INDEPENDENCE DAY


Dean Devlin & Roland Emmerich



	AN AMERICAN FLAG

	Oddly still, posted in gray dusty sand.

	WIDEN TO REVEAL:

	EXT. LUNAR SURFACE - THE MOON

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

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

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

							CUT TO:

	EXT. NEW MEXICO - RADIO TELESCOPE VALLEY - NIGHT

	A field of large satellite dishes scan the skies.

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

	INT. INSTITUTE - MONITORING CONTROL CENTER - SAME

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

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

	INT. SLEEPING QUARTERS - SAME

	Sleepily a SUPERVISOR picks up the phone.

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

	INT. CONTROL CENTER - SAME

				TECH ONE
		Shut up and listen.

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

	INT. SLEEPING QUARTERS - SAME

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

	INT. CONTROL CENTER - MOMENTS LATER

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

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

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

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

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

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

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

	Tech Three slides over to another computer.

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

				TECH THREE
		This can't be right.

	Tech Three just stares at his screen in disbelief.

				SUPERVISOR
		What's wrong?

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

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

							CUT TO:

	INT. HALLWAY - PENTAGON - SAME

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

				GENERAL GREY
		Who else knows about this?

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

	The General shoots him a disapproving glance.

				COMMANDING OFFICER
		Excuse me, Sir.

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

	INT. SPACE COMMAND - THE PENTAGON - CONTINUOUS

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

	Super: SPACE COMMAND - THE PENTAGON

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

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

				GENERAL GREY
		Looks like a big turd.

	The two Officers exchange a glance.

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

	The General turns to the Second Officer, concerned.

				GENERAL GREY
		A meteor?

				SECOND OFFICER
		No Sir.  Definitely not.

				GENERAL GREY
		How do you know?

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

				GENERAL GREY
		It's doing what?

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

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

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

							CUT TO:

	INT. WHITMORE'S BEDROOM - FRE-DAWN

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

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

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

				WHITMORE
		Hi honey.  What time is it there?

	INT. HOTEL ROOM - NIGHT

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

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

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

				MARGARET
			(smiles)
		Liar.

	INT. WHITMORE BEDROOM - SAME

	Whitmore sits up.

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

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

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

				WHITMORE
		Of course not.

	The little girl stirs awake, looks up.

				PATRICIA
		Mommy?

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

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

	T.V. - NEWS PROGRAM

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

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

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

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

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

				PATRICIA
			(into phone)
		Daddy let me watch Letterman.

				WHITMORE
			Traitor.

	Whitmore exits the room.

	INT. HALLWAY - CONTINUOUS

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

				SECURITY GUARD
		Good morning, Mr. President.

				WHITMORE
		Good morning, George.

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

	INT. BREAKFAST TABLE - CONTINUOUS

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

				WHITMORE
		You're up early this morning,
		Connie.

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

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

				WHITMORE
		Clever.

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

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

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

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

				WHITMORE
		You see, substance at last.

	An AIDE appears at the doorway.

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

	Whitmore goes to the phone, picks it up.

				WHITMORE
		Yes?  Say that again?

							CUT TO:

	AN OLD RUSSIAN SATELLITE

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

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

	NEW YORK SKYLINE - EARLY MORNING

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

	EXT. CLIFFSIDE PARK - NEW JERSEY - MORNING

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

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

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

				DAVID
		I'm thinking.

				MOISHE
		So think already.

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

				MOISHE
		Again he's thinking.

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

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

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

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

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

				DAVID
		Dad, don't start.

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

				DAVID
		Three years.

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

	Moishe takes a big puff on the cigar and coughs.

				DAVID
		Look who's talking healthy.

	Suddenly David's beeper goes off.

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

	David moves his queen.

				DAVID
		Checkmate.  See you tomorrow, Dad.

	He gives his father a quick kiss and hurries away.

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

							CUT TO:

	EXT. NEW YORK CITY STREETS - MINUTES LATER

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

	INT. COMPACT CABLE OFFICES - LATER

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

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

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

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

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

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

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

				DAVID
		What the hell is this?

				MARTY
		So sue me.

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

	INT. TRANSMISSION FEED - CONTINUOUS

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

				DAVID
		Did you try to switch to
		transponder channels?

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

	David examines the readouts, puzzled.

				DAVID
		Let's retrofit the dish to another
		satellite.

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

	David looks up, puzzled.

				DAVID
		That's impossible.

							CUT TO:

	A TELEVISION SET

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

							WIDEN TO REVEAL:

	INT. MOBILE HOME - DAY

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

				MIGUEL
		Stop it.

				TROY
		It's all fuzzy.

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

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

				TROY
		I don't need it.

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

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

	EXT. TRAILER PARK - SAME - MORNING

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

	INT. BRENNON MOBILE HOME - SAME

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

				MIGUEL
		Morning, Lucas.

	Lucas holds a bowl full of rotted vegetables.

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

	Unceremoniously, he dumps them at Miguel's feet.

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

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

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

	Troy SMACKS the television again.

				MIGUEL
		Troy, stop it!  I swear to God!

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

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

				MIGUEL
		Stop it, Troy!  I swear to God!

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

							CUT TO:

	EXT. SPACE - THE ORBIT - SAME

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

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

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

							CUT TO:

	INT. WHITE HOUSE - BASEMENT CORRIDORS - DAY

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

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

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

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

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

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

	Constance escapes into the elevator, turns around.

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

				AIDE #1
		In a second!

				AIDE #2
		Absolutely.

	Before she can retort, the elevator doors close.

	INT. OVAL OFFICE - WIDE SHOT - SAME

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

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

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

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

	Just then the door opens and Constance enters.

				PRESIDENT WHITMORE
		What's the damage?

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

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

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

				CONSTANCE
		Isn't that a little premature?

				NIMZIKI
		I don't think so.

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

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

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

				NIMZIKI
		Well that's good news.

				COMMANDING OFFICER
		Not really.

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

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

				PRESIDENT WHITMORE
		Pieces?

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

				NIMZIKI
		Where are they heading?

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

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

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

							CUT TO:

	YELLOW LIGHTS FLASHING ON

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

	INT. DAVID'S CUBICLE - COMPACT CABLE - DAY

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

				MARTY
		Please, tell me you're getting
		something.

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

				DAVID
		There's good news and bad news.

				MARTY
		What's the bad news?

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

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

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

				MARTY
		That's the good news?

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

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

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

							CUT TO:

	EXT. CALIFORNIA FARMLANDS, IMPERIAL VALLEY - DAY

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

	MIGUEL'S POV - AN OLD BI-WING AIRPLANE

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

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

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

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

	A LINE OF TREES

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

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

	ANGLE - OTHER SIDE OF TREES - MOMENTS LATER

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

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

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

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

				RUSSELL
		You sure?

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

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

							CUT TO:

	EXT. IRAQI DESERT - REFUGEE CAMP - NIGHT

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

	Super: Northern Desert, Iraq

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

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

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

	THE SKIES - THE PHENOMENON

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

							CUT TO:

	EXT. USS EISENHOWER - AIR CARRIER - ESTABLISHING - DAWN

	Super: Battle Carrier, USS Eisenhower - Persian Gulf

	INT. USS EISENHOWER - RADAR ROOM - DAY

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

				LIEUTENANT
		Ensign, status?

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

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

				LIEUTENANT
		Have a complete diagnostic run...

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

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

				LIEUTENANT
		Get the CINC Atlantic Command on
		the line.

							CUT TO:

	INT. PENTAGON - COMMANDING CENTER - DAY

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

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

				COMMANDING OFFICER
		A second sighting?

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

	The Commanding Officer grabs a phone laying off the hook.

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

	INT. OVAL OFFICE - DAY

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

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

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

				PRESIDENT
		Put it on.

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

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

	Everyone is locked onto the television, mesmerized.

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

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

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

	INT. AWAC AIRPLANE - DAY

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

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

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

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

				PILOT
		Negative.  We still have zero
		visibility.

	EXT. AWAC AIRPLANE - CLOUDY SKIES - DAY

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

	Super:  Pacific Coastline, California

	The AWAC disappears from view into the clouds.

	INT. OVAL OFFICE - SAME

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

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

	INT. AWAC - SAME

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

				PILOT
		Wait a minute, it may be clearing.

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

	INT. AWAC - SAME

	The speaker phone cracks and distorts.

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

	EXT. AWAC AND PHENOMENON - SAME

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

	Quickly it is ENGULFED in the flames.

	INT. OVAL OFFICE - SAME

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

				GENERAL GREY
		Get them back on line.

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

	The ATLANTIC COMMAND CINC, turns from a different phone.

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

				CHIEF OF STAFF
		How much time do we have?

				AAC CINC
		Less than ten minutes.

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

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

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

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

				CONSTANCE
		More than likely.

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

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

				PRESIDENT
                I'm not leaving.

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

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

				NIMZIKI
		But, Mr. President...

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

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

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

				PRESIDENT
		I had a feeling you would.

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

				PRESIDENT
		Then God help us.

							CUT TO:

	INT. DAVID'S CUBICLE - DAY

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

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

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

	INT. COMPACT CABLE OFFICE - CONTINUOUS

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

	INT. MARTY'S OFFICE - CONTINUOUS

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

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

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

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

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

				DAVID
		What re you talking about?

				MARTY
		Haven't you been watching?

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

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

	INT. WHITE HOUSE PRESS ROOM - SAME

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

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

	INT. BRENNON MOBILE HOME - SAME

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

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

	INT. MARTY'S OFFICE - SAME

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

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

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

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

	INT. HALLWAY -- CONTINUOUS

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

				MARTY
		Oh shit, I better call my wife.

	INT. AIRPORT DINER - LATE MORNING

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

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

	The Mechanics laugh.  Russell tries to ignore them.

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

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

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

				RUSSELL
		Not today, guys.  Okay.

	Russell gets up and heads for the door.

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

	EXT. SMALL AIRPORT - CONTINUOUS

	The Mechanic follows Russell outside, his buddies in tow.

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

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

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

	EXT. TRAILER PARK - SAME

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

	INT. BRENNON MOBILE HOME - CONTINUOUS

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

	EXT. TRAILER PARK - CONTINUOUS

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

	THE PHENOMENON - DARK CLOUDS

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

	INT. COMPACT CABLE - STAIRWELL - SAME

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

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

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

	EXT. WASHINGTON MONUMENT - SAME

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

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

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

	INT. WHITE HOUSE - HALLWAYS - SAME

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

	INT. WHITE HOUSE - OVAL OFFICE - SAME

	The President talks on the phone.  Constance waits nearby.

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

	The President hangs up.

				CONSTANCE
		What is their position?

				PRESIDENT WHITMORE
		I think he was drunk.

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

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

	Abruptly, the room DARKENS as it begins to RUMBLE.

	EXT. WHITE HOUSE - SAME

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

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

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

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

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

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

	EXT. WALL STREET - SECOND LATER

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

	EXT. ROOFTOP - COMPACT CABLE - SAME

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

	SKYLINE AND ALIEN CRAFT

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

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

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

	DAVID'S POV - CENTRAL PARK - SAME

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

				DAVID
			(realizing)
		My God.  The signal.

	EXT. LOS ANGELES BASIN - WIDE ANGLE - LATER MORNING

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

	EXT. HILLSIDE RESIDENTIAL AREA - SAME

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

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

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

	SPACE SHIP - SAME

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

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

	INT. BEDROOM - CONTINUOUS

	Two people sleep as Dylan runs into the room.

				DYLAN
		Mommy, look at!

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

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

	She turns back over.  Suddenly the room briefly RUMBLES.

				MAN
		Earthquake?

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

	Shrugging, the man does.

	HOLLYWOOD SIGN (FORMERLY SC. 72) - SAME

	In Los Angeles.  The SHADOW slowly covers the sign.

