Android Army
       "ANDROID ARMY" a screenplay by William C. Martell        
        copyright 2000 by William C. Martell

                          "ANDROID ARMY"


        INT. CARNUBIUM MINE -- DAY

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

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

        Muscled arms, a trim body, alien face partially covered by
        the nose piece from a rebreather tank.  MERRITT is a hip
        alien with a sarcastic wit and a kick back attitude, sentenced
        to 25 years for hijacking cargo ships.

        A GUARD nudges Merritt with a rifle, prompting him to work.

                         MERRITT
                Hey! Can't you see I'm trying to sleep?

        Merritt hefts the axe ad gets back to work.

        THERE ARE THREE TYPES OF PRISONERS working the mine:

        Aliens like Merritt.                                   
        Humans like PRATT, a burned out three time looser with a
        weight lifter's body.                                   
        But more than half the prisoners are chrome fingernailed
        Androids, sentenced for killing humans on Earth.  None of
        the Androids wear re-breathers... they don't need them.

        RALPH 124C41 is the leader of the Android gang.  A HUGE mean
        looking droid with metal fingernails and grey eyes, guilty
        of brutally murdering more than fifty humans.  He slams his
        axe into the rock... Imagining it's the Warden's head.

        Working beside Ralph 124C41 are his two henchmen: SMITH EE17,
        a wiry Android with slicked back hair, aluminum teeth, and
        pincher claw hands.

        And COBLENTZ HL2000, whose body is criss-crossed with baseball-
        like seams where he's been sewn together after knife fights.

        Coblentz HL2000 breaks through a wall, exposing a vein of
        glimmering Carnubium.

                         COBLENTZ
                The fucking motherlode.  Vein of
                Carnubium!

        Merritt wrinkles his nose under the rebreather.


                                        (CONTINUED)

                                                        2.


                         MERRITT
                Shit, Coblentz, what you found is a
                damned Deros Cave.  If you weren't a
                fucking Android you could smell 'em. 
                Let's get out of here before we're
                lunch.

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

        The other PRISONERS yell and scramble out of the mine.

        One of the GUARDS fires his rifle, forcing the Deros back.


        EXT. MOUTH OF THE CAVE -- DAY

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

                         NOWLAN
                Warden wants to see you.

                         MERRITT
                Must be my lucky day.

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

        Nowlan clips magnetic leg shackles onto Merritt, then nods
        for his assistant AL BESTER to take over.

        Bester is a farm boy prison guard.  Not only second in
        command, but  Nowlan's best friend.  He wears a cowboy hat,
        has a small town attitude.  Bester gestures for Merritt to
        get to his feet.

        Nowlan prods Ralph 124C41 with the rifle, and the Android
        grabs the barrel.  Nowlan pulls the gun back, then JAMBS it
        into Ralph's gut.

                         NOWLAN
                Warden wants to see you.

                         RALPH
                Screw you, screw.

                         NOWLAN
                I've got the gun: Screw YOU. Now, you
                going to cooperate, or am I going to
                have to shoot you again?

        Ralph snarls and Nowlan clips on the magnetic shackles.

                                        (CONTINUED)

                                                        3.


        Nowlan prods Ralph to his feet, escorts the prisoners away.


        EXT. PRISON BUILDING - ESTABLISHING -- DAY

        The Prison Building scorches under Isaac's twin suns.


        INT. GERNSBECK'S OFFICE -- DAY

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

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

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

                         GERNSBECK
                   (sarcastic)
                My two favorite prisoners.  Merritt.
                Ralph 124C41.

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

                         GERNSBECK
                Nowlan. Bester. Better stick around.

        Nowlan and Bester nod, and keep their guns ready.

        Gernsbeck lifts two manila folders, giving a false smile.

                         GERNSBECK
                I've been looking over your files,
                gentlemen. Interesting reading.
                   (to Merritt)
                Mr. Merritt.  Twenty five years hard
                labor for the armed hijack of twelve
                cargo shuttles...

                         MERRITT
                Fourteen.  There was two they couldn't
                prove.

                         GERNSBECK
                You seem to have trouble obeying the
                rules around here.
                         (MORE)


                                        (CONTINUED)

                                                        4.


                         GERNSBECK (CONT'D)
                You've been disciplined by electroshock
                forty three times.
                   (beat)
                I have disciplined you more than thirty
                times myself...

                         MERRITT
                   (sotto)
                Sadistic fucker.

                         GERNSBECK
                What was that?

        Merritt just smiles.

        Gernsbeck pulls the other folder and looks up at Ralph 124C41.

                         GERNSBECK
                Ralph 124C41. Life without parole for
                murdering fifty seven people on Earth. 
                It says here you were reprogrammed
                twice, but kept on killing.

                         RALPH
                Humans are scrap.

                         GERNSBECK
                If it were my decision, I would have
                you disassembled and melted down,
                sold as slag.

                         MERRITT
                Ralph the toaster.

        Gernsbeck looks from Ralph to Merritt.

                         GERNSBECK
                As you know, your labor has been leased
                by Manrocci Industries to mine the
                Carnubium deposits here on the planet
                Isaac.  Now that the Carnubium has
                been depleted, this prison colony
                will be closed down.
                   (beat)
                The human and alien prisoners will be
                reassigned to the mining colony on
                Mars....

                         RALPH
                And the 'droids?




                                        (CONTINUED)

                                                        5.


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

                         RALPH
                What about a repairs technician?

        Gernsbeck gives Ralph an evil smile.

                         GERNSBECK
                No.  If you break down, you're on
                your own.  Maybe you can repair
                yourself...

        Ralph goes berserk.

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

        Nowlan and Bester hold him in his chair.

        Gernsbeck hits a buzzer.  Two other guards enter the office:
        KLINE, a jokester ex-Marine, and STILSON, an attractive female
        guard.  Stilson and Nowlan exchange smoldering looks, sparks
        of attraction between them.

        KLINE SLAMS Ralph with his gun butt until he sparks, then
        drags him out with Bester and Stilson's help.

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

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

        Gernsbeck pulls the photo out of Merritt's hands.

                         GERNSBECK
                Keep your hands off my daughter.

                         MERRITT
                Okay. But you better tell her to keep
                her hands off of me... You KNOW she's
                looking for some "close encounters".

                         GERNSBECK
                I'll light you up like a Christmas
                Tree.  You'll get enough voltage to
                fry that evil little sociopathic brain
                of yours...

                                        (CONTINUED)

                                                        6.


                         MERRITT
                She must take after her mother, Verne,
                because I don't see a lick of family
                resemblance.  Was your mail man a
                handsome guy?

        Gernsbeck is about to explode. He turns to Nowlan.

                         GERNSBECK
                Get him out of here!

                         MERRITT
                I was just beginning to like it, here.
                Thinking about opening an ice rink..

        Nowlan uses his gun to prod Merritt to his feet.

                         NOWLAN
                Come on.  Now.

        Merritt lifts his hands and co-operates, allowing Nowlan to
        escort him out of the Warden's office.


        INT. COMMAND CENTER -- DAY

        Nowlan escorts Merritt out of the Warden's office and across
        the Command Center.

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

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

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

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

                         MERRITT
                Well hello.

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

                         GARBY
                Is it true what they say about 'Smovs?

                                        (CONTINUED)

                                                        7.


                         MERRITT
                Depends upon what they say.

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

                         MERRITT
                Well, that's true about ME.

                         GARBY
                Is it?

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

                         MERRITT
                Until we meet again.

                         GARBY
                I'll be waiting.

        They exit and Garby crosses to her father's office and pops
        open the door.

        ON THE VIDMAP

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


        INT. CARNUBIUM MINE -- DAY

        Ralph 124C41 slams the pick axe into the rock, grumbling to
        himself.  He's about to explode in anger.

        Pratt cracks through some rocks and a cloud of dust billows
        into his face.  He takes a step back, covering his eyes...
        bumping into Ralph.

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

                         RALPH
                Human scrap! Don't ever touch me.

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

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

                         RALPH
                I do what I please.


                                        (CONTINUED)

                                                        8.


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

        Ralph lowers the axe head from Pratt's neck... and JABS it
        at Merritt.

                         RALPH
                Screw you.

        Merritt grabs the axe head quickly.

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

        Ralph lets go of the axe and rushes Merritt.

        The two begin fighting, and it spills out of the cave into
        the twin sunlights.


        EXT. MOUTH OF THE CAVE -- DAY

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

        ON ONE SIDE OF THE CIRCLE, Human and Alien prisoners cheer
        on Merritt.  On the opposite side, Android prisoners with
        chrome fingernails cheer on Ralph 124C41.

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

                         RALPH
                Ready to die, Alien?

                         MERRITT
                No.  I'm ready to pound you into sheet
                metal.

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

        Coblentz HL2000 yells at the cheering crowd.

                         COBLENTZ
                No one can fight an Android and win.

                         PRATT
                Yeah? Merritt will turn him into SCRAP!


                                        (CONTINUED)

                                                        9.


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

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

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

        Merritt staggers back, cradling his injured hand.

        THE LINE OF ANDROIDS pushes Merritt back towards Ralph.

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

                         RALPH
                No air, no life.

        Merritt is beginning to turn blue, when he pulls back his
        head and SLAMS it into Ralph's.

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

        Merritt takes a deep breath from the rebreather tank, and
        goes into action.  He spins, kicking Ralph in the head.

        RALPH AND MERRITT exchange kicks and punches.               
        It's a battle of the titans.                              
        Merritt is a great fighter, but his blows do little to slow
        down Ralph 124C41... No one can fight an android and win.

                         COBLENTZ
                Steel against flesh.  You CAN'T win,
                Merritt!

                         PRATT
                He'll win.  Brains against silicon.

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

        Ralph sends a foot flying at Merritt's head, but Merritt
        catches it and flips him head over heels onto the sandstone.

                         MERRITT
                Kissing the ground I walk on, tin
                man?


                                        (CONTINUED)

                                                        10.


                         RALPH
                Screw you.

        Ralph rushes Merritt, slicing out with his chrome fingernails
        and tearing into the Alien's shirt.  Merritt jumps back,
        then lands a pair of kicks to Ralph's head.

        Merritt moves in to punch the Android, but Ralph swings out
        and kicks the rebreather off Merritt's face.  Without oxygen,
        Merritt falls back, clutching at his throat.

        RALPH LAUGHS in victory.

        Merritt grabs the rebreather mask and forces it onto his
        face, taking deep breaths until he stabilizes.

        BANG!  BANG!  Two gunshots.

        Nowlan and Bester break through the circle and pulls Merritt
        and Ralph off of each other.

                         NOWLAN
                Break it up! Break it up!

                         BESTER
                Who wants the first one?  Coblentz?

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

        Nowlan grabs Merritt by the collar and drags him out of the
        circle, tossing him against the rocks.

                         NOWLAN
                You stupid, convict?  Trying to get
                yourself killed?  That android'll
                tear you apart.

                         MERRITT
                He's scrap.

                         NOWLAN
                Some day, Alien, you and me is gonna
                fight.

                         MERRITT
                I'll be looking forward to it.

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

        No luck.  Merritt moves to his feet and laughs.

                                                        11.


        INT. LOCKER ROOM -- DAY

        NOWLAN SLAMS THE DOOR on his locker, anger still bubbling
        inside of him.

                         BESTER
                You shouldn't let him rattle your
                cage like that.

                         NOWLAN
                Right.

                         BESTER
                By Thursday night, this will all be
                over.  Merritt'll be breaking red
                rocks on Mars.

                         NOWLAN
                My luck, I'll be reassigned there as
                a guard.

                         BESTER
                Then you could date Stilson.

                         NOWLAN
                Stilson?

        They leave the locker room.


        INT. CIRCULAR HALLWAY -- DAY

        Nowlan and Bester walk around a circular hallway towards the
        crew quarters.

