I N D E P E N D E N C E   D A Y

  by Dean Devlin & Roland Emmerich

  --------------------------------------------------------------

  AN AMERICAN FLAG

  Oddly still, posted in gray dusty sand.

  WIDEN TO REVEAL:

  EXT. LUNAR SURFACE - THE MOON

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

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

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

              CUT TO:

  EXT. NEW MEXICO - RADIO TELESCOPE VALLEY - NIGHT

  A field of large satellite dishes scan the skies.

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

  INT. INSTITUTE - MONITORING CONTROL CENTER - SAME

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

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

  INT. SLEEPING QUARTERS - SAME

  Sleepily a SUPERVISOR picks up the phone.

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

  INT. CONTROL CENTER - SAME

        TECH ONE
    Shut up and listen.

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

  INT. SLEEPING QUARTERS - SAME

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

  INT. CONTROL CENTER - MOMENTS LATER

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

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

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

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

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

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

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

  Tech Three slides over to another computer.

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

        TECH THREE
    This can't be right.

  Tech Three just stares at his screen in disbelief.

        SUPERVISOR
    What's wrong?

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

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

              CUT TO:

  INT. HALLWAY - PENTAGON - SAME

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

        GENERAL GREY
    Who else knows about this?

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

  The General shoots him a disapproving glance.

        COMMANDING OFFICER
    Excuse me, Sir.

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

  INT. SPACE COMMAND - THE PENTAGON - CONTINUOUS

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

  Super: SPACE COMMAND - THE PENTAGON

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

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

        GENERAL GREY
    Looks like a big turd.

  The two Officers exchange a glance.

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

  The General turns to the Second Officer, concerned.

        GENERAL GREY
    A meteor?

        SECOND OFFICER
    No Sir.  Definitely not.

        GENERAL GREY
    How do you know?

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

        GENERAL GREY
    It's doing what?

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

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

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

              CUT TO:

  INT. WHITMORE'S BEDROOM - FRE-DAWN

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

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

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

        WHITMORE
    Hi honey.  What time is it there?

  INT. HOTEL ROOM - NIGHT

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

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

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

        MARGARET
      (smiles)
    Liar.

  INT. WHITMORE BEDROOM - SAME

  Whitmore sits up.

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

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

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

        WHITMORE
    Of course not.

  The little girl stirs awake, looks up.

        PATRICIA
    Mommy?

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

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

  T.V. - NEWS PROGRAM

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

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

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

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

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

        PATRICIA
      (into phone)
    Daddy let me watch Letterman.

        WHITMORE
      Traitor.

  Whitmore exits the room.

  INT. HALLWAY - CONTINUOUS

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

        SECURITY GUARD
    Good morning, Mr. President.

        WHITMORE
    Good morning, George.

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

  INT. BREAKFAST TABLE - CONTINUOUS

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

        WHITMORE
    You're up early this morning,
    Connie.

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

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

        WHITMORE
    Clever.

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

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

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

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

        WHITMORE
    You see, substance at last.

  An AIDE appears at the doorway.

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

  Whitmore goes to the phone, picks it up.

        WHITMORE
    Yes?  Say that again?

              CUT TO:

  AN OLD RUSSIAN SATELLITE

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

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

  NEW YORK SKYLINE - EARLY MORNING

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

  EXT. CLIFFSIDE PARK - NEW JERSEY - MORNING

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

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

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

        DAVID
    I'm thinking.

        MOISHE
    So think already.

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

        MOISHE
    Again he's thinking.

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

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

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

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

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

        DAVID
    Dad, don't start.

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

        DAVID
    Three years.

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

  Moishe takes a big puff on the cigar and coughs.

        DAVID
    Look who's talking healthy.

  Suddenly David's beeper goes off.

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

  David moves his queen.

        DAVID
    Checkmate.  See you tomorrow, Dad.

  He gives his father a quick kiss and hurries away.

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

              CUT TO:

  EXT. NEW YORK CITY STREETS - MINUTES LATER

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

  INT. COMPACT CABLE OFFICES - LATER

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

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

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

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

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

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

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

        DAVID
    What the hell is this?

        MARTY
    So sue me.

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

  INT. TRANSMISSION FEED - CONTINUOUS

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

        DAVID
    Did you try to switch to
    transponder channels?

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

  David examines the readouts, puzzled.

        DAVID
    Let's retrofit the dish to another
    satellite.

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

  David looks up, puzzled.

        DAVID
    That's impossible.

              CUT TO:

  A TELEVISION SET

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

              WIDEN TO REVEAL:

  INT. MOBILE HOME - DAY

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

        MIGUEL
    Stop it.

        TROY
    It's all fuzzy.

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

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

        TROY
    I don't need it.

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

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

  EXT. TRAILER PARK - SAME - MORNING

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

  INT. BRENNON MOBILE HOME - SAME

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

        MIGUEL
    Morning, Lucas.

  Lucas holds a bowl full of rotted vegetables.

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

  Unceremoniously, he dumps them at Miguel's feet.

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

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

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

  Troy SMACKS the television again.

        MIGUEL
    Troy, stop it!  I swear to God!

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

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

        MIGUEL
    Stop it, Troy!  I swear to God!

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

              CUT TO:

  EXT. SPACE - THE ORBIT - SAME

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

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

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

              CUT TO:

  INT. WHITE HOUSE - BASEMENT CORRIDORS - DAY

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

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

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

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

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

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

  Constance escapes into the elevator, turns around.

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

        AIDE #1
    In a second!

        AIDE #2
    Absolutely.

  Before she can retort, the elevator doors close.

  INT. OVAL OFFICE - WIDE SHOT - SAME

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

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

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

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

  Just then the door opens and Constance enters.

        PRESIDENT WHITMORE
    What's the damage?

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

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

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

        CONSTANCE
    Isn't that a little premature?

        NIMZIKI
    I don't think so.

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

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

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

        NIMZIKI
    Well that's good news.

        COMMANDING OFFICER
    Not really.

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

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

        PRESIDENT WHITMORE
    Pieces?

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

        NIMZIKI
    Where are they heading?

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

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

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

              CUT TO:

  YELLOW LIGHTS FLASHING ON

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

  INT. DAVID'S CUBICLE - COMPACT CABLE - DAY

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

        MARTY
    Please, tell me you're getting
    something.

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

        DAVID
    There's good news and bad news.

        MARTY
    What's the bad news?

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

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

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

        MARTY
    That's the good news?

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

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

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

              CUT TO:

  EXT. CALIFORNIA FARMLANDS, IMPERIAL VALLEY - DAY

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

  MIGUEL'S POV - AN OLD BI-WING AIRPLANE

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

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

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

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

  A LINE OF TREES

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

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

  ANGLE - OTHER SIDE OF TREES - MOMENTS LATER

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

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

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

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

        RUSSELL
    You sure?

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

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

              CUT TO:

  EXT. IRAQI DESERT - REFUGEE CAMP - NIGHT

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

  Super: Northern Desert, Iraq

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

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

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

  THE SKIES - THE PHENOMENON

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

              CUT TO:

  EXT. USS EISENHOWER - AIR CARRIER - ESTABLISHING - DAWN

  Super: Battle Carrier, USS Eisenhower - Persian Gulf

  INT. USS EISENHOWER - RADAR ROOM - DAY

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

        LIEUTENANT
    Ensign, status?

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

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

        LIEUTENANT
    Have a complete diagnostic run...

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

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

        LIEUTENANT
    Get the CINC Atlantic Command on
    the line.

              CUT TO:

  INT. PENTAGON - COMMANDING CENTER - DAY

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

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

        COMMANDING OFFICER
    A second sighting?

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

  The Commanding Officer grabs a phone laying off the hook.

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

  INT. OVAL OFFICE - DAY

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

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

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

        PRESIDENT
    Put it on.

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

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

  Everyone is locked onto the television, mesmerized.

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

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

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

  INT. AWAC AIRPLANE - DAY

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

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

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

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

        PILOT
    Negative.  We still have zero
    visibility.

  EXT. AWAC AIRPLANE - CLOUDY SKIES - DAY

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

  Super:  Pacific Coastline, California

  The AWAC disappears from view into the clouds.

  INT. OVAL OFFICE - SAME

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

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

  INT. AWAC - SAME

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

        PILOT
    Wait a minute, it may be clearing.

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

  INT. AWAC - SAME

  The speaker phone cracks and distorts.

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

  EXT. AWAC AND PHENOMENON - SAME

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

  Quickly it is ENGULFED in the flames.

  INT. OVAL OFFICE - SAME

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

        GENERAL GREY
    Get them back on line.

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

  The ATLANTIC COMMAND CINC, turns from a different phone.

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

        CHIEF OF STAFF
    How much time do we have?

        AAC CINC
    Less than ten minutes.

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

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

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

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

        CONSTANCE
    More than likely.

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

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

        PRESIDENT
                I'm not leaving.

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

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

        NIMZIKI
    But, Mr. President...

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

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

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

        PRESIDENT
    I had a feeling you would.

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

        PRESIDENT
    Then God help us.

              CUT TO:

  INT. DAVID'S CUBICLE - DAY

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

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

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

  INT. COMPACT CABLE OFFICE - CONTINUOUS

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

  INT. MARTY'S OFFICE - CONTINUOUS

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

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

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

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

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

        DAVID
    What re you talking about?

        MARTY
    Haven't you been watching?

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

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

  INT. WHITE HOUSE PRESS ROOM - SAME

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

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

  INT. BRENNON MOBILE HOME - SAME

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

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

  INT. MARTY'S OFFICE - SAME

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

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

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

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

  INT. HALLWAY -- CONTINUOUS

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

        MARTY
    Oh shit, I better call my wife.

  INT. AIRPORT DINER - LATE MORNING

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

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

  The Mechanics laugh.  Russell tries to ignore them.

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

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

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

        RUSSELL
    Not today, guys.  Okay.

  Russell gets up and heads for the door.

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

  EXT. SMALL AIRPORT - CONTINUOUS

  The Mechanic follows Russell outside, his buddies in tow.

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

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

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

  EXT. TRAILER PARK - SAME

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

  INT. BRENNON MOBILE HOME - CONTINUOUS

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

  EXT. TRAILER PARK - CONTINUOUS

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

  THE PHENOMENON - DARK CLOUDS

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

  INT. COMPACT CABLE - STAIRWELL - SAME

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

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

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

  EXT. WASHINGTON MONUMENT - SAME

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

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

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

  INT. WHITE HOUSE - HALLWAYS - SAME

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

  INT. WHITE HOUSE - OVAL OFFICE - SAME

  The President talks on the phone.  Constance waits nearby.

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

  The President hangs up.

        CONSTANCE
    What is their position?

        PRESIDENT WHITMORE
    I think he was drunk.

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

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

  Abruptly, the room DARKENS as it begins to RUMBLE.

  EXT. WHITE HOUSE - SAME

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

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

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

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

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

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

  EXT. WALL STREET - SECOND LATER

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

  EXT. ROOFTOP - COMPACT CABLE - SAME

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

  SKYLINE AND ALIEN CRAFT

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

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

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

  DAVID'S POV - CENTRAL PARK - SAME

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

        DAVID
      (realizing)
    My God.  The signal.

  EXT. LOS ANGELES BASIN - WIDE ANGLE - LATER MORNING

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

  EXT. HILLSIDE RESIDENTIAL AREA - SAME

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

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

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

  SPACE SHIP - SAME

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

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

  INT. BEDROOM - CONTINUOUS

  Two people sleep as Dylan runs into the room.

        DYLAN
    Mommy, look at!

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

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

  She turns back over.  Suddenly the room briefly RUMBLES.

        MAN
    Earthquake?

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

  Shrugging, the man does.