	EXT. WHITE HOUSE - WINDOW - SAME

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

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

	INT. OVAL OFFICE - SAME

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

				CONSTANCE
		What do we do now?

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

				CONSTANCE
		Yeah.  I'm one of them.

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

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

							CUT TO:

	INT. JASMINE'S DEBROW'S BEDROOM - SAME

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

				JASMINE
		He's trying to impress you.

				STEVE
		He's doing a good job.

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

	INT. BATHROOM - CONTINUOUS

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

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

	He finished and flushes.

	INT. LIVING ROOM - CONTINUOUS

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

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

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

	Jasmine sits up in bed, yelling out to Steve.

				JASMINE
		Dylan out there?

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

				STEVE
		What have you been up to, Sport?

				DYLAN
			(holding his gun)
		Shooting aliens.

	Steve musses up the boy's hair, smiling.

				JASMINE
			(entering)
		Coffee?

	Steve mumbles an affirmative as he exits.

	EXT. JASMINE'S HOUSE - CONTINUOUS

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

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

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

	STEVE AND JASMINE'S POV

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

	THE ALIEN CRAFT

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

							CUT TO:

	INT. STAIRWELL - DAY

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

	INT. COMPACT CABLE OFFICE - CONTINUOUS

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

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

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

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

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

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

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

				DAVID
		Tell her to get the kids and leave
		town.

				MARTY
		What happened?

				DAVID
			(yells)
		Just do it!

	Marty realizes David is dead serious.

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

	Mary hangs up, crawls out from under the table.

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

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

				MARTY
		Not really...

				DAVID
		That signal.  It's a countdown.

				MARTY
			(confused)
		A countdown to what?

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

	David motions to the television.

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

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

				MARTY
		Then what?

				DAVID
		Checkmate.

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

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

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

	INT. PRESS ROOM, WHITE HOUSE - SAME

	The President stands at the podium giving his address.

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

	ANGLE - SIDE ENTRANCE TO PRESS ROOM

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

				PRESS AIDE
		He says he's your husband.

	Her expression drops.  She takes the phone from her.

				CONSTANCE
		What do you want?

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

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

	INT. COMPACT CABLE OFFICES - SAME

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

	INT. SIDE OFFICE, WHITE HOUSE - DAY

	Impatient, Constance tries to get off the phone.

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

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

				CONSTANCE
		You're being paranoid.

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

	Constance hangs up.  Her face betrays mixed emotions.

	INT. COMPACT CABLE OFFICES - SAME

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

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

	Hanging up the phone, David sprints for the exit.

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

							SMASH CUT TO:

	CABS SLAMMING TOGETHER - NEW YORK CITY STREETS

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

	EXT. GEORGE WASHINGTON BRIDGE - NEW YORK - DAY

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

	EXT. CLIFFSIDE, NEW JERSEY - LATER

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

	EXT. MOISHE'S TRACT HOUSE - SECONDS LATER

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

				DAVID
		Pops!

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

				DAVID
		You still got the Olds?

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

				DAVID
		That's okay.  You're driving.

							CUT TO:

	INT. JASMINE'S HOUSE - DAY

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

				JASMINE
		You can't go.  Call them back.

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

				JASMINE
		You said you were on leave for the
		Fourth.

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

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

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

	EXT. DEBROW HOUSE - CONTINUOUS

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

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

	Dylan opens the bag; fireworks.  Jasmine walks over.

				DYLAN
		Cool.

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

				JASMINE
		Wait.  I have to tell you
		something.

				STEVE
		What?

				JASMINE
			(loses her nerve)
		Be careful.

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

				JASMINE
		Really?  You don't mind?

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

	Pissed, she hits him.  He loves it.

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

				STEVE
		Yes, I am.

				JASMINE
		Dick-weed!

				STEVE
		Butt-munch.

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

				JASMINE
		I'll take these.

				DYLAN
		Mommmmmm...

							CUT TO:

	EXT. JERSEY - HIGHWAY - LATER THAT DAY

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

	INT. OLDS - SAME

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

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

				DAVID
		Can't this thing go any faster?

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

				DAVID
		They don't know this.

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

				DAVID
		Dad...

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

							CUT TO:

	INT. HOTEL LOUNGE, LOS ANGELES - LATE AFTERNOON

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

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

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

	INT. WHITMORE BEDROOM - WHITE HOUSE - SAME

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

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

				MARGARET
			(filtered)
		How's the munchkin?

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

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

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

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

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

				PRESIDENT WHITMORE
		What the hell are they up to?

							CUT TO:

	EXT. TRAILER PARK - NIGHT

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

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

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

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

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

				TROY (O.S.)

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

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

				MIGUEL
		Troy, you remember Uncle Hector,
		from Tucson?

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

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

				TROY
		That'd be cool!

	Miguel thinks for a second, makes a decision.

				MIGUEL
		Pack up, we're going.

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

				TROY
			(yelling after him)
		What about Dad?

	ALICIA AND OLDER BOY

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

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

				ALICIA
		What makes you think I'm a virgin?

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

				MIGUEL
		Come on, we're going.

				ALICIA
		I'm not going anywhere...

	Miguel grabs her by the wrist and pulls her away.

	EXT. FREEWAY - OUTSIDE WASHINGTON - NIGHT

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

	INT. MOISHE'S OLDS - NIGHT

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

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

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

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

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

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

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

	David starts to look it up.  Suddenly...

	DOZENS OF CARS HEADING STRAIGHT FOR THEM

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

				MOISHE
		Oh my God!

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

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

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

	Suddenly A TRUCK  blocks off their only escape route.

	Moishe turns HARD and drives up onto the right shoulder.

	OVERHEAD ANGLE - OLDS AND TRAFFIC

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

				DAVID
		Nice driving, pops!

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

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

							CUT TO:

	INT. STRIP CLUB - LOS ANGELES - NIGHT

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

	REVERSE ANGLE - JASMINE'S POV - EMPTY CLUB

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

	ANGLE T.V. - ROOFTOP - LOS ANGELES

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

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

	INT. DRESSING ROOM - CONTINUOUS

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

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

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

	Tiffany holds up a drawing of a space alien.

				JASMINE
		You're not thinking of joining
		those idiots?

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

	Jasmine turns to Tiffany, dead serious.

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

				TIFFANY
		I promise.

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

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

				MARIO
		What the hell's your kid doing
		here?

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

				JASMINE
		You try to find a sitter today.

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

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

						CUT TO:

	EXT. WASHINGTON D.C. - NIGHT

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

	INT. OLDS - CONTINUOUS

	David types frustratedly on his laptop.

				MOISHE
		Not listed, huh?

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

				MOISHE
		Spunky?

				DAVID
		College nickname.

				MOISHE
		You try Martin?

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

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

				MOISHE
			(sarcastic)
		So what do I know?

							CUT TO:

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

	A crowded locker room.  Steve enters.

				MALE VOICE (O.S.)
		Where the hell've you been?

				STEVE
		Ah, were you guys waiting for me?

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

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

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

				STEVE
		Well, the mail's still working.

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

				JIMMY
		Junk mail.  You don't want this.

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

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

				STEVE
		How to kiss ass.

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

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

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

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

	Steve snatches it back, embarrassed.

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

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

							CUT TO:

	EXT. WHITE HOUSE - MOMENTS LATER - NIGHT

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

	INT. ODS - CONTINUOUS

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

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

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

				DAVID
		Perfect, she's using it.

				MOISHE
		It's perfect the line is busy?

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

				MOISHE
		You can do that?

	Shooting his father a look.

				DAVID
			(sarcastic)
		All cable repairmen can.

	INT. WHITE HOUSE - HALLWAY - MOMENTS LATER

	Constance is just finishing a call on her cellular phone.

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

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

				CONSTANCE
		What?

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

				CONSTANCE
		David?  How'd you get this number?

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

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

				CONSTANCE
		What am I looking for?

	CONSTANCE'S POV - STREET - OLDS - DAVID

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

				CONSTANCE
			(to herself)
		How does he do that?

							CUT TO:

	INT. BRENNON TRAILER - NIGHT

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

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

	EXT. ROADWAY - CONTINUOUS

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

				MIGUEL
		They let you out?

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

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

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

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

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

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

	Russell is momentarily silent, stunned.  Recovering...

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

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

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

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

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

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

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

	EXT. ANDREWS AIR FORCE BASE - NIGHT

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

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

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

	INT. BRIEFING ROOM - WHITE HOUSE - SAME

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

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

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

	Suddenly everyone snaps to attention as the President enters.

				PRESIDENT
		Where are we?

				GENERAL GRAY
		They're in the air.

							CUT TO:

	INT. OFFICE OF THE COMMUNICATIONS DIRECTOR - SAME

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

				MOISHE
			(to himself)
		Very nice.

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

				CONSTANCE
		And when is the countdown supposed
		to expire?

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

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

				CONSTANCE
		What do you want me to do?

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

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

				DAVID
		He's not going to listen to me.

	Surprised at his son, Moishe steps forward.

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

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

				MOISHE
		You punched the President in the
		face?

				DAVID
		He wasn't the President then.

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

				MOISHE
		Punched the President?  Oh my god.

	APACHE HELICOPTERS

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

	INT. HELICOPTER - PILOT - CONTINUOUS

	The PILOT adjusts his radio.

				PILOT
		Echo one, we are closing in.

	EXT. SKIES - CONTINUOUS

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

	INT. HALLWAY - ELEVATORS - WHITE HOUSE - MINUTES LATER

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

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

	INT. OVAL OFFICE - CONTINUOUS

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

				CONSTANCE
		Wait here.  I'll be right back.

	David sets up his laptop.

				MOISHE
		Not on his desk.

	INT. BRIEFING ROOM - NIGHT

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

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

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

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

				NIMZIKI
		You're leaving now?

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

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

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

				CONSTANCE
		I'll bet.

	INT. OVAL OFFICE - SAME

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

				PRESIDENT
		What the hell's he doing here?

	Moishe, bursting, steps forward.

				MOISHE
		Moishe Martinsburg, Mr. President.

				CONSTANCE
		My ex-husband works in satellite
		communications.

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

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

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

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

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

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

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

	David draws small satellites surrounding Earth.

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

	Suddenly an aide, ALEX, appears in the doorway.

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

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

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

	EXT. HELICOPTERS - SAME - NIGHT

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

	REVERE ANGLE - HELICOPTERS AND SPACE CRAFT

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

	INT. BRIEFING ROOM - SECONDS LATER

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

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

				GENERAL GREY
		But Mr. President...

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

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

				NIMZIKI
		What the hell's going on?

				PRESIDENT
		We're leaving.

	An AIDE motions to the monitors.

				AIDE
		They're responding.

	The room goes silent, everyone turns to the monitors.

	MONITOR - NEWS PROGRAM & NIGHT VISION VIDEO

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

	EXT. APACHE HELICOPTERS - SAME

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

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

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

	INT. HOTEL SUITE - NIGHT

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

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

	She slams her valise SHUT and quickly exits.

	POLICE HELICOPTER

	SOARS over us, headed directly for downtown Los Angeles.

	EXT. ROOFTOP - SAME

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

				TIFFANY
			(awed)
		It's beautiful.

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

	POLICE HELICOPTER

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

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

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

	EXT. CITY STREET - PASADENA THROUGHWAY - SAME

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

	INT. JASMINE'S CAR - SAME

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

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

				JASMINE
		Now he tells me.

	EXT. WHITE HOUSE - SAME

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

				PRESIDENT
		They're okay.  Let them on!

	INT. HELICOPTER - CONTINUOUS

	The President steps inside, turns to General Grey.

				PRESIDENT
		Is my wife in the air?

				GENERAL GREY
		She should be shortly.