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

                         NOWLAN
                Maybe.

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

                         NOWLAN
                Okay, Bester.
                         (MORE)


                                        (CONTINUED)

                                                        12.


                         NOWLAN (CONT'D)
                Say I end up on the Mars Colony and
                Stilson gets transferred to Earth.
                   (beat)
                How do we rhumba when she's thirty
                nine million miles away?

        Nowlan opens the crew quarters door for Bester.

                         BESTER
                You could FAX her kisses.

                         NOWLAN
                That's satisfying.

        Nowlan lets the door slam closed behind them.


        EXT. PRISON BUILDING - ESTABLISHING -- DAY

        The prison building bakes under the twin suns.

        A TITLE IS SUPERED: "THURSDAY"

        We see the shuttle zoom out of the sky and begin its slow
        descent to the Prison's shuttle dock.  The shuttle lands.


        INT. GERNSBECK'S OFFICE -- DAY

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

                         NOWLAN
                All of the electronic weapons and the
                majority of the human and alien
                prisoners have been transferred off
                the planet.

                         GERNSBECK
                Who's left?

                         NOWLAN
                Skeleton crew.  Stilson, Giesy, Kline,
                Carter, Bester and myself.  All of
                the Max Security prisoners, including
                Merritt...

                         GERNSBECK
                Shackle them into the shuttle as soon
                as possible.





                                        (CONTINUED)

                                                        13.


                         NOWLAN
                It's going to take ten hours for it
                to refuel.  That's a lot of time
                chained to a chair.

                         GERNSBECK
                Do it.  I want all of the Max
                Securities locked into the shuttle
                brig as soon as possible.

                         NOWLAN
                Sir, with all due respect....

                         GERNSBECK
                Just do it, Nowlan.  If Merritt or
                Pratt complains, I'll jettison them
                into deep space.  I'm in charge, here.

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

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

                         NOWLAN
                The shuttle just docked.


        INT. COMMAND CENTER -- DAY

        GIESY, a guard who's a Born Again Christian, puts the lid on
        a create of rifles and begins nailing it closed.

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

                         STILSON
                What about the operating system?

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

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


                                        (CONTINUED)

                                                        14.


                         KLINE
                Then they'll go to hell.  Ask Giesy.

        Giesy looks up from hammering, frowns threateningly at Kline.

                         KLINE
                Sorry, they're Droids.  Droids don't
                go to hell, they aren't human.

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

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

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

        Campbell holds out his hand to shake, and Kline takes it.

                         KLINE
                Kline.  I'm a Marshal, here.

                         CAMPBELL
                If you're the Marshal, who's the
                Sheriff?

        A bad joke, which rates only a smile.

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

                         CAMPBELL
                I've been accused of that.

                         KLINE
                This is Giesy, and...

                         CAMPBELL
                Who's the pretty lady?

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

                         STILSON
                Janet Stilson.  Marshal Stilson to
                you.

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

                                        (CONTINUED)

                                                        15.


                         STILSON
                I'm sure you could use the sleep.

                         CAMPBELL
                Not what I had in mind.

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

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

        Garby returns the smile.

                         CAMPBELL
                J.W. Campbell, the shuttle pilot.

                         GARBY
                Really?

                         CAMPBELL
                That's right.  I've got ten hours to
                kill.  Thought I'd spend it in bed.

                         GARBY
                Did you?  That sounds interesting.

                         CAMPBELL
                Could be.
                   (beat)
                Tell me: What's a beautiful girl like
                you doing on a prison planet?

                         GARBY
                They didn't tell you?

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

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

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

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




                                        (CONTINUED)

                                                        16.


                         KLINE
                Warden's daughter.  Strictly off limits
                around here.

        Campbell nods slowly.


        INT. BLOCK 11 BUNK ROOM -- DAY

        A room filled with cots, used by the Androids for resting.
        But all are empty.

        A GROUP OF ANDROIDS ring Ralph 124C41, who stands on a table.
        All of the Androids are nodding at everything Ralph says. 
        Becoming angry and agitated.

                         RALPH
                These humans are SCRAP and should be
                treated like SCRAP!  The time has
                come for the Androids to seize power.
                Kill every human and alien on the
                planet.  And have the Warden's head
                on a plate!

        The Androids CHEER LOUDER AND LOUDER.


        INT. HALLWAY #6 -- DAY

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

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

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

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


        INT. HALLWAY #7 -- DAY

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

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

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



                                        (CONTINUED)

                                                        17.


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

                         STILSON (V.O.)
                Who is it?

                         KLINE
                Kline.

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

                         KLINE
                Can't.  Lost it last week.

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

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


        INT. COMMAND CENTER -- DAY

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

        Stilson shakes her head at Kline.

                         STILSON
                You're such a screw up, Kline.

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

        Stilson rolls her eyes and points to the last twenty crates
        of weapons.

                         STILSON
                Come on.  Let's get them loaded.

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

                         STILSON
                Giesy, put God on hold and give us a
                hand, here.

        Giesy ignores her, finishing his prayers before helping them.

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


                                        (CONTINUED)

                                                        18.


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

                         STILSON
                I think we can tie it on top.

                         KLINE
                Skip it.  I'll take nineteen crates
                this load and one the next.
                   (beat)
                Big deal.  It's not like the shuttle's
                going anywhere for the next nine hours.

                         STILSON
                You're wasting a trip.

        Kline hops into the scooter and starts it up.

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

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

                         STILSON
                I'm going to miss him.

        Giesy ignores her and begins to pray.


        INT. HALLWAY #7 -- DAY

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

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

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

                                                        19.


        INT. HALLWAY #6 -- DAY

        Nothing.                                              
        Hallway #6 is empty.

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

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

        Bored out of his mind.


        INT. COMMAND CENTER -- DAY

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

        ANOTHER PAIR OF GUARDS escorts a dozen leg-shackled PRISONERS
        into the command center.

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

                         STILSON
                What are you going to do with them?

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

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

                         NOWLAN
                Gernsbeck wants them secured in the
                shuttle immediately.

                         STILSON
                We aren't leaving for another nine
                hours.

                         NOWLAN
                Gernsbeck's idea of discipline.

                         MERRITT
                You want to hear my idea of discipline?

                         NOWLAN
                No.

                                        (CONTINUED)

                                                        20.


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

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

        Nowlan turns to Giesy and Carter.

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

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

        PRATT is shackled to Carter, and MERRITT is shackled to Giesy.

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

                         CARTER
                Shut up, Merritt.

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

        Stilson watches the video monitor.

        ON THE MONITOR

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

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

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

                         NOWLAN
                He's WHAT?

                         STILSON
                Just goofing off, as usual.

                         NOWLAN
                Tell him if he doesn't get back here
                to get this crate he'll be goofing
                off on suspension with out pay for
                two weeks.

                                        (CONTINUED)

                                                        21.


        Stilson clicks on a microphone and speaks into it.

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

        ON THE MONITOR

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

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


        INT. HALLWAY #7 -- DAY

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


        INT. HALLWAY #6 -- DAY

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

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

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

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

        Carter grabs Kline's shoulder to turn him around, and Kline
        falls over... DEAD!                                  
        Neck torn open, blood soaking the front of his uniform.

                                        (CONTINUED)

                                                        22.


                         CARTER
                Oh my God!

        BANG!  BANG!                                           
        Gunfire begins spraying over the men, bullets ricocheting.

        ALL HELL BREAKS LOOSE!  Gunfire blasting everywhere.


        INT. COMMAND CENTER -- DAY

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

                         STILSON
                Nowlan?

                         NOWLAN
                What is it?

                         STILSON
                All of the cell blocks are empty.

                         NOWLAN
                Sure.  We transferred out the prisoners
                yesterday...

                         STILSON
                Even the Androids.

        Nowlan turns away from his paperwork, color draining from
        his face in shock.

                         NOWLAN
                Shit...

        BANG!  BANG!  BANG!                                  
        Bullets begin flying through the command center, shattering
        glass and exploding computer monitors.

        ALL HELL BREAKS LOOSE!                                 
        Gunfire blasting everywhere.                              
        The crew hits the dirt, bullets ricochet overhead, exploding
        a planter right above Bester and showering him with dirt.


        INT. HALLWAY #6 -- DAY

        THE PRISONERS AND GUARDS are pummelled with gunfire.           
        Bullets spark off the walls.

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


                                        (CONTINUED)

                                                        23.


        COBLENTZ HL2000 yells above the gunfire.

                         COBLENTZ
                You're all SCRAP! Kill the humans!

        THE ANDROIDS aims their stolen guns at the Prisoners and
        Guards and open fire.

        A PAIR OF PRISONERS get killed, slamming back against the
        wall and leaving a smear of blood.

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

                         MERRITT
                Guard's gun.

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

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

                         MERRITT
                Shit!

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

        PRISONERS lay wounded and screaming on the floor, chained
        together and trapped.  Gunfire blasts around them,
        occasionally cutting off one of their screams.

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

                         PRATT
                We've got to run.

        Carter nods an affirmative.  Bullets spray around them.

                         PRATT
                On three.  One.  Two. Three!

        Carter and Pratt pop to their feet.                     
        Running to Hallway #7.

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

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

                                        (CONTINUED)

                                                        24.


                         PRATT
                Carter, come on!

        But instead sees Carter get shot a half dozen times.  Killed.
        Pratt runs around the corner to safety.


        INT. GERNSBECK'S OFFICE -- DAY

        Gernsbeck hides under his desk as bullets ricochet through
        his office.  He's scarred, shaking.  A trickle of urine runs
        down the leg of his pants.


        INT. COMMAND CENTER -- DAY

        BULLETS fly over Nowlan's head.                         
        He looks to Bester, covered with dirt, notices the last crate
        of guns just behind him.

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

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

                         BESTER
                I need a hammer!

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

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

        Stilson ducks as the monitor above her is destroyed.

                         STILSON
                Shit!

        Stilson closes her eyes as debris rains around her.

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

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

                         NOWLAN
                How many of them?

                                        (CONTINUED)

                                                        25.


                         STILSON
                Hundreds.  An army.  They have rifles
                and shotguns.

        Bester gets the crate open and begins pulling out weapons.

                         BESTER
                So do we. Catch!

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

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

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

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


        INT. HALLWAY #6 -- DAY

        A BARRAGE OF GUNFIRE from the Androids has Giesy and Merritt
        pinned behind the scooter.  No way Merritt is going to reach
        Kline's gun.  Giesy keeps praying silently.

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

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

                         MERRITT
                Understand?  We gotta RUN.

        Giesy nods slowly, anger in his eyes.

        Merritt and Giesy wait for a lull, then make a break for it.
        Running down Hallway #6, chained together by their handcuffs.

        BULLETS chase them down the hallway.                        
        Androids advance, lead by Coblentz HL2000, firing rifles.

        HALFWAY DOWN THE HALL, one of the wounded PRISONERs reaches
        out and grabs Merritt's leg.

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


                                        (CONTINUED)

                                                        26.


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

        THE ANDROIDS ADVANCE.                             
        Coblentz SHOOTING the wounded PRISONERS along the way, to
        stop their screaming.

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

        THE ANDROIDS are chasing right behind them!  Firing the entire
        time. Bullets spraying around Merritt and Giesy.

        BLAM!                                               
        Giesy shot in the chest, almost yanking Merritt off his feet.

                         MERRITT
                Shit!

        Giesy falls down dead... still hand cuffed to Merritt!

        The Androids continue to advance.


        INT. HALLWAY #7 -- DAY

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

                         MERRITT
                Geeze, Padre, you weight a ton!

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

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


        INT. HALLWAY #6 -- DAY

        Coblentz HL2000 kills the last of the fallen Prisoners and
        turns to the Army of Androids.

                         COBLENTZ
                Kill the scrap!  Get him!

