

















                         PEARL HARBOR


                              by

                        Randall Wallace























                          EARLY DRAFT








Out of BLACK we hear the sound of an airplane roaring by.

EXT.  POV OF AN AIRPLANE

Flying over American heartland.  We see the earth through the
pilot's perspective as sky and ground swap positions, the
plane swooping down and storming over the ground.

THE PLANE

is a biplane, racing over a field lush with young plants.  It
releases a trail of crop spray, and climbs again...

Up into a crystalline blue sky where sunshine pours like
honey over family farms stretching to the horizon.  Maybe
it's not heaven, maybe it's just Tennessee.  But as long as
there's been an America, men have fought and died for this
place -- as volunteers.

Far off, but visible from the plane is

A BARN - DAY

The barn is unpainted except for hand lettering that says
"McCawley Crop Dusting." Another plane noise, this one made
by kids, brings us to TWO BOYS, sitting in the shell of an
old plane propped on crates, scavenged of it's engine, seats,
and wheels.

The boys sit in it's cockpit, butts crowded onto the nail keg
they've replaced the seat with.  They've even attached a 2x4
as propeller, as if their imaginations needed any help.  They
wear overalls and have bowl haircuts:  RAFE and DANNY, 10
years old.

                     RAFE
          Bandits at 2 o'clock.

                     DANNY
          Power dive!

They buzz their lips in a flying noise and work the controls,
Rafe's bare feet on one pedal, Danny's on the other.

                     RAFE
          It's Germans!

                     DANNY
          Kill the bastards!

Rafe looks at Danny in shock -- then they both laugh and go
right back into their game, manufacturing their own machine
gun and engine sounds.

                     RAFE
          Good shooting, Danny!

                     DANNY
          Good shooting, Rafe!

                     RAFE
          Land of the free...

                     DANNY
          Home of the brave!

                     RAFE
          There's another one!

Their vocal motors roar again... But a man's hand grabs Danny
by the straps of his overalls and jerks him from the cockpit.

It's Danny's FATHER and he's a fearsome sight; drunk, his
hair uncombed, his face unshaven, his teeth -- those still
left -- are rotting.  He's also missing an arm; but the one
that's left is potent, and he's shaking Danny with it.

                     DANNY'S FATHER
          You no count boy!  Johnson come lookin',
          said he'd pay a dime for you to shovel
          his pig shed, and I can't find you no
          place.

                     DANNY
          Daddy, I told you I was comin' here.

His father slaps him off his feet.  Rafe is so horrified he
can't get a sound out.  Danny isn't even surprised.  But when
his father snatches him up again, twisting the overall straps
so tight they choke him, he struggles.  It does no good; his
father starts marching across the field, dragging and
strangling Danny.

                     DANNY
          Da!... Dad...

The father's drunken anger makes him oblivious -- until
CRACK!  The 2x4 propeller slams him across the back, knocking
him to the ground and making him drop Danny.

The father rolls over to see 10-year-old Rafe, holding the
2x4 like a bat.

                     RAFE
          Let him alone!

The father's eyes bulge in rage; he struggles to his feet.

                     DANNY
          Rafe... Daddy... No!

The man looks murderous, but Rafe draws back the board.

                     RAFE
          I'll bust you open, you...German!

The words ring something deep in the man's booze-broken
brain.  He begins to cough, convulsively; it brings a blossom
of blood to his mouth.  He wipes it with his hand, but blood
clings to his teeth.  He chokes out --

                     DANNY'S FATHER
          I fought the Germans.

He looks at Danny in shame, with the realization of what he's
just done.  He turns and staggers away.

Danny looks at Rafe -- a communication between boys joined by
something deeper than blood.  Then Danny runs off after his
father.

                     DANNY
          Daddy!  Daddy!  Wait.

Danny catches him, takes his father's hand, and walks away
with him.

The crop duster we saw in the air has just landed, behind
Rafe.  The pilot, RAFE'S FATHER, shuts off the engine.

                     RAFE'S FATHER
          What's goin' on, son?

                     RAFE
          Nothing.  Danny's Dad just come to get
          him.

Rafe turns back to the ramshackle plane and replaces the 2x4
propeller.  His father looks toward Danny and his father,
walking away, then looks at his own son.

                     RAFE'S FATHER
          Hey, boy -- you wanna go up?

Rafe can't believe it; he runs to the plane and hops into his
father's lap.  As his father cranks the engine and tucks him
into the harness, Rafe says --

                     RAFE
          Daddy, sometime will you take Danny up
          too?

                     RAFE'S FATHER
          Sure will, son.

The engine races to life...and we --

                                                 DISSOLVE TO:

EXT.  NEW JERSEY AIR BASE - DAY

American P-40 fighters blast through the air, props screaming
and wind singing by their wings.

There are eight pilots in their individual seats, and we
focus on two:  RAFE MCCAWLEY has grown lean and handsome.
And DANNY WALKER is very much the same.

Their planes start swapping positions in the formation; while
the other guys are flying along in a tight line, Rafe and
Danny are playing, one of them gunning his engine to go high,
the other diving and coming back up in his place,
leapfrogging.

It scares the other guys, having their planes flashing in and
out, so close.  The TRAINING CAPTAIN, watching through
binoculars on the ground, talks into his RADIO --

                     TRAINING CAPTAIN
          McCawley!  Walker!  Cut that out!

                     RAFE
          I thought this was a training flight.
          I'm just trying to give Danny some
          training.

                     DANNY
          Not on your best day, boy!

Rafe grins and guns his plane low, in the opposite direction
he was moving before.  Danny reacts almost instantly...
leapfrogging in the opposite direction, scaring the piss out
of everybody else.

                     TRAINING CAPTAIN
          That's it, get into a wedge!

The squadron responds, forming up into a tight V, Rafe and
Danny just behind and on either side of the center.

                     RAFE
          Didn't you say test the limits?

                     DANNY
          Hey, you wanna test my limits, you better
          line up a couple dozen women on the
          GROUND...cause I got NO limits in the
          air!

Rafe grins, loving the challenge.  Then he and Danny do the
leapfrogging maneuver laterally, swapping sides in the V.

                     TRAINING CAPTAIN
          Everybody down!

EXT.  NEW JERSEY AIRFIELD - DAY

The planes land in tight order and taxi off the runway; shut
down their props, slide back the canopies and hop down.  We
see young pilots we'll get to know:  ANTHONY, BILLY, RED.

                     TRAINING CAPTAIN
          Where are McCawley and Walker?

EXT.  RAFE AND DANNY - STILL IN THE AIR - DAY

They've circled to opposite ends of the airfield and are now
heading right at each other, like two bullets playing
chicken.

                     TRAINING CAPTAIN
          Aw shit...

INT.  THE COCKPITS

From Rafe and Danny's POV, the rush is awesome.

THE PILOTS ON THE GROUND watch in awe as the P-40's get so
close they can't possibly get out of each other's way.
Billy, the most boyish-faced of the pilots, yells to drown
out the sound of the collision...

At the last instant, both planes snap a quarter turn so that
their wings are vertical, and they shoot past each other
belly to belly.

IN THE COCKPITS

Rafe and Danny burst out laughing.

THE PILOTS ON THE GROUND

laugh and congratulate each other.

                     TRAINING CAPTAIN
          You know what they say... You can take the
          crop duster out of the country -- but
          don't put him in a P-40.

Rafe banks to land, and Danny tucks in behind him.  Danny has
Rafe's plane in his sights.

                     DANNY
          If I had guns I'd be chewing up your --

Rafe feints left, banks right, and appears behind Danny.

                     RAFE
          If you had guns, you'd be pissin' on 'em.

They're almost to the landing strip, Rafe behind Danny.  But
as Danny's wheels are about to touch, he guns his engine and
snaps the nose of his plane straight up.

THE OTHER PILOTS stop laughing.

                     ANTHONY
          He's doing an inside loop!

                     TRAINING CAPTAIN
          Aw, shit...

Danny pulls it off, just barely making a full circle to come
in behind Rafe and bounce to a stop on the runway.

                     DANNY
          Yee-hawww!!!

Danny taxis his plane over to join the others.  He's grinning
as he slides back his cockpit cover; then --

                     DANNY
          Where's Rafe?

Red, tall with flaming orange hair, tips his chin toward the
air.  Seeing Rafe's plane still in the air, Danny starts to
refasten his harness.

                     TRAINING CAPTAIN
          You're down, Walker!  That's an order!

                     DANNY
          What about him?

                     TRAINING CAPTAIN
          He's not taking my orders anymore.

Danny's just about to ask what the hell that means, when he
notices Rafe climbing in a deliberate spiral.

                     DANNY
          He's gonna do it.

                     BILLY
          Do what?

                     DANNY
          It.
               (beat)
          Aw, shit.  Aw shit shit shit...

RAFE'S PLANE reaches two thousand feet, just a speck above
them, and seems to pause in the air.

                     DANNY
          I shouldn't'a done an inside loop.
          I shouldn't'a done an inside loop.

                     BILLY
          Why?

                     DANNY
          Cause now he's gonna do an outside loop.

                     TRAINING CAPTAIN
          Aw shit.  Aw shit shit shit...

Anthony and Billy join in, like an involuntary chant --

                     ANTHONY & BILLY
          Aw shit shit shit...

RAFE, IN HIS COCKPIT, is tightly controlled, yet serene.  He
noses the plane into a power dive.

The P-40 screams toward the ground, picking up speed, going
so fast it begins to shudder.

THE OTHER PILOTS are transfixed.  Red is so nervous he can't
get the words out.

                     RED
          Aw sh- sh- sh- sh-

                     BILLY
          Shit.

                     RED
          Yeah.

                     DANNY
          You can do it, Rafe.  You can do it.

The P-40, hurtling toward the ground at nauseating speed,
snaps into a half roll, streaking upside down over the
runway.  Rafe hangs inverted in his flight harness, the
asphalt of the runway shooting past, ten feet beyond his
head.

He pushes the plane into a climb, his cockpit on the outside
of the circle.  The plane reaches the top of its arc, and
almost stalls; but Rafe noses it over again, toward the
earth, only this time he has very little altitude.  The plane
hurtles down, still with it belly on the inside of the
curve...

And makes it full circle.  Rafe's head now is barely a foot
off the asphalt as the plane shoots past, still inverted.

THE OTHER PILOTS burst into cheers.

RAFE, IN HIS COCKPIT permits himself a smile.

He lands, and the guys run out to meet him...all except for
the Training Captain, who stands there shaking his head.

Danny jumps on the wing, as Rafe stops and slides back his
canopy.  Danny grabs him by the harness and shakes him.

                     DANNY
          You could've killed yourself, you stupid
          bastard!

He dives into the cockpit, hugging Rafe.

                     DANNY
          That was the most beautiful thing I ever
          saw.

INT.  COLONEL DOOLITTLE'S OFFICE - DAY

COLONEL JIMMY DOOLITTLE, mid-forties, is commander of the
base.  He's as tough as he is good in the air.  And right now
he's frowning at Rafe McCawley, standing at attention before
him.

                     DOOLITTLE
          There are some people who think the
          outside loop is reckless and
          irresponsible.

                     RAFE
          How could it be irresponsible, Sir, if
          you were the first man in the world to do
          it?

                     DOOLITTLE
          Don't get smart with me, son.

                     RAFE
          Never, Sir.  I just meant it's dangerous
          only for the kind of pilot who wants to
          show off, rather than inspire the other
          pilots in his unit.  And all you've done
          for me, Sir, working out the transfer, I
          did it to say thanks.  To honor you, Sir.
          What the French call a "homage."

                     DOOLITTLE
          That's bullshit, son.  But it's really
          good bullshit.

                     RAFE
          Thank you, Sir.

Doolittle stands, moves around his desk, and shakes Rafe's
hand.

                     DOOLITTLE
          Good luck over there McCawley.  I admire
          your decision.

                     RAFE
          Thank you, Sir.

INT.  NEW JERSEY AIRFIELD - BARRACKS - NIGHT

The pilots are getting slicked up for a night on the town.
Danny's at the mirrors with the others; he's putting on
cologne, and looks terrific in his uniform.

Anthony and Billy are combing their hair at the sinks.  Billy
declares to his image in the mirror --

                     BILLY
          You good-lookin' sumbitch...don't you
          EVER die!

                     ANTHONY
          That's your line for tonight, ya know.

                     BILLY
          What, good-lookin' sumbitch?

                     ANTHONY
          No, numbnuts, die.  You get your nurse
          alone, you look her in the eye, and say,
          "Baby, they're training me for war, and I
          don't know what'll happen.  But if I die
          tomorrow, I wanna know that we lived all
          we could tonight."  I've never known it
          to fail.

Red finishes brushing his teeth at the sink beside them.

                     RED
          He's n-never known it to work, either.

The guys head out laughing, running into Rafe coming in.

                     DANNY
          Doolittle didn't kill you?  Attaboy!

Rafe catches Danny's arm.

                     RAFE
          Danny, there's something I gotta tell
          you...

EXT.  NEW JERSEY BARRACKS - NIGHT

Rafe and Danny are walking on the parade ground; the other
guys are already on the bus that will take them into town.
Danny's upset by what Rafe just told him.

                     DANNY
          How could you do this?

                     RAFE
          The Colonel helped me work it out.

                     DANNY
          I don't mean how'd you do the paperwork,
          I mean how the hell did you do it without
          letting me in on it?

                     RAFE
          I'm sorry, Danny, but they're only
          accepting the best pilots.

                     DANNY
          Don't make this a joke, Rafe.  You're
          talking about war, and I know what war
          does to people.

                     RAFE
          Danny, you know how many times I saw you
          come to school with a black eye or a
          busted nose, and couldn't do a thing
          about it -- for you, or for your mother...
          or your father, with his lungs scorched
          out with mustard gas, and more left of
          his lungs than there was of his spirit?
          You've made your sacrifice, Danny.  It's
          time I made mine.

                     BILLY
               (from the bus)
          The nurses are waiting!

                     RAFE
          Let's go.

                     DANNY
          Nah, you go on.

                     RAFE
          I have to talk to Evelyn.  And I want you
          to meet her.

                     DANNY
          Some other time.  I don't feel like a
          party.

Danny walks away.  The bus driver's ready to leave, and Red
is honking the horn for Rafe to come.  Rafe reluctantly lets
Danny go, and heads for the bus, where the pilots are
chanting --

                     PILOTS VOICE
          Nurses!  Nurses!  Nurses!

INT.  A MOVING TRAIN - DAY

The trains of 1942 have their own beauty, with felt seats,
shaded lamps, and paneled compartments even in the economy
section.  But the glow of the train is outshone by EVELYN
STEWART.  She's one of ten young women, Army nurses, gathered
at one end of the car as it rattles along the track.

The other nurses are pretty and ripe -- maybe a bit too
ripe.  Their lips painted bright red, their faces powdered,
their spirits high.

Evelyn listens in amusement to BETTY, a cute blonde with
unmissable boobs, and BARBARA, a burnette equally endowed.

                     BETTY
          Do you have trouble with your boobs in
          the uniform?

                     BARBARA
          You mean hiding them?

                     BETTY
          Hide them?  On a date with pilots?  I'm
          talking about how you make them show!

SANDRA, another nurse, speaks up.

                     SANDRA
          Loan 'em to me, I'll make 'em show.

                     BETTY
          The boobs or the pilots?

The girls laugh and shove each others' knees; it's a party
wherever they go.  But Evelyn can't keep her mind on the
frivolity.  She looks out the window and her thoughts drift
away.

                     BARBARA
          We'll ask Evelyn.  Evelyn?  Evelyn!

                     BETTY
          Ooo, she's thinking of her date!  Come
          on, you've been dating a pilot.  We want
          to know what we can expect.

Suddenly all the girlish faces are looking at Evelyn.

                     EVELYN
          I've been dating one pilot.  And only for
          a few weeks.  But I know he's different
          from all the others.

Sandra throws up her arms and swoons onto her friends.

                     SANDRA
          True love!...

                     BETTY
          Morphine, give her morphine!

                     BARBARA
          Give her an enema.

                     EVELYN
          But I do have a warning for you.  There's
          one line you all need to know, and you're
          likely to hear it from any man in a
          uniform.  It goes like this:  "Honey,
          Baby... We never know what's gonna happen,
          and I may die tomorrow...so, let's live
          all we can tonight."

A silence among the nurses.

                     BARBARA
          I tell you.  Any one of those arrogant,
          leather-jacketed, slick-lookin' flyboys
          tries that line on me...he's gonna get
          anything he wants.

As the nurses laugh --

EXT.  NEW YORK TRAIN STATION - NIGHT

Our pilots -- indeed leather-jacketed and handsome -- are
waiting on the platform.  Among then is Rafe, holding
something behind his back, as the train pulls in and shudders
to a stop, clouds of steam jetting onto the platform and
giving the moment a dream-like haze.

INT./ EXT.  TRAIN - NEW YORK TRAIN STATION - NIGHT

The nurses start stepping out; both pilots and nurses pretend
surprise to see each.  At the door of the train, Evelyn
whispers to Betty --

                     EVELYN
          Stick with me, I'll find you somebody
          good.

Betty spot's Rafe.

                     BETTY
          I'll take that one.

                     EVELYN
          He's taken.  But come on, I'll introduce
          you.

They move to Rafe; he crosses the platform to meet them, his
eyes holding Evelyn.

                     RAFE
          Hello, Lieutenant.  Good to see you.

                     EVELYN
          You too, Lieutenant.

Betty clears her throat.

                     EVELYN
          Oh, this is Betty.

                     RAFE
          Nice to meet you, Betty.

He draws his hand from behind his back; he's holding two
roses.  He hands one to Evelyn and the second to Betty.

                     RAFE
          Danny would'a brought this.

He escorts them along the platform.

                     EVELYN
          Danny's not coming?

                     RAFE
          No, he...got some news today.  He'll be
          okay, he just didn't feel like coming
          tonight.

                     EVELYN
          I was hoping to meet him.

                     BETTY
          I was hoping to meet him.

                     RAFE
          We'll just have to find a substitute,
          won't we?

Betty stops, and faces Rafe.

                     BETTY
          I just want to tell you one thing.  If
          you're thinking this might be your last
          night on earth?... I'm prepared to make
          it meaningful.
               (leaning close)
          Very meaningful.

                     EVELYN
          At ease, Betty!

INT.  CITY NIGHT CLUB - NIGHT

It's a party in full swing; swing music, jitterbugging,
beautiful young men and women in high spirits.

Rafe and Evelyn are sitting at a big table with the other
pilots and nurses.  Anthony's paired up with Sandra, Billy
with Barbara, and Red, shyest of the group, finds himself
next to Betty.  Betty's already found a companion in Red
Strange.

                     RED
          He, I'm R-Red.  Red S-Strange.

                     BETTY
          Red...Strange?

                     RED
          You know the football player, Red G-
          Grange?  Well the guys called me R-Red,
          cause you know, I'm red...and they
          thought I was strange, so, you know, Red
          G-Grange, Red Str-Strange.

                     BETTY
          But...they called you Strange?  Because
          of Red Grange?  I don't get it.  Was Red
          Grange strange?

                     RED
          How would I know.

Beside her beer is an open ketchup bottle; he picks it up and
swigs from that.  Rafe and Evelyn see this, and try to keep
from laughing.

                     BETTY
          Do you always stutter?

                     RED
          Only when I'm n-n-n-

                     BETTY
          Nervous?

                     RED
          Yeah.  But if I have to get something
          out, I c-can always s-s-s-
               (he sings)
          SIIING!

She covers his hand with hers.

                     BETTY
          Don't be nervous.

Red looks at Betty with love in his eyes.  Under the table,
Rafe and Evelyn join hands too.

                     EVELYN
          There shipping us out.  Hawaii.  The
          Germans are overrunning Europe, and we're
          sent to paradise.  How about you?  Have
          you heard anything?

He hesitates; then Evelyn is distracted by the conversation
beside them, between Barbara and Billy.

                     BILLY
          You're a very special woman, and...well
          baby, they're training me for war, and we
          don't know what happens tomorrow.  So we
          gotta make tonight special.

Barbara shoots a look at Evelyn, before she answers.

                     BARBARA
          I hope you can back that up, flyboy.
          Cause you're not ever gonna forget
          tonight.

She takes him by the hand and pulls him to his feet... They
start dancing, sexy movements that won't stop till they've
been in bed.

Rafe pulls Evelyn to her feet, and leads her through the
dancers, outside.

EXT.  THE NIGHT CLUB - NIGHT

They find a quiet place on a balcony that overlooks the
river, and Manhattan beyond.  Evelyn takes in the view,
breathes in the air; she still holds the rose.

                     EVELYN
          Whatever you're trying to tell me isn't
          good, is it.  Or it wouldn't be so hard
          to say.

                     RAFE
          The only reason it's hard to say is that
          I keep thinking I don't have the right to
          say it.  But I've got to because it's
          true.  I love you.
               (beat)
          That must surprise you.

                     EVELYN
          It surprises me that I'm not the only one
          on this balcony who feels that way.

The power of hearing this from each other grips them both.

                     RAFE
          There's one thing I have to say.  I'm
          going away.

                     EVELYN
          We're all going away.

                     RAFE
          I'm going to the war.  The real war.
          Hitler's taken Europe.  The Brits are
          hanging on by their fingernails, and If
          they lose, there'll be more people killed
          than anybody can imagine.  And not just
          there, but here.

                     EVELYN
          But you're in the U.S. Army, how could
          you --

                     RAFE
          Colonel Doolittle pulled the strings, and
          put me on loan to the R.A.F.  They need
          pilots, and we need experience.  I leave
          tomorrow.

                     EVELYN
          You waited til tonight to tell me?

                     RAFE
          I had to tell you in person.  Because
          there's something else I need to say.

He studies her face, burning it into his memory.

                     RAFE
          Evelyn...you know the line -- let's make
          tonight memorable.  What I feel about you
          makes it impossible for me to say
          something like that.  If I don't come
          back, I don't want to saddle you with
          regret and sadness you'll carry the rest
          of your life.

                     EVELYN
          I don't know if you can choose that,
          Rafe.

                     RAFE
          Maybe not.  But I need you to know.  I
          love you.  And I will come back.  I'll
          find a way.  And then we'll get a chance
          to know if what I felt the first moment I
          saw you, and every minute since then, is
          real.

                     EVELYN
          Do one thing for me, before you go.

She takes his hand and leads him inside.

INT.  NIGHT CLUB - NIGHT

She leads him onto the dance floor, and they dance, among the
others, yet in a world apart from everyone else.  And then
they stop while all the others move around them, and kiss the
kind of kiss that lasts a lifetime.

EXT.  HOTEL - NIGHT

The nurses are entering the hotel.  Pilots are going in with
them.  But Rafe and Evelyn stop on the street.

A last kiss.  Their hands touch a final time, and then part.
She moves inside the lobby, and looks out the glass doors as
he walks away.

EXT.  TRAIN STATION - DAWN

Rafe and Danny stand on the platform.  Rafe's got his gear
packed in a bag slung over his shoulder.

                     CONDUCTOR'S VOICE
          All aboard!

Rafe glances once more toward the revolving doors from the
station that lead onto the platform.

                     DANNY
          Didn't you say you told her not to come?

                     RAFE
          Yeah.

                     DANNY
          Then why are you looking for her?

                     RAFE
          It's a test.  If I asked her to come and
          she came, it wouldn't tell me anything.
          If I tell her not to come, and she
          comes...then I know she loves me.

                     VOICE
          ALL ABOARD!

                     DANNY
          You're still a kid, ya know that?  Take
          care of yourself.

                     RAFE
          You too.

Rafe sticks his hand out to Danny.  Danny knocks it away, and
hugs him.

Rafe steps onto the train, and it pulls away.  Rafe waves.
Danny waves back and smiles, but he whispers like a prayer...

                     DANNY
          Give 'em hell, Rafe.

INT.  TRAIN - DAWN

Rafe finds a seat and sits down.  He's the only one in the
car, and he's deeply alone.

EXT.  TRAIN STATION - DAWN

Danny walks to one of the three revolving doors back into the
station.  He takes the one on the far right.  As he passes
through it, he doesn't see Evelyn rushing through the door on
the left side.  She's told herself she wouldn't come, but
couldn't help it, and now as she sees the last car of the
train disappearing around the corner the pain of it all hits
her.

She stands on the empty platform, as lonely as Rafe.

MONTAGE - THE JOURNEYS

Rafe and Evelyn travel in opposite directions, toward
opposite ends of the earth...

EXT.  A GRAY, COLD, CANADIAN SEAPORT - DAY

as Rafe boards a Canadian naval vessel headed into the North
Atlantic.

EXT.  TRAIN - TRAVELING THROUGH THE AMERICAN WEST - DAY

Evelyn and her fellow nurses ride the train through the
American southwest.  The scenery outside the window is
beautiful, but her thoughts are far away...