  HOLLYWOOD SIGN (FORMERLY SC. 72) - SAME

  In Los Angeles.  The SHADOW slowly covers the sign.

  EXT. WHITE HOUSE - WINDOW - SAME

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

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

  INT. OVAL OFFICE - SAME

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

        CONSTANCE
    What do we do now?

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

        CONSTANCE
    Yeah.  I'm one of them.

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

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

              CUT TO:

  INT. JASMINE'S DEBROW'S BEDROOM - SAME

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

        JASMINE
    He's trying to impress you.

        STEVE
    He's doing a good job.

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

  INT. BATHROOM - CONTINUOUS

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

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

  He finished and flushes.

  INT. LIVING ROOM - CONTINUOUS

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

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

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

  Jasmine sits up in bed, yelling out to Steve.

        JASMINE
    Dylan out there?

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

        STEVE
    What have you been up to, Sport?

        DYLAN
      (holding his gun)
    Shooting aliens.

  Steve musses up the boy's hair, smiling.

        JASMINE
      (entering)
    Coffee?

  Steve mumbles an affirmative as he exits.

  EXT. JASMINE'S HOUSE - CONTINUOUS

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

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

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

  STEVE AND JASMINE'S POV

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

  THE ALIEN CRAFT

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

              CUT TO:

  INT. STAIRWELL - DAY

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

  INT. COMPACT CABLE OFFICE - CONTINUOUS

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

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

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

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

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

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

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

        DAVID
    Tell her to get the kids and leave
    town.

        MARTY
    What happened?

        DAVID
      (yells)
    Just do it!

  Marty realizes David is dead serious.

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

  Mary hangs up, crawls out from under the table.

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

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

        MARTY
    Not really...

        DAVID
    That signal.  It's a countdown.

        MARTY
      (confused)
    A countdown to what?

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

  David motions to the television.

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

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

        MARTY
    Then what?

        DAVID
    Checkmate.

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

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

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

  INT. PRESS ROOM, WHITE HOUSE - SAME

  The President stands at the podium giving his address.

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

  ANGLE - SIDE ENTRANCE TO PRESS ROOM

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

        PRESS AIDE
    He says he's your husband.

  Her expression drops.  She takes the phone from her.

        CONSTANCE
    What do you want?

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

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

  INT. COMPACT CABLE OFFICES - SAME

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

  INT. SIDE OFFICE, WHITE HOUSE - DAY

  Impatient, Constance tries to get off the phone.

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

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

        CONSTANCE
    You're being paranoid.

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

  Constance hangs up.  Her face betrays mixed emotions.

  INT. COMPACT CABLE OFFICES - SAME

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

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

  Hanging up the phone, David sprints for the exit.

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

              SMASH CUT TO:

  CABS SLAMMING TOGETHER - NEW YORK CITY STREETS

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

  EXT. GEORGE WASHINGTON BRIDGE - NEW YORK - DAY

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

  EXT. CLIFFSIDE, NEW JERSEY - LATER

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

  EXT. MOISHE'S TRACT HOUSE - SECONDS LATER

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

        DAVID
    Pops!

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

        DAVID
    You still got the Olds?

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

        DAVID
    That's okay.  You're driving.

              CUT TO:

  INT. JASMINE'S HOUSE - DAY

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

        JASMINE
    You can't go.  Call them back.

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

        JASMINE
    You said you were on leave for the
    Fourth.

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

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

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

  EXT. DEBROW HOUSE - CONTINUOUS

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

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

  Dylan opens the bag; fireworks.  Jasmine walks over.

        DYLAN
    Cool.

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

        JASMINE
    Wait.  I have to tell you
    something.

        STEVE
    What?

        JASMINE
      (loses her nerve)
    Be careful.

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

        JASMINE
    Really?  You don't mind?

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

  Pissed, she hits him.  He loves it.

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

        STEVE
    Yes, I am.

        JASMINE
    Dick-weed!

        STEVE
    Butt-munch.

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

        JASMINE
    I'll take these.

        DYLAN
    Mommmmmm...

              CUT TO:

  EXT. JERSEY - HIGHWAY - LATER THAT DAY

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

  INT. OLDS - SAME

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

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

        DAVID
    Can't this thing go any faster?

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

        DAVID
    They don't know this.

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

        DAVID
    Dad...

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

              CUT TO:

  INT. HOTEL LOUNGE, LOS ANGELES - LATE AFTERNOON

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

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

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

  INT. WHITMORE BEDROOM - WHITE HOUSE - SAME

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

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

        MARGARET
      (filtered)
    How's the munchkin?

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

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

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

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

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

        PRESIDENT WHITMORE
    What the hell are they up to?

              CUT TO:

  EXT. TRAILER PARK - NIGHT

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

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

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

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

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

        TROY (O.S.)

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

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

        MIGUEL
    Troy, you remember Uncle Hector,
    from Tucson?

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

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

        TROY
    That'd be cool!

  Miguel thinks for a second, makes a decision.

        MIGUEL
    Pack up, we're going.

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

        TROY
      (yelling after him)
    What about Dad?

  ALICIA AND OLDER BOY

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

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

        ALICIA
    What makes you think I'm a virgin?

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

        MIGUEL
    Come on, we're going.

        ALICIA
    I'm not going anywhere...

  Miguel grabs her by the wrist and pulls her away.

  EXT. FREEWAY - OUTSIDE WASHINGTON - NIGHT

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

  INT. MOISHE'S OLDS - NIGHT

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

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

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

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

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

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

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

  David starts to look it up.  Suddenly...

  DOZENS OF CARS HEADING STRAIGHT FOR THEM

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

        MOISHE
    Oh my God!

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

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

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

  Suddenly A TRUCK  blocks off their only escape route.

  Moishe turns HARD and drives up onto the right shoulder.

  OVERHEAD ANGLE - OLDS AND TRAFFIC

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

        DAVID
    Nice driving, pops!

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

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

              CUT TO:

  INT. STRIP CLUB - LOS ANGELES - NIGHT

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

  REVERSE ANGLE - JASMINE'S POV - EMPTY CLUB

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

  ANGLE T.V. - ROOFTOP - LOS ANGELES

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

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

  INT. DRESSING ROOM - CONTINUOUS

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

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

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

  Tiffany holds up a drawing of a space alien.

        JASMINE
    You're not thinking of joining
    those idiots?

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

  Jasmine turns to Tiffany, dead serious.

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

        TIFFANY
    I promise.

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

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

        MARIO
    What the hell's your kid doing
    here?

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

        JASMINE
    You try to find a sitter today.

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

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

            CUT TO:

  EXT. WASHINGTON D.C. - NIGHT

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

  INT. OLDS - CONTINUOUS

  David types frustratedly on his laptop.

        MOISHE
    Not listed, huh?

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

        MOISHE
    Spunky?

        DAVID
    College nickname.

        MOISHE
    You try Martin?

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

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

        MOISHE
      (sarcastic)
    So what do I know?

              CUT TO:

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

  A crowded locker room.  Steve enters.

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

        STEVE
    Ah, were you guys waiting for me?

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

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

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

        STEVE
    Well, the mail's still working.

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

        JIMMY
    Junk mail.  You don't want this.

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

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

        STEVE
    How to kiss ass.

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

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

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

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

  Steve snatches it back, embarrassed.

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

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

              CUT TO:

  EXT. WHITE HOUSE - MOMENTS LATER - NIGHT

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

  INT. ODS - CONTINUOUS

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

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

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

        DAVID
    Perfect, she's using it.

        MOISHE
    It's perfect the line is busy?

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

        MOISHE
    You can do that?

  Shooting his father a look.

        DAVID
      (sarcastic)
    All cable repairmen can.

  INT. WHITE HOUSE - HALLWAY - MOMENTS LATER

  Constance is just finishing a call on her cellular phone.

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

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

        CONSTANCE
    What?

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

        CONSTANCE
    David?  How'd you get this number?

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

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

        CONSTANCE
    What am I looking for?

  CONSTANCE'S POV - STREET - OLDS - DAVID

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

        CONSTANCE
      (to herself)
    How does he do that?

              CUT TO:

  INT. BRENNON TRAILER - NIGHT

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

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

  EXT. ROADWAY - CONTINUOUS

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

        MIGUEL
    They let you out?

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

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

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

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

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

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

  Russell is momentarily silent, stunned.  Recovering...

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

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

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

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

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

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

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

  EXT. ANDREWS AIR FORCE BASE - NIGHT

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

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

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

  INT. BRIEFING ROOM - WHITE HOUSE - SAME

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

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

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

  Suddenly everyone snaps to attention as the President enters.

        PRESIDENT
    Where are we?

        GENERAL GRAY
    They're in the air.

              CUT TO:

  INT. OFFICE OF THE COMMUNICATIONS DIRECTOR - SAME

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

        MOISHE
      (to himself)
    Very nice.

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

        CONSTANCE
    And when is the countdown supposed
    to expire?

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

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

        CONSTANCE
    What do you want me to do?

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

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

        DAVID
    He's not going to listen to me.

  Surprised at his son, Moishe steps forward.

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

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

        MOISHE
    You punched the President in the
    face?

        DAVID
    He wasn't the President then.

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

        MOISHE
    Punched the President?  Oh my god.

  APACHE HELICOPTERS

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

  INT. HELICOPTER - PILOT - CONTINUOUS

  The PILOT adjusts his radio.

        PILOT
    Echo one, we are closing in.

  EXT. SKIES - CONTINUOUS

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

  INT. HALLWAY - ELEVATORS - WHITE HOUSE - MINUTES LATER

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

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

  INT. OVAL OFFICE - CONTINUOUS

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

        CONSTANCE
    Wait here.  I'll be right back.

  David sets up his laptop.

        MOISHE
    Not on his desk.

  INT. BRIEFING ROOM - NIGHT

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

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

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

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

        NIMZIKI
    You're leaving now?

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

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

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

        CONSTANCE
    I'll bet.

  INT. OVAL OFFICE - SAME

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

        PRESIDENT
    What the hell's he doing here?

  Moishe, bursting, steps forward.

        MOISHE
    Moishe Martinsburg, Mr. President.

        CONSTANCE
    My ex-husband works in satellite
    communications.

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

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

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

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

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

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

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

  David draws small satellites surrounding Earth.

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

  Suddenly an aide, ALEX, appears in the doorway.

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

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

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

  EXT. HELICOPTERS - SAME - NIGHT

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

  REVERE ANGLE - HELICOPTERS AND SPACE CRAFT

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

  INT. BRIEFING ROOM - SECONDS LATER

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

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

        GENERAL GREY
    But Mr. President...

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

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

        NIMZIKI
    What the hell's going on?

        PRESIDENT
    We're leaving.

  An AIDE motions to the monitors.

        AIDE
    They're responding.

  The room goes silent, everyone turns to the monitors.

  MONITOR - NEWS PROGRAM & NIGHT VISION VIDEO

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

  EXT. APACHE HELICOPTERS - SAME

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

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

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

  INT. HOTEL SUITE - NIGHT

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

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

  She slams her valise SHUT and quickly exits.

  POLICE HELICOPTER

  SOARS over us, headed directly for downtown Los Angeles.

  EXT. ROOFTOP - SAME

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

        TIFFANY
      (awed)
    It's beautiful.

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

  POLICE HELICOPTER

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

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

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

  EXT. CITY STREET - PASADENA THROUGHWAY - SAME

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

  INT. JASMINE'S CAR - SAME

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

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

        JASMINE
    Now he tells me.

  EXT. WHITE HOUSE - SAME

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

        PRESIDENT
    They're okay.  Let them on!

  INT. HELICOPTER - CONTINUOUS

  The President steps inside, turns to General Grey.

        PRESIDENT
    Is my wife in the air?

        GENERAL GREY
    She should be shortly.