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

	EXT. WHITE HOUSE LAWN - HELICOPTER - CONTINUOUS

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

	EXT. ROOFTOPS - LOS ANGELES - SAME

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

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

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

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

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

	EXT. HELIPORT - SAME

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

				SECRET SERVICEMAN
			(yelling over helicopter)
		Mrs. Whitmore!

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

	EXT. THE CAPITOL BUILDING - SAME

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

	EXT. WHITE HOUSE - SAME

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

	EXT. EMPIRE STATE BUILDING - SAME

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

	EXT. ANDREWS AIR FORCE BASE - SAME

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

	INT. AIR FORCE ONE - SAME

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

	EXT. ROOFTOP - LOS ANGELES - SAME

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

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

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

	EXT. EMPIRE STATE BUILDING -  SAME

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

	EXT. WHITE HOUSE LAWN -  SAME

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

	ANGLE - WHITE HOUSE

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

	EXT. ANDREWS - RUNWAY - AIR FORCE ONE - SAME

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

	THE CAPITOL BUILDING

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

	THE PENTAGON

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

	INT. AIR FORCE ONE - SAME

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

	EXT. ANDREWS - RUNWAY - AIR FORCE ONE

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

	WIDE ANGLES - WASHINGTON, D.C.

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

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

	EXT. PASADENA FREEWAY - SAME

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

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

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

	JASMINE'S POV - FREEWAY & DOWNTOWN

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

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

	Jasmine heads for the tunnel.

	ANGLE - FREEWAY

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

	ANGLE - OVERPASS - BRIDGES

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

	INT. TUNNEL - SAME

	Jasmine turns back from the tunnel entrance.

	JASMINE'S POV - WALL OF DESTRUCTION

	Ever nearing, only moments away.

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

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

				JASMINE
		Boomer, come.  Come boy!

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

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

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

	EXT. MANHATTAN - WIDE ANGLE - SAME

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

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

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

							SLOW DISSOLVE:

	INT. BRENNON TRAILER - PRE-DAWN

	A hand adjusts the trailer radio.

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

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

				TROY
		Guys, I don't feel so good.

				RUSSELL
		When was the last time you had
		your medicine?

				TROY
		Four days... five?

	Troy looks really sick.  Miguel is shocked.

				MIGUEL
		But I gave you some this morning.

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

	EXT. DESERT HIGHWAY - SAME

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

				RUSSELL
		Miguel?  Come take a look at this.

	Reluctantly Miguel leaves his brother's side.

	POV - RUSSELL AND MIGUEL

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

							CUT TO:

	INT. EL TORO - BRIEFING ROOM - MORNING

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

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

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

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

	Jimmy chuckles.  Watson is annoyed.

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

	Steve smiles confidently.

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

	Everyone chuckles, including Captain Watson.

	EXT. EL TORO MARINE CORPS AIR STATION - MOMENTS LATER

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

	TARMAC - OVERHEAD SHOT

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

	ENGINE BLAST

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

	INT. AIR FORCE ONE - SAME

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

				CONSTANCE
		You saved a lot of lives.

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

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

				PRESIDENT
		Any news on my wife?

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

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

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

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

	COMMAND CENTER - AIR FORCE ONE

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

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

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

				PRESIDENT
		Where are they?

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

	EXT. BLUE SKIES - TACTICAL FIGHTERS - SAME

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

	INT. STEVE'S FIGHTER - SAME

	Steve pulls a long cigar out of his breast pocket.

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

	INT. JIMMY'S FIGHTER - SAME

	Jimmy pulls his cigar out.  Examines it.

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

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

				JIMMY
		I hear you.

	INT. AIR FORCE ONE - PASSENGER SECTION - SAME

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

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

				DAVID
		Moishe, please, don't talk.

	Moishe pats his belly.

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

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

				MOISHE
		What I say?

	Constance comes over, sits next to Moishe.

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

				MOISHE
		Think nothing of it, Spanky.

	Constance smiles, corrects him.

				CONSTANCE
		Spunky.  He told you about that?

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

				CONSTANCE
			(sadly)
		Love was never our problem.

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

	EXT. SKIES - SAME

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

	INT. STEVE'S FIGHTER - SAME

	Steve looks down, becomes worried.

				STEVE
		I shouldn't have left her.

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

	Steve nods absently.

				STEVE
		Let's lock and load.

	INT. AIR FORCE ONE - SAME

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

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

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

				GENERAL GREY
		Fire at will.

	EXT. STEVE'S FIGHTER - SAME

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

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

	EXT. ALIEN SHIP - SECONDS LATER

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

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

	INT. STEVE'S FIGHTER - SAME

				STEVE
		Damn it!

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

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

	EXT. SKIES - SAME

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

	STEVE'S GROUP

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

	PACK OF AIM-9 SIDEWINDER MISSILES

	They reach the same quarter-mile proximity and EXPLODE.

	INT. STEVE'S FIGHTER - SAME

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

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

	EXT. SKIES - SAME

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

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

				STEVE
			(filtered)
		Evasive maneuvers!  Check Six!

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

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

	HEADS UP DISPLAY - HUD

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

				JIMMY
			(filtered)
		Got you covered, Stevie.

	Jimmy FIRES, another AIM-9 Sidewinder TAKES OFF.

	ALIEN ATTACKER

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

				JIMMY
			Shit!  They've got shield too.

	STEVE'S FIGHTER

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

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

				STEVE
		Jimmy, roll right.  I'll cover.

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

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

	INT. AIR FORCE ONE - SAME

	Fighter after fighter begin to disappear from the display
	screens.

				CONSTANCE
		We're losing them.

				PRESIDENT
		Then get them out of there.

	Suddenly one of the large radar display maps FIZZLES OUT.

				TECHNICIAN
		We've lost the satellite.

	Before he can adjust, another monitor FIZZLES AWAY.

	EXT. LOS ANGELES - SAME

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

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

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

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

	Two Attackers spot them and follow in hot pursuit.

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

				STEVE
		Jimmy, kick it!  They're gaining.

				JIMMY
		We're already over Mach 2!

				STEVE
		So push it!

	Readouts show the  planes flying beyond measurement.

	INT. JIMMY'S FIGHTER - SAME

	As the  planes accelerate, Jimmy fights to remain conscious.

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

				STEVE
		Jimmy, stay with me.

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

				STEVE
		JIMMY!

	ALIEN ATTACKERS

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

	JIMMY'S FIGHTER

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

				STEVE
		No!!!!

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

							CUT TO:

	INT. EL TORO - AIR TOWER - SAME

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

				OPERATOR
		We have incoming.

				WATSON
		Friendly?

				OPERATOR
		I don't think so.

	Watson hits an alarm which ROARS.

	EXT. EL TORO - TARMAC - SECOND LATER

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

	INT. TOWER - SAME

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

	WIDE ANGLE - EL TORO

	The entire base goes up in flames.

							CUT TO:

	EXT. SKIES - FIGHTER & ATTACKER - SAME

	Steve looks down over the side of his fighter.

	STEVE'S POV - THE GRAND CANYON - SAME

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

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

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

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

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

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

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

	FUEL GAUGE - RUNNING LOW

	Near empty.  Frustrated, Steve gets pissed.

				STEVE
		Damn it!

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

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

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

	Stave SAILS UPWARDS into the air.

	The Fighter CRASHES into the canyon wall.

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

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

	The parachute on Steve's ejection seat pops OPEN.

	EXT. TOP OF CANYON - CONTINUOUS

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

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

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

	With all his might, Steve YANKS the door OPEN.

	AN ALIEN

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

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

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

				STEVE
		Now that's a close encounter.

							CUT TO:

	INT. TUNNEL - PASADENA FREEWAY - ALCOVE - SAME

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

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

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

	EXT. GARAGE DOORS - SECONDS LATER

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

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

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

				DYLAN
		Mommy, what happened?

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

							CUT TO:

	EXT. DESERT - REFUGEE TRAILER CAMP - DAY

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

	INT. BRENNON TRAILER - SAME

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

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

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

				ALICIA
		You're going to be fine.

	Miguel comes rushing in, pulls Russell aside.

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

				RUSSELL
		We should leave too.

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

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

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

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

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

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

				PHILIP
		Cool.

	Alicia nods, smitten.  Philip smiles charmingly and leaves.

							CUT TO:

	INT. AIR FORCE ONE - SAME

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

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

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

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

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

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

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

				PRESIDENT
		Above American soil?

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

	The Technician returns, his face is white with fear.

				GENERAL GREY
		What's the latest from NORAD?

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

				NIMZIKI
		That's impossible...

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

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

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

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

				CONSTANCE
		David, don't...

	David pushes past her.

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

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

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

				CONSTANCE
			(overlapping)
		David, please...

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

				NIMZIKI
			(interrupting)
		Sit down and shut up!

	Suddenly Moishe is on his feet, interrupting.

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

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

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

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

				DAVID
			(embarrassed)
		Dad, please...

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

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

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

	Chief of Staff Nimziki suddenly clears his throat.

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

	The President and General Grey turn to Nimziki, shocked.

	SMASHED AND BURNED OUT CARS

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

	EXT. HIGHWAY - CITY LIMITS - SAME

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

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

	INT. MAINTENANCE TRUCK - SAME

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

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

	Jasmine pulls up along side him.

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

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

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

	OVERTURNED MILITARY HELICOPTER

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

				JASMINE
		Give me a hand.

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

				JASMINE
		Let's get her out of here.

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

				TEDDY
		She's bleeding pretty bad.

	Suddenly we HEAR the CLICKING of a rifle COCKING.

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

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

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

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

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

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

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

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

				REDNECK
		Back off.  This ain't your
		business.

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

				TALL MAN
		You cannot go against the word,
		brother.

				REDNECK
		Sure I can.

	The Redneck SHOOTS the Tall Man.  His buddies laugh.

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

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

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

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

	She FIRES the rifle.  Quickly the rednecks scamper away.

						CUT TO:

	EXT. DRY LAKE - DESERT - LATER

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

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

	STEVE'S POV - THE TRAILER ARMADA

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

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

				MIGUEL
			(sarcastic)
		Need a lift?

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

	Confused, Miguel checks his map.

				MIGUEL
		It's not on the map.

				STEVE
		Trust me, it's there.

	EXT. AIR FORCE ONE - LATER

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

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

	EXT. RUNWAY - LATER

	Air Force One lands.  Wheels touch down, skid.

	INT. HANGAR - LATER

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

	INT. HALLWAY - CONTINUOUS

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

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

				NIMZIKI
		Two words, Mr. President.
		Plausible deniability.

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

	INT. RESEARCH FACILITIES - CONTINUOUS

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

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

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

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

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

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

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

				PRESIDENT
			(uncomfortable)
		Yes.

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

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

	INT. STORAGE LAB - CONTINUOUS

	The group steps inside and nearly gasps at...

	THE ALIEN ATTACKER

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

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

	Moishe leans close to David and Constance.

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

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

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

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

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

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

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

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

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

	INT. MEDICAL RESEARCH VAULT - MOMENTS LATER

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

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

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

	FORMALDEHYDE TANKS - ALIENS

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

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

	David cannot contain his fascination.  He steps forward.

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

				OKUN
		Some kind of extra sensory
		perception.  Telepathy.

				PRESIDENT
		Can they be killed?

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

	The President turns to David.

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

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

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

	EXT. SECURITY GATE - SAME

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

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

				STEVE
		You want to see my clearance?

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

	THE ALIEN CREATURE

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

	The armada quickly drives past.

	BLACKNESS

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

				OKUN
		See the gizmos flashing?

	REVERSE - INSIDE ALIEN CRAFT

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

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

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

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

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

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

	But David still stares at the small screens.

				DAVID
		Someone grab my laptop for me?

