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Independence Day (1996) script

by Dean Devlin, Roland Emmerich

 
AN AMERICAN FLAG

Oddly still, posted in gray dusty sand.

WIDEN TO REVEAL:

EXT. LUNAR SURFACE - THE MOON

One small step for man, one large pile of garbage for moon-
kind.  Untouched for years, the flag stands next to the
castoff remains of the Apollo mission.  Slowly the discarded
equipment begins to RATTLE and SHAKE.

AN ENORMOUS SHADOW creeps towards us blotting out the horizon,
a loud RUMBLE is heard.

Suddenly we are covered in DARKNESS as the SHADOW engulfs us.
Only the lonely image of our EARTH hangs in the air, until a
huge silhouetted OBJECT suddenly blocks our view.

						CUT TO:

EXT. NEW MEXICO - RADIO TELESCOPE VALLEY - NIGHT

A field of large satellite dishes scan the skies.

Super up: S.E.T.I. INSTITUTE, NEW MEXICO

INT. INSTITUTE - MONITORING CONTROL CENTER - SAME

A lone TECHNICIAN works on his putting skills.  Behind him,
wall to wall technical equipment quietly sifts through data.
A RED LIGHT begins to flash.

The Technician turns and slowly walks towards the source.  One
by one a series of LIGHTS turn on.  The Technician (TECH ONE)
grabs a pair of headphones.  His eyes widen.

INT. SLEEPING QUARTERS - SAME

Sleepily a SUPERVISOR picks up the phone.

			SUPERVISOR
	If this isn't an insanely
	beautiful woman, I'm hanging up.

INT. CONTROL CENTER - SAME

			TECH ONE
	Shut up and listen.

He holds the phone up to a speaker, increases the volume.  A
strange FLUCTUATING TONE plays out in sequential patterns.

INT. SLEEPING QUARTERS - SAME

HEARING it, the Supervisor BOLTS UP, banging his head on the
bunk above him.

INT. CONTROL CENTER - MOMENTS LATER

A pajama party on acid.  Five other technicians, in various
states of undress, hover anxiously around the main console.
The Supervisor enters, tying his robe.

			SUPERVISOR
	God, I hope it's not just another
	damned Russian spy job.

			TECH THREE
		(overlapping)
	Negative.  Computer affirms the 
	signal is unidentified.

			TECH TWO
		(hanging up the phone)
	The boy from Air Res Traffic say the 
	skies are clear.  No terrestrial
	launches.

			TECH ONE
	It's the real thing.  A radio
	signal from another world.

The room becomes quiet as they realize that after years of
searching the heavens, they might have finally found
something.

			SUPERVISOR
	Let's not jump the gun.  Run a
	trajectory source computation.

Tech Three slides over to another computer.

			SUPERVISOR (cont'd)
	I want to know exactly where it's
	coming from.

			TECH THREE
	This can't be right.

Tech Three just stares at his screen in disbelief.

			SUPERVISOR
	What's wrong?

			TECH THREE
	Calculated distance from source is
	at three hundred and eight five
	thousand kilometers.
		(turning to Supervisor)
	It's coming from the moon.

The Supervisor reaches over and turns up the volume on the
speaker.  As they listen to the strange TONES we...

						CUT TO:

INT. HALLWAY - PENTAGON - SAME

Elevator doors OPENS revealing four star GENERAL GREY,
Commander in Chief U.S. Space Command.  Understandably
nervous, the COMMANDING OFFICER escorts him down the hall.

			GENERAL GREY
	Who else knows about this?

			COMMANDING OFFICER
	S.E.T.I. in New Mexico identified a
	signal but they're even more
	confused than we are.

The General shoots him a disapproving glance.

			COMMANDING OFFICER
	Excuse me, Sir.

He slides his security card through the lock and the doors fly
open.

INT. SPACE COMMAND - THE PENTAGON - CONTINUOUS

Banks of computers, Technicians and assistants working
feverishly through the night.  The Officers cross the room.

Super: SPACE COMMAND - THE PENTAGON

			COMMANDING OFFICER
	Satellite reception has been
	impaired but we were able to get
	these.

They arrive at a glass table.  The surrounding officers snap
to attention as a SECOND OFFICER quickly brings over a large
transparency.  We SEE a grainy image of a large vague OBJECT.

			GENERAL GREY
	Looks like a big turd.

The two Officers exchange a glance.

			COMMANDING OFFICER
	We estimate it has a diameter of
	over five hundred and fifty
	kilometers and a mass roughly one
	fourth the size of our moon.

The General turns to the Second Officer, concerned.

			GENERAL GREY
	A meteor?

			SECOND OFFICER
	No Sir.  Definitely not.

			GENERAL GREY
	How do you know?

			SECOND OFFICER
	Well, er... it's slowing down.

			GENERAL GREY
	It's doing what?

			SECOND OFFICER
	It's... slowing down, Sir.

The General walks over to a phone, picks it up.

			GENERAL GREY
	Get me the Secretary of Defense.
		(pause)
	Then wake him up.

						CUT TO:

INT. WHITMORE'S BEDROOM - FRE-DAWN

Laying in bed THOMAS J. WHITMORE reads a stack of papers.  The
phone RINGS.

			WOMAN'S VOICE
		(filtering through phone)
	Hi. It's me.

The warm look on Whitmore's face tells us everything about how
he feels about the woman on the other end.

			WHITMORE
	Hi honey.  What time is it there?

INT. HOTEL ROOM - NIGHT

Dressed in a night gown, MRS. MARGARET WHITMORE unpacks her
briefing papers lays them out on a small desk as she talks.
Through the window we SEE Los Angeles at night.

			MARGARET
	Two in the morning.  I know I
	didn't wake you?

			WHITMORE
		(filtered)
	As a matter of fact you did.

			MARGARET
		(smiles)
	Liar.

INT. WHITMORE BEDROOM - SAME

Whitmore sits up.

			WHITMORE
	I have a confession to make.
	There's a beautiful young blonde
	sleeping next to me.

Sleeping next to him, his six-year-old daughter, PATRICIA.

			MARGARET
		(filtered)
	You didn't let her stay up
	watching T.V. all night?

			WHITMORE
	Of course not.

The little girl stirs awake, looks up.

			PATRICIA
	Mommy?

			WHITMORE
	You're flying back right after the
	luncheon?  Okay, here she is.

Whitmore hands her the phone and gets out of bed.  Habitably
he turns on the television.

T.V. - NEWS PROGRAM

Several "Pundits" sit around a MaLaughlin-type news discussion
program.  The picture quality is snowy, static ridden.

			PUNDIT #1
	... the inexperience in public
	office was inevitably going to
	catch up with him.  He's
	scarified his ideals for
	"politics as usual."

Whitmore ties on his robe as he adjusts the picture quality.

			PUNDIT #2
	...I said this during the
	campaign.  Leadership as a pilot
	in the Gulf War has no
	relationship to political
	leadership.  It's a different
	animal...

Suddenly the channel changes.  A cartoon comes on.  Whitmore
turns to his daughter who holds he remote.

			PATRICIA
		(into phone)
	Daddy let me watch Letterman.

			WHITMORE
		Traitor.

Whitmore exits the room.

INT. HALLWAY - CONTINUOUS

As Whitmore steps out of his bedroom, a Security guard snaps
to attention.  Someone hidden behind a newspaper, sits on a
bench.

			SECURITY GUARD
	Good morning, Mr. President.

			WHITMORE
	Good morning, George.

The paper is dropped revealing CONSTANCE HALBROOK, mid-
thirties, aggressive, sharp, the President's communications
director.  Quickly she gathers her things and follows
Whitmore.

INT. BREAKFAST TABLE - CONTINUOUS

Two servants are preparing breakfast as Whitmore and Constance
enter.  Whitmore sits down, grabs a coffee.

			WHITMORE
	You're up early this morning,
	Connie.

She tosses him one of the many newspapers in her hands.

			CONSTANCE
	They're not attacking your
	policies, they're attacking your
	age.
		(another paper; reading)
	"...addressing Congress, Whitmore
	seems less like the President and
	more like the orphan child Oliver
	asking, 'please sir, I'd like some
	more.'"

			WHITMORE
	Clever.

			CONSTANCE
	Age was never an issue when you
	stuck to your gun.  You were
	thought of as young and
	idealistic.  But the message has
	gotten lost.  There's too much
	compromise, too much politics.

			WHITMORE
		(pointedly)
	Isn't it amazing how fast everyone
	can turn against you.

Realizing she may be pushing him too far, she hands him
another paper.

			CONSTANCE
	Well, the Orange County Register
	has named you one of the ten
	sexiest men of the year.

			WHITMORE
	You see, substance at last.

An AIDE appears at the doorway.

			CONSTANCE
	Excuse me, Mr. President.  It's
	the Secretary of Defense.

Whitmore goes to the phone, picks it up.

			WHITMORE
	Yes?  Say that again?

						CUT TO:

AN OLD RUSSIAN SATELLITE

Drifting away from us the old Russian satellite becomes
smaller and smaller.  We PAN with it as we SEE it's on a
collision course with something huge.

Suddenly the satellite EXPLODES on IMPACT with the much larger
object that dwarfs the puny piece of hardware.  As huge as it
is, we get the feeling we've only seen a portion of the total.

NEW YORK SKYLINE - EARLY MORNING

A slow crane down from the Manhattan skyline, revealing...

EXT. CLIFFSIDE PARK - NEW JERSEY - MORNING

With the New York skyline across the Hudson behind them, old
men sit in this small park playing chess.  Unlike the others,
DAVID MARTIN is in his early thirties, sixties hippie meets
nineties yuppie nerd.

He concentrates intensely on his next move.  MOISHE. sixties.
smokes a cigar impatiently.

			MOISHE
	What are you waiting?  My social
	security will expire, you'll still
	be sitting there.

			DAVID
	I'm thinking.

			MOISHE
	So think already.

David makes a move.  Instantly Moishe counters his move.
David furls his brow in thought.

			MOISHE
	Again he's thinking.

Moishe reaches into a paper bag and retrieves a coffee in a
Styrofoam cup.

			DAVID
	You have any idea how long it
	takes for those things to
	decompose?

			MOISHE
	You don't move soon.  I'll begin to
	decompose.

Just as David finally makes his move, Moishe counters again.
David shoots him a look and stares back down to the board.

			MOISHE (cont'd)
	David, I've been meaning to talk
	with you.  It's nice you've been
	spending so much time with me,
	but...

			DAVID
	Dad, don't start.

			MOISHE
	I'm only saying, it's been what?
	Four years, you still haven't
	signed your divorce papers.

			DAVID
	Three years.

			MOISHE
	Three, four.  Move on.  It's not
	healthy.

Moishe takes a big puff on the cigar and coughs.

			DAVID
	Look who's talking healthy.

Suddenly David's beeper goes off.

			MOISHE
	How many times is that now?  You
	trying to get fired?

David moves his queen.

			DAVID
	Checkmate.  See you tomorrow, Dad.

He gives his father a quick kiss and hurries away.

			MOISHE
	That's not checkmate I can
	still... Oh.
		(yelling after him)
	You could let an old man win once
	in a while, it wouldn't kill you.

						CUT TO:

EXT. NEW YORK CITY STREETS - MINUTES LATER

David pedals his bike through mid-town Manhattan.  He arrives
at COMPACT CABLE SYSTEMS.

INT. COMPACT CABLE OFFICES - LATER

His bike hoisted on his shoulder, David squeezes through the
revolving doors. MARTY GILBERT, short, nervous and harried,
comes rushing over.

			MARTY
	What the hell is the point of
	having a beeper if you don't turn
	it on?

			DAVID
	It was turned on.  I was ignoring
	you.  What's the big emergency?

			MARTY
	Started this morning.  Every
	channel is making like it's
	nineteen fifty.  Snow, static, all
	kinds of distortions.  No one
	knows what the hell is going on.

David deposits his bike in the kitchenette as Marty tosses his
coke bottle in the trash.  David retrieves it.

			DAVID
	Damn it, Marty.  There's a reason
	we have bins labeled "recycle."

Finding more bottles in the trash, David turns to Marty
accusingly.

			DAVID
	What the hell is this?

			MARTY
	So sue me.

Before David can say anything, Marty ushers him out of the
room.

INT. TRANSMISSION FEED - CONTINUOUS

Technicians are working feverishly.  Clearly every monitor is
experiencing varying degrees of signal disruption.  David
moves over to the main console.

			DAVID
	Did you try to switch to
	transponder channels?

			MARTY
	Please, would I be this panicked
	if it was that simple?

David examines the readouts, puzzled.

			DAVID
	Let's retrofit the dish to another
	satellite.

			MARTY
	We've tried.  It's not working.
	It's almost as though they 
	weren't even there.

David looks up, puzzled.

			DAVID
	That's impossible.

						CUT TO:

A TELEVISION SET

Bad reception.  A hand SMOCKS the side of it.  No use.

						WIDEN TO REVEAL:

INT. MOBILE HOME - DAY

Eleven-year-old TROY BRENNON tries to fix the television.
His older brother MIGUEL, seventeen, cooks breakfast.

			MIGUEL
	Stop it.

			TROY
	It's all fuzzy.

			MIGUEL
	You're gonna break it.  Just leave
	it alone.  Here, take your
	medicine.

Miguel sits a small bottle of medicine and a spoon down in
front of Troy.  Troy pushes the bottle away.

			TROY
	I don't need it.

			MIGUEL
		(pushing it back)
	Just take it, dick head.
		(turning to his sister)
	Alicia!  Make sure he takes his
	medicine.

His sister, ALICIA, fourteen, hormones kicking in, testing
boundaries, listens to her walkman while putting on too much
makeup.  Miguel throws a dish towel to get her as Troy hits
the television again.

EXT. TRAILER PARK - SAME - MORNING

A beat up pick-up truck comes down a dirt road and skids to a
halt on the gravel next to the Brennon Mobile Home at this
small shabby countryside trailer park.  An angry FARMER jumps
out, slamming his door.

INT. BRENNON MOBILE HOME - SAME

Alicia opens the front door and smiles flirtatiously at the
angry farmers, LUCAS, who marches over.  Miguel edges her out
of the doorway, wanting to handle this himself.

			MIGUEL
	Morning, Lucas.

Lucas holds a bowl full of rotted vegetables.

			LUCAS
	You like these!  I've got a whole
	goddamned crop full!

Unceremoniously, he dumps them at Miguel's feet.

			LUCAS (cont'd)
	Where the hell is your father?
	You know what time it is?

			MIGUEL
	He had to re-fuel.  There musta
	been a problem.

			LUCAS
	We both know what the problem is.
	He's a damned nut case, is what he
	is.  I musta been out of my mind.

Troy SMACKS the television again.

			MIGUEL
	Troy, stop it!  I swear to God!

			LUCAS
	Miguel, if he's not in the air in
	twenty minutes, that's it.  I'm
	getting someone else.

Lucas storms away.  Again, Troy whacks at the television.

			MIGUEL
	Stop it, Troy!  I swear to God!

Determined, Troy HITS the television again.  This time the
picture goes out completely.

						CUT TO:

EXT. SPACE - THE ORBIT - SAME

Rolling over us, the immense under-belly of this enormous
craft obliterates our view.  A loud SCREECH.  Suddenly the
bottom begins to SEGMENT.

Dozens of large sections begins to DISENGAGE, extracting
themselves, twisting away from the larger bilge.

The separated SEGMENTS themselves are enormous.  Slowly they
twist downwards on a collision course to the blue planet
below... Earth.

						CUT TO:

INT. WHITE HOUSE - BASEMENT CORRIDORS - DAY

Under a barrage of questions from her own staff, Constance
hurries down the corridor.

			AIDE #1
	CNN is running a story that we're
	covering up some kind of nuclear
	testing experiments...

			CONSTANCE
	Tell them to run with it if they
	want to embarrass themselves.

			AIDE #2
	NASA has been up my butt all
	morning.  They want to know our
	position.

			CONSTANCE
	Our official position is we don't
	have an official position.

			AIDE #3
	Connie, what the hell is going on?

Constance escapes into the elevator, turns around.

			CONSTANCE
		(smiles confidently)
	Come on, people.  Would I keep you
	guys out of the loop?

			AIDE #1
	In a second!

			AIDE #2
	Absolutely.

Before she can retort, the elevator doors close.

INT. OVAL OFFICE - WIDE SHOT - SAME

The President, General Grey, the SECRETARY OF DEFENSE and
White House Chief of Staff ALBERT NIMZIKI are gathered around
the couch.

			SEC. OF DEFENSE
	At the moment, our satellites are
	somewhat unreliable.  Isn't it
	possible that thing may just pass
	us by?

			NIMZIKI
	What if it doesn't "pass us by?"
	Let's retarget some ICBMs to blow
	it out of the sky...

			GENERAL GREY
	Forgive me, but with the little
	information we do have, the only
	thing that would accomplish is
	turn one dangerous falling object
	into many.

Just then the door opens and Constance enters.

			PRESIDENT WHITMORE
	What's the damage?

			CONSTANCE
	The press is making up their own
	stories at this point.

			NIMZIKI
		(to General Grey)
	Get on the horn with Atlantic
	Command.  Let's upgrade the
	situation to DEFCON 3.

			GENERAL GREY
	That's not your call to make, Mr.
	Nimziki.

			CONSTANCE
	Isn't that a little premature?

			NIMZIKI
	I don't think so.

			SEC OF DEFENSE
	We're two days away from the fourth 
	of July.  We have over fifty percent 
	of our armed forces on weekend leave, 
	not to mention the troops and 
	commanders we	have in town for the 
	Fourth of July	parade.  We call them 
	back now, we're sending up a major red 
	flag.

They go quiet as Commanding Officer from Space Command dashes
into the room.

			COMMANDING OFFICER
	Our intelligence tells us the
	object has settled into a
	stationary orbit.

			NIMZIKI
	Well that's good news.

			COMMANDING OFFICER
	Not really.

He lays out the diagrams and photos on the table.  Everyone
gathers around.

			COMMANDING OFFICER
	Part of it has broken off into
	nearly three dozen other pieces.

			PRESIDENT WHITMORE
	Pieces?

			COMMANDING OFFICER
	Smaller than the whole, yet over
	fifteen miles in width themselves.

			NIMZIKI
	Where are they heading?

			COMMANDING OFFICER
	They should be entering our
	atmosphere within the next twenty-
	five minutes.

The room is silenced.  All eyes turn to the President who says
nothing.  Nimziki leans in close to him.

			NIMZIKI
	Like it or not, we're at DEFCON 3.
	Recall the troops and put them on
	yellow alert.

						CUT TO:

YELLOW LIGHTS FLASHING ON

as an ALARM quickly BUZZES. David leans into frame and opens
the door to the microwave.  We WIDEN to reveal...

INT. DAVID'S CUBICLE - COMPACT CABLE - DAY

David retrieves his home-make cup-a-soup.  We SEE this cubicle
clearly has the David touch; ecology posters, plants, tons of
computers and electronic gizmos.

			MARTY
	Please, tell me you're getting
	something.

Marty enters, looking over David's shoulder as he eats.

			DAVID
	There's good news and bad news.

			MARTY
	What's the bad news?

			DAVID
	You're in meal penalty for
	disturbing my lunch.

			MARTY
	And the good news is you won't
	charge me.

			DAVID
	No.  The good news is I found the
	problem and it's not our
	equipment.  There's some weird
	signal embedded within the
	satellite feed.

			MARTY
	That's the good news?

David slides over to another computer and turns on an
intricate computation program.

			DAVID
	Yes, because the analog signal has
	a definite sequential digital
	patterns embedded within it.  When
	I find the exact binary sequence
	and I apply a phase reversed
	signal to that calculated spectra
	analyzer I built you last
	Christmas, we should be able to
	block out the overlay completely...

			MARTY
	...and we'll be the only guys in
	town with a clear picture?  That's
	my man.

						CUT TO:

EXT. CALIFORNIA FARMLANDS, IMPERIAL VALLEY - DAY

Racing over back roads behind a long open field, Miguel rides
his beat-up motor bike, searching.  Looking up he SEES
something in the air.

MIGUEL'S POV - AN OLD BI-WING AIRPLANE

converted into a crop-duster, BUZZES overhead.  Spraying
insecticide wildly, the plane zigzags over the field.

			MIGUEL
		(yelling)
	Russell!  God damn it, Russell!

Looking down from the cockpit, RUSSELL BRENNON waves stupidly.
Shaggy blonde hair and two days' growth, Russell is the image
of a fifty-one-year-old little boy.

Miguel follows him below, screaming at him.  Russell, flying
recklessly, looks down at Miguel not understanding.  By the
time he looks back he SEES...

A LINE OF TREES

at the edge of the field, nearly on top of him.  In a trick
move, Russell turns the plane on ITS SIDE, and SLICES through
the narrow gap between the trees.

Miguel screams with delight at his prowess.  Miguel looks
pissed.

ANGLE - OTHER SIDE OF TREES - MOMENTS LATER

Miguel races over, skidding to a halt next to the landed Bi-
with plane.

			MIGUEL
	Just what the hell do you think
	you're doing?

			RUSSELL
		(climbing down)
	I'm bringing home the bacon.
	Earning my keep.  And doing a fine
	job if I do say so myself.

			MIGUEL
	It's the wrong field, you idiot!
	Lucas' farm is on the other side
	of town.

			RUSSELL
	You sure?

			MIGUEL
	Damn it, he was doing you a favor.
	You know how hard it is to find
	someone who doesn't think you're
	completely crazy?
		(MORE)
	What are we supposed to do now?
	Huh?  Where are we supposed to go
	now?