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

  EXT. WHITE HOUSE LAWN - HELICOPTER - CONTINUOUS

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

  EXT. ROOFTOPS - LOS ANGELES - SAME

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

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

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

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

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

  EXT. HELIPORT - SAME

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

        SECRET SERVICEMAN
      (yelling over helicopter)
    Mrs. Whitmore!

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

  EXT. THE CAPITOL BUILDING - SAME

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

  EXT. WHITE HOUSE - SAME

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

  EXT. EMPIRE STATE BUILDING - SAME

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

  EXT. ANDREWS AIR FORCE BASE - SAME

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

  INT. AIR FORCE ONE - SAME

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

  EXT. ROOFTOP - LOS ANGELES - SAME

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

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

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

  EXT. EMPIRE STATE BUILDING -  SAME

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

  EXT. WHITE HOUSE LAWN -  SAME

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

  ANGLE - WHITE HOUSE

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

  EXT. ANDREWS - RUNWAY - AIR FORCE ONE - SAME

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

  THE CAPITOL BUILDING

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

  THE PENTAGON

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

  INT. AIR FORCE ONE - SAME

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

  EXT. ANDREWS - RUNWAY - AIR FORCE ONE

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

  WIDE ANGLES - WASHINGTON, D.C.

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

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

  EXT. PASADENA FREEWAY - SAME

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

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

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

  JASMINE'S POV - FREEWAY & DOWNTOWN

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

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

  Jasmine heads for the tunnel.

  ANGLE - FREEWAY

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

  ANGLE - OVERPASS - BRIDGES

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

  INT. TUNNEL - SAME

  Jasmine turns back from the tunnel entrance.

  JASMINE'S POV - WALL OF DESTRUCTION

  Ever nearing, only moments away.

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

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

        JASMINE
    Boomer, come.  Come boy!

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

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

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

  EXT. MANHATTAN - WIDE ANGLE - SAME

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

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

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

              SLOW DISSOLVE:

  INT. BRENNON TRAILER - PRE-DAWN

  A hand adjusts the trailer radio.

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

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

        TROY
    Guys, I don't feel so good.

        RUSSELL
    When was the last time you had
    your medicine?

        TROY
    Four days... five?

  Troy looks really sick.  Miguel is shocked.

        MIGUEL
    But I gave you some this morning.

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

  EXT. DESERT HIGHWAY - SAME

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

        RUSSELL
    Miguel?  Come take a look at this.

  Reluctantly Miguel leaves his brother's side.

  POV - RUSSELL AND MIGUEL

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

              CUT TO:

  INT. EL TORO - BRIEFING ROOM - MORNING

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

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

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

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

  Jimmy chuckles.  Watson is annoyed.

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

  Steve smiles confidently.

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

  Everyone chuckles, including Captain Watson.

  EXT. EL TORO MARINE CORPS AIR STATION - MOMENTS LATER

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

  TARMAC - OVERHEAD SHOT

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

  ENGINE BLAST

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

  INT. AIR FORCE ONE - SAME

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

        CONSTANCE
    You saved a lot of lives.

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

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

        PRESIDENT
    Any news on my wife?

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

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

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

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

  COMMAND CENTER - AIR FORCE ONE

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

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

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

        PRESIDENT
    Where are they?

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

  EXT. BLUE SKIES - TACTICAL FIGHTERS - SAME

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

  INT. STEVE'S FIGHTER - SAME

  Steve pulls a long cigar out of his breast pocket.

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

  INT. JIMMY'S FIGHTER - SAME

  Jimmy pulls his cigar out.  Examines it.

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

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

        JIMMY
    I hear you.

  INT. AIR FORCE ONE - PASSENGER SECTION - SAME

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

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

        DAVID
    Moishe, please, don't talk.

  Moishe pats his belly.

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

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

        MOISHE
    What I say?

  Constance comes over, sits next to Moishe.

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

        MOISHE
    Think nothing of it, Spanky.

  Constance smiles, corrects him.

        CONSTANCE
    Spunky.  He told you about that?

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

        CONSTANCE
      (sadly)
    Love was never our problem.

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

  EXT. SKIES - SAME

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

  INT. STEVE'S FIGHTER - SAME

  Steve looks down, becomes worried.

        STEVE
    I shouldn't have left her.

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

  Steve nods absently.

        STEVE
    Let's lock and load.

  INT. AIR FORCE ONE - SAME

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

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

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

        GENERAL GREY
    Fire at will.

  EXT. STEVE'S FIGHTER - SAME

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

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

  EXT. ALIEN SHIP - SECONDS LATER

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

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

  INT. STEVE'S FIGHTER - SAME

        STEVE
    Damn it!

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

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

  EXT. SKIES - SAME

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

  STEVE'S GROUP

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

  PACK OF AIM-9 SIDEWINDER MISSILES

  They reach the same quarter-mile proximity and EXPLODE.

  INT. STEVE'S FIGHTER - SAME

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

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

  EXT. SKIES - SAME

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

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

        STEVE
      (filtered)
    Evasive maneuvers!  Check Six!

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

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

  HEADS UP DISPLAY - HUD

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

        JIMMY
      (filtered)
    Got you covered, Stevie.

  Jimmy FIRES, another AIM-9 Sidewinder TAKES OFF.

  ALIEN ATTACKER

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

        JIMMY
      Shit!  They've got shield too.

  STEVE'S FIGHTER

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

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

        STEVE
    Jimmy, roll right.  I'll cover.

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

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

  INT. AIR FORCE ONE - SAME

  Fighter after fighter begin to disappear from the display
  screens.

        CONSTANCE
    We're losing them.

        PRESIDENT
    Then get them out of there.

  Suddenly one of the large radar display maps FIZZLES OUT.

        TECHNICIAN
    We've lost the satellite.

  Before he can adjust, another monitor FIZZLES AWAY.

  EXT. LOS ANGELES - SAME

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

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

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

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

  Two Attackers spot them and follow in hot pursuit.

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

        STEVE
    Jimmy, kick it!  They're gaining.

        JIMMY
    We're already over Mach 2!

        STEVE
    So push it!

  Readouts show the  planes flying beyond measurement.

  INT. JIMMY'S FIGHTER - SAME

  As the  planes accelerate, Jimmy fights to remain conscious.

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

        STEVE
    Jimmy, stay with me.

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

        STEVE
    JIMMY!

  ALIEN ATTACKERS

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

  JIMMY'S FIGHTER

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

        STEVE
    No!!!!

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

              CUT TO:

  INT. EL TORO - AIR TOWER - SAME

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

        OPERATOR
    We have incoming.

        WATSON
    Friendly?

        OPERATOR
    I don't think so.

  Watson hits an alarm which ROARS.

  EXT. EL TORO - TARMAC - SECOND LATER

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

  INT. TOWER - SAME

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

  WIDE ANGLE - EL TORO

  The entire base goes up in flames.

              CUT TO:

  EXT. SKIES - FIGHTER & ATTACKER - SAME

  Steve looks down over the side of his fighter.

  STEVE'S POV - THE GRAND CANYON - SAME

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

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

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

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

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

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

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

  FUEL GAUGE - RUNNING LOW

  Near empty.  Frustrated, Steve gets pissed.

        STEVE
    Damn it!

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

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

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

  Stave SAILS UPWARDS into the air.

  The Fighter CRASHES into the canyon wall.

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

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

  The parachute on Steve's ejection seat pops OPEN.

  EXT. TOP OF CANYON - CONTINUOUS

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

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

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

  With all his might, Steve YANKS the door OPEN.

  AN ALIEN

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

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

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

        STEVE
    Now that's a close encounter.

              CUT TO:

  INT. TUNNEL - PASADENA FREEWAY - ALCOVE - SAME

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

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

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

  EXT. GARAGE DOORS - SECONDS LATER

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

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

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

        DYLAN
    Mommy, what happened?

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

              CUT TO:

  EXT. DESERT - REFUGEE TRAILER CAMP - DAY

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

  INT. BRENNON TRAILER - SAME

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

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

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

        ALICIA
    You're going to be fine.

  Miguel comes rushing in, pulls Russell aside.

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

        RUSSELL
    We should leave too.

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

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

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

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

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

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

        PHILIP
    Cool.

  Alicia nods, smitten.  Philip smiles charmingly and leaves.

              CUT TO:

  INT. AIR FORCE ONE - SAME

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

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

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

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

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

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

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

        PRESIDENT
    Above American soil?

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

  The Technician returns, his face is white with fear.

        GENERAL GREY
    What's the latest from NORAD?

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

        NIMZIKI
    That's impossible...

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

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

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

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

        CONSTANCE
    David, don't...

  David pushes past her.

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

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

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

        CONSTANCE
      (overlapping)
    David, please...

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

        NIMZIKI
      (interrupting)
    Sit down and shut up!

  Suddenly Moishe is on his feet, interrupting.

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

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

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

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

        DAVID
      (embarrassed)
    Dad, please...

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

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

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

  Chief of Staff Nimziki suddenly clears his throat.

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

  The President and General Grey turn to Nimziki, shocked.

  SMASHED AND BURNED OUT CARS

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

  EXT. HIGHWAY - CITY LIMITS - SAME

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

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

  INT. MAINTENANCE TRUCK - SAME

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

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

  Jasmine pulls up along side him.

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

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

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

  OVERTURNED MILITARY HELICOPTER

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

        JASMINE
    Give me a hand.

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

        JASMINE
    Let's get her out of here.

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

        TEDDY
    She's bleeding pretty bad.

  Suddenly we HEAR the CLICKING of a rifle COCKING.

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

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

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

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

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

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

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

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

        REDNECK
    Back off.  This ain't your
    business.

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

        TALL MAN
    You cannot go against the word,
    brother.

        REDNECK
    Sure I can.

  The Redneck SHOOTS the Tall Man.  His buddies laugh.

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

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

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

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

  She FIRES the rifle.  Quickly the rednecks scamper away.

            CUT TO:

  EXT. DRY LAKE - DESERT - LATER

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

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

  STEVE'S POV - THE TRAILER ARMADA

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

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

        MIGUEL
      (sarcastic)
    Need a lift?

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

  Confused, Miguel checks his map.

        MIGUEL
    It's not on the map.

        STEVE
    Trust me, it's there.

  EXT. AIR FORCE ONE - LATER

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

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

  EXT. RUNWAY - LATER

  Air Force One lands.  Wheels touch down, skid.

  INT. HANGAR - LATER

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

  INT. HALLWAY - CONTINUOUS

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

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

        NIMZIKI
    Two words, Mr. President.
    Plausible deniability.

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

  INT. RESEARCH FACILITIES - CONTINUOUS

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

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

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

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

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

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

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

        PRESIDENT
      (uncomfortable)
    Yes.

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

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

  INT. STORAGE LAB - CONTINUOUS

  The group steps inside and nearly gasps at...

  THE ALIEN ATTACKER

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

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

  Moishe leans close to David and Constance.

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

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

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

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

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

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

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

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

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

  INT. MEDICAL RESEARCH VAULT - MOMENTS LATER

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

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

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

  FORMALDEHYDE TANKS - ALIENS

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

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

  David cannot contain his fascination.  He steps forward.

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

        OKUN
    Some kind of extra sensory
    perception.  Telepathy.

        PRESIDENT
    Can they be killed?

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

  The President turns to David.

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

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

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

  EXT. SECURITY GATE - SAME

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

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

        STEVE
    You want to see my clearance?

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

  THE ALIEN CREATURE

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

  The armada quickly drives past.

  BLACKNESS

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

        OKUN
    See the gizmos flashing?

  REVERSE - INSIDE ALIEN CRAFT

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

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

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

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

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

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

  But David still stares at the small screens.

        DAVID
    Someone grab my laptop for me?

  One of the technicians rushes off as Okun leans close.

        OKUN
    Find something interesting?

