Alien 3

By

Eric Red











FADE IN:



EXT. SPACE

Black, cold, empty.  Stars twinkle.

The stars blacken...


EXT. BATTLECRUISER – SPACE

Looking like a cross between a bayonete and an aircraft carrier, the 
massive spaceship slowly slices through space.  It is all darkened, all 
rusted and quiet.  It has been there for many years.  THE CAMERA TRACKS 
over the armoured exterior of the gigantic warship.  The Turbines, big as 
a building, are off.  There are no lights on the cockpit.  The great 
vessel just floats, like a ghost ship.


EXT. SPACE

The battlecruiser floats.

Blackness, and pinpoints of light.


EXT. RESCUE SHIP – SPACE

First the stars...

Then the tiny recognizance ship cuts through the void.  It bears the white 
star insignia of the U.S. Military on the side. 

The tiny Rescue Ship, it’s rear jets pulsing, heads towards the great ark 
of a Warship sitting black and dead against the stars.


EXT. SULACO WARSHIP

Steering beneath the football field sized guns and engines, the small 
spacecraft navigates through the miles of space scarred armour on the 
underbelly of the ghost ship, heading for the loading bays.


INT. LOCKERS – RESCUE SHIP

THE PRESSURIZED HISS of a space helmet being sealed.  THE HOLLOW SOND OF 
BREATHING THROUGH A FACE MASK.

SAM SMITH adjusts the oxygen tank on his spacesuit.  His face hovers in 
the facemask.  A clean-cut, athletic looking man of 25, Sam is a Captain 
in the Special Forces, and he eyes his men as he switches on a camera 
mounted on his shoulder plate with his gloves.  His eyes move over his 
men...

FIVE GREEN BERETS.  Five helmets.  Five spacesuits resembling Samurai body 
armour.  The men strap their boots.  They seal their helmets.  Turn on 
their oxygen.  TIGHT CLOSE UPS of the mechanical, highly technical 
procedures.  They have nametags on the suits.  Simpson.  Avery.  Anderson.  
Wilson.  Cassidy.  The faces are framed in the visors.  The HOLLOW 
RESPIRATION fills the room.  Sam switches on a tape recorder on his chest 
plate that is attached to the camera on his shoulder.  They grab up 
flashlights.

Spaz .12 automatic shotguns with rocket launchers hang on the wall.  Sam 
looks at the rifles on the wall as Simpson makes a grab for one.  He 
shakes his head.

				SAM
		It’s just a recovery.

Through the windshield of the ship, reflected in the domes of their helmet 
visors. . .The huge, bayonette battleship shape of the Sulaco Warship 
looms against the stars.

The ship is forebodingly quiet.


EXT. SULACO WARSHIP/RESCUE SHIP

The two ships dock, locking together.


INT. LANDING PAD/LOADING BAY – SULACO WARSHIP

The hatch pulls open with a HISSSS of hydraulics.  Since all the 
battleships lights are off, the warehouse sized storage area for shuttle 
craft is totally dark.  

Six flashlight beams.  Six boots CLANK ECHOINGLY on the corrugated steel 
floor.  Sam Smith holds his torch, his eyes behind his space helmet 
sharply surveying the darkened interior of the ship.  The flashlight beams 
hit the looming mechanoid shape of the shuttlecraft, casting it in shadowy 
relief.  The five Soldiers are framed behind dim, vaguely seen machinery 
on the side of the ship.

Simpson’s boot skids on something wet.  He falls flat on his back, his 
flashlight flying from his grip.  The flashlight rolls across the floor.  
The men jump, shining their flashlights on Simpson.  The floor is slick 
with a moist white substance.

				SAM
	You alright, Simpson?


			SIMPSON
	I slipped on...Jesus...

He sees the white liquid.

			AVERY
	Captain...

They all look where the soldier points.  The flashlight has stopped 
rolling and shines on the severed trunk of a man lying in a splashed 
splatter of muck. They all stare.  Sam moves over to it as Simpson gets to 
his feet.

				SAM
		It’s part of an android.

				SIMPSON
		Sir, shouldn’t we go back 
		and get armed?

				SAM
		What for?

Following Sam, the five Soldiers move out.  Six flashlights in the gloom.  
Light glints off the bolted metal plates of the walls of the ship.  They 
reach the airlock door to the hypersleep chamber.  Sam presses the button.  
It slides open.

They go in.


INT. HYPERSLEEP CHAMBER – SULACO WARSHIP

Black as pitch.  Shapes coming out of the darkness are revealed to be 
oxygen units.  They pass the shoulder high banks of computers.  Flashlight 
glint off the gauges and switches and electronic panels on the walls.

Something drips.

Flashlights beam off the overhead gridwork of beams and life support 
equipment.

				SAM
		There’s the freezers.

He shines his torch on them.

				SAM
		Oh my God.

The freezers have been smashed open.



Alien Eggs, three feet high and slimy with muck, rest in the hypersleep 
chambers where the bodies of the people where.  Cocoon substance, like 
iron cobweb strings from floor to ceiling.  Bones and shreds of uniforms, 
are quickly glimpsed on the floor in the flashlight beams.  Sam picks up a 
shorn off nametag with the word “Ripley” on it.

				SAM
		What the fuck...?

They hear a sound overhead.  They look up.

The Alien, all armoured, insectile fifteen feet of it, swings down from 
the rafters onto them.  It’s the first set of metallic teeth opening, its 
jackhammer second set of jaws trailing blood saliva and punching into 
their skulls.

									SMASH CUT TO

EXT. NORTH STAR – DAY

A small American town in the middle of the farmlands.  A sign on the road 
reads, “North Star.  Pop. 251”.  Somebody has spraypainted “Shitsville” 
across it.

THE CREDITS APPEAR over postcard shots of the dusty, average midwestern 
town.  Farmhouses.  Silos.  Windmills.  A Drive-in.  Fields of Wheat.  
Fields of Corn.  An A&P.  A School.  A Grocery Store.  A 7-11.


EXT. SMITH HOUSE – NORTH STAR – DAY

A lone Farmhouse.  A tall windmill slowly turns beside it.  A Bunch of 
cows in a pen.

In f.g., a rooster crows.


INT. SAMS ROOM – SMITH HOUSE – DAY

Bright sunlight shines through the curtains.

Sam Smith opens his eyes.  He raises his hand to rub them.  The skin is 
rubbery white.  He opens and closes his right hand, lifting his arm.  
There isn’t any “skin” on the joint by his shoulder, and hydraulic and 
pneumatic tubing on a mechanoid skeleton is seen beneath.

His eyes widen.

He rips the sheets off and he stares.  Sam’s right arm and shoulder have 
been synthetically reconstructed.  The skin hasn’t been given the flesh 
tone dye, so it is like pale rubber.  His chest and stomach are heavily 
stitched, scarred, and bandaged.


EXT. SMITH HOUSE – DAY

The farmhouse.

Sams SCREAMS float across the farmlands.


INT. SAMS ROOM – SMITH HOUSE – DAY

Sam sits up in bed, shivering in shock.

GENERAL JOHN SMITH rushes to the door.  He is a career military officer in 
his mid fifties, and he watches in son in alarm and relief.  He hurries to 
the bed and puts his arm around his boy.  MARY SMITH, Sam’s mother, runs 
to the door, nearly bursting into tears when she sees her son awake.  She 
comes over to him and hugs him too.

				SAM
		Dad, Mom, wha...?

At the door, his teenage sister KAREN SMITH, and his little brother MARK, 
watch apprehensively.  Sam sees them.  The family remains there in the 
bright, dusty farmland sunlight blasting through the window curtains.


INT. KITCHEN – SMITH HOUSE – DAY

The family sits at the table.  Sam Smith, his semi-artificial self, pours 
himself some Corn Flakes.  John Smith sits across from him, eyeing him 
closely.  Mary Smith watches her son, and her husband carefully.  Karen 
Smith sort of eyes her brother in sick fascination.  The little boy Mark 
is totally into the new android his bro has.  Sam looks at his dad.

				SAM
		How long have I been...?

				JOHN
		Two weeks.

				SAM
		Two weeks?  I can’t believe this.
		Look at me.  I’m all rebuilt.
		Where’s my arm?

				JOHN
		Sam, I’m...I’m sorry.  But...
		You’re lucky to be alive.

				SAM
		What happened?


				JOHN
		What do you remember?

He scratches the back of his ear.  There is a small stitched incision, an 
inch wide, in the rear of his skull.  Sam feels it and twitches.

				SAM
		Not much.

				JOHN
		That fire spread quick.

				SAM
		Fire?

SLOW ZOOM in on John.  This is difficult for him.  His wife watches him 
hard.

				JOHN
		There was some kind of equipment
		Malfunction in your ships electrical
		System.  We’re not sure exactly what.
		They never knew what hit them.

				SAM
		What are you talking about?

				JOHN
		The rest are dead.

Sam stares into space, shellshocked.

				SAM
		Simpson.  Avery...My mom...

				JOHN
		I’m sorry son.

				JOHN
		Do you hurt?

				SAM
		No, not really.  I feel kind of alright.

				JOHN
		I’m not actually surprised.
		They used the latest android
		Synthetic technology on you.
		They say you can’t feel the 
difference.  When they finish up 
		You really won’t see the difference.


				KAREN
		Yeah, Sam.  It amazing.  Your
		Arm and leg, they look like real.

				SAM
		Why me?  How did I make it?

				JOHN
		There happened to be another ship in
		The area.  It got there in time.
		They found enough of you to put back
		Together.  The rest we...we had to 
reconstruct.

				SAM
		Oh boy.  Oh boy oh boy.

				MARY
		Oh Sam we’re so happy to see
		You up and around.  Are you alright?
		We didn’t know...

She starts to cry, then stops, dabbing her eye.  Sam grips her hand and 
smiles.

				KAREN
		You were out for the longest time.
		We used to sit up nights and watch 
		You, waiting for you to wake up.

Mark is looking at Sam’s mechanical hand.  Sam flexes the white rubber 
fingers.

				MARK
		That doesn’t hurt?

				SAM
		No, it doesn’t feel like anything.
		But I can crush your face because I’m 
robot man.

Cracking a grin, Sam closes his hand around Marks face.  The little boy 
screams and jumps back.  Sam smiles at him and ruffles his hair.  He 
raises his eyebrows and looks at his dad.

				SAM
		So now what?

				JOHN
		There’s been a few changes
		Around here while you were out.
		When you’re feeling up to it,
		We can take a drive downstairs
		And I can bring you up to date.
				John (Contd)
		We need to get the rest of your 
		skin put on.  Also, some of the brass
		wants to talk to you.

				SAM
		About what?  I don’t remember anything.

				JOHN
		Standard operational bullshit.
		Basic debriefing.

				SAM
		Sure.  Fine.  Maybe it’ll come back
		to me.

A flash of anxiety across the faces of his mom and dad.  Sam registers it.

				JOHN
		Don’t push yourself too hard, son.
		You’ve been through a lot.

				SAM
		Sure.


EXT. SMITH HOUSE – DAY

The sun burns hot.  It doesn’t look real.  Sam and John Smith leave the 
house.  Sam is getting the feel of walking again.  His dad helps him to 
the pickup truck parked by the mailbox near the road.  They climb in.


INT. PICKUP TRUCK – DAY

John sticks the key in the ignition.  He turns it over.  Sam sits beside 
him, staring out of the window at the rolling farmlands of North Star.

They drive.


EXT. NORTH STAR – DAY

The little pickup truck tools along the main road towards town.  Here and 
there are scattered small farmhouses and silos.  A tractor sits in the 
middle of an open field.  The horizon is flat.


INT. PICKUP – DAY

Sam rides along with his father.

				SAM
		Same old town.

				JOHN
		Same old town.

				SAM
		Looks quiet.

The young soldier looks out the window, as the dusty breeze whips his 
face.

A farmhouse and silo under construction.  Construction has stopped.
Farmlands...Then, another farmhouse.  Boarded up.

				SAM
		The Simpson place.

				JOHN
		The family left.

				SAM
		Where?

				JOHN
		Home.

				SAM
		Home.  I remember there.

They drive on.


EXT. NORTH STAR – DAY

The pickup tools down the dirt road into town.  The farmlands roll.  The 
sky looks different.


INT. PICKUP – DAY

A flash of pain shoots across John’s face.

				JOHN
		I-I’m sorry, Sam

				SAM
		Don’t worry about it
		Didn’t have anything to do
		with you, Dad.

John snaps out of it.  He looks at Sam and ruffles his hair.

				JOHN
		They’ve been asking about you
		in town.

Sam peers out the window.  He waves at some girls.


EXT. MAIN STREET – NORTH STAR – DAY

A street just like a thousand in middle America.  A grocery store.  A 
church.  A Woolworths.  An A&P.  A McDonalds.

THREE GIRLS wave at Sam as the pickup peels by.  An American flag hangs 
limp on a pole.


INT. PICKUP – DAY

Sam gazes distantly out the window.  He touches his artificial arm.
He spots another farm, also closed boarded up.

				SAM
		There’s Averys house.  Dad, that’s all
		closed up too.  What’s going on here?

				JOHN
		They moved away, Sam.
		
				SAM
		What’s been happening since I been gone?

				JOHN
		Well, there’s been increased Military
		presence recently.

				SAM
		What kind of presence?
	
				JOHN
		Three shiploads over the last month.
		Man.  Material.  Major reconstruction
		downstairs.  It’s got to do with research.
		Weapons research.  Maintenance and construction
		of North Star has ground to a halt.  The funding
		has been reappropriated.

				SAM
		North Star isn’t a defense installation.

				JOHN
		Didn’t used to be.

				SAM
		What’s going on?

				JOHN
		There’s been an increased military presence,
		that’s all.  I’m just bringing you up to 
date.

John steers the truck into a barn.

He pushes several buttons on a electronic computer on the inside roof on 
the pickup.


EXT. BARN/ELEVATOR – DAY

The inside of the barn is solid steel.  A huge elevator.  There are glass 
windows on the side.  The pickup truck pulls in.


INT. PIKCUP – DAY

John presses a series of buttons on the complex control panel of the roof 
of the pickup truck.

Through the windshield...The elevator starts to descend.

Sam watches through the windshield.


INT. ELEVATOR – SULACO SPACE STATIION

Suddenly through the windows, first the steel runners of the elevator 
shaft, then the space station reveals itself, all fifty stories of it...

The pickup Truck sits on the elevator floor as the eye-popping 
technological accomplishment of the fifty story space station reveals 
itself through the windows.  Massive, half a mile high beams and girders.  
Floor after floor.  Glass windows outside the elevator staring out on the 
planets and stars.  Half completed sections till under construction with 
futuristic construction equipment, cranes and soldering units, build onto 
the miles wide space station in the far reaches of space.  Fifty story 
tall air tanks and water tanks lead into a spiderweb of pipes and plumbing 
feeding up to North Star.


EXT. PICKUP – ELEVATOR – SULACO SPACE STATION

Sam watches.

				SAM
		Same old place.

				JOHN
		Not quite.  You’ll see.

The elevator continues to lower the mechanoid hum.

It stops.


EXT. FORTY FIRST LEVEL – SULACO SPACE STATION

The elevator doors open.

The Pickup Truck drives out.  It falls into step with armies of marching 
U.S. Army soldiers and U.S. Military transport trucks and support vehicles 
that move like an assembly line through the long, elaborate corridor ways.


INT. PICKUP

Sam looks at John.

John looks preoccupied.

				SAM
		Where we going, Dad?

				JOHN
		Debriefing.

John parks the vehicle.


INT. CORRIDOR – SULACO SPACE STATION

Sam and John walk.  Numerous MILITARY PERSONNEL walk by, in groups of grey 
suits.  Large, tank like Military Transport trucks with U.S. Army star 
insignia on the side move past down the corrugated steel floor of the 
multi-tiered section of the station.

The General casually salutes a few of the man.

Sam notices they are being watched by men in dark suits with shades.  The 
men gather together and talk quietly, speaking into walkie-talkies.

				SAM
		Who are those guys?

				JOHN
		I told you military presence 
has increased.


				SAM
		You weren’t shittin’.

They round a corner.


EXT. “SECTOR C”

A huge hydraulic door, fifty feet high, by the wall.  The part of the 
space station is clearly of recent construction.  Two MILITARY SENTRYS 
stand holding rifles at the ready stand by the door.  Nobody gets it.

As they walk by, Sam looks at it.  John seems tense.

				SAM
		Dad, when has Sector “C” 
been closed off?

				JOHN
		About two weeks ago, Sam.

				SAM
		Right around the same time as 
my accident.  What’s going on in there?

				JOHN
		It’s classified, son.

Sam seems a little worried as they walk on down the corridor.

A Military Transport truck RUMBLES up and screeches to a halt.  SERGEANT 
CHONG, a short, bullet shaped Japanese officer swings out of the truck.  
He has a cauliflower, friendly Asian face and he puffs a pipe.  Sam cracks 
a big grin when he seems him.  Sergeant Chong smile wide, clasping Sam’s 
shoulder.

				SAM
		Hey Mike, how the hell are you?

				SERGEANT CHONG
		Sam, how the fucking heck are ya?
		Jeez it’s good ta see ya up and 
around.  Jeezus John look at him, 
he’s back in one piece again.  I was 
sweatin’ it there lemme tell ya.

				SAM
		Man, if it’s possible I think you’ve 
gotten uglier.  Yeah, I think so.

				SERGEANT CHONG
		I’d kick your ass, but I don’t beat 
up on paraplegics, eh?

Sam grins, throwing some fast punches with his good arm.

				SAM
		Okay chink.  One hand.  One hand 
behind my back.  C’mon.

They spar in fun, then embrace.

				SERGEANT CHONG
		How the fuck are ya?  You look 
alright.

				SAM
		Good to be back on my feet.

				SERGEANT CHONG
		Hows the new arm?

				SAM
		It’s going to take some getting 
used to.  Least I’ve got one.

				SAM
		We were going to put some skin on me.
		What are you doin’?

The Sergeant puts his arm around Sam.

				SERGEANT CHONG
		Takin’ the skin off ya.

HE signals the driver of the truck to move on.  The three of them head off 
down the corridor.


INT. HOSPITAL – SULACO SPACE STATION

A scientific lab operation room set up.  White tile walls and highly 
specialized equipment designed for the construction and repair of 
androids.  Arms, legs, even skinless mechanoid heads are on shelves and 
tables.

Sam lies bare-chested on an operating table.  An ANRODI TECHNICIAN in a 
white smock prostheticaly attaches the skin to the raw part of his 
synthetic arm.  John and Sergeant Chong looks on.  The Technician seals 
the flap of rubber flesh and the hydraulic and pneumatic tube mechanoid 
skeleton.  He pats Sam on the shoulder.

				ANDROID TECHNICIAN
		That about does it.  We’ll do the coloring 
next week, then you’ll be good as new.

Sam regards his pale white rubber arm.

				SAM
		Not too bad.


EXT. RESTARANT – SULACO SPACE STATION

Sam, John, and Chong bring their trays from the cafeteria and sit at a 
table in the space station eating area.  Special trees and vegetation in 
multi-leveled tiers.  Huge windows look out onto an awesome view of the 
side of the space station.  It is still under construction as massive 
cranes and spacemen floating outside in space assemble pre-fab pieces of 
steel.  Beyond, lie planets and stars.  The restaurant is rather nice, 
mixing stone and steel and glass in a nice clean eatery.

While they are sitting there, Sam and John look out the window, sipping 
their coffee.  Chong watches Sam, hard emotion on the tough little 
Sergeants face.