	One of the technicians rushes off as Okun leans close.

				OKUN
		Find something interesting?

				DAVID
		Maybe.

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

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

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

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

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

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

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

	INT. HALLWAY OFF MAIN HANGAR - AREA 51 - SAME

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

				OKUN
		How long has it been unconscious?

				RUSSELL
		Excuse me Doctor...

				STEVE
		Three hours.

				OKUN
		Get him into containment, stat.

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

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

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

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

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

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

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

							CUT TO:

	EXT. ROAD - MAINTENANCE TRUCK - NIGHT

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

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

	EXT. EL TORO MARINE CORPS AIR STATION - CONTINUOUS

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

							CUT TO:

	INT. AREA 51 COMMAND CENTER - NIGHT

	General Grey and Nimziki are in a heated argument.

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

				NIMZIKI
		It had been deemed classified.

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

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

				PRESIDENT
		Atlanta, Chicago and Philadelphia,
		destroyed?

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

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

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

	Grey sneaks an accusatory glare at Nimziki.

				PRESIDENT
		And our forces?

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

				PRESIDENT
		We're being exterminated.

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

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

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

				PRESIDENT
		Lieutenant, congratulations.

				STEVE
		Thank you, sir.

				PRESIDENT
		Where is the prisoner now?

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

				PRESIDENT
		I'd like to see him.

				MITCHELL
		Yes, sir.

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

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

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

	Steve is shattered, he had no idea.

							CUT TO:

	EXT. EL TORO BASE - NIGHT

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

				JASMINE
		These should last us a while.

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

				JASMINE
		Don't move.  Stay still.

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

				MARGARET
		Your son.

				JASMINE
		He's my angel.

				MARGARET
		Was his father stationed here?

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

	Jasmine becomes sad, remembering.  Margaret changes the
	subject.

				MARGARET
		So, what do yo do for a living?

				JASMINE
		I'm a dancer.

				MARGARET
		Really?  Ballet?

				JASMINE
			(laughs)
		No.  Exotic.

				MARGARET
		Oh.  Sorry.

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

	The bandages changed, Jasmine sits down next to Margaret.

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

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

	Dylan comes walking over.

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

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

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

							CUT TO:

	INT. CONTAINMENT LAB - NIGHT

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

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

				OKUN
		Everyone ready?

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

	THE ALIEN

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

				OKUN
		Do we have life support monitors
		recording?

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

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

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

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

				MED ASSIST #1
		You all right?

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

				MED ASSIST #2
		He's moving!

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

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

	THE ALIEN

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

	LOW ANGLE - THE ALIEN

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

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

	INT. HALLWAY - SAME

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

	INT. CONTAINMENT LAB - CONTINUOUS

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

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

				OKUN/ALIEN
		Release...me.

				MITCHELL
		Open the door.  Get him out of
		there.

	Suspicious, General Grey stops him.

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

				OKUN/ALIEN
		Will kill...release me.  Now!

	They follow the tentacles with their eyes, up to the ceiling
	of the containment tank.  Suddenly the alien LEAPS DOWN,
	startling them, landing before them behind the glass.

	We see he's holding Okun against the glass, speaking THROUGH
	HIM.  This is the first real good look we get at the this bizarre
	creature.  Everyone in the room is repulsed and compelled by
	it at the same time.

	EXT. AREA 51 - NIGHT

	Through the hundreds of campers and trailers parked outside,
	Steve runs past until he reaches the open tarmac.

	A transport helicopter sits on the edge of the landing area.
	Steve runs up to it and climbs inside.

	INT. TRANSPORT HELICOPTER - CONTINUOUS

	Steve quickly starts it engines, preparing to take off.  A
	SOLDIER rushes over to the cockpit.

				SOLIDER
			(yelling)
		What the hell are you doing?  Get
		out of there!

				STEVE
		I'm just going to borrow it.

	The Soldier pulls out his pistol, taking aim.

				SOLIDER
		No you're not, sir.

				STEVE
		You really want to shoot me?

	Steve stares the Soldier down.  Reluctantly he lowers his gun.

				SOLDIER
		Shit.  I'm gonna catch the hell for
		this.

	Steve smiles and gives him a quick salute then TAKES OFF.
	Quickly the bird RISES UP and darts off into the night.

	INT. MEDICAL LAB - SAME

	The President has moved closer to the glass and is talking
	with the alien.  The alien uses Okun like a ventriloquist's
	dummy.

				PRESIDENT
		Why did you people come here?

				OKUN/ALIEN
		Air...water...your "sun."

				PRESIDENT
		Where do your people come from?
			(no answer)
		Where is your home?

				OKUN/ALIEN
		Here...now.

				PRESIDENT
		And before here?

				OKUN/ALIEN
		Many worlds...

				PRESIDENT
		Can we negotiate a truce?  is
		there room for co-existance?
			(no answer)
		Can there be peace between us?

				OKUN/ALIEN
		Peace?  No peace.

				PRESIDENT
		What do you want us to do?

				OKUN/ALIEN
		Die.

	The Alien moves closer to the glass staring at the President.
	Suddenly the President clutches his head in pain.

				NIMZIKI
		Mr. President?

				OKUN/ALIEN
		We kill you...all.

	The pain becomes more severe and the President SCREAM OUT.
	There is general panic as people rush to the President's side.

				GENERAL GREY
			(to Mitchell)
		Is that glass bullet proof?

				MITCHELL
		No sir.

	The General draws his pistol.  Mitchell and the other military
	officers follow his lead.  Simultaneously they all begin to
	FIRE!

	The glass SHATTERS into a billion pieces.  The Alien is cut to
	ribbons, falling backwards.

	The President collapses.  So does Okun.  A STAFFER rushes over
	to Okun, checks his pulse.

				STAFFER
		He's dead.

	General Grey moves to the President who slowly recovers.

				GENERAL GREY
		Mr. President, are you okay?

	Woozily the President sits up, a strange look in his eye.

				PRESIDENT
		He wanted me to understand.  He
		communicated with me.
			(turning to Grey)
		They're like locusts.  They travel
		from planet to planet, their whole
		civilization.  After they've
		consumed every natural resource
		they move on.  And we're next.

	The President stands with a new resolve.  He stares at the
	dead alien on the floor.

				PRESIDENT
			(cold)
		Prepare a nuclear strike.

	INT. STORAGE LAB - MINUTES LATER

	The research staff are working near the recovered alien
	attacker.  Constance comes rushing in.  She looks around for
	David.  Through the glass of one of the offices she sees him.

	INT. OFFICES - CONTINUOUS

	Holding a bottle of Jack Daniels, David fishes through a small
	refrigerator as Constance enters.

				DAVID
		Just my luck, no ice.

				CONSTANCE
		I take it you've heard.

				DAVID
		A toast to the end of the world.

	David toasts her with the bottle, takes a swig.

				CONSTANCE
		He didn't come to this decision
		lightly.

	David nods, he doesn't want to argue.  He smiles cynically.

				DAVID
		You still believe in him.

				CONSTANCE
		He's a good man.

				DAVID
		Better be.  You left me for him.

				CONSTANCE
		I wanted a career.  Didn't you
		ever want to be part of something
		special?

	David stares daggers at her.

				DAVID
		I was part of something special.

	Constance realizes he means their marriage.  She's hurt him
	and can see it.  She turns and leaves.

							CUT TO:

	EXT. DARK SKIES - NIGHT

	A black shadow is vaguely seen in the dark night.  As we pass
	some moonlit clouds we recognize the shadow is, in fact, a B-2
	STEALTH BOMBER.

	As we WIDEN, we see that the bomber is part of a squadron of
	eight.  These mighty winged giants fly together in attack
	formation.

	INT. COMMAND CENTER - ARE 51 - SAME

	A tracking screen comes to life, eight blips flashing.

				TECHNICIAN #1
		We've got the AWAC on line.
		Signals coming in low.

	The President's group takes their position behind the
	technicians.

	EXT. BLACK SKIES - NIGHT

	The eight B-2 Stealth Bombers break formation, each heading
	off to their different target destinations.

	INT. COMMAND CENTER - SAME

	On a large map, we see the eight target destinations and the
	planes heading for them.

				PRESIDENT
		Who will we reach first?

				COMMANDER
		Houston, Texas.  Intercept ETA,
		six minutes and counting down.

				PRESIDENT
		Oh my God, Houston.

				GENERAL GREY
		The major cities have been
		deserted.  Civilian casualties
		should be at a minimum, sir.

	One map screen, ENLARGES, tracking the bomber on route to
	Houston.

	EXT. LIQUOR STORE - OUTSIDE HOUSTON - NIGHT

	Looters take all they can carry through the broken glass store
	front.  A large heavily armored TANK rolls up front.

	INT. ARMORED TANK - SAME

	Nervous military technicians work equipment as their TANK
	COMMANDER pulls down a periscope.

	TANK COMMANDER POV - SPACE SHIP OVER HOUSTON

	Through the periscopes cross-hairs we SEE downtown Houston,
	the City Destroyer space ships settling in above it.

	EXT. B-2 STEALTH BOMBER - SAME

	Silhouetted against the shimmering waters on the bay, they
	Stealth Bomber can be seen as it approaches Houston.

	INT. B-2 STEALTH BOMBER - COCKPIT - SAME

	The flight crew works their computers (similar readouts are
	seen at command center).  The Multi-Function Display (MFD)
	flashing before each crew member.

				PILOT
		We have laser targeting locked.

	INT. COMMAND CENTER - SAME


				TECHNICIAN #1
		Target is locked, sir.  Do you
		wish to deploy?

	Everyone turns to the President who does not answer.

				GENERAL GREY
		Mr. President, do you wish to
		deploy.

	Still there is no answer.
				NIMZIKI
		Mr. President?

				PRESIDENT
			(softly)
		Deploy.

	EXT. B-2 STEALTH BOMBER - WEAPONS BAY - SAME

	The bay doors open and a large Tactical Nuclear Cruise Missile
	drops down, flies parallel with the bomber as it adjusts its
	radar and laser tracking.  Suddenly it SHOOTS OFF.

	The bomber BANKS AWAY.

	INT. B-2 STEALTH BOMBER - SAME

	We see the horizon twisting away as we bank off from target.

				PILOT
		She's away.

	INT. COMMAND CENTER - SAME

	On the big map we see one FLASHING target line tracking the
	missile as it approaches Houston.

				PRESIDENT
			(to himself)
		May our children forgive us.

	INT. ARMORED TANK - OUTSIDE HOUSTON - NIGHT

	The Tank Commander readjusts the periscope.

	TANK COMMANDER POV - SPACE SHIP & B-2 STEALTH BOMBER

	We follow the Cruise Missile as it guides itself on a direct
	collision course with the space craft.

	INT. COMMAND CENTER - SAME

	The targeting map shows how close the missile is, nearly on
	top of the target.  Everyone in the room holds their breath.

	EXT. SPACE CRAFT - SAME

	The nuke speeds closer.  It HITS the protective shield and
	DETONATES.  A FLASH OF LIGHT.

	WIDE ANGLE - HOUSTON

	With the B-2 Stealth Bomber in the foreground, the city behind
	it vanishes in a FLASH OF LIGHT, blinding us.

	INT. COMMAND CENTER - SAME

	We can see the extent of the explosion on the targeting map,
	tracking it -- an expanding ring around Houston.

				NIMZIKI
			(excited)
		It's a hit!

	The others are still waiting.  The monitor shows the night
	vision picture of the growing MUSHROOM CLOUD rising above the
	city.

	EXT. HOUSTON - WIDE - SAME

	The MUSHROOM CLOUD engulfs the horizon.

	EXT. ARMORED TANK - SAME

	Rocked by the massive explosion, the shock wave ROCKS the
	armored tank but doesn't destroy it.

