Face/Off, early draft





                              FACE/OFF


                             Written by

                    Mike Werb & Michael Colleary





                                                        First Draft




     FADE IN:

     EXT.  SKYLINE -- NIGHT

     Drizzling ... cold ... foggy ... gray sky vanishes into gray
     sea without a seam ... fog so dense we move through it
     blindly until ... looming huge:  the GOLDEN GATE BRIDGE.

            SUPERIMPOSE:  SAN FRANCISCO -- THE NEAR FUTURE

     Impossibly close, we soar through repair scaffolding and
     over suspension wires ... glimpsing earthquake damage:
     broken concrete, dangling cables, cracked support beams.

     Turning south ... the familiar jewel-like cityscape  ... 
     Fisherman's Wharf ... Russian Hill ... yet there are now two
     Transamerica Towers and we CLIMB UP the new one.

     Reaching the fogless PINNACLE ... peace reigns ... as we float
     right through an ACCESS PANEL -- strangely wedged open -- and

     INTO THE TRANSAMERICA-TWO SPIRE

     A maze of wiring, ducts and maintenance-controls ... but behind
     one DUCT -- something HIDES ... something GLOWING RED  ... 

     TELESCOPE IN and find THE DEVICE.  Unlike any other explosive
     charge, it is complex in form and compact in size, with a
     sectioned, multi-colored cube panel and a glass GLOBE core  ... 

     MAGNIFY ... now we're INSIDE the globe ... in a gaseous soup  ... 
     with a zillion microscopic parasites ... they crowd the
     screen ... throbbing ... BUZZING like a swarm of angry wasps.


     INT.  TRANSAMERICA-TWO -- PARKING LEVEL LOBBY -- NIGHT

     Late.  The last few workoholics head for their cars.  The
     only sound is the sloshing of the Chinese JANITOR mopping.

     Slosh.  Slosh ... the FREIGHT ELEVATOR opens and out comes
     GEOFFREY BARNES (30).  Rumpled and out-of-breath -- the slim
     Englishman bumbles into the Janitor -- knocking him down.

                              GEOFFREY
                    Thank goodness, a human being.

     Fumbling with his briefcase, he kicks over the pail.  Water
     sloshes everywhere.  The janitor starts yelling in CHINESE.
     Barnes replies -- in perfect Mandarin.

                              GEOFFREY (cont'd)
                    [I'm terribly sorry, but
                    I feel like Icarus in the
                    labyrinth.  Where the devil
                    is Parking Level Red-14B?]

     The Janitor stares, then smiles and gives directions in
     Chinese.  BARNES graciously bows.  The Janitor bows back.


     INT./EXT.  STREETS -- SQUAD CAR -- NIGHT

     Cops MORRIS and HODGES wait for a green light at the
     intersection of Van Ness and Lombard.  The RADIO crackles on.

                              DISPATCHER
                    Attention all units -- 211 at
                    Pier 39.  Suspect is a white male,
                    30's, 6 feet with specs, armed
                    and very dangerous.  Heading
                    south on Van Ness in a blue Ford
                    sedan.  Watch for this one,
                    fellas -- he's looney toons.

     The exchange glances as ... a blue FORD SEDAN motors by.


     INT.  CAR -- MOVING -- NIGHT

     Geoffrey Barnes innocently drives his rental car -- a blue
     Ford Sedan.  Tired, he stretches his long legs.

                              GEOFFREY
                    Another day, another - cop?

     POLICE SIRENS blaze behind him.  Concerned and annoyed --
     Barnes finally pulls over.

     Adjusting his specs -- Barnes fumbles to find the car
     registration.  He turns -- and sees a POLICE AUTOMATIC
     pointing at his head.  Morris waves him out of the car.


     EXT.  FILLMORE PRECINCT -- NIGHT

     A modern multi-use high-rise.  A window-washing "DRONE"
     works its way up a grid-track.  As the RAIN increases, the
     drone stops cleaning and retracts into a maintenance shaft.


     INT.  PLEXIGLASS ELEVATOR -- MOVING -- NIGHT

     The elevator ascends quickly -- glimpsing floors dedicated
     to Evidence, Parking Authority, Civil Code, Small Claims,
     Identification etc.  A manacled Barnes trembles.

                              GEOFFREY
                    You're making a ghastly
                    mistake!  I haven't been
                    to Fisherman's Wharf,  I
                    don't even like fish.

     Yeah, yeah, yeah -- like Hodges and Morris really care.


     INT.  BOOKING LEVEL -- NIGHT

     A busy night processing hookers, homeless and alcoholics.
     In the thick of it -- the BOOKING CLERK tries to lock Barnes's
     hand onto a PRINT-SCANNER -- but he resists mightily.

                              GEOFFREY
                    Check my papers -- I'm with
                    the English consulate -- I've
                    got diplomatic immunity -- and
                    you've - got - no - right!

     Barnes pulls away, eyes flashing angrily ... until a HUGE
     COP grabs his hand and gently eases it down on the scanner.


     INT.  HOLDING TANK -- NIGHT

     Barnes's thrown into a cell with a nasty group of drunken
     GANG-BANGERS.  He smiles nervously, goes to the payphone.

     One WIRY HOOD trips him.  They laugh as Barnes struggles up,
     then inserts a "smart" card in the payphone slot.

                              GEOFFREY
                    Hello!  Sorry I'm late, but
                    there's been a bit of a
                    muddle.  I'm on the ninth floor
                    of the bloody Fillmore police
                    station.  Could you come and
                    "bail me out" or whatever they
                    call it?  There's a good chap.

     He hangs up and glances at the threatening men.  The WIRY
     HOOD takes Barnes's glasses and snaps them in two.


     INT.  BAY VIEW HOTEL -- LOBBY -- NIGHT

     Rain-soaked, POLLUX TROY (30's) anxiously checks in.  He's a
     human hummingbird -- skittish, edgy, a bit paranoid.

                              CLERK
                    -- I do have something on
                    the 26th floor facing west
                    -- but there's no view.

                              POLLUX
                    Yes -- there is.

     POLLUX grabs the key and heads for the ELEVATOR.  He holds
     the elevator door open, waiting on a pair of muscular,
     crystal-eyed twins -- LARS and LUNT MUELLER.

     A helpful Bellhop reaches for Lars's large DUFFLE bag --
     Lars yanks it back and disappears into the elevator.


     INT.  IDENTIFICATION FLOOR -- ANALYSIS ROOM -- SAME TIME

     Chief analyst BRYCE shows a new TRAINEE the ropes.  He grabs
     a booking PRINT-OUT from a vacuum feeder tube:  Barnes's.

                              BRYCE
                    If this guy took a shit off
                    the London Bridge -- we'll
                    know about it in two seconds.

     Bryce feeds the computer which WHIRS into action -- scanning
     the handprint.  The Trainee considers Barnes's innocently
     GOOFY MUGSHOT.

                              TRAINEE
                    This guy?  I bet he never
                    even said the word shit.

     FULL SCREEN -- MONITOR

     BARNES'S prints match the record of one CASTOR TROY:

     WANTED -- PACIFIC STOCK EXCHANGE BOMBINGS, 12 DEAD
     WANTED -- ASSASSINATION OF CROATIAN AMBASSADOR
     WANTED -- KIDNAPPING OF BRUNEI CROWN PRINCE

     BRYCE and the TRAINEE look at each other -- stunned.

     But the FELONY LIST goes on ... MURDER ... ARSON ...
     KIDNAPPING ... TERRORISM ... with CD-ROM IMAGES of the
     crimes.  Finally ... at the bottom:

     IF YOU HAVE ANY INFORMATION ON THE WHEREABOUTS OF THIS
     PERSON CALL CMD. JON ARCHER, NATIONAL SECURITY AGENCY,
     WEST COAST DIVISION, IMMEDIATELY.


     INT.  PSYCHIATRIST'S OFFICE -- NIGHT

     Some office.  There's a stunning 180-view of TOWERING
     REDWOODS, a creek, even some ambling deer.  DR. RACHEL
     GARDNER (55) considers her fidgeting patient -- JON ARCHER.

     Archer's around 30, decent-looking, maybe even handsome if
     he ever smiled.  His eyes reveal a broken soul, a soul
     driven into the grip of obsession.

                              DR. GARDNER
                    How is the "date night" idea
                    going over with Eve?

                              ARCHER
                    Like gangbusters, doc.
                        (off her look)
                    Okay, I missed the last one.

                              DR. GARDNER
                    You missed the last three,
                    including her birthday.
                        (holds up a list)
                    Your wife's gripe sheet.

                              ARCHER
                    I've been working night and
                    day.  I haven't had time.

                              DR. GARDNER
                    You're supposed to make time.
                    When was the last time you
                    told her you love her?
                        (Archer shrugs)
                    When was the last time
                    you two had sex?

     Archer tightens up, says nothing.  He goes to the bookshelf,
     pushing IN a copy of "John Muir's Woods" -- and pulling OUT
     Dashiell Hammett's "Maltese Falcon".

     The redwood forest disappears from the "window".  A B&W
     action-view of the streets of old San Francisco replaces it.

                              ARCHER
                    One of my informants spotted
                    him -- right here in the city.

                              DR. GARDNER
                    I just asked you about making
                    love to your wife, and you
                    started talking about your job.

                              ARCHER
                    I'm not hiding in my work,
                    if that's what you're saying.

                              DR. GARDNER
                    You said it, Jon, not me.

     Archer listens ... letting it sink in ... CONSIDERING.

                              DR. GARDNER (cont'd)
                    You put yourself in constant
                    jeopardy so you don't have to
                    face yourself.  But what will you
                    do when the job is over -- and
                    there's no place left to hide?

     The phone RINGS.  Gardner picks it up, listens, then sighs.

                              DR. GARDNER (cont'd)
                    I am not your secretary.
                    When you're in here --

                              ARCHER
                        (grabs phone)
                    Jon Archer.

     As he listens, his face becomes more energized, more alive.

                              ARCHER (cont'd)
                    I'll be right there,
                    Sergeant.  Don't talk to
                    him, don't listen to him,
                    and for God's sake --
                    don't go near him ...


     INT.  HOLDING TANK -- NIGHT

     Barnes signals Officer Morris, who is petting "Dinah," the
     precinct's mascot CAT.

                              GEOFFREY
                    Excuse me, Officer.  May I
                    have a private word with you?
                        (Morris puts Dinah
                         down and approaches)
                    I just wanted to say ...
                        (drops English accent
                         and speaks in his
                         natural American idiom)
                    Thanks for being one dumb fuck.

     Barnes reaches through the bars, and SNAPS MORRIS'S NECK!
     Morris sags lifeless as "Barnes" -- aka CASTOR TROY --
     quickly and calmly grabs the unarmed cop's keys.

     Transformed, this man is coordinated, aggressive, sexy.


     INT.  HOTEL -- NIGHT

     Pollux and the twins hurry inside.  The door cracks open
     again as a hand hangs a DO NOT DISTURB card over the knob.


     EXT.  HOTEL ROOM -- SAME TIME

     This room does indeed have a view -- of the precinct's SQUAD
     ROOM -- through its steel-reinforced plexiglass windows.

     The trio scan with INFRA-RED GOGGLES:  HEAT SIGNATURES of
     computers, coffee makers, the cat -- finally a bald COP.

                              LUNT
                    Number 6 -- the cue-ball.

     LARS sights through his laser-sighted RIFLE.  A harmless
     SPOT of light momentarily tags the cop's bald pate, then
     vanishes.  An LED on the rifle's scope clicks from 5 to 6.

                              LARS
                    6 is tagged.

                              POLLUX
                    Hurry ...


     INT.  PRECINCT -- NIGHT

     CASTOR picks his way through the back rooms of the precinct
     when a DOOR opens in front of him.

     A COP emerges from the head, zipping up his pants.  CASTOR
     silences the cop with a quick punch to the throat and drags
     him back into the head just before --

     BRYCE and cops charge by -- toward the holding tank.

     CASTOR slips out after they've passed.  Keeps moving.


     INT.  HOTEL -- NIGHT

     POLLUX aims, fires a SILENCED five-barrelled weapon --


     EXT.  PRECINCT WINDOWS -- NIGHT

     Five CHARGES sink into the reinforced plexiglass.


     INT.  HOTEL -- NIGHT

     POLLUX turns to the twins -- they nod.  Ready.


     INT.  PRECINCT -- NIGHT

     HOLDING ROOM:  BRYCE finds Morris dead, Castor gone.  He
     hits a button.

     SQUAD ROOM:  Busy Cops look up as the ALARM suddenly
     screams.  Then -- BOOM!  The plexiglass windows EXPLODE
     inward, leaving an enormous gash open to the whipping rain.

     INTERCUT:

     CASTOR emerges -- races for the gap -- as the COPS swiftly
     recover from the blast.  They grab their weapons and home in
     on Castor.  They move in fast -- and he's exposed as ...

     LARS raises the laser-sighted rifle and FIRES.

     A SWARM OF TRACER BULLETS roars toward the cops.  Spiralling
     and twisting, the armada of smart bullets SPLITS UP AND SEARCHES
     OUT their marked targets.  Just as Castor's surrounded ...

     A DOZEN COPS are cut down at once.  INSTANT SILENCE.

     A SILHOUETTE appears among the dead cops.

     LARS aims the rifle again, but Pollux stops him.

                              POLLUX
                    It's my brother ...

     Indeed, the SILHOUETTE IS CASTOR.  He grabs a pistol, stuffs
     it in his belt and hurries to the edge.

     POLLUX fires a piton.  It sinks into the precinct wall at an
     incline, fixing a STEEL CABLE between the buildings.  Pollux
     nods "scram" to the TWINS who grab their bags and exit.

     CASTOR and POLLUX make eye-contact -- a silent communication
     -- as CASTOR secures himself on an inverted T-Grip pulley
     and starts slowly sliding along the rain-slicked cable.


     EXT.  HOTEL -- NIGHT

     CASTOR is halfway across when -- GUNSHOTS.  One grazes him,
     the other cracks the pulley.  It GRINDS to a halt.

     BRYCE -- wounded -- shakily aims from the wrecked precinct,
     about to fire again.  Pollux can't get a clear shot.

                              POLLUX
                    Castor -- !

     Hanging from one hand, CASTOR blasts back -- nailing BRYCE.

                              CASTOR
                    Go on -- GO!

     Abandoning the broken pulley, CASTOR keeps moving -- hand-
     over-hand.  POLLUX hesitates -- then takes off.


     EXT.  HOTEL ENTRANCE -- NIGHT

     A black van screeches to a stop.  ARCHER steps out, followed
     by veteran TITO BIONDI and rookie LOOMIS.  Shattered GLASS
     crunches beneath Archer's shoes.

     HIGH ABOVE

     CASTOR'S GRIP starts to slip.  Struggling to hold on, he
     drops his pistol.  It falls -- TUMBLING -- as --

     STREET BELOW

     ARCHER looks up -- and catches the PISTOL.

     EYE-CONTACT between Archer and Castor.  Years of hatred pass
     between them.  Before Archer can open fire --

     A RANGE ROVER roars toward him -- POLLUX shoots as he drives
     right at the agents.

     ARCHER and team returns fire.  Wounded, LOOMIS goes down.

     Shredded, the RANGE ROVER spins out and FLIPS.


     INT.  HOTEL ROOM -- NIGHT

     CASTOR glances at the SWARM of authorities below.  He hauls
     himself INSIDE the room and sees that Pollux has left him an
     automatic pistol and a steaming cappuccino.


     INT./EXT.  RANGE ROVER -- STREET -- NIGHT

     Before bloody Pollux can come to his senses, ARCHER cuffs
     him to the steering wheel.

                              ARCHER
                    You won't be using this
                    trick on me again.

     He reaches into Pollux's shirt and yanks off a chain from
     which hangs a tiny HANDCUFF KEY.  Pollux flails helplessly.

     Tito looks up from aiding Loomis -- whose ear is shredded
     -- to see Archer disappear into the hotel.


     INT.  HOTEL -- 26TH FLOOR -- NIGHT

     Gun ready, ARCHER emerges from the elevator.  He scopes out
     the cordite-reeking hotel corridor -- it's empty.

     Likewise the hotel room ... just an empty coffee cup.


     EXT.  ROOF -- NIGHT

     CASTOR skirts the rooftop dominated by an enormous NEON
     hotel sign, searching for a way out.

     He finds a hatch, set flush on the rooftop.  He grabs the
     handle, but it doesn't give.

     Setting down his pistol, he grasps the hatch handle with
     both hands and tugs hard.

     The flashing NEON strobes CASTOR'S SHADOW on a tank beneath
     the helipad -- marked "COOLANT UNDER PRESSURE -- NO SMOKING."

     As Castor works, a SECOND SHADOW melts into his.  For a
     moment the two shadows MERGE.  Then ...

                              ARCHER (o.s.)
                    Turn around.

     CASTOR sees ARCHER standing behind him.  Gun trained.

                              CASTOR
                    Jon, I'm getting a little
                    annoyed by your obsessive
                    need to spoil my fun.

                              ARCHER
                    And how much will your
                    "fun" net you this time?

     CASTOR plays for time -- inching toward his pistol.

                              CASTOR
                    What's it to you?  I
                    declare it.  Here I am,
                    back in the States for
                    less than a month --

                              ARCHER
                    You're under arrest.
                    Incredibly, you still have
                    the right to remain silent --

                              CASTOR
                    What're you gonna do with
                    me gone?  You'll drive
                    your wife and kid nuts!
                    I bet your daughter is
                    just about ripe by now.
                    What's her name, Janie?

                              ARCHER
                    Mention my family once
                    more and you're dead.

                              CASTOR
                    You can't kill me, Jon.
                    I've got something going
                    this Saturday night ...
                    it's gonna be worse than
                    anything God ever dumped
                    on the Pharaohs -- and
                    only I can stop it.

                              ARCHER
                    You can tell me all about
                    it -- from your prison cell.

                              CASTOR
                    Don't count on it.

     CASTOR grabs for his gun.  ARCHER dives away, firing, as --

     Castor's shot rips into the COOLANT TANK.  WHOOSH!  The
     coolant sprays out -- blasting full-force at Castor.  He's
     thrown back and --

     CASTOR hits the neon sign.  Tangled in the shattered sign,
     rain-soaked CASTOR is ELECTROCUTED by a web of shorting wires.

     ARCHER stumbles away from the torrent of sparks and madly-
     whipping electrified wires.  He backs into --

                              TITO
                    Tell me he didn't get
                    away again ...

     The smoke subsides.  CASTOR hangs crucified in the skeleton
     of the neon letters -- "HOTEL" now reads simply "H - - EL."
     Dead to the world, Castor's MOCKING SMILE still survives.


     EXT.  ROOFTOP -- NIGHT -- (LATER)

     A stately woman, flanked by two bodyguards, coolly examines
     CASTOR'S body as it's gurneyed into the freight elevator.
     This is regional NSA director VICTORIA LAZARRO (40s).

     She spots ARCHER waiting for the glass view elevator.

                              LAZARRO
                    Jon --!

     ARCHER doesn't seem to hear.  He gets into the elevator.


     INT.  HOTEL -- GLASS ELEVATOR -- NIGHT

     ARCHER hits "down."  Before the doors close, LAZARRO
     squeezes inside.  The elevator descends.

                              LAZARRO
                    Fine work, Jon.

                              ARCHER
                    Yeah, real fine.  Especially
                    all the casualties.

                              LAZARRO
                    I'm complimenting you.
                    Can't you ever just say
                    "thanks"?

                              ARCHER
                        (grudgingly)
                    ... Thanks.

                              LAZARRO
                    Try to kiss my butt just
                    once before I'm transferred.

                              ARCHER
                    Sorry, Admiral.  It wasn't
                    mentioned in the job
                    description.

     The elevator doors open.  They've arrived in --

     THE LOBBY

     Filled with agents, cops and press.  A REPORTER snaps a
     photograph of the pair.

                              REPORTER
                    Hey, Archer, what's going
                    on?  How about a statement?

     Routinely, Archer gives his "statement" -- grabbing the man's
     Nikon.  He rips out the film -- then hands the camera back.

                              LAZARRO
                    Jon -- bad press means bad
                    publicity means budget cuts.
                        (Archer doesn't respond)
                    Just have your report on my
                    desk by noon.

     Lazarro looks at Archer like he's some long-extinct species
     and walks away.  TITO steps up and slings an arm around Archer.

                              TITO
                    Go home, Jon.  Tell Eve ...


     EXT.  SUNSET DISTRICT -- CAR -- MOVING -- DAY

     Exhausted -- ARCHER drives through the middle-class
     neighborhood, sipping a carton of milk.


     INT.  AN ORDINARY HOUSE -- DAY

     At the KITCHEN WINDOW:  EVELYN ARCHER (30) -- handsome,
     strong, reserved -- watches as ...

