#charlie: i fried the lemons too | Explore Tumblr posts and blogs

sid-meier · 3 years ago

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AMERICAN PSYCHO by Mary Harron and Guinevere Turner Based on the novel by Bret Easton Ellis Fourth Draft November 1998 INT. PASTELS RESTAURANT- NIGHT An insanely expensive restaurant on the Upper East Side. The decor is a mixture of chi-chi and rustic, with swagged silk curtains, handwritten menus and pale pink tablecloths decorated with arrangements of moss, twigs and hideous exotic flowers. The clientele is young, wealthy and confident, dressed in the height of late-eighties style: pouffy Lacroix dresses, slinky Alaïa, Armani power suits. CLOSE-UP on a WAITER reading out the specials. WAITER With goat cheese profiteroles and I also have an arugula Caesar salad. For entrées tonight I have a swordfish meatloaf with onion marmalade, a rare-roasted partridge breast in raspberry coulis with a sorrel timbale... Huge white porcelain plates descend on very pale pink linen table cloths. Each of the entrees is a rectangle about four inches square and look exactly alike. CLOSE-UP on various diners as we hear fragments of conversation. "Is that Charlie Sheen over there?" "Excuse me? I ordered cactus pear sorbet." WAITER And grilled free-range rabbit with herbed French fries. Our pasta tonight is a squid ravioli in a lemon grass broth... CLOSE-UP on porcelain plates containing elaborate perpendicular desserts descending on another table. PATRICK BATEMAN, TIMOTHY PRICE, CRAIG MCDERMOTT and DAVID VAN PATTEN are at a table set for four. They are all wearing expensively cut suits and suspenders and have slicked-back hair. Van Patten wears horn-rimmed glasses. The camera moves in on Bateman as his narration begins: BATEMAN (V.O.) We're sitting in Pastels, this nouvelle Northern California place on the Upper East Side. The Waiter sets down plates containing tiny, elaborately decorated starters. As he does so we hear Bateman's description of each of the men at the table. BATEMAN (V.O.) You'll notice that my friends and I all look and behave in a remarkably similar fashion, but there are subtle differences between us. McDermott is the biggest asshole. Van Patten is the yes man. Price is the most wired. I'm the best looking. We all have light tans. Right now I'm in a bad mood because this is not a good table, and Van Patten keeps asking dumb, obvious questions about how to dress . VAN PATTEN What are the rules for a sweater vest? McDERMOTT What do you mean? PRICE Yes. Clarify. McDERMOTT Well, is it strictly informal- BATEMAN Or can it be worn with a suit? McDERMOTT (Smiling) Exactly BATEMAN With discreet pinstripes you should wear a subdued blue or charcoal gray vest. A plaid suit would cal I for a bolder vest. McDERMOTT But avoid matching the vest's pattern with your socks or tie. Wearing argyle socks with an argyle vest will look too studied. VAN PATTEN You think so? PRICE You'll look like you consciously worked for the look. VAN PATTEN Good point. Excuse me, gentlemen. Van Patten leaves the table. As he does so, a busboy discreetly removes their largely untouched plates. BATEMAN Van Patten looks puffy. Has he stopped working out? PRICE It looks that way, doesn't it? McDERMOTT (Staring at retreating waiter) Did he just take our plates away? PRICE He took them away because the portions are so small he probably thought we were finished. God, I hate this place. This is a chicks' restaurant. Why aren't we at Dorsia? McDERMOTT Because Bateman won't give the maitre d' head. (He guffaws) Bateman throws a swizzle stick at him. McDermott scans the room, settling on a handsome young man with slicked-back hair and horn-rimmed glasses. McDERMOTT Is that Reed Robinson over there? PRICE Are you freebasing or what? That's not Robinson. McDERMOTT Who is it then? PRICE That's Paul Owen. BATEMAN That's not Paul Owen. Paul Owen's on the other side of the room. Over there. He points to another handsome young man with slicked-back hair and horn-rimmed glasses. McDERMOTT Who is he with? PRICE (Distracted by the waitress's cleavage as she bends over to

uncork a bottle of wine – the waitress glares at him) Some weasel from Kicker Peabody. Van Patten returns. VAN PATTEN They don't have a good bathroom to do coke in. McDERMOTT Are you sure that's Paul Owen over there? PRICE Yes. McDufus, I am. McDERMOTT He's handling the Fisher account. PRICE Lucky bastard. McDERMOTT Lucky Jew bastard. BATEMAN Oh Jesus, McDermott, what does that have to do with anything? McDERMOTT Listen. I've seen the bastard sitting in his office on the phone with CEOs, spinning a fucking menorah. The bastard brought a Hanukkah bush into the office last December. BATEMAN You spin a dreidel, McDermott, not a menorah. You spin a dreidel. McDERMOTT Oh my God. Bateman, do you want me to fry you up some fucking potato pancakes? Some latkes? BATEMAN No. Just cool it with the anti-Semitic remarks. McDERMOTT Oh I forgot. Bateman's dating someone from the ACLU. Price leans over and pats Bateman on the back. PRICE The voice of reason. The boy next door. And speaking of reasonable... He shows McDermott the bill for the meal. McDERMOTT Only $470. VAN PATTEN (Without irony) Not bad. The others murmur agreement. Four platinum Amex cards slap down on the table. INT. LIMOUSINE - NIGHT Bateman is pouring vintage champagne into flutes. Price is lighting up a cigar. McDERMOTT Last week I picked up this Vassar chick- VAN PATTEN Oh God, I was there. I don't need to hear this story again. McDERMOTT But I never told you what happened afterwards. So okay, I pick up this Vassar chick at Tunnel-hot number, big tits, great legs, this chick was a little hardbody-and so I buy her a couple of champagne kirs and she's in the city on spring break and she's practically blowing me in the Chandelier Room and so I take her back to my place- BATEMAN Whoa, wait. May I ask where Pamela is during all this? McDERMOTT Oh fuck you. I want a blowjob, Bate-man. I want a chick who's gonna let me- VAN PATTEN (Putting his hands over his ears) I don't want to hear this. He's going to say something disgusting. McDERMOTT You prude. Listen, we're not gonna invest in a co-op together or jet down to Saint Bart's. I just want some chick whose face I can sit on for thirty, forty minutes. Price throws a cigar at McDermott, who catches it. McDERMOTT Anyway, so we're back at my place and listen to this. She's had enough champagne by now to get a fucking rhino tipsy, and get this- VAN PATTEN She let you fuck her without a condom? McDERMOTT This is a Vassar girl. She's not from Queens. She would only-are you ready? (Dramatic pause) She would only give me a handjob, and get this...she kept her glove on. The men sit in shocked, horrified silence. ALL IN UNISON Never date a Vassar girl. EXT. TUNNEL NIGHTCLUB - NIGHT The limo pulls up to the sidewalk outside the Tunnel. McDermott holds the door open for a passing HOMELESS MAN, who looks confused. McDERMOTT I suppose he doesn't want the car. Price, ask him if he takes American Express. PRICE (Offering card) You take Amex, dude? The man stumbles away. The club DOORMAN, seeing the limousine, unhooks the velvet rope and welcomes them inside. INT. LADIES ROOM, TUNNEL - NIGHT Brilliant white light, a bemused elderly female attendant in a black-and-white maid's uniform trying to give out paper towels. MUSIC thuds through an open doorway. Trashed-looking girls stare into mirrors repairing their eye make-up or sit on the counter chatting to friends. There are almost as many men as women in the room. Couples stand in line, twitching as they wait to do coke. As soon as one bathroom door opens, a couple lurches out rubbing their noses while another couple rushes past them and slams the door. PRICE There's this theory out now that if you can catch the AIDS virus through having sex with someone who is infected, then you can also catch anything-Alzheimer's, muscular dystrophy, hemophilia, leukemia, diabetes, dyslexia, for Christ's sake-you can get dyslexia from pussy- BATEMAN I'm not sure, guy, but I don't think

dyslexia is a virus. PRICE Oh, who knows? They don't know that. Prove it. Price and Bateman finally get a stall and rush in. Price is sweating. PRICE I'm shaking. You open it. Bateman opens a tiny packet of coke. PRICE Jeez. That's not a helluva lot, is it? BATEMAN Maybe it's just the light. PRICE Is he fucking selling it by the milligram? (He dips the corner of his Amex card in the packet and takes a snort) Oh my God... BATEMAN What? PRICE It's a fucking milligram of Sweet'n Low! Bateman dips his Amex in the envelope and snorts. BATEMAN It's definitely weak but I have a feeling if we do enough of it we'll be okay. PRICE I want to get high off this; Bateman, not sprinkle it on my fucking All-Bran. The GUY IN STALL next door yells at them in an effeminate voice: GUY IN STALL Could you keep it down, I'm trying to do drugs! Price pounds his fist against the stall. PRICE (screaming) SHUT UP! BATEMAN Calm down. Let's do it anyway PRICE I guess you're right... (Raising his voice) THAT IS, IF THE FAGGOT IN THE NEXT STALL THINKS IT'S OKAY! GUY IN STALL Fuck you! PRICE (Trying to climb up against the aluminum divider) No, FUCK YOU!! (He collapses, panting against the stall door) Sorry, dude. Steroids...Okay, let's do it. BATEMAN That's the spirit. They both dig their platinum Amex cards into the envelope of white powder, shoveling it up their noses, then sticking their fingers in to catch the residue and rubbing it into their gums. INT. NIGHTCLUB - NIGHT Bateman saunters toward the bar as "Pump Up the Volume" plays in the background. BATEMAN (to BARGIRL) Two Stoli on the rocks. He hands her two drink tickets. BARGIRL It's after eleven. Those aren't good anymore. It's a cash bar. That'll be twenty-five dollars. Bateman pulls out an expensive-looking wallet and hands her a $50. She turns her back and searches the cash register for change. BATEMAN You are a fucking ugly bitch I want to stab to death and then play around with your blood. The music muffles his voice. She turns around. He is smiling at her. She gives him his change impassively. INT. BATEMAN'S APARTMENT- MORNING Tableaux of Bateman's apartment in the early morning light. A huge white living room with floor-to-ceiling windows looking out over Manhattan, decorated in expensive, minimalist high style: bleached oak floors, a huge white sofa, a large Baselitz painting (hung upside down) and much expensive electronic equipment. The room is impeccably neat, and oddly impersonal - as if it had sprung straight from the pages of a design magazine. BATEMAN (V.0.) My name is Patrick Bateman. I am twenty-six years old. I live in the American Garden Buildings on West Eighty-First Street, on the eleventh floor Tom Cruise lives in the penthouse. Bateman walks into his bathroom, urinates while trying to see his reflection in a poster for Les Miserables above his toilet. BATEMAN (V.0.) I believe in taking care of myself, in a balanced diet, in a rigorous exercise routine. In the morning, if my face is a little puffy, I'll put on an ice pack while doing my stomach crunches. I can do a thousand now. Bateman ties a plastic ice pack around his face. Bateman does his morning stretching exercises in the living room wearing the ice pack. CUT TO: A mirror-lined bathroom. Bateman is luxuriating in the shower steam, scrubbing his body, admiring his muscles. BATEMAN (V.O.) After I remove the icepack, I use a deep pore-cleanser lotion. In the shower, I use a water-activated gel cleanser, then a honey-almond body scrub, and on the face an exfoliating gel scrub. Bateman stands in front of a massive marble sink applying a gel facial masque. BATEMAN (V.O.) Then I apply an herb mint facial masque which I leave on for ten minutes while I prepare the rest of my routine. Bateman opens the door of a mirrored cabinet, which is stocked with immaculate rows of skin care products. He begins selecting bottles jars and brushes, laying them in readiness on the marble counter. BATEMAN (V.O.) I always

use an after-shave lotion with little or no alcohol because alcohol dries your face out and makes you look older. Then moisturizer, then an anti-aging eye balm, followed by a final moisturizing "protective" lotion... Bateman stares into the mirror. The masque has dried, giving his face a strange distorted look as if it has been wrapped in plastic. He begins slowly peeling the gel masque off his face. BATEMAN (V.O.) There is an idea of a Patrick Bateman, some kind of abstraction, hut there is no real me, only an entity, something illusory, and though I can hide my cold gaze and you can shake my hand and feel flesh gripping you and maybe you can even sense our lifestyles are probably comparable: I simply am not there. INT. BATEMAN BEDROOM - MORNING Another huge white room, equally minimal: a futon, rumpled white sheets, a bedside lamp with a halogen bulb, and a large expensive painting (Eric Fischl or David Salle) chosen by Bateman's interior decorator. Dressed in silk boxer shorts, Bateman stands in front of a huge walk-in closet, filled with rows of expensive shirts, shoes and designer suits, organized according to color and tone. BATEMAN (V.O.) It is hard for me to make sense on any given level. My self is fabricated, an aberration. My personality is sketchy and unformed, my heartlessness goes deep and is persistent. Fully dressed in Armani, Bateman stands in front of a full-length mirror in the middle of his vast bedroom, adjusting his cuff-links. BATEMAN (V.0.) My conscience, my pity, my hopes disappeared a long time ago, if they ever did exist. He gives a last look at the mirror and likes what he sees. He gives his reflection a smile. INT. OFFICES OF PIERCE & PIERCE - DAY As Bateman walks down the corridor, he passes another MAN who looks just like him. MAN Morning, Hamilton. Nice tan. Bateman walks past the desk of JEAN, his secretary, pulling his Walkman from around his neck. Jean is attractive, wholesome, earnest. She smiles shyly. She loves him. JEAN Late? BATEMAN Aerobics class. Sorry. Any messages? JEAN Ricky Hendricks has to cancel today. He didn't say what he was canceling or why. BATEMAN I occasionally box with Ricky at the Harvard Club. Anyone else? JEAN And...Spencer wants to meet you for a drink at Fluties Pier 17. BATEMAN When? JEAN After six. BATEMAN Negative. Cancel it. Jean follows him into his office. JEAN Oh? And what should I say? BATEMAN Just...say...no. JEAN Just say no? Jean stands at his desk, waiting for instructions. BATEMAN Okay, Jean. I need reservations for three at Camols at twelve-thirty, and if not there, try Crayons. All right? JEAN (Playfully) Yes, sir. She turns to leave. BATEMAN Oh wait. And I need reservations for two at Arcadia at eight tonight. Jean turns around. JEAN Oh, something. . romantic? BATEMAN No, silly. Forget it. I'll make them. Thanks. JEAN I'll do it. BATEMAN No. No. Be a doll and just get me a Perrier, okay? JEAN You look nice today. Jean exits. Bateman straightens some magazines in his office, lifts a painting off the wall and puts it back at a slightly different angle. He fiddles with some pencils in a beer stein. He puts on some MUSIC and flips through a Sports Illustrated. He buzzes Jean. She comes in a moment later with the Perrier and a file. JEAN Yes? BATEMAN Is that the Ransom file? Thanks. Don't wear that outfit again. JEAN Ummm...what? I didn't hear you. BATEMAN I said "Do not wear that outfit again." Wear a dress. A skirt or something. Jean stands there, then looks down at herself. JEAN (Smiling bravely) You don't like this, I take it? BATEMAN Come on, you're prettier than that. JEAN (Sarcastically) Thanks, Patrick. The phone RINGS and Jean turns to leave. BATEMAN I'm not here. And high heels. I like high heels. As Jean leaves, Bateman clicks on the TV set in one corner of the room and starts watching Jeopardy! INT. TAXI - EVENING EVELYN WILLIAMS, Patrick Bateman's fiancée, is making notes with a gold Cross pen and sipping a

bottle of mineral water. Evelyn is blonde, classically beautiful, expensively educated, and utterly pleased with herself. She usually addresses Patrick as if he were a small child. EVELYN I'd want a zydeco band, Patrick. That's what I'd want, a zydeco band. Or mariachi. Or reggae. Something ethnic to shock Daddy Oh, I can't decide...And lots of chocolate truffles. Godiva. And oysters on the halfshell. CLOSE-UP on Bateman, who is wearing a Walkman and staring out the window. BATEMAN (V.O.) I'm trying to listen to the new George Michael tape but Evelyn-my supposed fiancée-keeps buzzing in my ear. Evelyn continues to make notes. EVELYN Marzipan. Pink tents. Hundreds, thousands of roses. Photographers. Annie Leibovitz. We'll get Annie Leibovitz. And we'll hire someone to videotape. Patrick, we should do it. BATEMAN (Removing his Walkman) Do...what. EVELYN Get married. Have a wedding. BATEMAN Evelyn? EVELYN Yes, darling? BATEMAN Is your Evian spiked? EVELYN We should do it. BATEMAN No-I can't take the time off work. EVELYN Your father practically owns the company. You can do anything you like, silly. BATEMAN I don't want to talk about it. EVELYN Well, you hate that job anyway. Why don't you just quit? You don't have to work. BATEMAN Because I...want...to...fit...in. The taxi bumps to a halt. INT. ESPACE RESTAURANT- NIGHT A cavernous garage, harshly spot-lit, decorated in self-conscious brutalist chic. Iron girders, walls of waxed plaster featuring exposed rusted pipes, a huge Schnabel smashed-plate painting on one wall. The tables and chairs are made of extremely uncomfortable bolted steel. BATEMAN (V.O.) I'm on the verge of tears by the time we arrive at Espace since I'm positive we won't have a decent table, but we do, and relief washes over me in an awesome wave. Tm Price and two downtown types, STASH and VANDEN, are already seated. Vanden is about twenty, pretty and sullen, with green streaks in her black hair. Stash is pale, with ragged black hair and bad skin. They are all trying to read large stainless steel menus that look like minimalist art. PRICE The menu's in braille. He gets up to greet them, giving Evelyn a suspiciously long kiss. PRICE I have to talk to you. He drags her away, half giggling and protesting. EVELYN (Over her shoulder) Pat, this is my cousin Vanden and her boyfriend Stash. He's an artist. BATEMAN (After smiling at his own reflection in the mirror and checking his hair) Hi. Pat Bateman. Vanden takes his hand reluctantly, says nothing. BATEMAN Let me guess-you live in the East Village? Pause. STASH SoHo. COURTNEY RAWLINSON and LUIS CARRUTHERS arrive at the table. Courtney is blonde, classically beautiful and from precisely the same social background as Evelyn, but she is considerably more fragile and neurotic. Luis is half-English, half-Argentinean, slightly overweight (a rarity in this crowd), puppyish and eager to please. He wears the same type of designer clothes as Price and Bateman, but with foppish tendencies: velvet jackets, bow-ties, boldly patterned vests. They exchange air kisses. As soon as Luis turns his back, Bateman sneaks a kiss on Courtney's neck. COURTNEY (Whispering) Stop it! Stash and Vanden watch them in silence. LATER: Price is whispering in Evelyn's ear. Everyone else is quietly eating, except Bateman, who is drinking and watching Evelyn and Price. BATEMAN (V.O.) I am fairly sure that Timothy and Evelyn are having an affair. Timothy is the only interesting person I know. Courtney is almost perfect looking. She s usually operating on one or more psychiatric drugs. Tonight I believe it's Xanax. More disturbing than her drug use, though, is the fact that she's engaged to Luis Carruthers, the biggest dufus in the business. Courtney rouses herself from her drug haze. COURTNEY Tell me. Stash...do you think SoHo is becoming to...commercial? CARRUTHERS Yes, I read that. PRICE Oh, who gives a rat's ass? VANDEN Hey. That affects us. PRICE (Wired on coke) Oh ho ho.

That affects us? What about the massacres in Sri Lanka, honey? Doesn't that affect us, too? I mean don't you know anything about Sri Lanka? About how the Sikhs are killing like tons of Israelis there? Doesn't that affect us? BATEMAN Oh come on. Price. There are a lot more important problems than Sri Lanka to worry about. Sure our foreign policy is important, but there are more pressing problems at hand. PRICE Like what? BATEMAN Well, we have to end apartheid for one. And slow down the nuclear arms race, stop terrorism and world hunger. But we can't ignore our social needs. either We have to stop people from abusing the welfare system. We have to provide food and shelter for the homeless and oppose racial discrimination and promote civil rights while also promoting equal rights for women but change the abortion laws to protect the right to life yet still somehow maintain women's freedom of choice. The table stares at Bateman uncomfortably. BATEMAN We also have to control the influx of illegal immigrants. We have to encourage a return to traditional moral values and curb graphic sex and violence on TV, in movies, in pop music, everywhere. Most importantly we have to promote general social concern and less materialism in young people. Price chokes on his drink. Everyone is silent and mystified. CARRUTHERS Patrick, how thought-provoking. INT. EVELYN'S BEDROOM - LATER THE SAME EVENING Bateman and Evelyn are lying on her bed watching television. BATEMAN Why don t you just go for Price? EVELYN Oh God, Patrick. Why Price? Price? BATEMAN He's rich. EVELYN Everybody's rich. BATEMAN He's good-looking. EVELYN Everybody's good-looking, Patrick. BATEMAN He has a great body EVELYN Everybody has a great body now. Bateman unbuttons his shirt and makes advances to get Evelyn to have sex with him. She ignores him, watching the Home Shopping Channel with the remote in her hand. Finally, he straddles her, penis close to her face. She tries to look around him at the TV, then takes notice. EVELYN What do you want to do with that, floss with it? Bateman flops back down beside her and stares at the television. EVELYN Are you using minoxidil? BATEMAN No. I'm not. Why should I ? EVELYN Your hairline looks like it's receding. BATEMAN It's not. EXT. STREET - LATER THAT NIGHT It is 3 a.m. Bateman is standing at an ATM, listening to the comforting sound of fresh bills thudding out of the machine. Bateman turns around and watches a solitary young woman walk past him. He collects his money, placing it carefully in his wallet, and then walks toward her, whistling. He catches up to her as she pauses at a red light. BATEMAN Hello. The woman looks suspicious for a moment and then, seeing his smile, smiles back. INT. DRY CLEANERS - DAY Bateman, dressed in an Armani suit with an unlit cigar between his teeth is standing in a dry cleaners, arguing with the Chinese woman behind the counter. BATEMAN Listen, wait. You're not...shhh wait... you're not giving me valid reasons. The woman continues to speak to him in another language, grabbing at the sleeve of the jacket. BATEMAN What are you trying to say to me? Her husband has taken Bateman's horribly bloodstained sheets out of the bag and is staring at them. BATEMAN Bleach-ee? Are you trying to say bleach-ee? Bleach-ee. Oh my God. She keeps pointing to the jacket and talking. BATEMAN (Talking over her) Two things. One. You can't bleach a Soprani. Out of the question. Two. (Louder) Two. I can only get these sheets in Santa Fe. These are very expensive sheets and I really need them clean. She keeps talking and Bateman leans into her. BATEMAN If you don't shut your fucking mouth I will kill you, are you understanding me? She talks faster. BATEMAN Now listen-I have a very important lunch meeting (Checks Rolex) at Hubert's in thirty minutes, and I need those ...no wait, twenty minutes. I have a lunch meeting at Hubert's in twenty minutes with Ronald Harrison and I need those sheets cleaned by this

afternoon. She keeps talking. BATEMAN Listen. I cannot understand you. Bateman starts laughing, slaps his hand down on the counter. BATEMAN This is crazy. You're a fool. I can't cope with this. Bateman is on the verge of tears. BATEMAN Stupid bitchee! Understand? Oh Christ! Someone enters the store behind him. It's VICTORIA, late-twenties, attractive but a little overweight, wearing a tailored business suit with white sneakers and sports socks. VICTORIA Patrick? She takes off her sunglasses. VICTORIA Hi, Patrick. I thought that was you. BATEMAN Hello (Mumbles un incomprehensible name) Awkward pause. BATEMAN Well. VICTORIA Isn't it ridiculous? Coming all the way up here, but you know. They really are the best. BATEMAN Then why can't they get these stains out? I mean can you talk to these people or something? I'm not getting anywhere. Victoria moves toward the sheet that the old man is holding up. She touches it and the woman behind the counter begins talking again. VICTORIA Oh my, I see. What are those? Oh my. BATEMAN Um, well...it s cranberry juice. Cranapple. VICTORiA (Skeptically) Really? BATEMAN Well, I mean, um, it s really...Bosco. You know, like... like a Dove Bar. It's a Dove Bar...Hershey's Syrup? VICTORIA (As if sharing a secret joke) Oh yeah. Oh I get it. Fun with chocolate. BATEMAN Listen, if you could talk to them (He yanks the sheet out of the man's hand) I would really appreciate it. I'm really late. I have a lunch appointment at Hubert's in fifteen minutes. Bateman turns to leave. VICTORIA Hubert's? Oh really? It moved uptown, right? BATEMAN Yeah, well, oh boy, listen, I've got to go. Thank you, uh... Victoria? VICTORIA Maybe we could have lunch one day next week? You know, I'm downtown near Wall Street quite often. BATEMAN Oh, I don't know, Victoria. I'm at work all the time. VICTORIA Well, what about, oh, you know, maybe a Saturday? BATEMAN (Checking his watch) Next Saturday? VICTORIA (Shrugging) Yeah. BATEMAN Oh, can't, I'm afraid. Matinée of Les Miserables. Listen, I've really got to go. I'll-Oh...Christ...I'll call you. VICTORIA Okay. Do. Bateman glares at the woman behind the counter and rushes out the door. Victoria stares after him as we hear the sound of the bell on the closing door. INT. BATEMAN'S APARTMENT - DAY Bateman is sitting on the sofa watching a video, talking to Courtney on a portable phone. He's holding a video box in one hand, perusing the title: Inside Lydia's Ass. Offscreen we hear the sounds of the porn movie as he talks. BATEMAN Listen, what are you doing tonight? COURTNEY What? Oh, I'm...busy. BATEMAN Listen, you're dating Luis, he's in Arizona. You're fucking me, and we haven't made plans. What could you possibly be up to tonight? COURTNEY Stop it. I'm... BATEMAN On a lot of lithium? COURTNEY Waiting for Luis to call me. He said he'd call tonight. Oh don't be difficult, Patrick. BATEMAN You should come have dinner with me. COURTNEY But-when? BATEMAN Am I confused or were we talking about tonight? COURTNEY Ummm . . yeah. Luis is calling me tonight. I need to be home for that. BATEMAN Pumpkin? COURTNEY Yes? BATEMAN Pumpkin you're dating an asshole. COURTNEY Uh huh. BATEMAN Pumpkin you're dating the biggest dickweed in New York. COURTNEY I know. Stop it. BATEMAN Pumpkin, you're dating a tumbling, tumbling dickweed. COURTNEY Patrick don't call me pumpkin anymore, okay? I have to go. BATEMAN Courtney? Dinner? COURTNEY I can't. BATEMAN I'm thinking Dorsia. COURTNEY Dorsia's nice. BATEMAN Nice? COURTNEY You like it there, don't you? BATEMAN The question is do you like it, Courtney? And will you blow off a fucking phone call from your sad excuse for a boyfriend to eat there tonight. COURTNEY Okay. Yeah. What time? BATEMAN Eight? COURTNEY Pick me up? BATEMAN Sounds like I'll have to. Don't fall asleep, okay? Wear something fabulous. Dorsia, remember? Bateman hangs up, opens up the Zagat's guide and dials the number for Dorsia with

trembling fingers. It's busy and so he puts it on speakerphone, constant redial. He waits with his head in his hands, sweating with anxiety, until there is finally an answer. MAITRE D' Dorsia. Please hold. He is on hold for a long time, getting very tense. MAITRE D' Dorsia. BATEMAN (Both of his eyes are closed) Umm...yes...I know it's a little late but is it possible to reserve a table for two at eight or eight-thirty perhaps? Long pause. The Maitre D' starts giggling quietly and then more loudly until the laughter is almost hysterical and he hangs up the phone. INT. TAXI- NIGHT Bateman and Courtney are in the back of a cab. Courtney is heavily medicated. COURTNEY A facial at Elizabeth Arden, which was really relaxing, then to the Pottery Bam where I bought this silver muffin dish. (She starts to pass out) BATEMAN Is that Donald Trump's car? COURTNEY (Thickly) Oh God, Patrick. Shut up. BATEMAN You know, Courtney, you should take some more lithium. Or have a Diet Coke. Some caffeine might get you out of this slump. COURTNEY I just want to have a child. Just...two... perfect...children... (Her voice trails as she descends back into a drug haze) The cab draws up outside a restaurant. The awning reads "Barcadia." INT. BARCADIA - NIGHT An insanely expensive nouvelle Italian restaurant all polished natural brick, spotless white tablecloths, minimalist flower arrangements, discreet lighting. A waiter has come to take their drink orders. BATEMAN J&B. Straight. COURTNEY Champagne on the rocks. Oh-could I have that with a twist? She starts to sink back in her chair and Bateman leans over and pulls her back up. COURTNEY Are we here? BATEMAN Yes. COURTNEY This is Dorsia? BATEMAN (Examining a menu that says "Barcadia" in large script) Yes, dear. Courtney almost falls asleep while looking at her menu, and starts to slide off of her chair. Bateman grabs her by both shoulders and props her up. BATEMAN Courtney, you're going to have the peanut butter soup with smoked duck and mashed squash. New York magazine called it a 'playful but mysterious little dish." You'll love it. And then...the red snapper with violets and pine nuts. I think that'll follow nicely. COURTNEY Mmmm...thanks, Patrick. She falls asleep at the table. INT. COURTNEY'S BEDROOM - NIGHT Bateman and Courtney are in Courtney's bed. Bateman is on top of her, reaching for a condom in the ashtray. He tears it open with his teeth, puts it on. COURTNEY (Dazed on lithium) I want you to fuck me. Bateman gets on top of her, starts to fuck her. COURTNEY Luis is a despicable twit. BATEMAN Yes, Luis is a despicable twit. I hate him. He keeps fucking her. COURTNEY No, you idiot. I said "Is it a receptacle tip?" Not, is Luis a despicable twit. Is it a receptacle tip? Get off me. BATEMAN Is it a what? COURTNEY Pull out. BATEMAN I'm ignoring you. COURTNEY (screaming) Pull out, goddamnit! BATEMAN (Slowing down but not stopping) What do you want, Courtney? She pushes him away from her. BATEMAN It's a plain end. I think. COURTNEY Turn the light on. She tries to sit up. BATEMAN Oh Jesus. I'm going home. COURTNEY Patrick. Turn on the Light. He turns on the light. BATEMAN It's a plain end, see? So? COURTNEY Take it off. BATEMAN Why? COURTNEY Because you have to leave half an inch at the tip – (She covers herself with her comforter) to catch the force of the ejaculate! BATEMAN I'm getting out of here. Where's your lithium? Courtney throws a pillow over her head and starts crying. COURTNEY (Screaming) Do you think you're turning me on by having unsafe sex? Bateman pulls the pillow off her and slaps her face. BATEMAN Oh Christ, this really isn't worth it. And see, Courtney, it's there for what? Huh? Tell us. (He slaps her again lightly) Why is it pulled down half an inch? So it can catch the force of the ejaculate! COURTNEY (Choking crying) Well, it's not a turn-on for me. I have a promotion coming to me. I don't want to get AIDS. Bateman grabs her head and

makes her look at the condom. BATEMAN See? Happy? You dumb bitch? Are you happy, you dumb bitch? COURTNEY Oh God, just get it over with. He fucks her quickly until he has a mediocre orgasm and falls down next to her. They lie side by side with their bodies not touching, eyes open, staring at the ceiling. INT. CONFERENCE ROOM, PIERCE & PIERCE - DAY Bateman and Luis Carruthers are seated at a long table in the conference room at Pierce & Pierce, which looks out onto a spectacular view of Manhattan. CARRUTHERS Patrick, thanks so much for looking after Courtney. Dorsia, how impressive! How on earth did you get a reservation there? BATEMAN Lucky, I guess. CARRUTHERS That's a wonderful jacket. Let me guess, Valentino Couture? BATEMAN Uh huh. CARRUTHERS (Reaching out to touch it) It looks so soft. BATEMAN (Catching Luis hand) Your compliment was sufficient Luis. Carruthers is distracted by a question from the colleague on his left.Paul Owen enters, carrying the Wall St. Journal under his arm. He is handsome, supremely confident and self-satisfied; he sees himself as a leader among men. OWEN (To Bateman) Hello, Halberstam. Nice tie. How the hell are you? BATEMAN I've been great. And you? Their conversation fades down as we hear Bateman's thoughts. BATEMAN (V.O.) Owen has mistaken me for this dickhead Marcus Halberstam. It seems logical because Marcus also works at P&P and in fact does the same exact thing I do and he also has a penchant for Valentino suits and Oliver Peoples glasses. Marcus and I even go to the same barber, although I have a slightly better haircut. During this voiceover the CAMERA WANDERS over to MARCUS HALBERSTAM, who is conferring with a colleague in the opposite corner of the room. He bears a superficial resemblance to Bateman. OWEN How's the Ransom account going, Marcus? BATEMAN (Nervous) It's...it's...all right. OWEN Really? That's interesting. (He stares at Bateman, smiling) Not great? BATEMAN Oh well, you know. OWEN And how's Cecilia? She's a great girl. BATEMAN Oh yes. I'm very lucky. McDermott and Price enter. McDERMOTT Hey. Owen! Congratulations on the Fisher account. OWEN Thank you, Baxter. PRICE Listen, Paul. Squash? OWEN Call me. (Hands him a business card) PRICE How about Friday? OWEN No can do. Got a res at eight-thirty at Dorsia. Great sea urchin ceviche. There is a stunned silence as he walks away and sits in a corner of the room, ostentatiously studying papers. CLOSE-UP on Bateman's face, cold with hatred. PRICE (Whispering) Jesus. Dorsia? On a Friday night? How'd he swing that? McDERMOTT (Whispering) I think he's lying. Bateman takes out his wallet and pulls out a card. PRICE (Suddenly enthused) What's that, a gram? BATEMAN New card. What do you think? McDermott lifts it up and examines the lettering carefully. McDERMOTT Whoa. Very nice. Take a look. He hands it to Van Patten. BATEMAN Picked them up from the printers yesterday VAN PATTEN Good coloring. BATEMAN That's bone. And the lettering is something called Silian Rail. McDERMOTT (Envious) Silian Rail? VAN PATTEN It is very cool, Bateman. But that's nothing. He pulls a card out of his wallet and slaps it on the table. VAN PATTEN Look at this. They all lean forward to inspect it. PRICE That's really nice. Bateman clenches his fists beneath the table, trying to control his anxiety. VAN PATTEN Eggshell with Romalian type. (Turning to Bateman) What do you think? BATEMAN (Barely able to breath, his voice a croak) Nice. PRICE (Holding the card up to the light) Jesus. This is really super. How'd a nitwit like you get so tasteful? Bateman stares at his own card and then enviously at McDermott's. BATEMAN (V.O.) I can't believe that Price prefers McDermott's card to mine. PRICE But wait. You ain't seen nothin' yet. He holds up his own card. PRICE Raised lettering, pale nimbus white... BATEMAN (Choking with anxiety) Impressive. Very nice. Let's see Paul Owen's card. Price pulls a card from an inside coat

pocket and holds it up for their inspection: "PAUL OWEN, PIERCE & PIERCE, MERGERS AND ACQUISITIONS." Bateman swallows, speechless. The sound in the room dies down and all we hear is a faint heartbeat as Bateman stares at the magnificent card. BATEMAN (V.O.) Look at that subtle off-white coloring. The tasteful thickness of it. Oh my God, it even has a watermark... His hand shaking, Bateman lifts up the card and stares at it until it fills the screen. He lets it fall. The SOUND RETURNS TO NORMAL. CARRUTHERS Is something wrong? Patrick...you're sweating. EXT. STREET- EVENING The financial district. The streets are eerily deserted. Bateman stands at an ATM, enjoying the reassuring sound of $500 in fresh bills thudding from the machine. As he turns to leave, he notices someone across the street. A HOMELESS MAN is lying in a doorway on top of an open grate, surrounded by bags of garbage and a shopping cart. A cardboard sign is attached to the front of the cart: I AM HOMELESS AND HUNGRY PLEASE HELP ME. A small, thin dog lies next to him. He is black, dressed in a stained, torn, lime-green polyester pants suit with jeans worn over the pants. BATEMAN (Offering his hand) Hello. Pat Bateman. The Homeless Man stares at Bateman, struggling to sit up. BATEMAN You want some money?. Some...food? The Homeless Man nods and starts to cry. Bateman reaches into his pocket and pulls out a $I 0 bill, then changes his mind and holds out a $5 instead. BATEMAN Is this what you need? The Homeless Man nods, looks away, wipes his nose. HOMELESS MAN I'm so hungry. BATEMAN It's cold out, too, isn't it? HOMELESS MAN I'm so hungry. BATEMAN (Holding the bill just out of the man's reach) Why don't you get a job? If you're so hungry, why don't you get a job? HOMELESS MAN (Shivering and sobbing) I lost my job... BATEMAN Why? Were you drinking? Is that why you lost it? Insider trading? Just joking. No, really-were you drinking on the job? HOMELESS MAN I was fired. I was laid off. BATEMAN Gee, uh, that's too bad. HOMELESS MAN I'm so hungry. The dog starts to whimper. BATEMAN Why don't you get another one? Why don't , you get another job? HOMELESS MAN I'm not... BATEMAN You're not what? Qualified for anything else? HOMELESS MAN I'm hungry BATEMAN I know that, I know that. Jeez, you're like a broken record. I'm trying to help you. HOMELESS MAN I'm hungry. BATEMAN Listen, do you think it's fair to take money from people who do have jobs? From people who do work? HOMELESS MAN What am I gonna do? BATEMAN Listen, what's your name? HOMELESS MAN Al. BATEMAN Speak up. Come on. HOMELESS MAN Al. BATEMAN Get a goddamn job, Al. You've got a negative attitude. That's what's stopping you. You've got to get your act together. I'll help you. HOMELESS MAN You re so kind, mister. You're kind. You're a kind man. I can tell. BATEMAN (Petting the dog) Shhhh...it's okay. HOMELESS MAN (Grabbing Bateman's wrist) Please...I don know what to do. I'm so cold. BATEMAN (Stroking his face, whispering) Do ,you know how bad you smell? The stench, my God. HOMELESS MAN I can't...I can't find a shelter BATEMAN You reek. You reek of...shit. Do you know that? (Shouting) Goddammit, Al-look at me and stop crying like some kind of faggot. Al...I'm sorry. Bateman carefully puts the money back in his wallet. BATEMAN It's just that...I don't know I don't have anything in common with you. He opens his briefcase and pulls out a long thin knife with a serrated edge. He pushes up the sleeve of his jacket to protect it. BATEMAN Do you know what a fucking loser ,you are? HOMELESS MAN'S POV as Bateman lunges at him with the knife. EXTREME WIDE SHOT of the street. Bateman's shadowed figure is hunched over the Homeless Man, stabbing him in the stomach. The dog barks wildly and Bateman stomps on it until it is silent. LOW ANGLE shot of Bateman as he throws a quarter on the ground. BATEMAN There's a quarter. Go buy some gum. Bateman walks calmly into the empty caverns of Wall Street. Cars drift

past, their headlights momentarily illuminating the body left twitching on the ground. INT. BEAUTY SALON - DAY CLOSE-UP on Bateman's face and torso. His eyes are closed as a woman's hands rub cream into his face. FACIALIST What beautiful skin you have, Mr Bateman. So fine, so smooth... His eyes open to look up at the facialist and then he closes them again. BATEMAN (V.O.) I have all the characteristics of a human being- flesh, blood, skin, hair-but not a single clear, identifiable emotion except for greed ,und disgust. Something horrible is happening inside me and I don't know why. CUT TO: Bateman sitting in a chair, looking down at the MANICURIST who is giving him a pedicure. She is cutting his nails with tiny sharp scissors. He stares at them longingly. BATEMAN (V.O.) My nightly bloodlust has overflowed into my days. I feel lethal, on the verge of frenzy. CUT TO: Bateman lying irradiated by ultraviolet light on a tanning bed, wearing goggles. BATEMAN (V.O.) I think my mask of sanity is about to slip. INT. TEXARKANA RESTAURANT - NIGHT An insanely expensive nouvelle Tex-Mex restaurant, with an ironic Southwestern decor: Santa Fe colors, Navajo blankets, naive cowboy art, rawhide banquettes. Bateman bursts in the door, late, and approaches the MAITRE D'. BATEMAN Marcus Halberstam. For two at eight? MAITRE D' Your friend has already been seated. Follow me, Mr. Halberstam. Paul Owen is seated at a table underneath an enormous pair of ram's horns. He is arguing with the WAITER. OWEN No, I want to know. I came here for the cilantro crawfish gumbo, which is after all the only excuse one could have for being in this restaurant, which is by the way, almost completely empty. Am I to believe that all ten people in this restaurant have eaten your entire supply of cilantro crawfish gumbo? WAITER I'm very sorry sir. There was a fire in the kitchen earlier today, and- BATEMAN J&B, straight. And a Dixie beer. WAITER Would you like to hear- OWEN Double Absolut martini. WAITER Yes, sir. Would you like to hear the specials? BATEMAN Not if you want to keep your spleen. The Waiter leaves. OWEN This is a real beehive of, uh, activity, Halberstam. This place is hot, very hot. BATEMAN Listen, the mud soup and the charcoal arugula are outrageous here. OWEN Yeah, well, you're late. BATEMAN Hey, I'm a child of divorce. Give me a break (Studying the menu; he's in a surprisingly good mood) Hmmm, I see they've omitted the pork loin with lime jello. OWEN We should've gone to Dorsia. I could've gotten us a table. BATEMAN Nobody goes there anymore. There is a long disgruntled silence. BATEMAN Is that Ivana Trump over there? (Laughs) Jeez Patrick I mean Marcus, what are you thinking? Why would Ivana be at Texarkana? Another pause. BATEMAN So, wasn't Rothschild originally handling the Fisher account? How did you get it? OWEN I could tell you that, Halberstam, but then I'd have to kill you. He guffaws. Bateman laughs politely. LATER: Paul Owen is very drunk. BATEMAN cold sober. BATEMAN I like to dissect girls. Did you know I'm utterly insane? Owen continues laughing and motions to the waiter for another drink. OWEN Great tan, Marcus. Really impressive. Where do you tan? BATEMAN Salon. OWEN I've got a tanning bed at home. You should look into it. Bateman nods, agitated. OWEN And Cecelia, how is she? Where is she tonight? BATEMAN Cecelia is, well...you know (Cecelia. I think she's having dinner with...Evelyn Williams. OWEN Evelyn. Great ass. Goes out with that loser Patrick Bateman. What a dork. BATEMAN Another Martini, Paul? Owen nods drunkenly. LATER: The end of the meal. Owen is squeezing a lime onto the table, missing his beer, incredibly drunk. The check is laid down. BATEMAN (Talking to Owen like a child) Paul, give me your Amex card. Good boy. Bateman slaps the card down, looks at the check. BATEMAN Two-hundred-and-fifty. Very reasonable. Let's leave a big tip, shall we? My place hr a nightcap? OWEN No, man. I'm gonna bail.

BATEMAN Come on, you dumb son of a bitch. (Helping him into his jacket) I've got a preview of the Barneys catalogue and a bottle of Absolut waiting for us. INT. BATEMAN'S APARTMENT - NIGHT The living room floor has been meticulously covered with newspaper. Owen is slumped drunkenly in a white Eames chair, a glass in his hand. Bateman is looking through his CDs. BATEMAN You like Huey Lewis and the News? OWEN They're okay. BATEMAN Their early work was a little too New Wave for my taste. But then Sports came out in 1983, I think they really came into their own, commercially and artistically. Bateman walks to his bathroom, taking a large ax out of the shower. He takes two Valium. BATEMAN (Said partly from the bathroom) The whole album has a clear, crisp sound and a new sheen of consummate professionalism that gives the songs a big boost. Bateman comes back out and leans the ax against the wall. He walks to the foyer and puts on a raincoat, watching Owen from behind ail the time. BATEMAN He's been compared to ELvis Costello but I think Huey has a more bitter, cynical sense of humor. Owen is absent-mindedly leafing through the Barneys catalogue. OWEN Hey, Halberstam? BATEMAN Yes, Owen? OWEN Why are there copies of the Style section all over the place? Do you have a dog? A chow or something? BATEMAN No, Owen. OWEN (Confused) Is that a raincoat? BATEMAN Yes, it is. Bateman moves to the CD player. He takes a CD out of its case and slides it in the machine. BATEMAN In 1987 Huey released this, Fore!, their most accomplished album. I think I heir undisputed masterpiece is "HiP To Be Square," a song so catchy that most people probably don't listen to the lyrics. But they should because it's not just about the pleasures of conformity and the importance of trends. It's al~ a personal statement about the band itself. Bateman puts on "Hip To Be Square." BATEMAN crosses the room and picks up the ax. We follow BATEMAN from behind as he walks up to Owen, the ax raised over his head. BATEMAN Hey, Paul? As Owen turns around, FROM OWEN'S POV we see Bateman swing the ax toward his face. Blood sprays onto the white raincoat. FROM BEHIND OWEN, we see BATEMAN as he yanks the ax out. Owen drops to the floor. His body falls out of the frame. We stay on his legs twitching mechanically. Blood pulses onto the newspaper-covered floor. BATEMAN (Raising the ax and screaming) Try getting a reservation at Dorsia now, you fucking stupid bastard! LOW ANGLE ON BATEMAN as he beats Owen with the back of the ax. OFFSCREEN, the sound of the ax hitting Owen. BATEMAN (Panting) Fucking bastard... Bateman takes his raincoat off, still panting. He folds the coat carefully in half, bloody side in, and drapes it neatly over the back of a chair. He sits back on the white sofa and surveys the scene. He checks his Rolex and lights a cigar. OFFSCREEN, Paul Owen's last faint sighs are heard. INT. LOBBY - NIGHT BATEMAN drags a large, blood-soaked sleeping bag through the lobby, past the bored doorman, who looks up from the Post for a moment. EXT. STREET - NIGHT BATEMAN is trying to hail a cab. Owen's body is at his feet. Luis Carruthers and a Japanese girl walk up to him. CARRUTHERS Patrick? Is that you? BATEMAN No, Luis. It's not me. You're mistaken. CARRUTHERS This is Gwendolyn Ichiban. This is my very good friend Patrick Bateman. Where are you going? We're going to Nell's. Gwendolyn's father's buying it. (Looking down at the body) Where did you get your overnight bag? BATEMAN Commes des Garcon. A cab stops. BATEMAN opens the door and manages to get Owen's body into the backseat. Bateman gets into the cab. CARRUTHERS Call me please, Patrick. BATEMAN Jesus lives, Luis. INT. BATEMAN'S HELL'S KITCHEN APARTMENT - NIGHT A bare room, lit by one light bulb. The walls are blank except for a Les Miserables poster. There is one ratty chair. Bateman pours lime over Paul Owen's body, which is lying in a bathtub. He plays Huey Lewis, smokes a cigar, watches the body dissolve.

INT. PAUL OWEN'S APARTMENT - NIGHT Bateman is letting himself into the apartment. It is very similar to Bateman's, but even more minimalist. The walls are white-pigmented concrete with a large minimalist painting on the wall. One wall is covered in a trendy, large-scale scientific drawing above a long, black leather couch. BATEMAN Where to send the bastard? Dallas? Pans? He throws some clothes into a suitcase, randomly grabbing toiletries and shoving them in. BATEMAN Singapore? London. I'll send the asshole to London. He puts some music on to help muffle his voice, then leans over the answering machine. He does a passable imitation of Owen's speech. BATEMAN Hi, this is Paul. I've been called away to London for a few days. Meredith, I'll call you when I get back. Hasta la vista, baby. INT. BATEMAN'S OFFICE - MORNING Bateman is sitting at his desk, with the latest copy of Sports Illustrated in front of him and his Walkman playing Kenny G. We hear the MUSIC until Jean enters and he takes the Walkman off. BATEMAN (Faintly irritable) What is it? JEAN Patrick? BATEMAN (Condescendingly) Ye-es, Je-an? JEAN Patrick, a Mr. Donald KIMBALL is here to see you. BATEMAN Who? JEAN Detective Donald KIMBALL? Silence. Bateman stares out the window, then down at the drawing of a headless woman he's been doodling on the back cover of Sports Illustrated. BATEMAN Tell him I'm at lunch. JEAN (whispering) Patrick, I think he knows you're here. It's only ten-thirty. Silence. BATEMAN Send him in, I guess. As she exits, he picks up the cordless phone and pretends to talk to someone at the other end. BATEMAN Now, John, you've got to wear clothes in proportion to your physique. There are definite do's and don'ts, good buddy, of wearing a bold-striped shirt. A hold-striped shirt calls for solid-colored or discreetly patterned suits and ties... The door to the office opens and he waves in DETECTIVE DONALD KIMBALL. KIMBALL is surprisingly young - about Bateman's age - and good-looking, dressed in a crumpled linen Armani suit of the type Bateman and his friends might wear. Kimball sits down and crosses his legs with a self-assurance that makes Bateman so nervous he forgets to carry on with his fake conversation. Kimball looks up at him curiously, noticing the silence. BATEMAN (Realizing that Kimball is staring at him) Right. And yes...always tip the stylist fifteen percent. Bateman shrugs at the detective, rolling his eyes in exasperation. KIMBALL nods understandingly. BATEMAN Listen, John, I've got to go. T Boone Pickens just walked in... (He laughs inanely) Just joking... (Pause) No don't tip the owner of the salon. Okay, John, right, got it. (He hangs up the phone and pushes the antenna in) Sorry about that. KIMBALL No, I'm sorry. I should've made an appointment. (Gesturing toward the phone) Was that anything important? BATEMAN Oh that? Just mulling over business problems. Examining opportunities...Exchanging rumors... Spreading gossip. They laugh politely. KIMBALL (Holding out his hand) Hi. I'm Donald KIMBALL BATEMAN (Shaking firmly) Hi. Pat Bateman. Nice to meet you. KIMBALL I'm sorry to barge in on you like this. but I was supposed to talk to Luis Carruthers and he wasn't in and...well, you're here, so...I know how busy you guys can get. KIMBALL stares at the three open copies of Sports Illustrated and the Sony Walkman lying on Bateman's desk. Bateman sees the look and sweeps the magazines into the top drawer along with the Walkman, which is still running. BATEMAN (Forcing himself to sound friendly and relaxed) So, what's the topic of discussion? KIMBALL I've been hired by Meredith Powell to investigate the disappearance of Paul Owen. BATEMAN You're not with the FBI or anything, are you? KIMBALL Nothing like that. I'm just a private investigator. BATEMAN Ah, I see...Yes. Paul's disappearance...Yes. KIMBALL So it's nothing that official. I just have some basic questions. About Paul Owen. About yourself- BATEMAN Coffee?

KIMBALL No. I'm okay. BATEMAN Perrier? San Pellegrino? KIMBALL No, I'm okay. KIMBALL takes out a small black notepad and the same gold Cross pen that Bateman and his friends all use. Bateman buzzes Jean. JEAN (O.S.) Patrick? BATEMAN Can you bring Mr... KIMBALL KIMBALL. BATEMAN Mr. Kimball a bottle of San Pelle- KIMBALL Oh no, I'm okay. BATEMAN It's no problem Bateman watches intently as KIMBALL writes something down in his notebook, then crosses something out. Jean enters and places the bottle of San Pellegrino and a Steuben etched glass on the table, shooting a concerned glance at Bateman. He glares at her. KIMBALL smiles and nods at Jean as she leaves. BATEMAN Well, what's the topic of discussion? KIMBALL The disappearance of Paul Owen. BATEMAN Oh right. Well, I haven't heard anything about the disappearance or anything... (Trying to laugh) Not on "Page Six" at least. KIMBALL I think his family wants this kept quiet. BATEMAN Understandable. (Staring at the untouched bottle of San Pellegrino) Lime? KIMBALL No, really. I'm okay. BATEMAN You sure? I can always get you a lime. A pause. KIMBALL Just some preliminary questions that I need for my own files, okay? BATEMAN Shoot. KIMBALL How old are you? BATEMAN Twenty-six. I'll be twenty-seven in October. KIMBALL (Scribbling in his notebook) Where did you go to school? BATEMAN Harvard. The Harvard Business School. KIMBALL Your address? BATEMAN Fifty-five West Eighty-First Street. The American Gardens Building. KIMBALL (Looking up, impressed) Nice. Very nice. BATEMAN (Flattered) Thanks. A pause as KIMBALL studies his notebook. Bateman closes his eyes, as if in pain. KIMBALL Pardon me, but are you okay? BATEMAN Who do you ask? KIMBALL You seem...nervous. Bateman reaches into his desk drawer and brings out a bottle of aspirin. BATEMAN Nuprin? KIMBALL Uh...no, thanks. Kimball takes out a pack of Marlboro's and lays it on the desk. BATEMAN Bad habit. KIMBALL I know. I'm sorry. A pause, as Bateman stares at the cigarettes. KIMBALL Would you rather I not smoke? BATEMAN No, I guess it's okay. KIMBALL You sure? BATEMAN No problem. (Buzzing Jean) JEAN (O.S.) Yes, Patrick? BATEMAN Bring us an ashtray for Mr. KIMBALL, please. She whisks in with a crystal ashtray as they sit in silence. KIMBALL What can you tell me about Paul Owen? BATEMAN Well... He coughs, shakes two Nuprin into his hand and swallows them dry. KIMBALL How well did you know him? BATEMAN I'm...at a loss. He was part of that whole...Yale thing, you know. KIMBALL Yale thing? A pause. BATEMAN Yeah...Yale thing. KIMBALL What do you mean...Yale thing? A pause. BATEMAN Well, I think for one that he was probably a closet homosexual. Who did a lot of cocaine...that Yale thing. A silence during which the sound of the air conditioner becomes deafening. KIMBALL So...there's nothing you can tell me about Paul Owen? BATEMAN He led what I suppose was an orderly life. He... ate a balanced diet. KIMBALL What kind of man was he? Besides... (He hesitates tries to smile) the information you've just given. BATEMAN I hope I'm not being cross-examined here. KIMBALL Do you feel that way? BATEMAN No. Not really. KIMBALL (As he writes without looking up) Where did Paul hang out? BATEMAN Hang...out? KIMBALL Yeah. You know...hang out. BATEMAN Let me think. The Newport. Harry's. Fluties. Endochine. Nell's. Comell Club. The New York Yacht Club. The regular places. KIMBALL He had a yacht? BATEMAN No, he just hung out there. KIMBALL And where did he go to school? A slight pause. BATEMAN Don't you know this? KIMBALL I just wanted to know if you know. BATEMAN Before Yale? If I remember correctly, Saint Paul's... Listen, I just...I just want to help. KIMBALL I understand. He makes another note. KIMBALL Anything else you can tell me about Owen? BATEMAN We were both seven in 1969. KIMBALL (Smiles) So was I. BATEMAN Do you have any witnesses or fingerprints? KIMBALL Well, there's a

message on his answering machine saying he went to London. BATEMAN Well, maybe he did, huh? KIMBALL His girlfriend doesn't think so. BATEMAN But...has anyone seen him in London? KIMBALL Actually, yes. BATEMAN Hmmm. KIMBALL Well, I've had a hard time getting an actual verification. A Stephen Hughes says he saw him at a restaurant there, but I checked it out and what happened is, he mistook a Hubert Ainsworth for Paul, so... BATEMAN Oh. KIMBALL Was he involved at all , do you think, in occultism or Satan worship? BATEMAN What? KIMBALL I know it sounds like a lame question, but in New Jersey I know this sounds like a lame question, but last month-I don't know if you've heard about this, but a young stockbroker was recently arrested and charged with murdering a young Chicano girl and performing voodoo rituals with various body parts- BATEMAN Yikes! No. Paul wasn't into that. He followed a balanced diet and- KIMBALL Yeah, I know, and was into that whole Yale thing. A pause - the longest so far. BATEMAN Have you consulted a psychic? KIMBALL No. BATEMAN Had his apartment been burglarized? KIMBALL No, it actually hadn't. Toiletries were missing. A suit was gone. So was some luggage. That's it. BATEMAN I mean no one's dealing with the homicide squad yet or anything, right? KIMBALL No, not yet. As I said, we're not sure. But... basically no one has seen or heard anything. BATEMAN That's so typical, isn't it? KIMBALL It's just strange. (He stares out the window, lost in thought) One day someone's walking around, going to work, alive, and then... BATEMAN Nothing. KIMBALL People just...disappear. BATEMAN The earth just opens up and swallows people. (He checks his Rolex) KIMBALL Eerie. Really eerie. Silence. BATEMAN (Standing up) You'll have to excuse me. I have a lunch meeting with Cliff Huxtable at Four Seasons in twenty minutes. KIMBALL Isn't the Four Seasons a little far uptown? I mean aren't you going to be late? BATEMAN Uh, no. There's one...down here. KIMBALL Oh really? I didn't know that. Bateman leads him to the door. BATEMAN Yes. It's very good. KIMBALL turns to face him. KIMBALL Listen, if anything occurs to you, any information at all... BATEMAN Absolutely, I'm 100% with you. KIMBALL Great, and thanks for your, uh, time, Mr. Bateman. Bateman closes the door firmly on KIMBALL. He closes his eyes and leans against the door, sweating. INT. BATEMAN'S APARTMENT - AFTERNOON A perfectly lit kitchen still-life - a bottle of Evian, a white porcelain plate on which sits a sliced kiwi, some perfect green grapes, a few berries. OFFSCREEN, the SOUND OF SCREAMS AND A CHAINSAW can be heard from the living room. The living room: Bateman is maniacally doing abdominal crunches as the television plays a video of Texas Chainsaw Massacre. There is a pile of horror videos on his coffee table, next to a copy of GQ. LATER: Bateman is sitting in his armchair, phone book in hand, jerking off. He is squealing into the phone and breathing. BATEMAN You like that, slut? The person on the other end clearly hangs up. CLOSE-UP on his fingers dialing the phone. BATEMAN You want to know what I'm wearing? Sixty-dollar boxer shorts by Ralph Lauren, a hundred-and-fifty-dollar white cotton T-shirt by Commes des Garcons. (He snorts like a pig) My Rolex cost- Another hang-up. He dials again. BATEMAN (Whipering) I'm a corporate raider. I orchestrate hostile takeovers. What do you think of that? (Makes disgusting sucking noises and grunts) Huh, bitch? GIRL (O.S.) Dad, is that you? Bateman hangs up, frustrated. EXT. STREET/INT. LIMOUSINE - NIGHT Bateman cruises around in the limo. It pulls up alongside CHRISTIE, a pretty blonde hooker in shorts and leather jacket. Bateman opens his window to speak to her. BATEMAN I haven't seen you around here. CHRISTIE You just haven't been looking. BATEMAN Would you like to see my apartment? Bateman flips on the light inside the limo. He's wearing a tuxedo. CHRISTIE (looking away to some dark

corner) I'm not supposed to. Bateman is holding out a $100 bill, which Christie now notices, then takes. BATEMAN Do you want to come to my apartment or not? CHRISTIE I'm not supposed to. (She pockets the bill) But I can make an exception. BATEMAN Do you take American Express? Christie is still looking out behind her. BATEMAN Do you take American Express? Christie looks at him like he's crazy. BATEMAN I'm joking. Come on, get in. As they drive uptown, Bateman dials the cell-phone. He reads off a credit card number. BATEMAN I'd like a girl, early twenties, blonde, who does couples. Couples. Fifty-five West Eighty-First, the American Gardens Building. Apartment 7C. And I really can't stress blonde enough. Blonde. He hangs up. BATEMAN I'm Paul. My name is Paul 0wen, have you'got that? You are Christie. You are to respond only to Christie. Is that clear? INT. BATEMAN'S APARTMENT - NIGHT Christie is in the bathtub, Bateman is pouring in white milky bath oil. BATEMAN That's a very fine Chardonnay you're drinking. Long pause, in which Christie is luxuriating in the tub and Bateman is casually touching her breast. BATEMAN I want you to clean your vagina. Christie reaches for a washcloth. BATEMAN No. From behind. Get on your knees. Christie shrugs. BATEMAN I want to watch. You have a very nice body. The doorman RINGS. Bateman answers. BATEMAN Thank you. Send her up. Christie, get out and dry off, choose a robe-not the Bijan and come and meet me and our guest in the living room for drinks. Bateman answers the door. BATEMAN You've arrived! How lovely, let me take your coat. I'm Paul. How good of you to come. The escort girl looks somewhat bewildered. Bateman takes her coat and inspects her body and face. BATEMAN Not quite blonde, are you? More dirty blonde. I'm going to call you Sabrina. I'm Paul Owen. Bateman escorts her into the living room and brings her a glass of wine. Christie enters, sitting next to Sabrina on the couch, and Bateman sits across from them. There is a long silence. BATEMAN So, don't you want to know what I do? The two girls look at each other with uncomfortable smiles. Christie shrugs. CHRISTIE No. SABRINA (Smiling) No, not really. Bateman is visibly irritated, recrosses his legs. BATEMAN Well, I work on Wall Street. At Pierce & Pierce. (Long pause) Have you heard of it? Another long pause. They shake their heads. Christie stands up and goes over to the CD collection. CHRISTIE You have a really nice place here...Paul. How much did you pay for it? BATEMAN Actually, that's none of your business, Christie, hut I can assure you it certainly wasn't cheap. Bateman leaves to refill his wine glass and Sabrina takes a pack of cigarettes out of her purse. Bateman returns, carrying a tray of chocolates. BATEMAN No, no smoking. Not in here. He walks over to Christie. BATEMAN Varda truffle? Christie stares at the plate and shakes her head. Sabrina takes one. BATEMAN I don't want you to get drunk, but that's a very fine Chardonnay you're not drinking. Bateman goes over to his CDs and scans his vast collection. He takes one out and examines it. BATEMAN Do you like Phil Collins? I've been a big Genesis fan ever since the release of their 1980 album, Duke. Before that I really didn't understand any of their work. It was too artsy, too intellectual. It was on Duke where Phil Collins' presence became more apparent. He puts aside the CD and takes out another one. BATEMAN I think "Invisible Touch" is the group's undisputed masterpiece. He puts on the song and gestures for them to follow him into the bedroom. BATEMAN It's an epic meditation on intangibility, at the same time it deepens and enriches the meaning of the preceding three albums. Christie, take off the robe. Bateman puts out a lace teddy. He motions to Christie to put it on. BATEMAN Listen to the brilliant ensemble playing of Banks, Collins and Rutherford. You can practically hear every nuance of every instrument. Sabrina, remove your dress. Bateman

starts to undress. BATEMAN In terms of lyrical craftsmanship and sheer songwriting, this album hits a new peak of professionalism. Sabrina, why don't you dance a little? Sabrina dances awkwardly. Christie sits on the bed. BATEMAN Take the lyrics to "Land of Confusion." In this song, Phil Collins addresses the problem of abusive political authority. Bateman knots a silk scarf around Christie's neck - rather menacingly - then helps her into some suede gloves. BATEMAN "In Too Deep" is the most moving pop song of the 1980s about monogamy and commitment. The song is extremely uplifting. Their lyrics are as positive and affirmative as anything I've heard in rock. He turns on the video camera. BATEMAN Christie, get down on your knees, so Sabrina can see your asshole. Bateman looks through the viewfinder. BATEMAN Phill Collins solo efforts seem to be more commercial and therefore more satisfying in a narrower way, especially songs like "In the Air Tonight" and "Against All Odds." Sabrina, don't just stare at it. Eat it. He walks over to the sound system in his bedroom and slides in the CD. BATEMAN But I also think that Phill Collins works better within the confines of the group than as a solo artist-and I stress the word artist. This is "Sussudio," a great, great song, a personal favorite. SEX MONTAGE CUT TO "Sussudio." We see this in WIDE SHOT, or through the LENS OF THE VIDEO CAMERA. CUT TO: Bateman asleep in his bed with Christie and Sabrina on either side of him. Sabrina accidentally touches his wrist. Bateman's eyes open. BATEMAN Don't touch the Rolex. Bateman gets up from his bed and goes over to his armoire. He opens the drawer in which are a nail gun, a coat hanger, a rusty butter knife and a half-smoked cigar. He turns around to see Christie and Sabrina both starting to get up and get dressed. He takes the coat hanger. BATEMAN We're not through yet... CUT TO: Bateman ushering them out the door impatiently. They are both sobbing, badly bruised and bleeding. Bateman has a deep scratch on his hand and one on his shoulder. In the b.g. Phil Collins' "In the Air Tonight" is playing. INT. YALE CLUB – DAY McDermott, Van Patten and Bateman are having drinks. Price walks by with a gorgeous girl and gives them the finger. BATEMAN What an asshole. McDERMOTT Why is Laurie Kennedy dating Price? He's a fucking drug addict. No self-control. VAN PATTEN But Laurie Kennedy is a total hardbody. What do you think, Bateman? BATEMAN I know her. I knew her. McDERMOTT Why do you say it like that? Why does he say it like that? VAN PATTEN Because he dated her. BATEMAN How did you guess? VAN PATTEN Girls dig Bateman. He's CQ. You're total CQ, Bateman. BATEMAN Thanks, guy, but...she's got a lousy personality. McDERMOTT So what? It's all looks. Laurie Kennedy is a babe. Don't even pretend you were interested for any other reason. VAN PATTEN If they have a good personality, then something is very wrong. McDERMOTT If they have a good personality and they are not great looking-who fucking cares? BATEMAN Well, let's just say hypothetically, okay? What if they have a good personality? (He smiles giving up) I know, I know- ALL IN UNISON There are no girls with good personalities! (They laugh and high-five each other) VAN PATTEN A good personality consists of a chick with a little hardbody who will satisfy all sexual demands without being too slutty about things and who will essentially keep her dumb fucking mouth shut. McDERMOTT Listen, the only girls with good personalities who are smart or maybe funny or halfway intelligent or even talented-though God knows what the fuck that means-are ugly chicks. VAN PATTEN Absolutely. McDERMOTT And this is because they have to make up for how fucking unattractive they are. Pause. BATEMAN Do you know what Ed Gein said about women? VAN PATTEN Ed Gein? Maitre d' at Canal Bar? BATEMAN No, serial killer, Wisconsin in the fifties. He was an interesting guy. McDERMOTT So what did Ed say? BATEMAN

He said, "When I see a pretty girl walking down the street I think two things. One part of me wants to take her out and talk to her and be real nice and sweet and treat her right." Pauses, finishes his drink. McDERMOTT What does the other part of him think? BATEMAN What her head would look like on a stick. McDermott and Van Patten look at each other and then back at Bateman. Bateman starts to laugh, and the other two uneasily join In. Luis Carruthers walks up to the table. CARRUTHERS (Shyly) Hi, guys. I wanna get your opinion on something. McDermott rolls his eyes at the rest of the table. McDERMOTT If it's about the bow-tie you're wearing, you know how we feel about it. Luis laughs good-naturedly. CARRUTHERS Yes, I do. No, it's my business card-I decided to get a new one too. He pulls out something incredibly tasteful. Everyone compliments Luis except Bateman. The SOUND DROPS and all we hear is the beating of his heart as he stares at the card enviously. Luis plucks it from his hand and walks away, pleased with himself. VAN PATTEN Listen, what about dinner? BATEMAN (Suddenly angry) Is that all you ever have to contribute, Van Patten? "What about fucking dinner?" McDERMOTT Ah, cheer up, Bateman. (Slaps him on the back, massages his neck) What's the matter? No shiatsu this morning? BATEMAN (Watching Luis going into the men's room) Keep touching me like that and you'll draw back a stump. McDERMOTT Whoa, hold on there, little buddy. BATEMAN Excuse me. He gets up from the table. As Bateman walks away, Van Patten grabs a waiter. VAN PATTEN Is this tap water? I don't drink tap water Bring me an Evian or something, okay? INT. MEN'S ROOM - DAY Bateman pulls on his gloves as he enters the men's room. Carruthers is standing in a stall with his back to Bateman. The sound of his urinating is heard until Bateman approaches, then abruptly stops. Slowly, Bateman brings his hands up over the collar of Carruthers' cashmere jacket, circling his neck until both thumbs and index fingers meet. All we can hear is the sound of Bateman's heavy breathing. Slowly he starts to squeeze. Almost in slow motion, Carruthers turns around. Carruthers looks down at Bateman's wrists as if lost in thought. Then he lowers his head and kisses Bateman's wrist. He looks back at Bateman with a shy, love-struck expression, then reaches up and tenderly touches the side of his face. CARRUTHERS God, Patrick. Why here? He strokes Bateman's hair. CARRUTHERS I've seen you looking at me. I've noticed your hot body. Carruthers tries to kiss him on the lips but Bateman backs away. He drops his hands from Carruthers' neck. Carruthers immediately takes them and places them back. Bateman drops them again. CARRUTHERS Don't be shy. Bateman takes a deep breath, closes his eyes and tries to lift his hands again, but abandons the attempt. CARRUTHERS You don't know how long I've wanted it. Ever since that Christmas party at Arizona 206. You know the one, you were wearing that red-striped paisley Armani tie. Bateman looks down and sees that Carruthers' pants are still unzipped. He moves past him out of the stall and stands by the sink and pretends to wash his hands until he realizes he still has his gloves on. Carruthers comes up behind him. CARRUTHERS I want you. I want you...too. Bateman storms out of the men's room, bumping into a waiter and several customers and cursing. Noticing the maitre d' and another waiter conferring and looking at him strangely, Bateman straightens up and smiles and waves cheerfully at them. Carruthers walks up behind him. BATEMAN (Hissing) What...is...it? CARRUTHERS Where are you going? BATEMAN (Stumbling away from him) I've gotta...I've gotta...return some videotapes. CARRUTHERS Patrick? BATEMAN What? CARRUTHERS (Silently mouthing the words) I'll call you. Bateman storms out of the restaurant. INT. COURTNEY'S APARTMENT - NIGHT Bateman is lying on top of Courtney in her bed, after sex. Still panting, he rolls off her, onto his back. He

feels something lumpy underneath him and pulls out a stuffed toy, a black cat with blue jewel eyes. There is silence. COURTNEY Will you call me before Thanksgiving? BATEMAN Maybe. Courtney sighs and reaches for a bottle of pills on her nightstand, swallowing several. Bateman gets up and begins to dress, admiring himself in the mirror. Courtney watches the TV at low volume. COURTNEY What are you doing tonight? BATEMAN Dinner at the River Cafe. Au Bar afterwards, maybe. COURTNEY That's nice. BATEMAN You and...Luis? COURTNEY (Lighting a cigarette) We were supposed to have dinner at Tad and Maura's, but-you know how Luis is... BATEMAN I never knew you smoked. COURTNEY (Smiling sadly) You never noticed. Bateman is making final adjustments to his tie. COURTNEY Listen...Patrick. Can we talk? BATEMAN You look marvelous. There's nothing to say. You're going to marry Luis. Next week, no Less. COURTNEY (Sarcastically) Isn't that special? (A pause) Patrick? BATEMAN Yes, Courtney? C0URTNEY If I don't see you before Thanksgiving, have a nice one, okay? BATEMAN (Flatly) You too. Courtney picks up the black cat and starts petting its head. Bateman heads down the hallway to the front door. COURTNEY Patrick? BATEMAN Yes? COURTNEY Nothing. INT. NIGHTCLUB - NIGHT A big eighties nightclub with a mixed crowd: hip-hop kids, visitors from Jersey, downtown art people, yuppies. I Bateman makes his way through the crowd to the bar, and tries to attract the bartender's attention. He is wearing a suit and his tie is loosened. Kimball approaches him. KIMBALL Mr. Bateman? Bateman gasps and recovers. BATEMAN Detective Kendall...uh Campbell? KIMBALL Kimball. (Extending his hand) Call me Don. BATEMAN Don. KIMBALL So...you hang out here a lot? BATEMAN Uh, yes...I mean...whenever necessary. You know. Pause. BATEMAN How's the investigation going? Taken anyone in for "formal questioning?" (He makes quotation marks in the air and laughs a not-so-relaxed laugh) KIMBALL 0h no. Informal conversations, mostly. What's that, Stoli? BATEMAN Yeah. No Finlandia, as usual. Fucking dump. KIMBALL (Looking at his glass) Too true. You know, Bateman-people tend to reveal so much more about themselves when they're in a relaxed setting, don't you think? Bateman is nodding nervously, idiotically. KIMBALL Some people just can t help themselves. Another Stoli? Bateman shakes his head. KIMBALL I mean they want to get caught. BATEMAN Dan, great to see you again. Like I said, you need anything at all, I'm your man. I don't envy your job. I mean Owen was a...complex man. Bateman wanders away. He looks back uneasily at KIMBALL, who is watching him from the bar. A GUY WITH DREADLOCKS walks by. BATEMAN (Holding up his hand to high-five) Rasta Man! The man stares at him. BATEMAN I mean-Mon. We be jammin'... The man walks by, shaking his head. Bateman wanders into the next room, which is filled with a more familiar crowd: young men in designer suits, girls in black designer dresses. Across the room he spots McDermott and Price sitting with three models, all wearing black mini-dresses. Price and McDermott are having a whispered argument. PRICE I have to talk to these girls? They're models. McDERMOTT Someone has to get the Bolivian marching powder. You went last time. Stay here. McDermott waves gaily to the girls and disappears. Bateman looks at the models. DAISY and CARON are staring into space, smoking. LIBBY is trying to work out how to unfold her napkin. Price signals to Bateman for help. PRICE (Clapping his hands together) Let's have a conversation. So...it was hot out today, no? Silence. LIBBY Where did Craig go? PRICE Well, Gorbachev is downstairs. McDermott is going to sign a peace treaty with him between the United States and Russia. McDermott's the one behind glasnost, you know. LIBBY Well...yeah. But he told me he was in mergers and acquisitions. PRICE You're not confused, are you? LIBBY No, not really. CARON Gorbachev's not downstairs.