Pissed, Miguel peels away, kicking gravel back at Russell.
Pathetically, he reaches into his jacket and pulls out a
bottle of Jack Daniels.  He takes a healthy swig.

						CUT TO:

EXT. IRAQI DESERT - REFUGEE CAMP - NIGHT

A tent city.  Ubiquitous overcrowding and poverty.  Several
hundred refugees settle down for the night.

Super: Northern Desert, Iraq

A BEDOUIN stokes a small fire besides his family's tent.
Suddenly a group of shouting SCREAMING TRIBES PEOPLE come
rushing past him.

The Bedouin watches them with confusion.  Overcome with
curiosity he goes against the tide of people, up the hillside.

As the Bedouin reaches the top of the hillside, his mouth
falls open, aghast as he SEES...

THE SKIES - THE PHENOMENON

Creeping from across the horizon above the rocky mountain
terrain, a wide FIREBALL high in the sky, flaring and
exploding.  A terrifying sight.

						CUT TO:

EXT. USS EISENHOWER - AIR CARRIER - ESTABLISHING - DAWN

Super: Battle Carrier, USS Eisenhower - Persian Gulf

INT. USS EISENHOWER - RADAR ROOM - DAY

A loud KLAXON ALARM is ringing out.  The FIRST LIEUTENANT
comes rushing in.

			LIEUTENANT
	Ensign, status?

			SAILOR #1
	We have a total radar black out
	over a thirteen kilometer area.

The Lieutenant moves over to the main radar screen.  The
entire upper portion of the screen is BLANK.  And the blank
area is MOVING.

			LIEUTENANT
	Have a complete diagnostic run...

			SAILOR #1
	Excuse me sir, radar may be
	malfunctioning but infrared is off
	the map!

He diverts the Lieutenant's attention to another screen; A
BRIGHT SEA OF RED light bleeds off the map.

			LIEUTENANT
	Get the CINC Atlantic Command on
	the line.

						CUT TO:

INT. PENTAGON - COMMANDING CENTER - DAY

A technical OFFICER rips off a data sheet as it shoots out of
the printer and rushes over to the Commanding Officer.

			OFFICER
	Sir, we now have visual range with
	incoming over Iraqi airspace.

			COMMANDING OFFICER
	A second sighting?

			OFFICER
	Yes Sir, this just came in from
	the Eisenhower.

The Commanding Officer grabs a phone laying off the hook.

			COMMANDING OFFICER
	Correction, we have two confirmed
	visual contacts.  One over Iraq,
	one over the Pacific.

INT. OVAL OFFICE - DAY

The room is packed.  The President and his chief advisors are
there along with the Joint Chief of Staff.  Representatives
from the Atlantic Command and U.S. Space Command have formed
small clusters around telephones.

			GENERAL GREY
	Where in the Pacific?
		(turning to the President)
	They've spotted one off the
	California coast line.

Surrounded by the Secret Service, the President is speechless.
Constance Halbrook comes rushing into the room and whispers to
the President.

			PRESIDENT
	Put it on.

Constance moves over to a cabinet and turns on the T.V. (the
reception is still fuzzy, picture "rolling").  The CNN News
broadcast shows the phenomenon over Novosibirsk, Russia.
There is mass hysteria behind the reporter.

			NEWSCASTER
		(filtered)
	...sightings of this atmospheric
	phenomenon have been reported here
	in Novosibirsk, Russia and other
	parts of Siberia.  Moving too
	slowly to be a comet or meteor,
	astronomers are baffled as to its
	origin...

Everyone is locked onto the television, mesmerized.

			NEWSCASTERS (cont'd)
		(filtered)
	...Widespread panic has gripped
	the countryside as thousands have
	taken to the streets and clogged
	the highways.  Hundreds have been
	injured...

General Grey confers with the Atlantic command CINC.  He nods,
turns to the President and whispers.

			GENERAL GREY
	Mr. President, we have an AWAC on
	the west coast.  E.T.A. with
	contact point, three minutes.

INT. AWAC AIRPLANE - DAY

Wall to wall computer, radar and intelligence gathering
equipment.  Technicians frantically try to adjust as the
system goes hay wire.

			RADAR TECH #1
		(reporting into radio)
	It's no use.  Side radar doesn't
	see a thing!

			RADAR TECH #2
		(reporting)
	That's correct.  We're IMC blind,
	sir.

We TRACK across them over to the pilots and into the cockpit.
Cloudy skies.  The PILOT squints out the window as he speaks.

			PILOT
	Negative.  We still have zero
	visibility.

EXT. AWAC AIRPLANE - CLOUDY SKIES - DAY

ZOOMING overhead as we SEE the AWAC sailing through a thick
cloudy sky.

Super:  Pacific Coastline, California

The AWAC disappears from view into the clouds.

INT. OVAL OFFICE - SAME

The President and his top advisors are gathered around a
speaker phone listening to the pilot of the AWAC.

			PILOT
		(filtered)
	Instrumentation is malfunctioning.
	We can't get any kind of reading
	on what's in front of us.

INT. AWAC - SAME

The Pilot squints as he tries to see through the clouds.

			PILOT
	Wait a minute, it may be clearing.

Suddenly the clouds part before us and we're face to face with
a WALL OF FLAMES.

INT. AWAC - SAME

The speaker phone cracks and distorts.

			PILOT
		(filtered)
	Jesus God!  The sky's on fire!

EXT. AWAC AND PHENOMENON - SAME

The AWAC attempts to climb sharply as we get our first real
look at the atmospheric phenomenon.  Majestic and monstrous.
The AWAC is not going to be able to make it.

Quickly it is ENGULFED in the flames.

INT. OVAL OFFICE - SAME

The phone line goes dead.  General Grey spins to an AIDE.

			GENERAL GREY
	Get them back on line.

			AIDE #1
		(on other phone)
	Line's gone, sir.

The ATLANTIC COMMAND CINC, turns from a different phone.

			AAC CINC
	Two more have been spotted over
	the Atlantic.  One is moving
	toward New York, the other is
	headed this direction.

			CHIEF OF STAFF
	How much time do we have?

			AAC CINC
	Less than ten minutes.

			NIMZIKI
		(turning to aid)
	Organize a military escort to
	Crystal Mountain.

			GENERAL GREY
		(to President)
	Sir, I strongly recommend we
	move you to a secured location
	immediately.

... The President hesitates, he turns to Constance.

			PRESIDENT
	Can we expect the same kid of
	panic here as in Russia?

			CONSTANCE
	More than likely.

			NIMZIKI
	Mr. President, you can discuss
	this on the way.

Torn, the President grapples with a decision.  Finally...

			PRESIDENT
               I'm not leaving.

			NIMZIKI
	We must maintain a working
	government in a time of crisis...

			PRESIDENT
	I want the Vice President,
	Secretary of Defense, the whole
	Cabinet and the Joint Chiefs taken
	to a secured location.
	I'm staying here.  I am not going
	to add to a public hysteria that
	could cost lives.

			NIMZIKI
	But, Mr. President...

			PRESIDENT
	So far these things have not
	become hostile.  For the moment
	let's assume they won't.
		(to Constance)
	Connie, let's issue statements
	advising people not to panic, to
	stay home and take cover.

Constance issues commands to her staff as they quickly
exit along with most people in the room.  General Grey goes
over to the President.

			GENERAL GREY
	With your permission, Mr.
	President, I'd like to remain my
	your side.

			PRESIDENT
	I had a feeling you would.

			GENERAL GREY
	Sir, what happens if they do
	become hostile?

			PRESIDENT
	Then God help us.

						CUT TO:

INT. DAVID'S CUBICLE - DAY

On the T.V. behind David, news footage of the phenomenon in
Russia plays silently.  Oblivious, David works his computers.

			FEMALE CO-WORKER
		(stopping in doorway)
	David, are you watching this?

David waves her away, deep in concentration.  Suddenly a
computer BEEPS.  Excitedly David prints out his finding.  He
grabs it and exits.

INT. COMPACT CABLE OFFICE - CONTINUOUS

Engrossed in his printout, David walks past his co-workers who
are glued to the distorted picture on the television, watching
the phenomenon.

INT. MARTY'S OFFICE - CONTINUOUS

Marty stares at his television watching General Grey
addressing the press.  David enters, staring at his reading.

			DAVID
	I've got a lock on the signal
	pattern.  We can filter it out.

			MARTY
		(distracted)
	Huh?  Oh, good, hood.

			DAVID
	Strange thing is, if my
	calculations are right it'll be
	gone in approximately seven hours
	anyway.  The signal reduces itself
	every time it recycles.
	Eventually it will disappear.  Are
	you listening?

			MARTY
		(still glued to T.V.)
	Can you believe this?

			DAVID
	What re you talking about?

			MARTY
	Haven't you been watching?

David turns for the first time to the television and sees the
phenomenon.  Constance comes on addressing the press.

			CONSTANCE
		(filtered)
	...so far the phenomenon has not
	caused any damage.  In all
	likelihood it won't...

INT. WHITE HOUSE PRESS ROOM - SAME

More reporters rush in from the back quickly setting up as
this hastily called press conference continues.

			CONSTANCE
	...everyone should remain calm.
	Take cover where you can but the
	important thing is not to panic.

INT. BRENNON MOBILE HOME - SAME

Miguel, Alicia and Troy watch the static riddled T.V.

			CONSTANCE
		(filtered)
		...we have a fix on three
	different occurrences about to
	appear over American cities.  One
	is headed toward Los Angeles...

INT. MARTY'S OFFICE - SAME

			CONSTANCE
		(filtered)
	...the other two are on our
	Eastern seaboard headed towards
	New York and Washington, D.C...

Suddenly hectic CO-WORKER #2 appear at the door.

			CO-WORKER #2
	Jamie says this building has an
	old bomb shelter.  We're heading
	down there now.

			MARTY
		(dry; to David)
	Feel no shame in hiding.

INT. HALLWAY -- CONTINUOUS

A crowd of people head down the hall for the shelter while
others stay glued to the set.  There is a mix of fascination
and panic.  David watches the commotion, dumb struck.

			MARTY
	Oh shit, I better call my wife.

INT. AIRPORT DINER - LATE MORNING

Depressed Russell nurses a beer at the counter.  Three FLIGHT
MECHANICS walk in, having a good laugh.  One of them spots
Russell and moves over to him.

			MECHANIC #1
	Hey, Russ, heard you had a little
	trouble this morning.  Dusted the
	wrong field?

The Mechanics laugh.  Russell tries to ignore them.

			MECHANIC #2
	I know, you're probably still a
	little confused from your hostage
	experience.

			MECHANIC #2
	Hostage experience?  Something
	happen to you, Russ?

			MECHANIC #1
	He ain't never told you!?  Seems
	years back our boy here had been
	kidnapped by aliens.  Did all
	kinds of experiments on him and
	such.  Tell him, Russ.

			RUSSELL
	Not today, guys.  Okay.

Russell gets up and heads for the door.

			MECHANIC #1
	You just gotta get a couple more
	beers in him, he'll tell you all
	about it.  Crazy stuff.  Won't
	you, Russ?

EXT. SMALL AIRPORT - CONTINUOUS

The Mechanic follows Russell outside, his buddies in tow.

			MECHANIC #1
	Hey, Russ, when they took you up
	in their space ship, they do any
	sexual things to you?

The mechanics crack up laughing.  Suddenly the things around
them begin to RUMBLE.  The SHADOW engulfs them, silencing the
Mechanics.

Panicked they turn and RUN AWAY.  Russell just looks up at the
sky, grabs his Jack Daniels and takes another swig.

EXT. TRAILER PARK - SAME

Dogs bark and people stumble out of their trailers as an
enormous SHADOW creeps over them.

INT. BRENNON MOBILE HOME - CONTINUOUS

The windows grow DARK and the room begins to RUMBLE.  Miguel
rushes to the door, ushering his siblings out.

EXT. TRAILER PARK - CONTINUOUS

Alicia and Troy step out the door, stopping dead in their
tracks.  Miguel follows them only to look up and SEE...

THE PHENOMENON - DARK CLOUDS

The flames are burning out, replaced by huge plumes of dark
smoke billowing around the edges of the phenomena.  Only small
traces of extinguishing flames illuminate it.

INT. COMPACT CABLE - STAIRWELL - SAME

David pushes past the people making their way down, fighting
against the tide.  Another CO-WORKER (#3) stops halfway.

			CO-WORKER #3
	Aren't you coming, David?

			DAVID
	No way, I've got to see this.

EXT. WASHINGTON MONUMENT - SAME

Frightened tourists run for cover as the colossal SHADOW
approaches.  Reflected in the water below we SEE the fiery
apparition transfigure into the dark foreboding clouds.

THE LINCOLN MEMORIAL - WASHINGTON, D.C. - SAME

The SHADOW writhes up the detailed statue of Lincoln,
devouring him completely until we are left in total darkness.

INT. WHITE HOUSE - HALLWAYS - SAME

People are being evacuated from their offices.  Patricia, the
President's daughter, breaks away from her nanny.

INT. WHITE HOUSE - OVAL OFFICE - SAME

The President talks on the phone.  Constance waits nearby.

			PRESIDENT WHITMORE
		(into phone)
	Of course, Russia and the United
	States are in this together.  Yes,
	Mr. President, you have my word.
	Yes, Das Vedanya.

The President hangs up.

			CONSTANCE
	What is their position?

			PRESIDENT WHITMORE
	I think he was drunk.

Patricia bursts through the door and runs into her father's
arms, terrified.  A SECRET SERVICE man appears.

			SECRET SERVICE GUY
	Mr. President, we have to go.

Abruptly, the room DARKENS as it begins to RUMBLE.

EXT. WHITE HOUSE - SAME

The long, dark SHADOW moves across the entire White House,
engulfing it in darkness.

EXT. HUDSON RIVER, NEW YORK - STATUE OF LIBERTY - SAME

In the distance we SEE the mutated phenomenon's dark gray
clouds nearing Miss. Liberty.  As it approaches we SEE the New
York skyline begin to darken.

EXT. BLACK TOP BASKET BALL COURT, NEW YORK - SAME

Kids playing basket ball.  A young BOY stops playing, staring
skyward.  One by one, they all look upwards, stunned as a long
dark SHADOW creeps over them.

With a loud CRASH, several New York Cabs SLAM into one another
in the street.  Two more cars crash into them.  A pile up
ensues.

EXT. WALL STREET - SECOND LATER

Foot traffic stops as the long SHADOW crawls over the entire
area.

EXT. ROOFTOP - COMPACT CABLE - SAME

Large satellite dishes beset a doorway to the roof which flies
open.  David steps out just as a long, dark SHADOW covers over
him, sending the city into darkness.  David looks up to SEE...

SKYLINE AND ALIEN CRAFT

Protruding through the dark clouds we get a glimpse of the
underbelly of a colossal ALIEN CRAFT, its outer veneer of
smoke and clouds beginning to fade away.

Below we see PANIC, cabs SLAMMING into one another, people
staring, people screaming.  No one knows how to react.

David runs to the other side of the rooftop, overlooking
Central Park, to get a better look.

DAVID'S POV - CENTRAL PARK - SAME

The entire park is plunged into darkness as the craft above
blots out of the sun.  Amazing as it may seem, the hovering craft
BLANKETS THE ENTIRE PARK and BEYOND.  We still have NOT seen
an entire craft.

			DAVID
		(realizing)
	My God.  The signal.

EXT. LOS ANGELES BASIN - WIDE ANGLE - LATER MORNING

A panoramic view of the Los Angeles basin.  Slowly filling the
screen, we SEE a portion of the enormous space craft as it
creeps towards the city, obliterating our view.

EXT. HILLSIDE RESIDENTIAL AREA - SAME

A station wagon, filled with kids and a harried HOUSEWIFE,
comes to a stop.  The passenger door opens and a young six-
year-old boy, DYLAN steps out.

			HOUSEWIFE
	Dylan, tell your mom you can stay
	overnight again Thursday.

Suddenly a car SAILS over a nearby hill in front of them,
hitting the ground with a BANG.  Two more cars follows, air
bound.  As the Housewife turns she SEES...

SPACE SHIP - SAME

Rising over the mountain we SEE the Space Ship as it nears the
city, blocking out the sunshine.

Panicked, the Housewife hits the gas and peels out, leaving a
confused Dylan staring skyward.

INT. BEDROOM - CONTINUOUS

Two people sleep as Dylan runs into the room.

			DYLAN
	Mommy, look at!

He rushes away.  The SHADOW moves past the window, darkening
the room.  His mother, JASMINE DUBROW, stirs.

			JASMINE
		(re: darkness)
	It's too early, baby.

She turns back over.  Suddenly the room briefly RUMBLES.

			MAN
	Earthquake?

			JASMINE
	Not even a four pointer.  Go back
	to sleep.

Shrugging, the man does.

HOLLYWOOD SIGN (FORMERLY SC. 72) - SAME

In Los Angeles.  The SHADOW slowly covers the sign.

EXT. WHITE HOUSE - WINDOW - SAME

The President and his daughter cautiously approach the window
staring in awe at the amazing sight above them.  Several
others approach from behind.

Cautiously some people begin to walk outside, staring up at
the leviathan, mouths agape.

INT. OVAL OFFICE - SAME

Slowly staff members approach, gazing out the window.
Constance steps up behind the President.

			CONSTANCE
	What do we do now?

			PRESIDENT WHITMORE
	Address the nation.  There are a
	lot of very frightened people out
	there right now.

			CONSTANCE
	Yeah.  I'm one of them.

EXT. WASHINGTON D.C. - ALIEN CRAFT - SAME

All of Washington is under the shadow of this gargantuan alien
craft.  A stunning tableau.

						CUT TO:

INT. JASMINE'S DEBROW'S BEDROOM - SAME

The man sleeping next to Jasmine's beagle BOOMER drops
Steven's tennis shoes on top of him, waking him.

			JASMINE
	He's trying to impress you.

			STEVE
	He's doing a good job.

He pats the dog on the head and takes the shoes.  Steven gets
up and makes his way to the bathroom.

INT. BATHROOM - CONTINUOUS

As Steve takes a pee, he SEES out the window a family packing
up their car, others standing around staring at something in
the distance.  A HELICOPTER flies overhead.

			STEVE
	Neighbors are moving.  I think
	they're tired of earthquakes.

He finished and flushes.

INT. LIVING ROOM - CONTINUOUS

Steve enters the living room.  The television is playing a
news broadcast.

			NEWSCASTER
	...with little damage reported to
	the southland area.  People are
	advised not to panic...

			STEVE
	Hon, something's on the table 'bout
	the quake.

Jasmine sits up in bed, yelling out to Steve.

			JASMINE
	Dylan out there?

Steve turns, looking for Dylan when the doggie door pops open
and Dylan crawls through.

			STEVE
	What have you been up to, Sport?

			DYLAN
		(holding his gun)
	Shooting aliens.

Steve musses up the boy's hair, smiling.

			JASMINE
		(entering)
	Coffee?

Steve mumbles an affirmative as he exits.

EXT. JASMINE'S HOUSE - CONTINUOUS

Steve picks up the morning paper and opens it.  He doesn't
notice the DOZENS of neighbors quickly packing up and rushing
to get away as he reads the paper oblivious.

			JASMINE (O.S.)
	You want milk with your coffee?

Jasmine appears behind him, her view, too, obscured by the
open newspaper.  Suddenly another HELICOPTER room overhead.
Annoyed, Steve lowers his paper.

STEVE AND JASMINE'S POV

As the paper is lowered we SEE the helicopter SWOOP down.  As
it flies away we SEE...

THE ALIEN CRAFT

Covering all of Los Angeles.  This is the first time we see
the entire craft.  It is stupendous.  Steve's jaw hits the
floor.  The milk goes CRASHING as Jasmine SCREAMS.

						CUT TO:

INT. STAIRWELL - DAY

Running for all he's worth, David sprints down the stairs.

INT. COMPACT CABLE OFFICE - CONTINUOUS

Dashing off the stairs, David stops seeing that the room is
now completely empty.  The wall of monitors play for no one.
David walks up to one, adjusting the volume.

T.V. - CNN BROADCAST - (DISTORTED BROADCAST SIGNAL)

A space ship logo spins next to the words VISITORS: CONTACT OR
CRISIS.  Wolf Blitzer comes on screen live from the Pentagon.

			WOLF BLITZER
	Pentagon officials are reporting
	more ships have just arrived over
	the capitals of India, England and
	Germany.

As he speaks we get quick glimpses of the other ships.

			MARTY (O.S.)
	I know, babycakes.  Calm down.

David spins around at the sound of the voice but the room is
still empty.  David leans down and looks under a desk where he
finds Marty still on the phone with his wife.

			DAVID
	Tell her to get the kids and leave
	town.

			MARTY
	What happened?

			DAVID
		(yells)
	Just do it!

Marty realizes David is dead serious.

			MARTY
	Babycakes, pack the kids up and
	take them to your mother's.  Don't
	ask.  Go.

Mary hangs up, crawls out from under the table.

			MARTY (cont'd)
	Okay, why did I just send my
	family to Atlanta?

			DAVID
	Remember I told you that the
	signal hidden within our satellite
	signal is slowly recycling down to
	extinction.

			MARTY
	Not really...

			DAVID
	That signal.  It's a countdown.

			MARTY
		(confused)
	A countdown to what?

			DAVID
	Think.  It's like in chess.  First
	you strategically position your
	pieces.  Then, when the timing's
	right.  You strike.

David motions to the television.

			BLITZER
	...there are additional
	unconfirmed sightings over Japan,
	the Mediterranean, and China...