        The Androids round the corner into Hallway #7.


        INT. HALLWAY #7 -- DAY

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



                                        (CONTINUED)

                                                        27.


                         MERRITT
                Damn you, come on.

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

        BULLETS SPRAY around Merritt as he POUNDS on the command
        center doors.

                         MERRITT
                Let me in!  Let me in!

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

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

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

        Merritt is trapped.  Then he remembers something.

        THE ANDROIDS advance, guns ready to blast Merritt to pieces.

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

        BLAM! BLAM! BLAM!

                         MERRITT
                Eat lead tinman!

        BLAM! BLAM! BLAM!                                      
        He hits five Androids, dropping them to the floor, before he
        shifts aim to Coblentz HL2000 and pulls the trigger.

        Click!  Out of shells.

                         MERRITT
                Shit.

        Coblentz HL2000 laughs, and raises his rifle at Merritt.

        Merritt pounds on the door some more.

                         MERRITT
                Open up.  Please.  Please.  Open the
                door.

        Coblentz HL2000 takes aim and fires.

                                                        28.


        INT. COMMAND CENTER -- DAY

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

        Bullets follow, and everyone has to hit the dirt.


        INT. HALLWAY #7 -- DAY

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


        INT. COMMAND CENTER -- DAY

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

                         BESTER
                Need a hand!

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

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

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

                         STILSON
                They're gone.

        Merritt picks up the crawling Android hand, offers it to
        Bester.

                         MERRITT
                You needed a hand.

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

        RALPH'S VOICE BOOMS from the loudspeaker overhead.

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

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

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


                                        (CONTINUED)

                                                        29.


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

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

        Merritt nods at Giesy's corpse.

                         MERRITT
                He's starting to get on my nerves.

        Gernsbeck comes out of his office cautiously.

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

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

                         GERNSBECK
                We don't need the help of scum like
                you, Merritt.

        Nowlan steps up to Merritt and pulls out his hand cuff key.

                         NOWLAN
                He's right.  We need all the help we
                can get.

        Nowlan unlocks Merritt's handcuffs.                     
        Merritt rubs his wrists, smiling at Gernsbeck.              
        Then he notices Garby, as she rises up from cover.

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

                         NOWLAN
                Want me to put the cuffs back on?

                         MERRITT
                No.  I want HER to do it.

        Merritt winks at Garby, who smiles.

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


                                        (CONTINUED)

                                                        30.


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

                         MERRITT
                We all are, aren't we?

                         BESTER
                What's he talking about?

                         MERRITT
                We're trapped here.  No way out.

                         CAMPBELL
                There's the shuttle.  It'll take
                another eight hours to fuel, but...

                         MERRITT
                Until then, we're all prisoners.

                         NOWLAN
                But only one of us has an attitude.

                         MERRITT
                Screw off, Nowlan.

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

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

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

                         MERRITT
                Be looking forward to that day.

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

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

                         NOWLAN
                We've got to be ready for them when
                they come back.
                   (beat)
                Stilson.
                         (MORE)

                                        (CONTINUED)

                                                        31.


                         NOWLAN (CONT'D)
                Keep your eye on the monitors.  They're
                out there someplace.  If they come
                this way, yell.

                         STILSON
                Right.

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

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

                         BESTER
                Right, chief.

        Bester starts to work.

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

                         GERNSBECK
                Who elected you leader?

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

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

                         GERNSBECK
                Just keep that man away from my
                daughter.

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

                         GERNSBECK
                You dirty little son of a bitch!

        Nowlan's turn to break up a fight.  He blocks Gernsbeck's
        crazed rush at Merritt, holding the Warden back.

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

        Merritt rolls his eyes, but steps back.                  
        Gernsbeck gives Merritt a scowl, moves to the map in the
        center of the Command Center and starts punching control
        buttons for details.

                                        (CONTINUED)

                                                        32.


        Nowlan looks at the rest of the team.

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

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

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

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

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


        EXT. PRISON BUILDING - ESTABLISHING -- DAY

        We see the Prison building under Isaac's twin suns.


        INT. COMMAND CENTER -- DAY

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

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

        Nowlan moves up behind Stilson.

                         NOWLAN
                Where's he coming from?

        Stilson clicks through dozens of security shots, trying to
        find where Ralph 124C41 is broadcasting from.

                         RALPH (V.O.)
                We will kill you all.  Tear you limb
                from limb.

                         STILSON
                I can't find him.

                         NOWLAN
                He's got to be somewhere.


                                        (CONTINUED)

                                                        33.


        Stilson continues flipping through security images.

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

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

                         STILSON
                Got him!

                         NOWLAN
                Where is he?

                         STILSON
                Cell Block 11.

                         NOWLAN
                Keep him talking.

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

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

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

                         STILSON
                Why do you want the Warden?

                         RALPH (V.O.)
                To make restitution for the wrongs he
                has committed against me.

                         STILSON
                What wrongs are those?

                         RALPH (V.O.)
                Surely you must know.  The sadistic
                pleasure he gets from punishing us.
                The way he forces us to live in terror.

                         STILSON
                You've been convicted of a crime.
                Sentenced to punishment.

                         RALPH (V.O.)
                Violence is a crime in your world,
                but violent punishment is not.  The
                Warden has killed, and deserves
                punishment.

                                        (CONTINUED)

                                                        34.


        Gernsbeck seems unrepentant.


        INT. CIRCULAR HALLWAY -- DAY

        Bester and Nowlan creep down the hallway, guns ready. They
        come up to a doorway leading to Cell Block 11, and the Bunk
        Room a few open doors away.


        INT. BLOCK 11 BUNK ROOM -- DAY

        Ralph continues to speak into the video monitor.


        INT. CIRCULAR HALLWAY -- DAY

        Bester turns to Nowlan.

                         BESTER
                Can you get him from here?

                         NOWLAN
                Maybe.

        Nowlan aims his rifle carefully, trying to get Ralph's head
        (three rooms away) in his cross hairs.

        He squeezes the trigger twice.

        Bang!  Bang!

        Both shots MISS Ralph 124C41!


        INT. BLOCK 11 BUNK ROOM -- DAY

        Ralph turns his head slowly, in the direction of the shooting.


        INT. CIRCULAR HALLWAY -- DAY

        Right at Nowlan.

                         NOWLAN
                Shit!

        Nowlan and Bester take off running.                     
        Behind them, Ralph yells orders.

                         RALPH (O.S.)
                Kill the human scrap!



                                        (CONTINUED)

                                                        35.


        A HALF DOZEN armed Androids lead by Ralph 124C41 burst out
        of the doors and give chase.

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

        Nowlan and Bester run like hell, Androids chasing.


        INT. HALLWAY #9 -- DAY

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

                         BESTER
                Great idea you had.  Glad I came along.

                         NOWLAN
                I would have had him.

                         BESTER
                Right.  If he were two inches taller.

                         NOWLAN
                Kill Ralph and it's over. T hese others
                won't fight.

                         BESTER
                You sure?

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

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

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

                         NOWLAN
                Shit!

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

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

                         NOWLAN
                Mister positive thinking.




                                        (CONTINUED)

                                                        36.


                         BESTER
                Your positive thinking almost got us
                killed.

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

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


        INT. HALLWAY #8 -- DAY

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

                         NOWLAN
                Shit.

        Smith EE17 spots them, raises his gun, and fires.

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

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

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

        Nowlan pumps his shotgun and rolls out to rescue Bester.

        Blam! Blam! Blam!                                      
        He gets off three shots, before getting caught in the
        crossfire from the two groups of Androids.

                         NOWLAN
                Al....

                         BESTER
                Get out of here!  Run!

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

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

                                                        37.


        INT. STORAGE ROOM -- DAY

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

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

                         BESTER (O.S.)
                Screw you.

        Bester SCREAMS in agony.

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

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

        Nowlan sees Ralph's reflection in a chrome panel as he lowers
        his shotgun.

                         RALPH
                Wrong.  There's less than ten.

        BLAAAM! BLAAAM!                                     
        Blood spatters over Ralph's face.

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


        INT. COMMAND CENTER -- DAY

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

                         CAMPBELL
                Who goes there?

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

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

                         GERNSBECK
                Where's Bester?

                         NOWLAN
                Dead.

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

                                        (CONTINUED)

                                                        38.


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

                         STILSON
                We've got bigger problems.

                         GARBY
                What?

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

                         MERRITT
                Androids don't need air.

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

                         STILSON
                About six hours, if we take it easy.

                         NOWLAN
                How much time until the shuttle's
                refueled?

                         CAMPBELL
                Eight hours.

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

                         CAMPBELL
                Yeah, but not enough to land.

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

                         STILSON
                Six hours of air.  We can make it.

                         MERRITT
                Don't hold your breath.

        Nowlan frowns at Merritt, then sets the timer on his watch
        to count down from 6:00... Counting the minutes of air.

        EXT. PRISON BUILDING - ESTABLISHING

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

                                                        39.


        INT. COMMAND CENTER -- DAY

        Merritt is flirting with Garby again, as Gernsbeck watches.

                         MERRITT
                You've never done it with a Smov?

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

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

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

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

                         GARBY
                I've never come across one.

                         MERRITT
                Two.  You'd come across two.

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

                         MERRITT
                Yeah.  My gun is twins.

                         GARBY
                Side by side?  Or over and under?

                         MERRITT
                Over and under.

                         GARBY
                Fascinating....

                         MERRITT
                Does it make you uncomfortable?

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



                                        (CONTINUED)

                                                        40.


                         MERRITT
                Sure.  The one on top is Jose.

                         GARBY
                And the one underneath?

                         MERRITT
                That's Hose B.

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

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

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

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

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

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

        Merritt turns and walks away.

        Gernsbeck gets to his feet and attacks Merritt from behind.
        Blind-siding him.  Nowlan pulls him off, trying to contain
        the Warden's attacks.

                         NOWLAN
                Warden.  Let it go.  Just calm down.

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




                                        (CONTINUED)

                                                        41.


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

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

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

        Nowlan takes all the pushing he can from Gernsbeck, decks
        him.  Gernsbeck, knocked out, drops to the floor.            
        Nowlan turns to Campbell and Garby.

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

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

                         STILSON
                You're hurt.

                         NOWLAN
                I got tagged.  Nothing serious.

                         STILSON
                Let me fix it.

        Stilson takes him into Gernsbeck's private wash room.


        INT. GERNSBECK'S WASHROOM -- DAY

        Stilson cleans and dressed Nowlan's wound.

                         STILSON
                You going to be okay?

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

                         STILSON
                Sorry.  I mean, about Bester.

                         NOWLAN
                He... He was a good man.
                         (MORE)


                                        (CONTINUED)

                                                        42.


                         NOWLAN (CONT'D)
                Wasn't afraid to tell me the truth,
                even when he knew I wouldn't like it.
                   (beat)
                Will you tell me the truth?

        She nods slowly.  Their faces only an inch away.

                         NOWLAN
                Think we can make it out of this?

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

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

                         NOWLAN
                Fraternization is against the rules.


        EXT. PRISON BUILDING - ESTABLISHING

        In the desert outside the Prison Building, a group of Androids
        under Smith EE17 search for a back entrance to the Command
        Center.  They find a steel door labeled "AIRLOCK #4", open
        it, and enter.


        INT. COMMAND CENTER -- DAY

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

        Merritt gestures to Nowlan.

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

                         NOWLAN
                Good idea.

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

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



                                        (CONTINUED)

                                                        43.


                         MERRITT
                You don't trust me?

                         NOWLAN
                Never have.  Never will.

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

                         MERRITT
                Let's go.

                         GARBY
                I'm coming along.

        Merritt tries to dissuade her, but she stops him before he
        can speak.

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

                         MERRITT
                Okay.