     ARCHER'S CAR rolls right past the house -- then jerks to a
     stop.  In reverse, it backs down the street -- back toward
     the house.  EVE shakes her head.  Same old story.


     EXT.  ARCHER HOME -- DAY

     On his way to the house, ARCHER picks up a basketball and
     takes a shot.  His form is terrible -- he misses by a mile.


     INT.  ARCHER'S HOME -- DAY

     ARCHER enters and sees EVE in her medical scrubs.  Her fiery
     auburn hair may be down, but she's decidedly cool.

                              ARCHER
                    Hi ...
                        (no response)
                    Where's Jamie?

     She nods toward the KITCHEN.  JAMIE is there -- a sullen and
     hard 12-year-old.  She's flanked by TWO COPS.

                              EVE
                    She complimented her "D"
                    in physics with an "F"
                    in grad theft auto ...


     EXT.  ARCHER'S FRONT PORCH -- MINUTES LATER -- DAY

     Smiling, ARCHER shakes hands with the cops -- as they leave.


     INT.  ARCHER'S HOME -- DAY

     ARCHER shuts the door -- his smile disappears.  He turns and
     looks at Jamie, matter-of-factly pouring herself coffee.

                              ARCHER
                    Stealing a police car
                    from a car wash!  Are
                    you out of your mind?

                              JAMIE
                    That's right.  Don't even
                    ask me what happened.

     Archer looks to Eve for help.  Eve shakes her head -- nope.

                              ARCHER
                    Okay.  What happened?

                              JAMIE
                    Like you'd ever believe
                    me over a fucking cop!

     She bolts.  In anticipation, Eve calmly opens the door as
     Jamie rushes out, then closes it behind her.

                              EVE
                    Well, you tried.  You failed
                    miserably, but you tried.

                              ARCHER
                    Everything I say is wrong.
                    I can't talk to her anymore.

                              EVE
                    She's only 12.  Some day
                    she'll understand that apathy
                    and absence are just special
                    ways of saying "I love you."

                              ARCHER
                    Is that what you think?

                              EVE
                    Jon ... we just remember
                    how it used to be.
                        (heads for door)
                    You staying for a while or
                    is this just a piss-stop?

                              ARCHER
                    We need to talk.

                              EVE
                    I'm late for surgery.

                              ARCHER
                    It's important.

                              EVE
                    So is finishing my residency
                    and passing my boards ...

     But as Eve opens the door -- something in her husband's
     expression makes her stop cold.

                              EVE (cont'd)
                    Jon -- what is it?

     But he's too overcome.  He starts to speak -- but can't.

                              EVE (cont'd)
                    Is it -- him?  You
                    got him?

     Emotions avalanche across his face until he finally looks up.

                              EVE (cont'd)
                    It's over, Jon?  It's
                    really over?

     For the first time -- ARCHER allows himself a thin SMILE.
     EVE pulls him close -- a sheltering embrace for them both.

                              ARCHER
                    I'll make it up to you and
                    Jamie.  I'll put in for a desk
                    job.  This time, I mean it.


     INT.  ARCHER HOME -- MORNING

     Freshly dressed, Archer heads down the hall.  He pauses at
     the door to Jamie's room when he sees --

     INSIDE

     Fully clothed, Jamie is fast asleep on her bed cluttered
     with clothes and assorted girl-stuff.

     ARCHER steps inside -- looking at his daughter's now-
     peaceful face.  He looks around at her room ... sees the
     stuffed animals collecting dust ... make-up, jewelry ...
     his little girl is growing up fast.  And he's missing it.

     ARCHER carefully pulls the blanket up over her.  With a
     bittersweet smile, he slips out of the room.


     EXT.  PRESIDIO -- NSA HEADQUARTERS -- DAY

     A sprawling, high-security compound.  ARCHER negotiates the
     no-nonsense check-point manned by heavily-armed guards.

                              GATE GUARD ED
                    Print, please, Commander.

     ARCHER presses his thumb to a scan-pad as guards inspect the
     car.  ED waves "all clear."  Archer drives in.


     INT.  LOBBY -- DAY

     The entry is dominated by the NSA OFFICIAL SEAL -- A cobalt-
     and-white glass mosaic of a stalwart eagle clutching a key.

     Color-coded elevators denote security status.  ARCHER uses a
     mag-card to enter the restricted "RED LEVEL" elevator.


     INT.  BULLPEN -- DAY

     Efficient as a beehive, agents, cryptologists, support staff
     buzz through their routines.  ARCHER strides past -- drawing
     assorted congratulatory nods and "thumbs up" signs -- but
     no one breaks work-stride.  He enters his ...

     RECEPTION AREA

     Archer's team is there.  Applauding.  Proud.  But Archer's
     uneasy with plaudits.

                              ARCHER
                    Much appreciated.  Now let's
                    get back to work, okay?

     He herds the disappointed agents out.

                              WANDA
                        (to Buzz)
                    Is that stick ever gonna
                    fall out of his ass?

     Archer shuts the door, then turns to his attractively-built
     secretary -- KIM BREWSTER (25).

                              KIMBERLY
                        (holds up champagne)
                    The CIA sent this over.
                    What should I do with it?

                              ARCHER
                    Send it back and tell
                    them to stop wasting
                    the taxpayers' money.
                        (a beat)
                    And Miss Brewster --

                              KIMBERLY
                    Yes, Commander?

                              ARCHER
                    It's against the law to
                    smoke in a federal building.

     He OPENS THE DRAWER, stomps out her cigarette, then exits
     to his inner office.  Kimberly sighs and turns to a CLERK.

                              KIMBERLY
                    Three years -- and he still
                    calls me "Miss Brewster."


     INT.  ARCHER'S OFFICE -- DAY

     MOVING past photos, newsclips, clues and totems of CASTOR --
     a monument to his obsession -- we FIND ...

     ARCHER on the computer.  Like a guy who can't help but stare
     at a train wreck, he scrolls through ...

     CASTOR'S HOMICIDE VICTIMS FILE

     Face after face -- some innocent, some not -- flash past.
     Finally he stops at the image of a LITTLE BOY.

     All smiles and ruddy cheeks.  MATTHEW ARCHER'S a child with
     all the time in the world.

     Light floods in as TITO enters.

                              ARCHER
                    How's Loomis?

                              TITO
                    Apparently, fine.  He's
                    coming into work.  That's
                    the good news ...

                              ARCHER
                    Go on.

                              TITO
                    Castor's still alive --
                        (off Archer's reaction)
                    Technically.  He's a turnip,
                    on total life-support ...

     Tito pops a micro-disc into the desk-top.

                              TITO (cont'd)
                    ... And I found this --
                    at his brother's flat ...

     A HOLO-IMAGE appears -- a 3-D image of the DEVICE.  Archer
     sags -- he knows it's a bomb ... and a complex one.

     Using a remote, Archer ENLARGES THE 3-D IMAGE.  The "bomb" is
     now 5'x5'x5' -- virtual reality without the helmet.  We step
     with Archer RIGHT INTO THE BOMB as he studies it.

                              TITO (cont'd)
                    Porcelain casing ... thermal
                    neutron cloak ... I didn't
                    recognize the payload.

                              ARCHER
                    Some kind of designer toxin.
                        (moving into the core
                         then inspecting it)
                    Probably biological.
                    Definitely airborne.

     Archer's eyes sharpen -- it sinks in.

                              ARCHER (cont'd)
                    "Worse than anything God
                    ever dumped on the Pharaohs."

     Enlarging the IMAGE, Archer examines it even more closely.

                              ARCHER (cont'd)
                    Castor's sociopathic, but not
                    suicidal.  He wouldn't handle
                    anything this unstable without ...

     He traces a finger along the bomb's guts to a small
     appendage on the globe.  It's got a button.

                              ARCHER (cont'd)
                    -- Here.  A fail-safe -- in
                    case the bomb goes critical
                    while being installed.
                        (a beat)
                    Find out how it works.
                    And call Lazarro -- tell
                    her I'm on my way up.

     DISSOLVE TO:  INTERROGATION FOOTAGE

     Pollux under the 3rd degree.  Wired to a complex machine --
     the interrogating Agents seem to have him on the run ...

     INT.  BRIEFING ROOM -- DAY

     ARCHER, LAZARRO and various NSA OFFICIALS watch the monitor.

                              POLLUX
                        (on screen)
                    -- That bomb was just a
                    crossword puzzle to me ...
                    a mental exercise.  I
                    never built it ...

     Weary, LAZARRO shuts down the monitor ... turns to Archer.

                              ARCHER
                    He's lying.

                              LAZARRO
                    Jon, he's hooked up to
                    a full-spectrum polygraph.
                    No one has ever beaten --

                              ARCHER
                    I don't care -- he's
                    manipulating it.  That
                    bomb has been built and
                    it's out there, somewhere.

                              LAZARRO
                    What do you expect us to
                    do -- shut down the city,
                    evacuate two million people
                    on a hunch?

     Archer looks from Lazarro to the other officials.  He knows
     it's hopeless -- and gets up to leave.

                              ARCHER
                    It isn't a hunch and
                    Castor doesn't bluff.
                    It's going to happen ...


     INT.  CORRIDOR -- DAY

     ARCHER stomps along, Tito at his heels.

                              TITO
                    We can send in a plant
                    -- try to get Pollux to
                    spill the location.

                              ARCHER
                    He'd see that a mile away.
                        (a beat)
                    The only person he'd talk
                    to about that bomb is his
                    brother.  Unfortunately,
                    turnips can't talk.

     Archer's mind races, there's got to be a way.

                              TITO
                    I'll be damned.  Loomis ...

     LOOMIS is in the Squad Room -- not a scratch on him.

                              ARCHER
                    Which ear was it?

                              TITO
                    The left, I think.  Those
                    surgeons in Witness
                    Protection can fix things
                    nobody's even broken yet.

     ARCHER says nothing.  Something dawns on him.  Something
     brilliant as it is insane.  Or is it simply insane ... ?

     FULL SCREEN:  LIFE-SIZE HOLOGRAPHIC IMAGES OF A MAN ... just
     an ordinary man ... flat nose, big brow, an uncertain chin.

                              HOAG'S VOICE
                    This informant marked
                    himself for death by
                    testifying against a drug
                    cartel, so he was sent to
                    me for a little makeover.

     PULL BACK TO:

     INT.  MEDICAL WING -- PHYSIOLOGICAL CAMOUFLAGE UNIT -- DAY

     Expertly working a joy-stick is DR. MALCOLM HOAG (50's).
     This man exudes genius and arrogance.  Archer's beside him.

                              HOAG
                    A rhinoplasty here, a
                    mentoplasty there ...

     The Informant's NOSE narrows.  His CHIN strengthens.

                              HOAG (cont'd)
                    Blepharoplasty, otoplasty ...
                    Everywhere a plasty, plasty.

     The Informant's big EARS shrink and his EYES morph.  The end
     result -- literally a NEW MAN.  Hoag nods matter-of-factly.

                              HOAG (cont'd)
                    Physical augmentation, vocal
                    enhancement implants -- More
                    snitches have disappeared in
                    here than in San Francisco Bay.
                        (a beat)
                    Of course, it's easy to
                    make someone look like no
                    one ... But I'm always
                    tinkering with other methods.

     Using the joystick, Hoag strips away the Informant's "new"
     face and replaces it with a rotating FACIAL-SHELL -- fixed
     at various anchor-points.  Hoag's OWN IMAGE adheres on the
     shell and he "sculpts" it to fit the Informant's skull.

                              HOAG (cont'd)
                    Using a morpho-genetic
                    template, the sub-structure
                    can be molded to the exact
                    shape of one man's skull;
                    the outside -- exactly like
                    another's.
                        (admires his own image --
                         now on the Informant)
                    Vast improvement, isn't it?

                              ARCHER
                    So it is possible?

                              HOAG
                    To temporarily borrow another
                    man's face?  Oh, yes.  I can
                    think of only one reason why
                    it's never been done --
                        (a beat)
                    -- no one's ever asked.

                              ARCHER
                    But will you do it?

                              HOAG
                    Without approval -- totally
                    off the books as you say?
                    Commander, your proposal
                    would cost me my job and
                    get me banished from every
                    respectable medical
                    society in the world.
                        (a beat)
                    That's why I like it.
                    But can you find a
                    volunteer in time?

                              ARCHER
                    -- I already have.

     HOAG almost asks "who" -- then stares at Archer and
     understands -- there's no one else for this job.


     INT.  ARCHER'S HOUSE -- NIGHT

     The door to JAMIE'S room is plastered with news headlines
     and disturbing photos of police beatings and government
     corruption.  Loud music pounds out from within.  ARCHER
     pauses to knock -- then doesn't.  He lets it go.


     INT.  BATHROOM -- NIGHT

     ARCHER undresses, looking in the mirror.  Smooth-chested and
     reasonably toned -- he's getting a bit of a gut.


     INT.  BEDROOM -- CONTINUOUS -- NIGHT

     EVE is in bed.  ARCHER comes in quietly and sits beside her
     -- studying her peaceful, half-sleeping face.  She stirs.

                              EVE
                    ... I was dreaming ...

                              ARCHER
                    Something good?

                              EVE
                    We were back in high school.
                    You wanted to join the sky
                    diving team, but I wouldn't
                    let you.

                              ARCHER
                    Must've been after we
                    got engaged.

                              EVE
                    Actually -- in this dream
                    -- I was your mother.

                              ARCHER
                    So you had a nightmare.

                              EVE
                    Totally -- you were being
                    very, very bad.  You went
                    up in the plane and jumped
                    out.  You had a parachute,
                    but it didn't open.

                              ARCHER
                    Were you there to catch me?

                              EVE
                    No.

                              ARCHER
                    How come?

                              EVE
                    I don't know ...
                        (nuzzles him)
                    Maybe because you've
                    never needed my help.

     They kiss -- and keep kissing.  Their passion building, EVE
     runs her hands over his body -- reaching, touching.

     She pulls apart his shirt -- buttons popping -- revealing a
     thick round SCAR on his chest.  Her fingertips touch the
     bullet scar.  ARCHER freezes mid-caress.

                              EVE (cont'd)
                    It's all right, Jon.

     But he is pulling away.  She won't let him -- she tugs him
     back onto the bed and enfolds him in her arms, holding him.

                              ARCHER
                    Five years ... I still
                    can't get it out of my
                    head -- an inch to the left,
                    Matty would still be alive.

                              EVE
                    And you wouldn't be.

     No response.  The pain hidden in his stoic detachment chills
     Eve.  She musters a hopeful tone.

                              EVE (cont'd)
                    Things will get better
                    now that you're home.
                    Everything will be better
                    now that ... that man is
                    finally out of our lives.

                              ARCHER
                    Eve ...

     He starts to mouth the words.  He wants, needs to share the
     truth with her.  But he can't.  Instead --

                              ARCHER (cont'd)
                    ... If I had to do something
                    to find some closure ... I
                    should do it, shouldn't I?
                    ... No matter how crazy?

                              EVE
                    What are you saying?
                        (realizes)
                    Oh, God -- you're going
                    on assignment again ...

                              ARCHER
                    One last time.  It's important ...

                              EVE
                    You said you'd be here!
                    You promised me -- you
                    promised Jamie!  What
                    could be more important
                    than that?

                              ARCHER
                    I can't tell you ...
                    except only I can do it.

                              EVE
                    You want me to tell you
                    it's okay to leave?  Okay,
                    go on!  GO!

     Fury erupting, Eve pushes Archer out of the bed.  He
     stumbles out of the room.


     INT.  HALLWAY -- NIGHT

     Archer trudges past Jamie's room.


     INT.  BEDROOM -- NIGHT

     He enters a boy's room -- neat and tidy, like a museum
     exhibit which, in a sense, it is.

     ARCHER clicks the wall switch -- no bulb.  He lies down on
     the small bed and stares at the ceiling.

     A STARFIELD

     twinkles back at him ... made of stick-on fluorescent stars
     and comets and day-glo stardust that spells "Matthew."

                              ARCHER
                    Am I crazy, Matty?

     ARCHER'S weary eyes close as the stardust twinkles brightly.

     DISSOLVE TO:  BRIGHT LIGHTS -- the San Francisco skyline --
     dominated by the twin Transamerica Towers.

     INT.  TRANSAMERICA-TWO BUILDING -- NIGHT

     A MAINTENANCE WORKER sweeps up -- until a RAT scurries by.
     Annoyed, the man follows the vermin with the broom -- poking
     around -- trying to flush it out.

     Squeezing behind some DUCTS -- he spots something HIDDEN ...
     something GLOWING RED -- tapped into this a/c vent.

     He leans in closer and ... BREAKS AN ELECTRIC EYE -- the
     bomb's self-defense motion-detector.  Instantly a YELLOW
     LIGHT BEAM flashes -- finds the MAN'S FACE.  HISSSS!

     A pinpoint of gas sprays him.  He recoils and runs out.


     EXT.  BUILDING -- CONTINUOUS -- NIGHT

     Gasping for breath, the Man forces open an access door.
     That's better.  Then ... he CONVULSES VIOLENTLY.  Twitching,
     shuttering, he FALLS ... dropping like a wounded bird.


     EXT.  ALLEY BELOW -- CONTINUOUS -- NIGHT

     Splattered in the gutter, the man looks like just another
     jumper in the heartless big city.


     INT.  NSA -- ARCHER'S OFFICE -- DAY

     Archer memorizes the CD-ROM images before him:
     Surveillance footage of CASTOR dancing in a crowded night-
     club with a sexy but doped-up WOMAN.  They're necking.

                              ARCHER
                    Sasha Plummer, 28, single,
                    mother of one.  Met Castor
                    Troy in Berkeley at a Pearl
                    Jam reunion.  Felony convictions:
                    two counts, drug running.
                    She has a tattoo of a 1956
                    Buick on her right ankle.

     ZOOM in on the tattoo as the door opens -- TITO enters.

                              TITO
                    Castor himself didn't
                    know half this crap,
                    and it was his life.
                        (hands Archer a disk)
                    What do you want with
                    the prison lay-out?
                    That place is so tight,
                    you couldn't squeeze
                    a fart out of there.

     Archer keeps working -- the image of Sasha MORPHS into
     footage of a slick, Eurotrash-type -- DIETRICH HASSLER (45).

                              ARCHER
                    Dietrich Hassler.  45.
                    Biochemist.  Dismissed from
                    the FDA on charges of ...

     Tito shuts down the machine.

                              TITO
                    Jon, this is goddam insane.
                    You can't go through with it.
                        (no response)
                    What about Eve?

                              ARCHER
                    She doesn't know -- and she
                    never will.

                              TITO
                    You haven't got a chance in
                    hell of fooling Pollux.
                    Castor drinks, smokes and
                    walks around with a 24-hour
                    hard-on.  He's nothing
                    like you.

                              ARCHER
                    Don't worry.  I've done
                    my homework.  I'll get
                    Pollux to talk.

                              TITO
                    Either way, come Saturday
                    morning -- I'm pulling you
                    the hell out of there.


     EXT.  HOAG INSTITUTE -- DAY  (ESTABLISHING)

     The sun rises over a gated compound in the Berkeley hills.


     INT.  FACILITY -- O.R. -- DAY

     ON MONITORS:  CASTOR'S body is being prepped.

     PULL BACK:  Hoag confers with the ARCHIVE TECHY who's taping
     the procedure.

                              DR. HOAG
                    Let's walk through it, Commander.
                        (a beat)
                    Your blood types are different,
                    but surgically compatible.  The
                    height difference is negligible
                    -- within 1/2 an inch.  The feet
                    are close enough.  Penis size,
                    flaccid, essentially the same.
                        (a beat)
                    Substantial.

     TWO NURSES exchange a glance.

                              DR. HOAG (cont'd)
                    Eye color will be handled
                    with a retinal dye.  Body
                    hair -- with micro-grafts.
                    Teeth, a little cosmetic
                    bonding.  The tattoos will
                    be -- tattooed.  Fingerprints
                    -- we'll use an organic skin
                    mold and a little Crazy Glue.

                              ARCHER
                    Kid's stuff.

                         THE TRANSFORMATION

     TATTOOS:  A tattoo artist recreates the COLOSSUS OF RHODES
     on ARCHER'S thigh as his assistant outlines the remaining
     six "Ancient Wonders of the World."

     TEETH:  DR. HOAG works like an artist -- matching the color
     and shape of CASTOR'S teeth.

     EYES:  Lids pinned back -- micro-needles plunge into
     ARCHER'S eyeballs.  His irises WASH from brown to blue.

     BODY HAIR:  Hundreds of tiny grafts are "plugged" onto
     ARCHER'S chest.

     STOMACH:  HOAG prods ARCHER'S love handles.

                              DR. HOAG
                    Abdominoplasty, Commander?
                    It's on the house.

                              ARCHER
                    Abdomino -- what?