	INT. ARMORED TANK - SAME

	The men inside are KNOCKED around, hard from the explosion.

	INT. COMMAND CENTER - SAME

				NIMZIKI
		We got the bastards!

	General Grey shoots Nimziki a look.  The President holds up a
	hand, silencing the room.

				PRESIDENT
		Can they see it?  Did it destroy
		the target?

	TANK COMMANDER'S POV THROUGH PERISCOPE - SAME

	As the cloud begins to dissipate we see THE SPACE CRAFT IS
	STILL THERE, completely unharmed.

	INT. ARMORED TANK - SAME

				TANK COMMANDER
		Negative.  Target remains.

	INT. COMMAND CENTER - SAME

	On the monitors as well, we can see the target remain.  The
	air is let out of the room, everyone deflated.

				PRESIDENT
		Call them back.

				NIMZIKI
		The other bombers might have more
		luck.  We shouldn't just give
		up...

				PRESIDENT
		I said call them back.

	As the technicians call the bombers away, the President sinks
	into a depression.  His last hope of survival gone.

							CUT TO:

	EXT. EL TORO MARINE CORPS AIR STATION - NIGHT

	Jasmine keeps Margaret company as the rest sleep around the
	last flames of their campfire.  From the worried expression on
	Jasmine's face we can tell that Margaret has gotten worse, her
	wounds bleeding badly.

	A WIND kicks up, the sound of an ENGINE approaching.  Jasmine
	squints her eyes looking up into the wind when a BRIGHT LIGHT
	engulfs her.

	JASMINE'S POV - LIGHTS - NIGHT

	Bright lights in the sky growing nearer.  Slowly the others
	begin to wake up, frightened as the lights INTENSIFY.

	The others slowly begin to retreat but Jasmine stands, staring
	defiantly.  A smile creeps across her face as she sees that
	the lights belong to...

	TRANSPORT HELICOPTER

	The Transport Helicopter touches down and Steve leaps out,
	racing towards Jasmine.  Overwhelmed, Jasmine jumps into his
	arms.

				JASMINE
		You're late.

				STEVE
		You know how I like to make a big
		entrance.

	They kiss.

							CUT TO:

	INT. HALLWAY - NIGHT

	The double doors burst open as the President carrying his
	young daughter marches through.  Doctor ISAACS comes over to
	them.

				PRESIDENT
		How is she?

				ISAACS
		I'm sorry, Mr. President.  If only
		we could have gotten to her
		sooner.

	The President puts his daughter down as he sees...

	PRESIDENT'S POV - MARGARET

	Margaret lays in bed, doctors and nurses surrounding her.
	Patricia rushes over.

				ISAACS
		She's bleeding internally.
		There's nothing else we can do.

	Stunned, the President watches as Patricia hugs her mother.

				MARGARET
		Hiya Munchkin.

				PATRICIA
		Mommy, we were worried.  We didn't
		know where you were.

				MARGARET
		I'm right here, baby.

	Recovering, the President nods for the doctors to leave the
	room.  As they begin to march out, he makes his way over to
	his wife and daughter.

				PRESIDENT
		Honey, why don't you wait outside
		so Mommy can get some rest.

	Patricia kisses her mother, says goodbye and leaves.  Out of
	sight, Margaret winces, fading away.  The President grabs her
	hand for support.  She squeezes tightly.

				MARGARET
			(through tears)
		I'm scared, Tom.

				PRESIDENT
		It's okay.  The doctors said
		you're going to be just fine.

	Margaret smiles at the man she knows all too well.

				MARGARET
		Liar.

	The look between them says more than any words.

	INT. HALLWAY - OUTSIDE MARGARET'S ROOM - LATER

	The President exits the room, overcome with emotion.
	Constance, the doctors and some medical crew move to comfort
	him.  He holds them off with a gesture.

	He looks up and sees Jasmine, Steve and Dylan down the hall.
	He pushes through the crowd and makes his way over to them.

				JASMINE
		I'm so sorry.

				PRESIDENT
		I just wanted to thank you.
		You're a very brave woman.

	Across the hall, Patricia sits in a chair, waiting.  Whitmore
	walks over to her and kneels down next to his small child.

				PATRICIA
		Is Mommy sleeping now?

				PRESIDENT
		Yes, baby.  Mommy's sleeping.

							FADE OUT:

	A GARBAGE CAN

	Topples over with a BANG!  A foot steps in and starts kicking
	trash all over.

	EXT. AREA 51 - NIGHT

	David is drunkenly knocking everything over, making a gigantic
	mess.  Moishe comes up behind, restraining him.

				MOISHE
		David, David!  What the hell are
		you doing!?

				DAVID
		I'm making a mess.

				MOISHE
		This I can see.

				DAVID
		We've gotta burn the rain forest,
		Pops.  Dump toxic waste, pollute
		the air, rip up the ozone.  Maybe
		if we screw this planet up enough
		they won't want it anymore.

				MOISHE
		David, you're drunk.

	David slips, falls on his ass, hard.  Moishe helps him back up
	on his feet.

				MOISHE
		I think you better sleep this off.
		Go back inside before you catch a
		cold.

	Slowly David looks up towards Moishe, an idea.

				DAVID
		Pops, you're a genius!

				MOISHE
		What'd I say?

				DAVID
		A cold?  Of course.

	Sobered, David jumps kisses his father and bolts inside.

							CUT TO:

	INT. STORAGE LAB - DAY

	A large crowd has been gathered here at the lab.  General Grey
	and Nimziki walk up to Constance.

				NIMZIKI
		All right, Connie, we're here.
		What's this all about?

				CONSTANCE
		I really have no idea.  He just
		said to bring everyone down here.

	Steve shows Dylan the alien space craft.

				DYLAN
		Does that thing fly in outer
		space?

	Steve loos up at the craft admiringly.

				STEVE
		It certainly does.

	When the President enters a technician rushes over and knocks
	on the hatch door on the alien attacker.  The door swings open
	and David climbs down.

	Grabbing a coke can from the "recycle" trash bin, David places
	the empty can on top of the alien attacker.  David turns and
	faces the gathering.

				DAVID
		Could anyone please step back
		away from the craft?

	They do and David nods to a Technician inside the craft.  The
	Technician disappears inside, closing the door behind him.  A
	loud HUM emits from the craft.  David has to yell over it.

				DAVID
		Lt. Mitchell, would you mind
		drawing your pistol?

				MITCHELL
		What?

				DAVID
		From where you're standing, do you
		think you could shoot that can off
		the alien craft?

	Mitchell shrugs affirmatively.  David gestures for him to try.
	Taking aim, Mitchell SHOOTS.

	The bullet RICOCHETS off the attacker's protective shield.
	Several people in the crowd dock, afraid of being hit by the
	errant bullet.

				DAVID
		Sorry 'bout that.  You see, it's
		protected by the craft's shields.
		We can't penetrate their defenses.

				NIMZIKI
		We know that already.  What's your
		point?

	David walks over to his laptop, now connected directly to the
	craft by cables and starts typing furiously.

				DAVID
		My point is if we can't beat their
		defenses, then we must get around
		them.

	David stops typing and stares at his wrist watch, silently
	counting down.

				DAVID
		Lt. Mitchell, would you please try
		to shoot it again?

	Reluctantly Mitchell obliges.  This time the can is BLOWN OFF
	THE CRAFT.  Everyone in the room is shocked.  The Technician
	re-opens the craft's door and the loud HUM disappears.

				GENERAL GREY
		How did you do that?

				DAVID
		I gave it a cold.

	The President is fascinated, he steps closer.  Moishe beams
	proudly at his smart son.  Constance is amazed.

				DAVID (cont'd)
		More accurately, I gave it a
		virus.  A computer virus.

	David turns his laptop around for the President to see.

				GENERAL GREY
		Are you telling us you can send
		out a signal that will disable all
		their shields?

				DAVID
		Just as they used our satellites
		against us, we can use their own
		signal against them.

	David walks over to a diagram he's made showing the
	relationship between the Mother Ship, the Space Crafts and the
	smaller alien attackers.

				DAVID (cont'd)
		If we plant the virus directly
		into the mother ship, it would
		then filter down into all the
		corresponding ships below.

				NIMZIKI
		And just how do we infect the
		"Mother Ship" with a virus?

	David gestures to the alien attacker behind him.

				DAVID
		We'll have to fly their craft out
		of our atmosphere and dock with
		the mother ship.

	Intrigued Steve turns and looks back at the alien attacker,
	sizing it up.  David points to a satellite photo of the
	underbelly of the Mother Ship.

				DAVID (cont'd)
		We can enter here, upload the
		virus and set off an explosion
		that could disable it.  This would
		disorient the smaller ship below
		and buy you some time to take them
		out.

	Constance reacts, realizing David's participation in the plan.

				NIMZIKI
		This is ridiculous.

				GENERAL GREY
		How long would their shields be
		down?

				DAVID
		Once they discover the virus it
		could be a matter of minutes.

				NIMZIKI
		You want us to co-ordinate a
		massive world wide counter strike
		with a window of only a few
		minutes?

				GENERAL GREY
		With their shields down it might
		be possible.

				NIMZIKI
		Please, you're not buying into any
		of this nonsense, are you?  We
		don't have the manpower or the
		resources to launch that kind of a
		campaign.
			(gesturing to the alien
			 ship)
		Not to mention that this whole
		cockamamie plan is dependent on a
		machine that no one in the world
		is qualified to operate.

				STEVE (O.S.)
		I wouldn't say that, sir.

	Everyone turns to Steve who steps through the crowd.

				STEVE
		I've seen them in action.  I've
		watched their maneuvers.  With
		your permission, sir, I'd like the
		opportunity to try.

				NIMZIKI
		That thing's a wreck.  It crash
		landed back in the fifties!  We
		don't even know if it's capable of
		flying.

	David turns to the Technicians.

				DAVID
		Remove the clamps!

	Technicians move to the large holding clamps on either side of
	the craft.  With a loud CLANK, the clamps are pulled away.

	For a moment the hulking craft TEETERS unevenly, but quickly
	stabilizes, FLOATING ABOVE THEM.

				DAVID
		Any other questions?

	Everyone stares at the floating ship with wonder.

				PRESIDENT
		Let's do it.

	INT. HALLWAY - MOMENTS LATER

	Constance, General Grey and the President are walking down the
	hall.  Nimziki rushes to catch up.

				NIMZIKI
		I understand that you're upset
		over the death of your wife but
		that's no excuse for making
		another fatal mistake...

	The President whirls, grabs Nimziki and SLAMS him against the
	wall.  Holding him tight, the President gets in his face.

				PRESIDENT
		The only mistake I made was
		appointing a sniveling little
		weasel like you Chief of Staff.

	Constance is about to intervene when General Grey stops her.

				PRESIDENT (cont'd)
		But this is a mistake, I am
		thankful to say, I do not have to
		live with.  Mr. Nimziki, you're
		fired.

	The President releases him and turns to General Grey.

				PRESIDENT (cont'd)
		Organize every plane you can find
		and get some Goddamned pilots
		to fly them.

				GENERAL GREY
		Yes, Sir.

	He storms off leaving everyone stunned.

				NIMZIKI
		He can't do that.

				CONSTANCE
			(amazed)
		He just did.

							CUT TO:

	INT. MILITARY TENT - CONTINUOUS

	Four BRITISH AIR PILOTS are gathered around a table going over
	a map.  One pilot, REGINALD, is in charge.

				REGINALD
		...we've been told that there may
		be additional re-enforcement in
		hiding near the Golan Straights...

	Suddenly the flap to the tent opens.  All the pilots draw
	their pistols frightening the ARAB PILOT who stands in the
	doorway.  The Arab Pilot speaks quickly in Arabic.