				SERGEANT CHONG
		I was real sorry about your boys.
		From what I hear it was a freak 
accident.  Wasn’t nothin’ you could do.

				SAM
		Yeah.

				SERGEANT CHONG
		There wasn’t.

				JOHN
		Here they are.

People approach.

				SAM
		Who’s this?

				SERGEANT CHONG
		The new kids.  The element that has 
moved into the neighborhood.

DR. ALICE RAND comes up to the table.  She is a highly intelligent looking 
woman in her late twenties, wearing a Science Officers uniform.  She wears 
thick glasses and radiates an aura of arrogant power.  She takes a seat.  
COLONEL HAROLD SINGLAIR, a thin, corporate looking military officer is 
with her.  Three Suit and Sunglasses MILITARY AGENTS are with them.  They 
don’t seem to smile much.

				DR. RAND
		Hello General.


				JOHN
		Dr. Alice Rand, this is my son, Sam Smith.
		Captain Special Forces.

				SAM
		Pleased to meet you.

				JOHN
		Colonel Sinclair.  My son Sam.

Sam shakes hands with him.

				SAM
		Colonel.

				COLONEL SINCLAIR
		Good to meet you, Sam.  I see the 
reconstructive surgery went well.  
The army did our best.  We brought in 
our finest reconstructive surgeons.  
We had several teams working on you 
around the clock.

				SAM
		Thank you sir.  I really appreciate 
everything you’ve done.

				COLONEL SINGLAIR
		We wanted to ask you a few questions.

				SAM
		Yes sir.

				COLONEL SINCLAIR
		About the accident.

				SAM
		I don’t remember anything about 
the accident sir.  I’m afraid 
I have kind of a blank.

				COLONEL SINCLAIR
		Too bad about your men.

				SAM
		What happened to their families?

				COLONEL SINCLAIR
		They’ve been relocated.



				SAM
		I would like very much to be able 
to speak to them, sir.  I knew them all 
personally and it would mean a lot 
if I was able to talk to them.

				COLONEL SINCLAIR
		That won’t be necessary.

				SAM
		What do you mean? Why won’t it be necessary?

				COLONEL SINCLAIR
		What I’m saying is Sam we’ve taken 
care of all that for you.  Probably 
the best thing is just to leave it 
behind us and move on.

				SAM
		With due respect, sir, they were my 
men and I do wish to speak to the 
families.

Dr. Rand eyes Sam with something passing for friendliness.  She lights a 
cigarette.  John eyes her with a politically restrained disregard.  Sam 
picks that up.  There is a funny, awkward moment of silence.

				DR. RAND
		So, Sam.  The accident.

				SAM
		I said I don’t remember much.

				DR. RAND
		Much?
	
				SAM
		The accident.

				DR. RAND
		You said “much”.  What exactly do you 
remember, Sam?

				SAM
		Excuse me.  With due respect, ma’am. 
This debriefing I believe, is a 
military priority. Are you military?

				DR. RAND
		Sort of.  Colonel...?


				COLONEL SINCLAIR
		Let me jump in here.  Sam, if I may.  
Dr. Rand here is one of the foremost 
minds in the area of scientific defense 
research and you can feel comfortable 
and...lets say...confident in talking to 
her as well as us.

				DR. RAND
		Sam we need to know what you remember 
about...the accident.

Sam looks at his father.  John seems tense.  HE keeps it in.  Quietly, 
eyeing the Doctor and the Colonel, and the uncomfortable Sergeant, and the 
Suits with a low key disregard, he speaks softly.

				JOHN
		What my son said is he doesn’t remember 
anything.

				DR. RAND
		But let us h--

				JOHN
		He doesn’t remember anything Doctor.

				DR. RAND
		Yes General.

They all look at each other.  An awkward, uncomfortable relief.

				DR. RAND
		Well...It’s been good meeting you Sam.  
We’re glad you’re well.  We’ll see you, General.

Dr. Rand, Colonel Sinclair, and the Suits get up from the table.  Sergeant 
Chong remains at the table with Sam and John.

They watch them walk off.

				SERGEANT CHONG
		There goes the neighborhood.


EXT. SECTOR “C” – SULACO SPACE STATION

Sam and John Smith round the corner.  They stand and watch the Sentrys 
open the hydraulic gate.  The door rides up and a large Military Transport 
truck pulls out.  Sam lights a cigarette and studies it.



Something falls off the back of the truck.  Soldiers move by.  Sam walks 
up and looks.

A Black rubber body tag that ha ripped open.  Several totally slaughtered 
and eviscerated androids have spilled out.  Their arms, faces, and torsos 
torn to shreds.  Sam watches as several Soldiers come by and clean up the 
mess, putting it into the bag and throwing it in the back of the Military 
Transport.

The truck is filled with black rubber bags.  Sam watches it pull out.  He 
puffs his cigarette.

				SAM
		What’s going on in there, dad?

				JOHYN
		Let’s get out of here, son.

They move on.


EXT. BAR – NORTH STAR

The pickup pulls up to a small bar on the edge of town.  A few cars and 
station wagons parked outside.  A neon “Budweiser” sign in the window.  
HONKY TONK MUSIC faintly heard inside.  Sam and John Smith push through 
the door.  A power dynamo rises behind the bar, weeds growing here and 
there.


INT. BAR – NORTH STAR – NIGHT

The two soldiers push through the front door.  They walk up to the bar.

The neon Budweiser sign BUSSES on the window.  FIVE TERRA FARMERS hang out 
by the bar, and by the pool table.  They are a blue collar bunch, in denim 
jackets and jeans, beards, long hair, and caps.  Cigarette smoke hangs in 
the air a jukebox in the corner plays a country tune.  BRIGGS the 
bartender, redneck like the rest, comes over to them.

				JOHN
		Two Coors.

				BRIGGS
		Outa Coors.  Space shipment 
didn’t come in last month.

				SAM
		Two Buds then.

				BRIGGS
		Six Dollars.


				JOHN
		Hello Briggs.  How’s the family?

The barman looks at him, unmistakable caution in his eyes.

				BRIGGS
		They’re alive, General.  I’d 
like to keep ‘em that way.  
What’s going to downstairs, 
General?

				JOHN
		Nothing for you to worry about, Briggs.

Sam, sitting at the bar, looks over his shoulder.  Four of Terra Farmers 
are playing a slow, sinister game of pool  They glare at Sam and John as 
they pull on their bears and knock the balls into the pockets.  Another 
country song comes on the jukebox.  The bartender nervously leans over the 
bar to John.

				BRIGGS
		General, I signed on to this 
godforsaken barge in space so 
I could get my family off of earth 
to someplace safe.  Now all I see 
are Military ships pullin’ in and 
out, and something’ bein built 
downstairs.  I feel like me and muh 
family is bein set for somethin’.

				JOHN
		Briggs.  This is John Smith you’re 
talking to and I’m telling you not to 
worry.  This colony in space isn’t 
for defense purposes.

Down the other end of the bar, HARRY AGAR, a big gutted, bearded and drunk 
Terra Farmer sits huddled over a glass.  He looks down his shoulder at 
them.

				AGAR
		Bullfuckin’shit.

				SAM
		You got a problem?

				AGAR
		Yeah, I got a problem.  These 
guys, they got a problem.  Everybody 
lives on this goddamn shithole town 
in space got a problem, soldier boy.  
You’re the problem.



				SAM
		I don’t know what you’re talking about, 
but I do know you’re talking to U.S. Army.

				AGAR
		Hey, soldier boy.  I ain’t no 
army faggot.  What are you boys 
doin’ down there, huh?  Six hundred 
thousand miles out in space?  What 
are you building? Gonna blow us up, 
huh?  Or maybe worse.

				SAM
		Why don’t you just relax?

				AGAR
		Relax.  Relax, soldier boy? Families 
of your got an moved out pretty quick 
after you got ‘em wasted.  Those Army 
trucks just pulled right up and those 
families and their houses was on the 
next shuttle out.  Like they never existed.

				SAM
		I don’t know about that.

				JOHN
		They wanted to relocate, that’s all.

WILLIE RAY HACKETT, a young sinewy Terra Farmer at the pool table drives 
the ball into a corner pocket.  E raises his cue and chalks it, spitting 
on the sawdust floor.

				WILLIE RAY
		I say you’re full of shit.  
All you soldiers are full of shit.  
My Grandad used to live out in 
Alamogordo back on earth.  Military 
moved in.  Told them everything was 
okay and meanwhile was doin’ nuclear 
testin’.  My Grandaddy died by forty of 
cancer from the radiation.  You think 
we believe your bullshit about nothin’ 
going’ on down there?  What we oughta do 
is just kick all your army butts off this 
station.

Sam slams down his bear.  He gets up off the stool.

				SAM
		What you oughta do is try.
Three other Terra Farmers move over next to the one by the pool table.  
They grab pool cues and stand in menacing silhouette, ready to use them.

				WILLIE RAY
		This is our bar.

The Bartender looks at John, tired and uneasy.

				BARTENDER
		I don’t’ want any trouble, John.

General Smith looks at the Terra Farmers.  He throws back his beer and 
gets up.

				JOHN
		Let’s go.

				AGAR
		Hey, Smith...

				SAM
		What?

				AGAR
		Talk to Simpson lately?

				SAM
		Simpson died.

				AGAR
		I seen him.

				SAM
		Bullshit.

				AGAR
		He’s around.  Hey, Smith.  Fill ‘er up.  
That’s what he’ll say when you 
see him.  Fill ‘er up.  Heh. Heh.

				SAM
		Let’s get the fuck outa here.

John his hand on Sam’s shoulder.  Sam goes with him out the door of the 
bar.


EXT. BAR – NORTH STAR – NIGHT

Sam and John jump in their pickup.  They see the silhouettes of the Terra 
Farmers standing in the window of the joint, in the glow of the beer sign.



INT. PICKUP – NIGHT

Sam and John are driving back.  The windows are rolled down and in the 
light of two moons, they see the small farms pass by in the fields.

				SAM
		Dad, look at that.

They look.

Three Military Transport trucks are in the driveway of one of the farms.  
Soldiers are loading cattle into the rear gate.  The headlights shine in 
the dark.

				SAM
		That’s the Jones place.  
Dad, they’re taking his livestock.  
What the Hell is going here?

John drives, tight lipped.

				JOHN
		I don’t know.

They drive on down the dark country road.  Headlight punch them in the 
face as three more Military Transport trucks once at them from the other 
direction.  The trucks rush past, then are gone.

				SAM
		They’re heading for the elevator.

John stares through the windshield.

				JOHYN
		Let’s get some sleep.

He pats Sam on the leg.

				JOHN
		It’s been a long day.

They drive on.


									DISSOLVE TO:


EXT. SMITH HOUSE – DAWN

Double sunrise.

The farmhouse and windmill in silhouette against a flaming sky.


INT. ELEVATOR – SPACE STATION

The elevator lowers through the fifty floors.

Sam is riding it.


INT. OFFICE – HOLOGRAPHIC HALL OF RECORS – SPACE STATION

Sam stands at the counter, speaking with the MILITARY CLERK.

				SAM
		...On February 12th this year, there 
were six tapes taken by the crew of 
the rescue shuttle Tulsa when they 
boarded the Warship Sulaco.  They 
are probably catalogued under SX512.  
Series 1 through 9.

				MILITARY CLERK
		Yes sir.  I’ll get them right away.

The Clerk goes to a computer screen with a keyboard.  He punches in some 
digits.  Stands and waits.  There is a BEEOING on the screen.

He returns to Sam.

				MILITARY CLERK
		Those tapes are classified.  
Sorry if can’t help you.

				SAM
		Classified under whose orders?

				MILITARY BOOKKEEPER
		Dr. Rand, sir.

Sam regards him.

				SAM
		Thanks, private.

He leaves.


INT. CORRIDOR – SPACE STATION

Sam walks through the corridor.  He is being followed.  Men in suits with 
sunglasses and walkie talkies.

Then a Military Transport Truck pulls up beside him.  Sergeant Chong 
chucks him a friendly grin.  He waves Sam in.
INT. CAB – TRANSPORT TRUCK

Sam rides along with Sergeant Chong.

				SERGEANT CHONG
		C’mon Sam, I’ll give you a lift back 
up.

They drive through the huge space station hallway.

The small empty light on the fuel gauge flashes on.

				SERGEANT CHONG
		Shit, bucket of bolts sunofabitch 
run outa gas on me again.  Fuckin’ 
thing should be sold for scrap iron.  
Ride with me while I get gas.

				SAM
		Sure.

The squat, bullet headed Sergeant spins the big wheel in his hands.


INT. RAMP – SPACE STATION

The truck lurches down the long ramp, deep into the bowels of the ship.


INT. CAB – TRANSPORT TRUCK

Sam looks around.

				SERGEANT CHONG
		Nobody gets back here except the mechanics.

The Sergeant drives into a football field sized repair shop.  Sam 
whistles.


INT. REPAIR AREA – SPACE STATION

TITAN CRANE SHOT DOWN ON...

Gigantic cranes, Transport and Military trucks taken apart, piles of parts 
and mechanical innards, large robotic arms pieces vehicles and 
construction equipment back together.  The truck dives into the titanic 
maintenance shop.  Forklifts hoist broken down vehicles.  TWENTY REPAIR 
MEN works with blowtorches and power drills.  Sparks fly.  POUNDING and 
CLANGING fill the air.  Smoke and steam wreath the area, making large 
mechanoid silhouettes in the backlit diffusion.  Overhead tractors lift 
pieces of vehicles a hundred feet into the air, the mechanical clamps 
traveling across the area in one direction or the other on an elaborate 
roof monorail system.  
The Transport Truck drives through all the men and equipment to a small 
Gas Depot nestled in the back somewhere.


INT. GAS DEPOT – REPAIR AREA

THE CAMERA GLIDES DOWN with the transport truck as it pulls up to the 
pumps.  A GASMAN stands in grimy overalls beside the pumps.  He walks up 
to the side of the truck and looks in Sam’s window.

Simpson.


INT. CAB – TRANSPORT TRUCK – GAS DEPOT

Sam does a double take.

Simpson regards Sam with a blank expression.  

				SERGEANT CHONG
		Fill ‘er up.  High octane.

				SAM
		Simpson.

				SIMPSON
		Excuse me?

				SAM
		It’s me.  It’s Sam.  
		Don’t you recognize me?

Simpson doesn’t.  He doesn’t seem to register much.  His eyes are dull.

				SAM
		Simpson...

				SIMPSON
		No sir, I’m sorry I don’t.

				SERGEANT CHONG
		Fill it up, Private.  I want to get 
the fuck out of here.

				SIMPSON
		Right away.

He leaves and goes to the pump.  Sam sits back in his seat, shell-shocked.  
Like a robot, Simpson walks to the gas pumps and takes off the hose, 
sticking it in the tank of the truck.  He is near Sam’s window.


				SERGEANT CHONG
		You know him?

				SAM
		Me?  No.

Sam looks at the side of Simpson’s head.  There is a stitched incision in 
his skull, behind the right ear.

Sam’s eyes widen.  He touches his similar scar behind his ear.


INT. GAS DEPOT – REPAIR AREA

Simpson takes the spigot out of the tank and returns into the pump.  He 
waves the Transport Truck on.  Sergeant Chong drives out.


INT. CAB – TRANSPORT TRUCK

Sam, hiding his horror, stares out the back windshield as Simpson, the 
lobotomized soldier stands by the pumps, slowly obscured by the steam and 
smoke of the Repair Area as the truck pull further away from him.

The soldier sits back in his seat, staring straight ahead.


INT. OFFICE – HOLOGRAPHIC HALL OF RECORDS – SPACE STATION

Sam smashes his way through the door and walks up to the desk.

				SAM
		Get me those tapes.  Now, private.

				MILITARY CLERK
		I told you, those tapes are under class—

Sam grabs the man by the throat and slams him up against the wall.  He 
pulls his Colt .45 and sticks it up the man’s nose.

				MILITARY CLERK
		I don’t know anything about this.

				SAM
		The tapes.


INT. STAGE – HOLOGRAPHIC HALL OF RECORDS – SULACO SPACE STATION

A wide, warehouse-sized stage.  Projectors pointing down from the ceiling.  
Wall of cassettes floor to ceiling.  A huge consol.  Sam walks swiftly 
into the room.  He moves tot he consol and punches the date into the 
screen.
He sticks the cassette into the slot and hits the button.

BBBBZZZZZZZZZZZZZZzzzzzzzzzzzzzzzztt.  A burst of green laser from the 
ceiling...

It’s the Alien!

A fifteen foot high, 3 D laser recreation of the creature looming over 
Sam.  Sam jumps back, staring wide-eyed up at the green dimensional 
holograph of the creature, it’s snout turning to him.  Sam puts his hand 
through it.  The soldier pulls himself together and walks through the 
fully life-sized figures of his men and him in the holographicaly 
recreated freezer chamber of the warship.  He sees himself and h is 
soldiers, like laser ghosts, whirl in horror, totally unarmed as the Alien 
swings down from the rafters and hits them.  Sam screams out as he sees 
the creatures jackhammer jaws piledrive the recreation of him in the 
torso, taking his arm and a good part of his ribcage with it.  Sam is 
splattered with green holographic blood.

THE CAMERA PUSHES IN TO AN TIGHT CLOSE UP OF SAMS FACE as his face 
contorts in anguish he watches the monster tear his men to pieces, ripping 
them limb from limb in a greenish slaughterhouse, their faces screaming in 
total silence, which makes it worse.

Sam staggers to the consol and pushes the stop button.  BBBZZZzzzzzzztt.  
The lasers cut off and the room is plunged into darkness.  Sam stands 
alone in the empty holographic chamber.  He puts his face in his hands and 
weeps.


EXT.  CATTLE PEN – SMITH HOUSE – NORTH STAR – NIGHT

Sam stands alone by the cattle pen, staring off alone into the rolling 
farmlands.  The star twinkle.  Two moons hang in the sky, in the distant 
reaches of space.

A lonely wind whips up, blowing Sam’s clothes about him as he stands 
grazing into the night.  The door to his house and John Smith stands in 
silhouette in b.g., frames in the lights of the kitchen.  He comes up 
behind his son.  Sam just leans against the fence.  John Smith is wearing 
his Generals uniform.

				JOHN
		What is it?

				SAM
		Why didn’t you tell me?

				JOHN
		What do you mean?

				SAM
		What happened to it?


				JOHN
		To what?

Sam faces his father.

				SAM
		To that fucking thing that 
ripped me in half and wasted 
my men.

John sighs.  He leans against the fence and lights a cigarette.  His so 
doesn’t take his eyes off him.

				JOHN
		You know, I don’t always agree 
with the military, or...like what 
I sometimes have to do.  I wanted 
North Star and this station to be 
a life support system in space.  
I didn’t want it to be a place where 
we would be...But I have a job Sam.  
I’m here to do my job.

				SAM
		Dad.  Why didn’t you tell me?

				JOHN
		To protect you.

				SAM
		That’s a lot of shit.

				JOHN
		It was for your own good, Sam.  
There’s a lot of things on this 
station that have been taken out 
of my hands, but not my family.

				SAM
		I’M YOUR OWN SON, AND YOU LIED TO ME!

				JOHN
		THEY WOULD HAVE KILLED YOU, SAM!  
OR THEY WOULD HAVE LOBOTOMIZED YOU 
LIKE THEY DID THAT SIMPSON BOY!  
HOW COULD I PUT YOU AT THAT RISK 
BY TELLING YOU! You’re my son, and 
I’ve done everything I could to protect 
you.  I couldn’t tell you what happened 
out there...because I couldn’t be sure 
you’d be safe then.