EXT.  NORTH ATLANTIC - DAY

Rafe's ship is in a convoy through the rough gray waters.
The deck is loaded with military supplies bound for Britain.
Rafe stands among the drab crates and seems oblivious to the
rain, his thoughts on Evelyn.

He looks toward the eastern horizon, where his ship is
heading.  A deep, dark storm is brewing before them...

EXT.  PACIFIC - DAY

Evelyn stands on the deck of a ship headed in the opposite
direction, on another ocean, the sky is clear, the breeze is
warm, the light of a glowing sunset bathes her face.  The
MONTAGE ENDS, with them heading to different ends of the
earth.

EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DUSK

In the eternal dusk of England, everything is cold and gray.
British fighter planes -- Spitfires and Hurricanes -- are
surrounded by mechanics hurriedly ripping off bullet riddled
fuselage panels and digging into overworked aircraft engines.
Rafe walks across the tarmac, still carrying his duffel bag.
He moves up behind a slim, pale BRITISH AIR COMMANDER who is
surveying engine damage on one of the Spitfires.

                     RAFE
          Rafe McCawley, Sir.

Rafe salutes as the Air Commander turns and then returns the
salute, with his left arm -- his right arm is gone.  Rafe
freezes at the sight, reminded of Danny's father.

                     BRITISH AIR COMMANDER
          On loan from Colonel Doolittle, is it?

                     RAFE
          That's me, Sir.

                     BRITISH AIR COMMANDER
          Good on you, then, Rafe McCawley.  We'll
          get you situated in some quarters, and
          then introduce you to the equipment
          you'll be flying.

                     RAFE
          If you're patching up bullet holes right
          here on the runway, maybe we should skip
          the housekeeping and get right to the
          planes.

                     BRITISH AIR COMMANDER
          Are all the Yanks as anxious as you are
          to get yourself killed, Lieutenant?

                     RAFE
          Not anxious to die, Sir, anxious to
          matter.

EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DAY

A Spitfire sits on the runway, and it's badly mangled -- a
string of bullet holes punched through at mid-fuselage; a
shot-off chunk of wingtip; but most striking is the blood
still splattered over the inside of the cockpit.

                     BRITISH AIR COMMANDER
          Good lad.  Didn't die till he'd landed
          and shut down his engine.  Welcome to the
          war.

He walks away, leaving Rafe to stare at the bloody cockpit.

EXT.  PEARL HARBOR - MILITARY BASE - DAY

Evelyn and the nurses enter the base, riding in two jeeps.
As they stop at the gate, the guards look at them, especially
Evelyn in the lead jeep; one guard mumbles to the other --

                     GUARD
          I've died and gone to heaven.

The guards lift the bar and smile at the nurses.  The jeeps
drive through.  The nurses are loving this island paradise
already.

                     BARBARA
          You know the ratio of men to women on
          this island?  Four-thousand...to one.

Barbara slides on a new pair of sunglasses with plastic palm
trees glued on the sides, and calls back to the guards as the
jeeps pull away --

                     BARBARA
          See ya on the beach, boys!

EXT.  MILITARY BASE - NURSES' QUARTERS - OAHU - DAY

As the other nurses happily unpack, Evelyn leaves and crosses
the grass in the drenching sunshine.  We follow her into --

INT.  BASE HOSPITAL - DAY

She finds a small, immaculately clean hospital, twenty beds
with luminous white sheets, all empty.

Then she notices the view.  It's of Pearl Harbor, with the
entire American Pacific fleet riding at anchor.  Battleships
all in a row.  Aircraft carriers too, in perfect stillness on
the aqua blue water with a white sand bottom.  The view is
expansive and beautiful.

The sound of an approaching fighter plane with wing guns
firing as we --

                                                      CUT TO:

EXT.  THE DARK SKIES OVER THE ENGLISH CHANNEL - DAY

Rafe, in the middle of an aerial dogfight, throws his
Spitfire into a tight turn, swinging around to fire again
into a squadron of Messerschmidts; they outnumber the British
planes, and they're tougher and faster.  Rafe darts through
their line, machine guns blazing.

One of the Spitfires in Rafe's squadron has taken hits in the
engine compartment and is sputtering, losing power, its
pilot, NIGEL, frantic as the German planes swarm into finish
him.

                     BRITISH PILOT (NIGEL)
          I need help!  Someone get them off me!

Rafe slams his control stick hard right and goes into a power
dive at one of the Messerschmidts.  Rafe's bullets chew up
its cockpit and the plane goes into a fast corkscrew spiral,
down into the water.

Rafe instantly climbs again.  Nigel, in the moment of safety
Rafe has bought him, bails out, his chute blossoming and
carrying him toward the water.  The OTHER BRITISH PILOTS are
impressed.

                     OTHER BRITISH PILOT
               (into radio)
          Nigel's out!  I'll call in the position!
               (to himself)
          That Yank is bloody good.

Rafe swings his plane right back at the Germans; he attacks
them head on, just like he went at Danny, only this time he's
firing his machine guns.

And OVER THIS ferocious dogfight, we hear his letter to
Evelyn...

                     RAFE'S VOICE (LETTER)
          Dear Evelyn... It is cold here.  So cold,
          in a way that goes deep into your bones.

The Messerschmidt in Rafe's sights breaks apart with the
stream of precise fire he pours into it, its prop flying into
pieces, its disintegration accelerated by its airspeed.
Before it completely comes apart, it explodes.

Rafe goes into another tight turn, to get at them again.

                     RAFE'S VOICE (LETTER)
          It's not easy making friends.  Two nights
          ago I drank a beer with a couple of the
          R.A.F. pilots -- beer's the only thing
          here that isn't cold -- and yesterday both
          of them got killed...

As Rafe starts another attack we see him in the cockpit, in
the trance of battle, as other Spitfires around him are
getting shot out of the sky...as we --

                                                 DISSOLVE TO:

EXT.  HOSPITAL - PEARL HARBOR - DAY

Evelyn, receiving the letter at mail call.

She sits on the grass under a palm tree, in paradise, reading
his letter.

                     RAFE'S VOICE (LETTER)
          There is one place I can go to find
          warmth, and that is to think of you.

EXT.  OUTDOOR RESTAURANT - OAHU - DAY

Evelyn is off duty, and wears a light cotton dress.  She's
let her hair down, and her skin has the sheen of light sweat
in the tropical heat.

The restaurant is barely more than a shelter of palm wood
posts with a frond roof, and it looks out over the harbor.
Evelyn sits alone.  She's brought writing paper.  As the
Hawaiian waiter serves her an icy tropical ambrosia with
chunks of pineapple and a fresh plumeria flower floating at
the rim of the glass, she lifts her pen.

But before she can start to write, three naval officers move
over to her table from the bar.  They're out of uniform too,
wearing garish tropical shirts.

                     NAVY GUY 1
          A woman beautiful as you shouldn't be
          sitting alone.  Buy you a drink?

                     EVELYN
          Thank you...Ensign.

The guys look at each other, impressed that she could tell.

                     NAVY GUY 1
          Ensign!  Smart too!

                     NAVY GUY 2
          So how about that drink?  Or dinner?

                     EVELYN
          Thank you, but...I really want to be
          alone right now.

                     NAVY GUY 3
          Want to see something long and hard?

He shows her the tattoo of an anchor on his forearm.  Evelyn
looks away from them, toward the harbor.

                     EVELYN
          I'm sorry.  I've got a letter to write.

                     NAVY GUY 3
          Cold bitch.

His friends start to pull him away, but Evelyn's eyes flare.

                     EVELYN
          What did you say?

                     NAVY GUY 3
          I said you're cold.

                     EVELYN
          Cold?  No, I'm just thinking about a war.
          And maybe you should be too.

They leave, shaking their heads.  Evelyn picks up her pen,
and writes.

                     EVELYN'S VOICE (LETTER)
          Dear Rafe... It's strange to be so far
          from you in body, and so close to you in
          spirit.  But if our spirits really give
          our bodies life, then you should know
          this:  Every night I look at the sunset,
          and try to draw the last ounce of heat
          from its long day...

She looks toward the sunset now; then she writes again...

EXT.  BASSINGBORNE AIRFIELD - BRITAIN - NIGHT

Rafe brings his battered plane in for a landing...

INT.  BRITISH AIRFIELD BARRACKS - NIGHT

Rafe sits on his cot, reading her letter.

                     EVELYN'S VOICE (LETTER)
          ...and send it from my heart to yours.

Rafe is startled as the Air Commander appears beside his
bunk.

                     BRITISH AIR COMMANDER
          Air-Sea Rescue picked up Nigel.  He'll be
          back with us tomorrow.

Rafe nods, glad to hear the news.  The Commander starts to
walk away, then turns back.

                     BRITISH AIR COMMANDER
          Some of us look down on the Yanks for not
          yet joining this war.  I'd just like to
          say that if there are many more back home
          like you, God help anyone who goes to war
          with America.

The Commander salutes, with his left hand.  And Rafe salutes
too -- with his left hand.

EXT.  ESTABLISHING THE WHITE HOUSE - WASHINGTON D.C. - DAY

The White House looks somehow whiter and purer in the glow of
1941.

INT.  PRESIDENTIAL CONFERENCE ROOM - DAY

GENERALS, ADMIRALS, and other advisors sit around the
polished table -- all males, in suits and in uniforms.  The
door opens, and the men all stand.

PRESIDENT FRANKLIN ROOSEVELT appears, in a wheelchair, pushed
by a huge black valet, GEORGE.  The President's legs are
shriveled, braced with the iron supports that attach to his
shoes and are apparent beneath the cloth of his pin-striped
pants.  From the waist up Roosevelt is heavily muscled,
powerful, and handsome even in his little spectacles.  The
valet rolls him to the head of the table; he's speaking even
before he settles in.

                     PRESIDENT ROOSEVELT
          Please be seated, gentlemen.

They sit, as one.

                     PRESIDENT ROOSEVELT
          Churchill and Stalin are asking me what
          I'm asking you:  How long is America
          going to pretend the world is not at war?

                     GENERAL MARSHALL
          We've increased supply shipments to them,
          Mr. President, and we're losing merchant
          vessels every day.

                     PRESIDENT ROOSEVELT
          Shift in every destroyer and anti-
          aircraft weapon you can find.

                     ADMIRAL
          Sir, our Pacific Fleet is already down
          to almost nothing.

                     PRESIDENT ROOSEVELT
          Gentlemen, at this moment the nation of
          Hungry has a larger military then the
          United States.  We have no choice but to
          draw from whatever we can.

EXT.  ESTABLISHING TOKYO - JAPAN - NIGHT

INT.  JAPANESE HIGH COMMAND - NIGHT

The Conference Room is similar to that of the White House.
But this table is low and all the men sit on the floor.  And
there are no civilians here; Japan is now a nation ruled by
its warriors.

The last man to enter the room and take his place is ADMIRAL
YAMAMOTO.  Harvard educated, Yamamoto is an object of
veneration and suspicion among the men of the war council.
Yamamoto bows, sits, and looks across the table at his friend
Genda, who can't hide his fear.  Yamamoto glances to the far
end of the table where NISHIKURA, chief of the War Council,
sits glowering.  (Their discussion is in Japanese, with
subtitles.)

                     NISHIKURA
          So you join us, Admiral.  Some of us
          thought your education at an American
          university would make you too weak to
          fight the Americans.

                     YAMAMOTO
          If knowledge of opponents and careful
          calculation of danger is taken as
          weakness then I have misunderstood what
          it means to be Japanese.

                     NISHIKURA
          The time has come to strike!  Or to sit
          and let the Americans cut off our oil and
          our future.  I know what you whisper to
          the others, Yamamoto -- that the Americans
          are strong.  Yet look at their leader.

He motions to OYAMA, an intelligence analyst, who opens a
file and lays out pictures of Roosevelt.

                     OYAMA
          Franklin Roosevelt.  Born into great
          wealth.  Fifteen years ago, he was
          stricken with polio.  Now he cannot walk,
          or even stand without help.
          Photographers will not take pictures of
          him in his chair; Americans do not wish
          to know how weak their President is.

Yamamoto makes a low grunt.

                     NISHIKURA
          You have something to say, Yamamoto?

                     YAMAMOTO
          The Council knows I have opposed fighting
          the Americans.  No matter how great our
          resolve, they have resources beyond ours.
          If we must go to war, there is only one
          way -- deal them a blow from which it will
          take them years to recover.  In that time
          we can conquer all of the Pacific, and
          they will have no choice but to ask for
          peace.

                     NISHIKURA
          You see us as capable of such a blow?

                     YAMAMOTO
          The Americans themselves have made it
          possible.  We will annihilate them in a
          single attack -- at Pearl Harbor.

The members of the war council are so pleased with Yamamoto
that they bow to him.  Only Genda keeps his eyes raised long
enough to see the sadness in Yamamoto's face.

EXT.  PEARL HARBOR - AIR BASE - BARRACKS - DAY

Danny Walker and his pilot buddies have just arrived; they
enter the barracks, talking happily.

                     RED
          If I ain't n-never on a b-boat again,
          it'll be too s-soon.

                     BILLY
          Where are the women on this --

Danny has stopped before the others; now all of them see that
the other pilots who inhabit this air base are still in their
beds, sleeping off hangovers.  They wear Hawaiian shirts;
they haven't shaved.

                     RED
          They're s-still asleep!

Danny pauses for a moment, then shouts --

                     DANNY
          Drop your cocks and grab your socks,
          boys!  The terror of the skies are here!

The sleeping pilots groan, and cover their heads with their
pillows.

                     ANTHONY
          They're all drunk.

One guy sits up in bed, his hair pointing every direction of
the compass, his tongue working as if to wipe a terrible
taste from his mouth.  As his feet dangle over the side of
the bunk and one of them touches the floor, a sensation
reaches his sotted brain; he raises that foot to look at its
bottom, and finds a new tattoo, on the sole of his foot; he
blinks as if trying to remember how it got there.

Danny moves over to him, and dubs him with a name, COMA.

                     DANNY
          Hey.  You.  Mr. Coma.

                     COMA
          Where's that lizard?

                     DANNY
          What lizard?

                     COMA
          The one that slept in my mouth last
          night.

                     DANNY
          What the hell happened to you guys?

Coma is one of those drunks who speak as if he's always about
to burp.

                     COMA
          Ever hear of mai-tai's?  Comes in a
          big...pot.  Like...like...

                     RED
          A m-missionary?

                     COMA
          No, like...

Coma emits a pukey, toxic burp that has Danny and his buddies
wincing back from the fumes.

                     DANNY
          This is an Air Base?  Where's your squad
          commander?

The question soaks through to Coma's brain.  His right hand
points...and his left hand points...in different directions.
His hands float around in the air until finally both of them
are indicating the same direction, behind his back.  In the
bunk beyond Coma's is another drunk pilot in a Hawaiian
shirt...and to judge by the shapely bronzed leg that
protrudes from under his damp sheet, there's a woman with him
too.

Danny and his buddies are speechless -- except for Red
Strange.

                     RED
          I th-think I'm gonna like it here.

                     COMA
          You guys are new?

                     DANNY
          Yeah.

                     COMA
          Mai-tai's.  I got this to tell ya, about
          mai-tai's.

Coma's head drifts forward slowly; they think for a moment
he's looking for something under the bed.  Then he pukes.
Danny leaps back from the splatter, and marches out of the
barracks; his friends follow.

EXT.  PEARL HARBOR - AIRFIELD - DAY

Danny and his buddies stride up to the airfield.  It's full
of fighter planes -- and they're all bunched together in
clusters on the field.  Danny grabs a MECHANIC.

                     DANNY
          Hey!  What is this, the planes all
          bunched up like that?

                     MECHANIC
          The brass is afraid of sabotage.  This
          makes 'em easier to protect -- and easier
          to service.

                     DANNY
          What about easier to hit in an air raid?

                     MECHANIC
          Who's gonna to that?  Japan is four
          thousand miles away.  So you guys just
          arrived, huh?

                     DANNY
          Yeah.

                     MECHANIC
          We got a saying here.  A-low-HA!

The mechanic walks off.  Danny and the guys are left standing
on the tarmac.

                     DANNY
          Well guys...I reckon there's just one
          thing to do...

INT.  OAHU BAR - DAY

Danny and the pilots are in Hawaiian shirts, their party in
full swing.  A bucket-sized hollowed-out volcano sits in the
middle of the table, with twelve straws emerging from the
crater.  It's full of booze -- or was; Danny and the other
guys are pulling heartily at the straws, and they gurgle as
the last liquid is sucked dry.

                     RED
          More m-mai-tai's!

Coma is sitting there with them, beside Red.

                     COMA
          Absolutely right.

Everybody's having a ball, the new arrivals fitting right in
with the others.  Danny's a bit off to himself, lost in his
own thoughts.  Billy and Anthony are doing the hula to the
Hawaiian music playing.

                     COMA
          No, you guys aren't doing it right.  It's
          in the hands.  They talk story.

Coma stands and starts demonstrating, explaining the gestures
of his hula.

                     COMA
          Fish swim in ocean... Happy in the Mother
          Sea... Girl, beautiful girl, with big
          jugs, walks into water...waves lapping at
          her thighs...

                     ANTHONY
          I never knew those dances were so
          sophisticated.

                     COMA
          ...Fish nibble at her breasts...

Coma's really into his dance, his hands over enormous
imaginary breasts; but as he turns toward the windows --

                     COMA
          A more beautiful girl walks by...

The guys see Evelyn passing on the other side of the street,
gorgeous in the sunshine.  Coma's hands start squeezing the
imaginary breasts of his hula.

                     BILLY
          Hey, isn't that Evelyn?

Danny moves up to look.

                     DANNY
          Rafe's girl, Evelyn?

                     COMA
          You guys know her?!  I gotta have an
          intro!  Man, I'd like to --

Danny's hand is suddenly around Coma's larynx.

                     DANNY
          A friend of mine's in love with her.  So
          you don't even look -- not ever.

Danny releases him and Coma staggers back to the table to
nuzzle up to one of the straws of the mai-tai volcano.

Danny looks out the window again and sees Evelyn's beautiful
form disappear around the corner, on her way back to the base
hospital.  Danny moves back to the table, and as two burly
Hawaiian waiters set another full loaded mai-tai volcano onto
the center of the table, he picks up a glass and dips it full
of the potent liquid.  He shouts to the whole room --

                     DANNY
          I'm a better pilot than any son-of-a-
          bitch on this island!  So I'm the one to
          say this!  Here's to Rafe McCawley!  A
          better pilot...and a better man...than
          me.

The other pilots drink up -- from glasses or from straws.

                     OTHER PILOTS
          To Rafe.

Danny drains the whole glass at one chug, and slams it down
onto the table.  Then he blinks, puts a hand on his stomach,
and frowns.  Coma recognizes the look.

                     COMA
          Uh oh.  Volcanic eruption!

Danny bends at the waist; his head obscured by the table.

                     COMA
          Shit, he's puking on my feet!

                     RED
          Well, you p-puked on his feet.

                     COMA
          Yeah, but he was wearing shoes!

INT.  ADMIRAL KIMMEL'S OFFICE - OAHU - DAY

ADMIRAL KIMMEL is Commander of the American Pacific Fleet.

Two members of his staff are standing uncomfortably in front
of him, having delivered a message from the Joint Chiefs of
Staff.

                     ADMIRAL KIMMEL
          ...transfer twelve more destroyers to
          Atlantic Fleet, and all the available
          anti-aircraft weaponry?!  Washington has
          gone insane!

Kimmel's STRATEGIC ANALYST speaks up.

                     STRATEGIC ANALYST
          We've done what you ordered, Admiral, and
          war gamed the likely outcome of a
          Japanese attack against each of our major
          bases in the Pacific.  Wake, Guam,
          Midway, the Philippines.  In each case,
          we lose.

                     ADMIRAL KIMMEL
          You left out Hawaii.

                     STRATEGIC ANALYST
          Pearl Harbor can't be attacked
          effectively from the air.  It's too
          shallow for an aerial torpedo attack.
          Pearl Harbor's safe.  It's everywhere
          else that we're vulnerable.

                     ADMIRAL KIMMEL
          Step up surveillance of Japanese
          communications.  They're gonna do
          something somewhere.  I can feel it.

EXT.  THE SKIES ABOVE OAHU - DAY

A seaplane takes tourists on an excursion above Pearl Harbor
and around the island of Oahu.  One Japanese tourist shoots
pictures rapidly...first of the ships as seen from overhead;
then he leans to the other side of the plane and shoots
pictures of the airfield below them.

EXT.  PEARL HARBOR - DAY

Another Japanese tourist hikes through the hills above Pearl
Harbor.  He takes an excellent camera from his picnic basket,
and shoots pictures.

CLOSE - THE PICTURES, being carried down a hallway, into --

INT.  JAPANESE PLANNERS OFFICE - DAY

The courier places the pictures onto the table in front of
Yamamoto, Genda, and the other JAPANESE OFFICERS.

                     GENDA
          Look at the ships -- all grouped.  Perfect
          targets!

                     JAPANESE OFFICER
          And the planes!  They are -- what is that
          American expression?  Sitting geese?

                     YAMAMOTO
          Sitting ducks.

                     JAPANESE OFFICER
          How can they be so foolish?

                     YAMAMOTO
          They think no one would be stupid enough
          to attack them at Pearl Harbor.

                     GENDA
          Or perhaps they think no one is capable.
          Look at this...

He moves to a diagram displayed on the wall -- a simple
display showing water depth and ship displacement.

                     GENDA
          Pearl Harbor's depth of only forty feet
          makes them feel safe.  A torpedo dropped
          from an airplane plunges to one hundred
          feet before it can level off.  That is a
          conventional torpedo.  But we have been
          experimenting.

From a stand beside his diagram he takes a set of wooden
fins, attached to a circular metallic band.

                     GENDA
          Wooden fins.  We are testing them
          tomorrow.

EXT.  JAPANESE ISLAND - DAY

Yamamoto and his planners have flown to a quiet Japanese
island, sunlit and pleasant.  They are gathered on the shore
of the island's natural harbor.  Wooden targets -- basically
huge plank barriers -- are sunk into the water like ships at
anchor.  A squadron of Japanese planes zooms overhead, taking
up attack positions.

                     GENDA
          We have chosen this place because its
          depth is exactly the same as Pearl
          Harbor's.

Genda speaks into a field radio.  A lone plane drops out of
formation and goes into a low-level approach, speeding up and
dropping its torpedo.

BELOW THE SURFACE we see the torpedo as it plunges at two
hundred miles an hour into the sunlit sea.  With the wooden
fins the torpedo makes a sharp dip and levels off above the
sea floor.

ABOVE THE SURFACE the planners see the path of the torpedo;
it hits the wooden barrier with a satisfying THUNK.  The
planners are impressed -- but Yamamoto is not satisfied.

                     YAMAMOTO
          Uncharged torpedoes have different
          balance.

                     GENDA
          I have arranged a live fire drill -- with
          your permission.

Yamamoto nods; Genda speaks again into his radio, and another
plane swoops down and drops a torpedo.  Genda holds his hands
to his ears, causing the others to do the same; even though
they wonder at the need.

The torpedo hits the barrier, and the explosion is deafening,
and of shocking force; the entire barrier is blown to
toothpicks.

                     GENDA
          Of course against a ship the explosion
          will not be dissipated, and will have
          more force.

The planners, nearly blown off their feet, nod as if they
knew that all the time.

INT.  MILITARY BASE - PILOTS' BARRACKS - NIGHT

The pilots are getting slicked up.

                     BILLY
          Are you sure they're here?

                     ANTHONY
          If Evelyn's here, the rest are here!

Red moves up beside him to frown at the mirror.  His hair is
plastered down and parted, his uniform's immaculate.

                     ANTHONY
          Looking good, Red.

                     RED
          Shut up.

Red moves away, to polish his shoes.

                     ANTHONY
          What is it with Red?  I've never seen him
          this way.

                     BILLY
          He's been like that all day.  Hey Danny,
          you coming?

                     DANNY
          Nah, I'm gonna stay here.  Read.

Anthony and Billy look at each other; Danny's in his bunk,
and he's not reading, just staring at the ceiling.

INT.  NURSES' BARRACKS - PEARL HARBOR - NIGHT

The nurses are primping to go out; Evelyn is in her uniform
getting ready to go back to work.

                     BARBARA
          Now listen, it's hands off Billy.  I
          mean, you can put your hands on him if
          you want to, but then my hands will break
          yours.

                     BETTY
          He was that good?

                     BARBARA
          No, I was.

EXT.  NURSES' QUARTERS - OAHU - NIGHT

Creeping through the vegetation, Red leads Anthony and Billy
to a spot outside the nurses' barracks; they can see the
girls through the barracks window.

