ANDROID ARMY
by William C. Martell


    
 


         INT. CARNUBIUM MINE -- DAY

         A pick axe SLAMS into solid rock, breaking off a chunk.

         The prisoner lowers his axe and wipes sweat from his brow.

         Muscled arms with metal bracelets on each wrist, a trim body,
         alien face partially covered by the nose piece from a
         rebreather tank.  MERRITT is a hip alien with a sarcastic
         wit and a kick-back attitude.

         A camera mounted in the mine stops panning on Merritt.


         MONITOR SCREEN

         Merritt leans against his pick axe.

         A column on the right gives us a mug shot and data:         
         Name: Merritt.  Race: Smov.  Sentence: 25 years.               
         Crime: Hijacked 14 transport ships.                     
         Note: Problem prisoner.  Poor attitude. Disciplined 37 times.

         A GUARD'S FINGER touches a button on the screen.

         Zap! Sparks fly from the metal bracelets on Merritt's wrists.

                               MERRITT
                   I was trying to sleep!

         When Merritt goes back to work, the camera pans away from
         him, picking up other PRISONERS.

         THREE TYPES OF PRISONERS work the mine:

         1) Aliens like Merritt.                                          
         2) Humans like PRATT (Sentence: life. Crime: Murder - 3
         counts) with a weight lifter's body and a really bad attitude.    
         3) But more than half the prisoners are Androids like:

         RALPH 124C41, Android leader. Huge, mean, a hot-riveter for
         a left hand, mag-gravity boots. (Sentence: life. Crime: Murder
         of Humans - 37 counts). He slams his axe into the rock.

         SMITH EE17, wiry, with pincher claw hands and a 360' turning
         torso. (Sentence: life. Crime: Murder of Humans - 18 counts).

         COBLENTZ HL2000, whose body is criss-crossed with baseball-
         like seams where he's been sewn together after knife fights. 
         His left hand is a metal screw gun - now disconnected. 
         (Sentence: life. Crime: Murder of Humans - 13 counts).
                                                                      2.


         Other Androids (all sentenced to life for Murder of Humans):

         DELREY 2525 with welding torch left hand (disconnected).       
         AEVOGT 1117 with forklift hands (operational).                   
         SILVERBORG 070 with shrink-wrap dispenser left hand (disc). 
         LEINHEIN DD38 with a trouser-press chest appliance (disc).    
         GUTENVON IC9 with a nailgun left hand (disconnected).       
         LS-SUN 99 with a cutting saw left hand (operational).           
         KORNBLUTH 7575 with a sewing machine left hand (disc).      
         SIMAKURT 14 a backwards walker with magnetic hands (disc).  
         NEVIN L71 with a blow torch left hand (disconnected).

         And many others - all have restraint bolts on their chests.
         A guard only has to do is touch the onscreen button and ZAP!


         INT. CARNUBIUM MINE -- DAY

         Coblentz HL2000 breaks stone, exposing glimmering Carnubium.

                               COBLENTZ
                   Fucking motherlode!  Vein of Carnubium!

         Merritt wrinkles his nose under the rebreather.

                               MERRITT
                   Swell, Coblentz, what you found is a
                   damned Deros Cave.  If you weren't a
                   fucking Android you could smell 'em.

         SUDDENLY, a slimy DEROS worm breaks through the opening in
         front of Coblentz and EATS the PRISONER next to him.

         The other PRISONERS yell and scramble out of the mine.


         EXT. MOUTH OF THE CAVE -- DAY

         The PRISONERS sit along the side of the mountain. Merritt
         looks up when NOWLAN nudges him with his rifle.

                               NOWLAN
                   Warden wants to see you.

                               MERRITT
                   Must be my lucky day.

         JACK NOWLAN is head guard of the prison mining colony.  Tough
         but good natured, he's Esau to Merritt's James Dean-like
         Jacob, here on the twin sunned planet Isaac.

         Nowlan's PDA shows Merritt (and his rap sheet) - Nowlan pushes
         a button and CLINK!  the two bracelets on Merritt's wrists
         come together - magnetic handcuffs.
                                                                      3.


         Nowlan nods for AL BESTER to take over.  Bester is a farm
         boy prison guard.  Second in command and Nowlan's best friend.
         He wears a cowboy hat, has a small town attitude.

         Nowlan prods Ralph 124C41 with the rifle.

                               NOWLAN
                   Warden wants to see you.

                               RALPH
                   Screw you, screw.

         Nowlan pushes the button on Ralph's screen - his restraint
         bolt sparks for a second.

                               NOWLAN
                   You going to cooperate, or am I going
                   to have to shock you again?

         Ralph complies, Nowlan and Bester escort the prisoners away.


         EXT. PRISON BUILDING - ESTABLISHING -- DAY

         The Prison Building scorches under Isaac's twin suns.


         INT. GERNSBECK'S OFFICE -- DAY

         Nowlan and Bester prod the two prisoners into chairs across
         from Warden Gernsbeck.

         In his tailored suit and gold Rolex, VERNON GERNSBECK is the
         type of slimy, bigoted, corrupt warden they make prison movies
         about.  Trophies and political photos adorn the office,
         obscuring the UN flag in the corner.

         On his desk, near his polished brass name plate, is a photo
         of his pretty twenty year old daughter, GARBY.

                               MERRITT
                   What you want, Verne? I'm a busy man.

                               GERNSBECK
                   Nowlan. Bester. Better stick around.

         Nowlan and Bester keep their guns & PDAs ready.

                               GERNSBECK
                   In the next week there will be some
                   rather drastic changes around here.

                               MERRITT
                   Going in for sexual reassignment?
                                                                      4.


                               GERNSBECK
                   Your labor has been leased by Manrocci
                   Industries to mine the Carnubium
                   deposits here on the planet Isaac.
                   This quarter you have unearthed only
                   a fifth of the ore mined last quarter.

                               MERRITT
                   Blaming us for strip mining the place?

                               GERNSBECK
                   I won't make my bonus this quarter.

                               MERRITT
                   Sorry to hear that.

                               GERNSBECK
                   The bottom line is all that matters
                   to Manrocci, since this is my franchise
                   I've decided to close the facility.
                       (smiles)
                   Because of my deep love for you, I'd
                   like to leave you all on this God
                   forsaken planet to rot.

         Merritt starts out of his chair.  Clink!  His wrist bands
         magnetically connect to the chair arms.

                               GERNSBECK
                   The cost of transporting you to the
                   smelting plants on Mars is expensive -
                   that's money from my operating budget
                   that can be put to better use.

                               MERRITT
                   You can't --

                               GERNSBECK
                   But your families would hire defense
                   lawyers to sue the corporation, and
                   even though you are all scum, some of
                   you might win... so that wouldn't be
                   a prudent business decision.

         Gernsbeck sits back, looking from Merritt to Ralph.

                               GERNSBECK
                   I've decided to avoid legal action by
                   shipping the human and alien prisoners
                   to the penal colony on Mars.

                               RALPH
                   And the 'droids?
                                                                      5.


                               GERNSBECK
                   The Androids will be set free... But
                   remain here on Isaac.

         Ralph goes berserk.

                               RALPH
                   You piece of scrap!  I'll kill you! 
                   You and all the other human scraps!

         Gernsbeck touches a button on his desk's vid-screen.         
         Ralph's restraint bolt arcs and sparks - he shakes and smokes
         as thousands of volts shoot through his body.

                               NOWLAN
                   Jesus! You'll fry his circuits!

         Gernsbeck gives him a few more seconds, then hits the off
         button on his vid-screen.

                               GERNSBECK
                   Sergeant Nowlan, please remember that
                   it's not your place to tell me how to
                   discipline my prisoners.

                               NOWLAN
                   Yes, sir.

         Gernsbeck hits a button.  Two other guards enter the office:
         KLINE, a jokester ex-Marine, and STILSON, an attractive female
         guard.  When Stilson brushes past Nowlan they exchange smiles -
         sparks of attraction between them.

         KLINE drags Ralph out with Bester and Stilson's help.

         Merritt scoops the photo of Garby off the Warden's desk.

                               MERRITT
                   Come on, Verne.  This is just an excuse
                   to keep me away from your daughter.
                   You know she wants me.

         Gernsbeck pulls the photo out of Merritt's hands.

                               GERNSBECK
                   Keep your hands off my daughter.

                               MERRITT
                   Better tell her to keep her hands off
                   me... You KNOW she's looking for some
                   "close encounters".
                                                                      6.


                               GERNSBECK
                   I'll give you enough voltage to fry
                   that evil little sociopathic brain.

                               MERRITT
                   She must take after her mother, Verne.
                   Don't see a lick of family resemblance. 
                   Was your mailman a handsome guy?

         Gernsbeck is about to explode.

                               GERNSBECK
                   Get him out of here!

         Nowlan prods Merritt to his feet.

                               NOWLAN
                   Come on.

         Merritt allows Nowlan to escort him out.


         INT. COMMAND CENTER -- DAY

         Nowlan escorts Merritt across the Command Center.

         THE COMMAND CENTER is a circular room with work stations, a
         security section where video monitors show various interior
         and exterior views of the prison, and a vidmap of the prison
         with lighted points showing where prisoners are.

         One wall has windows looking over the Commons - exercise
         yard, recreation area, mess area - connected to cell blocks.

         A guard named CARTER is on security duty, watching the video
         monitors.  He nods as Nowlan passes by, but ignores Merritt.

         HALFWAY across the command center, they pass GARBY, Warden
         Gernsbeck's pretty daughter.

         Garby is one of the few people on the planet not in prison
         denim or guard uniforms.  She's in a VERY sexy outfit.

                               MERRITT
                   Well hello.

         Nowlan pulls Merritt away from Garby, but she changes course
         so that she can run her hand across Merritt's body sensually.

                               GARBY
                   Is it true what they say about 'Smovs?

                               MERRITT
                   Depends upon what they say.
                                                                      7.


         Garby whispers something in Merritt's ear, he laughs.

                               MERRITT
                   Well, that's true about ME.

                               GARBY
                   Is it?

         They exchange flirtatious smiles. Nowlan YANKS Merritt away
         from her, dragging him to the doorway marked AIRLOCKS. 
         Merritt looks at her over his shoulder.

                               MERRITT
                   Until we meet again.

                               GARBY
                   I'll be waiting.

         They exit and Garby crosses to her father's office.

         ON THE VIDMAP

         Two red dots exit the building and cross the terrain to a
         section labeled: Carnubium Mines.


         INT. CARNUBIUM MINE -- DAY

         Ralph 124C41 slams the pick axe into the rock, grumbling in
         beep-bop (computer speak), about to explode in anger.

         Pratt cracks through rocks, a cloud of gas billows into his
         face.  He steps back, covering his eyes... bumping into Ralph.

         Ralph spins, using the head of his axe to press Pratt back
         against the wall of the cave.

                               RALPH
                   Human scrap! Don't ever touch me.

         Merritt sets down his axe, moves between Ralph and Pratt.

                               MERRITT
                   It was an accident, tin man.  No reason
                   to blow a fuse.

         Ralph shifts the axe blade to Merritt's neck.

                               MERRITT
                   Back off or I'll piss on you while
                   you sleep and rust your ass.

         Ralph JABS the axe at Merritt.
                                                                      8.


                               RALPH
                   Screw you.

         Merritt grabs the axe before it slices his neck.

                               MERRITT
                   We can do without the axe, can't we? 
                   Settle this like men. I forgot. You're
                   not anatomically correct, are you?

         Ralph lets go of the axe, rushes Merritt.

         The two fight, it spills out of the cave into the sunlights.