DAISY (Smiling) Are you Iying? PRICE Yes, Caron's right. Gorbachev's not downstairs. He's at Tunnel. BATEMAN (To Daisy) Ask me a question. DAISY So, what do you do? BATEMAN What do you think I do? DAISY A model? An actor? BATEMAN No. Flattering, but no. DAISY Well... BATEMAN I m into, well, murders and executions mostly. DAISY (Unfazed) Do you like it? BATEMAN Welt...it depends, why? DAISY Well, most guys I know who work in mergers and acquisitions don't really like it. Silence. BATEMAN So, where do you work out? MUCH LATER IN THE EVENING: The club is half-empty now. Price is leaning over a balcony, messed-up on drugs. Bateman comes up behind him in a menacing way that suggests he might push him over the railing. Price turns around, wild-eyed, just as Bateman is reaching for him. PRICE (Shouting) I'm leaving. I'm getting out. BATEMAN Leaving what? PRICE This. Bateman is confused, he thinks Price is referring to his drink. BATEMAN Don't, I'll drink it. PRICE (Screaming) Listen to me, Patrick. I'm leaving. BATEMAN Where to? Are you going to go get a gram? PRICE I'm leaving! I...am...leaving! BATEMAN Don't tell me...merchant banking? PRICE No, you dumb son of a bitch. I'm serious. I'm disappearing. BATEMAN (laughing) Where to? Morgan Stanley? Rehab? What? Price looks away. McDermott and Daisy walk up to them. McDERMOTT Hey-don't worry, be happy. Price lifts his arms up as if greeting the crowd and is shouting something that can't be heard, then PRICE Goodbye! Fuckheads! He climbs over the railing. DAISY What is he doing? BATEMAN Price! Come back! Price leaps from the balcony. He disappears for a moment then resurfaces and runs off into the crowd. EXT. CLUB - NIGHT Bateman and Daisy are waiting for a cab. DAISY My ex-boyfriend, Fiddler, who was in there, he plays in this band that just opened for U2-he couldn't understand what I was doing with a yuppie. BATEMAN Oh really? DAISY He said... (She laughs) He said you gave him bad vibes. BATEMAN That's...that's too bad. DAISY You think I'm dumb, don't you? BATEMAN What? DAISY You think I'm dumb. You think all models are dumb. BATEMAN (insincerely) No. I really don't. DAISY That's okay. I don't mind. There's something sweet about you. She takes his hand as they get into a cab. INT. DAISY'S HALLWAY - LATER THAT NIGHT Bateman leaves Daisy's apartment carrying a suitcase. He pauses in the hallway and tucks some long blonde hair back inside the case. INT. BATEMAN'S OFFICE - LATE AFTERNOON Bateman sits at his desk wearing Wayfarers doing the New York Times crossword puzzle at dusk. Jean knocks gently on the half-open door and walks in with a folder in her hand. Bateman ignores her. JEAN Doin' the crossword? Bateman nods without looking up. JEAN Need help? BATEMAN doesn't respond. We see that every space on the puzzle has been filled in with the words MEAT or BONE. Jean drops the folder on his desk and then walks out. BATEMAN Jean? JEAN (Re-enters office) Yes, Patrick? BATEMAN Would you like to accompany me to dinner? He erases one of the M's on the crossword puzzle. BATEMAN That is...if you're not doing anything. JEAN Oh no. I have no plans. BATEMAN (Lowering his Wayfarers) Well, isn't this a coincidence. A pause. BATEMAN Listen, where should we go? He leans back and pulls a Zagat's from the desk drawer. JEAN Anywhere you want? BATEMAN Let's not think about what I want. How about anywhere you want. JEAN Oh Patrick, I can't make this decision. BATEMAN No, come on. Anywhere you want. JEAN Oh, I can't. (Sighs) I don't know. BATEMAN Come on. Where do you want to go? Anywhere you want. Just say it. I can get us in anywhere. A long pause. JEAN What about...Dorsia? Bateman stops looking through the Zagat's guide and smiles at her. BATEMAN Soooo...Dorsia is where Jean wants to go... JEAN Oh, I don't know. No, we'll go anywhere you want. BATEMAN Dorsia is...fine. He dials the number. MAITRE D' Dorsia, yes? BATEMAN Yes, can you

take two tonight, oh, let's say at nine o'clock? He checks his Rolex and winks at Jean. MAITRE D' We are totally booked. BATEMAN Oh really? That's great. MAITRE D' I said we are totally booked. BATEMAN Two at nine? Perfect. MAITRE D' There are no tables available tonight. The waiting list is also totally booked. BATEMAN See you then. He hangs up the phone. He walks over to the coat rack. He glances over at Jean, who is still standing in front of the desk, confused. BATEMAN Yes? You're dressed...okay. JEAN You didn't give them a name. BATEMAN They know me. Pause. BATEMAN Why don't you meet me at my house at seven o'clock for drinks, okay? She turns to leave. BATEMAN And Jean? You'll want to change before we go out. INT. BATEMAN'S APARTMENT - EARLY EVENING Jean stands by the floor-to-ceiling windows, looking out. JEAN Patrick, it's so...elegant. What a wonderful view. Bateman opens up the freezer where Daisy's head is cleady visible. BATEMAN Jean? Sorbet? JEAN Thanks, Patrick. I'd love some. Bateman walks in with a bottle of wine and a corkscrew in his hand and hands her the sorbet. Jean is eating the sorbet. JEAN Want a bite? BATEMAN I'm on a diet. But thank you. JEAN You don't need to lose any weight. You're kidding, right? You look great. Very fit. BATEMAN (Weighing the corkscrew examining the point for sharpness) You can always he thinner. Look...better. JEAN Well, maybe we shouldn't go out to dinner. I don't want to ruin your willpower. BATEMAN No. It's all right. I'm not very good at controlling it anyway. Silence, as Bateman walks around his apartment, opens up his knife drawer, looking at the knives. BATEMAN So listen, what do you really want to do with your life? Pause. BATEMAN And don't tell me you enjoy working with children, okay? JEAN Well, I'd like to travel. And maybe go back to school, but I really don't know...I'm at a point in my life where there seems lo be a lot of possibilities, but I'm so... I don't know...unsure. Bateman is touching a knife in the drawer, feeling the edge of the blade. BATEMAN Do you have a boyfriend? JEAN No, not really. BATEMAN Interesting. JEAN (Shyly) Are you seeing anyone? I mean, seriously? BATEMAN Maybe. I don't know Not really. Bateman opens up a cupboard where there are a lot of very Bateman opens a cupboard where there are a lot of neatly ordered weapons - an ax, a rifle, a chain saw, duct tape, twine and a nail gun. BATEMAN Jean, do you feel...fulfilled? I mean, in your life? JEAN Well, I guess I do. For a long time I was too focused on my work, I think, but now I've really begun to think about changing myself, you know, developing, and...growing. BATEMAN Growing. I'm glad you said that. Bateman picks up the duct tape. BATEMAN Did you know that Ted Bundy's first dog, a collie, was named Lassie? Had you heard this? JEAN Who's Ted Bundy? BATEMAN Forget it. JEAN What's that? BATEMAN Oh. Uh, tape. Duct tape. I...need it for... taping something. Bateman goes back to the cupboard for the nail gun. JEAN Patrick, have you ever wanted to make someone happy? Jean puts her spoon down on the table. BATEMAN (Looking up from loading nails into the gun) What...No! Put it in the carton. JEAN Sorry. (She puts the spoon in the carton) BATEMAN Jean? What? JEAN Make someone happy-have you ever wanted to? From behind, we follow Bateman as he walks across the room and stands behind the couch. BATEMAN I'm looking for...I guess you could say I just want to have a meaningful relationship with someone special. JEAN Hmmmm. He points the nail gun at the back of Jean's head. The phone RINGS. Startled, Bateman hides the nail gun behind his back. The answering machine picks up. As Bateman listens he discreetly places the nail gun behind the couch. He sits down opposite Jean, enjoying her discomfort as she listens to the message. EVELYN Patrick I know you're there. Pick up the phone, you bad boy. What are you up to tonight? It's me. Don't try to hide. I hope you're

not out with some little number you picked up because you're my Mr. Bateman. My boy next door. Anyway you never called me and you said you would and I'll leave a message for Jean about this too to remind you but we're having dinner with Melania and Taylor-you know Melania, she went to Sweet Briar, auld Taylor, he went to Cornell-and we're meeting at the Cornell Club, so l'll call you tomorrow morning probably-bye, honey-oopps! You hate that. Bye Mr. Big Time CEO Patrick. Bye. Bye. Silence. Jean is obviously embarrassed and upset. JEAN Was that...Evelyn? Silence. JEAN Are you still seeing her? Silence. JEAN I'm sorry, I have no right to ask that. Silence. JEAN Do you want me to go? A long pause. BATEMAN Yes. I don t think I can...control myself. JEAN I know I should go. I know I have a tendency to get involved with unavailable men, and...I mean, do you want me to go? Another long pause. BATEMAN If you stay, I think something bad will happen. I think I might hurt you. (Almost hopefully) You don't want to get hurt, do you? JEAN No. No, I guess not. I don't want to get bruised. You're right, I should go. She gets up to leave. JEAN And don't forget you have a breakfast meeting with Frederick Bennet and Charles Rust at '21. BATEMAN Thanks. It slipped my mind completely. He sinks back on the sofa and shuts his eyes. INT. BATEMAN'S OFFICE - DAY Bateman enters P&P, walks up the corridor and pauses outside the door to his office. He sees KIMBALL in conversation with Jean, and Jean looking through her date book. He watches for a moment, frozen with anxiety. He then bursts in, shutting the door behind him. BATEMAN Kimball-I've been wanting to talk with you, Come into my office. Jean, great jacket. Matsuda? Jean looks flustered. Kimball follows Bateman into his office. KIMBALL I actually came to see Timothy Price, but he's taken a leave of absence. BATEMAN Yeah, gone into rehab. Shame. (Hopefully) Is he a suspect? KIMBALL Not really. A pause. KIMBALL Do you remember where you were on the night of Paul's disappearance? (He checks his notebook) Which was on the twentieth of December? BATEMAN God...I guess...I was probably returning videotapes. He opens his desk drawer and pretends to search through his diary. BATEMAN I had a date with a girl named Veronica. KIMBALL Wait. That's not what I've got. BATEMAN What? KIMBALL That's not the information I've received. BATEMAN Well...I...Wait...What information have you received? KIMBALL Let's see... (He flips through his notebook) That you were with- BATEMAN Well, I could he wrong. KIMBALL Well...When was the last time you were with Paul Owen? BATEMAN (Clearly nervous and under pressure) We had...gone to a new musical called...Oh Africa, Brave Africa. It was...a laugh riot...and that's about it. I think we had dinner at Orso's. No, Petaluma. No, Orso's. The...last time I physically saw him was...at an automated teller. I can't remember which...just one that was near, um, Nell's. Kimball is clearly giving up on Bateman for now. He opens his briefcase to put away his notebook. KIMBALL Well, thank you, Mr. Bateman. BATEMAN Patrick, please. I hope I've been informative. Long day-a bit scattered. KIMBALL Listen, I'm a little spent for now but how about lunch in a week or so when I've sorted out all this information? BATEMAN Great, yes, I'd like that. KIMBALL And if you could try and pin down where you were the night of Owen's disappearance, it would make my job a lot easier. BATEMAN Absolutely. I'm with you on that one. Kimball is rifling through his briefcase. He pulls out a new shrink wrapped CD and holds it up. KIMBALL Huey Lewis and the News. Great stuff. Heard it? I just bought it on my way here. Bateman stares at the CD - stunned, terrified. BATEMAN Never. I mean...I don't really like... singers. KIMBALL Not a big music fan, eh? BATEMAN No, I like music. Just-they're-Huey's too... black sounding. For me. KIMBALL Well, to each his own. So-lunch, Thursday? I'll

call your secretary about reservations. BATEMAN I'll be there. EXT. MEAT PACKING DISTRICT/INT. LIMOUSINE - NIGHT The same street corner where Bateman found Christie before. The limo is kept idling as he talks to her through a half-opened window. CHRISTIE I'm not so sure about this. I had to go to Emergency after last time... BATEMAN Oh this won't be anything like last time, I promise. CHRISTIE I don't think so. He hands her a $500 bill. BATEMAN Just come in the limo and talk to me for a minute. The driver's here, you'll be safe. Christie gets in hesitantly. BATEMAN Nothing like last time, promise. CHRISTIE Alright. He pours her a shot of vodka and makes her drink it. BATEMAN (Chatting as if they were at a cocktail party) So, you're looking great, how have you been? CHRISTIE (A little confused) Well, I actually might need a little surgery after last time. BATEMAN (Mock shock) Really? CHRISTIE My friend told me I should maybe even get a lawyer. BATEMAN Oh, lawyers are so complicated-don't do that. Here. He writes her a check for $I ,000 to cash and hands it to her. She snatches the check out of his hand and gets quickly out of the limo, walking hurriedly down the street. BATEMAN Bitch. He follows alongside her slowly in the limo, waving a huge wad of cash at her. She hesitates; he uses the money to lure her into the car. As she reluctantly gets into the limo, she reaches for the money. He snatches it away. BATEMAN Uh uh uh. Half now, half later. She takes the money and puts it inside her shirt. BATEMAN Okay, your name is Christie. We're meeting a friend of mine, Elizabeth. She'll be joining us in my new apartment shortly. You'll like her. She's a very nice girl. Don't say anything about yourself. Is that clear. Christie? Christie nods. INT. PAUL OWEN'S APARTMENT - NIGHT The living room: ELIZABETH has kicked off her shoes and flopped down on the couch underneath the Baselitz. Elizabeth is an attractive, dark-haired society girl who models occasionally. Christie is sitting on the couch opposite her, pretending to examine a CD. ELIZABETH You look really familiar. Did you you go to Dalton? Christie shakes her head. The kitchen: Bateman is grinding up tabs of Ecstasy and putting them in a bottle of wine. In the living room, Elizabeth is still staring at Christie as if she came from Mars. ELIZABETH I think I met you at Au Bar, didn't I ? With Spicey? Christie looks blank. ELIZABETH Well, maybe not with Spicey but it was definitely at Au Bar. Christie still blank. ELIZABETH You know, Au Bar? Christie shakes her head. ELIZABETH Anyway, Au Bar sucks now, it's terrible. I went to a birth day party there for Malcolm Forbes. Oh my God, please. Bateman enters carrying the bottle of wine and two glasses. Christie, who seems frightened, sips her wine and stares at the floor. There is an awkward silence. CHRISTIE This is nicer than your other apartment. BATEMAN (Offended that she prefers Owen's apartment) It's not that nice. Silence. CHRISTIE Where did you two meet? ELIZABETH Oh God! I met him at, oh God, the Kentucky Derby in '86-no, '87, and... (Turning to Patrick) You were hanging out with that bimbo Allison Poole. (Sarcastically) Hot number. BATEMAN What do you mean, she was a hot number. ELIZABETH If you had an American Express card she'd give you a blowjob. (To Christie) Listen, this girl worked in a tanning salon, need I say more?...What do you do? A long silence. Christie reddens and stares at the floor. BATEMAN She's my...cousin. ELIZABETH (Skeptically) Uh huh? BATEMAN She's from...France. A pause. Elizabeth looks at Bateman dubiously. ELIZABETH Where's your phone? I've got to call Harley. Bateman hands her a cordless phone. She dials, and stares At Christie while she waits for someone to answer. ELIZABETH Where do you summer? Southampton? Christie looks at Bateman and then back at Elizabeth. CHRISTIE No. ELIZABETH (Listening to the receiver) Oh God, it's his machine. BATEMAN Elizabeth, it's three in

the morning. ELIZABETH He's a goddamn drug dealer! These are his peak hours. BATEMAN Don't tell him you're here. ELIZABETH Why would I? Bateman has poured her another glass of wine. She downs the whole glass, making a face. ELIZABETH This tastes weird. (She examines the label and shrugs) Harley? It's me. I need your services. Translate that anyway you'd like. I'm at- BATEMAN (Whispering) You're at Paul Owen s. ELIZABETH Who? BATEMAN (Whispering) Paul Owen. ELIZABETH I want the number, idiot. (She waves him away and continues into the reciever) Anyway, I'm at Paul Norman's and I'll try you later and if I don't see you at Canal Bar tomorrow night I'm going to sic my hairdresser on you. She hangs up. ELIZABETH Did you know that guy who disappeared? Didn't he work at Pierce & Pierce, too? Was he a friend of yours? BATEMAN No. ELIZABETH Do you have any coke? Or Halcyon? I'd take a Halcyon. Bateman sits next to Elizabeth on the couch and pours her another glass of the drugged wine. BATEMAN Listen, I would just like to see...the two of you...get it on. What's wrong with that? It's totally disease-free. ELIZABETH (Laughing) Patrick, you re a lunatic. BATEMAN Come on. Don't you find Christie attractive? ELIZABETH Let's not get lewd. (Flirty) I'm in no mood to have a lewd conversation. BATEMAN Come on. I think it would be a turn-on. ELIZABETH (To Christie) Does he do this all the time? Christie shrugs. BATEMAN Christie, you're not drinking your wine. Christie looks at her wine and gingerly takes a sip. BATEMAN (To Elizabeth) Are you telling me you've never gotten it on with a girl? ELIZABETH No! I'm not a lesbian. Why do you think I'd be into that? BATEMAN Well, you went to Sarah Lawrence for one thing. ELIZABETH Those are Sarah Lawrence guys, Patrick. You're making me feel weird. LATER: Elizabeth is now writhing around on the couch and making out with Christie. Bateman holds up a Whitney Houston CD, showing them the picture of Whitney on the cover. BATEMAN Did you know that Whitney Houston's debut LP called simply Whitney Houston had four number-one singles on it? Did you know that, Christie? Whitney's voice leaps across so many boundaries and is so versatile-though she's mainly a jazz singer-that it's hard to take in the album on a first listening. ELIZABETH You actually listen to Whitney Houston? You actually have a Whitney Houston CD? More than one? She giggles, rolling off the sofa onto the floor. BATEMAN (Ignoring her) It's hard to choose a favorite track among so many great ones, but "The Greatest Love of All" is one of the best, most powerful songs ever written about self-preservation and dignity. It's universal message crosses all boundaries, and instills one with the hope that it's not too late to better ourselves. to act kinder. Since, Elizabeth, it's impossible in the world we live in to empathize with others, we can always empathize with ourselves. As he speaks, he opens the case and carefully places the CD in the player, admiring its pristine silver surface, and watches it slide into the machine. BATEMAN It's an important message, crucial, really, and it's beautifully stated on the album. INT. BEDROOM - LATER AN OUT-OF-FOCUS HOME VIDEO SHOT of Elizabeth, Christie and Bateman in the throes of sex, in the master bedroom. CUT BACK TO WIDE SHOT of the bedroom, partially blocked by the video camera in the foreground. Their bodies are an incoherent tangle of arms and legs. The only sounds are moans, heavy breathing and the slapping of flesh against flesh. CLOSE ON Christie's head and shoulders. Her eyes are shut as she grimly concentrates on giving a good professional performance, turning her head every so often to check the progress of her partners. OFFSCREEN WE HEAR Elizabeth panting in genuine pleasure, moaning loudly. Her voice gets louder and louder and then shifts to actual pain. Bateman rises up off the bed, suddenly appearing behind Christie. There is blood on his face. Christie turns her head and

sees him. She screams and leaps off the bed, running out of the room. She slams the mirrored door behind her, and as it swings shut for a split second we see Elizabeth writhing in pain on the bed. We follow Christie out of the room, panicking, screaming. Christie runs down a darkened hallway, frantically opening doors, looking for an escape. She hears the SOUND OF A CHAINSAW coming from the bedroom. She opens a closet. The closet lights up as she opens the door and sees two dead, women hanging inside. She screams, then claps a hand over her mouth. She stops and listens. THE DISTANT SOUND OF THE CHAINSAW. She backs away slowly, into another dark room, lit only by the light from a television set. Through the darkness she sees a head on the top of the TV and starts to whimper. She runs toward the nearest door. Finding herself in the main hallway, she begins to jog toward the front door, then runs. Bateman appears from nowhere, holding the chainsaw, spattered with blood. Christie screams and changes direction. Bateman leaps at her, bellowing. They run through the bedroom and into the bathroom. Christie trips over Elizabeth's body, which is half in the bathtub. Both are slipping on the floor, which is slick with blood. Christie falls, tries to get up. Bateman grabs her leg. He tries to bite it. She kicks him in the face and gets up, running toward the front door. He runs after her. BATEMAN Not the face, you bitch. Not the fucking face, you piece of bitch trash! Christie, screaming, makes it out the front door. Bateman runs after her. She runs down the hall screaming and banging on doors. She moves to the elevator, pounding hysterically on the buttons. She sees the stairwell and runs for it. Bateman sees this and runs after her, revving the chainsaw. She runs down the stairs, Bateman two flights behind her. He stops, leans over the railing to look at her, then aims the chainsaw at her and drops it. Christie SCREAMS OFFSCREEN, then is suddenly silent. FROM BATEMAN'S POV we see Christie's body sprawled facedown at the bottom of the stairwell. The chainsaw sticks out of her back like a sword. INT. CRAYONS - EARLY EVENING An insanely expensive restaurant with a childhood motif: paper tablecloths and jars of crayons for drawing, lots of primary colors, and a goldfish bowl on each table. Bateman is at a table with Evelyn. They are both drawing on the tablecloth. Bateman is drawing Christie with the chainsaw in her back. EVELYN I want a firm commitment. BATEMAN I think, Evelyn, that we've...lost touch. Evelyn waves to a couple across the room. EVELYN (Distracted) Why? What's wrong? BATEMAN (Speaking very carefully, measuring each word) My need to engage in homicidal behavior on a massive scale cannot be, um, corrected, but I have no other way to fulfill my needs. The woman across the room holds up her hand, displaying a new bracelet. Evelyn smiles and nods approvingly. BATEMAN We need to talk. EVELYN Talk about what, Patrick? What is there to talk about? BATEMAN It's over, Evelyn. It's all over EVELYN (Motioning to the waiter for water) Touchy, touchy. I'm sorry I brought the wedding up. Let's just avoid the issue, alright? Now, are we having coffee? BATEMAN I'm fucking serious. It's fucking over. Us. This is no joke. I don't think we should see each other anymore. EVELYN But your friends are my friends. My friends are your friends. I don't think it would work. (Reaching over to dab his face with a napkin) You have a little something on your upper lip. BATEMAN (Brushing her hand away) I know that your friends are my friends. I've thought about that. You can have them. Evelyn stares at him, suspicious and bewildered, a realization dawning. EVELYN You're really serious, aren't you? BATEMAN Yes, I am. EVELYN But what about the past? Our past? BATEMAN We never really shared one. EVELYN You're inhuman. BATEMAN I'm...in touch with humanity. Evelyn, I'm sorry. (He pauses, as if searching for the right words) You're just not terribly

important to me. Evelyn begins to cry. EVELYN No, no, no. BATEMAN I know my behavior is...erratic sometimes. She reaches desperately across the table and takes his hand. Bateman pulls his hand away. EVELYN (Sobbing) What do you want me to do, what is it you want? The occupants of nearby tables begin to stare. Bateman is becoming increasingly agitated and embarrassed. BATEMAN (Looking uncomfortably around the room) If you really want to do something for me, you can stop making this scene right now. EVELYN Oh God, I can't believe this. BATEMAN I'm leaving now. I've assessed the situation and I'm going. Evelyn makes an effort to compose herself. She blots the tears so they will not affect her make-up. EVELYN (Surprisingly calm) Where are you going? BATEMAN I'm just leaving. EVELYN But where? BATEMAN I have to return some videotapes. He rushes out of the room. EXT. TRIBECA STREET - EVENING Bateman wanders into misty Tribeca streets, sees a stray cat. BATEMAN Here kitty, kitty. The small mangy cat rubs against him. He picks it up and walks toward an ATM, holding the cat. He puts his card in the machine. The screen reads: FEED ME A STRAY CAT. Bateman begins to attempt to shove the kitten into the deposit slot with some difficulty. The kitten squeals. He takes a gun from out of his pocket and points it at the kitten. He doesn't notice the woman waiting behind him. WOMAN Oh my God! Stop that! What are you doing? Bateman wheels around and shoots her. She falls screaming to the floor. Responding to the gunshot, A POLICE CAR SIREN WAILS in the distance. Bateman breaks into a run. The police car screeches after him. COP CAR (O.S.) HALT STOP. PUT DOWN YOUR WEAPON. Bateman ducks down an alley. EXT. ALLEY - NIGHT A COP rushes toward him, seemingly from out of nowhere, and tackles him, trying to get the gun away from him. Bateman manages to shoot the cop in the face while both of them have their hands on the gun, then shoots him again. He reloads the gun. The sound of more COP CARS arriving. He runs out of the alley. EXT. STREET - NIGHT As he reaches the street, he finds A PHALANX OF POLICE CARS approaching. COP CAR Halt. Put down your weapon. The cops leap out and fire a warning shot in the air. Bateman shoots at them. The police return fire. Bateman ducks down behind a parked car and continues shooting wildly. A bullet hits the gas tank of one of the police cars. It catches fire and explodes. The flames light up the scene, illuminating the bodies of policemen both living and dead. NEW ANGLE: Bateman flees from the scene. The camera follows him as he runs along a row of Porsches, trying to open each one, setting off a cacophony of CAR ALARMS. THE SOUND OF POLICE SIRENS draws near. NEW ANGLE: He runs, panting, until he ends up in front of a tail, brilliantly lit office building. As he approaches, the lights in the building are going off floor by floor. INT. OFFICE BUILDING - NIGHT He rushes into the lobby, running for the elevator. NIGHT WATCHMAN Burning the midnight oil, Mr. Smith? You forgot to sign in. Bateman wheels around and shoots him. He runs toward the revolving doors. As he swings around in the doors, he notices a JANITOR who has witnessed the shooting. He revolves back into the lobby and shoots the janitor. NEW ANGLE: He runs out of the building and across the street to an identical office building, the one that houses Pierce & Pierce. INT. PIERCE & PIERCE LOBBY - NIGHT Bateman nods at the Pierce & Pierce NIGHT WATCHMAN and signs in. He breathes a sigh of relief as the elevator doors close behind him. INT. BATEMAN'S OFFICE - NIGHT Bateman stands looking out through the floor-length windows at a panoramic night view of the city and the river. Below him he sees a SWAT TEAM swarming over the roof of the opposite building. There are ambulances standing by, flares everywhere, distant sirens. Suddenly, THE SOUND OF A HELICOPTER draws near. Frightened, he drops to the floor behind his desk. Helicopter searchlights scan the

building, illuminating Bateman's office for a few moments with a blaze of light. He is crouched in one corner, half-sobbing, talking into the phone, as the searchlight keeps circling. BATEMAN Harold, it's Bateman. Patrick Bateman. You're my lawyer so I think you should know-I've killed a lot of people. Some escort girls, in an apartment uptown, some homeless people, maybe five or ten, an NYU girl I met in Central Park. I left her in a parking lot, near Dunkin' Donuts. I killed Bethany, my old girlfriend, with a nail gun. and a man, some old faggot with a dog. Last week I killed another girl with a chainsaw-I had to, she almost got away There was someone else there, maybe a model, I can't remember but she's dead too. And Paul Owen. I killed Paul Owen with an ax, in the face. His body is dissolving in a bathtub in Hell's Kitchen. I don't want to leave anything out here...I guess I've killed 20 people, maybe 40-I have tapes of a lot of it. Some of the girls have seen the tapes, I even... well, I ate some of their brains and I tried to cook a little. Tonight I just, well, I had to kill a lot of people and I'm not sure I 'm going to get away with it this time-I mean I guess I'm a pretty sick guy. So-if you get hack tomorrow, I may show up at Harry's Bar, so, you know, keep your eyes open. Bateman hangs up the phone. The helicopter searchlight circles back, briefly illuminating the room. The camera rises up over Bateman huddled in the corner, staring blankly at the sky. INT. SMITH AND WOLLENSKY RESTAURANT - DAY KIMBALL and Bateman are sitting at a corner table. KIMBALL (Very surprised) No hash browns? BATEMAN Not in the mood, I guess. KIMBALL But...everyone orders the hash browns here. I mean- it's-have you been here before? BATEMAN (Deliberately nonchalant) Yes, of course. The hash browns are delicious. I'm just...not... ordering them. KIMBALL (Looking at him like he's nuts) Suit yourself, I guess. Pause. KIMBALL So, the night he disappeared? Any new thoughts on what you did? BATEMAN I'm not really sure. I had a shower...and some sorbet? KIMBALL I think maybe you've got your dates mixed up. BATEMAN But how? Where do you place Paul that night? KIMBALL According to his date book, and this was verified by his secretary, he had dinner with...Marcus Halberstam. BATEMAN And? KIMBALL I've questioned him. BATEMAN Marcus? KIMBALL Yes. And he denies it. Though at first he couldn't be sure. BATEMAN But Marcus denied it? KIMBALL Yes. BATEMAN Well, does Marcus have an alibi? KIMBALL Yes. A pause. BATEMAN He does? You're sure? KIMBALL (smiling) I checked it out. It's clean. BATEMAN Oh. KIMBALL Now where were you? (He laughs) BATEMAN (Laughing with him) Where was Marcus? KIMBALL He wasn't with Paul Owen. BATEMAN So who was he with? KIMBALL He was at Atlantis with Craig McDermott, Frederick Dibble, Harry Newman, George Butner and – (He pauses, Then looks up) - you. A moment of stunned silence. BATEMAN Oh, right. Of course...We had wanted Paul Owen to come. But he said he had plans...I guess I had dinner with Victoria...the following night. KIMBALL Personally I think the guy went a little nutso. Split town for a while. Maybe he did go to London. Sightseeing. Drinking. Whatever. Anyway, I'm pretty sure he'll turn up sooner or later. (A pause) I mean, to think that one of his friends killed him, for no reason whatsoever would be too ridiculous. Isn't that right, Patrick? McDermott stops by the table. McDERMOTT KIMBALL! How's the investigation? Talking to Bateman? Don't believe a word he says. (Laughs uproariously slapping him on the back) Bateman, what's wrong with ,you? Bateman looks at him in silence, panicking. McDERMOTT You can't eat at Smith and Wollensky without ordering the hash browns. Jesus, Bateman, you're a raving maniac. Been at Pierce & Pierce too long. (He wanders off muttering) No fucking hash browns... INT. PAUL OWEN'S APARTMENT BUILDING - DAY Bateman walks into the lobby of Paul Owen's

building. He has a surgical mask in one hand. DOORMAN What can I do for you, sir? BATEMAN 20B. DOORMAN Of course. Mrs. Wolfe is up there right now. BATEMAN Mrs. Wolfe? DOORMAN The real estate agent? You do have an appointment, don't you? Bateman steps out of the elevator and walks cautiously down the hallway. Owen's door is open. The apartment is freshly painted and has been immaculately redecorated in English country-house style: overstuffed sofas, lots of chintz. There are flowers everywhere, and a YOUNG YUPPIE COUPLE stands admiring the place talkingto the realtor, MRS. WOLFE. Bateman wanders down the hallway, looking for familiar signs. He stops at the closet where we last saw two dead girls hanging. He opens the door and the light switches on, but it is empty. Mrs. Wolfe approaches, smiling. MRS. WOLFE Are you my two o'clock? BATEMAN No. Mrs. Wolfe eyes him strangely, then looks down at the surgical mash clutched in his hand. Her expression changes. MRS. WOLFE Can I help you? BATEMAN I'm looking for...Paul Owen's...place. She stares at him impassively. BATEMAN Doesn't he live here? MRS. WOLFE No, he doesn't. BATEMAN Are you sure? MRS. WOLFE You saw the ad in the Times? BATEMAN No. Yes. I mean yes, I did. In the Times. But... doesn't Paul Owen still live here? MRS. WOLFE There was no ad in the Times. Bateman is shaking as they continue to stare at each other. MRS. WOLFE I think you should go now. BATEMAN But I think...I want to know what happened here. MRS. WOLFE Don't make any trouble. Please. I suggest you go. Bateman backs away slowly. MRS. WOLFE Don't come back. BATEMAN I won't...don't worry. Mrs. Wolfe glares at him as he walks down the hall, rattled, and gets into the elevator. EXT. DEPARTMENT STORE - DAY Bateman enters the revolving door of an office building, panicking and breathing heavily. He is sweating, his hair is wild, and he looks deranged. He goes around the revolving door twice and comes out onto the street again, where he bumps smack into a GUY just like him. GUY Hey, Kinsley. Bateman looks up at him wild-eyed. GUY See you at Fluties, okay? The guy walks away, utterly unfazed. Bateman wanders down the street, banging his briefcase against walls, garbage cans, etc. EXT. MIDTOWN PHONE BOOTH - DAY Bateman searches his pockets for pills. He finds three different pills and swallows them. He's sweating, and takes his jacket off to wipe his face, dialing a number. JEAN (O.S.) Patrick Bateman's office. BATEMAN Jean? Hello? Jean? JEAN (O.S.) Patrick? Is that you? BATEMAN Hello? Jean, I need help! JEAN (O.S.) Where are you? BATEMAN Jean-I'm not- JEAN (O.S.) Craig McDermott called. He wants to meet you and David Van Patten and Tim Price at Harry's for drinks. BATEMAN Oh God, what did you say, you dumb bitch? JEAN (O.S.) Patrick? I can't hear you. BATEMAN What are I doing? JEAN (O.S.) Where are you? Patrick, what's wrong? BATEMAN I don't think I'm gonna make it, Jean. Pause. BATEMAN ...to the office this afternoon. JEAN (O.S.) Why? BATEMAN (Screaming) Just...say...no! JEAN (O.S.) What is it, Patrick? Are you alright? BATEMAN Stop sounding so Fucking sad! Jesus! He hangs up. He throws the Walkman which is around his neck into a nearby trash can, and wipes his face with his jacket. INT. BATEMAN'S OFFICE- SAME DAY Jean sits at Bateman's desk. She looks around, and then opens his desk drawer and tentatively begins to search through it. INT. HARRY'S BAR - EVENING Bateman comes into the bar, a little cleaned up from the previous scene (he's smoothed his hair), but still panicking and disheveled. He spots his friends in a corner, sits down, still breathing heavily. Price is on his cell-phone, trying to get reservations. McDERMOTT Bateman, you're looking a little wild-eyed rough day at the office? They all laugh. McDERMOTT Hey, look-Price is back. And he's drinking Perrier. He s a changed man. Except...he still can't get a reservation to save his life. Bateman sits down silently.

McDERMOTT Why don't you try I 50 Wooster? Just fucking call them. BATEMAN (On automatic) I'm not going anywhere unless we have a reservation. VAN PATTEN Le Cirque, Flamingo East, Oyster Bar, come on, faggots-just get a res. PRICE Keep your shirt on. Maybe lose the suspenders. Bateman spots HAROLD CARNES at the bar, tenses. BATEMAN (He downs his drink) Excuse me, gentlemen. Right back. He approaches Carnes cautiously. CARNES Face it-the Japanese will own most of this country by the end of the '90s. Bateman approaches, trying to act casual. BATEMAN Shut up, Carnes, they will not. Carnes is surprised, turns around, looks vaguely confused. BATEMAN So, Harold, did you get my message? Carnes lights a cigarette, stalling. Then laughs. CARNES Jesus, Davis. Yes. That was hilarious. That was you, wasn't it? BATEMAN (Waving smoke out of his face) Yes, naturally. CARNES Bateman killing Owen and the escort girls? Oh that s fabulous. That's rich... Pause CARNES It was a pretty long message, wasn't it? BATEMAN What exactly do you mean? CARNES The message you left. Carnes is distracted, waving at people. CARNES By the way Davis, how is Cynthia? You're still seeing her, right? BATEMAN But wait, Harold, what do you mean? Carnes isn't really listening. CARNES Excuse me. Nothing. Good to see you. Is that Edward Towers? He turns to go. BATEMAN Carnes? Wait. CARNES (Sighing) Davis. I'm not one to bad-mouth anyone, your joke was amusing. But come on, man, you had one fatal flaw: Bateman's such a dork, such a boring, spineless lightweight, that I couldn't fully appreciate it. I wasn't fooled for a second. Now, if you'd said Price, or McDermott...Otherwise, it was amusing. Now, let's have lunch or dinner or something. Hilarious, Davis. A killer. BATEMAN What are you talking about? Bateman is what? CARNES Oh Christ. He can barely pick up an escort girl, let alone...what was it you said he did to her? Carnes looks around the club, raises his glass to a passing couple. He laughs politely. CARNES Now, if you'll excuse me, I really must... BATEMAN (Desperate, shouting) Wait. Stop. You don't seem to understand. You're not really comprehending any of this. I killed him. I did it, Carnes. I'm Patrick Bateman. I chopped Owen's fucking head off. I tortured dozens of girls. The whole message I left on your machine was true. CARNES Excuse me. I really must he going. BATEMAN No! Listen, don't you know who I am? I'm not Davis, I'm Patrick Bateman! I talk to you on the phone all the time! Don't you recognize me? You're my lawyer. Carnes stares at him in confusion and annoyance. BATEMAN Now, Carnes, listen to me. Listen very, very carefully. I killed Paul Owen and I liked it. I can't make myself any clearer CARNES But that's simply not possible. And I don't find this funny anymore. BATEMAN It never was supposed to he! Why isn't it possible? CARNES (Eyeing Bateman worriedly) It's just not. BATEMAN Why not, you stupid bastard? Carnes stares at him. CARNES Because I had dinner with Paul Owen twice in London...just ten days ago. BATEMAN No, you...didn't? CARNES Now, if you'll excuse me. Bateman returns back to his friends' table, in a daze. They are all looking at the television, where Ronald Reagan is giving a speech about Iran Contra. They are halfheartedly arguing about whether or not he's lying. PRICE How can he lie like that? How can he pull that shit? VAN PATTEN What shit? Now where do we have reservations at? I mean I'm not really hungry, but I would like to have reservations somewhere. PRICE (To Bateman) I don't believe it. He looks so...normal. He seems so... out of it. So...undangerous. McDERMOTT He is totally harmless you geek. Was totally harmless. Just like you are totally harmless. But he did do all that shit and you have failed lo get us into I 50, so, you know, what can I say? PRICE I just don't see how someone, anyone, can appear that way and yet be involved in such total shit. How can you be so fucking, I don't know, cool

about it? VAN PATTEN Some guys are just born cool, I guess. Bateman laughs at this. Price shoots him a look. PRICE And Bateman, what are YOU SO fucking zany about? BATEMAN I'm just a happy camper. Rockin' and a-rollin'. VAN PATTEN (To Price) Rehab's done wonders for you, pal. Working for UNICEF now? McDERMOTT Do you want another Perrier Timothy? Some seltzer water? PRICE Oh brother look-he presents himself as a harmless Old codger. But inside... Pause. PRICE But inside... The SOUNDS OF THE BAR FADE AWAY and we hear Bateman's thoughts: BATEMAN (V.O.) But inside doesn't matter... THE SOUNDS OF THE BAR RETURN. McDERMOTT (Bored) Inside? Yes, inside? Believe it or not, Price we're actually listening to you. PRICE Bateman? Come on, what do you think? Bateman looks up and smiles at Price. Then shrugs. BATEMAN Whatever. The conversation breaks up as Van Patten takes out his phone. VAN PATTEN Whose moronic idea was it to drink dry beers? I need a Scotch. The sounds of the bar fade down. The following voiceover runs over images of Bateman and his friends ordering drinks, talking on portable phones, talking, laughing - combined with images of other very similar young men at other tables drinking, talking on portable phones, talking, laughing, BATEMAN (V.O.) There are no more barriers to cross. All I have in common with the uncontrollable and the insane, the vicious and the evil, all the mayhem I have caused and my utter indifference toward it, I have now surpassed... INT. BATEMAN'S OFFICE - DAY Jean is alone in Bateman's office, looking through his diary. We see the pages that she is looking at. They are filled with doodles of mutilated women and their names...Jean looks lost and frightened, and begins to cry. BATEMAN (V.O.) My pain is constant and sharp and I do not hope for a better world for anyone. I fact I want my pain to be inflicted on others. I want no escape. INT. HARRY'S BAR - EARLY EVENING As the film ends the camera moves CLOSE on Bateman. He is leaning back in his leather armchair, drinking a double Scotch, his eyes blank. BATEMAN (V.O.) But even after admitting this, there is no catharsis. I gain no deeper knowledge about myself, no new knowledge can be extracted from my telling. There has been no reason for me to tell you any of this. This confession has meant nothing... The camera moves up to a sign on the wall behind him: "THIS IS NOT AN EXIT." CREDITS ROLL

Austin Powers International Man of Mystery By Mike Myers FINAL DRAFT - 5/24/96 PINK REVISION - 5/17/96 BLUE REVISION - 7/12/96 YELLOW REVISION - 7/17/96 1 EXT. LAS VEGAS (STOCK FOTTAGE) - NIGHT GRAPHIC: 1967 - SOMEWHERE IN NEVADA It is set against the obvious skyline of Las Vegas. 2 INT. DR. EVIL'S PRIVATE QUARTERS - DAY The lair is 1960's high-tech. We see a huge oversized conference table with six scary-looking EVIL ASSOCIATES, including a Latin American REVOLUTIONARY in a field jacket and turtleneck, TWIN NORDIC DOCTORS, and a METER MAID. ANGLE ON: A RING WITH DR. EVIL'S INSIGNIA ON IT. The ringed hand is stroking a WHITE FLUFFY CAT. DR. EVIL (face always unseen) Gentlemen, are we all here? Good. As you know, my plot to high-jack nuclear weapons and hold the world hostage has failed. Again. This organization will not tolerate failure. He presses a button. The Revolutionary, the twin Nordic doctors, and the meter maid's chairs tip back and fall into a pit. Their chairs return empty and smoking. DR. EVIL Mustafa... ANGLE ON: MUSTAFA, an Arab with a red Fez. DR. EVIL Frau Farbissina... ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform. DR. EVIL I spared your lives because I need you to help me rid the world of the only man who can stop me now. We must go to London. I've set a trap for Austin Powers! 2A EXT. CARNABY STREET - DAY MUSIC: Soul Bossanova by QUINCY JONES. We start on a pair of BEATLE BOOTS and peg-top crushed velvet pants walking down the street in rhythm, à la Saturday Night Fever. We pan up to reveal AUSTIN POWERS, International Man of Mystery. He's a swinger, with medium-length Mod hair and sideburns and he wears National Health Services glasses. Austin walks along Carnaby Street taking photographs. It is that perpetual bright sunny day you see in Sixties movies. Austin, bursting with life, gives a two-handed handshake to a MOD FREAK, who's just gotten off a red double-decker bus. Austin salutes a strolling BOBBY, then comes across TWO BEAUTIFUL MOD GIRLS who are excited to see him. They all start to twist to the music, including the Bobby. FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD (PRODUCTION NOTE: ALL TITLE CARDS WILL BE DONE IN TECHNICOLOR FREEZE FRAMES À LA SWEET CHARITY.) In the middle of the street, THREE MODELS wait impatiently to be photographed in a makeshift photo shoot area. One wears a short-skirted Stewardess outfit. One wears a metallic silver pantsuit with matching cowl. The other wears a see-through Mary Quant dress. AUSTIN (taking photos) Alright, luv! Love it! Turn...pout for me baby. Smashing! We see that AUSTIN HAS VERY BAD ENGLISH TEETH. The model in the stewardess outfit foes on all fours. AUSTIN Crazy baby. Give me some shoulder. Yes! Yes! Yes! (beat) No. No. Show me love. Yes! And...done. Here you go, luv. I'm spent. Austin throws the camera in the air behind him. An ASSISTANT

scrambles and catches it before it hits the ground. AUSTIN Get these off to Fab Magazine right away. SUPERMODEL 1 Austin, you've really outdone yourself this time. AUSTIN Thanks, baby. SUPERMODEL 2 (suggestively) We could have another photo session back at my flat. AUSTIN (coyly) Oh, behave! SUPERMODEL 3 Austin, I love you! AUSTIN So many women, so little time. A gaggle of MOD GIRLS come towards the shoot site. They recognize Austin and SCREAM hysterically. MOD GIRL 1 It's Austin Powers! Austin runs away. The mob chases after him a la Hard Day's Night. 2C EXT. CARNABY STREET Two BAD GUYS attack Austin. He JUDO CHOPS them. AUSTIN Judo chop! Judo chop! The mob of girls catches up to Austin and he runs away. 2D EXT. PHONE BOOTH Austin's in a phone booth with his back turned. The mob runs by. He steps out, disguised only by a beard. 2E EXT. GUARD STATION - LONDON - DAY Austin is jiving down the street and comes across a stoned-face red-coated BUCKINGHAM PALAM GUARD standing at attention just outside his guard box. Austin mugs for the guard, trying to get him to crack up, but to no avail. Finally, he pulls a big sixties FLOWER from behind the guard's head and presents it to him. They both crack up. 2G EXT. PHOTO BOOTH The girls run by a Sixties-era photo booth with somebody inside. Austin steps out. 2H ANGLE ON THE FILM STRIP Panels 1-3 show Austin with various exotic MODELS. The fourth panel shows Austin with the QUEEN. 2J EXT. CARNABY STREET Austin spots a VERY PREGNANT HIPPY GIRL with a placard that says "PROTEST!" in a funky font. AUSTIN You might want to protest a bit louder next time, luv. The both laugh. 2L FULL SCREEN INSERT - AUSTIN'S PASSPORT The passport opens. We see Austin's dour photo. Then he gives an insane grin, showing his bad teeth. The page flips and we see visa stamps from all the exotic places he's been. 2Q EXT. CARNABY STREET - DAY Austin flips a coin into a BLIND MAN's cup. The blind man, obviously sighted, moves the cup to catch the coin. Austin wags his finger in a "oh, you" fashion, and then proceeds to knee him the balls. 2R EXT. CARNABY STREET - DAY Austin is being chased around the corner by a GAGGLE OF SCHOOLGIRLS. After a moment, Austin returns from around the corner with a baton, followed by a MARCHING BAND. The schoolgirls pick up his trail again and he begins to run. A 1967 Jaguar XKE convertible, which is decorated with a large Union Jack, pulls beside Austin. He jumps over the door into the moving convertible, racing off just ahead of the crowd. 4 EXT./INT. JAGUAR - STREETS OF LONDON - DAY The driver of the Jag is Austin's associate, MRS. KENSINGTON, a beautiful woman in her thirties. They drive against obvious REAR PROJECTION of 1960's London. AUSTIN Hello, Mrs. Kensington. MRS. KENSINGTON Hello, Austin Just then, a FLASHING RED LIGHT goes off and we hear a distinctive PHONE RING. MRS. KENSINGTON That'll be Basil Exposition, Chief of British Intelligence. The glove compartment revolves to reveal a picture phone. ANGLE ON: PICTURE PHONE SCREEN. We see BASIL EXPOSITION a distinguished older man. A desk plate reads: "Basil Exposition, Chief of British Intelligence."

BASIL EXPOSITION (on picture phone) Hello, Austin. This is Basil Exposition, Chief of British Intelligence. You're Austin Powers, International Man of Mystery, and you're with Agent Mrs. Kensington. The year is 1967, and you're talking on a picture phone. AUSTIN We know all that, Exposition. BASIL EXPOSITION I just wanted to be extremely clear so that everyone knows what's going on at any given time. We've just received word that Dr. Evil, the ultimate square, is planning to take over the world. AUSTIN Dr. Evil? I thought I put him in jail for good. BASIL EXPOSITION I'm afraid not. Earlier this week, Dr. Evil escaped from Zedel Edel Prison in Baaden Baaden and now he's planning a trap for you tonight at the Electric Psychedelic Pussycat Swinger's Club in Picadilly Circus here in swinging London. A panel revolves to reveal a map of London with lights showing Austin's position and the location of the club. AUSTIN Just where you'd never think to look for him. We'll be there. BASIL EXPOSITION Good luck, Austin. AUSTIN Thank you. BASIL EXPOSITION Oh, and Austin&emdash; AUSTIN Yes? BASIL EXPOSITION (pause) Be careful. AUSTIN Thank you. (to Mrs. Kensington) Let's go, baby! 5 EXT. STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT On top of one building is a three-story high BOB'S BIG BOY figure. 6 EXT. ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT The Jaguar pulls up in front of the swinging nightclub. Mrs. Kensington steps out of the car, dressed in a tight leather fightsuit. She looks fabulous. 7 INT. ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB It's a swinging club. FREAKS abound. In one corner, there is a PRESS CONFERENCE in progress. MICK JAGGER Hey Austin Powers, it's me, Mick Jagger. AUSTIN Hey, Mick! MICK JAGGER Are you more satisfied now sexually, Austin? AUSTIN Well, you can't always get what you want. MICK JAGGER (thinking) "You can't always get what you want!" That's a great title for a song! I'm gonna write that, and it'll be a big hit. AUSTIN Good on ya, man. MICK JAGGER Groovy! 8 FULL SCREEN INSERT A vinyl 45 of "You Can't Always Get What You Want." 9 FULL SCREEN INSERT - BILLBOARD CHART "You Can't Always Get What You Want" at Number One. 9A INT. ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB In one corner ANDY WARHOL sits in front of his multi-colored Elvis (or equivalent). He body paints a butterfly on the thigh of a MOD GIRL wearing a metallic miniskirt outfit. ANDY WARHOL Austin Powers? Hi, I'm Andy Warhol. AUSTIN Hey, how are you? ANDY WARHOL Hungry. AUSTIN Here, have this can of

Campbell's Tomato Soup. Austin hands Andy a can of soup. ANDY WARHOL I'm going to paint this can of soup and become famous and not give you any credit for it. AUSTIN If you can become famous, everyone will have their fifteen minutes of fame, man. ANDY WARHOL "Fifteen minutes of fame?" I'm going to use that quote and not give you any credit for that, either. AUSTIN Smashing! 9B FULL SCREEN INSERT Andy Warhol's famous Soup Can painting. 10 INT. ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB HER MAJESTY, THE QUEEN is giving Austin a Victoria's Cross like the Lyndon Johnson scene in Forrest Gump. Behind them, are two COLDSTREAM GUARDS and the DUKE OF EDINBURGH. QUEEN Austin Powers, Britain owes you a debt of gratitude. Austin gives a cheeky look to Mrs. Kensington. QUEEN I understand you were wounded. Where were you hit? AUSTIN In the but-tocks. QUEEN That must be a sight. I'd kind of like to see that. Austin turns around, drops his pants, and shows his wounded bum (matching Gump's) to the queen. The queen walks away. QUEEN (laughing) Nice buttocks. In the line-up we also see FOREST GUMP. He has to pee very badly. MRS. KENSINGTON We've got to find Dr. Evil! AUSTIN Wait, I've got an idea. He PUNCHES a PRETTY MOD GIRL in the face, knocking her out cold. EVERYONE Ohhh! MRS. KENSINGTON Austin, why in God's name did you strike that woman? AUSTIN That ain't no woman! It's a man, man. It's one of Dr. Evil's assassins. Austin pulls off the mod girl's wig. She is a MALE ASSASSIN. The assassin comes to and leaps to his feet. Mrs. Kensington knocks his feet from under him. The assassin hits the ground and pulls out a dagger. Mrs. Kensington kicks the knife out of his hand and Austin gets him in a head-lock from behind. AUSTIN Where's Doctor Evil? ANGLE ON: A FINGER WITH DR. EVIL'S INSIGNIA ON IT. The finger pulls the trigger of a spear gun. The assassin falls forward. A spear protrudes from his back. Austin sees Dr. Evil as he runs through a door. They give chase. 11 INT. CLUB - BACK ROOM They enter. Dr. Evil climbs into an egg chair. AUSTIN I've got you again, Dr. Evil! The chair fills with a WHITE MIST. DR. EVIL (unseen, through mist) Not this time. Come, Mr. Bigglesworth! (calling out) See you in the future, Mr. Powers! Before the doors close, the white CAT jumps in the egg chair. A sign on the egg reads "CRYOGENIC FREEZING BEGINNING." MRS. KENSINGTON My God! He's freezing himself. Austin begins FIRING at the egg chair. The ceiling opens up and the egg rises through the opening. Everything begins to RUMBLE. Rocket exhaust pours out of the ceiling. 12 EXT. ROOF - NIGHT The Bob's Big Boy rocket begins to LIFT OFF. 12A EXT. CLUB - SIDEWALK - NIGHT PEOPLE outside the club react to the rocket. 13 EXT. EARTH FROM SPACE The Bob's Big Boy rocket leaves the atmosphere. Mr. Bigglesworth is pressed to the window like one of those stuffed Garfields. DR. EVIL (VO) (shivering) I'll be back, Mr. Powers, when free love is dead, and greed and avarice once again rule the world. 15 EXT. NORAD - COLORADO SPRINGS, COLORADO GRAPHIC: 1997

- NORAD - COLORADO SPRINGS THIS SCENE IS SHOT IN THE MULTIPLE SPLIT SCREEN STYLE, LIKE THE THOMAS CROWN AFFAIR: 16 FULL SCREEN - INT. NORAD TRACKING ROOM A BLIP appears on the radar screen. RADAR OPERATOR (on phone) Commander Gilmour? 17 SPLIT SCREEN 2 - INT. COMMANDER GILMOUR'S OFFICE COMMANDER GILMOUR, a distinguished man in his fifties. RADAR OPERATOR (on phone) Commander, this is Slater in SoWest Com Three. We have a potential bogey with erratic vectoring and an unorthodox entry angle. COMMANDER GILMOUR (on phone) Is it one of ours? RADAR OPERATOR No. Log Com Bird Twelve says its metalurg recon analysis is a standard alloy, not stealthy, not carbon-composite. (pause) It does have an odd shape, sir. COMMANDER GILMOUR What are you saying, son? RADAR OPERATOR It appears to be in the shape of Bob's Big Boy, sir. 18 SCREEN 3 - THE BOB'S BIG BOY ROCKET The rocket is dirty and battered from thirty years in space. COMMANDER GILMOUR Oh my God, he's back. DRAMATIC STING RADAR OPERATOR In many ways, Bob's Big Boy never left, sir. He's always offered the same high quality meals at competitive prices. COMMANDER GILMOUR Shut up. RADAR OPERATOR Should we scramble TacHQ for an intercept? COMMANDER GILMOUR What's its current position? 19 SCREEN 4 - A RADAR MAP OF NEVADA On the radar screen it says "NEVADA." RADAR SCREEN It was over Nevada, but...oh my God! It's gone! COMMANDER GILMOUR Listen son, I want you to forget what you saw here tonight. RADAR OPERATOR Commander, I have to log it&emdash; COMMANDER GILMOUR That's a direct order. You didn't see a thing! He hangs up and picks up another phone. COMMANDER GILMOUR (into phone) Philips. 20 SCREEN 5 - SERGEANT PHILIPS AT HIS DESK SERGEANT PHILIPS picks up the phone. COMMANDER GILMOUR Call the President 21 SCREEN 6 - THE WHITE HOUSE COMMANDER GILMOUR Prepare the jet... 22 SCREEN 7 - AN AIR FORCE JET ON A RUNWAY COMMANDER GILMOUR Get my overnight bag. 23 SCREEN 8 - AN OVERNIGHT BAG COMMANDER GILMOUR Philips, do me a favor and feed my fish. 24 SCREEN 9 - FISH IN A TANK A hand enters and sprinkles fish food. COMMANDER GILMOUR Not too much! The hand re-enters and scoops up some of the fish food. COMMANDER GILMOUR I'm going to London, England. 26 EXT. MINISTRY OF DEFENSE - LONDON, ENGLAND GRAPHIC: LONDON, ENGLAND - MINISTRY OF DEFENSE MUSIC: "Rule Britannia" 26A INT. M.O.D. - HALLWAY (OUTSIDE CRYOGENIC STORAGE FACILITY) Basil Exposition (now aged 30 years), Command Gilmour, and NICOLAI BORSCHEVSKY, a Russian General, put on extreme-weather gear over their uniforms. BASIL EXPOSITION As you know, gentlemen, Dr. Evil had himself frozen in 1967. Soon after, Austin Powers volunteered to have himself frozen, in the event Dr. Evil should ever return. We believe Dr. Evil has begun yet another plot to take over the world. And that, gentlemen,

is why we're here. COMMAND GILMOUR Outstanding re-cap, Exposition. Command Gilmour opens a vault door. COLD MIST escapes. 27 INT. M.O.D. - CRYOGENIC STORAGE FACILITY They pass a row of cryogenic holding berths, each containing a naked PERSON in suspended animation, a la Demolition Man. They pass GARY COLEMAN, EVEL KNIEVAL (with cape), and VANILLA ICE, all in suspended animation. They pass a now-empty berth with a plate that reads "JOHN TRAVOLTA." BORSCHEVSKY Who is this Austin Powers? Is he a British operative? BASIL EXPOSITION No, he worked freelance, an internationally renowned swinging photographer by day and the ultimate gentlemen spy by night. Finally, they come across Austin Powers: He is naked. His hands cover up his private parts. The look on his face suggests 'Oh my God, my bits and pieces are cold'. His glasses are frosted over. He is very hairy. FEMALE ANNOUNCER (on PA) Attention, Stage One, laser cutting beginning. Lasers begin to cut Austin out of the ice in one huge cube. FEMALE ANNOUNCER (on PA) Laser cutting complete. Stage Two, warm liquid goo phase beginning. A ROBOTIC ARM lifts the cube out of the berth and places it into a high-tech melting vat of warm liquid GOO. FEMALE ANNOUNCER (on PA) Warm liquid goo phases complete. Stage Three, reanimation beginning. Austin comes to life out of the goo on a draining platform. FEMALE ANNOUNCER (on PA) Reanimation complete. Stage Four, cleansing beginning. 27A INT. EXAMINATION AREA Technicians lead a half-asleep Austin to a screened area, where only his feet and head are visible. He's washed off with a series of hot-water jets. FEMALE ANNOUNCER (on PA) Cleansing complete. Stage Five, evacuation beginning. He's given futuristic inoculations and then led to a screened-in toilet area. We can hear the sound of PEE ENTERING THE BOWL. He PEES for a while, then a little longer. And then EVEN LONGER STILL. The stream seems to be subsiding...then begins STRONGER than ever. He is still PEEING. Finally, it STOPS. FEMALE ANNOUNCER (PA) Evacuation com... He begins PEEING again. A little LONGER. Then in short staccato BURSTS. The it STOPS. Pause. Two DRIPS. FEMALE ANNOUNCER (PA) Evacuation... (waiting) Complete! The cryogenic state of Austin Powers is now completed. Austin lies in a bed tilted up in an extreme angle à la Dr. Frankenstein's lab. NURSE TECHNICIANS administer injections and monitor electrodes, IV's, and other biological sensors. AUSTIN (weakly) Where am I? BASIL EXPOSITION You're in the Ministry of Defense. It's 1997. You've been cryogenically frozen for thirty years. AUSTIN (shouting) WHO ARE THESE PEOPLE? BASIL EXPOSITION The shouting is a temporary side-effect of the unfreezing process. AUSTIN Yes, I'm having trouble controlling&emdash; (shouting) THE VOLUME OF MY VOICE! BASIL EXPOSITION You might also experience a slight fever, dry mouth, and flatulence at moments of extreme relaxation. Austin, this is Commander Gilmour, Strategic Command, and General Borschevsky, Russian Intelligence. AUSTIN

Russian Intelligence? Are you mad? BASIL EXPOSITION A lot's happened since you were frozen, Austin. The cold war's over. AUSTIN Thank God. Those capitalist dogs will finally pay for their crimes against the people, hey Comrades? BASIL EXPOSITION We won, Austin. AUSTIN Groovy. Smashing! Good on ya! (to Gilmour) Nice tie. Yea capitalism! COMMANDER GILMOUR Mr. Powers, the President's very concerned. We've got a madman on the loose in Nevada. BASIL EXPOSITION It's Dr. Evil. AUSTIN When do I begin? BASIL EXPOSITION Immediately. You'll be working with Ms. Kensington. AUSTIN You mean Mrs. Kensington? BASIL EXPOSITION No, Austin, Mrs. Kensington has long-since retired. Ms. Kensington is her daughter. VANESSA KENSINGTON, Mrs. Kensington's daughter, beautiful, mid-Twenties, English, enters. She is wearing a very conservative, business pantsuit. Her hair is up and she wears glasses. Austin's breath is taken away. She sets down a huge stack of files. BASIL EXPOSITION Vanessa's one of our top agents. AUSTIN (out loud, to himself) My God, Vanessa's got a smashing body. I bet she shags like a minx. How do I tell them that because of the unfreezing process, I have no inner monologue? (pause) I hope I didn't say that out loud just now. There is an uncomfortable SILENCE. VANESSA Mr. Powers, my job is to acclimate you to the Nineties. You know, a lot's changed since 1967. AUSTIN Well, as long as people are still having promiscuous sex with many anonymous partners without protection, while at the same time experimenting with mind-expanding drugs in a consequence-free environment, I'll be sound as a pound. VANESSA My mother's told me all about you. AUSTIN If it's a lie, goddamn her. It it's the truth, goddamn me. (pause) God, I hope that's witty. How's your mum? VANESSA My mother's doing quite well, thank you very much. BASIL EXPOSITION Yes, well...Agent Kensington will get you set up. She's very dedicated. Perhaps, a little too dedicated. (aside to Austin) She's got a bit of a bug up her ass. Good luck, Austin, the world's depending on you. AUSTIN Thank you, Exposition. BASIL EXPOSITION Oh, and Austin&emdash; AUSTIN Yes? BASIL EXPOSITION Be careful. AUSTIN Thanks. Basil exits. 28 INT. M.O.D. - QUARTERMASTER'S WINDOW Austin and Vanessa wait at the window. VANESSA Let's gather your personal effects, shall we? A CLERK brings out a locker-basket and reads off a list. CLERK (reading) Danger Powers, personal effects. AUSTIN Actually, my name's Austin Powers. CLERK It says here, name Danger Powers. AUSTIN Danger's my middle name. CLERK OK, Austin Danger Powers: One blue crushed-velvet suit. One frilly lace cravat. One gold

medallion with peace symbol. One pair of Italian shoes. One pair of tie-dyed socks, purple. One vinyl recording album: Tom Jones, Live at Las Vegas. One Swedish-made penis enlarger pump. AUSTIN (embarrassed) That's not mine. CLERK (reading) One credit card receipt for Swedish-made penis enlarger pump, signed Austin Powers. AUSTIN I'm telling you, baby, that's not mine. CLERK (reading) One warranty card for Swedish-made penis enlarger pump, filled out by Austin Powers. AUSTIN I don't even know what this is. This sort of thing ain't my bag, baby. CLERK (reading) One book: Swedish-Made Penis Enlarger Pumps and Me: This Sort of Thing Is My Bag, Baby, by Austin Powers. The clerk shows the book to Austin, who is humiliated. AUSTIN OK, OK man, don't get heavy, I'll sign. Just to get things moving, baby. VANESSA Listen, Mr. Powers, I look forward to working with you, but do me a favor and stop calling me baby. You can address me as Agent Kensington. We have to leave immediately. We've preserved your private jet just as you left it. It's waiting at Heathrow Airport. AUSTIN (excited) My jumbo jet? Smashing baby. 30 EXT. PLANE TAKING OFF - DAY We see a plane taking off in silhouette. 30A EXT. PLANE IN FLIGHT - DAY A multi-colored psychedelic jumbo jet with Austin's logo on the tailpiece. 31 INT. PRIVATE PSYCHEDELIC JET The inside looks like Hugh Heffner's jet&emdash; rust shag carpet, brown walls, and beads. Austin and Vanessa sit on beanbag chairs. Vanessa works on her lap top. AUSTIN Pretty groovy Jumbo Jet, eh? How does a hot chick like you end up working at the Ministry of Defense? VANESSA I went to Oxford and excelled in several subjects, but I ended up specializing in foreign languages. I wanted to travel -- see the world. In my last year I was accepted into the M.O.D. in the Cultural Studies sector. I thought I was off on an exciting career, but my job was to read everything printed in every country. It's very boring. My whole day is spent reading wedding announcements in Farsi. If I do well with this case, I finally get promoted to field operative... AUSTIN That's fascinating, Vanessa. Listen, why don't we go into the back and shag? VANESSA I beg your pardon? AUSTIN I've been frozen for thirty years, man, I want to see if my bits and pieces are still working. VANESSA Excuse me? AUSTIN My wedding tackle. VANESSA I'm sorry? AUSTIN My meat and two veg. VANESSA Mr. Powers, please. I know that you must be a little confused, but we have a very serious situation at hand. I would appreciate it if you'd concentrate on our mission and give your libido a rest. AUSTIN Have you ever made love to a Chigro? VANESSA A Chigro? AUSTIN You know, a Chigro&emdash; part Chinese, part Negro&emdash; Chigro. VANESSA (offended) We don't use the

term 'Negro' anymore. It's considered offensive. AUSTIN That's right. You're supposed to say 'colored' now, right? (spotting the flight attendants) Here's the stewardesses! Bring on the sexy stews! The STEWARDESSES enter. They're not dressed very sexily. One of them is a man and another wears braces. FLIGHT ATTENDANT Excuse me, did you say 'stewardess'? We're called 'flight attendants' now, thank you very much. AUSTIN Oh, I get it, it's like 'I'm not a whore, I'm a sex worker', baby. FLIGHT ATTENDANT My name is Mrs. Wilkenson. There are a few things we need to discuss. First of all, we're not wearing these. She holds up some skimpy, lingerie-type flight outfits. FLIGHT ATTENDANT Also, I have some questions about the itinerary. It says here, '4:30 - Dinner, 5:30 - Everyone Gets Naked and Covered with Baby Oil, 6:00 - Orgy'? AUSTIN Seems pretty straightforward, don't you think...listen darling, I think you're a fabulous bird. Can I get your telephone number? FLGHT ATTENDANT (mock sexy) Sure, it's easy to remember. (writing on his hand) It's 777-FILM. We have to prepare the craft for take-off now. AUSTIN Smashing! When we land I'll give you a tinkle on the telling bone. The flight attendant gives him a chilly stare and then exits. AUSTIN Brrrr! She must be frigid. There's two things I know about life: one, Americans will never take to soccer. Two, Swedish girls and stewardesses love to shag! They're shag-mad, man! Let me ask you a question, Vanessa, and be honest. VANESSA Sure. AUSTIN Do I make you horny? VANESSA What? AUSTIN Do I make you horny? Randy, you know. To you, am I eros manifest? VANESSA I hope this is part of the unfreezing process. AUSTIN Listen, Vanessa, I'm a swinger&emdash; that's what I do, I swing. VANESSA I understand that, Mr. Powers, but let me be perfectly clear with you, perhaps to the point of being insulting. I will never have sex with you, ever. If you were the last man on Earth and I was the last woman on Earth, and the future of the human race depended on our having sex simply for procreation, I still would not have sex with you. Austin is oblivious. AUSTIN What's you point, Vanessa? 31A EXT. PLANE IN FLIGHT - NIGHT Austin's plane. Time has passed. 31B IINT. PRIVATE JET - NIGHT Vanessa's lap-top BEEPS. COMPUTER VOICE You've got mail! ANGLE ON: the computer screen. It's Basil Exposition. BASIL EXPOSITION Hello Austin. Hello Vanessa. This is Basil Exposition, from British Intelligence. There's a company in Las Vegas called Virtucon that we think may be linked to Dr. Evil. Many of the Virtucon executives gamble at the hotel/casino where you'll be staying. That's the first place you should look. Well, I'm off to the chat rooms. AUSTIN Thank you, Exposition. BASIL EXPOSITION Oh, and Austin&emdash; AUSTIN Yes? BASIL EXPOSITION Be careful. Vanessa closes her lap-top. PILOT

(over loudspeaker) Ladies and gentlemen, we're beginning our final descent into Las Vegas International Airport. Flight attendants will be coming by to collect your drinks, and I'll ask you at this time to please return to the main cabin and put your bean-bags in the upright position. Austin and Vanessa fasten the seatbelts on their bean bags. 31C EXT. AIRPLANE LANDING - NIGHT We see a plane's lights landing at night. ZOOM CUT TO: 32 INT. PSYCHEDELIC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE GRAPHIC: The Trip Using a sequence of snap-zooms, colored projections, and flashing lights, we see Austin dance crazily à la BOB FOSSE with a GO-GO GIRL in a bikini with the Austin Powers logo body-painted on her midriff. The sequence lasts five seconds and is very groovy. 33 EXT. LAS VEGAS MONTAGE - NIGHT Sights and sounds of Las Vegas icons at night: "Welcome to Las Vegas" sign. Luxor. The giant cowboy whose arm waves. Caesar's Palace. The montage ends on the modern skyline of Las Vegas. GRAPHIC: 1997, SOMEWHERE IN NEVADA 35 INT. DR. EVIL'S PRIVATE QUARTERS DR. EVIL (face again unseen) Ladies and Gentlemen, it's been a long time, but I'm back. It's all gone perfectly to plan except for one small flaw. Because of a technical error, my right arm was not frozen. I was therefore by definition only partially frozen. ANGLE ON EVIL ASSOCIATE MUSTAFA. He is terrified and sweaty, eyes darting left and right. MUSTAFA But my design was perfect! Your autonomic functions were shut down, and even though your arm wasn't frozen, the aging was retarded, therefore your right arm is only slightly older than the left. DR. EVIL Can't you see I'm only half a man? Look at me, I'm a freak! He holds up his older right arm, which looks normal. MUSTAFA But Dr. Evil, all you need to do is&emdash; (holding up tennis ball) --work with this tennis ball. Squeeze it for twenty minutes a day. A few months of that and it'll be just as strong as the other arm... DR. EVIL And look what you've done to Mr. Bigglesworth! ANGLE ON MR. BIGGLESWORTH who is now totally hairless, with a fringe of white hair around it's ears, like Dr. Evil himself. MUSTAFA We could not anticipate feline complications due to the reanimation process&emdash; DR. EVIL (face unseen) Silence! ANGLE ON A HAND WITH DR. EVIL'S RING ON IT Dr. Evil presses a button. Mustafa's chair tips back and he falls backwards into a pit. MUSTAFA (blood-curdling scream) Ahhhhhhhhh! DR. EVIL (face unseen) Let this be a reminder to you all that this organization will not tolerate failure. Mustafa's SCREAMS ECHO FAINTLY ANGLE ON: DR. EVIL FOR THE FIRST TIME. He is in his early fifties and is bald, with a hideous scar on his cheek. DR. EVIL Gentlemen, let's get down to business. More muffled SCREAMS. DR. EVIL We've got a lot of work to do. MUSTAFA (OS) (muffled) Someone help me! I'm still alive, only I'm very badly burned. DR. EVIL (slightly distracted) Some of you I know, some of you I'm meeting for the first time. MUSTAFA (OS) (muffled) Hello up there! Anyone! Can someone call an ambulance? I'm in quite a lot of

pain. DR. EVIL (very frustrated) You've all been gathered here to form my Evil Cabinet. Excuse me. He picks up a white phone and MURMURS into it. MUSTAFA (OS) (muffled) If somebody can open the retrieval hatch down here, I could get out. See, I designed this device myself and...oh, hi! Good, I'm glad you found me. Listen, I'm very badly burned, so if you could just&emdash; SFX: Muffled Gunshot MUSTAFA (OS) (muffled) Ow! You shot me! DR. EVIL Right. Okay. Moving on. MUSTAFA (OS) (muffled) You shot me right in the arm! Why did&emdash; SFX: Muffled Gunshot. Dr. Evil waits. Nothing. DR. EVIL Let me go around the table and introduce everyone. Frau Farbissina... ANGLE ON FRAU FARBISSINA DR. EVIL ...founder of the militant wing of the Salvation Army. Random Task... RANDOM TASK is a large Korean man in a butler's uniform. DR. EVIL ...a Korean ex-wrestler, evil handyman extraordinaire. Show them what you do. He stands up, bows, then takes off his shoe and THROWS it. It knocks the head off a sculpture across the room. DR. EVIL Thank you, Random Task. Patty O'Brien... PATTY O'BRIEN, a small, wiry Irishman with fiery eyes. DR. EVIL ...ex-Irish assassin. His trademark? Around PATTY O'BRIENS WRIST is a charm bracelet. DR. EVIL A superstitious man, he leaves a tiny keepsake on every victim he kills. Scotland Yard would love to get their hands on that piece of evidence. PATTY O'BRIEN (heavy Irish accent) Yes, they're always after me lucky charms! Everyone in the room tries to keep a straight face. PATTY O'BRIEN What? What? Why does everyone always laugh when I say that? They are after me lucky charms. They cannot contain their LAUGHTER. PATTY O'BRIEN (angry) What? FRAU FARBISSINA (through suppressed laughter) It's a television commercial with this little cartoon Leprechaun who is a benevolent imp who is very concerned that these children will steal his lucky charms which are foodstuffs fashioned into various shapes&emdash; hearts, moons, clovers, what have you... (pause) It's a long story. DR. EVIL Finally, I come to my number two man. His name: Number Two. NUMBER TWO, a good-looking 40-year-old man with an eye-patch. DR. EVIL For thirty years, Number Two has run Virtucon, the legitimate face of my evil empire. He hits a button. The conference table slowly rotates to reveal a large, illuminated map of the United States dotted by various miniature models. NUMBER TWO Over the last thirty years, Virtucon has grown by leaps and bounds. About fifteen years ago, we changed from volatile chemicals to the communication industry. We own cable companies in thirty-eight states. The thirty-eight states illuminate on the map. NUMBER TWO In addition to our cable holdings, we own a steel mill in Cleveland. A steel mill miniature illuminates in Cleveland. NUMBER TWO Shipping in Texas. A ship off the coast of Texas illuminates.

NUMBER TWO Oil refineries in Seattle. An oil refinery illuminates in Seattle. NUMBER TWO And a factory in Chicago that makes miniature models of factories. The miniature model factory lights up in Chicago. NUMBER TWO We also own the Franklin mint, which makes decorative hand-painted theme plates for collectors. (holds up plate) Some plates, like the Gone With The Wind series, have gone up in value as much as two-hundred and forty percent, but, as with any investment, there is some risk involved. DR. EVIL Gentlemen, I have a plan. It's called blackmail. The Royal Family of Britain are the wealthiest landowners in the world. Either the Royal Family pays us an exorbitant amount of money, or we make it look like Prince Charles, the heir to the throne, has had an affair outside of marriage and, therefore, they would have to divorce. There is an uncomfortable silence. NUMBER TWO Um, Dr. Evil, Prince Charles did have an affair. He admitted it, and they are now divorced, actually. DR. EVIL People have to tell me these things. I've been frozen for thirty years, throw me a bone here. (pausing) OK, no problem. Here's my second plan. Back in the Sixties I had a weather changing machine that was in essence a sophisticated heat beam which we called a "laser." Using this laser, we punch a hole in the protective layer around the Earth, which we scientists call the "Ozone Layer." Slowly but surely, ultraviolet rays would pour in, increasing the risk of skin cancer. That is, unless the world pays us a hefty ransom. There is another uncomfortable silence. NUMBER TWO Umm, that also has already happened. DR. EVIL Right. (pause) Oh, hell, let's just do what we always do. Let's hijack some nuclear weapons and hold the world hostage. (pause) Gentlemen, it's come to my attention that a breakaway Russian Republic called Kreplachistan will be transferring a nuclear warhead to the United Nations in a few days. Here's the plan. We get the warhead, and we hold the world ransom... (dramatic pause) ...FOR ONE MILLION DOLLARS! There is an uncomfortable pause. NUMBER TWO Don't you think we should ask for more than a million dollars? A million dollars isn't that much money these days. DR. EVIL All right then... (dramatic pause) ...FIVE MILLION DOLLARS! There is another uncomfortable pause. NUMBER TWO Virtucon alone makes over nine billion dollars a year. DR. EVIL (pleasantly surprised) Oh, really? (slightly irritated) One-hundred billion dollars. (pause) OK, make it happen. Anything else? FRAU FARBISSINA Remember when we froze your semen, you said that if it looked like you weren't coming back to try and make you a son so that a part of you would live forever? DR. EVIL Yes. FRAU FARBISSINA Well, after a few years, we got sort of impatient. Dr. Evil, I want you to meet your son. DR. EVIL My son? FRAU FARBISSINA Yes. (calling out) Scott! SCOTT EVIL walks out. He

is fifteen, grungy, and wears a Kurt Cobain T-shirt. SCOTT EVIL Hi. DR. EVIL Hello, Scott. I'm your father, Dr. Evil. (emotional) I have a son! I have a son! Everyone, I have a son! (gesturing to globe) Someday, Scott, this will all be yours. SCOTT EVIL I haven't seen you my whole life and now you show up and want a relationship? I hate you! 35A EXT. JAGUAR - DRIVING - VEGAS - DAY Vanessa and Austin drive in his perfectly-preserved Jag. AUSTIN You've preserved my Jag! Smashing! VANESSA Yes, we've had it retrofitted with a secure cellular phone, an on-board computer, and a Global Geosynchronous Positioning Device. Oh, and finally, this. The glove compartment revolves to reveal a display of various dental hygiene products&emdash; floss, toothpaste, toothbrush, dental mirror, and cleaning tool. AUSTIN Let me guess. The floss is garotte wire, the toothpaste contains plastic explosives, and the toothbrush is the detonation device. VANESSA No, actually. I don't know how to put this really. Well, there have been fabulous advances in the field of dentistry. AUSTIN Why? What's wrong with my teeth? 36 EXT. VEGAS HOTEL - NIGHT The Union Jack-emblazoned Jaguar pulls up to the front door. 37 INT. VEGAS HOTEL ROOM Vanessa carries her compact flight attendant bag and Austin takes his two bright red oversized leatherette Samsonite suitcases. AUSITN Which side of the bed do you want? VANESSA You're going to sleep on the sofa. I'd like to remind you, Mr. Powers, that the only reason we're sharing a room is to support our cover story that we're a married couple on vacation. AUSTIN So, shall we shag now, or shall we shag later? How do you like to do it? Do you like to wash up first? Top and tails? A whore's bath? Personally, before I'm on the job, I like to give my undercarriage a bit of a how's-your-father. AUSTIN (off her angry reaction) I'm just joking, Vanessa. Trying to get a rise out of you. They both laugh. VANESSA Let's unpack. HER LUGGAGE: In the inside flap is a types list of contents. All of her items are in separate, labeled plastic bags. AUSTIN Gor blimey, nerd alert. HIS LUGGAGE: He pulls out a Nehru jacket and a huge Remington shaver with huge English plug. HER LUGGAGE: She pulls out a compact clothes steamer/travel iron and a Braun blow drier. HIS LUGGAGE: He pulls out a vintage 1967 Playboy and a bottle of Jurgens lotion. HER LUGGAGE: She pulls out Wet-Naps, her underthings in a plastic baggie marked "Underthings" and her shoes in a baggie marked "Shoes." HIS LUGGAGE: He pulls out a miniature meditation gong and Hai Karate cologne. HER LUGGAGE: She pulls out a dossier labeled "Dr. Evil - Top Secret." HIS LUGGAGE: He pulls out the Swedish penis enlarger pump. Vanessa sees it. AUSTIN Hey, who put this in here? Someone's playing a prank on me! Honestly, this isn't mine. VANESSA (suffering) I'm sure. AUSTIN I think I'll give that stew a ding-a-ling. Austin casually dials the phone while looking at his palm. After a beat we hear a loud MALE VOICE coming through the handset. MOVIE PHONE VOICE

(through handset) Hello! And welcome to 777-FILM! Austin covers the mouthpiece and whispers to Vanessa. AUSTIN I got her answering machine. 38 INT. CASINO Austin and Vanessa walk through the casino. Austin gives PEOPLE two-handed handshakes. They stare like he's a freak. AUSTIN I love Las Vegas, man. Oh, I forgot my x-ray glasses. VANESSA Here, use mine. AUSTIN I'm going to use a cover name. It's important that it be a generic name so that we don't draw attention to ourselves. 39 INT. CASINO Austin and Vanessa join the high-rollers table. Number Two is there, complete with eyepatch. On one side of him is a beautiful ITALIAN WOMAN (a la SOPHIA LOREN) in a white dress with a white kerchief on her head. On the other side of him is an extremely large-breasted BIMBO. AUSTIN Do you mind if I join you? NUMBER TWO Not at all. The DEALER deals. DEALER Seventeen. Zoom in on Number Two's eyepatch. NUMBER TWO'S MONOCULAR POV GRAPHIC: "X-RAY EYEPATCH". We see everyone at the casino in their underwear. He looks at the next card in the shoe. It is a 4. NUMBER TWO Hit me. DEALER You have seventeen, sir. The book says not to, sir. NUMBER TWO I like to live dangerously. The dealer draws a card from the card shoe. DEALER Four. Twenty-one. Everyone at the table applauds. The dealer deals to Austin and Number Two. DEALER (to Austin) Eighteen. (to Number Two) Sixteen. NUMBER TWO'S POV GRAPHIC: "X-RAY EYEPATCH". He looks at the shoe at the shoe and sees that the next card is a ten. NUMBER TWO I'll stay. DEALER (to Austin) Sir? Smugly, Austin puts on Vanessa's x-ray glasses. AUSTIN'S POV GRAPHIC: "X-RAY SPECS". Everyone is in their underwear, but it is completely blurry. DEALER (to Austin) Sir? VANESSA (quietly) What's wrong? AUSTIN (quietly, to Vanessa) I can't see a bloody thing. VANESSA Oh, I forgot to tell you, they're prescription X-ray glasses. I have very bad astigmatism. DEALER Sir, the table is waiting. AUSTIN (panicking) Uh, hit me. The table MURMURS. DEALER On an eighteen, sir? AUSTIN Yes, I also like to live dangerously. The dealer deals him the ten. NUMBER TWO You're very brave. AUSTIN Cards are not my bag, man. Allow myself to introduce...myself. My name is Ritchie Cunningham. Vanessa is mortified. AUSTIN (indicating Vanessa) This is my wife, Enid. NUMBER TWO My name is Number Two. He extends his hand to shake. Austin extends his hand, but misses and begins to shake the bimbo's breast. There is an awkward pause. Austin takes off his glasses. VANESSA (rescuing him) Number Two? That's an unusual name. NUMBER TWO My

parents were hippies. (indicating Italian woman) This is my Italian confidential secretary. ITALIAN WOMAN (Italian accent) My name is Alotta (quickly) Alotta Fagina. AUSTIN I'm sorry, I'm just not getting it. It sounds like you're saying your name is a lot of...never mind. Listen, cats, I'm going to crash. It's been a gas. NUMBER TWO Bye-bye, Mr...Cunningham? AUSTIN Peace, baby. Austin and Vanessa leave. 40 INT. CASINO VANESSA Why did you leave so soon? AUSTIN That cat Number Two has an X-ray eyepatch. I get bad vibes from him, man. Listen, we should go back to the room, but first I have to go to the naughty chair and see a man about a dog. He heads to the rest room. 41 INT. HIGH ROLLERS TABLE - CASINO Number Two has been watching them. He presses a BUTTON. 42 INT. BATHROOM - CASINO Austin enters to see a gregarious TEXAN in a huge cowboy hat. Austin enters a stall. The Texan enters the adjoining stall. TEXAN Good luck, buddy. You don't buy food, you rent it. AUSTIN Too right, youth. 43 INT. BATHROOM STALL Austin sits down. Behind him, a panel SLIDES OPEN, revealing Patty O'Brien. His charm bracelet JINGLES. Austin looks back. Patty's bracelet is now garotte wire. He wraps it around Austin's throat. Austin gets his thumbs between the wire and certain death. AUSTIN (grunting) Uh, uh! 44 INT. TEXAN'S STALL The Texan can only see Austin's feet, which are moving about frantically. He can hear the GRUNTING. TEXAN Hey pardner, just relax, don't force it! Use some creative visualization. 45 INT. AUSTIN'S STALL Austin GRUNTS and snaps his head back into Patty O'Brien's crotch. Patty O'Brien GROANS in agony. PATTY O'BRIEN (groaning) Ughhhhh... Austin breaks free of the charm bracelet/garotte, grabs Patty O'Brien's head, and pulls it between his legs so that it hovers above the toilet bowl. AUSTIN Who does Number Two work for? 46 INT. TEXAN'S STALL TEXAN That's right! Show that turd who's boss! 47 INT. AUSITN'S STALL AUSTIN Who does Number Two work for? PATTY O'BRIEN (quietly, straining) Go to hell. Austin drops Patty's head into the toilet and FLUSHES. We hear MUFFLED GURGLING SOUNDS from Patty O'Brien. 48 INT. TEXAN'S STALL The Texan hears all of this, and is now concerned. 49 INT. AUSTIN'S STALL Austin reaches into Patty O'Brien's wallet. We see his Dr. Evil ID card and Alotta's Virtucon business card with her address. 50 INT. BATHROOM Austin is leaving his stall. The Texan can see Patty O'Brien's dead body head-first in the toilet. TEXAN Jesus Christ, what did you eat? ANGLE ON THE FLOOR OF AUSTIN'S STALL Patty O'Brien's lifeless hand hits the floor. The charms come tumbling out: a heart, a moon, a star, and a clover. A second later, a blue diamond falls out. 51 INT. PSYCHEDELIC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE GRAPHIC: Love Power Austin and the go-go girl dance crazily. 52 EXT. VEGAS HOTEL - MORNING 53 INT. HOTEL SUITE - DAY Vanessa is on the phone on the bed sifting through photos and files on Dr. Evil, Virtucon, etc. In the background, through an open door, we see that Austin is asleep on the

couch. VANESSA (into phone) Hello Mum? 54 INT. MRS. KENSINGTON'S HOUSE - LONDON An older Mrs. Kensington sits in her suburban English front room. MRS. KENSINGTON (on phone) Oh, hello Vanessa. How was the flight? VANESSA (VO) Great. MRS. KENSINGTON How's Austin? VANESSA (VO) He's asleep. MRS. KENSINGTON You didn't... 54A INT. HOTEL SUITE VANESSA Oh, God no, I made him sleep on the couch. In the background, we see Austin get off the couch. He is very naked and very hairy. A strategically placed vase of flowers blocks his naughty bits from view. MRS. KENSINGTON (VO) I'm proud of you. VANESSA Why? MRS. KENSINGTON (VO) Because you managed to resist Austin Power's charms. Austin moves towards the bathroom away from the flowers. Right in the nick of time, Vanessa holds up a photo of Number Two and looks at it, blocking his naughty parts. VANESSA Well, God knows he tried, but I've been rather firm with him, Mummy. You didn't tell me he was so obsessed with sex. It's bizarre. MRS. KENSINGTON (VO) You can't judge him by modern standards. He's very much a product of his times. In my day he could have any woman he wanted. VANESSA What about his teeth? SPLIT SCREEN - HOTEL ROOM/MRS. KENSINGTON'S HOUSE MRS. KENSINGTON You have to understand, in Britain in the Sixties you could be a sex symbol and still have bad teeth. It didn't matter. VANESSA I just don't see it. MRS. KENSINGTON Just wait. Once Austin gets you in his charms, it's impossible to get out. VANESSA Did you ever... MRS. KENSINGTON Of course not. I was married to your father. VANESSA Did you ever want to? MRS. KENSINGTON Austin is very charming, very debonair. He's handsome, witty, has a knowledge of fine wines, sophisticated, a world-renowned photographer. Women want hin, men want to be him. He's a lover of love&emdash; every bit an International Man of Mystery. We hear the TOILET FLUSH. Mrs. Kensington WIPES off the screen. Austin re-enters from left to right, still NAKED. Vanessa holds up Austin's Fab Magazine shoot from the Sixties, and in perfect timing blocks his crotch from the camera. VANESSA You didn't answer my question, Mum. MRS. KENSINGTON (VO) I know. Let me just say this: Austin was the most loyal and caring friend I ever had. I will always love him. AUSTIN (VO) Good morning, luv, who are you on the phone with? VANESSA (to her mother) Do you want to talk to him? MRS. KENSINGTON (VO) No, it's been too long. Best to leave things alone. VANESSA (to Austin) I'm on with a friend! (to her mother) Look, I'd better go. I love you. MRS. KENSINGTON (VO) I love you, Vanessa. Vanessa hangs up. Austin enters wearing an "Austin Powers" robe. AUSTIN Good morning, Vanessa! I hope you have on clean underwear.