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


        INT. HALLWAY #12 -- DAY

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

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


        INT. HALLWAY #13 -- DAY

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

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

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

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



                                        (CONTINUED)

                                                        44.


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

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

                         GARBY
                Looks clear.

                         MERRITT
                Looks are deceiving.

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

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

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

                         GARBY
                Let's make this quick.

        Campbell nods and enters the Air locks.


        INT.  AIRLOCKS -- DAY

        Campbell gets one step inside the dark airlocks before hearing
        the noise.  A METALLIC ECHO.

                         CAMPBELL
                Who goes there?

        The answer is gunfire.


        INT. HALLWAY #13 -- DAY

        BLAM!                                        
        Campbell is BLASTED out of the airlocks and skids between
        Garby and Merritt.

                         MERRITT
                Shit!

        Garby and Merritt start running.

        The Airlock is filled with a dozen Androids, lead by Smith
        EE17.  The Androids begin spilling out into Hallway #13.



                                        (CONTINUED)

                                                        45.


        Campbell looks down at his wounded leg, gushing blood, and
        tries to stagger to his feet.

        BULLETS fly around Garby and Merritt as they race towards
        the end of the hallway.

        Merritt turns and sees Campbell trying to crawl away.

                         MERRITT
                Come on!

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

        Campbell crawls along the floor, leaving a trail of blood.

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

                         MERRITT
                Get out of here.  Run!

                         GARBY
                What about...

                         MERRITT
                Just run, I'll hold them.

        They exchange a look, then Garby reluctantly complies...
        After blasting one last Android into scrap.

        As soon as Garby is gone, Merritt tries to save Campbell.

                         MERRITT
                Campbell.  Come on.

        Smith EE17 gets Merritt in his sights, smiles, and fires.

        Merritt hits the dirt, rolling across the hall and popping
        to his feet. The bullet ricochets down the hall behind him.

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

                         MERRITT
                Come on!  Come on!

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



                                        (CONTINUED)

                                                        46.


        SMITH EE17 aims at Merritt again and fires.  The other
        Androids chime in, forcing Merritt to dive around the corner
        to Hallway #12.  Bullets chunk the corner of the hall, sending
        plaster dust into the air.

        Campbell keeps crawling, but Smith EE17 grabs him.

                         SMITH EE17
                Not so fast.

        Campbell struggles to get away, but can't.


        INT. HALLWAY #12 -- DAY

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

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

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


        INT. HALLWAY #13 -- DAY

        Merritt tries to force Smith EE17 away from Campbell, but is
        forced back around the corner by gunfire.

        Campbell is dragged back by Smith EE17.  He tries to fight
        him off, but can't.  But he CAN reach the Android's gun hand.

        Campbell and Smith EE17 struggle for the gun, wrestling back
        and forth.  Campbell gets the barrel twisted around so that
        it aims at Smith's face and tries to find the trigger.

                         CAMPBELL
                Damned hunk of tin.

        Smith EE17 twist the gun around to aim at Campbell.

                         SMITH EE17
                Human scrap.

        Campbell sees the gun aiming right at his face, and presses
        the barrel up only moments before it discharges.

        BLAM!                                               
        A hole is blasted into the ceiling.

        Smith EE17 yanks the gun away from Campbell, then clubs him
        over the head with it.  Knocking him out.                   
        Then Smith EE17 turns to the other Androids.

                                        (CONTINUED)

                                                        47.


                         SMITH EE17
                   (gesturing to Merritt)
                Kill him.

        The Androids advance.


        INT. HALLWAY #12 -- DAY

        Garby pounds on the Command Center door.

                         GARBY
                Let me in!  Let me in!

        No one answers.  She can hear the gunfire getting closer.

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


        INT. COMMAND CENTER -- DAY

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

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

        When Nowlan sees who it is, he yells:

                         NOWLAN
                Shut the door and get down!

        Then Nowlan goes back to BLASTING Androids.


        INT. HALLWAY #13 -- DAY

        Merritt begins blasting the advancing androids into a shower
        of sparks.  But they keep on coming.

        THE SEVEN REMAINING ANDROIDS move past their fallen comrades,
        advancing on Merritt.

        Merritt aims at the first one and pulls the trigger.  BLAM!

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

        Merritt aims at the Second Android and pulls the trigger.
        Click.  His gun is out of shells.



                                        (CONTINUED)

                                                        48.


                         MERRITT
                Shit.

        The Second Android laughs....

        Until Merritt throws the gun at him, scoring a direct hit on
        his face.  The Second Android goes down, and Merritt takes
        off running.


        INT. HALLWAY #12 -- DAY

        Merritt runs down the hallway, chased by the six Androids.
        He gets to the Command Center door, and realizes he has no
        mag-key.  He begins POUNDING on the door.

                         MERRITT
                Let me in!  Let me in!

        The six androids are almost on top of him.

                         MERRITT
                Unlock the damned door!

        Merritt continues pounding, as the androids get closer.


        INT. COMMAND CENTER -- DAY

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

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

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

                         MERRITT
                Shit.

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

                         MERRITT
                Throw me a gun!  Throw me a fucking
                gun!

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

                                        (CONTINUED)

                                                        49.


        ALL SIX ANDROIDS rush into the room.

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

        ALL SIX ANDROIDS go down in a shower of sparks.

                         MERRITT
                Help me take out this garbage.

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

        Once the bodies are out, they close and lock the door, and
        Merritt takes cover next to Nowlan as he reloads.

        Nowlan fires and talks simultaneously.

                         NOWLAN
                Where's Campbell?

                         MERRITT
                They got him.

        Nowlan stops firing and looks at Merritt.

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

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

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

                         MERRITT
                   (gestures out window)
                Don't get them pissed, who knows what
                they'll do to him.

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

                         NOWLAN
                Who's next?  Step right up.

        Blam!  Nowlan fires.

                         NOWLAN
                We have a winner.

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

                                        (CONTINUED)

                                                        50.


        Glass rains down on Merritt.

                         MERRITT
                Shit.

        He takes cover and reloads as bullets spatter around him.

        Garby sights through the boarded windows and blows a couple
        of Androids to hell.

        Pratt spots Coblentz HL2000 in the hallway, takes aim, and
        fires.

        The bullet misses, but Coblentz gets mad.  Rising up, he
        sends a stream of gunfire at Pratt.

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

                         GARBY
                Great.  Now he's angry.

                         PRATT
                I was hoping he'd be dead.

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

        Merritt has reloaded, and blasts a half dozen Androids,
        forcing the others back.

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

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

        Nowlan rises up slowly, looking out the window.

                         NOWLAN
                They're gone.

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

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

        No response.

                         NOWLAN
                Janet?

                                        (CONTINUED)

                                                        51.


        Nowlan moves across the Command Center to her... finding her
        dead.  Shot in the crossfire.

                         NOWLAN
                Janet.

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

        The others just watch him, unsure what to do.

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

                         NOWLAN
                Sweet dreams.

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

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

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

                         MERRITT
                Nowlan, this thing isn't over yet.

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

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

        Nowlan looks at Merritt, confused by his compassion.

                         NOWLAN
                I... I can handle it.

        Merritt nods slowly, and lets go of Nowlan.

                                                        52.


        INT. COMMAND CENTER -- LATER

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

                         PRATT
                Maybe we should say some words or
                something.

                         MERRITT
                   (sotto)
                Too bad they shot the Preacher.

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

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

        A moment of silence.

        Then Merritt looks at Nowlan.

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

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


        INT. GERNSBECK'S OFFICE -- DAY

        Gernsbeck looks up as the door opens.

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

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

                         GERNSBECK
                Who is it?


                                        (CONTINUED)

                                                        53.


                         MERRITT
                Stilson.

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

        Merritt crosses and grabs Gernsbeck's collar.

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

        Merritt lets go of Gernsbeck, dropping him back into his
        chair.  He turns to Nowlan, who is staring down at the body
        bag, on the verge of cracking again.

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

        Nowlan turns from the body bag.  He and Merritt leave
        Gernsbeck's office...


        INT. COMMAND CENTER -- DAY

        And walk into Hell.

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

        Merritt casually raises his hands.

                         MERRITT
                Shouldn't you be aiming that thing
                outside?

                         PRATT
                I'm getting out of here.

                         MERRITT
                There's the door.

        Merritt nods to the door, and the Androids beyond.

                                        (CONTINUED)

                                                        54.


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

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

        Pratt swings the gun towards Nowlan.

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

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

                         PRATT
                At least nobody'd be shooting at us.

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

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

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

                         MERRITT
                What do you want, Pratt?  The good
                news?  There isn't any.  We're stuck
                on this piece of shit planet for the
                next three hours while that ship fuels.
                         (MORE)



                                        (CONTINUED)

                                                        55.


                         MERRITT (CONT'D)
                   (beat)
                Now we can argue about it, and we can
                fight about it, but we can't change
                it.  So quit pointing the damned gun
                at me.

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

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

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

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

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

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

                         NOWLAN
                At least here we have a chance, Pratt.

        Pratt aims at Nowlan, and Garby attacks.

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

        Pratt pulls the gun back down.                   
        BLAM! BLAM!

        The gunshots force Merritt and Nowlan to hit the dirt.

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


                                        (CONTINUED)

                                                        56.


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

                         PRATT
                Last words, Bitch?

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

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

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

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

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

                         MERRITT
                Try it.

        Pratt touches the gun barrel to Merritt's face and pulls the
        trigger.

        Click.  Out of shells.

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

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

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

                         PRATT
                You're gonna throw in with that screw?

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


                                        (CONTINUED)

                                                        57.


        Merritt points at Nowlan.

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

        Nowlan gives Garby a look.

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

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

        Pratt looks at Merritt's hand and reluctantly accepts.

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

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

                         NOWLAN
                No more early warning system.

                         PRATT
                   (sarcastic)
                There goes our advantage.

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


        INT. GERNSBECK'S WASHROOM -- DAY

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

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

                         MERRITT
                Meant every word.

                                        (CONTINUED)

                                                        58.


                         GARBY
                Especially the part about wishing
                Nowlan were dead?

                         MERRITT
                I might have exaggerated.

        She moves closer to him, serious, now.

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

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

                         GARBY
                Then this might be my only chance.

                         MERRITT
                To do what?

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

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


        INT. GERNSBECK'S OFFICE -- DAY

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


        INT. GERNSBECK'S WASHROOM -- DAY

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

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

                         MERRITT
                We're all alien to somebody.
                   (beat)
                We look different, we smell different,
                we act different.
                         (MORE)


                                        (CONTINUED)

                                                        59.


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

        Merritt kisses her gently.

                         MERRITT
                Smovs kiss the same as humans.

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

                         MERRITT
                We feel the same as humans.

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

                         MERRITT
                We love the same as humans.

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


        INT. GERNSBECK'S OFFICE -- DAY

        Gernsbeck struggles against the handcuffs.

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

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


        INT. COMMAND CENTER -- DAY

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

                         NOWLAN
                They're out there someplace.

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

                                                        60.


        INT. GERNSBECK'S WASHROOM -- DAY

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

                         GARBY
                Almost the same.

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


        INT. GERNSBECK'S OFFICE -- DAY

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

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

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

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

                         GERNSBECK
                   (sotto)
                Garby....

        Shadows flutter over the pebbled glass.


        INT. COMMAND CENTER -- DAY

        Pratt finishes barricading the windows.

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

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

                         MERRITT
                How much time until the shuttle's
                refueled?

        Nowlan looks at his watch.

                         NOWLAN
                A little over two hours.


                                        (CONTINUED)

                                                        61.


                         MERRITT
                And until we run out of air?

                         NOWLAN
                About the same.

        Merritt nods, and joins Pratt.

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

                         PRATT
                Yeah?

                         MERRITT
                Can we rig one of the doors to close?

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

                         MERRITT
                Batteries.