         EXT. MOUTH OF THE CAVE -- DAY

         Ralph and Merritt fight.  A circle of prisoners around them.

         ONE SIDE OF THE CIRCLE: Human and Alien prisoners cheer
         Merritt.  The other side: Android prisoners cheer Ralph.

         WHAM!  WHAM!                                                     
         Ralph 124C41 lands a pair of solid punches to Merritt's chest.

                               RALPH
                   Ready to die, Alien?

                               MERRITT
                   Ready to pound you into sheet metal.

         Merritt blocks Ralph's next punch, lands a SOLID hit to the
         Android's jaw.  The Human and Alien prisoners CHEER.

         Coblentz HL2000 yells in beep-bop to the Androids. They cheer.

         A PRISONER shakes his head.

                               PRISONER
                   No one can fight an Android and win.

                               PRATT
                   Five nic-patches says Merritt will
                   turn him into scrap.

                               PRISONER
                   You're on.

         Both sides CHEER and JEER at each other.                         
         Tension and hatred runs thick between steel and flesh.

         Merritt tries a combination to Ralph's face, hitting with
         his right.... Ralph plucks his left hand out of the air before
         it can make contact and SQUEEZES it.
                                                                      9.


         Merritt screams at the snap crackle and pop of bones breaking. 
         He kicks Ralph in the chest, forcing the Android to let go
         of his hand.

         Merritt staggers back, cradling his injured hand.

         THE ANDROIDS yell in beep-bop, push Merritt back to Ralph.

         Merritt stumbles right into Ralph's arms.  The Android grabs
         Merritt's neck and squeezes, cutting off his air.  Merritt
         tries pulling the Android's hands off him, but can't.

                               RALPH
                   No air, no life.

         Merritt turns blue, pulls back his head, SLAMS it into Ralph.

         Ralph lets go of Merritt, staggers back from the head butt.

         Merritt takes a deep breath from the rebreather tank.

                               MERRITT
                   No heart, no strength.

         He spins, kicks Ralph in the head.

         RALPH AND MERRITT exchange kicks and punches.                    
         It's a battle of the titans.

                               COBLENTZ
                   Steel against flesh - he can't win.

                               PRATT
                   Imagination against programming.

         WHAM! WHAM!                                                      
         Merritt takes two brutal kicks to the head, reeling backwards. 
         The line of Androids pushes him back into the ring.

         Ralph kicks at Merritt's head. Merritt catches his foot and
         flips him head over heels onto the sandstone.

                               MERRITT
                   Kissing the ground I walk on, tin man?

                               RALPH
                   Screw you.

         Ralph rushes Merritt, presses his hot-riveter left hand into
         Merritt's head and tries to fire. Click.  The wires to the
         device have been disconnected - plastic caps on each end.

         Merritt knocks the hot-riveter appendage aside, spins a pair
         of kicks to Ralph's head.
                                                                     10.


         Ralph 124C41 hits the ground.                                   
         When Coblentz helps him up he hands him an axe!

         Ralph swings the axe at Merritt.                            
         Merritt jumps back, axe slicing open his shirt.

                               MERRITT
                   Swell.

         Ralph swings the axe again, forcing Merritt into the crowd.
         A human prisoner gives him an axe, pushes him back at Ralph.

         Merritt and Ralph battle with axes. Swinging, blocking. 
         Clang! Clang! Clang!

         Merritt feints low, swings high, connects with Ralph's chest.
         Sparks fly...                                               
         So does Ralph's restraint bolt - sliced off by the axe.

         Ralph swings at Merritt, who blocks, twists, swings.      
         Clang! Clang! Clang!

         Merritt swings his axe at Ralph's head.                 
         Ralph blocks it, knocks the axe out of Merritt's hands!

         Merritt dives for the axe... misses it!                  
         Ralph lifts his axe - ready to cleave Merritt's head.

         MONITOR SCREEN

         Merritt and Ralph. Nowlan's finger hits a button.


         EXT. MOUTH OF THE CAVE -- DAY

         Merritt's wrists CLINK together - magnetic cuffs.

         Ralph - axe ready to descend - hears an electrical sound.
         Sees his fallen restraint bolt sparking in the dirt.      
         Drops the axe and grabs his chest - pretending to be shocked.

         Nowlan and Bester push through the crowd.

                               NOWLAN
                   Break it up! Break it up!

                               BESTER
                   Who wants the first one?  Coblentz?

         Bester aims his rifle from Android to Android.                   
         They all fall back, arms in front of them.

         Nowlan drags Merritt out of the circle, tosses him against
         the rocks.
                                                                     11.


                               NOWLAN
                   Trying to get yourself killed?  That
                   android'll tear you apart.

                               MERRITT
                   He's scrap... just like you.

                               NOWLAN
                   Some day, you and me is gonna fight.

                               MERRITT
                   I'll be looking forward to it.

         Nowlan slams Merritt back against the rocks, trying to knock
         the grin off his alien face.

         No luck.  Merritt moves to his feet, laughs.

         Ralph keeps his hand on his chest so Bester can't see he's
         missing the restraint bolt. Speaks in beep-bop to Coblentz.
         Androids speak beep-bop to each other, making Bester nervous.

                               BESTER
                   Break it up. You two are gonna spend
                   the next week in solitary.

         Pratt looks at the other Prisoner for a moment before handing
         him five nicotine patches from his shirt pocket.


         INT. SOLITARY CELLS -- DAY

         The electro-door zaps shut on Merritt.                           
         Across the hall, an electro-door zaps shut on Ralph.


         INT. LOCKER ROOM -- DAY

         Nowlan slams his locker closed, anger still bubbling.

                               BESTER
                   Shouldn't let him rattle your cage.

                               NOWLAN
                   Right.

                               BESTER
                   In a week this will be over.  Merritt
                   will be breaking red rocks on Mars.

                               NOWLAN
                   My luck, I'll be reassigned there.
                                                                     12.


                               BESTER
                   Then you could date Stilson.

                               NOWLAN
                   Stilson?

         They leave the locker room.


         INT. CIRCULAR HALLWAY -- DAY

         Nowlan and Bester walk around a hallway to crew quarters.

                               BESTER
                   I saw you two looking at each other. 
                   If it weren't for anti-fraternization
                   rules, you'd have asked her to be
                   your naked rhumba partner long ago.

                               NOWLAN
                   Maybe.

                               BESTER
                   Don't try to shit me, Nowlan.  Have
                   you seen what she looks like under
                   that uniform?  I'd kill or die for a
                   chance at that.

                               NOWLAN
                   Okay, Bester.  Say I end up on the
                   Mars Colony and Stilson's transferred
                   to Earth.  How do we rhumba when she's
                   thirty nine million miles away?

         Nowlan opens the crew quarters door for Bester.

                               BESTER
                   You could e-mail her kisses.

                               NOWLAN
                   That's satisfying.

         Nowlan lets the door slam closed behind them.

         EXT. PRISON BUILDING - ESTABLISHING -- DAY

         The prison building bakes under the twin suns.

         A shuttle zooms out of the sky and slow descends to the
         Prison's shuttle dock.
                                                                     13.


         INT. GERNSBECK'S OFFICE -- DAY

         Nowlan reads from a video-clipboard, reporting to Gernsbeck.

                               NOWLAN
                   The majority of the human and alien
                   prisoners have been transferred out.

                               GERNSBECK
                   Who's left?

                               NOWLAN
                   Skeleton crew. Stilson, Giesy, Kline,
                   Carter, Bester and myself.  A dozen
                   Max Security prisoners including
                   Merritt and Pratt.

                               GERNSBECK
                   Shackle them into the shuttle now.

                               NOWLAN
                   It'll take three hours to refuel.

                               GERNSBECK
                   Do it.  I want all of the Max
                   Securities locked into that shuttle.

                               NOWLAN
                   Sir, with all due respect....

                               GERNSBECK
                   Do it, Nowlan.

                               NOWLAN
                   Yes, sir.
                       (beat)
                   I have Giesy and Kline packing up all
                   of the reserve weapons and ammunition. 
                   I think we can last the next three
                   hours with personal sidearms.

         Nowlan's clipboard beeps and he looks down at it.

                               NOWLAN
                   Shuttle just docked.


         INT. COMMAND CENTER -- DAY

         GIESY, a Born Again Christian guard, puts the lid on a crate
         of high-tech rifles and nails it closed.

         Kline and Stilson help crate up all of the guns and equipment.
         Carter sits at the security section, watching monitors.
                                                                     14.


                               KLINE
                   What about the operations system?

                               STILSON
                   Have to leave it behind. Need the
                   computers for shuttle take off and
                   atmosphere manufacturing.

                               KLINE
                   Those animals are going to tear it
                   apart.  Use it to rewire themselves. 
                   They'll be nothing left for a salvage
                   company to loot.

                               STILSON
                       (touches her chest)
                   Restraint bolts will stop them.

                               KLINE
                   Then they'll tear each other up and
                   go to hell.  Ask Giesy.

         Giesy looks up from hammering, frowns threateningly at Kline.

                               KLINE
                   Sorry, they're Droids.  Droids don't
                   go to hell, they aren't God's children.

         Giesy growls, realizing that Kline is making fun of him. 
         Before he can quote scripture, J.W. CAMPBELL saunters in.

         Campbell is the pilot of the shuttle, a good looking flyboy
         in the overly fancy uniform of the U.S. Space Force.

                               CAMPBELL
                   J.W. Campbell.  I'll be your pilot on
                   this escape from hell.

         Campbell holds out his hand and Kline shakes it.

                               KLINE
                   Kline.

                               CAMPBELL
                   You the Marshal around here?

                               KLINE
                   That'd be Bester. Thinks he's a cowboy.

                               CAMPBELL
                   I've been accused of that.

                               KLINE
                   This is Giesy, and...
                                                                     15.


                               CAMPBELL
                   Who's the pretty lady?

         Campbell shows Stilson all of his teeth.  She isn't impressed.

                               STILSON
                   Janet Stilson.  Sgt. Stilson to you.

                               CAMPBELL
                   Well, Sarge, I'm stuck here for the
                   next three hours while my fuel cells
                   re-energize.  Kind of hoped to spend
                   the time in bed.

                               STILSON
                   I'm sure you could use the sleep.

                               CAMPBELL
                   Not what I had in mind.

                               STILSON
                   You aren't landing here, sky pilot. 
                   Runway's closed.

         Campbell isn't used to being rejected - takes a step back...
         Bumping into someone.                                            
         When he turns around, his smile returns.

         Garby returns the smile.

                               CAMPBELL
                   J.W. Campbell, shuttle pilot.

                               GARBY
                   Really?

                               CAMPBELL
                   That's right. Got three hours to kill.
                   Thought I'd spend it in bed.

                               GARBY
                   That sounds interesting.

                               CAMPBELL
                   Tell me: What's a beautiful girl like
                   you doing on a prison planet?

                               GARBY
                   They didn't tell you?

         Campbell looks from Stilson to Kline to Giesy.              
         All three give him cryptic smiles.
                                                                     16.


                               GARBY
                   I'm doing twenty five years to life
                   for sexually mutilating a hundred and
                   seven men... I bite.

         Campbell takes a step back, color draining from his face.

         Garby waves goodbye, enters her father's office.             
         Campbell watches her leave, still in shock.                      
         Kline touches his arm and explains.

                               KLINE
                   Warden's daughter. Strictly off limits.

         Campbell nods.


         INT. BLOCK 11 BUNK ROOM -- DAY

         Nowlan and Bester toss Ralph into the Android room.

                               NOWLAN
                   Be a good little machine, okay?

         Nowlan and Bester leave, locking the door behind them.