			DAVID
	They are positioning themselves
	all over the world and using this
	one signal to synchronize their
	efforts.  In approximately six
	hours the signal will disappear
	and the countdown will be over.

			MARTY
	Then what?

			DAVID
	Checkmate.

Marty takes a beat to digest.  Then, grabbing the phone....

			MARTY
	I gotta call my brother, my
	bookie, my lawyer... fuck my
	lawyer...

David also grabs a phone.  Suddenly the bank of monitors
synchronize into one enormous image across the entire video
wall; the President addressing the nation.

INT. PRESS ROOM, WHITE HOUSE - SAME

The President stands at the podium giving his address.

			PRESIDENT WHITMORE
	My fellow Americans, a historic
	and unprecedented event has taken
	place.  The question as to whether
	or not we are alone in the
	universe has been answered...

ANGLE - SIDE ENTRANCE TO PRESS ROOM

As Constance watches the President, she unconsciously mouths
the words of his speech, after all, she did write them.  A
PRESS AIDE tugs on her sleeve.  She tries to wave her off.

			PRESS AIDE
	He says he's your husband.

Her expression drops.  She takes the phone from her.

			CONSTANCE
	What do you want?

			DAVID
		(filtered)
	You have to leave the White House.

			CONSTANCE
	This is not the time or the place
	to have this same old discussion.

INT. COMPACT CABLE OFFICES - SAME

			DAVID
	You don't understand.  You have to
	leave Washington.

INT. SIDE OFFICE, WHITE HOUSE - DAY

Impatient, Constance tries to get off the phone.

			CONSTANCE
	In case you haven't noticed, we're
	in a little bit of a crisis here.

			DAVID
		(filtered)
	I've worked with embedded loading.
	They're communicating with a
	hidden signal.  They're going to
	attack...

			CONSTANCE
	You're being paranoid.

			DAVID
		(filtered)
	It's not paranoia.  The embedding
	is very subtle.  It's probably
	been overlooked...

Constance hangs up.  Her face betrays mixed emotions.

INT. COMPACT CABLE OFFICES - SAME

David stares at the phone, pissed.  Something on T.V.
catches his attention.  Through the snowy image he SEES...

			PRESIDENT WHITMORE
		(filtered)
	...My staff and I are remaining
	here at the White House while we
	attempt to establish
	communication...

Hanging up the phone, David sprints for the exit.

			PRESIDENT WHITMORE (cont'd)
	...so remain calm.  If you are
	compelled to leave these cities,
	please do so in a safe and orderly
	fashion.

						SMASH CUT TO:

CABS SLAMMING TOGETHER - NEW YORK CITY STREETS

The rush to get away creeps slowly as cars jam the streets in
total grid-lock.  David pedals his bike furiously through
traffic.

EXT. GEORGE WASHINGTON BRIDGE - NEW YORK - DAY

The mass exodus has reached the bridge.  Total congestion.
David fights his way through.

EXT. CLIFFSIDE, NEW JERSEY - LATER

The New York skyline behind him across the Hudson, David jumps
off his bike, and races towards a row of tract houses.

EXT. MOISHE'S TRACT HOUSE - SECONDS LATER

David BANGS on the door.  It flies open.  Moishe is holding a
hunting rifle, pointing it at David.

			DAVID
	Pops!

			MOISHE
	The television said they've
	started with the looting already
	Vultures.

			DAVID
	You still got the Olds?

			MOISHE
	You want to borrow the car?  You
	don't have a license.

			DAVID
	That's okay.  You're driving.

						CUT TO:

INT. JASMINE'S HOUSE - DAY

Steve, wearing his Marine flight officer uniform, shoves the
last of his things into his duffel bag.  We notice there are
small figurines of dolphins everywhere.  Jasmine hovers
nervously behind him.

			JASMINE
	You can't go.  Call them back.

			STEVE
	Baby, you know how it is.  I have
	to report to El Toro right away.

			JASMINE
	You said you were on leave for the
	Fourth.

			STEVE
	They cancelled it.  Why are you
	acting like this?

Jasmine grabs the blinds and yanks them away.  We SEE the
alien craft through the window.

			JASMINE
	Why?  That's why.  That thing
	scares the piss out of me.

EXT. DEBROW HOUSE - CONTINUOUS

Dylan sits behind the wheel pretending to drive.  Steve grabs
him, pulling him out.  He reaches into his duffel, grabs a small
brown paper bag.

			STEVE
	Here.  I got these for you.  Be
	careful with them.

Dylan opens the bag; fireworks.  Jasmine walks over.

			DYLAN
	Cool.

Steve tosses his gear into the back, opens his door.

			JASMINE
	Wait.  I have to tell you
	something.

			STEVE
	What?

			JASMINE
		(loses her nerve)
	Be careful.

			STEVE
	Look, after your shift tonight,
	why don't you grab Dylan and come
	stay with me on base.

			JASMINE
	Really?  You don't mind?

			STEVE
		(smiling)
	Naw.  I'll just tell my other
	girlfriends they can't come over
	tonight.

Pissed, she hits him.  He loves it.

			JASMINE
	You know, you're not as charming
	as you think you are.

			STEVE
	Yes, I am.

			JASMINE
	Dick-weed!

			STEVE
	Butt-munch.

They kiss.  Steve hops into his car and peels out.  Jasmine
takes the bag from Dylan.

			JASMINE
	I'll take these.

			DYLAN
	Mommmmmm...

						CUT TO:

EXT. JERSEY - HIGHWAY - LATER THAT DAY

A perfectly preserved '68 Olds drives cautiously down the
highway.  Around him we see other cars packed to the gills as
they make their escape from New York.

INT. OLDS - SAME

Not the most confident driver, Moishe holds the steering wheel
close to his chest.

			MOISHE
	It's the White House, for crying
	out loud.  You can't just drive up
	and ring the bell.

			DAVID
	Can't this thing go any faster?

			MOISHE
	You think they don't know what you
	know?  Believe me, they know.  She
	works for the President.  They
	know everything.

			DAVID
	They don't know this.

			MOISHE
	And you're going to educate them?
	Tell me something, you're so smart
	how come you spent eight years at
	M.I.T. to become a cable
	repairman?

			DAVID
	Dad...

			MOISHE
	All I'm saying is they've got
	people who handle these things,
	David.  They want HBO, they'll
	call you.

						CUT TO:

INT. HOTEL LOUNGE, LOS ANGELES - LATE AFTERNOON

Mrs. Whitmore is at a house phone.  Behind her we see several
news crews waiting for interviews.

			PRESIDENT WHITMORE
		(filtered through phone)
	I want you out of there.

			MARGARET
	You're staying there to keep
	people calm.  It's the right thing
	to do.  I'm not going to let them
	criticize you for it.

INT. WHITMORE BEDROOM - WHITE HOUSE - SAME

The President sits on his bed, his daughter lays next to him,
watching T.V.  The signal distortion is getting worse.

			PRESIDENT WHITMORE
	Okay, fine but the second your
	interviews are done, I have a
	helicopter ready to take you to
	Nellis Air Force...

			MARGARET
		(filtered)
	How's the munchkin?

			PRESIDENT WHITMORE
	She's glued to the T.V., just like
	the rest of the world.  I love you
	too.  Here she is...

He hands Patty the phone as General Grey and Nimziki appear in 
the doorway.  The President walks over to them.

			GENERAL GREY
	More ships keep arriving, fifteen
	in total so far.

			NIMZIKI
	This is crazy.  We're loosing our
	first strike capabilities!

			GENERAL GREY
	We're trying to communicate with
	them on all frequencies but we're
	getting nowhere.  Atlantic Command
	is working on a type of visual
	communication.

			PRESIDENT WHITMORE
	What the hell are they up to?

						CUT TO:

EXT. TRAILER PARK - NIGHT

A long crowded highway of people trying to escape from Los
Angeles can be seen in the distance.  The huge space craft
hovering behind them.

Miguel is on the roof of the trailer, adjusting the T.V.
antenna trying to get a picture.  Suddenly the image clears
and we SEE a group of people in a crowded hallway.

			REPORTER
		(filtered)
	...a local crop duster was
	arrested today attempting to land
	at Edwards Air Force Base...

On the T.V. we SEE Russell being escorted to a police car.
Mortified, Miguel can't believe what he's seeing.

			RUSSELL
	They've got to do something.
	I was abducted by space aliens ten
	years ago.  They did all kinds of
	experiments on me.  They've been
	studying us for years, learning
	our weakness.  We've go to do
	something before they kill us all!

			TROY (O.S.)

Just as Troy starts to climb up, Miguel changes the channel to
Mrs. Whitmore.  Troy sits down next to Miguel.

			MRS. WHITMORE
		(filtered)
	...we need to remain calm.  As
	more people decide to leave the
	cities, safety is key...

			MIGUEL
	Troy, you remember Uncle Hector,
	from Tucson?

			TROY
	He's got that SEGA Saturn CD, 64
	bit, right?

			MIGUEL
	Yeah.  What would you think if we
	went there to live for a while?

			TROY
	That'd be cool!

Miguel thinks for a second, makes a decision.

			MIGUEL
	Pack up, we're going.

Miguel jumps down from the roof.  Troy climbs down the ladder.

			TROY
		(yelling after him)
	What about Dad?

ALICIA AND OLDER BOY

Kissing.  It's getting hot.  Alicia laughs, pushes him away.

			OLDER BOY
	This could be our last night on
	Earth.  You don't want to die a
	virgin, do you?

			ALICIA
	What makes you think I'm a virgin?

The Older Boy is taken off guard.  Before he can answer the
tarp they were hiding under is ripped away.  Miguel stands
there.

			MIGUEL
	Come on, we're going.

			ALICIA
	I'm not going anywhere...

Miguel grabs her by the wrist and pulls her away.

EXT. FREEWAY - OUTSIDE WASHINGTON - NIGHT

We see the long highway leading to Washington, the space ship
hovering above it.  One side of the freeway is packed solid,
the other completely empty, save for one car...

INT. MOISHE'S OLDS - NIGHT

Moishe looks to the other side of the freeway, jam packed.  On
his side, they are the only car for miles.

			MOISHE
	The whole world is trying to get
	out of Washington and we're the
	only schmucks trying to get in.

As Moishe drives, David distracts him as he unpacks his
backpack unloading his laptop.  He grabs a CD.

			MOISHE (cont'd)
	What the hell is that?

			DAVID
	This, pops, is every phone book in
	America.

			MOISHE
	You think an important person like
	Constance is going to be listed?

			DAVID
	She always keeps her portable
	phone listed, for emergencies.
	Sometimes it's just her first
	initial, sometime her nickname...

David starts to look it up.  Suddenly...

DOZENS OF CARS HEADING STRAIGHT FOR THEM

In the attempt to get out, hundreds of cars have been re-
directed by the military to use the opposite side of the
highway.

			MOISHE
	Oh my God!

Moishe SWERVES violently to avoid collision, barely missing
the oncoming traffic.  Dodging right to left, Moishe hangs on
for dear life.

A Military Office, assisting in diverting the cars turns just
in time to see the Olds whiz by.

David and Moishe are bounded around the inside of the car as
Moishe tries to veer through traffic.

Suddenly A TRUCK  blocks off their only escape route.

Moishe turns HARD and drives up onto the right shoulder.

OVERHEAD ANGLE - OLDS AND TRAFFIC

The Olds is the only car in headed that direction.  Using the
shoulder, swerving to miss barricades, they drives off an exit
ramp.

			DAVID
	Nice driving, pops!

Dangerously close to a heart attack, Moishe is, for once, at a
loss for words.  Over their adrenaline pumped faces...

			MALE VOICE (V.O.)
	...put your hands together for
	Sabrina!

						CUT TO:

INT. STRIP CLUB - LOS ANGELES - NIGHT

A bikini-clad Sabrina twirls gracefully on the stage.  As she
comes to a stop we reveal Sabrina is actually Jasmine.  She
looks out into the audience and her expression DROPS.

REVERSE ANGLE - JASMINE'S POV - EMPTY CLUB

Five strippers and eight customers.  All crowded near the
television watching the news.

ANGLE T.V. - ROOFTOP - LOS ANGELES

Helicopter footage of people gathered on the rooftops of
downtown Los Angeles holding up drawings of space aliens.

			NEWSCASTERS
		(filtered)
	...from the "it could only happen
	in California" file, hundreds of
	UFO fanatics have gathered on the
	rooftops of downtown Los Angeles,
	welcoming the new arrivals...

INT. DRESSING ROOM - CONTINUOUS

Jasmine storms into the dressing room.  Wiping off her makeup,
she sits down next to TIFFANY who watches the same report on a
small b&w.

			JASMINE
	I can't believe I even came in
	tonight.  What was I thinking?

			TIFFANY
		(re: T.V.)
	Isn't this cool?  And you thought
	I was nuts.  Oh, look, I brought
	mine with me.

Tiffany holds up a drawing of a space alien.

			JASMINE
	You're not thinking of joining
	those idiots?

			TIFFANY
	I'm going over there soon as I'm
	off.  Wanna come?

Jasmine turns to Tiffany, dead serious.

			JASMINE
	Tiffany, I don't want you to go up
	there.  Promise me you won't.
		(Tiffany pouts)
	Promise!

			TIFFANY
	I promise.

			JASMINE
	Okay.  I'm gone.  I'm outta town
	for a while.

Her boss MARIO enters and walks over to his private office in
back.  He opens the door and finds Dylan playing with his dog, 
Boomer.

			MARIO
	What the hell's your kid doing
	here?

Jasmine rushes past picking up Dylan and carrying him away as
she heads for the exit.  Boomer follows.

			JASMINE
	You try to find a sitter today.

			MARIO
	Where do you think you're going?
	You leave, you're fired.

			JASMINE
		(out the door)
	Nice working with you, Mario.

					CUT TO:

EXT. WASHINGTON D.C. - NIGHT

The streets are nearly deserted.  Millions of small lights on
the underbelly of the craft cast strange reflections on the
streets below.  The Olds drives on its way towards the Capitol
building.

INT. OLDS - CONTINUOUS

David types frustratedly on his laptop.

			MOISHE
	Not listed, huh?

			DAVID
	I just haven't found it yet.  I
	tried C. Halbrook, Connie
	Halbrook, Spunky Halbrook...

			MOISHE
	Spunky?

			DAVID
	College nickname.

			MOISHE
	You try Martin?

			DAVID
	She didn't take my name when we
	were married.

Moishe shrugs.  David gives it a shot.  Finds it.  The machine
BEEPS.

			MOISHE
		(sarcastic)
	So what do I know?

						CUT TO:

INT. LOCKER ROOM - EL TORO MARINE CORPS STATION - NIGHT

A crowded locker room.  Steve enters.
 
			MALE VOICE (O.S.)
	Where the hell've you been?

			STEVE
	Ah, were you guys waiting for me?

Several Marines throws towels at Steve as he makes his way to
his locker.  His best friend, JIMMY, sits next to him.

			JIMMY
	Can you believe it?  This is
	serious shit, Stevie.  They've
	recalled everyone!

As Steve sits he SEES some envelops stuck into the side of his
locker.

			STEVE
	Well, the mail's still working.

He flips through the envelops and FREEZES when he sees one
with the NASA insignia on it.  Jimmy snatches it away from
him.

			JIMMY
	Junk mail.  You don't want this.

Steve quickly snatches it back, right it open and reads.  From
the disappointment on his face we can tell it's bad news.
Realizing, Jimmy puts a hand on Steve's shoulder.

			JIMMY
	I don't believe it.  They make you
	learn how to fly everything from
	an Apache to a Harrier and still
	they turn you down?  What else do
	they want you to learn?

			STEVE
	How to kiss ass.

Steve crumples at the letter and tosses it.  Angrily he opens his
locker.  Pasted on the locker door we see photos of Jasmine
next to the photos of the space shuttle, Apollo Missions, and a
NASA insignia bumper sticker.

As Steve stuffs his jacket into the locker, something falls
out.  Before Steve can grab it, Jimmy snatches it up first.

			JIMMY
		(embarrassed)
	Jasmine has this thing for
	dolphins.  I had them make it...

			STEVE
	I thought you said you were doing
	to break it off.

Steve snatches it back, embarrassed.

			JIMMY (cont'd)
	Steve, listen to me, you're never
	gonna get to fly the space shuttle
	if you marry a stripper.

Steve knows he's right.  He's torn.

						CUT TO:

EXT. WHITE HOUSE - MOMENTS LATER - NIGHT

The Olds stops near the White House.  From here we can SEE
tanks and armed patrols.  A small group of protesters have
gathered, upset about the military hardware.  Signs: "Don't
provoke" "Violence begets Violence."

INT. ODS - CONTINUOUS

David adjusts a small portable satellite, connecting it to his 
phon and laptop computer.

			MOISHE
	So, you want to ring the bell or 
	should I?

David flips open the phone, dials the number on the screen.

			DAVID
	Perfect, she's using it.

			MOISHE
	It's perfect the line is busy?

			DAVID
	Yes.  I can use he signal to
	triangulate her exact position in
	the White House.

			MOISHE
	You can do that?

Shooting his father a look.

			DAVID
		(sarcastic)
	All cable repairmen can.

INT. WHITE HOUSE - HALLWAY - MOMENTS LATER

Constance is just finishing a call on her cellular phone.

			CONSTANCE
	...Sally, take my cat with when
	you leave.  No I'm staying here at
	the White House.  Take care.

The moment she hangs up, it RINGS.  Surprised, she answers.

			CONSTANCE
	What?

			DAVID
		(filtered)
	Connie, don't hang up.

			CONSTANCE
	David?  How'd you get this number?

			DAVID
	Walk to the window.  Right in
	front of you.

Constance looks up to the large glass windows.  She walks over
to it, looking out.

			CONSTANCE
	What am I looking for?

CONSTANCE'S POV - STREET - OLDS - DAVID

Between two of the tanks outside, Constance can SEE David
standing on top of the Olds across the street.  Moishe steps
out, waves.  Constance is stunned.

			CONSTANCE
		(to herself)
	How does he do that?

						CUT TO:

INT. BRENNON TRAILER - NIGHT

Sulking, Alicia sits in back with he walkman on.  Troy sleeps
while Miguel drives.  Suddenly Miguel his the brakes, as
something comes SAILING DOWN FROM THE SKY.

We realize it's the B-WING PLANE landing on the stretch of
roadway directly in front of them.

EXT. ROADWAY - CONTINUOUS

The plane lands, skids into a turn.  Russell jumps out, walks
over to the trailer.  We can tell he's drunk again.

			MIGUEL
	They let you out?

			RUSSELL
	Just what the hell do you think
	you're doing?

Miguel moves to meet Russell away from the trailer, not
wanting the others to hear.

			MIGUEL
	We're leaving, don't try and stop
	us.

			RUSSELL
	You're not going anywhere.  You
	hear me?  I'm still your father.

Miguel explodes, this has been building up for some time.

			MIGUEL
	No, you're not!  You're just the man
	who married my mother.  You're
	nothing to me!

Russell is momentarily silent, stunned.  Recovering...

			RUSSELL
	Troy's still my son no matter how
	you feel about me.

			MIGUEL
	For once in your life think about
	what's best for Troy.  Who has to
	beg for money to buy him medicine
	when you screw up?  Who?

Suddenly we hear glass CRASHING.  Both men spin to find Troy
standing behind them.

			TROY
	Stop it!  I'm not a baby!  I don't
	need your stupid medicine.  I
	don't need anyone to take care of
	me!

Miguel leans down to see the broken MEDICINE BOTTLE on the
floor.  Miguel rushes over to him, furious.

			MIGUEL
	You know what this stuff costs?
	Do you want to get sick again!?
	Do you!?

Frustrated, Miguel shoves Troy aside and heads back into the
trailer.  Wobbly from the drinking, Russell stands there
pathetically, watching.

EXT. ANDREWS AIR FORCE BASE - NIGHT

A large group of press rush over toward FOUR APACHE
HELICOPTERS, each refitted with a large LIGHT BOARDS, as they
slowly lift off the ground.  Cameras flash, reporters yell
questions to the Officers assigned to keep them at bay.

Several news organizations do stand up remotes.  We TRACK past
them to the CNN crew.

			CNN REPORTER
	What you see behind me are four
	Apache helicopters...

INT. BRIEFING ROOM - WHITE HOUSE - SAME

On the television plays the CNN broadcast.  The reception is
intermittently disrupted.

			CNN REPORTER
		(filtered through T.V.)
	...each has been refitted with
	what Pentagon officially hope will
	be our first step in communicating
	with the alien craft...

We WIDEN to reveal a large contingent of military personnel
along with the President's chief advisors gathered around
several monitors, (the center monitors are momentarily blank).

Suddenly everyone snaps to attention as the President enters.

			PRESIDENT
	Where are we?

			GENERAL GRAY
	They're in the air.

						CUT TO:

INT. OFFICE OF THE COMMUNICATIONS DIRECTOR - SAME

Moishe inspects a photo of Constance with the President,
impressed he nods with approval.

			MOISHE
		(to himself)
	Very nice.

Constance is looking at David's laptop displaying the
breakdown of the alien signal.

			CONSTANCE
	And when is the countdown supposed
	to expire?

			DAVID
		(checking)
	Fifty six minutes, forty five
	seconds.

Constance runs her fingers through her hair, exasperated.
Moishe turns, listens.

			CONSTANCE
	What do you want me to do?

			DAVID
	I want you to leave with us.
	Right now.

			CONSTANCE
	I can't leave.  We have to tell
	this to the President.

			DAVID
	He's not going to listen to me.

Surprised at his son, Moishe steps forward.

			MOISHE
	Sure he'll listen.  Why wouldn't
	he?