                     BILLY
          Red, Peeping Tom stuff can get us court-
          marshaled.

                     RED
          Shhh!

Anthony and Billy are baffled, even more so when Red strides
into the open, right outside the nurses' window.

And then, Red begins to sing.

                     RED
               (singing)
          Oh...Betty, Betty, Betty, you're the one
          for me, Betty, Betty, Betty, Betty, can't
          you see...

Anthony and Billy look at each other, dumbfounded.  The
nurses move to the open windows.  Red's singing is pretty
good -- though not that good.  But he doesn't stutter when he
sings.

                     RED
               (singing)
          I'll be yours for eternity, Betty, Betty,
          Betty, Betty, Betty!

Anthony and Billy are hysterical, trying to keep their
laughter hidden.  But then they see the effect this is having
on the women -- especially on Betty.  She's smitten.

Red repeats the verse, really getting into it; when he
finishes, Betty runs out and hugs him, as all the nurses
applaud.  They move off into the darkness, arm and arm.

The nurses go back to their primping.

Anthony and Billy are changed men.  Anthony stands up;
Billy's baffled.  Anthony moves out and starts singing.

                     ANTHONY
               (singing)
          Oh Sandra...I like you...love you...

He's terrible.  The nurses pelt him with hairbrushes,
curlers, shoes...

EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DAY

Coming out of the blustery skies at the end of another deadly
day, a squadron of Spitfires chirps in for landings.  The
planes are shot up and battered.

Rafe is one of the pilots; the fuselage below his cockpit is
marked with four swastikas, symbols of his victories.  He
taxis to a stop, and is met by IAN, a Scottish mechanic, who
is dismayed at the state of the plane.

                     IAN
          Leapin' Jesus!

                     RAFE
               (climbing down)
          The struts are loose, the hydraulics are
          leaking, and the electrical system's
          shorting out in the cockpit.

                     IAN
          Well which of those three ya want fixed?

                     RAFE
          All of 'em.

Rafe starts away, and Ian calls to his back --

                     IAN
          If ye'd wanted a bloody Cadillac ya
          should'a stayed in the bloody States!

                     RAFE
          And if you don't give me a plane that can
          handle combat, you better start learning
          to speak German.

                     IAN
          Fook ya!

                     RAFE
          Learn English, then!

                     IAN
          Fook ya dooble!

Rafe moves to the barracks; Ian keeps the fueling hose going,
and moves to help the armorers reload the guns.

INT.  BRITISH AIRFIELD BARRACKS - NIGHT

Rafe falls down onto his cot, exhausted.  The other pilots do
the same, everybody spent from the day's combat.  Then they
hear the SIREN.  Rafe's out of his bunk, with the others,
everybody running.

                     BRITISH PILOT
          Bloody Krauts!  Night raid!

EXT.  BASSINGBORNE AIRFIELD - BRITAIN - NIGHT

They race across the runway.  Rafe reaches his Spitfire, just
as Ian is removing the fueling hose.

                     IAN
          I have'na been able ta --

                     RAFE
          Crank her!

Ian gives the prop a spin, and the engine roars to life.

                     IAN
          God speed ya, laddie.

EXT.  SKIES OVER THE ENGLISH CHANNEL - NIGHT

It's dark, but there are breaks in the clouds, giving way to
patches of light from a full moon.  The squadron of Spitfires
tightens up for battle.

Rafe is positioned just right of the squad leader; he sees
planes breaking out of the dark clouds ahead.

                     RAFE
          Here they come.

The clouds break, revealing a huge attack formation.

                     BRITISH SQUAD LEADER
          Alpha group, on the bombers!  Beta group,
          take the fighters!

They peel off, into action.

EXT.  THE AIR BATTLE OVER THE CHANNEL - NIGHT

We stay with Rafe as he and the Squad Leader rush side by
side at the lead bomber, blasting away with their guns.

INT.  GERMAN BOMBER - IN THE AIR - NIGHT

The Spitfires' bullets rip into the pilot and also kill the
nose gunner; the bomber dips as the copilot struggles to take
control.

INT.  RAFE, IN HIS SPITFIRE - NIGHT

As he streaks past, Rafe sees the bomber wobble in the air.

                     RAFE
          We've got him hurt, stay on him!

Rafe throws his plane into an ultra-tight, high speed turn,
right between the tails of the leader German group and the
noses of the second.  His turn is so tight that the plane
flexes with the g-force.

Rafe comes out of his turn ahead of the Squad Leader, and
races back up through the formation of German bombers, moving
above them where their weapons and armaments are the weakest.
He stitches a trail of bullets from tail to nose of the
wounded lead bomber; it begins to smoke.

The second Spitfire, the Squad Leader's, takes fire from the
other German bombers, and shears off, heading through the
smoke of the plane Rafe has on the ropes.

                     RAFE
          We've got him going!

Rafe does a half-loop and half-spin, to bring him around to
face the bombers again.  This time the g-force of the turn
pops an oil line inside Rafe's cockpit; hot, pressurized oil
begins to spray everywhere -- all over Rafe, his controls,
and worst of all, over the inside of his cockpit glass.

He wipes at the oil with his hands and that just smears it
and makes it worse.

His wingman sees him veering away from the bombers...and sees
the German fighters moving up to meet him.

                     SQUAD LEADER
          McCawley!  Get to the clouds!  Get into
          the clouds!

RAFE, IN HIS PLANE, is flying blind.

                     RAFE
          I can't see the clouds!

His problems are just beginning; the fluid is dripping down
onto his cockpit's corroded electrical wiring; the fluid
causes an arc...a spark...and suddenly a fire is spreading
through Rafe's plane.

He grabs his fire extinguisher and triggers a cloud that
snuffs the fire but fills the entire cockpit with choking
smoke; between that and the smeared fluid on his glass, he
can't see a thing.

And the Messerschmidts are swarming over him.

Rafe's wingman dives in, raking the German planes as he
passes.

Rafe tries to open his cockpit cover to clear the smoke, but
it's jammed; he pulls out his .45 pistol and BLAM!  BLAM!
BLAM!  He blows out the glass; the smoke clears enough for
him to take a breath and try to see.  He fights the stick,
but the plane won't respond.

The Messerschmidts rake him again, bullets riddling his
engine.

                     SQUAD LEADER
          Get out of there, McCawley!  Get out of
          there!

Rafe's plane descends, ever faster, passing through clouds,
then clear air again.  The Squad Leader tries to chase and
cover him, but Rafe's dropping fast, and still isn't out of
the plane as the Germans dive on him again, firing.

Rafe's Spitfire hits the broken fog over the water -- the
Squad Leader loses sight of it for a moment -- and then the
plane hits, splashing and exploding all at once.

The Squad Leader winces, and ducks into the clouds as he
reports on his radio...

                     SQUAD LEADER
          McCawley down.  No 'chute.

EXT.  BATTLESHIP WEST VIRGINIA - PEARL HARBOR - DAY

The sailors have assembled on deck for the ship's heavyweight
championship fight, a contest made more interesting to the
sailors because one of the combatants is white and the other
is black.

The battle is more toughness than technique.  The guys
throwing haymakers and shoving each other around the roped
area, as their shipmates cheer and make wild bets.  The white
guy digs a punch deep into the black guy's ribs, and the
black guy slams a double left hook into the white guy's
belly, making him back up and say --

                     WHITE BOXER
          You hit hard -- for a cook.

The black guy rushes the white guy, only to catch a right
cross that wobbles his knees and makes him stagger, with a
fresh cut over his right eye.  The white guy now rushes in,
and the black guy (his name is DORIE MILLER) throws an upper
cut that drops his opponent like a sack of rocks.

The sailors cheer wildly.  Dorie steps back, and rubs his
glove across his brow.  It's really bleeding now.

EXT.  MILITARY BASE - DAY

Evelyn is returning from church with six of her nurse
friends.  It's very quiet on a Sunday morning, almost nobody
at the base; they walk along the path.

                     BARBARA
          Let's get into civvies and find a bar.

                     MARTHA
          Right after church?

                     BARBARA
          You've gotta sin some, to get
          forgiveness.  Come with us, Evelyn.  You
          need some sin.

                     EVELYN
          I've got to write some requisitions.
          We're undersupplied with morphine.

                     BETTY
          Morphine?  We've been here a month and
          nobody's had worse than a sunburn.

Evelyn smiles softly and walks toward the base hospital.

                     BETTY
          I wish she could forget him.

                     BARBARA
          You don't forget love, Honey.  Not ever.

EXT.  HOSPITAL - PEARL HARBOR - DAY

Evelyn approaches the hospital and finds the black boxer
peering in the window.  He's in a T-shirt and navy pants.

                     EVELYN
          Can I help you, sailor?

As Dorie turns, she sees the cut on his head, closed only
with a band-aid; it's dripping blood down his T-shirt.

                     DORIE
          'Scuse me, 'Mam.  All the ship's doctors
          is golfing, and I couldn't find nobody to
          look at this.

                     EVELYN
          Our doctor's gone too.

                     DORIE
          Sorry to trouble you.

                     EVELYN
          Wait, let me look at that... You better
          come in here.

INT.  MILITARY BASE HOSPITAL - DAY

Miller is sitting on a stool; Evelyn bathes the wound.

                     EVELYN
          How'd you get this?

                     DORIE
          Boxin'.

                     EVELYN
          Win?

                     DORIE
          Yes'm.

He says it without pride.  She puts down the basin.

                     EVELYN
          What's your name?

                     DORIE
          Dorie Miller, 'Mam.

                     EVELYN
          I'm Evelyn.  And I'm just a nurse.  But
          I'm not playing golf, and that cut needs
          sewing, or else it's gonna make a big
          lumpy scar.  Whatta ya say?

INT.  HOSPITAL - PEARL HARBOR - LATER

Evelyn clips the ends of her carefully applied stitches;
Dorie's eyes are rolled up as if he could watch from inside
his skull.

                     EVELYN
          How often you fight like this?

                     DORIE
          Every other Sunday.  I'm heavyweight
          champion of the West Virginia.

                     EVELYN
          What do you get for winning?

                     DORIE
          Respect.

She hands him a mirror.  He studies her work.

                     DORIE
          No doctor would'a give me that good.

She walks him to the door.

                     DORIE
          Thank you, 'Mam.

                     EVELYN
          Tell me something, Dorie.  A man as big
          as you -- and smart too, you knew where
          to come when your ship couldn't help --
          do you still have to fight with your
          fists to get respect?

                     DORIE
          I left my Mama and joined the Navy to be
          a man.  They made me a cook -- and not
          even that, really -- I clean up after the
          other sailors eat.  I shine the officer's
          shoes.  In two years, they've never even
          let me fire a gun.

Now Evelyn understands.

                     EVELYN
          You take care, Dorie.

                     DORIE
          You too, 'Mam.

EXT.  MILITARY BASE HOSPITAL - SUNSET

Dorie walks away, down the path between the palm trees.  She
watches him go, and then is transfixed by someone else
coming, silhouetted by the light of the setting sun.  She
can't make out his face, but he's wearing a pilot's dress
uniform, and coming to her right out of the warm orange
sunset that she has stared at so many times.  Her heart slams
against her ribs; she takes a few steps forward.

                     EVELYN
          ...Rafe...

She moves toward him, and he draws near her, walking slowly.
And then she sees his face...

It's Danny.  His face as sad as death itself.

And even before he tells her, she knows.

                     DANNY
          Lieutenant... I'm Danny Walker.  I'm Rafe
          McCawley's best friend.

                     EVELYN
          Were.  Isn't that what you mean?  Were.
          Because he's dead, isn't he?  And that's
          why you've come.

EXT.  A BENCH - OVERLOOKING PEARL HARBOR - SUNSET

Evelyn and Danny sit on the bench, with a sweeping view of
the harbor and the lights winking on all around it as the sun
settles beyond the horizon.  Evelyn is stoic, numb; Danny is
the one who is struggling.

                     DANNY
          Before Rafe left, he asked me to be the
          one to tell you, if it happened.

                     EVELYN
          He told me about you.  That he had no
          other friend like you.

                     DANNY
          Rafe's folks had a crop dusting business,
          owned their own planes.  Real straight,
          frugal.  My father was the town drunk.
          Went to sleep one night on the railroad
          tracks and was still there when the Dawn
          Express came along.  Rafe and I were the
          only ones at the funeral.  He took me
          back to his house, and I never left.

                     EVELYN
          You were more like brothers.

                     DANNY
          I taught him to drink beer.  He taught me
          how to fly.

                     EVELYN
          He said you're the only one he ever saw
          who was better in the air than him.

                     DANNY
          ...He said that?

Evelyn nods, still staring away from Danny.  This pierces
Danny; he looks away, struggling not to let the emotions pull
him completely under.

                     DANNY
          Look, uh...Rafe's dad...he wrote me with
          the news, and it took me a couple of days
          to work up the guts to come here and tell
          you.  I'm not as brave as Rafe, or as
          noble.  But if there's anything I can
          ever do to help -- you let me know, okay?

She stares into the distance.  He stands and puts his hand on
top of hers, as much for his comfort as for hers.

                     DANNY
          I understand why Rafe loved you.  You're
          as strong as he was.

Since she's still not looking at him, he starts to move away.
When he reaches the turn in the path, he looks back, and sees
her figure in the gathering darkness.  She's begun to break
down; and as he watches, her whole body starts convulsing,
and she doubles up in shattering grief.

Danny can't just stand there; he moves back to her, and puts
a hand on her shoulder.  He sits beside her again, and
suddenly she turns to him and sobs upon him.  Danny wraps her
gently in his arms, and then he breaks down, having found the
first place he can truly grieve.

EXT.  JAPANESE BOMBING PRACTICE - JAPANESE ISLAND - DAY

The Japanese have constructed a replica of Pearl Harbor on
their practice island; erecting new target barriers and
silhouettes of the various ships anchored at Pearl.  Streams
of Japanese planes skim overhead in practice bombing runs,
dropping dummy torpedoes and bombs.  From a control platform
erected on the beach, Yamamoto and Genda oversee it all.

                     YAMAMOTO
          Everything real except the fact that no
          one is shooting back at us.

                     GENDA
          If we achieve surprise, they will offer
          little resistance.

                     YAMAMOTO
          Set up teams of radio operators to send
          out messages the Americans will
          intercept, concerning every potential
          American target in the Pacific.  Include
          Hawaii -- the clutter will be more
          confusing that way.

                     GENDA
          Brilliant, Admiral.

                     YAMAMOTO
          A brilliant man would find a way not to
          fight a war.

He looks out at the planes roaring into his practice harbor
at top speed...

INT.  PRESIDENTIAL BEDROOM - NIGHT

Roosevelt's valet leans over him.

Roosevelt wakes; beside the valet is a Presidential AIDE.

                     AIDE
          Mr. President, we've received a message
          from the Argentinian ambassador to Japan.
          His sources tell him the Japanese are
          assembling their fleet to attack us.

                     PRESIDENT ROOSEVELT
          We're picking up warnings for every
          American base in the Pacific.  Does this
          ambassador know the target?

                     AIDE
          Not for sure.  But he thinks it's Pearl
          Harbor.

                     PRESIDENT ROOSEVELT
          Tell the Pentagon.

The Aide leaves quickly and Roosevelt starts to get out of
bed; his valet comes to help him.

                     PRESIDENT ROOSEVELT
          No, George, I need the practice, in case
          there's a fire.

Roosevelt drags himself out of bed, crawling toward the
bathroom, his powerful arms dragging his lifeless legs.

INT.  PENTAGON - DAY

ADMIRALS and other OFFICERS are gathered around a giant map
of the Pacific.

                     ADMIRAL
          The attack seems inevitable.  The
          question is where?  The way to answer
          that question is to ask:  if we were the
          Japanese, how would we do it?

He nods to a VICE ADMIRAL, who stands over the map.

                     VICE ADMIRAL
          Between America and the Far East are the
          sea lanes where the winds and the
          currents make the best route for
          shipping.  Far above is the northern
          route, between Canada and Russia.
          Between these two is something they call
          the Vacant Sea.  If I were the Japs, I'd
          send a task force there.  You could hide
          the entire land mass of Asia in the
          Vacant Sea, and nobody would know.

                     ADMIRAL
          So they pop out and attack where?

                     VICE ADMIRAL
          That's the problem, Admiral.  They could
          hit anywhere they want.

Nobody has any solution.

EXT.  PACIFIC OCEAN - DAY

A huge Japanese fleet steams toward Hawaii.  It is an awesome
sight.  Carriers, battleships, destroyers, and entire battle
group, traveling under complete radio silence, their hulls
power through the waves.  On the lower decks of the carriers
are hundreds of planes -- fighters and bombers.

EXT.  PEARL HARBOR - DAY

The American ships are lined up at anchor, calm, placid.

EXT.  BEACH - DAY

The sailors and soldiers bask in the sun, play volleyball.

The aircraft carrier Lexington steams past toward the harbor
entrance.

                     VOLLEYBALL PLAYER 1
          Where's the Lexington going?

                     VOLLEYBALL PLAYER 2
          Out on maneuvers, like the Enterprise.

EXT.  GOLF COURSES - OAHU - DAY

Men in military haircuts -- officers -- stroll the golf
courses, enjoying themselves.

INT.  DENTIST'S OFFICE - DAY

The DENTIST, an ethnic Japanese, is working on a patient with
his mouth agape.  The DENTIST ASSISTANT intrudes.

                     DENTAL ASSISTANT
          Dr. Takanawa, you have a call from Tokyo.

                     DENTIST
          Please excuse me.  Just relax.

Leaving his patient with a mouth full of instruments, the
Dentist moves to his outer office, which looks directly out
over Pearl Harbor.  He speaks in Japanese.

                     DENTIST
          Takanawa... Yes?...

He seems confused by the call, but he responds by looking out
over the harbor, then saying into the receiver --

                     DENTIST
          Yes, they are all...no wait, I see the
          big one moving.  The one that's flat on
          top, what do they call it?...

INT.  SURVEILLANCE BASE - DAY

Some tired Army Intelligence types -- A LISTENER, a TRACKER,
and an INTELLIGENCE SUPERVISOR, are sitting at a bank of
phones.  The LISTENER is a Japanese-American.

                     LISTENER
          Here's something, over the line from
          Tokyo.

He switches on the recording equipment and looks to the
TRACER, sitting at a battery of equipment.

                     TRACER
          It's connected to a local dentist.  His
          office is beside Pearl Harbor.

                     INTELLIGENCE SUPERVISOR
          This dentist, is he a spy?

                     LISTENER
          Sounds too innocent.  His accent is from
          the old country.  Somebody official-
          sounding calls, he thinks it's
          discourteous not to respond.

INT.  BARBER SHOP - DAY

Admiral Kimmel is settling into the barber chair when his
AIDE enters and nods for the barber to move a few paces away,
so that he can speak privately.

                     AIDE
          Sir, we just had an intelligence
          intercept.  Someone from Tokyo called a
          local dentist whose office looks over
          Pearl.  They wanted to know the exact
          location of the ships.

                     ADMIRAL KIMMEL
          Someone from Tokyo asks a dentist how the
          ships are sitting... What are we supposed
          to do about that?

                     AIDE
          I...don't know, Sir.  But it just seemed
          significant.

                     ADMIRAL KIMMEL
          Have intelligence keep monitoring him.

The Admiral sinks back into the chair.

EXT.  MILITARY BASE HOSPITAL - DAY

A young amateur PHOTOGRAPHER, about 16, wearing a hat with
"PICTURES OF PARADISE" printed on it's crown is ready to snap
a shot of Evelyn and her nurse friends having a picnic lunch
on the lawn outside the hospital.

                     PHOTOGRAPHER
          Closer, ladies!  Closer!  Now smile!...
          Great!  Next week I'll show you a print
          and you can order your Pictures of
          Paradise!

He hustles off.  Betty hands out picnic baskets.

                     BETTY
          Barbara, here's yours...and Evelyn, here
          you are.

Evelyn opens her basket, and finds a lei of Hawaiian flowers
stuffed in the top.  Betty scoots over and puts the flowers
around Evelyn's neck.

                     BETTY
          It's been a month and you haven't smiled.
          We just want you to know we love you.

Evelyn's touched -- but before she can react two P-40's zoom
out of the skies, wings clipping the tops of the palm trees
as they blast over head.

INT.  COCKPIT'S OF THE P-40'S - DAY

Danny and Anthony are the pilots; as they pull up and away,
they pass over some officers on the golf course, scaring the
shit out of them as they putt.

EXT.  MILITARY BASE HOSPITAL - DAY

The nurses have sprawled to the ground; now even Evelyn is
smiling.

                     BARBARA
          What is it with nurses and pilots?

EXT.  MILITARY BASE HOSPITAL - PEARL HARBOR - EVENING

Evelyn walks out of the hospital.  She's still wearing her
lei.  The sun is going down in a spectacular sunset.

She stares at the orange glow at the edge of the world.  She
breathes in the sea air, and tries to breathe out the
sadness.  The water of the harbor laps close to where she
stands, the sunset polishing its surface.

She takes the lei from her neck, plucks a single flower, and
holds it like the rose Rafe once gave her.  Then she tosses
the rest of the lei into the ocean and watches it float away,
as the sun sinks behind the horizon.

INT.  MILITARY BASE HOSPITAL - NIGHT

Evelyn finds her purse, and tucks the flower into it.  She's
alone in the hospital, everyone else has gone; she turns her
mind toward work, something to lose herself in.

EXT.  MILITARY BASE - NEAR THE PILOTS' BARRACKS - DAY

Danny is walking toward the barracks when a COLONEL hopping
mad, confronts him.

                     COLONEL
          You're Walker, right?

                     DANNY
          Yes Sir.

                     COLONEL
          That was a nice little stunt you pulled,
          buzzing the base.

                     DANNY
          You liked that?

                     COLONEL
          Oh yeah.  I liked it so much I'm cutting
          you out of the squadron.

                     DANNY
          Sir?

                     COLONEL
          I don't buy that hot dog shit.  So you
          and your buddies are gonna transfer your
          planes up to Haleiwa.

                     DANNY
          Hale-what?

                     COLONEL
          You'll love it.  No base, no bars, just
          lots of sun and aircraft maintenance.

                     DANNY
          Sir, I --

                     COLONEL
          Too late for apologies, Walker.

                     DANNY
          I wasn't gonna apologize, Sir.  I was
          just gonna say it was worth it to feel
          like a real pilot again, even if it was
          only for five seconds.

The Colonel glares at him and stalks away.

INT.  BASE CANTEEN - NIGHT

Danny and Evelyn are having coffee at the base canteen.

                     DANNY
          How's everything?

                     EVELYN
          We got some soldiers in traction from a
          jeep accident, but it's quiet.  Except
          for the occasional fighter plane buzzing
          us.

                     DANNY
          That might not have been such a good
          idea.  They're making us fly out of a
          half-paved airfield.  The real punishment
          is that I won't be back to the barracks
          till it's too late for dinner or coffee.
          So I guess it's goodbye for awhile.

                     EVELYN
          I was just thinking that war is a series
          of goodbyes.  Do you think that's why
          we're meeting.  To help us say goodbye to
          Rafe?

                     DANNY
          I swore not to talk about him tonight,
          but there's all this stuff I think I
          ought to tell you, that he didn't get a
          chance to.  Rafe was...he was lonely.  He
          had such high expectations of himself
          that he always felt empty.  The week he
          met you he told me he felt his heart had
          always lived in winter, and for the first
          time in his life he has seen the spring.

He's been lost in his own thoughts of Rafe; now he notices
the tears welling up in her eyes.

                     DANNY
          Sorry.

                     EVELYN
          He told me he didn't want to leave me
          with regret.  Now that's all I have.

                     DANNY
          Hey, have you seen Pearl Harbor at night?

                     EVELYN
          Well...sure.

                     DANNY
          From the air?

EXT.  HALEIWA AIR FIELD - NIGHT

A P-40 takes off from the remote airfield, lit only by the
full moon.

INT.  P-40 - NIGHT

Evelyn sits on Danny's lap, like Rafe sat in his Daddy's lap
years before.  Danny flies easily, the cockpit open, his arms
slipped under hers.

The sky above them is startlingly clear; a billion stars
dancing around a full moon.

                     EVELYN
          So beautiful!

                     DANNY
          Hang on.

He spins the plane in an easy half turn, inverting their
heads above Pearl Harbor, gorgeous in the moonlight, the
battleships aglow, the moon reflected in the peaceful water,
embraced by the island of Oahu.

EXT.  HALEIWA AIR FIELD - NIGHT

The P-40 soars easily in and settles to earth.  Danny shuts
down the engine.  Danny carefully removes the harness around
her.  She looks overhead.  The stars are still bright above
them.