         Ralph 124C41 uncovers his chest - no restraint bolt. Says
         something in beep-bop. Lots of beep-bop conversation.

         A line of Androids forms, beginning with Coblentz and Smith.
         Ralph slices off their restraint bolts - freeing them to
         slice off the restraint bolts of the other Androids.

         Ralph jumps on a table, makes a speech in beep-bop.          
         Androids cheer.                                                  
         Ralph pops off the two plastic caps and rewires his hot-
         riveter gun. Fires a shot. Bling! Hot rivet hits the wall.

         Beep-bop laughter from the Androids.                     
         They rewire their appendages... ready for battle.


         INT. HALLWAY #6 -- DAY

         Kline drives an electric scooter with a trailer (empty) out
         double doors marked "SHUTTLE BAY" and heads down Hallway #6.

         HALLWAY #6 is a long, industrial-looking hallway with a bright
         red stripe broken only by the number six.

         Kline whistles a tune as he scoots down the long hallway. 
         Occasionally, he steers right into the wall, only to correct
         course at the last minute.  Anything for a thrill.
                                                                     17.


         AT THE END OF THE HALL he turns into ANOTHER long hall.


         INT. HALLWAY #7 -- DAY

         HALLWAY #7 has a GREEN stripe broken only by the number seven.

         Kline scoots down this hallway, still whistling, occasionally
         driving like a lunatic, until he comes to a door at the end
         marked "COMMAND CENTER".

         The scooter and trailer come to a stop.  Kline gets out and
         knocks on the door, smiling at the overhead security camera.

         STILSON'S VOICE squeaks from speaker next to the electronic
         door controls.

                               STILSON (V.O.)
                   Who is it?

                               KLINE
                   Kline.

                               STILSON (V.O.)
                   Use your Mag-Key.

                               KLINE
                   Can't.  Lost it last week.

                               STILSON (V.O.)
                   At least you didn't give it to a
                   prisoner.

         There's an electronic noise, and the doors are opened.


         INT. COMMAND CENTER -- DAY

         Kline drives the scooter into the Command Center, pulls up
         next to a stack of crates and shuts off the motor.

                               STILSON
                   You're such a screw up, Kline.

                               KLINE
                   At least I'm the best at what I do. 
                   I used to be the best screw-up Marine,
                   now I'm the best screw-up Prison Guard.

         Stilson rolls her eyes, points to the last twenty crates.

                               STILSON
                   Come on.  Let's get them loaded.
                                                                     18.


         She turns to Giesy, who's on his knees praying.

                               STILSON
                   Put God on hold and give us a hand.

         Giesy ignores her, finishing his prayers before helping them.

         Giesy, Stilson and Kline load the crates onto the trailer,
         but can't fit the last crate on.

                               KLINE
                   It's not gonna fit.  I'll come back
                   for it, later.

                               STILSON
                   I think we can tie it on top.

                               KLINE
                   Skip it. It's not like the shuttle's going
                   anywhere for the next three hours.

                               STILSON
                   You're wasting a trip.

         Kline hops into the scooter and starts it up.

                               KLINE
                   No, Stilson.  I'm wasting time in a
                   professional manner.  There's a
                   difference.  My way, I get promoted.

         He pulls a U turn and scoots out the doors, Stilson rolls
         her eyes.  She turns to Giesy, who is already on his knees
         preparing to pray.

                               STILSON
                   I'm going to miss him.

         Giesy ignores her and prays.


         INT. HALLWAY #7 -- DAY

         KLINE zig-zags through the hallway, trying to see how close
         to the walls he can get without scraping them.                   
         He begins singing.

                               KLINE
                   Oh, she's just a sheep, but she's the
                   love of my life.  And someday, I'll
                   have my way, and take her for my wife.
                       (beat)
                   Bahhaaa, bahahhaha, bahhaaa, bahahhaha.
                                                                     19.


         He gets to the corner, and turns onto Hallway #6, not knowing
         what waits for him....


         INT. HALLWAY #6 -- DAY

         Nothing.                                                         
         Hallway #6 is empty.

         Kline continues to zig-zag, almost skimming the walls, singing
         to himself and laughing when he almost hits the wall.

                               KLINE
                   Oh when I see her in the fields, my
                   heart with love is full.  And when I
                   get her in my bed, I stroke and kiss
                   her wool.
                       (beat)
                   Bahhaaa, Bahahhaha, bahhaaa, bahahhaha.

         Bored out of his mind.


         INT. COMMAND CENTER -- DAY

         Nowlan enters, mag-cuffed to Merritt.                            
         Behind them, Bester is mag-cuffed to Pratt.

         ANOTHER PAIR OF GUARDS escorts ten mag-cuffed PRISONERS into
         the command center.

         Stilson exchange a smile with Nowlan, then back to business.

                               STILSON
                   What are you going to do with them?

                               MERRITT
                   Trade us to the Yankees for a third
                   round draft choice.

         Nowlan yanks on Merritt's cuffs to shut him up.

                               NOWLAN
                   Gernsbeck wants them secured in the
                   shuttle immediately.

                               STILSON
                   We aren't leaving for three hours.

                               NOWLAN
                   Gernsbeck's idea of discipline.

                               MERRITT
                   You want to hear my idea of discipline?
                                                                     20.


                               NOWLAN
                   No.

                               MERRITT
                   It involves the Warden's daughter in
                   skin tight leather and a ping pong
                   paddle... The kind with sandpaper.

                               NOWLAN
                   Now I really don't want to hear it.

         Nowlan turns to Giesy and Carter.

                               NOWLAN
                   Giesy.  Carter.  Take these two down
                   to the shuttle and lock them in the
                   brig.  Stilson, take over for Carter.

         Stilson nods and sits in Carter's chair when he vacates it.

         Clink! Clink!                                                    
         PRATT is mag-cuffed to Carter, MERRITT mag-cuffed to Giesy.

                               MERRITT
                   Well, reverend. Looks like it's you
                   and me.  The saint and the sinner.

                               CARTER
                   Shut up, Merritt.

         CARTER, MERRITT, PRATT, and GIESY lead the procession of
         PRISONERS and GUARDS to the doors to Hallway #7.

         Stilson watches the video monitor.

         ON THE MONITOR

         The end of Hallway #6, where Kline is ramming the scooter
         against the wall repeatedly.  The trailer is empty.

         BAM!  He hits the wall, bounces backwards a few feet, then
         BAM!  Rams it again.

                               STILSON
                   You ought to see Kline.  He's playing
                   bumper cars in Hallway Six.

                               NOWLAN
                   He's WHAT?

                               STILSON
                   Just goofing off, as usual.
                                                                     21.


                               NOWLAN
                   If he doesn't get back here to get
                   this crate he'll be goofing off on
                   suspension without pay for two weeks.

         Stilson clicks on a microphone and speaks into it.

                               STILSON
                   You hear that Kline?  Nowlan's going
                   to suspend you without pay for two
                   weeks if you don't quit goofing off.

         ON THE MONITOR

         Kline continues ramming into the wall with his cart.            
         He doesn't seem to care about being suspended.

         Giesy uses his mag-card to open the doors, and the procession
         leaves the Command Center.


         INT. HALLWAY #7 -- DAY

         Giesy, Merritt, Pratt, and Carter and the others walk down
         Hallway #7.


         INT. HALLWAY #6 -- DAY

         They turn the corner, and walk down Hallway #6 towards Kline,
         who continues to ram his scooter into the wall.

                               MERRITT
                   You're in a heap of trouble, there,
                   boy. Nowlan's gonna fry your ass when
                   you get back to the command center. 
                   You'll probably end up like me...
                   Chained to a Saint on the way to hell.

         Giesy yanks on Merritt's cuffs to shut him up.  When they
         get to the end of the hall, CARTER walks up to Kline.

                               CARTER
                   Kline.  Will you stop jacking off?
                       (closer)
                   Nowlan's serious.  He's going to put
                   you on suspension if you don't quit
                   ramming that scooter.
                       (closer)
                   You probably dented it.
                       (closer)
                   Don't let Gernsbeck see it, he'll
                   take it out of your pay.
                               (MORE)
                                                                     22.


                               CARTER (CONT'D)
                       (closer)
                   Kline?  Are you listening to me?

         Carter grabs Kline's shoulder to turn him around.            
         Kline is dead - pierced by hundreds of nails!                    
         A human pin cushion.

                               CARTER
                   Shit!

         BAM! BAM! BAM!                                                  
         Gutenvon IC9 fires his nailgun arm at them, nails ricocheting.

         Coblentz HL2000 leads an army of Androids towards them.


         INT. COMMAND CENTER -- DAY

         Stilson watches the video monitor, which shows one CELL BLOCK
         after another.  All are EMPTY.

                               STILSON
                   Nowlan?

                               NOWLAN
                   What is it?

                               STILSON
                   Cell Block 11 is empty. So's 12, 13,
                   14, 15.  All of the 'droids, gone.

                               NOWLAN
                   No... They're locked in for the next
                   six hours.

         Nowlan looks over her shoulder at the screen - cell doors
         have been cut open with a blow torch.

         Camera pans to show: A pile of restrain bolts on a table.

                               STILSON
                   I thought the restraint bolts prevented
                   them from taking off the restraint bolts?

                               NOWLAN
                   Shit... Lock it down! Lock it down!

         BAM!  BAM!  BAM!                                              
         Hot rivets blast through the command center, shattering glass,
         exploding computer monitors.  Nails ricochet.

         Stilson hits a control button, then hits the dirt.
                                                                     23.


         INT. HALLWAY #11 -- DAY

         Metal blast doors between hallways begin slowly closing.


         INT. HALLWAY #6 -- DAY

         Metal Hell.                                                    
         NEVIN L71 uses his blow torch arm to blast fire at a GUARD.

         The daisy-chain of cuffed PRISONERS tries to run, one
         stumbles, pulling the others down.                               
         COBLENTZ presses his screw-gun appendage into a Prisoner's
         leg - Zreeeew! - screwing him to the floor!

         A GUARD fires his sidearm at an advancing AEVOGT - but can't
         stop him! Aevogt uses his forklift arms to pierce the Guard's
         chest and toss him across the hallway...

         Near where Merritt and Giesy duck behind the Scooter.          
         Giesy's eyes closed in silent prayer.

         COBLENTZ moves from PRISONER to PRISONER, screwing them to
         the floor.

         A GUARD makes a break for it - running down the hallway.
         SILVERBORG catches him - Zip! - fires shrink wrap plastic
         over the Guard... then vacuums out the air! The Guard
         struggles for air as the plastic wrap shrinks over him.

         A Prisoner, screwed to the floor, tries to escape LEINHEIN.
         Can't.                                                    
         The trouser press on Leinhein's chest closes over the
         Prisoner's head - steam and screams!

         Merritt ducks as nails spray overhead.                         
         Then he notices Kline's corpse on the bouncing scooter.

                               MERRITT
                   Guard's gun.

         He times the bouncing scooter for a moment, uses it's movement
         as cover when he pops up to grab the gun from Kline's holster.

         NAILS SPATTER around Merritt as he realizes Kline was a
         leftie... the holster's on the wrong side!

                               MERRITT
                   Shit!

         Merritt ducks back down, just as a new volley of nails spark
         off the Scooter.  He didn't get the gun.
                                                                     24.


         PRISONERS lay screaming, screwed to the floor.               
         KORNBLUTH uses his sewing machine arm to sew up one's mouth.

         Pratt and Carter are trapped in the center of the hallway,
         nails fly all around them.  Face down, next to each other.

                               PRATT
                   We've got to run.

         Carter nods an affirmative.  Nails spray around them.

                               PRATT
                   On three.  One.  Two. Three!