He puts his hand on his sons shoulder.

				JOHN
		I hope you can understand.  I hope 
you don’t judge me too hard.  
I really hope that.

John Smith, looking hunched and older, turns and walks back into the 
house.  Then the sound of the car in the driveway.  Sam watches as John’s 
car travels off down the dirt road towards town.

Sam leans against the fence, looking out at the cattle, looking out at the 
rolling farmlands, watching the distant, twinkling lights of North Star 
against the stars in the sky and the two moons.

Then he sees the Transport truck.

The vehicle lumbers down the dirt road and pulls into the driveway of the 
Browns farm across the way.  The big military truck slams to a stop by the 
pig pen.  Sam watches, absently lighting a cigarette as he sees the 
MILITARY TRUCK DRIVER jump out and go to the pen, where thirty ugly pigs 
root about.  Under the cover of night, BROWN comes out of his house and 
starts helping the Truck Driver load fifteen pigs into the rear gate.  Sam 
stays out of sight, watching carefully.

				TRUCK DRIVER
		Next stop, Sector “C”.

BROWN
		The papers are inside.

The two men walk inside the house.

Sam crawls through his fence.  HE hurries across the small field to where 
the Transport Truck is parked.  He clambers through the back gate into the 
hold where all the pigs are stowed.


EXT. BROWN HOUSE – NORTH STAR – NIGHT

The Transport Trucks headlights punch the night as it pulls out of the 
driveway, lumbering off down the main road in clouds of dusty dirt.


INT. BACK GATE – TRANSPORT TRUCK – NIGHT

Sam is scrunched between fifteen filthy, noisy hogs.  He wrinkles his nose 
and stays down.  He feels he truck BUMPING down the road.




EXT. ELEVATOR BARN – NORTH STAR – NIGHT 

The military vehicle drives up to the electronic door of the barn.  
The lights of the town of North Star are in the distance.  The electric 
door opens and the truck drives in.


INT. ELEVATOR – NIGHT

Descending with it’s ELECTRIC HUM.  The Truck inside.


INT. BACK GATE – TRANSPORT TRUCK – NIGHT

Sam huddles with the hogs, his eyes and ears alert.  He is covered with 
mud and shit.  He feels the elevator stop.  He feels the Truck move.


INT. HYDRAULIC GATE – “SECTOR C” – NIGHT

The two SENTRYS stand duty, holding automatic weapons.

The Transport Truck pulls up to the gate.  The Sentrys walk up to the 
windows.  The Truck Drive hands them his authorization.

				TRUCK DRIVER
		Livestock.

The soldiers tred to the rear gate of the Truck.  They open the gate.  The 
Sentrys shine flashlights into the hold where the pigs are stowed.


INT. BACK GATE – TRANSPORT TRUCK – NIGHT

The flashlight flares off the CAMERA as the blackened shape of Sam huddles 
within the silhouettes of the pigs as the flashlight passes across them.
The gate to the Truck is closed And he is again in total darkness.


EXT. HYDRAULIC GATE – “SECTOR C” – NIGHT

The soldiers look over the Truck, hands on their weapons.  The Sentrys 
open the huge hydraulic gate.  They wave the truck through.

The Transport Truck drives into Sector “C”, taking Sam with it.


INT. BACK GATE – TRANSPORT TRUCK – NIGHT

Sam crouches down with the OINKING pigs.  He hears the wheels of the truck 
rolling on a metal surface.  He feels the vehicle make several turns.
It seems to drive forever.  Then it stops.  He hears a MECHANICAL DOOR 
OPENING.
He feels the Truck pull in.  Then stop.  Then he feels the back gate floor 
of the Transport Truck lifting like the rear of a dump truck.  The back 
gate opens into darkness.  He is sliding with the terrified, panic-
stricken pigs out of the truck.


INT. CHUTE – “SECTOR C” – NIGHT

Sam tumbles head over heels with fifteen fat, rolling pigs down a stained, 
stainless steel shaft in almost total darkness.  They all slide together.


INT. BREEDING ROOM – “SECTOR C” – NIGHT

Black as hell.

Sam hits something soft.  So do the pigs.  Straw.  We don’t see anything.  

We hear it...

ANIMAL SCREAMS.  DOG HOWLS.  CAT SQUALLS.  PIG SQUELS.  The air is ripped 
with the horrifying din of hundreds of shrieking animals.  And the SOUND 
OF RIPPNG FLESH.  Sam reaches into his pocket and brings out his lighter.

He flicks a flame.

In the light of the flame, a foot from him, a pig with a Face Hugger on 
it, it’s hooves shaking spasmodically on the ground.  Sam jumps in shock.  
He drops his lighter.  The flame hits the straw.  Fire leaps.  Glimmering 
firelight begins to reveal the room he is.

There are animal cages everywhere, stacked on the top of each other.  
There are animal pens here and there is a big, steel beamed warehouse 
space.  The floor is covered with straw and wet with blood and guts.  Near 
him, the belly of a pig ruptures and chest burster smashes out in a 
sickening spray of intestines.  
The Pig Alien has the wide torso, tiny head, and little legs of a pig.

Sam hears something SCUTTLE behind him.  He whirls to see a Face Hugger 
running for him.  He leaps up onto one of the cages just as the thing 
flies through the air with a punch of its whiplash tail.  It hits a pig in 
the face instead.  Sam lands hand and feet on the bars of the cage and 
looks through the bars to see...

A Pit Bull dog struggling on the ground as it’s ribs explode out its 
stomach and a Dog Alien tugs itself out.  The Dog Alien leaps right for 
Sam’s face and he jumps onto another cage just as the Pit Bull-like jaws 
lock on the bars.

Now ten or more Face Huggers are scrambling across the gore-splattered 
straw floor for Sam.  They want his ass.  Sam clambers onto another cage.  
The fires are now consuming the straw on the floor and the whole place is 
becoming revealed in the light of the flames.  It looks like something 
straight out of hell as the fire glints off the metal walls and the bars 
of the cages.
Within, the Dog Aliens, and Cat aliens, and Chicken Aliens scramble about, 
hissing and biting in fury.  The pigs move about in a raw panic as Face 
huggers leap out of the dark corners attach himself to their faces, 
jamming tendrils in their snouts.  Sam climbs up the cages as Face Hugger 
leaps up at him.

The overhead sprinklers come on.

Water surges over the room in a big spray, dousing the fires and bathing 
the Aliens in water.

Soaking wet, Sam climbs up to one of the big air vents in the ceiling.  He 
pulls the grating off and clambers inside.


INT. AIR VENT – “SECTOR C” – NIGHT

The soldier lies on his back in the warm vent, gasping for air, recovering 
from the horror.  He pushes the grate back on and looks down on the 
breeding room as the sprinklers put the fire out.  Soon it is black.  Sam 
hears SOUNDS in the vent, from other openings in and around the Sector.  
He hears voices.  
Trucks.  People moving.

Sam crawls on his belly across the metal sheeting, his hair blown in the 
warm wind.  Soon he comes to another grating.  He peers through it.

SAMS P.O.V.:  A locker room.  A shower stall.  White scientific smocks 
hung up on the wall.  Sterile clothing.  RUSS and LAUREN, two scientists, 
are kissing heavily and feeling each other up.  He has his hand under her 
bra.

				RUSS
		C’mon baby, let’s use the anti-gravity 
room.  Let’s do it floating in space.

				LAUREN
		Okay.  C’mon, lets go.

Hands all over each other, they breathlessly move through another door, 
leaving the room empty.  Sam quietly dislodges the grate.


INT.  LOCKER ROOM – “SECTOR C”

Sam jumps down.  He quickly strips and hurls his clothes into a trash bin.  
Sam gets in the shower and turns it on.


EXT. CORRIDOR – “SECTOR C”

THREE SCIENCE PERSONNEL go in the door to the locker room.  Sam walks out 
just as they walk in, fully dressed in a white smock and pants.  He nods 
to them and they nod to him.

THE CAMERA TRACKS with Sam as he walks down the top secret military 
sector.  The walls and floor are of high density corrugated steel.  
Cameras are mounted on the ceiling.  Big military Trucks RUMBLE through 
the corridor.  Rows of MILITARY BRASS and SPECIAL FORCES SOLDIERS walk 
past in lines of grey.  Their boots clank on the ground.  Bunches of 
SCIENCE OFFICERS walk through the corridor in a grey line.  Something is 
happening...

Sam sees a big, floor to ceiling window.  Inside, there are multiple glass 
cubicles.


EXT. LAB – SECOTR “C”

Sam walks up to the window looking into other windows in a series of lab 
cubicles under the sterile, antiseptic glare of flourescents.

John Smith sits on a cot with his shirt sleeve rolled up. Dr. Rand stands 
in front of a small army of scientists and military people.

Dr. Rand administers him an injection from a heavy-duty hypodermic gun.

John Smith nods, excitement and real dread in his eyes.  Sam cannot hear 
what they are saying.  They all get up and leave the room.  Secretively, 
Sam slips into—


INT. LAB – SECTOR “C”

The soldier looks around.  Tables with microscopes.  Racks of test tubes.  
Large blackboards with complex genetic fusion and gene splicing 
formulations on them.  Sam sees TWENTY SCIENCE PERSONNEL peering through 
the microscopes.  The soldier walks up and peers through one of the 
microscopes.

MICROSCOPE P.O.V.:  It looks like war.  Black, biting cells of some 
unknown origin are chewing away and eating up the red blood cells on the 
slide.  It is an unsettling sight.

Sam moves away from the microscope, really uneasy.  He looks up and sees a 
large number of Scientists and Military types milling into a lecture room.


INT. LECTURE ROOM – “SECTOR C”

Sam watches form behind the window.  Dr. Rand is in front of a blackboard.  
There is a screen, and a projector.  She is facing Smith and the 
Scientists.

				DR. RAND
		...This organism, on a cellular, even 
a molecular level, is a purely and totally 
predatory.  We have never encountered an 
organism that had its characteristics...
or its potential.  To survive, this cell 
		DR. RAND (Contd)
attacks, and assimilates the cells of whatever 
it encounters.  In this manner it takes on 
the form of what it kills.  But this is what 
is most interesting...Gentlemen, I put to you 
that this organism, this cell, can assimilate 
not only with organic matter, but with inorganic 
matter.  Please watch...

The lights dim.

The projector rolls.  One the screen, a solid, metallic molecule.  Also, 
the black, armoured, alien cell.  The Alien cell attacks and absorbs the 
other molecule, becoming one, steely, armoured thing.

The lights come up.  Dr. Rand wears a small smile.

				DR. RAND
		That was metal.

A hush.

				DR. RAND
		The DNA structure here doesn’t screw around.  
Gentlemen, do you realize what we have 
here?  Do you realize the potential we can 
use it for?  Imagine a living, organic jet 
fighter, or an Alien tank.

Sam, shuddering, listens in.  Dr. Rand looks at her watch.

				DR. RAND
		We’re all going to be late.


INT. CORRIDOR – “SECTOR C”

They walk out into the corridor.  A large number of Military Personnel and 
Scientists are milling though the hall, into a large door.  Sam secretly 
follows them inside.


INT. ARENA – “SECTOR C”

Sam follows John into a basketball court-sized room.   The ceilings are 
fifty feet in height.  Metal corrugated walls and a sheet steel floor.  
There are large opening doors built into the roof, now closed.  There are 
more than a hundred folding chairs on the floor and they are filled to 
capacity with MILITARY BRASS and CIENCE OFFICERS.  MUFFLED TALK 
reverberates around the room.  They all take their seats.

John sees Sam.  Sam sucks wind.
John looks away, hi face expressionless.  Sergeant Chong is with him.

The room quiets.

Dr. Rand walks out onto the floor.  She holds a microphone in her hands.  
The woman doctor smiles out at the military establishment in the seats, 
her face flushed with power and adrenaline.  She speaks confidently into 
the mike.

				DR. RAND
		Hello, ladies and gentlemen.  
What you are about to see, is 
history.  All of our work over 
the last three months, ten years 
of research as gone into what 
you are about to see now.  A new 
soldier, ladies and gentlemen, one 
that can be fully controlled, and 
bred in a controlled environment.  
A living war machine utterly violent 
and utterly effective.  One that until 
now, couldn’t be controlled.  Until now.  
Drop it.

There I a HUM in the ceiling and all eyes turn up.  There are gasps and 
muffled cries of fright form the audience.  Dr. Rand watches the crowd 
with a small, smug smile on her face.

The Alien is lowered on massive hydraulic clamps that pin it’s arms and 
legs to is insectile skeletal torso.  It’s greenish, black armour plated 
chest is firmly restrained.  It’s pronged, spinelike tail I held in 
another clamp.  The creature moves it’s snout around, its’ first set of 
metallic teeth opening and closing and releasing drools of vasaline-like 
saliva.  Its black, lifeless eyes study the people down below as the 
hydraulic clamp system lowers the Alien to the floor, its feet touching 
steel.

The people in the audience are paralyzed.  The airlock doors are closed.

				DR. RAND 
Relax ladies and gentlemen.  
I assure you the Alien is 
completely restrained.  But your 
concerns are valid.  The alien is a 
killing machine, nearly indestructible 
and totally predatory.  I wouldn’t 
want to be you if you were Russians 
and we released an army of the things 
by airdrop into Moscow.  

She laughs.  The audience tries to laugh.  Nervously.



				DR. RAND
		Which is, you see, what the potential is.  
But, what we have done here is “Sector C” 
is taken things one step further.  
We have trained it.  Ladies and gentlemen, 
we have trained this monster like it was 
a domestic pet.  It responds to commands.  
It does as it is told.  It cooperates.  
What you are looking at, ladies and gentlemen, 
is the soldier of the future.  Release it.

HUMMMMM.  CLICKICK.  Then massive metal clamps restraining the Alien pull 
apart and retract into the ceiling.  The Alien stands there.

The audience panics.  They almost leave their chairs.  Dr. Rand puts out 
her hand.
				DR. RAND
		Please stay in your seats, 
ladies and gentlemen.  I assure 
you that you have nothing whatsoever 
to fear.  Observe.

Dr. Rand holds the microphone in one hand and walks slowly, confidently, 
step by step up to the Alien.  The armoured, insectile creature towers 
fifteen feet, looming over her.  Drool dribbles from its jaws as it eyes 
her.
Dr. Rand walks up to it.  She reaches up her hand.  She touches the Aliens 
snout and pets it gently.  The Alien doesn’t do anything, it’s head hardly 
moves.

A gasp goes up from the audience.
With an arrogant grin, Dr. Rand turns to the audience.  Her back is to the 
Alien.

				DR. RAND
		See what I told you? Tame as a 
kitten.

The Aliens first set of jaws open, piledriver jaws jackhammering the back 
of Dr. Rands head, exploded it off her shoulders in a shower of meat.  Her 
decapitated, spurting boy collapses to the floor.

The Alien attacks.

The audience screams and runs for their lives.  They hammer the airlock 
buttons and the big doors hiss open as the beast wades into the mob of 
people trampling one another, tearing them limb from limp.  Fire hydrant 
geysers of blood.

Red lights flash in the arena as the alarm starts going off.

Some of the soldiers draw their weapons, but they can’t see the Alien 
through the crowd.  Sam and John Smith are separated as twenty five of the 
fifty people in the room squeeze their way through the airlock door.
The door slides shut, trapping thirty people inside the arena.


INT. MAIN AREA – “SECTOR C”

The twenty five soldiers and scientists try to make it out the door in a 
human stampede.  Red swirling alarm lights on the roof paint their faces 
in strobes of red.  Sam pushes through the crowd as they run for their 
lives.  He is looking for John Smith.

				SAM
		DAD!  DAD!  DAD!

He realizes Sam didn’t make it through the doors.  He turns pale as he 
walks to the airlock door and touches the thick steel plates.


INT. ARENA – “SECTOR C”

CLOSE UP of General Smith squeezed against the airlock door.  Blood like 
from an airhose splashes his face and uniform as he stares at something 
o.s.. Shadows play across his face and the wall.  Fifteen foot shadows of 
an Alien ripping human after human limb from limb, body parts in shadow 
from the red alarm lights.  This is Hell.  John Smith covers his face and 
sinks to the floor.


INT. MAIN AREA – “SECTOR C”

Pandemonium in Sector “C”.  ALARMS are going off everywhere.  Red lights 
flash on and off.  Scientists and Lab Personnel are running out of the 
labs and offices into the main area to see what’s going on.  A thirty man 
army of Special Forces Troops drive into the area in a huge military 
carrier.

Sam helps some of the people to their feet.  Everybody is screaming and 
crying and yelling.  The young soldier pulls his .45 out of his belt and 
FIRES a few rounds in the air.

The Green Berets come over to him.

				SPECIAL FORCES #1
		What the hells going on here?

				SAM
		That monster you guys have been 
keeping got loose in there.  There’s 
at least thirty people that didn’t 
make it out.  My father is one 
of them.

A young Special Forces Soldier walks up, face sweating.

				SPECIAL FORCES #2
		Sir, Colonel Winner is in there.  
He didn’t make it out with us.

				SAM
		I’m Sam Smith.  Captain Special Forces.  
I think I’m the ranking officer here.

He flashes the I.D. card in his wallet.  The Special Forces team surrounds 
him.

				SAM
		I think it’s pretty simple.  We have 
to kill that monster and get everybody 
the fuck out.  First thing is I want 
all non military personnel down here 
evacuated and sent up to North Star.  
Keep things quiet.  Put them in the 
Military barracks.  We don’t want people 
to panic yet.

Several of the Special Forces men hurry off and begin sheparing all of the 
Science Personnel and non coms onto the back of transports.  Other 
transports pull in the soldiers load the people on.

				SPECIAL FORCES #3
		How many are alive in there?

				SAM
		I don’t know.  Things happened fast.  
We have to get our hands on all the 
firepower we can and blow that fucker to 
grease.  Is there any video access to that 
room?

				SPECIAL FORCES #1
		Yes sir.  In security.


INT. SECURITY ROOM – “SECTOR C”

Sam heaves a chair through the window and it shatters in an explosion of 
the glass.  He and the Special Forces men climb through the window into 
the room There is a bank of video consols on the walls, with camera 
coverage of all the rooms.

They all stare.

There are three screens revealing the arena.  The bowels of Hell.

				SAM
		Jesusfuckingchrist.

On the black and whit screen, the Alien is weaving huge, suspension 
bridgelike cocoon all over the warehouse area.  Thirty people, half 
mutilated or dead are spun into the cocoon.  The fifteen foot Alien looks 
like a weavewoman with the tender care it takes in building its nest.

Sam operates a joystick on the controls.  The TV camera zooms in and pans 
to reveal tortured, slimed faces in the thick tendrils of cocoon from 
floor to ceiling.  Some are already beginning to reform...

				SAM
		Oh my god, it’s breeding itself.

Then Sam quickly adjusts the camera.  The screen shows John Smith huddling 
beneath a pile of corpses.  Sergeant Chong is alive and hiding under the 
slaughtered bodies too, small and out of sight in the corner of the arena.

				SAM
		Dad.

Sam adjusts the joystick.

The screen is suddenly filled with the face of the Alien.  The creatures 
first set of jaws open, filling the b&w screen.  The second piledriver set 
hits the screen and the picture goes static.

The young soldier whirls to the others.

				SAM
		We’ve gotta get them out.

				SPECIAL FORCES #1
		That door is heavily reinforced.  
We’ll have to get one of the construction 
trucks and mash it down.  That’ll 
take a little time.