			DAVID
	Because last time I saw him I
	punched him in the face.

			MOISHE
	You punched the President in the
	face?

			DAVID
	He wasn't the President then.

			CONSTANCE
	David thought I was having an
	affair, which I wasn't.

			MOISHE
	Punched the President?  Oh my god.

APACHE HELICOPTERS

ZOOM by overhead.  In the distance we see they are headed for
the enormous alien craft.

INT. HELICOPTER - PILOT - CONTINUOUS

The PILOT adjusts his radio.

			PILOT
	Echo one, we are closing in.

EXT. SKIES - CONTINUOUS

The choppers alter their formation, aligning themselves
alongside one another.  As the helicopters near the craft, we
see how tiny they appear against the gargantuan space ship.

INT. HALLWAY - ELEVATORS - WHITE HOUSE - MINUTES LATER

The elevator doors open and Moishe steps out, overwhelmed and
impressed.  Constance leads them down the hall.  Moishe turns
to David, whispers.

			MOISHE
	If I had known I was going to meet
	the President, I'd a worn a tie.
	Look at me, I look like a 
	schlemiel.

INT. OVAL OFFICE - CONTINUOUS

The Office is empty as the trio walks in.  Moishe can't
believe he's in there.  He straightens himself up, combs his
hair.

			CONSTANCE
	Wait here.  I'll be right back.

David sets up his laptop.

			MOISHE
	Not on his desk.

INT. BRIEFING ROOM - NIGHT

The middle monitors are now on.  They show the night vision
P.O.V. of the helicopters as they approach.  On the side
monitors we SEE the various news broadcast of this event.

			NEWSCASTER
		(filtered)
	...the helicopters are making
	their final approach...

On the middle monitor, through the night vision camera on the
lead helicopter we SEE the side of the craft as the
helicopters near. Everyone in the room watches, tense.

Constance enters and kneels down next to the President,
whispering in his ear.  The President gets up and follows
Constance.  Chief of Staff Nimziki objects.

			NIMZIKI
	You're leaving now?

The President silences him with a look.  As they exit.

			CONSTANCE
	I don't know how you put up with
	him.

			PRESIDENT
	He used to run the NASA.  He knows
	where all the bones are buried.
	Comes in handy.

			CONSTANCE
	I'll bet.

INT. OVAL OFFICE - SAME

The door flies open and Constance and the President enter.
The moment President Whitmore sees David, he freezes.

			PRESIDENT
	What the hell's he doing here?

Moishe, bursting, steps forward.

			MOISHE
	Moishe Martinsburg, Mr. President.

			CONSTANCE
	My ex-husband works in satellite
	communications.

			PRESIDENT
	I don't have time for this...

With a BANG, David suddenly KNOCKS everything off the
President's desk and starts to draw on the ink blotter.

			DAVID
	It's about "Line o sight," Mr.
	President...

David draws a circle representing Earth and a smaller circle
just away from it.  The President reluctantly nears.

			DAVID
	...If you wanted t coordinate
	with ships all over the world, you
	couldn't send one signal to every
	place at the same time.  That's
	called line of sight...

Drawing a line from the ship of either side of the Earth, we
SEE that you could not send a signal to the other side.

			DAVID (cont'd)
	...you'd need to relay your signal
	using satellites...

David draws small satellites surrounding Earth.

			DAVID (cont'd)
	...to reach each ship.  I have
	found a signal hidden inside our
	own satellite network.

Suddenly an aide, ALEX, appears in the doorway.

			ALEX
	Excuse me, Mr. President.  They're
	starting.

The President turns to the monitor in his office.  We SEE the
helicopters turning on the light boards affixed to the front
of their cockpits.  He turns back to David.

			DAVID
	Mr. President, they are using our
	own satellites against us and the
	clock is ticking.

EXT. HELICOPTERS - SAME - NIGHT

The large light panels TURN ON, multi-colored lights slowly
begins to flash in a repeating sequential patterns.

REVERE ANGLE - HELICOPTERS AND SPACE CRAFT

The helicopters are puny little specs next to this Goliath.
The light boards continues to FLASH but there is no reaction
from the ship.

INT. BRIEFING ROOM - SECONDS LATER

Everyone is glued to the monitors as the President storms in.

			PRESIDENT
	General Grey, co-ordinate with
	Atlantic Command.  Tell them they
	have twenty five minutes to get as
	many people out of the cities as
	they can.

			GENERAL GREY
	But Mr. President...

			PRESIDENT
	And get those helicopters away
	from the ship.  Call them back
	immediately.

General Grey obeys, turning to an assistant who quickly grabs
a phone.  Nimziki steps up to the President.

			NIMZIKI
	What the hell's going on?

			PRESIDENT
	We're leaving.

An AIDE motions to the monitors.

			AIDE
	They're responding.

The room goes silent, everyone turns to the monitors.

MONITOR - NEWS PROGRAM & NIGHT VISION VIDEO

On all screens we SEE the space ship as a long thin line of
WHITE LIGHT suddenly emits from the side of the craft,
illuminating the four Apache Helicopters.

EXT. APACHE HELICOPTERS - SAME

The light boards are overpowered by the bright light coming
from the space craft.  Suddenly with a loud SCREECHING NOISE,
the white light spills out as the huge OPENING unfolds at the
side of the craft.

The four helicopters have to flight to hold their positions, as
something powerful emits from the schism in the ship.

Then like a gigantic bug-zapper, the four pesky little Apache
Helicopters are BLOWN OUT OF THE SKY, one by one.  They leave
no time to retreat.

INT. HOTEL SUITE - NIGHT

Mrs. Whitmore packs her bag, as the horrifying image of the
destruction of the helicopter replays on the T.V.

			SECRET SERVICEMAN
	Mrs. Whitmore?  The President has
	ordered the evacuation.  We have
	to leave, now.

She slams her valise SHUT and quickly exits.

POLICE HELICOPTER

SOARS over us, headed directly for downtown Los Angeles.

EXT. ROOFTOP - SAME

The UFO true believers are still there, holding up their
signs.  Making her way through several of them we see Tiffany.
She looks up to the spacecraft above.

			TIFFANY
		(awed)
	It's beautiful.

She digs her drawing of an alien out of her purse as she
excitedly rushes up to the others.  She holds it up to the
sky, proudly.

POLICE HELICOPTER

From out of nowhere the helicopter LIFTS up over the side of
the building, shining its spotlight down the believers
below.

			POLICE (P.A.)
	...we are evacuating the city.
	Please leave the building at once.

The sign holders begin to "boo" the police, ignoring them.

EXT. CITY STREET - PASADENA THROUGHWAY - SAME

The freeway is packed on both sides, every car headed out of
town.  There is no opposing traffic.

INT. JASMINE'S CAR - SAME

Dylan holds Boomers as Jasmine drives.  The news plays over her
car radio.

			RADIO VOICE
	...authorities have called for a
	complete evacuation of Los Angeles
	County.  People are advised to
	avoid the highways whenever
	possible.

			JASMINE
	Now he tells me.

EXT. WHITE HOUSE - SAME

The President stops on his way to the Presidential helicopter
as an aide brings his daughter outside.  The President ushers
her into the helicopter.  He turns back and see a military
guard holding back Moishe and David.

			PRESIDENT
	They're okay.  Let them on!

INT. HELICOPTER - CONTINUOUS

The President steps inside, turns to General Grey.

			PRESIDENT
	Is my wife in the air?

			GENERAL GREY
	She should be shortly.

David flips open his laptop which reads: 09:07. 09:96...

EXT. WHITE HOUSE LAWN - HELICOPTER - CONTINUOUS

The Presidential helicopter lifts off as several other
helicopters wait behind, people filing into them.

EXT. ROOFTOPS - LOS ANGELES - SAME

The Police helicopter is still flashing their lights at the
UFO believers who refuse to budge.  Suddenly the entire
rooftop is BATHED IN WHITE LIGHT.  They all grow silent
staring up at the craft.

Above them another SCHISM has opened at the bottom of the
craft, the white light spilling out.

As though the heavens had opened, the UFO believers lift their
arms, waiting to be taken.

			BELIEVERS
	Take me!  No, take me!  Take me!

Slowly, this beam of light from the base of the ship
INTENSIFIES directly on the top of this building.

EXT. HELIPORT - SAME

Standing on this rooftop heliport directly across from the UFO
believers, the First Lady watches them, concerned.

			SECRET SERVICEMAN
		(yelling over helicopter)
	Mrs. Whitmore!

Reluctantly, the First Lady turns and runs for the helicopter.
The door is shut and the helicopter takes off.

EXT. THE CAPITOL BUILDING - SAME

With a ROAR, the Presidential helicopter ZOOMS past, behind it
we see an enormous SCHISM opening beneath the space craft.

EXT. WHITE HOUSE - SAME

Alex is helping people get onto the remaining helicopters.
Suddenly he is bathed in WHITE LIGHT.  He looks up and sees
the SCHISM, its WHITE BEAM coming directly down upon the White
House.

EXT. EMPIRE STATE BUILDING - SAME

The pinnacle of this landmark is abruptly illuminated in WHITE
LIGHT.  We PAN UP to the space craft above, the beam
intensifying from the SCHISM below the ship.

EXT. ANDREWS AIR FORCE BASE - SAME

The Presidential helicopter lands.  The President and his
group are ushered over to AIR FORCE ONE which stands only
hundred yard away.

INT. AIR FORCE ONE - SAME

The door OPENS and the President and his advisors rush in.
David flops down into a seat, quickly flips open his laptop
which reads: 00:05, 00:04...

EXT. ROOFTOP - LOS ANGELES - SAME

As the light amplifies, the believers chant, louder and
louder.  Suddenly the white light DISAPPEARS.  The believers
are stunned.  In a brief moment it is replaced with a BLAST.

A DESTRUCTION BEAM BLASTS down onto the rooftop, splintering
everything there, Police helicopter included, into a billion
tiny particles.

Tiffany is he epicenter, from here the WALL OF DESTRUCTION GROWS
outwardly, destroying everything in its path.

EXT. EMPIRE STATE BUILDING -  SAME

Just as the BLAST HITS, the historic building is DECIMATED.

EXT. WHITE HOUSE LAWN -  SAME

Alex shuts the door on a helicopter.  As he steps back the
white light VANISHES.  He looks up as the BLAST replaces the
beam.

ANGLE - WHITE HOUSE

Just as one of the helicopters pass us, the White House
SPLINTERS BEFORE OUR EYES.

EXT. ANDREWS - RUNWAY - AIR FORCE ONE - SAME

Air Force One quickly taxis down the runway toward us.
Behind them in the distance we can SEE the DESTRUCTIVE beam
GROWING OUTWARDLY from the epicenter.

THE CAPITOL BUILDING

The WALL OF DESTRUCTION reaches the Capitol Building,
fragmenting into a trillion particles.

THE PENTAGON

Washed under the WALL OF DESTRUCTION, the Pentagon, too, is
blown to smithereens.

INT. AIR FORCE ONE - SAME

Thick with tension.  Everyone is white-knuckled, anxious for
take off as they taxi quicky down the runway.

EXT. ANDREWS - RUNWAY - AIR FORCE ONE

Air Force one, full throttle.  It LIFTS OFF just in time to
miss the WALL OF DESTRUCTION as it rips apart the airport
behind them, dangerously close.

WIDE ANGLES - WASHINGTON, D.C.

We SEE the WAVE OF DESTRUCTION growing outwardly from the
epicenter, ENGULFING ALL OF WASHINGTON.

Air Force One is just barely making it out in time.

EXT. PASADENA FREEWAY - SAME

Jasmine's car is caught in traffic just outside the tunneled
underpass at the Griffith Park Mountains.

			RADIO NEWSMAN
		(filtered)
	...My God.  It's destroying
	everything in its path.
	Widening...

Suddenly the radio CUTS OUT.  Jasmine turns around and SEES...

JASMINE'S POV - FREEWAY & DOWNTOWN

Far off the devastation of downtown can be seen.  The WALL OF
DESTRUCTION growing towards us.

Reacting, Jasmine grabs Dylan and dashes out of the car.
Boomer follows.  Every drivers who can, jumps out of their
cars, running in all directions.

Jasmine heads for the tunnel.

ANGLE - FREEWAY

The grid-locked cars have nowhere to run as the WALL OF
DESTRUCTION grows out from downtown.  All the cars are WIPED
OUT in a row, sitting ducks.

ANGLE - OVERPASS - BRIDGES

Packed with cars.  They're quickly demolished as the WALL OF
DESTRUCTION blasts by.

INT. TUNNEL - SAME

Jasmine turns back from the tunnel entrance.

JASMINE'S POV - WALL OF DESTRUCTION

Ever nearing, only moments away.

Jasmine spots an open MAINTENANCE ALCOVE deep within the
tunnel.  She runs to it, puts Dylan inside and climbs in after
him.

Leaning back out, Jasmine looks for Boomer who stares at her,
wagging his tail.

			JASMINE
	Boomer, come.  Come boy!

Boomer LEAPS inside and Jasmine ducks to the side of the WALL
OF DESTRUCTION hits the tunnel entrance, cars are JAMMED
TOGETHER, SMASHING into one another.

Suddenly the car ARE BLOWN CLEAR THROUGH THE TUNNEL like so
many toy Hot Wheel cars.

Inside the Maintenance alcove, Jasmine shields Dylan and
Boomer with her body.

EXT. MANHATTAN - WIDE ANGLE - SAME

From a distance we WATCH as all of Manhattan is consumed from
its center outwardly by the growing WALL OF DESTRUCTION.
Within seconds all of Manhattan is gone.

The WALL OF DESTRUCTION reaches its outer most edges and fades
away.

The SCHISM under the craft slowly CLOSES.  The ship now hovers
over a completely wiped out Manhattan.

						SLOW DISSOLVE:

INT. BRENNON TRAILER - PRE-DAWN

A hand adjusts the trailer radio.

			RADIO
		(filtered)
	...reports are unclear as to the
	extent of the devastation, but
	from all accounts, Los Angeles,
	Washington and New York have been
	left in ruins...

Russell shoots a worried look over to Miguel.  Suddenly Troy
moves up to the front on wobbly legs.

			TROY
	Guys, I don't feel so good.

			RUSSELL
	When was the last time you had
	your medicine?

			TROY
	Four days... five?

Troy looks really sick.  Miguel is shocked.

			MIGUEL
	But I gave you some this morning.

			TROY
	I didn't take it.  I thought I
	didn't need it anymore.

EXT. DESERT HIGHWAY - SAME

The trailer, with Russell's Bi-wing in tow, pulls over.  Troy
rushes out, vomiting on the side of the road.  Miguel comes to
his aide.  Russell steps out and walks to the curve in the
highway.

			RUSSELL
	Miguel?  Come take a look at this.

Reluctantly Miguel leaves his brother's side.

POV - RUSSELL AND MIGUEL

Below an entire valley filled with campers, trailers and
busses.  An instant refugee city, if you will, for as far as
the eye can see.  Spectacular.

						CUT TO:

INT. EL TORO - BRIEFING ROOM - MORNING

Thirty-five pilots are being briefed by their Commanding
Office, CAPTAIN WATSON who points to a fuzzy photograph of
the craft over Los Angeles.

			WATSON
	You will be the first wave in our
	counter attack.  Though
	surveillance satellite
	reconnaissance has been impaired,
	we have a fix on our primary
	target.

Steve and Jimmy sit next to each other near the back of the
room

			STEVE
		(whispered)
	You won't exactly need radar to
	find it.

Jimmy chuckles.  Watson is annoyed.

			WATSON
	You want to add something to this
	briefing, Lt. Hill?

Steve smiles confidently.

			STEVE
	Sorry, Sir.  Just real anxious to
	kick some alien ass.

Everyone chuckles, including Captain Watson.

EXT. EL TORO MARINE CORPS AIR STATION - MOMENTS LATER

Huge hangar doors open revealing an F/A-18 HORNET, one of the
U.S.A.F.'s elite.

TARMAC - OVERHEAD SHOT

Thirty F/A-18s await take off on the tarmac as Technicians and
Flight Crews race for position.

ENGINE BLAST

The heat waves momentarily obscure our view as the F/A-18s
take to the air.

INT. AIR FORCE ONE - SAME

The President is deeply contemplative.  Constance sits down
next to him.  She knows what he's thinking.

			CONSTANCE
	You saved a lot of lives.

			PRESIDENT
	I could have evacuated the cities
	hours ago.
		(beat)
	You know, when I flew in the Gulf
	War everything is simple.  We
	knew what we had to do.  It's not
	simple anymore, Connie.  A lot of
	people died today.  How many
	didn't have to?

Constance realizes there's no comforting him.  She supports
him silently by being there.  General Grey comes over.

			PRESIDENT
	Any news on my wife?

			GENERAL GREY
	The helicopter never arrived at
	Nellis and there's been no radio
	contact.

The news rocks the President.  They both know what that means.

			GENERAL GREY (cont'd)
	The fighters are in the air.

Whitmore nods and follows the General to the back of the
plane.

COMMAND CENTER - AIR FORCE ONE

Military Command has been set up on Air Force One, a kind of
flying NORAD.  Military and technical crew are seated at the
controls.  Nimziki is already there.

			GENERAL GREY
	All satellites, microwave and
	ground communications with the
	cities are gone.  We believe we're
	looking at a total loss.

Maintaining his composure, the President looks up at the many
tracking screens.

			PRESIDENT
	Where are they?

			GENERAL GREY
		(pointing)
	ETA with target; four minutes.

EXT. BLUE SKIES - TACTICAL FIGHTERS - SAME

Five F/A-18 fighters move into frame.  As we WIDEN we REVEAL a
total of 30 F/A-18s in attack formation, destination Los
Angeles.

INT. STEVE'S FIGHTER - SAME

Steve pulls a long cigar out of his breast pocket.

			STEVE
		(into radio)
	Jimmy crack corn, do you have
	victory dance?

INT. JIMMY'S FIGHTER - SAME

Jimmy pulls his cigar out.  Examines it.

			JIMMY
		(into radio)
	That is an affirmative.  I have
	victory dance. Mmmmmmm.

			STEVE
		(filtered)
	Don't get premature on me, Jimmy.
	We don't light up 'til the Fat
	Lady sings.

			JIMMY
	I hear you.

INT. AIR FORCE ONE - PASSENGER SECTION - SAME

Air sick, David holds a "barf bag" as Moishe talks.

			MOISHE
	It's Air Force One for crying out
	loud.  Still he gets sick?

			DAVID
	Moishe, please, don't talk.

Moishe pats his belly.

			MOISHE
	Look at me, like a rock.  Good
	weather, bad, doesn't matter.
		(motions with his hands)
	We can go up and down, back and
	forth, side to side...

David can't take any more of this story and takes off running
for the bathroom.

			MOISHE
	What I say?

Constance comes over, sits next to Moishe.

			CONSTANCE
	He still gets air sick, huh?  In
	all of this I didn't get the
	chance to thank you two.

			MOISHE
	Think nothing of it, Spanky.

Constance smiles, corrects him.

			CONSTANCE
	Spunky.  He told you about that?

			MOISHE
		(nods)
	All he could think about was
	getting to you.  There's still
	love there I think.

			CONSTANCE
		(sadly)
	Love was never our problem.

			MOISHE
	All you need is love.  John
	Lennon.  Smart man.  Shot in the
	back, very sad.

EXT. SKIES - SAME

In the distance we can see the devastated Los Angeles, the
space craft still hovering above it.  The Fighters zoom into
frame.

INT. STEVE'S FIGHTER - SAME

Steve looks down, becomes worried.

			STEVE
	I shouldn't have left her.

			JIMMY
		(filtered)
	Don't worry, big guy.  I'm sure
	she got out of here before it
	happened.

Steve nods absently.

			STEVE
	Let's lock and load.

INT. AIR FORCE ONE - SAME

The center F/A-18 on the radar map begins to FLASH yellow,
just under its image.  We SEE a video display of its FLIR
(forward-looking infrared) targeting system, locked on.

			TECHNICIAN
	Los Angeles attack squadron has
	AMRAAM missiles locked on target.

			TECHNICIAN #2
	Washington and New York squadrons,
	reporting lock on.

			GENERAL GREY
	Fire at will.

EXT. STEVE'S FIGHTER - SAME

An Advanced Medium-Range Air-to-Air Missile (AMRAAM) DROPS
down from the underbelly of the fighter, DARTING OFF.

Radar targeted, the missile BANKS hard, adjusting.  We SEE it
is joined by FOURTEEN other missiles, all rocketing towards
their target.

EXT. ALIEN SHIP - SECONDS LATER

The missiles are headed straight for the alien ship.
Suddenly about a quarter mile before they reach it, they
EXPLODE, as though blown out of the sky.

When the smoke clears we see there has been zero damage.

INT. STEVE'S FIGHTER - SAME

			STEVE
	Damn it!

			JIMMY
		(filtered)
	I didn't even see them fire!

			STEVE
	Command, Eagle One.  Switching to
	"sidewinders."  We're moving in.

EXT. SKIES - SAME

In unison these amazing birds DIVE together, realigning
themselves into six groups of five, spreading out to attack
different areas of the ship.

STEVE'S GROUP

The first attack group, Steve's, are the first to near the
colossal alien craft. Simultaneously they drop their AIM-9
sidewinder missiles.

PACK OF AIM-9 SIDEWINDER MISSILES

They reach the same quarter-mile proximity and EXPLODE.

INT. STEVE'S FIGHTER - SAME

			STEVE
	They must have some kind of
	protective shield surrounding
	their hull.  Pull up.

Most of the fighters do, but one is too late and SMASHES into
the ship's protective shield.