         Carter and Pratt pop to their feet.                              
         Running to Hallway #7... trying to beat the closing doors.

         BLAM!                                                            
         A Nail sparks off their handcuffs.  Severing them.

         Pratt takes a quick look at the cuffs, realizing he's free,
         keeps on running.  At the corner of Hallway 6, he turns to
         yell at Carter.

                               PRATT
                   Carter, come on!

         But instead sees Silverborg grab Carter and shrink-wrap him.
         Pratt runs around the corner to safety.


         INT. GERNSBECK'S OFFICE -- DAY

         Gernsbeck hides under his desk as hot rivets ricochet through
         his office. A trickle of urine runs down the leg of his pants.


         INT. COMMAND CENTER -- DAY

         Hot rivets and nails fly over Nowlan's head.               
         He looks at Bester, notes the crate of guns just behind him.

                               NOWLAN
                   Bester!  That crate of guns!  We're
                   gonna need them!

         Bester turns to see the crate.  Crawls across the floor, as
         nails spatter around him.  When he reaches the crate, he
         realizes he can't pry it open with his hands.

                               BESTER
                   I need a hammer!
                                                                     25.


         Stilson has the hammer near her, and slides it across the
         floor into Bester's hand.

         Bester grabs the hammer and goes to work opening the crate.
         A rivet explodes a corner of the crate into a shower of
         sawdust, and Bester ducks.  Using the crate as cover.

         Stilson ducks as the monitor above her is destroyed.

                               STILSON
                   Shit!

         Stilson closes her eyes as debris rains around her.

         Nowlan scoots to the wall and raises his pistol overhead,
         firing out the window blindly.

         Stilson grabs a shard of mirrored glass and scoots along the
         floor to Nowlan's side.  Holds the mirrored glass overhead,
         using it as a periscope.

                               NOWLAN
                   How many of them?

                               STILSON
                   Hundreds.  An army.

         Bester gets the crate open, pulls out weapons.

                               BESTER
                   Catch!

         Bester throws a shotgun to Nowlan, and a rifle to Stilson.

         Nowlan and Stilson catch guns, swing to their feet and fire
         a volley out the window, then dive for cover.

         RETURN FIRE pummels the room, exploding anything on the
         counter and sending papers scattering.

         NOWLAN waits for a lull, pops to his feet and pulls the
         trigger on his shotgun.  Click!  Out of shells!


         INT. HALLWAY #6 -- DAY

         Coblentz spots Giesy and Merritt pinned behind the scooter.
         Starts towards them - firing screws.

         No way Merritt is going to reach Kline's gun.                   
         Giesy keeps praying silently.                               
         The doors are slowly closing.
                                                                     26.


                               MERRITT
                   Listen, Padre.  God's not gonna get
                   us out of this one.  We're on our
                   own.  Gonna have to make a break for
                   it.  Understand?

         Giesy continues his silent prayer, ignoring Merritt.  Merritt
         yanks on the handcuff, getting Giesy's attention.

                               MERRITT
                   Understand?  We gotta RUN.

         Giesy nods slowly, anger in his eyes.

         Merritt and Giesy make a break for it.                           
         Running down Hallway #6, connected by their handcuffs.

         Screws chase them down the hallway.                             
         Androids advance, lead by Coblentz HL2000, firing screws.

         HALFWAY DOWN THE HALL, one of the PRISONERs screwed to the
         floor grabs Merritt's leg.

                               MERRITT
                   Get off me!  Get off me!  Let go!

         Merritt kicks the PRISONER until he lets go, then they
         continue running down the hallway, Androids chasing them.

         Wounded Prisoners and Guards, most screwed to the floor, are
         put out of their misery by nails or shrink-wrap or press.

         Merritt and Giesy get to the corner of the hallways...

         Coblentz and the Androids are chasing right behind them! 
         Firing screws at Merritt and Giesy.

         Zreeew! Zreeew!                                                  
         Giesy is screwed in the chest, yanking Merritt off his feet.

                               MERRITT
                   Swell.

         Giesy falls down dead... still mag-cuffed to Merritt!

         Coblentz and the Androids continue to advance.


         INT. HALLWAY #7 -- DAY

         Merritt makes it around the corner into Hallway #7, dragging
         Giesy's body behind him. Momentarily out of the line of fire.
                                                                     27.


                               MERRITT
                   Geeze, Padre, you weight a ton!

         Merritt tries to pull his cuff from Giesy's - but the
         magnetism is like and invisible rubber band. They're stuck.

         THE DOOR TO THE COMMAND CENTER (and safety) at the far end
         of the hallway.

         Merritt drags the body behind him, in a race for the doors.


         INT. HALLWAY #6 -- DAY

         The last of the fallen Prisoners are killed and the Androids
         round the corner into Hallway #7 chattering in beep-bop.


         INT. HALLWAY #7 -- DAY

         Merritt and dead Giesy are hallway down the hall when the
         Androids open fire at them.

                               MERRITT
                   Damn you, come on.

         He drags Giesy's corpse at high speed to the Command Center.

         NAILS AND SCREWS SPRAY around Merritt as he POUNDS on the
         command center doors.

                               MERRITT
                   Let me in!  Let me in!

         BUT THE DOORS DON'T OPEN.                                        
         The Androids continue to advance.

                               MERRITT
                   Come on!  Come on!  You can't just
                   leave me out here!

         He pounds some more.                                             
         The doors don't open.                                            
         The Androids are getting CLOSER and CLOSER!

         Merritt is trapped.  Then he remembers something.

         THE ANDROIDS advance, ready to tear Merritt to pieces.

         Merritt scoops the gun from Giesy's holster, opens fire.

         BLAM! BLAM! BLAM!
                                                                     28.


                               MERRITT
                   Eat lead tinman!

         BLAM! BALM! BLAM! BALM! BLAM!                                
         He hits five Androids in the head - oil and fluids spurting -
         dropping them to the floor.                                      
         Merritt shifts aim to Coblentz HL2000 and pulls the trigger.

         Click!  Out of shells.

                               MERRITT
                   Swell.

         Coblentz HL2000 laughs, raises his screwgun arm at Merritt.

         Merritt pounds on the door some more.

                               MERRITT
                   Open up.  Please.  Open the door.

         Coblentz HL2000 takes aim and fires a stream of screws.


         INT. COMMAND CENTER -- DAY

         Bester opens the Command Center door quickly, and Merritt
         drags Giesy's corpse inside.

         Screws follow, and everyone has to hit the dirt.


         INT. HALLWAY #7 -- DAY

         Coblentz HL2000 and his platoon of Androids rush the open
         door.  Trying to get in the Command Center.


         INT. COMMAND CENTER -- DAY

         Bester sees the Androids coming in, and tries to shut the
         door...  A few Android arms reach between the door and the
         jamb, grabbing for Bester's face.

                               BESTER
                   Need a hand!

         Merritt jumps to his feet and helps Bester squeeze the door
         shut.  One of the Android's arms gets stuck... and is severed.

         Bester gets the door shut and locked.  Blasting suddenly
         stops.  Silence is deafening.

         Stilson uses her shard of mirror to look out the window.
                                                                     29.


                               STILSON
                   They're gone.

         Merritt picks up the crawling Android hand.

                               MERRITT
                   You needed a hand.

         Bester knocks it out of Merritt's hands. It crawls away.

         RALPH'S VOICE BOOMS from the loudspeaker overhead.

                               RALPH (V.O.)
                   Scrap humans.  I control your destiny. 
                   I will let you LIVE in exchange for
                   Warden Gernsbeck. Your lives for his!

         The voice turns to static.                                       
         Bester looks at Nowlan, then at Gernsbeck's office.

         J.W. CAMPBELL comes out of the day room, alive, but scared.

         Pratt rises from behind the counter, Merritt smiles at him.

                               MERRITT
                   Glad to see I'm not the only prisoner
                   to make it out of this.  How about
                   getting me out of these cuffs?

         Merritt nods at Giesy's corpse.

                               MERRITT
                   He's starting to get on my nerves.

         Gernsbeck comes out of his office cautiously.

                               GERNSBECK
                   The cuffs stay on.  He's still a
                   Prisoner, we'll treat him like one.

                               MERRITT
                   There's three hundred of them and
                   only eight of us.  Seems like you
                   could use all the help you can get.

                               GERNSBECK
                   We don't need help from scum like you.

         Nowlan pulls out his PDA and aims it at the mag-cuffs.

                               NOWLAN
                   We need all the help we can get.
                                                                     30.


         Nowlan unlocks Merritt's handcuffs.                              
         Merritt smiles at Gernsbeck.  Notices Garby as she rises up
         from cover.

                               MERRITT
                   Hey, sugarpie.  I'm a free man.  Want
                   to help me celebrate?

                               NOWLAN
                   Want me to put the cuffs back on?

                               MERRITT
                   No.  I want HER to do it.

         Merritt winks at Garby, who smiles.

         Nowlan doesn't smile.                                            
         He grabs Merritt by the collar and yanks him off his feet.

                               NOWLAN
                   You better start remembering you're
                   still a prisoner.

                               MERRITT
                   We all are, aren't we?

                               BESTER
                   What's he talking about?

                               MERRITT
                   We're trapped here.  No way out.

                               CAMPBELL
                   There's the shuttle.  It'll take a
                   couple of hours to fuel, but...

                               MERRITT
                   Until then, we're all prisoners.

                               NOWLAN
                   But only one of us has an attitude.

                               MERRITT
                   Screw off, Nowlan.

         WHAM!                                                            
         Nowlan punches him.  Merritt returns a punch, and they
         exchange blows, slamming each other with their fists, until
         Stilson breaks it up.  Standing between them.

                               STILSON
                   We've got to work together, okay?
                                                                     31.


                               NOWLAN
                   Listen, Convict.  Some day, you and
                   me is gonna fight.

                               MERRITT
                   Be looking forward to that day.

         Nowlan and Merritt try to fight again, but Stilson is between
         them.  She pushes both of them back, concentrating on Nowlan.

         Nowlan calms down, and looks at the crew: Stilson, Campbell,
         Garby, Pratt, Bester, Gernsbeck, and finally Merritt.

                               NOWLAN
                   We've got to be ready for them when
                   they come back.
                       (beat)
                   Stilson.  Keep your eye on the
                   monitors.  They're out there someplace. 
                   If they come this way, yell.

                               STILSON
                   Right.

         Stilson covers the monitors, watching the two undamaged
         screens.  Trying not to blink, least she miss something.

                               NOWLAN
                   Al, I want you to booby trap the doors.

                               BESTER
                   Right, chief.

         Bester starts to work.

                               NOWLAN
                   Warden, could you look over the floor
                   plans?  Try to find us some escape
                   routes in case of emergency?

                               GERNSBECK
                   Who elected you leader?

                               NOWLAN
                   No one.  You want to put it to a vote?

         Gernsbeck looks from face to face, ending on Merritt's smile.

                               GERNSBECK
                   Just keep that man away from my
                   daughter.
                                                                     32.


                               MERRITT
                   I can't help it if she likes Smovs.
                   We do it in stereo, you know...

                               GERNSBECK
                   You dirty little son of a bitch!

         Nowlan blocks Gernsbeck's crazed rush at Merritt.

                               NOWLAN
                   One more word out of you, Merritt,
                   and you're back in shackles.

         Merritt rolls his eyes, but steps back.                          
         Gernsbeck scowls at Merritt, moves to the map in the center
         of the Command Center and punches control buttons for details.

         Nowlan looks at the rest of the team.

                               NOWLAN
                   Everybody else gets to help fortify
                   this place.  Block the windows.