                              DR. HOAG
                    A tummy tuck.

                              ARCHER
                    Do it.

     Globules of adipose tissue siphon from ARCHER'S obliques.

     CHEST SCAR:  HOAG runs a finger along the jagged line.

                              DR. HOAG
                    You realize, Commander --
                    this has to go.

     ARCHER looks at the scar -- then nods without a word.  Two
     surgeons begin to remove the dead tissue.

                              DR. HOAG (cont'd)
                    Let's see if I missed
                    anything before I get
                    my hands really dirty.

     HOAG leads ARCHER to a mirror.  Archer's amazed to see:

     HIS OWN HEAD ON CASTOR'S BODY

     He's got a flat stomach, chest hair, blue eyes -- the works.
     Archer touches where his chest scar once was -- now gone.


     EXT.  HOAG'S FACILITY -- NIGHT

     Clear and calm.  God's night.  Someone's God anyway.


     INT.  HOAG'S FACILITY -- NIGHT

     ARCHER is wheeled into the high-tech surgical bay, CASTOR
     beside him.  Hoag wipes his brow -- he and his team have
     been working for hours and now comes the hard part.

                              DR. HOAG
                    Here we go, Commander.
                    Through the Looking Glass ...

     ARCHER nods as the anesthesiologist injects his IV line.  As
     he drifts off, he can hear HOAG'S final instructions ...

                              DR. HOAG (cont'd)
                    -- initial incision will be
                    made above the ear, extending
                    down behind the left earlobe,
                    then back up into the hairline.

     Hoag turns to the ARCHIVE TECHNICIAN who's video-taping all.

                              DR. HOAG (cont'd)
                    Make sure you get everything
                    -- I'll need to study the tape
                    before reverse surgery.

     Hoag sets the tip of the LASER against Archer's forehead.

     A RED TARGET BEAM -- slender as a hair -- appears.  HOAG
     sights through the optical memory, squeezes the trigger and
     -- a COBALT BEAM cuts above Archer's ear.

     HOAG'S ASSISTANT performs the same procedure on CASTOR.

     HOAG peels ARCHER'S face away from his skull.

     HOAG carefully sinks Archer's face into a saline drip-tank.

                              DR. HOAG (cont'd)
                    Vault it.

     The Nurse takes the container and rushes off.  HOAG pulls
     the MILKY TEMPLATE out of a saline dip and fits it over
     Archer's facial sub-structure.  It's a perfect fit.

                              DR. HOAG (cont'd)
                    Come on -- the other one!

     His Assistant hurries -- peeling CASTOR'S face away.

     CASTOR'S CONSISTENT EEG READING suddenly SPIKES RADICALLY --
     for a moment, it almost seems to stabilize.  The Assistant
     glances over -- too late.  The read-out returns to normal.

     DISSOLVE TO:

     A head swathed in gauze.  The bandages start to fall away.

     INT.  RECOVERY ROOM -- DAY

     HOAG removes the gauze.  Gathering courage, Archer turns to
     the mirror and sees his new face.  The face of his most
     hated enemy -- now HIS face.

     Astounded, sickened to his core -- Archer has to catch his
     breath as he realizes ...

     JON ARCHER HAS BECOME CASTOR TROY

     TITO enters.  Instinctively, he grabs for his holster.

                              ARCHER
                    It's me, Tito.  It's Jon.

     Tito smiles, realizes his reflexive stupidity.

                              ARCHER (cont'd)
                    It worked ...
                        (clears throat)
                    Except for this.

                              DR. HOAG
                    Yes -- the voice.

     ARCHER'S voice still sounds exactly like ARCHER.  HOAG
     prods around Archer's adam's apple.

                              DR. HOAG (cont'd)
                    I implanted a micro-chip
                    onto your larynx -- a
                    prototype developed for
                    throat cancer survivors.

     HOAG switches on a digital recording.  ARCHER repeats CASTOR'S
     words as HOAG adjusts the chip with hand-held remote.

                 CASTOR'S VOICE                  ARCHER
             I'm a Catholic, goddamn      I'm a Catholic, goddamn
             it!  Why would I shoot       it!  Why would I shoot
             the Pope?                    the Pope?

     After a few repetitions, ARCHER'S VOICE matches perfectly --
     if a little hoarse.

                              DR. HOAG (cont'd)
                    As your chords adjust, the
                    scratchiness will pass.

     ARCHER yawns, squints and furrows his brow -- testing every
     muscle.  Slowly he turns to ...

     CASTOR.  Motionless, swathed, dead to the world -- but
     something about Castor's EYES -- those mocking eyes ...

                              TITO
                    Now what?

                              ARCHER
                    Call Lazarro.  Castor
                    just came out of his coma.


     EXT.  NSA HELIPORT -- DAY

     A squad of MARINES double-time through a concrete passage
     and takes up position around a helipad.  A jet-black
     helicopter drops from the sky like an angry wasp.


     EXT.  HELI-PAD -- DAY

     A second squad of Marines marches out.  In their midst --
     Tito escorts a heavily-manacled "Castor."

                              TITO
                    This is it, Jon.  For
                    the next 72 hours --
                    you're on your own.

                              ARCHER
                    Just make sure you're
                    there.  On time.

     Two armed AGENTS leap from the chopper and take charge of
     "Castor."  He follows them pliantly until --

                              TITO
                    Watch this hard-case --
                    he'll bite your nuts off
                    if he gets the chance!

     ARCHER gets the message.  He starts to resist the Agents and
     must be muscled into the chopper.  He's manacled down.

     An AGENT starts to pull a HOOD over Archer's head.  EYE-
     CONTACT between Archer and Tito -- both aware of this very
     real point of departure.  The hood comes down.

                              ARCHER
                    Do I get a meal on
                    this flight?

     The AGENT smashes his elbow into ARCHER'S gut.  The door shuts
     -- the CHOPPER lifts off like a twister and screams away.


     EXT.  BALCONY ABOVE -- DAY

     The gang breaks up, wanders back to work.

                              LOOMIS
                    What a week for Commander
                    Archer to go on vacation.
                    Maybe we should let him know.

                              WANDA
                    Forget it.  He left strict
                    orders not to be tracked down.

                              BUZZ
                    He'll shit when he finds
                    out Castor pulled through.

                              WANDA
                    If he shits at all.

                              BUZZ
                    Probably doesn't.

     DISSOLVE TO:

     INT.  STEEL HOLDING PEN -- EREWHON PRISON

     Day or night?  Who knows -- there's no natural light.
     Groggy, ARCHER stirs -- and removes his hood.

     He gets up -- and paces the tiny cubicle.  There are no
     doors, no windows -- the room appears seamless.  Even more
     odd, his movements don't make a sound.  TOTAL SILENCE.

     Archer BANGS on the wall, silently.  Then he opens his mouth
     and YELLS, also silently.  Has he gone mad?

     The faintest PNEUMATIC sound causes Archer to whirl.  Now
     behind him:  a pair of gleaming METAL BOOTS.

                              VOICE
                    Put on the boots

     He examines them -- they're lined with electro-skin sensors.

                              VOICE (cont'd)
                    Don't sniff 'em, you
                    perv.  Just put 'em on.

     Archer does as he's told.  Instantly, the boots
     automatically lace -- they shrink and lock onto his feet.
     The WALLS PART -- revealing head guard WALTON.

     Archer tries to move -- he can't, not even an inch.

                              ARCHER
                    They're too tight.

                              WALTON
                    So's a noose.  Now keep
                    your mouth SHUT.

     For emphasis, WALTON jolts ARCHER with his high-voltage
     SHOCK-STICK.  Archer buckles.  Two more GUARDS enter.  They
     cut away Archer's clothes.

                              WALTON (cont'd)
                    You are now an inmate of the
                    world's toughest prison.  In
                    here -- you are no one.  You
                    own nothing.  When I say
                    your ass belongs to me -- I
                    mean it.  Bend over.

     Archer hesitates -- but Walton hefts the shock-stick.
     Archer relents -- his face reflects the degradation.  Naked,
     he exposes all to the cavity-searching Guard.

                              WALTON (cont'd)
                    The entire prison's one
                    big magnetic field.  The
                    boots'll tell us where
                    you are -- every second
                    of the day.  Now WALK.

     Archer takes a clumsy step -- acclimating to the boots.


     INT.  SECURITY -- ANNEX

     Archer enters, now dressed in plain prison blues.  From this
     annex, he can see into SECURITY CENTRAL.  It looks like an
     air traffic control tower -- with monitors designed to keep
     problems and privacy at a minimum.

     Walton grabs Archer's RIGHT THUMB and presses it into a
     console security screen.  It forms an ELECTRONIC PRINT --
     positively identifying "Castor".

                              WALTON
                    I've got fifty bucks says
                    you're dead by dinner.
                    Don't disappoint me.


     INT.  GENERAL POPULATION -- DAY

     Totally enclosed -- except sunlight and cloudy blue skies
     peek through a small SKYLIGHT -- five stories above.

     100 Inmates crowd tables as Trustees dole out the food.
     Silence falls as ARCHER enters.  One huge inmate, DOBBS,
     does a slow burn on seeing "Castor."

     ARCHER stares the inmates down and takes a seat.  he scans
     the room -- looking for Pollux.

                              LITTLE MAN
                    Hey, Castor -- remember me?

     ARCHER looks across the table.  The mustache is familiar.

                              ARCHER
                    Waxy Wright.  Didn't
                    Jon Archer bust you for
                    poisoning five members of
                    the Canadian parliament?

                              WAXY
                    They never should've voted
                    against U.S. statehood --
                    the scumbags.
                        (a beat)
                    We heard you got wasted.

     ARCHER sees the other inmates sizing him up.

                              ARCHER
                    Do I look wasted -- asshole?

                              WAXY
                        (nervous)
                    You look great, Castor.
                    Really.  Here -- I got a
                    shot of your favorite --
                    Mescal.  Even has the worm.

     WAXY hands over a baby-food jar filled with Mescal.  ARCHER
     eyes it with trepidation, but everyone's waiting.  He downs
     it -- choking, sucking back his urge to puke.

                              ARCHER
                    -- Hit the spot.

     Suddenly DOBBS leaps onto ARCHER and starts pummeling him.
     They slide across the table -- spilling everyone's lunch.


     INT.  SECURITY CENTRAL -- DAY

     The DEPUTY gets two RED BLIPS on his monitor.

                              DEPUTY
                    I've got bio-rhythm jumps
                    -- two -- at the eatery.

                              SECURITY CHIEF
                    Lock 'em down.


     INT.  GENERAL POPULATION -- DAY

     INMATES encircle them as Dobbs throws Archer across the room
     and stalks him.  Dazed, Archer staggers to his feet -- and
     sees the inmates looking at him -- unimpressed.

     Especially his "brother" Pollux -- who stares dubiously.

     DOBBS wades into Archer again -- this time Archer is ready.
     He blocks Dobbs's fist and punches back -- then ...

     ZAP!  The magnetic boots lock both Dobbs and Archer in
     place.  They can't move their feet.  Dobbs flails hopelessly
     -- but Archer's just out of reach.

     CRACK!  WALTON punches ARCHER in the diaphragm.

                              ARCHER
                    What?  He started it!

     WALTON smashes ARCHER harder -- he hits the floor.

                              ARCHER (cont'd)
                    When I get out of here --

                              WALTON
                    You'll what?

                              ARCHER
                    I'm going to have you fired.

     His statement is so ludicrous, WALTON laughs.  Everyone does.
     From the inmates' reactions, ARCHER knows he's been accepted.

     Walton turns his steely gaze on DOBBS.

                              WALTON
                    That's two strikes, Dobbs.
                    One more -- you know
                    where you're going.

     The veiled threat dampens Dobbs's rage.

                              WALTON (cont'd)
                    Back to your "suites,"
                    -- or no dinner.

     POLLUX waits as ARCHER drops into the line of cons.

                              ARCHER
                    Hey, bro ...

                              POLLUX
                    You're not my brother.
                        (eyes dissecting Archer)
                    The brother I knew would
                    never have been caught by
                    that dumb fuck Archer.
                        (then ... grinning)
                    At least tell me the bomb
                    is still going off.

                              ARCHER
                    They haven't found it
                    yet -- Listen, Pollux ...

                              WALTON
                    Shut up!

     Walton jabs Archer with the shock-stick -- Archer drops as
     Pollux moves on -- finally chancing a concerned look back at
     his "brother" -- being abused by the Guards.


     INT.  ARCHER'S CELL -- NIGHT

     Archer sits in the tiny, steel framed cell.  Isolated,
     lonely, he realizes how easy it would be to go insane here.

     He stares out the skylight -- at the evening sky above.


     EXT.  HOAG INSTITUTE -- NIGHT

     An insanely starry night.  Van Gogh's night.  The night he
     cut off his ear, anyway.


     INT.  INTENSIVE CARE UNIT -- NIGHT

     CASTOR'S body lies inert.  His life-support machines
     flatlining.  Until the EEG SPIKES.  Once -- twice -- three
     times.  Brain wave activity increases -- and stabilizes.

     The fingers on CASTOR'S hand begin to move.  Then his fist
     clenches -- hard.  CASTOR'S head is swathed in gauze.  But
     his EYES pop open.

     Reflexively, CASTOR wrenches from the bed -- tearing out the
     tubes and wires that tether him to life-support.  He goes
     down -- in agony -- groaning.

     He struggles to his feet -- staggering through the lab --
     haphazardly upending equipment as he goes to the window.

     OUTSIDE:  He sees the lights of San Francisco across the
     Bay.  Much closer -- is UC Berkeley's Campanile tower.

     Castor's hand grips a wall-mounted phone.  He dials.

                              CASTOR
                    Lars ... it's me ... well,
                    believe it!  Somewhere
                    in fucking Berkeley ...
                        (shuffles some papers)
                    The "Hoag Institute."  Just
                    get the fuck over here.  And
                    bring me a double cappuccino,
                    'cause Jesus, do I have the
                    mother of all hangovers ...
                    What? ... Yeah, low-fat.

     He hangs up -- then catches the reflection of his bandaged
     FACE in the window.  He quickly unwraps the gauze.

     THE DISCARDED BANDAGES fall at his feet ... we don't see
     what Castor sees -- but we hear him SCREAM.


     INT.  HOAG'S PRIVATE OFFICE -- NIGHT

     HOAG removes his scrubs, then washes up -- the work-day over.
     His wife BRIDGET enters with dinner.

     Taking a bite, he HEARS something.  Listening, he calms down
     until -- the door BLOWS OPEN.  Castor's bodyguard LARS
     storms in -- the weapon trained on the terrified couple.


     INT.  CORRIDOR -- NIGHT

     Lars manhandles Hoag and his wife through the lab doors.


     INT.  LAB -- NIGHT

     At the COMPUTER STATION -- LUNT is at a retrieval terminal,
     scrolling through endless pages of data ... absorbing it all
     -- including the video log of Archer's surgery.

                              HOAG
                    Who are you?  What
                    do you want?

     Lars shoves Hoag into the towering figure of ...

     A MAN WITHOUT A FACE

     Through shadows, we GLIMPSE at raw muscle, cartilage and
     bone.  The man takes a sip of cappuccino ... then grimaces.

                              CASTOR
                    I want my face.


     INT.  "POPULATION" -- PRISON -- DAY

     Exercise hour.  ARCHER tosses up an air-ball to the jeers of
     the other inmates.  He heads toward POLLUX who lies on the
     infield astroturf, staring upward.

                              ARCHER
                    Pollux ...

                              POLLUX
                    Shut up.

     POLLUX seems totally focused on the sky above -- a BIRD
     swoops over the skylight and disappears.

                              POLLUX (cont'd)
                    There it goes again --
                    a bearded bellbird!

                              ARCHER
                    So?

                              POLLUX
                    So?  The procnias averano is
                    a South American bird.  The
                    flight here was only three
                    hours!  And yesterday a
                    European swallow flew by!
                    Where the fuck are we?

     ARCHER shrugs.  POLLUX lights a cigarette and passes it.
     Afraid of blowing his cover, Archer takes a drag -- gags.

                              POLLUX (cont'd)
                    What's gotten into you?

                              ARCHER
                    What do you mean?

                              POLLUX
                    You shoot hoops like a
                    chick, you smoke like a
                    wuss, and -- I don't know
                    -- you're different.

     ARCHER takes a second drag and holds it -- then exhales
     right in POLLUX'S face.

                              ARCHER
                    I was in a coma, Pollux.
                    I still feel like shit.

                              POLLUX
                    Let me have a look.

     He sticks his finger under ARCHER'S eye and pulls down like
     a vet examining a sick dog.  ARCHER pushes him off.

                              ARCHER
                    Do you know what it is
                    to be in a coma?  It
                    fucks up everything --
                    including your memory!
                    I can't even tell you why
                    Dobbs jumped me yesterday!

                              POLLUX
                    You porked his wife the
                    day he was arrested.  How
                    could you forget that?

                              ARCHER
                    I don't know.  Everything's
                    jumbled -- so you're going
                    to have to help me fill in
                    a few blanks.

                              POLLUX
                    A few blanks?  Like what?

                              ARCHER
                    Like ...

     Archer rolls up his shirt, exposing the PYRAMID tattoo.

                              ARCHER (cont'd)
                    ... I know I got this on
                    my tenth birthday.  But
                    I can't remember why.

     Archer lays the trap.  Suspicious, Pollux falls right into it.

                              POLLUX
                    Come on ... that was the
                    wort day of our lives!

     ARCHER feigns a "struggle" with his memory.  He lights a
     butt with the old -- chain-style ... then "remembers."

                              ARCHER
                    Oh, God -- Mom OD'd
                    at County General.

                              POLLUX
                    Retching and convulsing
                    while those bastards didn't
                    even try to save her sorry
                    ass.  You gave her mouth to
                    mouth -- man -- even then
                    you had some constitution.

     ARCHER reacts -- he didn't know this side of Castor.

                              POLLUX (cont'd)
                    Remember what you swore
                    to me at the funeral?

                              ARCHER
                    Uh -- to kill the doctors?

                              POLLUX
                    After that.  You promised
                    you'd always take care of me.

                              ARCHER
                    And I bet I've kept
                    that promise ...

                              POLLUX
                    Only one you've never broken.

     Pollux looks at him with great affection.  Uncomfortable,
     Archer returns the look -- then returns to his true task.

                              ARCHER
                    Fuck the past.  We've
                    got the future to look
                    forward to.

     Archer pulls out a couple of liquid-filled baby food
     containers.  He passes one to Pollux and smiles.

                              ARCHER (cont'd)
                    We still have Saturday night.

     Pollux downs the booze.  Archer just takes a sip.

                              POLLUX
                    No shit.  Man, that was
                    going to be one big pay day.

     Archer refills Pollux's container and lights another
     cigarette for him.  He gulps it down.

                              POLLUX (cont'd)
                    Five million bucks -- and
                    now the fucking Taiwanese
                    get to keep it all.

     Taiwanese?  Archer's mind whirls as he pours Pollux another.

                              ARCHER
                    That's not the worst part.

                              POLLUX
                    What's worse than losing
                    five million bucks?

                              ARCHER
                    Being stuck in this rat-hole
                    when it blows.  Bro, what you
                    built was a work of art.
                    That little fucker belongs
                    in the Smithsonian.

     Pollux beams and keeps drinking.  Archer hangs on every word.

                              POLLUX
                    Yeah -- well ... the
                    new Transamerica Tower
                    will have to do ...

     ARCHER'S eyes widen almost imperceptibly.  But he simply
     nods -- solemnly keeping a straight face.

                              ARCHER
                    Thanks, Pollux.

                              POLLUX
                    For what?

                              ARCHER
                    For being one helluva guy.

                              POLLUX
                    "Thanks?"  I guess they
                    really did fuck you up.

     Pollux chuckles -- until his eyes light on Archer's jar --
     still filled to the brim with booze.


     INT.  ARCHER'S CELL -- DAY

     ARCHER jots down notes when his cell door rolls open.
     WALTON is looking at him with cool respect.

                              WALTON
                    Somebody wants to see you.

     ARCHER smiles to himself -- pleased at Tito's timeliness.


     INT.  INTERROGATION ROOM -- DAY

     ARCHER sits as the steel barrier rises.  But his confidence
     evaporates into unspeakable horror.  Because he finds
     himself staring into the brown eyes of --

     JON ARCHER.  This man has Archer's face -- his real face.

                              IMPOSTOR
                    What's the matter?  Don't
                    you like the new me?

     ARCHER studies the image of his former self -- trying to
     understand.  Then he recognizes the SMIRK on the face, the
     mocking TWINKLE in the eyes and he says what he cannot say ...

                              ARCHER
                    -- Castor?

                              CASTOR
                    Not anymore.

                              ARCHER
                    It can't be.  It's impossible.