				REGINALD
		What the hell's he saying?

				THOMSON
			(explaining)
		Seems they're getting a signal.
		One Morse code.

	EXT. DRY LAKE - SECONDS LATER

	As they step out of the tent we SEE more than a HUNDRED
	FIGHTERS PLANES from different nations parked around them.
	They've all gone into hiding out here in the desert, divided
	into many smaller camps.

	Reginald and Thomson follow their Arab cohort, walking through
	the many other campsites.  Thomson gets some stares from the
	IRAQI PILOTS.

				REGINALD
		I still get believe this.

				THOMSON
		The Iraqis don't appear altogether
		too pleased with this arrangement.

				REGINALD
		How do you think the Israelis
		feel?

	Sure enough a campsite of ISRAELI PILOTS sits very near by.

	ANGLE - ARABIAN AIR FORCE CAMP

	Dozens of Arab pilots are gathered around a large radio as the
	Morse code comes through.  Thomson quickly kneels down, taking
	notes.

				THOMSON
		It's from the Americans.  They
		want to organize a counter
		offensive.

				REGINALD
		It's about bloody time.  What do
		they plan to do?

	EXT. ICE PLATEAU - SIBERIA - DAY

	Several Russian Pilots are gathered around a radio, their
	dozen MIG FIGHTERS standing behind them.

				RUSSIAN #1
			(subtitled)
		They claims to be able to bring
		down their shields.

				RUSSIAN #2
		When do they want to attack?

	EXT. VOLCANO BASE - FUJI - DAY

	At the base of a large Volcano in Fuji, several Japanese
	attack helicopters stand near their pilots, gathered around a
	radio.

				JAPANESE PILOT
			(subtitled)
		The attack begins in thirteen
		hours.

							CUT TO:

	INT. AREA 51 - WAR ROOM - DAY

	A large world map has been constructed.  Several sites are
	marked with stickers reading: COMBAT READY.  Another sticker
	is put onto Mr. Fuji.

	Striding in, the President surveys the war room.  General Grey
	rushes over to meet him.

				PRESIDENT
		How're we doing?

				GENERAL GREY
		Better than we thought.

	General Grey leads the President over to the wall map.

				GENERAL GREY
		We have confirmed divisions of
		troops from different armies all
		around the world.  Most of Europe,
		the Middle East and Asia are
		battle ready.

				PRESIDENT
		And our troops here?

				GENERALE GREY
		We've been collecting planes from
		all over but...

				PRESIDENT
		But what, General?

				GENERAL GREY
		Pilots, sir.  We don't have enough
		people to get them in the air.

				PRESIDENT
		Then find them.

							CUT TO:

	INT. BRENNON TRAILER - NIGHT

	Troy is sleeping peacefully in his bed.  Russell sits at the
	kitchen table as Miguel enters.

				MIGUEL
		How' he doing?

				RUSSELL
		Just fell asleep.  He's gonna be
		just fine.  Join me in a little
		celebration?

	Russell holds up his bottle of Jack Daniels.  Clearly he's
	been drinking again.  Miguel is crestfallen.  Pissed he turns
	and storms out.

				RUSSELL
		Miguel.  Don't be mad.  Miguel!

	Drunkenly, Russell chases after him.

	INT. AREA 51 - REFUGEE CAMP - CONTINUOUS

	Making his way through the campers, Russell SEES a group of
	refugees around some MILITARY OFFICERS who addresses them.

				OFFICER
			(through megaphone)
		...We're planning to launch a
		counter offensive...

	Russell wanders over towards them.

				OFFICER (cont'd)
		...with our depleted manpower we
		must ask that anyone with any
		flight experience come forward.
		Military training is preferable
		but anyone who can fly a plane
		could be useful...

	Russell pushes his way through the crowd.

				RUSSELL
			(slurred)
		I can fly, I mean, I'm a pilot.

	The officer just stares at the bottle of Jack Daniels still in
	his hand.

				OFFICER
		Sorry, sir.

	Russell gets into his face, desperate.

				RUSSELL
		You don't understand.  I've gotta
		be part of this.  This is
		important to me.  They ruined my
		life.

				OFFICER
		Why don't you go somewhere and
		sleep it off.

	The Officers move on, taking a few volunteers with them.
	Russell watches them go, dejected.  Angrily, he throws the
	bottle of Jack, SMASHING it.

	INT. STORAGE LAB - NIGHT

	A large MISSILE slides back into a LAUNCHER that has been
	attached to the top of the alien attacker.  Some workers PAINT
	over the patch-work repairs.  Below, Mitchell briefs Steve and
	David.

				MITCHELL
		We've hid the launcher in the
		ship's manifold.

	Mitchell takes a small black box from a table near by.

				MITCHELL (cont'd)
		This will be attached to the ships
		main console.

				STEVE
		It's just like an AMRAAM launch
		pad on the stealths.

				MITCHELL
		Exactly.  Use it the same way.
		Only the nuke won't detonate on
		impact.  You'll have another
		thirty seconds to get as far away
		as you can.

				DAVID
		I'll see how they're doing with
		the radio transmitter.

				STEVE
			(checking his watch)
		Oh shit, we're late.

				DAVID
		We'll meet you there.

	Steve dashes off as David moves toward the attacker.
	Constance has been eavesdropping.  She walks to David.

				CONSTANCE
		Thirty seconds?  Isn't that
		cutting it a little too close?

				DAVID
		We'll be well on our way out of
		there before we shoot that thing
		off.

	David leans under the attacker where a TECHNICIAN is attaching
	another device.

				TECHNICIAN
		It's the strongest SHF transmitter
		we could get.  It'll tell us when
		you've uploaded the virus.

				DAVID
		Then cross your fingers the
		shields go down.

	David turns and walks away, Constance following.

				CONSTANCE
		With you?  I don't understand why
		you can't just show someone how to
		plant the virus, somebody trained
		for this kind of mission?

				DAVID
		If anything goes wrong I'll have
		to think quickly, adjust the
		signal, who knows?

	David stops, picking up a small trash can labelled "recycle."

				DAVID
			(smiling)
		You know how I'm always trying to
		save the planet.  This is my
		chance.

	David rushes off.  Constance watches him leave.

				CONSTANCE
			(to herself)
		Now he gets ambitious.

	INT. SMALL GATHERING HALL - SAME

	Jasmine is kneeling as Dylan tries to zip up the back of her
	dress.

				DYLAN
		It's too tight.

				JASMINE
		I had to borrow it.  I guess
		that's good enough.

	Jasmine stands, turns to Dylan.

				JASMINE
		How do I look?

	She looks great.  But Dylan only gives her the "so-so" hand
	gesture.

				JASMINE
		You're a lot of help.

	The door behind her flies open and Steve marches in.

				JASMINE
		You're late.

				STEVE
		You know me...

				JASMINE
		I know, you like to make a big
		entrance.

	Steve moves next to Jasmine, takes her hand.

				STEVE
		Before we do this, I want you to
		know I'm sorry.

				JASMINE
		Sorry for what?

				STEVE
			(serious)
		I should have done this a long
		long time ago.

				MALE VOICE (O.S.)
		Do you have the ring?

	As we REVERSE ANGLE we see that we are in a military CHAPEL, a
	large crucifix on the wall.  A CHAPLAIN stands by the altar.

				STEVE
		You bet.

	Steve pulls out the famous "dolphin" ring.

				CHAPLAIN
		Witnesses?

	Just then the doors open and David and Constance enter taking
	seats on opposing sides of the aisle.

				CHAPLAIN
		Then let's get this show on the
		road.

	Steve and Jasmine take their places at the altar.  Jasmine is
	radiant.  Dylan rushes up and joins them.

	As the ceremony begins, David and Constance share a pregnant
	glance.  Slowly they reach across the aisle and hold hands as
	Steve and Jasmine exchange their vows.

							CUT TO:

	HANGAR DOORS - PRE-DAWN

	Slowly spread apart revealing the myriad of different planes
	that have been gathered.  Pilots, flights crews and refugees
	prepare for the battle.

	EXT. AREA 51 - TARMAC - PRE-DAWN

	Walking out the President scans the motley collection of
	planes; old, new, high-tech, low-tech.

				GENERAL GREY
		Beggars can't be choosers, sir.

	Nodding in agreement, the President walks among the rank and
	file.  Slowly they turn their attention to the President.

				PRESIDENT
		Good morning.  In less than one
		hour planes from here and all
		around the world will launch the
		largest aerial battle in the
		history of mankind...
			(beat)
		Mankind.  The word has new meaning
		for all of us now.  We are
		reminded not of our petty
		differences but of our common
		interests.

	Constance, David and Moishe join the group, listening.  Even
	David is moved.

				PRESIDENT (cont'd)
		Perhaps it's fate that today, July
		the Fourth, we will once again
		fight for our freedom.  Not from
		tyranny, persecution or
		oppression.  But from
		annihilation.  We're fighting for
		our right to live, to exit.  From
		this day on, the fourth day of
		July will no longer be remembered
		as an American holiday but as the
		day that all of mankind declared
		we will not go quietly into the
		night.  We will not vanish without
		a fight.  We will live on.  We
		will survive.

	The crowd erupts into applause and cheers.  The President
	turns and walks over to an Officer holding a bundle of
	clothes.  General Grey confronts the President as he begins to
	disrobe.

				GENERAL GREY
		Mr. President, just what do you
		think you're doing?

				PRESIDENT
		I'm a pilot, Will.  This is where
		I belong.

	General Grey wants to argue but can't.

	INT. STORAGE LAB - SAME

	Constance and David embrace as Steve turns to Dylan.

				STEVE
		When I'm back we'll light those
		fireworks.

	Jasmine hugs them both as Moishe walks over to David.

				MOISHE
		David, take these.

	David looks down at the "barf bags" in Moishe's hand.

				DAVID
		Thanks, Pops.

				MOISHE
		I want you should know, I'm very
		proud of you, son.

	That means more to David than Moishe could have known.

				CONSTANCE
		Be careful.

	Constance hugs David as Steve suddenly freaks out.

				STEVE
		Damn it.  We can't go yet.  I
		gotta find some cigars.

	Steve is about to bolt when Moishe grabs him, retrieving two
	cigars from his coat pocket.

				MOISHE
		My last two.  With my blessings.

				STEVE
		You're a lifesaver.

	Steve grabs them and climbs inside.  David smiles awkwardly,
	then follows Steve.

	INT. ALIEN ATTACKER - CONTINUOUS

	The hatch shuts and David takes a seat next to Steve who hands
	him one of the cigars.

				STEVE
		Hang on to this.  For our victory
		dance.  But not 'til we hear the
		fat lady sing.

	Reluctantly David takes it.  As he does Steve notices the
	"barf bag" on David's lap.  Off Steve's look...

				DAVID
		I have a confession to make.  I'm
		not real big on flying.

				STEVE
		Great.

	INT. STORAGE LAB - SAME

	Constance and Jasmine join the others behind the observation
	glass outside the room as the Attacker prepares for lift off.

	Part of the ceiling suddenly PEELS AWAY, revealing an enormous
	SHAFT leading topside.

	INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

	Strapping in and securing their equipment, Steve grabs hold of
	the throttle.

				STEVE
		You ready?  Let' rock and roll.

	Steve pulls back on the throttle but the attacker swings
	BACKWARDS.

	INT. STORAGE LAB - SAME

	The Alien Attacker SMASHES BACKWARD into the rear of the lab.
	Moishe winces as the others react fearfully.

	INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

	Embarrassed, Steve adjusts the throttle.

				STEVE
		Oops.

	Like a stick shift diagram of a car, a small hand written
	"post it" card is pasted onto the dash.  Steve reaches over
	and turns it upside down, righting the problem.

				STEVE
		Let's try that again.