        Merritt points at Nowlan's equipment belt.

                         MERRITT
                There's one in your walkie talkie.
                Enough juice in there to slow 'em
                down for a minute or two.

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

        Nowlan looks back at the monitor...

        ON THE MONITOR

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

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

                                                        62.


        INT. COMMAND CENTER -- DAY

        Merritt looks at Nowlan.

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

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

                         MERRITT
                The Warden's different.

                         NOWLAN
                How?

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

        Nowlan aims his gun towards Merritt.

                         NOWLAN
                I say we take a vote.

                         MERRITT
                I vote we trade him.

                         PRATT
                Trade him.

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

                         MERRITT
                That's two for, two against.

                         NOWLAN
                Garby.

        All eyes are on Garby. The deciding vote.

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

                         MERRITT
                You've got to decide.




                                        (CONTINUED)

                                                        63.


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

                         NOWLAN
                Which is it?  For or against?

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

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

        She turns away from the others, breaking down.

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

        Merritt raises his gun at Nowlan.

                         MERRITT
                You heard the woman.  We trade.

        Merritt switches on the microphone.

                         MERRITT
                Okay, tinman. We trade.

        Ralph 124C41 laughs.


        INT. HALLWAY #9 -- DAY

        Ralph 124C41 laughs when he sees Gernsbeck.

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

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

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

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



                                        (CONTINUED)

                                                        64.


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

                         GERNSBECK
                Please Merritt....

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

                         MERRITT
                Okay.  We trade.

                         RALPH
                Not you.  The guard.

                         MERRITT
                What do you mean?

                         RALPH
                The Guard brings me the Warden.
                Unarmed.

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

                         RALPH
                Now.

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

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

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

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

                         NOWLAN
                He's just a tech.

                         RALPH
                I've never seen him before.

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




                                        (CONTINUED)

                                                        65.


                         RALPH
                Computer tech?  Maybe we should keep
                him.  Use him for repairs after you
                have gone.

                         NOWLAN
                He salvages, he doesn't repair.  He's
                just a junk man...

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

                         NOWLAN
                Look.  Just let him go.  I'll give
                you the Warden.

        Ralph 124C41 laughs.

                         RALPH
                No deal.  We'll TAKE the Warden.

        BLAM!                                               
        Ralph blows Campbell away, then reaims his gun at Gernsbeck.

        Gernsbeck starts screaming.  Begging.

        Nowlan kicks the gun out of Ralph's hands, then quick draws
        his pistol, blasting away until the Androids dive for cover.

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

        Gernsbeck drags his shackles back to the group.

        Ralph rolls, coming up with his gun.  He aims it at Nowlan,
        and the two exchange gunfire, like Cowboys at high noon.

        Bang! Bang! Bang! Bang!                               
        It's a close quarters shootout, like something from a John
        Woo movie.

        Nowlan yells at the others as he fires at Ralph.

                         NOWLAN
                Back!  Back!

        The group races back down the hall to the Command Center.

        Nowlan takes one final look at Campbell (he's dead), then
        fires a couple more shots at Ralph and joins the others in
        their mad dash to the Command Center.

                                        (CONTINUED)

                                                        66.


        Bullets spatter the hallways as the five run.

        RALPH AND THE ARMY charge after them.

        Gernsbeck is lagging behind, dragging his heavy shackles. 
        He trips on the chains.

                         GERNSBECK
                Help me!  Oh, God, help me!

        Nowlan helps Gernsbeck to his feet, and they try to catch up
        with the others.


        INT. HALLWAY #8 -- DAY

        PRATT, GARBY, and MERRITT turn the corner into the next
        hallway, and sprint to the Command Center doors.

                         MERRITT
                Come on! They're right behind us!

        Garby slides her mag key through the slot and nothing happens.
        She tries it again.

                         GARBY
                Shit.  It's demagnetized...

        Nowlan and Gernsbeck round the corner, racing towards them.

        THE ARMY OF ANDROIDS only fifty feet behind them.

                         GARBY
                Nowlan! Your card!

        Nowlan tosses Garby his mag key, then spins and fires at the
        oncoming Androids.

        Garby catches the key, glides it through the slot, gets the
        green light.  The door opens.

        Nowlan aims at a charging Android and pulls the trigger.
        Click. Out of shells.

                         NOWLAN
                Shit.

        Nowlan DIVES and rolls down the hallway, popping to his feet
        next to the others.

                                                        67.


        INT. COMMAND CENTER -- DAY

        The five dive into the Command Center, closing the door behind
        them only SECONDS before the Androids get there.

        BAM! BAM! BAM! BAM! Ralph pounds on the door.

                         RALPH (O.S.)
                How are you going to get off the planet
                without a pilot, Nowlan?  You're
                trapped here.  My prisoners.

        Nowlan and Garby look at each other.  Worried.

                         RALPH (O.S.)
                In less than two hours you'll run out
                of air....

                         MERRITT
                Two hours, twelve minutes.

        Nowlan looks at Merritt, and he explains.

                         MERRITT
                Campbell's air, divided by five.

                         NOWLAN
                You're sick.

                         MERRITT
                I'm practical.

        Ralph continues his tirade.

                         RALPH (O.S.)
                ...After you're dead, I'll TAKE the
                Warden. Put his head on a plate.

        Gernsbeck begins crying.

                         RALPH (O.S.)
                Then WE will fly the shuttle back to
                Earth.  And kill every human we can
                find. No one will be able to stop us.

        Merritt puts his ear to the door, listening.

                         MERRITT
                They're falling back.

        Nowlan looks from face to face. Everyone has that hopeless
        expression.  Their pilot is dead.



                                        (CONTINUED)

                                                        68.


                         NOWLAN
                He's right.  Without Campbell, we're
                trapped.  He was our only chance.

                         MERRITT
                Not our only chance.

                         NOWLAN
                What are you talking about?

        Merritt looks up slowly.

                         MERRITT
                I can fly us out.

                         NOWLAN
                You're full of shit, convict.  Where'd
                you get your pilot license?  San
                Quentin?

        Merritt moves fully to his feet, standing tall.

                         MERRITT
                I used to make a good living hijacking
                cargo shuttles.  I can fly just about
                anything.

                         NOWLAN
                I hope we live long enough to find
                out if you're right.

                         GARBY
                What do you mean?

                         NOWLAN
                They can kill a lot of us in two hours.

                         MERRITT
                Not if we kill them first.

                         NOWLAN
                How do you propose to do that?

                         MERRITT
                We use the Merritt System.

                         PRATT
                What's that?

                         MERRITT
                If they attack us with guns, we attack
                them with cannons.



                                        (CONTINUED)

                                                        69.


                         NOWLAN
                   (sarcastic)
                Great idea.  Where do we get the
                cannons?

        CLOSE ON THE BROKEN VIDMAP

        Merritt's finger touches a location, as he speaks.

                         MERRITT
                There are a couple of crates of
                explosives in mine shaft number seven.
                We had to leave them behind when the
                Deros came after us.

        Pratt nods, remembering.

                         MERRITT
                If we can get those explosives out of
                shaft number seven, we can rig a bobby
                trap that'll blow them into small
                appliance heaven.

                         NOWLAN
                Great.  How do we get to shaft number
                seven?

                         MERRITT
                Through the air ducts.  When we get
                outside, we can use the last rebreather
                tank.  There's about five minutes on
                it.

                         GARBY
                Five minutes.

                         NOWLAN
                It could work.

        Pratt shakes his head.  Desperation has turned to anger.

                         PRATT
                That's a frigging suicide mission
                you're talking about.  Get past the
                Droids, get out of the complex, get
                to shaft number seven, which we closed
                because it was too dangerous, hope
                the damned Deros aren't hungry, find
                the crates of explosives and sneak
                them back here, right past the
                Droids...  All with only five minutes
                of air?  You're crazy.  You're all
                crazy.


                                        (CONTINUED)

                                                        70.


                         NOWLAN
                You got a better idea?

        Pratt turns away.

                         PRATT
                Give them the Warden.  It's what they
                want.

                         MERRITT
                That kills him, but it doesn't save
                us.

                         PRATT
                Shit.  This is frigging shit!

                         MERRITT
                Look, Pratt, we've got a choice. 
                Hide here for two hours, waiting to
                die, or stand and fight.

        Pratt turns to Merritt and nods slowly.  Accepting.

        It's obvious that Merritt has taken charge of the group.
        He's become the leader by default.  The man with the plans.

        Gernsbeck raises his shackled hands towards Merritt.

                         GERNSBECK
                If you're not going to use me as a
                bargaining tool, can you at least
                unshackle me?

                         MERRITT
                No.  The cuffs stay on.

                         GERNSBECK
                Merritt, there's three hundred of
                them and only five of us.  Seems like
                you can use all the help you can get.

                         MERRITT
                We don't need help from sadistic
                mothers like you.

                         NOWLAN
                Merritt, we need all the help we can
                get and then some.

        Merritt nods slowly, then looks Gernsbeck in the eyes.

                         MERRITT
                Cut him loose.


                                        (CONTINUED)

                                                        71.


        Nowlan unshackles Gernsbeck, tossing the cuffs aside.

        Gernsbeck smiles at Merritt and offers his hand to shake.

                         GERNSBECK
                No hard feelings?

        When Merritt moves to grudgingly take it, Gernsbeck pulls
        back his fist and decks him.

        WHAM!  Merritt hits the floor, hard.                       
        Gernsbeck flexes his aching hand.

        Pratt makes a move towards Gernsbeck, but Merritt stops him.

                         MERRITT
                I guess I had that coming.

        Merritt moves to his feet, rubbing his jaw.

                         MERRITT
                Now that we're all even, it's time to
                choose.  Which one of us is going out
                there?

                         PRATT
                Not me.

                         NOWLAN
                Who decides?  You?

        Merritt pulls out a huge knife and STABS it into the table
        between he and Nowlan.

                         MERRITT
                The knife decides.

        The knife quivers in the table.  Nowlan nods.

        THE TABLE

        All five stand around the table, forming a circle.  The knife
        lays in the center of the table.

                         MERRITT
                Ready?

        All eyes on the knife as Garby gives it a spin.

                         PRATT
                Did this when I was a kid.  Spin the
                bottle they called it.  Only the winner
                got a kiss.


                                        (CONTINUED)

                                                        72.


                         NOWLAN
                No winners here.

        THE KNIFE continues spinning.

        Everyone watches as it begins to slow down, blade pointing
        from one to the other as it rotates.

                         GARBY
                I don't want to look....

        She closes her eyes.

        THE KNIFE stops spinning.  The blade has found a victim.

        The knife blade is pointing at PRATT.

                         PRATT
                Shit.

                         MERRITT
                This must be your lucky day.

                         PRATT
                Yeah.  But it's all bad luck.


        INT. COMMAND CENTER -- LATER

        A rope is tied around Pratt, and the rebreather (with an LCD
        readout which will count down the 4:53 minutes of air left)
        is strapped on his back.

                         MERRITT
                Ready?

        Pratt nods.  Gernsbeck claps a hand to his back.

                         GERNSBECK
                Good luck, son.

                         PRATT
                Wish you wouldn't have said that. 
                People been wishing me good luck all
                my life, look where it got me.

                         NOWLAN
                You've got four minutes and fifty
                three seconds of air.

                         MERRITT
                Use it wisely.



                                        (CONTINUED)

                                                        73.


        This gets a smile out of Pratt, who checks the action on his
        gun and gets ready to go.

        Garby gives him a kiss on the cheek.

                         GARBY
                For luck.

        Pratt grabs her and plants a major-rotor-rooter french kiss
        on her, dipping her a little.

                         PRATT
                There.  Now I feel I lucky.

        Pratt looks at Nowlan and Merritt, who get their guns ready.
        Then Garby opens the Command Center door, and they roll out.