                              CASTOR
                    I believe the phrase Dr.
                    Hoag used was "titanically
                    remote."  Who knows?  Maybe
                    the trauma of having my face
                    cut off pulled me out.  Or
                    maybe God really is on
                    my side after all.
                        (a beat)
                    By the way, I know you don't
                    get the papers in here.

     He holds up the current Chronicle.  The headline reads:

     "INFERNO AT HOAG INSTITUTE -- Malcolm Hoag, Six Others Dead"

                              CASTOR (cont'd)
                    Terrible tragedy.  Hoag was
                    such a genius -- but selfish
                    with his artistry.  I actually
                    had to torture his wife
                    to convince him to perform
                    the same surgery on me.

                              ARCHER
                    You killed them?

                              CASTOR
                    Of course I killed them,
                    you DUMB FUCK.  And torched
                    every shred of evidence that
                    proves who you really are.
                        (a beat)
                    Swallow this one, Commander.
                    You are going to be in here
                    for the rest of your life.

                              ARCHER
                    What are you going to do,
                    Castor?

                              CASTOR
                    Let's not confuse things
                    anymore.  I'm Archer.
                    You're Castor.  But if
                    you need proof --

     CASTOR opens his shirt -- there is a jagged BULLET SCAR
     identical to the scar once on Archer's chest.

     ARCHER'S mind reels -- he's shaking, losing control.

                              ARCHER
                    What are you going to do!

                              CASTOR
                    You've given me the freedom
                    I haven't had in years, and
                    the power to make it pay off
                    in ways I never thought
                    possible.  But hell -- this
                    is America.  One day a
                    pauper, the next day, a prince.
                    And I owe it all to you.
                    Now if you'll excuse me,
                    I've got an important
                    government job to abuse,
                    -- and a beautiful wife
                    to fuck.  Excuse me --
                    I mean "make love to."

     ARCHER freaks out.  Two Guards grab his arms and try to drag
     him down, but Archer throws them off.

     CASTOR impassively buttons his shirt as Archer pounds on the
     barrier -- trying to break through -- as Walton zaps him.

                              ARCHER
                    That's not me!  That's not me!

     The Guards finally drag the kicking Archer out the door.

                              WALTON
                    Sorry, Commander.

                              CASTOR
                    It's quite all right.
                    You never know what
                    to expect from a
                    psychopathic criminal.


     INT.  CELL BLOCK -- DAY

     The Guards dump ARCHER into his cell.

                              WALTON
                    You better be nice, Castor.
                    You could get mighty lonely
                    now that Pollux is gone.

                              ARCHER
                    Pollux is -- what?

                              WALTON
                    Archer cut him a deal for
                    turning state's evidence.
                    He's free.

                              ARCHER
                    Walton, you have to let
                    me see the warden --

                              WALTON
                    Or what?  You'll have me fired?

     Walton pushes a button.  STEEL PANELS close off the cell --
     silencing Archer's protesting voice.


     INT.  CELL -- SAME TIME

     ARCHER pounds at the mirrored cell door, finding no release
     from the horror.  He stares at the face of his enemy -- the
     enemy who now has total command of his life.


     EXT.  STREETS OF S.F. -- DAY

     Castor drives Archer's car.  He punches into the vehicle's
     portacomp and smirks as the computer obeys ...


     EXT.  NOE VALLEY -- NIGHT

     TITO lugs grocery bags up to his Victorian flat.


     INT.  TITO'S APARTMENT -- NIGHT

     TITO enters and drops his gear, making his way to the
     refrigerator.  He opens it -- throwing LIGHT into the room
     -- revealing a MAN sitting at the wet bar.

     Tito whips out his gun, then sees it's "JON ARCHER."

                              TITO
                    Jon?  What the hell happened?

                              CASTOR
                    You're a secret agent
                    -- you tell me.

     CASTOR has laid the bait.  He waits ... and waits ... as
     TITO studies him.  Then, Tito lowers his gun.

                              TITO
                    Christ, you're in a mood.
                        (pops a beer)
                    Okay -- you had to pull
                    out.  Pollux wasn't
                    fooled for a minute.

     Castor knows all he needs to know.

                              TITO (cont'd)
                    That's what happened, right?

                              CASTOR
                    Dead right.  Now -- how
                    about a beer for me?

                              TITO
                    You ... sure.  Hang on --
                    if Hoag's dead, how'd you
                    switch back?  And ...
                        (uneasy)
                    ... who pulled you out?

                              CASTOR
                    Nobody.

     CASTOR watches the terror build in Tito's eyes.  He waits
     just long enough for Tito to go for his gun, then ... BOOM!
     Castor fires and TITO slumps to the floor.

                              CASTOR (cont'd)
                    I'll take that beer now.


     INT.  ARCHER'S CAR -- MOVING -- NIGHT

     Sipping a beer, CASTOR cruises through the middle-class
     neighborhood.  He smokes absently, clutching Archer's
     address on a Post-It.

     He drives past peaceful scenes of suburban bliss:  men on
     hammocks;  women chatting;  kids playing tag.

                              CASTOR
                        (sickened)
                    Jesus, what a life.

     CASTOR tries to catch a street address and rolls past ...

     ARCHER'S HOUSE

     Dressed for work, EVE watches blandly as the car goes by.
     A moment later, it backs up and parks.

     CASTOR forces a smile -- then realizes there's a cigarette
     in his hand.  He quickly stamps it out.

                              CASTOR
                    Hi, uh -- Eve.  Can
                    you believe I drove
                    right by the house?

     Eve rolls her eyes -- what else is new?  Castor looks her
     over -- she's much sexier than he expected.  But EVE
     misreads his fascination with her cleavage -- and brushes a
     loose thread off her blouse.

                              EVE
                    What happened to your
                    big "assignment"?

                              CASTOR
                    What do you know about it?

                              EVE
                    As much as ever.  Nothing.

                              CASTOR
                        (relaxing)
                    It didn't work out as planned.
                    Where are you off to?

                              EVE
                    The hospital.

                              CASTOR
                    The hospital?
                        (spots her medical bag)
                    Oh, that's right --
                    you're a doctor.  Ha-ha.

                              EVE
                    Jon -- I don't have time
                    to play games.  There're
                    leftovers in the fridge.

                              CASTOR
                    Have fun at work.

     CASTOR kisses her -- rather hard -- on the mouth.

                              EVE
                    What is with you tonight?

                              CASTOR
                    Don't I usually kiss my wife?

                              EVE
                    No.

     She gets in the car and pulls out.


     INT.  ARCHER'S HOUSE -- NIGHT

     CASTOR steps inside, looks around.

                              CASTOR
                    What a dump.


     INT.  MASTER BEDROOM -- NIGHT

     CASTOR sifts through Christmas cards from holidays past,
     studying the ones with photos.  He's memorizing -- matching
     names to faces -- Wanda's, Buzz's, Lazarro's, etc.

     Then something catches his eye.  He pulls down a
     floral notebook -- EVE'S DIARY -- and pages through it.

                              CASTOR
                    He hasn't done her in
                    two months?  What a loser ...
                        (checks his pockets)
                    There's gotta be one
                    cigarette in this hole.


     INT.  ARCHER'S OFFICE -- NIGHT

     CASTOR rifles through the immaculate desk, searching for a
     cigarette, when he hears a voice.  He turns and glances
     across the hallway.  He sees ...

     GLIMPSES OF JAMIE

     As she walks back and forth in her room, talking on the
     phone -- and wearing only panties and a cropped t-shirt.
     CASTOR steps closer -- enjoying the view.


     INT.  JAMIE'S ROOM -- NIGHT

     Miffed, JAMIE stamps out her lit cigarette.

                              JAMIE
                    -- You're lying, Karl, I
                    E-mailed you three times --
                        (spots CASTOR at door)
                    Hang on a sec ...

     She slams it -- but he gets his foot inside.  Castor pushes
     menacingly into the room.

                              JAMIE (cont'd)
                    I'll call you back.
                        (to Castor)
                    You're not respecting
                    my boundaries.

                              CASTOR
                    Screw your boundaries,
                    Janie.  You have something
                    I want.

                              JAMIE
                    Janie?

     Castor spots her correct name embroidered on a pillow.  He
     gazes seductively, unnerving JAMIE as he steps toward her.

                              CASTOR
                    I don't think you heard
                    me ... Jamie ... You have
                    something I want ...

     He reaches for her -- and RIGHT PAST HER.  He picks up a
     pack of cigarettes from the desk.

                              JAMIE
                    Clarissa left those here.

                              CASTOR
                        (shrugs and lights up)
                    I won't tell mom if you don't.

                              JAMIE
                    When did you start smoking?

                              CASTOR
                    You'll be seeing a lot
                    of changes around here.
                    Daddy's a new man.

     CASTOR blows a perfect smoke ring in her face, then goes
     out.  JAMIE just stares, astonished.


     EXT.  THE STRAND -- NIGHT

     Pollux and the twins hustle Hookers when Castor arrives.  He
     flashes a smile, then his NSA badge.  The girls scram.

                              POLLUX
                    You merciless bastard!

                              CASTOR
                    Business first.
                        (to twins)
                    I went into the "Warrants"
                    system and erased your
                    records.  You're clean.
                        (tosses them money rolls)
                    In fact, you're now on
                    the informant payroll.

     Castor sees Pollux studying "his" face -- with disgust.

                              POLLUX
                    I can't even look at you
                    without wanting to vomit.

                              CASTOR
                    You better get used to it.
                    That bitch Lazarro is getting
                    kicked upstairs.
                    Guess what white-bread family
                    man is going to replace her?

     CASTOR shoots Pollux a cheesy white-bread Archer smile.

                              POLLUX
                    You can't be serious --

     Then Pollux falls silent, his mind clicking like an abacus.
     Suddenly ecstatic, he kisses Castor.

                              POLLUX (cont'd)
                    It's the perfect cover.
                    You'll have the highest
                    security clearances, access
                    to everything and everyone, a
                    private army at your disposal!
                    If information is power --

                              CASTOR
                    -- I'll be one of the most
                    powerful men in the country.
                    Didn't matter how much cash
                    I made pulling wet jobs --
                    I was still too low on the
                    food chain -- always with
                    somebody like Jon Archer
                    after me.  The best part
                    is -- I'm the GOOD guy.

                              POLLUX
                    No -- the best part is,
                    since it's a government
                    job -- they can't fire you!
                        (a beat)
                    But how can you be sure
                    you'll get the appointment?

                              CASTOR
                    Trust me.  You're gonna
                    love it ...


     INT.  EREWHON PRISON -- "POPULATION" -- DAY

     ARCHER and the other inmates are herded into the main room.
     A TV IMAGE appears and dominates one entire wall.

                              WALTON
                    A special privilege today --
                    TV -- courtesy of Castor Troy.

     ON SCREEN:  CNN ...

                              REPORTER
                    A biological bomb was
                    discovered this morning in
                    the climate control system
                    of the Transamerica-Two Tower
                    in San Francisco.  A group of
                    Japan's leading geneticists
                    were the target ... (etc.)

     ARCHER watches in stony silence as --

     ON SCREEN -- THE TRANSAMERICA-TWO BUILDING

     The squad LEADER emerges -- the complex bomb cradled in his
     arms.  He dramatically unscrews a detonator cap -- and
     heaves the now-harmless device into the disposal container.

     People cheer as the leader removes his helmet and breathes a
     sigh of relief.  It's CASTOR.  He turns to the cameras and
     smiles broadly -- giving a "thumbs up" sign.

                              REPORTER
                    NSA Special Agent Jon Archer
                    -- who found the device --
                    risked his life to diffuse
                    it only moments before it
                    was set to explode.  We go
                    live to the scene where the
                    media-shy Archer is holding
                    his first press conference --


     EXT.  TRANSAMERICA-TWO BUILDING -- DAY

     CASTOR'S eating up the attention of the REPORTERS.

                              REPORTER
                    Commander Archer -- who
                    do you think planted it?

                              CASTOR
                    That's classified.  But
                    if he's listening I have
                    a message for him:  Nice
                    try.  Now you know who's
                    really in charge.

     BACK TO ARCHER:  Totally enraged.  And totally powerless.
     Then his eyes focus ... he watches closely as --

     A GUARD uses his "Thumbprint ID" to get through the SECURITY
     DOORS.  Archer's eyes fall on the THUMBPRINT SCAN-PAD.


     EXT.  NSA COMPOUND -- CHECKPOINT -- DAY

     As Castor presses his thumb into the scanner.

                              CASTOR
                    How's the wife -- Ed?

                              ED
                        (signals "gate up")
                    Fine, Commander.


     INT.  NSA -- BULLPEN -- DAY

     Castor enters.  Some workers nod, some give a "thumbs up,"
     some smile -- but no one stops working.  They know better
     than to react, much less applaud.

                              CASTOR
                    Don't you guys watch TV?
                    Where's the parade?

     They look at each other -- afraid.  But proud rookie LOOMIS
     starts clapping, so everyone else joins in rousing applause.

                              CASTOR (cont'd)
                    -- Buzz, uh -- Wanda, Loomis
                    ... all of you, thanks from
                    the bottom of my black heart.

                              WANDA
                    Stop the presses -- Jon Archer
                    found a personality ...

     He grins and heads for his office.


     INT.  ARCHER'S RECEPTION AREA -- DAY

     CASTOR enters to find MISS BREWSTER bent over the filing
     cabinet.  He watches her butt until she notices.

                              KIMBERLY
                    Oh -- Commander.  I
                    didn't see you ...

                              CASTOR
                    Well, I saw you -- Kim.

                              KIMBERLY
                    Kim?

                              CASTOR
                    That's your name, isn't it?

                              KIMBERLY
                    You always call me Miss Brewster.

                              CASTOR
                    Let's try to be a little less
                    formal from now on, shall we?

     He gives her a playful slap on her rump.  She's stunned.

                              KIMBERLY
                    You've got someone in
                    your office.

                              CASTOR
                    Get rid of them.

                              KIMBERLY
                    The Admiral?


     INT.  ARCHER'S OFFICE -- DAY

     CASTOR enters to find LAZARRO ensconced on the sofa.  She's
     fixated by the repeat TV coverage of the bomb being diffused.

                              LAZARRO
                    Look at you, Jon -- at your
                    age -- an American hero!
                        (a beat)
                    I'd buy you a drink but I
                    know you'd just turn me down.

                              CASTOR
                    Normally, I would.  But today ...

     Castor opens a drawer and pulls out a bottle of Jamesons and
     two high-ball glasses.  He expertly pours two healthy shots.

                              CASTOR (cont'd)
                    To the future, Admiral.
                    Yours -- and mine.

                              LAZARRO
                        (picks up a legal pad)
                    Practicing our executive
                    signature, are we?

     CASTOR takes away the pad on which he has, indeed, been
     practicing Archer's handwriting.

                              LAZARRO (cont'd)
                    If I didn't know any better,
                    I'd say you were finally
                    kissing my butt ... and I
                    bet I know why.

                              CASTOR
                    You're the only person in
                    this place who can see
                    right through me.

                              LAZARRO
                    You've made us look pretty
                    good in the past week.  And
                    the way you handled the press --

                              CASTOR
                    Just following your example.

                              LAZARRO
                    D.C.'s very high on giving
                    you the promotion.  There's
                    just one problem.

                              CASTOR
                    What's that?

                              LAZARRO
                    Me.
                        (a beat)
                    I have doubts about your
                    ability to stick with what
                    is essentially a desk job.

                              CASTOR
                    I had doubts too.  I always
                    looked at a desk as though
                    it were a ball-and-chain.
                    But something happened ...

     She nods -- waiting for the confession.  He leans in.

                              CASTOR (cont'd)
                    I came back from a mission
                    and found strangers in my house.
                    Only they weren't strangers,
                    they were my wife and child.
                        (misty-eyed)
                    Five years my life was on hold.
                    While I chased the elusive, but
                    brilliant, Castor Troy.  I've
                    earned the right to start living
                    again.  So when I look at this --
                        (taps desk)
                    I don't see a ball-and-chain.
                    I see an anchor -- for me and
                    my family.

     Castor waits as Lazarro lets the speech sink in.  Then ...

                              LAZARRO
                    You'd have to start
                    immediately.

                              CASTOR
                    Done.  In fact, I was
                    already plotting about
                    the best way to meet the
                    foreign bureau chiefs.

                              LAZARRO
                    Jon, you're starting to
                    remind me -- of me.
                        (warm smile)
                    Congratulations.

     LAZARRO exits.  Castor eases himself into Archer's leather
     chair -- he picks up a framed photo of Archer & family and
     grins wide -- trying to ape Archer's dumb photo smile.

                              CASTOR
                    Jon -- you'd be so proud ...

     Castor puts the photo down, then pulls out a handbook:

          "You and the N.S.A:  A Primer for New Employees."


     EXT.  ARCHER'S HOME -- DAY

     CASTOR, carrying grocery bags, comes into the backyard where
     JAMIE practices free throws.  He watches her miss again.

                              CASTOR
                    Get a higher arc on the
                    ball, Jamie.  And for
                    Chrissake, square your
                    shoulders to the basket.

                              JAMIE
                    Like you know anything
                    about it.

     CASTOR grabs the ball.  Despite the encumbrance of the
     groceries ... SWISH!  He crisply sinks the ball.

                              CASTOR (cont'd)
                    Now square your shoulders
                    to the goddamn basket.

     He goes inside.  Then JAMIE takes his advice.  Shoulders
     squared, Jamie sinks a clean shot.  She's impressed.


     INT.  ARCHER'S HOME -- NIGHT

     Laden with text-books, EVE is greeted at the door by JAMIE.

                              EVE
                    Where are you going?

                              JAMIE
                    Chinatown.

                              EVE
                    On a school night?

                              JAMIE
                    Dad said it was OK.  Have fun.

     JAMIE kisses her and exits.  EVE'S confusion grows when she
     sees the dining room -- it's set for a candlelight dinner.
     CASTOR enters, dressed nicely, opening a bottle of wine.

                              CASTOR
                    Hurry up -- the salad's
                    getting warm and the
                    pasta's getting cold.

                              EVE
                    -- I've got to study.

     He confidently pulls the books from her grasp.

                              CASTOR
                    I can't believe you forgot.
                    Eve -- it's Date Night.

     DINING ROOM -- LATER

     CASTOR'S eyes twinkle as EVE looks up from her pasta.

                              EVE
                    Why do I feel like I'm
                    on a blind date?

                              CASTOR
                    They say love is blind.
                    Do you think that's true?

     EVE smiles playfully as he pours her more wine.

                              EVE
                    I think -- you're trying
                    to get me drunk.

                              CASTOR
                    Wouldn't be the first
                    time -- or would it?

                              EVE
                    You wouldn't even sip
                    champagne at our wedding.
                    We were underage -- you
                    wouldn't break the law.
                        (giggling)
                    Remember what my brother
                    called you?

     An awkward silence ...

                              CASTOR
                    Who could forget?  I was
                    so young and clumsy then --

     Castor "accidentally" knocks over his glass, spilling wine --
     and, of course, conveniently changing the subject.

                              CASTOR (cont'd)
                    Some things never change.

     They both mop up the mess with napkins until their fingers
     lightly touch, then intertwine.  A charge of sexual tension.
     As they almost kiss ... she becomes cautious.

                              EVE
                    So -- how long will you
                    be gone this time?

                              CASTOR
                    Gone?

                              EVE
                    Isn't that what all this
                    is about?  Letting Jamie
                    go out, cooking me dinner,
                    -- your next assignment?

                              CASTOR
                    I'm not going anywhere.

                              EVE
                    You always say that --
                    then you leave.

                              CASTOR
                    Can't you see I'm trying
                    to change?  I sent Jamie
                    off because I wanted to be
                    alone with you.  I wanted
                    to see the candle-light
                    dance in your beautiful --

     Uh-oh.  CASTOR can't tell the color of EVE'S eyes.  He leans
     in "romantically" -- but WE know the real reason.

                              CASTOR (cont'd)
                    -- brown eyes.

     He smells her hair, then her shoulders, her skin.  She's
     aroused, but wary.  So Castor goes in for the kill.

                              CASTOR (cont'd)
                    I wanted it to be just
                    right ... when I told
                    you about my promotion.

                              EVE
                    -- what?

                              CASTOR
                    I'm replacing Lazarro.
                    Nice, safe desk job --
                    just like you wanted.

                              EVE
                    ... That's great.

                              CASTOR
                    So you see, I'm not
                    going anywhere.  Unless
                    it's upstairs with you ...

     CASTOR sweeps EVE up in his arms and heads for the stairs.


     INT.  BATHROOM -- NIGHT

     CASTOR carries EVE into the shower and spins on the water.

                              EVE
                    You're wearing your suit --

                              CASTOR
                    Call me spontaneous.