VANESSA Why? AUSTIN We've got a doctor's appointment&emdash; an evil doctor's appointment. 55 EXT. VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY THROUGH BINOCULAR POV CUT-OUTS We see a black limousine pull up in front. Random Task and another BODYGUARD exit the limo and secure the area. 56 EXT. LAS VEGAS - BUSHES We see that the binoculars belong to Vanessa. She and Austin are on a stakeout. Austin's Jag is in the background. VANESSA A limousine has just pulled up. AUSTIN Let me see. Austin pulls into frame an extremely long telephoto lens attached to his vintage camera. 57 EXT. VIRTUCON MAIN ENTRANCE TELEPHOTO LENS POV Two more BODYGUARDS leave the building and approach the limo. Number Two exits the building holding Mr. Bigglesworth, the hairless cat. He's not happy about this, and has a scratch on his cheek. FREEZE FRAME. SFX: Camera motor drive. 58 EXT. BUSHES AUSTIN Hello, hello. That's Dr. Evil's cat. VANESSA How do you know? AUSTIN I never forget a pussy...cat. 59 EXT. FRONT ENTRANCE TELEPHOTO LENS POV Number Two hands the hairless cat through limo's window. FREEZE FRAME. SFX: Camera motor drive. The limousine speeds off. 60 EXT. BUSHES VANESSA Let's go get him! AUSTIN He's too well-protected right now. VANESSA We can't just sit here, Austin. AUSTIN Let me tell you a story. There's these two bulls on top of a hill checking out some foxy cows in the meadow below. The young bull says, 'hey, why don't we run down the hill and shag us a cow?', and the wise old bull replies, 'no, why don't we walk down the hill and shag all the cows?' VANESSA I don't get it. AUSTIN Well, you know...cows, and shagging. VANESSA Unfortunately, while you told that stupid story, Dr. Evil has escaped. AUSTIN No worries, luv. We'll just give Basil a tinkle on the telling bone... He notices the way the desert light catches her beauty. AUSTIN My God, Vanessa, you are so incredibly beautiful. Stay right where you are. Austin changes lenses and begins SNAPPING PICTURES. VANESSA I hate having my picture taken. AUSTIN You're crazy. The camera loves you, Vanessa. Vanessa does a few coy poses. AUSTIN Go, Vanessa, go! Vanessa lets go a little bit more. 61 A WHITE CYC Austin and Vanessa are in the midst of a full professional photo shoot, and she's loving it. Austin begins SNAPPING pictures, all the while changing her look, touching her hair. AUSTIN Alright, luv! Love it! Turn...pout for me Vanessa. Smashing! Crazy. Give me some shoulder. (pause) Yes! Yes! Yes! He motions to her two top buttons of her blouse. She nods no. Austin nods yes. She sheepishly undoes them. A MONTAGE of her in various gowns, one more exotic and exciting than the other. AUSTIN Show me love. Yes! (beat) Smashing! Vanessa is flanked by two buff MALE MODELS à la Madonna. AUSTIN Great! Great! Smashing! (beat) Yes! Yes! Yes! (beat) No! No! Love it. Give me love. Give me mouth. Give me lips. (beat) Going in very close now. He goes in closer.

AUSTIN Give me eyes. (closer) Give me cornea. (closer) Give me aqueous humour. (closer) Coming in closer. Give me retina, Vanessa. (closer) Even closer. Give me optic nerve. (beat) Love it! (beat) And...done. He throws the camera down. AUSTIN I'm spent. What say you we go out on the town? 62 EXT. LAS VEGAS STREET - BUS - NIGHT Austin and Vanessa are on the top deck of an open air double-decker English bus having a full-course formal dinner. They're drinking champagne. Austin is cutting sausages into ever-smaller pieces, holding his cutlery very English. He has cut one piece to the point to which it's a speck. H puts it on the fork and offers it to her. AUSTIN Fancy a nibble? VANESSA I couldn't have another bite. They laugh. They drink. It's TOM JONES, serenading them. They begin to dance. Austin gives her roses. Austin is wooing her. 63 EXT. LAS VEGAS STREET - NIGHT They walk along the brightly-lit streets, laughing, enjoying each other's company. Austin gives Vanessa a pet rock. She graciously accepts. 64 LAS VEGAS - SUPERIMPOSITION MONTAGE Austin and Vanessa stroll against a changing series of backgrounds&emdash; neon signs, Vegas icons, dice showgirls, etc. 65 INT. HOTEL ROOM Sounds of MOANS and GROANS. We see Austin's backside sticking out above a piece of furniture, then Vanessa's high-heeled leg straining upwards. VANESSA (OS) Watch out, you're on my hair! AUSTIN (OS) Sorry. Move your hand to the left. There you go. Gorgeous. VANESSA (OS) Go! Just go! We hear a SPINNING SOUND. AUSTIN (OS) Left hand, blue. We now see that Austin and Vanessa are playing TWISTER. She reaches for left hand blue and they fall over, laughing. AUSTIN Wait a tick, I forgot something in the lobby. (moving behind the couch) I know what. I'll take the stairs. Behind the couch, Austin mimes going down stairs. AUSTIN Maybe I'll take the escalator. Austin mimes the smooth descent of an escalator. AUSTIN Why take the escalator when I could take a canoe? Austin mimes rowing a canoe behind the couch. VANESSA I haven't had fun like that since college. AUSTIN I'm sorry. VANESSA Why? AUSTIN I'm sorry that bug up your ass had to die. She laughs too much, making a SNORTING sound. VANESSA Always wanting to have fun, that's you in a nutshell. AUSTIN No, this is me in a nutshell. Austin mimes being trapped in a nutshell. AUSTIN Help! I'm in a nutshell! What kind of nut has such a big nutshell? How did I get into this bloody great big nutshell? Vanessa laughs again, SNORTING, tipsy. AUSTIN You're smashed, Vanessa. VANESSA I am not. AUSTIN Oh, yes you are. VANESSA I'm not. I'm the sensible one. I'm always the designated driver. They are both on the bed. She looks at him. He looks at her. There is an awkward silence. She's about to kiss him, then he pulls away.

AUSTIN I can't. You're drunk. VANESSA It's not that I'm drunk, I'm just beginning to see what my Mum was talking about. (pause) What was my mother like back in the Sixties? I'm dying to know. AUSTIN (sentimental) She was very groovy. She was so in love with your Dad. If there was one other cat in this world that could have loved your Mum and treated her as well as you Dad did, it was me. But, unfortunately for yours truly, that train has sailed. Austin hears SNORING. He looks over and sees Vanessa asleep. A distinctive PHONE RINGS and a RED LIGHT FLASHES. Austin opens one of his funky suitcases to reveal a PICTURE PHONE. It's Basil Exposition, on an airplane. BASIL EXPOSITION (on the picture phone) Hello, Austin, this is Basil Exposition from British Intelligence. Thank you for confirming the link between Dr. Evil and Virtucon. Find out what part Virtucon plays in something called Project Vulcan. I'll need you and Vanessa to get on that immediately. AUSTIN Right away, Exposition. BASIL EXPOSITION Where is Vanessa, by the way? Austin looks over at Vanessa's sleeping figure. AUSTIN She's working on another lead right now. BASIL EXPOSITION Then you'll have to go it alone. Good luck. AUSTIN Thank you, Basil. BASIL EXPOSITION Oh, and Austin&emdash; AUSTIN (knowing) Yes? BASIL EXPOSITION Let me remind you that because of the unfreezing process you might experience flatulence at moments of extreme relaxation. AUSTIN Oh, yes. Thank you. BASIL EXPOSITION There's one more thing, Austin. AUSTIN Yes? BASIL EXPOSITION Be careful. AUSTIN Thank you. Austin looks at Alotta's Virtucon business card. 66A INT. ALOTTA'S JAPANESE STYLE PENTHOUSE Austin is in a dark penthouse suite. Austin passes a piece of art that is very suggestive of the female anatomy. AUSTIN Paging Dr. Freud. He goes over to a credenza where there is a briefcase. He opens it. FULL SCREEN - DOCUMENT Austin's photographing the dossier with his miniature camera/pendant. AUSTIN (photographing) Give it to me baby. Super. We now see that the document outlines all of Virtucon's holdings in a flow-chart fashion. AUSTIN Pout for me, luv. Smashing. Yes! Yes! Yes! No! No! One side of the chart is labeled "Secret Projects." Under that we see "Human Organ Trafficking", "Carrot Top Movie", and in CLOSE-UP&emdash; "Project Vulcan." We see schematics for some sort of subterranean probe and a cross-section of the earth labeled "Crust, Mantel, Core." AUSTIN And I'm spent. The front door opens. It's Alotta. AUSTIN You seem surprised to see me.

ALOTTA I thought you'd quit while you were ahead. AUSTIN What, and watch all my earnings go... (smug) Down the toilet? ALOTTA What do you want, Mr...Cunningham, was it? AUSTIN Call me Ritchie, Miss Fagina. May I call you Alotta... (pause) Please? ALOTTA You may. AUSTIN Your boss, Number Two, I understand that cat's involved in big underground drills. ALOTTA Virtucon's main interest is in cable television, but they do have a subterranean construction division, yes. How did you know? AUSTIN (smug) I didn't, baby, you just told me. ALOTTA It's for the mining industry, Mr. Cunningham. We can talk about business later. But first, let me slip into something more comfortable. AUSTIN Behave! MUSIC: "The Look of Love" by SERGIO MENDEZ AND BRAZIL 66 Alotta goes behind a Japanese screen. In silhouette she takes off her clothes and puts on a robe. She opens a pair of sliding doors to reveal an elaborate Japanese bath grotto. 67 INT. JAPANESE BATH She slips off her robe, revealing a DR. EVIL LOGO TATTOO on her shoulder, and enters the water. ALOTTA Come in. AUSTIN I'd rather talk about Number Two. ALOTTA Don't you like girls, Mr. Cunningham? Come in, and I'll show you everything you need to know. Austin takes off his clothes. He is extremely hairy. He goes in. Alotta produces a soapy sponge and swims over. ALOTTA May I wash you? AUSTIN Groovy. She washes his back. Behind his back, she pulls out his wallet and looks through it. ANGLE ON HIS IDENTIFICATION. It reads "AUSTIN POWERS, INTERNATIONAL MAN OF MYSTERY." ANGLE ON HIS VARIOUS CARDS: Chargex, Playboy Club, etc. She puts his wallet back in his trousers. ALOTTA In Japan, men come first and women come second. AUSTIN Or sometimes not at all. ALOTTA Care for some saki? AUSTIN Sak-i it to me! Alotta pours them saki. Alotta unscrews the diamond in her ring. A sign on the inside of her ring reads "Relaxation Pills." She drops two PILLS into his drink. Austin takes a sip. His eyes glaze over. He's instantly woozy. ALOTTA How do you feel, Mr. Cunningham? AUSTIN Mmmm...I feel extreme relaxation. A big BUBBLE comes to the surface, right in front of Austin. AUSTIN (reciting poem) 'Pardon me for being rude, It was not me, it was my food. It just popped up to say hello, and now it's gone back down below.' ALOTTA That's very clever. Do you know any other poems? AUSTIN (reciting in a

lofty tone) 'Milk, milk, lemonade. Round the corner fudge is made. Stick your finger in the hole, And out comes a tootsie roll!' ALOTTA (genuinely moved) Thank you, that's beautiful. To your health. AUSTIN To my health. ALOTTA Kiss me. They go to kiss. She notices HIS TERRIBLE TEETH, CLOSE-UP. ALOTTA Do you mind if I ask you a personal question? AUSTIN Is it about my teeth? ALOTTA Yes. AUSTIN Damn. What exactly do you do at Virtucon? ALOTTA I'll tell you all in due time, after we make love. But first, tell me another poem. AUSTIN I think it was Wordsworth who penned this little gem: 'Press the button, pull the chain, out comes a chocolate choo-choo train.' ALOTTA Oh, you're very clever. Let's make love, you silly, hairy little man. She glides over to him. 70 INT. PSYCHEDELIC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky Drummer Beat GRAPHIC: The Party Austin and the go-go girl dance crazily. 71 INT. DR. EVIL'S PRIVATE QUARTERS - DAY Dr. Evil, Number Two, and Frau Farbissina sit at the large conference table. DR. EVIL Austin Powers is getting too close. He must be neutralized. Any suggestions? FRAU FARBISSINA Ya wohl&emdash; I mean, yes wohl, Herr Doctor. I have created the ultimate weapon to defeat Austin Powers. Bring on the Fembots! MUSIC: Sexy Matt Helm-type theme THREE FEMBOTS enter. They are beautiful buxom multiracial girl/robots in Sixties clothes and white go-go boots. DR. EVIL Breathtaking, Frau. These automated strumpets are the perfect bait for the degenerate Powers. FRAU FARBISSINA These are the latest word in android replicant technology. Lethal, efficient, brutal. And no man can resist their charms. Send in the soldiers! SEVEN SOLDIERS come in. They are immediately attracted to the FEMBOTS. They throw down their guns and come to the girls zombie-like. When they get within range, guns POP out of the Fembots' bras and begin FIRING, killing the guards. DR. EVIL Quite impressive. FRAU FARBISSINA Thank you, Herr Doctor. DR. EVIL I like to see girls of that caliber. By caliber, I mean both the barrel size of their guns and the high quality of their character...Forget it. SFX: 60's ELECTRONIC BUZZER NUMBER TWO That would be the video feed from Kreplachistan. Dr. Evil and Number Two watch a large screen. We see stock footage of a Russian warhead. We cut into a close-up of RUSSIAN SOLDIERS being taken prisoner by VIRTUCON SOLDIERS in the front of a military vehicle. DR. EVIL Gentlemen, Phase One is complete. The warhead is ours. Let Phase Two begin! Patch us through to the United Nations security secret meeting room. 72 INT. UN SECRET MEETING ROOM REPRESENTATIVES of various countries in their traditional garb around a large UN-style meeting table. The BRITISH are dressed in bowler

hats. The AMERICANS all look like JFK. The CANADIANS are dressed as Mounties. The ARABS are dressed in ceremonial robes, etc. DR. EVIL Gentlemen, my name is Dr. Evil. They all look up at the SCREEN. DR. EVIL In a little while, you'll find out that the Kreplachistani warhead has gone missing. Well, it's in safe hands. If you want it back, you'll have to pay me...ONE MILLION DOLLARS! The UN representatives are confused. Number Two COUGHS. DR. EVIL (frustrated) Sorry. ONE-HUNDRED BILLION DOLLARS! The representatives ARGUE amongst themselves. UNITED NATIONS SECRETATY Gentlemen, silence! (to Dr. Evil) Now, Mr. Evil&emdash; DR. EVIL (angry) Doctor Evil! I didn't spend six years in evil medical school to be called 'mister'. UNITED NATIONS SECRETARY Excuse me. Dr. Evil, it is the policy of the United Nations not to negotiate with terrorists. DR. EVIL Fine, have it your way. Gentlemen, you have five days to come up with one hundred billion dollars. If you fail to do so, we'll set off the warhead and destroy the world. UNITED NATIONS SECRETARY You can't destroy the world with a single warhead. DR. EVIL Really? So long. The screen goes BLANK. DR. EVIL (to evil associates) Gentlemen, in exactly five days from now, we will be one-hundred billion dollars richer. (laughing) Ha-ha-ha-ha. (slightly louder) Ha-ha-ha-ha. EVIL ASSOCIATES (laughing with him) Ha-ha-ha-ha. DR. EVIL & ASSOCIATES (louder and more staccato) HA-HA-HA-HA-HA! (louder again, and even more evil and maniacal) HA-HA-HA-HA-HA-HA-HA-HA! (pause) Ohhhh, ahhhhhh... (pause, quieter) Ohhh, hmmmm. (pause, very quiet) hmn. There is an uncomfortable pause, because clearly we should have FADED TO BLACK. The evil associates look around the room, not knowing what to do with themselves. DR. EVIL Okay...Well...I think I'm going to watch some TV. EVIL ASSOCIATES Okay. Sure. They exit the frame awkwardly. 73 INT. BRITISH MAKESHIFT HQ Austin and Vanessa enter past two BRITISH MILITARY POLICEMAN. There is a communications center, a makeshift armory, bunks, etc. We see Basil, dressed as the Vegas-era Elvis. AUSTIN Hello, Exposition. BASIL EXPOSITION Austin, Vanessa, let me bring you up to speed. Dr. Evil has high-jacked a nuclear warhead from Kreplachistan and is holding the world ransom for one-hundred billion dollars. If the world doesn't pay up in four days, he's threatening to destroy the world. AUSTIN Thank you, Exposition. Only two things, scare me, and one is nuclear war.

BASIL EXPOSITION What's the other? AUSTIN Excuse me? BASIL EXPOSITION What's the other thing you're scared of? AUSTIN Carnies. BASIL EXPOSITION What? AUSTIN Circus folk. (shudders) Nomads, you know. They smell like cabbage. BASIL EXPOSITION (suffering him) Indeed...If we could get back to the business at hand. It's one thing to have a warhead, it's quite another thing to have the missiles to launch it. AUSTIN Maybe these photographs are the last piece of that puzzle. (hands him the photos) I've uncovered the details on Project Vulcan. It's a new subterranean warhead delivery system. BASIL EXPOSITION Good God, and underground missile. We've long feared such a development. VANESSA When did you find that out, Austin? BASIL EXPOSITION Austin did some reconnaissance work at Alotta Fagina's penthouse last night. VANESSA Oh. BASIL EXPOSITON Our next move is to infiltrate Virtucon. Any ideas? VANESSA Yes, Virtucon runs a tour of their facilities every hour. I suggest we pose as tourists and do site-level reconnaissance. BASIL EXPOSITION Top drawer, Kensington. Oh, Austin, I want you to meet somebody. Basil waves to an extremely frail ELDERLY BRITISH LADY. BASIL EXPOSITION Austin, this is my mother, Mrs. Exposition. She's in from Tunbridge Wells in Kent. Can you believe, she's ninety-two years old? Austin hauls off and PUNCHES the lady in the face. BASIL EXPOSITION My God, Austin, what have you done? AUSTIN That's not your mother, that's a man! Austin begins tugging on her hair. MRS. EXPOSITION Owww...my hair! BASIL EXPOSITION Get away from my mother! VANESSA Austin, have you gone mad? The two guards come over and help Mrs. Exposition to a cot. MRS. EXPOSITION (through pain) Who is that man? Why did he hit me? BASIL EXPOSIION Don't worry, mother. Lie down. Austin, you have a lot of explaining to do. AUSTIN I'm sorry, Basil, I thought she was a man. BASIL EXPOSITION Damn it, man! You're talking about my mother! AUSTIN You must admit, she is rather mannish. No offense, but if that's a woman, it looks like she's been beaten with an ugly stick. VANESSA Really, Austin! AUSTIN Look at her hands, baby! Those are carpenter's hands. BASIL EXPOSITION All

right, Austin, I think you should go. AUSTIN I think if everyone were honest, they'd confess that the lady looks exactly like a man in drag. BASIL EXPOSITION I'm leaving! (pause) Oh, and Austin? AUSTIN Yes, Basil? BASIL EXPOSITION Be careful. AUSTIN Thanks. Basil escorts his mother out. VANESSA Austin, may I have a word with you? AUSTIN Of course, luv. VANESSA Listen, I know I'm just being neurotic, but I can't shake this suspicious feeling about that Italian secretary, Ms. Fagina. I mean, I don't want to sound paranoid, but I've had some bad relationships in the past, and I have some jealousy issues. You went to her penthouse. It makes me feel so small to give into these insecurities, but I can't help but feel this weird, irrational, unfocused...well, jealousy. I'm sorry. AUSTIN Don't be sorry. You're right to be suspicious. I shagged her. I shagged her rotten. VANESSA (stunned) I can't believe you made love to her just like that. Did you use protection? AUSTIN Of course, I had my nine-millimeter automatic. VANESSA No, did you use a condom? AUSTIN Only sailors use condoms, man. VANESSA Not in the Nineties. AUSTIN Well they should, filthy beggars, they go from port to port. Alotta meant nothing to me. VANESSA (pause) Well, it means something to me. If you want us to have a relationship, you've got to be a one-woman man. AUSTIN It was just a shag, Vanessa. You're everything to me. VANESSA You just don't get it, do you, Austin? Good night. Welcome to the Nineties, you're going to be very lonely. 76 INT. HOTEL ROOM - NIGHT MUSIC: "What the World Needs Now" by BURT BACHARACH Austin looks at his address book. ANGLE ON THE PAGE: We see a list of names crossed out, with comments written in beside them. Beside Jimi Hendrix we see "Deceased, Drugs"; Janis Joplin, "Deceased, Alcohol"; Mama Cass, "Deceased, Ham Sandwich"; Jerry Garcia. "Deceased, Gratefully"; Jane Fonda, "Square". Austin looks at his old pair of Sixties-era canvas sneakers. He picks up his new pair&emdash; REEBOK SHAQ CROSS-TRAINER PUMPS. He pumps them too much and they explode. Austin looks out his window at the lonely city below. We see the CDs he's just purchased, including SERGEANT PEPPER'S and BURT BACHARACH'S GREATEST HITS. Austin goes over to the kitchenette and puts a can of unopened Campbell's Tomato Soup in the microwave and turns it on. It explodes in a shower of sparks and soup. He puts the CD on a record player and drops the needle. The NOISE is awful. Austin plays MORTAL COMBAT III. His fighter gets his head ripped off, and blood spews out. Austin is genuinely frightened by this. 77 INT. BATHROOM Austin attempts to use the Water Pik, but the head is too loose and water shoots all around the bathroom. 78 EXT. CAR

- STREETS OF LAS VEGAS - NIGHT Austin drives alone and sad against the rear-projection of Las Vegas. 79 INT. CASINO BAR - NIGHT Austin drinks by himself while a gaggle of EIGHT CONTEMPORARY YOUNG PEOPLE IN LOVE cavort. They look at him like he's a freak. Austin raises a bottle of ZIMA as if to say "hey, I'm down with that". They shoot him sarcastic peace signs. Austin is pleased. 80 INT. HOTEL ROOM - DAY Austin sits watching the TIME-LIFE The Last Thirty Years video on TV. Vanessa enters. AUSTIN Hello, luv. VANESSA Thirty years of political and social upheaval. The fall of the Berlin wall, a female Prime Minister of England, the abolishment of Apartheid, a fascinating tapestry of human strum und drang. AUSTIN Yeah, I can't believe Liberace was gay. Women loved him, man. I didn't see that one coming. VANESSA Basil was very concerned to know where you were last night. AUSTIN Out and about, doing odds and sods. VANESSA I'll tell him. By the way, I've decided we should keep our relationship strictly professional. 81 INT. THERAPIST'S OFFICE - NEXT DAY We're in the middle of a group therapy session, containing six or seven FATHERS with their teenage SONS. It is emotionally charged. A lot of pained expressions and coffee in Styrofoam cups. SON 1 (crying) I love you, Dad. DAD 1 I love you, Son. They hug. Everyone APPLAUDS. We see Dr. Evil and Scott. THERAPIST That was great, Mr. Keon, Dave. Thank you. OK, group, we have two new member. Say hello to Scott and his father, Mr....Ehville? DR. EVIL Evil, actually, Doctor Evil. GROUP Hello, Dr. Evil. Hello, Scott. SCOTT EVIL (into it) Hello, everybody. THERAPIST So, Scott, why don't we start with you. Why are you here? SCOTT EVIL Well, it's kind of weird. THERAPIST We don't judge here. SCOTT EVIL OK. Well, I just really met my Dad for the first time three days ago. He was partially frozen for thirty years. I never knew him growing up. He comes back and now he wants me to take over the family business. THERAPIST And how do you feel about that? SCOTT EVIL I don't wanna take over the family business. DR. EVIL But Scott, who's going to take over the world when I die? SCOTT EVIL Not me. THERAPIST What do you want to do, Scott? SCOTT EVIL I don't know. I was thinking, maybe I'd be a vet or something, cause I like animals and stuff. DR. EVIL An evil vet? SCOTT EVIL No. Maybe, like, work in a petting zoo or something. DR. EVIL An evil petting

zoo? SCOTT EVIL (shouting) You always do that! (calm) Anyways, this is really hard, because, you know, my Dad is really evil. THERAPIST We don't label people here, Scott. SCOTT EVIL No, he's really evil. THERAPIST Scott. DR. EVIL No, the boy's right. I really am evil. THERAPIST Don't be so hard on yourself. You're here, that's what's important. A journey of a thousand miles begins with one step. SCOTT EVIL I just think, like, he hates me. I really think he wants to kill me. THERAPIST OK, Scott, no one really wants to "kill" anyone here. They say it, but they don't mean it. The group LAUGHS. DR. EVIL Actually, the boy's quite astute. I am trying to kill him. My Evil Associates have cautioned against it, so here he is, unfortunately, alive. THERAPIST We've heard from Scott, now let's hear from you. DR. EVIL The details of my life are quite inconsequential. THERAPIST That's not true, Doctor. Please, tell us about your childhood. GROUP Yes, of course. Go ahead, etc. DR. EVIL Very well, where should I begin? My father was a relentlessly self-improving boulangerie owner from Belgium with low-grade narcolepsy and a penchant for buggery. My mother was a fifteen-year-old French prostitute named Chloe with webbed feet. My father would womanize, he would drink, he would make outrageous claims, like he invented the question mark. Sometimes he would accuse chestnuts of being lazy. A sort of general malaise that only the genius possess and the insane lament. My childhood was typical. Summers in Rangoon, luge lessons. In the spring we'd make meat helmets. If I was insolent, I was placed in a burlap bag and beaten with reeds. Pretty standard, really. At the age of twelve I received my first scribe. At the age of fifteen, a Zoroastrian named Vilma ritualistically shaved my testicles. There really is nothing like a shawn scrotum. At the age of eighteen, I went off to evil medical school. From there... ANGLE ON THE THERAPIST AND THE GROUP. They are stunned. 82 PSYCHEDELC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE GRAPHIC: Sock It To Me Austin and the go-go girl dance crazily. 83 EXT. VIRTUCON HIGH RISE - NEXT MORNING 84 INT. HALLWAY - VIRTUCON A TOUR is in progress. Austin, Vanessa, and other TOURISTS ride on an electric tram. AUSTIN Since I've been unfrozen, I've had a rancid taste in my mouth. Do you have a piece of gum? VANESSA (in her own world) Do you think she's prettier than I? AUSTIN Who? VANESSA You know who. AUSTIN No! Don't lay your hang-ups on me, Vanessa. You're being very trippy. VANESSA I'm looking at you, and the

whole time I can't help thinking you had your willie inside her hootchie-kooch. AUSTTIN Well put. Listen love, we can't keep having this fight. I'm an International Man of Mystery. Sometimes in the course of my work to save the world I have to shag some crumpet. It's all part of the job. TOUR GUIDE Welcome to Virtucon, the company of the future. (pointing to large display window) Virtucon is a leading manufacturer of many items you'll find right in your own home. We make steel, volatile chemicals, petroleum-based products, and we also own the Franklin mint, which makes decorative hand-painted theme plates for collectors. (holds up plate) Some plates, like the Gone With The Wind series, have gone up in value as much as two-hundred and forty percent, but, as with any investment, there is some risk involved. The people on the tour APPLAUD. TOUR GUIDE Coming up on the left, we have the Virtucon gift shop, offering a wide range of Virtucon licensed products. On the right, you'll notice a door that leads to a restricted area. Only authorized personnel are allowed beyond that point. 85 INT. VIRTUCON GIFT SHOP AREA All the tourists head for the gift shop. Austin notices a SEVEN-FOOT-TALL SCIENTIST leaving the "RESTRICTED AREA" with a FOUR-HUNDRED-POUND FEMALE SCIENTIST. They both wear Virtucon coveralls. AUSTIN I'll take him, you take her. The seven-foot-tall male scientist goes to the men's room; the four-hundred-pound woman goes to the ladies room. Austin and Vanessa follow. We hear from inside either washroom the sound of PEOPLE BEING KNOCKED OUT. Austin and Vanessa exit wearing the scientists' coveralls over their clothes. Magically, the coveralls fit perfectly. They go through the doors into the restricted area. 86 INT. HALLWAY - RESTRICTED AREA They approach the security GUARD. VANESSA Austin, we don't look anything like our photo badges. AUSTIN Don't worry, baby. I picked up a mind control technique during my travels to India. I learned it from my guru, the late Guru Shastri, a chaste man who mysteriously died of a disease that had all the hallmarks of syphilis. Just watch me. Watch me, now. They reach the guard. GUARD Hi, folks. You're entering a restricted zone. Can I see your security badges? AUSTIN Sure. They flash their security badges to the guard. ANGLE ON AUSTIN. We push in slowly as Austin concentrates, raising one eyebrow and then the other, back and forth. MUSIC: Mystical Indian sitar. AUSTIN (hypnotist-like) Everything seems to be in order. GUARD (looking at the badges) Hey, wait a minute&emdash; ANGLE ON AUSTIN. He redoubles his eye-brow-raising. GUARD (trance-like, in Austin's English accent) Everything seems to be in order. VANESSA That's amazing. Let's go! AUSTIN Hold on one second. Austin again does his mind control trick. AUSTIN Here, have a piece of gum. GUARD

(in trace) Here, have a piece of gum. He hands Austin a piece of gum. AUSTIN Don't mind if I do. GUARD (slipping out of trance) Hey! Wait a minute, that's my last piece of gum. Austin does his mind-control again. AUSTIN No, no, I want you to have it, even if it's my last piece. GUARD (trance-like) No, no, I want you to have it, even if it's my last piece. AUSTIN (mind-controlling) I'm going to go across the street and get you some sherbert. VANESSA (irritated) Austin, we have to go! She pulls him away. GUARD (OS) (faintly) I'm going to go across the street and get you some sherbert. Austin and Vanessa come to a door marked "PROJECT VULCAN - TOP SECRET." They walk through. 87 INT. PROJECT VULCAN RESEARCH ROOM Inside, SCIENTISTS wearing head-to-toe radiation suits surround and inspect a huge diamond-encrusted drill bit. SCIENTIST This is the strongest, sharpest drill bit ever produced by man. It weighs fifteen metric tones and can bore through a mile-thick bedrock of solid granite in seven seconds. 88 INT. VIRTUCON GIFT SHOP AREA - TOUR TRAM A SECURITY GUARD and the tour guide take a head count. They notice Austin and Vanessa's empty seats on the tram. The guard speaks into his walkie-talkie. 89 INT. PROJECT VULCAN RESEARCH ROOM SFX: ALARM GOES OFF ANNOUNCER (on PA) Attention, there are intruders in the complex. All the radiation suited scientists turn to look at Austin and Vanessa. SCIENTIST Get them! The scientist approach. Austin knocks two of them out cold with judo chops. AUSTIN Judo chop! Judo chop! Vanessa knocks two of them out using roundhouse kicks. SECURITY GUARDS flood into the room from the hallway. Austin and Vanessa take off through another side door which reads "VIRTUCON STEAMROLLER TESTING FACILITY." 90 INT. STEAMROLLER TESTING FACILITY It is a room the size of a large gymnasium overseen by a large observation booth. Six STEAMROLLER go around a test track very slowly. Austin and Vanessa hide behind one of the slowly moving steamrollers. Security guards enter the facility and begin fanning out in a search. AUSTIN Our only way out of here is to drive out! They climb up the back of a steamroller, KNOCK OUT the DRIVER, push him off, and assume the controls. P.A. (OS) There they are! Two SECURITY GUYS jump on either side of the steamroller. Vanessa wrestles the machine gun off on and pushes him away. Austin punches the other one off. AUSTIN Hang on! I'm going to floor it! He engages a lever. It goes only slightly faster. TWO SECURITY GUARDS jump in front of the steamroller. They are acting like they're frozen, ad if in the headlights of a fast-approaching car. GUARD Noooooooooooooo! AUSTIN Where did you learn to shoot? VANESSA Where did you learn to drive? ANGLE

ON THE GUARDS. One of the guys jumps out of the way as if "in the nick of time." The steamroller is now 8 yards away. The other army guy is still frozen in the path of the oncoming steamroller. GUARD Noooooooooooooo! VANESSA Austin, watch out! AUSTIN (looking around) Where? Where? ANGLE ON THE GUARD. He's bathed in the headlights of the steamroller, which is still 3 yards away. GUARD Noooooooooooooo! ANGLE ON AUSTIN AND VANESSA. Austin is frantically jerking the steering wheel and trying to downshift. SFX: Metal grinds. The shifter breaks off along with a gaggle of wares. He desperately jams on the breaks. ANGLE ON THE GUARD. He is finally run over by the steamroller. There is an inordinate amount of blood and guts. By now, Austin and Vanessa are right by the door. They run out into the hallway. 91 INT. HALLWAY The coast is clear. VANESSA Thank God, Austin, we made it. AUSTIN Yes, act naturally and we'll split this scene the way we came in, Vanessa. From behind, a HAND knocks Vanessa and Austin out. It is Random Task flanked by four SECURITY GUARDS. 92 INT. STEAMROLLER TESTING FACILITY We see the aftermath. Several WORKMEN sweep up the blood and guts with large squeegees and brooms. One of them turns to reveal "Steamroller Accident Response Team" written on his jumpsuit. Another WORKMAN leans down to the body with a hand broom and dust pail to sweep up blood. ZOOM IN on the steamrolled Army guy's ID tag, which reads "STEVE HARWIN." 93 EXT. SUBURBAN HOUSE - LOS ANGELES It is a pleasant, Marcus Welby-like ranch-style house. We hear a PHONE RINGING. 94 INT. KITCHEN A pleasant-looking MIDDLE AGED LADY answers the phone. MIDDLE AGED LADY Hello? (pause) Yes, this is Mrs. Harwin. (pause) Yes, I have a son named Steve Harwin. (pause) Yes, that's right, he's a henchman in Dr. Evil's Private Army. (pause) What? Killed? (pause) How? (pause) Run over by a steamroller? Oh my God. Thank you for calling. She HANGS UP. A FOURTEEN-YEAR-OLD enters. FOURTEEN-YEAR-OLD Hi Mom! When's Steve coming home? He said he was going to teach me to play ball. MRS. HARWIN Sit down, Billy, I have some bad news. As you know, your brother Steven was a henchman in Dr. Evil's Private Army. BILLY Was? What is it, Mom? MRS. HARWIN Your brother was run over by a steamroller. BILLY A steamroller? (bursting into tears) No, not Steve! Since Dad died, Steve's been like a father to me. MRS. HARWIN I'm sorry son. People never think how things affect the family of the henchman. (hugging him) I love you, Billy. (to herself, out loud) I wonder if we'll be able to receive Steve's henchman's comp. CAMERA PANS to a high-school photograph of Steve on the wall. 95 INT. PSYCHEDELIC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky

Drummer Beat TITLE GRAPHIC: The Pad Austin and the go-go girl dance crazily. 96 EXT. VEGAS - HIGHWAY We see a Virtucon electric minivan humning along. 97 INT. BACK OF ELECTRIC MINIVAN Austin and Vanessa are unconscious. 98 EXT. HIGHWAY The electric minivan turns onto a dirt road that leads to a boulder. 99 EXT. DESERT - BOULDER The boulder lifts up and the minivan drives into it. 99A INT. UNDERGROUND TUNNEL The minivan enters a long cylindrical tunnel. 100 INT. FREIGHT ELEVATOR The minivan is being lowered on a high-speed elevator. 101 INT. DR. EVIL'S MAIN CHAMBER VIRTUCON ARMY MEMBERS keep watch. SCIENTISTS check clipboards. DR. EVIL Frau Farbissina, check on our guests. The electric minivan pulls up right next to the immense table. All the evil associates are present. Dr. Evil squeezes a tennis ball repeatedly. Frau Farbissina opens the rear hatch of the minivan and pulls out Austin and Vanessa. DR. EVIL Welcome to my underground lair, Mr. Powers. Mrs. Kensington's daughter, how lovely. I believe your name is Vanessa? I'd shake your hands, except for obvious reasons. VANESSA I don't understand. DR. EVIL My hand, dammit! Look at it! AUSTIN What's wrong with your hand? DR. EVIL Don't try to suck up to me! It's a little late for that. I'm a freak! Look at it, it's been rendered useless. He moves his arm around to show them, but it's virtually normal, just slightly aged. AUSTIN I'm sorry, baby, I'm just not grocking your head space. DR. EVIL Oh forget it. As a fellow player on the international stage, Mr. Powers, I'm sure you'll enjoy watching the curtain fall on the third and final act. A large telescreen comes on, showing the United Nations Secret Meeting Room. DR. EVIL Gentlemen, I give you the Vulcan. He presses a button on his chair panel. A giant canvas falls, unveiling an ultra-high tech diamond-bladed subterranean bore&emdash; the VULCAN. It is rather phallic. AUSTIN (under his breath to Vanessa) Does that make you horny? VANESSA (under her breath) Not now, Austin. DR. EVIL The world's most powerful subterranean drill. 102 INT. UNITED NATIONS SECRET MEETING ROOM ON SCREEN: Stock footage of volcanoes erupting and animated charts of magma squirting through the Earth's layers. DR. EVIL (voice over) So powerful it can penetrate the Earth's crust, delivering a 50 kiloton nuclear warhead into the planet's hot liquid core. Upon detonation, every volcano on the planet will erupt. The various representatives are ABUZZ. Behind the British delegation sits Basil Exposition. To his right, sits Mrs. Exposition with a hideous BLACK EYE. AMERICAN UN REPRESENTATIVE Why should we pay him the money? He's only got one warhead and he's going to detonate it deep underground. BASIL EXPOSITION (the light shifts towards dramatic as he speaks) My God, man, don't you understand? It won't just be active volcanoes, inactive ones will erupt as well. Seven-eighths of the Earth's land mass will be

deluged with hot magma. Tectonic plates will shift, causing massive earthquakes. Imagine no United Kingdom. Think of it, no cricket, no tea, no freshly toasted crumpets smothered with Devonshire clotted cream, the diving mystery of Stonehenge. Imagine severing forever the continuity of Britannic majesty, the demise of this sceptered isle, this jewel, this England... BRITISH UN REPRESENTATIVE Any word from Powers? BASIL EXPOSITION (back to normal) I'm afraid we've lost contact with him. BRITISH UN REPRESENTATIVE I see. UNITED NATIONS SECRETARY Dr. Evil, it seems we have no choice but to pay your ransom. 103 INT. DR. EVIL'S MAIN CHAMBER DR. EVIL Gentlemen, your deadline is in three hours. You have your instructions. Good-bye. The screen goes BLACK. DR. EVIL Come join us for dinner, won't you Mr. Powers? 103A INT. DR. EVIL'S PRIVATE QUARTERS Austin and Vanessa are seated at a table with Frau. WAITERS serve food. MUSIC: Sexy Matt Helm-type theme DR. EVIL I think you'll enjoy the food. I have the best chef in the world. His name is Ezekial. He's made of seventy-five percent plastic. Scott enters. DR. EVIL Scott my boy, come here. How was your day? SCOTT EVIL Well, me and a buddy went to the video arcade in town and, like, they don't speak English right, and so my buddy gets into a fight, and he goes 'hey, quit hassling me cause I don't speak French or whatever', and the other guy goes something in Paris talk, and I go 'um, just back off' and he goes 'get out' and I go 'make me'. DR. EVIL (trying to hide contempt) Fascinating. What are your plans for this evening? SCOTT EVIL Thought I'd stay in. There's a good tittie movie on Skinemax. DR. EVIL And that's how you want to live your life, is it? SCOTT EVIL Yeah. What? ANGLE ON A PANEL OF BUTTONS that has everyone's names on it. Dr. Evil's hand hovers over the button labeled "SCOTT." Frau Farbissina slaps his hand away. DR. EVIL Scott, I want you to meet Daddy's nemesis, Austin Powers. SCOTT EVIL Why are you feeding him? Why don't you just kill him? DR. EVIL In due time. SCOTT EVIL But what if he escapes? Why don't you just shoot him? What are you waiting for? DR. EVIL I have a better idea. I'm going to put him in an easily-escapable situation involving an overly-elaborate and exotic death. SCOTT EVIL Why don't you just shoot him now? Here, I'll get a gun. We'll just shoot him. Bang! Dead. Done. DR. EVIL One more peep out of you and you're grounded. Let's begin. A PRIVATE ARMY SOLDIER grabs Austin and Vanessa. Dr. Evil hits a button. One whole wall slides out to reveal a tank. DR. EVIL Mr. Powers, Vanessa, some friends of mine are

joining us for dinner. They're quite delighted you'll be part of the meal. The soldier takes Austin and Vanessa to the tank and puts them in the dipping mechanism. AUSTIN Dr. Evil, do you really expect them to pay? DR. EVIL No, Mr. Powers, I expect them to die. Even after they pay me the money, I'm still going to melt all the cities of the world with hot magma. (to guard) All right, guard, begin the unnecessarily Slow-Moving Dipping Mechanism. The guard do so. Austin and Vanessa begin to descend slowly towards the surface of the water. DR. EVIL Release the sharks! (to the room) All the sharks have had laser beams attached to their heads. I figure every creature deserves a warm meal. FRAU FARBISSINA (clearing her throat nervously) Dr. Evil? DR. EVIL Yes, what is it? You're interrupting my moment of triumph. FRAU FARBISSINA It's about the sharks. Since you were frozen, they've been placed on the Endangered Species List. We tried to get some, but it will take months to clear up the red tape. DR. EVIL (disappointed) Right. (to Austin) Mr. Powers, we're going to lower you in a tank of piranhas with laser beams attached to their heads. Frau clears her throat again. DR. EVIL What is it now? FRAU FARBISSINA Well, we experimented with lasers, but you would be surprised at how heavy they are. They actually outweighed the piranha themselves, and the fish, well, they sank to the bottom and died. DR. EVIL I have one simple request&emdash; sharks with friggin' laser beams attached to their heads, and it can't be done? Remind me again why I pay you people? What do we have? FRAU FARBISSINA Sea bass. DR. EVIL Right. FRAU FARBISSINA They're mutated sea bass. DR. EVIL Really? Are they ill-tempered? FRAU FARBISSINA Please allow me to demonstrate. Frau Farbissina throws a leg of lamb attached to a rope towards the tank, where the WATER BUBBLES and sea bass arch through the air. The sea bass devour the lamb. She pulls the rope back. The lamb has been eaten to the bare bone. DR. EVIL Fine. Whatever. Mutated, ill-tempered sea bass it is. (to the room) Come, let's return to dinner. Close the tank. SCOTT EVIL Aren't you going to watch them? They'll get away! DR. EVIL No, we'll leave them alone and not actually witness them dying, and we'll just assume it all went to plan. SCOTT EVIL I have a gun in my room. Give me five seconds, I'll come back and blow their brains out. DR. EVIL No Scott. You just don't get it, do you? Dr. Evil presses a button; the wall closes back over the tank. 104 INT. TANK

AREA Austin and Vanessa slowly descend towards the water. They can see the WATER BUBBLING beneath them. VANESSA What's your plan? Just then, a SEA BASS jumps out of the water, just missing Austin. AUSTIN First, I plan to soil myself. Then, I plan to regroup and think about the next move. Any thoughts? VANESSA Sadly, no. Hold on! I always keep this on me just in case. She pulls out a container of dental floss. AUSTIN All right, I get it. I have bad teeth. You have to understand, in Britain in the Sixties you could be a sex symbol and still have bad teeth. It didn't matter. VANESSA No, no, no. We'll use the floss to get to the ledge. AUSTIN Smashing idea! Give it to me. Austin takes the container and draws out four feet of dental floss and spins the container above his head like a bolo. He throws it and it wraps around a RADIATOR and it catches like a grappling hook. Austin begins drawing out the floss to take up the slack. Meanwhile, the slow-dipping mechanism is edging towards the sea bass. Unfortunately, Austin is still drawing out the floss. He keeps pulling out floss. More floss still. The mechanism continues to sink. Finally, the floss line goes TAUT. Austin ties it off high on the pole of the slow-dipping mechanism. Austin holds out his hand like a surgeon&emdash; Vanessa places a tube of toothpaste in his hand. Meanwhile the guard is reaching to undo the floss. Austin places the open tube on his palm, aimed at the guard. Vanessa WHISTLES at the guard loudly. He turns around. AUSTIN Judo chop! Austin JUDO CHOPS the toothpaste tube, sending a stream of toothpaste into the guard's eyes. GUARD (screaming, rubbing his eyes) My eyes! My eyes! Austin folds the tube across the top of the wire, grabbing both ends. AUSTIN Hold on, Vanessa! She grabs onto him and they slide down the floss to safety right as the dipping mechanism goes under the water. Meanwhile, the guard waits for them with toothpaste smeared all over his face. He and Austin STRUGGLE. The guard manages to get Austin pinned to the ground, Austin's head dangling over the water. SEA BASS circle. The water boils, dangerously close to Austin's head. VANESSA (shouting) Austin, watch out! Austin FLIPS the guard over. The SEA BASS chew the guard's head off like a blender. AUSTIN Not a good time to lose one's head. VANESSA Indeed. AUSTIN That's not the way to get ahead in life. VANESSA Yes. AUSTIN It's a shame he wasn't more headstrong. VANESSA Shut up. AUSTIN Fair enough. They head out a door. ANGLE ON THE HEADLESS TORSO. The name tag reads "JOHN SMITH." 105 EXT. HOOTERS RESTAURANT - DAY It is a sports bar-type restaurant that has scantily clad BUSTY WAITRESSES. 106 INT. HOOTERS RESTAURANT At a table we see fifteen or so TWENTY-SOMETHING GUYS, scouting chicks, drinking mugs of beer. GUY 1 I can't believe John Smith is getting married tomorrow.

GUY 2 Where is Smittie anyways? It's not like him to be late for anything, especially his own stag party. GUY 3 Well, you know he's a henchman for Dr. Evil. Sometimes they work late. Can I just say something that may sound a little sappy? I think it's a testament to our friend John that so many of his buddies showed up in his honor. There's a lot of love in this room. A large-breasted WAITRESS approaches with a phone. WAITRESS Hi, I have a phone call here for the John Smith party. GUY 1 Hello? (pause) Yes, I have a friend named John Smith. (pause) That's right, he's in Dr. Evil's private army. (pause) What? He's dead? (pause) Decapitated by mutated flying sea bass? Oh my God! OK, thank you. He hangs up. GUY 2 (to Guy 1) Hey Bill, what's wrong? Was that John? Is he coming late? GUY 1 Guys, John's not coming. GUY 2 Why? GUY 1 He was decapitated by mutated flying sea bass. GUYS (upset) Oh no, oh my God, etc. GUY 1 All right, to Smittie! Everyone raises their glasses. GUYS To Smittie! 107 INT. PSYCHEDELIC SCENE BREAK MUSIC: Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE GRAPHIC: Out of Sight Austin and the go-go girl dance crazily. 108 INT. CORRIDOR Austin and Vanessa drive a Dr. Evil golf cart down a brightly-lit, narrow corridor to a doorway marked "Emergency Exit." VANESSA What do we do now? AUSTIN We've got a freaked out square and world annihilation is his bag. You go get help. I'm gonna stay here and keep an eye on the bad Doctor. VANESSA I'm not going anywhere. We're a team. AUSTIN Too right, youth. That's why I need you to lead the troops. VANESSA I'll hurry back. AUSTIN Listen, Vanessa, whatever happens, I just want you to know that I feel bad about shagging that Italian girl. I had a sip of sake and all of the sudden, I don't know what happened. The whole time I was shagging her&emdash; I mean really shagging her, I mean it was crazy, I was like a huge mechanical piston, in and out, IN and OUT!&emdash; VANESSA (cutting him off) Austin, what's your point? AUSTIN Anyways, what I'm trying to say is that if you want me to be a one-woman man, well, that's just groovy, because...I love you. VANESSA Oh, behave! Vanessa goes out the door. 109 INT. LADDER Vanessa starts climbing up the ladder. 110 INT. CORRIDOR Austin tries to turn the cart around in the narrow corridor. He begins a twenty-seven point turn. 111 INT. DR. EVIL'S PRIVATE QUARTERS Dr. Evil, Scott and the evil

associates finish dinner. DR. EVIL Come, everyone, let us repair to the main chamber. Project Vulcan is about to begin. Scott, are you coming? SCOTT EVIL I don't want to. DR. EVIL Don't you want to see what Daddy does for a living? SCOTT EVIL (under his breath) Blow me. DR. EVIL What did you say? SCOTT EVIL Show me. They all go towards a giant door with the radiation symbol painted on it. 112 INT. CORRIDOR Austin's still trying to turn the cart around. PULL BACK TO REVEAL&emdash; The cart is completely wedged perpendicularly in the corridor. Austin jumps out and starts running down the hall. Austin comes to a T in the hall and goes around the corner. He sees two GUARDS and ducks into a door. 113 INT. FEMBOT LAIR Inside are SEVEN FEMBOTS lounging in various seductive poses on Sixties furniture&emdash; egg chairs, trapezes, round furry bed, etc. MUSIC: Sexy Matt Helm-type theme AUSTIN Hello, hello. FEMBOT Hello, Mr. Powers, care to have a little fun? AUSTIN (looking at his watch) No, actually, I have to save the world. He runs towards to door to exit. Suddenly, A PAIR OF FEMALE LEGS drop and wrap around Austin's neck and lift him up. His feet leave the floor. Another FEMBOT cartwheels up to Austin. Nozzles pop out of the tips of the Fembot's bra. AUSTIN Is it cold in here? A cloud of multicolored gas spews from the nozzles. Austin is overcome. The room starts to spin. 114 INT. DR. EVIL'S MAIN CHAMBER - CONTROL AREA Dr. Evil sits into his chair with his radiation suit on. DR. EVIL Arm the probe! A small electric flatbed comes in carrying the nuclear warhead. A PHALANX of Dr. Evil's soldiers run beside it. The cart approaches the subterranean probe and the warhead is loaded up into its tail. 115 INT. FEMBOT'S LAIR Austin is on the bed being held down by the Fembots. Psychedelic music plays. Projected colored swirling lights flash. The Fembots swirl around seductively. AUSTIN (delirious) I've got to get Dr. Evil! (eyes closed, fingers in his ears) Margaret Thatcher naked on a cold day! Margaret Thatcher naked on a cold day! Margaret Thatcher naked on a cold day! 116 INT. DR. EVIL'S MAIN CHAMBER The (very phallic) Vulcan droops to its down position. DR. EVIL Probe in place. TECHNICIANS in "VIRTUCON" lab coats scurry about, being technical. DR. EVIL Five minutes to go. Let the penetration countdown begin. Dr. Evil presses a button marked "PENETRATION BEGIN." Next to it is a large button that says "ABORT." ANGLE ON AN EASTERN EUROPEAN TECHNICIAN at a microphone. EASTERN EUROPEAN TECHNICIAN (on PA, very slowly, with very thick accent) Five minutes and COUN-ting. 117 EXT. DESERT Vanessa leads fifteen COMMANDOS on ATCs across the sand. 118 INT. FEMBOT LAIR Two Fembots guard the door and five are on the bed in come-hither poses. FEMBOT You can't resist us, Mr. Powers. Eventually you'll give in.

AUSTIN Au contraire, I think you can't resist me. MUSIC: Sexy Matt Helm-type theme Austin starts his seductive dance. He does a quick head count of the Fembots, reaches out of frame, pulls out eight cigarettes, put them in his mouth and lights them with a blowtorch. He throws seven cigarettes one by one. Each cigarette lands perfectly in a different Fembot's mouth. Austin smokes the remaining cigarette. Austin begins to do a seductive striptease. The Fembots are aroused. He takes off his shirt, revealing his hairy chest, and focuses his sexual energy on one Fembot. She begins to shake violently, her head shaking back and forth like in Jacob's Ladder. Eventually her head explodes. Austin is now stripped down to his Union Jack bikini briefs and turns to another Fembot. Her head explodes. He takes off his shoes and throws them away cavalierly. Then he tosses down his lit cigarette and grinds it with his bare foot. He gives a look of disguised pain. He mouths "I love you" to another Fembot. Her head explodes. He does the 'I'll call you' hand signal to yet another Fembot, whose head explodes. Austin does a hip-thrust to another and her head explodes. Austin leans over and wags his rump to the two remaining Fembots. AUSITN Oh, I fell over. Their heads explode simultaneously. All the Fembots are lying on the floor, smoking. Just then, Vanessa enters, flanked by a COUPLE OF COMMANDOS. She surveys the scene and looks at Austin in his briefs. She's hurt. The commandos salute Austin. AUSTIN It's not what it looks like, Vanessa. (to the commandos) At ease, boys. VANESSA (glancing down) Likewise. AUSTIN I can explain. They attacked me. Gas came out of her...well, and then they...and I... VANESSA I believe you, Austin. Let's go. AUSTIN Hold on a tick, let me put on my togs. 119 INT. MAIN CHAMBER Austin and Vanessa lead FIFTEEN COMMANDOS into the chamber and GUNFIRE breaks out. Two CATWALKS run the length of the chamber, meeting at the door to the control area. The commandos split into two groups and lob grenades at the PRIVATE ARMY SOLDIERS who are guarding the stairs leading to the catwalks. They go flying. 120 INT. CONTROL AREA The ALARM goes off. DR. EVIL Activate the blast shutters! Metal shutters automatically cover the windows overlooking the probe mechanism. DR. EVIL Launch the subterranean probe! The giant probe engine begins to throb and whirl. The tip of the spinning probe suddenly strikes the floor of the chamber and burrows into the earth with atomic force. Smoke and debris explode upwards. The entire chamber quakes violently&emdash; eight on the Richter scale. EASTERN EUROPEAN TECHNICIAN We have penetration. Subterranean detonation&emdash; two minutes and COUN-ting. 121 INT. DR. EVIL'S MAIN CHAMBER Austin, Vanessa, and three commandos are pinned down behind several VIRTUCON BARRELS 121A INT. CATWALK Another FOUR GUARDS block their way. Austin goes to shoot, but he's out of bullets. SFX: clicka-clicka Austin and Vanessa run along the catwalk towards the control room. They're directly in the path of TEN CHARGING PRIVATE ARMY SOLDIERS. AUSTIN Follow me! We're going to have to jump over the rail! VANESSA Are you crazy? AUSTIN Don't worry!

ANGLE ON SIDE SHOT OF CATWALK They continue to run towards the guards behind some STACKED BARRELS. Two OBVIOUS STUNT DOUBLES run out from behind the barrels in a continuous motion instead of Austin and Vanessa and diver over the rail. ANGLE ON THE OTHER TEAM OF COMMANDOS They are making progress on the other catwalk. ANGLE ON AUSTIN AND VANESSA They have landed safely, but are surrounded by FIVE PRIVATE ARMY SOLDIERS, armed to the teeth&emdash; one has a bazooka, one has a flamethrower, one has a Gatling gun, etc. They see Austin and throw down their weapons, pulling out KNIVES. One of the private soldiers runs at Austin and he stabs him. Another soldier runs at Austin, and Austin also stabs him. A third private army soldier runs at Austin. Austin does the stabbing motion. SFX: clicka-clicka AUSTIN Blast! Out of ammo. Vanessa unleashes a series of kicks, knocking them all out. 121B INT. CONTROL ROOM Austin begins to enter. VANESSA Austin, I'm coming with you. AUSTIN I'm going it alone this time, Vanessa. I have a follow-up visit with the Evil Doctor. VANESSA I'll secure the perimeter. 122 INT. CONTROL AREA Austin enters the control area. A VIRTUCON ARMY MAN fires at him. Austin returns fires, shooting up some electrical equipment. Live wires dangle dangerously. Austin sees Mr. Bigglesworth running out a read door. DR. EVIL (OS) Come, Mr. Bigglesworth! Austin heads for the door until he smacks into AN INVISIBLE FORCE FIELD. He turns and sees a bank of old-fashioned computers labeled "DESTRUCTACON 5000". DESTRUCTACON (VO) Good afternoon, Mr. Powers, I'm the Destructacon 5000. I'm programmed to prevent you from progressing beyond this point. You might as well surrender. Resistance is futile. Your odds of survival are 23,763,273 to 1. AUSTIN Well, Destructacon 5000, you have quite a head on your shoulders, I dare to coin. DESTRUCTACON (VO) Yes, I am programmed to answer any question. AUSTIN Really? Let me ask you this. What is love? DESTRUCTACON (VO) That does not compute. AUSTIN Why not? It's a question. DESTRUCTACON (VO) Love is...love is...love is... The computers begin to smoke. Alarm bells ring. DESTRUCTACON (VO) Remjack! Remjack! (singing) Daisy, Daisy... (faster) Remjackremjackremjack! There is a muffled explosion. The computer goes dark. Austin passes through the force field and heads for the door until he hears&emdash; EASTERN EUROPEAN MAN (on PA) Subterranean detonation&emdash; one minute and COUN-ting. He begins looking furiously for the abort button. AUSTIN (to Eastern European Man) Where's the abort button? The Eastern European Man holds up his finger as if to say 'give me one second.' EASTERN EUROPEAN MEAN (on PA) Forty-five seconds and COUN-ting. (to Austin) It's right over there. Austin sees the abort button. It is across the room. Just

then, Random Task enters. Austin sees him and goes to shoot him, but he has run out of bullets. Random task takes off his SHOE. Austin makes his way across the room to the button. Random Task THROWS HIS SHOE. ANGLE ON SHOE SPINNING IN THE AIR The shoe HITS AUSTIN IN THE HEAD. Austin pauses. The shoe has not killed him. It has just hurt him slightly. AUSTIN Ow! That really hurt. I'm going to have a lump there, you idiot! Who throws a shoe? You fight like a woman. EASTERN EUROPEAN MAN (on PA) Fifteen seconds and COUN-ting. Random task blocks Austin's way to the button. He stands there, menacing, missing one shoe. Exposed wires are everywhere. On the counter beside Austin is a Big Gulp. AUSTIN Care for a drink? Austin throws the drink at Random Task's feet. It lands in front of him on a pile of exposed wires. Electricity travels through the Big Gulp, up Random Task's wet sock, ELECTROCUTING him. He begins to SMOKE, and then dies. AUSTIN Shocking. EASTERN EUROPEAN MAN Three...two...one... A 50 kiloton explosion from deep in the earth rocks the control area. 123 EXT. STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING Different volcanoes around the world. Lava spews and flows. 124 INT. CONTROL AREA Austin dives in SLOW MOTION towards the abort button. He flies through the air for an inordinate length of time. AUSTIN (slow motion distortion) Nooooooo! His hand lands on the button. EASTERN EUROPEAN MAN (on PA) Abort. 125 EXT. STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS Lava, smoke and debris sucks back into volcanoes around the world. (Eruption footage run in reverse.) 126 INT. CONTROL ROOM Having saved the world, Austin picks up a MACHIEN GUN from a fallen Private Army guy and runs to the door at the back, chasing Dr. Evil. 127 INT. CORRIDOR Austin chases after Dr. Evil. 128 INT. DR. EVIL'S PRIVATE QUARTERS Austin bursts in, catching Dr. Evil packing a suitcase. AUSTIN I've got you, Dr. Evil! DR. EVIL Well done, Mr. Powers. We're not so different, you and I. It's true, you're British, and I'm Belgian. You have a full head of hair, mine is slightly receding. You're thin, I'm about forty pounds overweight. OK, we are different, I'm not making a very good point. However, isn't it ironic, Mr. Powers, that the very things you stand for&emdash; swinging, free love, parties, distrust of authority- are all now, in the Nineties, considered to be...evil? Maybe we have more in common than you care to admit. AUSTIN No, man, what we swingers were rebelling against were uptight squares like you, whose bag was money and world domination. We were innocent, man. If we'd known the consequences of our sexual liberation, we would have done things differently, but the spirit would have remained the same. It's freedom, man. DR. EVIL Your freedom has cause more pain and suffering in the world than any plan I ever dreamed of. Face it, freedom failed. AUSTIN That's why right now is a very groovy time, man. We still have freedom, but we also have responsibility. DR. EVIL Really, there's nothing more pathetic

than an aging hipster. Alotta enters. She holds a gun to Vanessa's head. ALOTTA Not so fast. DR. EVIL Well, it seems the tables have turned, Mr. Powers. Just then, Scott Evil enters. SCOTT EVIL Hey, Dad, I can take my Sega, right? Austin grabs Scott and puts the gun to his head. AUSTIN It seems the tables have turned again, Dr. Evil. DR. EVIL Not really. Kill the little bastard. See what I care. AUSTIN Man, you are one chilly square! SCOTT EVIL Dad, we just made a breakthrough in group! DR. EVIL I had the group liquidated, you little shit. They were insolent. SCOTT EVIL I hate you! I hate you! I wish I was never artificially created in a lab. DR. EVIL Scott, don't say that... Scott runs off. In the confusion, Vanessa KNOCKS the gun out of Alotta's hands. Alotta pulls out a knife. Austin SHOOTS the knife out of her hand. Vanessa grabs Alotta by the throat. VANESSA This is for sleeping with my man, you whore! ALOTTA I didn't sleep with him. VANESSA I don't believe you. ALOTTA (choking) It's the teeth. VANESSA OK, I believe you. But you still must be chopped. Vanessa gives her a judo chop. VANESSA Judo chop! Meanwhile, Dr. Evil has run to the egg shaped rocket, which closes and begins to lift up through a hole in the ceiling. He runs in. On the way, he flips a switch which says "SELF-DESTRUCT - 5:00 MINUTES." EASTERN EUROPEAN MAN (OS) (on PA) Five minutes to self-destruct and COUN-ting. Austin SHOOTS and misses. Rocket exhaust pours out of the hole in the ceiling. AUSTIN Let's split! Austin and Vanessa run out the door into the... 129 INT. CORRIDOR They pass Number Two, who is front of an open safe, stuffing his pockets with cash while the others are trying to escape. Austin and Vanessa run to the main chamber... 130 INT. MAIN CHAMBER ...to the main corridor... 131 INT. MAIN CORRIDOR ...past the Fembot lair, over the wedged-in cart, to the escape ladder. They begin to climb. 133 INT. MAIN CHAMBER Explosions, debris, the cavern begins to collapse. 134 STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT Ground caving in from an underground nuclear explosion. 135 EXT. RAFT - MIDDLE OF THE OCEAN - DAY Austin and Vanessa are floating in a large inflatable raft. FIERY DEBRIS falls in the water around them. VANESSA I have something to tell you. AUSTIN Lay it on me. VANESSA I love you, Austin. AUSTIN That's fab, because I love you, too, Vanessa. VANESSA Kiss me. AUSTIN Behave! Austin and Vanessa draw towards each other, preparing for a passionate kiss. Just as their lips

are about to touch, however, they are interrupted by a strong WIND and the noise of a HELICOPTER OVERHEAD. Their hair is blown all about and the waves are whipped into a frenzy. AUSTIN Just when things were getting interesting. ANGLE ON BASIL EXPOSITION wearing scuba gear, being lowered on a rope from the helicopter. He stops just above them. BASIL EXPOSITION Well, Austin, you've stopped Dr. Evil from destroying the world with his subterranean nuclear probe, and somehow you and Agent Kensington managed to escape unscathed from his evil lair. AUSTIN I'd say that about sums it up, Exposition. BASIL EXPOSITION Not quite, actually. Vanessa, I have something for you. Basil hands Vanessa an official-looking set of leather-bound credentials. BASIL EXPOSITION Because of your exemplary service to Her Majesty, you are now officially an active Field Agent with all the privileges and responsibilities thereof. VANESSA Thank you, Exposition. I'm honored. AUSTIN Congratulations, Field Agent Kensington! BASIL EXPOSITION Austin, I have something for you as well. He hands him a business card. BASIL EXPOSITION Here's the number of my dentist, he's first rate. Ring him up, he'll look after you. AUSTIN Thanks, Basil. Maybe the Nineties aren't so bad after all. VANESSA Oh, Austin. Austin and Vanessa embrace and kiss. BASIL EXPOSITION Austin, now, about your next mission&emdash; Still kissing Vanessa, Austin motions with his thumbs to the pilot of the helicopter to lift Basil up. He rises away in mid-sentence. BASIL EXPOSITION (rising up) But, wait, I&emdash; you got me again. Oh, and Austin&emdash; AUSTIN (calling out) Yes Basil? BASIL EXPOSITION (rising) Be careful! Austin and Vanessa kiss again. The helicopter blows them around. The CAMERA TILTS UP to the sky and continues to rise, until we are in&emdash; 136 EXT. SPACE We see DR. EVIL'S CAPSULE in orbit around the Earth. DR. EVIL (VO) I'll get you yet, Austin Powers! 138 END CREDITS ROLL LAST CREDIT reads "SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE." 139 AUSTIN POWERS LOGO ANNOUNCER (VO) Now you can get all the Austin Powers movies in one Laser Disk box set! Virtucon Home Video presents "The Powers Collection." 140 DISPLAY TABLE With five laser Disks laid out, alongside a PK-47, Austin's glasses, and floss and a toothbrush. ANNOUNCER (VO) Relive all your favorite Austin Powers movies, including... 141 GRAINY, BLACK & WHITE CLIP Showing Mike as Austin Powers, with Fifties hair and suit, against a rear projection of explosions and stunts from stock footage. ANNOUNCER (VO) Middle Name: Danger. AUSTIN So, Dr. Evil, do you expect the world to pay the ransom? DR. EVIL No, Mr. Powers, I expect them to die.

ANNOUNCER (VO) No Austin Powers collection would be complete without some of the later hits, like... 142 SEVENTIES FILM CLIP ANNOUNCER (VO) Four Eyes Only. We see Austin from behind, talking to a GIRL in a bathing suit. GIRL IN BATHING SUIT Oh, Austin, kiss me. He turns around. It's Austin Powers, played by ROGER MOORE, with the same glasses and bad teeth. ROGER MOORE Oh, behave! He does a frightening grin, displaying the AWFUL TEETH. ANNOUNCER (VO) We've also included some of the more obscure hits, like... 143 VERY RUNNY COLOR FILM CLIP ANNOUNCER (VO) From India With Affection. We see Austin Powers played by an INDIAN GENTLEMEN, same glasses, same bad teeth. INDIAN AUSITN (Indian accent) Well, my good fellow, are you expecting me to pay the ransom to you, you despot? INDIAN DR. EVIL (Indian accent) No kind sir, I expect you to go up in the evolutionary chain. But first, I expect you to sing. INDIAN AUSTIN (singing, Indian atonal) 'IF MUSIC BE THE FOOD OF LOVE, LET'S BAKE A CAKE.' 141 DISPLAY TABLE ANNOUNCER (VO) All the Austin Powers adventures in one Laser Disk boxed set! 145 CLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE-UP AUSTIN Behave! THE END

Austin Powers 2 MUSIC: timpani roll and dramatic sting NARRATOR In his last adventure, Austin Powers, a swinging spy from the Sixties, was unfrozen in the Nineties to battle his archenemy Dr. Evil. Austin foiled Dr. Evil's plan to send a nuclear warhead to the center of the earth and banished him into space forever. Or so he thought. 2 EXT. HOTEL - NIGHT (ESTABLISHING SHOT FROM FIRST MOVIE). SUPER: The French Riviera 3 INT. HOTEL - HALLWAY Elegant double doors with a brass plaque reading "Honeymoon Suite." A "Do Not-Disturb" sign hangs from the handle. 4 INT. HOTEL SUITE FROM THE FIRST MOVIE: Austin and Vanessa snuggle in bed. She plays with his chest hair. VANESSA I love you, Mr. Powers. AUSTIN And I love you, Mrs. Powers. SHOT TO MATCH EXISTING FOOTAGE: Austin gets out of bed. We see Vanessa putting on her robe from behind, and then EXISTING FOOTAGE: Austin and Vanessa kiss. VANESSA Let's go out on the terrace. It's a beautiful night, we can look at the stars. 5 EXT. HOTEL BALCONY EXISTING FOOTAGE: Austin and Vanessa gaze at the stars. AUSTIN Look how beautiful the night sky is. VANESSA Isn't that the big dipper? AUSTIN Yeah, and that looks just like Uranus. VANESSA Austin! AUSTIN (sheepish) Well, you know. VANESSA Hey, I've never seen that big star before. AUSTIN Yeah, what is that? Austin pulls out his telescope and takes a look. 6 AUSTIN'S POV - TELESCOPE EFFECT 7 EXT. SPACE EXISTING SHOT: The Bob's Big Boy rocket. 8 INT. DR. EVIL'S CAPSULE DR. EVIL This isn't over yet, Mr. Powers. I have one more trick up my sleeve, don't I Mr. Bigglesworth? The frozen Mr. Bigglesworth MEOWS. 9 EXT. SPACE The Bob's Big Boy rocket. Suddenly, a hatch opens in Bob's rear end and Dr. Evil's silver egg capsule poops out. 10 SFX: PLOOP! Capsule begins fiery re-entry to Earth 11 INT. HOTEL ROOM Austin comes in and shuts the balcony door. AUSTIN Oh well, I guess it was nothing. A VANESSA DOUBLE crosses carrying a bouquet of flowers, which obscure her face. AUSTIN Care for some champagne? (pouring) Here's to monotony-- I mean, monogamy! Vanessa sits at the vanity with her back turned. AUSTIN Hello? Vanessa? What are you doing, luv? VANESSA (back turned) Just putting on my-- As Vanessa turns around she puts her hands up and PULLS OFF HER FACE revealing wires, transistors, and a speaker where her mouth should be. FEMBOT VANESSA (computer voice) MAKE-UP! AUSTIN (frightened) Vanessa, you're a Fembot! They fight. Midway through the fight, machine guns pop out of Vanessa's breasts. AUSTIN Machine gun jubblies, how did I miss those? VANESSA (robot voice) PERHAPS NEXT TIME YOU SHOULD TRY FOREPLAY. Her machine gun breasts FIRE, spraying the room in SLO-MO. Then they run out of ammo and CLICK, CLICK. Austin empties his gun into the robot, but to no avail. She rushes at him, he gives her a judo chop, also to no avail. Then Austin' notices a SELF-DESTRUCI- switch and hits it. She starts to twitch, her head spins, and she EXPLODES. Fembot parts fly around the room. Austin sits on the bed, saddened. He holds Vanessa's hand, which has wires hanging out of it. On one of the fingers is her wedding ring. MUSIC: very sad piano AUSTIN (very sad) I can't believe Vanessa, my bride, my one true love, the woman who taught me the beauty of sharing your whole life with another, the person who taught me the meaning of love, was a Fembot. How will I ever go on? (beat) Wait a tic! That means I'm single! Oh, behave! 12 INT. LOBBY - HOTEL Rich European guests mill about the luxurious lobby. Suddenly, Austin dances through naked. Just as we are about to see his bits and pieces, a man lifts up his suitcase. AUSTIN Yeah, baby, I'm free! I'm naked and free! 13 SEQUENCE CREDIT MUSIC: Soul Bassanova by QUINCY JONES PAN UP Austin's NAKED body as he walks down a boardwalk. Just as the camera reaches that most sensitive of areas, a credit appears STARRING MIKE MYERS. Austin gives a big 'who me?' and we FREEZE FRAME. 14 EXT. BOARDWALK - FRENCH RIVERA

European types stare and point. We see Austin from behind. His bottom half is blocked by a bicycle. The bicycle moves away. Just as Austin's bum is about to be revealed- A CREDIT APPEARS blocking it. Austin turns his head around to the camera and puts his hand to his mouth in an 'oh my!' take and we FREEZE FRAME. A MAN IN A RAINCOAT flashes Austin, his thingy blocked by a credit. Austin just laughs...crazy, man! Austin goes around a corner. A moment later he returns, followed by a NUDE MARCHING BAND. A SIGN on the left side of the screen reads "Warning! Nude Beach". Austin enters from the left. We see his naked, hairy torso from the waist up. Just as he is about to appear from behind the sign, a... CREDIT APPEARS MOVING LEFT TO RIGHT Blocking his penis lengthwise as he walks. 15 NUDE BEACH - CREDIT SEQUENCE A girl sits on a blanket; a HORIZONTAL CREDIT blocks her bare chest. Austin lays on his back beside her, trying to be suave; A VERTICAL CREDIT appears. The wind blows away a kite, revealing a stark-naked girl. The credit "PRODUCTION DESIGN" blocks her chest; the credit "BY" blocks her you-know-what. Austin walks into frame; the "PRODUCTION DESIGNER'S NAME" disguises his growing interest. Austin joins a nude volleyball game in progress. CREDITS appear everywhere to block all possible combinations of nudity. People leap in all directions to make saves, causing CREDITS TO APPEAR at crazy angles. A pretty girl watches Austin lift weights. Her boobs are blocked by the "WIRITTEN BY" credit. Austin lifts a dumbbell. The credit "MIKE MYERS" sticks out from his waist. Austin looks proud. A BUFF NAKED BODYBUILDER joins them. He lifts a much heavier weight. A much longer credit sticks out from his waist: "AND MICHAEL MCCULLERS". Austin pouts. Austin runs down the beach, his bum blocked by the credit "DIRECTED BY". He jumps on a trampoline and does the splits in mid-air: FREEZE FRAME AND PAN AROUND LIKE IN THE GAP "KHAKI SWING" AD. Austin smiles crazily, his penis blocked by "JAY ROACH." Austin does a super-duper double flip into his JAGUAR. AUSTIN Shaguar, baby, yeah! CU on the chrome script on the grill: it reads "Shaguar" where it would normally read "Jaguar". The car speeds off. 16 FULL SCREEN TV JERRY SPRINGER SHOW On the stage we see a Klansman father and his Klansman son, a Nazi father and his Nazi son, and SCOTT EVIL all seated on a panel. Lower Third Chyron: "MY FATHER IS EVIL AND WANTS TO TAKE OVER THE WORLD" JERRY SPRINGER If you just joined us, today's topic is "my father is evil and wants to take over the world". Now, Bobby, you had something you wanted to share with your father before the break. BOBBY Dad, I know you're against racemixing and all that, but I met someone... KLANSMAN Don't say it! The crowd WHOOPS. BOBBY I met someone ... and he's black. The crowd goes crazy. KLANSMAN He? The Klansman holds his hooded head in his hands. JERRY SPRINGER Please welcome Tim. A handsome Blaire Underwood look-alike enters and hugs the Klansman's son. The crowd screams. JERRY MOVES TO SCOTT EVIL. JERRY SPRINGER Now Scott, tell us about your father. Share with us. SCOTT Well he's the head of an evil organization that has aspirations for world domination. JERRY SPRINGER And where is your father right now? SCOTT He's in outer space, like frozen in a giant egg and stuffed inside a Big Boy rocket with his cat, Mr. Bigglesworth. JERRY SPRINGER Really? Well, we have a surprise for you, Scott. Let's bring out Scott's father, Dr Evil. Dr Evil enters. Lower Third Chyron: "WANTS TO TAKE OVER THE WORLD" DR. EVIL Hello Scott, I'm back. SCOTT I can't believe you'd do this to me on national television! DR. EVIL They offered me a free makeover. JERRY SPRINGER Dr. Evil, we've seen a lot of the fathers here today open up to their sons, sons to the fathers. Is there anything you'd like to share? DR. EVIL Share? JERRY SPRINGER Yes, don't you have any secrets? DR. EVIL OK. I have a vestigial tail. Everyone is a little grossed

out. DR. EVIL It's more of a nub, really. The spine just goes on a little longer than it should. Also, I've dabbled. I mean, perform fellatio once and you're a poet, twice and you're a homosexual. I remember once I was being fisted by Sebastian Cabot- but here's where the story gets interesting. He was lactose-intolerant. He could eat red meat all night long, but one sip of milk and it was gastric hell. And I remember we were caught in fragrance delicto by Henry Kissinger, and you can imagine my humiliation at having Hank hear me say, "Mr. French, no teeth." One of my greatest disappointments is that I never became a song and dance man. I could have been a quadruple threat, kind of like a despotic Ken Barry. Dancer, singer, actor, and I would possess nuclear weapons, the latter being the most threatening of the four. I once sat on a bus and tried to will myself a menstrual cycle. All I ended up with was a sense of failure and a mild neuralgia in my incisor teeth and perhaps a grudging respect for the weaker sex. I love toe cleavage. For the most part I distrust dogs. I slept in a horse once. It was quite roomy. On second thought, it was the Ritz. I named my left testicle 'piss' and my right testicle 'vinegar'. I wrote "It's Raining Men", or so the Christmas babies told me. Oh yes, I also made a Marzipan voodoo effigy of The Fonze while I was in coma after smoking some Peruvian prayer hash, but who at the end of the day can honestly say they haven't done that? The Springer audience is stunned, slack-jawed and for once quiet. KLANSMAN What are you, some kind of freak? SCOTT Shut up, jagoff! Studio audience whoops at this. KLANSMAN I'll kick your ass punk! Crowd goes crazy. DR. EVIL No one talks to my boy that way! Dr. Evil charges at Klansman and starts to bitch slap him. Security men, with headsets on, rush in to separate them. DR. EVIL I'm OK, I'm OK. There is a BEAT, then Dr. Evil CHARGES the guy again, knocking him down. DR. EVIL Come Scott, let's go to daddy's new evil lair. 17 EXT. WORLD HEADQUARTERS BUILDING - DAY We pan up a modern office building. The camera reaches the top of the building and we see a giant STARBUCKS LOGO and the words: Starbucks World Headquarters. 18 INT. STARBUCKS BOARD ROOM The penthouse boardroom is adorned with Starbucks paraphernalia: large logo, clear canisters full of beans, and a large world map with a little logo everywhere there is a Starbucks. Around a large table are Dr. Evil, Number Two (bandaged and lightly spotted with soot), Frau, Scott and a couple of NEW HENCHMEN. A Starbucks employee serves everyone steaming hot coffee products. NUMBER TWO Dr. Evil, as the legitimate frontman of your organization, I seized upon the opportunity to invest in a small Seattle-based coffee company several years ago. Today, Starbucks is a far-flung empire with 2000 outlets worldwide. DR. EVIL Oh good, Number Two, I do enjoy a good cuppa joe. NUMBER TWO If I may continue, I believe if we shift our resources away from world domination and focus on providing premium quality coffee drinks, we can increase our gross profits fivefold. Dr. Evil takes a sip of cappuccino, leaving a WHITE FROTHY MILK MUSTACHE on his upper lip. DR. EVIL Right. Perhaps you've confused me with someone who gives a shit. Might I remind you that I run the show here? I demand a little respect. NUMBER TWO (indicating Dr. Evil's milk mustache) Dr. Evil, I think you-- DR. EVIL Silence! I will not tolerate your insolence! Remember what happened last time. 19 FLASHBACK (FOOTAGE FROM FIRST MOVIE) Number Two disappears backwards into the fiery pit. 20 INT. STARBUCKS WORLD HEADQUARTERS Number Two smiles weakly, breaking into a sweat on his brow. NUMBER TWO May I add, I appreciate you reinstating me after our little...misunderstanding. DR. EVIL Frau Farbissina. Wie gehts is einen? We see Frau. She looks a little more 'masculine' than before. FRAU Zehr gut, Herr Doctor. DR. EVIL How are things? FRAU I have come to embrace

the love that dare not speak it's name. To my right is my lover. We see a severe-looking German woman with one continuous eyebrow. FRAU Her name is Unibrau. I met her on the LPGA Tour. DR. EVIL Right on. Welcome, Unibrau. Dr. Evil takes another sip of cappuccino, making the frothy milk mustache even larger. FRAU Doctor, you have a 'milk mustache.' DR. EVIL (wiping it off, embarrassed) Oh, I know. I know. NUMBER TWO Dr. Evil, I'd like to introduce the Greek assassin, Oedipus. We see a swarthy Greek army guy. DR. EVIL Welcome to my private army, Oedipus. Excited? OEDIPUS I could give a shit. DR. EVIL Kiss your mother with that mouth? OEDIPUS Yes. DR. EVIL Of course you do. Dr Evil begins to press a button labelled "Oedipus" on his control panel, but Number Two interrupts. NUMBER TWO (clearing throat) Dr. Evil, as you know, the rate at which you liquidate henchmen far exceeds our ability to replace them. DR. EVIL I have so few pleasures left to me, Number Two. The key to life is to rotate your vices. One day it's executions, another day it's creamy French cheese. It's like frickin' heroin. NUMBER TWO Well, Dr. Evil, perhaps I have the answer. While you were frozen, we began a program to clone you. DR. EVIL Cool. NUMBER TWO We had a few glitches, but I think you'll be pleased with the results. FRAU (shouting) Send in the clone! MUSIC: dramatic sting We see the shadow of an approaching figure. The shadow looks like Dr. Evil, only much larger and scarier. NUMBER TWO He is identical to you in every way, except he is one-eighth your size. We see that the source of the shadow is a MINIATURE DR. EVIL, just like the creepy mini-Marlon Brando in The Island of Dr. Moreau. He mimics Dr. Evil's mannerisms including holding his tiny pinky to his tiny mouth. DR. EVIL Breathtaking. I shall call him Mini-Me. (to clone) Mini-Me, you will sit to my right. Mini-Me sits down in a miniature version of Dr. Evil's command chair. DR. EVIL Come Mr. Bigglesworth! The bald Mr. Bigglesworth runs and jumps into Dr. Evil's lap. A bald MR. BIGGLESWORTH KITTEN jumps into Mini-Me's lap. DR. EVIL Mini-me, something to eat? (expectant pause) No? (pause) OK. (to room) Tired. Gentleman, I have a plan. As you know, the most powerful man in the world is the President of the United States. But he is just that- a man, subject to temptations of the flesh like any other man. Here's what we do: we make it seem that the President has had "extra-marital oral relations" with- and this is the kicker- DRAMATIC STING, SNAP ZOOM TO DR. EVIL. DR. EVIL With a White House intern! Dr. Evil gloats. So does Mini-Me. NUMBER TWO (clearing his throat) Uh-hem. DR. EVIL What, that already happened? Number Two nods. DR. EVIL This is ri-goddamn-diculous. Oh well, how about a frickin' time machine? Does the president have a time machine? Have I been scooped on that? NUMBER TWO No, not that I'm aware of. DR. EVIL Alright, time machine it is. As you know, every diabolical scheme I've hatched has been thwarted by Austin Powers. And why is that, ladies and gentlemen? SCOTT Because you never kill him when you get the chance and you're a dope? Mini-Me hops upon the table and tries to push the "Scott Evil" button on Dr. Evil's control panel. Frau SQUIRTS him with a water bottle. Mini-Me glares at Scott and GIVES HIM THE FINGER. DR. EVIL No, because Austin Powers has "mojo". NUMBER TWO Mojo? FRAU Yes, mojo. The mojo is the life force, the essence, the libido, the "right stuff". DR. EVIL It's what the French call a certain 'I don't know what.' SCOTT If you've got a time machine, why don't you just go back and kill Austin Powers when he's a baby or something? DR. EVIL No, no, no. NUMBER TWO (interrupting) Dr. Evil, wouldn't it be easier to use your knowledge of the future to play the stock market? We could literally make trillions. DR. EVIL (smug laugh to himself) Why make trillions when we could make... (pause) Billions? NUMBER TWO Excuse me?