EXT. SKIES - SAME

Steve's squadron BANKS hard, skirting the edge of the ship's
protective shield.

As the fighters approach, the alien ship's enormous ATTACK BAY
doors OPEN.  Suddenly DOZENS OF ALIEN ATTACKERS dart out
towards our fighters.

			STEVE
		(filtered)
	Evasive maneuvers!  Check Six!

Just moving away in time, our Fighters barely dodge the
oncoming enemy Attackers as they FIRE a HAILSTORM of FIREPOWER
(tracker bullet-like lasers) showering the sky.

As Steve's plane DIVES, an Attacker follows.  Jimmy's plane
pulls up behind the attacker.

HEADS UP DISPLAY - HUD

Jimmy's HUD has the alien attacker in his sights.

			JIMMY
		(filtered)
	Got you covered, Stevie.

Jimmy FIRES, another AIM-9 Sidewinder TAKES OFF.

ALIEN ATTACKER

The Sidewinder overtakes the attacker as Steve ROLLS AWAY out
of position.  Five yards before the sidewinder can get to the
Attacker, it EXPLODES.

			JIMMY
		Shit!  They've got shield too.

STEVE'S FIGHTER

Banks back around to get a shot.  Just as he turns, three
American Fighters are BLOWN TO RIBBONS from Attacker tracer
fire.

The Attackers are in hot pursuit of Jimmy's fighter.  The
Fighter flying next to Jimmy is DEMOLISHED.

			STEVE
	Jimmy, roll right.  I'll cover.

Jimmy's fighter narrowly rolls away from the tracer fire as
Steve fires another Sidewinder, momentarily distracting the
Attacker.

Jimmy falls in line with Steve as the attackers turn on them.
Both fighters jerk downwards at a ninety degree angle at MACH
ONE.  Narrowly missing the ground, they bank away.  The
Attackers can't follow.

INT. AIR FORCE ONE - SAME

Fighter after fighter begin to disappear from the display
screens.

			CONSTANCE
	We're losing them.

			PRESIDENT
	Then get them out of there.

Suddenly one of the large radar display maps FIZZLES OUT.

			TECHNICIAN
	We've lost the satellite.

Before he can adjust, another monitor FIZZLES AWAY.

EXT. LOS ANGELES - SAME

One by one we SEE the fighters getting TAKEN OUT.  Fireballs
litter the laser-tracer fire covered skies.

			STEVE
	Maybe we can out run them.  Follow
	my lead.

Jimmy and Steve bank away from the craft, hit the supercruise,
BOLTING AWAY at Mach 2.

Both  Jimmy and Steve are held tight against their seats,
straining against the G-Force.

Two Attackers spot them and follow in hot pursuit.

Steve and Jimmy are flying at breakneck speeds, the attackers
slowly gaining on them.

			STEVE
	Jimmy, kick it!  They're gaining.

			JIMMY
	We're already over Mach 2!

			STEVE
	So push it!

Readouts show the  planes flying beyond measurement.

INT. JIMMY'S FIGHTER - SAME

As the  planes accelerate, Jimmy fights to remain conscious.

			JIMMY
	Stevie... I can't...

			STEVE
	Jimmy, stay with me.

Jimmy slowly loses consciousness.  His fighter slows, drifting
off to the right.

			STEVE
	JIMMY!

ALIEN ATTACKERS

gain on them.  One catches up with Jimmy's fighter and FIRES.

JIMMY'S FIGHTER

Laser-tracers SHOWER the Fighter.  It EXPLODES.  Job done, his
Attacker banks away, returning to Los Angeles.

			STEVE
	No!!!!

Steve's Attacker stays right with him, slowly gaining.  Steve
kicks his harder, keeping the distance.

						CUT TO:

INT. EL TORO - AIR TOWER - SAME

A radar OPERATOR spots something on his screens.  He turns to
Captain Watson.

			OPERATOR
	We have incoming.

			WATSON
	Friendly?

			OPERATOR
	I don't think so.

Watson hits an alarm which ROARS.

EXT. EL TORO - TARMAC - SECOND LATER

A dozen PILOTS race out onto the field, running for their
planes.  Before anyone can reach them, the sky darkens with
ALIEN ATTACKERS who STRAFE the runway.

INT. TOWER - SAME

Through the front glass of the tower we SEE the Attackers
firing.  One fires directly at the tower.  Watson DIVES for
cover as everything around him erupts into a gigantic
FIREBALL.

WIDE ANGLE - EL TORO

The entire base goes up in flames.

						CUT TO:

EXT. SKIES - FIGHTER & ATTACKER - SAME

Steve looks down over the side of his fighter.

STEVE'S POV - THE GRAND CANYON - SAME

Steve HITS THE BRAKES.  Surprised, the Attacker SAILS PAST.

Taking the moment, Steve DIVES down INTO THE GRAND CANYON.

			STEVE
		(to himself)
	Okay, jerk-off.  Let's have some
	fun.

The Attacker recovers, dives after Steve who flies dangerously
close to the canyon walls.  The Attacker has trouble keeping
up with him but does.

Steve puts on a clinic in advanced aerobatics, banking,
diving, swerving.

The Attacker seems to be improving, following closer and
closer.

Steve ducks into smaller canyons, twisting sideways.  Still
the Attacker follows close.

FUEL GAUGE - RUNNING LOW

Near empty.  Frustrated, Steve gets pissed.

			STEVE
	Damn it!

Steve turns down a dead and side canyon.  The Attacker is
right on his tail.

			STEVE
	Let's see if you're fully
	equipped.

The Fighter is on a collision course with the end of the
canyon wall.  Suddenly Steve yanks his ACES II - EJECTION
SEAT.

Stave SAILS UPWARDS into the air.

The Fighter CRASHES into the canyon wall.

The Attacker can't turn in time.  He tries to pull up, over
it, just misses the top of the canyon wall.

As the nose of the Attacker hits the tip of the canyon wall
the Attacker is FLIPPED OVER, ROLLING END OVER END over the
top of the canyon.

The parachute on Steve's ejection seat pops OPEN.

EXT. TOP OF CANYON - CONTINUOUS

Rolling end over end, the Attacker is banged up BADLY as it
finally comes to a stop.

Not far away, Steve has a quick, hard, landing.  Rolling over,
Steve quickly pops the buckles on the chute and frees himself.

He stands and looks around.  Spotting the beat up and
incapacitated alien Attacker, Steve gets an angry resolved
look.  He marches over to the fallen alien Attacker.  He scans
it quickly, spots a type of door that has been knocked ajar.

With all his might, Steve YANKS the door OPEN.

AN ALIEN

For the first time we get a quick glance at these aliens, an
odd hybrid creature with fluctuating skeletal structure.

The reason we only get a quick glance is because the moment it
turns woozily towards us, Steve rears back and SLUGS HIM IN
THE FACE, knocking the alien totally unconscious.

His anger finally subsiding, exhaustion taking over, Steve
stands over the craft, slowly withdrawing the prized Victory
Dance cigar.  He lights it and takes a long angry puff.

			STEVE
	Now that's a close encounter.

						CUT TO:

INT. TUNNEL - PASADENA FREEWAY - ALCOVE - SAME

It's dark.  The hole Jasmine had entered is now blocked.  She 
pushes but it won't budge.  Exhausted, she ignites her lighter
to get a better look around.

As it lights we SEE that we are inside a maintenance garage.
Jasmine rushes over to a phone but the line is dead.  Taking
Dylan by the hand she moves to the large garage doors but she
can't open them.

She turns around and see a large maintenance truck, a huge
land-mover shovel attached to the front.  She smiles.

EXT. GARAGE DOORS - SECONDS LATER

With a ROAR the large door BLAST APART as the maintenance
truck SMASHES through.  Once out, Jasmine hits the brakes.

REVERSE ANGLE - JASMINE'S POV - DEVASTATED L.A.

Total devastation.  Remnants of cars and buildings smoldering.
Three scattered survivors crawl from the wreckage.  A
nightmare of destruction.  The space craft above, slowly
leaving.

			DYLAN
	Mommy, what happened?

			JASMINE
		(astonished)
	I don't know, badly.

						CUT TO:

EXT. DESERT - REFUGEE TRAILER CAMP - DAY

We see dozens of trailers packing up their gear, some already
on the road.  Miguel talks with one of the drivers, then
hurries away, running.

INT. BRENNON TRAILER - SAME

Russell wipes down Troy's forehead, he's burning up.  Alicia
brings over a cold compress.

			RUSSELL
	You know, you're just like your
	mother.  She was stubborn too.  I
	had to twist her arm to get her to
	take her medicine.

			TROY
	I'm sorry, Dad.
		(beat; scared)
	I'm not goin to die like mom, am
	I?

			ALICIA
	You're going to be fine.

Miguel comes rushing in, pulls Russell aside.

			MIGUEL
	I couldn't find anything.
	Everyone is packing up, they're
	leaving.  Word is a space ship is
	heading this way.

			RUSSELL
	We should leave too.

			MIGUEL
	There's a group heading south,
	they said there's a hospital just
	a couple hours away.  I think we
	should follow them.

Russell nods in agreement.  A knock on the door.  Alicia turns
to find a handsome young boy, PHILIP in the doorway holding a
bottle of pills.

			PHILIP
	Penicillin.  At least it will help
	keep his fever down.

			ALICIA
	It's really nice of you to help
	us.

			PHILIP
	I wish I could do more but we're
	moving out.

			ALICIA
		(too eager)
	We're going with you.  I mean,
	we're going too.

			PHILIP
	Cool.

Alicia nods, smitten.  Philip smiles charmingly and leaves.

						CUT TO:

INT. AIR FORCE ONE - SAME

Back in the passenger section, the President sits with General
Grey and Chief of Staff Nimziki.  The Technician from the
command module is briefing them.

			TECHNICIAN
	They must be targeting our
	satellites.  We've lost all
	satellite communication, tracking
	and mapping.

			GENERAL GREY
	Have NORAD relay intelligence to
	our on board computers?

The Technician nods and exits.  Defeated, the President slumps
sullenly.

			GENERAL GREY
	We've moved as many of our forces
	away from the bases as possible
	but we've already sustained heavy
	losses.

The President nods his approval absently.  Coming out of the
bathroom, David overhears.

			NIMZIKI
	I spoke with the Joint Chief when
	they arrived at NORAD.  They
	agree, we must launch a counter
	offensive with a full nuclear
	strike.  Hit 'em with everything
	we've got.

			PRESIDENT
	Above American soil?

			NIMZIKI
	If we don't strike soon, there may
	not be much of an America left to
	defend.

The Technician returns, his face is white with fear.

			GENERAL GREY
	What's the latest from NORAD?

			OFFICER
	It's gone, sir.  They've taken out
	NORAD.

			NIMZIKI
	That's impossible...

			GENERAL GREY
	My God, the Vice President and the 
	Joint Chiefs...

			NIMZIKI
	Mr. President, we must launch.  A
	delay now would be more costly
	than when you waited to evacuate
	the cities!

That stings the President.  He considers the option.  David is
shocked.

			DAVID
	You can't be seriously considering
	firing nuclear weapons?

			CONSTANCE
	David, don't...

David pushes past her.

			DAVID
	If you fire nukes, so will the
	rest of the world.  Do you know
	what that kind of fall out will
	do?  How many innocent people...

The General gets up running interference.  Constance tries to
pull David back.

			GENERAL GREY
		(stern)
	Sir, i remind you that you are
	just a guest here...

			CONSTANCE
		(overlapping)
	David, please...

			DAVID
	This is insanity!  You'll kill us
	and them at the same time.
	There'll be nothing left!

			NIMZIKI
		(interrupting)
	Sit down and shut up!

Suddenly Moishe is on his feet, interrupting.

			MOISHE
	Don't tell him to shut up!  You'd
	all be dead, were it not for my
	David.  You didn't do anything to
	prevent this!

As everyone is about to besiege Moishe, the President tries to
calm him down.

			PRESIDENT
	Sir, there wasn't much more we
	could have done.  We were totally
	unprepared for this.

			MOISHE
	Don't give me unprepared!  Since
	nineteen fifty whatever you guys
	have had that space ship, the
	thing you found in New Mexico.

			DAVID
		(embarrassed)
	Dad, please...

			MOISHE
	What was it, Roswell?  You had the
	space ship, the bodies, everything
	locked up in a bunker, the what is
	it, Area fifty one.  That's it!
	Area fifty one.  You knew and you
	didn't do nothing!

For the first time in along time, President Whitmore smiles.

			PRESIDENT
	Regardless of what the tabloids
	have said, there were never any
	space crafts recovered by the
	government.  Take my word for it,
	there is no Area 51 and no
	recovered space ship.

Chief of Staff Nimziki suddenly clears his throat.

			NIMZIKI
	Uh, excuse me, Mr. President, but
	that's not entirely accurate.

The President and General Grey turn to Nimziki, shocked.

SMASHED AND BURNED OUT CARS

laying across the roadway.  Suddenly SMASH, Jasmine's
maintenance truck BLASTS through.

EXT. HIGHWAY - CITY LIMITS - SAME

With the massive devastation in the b.g., Jasmine drives the
maintenance truck down the highway.  In the back, the few
survivors she's found.

In the back, four INJURED PASSENGERS lay across the flatbed as
a thin, older man, TEDDY tends to them.

INT. MAINTENANCE TRUCK - SAME

Jasmine spots a TALL MAN, his closes in tatters RUNNING down
the highway, his arms in the air.

			TALL MAN
	The end has come!  He speaketh
	his word and the end hast come!

Jasmine pulls up along side him.

			JASMINE
	Hop on.  We're heading out to El
	Toro.

			TALL MAN
	You cannot defy what has come, it
	is the end!

The tall man moves off, screaming to the heavens.  As Jasmine
watches him drift away she SEES...

OVERTURNED MILITARY HELICOPTER

Still smoldering from the crash.  A woman can be seen inside,
still alive.  Jasmine jumps out.

			JASMINE
	Give me a hand.

Teddy joins Jasmine as they pry open the door.  Inside, the
pilots have been killed, but Mrs. Whitmore, THE FIRST LADY,
lays there in great pain, blood across her blouse.

			JASMINE
	Let's get her out of here.

They erase her from the wreckage, laying her on the
ground.  Dylan comes over, standing next to his mother.

			TEDDY
	She's bleeding pretty bad.

Suddenly we HEAR the CLICKING of a rifle COCKING.

			MALE VOICE (O.S.)
	Who's got the key?

Jasmine turns and see a REDNECK leveling his rifle at her.
Behind him a small damaged sports car pulls up, packed to the
gills with stolen, looted appliances.

			REDNECK
		(yelling to pals)
	Looks like I've solved our
	transportation problem.

			JASMINE
	Hey, you're welcome to come with
	us.  We're leaving here anyway...

			REDNECK
	We're not.  Give me the key.
		(yelling back)
	Get 'em off.

Two GUYS rush from their vehicle over to the maintenance
truck, pulling the injured off the tailback.

			TALL MAN (O.S.)
	Repent!  Sinners!  Repent!  The
	end hast come!

Running up from behind, the Tall Man comes over screaming.
The Redneck turns his gun on him.

			REDNECK
	Back off.  This ain't your
	business.

As the Redneck is distracted, Jasmine spots the bag of
fireworks protruding out of Dylan's back pocket.

			TALL MAN
	You cannot go against the word,
	brother.

			REDNECK
	Sure I can.

The Redneck SHOOTS the Tall Man.  His buddies laugh.

			REDNECK (cont'd)
	Now give me that key, bitch.

As he turns back to Jasmine, Boomer starts BARKING wildly.
Just as he turns to shoot the dog, Jasmine lights a key ROCKET
from the fireworks bag.  The rocket BLASTS into the Redneck,
his shirt IGNITING ON FIRE.

The Redneck drops the rifle, attempting to put out the flames,
his cronies rush to his aid.  Jasmine picks up the gun, moves
in on them.

			JASMINE
	This "bitch" was born in  Alabama
	with a Daddy who loved to hunt.
		(cocking the weapon)
	So don't think for one second that
	I don't know how to use this.

She FIRES the rifle.  Quickly the rednecks scamper away.

					CUT TO:

EXT. DRY LAKE - DESERT - LATER

Dragging a heavy bundle wrapped in his parachute, Steve
marches across the desert floor.  The alien ARM/TENTACLE
dangles out of the parachute.

Exhausted, Steve stops to wipe his brow.  He hears something,
turns around.

STEVE'S POV - THE TRAILER ARMADA

Several hundred of the trailers from the refugee camp are
headed en mass towards him.  Smiling, Steve signals them.

The trailers pull up on either side, surrounding him.  Miguel
leans out of his trailer.

			MIGUEL
		(sarcastic)
	Need a lift?

			STEVE
	When I flew overhead, I saw some
	kind of base, not far.

Confused, Miguel checks his map.

			MIGUEL
	It's not on the map.

			STEVE
	Trust me, it's there.

EXT. AIR FORCE ONE - LATER

Flying over the desert, Air Force One sails over an immense
valley, Area 51 below - hangars, a few buildings, a small air
strip, not much.

Super: N.I.A. Base - "Area 51", Nevada

EXT. RUNWAY - LATER

Air Force One lands.  Wheels touch down, skid.

INT. HANGAR - LATER

The large hangar doors open and Air Force One is rolled
inside.  The President and his entourage are met by a
contingent of base personnel led by field operative, LT.
MITCHELL.  He escorts them to a side hallway.

INT. HALLWAY - CONTINUOUS

Lt. Mitchell walks over to an odd wall switch as the President
and his entourage wait in the center of the hall.  With a loud
hydraulic HUM, the entire hallway begins to SINK DOWN, an
enormous ELEVATOR.

			PRESIDENT
	Why the hell wasn't I told about
	this place?

			NIMZIKI
	Two words, Mr. President.
	Plausible deniability.

General Grey shoots Nimziki a pissed off look.  When the
elevator stops, a door SLIDES open.

INT. RESEARCH FACILITIES - CONTINUOUS

Stepping out of the elevator, they walk into a large state of
the art, sterile clean research facility.  It is amazingly
well staffed and organized.

			PRESIDENT
	I don't understand.  Where did all
	this come from?  How did this get
	funded?

			MOISHE
	You didn't think they actually
	spent ten thousand dollars for a
	hammer and thirty thousand for a
	toilet seat, did you?

The President shoots him a look.  They are greeted by a group
of SCIENTISTS in whit coats led by, DR. OKUN.

			MITCHELL
	Mr. President, I'd like to
	introduce you to Dr. Okun.  He's
	been heading up our research here
	for the last fifteen years.

Dr. Okun is an odd, hyper-energetic man who's spent too much
time in isolation.

			OKUN
	Mr. President, a real pleasure.
	They don't let us out much, you
	you.

			PRESIDENT
		(uncomfortable)
	Yes.

			OKUN
	Well, I guess you'd like to see
	the big tamale?  Follow me.

They walk up a ramp at the end of the room.  Large heavily
enforced doors SLIDE open.

INT. STORAGE LAB - CONTINUOUS

The group steps inside and nearly gasps at...

THE ALIEN ATTACKER

Just like the one that chased Steve.  The entourage stares in
horror and wonder.  We can SEE the patch-work repairs they've
made on the ship over the years.

			OKUN
	She's a beaut, ain't she?

Moishe leans close to David and Constance.

			MOISHE
		(smug)
	Never any space ships recovered by
	the government, huh?

			PRESIDENT
	We've had this for forty years and
	you don't know anything about
	them?

			OKUN
	Hell no, we know tons about them.
	The nearest stuff has only
	happened in the last few days.

The President slowly walks around the ship as Okun talks.
David, mouth agape, just stares at it.

			OKUN (cont'd)
	See, we can't duplicate their type
	of power so we've never been able
	to experiment.  But since these
	guys started showing up, all the
	gizmos inside turned on.  The last
	twenty four hours have been really
	exciting!

			PRESIDENT
		(exploding)
	People are dying out there.  I
	don't think "exciting" is the word
	I'd choose to describe it!

The room goes silent, letting the President blow off steam.

			PRESIDENT
		(calming)
	What can you tell us about the
	enemy we're facing?

			OKUN
	Not all too dissimilar to us.
	Breathes oxygen, comparable
	tolerances to heat,
	cold...probably why they're
	interested in our planet.
		(suddenly excited)
	Hey, you wanna see them?

INT. MEDICAL RESEARCH VAULT - MOMENTS LATER

The lights slowly TURN ON, illuminated the vault.  Okun leads
the group to a sealed partition.

			OKUN
	This is vault, or as some of us
	have come to call it, the "freak
	show."

Okun hits a switch and the sealed partition lifts revealing...

FORMALDEHYDE TANKS - ALIENS

Three dead aliens float in the milky formaldehyde tanks.  The
murky fluid and condensation obstructs our view.  What we do
see is not pretty.

			OKUN
	When we found them they were
	wearing bio-mechanical suits.
	Once we got them off, we were able
	to learn a great deal about their
	anatomy; eyes, ears, bipolar
	digestive system... no vocal cords
	though.  We're assuming they
	communicate with each other
	through other means.

David cannot contain his fascination.  He steps forward.

			DAVID
	What kind of other means?  Hand
	signals, body language?

			OKUN
	Some kind of extra sensory
	perception.  Telepathy.

			PRESIDENT
	Can they be killed?

			OKUN
	These three died in the crash.
	Their bodies are as frail as our
	own.  You just have to get past
	their technology, which is, I'm
	sorry to say, far more advanced.

The President turns to David.

			PRESIDENT
	You unlocked a part of that
	technology.  You cracked their
	code.

			DAVID
	All I did was stumble onto their
	signal.  I don't know how helpful
	I can be...