     There's nothing she can do as he rips her clothes apart --
     on her like a vulture to carrion.  They drop to the floor of
     the stall -- water filling up around them.

                              CASTOR (cont'd)
                    ... I feel like I'm having
                    you for the first time ...


     INT.  ARCHER'S CELL -- NIGHT

     Desperately alone, seemingly without hope -- ARCHER huddles
     in a skimpy blanket.  He barely stirs as ...

     WALTON does his rounds of the darkened cells, then stops at
     the CELL BLOCK SECURITY DOOR.  The head guard uses his thumb
     print to clear security -- then types in his clearance code.

     BACK TO ARCHER'S CELL

     The instant the DOOR SLAMS shut, ARCHER rights himself.  He
     pulls out a LIGHTER and sparks it -- holding the flame to
     his THUMB.

     The skin melts like wax, but Archer doesn't cry out.  He
     peels off the skin graft -- the mold of Castor's fingerprint
     -- revealing his OWN.


     INT.  AQUACADE ANNEX

     The inmates are naked -- but still wearing their lock-down
     boots -- as they are herded into the prison SHOWER.

                              ARCHER
                    Don't they ever let us
                    take these boots off?

                              WAXY
                    Not unless you're sent
                    to the "Clinic."

                              ARCHER
                    You mean if I get sick?

                              WAXY
                    They don't give two fucks
                    about your health.  The
                    Clinic's where they send
                    the real hard-cases for
                    attitude adjustment.
                        (whispering)
                    Look at O'Neill --

     WAXY gestures to an inmate nearby -- O'NEILL -- who smiles
     blankly, oblivious to the streaming delousing spray.

                              WAXY (cont'd)
                    -- Toughest bastard I
                    ever saw -- after you,
                    of course -- now he's
                    a fucking drool case.

     ARCHER looks hard at O'Neill, whose eyes are glazed like a
     jelly donut.  Something BAD happened to this man.

                              ARCHER
                    What did he do?

                              WAXY
                    He hit a guard.

     BY THE AQUACADE ENTRANCE

     A GUARD reads a magazine.  Suddenly water drips on the
     pages.  The Guard looks up to see Archer standing a little
     too close to him -- he leaps up.

                              GUARD
                    Looking for trouble, Castor?

                              ARCHER
                    Actually ... yes.

     CRACK!  Archer decks the Guard.  A second Guard charges in
     -- Archer heaves him across the shower.  Suddenly --

     WHAM!  Archer is flung hard against the shower wall.  He
     can't resist as HIS BOOTS spin him like a tornado and CRASH
     him into the opposing wall.  He collapses -- out cold.


     INT.  PRISON -- POPULATION -- NIGHT

     Night-time:  crescent moon, twinkling stars and a HOOT OWL.
     Searchlights sweep past the skylight.

     WALTON and a GUARD herd ARCHER toward a hydraulic steel door.


     INT.  THE "CLINIC" -- NIGHT

     The air-locks WHOOSH open.  The Guards enter and dump Archer
     on the floor.  He gets his bearings -- sees he's lying in a
     PUDDLE of something.  He looks up -- and recoils.

     ARCHER'S P.O.V.:  DOBBS is strapped to a verticle-gurney --
     post-procedure.  His limbs are stiff, his eyes blank as a
     Mako shark's.  And his feet are bare -- BOOTLESS.

                              MED-TECH
                    Get a mop, he puked
                    all over the place.

     An Assistant unstraps Dobbs and drops him on a rolling
     GURNEY;  the Guard wheels him out.

                              MED-TECH (cont'd)
                        (mopping up)
                    -- next time, bring them
                    in BEFORE dinner ...

     ARCHER cases the place:  equipment fed by tubes and cables
     run upward through the overhead ceiling grid.  Above the
     grid is the VIEW WINDOW of the Security Central Control.

     Walton muscles Archer into the gurney.  The Med-Tech smirks.

                              MED-TECH (cont'd)
                    Oh happy day -- Castor Troy.
                    Too bad Jon Archer isn't
                    here to see this ...

     The Med-Tech wheels the ECT HEAD-GEAR cart into place: twin
     needle-like BOLTS ready to fit into ARCHER'S ears.  A single
     blue static spark jumps from the bolts.

     WALTON roughly wedges ARCHER'S HEAD into the head-gear,
     shoving the chewed-up bite-strap into Archer's mouth.

                              WALTON
                    Bite hard, scumbag, 'cause
                    you'll be gumming baby
                    food from here on out.

                              MED-TECH
                    Get his boots, Sergeant.

     WALTON unlocks ARCHER'S first boot and pulls it off.  As
     the Med-Tech starts to fasten Archer's arm -- Walton unlocks
     and pulls off the second boot.

     ARCHER'S FEET are free.  CRACK!  He yanks his foot up hard
     -- Walton reels back, stunned.

     One ARM still restrained, Archer BACKROLLS in the gurney and
     KICKS the Head Gear cart away -- knocking it into the Med-
     Tech who collapses onto it, hitting "TEST" --

     ZAP!  The head-bolts fire, catching the Med-Tech through the
     shoulder -- he drops to the floor, his synapses shot.

     The Assistant flees in terror as WALTON gropes for his
     weapon.  But ARCHER pulls his arm free and cracks Walton
     across the chin -- putting him out.

     ARCHER grabs Walton's shock-stick, hears the ALARM.  He
     shuts the door -- then jams the shock-stick into the key-
     mechanism.  ZAP!  It fuses shut.

     Using the floor-to-ceiling MATRIX OF SUPPORT CABLES --
     Archer free-climbs upward.

     A groggy WALTON forces open the door from inside.

     GUARDS pour in.  Walton grabs an auto-rifle and opens fire.

     SLUGS chase ARCHER as he climbs higher.  Riddled, tubes
     BURST, raining fluids and gases down on the Guards.

     ARCHER'S now directly in front of the Security Control
     window.  The Deputies inside watch frantically as Archer
     grabs the nearest cable and swings --


     INT.  SECURITY CENTER CONTROL -- NIGHT

     CRASH!  The window explodes inward.  ARCHER rides the cable
     into the booth -- and gets jumped by the Deputies inside.

     ARCHER slams the Security Chief into the control panel, then
     jolts the Deputy with the shock-stick.  The place is HIS.

     He finds what he's looking for:  a CROSS-CUT SCHEMATIC of
     the prison.  He traces his finger -- confirming his way out.
     He hits the keys -- typing furiously.

     FULL SCREEN -- THE MONITOR

     It splits into four sub-screens, each filled with the CGI of
     various HELICOPTERS .. ARCHER commits to memory each ship's
     TETHER CODE ... "Dancer," "Prancer," "Comet," etc.

     Then he wildly yanks out wires and shatters the computer
     banks.  FLAMES burst out -- shorting the circuitry.

     A DRONING SOUND rises -- the magnetic power monitor shows a
     dangerous surge.  ARCHER takes off into the corridor.

     AROUND THE PRISON:  Total chaos.

     EATERY:  Table and chairs FLY to the ceiling and STICK.

     THE KITCHEN:  The Staff scatters as KNIVES and POTS and
     STEEL UTENSILS hail through the kitchen,

     POPULATION:  GUARDS duck and flee as PRISONERS are flung
     about like rag-dolls by their short-circuiting BOOTS.


     INT.  ELEVATOR CORRIDOR -- NIGHT

     ARCHER rushes into an empty elevator.  Before he hits a
     button -- he HEARS Guards running toward him.


     INT.  CORRIDOR -- NIGHT

     WALTON leads his men around the corner as the elevator doors
     CLOSE.  WALTON opens fire -- riddling the doors.

     They pile into the adjoining stairwell -- going down.

     BEHIND THEM -- a narrow door clicks shut.

     BEHIND THE DOOR -- Archer is in a narrow fire-escape tube.
     He climbs the steel rungs of the ladder upward -- toward the
     NIGHT SKY.  The HOOT OWL leaves its perch and circles above
     -- in search of prey.


     INT.  STAIRWELL -- NIGHT

     Following his men down -- WALTON suddenly stops.  His eyes
     narrow with growing suspicion.


     INT.  ESCAPE TUBE -- NIGHT

     ARCHER is climbing, climbing -- the serene sounds of
     CRICKETS CHIRPING grow louder as the open air of the NIGHT
     SKY looms closer and closer.


     INT.  SKY ROOM -- "NIGHT"

     ARCHER pulls himself from the tube.

     But instead of FREEDOM -- he finds himself in a huge dome
     dominated by an enormous BLUE SCREEN CANOPY.

     THE SKY ROOM:  Designed to disorient the prisoners, hide the
     prison location and prevent escapes -- a computerizes arc-
     lamp provides simulated "Sunlight" and "Moonlight."

     ARCHER looks down through the sky-light into the prison
     "population area" far below -- where Guards and Prisoners
     alike scramble frantically during the alert.

     Suddenly Archer is jolted back to reality as SOMETHING
     swoops past his head -- the stuffed "HOOT OWL" flies by --
     attached to a cable track.  Then -- the owl EXPLODES.

     WALTON emerges from the escape tube -- firing.

     Wild SHOTS tear gaping HOLES in the "sky" -- revealing
     cables and catwalks -- chasing ARCHER out of the room.


     INT.  CORRIDOR

     ARCHER rushes up to a steel SECURITY DOOR.  Through its
     porthole, he can see a short ramp leading to a door marked:

                         EMERGENCY EXIT ONLY
                        SAFETY LINES REQUIRED

     ARCHER presses his thumb to the Security Door's key-pad.
     To his horror:

                              SECURITY BOX
                    Print unreadable.

     Approaching fast:  charging footsteps and shouts.  ARCHER
     licks his thumb, tries again.  Finally:

                              SECURITY BOX
                    Confirmed:  Archer, Commander
                    Jonathan T.  Please enter
                    classified security code.

     Archer does.  The door slides open -- Archer squeezes out.


     INT.  EXIT CORRIDOR

     ARCHER races straight at the door and plows right through --

                                                      SMASH CUT:

     EXT.  PRISON -- DAWN

     ARCHER'S blinded -- it's DAYTIME in the real world.

     And worse -- a GIANT WAVE crashes over Archer, knocking him
     hard on his ass.  Drenched, he grabs a guard-rail.

     PULL WAY, WAY BACK TO REVEAL:

     THE PRISON'S in the middle of the goddamn ocean, in what
     appears to be just an OIL RIG PLATFORM.  Seas are
     choppy and there's NO land in sight.

     Pounded by peaking waves, ARCHER struggles to his feet and
     starts climbing a ladder to the top of the PLATFORM.


     EXT.  PRISON PLATFORM -- TOP-LEVEL -- DAWN

     ARCHER reaches the top and peers over.  There's a row of
     helicopters:  TRANSPORTS, SUPPLY SHIPS, A GUNSHIP.

     ARCHER rushes to the nearest chopper -- a metal-fatigued
     supply ship -- and pauses at its landing skids.

     THE SKIDS ARE BOLTED TO THE DECK

     Instantly ARCHER goes to the LOCK-BOX on the chopper's
     tether-bolts and keys in the code "Comet."

     The indicator flashes RED -- no access.  He keeps trying.

                              ARCHER
                    Come on, Vixen ...
                    Donner ... Blixen ...

     Nothing.  SHOUTING.  ALARMS.  Archer keeps trying as GUARDS
     close in.  Finally -- RUDOLPH.  The tether bolts retract.


     INT./EXT.  SUPPLY SHIP -- DAWN

     ARCHER jumps into the cockpit and throws switches.
     Instantly the chopper whirs to life.

     ARCHER yanks down the pilot's canopy as BULLETS bounce off
     the bullet-resistant glass.  He draws back on the control
     stick -- too much.

     THE CHOPPER'S tail jerks out wildly.

     INSIDE -- Archer battles to regain control.  The chopper
     lifts off -- takes a sickening nose-dive over the edge of
     the platform -- and disappears.

     GUARDS rush to the side -- then drop to the deck in fear.

     THE CHOPPER spirals upward -- roaring over the platform.

     The GUARDS keep up their furious fusillade -- blowing chunks
     out of the supply ships' guts.

     TRAILING SMOKE, Archer's chopper ROARS off.  It disappears
     -- flying low over the water.

     ARCHER engages the RADAR CLOAK, then turns back and sees the
     receding "oil rig" vanishing in the morning mist.

     APPROACHING FAST -- the green Marin headlands.  Coming into
     definition -- the under-repair Golden Gate Bridge.

     GLANCING BACK -- Archer sees Pursuit Helicopters closing in.
     Suddenly the temp gauge starts beeping.  The wounded chopper
     is overheating -- losing its trim, breaking up fast.

     ARCHER steadies the controls -- trying to stabilize the
     wildly swaying craft.

     The Pursuit Chopper, carrying WALTON, closes in.  The
     Weapons Officer lets loose with a rocket.

     ARCHER'S CHOPPER -- out of control -- veers sharply.  The
     missile shoots by harmlessly.

                              WALTON
                    Damn, he's good.

     In ARCHER'S CHOPPER, he struggles frantically to regain
     control.  But up ahead a swarm of PURSUIT CHOPPERS appear
     from the Presidio -- tightening the noose.

     ARCHER veers down -- beneath the Golden Gate Bridge.
     Looking for a way out, he spots --

     A STRING OF BUOYS dotting the Bay.  An idea.  He hauls back
     on the stick, turning the chopper 180 degrees.

     PURSUIT CHOPPER:  They've got Archer in their sights.

                              WALTON
                    South, North, East, West.
                    You've got no where to go.

     But his words dry up when he sees --

     ARCHER'S CHOPPER -- heading straight for him.

     THE CHOPPERS are about to crash head-on when ...

     ARCHER'S CHOPPER suddenly nose-dives.  It keeps descending
     as the ocean looms closer and closer.  Then -- CRASH.

     SURFACE OF SAN FRANCISCO BAY:  The chopper bobs up -- next
     to the string of buoys.  Stamped on the nearest one:
     "Maintenance Bay 4 -- Prop. Bay Area Rapid Transit."

     The chopper slowly sinks, but Archer sits tight.

     THE PURSUIT CHOPPER circles above.

                              WALTON
                    What's he doing?

     Inside ARCHER'S CHOPPER -- the water is pouring in.

                              ARCHER
                    What - am - I - doing?

     The ocean swallows him up.

     UNDERWATER

     Archer gulps air frantically as the chopper sinks --
     seawater rushes in over his knees.


     EXT.  BAY -- DAY

     Divers drop from the circling pursuit choppers.


     INT.  UNDERWATER

     Archer's chopper settles to the murky bottom.

     ARCHER'S POV:  The transbay BART Tube -- and one of the
     Emergency Service Ports -- about 20 metres away.

     ARCHER swallows a deep breath, opens the door -- and fights
     against the sudden crush of seawater.  He squeezes out,
     tearing his shoulder on the buckled cockpit door.

     Blood clouds the water as ARCHER SWIMS free.  Lungs bursting,
     the swim seems endless, yet somehow he reaches the Service
     Port.  He yanks on the release handle -- it won't open.

     The DIVERS are coming this way.

     ARCHER yanks harder and WHOOSH -- the porthole dilates open.
     Archer swims up and into it.


     INT.  EMERGENCY SERVICE BAY -- DAY

     ARCHER pulls himself up, out of the porthole, shuts it down
     and tightens it.  He collapses -- exhausted -- until he
     hears the divers POUND -- trying to get inside.

     ARCHER throws open the interior door and -- BOOM!  A BART
     Train rushes by at an insane speed -- inches from his face.
     In another second -- it's gone.


     INT.  BART TUBE -- DAY

     ARCHER limps west.  Suddenly the tracks shake.  Archer turns
     and sees a BEAM OF LIGHT growing brighter.  A bullet train
     is roaring toward him.

     ARCHER looks around for a way out as the train screams in --
     right over the spot where Archer was just standing.

     THE CEILING:  Archer has wedged himself high up in the
     support panels.  He watches the first cars roar by -- then
     gathers his courage.  He drops down -- onto the ...

     ROOF OF THE TRAIN.  Archer tumbles back -- spinning out of
     control -- as he grapples for a hold on the slick surface.
     He's running out of train -- scooting headfirst onto ...

     THE LAST CAR.  Slipping across its length, he plunges into
     oblivion.  But his pant cuff catches on the rear wind scoop
     -- and holds fast.  Archer grabs the railing -- securing
     himself against the window.

     ARCHER'S POV (through window):  A woman's back.  Holding her
     infant child, she reads the paper.  The baby stares
     straight at Archer.  It reaches out to touch his funny-
     looking, squashed nose.

     Archer reads the paper's UPSIDE DOWN headline:

                       BOMB HERO LANDS NEW POST
                  Promoted to NSA's West Coast Chief

     And a photograph of "himself" yucking it up with Lazarro.

     BOOM!  The train disappears into the blackness.


     INT.  ARCHER HOUSE -- BEDROOM -- DAY

     EVE'S asleep.  CASTOR looks down at her like Cortez at
     Montezuma -- triumphant, with overwhelming power.

                              CASTOR
                        (to himself)
                    Use it or lose it, Jon.


     EXT.  DRIVEWAY -- DAY

     Heading for the car, CASTOR is about to light up a smoke when --

                              EVE (o.s.)
                    Last night, I thought --
                    this isn't my husband.

     He pockets the smoke.  EVE is there, dressed somberly.

                              EVE (cont'd)
                    Obviously, I was wrong.

                              CASTOR
                    What's on your mind?

                              EVE
                    Jon, it's the tenth.  I
                    know how difficult it is
                    for you, but we still
                    have to go.

                              CASTOR
                    I'm late.  Gotta protect and
                    serve the world, y'know.

                              EVE
                    The world can wait, Jon.
                    You're going.

                              CASTOR
                    Okay, if you insist.
                    But -- you drive.

     He climbs into the front seat beside her.


     INT./EXT.  CAR -- MOVING -- DAY

     Beyond the suburbs -- a pastoral, hilly area.

                              EVE
                    I think Jamie's been
                    seeing Karl again.

                              CASTOR
                    Great.

                              EVE
                    Great?  He's 17 -- you told
                    her to stay away from him.

                              CASTOR
                    Oh, that Karl.

                              EVE
                    Yes, Jon.  That Karl.

                              CASTOR
                    I'll have a talk with her.
                    By the way, you never said
                    anything about last night ...

     He moves closer, stroking her hair.  Eve starts to respond
     -- but without knowing exactly why, she tenses up.

                              EVE
                    Jon -- this is hardly
                    the time or place.

     EVE stops the car and gets out.  CASTOR stares around in
     surprise because he sees he's in --

     A SPRAWLING CEMETERY

     CASTOR follows EVE through the ocean of headstones -- with
     no idea where she's leading him.  Then, she stops.  Castor
     joins her in front of -- A TOMBSTONE.  It reads:

                        Matthew Archer, Age 5
                        Beloved Son & Brother
                        We Cherish You Always

     Stunned, CASTOR stares as EVE places flowers on the grave.

                              EVE
                    Happy birthday, Matty.
                    Every day we think of you.
                    You're part of everything
                    we are and everything we do ...
                        (breaking down)
                    I wish you could know
                    the lifetime of joy and
                    happiness you brought us.

     Overwhelmed with grief, she collapses into CASTOR.

                              EVE (cont'd)
                    He took our baby, Jon.
                    He took our little boy.

     FULL SCREEN -- CASTOR'S FACE

     He stares at the grave of the boy he killed -- the boy whose
     mother is weeping into his chest.

     Shutting his eyes to the grave, CASTOR stiffly returns EVE'S
     embrace -- maybe, just maybe, feeling the victim's pain.

                              CASTOR
                    Stop crying ... stop
                    crying ... stop ...


     EXT.  NSA HQ -- DAY

     Shrugging off his funk, CASTOR whistles his way inside.


     INT.  NSA "DEBRIEFING" AREA -- DAY

     A vigilant NSA agent stands watch outside a glass-enclosed
     booth.  INSIDE, Pollux is working at a computer.

                              CASTOR
                    How's our star witness?

                              AGENT
                    Spilling his guts.  Obviously
                    his guilty conscience has
                    finally caught up with him.

                              CASTOR
                    Obviously.

     Castor dismisses the agent and enters THE BOOTH.

                              POLLUX
                    Don't get mad, but I just
                    went for a little stroll
                    through the company switches.

                              CASTOR
                    You're supposed to be snitching,
                    making me look legit.

                              POLLUX
                    Don't worry, nobody knows I'm
                    inside.  Check it out.  Remember
                    that fat fuck agent who roughed
                    us up in Thailand?  He's being
                    treated for bone cancer at the
                    V.A.  Thanks to the miracle of
                    NSA grid-technology ...
                        (finishes typing)
                    -- Ooops!  His radiation does
                    just quadrupled.

                              CASTOR
                    Are you TRYING to give us away?
                    For somebody with such a big
                    brain, you think awfully small.