	This time he pushes the throttle forward and the Attacker
	JERKS ahead.

	INT. STORAGE LAB - CONTINUOUS

	Shooting up into the ceiling shaft above, the Attacker ZOOMS
	out of the underground laboratory.

	EXT. AREA 51 - SHAFT - SAME

	With a WHOOSH the Alien Attacker ZOOMS out of the underground
	shaft and SOARS into the sky.  Once high enough it goes into a
	wild barrel roll.

	INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

	Just as it comes out of the roll.

				DAVID
		What the hell are you doing?

				STEVE
		Just getting a feel for her.

	EXT. MORNING SKIES - CLOUD BANK - SAME

	The Attacker arcs upward and disappears into the clouds.

	EXT. AREA 51 - THE PRESIDENT'S PLANE - SAME

	The President watches the Attacker flying away.  His canopy
	locks down as he adjusts his helmet.

				PRESIDENT
		Grey, you read me?

				GENERAL GREY
			(filtered)
		Roger, Eagle One, our primary
		target has shifted course.

	INT. WAR ROOM - SAME

	General Grey is standing by the large map tracking the alien
	ships over the United States.

				PRESIDENT
			(filtered)
		Where's it headed?

				GENERAL GREY
		I think our secret is out.
		They're headed right for us.

	INT. PRESIDENT'S PLANE - SAME

				GENERAL GREY
			(filtered)
		ETA thirty six minutes.

	The President gets a determined look in his eye.  He FIRES UP
	his engine.  Following his lead, engines ignite, canopies lock
	down and planes taxi to position.

	EXT. UPPER ATMOSPHERE - ALIEN ATTACKER - SAME

	The captured alien attacker soars higher and higher.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	Slowly getting sick, David holds onto his "barf bag."

				STEVE
		You still with me?

	David nods sheepishly.  Steve's eyes go wide with wonder as
	the ship climbs to the edge of our atmosphere.

				STEVE
			(to himself)
		I've waited a long time for this.

	The ship begins to SHAKE, rattling harshly as it climbs.
	Through the window we SEE the blue sky EVAPORATE.  Slowly a
	field of STARS take its place.

	This is the moment Steve had wished for all his life.  He's
	not disappointed.  David, however, is not so thrilled.

	EXT. SPACE - STEVE AND DAVID'S ATTACKER - SAME

	Heading further into space, ZOOMING overhead.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	Through the windshield we see a huge OBJECT floating in
	the distance, the moon behind it.

				DAVID
		That's it.  Head straight for it.

	But Steve gets distracted, something wrong with the controls.

				STEVE
		Something's happening.  It's not
		responding.

	David looks over at his laptop, connected to the ship's on
	board computers.  Th signal is ADJUSTING.

				DAVID
			(thrilled)
		I was counting on that.  They're
		bringing us in.

	EXT. BLUE SKIES - MORNING

	The President's plane leads thirty fighters in attack
	formation.

				PRESIDENT
		We have visual.

	RESERVE ANGLE - ALIEN SPACE CRAFT

	The fifteen mile wide space craft peeks over a mountain range
	headed straight for us.

				GENERAL GREY
			(filtered)
		Do not engage until we've
		confirmed the package has been
		delivered.

				PRESIDENT
		Roger.

	INT. WAR ROOM - SAME

	Constance is standing by Lt. Mitchell behind the Military
	cadre coordinating the battle.

				CONSTANCE
		What if that thing gets here
		before we can plant the virus?

				MITCHELL
		The entire compound is buried deep
		within the mountain.  It should
		give us some protection.

				CONSTANCE
		But what about all the people
		outside?

	Mitchell shoots her a worried look.  Quickly they both dash
	outside.

	EXT. MOTHER SHIP - SAME

	Steve and David's attacker flies towards the gigantic Mother
	Ship.  Hundreds of other attackers flow in and out of the
	Mother Ship through the many triangular portals.  Steve and
	David's attacker's drawn into one of them.

	INT. PORTAL SHAFT - MOTHER SHIP - SAME

	Caught in a stream of attackers, they flow through the portal
	shaft leading into this planet sized space craft.  They pass
	by enormous windows revealing the HUNDREDS OF ALIENS working
	within the Mother Ship.

	We spill out of the shaft and into a gigantic cavity
	stretching out beyond visibility.  Enormous TOWERS are
	scattered throughout.

	INT. STEVE AND DAVID'S ATTACKER - CONTINUOUS

	Neither can believe their eyes.  Staring out the front window
	they SEES...

	STEVE AND DAVID'S POV ALIEN TROOP PARADE GROUND

	Below them THOUSANDS OF ALIENS can be seen as they are marched
	into dozens of enormous TROOP CONTAINERS docked at the edges
	of the parade grounds.

				DAVID
		Must be thousands of them.  What
		are they doing?

				STEVE
		Looks like they're preparing the
		invasion.

	INT. DOCKING STATIONS - MOTHER SHIP - CONTINUOUS

	They pass the parade ground and head into the middle of this
	huge cavernous sphere, closing in on the many LANDINGS.
	Hundreds of attackers are docked at each one.

	In the center of the Landing are large BAY WINDOWS, inside is
	a kind of control tower.  We can SEE several ALIEN WORKERS
	through the glass.  Steve and David's attacker is heading
	straight towards them.

				STEVE
		This won't work.  They'll see
		before we can do anything.

	Lifting up another hand written card labeled "window," David
	pushes the button underneath.

				DAVID
		These things are fully equipped.
		Reclining bucket seats, power
		windows...

	A BLAST SHIELD lowers covering the window.

	Slowly Steve and David's attacker lowers onto large docking
	CLAMPS which LOCK ON, holding it in place.

				DAVID
		We're in!

	David starts typing frantically.

	INT. WAR ROOM - SAME

	Mitchell turns from one of the consoles to General Grey.

				MITCHELL
		He's uploading the virus.

				GENERAL GREY
			(into mic)
		Eagle One...

	EXT. BLUE SKIES - SAME

	The Presidential attack squadron zeroing in on target.

				GENERAL GREY
			(filtered)
		...the package is being delivered.
		Stand by to engage.

				PRESIDENT
		Roger.

	EXT. AREA 51 - BRENNON TRAILER - SAME

	Alicia struggles to drag out a large duffle bag.  Philip (the
	boy who brought the penicillin earlier) rushes over.

				PHILIP
		Let me get that.

	He grabs the bag for her.  Alicia smiles.  Miguel helps Troy
	down from the trailer.  As they rush away, Miguel turns to
	Philip.

				MIGUEL
		Where's Russell?

	ANGLE - HANGAR - ENTRANCE TO COMPOUND

	Constance, Jasmine and Mitchell are helping to usher the
	refugees into the compound.

				CONSTANCE
		Hurry, we've got to get everyone
		inside.

	Constance looks up and SEES off in the distance...

	THE ALIEN SPACE CRAFT

	Piercing the horizon, coming over the top of a distant
	mountain.  Headed this way.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	David finishes typing.  The screen on his laptop flashes:
	UPLOAD COMPLETE.

				DAVID
		The virus is in.  All we can do
		now is pray.

	EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

				GENERAL GREY
			(filtered)
		Delivery complete.  Engage.

				PRESIDENT
		Roger.

	The fighter jets GUN IT and overtake the smaller planes in
	front of them.

	Below the President's plane the weapons bay door opens and a
	long range AMRAAM Missile DROPS DOWN, computes its target and
	DARTS OFF.

	INT. WAR ROOM - SAME

	Mitchell and General Grey move over to a monitor showing
	visual from the Present's Plane.  They SEE the missile
	moving towards target.

				GENERAL GREY
		Keep your fingers crossed.

	EXT. AMERICAN FIGHTERS - SAME

	The pilots watch nervously as the missile nears its target.

				PRESIDENT
		Come on, baby.

	ANGLE - AMRAAM MISSILE

	Just as it gets to the shield perimeter, the missile EXPLODES.
	The shields are still up.

	INT. WAR ROOM - SAME

	They watch the missile blow up harmlessly.  Deflated, General
	Grey grabs his mic.

				GENERAL GREY
		It didn't work.  Disengage.  Sir,
		get your people out of there.

	EXT. PRESIDENT'S PLANE - SAME

	The President is not ready to give up.

				PRESIDENT
		Not yet!

	Below his plane another MISSILE drops down, and DARTS OFF.

	ANGLE - MISSILE

	This one goes past the point of the previous explosion.  It
	moves in closer and closer.  Suddenly it HITS THE SIDE OF THE
	SHIP.  A HUGE EXPLOSION, rips off a part of the side of this
	immense ship.

	INT. WAR ROOM - SAME

	We SEE the explosion on the monitor.  Everyone in the room
	CHEERS.

				GENERAL GREY
		You did it!  A direct hit!

	EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

	The pilots are thrilled.

				PRESIDENT
		We're going in!  Squadron leaders,
		take point.

	The fighters break off into six group of five.  One by one,
	each fighter DROPS A MISSILE.  We follow DOZENS OF MISSILES on
	their way to the space craft.

	ANGLE - SPACE CRAFT

	The Attacker Bay doors open and DOZENS OF ALIEN ATTACKERS
	shoot out.  Spreading wide.

	Guided missiles EXPLODES as they hit the City Destroyer,
	damaging the outer hull.  The Attackers go after the American
	fighters.  The six groups split wide.  An aerial dog fight
	ensues.

	EXT. AREA 51 - REFUGEE CAMP - SAME

	Miguel searches for Russell as the refugees run for the
	hangar.

				MIGUEL
		Russell!

	Miguel gets swept up in the tide.  As the last of them enter
	the hangar, TWO ALIEN ATTACKERS arrive behind them, STRAFING
	the ground.  The rows of trailers homes EXPLODE one after
	another.

	ANGLE - ELEVATOR HALLWAY - BACK OF HANGAR

	Constance ushers the crowd into the elevator hallway.  Packed
	into the hallway together, they are panicked at the sound of
	the nearby explosions.  As the last one is safely inside,
	Constance turns back and SEES...

	CONSTANCE'S POV - HANGAR AND ATTACKERS

	The attackers FIRE and the front half of the hangar EXPLODES.
	Constance is KNOCKED back against the wall.  She activates the
	elevator and the room begins to SINK.

	As the hallway submerges, the entire hangar comes CRASHING
	DOWN behind them.

	INT. WAR ROOM - SAME

	Over monitors the General observes the aerial battle.  This
	room, too, ROCKS from the explosions.  The monitors FLICKER.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	Steve struggles with the controls but is getting no where.

				DAVID
		Get us out of here!

				STEVE
		I can't shake her free.

	EXT. STEVE AND DAVID'S ATTACKER - SAME

	Though the attacker guns its engine, the CLAMPS below HOLD
	TIGHT.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	David moves over to the computer to see if he can help.
	Suddenly the large window slowly begins to DROP DOWN.

				STEVE
		What're you doing?

				DAVID
		It's not me.  They're overriding
		the system.

	The blast shield continues to peel away.  David and Steve drop
	down below the dash, hiding from view.  As the view becomes
	unobstructed we SEE...

	POV - THROUGH WINDOW - THE LANDING

	Several Alien's looking across at us from the large bay
	window of the Landing's control tower.

				STEVE
		Damn!

	David leans from his hiding position and SEES several other
	alien attackers are moving in on them.  They are surrounded.

				DAVID
		Check and mate.

	INT. AREA 51 - RESEARCH FACILITY - SAME

	Like images from England during the blitzkrieg, the refugees
	are huddled on the floor, the lights FLICKERING and the muted
	sounds of distant EXPLOSIONS.  Miguel moves through the
	refugees, searching for Russell.