         THE REST OF THE GROUP goes to work.  They push file cabinets
         in front of windows.  Break up a desk and nail the parts
         over the windows, and turn the place into a fortress.

         Nowlan inventories guns and ammo from the crate. Counting
         bullets.  Loading weapons.  Getting ready for battle.

         STILSON keeps watching the monitors.  Trying not to blink.
         Her eyes are beginning to burn from keeping them open so
         long.  She blinks a few times to clear them.

         WHEN SHE BLINKS, we see a SHADOW flit across one of the
         monitors.  When her eyes are back open, the shadow is gone.


         EXT. PRISON BUILDING - ESTABLISHING -- DAY

         The Prison building under Isaac's twin suns.


         INT. COMMAND CENTER -- DAY

         THE COMMAND CENTER becomes the Human/Alien version of The
         Alamo: A Fortress in the middle of hostile territory.

                               RALPH (V.O.)
                   Human SCRAP!  Your flesh is no match
                   for our steel.

         Nowlan moves up behind Stilson.
                                                                     33.


                               NOWLAN
                   Where's he coming from?

         Stilson clicks through security shots, trying to find Ralph.

                               RALPH (V.O.)
                   We will tear you limb from limb.

                               STILSON
                   I can't find him.

                               NOWLAN
                   He's got to be somewhere.

         Stilson continues flipping through security images.

                               RALPH (V.O.)
                   Spill your precious bodily fluids
                   upon the floor.  Unless you hand over
                   Warden Gernsbeck.

         FINALLY Stilson flips to an image of Ralph 124C41 circled by
         Androids, looking directly into the security camera.

                               STILSON
                   Got him!

                               NOWLAN
                   Where is he?

                               STILSON
                   Cell Block 11.

                               NOWLAN
                   Keep him talking.

         Nowlan grabs a rifle and a shotgun and starts to the door.

                               BESTER
                   Wait a sec, I'll go with you.

         Bester grabs a shotgun, and the two exit.                        
         Stilson grabs the microphone.

                               STILSON
                   Why do you want the Warden?

                               RALPH (V.O.)
                   I only want his head - you can keep
                   the rest.

                               STILSON
                   The Warden is just doing his job. You
                   can't fault him for that, can you?
                                                                     34.


                               RALPH (V.O.)
                   He likes punishing us. It gives him
                   pleasure. He should be in prison.

                               STILSON
                   In two hours you'll be rid of him.

                               RALPH (V.O.)
                   He exploits our labor than casts us
                   aside? Leaves us here to rust?

                               STILSON
                   You've been sentenced to life in
                   prison. What's the difference between
                   this prison and any place else?

                               RALPH (V.O.)
                   What's the difference between taking
                   the Androids and taking the humans?
                   Why does the Warden treat us different?

                               GERNSBECK
                   Because they're fucking animals.

                               RALPH (V.O.)
                   Humans made us in their image, then scorned
                   our people. Treated us as a lower class.
                   I have eyes like you, hands like you,
                   passions like you.  If you cut me do I
                   not bleed oil? And if you wrong us, shall
                   we not seek revenge? We have learned our
                   ways from you.


         INT. CIRCULAR HALLWAY -- DAY

         Bester and Nowlan creep down the hallway, guns ready. Blast
         doors have been ripped open by a cutting torch. It's hell.
         They come up to the doorway to Cell Block 11.

                               BESTER
                   Can you get him from here?

                               NOWLAN
                   Sure. On three.

         Nowlan and Bester ready their weapons.

                               NOWLAN
                   One. Two. Three.

         Nowlan and Bester swing through the doors, guns blazing!     
         Firing at nothing.                                               
         Cell Block 11 is empty.
                                                                     35.


         Nowlan and Bester look across the hall to Cell Block 12 -
         full of Androids!


         INT. CELL BLOCK 12 -- DAY

         BLISH 7940 is jacked into the video port - sending the
         security feed from Cell Block 12 through the Cell Block 11
         wire - four video monitors on his chest show the two Cell
         Blocks, the Command Center, and the hallway.

         It's a trap.                                                  
         Ralph begins barking orders in beep-bop.


         INT. CIRCULAR HALLWAY -- DAY

                               NOWLAN
                   Shit!

         Nowlan and Bester take off running.

         Ralph 124C41 and the Androids give chase.

         Nowlan and Bester turns and fire a volley at the Androids,
         dropping a few... But they keep on coming!

         Nowlan and Bester run like hell, Androids chasing.


         INT. HALLWAY #9 -- DAY

         Nowlan and Bester enter Hallway #9, with the Androids only a
         hundred feet behind them.

                               BESTER
                   Great idea you had.  Glad I came along.

                               NOWLAN
                   It was a good plan. Kill Ralph and
                   it's over. These others won't fight.

                               BESTER
                   You sure?

         Nowlan shrugs, dives into a doorframe, and aims his gun at
         the corner of the hallway.  Bester takes cover behind him.

         WHEN THE ANDROIDS round the corner of the hall, Nowlan and
         Bester open fire.

         A half dozen Androids go down, none of them Ralph.               
         The Androids keep charging.
                                                                     36.


                               NOWLAN
                   Shit!

         Nowlan and Bester dive out of the doorframe and keep running.

                               BESTER
                   Course, if you get them angry enough,
                   they'll fight even after you kill
                   Ralph.... If you ever kill Ralph.

                               NOWLAN
                   Mister positive thinking.

                               BESTER
                   Your positive thinking almost got us
                   killed.

                               NOWLAN
                   Your lousy running's gonna get us
                   killed.  Come on!

         Nowlan and Bester pour on the speed, turning a corner into
         another Hallway.  Androids right behind them.


         INT. HALLWAY #8 -- DAY

         HALFWAY DOWN THE HALL, Nowlan and Bester spot SMITH EE17 and
         a platoon of Androids entering in front of them.

                               NOWLAN
                   Shit.

         Smith EE17 has a gun in his pincher claw - fires.

         Nowlan and Bester return fire.  When they run for cover in a
         doorway, Bester gets tagged in the leg by a bullet.

         Nowlan rolls into the cover of the doorway, and spots Bester
         trapped in the center of the floor...

         As Smith EE17 and his troops advance from one end of the
         hall and Ralph 124C41 and a half dozen Androids advance from
         the other end.

         Nowlan pumps his shotgun and rolls out to rescue Bester.

         Blam! Blam! Blam!                                                
         He gets off three shots, before getting caught in nail and
         screw cross-fire from the two groups of Androids.

                               NOWLAN
                   Al...
                                                                     37.


                               BESTER
                   Get out of here!  Run!

         A nail tags Nowlan in the arm, the shotgun goes flying out
         of his hands.  No time to save Bester.

         Nowlan rolls back to the door, uses his mag card to zip it
         open, and escapes into a storage room.


         INT. STORAGE ROOM -- DAY

         Nowlan can't just run away.  That's his best friend out there.
         He hugs the wall under a window, listening.  Frightened.

                               RALPH (O.S.)
                   Well, Cowboy, just you and me, huh?

                               BESTER (O.S.)
                   Screw you.

         Bester SCREAMS in agony.

                               RALPH (O.S.)
                   How many people in the Command Center?

                               BESTER (O.S.)
                   A hundred.  More.  Extra guards.  All
                   waiting to kill your aluminum ass.

         Nowlan sees Ralph's reflection in a chrome panel as he aims
         his hot-riveter arm at Bester.

                               RALPH
                   Wrong.  There's less than ten.

         BLAAAP! BLAAAP!                                                  
         Blood spatters over Ralph's face.                            
         Bester's head is hot riveted to the floor.

         Nowlan takes off.  Scurrying across the floor to the door on
         the far side of the Storage Room.


         INT. COMMAND CENTER -- DAY

         BAM! BAM! BAM!                                                   
         Someone is POUNDING on the door.

                               CAMPBELL
                   Who goes there?

                               NOWLAN (O.S.)
                   Nowlan. Open the door.
                                                                     38.


         Campbell disengages the booby traps, opens the door.            
         Nowlan slides in.

                               GERNSBECK
                   Bester?

                               NOWLAN
                   Dead.

         The group looks at each other.  Fear in their eyes.

         SUDDENLY, one of the mechanical humms turns into a grinding
         sound, then stops completely.

                               STILSON
                   We've got bigger problems.

                               GARBY
                   What?

                               STILSON
                   They've cut off the oxygen generators
                   for the entire complex.

                               MERRITT
                   Androids don't need air.

                               NOWLAN
                   But the rest of us do.  How much time
                   do we have on the remaining air?

                               STILSON
                   About two hours, if we take it easy.

                               NOWLAN
                   How much time until the shuttle's
                   refueled?

                               CAMPBELL
                   Little over two hours.

                               NOWLAN
                   Will there be enough fuel in two hours
                   to get us to our own Solar System?

                               CAMPBELL
                   Yeah, but not enough to land.

                               NOWLAN
                   We'll send a distress.  They can have
                   a rescue ship waiting near Pluto.

                               STILSON
                   Two hours of air.  We can make it.
                                                                     39.


                               MERRITT
                   Don't hold your breath.

         Nowlan frowns at Merritt, then sets the timer on his watch
         to count down from 2:00... Counting the minutes of air.


         EXT. PRISON BUILDING - ESTABLISHING

         The Prison frying in the sunlight.                               
         Time and air running out.


         INT. COMMAND CENTER -- DAY

         Merritt is flirting with Garby again, as Gernsbeck watches.

                               MERRITT
                   You've never done it with a Smov?

                               GARBY
                   Only humans.
                       (smiles)
                   Is it true?  What they say?

                               MERRITT
                   When a human has it, they call it
                   Diphallic Terata.  But for Smovs,
                   it's considered normal.

                               GARBY
                   I've never met a human with...
                   Diphallic Terata.

                               MERRITT
                   They're out there.  Gotta be, or else
                   they wouldn't have a name for it.

                               GARBY
                   I've never come across one.

                               MERRITT
                   Two.  You'd come across two.

                               GARBY
                   Right.  And all Smovs are....?

                               MERRITT
                   Yeah.  My gun is twins.

                               GARBY
                   Side by side?  Or over and under?
                                                                     40.


                               MERRITT
                   Over and under.

                               GARBY
                   Fascinating....

                               MERRITT
                   Does it make you uncomfortable?

                               GARBY
                   No.  I think I can accommodate you.
                   Have you named them?

                               MERRITT
                   Sure.  The one on top is Jose.

                               GARBY
                   And the one underneath?

                               MERRITT
                   That's Hose B.

         Garby smiles, and takes Merritt's arm.                           
         Gernsbeck has had more than he can take, and attacks Merritt.

                               GERNSBECK
                   Get your hands off my daughter. 
                   Fucking perverted convict.

         Merritt and Gernsbeck fight, exchanging punches.                 
         The others watch them fight it out.

         Merritt is in better condition, and grabs Gernsbeck's fist
         before it can make contact, tossing the Warden over his
         shoulder and onto the floor.

         Merritt moves over Gernsbeck, who covers his face from the
         impending stomp... Which never happens.

                               MERRITT
                   Afraid I'm gonna stomp you?
                       (beat)
                   That's the difference between you and
                   me, Verne.  You hurt people because
                   you like it.  I only hurt people in
                   self defense.
                       (beat)
                   If it were up to me, I'd let those
                   tin men have you.  Let you pay for
                   what you've done to them.

         Merritt turns and walks away.                                    
         Gernsbeck gets to his feet and attacks Merritt from behind.
         Blind-siding him.
                                                                     41.


         Nowlan pulls him off, trying to contain the Warden's attacks.

                               NOWLAN
                   Warden.  Let it go.  Just calm down.