DR. EVIL Why think small is all I'm saying. SCOTT A trillion is more than a billion, numb-nuts. DR. EVIL Zip it. Unveil the time portal! A wall panel opens to reveal a Stargate-like wall of shimmering energy. DR. EVIL Ladies and gentlemen, I give you the time portal. As you know, Austin Powers was frozen in 1967. Therefore, I time travel to 1969, two years after he was frozen. Security will be lax and I'll strike when he is totally helpless. First, I take Austin Powers' mojo. Then I begin my domination of the world. SCOTT Can I come? DR. EVIL No, Scott, Daddy has a score to settle. Austin Powers is the snake to my mongoose, or the mongoose to my snake. Either way it's bad, I don't know animals. But I do know this: This time it's personal. Frau, Number 2, I'll see you both in 1969. Come, Mini-Me. Dr. Evil walks to the portal. Mini-Me follows, imitating him perfectly. They enter the portal. There is a FREEZE FRAME effect and they FADE AWAY, like in Star Trek. 21 INT. DR. EVIL'S VOLCANO LAIR - 1969 Dr. Evil and Mini-Me emerge on the other side of the portal into a NEW LAIR. It is a large hollowed-out volcano room dominated by chrome conduits and tasteful art pieces. A younger Frau sits with NUMBER TWO, now played by ROB LOWE in an eye-patch. DR. EVIL Ah, here we are Mini-Me, 1969. Number Two, you look very youthful and healthy. (turning to Frau) And Frau you look...right. As Dr. Evil walks to the center of the room, chairs rise from the floor. Everyone takes a seat, but Dr. Evil gets caught in the middle as chairs rise around him. He is frightened. One of the rising chairs hits him in the crotch. DR. EVIL OK, people, we now officially have a chair problem. If another one of these chairs hits me in the nuts, I'm gonna go postal. Mini-Me, I want you to meet Number Two. NUMBER TWO Hello there. Mini-me says nothing. DR. EVIL Mini-Me? Mini-me still says nothing. DR. EVIL Shy. Low blood sugar. (to room) Gentlemen, Phase Two is beginning. I have an operative inside the Ministry of Defense. By this time tomorrow, Austin Powers' mojo will be mine. Dr. Evil goes over and looks out the large window. DR. EVIL (maniacal laugh) Ha-ha-ha! Ha-ha-ha! 22 EXT. DR. EVIL'S TROPICAL ISLAND - 1969 We cut outside to see that window is in fact the left eye of a Mt. Rushmore-type depiction of Dr. Evil carved into the side of a volcano on a tropical island. DR. EVIL (VO) (maniacal laugh) Ha-ha-ha! Ha-ha-ha! 23 INT. MOD - CRYOGENIC FREEZING ROOM - 1969 We see Austin's FROZEN BODY in cryogenic storage. Above it, we see two digital clocks. One reads: CURRENT DATE: MAY 25, 1969, the other reads: DATE FROZEN: NOVEMBER 11, 1967. One of the SCOTS GUARDS, is an IMMENSELY FAT SCOTTISH SOLDIER (played by Mike Myers). BRITISH COLONEL We've had reports that there's a spy in the Ministry of Defense. The contents of this room are vital to the country. Be on special alert. FAT SOLDIER (thick Scottish accent) Those bastards will have to kill me before I let anything happen to this wee naked hairy popsicle, sir! BRITISH COLONEL Very good. And try and lose some weight for God's sake! They exchange salutes and the Colonel exits. FAT SOLDIER Yessir! (sotto after the Colonel) I outta smash your teeth out with a Toffee Hammer Mr. English Colonel Telling-Me-What-To-Do-And-Stealing-our-Oil-Refusing-To-Recognize- our-Scottish-Independence! The Fat Soldier begins to play the BAGPIPES, a white vapor comes out of them, filling the room. The other soldiers COLLAPSE, unconscious. He bores through the ice and pulls out a Sixties high-tech syringe type device with an LED graph on the side. He places it in Austin's navel. The LED meter goes from red to green, indicating FULL MOJO. 24 EXT./INT. AUSTIN'S SHAGUAR - DRIVING - DAY Austin drives in MODERN TRAFFIC. He is drinking a STARBUCKS COFFEE and listening to the Jag's in-dash CD PLAYER. Suddenly Austin DROOPS. The car starts to sputter. The fuel gauge reads empty. AUSTIN Gor blimey, I'm on empty! That's funny, I

just filled the Shaguar up this morning. Austin hits a button on the dashboard. BASIL EXPOSITION appears on the picture phone in the dash. BASIL EXPOSITION (on picture phone) Hello, I'm Basil Exposition, head of British Intelligence. AUSTIN You always are, Basil. Listen, the weirdest thing just happened, I've run out of petrol. BASIL EXPOSITION We'll send a man around immediately. How was your honeymoon? AUSTIN Vanessa tried to kill me, Basil. She was a Fembot! BASIL EXPOSITION Ah women, who can understand them? Moving on, let's discuss your new case. AUSTIN New case? Very shagadelic, Basil! BASIL EXPOSITION You'll be doing a photo shoot. We know that one of the models is an ex-KGB agent selling top secret material to the highest bidder. AUSTIN That sounds easy enough, you know what they say: all work and no shagging makes Austin a dull boy, man! 25 INT. SKI LODGE Austin sets up his photo equipment. The room is decorated in classic Heffner- bear skin rugs, leather chairs, roaring fire. AUSTIN (looking around) Tres chic, baby. REG, the photo assistant, enters. REG Austin, the models are ready. AUSTIN Ta, Reg. Bless your cotton socks. Hey, Reg, do you have any hobbies? REG What? AUSTIN Hobbies, man! I for one enjoy making models! The models make their entrance. They are REAL SUPERMODELS, say CINDY CRAWFORD, REBECCA ROMAJIN and also one MODEL we don't know. SUPERMODELS (circling Austin) It's him! Oh my God! It's Austin Powers! Austin shoots a look to Reg like 'still got it, baby.' AUSTIN One at a time, girls. One. At. A. Time! CINDY Hi, I'm Cindy. I don't believe I've had the pleasure. AUSTIN Of course you haven't had "The Pleasure", we just met, baby, yeah! REBECCA How do you do, Austin? I'm Rebecca. (indicating the photo gear) Your equipment is quite impressive. AUSTIN Thank you. Your breasts are amazing. Austin comes to the unknown model. She is tall and angular. AUSTIN And what's your name, baby? MODEL (thick Russian accent) Ivana Humpalot. AUSTIN Excuse me? IVANA Ivana. Ivana Humpalot. AUSTIN And I vanna toilet made of solid gold but it's just not in the cards, now is it? Austin looks over the girls, trying to decide who is the spy. AUSTIN (VO) (inner monologue) Now, which one is the Russian spy? Cindy Crawford, Rebecca Romajin...or Ivana Humpalot? Think, man, think! Austin begins snapping pictures. The sequence is shot like a photo shoot, with freeze frames, etc. AUSTIN Alright, baby! Love it. Turn and pout for me baby! Smashing! Cindy gets on all fours. AUSTIN Great, darling. Give me some shoulder. Yes, yes, yes. (angry) No! No! FULL FRAME, cover of Vogue. Cindy with her head framed out. AUSTIN (to Rebecca) Show me love. Smashing! You're an animal. You're a tiger. Be a tiger, baby! You're great! You're Grrrrrr-eat! You're Tony, be corn flakes, baby, be frosted. Now be a lemur, baby! You're a ring-tailed lemur. Rebecca looks confused. REBECCA A lemur? AUSTIN A small mammal native to the African savannah. C'mon baby, you know. Like this! (imitating lemur) OK, predator coming! Now, burrow, burrow! You're a lemur. It's all you've got. (beat) I take it back. Be a tiger again. Smashing! FULL FRAME, Rebecca on the cover of National--Geographic. AUSTIN And...done! I'm spent! Austin throws his camera to Reg, who catches it. REG Hel-lo, you forgot about Ivana. AUSTIN I didn't forget, baby. Miss Humpalot and I are going to have a 'private session'. Reg shows the girls out as they PROTEST. Austin and Ivana are left alone. Austin CLAPS TWICE and the lights dim. He CLAPS again and the fire goes up. MUSIC: I'm Never Going To Fall in Love Again by BURT BACHARACH IVANA When did you get "The Clapper"? AUSTIN November, 1964, Dutch East Indies, shore leave. IVANA Are you cold, Mr. Powers? AUSTIN I once had a bad experience with frostbite. I had to dip my tadger into a brandy snifter. Ivana moves over to a chessboard set up nearby. IVANA Do you know how we keep warm in Russia? AUSTIN I can

guess, baby. IVANA We play chess. AUSTIN I guessed wrong. IVANA It takes a keen intelligence to play chess. Of course, you know what they say about men with big brains, don't you? AUSTIN They wear large hats? IVANA No, they make better lovers. AUSTIN Wrong again. Ivana starts playing with the chess pieces sexily (like in The Thomas Crowne Affair). IVANA I assume you know how to play. She runs the bishop across her lips sexily. AUSTIN Of course. The...horsey...moves in an L shape. Austin tries to match her sexy moves and CHOKES on a piece. AUSTIN Let's stop playing games with each other...especially difficult ones. May I ask you a question, Miss Humpalot? IVANA Of course. AUSTIN Do I make you horny? Do I? Austin rolls around on the polar bear rug. IVANA I'll tell you anything you want to know, just make love to me. She pulls his shirt off, revealing his prodigious chest hair. IVANA You are hairy, like an animal! AUSTIN (growling and barking) Grrrr, baby. Austin takes the head of the bear skin rug. AUSTIN Grrrr. Ruf! Ruf! (covers the bear's eyes) Wait a tick, I don't want him watching me while I'm on the job! IVANA Make love to me, monkey man. AUSTIN Groovy, baby! We pan around the room, seeing all the stuffed and mounted wildlife who seem to be watching. Suddenly the camera stops. So does the music. IVANA (OC) What's the matter? CUT TO: 26 MONTAGE - VARIOUS STOCK FOOTAGE A tall flower wilts and beds over. A souffle falls. A flag is lowered to half mast. A giant redwood falls in a forest. A hot air balloon deflates and falls. An actual scientific diagram of a penis in the refractory period. 27 INT. LODGE AUSTIN (to camera) Crikey, I've lost my mojo. 28 EXT. LONDON STREETS (STOCK FOOTAGE) An ambulance races through the streets, SIREN BLARING. 29 EXT. MINISTRY OF DEFENSE SUPER: "Ministry of Defense" 30 INT. MOD - HALLWAY Basil hurries through, pushing past TECHNICIANS and WORKERS. BASIL EXPOSITION Where is he? In here? 31 INT. MOD - LAB Basil enters. Cross between a hospital room and a lab. Austin lies in bed hooked up to lots of monitoring equipment. BASIL EXPOSITION Austin, I came as soon as I heard. AUSTIN There must be some kind of mistake, Basil. Maybe I was drunk and I didn't know it. Austin holds his neck very stiffly. BASIL EXPOSITION What's wrong with your neck, Austin? AUSTIN (turning stiffly to face Basil) I took a Viagra and it got caught in my throat. I've had a stiff neck for hours. Basil, is it true? Have I lost my mojo? BASIL EXPOSITION We're going to run a few tests, Austin. Don't worry, old friend, we'll get to the bottom of this. 32 INT. MRI MACHINE Austin is being loaded into one of those big scary MRI machines: the MOJONATOR 9000. The mojo meter reads VERY LOW. 33 INT. MOD LAB MONTAGE (TIME-LAPSE): Technicians in white suits and masks transform the room into a love lair: A pair of Latex-gloved hands carefully puts a BURT BACHARACH record on a turntable. Examination lights are replaced with LAVA LAMPS. A tray is brought in with a videotape marked "SWEDISH EDUCATIONAL FILM." Finally, the transformation is complete. Austin lies in bed reading a vintage PLAYBOY. A CANDY STRIPE NURSE enters, very pretty, in a tight outfit. NURSE Excuse me, Mr. Powers, I need to give you a sponge bath before we begin the test. AUSTIN (not paying attention to her) Alright, miss, just let me finish this article on the Suez crisis. An ALARM goes off. Bright LIGHTS come on. Basil enters. AUSTIN What's going on? BASIL EXPOSITION Alright, everyone, we're done. AUSTIN But the test hasn't even started! BASIL EXPOSITION Agent Haggerty was the test, Austin. Not only were you actually reading an article in that Playboy, but a candy-stripe nurse offering to give you a sponge bath didn't so much as turn your head. AUSTIN Wait, I can explain, man! I was going to shag her but the article was so fascinating-- BASIL EXPOSITION I'm sorry, Austin, I'm afraid it's true: you've lost your mojo. Basil shows

Austin the mojometer, which reads EMPTY. AUSTIN (crushed) Without my mojo, I'm useless to the Ministry and to Her Majesty. I think it's time to retire. BASIL EXPOSITION I'm afraid that's not possible, Austin. You see, Dr. Evil has returned. AUSTIN Again? BASIL EXPOSITION Again. 34 INT. MOD - TIME-TRAVEL ROOM Austin and Basil ride on the back of a golf cart through the largest room you've ever seen in your life. BASIL EXPOSITION We have evidence that Dr. Evil has developed a time machine. Basil shows Austin altered photos of Dr. Evil with famous villains, such as Sadam, Nixon, and Donald Trump. BASIL EXPOSITION Our researcher noticed that these photos from the archives have changed. That means Dr. Evil is traveling back in time and creating alliances with each decade's most despised villains. Austin tries to read them and gets queasy. AUSTIN I can't read in the car. I get a bit vomy. Austin burps and swallows it. AUSTIN Got it. I almost gipped. BASIL EXPOSITION (VO) Our data indicates that Dr. Evil is in the year 1969. Luckily, we also have a time travel device. After years of research we've developed a machine that will transport you back to the Sixties. A bright overhead light comes on spotlighting a brand new VOLKSWAGEN BEETLE CONVERTIBLE, painted up psychedelic by Peter Max. AUSTIN But Basil, isn't that the new Volkswagen Beetle? BASIL EXPOSITION That's what they'd like you to believe. AUSTIN So, Basil, if I travel back to 1969 and I was frozen in 1967, I could go look at my frozen self. But, if I'm still frozen in 1967, how could I have been unthawed in the 90's and traveled back to the Sixties? (goes cross-eyed) Oh, no, I've gone cross-eyed. BASIL EXPOSITION (to camera) I suggest you don't worry about those things and just enjoy yourself. Austin gets into the car and turns it on. AUSTIN This is smashing Basil. I'll go back to the Sixties, recharge my mojo, defeat Dr. Evil and be back in time for tea. BASIL EXPOSITION Good luck, Austin. AUSTIN Luck has nothing to do with it, Basil. Austin steps on the gas. The car lurches in reverse and smashes some equipment. AUSTIN Sorry. (changing gears) Swinging Sixties, here I come, baby, yeah! The car takes off, heading for the wall. It DISAPPEARS, leaving flaming tread marks. FLASH CUT TO: 35 EXT. STREET - LONDON - 1969 The Beetle time machine appears out of nowhere and screeches to a stop. A London HIPPIE smoking a hukka watches. He throws the hukka down. Austin hops out. AUSTIN I feel better already, man! Austin smiles and we see that his teeth are back to being TERRIBLE. He walks off as a crowd gathers around the car. 36 EXT. PARK - LONDON Austin enters the park in high spirits. We PULL BACK to see that Austin is being watched through binoculars by a big ARYAN ASSASSIN. PULL BACK FURTHER to reveal a beautiful MYSTERIOUS WOMAN watching both of them. From this distance we can't tell who she is. A sign reads "BE-IN FOR PEACE". HIPPIES, MODS, and FREAKS of all descriptions dance to the music of a PSYCHEDELIC BAND. The band's name is on the drum kit: "MING TEA." AUSTIN Alright, baby, a swinging shin-dig! Austin gets into the dancing, quickly becoming the center of the scene. The lead singer of the band invites him on stage and hands him the microphone as the band starts a new song: "SEXUAL REVOLUTION." Austin begins singing and a choreographed musical number begins involving the outdoor crowd a la Bob Fosse's Sweet Charity or Hair. AUSTIN (singing) 'THERE'S A SEXUAL REVOLUTION, YOU CAN FEEL IT IN THE AIR. PEOPLE SHAGGING JUST LIKE WEASELS AND THEY JUST DON'T SEEM TO CARE. Hip-thrusting young MOD FREAKS Fosse-hump rhythmically. AUSTIN (singing) HEY, WATCH OUT SQUARES... YOU MAKES US BORED! THE PENIS IS MIGHTIER THAN THE SWORD Austin does various groovy dance moves like THE ROCK 'EM SOCK 'EM ROBOT and THE HEAVYWEIGHT. AUSTIN (singing) THERE'S A SEXUAL REVOLUTION AND YOU AIN'T SEEN NOTHING YET PEOPLE SHAGGING IN THE CLUBS AND INSIDE A JUMBO JET Forty

Austins appear in a KALEIDOSCOPE EFFECT. AUSTIN (singing) HEY SQUARE WORLD THE END IS NIGH. WHEN WE SAY HUMP YOU SAY 'HOW HIGH?' Three GROOVY CHICKS behind Austin suddenly have tambourines for the big finale. The assassin and the mysterious woman are both in the audience, keeping an eye on Austin. All we see of the woman are shots of her BOOTS, CLOTHES, and a FEMALE SYMBOL MEDALLION. AUSTIN (singing) SO GO MAKE LOVE OR MASTURBATE&emdash; SEXUAL FREEDOM WILL NEVER BE OUT OF DAAAAAAAAAAATE! Austin holds the note an improbably long time, arms outstretched. The dancers crouch-walk towards the camera. EVERYONE (chanting) FREE-- LOVE! (louder) FREE-- LOVE! (louder) FREE-- LOVE! (shouting) IT'S THE SIXTIES! The SONG ENDS and all the dancers end up on one knee with their arms outstretched, panting. Austin breathes heavily and smiles smugly like Michael Flatley, Lord of the Dance. We are TIGHT ON Austin's ass. PULL BACK to see that it is the MYSTERIOUS WOMAN who is watching Austin's ass. She SMILES behind the binoculars hiding her face. 37 EXT. CARNABY ST. Austin walks down the street looking at his new BEATLES ALBUM. Sitting in a parked Citroen watching him is the ASSASSIN. The Aryan assassin nods to a SHOE-SHINE on the street. The shoe-shine boy nods to a BUSINESS MAN in a Homburg. The business man nods to a BOBBY. The bobby nods to a WOMAN WITH A BABY CARRIAGE. The woman with a baby carriage nods to a MIME. The mime nods to a BLIND BEGGAR with a tin cup. The blind beggar nods to a CARPENTER on a roof. The carpenter FLASHES A LIGHT to an INDIAN CHIEF. The Indian Chief gives a SMOKE SIGNAL to a TELEGRAPH OPERATOR. The telegraph operator sends a signal to the BEEFEATER GUARD. The Beefeater salutes with his pike to a SEXY TICKET COLLECTOR on a double-decker bus. The sexy ticket collector signals a TAXI DRIVER. The taxi driver nods back to the assassin as he drives by. 38 INT. CITROEN The assassin gets the signal and starts the car. The whole nodding sequence was a circular waste of time. 39 EXT. STREET - VARIOUS ANGLES Austin walks along. Suddenly, he sees the Citroen coming at him. He dives out of the way and takes off running. He rounds a corner and pretends to be a COUPLE MAKING OUT against a wall by hugging himself. The assassin sees him and slams on the brakes. He raises his gun. Austin turns as he hears a car HONK. It's Austin's BEETLE CONVERTIBLE. The mysterious woman steps out. We see her in her entirety for the first time, and what a sight it is. She has long auburn hair and wears a tight racing suit, unzipped just enough to show the female symbol medallion. She is FELICITY SHAGWELL. MUSIC: Felicity's Theme FELICITY Care for a ride? AUSTIN That's my Beetle, baby. FELICITY It was your Beetle. Get in. Austin dives in as the assassin FIRES. The car speeds off. 40 INT. BEETLE (REAR PROJECTION) Felicity drives expertly. FELICITY Austin Powers, I presume? AUSTIN Powers by name, Powers by reputation. FELICITY Felicity Shagwell, CIA. Shagwell by name, Shag-very-Well by reputation. AUSTIN (turning to camera) Crazy, baby! 41 EXT. ROAD The Beetle zips along, and then-- the Citroen appears behind it. The assassin FIRES. 42 INT. BEETLE Felicity turns around to look. FELICITY Grab the wheel, would you? Austin grabs the wheel and Felicity pulls a gun. She turns and FIRES out the window. 43 EXT. ROAD The assassin's tire BLOWS. The car skids towards a Cliff and he jumps out as it goes over. 44 EXT. CLIFF SEEN FROM THE OCEAN The car goes over and tumbles down the cliff, bouncing three times before it EXPLODES. 45 EXT. CLIFF The assassin hangs on to a branch with one hand. He falls. ASSASSIN Ahhhhhhhh! 46 EXT. CLIFF SEEN FROM THE OCEAN Same shot as the car: The assassin's body goes over and tumbles down the cliff, bouncing three times before it, too, EXPLODES. FELICITY Well, Austin, I think this time you may have met your match. AUSTIN Oh, I've beaten Dr. Evil before, and I'll beat him again. FELICITY I was talking

about me. She smiles, turns, and walks away. 47 INT. AUSTIN'S PAD The room is dark, with only a single spotlight providing illumination. Suddenly, Austin and Felicity rise on an elevator into the middle of the spotlight. AUSTIN Welcome to my shag pad, baby. Light floods the pad, revealing hanging basket chairs, Hi-fi, and Warhol silk screens of Austin. Austin blows DUST off a table. AUSTIN Care for something to drink? Austin hits a button and a bookcase revolves to reveal a wetbar. AUSTIN Or perhaps something to read? Austin walks seductively over to the real- .-;etbar and hits a button. It revolves to reveal-a bookcase. AUSTIN How about a hot cup of coffee? FELICITY Yes, I rather fancy a grind. AUSTIN Oh, Behave! Austin hits a button and an automatic coffee-pourer pours a cup. MUSIC: Girl from Impenema by JOBIM AUSTIN Would you like a...mas-sage? A sensssual mas-sage? Austin hits a button and a series of actions take place: the floor opens up to reveal a sunken bed; red gels slide into place over the lamps; a painting slides back to reveal a reel-to-reel; an end table revolves to reveal a selection of massage oils. Felicity lies on her stomach. Austin begins to massage her. AUSTIN How does that feel, baby? FELICITY Mmm, lower. AUSTIN (lowering his voice) HOW DOES THAT FEEL, BABY? They laugh. Austin continues to massage her. FELICITY Wait, something's itching me. She reaches behind her and unties the strap of her evening dress, revealing her naked back. FELICITY That's better. AUSTIN Crikey!!! Austin GULPS and accidentally spurts way too much oil on her. AUSTIN Sorry. Austin continues the back rub and Felicity stretches out on the bed. AUSTIN (talking to his crotch) Hello, anyone home? C'mon lads, do it for England. Austin takes a peak-- nothing. He is panicked. FELICITY Oh, that was so relaxing. Felicity stretches very sexily. AUSTIN Would you 'like to see my etchings? FELICITY (sexy) I think I'm ready for bed. She moves close to Austin. He slides to the other side of the bed. AUSTIN I'll get you some PJs. FELICITY No, I'm ready for bed. She moves over to him. He avoids her. AUSTIN Oh, you'll want to clean your teeth then. Austin holds up toothpaste and toothbrush. Felicity finally grabs him and pins him to the bed. FELICITY No, I want to have sex with you, Austin. AUSTIN Hello Vicar! FELICITY I've studied everything about you- your methods, your accomplishments, your preferences. You're the reason I became a spy. Now, I've waited two years to meet you, so I say we get busy making up for lost time. Austin sits up. AUSTIN (reflective) Felicity, I used to think that way, too, but I guess...I guess I've changed. Not to make a short story long, or to ramble on and on, or to keep talking in a repetitive manner ad infinitum until it becomes impossible to remember what I was talking about in the first place, but- where was I? MUSIC: sad instrumental AUSTIN Oh yes. Felicity, I can't shag you. I've lost my mojo. FELICITY (obviously disappointed) Oh. AUSTIN I thought coming back to the Sixties would bring it back, but it hasn't. FELICITY Austin, don't worry. I know just the man to help you. He's my guru. Ringo recommended him and he's the best. AUSTIN I'll warm up the Jumbo Jet, baby! 48 EXT. AUSTIN'S PSYCHEDELIC JUMBO JET Austin's plane in flight. 49 EXT. INDIA - STOCK FOOTAGE EXT./INT. BEETLE Austin and Felicity drive against obvious rear screen projection of India. 51 INT. ASHRAM It looks like a mosque, with incense, tapestries, and DISCIPLES. Austin and Felicity enter. MUSIC: sitar FELICITY There he is. That's my guru. We see the GURU PITKA (played by Mike), an Indian man in a bright red sari. FELICITY Guru, I'd like you to meet Austin Powers. AUSTIN How are you baby? GURU PITKA My chakras are aligned and I am in a perfect state of equipoise. AUSTIN Good on ya. I don't know what that means but it sounds fab. FELICITY Guru, we need some advice. GURU PITKA Hold your horses and any other

beasts-of burden. I must lead my disciples in meditation and then I-will help you. The Guru walks to the front of the room and the disciples sink to their knees. DISCIPLES Ahhhhhh! GURU PITKA My name is the Guru Pitka. I am a spiritual teacher and I have combined many disparate disciplines into a unified movement of human potentiality and equipoise that I learned from my guru, the late Guru Shastri, a chaste man who died mysteriously of a disease that strangely had all the hallmarks of syphilis. He would say to me, Sparky, love is all, life is breath. DISCIPLES Ahhhhhh! GURU PITKA Now, perhaps you are wondering where I got the nickname Sparky. Well, when we were young we used to play a game called "Stinkmop". We would urinate into a bucket, dip a mop into it, and play tag. I did not care for "Stinkmop" and a very wise old man said to me 'oh lighten up, Sparky', and I don't know, the name kind of stuck. DISCIPLES Ahhhhhhhh... GURU PITKA Now, the reason I am a spiritualist instead of a therapist is that 'therapist' often becomes 'the rapist' and that will not help us attain potentiality. Now what is potentiality? It is the ability to achieve those goals that we wish to achieve for ourselves. People often say to me that they feel "nowhere", and I am going to change that to "Now here." The guru holds up a card which says "NOWHERE = NOW HERE!" DISCIPLES Ahhhhhhh... GURU PITKA And you have many assumptions about your goals, but when you "assume" You make an "ass" out of "u" and "me". Guru holds up a card which says "ASSUME = ASS - U - ME." DISCIPLES Ahhhhhhh.... GURU PITKA The being, or that which we call 'ourselves', is not the tinker. It is not the taughts. It is the Gap between the tinker and the taughts! We are not our mind, we are not our body, we are the Gap! Guru holds up a card that says "NOT TINKER, NOT TAUGHTS, BUT THE GAP" with the familiar Gap font. DISCIPLES Ahhhhh... GURU PITKA (rapid fire) The heart of the matter is that you are the heart of the matter. There is no "I" in "team". Beer before liquor, never sicker. Don't take a wooden nickel. If your pipe is short and your pump is weak, you better stand close or you'll piss on your feet. He who goes to bed with itchy bum wakes up with smelly finger. DISCIPLES Ahhhhh... GURU PITKA Finally, the path to spiritual awakening requires the death of ego. Leggo of my ego! Let us end with the mantra: Om Ay Vant Yu Hu...Om Ay Vant Yu Hu...Om Ay Vant Yu Hu. DISCIPLES (chanting) Om Ay Vant Yu Hu...Om Ay Vant Yu Hu...Om Ay Vant Yu Hu. The Guru takes a swig of Yoo-Hoo. GURU PITKA Go with God, and pay at the door please. The disciples file out. Austin and Felicity approach. GURU PITKA How can I help you? AUSTIN Guru, I'm having trouble performing. GURU PITKA What do you mean? AUSTIN You know- my bits and pieces are a bit sleepy. GURU PITKA I'm not understanding. AUSTIN I've forgotten the steps to the Mummy-Daddy dance. GURU PITKA Still not clear. AUSTIN My flag's at half mast and no one will salute it. GURU PITKA Sorry? AUSTIN. My Willie don't work. GURU PITKA Why are you beating around the bush? AUSTIN That's my problem. GURU PITKA Ohhhhh, I get it. (beat) No, I don't get it. FELICITY He's impotent! AUSTIN Alright, easy. (to Guru) Felicity and I were all set for some hump Olympics and I couldn't bat for six. GURU PITKA Oh, yes, I see. AUSTIN You have no idea what I'm saying, do you? GURU PITKA Not a word. AUSTIN Guru, I've lost my mojo. GURU PITKA Oh, mojo! You should have said so. Well, you've lost your mojo because your chakras are misaligned. You have lost love. AUSTIN Lost love? Oh, you mean Vanessa? FELICITY Who's Vanessa? AUSTIN She was an evil robot minion of Dr. Evil. I couldn't have loved her. GURU PITKA Denial ain't just a river in Egypt, buddy. You will only get your mojo back when you surround yourself with love. AUSTIN Oh, I get what you're saying now! He's talking about free love, baby! Tune in, turn on, and drop

out! GURU PITKA I am talking about true love. You must stay and study until you are worthy. AUSTIN No way, man. The only way to surround yourself with love is to throw a swinging shin-dig! Yeah, baby, yeah! 52 INT. DR.EVIL'S VOLCANO LAIR Dr. Evil and Frau are interrupted by the man we now know as FAT BASTARD. He is foul-mouthed, and when he swears he is bleeped. DR. EVIL Well done, Fat Bastard. May I have the mojo? FAT BASTARD First things first, where's your shitter? I've gotta (bleep)in, turtle head pokin' out. DR. EVIL (disgusted) Right. Charming. Fat Bastard- you don't mind me calling you Fat Bastard do you? FAT BASTARD I've got a lot of demons kickin' around in my noggin, but weight issues ain't one of them. DR. EVIL Alright, Fatty- FAT BASTARD The name is Fat Bastard! I'm the incorrect weight for my height and I was born out of wedlock, hence the moniker Fat Bastard. Hey, I'm not kiddin'. I've got a crap on deck that could choke a donkey. DR. EVIL Fat Bastard, the mojo? FAT BASTARD Where's my (bleeping) money? DR. EVIL A gentlemen never discusses money. FAT BASTARD Fine, you can take your (bleep)in' money and shove it up your (bleep), you stupid (bleeping) prick! While you're at it you can suck my greasy, two-toned (bleep)! DR. EVIL (pause) Vulgarity is no substitute for wit. FAT BASTARD (Bleeb) you! DR. EVIL Right. Bring in the money. Dr. Evil PRIVATE ARMY SOLDIERS drive in a forklift loaded with gold bars. FAT BASTARD Alright, here it is. Fat Bastard slowly draws out the high-tech syringe full of MOJO. Dr. Evil is mesmerized. DR. EVIL Mini-Me, fetch. Mini-Me runs and snatches the mojo from Fat Bastard and gives it to Dr. Evil, who caresses it and places it on a SPECIALLY PREPARED PEDESTAL. NUMBER TWO enters. NUMBER TWO Dr. Evil, I have some bad news. Austin Powers is back in the Sixties. One of our best assassins spotted him but he got away. DR. EVIL This is ri-goddamn-diculous, we have his mojo. NUMBER TWO There is another. Felicity Shagwell, CIA. Suddenly, Scott Evil enters through TIME PORTAL. DR. EVIL Scott, what are you doing here? SCOTT I don't know, I was sitting around watching the tube and The Courtship of Eddie's Father came on Nick at Nite, you know, and I was just listening to that theme song-- (hums/sings the theme) Anyway it made me think that maybe we could try and work things out. You know, you are my Dad and I need you. DR. EVIL You had your chance, Scott. I already have someone created in my image. He's evil, he wants to take over the world, and he fits easily into most overhead storage bins. (looking around) Has anyone seen Mini-Me? (calling out) Mini-Me! Mini-Mouse? Mini-Driver? Hello! Mini Pearl? Can we put a frickin' bell on him or something? Scott, very hurt, sits back in his chair and sulks. Dr. Evil hits a button and a model moon and a model earth descend. DR. EVIL Gentlemen, phase three. We place a giant laser on the moon. Let me demonstrate. (beat) Where's my laser? Dr. Evil looks around and sees Mini-Me gnawing on the model laser. Dr. Evil takes it from his mouth DR. EVIL Mini-Me, don't chew my laser. (to room) Not feeling well. He has an ear infection, but tit's OK. (pause) No? Nothing? (back to model) Anyway, the laser is powerful enough to destroy every city on the planet at will. We'll turn the moon into what I like to call a "Death Star". Scott SNICKERS. DR. EVIL What? SCOTT (snickering again) Nothing Darth. DR. EVIL What did you call me? SCOTT Nothing. (pretends to sneeze) Rip-off! DR. EVIL (unsure) Bless you? Anyways, since my "death star" laser was invented by the noted Cambridge physicist, Dr. Parsons. I thought we'd name it in his honor-- the Alan Parsons Project. Scott SNICKERS again. DR. EVIL What now? SCOTT The Alan Parsons Project was a progressive rock band from 1982. Why don't you just name it Operation Wang Chung, ass? DR. EVIL (indicating laser) When you get your own evil empire, you can call it whatever you want.

Gentlemen, allow me to demonstrate the awesome lethality of the Alan Parsons Project. Fire the laser! 53 INSERT SHOT: A giant laser beam smashes down through the roof of the White House, causing it to explode. Everyone is shocked by the laser's power. NUMBER TWO My God, Dr. Evil, you destroyed the Wihite House with no warning! DR. EVIL Actually, that was just footage from the 1996 blockbuster motion Picture Independence Day, but it would be a lot like that. What do you think, Scott? SCOTT Yeah, Codename: Thompson Twins was really impressive. DR. EVIL Shhhh! SCOTT I'm nineteen, I don't- DR. EVIL Shh! Shh-Shh. Shh-Shhhhhh-Shh. Shh-shh! It's Morse code. (reading imaginary paper) Let me decipher...it says 'shhhhh!' SCOTT You are so lame- DR. EVIL (like Electric Company) Ssssss...huuuuuh...Shhhhh! NUMBER TWO Dr. Evil, what are we going to do about Powers? DR. EVIL Fat Bastard, in addition to being extremely rotund, you're a vicious killer. Take care of it. FAT BASTARD It'll be my pleasure. DR. EVIL It's an easy job. Without his mojo, Powers will be...powerless? 54 INT. AUSTIN'S PAD - NIGHT A party, packed with dancing freaks of every stripe, is in full swing. A girl dances in an oversized birdcage. AUSTIN This shag-in is gonna blow your mind, baby, yeah! The party sequence is shot like Laugh-In. Very fast cuts to the music. Austin sees a VERY PREGNANT WOMAN drinking a martini and smoking. He gently lifts her drink and cigarette away from her. PREGNANT WOMAN Hey! AUSTIN You'll thank me later, baby. Another angle. Austin and Felicity dancing. AUSTIN (noticing someone) Hey! Ricardo Monteblan, how are you? We see RICARDO MONTEBLAN -smoking a hukka on a round chair. RICARDO Hello, Austin! Balls, said the queen and the king laughed because he had too. AUSTIN (to camera) Crazy, man! FELICITY Let's split up and scope the scene. AUSTIN Don't do anything I wouldn't do- at least not without me. Felicity slaps Austin on the butt as he walks off. AUSTIN Oh, behave! CUT TO: Austin at the bar with an exotic-looking mod chick. AUSTIN (to chick) You're very exotic, baby. Do you have a little English in you? CHICK No. AUSTIN Would you like to? CUT TO: An Alan Zeus-type very gay guy. ALAN ZEUS GUY (rolling his eyes) This is ridiculous! CUT TO: A LONDON COP and Felicity are on hanging chairs. LONDON COP Have you ever been picked up by the fuzz? FELICITY No, but I bet it really hurts. CUT TO: A GUY IN A RAINCOAT on a tricycle, shot undercranked, rides through the party and falls over. CUT TO: Austin pops into frame with a book that says "AUSTIN POWERS SEXY DICTIONARY". AUSTIN The Austin Powers Sexy Dictionary defines an Eskimo hooker as a frosty prosty. CUT TO: An eskimo at the bar in a fur parka. ESKIMO (to camera) I don't get it. CUT TO: The camera pans up Felicity's cool hip-huggers, which are very tight. AUSTIN Those are skin tight. How do you get into those pants, baby? FELICITY Well you can start by buying me a drink. Austin does a spit take. CUT TO: Felicity with a VIKING. VIKING You were great last night. By the way, I'm Thor. FELICITY You're Thor? I'm tho thor I can hardly thit. CUT TO: Austin is wearing a silly spiked German helmet like in Hogan's Heroes. AUSTIN (German accent) Hello, I am Baron Von Firstinbed. Last night I had German-Chinese food. An hour later I was hungry- for power. CUT TO: ZEUS GUY Oh puh-leez, why don't you take a handful of F-off pills? CUT TO: AUSTIN Did you hear about the contortionist who was engaged to be married? FELICITY Yeah, I heard she broke it off. CUT TO: Film running backwards of Austin doing a spit take. CUT TO: ARTIE JOHNSON in German helmet behind a plant. ARTIE JOHNSON Verrrrry interesting- but shtupid! CUT TO: Austin takes his glasses off to clean them. We see his POV, which is totally fuzzy. He looks over and sees what appears to be a NUDE GIRL- two round globes and dark triangle. Austin puts his glasses on and looks again. It is actually a girl

in a flesh-colored dress. In between her and Austin were two COMPLETELY BALD MEN and a triangular martini glass filled with a Cosmopolitan. CUT TO: Cut to Austin and Felicity together again. FELICITY Look at that. She points to where Fat Bastard and his companion are standing. AUSTIN That's not a pretty sight. Who is he? FELICITY Until recently he worked security for the MOD, but we think he might be a double agent, possibly for Dr. Evil. AUSTIN How do you know? FELICITY We've noticed that his lifestyle has changed dramatically. He's made a lot of cash purchases, he's hanging out with foxes half his age, and he's becomes quite a fixture on the London party circuit. AUSTIN Who's the girl? FELICITY I don't know, but it looks like he's splitting. Fat Bastard exits. FELICITY I'll follow him. You see what you can get out of the girl. We'll rendezvous later. Felicity follows Fat Bastard out the door. Austin makes his way over to the girl. AUSTIN Hello, hello. GIRL Hello, Mr. Powers. Fab party. AUSTIN Who are you today, baby? GIRL Robin. Robin Swallows. AUSTIN Swallows? That's an interesting name. Are you English? ROBIN SWALLOWS German, actually. My maiden name is Spitz. AUSTIN Well which is it, baby, Spitz or Swallows? Either way, it's a pleasure. ROBIN SWALLOWS The pleasure is mine. She extends her hand. Austin takes it and shakes. As he shakes, her cleavage undulates like jello. Austin is transfixed and keeps shaking far too long. AUSTIN Charmed, I'm sure. (still shaking, her breasts jiggle) How do you do? (still shaking, jiggling) Yes, quite. (shakes, jiggles) I always enjoy meeting new people. (shakes, jiggles) How's your mum? Good. (shakes, jiggles) I love shaking hands. Austin. is shaking her hand so vigorously that she is in danger of popping out of her dress. AUSTIN (snapping out of it) So, who was your friend? ROBIN SWALLOWS His name is Fat Bastard. AUSTIN It suits him. ROBIN SWALLOWS He's my lover. Austin is grossed out. AUSTIN OK. Would you happen to know if he's in business with a man named Mr. Evil? ROBIN SWALLOWS I don't know anyone named Dr. Evil. AUSTIN Really? I said Mister Evil. Austin does a smug take. AUSTIN Something to drink? Would you like a Mister Pepper? ROBIN SWALLOWS Yes, I'd love a Doctor Pepper. AUSTIN Really? I said Mister Pepper. Austin does another smug take. Robin grabs Austin and pulls him close. ROBIN SWALLOWS You're a groovy boy, I'd like to strap you on sometime. AUSTIN Oh, behave! CUT TO: 55 ALAN ZEUS-TYPE GUY IN LIMBO ALAN ZEUS TYPE Meanwhile... BACK TO: 56 EXT. FISH AND CHIPS STAND - NIGHT Literally a window in a wall. Fat Bastard is placing his order. FAT BASTARD ...and I'll have a fried-prawn sandwich, with extra mayonnaise, two whole chickens, a kidney pie, a toad in the hole, bubble and squeak, bangers and mash, 3 orders of fish and chips, and...a Fresca. No ice. We pan to see Felicity beside him. FELICITY I love a man with a large appetite. FAT BASTARD And I love a woman with big (bleeps), so let's shut up and get to (bleep)ing. Felicity swallows hard and forces a smile. 57 INT. AUSTIN'S PAD - NIGHT Austin and Robin are the only ones left. They are dancing a weird Sixties dance. AUSTIN Can I ask you a question? ROBIN SWALLOWS Yes. AUSTIN Thank you. Beat. ROBIN SWALLOWS Well, what's the question? AUSTIN Oh, yes. Would you like to shag? Would you? ROBIN SWALLOWS I'd love to, Mr. Powers, just come right...over...here. Robin moves Austin into place as they dance. AUSTIN You're a bit of alright. Just then, Austin looks into her eyes and sees the REFLECTION OF AN ASSASSIN (Oedipus) about to throw a knife. Just as he throws it, Austin spins Robin Swallows around and USES HER AS A SHIELD. She takes the knife squarely in the back. ROBIN SWALLOWS (strained) Oedipus...use the revolver. Oedipus pulls out a pistol and begins FIRING. Austin continues to use Robin AS A SHIELD. She takes six hits. Oedipus runs out of bullets. ROBIN SWALLOWS

(strained) Oedipus...use the machine gun. Oedipus pulls out a machine gun and FIRES. In a Robert Rodriquez- like flurry of events, Austin dodges while still USING HER AS A SHIELD. Oedipus throws down his gun and charges Austin. Austin uses Robin's body to block Oedipus's head butt, but his momentum pushes all three of them through a PLATE GLASS WINDOW of his second story loft. 58 IN MID-AIR As they fall, Austin turns Robin around so that she is between him and the ground. 59 EXT. OUTSIDE AUSTINIS FLAT They land with a THUD. Robin cushions Austin's fall. Oedipus is dead on the pavement. ROBIN SWALLOWS Oedipus, Oedipus... AUSTIN Sorry baby, too late. He's as dead as vaudeville. ROBIN SWALLOWS You can't win, Powers. Dr. Evil has your mojo and it's only a matter of time before he kills you and takes over the world. (weak) Tell Fat Bastard I'll miss him... CUT TO: 60 INT. BEDROOM - NIGHT Felicity is in bed, naked under the sheets, smoking a cigarette. We hear strange sounds offstage. We pan over to reveal she's IN BED WITH A NAKED FAT BASTARD! He is eating a huge turkey leg, his face covered in food. FAT BASTARD I always get (bleep)in' hungry after I get my end away! FELICITY I never would have thought that a man of such tremendous girth could be such a, um, creative and sensuous lover! FAT BASTARD You want some chicken? I have more! He rolls over to reveal his HUGE NAKED ASS. Felicity takes a homing device out of her purse, looks around for a place to plant it. She sees his enormous butt cleavage and realizes that there's only one place for the thing to go. ANGLE on FAT BASTARD'S face. He is delighted. FAT BASTARD Frisky are we? Alright lets have another go! She is horrified. 61 INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM Dr. Evil at his table with Frau, Scott, and Number Two. DR. EVIL Get me the President of the United States. The PRESIDENT appears on Dr. Evil's video screen with his ADVISORS behind him. 62 INT. OVAL OFFICE (SPLIT SCREEN) PRESIDENT Dr. Evil, what do you want? DR. EVIL Now what I want Mr. President, but I will receive. In 12 hours I will destroy Washington, DC with a giant laser. Dr. Evil reveals a giant laser. Mini-Me is humping it like a dog. DR. EVIL OK, Mini-Me, why don't you and the laser get a frickin' room. Honestly. (to President) I will destroy another major city every hour- that is, unless you pay me- SNAP ZOOM DR. EVIL One hundred billion dollars! The President and his advisors LAUGH. PRESIDENT Dr. Evil that's more than the entire federal budget for 1969. DR. EVIL Don't play games with me. The capitol will disappear if I don't receive SNAP ZOOM DR. EVIL One hundred billion dollars! His advisors LAUGH. PRESIDENT That much money simply doesn't exist. I don't think l00 billion is even a number. It's like saying I want a kajillion bajillion dollars. His advisors LAUGH. DR. EVIL Come on, Mr. President... SNAP ZOOM: DR. EVIL "Show me the money!" Dr. Evil looks around smugly. No one laughs. PRESIDENT What? SNAP ZOOM: DR. EVIL "Show me the money!" He looks around again, expectantly. PRESIDENT I'm sorry, I don't understand. DR. EVIL You know, kwan? Show me the money? No? Nothing? SCOTT It's 1969. That movie won't come out for another 30 years, ass. They don't know what you're talking about. DR. EVIL Right. OK, see if you understand this: give me the money or I'm going to blow you to frickin' bits, OK? The President and his advisors MURMUR. PRESIDENT But- DR. EVIL (making 'stop' gesture) Talk to the hand! Dr. Evil signs off. DR. EVIL (to Scott) I did love that, though. Cuba Gooding Jr. was outstanding. Oscar speech, very touching. Scott looks at him with disgust. DR.EVIL Okay, everybody clear the room! Everyone leaves and he walks over to a panel bearing his logo. He presses a button, the panel opens up to reveal...A SECRET SHRINE TO AUSTIN POWERS! In it we see a huge full-length photo of Austin Powers, and various magazine covers. He presses a button and an Austin wig descends

from the ceiling landing perfectly on his bald head. A backless mockup of Austin's suit rises from the floor. He puts on a pair of glasses. He has become Austin Powers. Dr. Evil cautiously tastes the mojo. DR. EVIL Yeah, baby. Very shagedelic. (beat) This isn't working. I don't feel anything. We PUSH IN towards Dr. Evil's head. FLASH CUT TO: 63 DR. EVIL ANIMATED SEQUENCE A Yellow Submarine-like depiction of Dr. Evil. Zoom in on his head which explodes into 30 other small Dr. Evil heads which rain on a Peter Max-ian valley of flowers. The flowers sprout the word "EVIL'. A psychedelic flying Austin head with spirals in the glasses smashes the flowers, changing the words from "EVIL" to "VILE" and to "LIVE" and then to "LOVE". Turn-of-the-century fat cat capitalists on stilts with teeth coming out of their stomachs drop penis rockets that have the word "GREED" written on the shaft, smashing the "LOVE" flowers into "IRELO" which sprouts into "YELLOW" which turns into submarines, which becomes yellow penises of huge, goose-stepping Dr. Evils, each of them peeing, creating a rain of urine that falls on the Peter Max-ian valley of a hundred Austin Powers citizens. They each open an umbrella that says "LOVE TRIUMPHS OVER LUST". The urine turns into a stream that flows into the mouth of a huge head of Dr. Evil. FLASH CUT BACK TO: 64 INT. DR. EVIL'S VOLCANO LAIR - AUSTIN SHRINE Pull back from Dr. Evil's head. He looks dazed and confused. Just then, Number Two re-enters the room, catching Dr. Evil with all his Austin paraphernalia. NUMBER TWO Dr. Evil, one last thing. I-- oh. DR. EVIL I was just...right. Would it kill you to frickin' knock? 65 EXT./INT. CARNABY STREET - DAY Austin and Felicity walk along the street. FELICITY Austin, tell me about the Nineties. AUSTIN You know I can't tell you details about the future, baby, it could alter history. FELICITY Not details, just what it's like. You know, what's the scene? Where's it at? AUSTIN There've been a lot of advances in the Nineties, baby. The economy is stable, people take better care of their health concern for the environment is on the rise and, um, let's see, there's an entire television channel dedicated to golf. FELICITY Sounds awful. AUSTIN It's not so bad once you get used to it. The Nineties are about responsibility. You know, having respect for yourself and other people. I even got married. FELICITY You? Married? What about the sexual revolution? AUSTIN Well, it turns out there were some casualties, baby. Don't you think you'll ever get married? FELICITY No, not until I get a little more 'experience' under my belt. AUSTIN Oh, behave! Suddenly Austin notices something outside and puts his hand to his mouth in fear. AUSTIN (wide-eyed) Oh my God! Felicity is immediately on her guard. She pulls her gun. FELICITY (looking around) What is it! Is it Fat Bastard? AUSTIN No, written here on my hand, see? Austin turns his hand around to show her. He has written 'oh my God' on his hand with the pen. AUSTIN Says 'Oh my God!' They laugh. FELICITY Austin, look. Austin and Felicity duck into a CAMERA SHOP and come out an instant later with SUPER-8 CAMERAS. They run down the street filming each other. AUSTIN AND FELICITY - SUPER-8 MONTAGE This is a Richard Lester-like sequence shot on grainy film from Austin and Felicity's POVs. There's lots of SPEEDED UP stuff and POPPING IN AND OUT of frame like the MONKEES TV show. BACK ON THE STREET AUSTIN Felicity, I haven't had this much fun since I worked undercover in Amsterdam- '66 I think it was. FELICITY 1965, actually. You posed as a Dutch cheese expert to stop Dr. Evil from poisoning the world's water supply. Austin is impressed. FELICITY I've studied your file, Austin. I want to be a trailblazer, just like you. The Seventies are right around the corner. It's going to be a glorious time for fashion and music and technology-- it won't be long before every flying car has its own 8-track. Austin starts to say

something, then bites his tongue. FELICITY The CIA has always been a boy's club until now. Well move over, this chick's taking over. AUSTIN (hoarse) Very impressive. FELICITY Austin, your voice! AUSTIN Yes, I think I'm coming down with something. Austin and Felicity stop at an ICE CREAM MAN with his pushcart. AUSTIN I'll get some ice cream. Would you like some? FELICITY No thanks. AUSTIN (hoarse, to ice cream man) Could I have two scoops of Vanilla, please? ICE CREAM MAN Right away, governor. Would you like chocolate syrup? AUSTIN (hoarse) Yes, please. ICE CREAM MAN Will you have any whipped cream? AUSTIN (hoarse) I will, thank you. ICE CR@ MAN Candy sprinkles? AUSTIN (hoarse) Yes please. ICE CREAM MAN Crushed nuts? AUSTIN No, laryngitis. ICE CREAM MAN Here's your change, sir. Oh, and Austin-- We cut back to the ICE CREAM MAN to see him pulling off a very fake beard. It is BASIL (though it was clearly another actor before). AUSTIN (now with phlegmy throat) Basil! BASIL EXPOSITION Hello, Austin. What's wrong with your voice? AUSTIN (still phlegmy throat) I just had ice cream. Listen to me, I have dairy throat. MARY HAD A LITTLE LAMB AND IT WAS ALWAYS GRUNTIN' SHE TIED IT TO A FIVE BAR GATE AND KICKED IT'S LITTLE- BASIL EXPOSITION (Interrupting) Austin! Things are heating up, so I thought it best to contact you in disguise. Felicity, your plan worked. You and Austin track Fat Bastard back to Dr. Evil. AUSTIN But how can we track Fat Bastard? FELICITY I planted a homing device on him last night. BASIL EXPOSITION Yes, and we're starting to pick up the signal now. Basil hands Felicity a tracking device that BEEPS. AUSTIN How did you get close enough to plant a homing device? FELICITY I shagged him, I shagged him rotten. Austin and Basil are confused and grossed out at the same time. AUSTIN You...him? Just like that? FELICITY Yes, Austin, we needed that information. BASIL EXPOSITION Well, thanks to your effort, Felicity, we now know that- AUSTIN (interrupting, to Felicity) Did you use an elaborate set of pulleys? A block and tackle? BASIL EXPOSITION Anyway, you two follow the signal back to Dr. Evil's headquarters and then- AUSTIN (interrupting, to Felicity) I just can't get my head around it, baby. You're so small and he's so ... not small. The sheer mechanics of it are mindboggling! BASIL EXPOSITION Never mind, Austin, you two have work to do. You must find Dr. Evil. 66 INT. BEETLE We hear the BEEP-BEEP of the tracking screen built into the dash. AUSTIN I got it! A Chinese basket with a counter-weighted ballast. That's how you did it, right? FELICITY Austin, it almost sounds like you're jealous. AUSTIN Who, me? That's not possible, baby! (beat, to himself) is it? Just then a-car pulls beside them. Two Dr. Evil Private Army guys pull machine guns and start SHOOTING. AUSTIN Get down! Felicity ducks. Austin reaches back and pulls ROBIN SWALLOWS from the back seat and USES HER AS A SHIELD. FELICITY We're obviously on the right track. (re: tracking screen) It looks like Fat Bastard is-on an island in the middle of the ocean. 67 EXT. DR. EVIL'S ISLANDNIGHT We hear the BEEP-BEEP of the tracking screen. 68 EXT. BEACH - DR. EVIL'S ISLAND - NIGHT The Beetle comes from under the water and lands on the beach. We still hear the BEEP-BEEP. 69 EXT. TENT - WOODS - NIGHT Austin and Felicity have set up a tent with a view of the Dr. Evil Mt. Rushmore face. Austin is looking at the mountain through a pair of binoculars which hang around his neck. AUSTIN According to the readings, Dr. Evil's headquarters is over the next ridge. FELICITY Can I have a look? AUSTIN Sure. Austin hands her the binoculars. Unfortunately the strap is still around his neck, pulling his face into her cleavage. FELICITY Question is, how do we get in? AUSTIN (muffled) Mmmmmmm...mmmmm... FELICITY Austin, did you hear me? AUSTIN I seem to be stuck in your dirty pillows. FELICITY Where are the topographical maps that Basil

drew up? AUSTIN I think they're in the tent. He and Felicity enter the tent. A LIGHT is on inside casting shadows of Austin and Felicity on the side of the tent. From the outside it appears the shadow Austin is leaning over with his back to-the shadow Felicity, who appears to have her hands up his butt. AUSTIN (VO) Have you got it out yet? FELICITY (VO) Good Lord, Austin, what sort of things do you put in there? The shadow Felicity appears to be tugging a string of sausage links from his ass. AUSTIN (VO) Oh, anything that catches my fancy. FELICITY (VO) How do you manage to fit it all in? AUSTIN (VO) Oh, it stretches to fit. The shadow Felicity appears to pull a tennis racket out of Austin's ass. AUSTIN (VO) Are you almost done? I can't hold it much longer. INT. TENT We see that Austin is leaned over holding part of the tent. Felicity is rummaging through a duffel bag across the tent. FELICITY Here we go, one hammer. It's amazing how much this duffel bag will hold. INT. DR. EVIL'S VOLCANO LAIR We see Dr. Evil playing a piano. We pan to see Mini-Me on top of the piano, himself playing a miniature baby grand. DR. EVIL (singing) 'WHAT IF GOD WAS ONE OF US? JUST A SLOB LIKE ONE OF US?' We see that Number Two and Frau are the audience. They applaud. NUMBER TWO Dr. Evil, that was fantastic, but I do have some bad news. Powers' is on the island. DR. EVIL How tedious. NUMBER TWO Don't worry, Dr. Evil, we can get to him by using the girl. DR. EVIL Really? NUMBER TWO I have the perfect weapon. Frau? FRAU (shouting) Bring in the He-Bots! MUSIC: It's Rainina Men by THE WEATHERGIRLS Three HE-BOTS enter in unison. They are robotic studs in Logan's Run type outfits. NUMBER TWO Dr. Evil, may I present the He-Bots. What kind of woman could resist these perfect specimens of masculinity? Their clothes are stylish, their posture is ramrod straight, and their buttocks are tight, like tigers. And, each He-Bot is armed with a secret weapon. Angle on the first He-Bot. A nozzle flips up from his codpiece and white smoke pours out. NUMBER TWO (OC) Poison gas... Angle on the second He-Bot. A gun barrel flips out form his crotch and FIRES machine-gun style. NUMBER TWO (OC) Machine gun... Angle on the third He-Bot. A nozzle flips up from his crotch and yellow liquid drizzles out onto the floor, where it smokes. NUMBER TWO (OC) And deadly acid. Dr. Evil is disgusted by the last one. DR. EVIL Right. I object to the last one on aesthetic grounds, but I don't care how you get Powers, just bring him to me. (to Mini-Me) Ready Mini-Me? A one and a two and... (singing) ME, AND MY SHA- DOW STROLLING DOWN THE A-VA- (rapidly) WASN'T A STREET, WASN'T M A ROAD WASN'T A BOULEVARD (dancing in step) ME, AND MY SHA- DOW ALL ALONE AND FEE-LING... MINI-ME (voice unnaturally low) BLUE! 71 EXT. TENT We see the shadows again. It now looks like Felicity is putting things into Austin's ass. FELICITY (VO) Do you want everything to go back in? AUSTIN (VO) Yes. Listen, Felicity, about Fat Bastard- FELICITY (VO) It's my job, Austin. You of all people should understand that. Marakesh, 1962. Rome, 1964. Tokyo, 1966. I know your record backwards and forwards. You've had more sex on the job than a Swedish stewardess. The shadow Felicity tries to cram the tennis racket into what appears to be Austin's ass. AUSTIN (VO) You're right, Felicity, I can't deny it. But the world changed, and I changed too. Pull back to reveal that THE HE-BOTS are watching. Felicity shoves the tennis racket extra hard. Austin stands up rapidly. AUSTIN (VO) Ow! (beat) My back hurts. FELICITY (VO) Are you OK? AUSTIN (VO) I'm fine, just keeping packing. The He-Bots shrug their shoulders and march towards the tent. 72 INT. DR. EVIL'S VOLCANO LAIR - 60'S Dr. Evil, Fat Bastard, Scott, Number Two and Frau are seated. FAT BASTARD Christ Almighty, it smells terrible in here. DR. EVIL It's the volcanic sulphurous emissions. We've put up some air fresheners. FAT BASTARD Great,

now it smells like someone took a shite in a pine tree. NUMBER TWO Dr. Evil, the laser has been loaded into the rocket. You're ready for launch. DR. EVIL I'm just waiting to taunt my nemesis. I have so few pleasures, you know. Austin and Felicity are brought in at gunpoint by Private Army Men. DR. EVIL Ah, Mr. Powers, Ms. Shagwell, welcome to my hollowed-out volcano. AUSTIN We meet again, Dr. Evil. DR. EVIL Yes, the only reason I'm keeping you alive is so you can feel the agony of watching my plan unfold. AUSTIN Dr. Evil your plan will never-- Austin trails off as he spots his MOJO in the beaker behind Dr. Evil. DR. EVIL Oh, is that yours? AUSTIN My mojo! DR. EVIL You know what they say: finders keepers, loser weepers. FELICITY Dr. Evil, do you like real estate? DR. EVIL Of course. Why? Felicity kicks Dr. Evil in the balls. FELICITY Now you've got a couple of achers. DR. EVIL Oww! My stomach hurts! AUSTIN (wincing) I don't care if he is evil, you don't give a man a shot in the pills. It's just not cricket, baby. DR. EVIL Take them away. The guards lead Austin and Felicity away. SCOTT She just hoofed you in the sack and you're going to leave them alone in a jail cell with one inept guard? They'll escape, dipshit. You do this every time! DR. EVIL You're going the right way for a smacked bottom, young man. SCOTT You don't own me! DR. EVIL I do actually. (pulling out paper) It's complicated. Usually it's illegal but this buddy of mine...but I digress. Fat Bastard, I'm leaving you in charge. I'm going up the moon to hold the world ransom with my giant laser, I shouldn't be long. FAT BASTARD What about Powers? DR. EVIL He's tucked away safely in his cell. He's harmless without that mojo. Guard it with your life. (to Number Two) Number Two, begin the countdown. The area around Dr. Evil's command chair, including the time portal behind it, is enclosed by a circular door, becoming part of the rocket. Steam begins billowing, etc. NUMBER TWO Five, four, three ... 73 EXT. VOLCANO ISLAND (CHEAP BLUE SCREEN) NUMBER TWO (VO) Two, one, liftoff! The rocket lifts off from the volcano into the night sky. 74 EXT. NIGHT SKY (CHEAP BLUE SCREEN) The rocket in flight. 75 FULL SCREEN - NORAD TRACKING SCREEN The rocket enters the screen. It has the silhouette of a flying penis. 76 INT. TRACKING ROOM OPERATOR Colonel, you better have a look at this radar. COLONEL What is it, son? OPERATOR I don't know, sir, but it looks like a giant-- CUT TO: 77 INT. COCKPIT - JET PILOT Dick! CO-PILOT Yes? PILOT Take a look out of starboard. CO-PILOT Oh my God, it looks like a huge-- 78 EXT. WOODS MAN Pecker! WOMAN Where? He raises his binoculars. MAN Over there. A rare red-billed woodpecker! (looks over with binoculars) What sort of bird is that? Oh goodness, it's not a bird, it's- CUT TO: 79 EXT. ARMY BASE SERGEANT Privates! We have reports of an Unidentified Flying Object. It has a long, smooth shaft, complete with- 80 EXT. BASEBALL DIAMOND UMPIRE Two balls! No strikes. (looking up) What is that? It looks just like an enormous-- CUT BACK TO: 81 INT. RADAR ROOM COLONEL Johnson! RADAR OPERATOR Yes, sir? COLONEL Get on the horn to British Intelligence and let them know about this. 82 INT. JAIL CELL Austin and Felicity are in a bare cell with cement walls. The huge metal door has a window with bars in it. FELICITY How are we going to get out of here? AUSTIN Why don't you just shag Fat Bastard again? FELICITY (exploding) Austin, that is it! I don't know what happened to you in the Nineties, but I'm still here, in the Sixties, and I still swing! Don't try to lay your hang-ups on me just because you lost your mojo! That one hurts. AUSTIN Ouch, baby, very ouch. I'm wounded. FELICITY I'm sorry, Austin, that was a cheap shot. AUSTIN No, baby, you're right. I was wrong to judge you. I guess I am...jealous. FELICITY But the Austin Powers I knew was wild and crazy and free. He could never be jealous. AUSTIN That

Austin is gone. I've changed. I knew someone, not long ago, a very special woman. She taught me that life isn't about jumping into the sack with whoever comes along, it's about caring and responsibility. And while it is true she turned out to be an evil robot minion of Dr. Evil, I suppose I really did...love her. FELICITY Was that your wife? AUSTIN Yes, Vanessa. Felicity is touched. FELICITY Listen, Austin, I can't pretend to understand everything you've gone through, but I trust you. I'll make you a deal: if we get out of here alive, I'll give monogamy a try. AUSTIN With me? FELICITY Yes, silly. AUSTIN Groovy, baby! They kiss. FELICITY We need to lure the guard inside and get his key. AUSTIN Alright, what if I pretend to be desperately ill with food poisoning? The guard, drawn by my cries of pain, will come to investigate. Meanwhile, you dig a pit and line it with makeshift punji sticks made from sharpened toothbrushes. The guard falls in, Bob's your uncle, and we've got the key. What do you think? FELICITY That might work, but how about this? Felicity charges towards the window in the door, ripping open her blouse as she goes, showing her breasts to the guard. We, however, can't see them. FELICITY (giving a wolf whistle) What do you think of these, my man? 83 INT. HALLWAY OUTSIDE CELL The guard is mesmerized by Felicity. GUARD Mommy... He unlocks the door and enters. 84 INT. JAIL CELL The guard enters an apparently empty cell. We see that Austin is wedged spread-eagle above the door, ready to pounce. FELICITY (seductive, to guard) It's very hot in here, don't you think? The guard follows her into the cell. FELICITY (irritated) It's very hot in here, don't you think? The guard advances on her. FELICITY (breaking cover) Austin! AUSTIN (from above) I'm very firmly wedged. FELICITY If you want something done... She PUNCHES the guard right in the face and he collapses. AUSTIN Almost...got it! Austin falls flat on his face with a THUMP and pops back up. AUSTIN Let's go get my mojo! 85 INT. DR. EVIL'S MOON BASE It is a stark, steel girder and glass structure. Dr. Evil is trying to look dignified but he is FLOATING AWAY. He grabs at the railing of his chair as his feet float up. DR. EVIL Has anyone seen my gravity booties? Honestly, all I wanted was a frickin' moon base. Hello, we're on the moon, no gravity? (calling out) Mini-Me? Are you alright? ANGLE ON the top of the room. Mini-Me is stuck to the top of the ceiling along with a lot of DEBRIS. DR. EVIL My frickin' mascot is stuck to the ceiling, OK? Not good. Papa not happy. A couple of henchmen place BOOTS on Dr. Evil. He drops to the floor. DR. EVIL (looking up) Somebody get the stick. Hold on, Mini-Me. (into microphone) Begin laser- He's interrupted by terrible FEEDBACK. Dr. Evil taps and blows on the mic. DR. EVIL (into microphone). Begin- Worse FEEDBACK. He holds it farther away. DR. EVIL (into mic) Begin laser ignition sequence. The laser's coils begin to glow RED. DR. EVIL Lunar alignment in 6 hours. 86 FULL FRAME - LUNAR TRACKING MODEL A NORAD-type screen showing the current position of the moon and where it needs to be before the laser can fire. 87 INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM Austin and Felicity run into the Main Room. It is strangely dark and quiet. FELICITY Where's your mojo, Austin? AUSTIN I'm not sure. MUSIC: It's Raining Men by THE WEATHERGIRLS Suddenly, the lights dim. The three He-Bots descend from the ceiling on trapezes and acrobatic rings, their muscles rippling. AUSTIN Watch out, baby, He-Bots! The He-Bots flip off their trapezes and land in unison, like a perfect Olympic dismount. Their crotch nozzles flip up one by one. AUSTIN I can't fight them without my mojo. FELICITY Who said anything about fighting? MUSIC: seductive music Felicity does a very seductive dance, with hip thrusts and bumps and grinds. The He-Bots EXPLODE, succumbing to her mojo. AUSTIN Smashing, Felicity, you were making me very

horny, man! Extremely randy, indeed! FAT BASTARD (OC) C'mon, give the lads a show. Take of your top. Put 'em on the glass! Make 'em bounce. Let's have a look at your tits. Austin and Felicity turn to see Fat Bastard lurking in the background. AUSTIN Fat Bastard! FAT BASTARD Looking for this, Mr. Powers? Fat Bastard, holds the beaker and is flanked by a dozen private army men. AUSTIN Give me back my mojo, Fat Bastard! FAT BASTARD I give the orders, (bleep) for brains. Guards, take them back to their cells. Guards approach. FELICITY Hold on, let me ask you one question. FAT BASTARD Alright, I guess I owe you that much for a night of carnal ecstasy. Austin is grossed out. FELICITY Are you happy? FAT BASTARD What kind of stupid ass question is that? I'm (bleep)in' rich and I'm up to my tits in clean stinky. FELICITY You didn't answer my question, are you happy? FAT BASTARD It's about my girth isn't it? Sure I could lose a few pounds, but I could shiva git! FELICITY Are you happy? FAT BASTARD Of course I'm not happy. Look at me, I'm a big fat slob. I've got bigger titties than you do! I've got more (bleep)in' chins than a Chinese phone book. I've got more crack cheese than a (bleep)in' dairy. I've nay seen ma willie in two years. That's enough time to declare it legally deed! I can't stop eating. I eat because I'm unhappy and I'm unhappy because I eat. (starts to cry) I'm caught in a cycle and there's no escape! AUSTIN Maybe inside that Fat Bastard there's a thin bastard, trying to get out FAT BASTARD Maybe there's big crap inside me trying to get out, jack-ass! Enough of your (bleep)in' new age aphorisms. Listen, I've run the gamut of self- help books. "Food isn't love", right, but how do you get it from the page to the (bleep)in' fork? I'm so weak, I hate myself. I'm for shite. Here, take the mojo. Fat Bastard hands over the mojo. FAT BASTARD I appreciate you trying to reach me, no one can do it for me, I know this now. There's a hole in my soul that food won't fill. This is the beginning of a new me. I'm gonna go to the gym everyday. If you'll excuse me, there's someone I have to get in touch with and forgive...myself. (pause) Sorry. I farted. (pause) It's a long road ahead. 88 EXT. BEACH - DR. EVIL'S ISLAND - DAY Austin and Felicity run up to the Beetle. AUSTIN Hold on, I have something very important to do. Austin drinks the mojo. FELICITY How do you feel? AUSTIN Sound as a pound, my spuds are boiling. Fancy a shag? FELICITY Austin, we don't have time. AUSTIN C'mon, luv, let's hop on the good foot and do the bad thing! FELICITY Dr. Evil's taken his laser to the moon. The world is in danger. AUSTIN Right, the moon. I think I know someone who can give us a lift. 89 EXT. CAPE CANAVERAL - APOLLO ROCKET (STOCK FOOTAGE) The Apollo ready for lift-off. NEWSCASTER (VO) There's been some sort of delay in the launch of Apollo 11, Walter, but we understand that America's first manned mission to the moon will be blasting off shortly. 90 INT. CAPSULE Pan across Austin in a spacesuit, then Felicity in her spacesuit, then CAMEO ASTRONAUT in his space suit. They are surrounded by hundreds of gauges, buttons and meters. AUSTIN Gor blimey, you'd have to be a rocket scientist to figure this stuff out. ASTRONAUT I am a rocket scientist. A technician closes the hatch and the countdown begins. MISSION COMMANDER (VO) We will have lift-off in T minus 10 seconds...9...8...etc. AUSTIN Felicity, if you get frightened, just hold my hand. 91 EXT. CAPE CANAVERAL (STOCK FOOTAGE) The rocket lifts off. MISSION COMMANDER (VO) We have lift-off! Apollo 11 has cleared the tower and is heading for a rendezvous with the moon. 92 INT. APOLLO CAPSULE The G-forces during lift-off are incredible. Austin's face is pulled into a contorted mask which bares his teeth. His hair sticks straight up and his glasses are twisted. Austin is terrified. He clutches Felicity's hand, then grabs on to the astronaut beside him. Felicity, however,

loves it. FELICITY (yelling) Yaaaaa-hoooo! 93 EXT. SPACE - APOLLO ROCKET (STOCK FOOTAGE) The stages separate. 94 INT. NASA CONTROL ROOM Basil sits at the console with NASA technicians. BASIL EXPOSITION Austin, you have achieved lunar orbit. How was that lift-off? 95 INT. CAPSULE - APOLLO ROCKET (INTERCUT) AUSTIN To be honest it was terrifying. It felt like sitting on top of a bomb. As I punched through the atmosphere, I said 'Oh my God!' and I soiled myself. BASIL EXPOSITION Happens all the time in that situation. AUSTIN No, I mean I soiled myself just now when I said oh 'my God!' FELICITY Basil, it was amazing! BASIL EXPOSITION Prepare for moon landing. We only have one hour until Dr. Evil fires the laser! 96 EXT. MOON LANDING (STOCK FOOTAGE) The lunar module settles on the moon. AUSTIN (VO) Mission control, the swinger has landed. 97 EXT. LUNAR MODULE - SURFACE OF THE MOON Austin and Felicity step out in their spacesuits. AUSTIN This is one small step for man, but a giant step for shagging. Can you imagine it, baby, weightless? The permutations are mind-boggling. FELICITY Naughty boy! Austin plants a UNION JACK on the moon. AUSTIN God Save the Queen. 98 INT. NASA CONTROL ROOM The MISSION COMMANDER shakes his head. MISSION COMMANDER The Queen? This is an American show, goddammit. Let's roll that footage we shot last week in the studio. 99 INT. 1960'S AMERICAN HOME (STOCK FOOTAGE) A family gathers around the TV, watching Neil Armstrong's 'real' moon landing. 100 INT. DR. EVIL'S MOON BASE Dr. Evil walks all the way around a TUBULAR HALLWAY-- up the walls, across the ceiling upside down, and back again, settling into his chair. It is like that shot in 2001 SPACE ODYSSEY. DR. EVIL Position the laser. The laser shifts into place. An ALARM goes off and LIGHTS FLASH. ANNOUNCER (VO) WARNING, LASER CALIBRATION! DR. EVIL Get me the President. The screen flickers on: DR. EVIL Mr. President, your time is up. This is your last chance to pay 100 billion dollars or see Washington DC destroyed. ANNOUNCER (VO) WARNING, LASER CALIBRATION! The ALARM continues to blare. 101 INT. OVAL OFFICE (SPLIT SCREEN) The President at his desk. PRESIDENT What? I can't hear you. DR. EVIL Pay me 100 billion dollars or see Washington DC destroyed! The ALARM BLARES. PRESIDENT I'm sorry, I just can't hear you. DR. EVIL (louder) How about now? PRESIDENT Better. DR. EVIL The Capital will be destroyed- The ALARM BLARES. PRESIDENT Sorry! I just can't- I think it's that alarm. DR. EVIL Could someone shut off that frickin' alarm? I'm trying to hold the free world hostage here. Honestly. (shouting) I WILL DESTROY WASHINGTON DC UNLESS YOU PAY ME- The ALARM SHUTS OFF but Dr. Evil is still shouting. DR. EVIL (shouting) 100 BILLION DOLLARS! His yelling startles even himself. PRESIDENT Please Dr. Evil, be reasonable. That's more money than is in the entire Federal Treasury! DR. EVIL Oh well, I guess you have one minute to- "show me the money"! PRESIDENT I still don't know what that means. I can't show you the money because we don't have the money. DR. EVIL Then I suppose you're up shit's crick without a paddle. 102 INT. NASA CONTROL ROOM A white room with a bank of old-fashioned computers and a tracking screen. Basil, several GENERALS, and other VIPs look anxiously over the shoulder of the MISSION CONTROL SPECIALISTS. BASIL EXPOSITION Gentlemen, Austin has landed on the moon. We'll soon know whether he has succeeded or whether the world will be destroyed! 103 INT. DR. EVIL'S MOON BASE - HALLWAY Austin and Felicity enter through a hatch and step out of their spacesuits. FELICITY Let's find Dr. Evil. Suddenly, Austin notices something. AUSTIN Shhh... He points. We see a profile through a sheet of frosted glass. It is Dr. Evil's distinctive profile, with a machine gun. Austin takes careful aim and FIRES. We see the SHADOW take the hit, and fall. FELICITY Austin, you've done it! You got Dr. Evil! AUSTIN Of course I did, baby, I got my

mojo working overtime. FELICITY Austin, I'm going ahead. Cover my rear! AUSTIN Oh, behave! Felicity runs ahead. Austin runs over to where the shadow came from. He sees that it was not Dr. Evil, but MINI-ME, carrying a little gun. Austin is ashamed. AUSTIN Poor little bugger. He's so small, he's like a dog or something. Austin chokes back a tear. AUSTIN Poor little bugger. (realizing) Felicity, be careful! Dr. Evil is still alive! Felicity? Austin runs after her. 104 INT. DR. EVIL'S MOON BASE - MAIN ROOM Austin rounds the corner and comes upon Dr. Evil. AUSTIN (holding his gun on Dr. Evil) Alright, slap-head, turn around. Slowly. DR. EVIL Aren't you forgetting something? A wall panel in the main chamber revolves, revealing FELICITY, enclosed in a glass tube. AUSTIN Felicity! (to Dr. Evil) What have you done to her? DR. EVIL Don't worry, she's not dead...yet. Brightly colored GAS starts to fill the glass chamber. FELICITY (muffled through glass) Don't worry about me Austin. You've got to save the world! DR. EVIL It looks like you have a choice, Powers: save the world, or save your girlfriend. Austin is torn. He looks back and forth between Felicity and the laser which is on the other side of the room. AUSTIN I've got my mojo back, man, I can do both. DR. EVIL We'll see. Fire the laser! The woman manning the laser's joystick begins to MOVE IT. Austin leaps across the room and reaches her just in time. AUSTIN Hands off my joystick, baby. He wrestles with her a moment and then KNOCKS IT ASKEW. 105 EXT. SPACE The laser beam hits the Big Boy Rocket in the crotch and Big Boy's eyes cross in pain. 106 INT. DR. EVIL'S MOON BASE - MAIN ROOM DR. EVIL Damn you, Powers! Dr. Evil hits a SELF-DESTRUCT button. An ALARM blares. ANNOUNCER (VO) Warning! Self-destruct sequence initiated! The base is rocked by EXPLOSIONS. AUSTIN See, Dr. Evil I told you I could do both. DR. EVIL Perhaps you spoke too soon. Austin looks over. Felicity has slumped over in the tube. AUSTIN Noooooo! Austin BANGS on the glass with his fists. AUSTIN Felicity! Felicity. Wake up! Wake up! Please God, don't take her away. It is too late. Dr. Evil runs through the TIME PORTAL and gets away. AUSTIN Felicity, you have to understand, I thought I had my mojo back. This isn't fair. Austin looks up to the heavens. We see a quick-- 107 FLASHBACK - MONTAGE of moments they shared, Austin making her laugh, their first kiss, of Felicity being her beautiful and free-spirited self. A tear runs down his cheek. Austin presses his face against the glass as if trying to reach her. AUSTIN I love you, Felicity! I know I couldn't say it before, but I really do love you! (enraged) Dr. Evil, I'll kill him! Austin starts to chase him, but THREE PRIVATE ARMY MEN block his path. Austin is like an animal. He charges toward the first soldier, RIPS HIS HEART OUT, and takes a bite out of it. Then Austin turns to the second soldier and RIPS HIS SPINE OUT like in Mortal Kombat. The soldier slumps to the ground. The last soldier is terrified. Austin swings both fists simultaneously, crushing the guy's head which EXPLODES LIKE A PUMPKIN. Austin runs over to the TIME PORTAL set for "75 BC". He runs through. CUT TO: 108 INT. ROMAN VILLA - 75 BC An orgy is taking place. Dr. Evil is in a toga with a laurel with two YOUNG ROMAN MEN feeding him grapes. DR. EVIL You make love to your wife out of duty, your mistress for pleasure, and a Roman boy for ecstasy. (noticing Austin) Shit. He runs away as Austin appears through the TIME PORTAL. Austin follows Dr. Evil into another TIME PORTAL marked "1975". 109 EXT. VENTURA BOULEVARD - 1975 Austin emerges from the TIME PORTAL to see Dr. Evil getting into a car. Austin waves his hands and a 1974 RED FORD TORINO with a white stripe pulls over. AUSTIN I have to commandeer this vehicle. (noticing) Hey, aren't you Hutch? VOICE (OC) No. We see PAUL MICHAEL GLASER (STARSKY). PAUL MICHAEL GLASER I'm Starsky. DAVID SOUL I'm Hutch. Austin

jumps in and the Torino speeds off. Dr. Evil's car disappears into a car wash which is a TIME PORTAL. The Torino follows. A sign at the car wash reads: "1911" CUT TO: 110 EXT. DECK OF THE TITANIC - 1911 Passengers in period garb walk past a lifesaver with "Titanic" stenciled above it. Dr. Evil enters through a portal with Austin hot on his heels. CAPTAIN (OS) Iceberg, dead ahead! Suddenly the ship tilts at a radical angle. LEONARDO DICAPRIO, KATE WINSLET, and JAMES CAMERON slide by. JAMES CAMERON I'm king of the world! Dr. Evil and Austin slide backwards into the TIME PORTAL they just came from. CUT TO: 111 EXT. LONDON STREET - DAY - 1999 Dr. Evil runs into the street with Austin chasing him. In SLO-MO Austin dives for a ridiculously long time, and TACKLES Dr. Evil, pinning him. AUSTIN I'm going to kill you, you bastard! DR. EVIL (breathing heavily) Before you do that, know this: Austin, I am...your...father. MUSIC: dramatic sting AUSTIN Really? DR. EVIL No. I can't back that up. I was just grasping at straws. I had nothing. But isn't it interesting, Mr. Powers, you really have become a product of the Nineties. AUSTIN How so? DR. EVIL You're more interested in your job as glorified policeman than you are in love. You won the battle, but I won the war. Love means nothing, you've proved it. AUSTIN I didn't think that Felicity was going to die, man. DR. EVIL What a cowardly response. I'm disappointed really. You have the power to go back in time and save her, but it means letting me go. Austin looks over and sees a TIME PORTAL. Through it he can glimpse the lair, and Felicity. DR. EVIL Well, Mr. Powers, which is it going to be? Me or the girl? AUSTIN Felicity! Austin runs through. CUT TO: 112 INT. DR. EVIL'S MOON BASE - 60'S We see the scene from a moment ago. Felicity is in the glass tube and the BRIGHTLY COLORED GAS is starting to fill it. DR. EVIL It looks like you have a choice: save the world, or save your girlfriend. AUSTIN I choose love, baby. Austin runs over to the glass tube and SMASHES HIS FIST through it. The glass SHATTERS and Austin pulls Felicity out. She gasps for air. AUSTIN Felicity, I love you. FELICITY (breathless) But I thought- AUSTIN That was another place and another time, baby. Austin kisses her for a long time. She starts to twitch. She struggles. She hits him in the head and he finally stops kissing her. FELICITY (gasping) Can't. Breathe. AUSTIN Sorry, baby, I got a little over- stimulated. DR. EVIL Fire the laser! AUSTIN What do we do? FELICITY Use your mojo! AUSTIN I don't have it! FELICITY Trust me, you do! Austin turns and gives a 'who me?' look over his bottom. The woman arming the laser stumbles backwards into the directional control just as it FIRES. 113 EXT. SPACE The Big Boy Rocket spins to avoid the laser as it passes harmlessly by. 114 INT. NASA CONTROL ROOM Jubilation. BASIL EXPOSITION He did it, he saved the world! (calming down) Of course, I thought he might. 115 INT. DR, EVILIS MOON BASE - MAIN ROOM FELICITY Austin, you did it! They embrace. AUSTIN Uh-oh. (beat) I think I just got my mojo back. Really. FELICITY Austin, you had it all along. No one can take your, mojo away from you! DR. EVIL Good-bye, Mr. Powers, for the last time. Dr. Evil hits the SELF-DESTRUCT button and climbs aboard the rocket, which blasts off. 116 EXT. SPACE (CHEAP BLUE SCREEN EFFECT) Dr. Evil's escape rocket in flight. 117 FULL SCREEN - RADAR Dr. Evil's rocket enters the screen. It has the silhouette of a flying penis. 118 INT. RADAR ROOM RADAR OPERATOR Sir, you better have a look at this radar. COLONEL What is it? RADAR OPERATOR I don't know, sir. It's hard to describe. It's...it's- CUT TO: 119 INT. DOCTOR'S OFFICE DOCTOR Just a little prick! The kid CRIES. DOCTOR All done! (out the window) Good lord, what is that? If I didn't know better I'd say it's a- CUT TO: 120 INT. CHINESE COMMUNIST CLASSROOM CHINESE TEACHER Wang! One of the STUDENTS, dressed in a green