                     EVELYN
          I didn't realize until tonight that I've
          stopped wanting to live.

She turns in his lap, and looks at him.  Their eyes connect.
Tentatively, almost reluctantly, they kiss.

EXT.  MILITARY BASE HOSPITAL - NIGHT

The POV of someone moving through the gathering darkness
approaches the hospital.

The lights from within the hospital, and the pristine white
beds beneath those lights, give the place a kind of glow,
where Evelyn moves alone and beautiful, like a ballerina in a
giant's jewel box.

Now we see the shoulders of the figure, from behind, and can
tell that it is a man in uniform, but at first we can't tell
who.  He's standing dead still, transfixed in watching Evelyn
through the windows.

INT.  BASE HOSPITAL - NIGHT

Evelyn moves to her desk, and sits down.  She looks at the
calender turning back to October, where she wrote on the
square of October 22, "Order supplies" -- she counts the
weeks from then to today, December 6.

EXT.  MILITARY BASE HOSPITAL - NIGHT

We see the full figure of the man watching her.  And now we
see his face.  It is Rafe.

His left hand is bandaged, but he is very much alive --
though seeing Evelyn has taken his breath, and even seems to
have robbed him of the power to move.  His eyes pick up every
detail of her -- her face...her hands.

And as Rafe watches Evelyn, he has the SUDDEN JOLTS OF
SUBLIMINAL FLASHBACKS...punctuated by fragments of the letter
she wrote to him, and INTERCUT with Rafe in the present,
watching Evelyn.

                     EVELYN'S VOICE
          Dearest Rafe --

IN SUBLIMINAL FLASHBACK, RAFE'S SPITFIRE, crippled and
trailing smoke, passing through a patch of cloud as Rafe
hurls himself from the cockpit and jerks the ripcord of his
chute.

IN THE PRESENT...Rafe's face winces with the memory, and he
rivets his eyes on Evelyn, as if to force himself to know
that this moment is real.

SUBLIMINAL FLASHBACK...RAFE LANDS IN THE WATER, and the shock
of its coldness travels up his body faster than his body
sinks into the water.  He's cloaked in the fog; his
parachute, pushed by the wind, is pulling him along face
down.  He fights with the straps, flips himself over, and
pulls the release...

But he's still in desperate trouble; in his flying clothes,
his heavy leather jacket soaking with sea-water, he's going
down; his body sinks beneath the surface...

                     EVELYN'S VOICE
          ...Every sunset...

IN THE PRESENT, Rafe's chest trembles... Is it from the
memory of the frozen water, from the emotion of seeing Evelyn
again -- or both?

SUBLIMINAL FLASHBACKS -- Below the surface of the North Sea,
Rafe's body drifts, but he fights his way back up...he kicks
off his shoes, sheds the jacket, strips off his pants and
starts tying the cuffs into knots.

Then, in a CUT, he is floating in the water, his pants turned
into a makeshift life preserver, his body shaking
convulsively from the cold.

Then in another CUT we see him after he's been in the water
for so long that his body no longer trembles; he's lost
consciousness.  He has no strength, no will to live... His
face settles into the water...his body slips from his
preserver, and drifts beneath the surface...

                     EVELYN'S VOICE
          ...gather it's heat into my heart, and
          send it to you...

IN FLASHBACK, Rafe beneath the surface... His eyes come open.
From his POV beneath the water, he sees something above the
surface.  It's only in his mind, but that makes it no less
real...an orange glow, the warmth of the sunset, and her face
above the surface... His limbs come to life, and he fights
his way up, breaking the surface.  The whole sea around him
is dark and empty, but he grabs his makeshift preserver and
holds on for dear life...and for Evelyn.

IN THE PRESENT Rafe stares through the window, at Evelyn, but
he can't go in.  He backs away from the window.

INT.  PILOT'S BARRACKS - NIGHT

A Japanese-American MESSAGE BOY parks his motorbike outside
and enters the barracks.

                     MESSAGE BOY
          Daniel Walker?...

Danny rises from his bunk and accepts the telegram.  As the
message boy leaves, Danny reads... The news he learns stuns
him...

EXT.  BENCH - OUTSIDE THE HOSPITAL - NIGHT

Rafe is still lost in thought.  He hears steps running up --
and sees Danny -- who spots him at the same moment.

                     DANNY
          Rafe!

INT.  MILITARY BASE HOSPITAL - NIGHT

Evelyn puts away the calender.

EXT.  MILITARY BASE HOSPITAL - NIGHT

Rafe is sitting at the bench, his head down.

ANGLE - Evelyn on the path; she sees someone on the bench,
his form hauntingly familiar.  He hears her, and looks up.
It's Rafe.

From Evelyn's POV, the whole world spins.  She faints.

Rafe jumps to catch her before she slams to the ground.  He
gathers her into his arms, and she looks up into his face.
He's real, very real.

                     RAFE
          Evelyn.

She's trembling, shaking.  He lifts her to her feet, and
moves her to the bench.

                     RAFE
          I sent telegrams, I guess the military
          traffic held them up.

                     EVELYN
          Why were you sitting here, instead of...

                     RAFE
          I saw you, I couldn't go in, I...just
          stood there wondering if you knew.  You
          looked...sad, and I had to sit down a
          minute.

                     EVELYN
          How did you?...

                     RAFE
          ...Survive?  I jumped in a patch of fog,
          and nobody could see me.  I hit the water
          hard.  And it was so...cold.

He looks toward the horizon, when the last light of day fades
to black.  There's something he thinks about saying, and
doesn't.  Then...

                     RAFE
          I don't know how long I was in the water.
          A Norwegian freighter picked me up.  They
          were headed to Spain.  They docked in La
          Rota, right beside a German ship, and
          told me to stay hidden below.  I was
          afraid they'd turn me in, so I stole some
          clothes, jumped ship, and found a church,
          where the priest contacted the
          resistance, and got me on a freighter to
          New York.

He looks at her, then looks down again.

                     RAFE
          I called my folks, then Colonel
          Doolittle.  The Colonel sent a man to
          pick me up.  They wanted to debrief me.
          I told the Colonel I needed to see
          somebody first, and he had a supply
          flight heading out in an hour.
               (beat)
          I've done a lot of talking.  You haven't
          said anything.

                     EVELYN
          I'm just...so amazed, so glad to know
          that you're okay.  You are okay, aren't
          you?

                     RAFE
          Nothing that won't heal.  I guess.

At these words, she looks at him for a long, long moment.

                     EVELYN
          It's been...so different, being so sure
          you were dead.

                     RAFE
          I'm so sorry for what you must've gone
          through, but I'm back.

He sees the troubled look on her face.

                     RAFE
          Maybe I've assumed too much.  Has
          something changed?
               (beat)
          I'm afraid to ask what.  And I'm afraid
          not to.
               (beat)
          Have you fallen in love?

She nods; she can't even say it.  Rafe's dying inside.

                     RAFE
          It's all right.  Danny always said I see
          things with my emotions instead of my
          eyes.

                     EVELYN
          It's not your fault, Rafe.  The letter I
          wrote you, they --

                     RAFE
          Don't worry about that.  Guys away from
          home, lonely, good-hearted women try to
          cheer them up.

                     EVELYN
          It's not that I didn't mean everything I
          wrote.  It's just that -- I thought you
          were dead.  And now --

Danny runs up, through the darkness.

                     DANNY
          You're alive!

Rafe and Danny stare at each other; Danny hesitates, looking
from Rafe to Evelyn, wondering what they've said.  Then Rafe
looks at Evelyn, and picks up the look on her face.  In that
moment he puts it all together.

                     RAFE
          Aw, God.  Oh my God.

Danny's speechless, and for a moment Evelyn is too.

                     EVELYN
          Rafe --

He puts up a hand, to silence her, and walks away suddenly.
Evelyn and Danny are left frozen.

EXT.  SHORE OF PEARL HARBOR - NIGHT

Rafe stares out at the harbor, seeing nothing.  As he stands
there alone and shattered, he has one more

SUBLIMINAL FLASHBACK

Rafe is in the water of the North Sea; he seems dead, but his
makeshift preserver is keeping his face above the surface.
Something slides through the water and stops beside him; it's
a dinghy, and behind it is a trawler.

Hands grab Rafe and drag him onto the dinghy...

In a QUICK CUT, Rafe's body is laid out on the deck of the
trawler.  The crewmen think he's dead.  His body is stiff,
his lips white; and they say so, in Norwegian...

But one of the other crewmen notices a quiver in his eyelid,
then quickly covers Rafe with his on wool peacoat and presses
back an eyelid to see his pupils.  Rafe's white lips move.
The crewmen realize he's trying to say something.

And Rafe does utter something, barely audible; something the
Norwegian crewmen don't understand.

                     RAFE
          Evelyn...

IN THE PRESENT Rafe struggles to bury that memory so far that
he'll never feel it again.

EXT.  NURSES' QUARTERS - NIGHT

Danny escorts Evelyn back to her quarters.

                     DANNY
          Don't worry.  I'll find him.

He hugs her; their embrace earnest yet tingled with guilt,
and Danny leave quickly.  Betty steps out of the nurses'
quarters and hands Evelyn a telegram.

                     BETTY
          This came while you were gone.

Evelyn knows it's the telegram from Rafe, to tell her he's
alive.  Without opening it, she begins to cry, and hurries
away from the barracks so the other nurses won't see.

EXT.  HICKAM FIELD - NIGHT

Danny crosses the tarmac toward the clustered P-40's.  He
spots what he's looking for.  Sitting in the cockpit of one
of the P-40's is Rafe.  Rafe won't look at him.  Danny climbs
up on the wing, and sits down there.

                     DANNY
          You'd always go sit in a plane whenever
          you were upset.

                     RAFE
          Upset?  Why should I be upset?

                     DANNY
          Let's go get a drink.  Unless you're
          scared to talk about it.

CLOSE - A Mai-Tai volcano clunks onto a table.

INT.  FUNKY OAHU BAR - DAY

                     DANNY
          Drink up.  Then we'll talk.

Rafe takes the challenge, and takes a long pull on one of the
straws.  Red, Anthony, Billy, and several others enter the
bar.

                     ANTHONY
          Rafe?!

They rush the table...

INT.  FUNKY OAHU BAR - LATER

They're all drinking, and the whole bar is rocking.  Rafe
uses glasses to show his buddies tactics.

                     RAFE
          They'll go under you because their planes
          are faster, then they run so you can't
          catch 'em.  But then they'll come around
          and take you from behind -- like some
          Americans will.

The last words bring the group to silence.  The other guys
drift away, to give them room.

                     RAFE
          Sorry.

                     DANNY
          Why be sorry?  That's what you feel, it's
          better to come out with it.

                     RAFE
          I didn't mean it.

                     DANNY
          Sure you did.  So come on.  Say what you
          think.

                     RAFE
          Waitress!  Four beers!

                     DANNY
          You don't wanna put beer over mai-tai.

                     RAFE
          If you can't keep up, don't drink yours.

The waitress delivers four bottles to the table.  Rafe takes
a slow sip, then stares at Danny.

                     RAFE
          We gotta face some facts here.

                     DANNY
          What facts are those?

                     RAFE
          I understand how it could happen.  I know
          why any guy would love her.  And I can't
          blame you that it happened.  You thought
          I was dead, she was grieving, you were
          trying to help her.

                     DANNY
          I was grieving too.

                     RAFE
          Yeah, right.  Anyway, you didn't know.

                     DANNY
          So what are you saying?

                     RAFE
          I'm saying now you do know.  So it's time
          for you to fuck off.

                     DANNY
          You left her.  How's that for a fact?

                     RAFE
          How's this for a fact?  I loved her
          first.

Danny takes a long pull of beer, and Rafe does the same.

                     DANNY
          You know, you're a lousy drinker.
          Drinking's supposed to make men feel
          bigger.  It only makes you stupid.  And
          weak.

Rafe nods thoughtfully, and sets down his beer.

                     RAFE
          How's this?

BAM!  He knocks Danny out of the chair, flat on his ass.
Danny backhands the blood from the corner of his mouth.

                     DANNY
          You want it, you got it.

He kicks Rafe in the back of the knee, then mule kicks him in
the chest as he goes down, and the fight is on.

The bar's bouncer, a big Samoan, moves over to break them up
-- but Anthony steps in his way.

                     ANTHONY
          Let 'em fight, they need it.

The bouncer tosses Anthony aside, but before he can move in
to interrupt the fight, Red breaks a lava volcano of Mai-Tai
over the bouncer's skull.  The bartender picks up the phone
to call the M.P.'s.

Rafe and Danny are exchanging punches in the middle of the
room.  Sailors sitting at the bar have swung around on their
stools to watch the action.  The other pilots are wincing
with the punches their friends exchange, and bobbing and
weaving as if in the fight themselves.  A SAILOR tapes Billy.

                     SAILOR
          Is this a private fight or can anybody
          jump in?

Billy hits him.  The whole bar erupts.

Rafe and Danny are really having at it, fueled by so much
emotion that nothing hurts.  They're on the floor now, trying
to rip each other apart.  They struggle to their feet and
Rafe manages to knee Danny in the balls.  Danny doubles over
in pain.

                     RAFE
          That hurt?  I didn't think you had any
          balls.

Without looking up, Danny lunges at Rafe, tackling him around
the waist, driving him at the wall.

But they don't hit the wall; they tumble through the back
window of the bar -- not covered in glass, but fronds and
wood -- and out into the back alley.

They're lying there in the debris when they see the M.P.
jeeps coming.  They drag each other to their feet, and run
away.

EXT.  PACIFIC OCEAN - NIGHT

The Japanese task force rumbles through the night, the bows
of the great ships blasting through the crashing waves.

INT.  AIRCRAFT CARRIER AKAGI - NIGHT

Yamamoto's flagship.  The clock reaches midnight, and a
sailor tears off it's calender.  It's December 7, 1941.

                     YAMAMOTO
          The submarines will be reaching the
          harbor soon.  I hope they don't set off
          the alarm too soon.

EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

An American destroyer, the SELFRIDGE, leads a squadron of
destroyers on patrol, near the entrance of Pearl Harbor.
LOOKOUTS on the bridge think they spot something.

INT.  CONTROL ROOM - DESTROYER SELFRIDGE - NIGHT

The WATCH OFFICER listens to a report on his headset and
turns to the CAPTAIN.

                     WATCH OFFICER
          Captain, lookouts report a sighting, two
          points off the starboard beam.

The sonar operator looks up and nods.

                     SELFRIDGE CAPTAIN
          How big?

                     SONAR OPERATOR
          ...I've lost it.

                     SELFRIDGE CAPTAIN
          Probably a blackfish.  I've seen them
          look like subs.

EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

Another destroyer, the RALPH TALBOT, cruises behind the
Selfridge.  On it's bridge, the DUTY OFFICER speaks to the
CAPTAIN.

                     DUTY OFFICER
          Sir, Selfridge reports a contact, then
          lost it.  Now our sonar reports the
          contact.

The Captain looks toward the Selfridge, then trains his
binoculars on the water were the Duty Officer points.  He
sees something dark and black slipping along beneath the
surface.  He gets onto his intercom.

                     CAPTAIN OF THE RALPH TALBOT
          Radio room!  Raise the Selfridge.  Tell
          the Squadron Commander we have spotted a
          sub and request permission to depth
          charge.

He looks again at the black shape, passing a few hundred
yards from them.

                     CAPTAIN OF THE RALPH TALBOT
          We're five miles from Pearl Harbor and
          it's moving in from the open sea.
          Prepare to move to attack speed.

The INTERCOM comes alive.

                     INTERCOM
          Sir, the Squadron Commander on Selfridge
          denies permission.

                     CAPTAIN OF THE RALPH TALBOT
          What?

                     INTERCOM
          Denies, Sir.  He says it's a blackfish.

The Captain chokes back his frustration and shuts down the
intercom -- but then he says to the Duty Officer, as they
watch the shape disappear toward Pearl Harbor...

                     CAPTAIN OF THE RALPH TALBOT
          If it's a blackfish, it has a motorboat
          up it's ass!

EXT.  OAHU - ROAD - NIGHT

Danny has pulled his Buick convertible off the road; Rafe is
bent over, his head out of frame; he's throwing up.  Danny's
banged up from the fight and still drunk himself; he waits
beside Rafe, who chokes out between heaves --

                     RAFE
          How come you're not pukin'?

                     DANNY
          I guess I'm used to it.  I've felt like
          throwing up every minute since you got
          back.

Rafe straightens up, but the waves of sickness come back over
him and he bends over again.  Danny looks at his friend, and
the pain is written on Danny's face.

                     DANNY
          Don't blame her, Rafe.  It's not like
          you're thinking.

                     RAFE
               (between heaves)
          Fuck you.

                     DANNY
          She loves you.  I know that.  And part of
          what she loves in me is how much of you
          she sees in me.

Rafe doesn't seem to be listening; but Danny knows he is.

                     DANNY
          We were both torn up.  I started dropping
          by to see her, because we understood what
          each other felt.  We'd have coffee and
          try not to talk about you, but we always
          would.

Rafe stands to face Danny; this is hard for Danny to say.

                     DANNY
          She said I was so much like you.  I said,
          No, I'm not.  I'm like I am because of
          you, but I'm not you, not as good as you.
          Everybody else saw me as a loser with a
          big chip on his shoulder.  But you saw
          the better part of me, the part of me
          that could be like you, and changed me.
          You made me who I am.

                     RAFE
          How sweet.  Is that when you put the move
          on her?

Danny slams his fist into Rafe's sick gut.  Rafe doubles over
again, coughing, nothing left in his belly to come up.

Rafe stand slowly, nodding as if he knows the punch was what
he deserved.  Danny's about to apologize when once more Rafe
knees him in the balls.

Danny folds up, drops to his knees, and starts to retch.

                     RAFE
          That's better.

Rafe crawls into the back seat of the car and passes out,
Danny still collapsed at the side of the road.

EXT.  PACIFIC - NIGHT

The Japanese task force storms on.

INT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

IN THE PREP DECKS, the planes are being armed with bombs and
torpedoes.

IN THE PILOTS' QUARTERS, the pilots individually sit before
personal shrines, saying private prayers, writing letters.

EXT.  JAPANESE CARRIERS - FLIGHT DECKS - NIGHT

The planes are brought up on the elevators; deck crewmen
start rolling them into position.

EXT.  UNDER THE SURFACE OF THE PACIFIC - NIGHT

A Japanese submarine with a midget sub attached to its hull
runs silently toward Pearl Harbor.

EXT.  OCEAN SURFACE - NIGHT

The periscope of the submarine breaks the surface.

INT.  JAPANESE SUB - NIGHT

The sub commander looks through the periscope and sees the
lights of Oahu far in the distance.

                     SUB COMMANDER
          Prepare to launch midget sub.

INT.  BUNK AREA OF SUB, BETWEEN TORPEDOES - NIGHT

The sailor who will drive the midget sub completes his
ceremonial sponge bath, and places a handwritten letter on
his personal shrine.

                     SAILOR'S VOICE (LETTER)
          My revered father, I go now to fulfill my
          mission and my destiny.

INT.  THE LAUNCH OF THE MIDGET SUB - NIGHT

We see the sub surface, and the sailor exit the main hatch of
the big sub, then force himself through the tiny hatch of the
midget sub.

                     SAILOR'S VOICE (LETTER)
          I hope it is a destiny that will bring
          honor to our family, and if it requires
          my life I will sacrifice it gladly, if
          you can think of me and my hope to be a
          good servant of our nation, and a worthy
          son.  With love and devotion, Kazuyoshi.

EXT.  FLIGHT DECK, JAPANESE CARRIER - NIGHT

A single scout plane launches into the air.

INT.  SCOUT PLANE - NIGHT

The plane climbs to a high altitude, toward the dawn and
Pearl Harbor.

EXT.  PACIFIC OCEAN - NIGHT

The Japanese carriers turn into the wind and raise combat
pennants.  A color guard raises the Japanese flag as the deck
crew stand at attention, seeing the rising-sun flag snap
potently in the wind.

EXT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

The first wave of Japanese planes begins to launch.  It is a
stirring sight for the Japanese; the pilots waiting in their
cockpits, the officers watching from the bridge, the seamen
on the flight deck.

The first plane taxis along the flight deck and lifts into
the sky.  The seamen cheer and wave their caps.

EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

The American destroyer WARD cuts through the water, moving
back into port after a night patrol.  It's CAPTAIN is on the
bridge, and its lookouts are still scanning the waters.

                     LOOKOUT
          Captain, do you see that, in our wake?

The Captain raises his binoculars and looks out behind the
ship.  He sees something small and black there.

                     CAPTAIN OF THE WARD
          That's a conning tower.

                     OFFICER
          Could it be one of ours?

                     CAPTAIN OF THE WARD
          He's trying to follow us through the sub
          nets, into the harbor.  Sink the son of a
          bitch.

EXT.  DECK OF THE DESTROYER WARD - NIGHT

The deck gun barks, aimed toward the conning tower of the
Japanese sub in the distance.  The first shot sails directly
over the tower, missing.

INT.  THE SUB'S CONTROL ROOM - NIGHT

The Japanese sub commander sees, through his periscope, the
flame erupt on the Ward's deck; he's being fired upon.  He
snaps orders --

                     JAPANESE SUB CAPTAIN
          Dive!  Dive!

EXT.  THE DECK OF THE WARD - NIGHT

The gunners snap in another shell and fire again.  It's a
direct hit, the sub is ripped apart, it rolls over.

INT.  WARD'S BRIDGE - NIGHT

The Captain watches the sub sinking and snaps an order.

                     CAPTAIN OF THE WARD
          Fleet command, from destroyer Ward.  Have
          fired upon and sunk enemy submarine
          seeking to enter Pearl Harbor.

EXT.  ESTABLISHING - RADAR STATION - PEARL HARBOR - DAWN

INT.  RADAR STATION - PEARL HARBOR - DAWN

There are two guys left in the room, yawning over their new
radar equipment.  The Officer, ELLIS, checks his watch; it's
a few minutes after seven a.m.

                     ELLIS
          Time to shut her down.  That was a good
          first session.  You'll get the hang of
          this new radar soon.

                     PRIVATE
          Thank you, Sir.  Hey...what's this?

His screen shows a huge cloud of blips, heading toward them.

                     ELLIS
          I've never seen anything like that
          before.

He gets on the telephone.

INT.  ARMY HEADQUARTERS - DAWN

The phone rings and an officer answers.

                     OFFICER
          Watch command... Coming from which
          direction?... Hold on.

He covers the phone and tells his commander --

                     OFFICER
          Radar station has picked up a cloud of
          blips, coming in from the northeast.

He switches on the radio, and tunes it to KGMB; hearing the
Hawaiian music reassures him something...

                     COMMANDER
          KGMB is on early.  That means we've got a
          flight of B-17's coming in from the
          mainland, they use the radio music for a
          homing beacon.

INT.  RADAR STATION - PEARL HARBOR - DAWN

Dismayed, Ellis listens to the response from the
headquarters.

                     ELLIS
          All right, Sir.
               (he hangs up)
          They say don't worry about it.

He and the private look again at the cloud of blips --
growing ever larger, and moving in fast.

EXT.  THE SKIES ABOVE THE PACIFIC - DAY

The Japanese formations are streaking through the sky.

INT.  THE COCKPITS - DAY

The Japanese bombers, with three-man crews, are listening to
the Hawaiian music of the radio station, using it for their
homing beacon.  They look out and see the sunrise -- it's
beautiful, and resembles the Japanese flag.

EXT.  SKIES ABOVE PEARL HARBOR - DAWN

The Japanese scout plane is high in the air.  It radios --

                     SCOUT PLANE PILOT
          Harbor quiet.  Ships in place.  Carriers
          gone.

INT.  BRIDGE OF YAMAMOTO'S CARRIER - DAY

Yamamoto is handed this message.

                     YAMAMOTO
          We have achieved surprise, but their
          carriers are not in port.  I don't like
          this.

                     GENDA
          We have a fighter screen up, in case we
          are attacked, Admiral.

                     YAMAMOTO
          We must go ahead.  This is our moment.

INT.  ADMIRAL KIMMEL'S HOME - DAY

The Admiral, dressed in his golf clothes, is leaving his home
when a naval LIEUTENANT appears at his door.

                     LIEUTENANT
          Admiral, one of our destroyers reports
          sinking a sub on its way into Pearl.

                     ADMIRAL KIMMEL
          Relay that to Washington...and cancel my
          golf game.

INT.  ADMIRAL KIMMEL'S OFFICE - OAHU - DAY

Kimmel enters his office, and is handed the latest
dispatches.

                     ADMIRAL KIMMEL
          Any response from Washington?

                     KIMMEL'S AIDE
          Nothing, Sir.