        DAVID
    Maybe.

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

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

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

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

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

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

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

  INT. HALLWAY OFF MAIN HANGAR - AREA 51 - SAME

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

        OKUN
    How long has it been unconscious?

        RUSSELL
    Excuse me Doctor...

        STEVE
    Three hours.

        OKUN
    Get him into containment, stat.

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

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

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

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

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

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

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

              CUT TO:

  EXT. ROAD - MAINTENANCE TRUCK - NIGHT

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

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

  EXT. EL TORO MARINE CORPS AIR STATION - CONTINUOUS

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

              CUT TO:

  INT. AREA 51 COMMAND CENTER - NIGHT

  General Grey and Nimziki are in a heated argument.

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

        NIMZIKI
    It had been deemed classified.

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

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

        PRESIDENT
    Atlanta, Chicago and Philadelphia,
    destroyed?

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

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

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

  Grey sneaks an accusatory glare at Nimziki.

        PRESIDENT
    And our forces?

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

        PRESIDENT
    We're being exterminated.

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

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

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

        PRESIDENT
    Lieutenant, congratulations.

        STEVE
    Thank you, sir.

        PRESIDENT
    Where is the prisoner now?

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

        PRESIDENT
    I'd like to see him.

        MITCHELL
    Yes, sir.

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

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

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

  Steve is shattered, he had no idea.

              CUT TO:

  EXT. EL TORO BASE - NIGHT

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

        JASMINE
    These should last us a while.

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

        JASMINE
    Don't move.  Stay still.

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

        MARGARET
    Your son.

        JASMINE
    He's my angel.

        MARGARET
    Was his father stationed here?

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

  Jasmine becomes sad, remembering.  Margaret changes the
  subject.

        MARGARET
    So, what do yo do for a living?

        JASMINE
    I'm a dancer.

        MARGARET
    Really?  Ballet?

        JASMINE
      (laughs)
    No.  Exotic.

        MARGARET
    Oh.  Sorry.

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

  The bandages changed, Jasmine sits down next to Margaret.

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

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

  Dylan comes walking over.

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

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

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

              CUT TO:

  INT. CONTAINMENT LAB - NIGHT

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

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

        OKUN
    Everyone ready?

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

  THE ALIEN

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

        OKUN
    Do we have life support monitors
    recording?

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

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

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

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

        MED ASSIST #1
    You all right?

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

        MED ASSIST #2
    He's moving!

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

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

  THE ALIEN

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

  LOW ANGLE - THE ALIEN

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

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

  INT. HALLWAY - SAME

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

  INT. CONTAINMENT LAB - CONTINUOUS

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

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

        OKUN/ALIEN
    Release...me.

        MITCHELL
    Open the door.  Get him out of
    there.

  Suspicious, General Grey stops him.

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

        OKUN/ALIEN
    Will kill...release me.  Now!

  They follow the tentacles with their eyes, up to the ceiling
  of the containment tank.  Suddenly the alien LEAPS DOWN,
  startling them, landing before them behind the glass.

  We see he's holding Okun against the glass, speaking THROUGH
  HIM.  This is the first real good look we get at the this bizarre
  creature.  Everyone in the room is repulsed and compelled by
  it at the same time.

  EXT. AREA 51 - NIGHT

  Through the hundreds of campers and trailers parked outside,
  Steve runs past until he reaches the open tarmac.

  A transport helicopter sits on the edge of the landing area.
  Steve runs up to it and climbs inside.

  INT. TRANSPORT HELICOPTER - CONTINUOUS

  Steve quickly starts it engines, preparing to take off.  A
  SOLDIER rushes over to the cockpit.

        SOLIDER
      (yelling)
    What the hell are you doing?  Get
    out of there!

        STEVE
    I'm just going to borrow it.

  The Soldier pulls out his pistol, taking aim.

        SOLIDER
    No you're not, sir.

        STEVE
    You really want to shoot me?

  Steve stares the Soldier down.  Reluctantly he lowers his gun.

        SOLDIER
    Shit.  I'm gonna catch the hell for
    this.

  Steve smiles and gives him a quick salute then TAKES OFF.
  Quickly the bird RISES UP and darts off into the night.

  INT. MEDICAL LAB - SAME

  The President has moved closer to the glass and is talking
  with the alien.  The alien uses Okun like a ventriloquist's
  dummy.

        PRESIDENT
    Why did you people come here?

        OKUN/ALIEN
    Air...water...your "sun."

        PRESIDENT
    Where do your people come from?
      (no answer)
    Where is your home?

        OKUN/ALIEN
    Here...now.

        PRESIDENT
    And before here?

        OKUN/ALIEN
    Many worlds...

        PRESIDENT
    Can we negotiate a truce?  is
    there room for co-existance?
      (no answer)
    Can there be peace between us?

        OKUN/ALIEN
    Peace?  No peace.

        PRESIDENT
    What do you want us to do?

        OKUN/ALIEN
    Die.

  The Alien moves closer to the glass staring at the President.
  Suddenly the President clutches his head in pain.

        NIMZIKI
    Mr. President?

        OKUN/ALIEN
    We kill you...all.

  The pain becomes more severe and the President SCREAM OUT.
  There is general panic as people rush to the President's side.

        GENERAL GREY
      (to Mitchell)
    Is that glass bullet proof?

        MITCHELL
    No sir.

  The General draws his pistol.  Mitchell and the other military
  officers follow his lead.  Simultaneously they all begin to
  FIRE!

  The glass SHATTERS into a billion pieces.  The Alien is cut to
  ribbons, falling backwards.

  The President collapses.  So does Okun.  A STAFFER rushes over
  to Okun, checks his pulse.

        STAFFER
    He's dead.

  General Grey moves to the President who slowly recovers.

        GENERAL GREY
    Mr. President, are you okay?

  Woozily the President sits up, a strange look in his eye.

        PRESIDENT
    He wanted me to understand.  He
    communicated with me.
      (turning to Grey)
    They're like locusts.  They travel
    from planet to planet, their whole
    civilization.  After they've
    consumed every natural resource
    they move on.  And we're next.

  The President stands with a new resolve.  He stares at the
  dead alien on the floor.

        PRESIDENT
      (cold)
    Prepare a nuclear strike.

  INT. STORAGE LAB - MINUTES LATER

  The research staff are working near the recovered alien
  attacker.  Constance comes rushing in.  She looks around for
  David.  Through the glass of one of the offices she sees him.

  INT. OFFICES - CONTINUOUS

  Holding a bottle of Jack Daniels, David fishes through a small
  refrigerator as Constance enters.

        DAVID
    Just my luck, no ice.

        CONSTANCE
    I take it you've heard.

        DAVID
    A toast to the end of the world.

  David toasts her with the bottle, takes a swig.

        CONSTANCE
    He didn't come to this decision
    lightly.

  David nods, he doesn't want to argue.  He smiles cynically.

        DAVID
    You still believe in him.

        CONSTANCE
    He's a good man.

        DAVID
    Better be.  You left me for him.

        CONSTANCE
    I wanted a career.  Didn't you
    ever want to be part of something
    special?

  David stares daggers at her.

        DAVID
    I was part of something special.

  Constance realizes he means their marriage.  She's hurt him
  and can see it.  She turns and leaves.

              CUT TO:

  EXT. DARK SKIES - NIGHT

  A black shadow is vaguely seen in the dark night.  As we pass
  some moonlit clouds we recognize the shadow is, in fact, a B-2
  STEALTH BOMBER.

  As we WIDEN, we see that the bomber is part of a squadron of
  eight.  These mighty winged giants fly together in attack
  formation.

  INT. COMMAND CENTER - ARE 51 - SAME

  A tracking screen comes to life, eight blips flashing.

        TECHNICIAN #1
    We've got the AWAC on line.
    Signals coming in low.

  The President's group takes their position behind the
  technicians.

  EXT. BLACK SKIES - NIGHT

  The eight B-2 Stealth Bombers break formation, each heading
  off to their different target destinations.

  INT. COMMAND CENTER - SAME

  On a large map, we see the eight target destinations and the
  planes heading for them.

        PRESIDENT
    Who will we reach first?

        COMMANDER
    Houston, Texas.  Intercept ETA,
    six minutes and counting down.

        PRESIDENT
    Oh my God, Houston.

        GENERAL GREY
    The major cities have been
    deserted.  Civilian casualties
    should be at a minimum, sir.

  One map screen, ENLARGES, tracking the bomber on route to
  Houston.

  EXT. LIQUOR STORE - OUTSIDE HOUSTON - NIGHT

  Looters take all they can carry through the broken glass store
  front.  A large heavily armored TANK rolls up front.

  INT. ARMORED TANK - SAME

  Nervous military technicians work equipment as their TANK
  COMMANDER pulls down a periscope.

  TANK COMMANDER POV - SPACE SHIP OVER HOUSTON

  Through the periscopes cross-hairs we SEE downtown Houston,
  the City Destroyer space ships settling in above it.

  EXT. B-2 STEALTH BOMBER - SAME

  Silhouetted against the shimmering waters on the bay, they
  Stealth Bomber can be seen as it approaches Houston.

  INT. B-2 STEALTH BOMBER - COCKPIT - SAME

  The flight crew works their computers (similar readouts are
  seen at command center).  The Multi-Function Display (MFD)
  flashing before each crew member.

        PILOT
    We have laser targeting locked.

  INT. COMMAND CENTER - SAME


        TECHNICIAN #1
    Target is locked, sir.  Do you
    wish to deploy?

  Everyone turns to the President who does not answer.

        GENERAL GREY
    Mr. President, do you wish to
    deploy.

  Still there is no answer.
        NIMZIKI
    Mr. President?

        PRESIDENT
      (softly)
    Deploy.

  EXT. B-2 STEALTH BOMBER - WEAPONS BAY - SAME

  The bay doors open and a large Tactical Nuclear Cruise Missile
  drops down, flies parallel with the bomber as it adjusts its
  radar and laser tracking.  Suddenly it SHOOTS OFF.

  The bomber BANKS AWAY.

  INT. B-2 STEALTH BOMBER - SAME

  We see the horizon twisting away as we bank off from target.

        PILOT
    She's away.

  INT. COMMAND CENTER - SAME

  On the big map we see one FLASHING target line tracking the
  missile as it approaches Houston.

        PRESIDENT
      (to himself)
    May our children forgive us.

  INT. ARMORED TANK - OUTSIDE HOUSTON - NIGHT

  The Tank Commander readjusts the periscope.

  TANK COMMANDER POV - SPACE SHIP & B-2 STEALTH BOMBER

  We follow the Cruise Missile as it guides itself on a direct
  collision course with the space craft.

  INT. COMMAND CENTER - SAME

  The targeting map shows how close the missile is, nearly on
  top of the target.  Everyone in the room holds their breath.

  EXT. SPACE CRAFT - SAME

  The nuke speeds closer.  It HITS the protective shield and
  DETONATES.  A FLASH OF LIGHT.

  WIDE ANGLE - HOUSTON

  With the B-2 Stealth Bomber in the foreground, the city behind
  it vanishes in a FLASH OF LIGHT, blinding us.

  INT. COMMAND CENTER - SAME

  We can see the extent of the explosion on the targeting map,
  tracking it -- an expanding ring around Houston.

        NIMZIKI
      (excited)
    It's a hit!

  The others are still waiting.  The monitor shows the night
  vision picture of the growing MUSHROOM CLOUD rising above the
  city.

  EXT. HOUSTON - WIDE - SAME

  The MUSHROOM CLOUD engulfs the horizon.

  EXT. ARMORED TANK - SAME

  Rocked by the massive explosion, the shock wave ROCKS the
  armored tank but doesn't destroy it.

  INT. ARMORED TANK - SAME

  The men inside are KNOCKED around, hard from the explosion.