                               GERNSBECK
                   You saw what he did to me.  We should
                   kill him.  Put a gun to his head and blow
                   his deviant brains to hell.

                               NOWLAN
                   If you don't calm down, we're going
                   to have to restrain you.

         Gernsbeck's anger bubbles over, he gets right in Nowlan's
         face.  Yelling at him, shoving him.

                               GERNSBECK
                   Restrain me?  I'm the warden, asshole.
                   I'm in control here, not you.  You're
                   just a fucking guard.  You can't even
                   keep your partner alive, why do you
                   think you can...

         Nowlan decks him.  Gernsbeck, knocked out, drops to the floor.     
         Nowlan turns to Campbell and Garby.

                               NOWLAN
                   Take him to his office and handcuff
                   him to the chair.

         They take him away.  Stilson notices blood on Nowlan's arm.

                               STILSON
                   You're hurt.

                               NOWLAN
                   I got nailed.  Nothing serious.

                               STILSON
                   Let me fix it.

         Stilson takes him into Gernsbeck's private wash room.


         INT. GERNSBECK'S WASHROOM -- DAY

         Stilson cleans and dressed Nowlan's wound.

                               STILSON
                   You going to be okay?
                                                                     42.


                               NOWLAN
                   Just a flesh wound.  Of course, it's
                   MY flesh.  OUCH!

                               STILSON
                   Sorry.  I mean, about Bester.

                               NOWLAN
                   He... He was a good man.  Wasn't afraid
                   to tell me the truth, even when he
                   knew I wouldn't like it.
                       (beat)
                   Will you tell me the truth?

         She nods slowly.  Their faces only an inch away.

                               NOWLAN
                   Think we can make it out of this?

                               STILSON
                   I don't know.  But I DO know, this
                   might be our only chance....

         She moves her face towards him, but Nowlan moves back.

                               NOWLAN
                   Fraternization is against the rules.


         EXT. PRISON BUILDING - ESTABLISHING

         In the desert outside the Prison Building, Smith EE17 and
         three androids search for a back entrance to the Command
         Center. A steel door labeled "AIRLOCK #4", they enter.


         INT. COMMAND CENTER -- DAY

         The group ignores Stilson and Nowlan when they exit the wash
         room, tension between them.

         Merritt gestures to Nowlan.

                               MERRITT
                   Look.  I was thinking.  There's a
                   couple dozen emergency rebreathers in
                   the air locks.  They might come in
                   handy if we get down to the wire.

                               NOWLAN
                   Good idea.

         Nowlan looks around the room for someone to send with Merritt.
         Stilson?  No.  Too dangerous for her.
                                                                     43.


                               NOWLAN
                   Campbell?  You and Merritt check out
                   the air locks.  Bring back all the
                   rebreathers.

                               MERRITT
                   You don't trust me?

                               NOWLAN
                   Never have.  Never will.

         Merritt accepts this, nodding slowly.                            
         Merritt turns to Campbell.

                               MERRITT
                   Let's go.

                               GARBY
                   I'm coming along.

         Merritt tries to dissuade her, but she stops him.

                               GARBY
                   You need all the guns you can get out
                   there.

                               MERRITT
                   Okay.

         THE THREE, armed and ready for action, use Garby's mag-card
         to exit through the door marked "AIRLOCKS".


         INT. HALLWAY #12 -- DAY

         The trio creeps through the hall, lights flicker around them.
         Suspense builds.  They come to a corner.

         Merritt gestures for Garby and Campbell to hold back as he
         scouts ahead.


         INT. HALLWAY #13 -- DAY

         Merritt peeks around the corner into Hallway #13.                
         The hall is empty all the way to the Airlocks at the end.

         Lights flicker, and several doorways are dark...                 
         Maybe with Androids hiding inside them.

         Merritt creeps down the hall.                                    
         Tension builds as he passes each dark doorway.               
         But nothing happens.
                                                                     44.


         When he gets to the end of the hall, and the Airlock doors,
         he gestures for Garby and Campbell to join him.

         Garby and Campbell creep down the hall, guns ready.  Each
         time they pass one of the dark doorways, tension builds.

         At the Airlock door, the trio gives the hallway behind them
         a final sweep.

                               GARBY
                   Looks clear.

                               MERRITT
                   Looks are deceiving.

                               CAMPBELL
                   Let's get the rebreathers and get the
                   hell out of here.

         Merritt nods, and gestures for Campbell to open the door
         while he and Garby cover.

         Campbell slowly opens the Airlock door.                          
         Nothing inside but darkness.

                               GARBY
                   Let's make this quick.

         Campbell nods and enters the Air locks.


         INT.  AIRLOCKS -- DAY

         Campbell takes a step inside the dark airlocks.              
         Darkness.                                                 
         He shines his flashlight at the floor. No sign of Androids.

         Campbell crosses the darkness to the rebreathers.              
         Pulls one off the rack and tosses it out the door.

                               CAMPBELL
                   Coming at ya.


         INT. HALLWAY #13 -- DAY

         Merritt grabs the rebreather, slings it over his shoulder.
         Garby grabs the next one, slings it over her shoulder.


         INT. AIRLOCKS -- DAY

         Campbell reaches for the next rebreather, hears a noise.
                                                                     45.


                               CAMPBELL
                   Who goes there?

         He shines his flashlight - sees nothing.                      
         WHAM!                                                          
         A metal claw grabs him!  Campbell shines the flashlight at
         the ceiling...

         SMITH EE17 and three Androids hang from the ceiling like
         bats - using their built in gravity boots.  Smith yanks
         Campbell off his feet and THROWS HIM!


         INT. HALLWAY #13 -- DAY

         He flies out of the airlock, skids between Garby and Merritt.

                               MERRITT
                   We aren't alone.

         Androids spill out into Hallway #13 lead by Smith EE17.

         Campbell tries to stand up, but his leg is broken - bent
         backwards.  He screams, falls to the floor.

         Nails and screws ricochet around Garby and Merritt as they
         race away from the airlock, dragging the rebreathers.

         Merritt turns, sees Campbell trying to crawl away.

                               MERRITT
                   Come on!

         He provides cover fire, blasting some of the Androids.    
         Sending one slamming backwards in a shower of sparks.

         Campbell crawls along the floor, leg bent backwards.

         Garby stops running and joins in the cover fire.                 
         But Merritt realizes they don't have a chance.                   
         He turns to her between blasts and yells.

                               MERRITT
                   Get out of here.  Run!

                               GARBY
                   What about...

                               MERRITT
                   Just run, I'll hold them.

         A look between them, then Garby takes his rebreather, and
         runs like hell.
                                                                     46.


         Merritt tries to save Campbell.

                               MERRITT
                   Campbell.  Come on.

         One of the Androids raises his cross-bow arm and fires.

         Merritt hits the dirt, rolling across the hall and popping
         to his feet. The arrow, on a bungee, zips over Merritt's
         head, then zips back into the Android's cross-bow.

         Merritt fires cover shots, trying to force the Androids back,
         so that Campbell escape.

                               MERRITT
                   Come on!  Come on!

         Campbell crawls towards Merritt.                               
         Closer.                                                        
         Closer.                                                    
         Almost there.

         Smith EE17 comes after Campbell - evading Merritt's gunfire.

         The Android aims at Merritt and fires his cross-bow.      
         The other Android has a spray painter attachment - fires a
         stream of blue paint at Merritt.

         Merritt dives around the corner to Hallway #12.                  
         Paint and the arrow slam into the corner of the hallway.

         Campbell keeps crawling, but Smith EE17 grabs him.

                               SMITH EE17
                   Not so fast.

         Campbell struggles to get away, but can't.


         INT. HALLWAY #7 -- DAY

         Garby runs down the hallway to the Command Center door.
         Passing dark doorways along the way.

         WHAM!  A shower of sparks shoots out a doorway as Garby passes
         it, as a light fixtures short circuits.

         Garby keeps running to the end of the hallway, and the safety
         of the Command Center.
                                                                     47.


         INT. HALLWAY #13 -- DAY

         Merritt tries to force Smith EE17 away from Campbell, but is
         forced back around the corner by a blast of paint and arrows.

         Campbell is dragged back by Smith EE17's claw.  He uses his
         good foot to kick the claw off of him, but Smith grabs for
         his neck. Campbell grabs the claw, pulling it away.

         Campbell and Smith EE17 wrestling back and forth - razor
         sharp pincher claw snapping between them. Campbell gets the
         claw twisted around so that it's on Smith's neck.

                               CAMPBELL
                   Damned hunk of tin.

         Smith EE17 twist the claw around to Campbell's neck.

                               SMITH EE17
                   Human scrap.

         Campbell sees the claw ready to squeeze his neck, pushes it
         up only moments before it snaps closed.

         Clink!                                                         
         It cuts off the tip of Smith's nose.

         Smith EE17 yanks his claw away from Campbell, then clubs him
         over the head with it.  Knocking him out.

         Smith EE17 turns to the other Androids, points to Merritt,
         speaks in beep-bop.  The Androids advance.


         INT. HALLWAY #7 -- DAY

         Garby pounds on the Command Center door.

                               GARBY
                   Let me in!  Let me in!

         No one answers.  She can hear Androids getting closer.

         She pounds on the door some more, then remembers her mag-
         card key.  Fumbles, trying to find it, swipes it through the
         lock.  The Command Center door opens, she squeezes inside...


         INT. COMMAND CENTER -- DAY

         Right into Hell.                                                
         The Command Center is under siege again.                        
         Under attack by an army of Androids lead by Ralph 124C41.
                                                                     48.


         When Garby squeezes through the door, Nowlan spins, aiming
         his gun at her... Ready to fire.

         When Nowlan sees who it is, he yells:

                               NOWLAN
                   Shut the door and get down!

         Then Nowlan goes back to BLASTING Androids.


         INT. HALLWAY #13 -- DAY

         Merritt fires over his shoulder at the advancing androids.
         Misses.

         One Androids sprays a blast of blue paint - which changes to
         green then yellow mid-stream.                            
         The other Android fires his bunjee-arrow.

         Merritt dives around a corner and both just miss him... except
         for a splash of blue paint that tags his leg.


         INT. HALLWAY #12 -- DAY

         Merritt bolts to the end of the hallway, dives into the next
         hallway seconds before the paint and arrows blast him.


         INT. HALLWAY #11 -- DAY

         Merritt rolls to his feet, aims his gun and fires.

         The Painter Android is blown backwards in a shower of sparks.

         Merritt aims at Cross-bow and pulls the trigger.                
         Click.                                                           
         His gun is out of shells.

                               MERRITT
                   Swell.

         Cross-bow laughs in beep-bop - a weird metallic laughter.
         Aims his cross-bow at Merritt's head.

         Merritt throws the gun at him.                                   
         Scoring a direct hit on his face.  Cutting off his laughter.

         Cross-bow fires his arrow... on his way down to the floor.
         The arrow lodges in the hallway ceiling.                 
         Cross-bow BUNGEES to the ceiling of the hallway.          
         Trapped.
                                                                     49.


         Merritt takes off running.


         INT. HALLWAY #9 -- DAY

         Merritt runs, hears beep-bop chattering behind him...

         SIX ANDROIDS erupt from a Cell Block door and give chase.

         Merritt dives into the next hallway and pours on the speed.


         INT. HALLWAY #6 -- DAY

         Merritt runs down the hall, chased by the six Androids.

         Merritt gets to the Command Center door, realizes he has no
         mag-key.  POUNDS on the door.

                               MERRITT
                   Let me in!  Let me in!

         The six Androids are almost on top of him.

                               MERRITT
                   Unlock the damned door!