                              POLLUX
                    I'm just having some fun.

                              CASTOR
                    There's fun, bro.  Then
                    there's FUN.


     INT.  WAREHOUSE -- DAY

     An enormous warehouse stocked with weapons and equipment.
     POLLUX picks through the technical hardware ... WE SEE each
     weapon as he sings like a kid on Christmas morn.

                              POLLUX
                    Eight pocket stingers ...
                    seven piper uzis ... six
                    cobra carbines ...
                        (aims at Castor)
                    five - net - launch-ers ...

                              CASTOR
                        (grabs weapon away)
                    Yeah -- it's Santa's Magic
                    fucking Village.  Your
                    present's in here.

     CASTOR unlocks a door marked "EVIDENCE STORAGE."


     INT.  EVIDENCE STORAGE -- DAY

     CASTOR leads POLLUX down corridor after corridor of
     confiscated weapons, drugs, contraband.

                              CASTOR
                    As the new chief of covert
                    operations, I've planned a
                    little get-together with
                    the Pacific Rim station
                    chiefs.  Friday night.

     CASTOR finds a locker, checks the number, then opens it up.

                              POLLUX
                    And when they "get-together"
                    -- what happens?

     Castor reveals POLLUX'S BOMB and other confiscated
     paraphenalia.  Pollux gasps, thrilled.

                              CASTOR
                    We gut the organization --
                    and rebuild it with more
                    reliable friends.

                              POLLUX
                    Most of the current chiefs
                    -- they must have pretty
                    hefty prices on their heads.

                              CASTOR
                    All of them do.  We'll
                    kill twelve birds with one
                    bomb.  And we'll be rich.

                              POLLUX
                    Good, because I checked your
                    salary -- and it bites.  How
                    the everyday working-class stiff
                    survives in today's economy is
                    something I'll never ...

     Castor shuts up Pollux by tossing him a small steel
     cylinder.  Inside it is a vacuum-sealed culture tube.

                              CASTOR
                    You'll need to recultivate
                    that virus.

                              POLLUX
                    No problem.

                              WANDA (o.s.)
                    Commander!


     INT.  ARMORY -- DAY

     CASTOR emerges from Evidence Storage and finds his team.

                              WANDA
                    You picked a helluva day
                    to leave your beeper off!

                              CASTOR
                    What happened?

                              WANDA
                    Castor's escaped!

                              CASTOR
                    Escaped?  From Erewhon?
                        (staggered)
                    I want everyone on this
                    -- our entire force and
                    the SFPD.

                              BUZZ
                    SFPD?  Castor isn't stupid
                    enough to come back to the city.

                              CASTOR
                    Trust me, he's already here.
                    Get going!

     Wanda and Buzz run off.  Pollux emerges;  he's heard.

                              CASTOR (cont'd)
                    Have the twins watch my
                    "wife."  He'll try
                    to get to her.

                              POLLUX
                    What about me?

                              CASTOR
                    A lot of people think you're
                    a snitch.  It's dangerous ...

                              POLLUX
                    Like I fucking care?  I'm
                    not just sitting here!

     Determined, Pollux heads for the door.  Castor stops him.

                              CASTOR
                    Take my Glock.  It's
                    a jungle out there.

     CASTOR slaps his weapon in his brother's palm -- Castor's
     gesture of filial love.  Pollux takes it -- touched.


     EXT.  GOLDEN GATE PARK -- PHONE BOOTH -- NIGHT

     Archer punches a button.  A GASH on his injured shoulder
     bleeds through his tattered clothes.

                              ARCHER
                    Collect call to Evelyn
                    Archer at 392-0888.

                              OPERATOR (V.O.)
                    Who's placing the call, please?

                              ARCHER
                    -- Her husband.

     Archer waits.  He pinches his throat -- trying to somehow
     dislodge the vocal implant micro-chip.  His voice scrambles
     into garbled static -- then reverts back to Castor's voice.

                              ARCHER (cont'd)
                    Goddamn it.


     INT.  HOSPITAL -- NIGHT

     EVE is in scrubs, dissecting a cadaver's skull with a
     handheld LASER BONE-SAW.  Other students watch the procedure
     -- along with their dour PROCTOR.

                              EVE
                    Jon?  Hello?


     INT.  PHONE BOOTH -- NIGHT

     ARCHER listens longingly.  Just hearing her voice ...

                              EVE
                    Is someone there?

                              ARCHER
                    Eve, listen carefully.
                        (a beat)
                    The man you think is
                    your husband -- isn't.


     INT/EXT.  SILVER SAAB -- NIGHT

     LARS and LUNT are parked outside the hospital.  They're
     huddled over their surveillance equipment -- listening.

                              LARS
                        (starts car)
                    -- Got him.


     INT.  HOSPITAL -- NIGHT

     EVE is confused, distracted.  The Proctor waits impatiently,
     grading pad in hand.

                              EVE
                    Who is this?

                              ARCHER
                    Never mind that!  Just
                    take Jamie and get out
                    of that house.  Don't
                    tell anyone where you're
                    going -- especially not
                    him -- just GO.

                              EVE
                    Okay, you're having an
                    emotional crisis.  You
                    need to seek the help
                    of a trained --

                              ARCHER
                    Think about it, Eve!
                    Everything he's done
                    recently has been
                    peculiar, right?  He's
                    said and done things your
                    husband would never do ...

                              EVE
                    Whoever you are, don't
                    call again.

                              ARCHER
                    Don't hang up ...

     She clicks off.  Disturbed, she's forgotten where she is.

                              PROCTOR
                    Doctor, we're waiting ...

     Eve shakes off her instinctive chill and goes back to work
     -- SPLITTING the cadaver's cranium with the laser.


     EXT.  PARK -- NIGHT

     ARCHER sags in futility.  But a SECOND CLICK on the phone
     line makes him snap alert.  Was that a phone tap?

     Suspicious, ARCHER dashes out.  He scans the parking lot --
     several cars and a pick-up truck plastered with Playboy
     centerfolds.  Then Archer sees ...

     IN THE DISTANCE -- car HEADLIGHTS speeding toward the park.

     Only the truck is unlocked.  ARCHER slips in and starts to
     hot-wire it.  The engine grinds and chokes.

     THE SAAB reaches the edge of the park.

     ARCHER finally starts up the truck.  He finds a cowboy hat
     on the seat and shoves it on his head as he drives away ...

     THE TRUCK exits the far end of the parking lot and rounds
     the bend ... just as the Saab arrives.

     LARS and LUNT leap out and scan around.  Archer is gone.


     EXT.  TITO'S APARTMENT -- NIGHT

     Sagging yellow CRIME-SCENE TAPE seals off the door.

     ACROSS THE STREET:  Archer watches from the truck.  His face
     reflects the nightmarish truth:  Tito is dead.

                              ARCHER
                    No, Jon ... think like Castor.
                    Where would he go ... who
                    would he turn to?


     EXT.  STRIP MALL -- NIGHT

     SASHA PLUMMER exits a beauty shop.  She's a hardened, but
     sensual woman.  She gets in her old Lexus and takes off.


     INT.  LEXUS -- MOVING -- NIGHT

     She slows down to check out a POLICE FORENSICS TEAM that's
     swarming all over Archer's abandoned pick-up truck.

                              SASHA
                    Uh-oh, somebody's in trouble.

                              ARCHER
                    Yeah -- me.

     In a flash, SASHA grabs some pepper-spray.  ARCHER --
     hunkered down in the back-seat -- stares into the nozzle.

                              SASHA
                    Jesus Christ, Castor.

                              ARCHER
                    Drive.

                              SASHA
                    The last time I took orders
                    from you I ended up with
                    five years probation.

     She stops the car -- mere yards from the milling police.
     One VETERAN COP looks her way -- scrutinizing.

                              ARCHER
                    Just get out of here --
                    please.  I -- I'll ...

     ARCHER'S losing consciousness.  SASHA looks at him harshly
     -- like a woman trying to hate someone she still loves.
     Then, she sees the blood seeping through his shirt.

                              SASHA
                    Damn it, Caz.

     She hits the gas and drives off.


     INT.  ARCHER'S HOME OFFICE -- NIGHT

     CASTOR'S on the phone as he scrolls through CD-ROM files.

                              CASTOR
                    -- you don't have to rat out
                    anybody ... nothing changes
                    except now you've got the
                    blessing -- and protection --
                    of the NSA ...
                        (now in Spanish)
                    [No.  Santiago's spoken for
                    ... you can have Panama City
                    or Acapulco.  Take Acapulco,
                    the food's better.]

     Something catches Castor's attention.  He sees --

     DOWN ON THE STREET

     A jet-black Firebird SCREECHES up to the curb.

                              CASTOR (cont'd)
                    Bueno ... I'll be in touch.

     He hangs up and watches the Firebird.  The thumping MUSIC
     from within goes quiet, but no one emerges.


     INT.  FIREBIRD -- NIGHT

     JAMIE is inside, struggling with big, amorous KARL (17).

                              JAMIE
                    No ... no, please.
                        (he doesn't stop)
                    My father -- he's got a
                    gun -- he'll -- he'll --

                              KARL
                    That wimp won't do shit.
                        (pulls open belt)
                    Anyway, you said he's
                    never home --

     SMASH!  The window explodes inward.  CASTOR drags KARL out
     by his hair.  JAMIE scrambles toward the house as ...

                              CASTOR
                    Who are you to call
                    Jon Archer a wimp?

     Karl stammers, terrified.  Enraged, CASTOR pulls Karl
     eyeball-to-eyeball -- the kid goes white with fear.

                              CASTOR (cont'd)
                    You dickless suburban puke,
                    get out of here before I
                    eat your fucking spleen.

     CASTOR heaves Karl into the windshield -- spiderwebbing it.
     Somehow the kid finds his feet and stumbles behind the
     wheel.  The Firebird lurches away.


     INT.  HOUSE -- NIGHT

     CASTOR enters to find JAMIE, still shaken up.

                              CASTOR
                    What are you -- stupid?

                              JAMIE
                    You haven't changed at all!
                    Some guy tries to rape me
                    -- and you side with him!

                              CASTOR
                    Did it look like I was
                    siding with him?  Did it?
                        (she falls silent)
                    You want to play with
                    the bad boys, you
                    better be prepared.  Do
                    you have protection?

                              JAMIE
                    You mean like ... condoms?

                              CASTOR
                    I mean like protection.

     With a fluid motion, CASTOR expertly snaps open a well-
     oiled BUTTERFLY KNIFE and hands it to an astonished Jamie.

                              JAMIE
                    For me?

     Castor's surprised, flustered as Jamie tearfully hugs him.

                              CASTOR
                    -- Now, uh, brush your
                    bed and go to teeth --
                    it's a school night.

     JAMIE kisses him and heads up stairs.  After she's gone ...

                              CASTOR (cont'd)
                    Jesus, Jon, how did you
                    deal with this family shit?

     The phone RINGS.  He rushes to the den and picks it up.

                              CASTOR (cont'd)
                    Jon Archer.
                        (immediately alert)
                    Where is he?


     EXT.  STREET -- NIGHT

     POLLUX TROY is half-hidden in the shadows, peering into an
     underground parking structure.

                              POLLUX
                        (into cellular)
                    -- Some condo complex on
                    Telegraph Hill.  I played
                    a hunch he might contact
                    an old friend of yours ...

     POLLUX'S P.O.V. -- THE GARAGE

     SASHA helps a half-conscious ARCHER toward the elevator.


     EXT.  NSA MARSHALING AREA -- NIGHT

     Dressed and armed for battle, the NSA assault team is
     loading into a variety of waiting vehicles.

     CASTOR arrives, dressed in standard-issue black squad suit
     and flak vest.  BUZZ tosses CASTOR a machine-pistol as he
     climbs aboard the lead vehicle.  The convoy moves out.


     INT.  SASHA'S CONDO -- NIGHT

     ARCHER'S eyes open ... he snaps awake.  SASHA is stitching
     up his cleaned wound.

                              ARCHER
                    Where am I?

                              SASHA
                    My place.

                              ARCHER
                    You shouldn't have brought
                    me here ... it's dangerous.

                              SASHA
                    Better than you bleeding
                    all over my car upholstery.
                    Trust me, Caz, you won't
                    be here long.

     With a flourish of her extravagant nails, Sasha finishes up
     the stitches -- a passable sewing job.

                              ARCHER
                    I hear you're a manicurist
                    now -- got your own business
                    and everything.  I'm glad
                    you've stayed clean.

                              SASHA
                    Like I had a choice with
                    that anal-retentive Jon
                    Archer rising my ass at
                    the probation hearing.
                        (shrugs)
                    At least he took an interest.
                    You took off without leaving
                    so much as a Post-it.

                              ARCHER
                    I'm not the same person
                    you remember.

     She studies him with her sharp, intelligent eyes -- eyes
     which soften dramatically as she smiles for the first time.

                              SASHA
                    Take the rest of those
                    filthy things off.
                    I'll be right back.

     SASHA disappears into a back bedroom.  ARCHER looks out the
     window -- the street's clear.  He sits down, unties his
     trash-dumpster shoes.  He touches his shoulder -- it hurts.

                              SASHA (cont'd)
                        (entering)
                    You're still dressed.

     She puts down a pile of men's clothes and starts to loosen
     his belt.  She stares deep in his eyes.

                              SASHA (cont'd)
                    You really have changed,
                    haven't you?

                              ARCHER
                    More than you'll ever know.

     Gently, tenderly, she moves closer and kisses him on the
     mouth.  She lingers as Archer carefully pulls away.

                              ARCHER (cont'd)
                    -- Can we just talk?

                              SASHA
                        (amused)
                    Talk?  The only talk I ever
                    heard from you was "take
                    it off," "sit on it," "I'll
                    see you around."

     He backs off -- as something catches his eye.  A sleepy
     LITTLE BOY (5) is standing in the bedroom doorway.  He
     watches curiously as Archer buttons up a fresh shirt.

                              ARCHER
                    Perfect fit.

                              SASHA
                    Should be.  It's yours.

     Awkward silence as Archer dresses.  The boy comes over
     shyly, climbs into Sasha's lap.  Archer's self-conscious.

                              ARCHER
                    Nice-looking kid.

                              SASHA
                    Of course he is ...
                        (very uneasy)
                    -- He's yours too.


     EXT.  SASHA'S CONDO -- NIGHT

     Their SILHOUETTES are visible against the shades.  Suddenly
     a TETHERED SURVEILLANCE DRONE whirs up to the second-story
     window -- scanning the building.


     EXT.  ROOFTOP ACROSS -- NIGHT

     CASTOR, BUZZ, WANDA and LOOMIS peer at the drone's THERMAL-
     VIDEO FEED of the silhouettes in Sasha's apartment.

                              CASTOR
                        (into cellular)
                    We've got him sighted.
                    Okay, Pollux, pull out.

                              BUZZ
                    What makes you so sure
                    this guy's gonna set up
                    his own brother?

                              CASTOR
                    I've never been more
                    certain of anything.
                    Get everyone in position.
                    -- And get the word
                    out -- shoot to kill.

     Buzz starts to object -- but Castor's steely eyes say
     "don't argue -- that's an order."

                              BUZZ
                    You heard the Commander
                    -- let's saddle up!

     Buzz and Wanda move off -- leaving Loomis with Castor.


     INT.  SASHA'S CONDO -- NIGHT

     SASHA leads the shy boy to his "father."  Archer's stunned.

                              SASHA
                    Go on, Adam ...
                        (a beat)
                    I'm not asking you for
                    anything -- I was never
                    even going to tell you.
                    But hell, I never thought
                    I'd see you again, either.

                              ARCHER
                    How old is he?

                              SASHA
                    Five.  No one knows you're
                    his father.  I thought
                    someone might want to hurt
                    him -- just to hurt you.

     Archer's emotions take him to a darker place.  Hands
     shaking, he holds the boy, perhaps a bit too roughly.

                              ARCHER
                    Yes ... someone might want
                    to tear him apart -- snuff
                    him out -- for revenge.

                              SASHA
                    You're not holding him
                    right ... Caz ...

     ARCHER isn't hearing SASHA.  He's lost in his own MEMORY ...
     a SQUEAL of tires ... Castor FIRING ... glass SHATTERING ...
     a child's fading CRIES.  He's RELIVING his own son's death.

                              ARCHER
                    In one awful moment
                    -- he could be dead.

     ARCHER'S grip tightens around Adam -- his big hands
     dwarfing the little boy's body.

     ADAM looks straight at Archer with a child's eyes.  Big,
     naive -- innocent.  It pulls something up from inside
     Archer ... something STRONG.

     He regains control, dumping the child into Sasha's arms.

                              ARCHER (cont'd)
                    He's not my son.

                              SASHA
                    Yes, he is.  Caz --

     SOMETHING alerts Archer -- maybe the fleeting SHADOWS that
     blot out the window-light for the barest second.

                              ARCHER
                    Get down!  GET DOWN!

     K-BOOM-BOOM-BOOM-BOOM!  The window panes shatter -- as TEAR
     GAS GRENADES and GUNFIRE riddles the room.

     OUTSIDE

     On the rooftop across the way, CASTOR directs the firepower.

     INSIDE

     Coughing, ARCHER crawls through the roiling smoke toward the
     door.  He's almost out when ...

     ADAM'S WAIL of fear freezes Archer.  He looks back -- and
     sees Sasha.  She's knocked-out.

     ADAM stands beside her -- frantically pulling on her limp arm.

     ARCHER'S face betrays his conflict.  A child -- but his
     worst enemy's child.  He watches as --

     BULLETS shred the wall around Adam.  The boy's frozen.

     ARCHER moves -- he crawls toward Sasha and Adam, grabs them
     and pulls them out into --

     THE HALLWAY.  Archer hauls them down the corridor as the
     walls disintegrate behind them.


     EXT.  STREET -- NIGHT

     CASTOR and his Team race toward the smoke-filled building.

                              CASTOR
                    Split up.  I want to know
                    the second he's spotted.


     INT.  CONDO COMPLEX -- CORRIDOR -- NIGHT

     Momentarily safe, Archer rouses Sasha.  She comes to and
     hugs Adam, making sure he's okay.

                              SASHA
                    Thank you, Caz ...

     BOOT STEPS and SHOUTING VOICES.  ARCHER takes off.


     INT.  STAIRWELL -- NIGHT

     ARCHER rushes through the roiling tear-gas -- and stops short.

     CASTOR is there.  He raises his machine-gun -- too late.

     ARCHER leaps -- slamming into Castor.  FACE-TO-FACE -- they
     slug it out, bashing and butting.

                              ARCHER
                    Stay away from my family!

                              CASTOR
                    Too late, your kid worships
                    me.  And your wife -- she's
                    an animal.  Even I can't
                    keep up with her.

     Enraged, ARCHER heaves CASTOR -- he plunges down the stairs,
     head-over-heels, and lands in a heap.  LOOMIS arrives,
     firing, driving Archer back up the stairs -- toward the roof.


     EXT.  ROOFTOP -- NIGHT

     ARCHER runs along the length of the roof to the opposite
     fire-escape railing.  But as he turns ... he finds himself
     looking right into the barrel of POLLUX'S PISTOL.

                              POLLUX
                    Peek-a-boo, dumb fuck.

     Pollux KICKS Archer hard -- Archer slips down on the guard
     rail -- but manages to hold on by his fingers.

                              POLLUX (cont'd)
                    Remember me?  Your
                    big brother?

     Pollux steps down -- grinding Archer's fingers into the
     steel fire-escape rung.

     BELOW:  CASTOR and LOOMIS race over.  Loomis aims his
     machine-pistol -- but Castor stops him.

                              CASTOR
                    Wait for a better shot.

     ON THE ROOF:  Pollux puts his full weight down on Archer's
     hand.  In agony, Archer sees his one chance --

     THE RUSTED RIVETS that fix the fire-escape to the brick
     wall.  ARCHER plants his feet on the wall and pushes as
     Pollux cocks his pistol -- aiming right at ARCHER'S head.

                              POLLUX
                    You tricked me into telling
                    you shit I never told anyone.
                    Now take it to your grave.

     THE RIVETS strain -- then give.  With a shriek, the fire-
     escape pulls away.  Pollux loses his balance --

     POLLUX PLUNGES three stories and pancakes onto the street.

                              CASTOR
                    Pollux ... Pollux!

     POLLUX is almost gone.  CASTOR looks up and sees --

     ARCHER -- scrambling over the ledge onto the roof.

     EYE-CONTACT between predator and prey, killer and cop.

     CASTOR opens fire --

     ARCHER ducks the bullets as he disappears over the lip.


     EXT.  ROOFTOP -- NIGHT

     ARCHER catches his breath -- then SEES something.  It's the
     small, steel CYLINDER Pollux took from NSA Evidence.


     EXT.  STREET -- NIGHT

     CASTOR desperately performs CPR on Pollux -- to no avail.
     POLLUX slips away ... and dies.