Mao suit and clutching a red book is caught looking out the window. CHINESE TEACHER Pay attention! CHINESE STUDENT I'm sorry, Comrade Teacher. (pointing out window) I was distracted by that enormous flying- 121 EXT. BEACH RACHEL HUNTER Rod? ROD STEWART Yes, Rachel? RACHEL HUNTER (pointing to sky) What's that? ROD STEWART (looking up) It looks like a giant- CUT TO: 122 INT. CLASSROOM OLD LADY TEACHER Penis! (pointing to her chart) The male reproductive organ. Also known as tallywhackers, wankers, schlongs, or-- CUT TO: 123 INT. NASA CONTROL BASIL EXPOSITION Peters! CAPTAIN PETERS Yes, sir? BASIL EXPOSITION Any word from Austin? CAPTAIN PETERS We've picked up his signal, but the lunar base seems to self- destructing. BASIL EXPOSITION (on microphone) Austin, if you can hear me, use the time portal! There's no time to get to the lunar module! Use the time portal! 124 INT. DR. EVIL'S MOON BASE Austin stumbles. Felicity looks at him. FELICITY Austin, you have to get to the time portal! AUSTIN Come with me, Felicity! It's the only way out! FELICITY Austin, will I fit in the Nineties? AUSTIN If I did, anyone can. Let's go, baby! The TIME PORTAL is fifty feet away. Austin and Felicity run towards it. In the foreground, are a stack of conveniently placed barrels. As they run behind the barrels, an obvious AUSTIN STUNT DOUBLE and an obvious FELICITY STUNT DOUBLE emerge in their place. The stunt doubles grab a winch hanging above them and cross over to the TIME PORTAL in a dramatic series of acrobatic flips and stunts. The stunt doubles run behind another conveniently placed pile of barrels. Austin and Felicity emerge in their place and run through the TIME PORTAL. The TIME PORTAL reads "1999". FADE TO BLACK: 125 INT. AUSTIN'S PAD - 1999 - DAY It is the most up-to-date modern apartment you've ever seen in your life. There is a large screen TV, a DVD player etc. Movers move in tasteful modern furniture and various other accoutrements of moving. Felicity puts a CD on an old style turntable. SFX: SCREEEECH!! FELICITY Sorry! AUSTIN Don't worry baby it takes some getting used to. Let me ask you Felicity, do you feel any side effects from the time travel? Felicity smiles broadly, revealing that she now has TERRIBLE TEETH like Austin's. FELICITY I'm as healthy as a horse. AUSTIN I love you, Felicity. FELICITY And I love you. AUSTIN Do you want to get married? FELICITY Absolutely not. AUSTIN Thank God. They kiss. FADE TO BLACK. THE END

Kill Bill 2 TABLE OF CONTENTS PROLOGUE 1. "2" 2. The Comatose Bride 3. The Man From Okinawa 4. Showdown at House of Blue Leaves 5. Yuki's Revenge 6. "Can She Backe A Cherry Pie..." 7. The Lonely Grave of Paula Schultz 8. The Cruel Tutelage Of Pai Mei 9. Elle and I 10. The Blood-Splattered Bride OVER BLACK We hear labored breathing. BLACK FRAME QUOTE APPEARS: "Revenge is a dish best served cold" - Old Klingon Proverb - QUOTE FADES OUT WE STAY ON BLACK ...breathing continues... Then a MAN'S VOICE talks over the breathing; MAN'S VOICE (O.S.) Do you find me sadistic? CUT TO: BLACK AND WHITE CU of a WOMAN lying on the floor, looking up. The woman on the floor has just taken a severe spaghetti-western-style gang beating. Her face is bloody, beaten up, and torn. The high contrast B/W turning the red blood into black blood. A hand belonging to the off-screen Man's Voice ENTERS FRAME holding a white handkerchief with the name "BILL" sewn in the corner, and begins tenderly wiping away the blood from the young woman's face. Little by little as the Male Voice speaks, the beautiful face underneath is revealed to the audience. But what can't be wiped away, is the white hot hate that shines in both eyes at the man who stands over her, the "BILL" of the title. In another age men who shook the world for their own purposes were called conquerors. In our age, the men who shake the planet for their own power and greed are called corrupters. And of the world's corrupters Bill stands alone. For while he corrupts the world, inside himself he is pure. BILL'S VOICE (O.S.) I bet I could fry an egg on your head about now, if I wanted to. He continues wiping away the blood. BILL'S VOICE (O.S.) No kiddo, I'd like to believe, even now, you're aware enough to know there isn't a trace of sadism in my actions... Okay - Maybe towards these other jokers - bot not your. OVERHEAD SHOT We see for a moment, A WIDE SHOT looking down at the woman on the floor. Bill (from behind) bent down over her. Four others in black suits, standing over her (three are female, one is male). And about four DEAD BODIES lying in their own blood. We also see we're in a wedding chapel that's been redecorated by blood death and gunfire. And firstly or lastly, depending on the viewer, that the woman on the floor is dressed in a white bridal gown. This woman is our Heroine, and from this moment forth she will only be referred to as The BRIDE. Back to CU of The BRIDE. The BRIDE on the floor. Her pretty face is wiped clean. BILL'S VOICE (O.S.) No Kiddo at this moment, this is me at my most masochistic. While still in her CU The Bride speaks for the first time in the picture. She looks up at the man standing over her and says; THE BRIDE Bill, I'm pregnant. It's your baby. After saying the "y" in "baby", we hear a BANG and The Bride receives a bullet in the side of her head. CUT TO: BLACK SCREEN: Presentation Credit "The 4th Film by QUENTIN TARANTINO" CUT TO: B/W CU of a Young MAN in a TUXEDO. Shot to death. The BRIDE speaks to us in a VO; THE BRIDE (V.O.) That's Tim, Arthur's best friend. CU A PRETTY YOUNG WOMAN in a frilly pink dress with two bullet holes in her. THE BRIDE (V.O.) That's his girlfriend Janeen. CU A PLUMP YOUNG WOMAN, shot to death, wedding bouquet still clutched in her dead fist. THE BRIDE (V.O.) That's my best friend from work Erica. AN OLDER MAN IN A BLACK SUIT shot fulla holes. THE BRIDE (V.O.) That's the minister. I think his name was Reverend Hillhouse. A DEAD OLDER WOMAN by his side in an old-fashioned flower print dress. THE BRIDE (V.O.) That's his wife. A DEAD OLDER WOMAN slumped over an organ. THE BRIDE (V.O.) Organ player, don't know her name. A YOUNG MAN IN A TUXEDO WITH HIS FACE BLOWN OFF. THE BRIDE (V.O.) That's Arthur. Arthur Plympton. The name on his driver's license was Charles Arthur Plympton, but for some reason he preferred Arthur. Maybe if he went by Carles people would have called him Charlie. If that was his reason for going by Arthur I can understand it. Nothing wrong with the name Charlie, except he didn't look like a Charlie, he looked like an

Arthur. Obviously you'll have to take my word on this. Speaking of names, I was about two seconds away from becoming Mrs. Charles Arthur Plympton. And then finally, The Bride. THE BRIDE (V.O.) And that, that's me. I'm the Bride. We do a DISSOLVE from the Bride looking dead in the bridal gown To The Bride, still in B/W, still in a bridal gown, but the asswippin she took in the scene before must have been in the past, because she looks like a million dollars now.......three million even. INT. CAR (MOVING) - NIGHT The Bride behind the wheel of a Volkswagen Karman Ghia convertible. Her long blodne hair whipping in the wind. A PROCESS SHOT PLAYS behind her. THE BRIDE (V.O.) Looked dead, didn't I? Well I wasn't, but it wasn'T for lack fo trying, I can tell you that. Actually Bill's last bullet put me in a coma. A coma I was to lie in for five years. When I woke up, ...I went on what the movie advertisements refer to as a Roaring Rampage of Revenge. I roarded and I rampaged and I got bloody satisfaction. In all, I've killed 33 people to get to this piont right now. I have only one more. The last one. The one I'M driving to right now. The only one left. And when I arrive at my destination..... .... I'm gonna Kill Bill. TITLE SEQUENCE As a female-sung ballad of heartbreaking lament plays on the soundtrack, we see the credits of "Kill Bill" play over the Bride in her bridal gown, driving to the film's climax. The sequence ends with the Bride arriving at Bill's home. WE FADE TO BLACK BLACK FRAME TITLE APPEARS: Chapter one "2" CUT TO: EX CU The BRIDE's EYEBALL IN GLORIOUS COLOR WE CUT OUT ONE...TWO...THREE...TO A CU of The BRIDE IN GLORIOUS COLOR She's sitting in a parked pickup truck. Her eyes focused on something. The BRIDE'S POV: A very homey three-bedroom house in the affluent suburb of Pasadena, California. A purple Dodge Neon sits parked in the driveway. A tricylce, a big wheel, and a few toys sprinkle the grass on the front yard. A mailbox with the name "The BELLS" on it sits out in front of the lawn. We hear but don't see ice cream truck bells. SUBTITLE APPEARS AT SCREEN BOTTOM: "The city of PASADENA, CALIFORNIA" We hear a Car Door Open and Close....THEN....The Bride Walks into the shot, heading for the front door. EX CU: A long, white female finger pushes a doorbell. EXT. RESIDENTIAL PASADENA STREET - DAY The front door opens and an attractive black HOUSEWIFE the same age as The Bride stands in the doorway. The Housewife's face shows immediate recognition of the blonde on her doorstep. The BRIDE on the porch; we do a quick Shaw-Brothers-style Zoom into her eyes. FLASHBACK - SPAGHETTI WESTERN STYLE (That means our Heroine is remembering something, and we see it with an orange filter.) We're back inside the wedding chapel. The Bride is taking the beating of her life by four people in black suits. A black woman PUNCHES HER in the face... WE see it's the black housewife, five years earlier. The BRIDE ON THE PORCH We Zoom quick out of her eyes to CU, a VENGEANCE THEME PLAYS LOUD ON THE SOUNDTRACK. (Whenever we hear this theme throughout the picture, we'll quickly learn what accompanies it is The Bride goin Krakatoa all over whoever's ass happens to be in front of her at that moment.) As the Vengeance Theme plays, a Vein in The Bride's forehead begins to pulsate. When the Vengeance Theme stops, The Bride ATTACKS The Housewife. INT. HOUSEWIFE'S NICE HOME - DAY The white woman and the black woman FLY into the center of the living room, CRASHING onto her coffe table in front of the sofa. These two wildcats go at each other savagely, TUMBLING OVER the couch, clawing and scratching all the way, landing together on the plush carpet. The HOUSEWIFE KICKS The Bride, sending her CRASHING backwards into the small table where the phone, a note pad (for messages), and the mail is kept. The Housewife scrambles up on her feet, but is caught by a FLYING TACKLE from behind by The Bride that sends them both into........ An ornamental iron and tempered-glass bookcase that has framed family photos, display toys, some African art, and a collection

of painted commemorative plates depicting the negro experience in the American military. Starting with a plate featuring Cripis Atkins in the revolutionary war, negro troops in union blue during the civil war, Buffalo soldiers fighting Indians, the Jim Crow troops of the first world war, the colored troops of world war two, Korea, Vietnam, and finally Colin Powell....The Bride and The Housewife CRASH THROUGH all this reducing everything to rubble. They land hard on the floor covered in broken glass, locked in grapple, each trying to get the best of the other one,... When The Housewife HEADBUTTS The Bride in the nose. The HOUSEWIFE hops off The Bride, runs into the kitchen, opens a drawer and comes out with a HUGE MOTHERFUCKIN BUTCHER KNIFE. The BRIDE rises from the floor, and WHIPS OUT a KNIFE in a sheath hanging from her belt known as a SOG. (A SOG is a long, double-edged knife that's as sharp as a razor, and is what Navy Seals use to kill humans with.) The Bride backs up into the mess of the now totally demolished living room. The two woman stalk each other, each holding her blade, each looking like they know how to use it, each waiting for the other to make a mistake so they can plunge their blade deep into the other one. Blood and sweat dript off of the faces of the two women locked in life and death combat...... ....When The back kitchen door opens, and a FOUR-YEAR-OLD LITTLE GIRL, carrying a lunch box steps inside. FOUR-YEAR-OLD GIRL Mommy, I'm home! The two warrior women whose eyes reflect only combat concentration, suddenly switch upon hearing the four-year old's voice. The Housewife's eyes flash a look of pleading to the eyes of The Bride. The Bride seems to answer back; "Okay." The Black woman and the white woman hide their edged weapons behind their backs, as the Four-Year-Old Little Girl walks into the newly destroyed living room. The Housewife switches to her mommy voice. THE HOUSEWIFE Hey baby, how was school? The Little Girl is flabbergasted at the mess, and the condition of her mother, who looks like she's just been in a bar room brawl. LITTLE GIRL Mommy, what happened to you and the T.V. Room? THE HOUSEWIFE Oh, that good for nothin dog of yours, got his little ass in the living room and acted a damn fool, that's what happened. LITTLE GIRL Barney did this? She says it with the slightest hint of skepticism, then tries to enter the living room. THE HOUSEWIFE Now baby, you can't come in here, there's broken glass all over the floor, and you gonna cut yourself. The little girl's eyes go to the blonde lady in the living room who she ain't never seen before, who also looks like she's been fighting. The Bride smiles at the confused Little Girl. THE HOUSEWIFE This is a old friend of mommy's I ain't seen in a long time. THE BRIDE Hello sweety, I'm *(BLEEP)*, what's your name? * Whenever during the picture somebody says The Bride's real name, it will be BLEEPED OUT ON THE SOUNDTRACK, ...that is, till I want you to know. * The shy, suspicious little girl doesn't say anything, she just stares at the blond lady. THE HOUSEWIFE Her name is Nikki. THE BRIDE Nikki. What a pretty name for such a pretty little girl. How old are you Nikki? Nikki still says nothing, only stares. THE HOUSEWIFE Nikki, *(BLEEP)* aked you a question. NIKKI (to The Bride) I'm four. THE BRIDE Four years old, aye. You know I once had a little girl. She'd be five right now. Maybe you two could of played with each other. THE HOUSEWIFE Now baby, me an *(BLEEP)* have some grown-up talk to talk about, so you go in your room now and leave us alone till I tell you to come out. The child doesn't move, so the mother repeats herself. THE HOUSEWIFE (snapping her fingers) Nikkia - in your room - now. The little girl slowly walks away and disappears behind the door of her bedroom. The two women turn to face each other, masquerade and combat both finished. THE HOUSEWIFE Want some coffee? THE BRIDE Yeah, sure. The two women move into the kitchen. The Bride re-sheaths her SOG, and The Housewife puts the butcher knife back in the drawer. The Bride sits down at the

kitchen table, while The Housewife pours both of them coffee. THE HOUSEWIFE Cream and sugar? THE BRIDE Both, please. As The Housewife fixes the coffee, we hear The Bride's VOICEOVER ON THE SOUNDTRACK: THE BRIDE (V.O.) This Pasadena homemaker's name is Jeanne Bell. Her husband is Dr. Lawrence Bell. But back when we were acquainted, five years ago, her name was VERNITA GREEN. Her code name, was "COBRA"..... Mine was BLACK MAMBA. The two combat artists sit at the kitchen table, drinking coffee out of Vernita's coffee mugs. THE BRIDE Were you expecting me? VERNITA Yes and no. Bill got in touch with me right after you woke up, and then again a little later after your episode in Japan. (pause) So I suppose it's a little late for a apology, huh? THE BRIDE You suppose correctly. VERNITA Even if I was sincere? THE BRIDE Oh. I'm quite positive you're sorry, now. Vernita says to the Bride across the table furiously but with low volume; VERNITA Look bitch, I need to know if you're gonna start anymore shit around my baby girl! THE BRIDE You can relax for now. I'm not going to murder you in front of your daughter. VERNITA That's being more rational than Bill led me to believe you were capable of. THE BRIDE Well that's a demonstration of Bill's complete ignorance when it comes to the subject of me, and what I'm thinking, and what I might do. It's mercy, compassion, and forgiveness I lack, not rationality. She pauses for effect -- the ham. THE BRIDE I'll wait for now, but I won't wait for long. I'll allow you to choose a time and place for us to meet again, preferably as far away from Nikki as possible. I could have just HIT you, I didn't, I demand respect for that. Since this is not a HIT, consider it a DUEL. And as two former Deadly Vipers, we will observe Viper rules of honor. One on one - no help - no bushwhackin - no treacherous weapons - on weapon of choice - our skill and our bodies. Vernita says her name; VERNITA *(BLEEP)* THE BRIDE - I'm not through telling you. Failure to keep our date, or duplicity of any kind, will result in me putting a xoxo hollow point bullet into the back of your skull from a window of a building across the street from Nikki's elementary school. Now, feel free to respond. VERNITA Look...I know I fucked you over. I fucked you over bad. I wish to God I hadn't, but I did. The blonde listens to the black woman with a poker face. VERNITA If I could go back in a machine I would, but I can't. All I can tell you is I'm a different person now. THE BRIDE I don't care. VERNITA Be that as it may, I know I do not deserve mercy or forgiveness. However, I beseech you for both on behalf of my daughter. THE BRIDE -- Bitch, you can stop right there. The B-word stops Vernita short, almost like a cold-handed slap in the face (it should affect the audience that way as well). THE BRIDE (leans in close) Just because I have no wish to murder you before the eyes of your daughter, does not mean parading her around in front of me is going to inspire sympathy. You and I have unfinished business. And not a goddamn fuckin thing you've done in the subsequent five years - including getting knocked up - is going to change that. VERNITA You have every right to wanna get even -- THE BRIDE -- But that's where you're wrong, Vernita. I don't want to get even. To get even, even Steven. I would have to kill you, go into Nikki's room, kill her, then wait for your old man, Dr. Bell, to come home and kill him. That would make us even. No, my unborn daughter will just hafta be satisfied with your death at her mother's hands. Vernita knows no matter what else is said, blood will spill. VERNITA When do we do this? THE BRIDE It all depends... When do you want to die? Tomorrow? The day after tomorrow? That's about as long as I'll wait. VERNITA How bout tonight, bitch? THE BRIDE Spendid. Where? VERNITA There's a baseball diamond where our little league has its games, about a mile from here. We meet there around two-thirty in the morning, dressed all in black, your hair in a black stocking, and we have us a knife fight, we won't be bothered. I have to

fix Nikki's cereal. As they continue to talk, Vernita pulls down a cereal bowl for her daughter and lays it on the kitchen counter. THE BRIDE Bill said you were one of the best ladies he'd ever seen with an edged weapon. Vernita moves to another kitchen cabinet, and pulls down a box of the sugar cereal, "Kaboom." VERNITA Fuck you, bitch, I know he didn't qualify it, so you can just kiss my motherfuckin ass, Black Mamba. (snorts to herself) Black Mamba, I shoulda been motherfuckin Black Mamba. As the two females continue to talk, Vernita reaches her hand inside the cereal box. THE BRIDE Weapon of choice? And if you want to stick with your butcher knife, I'm cool with that. VERNITA Very funny. Vernita FIRES A GUN from inside the cereal box at The Bride.... .... The bullet explodes out of the cardboard box, and HITS the coffee mugh directly in front of The Bride, BLOWING IT TO SMITHEREENS. The Bride THROWS HERSELF ON THE FLOOR.... Vernita pulls the gun out of the cereal box and FIREES again... ...The bullet HITS THE FLOOR of the tiny kitchen... ...The Bride moves under the kitchen table, then using her back, LIFTS THE TABLE OFF THE GROUND, RAMMING IT STRAIGHT INTO Vernita, pinning her flat up against the table top, and the kitchen counter. While her left hand holds the table, her right hand goes to the SOG on her belt, her fingers wrap around the blade's grip, lifting it up out of the sheath and PLUNGING IT THROUGH THE TABLE TOP up to the handle, with all the SOG's steel entering Vernita's abdomen. The table falls back to the floor with the dying homemaker pinned to it. The two former colleagues meet eyes. VERNITA Sorry, bout the bushwhack. Please don't... THE BRIDE Do to your daughter, what you did to mine... (she takes her hand) ...I won't. Vernita dies. The Bride removes her Sog, looks up and sees little Nikki standing in the doorway of her room. The little girl sees her mother dead on the floor, lying in her own blood. And she sees the blonde lady standing over her mother, bloody knife still in her hand. But oddly enough, Nikki doesn't cry. The little girl locks eyes with the big girl, and holds her stare. As she talks to the little girl, she removes an already stained with blood white handkerchief with the name "BILL" sewn on it. And the blonde wipes the girl's mother's blood off her blade. THE BRIDE It was not my intention to do this in front of you. For that I'm sorry. But you can take my word for it, your mother had it coming. When you grow up, if you still feel raw about it, I'll be waiting. And with that apology, statement, and invitation, The Bride walks out the kitchen side door, leaving the little girl to her mourning. EXT. VERNITA'S HOME - DAY The Bride walks down the dead woman's driveway to her vehicle. She glances at the lawn toys one more time as she makes here getaway. She climbs into her big, yellow pickup truck, with the words "Pussy Wagon" written across the flatbed's hatch door in a pimpy font. She takes out a ringed notebook and turns to a page that's headline reads; DEATH LIST FIVE On the pager are five names numbered going down the page written in red ink. The first name has a line drawn through it with black ink. The second name on the list is; VERNITA GREEN COBRA The Bride takes a black felt pen and draws a line through Vernita's name. Turns on the truck's engine and drives out of the residential district. FADE TO BLACK. OVER BLACK TITLE CARD: Chapter two The comatose Bride FADE UP ON CU The comatose Bride lying in her hospital bed, wide open unblinking sightless eyes, that constantly stare yet see nothing. The Bride is at the beginning of her comatose journey. A SUBTITLE APPEARS: under her face. "Five years and four months earlier in the city of El Paso, Texas" Although we're only in a tight CU, we can tell a few things: one, she's in her hospital room; two, she's alone; three, it's night; and four, one hellva RAINSTORM is pounding outside. EXT. EL PASO GENERAL HOSPITAL - NIGHT The rain pisses down in buckets in front of the hospital... WHEN... The wheel to an Alfa Romeo rolls into FRAME and

stops. The car door opens and two yellow galoshes step out into the wet night. OVERHEAD SHOT A red umbrella opens as rain falls down. CU the back of a head wearing a yellow rainslicker hood, framed by the red umbrella above it, which water cascades down and beats a rhythm against. The figure in the yellow rainslicker with the red umbrella (who we can guess is female) starts walking towards the hospital. WE GO TO SPLIT SCREEN Left Side Right Side CU The Bride's unblinking The back of the yellow comatose sleep. slicker - walking in the rain towards the hospital's entrance. CU her yellow galoshes slapping against the wet asphalt, and splashing through puddles. CU The Bride in her coma CU the hospital's electrical doors - WOOSH - OPEN. We follow behind the woman in the raincoat as she walks from outside into the hospital down the hall, and into the ladies room door. CU The BRIDE EX CU OF A WHITE in her coma WOMAN'S SHAPELY BAREFOOT ANKLE AND LEG stepping into a sheer, white stocking. INSERT: OF THOSE LONG, WHITE LEGS STEPPING INTO A WHITE NURSE'S UNIFORM. INSERT: OF THE ZIPPER IN THE BACK ZIPPING UPWARDS. INSERT: OF WHITE, SHEER STOCKING FEET STEPPING INTO WHITE NURSE'S ORTHOPEDIC SHOES. - INSERT: OF A SYRINGE NEEDLE STUCK IN A VIAL The liquid is drawn up into the syringe. SOME WRITTEN TEXT APPEARS BELOW IMAGE THAT READS: "A lethal cocktail of Bill's own concoction. He calls it, 'Goodbye forever'." INSERT: THE DEADLY SYRINGE IS PLACED ON A NURSE'S TRAY INSERT: A LITTLE WHITE NURSE'S CAP IS PLACED ON TOP of the woman's blonde head. INT. HOSPITAL CORRIDOR - NIGHT The door marked "ladies" is opened, and a beautiful 6-foot blonde in a white nurse's uniform, with a matching white eye patch over her left eye, steps out, carrying the nurse's tray with the "Goodbye forever"-filled syringe on it. She walks down the corridor towards The sleeping Bride's room. SUBTITLE UNDERNEATH BLONDE NURSE: "ELLE DRIVER Member of The DEADLY VIPER ASSASSINATION SQUAD codename: CALIFORNIA MOUNTAIN SNAKE" END OF SPLIT SCREEN STAY WITH ELLE'S SIDE INT. THE BRIDE'S HOSPITAL ROOM - NIGHT The Bride, alone in her bed, alone in her coma, alone in her room. Elle Driver opens the door to her room and steps inside. The female assassin approaches the comatose woman. EX CU ELLE DRIVER'S EYE AND WHITE EYE PATCH looking down at her sleeping target, victim, rival, and opposite number. EX CU The BRIDE'S EYES wide open - blank stare. Elle standing over The Bride's hospital bed, says to her; ELLE I might never of liked you. Point in fact I despise you. But that doesn't suggest I don't respect you. You were a master of a profession that's most difficult to master. Dying in our sleep is a luxury our kind is rarely afforded. My gift to you. As she lifts the syringe off the tray.... Her cell phone RINGS.... She curses to herself...there can be only one person on the other end....she answers it. ELLE Hello, Bill. (pause) Affirmative. (pause) Comatose. (pause) I'm standing over her right now. (pause) What! The female assassin turns away from the wide-eyed stare of The Bride, and paces the hospital room talking in the cell phone. ELLE Don't fuckin ssshhh me! If you think I came all the way down to Texas - in a dog and cat rainstorm no less - just to tuck sleeping beauty in bed - you got another fuckin thing comin - (pause, then real loud) You don't owe her Shit!! (then again, but quieter) You don't owe her shit. (pause) Man, fuck that bitch! (pause) Oh you're not are you? Well Bill, you never leave a job half done. A great teacher taught me that once, he looked a whole lot like you. Elle pauses as Bill on the other line has his say. We don't hear his side, we stay with Elle as he talks. We can tell by her face, he's making some sense. After awhile she answers back; ELLE I guess. (pause) No, I don't need to guess, I know. (pause) Affirmative. (pause) I love you too, bye bye. The female assassin puts the phone away and looks down at The comatose Bride with the open eyes. Even though her face is expressionless, she almost seems to be smiling. ELLE Thought that was pretty funny

didn't ya? Word of advice shithead, don't you ever wake up. Elle leans closer to the Bride's face. ELLE Ya know now I get a better look at you, you're not so damn pretty. Yeah, you go that Venus thing going for you but...ya know, now I get a closer look at you you're kinda weird looking. You got this big nose that doesn't fit with the rest of your face, your eyes are two different sizes. And look at your skin...My complexion is way better than yours -- The Bride does one of her motor reflex functions...She SPITS in Elle's face. Elle springs up, wipes the spit off her cheek and looks down at The comatose Bride in her bed. ELLE Oh, no you didn't. She grabs The Bride by the front of her hospital gown... ....Yanks Her up to a sitting position... ...And PUNCHES her hard in the face three times. ELLE If you ever take your ass out of this Goddamn bed for as long as you fuckin live, I will beat you into the ground, bitch! INT. HOSPITAL CORRIDOR - NIGHT Elle Driver in her nurse's uniform, angrily walks down the hallway. She passes by a DOCTOR, STRUGGLING WITH A PATIENT BLEEDING PROFUSELY on a gurney. DOCTOR (yelling) Nurse come here quick, we're losing this man! Elle doesn't even look back. ELLE Tough titty, I quit. She walks out of the SHOT. FADE TO BLACK. BLACK FRAME TITLE CARD: Five years later. CUT TO: INT. THE COMATOSE BRIDE'S HOSPITAL ROOM - NIGHT The CAMERA is in a corner of the ceiling, looking down on the comatose Bride, who lies motionless in her bed. WE HEAR the sound of a BUZZING MOSQUITO, doing loop de loops and figure eights in the air, looking for some warm blood. The BUZZING stops.... MACRO CU of mosquito on The Bride's forearm, its stinger dug in her flesh, visibly drawing blood from its host. CU MOSQUITO'S FACE drinking her blood. MACROSHOT OF MOSQUITO ON FOREARM drinking blood...when The Bride's hand comes into FRAME and SQUASHES the bug flat. Her fingers FLICK the dead bug away. CU The Bride her wide-open eyes, that have stared in a constant gaze for the last five years, finally...slowly...softly...shut. BEAT They SUDDENLY POP OPEN. The BRIDE SITS BOLD UPRIGHT IN BED. She has no idea where the fuck she is. WE DO A SHAW BROTHERS STYLE QUICK ZOOM INTO A CU OF HER FACE. QUICK CUT TO A FLASHBACK SPAGHETTI-WESTERN STYLE back at the wedding chapel, gun pointed down at our face. THE BARREL EXPLODES LEAT AT US - BANG! QUICK CUT BACK TO The BRIDE IN HER HOSPITAL BED, BANK still echoing in her ears. She lets out a SCREAM OF PAIN and her hand goes to the side of her head, as if she were just shot. Her hand feels the metal plate embedded in the side of her skull where the hole was. She knocks against it with her knuckle...it goes...TINK...TINK. Suddenly she says out loud; THE BRIDE My baby. Her hand goes down to her belly, unly to find it not swollen but flat. She doesn't understand, lifts up her hospital gown and sees a JAGGED SCAR which runs down her abdomen. Her fingertips trace it. She quickly looks at the palm of her and and counts the lines. MACRO CU The LINES IN HER PALM look like a road map. She stops counting, shocked; THE BRIDE (to herself) Five years. She counts again. THE BRIDE (a statement) Five years. The Bride's two eyes fill with tears as she realizes her baby is long gone. WHEN SUDDENLY... She hears the STEP...STEP...STEP...OF BILL'S BOOTS WALKING TOWARDS HER ROOM.... WE SEE THE CINEMATIC EQUIVALENT OF A COMIC BOOK THOUGHT BALLOON by her head. INSIDE OF IT WE SEE BILL'S BLACK BOOTS walking across the wood floor of the wedding chapel. INT. HOSPITAL CORRIDOR (THE BRIDE'S FLOOR) - NIGHT We see a HOSPITAL ORDERLY'S bright red and white Reeboks softly slapping against the smooth surface of the institution's floor. They make a sound nothing like Bill's shoes. SCREEN GOES TO SPLIT SCREEN LEFT SIDE RIGHT SIDE The BRIDE listening to them Orderly's Reeboks walking getting closer. WE HEAR the down the hospital STEP...STEP...STEP...in time corridor. with Orderly's sneakers. CAMERA MOVES UP TO Orderly's face, leading two TRUCKDRIVERS. The Bride HEARS BILL'S VOICE SPEAK FOR THE ORDERLY; BILL'S VOICE ORDERLY (in time)

(in time) She's right in here. She's right in here. SPLIT SCREEN FINISHES STAY WITH The BRIDE'S SCREEN The Bride decides the best course of action, till she gets her bearings, is to play possum. She throws herself back down on the bed, just as the three men enter her room. They see just what they expected to see, The Bride lying in her bed in her coma. She duplicates her comatose eyes-wide-open-fixed stare. Except knowing she's awake, and sees everything in front of her, creates a slightly different effect. The Bride, however, while she sees the Two Truckdrivers for what they are, when she sees The Orderly she sees Bill, when The Orderly talks she hears Bill. WE HOWEVER WILL NEVER SEE BILL'S FACE COMPLETELY. The Orderly takes her shee covering off, and hitches up her hospital gown till her blonde pussy is exposed. He does kind of a "TA-DA" presentation of her vagina. THE ORDERLY Now is that the cutest little blonde pussy you ever saw, or is that the cutest little blonde pussy, YOU-EVEA-SAW? Trucker #2 (Gerald) would tend to agree, Trucker #1 (Warren) fronts. WARREN I seen better. CU The BRIDE EYES WIDE OPEN PLAYING POSSUM. She can't believe she's being exhibited in this manner. A look of chagrin crosses her trying-to-be expressionless face, "I've seen a fuck load better than you, fatass." THE ORDERLY Yeah, in a movie - maybe. But I know damn well this is the best pussy you ever saw you had touchin rights to. The price is seventy five dollars a fuck gentlemen, you gittin your freak on or what? The Truckers pay the bill of fare. As The Orderly counts The Truckers' money, he lays out the rules; THE ORDERLY Here's the rules; Rule number one; no punchin 'er. Nurse comes in tomorrow an she got 'er a shiner - or less some teeth, jig's up. So no knuckle sandwiches under no circumstances. And by the way, this little cunt's a spitter - it's a motor reflex thing but spit or no, no punchin. Now are we absolutely positively clear about rule number one? TWO TRUCKERS Yeah. THE ORDERLY Rule number two; No monkey bites, no hickeys - in fact no leavin no marks of no kind. But after that, it's allll goooood. Her plummin down there don't work no more, so feel free to cum in 'er all ya wont. Keep the noise down - try not to make a mess, and I'll be back in twenty. The Orderly turns to leave, then remembers something, and turns back. He takes out the most disgusting jar of vaseline in the history of cinema, and hands it to Warren. THE ORDERLY Oh by the way, not all the time, but sometimes this cunt's cunt can get drier than a bucket of sand. If she dry, lube up with this and you'll be goo to go. BON-APPETIT, gentlemen. And with that, The Orderly's gone. The BRIDE'S POV: As soon as he leaves the Two Truckers start giggling. Warren begins to unbuckle the belt that lies beneath his belly. While he looks down to accomplish this, The BRIDE'S POV BLINKS. GERALD Hey Warren, she just blinked. WARREN He said she can't blink. GERALD I know what he said, I'm tellin ya she just did. Warren drops his Levi's to his ankles. WARREN Just wait, when I get through with this little dumbbell, she gonna stand up and recite the Gettysburg Ad-dress. Warren begins to climb up on the bed and mount The Bride. Before he does he stops, and looks back to Gerald. WARREN Hey, Gerald. GERALD Yeah? WARREN This shit ain't no peep show. Go out in the hall and I'll let ya know when it's your turn. GERALD Awww c'mon, I gotta leave the room? WARREN I can't get no errection wit you lookin at me, so go on. GERALD Well, just hurry up then. Gerald leaves the room; we go out with him in the hallway. INT. HALLWAY (HOSPITAL) - NIGHT Gerald paces, waiting for his turn behind the door. THEN... He hears behind the door a commotion, then Warren SCREAM LIKE A BITCH. He bangs on the closed door and says; GERALD He man, keep it down in there, I can hear your ass out here. More falsetto SCREAMS behind the door... THEN... The HEAVY THUD of a body falling. Not what the expected. INT. THE BRIDE'S ROOM - NIGHT Gerald pushes open the door to see one hellva sight. His buddy, bloody and lying

motionless on the floor, and The Bride lying haphazardly on the bed, in her coma. He moves to his buddy, who's dead. Then moves to The comatose Bride... Who SUDDENLY SPRINGS TO LIFE, GRABBING him by the front of his shirt, YANKING HIM DOWN TO HER, and PLUNGING the I.V. NEEDLE in her arm DEEP INTO HIS TEMPLE, THEN TWISTING IT AROUND and AROUND, turning the right side of his brain into scrambled eggs a la The BRIDE. She tosses the now brain-dead Gerald to the floor. The BRIDE upon waking, without leaving the bed where she lay the last five years, has just killed two men. She throws off the bloody blankets, whips her legs off the side of the bed, and tries to stand - THEN QUICKLY FALLS OUT OF FRAME. WE HEAR THE CRASH BELOW FRAME. The Bride is flat on the floor. Her legs and feet don't work. Which means she's stuck on the floor with only a functioning top half, and a completely useless bottom half. What's a girl to do? INT. HOSPITAL CORRIDOR - NIGHT The elevator doors open, and The Orderly steps out. BACK TO The BRIDE She hears the sound of Bill's boots approaching the room... STEP...STEP...STEP... She sees Gerald has a Trucker's knife in a holster attached to his belt. Her hands removes it. The Orderly swaggers down the hall to The Bride's room, red Reeboks slapping against the smooth floor. CU The BRIDE She SNAPS the knife's BLADE OPEN in her CU. The Orderly pushes open The Bride's door, stopping in shock. The ORDERLY'S POV: He sees an empty bed with bloodstains on it, Two dead Truckers on the floor, and no Bride. ORDERLY Oh shit! WE GO TO SLOW MOTION as he freaks, Then PAN DOWN HIM... Past shirts - pants - to his Reeboks...Once on the floor WE SEE The BRIDE, curled up low next to the doorway, behind his ankles, knife ready. WE GO BACK TO 24 FRAMES A SECOND. He steps into the room; when he does The Bride reaches out and SLASHES both of his Achilles tendons. The STANDING ORDERLY lets out a "YELP," adn FALLS OUT OF FRAME. IMPACT CUT The Orderly HITTING the floor face first. The boy is stunned. The BRIDE (Confined to the floor) crawls over and drags the stunned fucker across the floor, placing his melon head between the door and the door frame. Then taking the door in her right hand. SLAM! SLAM! SLAM! SLAMMING HIS HEAD THREE TIMES BETWEEN THE DOOR AND THE DOOR FRAME. The ORDERLY lies on the floor in a stange state of consciousness. He's in both excruciating pain, and quite sure he's lost his mind, since at this moment he's lying on the floor, looking up at The comatose Bride asking him questions. THE BRIDE Where's Bill? THE ORDERLY (hurt and confused) Who? SLAM! He screams. THE BRIDE Bill! Where is Bill! THE ORDERLY I dunno no Bill. SLAM! THE BRIDE I saw him here myself..... SLAM! ....Now do you tell me where he is, or do I beat your fuckin brains in? SLAM! THE ORDERLY Please please stop, don't hit me again! THE BRIDE Where is Bill? SLAM! Suddenly The Bride sees the gold coke straw around his neck, that she thought she'd seen earlier on Bill. She snatches it from around his neck. THE BRIDE Where did you get this from? THE ORDERLY That's mine. SLAM! THE BRIDE Bullshit! I saw Bill wearing it in this room ten minutes ago. SLAM! Then The Bride looks down and sees two tatoos on the Orderly's hand - one spelling "B.U.C.K." on each finger of his left hand. And another spelling "F.U.C.K." on the fingers of his right. The Bride seems to look inside her own mind - Whenever she does this A SPECIAL THEME MUSIC WILL PLAY (We'll call it her REMEMBERING THEME). WE DO A QUICK SHAW BROTHERS ZOOM INTO HER EYES - We see Buck enter her room that first night, five years ago.... He's holding in his hand one of those big flashlights you use in a tent when camping. -- It gives off a soft blue light. Buck examines The Bride through the blue. BUCK Well, ain't you the slice of cutie pie they all said you wuz. Well Ma'am, I'm from Longview Texas, my name's Buck, and I'm here to fuck. He starts to unbuckle his belt. WE ZOOM OUT OF HER EYES INTO A CU. The REMEMBERING THEME CUTS OFF. She looks down at Buck and says; THE BRIDE Your name's Buck, right? And

you came to fuck, right? A "how the fuck does she know look," crosses his face. The Bride looks down at him....The VENGEANCE THEME BEGINS PLAYING LOUDLY ON The SOUNDTRACK, and the VEIN IN HER FOREHEAD BECOMES PRONOUNCED and begins to PULSATE IN TIME WITH The MUSIC. Every time The Bride comes face to face with a tormenter, this Theme will play on the soundtrack. By mid movie this music should drive the audience wild with orgasmic anticipation of the carnage to come... ...and With the door in her hand and one mighty slam, this Longview Texas boy is sent to the Promised Land. She searches the dead man's pockets, coming up with a brown wallet that says on it, "BIG EL PASO PIMPIN," loaded with lettuce. She also pulls out a set of car keys on a pickup truck key chain that has the words, "Pussy Wagon" on it written in a pimpy font. She gathers up all these items, and Gerald's knife, then begins to strip Buck of his orderly uniform. INT. UNDERGROUND PARKING LOT - NIGHT The elevator doors to the hospital's underground parking lot open, revealing The Bride in Buck's orderly scrubs in a wheelchair. She wheels out of the elevator fast into the parking lot. Her arms spinning the wheels as she goes down the line of cars, looking for a pickup truck that Buck would own...she stops. What made The Bride stop. The ass end of a big, yellow 4x4 hard-body pickup truck, with flames painted along the side, and the words, "PUSSY WAGON," written along the flat-bed hatch door. Pimpy font. The Bride looks at Buck's key chain in her hand. EX CU CAR KEY in truck door lock, it turns. EX CU TRUCK DOOR LOCK POPS UP OPEN. INT. BACKSEAT OF BUCK'S TRUCK - NIGHT The Bride pulls herself up into the backseat of Buck's pickup truck. Once in the backseat, she shoves the wheelchair away. It rolls out of control down the parking ramp, and CRASHES. Now The Bride's lying vertically in Buck's truck's backseat. Seemingly out of danger - at least out of sight - but she's still stuck hiding in the hospital. And until she regains full use of her legs and feet, this little Bride ain't goin anywhere or doin anything. Lying flat, with the back of her head propped up against the door, her long, lifeless legs stretched out in front of her, her two bare feet at the end of them, pointing to the sky, the Bride focusses her eyes, her stare, her thoughts, her strength, and all her concentration....on her big toe. SLOW ZOOM INTO BIG TOE.... SLOW ZOOM INTO HER FACE.... SLOW ZOOM INTO BIG TOE.... SLOW ZOOM INTO FACE. THE BRIDE (monotone) Wiggle your big toe. Toe doesn't move an inch. THE BRIDE Wiggle your big toe. It doesn't move. THE BRIDE Wiggle your big toe. (VOICE OVER) As I lay in the back of Buck's pickup truck, trying to will my limbs out of entropy, I could see the faces of the cunts who did this to me, and the dick responsible. Members all of Bill's brainchild; "The Deadly Viper Assassination Squad." TITLE SEQUENCE For what looks like a 60's television show about an ALL-GIRL HIT SQUAD, complete with its own LALO SHIFFRIN THEME MUSIC. Against a BRIGHT ORANGE BACKGROUND, A SNAKE WITH SIX HEADS (All different breeds), DONE IN A COOL BUT LOW-BUDGET SPEED RACER-STYLE OF ANIMATION, rears its heads to strike. The IMAGE FREEZES... AND THE SHOW'S TITLE (In an especially cool font) AND LOGO (The black silhouette of five sexy gals each with a samurai sword hanging from their hip, and one guy in a black suit) APPEAR BENEATH IT. "The DEADLY VIPER ASSASSINATINO SQUAD the D.iV.A.S." The SHOW CAST CREDITS START: WE SEE The BRIDE doing something cool...FREEZE SCREEN GOES ORANGE except for a SCOPE-SIGHT RIFLE GRAPHIC WITH CROSSHAIRS over The Bride's face. OFF TO THE SIDE IS HER IDENTIFYING CREDIT; "Starring (The Bride's real name is covered by a stamp that reads) CLASSIFIED as BLACK MAMBA" A beautiful Japanese woman wielding a samurai sword - FREEZE ORANGE B.G. SCOPE-SIGHT GRAPHIC "Starring O-REN ISHII as COTTONMOUTH" VERNITA GREEN doing something cool - FREEZE SAME GRAPHIC "Starring VERNITA GREEN as COBRA" The older, male doing something cool - FREEZE SAME GRAPHIC "Starring BUDD as

SIDEWINDER" ELLE DRIVER doing something cool - FREEZE ORANGE B.G. SCOPE-SIGHT GRAPHIC; "Starring ELLE DRIVER as CALIFORNIA MOUNTAIN SNAKE" As the DEADLY VIPER ASSASSINATION SQUAD OPENING THEME PLAYS WE SEE VARIOUS SHOTS of The Vipers (all dressed alike in the same BLACK, SKINTIGHT CAT SUITS, except for Budd, the male who wears a BLACK SUIT) all doing exciting shit. It ends with the reappearance of the six-heades snake logo, and the six, black silhouettes. The FINAL CREDIT APPEARS; "Created and Produced by BILL" WE MOVE INTO A HEAD and SHOULDERS CU OF The BRIDE'S BLACK SILHOUETTE. THE BRIDE (V.O.) Now after five years of beauty sleep I knew absolutely nothing about my enemies' strengths weakness or whereabouts. But as fated by God vengeance would have it, I who knew nothing - knew one thing. As sure as God made little green apples... WE MOVE FAST TO O-REN ISHII'S SILHOUETTE, The SILHOUETTE BECOMES A POSED PICTURE OF O-REN in all her Deadly Viper glory. THE BRIDE (V.O.) (continued) ....if O-Ren Ishii, the first name on my Death List, was still alive... she'd live in Japan. O-Ren Ishii, made her first acquaintance with death at the age of eleven. FLASH ON CU O-REN (11-years old), hiding under a bed, watching... ...her FATHER (dressed in the uniform of a sergeant for the American Army) fighting THREE YAKUZA GANGSTERS. He kills one with his bare hands. The other two slice him to death with samurai swords... ...and her MOTHER being raped by the same men. When they finish, they SHOOT her. Little O-Ren watches, hidden from sight, withi the eyes and face of a stone. THE BRIDE (V.O.) It was at that age, a half-Chinese, half-Japanese American Army brat witnessed the murder of her Master Sergeant father. And the rape, then murder of her mother at the hands of Japan's most ruthless Yakuza boss, Boss Matsumoto. She swore revenge...luckily for her, Boss Matsumoto was a pedophile. SHOCK CUT O-REN ON TOP OF BOSS MATSUMOTO PLUNGING A HUGE KNIFE INTO HIS CHEST. A STREAM OF RED BLOOD SHOOTS UP OUT OF HIM like a geyser. Boss is naked, O-Ren wears a Japanese schoolgirl uniform. THE BRIDE (V.O.) At thirteen, she got her revenge. The Boss's screams cause TWO OF BOSS'S MEN to run into the room, only to be SHOT DOWN by O-Ren, as she removes a gun from a holster strapped to her thigh. The 20-YEAR OLD O-REN ISHII on a rooftop with a high-powered, scope-sight rifle up to her eye. Her EYE is HUGELY MAGNIFIED in the SCOPE. THE BRIDE By twenty, she was one of the tip top of female assassins in the world. She fires. INT. CAR - DAY A Central American General riding backseat of his government vehicle. TWO BEAUTIFUL LATIN WOMEN in one-piece bathing suits sit on either side of him. They both wear sashes down their front; one reads, "Miss Panama," the other reads, "Miss Venezuela." As we cut to this shot, he has both hands on each of their bare knees. He's laughing as the TOP OF HIS HEAD is BLOWN OFF. The 23-YEAR OLD O-REN ISHII stands before Bill and The Bride. (Bill is not clearly viewed.) THE BRIDE (V.O.) At twenty-three she joined Bill's Deadly Vipers... The 25-YEAR-OLD O-REN ISHII BEATING UP the pregnant Bride with the other Vipers... THE BRIDE (V.O.) At twenty five she did her part in the killing of eight innocent people, including my unborn daughter, in a small wedding chapel in El Paso Texas. But on that day, five years ago, she made one big mistake... POSED FIGURE of the BRIDE in all her pre-beating bridal gown glory. THE BRIDE (V.O.) ...she Should of killed nine. However, before statisfaction would be mine, first things first... CU The BRIDE IN BUCK'S TRUCK An hour and a half later from the last time we saw her. THE BRIDE Wiggel your big toe. CU The BRIDE'S BIG TOE wiggles - slightly. THE BRIDE Hart part's over. Now let's get these other piggies wiggling. FADE TO BLACK. BLACK FRAME SUBTITLE APPEARS: "Thirteen Hours Later" BEGIN MUSIC MONTAGE FADE UP ON INT. UNDERGROUND PARKING LOT - DAY Pavement of the parking lot. We HEAR a CAR DOOR OPEN OFFSCREEN, then The Bride's bare foot comes from above FRAME, stepping down INTO The SHOT. She walks around

to the driver's side and climbs in. She sticks Buck's ignition key in its slot and turns. The truck's engine RUMBLES to life. She spies a pair of Elvis T.C.B. SUNGLASSES lying on the dash. She puts them on. EXT. TEXAS STREETS/ INT. TEXAS STORES - DAY The Bride drives Buck's big, yellow pussy wagon all over El Paso buying supplies. WE FOLLOW Her bare feet into a clothing store. Her feet, legs, and ass slip into a new pair of LEVI'S. Her hands grab a pair of CHERRY BROWN COWBOY BOOTS. Then slips on the cowboy boots. Chooses another TOP. And finds a warm JACKET. She opens Buck's "BIG EL PASO PIMPIN" wallet, and pays for the items. She emerges from the store wearing her new outfit, and climbs back in the truck. She drives, stopping at a DEPARTMENT STORE, and walking inside. She picks up a SHOVEL, a HAND PICKAXE, a big CAMPING FLASHLIGHT, a MAP OF TEXAS, a writing NOTEBOOK, and a bunch of RED and BLACK FELT PENS. While the Bride is buying items in the department store we'll CROSSCUT.... ....with her driving the pussy wagon up to a low-rent motel called, "The Texican".... ...Her Registering with the OLD BASTARD of a desk clerk, getting the key, and paying him out of the "BIG EL PASO PIMPIN" wallet.... ...her drawing a bath in the bathroom of the motel room... Shampoo is taken off the shelf of the department store... ...conditioner... ...a bar of soap... ...hot water runs out of the bathtub faucet... ...steam rises off the hot bathwater... ...she pulls down a bunch of bath products, like bubble bath, salts, apricot this - kiwi that, we see her pour all the items in the bathwater... ...then we see her bare foot enter the bathwater... ...then Lower her whole body into the bathwater... ...now submerged in the warm bathwater, by herself, perfect MUSIC CUE ON SOUNDTRACK, she begins to cry...her poor heart has been shattered and five years of tears come flooding out of her. She cries for her baby... She cries for the motherhood robbed from her... She cries for all the innocent people at the wedding chapel, who died simply because they were unlucky enough to cross her path... She cries for the betrayal at the hands of her lover... She cries for the treachery at the hands of her comrades... She cries for the five years of life snatched from her... She cries for the countless violations she endured while incapacitated... And finally, she cries for all the misery she will cause the undeserving......enroute to Bill's retribution. Retribution that begins the minute she steps out of this bathtub. She curls up into a fetal position inside the tub of warm water...weeping. We DOLLY back...to give our heroine some privacy...WE DISSOLVE through the bathroom door...Till we're on the other side, filming a closed door with crying on the other side. When she's finished shedding tears, is when she'll begin shedding blood. When the bathroom door opens, the woman that emerges, has closed out all of her emotions...save from one...revenge. It's that woman, in her new outfit, that climbs into the yellow pussy wagon, puts the T.C.B. Sunglasses over her eyes, and starts the engine that sets into motion the gory story to follow. END OF MUSIC MONTAGE EXT./INT. BUCK'S TRUCK DRIVING IN DESERT (MOVING) - NIGHT POV THROUGH WINDSHIELD: The truck shines its headlight beams on an open patch of prairie wasteland. We see dirt, rocks, plants, and an oil derrick pumping up and down. The Bride STOPS the truck. Taking her flashlight with her, The Bride walks into the headlight beams towards one rock on the ground in particular. She lifts it off the ground, there's an X on it's underside. She smiles. If the X hadn't been there, she would have taken it as a sign that her vengeance quest was never meant to be. But as it is there, it would appear that fortune has smiled on The Bride and her bloody intentions. She walks back to the truck, takes the shovel and the hand pickaxe out from the flatbed, reaches into the truck cab and CHANGES THE MUSIC TO A POUNDING HEAVY METAL ANTHEM. CU The BRIDE'S COWBOY BOOTS next to the X ROCK IN TIME WITH The METAL, The Bride's cowboy boots

count out ten paces from the rock. When the boots stop, the flashlight ENTERS THE SHOT illuminating the spot, THEN...the shovel ENTERS, striking deep in the unmarked earth. EXT. TEXAS DESERT - NIGHT Deep in the middle of Fuck-Knows Texas, lit by the headlights of Buck's 4x4, The Bride digs a hole in the ground......TILL... She HITS SOMETHING HARD. She gets down on her knees, hacking away at the dirt with the hand pickaxe, till a large box covered in plastic is revealed. She hoists it up out of the earth. She rips off the plastic, revealing a large, green Army footlocker, untouched by the condensation of being buried in the ground for over five years. Flipping the two locks open, she lifts the lid, placing the big camping flashlight on the rim. Unfolding a sleeping bag long-ways, she bought at the department store. The Bride begins collecting the contents of her buried treasure, and laying them on the sleeping bag. We see her remove them from the footlocker, one by one. The HEAVY METAL CONTINUES ON THE SOUNDTRACK. 2 9mm AUTOMATICS, w/ AMMO and HOLSTERS. 1 small HAND GUN, w/ AMMO and HOLSTER (which fits around the thigh). 1 SNUB NOSE .38 w/ ANKLE HOLSTER. 1 double-edged SOG KNIFE w/ HOLSTER 1 MOSSBERG PUMP ACTION SHOT GUN w/ AMMO 1 SILVER STEEL BOOMERANG, w/ a double-sided razor's edge w/ HOLSTER. 1 old fashioned STRAIGHT RAZOR 1 BLACK VERTICAL ATTACHE CASE. She flips it open, and inside broken down into four separate pieces is a HIGH-POWERED, SCOPE-SIGHT RIFLE. 1 MANILA ENVELOPE. She reaches in and pulls out a PHOTOCOPY OF HER SONOGRAM. There on the page is a photocopy of her unborn baby girl. A fierce grimness crosses her face as she places the sonogram back in the envelope. 1 CLEAR ZIP-LOCK BAG containing a PHONY I.D. and BANK BOOK both w/ the name "CANDY RALSTON" on them. Reaching back in the locker she pulls out the final item, 1 SMALL KEY attached to a "DEALY VIPERS" KEY CHAIN. She rolls up the weapons in the sleeping bag, and drives off. The HEAVY METAL CONTINUES... CU SIGN reading, COMMONWEALTH BANK OF TEXAS INT. COMMONWEALTH BANK OF TEXAS - DAY CU The BRIDE standing at a teller window, she holds up her key. INSERT: 1 BANK BOOK and 1 DRIVER'S LICENSE w/ The Bride's photo on it and the name "CANDY RALSTON" on each. INT. SAFETY DEPOSIT VAULT - DAY The Bride, with a big athletic bag slung over her shoulder, watches a TELLER remove four safety deposit boxes. INT. PRIVATE AREA - DAY Where you look isnide your safety deposit box by yourself. The Bride opens up the first box... ...It's filled w/ CASH. She opens up the second box.... ...It's filled w/ CASH. She opens up the third box.... ....It's filled w/ CASH. She opens up the fourth box.... ....She Takes out a BAG. Inside the bag are 14 FORGED PASSPORTS and DRIVER'S LICENSES in 14 different names. Also in the box, is one COMPACT REFRIGERATOR CASE. She opens it, inside are 2 BEAUTIFUL HANDMADE GOLD SYRINGES and 1 VIAL OF FLUID. A SUBTITLE APPEARS UNDERNEATH: TRUTH SERUM of Bill's own concoction. He calls it, "The Undisputed Truth." AS The HEAVY METAL CONTINUES...WE see The BRIDE leaving the bank, all the weapons she needs, all the money she needs, taking the first step on her bloody trail... A RINKY DINK GRAPHIC OF A MAP OF JAPAN The tiny figure of a black AIRPLANE flies over the map, leaving a dotted-line trail behind it. We move into the black airplane and DISSOLVE to INT. AIRPLANE (FLYING) OVERHEAD SHOT of the Bride in her passenger seat, flying to Japan. We see she's holding a clean white handkerchief. She's sewing the name "Bill" in the corner. END OF MUSIC MONTAGE. BLACK FRAME TITLE CARD: Chapter Three The MAN From OKINAWA FADE UP ON INT. SUSHI BAR (OKINAWA, JAPAN) - DAY The ENTRANCE to a tiny sushi bar, covered by a Japanese curtain.... SUBTITLE APPEARS: "The City of OKINAWA, JAPAN" ....The fabric is moved aside, and The Bride enters the shot, and the tiny establishment. The little fish and sake bar is the definition of the word cozy. Besides The Bride, the only other person inside is The SUSHI CHEF, who smiles at her behind the midget bar. This Japanese man in

his mid-fifties greets the tall, blonde western girl with a turned-on-for-the-tourists affability. SUSHI CHEF (ENGLISH) English? THE BRIDE (ENGLISH) Almost -- American. SUSHI CHEF (ENGLISH) Ahhhh,...America, welcome... Welcome... My English -- Very good. The Bride smiles at this and walks further inside. She doesn't come across as one of the world's deadliest assassins, but instead as a sweet, slightly airheaded, American tourist. THE BRIDE (JAPANESE) Domo. The Sushi Chef gives an exaggerated look of surprise, and says; SUSHI CHEF (ENGLISH) Oh, "Domo", Very good -- very good, you speak Japanese? THE BRIDE (ENGLISH) Nooo, just a few words I learned since yesterday. - May I sit at the bar? SUSHI CHEF (ENGLISH) Sure sure sure - sit. What other words did you learn - excuse me -- The Sushi Chef YELLS IN JAPANESE, to someone OFFSCREEN. The Bride thinks the restaurant so small it's almost hard to imagine there could be a back room to it. Before getting a response from whoever it was he was yelling to a moment ago, The Sushi Chef turns back to The Bride. SUSHI CHEF (ENGLISH) -- What other Japanese you learn? The Bride puts on a thinking face. THE BRIDE (ENGLISH) Oh...let's see..."Arigato." SUSHI CHEF (ENGLISH) "Arigato"...Very good. THE BRIDE (JAPANESE) ..."Ah-So"... SUSHI CHEF (JAPANESE) "Ah-So!" You know what "Ah-So" meansß THE BRIDE "I See." SUSHI CHEF I see - Very good. THE BRIDE I already said "Domo", right? SUSHI CHEF (ENGLISH) Yes. THE BRIDE (JAPANESE) "Kon-netie-wa." The Sushi Chef goes "Oooh" like he's just discovered the answer to a mystery. SUSHI CHEF (ENGLISH) ..."Kon-nichi-wa"...repeat please. THE BRIDE (JAPANESE) "Kon-nichi-wa?" Saying with surprise and admiration; SUSHI CHEF (ENGLISH) Most impressive...you say Japanese words, like you Japanese. The Bride smiles and lets loose with a girlish giggle. THE BRIDE Now you're making fun of me. SUSHI CHEF (ENGLISH) No no no - serious business. Pronunciation - very good. You say "Arigato" ...like we say "Arigato." THE BRIDE (ENGLISH) Well, thank you - I mean...arigato. SUSHI CHEF (ENGLISH) You should learn Japanese - very easy. THE BRIDE (ENGLISH) No kidding, I heard it's kinda hard. Whenever the Sushi Chef doesn't either hear your or understand you, he yells the word; SUSHI CHEF (ENGLISH) What! And everybody always speaks LOUDER and CLEARER immediately afterwards. THE BRIDE (ENGLISH) I always heard it was difficult. SUSHI CHEF (ENGLISH) Yes yes yes - most difficult. But you have Japanese tongue. THE BRIDE (ENGLISH) Maybe I was Japanese in another life. The Sushi Chef proclaims as if he should know; SUSHI CHEF (ENGLISH) Most definitely, most definitely Japanese in another life. He sets an order of colorful, raw fish in front of the young blonde woman, that not only looks good, it looks beautiful. THE BRIDE (ENGLISH) How did you know tuna's my favorite? SUSHI CHEF (ENGLISH) What! THE BRIDE (ENGLISH) Tuna's my favorite. SUSHI CHEF (ENGLISH) Ah, thank you very much. He YELLS OFFSCREEN in Japanese agai. A little BALD JAPANESE MAN with a shitty attitude, comes out from the back room. He heads for the tall blonde asking in a grumbly voice in Japanese, "What she wants to drink?" THE BRIDE (ENGLISH) (to the bald man) I beg your pardon? The Sushi Chef pantomimes drinking. SUSHI CHEF (ENGLISH) - Drink - THE BRIDE (ENGLISH) Oh yes, a bottle of warm sake. SUSHI CHEF (ENGLISH) Ahhh sake, (he holds up his thumb) Very good. In Japanese he YELLS/ORDERS the warm sake, the little Bald Man disappears. The Bride takes a bite out of her fish. SUSHI CHEF (ENGLISH) First time in Japan? THE BRIDE (ENGLISH) A-huh. SUSHI CHEF (ENGLISH) What! THE BRIDE (ENGLISH) Yes, this is my first time. As the chef slices the next portion with a large knife, he asks; SUSHI CHEF (ENGLISH) What brings you to Okinawa? THE BRIDE (ENGLISH) I came to see a man. SUSHI CHEF (ENGLISH) Aaahh, you have friend live in Okinawa? THE BRIDE (ENGLISH) Not quite. SUSHI CHEF (ENGLISH) Not friend? THE BRIDE (ENGLISH) I've never met him. The Sushi Chef continues slicing..... SUSHI CHEF (ENGLISH) Who is he, may I ask? THE BRIDE

Hattori Hanzo. There's a break in the Sushi Chef's slicing. After a beat, he brings a bloody finger INTO FRAME and sticks it in his mouth. The little Bald man appears with a bottle of warm sake, he pours one for The Bride, then disappears again. As The Bride sips the sake, she looks at the chef. As The Sushi Chef sucks his finger, he looks at The Bride. The Sushi Chef drops the voice he had been using up to that point...and IN JAPANESE SUBTITLED IN ENGLISH asks; SUSHI CHEF (JAPANESE) What do you want with Hattori Hanzo? The Bride answers in Japanese; THE BRIDE (JAPANESE) I need Japanese steel. SUSHI CHEF (JAPANESE) Why do you need Japanese steel? THE BRIDE (JAPANESE) I have vermin to kill. SUSHI CHEF (ENGLISH) You must have big rats you need Hattori Hanzo steel. THE BRIDE (ENGLISH) Huge. INT. HATTORI HANZO'S ATTIC - DAY The trap door in the floor opens up, and HATTORI HANZO (Sushi Chef), climbs inside the room, followed by The Bride. The room has many handcrafted samurai swords in hand-carved wooden sheaths resting on wooden racks running the length of the second half of the attic. The Bride walks down the row of Japanese steel, looking and touching the shiny wood. She looks behind her to Hanzo who is still by the trap door, and says; THE BRIDE (JAPANESE) May I? The Sushi Chef answers in ENGLISH; HANZO (ENGLISH) Yes you may..... She starts reaching for one... HANZO (ENGLISH) ...try the second one down in the sixth row on your left. She finds it lying sleeping in its shiny, black sheath. Her hand lifts it from the rack. She UNSHEATHS the steel, partially....then with GREAT FLOURISH....completely. Hanzo's mouth froms a smile. HANZO (ENGLISH) Funny, you like samurai swords... He pulls a baseball out of his pocket. HANZO (ENGLISH) ...I like baseball. THEN SUDDENLY - HE THROWS THE BASEBALL HARD, right at The Bride's head.... QUICK AS A WHIP, SHE SLICES THE BALL IN HALF, IN MID AIR. The two perfectly cut baseball pieces, hit the floor. He gives her a slight nod, then crosses the attic towards her. HANZO (JAPANESE) I wanted to show you these.... However someone as you, who knows so much must surely know, I no longer make instruments of death. I keep these here for their ascetic and sentimental value. (he takes both sword and sheath from her...) Yet proud tho I am of my life's work... (...he closes them together) I am retired. THE BRIDE (ENGLISH) Then give me one of these. HANZO (ENGLISH) These are not for sale. THE BRIDE (ENGLISH) I didn't say, sell me. I said, give me. HANZO (ENGLISH) And why should I be obliged to assist you in the extermination of your vermin? THE BRIDE (ENGLISH) Because my vermin, is a former student of yours. And considering the student, I'd say you had a rather large obligation. Hattori Hanzo goes to a dusty window, and writes the name, "BILL" on it with his finger. The blonde girl nods her head yes. The proud warrior moves over to the door in the floor, throwing it open. He points into a corner... HANZO (JAPANESE) ...You can sleep there... .....starts to descend.... HANZO (JAPANESE) ...it will take me a week to make the sword... .....before his head disappears, he says; HANZO (JAPANESE) ...I suggest you spend it practicing. ...he closes the door behind him. She smiles slightly...then moves over to the window, takes out a handkerchief, and wipes Bill's name off. FADE TO BLACK. OVER BLACK TITLE APPEARS: "One week later" Under black we hear Hattori Hanzo's voice in Japanese and read the subtitles; HANZO (V.O.; JAPANESE) I'm done doing what I swore an oath to God 28 years ago to never do again. I've created, "something that kills people." And in that purpose I was a success. FADE UP ON CU HATTORI HANZO HANZO (JAPANESE) I've done this, because philosophically I'm sympathetic to your aim. EX CU The HANZO SWORD TRACKING EX CU of the Hanzo sword in its shiny, black wood sheath. At the base of the sheath, by the handle, he's carved the face of a lioness... HANZO (V.O.; JAPANESE) I can tell you with no ego, this is my finest sword. If on your journey, you should encounter God, God will be cut. CU HANZO. HANZO

(JAPANESE) Revenge is never a straight line. It's a forest. And like a forest it's easy to lose your way...to get lost... to forget where you came in. To serve as a compass, a combat philosophy must be adopted that can be found in the secret doctrine of the Yagu Ninja. And now my yellow haired warrior, repeat after me; We go back and forth between CU of HANZO reciting the doctrine like a samurai drill instructor and the Bride repeating it. HANZO (JAPANESE) "When engaged in combat, the vanquishing of thine enemy can be the warrior's only concern... The Bride repeats this... HANZO (JAPANESE) ...This is the first and cardinal rule of combat... The Bride repeats this... HANZO (JAPANESE) ...Suppress all human emotion and compassion... The Bride repeats this... HANZO (JAPANESE) ...Kill whoever stands in thy way, even if that be Lord God, or Buddha himself... The Bride repeats this... HANZO (JAPANESE) This truth lies at the heart of the art of combat. Once it is mastered... Thou shall fear no one... Though the devil himself may bar thy way... The Bride repeats this... Her eyes look at the greatest maker of swords on this earth and says; THE BRIDE Domo. EX CU The Hanzo Sword, her white hand with her long fingers COMES INTO FRAME and removes the beautiful, artful instrument of vengeance. FADE TO BLACK. OVER BLACK TITLE CARD: Chapter Four SHOWDOWN at HOUSE OF BLUE LEAVES CUT TO: A BLANK PIECE OF DRAWING PAPER A hand comes in and, as the Bride talks over this image, draws with a piece of charcoal, a portrait of the geisha regaled O-REN ISHII. THE BRIDE (V.O.) When fortune smiles on something as violent and ugly as revenge, at the time it seems proof like no other, that not only does God exist, you're doing his will. At a time when I knew the last about my enemies, the first name on my death list, was the easiest to find. But of course, when one manages the difficult task of becoming queen of the Tokyo underworld, one doesn't keep it a secret, does one? The charcoal drawing gets color and becomes ANIMATED, turning into a JAPAMATION O-REN... JAPANESE ANIMATION SEQUENCE We see Japamation-style images of The Bride's verbiage. THE BRIDE (V.O.) At the age of twenty, Bill backed his Nippon progeny financially and philosophically in her Shakespearian-in-magnitude power struggle with the other Yakuza clans, over who would rule vice in the city of Tokyo. Japamation images of O-Ren and her Army, taking on ANOTHER YAKUZA ARMY, among falling cherry blossoms. WE CUT BACK AND FORTH between cartoon images of this and the real life real McCoy samurai sword battle. O-Ren's ability is simply amazing. THE BRIDE (V.O.) When it was all over, it was the geisha-regaled O-Ren Ishii that proved the victor. INT. JAPANESE NIGHT CLUB O-Ren has just become the official leader of crime in the city of Tokyo. The six Yakuza clan bosses, each with TWO BODYGUARDS standing behind them, toast their new leader, with much laughter and drinking...all except one...BOSS TANAKA. THE BRIDE (V.O.) And just in case you're wondering how could a half breed Japanese Chinese American become the boss of all criminal activity in Tokyo, Japan,... I'll tell you. The subject of O-Ren's blood and nationality came up before the council only once. The night O-Ren assumed power over the crime council. Boss Tanaka is the picture of angered ambiance among the alcohol-fueled frivolity. THE BRIDE (V.O.) The man who seems bound and determined to break the mood is Boss Tanaka. And what Boss Tanaka thinks is... Boss Tanaka brings his fist down on the table, smashing the plate in front of him into itty bitty pieces. The party comes to a halt as all eyes go to the leader of the Tanaka Crime Family. CRIME FAMILY LEADER #2 (JAPANESE) Tanaka? What's the meaning of this outburst? This is a time for celebration. BOSS TANAKA (JAPANESE) And what exactly should I be celebrating? The perversion of our illustrious council? The Bosses all react with shock and outrage...O-Ren remains cool. She raises her voice for the first word, but lowers it for the rest of the sentence. O-REN (JAPANESE) Gentlemen...Boss

Tanaka obviously has something on his mind. Allow him to express it. BOSS TANAKA (JAPANESE) My father... (looking at a clan head) ...along with yours and... (looking at another) ...along With yours, started this council. And while you drink like fish and laugh like donkeys, they weep in the afterlife over the perversion committed today. The BOSSES react again...O-Ren; O-REN (JAPANESE) Silence! (then composed) Of what perversion do you speak, Tanaka? Boss Tanaka looks at the female half-breed American and says; BOSS TANAKA (JAPANESE) I speak, Mistress Ishii,....of the perversion done to this council, which I love more than my own children,...by making a half Chinese American its leader. Then... Faster than you can say Jimminy Cricket,... O-Ren's samurai sword is unsheathed... Boss Tanaka's head is liberated from its body... The head hits the floor... And from the spot between its shoulder blades, a geyser of blood shoots up in the air. The BOSSES who were shocked at Tanaka's words are even more flabbergasted at O-Ren's resonse. The two bodyguard's, standing behind Boss Tanaka, hands go to their swords and draw them. O-Ren turns her blade in their direction. The Bosses and their bodyguards say nothing,...only watch. The lady looks across at the two men and says in and authoritative voice; O-REN (JAPANESE) Fight me or work for me. They look at her for a moment, then they lower their swords. O-REN (JAPANESE) Drop them on the ground. They do. O-REN (JAPANESE) Get behind me. They do. O-REN (JAPANESE) Get on your knees. They do. O-REN (JAPANESE) Put your foreheads on the floor. They do. O-REN (JAPANESE) Keep your mouths shut. You better believe they do. The mistress' eyes got to the other bosses looking at her. As she speaks English, bodyguard translators translate for their bosses. O-REN I'm going to say this in English so you know how serious I am. As your leader, I encourage you to -- from time to time and always in a respectful manner, and with the complete knowledge that my decision is final -- to question my logic. If you're unconvinced a particular plan of action I've decided is the wisest, tell me so. But allow me to convince you. And I will promise you, right here and now, no subject will be taboo...except the subject that was just under discussion. O-REN (JAPANESE) (to a bodyguard) Hand me that head. He picks it off the floor and meekly offers it to the Queen. She takes it by the hair and holds it up as she speaks. O-REN (ENGLISH) The price you pay for bringing up either my Chinese or my American heritage as a negative is, I collect your fuckin head. (now completely American) Just like this fucker here. Now if any of you sonsabitches got anything else to say, now's the fuckin time. Nobody says anything. O-REN (ENGLISH) I didn't think so. (pause) Meeting adjourned. EXT. THE HOUSE OF BLUE LEAVES - JAPANESE RESTAURANT The entire O-Ren Ishii crew moves through the restaurant. The CUSTOMERS all look up now as the crew passes. The restaurant staff acts as if the Shogun himself has just showed up on their doorstep demanding a meal. No doubt if the meal is not satisfactory the staff will gladly slice off a finger. The door to a private dining room is slid open, the crew steps inside, the door is slid shut. INT. PRIVATE DINING AREA (RESTAURANT) - NIGHT The private dining area of the Japanese restaurant. The patrons are surrounded by white paper walls. The CAMERA CIRCLES around O-REN ISHII. Sitting in between her, two personal bodyguards, the Yubari sisters, YUKI AND GO GO. The Yubari sisters are younger than O-Ren; Yuki is sixteen and Go Go is seventeen. Both girls are dressed in Japanese schoolgirl uniforms complete with plaid skirts and matching blazers. FLASH ON EX CU OF AN EYEBALL (The BRIDE's) On her right is her French and Japanese lawyer, SOFIE FATALE. FLASH ON EX CU OF AN EYEBALL The bunch of mop-topped young men, who all wear black suits, white shirts, thin black ties and Kato masks over their eyes, are her soldiers, "The CRAZY 88." FLASH ON EX CU OF AN EAR, The Bride's fingers come into FRAME and move blonde hair

out of the sensory appendage's way. And finally there's a tall dark American in a black suit sans Kato mask -- that's O-Ren's head of security, MR. BARREL. They're all drinking and having a good time as Sofie tells a joke in Japanese. THE BRIDE (V.O.) The mop tops in black suits and Kato masks were O-Ren's soldiers, "The Crazy 88." The two young girls in the schoolgirl uniforms are her personal bodyguards, the Yubari sisters. Yuki, aged sixteen, and Go Go, aged seventeen. The pretty lady who's dressed like she's a villain on Star Trek is O-Ren's best friend and her lawyer, Sofie Fatale. And finally, the American in the black suit but sans Kato mask, O-Ren's head of security, Mr. Barrel. SUDDENLY O-Ren hears something. Like a deer in the forest, her head springs up on alert. It's almost as if she's listening to The Bride's narration. The Bride's NARRATION SUDDENLY STOPS IN MIDSENTENCE -- O-Ren removes a SMALL DAGGER-DART from the folds of her robe and THROWS IT in the direction of the sound. CU The BRIDE dressed in a kimono on the other side of the private dining room's paper wall. The DART FLIES THROUGH The PAPER, STREAKS BY HER FACE, almost taking off the tip of her nose in the process. INSERT: DART EMBEDS ITSELF IN A WOOD POST. O-Ren's action instantly brings the room's frivolity to a halt. Mistress Ishii silently orders Go Go and Yuki to retrieve the eavesdropper. INT. JAPANESE RESTAURANT - NIGHT The white paper door to O-Ren's dining room SLAMS OPEN. Yuki and Go Go step into the corridor. All trace of the Bride has vanished. They look out over the restaurant, patrons look normal. Whoever was there is gone now. Go Go removes the small dagger from the wood post and the Yubari sisters go back into the private dining room, SLAMMING the door behind them. ONE SHOT CU The BRIDE at the bar, in her kimono, drinking a colorful cocktail. She observes all the activity by O-Ren's private dining room. When the Yubari sisters go back inside, the Bride climbs off her barstool and goes through the restaurant...into the parking area...and up to her rental car. She opens the door. Takes off her Japanese kimono, underneath is a one-piece yellow track suit with a black stripe going down both sides, like the one Bruce Lee wears in "Game of Death." She tosses the kimono in the trunk, then removes the sheathed Hanzo sword. With the sword of vengeance in her hand, we follow her back inside the restaurant. She looks upstairs to the O-Ren dining room. We see Yuki Yubari and Sofie Fatale, slide open the door, and walk down the stairs together. When they get to the bottom, they give each other a kiss goodbye, and Yuki leaves the restaurant, while Sofie makes her way to the bathroom...only to have The Bride, now dressed in her Bruce Lee yellow outfit and samurai sword in her hand, bar her way. END OF SHOT BACK AND FORTH between CU's of the two women, face to face. SOFIE (JAPANESE) (to Bride) Can I help you? THE BRIDE (JAPANESE) Yes, I am looking for the attorney of O-Ren Ishii, Sofie Fatale. Would that be you? SOFIE (JAPANESE) I'm Mistress Ishii's attorney. How can I help you? The Bride PUNCHES her in the face. INT. O-REN'S PRIVATE ROOM Aside from drinking like fishes, what is the queen of the Tokyo underworld - Mistress O-Ren Ishii - and her private army doing when we cut back? Singing karaoke, of course. It's Crazy 88 MIKI's turn at the mike and he's having a whale of a good time singing Dionne Warwick's "Walk On By," in Japanese.... WHEN... A COMMOTION is heard being made by the restaurant staff and the other patrons, from the other side of the white paper wall...Just as they all start to notice it, they hear; THE BRIDE (O.S., JAPANESE) O-Ren Ishii! You and I have unfinished business! The Crazy 88 spring to their feet. One slides open the door. They see O-Ren's lawyer, Sofie Fatale, standing in the middle of the restaurant, her left arm completely outstretched, hand gripped around a post. She has a terrified look on her face. Before anybody on O-Ren's side of the room can say anything ...The Bride steps out from behind Sofie. O-REN'S

reaction shows how effective the element of surprise turned out to be. She says The Bride's name softly to herself; it's BLEEPED OUT. The Bride The VENGEANCE THEME BURSTS ON THE SOUNDTRACK...The Vein on her forehead begins to pulsate. WE DO A QUICK SHAW BROTHERS ZOOM INTO HER EYES. A SPAGHETTI-WESTERN FLASHBACK of O-Ren beating the shit outta her at the wedding chapel IS SUPERIMPOSED OVER HER EYES. The FLASHBACK DISSOLVES, we ZOOM BACK INTO A CU, the vein stops pulsating, and the theme STOPS PLAYING OVER THE SOUNDTRACK, LEAVING A CLEAN, COLORFUL CU of The Bride loaded for bear. She raises her Hanzo sword, and Slices off Sofie's Arm at the Shoulder with one stroke. SOFIE Spewing and Gushing Blood from her stump, twists her body in agony, painting the floor and the walls with giant Splashes of Red, as her body hits the floor, twitching in both surprise and shock. The CRAZY 88 run out into the dining area and create a human wall between themselves and their Mistress. MR. BARREL AND GO GO take positions on either side of O-Ren. O-REN seated in a shogun's seat, rises furiously to her feet. O-REN (JAPANESE) You bastard! The Bride does a swipe in the air with her sword; Sofie's blood flies off the blade. The entire floor of the dining room lies between the two warring parties. The Bride vs. The Crazy 88 The restaurant's STAFF and PATRONS sit or stand rigidly in fear. O-Ren says loudly to the room; O-REN (JAPANESE) Sorry everybody, but I'm afraid we're going to have to close the place. There's some private business that we must attend to now. The Staff and The Customers Stampede the exits. The Bride, The Crazy 88, and O-Ren hold their ground without moving a muscle, till the dining room, as well as the entire restaurant known as "The House of Blue Leaves," is deserted of every human not engaged in the face-off that precedes combat. O-Ren gives a simple order; O-REN Miki. MIKI, one of The Crazy 88 (The little one), steps forward, unsheaths his sword, and yells at the yellow clad blonde. MIKI (JAPANESE) You had it coming bastard! Raising his samurai sword high, he Charges, Screaming A Banzai Scream... The Bride turns to face him. Miki Charging and Screaming... The Bride slowly raises the Hanzo Sword into Striking Position. Miki Charging and Screaming, almost on top of her. The Bride, sword in position, waits for her opponent to arrive. Miki arrives at his destination, he Swings... The Bride Swings... The Hanzo Sword Slices Miki's inferior blade in half. Miki looks down at the impotent weapon in his hand. The Bride Thrusts her sword through Miki's abdomen, then Lifts the little guy off the ground straight up in the air. Miki screaming, Impaled on her blade like a fish at the end of a spear. Held up in the air, restaurant light fixtures in the B.G. O-Ren and her crew watch stunned. The Bride Drops the shishkabobbed Miki into the koi pond that starts outside the restaurant and ends inside, with a huge blue splash. Koi pond - Blue water - Orange and yellow fish - Red blood - Dead man. The BRIDE looks up from the pond, across the length of the floor, into the eyes of O-Ren Ishii. She takes one step forward, hears the slightest noise, Twirls the samurai sword in the air once, drops to one knee, and thrusts the sword into the beige-colored carpet-covered floor. The sword sticks in the floor half way... The Sound of human death rises from underneath the floor... OVERHEAD SHOT Looking down on The Bride at one end and O-Ren and her crew at the other. A Red Circle appears where the blade is buried in the floor...The red circle grows larger...and larger...and larger...and larger still... Leaving the sword stuck in the floor, handle sticking straight up in the air, The Bride rises up from her one knee, and straight and tall, staring down the queen of the Tokyo underworld. O-Ren her eyes narrow with rage. She screams out another order; O-REN (JAPANESE) Tear the bitch apart! The six remaining Crazy 88 unsheath their swords at the same time with a GREAT SOUND EFFECT. They circle the Bride. The BRIDE Inside the circle of Combatants who

surrounded her. She Whips the sword out of the floor and raises her blade diagonally in front of her. Her eyes are reflected in the shiny steel. Holding her sword in the diagonal position, The Bride can see reflected in the shiny blade, whoever stands behind her. The six Crazy 88 Attack... The BRIDE does a Zatoichi-like SWISH-SLASH-SWISH with her steel blade. Four boys die an immediate samurai blade-inflicted death, SCREAMING GRUNT, TWITCHING BODY, FROZEN IN THE STANCE IT WAS SLASHED IN, RED BLOOD SQUIRTING FROM WOUNDS, THEN A CRASHING COLLAPSE TO THE FLOOR. The last two put up more of a fight...but then one of them is SLASHED and FALLS and the last one is SLASHED AND CRASHES THROUGH the restaurant's big picture window. EX CU The EYES of The Bride, pointed down at the bodies by her feet, ...BEAT ...they Look back up at O-Ren. O-REN standing in between Go Go and Mr. Barrel. Her eyes narrow. The BRIDE swipes the air with her sword, the blood of the dead attackers flies off. GO GO and MR. BARREL unsheath their swords. WHEN... We hear a LOUD SOUND of many ENGINES behind the Bride. Then behind her, through the broken pictures window we see seventeen motorcycles pull up to the parking lot. All the riders wear black suits with kato masks, and all carry samurai swords. The BRIDE looks from the reinforcements to O-Ren. O-REN smiles. O-REN (ENGLISH) (to the Bride) You didn't think it was going to be that easy, did you? THE BRIDE (ENGLISH) (to O-Ren) You know, for a second there, yeah I did. O-Ren smiles... O-REN (ENGLISH) Silly rabbit... Both O-Ren and the Bride finish the phrase together,... O-REN/THE BRIDE ...Trix Are for kids. This is something they used to say back when they fought alongside of each other as "Vipers." The seventeen Crazy 88 reinforcements come running into the restaurant and with drawn swords surround The Bride. As a HEAVY METAL COMBAT BEAT begins to PULSATE ON THE SOUNDTRACK, The Boys and The Bride have a Spaghetti Western Stand-off. We do a 360 INSIDE the CIRCLE of The Crazy 88, who surround the yellow-haired warrior. Not all have Samurai swords; one JUGGLES TWO HATCHETS, another TWIRLS A THREE-STAFF TRIPLE IRON over his head. As the Heavy Metal music builds...We Cut to various Shots of The Two Opposing Forces Preparing to Strike....Hands on Sword Handles...Feet finding Combat Stance...etc... ....Until Heavy Metal reaches its Breaking Point... ...At that point, the Metal EXPLODES OVER THE SOUNDTRACK...IN TIME WITH The BRIDE EXPLODING INTO A VIOLENT KILLING MACHINE ON SCREEN. As she matches skill with the army of black-suited boys, arms flailing, silver blade Clashing and Slashing, long blonde hair whipping like a whirling dervish.... ...She's a Goddess of War Venus. Not only is the FIGHT CUT TO THE HEAVY METAL MUSIC, but The Bride seems to be somewhat dancing to it as she fights. This explosion of furious violence is punctuated CINEMATICALLY BY THE COLOR IN THE FILM POPPING OFF, and the fight being filmed in HIGH CONTRAST BLACK AND WHITE, turning the squirting, spewing geysers of BLOOD FROM CRIMSON RED TO OIL BLACK. Many members of The Crazy 88 are Sliced, Slashed, and liberated from the limbs they were born with at The Bride's blade. Some SPECIFIC MOMENTS While Clashing swords, The Bride whips the silver Boomerang out of its holster, and Throws it... ....It Twirls Through the Air... ...Embedding itself longways in one of the boy's faces. The Bride does a Mid-Air Somersault over the head of an Attacker, landing solid on her feet behind him...Slash, he's Out. The Bride is knocked to the floor, her Attacker stands over her to Spear the young blonde, Her Legs Spring Up In The Air, Ankles Lock Around The Boy's Neck. She throws him down to the ground. With his neck still in the vise-like grip of her ankles, She removes The SOG Knife from its sheath and Plunges it Deep Into The Boy's Chest. While still on the ground, an Attacker Charges at her. Yanking the Boomerang out of the Dead Boy's Face, She Sends It Flying in the Charging Man's path... ...Boomerang Twirling Through the Air Close to the Ground...