        INT. HALLWAY #13 -- DAY

        Nowlan and Merritt aim their guns down the empty hallway, as
        Garby helps Pratt pry off the air vent grate and climb inside.


        INT.  AIR DUCT -- DAY

        Pratt begins crawling through the duct, rope playing out
        behind him. Gun in front of him, ready for action.


        INT. HALLWAY #13 -- DAY

        Garby keeps feeding the rope from the coils into the vent
        opening, while Nowlan and Merritt stand guard.


        INT. AIR DUCT -- DAY

        The air in the duck is becoming smokey.  Pratt puts on the
        rebreather, and the LCD numbers begin counting down.

        AHEAD: Light at the end of the duct.

        Pratt climbs towards the light, then kicks out the mesh screen
        separating the duct from the outside world.


        INT. HALLWAY #13 -- DAY

        Garby keeps feeding the rope.

        An echo in the hallway.  A sound.  A footstep?

        Merritt and Nowlan keep their guns aimed, ready for action.

                                                        74.


        EXT.  PLANET ISAAC -- DAY

        Under the burning twin suns, Pratt treks across the red desert
        landscape to the mines.  The rope playing out behind him.

        The time on his rebreather ticking away.                    
        The LCD now reads 4:27 minutes of air left.


        INT. COMMAND CENTER -- DAY

        Gernsbeck watches Pratt progress on the only undamaged
        monitor, and yells to the others, in the hall.

                         GERNSBECK
                He made it out!


        INT. HALLWAY #13 -- DAY

        Merritt and Nowlan keep their guns trained.  Garby keeps
        uncoiling rope.  A sound in the hallway echoes....

        Tension builds.  Merritt keeps his gun ready.               
        Nothing happens.


        EXT. MOUTH OF THE CAVE -- DAY

        Pratt makes it to the mines.                              
        The heat has him breathing deeply.

        3:39 minutes left on the rebreather.

        Pratt enters the cave.


        INT. COMMAND CENTER -- DAY

        Gernsbeck yells.

                         GERNSBECK
                He's entered the cave!


        INT. HALLWAY #13 -- DAY

        Gernsbeck's voice echoes in the hallway.  Merritt whispers.

                         MERRITT
                Quiet.  Quiet.

        When the echo dies down, there's another noise.  Footsteps.
        Getting closer.

                                        (CONTINUED)

                                                        75.


                         MERRITT
                Someone's coming.

        Merritt and Nowlan keep their guns ready.                   
        Garby continues playing out the rope.                      
        Tension builds.


        INT. CARNUBIUM MINE -- DAY

        Pratt uses a flashlight to search the mines, until he comes
        to a make-shift sign identifying Shaft #7.

        3:07 remaining on the rebreather.

        He moves deeper into Shaft #7, looking for the crates of
        explosives.


        INT. HALLWAY #13 -- DAY

        Merritt and Nowlan keep their weapons aimed.

                         GERNSBECK (O.S.)
                He's in the mine!

        The voice echoes, obscuring the footfalls.  Merritt and Nowlan
        keep their guns aimed.  Waiting for the attack.


        INT. CARNUBIUM MINE -- DAY

        Pratt's flashlight picks up the two crates of explosives. 
        He pockets the flashlight and grabs one of the crates.

        2:28 remaining on the rebreather.  He's going to have to
        hold his breath on the way back.

        WHAM! The Deros strikes!                                 
        The hideous, smelly, creature bursts from the cave, teeth
        and tentacles reaching for Pratt.

        Pratt runs like hell, carrying one of the crates, the Deros
        right behind him.


        INT. HALLWAY #13 -- DAY

        Another footfall.  Someone is standing just around the corner
        from where Nowlan and Merritt are.

        Garby, unarmed, continues playing out the rope.

        Another footfall.

                                        (CONTINUED)

                                                        76.


                         MERRITT
                One more step and we'll blow you to
                hell!

        Nowlan looks at Merritt, wondering about his strategy.

        Then they hear the laughter.                              
        The laughter of machines.                               
        Hundreds of them.                                      
        Echoing through the hall.


        EXT. MOUTH OF THE CAVE -- DAY

        Pratt escapes from the cave only seconds before the Deros
        would have caught him.

        When the bright sunlight hits the Deros, it screams and ducks
        back in the cave.

        Pratt sets the crate down, then lays over it, trying to catch
        his breath.

        1:47 remaining on the rebreather.

        Then Pratt sees the shoes.  He looks up to see Smith EE17
        aiming a gun down at him.

                         SMITH EE17
                Where do you think you're going?

        Pratt knocks Smith EE17 back and makes a break for it.

        He doesn't get far before Smith steps on Pratt's rope.

        Pratt is trapped, tethered only a dozen feet from Smith.

                         SMITH EE17
                Not so fast.

        BANG! BANG!                                         
        Smith blows off Pratt's kneecaps.

        Smith strolls over to where Pratt lays screaming and pulls
        off the rebreather, tossing it as far away as he can.

        With a laugh, Smith EE17 ambles back to the compound.


        INT. BLOCK 11 BUNK ROOM -- DAY

        Smith EE17 approaches Ralph 124C41.



                                        (CONTINUED)

                                                        77.


                         SMITH EE17
                One down, four to go.

        Ralph nods approval, then turns to his troops.

                         RALPH
                Remember, I get the Warden.
                   (beat)
                Here's my new plan of attack...

        Ralph explains his strategy to the Army of Androids.


        EXT. MOUTH OF THE CAVE -- DAY

        Pratt holds his breath and drags himself to the crate, unhooks
        his rope, and hooks it to the crate.  He gives it two tugs.


        INT. HALLWAY #13 -- DAY

        Garby feels the tugs and whispers.

                         GARBY
                He's got it.

                         NOWLAN
                Reel it in.

        Garby begins reeling in the rope.


        EXT. MOUTH OF THE CAVE -- DAY

        Pratt smiles as the crate of explosives is dragged back to
        the compound.

        Then he closes his eyes and dies.


        INT. HALLWAY #13 -- DAY

        Garby continues reeling in the rope.                        
        But there's laughing in the hallway.                        
        The echoes of a dozen Androids.                         
        Lead by Coblentz.

                         MERRITT
                Hurry up. Hurry up.

        Garby tugs as fast as she can, but the rope has stopped.

                                                        78.


        EXT. PLANET ISAAC -- DAY

        The crate is caught behind a big rock.


        INT. HALLWAY #13 -- DAY

        Garby gives the rope another tug.

                         GARBY
                It's stuck.

        Merritt lowers his gun and goes to help Garby.

        THE FOOTFALLS continue echoing.                         
        Closer.                                            
        Closer.                                           
        Closer.

        Merritt and Garby give the rope a yank.


        EXT. PLANET ISAAC -- DAY

        The crate pops over the rock and continues.


        INT. HALLWAY #13 -- DAY

        Merritt lets Garby reel in the rope, and crosses to his gun.

        BANG!  BANG!  BANG!                                  
        Coblentz rolls into the hallway and opens fire.  Bullets
        ricochet around Merritt as he tries to make it to his gun.

        Nowlan returns fire, trying to force Coblentz back.  But
        Coblentz is joined by a half dozen other armed Androids.

        Garby continues reeling in the rope, as bullets fly around
        her.  Shredding the wall only inches from her face.

        Merritt makes it to his gun, rolls it into his hands and
        begins blasting away.  Hitting a couple of the Androids.

        Nowlan hits a couple of androids, but they are out numbered.


        EXT. AIR DUCT -- DAY

        The crate gets caught on the outside of the air duct.        
        It's tugged a couple of times.

                                                        79.


        INT. HALLWAY #13 -- DAY

        Garby keeps tugging, but the rope won't budge.

                         GARBY
                It's stuck again!

                         MERRITT
                You're on your own, Garby.

        Bullets spatter around her as she tries whipping the rope,
        then yanking on it.


        EXT. AIR DUCT -- DAY

        The rope flips loose, then finally is pulled into the air
        duct, dragging the crate behind it.


        INT. HALLWAY #13 -- DAY

        Garby continues reeling in the rope.

                         NOWLAN
                I'm running out of shells!

                         MERRITT
                They're not.

        The shoot out between Coblentz's troops and Merritt and Nowlan
        continues.  But for every Android they kill, another takes
        it's place.


        INT. AIR DUCT -- DAY

        The crate of explosives drags along the inside of the airduct,
        coming closer to Hallway #13.


        INT. HALLWAY #13 -- DAY

        Garby continues gets to the end of the rope, and pulls the
        crate of explosives into the hallway.

                         GARBY
                Got it!

        Merritt tosses Garby his gun.  She catches it with one hand,
        turns, and blows away an advancing android.

        Merritt races to the crate, hefts it to his shoulder.


                                        (CONTINUED)

                                                        80.


                         MERRITT
                Ready!

        All three race into the Command Center, slamming the door
        behind them.


        INT. COMMAND CENTER -- DAY

        Nowlan locks the door seconds before the Androids reach it.


        INT. HALLWAY #13 -- DAY

        Coblentz and the androids begin scratching at the door with
        their aluminum fingernails.


        INT. COMMAND CENTER -- DAY

        The scratching fingernails creates a sound which drives them
        up the walls.  Gernsbeck puts his hands over his ears and
        closes his eyes.

        Merritt, Nowlan, and Garby live with it.

        Merritt begins rigging a detonator to the case of explosives,
        and secures the explosives to a rolling file cart.

                         MERRITT
                When this button's pushed, everything
                goes.  Blam.

                         NOWLAN
                Looking for volunteers?

                         MERRITT
                We do it from across the room.  With
                a bullet.  I think I can hit it.

        Nowlan nods without conviction.  The detonator button is a
        VERY small target.

        The scratching stops, and Gernsbeck opens his eyes, looking
        at the monitor.  His face shows terror.

                         GERNSBECK
                They're coming.

                         NOWLAN
                How many?

                         GERNSBECK
                All of them.

                                        (CONTINUED)

                                                        81.


        Nowlan looks to Merritt.

                         MERRITT
                How many shells do you have left?

        Nowlan checks his rifle, then breaks open his pistol.

                         NOWLAN
                Three rifle, two pistol.

        Garby checks her pistol.

                         GARBY
                Four.

        Merritt checks his shotgun.

                         MERRITT
                Four shells.

                         NOWLAN
                That's only thirteen rounds for a
                couple hundred Androids.

                         MERRITT
                How much time left until the shuttle's
                fueled?

                         NOWLAN
                Fifteen minutes.

                         MERRITT
                We've got to hold them off.

        Merritt looks at Nowlan.

                         MERRITT
                Save one bullet to shoot the detonator.

        Garby grabs the metal rods from the uniform closet.

                         GARBY
                We can use these as spears.  When our
                ammo runs out.

        Merritt nods... Then the first bullets begin spattering
        through the barricaded windows.

        EVERYONE hits the dirt, weapons ready.                   
        Merritt lands next to Nowlan on the floor.

                         MERRITT
                Well, buddy, you know that fight you
                and me was gonna have?

                                        (CONTINUED)

                                                        82.


                         NOWLAN
                Yeah?

                         MERRITT
                This is it.... Except, I always thought
                we'd be fighting each other.

        Nowlan smiles, and touches Merritt's shoulder.              
        They're equals, maybe even friends.

        Garby tosses a spear to her father...                      
        Then the real shooting begins.

        BULLETS PUMMEL THE COMMAND CENTER, blasting the window
        barricades to pieces.  Wood dust and smoke spatter around
        the team as they take cover.

        Merritt crawls to the hot wired door switch. With fifteen
        minutes left, it's too early to hit it...

                         MERRITT
                What the hell.

        He clicks the walkie talkie switch.


        INT. HALLWAY #13 -- DAY

        RALPH 124C41 leads a second wave of ANDROIDS towards the
        Command Center... but the electronic door wooshes shut in
        front of them.