				SAM
		They don’t have much time.  Get some 
men down to Maintenance and get the 
truck.  I’m going to go in through 
the air shaft.  That’s how I got 
in the first place.

They move out of the room.  THE HANDHELD CAMERA hurries with them as they 
head into—


INT. MAIN AREA – SECTOR “C”

				SPECIAL FORCES #1
		Broderick and Hanson.  Go down to Maintenance.

				SPECIAL FORCES #1
		and bring back a wrecker.

The two Special Forces soldiers hurry off down the corridor.  All around 
Sector “C” red siren lights are flashing and people run in every direction 
as the Special Forces troops hustle the Scientists and non coms onto the 
back of large Transport trucks.

They all walk up to the massive airlock door to the arena.

				SAM
		Is there any other way in or 
out of there except through here

				SPECIAL FORCES #1
		No, sir.

				SAM
		Well, at least we’re keeping those things in.  
You and you.  C’mon.

Sam grabs two Special Forces soldiers and they rush off to the air vent in 
the wall.

				SPECIAL FORCES #1
		Hey, Captain.

Sam stops.

				SPECIAL FORCES #1
		Those things bite.

				SAM
		I’ll be back.

Sam and disengages the air vent grating.  He heaves himself up into the 
air grate, with the soldiers in tow.


INT. ARENA – “SECTOR C”

The Alien sites like a drunken giant in the corner, slowly dying, it’s 
huge armoured anatomy slowly dissipating.  It’s snout sinks lower to its 
chest.  The room is spun with cocoon.  The full hundred yards square and 
fifty foot high room is latticeworked with suspension bridges of 
otherworldly, white, iron hard spun.

Then there are the bodies.  Some alive, some dead, all mutilated and in 
various states of transformation.  Faces hang suspended twenty feet up, 
contorted in the anguish of a birth phase beyond imagination.  Blood like 
a lake covers the floor.  The hideous screams and moans of the scientists 
and soldiers spun into the cocoons echoes eerily around the recesses of 
the chamber.
The Alien is dying.  It’s armour is drying.  Its teeth open and close.  
It’s snout begins to fall towards its chest.

John Smith gasps for breath.  He almost doesn’t dare breathe.  He leans by 
the airlock door surveying the scene of unspeakable horror.  He is hidden 
from the huge Aliens view by a bridge of cocoon like cotton metal through 
the room.  He doesn’t move a muscle.  

Sergeant Chong huddles with him, eyeing him.  He whispers.

				SERGEANT CHONG
		How the fuck we gonna get outa this one,
		Johnnie?


INT. AIR VENT – “SECTOR C”

Sam crawls through the narrow, aluminum shaft.  His face is laced with 
sweat.  The Special Forces soldiers crawl behind him.  They cling to their 
rifles.  They crawl on their bellies through the air vent until they hears 
the sounds.

Those sounds...

Sam peers through the grating and carefully, carefully dislodges it.  He 
stares down at the horrible sight.

				SAM
		We see you.


INT. ARENA – “SECTOR C”

John Smith turns his head.  RACK FOCUS to show the open grate of the air 
vent.  He sees his son.  He is grey and clammy in color but he catches his 
breath.  
He taps Sergeant Chong.  They exchange a glance.

And they begin to move...

The Alien is now near dead, but it remains blood-splattered and formidable 
as it hulks by the wall.  It’s snout slowly nods.  The General crawls 
carefully on his hands and knees below the hideous human remains wrapped 
in the cocoons.  John Smith winces as he is splatted with blood as an 
Alien leg erupts in bone and guts from one of the cocooned scientists.

He moves, frigid with horror, on.


INT. AIR VENT – “SECTOR C”

Sam stays down.  He sees his dad now.


INT. ARENA – “SECTOR C”

John Smith nods slowly to his son.  He crawls on all fours through the 
blood pooling and coagulating on the metal floor.

RRRRRRRrrrrrriiIIIIIiiiPPPpp.

The General turns his head.  A six foot tall, humanoid Alien is tearing 
its way out of one of the cocoons.  It’s armoured, slimy snout snaps at 
the air as it tries to extricate itself from the thick, tendrily cocoon 
substance.  IT sees John Smith and lets out an unearthly shriek, ripping 
furiously at the cocoon to tear itself loose.

Smith gets to his feet and runs for it.  The fifteen foot Alien in the 
corner now lifts it’s head.  It’s first set of teeth open and close.  
Droop drips.  IT stumbles to it’s feet.

Smith reaches the wall where the air vent is.

Sam tries to reach down but he is full five feet above his father.  The 
Alien in the cocoon has now torn free and come crashing to the floor on 
its face.  It gets up quickly and starts ducking its way through the 
cocoons to get to John.  


INT. AIR VENT – “SECTOR C”

Sam reaches out of the vent.  He looks at one of the Soldiers.

				SAM
		GRAB MY LEGS!

The two Soldiers lower him out by the legs.  He reaches down for his 
father.

				SAM
		Grab my hand.


INT. ARENA – “SECTOR C”

Sergeant Chong boosts John Smith up.  Sams hands reach his fathers.

				JOHN
		I got you.  Hurry.

				SAM
		Hang on.

Sam starts pulling him up.  They watch in terror as the big Alien rips the 
cocoons bridgework asunder as it lumbers across the room toward them.  
More cocoons are opening and fully formed Aliens are struggling their way 
out.  Sam, clinging to his fathers arms, pulls him up back into the air 
vent.

The young soldier leans out again and grabs Sergeant Chong, dragging him 
into the vent.


INT. AIR VENT – SECTOR “C”

Sam pulls the man through the vent.

Seconds later, the big Alien jams it’s snout through the grate.  Sam and 
John duck out of the way as the huge face pushes through the grate, 
getting stuck.  It’s piledriver jaws punch through its first set of teeth 
and go at them, snapping.  They squeeze safely away.

Sam grabs a grenade from his belt.  He bites out the pin.

				SAM
		Breakfast of champions

He chucks the grenade into the Aliens mouth.  The creature swallows it.  
KRAKA-KABOOOOOOOOOOM!  It gets it’s head blown off.


INT. ARENA – “SECTOR C”

The headless Alien corpse falls backwards into the cocoon latticework.  
Now thirty, forty Aliens are busting forth from their molting shells.


INT. AIR VENT – “SECTOR C”

Sam and John Smith hug.

				SAM
		You okay?

				JOHN
		I’m okay.

				SAM
		We gotta get out of here.
		Lets go boys.

The Special Forces team clamber back through the air vent.

				JOHN
		My God.  Those men and women.  
They’re all dead and they died 
screaming.  Their families.  
What have we done?



				SAM
		Dad...

				JOHN
		I know.

They look at each other in fear.  They all climb out of the air vent.


EXT. NORTH STAR – NIGHT

Real quiet.

The ground tremors.

The lights of the small town go off.  The lights flicker on again.


EXT. ELEVATOR – NORTH STAR – NIGHT

The barn doors slide open.  Four transport trucks loaded with noncoms from 
the underground pull out, RUMBLING OFF down the dirt road.


EXT. MAIN STREET – NORTH STAR – NIGHT

The trucks with their headlights hurtle through the Main Street.  Terra 
Farmers on the sidewalks watch the terrified Scientist faces in the back 
of the trucks as they rush through town.

The earth shakes.

The traffic signal flashes red, then yellow, then green. Then red.  Then 
green.  Then red.  The cars nearly collide at the intersection.  The Terra 
Farms get out, Briggs and HANKS DAWSON, and they both have the same fear 
on their faces.

				HANK
		What the hells goin’ on down there, Briggs?

				BRIGGS
		I dunno, Hank, but somethin’ sure is.

The trucks are gone.


INT. KITCHEN – SMITH HOSUE – NIGHT

The Smiths huddle at the table.  The lights go off.  They come on again.

				MARY
		You guys want to play checkers?
		We could watch TV.

				KAREN
		Mom.

				MARK
		Mommy.

				MARY
		You want some cocoa?

				KAREN
		Where’s Daddy?

				MARK
		Where’s Sam?

Fear is written on their features.  Mary hugs her children.

				MARY
		It’s going to be alright.

Plaster falls on table as the house shakes, then is still.


EXT. MILITARY AND SCIENTIFIC COMPOUND – NORTH STAR – NIGHT

Somewhere out in the middle of the corn fields lies a large housing 
complex...
The four Trucks drive down the road and pull up to the gate.


INT. MILITARY AND SCIENTIFIC COMPOUND – NORTH STAR – NIGHT

The Trucks enter into the compound parking lot.  The Scientists scramble 
off the back of the vehicles.  SCIENCE PERSONNEL FAMILY MEMBERS, some of 
them half-dressed, leave their apartments and run to their husbands and 
wives, that are clambering out of the trucks, not looking too good.

PUSH IN SHOT as the PFC CHARLES, who headed the truck team walks up to 
ARMY CORP OF ENGINNEERS CAPTIAN WILKES, who is still in his robe.

				CAPTAIN WILKES
		What the hell is going on?

				PFC CHARLES
		There’s a problem in the underground, sir.

The Captain looks up.

				CAPTIAN WILKES
		Looks like there’s a problem up here, too.

The PFC looks where he is looking.


EXT. MILITARY AND SCIENTIFIC COMPOUND – NORTH STAR – NIGHT

Ten Pickup Trucks and Family Wagons have pulled up in front of the night 
shrouded compound.  Two dozen Terra Farmers, dressed in denims and boots 
are climbing out.  They walk up to the gate.

				BRIGGS
		We want to know what the fuck is 
going on down there.

Captain Wilkes holds up his open palms.

				CAPTAIN WILKES
		We’re not sure.  The best thing 
for all of to do is relax.

				BRIGGS
		You Goddamn army boys been fuckin’ 
with  us for the last time!!! We--!

That is when they feel the ground shake beneath their feet.  It is a small 
tremor, but the lights go off for a few seconds, and when the com back on, 
everybodys face is pale.


INT. MAIN AREA – SECTOR “C”

The red lights and alarms are still going off.  The area has been cleared 
of non coms.  The army of Special Forces troops stands by the door.  Sam, 
John, and the two other Soldiers climb out of the vent.

They hear the ENGINE and they see the Wrecker.  A Twenty foot tall, all 
purpose construction vehicle, with men-high tires, and a bulldozer shovel 
drives in and pulls up by the door.

				SAM
		EVERYBODY ON! WE’RE GOING IN!
		SHOOT ANYTHING THAT MOVES!

John Smith grabs a rifle too.  Twenty five Green Berets climb up into the 
cab, onto the back, or onto the top of the truck.


INT. CAB – WRECKER

Sam holds up his rifle with its grenade launcher.  Through the windshield 
of the cab sits the door to the arena.  The Special Forces Soldier behind 
the wheel looks at Sam.

				SAM
		Let’s go.

The Green Beret jams his foot down on the gas, driving straight at the 
hydraulic door.


INT. AIRLOCK – “SECTOR C”

FILMEDIN SLOW MOTIN:  The Wrecker battering rams the door, ripping it 
asunder into a hulk of metal.  The vehicle smashes on through into the 
Arena.  The Special Forces troops hang on.


INT. ARENA – SECTOR “C”

The truck stops.  The twenty five Green Berets hit the ground with their 
guns at ready.  Sam Smith hoists his machine gun.  His squad of Special 
Forces holds their hi-tech weaponry at ready.  Sweat beading his features, 
Sam looks at the soldiers as they face...

Nothing.

No Aliens.  The reminants of the cocoons hang ruptured and empty.

				SAM
		What the fuck...?

The Soldiers walk through the hanging, dangling shorn sections of white 
cocoon.  Blood and slime drips off the ironlike cotton substance.  There 
are pieces of bones and sections of uniform here and there.  Sam keeps his 
gun by his face.

Then they see it.

There is a massive hole in the wall.  DOLLY IN on Sam s the horrified 
realization melts his face.

				SAM
		Oh no.


INT. ZERO GRAVITY CHAMBER – SECTOR “C”

A set of panties float in the air.

Two naked bodies, slick with sweat, floating and thrusting in the anti-
gravity room.  Russ massages Terrys breasts, fingering her hard nipples, 
her body wrapped around his.  As they float in the room, he turns her over 
and puts his head between her legs.  She wraps her soft thighs around his 
face.

				LAUREN
		OH YES!

She goes down on him too, her head bobbing between his legs.


				RUSS
		C’MON BABY OH JEESUU--!

Her legs are wrap around his back and plunges into her, pressing her face 
to his as their tongues meet, their two perspiration slick bodies 
revolving upside down, suspended in zero gravity, stars and space seen 
through the window of the room.

				LAUREN
		OH!  UH-HUH!

He slides out of her and turns her over in the weightless space, taking 
her from behind his hands squeezing her flushed, jiggling tits at he slams 
into her, her wide, soft buttocks slapping his waist.

				LAURIE
		BABY IT FEELS SSOOO GOOO--!
		OOOOHHHHYYEEEEEESSSSS!!!

				RUSS
		OH YEAH OHYEAH!!!

Russ turns her over as they both about to come.  She straddles him and 
they thrust desperately, revolving in the air, their bodies shivering in 
orgasm.

He shuts his eyes and grits his teeth.

She throws her head back and cries out.

He opens his eyes and his guts come out his mouth.  The huge, thick, slimy 
teal rips through his torso and smashes out Laurens chest, taking her 
ribcage, intestines and left tit with it.  Their eyes are rolled up in 
their sockets and the mutilated corpses are flung off the tail.

Three Aliens crawl through the floating blood and guts towards the airlock 
door.  More follow.  An armoured slew of crawling monsters.


INT. ARENA – SECTOR “C”

Sam holds his machine gun up.  He looks at all the other sweaty, 
perspiring faces in the warehouse room.

				SAM
		Let’s get out of here.

They begin to retreat. Walking through the hanging shreds of cocoon, they 
hear the SCUTTLING SONDS coming from below them, from above them, from 
either side of them.

				JOHN
		They’re in the walls.
				SAM
		Nice ‘n easy.

The thirty Green Berets move through the flashing red light of the Arena.  
The SIREN bleats in their ears.

				SERGEANT CHONG
		What do we do, sir?

				SAM
		We get the fuck out of here is what we do.

Their feet red through the guts and slime in pools on the floor

				COLONEL SINCLAIR
		H-heeelllpp m-meee.  P-please...

Sam and the rest turn to look.  A horrible halfway transformed Colonel 
Sinclair is all sewn up in cocoon substance, his arms and legs molted 
mostly away.  He realizes he is turning into one of those things.  His 
face is torn as much with terror as hideous agony.

				COLONEL SINCLAIR
		K-kkk---iiilll mmmmeeeee---
		Mmmmuuuuhhhnnnneeerrruuuff
		Ggggggoooooo.......!

John Smith hits him with a douse of flame from the flamethrower blowtorch.  
The charred crisped remains of the Colonel slowly smolder in the 
blackened, burning cocoon.

				SAM
		Let’s get out of here.

The SCUTTLING SOUNDS are everywhere.  The Green Berets move through the 
door.


INT. MAIN AREA – SECTOR “C”

The men move into the huge, evacuated Science military area.  TRACKING 
SHOT as they pass the glass offices and laboratories.  They hold their 
flame throwers machine guns and grenade launchers.  Their eyes move back 
and forth in the low, sinister flashing red emergency light.

				SAM
		Where the fuck are they?

CCCCCRRRRRRAAAAAAASSSSSSSSSHHHHHHNNNNNNNKKKKKK!!!

Up from the floor, they come.


Erupted through the floor gratings like some armoured vegetation, the 
Aliens burst up, their claws and snouts tearing into the Special Forces 
troops like red meat.

SSMMMMMMMMMMASSSSSSSSHHHHH!!!!

Through the walls and down from the ceilings they drop.  Like the room 
became alive with Aliens, the contagion attacks the Green Berets and 
starts tearing them to pieces.  Blood sprays everywhere.  Limbs fly.  
Soldiers OPEN FIRE but the creatures are everywhere and it is difficult to 
aim.  John grabs Sam and they clamber through the airlock into the next 
airlock.  Sergeant Chong holds his machine gun in one arm, SHOOTING the 
Aliens to smithereens as he helps the rest of his Soldiers into the next 
airlock.  They almost all get through as the airlock door HISSES shut.

				SAM
		MOVE IT!!!  THERE’S TOO MANY!!!
		INTO THE AIRLOCK!!!  MOVE!!


INT. AIRLOCK #2 – SECTOR “C”

The soldiers are now running for it.  They reach the next airlock door and 
knock it open.  Sergeant Chong chomps his pipe.  He pushes John and Sam 
through then shoves most of the men through after them.

				SERGEANT CHONG
		C’MON!  C’MON!  GO! GO!

Then they hear the first boom.

The metal begins to buckle on the door.

BOOM.  BOOOM.  BOOOM.

Sergeant Chong shoves John, Sam, and the others through the airlock door.  
The door hisses shut.  The Special Forces officer hoists his machine gun 
and grenade launcher and raises it at the door.  The ten other Green 
Berets hunger down, engaging their grenade bolts, raising their machine 
guns and rifles and high-caliber handguns, some of them dropping to one 
knee.

Cocking the grenade engage bolt on his rifle, the Sergeant chomps on his 
pipe.

				SERGEANT CHONG
		Alright girls, lets earn our pay.

BOOOM!  BOOOM!  BOOOM!  BOOM!

The other airlock door is caving in, bending inward.  A huge hole tears in 
it.
Fifteen armoured Aliens come squeezing, scrambling through caved in door.  
The creatures come scuttling at them through the darkness like a subway 
train.


The Jap Sarge pulls the trigger.  All the soldiers do.  Grenades, machine 
gun tracers, and shotguns blasts strobe the hallway.

BAKAKAKAKAKAKABABABABABAKKKKKOOOOOOOOOOOOOOMMMMMM!!!! 
SPPPPRRRRAAAAAATTTTTZZZZ!
The first flank of Aliens disintegrates in a hideous insectile ROAR of 
agony, clouds of smoke and eruptions of acid.

The soldiers uncover their faces.

Then they see the SIZZLING SMOKE of the acid splattering the thick metal 
walls of the airlock.  It is eating its way through the wall in bubbling 
haste.

The pipe drops from the Sergeants mouth.

				SERGEANT CHONG
		Holy shit.

The Green Berets runs for the airlock door.

A red warning sign flashes on a ceiling monitor.  A KLAXON HONKS.  It 
reads, ‘Hull BREACHED”.

A huge hole melts in the wall.  Space black and empty through the hole.

The special Forces team explode in showers of meat, blood, intestines, 
teeth, brains, and skull tissue as their inside body pressure blows them 
to bits.

DOLLY IN on the window to the airlock, dripping with blood, as Sam, John, 
and the other Green Berets look away.


EXT. SULACO SPACE STATION

Through the melted hole in the side of the space station drifts a viscous 
slick of human blood, bone, and entrails, floating like a river into 
space.


INT AIRLOCK #3 – SECTOR “C”

The people star through the window, smeared and dripping red.  John turns 
to Sam.

				SAM
		Poor old Chong.
	
				JOHN
		I-I hope that was all of them.

Sam swallows  He points through the window.

				SAM
		Dad.  Dad...look.
They all look.

				JOHN
		Oh my God.

There are more Aliens, many, many more.  They are crawling through the 
melted hole in the airlock, climbing out onto the outside of the ship.


EXT. SULACO SPACE STATION

Up the fifty story side of the massive station in space, framed against 
the stars and planets in the back void, fifteen Aliens climb out of the 
hole in the side of the ship.  They slowly clamber up the metal plating in 
a steady flank...