EXT.  WESTERN UNION OFFICE - PEARL HARBOR - DAY

A telegram, addressed to Admiral Kimmel, lands in the
regular, not urgent, dispatch box.  The messenger handles it
promptly, hopping on his motorbike to deliver it.

EXT.  SKIES ABOVE THE PACIFIC - DAY

The Japanese planes increase throttle and nose down, diving
toward the surface, hurtling into attack mode.

EXT.  PEARL HARBOR - DAY

The harbor lies quiet.  It's a sleepy Sunday morning.
Children are playing, officers are stepping from their houses
in their shorts to get the morning paper...

EXT.  MOUNTAINSIDE - OAHU - DAY

Hawaiian Boy Scouts are hiking on a side of one of the
mountains overlooking Pearl.

Suddenly booming over the mountain, barely ten feet above the
summit, comes a stream of planes.

The boys are awed.  What is this?

EXT.  PEARL HARBOR - DAY

QUICK INTERCUTS - Between the approach of the Japanese
planes, and sleepy Pearl Harbor...

-- The planes, in formation, their propellers spinning, their
   engines throbbing...

-- Pearl Harbor, with the ships silent, their engines cold,
   their anchors steady on the harbor bottom.

-- The Japanese submarines heading in.

-- The American destroyers docking, instead of going out to
   search for them.

-- Another formation of Japanese bombers climbing high, into
   attack position.

-- The Japanese torpedo planes dropping down to the level of
   the ocean, their engines beginning to scream.

-- The American planes bunched on the airfields.

-- ON THE JAPANESE CARRIERS, Yamamoto and his staff huddle
   tensely, over their battle maps.

ON THE JAPANESE CARRIER DECKS, the second wave of planes is
being brought up and loaded with munitions...the Japanese
flag snaps tautly in the wind...

ON THE GOLD COURSE NEAR PEARL HARBOR, American officers are
laughing on the putting green near the club house, where the
American flag droops from the flag pole, limply at peace.

-- The Japanese planes roaring down just over the wave tops
   of Pearl Harbor itself.

-- Children playing in the early morning sun, looking up as
   they see the planes flash by.  The children look --
   they've never seen this many, flying this low...but they
   are not alarmed, only curious.

The images come faster and faster, the collision of Japan's
determination and American's innocence...

EXT.  DECK OF OKLAHOMA - DAY

Two sailors are standing on the deck, sharing a smoke,
looking out over the quiet harbor.  One of them sees the
first few planes streaking in.

                     SAILOR 1
          Look at that.

                     SAILOR 2
          It's the Army again, practicing on us.

Something drops from the lead plane and splashes easily into
the water; the plane banks away.

                     SAILOR 2
          Practice torpedoes.

A white streak runs through the water at them.

                     SAILOR 2
          Now listen, you'll hear a little thud
          when it hits the side of the ship.

They watch it rush at them...then, a MASSIVE EXPLOSION!  It
throws up a fifty foot wall of water, hurling the sailors and
everything else on the deck into the sea.

EXT.  THE ATTACK ON PEARL HARBOR - DAY

-- The first wave of planes drop more torpedoes; they plunge
   BENEATH THE SURFACE, their wooden fins working perfectly,
   the torpedoes speeding to their targets...

We see their AWESOME BLASTS against the anchored ships as the
torpedoes hit home.

-- The Japanese LOW ALTITUDE BOMBERS come in; some drop their
   bombs directly into the ships; some skip their bombs
   across the water, the bombs glancing off the surface and
   then slamming the sides of battleships with tremendous
   explosions.

-- INSIDE THE SHIPS, sleeping sailors are thrown from their
   bunks; those already awakened run for their battle
   stations, and try to make it up to the deck; but there's
   no escape there, as...

-- Zero fighter planes strafe the ships, raking the decks and
   killing sailors with MACHINE GUN FIRE.

EXT.  ON THE AMERICAN SHIPS - DAY

Fire and smoke are turning everything into chaos.  some
sailors rush to man the guns, they find the ammo boxes
locked.

Under the bombing and strafing, they find a wrench and start
pounding on the lock, trying to break open the ammo box.
Then they break open the lock -- and find the ammo box empty.

                     SAILOR
          Shit!  I'll get some ammo!

He runs for the ladders, and is shot down before he gets
there.

EXT.  SKIES OVER PEARL HARBOR - DAY

The dive bombers scream in.

EXT.  DECK OF THE WEST VIRGINIA - DAY

Bombs are hitting the deck.  Sailors are blown into the air
and out into the oily water.  Nearby ships are catching fire;
the flames spread out onto the oily water itself.

INT.  BELOW DECKS OF THE WEST VIRGINIA - DAY

Dorie Miller, the boxing champion/kitchen helper, is working
picking up the breakfast trays when he feels the ship
shudder.  The intercom comes alive --

                     INTERCOM
          Battle stations!  Battle stations!  This
          is not a drill!

Men run to the ladders, and the shaking of the ship from a
bomb blast tosses them off; Dorie's at the foot of the ladder
when men fall back on top of him.

EXT.  BRIDGE OF WEST VIRGINIA - DAY

The Captain of the ship has reached the command bridge, where
most of his staff is lying wounded from a bomb blast.

                     CAPTAIN OF THE WEST VIRGINIA
          Stay calm!  Find your positions.  Medics,
          get the wounded to sick bay!  Load and --

MORE TORPEDOES and BOMBS blast into the ship.  A big chunk of
shrapnel tears into the Captain and rips his stomach open.
The medics he was just directing to other men now run to him,
as the men they were going to help have been blown apart.

EXT.  DECK OF THE WEST VIRGINIA - DAY

Sailors run up from below and are gunned down and blasted
down before they can reach their weapons.

Dorie Miller emerges from below decks and sees the carnage,
the confusion.  A bloody OFFICER grabs him.

                     BLOODY OFFICER
          Boy!  We need stretcher bearers on the
          bridge!

Dorie runs into the fire and smoke, toward the bridge.

EXT.  BRIDGE OF THE WEST VIRGINIA - DAY

Dorie arrives to see the medics crouched over the
disemboweled Captain, who is still giving orders.

                     CAPTAIN OF THE WEST VIRGINIA
          Radio for air cover.  Organize the other
          medics.  Initiate fire control.

Dorie helps the medic lift the Captain to take him below.

INT.  BELOW DECKS OF THE WEST VIRGINIA - DAY

Dorie carries the Captain down the ladder by himself, using
one arm to climb and one to hold the Captain like a child's
teddy bear.  When they reach the bottom the pain has grown
too much for the Captain; he know's he's dying.

                     CAPTAIN OF THE WEST VIRGINIA
          Put me down here.

Dorie puts him down; the medic jumps down the ladder and
reaches the Captain, who tells him --

                     CAPTAIN OF THE WEST VIRGINIA
          Find my executive officer and tell him
          he's in command.  Tell him to fire the
          boilers and...

He trembles in death throes...

                     CAPTAIN OF THE WEST VIRGINIA
          Make sure the gunners have enough
          ammuni --

He's dead.  The Medic runs toward the ladder, reaches the
hatch, and is blasted back to the bottom by an explosion
overhead.

Dorie runs for the ladder, and climbs out into hell.

EXT.  DECK OF THE WEST VIRGINIA - DAY

Dorie emerges into even greater carnage and confusion.  A
sailor, his body on fire, runs past and leaps into the oily
water -- but it is in flames too.

Then Dorie sees it:  an unmanned anti-aircraft gun.  He runs
to it, through the strafing.

The gun already has a belt of ammo in it -- apparently loaded
by the gunner who lies beside it with his chest shot open.
Dorie swings the business end of the gun toward the Zeros
coming in out of the smoke, and he begins to fire.

The Zeros keep coming and he keeps firing; nothing on earth
will knock him from that gun.

INT.  NURSES' BARRACKS - DAY

Evelyn is up, dressed; her roommates are just stirring.

EXT.  NURSES' QUARTERS - OAHU - DAY

Evelyn has stepped to the door when she hears a distant
rumble and looks across the harbor to see smoke rising, ships
taking hits.

                     EVELYN
          Oh my God... EVERYBODY TO THE HOSPITAL!

As she runs, Japanese planes are coming toward the base.

EXT.  THE MESS HALL AT HICKAM FIELD - DAY

The men were sitting down to breakfast, but the machine gun
bullets tearing up the outer walls have them clogging the
doors, and it's so clogged they can't all get out.

A steel bomb crashes through the roof and slams through the
room, taking out tables and chairs before bouncing off the
wall and coming to a stop.

TWO SOLDIERS, trapped within the mess hall, see it stop
without detonating.  They are bug-eyed, hearts stopped.

                     MESS HALL SOLDIER
          Dud.

The bomb detonated, blowing everything to bloody dust.

INT.  HOSPITAL - DAY

Evelyn reaches the hospital first and runs to the cabinet,
withdrawing supplies.

Barbara and Sandra appear at the far door, both terrified.

                     EVELYN
          Get everything out!  Bandages, sutures --
          oh God, the men in traction... Come with
          me!

She races into the hallway, the other two following.

INT.  HOSPITAL - TRACTION WARD - DAY

Four men from a jeep accident are lying in traction, their
casted limbs roped in the air.  Evelyn runs in, grabbing a
razor blade from the medical cabinet -- and telling Barbara
and Sandra.

                     EVELYN
          Cut them down, and take cover!!  Hurry!

Bombs are falling outside, on the airfield this wing of the
hospital faces.  Evelyn slices the traction ropes of a man
with both legs broken; ignoring his groans, she rolls him out
of the bed and covers him with the mattress.  The other
nurses follow her lead.  The bombs are coming toward the
hospital ward; Evelyn finishes with the fourth man and covers
him and herself with the mattress, just as a bomb craters
outside the window.

The nurses and patients look up after the explosions have
passed; there's a chunk of smoking shrapnel lying on the
springs of the bunk where the last man had been lying.

EXT.  HICKAM FIELD - DAY

The Japanese low-altitude bombers, with Zero escorts, zoom in
over the field, blasting the clusters of American warplanes,
whole squadrons taken out with one bomb.

The mechanics and pilots, caught in the open, run from the
strafing.  The Zeros rake them down with machine gun fire.
It's carnage.

EXT.  PHOTOGRAPHER'S HOUSE - DAY

Sammy, the amateur photographer, is leaving his house for a
morning of working his "Pictures of Paradise" business, when
he sees the Japanese formations rumbling toward Pearl.  He
races back inside.

INT.  PHOTOGRAPHER'S HOUSE - DAY

He fishes into his drawer for a film camera, and digs out
cans of film, struggling to load it as he runs back out.

INT.  HICKAM FIELD - BARRACKS - DAY

The pilots of Danny's squadron have returned from their night
of drinking and brawling and are crashed on their bunks.  Red
stirs and staggers toward the head; he bumps into the wall,
backs up like a wind-up toy and lurches blindly forward
again, into --

INT.  BARRACKS - THE HEAD - DAY

Red sleepwalks to the urinals and unleashes a marathon piss
stream, still in his sleep.  A rumble penetrates his brain,
and his eyes come open a fraction.  Through the window slits
above the urinals, he can see a cloud of Japanese planes
rushing past.

He squeezes his eyes shut, and looks again; the planes start
bombing the distant hangers.

Red pisses along the wall as he races to the barracks, trying
to get his pecker back into his drawers.  He shouts to the
sleeping guys --

                     RED
          Th-th-th-th-th-

He slaps his face with both hands, and stomps his feet...

                     RED
          Th-th-th-th-Dammit!  Th-th-th-

He still can't get it out, can't wake them; bursting with
frustration, he suddenly blasts out singing --

                     RED
               (singing)
          The Jaaaps!!  The Jaaaps!!

He's belting it like a baritone in a bizarre opera.  His
friends stir; what the hell?  Red points outside and tries to
talk, but now he can't mutter a syllable.  The guys hear the
explosions, and realize...

EXT.  HICKAM FIELD - BARRACKS - DAY

The pilots stagger out, half drunk, half dressed.  Seeing
what's happening, they race toward the flight line, where the
clustered American planes are blowing up in groups, and the
pilots are knocked to the ground.

                     BILLY
          Goddamn Japs!

Billy jumps to his feet and starts to run toward a cluster of
fighters that hasn't gone up yet.

                     ANTHONY
          Billy!

Anthony tries to grab him and drag him back to earth but he
misses; Billy gets a few steps before the fire from a
strafing Zero catches up to him; his friends watch in horror
as Billy gets shorter as he runs; the Zero's machine gun fire
is sawing his legs off from the feet up.

Billy falls, legless but still alive; then a bomb falls
almost on top of him, sending body parts over the pilots.

Their innocence, like America's, is gone in that moment.

EXT.  ROAD TO MAIN AIRFIELD - DAY

Danny and Rafe are in Danny's Buick, hung over and asleep,
Danny in front, Rafe in back, and they're a miserable sight
-- their shirts ripped, blood dried in a leak trail from one
side of Rafe's nose and the corner of Danny's mouth.

The rumble of planes moving overhead makes them stir; the
rumble grows huge, as the shadows of a massive formation
makes the sunlight flicker.  Danny and Rafe squint up, their
heads pounding, and realize what they're seeing.  Suddenly
their headaches are gone, and Danny's gunning the Buick down
the road, toward the base.

EXT.  AIR BASE - DAY

Danny blasts through the main gate; the guards are too busy
taking cover and haven't even closed the barrier.

He races to the tarmac, where some of the planes are still
undamaged.  Rafe is out the door before the car stops
rolling, and Danny's right behind him.

They're running toward a cluster of fighters, when it goes up
with a bomb blast.  Rafe and Danny dive at each other; their
first instinct is to cover their best friend with their own
bodies.

They look at each other on the ground.  They see machine gun
bullets thudding into the planes on the flight line, and
ripping along the walls of the buildings.  It's as if the
whole Japanese airforce is attacking this one base, and not
leaving a single plane airworthy.

                     RAFE
          Get me into a plane!

                     DANNY
          Come on!

Danny sprints; Rafe follows.  Danny reaches a phone booth,
and digs a dime from his pants.

                     RAFE
          You're making a phone call?!

Danny dials, as waves of bullets sweep the area, and more
planes blow up on the flight line.  Rafe thinks he's lost his
mind.

                     DANNY
               (into phone)
          This is Walker!  We're under attack!  Get
          those planes fueled and armed RIGHT NOW!

He runs back toward the car; Rafe, in the nonsense of battle,
reaches in to hang up the receiver, before Danny grabs him
and leads him on a sprint to the car, as the phone booth
shatters behind them from the strafing.

On the way to the car they dive back to the ground to avoid
strafing -- and see their friends lying nearby, in shock.

                     ANTHONY
          They got Billy.

                     DANNY
          Come with us!

He and Rafe jump up and run again.  Anthony, Red, and several
other pilots reach the Buick and dive in.  Danny drives away,
through the strafing.

                     RAFE
          Where are we going?

                     DANNY
          Auxiliary field at Haleiwa, ten miles
          north of here.

                     RAFE
          What's there?

                     DANNY
          Six P-40's.

As the Zero pilots see the Buick moving, they go after it.
Danny drives like a madman through the strafing, zigzagging
and gunning the Buick's V-8.

EXT.  THE OKLAHOMA - STILL AT ANCHOR - DAY

The number of attacking planes seems endless -- and their
strategy flawless.  Torpedoes hitting one ship lifts its hull
with a blast, enabling the next wave of torpedoes to rush
under and hit the next ship anchored behind.  The American
battleships are bobbing like see-saws.

The OKLAHOMA takes an entire barrage of torpedoes, blowing
thirty foot holes along it's hull; the ship immediately
begins to list.

INT.  THE OKLAHOMA - DAY

Doors are wedged shut by the deformation of the structure;
vertical ladders are becoming horizontal, and water is
pouring in.  Men fight their way up against the water.

INT.  INNER COMPARTMENT OF THE OKLAHOMA - DAY

Water is up to the trapped sailor's waists when they grab a
wrench and start taking turns pounding S.O.S. in Morse code
on the bulkhead.

EXT.  DECK OF OKLAHOMA - DAY

As the listing grows more severe, sailors start jumping from
the deck into the water.  Still the Marines on deck are
firing back at the planes; some Marines are even using
handguns.  But courage does not save them...

THE OKLAHOMA ROLLS OVER

The men still on its deck try to run, but it's not just the
fires and the water they can't escape; the gun turrets' 1400
pound shells break loose with the capsizing of the ship and
tumble through everything like massive wrecking balls.

The sailors and marines, thrown into the water, struggle to
get away from the suction as the giant battleship turns
turtle.

BELOW THE WATER men are sucked down with amazing force, every
hair on their heads streaming behind them as they're snatched
to the depths.

INSIDE THE OKLAHOMA, everyone and everything is spilling
upside down.  The ship's generators sputter out and the
lights go out.  The flashlights of the few sailors who can
find them cut raggedly through the darkness, and water spills
in.  There is no escape.

BELOW THE WATER, the Oklahoma's superstructure hits bottom;
some men are crushed there.  For others it's salvation, as
the BACKWASH blows them toward the surface.

ON THE SURFACE the men are launched almost completely out of
the water, before splashing back into the water and burning
oil.  A few feet of the steel hull and a portion of the
propeller protrude above the surface, but most of the
Oklahoma is under water.

Men in the water swim toward a medical launch carrying
wounded away from the wreckage.  A bomb hits the launch and
blows body parts everywhere.

INT.  OKLAHOMA - REAR COMPARTMENT

In one compartment there are a dozen trapped men.  They've
survived the roll-over, and are in a chaotic world where the
floor is now the ceiling.  The water is up their waists.
Some of the SAILORS are panicking.

One sailor has a flashlight and switches it on, flashing the
light from face to face.

                     SAILOR WITH THE FLASHLIGHT
          Don't panic!  Don't panic!

                     PANICKED SAILOR
          The water's rising!  It's coming up,
          we're all gonna drown!

                     SAILOR WITH THE FLASHLIGHT
          The air pressure will equalize it!

But the water keeps rising, along with their fears.  Several
of the sailors are still screaming...

The water's already to their bellies.  One of them grabs a
wrench and starts slamming Morse code against the bulkhead.

One sailor in the middle of the room is particularly
panicked, not just yelling but crying and whimpering --

                     TERRIFIED SAILOR
          Get me out!  Get me out!

                     SAILOR WITH THE FLASHLIGHT
          Stop it!  Come on!  Save your air!

                     TERRIFIED SAILOR
          MY FOOT'S CAUGHT!

He's at the lower end of the compartment, where the water is
deeper -- the ship's nose is lower than her stern.  The
water's up to the guy's neck.

The man with the flashlight dives down, and finds the guys
foot wedged together in the pipes of the ships ceiling -- now
their floor.

He pops up again.  The water's up to the trapped guy's mouth;
he's already gagging.

                     SAILOR WITH THE FLASHLIGHT
          Is there a hacksaw in that locker?!

They open it; tools spill out -- among them is a hacksaw.
They hand it to him; the sailor dives down and cuts off the
guy's foot.

The trapped man is underwater, muffling his scream.  He comes
free, and surfaces gasping.  His severed foot floats to the
surface and then the horror really hits them.  The sailor
with the flashlight pops up, in the blossoming of blood.  He
and another sailor tie a tourniquet around the stump, to stop
the bleeding.

The drama of this has caused the other trapped men to stop
their signaling.  Now they start banging, twice as loudly as
before.

EXT.  HALEIWA - AUXILIARY AIRFIELD - DAY

Haleiwa is a tiny airfield, tucked among the green volcanic
hills; its barely paved, and it's only permanent building is
a quonset hut.  A mechanic named EARL, is out with the
P-40's; and these are spread out, not bunched.

EARL AND THE P-40'S

The planes here have received loving care from Earl -- which
means lots of cursing; as he's wrestling to load an ammo
belt, he yells.

                     EARL
          Sum-bitch!

The Buick, bullet holes punched through the truck, slides to
a stop near the planes, and the pilots jump out.

                     DANNY
          They ready, Earl?

                     EARL
          They'll all fly, but -- oh, shit...

What stops him is the cloud of Zeros and dive bombers,
shrieking in.

                     DANNY
          Cover!

The guys scatter.  There are sandbags around the hut, and
they run there, diving into it's shelter just before the
first strafing pass, when a Zero strafes one of the P-40's
and a dive bomber blasts another.  Earl stands up in shock
and fury.

                     EARL
          You absolute mother-fuckin' son of a
          bitch!  You shot one of my planes!

Danny pulls him down, as the Zeros roar overhead.

                     DANNY
          This ain't a little feud, Earl, it's
          World War Two!

                     RAFE
          They're coming around for another pass.
          You got extra weapons and ammo?

                     EARL
          Cock-suckin' right I do!!  In the gun
          lockers!

                     DANNY
          You guys get those!  Earl, Rafe, come
          with me!

Danny, Rafe and Earl run to the planes that got hit and strip
out the 20mm cannons and ammo.

INT.  QUONSET HUT - DAY

The other pilots run in, throw open the gun locker, and start
grabbing weapons -- aircraft machine guns, ammo belts, one
even grabs a rifle.

SANDBAGS BY THE SHED

The two groups run back and start to set up.

                     RAFE
          Danny, over there!  We're in a canyon,
          they'll come straight down it, we'll get
          'em in a crossfire.

Danny, Rafe and Earl run to a gully opposite the shed and set
up there, as the other pilots brace the machine guns against
the sandbags.

The Japanese planes attacks again.  This time the lead plane
hits a wall of steel fired from the combined guns; the
bullets chew into the bomb it carries and the plane EXPLODES.
The airborne debris makes the following planes shear off.

Red's standing, firing; he yells at the Zeros --

                     RED
          D-don't like it when we fight back, do
          ya!

Red runs out with his machine gun and keeps firing even when
the planes have passed, trying to shoot them right up the
ass.

                     DANNY
          Earl!  You said the planes were ready
          but -- but what?

                     EARL
          Of the four left, only one is full of
          fuel.

                     RAFE
          Will the others get into the air?

Earl shoots a look to Rafe, then turns to Danny.

                     EARL
          Danny, I don't like this fuckin' guy.

                     DANNY
          Anthony, Red, stay with the guns!  Coma,
          you cover the cannons!  Joe, Theo, come
          with us!  Earl, you get on the radio!
          We're gonna fight these fuckers.

Two of the pilots, Joe and Theo, run to Danny.

                     JOE
          How do we do it?

                     DANNY
          Your call, Rafe.

                     RAFE
          Get rolling as fast as you can.  Stay
          low!  We'll use the topography to
          separate them and then we can take 'em
          one on one.

They race toward the planes, and the Japanese attack again.
Seeing the pilots running for the P-40's, the Zeros aim for
them; Rafe and Danny race for the most distant of the planes;
Joe and Theo run for the closer planes, through the dusty
bullet hits.

Theo makes his plane and is just strapping himself in when
bullets stitch his fuselage, wounding him.  He still forces
the plane forward.  He taxis twenty feet and his cockpit gets
chopped up and the plane arches into a right turn and putters
to a stop, Theo dead at the controls.

Joe doesn't bother to strap in; he hits the throttle hard and
heads down the runway...

The Zeros are on him as he gets ten feet of air at 120 M.P.H.
The Zero's bullets eat his canopy and plane skin; the plane
breaks apart in mid air, spilling in gouts of flame as it
smashes down on the tarmac.

Rafe and Danny have reaches the more distant P-40's and are
revving their engines as they see Joe and Theo's fate.  They
throw on their radio headsets.

Their way seems blocked:  they've got no runway behind them,
the wreckage of four P-40's scattered ahead of them, and the
Zeros screaming over the low hills to attack them.  Now Rafe
and Danny talk through the radio.

                     DANNY
          It's tight.

                     RAFE
          Tighter 'n a bulls ass in fly season.
          Don't hit the barn.

They gun their engines and roll through the grass on either
side of the runway, dodging the burning planes; they lift
off, clearing the quonset hut by a couple of inches.  They
blow right through the strafing fire, and into the sky.

Eight Zeros are all over them.

Earl is in the hut, on the radio and watching through
binoculars.

                     EARL
          I see six...seven...eight of the
          cocksuckers!  Don't let 'em hurt my
          planes.

Danny's swiveling in his seat, looking left, right, back.

                     DANNY
          They're all over us!

                     RAFE
          Bet they don't dust crops in Japan.

Danny understands immediately, following Rafe's tactic as he
breaks into a sharp turn and uses the hut, palm trees, and
low hills to shake the Japs.  They fly like crop dusters,
skimming down a foot from the ground, then bobbing up,
banking left and right.  The Zeros have divided into two
groups to chase them, their wings clipping tree tops as they
try to follow the Americans.

It feels like a 200 M.P.H. car chase, 20 feet off the ground,
Rafe and Danny skimming and bobbing over the terrain, but
there are too many Japanese.