  INT. COMMAND CENTER - SAME

        NIMZIKI
    We got the bastards!

  General Grey shoots Nimziki a look.  The President holds up a
  hand, silencing the room.

        PRESIDENT
    Can they see it?  Did it destroy
    the target?

  TANK COMMANDER'S POV THROUGH PERISCOPE - SAME

  As the cloud begins to dissipate we see THE SPACE CRAFT IS
  STILL THERE, completely unharmed.

  INT. ARMORED TANK - SAME

        TANK COMMANDER
    Negative.  Target remains.

  INT. COMMAND CENTER - SAME

  On the monitors as well, we can see the target remain.  The
  air is let out of the room, everyone deflated.

        PRESIDENT
    Call them back.

        NIMZIKI
    The other bombers might have more
    luck.  We shouldn't just give
    up...

        PRESIDENT
    I said call them back.

  As the technicians call the bombers away, the President sinks
  into a depression.  His last hope of survival gone.

              CUT TO:

  EXT. EL TORO MARINE CORPS AIR STATION - NIGHT

  Jasmine keeps Margaret company as the rest sleep around the
  last flames of their campfire.  From the worried expression on
  Jasmine's face we can tell that Margaret has gotten worse, her
  wounds bleeding badly.

  A WIND kicks up, the sound of an ENGINE approaching.  Jasmine
  squints her eyes looking up into the wind when a BRIGHT LIGHT
  engulfs her.

  JASMINE'S POV - LIGHTS - NIGHT

  Bright lights in the sky growing nearer.  Slowly the others
  begin to wake up, frightened as the lights INTENSIFY.

  The others slowly begin to retreat but Jasmine stands, staring
  defiantly.  A smile creeps across her face as she sees that
  the lights belong to...

  TRANSPORT HELICOPTER

  The Transport Helicopter touches down and Steve leaps out,
  racing towards Jasmine.  Overwhelmed, Jasmine jumps into his
  arms.

        JASMINE
    You're late.

        STEVE
    You know how I like to make a big
    entrance.

  They kiss.

              CUT TO:

  INT. HALLWAY - NIGHT

  The double doors burst open as the President carrying his
  young daughter marches through.  Doctor ISAACS comes over to
  them.

        PRESIDENT
    How is she?

        ISAACS
    I'm sorry, Mr. President.  If only
    we could have gotten to her
    sooner.

  The President puts his daughter down as he sees...

  PRESIDENT'S POV - MARGARET

  Margaret lays in bed, doctors and nurses surrounding her.
  Patricia rushes over.

        ISAACS
    She's bleeding internally.
    There's nothing else we can do.

  Stunned, the President watches as Patricia hugs her mother.

        MARGARET
    Hiya Munchkin.

        PATRICIA
    Mommy, we were worried.  We didn't
    know where you were.

        MARGARET
    I'm right here, baby.

  Recovering, the President nods for the doctors to leave the
  room.  As they begin to march out, he makes his way over to
  his wife and daughter.

        PRESIDENT
    Honey, why don't you wait outside
    so Mommy can get some rest.

  Patricia kisses her mother, says goodbye and leaves.  Out of
  sight, Margaret winces, fading away.  The President grabs her
  hand for support.  She squeezes tightly.

        MARGARET
      (through tears)
    I'm scared, Tom.

        PRESIDENT
    It's okay.  The doctors said
    you're going to be just fine.

  Margaret smiles at the man she knows all too well.

        MARGARET
    Liar.

  The look between them says more than any words.

  INT. HALLWAY - OUTSIDE MARGARET'S ROOM - LATER

  The President exits the room, overcome with emotion.
  Constance, the doctors and some medical crew move to comfort
  him.  He holds them off with a gesture.

  He looks up and sees Jasmine, Steve and Dylan down the hall.
  He pushes through the crowd and makes his way over to them.

        JASMINE
    I'm so sorry.

        PRESIDENT
    I just wanted to thank you.
    You're a very brave woman.

  Across the hall, Patricia sits in a chair, waiting.  Whitmore
  walks over to her and kneels down next to his small child.

        PATRICIA
    Is Mommy sleeping now?

        PRESIDENT
    Yes, baby.  Mommy's sleeping.

              FADE OUT:

  A GARBAGE CAN

  Topples over with a BANG!  A foot steps in and starts kicking
  trash all over.

  EXT. AREA 51 - NIGHT

  David is drunkenly knocking everything over, making a gigantic
  mess.  Moishe comes up behind, restraining him.

        MOISHE
    David, David!  What the hell are
    you doing!?

        DAVID
    I'm making a mess.

        MOISHE
    This I can see.

        DAVID
    We've gotta burn the rain forest,
    Pops.  Dump toxic waste, pollute
    the air, rip up the ozone.  Maybe
    if we screw this planet up enough
    they won't want it anymore.

        MOISHE
    David, you're drunk.

  David slips, falls on his ass, hard.  Moishe helps him back up
  on his feet.

        MOISHE
    I think you better sleep this off.
    Go back inside before you catch a
    cold.

  Slowly David looks up towards Moishe, an idea.

        DAVID
    Pops, you're a genius!

        MOISHE
    What'd I say?

        DAVID
    A cold?  Of course.

  Sobered, David jumps kisses his father and bolts inside.

              CUT TO:

  INT. STORAGE LAB - DAY

  A large crowd has been gathered here at the lab.  General Grey
  and Nimziki walk up to Constance.

        NIMZIKI
    All right, Connie, we're here.
    What's this all about?

        CONSTANCE
    I really have no idea.  He just
    said to bring everyone down here.

  Steve shows Dylan the alien space craft.

        DYLAN
    Does that thing fly in outer
    space?

  Steve loos up at the craft admiringly.

        STEVE
    It certainly does.

  When the President enters a technician rushes over and knocks
  on the hatch door on the alien attacker.  The door swings open
  and David climbs down.

  Grabbing a coke can from the "recycle" trash bin, David places
  the empty can on top of the alien attacker.  David turns and
  faces the gathering.

        DAVID
    Could anyone please step back
    away from the craft?

  They do and David nods to a Technician inside the craft.  The
  Technician disappears inside, closing the door behind him.  A
  loud HUM emits from the craft.  David has to yell over it.

        DAVID
    Lt. Mitchell, would you mind
    drawing your pistol?

        MITCHELL
    What?

        DAVID
    From where you're standing, do you
    think you could shoot that can off
    the alien craft?

  Mitchell shrugs affirmatively.  David gestures for him to try.
  Taking aim, Mitchell SHOOTS.

  The bullet RICOCHETS off the attacker's protective shield.
  Several people in the crowd dock, afraid of being hit by the
  errant bullet.

        DAVID
    Sorry 'bout that.  You see, it's
    protected by the craft's shields.
    We can't penetrate their defenses.

        NIMZIKI
    We know that already.  What's your
    point?

  David walks over to his laptop, now connected directly to the
  craft by cables and starts typing furiously.

        DAVID
    My point is if we can't beat their
    defenses, then we must get around
    them.

  David stops typing and stares at his wrist watch, silently
  counting down.

        DAVID
    Lt. Mitchell, would you please try
    to shoot it again?

  Reluctantly Mitchell obliges.  This time the can is BLOWN OFF
  THE CRAFT.  Everyone in the room is shocked.  The Technician
  re-opens the craft's door and the loud HUM disappears.

        GENERAL GREY
    How did you do that?

        DAVID
    I gave it a cold.

  The President is fascinated, he steps closer.  Moishe beams
  proudly at his smart son.  Constance is amazed.

        DAVID (cont'd)
    More accurately, I gave it a
    virus.  A computer virus.

  David turns his laptop around for the President to see.

        GENERAL GREY
    Are you telling us you can send
    out a signal that will disable all
    their shields?

        DAVID
    Just as they used our satellites
    against us, we can use their own
    signal against them.

  David walks over to a diagram he's made showing the
  relationship between the Mother Ship, the Space Crafts and the
  smaller alien attackers.

        DAVID (cont'd)
    If we plant the virus directly
    into the mother ship, it would
    then filter down into all the
    corresponding ships below.

        NIMZIKI
    And just how do we infect the
    "Mother Ship" with a virus?

  David gestures to the alien attacker behind him.

        DAVID
    We'll have to fly their craft out
    of our atmosphere and dock with
    the mother ship.

  Intrigued Steve turns and looks back at the alien attacker,
  sizing it up.  David points to a satellite photo of the
  underbelly of the Mother Ship.

        DAVID (cont'd)
    We can enter here, upload the
    virus and set off an explosion
    that could disable it.  This would
    disorient the smaller ship below
    and buy you some time to take them
    out.

  Constance reacts, realizing David's participation in the plan.

        NIMZIKI
    This is ridiculous.

        GENERAL GREY
    How long would their shields be
    down?

        DAVID
    Once they discover the virus it
    could be a matter of minutes.

        NIMZIKI
    You want us to co-ordinate a
    massive world wide counter strike
    with a window of only a few
    minutes?

        GENERAL GREY
    With their shields down it might
    be possible.

        NIMZIKI
    Please, you're not buying into any
    of this nonsense, are you?  We
    don't have the manpower or the
    resources to launch that kind of a
    campaign.
      (gesturing to the alien
       ship)
    Not to mention that this whole
    cockamamie plan is dependent on a
    machine that no one in the world
    is qualified to operate.

        STEVE (O.S.)
    I wouldn't say that, sir.

  Everyone turns to Steve who steps through the crowd.

        STEVE
    I've seen them in action.  I've
    watched their maneuvers.  With
    your permission, sir, I'd like the
    opportunity to try.

        NIMZIKI
    That thing's a wreck.  It crash
    landed back in the fifties!  We
    don't even know if it's capable of
    flying.

  David turns to the Technicians.

        DAVID
    Remove the clamps!

  Technicians move to the large holding clamps on either side of
  the craft.  With a loud CLANK, the clamps are pulled away.

  For a moment the hulking craft TEETERS unevenly, but quickly
  stabilizes, FLOATING ABOVE THEM.

        DAVID
    Any other questions?

  Everyone stares at the floating ship with wonder.

        PRESIDENT
    Let's do it.

  INT. HALLWAY - MOMENTS LATER

  Constance, General Grey and the President are walking down the
  hall.  Nimziki rushes to catch up.

        NIMZIKI
    I understand that you're upset
    over the death of your wife but
    that's no excuse for making
    another fatal mistake...

  The President whirls, grabs Nimziki and SLAMS him against the
  wall.  Holding him tight, the President gets in his face.

        PRESIDENT
    The only mistake I made was
    appointing a sniveling little
    weasel like you Chief of Staff.

  Constance is about to intervene when General Grey stops her.

        PRESIDENT (cont'd)
    But this is a mistake, I am
    thankful to say, I do not have to
    live with.  Mr. Nimziki, you're
    fired.

  The President releases him and turns to General Grey.

        PRESIDENT (cont'd)
    Organize every plane you can find
    and get some Goddamned pilots
    to fly them.

        GENERAL GREY
    Yes, Sir.

  He storms off leaving everyone stunned.

        NIMZIKI
    He can't do that.

        CONSTANCE
      (amazed)
    He just did.

              CUT TO:

  INT. MILITARY TENT - CONTINUOUS

  Four BRITISH AIR PILOTS are gathered around a table going over
  a map.  One pilot, REGINALD, is in charge.

        REGINALD
    ...we've been told that there may
    be additional re-enforcement in
    hiding near the Golan Straights...

  Suddenly the flap to the tent opens.  All the pilots draw
  their pistols frightening the ARAB PILOT who stands in the
  doorway.  The Arab Pilot speaks quickly in Arabic.

        REGINALD
    What the hell's he saying?

        THOMSON
      (explaining)
    Seems they're getting a signal.
    One Morse code.