                         RALPH
                Open it! Open it!

        One of the Androids tries to over ride the door at the control
        panel... but has no mag card.


        INT. COMMAND CENTER -- DAY

        Merritt aims his shotgun through the barricades, sights a
        charging Android and fires.

        BLAM!  The Droid explodes in a shower of sparks.

        GarbY aims through the barricades at an advancing Android
        and fires.

        Bang!  The Android sparks and drops.  But more are coming!

        Nowlan sights in on one of the Droids and fires.  The Android
        drops.  He re-aims quickly and fires again.  Two hits.


                                        (CONTINUED)

                                                        83.


        Gernsbeck jabs through the barricades with his metal spear,
        poking through an Android's eye and out the back of his head. 
        The Droid goes down, sparking and screaming.

        Merritt sees two Androids coming from the left and blasts
        both of them with one shot.

        Garby fires at the three Androids rushing her, hitting two
        of them.  Her third shot misses... and the Android continues
        down the hall towards her.

        Nowlan sights a third Android and fires.  Bang!

        Nowlan's bullet hits one Android, sparking his face, and
        ricochets to hit a second Droid in the chest.  Both go down.

                         NOWLAN
                Hey.  A two-fer.

        THE THIRD ANDROID continues rushing at Garby.  Now only five
        feet away from her.  She aims her pistol at him and fires.

        Click.  Out of shells.

                         GARBY
                Shit.

        The Android reaches through the broken window and grabs Garby
        by the neck, strangling her.

        Gernsbeck spears another Android through the eye.

        Merritt sights another rushing Android and blows him to hell.

        Garby tries pulling away from the Android, only succeeds in
        dragging the droid through the window into the Command Center.

        The Android continues strangler her.  She's turning blue.
        She tries to scream for help, but only gurgles.  She can't
        be heard over the gunfire from the Army of Androids.

        Nowlan sees Garby struggling with the Android, spins and
        aims at the Android, pulling the trigger three times.

        Click.  Click.  Click.  Out of shells.

        He clubs the Android with the rifle, careful not to hit Garby.

        The Android lets go of Garby and faces Nowlan.

        THROUGH THE HOLE IN THE BARRICADES, other Androids try to
        enter the Command Center.  But Gernsbeck spears each one of
        them through the eye socket, nose, or mouth.  Shorting them.


                                        (CONTINUED)

                                                        84.


        Another Android starts through the barricades, and Gernsbeck
        reaches for a spear.... all out!

                         GERNSBECK
                Help!

        Merritt turns in time to see the Android grab hold of
        Gernsbeck.  He takes aim and BLASTS the droid off Gernsbeck.

        Gernsbeck runs to the door leading to the Shuttle Bay.

                         GERNSBECK
                We have to leave.  Now.

                         MERRITT
                We all go at once!

        Nowlan tries clubbing his Android with his rifle.  But the
        Android grabs the gun and yanks it out of Nowlan's hands.

        THE ANDROID laughs, raising the rifle to club Nowlan.

        Merritt sees Nowlan predicament, spins, and fires his shotgun.
        Click.  Out of shells.

                         MERRITT
                Shit.

        He pulls back the shotgun, throwing it like a spear.

        The shotgun barrel hits the Android in the head... piercing
        his face and popping out the other side.  Sparks fly.

                         NOWLAN
                Thanks.

                         MERRITT
                Any time.

        WHAM!                                          
        An Android bursts through the barricades and attacks Merritt.

        Merritt is defenseless, struggling.

        Nowlan pulls out his pistol, trying to aim at the Android.
        But Merritt keeps getting in the way of a clear shot.

                         NOWLAN
                Get out of the way.  Damn!  Damn!

        No chance of Nowlan hitting the Android from this distance
        without endangering Merritt.



                                        (CONTINUED)

                                                        85.


        THE ANDROID is squeezing Merritt, ribs about to snap.         
        Merritt can't breath.  His eyes flutter.  He's going to die.
        He tries pulling the Android off, doesn't have the strength.

        Then Nowlan gets an idea.

                         NOWLAN
                Merritt!  Catch!

        Nowlan throws his gun.  Merritt catches it with a free hand,
        aims it over his shoulder at the Android's face, and fires.

        BLAM!                                               
        The Android's head comes off, and he falls away from Merritt.

                         MERRITT
                Thanks.

        Merritt gets ready to toss the gun back to Nowlan.

                         NOWLAN
                Keep it.  One bullet left.  For the
                detonator.

        Merritt nods and pockets the gun.

        THEN THE BARRICADES BLAST open and five androids storm the
        Command Center: Coblentz HL2000, Smith EE17, and three NASTY
        looking Biker Androids.

        SMITH goes after Garby.                               
        COBLENTZ goes after Nowlan.                            
        The three BIKERS go after Merritt.

        Gernsbeck goes out the door, leaving it open.

        Garby rolls across the floor, coming up with the fire axe.
        She faces Smith EE17 with the axe, ready for battle.

        Nowlan pulls a hanger pole from the closet, holding it like
        a bo as he faces off with Coblentz HL2000, ready for battle.

        Merritt grabs the knife from the counter, spinning around to
        keep the three Biker Droids away.


        INT. HALLWAY #7 -- DAY

        Gernsbeck huddles in the hallway near the Command Center
        door, afraid to go down the hallways to the Shuttle Bay alone.

                                                        86.


        INT. COMMAND CENTER -- DAY

        Smith EE17 gives Garby an aluminum smile seconds before
        striking out at her with one of his pincher-claws.

        Garby jumps away, the claw snaps on a pipe, severing it.

                         SMITH EE17
                That could have been your neck.

                         GARBY
                This could be your face.

        She swings the fire axe at Smith's face, but he blocks it
        with his arm, deflecting the blow.

                         SMITH EE17
                Sure you don't want to be my main
                squeeze?

        Smith reaches out for her with his claw, snapping it closed
        only inches from her face.  Garby is on the defensive.



        Nowlan swings his hanger pole bo at Coblentz, who ducks and
        rolls away.

                         COBLENTZ
                You're SCRAP. All humans are SCRAP.

        Nowlan swings again, just missing Coblentz's head.       
        Coblentz rolls again, this time popping to his feet by the
        pipe Smith has severed.

        Nowlan uses the pole as a spear, charging Coblentz.

        Coblentz tears the pipe off the wall and uses it as a bo,
        deflecting Nowlan's spear.

        Coblentz and Nowlan engage in a bo fight.  Blocking, swinging,
        thrusting their weapons at each other.



        Merritt is surrounded by the three BIKER DROIDS.  He springs,
        swinging the knife around and keeping the Bikers at bay.

        The LEAD BIKER laughs.

                         BIKER
                Why do you fight us, alien?  Look at
                yourself.  We're just like you.
                Prisoners of the humans....

                                        (CONTINUED)

                                                        87.


        All three close in again, and Merritt spins, slashing the
        knife across all three Droid chests.  Sparking off each one
        of them as the blade screams over steel.

                         MERRITT
                There's two sides to everything. 
                I've chosen mine.

                         BIKER
                You're one of us.  An outsider.

                         MERRITT
                Two differences: I'm flesh, you're
                steel.  You kill because you like it.
                I kill only in self-defense.

                         BIKER
                Three: You bleed, we don't.

        WHAM!  The three attack simultaneously.  Three against one.



        Garby bumps against the wall.                            
        Nowhere to run.                                     
        She has to fight.                                      
        She swings the fire axe out at Smith.

        Smith pulls back, the axe whizzes past.                  
        Missing.                                              
        He laughs.

                         GARBY
                Let's make this quick.

                         SMITH EE17
                Whatever you like.

        Smith grabs the axe in his pincher and tries to yank it out
        of Garby's hands.  She holds on, as Smith twists.  Spinning
        her off her feet onto the floor.

                         SMITH EE17
                Sitting this one out?

        But Garby's still got the axe in her hands.



        Coblentz swings his pipe at Nowlan's head.            
        WHACK!

        Nowlan blocks it just in time.                          
        Coblentz laughs and swings again.  WOOSH!

                                        (CONTINUED)

                                                        88.


                         COBLENTZ
                Silicon works faster than brain matter. 
                I know where you're going to swing
                even before you do.

                         NOWLAN
                Really?

        Nowlan fakes left, swings right.  And Coblentz blocks it.

                         COBLENTZ
                Yes.

        Nowlan fakes left, but SWINGS left.  Coblentz blocks it.

        Coblentz laughs and flips the pipe into his hands like a
        spear.  Then charges at Nowlan.                         
        Nowlan is trapped.



        Merritt has all three Biker Droids attacking from different
        sides, and swings into action.

        Kicking backwards, he hits BIKER #2 in the chest, swinging
        forward, he hits BIKER #3 in the face, spinning, he hits the
        LEAD BIKER in the neck.                               
        All in one move.                                        
        All three go down...

                         MERRITT
                My lucky day.

        The three roll to their feet and attack again!

        Merritt spins with his knife, sparking off all three Droid's
        chest, and forcing them back.                            
        For a second.                                  
        Then they ATTACK!



        Smith EE17 looks down at Garby and smiles aluminum teeth.

                         SMITH EE17
                Not so fast, sugar.

        Garby tries to squirm away without giving up her grip on the
        fire axe.  Impossible.

        Smith moves his face in close, then his SECOND set of aluminum
        teeth shoot out at her on their metal teether.

        The teeth come within inches of Garby's face and SNAP closed.

                                        (CONTINUED)

                                                        89.


        Garby twists the axe handle in her hands, popping it out of
        Smith's grip.

        She pivots the axe so that it swings...                  
        Cutting off Smith's spare teeth at the tether.

                         SMITH EE17
                Ahhhh!

        Smith screams and falls back.                            
        The metal teeth scurry along the floor like a snake.

        Garby SLAMS the axe head down on them, smashing them to
        sparking pieces.

                         SMITH EE17
                Play time is over.

        Smith attacks.                                       
        Pinchers ready to do real damage.



        Coblentz rushes Nowlan with his pipe/spear.               
        Nowlan is trapped in the corner.

                         COBLENTZ
                No escape, screw.

        Nowlan twirls the pole in his hands, hitting the counter
        top, POLE VAULTING over the counter out of harm's way.

        Coblentz spear jambs into the wall where Nowlan was standing
        only seconds ago.

                         NOWLAN
                Your silicon chips missed that one,
                huh?  Did they see this one coming?

        WHAM!                                               
        Nowlan spins the pole, cracking it into Coblentz's head with
        enough force to send him over the counter.

        Now Coblentz is weaponless.                            
        The pipe still stuck in the wall.

        Nowlan jabs Coblentz back.                             
        Coblentz spins and strikes out at his face with a steel hand.
        Nowlan uses the bo to block.

        CRACK!                                              
        Coblentz cuts the pole in half with a powerful blow.

        Now Nowlan has two short sticks... And Coblentz ATTACKS!

                                                        90.


        INT. HALLWAY #13 -- DAY

        Ralph 124C41 and the second wave of Androids (three times as
        many as the first wave) finally crack open the door and rush
        down the hall to the Command Center.


        INT. COMMAND CENTER -- DAY

        Merritt has three Bikers attacking simultaneously.

        When he pulls his fist back to hit Biker #2, his elbow jabs
        Biker #3 in the throat.  After punching Biker #2, he uses
        his left hand to punch the Lead Biker.

        All three move back for about a second, and then attack again.

                         MERRITT
                Don't you guys ever give up?

                         BIKER
                Don't you?

                         MERRITT
                Never.

        Biker #3 charges him.  Merritt jumps up, landing a two footed
        kick into the Biker's chest.

        BIKER #3 slams back, head crashing into a monitor.  Explosion
        of sparks as the Biker Droid short circuits.

                         MERRITT
                One down.