                              CASTOR
                        (to Loomis)
                    Get a medic -- now!
                    Hang on, Pollux ...

                              LOOMIS
                    Forget him, sir.  It's
                    only Pollux Troy ...

     Castor snaps.  Without hesitation, he jerks up his gun and
     puts a bullet right in the middle of Loomis's head.

     CASTOR looks at the dead kid -- his rage barely abated as --
     BUZZ and WANDA arrive on the scene and see Loomis's body.

                              WANDA
                    What happened?

                              CASTOR
                    What the fuck do you
                    think happened?  Castor
                    Troy just shot him!
                        (a beat)
                    What are you waiting
                    for?  GO!

     After Buzz and Wanda take off -- CASTOR gathers Pollux up in
     his arms -- totally devastated.


     INT.  MARINA -- DRY DOCKED FREIGHTER -- DAY

     The old ship's hold has been converted into a laboratory.
     At a work table, a sealed ISOLATION TANK is filled with
     healthy RATS ... one-by-one, they convulse, then drop dead.

                              DIETRICH (o.s.)
                    Mother nature at her finest.
                    One part per trillion of this
                    stuff will kill you faster
                    than a mailman with a grudge.

     PULL BACK to reveal ARCHER with DIETRICH HASSLER (45) -- an
     illicit chemist recognizable from Castor's dossier.

     He holds up the steel TUBE Archer found on the roof.

                              ARCHER
                    And this thing can grow it?

                              DIETRICH
                    Yes.  Pollux bought one
                    along with the original
                    batch.  Obviously, he
                    found a way to make more.

                              ARCHER
                    Why would he need more?

                              DIETRICH
                    He's your brother, you
                    figure it out.  Maybe he
                    made another bomb.

                              ARCHER
                        (realizes)
                    Or reactivated the first one.

                              DIETRICH
                    Right ... like Jon Archer
                    would ever let that happen.


     INT.  ARCHER'S NSA OFFICE -- DAY

     CASTOR is alone -- staring blankly at POLLUX'S image on his
     computer monitor.  Ironically, he has been encoded as
     "Castor's" latest victim.  LAZARRO pops her head in the door.

                              LAZARRO
                    I just heard about Castor's
                    fratricide -- rather poetic,
                    don't you think?

                              CASTOR
                    What is it, Admiral?
                    I'm under the gun here.

                              LAZARRO
                    I just thought that --
                    under the circumstances
                    -- you might want to
                    postpone the meeting
                    with the station chiefs.

                              CASTOR
                    No.  Most of them are in
                    transit by now.  I'm heading
                    over to the hotel to
                    personally oversee security.

                              LAZARRO
                    Okay, then.  I leave
                    it in your able hands.

     Lazarro exits.  CASTOR picks up the framed photo of EVE and
     JAMIE -- staring at it with unbridled hatred.

                              CASTOR
                    My able hands.

     Fury rising, he crumples the frame -- and the photo -- in
     his clenching grip.  He hurls it, choking back his rage.


     EXT.  NEW ST. MARKS -- DAY (ESTABLISHING)

     A tower with a dramatic REVOLVING RESTAURANT on its roof.


     INT.  SERVICE ROOM -- DAY

     CASTOR wires the BIO-BOMB into the climate control system.

                              CASTOR
                    For you, bro.

     He hits the ACTIVATION switch.  The bomb WHIRS to life.


     INT.  CAR WASH -- DAY

     Two SFPD COPS watch from the PICTURE-WINDOW as their car is
     pulled through.  It disappears into SOAP CYCLE.

     SOAP sprays everywhere -- coating the observation windows,
     obscuring the Cops' view of their car.

                              COP
                    Crap, I wanted hot wax.

     The soap ceases.  The Cops gawk -- their car is GONE.


     EXT.  COP CAR -- MOVING -- DAY

     The squad car's windshield wipers whisk away the beaded
     water -- revealing ARCHER behind the wheel.

     INSIDE

     ARCHER hits a switch -- the car's tinted windows DARKEN
     automatically, obscuring him from the outside.


     EXT.  STREET -- DAY

     ARCHER slows the squad car.

     UP AHEAD:  Parked cop cars block both lanes of the main road
     -- a ROAD-BLOCK check-point for all traffic.

     ARCHER pulls off the road, out of sight.  He flips open the
     portacomp and starts to type rapidly.

     ON SCREEN -- the computer registers a PRIORITY ALERT from
     Commander Jon Archer.


     INT.  NSA -- DAY

     A Dispatcher's SCANNER clicks to life.

                              DISPATCHER
                    All units.  I have a confirmed
                    code zero-zero priority alert.
                    Proceed at once to Army Street
                    Terminal.  That's Army at Third.

     QUICK SHOTS:

     NSA MOTORPOOL -- TAC SQUADS pile into armored jeeps.
     HELIPORT -- CHOPPERS lift off and veer east.
     ARCHER'S HOUSE -- The surveillance cars roar away.


     EXT.  ROADBLOCK -- DAY

     ARCHER watches as the checkpoint of COP CARS pulls apart and
     screams east on the main road -- passing Archer.  Once the
     armada is gone, he pulls out and heads west.


     INT.  NSA -- DAY

     CASTOR arrives.  He bumps into Wanda -- she's shocked.

                              WANDA
                    Commander, what are you
                    doing here?

                              CASTOR
                    Where should I be?
                        (looks around)
                    Where's everyone else?

                              WANDA
                    Backing you up!  Didn't
                    you track Castor to the
                    Army Street Terminal?

                              CASTOR
                    What?

                              WANDA
                    It was confirmed by your
                    personal security code.
                    Nobody knows that code
                    but you!

                              CASTOR
                    Obviously someone else
                    knows it!  Get everybody
                    back to their posts -- NOW!


     INT.  ARCHER HOME -- SUNSET

     ARCHER tiptoes through the house -- listening.  He hears
     WATER RUNNING upstairs.

     MASTER BEDROOM -- CONTINUOUS

     ARCHER walks in and steps toward the bathroom -- passing the
     bed.  He stops.  On top of the rumpled covers:  Eve's
     nightgown and a pair of Castor's black mesh briefs.

     Overwhelmed, he sits down -- not noticing the water has
     stopped.  Eve steps in from the bathroom.

                              ARCHER
                    Eve ...

     The look of horror on her face snaps him back to reality.
     She runs, but Archer grabs her.  She struggles -- fighting
     and kicking him -- but somehow he keeps her mouth covered.

                              ARCHER (cont'd)
                    I'm not going to hurt you.
                    Just don't scream, okay?
                        (no response)
                    Okay?

     She finally nods and he eases off her.  Her face betrays her
     utter fear -- and her building anger.

                              EVE
                    I know you -- you're the
                    one who called.  You're
                    Castor Troy.  You killed
                    my son --

                              ARCHER
                    -- I called, but I'm not
                    Castor.  I'm your husband.

     ARCHER holds onto her as she struggles again.

                              ARCHER (cont'd)
                    This time you're going
                    to listen.  Last week --
                    we were in bed -- we had a
                    fight after you touched my scar.
                    I told you I had to go away.
                        (a beat)
                    My assignment -- Jon
                    Archer's assignment --
                    was to enter a federal
                    prison as Castor Troy.

     EVE is startled by this intimate information but she reveals
     nothing.  SIRENS approach the house, the cops are returning.
     She keeps an eye on the door.  Playing for time.

                              EVE
                    How did he expect to
                    do that?

                              ARCHER
                    An NSA surgeon gave me
                    Castor's face.  He handled the
                    transplant, the vocal implant,
                    everything.  But somehow
                    Castor came out of his coma
                    -- and killed everyone who
                    knew about the mission.
                    But not before he was
                    transformed into me.

     The front DOOR clicks open.  A voice booms out.

                              COPS (o.s.)
                    Dr. Archer, are you okay?

                              ARCHER
                    If you need hard evidence,
                    get it.  Your husband's
                    blood type is O negative.
                    Castor's is AB.

     Archer glances at the balcony -- but doesn't budge as
     FOOTSTEPS clomp up the stairs.  Eve is about to answer -- or
     scream.  But then ...

                              ARCHER
                    Remember the parachute
                    dream?  I'm falling, Eve,
                    and I need your help ...

     The blood drains from her face as ... ARCHER slips over the
     balcony and disappears.


     INT.  ARCHER HOME OFFICE -- LATER -- NIGHT

     EVE pauses at the door and peers in.

     IT'S A MESS ... legal pads, cappuccino cups with cigarette
     butts, diskettes marked NSA CLASSIFIED scattered everywhere.
     Funny, the office never looked this disorganized.  Ever.

     Eve sifts through the paperwork.  Finds a legal pad with
     with NUMBERS in dollars corresponding to abbreviations:
     HCMC ... N ... HK ... SD.


     EXT.  ARCHER HOME -- NIGHT

     CASTOR pulls up, tiredly smoking a cigarette.  Sees Cops
     hanging around, keeping watch.  Notices something.

                              CASTOR
                    Hey -- keep off the lawn.

     INTERCUT:  CASTOR AND EVE

     EVE is at the computer work-station, scrolling through
     NSA organizational schematics ... charts & graphs ... dry
     bureaucratic verbiage ... gibberish to her.

     Frustrated, she hits Escape ... the system resets to PROGRAM
     MANAGER.  And suddenly -- a connection.

     THE SCREEN has reset to its SUB-DIRECTORIES:  Ho Chi Minh
     City ... Nandi ... Acapulco ... Santiago.  12 in all.

     STAIRCASE:  CASTOR trudges upstairs.

     EVE at the work-station.  Concentrating.  Oblivious.

     CASTOR peers in the bedroom -- nobody there.

     EVE looks up.  Did she hear something?

     CASTOR hustles down the hall and pushes open the office
     door.  On edge, he draws his pistol.  His hand touches the
     door knob as ...

     EVE concentrates on the computer.  Suddenly, CASTOR is there.

                              CASTOR
                    What are you doing?

                              EVE
                    -- Studying.

     Suspicious, Castor swivels around the monitor -- and sees a
     hi-definition CD-ROM of the human vascular system.

                              EVE (cont'd)
                    You scared me half to death.

                              CASTOR
                    Baby, I'm working on some
                    very sensitive documents
                    here.  If you don't mind
                    -- use the laptop.

     Eve silently assents, quickly heading for the door, but
     Castor stops her.

                              CASTOR (cont'd)
                    What's wrong?

                              EVE
                    Nothing.

                              CASTOR
                    I disagree.
                        (a beat)
                    You think I've been acting
                    strange.  Like a completely
                    different person.

                              EVE
                    -- Yes.

                              CASTOR
                    Okay, I have a confession
                    to make.  But you aren't
                    going to like it.

     CASTOR wraps his hands dangerously around her slender neck.

                              CASTOR (cont'd)
                    I read your diary.  I've
                    been trying to change
                    -- I'm trying to be the
                    man you want me to be.

     EVE reacts to the explanation.  There is a logic to it.

                              CASTOR (cont'd)
                    You forgive me, don't you?

                              EVE
                    -- Of course I do.


     INT.  ARCHER'S BEDROOM -- NIGHT

     Castor and Eve slumber peacefully.  Then -- EVE'S EYES
     slowly open.  Quietly, she turns and spoons into Castor.

     Eve starts rubbing his shoulders.  Castor responds but doesn't
     wake as EVE'S FIST opens up -- revealing a tiny LANCET.

     With frightened eyes, she presses the needle to his flesh,
     about to sink it -- but he stirs.  She kisses him tenderly
     as he falls back asleep.

     Eve takes a deep breath and carefully pricks Castor --
     DRAWING BLOOD.  An instant later -- the lancet is out.


     INT.  HOSPITAL -- NIGHT

     Nothing happening here at 4 AM.  Nothing indeed.


     INT.  HOSPITAL -- LAB -- NIGHT

     EVE paces anxiously as the blood-analyzer clicks away.

                              EVE
                    Please be O-neg.  Please ...

     The machine stops clicking.  It reads MALE -- TYPE AB.  She
     buries her face in her hands -- completely stunned.

                              ARCHER (o.s.)
                    Thanks for believing me.

     ARCHER emerges from the darkness of her office -- but EVE
     pulls a pistol -- aiming it with calm authority.

                              ARCHER (cont'd)
                    What are you doing?  Where
                    did you get that gun?

                              EVE
                    I took it from my fake husband.

                              ARCHER
                    Why point it at me?  I'm
                    the real thing.

                              EVE
                    I don't know that.  Maybe
                    Jon's already dead.

                              ARCHER
                    What more proof do you need?

                              EVE
                    Tell me what happened on
                    April 9th -- 13 years ago.

     Archer looks blank.  April 9th?  13 years ago?

                              ARCHER
                    It was my first real date ...
                    I borrowed my dad's car and
                    took her out for ribs -- not
                    knowing she was a vegan.
                    To make it worse, she broke
                    her tooth on a pebble that
                    somehow got into her salad
                    -- and we drove around all
                    night, looking for a dentist.
                    I thought the date was a total
                    botch -- but she kissed me.
                    Even though it must have hurt --
                    she leaned over, ice-pack on her
                    cheek, and kissed me goodnight.
                        (smiles)
                    She still has that pebble
                    in the top drawer of her
                    jewelry box.  And I think
                    it still hurts her sometimes
                    -- to kiss me.

     EVE looks into his eyes -- searching beyond their color.
     Then she puts the gun down, fighting off tears.

                              EVE
                    Christ, Jon!  How could
                    you do this to yourself?
                    How could you do this to us?
                        (quietly)
                    Do you know -- do you know
                    what he did to me ...?

                              ARCHER
                    Whatever happened, whatever
                    he did -- I know it's my
                    fault and I know I can never
                    make it up to you --

     She pulls herself together -- regaining her composure.

                              EVE
                    But you're damn well
                    going to try.


     INT.  EVE'S OFFICE -- LATER -- NIGHT

     Eve clicks on the light, then produces some xeroxed
     documents.  Archer quickly scrutinizes them.

                              EVE
                    He freaked out when he
                    thought I had seen this
                    stuff.  I think it's a
                    list of cities -- Santiago,
                    Ho Chi Minh City, Nandi ...

                              ARCHER
                    Our Pacific Rim stations.
                    These numbers must be bounties.
                    Castor's not wasting any time.

                              EVE
                    What do you mean?

                              ARCHER
                    He's going to kill off our
                    bureau chiefs -- one-by-one.

                              EVE
                    -- Or maybe all at once.
                        (off his reaction)
                    There's a get-together
                    tonight at New St. Marks.
                    For all the bureau chiefs
                    and their families.  He's
                    insisted Jamie and I be
                    there too.

     A sinking feeling hits Archer.

                              ARCHER
                    You can't go.  You can't be
                    anywhere near that place.

                              EVE
                    Jon, what is it?

                              ARCHER
                    The bomb.  He's reactivated
                    it.  And everyone there is
                    going to die.

                              EVE
                    Can't we call someone?
                    Admiral Lazarro?

                              ARCHER
                    I know Lazarro -- the first
                    person she'd call is "me."
                    We can't take the chance of
                    tipping Castor off.

                              EVE
                    Jon, if I'm not there, he
                    will be tipped off.  I'll
                    get rid of Jamie -- but you
                    and I are in this together.

                              ARCHER
                    Eve ...

     She kisses the face of the man who killed her son -- now her
     husband's face.  She is resolute.

                              EVE
                    Now -- what do we do?


     INT.  ARCHER HOME -- MORNING

     Castor comes downstairs, rubbing his "stung" shoulder.

                              CASTOR
                    Where's my wife?

                              LARS
                    She went to the hospital
                    last night -- she was on
                    call.  Didn't you know?

                              CASTOR
                    Find her -- and watch
                    her like a hawk.


     EXT.  NEW ST. MARKS HOTEL -- ENTRANCE AREA -- DAY

     Business as usual -- except for the SFPD and the NSA
     SECURITY TEAM keeping a discreet watch.

     PULL BACK:  ACROSS THE STREET

     ARCHER checks out the NSA Security Team;  there's no way
     he's getting in there.  Then he sees --

     DELIVERY TRUCKS turning down the ramp beneath the hotel --
     into the basement loading dock.


     EXT.  ARCHER HOME -- DAY

     Dressed in a gown, Eve joins Castor at the waiting limo.

                              CASTOR
                    Where's Jamie?

                              EVE
                    That's what I'd like to
                    know.  She stole fifty
                    dollars from my purse
                    and took off.

     CASTOR'S eyes narrow -- trying to read Eve.

                              EVE (cont'd)
                    Don't act so stunned, Jon.
                    As if you don't know how
                    impossible it is to get
                    that girl into a dress.

                              CASTOR
                    I'll deal with her later.

                              EVE
                    Good.  Because I'm fed up.

     She leads him into the limo without hesitation.


     EXT.  LIMO -- MOVING -- DAY

     Castor and Eve's limo picks its way through traffic.

     ALONGSIDE

     rumbles a refrigerator TRUCK from "Bay Gourmet," Inc.

     FOLLOW both vehicles as they turn into the driveway of ...


     EXT.  NEW ST. MARKS HOTEL -- DAY

     A high-rise tower with a "flying saucer"-shaped restaurant
     set atop -- the revolving garden restaurant.

     CASTOR'S LIMO turns into the circle.

     THE BAY GOURMET TRUCK continues into the underground garage.


     INT.  LOADING DOCK -- DAY

     NSA AGENTS poke around the truck as Workers unload icy-fresh
     seafood crates -- onto long metal "roller belts."


     EXT.  HOTEL -- DAY

     CASTOR and EVE exit the limo -- and greet arriving GUESTS.


     INT.  REFRIGERATOR ROOM -- CONTINUOUS

     The fish, shrimp and caviar are stowed.  The door shuts.

     A MOMENT LATER -- in the largest crate -- a big black sea-
     bass starts to quiver.  This sea-food really is fresh.  Then
     a hand pushes the fish aside.

     ARCHER emerges from beneath the ice and dozens of whole fish
     carcasses.  Freezing, he sniffs himself and heads for the door.


     INT.  LOBBY -- DAY

     CASTOR, EVE and other guests head into the OUTDOOR ELEVATOR
     -- flanked by NSA security agents.  EVE checks her watch.


     INT.  HOTEL KITCHEN -- DAY

     Kitchen workers load pre-prepared food onto the FREIGHT
     ELEVATOR and hit UP.


     INT.  SHAFT -- DAY

     ARCHER squats on the roof of the small freight cabin as it
     ascends.  He's cramped into the small space.


     INT.  REVOLVING RESTAURANT -- DAY

     DING!  The main elevator opens -- CASTOR and EVE are greeted
     by more NSA security agents -- and a round of APPLAUSE from
     the gathered BUREAU CHIEFS and their FAMILIES.

     Behind them, a spectacular SUNSET.


     INT.  SERVICE CORRIDOR

     DING!  The FREIGHT ELEVATOR opens up -- hotel staff unload
     it into the rooftop kitchen.

     An NSA Security Agent climbs into the freight elevator and
     pushes up the CEILING HATCH.

     INSIDE THE SHAFT

     The Agent scans around.  Empty.

     THE AGENT

     hits down.  The elevator descends.


     INT.  SHAFT

     Below, ARCHER presses himself against the shaft wall as the
     elevator drops behind him.  He crawls into an ACCESS HATCH.


     INT.  MAINTENANCE SHAFT -- DAY

     Cramped, noisy and crowded with AUTOMATED WINDOW-WASHING
     DRONES.  Crawling, Archer makes his way to an APERTURE in
     the outside wall.

     A DRONE creeps past Archer as it's fed out onto the EXTERIOR
     TRACK.  Archer takes a deep breath -- then grabs hold of it.


     EXT.  HOTEL -- DAY

     Straining, the DRONE continues out of the shaft and UP the
     side of the building.

     ARCHER hangs on to the DRONE as it ascends -- finally
     pulling him OFF the narrow ledge and upward -- toward the
     restaurant level.


     INT.  RESTAURANT -- DAY

     Chatting with the bureau chiefs and their wives, EVE turns
     from Wanda to CASTOR.

                              EVE
                    I'm going to the powder
                    room.

                              CASTOR
                    Sure, baby -- go anywhere
                    you want.
                        (gestures to Lars)
                    But I have to give you
                    an escort.  Security
                    reasons.

     Eve, burying her concern, is forced to follow.


     EXT.  HOTEL -- DAY

     ARCHER hangs from the DRONE.  Reflexively, he looks down.

     INSTANT VERTIGO -- a huge drop.

     ARCHER regains control.  He forces himself to look UP --
     at a WARNING LABEL on the drone:  "Not For Human Transport."


     INT.  POWDER ROOM -- DAY

     LARS inspects the plush ladies room.  Satisfied, he pushes
     past Eve with barely-disguised contempt.