  EXT. DRY LAKE - SECONDS LATER

  As they step out of the tent we SEE more than a HUNDRED
  FIGHTERS PLANES from different nations parked around them.
  They've all gone into hiding out here in the desert, divided
  into many smaller camps.

  Reginald and Thomson follow their Arab cohort, walking through
  the many other campsites.  Thomson gets some stares from the
  IRAQI PILOTS.

        REGINALD
    I still get believe this.

        THOMSON
    The Iraqis don't appear altogether
    too pleased with this arrangement.

        REGINALD
    How do you think the Israelis
    feel?

  Sure enough a campsite of ISRAELI PILOTS sits very near by.

  ANGLE - ARABIAN AIR FORCE CAMP

  Dozens of Arab pilots are gathered around a large radio as the
  Morse code comes through.  Thomson quickly kneels down, taking
  notes.

        THOMSON
    It's from the Americans.  They
    want to organize a counter
    offensive.

        REGINALD
    It's about bloody time.  What do
    they plan to do?

  EXT. ICE PLATEAU - SIBERIA - DAY

  Several Russian Pilots are gathered around a radio, their
  dozen MIG FIGHTERS standing behind them.

        RUSSIAN #1
      (subtitled)
    They claims to be able to bring
    down their shields.

        RUSSIAN #2
    When do they want to attack?

  EXT. VOLCANO BASE - FUJI - DAY

  At the base of a large Volcano in Fuji, several Japanese
  attack helicopters stand near their pilots, gathered around a
  radio.

        JAPANESE PILOT
      (subtitled)
    The attack begins in thirteen
    hours.

              CUT TO:

  INT. AREA 51 - WAR ROOM - DAY

  A large world map has been constructed.  Several sites are
  marked with stickers reading: COMBAT READY.  Another sticker
  is put onto Mr. Fuji.

  Striding in, the President surveys the war room.  General Grey
  rushes over to meet him.

        PRESIDENT
    How're we doing?

        GENERAL GREY
    Better than we thought.

  General Grey leads the President over to the wall map.

        GENERAL GREY
    We have confirmed divisions of
    troops from different armies all
    around the world.  Most of Europe,
    the Middle East and Asia are
    battle ready.

        PRESIDENT
    And our troops here?

        GENERALE GREY
    We've been collecting planes from
    all over but...

        PRESIDENT
    But what, General?

        GENERAL GREY
    Pilots, sir.  We don't have enough
    people to get them in the air.

        PRESIDENT
    Then find them.

              CUT TO:

  INT. BRENNON TRAILER - NIGHT

  Troy is sleeping peacefully in his bed.  Russell sits at the
  kitchen table as Miguel enters.

        MIGUEL
    How' he doing?

        RUSSELL
    Just fell asleep.  He's gonna be
    just fine.  Join me in a little
    celebration?

  Russell holds up his bottle of Jack Daniels.  Clearly he's
  been drinking again.  Miguel is crestfallen.  Pissed he turns
  and storms out.

        RUSSELL
    Miguel.  Don't be mad.  Miguel!

  Drunkenly, Russell chases after him.

  INT. AREA 51 - REFUGEE CAMP - CONTINUOUS

  Making his way through the campers, Russell SEES a group of
  refugees around some MILITARY OFFICERS who addresses them.

        OFFICER
      (through megaphone)
    ...We're planning to launch a
    counter offensive...

  Russell wanders over towards them.

        OFFICER (cont'd)
    ...with our depleted manpower we
    must ask that anyone with any
    flight experience come forward.
    Military training is preferable
    but anyone who can fly a plane
    could be useful...

  Russell pushes his way through the crowd.

        RUSSELL
      (slurred)
    I can fly, I mean, I'm a pilot.

  The officer just stares at the bottle of Jack Daniels still in
  his hand.

        OFFICER
    Sorry, sir.

  Russell gets into his face, desperate.

        RUSSELL
    You don't understand.  I've gotta
    be part of this.  This is
    important to me.  They ruined my
    life.

        OFFICER
    Why don't you go somewhere and
    sleep it off.

  The Officers move on, taking a few volunteers with them.
  Russell watches them go, dejected.  Angrily, he throws the
  bottle of Jack, SMASHING it.

  INT. STORAGE LAB - NIGHT

  A large MISSILE slides back into a LAUNCHER that has been
  attached to the top of the alien attacker.  Some workers PAINT
  over the patch-work repairs.  Below, Mitchell briefs Steve and
  David.

        MITCHELL
    We've hid the launcher in the
    ship's manifold.

  Mitchell takes a small black box from a table near by.

        MITCHELL (cont'd)
    This will be attached to the ships
    main console.

        STEVE
    It's just like an AMRAAM launch
    pad on the stealths.

        MITCHELL
    Exactly.  Use it the same way.
    Only the nuke won't detonate on
    impact.  You'll have another
    thirty seconds to get as far away
    as you can.

        DAVID
    I'll see how they're doing with
    the radio transmitter.

        STEVE
      (checking his watch)
    Oh shit, we're late.

        DAVID
    We'll meet you there.

  Steve dashes off as David moves toward the attacker.
  Constance has been eavesdropping.  She walks to David.

        CONSTANCE
    Thirty seconds?  Isn't that
    cutting it a little too close?

        DAVID
    We'll be well on our way out of
    there before we shoot that thing
    off.

  David leans under the attacker where a TECHNICIAN is attaching
  another device.

        TECHNICIAN
    It's the strongest SHF transmitter
    we could get.  It'll tell us when
    you've uploaded the virus.

        DAVID
    Then cross your fingers the
    shields go down.

  David turns and walks away, Constance following.

        CONSTANCE
    With you?  I don't understand why
    you can't just show someone how to
    plant the virus, somebody trained
    for this kind of mission?

        DAVID
    If anything goes wrong I'll have
    to think quickly, adjust the
    signal, who knows?

  David stops, picking up a small trash can labelled "recycle."

        DAVID
      (smiling)
    You know how I'm always trying to
    save the planet.  This is my
    chance.

  David rushes off.  Constance watches him leave.

        CONSTANCE
      (to herself)
    Now he gets ambitious.

  INT. SMALL GATHERING HALL - SAME

  Jasmine is kneeling as Dylan tries to zip up the back of her
  dress.

        DYLAN
    It's too tight.

        JASMINE
    I had to borrow it.  I guess
    that's good enough.

  Jasmine stands, turns to Dylan.

        JASMINE
    How do I look?

  She looks great.  But Dylan only gives her the "so-so" hand
  gesture.

        JASMINE
    You're a lot of help.

  The door behind her flies open and Steve marches in.

        JASMINE
    You're late.

        STEVE
    You know me...

        JASMINE
    I know, you like to make a big
    entrance.

  Steve moves next to Jasmine, takes her hand.

        STEVE
    Before we do this, I want you to
    know I'm sorry.

        JASMINE
    Sorry for what?

        STEVE
      (serious)
    I should have done this a long
    long time ago.

        MALE VOICE (O.S.)
    Do you have the ring?

  As we REVERSE ANGLE we see that we are in a military CHAPEL, a
  large crucifix on the wall.  A CHAPLAIN stands by the altar.

        STEVE
    You bet.

  Steve pulls out the famous "dolphin" ring.

        CHAPLAIN
    Witnesses?

  Just then the doors open and David and Constance enter taking
  seats on opposing sides of the aisle.

        CHAPLAIN
    Then let's get this show on the
    road.

  Steve and Jasmine take their places at the altar.  Jasmine is
  radiant.  Dylan rushes up and joins them.

  As the ceremony begins, David and Constance share a pregnant
  glance.  Slowly they reach across the aisle and hold hands as
  Steve and Jasmine exchange their vows.

              CUT TO:

  HANGAR DOORS - PRE-DAWN

  Slowly spread apart revealing the myriad of different planes
  that have been gathered.  Pilots, flights crews and refugees
  prepare for the battle.

  EXT. AREA 51 - TARMAC - PRE-DAWN

  Walking out the President scans the motley collection of
  planes; old, new, high-tech, low-tech.

        GENERAL GREY
    Beggars can't be choosers, sir.

  Nodding in agreement, the President walks among the rank and
  file.  Slowly they turn their attention to the President.

        PRESIDENT
    Good morning.  In less than one
    hour planes from here and all
    around the world will launch the
    largest aerial battle in the
    history of mankind...
      (beat)
    Mankind.  The word has new meaning
    for all of us now.  We are
    reminded not of our petty
    differences but of our common
    interests.

  Constance, David and Moishe join the group, listening.  Even
  David is moved.

        PRESIDENT (cont'd)
    Perhaps it's fate that today, July
    the Fourth, we will once again
    fight for our freedom.  Not from
    tyranny, persecution or
    oppression.  But from
    annihilation.  We're fighting for
    our right to live, to exit.  From
    this day on, the fourth day of
    July will no longer be remembered
    as an American holiday but as the
    day that all of mankind declared
    we will not go quietly into the
    night.  We will not vanish without
    a fight.  We will live on.  We
    will survive.

  The crowd erupts into applause and cheers.  The President
  turns and walks over to an Officer holding a bundle of
  clothes.  General Grey confronts the President as he begins to
  disrobe.

        GENERAL GREY
    Mr. President, just what do you
    think you're doing?

        PRESIDENT
    I'm a pilot, Will.  This is where
    I belong.

  General Grey wants to argue but can't.

  INT. STORAGE LAB - SAME

  Constance and David embrace as Steve turns to Dylan.

        STEVE
    When I'm back we'll light those
    fireworks.

  Jasmine hugs them both as Moishe walks over to David.

        MOISHE
    David, take these.

  David looks down at the "barf bags" in Moishe's hand.

        DAVID
    Thanks, Pops.

        MOISHE
    I want you should know, I'm very
    proud of you, son.

  That means more to David than Moishe could have known.

        CONSTANCE
    Be careful.

  Constance hugs David as Steve suddenly freaks out.

        STEVE
    Damn it.  We can't go yet.  I
    gotta find some cigars.

  Steve is about to bolt when Moishe grabs him, retrieving two
  cigars from his coat pocket.

        MOISHE
    My last two.  With my blessings.

        STEVE
    You're a lifesaver.

  Steve grabs them and climbs inside.  David smiles awkwardly,
  then follows Steve.

  INT. ALIEN ATTACKER - CONTINUOUS

  The hatch shuts and David takes a seat next to Steve who hands
  him one of the cigars.

        STEVE
    Hang on to this.  For our victory
    dance.  But not 'til we hear the
    fat lady sing.

  Reluctantly David takes it.  As he does Steve notices the
  "barf bag" on David's lap.  Off Steve's look...

        DAVID
    I have a confession to make.  I'm
    not real big on flying.

        STEVE
    Great.

  INT. STORAGE LAB - SAME

  Constance and Jasmine join the others behind the observation
  glass outside the room as the Attacker prepares for lift off.

  Part of the ceiling suddenly PEELS AWAY, revealing an enormous
  SHAFT leading topside.

  INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

  Strapping in and securing their equipment, Steve grabs hold of
  the throttle.

        STEVE
    You ready?  Let' rock and roll.

  Steve pulls back on the throttle but the attacker swings
  BACKWARDS.

  INT. STORAGE LAB - SAME

  The Alien Attacker SMASHES BACKWARD into the rear of the lab.
  Moishe winces as the others react fearfully.

  INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

  Embarrassed, Steve adjusts the throttle.

        STEVE
    Oops.

  Like a stick shift diagram of a car, a small hand written
  "post it" card is pasted onto the dash.  Steve reaches over
  and turns it upside down, righting the problem.

        STEVE
    Let's try that again.

  This time he pushes the throttle forward and the Attacker
  JERKS ahead.