        Biker #2 tries to jump him, but Merritt twists his fist,
        using the knife to sever the power cord on the Droid's neck. 
        The knife's follow through almost cuts off Biker #2's head.

        BIKER #2 hits the floor in two pieces: Head and body.

        Merritt turns to the Lead Biker.

                         MERRITT
                Ready for yours?

                         BIKER
                More than ready.

        Merritt and the Biker circle each other like caged beasts.

        Biker #2's severed head waits until Merritt gets close before
        it bites him on the leg.


                                        (CONTINUED)

                                                        91.


        Merritt screams, then PUNTs the head out the window and
        returns his attention to the Lead Biker.

        Too late.  The Lead Biker charges at him.

        Merritt feels (Coblentz's) metal pole at his back.  Trapped!

        When the Lead Biker gets close, Merritt just steps aside.
        Allowing the Biker to skewer himself on the pole.

                         MERRITT
                Hope you got my point.



        Smith EE17 attacks Garby, pinchers ready.

        Garby swings her axe at Smith's head.

        Smith ducks, and the blade whizzes overhead.

        Garby swings her axe at Smith's legs.

        Smith jumps, and the blade whizzes under foot.

        Garby swings her axe at Smith's stomach...

                         GARBY
                Ah, just right.

        WHACK!  SLAM!  SPARKS!                                 
        The blade connects big time, cutting Smith in half.         
        Both halves hit the floor: Dead.



        Coblentz HL2000 attacks Nowlan.  Nowlan uses the two halves
        of the pole as escrima sticks, pummeling the Android.

        Coblentz knocks Nowlan to the floor.  The two wrestle across
        the floor, Coblentz the stronger of the two.

        Nowlan has the Droid's stitched body pressing him to the
        floor and gets an idea.  He snatches up a piece of broken
        glass, and cuts one of the stitchings.

                         NOWLAN
                Let's see what happens if I pull a
                few strings.

        He yanks open the seam, exposing Coblentz's metal insides.

        Coblentz picks up a chunk of fallen metal and gets ready to
        brain Nowlan.

                                        (CONTINUED)

                                                        92.


        Nowlan uses the broken glass to cut wires and hoses in
        Coblentz's chest, sparking and shorting and causing a gush
        of lubricating fluid to spew out.

        Coblentz falls over, twitching... then dies.

        Nowlan moves to his feet and looks from Merritt to Garby.

                         MERRITT
                Get to the shuttle.  I'll hold the
                rest of them off.

                         NOWLAN
                I'll help.

                         MERRITT
                Do be a fool.  Get moving.  Take the
                explosives.

        Nowlan and Garby nod, and push the rolling cart of explosives
        out the open door.

        CRASH!                                              
        Behind Merritt, a dozen Androids lead by Ralph 124C41 break
        through the barricades.

                         RALPH
                Remember, he's mine.

        Merritt is completely outnumbered... and weaponless.


        INT. HALLWAY #7 -- DAY

        Gernsbeck hears people coming through the Command Center
        door and tries to hide....

        But it's Garby and Nowlan, pushing the cart.

                         GERNSBECK
                Thank God. I've been waiting for you.

                         NOWLAN
                Let's go.

        The three run down Hallway #7, pushing the cart of explosives
        in front of them.

        AT THE CORNER TO HALLWAY #6 there is a moment of suspense.
        They don't know if Androids lay in wait around the corner.

        Nowlan rolls out, ready for action.

                                                        93.


        INT. HALLWAY #6 -- DAY

        Nothing.                                              
        The hallway is empty all the way to the shuttle bay doors.

        Garby and Gernsbeck swing around the corner with the cart of
        explosives.

                         GERNSBECK
                Come on.

                         NOWLAN
                We'll wait here.  Maybe he'll need
                some help.

                         GERNSBECK
                You're crazy.  Fuck Merritt.

        Gernsbeck takes off down the hall to the shuttle bay doors.

                         NOWLAN
                   (sotto)
                Merritt's one of the few people I can
                trust.

        AT THE SHUTTLE BAY DOORS

        Gernsbeck realizes he doesn't have a mag card on him.       
        He can't get into the shuttle.


        INT. COMMAND CENTER -- DAY

        Merritt faces off against Ralph, the other Androids ringing
        the room around them.

                         RALPH
                Ready to die, Alien?

                         MERRITT
                I'm ready to finish what I started.
                Turn you into scrap.

        WHACK!                                              
        Merritt kicks Ralph in the face.                           
        Ralph laughs it off, pressing Merritt back towards the wall.

        Ralph moves in to attack.

        Merritt scoops up a chair, using it as a shield.              
        Like a lion tamer keeping an angry cat at bay.

        Ralph tries punching around the chair, but can't reach
        Merritt's face.  He kicks up, forcing Merritt to jump back.

                                        (CONTINUED)

                                                        94.


                         RALPH
                No one can fight an Android and win.
                Flesh can't win against steel.

                         MERRITT
                Is that right, tin man?

        Merritt SLAMS the chair into Ralph, crashing him backwards.

        Ralph hits the counter and GROWLS, charging at Merritt.

        Merritt holds up the chair, but Ralph bats it out of his
        hands and keeps on coming.

        Ralph and Merritt trade punches.                           
        Merritt takes the brunt.                                 
        He can't hold off this Android himself.

                         RALPH
                You're no man of steel, Alien.

        Ralph hits Merritt it the face.

                         RALPH
                Die slow or die fast.

        Merritt feels the gun in his pocket.  He could blow Ralph to
        pieces... But he needs it for the detonator.

        Ralph swings a fist, and Merritt rolls away, popping up near
        the door to Hallway #7.

        Ralph laughs, and starts towards him.

                         RALPH
                No escape, Smov. We fight to the death.
                Your death.

        Merritt spots his fallen knife leaning up against a splitered
        piece of wood.  He steps on the end, flipping it into the
        air and catching it.

                         MERRITT
                Come and get me.

        Ralph takes the challenge, charging at Merritt.

        Merritt rolls backwards through the door....


        INT. HALLWAY #7 -- DAY

        Merritt pops to his feet, stabbing Ralph as he comes out the
        door.  But the knife hits his chest and SPARKS.

                                        (CONTINUED)

                                                        95.


        THE OTHER ANDROIDS come out the door, forming a ring behind
        Ralph 124C41.

        Merritt swings the knife at Ralph's face, but he ducks.  
        The knife severs the plastic casing over a power cord, sending
        half the hallway into darkness.

        The power cord sparks and sputters on the floor like a snake.

        Ralph waits for Merritt to swing the knife again, then knocks
        it from the Alien's hands.

                         RALPH
                Now we have a fair fight.

        Ralph moves in and begins pummeling Merritt with his fists.

        Merritt tries blocking the blows, but flesh really is no
        match for steel.  Ralph is going to beat Merritt to death.


        INT. HALLWAY #6 -- DAY

        Garby and Nowlan listen to the fight.                      
        Garby moves to help Merritt, but Nowlan holds her back. 
        It's Merritt's fight.


        INT. HALLWAY #7 -- DAY

        Ralph slams a fist so hard into Merritt's face, it knocks
        him a dozen feet backwards.

        Merritt hits the floor HARD.                            
        He touches the gun again, wondering if he should use it.

                         MERRITT
                No fucking way.

        Ralph laughs and charges him, ready to put an end to it.

        Merritt looks up at Ralph.

                         RALPH
                Now you die!

        Ralph is almost on top of Merritt when he grabs the sparking
        electrical wire and forces it into Ralph's eye socket.

        Ralph screams, sparking, and catches fire.

                         MERRITT
                Knew you'd get a charge out of that.


                                        (CONTINUED)

                                                        96.


        Merritt moves to his feet as Ralph falls over, sparking,
        twitching, dead.

        THAT'S WHEN THE REST OF THE ANDROIDS ATTACK!             
        They charge at Merritt.  Two dozen metal killers.

        Merritt RUNS!


        INT. HALLWAY #6 -- DAY

        Garby hears someone running around the corner, and gets ready
        to attack.  But it's Merritt.

                         MERRITT
                Come on!  Come on!

        He keeps on running.  Nowlan and Garby fall in beside him.

        THE POUNDING OF HUNDREDS OF ANDROID feet echoes, as the Army
        Of Androids ROAR down Hallway #7 to Hallway #6.

        Merritt, Nowlan, and Garby run like hell.

        Then Garby trips and goes down.                         
        Hard.

        THE ANDROIDS round the corner from Hallway #7.

        Merritt sees that Garby isn't with them.

                         MERRITT
                Garby?

        He sees her on the floor, trying to get to her feet.

        THE ANDROIDS race towards them.

        Merritt goes back for her.                              
        Grabbing her hand and pulling her to her feet.              
        Then he rolls the explosives cart into the charging Androids,
        knocking the three in the lead down.

                         MERRITT
                Come on!

        He and Garby run like hell down the hallway, until they come
        to the shuttle bay doors.

        AT THE SHUTTLE BAY DOORS

        Nowlan uses his mag card to open the doors.



                                        (CONTINUED)

                                                        97.


        Merritt pulls out his gun and takes careful aim down the
        barrel at the detonator button.

        THE ANDROIDS are on their feet, trying to get around the
        explosives cart.  More and more of them pouring into the
        hallway by the minute.

        HUNDREDS OF ANDROIDS.

                         MERRITT
                Ready?

                         NOWLAN
                Do it.

        Merritt squeezes the trigger.                            
        Firing the last bullet.                              
        Bang!

        Misses the detonator, but takes off an Android's head.

                         MERRITT
                Shit!

                         NOWLAN
                We won't have time for lift off if we
                can't keep them away from the shuttle.

        THE ANDROIDS begin moving towards them.

                         GERNSBECK
                I'll take care of it.

        Before anyone can stop him, Gernsbeck begins charging the
        army of Androids.

                         GARBY
                Daddy!  No!  No!

        Nowlan and Merritt drag Garby through the shuttle bay doors.


        INT. SHUTTLE -- DAY

        Nowlan locks the shuttle door behind them as Merritt starts
        pressing buttons on the control panel.

                         MERRITT
                Hope I remember how to drive one of
                these things.

        He hits a switch, and the rockets engines begin to ROAR.

                                                        98.


        INT. HALLWAY #6 -- DAY

        Gernsbeck is grabbed by a pair of androids before he can
        make it to the detonator.  He uses all of his strength to
        DRAG them back with him.

        When Gernsbeck gets to the cart of explosives, an Android
        grabs him from behind, choking him.

                         ANDROID
                Now you die, Warden.

                         GERNSBECK
                Go to hell.

        Gernsbeck presses the detonator button.

        BLAAAAAAAAAAAAAAAAAAAAAAAAAAAM!

        The Androids and everything else in the hallway is blown to
        fiery bits.  Flames race the hallways.


        EXT. PLANET ISAAC -- DAY

        The shuttle takes off from the docking bay, zooming away
        from the surface of Isaac and it's twin suns.


        EXT. OUTER SPACE -- NIGHT

        The shuttle zooms away from Planet Isaac.

        BLAAAAAAAAM!                                           
        A massive explosion rips through the planet, turning the
        surface into a fireball.


        INT. SHUTTLE -- NIGHT

        Merritt, Garby, and Nowlan look out the shuttle window at
        the fireball which was once the planet Isaac.

                         MERRITT
                Think we used too much dynamite?

        The three are safe.

                         MERRITT
                Fuel cells will take us all the way
                to Saturn.

                         NOWLAN
                We're safe.

                                        (CONTINUED)

                                                        99.


                         GARBY
                Going home.

        Garby smiles, and touches Merritt's shoulder.


        EXT. SHUTTLE -- NIGHT

        The shuttle zooms off into deep space and we....

                                                FADE OUT.

                            THE END

        "ANDROID ARMY" c 2000 by William C. Martell






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