...Chopping Off the Charging Attacker's Foot in Mid Step, he falls flat. The Bride jumps up onto an attacker's shoulders. She locks her legs around him so he's helpless at shaking her off. ...she swings down with her sword, and cuts the man's hands off. So while the helpless man with no hands screams, the now nine foot tall Bride fights with the others. When she's through she brings the blade across the man she's perched on's throat. He falls to his knees, bringing the Bride back to the floor like an alevator. As soon as her soles touch ground, she's off his shoulders, somersaulting on the floor, bringing her blade up between an attacker's legs into his groin. He lets out a scream, as she yanks her blade free. ONE ATTACKER steps out from the rest, "The Best One." He Twirls his sword expertly, challenging the young woman to, "Come get a piece." The Bride does a screaming charge towards him.... ...Sword raised, The Attacker stands his ground, calm - steady, waiting for the blonde-haired locomotive to collide.....They meet..... SWING - CLASH - DANCE - SEPARATE - SWING - CLASH - SPIN - CLASH - LOCK - TWIRL - SEPARATE - They match each other blow for blow, till one makes a mistake. It's the male. The Bride's swing, that's neither clashed or blocked, slices off his right arm. ...The arm, still gripping the samurai sword, drops to the floor. The Bride pushes the Hanzo Sword right through the middle of his chest. Only half of the Crazy 88s that started the fight remain alive, or intact...They start to approach...The Bride, still holding the sword that's still impaling the skilled Attacker, backs up, keeping his body between her and the remaining killers. Like a boxer, The Bride uses the momentary break in the action, to rest on her feet.....THEN...yanks the blade from his chest cavity....The Body Twitches - Spasms - Grunts and Crashes to the floor. The Attackers start to close in...The Bride readies herself for their attack....THEN (in perfect time with the Heavy Metal)...Drops to the floor on her back, Spinning like a top. She Swings and Slashes and Cuts down below at their legs and feet, like some hellish samurai sword-weilding turtle flipped over on its shell.... Many black-suited, mask-wearing boys drop to the ground. ...Still Spinning like a break dancer, she spins up on top of her head, and Pops back up on her feet. And then there were seven. The seven remaining sword-weilding, black-suited boys moved out of range of the Bride's blade when she dropped to the floor. Now spread out, they make a large half-circle. The Bride, slowly points the tip of her blade to the floor, lowers herself to one knee and slightly bows her head. In repose. EX CU The Bride's eyes pointed up, watch them move closer, COLOR COMES BACK INTO THE FILM. We see her face is splashed with blood. O-REN WHIPS OPEN a red fan. GO GO stands by the restaurant's junction box, she flips the switch. The room goes dark. The Crazy 7 make a wide circle around the blonde who's still on the floor.... ...Looking down on her breathing hard in the shadows. As she breathes in and out, The FACE OF A LIONESS IS SUPERIMPOSED OVER HER FACE. Breathe in (Bride) - Breathe out (Lioness) - Breathe in (Bride) - Breathe out (Lioness) ..... The Bride rises to her feet... The Crazy 7 move in a circle around The Bride, she moves in a circle inside of their circle, all eight of them move in rhythm with the Metal... The Heavy Metal Music builds....to a big finish...THEN both Music and The Bride Explode! WIDE SHOT - FRAMED LIKE A KABUKI STAGE With the lights off, The White paper wall the eight killers fight in front of turns a Psychedelic Bright Blue. The snow falling outside is reflected against the paper wall like black snow falling on a blue shadow puppet stage. The eight samurais are Black Silhouettes against the blue backdrop. They begin to combat in a dance of blood, steel and death. The Bride does a sword-weilding dosey-doe with all sword-weilding partners. She CLISH-CLASH-CLISH-CLASHES with all of them - They seperate - stalk each other for a moment to the beat - then

CLISH-CLASH-CLISH-CLASH again, with The Bride killing or hacking the limbs of one unlucky dance partner at each encounter - Sometimes during the separation, The Bride crouches down low in repose while the others continue to circle stalk...THEN...She Strikes again. We Cut in closer whenever we need to. Finally the last of O-Ren's soldiers falls to the Bride's sword. GO GO Standing by the junction box, flips a switch turning the lights back on. The electricity shines light on... The BRIDE Splashed all over with blood. Blood painting the floor, walls and ceiling. Dead bodies, several limbs, and horribly wounded men who have yet to die, litter the ground. With a big "Whoosh" in the air, the blood of O-Ren's subordinates fly off the blonde avenger's blade. Then saying to the foes who litter the ground. THE BRIDE (JAPANESE) Those of you lucky enough to still have your lives. Take them with you. But leave the limbs you've lost. They belong to me now. The wounded men, crawl out of the restaurant. The yellow-haired crimson-covered woman, looks to the last remaining combatants...Mr. Barrel, Go Go Yubari, and O-Ren Ishii. Go Go steps forward and removes her weapon, it's not a samurai sword. It's a heavy metal ball at the end of a long chain. She begins TWIRLING it above her head. Each rotation makes a WHOOSH sound in the air. BALL AND CHAIN in a 3-D-like effect, the metal ball comes right at us. The BRIDE ducks out of the way, the heavy ball destroying a large chunk of wood post behind her. Go Go eyes focused on her enemy...WHOOSH....WHOOSH....WHOOSH...she lets fly... The ball and chains wrap around the blade of the Hanzo sword... ...Go Go yanks... ...the Hanzo sword FLIES out of her grip. GO GO smiles...then...WHOOSH...WHOOSH... The BRIDE removes her boomerang and THROWS it at Go Go. The BOOMERANG TWIRLS through the air heading right for Go Go. BAM The young bodyguard swats it out of the air with her ball and chain. She lifts up her chain and the boomerang lies bent, on the floor. She looks across at her opponent...WHOOSH... WHOOSH...WHOOSH..she LETS FLY. It Strikes the Bride in the chest, knocking her on her back... ...Go Go twirls it over her head and sends it towards the Bride on the floor. The Bride rolls out of the way, the metal ball PUNCHES a hole in an overturned table instead. The weaponless Bride wrestles a table leg loose from its purpose. She hops up on a table, table leg in hand, ready to fight. Go Go hops up on a table... As they fight they hop from table to table... Go Go throws her ball and chain... ...The Bride - QUICK AS A WHIP... BATS it away with the table leg. Go Go lets loose with the balls and chain...it wraps around the Bride's ankle...Go Go YANKS... ...The Bride's leg is yanked out from under her, she FALL CRASHING through another table. Go Go jumps on top of the Bride, attacking her with a samurai short sword. The Bride uses the table leg to block it. The women fight fiercely, locked in grapple, each face ugly with struggle. Go Go lets her left earlobe get too close to the Bride's mouth...the Bride BITES DOWN on it. Go Go screams as the lower part of the appendage is bitten off, and she rolls off the Bride. The Bride comes at her, bringing the table leg -- WHOOPS UPSIDE HER HEAD -- WHOOP-WHOOP-SIDES-HER HEAD. The girl in the schoolgirl uniform falls on her back, and delivers a powerful "C.K." to the Bride from below, dropping her to her knees. O-Ren is UP, and wraps the chain around the Bride's neck and begins to strangle. The chain digs into the Bride's throat. The Bride brings the table leg, which has a couple of nasty looking nails in it, hard against the Japanese girl's thigh. The nails cut through the plaid school uniform skirt into her flesh...the Bride rips out the nails, taking some leg meat with them. Go Go lets out a horrific scream. The Bride brings the table leg down on the toe of the young girl's white tennis shoe. The nails stick in, the white shoe becomes stained with red. Go Go SCREAMS letting loose of the chain...falling on the floor. The Bride unwraps the chain around her neck, and

begins breathing air into her lungs. Go Go tries to escape, dragging her fucked-up leg with her... The Bride rises from the floor and begins, twirling Go Go's weapon above her head. Go Go, fast as she can, climbs up the stairs to the second floor... The Bride stands at the bottom of the stairs, twirling the ball and chain over her head. Go Go frantically, and in great pain, climbs the stairs... She gets to the top. The Bride lets loose with the ball and chain... It HITS the female bodyguard and one half of the Yubari sisters, smack DAB in the back of the head. CU GO GO We see her face as she's delivered a death blow right behind it. We see behind her eyes and features, her life and spirit shatter like a teapot. Like a discarded rag doll, Go Go Yubari TUMBLES down the staircase landing in a pile at the Bride's feet. Dead before the tumble began. The Bride throws the ball and chain to the floor. Her eyes go to the last two remaining combatants... ...Mr. Barrel and O-Ren Ishii. THE BRIDE (JAPANESE) Any more subordinates for me to kill, O-Ren? Mr. Barrel says; MR. BARREL One last one. THE BRIDE You're Mr. Barrel, right? MR. BARREL And you're Black Mamba. THE BRIDE Our reputations precede us. MR. BARREL Apparently. THE BRIDE Tell me Mr. Barrel, why don't you wear your Kato mask? Are you and iconoclast? Mr. Barrel takes out a kato mask on a stick, like from a 17th Century costume ball, and holds it over his eyes. MR. BARREL I don't like that rubber band. It fucks up my hair. THE BRIDE You shouldn't work for her. MR. BARREL Too late. THE BRIDE It's not too late to quit. MR. BARREL Do you have choices? THE BRIDE No. MR. BARREL I know exactly how you feel. THE BRIDE This has nothing to do with You and I, and everything to do with me taking satisfaction from that bitch behind you. And there's absolutely positively no way I'M going to leave here without taking that satisfaction. So Mr. Barrel, you have to stand aside. And that means you must quit, right now. MR. BARREL I can't. THE BRIDE Yes you can. MR. BARREL No I can't. THE BRIDE Don't say "Can't", there are no "Cant's." Yes - You - Can..... O-REN ISHII Screams at her "...last line of defense;" O-REN (ENGLISH) What are you waiting for? Are you on a date? Attack her you fool! THE BRIDE Oh my God... (pause) ...She just called you a fool. She just called you a fool in front of me. Not only am I your opponent. I'm a female fellow countryman. And you're going to risk your life - to say nothing of harming me - for a woman who refers to you as a fool? O-REN is furious, and slaps Mr. Barrel on the shoulder. O-REN (JAPANESE) Attack, Goddamn you! The Bride acts like she's embarrassed to witness what she just saw. Mr. Barrel spins in O-Ren's direction shooting her a look she's never seen from him before. He then looks back to the Bride. Her eyes are waiting for his. She says with just the slightest hint of plea in her voice; THE BRIDE I'll owe ya one. He looks at her a BEAT longer...then says as he resheaths his sword; MR. BARREL The things I do for a pretty face. INSERT: The Blade sliding back down into the Sheath, The Handle locks into place with a Click. He looks back over his shoulder at his former Mistress, and says; MR. BARREL (JAPANESE) I quit. O-Ren fries and egg on her head. Then with his sheathed Sword in his right hand, and his left hand in his pants pocket, he walks across the carnage-strewn room and out the front door. As he walks, when he's parallel with the Bride, He stops and says; MR. BARREL About that one you owe me. THE BRIDE Yes? MR. BARREL I'm gonna collect someday, you know? THE BRIDE I'll be disappointed if you don't. He continues walking without a look back. Before he Exits the restaurant, he throws a look in Sofie's direction, Who's lying minus her arm in a pool of her own blood, and says; MR. BARREL Tough luck bout that arm Sofe. He exits the Movie. O-REN and The BRIDE match eyes. The Japanese gal says; O-REN (ENGLISH) Very funny. (pause) Your instrument is quite impressive. THE BRIDE (JAPANESE) Domo. O-REN (JAPANESE) Where was it made? THE BRIDE Okinawa. O-REN

(JAPANESE) Whom in Okinawa made you this steel? THE BRIDE This is Hattori Hanzo steel. O-REN (JAPANESE) YOU LIE!! The Bride just smiles at her rival's response. O-Ren's composure returns. O-REN (JAPANESE) Swords however never get tired. I hope you've saved your energy. If you haven't, you might not last five minutes. (pause) Have you seen the garden in this establishment? THE BRIDE (JAPANESE) No. O-REN (JAPANESE) Oh, you really should. It's quite beautiful. Allow me. O-Ren moves out of the position she's stood in for the entire battle. She steps on the doormat of a corpse, that serves the same purpose of a bottom step, and moves over to the white paper wall and slides it open....REVEALING.... .....A WHITE WINTER WONDERLAND, set against a Jet Black sky. A Snow-covered Japanese Garden awaits right outside. Snow falls from the sky (Slightly artificial, not phony - but Operatic/Theatrical). O-Ren stands next to the Bride in the doorway looking out into the white night. O-REN (JAPANESE) As last looks go, you could do worse. The Queen of the Tokyo Underworld steps outside... The Bride follows her... INT. SNOW-COVERED JAPANESE GARDEN - NIGHT As snow falls around them, they stand the correct distance from one another. COMBAT MUSIC BEGINS PLAYING, but not Japanese drums - Spanish Flamenco Guitar....... The Bride Unsheaths her Sword Quickly...Holding it out in front of her...Tip of Blade pointed at O-Ren...Sword's Handle and her Fingers wrapped around that handle, up by her cheek...Her eyes are Reflected on the Blade...Snow falls around her. O-Ren begins walking forward towards the Bride...She raises up her Sword, still in its sheath, in front of her face vertically...then begins slowly unsheathing it...Snow falls around her. O-REN'S FEET White socks in wooden clogs, walk forward, Crunching Snow underneath them... The BRIDE Holding Sword...Eyes reflected in Blade...her Yellow Sneakers Crunching snow underneath them... O-REN when her Sword is fully unsheathed, the Japanese combat artist holds both arms straight out at her sides, Sword in one hand - Wood sheath in the other, like a bird.... ....The Two Women circle each other.... They SWING - CLASH - DANCE - SEPARATE...CIRCLE...SWING - CLASH - DANCE - SEPARATE... O-REN LEAPS in the air does a Somersault over the Bride's head, landing behind her opponent. She brings her Sword down in a Slashing Swing... SLASHING The BRIDE across her back - Spinning her around... O-Ren goes in for the kill...The Bride meets her blade... The Blades Clash and Lock...The Two Women's faces come together as the Blades become entangled... O-Ren moves her arm in a counter-clockwise motion that loosens the grip enough to bring her sword handle hard into The Bride's mouth... Knocking her backwards over a small, stone bench - Flat on her ass in a koi pond. - The Combat Guitar Stops - O-Ren doesn't charge the fallen blonde, She laughs; O-REN (ENGLISH) Silly Caucasian girl likes to play with samurai swords. Bill might of humored you, but you will find neither humor nor mercy at my blade. Now unless you intend to commit sepeku among the koi, stand up and fight. You may not be able to fight like a samurai, but you can at least die like a samurai. The Combat Guitar starts again...As The Bride slowly rises out of the koi pond. She brings up her sword and Says Calmly to O-Ren in Japanese; THE BRIDE (JAPANESE) Attack me. With everything you have. The Two Women Clash Swords furiously, their attack ends with The Bride's Striking O-Ren - not fatally - but deep. They separate... ...breathing hard...Cold Air coming out of their mouths like two locomotives... O-Ren looks down to her wound, then back up to The Bride. The respect for the Bride's ability is transparent. The Two Women Circle Stalk each other again... Red Blood running down Yellow Legs onto Yellow Sneakers... Wooden Clogs crunching the Snow, Blood trail dripping down legs staining White Socks with Red... They Attack, the Geisha figurine and The tall western girl with the mane of Whipping Blonde Hair. They Swing - Twist - Turn - Clash, matching blow for blow

till they both back off. Both Women are out of breath and have to stop to recuperate. As they both drink the harsh cold air into their lungs, leaving red blood stains in the white snow, the two females have the same thought. The next clash will be their last. O-REN (JAPANESE) I apologize for ridiculing you earlier. THE BRIDE (JAPANESE) Accepted. They continue breathing... THE BRIDE (JAPANESE) Ready? O-REN (JAPANESE) Yes. The Flamenco Guitar begins again, as The Two Women Circle each other for their final attack. With all the quickness and skill at their command, they clash in a superb display of Samurai Swordplay...TILL...They Find themselves on opposite sides of a garden wall... ...The Bride and O-Ren both begin Running diagonally through the snow, Swords held up high, Facing each other, Continuing to run even after they passed the wall, Screaming their Samurai hearts out... UNTIL... They both SWING... ...can't tell who got who... A SCALP OF LONG, BLACK HAIR FLIES THROUGH THE AIR, landing in the white snow. CU O-REN ISHII facing away from the Bride. Sword still in her hand. We see she doesn't have the TOP OF HER HEAD ON. A touch of her BRAIN is exposed. Blood Droplets streak her face like raindrops. The Queen of the Tokyo Underworld, who's regime has just ended with one swing, stares off into space. O-REN (ENGLISH) That really was a Hattori Hanzo sword... Her sword FALLS from her grip...in the snow by her feet. O-REN (ENGLISH) I always dreamed of owning one... O-Ren FALLS to her knees, toppling forward. Left Cheek in the snow, just barely alive, She says; O-REN (ENGLISH) Did he make it for you? THE BRIDE (ENGLISH) Yes. The Last thing she says before she dies; O-REN (ENGLISH) ...He must of liked you. With her cheek resting against the snow, her eyes close and she's gone. The BRIDE removes a white handkerchief (The One we saw her sewing earlier with "Bill" in the corner), and uses it to wipe the blood, once belonging to the first name on her death list, off her Hanzo Steel. EX CU THE HANZO SWORD is returned back to its sheath. The LION'S HEAD that Hanzo carved into the wood seems pleased. CUT TO: The BRIDE now wearing a yellow, faceless motorcycle crash helmet on her head, stands FRAMED in a TRUNK SHOT. SOFIE FATALE Minus an arm, lies curled up in the trunk of her MAZDA XOXO. The BRIDE slams the trunk, SCREEN BOES BLACK... The MAZDA driving down the road at supersonic speed. The BRIDE behind the wheel wearing her crash helmet. It looks like an insert from "GRAND PRIX." POV THROUGH WINDSHIELD car speeding...then stopping. BLACK SCREEN The BRIDE lifts up trunk lid, we look up at her FRAMED in the TRUNK SHOT. Helmet on head making her faceless, gold Deadly Viper syringe in her hand. When she speaks it comes out of a VOICE BOX at the bottom of the helmet. Turning her voice deeper and electronically spooky. The two women speak Japanese to each other. THE BRIDE (JAPANESE) I've kept you alive for one reason. Information. Being O-Ren's lawyer, I take it you're familiar with Bill? SOFIE (JAPANESE) Yes. THE BRIDE (JAPANESE) In fact, I'd guesstimate, you worked for Bill before O-Ren, and that's how it is you came to work for O-Ren. Am I correct? SOFIE (JAPANESE) Yes. THE BRIDE (JAPANESE) I thought so. Give me the arm you have left. SOFIE (JAPANESE) Why? THE BRIDE (JAPANESE) I want information. Now gimme your arm. Sofie offers up her remaining arm. She injects Sofie with the gold syringe. THE BRIDE (JAPANESE) The cocktail racing through your bloodstream at this moment is Bill's own recipe. He calls it "The Undisputed Truth." Sofie is injected. THE BRIDE (JAPANESE) Okay, first things first. Where was the other Yubari sister? Yuki? SOFIE (JAPANESE) Yuki's sick. She went home early. THE BRIDE (JAPANESE) Do tell? What's wrong with her? SOFIE (JAPANESE) She has a cold. THE BRIDE (JAPANESE) Awwww poor baby. What do you think she'll do when she finds out what happened? SOFIE (JAPANESE) She'll wail with grief. SHOCK CUT TO YUKI YUBARI upon hearing the news of her sister's death... She SCREAMS! BACK TO SOFIE SOFIE She'll drink excessively.

BACK TO YUKI Big bottle of sake in her mouth pointed bottom up. BACK TO SOFIE SOFIE She'll start trouble. BACK TO YUKI sitting at a bar in drunken stupor. An OLDER JAPANESE MAN in a business suit sits next to her at the bar...he puts the make on her. BUSINESS SUIT (JAPANESE) Do you like Ferraris? Yuki staring out into space, says with a drunken voice; YUKI (JAPANESE) Ferrari...Italian trash. She slowly turns to face the older Japanese man in the business suit. YUKI (JAPANESE) Do you find me hot? The man in the business suit giggles at her boldness; she gets annoyed; YUKI (JAPANESE) Don't laugh! Do you want to fuck me, yes or no? BUSINESS SUIT (JAPANESE) Yes. THEN... He lets out a GRUNT coming from below. We see she has stabbed him in the belly with a samurai short sword, and is slowly dragging the blade across his abdomen, creating a big red grin across his mid-section. TWO SHOT YUKI AND BUSINESS SUIT Yuki focused, Business Suit penetrated...She opens him up more...he feels every inch of the blade's progress. YUKI (JAPANESE) How bout now, big boy, do you still wish to penetrate me... Blade cuts deeper... YUKI (JAPANESE) Or is it I who has penetrated you. And with her last line, does the final disemboweling slice that sends his insides spilling out onto the barroom floor. BACK TO SOFIE SOFIE (JAPANESE) When she stops shedding tears, she'll start shedding blood. THE BRIDE (JAPANESE) Best guess, what will she do? SOFIE (JAPANESE) I don't hafta guess, she'll come after you. THE BRIDE (JAPANESE) Will she ever give up? SOFIE (JAPANESE) She won't have to. When she finds you, I don't know who will win. But what I do know is, she will find you. THE BRIDE (JAPANESE) Is she more skilled than I? SOFIE (JAPANESE) Skilled won't be the word. THE BRIDE (JAPANESE) Don't be coy with me, bitch. What would be the word? SOFIE Crazy. The Bride takes this in...then moves on. THE BRIDE (JAPANESE) Okay, now I want all the information on the Deadly Vipers,... What they've been doing and where I can find them. EXT. TOKYO GENERAL HOSPITAL - NIGHT The big hospital of TOKYO is located by a hill by the highway. Sofie's MAZDA pulls off the highway to the side. The Bride hops out of the car, runs to the back, opens the trunk, takes out Sofie's body, and rolls it down the hill....Sofie stops rolling in front of the entrance of the huge hospital. CUT TO: CU SOFIE in a hospital environment. Bill's voice speaks to her OFF SCREEN; BILL (O.S.; ENGLISH) Sofie, Sofie, my Sofie, I'm so sorry. SOFIE (ENGLISH) Please forgive my betrayal -- He shhhh's her off screen; BILL (O.S.; ENGLISH) -- no more of that. I invented that truth serum. Once it entered your bloodstream, you no longer had a choice. SOFIE (ENGLISH) But, still -- BILL (O.S.; ENGLISH) -- But still -- nothing, except my aching heart over what she's done to my beautiful and brilliant Sofie. (pause) If you had to guess why she left you alive, what would be your guess? SOFIE (ENGLISH) Guessing won't be necessary. She informed me. BACK TO THE BRIDE AT THE TRUNK THE BRIDE (ENGLISH) I'm allowing you to keep your wicked life for one reason and one reason only. So you can tell him, in person, everything that happened here tonight. I want him to witness the extent of my mercy..., by witnessing your deformed body. I want you to tell him, all the information you just told me. I want him to know what I know. I want him to know I want him to know. Then with SUPERMAN X-RAY VISION we see through the helmet to the Bride's face inside as she says the last line. THE BRIDE (ENGLISH) And I want them all to know, they'll all soon be as dead as O REN. WE CUT TO A CU of SOFIE WE PAN to a CU of YUKI Bill says off screen; BILL (O.S.; JAPANESE) If O-Ren was number one, unless she's being tricky, Vernita Green will be number two. YUKI (JAPANESE) Where is Vernita Green? BILL (O.S., JAPANESE) Los Angeles. Vernita's in Pasadena. But the woman you want will hold up in a low budget motel, fifteen of twenty minutes away from stepping on board a plane departing LAX. If I had to bet...I'd say Hawthorne. Yuki blows a pink bubble gum

bubble, it pops and she says in English; YUKI (ENGLISH) California, here I come. CUT TO: CU HATTORI HANZO He's sewing something that requires a lot of concentration. CU The BRIDE'S BARE BACK What he's sewing is, the NASTY SLASH O-Ren gave the Bride on her back, closed with a simple needle and thread. CU The BRIDE lies naked on her stomach, head up, chin resting on her folded hand, feeling no pain at the needle piercing her flesh. The sleeping giant is awake, and in her eyes we see she's filled with a terrible resolve. As Hanzo sews, he recites in Japanese the Yagu mantra, the Bride recites in Japanese after him. EX CU: O-REN ISHII'S name written in the Bride's notebook with the number one next to it. A black felt pen comes into frame and draws a line through the name. FADE TO BLACK. BLACK FRAME TITLE CARD: Chapter five YUKI'S REVENGE We hear music under this card... MONTAGE OF YUKI coming to Los Angeles cut to music. We see YUKI dressed in her Japanese private schoolgirl outfit with white blouse, plaid skirt, bobby socks, blazer, and barrettes in her hair, flying on a jet enroute to Los Angeles. She paints her fingernails with bubble gum-colored nail polish. Yuki walks through LAX. Yuki standing next to a CAR SALESMAN on a California car lot. She points at a car in front of her. We see her cool convertible sports car and her finger pointing at it. We see Yuki behind the wheel of the sports car, driving as fast as she can through the twists and turns of the Hollywood Hills, laughing all the way. We see Yuki running around all over LA, Hollywood and Disneyland taking pictures with her disposable Barbie camera. SPLIT SCREEN YUKI'S SIDE THE BRIDE'S SIDE PHOTO: Yuki with the The Bride on an airplaine Hollywood signin the b.g., flying to Los Angeles. she points to it. PHOTO: Yuki in front of the The plane lands in L.A. Chinese Theatre. PHOTO: Yuki at Grauman's Chinese Theatre, wearing a The Bride walks off the cowboy hat, in front of Roy plane with the other Rogers' and Trigger's hand passengers. foot and hoof prints. She holds her fingers like a six-shooter. PHOTO: Yuki posing with a The Bride walking celebrityshe's bumped into. through LAX. Yuki behind the velvet ropes of a Hollywood premiere with the other fans. She watches the STARS walk the red carpet with her autograph book in her hand. YUKI screaming on a rollercoaster. PHOTO: At Disneyland. Doing a Bonnie and Clyde-style pose with a Captain Hook. And another photo in between Chip N' Dale. CU YUKI CU The BRIDE walking, stalking, and walking through LAX. eating huge ice cream waffle cone. SPLIT SCREEN (CONT'D) YUKI'S SIDE THE BRIDE'S SIDE We see Yuki is tailing the We see The Bride is Bride through LAX. being followed by Yuki. Our heroine is unaware. Yuki driving her sports car. The Bride renting a Stalking. motel. We see Yuki's car drive by in the B.G. through the motel's picture window. MEDIUM CU of Yuki wearing a YUKI'S POV: whiteuniform, and taking The Bride entering her money. Her eyes watch yellow pickup truck something off screen. parked in front of Vernita's house. We see Yuki is dressed like EX CU: VERNITA GREEN'S an ice cream man, and is name in the Bride's selling ice cream to kids notebook. She draws a from an ice cream truck on black felt pen through Vernita's block. the name. THE BRIDE (to herself) Two down, and three to go. CU Yuki's face as she watches The Bride driving away the Bride drive away. from the scene of her latest victory. CU Yuki, smiles. Now's the YUKI'S POV: The yellow time. pussy wagon drives away. Yuki, at night, sitting in YUKI'S POV: The the surveillance seat of her exterior of the motel, sports car. Her hands are the Bride is staying in. busy below frame. The motel is located on a Hawthorne residential street. Her yellow pickup truck is parked on the street. SPLIT SCREEN (CONT'D) YUKI'S SIDE THE BRIDE'S SIDE Yuki loading an Israel The Bride, on the phone, compact sub-machine gun booking her flight out that lays on her plaid of LA to Texas, as she skirt lap. packs her crap inside her motel room. The Bride carries her stuff, the Hanzo

sword, her money in a backpack, and her other stuff in a canvas duffle bag. CU YUKI watches. Weapon She carries the stuff locked,loaded, and ready. from indoors to She makes a line of baby outdoors to the yellow blue powder on the pickup. dashboard, then snorts it up her nose. A SUBTITLE APPEARS UNDERNEATH: DRUG of Bill's own concoction. He calls it, "The Blues." The drug affects her. Now's the time. Yuki gets out of the car YUKI'S POV: We see the and heads for the Bride from a distance, oblivious Bride. by her truck. Cu Yuki walking towards the YUKI'S POV: Approaching Bride. the Bride from behind. A camera behind Yuki as she walks, holding the sub-machine gun behind her back. FULL SCREEN We stay with Yuki's side as she stops across the street from the Bride. During their face-off we only see the Bride at a distance. The Bride is in the b.g., back to us packing her trunk, just about ready to make a clean getaway... WHEN... Yuki yells to the figure across the street. YUKI (JAPANESE) Conigute wa! We see the back-turned figure of the Bride slightly freeze upon hearing the Japanese greeting. Without turning around she says; THE BRIDE (JAPANESE) Conigute wa. (pause) Yuki? YUKI (ENGLISH) Bingo! THRILLER MUSIC begins on the soundtrack. The Bride turns around to face the young avenger. THE BRIDE (JAPANESE) Can I help you? YUKI (JAPANESE) You can kill yourself. Yuki giggles. YUKI (JAPANESE) Taking a trip? THE BRIDE (JAPANESE) I was. YUKI (JAPANESE) You still are. One way. THE BRIDE (JAPANESE) I know you feel you must avenge your sister. But I beg you...walk away. Yuki giggles. YUKI (JAPANESE) You call that begging? You can beg better than that. Yuki giggles. Then she takes out a flashlight, and switches on the beam. YUKI (JAPANESE) Can I see your face? I've heard your beauty is exquisite. I would like to see for myself. THE BRIDE (ENGLISH) Sure. Yuki shines the flashlight beam in the Bride's face. YUKI (JAPANESE) Ohhhh,...look how pretty your face is. Oooohhh,... I want to touch it. THE BRIDE Domo. YUKI (JAPANESE) Your face is so pretty, I just want to put both of my palms against your cheeks and give you little tiny kisses. Yuki then shines the flashlight up into her own face. YUKI (JAPANESE) How do I look? THE BRIDE (JAPANESE) Very pretty. YUKI (JAPANESE) You're just saying that 'cause I told you how pretty you are. THE BRIDE (JAPANESE) Yuki, you're gorgeous. YUKI (JAPANESE) Really? Is that how you'd describe me to somebody if I wasn't here? Yuki's gorgeous? THE BRIDE (ENGLISH) You bet. Yuki giggles. THE BRIDE (JAPANESE) Don't make me kill you. YUKI (ENGLISH) Okay. Yuki removes the Israel sub-machine gun from behind her back and FIRES A LOUD INTENSE VOLUME of firepower at The Bride. The Bride dives out of her way, just as her yellow pussy wagon is demolished by the ammo. The Bride, with her samurai sword in her hand, and her backpack full of money, takes off running across a couple of front lawns... Yuki chases her with machine gun fire... The Bride LEAPS over a long hedge...disappearing Behind it. Yuki runs after her, firing all the way, destroying the hedge... The Bride darts across the street, she hits the ground and rolls under a Volkswagen van. Bullet FIRE EXPLODES all around the Bride as she rolls out on the other side. She removes her 9mm automatic and returns fire from behind the van. Yuki yells to her in English; YUKI (ENGLISH) You think you're safe! I say; Ha! She takes out a hand grenade, removes the pin with her teeth, and slides it towards the Bride. The Bride sees the live hand grenade skidding and sliding on the asphalt towards her... She takes off running...as the Volkswagen van EXPLODES BEHIND HER. She cuts through the backyard of a house -- THE CAMERA TAKING OFF WITH HER -- over their fence, in the backyard over the fence into another yard. She trips, falling into the other house's swimming pool. Instead of splashing around, the Bride swims like she was in the Olympics, till she's in the shallow end. Without breaking her stride, she runs out of the pool. Now with her gun out, the sopping wet Bride gets to

the front of the house. It's located on a cul de sac. WHEN... Yuki's sports car pulls up at the end of the street. Both women see the other. Yuki hits the gas, firing her machine gun out the window of her car as she speeds down the dead-end street. The Bride, runs across lawns and hides behind parked cars on the street, as the bullets rip up homes, lawns, and automobiles. When Yuki's car reaches the end of the dead end,... She jerks the wheel... SPINNING the car around, pointing it in the opposite direction. SHE HITS THE GAS AGAIN... SHE PULLS THE MACHINE GUN TRIGGER AGAIN... BULLETS TEAR UP the cars lining the street. In the hail of bullets, the Bride tries to fire back. Yuki reaches the end of the street and spins the car around. She gets ready to make a third pass. Some PEOPLE in the house behind the Bride, look out of their front door. The Bride yells at them; THE BRIDE Stay in your house and stay down on the floor! Yuki speeds after her, but this time she pops the curb and drives across the front lawns on the street heading right for her. The Bride runs into the house she's in front of. She runs through the living room, to the kitchen and the back door, but the kitchen's where the family that lives here is hiding and they block the door. Yuki's sports car pulls up in front of the house. She stands up in the convertible. Takes out a grenade, pulls the pin and says; YUKI (JAPANESE) Time for the rabbit to come out of her hole! She lobs the grenade up on the porch, then throws herself face down on the lawn. The porch and the front of the house explodes into splinters. Everybody in the kitchen is blown back. Realizing there's no getting out of the back door, the Bride runs back into the living room that's now missing a wall, and runs up the home's staircase leading to the bedrooms. Yuki steps into the house, sub-machine gun in hand... The Bride makes it to the top of the stairs, and is just about to disappear behind the upstairs hallway wall... WHEN... Yuki fires up at her, hitting her twice in the leg. The upstairs hallway, two bedroom doorways line both sides of the hallway. The Bride crashes to the floor -- SCREAMING -- blood pours out of her gunshots. Yuki charges up the stairs...machine gun blazing, tearing up the house. The Bride aims her 9mm where she expects Yuki to emerge. Yuki gets to the top of the stairs, and steps into the hallway. The Bride fires... The Bride's bullet wings Yuki in the left breast, knocking her through a bedroom doorway. THE BRIDE (to herself) Gotcha! Yuki screams like a little girl at the pain. She yells from the doorway into the hallway; YUKI (JAPANESE) You fucking bitch! You shot me in my breast! They're not fully developed yet, you fucking asshole! Now I'm always gonna have a dimple! The Bride answers Yuki back with an imitation of Yuki's giggle, which makes the youngin blow her top. YUKI (JAPANESE) Piss me off! She fires her machine gun around the corner, tearing up everything around the Bride. When the young girl stops firing, the Bride yells; THE BRIDE (JAPANESE) Yuki, in about two minutes there's going to be an army of police here. So if you're gonna kill me, now's the time. From her hiding place, Yuki snorts a line of baby blue powder. It gives her energy. THE BRIDE (O.S., ENGLISH) So what's it gonna be bitch? Slapping a new clip in her machine gun. YUKI (JAPANESE) That fucking does it! Yuki comes around the corner FIRING her machine gun in the Bride's direction, ripping up everything around her. The Bride lying flat on the floor fires her 9mm. The explosion of ammo creates the hysteria of warfare combat. Yuki charges the Bride, Kamakazi style. Three more bullets rip into the Bride, the Bride fires up at Yuki, hitting her three times in the body, knocking her off her feet, and sending her tumbling down the stairs. The Bride shot up, pulls herself to the top of the stairs. She sees Yuki lying at the bottom, dead. Yuki's face, dead, eyes closed...then they pop up open... Guess what...she's not dead. Though she's bloody and her schoolgirl uniform is filled with bullet holes she

rises. Her head turns in the direction of the Bride... The Bride sees this and can't believe it... They lock eyes... ...Yuki, who no longer has the machine gun, takes out a deadly looking knife and snaps it open with a smile that builds to a scream... She charges up the steps at the Bride. The startled Bride fires at her...the 9mm's empty... Yuki charging up the steps, yelling, knife raised high... The Bride, hurriedly removes the pistol she keeps in her ankle holster. Yuki chargin... The Bride cocks back the hammer... ...Yuki charging, getting closer... The Bride FIRES Bullet hits Yuki, stops her for a quarter of a second, but she keeps charging... The Bride fires again... Yuki jerks but keeps on charging... Bride fires... Yuki jerks, but keeps charging... Bride fires... Yuki jerks, keeps chargin, almost at her, knife raised high... The Bride FIRES Yuki jerks, but keeps charging, knife ready to do its duty... The Bride fires, but her gun jams... Yuki leaps on her with the knife... They struggle for a moment... ...TILL... ...The Bride realizes Yuki's dead. She tosses her to the side. THE BRIDE Goddamn, what a wildcat. INT. NURSE OWEN'S HOME - NIGHT The phone rings and a black woman in a nurse's uniform with a name tag on it that reads, "B. Owens," answers the phone. NURSE OWENS Hello. CU The Bride on her cell phone, a business card in her hand, with a number written on the back that says, "B. Owens," and her phone number. She's bleeding from her five bullet holes. Sitting in a pool of her own blood. She's starting to tremble. We can't see where she's at, but it's somewhere surrounded by wood planks. The moon shines into the structure. THE BRIDE Hello, I'm calling Nurse Owens -- NURSE OWENS Who is this. THE BRIDE You don't know me, but -- NURSE OWENS -- And I don't want to neither. Now I don't know how you got my number, but you can just rip that shit up, because -- THE BRIDE -- I've been shot five times -- NURSE OWENS -- Stop, I don't wanna hear no more. I got problems of my own. THE BRIDE I'm dying. NURSE OWENS Then bitch, you better call yourself a ambulance, cause I don't do this shit no more. THE BRIDE I can't call an ambulance. NURSE OWENS -- No, you can call a ambulance, you just don't want to. But if your ass is really dying, you ain't got no motherfuckin choice. THE BRIDE I do have a choice, and I'm choosing to call you. If you refuse to help me, I'll die. And that will be your choice. NURSE OWENS Bitch, I don't even know you! THE BRIDE What do you need to know? I'm from Earth, I'm a woman, I'm dying, and only you can help me. Her last line has an effect on the hard-hearted nurse. NURSE OWENS Okay, where you at? THE BRIDE I'm in Hawthorne. I'm hiding in a kids treehouse. It's a street called, "Dimmick". 1-7-3-6 Dimmick Avenue. There's a bunch of police cars and firetrucks, about two blocks away. NURSE OWENS Whatcha do, crawl two blocks? THE BRIDE If you can't walk, you better crawl. Nurse Owens likes that last line. NURSE OWENS You got you some money dontcha, or am I doin this out of the goodness of my heart? THE BRIDE You come and get me, today's pay day. NURSE OWENS You ain't too far away. You gonna bleed to death I get there in a half a hour? THE BRIDE Probably. NURSE OWENS Okay, I'll be there in fifteen minutes. THE BRIDE Is that Pacific Standard Time, or C.P.T.? NURSE OWENS Just you better be there when I get there, and you better be shot five times, and your bony ass better be on your last motherfuckin legs. THE BRIDE How do you know I have a bony ass? NURSE OWENS You sound like you have a bony ass. The Nurse hangs up the phone. INT. TREEHOUSE - NIGHT The Bride sits in her own blood waiting for Nurse Owens. Nurse Owens' head pops up from the door in the floor. THE BRIDE Glad you made it. NURSE OWENS There's cops all over here, I had to be cool. They tend to notice things like Negroes sneaking around people's backyards. The nurse hands the Bride a big bottle of Wild Turkey. THE BRIDE What's that? NURSE OWENS This shit's gonna hurt, and I ain't got no anesthetic. (refers to the bottle) So git busy. INT.

NURSE OWEN'S KITCHEN - NIGHT OVERHEAD SHOT The Bride laid out on Nurse Owens' kitchen table, while the nurse extracts the bullets. The Bride screams. The TV is turned up loud to hide the screams. The fifth slug is placed in an ashtray next to three cigarette butts and other balls of lead. The Bride, drunk as a skunk, says to her savior; THE BRIDE That fuckin smarts. Smoking her menthol Kool, Nurse Owens says; NURSE OWENS Yeah, bullets are bad news. In the future, you should avoid them if you can. THE BRIDE I'll keep that in mind. So, do I have a future? NURSE OWENS You'll live to kill again. THE BRIDE Splendid. She passes out. FADE TO BLACK. BLACK FRAME TITLE CARD: Chapter six "Can she bake a cherry pie." EX CU SLOT IN DOOR is slid open revealing two male eyes on the other side. DOORMAN (O.S.) Yes? TWO EYES (O.S.) I heard you had a game? DOORMAN (O.S.) Who are you? TWO EYES (O.S.) They call me Bill. DOORMAN (O.S.) Bill what? BILL (O.S.) That, no one ever calls me. A FEMALE VOICE FROM OFF SCREEN says to the Doorman; FEMALE VOICE (O.S.) Open the door Alburt, let's see what this Bill looks like. The door opens revealing BILL to the other side of the door, and for the first time, to the audience. He looks cool. INT. HOTEL ROOM - NIGHT Bill looks inside and sees a fancy hotel room converted into a crap game. A crap table has been erected in the middle of the suite. SEVEN MEN stand around the table trying their luck. All playing has stopped at the opening of the door. One woman in a beautiful black dress, stands at the head of the table...It's her game...her name is L.F. O'BOYLE. Bill stands in the doorway. ALBURT the doorman, who wears a tux, waits for L.F.'s word. L.F. O'BOYLE Are you a policeman, Bill? BILL Not anymore? L.F. laughs. L.F. Let him play, Alburt. Bill steps inside and the game continues in earnest. L.F. (to the players) We now return to the game already in progress. The point is nine gentlemen, nine is the point... As Alburt frisks him, Bill takes in the room. There are five other men all wearing black tuxedos, all carrying samurai swords (as is Alburt), all working for Miss O'Boyle. In his hand Bill holds his sheathed Hanzo sword. Referring to the sword; ALBURT I'll take that. BILL You'll have to. The two men stare... L.F. Now now boys...Mr. Bill, do you intend to start any shit with that sword? BILL I give you my word of honor, I will start nothing. L.F. Good enough for me. (back to game) ALBURT Miss O'Boyle required a two-hundred dollar membership fee. BILL That's rather pricey. ALBURT You wanna play for free, go to Vegas. You start now you'll be there by sundown. Bill takes out a roll of bills that would choke a rodeo bull to death. He peels off two hundred. BILL I think I'll stay here. I'm thirsty. ALBURT That way. Bill walks over to the suite's bar, a YOUNG WOMAN tends it. BILL Beer. BARTENDER Twenty dollars. BILL Twenty dollars for a beer? BARTENDER High cost of living shooter. You don't like it, go to Vegas. You can get a prime rib dinner there for 3.95. BILL What am I going to do, I'm thirsty. (throws a 20 on the bar) Pour the beer. The Bartender produces a dixie cup, and a can of Budweiser. She pops the top and fills the cup, leaving half of the beer inside the can. She then offers only the cup to Bill. BILL (pointing to the can) I don't get that? The Bartender slowly shakes her head, no. He lifts the dixie cup to his lips, and says; BILL Cheers. Bill approaches the table with his dixie cup of beer. L.F. Gentlemen, let's see if the new kid in school wants to play right away. (to Bill) How bout it new kid, you wanna handle my bones, or do you just like to watch? Dropping his money roll on the table... BILL I came to play. Color L.F. impressed. L.F. Boys take a look at this man, he's what Webster's calls, a gambler. The dice belong to you , sir. With her table stick, she pushes the dice to Bill. He takes them and inspects them. L.F. I hope you're not implying anything, friend? BILL (as he inspects dice) I'm not implying anything. Alburt starts to move from his position by the door. ALBURT That did it

fuckhead, you're out the door -- L.F. motions him back to his position. The players watch L.F. And Bill, an opposite ends of the table, trade quips. Bill looks from the dice to L.F. BILL You looked me over when I stood in your doorway. I'm looking you over as I step up to your table. If I don't know, I don't throw. L.F. Are you satisfied? BILL More or less. L.F. I think we're getting into a antagonistic relationship. BILL Oh, I'm sorry, I thought you were trying to take my money, and I was trying to take yours. L.F. It's just a game. Bill throws ten thousand dollars on the table, the room reacts. BILL If you're game, take my bet sportsman. L.F. Covered. Bill smiles as he rolls the dice in his hand, then throws...7...The room reacts...L.F. smiles and pushes the money and the dice back to Bill with her stick. He picks up his winnings, tosses them back on the table, and says; BILL Shoot it all. The room reacts. L.F. Covered. He holds the dice in his fist...and throws...5... L.F. The point is five, gentlemen, five is the point. Bill throws...5...more reaction...more money... BILL Shoot it all. L.F. Covered. He shoots again, he wins again... L.F. MOVES THE MONEY in front of him. Bill picks up the stack of moola...L.F. Stands behind her table, stick in her hand, eyes on her opponent. In the midst of this silence, his beeper goes off. His eyes go to it. It reads; ELLE DRIVER. He raises his eyes from the beeper to L.F., casually tosses the green on the felt and says; BILL Shoot it all. L.F. Pretty lucky tonight, huh? BILL Play a game of luck long enough you're bound to meet some lucky people. L.F. You know we've never been properly introduced, I'm L.F. O'Boyle. BILL And I'm not interested. L.F. No, you're rude. Why so rude rude boy, I'm only trying to be friendly. BILL I didn't come here to make friends. I came here to shoot a little crap. But then your boy over there hits me up for a two hundred dollar privilege to play fee -- L.F. -- That's a membership fee, good for -- BILL -- You and nobody else. You sell at the bar a half can of warm piss, at twenty bucks a shot. How much did the six-pack cost you? 5.60, 5.65? You're greedy O'Boyle. You're just too Goddamn greedy. You know what I like to do when I meet greedy people? Take every fuckin thing they got. Leave em with nothing. L.F. So that's your game, you want to teach me a lesson? BILL I wanna burn you down. When I'm through with you, you won't have a pot to piss, or a window to throw it out of. You'll thumb a ride out of L.A. wearing a barrel. L.F. I could always save myself this horrible fate by not taking your bet. BILL To be replaced by a different fate. The embarrassing truth that you run a gutless game. I won't forget it. I'm sure these gentlemen won't forget it. I'm sure they'll tell people who won't forget it. And we won't come back. If we don't come back, you won't get our money. Couple of weeks, you won't have a game. L.F. You got a big mouth, lucky boy. And the idea of taking everything you've won away, and sending you out the door with nothing but a red face, is so appealing to me, that I will take your bet. But.....not with those dice. BILL Oooohhh, that's.... L.F. The house's perogative and you know it. She holds out her palm and two new pair of dice (black) are placed in her hand by one of her bodyguards. She sets the dice on the table, and moves them in front of Bill with her stick. Bill looks down at them. L.F. Maybe you would like to change your bet? BILL Yes I would.....Shoot it all.....Against myself. His hand scoops the dice off the table. He catches the young lady by surprise. L.F. What? BILL Did I stutter, I'm changing my bet. I'm betting I don't make it. From the door Alburt says; ALBURT You can't do that. BILL Oh yes I can. It's the shooter's perogative, and she knows it. L.F. Covered. He throws.... ....................BOXCARS. The spectators go apeshit. Bill scoops up his money and looks to the lady who's game he just busted. BILL Can I use your phone? L.F. Sure it's next to the bed. INT. BED AREA OF HOTEL ROOM Bill sits on the bed talking with

Elle Driver on the phone. In the b.g. L.F. is throwing everybody out. L.F. Game's over, get out! Get the fuck out! No more tonight, go home.... BILL (into phone) Vernita's dead? When? (pause) What about her family? (pause) Nice to see Kiddo hasn't gone completely apeshit. No idea where she is? (pause) Okay that did it, we're going to Texas and talk sense into Budd before (BLEEP) makes him number three. He looks over and L.F. is sitting on the floor of the bed. All the players have left, only L.F. and her five tuxedo boys remain. BILL We're going to have a talk about this later. (pause) Well, I'm not exactly among friends at the moment. (pause...he laughs) I'll keep that in mind, bye bye. He hangs up. BILL Got a nose problem? L.F. I said you could use my phone. I didn't say I wouldn't listen. BILL This is true. L.F. You didn't burn me down you know? BILL Course not. First rule of any house, ya gotta have LUCKY GUY comes in and wipes the place out insurance. L.F. If there weren't losers it wouldn't be a game. Standing up, folding his winnings into his inside jacket pocket, looking at L.F. and her boys, he says; BILL I sincerely hope you mean that. Without another word he exits the hotel room. Nobody makes a move to stop him. L.F. O'Boyle and her henchmen stand still as they wait for the sound of the elevator in the hall. The Bride's Voice comes on the soundtrack; THE BRIDE (V.O.) What L.F. O'Boyle didn't know was, the real game was just beginning. Bill was on the job, and she was the target. Now Bill was the greatest assassin of the 20th century. In fact the term HITMAN was coined for him. And he rarely performs actual assassinations anymore. However every once in awhile - to keep his hand in - he does. Only he plays a game. He doesn't start big trouble...he lets them start it. If they do, they're dead. If they don't, not only won't he perform, he'll take the hit off the market. It's kind of fun watching people gamble when they don't know they're gambling, isn't it? They hear the elevator in the hall. L.F. O'Boyle tells her men; L.F. Get my money back. Don't kill him. Chop off all his fingers. Alburt smiles. The Five men go out the door. INT. HALLWAY HOTEL The Five tuxedo-clad bodyguards hit the hallway, only to see....BILL, with his Hanzo sword unsheathed, standing at the end. This wasn't expected, they unsheath their swords. He Charges at them. In the hotel's hallway, Bill cuts through the five men. His mastery of the Hanzo sword in his hand is peerless. He cuts through the first four rather quickly. The fifth one, Alburt, is the most skilled, but he too falls under the master's blade. INT. HOTEL ROOM L.F. O'Boyle hides in her room, holding a gun, pointed at the front door. She sits in bushwhack mode, waiting for Bill, or anybody for that matter, to step through the doorway. WHEN... The window her back is up against SHATTERS, and a black gloved hand reaches inside and GRABS her by her hair, and YANKS her out the window. EXT. HOTEL WINDOW LEDGE - NIGHT Bill on the ledge of the hotel window (the 26th floor), outside L.F. O'Boyle's room. He's yanked her outside and he's dangling her over the side by her hair. BILL Do you know a Jessica? L.F. Is too hysterical to answer. BILL Well, she knows you. He drops her...... ............... SHE FALLS.... ...................................SHE SPLATS. Bill watches her all the way down. When he's confident her fall was fatal, he leaves the ledge. FADE TO BLACK. BLACK FRAME TITLE CARD: Chapter seven "The lonely grave of Paula Schultz" EXT. BUDD'S TRAILER - DAY A small camper trailer sits all by its lonesome in the middle of a barren Texas wasteland. A SUBTITLE APPEARS under this image; "The city of Austin Texas." A fist knocks on the trailer door. It opens, revealing Bill's brother, BUDD. Not the Slick Willie Budd with the black suit and the silver-tipped black cowboy boots we saw earlier at the wedding chapel massacre. No, the Budd we see now is the Budd who climbed into a bottle five years ago, got himself comfortable, and decided to live there. Bill, looking like a cool million,

stands out in the dirt and dust of Budd's lot of land, looking up at his brother in his natural habitat. In the B.G. we can see Elle Driver lounging in the passenger's seat. Budd, surprised by the visitor, says; BUDD Great day in the morning. Brother Bill livin up to his familia obligation. BILL How ya doin' Budd? BUDD Oh, you know my life, Bill, just a mad rush of wild parties and wealthy women. Budd squints into the sun at the woman in Bill's ear. BUDD Is that that tall blonde one-eyed Viking bitch in the passenger seat? BILL It's Elle. Want to say hello? BUDD Never said "bye," can't seem to think of a reason to say, "hi." INSERT: INT. - BILL'S CAR Elle inside, blasting both the stereo and the air conditioner. She watches the brotherly scene play out through the car windshield. Obviously there's no love lost between Elle and Budd. BUDD What'd ya wanna talk about? BILL Are you not going to invite me in? BUDD No. BILL May I ask why not? BUDD It stinks in there, that's why. Now what's so important it requires a reunion? TIME CUT The estranged brothers continue their conversation. Budd sits in the doorway of his trailer, bottle of jack in his hand. Bill stands. BUDD You tryin to tell me she cut her way through eighty-eight bodyguards 'fore she got to O-Ren? BILL No. There wasn't really eighty eight of them, they just called themselves The Crazy 88. BUDD Why. BILL I dunno, I guess they thought it sounded cool. Anyhow, she had about 26 or 27 around her when (BLEEP) attacked. They all fell under her Hanzo sword. The mention of a Hattori Hanzo sword gets Budd's attention. BUDD She got 'er a Hattori Hanzo sword? Bill nods his head, "yes." BILL She has a Hanzo Jingi sword. BUDD He made her one? Didn't he swear a blood oath never to make another sword? BILL It would appear he's broken it. Budd doesn't say anything at first...THEN; BUDD Them Japs know how to carry a grudge don't they? Or is it just you tend to bring that out in people? BILL (pause) I know this is a ridiculous question before I ask, but you by any chance haven't kept up with your swordplay? BUDD Hell, I pawned that years ago. BILL You pawned a Hattori Hanzo sword? BUDD Yep. The disrespect is pain. BILL It was priceless. BUDD Not in El Paso it ain't. In El Pso I got me 250 Dollars for it. BILL Since it was a gift from me, why didn't you offer me the chance to buy it back? BUDD Because that would've required me to acknowledge your existence. Drunken bum though I may be, I don't need booze that bad. But who the hell gives a crap anyway. That bitch ain't gittin no Bushido points for killin a white trash piece of shit like me with a samurai sword. I'm a bouncer in a titty bar, Bill. If she wants to fight me, all she gotta do is come down to the Club, start some shit, and we'll be in a a fight. BILL -- Budd, you need to listen to me. I know we haven't spoken for quite some time, and the last time we spoke wasn't the most pleasant. But you need to get over being mad at me, and start becoming afraid of Bea. Because she is coming, and she's coming to kill you. And unless you accept my assistance, I have no doubt she will succeed. Budd sees Bill's true concern for his welfare. Bill tries to charm his brother. BILL Can't we forget the past, and look at the happy side of all this? Budd chuckles. BUDD And what would that happy side be? BILL She's brought "the boys" back together. Budd is touched by Bill's concern and chuckles to himself. BUDD I appreciate the concern on your face, but there's a difference 'tween "the boys", time can't erase. I don't dodge guilt. And I don't Jew outta payin my comeuppance. That woman deserves her revenge. And we deserve to die. But then again, so does she. So I guess we'll just see now, won't we. EXT. THE MY-OH-MY-CLUB - DAY The My-oh-my Club, is the sleazy titty bar that Budd works at. His job is tossin out the riff-raff that's worse than him, out on their ear - minus a few of the teeth they had when they came in. His beat-to-shit pickup truck pulls up to the front, and he climbs out of the automobile. INT. THE MY-OH-MY-CLUB - DAY Budd walks

into the wood-paneled titty bar. No strippin goin on yet, just a few BARFLIES drinkin. The owner, TED, yells at him as he walks by. TED You're late, Budd, this shit ain't school, ya know. Budd doesn't say anything, he just moves towards the back, passing by a STRIPPER serving drinks. STRIPPER Hey, Budd. BUDD Hey, Lucky. ANOTHER STRIPPER walks out of the ladies' room and says to him; STRIPPER Hey, Budd, honey, the toilet's at it again. There's shitty water all over the floor. BUDD I'll take care of it, Suzie Pie. EXT. THE MY-OH-MY-CLUB - NIGHT A brand new, enormous red pickup truck pulls into the parking lot and stops. The BRIDE sits behind the wheel, looking at the bar and the bar's front door. Using the rearview as a mirror, she grabs her long blonde hair and pulls it back to a ponytail with a rubberband. Then places a baseball cap on the top of her noggin that reads, "STUBB'S BAR B-Q." She steps out of the truck's cab. She's dressed like a little Texas two-stepper. Levi's, cowboy boots, and a "HARLEY DAVIDSON: LOUD AND PROUD" tee-shirt. INT. THE MY-OH-MY-CLUB - NIGHT The Bride walks into the club just as the band on stage explodes into honky tonk guitar. She walks up to the bar and oders a; THE BRIDE Shiner. The BARTENDER gives her a beer bottle of Shiner Bock. As she drinks the Texas brew...SHE.... ...Watches the BAND.... ...The crowd... ...Looking for Budd among the crowd... ...She sees him... ...He's the bouncer... ...She observes him... ...he's sitting on a stool, observing the crowd, moving his head to the music... SHAW BROTHERS ZOOM into her eyes; VENGEANCE THEME plays on the soundtrack. Her hand removes her sog from its sheath. She moves through the crowd of Texas two-steppers, sog in hand, towards Budd sitting oblivious on his stool.... WHEN... Suddenly a BIG COWBOY stands up from his table -- spilling every bottle and glass on it -- and BARFS all over. Budd curses to himself, and heads over to the disaster area. The Bride...observes Him...CLEAN UP THE PUKE. EXT. TEXAS HIGHWAY - NIGHT As the music from above continues, we see Budd driving his pickup on an empty highway home from work. He passes by The Bride's new red pussy wagon parked on the side of the road. After he whizzes by, she starts up the motor, but doesn't turn the lights on. She follows him, hanging way back in the dark. Budd driving, not seeing the automobile cloaked in darkness, trailing him. EXT. BUDD'S TRAILER HOME - NIGHT Budd pulls his pickup truck in front of his small camper home. He walks inside, shutting the door behind him. The Bride rolls to a stop...Observing the lonely trailer out of her windshield... Texas tear-ass music begins coming out of the camper....We see his figure pass the camper window, once or twice. The Bride chooses her weapon -- Hattori Hanzo's samurai sword. She doesn't say anything, nor will an actress of Uma Thurman's caliber indicate her feelings, but the astute member of the audience will read the significance of her choice. His current status be damned, the Budd who owes The Bride satisfaction was a warrior. And it's that Budd she intends to send to his maker. She takes a black stocking cap, and slips it on top of her skull, tucking her blonde hair underneath... THEN... ...Rubs black make-up under both eyes, on top of both eyelids, and down the bridge of her nose... THEN... Disconnects the cab lights above her, opens the truck door, and slips out unseen into the Austin Texas night air. THEN... On her belly, Hattori Hanzo sword in sheath in hand, she crawls across the desert floor towards Budd's trailer. THEN... Somewhere in the vast outdoors a cat jumps on a rat. Their fight makes a LOUD racket. The Bride stops and buries her face in the dirt. From inside the trailer, we hear the needle being lifted off the phonograph. From a distance we see: The shadowy figure of Budd looking out the window of the camper. The Bride keeps her face in the dirt. The figure of Budd at the window, seems to dismiss the sound he heard for what it was -- a rat meeting its end at the claws of a cat. The curtain closes again. The needle

is placed back on the phonograph. CU The BRIDE face in the dirt...One Mississippi...Two Mississippi...her eyes look up towards the trailer...All's clear...She begins crawling towards the trailer again. ...She's now right outside the trailer home...We can hear the sound of Budd sitting in a chair rocking back and forth. She hears the sound of a screw top unscrewed...The sound of pouring in a glass...The sound of a glass being laid heavy on a table. Crouched low on the balls of her feet, she, with great care, slowly and silently unsheathes her Hanzo sword. Through the bottom slit in the door, she sees the distorted image of Budd's feet on the floor. She slowly rises...removes her black stocking cap...blonde hair falls around her shoulders...sword in right hand...left hand grabs the front doorknob... QUICK as a Texas lizard on glass -- She brings the sword's handle down hard on the door lock -- EX CU Cheap Lock Busting. She flings the front door open... The BRIDE'S POV: Brother Budd sitting calmly in a rocking chair, moving back and forth to the Texas twang on his turntable, cradling a DOUBLE-BARREL SHOTGUN aimed right at The Bride. SERGIO LEONE CU: The Bride Blinks. Both barrels BLAST in our face. The BRIDE standing in the doorway is HIT SMACK DAB in the chest, and PROPELLED THROUGH the AIR BACKWARDS. Landing hard on her back in the dirt. Budd casually rises from his rocking chair and lifts the needle off the phonograph, cutting off the music. Then with shotgun in hand, stands in the doorway of the trailer looking down at The Bride. BUDD'S POV: The Bride laid out in the dirt below him -- Sword separated from her grasp -- Bloody mess down her front -- Groan from her throat. Budd steps down from the trailer onto the dirt, standing over The Bride. BUDD Bet your sweet ass that don't sting like a bitch. More groans coming out of The blood splattered Bride. BUDD You done got a double dose of rock salt, right in the ole tit. Now not havin tits as fine or as big as yours, I can't even imagine how bad that shit stings... He lowers down on his haunchers, over her. BUDD ...But I don't wont to neather. The Bride, hurting and incapacitated from the shotgun blast, still nevertheless defiant, SPITS a gob of bloody saliva, right in ole Budd's face. Budd, gob of spit running down on his cheek and nose. The cowboy removes a red bandana from his back pocket, and wipes away the goo. Then his eyeballs go down to the spitter. BUDD Now I know when it comes to a rock salt burn, you're feelin pretty much like a expert bout now. But truth be told, you ain't felt all rock salt's got to offer till you took a double dose in your backside. With the help of his cowboy boot he rolls The Bride over onto her stomach, exposing her butt. SNAPPING the barrel closed, he takes aim and FIRES both barrels -- EXECUTION STYLE -- right into her keister. The Bride does the one thing she has yet to do with any opponent during the movie up till now. Her head rears back and she lets out a SCREAM! BUDD That gentled ya down, didn't it? Yep...ain't nobody a badass with two barrels of rock salt dug deep in their backyard. THEN... Almost mercifully, the man once known as "Sidewinder," sticks a syringe in her arm, dropping her unconscious. THEN... Knocking down a swig of Jack Daniels, he removes a small silver cell phone from his pants pocket, raises the antenna, and presses one button on the panel. INT. ELLE DRIVER'S GYM - NIGHT The six-foot tall, long-haired blonde with the codename "California Mountain Snake," is doing a savage boxing workout with her COACH. This is one white bitch who can kick some serious FUCKIN ass. With one mighty blow from her huge right arm (synched to the sound of a CAR CRASH), her boxing Coach buys the farm. Elle on cell phone. We cut Back and Forth. ELLE Bill? BUDD Wrong brother, you hateful bitch. ELLE ....Budd? BUDD Bingo. ELLE And what do I owe this dubious pleasure? BUDD I just caught me the cowgirl, ain't never been caught. This gets Elle's attention. ELLE Do you mean what I think you mean? BUDD If you think I mean I got 'er, you thought

right. ELLE Did you kill her? BUDD Not yet I ain't. But I can sure do it easy enough. She's so gentle right now, I could preform her coup de grace with a rock. ELLE What are you waiting for, run outta liquid courage. BUDD No. It's just...I ain't killed nobody in a long Goddamn time. And just 'tween you, me, and Jesus Christ, kinda made me a promise I wasn't gonna. Be that however it is. Back when I did kill people...I got paid for it. Just don't seem right...turn amateur this time of life. We stay on Elle's side for the following exchange. BUDD (O.S.) Anywho, guess what I'm holdin in my hand right now. We cut back to Budd's side. And what he's holding is The Bride's Hattori Hanzo sword. BUDD A brand spankin new Hattori Hanzo sword. And I'm here to tell ya Elle, that's what I call sharp. ELLE How much? BUDD Oh, that's hard to say. Seein it's priceless and all. ELLE I'll give you a hundred thousand dollars for it. BUDD I'm sure you would. But I'll take, one million. ELLE Jeez Budd, who'd ever guess you were such a capitalist. I thought drunks like yourself were beyond such monetary concerns? BUDD Well Elle, a million dollars buys a whole lotta Jack. ELLE Why then are you selling it to a hateful bitch like me, when you know Bill would pay more? BUDD If I'm gonna drink myself to death, ...it won't be on Bill's dollar. It's gonna be on yours. ELLE What's the terms? BUDD You buy a ticket to Texas, and I'll see you here tomorrow mornin. You give me a million in foldin cash, I'll give you the greatest sword ever made by a man. How's that sound? ELLE Sounds like we got a deal. One condition. BUDD What? ELLE You kill her tonight. (pause) And one more thing. BUDD You said one condition. ELLE It's a caveat to the same condition. BUDD What? ELLE She must suffer to her last breath. BUDD That Elle darlin, I can pretty damwell guarantee. ELLE Then I'll see you in the morning millionaire. CUT TO: OVERHEAD SHOT - EXT. CEMETERY - NIGHT We look down on a spooky Texas graveyard... Tombstones...Graves...Dirt...Low-hanging fog. This could be the opening shot of a Texas zombie movie. We also see TWO MEN WITH SHOVELS (one which is Budd, the other which is ERNIE) digging up a grave. Budd's beat-to-shit pickup is in the shot too. Its headlight beams shining on the two men. And last but not least, The Bride, bound and gagged, lying in the flatbed of Budd's pickup. The BRIDE She begins to come to from the shot in her arm. Some dried blood lies caked around her wounds. Rope binds her wrists tightly together in front of her. A big leather cowboy belt is wrapped tight around her cherry brown cowboy boots. Her eyelids flutter open...and she sees stars. A giant, black Texas night sky full of them. She has no idea where she is. She turns her head to the left and sees, Back window and Cab of truck. She turns her head to the right and sees, Hatch Gate to flatbed. She listens...she hears, Crickets...The sound of Two Men Digging...One of the Men says something to the other in Spanish... THEN... She hears one of the Shovels HIT something buried... The Two Men speak to each other in Unsubtitled Spanish... THEN... We hear them Lifting something heavy, we might assume is a coffin. The Bride however knows not what to think. BOOM...They set it down. She hears boots approaching the flatbed, The crunching of leaves leading in her direction... TILL... With a CLANG and a SCRAPE the latches on the Gate of the flatbed are Yanked Out, and it lowers open with a CRASH. Revealing Budd, looking down on her. BUDD Wakey wakey, eggs and bakey. The grabs her by her collar, and yanks her out of the truck. She FALLS to the dirt HARD. Once in the dirt, The Bride sees an Old Coffin that's been dup up. Next to it is a brand new pine box coffin, straight out of "Fistful of Dollars." And a freshly dug grave, with a pile of dirt next to it, in front of an old tombstone that reads; "PAULA SCHULTZ." Budd and Ernie stand over her. The Bride just GLARES up at the two tormentors, with the only weapon she has left, the contempt in her stare. Budd turns to Ernie and says in SPANISH, subtitled

in English; BUDD (SPANISH) Look at those eyes. This bitch is furious. You grab her feet, I'll get her head. (ENGLISH) Got anything to say? The Bride knows how these fiends derive satisfaction, and she won't give it to them. BUDD (SPANISH) In America white women call this the silent treatment. (laughing) And we let 'em think, we don't like it. The two fiends laugh, then bend down to lift The Bride and carry her over to the pine box. She struggles with her bound legs and arms...Both men DROP her to the ground. Budd whips out a can of mace from his pocket. BUDD Hey hey hey, wiggle worm, look at this. He holds the can of mace spray by her eyes. She stops. Her eyes go to the nozzle of the spray can, then to Budd. BUDD Looky here bitch, this is a can of mace. Now you're goin underground tonight, and that's all there is to it. But, when I bury ya, I was gonna bury you with this. He removes a flashlight from behind his back and turns on the beam. BUDD But if you're gonna act like a horse's ass, I'll spray this whole Goddamn can in your eyeballs. Then you'll be blind, burnin, and buried alive. So what's it gonna be sister? Her eyes move to the right, indicating the flashlight. BUDD You may be stupid, but at least you ain't bloody stupid. The two men lift up The Bride, and carry her over to the pine box and place her in. Budd puts the flashlight inside. He picks up the pine lid, and is just about to place it over the coffin... WHEN... ...He locks eyeballs with The Bride... ...her eyes hold his for as long as she can, THEN... ...he places the lid over her face, closing the coffin. THEN... ...with a hammer and nails the two men seal the coffin shut. INT. PINE BOX Dark, excerpt for the cracks of light seeping through between the lid and the box. However with each nail pounded in, more lights is cut off... TILL... ...the only light left, is the crack by The Bride's head. The last hammered nail obliterates that light source. The Bride lies in TOTAL DARKNESS. EXT. CEMETERY - NIGHT The two men lift the pine box, and set it in the grave. Budd scoops up a shovel full of dirt... INT. PINE BOX EX CU HER FINGERS turn on the flashlight. CU The BRIDE LIT by the flashlight beam... BAM... ...a shovel of dirt has just landed hard on the lid, making The Bride jump... BAM... ...More dirt. She reacts again. BAM... The dirt just keeps falling, the bams becoming softer with each new shovelful. The Bride is starting to perspire...her breathing becoming more rapid and panicked...her heartbeat begins to echo inside the pine box. We've never seen her like this before. She's starting to lose it...She lets out a SCREAM...She SCREAMS again...Her bound-at-the-wrist hands move to the lid...She pounds on it...Her bound feet kick up at it...She starts to cry...She's getting hysterical...Her fingers begin clawing at the wood lid... TILL... They're ripped open and bleeding... Leaving Blood Trails on the wood. TILL... She exhausts herself. All this while, she's been screaming the words we can't even imagine coming out of her mouth; THE BRIDE Help me. The Bride halts her hysteria. She wipes her eyes, and runs her hands down her face, mentally sending the little girl she became, back to wherever she came from. The woman we know as The Bride is back. She talks to herself. THE BRIDE Well, now that you've had a nice, good cry, let's figure out how to get out of here? You're breathing like you just been fuckin. Calm down...close your mouth, and start breathing short breaths, through your nose. She does. The Bride continues in VO; THE BRIDE (V.O.) That's a lot better. But you're still too agitated. Can you hear your heart? It's like I'm buried alive with Buddy Rich. Turn off that flashlight. Fear comes into her voice as she combats herself. THE BRIDE (V.O.) No! I can't turn off the light. Yes you can. The darkness will have a calming effect. Now turn off that fucking light. She does. The screen goes Jet Black EXT. CEMETERY - NIGHT Budd and Ernie are finished filling the grave. The old coffin, with the body of Paula Schultz, in the back of the flatbed. Before they climb