For the glass dome of North Star.


INT. WEAPONS ROOM – SECTOR “C”

Spacesuits, helmets, all forms of weapons.

Sam, John, and thirty Green Berets.

They climb into the space suits.  They screw on the helmet.  They grab 
grappling lines and climbing equipment from the construction supply area.  
Cartridges are slammed into the rifle breeches.  Grenades are shoved in 
bags.  
Heavy combat knives are slid into belts.

Sam looks at the rest, faces sweating inside clear helmet visors.

				SAM
		Let’s go.


INT. AIRLOCK #1 – SECTOR “C”

The DOOR HISSES open.

Thirty Special Forces stand like an army of astronauts, holding their guns 
and grappling hooks.  Space flows through the abattoir of a room.  Sam 
leads the men, their space boots stepping through the puddles of human 
remains on the floor to the huge, melted breach in the hull.  Sam climbs 
outside the ship.  The rest of the men follow, attaching lines to each 
other.


EXT. SULACO SPACE STATION – SPACE

The massive unfinished structure of the space station exterior.  
Crawling along the prefab skin of the ship are fifteen Aliens, like huge, 
armoured insects.
The Special Forces team in the space suits climb through the hole in the 
ship.  Like mountain climbers, they are all attached to a line.  They open 
up with their machine guns.

One of the Aliens explodes in floating streams of acids.  It floats off 
the ship.  One of the soldiers is hit by a drop of the acid.  He doesn’t 
see it burn through the suit.  There is a hole.

The soldier explodes in his suit, his facemask splattering brains.

Another Alien grabs a soldier, it’s jackhammer jaws punching the mans face 
in through the helmet of his spacesuit.  Blood floats in space.  Another 
soldier turns his flame thrower on the Alien and the creature loses its 
grip on the ship, spinning away in a torch of flame.

Twenty five Special Forces clamber up the space scarred metal sheeting of 
the ship.  The flank of Aliens have now turne3d, they attack the Green 
Berets, climbing back down the side of the ship.  Sam lets loose with 
silent blasts of machine gun fire, sending a grenade into the guts of one 
of the beasts.  
The Aliens fall off the side of the ship and go floating around in space.  
A few of the space suited Soldiers slip and many of the people in the tow 
line are now floating off the side of the space station.

Like a space walk, the Soldiers hang in the void, machine gunning and 
shotgunning the floating Aliens.  The creatures explode in floating seas 
of acid.  Sam has to tug the men on the line back towards the ship before 
the acid floats to them.

Roachlike, the armoured creatures continue to climb towards the dome of 
North Star.  Using grappling hooks, the Green Berets keep climbing the 
thirty stories up the side of the ship.  A great planet fills one side of 
the sky, it’s double moon casting the scene in unearthly light.

The Aliens crawl through a vent at the top of the ship.  One by one, ten 
of the creatures squeeze through the hole, flowing like an army of ants 
back into the ship.

Sam and John look at each other, faces registering total terror through 
their facemasks.  They climb harder, the twenty space suited soldiers on 
the line carrying some emptied, bloodied suits with them as they use their 
grappling hooks to make it up the side of the ship.

The Aliens are gone.


EXT. NORTH STAR – NIGHT

Stars twinkle.

The small town sleeps.


EXT. ELEVATOR – NORTH STAR – NIGHT

Headlights up the road.

A Military Transport loaded with SOLDIERS from the compound pulls up in 
front of the elevator doors.  The men climb out of the truck and wait by 
the lift.

				CAPTAIN WILKES
		Let’s get down there and find out 
what the hells going on.

The elevator door opens...

The soldiers see the teeth.


INT. VENT – SPACE STATION

Sam, John, and the twenty space suited Green Berets crawl on all fours 
through the vent.  They hold their guns at ready, following the trail of 
slime.  The elevator shaft lies dead ahead.  Sam regards his father, face 
soaked with sweat in his helmet mask.

				SAM
		They’re up there.

				JOHN
		Let’s hurry.  God, lets hurry.

The Special Forces team scrambles through the vent.


EXT. MAIN STREET – NORTH STAR – NIGHT

By the light of the moons...

Shadows, big and eerie, dart across the front of the Grocery Store and the 
Hardware store.  Then nothing moves.


EXT. GRAIN ELEVATOR – NORTH STAR – NIGHT

The huge industrial storage container in the darkness on the edge of 
town...

Shapes shift.


EXT. SMITH FARM – NORTH STAR – NIGHT

The tiny farmhouse and its’ barn against the night sky.

Shapes movie...
EXT. CORN FIELD – NORTH STAR – NIGHT

The husks wave in the breeze.


EXT. GAS STATION – NORTH STAR – NIGHT

Open all night.  OLD MAN PERKINS sitting at the table, feet up.  Country 
song softly playing on the radio.  Shadows outside.


EXT. KENNEL – GAS STATION – NIGHT

The German Shepherd in the kennel rapidly paces.  It’s teeth are bared, 
growling.


INT. GAS STATION – NIGHT

The grizzled old man lifts his head.  He looks out the window at the road 
and the darkened corn fields.  He get up out of its chair.


EXT. GAS STATION – NIGHT

Old Man Perkins goes outside.

				OLD MAN PERKINS
		What’s wrong, Sally?

He looks out into the corn fields, quietly waving in the dark.

And gets his shotgun.


INT. CORN FIELDS – NIGHT

Old Man Perkins walks into the corn fields holding his .12 gauge double 
barreled shotgun.  His dog is on a leash.  They push through the walls of 
husks.  The grizzled old gas station attendant stops and listens.  BREEZE 
CRACKLES through the husks.  Corn ten feet high all around them.  The dogs 
hackles go up.

				OLD MAN PERKINS
		Harrison, if this is your cow run loose 
again on muh property I’m gonna shoot 
him down like I keep tellin’ yuh.

He holds up his shotgun.

His dog bolts into the husks, BARKING.

The barking abruptly stops with a SOUND of RIPPING FLESH and BONE.

				OLD MAN PERKINS
		Oh shit.

The old man runs for it.  He plunders through the tall stalks of corn.
He runs right into the Alien...

The jackhammer jaws crush his face.  Splattering brains all over the 
stalks of corn.


EXT. CORN FIELDS – NIGHT

The husks.


EXT. 7-11 – NIGHT

The stark, bright flourescents inside the big window with posters for 
Slurpees and Big Gulps.  A lonely ATTENDENT is a 7-11 uniform mans the 
counter.


INT. 7-11 – NIGHT

The attendant sneaks a cigarette as he leafs through a porno magazine.  He 
looks up to see some shadows dart outside.  He hastily stubs his cigarette 
and hides the magazine.  The shadows are gone.  He starts leafing through 
the magazine again.  The SOUND of SCUTTLING.  The Attendant looks up 
quickly.  Darkness and empty road outside the windows.

SLOW MOTION as five Aliens come leaping through the big glass windows, 
armoured, insectile, horned monsters in explosions of glass and shattering 
flourescents.

The Attendant screams as the creatures come clambering over the racks of 
Twinkies and Beef Jerkeys and rip his face off.


EXT. 7-11 – NIGHT

The tiny little store sits in the middle of the flatlands, all quiet.  A 
truck lumbers down the way.  It pulls up in the parking lot.


INT. TRUCK – 7-11 – NIGHT

A Terra Farmer couple, MR AND MRS HANSEN, cut the engine.

				MR HANSEN
		Do you want anything from inside, dear?

				MRS HANSEN
		We need eggs.

				MR HANSEN
		Okay dear.

Mr. Hansen leaves her in the truck.  Mrs Hansen watches through the 
windshield as her husband walks up to the store.  He sees the broken 
window of the place, and he goes inside with slight apprehension.  Mrs. 
Hansen lights a cigarette and turns on the radio.  It softly plays a 
country station.  She looks up through the windshield to the window of the 
7-11.  She doesn’t see her husband.

				MRS. HANSEN
		Harry...?

She gets out of the truck.


EXT. 7-11 – NIGHT

Mrs. Hansen enters the store, bathed in the eerie fluorescent glow.


INT. 7-11 – NIGHT

She walks through the glass door and she sees the eggs right away.  The 
floor, littered with fast food packages and alien muck, is filled with 
knee high Alien eggs, all through the aisles.  Behind the counter is 
nothing but bloody remains.  She walks wide eyed around the room.

				MRS. HANSEN
		Harry...?  HARRY....?

Suddenly, The Attendant leaps up from behind the counter, his face 
contorted and his eyes bleeding.  His skin is clammy pale.  He looks at 
her, his eyes rolling up in their sockets, revealing the whites.

				ATTENDENT
		OOOOOhhhhhhhhmmmmmYYYYYYGGGGGGG----

His chest bulges, erupting as snakelike, slimy Chest Burster explodes his 
uniform and shoots straight for Mrs. Hansens throat.  She screams beyond 
any kind of horror she has known, backing up as...

Something grabs her from behind.  She screams.  Her husband Harry.

				MR. HANSEN
		LETS GET THE FUCK OUTA HERE, MARY!!!

They run through the aisles as three eggs pop open and Face Huggers pop 
out.  They scuttle like deranged crabs across the floor, whiplike trails 
snapping, as the husband and wife rush from the store.


EXT. 7-11 – NIGHT

They break out the front door, slamming it shut as the Face Huggers smash 
against the glass.  Mrs. Hansen screams uncontrollably as her husband 
hustles her across the dark farmland parking lot towards their truck.
The Face Huggers, three in all, smash through the glass door and come 
scuttling across the asphalt after them.  The two people make it into the 
car.


INT. TRUCK – 7-11 – NIGHT

They lock the doors.  Mr. Hansen turns the key in the ignition and grabs 
his shotgun from the rack.  He steps on the gas.


EXT. WHEEL – TRUCK – NIGHT

A Face Hugger engulf the tire in its crab claws.  The wheel runs it over, 
two tons of truck squashing it.  The splurge of acid explodes the tire.  
The raw wheel rim shoots off sparks as it skids over the asphalt.


INT. TRUCK – NIGHT

A Face Hugger vaults over the hood and hits the windshield.  Mrs. Hansen 
screams as her husband SHOOTS it with a full blast of buckshot through the 
glass, blowing it off the car.  They drive out onto the road.


EXT. BACK BUMPER – TRUCK – NIGHT

The third Face Hugger hurtles past the gas pumps on its crab legs and uses 
it’s whiplash tail to propel itself at the receding truck.  The tail wraps 
around the bumper of the truck and its hurls itself onto the roof.  The 
legs grip firmly as the tail SMASHES through the drivers window.


INT. TRUCK – NIGHT

Mr. Hansen gags as the tail wraps around his neck, crushing his throat.  
Mrs. Hanson screams and grabs the shotgun.  He tries to steer as the Alien 
tail wraps tighter.  She presses the shotgun against he roof and FIRES in 
a cloud of smoke and flame.  The Face Hugger is blown from the roof.


EXT. BACK ROAD – NIGHT

The vehicle skids right and left on the road before regaining traction and 
speeding off, red taillights receding in a clod of settling dust.



EXT. TOWN HALL – NORTH STAR – NIGHT

Lights are on in the town hall.

There are a lot of cars parked around it.


INT. TOWN HALL – NORTH STAR – NIGHT

A large gathering hall.  All of the townspeople are there.  They are 
seated in metal chairs and there is a tangible rage in the air.

Briggs, the bartender turned leader of the Terra Farmers, is at the 
podium.

				BRIGGS
		This meeting will come to order.

A TERRA FARMER jumps to his feet.

				TERRA FARMER #1
		WHAT’S GOING ON DOWN THERE, THAT’S 
WHAT I WANT TO KNOW?!!!

Another TERRA FARMER Leaps up and punches the air with his fist.

				TERRA FARMER #2
		THIS LAST MONTH THE ARMY COME BY 
IN TRUCKS TWICE AND CONFISCATED MY 
LIVESTOCK.  I LOST THREE COWS AND 
SIX PIGS ALREADY THIS WEEK!

				TERRA FARMER #3
I HAD THREE CHICKENS TAKEN AND TEN OF 
THE DOGS I WAS BREEDIN’.  I WANT ‘EM 
BACK OR I WANT THE MILITARY OFF THIS 
STATION!  THIS IS MY PROPERTY GODDAMMIT!

Briggs raises his voice into the mike.

				JOHN
		SIT DOWN!  Sit down all of you.  
This meeting will come to order.  
We’ve called it so’s everybody 
gets a chance to speak.,

MRS. CRENSHAW stands up.

				MRS. CRENSHAW
		I’m Sally Crenshaw and I run the 
grocery stone on Main Street.  
General my electrical system has 
been goin’ on and off.
Murmurs around the room.  Mrs. Crenshaw takes her seat.  Briggs points to 
CHARLIE HOWARD.

				BRIGGS
		Charlie.

				CHARLIE HOWARD
		I think this is the basic situation.
		When we signed on here for this so-called 
community in space we was told that 
we would have everything we need here, 
in an atmosphere of safety.  This ain’t 
exactly making good on that.

The people sitting in the seats look and murmur amongst each other.  The 
tension in the room seems to thicken.  There are mumbled sounds of assent.

The front door is smashed open.

Sam, John, and the Special Forces soldiers.  The men have taken off their 
helmets but are still in their spacesuits, and their astronaut gear is 
highly incongruous among the Terra Farmers in their denim jackets, boots, 
launchers and machine guns, and the room quiets fast.

Sam wipes sweat from his face.

				SAM
		We need your help.


EXT. SMITH FARM – NORTH STAR – NIGHT

The silhouette of the farmhouse and the windmill against the horizon.
The moon sits low.

Then more shapes....


INT. KITCHEN – SMITH HOUSE – NIGHT

Mary is cleaning up the dishes.  She looks through the window.  The cattle 
in their pens are shuffling.  The mother closes the curtains and continues 
washing the dishes.  She peeks in the other room to see Karen stretched 
out on the couch, fast asleep on the couch.  Mary smiles and puts away the 
dishes and leaves the room.


INT. STAIRWAY – SMITH HOUSE – NIGHT

Mary walks up the stairs.


INT. HALLWAY – SMITH HOUSE – NIGHT

She walks down the hall to Marks room.  She opens the door.


INT. MARKS ROOM – SMITH HOUSE – NIGHT

The Alien hovers height feet above the little boy, sucking his thumb under 
the covers.  Its armoured anatomy presses against the model airplanes 
hanging from the ceiling.  It’s snout turns to face Mary as it shows its 
teeth.  It drools on the carpet.  Mary screams her head off, making a dive 
for bed and scooping up little Mark as the creature makes a lunge for her.  
She shoves her panic stricken way out the door and slams it shut.


INT. HALLWAY – SMITH HOUSE – NIGHT

Mary runs screaming down the hall.  The Alien tears the door off its 
hinges, taking a big piece of the plaster wall with it as into stumbles 
into the hall.  The woman and her terrified little boy hurry down the 
stairs.  The monster is way too big for the small hallway and its pursuit 
is clumsy.


INT. LIVING ROOM – SMITH HOUSE – NIGHT

Karen sits bolt upright on the couch.

				KAREN
		Mo-om, what’s going o—

She sees the beast hot on the heels of her mother and little brother.  
Karen screams hysterically.  Mary runs into the room and hauls the old 
Remington Winchester Repeater off the mantelpiece.  She stands her ground 
like a pioneer woman and raises the rifle to her eye.  The creature comes 
crashing down the stairs and lifts itself up.  Marys finger closes on the 
trigger.  She SHOOTS it between the eyes, sending the Alien staggering 
backwards spewing acid from its skull.  Mary PUMPS two more rounds into 
it’s stomach for good measure.  The Alien lies dead in the hallway floor.

Mary lowers the smoking rifle.  She grabs her kids close to her.  Karen 
looks out the window.  She swallows hard.

				KAREN
		M-mom...

Their eyes all turn to the windows.


EXT. SMITH HOUSE – NORTH STAR – NIGHT

The tall, skeletal silhouettes of ten Aliens slowly close in on the 
farmhouse.


EXT. TOWN HALL – NORTH STAR – NIGHT

The town hall sits, the only lit building in the darkened town.  Things 
seem to be moving in the dark, but might be the shadows of trees, or the 
shadow of the swinging storefront sign on the hardware store.


INT. TOWN HALL – NORTH STAR – NIGHT

The Special Forces team in the spacesuits with their hardware face off the 
tough, hardened Terra Farmers.

				BRIGGS
		Space monsters my ass.

				SAM
		There’s lots of them.  Believe it.

				BRIGGS
		Well, speaking for the rest, we don’t.

				SAM
		Help us.  We need all the help 
we can get.  When your families start 
to bleed, we’ll have it anyway.  I want 
your help before we get to that.  We need to 
assemble into units and get everybody 
out of these farms and into some safe 
place.  Please help.

				BRIGGS
		Fuck you.

Sam looks out the hard, harsh faces of the Terra farmers.  He hoists his 
machine gun and gestures with a space suited arm for the rest of the Green 
Berets to follow him.

				SAM
		Let’s get out of here.

John Smith and the Special Forces team heads for the door.

The door bursts open.

Mr. and Mrs Hansen and they are sickly pale.  The people in the room rise 
to their feet, staring at them.

				MR. HANSEN
		Th-theres some---somekind of monster 
out there.

Sam looks at Briggs.  The Terra Farmers exchange glances.
				BRIGGS
		What the hell have you gotten us 
into, soldier boy?


INT. “JOHNS GUNS” – NORTH STAR – NIGHT

The door to the small store is unlocked.  Street lamps through the windows 
glint off racks and racks of rifles, pistols, and shotguns.  There is a 
case full of boxes of ammo.

The front door opens and fifty townspeople stand in long shadowed 
silhouette.


EXT. TOWN HALL – NORTH STAR – NIGHT

A bunch of Terra Farmers SURGE on their big, chopped down Harley Davidson 
motorcycles.  They spin closed the cylinders of .357 magnums an shove them 
in their jackets.   They shove sawed-off shotguns into the chopper 
saddlebags.  Sam climbs out of his spacesuit as he shoved more rounds into 
his machine gun.  He walks past the Terra Farmers pulling the shotguns and 
rifles off the rear racks of their pickups and station wagons.  Fifty 
Terra Farmers and Soldiers fill the parking lot.  John Smith is in charge 
of handing out rifles, pistols, grenade launchers and ammo.  Hand after 
hand grab the rifles.  Fingers slam open the bolts and jam bullets and 
shells into the breech.  Rednecks armed to the teeth adjust their Cat or 
STP caps and shove more bullets and shells into the jean jackets.  They 
don’t look a lot different from the soldiers they stand with.

Barbed wire and sacks of grain are being set up on Main Street U.S.A. in 
space as the Terra Farmers and Soldiers work side by side to prepare a 
barricade.

A truck with the bumper sticker, “They Can Have My Guns When They Pry It 
Out Of My Cold, Dead Fingers.”  Two Terra Farmers pull shotguns off the 
rack in the back windshield.  They give Sam cracked, bearded grins.

				SAM
		You guys need guns?

				TERRA FARMER
		Thanks boy, we got us our own.

Sam walks up to Briggs.

				SAM
		I want someone on the phone switchboard 
and call the houses in the area.  
We’re gonna pull everybody out and 
bring them back here.  We’re in 
the open here, and it’s a good place 
to stand off the fuckers.

				BRIGGS
		We’re way ahead of you, soldier boy.


INT. PHONE SWITCHBOARD – NORTH STAR – NIGHT

The SWITCHBOARD OPERATOR, a terrified black woman, is operating the 
switchboard using headsets.  She frantically plugs the cords.