			PRESIDENT
	Show them what you've discovered.
	Work together.  We've got to find
	a way to beat them.

EXT. SECURITY GATE - SAME

Four armed GUARDS watch the gate.  An armada of trucks and
trailers heads right for them.  They move into position to
block their entrance as a blue pick-up skids to a halt before
them.  Steve stands up from the back of the pick up.

			GUARD
	Sorry, Lt. Colonel, I can't open
	the gates without clearance.

			STEVE
	You want to see my clearance?

Impatiently Steve grabs the Guard by the collar, pulling him
over the side of the truck putting him face to face with the
bundled parachute in the flatbed.  Steve rips the fabric aside
revealing...

THE ALIEN CREATURE

Still unconscious, the alien stirs.  The Guard JUMPS BACK,
shitting in his pants.  Quickly he signals for the other to
open the gate.

The armada quickly drives past.

BLACKNESS

Total darkness.  Suddenly light pours in as a  door is open.
We see the faces of Okun, David and three technicians all
peering at us with inquisitive expressions.

			OKUN
	See the gizmos flashing?

REVERSE - INSIDE ALIEN CRAFT

Sure enough, tons of gizmos with lights flashing.  High tech
meets organic organisms.  This alien ship looks familiar to
our own technology and completely different at the same time.

			OKUN (cont'd)
	We've been working around the
	clock trying to get a fix on all
	this crap.  Some stuff we figured
	out right away.

David climbs in, fascinated.  He touches everything.  Okun
points to everything as he describes it.

			OKUN (cont'd)
	This thing we're pretty sure is
	the life support for the cabin,
	this do-hickey over here is
	connected with the engines, this
	crap...we have no idea what that
	stuff is for.

David is transfixed by it.  He stares at the small screens
with flashing light patterns on them.

			OKUN (cont'd)
	But this over here is clearly what
	they use to navigate and guide the
	craft.

But David still stares at the small screens.

			DAVID
	Someone grab my laptop for me?

One of the technicians rushes off as Okun leans close.

			OKUN
	Find something interesting?

			DAVID
	Maybe.

The technician hands David his retrieved laptop which he
quickly flips open and turns on.

			DAVID
	These patterns here, they're
	repeating sequentially, just
	like...

David turns his laptop around for Okun to see.  The pattern on
David's laptop flashes identically as the alien screen.

			DAVID (cont'd)
	...their countdown signal.  Their
	using this frequency for computer
	communications.  It's how they co-
	ordinate their ships.

			OKUN
	You know, you're really starting
	to make us look bad.

The two men exchange a smile.  Another TECHY pops his head
inside.

			TECHY
		(out of breath)
	They got one!  They got one,
	alive!

INT. HALLWAY OFF MAIN HANGAR - AREA 51 - SAME

The bundled alien lays on a stretcher that's wheeled quickly
into the hall.  Okun and his staff surround it.  Trailing
behind them is Steve, Russell and Miguel.

			OKUN
	How long has it been unconscious?

			RUSSELL
	Excuse me Doctor...

			STEVE
	Three hours.

			OKUN
	Get him into containment, stat.

			RUSSELL
	My boy is very sick, he needs
	immediate attention.

Okun ignores Russell, hitting the elevator switch on the wall,
the room begins its hydraulic HUM.

			OKUN
	He's dying out.  I want him
	sprayed down with saline.

Russell SLAMS his fist against the switch, the room stops.  He
GRABS a doctor nearby, gets in his face.

			RUSSELL
	My boys is slipping into a diabetic
	coma.  If you don't do something
	about it right now he will die.

Miguel is surprised and proud of Russell as he holds DOCTOR
ISAACS, meaning business.

			DR. ISAACS
	O'Haver, Miller, come with me.
		(to Russell)
	Take us to him.

						CUT TO:

EXT. ROAD - MAINTENANCE TRUCK - NIGHT

Headlights pierce the darkness as the maintenance truck rolls
to a stop.  Jasmine climbs down out of the truck, her face
ashen.

She walks past a sign reading: El Toro Marine Corps Air
Station.  Tears begin to roll from her eyes.  We follow her
gaze to see...

EXT. EL TORO MARINE CORPS AIR STATION - CONTINUOUS

The entire facility is smoldering, the last remnants of the
fire burning itself to extinction.  Jasmine is devastated.

						CUT TO:

INT. AREA 51 COMMAND CENTER - NIGHT

General Grey and Nimziki are in a heated argument.

			GENERAL GREY
	You were the head of the National
	Intelligence Agency!  You knew all
	about this.  When were you
	planning on informing the rest of
	us!?

			NIMZIKI
	It had been deemed classified.

			GENERAL GREY
	Christ, why didn't you say
	anything about this when they
	first arrived?  You could have
	warned us before we launched a
	counter attack that cost us
	hundreds of American pilots!

Just then the President enters along with Constance and some
other ADVISORS.  He examines a paper map of the United States,
tacked to the wall, each major city circled in black.

			PRESIDENT
	Atlanta, Chicago and Philadelphia,
	destroyed?

			GENERAL GREY
		(composing himself)
	And there are scattered reports of
	sightings over Miami, Ft. Worth,
	And Memphis.

The President and his team take seats at the large conference
table.

			GENERAL GREY (cont'd)
	We've learned that NATO and
	western allied installations were
	the firs to be taken out.  We
	were next.  They knew exactly where
	and how to hit us.

Grey sneaks an accusatory glare at Nimziki.

			PRESIDENT
	And our forces?

			GENERAL GREY
	We're down to approximately
	fifteen percent, Sir.
		(beat)
	If you calculate the time it takes
	them to destroy a city and move
	on, we're looking at world wide
	destruction of every major city
	within the next thirty six hours.

			PRESIDENT
	We're being exterminated.

The room is quiet.  Constance runs her fingers through her
hair.  The door to the room opens and Lt. Mitchell enters with 
Steve.

			MITCHELL
	Mr. President, this is Lt.
	Colonel Steven Hill.

The President quickly gets to his feet, anxiously shaking
Steve's hand.

			PRESIDENT
	Lieutenant, congratulations.

			STEVE
	Thank you, sir.

			PRESIDENT
	Where is the prisoner now?

			MITCHELL
	We have him in isolation.  The
	doctors are very hopeful he will
	survive.

			PRESIDENT
	I'd like to see him.

			MITCHELL
	Yes, sir.

The General is concerned but the President is determined.
They head for the door.

			STEVE
		(to General Grey)
	General, I'm anxious to get back
	to El Toro.

			GENERAL GREY
	Didn't anyone tell you?  I'm
	sorry.  El Toro was destroyed in
	the attack.

Steve is shattered, he had no idea.

						CUT TO:

EXT. EL TORO BASE - NIGHT

The injured are gathered around a small camp fire.  Jasmine
walks up, dumping a box full of charred can goods.

			JASMINE
	These should last us a while.

As Margaret tries to move, she winces in pain.  Jasmine rushes
to her aid.  The color from her face drained, Margaret looks
like she's taking a turn for the worse.

			JASMINE
	Don't move.  Stay still.

Jasmine adjusts the bandages as Margaret turns and see Dylan
curled up next to Boomer, too adorable.  Slowly he starts to
wake up.

			MARGARET
	Your son.

			JASMINE 
	He's my angel.

			MARGARET
	Was his father stationed here?

			JASMINE
	He wasn't his father.  I was kinda
	hoping he'd want the job, though.

Jasmine becomes sad, remembering.  Margaret changes the
subject.

			MARGARET
	So, what do yo do for a living?

			JASMINE
	I'm a dancer.

			MARGARET
	Really?  Ballet?

			JASMINE
		(laughs)
	No.  Exotic.

			MARGARET
	Oh.  Sorry.

			JASMINE
	Don't be.  I'm not.  It's good
	money.
		(re: Dylan)
	'Side, he's worth it.

The bandages changed, Jasmine sits down next to Margaret.

			MARGARET
	And when the dancing's over?  What
	about your future?

			JASMINE
	Funny, it used to scare me when I
	thought about the future.
		(looking around)
	Guess it doesn't really matter
	anymore.

Dylan comes walking over.

			JASMINE
	Dylan, come here.  I want you to
	meet the First Lady.

			MARGARET
		(surprised)
	I thought you didn't recognize me.

			JASMINE
	Didn't want to say anything.  I
	voted for the other guy.

						CUT TO:

INT. CONTAINMENT LAB - NIGHT

Okun and two Medical assistants examine the alien creature.
His arms and chest have been strapped down to the examining
table.

For the first time we get a good look at the head of this
creature, long tentacled-type cords interlocked, covering the
face.  The doctors attach clamps to each of the cords.

			OKUN
	Everyone ready?

The doctors exchange nervous glances, nod to each other.  At
the same moment all they pull on the clamps, unraveling the
interlocked cords.  As the cords unravel, we SEE that this is
in fact a bio-mechanical SUIT as we REVEAL...

THE ALIEN

Beneath the cords lay the unconscious face of the alien, his
skin translucent, his body fluids, capillaries, muscle tissue,
alien's skin.

			OKUN
	Do we have life support monitors
	recording?

			MED ASSIST #2
	Yes.  If we fuck up it'll all be
	on tape.

			OKUN
	Can we get some ventilation in
	here?  I can't take this smell.

			MED ASSIST #2
	They've conquered space travel but
	not b.o.

As Okun begins to put on a pair of surgical gloves he suddenly
grabs his forehead.

			MED ASSIST #1
	You all right?

			OKUN
	Yeah.  It's just that stink gives
	me a headache.

			MED ASSIST #2
	He's moving!

Instantly everyone's attention is riveted to the arm of the
alien as it moves beneath the sheet.  Unseen by the others the
alien creature's EYES OPEN.

Another SHARP PAIN hits Okun who SCREAMS, stumbling backwards
grabbing his head.  The others turn in surprise.

THE ALIEN

Suddenly SPRINGS up, the restraining straps SNAPPING.  Before
Med #2 can react, one of the alien's tentacles SMASHES her
across the face.  She is sent sprawling backwards.

LOW ANGLE - THE ALIEN

Standing before her.  In a wink of an eye, he ATTACKS, leaping
on her.

Together they TUMBLE back into a formaldehyde tank.  Hoses
are ripped from their sides and STEAM pours out.  We get quick
glimpse of their struggle as the steam engulfs them.

INT. HALLWAY - SAME

Mitchell leads the Presidential party down the hall.  They
turn and enter the Medical lab.

INT. CONTAINMENT LAB - CONTINUOUS

The group slows as they enter the room.  They see the
containment room through the glass is covered with white
steam.  Nothing can be seen.  It's eerily quiet.

Cautiously they approach.  Suddenly Okun is SLAMMED AGAINST
the glass partition, the creature's tentacles wrapped around
him.  Pressed firmly to the glass, his eyes are shut, his
expression pained, but when he speaks the voice is angry.

			OKUN/ALIEN
	Release...me.

			MITCHELL
	Open the door.  Get him out of
	there.

Suspicious, General Grey stops him.

			GENERAL GREY
	Wait.
		(to Okun)
	Can you hear me?

			OKUN/ALIEN
	Will kill...release me.  Now!

They follow the tentacles with their eyes, up to the ceiling
of the containment tank.  Suddenly the alien LEAPS DOWN,
startling them, landing before them behind the glass.

We see he's holding Okun against the glass, speaking THROUGH
HIM.  This is the first real good look we get at the this bizarre
creature.  Everyone in the room is repulsed and compelled by
it at the same time.

EXT. AREA 51 - NIGHT

Through the hundreds of campers and trailers parked outside,
Steve runs past until he reaches the open tarmac.

A transport helicopter sits on the edge of the landing area.
Steve runs up to it and climbs inside.

INT. TRANSPORT HELICOPTER - CONTINUOUS

Steve quickly starts it engines, preparing to take off.  A
SOLDIER rushes over to the cockpit.

			SOLIDER
		(yelling)
	What the hell are you doing?  Get
	out of there!

			STEVE
	I'm just going to borrow it.

The Soldier pulls out his pistol, taking aim.

			SOLIDER
	No you're not, sir.

			STEVE
	You really want to shoot me?

Steve stares the Soldier down.  Reluctantly he lowers his gun.

			SOLDIER
	Shit.  I'm gonna catch the hell for
	this.

Steve smiles and gives him a quick salute then TAKES OFF.
Quickly the bird RISES UP and darts off into the night.

INT. MEDICAL LAB - SAME

The President has moved closer to the glass and is talking
with the alien.  The alien uses Okun like a ventriloquist's
dummy.

			PRESIDENT
	Why did you people come here?

			OKUN/ALIEN
	Air...water...your "sun."

			PRESIDENT
	Where do your people come from?
		(no answer)
	Where is your home?

			OKUN/ALIEN
	Here...now.

			PRESIDENT
	And before here?

			OKUN/ALIEN
	Many worlds...

			PRESIDENT
	Can we negotiate a truce?  is
	there room for co-existance?
		(no answer)
	Can there be peace between us?

			OKUN/ALIEN
	Peace?  No peace.

			PRESIDENT
	What do you want us to do?

			OKUN/ALIEN
	Die.

The Alien moves closer to the glass staring at the President.
Suddenly the President clutches his head in pain.

			NIMZIKI
	Mr. President?

			OKUN/ALIEN
	We kill you...all.

The pain becomes more severe and the President SCREAM OUT.
There is general panic as people rush to the President's side.

			GENERAL GREY
		(to Mitchell)
	Is that glass bullet proof?

			MITCHELL
	No sir.

The General draws his pistol.  Mitchell and the other military
officers follow his lead.  Simultaneously they all begin to
FIRE!

The glass SHATTERS into a billion pieces.  The Alien is cut to
ribbons, falling backwards.

The President collapses.  So does Okun.  A STAFFER rushes over
to Okun, checks his pulse.

			STAFFER
	He's dead.

General Grey moves to the President who slowly recovers.

			GENERAL GREY
	Mr. President, are you okay?

Woozily the President sits up, a strange look in his eye.

			PRESIDENT
	He wanted me to understand.  He
	communicated with me.
		(turning to Grey)
	They're like locusts.  They travel
	from planet to planet, their whole
	civilization.  After they've
	consumed every natural resource
	they move on.  And we're next.

The President stands with a new resolve.  He stares at the
dead alien on the floor.

			PRESIDENT
		(cold)
	Prepare a nuclear strike.

INT. STORAGE LAB - MINUTES LATER

The research staff are working near the recovered alien
attacker.  Constance comes rushing in.  She looks around for
David.  Through the glass of one of the offices she sees him.

INT. OFFICES - CONTINUOUS

Holding a bottle of Jack Daniels, David fishes through a small
refrigerator as Constance enters.

			DAVID
	Just my luck, no ice.

			CONSTANCE
	I take it you've heard.

			DAVID
	A toast to the end of the world.

David toasts her with the bottle, takes a swig.

			CONSTANCE
	He didn't come to this decision
	lightly.

David nods, he doesn't want to argue.  He smiles cynically.

			DAVID
	You still believe in him.

			CONSTANCE
	He's a good man.

			DAVID
	Better be.  You left me for him.

			CONSTANCE
	I wanted a career.  Didn't you
	ever want to be part of something
	special?

David stares daggers at her.

			DAVID
	I was part of something special.

Constance realizes he means their marriage.  She's hurt him
and can see it.  She turns and leaves.

						CUT TO:

EXT. DARK SKIES - NIGHT

A black shadow is vaguely seen in the dark night.  As we pass
some moonlit clouds we recognize the shadow is, in fact, a B-2
STEALTH BOMBER.

As we WIDEN, we see that the bomber is part of a squadron of
eight.  These mighty winged giants fly together in attack
formation.

INT. COMMAND CENTER - ARE 51 - SAME

A tracking screen comes to life, eight blips flashing.

			TECHNICIAN #1
	We've got the AWAC on line.
	Signals coming in low.

The President's group takes their position behind the
technicians.

EXT. BLACK SKIES - NIGHT

The eight B-2 Stealth Bombers break formation, each heading
off to their different target destinations.

INT. COMMAND CENTER - SAME

On a large map, we see the eight target destinations and the
planes heading for them.

			PRESIDENT
	Who will we reach first?

			COMMANDER
	Houston, Texas.  Intercept ETA,
	six minutes and counting down.

			PRESIDENT
	Oh my God, Houston.

			GENERAL GREY
	The major cities have been
	deserted.  Civilian casualties
	should be at a minimum, sir.

One map screen, ENLARGES, tracking the bomber on route to
Houston.

EXT. LIQUOR STORE - OUTSIDE HOUSTON - NIGHT

Looters take all they can carry through the broken glass store
front.  A large heavily armored TANK rolls up front.

INT. ARMORED TANK - SAME

Nervous military technicians work equipment as their TANK
COMMANDER pulls down a periscope.

TANK COMMANDER POV - SPACE SHIP OVER HOUSTON

Through the periscopes cross-hairs we SEE downtown Houston,
the City Destroyer space ships settling in above it.

EXT. B-2 STEALTH BOMBER - SAME

Silhouetted against the shimmering waters on the bay, they
Stealth Bomber can be seen as it approaches Houston.

INT. B-2 STEALTH BOMBER - COCKPIT - SAME

The flight crew works their computers (similar readouts are
seen at command center).  The Multi-Function Display (MFD)
flashing before each crew member.

			PILOT
	We have laser targeting locked.

INT. COMMAND CENTER - SAME


			TECHNICIAN #1
	Target is locked, sir.  Do you
	wish to deploy?

Everyone turns to the President who does not answer.

			GENERAL GREY
	Mr. President, do you wish to
	deploy.

Still there is no answer.
			NIMZIKI
	Mr. President?

			PRESIDENT
		(softly)
	Deploy.

EXT. B-2 STEALTH BOMBER - WEAPONS BAY - SAME

The bay doors open and a large Tactical Nuclear Cruise Missile
drops down, flies parallel with the bomber as it adjusts its
radar and laser tracking.  Suddenly it SHOOTS OFF.

The bomber BANKS AWAY.

INT. B-2 STEALTH BOMBER - SAME

We see the horizon twisting away as we bank off from target.

			PILOT
	She's away.

INT. COMMAND CENTER - SAME

On the big map we see one FLASHING target line tracking the
missile as it approaches Houston.

			PRESIDENT
		(to himself)
	May our children forgive us.

INT. ARMORED TANK - OUTSIDE HOUSTON - NIGHT

The Tank Commander readjusts the periscope.

TANK COMMANDER POV - SPACE SHIP & B-2 STEALTH BOMBER

We follow the Cruise Missile as it guides itself on a direct
collision course with the space craft.

INT. COMMAND CENTER - SAME

The targeting map shows how close the missile is, nearly on
top of the target.  Everyone in the room holds their breath.

EXT. SPACE CRAFT - SAME

The nuke speeds closer.  It HITS the protective shield and
DETONATES.  A FLASH OF LIGHT.

WIDE ANGLE - HOUSTON

With the B-2 Stealth Bomber in the foreground, the city behind
it vanishes in a FLASH OF LIGHT, blinding us.

INT. COMMAND CENTER - SAME

We can see the extent of the explosion on the targeting map,
tracking it -- an expanding ring around Houston.

			NIMZIKI
		(excited)
	It's a hit!

The others are still waiting.  The monitor shows the night
vision picture of the growing MUSHROOM CLOUD rising above the
city.

EXT. HOUSTON - WIDE - SAME

The MUSHROOM CLOUD engulfs the horizon.

EXT. ARMORED TANK - SAME

Rocked by the massive explosion, the shock wave ROCKS the
armored tank but doesn't destroy it.

INT. ARMORED TANK - SAME

The men inside are KNOCKED around, hard from the explosion.

INT. COMMAND CENTER - SAME

			NIMZIKI
	We got the bastards!

General Grey shoots Nimziki a look.  The President holds up a
hand, silencing the room.

			PRESIDENT
	Can they see it?  Did it destroy
	the target?

TANK COMMANDER'S POV THROUGH PERISCOPE - SAME

As the cloud begins to dissipate we see THE SPACE CRAFT IS
STILL THERE, completely unharmed.

INT. ARMORED TANK - SAME

			TANK COMMANDER
	Negative.  Target remains.

INT. COMMAND CENTER - SAME

On the monitors as well, we can see the target remain.  The
air is let out of the room, everyone deflated.

			PRESIDENT
	Call them back.

			NIMZIKI
	The other bombers might have more
	luck.  We shouldn't just give
	up...

			PRESIDENT
	I said call them back.

As the technicians call the bombers away, the President sinks
into a depression.  His last hope of survival gone.

						CUT TO:

EXT. EL TORO MARINE CORPS AIR STATION - NIGHT

Jasmine keeps Margaret company as the rest sleep around the
last flames of their campfire.  From the worried expression on
Jasmine's face we can tell that Margaret has gotten worse, her
wounds bleeding badly.

A WIND kicks up, the sound of an ENGINE approaching.  Jasmine
squints her eyes looking up into the wind when a BRIGHT LIGHT
engulfs her.

JASMINE'S POV - LIGHTS - NIGHT

Bright lights in the sky growing nearer.  Slowly the others
begin to wake up, frightened as the lights INTENSIFY.

The others slowly begin to retreat but Jasmine stands, staring
defiantly.  A smile creeps across her face as she sees that
the lights belong to...

TRANSPORT HELICOPTER

The Transport Helicopter touches down and Steve leaps out,
racing towards Jasmine.  Overwhelmed, Jasmine jumps into his
arms.

			JASMINE
	You're late.

			STEVE
	You know how I like to make a big
	entrance.

They kiss.