  INT. STORAGE LAB - CONTINUOUS

  Shooting up into the ceiling shaft above, the Attacker ZOOMS
  out of the underground laboratory.

  EXT. AREA 51 - SHAFT - SAME

  With a WHOOSH the Alien Attacker ZOOMS out of the underground
  shaft and SOARS into the sky.  Once high enough it goes into a
  wild barrel roll.

  INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

  Just as it comes out of the roll.

        DAVID
    What the hell are you doing?

        STEVE
    Just getting a feel for her.

  EXT. MORNING SKIES - CLOUD BANK - SAME

  The Attacker arcs upward and disappears into the clouds.

  EXT. AREA 51 - THE PRESIDENT'S PLANE - SAME

  The President watches the Attacker flying away.  His canopy
  locks down as he adjusts his helmet.

        PRESIDENT
    Grey, you read me?

        GENERAL GREY
      (filtered)
    Roger, Eagle One, our primary
    target has shifted course.

  INT. WAR ROOM - SAME

  General Grey is standing by the large map tracking the alien
  ships over the United States.

        PRESIDENT
      (filtered)
    Where's it headed?

        GENERAL GREY
    I think our secret is out.
    They're headed right for us.

  INT. PRESIDENT'S PLANE - SAME

        GENERAL GREY
      (filtered)
    ETA thirty six minutes.

  The President gets a determined look in his eye.  He FIRES UP
  his engine.  Following his lead, engines ignite, canopies lock
  down and planes taxi to position.

  EXT. UPPER ATMOSPHERE - ALIEN ATTACKER - SAME

  The captured alien attacker soars higher and higher.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  Slowly getting sick, David holds onto his "barf bag."

        STEVE
    You still with me?

  David nods sheepishly.  Steve's eyes go wide with wonder as
  the ship climbs to the edge of our atmosphere.

        STEVE
      (to himself)
    I've waited a long time for this.

  The ship begins to SHAKE, rattling harshly as it climbs.
  Through the window we SEE the blue sky EVAPORATE.  Slowly a
  field of STARS take its place.

  This is the moment Steve had wished for all his life.  He's
  not disappointed.  David, however, is not so thrilled.

  EXT. SPACE - STEVE AND DAVID'S ATTACKER - SAME

  Heading further into space, ZOOMING overhead.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  Through the windshield we see a huge OBJECT floating in
  the distance, the moon behind it.

        DAVID
    That's it.  Head straight for it.

  But Steve gets distracted, something wrong with the controls.

        STEVE
    Something's happening.  It's not
    responding.

  David looks over at his laptop, connected to the ship's on
  board computers.  Th signal is ADJUSTING.

        DAVID
      (thrilled)
    I was counting on that.  They're
    bringing us in.

  EXT. BLUE SKIES - MORNING

  The President's plane leads thirty fighters in attack
  formation.

        PRESIDENT
    We have visual.

  RESERVE ANGLE - ALIEN SPACE CRAFT

  The fifteen mile wide space craft peeks over a mountain range
  headed straight for us.

        GENERAL GREY
      (filtered)
    Do not engage until we've
    confirmed the package has been
    delivered.

        PRESIDENT
    Roger.

  INT. WAR ROOM - SAME

  Constance is standing by Lt. Mitchell behind the Military
  cadre coordinating the battle.

        CONSTANCE
    What if that thing gets here
    before we can plant the virus?

        MITCHELL
    The entire compound is buried deep
    within the mountain.  It should
    give us some protection.

        CONSTANCE
    But what about all the people
    outside?

  Mitchell shoots her a worried look.  Quickly they both dash
  outside.

  EXT. MOTHER SHIP - SAME

  Steve and David's attacker flies towards the gigantic Mother
  Ship.  Hundreds of other attackers flow in and out of the
  Mother Ship through the many triangular portals.  Steve and
  David's attacker's drawn into one of them.

  INT. PORTAL SHAFT - MOTHER SHIP - SAME

  Caught in a stream of attackers, they flow through the portal
  shaft leading into this planet sized space craft.  They pass
  by enormous windows revealing the HUNDREDS OF ALIENS working
  within the Mother Ship.

  We spill out of the shaft and into a gigantic cavity
  stretching out beyond visibility.  Enormous TOWERS are
  scattered throughout.

  INT. STEVE AND DAVID'S ATTACKER - CONTINUOUS

  Neither can believe their eyes.  Staring out the front window
  they SEES...

  STEVE AND DAVID'S POV ALIEN TROOP PARADE GROUND

  Below them THOUSANDS OF ALIENS can be seen as they are marched
  into dozens of enormous TROOP CONTAINERS docked at the edges
  of the parade grounds.

        DAVID
    Must be thousands of them.  What
    are they doing?

        STEVE
    Looks like they're preparing the
    invasion.

  INT. DOCKING STATIONS - MOTHER SHIP - CONTINUOUS

  They pass the parade ground and head into the middle of this
  huge cavernous sphere, closing in on the many LANDINGS.
  Hundreds of attackers are docked at each one.

  In the center of the Landing are large BAY WINDOWS, inside is
  a kind of control tower.  We can SEE several ALIEN WORKERS
  through the glass.  Steve and David's attacker is heading
  straight towards them.

        STEVE
    This won't work.  They'll see
    before we can do anything.

  Lifting up another hand written card labeled "window," David
  pushes the button underneath.

        DAVID
    These things are fully equipped.
    Reclining bucket seats, power
    windows...

  A BLAST SHIELD lowers covering the window.

  Slowly Steve and David's attacker lowers onto large docking
  CLAMPS which LOCK ON, holding it in place.

        DAVID
    We're in!

  David starts typing frantically.

  INT. WAR ROOM - SAME

  Mitchell turns from one of the consoles to General Grey.

        MITCHELL
    He's uploading the virus.

        GENERAL GREY
      (into mic)
    Eagle One...

  EXT. BLUE SKIES - SAME

  The Presidential attack squadron zeroing in on target.

        GENERAL GREY
      (filtered)
    ...the package is being delivered.
    Stand by to engage.

        PRESIDENT
    Roger.

  EXT. AREA 51 - BRENNON TRAILER - SAME

  Alicia struggles to drag out a large duffle bag.  Philip (the
  boy who brought the penicillin earlier) rushes over.

        PHILIP
    Let me get that.

  He grabs the bag for her.  Alicia smiles.  Miguel helps Troy
  down from the trailer.  As they rush away, Miguel turns to
  Philip.

        MIGUEL
    Where's Russell?

  ANGLE - HANGAR - ENTRANCE TO COMPOUND

  Constance, Jasmine and Mitchell are helping to usher the
  refugees into the compound.

        CONSTANCE
    Hurry, we've got to get everyone
    inside.

  Constance looks up and SEES off in the distance...

  THE ALIEN SPACE CRAFT

  Piercing the horizon, coming over the top of a distant
  mountain.  Headed this way.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  David finishes typing.  The screen on his laptop flashes:
  UPLOAD COMPLETE.

        DAVID
    The virus is in.  All we can do
    now is pray.

  EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

        GENERAL GREY
      (filtered)
    Delivery complete.  Engage.

        PRESIDENT
    Roger.

  The fighter jets GUN IT and overtake the smaller planes in
  front of them.

  Below the President's plane the weapons bay door opens and a
  long range AMRAAM Missile DROPS DOWN, computes its target and
  DARTS OFF.

  INT. WAR ROOM - SAME

  Mitchell and General Grey move over to a monitor showing
  visual from the Present's Plane.  They SEE the missile
  moving towards target.

        GENERAL GREY
    Keep your fingers crossed.

  EXT. AMERICAN FIGHTERS - SAME

  The pilots watch nervously as the missile nears its target.

        PRESIDENT
    Come on, baby.

  ANGLE - AMRAAM MISSILE

  Just as it gets to the shield perimeter, the missile EXPLODES.
  The shields are still up.

  INT. WAR ROOM - SAME

  They watch the missile blow up harmlessly.  Deflated, General
  Grey grabs his mic.

        GENERAL GREY
    It didn't work.  Disengage.  Sir,
    get your people out of there.

  EXT. PRESIDENT'S PLANE - SAME

  The President is not ready to give up.

        PRESIDENT
    Not yet!

  Below his plane another MISSILE drops down, and DARTS OFF.

  ANGLE - MISSILE

  This one goes past the point of the previous explosion.  It
  moves in closer and closer.  Suddenly it HITS THE SIDE OF THE
  SHIP.  A HUGE EXPLOSION, rips off a part of the side of this
  immense ship.

  INT. WAR ROOM - SAME

  We SEE the explosion on the monitor.  Everyone in the room
  CHEERS.

        GENERAL GREY
    You did it!  A direct hit!

  EXT. BLUE SKIES - AMERICAN FIGHTERS - SAME

  The pilots are thrilled.

        PRESIDENT
    We're going in!  Squadron leaders,
    take point.

  The fighters break off into six group of five.  One by one,
  each fighter DROPS A MISSILE.  We follow DOZENS OF MISSILES on
  their way to the space craft.

  ANGLE - SPACE CRAFT

  The Attacker Bay doors open and DOZENS OF ALIEN ATTACKERS
  shoot out.  Spreading wide.

  Guided missiles EXPLODES as they hit the City Destroyer,
  damaging the outer hull.  The Attackers go after the American
  fighters.  The six groups split wide.  An aerial dog fight
  ensues.

  EXT. AREA 51 - REFUGEE CAMP - SAME

  Miguel searches for Russell as the refugees run for the
  hangar.

        MIGUEL
    Russell!

  Miguel gets swept up in the tide.  As the last of them enter
  the hangar, TWO ALIEN ATTACKERS arrive behind them, STRAFING
  the ground.  The rows of trailers homes EXPLODE one after
  another.

  ANGLE - ELEVATOR HALLWAY - BACK OF HANGAR

  Constance ushers the crowd into the elevator hallway.  Packed
  into the hallway together, they are panicked at the sound of
  the nearby explosions.  As the last one is safely inside,
  Constance turns back and SEES...

  CONSTANCE'S POV - HANGAR AND ATTACKERS

  The attackers FIRE and the front half of the hangar EXPLODES.
  Constance is KNOCKED back against the wall.  She activates the
  elevator and the room begins to SINK.

  As the hallway submerges, the entire hangar comes CRASHING
  DOWN behind them.

  INT. WAR ROOM - SAME

  Over monitors the General observes the aerial battle.  This
  room, too, ROCKS from the explosions.  The monitors FLICKER.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  Steve struggles with the controls but is getting no where.

        DAVID
    Get us out of here!

        STEVE
    I can't shake her free.

  EXT. STEVE AND DAVID'S ATTACKER - SAME

  Though the attacker guns its engine, the CLAMPS below HOLD
  TIGHT.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  David moves over to the computer to see if he can help.
  Suddenly the large window slowly begins to DROP DOWN.

        STEVE
    What're you doing?

        DAVID
    It's not me.  They're overriding
    the system.

  The blast shield continues to peel away.  David and Steve drop
  down below the dash, hiding from view.  As the view becomes
  unobstructed we SEE...

  POV - THROUGH WINDOW - THE LANDING

  Several Alien's looking across at us from the large bay
  window of the Landing's control tower.

        STEVE
    Damn!

  David leans from his hiding position and SEES several other
  alien attackers are moving in on them.  They are surrounded.

        DAVID
    Check and mate.

  INT. AREA 51 - RESEARCH FACILITY - SAME

  Like images from England during the blitzkrieg, the refugees
  are huddled on the floor, the lights FLICKERING and the muted
  sounds of distant EXPLOSIONS.  Miguel moves through the
  refugees, searching for Russell.

  A Yarmulke is unfolded.  As it is lifted we realize Moishe is
  putting it on.  He holds the hands with the people around him
  and begins to pray.  Nimziki moves next to Moishe.  Moishe
  takes his hand.