				SWITCHBOARD OPERATOR
		...That’s right Mrs. Morris, you just 
hop in the car and come right into town.  
Hello?  Mr. Johnston?  This is Coleen at 
the town switchboard.  We need you to come 
to town right away.  Just load up the family 
in the car and come to town, we have an emergency...

Sam, John, and Briggs burst in.  She turns to them.

				SWITCHBOARD OPERATOR
		I’m not getting any answer out at the 
Army compound.  The lines are dead.

				JOHN
		Did you call my house?

				SWITCHBOARD OPERATOR
		No answer there either, Mr. Smith.

Sam and John exchange glances.  They rush from the room.


EXT. MAIN STREET – NORTH STAR – DAWN

The Terra Farmers are digging for a fight.  Sam leads his Special Forces 
team towards where several Station Wagons an Pickups are parked.  He talks 
to John, who is supervising the barricade.  

				SAM
Dad, they’re not getting answer 
out at the house.  I’m gonna take 
a few of the men and find out what’s 
going on.  Why don’t you stay here 
and supervise the barricade.

The uneasy young Soldier sees the anxiety in his fathers eyes.  He clasps 
his shoulder.

				SAM
		Gotta go.

Sam and Green Berets jump into two station wagons.
The vehicles pull out of Main Street as the townspeople prepare for the 
coming fight.


EXT. SMITH FARM – DAWN

The house and barn framed against the sunrise.

The Aliens have the house surrounded.


INT. LIVING ROOM – SMITH HOUSE – DAWN

Aliens are smashing through the doors and windows.  Mom is shoving the 
table and the bookcase against the front door.  The window shatters as an 
Alien shoves it’s arm and face in, too large to squeeze through the frame.  
Mary picks up the Winchester, cocks the handle and SHOOTS the monster in 
the face.  It catapults backwards out the window.

				MARY
		MARK YOU STAY DOWN!!!
		KAREN!!!  HELP ME WITH THIS!!!

The terrified teenager helps her mother shove a big chest of drawers in 
front of the window.  They block it over.  The SOUNDS of AILENS SMASHING 
against the side of the house.  Mary hears something upstairs.

She hoists the Winchester and checks the breech.  Four bullets left.  She 
looks at herself and her two kids.  She pockets three bullets and sticks 
the last round in the breech.

The bookcase spills over as An Alien begins pawing through the front door 
of the house.  It squeezes its armoured body through the gap in the door.

				KAREN
		MOMMMY!!!  MOOMMMMYYY!!!

				MARY
		GET INTO THE KITCHEN!!!
		CMON!!!

Mary raises the rifle to her face and puts a bullet through the Aliens 
eye.  That creature falls, but another takes it’s place, squeezing through 
the door.  Mary grabs her two children and hauls them with her into the 
kitchen.


INT. KITCHEN – SMITH HOUSE – DAWN

Mary slams the door shut.  With the help of Karen she shoves the kitchen 
table and the refrigerator against the door.

SSMMMMAAAAASSSSSHHHHHH!!!!
An Alien crashes it’s claws through the kitchen window in a decimation of 
glass and wood frame.

It shoves its snout through.

				MARY
		Okay you ugly motherfucker, 
suck on this.

She grabs a handful of knives from the wall and thrusts them inside the 
monsters face.  Lots of acid.  It makes a grab for her but it’s arm goes 
down into the garbage disposal.

Mary flicks the switch on the wall.  GGGGGGGGRERRRRRGGRGRGRGRGRGRMMMM!!!!

The creature loses it’s arm below the elbow.

Mary grabs her kids in her arms and tugs them with her down the steps into 
the basement as the creature thrashes in agony while the sink melts away.


INT. BASEMENT – SMITH HOUSE – DAWN

Mary shoves her children with her down the steps into the basement.  Karen 
grabs Mark and huddles against the side of the wall.

There is a pitchfork on the wall.  The basement door is knocked open.  
Three Aliens framed in the dim light of dawn.  Mary grabs the pitchfork 
and holds it with prongs outwards as the first Alien attacks.

Mary runs at it, impaling it with the three pronged pitchfork.  She pins 
it to the wall.  Mom backs off, releasing the handle, as the creature 
struggles against the pitchfork jammed in its gut.

SSSSSSSSSSSSSssssssssssss.  The pitchfork falls away, the prongs melted by 
acid.  Mom is in deep shit.  The Alien approaches her with its claws 
extended.

Mom sees the chainsaw on the Black and Decker bench.  She grabs it up and 
PULLS
The ripcord, REVVING on the buzzsaw.  Mom holds out the chainsaw, the bits 
shirring in the Aliens face as she stands protectively in front of her 
children.  Mom swings the buzzsaw, connecting with the Alien right leg, 
severing it from its socket in spews of acid.  IT staggers back.  Mom 
moves in for the kill, burying the chainsaw in the creatures armoured 
chest.  The Alien staggers back with the chainsaw in it’s chest, then 
drops dead.  Huge shafts of morning light burst through the walls as the 
boars are knocked away and the silhouettes of more of the monsters appear.

Mary grabs Karen and Mark and huddles in the corner with them.

She has three bullets, on for each of them, left in the Winchester.

She COCKS it.
PAPAPAPAKAKAKAKAKAKAKAKAPPPPPPOWWWW!!!! The Aliens explode, twisting, 
dropping on the ground as they are struck by a barrage of machine gun, 
shotgun, and grenade FIRE.

Mary opens her eyes, uncovering the faces of her children.  Silhouetted 
against the rising sun are the shapes of eight Special Forces Soldiers, 
holding their smoking weaponry.  Sam rushes over and pick her up and they 
all embrace in the smashed basement room in the light of dawn.

				MARY
		Oh my God oh my God.

				SAM
		Are you okay, Ma?

				MARY
		Yes we’re okay.

				JOHN
		You sure you’re all alright?
		Oh, brother, five seconds later 
and...

				MARY
		It’s over.  Tell me its over.

				SAM
		It isn’t over, Ma.


INT. STATION WAGON – MAIN ROAD – NORTH STAR – DAWN

Sam drives, Mom, Karen, and Mark huddling with the Special Forces troops 
in the backseat.  They rip out onto one of the back roads and drive past 
the quiet farms, silos, and fields of wheat and corn.  In the distant 
horizon, smoke and fires rise.

				SAM
		What’s going on over there?

They hurtle down the road.  Sam spins the wheel and they drive down 
another street towards where the Military Compound lies.  They turns 
another corner and they stop.  Mom puts her hand over her childrens eyes.  
Sam raises his rifle and gets out of the car.  Three Green Berets get out 
with him.


EXT. MILITARY AND SCIENTIFIC COMPOUND – NORTH STAR – DAY

Sam holds his rifle at ready.  He looks at the other three Green Berets 
and they have turned the same color of milk he has.


For a full square block, the nondescript military track houses have been 
turned into cocoons.  The walls and ceilings have been smashed in, and the 
tendrily, ironlike substance stretches like countless bridges across the 
houses, in and out the windows, and over the trees on the block.  Blood 
and Alien slime drips everywhere.  There are literally hundreds of 
cocoons.

All empty.

The young Special Forces commander engages his rifle.

				SAM
		Let’s get back to town.  Fast.

Sam and Soldiers jump back in the car and it speeds out of there.  
As the vehicle recedes in the distance, the CAMERA CRANES UP, high over a 
nearby cornfield, a mile or more wide.

A wall of black, armoured Aliens, hundreds of them, move in an insectile, 
monstrous mass through the field of corn.

They are heading for the buildings of North Star in the distance.


EXT. MAIN STREET – NOTH STAR – DAY

The suns are hot.  The street is quiet and still.  The Woolworths and the 
A&P sit in the clean, clear daylight.  There is nothing in the parking lot 
of the mini mall.  The hardware store and the Burger King are closed.  In 
the middle of the street, fifty Terra Farmers and Soldiers stand behind 
the makeshift barricades.   They check and recheck their rifles and 
shotguns.  They smoke cigarettes.  They stare into the distance.  There is 
nothing to do but wait.  The tension is terrifying.

John Smith doesn’t look well.  His skin is clammy.  There is an extrusion 
under his shirt sleeve.  He rubs it.  John lights a cigarette with a 
shaking hand.  He looks up.

In the distance on Main Street, something is coming.  Smith raises his 
rifle.  Then he lowers it.  Sam his family and the Special Forces pull up 
in the station wagon.  They jump out and get behind the barricade.

				JOHN
		Thank God.

John hugs his wife and children.

				JOHN
		Y-you have to get to the town hall.
		You’ll b-be safer there.

Mary nods and hurries off with the kids.

Sam speaks quietly with his father.

				JOHN
		The rest...?

Sam gives him a small shake of his head.

				SAM
		We got real trouble.  Theres at least a 
hundred more of them now.

				JOHN
		What t-time is it?

Sam looks at his watch.  He looks at his father and chuckles, 
emotionlessly.

				SAM
		High noon.

The suns are high.


INT. A&P – DAY

Six Terra Farmers with rifles a shotguns are in position by the big glass 
windows of the supermarket.  They look out on the empty parking lot.


EXT. TOWN HALL – DAY

A contingent of Terra Farmers smoke cigarettes nervously outside the 
building.  They hold shotguns, rifles, pistols, and semi-automatic 
weapons.  There is a small army of them, and they keep a sharp lookout.  
There is plenty of sweat.


INT. TOWN HALL – DAY

A hundred women and children huddle in the dimly lit room.  Mothers and 
sisters hug their brothers and infants.  Nobody says anything.  They just 
wait.  Some weep.  RUSTLE of CLOTHING is all that is heard.  A CLOCK TICKS 
on the wall.

Mary sits with Karen and Mark, quietly eyeing the frightened, strong faces 
of the North Star women and children.  She manages a smile to one of them.

She has her arms around her children and she kisses them.


EXT. IDAHO STREET – NORTH STAR – DAY

Empty.

A soda can rolls.


EXT. NEBRASKA STREET – NORTH STAR – DAY

Desolate.

A pigeon.


EXT. WOOLWORTHS – NORTH STAR – DAY

Closed.


EXT. MAIN STREET BARRICADE – DAY

Sam polishes his machine gun.  He squints down the street.  He stands and 
gestures for his men to arm up.

				SAM
		Heads up.

They all lift their weapons and get into position.

				JOHN
		Holy mother of God.

It is like a black cloud on the horizon.


EXT. MAIN STREET – DAY

Aliens.

Hundreds.  A shoulder to shoulder, armoured, horned, slime spitting wall 
of them moving down the street.  Their tails whip.  Their teeth snap.  
Vaseline saliva spills from their snouts.  They are moving fast.  They are 
moving very fast.


EXT. MAIN STREET BARRICADE – DAY

Sam Smith hoists his machine gun.
			
				SAM
		FIRE!!!

From behind the sandbags and furniture, the Special Forces and the Terra 
Farmers OPEN FIRE in a blitzing barrage of bullets, shells, and launched 
grenades.  The Aliens rush at them with a terrifying, echoing, ALIEN ROAR.  
The clouds of bullets rip into them, punching holes and taking pieces off 
them in sprays and splashes of aid that melt the streets, sidewalks and 
storefronts.  The first flank of the creatures drops but there is another 
right behind, and another, and another.
They are still coming.


EXT. MAIN STREET – NORTH STAR – DAY

Against the small town America of the Woolworths and the McDonalds, rush a 
scarifying sea of Aliens, scuttling, staggering, crawling down the street 
on the bright, sunny day.  There is no end of them.


EXT. BARRICADE – MAIN STREET – NORTH STAR – DAY

The Special Forces star at each other alarm.  The Terra Farmers 
frantically reload.  Sam squeezes off round after round, as does his 
father, but the massing wall of Aliens is almost on top of them.

Sam sets the big box of dynamite in the middle of the barricade.  He grabs 
his men.

				SAM
		FALL BACK!!!  FOLLOW ME!!!

Still SHOOTING hundreds of rounds a the beasts, the men back out of the 
fortifications and retreat own the street.  A dozen of the Aliens go 
clambering into the barricade, their claws outstretched for the men a 
hundred yards away.  Sam levels off a machine gun BLAST into the box of 
dynamite in the barricade.

BABABABABABOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOMMMMMMMMMMMMM!!!!

The dynamite goes off in a ripping, percussive EXPLOSION that blows ten 
Aliens sky high.  As smoke fills the air, acid RAINS down on top of the 
two of the Farmers.  The skin melts off their bones and they drop in piles 
of jelly.  Through the smoke comes the silhouettes of twenty five more 
Aliens, and thirty more after them.  Sam retreats with his men, BLASTING 
at them with all their firepower on Main Street U.S.A. in space.


EXT. BUILDING ROOFTOP – VIRGINIA STREET – NORTH STAR – DAY

Three Terra Farmers lob grenades off the roof down on the Aliens.

They don’t see the two Aliens rise up behind them.  The first set of jaws 
part and the jackhammer jaws punch clean through the Farmers torsos, 
knocking their spines through their chests.


EXT. VIRGINIA STREET – NORTH STAR - DAY

Sam and John split up.  The young commander gestures for the Terra Farmers 
and ten Special Forces Soldiers to split off in groups down the different 
streets.  Sam slams a fresh clip into his M-16 as the men break off.

Smoke hangs in the air on the windless day.  Soldiers and Aliens are 
silhouettes.  Sam hears something above him, already FIRING into the air 
as the Alien leaps from the roof for him.  The first one is dead before it 
hits the ground, but the second lands on its feet and strikes Sam with 
it’s tail.  He is thrown twenty yards and his gun goes flying.

It skittles down the asphalt.

The Alien bounds for him.  Sam rolls under a parked car.  The Alien 
snatches for him under the car, it’s jackhammer jaws punching inches from 
his face.  The creature rolls the car off him.  Sam scrambles to where his 
machine gun lies.  He grabs it up.  The Alien grabs him.  Sam jams the 
muzzle of the gun in the beasts armoured chest and BLOWS its guts out its 
back in an acid shower.

In wreathes of smoke, Sam hurries off down the street.


EXT. MCDONALDS – NORTH STAR – DAY

The golden arches in the grim light of day.  Aliens lurch around the 
brightly colored pre-fab building, their snouts rotating like tank 
turrets, searching for prey.

They bare their teeth at the sound of the motorcycles.

The TWO BIKER TERRA FARMERS ROAR their choppers through the parking lot.
They have their rifles and pistols at ready.  The first Alien in the 
middle of the lot.  Biker Farmer #1 drops down to third and picks up 
speed, drawing out his .44 Magnum and BLASTING the beast twice in the 
head.  It whirls, dropping as dies.  The second and third Aliens leap out.  
With a swipe of it’s tail the creature hits the second Biker Farmer and 
sends his bike and him bouncing over the parking lot.  The motorcycle 
EXPLODES in a ball of gasoline fire.
The Biker Farmer bruised and bloodied, rises to his feet, grabbing out his 
Magnum.  He straightens his arm and pulls the trigger but no more bullets.  
The Alien lunges for him.  The second Biker Farmer skids his motorcycle in 
a hard huey and speeds straight for the Alien.  The creature whirls, it’s 
piledriver jaws opening.  The motorcycle leaps ten feet through the air.  
The Biker hauls out his shotgun and with one arm BLOWS the Aliens head off 
it’s shoulders.  The Biker lands hard on the back wheels of his 
motorcycle.  He leans down to grab his fallen friend, heaving him onto the 
back of the motorcycle and speeding out of there.


INT. A&P – DAY

John walks through the aisles of food with two Special Forces Soldiers.
TRACKING SHOT as they walk down the aisles of produce and canned goods.
John keeps his rifle at ready.  The Alien leaps at him from the frozen 
foods section.  John OPENS FIRE, splattering it spritzes of acid.

BIG HAL, one of the Green Berets, is a massively built man who hefts a 
huge Browning machine gun with a belt food and a rotating drum muzzle.  He 
holds the belts slung over his shoulder and wrapped around his biceps.
He turns to see three more Aliens stalking through the aisles by the big 
glass windows to the parking lot.

The big man hoists his Browning.  The cartridge belts looped over his 
shoulder whirl and drum of his machine gun SPITS bullets at the three 
Aliens.  The tall windows crystallize and collapse as the three Aliens are 
blown clean off their feet back through them.  The flying acid hits the 
cash registers and melts them down.  The Special Forces man doesn’t see 
the fourth Alien step out form behind the tall piles of soda.  The Special 
Forces man whirls.  He is caught by the throat by the Alien who lifts him 
off his feet.  Big Hal pulls out his serrated combat knife and stabs the 
monster in the face.  The spray of acid hits him in the face, burning his 
skin off, his features falling off his skull like wet rags.  They both 
fall dead.

John grabs the other Special Force men and they get on out of there.


EXT. TOWN HALL – NORTH STAR – DAY


The three dozen Terra Farmers keep their weapons at ready.  They HEAR the 
GUNFIRE and EXPLOSIONS and SCREAMS from all around the small town.  Real 
fear on their faces.


INT. TOWN HALL – NORTH STAR – DAY

The women and children huddle in raw terror, faces stained with 
perspiration and tears.  THE CAMERA TRACKS past the faces as they react to 
the MUFFLED SOUNDS of BATTLE outside.


EXT. TOWN HALL – NORTH STAR – DAY

The humans have been driven back.  Sam, John, The Terra Farmers and the 
Special Forces come running from the different streets.  They take 
position in front and on the sides of the Town Hall building.  They 
hastily reload their weapons, slamming in fresh clips and shoving 
cartridges and shells into the breeches.  Sam throws a sweaty glance to 
John.

				SAM
		I think this is it.

				JOHN
		Oh lord, I pray we can hold them off.

				SAM
		Maybe we should save a few for the rest 
of us, rather then let them kill them.

				JOHN
		We’re not gong to die.  Goddammit, we’re not going to.

Up Main Street comes the Alien horde.

				SAM
		They have a different idea, but fuck ‘em.

Briggs runs away from the fortification by the Town Hall.  He is SPRAYING 
FIRE from his Carbine.

				SAM
		BRIGGS!!!

The Bartender makes it to the cab of a huge eighteen wheeler truck sitting 
on the street.  He has two grenades in his jacket.  He bites out the pin 
of one of them and heaves it at the onrushing Aliens.  An earth-shaking 
EXPLOSON and Aliens fly everywhere.  Briggs heaves himself into the cab.


INT. CAB – EIGHTEEN WHEELER – DAY

They keys are in it.

Briggs turns them in the ignition.  He shifts the multiple gears and with 
a grenade in his other hand, he steers out into the street.


EXT. MAIN STREET – NORTH STAR – DAY

The huge truck goes battering at top speed into the walls of advancing 
Aliens.  They are smashed like flies on the windshield against the front 
grill and bumper.  Acid burns away large areas of the front of the truck, 
tires exploding.  The big tractor trailer flattens ten creatures as it 
skids down the street on the brunt away rims of it’s wheels, showing 
sparks.  One Alien is splattered as it leaps against the front of the 
truck.  It shatters the windshield and glass and acid fly inside.


INT. CAB – EIGHTEEN WHEELER – DAY

Briggs screams his lungs out as his right arm and shoulder are splashed 
with acid blood and his bicep and forearm melt off the bone like wax from 
a candle.  His partially melted hand holding the grenade rests in a blood 
and flesh soup in a puddle on the seat.  His eyes rolling up in their 
sockets, Briggs steers the truck through the advancing Aliens.