into the truck and drive away, Budd lays a dozen red roses on The Bride's grave. INT. BUDD'S TRAILER (MOVING) - NIGHT Budd behind the wheel. Ernie in the passenger's seat. Car radio playing Mexican music. Budd's silver cell phone rings. BUDD (into phone) Yellow? INT. AIRPLANE (FLYING) - NIGHT Elle Driver sits in a seat on a passenger jet enroute to the great state of Texas. She calls Budd on the airplane phone. ELLE Didja do it? BUDD Elle darlin, she's sufferin as we speak. A smile spreads across Elle's face. She rests her head back against the seat's headrest. Her eyelids close. She slightly parts her lips...and lets out a; "Ahhhhhhhhhhhhhhh" This is the face of satisfaction. FADE TO BLACK. BLACK FRAME TITLE APPEARS: Chapter eight "The cruel tutelage of Pai Mei" FADE UP ON EXT. MOUNTAIN RANGE - CHINA - DAY We see a beautiful mountain range in the middle of China. A SUBTITLE APPEARS UNDERNEATH: "SMACK DAB IN THE MIDDLE OF CHINA" A VOICE OVER SPOKEN BY BILL, tells us a story over this landscape; BILL (V.O.) Once upon a time in China, some believe around the year, one-double knot-three. As Bill tells this story, it will be illustrated On Screen by footage from Old Shaw Brothers Martial arts flicks of the 70's. Especially Films that feature Chinese Actor LO LIEH as the old, white-haired, white-eyebrowed Villian "PAI MEI." BILL (V.O.; CONT'D) ...head priest of The White Lotus Clan, Pai Mei, was walking down the road, contemplating whatever a man with Pai Mei's infinite power would contemplate -- Which is another way of saying, who knows. When, a Shaolin monk appeared on the road traveling in the opposite direction. As the monk and the priest crossed paths...Pai Mei -- in a practically unfathomable display of generosity, gave the monk the slightest of nods. The nod, was not returned. Was it the intention of the Shaolin monk to insult Pai Mei? Or, did he just fail to see the generous social gesture? The motives of the monk, remain, unknown. What is known, were the consequences. The next morning Pai Mei appeared at the Shaolin Temple, and demanded that the temple's head Abbot offer Pai Mei his neck, to repay the insult. The Abbot, at first, tried to console Pai Mei, only to find, Pai Mei was inconsolable. So began, the massacre of the Shaolin Temple, and all sixty of the monks inside, at the fists of the White Lotus. And so began, the legend of Pai Mei's Ten-Point Palm - Exploding Heart Technique. THE BRIDE (V.O.) What praytell, is a ten-point palm - exploding heart technique? BILL (V.O.) Quite simply, the deadliest blow in all of the martial arts. He hits you with his fingertips, at ten different pressure points on your body. And then, he lets you walk away. But once you've taken five steps, your heart explodes inside your body, and you fall to the floor dead. We see on screen Pai Mei demonstrate this technique on five shaolin monks. Who after being hit...take five steps...then fall to the floor dead. EXT. JEEP (MOVING) - DAY Bill and The Bride, years earlier, driving in a jeep through the mountains of China, enroute to PAI MEI's. THE BRIDE Did he teach you that? BILL No. He teaches no one the ten-point palm - exploding heart technique. But he is Nietzsche's psalm personified. If Pai Mei doesn't kill you, he will make you stronger. Now one of the things I always liked about you, Kiddo, is you appear wise beyond your years. Then allow me to impart, a word to the wise. Whatever - WHAT - EVER - Pai Mei says, Obey. If you flash him - even for an instant - a defiant eye, he'll pluck it out. And if you throw any American sass his way, he will snap your back and your neck like they were twigs, and that will be the story of you. EXT. THE WHITE LOTUS TEMPLE - DAY The Bride sits in the jeep, by herself, parked in front of the Priest Pai Mei's home located high up on top of White Lotus Mountain. For over 100 years, his home used to be the temple of the White Lotus Clan, and he was the temple's head priest. The temple served as a home to over 60 priests and disciples. But now - the year 1990 - the White Lotus Clan is no more. All the

priests have died. All that remains, is a very old man, who once upon a time, some worshipped as a god and some feared as a devil...neither was wrong. A huge stone staircase of one hundred steps climb up a hill leading to Pei Mei's home. Bill climbs down to the jeep. BILL He'll accept you as his student. THE BRIDE Caught him in a good mood, aye? BILL More like a sadistic one. She climbs out, and gets her bag out of the back. Bill casts a glance at the stone steps he just decended. BILL Just seeing those steps again makes me ache. You're gonna have plenty of fun carrying buckets of water up and down that fucker. THE BRIDE Why did he accept me? BILL Because he's a very very very old man. And like all rotten bastards, when they get old, they become lonely. Not that that has any effect on their disposition. But they do learn the value of company. THE BRIDE When will I see you again? BILL That's the title of my favorite soul song of the Seventies. THE BRIDE What? BILL Nothing. When he tells me you're done. THE BRIDE When do you think that might be? BILL That my dearest, all depends on you. Now remember, no backtalk, no sarcasm. Least not for the first year. You're going to have to let him warm up for you. He hates Caucasians, despises Americans, and has nothing but contempt for women, so in your case, that may take a little while. Adios. ZOOM... The jeep speeds off down the road...leaving the Bride all alone, somewhere in the middle of China. She begins the journey before her by ascending the 100 steps to Pai Mei. INT. THE WHITE LOTUS TEMPLE The huge temple is exactly like it must have been a hundred years ago, except now it's empty and dusty. The Bride enters, She's winded from climbing up those fuckin steps. THE BRIDE (yelling) Hello! Her Voice ECHOES in the cavernous temple. PAI MEI's VOICE ECHOES back; PAI MEI'S VOICE (O.S.) Up the stairs, yankee woman! A beautiful (but dusty) Mahagony staircase leads to Pai Mei's private chamber. THE BRIDE (to herself) More stairs, Jesus Christ. The still unseen Man's voice BOOMS back; PAI MEI'S VOICE (O.S.) If it is Christ you seek, turn back now. She climbs the wooden staircase. INT. PAI MEI'S PRIVATE CHAMBER PAI MEI'S POV: We see through Pei Mei's pupils, through a sheer scarlet scrim that hangs down in front of his sitting area. The Bride enters the room. She approaches the old man, reaches the edge of his sitting area in front of the scrim, lowers to one knee and bows her head. * From here on end, whenever ENGLISH is spoken by The Bride, or every once in awhile by Pai Mei, it will be spoken in ENGLISH IN LIVE SYNCH SOUND. However, whenever MANDARIN is supposedly spoken, it comes out of their mouths as DUBBED ENGLISH like in a 70's Shaw Brothers Chop Socky Flick. THE BRIDE * Teacher, I am unworthy to be your student -- Pai Mei is still unseen. PAI MEI'S VOICE * Your Mandarin is lousy. I can't understand a single word you say. It causes my ears discomfort. You are not to speak unless spoken to. Do you understand Mandarin any better than you speak it? THE BRIDE * I speak Japanese very well -- PAI MEI'S VOICE * I didn't ask if you speak Japanese, or Mongolian, for that matter. I asked if you understand Mandarin? THE BRIDE * A little, I am still learning. PAI MEI'S VOICE * You are here to learn the mysteries of Kung Fu, not linguistics. If you can't understand me, I will communicate with you like I would a dog. When I yell, when I point, When I beat you with my stick! Her head remains bowed, eyes to the floor. WE CUT TO PAI MEI He's just like he was in the films earlier. Long White Hair, Long White Beard, Long White Eyebrowes, same long flowing White Robe. Everything's the same, except he's older, by about a hundred years. He sits stone still in his sitting area on the other side of the sheer scarlet scrim. PAI MEI * Bill is your master, is he not? THE BRIDE * Yes, he is. PAI MEI * Your master tells me you're not entirely unschooled. What training do you possess? THE BRIDE * I am proficient in a combination of Tiger and Crane style. And I am more than proficient in the exquisite art of

the Samurai Sword. PAI MEI * (he makes a SNORTING SOUND) The exquisite art of the samurai sword. Don't make me laugh. Your so called exquisite art, is only fit for Japanese fat heads. You really are a silly ass. This brings up The Bride's eye...She GLARES at the old man. PAI MEI * Impudent dog! You dare glare at me! She lowers her eyes. THE BRIDE * I'm sorry master -- PAI MEI * -- Silence! I do not wish to hear your unintelligible excuses. Pause... THEN... Pai Mei softly LAUGHS to himself, and strokes his long white beard... PAI MEI * Your anger amuses me. Do you believe you are my match? THE BRIDE * No. PAI MEI * Are you aware I kill at will? THE BRIDE * Yes. PAI MEI * Is it your wish to die? THE BRIDE * No. PAI MEI * Then you must be stupid. Rise stupid, and let me get a better look at your ridiculous face. She rises. CU The BRIDE through the scrim, eyes down. Pai Mei laughs to himself again; PAI MEI * You breathe hard. The one hundred steps robbed you of your wind. So your stupidity is matched only by your weakness. Is there anything you do well? -- Oh yes, you speak Japanese. I despise the Goddamn Japs. I would of thought an American would be immune to their pompous posturing. Apparently I was wrong. Go to that drawer. The blonde woman goes to a large wooden drawer. She opens the drawer; it's filled with just about every type of edged weapon. PAI MEI * Remove the sword. The Bride removes a large heavy steel Chinese Sword. Pai Mei rises from his sitting position, for the first time, parts the scrim, and approaches the Bride. PAI MEI * Let's see how good you really are. Try and land a blow. If you land a single blow, I'll bow down and call you master. The Bride doesn't need a second invitation, she ATTACKS with the sword. He deftly moves out of the way. The fighting style is now like an old Shaw Brothers film, with Pai Mei dodging at will all of her rapid sword slashes. Quick and skillful as her moves are, they're also full of Effort and Frustration. While Pai Mei effortlessly moves out of the sword's path. He's amused, and Speaks while they fight; PAI MEI * Come now woman, can't you even hit an old man? She tries more... PAI MEI * Your ability really is quite poor. He STRIKES her with a blow to her chest, delivered with an open palm, that sends her flying back hard against the wall. She clutches her chest, and coughs up some blood. Pai Mei laughs as he strokes his long white beard. PAI MEI * Ha ha ha ha ha! I've fought cripples who posed more of a challenge. Now fight, goddamn you! She ATTACKS with a wild cat's fury. He HOPS and DUCKS and DODGES her sword easily. He LEAPS HIGH UP IN THE AIR, and LANDS STANDING on the Blade of her Sword. The Bride looks down the blade of her sword and can't believe it. Pai Mei smiles at her and says; PAI MEI * From here you can get an excellent view of my foot. He does a BACKFLIP off the sword, kicking the Bride in the face in mid-somersault sending her CRASHING THROUGH A WOOD WALL. The Bride emerges from the hole in the wall. Pai Mei stands waiting for her, TWIRLING THE SWORD in his hand like a cheerleader twirling a baton, till the twirling STOPS. The sword's handle is pointed towards the Bride. PAI MEI * Give up? Or care to try again? The BRIDE'S FACE shows determination. Not to win, not even to land a blow, that she knows is impossible. This man's ability is truly amazing. However be that as it may, she's determined not to quit, and through not quitting, she's determined to distinguish herself in his eyes...in some way. She takes the sword from him and tries again. But this time, Pai Mei keeps grabbing her arm that holds the sword, manipulating it into positions that would do the young girl harm...Like bringing the blade up against her other arm...Poised to cut it Off. PAI MEI * That blade's sharp. Careful not to cut off your own arm. ...Then he TWISTS her arm, till the blade's against her own throat.... ...Then TWISTS again till it's against her hip... ...Then TWISTS again while KICKING her leg, till the blade's edge is against her thigh... PAI MEI * If you can't fight any

better than that, what use do you have for a leg? He lets go of her arms, she swings furiously at him... ...he calmly SPINS out of the way. Then, he KICKS her in the stomach, doubling her over, then he brings the Sword between her legs, Blade Edge against her Crotch. PAI MEI * Now that really would be a shame. He takes the sword from her grasp... SWINGS once... The BLADES's against her jugular. He SWINGS twice... The BLADE's against the pocket of her throat. He SWINGS a third time... The BLADE's against the nipple of her right breast. PAI MEI * Your swordsmanship is amateur at best. He tosses the sword in the air, catching it by the tip of the blade. Then like a mallet, brings the handle end down hard on the top of The Bride's head. She lets out a howl, and falls to the floor, holding the lump on her noggin. PAI MEI * I'm a hundred and fifty years old, and you can't even make me break a sweat. He CHOPS the sword in half with his hand. PAI MEI * Let's see your Tiger and Crane style match my Eagles's Claw. Again she ATTACKS...again he eludes. Like a Gordon Liu and Lo Lieh film, they do their animal style martial arts dance. As she STRIKES and he BLOCKS...he yells out; PAI MEI * ...pathetic.....terrible...you idiot, you should've landed that blow...you call that crane?... Enough, I grow bored. With little effort on his part, he reaches out and GRABS her wrist, TWISTS...She's on the floor, with her arm stuck out in the air behind her, her wrist still between his fingers. He could literally break her arm in half. PAI MEI * I asked you to show me what you know, and you did. Not a goddamn thing. He TWISTS her wrist... ...The pain is excruciating..... PAI MEI * Like all yankee women, the only thing you know how to do is order in restaurants and spend a man's money. He TWISTS more... She CRIES OUT. PAI MEI * Excruciating isn't it? I asked you a question! Through gritted teeth, she answers; THE BRIDE * Yes! PAI MEI * I could chop off your arm at will. I think I shall. He raises his other hand to chop off her arm. The Bride SCREAMS in ENGLISH; THE BRIDE No please don't! PAI MEI * If you wish to speak romantic languages, you've come to the wrong place. THE BRIDE * Please don't cut my arm off! PAI MEI * It's my arm now. I can do with it what I please. If you can stop me, I suggest you try. THE BRIDE * I can't! PAI MEI * Because you're helpless? THE BRIDE * Yes! PAI MEI * Have you ever felt this before? THE BRIDE * No! PAI MEI * Compared to me you're as helpless as a worm fighting an eagle, aren't you? THE BRIDE * Yes!!! PAI MEI * THAT'S THE BEGGING! He lets go of her wrist. She cradles her still-throbbing arm. PAI MEI * Is it your wish to learn how to make others as helpless as you were? THE BRIDE * Yes. PAI MEI * Can you cook? THE BRIDE * Yes. PAI MEI * I'll be the judge of that. (pause) Draw me a bath...your training will begin tomorrow. That arm is still mine. You may lose it yet. TIME CUT EXT. WHITE LOTUS TEMPLE - DAY Pai Mei stands in front of a wood wall three inches in front of him. His right fist is cocked back by his breastplate, he's concentrating on a certain spot on the wall. The Bride stands behind him, watching. He lets out a SCREAM, and puts his fist THROUGH THE WALL. He turns to the new student; PAI MEI * Since your arm now belongs to me, I want it strong. Can you do that? THE BRIDE * I can, but not that close. PAI MEI * Then you can't do it. THE BRIDE * I can put my hand through that at six inches. PAI MEI * And you could shoot a man from a rooftop with a scope-sight rifle, if you so desired, but this is not what I asked. What if your enemy is three inches in front of you, what do you do then? Curl into a ball? Or do you put your fist through him. He HITS the wall again leaving another hole. PAI MEI * Now begin. The Bride takes her place in front of the wall. She HITS it. Only managing to stain the wall with the blood from her scraped knuckles. Then again. And again.... INT. DINNER TABLE - NIGHT Both Pai Mei and The Bride sit at the dinner table. Pai Mei concentrates on eating. The Bride's hand is scraped bloody.

She tries to eat a bowl of rice with chopsticks, but her fingers won't work. She puts down the sticks and takes a scoop of rice with her fingers. Pai Mei WHACKS her on top of her head with his stick. PAI MEI * If you want to eat like a dog, I will make you live and sleep like a dog. Outside. If you want to live and sleep like a human being, pick up those sticks. She does. THE WOOD WALL The Bride HITTING it. She looks at her fucked-up hand, then to the wall, hesitating....Then Pai Mei's behind her. PAI MEI * It's the wood that should fear your hand, not the other way around. No wonder you can't do it, you acquiesce to defeat before you even begin. He walks off in a huff. EXT. PIT - DAY Pai Mei and The Bride stand at the edge of a large, round deep pit, dug in the earth (by the Bride). PAI MEI * In that pit, is a rat. We see one lone rat in the huge pit. PAI MEI * In the sky, is a bird. Pai Mei brings a golden bow and arrow into Frame, and SHOOTS up in the sky. A BIRD FALLS to the earth with a golden arrow stuck through it. PAI MEI * You are to go into that pit, and catch that rat, with your bare hands. If you catch the rat, I will deem you the victor, and tonight you will dine on bird. But, if you can't catch the rat by sundown, I'll deem the victor the rat. And because of the disgrace to my student, I will be forced to kill it. And then I will force you, to consume his body. Because to be my student, you must develop a taste for victory. She hops into the pit, gets down on the ground, lock eyes with her rodent opponent, and goes after it. The BRIDE Practicing her Tiger/Crane combo Kung Fu. MORE wall.... At NIGHT punching the wall in front of her in her sleep. Trying to catch the rat to no avail. WHEN... A golden arrow kills the rat. She looks up and sees Pai Mei, golden bow in his hand, looking down on her. It's sundown. She stands, dusting herself off (she's dirty from the chase) and looks at her teacher. She picks her dead foe up from the earth, and removes the golden arrow. Then with the rat in her hand, she looks up to her teacher. THE BRIDE * I acknowledge defeat at the paws of this rat. However, I will not eat this filthy vermin. What I will do... (she RIPS the rat open like a pomegranate) ...is consume his victorious heart. (she snatches the tiny heart from the rodent's carcass. Holding it between her fingers.) But tomorrow, you kill a big bird. She POPS the tiny rat heart in her mouth, and begins to chew. Pai Mei looking down on her, says; PAI MEI * How does victory taste? THE BRIDE * Bitter. We do a Shaw Brothers ZOOM into a CU on Pai Mei, he gives an affirmative NOD and GRUNT. The BRIDE'S FIST goes through the wall. THE BRIDE (to herself) Wow! INT. PAI MEI'S PRIVATE BATHROOM - DAY Pai Mei splashing by himself in his huge bathtub, when he hears a noise. PAI MEI * Woman, is that you who disturbs my meditation? She answers from outside the door; THE BRIDE'S VOICE (O.S.) Yes, teacher. PAI MEI * Enter. She does, bowing to one knee. PAI MEI * What news do you find so worthy, as to disrupt my bath? THE BRIDE * I did it teacher. I put my fist through the wall. TIME CUT PAI MEI and the BRIDE looking at the hole in the wall. PAI MEI * Very good. Would you care to demonstrate? She moves in front of the wall.....Takes her position...Her right hand in a fist -- Locked and loaded into position.... With Her left hand she reaches out and touches the wall where she'll strike....Like she's transferring her energy into the wood...She removes her left hand...and...STRIKES! She hits it HARD, but her fist doesn't go through. Her eyes sneak a look at the old man, who wears no expression. THE BRIDE * I think you watching is making me nervous. PAI MEI * Not only that, it has you speaking before you were spoken to. Try again. She does. And when she does, she DOES it. CU PAI MEI he says in ENGLISH; PAI MEI Impressive. She immediately goes down to her knees; THE BRIDE * Thank you teacher -- He just as immediately, lifts her back up. PAI MEI * You still fight better than you speak. Finally, a woman who understands what's important.

THEN... He MOVES the wall one inch in front of her. PAI MEI * Begin again. Then the old man leaves to finish his bath. The blonde gal begins again....Fist against wood...no effect....starting all over. CUT TO: BACK TO COFFIN, SIX FEET UNDER PITCH BLACK -- The Flashlight Beam turns on. CU The BRIDE in Profile. Her breathing is normal. We can hear the soft beat of her heart inside the pine box. Her composure is back. Taking the flashlight, she Shines the beam on the lid above her....Along the line of the coffin's rim and the lid where many nails meet....Then down to her Red Cowboy Boots, bound by a leather belt around her. Raising her knees, as much as the coffin will allow, and wiggling her feet, she slips her bare feet our of the boots and the belt's binding...Then, using her bare feet, then her bound-at-the-wrist hands, to pass one of the boots up to her...When the red boot is in her grasp, she turns it upside down....The STRAIGHT RAZOR falls out. Opening the razor, she slices through the ropes that tie her wrists, till both hands are free. She positions the flashlight so its Beam Shines on the coffin lid. The lid's about an inch and a half from the tip of her nose, about three inches from her hand. THEN... AS COMBAT DRUMS BEGIN TO BEAT ON THE SOUNDTRACK, she begins to concentrate. Her eyes focus on the wood above her, her left hand reaches out, touches the pine, passing her energy to it... ...Her long, white fingers, ball up into a FIST.... ...and that FIST begins STRIKING the coffin lid above her. With each Strike she lets out a KARATE SCREAM... AGAIN... And AGAIN... Her FIST SMASHES into the wood, leaving BLOOD on the lid... AGAIN... And AGAIN... A crack in the lid... AGAIN... Dirt begins to sift through the cracks onto the Bride... AGAIN... More dirt... AGAIN... Even more dirt... AGAIN... THE LID SMASHES and dirt pours into the coffin like water... THEN... Through six feet of dirt, we watch, the Bride - DIG - CLIMB - SWIM - SPROUT - BURROW - trough the earth like a sprouting plant and a burrowing mole combined, clawing for surface air. EXT. PAULA SCHULTZ'S GRAVE - NIGHT A SHOT straight out of an Italian horror film. We see the tombstone of "PAULA SCHULTZ," and the mound of dirt over her grave. WHEN... The Bride's hand breaks the surface...then like one of Fulci's Zombies, Claws, Digs, and Pulls herself from mother earth's womb. Once extracted from her (almost) final resting place, she rolls over on her back, exhausted. She drinks in the night's air as if it were gulps of water. DIRT is in, on, and under every crack, crevice, and wrinkle on her body. SHE looks like a beautiful sculpture, made out of dirt. INT. DINER - NIGHT A Texas diner across the street from the graveyard. A YOUNG SODA JERK stands behind the counter, waiting for a customer, when he sees something approaching through the restaurant's big picture window that makes him look twice. SODA JERK'S POV: Through the picture window, we see the Bride, emerge from the Texas night, and walk towards the diner looking for all the world like a six-foot tall female version of the Peanuts character "PIG PEN." With each of her footfalls, a smaller mushroom cloud of dust comes off her. The dirty blonde, walks into the diner, sits on a stool at the counter directly across from the Soda Jerk, and says; THE BRIDE I'd like a glass of water. FADE TO BLACK. BLACK FRAME TITLE CARD: Chapter nine "ELLE and I" CUT TO: CU ELLE DRIVER Behind the wheel of a hot black and gold Trans Am, driving full out on top of the desert's surface. Spanish Rock coming out of her powerful speakers. EXT. DESERT BUDD'S CAMPER - DAY The car stops in front of Budd's camper. She shuts off the car and the radio. The camper door opens, Budd squints outside through the bright gold, hot desert morning, at the Tall Blonde Girl with one Good Eye. BUDD Want some breakfast? INT. BUDD'S CAMPER'S KITCHEN - DAY Budd and Elle in the tiny kitchen of Budd's tiny camper. Elle sits a the kitchen table, a black suitcase by her feet. Budd stands at a blender making them both breakfast margaritas, as he finishes

telling the tale of last night. ELLE ...So that's called a Texas funeral? BUDD Yep. ELLE I got to give it to ya Budd, that's a pretty fucked up way to die. What's the name on the grave she's buried under? BUDD Paula Schultz. Budd turns on the NOISY blender, as Elle writes down the name Paula Schultz on a small notepad, placing it back inside her pocket. As the blender MASHES ICE, Elle looks around and sees the Bride's Hanzo sword in its sheath, leaning up against the T.V. In the front room. Budd shuts the blender off. ELLE Can I look at the sword? BUDD That's my money in that black case, isn't it? ELLE Sure is. BUDD Well then, it's your sword now. The tall blonde girl steps into the living room, takes the Hanzo sword, and sits back down on the kitchen chair. She slowly removes the Japanese steel from its wood sheath. ELLE So this, is a Hattori Hanzo sword. Budd answers as he fills up two former peanut butter jars with breakfast margaritas. BUDD That's a Hanzo sword alright. ELLE Bill tells me you once had one of your own. Pause. BUDD Once. ELLE How does this one compare to that one? BUDD If you're gonna compare a Hanzo sword, you compare it to every sword ever made -- wasn't made by Hattori Hanzo. Here, wrap your lips around this. He hands her her margarita, she takes a sip. He takes a gulp. BUDD So, which "R" you filled with? ELLE What? BUDD They say the number one killer of old people is retirement. People got'em a job to do, they tend to live a little longer so they can do it. I've always figured warriors and their enemies share the same relationship. So now you ain't gonna hafta face your enemy on the battlefield no more, which "R" are you filled with, Relief or Regret? ELLE A little bit of both. BUDD Bullshit. I'm sure you do feel a little bit of both. But I know damn well you feel one more than you feel the other. The question was which one? Elle looks right at him with her eye, and says; ELLE Regret. BUDD Yeah you gotta hand it to the ol' girl. I never saw nobody buffalo Bill the way she buffaloed Bill. Bill useta think she was so damn smart. I tried to tell him... Bill, she's just smart for a blonde. He looks over at Elle and grins. Elle looks at him. ELLE Want your money? She gestures to the black suitcase by her feet. He smiles and lifts it up on the table, unzipping it open. Lying inside is a cool million, the thousand dollar bills are inside stacks of a hundred thousand each. At the sight of all this lettuce, Budd lets out a whistle. BUDD Great day in the morning. He lifts a stack out of the bag, then another, then another...and when he lifts the third stack out, he looks down and sees a BLACK MAMBA SNAKE coiled underneath. The Black Mamba opens its WIDE JAWS...and LEAPS RIGHT AT BUDD... ...STRIKING Budd in the face repeatedly in blurred succession (three times in the face, and once in the forearm). Budd topples out of the kitchen chair onto the floor, bundles of money fall with him. Elle takes a sip of her Margarita. The Black Mamba leaves Budd and goes under the refridgerator. Elle looks down, Budd lies on his back on the kitchen floor at her feet. His face is already grotesquely swollen and white as a sheet. The serpent's extraordinarily potent venom makes a full-frontal assault on the cowboys's nervous system. ELLE Oh, I'm sorry Budd, that was rude of me wasn't it? Budd -- I'd like to introduce my friend, The Black Mamba. (gesturing towards the refridgerator) Black Mamba -- this is Budd. You know before I picked up that little fella, I looked him up on the internet. (she removes her notepad from her pocket) Fascinating creature the Black Mamba. Listen to this, (reading from the notepad) "...In Africa, the saying goes, in the bush, an elephant can kill you. A leopard can kill you. And a Black Mamba can kill you. But only with the Mamba, and this has been true in Africa since the dawn of time, is death sure. Hence its handle; Death Incarnate." (looking up from the paper) Pretty cool, huh? (back to paper) "...Its neurotoxic venom is one of nature's most effective poisons, acting on the nervous system

causing paralysis. The venom of a Black Mamba can kill a human in four hours, if say bitten on the ankle or the thumb. However, a bite to the face or torso can bring death from paralysis within twenty minutes. (up from paper to Budd) Now you should listen to this cause this concerns you. (reading from the paper) The amount of venom that can be delivered from a single bit can be gargantuan. (looks up from paper) -- You know I've always liked that word Gargantuan, and I so rarely have an opportunity to use it in a sentence. (back to paper) "If not treated quickly with anti venom, 10 to 15 milligrams can be fatal to human beings. However, the Black Mamba can deliver as much as 100 to 400 milligrams of venom from a single bite." Elle finishes reading and puts the paper away. She looks down at Budd at her feet, going through all the symptoms she just described. ELLE Now in these last agonizing minutes of life you have left, let me answer the question you asked earlier, more thoroughly. When it comes to that bitch, I gotta lotta "R's" in me. Revenge is one. Retribution is another. Rivalry is definitely one. But I got another "R" for that bitch you might be surprised to find out. Respect. But right at this moment, the biggest "R" I feel, is Regret. Regret that maybe the greatest warrior I have ever met, met her end at the hands of a bushwhackin, scrub, alacky piece of shit like you. The woman deserved better. Budd, dying, watches from the floor as Elle takes out her cell phone and presses one button. The other party comes on the line, but we never hear their side. ELLE (into phone) Bill...Elle. I have some tragic news. (pause) Your brother's dead. (pause) I'm sorry baby. Budd tries to make a sound from the floor, Elle calmly places her foot over his mouth. ELLE (CONT'D) She put a Black Mamba in his camper. (pause) I got her, sweety. (pause) She's dead. (pause) Let me put it this way. If you ever start feeling sentimental, go to Austin, Texas. When you get here, walk into a florist and buy a bunch of flowers. Then you take those flowers to Huntington cemetery on Fuller and Guadalupe, look for the headstone marked "Paula Schultz", then lay them on the grave. Because you will be standing at the final resting place of BEATRIX KIDDO. WE FLASH ON The BRIDE'S DRIVER'S LICENSE (the real one), with both her picture and the name, BEATRIX KIDDO. Yes, that's her real name. FLASH ON CLASSROOM of 1st Graders on the first day of class. A 1st GRADE TEACHER reads roll call; 1ST GRADE TEACHER Melanie Harrhouse. WE WHIP PAN ACROSS A bunch of kids to an EX CU of 1st grader MELANIE HARRHOUSE. MELANIE Here. 1ST GRADE TEACHER Beatrix Kiddo. WHIP PAN TO AN EX CU OF The grown-up BRIDE, THE BRIDE Here. BACK TO ELLE ON PHONE ELLE I'm so sorry baby. --Look, I can get there in about four hours, should I come over? (pause) No no no no no, you need me baby. I'm there. (pause) Okay, I'm leaving now, go smoke some pot or something. I'll be there soon. She hangs up the cell phone, and looks down at the dead man under her shoe. Picking up the Hanzo sword, she climbs down on the floor on her hands and knees to pick up the fallen money. CU The BLACK MAMBA out from under the refrigerator, behind Elle... Elle senses it. And slowly turns her head to look back.. Both Black Mamba and Elle Driver LOCK EYES... ZOOM INTO BOTH CU's tighter and tighter, till Elle says; ELLE Bring it on, bitch. The viper known as death incarnate, LEAPS at Elle. Elle flicks her wrist slightly. She doesn't even swing the blade. She just holds it. The snake's head touches it, and is immediately SEPARATED from its body. ELLE'S EYES look down at the Japanese steel in her hand. HANZO BLADE a smidgen of crimson blood is on the silver steel. ELLE Now that's what I call sharp. EXT. BUDD'S CAMPER - DAY Elle exits the camper with both the sword and the black suitcase in her hand. She climbs into her gold and black Trans Am, starts up the engine, turns on the radio.... WHEN... ...she thinks she hears something...she looks out her driver's side car door window... ELLE'S POV: The dirty BLONDE BRIDE

behind the wheel of her new, enormous red pickup truck, HEADING RIGHT FOR HER... CU The BRIDE behind the wheel, HEADING RIGHT FOR HER...VEGEANCE THEME PLAYS ON SOUNDTRACK. CU ELLE her jaw drops open. She's gobsmacked. Not only does she see the dead walk, she sees the dead behind two tons of metal coming at her at 100 MPH... CRASH The Red Pickup T-BONES the Trans Am, the gold and black car FLIES through the air, then ROLLS OVER AND OVER about five times in the desert sand and dirt...ending upside down. The dirty blonde looks out her windshield at the wreckage of the black and gold sports car. A smile with the slightest hint of satisfaction, spreads across her face. She hops out of the truck and into Budd's camper. INT. BUDD'S CAMPER - DAY As she walks through the door, Budd's dead, swollen body greets her. As does her serpent namesake, dead on the floor from decapitation. She begins searching the camper, quickly, for something in particular. We don't have the slightest clue what it could be. FLASH ON EX CU The BRIDE'S EYE - Watching. The BRIDE'S POV: Budd's camper, seen from up high looking down. The BRIDE searching the camper. FLASH ON EX CU Her EYE. The BRIDE'S POV: Budd's camper, Budd exits by himself. The BRIDE searching the camper. FLASH ON EX CU The BRIDE'S EYE. The BRIDE'S POV: She watches from a high perch, Budd practicing with a ... SAMURAI SWORD. The BRIDE searching under his bed, she sees a sword on the floor, resting in a shiny, black wood mahagony sheath. She removes it from its hiding place. WOOD SHEATH Its one of Hanzo's sheaths. She opens it. It is a Hanzo sword. Near the handle, etched in the steel, are the English words; "To My Brother Budd, The Only Man I Ever Loved, from Bill." She closes the sheath, this will do. She sees a pair of cowboy boots. Picks one up and places the sole of the boot against the sole of her foot. Her feet and this man's boot are around the same size. She slips her dirty feet in them. She's good to go. EXT. DESERT Elle crawls from the wreckage of the Trans Am, holding the Hanzo sword, looking like she's just been in a car wreck. A cut on her head makes blood run down the side of her face. Luckily for her, not the side with the good eye. The camper door swings open. The Bride emerges from Budd's home, looking like a Barbie doll that's been dug up after ten years buried in the backyard, carrying a Hanzo sword. Every footfall creating a cloud of dust. The two women, each carrying a samurai sword, face each other in showdown position. A shark smile spreads across Elle's face. ELLE Bravo, Bea. I actually thought that alacky had got the best of you. THE BRIDE You thought wrong. The Bride unsheaths her sword with great flourish. Elle does the same. ELLE (referring to the sword) What's that? THE BRIDE Budd's Hanzo sword. ELLE He said he pawned it. THE BRIDE Guess that makes him a liar, don't it? Without raising their swords into position, the two blonde warriors circle each other. THE BRIDE (question) Elle? ELLE (answer) Bea. THE BRIDE I was wondering, just 'tween us girls, what did you say to Pai Mei for him to snatch out your eye? FLASHBACK - SPAGHETTI WESTERN STYLE of Pai Mei SNATCHING out Elle's eye with his Eagle's Claw. ELLE I called him a bastard. THE BRIDE Oooh, not so good. ELLE Were I to do it over again, I'd bite my tongue. THE BRIDE One more question? ELLE Shoot. THE BRIDE Where's Bill? ELLE Villa Quatro. THE BRIDE Gulf of Mexico? Elle nods her head 'yes.' THE BRIDE You wouldn't lie to me now? ELLE Why lie? Elle raises up The Bride's Hanzo sword into position. The Bride raises up her sword. THE BRIDE I saw what you did to that little Mamba in there. Want to try that on somebody your own size? ELLE I intend to. The Bride completely drops her sword stance and her samurai bearing. THE BRIDE Oh Elle, I should warn you before we get started. Hattori Hanzo swords are extremely sharp. They can take a little getting used to. Careful not to cut your own arm off. ELLE I don't rattle, bitch! The Bride brings her sword back into combat position. THE BRIDE You're gonna bleed though,

you're gonna bleed a lot. THEN... SPAGHETTI WESTERN MUSIC EXPLODES ON THE SOUNDTRACK. The two blonde warriors....swords in position...no longer circle each other....but instead move forward...closer and closer to each other....one baby step at a time... CU OF GIRLS. EX CU'S OF: Their separate GRIPS on the SWORD'S HANDLE. Their FEET moving closer. The Bride's eye. Elle's eye. The Tips of each other's Blade. Their Blonde Hair. As the Operatic Spaghetti Western Music Builds to a crescendo...we CUT BACK AND FORTH between CU's of the two women that get TIGHTER AND TIGHTER as we ZOOM in CLOSER and CLOSER....UNTIL...We reach the THEME'S CLIMAX.... Both women let loose with a Samurai Grunt and Swing. EX CU: TWO SILVER BLADES CLASH. EX CU: BLONDE HAIR WHIPPING. EX CU: TWO SILVER BLADES CLASH AGAIN. TWO SHOT: The TWO WOMEN WARRIORS stand their ground, STRIKING and DEFENDING...When they stop, no one's been touched. The TWO WOMEN - Swords in attack position - stare across to the other one, as they prepare for their next attack... Now they begin to circle again. CU THEIR FEET making a circular walk. They ATTACK... EX CU BLADES MEET -- However this time we don't know who's on the left or the right. One Blade maneuvers around the other. EX EX CU: of TIP OF BLADE SLICING OPEN SKIN, about a quarter of an inch. It looks like a scalpel cut. No blood. Just skin separating. We don't know who's cut. The TWO WOMEN stand and face each other. Neither knows if it's them who has been struck. Neither woman bleeds. We feel a count of...One Mississippi... EX CU: ONE SILVER BLADE, clean as a whistle. EX CU: ONE SILVER BLADE with a smudge of CRIMSON BLOOD on its TIP. We feel a count of Two Mississippi... ELLE, BLOOD begins to PROJECTILE SPRAY out of a slice in Elle's neck only a quarter of an inch long. The Blood does not exit the neck as liquid but as a FINE RED MIST, like that of an aerosol can, we even HEAR the slight SPRAY WHISTLE. Elle feels nothing. She turns her eyes towards the sound of the spray, and sees the blood escaping her like air from a balloon. She lifts her hand and places it in the path of the spray, it's immediately BATHED IN RED. Elle drops the Bride's sword. As her blood continues to escape, both women look across each other. The effect is that Elle Driver is a balloon and her life is escaping before both their very eyes. And now looking across at each other, the two women see the other for the first time, not as adversaries, or opponents, or as rivals, or as bitches...but as sisters. Elle no longer has enough life in her to stand up...She falls to her knees in front of The Bride.... ...then as she dies, she leans the side of her head against The Bride's standing body. Her blood runs down The Bride's leg. As she passes on, Elle gently wraps her arms around the Bride's leg. The Bride's hands go down to Elle's long blonde hair, and begins gently stroking it, easing her pain as she expires. Only in death do they find the sisterhood that could have been theirs. WIDE SHOT The Bride standing, Elle on her knees, the desert surrounds them. The BRIDE putting a shovel down. WIDE SHOT The Bride has finished burying Elle. She sticks a jerry rigged wood cross in the ground as a marker. Then using her sog; WOODEN CROSS carves the name "L. DRIVER" on the cross. Then drives away in the big red pickup. SPAGHETTI WESTERN MUSIC ENDS FADE TO BLACK. BLACK FRAME TITLE APPEARS: Final chapter "The blood-splattered BRIDE" INT. BILL'S HACIENDA - DAY Bill on the patio of his beautiful hacienda home (named Villa Quatro) located on the beach in Mexico. At the moment Bill partaking of his current hobby......Flower Arranging. With his hands among various flowers of BRIGHT COLORS, he sorts and prunes a very pretty arrangement. EX CU the BRIDE'S EYE ....watching.... Bill's Mexican housekeeper, JOSEPHINA, appears on the patio. JOSEPHINA Mr. Bill, you wanted me to tell you to leave now. BILL (finishing up) Yes, I got to go and meet the Duchess. (referring to the flowers) Do you like it? JOSEPHINA Oh yes Mr. Bill, it's very pretty. BILL Why don't you put it on the

dinner table, so we can enjoy it tonight. JOSEPHINA (she takes it) Good idea, she'll love it. As he heads out the patio, he tells her; BILL Oh and Josephina, take the remaining flowers and spread them around the house, if you would. JOSEPHINA Yes, Mr. Bill. He exits the patio, then turns around and pops his head back in. BILL You know I just had a great idea. Take the roses, and spread the petals on the bed I just got for her. That'd be a nice thing to come home to, wouldn't it, a bed of roses. JOSEPHINA Oh, she'll love that Mr. Bill. BILL You wouldn't mind doing that for me, would you Josephina? JOSEPHINA No, not at all. FLASH ON EX CU The BRIDE'S EYE ....watching.... We follow behind Bill as he moves through his house...He slips on his jacket...Grabs his keys...TWO energetic GERMAN SHEPHERDS follow him out the front door onto his driveway. On his way to his silver Porsche, he roughhouse plays with the dogs, speaking to them in Spanish. When he gets to the sports-car, the dogs won't leave him alone, and one jumps on the Porsche. He yells at it in Spanish; BILL (SPANISH) Get the fuck off the car, Lucy, Lucy, down! FLASH ON EX CU The BRIDE'S EYE ...watching... The gates in front of Bill's Hacienda home open, and his silver Porsche hits the streets running. FLASH ON EX CU The Bride ...watching... A SUSPENSE THEME PLAYS OVER THE SHOTS of The Bride's Eye every time we cut to it. Over the SHOTS OF BILL DRIVING we hear a SPANISH TRAGIC LOVE BALLAD, coming from the car radio. BILL driving his convertible as the beach WHIZZES by in the background. The Bride's eye. Dirt Road, lined by greener than green trees, the Porsche kicks up dirt ZOOMING down it. CU BILL driving as the Spanish love song plays. The Bride's eye. A striking but antiseptic-looking INSTITUTION of some sort, surrounded by the beautiful foliage of Mexico. Bill's silver Porsche drives up its driveway. The Bride's eye. INT. INSTITUTION The institution is not Spanish in style, but on the contrary it's a clinical new-age box-like structure made up of clear glass doors and walls and the color beige. Bill walks through the glass doors, to a lone Asian FEMALE RECEPTIONIST, her desk is the only furniture in the lobby. In JAPANESE he explains to her his reason for being there. EX CU The BRIDE'S EYE ...watching...we now leave any shot of Bill not from the Bride's perspective. The SUSPENSE THEME is STRETCHED TIGHTER and TIGHTER as we look through the Bride's POV and listen to her VO; THE BRIDE (V.O.) The attentive audience members among you will have probably noticed, that all my kills have been straight up fights. The Bride's POV: The Glass-enclosed Institution, and Bill standing by himself in the empty lobby. THE BRIDE (V.O.) Y'all figured I'd face him with my Hanzo sword, aye? Well, I figured Bill figured the same thing. I am the product of three godfathers. Bill, Pai Mei, and Hattori Hanzo. Different teachers teach you different things. But one thing I learned from all three, was "in combat, the opponent that does the unexpected, can usually expect to be the victor." Bill would never see this coming. Not from me. And least any of you judge me a bushwhacker, remember...It was Bill who taught me how to shoot. As the Bride has said these things, WE'VE seen INSERTS of her putting together her high-powered scope rifle. Snapping on the scope sight. Setting the FOCUS through the CROSSHAIRS. Loading the heavy-duty AMMO. Curling her long white finger around the rifle's TRIGGER. SCOPE SIGHT POV: Bill's head in between the Crosshairs. SUSPENSE THEME is STRETCHED TIGHTER STILL...it will soon break. WIDE SHOT looking through the Institution's glass wall. The elevator in the lobby opens...and A LITTLE GIRL steps out, and runs into Bill's arms. A LITTLE GIRL about five years old. A FIVE-YEAR OLD LITTLE GIRL with blonde hair. Bill picks up the Little Girl and lifts her HEAD into the CROSSHAIRS of the SCOPE SIGHT. SUSPENSE THEME SNAPS into an OPERATIC WAIL... EX CU: The Bride's finger, pops off the trigger. EX CU: The Bride's eye, A HUGE TEAR FALLS OUT...We move out of the eyeball,

into a MEDIUM CU of The Bride, tears falling down her face...She can't believe what she's looking at...that's her daughter...She's alive... Her REMEMBERING THEME PLAYS... FLASH ON The Bride remembering, while she was in her wide-eyed coma state, lying on an operating table, as DOCTORS AND NURSES performed a Cesarean childbirth on her. The NEWBORN INFANT is passed to other hands above her wide-eyed unblinking expressionless face. CU of The BRIDE In one moment, Bill has managed to suddenly change the game. EXT. LONG LONG LONG EMPTY ROAD IN MEXICO - DAY Silence, except for a few birds. THEN... WE HEAR the Roaring of an Engine, and the Silver Porsche WHIZZES into FRAME. INT. PORSCHE (MOVING) - DAY Bill behind the wheel, his little girl asleep in the passenger seat. He sees something ahead. A convertible Volkswagen Karman Ghia enters the road heading in the opposite direction. It's a long long long way off, but it will get closer every second. Bill senses something about this automobile, and throws a glance at his sleeping child. His cell phone RINGS, he answers it. BILL Hola. INT. THE BRIDE'S CAR (MOVING) - DAY The Bride behind the wheel of the convertible, her long blonde hair whipping in the wind, talks to Bill for the first time in five years and six months. THE BRIDE Hello Bill. BILL Kiddo, is that really you? THE BRIDE Oh, it's me all right. BILL I hear you were driving a truck? THE BRIDE My pussy wagon died on me. Who's your little friend? He glances down at the sleeping child. BILL Oh, you mean the little tow head next to me, who looks extraordinarily like you? THE BRIDE Yeah, that one. BILL Her name is B.B. The Bride gets choked up again, emotion betrays her voice. THE BRIDE B.B.? BILL Yes. Do you approve? She wipes her eyes. Her hand moves under her shirt, fingertips rest on scar. THE BRIDE Yes. Can she hear us? BILL Not now, she's in dream land. THE BRIDE How old is she? BILL What do you mean by that? THE BRIDE How many years has she been alive? BILL Don't ask how old she is, ask, if she's five. THE BRIDE Is she five? BILL Aren't mothers like God, aren't you supposed to automatically know? THE BRIDE I did and I do. (pause) I want to meet her. BILL Have dinner with us at my hacienda tonight. She's expecting you. THE BRIDE What do you mean? BILL I knew you were on your way, so I told B.B. Her mommy was coming to see her. THE BRIDE (confused) What have you told her about me? BILL That you were sick, that you were asleep, but one day you'd wake up and come back to her. And she asked me, "If Mommy's been asleep since I was born, how will she know what I look like?" To which I replied, "Because Mommy's been dreaming of you." And she said, "Then I'm gonna start dreaming of her." So I gave her a picture of you -- THE BRIDE -- which one? BILL The one I took of you in Paris, sitting on the steps with the baguette in your hand. Since she was one and a half years old, she's slept with that picture of you next to her bed. The EXACT PHOTO DISSOLVES OVER The Bride's face, then DISSOLVES AWAY. THE BRIDE You know, prettier photos of me do exist. BILL And she's seen them. But the one she wants looking after her while she sleeps is the one of you holding bread. (pause) We normally have dinner around seven, is that convenient? THE BRIDE Yes. Pause....The cars get closer... THE BRIDE When do we cross swords? BILL Well, it just so happens, my hacienda comes with its very own private beach. And my private beach, just so happens to look particularly beautiful bathed in moonlight. And there just so happens to be a full moon out tonight. So, swordfighter, if you want to sword fight, that's where I suggest. But if you wanna be old school about it - then we can wait till dawn, and slice each other up at sunrise, like a couple real life honest to goodness samurais. As per usual Kiddo, I'll leave the big decisions up to you. The cars will soon pass... THE BRIDE Do me a courtesy? BILL Anything. THE BRIDE Slow down as we pass...I want another look at her. BILL Wear something nice tonight? THE BRIDE I have a dress all picked out. BILL Will I

like it? THE BRIDE You said I looked beautiful last time you saw me in it. BILL I'll dress up too. His foot moves off the gas, slowing the car; her foot does the same. The cars in SLOW MOTION start to pass. The Bride looks into the other car. We ZOOM past Bill to the little girl in the passenger seat. We go ONE FRAME AT A TIME till the car moves past us, to Bill holding a pistol with a large silencer pointing right at our face. He FIRES. It emits only a tiny PHOOF. The Bride throws herself across the passenger seat as the driver's side window EXPLODES over her head. The two cars pass each other. The Bride straightens herself in the driver's seat. She looks in the rearview as Bill and her daughter drive away. Grabbing the cell phone she screams in it; THE BRIDE You fucking maricone! Bill on his cell, eyes on rearview. BILL Now you just wait one second there little missy. Unless I'm confused, we are trying to kill each other aren't we? Now I wasn't planning on taking a shot at you in front of the squirt, but, she is asleep. And if you're gonna forget everything I ever taught you, and gawk like you ain't got good sense, I'm gonna take a shot, am I not? THE BRIDE Did she wake up? BILL Of course not. She's like you that way. I look forward to this evening. It was great speaking with you, Bea. He hangs up. INT. WHERE HATTORI HANZO SLEEPS - JAPAN - NIGHT Hattori Hanzo lies sleeping on his mat... WHEN... His phone wakes him up in the middle of the night...He hurriedly answers it. HANZO (JAPANESE) (in phone; groggy) Hello.... INT. MEXICO HOTEL - DAY The Bride's on the phone, calling Japan, in tears. THE BRIDE (ENGLISH) Hattori! HANZO (ENGLISH) Beatrix, what's wrong? THE BRIDE (ENGLISH) She's alive! My baby girl's alive! CUT TO: INT. THE BRIDE DRIVING TO BILL'S VILLA The same shot we saw during the opening credits. She's dressed in a white bridal gown, the exact replica of the one she was bushwhacked in. Over her CU we DISSOLVE TO A CU OF HANZO talking to her earlier on the phone. HANZO (JAPANESE) Half of Bill's strength, lies in his talent for the unexpected. If you intend to vanquish this man, and claim your daughter, you must not only expect the unexpected. You must do the unexpected. WE DISSOLVE BACK to The Bride. We see the same shots as before of The Bride driving up to Bill's villa, through his iron gates, and parking by his front door. We see TWO BLACK-SUITED MALE SATELLITES approach her. Now comes the new stuff. She climbs out of her vehicle, goes to the back, opens the boot, and removes her MOSSBERG PUMP ACTION SHOTGUN. The two satellites freeze... She SLIDES THE PUMP once, and FIRES. ONE is BLOWN APART by the blast. She SLIDES THE PUMP a second time...BLAST. TWO buys the farm. She slides the PUMP again... ...and BLASTS the front door, kicking it open and stepping inside. INT. BILL'S VILLA - NIGHT ANOTHER BLACK-SUITED SATELLITE hurries down the stairs, reaching for his weapon... She FIRES the shotgun into his kneecap... He TUMBLES down the stairs landing at her feet. She points the shotgun straight down at his face. THE BRIDE Hello Manny. She FIRES...Then moves further into the house. Apparently, this is the do-the-unexpected part of her plan. Fuck the charade, storm the camp, kill everyone she comes across, send Bill to hell, scoop up her daughter, and head for parts unknown. So far, so good. She enters the butcher block kitchen, and finds Bill's cook and housekeeper, Josephina. Josephina stares at the shotgun barrel pointed at her. THE BRIDE Hello Josephina. JOSEPHINA Hello Miss Beatrix. She grabs the housekeeper, and shoves her into the kitchen pantry. THE BRIDE Stay in here and don't come out. If you leave this room I'll shoot you, comprende? JOSEPHINA Yes. She closes the pantry door, and moves into the hallway leading to the living room. With her back against the wall, holding her weapon tight, she moves down the hall. As she creeps, an unseen Bill yells to her from around the corner. BILL'S VOICE (O.S.) Kiddo! If you're through shooting the servants, I'm in the living room. You remember how to get to the living

room, don'tcha? Go down to the end of the hall, and make a left. Back against the wall she creeps down the hall to the end. She pumps the slide, and TURNS THE CORNER - SHOTGUN RAISED - READY TO FIRE... WHEN... EX CU The BRIDE'S EYES - blink once. EX CU HER FINGER comes off the trigger. What the Bride sees in front of her is, Bill in a tuxedo, holding a small, orange squirt gun pointed at her. Standing next to him is five-year-old little B.B., dressed up in a very pretty party dress, arm outstretched holding a orange squirt gun, aimed at The Bride. The three look at each other for a moment, then Bill says; BILL (loudly) Bang Bang! Then he suddenly clutches his abdomen like he's just been shot. BILL Oh B.B., Mommy got us. B.B. lowers her gun and plays out a big dying scene alongside her dad...Bill falls to the floor. BILL Oh, I'm dying...I'm dying... B.B. parrots this. B.B. Oh, I'm dying...I'm dying... Bill on the floor, says up to his little girl; BILL Fall down sweetheart, Mommy shot you. The little girl falls down pretend dead. The Bride, still absentmindedly pointing her weapon at them, is truly thrown. Bill delivers his lines from the floor, spoken like a dying breath; BILL You did it Quick Draw Kiddo. You are-the fastest. And with these last words, pretends to die. But then while pretending to be dead, he speaks in a dramatic narrator's voice. BILL But...little did Quick Draw Kiddo know,...that five-year-old B.B. Gunn was only playing possum, due to the fact she was impervious to bullets. B.B. raises her head off the floor and says; B.B. (to Mommy) I'm impervious to bullets, Mommy. BILL (to B.B.) Hey, get back down there, you're playing possum. The little girl's head drops back down. Bill continues his dramatic narration; BILL So, as the smirking killer approached, what she thought, was a bullet-ridden corpse,...that's when the little B.B. Gunn fired. B.B. springs up holding her tiny orange squirt gun and says; B.B. Bang bang! The Bride continues watching in gobsmackery. Bill raises his head off the floor, and says to her in his normal voice; BILL Mommy, you're dead - so die. The Bride shakes off her confusion, and acts out a big death scene fo her little girl. THE BRIDE Oh, B.B., you got me. I should have known, you are the best. She falls to the floor and pretends to die. The little girl in her party dress, runs over to the big girl in her wedding dress, and kneels over her mommy. Mommy opens her eyes. B.B. Don't die Mommy, I was just playing. From the floor, looking up at her daughter, she speaks to her for the first time. MOMMY I know baby. They embrace each other. B.B. I waited a long time for you to wake up, Mommy. Did you dream of me - I dreamed of you? The female killer says to her daughter as mommieness begins to creep into her voice; THE BRIDE Every single night, baby. She holds her daughter out at arm's length to get a better look at her. THE BRIDE Now let me look at you. My my my... What a pretty girl you are. B.B. You're pretty too, Mommy. B.B. starts stroking her mother's long blonde hair. THE BRIDE Thank you. All of a sudden, Bill has joined them on the floor. BILL When I showed you Mommy's picture, tell Mommy what you said. The little girl gets shy. BILL C'mon shy girl, you know what you said, tell Mommy, it'll make her fell good. As she strokes her long blonde hair, little B.B. says; B.B. I said - I said - You're the most beautiful woman I ever saw in the whole white world. BILL That's the truth. That's what she said. B.B. points to Manny's blood, which splashed a little on the Bride's wedding gown. B.B. What's that? MOMMY Oh, Mommy spilled something on her dress. B.B. Blood? MOMMY No. Kool-Aid. Do you like Kool-Aid? B.B. No. BILL Do you not like it, or do you not know what it is? Parroting Bill; B.B. I do not know what it is. MOMMY Well, it's a very tasty beverage that I used to drink, when I was a little girl. It comes in a lot of different flavors and colors, and it's really good. Maybe we should fix some sometime. Want to do that? The little girl gives a big nod, yes. BILL Speaking of fixing

and drinking and eating, I think it's dinner time don't you? B.B. does an exaggerated nod, yes. BILL (to Mommy) When you were doin all that fancy shootin, you didn't happen to shoot a nice Mexican woman about forty five years old, did ya? MOMMY No. BILL (wiping imaginary sweat off his brow) Whew, then dinner should be done. (shouting to the other room) Josephina! You can come out now, we're ready for dinner. JOSEPHINA (O.S.) Yes, Mr. Bill. He offers his hand to Mommy, and helps her to her feet. Then says to B.B.; BILL Want to go on top of the world? She says excitedly; B.B. Yeah! He scoops the little girl up, puts her on his shoulders, and as the mommy and the daddy and their little girl walk through the house towards the dinner table, Bill and B.B. Sing The Carpenter's song, "Top Of The World." It's obviously one of their songs. INT. DINNER ROOM - NIGHT The dining room of Bill's house. The family, mother father and daughter, sit at the dinner table eating. BILL B.B., don't you think Mommy has the prettiest hair in the whole wide world? B.B. Yes I do. BILL In fact it's better than pretty. What's better than pretty? B.B. Gorgeous. BILL Very good, gorgeous. Mommy is gorgeous. The Bride shows no sign of thawing around Bill. BILL You know baby, Mommy's kinda mad at Daddy. B.B. Why? Where you a bad daddy? BILL I'm afraid I was. I was a real bad daddy. (to Mommy) Our little girl learned about life and death the other day. (to B.B.) You want to tell Mommy about what happened to Emilio? B.B. I killed him. I didn't mean to, but I stepped on him and he stopped moving. BILL Emilio was her goldfish. She came running into my room holding the fish in her hand, crying, "Daddy daddy, Emilio's dead." And I said, "Really, that's so sad. How did he die?" And what did you say? B.B. I stepped on him. BILL Actually young lady, the words you so strategically used were, "I accidentally stepped on him." Right? B.B. Yeah. BILL To which I queried, "And just how did your foot accidentally find its way into Emilio's fishbowl?" And she told me no no no, Emilio was on the carpet when she stepped on him. (beat) Hummmmmm, the plot thickens. And just how did Emilio get on the carpet? And Mommy, you would have been real proud of her, because she didn't lie. She said she took Emilio out of his bowl, and put him on the carpet. And what was Emilio doing on the carpet, baby? B.B. He was -- flapping. BILL And then you stomped on him? B.B. Uh-huh. BILL And when you lifted your foot up, what was Emilio doing then? B.B. Nothing. BILL He stopped flapping, didn't he? B.B. Uh-huh. BILL And you knew what that meant, didn't you? B.B. Uh-huh. BILL What did that mean? B.B. He was dead. BILL (to Mommy) She told me later, that the second she lifted up her foot and saw him not flapping, she knew he was dead. Is that not the perfect visual image of life and death? A fish flapping on the carpet, and a fish not flapping on the carpet. So powerful even a five-year old child with no concept of life and death knew what it meant. Not only did she know Emilio was dead, she knew she had killed him. So she comes running into my room, holding Emilio in both of her little hands - it was so cute - and she wanted me to make Emilio better. And I asked her, why did she step on Emilio? And she said, she didn't know. But I knew why. You didn't mean to hurt Emilio, you just wanted to see what would happen if you stepped on him, right? B.B. Uh-huh. BILL And what happens when you stomp on Emilio, is you kill him. And you discovered that, didn't you? B.B. Uh-huh. BILL So we drove down to the beach, had a little funeral, and gave Emilio a burial at sea. And right now I'm sure he's happy as can be, swimmin around in fish heaven. But the point being, our child learned two very important lessons. One, about life and death. The other, somethings once you do, they can't be undone. I knew just how she felt (to B.B.) You loved Emilio, didn't you? B.B. Uh-huh. BILL Well sweety, I love Mommy, but I did to Mommy what you did to Emilio. B.B. You stomped on Mommy? BILL Worse. (making his finger a gun) I

shot Mommy. Not pretend shoot, like we were just doing. I shot her for real. B.B. Why? BILL I don't know. B.B. Did you want to see what would happen? BILL No, I knew what would happen to Mommy if I shot her. What I didn't know, is when I shot Mommy, what would happen to me. B.B. What happened? BILL I was very sad. And that was when I learned, somethings once you do, they can never be undone. B.B. What happened to Mommy? BILL Why don't you ask Mommy. B.B. Are you okay Mommy. Does it hurt? BILL No sweety, it doesn't hurt anymore. B.B. Did it make you sick? MOMMY It put me to sleep. That's why I haven't been with you B.B., I've been asleep. B.B. But you're awake now, right? MOMMY I'm wide awake, pretty girl. EXT. PORCH - DAWN Bill sits on the steps of his porch in the back of the house drinking a glass of red wine. The steps lead to the beach and the sea. Beatrix steps out onto the porch, and sits down on the steps across from him. Between them the dawn sky breaks. BILL Did she go to sleep easy? THE BRIDE It took her a little bit. She was excited. She's quite the little chatterbox. BILL Well, if she doesn't like you, you got to kill her to say hello. But if she likes you, you can't shut her up. She's a chip off the ole blonde in that regards. He holds up the bottle of vino. BILL Red wine? She shakes her blonde head, no. BILL C'mon, Bea, you're a whole lot more fun with a couple glasses of wine in ya. She gives him a look. BILL (pointing towards the beach) We're going to go out there and have at it, aren't we? She shakes her blonde head, yes. BILL Well, I've already had a glass. So unless you want to win by an unfair advantage, you should have a glass of wine. So we're both on the same footing wine wise. She holds out the empty glass, and he fills it with red. BILL You know, there's an old man down here, his name is Esteban Viharo. He was a pimp. I knew him when I was a child. He was a friend of my mother's. I told him about you. When I showed him your picture he smiles and said; (imitating his accent) "Yesss, I see the attraction." He told me a story about taking me to the movies when I was five. It was a movie which had Lana Turner in it. And whenever she would appear on screen, he said I would stick my thumb in my mouth and suck it, to an obscure amount. And he knew right then, this boy will be a fool for blondes. THE BRIDE Who would of ever thought you'd be such a good father? BILL Well not you, that's for damn sure. She gives him another look. THE BRIDE Must we have to endure your little zingers? BILL No we mustn't. But if you're going to say sentences like that, in the future, I will resist the temptation. THE BRIDE Baby, you don't have a future. Bill drinks some wine. BILL I sent you to L.A. and you never came back. I thought you'd been killed. Do you know how cruel it is to make someone think someone they love is dead? I mourned you. Then in the third month of my mourning, I track you down. I wasn't trying to track you down, I was trying to track down - the fucking assholes - who I thought killed you. And when I find you, what to I find? Not only are you not dead, you're getting married - to some fuckin jerk - and you're pregnant? How do you expect me to react? THE BRIDE Why do you think I hid? BILL Why did you leave in the first place? You have cold eyes towards me now. I understand their temperature, but they were warm the second to the last time I saw them, or was that just my imagination? THE BRIDE No. The Bride decides to tell all. As she tells this story, parts will be shown on the screen. To give herself a running start with the story she starts it off in Japanese; THE BRIDE (JAPANESE) You sent me to L.A. to kill that lady scoundrel, Lisa Wong. Bill interrupts her. BILL (ENGLISH) You are you talking in Japanese? The Bride explodes; THE BRIDE (ENGLISH) What the hell do you care what I talk in? Don't you know when to keep your mouth shut? I'm trying to tell you what you want to know, if you'll just shut up and listen and stop talking! Now may I continue? BILL You're right, I'm wrong, continue. THE BRIDE The

morning I left, I threw up. I don't feel like speaking in Japanese anymore - on the plane, I threw up. When I got to my hotel, I threw up. So naturally I started thinking, maybe I might be pregnant. So I bought one of those home pregnancy kits. Went back to my room and took the test. The little strip said blue. I was going to have a baby. I tried to call you, but you weren't there, so I just thought I'd call back later. BILL But you never did. THE BRIDE - Would you shut up, I'm trying to tell you how I feel. BILL My apologies, please continue. THE BRIDE So I just figured I'd call you back later. I was just so happy, I put on music and danced by myself in the hotel suite, holding my little blue strip. What I didn't know, was at some leg of my journey, I was spotted. With me in Los Angeles it didn't take Lisa Wong long to figure out someone put a hit out on her. So she sent an assassin of her own to kill me in my hotel room. As I was dancing in euphoria, the killer came down the hall. There's a knock on the hotel room door. The Bride stops dancing and goes to the door's peephole. PEEPHOLE POV: A pretty KOREAN WOMAN in the blazer and skirt outfit of a hotel manager. She's holding a basket of flowers. The Bride says through the door; THE BRIDE Hello, can I help you? HOTEL WOMAN Hello, I'm Karen Kim, I'm the hospitality manager of the hotel. I have a welcome gift from the management. Seeing it through the peephole. THE BRIDE Oh, it's beautiful. But I'm kinda busy at this second, could you possibly come back later? As she talks, she accidentally drops the blue strip, she bends down to pick it up... WHEN... A SHOTGUN BLAST BLOWS A HOLE in the door, right where the bent over woman was previously standing. Karen kicks open the door, Pump Action Shotgun in hand. The Bride's on her back, on the floor below her. Karen aims the shotgun down at her. With her foot, The Bride kicks the front door. It SLAMS BACK HITTING Karen in the face. The Bride scrambles to her feet, running for cover. Karen pushes the door aside, steps into the room, and FIRES the shotgun The Bride's way. The Bride DIVES out of the way. The BLAST DESTROYS the side of the room it HITS. The Bride comes up from the floor with her SOG in her hand, and THROWS IT across the room at Karen... Karen BLOCKS the thrown knife with her shotgun. The blade sticking in the weapon's wooden stock. She removes the knife, and drops it to the floor. The Bride is a sitting duck. There's nothing she can do except wait to get shot. KAREN So you came here to kill Lisa Wong, huh? Well that's my sister, bitch. I'm Karen Wong, and I've come here to kill you. She raises the shotgun, and takes aim at The Bride... THE BRIDE Wait a second! Karen stops. THE BRIDE Yes, I'm an assassin. Yes I did come here to kill your sister. But I'm not gonna do that now. KAREN Oh, I know you're not -- THE BRIDE - listen to me! I just found out, right now - not two minutes before you blew a hole in the door, I'm pregnant. Karen looks at her, "what?". THE BRIDE On that table is the home pregnancy kit. On the floor by the door is the strip that says I'm pregnant. I'm telling you the truth, I don't want to and I won't kill your sister. I just want to go home. KAREN What is this, bullshit story number twelve in the female assassin's handbook? THE BRIDE Any other time you'd be a hundred percent right. But this time you're a hundred percent wrong. I'm the deadliest woman in the world, but right now I'm scared shitless for my baby. Please, you hafta believe me. Look at the strip, it's on the floor. Karen looks over to the door, and sees the tiny strip on the floor. KAREN Sit down on that bed and put your hands behind your head. The Bride complies. Karen bends down and picks the strip off the floor. Then takes the package it came in and reads the directions on the box. THE BRIDE Blue means pregnant. KAREN I'll read it myself, thank you. It is blue, Karen's starting to believe her. KAREN Okay, say I were to believe you, what then? THE BRIDE Just go home. I'll do the same. Karen does...She starts backing out of the

room...before she leaves, she says; KAREN You fucked with the Wong sisters. BACK ON THE PORCH THE BRIDE Facing Karen Wong, was the most frightening moment I have ever experienced. And that includes three years with that evil bastard Pai Mei. Before that strip turned blue, I was a woman, I was your woman. I was a killer, who killed for you. Before that strip turned blue, I would have jumped a motorcycle on to a speeding train ...for you. But once that strip turned blue, I could no longer do any of those things. Not anymore. Because now I was a mother. A mother who only had one thought on her mind. Please don't harm my baby. Can you understand that? BILL Yes. But why tell me now, and not then? THE BRIDE You wouldn't have let me go. Specially once you found out I was pregnant. You would've tried to talk me out of it. It would have been a big scene. I just said fuck it. Starting to get mad. BILL Fuck who? THE BRIDE Bill, you couldn't know I was pregnant, once you knew, you'd claim it, and I didn't want that. BILL That's not your decision to make. THE BRIDE Yes, but it's the right decision. And I made it for my daughter. Everybody on this earth deserves to start with a clean slate. But with us - my daughter would be born into a world she shouldn't be. Robbing her of the one thing everybody deserves. She would be born with blood stains. I had to choose. I chose her. She takes a sip of wine. It's morning now. And now it's her turn. THE BRIDE You know five years ago, if I had to make a list of impossible things that could never happen. You performing a coup de grace on me by bustin a cap in my crown, would be right at the top of the list. (beat) I'd've been wrong, wouldn't I? Bill listens stoney, then; BILL I'm sorry was that a question? Of impossible things that could never happen - yes in this instance you would have been wrong. The Bride listens stoney, then; THE BRIDE Well? BILL Well what? THE BRIDE Explain yourself. BILL I already have. When I told you the story of when I thought you were dead. Didn't you get how badly I felt? THE BRIDE You call that an explanation? BILL Well if that's too cryptic let's get literal. (beat) There are consequences to breaking the heart of a murdering bastard. You experienced some of them. That's his explanation. She hears it. They both understand one another. THE BRIDE You and I have unfinished business. BILL Baby, you ain't kidding. They both laugh. BILL You know how proud I am of you, don't you? THE BRIDE Yes. BILL You know I was rooting for you, don't you? THE BRIDE I figured. BILL You know on that beach out there I want you to be the victor? She nods her head, yes. BILL You also know you're going to have to defeat me. I can't just give it to you, even though I want to. THE BRIDE It won't be necessary for you to give me anything. I've surpassed you. I'll take it. BILL Well, as they say in Missouri, show me. EXT. THE BEACH - MORNING As the blue waves of the Gulf of Mexico crash on the beach, The Bride in her bridal gown, and Bill, his tuxedo jacket off, face each other in a combat stance. The BRIDE Breeze blowing her blonde hair, holding her Hanzo sword in its sheath. BILL stares across the sand to the figure of the Bride, his student, facing him at sunrise with a weapon he taught her to use. This is where all who teach combat artistry may end up. Facing a Frankenstein monster of their own creation. He removes his Hanzo sword from its sheath with GREAT FLOURISH. WIDE SHOT The two combatants...quite far from each other...they intend to charge/attack...stand in showdown stance. The BRIDE The VENGEANCE THEME EXPLODES ON THE SOUNDTRACK. She takes her combat stance. But what she doesn't do is remove her sword from its wood sheath. The fist of her left hand is wrapped around the wood sheath's center. Her right empty hand, raises and makes a beckoning gesture to Bill. Then with a face completely devoid of emotion, says in Japanese; THE BRIDE (JAPANESE) Attack me. She's facing him, sword in sheath, hand far from handle, in a standing still position, not moving a muscle of blinking an eye, staring

her laser beams in Bill's direction waiting for his attack. He stands in a combat position, sword raises in a combat grip, to charge her. BILL (to himself) That's my girl. He screams a samurai scream...and charges her... She stands motionless... Unblinking... Watching him coming... No fear.... No expression... We go back and forth, close, wide, low. TILL... They meet... Using only her left arm, with the sheathed Hanzo sword in its grip, she blocks all of his blows, right arm unmoving down at her side...sort of like Pai Mei did to her earlier...his sword and her sheath lock together...they're close to each other, she brings up her right arm, sticks out two fingers, and hits Bill on ten different pressure points on his body. Then hits him straight on in the heart with her palm. His body jolts, like he's just had a heart attack...he coughs up a little blood...he looks at her. Their faces are very close... The face of the cold ice woman Ninja, melts away before our eyes, and the face of Beatrix Kiddo is filled once again with compassion. BILL He taught you the ten point palm exploding heart technique? THE BRIDE Of course he did. BILL Why didn't you tell me? She doesn't have an answer. She looks at him apologetically; THE BRIDE I don't know...Because...I'm a...bad person. He smiles at her duplicitly, and says with blood on his lips; BILL No. You're not a bad person. You're a terrific person. You're my favorite person. But every once in awhile...you can be a real cunt. They smile at each other. Then... Bill turns his back to her... And walks five steps in the opposite direction...with each step his heart swells, on the fifth... It BURSTS...WE HEAR A SOUND, like of a tire blowout... He falls to the beach...dead. The Bride walks over to his body. She unsheaths her Hanzo sword. Blood lies in a pool, by Bill's mouth. She dips the tip of the blade in the blood, leaving the tiniest of crimson smudges. She then removes the Bill handkerchief, and wipes Bill's blood from off the blade onto the white cloth. She lets the Bill handkerchief drop onto his body. The Jingi sword Hattori Hanzo created, just for her, for this purpose, has come to the end of its journey. Beatrix, in a moment of enormous generosity, allows herself, one final tear, shed for her corrupter, her enemy, the father of her child,...her MAN. The tear is for her as well. For she's very aware she will never ever be completely any other man's WOMAN. EX CU The Hanzo BLADE slowly sliding into the wood sheath. EX CU the single teardrop, sliding down her cheek. The blade disappears inside the sheath. The teardrop falls of her chin. Her journey, her revenge, her victory, her unfinished business, is completed. The Bride exits the beach. Bill doesn't. SERIES OF SHOTS END FILM As a female voice sings a song on the soundtrack. We see the Bride, get B.B. The Bride and B.B. are driving away. The Bride and B.B. eating in a coffee shop. The Bride and B.B. in a motel room. They both wear bath towels and both of their blonde heads are wet. The Bride sits behind her on the bed, combing the little one's head. The Bride spooning B.B. from behind, both of them are asleep. It's the morning... B.B. Sits on the motel room bed, watching Saturday morning cartoons on T.V. INT. MOTEL ROOM BATHROOM - MORNING The Bride is on the floor of the motel room bathroom, crying her eyes out. She shoves a towel in her mouth so B.B. won't hear her. We wonder for a moment what's wrong... Till we see her face in CU... Her tears are tears of joy. She can't believe this is even happening. Her daughter is alive. They're together. They get to begin again. She covers her mouth so B.B. won't hear her crying and get worried or confused. But as the deadliest woman on the planet, lies on the motel room bathroom floor, smile on her face, twinkle in her eyes, happier than she's ever been, she thinks one thought. Over and over again.... Thank you god...thank you god...thank you god...thank you god. She washes her face in the sink, when she's presentable, she walks out of the bathroom, jumps on the bed with her baby, hugs

her from behind as the two watch Saturday morning cartoons. TWO SHOT CU Both blonde heads, the big one and the little one, next to each other, watching T.V. The lioness has been reunited with her cub, and all is right in the jungle. CUT TO: BLACK FRAME TITLE APPEARS: WRITTEN & DIRECTED By Quentin Tarantino

1. BLACK SCREEN SUPER: New Line Cinema Presents SUPER: A Wingnut Films Production BLACK CONTINUES: ...ELVISH SINGING ... A WOMAN’S VOICE IS whispering, tinged with SADNESS and REGRET: GALADRIEL (V.O.) (Elvish: subtitled) “ I amar presten aen: han mathon ne nen, han mathon ne chae ... a han noston ned wilith.” (English:) The world is changed: I feel it in the water, I feel it in the earth, I smell it in the air ... Much that once was is lost, for none now live who remember it. SUPER: THE LORD OF THE RINGS EXT. PROLOGUE - DAY IMAGE: FLICKERING FIRELIGHT. The NOLDORIN FORGE in EREGION. MOLTEN GOLD POURS from the lip of an IRON LADLE. GALADRIEL (V.O.) It began with the forging of the Great Rings. IMAGE: THREE RINGS, each set with a single GEM, are received by the HIGH ELVES - GALADRIEL, GIL-GALAD and CIRDAN. GALADRIEL (V.O.) (CONT’D) Three were given to the Elves: immortal, wisest ... fairest of all beings. IMAGE: SEVEN RINGS held aloft in triumph by the DWARF LORDS. GALADRIEL (V.O.) (CONT’D) Seven to the Dwarf Lords: great miners and craftsmen of the mountain halls. IMAGE: NINE RINGS clutched tightly by the KINGS OF MEN ... as if holding-close a precious secret. GALADRIEL (V.O.) (CONT’D) And Nine ... nine rings were gifted to the race of Men, who above all else desire power. (MORE) (CONTINUED)

39. CONTINUED: GANDALF (ominous) There are few who can ... the language is that of Mordor, which I will not utter here. FRODO Mordor? GANDALF In the common tongue, it says: “One Ring to rule them all. One Ring to find them. One Ring to bring them all and in the darkness bind them.” CUT TO: INT. BAG END KITCHEN - NIGHT CLOSE ON: THE RING lies on FRODO’S simple kitchen table. GANDALF This is the One Ring, forged by the Dark Lord Sauron, in the fires of Mount Doom ... taken by Isildur from the hand of Sauron himself. FRODO (quiet realization) Bilbo found it ... in Gollum's cave. GANDALF Yes. For sixty years, the Ring lay quiet in Bilbo’s keeping, prolonging his life, delaying old age ... but no longer, Frodo. Evil is stirring in Mordor. The Ring has awoken. It's heard its master's call. AT THAT MOMENT: A FLEETING, LOW WHISPER OF BLACK SPEECH emanates from the RING. FRODO looks at GANDALF, each knowing the other has heard it. FRODO But he was destroyed ... Sauron was destroyed. ANGLE ON: THE RING lies between them on the table. (CONTINUED)

66. CONTINUED: CLOSE ON: OLD HARRY peers out of his PEEPHOLE. CRASH!! The gate crashes down on OLD HARRY ... as FOUR RINGWRAITHS ride into BREE! EXT. BREE STREETS - NIGHT The four RINGWRAITHS fly down the empty streets, like horsemen of the apocalypse. INT. PRANCING PONY INN - NIGHT LOW ANGLE: the front door FLIES OPEN. The FOUR RINGWRAITHS rush into the PRANCING PONY with WICKED SWORDS DRAWN. CLOSE ON: BUTTERBUR hiding behind his bar ... trembling and sweating in TERROR. INT. HOBBIT’S ROOM, PRANCING PONY - NIGHT INSERT: MERRY SNORING SOFTLY ON HIS PILLOW. INSERT: PIPPIN stirs slightly, then settles back to sleep. WIDE ON: The door creaks open ... THE FOUR RINGWRAITHS silently slide into the HOBBIT’S ROOM. They LOOM over each bed, raising their SHINING SWORDS ABOVE THE SLEEPING HOBBITS. QUICK INSERT: SAM’S eyes open wide. In unison, the RINGWRAITHS STAB THE HOBBITS, in a SLASHING, HACKING FRENZY. INT. STRIDER’S ROOM - NIGHT ANGLE ON: STRIDER is grimly listening to the sounds from his room. INT. HOBBIT’S ROOM, PRANCING PONY - NIGHT WIDE ON: the RINGWRAITHS step back from the slashed beds in triumph. CLOSE ON: A hacked blanket is pulled back to reveal nothing but a shredded pillow. The RINGWRAITHS SHRIEK WITH RAGE!! (CONTINUED)

96. INT. COUNCIL CHAMBER, RIVENDELL - DAY IMAGES from the PROLOGUE: the RINGS being given to the ELVES, DWARVES, and MEN. ELROND (V.O.) Three Rings for the Elven-kings under the sky, Seven for the Dwarf-lords in their halls of stone, Nine for Mortal Men doomed to die, One for the Dark Lord on his dark throne In the Land of Mordor where the Shadows lie. One Ring to rule them all. One Ring to find them, One Ring to bring them all together and in the darkness bind them, In the Land of Mordor where the Shadows lie. CLOSE ON: FRODO opens his hand ... the RING lies in his palm. He looks up. ANGLE ON: ELROND addresses the COUNCIL... ELROND Strangers from distant lands ... friends of old. You have been summoned here to answer the threat of Mordor. Middle-Earth stands upon the brink of destruction. None can escape it. You will unite ... or you will fall. Each race is bound to this fate ... this one doom... FRODO sits amongst a council of FREE-PEOPLES of Middle earth, ELROND stands before them, addressing GANDALF, STRIDER, LEGOLAS, and 20 other ELVES, DWARVES, and MEN. ELROND (CONT’D) Bring forth the Ring, Frodo. ANGLE ON: FRODO steps forward and moves towards a stone PLINTH. He places the RING on the plinth and returns to his seat. BOROMIR (shocked) So it is true! (CONTINUED)

117. CONTINUED: (2) GANDALF Fennas Nogothrim, lasto beth lammen. Doorway of the Dwarf-folk, listen to the word of my tongue. PIPPIN Nothing's happening. ANGLE ON: GANDALF glances at him, annoyed. He begins to push on the doors, but they remain fast. GANDALF I once knew every spell in all the tongues of Elves, Men, and Orcs. PIPPIN What are you going to do, then? GANDALF (angrily) Knock your head against these doors, Peregrin Took! And if that does not shatter them, and I am allowed a little peace from foolish questions, I will try to find the opening words. LATER: GANDALF CONTINUES... MUMBLING spells in his efforts to open the door. GANDALF (wearily) Ando Eldarinwa ... a lasta quettanya, Fenda Casarinwa... Gate of Elves ... listen to my word, Threshold of Dwarves... ANGLE ON: SAM packs pots and pans at his feet ... watching sadly as ARAGORN unsaddles BILL THE PONY. CLOSE ON: ARAGORN whispering to BILL THE PONY. (CONTINUED)

134. CONTINUED: ANGLE ON: In contrast, GIMLI looks nervously around... GIMLI Stay close, young Hobbits ... they say a great sorceress lives in these woods. An Elf-witch of terrible power. All who look upon her fall under her spell... CLOSE ON: FRODO hesitates ... a STRANGE VOICE whispers in his head... GALADRIEL (V.O.) Frodo... GIMLI And are never seen again! GALADRIEL (V.O.) ...your coming to us is as the footsteps of doom. You bring great evil here, Ring-bearer. SAM Mr. Frodo? GIMLI Well, here’s one Dwarf she won't ensnare so easily. I have the eyes of a hawk and the ears of a fox! The FELLOWSHIP are suddenly surrounded by ARMED ELVES. DEADLY ARROWS are aimed at their heads. HALDIR, the ELVISH CAPTAIN, steps forward... HALDIR The Dwarf breathes so loud we could have shot him in the dark. CUT TO: INT. CERIN AMROTH, LOTHLÓRIEN - NIGHT Night is deepening amongst the windy trees. The FELLOWSHIP stands on a platform in the trees. HALDIR greets them. (CONTINUED)

151. CONTINUED: GALADRIEL (V.O.) (CONT’D) These are the daggers of the Noldorin. They have already seen service in war. ANGLE ON: PIPPIN looks upon his gift with the fear he may have to use it. He casts his eyes upon GALADRIEL. GALADRIEL (V.O.) (CONT’D) Do not fear, young Peregrin Took. You will find your courage. END FLASHBACK CLOSE ON: MERRY and PIPPIN ride expressionless in their boat. CLOSE ON: SAM, remembering... GALADRIEL (V.O.) (CONT’D) And for you, Samwise Gamgee, Elven rope made of hithlain. INSERT FLASHBACK ANGLE ON: SAM bows to her, accepting his gift. SAM Thank you, my lady. He looks at MERRY and PIPPIN, and then back to GALADRIEL. SAM (hesitantly) Have you run out of those nice, shiny daggers? GALADRIEL smiles, and SAM holds onto his rope, embarrassed. She moves on to GIMLI, who stares at the ground in her presence. GALADRIEL And what gift would a Dwarf ask of the Elves? ANGLE ON: GIMLI shakes his head quickly. GIMLI Nothing. He looks up at her. (CONTINUED)

164. CONTINUED: (2) ARAGORN (yells) Run. Run! FRODO backs away into the trees... ANGLE ON: ...as 200 URUK-HAI SWARM onto AMON HEN behind ARAGORN! ARAGORN attacks the leading URUK-HAI like a madman ... he brings two down with his sword leaping into the ruins as others close in on him. ANGLE ON: FRODO scrambles down the HILLSIDE, away from the fight. ANGLE ON: ARAGORN battles the URUK-HAI, amongst the pillars and blocks of AMON HEN. Despite his bravery, he is quickly surrounded. SUDDENLY: ELVEN ARROWS smash into the URUK-HAI. LEGOLAS races out of the woods, firing his bow. GIMLI leaps into the battle, wielding his mighty axe. EXT. PARTH GALEN HILLSIDE - DAY FRODO is darting down the steep hillside as heavy feet thunder down after him. SAM Mr. Frodo! ANGLE ON: SAM looks around for FRODO. CLOSE ON: LURTZ ordering his URUKS. LURTZ Find the Halflings ... find the Halflings! ANGLE ON: FRODO stumbles and falls ... quickly he crawls behind a tree ... above him the sound of URUK-HAI crashing through the forest rings out. MERRY (O.S.) (urgent whisper) Frodo! FRODO turns to see MERRY and PIPPIN hiding in a hollow, a few feet away. (CONTINUED)

172. CONTINUED: ARAGORN, LEGOLAS, and GIMLI disappear into the WOODS, following the URUK-HAI trail. EXT. EMYN MUIL HILLTOP - DAY FRODO and SAM scramble onto a high ridge. WIDE ON: A distant line of SAW TOOTHED mountains below a dark, oppressive sky. Black volcanic smoke rises behind the mountains ... MORDOR! ANGLE ON: FRODO and SAM look with grim determination. FRODO Mordor! I hope the others find a safer road. SAM (simply) Strider’ll look after them. FRODO I don't suppose we'll ever see them again. SAM We may yet, Mr. Frodo. We may. FRODO Sam? FRODO looks at SAM with great affection ... despite the grim outlook, SAM is undeterred... FRODO (CONT’D) I'm glad you're with me. WIDE ON: THE TWO HOBBITS SETTING OFF TOWARD MORDOR. TO BE CONTINUED...