        NIMZIKI
    I'm not Jewish.

        MOISHE
    It's okay.

  ANGLE - PHILIP AND ALICIA

  As another bomb rocks the room, Alicia moves closer to Philip.

        ALICIA
    This could be our last night on
    Earth.  I don't want to die a
    virgin.

        PHILIP
    If we do, we'll both die virgins.
    But at last we'll be together.

  Alicia smiles, a nice guy at last.

  EXT. AREA 51 - SPACE SHIP - SAME

  The City Destroyer space ship is settling just above the
  compound as the American fighters circle it, chased by the
  attackers.  Below the SCHISM begins to open!

  INT. WAR ROOM - SAME

  In all the commotion, no one notices as Miguel sneaks inside.

        OFFICER
    We're running out of missiles,
    Sir.  We're just not causing
    enough damage.

  EXT. PRESIDENT'S PLANE - SAME

        GENERAL GREY
      (filtered)
    They're getting ready to fire the
    big gun.  You're going to have to
    find a vulnerable spot, fast.

        PRESIDENT
    I've got an idea.  Keep 'em off my
    tail.

  Taking the advice, the President DIVES.  He's met by two
  flanking Fighters (EAGLES 9 & 2) as they cruise the underbelly
  of the City Destroyer.  Sure enough, the SCHISM is opening,
  preparing to fire the WALL OF DESTRUCTION.

        PRESIDENT
    Let's take 'em out before they
    take us out.

  The President locks the SCHISM hatchway into the center of his
  HUD (heads up display).  Just as he FIRES, Eagle 9 is BLOWN
  OUT OF THE SKY.  It rocks the President, sending his missile
  off target.

  Off balance, the missile hits just wide of the hatchway and
  EXPLODES, rocking the entire ship.

        PRESIDENT
    I'm out of missiles!  Eagle 2?

        EAGLE #2 PILOT
    I'm on it.

  But before he can target, his fighter EXPLODES.

  INT. HALLWAY - SAME

  The lights continue to flicker.  Jasmine grabs onto Dylan and
  Patricia, holding them tight.

  INT. WAR ROOM - CONTINUOUS

  On the monitor we SEE the SCHISM, and BRIGHT LIGHTS as several
  fighters fly past.

        GENERAL GREY
    We're out of time.  Get out of
    there!  Get as far away as you
    can.

  EXT. PRESIDENT'S FIGHTER - SAME

  Pissed, the President refuses to give up.

        PRESIDENT
    Doesn't anyone have any damned
    missiles left?!

        RUSSELL (O.S.)
    Sorry I'm late, Mr. President.

  The President spins and SEES darting out of the clouds...

  RUSSELL'S OLD BI-PLANE

  Russell ZOOMS past the President and alien attackers, barely
  missing their FIRE.

        PRESIDENT
      (filtered)
    Who is that?  What are you doing?

        RUSSELL
      (into mic)
    It's okay, Sir.  I'm packin'.

  We SEE he has a large MISSILES propped up in the seat behind
  him.  A light on it flashes ARMED.

  INT. WAR ROOM - SAME

        RUSSELL
      (filtered)
    Just keep those guys off me for a
    few more seconds.

  Hearing his voice, Miguel is shocked.  He moves closer towards
  the monitors.

  EXT. CITY DESTROYER - SAME

  The remaining fighters lay down COVER FIRE for Russell's old
  bi-wing.  Russell heads directly TOWARDS THE SCHISM.

  INT. WAR ROOM - SAME

  Everyone is gripped to the screen as we see it get closer and
  closer to the closing bay doors.  Miguel is aghast.

        RUSSELL
      (filtered)
    Do me one favor...

        OFFICER
    Who is that guy?

        MIGUEL
    Russell!

  Miguel races over to the microphone, attempts to grab it.

        RUSSELL
      (filtered)
    ...tell my children I love them
    very much.

  EXT. CITY DESTROYER - SCHISM - SAME

  Russell nears the SCHISM, a hail of alien firepower erupting
  around him.

        MIGUEL
      (filtered)
    Dad!  No!

  Russell smiles at b being called "Dad."

        RUSSELL
    I've got to, kid.  You were always
    better at taking care of them than
    I was anyways.

  Russell turns off his radio as he banks UPWARD towards the
  open SCHISM.  The climb is steep, and the bi-wing nearly
  stalls out.

  Suddenly the bright lights VANISH and the beam begins to form.

  Russell's bi-wing just makes it INSIDE THE OPEN SCHISM and
  disappears from view.

  The President and remaining fighters BANK AWAY, clearing.

  Suddenly, A GIGANTIC EXPLOSION, RIPS THROUGH THE CENTER OF THE
  SPACE CRAFT.  It's causing a CHAIN REACTION of explosion.

  Teetering, the entire space ship, turns away out of control.

  INT. WAR ROOM - SAME

  The room erupts in CHEERS.  Everyone, that is, except Miguel.

  EXT. MOUNTAIN RANGE - SAME

  Not far away from Area 51, the enormous craft is burning from
  the center outwards.  Suddenly it DROPS and COLLIDES with the
  mountain range, EXPLODING ON IMPACT.

  INT. WAR ROOM - SAME

  Intercepting the celebration, General Grey moves over to a
  radio technician.

        GENERAL GREY
    Let's get on the wire.  Tell every
    squadron around the world how to
    shoot those fuckers down.

  INT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

  Sitting below the dash, Steve takes out the cigars, hands one
  to David.

        STEVE
    I guess there's nothing left to
    do.  Let's nuke 'em.

  David realizes they're both about to die.  He stares at the
  cigar.

        DAVID
      (re: cigar)
    Funny, I always thought things
    like these would kill me.

  They share a quick sober laugh.

        STEVE
    Nice meeting you.

        DAVID
    You as well.

  Steve lights his cigar, then lights David's.

        STEVE
    Ready?

  EXT. STEVE AND DAVID'S ALIEN ATTACKER - SAME

  Popping up from behind the dash, cigars in their mouths, Steve
  and David start waving "good-bye" like idiots.

  The Aliens in the tower don't know how to react.  The
  attackers move in for the kill.

  INT. STEVE AND DAVID'S ATTACKER - SAME

        STEVE
    Think they know what's coming?

  He reaches down to the black box we saw before and enters the
  launch code.

        DAVID
      (still waving)
    Not a chance in hell.

  EXT. STEVE AND DAVID'S ATTACKER - SAME

  Suddenly the missile ERUPTS from behind the manifold and
  BLASTS into the control tower, SHATTERING THE GLASS WINDOW.

  INT. CONTROL ROOM - CONTINUOUS

  The missile SMASHES through the glass.  The atmosphere
  impeached, the aliens quickly succumb to the elements, chocking
  and dying.

  The missile BLASTS by WRECKING equipment until it LODGES into
  the back wall of the Landing tower.

  A small counter on the missile begins to count down 30:00,
  29:00, 28:00...

  EXT. DOCKING CLAMPS - SAME

  Rocked from the explosions, the docking clamps RELEASES and the
  ships jostles free.

  INT. STEVE AND DAVID'S ATTACKER - SAME

  Steve grabs the controls.

        STEVE
    We're loose!

        DAVID
    Doesn't matter.  Game's over.

        STEVE
    I don't hear no fat lady.

  Steve THROTTLES IT.  The craft JOLTS AWAY.

  EXT. DOCKING STATION - SAME

  Steve and David's attacker BLAST away, the other alien
  attackers follow in hot pursuit.

  The attackers FIRE.  Steve SWERVES avoiding the blasts as they
  race for the exit.

  INT. LANDING - CONTROL TOWER - SAME

  Grasping for breath, a dying Alien looks up at the wedged in
  nuclear missile.  The counter reads: 00:04, 00:03, 00:02.

  We get the feeling the Alien knows what's coming.

  INT. DOCKING BAY - SAME

  Steve and David's attacker just reaches the doorway as the
  center of the landing EXPLODES behind them.

  The enormous impact, rocks some of the lagging attackers off
  track.

  EXT. MOTHER SHIP - SAME

  Steve DARTS his attacker out from underneath the Mother Ship's
  belly.  A group of attackers FOLLOW.

  Just as the last of them exit the docking bay, a HUGE FIREBALL
  erupts behind them ripping through the Mother Ship.

  ANGLE - FARTHER AWAY

  ZOOMING towards us, Steve guides his ship away.  The Alien
  attackers in hot pursuit.  Behind them we SEE the ENTIRE
  MOTHER SHIP EXPLODE.

  The immense EXPLOSION GROWS OUTWARDS coming right at us.  The
  ATTACKERS are GOBBLED UP as the EXPLOSION WIDENS.  Quickly the
  explosion gains ground on Steve and David.

  ANGLE - STEVE AND DAVID'S SHIP

  Like a loose board caught in the surf, Steve and David's ship
  rides the edge of the explosion, getting knocked END OVER END.

  INT. STEVE AND DAVID'S ATTACKER

  Tumbling ass over tea kettle, David and Steve are ROCKED in
  their seats.  Steve battles to regain control of the ship.

  EXT. STEVE AND DAVID'S SHIP

  The mammoth fireball reaches the outer edge of its zenith.
  Steve and David's ship is SPIT OUT, tumbling down towards
  EARTH.

  EXT. AREA 51 - TARMAC - SAME

  The fighters are returning home.  Crowd RACE out of the ruins
  of the smoldering compound to greet them, cheering their
  arrival.

  THE PRESIDENT'S PLANE

  The President is climbing out as General Grey rushes to his
  aid.  Behind him, Jasmine leads Dylan and Patricia, who breaks
  free and RUSHES to her father.  The President sweeps her up in
  his arms as Jasmine approaches.

        JASMINE
      (to General Grey)
    Any word from Steve?

  Behind her, Constance rushes over, the same thing on her mind.
  Before he can answer they HEAR a ROAR above.  They all become
  silent as they turn and look to the skies.

  ANGLE - BLUE SKIES - FIREBALL

  The FIREBALL COMET is rapidly shooting down towards us.
  Suddenly BURSTING OUT OF THE FLAMES, Steve and David's ship
  DARTS DOWN.

  Just over the heads of the cheering crowds, Steve and David's
  ship ZOOMS overhead, disappearing out of sight.

  EXT. DRY LAKE - DESERT - MINUTES LATER

  Several army JEEPS race across the arid desert floor.  As they
  WHIP past we see they are headed towards a gigantic BLACK
  PLUME OF SMOKE in the distance.

  ANGLE PLUME OF SMOKE

  The Jeeps SKID to a halt.  Jasmine and Constance are the first
  to leap off the Jeeps.

  Steve and David walk towards us, cigars in their mouths.
  Jasmine races over to him.

        JASMINE
    You scared the hell out of me.

        STEVE
    Yeah, but what an entrance!

        JASMINE
    Dick-weed.

        STEVE
    Butt-munch.

  Constance comes running up to David, hugs him tightly.

        CONSTANCE
    Are you all right?

        DAVID
    Did it work?

        CONSTANCE
    You bet it did.

  She hugs him.  They kiss.

  ANGLE - STEVE AND JASMINE

  Behind them Dylan, Patricia, the President and General Grey
  come walking over.  The President and General Grey approach.

        PRESIDENT
    We're getting reports from all
    over.  Their ships are going down!

  As they begin to celebrate, they look up to the sky.

  GROUP POV - BRILLIANT LIGHTS IN THE SKIES

  The debris from the Mother Ship explosion enters the
  atmosphere like thousands of SHOOTING STARS.  It's an
  incredible sight.

  The group stares happily at the show in the sky.  Steve takes
  Dylan by the hand.

        STEVE
    Didn't I promise you fireworks?

  Everyone stares in wonder at the beautiful lights.

          THE END

  --------------------------------------------------------------