         Merritt continues pounding, as the androids get closer.


         INT. COMMAND CENTER -- DAY

         It's hard to hear Merritt's pounding over the din of gunfire. 
         Garby, Nowlan, Stilson and Pratt blast at the army of androids
         outside the windows.

         Garby fires out a window, but hears the pounding.      
         Without turning from the gun battle, she unlocks the door
         with her foot.

         Merritt squeezes in... but so do a dozen android arms! 
         Merritt tries to push the door closed.                           
         The Androids are stronger.                                       
         Merritt looks for help, everyone is blasting outside androids.

                               MERRITT
                   Swell.

         Android hands claw at him, he tries to press the door closed. 
         There's no way he can hold them back.

                               MERRITT
                   Throw me a gun! Throw me a gun!
                                                                     50.


         Nowlan tosses Merritt his 44 Magnum.                             
         Merritt catches the gun with one hand.                    
         Jumps back from the door.

         ALL SIX ANDROIDS rush into the room.

         MERRITT quick fires: six shells, six androids, six head shots.

         ALL SIX ANDROIDS go down in a shower of sparks.

                               MERRITT
                   Help me take out this garbage.

         While Pratt, Nowlan and Stilson hold the fort, Garby helps
         Merritt push the six android bodies out of the Command Center.

         They close and lock the door.                                  
         Merritt takes cover next to Nowlan as he reloads.

         Nowlan fires and talks simultaneously.

                               NOWLAN
                   Where's Campbell?

                               MERRITT
                   They got him.

         Nowlan stops firing and looks at Merritt.

                               GARBY
                   He's alive, Nowlan.  But he's theirs.

                               NOWLAN
                   That's the only pilot we've got.

         Everyone looks at Merritt, letting this bad news sink in.

                               MERRITT
                   Don't get them pissed, who knows what
                   they'll do to him.

         Nowlan gives Merritt a look, goes back to blasting Androids. 
         Every time Nowlan sees an Android head, he fires at it. 
         It's like an arcade game... "Doom", maybe.

                               NOWLAN
                   Who's next?  Step right up.

         Blam!  Nowlan fires.

                               NOWLAN
                   We have a winner.
                                                                     51.


         THE BATTLE CONTINUES with Pratt, Nowlan, Stilson, Garby, and
         Merritt blasting away. Nails, screws, rivets fly through the
         Command Center, shattering computer screens.

         Garby pulls back from the window...                          
         Sparks rain down on her from the solid steel wall...     
         DELREY 2525 is cutting through the wall!                  
         Garby aims through the molten hole and fires.


         INT. PRISON COMMONS -- DAY

         DELREY 2525 blasts back - cutting two other Androids in half
         with his cutting torch.


         INT. COMMAND CENTER -- DAY

         Garby aims through the hole, blows some Androids to hell.

         Pratt spots Coblentz HL2000, takes aim, and fires.

         Misses. Coblentz sends a stream of screw-fire at Pratt.

         Pratt hits the dirt as boards covering the window splinter.
         Screws ricochet through the room, shattering glass.

                               GARBY
                   Now he's angry.

                               PRATT
                   I was hoping he'd be dead.

         Garby and Pratt pop up at the same time, blasting at Coblentz
         and his Androids, forcing them back.

         Merritt blasts a half dozen Androids, forces the others back.

         Nowlan fires two guns through the barricades, forcing Androids
         to take cover.

         SUDDENLY, the shooting from outside stops.                     
         The silence is deafening.

         Nowlan rises up slowly, looking out the window.

                               NOWLAN
                   They're gone.

                               MERRITT
                   They've fallen back to regroup. 
                   They'll attack again.
                                                                     52.


                               NOWLAN
                   Stilson, check the monitors.  Tell me
                   where they are.

         No response.

                               NOWLAN
                   Janet?

         Nowlan moves across the Command Center to her... finding her
         dead.  Shot by screws in the cross-fire.

                               NOWLAN
                   Janet.

         He cradles her in his arms, fighting back the tears.

         The others just watch him, unsure what to do.

         Nowlan holds her face up to his and kisses her gently.

                               NOWLAN
                   Sweet dreams.

         Then sets her body down, closes her eyes, then looks at Garby.

                               NOWLAN
                   It's the only time I ever kissed her. 
                   I always wanted to.  We used to flirt
                   back and forth.  Joke about her serving
                   under me.  I used to think about
                   holding her. Touching her face... But
                   fraternization is against the rules.
                       (frowns)
                   I always have to play by the rules.
                   Do what's right... even when it's
                   wrong.  Even when it's too late.
                       (beat)
                   It's always too late.

         Nowlan is about to totally break down.                           
         Merritt crosses the room and pulls him to his feet.

                               MERRITT
                   Nowlan, this thing isn't over yet.

                               NOWLAN
                   It's over.  First Bester, now Janet...

                               MERRITT
                   You've got to pull yourself together.
                   At least until we're out of here.
                       (beat)
                   We can't do this thing without you.
                                                                     53.


         Nowlan looks at Merritt, confused by his compassion.

                               NOWLAN
                   I... I can handle it.

         Merritt nods slowly, and lets go of Nowlan.


         INT. COMMAND CENTER -- LATER

         Merritt zips Stilson up in a body bag.  Then looks at the
         others.  Pratt looks at the bag.

                               PRATT
                   Maybe we should say some words or
                   something.

                               MERRITT
                       (sotto)
                   Too bad they shot the Preacher.

         Garby moves down next to the body bag.  Pratt bows his head.

                               GARBY
                   Janet, you were a good friend in a
                   world where friends are hard to find. 
                   And Good is even harder.
                       (beat)
                   You'd walk among the prisoners, and
                   never show fear.  I don't know how
                   you did that.
                       (beat)
                   Where ever you are now, walk without
                   fear.  And know that we'll miss you.

         A moment of silence.

         Then Merritt looks at Nowlan.

                               MERRITT
                       (softly)
                   Come on.  Give me a hand.

         Merritt picks up one end of the body bag, and Nowlan lifts
         the other.  Difficult at first, but Nowlan manages to control
         his emotions, and just do the work.


         INT. GERNSBECK'S OFFICE -- DAY

         Gernsbeck looks up as the door opens.
                                                                     54.


                               GERNSBECK
                   You going to let me out?  So I can
                   punish that...

         He sees Nowlan's expression and stops. They carry the body
         bag into the room and set it down.

                               GERNSBECK
                   Who is it?

                               MERRITT
                   Stilson.

                               GERNSBECK
                   You can't leave her here!  I won't
                   stand for it.  I refuse to be in the
                   same room with her!  She's dead!

         Merritt crosses and grabs Gernsbeck's collar.

                               MERRITT
                   Look, asshole, we're all going to be
                   dead in an hour and a half.  We're
                   running out of oxygen, and they just
                   captured our pilot.
                       (beat)
                   Things are pretty well fucked, here,
                   Verne. The last thing we need is a
                   lot of screaming from some sadistic
                   pile of shit like you.
                       (beat)
                   So take my advice: Shut the fuck up.

         Merritt lets go of Gernsbeck, drops him back into his chair. 
         Turns to Nowlan, staring at the body bag, on the verge of
         cracking again.

                               MERRITT
                   Come on.  We've got work to do.

         Nowlan turns from the body bag. They leave Gernsbeck's office.


         INT. COMMAND CENTER -- DAY

         And walk into Hell.

         Pratt is holding the Command Center hostage, and the moment
         Nowlan and Merritt enter, he swings his gun on them.

         Merritt casually raises his hands.
                                                                     55.


                               MERRITT
                   Shouldn't you be aiming that thing
                   outside?

                               PRATT
                   I'm getting out of here.

                               MERRITT
                   There's the door.

         Merritt nods to the door, and the Androids beyond.

                               PRATT
                   Don't you get it, man? We're all gonna
                   die. First it was the Joker, then the
                   Preacher, then Cowboy, now the Girl.
                       (beat)
                   I mean, it's getting down to the nubs,
                   here.
                       (beat)
                   Next it'll be the Marshal and Daddy's
                   Girl... And after that it's either
                   you or me.
                       (beat)
                   I'm not hanging around long enough to
                   find out which.

                               NOWLAN
                   Where do you plan on going?  Seems to
                   me we're trapped.

         Pratt swings the gun towards Nowlan.

                               PRATT
                   Why don't we just get on the shuttle
                   and get out of here?

                               NOWLAN
                   We wouldn't get far before we ran out
                   of fuel.
                       (beat)
                   Then we'd be adrift in the galaxy
                   without any life support systems.

                               PRATT
                   At least nobody'd be shooting at us.

                               MERRITT
                   Sure, why give up a quick death when
                   we could die slowly of asphyxiation?

         Pratt reaims his gun at Merritt.                                 
         Behind him, Garby slowly creeps forward.
                                                                     56.


                               PRATT
                   I don't need any shit from you,
                   Merritt.

                               MERRITT
                   What do you want, Pratt?  The good news? 
                   There isn't any.  We're stuck on this
                   piece of shit planet for the next hour
                   and a half while the ship fuels.
                       (beat)
                   Now we can argue about it, and we can
                   fight about it, but we can't change
                   it.  So quit pointing the damned gun
                   at me.

         Pratt keeps the gun aimed at Merritt.                            
         Garby takes another step closer, ready for action.

                               PRATT
                   Why don't we wait in the shuttle,
                   then?

                               NOWLAN
                   Look at how much damage they've done
                   to this room.
                       (beat)
                   The shuttle couldn't take this much
                   damage and survive.  We'd never get
                   off the planet.

         Garby takes another step... And Pratt swings around, aiming
         his gun at her.

                               GARBY
                   You see, Pratt, we're the bait.  As
                   long as they're attacking us, they're
                   leaving the shuttle alone.

                               PRATT
                   Man, I can't take any more of this
                   fighting...  I'd rather end up drifting
                   through the galaxy in the shuttle
                   then be some sitting duck for those
                   droids.

                               NOWLAN
                   At least here we have a chance, Pratt.

         Pratt aims at Nowlan, and Garby attacks.

         She grabs the gun barrel, twisting it up at the ceiling.        
         BLAM!                                                           
         The gun discharges, showering them with debris.
                                                                     57.


         Pratt pulls the gun back down.                          
         BLAM! BLAM!

         The gunshots force Merritt and Nowlan to hit the dirt.

         She struggles, pressing the gun back up at the ceiling.        
         BLAM! BLAM!

         Pratt pushes the gun around until it is aimed directly at
         Garby.  His finger tightens on he trigger.

                               PRATT
                   Last words, Bitch?

         Garby looks down the gun barrel, she's about to die.        
         Pratt's finger continues squeezing the trigger.                
         Garby lets go and ducks out of the way quickly.             
         BLAM!

         Bullet goes wild, hitting the vidmap with a shower of sparks.

         Merritt jumps to his feet and tackles Pratt to the floor.
         They crash into a work station, sending it down.

         When they stop rolling, Merritt is on top of Pratt. But Pratt
         still holds the gun.  He aims it directly at Merritt's face.

                               PRATT
                   Get off me, or I'll blow you to hell.

                               MERRITT
                   Try it.

         Pratt touches the gun barrel to Merritt's face.                
         Pulls the trigger.                                               
         Click.  Out of shells.

                               MERRITT
                   You've got to learn how to count.  At
                   least as high as six.

         Merritt slams the gun out of Pratt's hands and pins him to
         the floor.

                               MERRITT
                   Look, Pratt, we're all in this
                   together.  Flesh against steel.  If
                   we start breaking up, fighting each
                   other, they'll kill us one by one.
                       (beat)
                   The only strength we have is working
                   together.
                                                                     58.