     EVE shuts the door and hurries to the window.  She sees:

     INTERCUT:  ARCHER

     He clings to the straining, short-circuiting DRONE,
     ascending toward her.

     THE DRONE'S cover starts to CRACK under Archer's weight.  He
     can just see EVE in the window -- as he rises.

     EVE pulls the surgical laser BONE-SAW from her purse and
     sparks it up.

     ARCHER'S coming fast.  The timing must be perfect.

     EVE scores the perimeter of the plexiglass window.

     IN THE CORRIDOR

     Impatient, LARS pushes open the door.

                              LARS
                    What's taking so long?

     IN THE RESTROOM

     Lars bursts in, scanning the room.  When he heads toward the
     window, Eve blocks his view by banging on the tampon machine
     -- as if it just ate all her change.

                              EVE
                    Got a quarter?

     Uncomfortable, LARS fishes into his pocket for two-bits,
     then beats a hasty retreat.  An instant later --

     EVE lasers the last section of the window.

     ARCHER grinds past, the DRONE breaking away from its track.

     EVE stands back as ARCHER kicks in the window -- it CRACKS
     along its scoring -- but doesn't give.

     The DRONE breaks off the track and free-falls ... just as ...

     ARCHER kicks again -- the window pops in.  ARCHER dangles,
     half-in, half-out.  EVE rushes over -- pulling him in.


     INT.  CORRIDOR -- NIGHT

     EVE exits the rest room.  Lars studies her flushed, agitated
     face -- as they return to the restaurant.


     INT.  RESTAURANT -- NIGHT

     EVE watches as LARS whispers into CASTOR'S ear.  She heads
     for the band-riser and grabs the microphone.

                              EVE
                    Ladies and gentlemen, friends,
                    I know this is primarily a
                    business gathering ... but I'd
                    like to take this opportunity
                    to tell my husband how proud
                    I am of him ... and how much
                    I love him.

     EVE nods to the bandleader;  the band strikes up a 90's
     golden oldie.  She hustles Castor onto the dance floor.

     THE ROMANTIC SCENE draws the milling guests and agents in
     from the corridor -- allowing ARCHER to make it from the
     restroom into the adjoining STAIRWAY.

     ON THE DANCE FLOOR

     EVE and CASTOR slow dance to Madonna's "Thief of Hearts."

                              EVE
                    Remember this from our
                    junior prom?  Boy, were
                    you ever mad for Madonna.

                              CASTOR
                    Back then -- who wasn't?

                              EVE
                    Wait a second -- you hated
                    Madonna.  Didn't you?

     He kisses her neck playfully.  Eve swallows her repulsion.


     INT.  OFFICE SUITES -- NIGHT

     ARCHER silently picks his way through the deserted office.
     he goes into the adjoining --

     MAINTENANCE ROOM

     ARCHER traces the twisted phalanx of climate-control ducts
     until he sees a RED GLOW.   He pushes the ducts aside to
     reveal the BOMB.  As he steps toward it -- a HULKING SHADOW
     wraps around the wall -- coming toward him.


     INT.  REVOLVING RESTAURANT -- DANCE FLOOR -- NIGHT

     More couples dance alongside Eve and Castor.

                              CASTOR
                        (notices something)
                    Well well.  Here's a surprise.

     EVE turns -- and goes pale.  To her horror --

     JAMIE stands there.  Looking every inch a young lady, she
     floats toward them in her formal gown.

     CASTOR looks into Eve's face -- and he UNDERSTANDS.  She is
     too stunned to react as Castor gives Jamie a big hug.

                              CASTOR
                    There's my little darling.
                        (while looking at Eve)
                    The night wouldn't be
                    complete without you.

                              JAMIE
                    Yeah, mom cut me some slack
                    -- but I decided ... I'd
                    like to be here for you.
                        (produces cash)
                    Here, mom.  You can have
                    it back.  Thanks, though.

     EVE is too stunned to react, so Castor pockets the money.

                              CASTOR
                    Jamie, have you met
                    Ensign Mancini?

     CASTOR passes Jamie off to a young naval CADET, then turns
     to EVE.  She glances furtively around -- searching for a
     solution -- as Castor closes in and speaks quietly.

                              CASTOR (cont'd)
                    Keep your mouth shut and
                    follow me -- or she dies.
                    Right now.


     INT.  STAIRS -- NIGHT

     Alone, CASTOR muscles EVE up the stairs.

                              CASTOR
                    Too bad.  Part of me was
                    hoping you didn't know.
                    Guess which part.


     INT.  OFFICE SUITE -- NIGHT

     CASTOR pushes EVE to the floor.  To her shock, ARCHER is
     beside her, the twins' gun to his head.

                              CASTOR
                    Did you really think it would
                    be that easy, you dumb fucks?
                    I knew you'd make your move --
                    all I had to do was wait.
                        (a beat)
                    Here's tomorrow's front page:
                    In a suicide attack, Castor
                    Troy -- that's you, Jon --
                    eluded hotel security and
                    detonated a biological bomb,
                    killing dozens of NSA agents
                    and their families -- including
                    my beloved wife and daughter.
                        (a beat)
                    -- And the last three people
                    who could expose me are dead.

     Playing for time, Archer scans the room and sees the TABLE
     LAMP nearby -- the only light burning in the suite -- and
     his only chance.

                              ARCHER
                    This is between you and me.
                    Leave my family out of this.

     ARCHER looks at EVE.  She glances down to her purse, spilled
     out below her ... her hand hiding the laser BONE-SAW.
     Archer and Eve share the thinnest, most desperate of smiles.

                              CASTOR
                    It was between you and me --
                    but you couldn't let it go.
                        (cocks pistol)
                    Even your son -- that wasn't
                    supposed to happen.  Not
                    that I was sorry to see the
                    little bastard go ...

     ARCHER'S heard enough.  He uncoils -- slapping CASTOR'S hand
     away just as --

     EVE lashes out with the now-blazing BONE-SAW -- tearing
     through LARS'S femur.

     LARS pitches over, screaming, grabbing his stump.

     ARCHER scoops up LARS'S PISTOL as he topples the lamp.
     Sudden darkness is illuminated by staccato flashes as the
     room erupts in gunfire.

                              ARCHER
                    Go -- get help!

     EVE crawls through the fusillade and out of the office.

     ARCHER blasts, his shots chasing CASTOR as --

     LUNT charges at ARCHER from the darkness.

     ARCHER turns, fires, ducks as --

     LUNT -- riddled -- sails over ARCHER and smashes through the
     window, plunging into the abyss.

     ARCHER scans for CASTOR in the darkened office -- he's gone.


     INT.  RESTAURANT -- NIGHT

     Reacting to the gunfire, the Security Team mobilizes ...
     when EVE runs smack into Wanda and Buzz.

                              WANDA
                    We heard gunshots --
                    where's the Commander?

                              EVE
                    Wanda, I've got to tell you
                    something.  Something crazy ...


     INT.  CLIMATE CONTROL -- NIGHT

     ARCHER rushes in from the office, picks his way past the
     SKYLIGHT over the Atrium and finds the BOMB.

     THE LED counts down ... 24-23-22.

     ARCHER carefully grabs the GLASS GLOBE and starts to unscrew
     it from its base.  10-9-8 ...

     ARCHER pulls the globe free -- but it trails a ceramic
     DETONATOR mount.  The LED hits 00:00.

     CIRCUITS break as the electrical charge SOARS through the
     machine.  ARCHER wraps his hand over the detonator as a
     storm of SPARKS volcano up through the base, searching.

     The SPARKS silently recede.  The bomb is dead.

                              CASTOR (o.s.)
                    Not bad.

     Still cradling the bomb, ARCHER sees a bloody CASTOR
     watching him from the hatch.

                              CASTOR (cont'd)
                    All you've done is postpone
                    the inevitable.

                              ARCHER
                    Kill me -- and you kill
                    yourself.

     ARCHER squeezes the globe -- just enough to cause a CRACK.

                              CASTOR
                    What -- what are you doing?

                              ARCHER
                    Vacuum-sealed globe ...
                    shouldn't take long.

     The crack SPIDER-WEBS through the globe.

                              ARCHER (cont'd)
                    Running out of time, Castor.
                    Put down the gun and I'll
                    neutralize it.

     ARCHER shows CASTOR the FAIL-SAFE jet built into the globe.

                              CASTOR
                    Do it and your daughter lives.

     ARCHER just smiles.  Castor has no leverage at all.

     THE CRACKS multiply, covering the globe like veins.

     CASTOR drops the gun.  ARCHER triggers the JET.

     THERE'S AN INJECTION into the globe just as --

     BOOM!  The globe implodes, then explodes, filling the room
     with deadly gas.  ARCHER and CASTOR stare at each other.

                              CASTOR (cont'd)
                    Did you neutralize
                    it in time?

                              ARCHER
                    I don't know.  How long
                    before it kills us?

                              CASTOR
                    Five seconds.

     They wait ... the seconds pounding down like thunder.
     Three, four ... five.  Then six and seven.

     ARCHER and CASTOR smile, inhaling deeply.  This is the way
     it should be.

     Then CASTOR goes for his pistol -- ARCHER lunges and --


     INT.  ATRIUM -- NIGHT

     The skylight EXPLODES downward as ARCHER and CASTOR crash
     through it -- still entangled.

     THE MEN collapse hard.  THE GUN clatters across the terrace
     toward the planter of trees.

     ARCHER AND CASTOR brutally strangle each other -- digging
     their fingers deep into their throats.  They throttle each
     other so hard, their LARYNX VOCAL CHIPS are dislodged.

     THEIR VOICES change, echoing with garbled, robotic static.

                              ARCHER
                    Give up, Castor.  People
                    are going to find out.

                              CASTOR
                    Not if I kill you first ...

     They scramble for the gun -- but A HAND reaches out from the
     Juniper trees and picks it up.  Archer and Castor stop dead
     in their tracks because -- JAMIE APPEARS, holding the pistol.

                              CASTOR (cont'd)
                    Give it here, Jamie.

                              ARCHER
                    No, Jamie.  Don't do it!

     Everybody gawks -- because ARCHER and CASTOR are now ...

     SPEAKING IN THEIR OWN TRUE VOICES

     And nobody is more confused than JAMIE:  the man who looks
     like her father sounds like Castor;  the man who looks like
     Castor sounds like her father.

                              ARCHER (cont'd)
                    Listen to my voice, Jamie.
                    I'm your father.

                              CASTOR
                    It's a trick, Jamie.
                    I'm your father.

     Jamie swings the pistol back and forth -- baffled.

                              CASTOR (cont'd)
                    Shoot him, Jamie.

                              ARCHER
                    Jamie ...

                              CASTOR
                    Shoot him!

     Jamie FIRES.  Archer collapses -- a slug in his shoulder.
     Castor snatches the pistol from Jamie's hand.

                              CASTOR (cont'd)
                    You idiot.  No kid of mine
                    would miss so badly.

     He aims the pistol at Archer's head.

                              WANDA (o.s.)
                    Hold it.

     WANDA AND BUZZ have burst onto the terrace -- their guns
     leveled.  Eve and the bureau chiefs are right behind.

                              CASTOR
                    Just saving the tax-payers
                    the cost of a trial.  So
                    take a hike.

                              BUZZ
                    What's the matter with
                    your voice, Commander?

                              CASTOR
                    Castor Troy almost strangled
                    me to death.  Where the hell
                    were you?

                              WANDA
                    You're both in custody until
                    there's a DNA fingerprinting
                    and we can prove who's who.
                    Now put the gun down.

                              CASTOR
                        (a beat)
                    You can't blame me for trying.

     He grabs JAMIE, shoves the gun under her chin -- and
     drags her onto --

     A GARDEN PATIO

     Using Jamie as a shield, CASTOR backs toward the private
     outdoor ELEVATOR ... ARCHER and the others following.

     JAMIE fumbles to pull something from her pocket as CASTOR
     elbows the DOWN button, then aims at the charging ARCHER.

                              CASTOR (cont'd)
                    Say goodbye to daddy.

     JAMIE whips out the BUTTERFLY KNIFE -- snaps it open
     expertly -- and sinks it into CASTOR'S thigh.  Jamie dives
     out of the elevator as its doors close.

                              CASTOR (o.s.)
                    You ungrateful delinquent!

                              JAMIE
                    Will someone PLEASE tell
                    me what's going on?

     But ARCHER just rushes past her and leaps --

     OVER THE RAIL

     ARCHER soars -- landing hard on the elevator roof.


     INT.  ELEVATOR -- DESCENDING -- NIGHT

     Wrapping his leg wound, CASTOR fumbles for his pistol as
     ARCHER kicks in the roof escape panel and drops inside.

     CASTOR gets off a wild shot as ARCHER grabs for the pistol.
     Boom!  Boom!  Boom!  More errant shots rip through the
     elevator roof.

     INSIDE THE SHAFT:  The slugs shred the heavy cables.

     INSIDE THE CAR:  The pistol drops as CASTOR tears at ARCHER'S
     face -- ripping the seam across his jawline.  Archer rips
     back at Castor.  But they both react in surprise when --

     INSIDE THE SHAFT:  The splitting cable SCREAMS.  The
     ELEVATOR CAR bangs back and forth as the cables give way.

     INSIDE THE CAR:  Archer and Castor are thrown around like
     limp rag dolls.


     INT.  LOBBY -- NIGHT

     The elevator CRASHES -- scattering the stunned guests.

     CASTOR pulls himself from the wreckage.  No sign of ARCHER.
     He spots his pistol lying in the debris.

     He reaches for it but recoils when a BLOODY HAND juts out of
     the twisted steel and tightens around the gun.  ARCHER --
     battered but intact -- rises slowly from the wreckage.

     CASTOR backs away and runs out of the lobby.


     EXT.  HOTEL -- NIGHT

     CASTOR limps out as a squad car roars up -- siren blaring.

                              CASTOR
                    Castor Troy's in there!
                    Move it or I'll have your
                    badges!

     The COPS rush to the entrance.  CASTOR jumps in their car.
     As soon as the cops blow into the hotel -- ARCHER darts out
     from behind the door.

     He reaches the curb just in time to see Castor's squad car
     screech out of the driveway.  ARCHER scans the street -- the
     only vehicle in sight is a Delivery Van.


     EXT.  STREETS -- NIGHT

     CASTOR tears down Marina Blvd.  Up ahead -- a BIG SAILBOAT
     being loaded onto a trailer blocks the road.

     He cuts the wheel hard.  The squad car jumps the curb --
     bounces down a grassy knoll -- until SMASH!

     The car plows into a sign that reads:  "EARTHQUAKE DAMAGE.
     KEEP OUT.  THROUGH TRAFFIC USE TRANS-BAY TUBE."

     Castor finds himself at the ...

     ENTRANCE TO THE (CLOSED) GOLDEN GATE BRIDGE

     CASTOR throws the transmission into reverse as HEADLIGHTS
     burst into view.  And behind the wheel -- JON ARCHER.

                              CASTOR
                    Shit.

     CASTOR jacks into drive.  The car shoots onto the bridge.


     EXT.  GOLDEN GATE BRIDGE -- NIGHT

     CASTOR weaves in and out of the cracked asphalt -- banging
     past steel cables and around rusted girders.

     ARCHER bulls his way through -- closing in.

     CASTOR suddenly drops back.  WHAM!  Sparks fly -- shredding
     metal as Castor rams the van.

     WHAM!  Archer returns the favor.

     THE VEHICLES SURGE FORWARD -- bashing each other to bits.
     Mufflers, fenders, bumpers and hubcaps tear off and scatter
     like shrapnel behind them.

     PICKING UP SPEED, the drivers are so utterly focused, so
     full of hatred -- they don't see what's looming up ahead ...

     A BIG CRANE sits on the right side of the bridge.

     ARCHER'S heading right for it.  He yanks the wheel and jumps
     the pedestrian walk -- clearing it -- almost ...

     A SWINGING CRANE HOOK catches the roof of the van.  It spins
     out and rams the opposite guardrail.

     THE RAILING buckles but holds.  Archer tries to restart the
     van when WHAM!  Castor backs right into him.  The railing
     snaps off and plunges into the abyss.

     ARCHER fires up the engine -- but gets no traction.  His
     rear wheels spin in the air -- suspended hundreds of feet
     above the bay.

     CASTOR wheels around and speeds forward for the kill.

     ARCHER kicks out the shattered windshield.

     CRUNCH!  The squad car slams into --

     THE VAN, sending it tumbling over the edge just as --

     ARCHER LEAPS out -- landing hard on the squad car hood.

     CASTOR swings the car wildly -- finally throwing Archer.
     Castor looks around -- can't see his enemy -- and decides to
     floor it.  He drives a short ways then ... SLAMS HIS BRAKES.

     Castor gets out of the car and walks a few feet.  He peers
     into the black night -- horrified because ...

     THERE IS NO MORE BRIDGE!

     Castor sizes up the thirty-foot gap -- then turns and ...

                              ARCHER (o.s.)
                    End of the road, Castor.

     CASTOR turns to find himself facing ARCHER.  Bruised,
     bloody, nearly unconscious, the lawman levels his pistol
     menacingly.  Castor raises his arms in surrender.

                              CASTOR
                    You won't shoot me, Jon
                    -- I'm unarmed.

     Archer hesitates -- his whole being in conflict.  Finally:

                              ARCHER
                    You're right.  I won't
                    shoot you.

     He lowers the pistol ... then gives in to the FEELING.

                              ARCHER (cont'd)
                    Not in the face anyway.

     ARCHER fires -- BOOM!  BOOM!  BOOM!  CASTOR jerks and reels
     back.  He drops to his knees and looks at Archer in total
     disbelief.  Then he sinks to the pavement and lies still.

     Exhausted, ARCHER lets the pistol drop.

     BEHIND HIM -- SQUAD CARS close in.  Relieved, he turns back
     to Castor but -- CASTOR'S BODY IS GONE!

     ARCHER desperately follows a trail of blood and finds CASTOR
     dragging himself over the edge of the bridge gap.

     ARCHER leaps and snags CASTOR'S hand just as he falls.

     ARCHER struggles to hang on as CASTOR looks up and smiles --
     his weight pulling ARCHER into the chasm.

     He strains and somehow pulls CASTOR back onto the
     bridge.  ARCHER collapses, gasping, on top of CASTOR.

     WANDA and BUZZ rush up.

                              BUZZ
                    You okay, Commander?

                              ARCHER
                    What did you call me?

                              WANDA
                    He called you "commander,"
                    Commander.

     ARCHER attempts a smile -- then sags to the ground.

     LATER -- ON THE BRIDGE

     Sealed-off crime scene;  an NSA ambulance loads CASTOR;
     ARCHER'S on a gurney right behind.

                              ARCHER
                    How is he?

                              EVE
                    No life signs at all.
                    He's a turnip.

                              ARCHER
                    That's what they always say.

     Eve tries to climb into the ambulance.  Wanda stops her.

                              WANDA
                    We'll take him from here.

                              EVE
                    But he's my husband.

                              WANDA
                    But he works for us.

     ARCHER'S loaded -- Eve hands onto his fingers until the very
     last moment.  Eye-contact:  tired, relieved.  The door
     SHUTS and the ambulance takes off -- leaving Eve behind.


     INT.  ARCHER'S HOUSE -- DAY

     Maybe days, maybe weeks later -- no way to tell.  EVE is
     at the dining room table, catching up on medical reports.

     Sensing something, she looks up and sees a SILHOUETTE at
     the front screen-door -- a MAN'S silhouette.

                              ARCHER'S VOICE
                    Hello, Eve.

     Pulse pounding, EVE frantically pushes open the door to
     glimpse the face of the man with ARCHER'S voice.

     IT'S JON ARCHER

     EVE stares -- then touches his face carefully, tenderly --
     searching for a clue, a FEELING that will reveal the truth.

                              EVE
                    I started wondering -- if
                    you couldn't switch back --
                    would it make a difference?

                              ARCHER
                    Would it?

                              EVE
                    Damn right.

     EVE pulls him tight -- holding on for dear life.

                              JAMIE (o.s.)
                    Dad?

     JAMIE is there.  ARCHER smiles -- gently, almost sadly --
     with a softness and genuineness that Castor Troy could never
     feel, could never fake.

     She rushes to him.  The whole family hangs on, hugging and
     kissing -- for the first time ever, really TOGETHER.

     DISSOLVE TO:

     INT.  ARCHER HOME -- NIGHT

     Midnight.  JAMIE sleeps peacefully.

     Likewise EVE ... until something rouses her.  Waking, she
     sees ARCHER isn't there ... then hears something.  Looking
     out the window, she sees --

     IN THE DRIVEWAY

     ARCHER takes aim at the basket.  He buries a free throw,
     making it look easy.  His shooting style is chillingly
     familiar ... or was it just a lucky shot?


     FADE OUT ...



   