EXT. MAIN STREET – NORTH STAR – DAY

The tractor trailer cab lurches sideways, taking down a few more of the 
final twenty creatures.  Fifteen others scream in insectile, skeletal rage 
and stagger after the receding truck.
There is a gas station...


INT. CAB – EIGHTEEN WHEELER – DAY

Briggs is spitting up blood.  His eyes hardly focus as he steers with one 
hand, the raw, melted stump of his right arm resting against the seat.  
He drives the big truck straight at the Knox gas station.


EXT. KNOX GAS STATION – MAIN STREET – DAY

The big eighteen wheeler is pursued by fifteen Aliens down the street.  
The truck crashes through the gas pumps in an raging geyser of Super 
Unleaded the Regular.  It piles into the office, disintegrating the 
windows, and comes to a dead stop.

The Aliens are over the truck like a rash.


INT. MACK TRUCK – DAY

Briggs is doused in a splashing rain of gasoline that soaks the truck and 
fifteen Aliens that are breaking into the cab.  He reaches onto the seat 
beside him and picks up the grenade.  He bites the pin out as the nearest 
creature tears the right side of his face away.


EXT. KNOX GAS STATION – MAIN STREET – DAY

The grenade explodes.  The gas station is engulfed in a fireball half a 
block wide as the pumps and the office and the truck go up.  Amid the 
boiling, billowing clouds of orange fire, the insectile, skeletal 
silhouettes of the incinerated Aliens toast and crisp, their SCREAMS 
filling the air.


EXT. TOWN HALL – NORTH STAR - DAY

Sam and John and the Terra Farmers bear down and raise their rifles on the 
last three Aliens charging the Town Hall.

The SHOTS are short.

The Aliens lie dead.

The smoke hangs in the air.  Sam slowly rises to his feet.  John rises to 
his.  The Terra Farmers gets up and wipe and sweat and grime from their 
faces.  They all look at each other.  The smiles are small.  The losses 
have been severe.

The town is in a shambles.  Smoke and fires billow from twenty different 
places.  Bodies both human and Alien are everywhere.  The town has been 
flattened.

John Smith stares out and starts to cry.
				JOHN
		It’s all gone.

Sam ejects the empty, smoking clip from his weapon.

				SAM
		We’re still alive.

				JOHN
		Not all of us...Not all of us...

The father walks off, hunched, broken, sobbing quietly, down the remains 
of what was once Main Street.  Sam watches him go.  He turns away, a 
harness in his eyes.  The Terra Farmers throw open the doors to the town 
hall.  The women and children slowly come out.  The Farmers hug their 
families.  Their families hug them back.  Mary, Karen, and John Jr. walk 
out into the open air.  Sam walks over and wearily puts his arms around 
them.

WE PULL BACK to reveal:  North Star, Small Town U.S.A. in space, now gone.


										DISSOLVE TO:


INT. RADIO ROOM – TOWN HALL – NORTH STAR – DAY

The fifty townspeople crowed in the back room of the down hoe hardware 
store.  It is pretty highly technological, with a huge radio relay setup 
with its own energy pack.  John Smith sits behind the microphone, 
operating the controls.  
STATIC SQUELCH.

				JOHN V.O.
		...Repeat, this is Mayday.  Mayday.  
This is the Sulaco space station radioing 
out to any units on the outer perimeter...

The satellite dish is out back.  The family huddles.  John Smith is 
speaking into the microphone of a huge radio transmitter.

				JOHN
		This is Mayday

Sam sits down by his father.

				JOHN
		This is Mayday.

				SAM
		Nothing.



				JOHN
		The twenty fourth midline is 
a well traveled shipping route.  
They’ll be freighters or military 
transport ships on it pretty 
frequently.  We’ll get someone soon.

They sit by the radio

Suddenly...

				RADIO V.O.
		BBBzzzzzzzzzzztt.  We read you.
		RepeatBBBBZZZZZZZZzzzzzt.  We read 
you Sulaco space station.  This is 
the U.S. Army frigate Omaha.  Come back.

They all cheer.  John gets on the microphone.

				JOHN
		This is General John Smith.  
We have had an emergency on the 
station and our life support system 
is totally disabled.  We require 
full and complete evacuation of 
the ship.  We request that the 
Army send a cruiser to help us 
evacuate.  Over.

				RADIO V.O.
		Roger.  Request location space 
station.  Over.

				JOHN
		We’re on the outer perimeter.  
24.  36.  52.  24.

				RADIO V.O.
		Read you.  We will alter course 
and pick you up.  We are two days 
from the twenty fourth midway.  
Expect us to reach you within 
seventy two hours.  Are you alright?

John grins.

				JOHN
		I think we’ll be able to hold out 
until then.  Over and out.



				RADIO V.O.
		Over and out.

The radio goes dead.

John stands up and faces the crowd.

				JOHN
		The best thing for all of us to 
do now is just sit tight.  
We have on shuttle and a jet 
fighter on the ship.  I suggest we 
evacuate the women an children 
now on the shuttle.  We’ll set them 
on course for the frigate.  It is all 
we’ll have room for.  That decision 
will be up to the family members.  
Meanwhile, remain in town.  Rest.  
Wait for the ship to come pick 
us up.  We will be evacuating at 
the Dock number 4.  We’ll see you there.

Everybody begins to move out.

John, Sam, Mary, John Hr. enter another room.


INT. INFIRMARY – TOWN HALL – DAY

Lots of sickbeds.  Lots of victims.  Lots of surgical equipment and 
intravenous equipment all over the place.  The few DOCTORS and nurses seem 
woefully inadequate.  Amid the oxygen tents and the periodic sheets over 
the bodies, splattered with blood, there are the survivors.  There have 
been many wounded.

TRACKING SHOT with Sam, John, Karen and the little boy John Jr. as they 
walk past the sickbeds to where Mary lies, her relatively minor leg injury 
seemingly healing well.  She manages a smile to them.

				SAM
		How ya doin’ Ma?

Smiling tensely, Mary grips her sons hand.  John touches his wifes face.

				MARY
		We’re all alive.  I’m doing 
fine.  Just fine.

				JOHN
		I’ve sent out a Mayday.  The 
ship should have be here in two days.  
All we have to do is sit tight.

				MARY
		I-I’m not going to miss this place 
too much, I don’t think.

				SAM
		You should rest, Ma.  We’re going to 
go back to the house and pack up.  
We aren’t going to be able to take 
a lot of things.  Do you want anything 
special?

				MARY
		The pictures on the mantle.

				SAM
		Sure.

				MARY
		And the small chair.

				SAM
		That’ll be alright?

				MARY
		That’ll be fine.

				JOHN
		We’ll be home.

				MARY
		I’ll be here.

The Smith family walk out the door.  Mary shuts her eyes and goes to 
sleep, with real, sad sigh.


EXT. SHUTTLE SILO – NORTH STAR – DAY

Late in the day.

The hi-tech barn and heavily reinforced silo sitting in the middle of the 
wheat fields.  Thirty cars, station wagons, and pickup trucks are parked 
in the area.  Fifty people mill around as new cars pull up.  Families are 
embracing, hugging, and saying temporary farewells and the women and 
children are being loaded aboard the shuttle.


INT. SHUTTLE SILO – NORTH STAR – DAY

A large, missile shaped U.S. Army rocketship jet fins sits upright in the 
silo chamber.  The inside of the silo is charred and blackened from 
numerous launchings.  The Terra Farmers hug their wives and kids and help 
them through the door to the big spacecraft.


INT. SHUTTLECRAFT – DAY

Comfortable and roomy, with cushioned seats and windows.  The Terra Farmer 
wives buckle their children and themselves into the seats.  They all look 
tired and relieved to be off the space station.


EXT. SHUTTLE SILO – NORTH STAR – DAY

The men of the North Star stand by their cars and trucks in the wheat 
field.  The watch the silo begin to retract into the ground with a LOW 
RUMBLE.


INT. SHUTTLE SILO – NORTH STAR – DAY

The shuttle on a huge hydraulic system lowers under the ground.  It slowly 
drops sideways, the spacecraft now in position on the launching pad.  The 
jets SURGE in a rainshower of rocketfire.


EXT. SULACO SPACE STATION – SPACE

The space station, still only partially completed, floats through the 
void.  Out a port in the side, below the dome, SHOOTS the shuttlecraft.


EXT. SHUTTLE SILO – NORTH STAR – DAY

The Terra Farmers stand small and aloe on the field in space.  They wave 
at the little shuttlecraft as it flies across the sky, taking their 
families safely away.  The men get in their vehicles and drive off.  Dusk 
imminent.


EXT. SMITH FARM – DUSK

Twilight a low burn on the horizon.  The farmhouse and windmill quiet and 
still.  


INT. KITCHEN – SMITH HOUSE – DAWN

Sam, John, Karen, and Mark sit around the kitchen table.  Makeshift dinner 
is on the table, dishes on the stove.  The few things they are taking with 
them are packed up in boxes.  John sips his coffee as sunlight fades 
through the window curtains.

				JOHN
		Pass the sugar?

The SOUND of a MOSQUITO.

John slaps his leg.

				JOHN
		Missed.

John rubs his eyes.  He scratches his arm.  He scratches it again.  There 
seems to be a extrusion under his shirt.  Sam looks at his father.  John 
doesn’t look well.

				SAM
		Dad, you alright?

				JOHN
		Yes, yes I’m...fine.

				SAM
		You sure?

				KAREN
		Dad?
			
				SAM
		What’s wrong with your arm?

				JOHN
		I had a shot.

				SAM
		Yesterday in Sector “C”.  
		Dr. Rand gave it to you.
		What kind of shot?

John skin is turning rapidly clammy and grey.

				JOHN JR.
		Daddy, what’s wrong?

The father manages a smile for everybody.  He ruffles the little boys hair 
but there is worry in his eyes.  Sam doesn’t take his eyes off his old 
man.

				JOHN
		It’s been a long day.

Karen gets up.

				KAREN
		I’m going to say good by to Bessie.

				JOHN
		Okay.

The teenaged girl gets up and goes out the back door.


EXT. SMITH HOUSE – DUSK

Karen crosses the yard in the fading ember of daylight. She goes into the 
barn.


INT. BARN – SMITH FARM – DUSK

BESSIE, a large milking cow, dumbly chews its cud it the stall.  It’s tail 
swishes at bugs.  The teenaged girl walks over to it and hugs it.  Sadness 
in her eyes that she won’t see it anymore.


INT. KITCHEN – SMITH HOUSE – DUSK

Johns hand is shaking.  His fist closes on the coffee cup and it explodes 
in his hand, blood seeping.  Sam, his eyes wide in alarm, grabs his 
fathers wrist.

				SAM
		Dad what was in that shot?

				JOHN
		Sam you have to go.  You have to go and take you brother and 
sister and get out of here.

				SAM
		WHAT WAS IN THE SHOT THEY GAVE YOU?

				JOHN
		It was.

				SAM
		What?

John Smith is beginning to spasmodically jerk.  He holds onto the table.  
A small, thin drop of blood spills from one of his tear ducts.  Sam pulls 
his little brother to him.

				JOHN
		We’d b-been experimenting with 
the Alien.  Couldn’t t-train it.  
B-but we isolated it’s cell, i-it’s 
genetic code.  F-found that on the 
genetic level is was a purely predatory 
cell and t-thought if we could fuse 
it with a human D-DNA we could make 
a stronger, more resilient h-human.  
Sam, I didn’t want to test it on anyone.  
I tested it on myself.  S-Sam they 
put the Alien cells in m-me.  S-somethings 
happening to me you’ve got to get out 
you’ve ggggGGGGGGGGGGGOOOOOOOOOOOOEEET

				JOHN (Contd)
		OOOOOOUUUUUUTTTTTT!!!!

Blood pours out Johns eyes.  Under his skin, his bones are reshaping, his 
muscles straining, his skin becoming hard and slimy.  Sam grabs Mark, who 
is screaming and he reaches for his father. 

Johns head jerks back.  His mouth cracks open and the jackhammer, fanged 
jaws punch out his mouth, taking his real teeth with them in sprays of 
bloody gums as the Alien jaws snap an inch from Sams fingers.

Sams face is a mask of terror as he backs up with his brother as blood 
like a firehose fills the kitchen.  The spine breaks out of John Smiths 
back, rupturing through his clothes and growing ten feet into a huge, 
armoured plates.  Johns head, newly reforming a half-human, half Alien 
hybrid rips off his neck as his new spine realters his anatomy.  Two new, 
triple jointed, armoured arms rip through the sides of his torso, multi 
clawed.  Johns human arms remain attached to his shoulders as they clench 
into fists in the throws of unimaginable agony.  Blood and Alien slime 
explodes across the floor and ceiling.  

Sam is speechless, staring on as the Alien Human thing that was his father 
squeezes against the ceiling, fully fifteen feet in height, it’s clothes 
hanging from it skeletal, dripping frame.  Something raw and human seethes 
n it’s blue, tortured eyes as it’s fanged, pincer lips breath a whisper.

				JOHN
		G-get out.


EXT. BARN – SMITH FARM – DUSK

The barn.  The pens.  The farmhouse.  The SOUND of a MOSQUITO.  But a 
bigger, meaner type.  It echoes eerily around the barn.


INT. BARN – DUSK

The cow sits in it’s stall.  It’s tail swipes at the mosquito and the 
mosquito flies off.  Karen walks into the barn with her pail.  She sits by 
the cow, near it’s udders.  She wipes her hands and grabs ahold of two 
udders.

The udder squirts acid.

The acid sizzles through the bottom of the bucket.  Karen looks up as the 
cow turns it’s head towards her.  It opens it’s mouth and a strange set of 
piledriver, fanged, jackhammer jaws snap at the girls chest.  She falls 
back as the animal emits an Alien, insectile mooo.  Legs burst out the 
side of it’s ribbed cage as it’s spine jerks and splits in showers of 
blood and acid.  IT rears up on six legs, moving towards Karen as she 
clambers to her feet and runs screaming hysterically out of there.  The 
teenaged girl slams closed to door the barn.  The Alien Cow hurls itself 
against the door again and again.


EXT. SMITH FARM – DUSK

Karen runs screaming across the field as Sam runs out of the house with 
John Jr.  He grabs his sister.  The Alien Cow battering rams the door, 
smashing through it in a shower of boards.  It gallops across the field 
towards Sam, Karen, and Mark.  Sam heaves his siblings into the pickup 
truck.  He turns the the engine and step son the gas, ripping out of the 
driveway onto the main road with the Alien Cow charging after it.


INT. PICKUP TRUCK – DUSK

Peeling out of the farm, losing the Alien Cow...

Sam steers, speeding down the road.  Karen is sobbing hysterically.

				SAM
		Calm down.

				KAREN
		Where’s Daddy?

				SAM
		He’s not Daddy anymore.

				KAREN
		Oh my God.

				JOHN JR.
		What are we going to do?

				SAM
		We’re going to get help.

Sam looks at his sister and his brother as the two suns drops below the 
horizon and the space station terrain is plunged in night.


EXT. CATTLE PEN SMITH FARM – NIGHT

The half human/half Alien John Smith, all fifteen, mutated feet of him, 
staggers around to the pen where the cattle are stored.  The cows moo and 
low, backing away from the monster.  The beast opens it’s distorted mouth 
and the puncher jaws come out, splattering into the back of one of the 
cattle...


EXT. FARMLANDS – NIGHT

BBBBBZZZZZZZZZZZZZZZZZZZZZ.  What sounds like a quadraphonic chainsaw 
flies over the area.


EXT. ALIEN MOSQUITO – NIGHT

The insect is reforming as it flies, becoming half Alien, half Mosquito.  
It’s stinger is like a hacksaw, it’s armoured, shingled body with is 
plated wings resembling a miniaturized F-14 jet fighter.

It spots a Rooster down below on a fence.


EXT. FENCE – NORTH STAR – NIGHT

The Rooster doesn’t see the Alien Mosquito until the piledriver stinger in 
plunged through its feathers.  The Alien Mosquito latches it’s armoured 
hooks into the poor bird, sucking out a lot of it’s blood, then yanking 
out it’s dripping stinger and flying off.

The Rooster shivers, erupts.  Feathers become scales.  It’s beak becomes a 
fanged trap as it staggers off the fence.  The Alien Rooster then tries to 
fly, but it resembles more a Pterodactyl now and it is too heavy and 
anatomically awkward.

It crashlands into a body of weather.  SPELASHING, struggling, it slowly 
sinks below the surface.

THE CAMERA PULLS BACK to reveal a sign next tot he big water pool.  It 
reads, “North Star Reservoir.  No swimming.”


INT. TOWN HALL INFIRMARY – NORTH STAR – NIGHT

A large pitcher is filled with water from the faucet.

The NURSE hoists the pitchers and moves through the medical area.  The 
CAMERA MOVES with her as she pours a glass of this patient and that, in 
the different beds, handing a glass of water to...Mary Smith, who wearily 
shakes her head.

The Nurse moves on, pouring glasses to water to nearly all the rest of the 
thirsty, perspiring Terra Farmers who fill the area.  Other Nurses are 
pouring other pitchers of fresh, clean water.


EXT. AILEN MOSQUITO – NIGHT

Tearing through the night skies at Mach 10.  More cows far below in 
another farm in a pen.  The half insect, half Alien adjusts its armoured 
wings and plunges...


EXT. PICKUP TRUCK – NIGHT

Sam has the pedal to the metal.  He pulls on the headlights button.  His 
brother and sister huddle in the backseat as they plow through the night 
for the dying fires of North Star in the distance.
Then in the headlights...


EXT. MAIN ROAD – NORTH STAR – NIGHT

THREE ALIEN CATTLE.  Blocking the road.  Six legged monstrosities with 
double sets of mettalicy jackhammer jaws ripping through their snouts and 
armoured, triple jointed legs town out of their hooves and sides.  The 
skin and muscle f their old flesh hangs in blood-slimed rags, like birth 
debris.

The three alien Cattle see the onrushing pickup and low and moo in an 
eerily unearthly sound.  They gallop straight for the truck, their jaws 
chopping and punching the air, trailing saliva.


INT. PICKUP – NIGHT

Sam levels his rifle out the drivers window.  He triggers the rocket 
launcher.  Explosions of sparks and white fire as the launcher releases 
its missile at the Alien Cattle galloping for the truck.


EXT. MAIN ROAD – NORTH STAR – NIGHT

The rocket speeds from the pickup.  It hits the first creature between the 
eyes.  THUNDEROUS EPXLOSION as the animal burst into flame and showers of 
acid blood.  Silhouetted in the napalm fire, they stop and pound the 
ground with their hooves, their ALIEN CRIES totally chilling.

ROAR of the PICKUP ENGIN.  Sam drives his truck right into the beasts.  
They explode an impact in meaty, armoured shower of debris.  The beslimed 
truck hurtles off down the road.


INT. PICKUP – NIGHT

Sam stares straight ahead through the windshield as he jams the gas and 
speeds the pickup into the North Star city limits.


EXT. NORTH STAR – NIGHT

The smoldering ruins of Smalltown, U.S.A. in space.

Then the explosions start...

The ground begins to erupt in ripping explosions that tear the skin off 
the streets.  Though this drives the small, outmanned pickup truck.  The 
McDonalds disintegrates in a minor mushroom cloud.  The Woolworth starts 
to sink beneath the ground, crumpling like an accordion.  The A&P caves 
in, being sucked below the skin of the small town as the strange and 
unholy glow begins to shine from the bowels of the space station in the 
cracks in the streets.
We can start to see the beams and girders that frame the endoskeleton of 
North Star beneath the fissures in the asphalt streets that the pickup 
speed through.  Water mails burst, geysering huge floods of water in a 
hundred different place. Gas mains EXPLODE in awful clouds of fire.  
Through the mayhem drives Sam and his brother and sister.