                     RAFE
          Danny!  Let's play some chicken!

Danny banks in one direction, Rafe in another...

EXT.  OVER THE LANDING STRIP - DAY

The two P-40's are screaming, rushing at each other like they
did at the training base back in the states, flying right
into each other's propellers; the Japanese heading after them
realize they're rushing headlong at the other group...

                     EARL
          Oh shit, oh shit...

He can't even watch.

At the last instant Rafe and Danny snap a quarter spin so the
planes flash by belly to belly.

Two of the Zeros collide in mid-air, exploding, as the other
Zeros scatter.

EXT.  SKIES ABOVE PEARL HARBOR - DAY

Danny and Rafe rejoin each other in the open sky; they've
lost the Zeros.  The P-40's are flying smoothly, side by
side.  The two pilots look across at each other, going into
battle together.  They speak through their radios.

                     RAFE
          You hear my okay?

                     DANNY
          Yeah.  So you can call me if you need
          help.

                     RAFE
          I got a half a tank.  You?

                     DANNY
          Little less.

He fires a short burst to see if his guns work; they do.
Rafe does the same.  Up ahead they see a formation of
Japanese planes, headed toward Pearl.

                     RAFE
          They're in strafing formation, we'll blow
          right through their line.

They look across at each other.

                     RAFE
          Land of the free.

                     DANNY
          Home of the brave.

Side by side the P-40's scream in.

EXT.  ABOVE OAHU - THE DOGFIGHT - DAY

The Japanese planes are in tight, disciplined formation,
their minds on the targets below them in the harbor.  But
their day of shooting sitting ducks changes as the two P-40's
blast in, wing guns blazing, chopping into Two Zeros.  Both
Zeros falter and begin to lose altitude.  The P-40's make
almost impossible tight turns, still side-by-side, and go
after the two plane they crippled on the first pass.

Rafe finishes one Zero, making it explode in a ball of flame
in the air.  Danny finishes the other, shooting off its wing
so that it spirals into the sea and crashes there.

The P-40's swoop up again.

                     RAFE
          They're trying to hold formation.  We can
          chew 'em up!

The P-40's dig in again, swooping down on the line of Zeros.
Rafe hits first, machine gunning one plane, and Danny comes
in behind it, finishing it off.

The Japanese pilots are screaming at each other over their
radios, but their SQUADRON COMMANDER sees Pearl Harbor ahead,
and tells them --

                     JAPANESE SQUADRON COMMANDER
          Hold the line!

The P-40's come through again, their guns spitting fire.

EXT.  ANOTHER JAPANESE FORMATION OF BOMBERS - DAY

These planes are different -- high altitude bombers with
three-man crews, high above the harbor.  The bombardier looks
through his sight and the bomb bays open.

THROUGH THE BOMBARDIER'S SIGHT, the ships look like tops, far
below.  The bombardier is ticking off the targets as they
pass, the first two he mentions already burning.

                     JAPANESE BOMBARDIER
          West Virginia... Oklahoma... Ah, Arizona.

He flips his bomb switch, and a HUGE STEEL BOMB falls away.

EXT.  THE FLIGHT OF THE BOMB - DAY

We stay with the bomb as it falls through the sky.  The small
propeller on the bomb's nose spins in the air, running the
arming mechanism into the bomb's explosive core.  The bomb
wobbles a bit at first, but then as it gathers speed its fins
stabilize it, and it falls faster and faster, at a dizzying
rate, toward the Arizona.

It slams through the teak wood deck, and breaks it like
matchsticks.

It's tremendous weight and speed carry it through the next
deck, and the next, deep into the heart of the ship...toward
the powder room, where two million pounds of black powder are
waiting.

The bomb hits there, and the explosion is almost beyond
comprehension.  Over 1400 men die instantly.

EXT.  PEARL HARBOR - DAY

The battleship Arizona leaps into the air, the ship's spine
is broken, it's guts ripped open in one explosive instant.
Men on the deck are thrown into the burning oil already
floating on the water from the other ruptured ships, but
there are almost no survivors.

The concussion of the explosion blows men off the repair ship
Vestal, next to the Arizona, saving Vestal, as the explosion
snuffs out the fires on Vestal; it also sends tons of debris
down on her decks -- parts of the ship, legs, arms and heads
of men, all sorts of bodies.

Debris from the Arizona also cover the Tennessee and does
more damage than the two Japanese bombs that hit her.

INT.  HOSPITAL - HALLWAY - DAY

Medics have already started bringing in the wounded.  Evelyn
is like a frantic traffic cop.

                     EVELYN
          Put criticals in ward one, stables in
          two!  Barbara!  Fill every syringe you
          can find with stimulant and antibiotic --

                     MEDIC
          Where are the doctors?

                     EVELYN
          On the third tee.

                     SANDRA
          Evelyn!  Where's the morphine?

THE FRONT WARD

Evelyn runs in, snaps open the cabinet, grabs a bag of
morphine sticks, and is about to run out again when she sees
the Arizona go up.

For a moment she's frozen, then she actually sees the shock
wave traveling across the bay and through the trees like an
invisible wall.  She's trying to cross her arms over her
face, and dive to the floor, just as the windows blow out
from the concussion, and glass flies over everything.

INT.  JAPANESE BOMBER - DAY

They see the results of their bomb, and are ecstatic.

EXT.  AIR ABOVE OAHU - DAY

The nose of Danny's plane is pointed right at the harbor and
he sees the sudden devastation of the Arizona.  It is a sight
so awesome it freezes him for a moment.

A Zero comes up behind him, firing.  Danny jerks his stick to
maneuver but he's caught...

Rafe comes in behind the Zero, chopping it up, even as he
yells at Danny over the radio --

                     RAFE
          Ain't no time for spectatin'!

They turn back after the line of Zeros.  There are some
Japanese planes coming after them now, but the P-40's head at
their noses, firing, then duck past in a double maneuver, and
turn right back into the Japanese formation.

Rafe has a plane in his sights, but his guns fire only a
short burst before stopping.

                     RAFE
          I'm out of ammo!

                     DANNY
          I'm out of fuel!

They head back.  A single Zero is on their way.  Rafe charges
it and draws its fire; Danny comes in behind the Zero and
rakes its cockpit; the Japanese pilot backs off.

The P-40's dive back toward Haleiwa.

A handful of Zeros returning from Pearl see them and follow.

EXT.  PACIFIC - JAPANESE CARRIERS - DAY

The second wave of planes takes off from the carriers.

INT.  FLIGHT CONTROL CENTER - CARRIER AKAGI - DAY

Genda reports to Yamamoto.

                     GENDA
          Second attack wave is in the air.

INT.  RADIO STATION KGBM - DAY

The DISC JOCKEY, handed a message by the army officer, stops
playing the soothing Hawaiian music and announces...

                     DISC JOCKEY
          All Army, Navy, and Marine personnel to
          report to duty.

INT.  GENERAL SHORT'S OFFICE - DAY

General SHORT is in his office; he and his aides are working
frantically.

                     GENERAL SHORT
          Mobilize everything!  We're at war!  Send
          a message to Washington:  Hostilities
          with Japan commenced with an air raid on
          Pearl Harbor.

INT.  WHITE HOUSE - OVAL ROOM - DAY

President Roosevelt is having lunch in the Oval Room study
with Harry Hopkins.  The phone RINGS and Hopkins answers.

                     HOPKINS
          Oval Room... Yes, he is.
               (to Roosevelt)
          It's Knox, Mr. President.

                     ROOSEVELT
               (taking phone)
          Yes?

He listens, then puts the receiver down, shaken.

                     ROOSEVELT
          The Japanese have attacked Pearl Harbor.

                     HOPKINS
          My God.  Do we have damage estimates?

                     ROOSEVELT
          Our Pacific Fleet, at anchor, unprepared?
          It's terrible.  It has to be.  And it's
          not over.

EXT.  HALEIWA - AUXILIARY AIRFIELD - DAY

The two P-40's drop out of the sky and bounce to a landing;
Anthony and Red have been pushing the wreckage off the field
with the Buick.  Danny and Rafe pull the P-40's behind the
burning quonset hut, and it's like a pit stop at a race
track; Earl rushes up and starts fueling the planes, their
engines still running.

                     DANNY
          We need ammo too!

Earl shouts instructions to the pilots.

                     EARL
          Strip it from the wrecks!

The other pilots race to the wrecked P-40's and start pulling
out ammo belts.  Earl glares at the smoking engine of Danny's
plane, and the bullet holes.

                     EARL
          Who the fuck taught you to fly?

                     DANNY
          He did.

Earl looks at Rafe's plane, more shot-up and abused than
Danny's.  Rafe grins and waves to him.  Earl mumbles a stream
of guttural and unintelligible obscenities.

The Zeros that followed them sweep down, strafing.  One
mechanic, running across the field with a belt of ammo, goes
down.  Coma, running behind him, picks up the fallen man's
ammo and his own, bringing both to the planes behind the hut.
He, Red, and Anthony reload the machine guns in Rafe and
Danny's planes.

Rafe and Danny gun their engines and head back into the air,
the grounded pilots firing a covering barrage and Earl even
coming up with a 12-gauge shotgun to fire at the Zeros as
they rush past.

EXT.  SKIES OVER PACIFIC - DAY

The Second Wave of Japanese planes is in tight formation.

INT.  LEAD PLANE OF SECOND WAVE - DAY

Lt. Commander SHIMAZAKI, leader of the second attack wave,
says calmly into his radio...

                     SHIMAZAKI
          Second wave, deploy over the military
          bases.  High level bombers to the air
          stations, dive bombers attack ships in
          harbor.  Fighters strafe and cover.

He leads the second wave in on their attack run...

EXT.  NAVAL AIR STATION - DAY

The navy's planes, bunched up on the naval airfield, are
destroyed without ever getting into the air.

EXT.  PEARL HARBOR - DAY

The harbor is already a mass of destruction and panic;
screaming everywhere, men trying to fight fires, move the
wounded; the second wave of planes hits, and tremendous
explosions now rock the secondary ships like the destroyer
SHAW, blasting it apart.

But the Japanese pilots are now having trouble with the thick
black smoke coming out of the damaged ships, and off the oil
fires along the water.  One torpedo plane, its pilot flying
blind, clips the superstructure of a battleship and spins to
a crash.

Still, even IN THE CHAOS ON THE SHIPS, the sailors struggle
to survive, inventively.  Men trapped on one burning ship use
the severed barrel of a five-inch naval gun as a bridge to
cross to the less damaged ship anchored beside them.

Others jump into the water and swim through the burning oil,
towing buddies too wounded to swim themselves.

EXT.  PEARL HARBOR - DAY

Below decks, sailors have organized a line and are passing
ammunition from the ammo lockers, hand to hand up to the guns
on deck.  Blasts from bombs hit them and ignite the ammo
they're holding, setting off a chain reaction of explosions.

On the deck, the sailors are out of ammo.  An OFFICER grabs a
SEVENTEEN YEAR OLD SAILOR.

                     OFFICER
          Grab a dinghy and get ammo from the base
          ammo storeroom.

The young sailor jumps to a dinghy and launches it through
the oily waters and thick black smoke.

EXT.  PEARL HARBOR - DAY

The sailors in the boat get strafed, the rounds cutting
between them and blasting their boat in two.  They jump into
the oily water and swim toward shore.

Other sailors are in the water with them, struggling,
swallowing the vile black liquid as they battle to swim.
Errant bombs and shrapnel hit beside them, killing some;
other lose strength and slide beneath the surface.

The sailors from the ammo boat make it ashore; it's hot there
too, with bullets and bombs all around.  One sailor has to
stop and puke from the oil; his buddy grabs him and they run
for cover; they find it in the dugout of the baseball
diamond.

EXT.  NAVAL STATION - DAY

A MARINE GUNNERY SERGEANT leads men in a race through
strafing fire to the bases ammo storeroom.

INT.  AMMO STOREROOM - DAY

The SUPPLY SERGEANT is at his post.

                     GUNNERY SERGEANT
          We need weapons and ammo!

                     SUPPLY SERGEANT
          You need authorization.

                     GUNNERY SERGEANT
          The fuck I do!

He pushes the man out of the way and starts grabbing weapons.

EXT.  NAVAL STATION - DAY

The gunnery sergeant and his marines run with a water-cooled
machine gun, across the open ground, under fire.

BARRACKS

The Marines set up in the windows of their already-strafed
barracks, and start firing there, as the Zeros scream past.

EXT.  NAVAL STATION - DAY

Trucks are moving dependents -- women and children -- from
the dependents' housing area.  The Japanese strafe the
trucks, dependents diving for cover.

NAVAL STATION

A fire engine from the Honolulu Fire Department races up to
the sight of buildings burning from the air attack.  As the
firemen jump out, a Zero strafes them, gunning down the
firemen.

As the strafing Zero starts to bank away, two P-40's come in
behind it, both of them gunning away.  The Zero comes apart
under the barrage, and crashes in a ball of flame.

It's Rafe and Danny, back in the air.

INT.  MILITARY BASE HOSPITAL - DAY

The once-pristine hospital with its glowing white beds is now
a bloody chaos.  Every bed is already full; there are burned
and broken people on the floor -- soldiers, sailors,
civilians, firemen, all mixed in together.  People are dying
everywhere, and screaming in pain, or moaning and begging for
help.  At first we don't see Evelyn, and wonder if she
survived the glass; then we see her, flecks of her own blood
dotting her face and arms.  The blood of soldiers on her
surgical apron.  A steel calm has replaced her earlier
frenzy, even as the other nurses are breaking down.

                     SANDRA
          I can't tell who's gotten morphine and
          who hasn't!

                     EVELYN
          Take a grease pencil and mark an M on the
          forehead of everyone you stick.

A young doctor is trying to give an intravenous injection to
a man who's badly charred; the doctors hands are shaking.

                     EVELYN
          Don't look for a vein, just poke.

                     SANDRA
          My pen's dry!

                     EVELYN
          Use lipstick.  Use ammo belts for
          tourniquets, use your own nylons if you
          have to!  Barbara!  Grab anything that
          will hold a pint of blood and sterilize
          it.

The doctors are amputating limbs right there in the hallway.
A SENIOR DOCTOR calls --

                     SENIOR DOCTOR
          Evelyn!  You have to do the triage!
          They're bringing them in with trucks!

Evelyn moves to the door.  Trucks are pulling up, loaded with
the wounded, young terrified soldiers bringing them inside;
Evelyn does quick triage as they pass.

                     EVELYN
          Critical -- front ward!... Give him
          morphine, he can't wait...

The next body through is a pilot, wings on his uniform, his
chest riddled with bullets -- and his face shot off.  For a
moment Evelyn falters, then she forces herself to check the
dog tags...

It isn't Rafe or Danny.  Evelyn sags in guilty relief.

                     EVELYN
          Take him outside and cover him; he's
          dead.

She steadies herself as the next body comes through, a woman
on a stretcher, her stomach shot open, pale hands clutching
at the open wound.  Evelyn feels for a pulse.

                     EVELYN
          She's gone too, take her --

It's Betty.

And though the bombs are blasting and guns booming
everywhere, the world goes silent for Evelyn.

One of the sailors outside the door is pointing to the
harbor, the Nevada has begun to move.

EXT.  PEARL HARBOR - DAY

The battleship NEVADA is underway, plowing through the
harbor, as the water erupts with bombs.

INT.  THE NEVADA'S BRIDGE - DAY

The Captain is struggling to save his ship.

                     CAPTAIN OF THE NEVADA
          We can save her if we make the open sea!

EXT.  PEARL HARBOR - POV THE ATTACKING PLANES - DAY

The lead pilot in the next squad of Japanese planes spots the
moving battleship, and leads his squadron on it.

They come whipping in over the waves, dropping torpedoes and
bombs.

INT.  THE NEVADA'S BRIDGE - DAY

The Nevada's Captain feels the ship shudder as it takes hits
amidships.

                     CAPTAIN OF THE NEVADA
          We're not gonna make it -- and if we go
          down here we block the channel... Beach
          her, there!

His officers relay the order to the helm, and the ship's
rudder turns as more blasts rip her hull.

EXT.  PEARL HARBOR - DAY

The Nevada swings off its course and runs aground.

INT.  THE NEVADA'S DYNAMO ROOM - DAY

The impact jolts the boilers, already bursting with the steam
pressure; gouts of steam from rupturing pipes scalds and
blinds the engine room crew.

EXT.  THE NEVADA - DAY

The Nevada, run aground at the shoreline, is now like a beast
cut from the herd; the predators swarm after it with
torpedoes and bombs.

One torpedo, missing the Nevada, skims right up the beach
itself and blasts a house on the shore to fragments.

Bombs detonate along the Nevada, engulfing the entire upper
deck in flames, ravaging the sailors.

EXT.  HOSPITAL - DAY

The Nevada is grounded near the hospital; from the doorway
Evelyn can see the whole ship on fire, burning sailors
leaping off the decks.  Her hearing, her presence of mind,
returns; she lets Betty go, and grabs an ORDERLY.

                     EVELYN
          Go to the base hardware store and get
          some of those canister spray things they
          use for killing bugs.

                     ORDERLY
          Insecticide?...

                     EVELYN
          No, just the sprayers.  We'll fill them
          with tannic acid, it'll sterilize them
          and cool the burns!  GO!

The orderly races away.  They can still hear the bombs
falling outside.

A sailor staggers toward the hospital from the Nevada.  He is
completely gray.  Everyone stares at him, and then realizes
he is nude, burned gray, his skin ash.

Evelyn rushes to help him, shouting back over her shoulder to
the other nurses --

                     EVELYN
          We're gonna need every bed.  If they can
          breathe, make 'em get up and move
          someplace else!

EXT.  JAPANESE CARRIER - FLIGHT DECK - DAY

The first wave of planes lands on the carrier.  The flight
leader rushes to the bridge.

INT.  JAPANESE CARRIER - BRIDGE - DAY

Yamamoto's advisors are exultant.

                     GENDA
          We have achieved complete surprise!  The
          first wave is returning, the second is
          attacking now, and we have lost only a
          few planes.  We can launch a third wave,
          Admiral.

                     YAMAMOTO
          The second wave has not returned.  And we
          have no idea where their carriers are.
          What is the damage report?

                     COMMUNICATIONS OFFICER
          We have Commander Fuchida on the radio
          now, Admiral.

Yamamoto nods and Fuchida's voice comes over the intercom.

                     FUCHIDA'S VOICE
          I am over the harbor now...

EXT.  SKIES ABOVE PEARL HARBOR - DAY

Fuchida is in a scout plane, high over Pearl.  His vision is
hampered by the thick black smoke, but he can tell there has
been awesome devastation.  He uses a diagram of the ships at
anchor to note the damage to each ship.

                     FUCHIDA
               (into radio)
          We have a tremendous victory.  Many ships
          damaged, some totally destroyed.  But the
          Second Wave's attack is being hindered by
          the smoke.

INT.  WAR ROOM OF THE AKAGI - DAY

                     YAMAMOTO
          The more we attack, the harder it is to
          find targets.  And we no longer have
          surprise.

                     GENDA
          If we launch the third wave and
          annihilate their fuel depots, we destroy
          their ability to operate in the Pacific
          for at least a year!

                     YAMAMOTO
          And if we fail, and lose our carriers, we
          destroy our ability to fight them at all.
               (beat)
          As soon as the second wave returns, we
          will withdraw.

EXT.  JAPANESE CARRIER AKAGI - DAY

The last planes touch down, and the lead carrier and the
other ships in the Japanese assault fleet turn back toward
home.

EXT.  PEARL HARBOR - AFTERMATH - DAY

The harbor is a place of shattered bodies and shattered
ships.  Blood, body parts, debris everywhere, and all of it
made more hellish by the oil fires on the water and the
choking black smoke those fires produce.

Every survivor has become an emergency fireman, stretcher
bearer, medic, iron worker.  They fish men from the water,
extract them from the tangled wreckage of the ships.
Everyone is screaming and yelling -- the wounded for help,
the helpers for more help.

Local firemen and civilians battle heroically too; the water
mains are ruptured, so they put pump water from the base
swimming pool toward the burning ships.

The PHOTOGRAPHER records this with his black-and-white film
camera.  He is shaken, and yet he understands the magnitude
of what he is recording -- the loss of America's innocence.

EXT.  ARMY BASE - AFTERMATH - DAY

In one place, outside a barracks, soldiers hit by the bombs
are just becoming conscious.  One of them comes to.

                     CONSCIOUS SOLDIER
          Sarge?!  Where are you, Sarge?

He's crawling around toward the bushes; his legs are
shattered, but he's spotted a body.  He reaches it, turns it
over -- and it's headless.

He turns away in horror...and finds himself staring at the
severed head.

The medics appear.

                     MEDIC
          We've got two more over here!

EXT.  GENERAL SHORT'S OFFICE - DAY

The Western Union messenger, Tadao Fuchikami, delivers the
telegram from Washington.

INT.  GENERAL SHORT'S OFFICE - DAY

Short and his staff are assessing damage.

                     SHORT
          I want lookouts and sentries everywhere,
          with orders to shoot first and ask
          questions later.

                     COLONEL
          You think an invasion possible, General?

                     SHORT
          After this morning, we better not
          consider anything impossible.

An aide hands Short the telegram.  He reads it --

                     SHORT
          From Washington.  "Intelligence reports
          an ultimatum from Japan to be given
          precisely at one p.m.  Washington time.
          Just what significance the hour set may
          have we do not know, but be on alert
          accordingly."

The irony is bitter in his throat.

EXT.  JAPANESE EMBASSY - OAHU - DAY

The Honolulu police roar up to the embassy in squad cars, and
burst through the doors.

INT.  JAPANESE EMBASSY - OAHU - DAY

The police storm through the embassy and find the Japanese
there burning documents.

EXT.  PEARL HARBOR - AFTERMATH - DAY

Divers are going down, trying to save the trapped men.  But
the tangle of the Arizona is horrific.  One diver gets
trapped, and another tries to extricate him, and the steel
shifts and falls on them both.

ON THE DECK OF BOMB-SHATTERED BATTLESHIP, a naval CAPTAIN
oversees rescue efforts.  The 17-year-old sailor he sent off
for ammo now approaches him, with great concern.

                     SEVENTEEN-YEAR-OLD SAILOR
          Sir, I...I lost the dinghy.

The captain looks out over the wreckage, great battleships
devastated in every direction.

                     CAPTAIN
          Well, son, we won't worry about the
          dinghy today.

EXT.  HOSPITAL - PEARL HARBOR - NIGHT

Danny and Rafe arrive at the hospital.  Their fears of what
they might find aren't helped when they see the stairs into
the hospital covered in blood.

INT.  HOSPITAL - PEARL HARBOR - NIGHT

Rafe and Danny enter.  It's a scene from hell.  Doctors are
doing amputations in the hallway.  The once-pristine hospital
is now all red, with blood dripping through the mattresses,
onto the floor...

In the main ward, Evelyn and the other nurses are using the
fly sprayers to spritz cooling antiseptic on the charred
bodies.  Evelyn looks up and sees both Rafe and Danny.  Her
eyes register relief, but they are the only part of her that
can show emotion now; the rest of her is covered in blood.
Rafe and Danny move to her.

                     RAFE
          How can we help?

INT.  HOSPITAL - PEARL HARBOR - NIGHT

Rafe and Danny sit quietly as Evelyn adjusts the tubes
conducting blood from their arms into sterilized Coke bottles
for transfusion.

                     RAFE
          What else can we do?

                     EVELYN
          There's nothing you can do here, they'll
          die or they won't, we just --

She stops, afraid if she says more, she'll lose grip on her
emotions.  She can see the wreckage out in the harbor.

                     EVELYN
          There was a sailor, a black man on the
          West Virginia, named Dorie Miller.  I'd
          like to know if he's alive.

She goes back to her work.

EXT.  PEARL HARBOR - DAY

Rafe and Danny hop from the ambulance in which they've
hitched a ride to the harbor.  They see the awful
devastation.

EXT.  PEARL HARBOR - NIGHT

Rafe and Danny reach the West Virginia's pier, but in the
darkness, they can't find anything.  They stop a NAVAL
OFFICER.

                     DANNY
          Where is the West Virginia?

                     OFFICER
          There.

He points; the battleship has sunk, its superstructure barely
showing above the water.

It looks hopeless to find a single sailor here; but then they
see a powerful black sailor, pulling to the dock with a
dinghy full of dead men retrieved from the water.  As workers
unload the bodies, the black sailor sits down, exhausted
physically and emotionally, his head in his hands.  Rafe and
Danny approach him.

                     DANNY
          We're looking for Dorie Miller.

                     DORIE
          That's me, Sir.

                     RAFE
          A friend of ours wanted to be sure you're
          alive.  Evelyn.  A nurse.