						CUT TO:

INT. HALLWAY - NIGHT

The double doors burst open as the President carrying his
young daughter marches through.  Doctor ISAACS comes over to
them.

			PRESIDENT
	How is she?

			ISAACS
	I'm sorry, Mr. President.  If only
	we could have gotten to her
	sooner.

The President puts his daughter down as he sees...

PRESIDENT'S POV - MARGARET

Margaret lays in bed, doctors and nurses surrounding her.
Patricia rushes over.

			ISAACS
	She's bleeding internally.
	There's nothing else we can do.

Stunned, the President watches as Patricia hugs her mother.

			MARGARET
	Hiya Munchkin.

			PATRICIA
	Mommy, we were worried.  We didn't
	know where you were.

			MARGARET
	I'm right here, baby.

Recovering, the President nods for the doctors to leave the
room.  As they begin to march out, he makes his way over to
his wife and daughter.

			PRESIDENT
	Honey, why don't you wait outside
	so Mommy can get some rest.

Patricia kisses her mother, says goodbye and leaves.  Out of
sight, Margaret winces, fading away.  The President grabs her
hand for support.  She squeezes tightly.

			MARGARET
		(through tears)
	I'm scared, Tom.

			PRESIDENT
	It's okay.  The doctors said
	you're going to be just fine.

Margaret smiles at the man she knows all too well.

			MARGARET
	Liar.

The look between them says more than any words.

INT. HALLWAY - OUTSIDE MARGARET'S ROOM - LATER

The President exits the room, overcome with emotion.
Constance, the doctors and some medical crew move to comfort
him.  He holds them off with a gesture.

He looks up and sees Jasmine, Steve and Dylan down the hall.
He pushes through the crowd and makes his way over to them.

			JASMINE
	I'm so sorry.

			PRESIDENT
	I just wanted to thank you.
	You're a very brave woman.

Across the hall, Patricia sits in a chair, waiting.  Whitmore
walks over to her and kneels down next to his small child.

			PATRICIA
	Is Mommy sleeping now?

			PRESIDENT
	Yes, baby.  Mommy's sleeping.

						FADE OUT:

A GARBAGE CAN

Topples over with a BANG!  A foot steps in and starts kicking
trash all over.

EXT. AREA 51 - NIGHT

David is drunkenly knocking everything over, making a gigantic
mess.  Moishe comes up behind, restraining him.

			MOISHE
	David, David!  What the hell are
	you doing!?

			DAVID
	I'm making a mess.

			MOISHE
	This I can see.

			DAVID
	We've gotta burn the rain forest,
	Pops.  Dump toxic waste, pollute
	the air, rip up the ozone.  Maybe
	if we screw this planet up enough
	they won't want it anymore.

			MOISHE
	David, you're drunk.

David slips, falls on his ass, hard.  Moishe helps him back up
on his feet.

			MOISHE
	I think you better sleep this off.
	Go back inside before you catch a
	cold.

Slowly David looks up towards Moishe, an idea.

			DAVID
	Pops, you're a genius!

			MOISHE
	What'd I say?

			DAVID
	A cold?  Of course.

Sobered, David jumps kisses his father and bolts inside.

						CUT TO:

INT. STORAGE LAB - DAY

A large crowd has been gathered here at the lab.  General Grey
and Nimziki walk up to Constance.

			NIMZIKI
	All right, Connie, we're here.
	What's this all about?

			CONSTANCE
	I really have no idea.  He just
	said to bring everyone down here.

Steve shows Dylan the alien space craft.

			DYLAN
	Does that thing fly in outer
	space?

Steve loos up at the craft admiringly.

			STEVE
	It certainly does.

When the President enters a technician rushes over and knocks
on the hatch door on the alien attacker.  The door swings open
and David climbs down.

Grabbing a coke can from the "recycle" trash bin, David places
the empty can on top of the alien attacker.  David turns and
faces the gathering.

			DAVID
	Could anyone please step back
	away from the craft?

They do and David nods to a Technician inside the craft.  The
Technician disappears inside, closing the door behind him.  A
loud HUM emits from the craft.  David has to yell over it.

			DAVID
	Lt. Mitchell, would you mind
	drawing your pistol?

			MITCHELL
	What?

			DAVID
	From where you're standing, do you
	think you could shoot that can off
	the alien craft?

Mitchell shrugs affirmatively.  David gestures for him to try.
Taking aim, Mitchell SHOOTS.

The bullet RICOCHETS off the attacker's protective shield.
Several people in the crowd dock, afraid of being hit by the
errant bullet.

			DAVID
	Sorry 'bout that.  You see, it's
	protected by the craft's shields.
	We can't penetrate their defenses.

			NIMZIKI
	We know that already.  What's your
	point?

David walks over to his laptop, now connected directly to the
craft by cables and starts typing furiously.

			DAVID
	My point is if we can't beat their
	defenses, then we must get around
	them.

David stops typing and stares at his wrist watch, silently
counting down.

			DAVID
	Lt. Mitchell, would you please try
	to shoot it again?

Reluctantly Mitchell obliges.  This time the can is BLOWN OFF
THE CRAFT.  Everyone in the room is shocked.  The Technician
re-opens the craft's door and the loud HUM disappears.

			GENERAL GREY
	How did you do that?

			DAVID
	I gave it a cold.

The President is fascinated, he steps closer.  Moishe beams
proudly at his smart son.  Constance is amazed.

			DAVID (cont'd)
	More accurately, I gave it a
	virus.  A computer virus.

David turns his laptop around for the President to see.

			GENERAL GREY
	Are you telling us you can send
	out a signal that will disable all
	their shields?

			DAVID
	Just as they used our satellites
	against us, we can use their own
	signal against them.

David walks over to a diagram he's made showing the
relationship between the Mother Ship, the Space Crafts and the
smaller alien attackers.

			DAVID (cont'd)
	If we plant the virus directly
	into the mother ship, it would
	then filter down into all the
	corresponding ships below.

			NIMZIKI
	And just how do we infect the
	"Mother Ship" with a virus?

David gestures to the alien attacker behind him.

			DAVID
	We'll have to fly their craft out
	of our atmosphere and dock with
	the mother ship.

Intrigued Steve turns and looks back at the alien attacker,
sizing it up.  David points to a satellite photo of the
underbelly of the Mother Ship.

			DAVID (cont'd)
	We can enter here, upload the
	virus and set off an explosion
	that could disable it.  This would
	disorient the smaller ship below
	and buy you some time to take them
	out.

Constance reacts, realizing David's participation in the plan.

			NIMZIKI
	This is ridiculous.

			GENERAL GREY
	How long would their shields be
	down?

			DAVID
	Once they discover the virus it
	could be a matter of minutes.

			NIMZIKI
	You want us to co-ordinate a
	massive world wide counter strike
	with a window of only a few
	minutes?

			GENERAL GREY
	With their shields down it might
	be possible.

			NIMZIKI
	Please, you're not buying into any
	of this nonsense, are you?  We
	don't have the manpower or the
	resources to launch that kind of a
	campaign.
		(gesturing to the alien
		 ship)
	Not to mention that this whole
	cockamamie plan is dependent on a
	machine that no one in the world
	is qualified to operate.

			STEVE (O.S.)
	I wouldn't say that, sir.

Everyone turns to Steve who steps through the crowd.

			STEVE
	I've seen them in action.  I've
	watched their maneuvers.  With
	your permission, sir, I'd like the
	opportunity to try.

			NIMZIKI
	That thing's a wreck.  It crash
	landed back in the fifties!  We
	don't even know if it's capable of
	flying.

David turns to the Technicians.

			DAVID
	Remove the clamps!

Technicians move to the large holding clamps on either side of
the craft.  With a loud CLANK, the clamps are pulled away.

For a moment the hulking craft TEETERS unevenly, but quickly
stabilizes, FLOATING ABOVE THEM.

			DAVID
	Any other questions?

Everyone stares at the floating ship with wonder.

			PRESIDENT
	Let's do it.

INT. HALLWAY - MOMENTS LATER

Constance, General Grey and the President are walking down the
hall.  Nimziki rushes to catch up.

			NIMZIKI
	I understand that you're upset
	over the death of your wife but
	that's no excuse for making
	another fatal mistake...

The President whirls, grabs Nimziki and SLAMS him against the 
wall.  Holding him tight, the President gets in his face.

			PRESIDENT
	The only mistake I made was
	appointing a sniveling little
	weasel like you Chief of Staff.

Constance is about to intervene when General Grey stops her.

			PRESIDENT (cont'd)
	But this is a mistake, I am
	thankful to say, I do not have to
	live with.  Mr. Nimziki, you're
	fired.

The President releases him and turns to General Grey.

			PRESIDENT (cont'd)
	Organize every plane you can find
	and get some Goddamned pilots
	to fly them.

			GENERAL GREY
	Yes, Sir.

He storms off leaving everyone stunned.

			NIMZIKI
	He can't do that.

			CONSTANCE
		(amazed)
	He just did.

						CUT TO:

INT. MILITARY TENT - CONTINUOUS

Four BRITISH AIR PILOTS are gathered around a table going over
a map.  One pilot, REGINALD, is in charge.

			REGINALD
	...we've been told that there may
	be additional re-enforcement in
	hiding near the Golan Straights...

Suddenly the flap to the tent opens.  All the pilots draw
their pistols frightening the ARAB PILOT who stands in the
doorway.  The Arab Pilot speaks quickly in Arabic.

			REGINALD
	What the hell's he saying?

			THOMSON
		(explaining)
	Seems they're getting a signal.
	One Morse code.

EXT. DRY LAKE - SECONDS LATER

As they step out of the tent we SEE more than a HUNDRED
FIGHTERS PLANES from different nations parked around them.
They've all gone into hiding out here in the desert, divided
into many smaller camps.

Reginald and Thomson follow their Arab cohort, walking through
the many other campsites.  Thomson gets some stares from the
IRAQI PILOTS.

			REGINALD
	I still get believe this.

			THOMSON
	The Iraqis don't appear altogether
	too pleased with this arrangement.

			REGINALD
	How do you think the Israelis
	feel?

Sure enough a campsite of ISRAELI PILOTS sits very near by.

ANGLE - ARABIAN AIR FORCE CAMP

Dozens of Arab pilots are gathered around a large radio as the
Morse code comes through.  Thomson quickly kneels down, taking
notes.

			THOMSON
	It's from the Americans.  They
	want to organize a counter
	offensive.

			REGINALD
	It's about bloody time.  What do
	they plan to do?

EXT. ICE PLATEAU - SIBERIA - DAY

Several Russian Pilots are gathered around a radio, their
dozen MIG FIGHTERS standing behind them.

			RUSSIAN #1
		(subtitled)
	They claims to be able to bring
	down their shields.

			RUSSIAN #2
	When do they want to attack?

EXT. VOLCANO BASE - FUJI - DAY

At the base of a large Volcano in Fuji, several Japanese
attack helicopters stand near their pilots, gathered around a
radio.

			JAPANESE PILOT
		(subtitled)
	The attack begins in thirteen
	hours.

						CUT TO:

INT. AREA 51 - WAR ROOM - DAY

A large world map has been constructed.  Several sites are
marked with stickers reading: COMBAT READY.  Another sticker
is put onto Mr. Fuji.

Striding in, the President surveys the war room.  General Grey
rushes over to meet him.

			PRESIDENT
	How're we doing?

			GENERAL GREY
	Better than we thought.

General Grey leads the President over to the wall map.

			GENERAL GREY
	We have confirmed divisions of
	troops from different armies all
	around the world.  Most of Europe,
	the Middle East and Asia are
	battle ready.

			PRESIDENT
	And our troops here?

			GENERALE GREY
	We've been collecting planes from
	all over but...

			PRESIDENT
	But what, General?

			GENERAL GREY
	Pilots, sir.  We don't have enough
	people to get them in the air.

			PRESIDENT
	Then find them.

						CUT TO:

INT. BRENNON TRAILER - NIGHT

Troy is sleeping peacefully in his bed.  Russell sits at the
kitchen table as Miguel enters.

			MIGUEL
	How' he doing?

			RUSSELL
	Just fell asleep.  He's gonna be
	just fine.  Join me in a little
	celebration?

Russell holds up his bottle of Jack Daniels.  Clearly he's
been drinking again.  Miguel is crestfallen.  Pissed he turns
and storms out.

			RUSSELL
	Miguel.  Don't be mad.  Miguel!

Drunkenly, Russell chases after him.

INT. AREA 51 - REFUGEE CAMP - CONTINUOUS

Making his way through the campers, Russell SEES a group of
refugees around some MILITARY OFFICERS who addresses them.

			OFFICER
		(through megaphone)
	...We're planning to launch a
	counter offensive...

Russell wanders over towards them.

			OFFICER (cont'd)
	...with our depleted manpower we
	must ask that anyone with any
	flight experience come forward.
	Military training is preferable
	but anyone who can fly a plane
	could be useful...

Russell pushes his way through the crowd.

			RUSSELL
		(slurred)
	I can fly, I mean, I'm a pilot.

The officer just stares at the bottle of Jack Daniels still in 
his hand.

			OFFICER
	Sorry, sir.

Russell gets into his face, desperate.

			RUSSELL
	You don't understand.  I've gotta
	be part of this.  This is
	important to me.  They ruined my
	life.

			OFFICER
	Why don't you go somewhere and
	sleep it off.

The Officers move on, taking a few volunteers with them.
Russell watches them go, dejected.  Angrily, he throws the
bottle of Jack, SMASHING it.

INT. STORAGE LAB - NIGHT

A large MISSILE slides back into a LAUNCHER that has been
attached to the top of the alien attacker.  Some workers PAINT
over the patch-work repairs.  Below, Mitchell briefs Steve and
David.

			MITCHELL
	We've hid the launcher in the
	ship's manifold.

Mitchell takes a small black box from a table near by.

			MITCHELL (cont'd)
	This will be attached to the ships
	main console.

			STEVE
	It's just like an AMRAAM launch
	pad on the stealths.

			MITCHELL
	Exactly.  Use it the same way.
	Only the nuke won't detonate on
	impact.  You'll have another
	thirty seconds to get as far away
	as you can.

			DAVID
	I'll see how they're doing with
	the radio transmitter.

			STEVE
		(checking his watch)
	Oh shit, we're late.

			DAVID
	We'll meet you there.

Steve dashes off as David moves toward the attacker.
Constance has been eavesdropping.  She walks to David.

			CONSTANCE
	Thirty seconds?  Isn't that
	cutting it a little too close?

			DAVID
	We'll be well on our way out of
	there before we shoot that thing
	off.

David leans under the attacker where a TECHNICIAN is attaching
another device.

			TECHNICIAN
	It's the strongest SHF transmitter
	we could get.  It'll tell us when
	you've uploaded the virus.

			DAVID
	Then cross your fingers the
	shields go down.

David turns and walks away, Constance following.

			CONSTANCE
	With you?  I don't understand why
	you can't just show someone how to
	plant the virus, somebody trained
	for this kind of mission?

			DAVID
	If anything goes wrong I'll have
	to think quickly, adjust the
	signal, who knows?

David stops, picking up a small trash can labelled "recycle."

			DAVID
		(smiling)
	You know how I'm always trying to
	save the planet.  This is my
	chance.

David rushes off.  Constance watches him leave.

			CONSTANCE
		(to herself)
	Now he gets ambitious.

INT. SMALL GATHERING HALL - SAME

Jasmine is kneeling as Dylan tries to zip up the back of her
dress.

			DYLAN
	It's too tight.

			JASMINE
	I had to borrow it.  I guess
	that's good enough.

Jasmine stands, turns to Dylan.

			JASMINE
	How do I look?

She looks great.  But Dylan only gives her the "so-so" hand
gesture.

			JASMINE
	You're a lot of help.

The door behind her flies open and Steve marches in.

			JASMINE
	You're late.

			STEVE
	You know me...

			JASMINE
	I know, you like to make a big
	entrance.

Steve moves next to Jasmine, takes her hand.

			STEVE
	Before we do this, I want you to
	know I'm sorry.

			JASMINE
	Sorry for what?

			STEVE
		(serious)
	I should have done this a long
	long time ago.

			MALE VOICE (O.S.)
	Do you have the ring?

As we REVERSE ANGLE we see that we are in a military CHAPEL, a
large crucifix on the wall.  A CHAPLAIN stands by the altar.

			STEVE
	You bet.

Steve pulls out the famous "dolphin" ring.

			CHAPLAIN
	Witnesses?

Just then the doors open and David and Constance enter taking
seats on opposing sides of the aisle.

			CHAPLAIN
	Then let's get this show on the
	road.

Steve and Jasmine take their places at the altar.  Jasmine is
radiant.  Dylan rushes up and joins them.

As the ceremony begins, David and Constance share a pregnant
glance.  Slowly they reach across the aisle and hold hands as
Steve and Jasmine exchange their vows.

						CUT TO:

HANGAR DOORS - PRE-DAWN

Slowly spread apart revealing the myriad of different planes
that have been gathered.  Pilots, flights crews and refugees
prepare for the battle.

EXT. AREA 51 - TARMAC - PRE-DAWN

Walking out the President scans the motley collection of
planes; old, new, high-tech, low-tech.

			GENERAL GREY
	Beggars can't be choosers, sir.

Nodding in agreement, the President walks among the rank and
file.  Slowly they turn their attention to the President.

			PRESIDENT
	Good morning.  In less than one
	hour planes from here and all
	around the world will launch the
	largest aerial battle in the
	history of mankind...
		(beat)
	Mankind.  The word has new meaning
	for all of us now.  We are
	reminded not of our petty
	differences but of our common
	interests.

Constance, David and Moishe join the group, listening.  Even
David is moved.

			PRESIDENT (cont'd)
	Perhaps it's fate that today, July
	the Fourth, we will once again
	fight for our freedom.  Not from
	tyranny, persecution or
	oppression.  But from
	annihilation.  We're fighting for
	our right to live, to exit.  From
	this day on, the fourth day of
	July will no longer be remembered
	as an American holiday but as the
	day that all of mankind declared
	we will not go quietly into the
	night.  We will not vanish without
	a fight.  We will live on.  We
	will survive.

The crowd erupts into applause and cheers.  The President
turns and walks over to an Officer holding a bundle of
clothes.  General Grey confronts the President as he begins to
disrobe.

			GENERAL GREY
	Mr. President, just what do you
	think you're doing?

			PRESIDENT
	I'm a pilot, Will.  This is where
	I belong.

General Grey wants to argue but can't.

INT. STORAGE LAB - SAME

Constance and David embrace as Steve turns to Dylan.

			STEVE
	When I'm back we'll light those
	fireworks.

Jasmine hugs them both as Moishe walks over to David.

			MOISHE
	David, take these.

David looks down at the "barf bags" in Moishe's hand.

			DAVID
	Thanks, Pops.

			MOISHE
	I want you should know, I'm very
	proud of you, son.

That means more to David than Moishe could have known.

			CONSTANCE
	Be careful.

Constance hugs David as Steve suddenly freaks out.

			STEVE
	Damn it.  We can't go yet.  I
	gotta find some cigars.

Steve is about to bolt when Moishe grabs him, retrieving two
cigars from his coat pocket.

			MOISHE
	My last two.  With my blessings.

			STEVE
	You're a lifesaver.

Steve grabs them and climbs inside.  David smiles awkwardly,
then follows Steve.

INT. ALIEN ATTACKER - CONTINUOUS

The hatch shuts and David takes a seat next to Steve who hands
him one of the cigars.

			STEVE
	Hang on to this.  For our victory
	dance.  But not 'til we hear the
	fat lady sing.

Reluctantly David takes it.  As he does Steve notices the
"barf bag" on David's lap.  Off Steve's look...

			DAVID
	I have a confession to make.  I'm
	not real big on flying.

			STEVE
	Great.

INT. STORAGE LAB - SAME

Constance and Jasmine join the others behind the observation
glass outside the room as the Attacker prepares for lift off.

Part of the ceiling suddenly PEELS AWAY, revealing an enormous
SHAFT leading topside.

INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

Strapping in and securing their equipment, Steve grabs hold of
the throttle.

			STEVE
	You ready?  Let' rock and roll.

Steve pulls back on the throttle but the attacker swings
BACKWARDS.

INT. STORAGE LAB - SAME

The Alien Attacker SMASHES BACKWARD into the rear of the lab.
Moishe winces as the others react fearfully.

INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

Embarrassed, Steve adjusts the throttle.

			STEVE
	Oops.

Like a stick shift diagram of a car, a small hand written
"post it" card is pasted onto the dash.  Steve reaches over
and turns it upside down, righting the problem.

			STEVE
	Let's try that again.

This time he pushes the throttle forward and the Attacker
JERKS ahead.

INT. STORAGE LAB - CONTINUOUS

Shooting up into the ceiling shaft above, the Attacker ZOOMS
out of the underground laboratory.

EXT. AREA 51 - SHAFT - SAME

With a WHOOSH the Alien Attacker ZOOMS out of the underground
shaft and SOARS into the sky.  Once high enough it goes into a
wild barrel roll.

INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

Just as it comes out of the roll.

			DAVID
	What the hell are you doing?

			STEVE
	Just getting a feel for her.

EXT. MORNING SKIES - CLOUD BANK - SAME

The Attacker arcs upward and disappears into the clouds.

EXT. AREA 51 - THE PRESIDENT'S PLANE - SAME

The President watches the Attacker flying away.  His canopy
locks down as he adjusts his helmet.

			PRESIDENT
	Grey, you read me?

			GENERAL GREY
		(filtered)
	Roger, Eagle One, our primary
	target has shifted course.

INT. WAR ROOM - SAME

General Grey is standing by the large map tracking the alien
ships over the United States.