INT. PICKUP – NIGHT

Sam, Karen, and John Jr. stare in horror, and not a little wonder, at 
their surroundings.  Sam screams over the NOISE to his siblings.

				SAM
		WE GOTTA GET MOM AND GET OFF THIS 
SPACE STATION!!!  WE GOTTA GET ON 
THE JET FIGHTER AND GET OFF THIS 
PLACE IS GOING TO GO UP!!!

The huge, wide eyes of his brother sister show they give him no argument 
as Sam whirls the steering wheel, speeding around a corner.  He slams on 
the brakes.  They see her.


EXT. WYOMING STREET – NORTH STAR – NIGHT

The lone silhouette of a woman, backlit by gas fires and spraying water, 
running for her life through the sinking buildings...Mary Smith.

				MARY
		SSSAAAAAAAMMMMMM!!!!

				SAM
		MMMMMOOOOOOMMMMMM!!!!
		OVER HEEEERE!!!

Sam skids the pickup truck around and SCREECHES through the quaking street 
for her.  The hardware store topples in a pile of bricks where the truck 
was seconds before.


INT. PICKUP – NORTH STAR – NIGHT

Mom runs up to the truck.  Her children hug her and help her in.  Her face 
is frozen in a silent, speechless scream, her eyes wide.

				SAM
		Mom what is it?

She can’t mouth the words to describe what she has seen. Sam shakes her.  
They are all lit by the glow of the fires.

Then a shadow falls over them.  They slowly turn their heads.

It fills an entire block.


EXT. MAIN STREET – NORTH STAR – NIGHT

Fifty humans have been turned into an Alien Thing.  They have fused 
together into one...thing.  It is a two story, moving, murderous ass of 
armour and flesh, eyeballs, and tongues, screaming mouths and jackhammer 
jaws in a huge, anamorphous blob of arms, legs, talons, hooks, snouts, and 
teeth.  There are the teeth...

The Alien Human Thing is advancing down the block.


INT. PICKUP – NORTH STAR – NIGHT

Sam doesn’t register any emotion.
	
				SAM
		Fuck this.

He stomps on the gas.


EXT. MAIN STREET – NORTH STAR – NIGHT

The truck speeds out of the North Star city limits as the town drops below 
the ground into the depths of the space station.

The roadsign reading “North Star.  Pop. 251.” Sinks beneath the ground.


INT. PICKUP – MAIN ROAD – NIGHT

The Smith family huddles in the truck as it thunders across the farmlands.
Sam hugs his mother, who is weeping.

				MARY
		YOUR FATHER?!!!

Sam looks at her and slowly shakes his head, hugging her tighter.  ROARING 
fills the air, SOUNDS of SPLITTING STEEL and TORTURED METALWORK.

				SAM
		WE HAVE TO GET TO THE SHIP!!!
		THIS WHOLE PLACE IS GOING TO
		GO UP!!!  THERE’S THAT ONE SHUTTLE
		OUT ON THE EDGE OF TOWN!!!

They all huddle and stare in absolute terror at what is around them.


EXT. FARMLANDS – NIGHT

The little truck jounces through a startling landscape...The skin is 
peeling off North Star.  The farmlands and hills are burning away, 
revealing the metal endoskeleton of the space station that lies beneath, 
charred and blackened beneath the smoldering skin of the farmlands.  The 
small pickup speeds across a road that is sizzling off the huge steel 
girder structure of the Sulaco station.  Below the beams can be seen the 
full fifty stories of the space station, dropping away into the hellish 
infinity.  The whole frame work is shaking and shifting, the beams ripping 
loose and dropping miles down into the bowels of the ship.  Great fires 
burn fifty stories down.  Boiling, billowing clouds of fire and debris are 
surging upwards from the bottom of the space station.


INT. PICKUP – NIGHT

Sam, Mary, Karen and John hold onto each other for dear life as their tiny 
truck is rocked and heaved back an forth on its terrifying journey across 
the disintegrating space station.  Flashes explode across their faces.  
They stare out through the windshield as titanic steel girders come 
erupting through the roasting farmlands, like claws.  Sam steers 
frantically.


EXT. BEAM – FARMLANDS – NIGHT

The pickup truck lurches in the red fuscia glow from the underground.  The 
road the truck is traveling on has burnt off.  The vehicle rides across a 
mechanoid framework of a bridge fifty stories above the blazing wreckage 
of the military installations, heating and water units, and offices below.  
The girder is shaking violently back and forth as the beams re becoming 
dislodged.  The pickup tools treacherously across it, skidding sideways.  
Beams and sections of the farmlands endoskeletal structure are dropping 
off into the abyss.


INT. PICKUP – BEAM – FARMLANDS – NIGHT

Sam feels the truck begin to drop as the beam below the wheels tears free.

				SAM
		HHHHHAAAAANNNNNGGG OOOONNNN!!!

He jams the gas and jumps the truck.


EXT. FARMLANDS – NIGHT

The tiny, fuscia bathed pickup leaps off the beam.  It becomes airborne 
over the fifty story drop into the guts of the ship as the girder falls 
into the fires and explosions.  The truck wheels spin in dead air.  It’s 
front tires land on another steel support section a hundred yards away.  
The truck starts to skid backwards on the red hot metal.
INT. PICKUP – NIGHT

Sam grits his teeth and floors the gas pedal.  His family screams.


EXT. STEEL SUPPORT STRUCTURE – FARMLANDS – NIGHT

The truck just barely gains traction on the swaying support structure.  
It roars off across it.

A half mile away...

The shuttle silo, shifting and swaying.  The spacecraft is cast in the 
boiling glow of the fiery hell.  Sam and his family race the pickup across 
an erector set nightmare of space station steel mechanoid structural 
beams.  The farmlands have now entirely burnt off and there is nothing but 
the rapidly collapsing space station.  

The truck makes it to a three hundred yards away from the silo.

Then it stops.


INT. PICKUP – STEEL SUPPORT STURCTURE – NIGHT

Sweating and flushed from the scalding heat, Sam throws on the emergency 
brake and turns off the engine.  He throws open the side doors and screams 
to his family.

				SAM
		WE’RE OUTA HERE!!!

They squeeze out of the vehicle and the ground shifts beneath them.


EXT. STEEL SUPPORT STRUCTURE – NIGHT

He metal below their feet is moving.  Sam helps Mary, Karen, and Mark onto 
the next section of girder.  They try not to look at the fifty story drop 
into staccato explosions and upsurging debris.  Suddenly, the girder they 
were on pulls free, dumping the pickup into oblivion as it topples loose.  
In the huge shake, Mark slips off the beam.  He falls.  Sam grabs his hand 
just in time, but he is pulled off too.  Hanging on with one hand to the 
shivering, swaying girder, he clings to his brother with his other hand.  
Weeping in terror and stress, his mother and sister make their way on all 
fours across the beam to where Sam hangs on by all his fingers.

They get to him.

He drops.


They grab his arm and heave him back onto the beam, all of them bathed in 
the red fuscia light an the skin peeling heat.

The four sole survivors of the space station Sulaco walk the final feet to 
the silo.  They are at the door to the silo and spaceship.

John Smith steps out from behind the silo.

Marys and Karens eyes pop out of their heads and his fifteen foot half 
man, half Alien apparition, but hey only stare.  Sam faces him, gazing up 
at the mutation that blocks their way in to the silo.  John rears high 
above them, his four armoured arms reaching for them, his jackhammer jaws 
punching in and out of the ragged wound that was his human mouth.  His 
eyes alone remain fully human.  They swell with emotion, then they turn 
murderous and Alien, then the emotion returns as his human nature fights 
his Alien nature.

Sam stands in front of his brother, sister, and mother, He shakes his head 
at John.

				SAM
		DDDDDAAAAAAADDDDDD!!!!
		LET US BY!!!  WE’LL DIIIEEEE!!!

The distorted, slimed, reconfigured face of his father shifts above the 
arm our plated spine that juts out of his angled back.  Blood drips form 
the torn ruin of this throat.  His eyes regard them.  They are all perched 
on the ledge of the steel support structure, the space station turning in 
on itself fifty stories down.  Huge fulgurations of fire surge up from the 
bottom of the ship.

				SAM
		DDDDAAAAAAADDDD!!!!
		WE HAVE TO GO NOW!!!!

John Smith, the hair on his domed forehead singing off, regards them.

CCCCRRRREEEEEEEEEEEAAAAAAAAAKKKKKKKKKK!!!!!  An ear-splitting sound of 
tortured steel.  The silo shears off from it’s foundation, dropping a 
thirty feet.  
It hangs suspended, the spaceship resting precariously above the bottom of 
the space station, all fire and explosions.  The launching ad has been 
crushed, and the shuttlecraft no longer has its escape hatch.  The Smith 
family cannot reach it now.

				SAM
		NNNNNNNNNOOOOOOOOOOOOOOOO!!!!!

It is thirty feet from them, below.

A human tear spills from John Smiths eye.  He reaches out and picks up Sam 
with one hand.  He lifts him off his feet.  With the full extension of his 
human Alien anatomy, John reaches across the open expanse between the 
support structure and the silo, and sets Sam down by the spacecraft.

His son watches in stunned amazement as John Smith, with the last drops of 
humanity in him, helps first his wife, then his daughter across to the 
silo.  He reaches out his hand and picks up Mark.  The little boys face is 
soaked with tears.  Real tears pour from John Smiths face as he holds the 
child near his mutated features.  He looks at him one last time, then 
places him down with the rest of his family.

				JOHN SMITH
		S-sssssssssss-sorry.

A sudden violent shudder in the space station.  The silo slips again as 
the station endoskeleton is violently rocked.  John Smith is separated 
from his family, stuck on the steel support section.  Sam, Mary, Karen, 
and Mark gives him an emotion racked final wave, then desperately clamber 
into the silo.


INT. SILO – NIGHT

The spaceship.

Sam helps his family into the craft as the seams split in the silo.


INT. SHUTTLECRAFT – NIGHT

They all buckle into the seats.  Sam swiftly, skillfully mans the 
controls.  The MUFFLED SOUNDS of the EXPLODING SPACE STATIN outside the 
ship.  He looks at his mother, sister, and brother.

				SAM
		This son of a bitch came off the 
launching pad.  I’m gonna have to fly 
it through the dome.  Hang on because 
this is going to be rough.

He throws some switches.  The dashboard lights up.  He flicks some 
overhead toggles.  The ENGINE begins to ROAR.  They are flung back in 
their seats as the spaceship surges forwards.


INT. SULACO SPACE STATION – NIGHT

The spaceship lifts off out of the silo in an explosion of jetfire, 
steering through the falling beams and girders.  It heaves upwards at 
three hundred MPH for the ten mile wide, five mile high clear dome that 
covers North Star.

The ship breaks through it in a monumental shattering of glass as the 
whole dome crystallizes.


INT. SHUTTLECRAFT

They are terribly jolted as the spaceship hits the glass.


EXT. SULACO SPACE STATION – SPACE

The small shuttlecraft EXPLODES through the dome in a spectacular 
combustion of glass.

It soars out into the stars.


INT. SULACO SPACE STATION – NIGHT

The space station beams, girders, machinery upheave through the giant hole 
in the dome, sucked out into space.  John Smith hangs onto the steel 
support structure, his face and body whipped in the torrential winds as 
the pressure inside the ship adjust to the vacuum of space.

He looks out across the burning ruins of the endoskeleton and he sees the 
Alien Thing, the mass of fifty people, is now meshed with Alien Cattle and 
Alien Horses and many kinds of Alien Animals.  And more...It is melding to 
the steel beams and girders of the space station, all becoming one, 
living, moving, absorbing Alien.

John Smith feels himself pulled, and he knows he will become part of it, 
too.


EXT. SHUTTLECRAFT – SPACE

The small escape craft blasts into the starscape in a surging burst of 
turbo jet.  Behind it the Sulaco space station falls further and further 
back.

But something is happening....

The space station is reforming, metal and Alien and human flesh are fusing 
and reconstructing into a living biomechanoid blob, like a ten mile wide 
octopus as it’s beams and girders burst through the sides of the space 
station like gigantic tentacles of steel and slimy black armour and flesh.  
The Alien thing floats in space...

The spaceship rockets tens of miles into the stars.  Soon it is a pinpoint 
speck of light.


INT. SHUTTLECRAFT – SPACE

The Smith family stand by the hypersleep chambers.  Sam helps his little 
brother Mark into his freezer.


				SAM
		When you wake up we’ll be there, 
little buddy.

				MARK
		See you.
	
Sam closes the freezer windshield.  He stands next to his mother an sister 
as they climb into their chambers.

				SAM
		In you go.

				MARY
		Is everything going to be okay?

				SAM
		This rescue ship got called ten hours 
ago.  They’ll be in this sector in the 
next twenty four.  We just need to 
rest, and wait for them to pick us up.

				KAREN
		See you Sam.

He kisses his mother.  He pushes closed their hypersleep chamber 
windshields.  She smiles at him.  Her freezer window closes.  Sam walks 
over to the controls of the ship.  He lights a cigarette and punches a few 
buttons, flipping a few toggles.  He starts the tape recorder and puts the 
microphone to his lips.

				SAM
		This is the space shuttle Sulaco.  
We are the sole survivors of the 
space station.  We are Captain 
Sam Smith, U.S. Air Force.  Mary 
Smith, my mother.  Karen Smith, my 
sister, and John smith Jr. my brother.  
We are flying out of the 29th Sector and 
are headed for the twenty fourth midway.  
The Rescue ship we radioed for should find 
us within the day.  Over and out.

Sam puts down the mike.  The small interior of the shuttle craft is dark 
and quiet.  Starlight glints faintly off the banks of computer consols and 
overhead electronic gridwork.  Stubbing his cigarette, he returns to his 
freezer and climbs down into it.  He shuts his eye and presses the button.  
The windshield slowly closes with a quiet HUM.

In the darkness, something moves.

In the silence, everything is moving.

The computer consols are breathing.  They begin to bleed black much.  The 
grids and beams of the roof start to bend and CREAK fleshily.  They reform 
into armoured scales.  The floor puckers and turns into biomechanical 
mouths.  The jet fighter is becoming alive, and begins to snarl.


INT. SAMS FREEZER – SHUTTLECRAFT

Sam opens his eyes.  He hears something.  He sees through the tinted glass 
something moving and mechanically churning in the darkened roof overhead.  
SPLAT.  SPLAT.  SPLAT.  Mechanoid, bloody much drips on the glass.  The 
blood begins to walk like a hundred tiny spiders.  Sam screams and pushes 
the buttons to open his hypersleep chamber.  The pads of his seat begin to 
move and the metal sides of the freezer begin to move, closing over him.

SLOW MOTION:  Screaming his lungs out, and using all his strength, Sam 
smashes upper body through the glass windshield in an eruption of glass, 
breaking out.


INT. SHUTTLECRAFT

Sam lands on the floor.  The metal is ripping open in sharp, armored 
mouths and the floor tries to bit him.  A beam breaks off of the ceiling 
and tries to grab him like a tentacle.  The electrical systems are 
shorting out and electrical flashes illuminate the unimaginable horror of 
the shuttlecraft in bluish, cracking bolts of tesla coil lightning.

Sam swings his fists, smashing the glass windshield of the hypersleep 
chambers.  He hauls his mother, his sister, and his brother out of the 
freezers as the hypersleep chambers turn into sharp, glass edged metal 
jaws snapping at its human prey.  He pulls them out on the floor.

One of the hypersleep vaults snaps like a bear trap on his right arm, 
severing the synthetic limb at the elbow.  Sam falls back holding the 
broken hydraulics and pneumatic tubing of his artificial stump.

Karen is screaming and screaming.  Mark’s eyes are wide with terror.  Mary 
alone keeps her head.

				SAM
		GET IN THE SPACESUITS!  WE’RE 
GETTING OUT OF HERE!

Mary pulls her children towards the rack with the hanging spacesuits.  The 
walls erupt like festering armour, explosions of blackish much splattering 
them all.  The computer banks breath and bend.  Sam grabs a rifle off the 
wall.  He aims it at the computer command center on the wall and fires a 
grenade into it.  The computer consols explode in showers of sparks and 
biomechanical debris.  The shuttlecraft screams and shivers.  It’s been 
wounded.

Mary helps her children into the suits, screwing the helmets on them.  
Their faces are white with terror through the helmet visors.  Sam rushes 
to the spacesuits and starts to put his on.

The beams and girders on the ceiling are pulling free like an Alien 
ribcage.  The ship is reforming like the lining of a stomach.  Sam and his 
family are all in their spacesuits now.  They all look through the 
windshield.

Through it, they see the space station.  Like an anamorphous blob of 
tentacles and huge armoured mouths made of metal and flesh, fully ten 
miles wide, it is getting closer.


EXT. SULACO SPACE STATION/SHUTTLECRAFT – SPACE

The space station opens like a fantastically huge mouth.  It is sucking 
the shuttlecraft back towards it, trying to reclaim part of its self.


INT. SHUTTLECRAFT

Sam sees the space station growing closer through the windshield.  He hugs 
his family to him with one arm and one arms the shotgun grenade launcher 
with the other, BLASTING pieces off the biomechanical shuttlecraft as he 
moves them towards the hatch.  Sam punches a series of buttons.  Sam 
stares straight ahead through the windshield.  He sees the five mile wide 
gaping maw of the unimaginable space monster straight ahead as their ship 
is sucked towards it.  He throws one switch.


EXT. BOMB BAY DOORS – SHUTTLECRAFT – SPACE

The doors open.  

Four legs extend armed with full size nuclear missiles.


INT. SHUTTLECRAFT

Sam hits a few more switches.
The space station fills the windshield.


EXT. JETS – SHUTTLECRAFT – SPACE

The jets blast on in an explosion of fire.  The shuttle with its warheads 
underneath rockets with jet power for the space station.


INT. SHUTTELCRAFT

Sam hits the last switch.
The spacehatch explodes open.  The inside of the space shuttle becomes a 
vacuum and a huge windstorm rips through the ship.  Sam and his family in 
their spacesuits are jettisoned from the shuttle in a hurricane force 
windstorm, taking pieces of the shuttlecrafts biomechanical innards with 
it.


EXT. SPACE

Holding onto each other, the four spacesuited figures spin and summersault 
through space as the shuttlecraft rockets off straight for the space 
station.


EXT. SHUTTLECRAFT/SULACO SPACE STATION – SPACE

The shuttle fires it’s four nuclear missiles into the mouth of the space 
station.  The tiny ship follows its streaking missiles into the mouth

There is daylight in space.


EXT. SPACE

The four spacesuited figures see the boiling, billowing mushroom cloud in 
space.  The space station seems to scream as it is engulfed in the 
expanding, white hot conflagration.  Sam, Mary, Karen, and Mark are spun 
miles and miles into space in the shockwave.  They feel the heat.

Sam has his eyes hut, expecting incineration.  Then the rumble fades and 
he opens his eyes.  Their spacesuits are charred, but the nuclear 
explosion has passed and there is nothing but black emptiness and stars.

Four spacesuited figures float in the middle reaches of space.

They float.

The ??????? see the white star insignia of the U.S. Army rescue ship.  Sam 
hugs his family to him turning their helmeted heads to see it.  The rescue 
ship turns on a spotlight and shines it.  They are caught in the beam.

The four space suits hang, floating, as the rescue ship starts for them.

FADE OUT.





						The End