                     DORIE
          How is she?

                     DANNY
          Like we all are.

Miller nods, and looks out over the harbor, a hellish place
where black smoke still hangs over everything, the shattered
remains of men and ships still in the harbor.  It's total
devastation.  And yet something about that scene stirs
something else in Dorie Miller.

                     DORIE
          There's something out there I need to
          get.  Will you help me?

EXT.  PEARL HARBOR - AFTERMATH - NIGHT

Dorie pilots the dinghy through the floating debris.  Rafe
and Danny sit with him.  He stops over a dangerous pile of
superstructure wreckage.

                     DORIE
          The Arizona.  Hold the dinghy steady, so
          it doesn't bust open.

Rafe and Danny brace the dinghy so it doesn't move; but they
still don't see what Dorie is after as he fishes down in the
water, for something barely at the surface; he works for a
moment, then pulls it up.

It's the oil-soaked flag of the Arizona.

EXT.  HULL OF OKLAHOMA - NIGHT

Men are working through the night to save the sailors trapped
in the hull.

INT.  OKLAHOMA - THE TRAPPED SAILORS

are in total darkness.  From it we hear GASPING, then --

                     SAILOR
          What's that?

The light comes on and sweeps around the faces.  The water is
up to their chests, but it's stopped rising.

                     SAILOR FLASHLIGHT
          Just hand on.  They'll find us.

                     SAILOR
          How do you know?

                     SAILOR FLASHLIGHT
          Because we would find them.

He switches the light off again.

EXT.  HULL OF OKLAHOMA - NIGHT

The welders are cutting away, the torches sending showers of
sparks everywhere.

INT.  OKLAHOMA - THE TRAPPED SAILORS

They are gasping, running out of air.

                     SAILOR FLASHLIGHT
          Breathe easy.  Stay calm.

                     SAILOR
          You hear something?

Something stirs in the ship; a noise...from where?  Then a
point of light; sparks fly into the room; somebody's cutting
through the wall.  And the sparks illuminate faces suddenly
filled with hope.

But as the cut enlarges, the trapped air, compressed by the
water, starts rushing out -- and the water starts rising
again.  The trapped sailors hope turns to terror.

                     SAILOR
          It's letting out air, and letting in
          water!

The steel circle pops out, and they knock the welders down in
their hurry to escape.

Some of the sailors who were trapped are naked.  They fight
their way toward the escape hole cut into the hull, assisted
by rescue workers.

EXT.  HULL OF OKLAHOMA - NIGHT

The trapped sailors emerge, and they can barely take in the
devastation.  Destroyed ships everywhere, the smoking
wreckage... The rescued sailors gaze around them in shock.
They are shivering, and other sailors put blankets around
them.

EXT.  WHITE HOUSE - DAY

The entire Washington press corps is waiting, with fresh
bulbs in the flash attachments of cameras that are already as
big as a shoe box.  The President is wheeled out of the White
House, and not a single photographer takes a picture...not
yet.

Aides help Roosevelt from the chair, and the press people all
see the President struggle on legs that have no strength, to
the podium.  His aides lock the steel clasps at the knees of
his braces into place, and the President stands at the
microphone.  And suddenly, from the front, Roosevelt looks
powerful, even majestic.

Now all the bulbs pop and flash.  He looks into the cameras.

                     ROOSEVELT
          Yesterday, December 7, 1941 -- a date
          which will live in infamy -- the United
          States of American was suddenly and
          deliberately attacked by naval and air
          forces of the Empire of Japan.

OVER THIS, we see the bombing, the aftermath, the bodies
being fished from the oil-soaked harbor.

                     ROOSEVELT
          The distance of Hawaii from Japan makes
          it obvious that the attacks was planned
          many days or even weeks ago.  During the
          intervening time the Japanese Government
          has deliberately sought to deceive the
          United States by false statements and
          expressions of hope for continued peace.

EXT.  PACIFIC OCEAN - DAY

The Japanese fleet steams back toward Japan.  The young
officers are exultant...but Yamamoto is pensive.

                     ROOSEVELT
          ...I regret to tell you that many
          American lives have been lost.

EXT.  PEARL HARBOR - DAY

We see rows of bodies outside the hospital where Evelyn
works.

The mess hall has been converted to a silent morgue, with
bodies on every table.

                     ROOSEVELT
          Yesterday the Japanese Government also
          launched an attack against Malaya.  Last
          night Japanese forces attacked Hong
          Kong... Guam...

OVER THIS, EXT.  ISLANDS - NIGHT

We see Japanese planes bombing islands, and soldiers
attacking amphibious landings.

                     ROOSEVELT
          ...the Philippine Islands... Wake
          Island... And this morning the Japanese
          attacked Midway Island.

EXT.  WHITE HOUSE - DAY

                     ROOSEVELT
          The facts speak for themselves.  With
          confidence in our armed forces -- with
          the unbounding determination of our
          people -- we will gain the inevitable
          triumph -- so help us God.  I ask that
          the Congress declare that since the
          unprovoked and dastardly attack by Japan
          on Sunday, December 7, 1941, a state of
          war --

The words echoes out across America --

                     ROOSEVELT'S VOICE
          War...war...war...

It rings through the radios of farm houses, to country boys
gathered round; in the pool halls of big cities; in the fire
houses and high schools...

THE LINES AT RECRUITING STATIONS all across America -- men
line up faster than the recruiters can handle them.

INT.  WHITE HOUSE - DAY

Roosevelt meets with his advisors.

                     ROOSEVELT
          Gentlemen, the crisis we face is not the
          fact that our enemies believe they can
          defeat us -- it's the fact that our people
          believe it too.  I want a plan -- a
          workable plan -- to hit the heart of
          Japan, to bomb them the way they have
          bombed us.

                     ADMIRAL
          Mr. President, Pearl Harbor caught us
          because we didn't face facts.  This isn't
          a time for ignoring them again.  There
          are no planes in the entire American
          arsenal capable of covering the distance
          to Japan from any land base we control
          while carrying enough bombs to do any
          damage whatsoever.

                     GENERAL MARSHALL
          He's right, Mr. President.  The Army has
          long range bombers, but no place to
          launch them from.  Midway's too far,
          China is overrun by Japanese forces, and
          Russia refuses to go to war with Japan
          and won't allow us to launch a raid from
          there.

                     ADMIRAL
          The navy's planes are small, carry light
          loads, and have short range.  We would
          have to get them within a few hundred
          miles of Japan, and therefore risk our
          carriers.  And if we lose our carriers,
          we have no shield against invasion.

                     ROOSEVELT
          What if the Japanese did invade?

                     GENERAL MARSHALL
          We've done studies.  We're confident we
          would turn them back eventually...after
          they'd gotten as far as Chicago.

                     ADMIRAL
          Mr. President...with all respect...what
          you are asking can't be done.

Roosevelt places his hands on the arms of his wheelchair, and
struggles to lift himself.  Aides jump to help him, but he
waves them off.  With inhuman physical effort, that has his
neck veins bulging and sweat popping on his face, Roosevelt
stands on his withered legs.

                     ROOSEVELT
          Do not tell me...it can't be done.

EXT.  PEARL HARBOR - HICKAM BASE - DAY

There is a mass memorial service going on, with caskets
draped in flags.

There are also coffins covered in Japanese flags, their
drowned fliers being treated now with respect.

Everyone is in their best uniforms.  The pilots -- Rafe,
Danny, and the other guys -- are looking at Billy's coffin;
Evelyn, next to Danny, on his appropriate side is looking at
one that belongs to Betty.  So is Red; he's grieving.

                     MINISTER
          ...Where is God in this?  Our enemies
          believe a divine wind protects them.  We
          see our friends laid out before us, and
          find it hard to believe in anything at
          all.

Rafe and Evelyn exchange a glance, past Danny.

                     MINISTER
          Though we cannot understand why our
          friends should die while we live, we can
          affirm our truest selves in our belief
          that any God worth divinity would choose
          both justice and mercy, and would take
          these fallen brothers and sisters into
          eternal peace.  Amen.

As the mourners disperse, Evelyn puts a lei on Betty's
casket; Red does the same, then breaks down beside Danny.  As
Danny comforts him, Evelyn moves to Rafe.

                     EVELYN
          Rafe --

                     RAFE
          I need to tell you something.  I didn't
          know what it was to lose somebody, to see
          death and find how much it scares you.
          That you haven't lived and loved enough.
          I didn't understand.  Forgive me.

                     EVELYN
          Rafe... No.  You forgive me.

                     RAFE
          Of course I forgive you.  I know what you
          feel for Danny is real.  And your choice
          is your choice.

                     EVELYN
          That's what I have to tell you, Rafe.  It
          wasn't a choice.  It --

An Army Corps MAJOR steps up and interrupts.

                     MAJOR
          Lieutenant Rafe McCawley?

                     RAFE
          Yes, Major.

                     MAJOR
          Lieutenant Daniel Walker here too?

Danny sees him and moves up.

                     DANNY
          I'm Walker.

                     MAJOR
          You're going Stateside.  We fly out in
          half an hour.

He hands them both orders.

                     RAFE
          What for, Sir?

                     MAJOR
          Ask Colonel Doolittle.  Those orders are
          from him.

EXT.  HICKAM FIELD - DAY

The wrecked planes have been pushed off the runway and lie in
piles.  A transport plane is fueling, and Rafe and Danny wait
in the shade of a shelter.

                     DANNY
          I told her not to come.

The Major, watching the fueling, gets a wave from the ground
crew and turns and motions to Rafe and Danny that they're
ready.  They pick up their duffel bags -- and then Evelyn
comes around the corner of the shelter.

Rafe sees her first, but stops and looks away as Danny moves
to her.  For a moment he studies her eyes, and she does not
look away.

                     DANNY
          This hasn't been easy for any of us.  I
          feel awful for how it's happened.  But
          I've seen my first spring too.  Thanks
          for knowing that's true.

He takes her into his arms, kisses her tenderly but briefly,
a final time.  Evelyn's eyes find Rafe, but he can't look at
her until the embrace is over.

Rafe and Danny move to the plane and hurry up the steps.
They turn before the door closes and wave to her.

Evelyn's still standing there as the plane lifts away.

INT.  U.S. MILITARY INSTALLATION - NIGHT

The transport has landed and taxied right to the door of a
low, dark bunker, mostly underground.  The Major leads Rafe
and Danny inside.

INT.  BUNKER

Rafe and Danny follow the Major down a spartan corridor; the
whole place reeks of secrecy.

INT.  BUNKER - SECRECY ROOM - NIGHT

The Major opens the door for Rafe and Danny, then leaves,
closing it behind him.  Doolittle is alone at a desk.  Rafe
and Danny walk in and salute.  Doolittle motions to the two
chairs in front of the desk without looking up from the
papers he's studying.

                     DOOLITTLE
          I heard what you did.

                     RAFE
          We can explain, Colonel.

                     DOOLITTLE
          Explain what?

                     DANNY
          Whatever is was you heard about us.

                     DOOLITTLE
          You mean the hula shirts you were flying
          in?... Or the six planes you shot down?
          You're both being awarded the Silver
          Star, and promoted to captain.

                     RAFE
          Is that the good new, Sir, or --

                     DOOLITTLE
          You're just about the only pilots in the
          Army with actual combat experience, so
          you're volunteering for a mission I've
          been ordered to put together.  Do you
          know what top secret is?

                     RAFE
          Well sure, Colonel --

                     DOOLITTLE
          Top secret means you help me pick the
          other pilots, train, and go -- without
          knowing where you're going until it's too
          late.

                     DANNY
          You can count on us.

                     DOOLITTLE
          There's only one other thing I can tell
          you.

Doolittle looks up from his paperwork for the first time.
His eyes are fierce.

                     DOOLITTLE
          You won't need any goddamn hula shirts.

EXT.  ESTABLISHING EGLIN FIELD, FLORIDA - DAY

Eglin Field is on the gulf coast of Florida.

INT.  BRIEFING ROOM - EGLIN FIELD - DAY

A room full of PILOTS are assembled, with and other CREWMEN.
Danny and Rafe are there; Red and Anthony too.

                     VOICE
          Attention!

Colonel Doolittle strides into the room as all the men snap
to attention.

                     DOOLITTLE
          Be seated.  The mission you've
          volunteered for is dangerous.  How
          dangerous?  Look at the man beside you.
          It's a good bet that six weeks from now,
          either you or he will be dead.

Danny and Rafe whisper to each other --

                     DANNY
          Sorry you're gonna die -- cause I'm gonna
          make it.

                     RAFE
          What color flowers you want me to bring
          to your funeral?

                     DOOLITTLE
          In flight school you qualified in single
          and in multi-engine planes.  You'll be
          flying multi-engines here.

                     RAFE
               (whispering)
          Bombers.

                     DOOLITTLE
          I want to introduce a couple of people.
          Doc White is a flight surgeon; he has
          volunteered for gunnery training so that
          he can go on the mission, because we
          can't spare the weight of an extra man.

                     DANNY
               (whispering)
          A long range bomber mission.

                     DOOLITTLE
          ...And Ross Greening, who will oversee
          your equipment.  Any questions?

                     DANNY
          Who'll be the first one in, Colonel?  I'd
          like to volunt --

Rafe elbows his ribs so hard it takes his breath away.

                     DOOLITTLE
          I thought I'd made it clear, I'm not
          just putting this mission together -- I'm
          leading it myself.

                     RAFE
          I take it back, about the flowers.  We're
          all gonna die.

EXT.  EGLIN FIELD - RUNWAY - DAY

CLOSE - A B-25 bomber, from different angles.

The pilots look them over, liking what they see.

                     DOOLITTLE
          This is what we'll fly -- the B-25.
          There's one thing you have to be aware of
          from the very beginning.  You see that
          private?

They look down the runway a few hundred feet.  A private
waves, and starts painting a red line across the runway.
Another private, close by, paints a green line.

                     DOOLITTLE
          Green means go.  Red means dead.

MONTAGE - THE TRAINING - EGLIN FIELD - DAY

The pilots practice takeoff's.  Red is Rafe's copilot;
Anthony is Danny's.  Nobody can get airborne before the red
line.

INT.  EGLIN FIELD - LECTURE ROOM - DAY

Doolittle is instructing the men.

                     DOOLITTLE
          You're having trouble getting airborne in
          the shorter space because you're not
          revving the engines enough.  You've got
          to push them to the limit before you ever
          start to move.

Rafe is distracted; he's lost in though, looking at Danny --
and looks away just before Danny realizes it.

MONTAGE CONTINUES - EXT.  EGLIN FIELD RUNWAY - DAY

Pilots practice hard, revving the engines, taking off
hard...all of them crossing the red line, takeoff after
takeoff.  Rafe pushes his engine hard and still crosses by
twenty feet; Danny pushes even harder, and misses by ten
feet.

Doolittle watches with Greening from the edge of the runway.

                     DOOLITTLE
          We've got to get the weight down.

INT.  HANGER - EGLIN FIELD - DAY

Greening has removed the intensely complex Norden sight from
a bomber and put in on a table for Doolittle.

                     GREENING
          Okay, forty pounds gone.  And in it's
          place, this.

He shows Doolittle an aluminum strip on a swivel.

                     GREENING
          Weight, 3 ounces.  Cost, 20 cents.

                     DOOLITTLE
          Does it work?

EXT.  EGLIN FIELD - DAY

Doolittle pilots a B-25 at treetop level onto a practice
bombing range.  Greening uses the makeshift sight, and drops
a 500-lb sack of flour, right in the middle of the bull's-eye
target chalked on the ground.

EXT.  FLORIDA COAST - DAY

The B-25's are practicing, flying at treetop level.  Red is
Rafe's copilot, Anthony is Danny's.  Doolittle is flying the
lead bomber.

                     DOOLITTLE
          Right down to the treetops.  Low as you
          can.

Rafe brings his plane down, smoothly.  Then Danny's plane
appears -- under him.  Rafe jerks his nose up quickly.
Rafe's angry; Danny's laughing -- but he scares the shit out
of his crew.

EXT.  EGLIN FIELD - NIGHT

Danny's outside, looking up at the moon.  Rafe appears and
moves up beside him.

                     DANNY
          Fun today.  Like old times.

                     RAFE
          Danny, what the hell are you trying to do
          out there?

                     DANNY
          What do you mean?  I'm just doing what
          we've always done.

                     RAFE
          No.  You're trying to beat me.

                     DANNY
          We've always tried to beat each other.

                     RAFE
          Bullshit.  We've played with each other,
          pushed each other.  This is different.
          Like you want to prove that you're
          better than me.  Who's that for --
          Evelyn?

Danny's anger flares for a moment -- but Rafe's hit home.

                     DANNY
          Maybe just trying to measure up.

                     RAFE
          What's between you and her is between you
          and her.  But here's what's between you
          and me.  Everybody has a hero, Danny.
          And you're mine.

Danny's caught off-guard.

                     RAFE
          When we were growing up, I had
          everything.  You had nothing.  You
          climbed out of a hole I couldn't even see
          the bottom of.  I think maybe when I went
          off to England, I was trying to measure
          up to you.  Measuring up's over.  Let's
          just look out for each other.  Okay?

They embrace, closer now than ever.

MONTAGE - INTERCUT

with the planes practicing their short takeoffs, we see
Roosevelt in one of his fireside chats, his voice broadcast
across America...

                     ROOSEVELT'S VOICE
          Good evening, America...

Families all across America are gathered around radios,
listening.

                     ROOSEVELT'S VOICE
          I'm told that 80% of American families
          are listening to these fireside chats of
          ours, and I'm happy we can come together,
          as one great American family.  I'd like
          each of you within the sound of my voice
          to find a map...

The FAMILIES do, gathering around encyclopedias, school
books, any reference they have, spread on kitchen tables,
suburban living room rugs, or farmhouse hearths...

And the B-25's, all sixteen of them, begin a journey in
formation, flying at treetop level across America:
Mississippi delta land, Texas plains, Arizona mesas...

                     ROOSEVELT'S VOICE
          Look at the Pacific Ocean.  It covers
          half the surface of the earth.  And look
          at the great Atlantic.  The oceans both
          divide and connect us to our enemies, and
          either they will come to us, or we will
          go to them...

The formation of B-25's reaches San Francisco.

EXT.  SAN FRANCISCO NAVAL AIR STATION - DAY

Doolittle leads the bombers to a landing.  IN RAFE'S PLANE,
everybody's wondering why they're here.

                     RED
          N-naval station?  What's g-going on?

                     RAFE
          Wish I knew, Red.

EXT.  SAN FRANCISCO AIR FIELD - DAY

The crews climb from their planes, and almost before they're
out, teams of men use straps and cranes to hoist the bombers
onto flatbed trucks.  Doolittle walks up to Rafe and Danny,
watching the baffling operation.

                     DOOLITTLE
          Want to see where they're going?

EXT.  SAN FRANCISCO HARBOR - EVENING

Cranes lift the planes from the trucks and hoist them onto
the flight decks of the carrier USS HORNET.  The pilots stand
on the pier, watching.

                     ANTHONY
          I guess that settles it.  Somewhere in
          the Pacific.

                     RED
          With a s-short r-runway.

They all gather around Doolittle as he moves up to them.

                     DOOLITTLE
          You have rooms at the Biltmore.  I
          suggest a nice meal and a good night's
          sleep.  We leave tomorrow.

Doolittle walks to join a captain.

INT./ EXT.  SAN FRANCISCO HOTEL - NIGHT

The pilots get off the bus and carry their duffels into the
lobby.

                     ANTHONY
          San Francisco, here we are!

                     DANNY
               (grinning)
          I don't reckon we can get hogbrains and
          grits, but I hear a man can eat good in
          this town.

                     RAFE
          I'm gonna turn in.  I hate being on the
          water.  I think this is the last sleep
          I'll get for awhile.

INT.  LOBBY - NIGHT

The other guys drop their duffels with the bell hops; Rafe
moves to the reception desk.

                     RAFE
          McCawley.

The manager hands him a key, and smiles curiously.

                     MANAGER
          Have fun.

INT.  HOTEL ROOM - NIGHT

Rafe enters his room and finds the light on...and Evelyn's
there waiting.

                     RAFE
          What?...

                     EVELYN
          They were bringing back a ship full of
          wounded and needed extra nurses along.  I
          wrote Colonel Doolittle, and told him I
          needed to see you before you go.

                     RAFE
          It must of been a convincing letter.

                     EVELYN
          It was.  I couldn't have you go away,
          wherever it is...to war...without knowing
          something.  You think I made a choice, of
          Danny over you.  I didn't.  I didn't have
          a choice.  I'm pregnant.

The blood drains from Rafe's heart.  Yet he finds the
strength to move to her.  She turns away, so she won't throw
her arms around him.

                     RAFE
          Does Danny know?

She shakes her head, refuses to cry.

                     EVELYN
          I wasn't sure, until the day you turned
          up alive.  I never had a chance to tell
          him.  Now I can't have him thinking about
          this when he needs to be thinking about
          his mission, and how to come back from
          it.

She turns and faces him again.

                     EVELYN
          I want you thinking about that too.  Just
          come back.
               (beat)
          Rafe, I see it in your face.  You're
          thinking you don't have anything to live
          for.  Don't you dare think that way.
          I'll never write a letter, or look at a
          sunset, without thinking of you.  I'll
          love you my whole life.  And I want you
          to live.

She looks at him, her eyes bright with tears, but still she
refuses to cry.  They both know they can't touch, or they'll
never let go.  She walks past him, out of the room, closing
the door softly behind her.

EXT.  SAN FRANCISCO HARBOR - DAY

The USS HORNET clears the Golden Gate Bridge, with cruisers
and destroyers rounding out its battle group.

Rafe and Danny stand on the flight deck, watching the city
recede behind them.

Evelyn is on a hilltop watching them go.  Danny can't see
her, doesn't know she's there.  Rafe can't see her either --
but he knows.

                     SHIP'S INTERCOM
          Army pilots to the briefing room.

INT.  THE CARRIER HORNET - BRIEFING ROOM - DAY

The pilots are gathered expectantly in the carrier's
conference room.  Doolittle strides in.

                     DOOLITTLE
          Gentlemen, I can now tell you that the
          target of this mission is Tokyo.

The pilots love it.  The ones who have not seen battle are
grinning and vocal.  Rafe, Danny, Anthony, and Red are
quieter, savoring the prospect of revenge.

                     RED
          And where's the secret base, Sir?  The
          one we t-takeoff from.

                     DOOLITTLE
          The navy will get us to within 400 miles
          of the Japanese coast.  We'll launch off
          the carriers from there.

Suddenly the pilots don't like the sound of this.

                     ANTHONY
          Sir, has this ever been done, launching
          an army bomber off a navy carrier?

                     DOOLITTLE
          No.  Any other questions?

                     RED
          C-Colonel, we been p-practicing
          takeoff's, but I ain't sure we can land
          on these carriers d-decks.

                     DOOLITTLE
          We won't have the fuel to get back to the
          carriers; they'll turn and run back to
          Hawaii the minute we're airborne.

                     RED
          Then wh-where do we land?

                     DOOLITTLE
          I have a phrase I want you all to
          memorize:  "Lushu hoo megwa fugi."  It
          means "I am an American."  In Chinese.

Absolute silence among the pilots.

EXT.  FLIGHT DECK OF THE HORNET - DAY

The sailors who man the flight deck look at each other with
bafflement as the worried pilots pace from one end of the
deck to the other.  They're in a line like ducks, Rafe in the
lead and the others following, counting steps, each man
measuring the distance.  Shaking their heads, worrying.

They stop at the end and look down at the sea far below them;
it's dizzying.  Anthony shoves Red for fun before grabbing
his shoulder to stop him from falling.

                     RED
          A-a-asshole!... Maybe it's l-longer
          going this way.

He starts pacing back the other way, as if the ship's longer
in that direction.  The other pilots watch him for a moment,
then follow him, counting again.

Rafe and Danny are left standing alone at the end of the
flight deck.  Far over the surging sea.

                     DANNY
          It's shorter than our practice runway.

                     RAFE
          They'll turn the ship into the wind
          before we launch.  That'll help.

                     DANNY
          We'll be loaded with 2,000 pounds of
          bombs and 1,500 pounds of fuel.  I got
          another Chinese phrase for Doolittle.
          "Mug wump rickshaw mushu pork."  It
          means "Who the fuck thought up this
          shit?"

Doolittle appears right beside them.

                     DOOLITTLE
          He was a navy man.

Doolittle walks away.

                     RAFE
          Maybe we'll be lucky with the weather.

                                                    SMASH TO:

EXT.  PACIFIC - A FEROCIOUS STORM - NIGHT

The Hornet tosses, bashed by a vicious storm.

INT.  CARRIER HORNET - BRIEFING ROOM - DAY

The ships is rolling; most of the fliers are green.
Doolittle stands at the podium.