                               PRATT
                   You're gonna throw in with that screw?

                               MERRITT
                   What choice do I have?  What choice
                   do ANY OF US have?

         Merritt points at Nowlan.

                               MERRITT
                   I may hate him.  I may wish him dead.

         Nowlan gives Garby a look.

                               MERRITT
                   But the four of us are stuck here
                   together.  And we're not getting out
                   of here any time soon.
                       (beat)
                   So I've got to learn to work with
                   him.  And work with you.
                       (beat)
                   I may not like it, but I don't see me
                   having much choice in the matter.  Do
                   you?

         He lets go of Pratt and moves to his feet.  Pratt just lays
         there.  Finally Merritt reaches a hand down to help him up.

         Pratt looks at Merritt's hand and reluctantly accepts.

         Merritt pulls Pratt to his feet, then the two separate. Pratt
         goes off to sulk, Merritt examines a cut from the scuffle.

         Nowlan crosses to the Vidmap.  It's completely destroyed.

                               NOWLAN
                   No more early warning system.

                               PRATT
                       (sarcastic)
                   There goes our advantage.

         Merritt goes into the wash room next to Gernsbeck's office
         to wash and dress his wound.


         INT. GERNSBECK'S WASHROOM -- DAY

         Merritt is wrapping the cut as Garby enters, letting the
         door close behind her.
                                                                     59.


                               GARBY
                   That was a nice speech, but did it
                   mean anything?
                       (beat)
                   Or were you just making music to sooth
                   the savage beast?

                               MERRITT
                   Meant every word.

                               GARBY
                   Especially the part about wishing
                   Nowlan were dead?

                               MERRITT
                   I might have exaggerated.

         She moves closer to him, serious, now.

                               GARBY
                   Do you really think we're going to
                   get out of this alive?

                               MERRITT
                   I don't know.  But I have to keep
                   coming up with plans and possibilities,
                   or we're as good as dead.

                               GARBY
                   Then this might be my only chance.

                               MERRITT
                   To do what?

                               GARBY
                   To find out if what they say about
                   Smovs is true.

         She moves into his arms and kisses him gently on the lips.


         INT. GERNSBECK'S OFFICE -- DAY

         Gernsbeck sees the silhouettes come together through the
         pebbled glass of the connecting door.


         INT. GERNSBECK'S WASHROOM -- DAY

         When Merritt kisses back, Garby pulls away a little.             
         After flirting with Merritt for years, here they are about
         to make love... and she's not sure she'd ready for it.
                                                                     60.


                               GARBY
                   I've never done it with an alien
                   before.

                               MERRITT
                   We're all alien to somebody.
                       (beat)
                   We look different, we smell different,
                   we act different.  But even if we
                   found someone who looked just like
                   us, they wouldn't be us. They'd be
                   their own person.  Have their own
                   thoughts, their own needs.
                       (beat)
                   You can spend your whole life thinking
                   about how different you are than other
                   people.  Me?  I'd rather think about
                   the ways we're the same.

         Merritt kisses her gently.

                               MERRITT
                   Smovs kiss the same as humans.

         They kiss again, more passionately.  She runs her hand under
         his shirt, feeling his chest.

                               MERRITT
                   We feel the same as humans.

         Another kiss.  They begin removing each others clothing,
         gently kissing each new exposure of flesh.

                               MERRITT
                   We love the same as humans.

         Their passion flares as they kiss again, bare chest against
         bare chest.


         INT. GERNSBECK'S OFFICE -- DAY

         Gernsbeck struggles against the handcuffs.

                               GERNSBECK
                       (sotto)
                   No. No. No. No. No. No. No.

         Practically frothing at the mouth as the silhouettes of his
         daughter and the alien move close again.
                                                                     61.


         INT. COMMAND CENTER -- DAY

         Nowlan watches the remaining monitors for signs of the
         Androids.  Nothing.

                               NOWLAN
                   They're out there someplace.

         Pratt re-barricaders the windows.  Using the rest of the
         furniture to block any holes.


         INT. GERNSBECK'S WASHROOM -- DAY

         Merritt moves his hand under her skirt, pulling her panties
         down her legs.  Garby kicks them off, then guides his hand
         back under her skirt.

                               GARBY
                   Almost the same.

         They kiss again.  Then they glide to the floor and make love.


         INT. GERNSBECK'S OFFICE -- DAY

         Gernsbeck fights harder against the restraints as he hears
         intimate laughter from the next room.

                               GERNSBECK
                   No.  He's a filthy alien.  A damned
                   prisoner.   Garby... Garby...

         His voice becomes softer, resigned to the fact that his
         daughter is no longer under his control.  Maybe never was.

         Gernsbeck looks over to the body bag on the floor across
         from him.

                               GERNSBECK
                       (sotto)
                   Garby....

         Shadows flutter over the pebbled glass.


         INT. COMMAND CENTER -- DAY

         Pratt finishes barricading the windows.

         Nowlan watches the screens for signs of action.                  
         They show only empty hallways.  A sound behind him.
                                                                     62.


         Nowlan spins to see Merritt exiting the washroom, tucking in
         his clothes.

                               MERRITT
                   How much time until the shuttle's
                   refueled?

         Nowlan looks at his watch.

                               NOWLAN
                   A little over an hour.

                               MERRITT
                   And until we run out of air?

                               NOWLAN
                   About the same.

         Merritt nods, and joins Pratt.

                               MERRITT
                   We're gonna need a couple minutes
                   head start to get to the shuttle.

                               PRATT
                   Yeah?

                               MERRITT
                   Can we rig one of the doors to close?

                               NOWLAN
                   Sure. But where do we get the power?
                   All this equipment's hard wired in.

                               MERRITT
                   Batteries.

         Merritt points at Nowlan's equipment belt.

                               MERRITT
                   There's one in your PDA. Enough juice
                   in there to slow 'em down for a minute.

         Nowlan unclips the PDA, tosses it to Merritt, who begins to
         hot wire a door circuit on the control board.

         Nowlan looks back at the monitor...

         ON THE MONITOR

         RALPH 124C41 holds a gun to Campbell's head.
                                                                     63.


                               RALPH
                   Attention human scrap.  Let's make a
                   deal.  Flesh for flesh.  This worthless
                   piece of scrap for the Warden.
                       (beat)
                   Give us Gernsbeck, and we'll let you
                   go.  We have no rift with you, it's
                   the Warden who has hurt us.  And it
                   is HE who will pay.
                       (beat)
                   So?  Do we trade?  This one for the
                   Warden?


         INT. COMMAND CENTER -- DAY

         Merritt looks at Nowlan.

                               MERRITT
                   I say we hand over the son of a bitch.

                               NOWLAN
                   I thought we were all in this together?
                   Flesh against steel?

                               MERRITT
                   The Warden's different.

                               NOWLAN
                   How?

                               MERRITT
                   They wouldn't be out there if it
                   weren't for that son of a bitch.

         Nowlan aims his gun towards Merritt.

                               NOWLAN
                   I say we take a vote.

                               MERRITT
                   I vote we trade him.

                               PRATT
                   Trade him.

                               NOWLAN
                   I'm against it, and so's Gernsbeck...

                               MERRITT
                   That's two for, two against.

                               NOWLAN
                   Garby.
                                                                     64.


         All eyes are on Garby. The deciding vote.

                               GARBY
                       (pleading)
                   You can't make me do this.  He's my
                   father.

                               MERRITT
                   You've got to decide.

                               GARBY
                   Look, he's an asshole.  He's always
                   been an asshole.  He can't help it.

                               NOWLAN
                   Which is it?  For or against?

         Garby looks at her father's office, making the toughest
         decision of her life.

                               GARBY
                   We can't get out of here without a
                   pilot.  We can wait the two hours
                   until the shuttle's fueled, but if no
                   one can drive it, we're stuck...
                   Trapped.

         She turns away from the others, breaking down.

                               GARBY
                   I'm sorry.  God, I'm sorry.

         Merritt raises his gun at Nowlan.

                               MERRITT
                   You heard the woman.  We trade.

         Merritt switches on the microphone.

                               MERRITT
                   Okay, tinman. We trade.

         Ralph 124C41 laughs in beep-bop.


         INT. HALLWAY #9 -- DAY

         Ralph 124C41 laughs in beep-bop when he sees Gernsbeck... 
         Shackled in hand and leg cuffs.

         THE EXCHANGE is like something from a Cold War spy novel.

         On one end of the hallway: the ARMY OF ANDROIDS lead by Ralph
         124C41, who holds his rivet-arm to Campbell's head.
                                                                     65.


         On the other end of the hallway: Pratt, Nowlan and Garby aim
         guns at the Androids, while Merritt tries to control the
         screaming, pleading Warden Gernsbeck.

                               GERNSBECK
                   You can't do this to me.  They'll
                   kill me.  Don't you understand? 
                   They'll KILL me.

                               MERRITT
                   If you don't shut up I'll kill you.

                               GERNSBECK
                   Please Merritt...

         Merritt ignores him, looking at the far end of the hallway
         where Ralph holds the gun to Campbell's head.

                               MERRITT
                   Okay.  We trade.

                               RALPH
                   Not you.  The guard.

                               MERRITT
                   What do you mean?

                               RALPH
                   The Guard brings me the Warden.
                   Unarmed.

         Merritt and Nowlan exchange looks.  Then Nowlan hands Merritt
         his rifle and takes hold of Gernsbeck's shackled hands.

                               RALPH
                   Now.

         Ralph and Campbell begin advancing to the center of the hall,
         at the same speed as Nowlan and Gernsbeck.

         THE FOUR face off in the center of the hall, a dozen feet
         between them.  Ralph keeps his riveter jambed into Campbell's
         head.  Nowlan has a six shooter, hidden behind his back.

                               RALPH
                   This one must be pretty important, if
                   you'll trade the warden for him.

         Tension.  They can't let Ralph know how important Campbell
         is.  They can't let him know he's the pilot.

                               NOWLAN
                   He's just a tech.
                                                                     66.


                               RALPH
                   I've never seen him before.

                               NOWLAN
                   They sent him on the shuttle to look
                   over the computer systems for salvage.

                               RALPH
                   Computer tech?  We should keep him.
                   Use him for repairs after you've gone.

                               NOWLAN
                   He's just a junk man...

                               RALPH
                   A junk man? You know what he told me?
                   He told me he was the shuttle pilot.
                       (smiles)
                   Now why would he lie like that?

                               NOWLAN
                   Just let him go. You can have the
                   Warden.

         Ralph 124C41 laughs.

                               RALPH
                   No.  We'll TAKE the Warden.

         BLAM!                                                            
         Ralph blows Campbell away - hot rivet shooting through his
         head, then contracting and popping his skull.               
         Ralph reaims his riveter at Gernsbeck.

         Gernsbeck starts screaming.

                               GERNSBECK
                   Please. Please don't hurt me. Please.

         Nowlan kicks Ralph's rivet-arm aside, quick draws his pistol,
         blasts until the Androids dive for cover.

                               MERRITT
                   Come on!

         Merritt, Pratt, and Garby give cover fire for Nowlan and
         Gernsbeck. Blasting away at the Army of Androids.

         Gernsbeck starts hobbling back to the group.

         Ralph aims his rivet-arm at Nowlan.                              
         BLAM! BLAM! BLAM!                                                
         The two exchange gunfire, like Cowboys at high noon.
                                                                     67.


         Gernsbeck stuck in the middle.

         BLAM! BLAM! BLAM! BLAM!                                         
         A close quarters shootout, something from a John Woo movie.
         Except hot lead vs. hot rivets.

         SIMAKURT 14 steps into the center of the hall,