	A Yarmulke is unfolded.  As it is lifted we realize Moishe is
	putting it on.  He holds the hands with the people around him
	and begins to pray.  Nimziki moves next to Moishe.  Moishe
	takes his hand.

				NIMZIKI
		I'm not Jewish.

				MOISHE
		It's okay.

	ANGLE - PHILIP AND ALICIA

	As another bomb rocks the room, Alicia moves closer to Philip.

				ALICIA
		This could be our last night on
		Earth.  I don't want to die a
		virgin.

				PHILIP
		If we do, we'll both die virgins.
		But at last we'll be together.

	Alicia smiles, a nice guy at last.

	EXT. AREA 51 - SPACE SHIP - SAME

	The City Destroyer space ship is settling just above the
	compound as the American fighters circle it, chased by the
	attackers.  Below the SCHISM begins to open!

	INT. WAR ROOM - SAME

	In all the commotion, no one notices as Miguel sneaks inside.

				OFFICER
		We're running out of missiles,
		Sir.  We're just not causing
		enough damage.

	EXT. PRESIDENT'S PLANE - SAME

				GENERAL GREY
			(filtered)
		They're getting ready to fire the
		big gun.  You're going to have to
		find a vulnerable spot, fast.

				PRESIDENT
		I've got an idea.  Keep 'em off my
		tail.

	Taking the advice, the President DIVES.  He's met by two
	flanking Fighters (EAGLES 9 & 2) as they cruise the underbelly
	of the City Destroyer.  Sure enough, the SCHISM is opening,
	preparing to fire the WALL OF DESTRUCTION.

				PRESIDENT
		Let's take 'em out before they
		take us out.

	The President locks the SCHISM hatchway into the center of his
	HUD (heads up display).  Just as he FIRES, Eagle 9 is BLOWN
	OUT OF THE SKY.  It rocks the President, sending his missile
	off target.

	Off balance, the missile hits just wide of the hatchway and
	EXPLODES, rocking the entire ship.

				PRESIDENT
		I'm out of missiles!  Eagle 2?

				EAGLE #2 PILOT
		I'm on it.

	But before he can target, his fighter EXPLODES.

	INT. HALLWAY - SAME

	The lights continue to flicker.  Jasmine grabs onto Dylan and
	Patricia, holding them tight.

	INT. WAR ROOM - CONTINUOUS

	On the monitor we SEE the SCHISM, and BRIGHT LIGHTS as several
	fighters fly past.

				GENERAL GREY
		We're out of time.  Get out of
		there!  Get as far away as you
		can.

	EXT. PRESIDENT'S FIGHTER - SAME

	Pissed, the President refuses to give up.

				PRESIDENT
		Doesn't anyone have any damned
		missiles left?!

				RUSSELL (O.S.)
		Sorry I'm late, Mr. President.

	The President spins and SEES darting out of the clouds...

	RUSSELL'S OLD BI-PLANE

	Russell ZOOMS past the President and alien attackers, barely
	missing their FIRE.

				PRESIDENT
			(filtered)
		Who is that?  What are you doing?

				RUSSELL
			(into mic)
		It's okay, Sir.  I'm packin'.

	We SEE he has a large MISSILES propped up in the seat behind
	him.  A light on it flashes ARMED.

	INT. WAR ROOM - SAME

				RUSSELL
			(filtered)
		Just keep those guys off me for a
		few more seconds.

	Hearing his voice, Miguel is shocked.  He moves closer towards
	the monitors.

	EXT. CITY DESTROYER - SAME

	The remaining fighters lay down COVER FIRE for Russell's old
	bi-wing.  Russell heads directly TOWARDS THE SCHISM.

	INT. WAR ROOM - SAME

	Everyone is gripped to the screen as we see it get closer and
	closer to the closing bay doors.  Miguel is aghast.

				RUSSELL
			(filtered)
		Do me one favor...

				OFFICER
		Who is that guy?

				MIGUEL
		Russell!

	Miguel races over to the microphone, attempts to grab it.

				RUSSELL
			(filtered)
		...tell my children I love them
		very much.

	EXT. CITY DESTROYER - SCHISM - SAME

	Russell nears the SCHISM, a hail of alien firepower erupting
	around him.

				MIGUEL
			(filtered)
		Dad!  No!

	Russell smiles at b being called "Dad."

				RUSSELL
		I've got to, kid.  You were always
		better at taking care of them than
		I was anyways.

	Russell turns off his radio as he banks UPWARD towards the
	open SCHISM.  The climb is steep, and the bi-wing nearly
	stalls out.

	Suddenly the bright lights VANISH and the beam begins to form.

	Russell's bi-wing just makes it INSIDE THE OPEN SCHISM and
	disappears from view.

	The President and remaining fighters BANK AWAY, clearing.

	Suddenly, A GIGANTIC EXPLOSION, RIPS THROUGH THE CENTER OF THE
	SPACE CRAFT.  It's causing a CHAIN REACTION of explosion.

	Teetering, the entire space ship, turns away out of control.

	INT. WAR ROOM - SAME

	The room erupts in CHEERS.  Everyone, that is, except Miguel.

	EXT. MOUNTAIN RANGE - SAME

	Not far away from Area 51, the enormous craft is burning from
	the center outwards.  Suddenly it DROPS and COLLIDES with the
	mountain range, EXPLODING ON IMPACT.

	INT. WAR ROOM - SAME

	Intercepting the celebration, General Grey moves over to a
	radio technician.

				GENERAL GREY
		Let's get on the wire.  Tell every
		squadron around the world how to
		shoot those fuckers down.

	INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

	Sitting below the dash, Steve takes out the cigars, hands one
	to David.

				STEVE
		I guess there's nothing left to
		do.  Let's nuke 'em.

	David realizes they're both about to die.  He stares at the
	cigar.

				DAVID
			(re: cigar)
		Funny, I always thought things
		like these would kill me.

	They share a quick sober laugh.

				STEVE
		Nice meeting you.

				DAVID
		You as well.

	Steve lights his cigar, then lights David's.

				STEVE
		Ready?

	EXT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

	Popping up from behind the dash, cigars in their mouths, Steve
	and David start waving "good-bye" like idiots.

	The Aliens in the tower don't know how to react.  The
	attackers move in for the kill.

	INT. STEVE AND DAVID'S ATTACKER - SAME

				STEVE
		Think they know what's coming?

	He reaches down to the black box we saw before and enters the
	launch code.

				DAVID
			(still waving)
		Not a chance in hell.

	EXT. STEVE AND DAVID'S ATTACKER - SAME

	Suddenly the missile ERUPTS from behind the manifold and
	BLASTS into the control tower, SHATTERING THE GLASS WINDOW.

	INT. CONTROL ROOM - CONTINUOUS

	The missile SMASHES through the glass.  The atmosphere
	impeached, the aliens quickly succumb to the elements, chocking
	and dying.

	The missile BLASTS by WRECKING equipment until it LODGES into
	the back wall of the Landing tower.

	A small counter on the missile begins to count down 30:00,
	29:00, 28:00...

	EXT. DOCKING CLAMPS - SAME

	Rocked from the explosions, the docking clamps RELEASES and the
	ships jostles free.

	INT. STEVE AND DAVID'S ATTACKER - SAME

	Steve grabs the controls.

				STEVE
		We're loose!

				DAVID
		Doesn't matter.  Game's over.

				STEVE
		I don't hear no fat lady.

	Steve THROTTLES IT.  The craft JOLTS AWAY.

	EXT. DOCKING STATION - SAME

	Steve and David's attacker BLAST away, the other alien
	attackers follow in hot pursuit.

	The attackers FIRE.  Steve SWERVES avoiding the blasts as they
	race for the exit.

	INT. LANDING - CONTROL TOWER - SAME

	Grasping for breath, a dying Alien looks up at the wedged in
	nuclear missile.  The counter reads: 00:04, 00:03, 00:02.

	We get the feeling the Alien knows what's coming.

	INT. DOCKING BAY - SAME

	Steve and David's attacker just reaches the doorway as the
	center of the landing EXPLODES behind them.

	The enormous impact, rocks some of the lagging attackers off
	track.

	EXT. MOTHER SHIP - SAME

	Steve DARTS his attacker out from underneath the Mother Ship's
	belly.  A group of attackers FOLLOW.

	Just as the last of them exit the docking bay, a HUGE FIREBALL
	erupts behind them ripping through the Mother Ship.

	ANGLE - FARTHER AWAY

	ZOOMING towards us, Steve guides his ship away.  The Alien
	attackers in hot pursuit.  Behind them we SEE the ENTIRE
	MOTHER SHIP EXPLODE.

	The immense EXPLOSION GROWS OUTWARDS coming right at us.  The
	ATTACKERS are GOBBLED UP as the EXPLOSION WIDENS.  Quickly the
	explosion gains ground on Steve and David.

	ANGLE - STEVE AND DAVID'S SHIP

	Like a loose board caught in the surf, Steve and David's ship
	rides the edge of the explosion, getting knocked END OVER END.

	INT. STEVE AND DAVID'S ATTACKER

	Tumbling ass over tea kettle, David and Steve are ROCKED in
	their seats.  Steve battles to regain control of the ship.

	EXT. STEVE AND DAVID'S SHIP

	The mammoth fireball reaches the outer edge of its zenith.
	Steve and David's ship is SPIT OUT, tumbling down towards
	EARTH.

	EXT. AREA 51 - TARMAC - SAME

	The fighters are returning home.  Crowd RACE out of the ruins
	of the smoldering compound to greet them, cheering their
	arrival.

	THE PRESIDENT'S PLANE

	The President is climbing out as General Grey rushes to his
	aid.  Behind him, Jasmine leads Dylan and Patricia, who breaks
	free and RUSHES to her father.  The President sweeps her up in
	his arms as Jasmine approaches.

				JASMINE
			(to General Grey)
		Any word from Steve?

	Behind her, Constance rushes over, the same thing on her mind.
	Before he can answer they HEAR a ROAR above.  They all become
	silent as they turn and look to the skies.

	ANGLE - BLUE SKIES - FIREBALL

	The FIREBALL COMET is rapidly shooting down towards us.
	Suddenly BURSTING OUT OF THE FLAMES, Steve and David's ship
	DARTS DOWN.

	Just over the heads of the cheering crowds, Steve and David's
	ship ZOOMS overhead, disappearing out of sight.

	EXT. DRY LAKE - DESERT - MINUTES LATER

	Several army JEEPS race across the arid desert floor.  As they
	WHIP past we see they are headed towards a gigantic BLACK
	PLUME OF SMOKE in the distance.

	ANGLE PLUME OF SMOKE

	The Jeeps SKID to a halt.  Jasmine and Constance are the first
	to leap off the Jeeps.

	Steve and David walk towards us, cigars in their mouths.
	Jasmine races over to him.

				JASMINE
		You scared the hell out of me.

				STEVE
		Yeah, but what an entrance!

				JASMINE
		Dick-weed.

				STEVE
		Butt-munch.

	Constance comes running up to David, hugs him tightly.

				CONSTANCE
		Are you all right?

				DAVID
		Did it work?

				CONSTANCE
		You bet it did.

	She hugs him.  They kiss.

	ANGLE - STEVE AND JASMINE

	Behind them Dylan, Patricia, the President and General Grey
	come walking over.  The President and General Grey approach.

				PRESIDENT
		We're getting reports from all
		over.  Their ships are going down!

	As they begin to celebrate, they look up to the sky.

	GROUP POV - BRILLIANT LIGHTS IN THE SKIES

	The debris from the Mother Ship explosion enters the
	atmosphere like thousands of SHOOTING STARS.  It's an
	incredible sight.

	The group stares happily at the show in the sky.  Steve takes
	Dylan by the hand.

				STEVE
		Didn't I promise you fireworks?

	Everyone stares in wonder at the beautiful lights.

					THE END