                     DOOLITTLE
          Since we'll be on our own once we're in
          the air, I thought I had a good idea
          letting each crew select it's own target.

He looks at a pile of paper slips in front of him.

                     DOOLITTLE
          Now we have fifteen requests for the
          Emperor's Palace...and one for Tokyo
          baseball stadium.

                     RED
          I d-don't think Japs ought'a be allowed
          to p-play baseball.

                     DOOLITTLE
          I'd like to bomb their Emperor too.  But
          I think that'd just piss 'em off.  The
          idea here, Gentlemen, is not revenge.
          We're here to prove to them that they're
          neither invincible nor superior.  So
          let's try this again.  Military targets
          only.

                     RED
          Colonel, to f-fight you need strategy.
          To have strategy, ya gotta practice.  And
          to practice it, ya gotta play --

                     DOOLITTLE
          No baseball diamonds, Red.

                     RED
          Y-Yes Sir.

EXT.  PACIFIC - DAY

The storm is subsiding, but it's still raining.  From the
bridge of the Hornet, they spot the ENTERPRISE.

                     ADMIRAL
          The Enterprise will ride shotgun when we
          launch the bombers.  They wanted our
          carriers at Pearl, and now we've come to
          them.  If the Japanese get us, they'll be
          having dinner in San Francisco next
          month.

EXT.  FLIGHT DECK - THE HORNET - DAY

The preparations begin.  Deck crews move the B-25's to the
rear of the flight deck.  Fueling teams top off the bomber's
gas tanks.  Ordnance men hoist four bombs into each aircraft,
and the army gunners load ammunition for the machine guns.
Greening checks the planes' mechanical and hydraulic systems.

And once again the pilots are out pacing the deck distance.
It's turned into a game for them, walking off nerves.  As
Rafe and Danny pass.

                     RAFE
          It's not getting any longer.

                     DANNY
          Longer?  It's getting shorter.

INT.  HORNET - BRIEFING ROOM - DAY

Doolittle is laying out the plan for all the pilots.

                     DOOLITTLE
          We'll take off late this afternoon.  I'll
          hit Tokyo at dusk, and drop incendiary
          bombs.  You'll come after me at night,
          guided by the fires.  Then it's on to
          China, where you'll arrive at dawn,
          guided to their airfields by the homing
          beacons the Chinese are going to switch
          on for us.  That's if everything is
          perfect -- like every other military
          mission I've ever been involved with.

Doolittle looks around the room.  No one's smiling.

                     DOOLITTLE
          Listen you guys.  I'm the first plane --
          then McCawley, Walker, the rest of you.
          I'll have the shortest run.  If I don't
          make it, you don't go.

                     RAFE
          Colonel...we're all going.  Whether you
          make it or not.

                     DOOLITTLE
          I know.

EXT.  BRIDGE OF THE CRUISER NASHVILLE - DAY

The cruiser Nashville is at the perimeter of the task force.
It's lookouts spot Japanese patrol boats ahead.

INT.  BRIDGE OF THE ENTERPRISE - DAY

The message is handed to Admiral Halsey.

                     OFFICER
          Sir, lookouts on the cruisers report
          patrol boats, ten miles away!

                     HALSEY
          The Japs have set up a picket line!
          Order the cruisers to open fire!  We've
          got to sink them before they get a
          message away.

EXT.  PACIFIC - DAY

The cruiser NASHVILLE begins firing rounds at the Japanese
patrol boat; round after round misses.

INT.  HORNET'S RADIO ROOM - DAY

The operators hear the excited voices of Japanese radio
traffic.

                     RADIO OPERATOR
          They've reported our position!  Tell the
          Admiral.

EXT.  HORNET - DAY

Doolittle hurries up to the command bridge, with the naval
officers sent by the Admiral to fetch him.  Doolittle sees
the cruisers next to the carrier firing its guns -- at
Japanese boats in the distance.

INT.  BRIDGE OF THE HORNET - DAY

Doolittle finds the Admiral gathered with his staff, their
mood is grim.

                     DOOLITTLE
          How far are we from Tokyo?

                     ADMIRAL
          Seven hundred miles.

INT.  PILOT'S WARD ROOMS - SERIES OF DISSOLVES

Rafe, Danny, and the other pilots are alone at their bunks,
taking advantage of the lull before the mission.

Rafe has paper and pen to write a letter, but he can't think
of anything to write.

Danny holds the "Picture of Paradise" that Sammy took, of
Evelyn and the nurses in the sun.  He tucks it inside his
shirt, when he hears --

                     LOUDSPEAKER
          Army pilots, man your planes!

EXT.  FLIGHT DECK - THE HORNET - DAY

The pilots run onto deck.  The cruiser next to the Hornet is
still firing away at the Japanese patrol boat.

Doolittle runs onto deck, shouting orders.

                     DOOLITTLE
          Load in every bit of extra gas you can
          carry!  And strip everything you don't
          need out of the planes.  I mean
          EVERYTHING!

EXT.  HORNET - FLIGHT DECK - STRIPPING THE PLANES - DAY

It's starting to rain but the guys don't notice at all.
They're stripping seats out of the planes, tossing out their
own gear.

Greening pulls the machine guns out of the rear of the planes
and puts in broomsticks painted black.

Off in the distance the Japanese patrol boat takes a hit and
explodes.  Rafe and Danny meet between their bombers.

                     DANNY
          Broomsticks instead of tail guns.

                     RAFE
          We'll get separated over the target, but
          you and I will rendezvous for the run to
          China.  I'm on your wing.

                     DANNY
          And I'm on yours.  Land of the free.

                     RAFE
          Home of the Brave.

They climb into their bombers.

EXT.  HORNET - FLIGHT DECK - DAY

The engines are revving.  The tachs are showing redline.  The
crews are in their planes.  Doolittle is first, just ahead of
Rafe and Danny's B-25's.

The battle pennants whip, the props blur, the wheels strain
against the brakes; from the cockpits the flight deck looks
impossibly short...and the American flag cracks in the wind.

And now every pilot looks at Doolittle's plane...

Doolittle starts the run down the flight deck...faster...the
end looming.  He turns the plane almost vertical, standing it
on its props...and lifts away smoothly.

The sailors on deck cheer, like the Japanese did before Pearl
Harbor.

Rafe, Danny, and the others take off too.

EXT.  SKIMMING OVER THE WAVES - DAY

The B-25's head toward Japan.

EXT.  PACIFIC - THE AMERICAN TASK FORCE - DAY

Admiral Halsey, on the deck of the ENTERPRISE, watches as the
last plane takes off.  The planes recede in the distance,
racing just a few feet over the water, toward Japan.

                     HALSEY
          Of all the other things this mission is
          doing that have never been done before...
          I've never sent out planes that I wasn't
          going to see safely home.  Let's get out
          of here.

The task force runs for home.

EXT.  SKIMMING OVER THE WAVES - DAY

At first the planes are together; Rafe and Danny can see each
other off each other's wing, and Doolittle's plane is ahead.
The others are grouped after them.  They maintain strict
radio silence, and can communicate only with gestures, hand
signals, or a flasher for Morse code.  When Rafe speaks to
the crew of his own plane, it's by pressing an intercom
sender to his throat.

                     RAFE
          What's our ETA for Tokyo?

The bombardier/navigator is already working out the numbers
at his plotting table in the center of the plane.

                     NAVIGATOR
          Almost exactly at 12 noon.

                     RED
          High n-noon.  I k-kinda like that.

Rafe looks over to Danny and gives him a thumbs up.

INT.  DANNY'S PLANE - DAY

Danny calls back to his GUNNER, who is watching the fuel
supply.

                     DANNY
          We got a 25-mile-an-hour head wind.  How
          we doing with fuel?

                     GUNNER
          How do you think?

The gunner is already pouring gas into the tanks from the
extra cans.

Anthony stands and moves back to the rear of the plane, pulls
a piece of chalk from his pocket and writes on the nose of
the bombs -- "For America,"  "For Pearl Harbor,"  "For the
Arizona,"  "For Billy."

-- Rafe flies, lost in thought...

-- Evelyn is back at Pearl, struggling to keep her mind on
   her work.

-- Danny is looking at his gauges, then at the picture in
   his shirt.

EXT.  TOKYO - VARIOUS SHOTS - DAY

It's a pleasant day, and the people of Tokyo are in a
confident, happy mood.  They're shopping, smiling, enjoying
beautiful spring weather.  The Emperor is on the garden of
his palace having lunch.

EXT.  SKIMMING OVER THE WAVES - DAY

The American planes are coming.

INT.  DOOLITTLE'S PLANE - DAY

He and his navigator confer.

                     DOOLITTLE'S NAVIGATOR
          Time for the others to break off.

His copilot uses the flashes to signal the other planes.
They break off for their individual targets, every plane now
on it's own.

INT.  JAPANESE AIR DEFENSE STATION - DAY

This is the nerve center of Tokyo's defense.  An OFFICER
receives a message and reports to his supervisor.

                     JAPANESE DEFENSE OFFICER
          Coastal stations report a low flying
          plane coming in off the sea.

                     SUPERVISOR
          From the sea?... That couldn't be right,
          it must be part of the air raid practice
          this morning.

EXT.  SKIMMING OVER THE WAVES - DAY

The planes reach the Japanese coastline, and start skimming
over treetop level.

EXT.  TOKYO - DAY

The office of an anti-aircraft battery blows its whistle; his
crew mount their guns and swerves them around.  The officer
whistle's again and checks his watch.

                     ANTI-AIRCRAFT OFFICER
          Not bad.

The crew dismount their guns; just a drill.

EXT.  TOKYO - VARIOUS SHOTS - DAY

The Japanese people are unaware of the drill.  People are
browsing through open-air shops, where new radios are turned
on, playing music.  And Tokyo Rose is talking -- in English
and Japanese.

                     TOKYO ROSE (ON THE RADIO)
          It is another beautiful day in Tokyo, as
          all of Japan basks in a new day of
          victory.

INT.  THE PLANES - DAY

Coma, Danny's navigator, picks this up.

                     COMA
          Listen to this -- it's Tokyo Rose.

                     TOKYO ROSE (ON THE RADIO)
          Our brave sailors and soldiers, inspired
          by our divine Emperor, have pushed the
          Americans from the Pacific.

These words go through the plane; and in the other planes
they hear it too.

                     TOKYO ROSE (ON THE RADIO)
          But hiding at home will not save them.
          Each time the Americans have tasted the
          samurai spirit, they have learned the
          bitter taste of defeat, while Japan is
          embraced by the divine wind that has
          protected our island for seven centuries.

EXT.  TOKYO - DAY

The planes reach Tokyo, and flash across the rooftops.

INT.  DANNY'S PLANE - DAY

                     ANTHONY
          We'll give that bitch something to
          announce.

Danny and Rafe give each other a wave, and divert toward
their separate targets.  Each plane is on its own now.

EXT.  TOKYO - DAY

Doolittle's plane flashes right over the Emperor's palace.
The Emperor sits in the garden, meditating.

EXT.  TOKYO - VARIOUS SHOTS - DAY

Mothers walking their children see the planes flash by
overhead, and like the people at Pearl, they think they are
friendlies.  A toddler points up and smiles.  His mother
picks him up and hugs him happily.

                     JAPANESE MOTHER
          Yes!  So beautiful!

INT.  THE PLANES - DAY

Rafe's bombardier works his 20-cent bombsight, as Rafe holds
the plane steady, bringing it up to 200 feet.

They scan for fighter or anti-aircraft fire.  There isn't
any.

                     RAFE
          Open bomb bay doors.

DANNY'S PLANE runs toward its target...

DOOLITTLE'S PLANE races over Tokyo...

                     GUNNER
          Bomb bay doors open, sir.

                     RAFE
          It's all yours.

The bombardier hits the first switch.  The bomb falls toward
a factory.

It strikes home, right on target.  The blast is shocking --
it blows debris higher than the plane.

EXT.  TOKYO - THE BOMBING - VARIOUS SHOTS

The individual planes drop their bombs, four per plane, on
shipyards, factories, oil supplies, weapons facilities.
Their bombing is highly accurate.

On the ground, at the open-air market, for a brief moment
Radio Tokyo goes silent; then --

                     TOKYO ROSE (ON THE RADIO)
          We interrupt this broadcast... Tokyo is
          being bombed!

EXT.  THE EMPEROR'S PALACE - DAY

The Emperor looks up at the sound of air raid sirens and
distant explosions.

                     EMPEROR'S ATTENDANT
          Surely just a drill, Divine One.

INT.  RAFE'S PLANE - DAY

                     NAVIGATOR
          Last bomb away.

It slams into a factory, blowing debris everywhere and
turning the factory into an inferno.

Rafe's tail gunner sees Zeros swarming in with vengeance.

                     GUNNER
          We got Zeros!  And they're pissed off!

Rafe changes course quickly.

INT.  DANNY'S PLANE - DAY

Anti-aircraft FLAK bursts in the sky in front of them; Danny
takes evasive action.

INT.  RAFE'S PLANE - ABOVE TOKYO - DAY

Rafe pushes the engines to top speed and changes course
again; but the B-25's can't outrun the Zeros.  Their fire
chews into the bomber's tail, hitting the gunner.  Red
scrambles back to find the gunner dead.

                     RAFE
          Can you get 'em off us?

Red reacting to bullets coming through the rear of the
fuselage, looks at the brooms protruding from the rear of the
plane.

                     RED
          Whatta ya want me to do, sweep 'em!

As the bombardier, navigator, and Red jump onto the other
machine guns, Rafe looks for a way out.  He dives down toward
the city.  The Zeros follow.

EXT.  SKIES OVER TOKYO - DAY

Rafe takes the B-25 right down among the buildings, sometimes
even having to spin the wings to get through.  The Zeros
can't keep up with this...

But Rafe can't keep it up long, either; they break out into
open ground rail yards, where there's no place for him to
hide...

The Zeros come in to chew him up...

But they take fire from another B-25 -- Danny's -- coming in
to save Rafe's plane.  Rafe now uses the radio.

                     RAFE
          Danny, get the hell out of here!

But Danny stays, mixing it up with the Zeros; with both
B-25's together, their machine guns down one Zero and damage
another.  But there are too many.

Rafe sees clouds coming in, and fog.

                     RAFE
          Danny, run for the clouds!

The bombers race toward the clouds, and make it; the Zeros
lose them.

EXT.  SKIES - BROKEN CLOUDS - DAY

Rafe and Danny keep broken contact through the clouds, and
settle in for the long run to China.

INT.  RAFE'S COCKPIT - DAY

                     RAFE
          We burned a lot of fuel back there.
          Flash them and ask about their supply.

INT.  DANNY'S PLANE - DAY

Anthony reads the Morse code.

                     ANTHONY
          "How's your fuel?"

Danny looks across to Rafe and shakes his head.

INT.  ROOSEVELT'S RESIDENCE - HYDE PARK, NY - DAY

Roosevelt is at his desk when General Marshall enters.

                     GENERAL MARSHALL
          We have bombed Tokyo, Mr. President.
          Radio Tokyo interrupted it's own
          broadcast to make the announcement.

                     ROOSEVELT
          Have the planes made it to China?

                     GENERAL MARSHALL
          There've been some complications, Sir.
          The Chinese didn't receive our request
          for homing beacons until is was too late
          to get them set.  And the planes had to
          take off so early they may lack fuel to
          make the mainland anyway.

                     ROOSEVELT
          So those brave men are flying blind and
          running out of fuel.

                     GENERAL MARSHALL
          The Chinese are sending out search
          parties to try to find the crews before
          the Jap patrols do, if any of the planes
          make it.

                     ROOSEVELT
          God help them.

EXT.  SEA OF JAPAN - DUSK

They've climbed above the clouds; the fliers are exhausted.

The sun is beginning to set.  Rafe stares at it...

INT.  HOSPITAL - PEARL HARBOR - DUSK

The place is white again -- the white of bandages and casts.
Everyone is busy, and even the wounded are looking out for
each other; a man with his arms in an airplane splint holds a
spoon and feeds a badly burned buddy.  Evelyn and her
overworked nurses are looking after the critical cases.  But
as she covers the windows with blackout curtains, she stops
for just a moment to stare at the sun's last rays.

EXT.  SKIES OVER PACIFIC - NIGHT

Colonel Doolittle can make out mountains below them.

                     DOOLITTLE
          We'll fly till we run out of fuel, then
          bail out.

Just then his engines start to sputter.

                     DOOLITTLE
          Chute!

He puts the plane on auto-pilot and the men move to the
hatches.  Three guys go out; it's just Doolittle and his
copilot left.

                     DOOLITTLE
          Nobody else is gonna make it either.  If
          I live through this, they're gonna put me
          in Leavenworth Prison.

They jump.

INT.  DANNY'S PLANE - NIGHT

Coma moves up to Danny.

                     COMA
          We're running out of fuel.  And I can't
          find the beacon.

Danny gestures across to Rafe that he hears nothing in his
radio phones.  Rafe gestures the same thing back.

They look down and the entire ground is covered with clouds.

                     RAFE
          I don't know if we're over sea or land.
          Drop flares and try to spot something.

EXT.  SKIES OVER PACIFIC - NIGHT

They drop flares; they disappear into the cloud cover and
tell them nothing.

EXT.  SKIES - RAFE AND DANNY'S PLANE - NIGHT

Danny's engines are sputtering; his gunner pours the last
drops of gas into the tanks.

                     DANNY
          Flash Rafe.  We're gonna bail.

Red sees Anthony signal.

                     RED
          They've gotta jump.

                     RAFE
          Not unless we know he's over land!

Rafe yells at Danny, as if he could hear --

                     RAFE
          You are not bailing out into water!

                     RAFE'S NAVIGATOR
          Coastline below!

Through a break in the clouds they spot a rocky shoreline.

                     RAFE
          We've got coast!  Signal him to climb and
          jump.

Red signals; Danny's plane signals back.

                     RED
          They don't have fuel to make altitude.
          He's gonna set it down in the water.

Rafe looks over at Danny, who is gesturing; he gives up on
the hand signals and grabs the flasher; Red reads the Morse
code...

                     RED
          Y-O-U... G-O.  You go on.

Rafe grabs the flasher and angrily flashes back two letters.

                     RAFE
          N-O!  We stay together!  I'll go in
          first.

Rafe turns his bomber and Danny follows, their planes arcing
down toward the rocky coast; it's hairy, the clouds masking
their view, as the altimeter winds down... At the last moment
they see rocks looming out of the surf.

INT.  RAFE'S PLANE - NIGHT

He's shouting to his crew --

                     RAFE
          Hang on tight!  I'll put her in the
          smooth water and we'll swim in!

INT.  DANNY'S PLANE - NIGHT

His engines are sputtering, catching, sputtering; he fights
to stay in control.

EXT.  CHINA COAST - NIGHT

Rafe's plane settles down toward the water; he guns the
engine to level out, and the plane skims across the surface;
then the propellers catch and the plane stops like it hit a
wall, flipping over it's nose.

DANNY'S PLANE is struggling; when he tries to add throttle,
the engines sputter out.  The plane drops, skips once on the
surface, then hits a shoreline rock belly first.

Danny and Anthony are ejected through the top of the
fuselage; Coma is hurled forward right through the glass nose
of the plane.

INT.  RAFE'S PLANE - NIGHT

Rafe and Red come to in the plane inverted and sinking.  They
react, unbuckling, grabbing for their crewmates as the plane
is quickly filling.  The navigator and gunner are
unconscious; the bombardier is dead.  Red struggles with the
hatch and can't make it budge.

                     RAFE
          It won't open til the plane fills!

They struggle to breath as the water envelops them.  But as
the water reaches the top, Rafe takes a last breath and dives
to the hatch; it comes open, and they swim up, dragging the
rest of the crew.

EXT.  CHINA COAST - NIGHT

They break the surface, and struggle to shore with the
unconscious navigator and gunner.

Rafe's looking everywhere; he sees Danny's plane crashed
against the rock.  He fights his way through the surf to
Danny's plane, Red following.

Rafe finds Danny face up in the water.

Red finds Anthony on the rock.  He's face up, but as Red
lifts him he finds the back of Anthony's head is gone.

The rest of Danny's crew are floating in the surf, dead.
Rafe and Red pull Danny to shore.

                     RAFE
          Danny!  DANNY!

Danny's eyes flutter open; he sees Rafe and mumbles --

                     DANNY
          I've made better landings.

Danny's hand gropes to his throat; Rafe finds a V shaped
shard of the fuselage hooked into his neck.

Rafe grabs it, trying to bend it open; the sharp metal cuts
his hands, but he keeps straining.  It won't work, He pulls
his .45 from his jacket and tries to pry the metal.  It works
a bit; he tosses the pistol aside and grabs the shard again,
and opens it.

                     RAFE
          You hang on, Danny!  You hang on!  You're
          gonna make it!

Rafe's head snaps forward, crunched with the butt of a rifle;
a Japanese patrol, four men, have arrived.  They're angry,
scared, hyped.  They knock Red down too, yelling and
brandishing their rifles at the fliers on the beach, living
and dead.

The Japanese officer is barking orders.  They find the
Captain's insignia on Danny's jacket, and begin binding him
to a yoke, his wrists tied to the wood like a crucifixion, a
wire around his neck.  They find the navigator unconscious,
but alive.  The officer snaps a single word and a soldier
shoots the navigator.

The others wire Rafe's ankles together... Rafe is
emotionless.

RAFE'S CONSCIOUSNESS fades in and out.  He hears Danny
choking, and his mind sees Danny as a boy those long years
ago, being carried by the neck across the field by his
father...

Then Rafe sees THE PRESENT:  Danny being half-carried, half-
dragged by the neck by two Japanese.  The officer is pulling
Red along, hands bound behind him.  And Rafe starts moving,
being dragged on his back, pulled by his feet along the rocky
sand.

His hand slides by the pistol he tossed behind the rock.

The whole world slows down.

He clutches it, shoots one of the men towing Danny.  And as
the man dragging Rafe turns around, Rafe shoots him in the
face.

The officer spins, raising his rifle; the soldier pulling
Red, shoves him onto his face in the sand and aims his rifle
too.  The officer is pulling the trigger to kill Rafe when
Danny slams him down from behind.

The fourth soldier shoots Danny in the gut, then takes aim
for Rafe's heart -- and is shot through the chest from
behind.

The Japanese officers rises in surprise and is cut down by
scythes carried by the Chinese peasant soldiers who are just
arriving.

Rafe struggles to Danny, moving the Chinese aside.  Danny
lies on his back, clutching his wound as if to hold onto his
life.

                     RAFE
          Danny...

                     DANNY
          I can't make it.

                     RAFE
          Yes you can.

But Danny is silent, his eyes drifting shut, and in that
moment Rafe thinks he is gone already.  Then Danny's eyes
drift open, finding him.

                     DANNY
          Take care of Evelyn.

The words almost kill Rafe, filling him with grief.  From
somewhere he finds the strength to say --

                     RAFE
          I will.  And your baby.
               (beat)
          You're gonna be a father.

Did Danny hear?  His eyes are closed again.  But his head
comes up; Rafe takes it, and Danny pulls him closer to
whisper --

                     DANNY
          No.  You are.

Rafe cradles Danny in his arms.  Danny's eyes are open, but
Rafe sees no light there.

                     RAFE
          Danny... Land of the free... Land of the
          free...

But Danny will never answer him again.  Rafe hugs Danny
tight, and weeps.

EXT.  VARIOUS SHOTS - DAY

The news of the raid hits Washington...and the rest of
America.  If it isn't wild celebration; when people see the
headline:  AIR RAID ON TOKYO, and DOOLITTLE DOES MUCH; their
faces change, as if finally told what they already knew --
that America would prevail.

                     VOICE OVER
          The Doolittle Raid was the pivotal moment
          of America's war with Japan.  Before it,
          America knew nothing but defeat; after
          it, nothing but victory.
               (beat)
          One crew of Doolittle's raiders made it to
          Vladivostok, Russia, where they were
          interred for much of the war.  Thirteen
          planes crash landed in China, where the
          Chinese people helped the Americans
          escape, and had their villages destroyed
          and citizens executed by the Japanese
          forces of occupation.  Two crews were
          captured by the Japanese and three fliers
          were executed without trial, called "war
          criminals" by the Japanese.  Jimmy
          Doolittle was promoted to General, and
          given the medal of honor.

We see the ceremony at the White House, as Roosevelt presents
Doolittle with the metal.

EXT.  TENNESSEE - DAY

Out by the crop dusting landing field is a memorial to Danny
Walker, with an American flag flying high above it.  Standing
at the memorial are Rafe and Evelyn.  Rafe holds a child in
his arms, a boy, named Danny.

                                                    FADE OUT.

                          THE END