			PRESIDENT
		(filtered)
	Where's it headed?

			GENERAL GREY
	I think our secret is out.
	They're headed right for us.

INT. PRESIDENT'S PLANE - SAME

			GENERAL GREY
		(filtered)
	ETA thirty six minutes.

The President gets a determined look in his eye.  He FIRES UP
his engine.  Following his lead, engines ignite, canopies lock
down and planes taxi to position.

EXT. UPPER ATMOSPHERE - ALIEN ATTACKER - SAME

The captured alien attacker soars higher and higher.

INT. STEVE AND DAVID'S ATTACKER - SAME

Slowly getting sick, David holds onto his "barf bag."

			STEVE
	You still with me?

David nods sheepishly.  Steve's eyes go wide with wonder as
the ship climbs to the edge of our atmosphere.

			STEVE
		(to himself)
	I've waited a long time for this.

The ship begins to SHAKE, rattling harshly as it climbs.
Through the window we SEE the blue sky EVAPORATE.  Slowly a
field of STARS take its place.

This is the moment Steve had wished for all his life.  He's
not disappointed.  David, however, is not so thrilled.

EXT. SPACE - STEVE AND DAVID'S ATTACKER - SAME

Heading further into space, ZOOMING overhead.

INT. STEVE AND DAVID'S ATTACKER - SAME

Through the windshield we see a huge OBJECT floating in
the distance, the moon behind it.

			DAVID
	That's it.  Head straight for it.

But Steve gets distracted, something wrong with the controls.

			STEVE
	Something's happening.  It's not
	responding.

David looks over at his laptop, connected to the ship's on
board computers.  Th signal is ADJUSTING.

			DAVID
		(thrilled)
	I was counting on that.  They're
	bringing us in.

EXT. BLUE SKIES - MORNING

The President's plane leads thirty fighters in attack
formation.

			PRESIDENT
	We have visual.

RESERVE ANGLE - ALIEN SPACE CRAFT

The fifteen mile wide space craft peeks over a mountain range
headed straight for us.

			GENERAL GREY
		(filtered)
	Do not engage until we've
	confirmed the package has been
	delivered.

			PRESIDENT
	Roger.

INT. WAR ROOM - SAME

Constance is standing by Lt. Mitchell behind the Military
cadre coordinating the battle.

			CONSTANCE
	What if that thing gets here
	before we can plant the virus?

			MITCHELL
	The entire compound is buried deep
	within the mountain.  It should
	give us some protection.

			CONSTANCE
	But what about all the people
	outside?

Mitchell shoots her a worried look.  Quickly they both dash
outside.

EXT. MOTHER SHIP - SAME

Steve and David's attacker flies towards the gigantic Mother
Ship.  Hundreds of other attackers flow in and out of the
Mother Ship through the many triangular portals.  Steve and
David's attacker's drawn into one of them.

INT. PORTAL SHAFT - MOTHER SHIP - SAME

Caught in a stream of attackers, they flow through the portal
shaft leading into this planet sized space craft.  They pass
by enormous windows revealing the HUNDREDS OF ALIENS working
within the Mother Ship.

We spill out of the shaft and into a gigantic cavity
stretching out beyond visibility.  Enormous TOWERS are
scattered throughout.

INT. STEVE AND DAVID'S ATTACKER - CONTINUOUS

Neither can believe their eyes.  Staring out the front window
they SEES...

STEVE AND DAVID'S POV ALIEN TROOP PARADE GROUND

Below them THOUSANDS OF ALIENS can be seen as they are marched
into dozens of enormous TROOP CONTAINERS docked at the edges
of the parade grounds.

			DAVID
	Must be thousands of them.  What
	are they doing?

			STEVE
	Looks like they're preparing the
	invasion.

INT. DOCKING STATIONS - MOTHER SHIP - CONTINUOUS

They pass the parade ground and head into the middle of this
huge cavernous sphere, closing in on the many LANDINGS.
Hundreds of attackers are docked at each one.

In the center of the Landing are large BAY WINDOWS, inside is
a kind of control tower.  We can SEE several ALIEN WORKERS
through the glass.  Steve and David's attacker is heading
straight towards them.

			STEVE
	This won't work.  They'll see
	before we can do anything.

Lifting up another hand written card labeled "window," David
pushes the button underneath.

			DAVID
	These things are fully equipped.
	Reclining bucket seats, power
	windows...

A BLAST SHIELD lowers covering the window.

Slowly Steve and David's attacker lowers onto large docking
CLAMPS which LOCK ON, holding it in place.

			DAVID
	We're in!

David starts typing frantically.

INT. WAR ROOM - SAME

Mitchell turns from one of the consoles to General Grey.

			MITCHELL
	He's uploading the virus.

			GENERAL GREY
		(into mic)
	Eagle One...

EXT. BLUE SKIES - SAME

The Presidential attack squadron zeroing in on target.

			GENERAL GREY
		(filtered)
	...the package is being delivered.
	Stand by to engage.

			PRESIDENT
	Roger.

EXT. AREA 51 - BRENNON TRAILER - SAME

Alicia struggles to drag out a large duffle bag.  Philip (the
boy who brought the penicillin earlier) rushes over.

			PHILIP
	Let me get that.

He grabs the bag for her.  Alicia smiles.  Miguel helps Troy
down from the trailer.  As they rush away, Miguel turns to
Philip.

			MIGUEL
	Where's Russell?

ANGLE - HANGAR - ENTRANCE TO COMPOUND

Constance, Jasmine and Mitchell are helping to usher the
refugees into the compound.

			CONSTANCE
	Hurry, we've got to get everyone
	inside.

Constance looks up and SEES off in the distance...

THE ALIEN SPACE CRAFT

Piercing the horizon, coming over the top of a distant
mountain.  Headed this way.

INT. STEVE AND DAVID'S ATTACKER - SAME

David finishes typing.  The screen on his laptop flashes:
UPLOAD COMPLETE.

			DAVID
	The virus is in.  All we can do
	now is pray.

EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

			GENERAL GREY
		(filtered)
	Delivery complete.  Engage.

			PRESIDENT
	Roger.

The fighter jets GUN IT and overtake the smaller planes in
front of them.

Below the President's plane the weapons bay door opens and a
long range AMRAAM Missile DROPS DOWN, computes its target and
DARTS OFF.

INT. WAR ROOM - SAME

Mitchell and General Grey move over to a monitor showing
visual from the Present's Plane.  They SEE the missile
moving towards target.

			GENERAL GREY
	Keep your fingers crossed.

EXT. AMERICAN FIGHTERS - SAME

The pilots watch nervously as the missile nears its target.

			PRESIDENT
	Come on, baby.

ANGLE - AMRAAM MISSILE

Just as it gets to the shield perimeter, the missile EXPLODES.
The shields are still up.

INT. WAR ROOM - SAME

They watch the missile blow up harmlessly.  Deflated, General
Grey grabs his mic.

			GENERAL GREY
	It didn't work.  Disengage.  Sir,
	get your people out of there.

EXT. PRESIDENT'S PLANE - SAME

The President is not ready to give up.

			PRESIDENT
	Not yet!

Below his plane another MISSILE drops down, and DARTS OFF.

ANGLE - MISSILE

This one goes past the point of the previous explosion.  It
moves in closer and closer.  Suddenly it HITS THE SIDE OF THE
SHIP.  A HUGE EXPLOSION, rips off a part of the side of this
immense ship.

INT. WAR ROOM - SAME

We SEE the explosion on the monitor.  Everyone in the room
CHEERS.

			GENERAL GREY
	You did it!  A direct hit!

EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

The pilots are thrilled.

			PRESIDENT
	We're going in!  Squadron leaders,
	take point.

The fighters break off into six group of five.  One by one,
each fighter DROPS A MISSILE.  We follow DOZENS OF MISSILES on
their way to the space craft.

ANGLE - SPACE CRAFT

The Attacker Bay doors open and DOZENS OF ALIEN ATTACKERS
shoot out.  Spreading wide.

Guided missiles EXPLODES as they hit the City Destroyer,
damaging the outer hull.  The Attackers go after the American
fighters.  The six groups split wide.  An aerial dog fight
ensues.

EXT. AREA 51 - REFUGEE CAMP - SAME

Miguel searches for Russell as the refugees run for the
hangar.

			MIGUEL
	Russell!

Miguel gets swept up in the tide.  As the last of them enter
the hangar, TWO ALIEN ATTACKERS arrive behind them, STRAFING
the ground.  The rows of trailers homes EXPLODE one after
another.

ANGLE - ELEVATOR HALLWAY - BACK OF HANGAR

Constance ushers the crowd into the elevator hallway.  Packed
into the hallway together, they are panicked at the sound of
the nearby explosions.  As the last one is safely inside,
Constance turns back and SEES...

CONSTANCE'S POV - HANGAR AND ATTACKERS

The attackers FIRE and the front half of the hangar EXPLODES.
Constance is KNOCKED back against the wall.  She activates the
elevator and the room begins to SINK.

As the hallway submerges, the entire hangar comes CRASHING
DOWN behind them.

INT. WAR ROOM - SAME

Over monitors the General observes the aerial battle.  This
room, too, ROCKS from the explosions.  The monitors FLICKER.

INT. STEVE AND DAVID'S ATTACKER - SAME

Steve struggles with the controls but is getting no where.

			DAVID
	Get us out of here!

			STEVE
	I can't shake her free.

EXT. STEVE AND DAVID'S ATTACKER - SAME

Though the attacker guns its engine, the CLAMPS below HOLD
TIGHT.

INT. STEVE AND DAVID'S ATTACKER - SAME

David moves over to the computer to see if he can help.
Suddenly the large window slowly begins to DROP DOWN.

			STEVE
	What're you doing?

			DAVID
	It's not me.  They're overriding
	the system.

The blast shield continues to peel away.  David and Steve drop
down below the dash, hiding from view.  As the view becomes
unobstructed we SEE...

POV - THROUGH WINDOW - THE LANDING

Several Alien's looking across at us from the large bay
window of the Landing's control tower.

			STEVE
	Damn!

David leans from his hiding position and SEES several other
alien attackers are moving in on them.  They are surrounded.

			DAVID
	Check and mate.

INT. AREA 51 - RESEARCH FACILITY - SAME

Like images from England during the blitzkrieg, the refugees
are huddled on the floor, the lights FLICKERING and the muted
sounds of distant EXPLOSIONS.  Miguel moves through the
refugees, searching for Russell.

A Yarmulke is unfolded.  As it is lifted we realize Moishe is
putting it on.  He holds the hands with the people around him
and begins to pray.  Nimziki moves next to Moishe.  Moishe
takes his hand.

			NIMZIKI
	I'm not Jewish.

			MOISHE
	It's okay.

ANGLE - PHILIP AND ALICIA

As another bomb rocks the room, Alicia moves closer to Philip.

			ALICIA
	This could be our last night on
	Earth.  I don't want to die a
	virgin.

			PHILIP
	If we do, we'll both die virgins.
	But at last we'll be together.

Alicia smiles, a nice guy at last.

EXT. AREA 51 - SPACE SHIP - SAME

The City Destroyer space ship is settling just above the
compound as the American fighters circle it, chased by the
attackers.  Below the SCHISM begins to open!

INT. WAR ROOM - SAME

In all the commotion, no one notices as Miguel sneaks inside.

			OFFICER
	We're running out of missiles,
	Sir.  We're just not causing
	enough damage.

EXT. PRESIDENT'S PLANE - SAME

			GENERAL GREY
		(filtered)
	They're getting ready to fire the
	big gun.  You're going to have to
	find a vulnerable spot, fast.

			PRESIDENT
	I've got an idea.  Keep 'em off my
	tail.

Taking the advice, the President DIVES.  He's met by two
flanking Fighters (EAGLES 9 & 2) as they cruise the underbelly
of the City Destroyer.  Sure enough, the SCHISM is opening,
preparing to fire the WALL OF DESTRUCTION.

			PRESIDENT
	Let's take 'em out before they
	take us out.

The President locks the SCHISM hatchway into the center of his
HUD (heads up display).  Just as he FIRES, Eagle 9 is BLOWN
OUT OF THE SKY.  It rocks the President, sending his missile
off target.

Off balance, the missile hits just wide of the hatchway and
EXPLODES, rocking the entire ship.

			PRESIDENT
	I'm out of missiles!  Eagle 2?

			EAGLE #2 PILOT
	I'm on it.

But before he can target, his fighter EXPLODES.

INT. HALLWAY - SAME

The lights continue to flicker.  Jasmine grabs onto Dylan and
Patricia, holding them tight.

INT. WAR ROOM - CONTINUOUS

On the monitor we SEE the SCHISM, and BRIGHT LIGHTS as several
fighters fly past.

			GENERAL GREY
	We're out of time.  Get out of
	there!  Get as far away as you
	can.

EXT. PRESIDENT'S FIGHTER - SAME

Pissed, the President refuses to give up.

			PRESIDENT
	Doesn't anyone have any damned
	missiles left?!

			RUSSELL (O.S.)
	Sorry I'm late, Mr. President.

The President spins and SEES darting out of the clouds...

RUSSELL'S OLD BI-PLANE

Russell ZOOMS past the President and alien attackers, barely
missing their FIRE.

			PRESIDENT
		(filtered)
	Who is that?  What are you doing?

			RUSSELL
		(into mic)
	It's okay, Sir.  I'm packin'.

We SEE he has a large MISSILES propped up in the seat behind
him.  A light on it flashes ARMED.

INT. WAR ROOM - SAME

			RUSSELL
		(filtered)
	Just keep those guys off me for a
	few more seconds.

Hearing his voice, Miguel is shocked.  He moves closer towards
the monitors.

EXT. CITY DESTROYER - SAME

The remaining fighters lay down COVER FIRE for Russell's old
bi-wing.  Russell heads directly TOWARDS THE SCHISM.

INT. WAR ROOM - SAME

Everyone is gripped to the screen as we see it get closer and
closer to the closing bay doors.  Miguel is aghast.

			RUSSELL
		(filtered)
	Do me one favor...

			OFFICER
	Who is that guy?

			MIGUEL
	Russell!

Miguel races over to the microphone, attempts to grab it.

			RUSSELL
		(filtered)
	...tell my children I love them
	very much.

EXT. CITY DESTROYER - SCHISM - SAME

Russell nears the SCHISM, a hail of alien firepower erupting
around him.

			MIGUEL
		(filtered)
	Dad!  No!

Russell smiles at b being called "Dad."

			RUSSELL
	I've got to, kid.  You were always
	better at taking care of them than
	I was anyways.

Russell turns off his radio as he banks UPWARD towards the
open SCHISM.  The climb is steep, and the bi-wing nearly
stalls out.

Suddenly the bright lights VANISH and the beam begins to form.

Russell's bi-wing just makes it INSIDE THE OPEN SCHISM and
disappears from view.

The President and remaining fighters BANK AWAY, clearing.

Suddenly, A GIGANTIC EXPLOSION, RIPS THROUGH THE CENTER OF THE
SPACE CRAFT.  It's causing a CHAIN REACTION of explosion.

Teetering, the entire space ship, turns away out of control.

INT. WAR ROOM - SAME

The room erupts in CHEERS.  Everyone, that is, except Miguel.

EXT. MOUNTAIN RANGE - SAME

Not far away from Area 51, the enormous craft is burning from
the center outwards.  Suddenly it DROPS and COLLIDES with the
mountain range, EXPLODING ON IMPACT.

INT. WAR ROOM - SAME

Intercepting the celebration, General Grey moves over to a
radio technician.

			GENERAL GREY
	Let's get on the wire.  Tell every
	squadron around the world how to
	shoot those fuckers down.

INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

Sitting below the dash, Steve takes out the cigars, hands one
to David.

			STEVE
	I guess there's nothing left to
	do.  Let's nuke 'em.

David realizes they're both about to die.  He stares at the
cigar.

			DAVID
		(re: cigar)
	Funny, I always thought things
	like these would kill me.

They share a quick sober laugh.

			STEVE
	Nice meeting you.

			DAVID
	You as well.

Steve lights his cigar, then lights David's.

			STEVE
	Ready?

EXT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

Popping up from behind the dash, cigars in their mouths, Steve
and David start waving "good-bye" like idiots.

The Aliens in the tower don't know how to react.  The
attackers move in for the kill.

INT. STEVE AND DAVID'S ATTACKER - SAME

			STEVE
	Think they know what's coming?

He reaches down to the black box we saw before and enters the
launch code.

			DAVID
		(still waving)
	Not a chance in hell.

EXT. STEVE AND DAVID'S ATTACKER - SAME

Suddenly the missile ERUPTS from behind the manifold and
BLASTS into the control tower, SHATTERING THE GLASS WINDOW.

INT. CONTROL ROOM - CONTINUOUS

The missile SMASHES through the glass.  The atmosphere
impeached, the aliens quickly succumb to the elements, chocking
and dying.

The missile BLASTS by WRECKING equipment until it LODGES into
the back wall of the Landing tower.

A small counter on the missile begins to count down 30:00,
29:00, 28:00...

EXT. DOCKING CLAMPS - SAME

Rocked from the explosions, the docking clamps RELEASES and the
ships jostles free.

INT. STEVE AND DAVID'S ATTACKER - SAME

Steve grabs the controls.

			STEVE
	We're loose!

			DAVID
	Doesn't matter.  Game's over.

			STEVE
	I don't hear no fat lady.

Steve THROTTLES IT.  The craft JOLTS AWAY.

EXT. DOCKING STATION - SAME

Steve and David's attacker BLAST away, the other alien
attackers follow in hot pursuit.

The attackers FIRE.  Steve SWERVES avoiding the blasts as they
race for the exit.

INT. LANDING - CONTROL TOWER - SAME

Grasping for breath, a dying Alien looks up at the wedged in
nuclear missile.  The counter reads: 00:04, 00:03, 00:02.

We get the feeling the Alien knows what's coming.

INT. DOCKING BAY - SAME

Steve and David's attacker just reaches the doorway as the
center of the landing EXPLODES behind them.

The enormous impact, rocks some of the lagging attackers off
track.

EXT. MOTHER SHIP - SAME

Steve DARTS his attacker out from underneath the Mother Ship's
belly.  A group of attackers FOLLOW.

Just as the last of them exit the docking bay, a HUGE FIREBALL
erupts behind them ripping through the Mother Ship.

ANGLE - FARTHER AWAY

ZOOMING towards us, Steve guides his ship away.  The Alien
attackers in hot pursuit.  Behind them we SEE the ENTIRE
MOTHER SHIP EXPLODE.

The immense EXPLOSION GROWS OUTWARDS coming right at us.  The
ATTACKERS are GOBBLED UP as the EXPLOSION WIDENS.  Quickly the
explosion gains ground on Steve and David.

ANGLE - STEVE AND DAVID'S SHIP

Like a loose board caught in the surf, Steve and David's ship
rides the edge of the explosion, getting knocked END OVER END.

INT. STEVE AND DAVID'S ATTACKER

Tumbling ass over tea kettle, David and Steve are ROCKED in
their seats.  Steve battles to regain control of the ship.

EXT. STEVE AND DAVID'S SHIP

The mammoth fireball reaches the outer edge of its zenith.
Steve and David's ship is SPIT OUT, tumbling down towards
EARTH.

EXT. AREA 51 - TARMAC - SAME

The fighters are returning home.  Crowd RACE out of the ruins
of the smoldering compound to greet them, cheering their
arrival.

THE PRESIDENT'S PLANE

The President is climbing out as General Grey rushes to his
aid.  Behind him, Jasmine leads Dylan and Patricia, who breaks
free and RUSHES to her father.  The President sweeps her up in
his arms as Jasmine approaches.

			JASMINE
		(to General Grey)
	Any word from Steve?

Behind her, Constance rushes over, the same thing on her mind.
Before he can answer they HEAR a ROAR above.  They all become
silent as they turn and look to the skies.

ANGLE - BLUE SKIES - FIREBALL

The FIREBALL COMET is rapidly shooting down towards us.
Suddenly BURSTING OUT OF THE FLAMES, Steve and David's ship
DARTS DOWN.

Just over the heads of the cheering crowds, Steve and David's
ship ZOOMS overhead, disappearing out of sight.

EXT. DRY LAKE - DESERT - MINUTES LATER

Several army JEEPS race across the arid desert floor.  As they
WHIP past we see they are headed towards a gigantic BLACK
PLUME OF SMOKE in the distance.

ANGLE PLUME OF SMOKE

The Jeeps SKID to a halt.  Jasmine and Constance are the first
to leap off the Jeeps.

Steve and David walk towards us, cigars in their mouths.
Jasmine races over to him.

			JASMINE
	You scared the hell out of me.

			STEVE
	Yeah, but what an entrance!

			JASMINE
	Dick-weed.

			STEVE
	Butt-munch.

Constance comes running up to David, hugs him tightly.

			CONSTANCE
	Are you all right?

			DAVID
	Did it work?

			CONSTANCE
	You bet it did.

She hugs him.  They kiss.

ANGLE - STEVE AND JASMINE

Behind them Dylan, Patricia, the President and General Grey
come walking over.  The President and General Grey approach.

			PRESIDENT
	We're getting reports from all
	over.  Their ships are going down!

As they begin to celebrate, they look up to the sky.

GROUP POV - BRILLIANT LIGHTS IN THE SKIES

The debris from the Mother Ship explosion enters the
atmosphere like thousands of SHOOTING STARS.  It's an
incredible sight.

The group stares happily at the show in the sky.  Steve takes
Dylan by the hand.

			STEVE
	Didn't I promise you fireworks?

Everyone stares in wonder at the beautiful lights.

				THE END

 
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