37. CONTINUED: ÉOMER What business does an Elf, a Man and a Dwarf have in the Riddermark? Speak quickly! GIMLI (defiantly) Give me your name, horse-master, and I shall give you mine. ANGLE ON: ÉOMER hands his staff to another RIDER, and gets off his horse. ANGLE ON: GIMLI gives an arrogant nod at ÉOMER’S approach. ARAGORN puts a hand on GIMLI’S shoulder to stay him. ÉOMER I would cut off your head, beard and all, Master Dwarf, if it stood but a little higher from the ground. ANGLE ON: In a lightning fast move, LEGOLAS nocks an arrow, and points it at ÉOMER. LEGOLAS You would die before your stroke fell. IN A TENSE MOMENT, ALL SPEARS ARE TRAINED ON LEGOLAS. ARAGORN lowers LEGOLAS’ bow. ARAGORN I am Aragorn, son of Arathorn. This is Gimli, son of Glóin and Legolas of the Woodland Realm. We are friends of Rohan and of Théoden, your king. ÉOMER Théoden no longer recognizes friend from foe. ANGLE ON: ÉOMER removes his helmet. ÉOMER (CONT’D) Not even his own kin. (CONTINUED)

120. CONTINUED: ARWEN (in ELVISH; subtitled) Nach gwannatha sin? Is this how you would take your leave? ARAGORN pauses and turns to her...he continues walking...she follows. ARWEN (CONT’D) (in ELVISH; subtitled) Ma nathach hi gwannathach or minuial archened? Did you think you could slip away at first light – unnoticed? ARWEN finally stands in front of him, forcing him to stop. ARAGORN (in ELVISH; subtitled) Ú-ethelithon. I will not be coming back. He tries to walk past her. ARWEN (in ELVISH; subtitled) Estelio guru lîn ne dagor. Ethelithach. You underestimate your skill in battle. You will come back. ARAGORN (in ELVISH; subtitled) Ú-bedin o gurth ne dagor. It is not of death in battle that I speak. ARWEN gently grabs his arm, and stands before him again...he stops, trying not to meet her gaze. (CONTINUED)

191. INT. HELM’S DEEP GATE - NIGHT ANGLE ON: THÉODEN observes ARAGORN and GIMLI. He turns back to his MEN. THÉODEN Shore up the door! ANGLE ON: A group of SOLDIERS carry beams to dam up the door to the ocean outside. EXT. HELM’S DEEP BATTLEMENTS - NIGHT The URUK-HAI load a grappling hook onto an enormous crossbow. INTERCUT WITH: The MEN feverishly work to shore up the HELM’S DEEP GATE. INTERCUT WITH: ARAGORN and GIMLI continue their efforts on the CAUSEWAY outside the GATE. The URUK-HAI ready the crossbow, and fire it up to the UPPER BATTLEMENTS. ANGLE ON: The SOLDIERS fall back from its landing. It grips onto the inside of the WALL. ANGLE ON: The URUKS fire another. ANGLE ON: The HOOK grapples to the inside of the WALL. The SOLDIERS try in vain to dislodge it. ANGLE ON: The URUK-HAI use the hooks as pulleys to pull great SIEGE LADDERS laden with URUK-HAI to the UPPER BATTLEMENTS. The LADDERS hook themselves on contact, and the URUK-HAI make to continue the fight. INT. HELM’S DEEP GATE - NIGHT The SOLDIERS successfully reinforce the GATE. EXT. HELM’S DEEP GATE - NIGHT ARAGORN and GIMLI continue holding off the onslaught on the CAUSEWAY. ANGLE ON: THÉODEN’S face appears in the crack in the gate. (CONTINUED)

216. CONTINUED: (2) FARAMIR Go, Frodo. Go with the goodwill of all Men. ANGLE ON: FRODO looks at FARAMIR, touched by his sincerity. FRODO Thank you. FRODO starts off into the sewer...SAM follows. ANGLE ON: GOLLUM starts to slink to the sewer...FARAMIR grabs him up by the neck again, pinning him against the wall. CLOSE ON: FARAMIR looks at GOLLUM intently. FARAMIR May death find you quickly if you bring them to harm. GOLLUM doesn’t respond. FARAMIR throws him into the tunnel. GOLLUM slinks away, with a final, scathing glance to FARAMIR. INT. OSGILIATH SEWER TUNNEL - DAY FRODO and SAM walk easily through the tunnel. GOLLUM limps behind them. FRODO Come on, keep up. ANGLE ON: GOLLUM slumps to the ground, in pain. SAM stops. SAM Mr. Frodo didn’t mean for them Rangers to hurt you. You know that, don’t you? He was trying to save you, see? ANGLE ON: GOLLUM looks up to SAM in wonder. GOLLUM Save me? SAM So there’s no hard feelings. Forgive and forget. (CONTINUED)

221. CONTINUED: (4) SMÉAGOL Come on, Hobbits. Long ways to go yet. Sméagol will show you the way. ANGLE ON: GOLLUM walks through the forest, FRODO and SAM close behind. GOLLUM (sinister) Follow me. WIDE ON: GOLLUM continues leading the HOBBITS through the forest to their eventual destination. PAN UP OVER THE FOREST...OVER EPHEL DÚATH...TO REVEAL... MORDOR...THE TOWER OF BARAD-DÛR WITH THE EYE OF SAURON BURNING ON ITS SUMMIT...MOUNT DOOM BELCHES FIRE AND ASH INTO THE SKY...NAZGÛL ON FELLBEASTS CIRCLE THE SKIES... FADE TO BLACK. THE END

Final Revision - October, 2003 141. CONTINUED: GANDALF’S face breaks into a smile ... then laughter... ...as MERRY and PIPPIN run in ... jumping on the bed and hugging FRODO... GIMLI and LEGOLAS enter the room ... their joy is PLAIN... ARAGORN joins them - the FELLOWSHIP is complete... ...finally FRODO’S eyes fall upon a FIGURE standing apart from the others ... it is SAM... CLOSE ON: FRODO’S and SAM’S eyes meet... CUT TO: EXT. MINAS TIRITH, COURT OF THE KINGS - DAY ANGLE ON: SWEEPING over the MINAS TIRITH WALLS, racing towards the TOP of the CITY ... through a BLIZZARD of WHITE FLOWER PETALS! MINAS TIRITH is restored ... it GLEAMS WHITE in the BRIGHT SUN. SOARING UP: to REVEAL the COURT OF THE KINGS, CROWDED with 4000 PEOPLE ... cramming the WIDE PATH leading to the TOWER HALL! CLOSE ON: The CROWN of GONDOR glints in the BRILLIANT SUNSHINE... GANDALF places the CROWN upon ARAGORN’S head. GANDALF Now come the days of the King... ARAGORN smiles up at GANDALF... GANDALF (cont’d) (softly to ARAGORN) May they be blessed. ARAGORN slowly RISES, turning to face the CROWD, who CHEER and CLAP for their KING... (CONTINUED)

Final Revision - October, 2003 144. EXT. HOBBITON - DUSK FRODO (V.O.) ...we found ourselves looking upon a familiar site ... We were home! MATCHING MOVE: Revealing HOBBITON bathed in a WARM SUNSET ... As FRODO, SAM, MERRY and PIPPIN ride into SHOT on PONIES ... past ODO PROUDFOOT who shake his head at the STRANGENESS of their appearance. INT. THE GREEN DRAGON INN - NIGHT FRODO brings a round of drinks to the TABLE. Nearby a HUGE FUSS is being made of a LARGE PUMPKIN which has been brought in to be shown off. ANGLE ON: The FOUR FRIENDS looks at each other. A WORLD of experience now separates them from their fellow HOBBITS. Seated at a long table, the FOUR FRIENDS raise their glasses ... SAM’S eye is suddenly caught! ANGLE ON: ROSIE COTTON who is serving behind the BAR... SAM steels himself and leaves to go and TALK to ROSIE... FRODO, MERRY and PIPPIN exchange smiles as... CUT TO: EXT. HOBBITON - DAY On a BEAUTIFUL sunny day, SAM and ROSIE are MARRIED ... With their dearest FRIENDS gathered around them... ROSIE throws a beautiful bouquet of FLOWERS ... it’s caught by PIPPIN who smiles in embarrassment... DISSOLVE TO: INT. BAG END - DAY FRODO walks through BAG END to his STUDY... (CONTINUED)

Final Revision - October, 2003 145. CONTINUED: FRODO (V.O.) How do you pick up the threads of an old life? How do you go on, when in your heart you begin to understand. There is no going back. There are some things that time cannot mend. Some hurts that go too deep. That have taken hold. ANGLE ON: FRODO ... from behind. He is HUNCHED over a DESK... PUSH IN ... to reveal BILBO’S RED BOOK open on FRODO’S DESK. He is WRITING in the LAST CHAPTERS in careful neat HANDWRITING. FRODO turns back the pages, REVEALING: There and Back Again - A Hobbit’s Tale, by Bilbo Baggins. He writes below it as SAM GAMGEE calls out from the door: SAM (O.S.) Mr. Frodo? CLOSE ON: FRODO WINCES with a sharp GASP of PAIN ... He puts the PEN down and CLUTCHES at his SHOULDER... SAM has entered the ROOM and stands BEHIND FRODO... SAM (concerned) What is it? CLOSE ON: FRODO ... He is DRAWN and PALE. FRODO It's been four years to the day since Weathertop, Sam. It's never really healed. CLOSE ON: SAM ... at a loss for words. His EYES fall to the BOOK. SAM “There and Back Again ... A Hobbit's Tale, by Bilbo Baggins” TILT DOWN: to FRODO’S HANDWRITING: (CONTINUED)

Final Revision - October, 2003 146. CONTINUED: (2) SAM (cont’d) “... And The Lord of the Rings, by Frodo Baggins”. (delighted) You’ve finished it! FRODO (closing the book) Not quite ... There's room for a little more. CUT TO: EXT. HOBBITON FIELDS - EARLY MORNING LYRICAL MUSIC OVER... A COLD WINTER’S MORNING ... Out of the FOG rattles a SMALL COVERED WAGON; GANDALF is at the REINS. ANGLE ON: FRODO, SAM, MERRY and PIPPIN are waiting on PONIES for the WAGON ... all are wearing their GREY ELVEN ROBES. FRODO (V.O.) Bilbo once told me, the great stories never end - that each of us must come and go in the telling. His part in this tale was now over. There would be no more journeys for Bilbo. Save one. CLOSE ON: GANDALF arrives in his CART... DISSOLVE TO: EXT. WEST FARTHING - DAY WIDE ON: The WAGON trundles along at a SEDATE PACE. SAM, MERRY and PIPPIN ride behind, leading FRODO’S EMPTY PONY. BILBO (O.S.) (frail) Tell me again, lad. Where are we going? (CONTINUED)

Final Revision - October, 2003 147. CONTINUED: FRODO (O.S.) To the harbour, Bilbo. The Elves have accorded you a special honor. A place on the last ship to leave Middle-earth. INT. WAGON - DAY CLOSE ON: FRODO is SITTING in the WAGON ... his ARM around his UNCLE BILBO. BILBO is extremely OLD and FRAIL. He is DOZING ... his head slumped. BILBO’S eyes flutter OPEN ... with effort he raises his head. BILBO (frail) Frodo ... Any chance of seeing that old Ring of mine ... the one I gave you? FRODO (quietly) Sorry, Uncle ... I'm afraid, I lost it. BILBO (frail) Oh ... pity. I should like to have held it one last time. BILBO nods back to sleep ... FRODO rests his head against him. DISSOLVE TO: EXT. THE GREY HAVENS - DUSK ANGLE ON: FRODO, walking arm-in-arm with BILBO through a beautiful ELVEN BOAT-HOUSE ... GANDALF follows with MERRY, PIPPIN and SAM. CLOSE ON: As BILBO looks up, he is STUNG by the BEAUTY before him... BILBO Oh! Well, here’s a sight I have never seen before. (CONTINUED)

Final Revision - October, 2003 148. CONTINUED: TRACKING: Passing under a beautiful ELVEN ARCHWAY... ...to reveal a WHITE SHIP, ready to depart from a WHITE STONE DOCK. ANGLE ON: ELROND, CELEBORN and GALADRIEL are waiting for them. The SETTING SUN slowly dropping behind the SEA ... visible between the HEADLANDS of a beautiful INLET. The lighting is beautiful ... SUN streams through the sails, casting an ethereal glow on THE GROUP as they walk onto the DOCK. BILBO bows in acknowledgment to ELROND, CELEBORN and GALADRIEL, who return his GREETING. GALADRIEL The power of the Three Rings is ended. The time has come for the Dominion of Men. ELROND (ELVISH: with subtitles) I Aear can vên na mar. The Sea calls us home. ELROND holds out his ARMS to BILBO who suddenly seems MUCH YOUNGER and SPRIGHTLIER ... He sets off down the PATH TOWARD his HOSTS... BILBO I think I'm quite ready for another adventure. BILBO walks down toward the BOAT and BOARDS with ELROND... ANGLE ON: FRODO looks up ... GALADRIEL is watching him. She SMILES, TURNS and BOARDS the BOAT... GANDALF kneels before SAM, MERRY and PIPPIN - who are all looking TEARFUL. (CONTINUED)

Final Revision - October, 2003 149. CONTINUED: (2) GANDALF Farewell, my brave Hobbits. My work is now finished. Here at last, on the shores of the sea, comes the end of our Fellowship. There is GREAT SADNESS ... MERRY SNIFFLES LOUDLY. GANDALF (cont’d) I will not say: “do not weep”, for not all tears are an evil. CLOSE ON: GANDALF turns and walks away ... FRODO is DOWNCAST ... SUDDENLY, GANDALF turns and looks toward him. GANDALF (cont’d) It is time, Frodo. ANGLE ON: GANDALF looks to FRODO then turns and slowly walks towards the GANGPLANK to board the SHIP. SAM (alarmed) What does he mean? CLOSE ON: FRODO turns to SAM... FRODO (gently) We set out to save the Shire, and it has been saved ... but not for me... SAM (shaken) You don't mean that - You can't leave! ANGLE ON: SAM looks down ... FRODO is holding BILBO’S RED JOURNAL out towards him. FRODO The last pages are for you, Sam. SAM is SOBBING ... MERRY and PIPPIN are DISTRAUGHT... FRODO hugs MERRY and PIPPIN, and last of all SAM ... and climbs on board the SHIP. (CONTINUED)

Final Revision - October, 2003 150. CONTINUED: (3) ANGLE ON: FRODO a look of WONDERMENT crosses his face ... as he STEPS FORWARD and ACCEPTS GANDALF’S HAND ... finally released from his pain, care falls from his face ... he is the young FRODO we first met so long ago. SAM, MERRY and PIPPIN comfort each other as the WHITE SHIP glides away from the DOCK... WIDE ON: The WHITE BOAT sails away towards the HEADLANDS, disappearing into the GOLDEN LIGHT of the SETTING SUN. ANGLE ON: SAM in growing darkness, still follows the departing SHIP with his eyes, MERRY and PIPPIN are already preparing to leave. CUT TO: EXT. NO.3 BAGSHOT ROW - MORNING ANGLE ON: SAM walks up the path towards his house... A LITTLE GIRL toddles up to greet him. SAM Elanor! He hugs his daughter... FRODO (V.O.) My dear Sam. You cannot always be torn in two. You have to be one and whole for many years. You have so much to enjoy and to be and to do. Because Sam, your part in the journey goes on. ANGLE ON: ROSIE COTTON steps up and kisses SAM on the cheek ... she gives him a TINY BABY BOY to cradle. SAM Hello, little Frodo! ANGLE ON: SAM with his FAMILY ... he draws a deep breath: SAM (cont’d) Well ... I’m back. (CONTINUED)

Final Revision - October, 2003 151. CONTINUED: SAM looks at his LOVELY FAMILY with GREAT HAPPINESS, tinged with a little SADNESS... SAM and ROSIE wake the CHILDREN’S HANDS and enter BAGSHOT ... the BRIGHT YELLOW DOORWAY closes behind them. FADE TO BLACK. THE ENDMission: Impossible MISSION: IMPOSSIBLE FINAL SHOOTING SCRIPT 16TH AUGUST 1995 NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS SOFT COPY. INT. KIEV APARTMENT - NIGHT We're in a large closet. JACK KIEFER, an athletic American in his late thirties wearing a headset, is wedged into a corner, staring at a television screen. The television shows a surveillance view of the living room that lies outside the confines of the closet. The TV image is in black and white. JACK shifts, trying like hell to get comfortable but he's been there a while ON THE SCREEN A bare bulb shines down on the contents of a shabby hotel room. Directly under the blub a man, GENNADY KASIMOV, sits in a straight backed wooden chair in his blood-stained T- shirt. There are a couple of THUGS and a stray HOOKER in the room behind him. A legend: KIEV KASIMOV is sobbing. Uncontrollably. A MAN enters the room, ANATOLY, an imperious Russian in his forties, a Russian godfather. The THUGS and HOOKERS are ushered out. ANATOLY looks down at KASIMOV pitiously and urges him to go and sit by him in a chair he picks up for him. KASIMOV does as he is bid, looking gratefully up at ANATOLY. They speak in Russian which is subtitled. ANATOLY Kasimov, Kasimov, good that you called us. KASIMOV (sobbing) I don't remember what happened! We were at the bar, drinking, laughing -- having fun. ANATOLY gets up out of the chair and goes to a bed across the room. A WOMAN lies half under the sheets. She's lying in an unnatural position on the bed, and the sheets are smeared with blood. She's dead. ANATOLY lifts her eyelid. KASIMOV I don't even know how I got here. I swear, Anatoly, I never touched her! I didn't lay a finger on her. ANATOLY moves away from the WOMAN. ANATOLY Kasimov. Don't flounder. IN THE CLOSET JACK, impatient, checks his watch. JACK Jesus, she's been under too long. Come on, come on! ON THE SCREEN KASIMOV You're the only one who can help me. Desperately he tugs at ANATOLY'S jacket. But ANATOLY hits his hand away and smacks him around the head. IN THE CLOSET JACK reacts. ON THE SCREEN ANATOLY bends close to KASIMOV. ANATOLY C'mon, c'mon, tell the truth...c'mon. KASIMOV They'll kill me. ANATOLY paces up the room, away from KASIMOV. ANATOLY You asked for my help. You asked for my help...come on... KASIMOV You're right, of course. IN THE CLOSET JACK leans forward. JACK The name pal...give us the name. ON THE SCREEN KASIMOV The contact in Minsk..the contact in Minsk..works in a travel agency. IN THE CLOSET JACK Come on! ON THE SCREEN ANATOLY Come on!

KASIMOV His name is.....Dimitri Miediev. ANATOLY Dimitri Miediev...Dimitri Miediev... IN THE CLOSET JACK Got him. ON THE SCREEN Back on screen, ANATOLY places a hand on KASIMOV'S shoulder as if he had just anointed him. IN THE CLOSET In the closet, JACK types the name into a computer and cross checks -- "MIEDIEV" comes up, then "posting/American consulate/Kiev." JACK turns and nods to a WHOREHOUSE WAITRESS in costume in the closet next to him, dressed in traditional Russian tunic and virtually no bottom. She quickly leaves. INT. SHABBY ROOM - NIGHT We enter the room for the first time as the WAITRESS does. She's carrying a tray with a bottle of vodka and two shot glasses. ANATOLY Now, we drink. He pours them out and hands one to KASIMOV. ANATOLY (CONT'D) To friends. KASIMOV Yes, Anatoly, yes. JACK Cheers. He drinks. He blinks. Something felt funny about that. Dizzied, KASIMOV swoons and passes out on the floor. ANATOLY moves to the closet door and opens it. IN THE CLOSET ANATOLY reaches up to his face -- --and tears away a mask of flesh. He's no middle aged Russian mobster, he's ETHAN HUNT, an American in his early thirties. He gestures to KASIMOV contemptuously. JACK hands ETHAN a hypodermic kit and he goes quickly back into the room. ETHAN (in English now) Get rid of this scum. Immediately, there is activity, and PEOPLE everywhere. TWO OTHERS come into the room and carry KASIMOV out. ETHAN goes quickly to the body of the dead woman. He cheeks the pulse in her neck, shines a penlight in her eye. He strips the adrenalin kit and jabs the long needle into the dead woman's thigh. He checks her pulse again, checking a stopwatch. In about ten seconds, the woman's eyes open. CLAIRE is her name, a French woman of thirty or so. She half rolls over, GROANS, and wipes some of the blood from her mouth. CLAIRE Did we get it? ETHAN We got it. On your feet. CLAIRE I want to sleep. Can I sleep here. ETHAN Walk, just walk. Start walking. CLAIRE I'm walking. ETHAN Talking's good, walking's better. CLAIRE Sleeping's better. Meanwhile, MEN in overalls take apart the room. The ceiling lifts right off the walls, and the walls themselves start to come down, revealing the "hotel room" to be an elaborate set in the middle of an empty warehouse. JACK comes into the room from the closet. He hands CLAIRE her jewelry, including a watch and a wedding ring. ETHAN stops what he's doing, noticing. She looks up at him questioningly. CLAIRE Are you all right Ethan. What's wrong with you? ETHAN If you're gonna do this again Claire, It's not gonna be on my watch. CLAIRE Oh yeah? JACK comes into the room from the closet. He hands CLAIRE her jewelry, including a watch and a wedding ring. ETHAN stops what he's doing, noticing. She looks up at him, questioningly. JACK Claire. ETHAN Jack. She almost unconsciously slips the

wedding ring onto her finger. ETHAN notices. He turns and SHOUTS to the room at large. ETHAN IS THERE ANY PARTICULAR REASON WE'RE NOT OUT OF HERE YET?! JACK Just waiting for you, tubs. He walks across the room and out the door. CLAIRE, worried, clutches her hands together, glancing down at her wedding ring. We move in on it -- CUT TO: INT. JET - DAY -- and come out on another wedding ring, this one on a MAN's finger. One of several he's drumming on an arm rest in the plush first class cabin of a commercial airliner. He shoves some money into his wallet, and as he does so we catch a fleeting glimpse of a photograph of CLAIRE. The pilot's voice makes an announcement. VOICE (O.S.) Ladies and gentlemen, we have leveled off at our cruising altitude of thirty-eight thousand feet-and we should be arriving in Prague right on schedule. A FLIGHT ATTENDANT makes her way between the seats, passing out menus. FLIGHT ATTENDANT Would you like to watch a movie Mr Rosen? A passenger takes one. The ATTENDANT continues on. FLIGHT ATTENDANT (CONT'D) Would you like to watch a movie Mr Phelps? The MAN with the wedding ring looks up. JIM PHELPS is in his mid-forties, good-looking, intense. He's a tired man, and not just now, it's a profound fatigue. He looks up at the ATTENDANT and smiles warmly. PHELPS No, I prefer the theatre. A look crosses the FLIGHT ATTENDANT'S face; her tone becomes stilted. FLIGHT ATTENDANT Would you consider the cinema of the Ukraine? PHELPS Perhaps you'd choose one for me. The ATTENDANT turns and walks away. PHELPS sits back, shakes a cigarette out of a pack, and taps it nervously on the armrest. AT THE FRONT OF THE CABIN. The FLIGHT ATTENDANT opens a case loaded with video 8 cassettes of feature films. She opens a panel in the top of the case and withdraws a tape hidden back there. BACK AT PHELPS' SEAT The ATTENDANT returns with the tape and hands it to PHELPS. He takes it without a word and she moves on. PHELPS reaches down and turns a lever on the support between his seat and the empty one beside him. He flips up a small movie screen and angles it toward himself, away from the other passengers. He puts on a headset, opens a door in the armrest, and puts the tape in. He presses play. ON THE TAPE, the image of a man comes on. EUGENE KITTRIDGE is fortyish, but seems permanently stuck in the Nixon era -- horn rimmed glasses, short short haircut, rather be caught dead than tieless. But if he catches your eye, he will never, ever look away. He's seated at a desk, looking into the camera. KITTRIDGE (on the tape) Good morning, Mr. Phelps. The man you're about to see is Aleksander Golitsyn -- The screen winks and shows an image of GOLITSYN, a burly man in his forties. The image is herky-jerky videotape, presumably taken from a concealed camera as GOLITSYN walks down a foreign street. KITTRIDGE (O.S.) -- a former KGB Line X officer now working the international black market selling intelligence. This morning, we learned that Golitsyn has stolen one half of a CIA NOC list, the

list of our non- official cover agents working in Eastern Europe. The screen shows an image of what such a list might look like, code names and other information scrolling by on a computer screen at high speed. KITTRIDGE (O.S.) For security reasons, the NOC list is divided into two encoded halves. Golitsyn already has the cryptonym portion, which contains agent code names and targeting areas. This portion is useless unless combined with the second half -- the true name list that is kept in the CIA station in our Embassy in Prague. The Embassy itself comes on screen, a beautiful old building at the base of the Charles Bridge, which spans the Vltava River. KITTRIDGE (O.S.) We believe Golitsyn plans to steal the true name list at an Embassy function tomorrow night. Your mission, should you decide to accept it, is to obtain photographic proof of the theft, apprehend those involved, and return the stolen list. I don't have to stress the importance of this matter, Jim. We're keeping it internally black. Because of its urgency, I've already sent to Prague a team selected from your usual group. Still photographs come on screen, some of which we're already seen -- JACK KIEFER, CLAIRE and ETHAN. KITTRIDGE (O.S.) Ethan Hunt will of course be your point man, as usual. He's in Kiev; we're getting word to him now. INT. JET - DAY PHELPS sits back in his seat, closes his eyes, and rubs his tired brow. KITTRIDGE himself comes back on the tape. KITTRIDGE (O.S.) As always, should you or any member of your IM force be caught or killed, the Secretary will disavow all knowledge of your actions. This tape will self- destruct in five seconds. Good luck, Jim! PHELPS inhales deeply -- -- the tape in the armrest starts to smolder, sending up a plume of wispy smoke -- -- and PHELPS exhales, concealing the plume in a cloud of cigarette smoke. CUT TO: EXT. PRAGUE SAFE HOUSE - DAY SARAH and HANNA, a German woman in her mid-thirties enter. Another legend: PRAGUE INT. SAFE HOUSE - PRAGUE - DAY The IMF team's safe house is a sparsely furnished Prague apartment with a panoramic view of the city. The IMF team is scattered around the room. Sketches, pads, overfilled ashtrays and equipment are strewn everywhere. JACK and SARAH seated next to each other - JACK demonstrating the VISCO glasses to her. CLAIRE is seated opposite JACK at the computer. JIM and ETHAN are in the kitchen. HANNAH taking a roll of black-out curtain through the room. JACK Look to your right, then back to me. There's a camera built right into the bridge. Whatever you see it sees and transmits it back here. Can you hear me? SARAH Of course I can hear you. JACK No, in your...ear piece. You have a lovely smile (eyes). Can you hear me now? SARAH Loud and clear. JACK What's going on? SARAH I don't know. JACK Why

don't you take a look? SARAH Jack...that's spying. JACK That's what we do isn't it? SARAH Jack you're so wicked. JACK Too wicked to have a drink later? SARAH I think I might just take that look. ETHAN and JIM PHELPS are in a heated conversation. ETHAN Yeah, well, Jim, fact is I've got more than ninety days leave coming. PHELPS A hundred and sixty-seven, I think it is. Take it all, if you want. After this one. ETHAN I thought I'd take some now. PHELPS (quietly, to Ethan) What the hell's made you decide to take your leave at the worst possible time? Claire's in a weird mood too. ETHAN Oh? What's the problem? PHELPS I don't know, I had to go to Chicago again. You were in Kiev. You tell me. ETHAN Tell you what? PHELPS When you started noticing your short term memory loss. What the problem was you and Claire had in Kiev? ETHAN What problem? PHELPS (laughs) Ah, God, forget it. What are we talking burnout here? ETHAN I guess. PHELPS Ethan, you can't burn out. ETHAN Why not? PHELPS Because I can't afford it. And because you'd burn up before you'd burn out. CLAIRE, who is at the computer behind them, somehow seems to be the reference point in the following exchange: ETHAN How was Chicago? PHELPS Wonderful. Ran into a convention of auto dealers at the Drake Hotel. You hear the one about the astronaut who comes back from the first manned flight to Mars after two years? His wife's got a year old kid. So he says "All right. Who was it? My friend Harry?" She says no. "Oh, it was my friend Sammy." She says it wasn't Sammy. "Oh, I suppose it was my friend Lou." "No, what's the matter, don't you think I have any friends of my own?!" PHELPS laughs. ETHAN doesn't. The back of CLAIRE'S head is in his line of sight. PHELPS (CONT'D) Boy, you really are grim. Come here, take a look. He leads ETHAN to the window, which overlooks the city. EXT. PRAGUE - DAY ETHAN's POV of Embassy. INT. SAFE HOUSE - DAY ETHAN nods. PHELPS (CONT'D) Beyond Charles Bridge there is our Embassy. See it? Tomorrow night, if anything goes wrong, this guy will steal the names of our agents in every country all over Eastern Europe. Up for grabs to the highest bidders -- third world terrorists, arms dealers, drug lords -- any and everybody who'd love to get rid of long term coverts like us, and some very dear friends among them. If they're exposed, they'll be executed. Come over here. Take a lock

at this. CLAIRE, who is working at a computer, has pulled up a quicktime video image in a box on her screen. In it, an old edition of the McLaughlin Report, the PBS news show, is playing. ETHAN is distracted by it. INSERT - TELEVISION SENATOR WALTZER, a bearded, bespectacled man in his forties, is holding forth: SENATOR WALTZER I'll go you one further. I say the CIA and all its shadow organizations have become irrelevant at best and unconstitutional at worst. It's time we throw a little light on the whole concept of the Pentagon's "black budget." These covert agency subgroups have confidential funding, they report to no one -- who are these people?! We were living in a democracy the last time I checked. BACK TO SCENE ETHAN looks back at JIM. ETHAN You're going to use Walter? PHELPS He's our guy. ETHAN Isn't he chairing the Armed Services hearing? PHELPS Not this week. This week he's flyfishing at the Oughterard Slough in County Kildare, with one of our best Irish guides. ETHAN He won't be back in a hurry? PHELPS No, not in a hurry. What do you think? You think the plot'll work? ETHAN Sure. If the main character does. PHELPS If you were me, Ethan, who would you trust to make him believable? JACK comes breezing in with a piece of bubble gum. JACK Sorry, am I interrupting? ETHAN Always. JACK shows the gum to ETHAN. JACK Stick of gum. If you come up against a lock you can't pick -- Half the gum is red, the other half is green. JACK (CONT'D) Red light. Green light. Mash them together, asta lasagna. Don't get any on you -- you have five seconds. He offers the gum to ETHAN. PHELPS Are you gonna take it? CLAIRE glances up from the computer and catches ETHAN's eye. PHELPS may have caught the glance, but is focused on ETHAN. ETHAN (relenting) Give me the God damn gum. JACK Just don't chew it. PHELPS Thank you. CUT TO: EXT. AMERICAN EMBASSY - NIGHT The American Embassy glitters beside the Vltava River. Party at the Embassy tonight. INT. AN ELEVATOR SHAFT - NIGHT JACK, wearing black coveralls and slightly odd-looking eyeglasses (they're called Visco glasses), enters an elevator shaft through a small door at the base of the wall. He looks up the shaft, shining a flashlight until he finds what he's looking for -- -- a gray metal box, protruding from the wall one floor up. INT. SAFE HOUSE - NIGHT PHELPS is at a table in the safe house apartment, watching the bank of monitors HANNAH wired together earlier. The monitors are alive now, showing various views of the inside of the Embassy, where the party is going on, and one view of the elevator shaft. PHELPS wearing an IMF headset and speaks into the mouthpiece. PHELPS Ethan. Jack's inside. Window's open by

twenty-three hundred. INT. EMBASSY - NIGHT Inside the Embassy, the party is a formal, tuxedoed affair that's in full swing on the second floor. SENATOR WALTZER, the man who was on TV, walks up a grand staircase, headed in. An AMERICAN DIPLOMAT in a tuxedo hurries up to him. DIPLOMAT How do you do, Senator, I'm Rand Housman, the Ambassador's aide. If I could just steer you through the reception line here -- The DIPLOMAT pilots the SENATOR by one arm, guiding him to a reception line at the base of the stairs to the party. DIPLOMAT (CONT'D) Allow me to introduce Jaroslav Reid, the director of the National Gallery -- Petr Brandl, the mayor of Prague -- SARAH, a very attractive young American dressed in an elegant gown, steps out of the reception line and shakes hands with WALTZER. SARAH I bet you don't remember me, do you, Senator? SENATOR WALTZER Of course I do. How are you, Miss Norman? He leans in and kisses her on the cheek, and as he does so SARAH whispers something in his ear. SARAH He's in pocket. Under the archway behind me. Her tone, her words -- we realize she's on the team. The SENATOR pulls a pair of Visco glasses from his pocket (and if we didn't know the SENATOR was ETHAN before, this confirms it), puts them on, and looks up, over her shoulder. UNDER AN ARCHWAY NEAR THE ENTRANCE, ALEKSANDER GOLITSYN, the Ukrainian, has just come in from outside. INT. SAFE HOUSE - NIGHT PHELPS sees the SENATOR's point of view of GOLITSYN, through the glasses, broadcast back to PHELPS' monitor. He speaks into his microphone. PHELPS Sarah, mark the package and go to two. INT. EMBASSY PARTY - NIGHT SARAH still has the SENATOR's attention. SARAH Your advance team mentioned you'd want a tour of the facility, so I've gone ahead and set that up for you -- SENATOR WALTZER Terrific. Let's get going. (to the Diplomat) Will you excuse us? He slips an arm around SARAH and they walk off, not into the party, but the other way, toward a staircase that leads further into the Embassy. DIPLOMAT Uh, sir? INT. ELEVATOR SHAFT - NIGHT JACK climbs up the elevator shaft, towards the gray metal box. He just begins to remove the cover when he hears a noise from above. He looks up and sees the elevator above him descending. JACK quickly pulls himself flush against the wall. The elevator comes down adjacent to him and stops, pinning him to the wall. JACK Great. Come on. INT. EMBASSY PARTY - NIGHT As the SENATOR and SARAH pass behind the entering GOLITSYN, SARAH pulls a small bottle of perfume from her purse. But as she sprays, she points it slightly to the left, missing herself and hitting the back of GOLITSYN'S head. He never notices. They move on and down the flight of stairs. INT. SAFE HOUSE - NIGHT JIM PHELPS monitors the Visco views of the party. He looks to the fourth monitor and checks a view of the party, a jumpy one, as someone hurrying up stairs. PHELPS Hannah. He's marked. Lets go. INT. EMBASSY PARTY - NIGHT On a flight of stairs, HANNAH, dressed for the party and slightly out of breath, hurries up the stairs.

HANNAH En route. She also has a pair of Visco glasses, which she trains on the party below. She pushes a micro switch on the side of her glasses, activating an electronic filter, which tints the lenses. PHELPS (O/S) Hannah, pull the shade (or - Hannah go to night vision). HANNAH’S VISCO POV the party looks the same, but one head in the crowd stands out. That head is GOLITSYN'S, his hair a fluorescent green where SARAH sprayed it. INT. THE DENIED AREA/ELEVATOR BANK - NIGHT The SENATOR (let's just call him ETHAN) and SARAH come down the stairs and pass a sign that says "Denied Area -- Political Attaches Only." ETHAN checks his watch. 23:00. He nods to SARAH, they round a corner, and come to an elevator at the end of the corridor. A sign in front of it says "Out of Order." They head for it anyway. A MARINE GUARD appears from behind a side door, catching them by surprise. JACK Governor's in position. We have the elevator. GUARD Excuse me, can I help you? SARAH -- which leads directly to the Denied Area, the only limited access area in the whole facility. SARAH flashes an ID at the GUARD and keeps talking. SARAH (CONT'D) As you can see. this area has both a Marine guard and video surveillance, and is strictly monitored at all times. She walks up to the thumbprint analyzer on the elevator bank and slides her thumb inside. The panel lights up and flashes a message -- "ACCESS DENIED." SARAH and ETHAN trade a look. SARAH (CONT'D) (covering) Senator, don't you have a young man on your staff named JACK? She tries the thumb again, Still no soap. ETHAN Jack? I believe we did have a young man named Jack. Not a reliable man, as I recall. Constantly late or behind in his work. Now the GUARD, noticing that Sarah's not being allowed access, comes closer to them. GUARD Excuse me, let me see that ID again! INT. ELEVATOR SHAFT - NIGHT JACK is still pinned to the wall by the elevator, listening to their conversation. PHELPS (O.S.) Jack's pinned down Sarah. Should be a second. Keep dancing. ETHAN (O.S.) (with the Senator's southern accent) We were forced to tie him to my best stallion and drag him around the barn a few times. Finally, the elevator moves down a floor and JACK is freed. JACK Relax your crack, Foghorn, I'm workin' on it. He quickly opens the gray metal box, revealing a maze of circuitry. He patches in his computer, climbs on top of the elevator, and hits the keyboard, beginning to download. THE LAPTOP there's a split-screen of SARAH's thumbprint and the ID picture. JACK downloads her file into the security computer. INT. THE DENIED AREA/ELEVATOR BANK - NIGHT Ignoring the GUARD, SARAH turns and slides her thumb into the thumbprint analyzer once more. The panel glows, this time the message flashes -- IDENTITY CONFIRMED -- and the elevator doors slide open briskly. The GUARD, surprised, now catches sight of the SENATOR. GUARD Oh. Sorry, sir. He snaps a salute. ETHAN and SARAH get into the elevator and

the doors close behind them. INT. ELEVATOR SHAFT - NIGHT JACK looks down at the elevator below. Through a grating, he can see them inside. JACK The drink (date) with Sarah is definitely off. INT. SAFE HOUSE - NIGHT PHELPS moves from JACK's view of the elevator car to HANNAH's view of the party on his video monitors. PHELPS (a touch of impatience) Hannah -- I'm blind again. Hannah. INT. EMBASSY PARTY - NIGHT HANNAH, stationed on the second floor of the Embassy, moves to get a better view of the party. She reacquires GOLITSYN's glowing head. HANNAH He's heading to the denied area. INT. EMBASSY WORK ROOM - NIGHT This work room is filled with combination lock filing cabinets and various computer terminals. ETHAN hands SARAH his Visco glasses and she crosses the room, placing them upside down on top of a filing cabinet. ETHAN straps on a Visco wrist monitor and tunes it in, switching several times. ETHAN (to Sarah) Higher. Higher. SARAH Higher. ETHAN Right, right. Good. SARAH adjusts the glasses. THROUGH THE GLASSES, the view of the main computer terminal is upside down, but clear. Anyone sitting there will be recorded. INT. SAFE HOUSE - NIGHT On PHELPS' monitor, we see ETHAN, via his Visco glasses on the filing cabinet, standing next to the computer. PHELPS barks out a warning. PHELPS Get moving, Ethan. He's rolling to you. INT. EMBASSY WORK ROOM - NIGHT ETHAN pushes the elevator button but the elevator is already moving up. ETHAN Jack we're in position. INT. ELEVATOR SHAFT/WORK ROOM - NIGHT In a split view, we see both sides of the elevator wall simultaneously -- on one side, JACK is lying on top of the rising elevator, on the other side, ETHAN and SARAH are waiting for it to arrive. ETHAN Jack. Jack. JACK I didn't touch it. The elevator stops, the doors open -- -- and GOLITSYN gets on. GOLITSYN descends in the elevator with JACK on top and ETHAN and SARAH waiting down below! INT. SAFE HOUSE - NIGHT PHELPS sees JACK's point of view of the elevator, with GOLITSYN inside. PHELPS (tension rising) He's in the box, Ethan, he's in the box! INT. EMBASSY WORK ROOM - NIGHT ETHAN and SARAH are waiting in front of the elevator, the one GOLITSYN is about to step off of! ETHAN looks around, for a place to hide. ETHAN OK. Taking Golitsyn's exit. Jack, open the doors. SARAH What about my coat? I'll freeze. JACK (O.S.) I don't have it. INT. SAFE HOUSE - NIGHT PHELPS whips over to a laptop and starts typing. PHELPS Opening the doors. Go under. He jabs ENTER on his keyboard. INT. EMBASSY WORK ROOM - NIGHT The elevator doors WHISK open, revealing the empty shaft beyond. ETHAN and SARAH jump into the shaft. INT. ELEVATOR SHAFT - NIGHT ETHAN and SARAH jump down into the five foot empty space below the work room floor. Above them, the elevator continues its descent, with them hiding below. The elevator drops to just over their heads and stops. INT. EMBASSY WORK ROOM - NIGHT GOLITSYN steps off the elevator,

crosses the room and slides a 3.5 computer disk into the computer in the work room. Through the Visco glasses, we can clearly see him at work, downloading the vital information. INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT Waiting below the elevator, ETHAN takes off his jacket, starting to reverse it. He checks his Visco wrist monitor as GOLITSYN perpetrates the theft. He smiles and speaks into a microphone. ETHAN He's got it. Saved your ass again Jack. JACK (O.S.) Give me a break, Pops. SARAH Such a nice ass. JACK (O.S.) And a lonely ass. ETHAN Sarah's reconsidering. Claire, transport in five minutes. CLAIRE (O.S.) Roger that. INT. ELEVATOR SHAFT (BELOW ELEVATOR) - NIGHT Back inside, ETHAN strips off his mask and wearing his now reversed jacket, he and SARAH exit the small door at the base of the elevator shaft. EXT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT JACK rapidly disconnects his equipment. But as he pulls the final electrical clip from the elevator's wiring, it flashes and SPARKS. EXT. EMBASSY - NIGHT ETHAN and SARAH exit an Embassy service area by the waterfront and blend into the Embassy crowd, as an amorous couple. ETHAN In position. Jack open the door, let the package roll. JACK (O.S.) Roger that. Opening doors now. ETHAN Stairway, you’re wrapped, go to transport. ETHAN’S voice comes over HANNAH’S earpiece. HANNAH En route. HANNAH breaks off and goes up the stairs. INT. ELEVATOR - NIGHT The button marked "ROOF" lights up, seemingly all by itself. INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT The car engages with a sharp jolt -- JACK Hey. --and starts to rise. JACK looks down, into the elevator car, through the grate. There’s no one in it. INT. SAFE HOUSE - NIGHT On one of his monitors, PHELPS sees the elevator moving in the shaft. PHELPS Jack, what are you doing?! INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT JACK I’m not doing anything! (I don’t have it either). INT. SAFE HOUSE - NIGHT PHELPS is typing at his keyboard and jamming the enter button but gets no response. PHELPS I don’t have it -- I don’t have control! INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT JACK’S face pales. He looks up, above him, at the approaching ceiling. JACK Uh -- then I have a problem. INT. EMBASSY WORK ROOM - NIGHT GOLITSYN pulls out the now-programmed disk from the computer, slips it in his jacket pocket and heads for the door. INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT JACK looks up through his Visco glasses at the approaching roof, covered with spikes. EXT. EMBASSY - NIGHT Through the monitor, ETHAN sees JACK’S P.O.V. of the roof of the building approaching. Fast. ETHAN Cut the power. Cut the power Jack. Do you hear me. INT. ELEVATOR SHAFT (ABOVE ELEVATOR) - NIGHT On top of the elevator, JACK has ripped open the control panel again and is frantically trying to adjust wires to get the thing to stop. He swears, his fingers fumble, he works faster and faster. He looks up. The roof of the building is nearly upon him.

ETHAN (O.S.) Come on, Jack, come on. JACK looks up again, he cringes, he covers his head with his hands, he SCREAMS -- --and he’s crushed to death against the roof. EXT. EMBASSY - NIGHT ETHAN is staring at the static on the monitor that once was JACK’S signal. ETHAN Jack. Jack. He closes his eyes, knowing what that means. INT. SAFE HOUSE - NIGHT PHELPS also sees the static. PHELPS Man down. Stay where you are. I’m on my way. He gets up and races out of the apartment. INT. EMBASSY WORK ROOM - NIGHT GOLITSYN, who now has the disk, jabs again and again at the elevator button but it won’t even light up. He studies the elevator doors and jumps into the shaft, just as ETHAN and SARAH did moments before. He hits the floor of the elevator shaft and exits the small door at the shaft’s base. EXT. PRAGUE SAFE HOUSE - NIGHT PHELPS hurries towards the bridge. PHELPS En route. EXT. CHARLES BRIDGE - NIGHT PHELPS dashes onto the Charles Bridge and heads across the river, toward the Embassy. He throws a look back, over his shoulder. Paranoia’s setting in. EXT. EMBASSY (AS SEEN FROM CHARLES BRIDGE) - NIGHT Outside the Embassy, GOLITSYN escapes, pushing through the service area door and racing past a DRUNKEN COUPLE who are in the midst of a lover’s quarrel, in Russian. Pan past the embankment and onto the bridge where PHELPS is still racing to meet ETHAN. But he stops suddenly, as if hearing something and looks behind him, at the deepening gloom. EXT. EMBASSY - NIGHT ETHAN and SARAH hear PHELP’S voice over the monitor. SARAH The package is in the open. ETHAN Jim. Jim. He’s in the open. PHELPS (O.S.) I’ve got a shadow. ETHAN Can you lose him? PHELPS (O.S.) No. Abort. Over ETHAN’s shoulder, SARAH sees GOLITSYN getting away. Fog starts to roll over the river towards the bridge. SARAH Ethan. He’s out of pocket. ETHAN (to Phelps) Jim we can’t. PHELPS (O.S.) Abort. That’s an order. ETHAN Negative, Golitsyn’s on the move. INT. GETAWAY CAR - NIGHT Seated in the getaway car, CLAIRE listens to JIM and ETHAN argue. PHELPS (O.S.) No, damn it, no, I said ABORT! EXT. EMBASSY - NIGHT Outside the Embassy, SARAH and ETHAN argue. ETHAN Sarah eye on the package. Jim, I’m coming to you. SARAH Jim gave an abort, we should walk away. ETHAN No, we’re going to recover the disk, understand?! Now move! ETHAN takes off for the bridge, leaving SARAH to shadow GOLITSYN. EXT. PARKING AREA - NIGHT HANNAH hurries toward the getaway vehicle. EXT. RESIDENTIAL STREET - NIGHT ETHAN moves to the bridge stairs. PHELPS (O.S.) Where are you? ETHAN About two hundred yards from the bridge. PHELPS (O.S.) They’re covering this frequency, Ethan. Cut all radio communications. Repeat. Cut all radio communications. ETHAN continues to run toward the stairs to the bridge. Past CLAIRE who sits in the getaway car. He looks on his

monitor and again sees PHELPS’ POV. Only ominous silence. Phelps is looking back over his shoulder. The bridge is deserted. EXT. EMBANKMENT - NIGHT SARAH follows GOLITSYN as he hurries toward the shore, where a cobblestone promenade runs along the river. He disappears into the fog at the edge of the river. EXT. STAIRS TO BRIDGE - NIGHT ETHAN checks his monitor again. THE MONITOR PHELPS’ point of view changes radically as his head swivels on the darkened bridge. He whirls again, looking over his shoulder and this time the barrel of a gun is visible, pointing at him and before PHELPS has a chance to react a GUNSHOT CRACKLES over the monitor. The point of view goes crazy for a moment, then over and down to a bloody hole in his own chest. His head rocks again, then goes over the side of the bridge and makes the long, hard fall into the river below. EXT. STAIRS TO BRIDGE - NIGHT ETHAN’s face goes white with shock. ETHAN JIM! EXT. CHARLES BRIDGE - NIGHT He races up the rest of the stairs to the bridge but there’s no sign of PHELPS. ETHAN runs to the railing and looks down into the river but sees only dark, choppy waters below, now becoming obscured in the gathering fog. He turns and looks to the embankment. He can faintly see GOLITSYN, hurrying along the promenade. ETHAN gives chase. EXT. PARKING AREA - NIGHT ETHAN runs towards the getaway car, reaching a vantage point on the top of the stairs, he can see CLAIRE’S outline, visible in the driver’s seat. But as he descends the stairs -- --the car explodes and bursts into flames. The force of the blast knocks ETHAN back. ETHAN CLAIRE! He watches the burning car in stunned silence for a moment, a stunned CROWD starts to gather. Remembering SARAH, he rushes down the stairs towards the embankment. EXT. EMBANKMENT - NIGHT SARAH comes out of the fog near the riverbank and sees GOLITSYN again, slowing down. A MAN comes out of the fog an seems to ask GOLITSYN for a light. SARAH draws closer. Behind her, the DRUNKEN COUPLE seems to be hanging with her for some reason. EXT. STAIRS FROM BRIDGE - NIGHT ETHAN continues towards the embankment. EXT. EMBANKMENT - NIGHT SARAH is almost to GOLITSYN. Suddenly, the MAN in front of GOLITSYN pulls him towards him. Sensing something wrong, SARAH quickens her pace. The MAN is now hunched over GOLITSYN, facing away from SARAH, going through GOLITSYN’s pockets. The figure finds what it’s looking for -- the disk -- and takes it. SARAH comes closer -- -- and the figure whirls. It brings a knife up sharply, plunges it into her chest and slinks away out of sight. ANGLE ETHAN races around the corner onto the embankment. He bursts out of the fog, just in time to see SARAH fall to her knees, over GOLITSYN’s body. ETHAN sees the knife in her chest and GASPS. He pulls the knife out of SARAH, who is close to death. He looks at it -- it is a black Teflon knife with a serrated edge. BEHIND ETHAN The DRUNKEN COUPLE seem drunk no more. In fact, they’re watching ETHAN. Through the fog and night, they see him leaning over SARAH, holding the knife in his hands. AT THE BODIES SARAH goes still. ETHAN lays her down, turns the other body over and sees that it is GOLITSYN. He quickly begins rummaging through his pockets. ETHAN hear police sirens and sees... ANGLE A Prague police boat, SIREN wailing, arrives at the dock in front of the Embassy. The DRUNKEN MAN and WOMAN stop suddenly. As THREE POLICE leap off the boat and race toward the explosion, ETHAN leaps over the gate and races up the alley and out of sight.

EXT. STREET -- PHONE BOOTH - NIGHT ETHAN unscrews the mouthpiece of a payphone receiver. He’s holding a flat piece of metal with six prongs on it, a modernist cockroach. He CLICKS the cockroach into the guts of the phone’s wiring, piercing it with its little prongs. He screws the mouthpiece back on, holds the phone’s tongue down for a second, releases it and listens. He has a dial tone. Now he punches in a fourteen digit number he knows by heart. After a moment, a FLAT VOICE comes on the other side. FLAT VOICE (O.S.) Satcom seven. ETHAN Central Europe. Unsecured. FLAT VOICE (O.S.) Designator? ETHAN Bravo Echo one one. FLAT VOICE (O.S.) Switching. There is a long pause and then familiar voice comes on the line. KITTRIDGE (O.S.) This is Kittridge. ETHAN Go secure. Pause. A funny series of CLICKS comes over the line. KITTRIDGE (O.S.) Go ahead. ETHAN They’re dead. KITTRIDGE (O.S.) Who’s dead? ETHAN My team. Claire, Jack, even Jim - - Hannah, maybe, I -- don’t know KITTRIDGE (O.S.) Are you damaged? ETHAN They knew we were coming. Golitsyn’s dead too. The disk is gone. KITTRIDGE (O.S.) Are you intact? ETHAN Do you read me? The list is in the open! KITTRIDGE (O.S.) Let's just bring you in safely, and then we'll worry about that, okay? Were you followed? ETHAN closes his eyes. KITTRIDGE’S voice is strong and reassuring and he needs that right now. ETHAN I don’t think so. KITTRIDGE (O.S.) Don’t think, be sure. Are you clean? ETHAN Yes. KITTRIDGE (O.S.) Location green. One hour. I’ll be there myself. ETHAN You’re in Prague? KITTRIDGE (O.S.) Heard a lot about you, Hunt. Don’t disappoint me. ETHAN No sir. KITTRIDGE (O.S.) One hour. He hangs up. ETHAN does the same. He stares at the phone for a moment, thinking. He checks his watch. EXT. STREET - NIGHT ETHAN steps out of the phone booth and starts down the street. Every face seems to be starring at him now, every sound is menacing. He pulls his coat in tight, shoves his hands in his pockets and walks among the crowd. EXT. OLD TOWN SQUARE - NIGHT ETHAN makes his way past the old town clock, a towering, gothic structure and into a plaza, surrounded mostly by residential buildings. ETHAN’S POV Straight across from him is a glass enclosed restaurant built on the portico of an old palace. Brilliantly lit up from inside, the restaurant positively shimmers, every table visible from everywhere in the plaza. INT. RESTAURANT - NIGHT ETHAN'S POV ETHAN walks in the glass front doors, right next to an enormous fish tank, part of the restaurant's exterior wall. He scans the clientele carefully -- maybe a dozen PATRONS are scattered around. EUGENE KITTRIDGE is seated at a table in the middle. He and ETHAN make eye contact. ETHAN walks

to the table, a couple of quick, seemingly cursory glances around the room as he goes. KITTRIDGE has been working on a pretty good-sized lobster. He rises to greet ETHAN and they sit. KITTRIDGE I can't tell you how sorry I am. I know how much Jim in particular meant to you, Ethan. Personally as well as professionally. ETHAN Yeah. He spots a stack of documents on the table. ETHAN picks them up. There's a Canadian picture bearing ETHAN photo and the name Phillipe Doucette, credit cards, driver's license, etc. KITTRIDGE Passport, visas - you know the drill. We'll work the exfiltration thru Canada, debrief you at Langley. Throw the Prague police a bone, you know toss them a few suspects. Follow me? ETHAN Yeah. I follow you. KITTRIDGE We've lost enough agents for one night. ETHAN You mean I've lost enough agents for one night. KITTRIDGE seems to be at the point of saying one thing, then, carefully: KITTRIDGE You seem hell bent on blaming yourself, Ethan. ETHAN Who else is left? KITTRIDGE Yes. I see your point. ETHAN Why was there another team? KITTRIDGE What? ETHAN Of IMF agents. At the Embassy. Tonight. KITTRIDGE I don't quite follow you. ETHAN Let's see if you can follow me around this room. (eyes moving around the room) The drunk Russians on the embankment at 7 and 8 o'clock...The couple waltzing around me at the Embassy at 9 and 11. The waiter behind Hannah at the top of the staircase - Bowtie, 12 o'clock. The other IMF team. You're worried about me. Why? KITTRIDGE (a tight little smile) You're right. Maybe this'll save some time. The figures around the room have grown restless. KITTRIDGE tries to indicate that it's okay. He pulls some papers out of his jacket. KITTRIDGE (CONT'D) For a little over two years now we've been spotting serious blowback in IMF operations. We have a penetration. The other day we decoded a message on the Internet from a Czech we know as "Max." ETHAN The arms dealer. KITTRIDGE That's right. Max, it seems, has two unique gifts -- a capacity for anonymity and for corrupting susceptible agents. This time he's gotten to someone on the inside - he's put himself in a position to buy our NOC list. An operation he referred to as "Job 314". The job he thought Golitsyn was doing tonight. ETHAN But the list Golitsyn stole was a decoy. KITTRIDGE Correct the actual list is safe at Langley. "Golitsyn" was a lightning rod, one of ours. ETHAN This whole operation was a molehunt. KITTRIDGE

Yes, the mole's deep inside. And -- like you said. You survived. ETHAN stares at him levelly. KITTRIDGE (CONT'D) I want to show you something, Ethan. He now shoves the papers across the table. They're xeroxed copies of a Wisconsin bank account in the name of DONALD and MARGARET ETHAN HUNT. It shows a balance of $127, 000. KITTRIDGE (CONT'D) Since your father's death, your family's farm has been in sub-chapter S and now, suddenly, they're flush with over a hundred and twenty grand in the bank. Dad's illness was supposed to have wiped out the bank account -- dying slowly in America after all, can be a very expensive proposition Ethan. So, why don't we go quietly out of here onto the plane... ETHAN How about if we just go quietly into the bathroom and I wash your mouth out with soap - you pathetic button down bureaucratic asshole. KITTRIDGE (CONT'D) Ethan, I can understand you're very upset. ETHAN Kitteridge, you've never seen me very upset. ETHAN takes something from his jacket pocket. While KITTRIDGE talks, ETHAN unwraps whatever is in his hand. KITTRIDGE All right, enough is enough Hunt. You've bribed, cajoled, killed - and relied on intimate loyalties to get away with it. You're determined to shake hands with the devil and I'm going to make sure you do it in hell. We see what ETHAN holds in his hand -- it's the piece of bubble gum, half red, half green. He squeezes the gum, mushing the two sides together. ETHAN lashes out, swatting KITTRIDGE'S glass of wine off the table in one quick motion. As he does, he hurls the piece of gum. Diners look up, startled at the sound of the breaking wine glass. KITTRIDGE follows the trajectory of the glass -- -- and sees the piece of gum, stuck to the tank. His eyes widen. KA BOOM! The tiny piece of plastique explodes, SHATTERING the fish tank. A hundred gallons of water flow over the MAN and WOMAN, knocking them to the ground. At the same time, ETHAN bolts for the door. EXT. OLD TOWN SQUARE - NIGHT ETHAN races out of the restaurant and takes off, into the deserted square. EXT. SAFE HOUSE - ENTRYWAY - NIGHT Silence. ETHAN enters the darkened entry. INT. SAFE HOUSE STAIRWELL - NIGHT ETHAN glances up at the stairwell. Naked light bulbs illuminate the way up. He slips off his jacket and shirt, then puts his jacket back on. INT. SAFE HOUSE STAIRWELL - MOMENTS LATER - NIGHT ETHAN unscrews a bulb. He crushes the bulb in his shirt and scatters the glass fragments on the steps. He climbs to the next bulb. INT. SAFE HOUSE - DOORWAY - NIGHT At the now-darkened door to the apartment, there's the soft sound of another bulb being POPPED in cloth, glass fragments dropping and ETHAN'S at the door. INT. SAFE HOUSE - NIGHT In the darkened safe house, ETHAN goes to a vase with flowers, picks it up and unscrews the bottom, retrieving a Sig Sauer automatic. He moves through the rooms, checking them as he goes. INT. SAFE HOUSE BATHROOM - NIGHT ETHAN checks the shower, then goes to his shaving kit, pulling out a shaving cream can and a hairspray can. He unscrews the bottoms, retrieving cash in various denominations from various countries and a couple of passports. As he

pockets them, he catches sight of himself in the mirror. He's a mess. He splashes water on his face. INT. SAFE HOUSE KITCHEN - NIGHT ETHAN greedily tears the cap off a bottle of mineral water and proceeds to guzzle it as if he was dying of thirst. INT. SAFE HOUSE - NIGHT He comes back into the living room. Still drinking, he notices flickering lights on the other side of the room, the static from the four monitors PHELPS was watching. One by one, he switches them off. THE LAPTOP JACK had been using lies closed at his abandoned desk. ETHAN wakes it up. The computer emits a DIAL TONE, then STATIC as it hits its connection. It prompts ETHAN along: SELECT USENET GROUP ETHAN TYPES IN job 314 ETHAN Job. Job 3:14. March fourteen. Job 31 March. The computer replies: SEARCHING STRING NOT FOUND ETHAN tries again: max.com The answer: SEARCH STRING NOT FOUND He tries a few more, quickly -- "job," "jobs," "joblist.com," but nothing comes up. He tries something else -- "scroll usenet groups." The computer scrolls names of bulletin boards at a dizzying speed, by the hundreds. That's not going anywhere. ETHAN pauses, slaking his bottomless thirst and trying to figure out what permutation of "job 314" he should add to the others on his computer screen. He MUMBLES. ETHAN Job three fourteen. Job -- (a realization, the Biblical pronunciation) It's Job! He rummages around on the desk, checks the bookshelf and finds a Gideon Bible. He turns to Job 3:14 and reads the Bible passage "Kings and Counsellors..." He thinks for another moment, then punches back into the Internet and under the command "Select Usenet Group" he types: BIBLE The computer replies: 126 ENTRIES FOUND, SPECIFY GROUP ETHAN: BOOK OF JOB The computer presents a multi-colored screen of religious icons and artwork with an accompanying message: WELCOME TO THE BOOK OF JOB DISCUSSION GROUP. WHICH CHAPTER AND VERSE DO YOU WISH TO POST YOUR ENTRY UNDER? ETHAN types his answer "Job 3:14" and the screen presents a "stickie" for him to write his message on. He does: ETHAN Max -- Goods tainted. Consider extremely hazardous. DO NOT USE. Fate will be that of kings and counsellors who built for themselves palaces now lying in ruins. Must meet to discuss a.s.a.p. ANGLE A rhythmic CRUNCHING sound and from the darkness on the other side of the room, PHELPS staggers toward him, wet and muddy, his middle a hopelessly bloody mess. He looks like he's dying on his feet. ETHAN freezes, appalled. PHELPS Ethan, what are you doing? ETHAN tries to speak but nothing will come out. PHELPS (CONT'D) I needed you, Ethan. 1 needed you on the bridge, and -- you weren't there. Ethan? Ethan? ETHAN reaches out to grab PHELPS but can't seem to touch him. PHELPS suddenly vanishes into thin air, ETHAN awakens from the dream and finds himself leaping to his feet, gun cocked and pointed at -- ANGLE It's CLAIRE. ETHAN What are you doing here?! CLAIRE freezes, her hands half-raised. CLAIRE (carefully) Ethan -- Ethan, it's okay. It's Claire. Ethan what's wrong

with you? ETHAN Don't move. Her right hand has moved a fraction. She freezes again. ETHAN You were in the car! CLAIRE I wasn't. I heard that Jim was in trouble on the radio. He said someone was... ETHAN Shut up! I saw you. You were in the car. CLAIRE No, I got out of the car and I ran to the bridge. ETHAN Don't give me that! I was on the bridge. CLAIRE What happened to Jim? ETHAN There was nobody on the bridge. CLAIRE What happened to Jim? Ethan grabs her wrists, shouting. ETHAN Dead. Dead. Dead! Wake up, Claire! Jim's dead, they're dead. They're all dead! ETHAN releases her wrists. CLAIRE (mumbling) They're dead. Jim's dead. ETHAN Take off your coat. CLAIRE What? ETHAN Take off your God damn coat! He grabs a sleeve and literally tears the coat off her, half- spinning her around. The coat hits the floor like a dead body. CLAIRE'S instinctive move is to cover her chest. CLAIRE begins to shiver. ETHAN circles her, runs his hand cursorily across her body. It accentuates CLAIRE'S shivering. ETHAN (CONT'D) Where were you? CLAIRE I walked away. He said abort. He was gone so I walked away. ETHAN That was four hours ago! Who sent you? Did they send you here? CLAIRE (slowly) Who is "they?" ETHAN Did they send you...Did they send you? CLAIRE Who is they, who is they? ETHAN grabs her by the wrists. ETHAN Who sent you?! Who sent you? CLAIRE (screaming) No one sent me! We're supposed to be back here at four o'clock, four o'clock, if we abort, we don't return here until four o'clock, 0-four hundred, four am, four o'clock --! She sags. A moment. Then the clock begins to chime -- BONG, BONG, BONG, BONG. In the wake of the bells' reverb, ETHAN releases his grip on her wrists. INT. SAFE HOUSE - LATER THE SAME NIGHT ETHAN sits in front of the computer, staring blankly at it, still waiting for a response. CLAIRE sitting on the end of the bed. Dawn approaches, it's very, very quiet. CLAIRE Why haven't they brought us in yet? ETHAN I've been disavowed. They think I killed Jim and everyone else. Somehow a hundred thousand dollars found its way into my parents' bank account. Kittridge assumes I'm a mole they've been tracing and I've been in the employ of an arms dealer, Max, for the last two years, to get him our NOC list. A long moment while she stares at ETHAN's back. CLAIRE What are you going to do? ETHAN I'm going to get it for him. Whoever the mole

is, I think goes by the name of Job, at least part of the time. 1 can't find him, but if he knows 1 have the NOC list, he'll find me. CLAIRE Ethan, you're not making sense. Let me go in and talk to Kittridge. I'm going to tell him you had nothing to do... ETHAN Claire, Claire, Claire, if you're not dead, he's going to assume you're with me. The computer blinks and makes a noise - ETHAN goes to it. THE COMPUTER SCREEN Blinking -- "MESSAGE WAITING." ETHAN hurries over and clicks on the message box. The screen blinks and the message shows up: ? JOB - CORNER OF NEKAZANKA AND PRlKOPY ONE P.M. ? BUY A PACKET OF DUNHILL ? AND ASK THE MAN SITTING ON THE BUS ? STOP BENCH FOR A MATCH CLAIRE looks to ETHAN. CLAIRE The message is for Job. ETHAN I'm going to answer it. EXT. STREET BY BANK/FLORENC BUS STOP - DAY ETHAN arrives at the bus stop outside the Savoy Arcade. A MAN in a black wind-breaker sits on the bench, his back to ETHAN. ETHAN Excuse me, could I trouble you for a match? Without turning, the MAN offers up a box of matches. As ETHAN takes them, TWO MEN from behind take him by either arm and escort him into a car which has just pulled up. INT. CAR - DAY ETHAN slides into the back seat, between the TWO MEN. MATTHIAS, the man on the left, holds up a black hood. He extends it to ETHAN, who doesn't take it. MATTHIAS Would you remove your hat please? ETHAN Why? MATTHIAS You wish to meet Max? This is the price of admission. Reluctantly, Ethan pulls the hood over his head and the car takes off. INT. MAX'S APARTMENT - DAY The black hood still on his head, ETHAN has trouble sitting upright. He's before a desk, in an apartment somewhere in the city -- it's impossible to tell where, as the blinds are drawn. The place is roomy and lavishly furnished -- expensive Oriental rugs, well-chosen objects of art. Somewhere down the block, a dog BARKS, steadily, every few seconds. In the hallway outside the apartment door, someone is VACUUMING. MATTHIAS and the OTHER MAN are nearby. ETHAN I thought I was going to see Max. MATTHIAS You misunderstood. No one sees Max. ETHAN Then what am I doing here? MATTHIAS Allowing Max to see you and hear what you've got to say. ETHAN I don't communicate very well through a shroud. MATTHIAS If Max doesn't like what you have to say, you'll be wearing that shroud indefinitely. ETHAN I'm willing to take the chance. MATTHIAS Very well. MAX'S figure into frame. MATTHIAS removes ETHAN's hood. When it comes off ETHAN finds himself looking up at a tall woman of indeterminate age. She's handsome to the point of severity. MAX Who are you and what are you doing here? ETHAN I need one hundred thousand dollars. MAX Really? And you thought if you simply

showed up I might give it to you? ETHAN Why not? You gave Job a hundred and twenty five thousand. MAX The penny drops. You are not Job. Yes, Job is not given to quoting Scripture in his communications. And there was its tone -- aggressive but playful. Job is not playful. So you're something of a paradox. ETHAN That depends. MAX On what? ETHAN Whether you like a paradox. I want a hundred and fifty thousand dollars. MAX It's quite out of the question. ETHAN The disk Job sold you is worthless. It's bait, part of an internal molehunt. MAX And how might you know that? Are you another Company man? ETHAN Like Job? MAX Ah, but, we're asking about you. ETHAN I'm NOC. Was. Now disavowed. MAX Why, may I ask? ETHAN That's the question I want to ask Job. MAX I don't know Job any more than he knows me. ETHAN Even so, I'm sure you could arrange an introduction. MAX Why should I? ETHAN Because I can deliver the actual NOC list. The one you have is not only worthless, it's certain to be equipped with a homing device to pinpoint your exact location. MAX It's easy to say the disk is worthless when you say I can't look at the information and see if it's worthless. Not a tenable position, sir. ETHAN Okay, boot it up and in anywhere from thirty seconds to ten minutes you're gonna have Virginia farm boys hopping around you like jackrabbits. MAX (Pause.) Mm - Hmmm... ETHAN Tell you what. How good's the RF scanner you used in the car? MAX Very good. ETHAN Okay, use it. But I suggest pack up first. ANGLE MATTHIAS boots up. There's a little musical noise and the screen brightens. The computer WHIRS and CLICKS and a complex list of names, addresses, phone numbers and other personal information scrolls by. But Matthias is watching the digital read-out on the RF scanner. MATTHIAS Twenty-six, twenty-seven. So far so good. MAX That's not so good for you, my friend. On the scanner, the digital read-out is now in the thirties. MATTHIAS Thirty-two and change. MAX (to Ethan) Doesn't mean it's a signal. Could just be the hard drive heating up. She looks from the scanner to ETHAN as if she's trying to make up her mind about something. MATTHIAS Forty-four. Forty-five. ETHAN I'd say you've got about two minutes. MAX still doubts it. The OTHER

MAN goes to the windows -- --nothing happens. He opens the French doors that lead out onto a balcony. EXT. MAX'S APARTMENT - BALCONY - DAY The OTHER MAN comes out on the balcony. Nothing out here but a beautiful day. He walks to the railing and looks down at the street. Down below, the dog that's still barking is tied to a street sign. WOOF. WOOF. WOOF. Abruptly, it stops. INT. MAX'S APARTMENT - DAY Back inside: MATTHIAS Fifty-seven. Fifty-nine. EXT. MAX'S APARTMENT A pollution control van and a taxi arrive amidst other street activity. KITTRIDGE and the FEMALE CZECH AGENT exit the taxi as BARNES and TWO OTHER UNDERCOVER MALE IMF agents leave the van. INT. MAX'S BUILDING - LOBBY - DAY Led by KITTRIDGE, the FIVE IMF AGENTS wearing Kevlar-lined trenchcoats creep through the lobby of the building and hit the stairs. They climb them silently. INT. MAX'S BUILDING HALLWAY - DAY A CLEANING WOMAN is vacuuming the hall carpeting when the AGENTS come up the stairs, guns drawn. Her jaw drops and she turns off the vacuum cleaner. FEMALE IMF (in czech) Switch it on. Keep cleaning. KITTRIDGE looks at her sharply and gestures. She turns the vacuum back on. They reach the door of a certain apartment and -- INT. APARTMENT - DAY -- KICK through it. The AGENTS swarm into MAX'S apartment, guns waving in all directions. KITTRIDGE sweeps in between them and takes command of the place -- --but there's nobody here. TWO AGENTS race into the bedroom, and just as quickly out again. EXT. POWDER TOWER - TOP SHOT - DAY MAX, ETHAN, MATTHIAS and the OTHER MAN move quickly across the bridge that connects Max's apartment to the tower. EXT. MAX'S APARTMENT BALCONY - DAY KITTRIDGE kicks open the door to the balcony, comes outside, and looks around. Nobody in sight. KITTRIDGE GOD D- INT. MAX'S CAR - ETHAN AND MAX - DAY MAX Oh dear, Gunther will never let me use one of his apartments again. (turns to Ethan) Phew, sorry I doubted you, dear boy. You're a good sport. Do accept the compliment. ETHAN Thanks, Max. Or is it Maxine? INT. CAR - MOVING - DAY MAX I don't have to tell you what a comfort anonymity can be in my profession -- like a warm blanket. (abruptly) My deal with Job was subject to a successful boot scan. Obviously it didn't pass muster. Deal's off. ETHAN What was your deal with Job? MAX Six million dollars. I'll give you the same. But I want the complete list now, not just Eastern Europe. I won't do this piecemeal, it's too dangerous. I want the entire list, the true name of every non-official cover agent throughout the world. ETHAN Ten million. Ten million in negotiable U.S. Treasury certificates, in bearer form, coupons attached. And one more thing -- your personal assurance that Job will be at the exchange. MAX Done. Bring it to me in London. I want it by the end of the week. ETHAN How will you make sure Job will be there? MAX How will you make

sure I'll have the list in three days? It's been a delight. Now where can I drop you dear boy? ETHAN I'm not being dropped anywhere without my money. MAX manages to laugh without coughing. Then, with an admonishing forefinger: MAX I'm going to have to front you personally. Don't lose that money without losing your life. ETHAN I wouldn't dream of it. MAX settles back and regards ETHAN. A theatrical sigh. She fancies this guy. CUT TO: INT. MAX'S APARTMENT - DAY KITTRIDGE waits on the balcony for his AGENTS to complete their search. HARRY BARNES, a middle-aged, gray suited, somewhat gray-faced bureaucrat, comes to join Kittridge. KITTRIDGE The man's gone black, Barnes. He's under until he decides to surface. BARNES Look we can use someone from the Embassy and we can get the local authorities involved. Close off his transportation. KITTRIDGE What can we do, Barnes? Put a guy at the airport? How many identities do you think Hunt has? How many times has he slipped past custom, in how many countries? These guys are trained to be ghosts. We taught them how to do it, for Christ's sake! BARNES So what do you suggest? KITTRIDGE Let's not waste time chasing him. Make him come to us. Everybody’s got pressure points. Find out something that's important to him personally and you squeeze. CUT TO: INT. SAFE HOUSE - DAY ETHAN enters the living room. CLAIRE walks out of the bedroom holding a gun. ETHAN reaches into his jacket and holds up a hefty wad of currency. CLAIRE Max made a deal with you? ETHAN I deliver the NOC list, Max delivers Job. CLAIRE We've got seventy-five rounds for your Glock 9, but only twenty for the Sig Sauer, one pair of Visco glasses with monitor, plenty of passports. You said it yourself -- if I'm not dead, I'm with you. ETHAN You're sure about this? CLAIRE Jim was my husband. I want to know who killed him. ( ALT ) I want to get the son of a bitch who did this. ETHAN We need help, and we don't have time. They have to be local. CLAIRE What kind of help? INT. SAFE HOUSE - MOMENTS LATER - DAY The KY57 crypto phone, a black box with an ordinary phone receiver in the top, THUNKS down on the table. ETHAN plugs the phone cable from his laptop into the back. The green display on top of the KY57 dials a number and makes a computer connection. On the computer, the screen says: I.M.F. PERSONNEL DATABASE ENTER PASSWORD NOW ETHAN types a password and the screen asks him for the CATEGORY? He types in a single word. DISAVOWED DISSOLVE TO: INT. TRAIN - STATEROOM - NIGHT The word "disavowed" dissolves slowly over

the stateroom of a high speed train, where the newly assembled IM force has gathered around a table -- KRIEGER, a dangerous-looking Frenchman of forty or so, LUTHER STICKELL, a muscular, soft- spoken American in his mid-thirties. ETHAN, and CLAIRE. LUTHER regards the others warily. ETHAN Simple game. Four players. (points to Krieger) Exfil opens the pocket -- (and to Luther) -- cyber ops lifts the wallet. KRIEGER Bank? ETHAN IMF mainframe. KRIEGER (after a moment) Where exactly is it? ETHAN In Langley. LUTHER In Langley? The one in Virginia, Langley? KRIEGER Inside CIA headquarters at Langley. ETHAN nods. KRIEGER turns to CLAIRE. KRIEGER (CONT'D) Is he serious? CLAIRE Always. KRIEGER If we're going to Virginia, why don't we drop by Fort Knox? I can fly a helicopter right in through the lobby and set it down inside the vault and it will be a hell of a lot easier than breaking into the God damn CIA. LUTHER What are we downloading? ETHAN Information. LUTHER What kind? ETHAN Profitable. CLAIRE Payment on delivery. LUTHER I don't know. This I don't know. ETHAN This doesn't sound like the Luther Stickell I've heard of. What'd they used to call you? The Net Ranger? Phineas Phreak? The only man alive who actually hacked NATO Ghostcom. LUTHER There was never any physical evidence that I had anything to do with that.. that.. (correcting himself) With that exceptional piece of work. ETHAN You don't know what you're missing. This is the Mt. Everest of hacks. LUTHER You're all kidding yourselves. Even with top of the line crypto. Cray access. STU 3's -- CLAIRE Krieger can get it. (to Krieger) Right? KRIEGER May take a little time. ETHAN May take a little time. That's not what Claire tells me about you. LUTHER Thinking Machine laptops, I'm talking about the 686 prototypes -- with the artificial intelligence Risk chip -- ETHAN looks at KRIEGER. KRIEGER Twenty-four hours. ETHAN looks back at LUTHER. LUTHER thinks. LUTHER And I get to keep the equipment when we're done. ETHAN Luther, I guess you're all out of excuses. LUTHER I can't just hack my way inside. There's no modem access to the mainframe, it's in a stand-alone. I'd have to be physically at the terminal. ETHAN

Luther, relax, it's worse than you think. The terminal's in black vault lock-down. INT. CIA CORRIDOR/GUARD STATION - DAY While ETHAN talks, we see what he's referring to: A CIA ANALYST carrying a glass of iced tea and several file folders walks down a long corridor in the headquarters building. He comes to an impressive guard station and rests his chin on a strange-looking optometric device. ETHAN (V.O.) They missed nothing in that room. Even the vents have laser nets over them. Apparently the device approves and the ANALYST is buzzed into a "RESTRICTED" area of the building. INT. CIA COMPUTER ANTEROOM - DAY The ANALYST reaches a curtained area. He shoves the curtain aside and comes to a large, vaulted door. He slides a card- key into a slot, leaves it there and slides a second card-key into the slot beneath it. ETHAN (V.O.) Inside, there are three countermeasure systems that can only be deactivated by authorized entry. Which we won't have. A panel next to the ANALYST says "INTRUSION COUNTERMEASURES OFF." The ANALYST next spins a three digit combination code, CHUNKS the door open and steps into -- INT. CIA COMPUTER ROOM - DAY -- the secured terminal room. It's not large but it's impressive. A single terminal is bolted into the middle of the floor and the glass and tile walls of the room overlook computer storage towers. ETHAN (V.O.) The first system is sound-sensitive, anything above a whisper sets it off. The second system is on the floor and pressure-sensitive -- The ANALYST closes the vault door behind him and walks across the room. As he walks, the floor tiles light up under his feet, turning off again when he lifts the weight from them. ETHAN (V.O.) --and the third detects any increase in temperature. Even the body heat of an unauthorized person in the room will trigger it. A thermometer on the wall shows the temperature is 72 degrees. The ANALYST sets his glass down, boots up the computer, and starts entering data from the file folders. ETHAN (V.O.) All three systems are state of the art. The ANALYST turns and takes a sip of his iced tea. A drop of condensation runs down the glass and hits the floor. When it makes contact, the floor panel lights up. INT. TRAIN STATEROOM - NIGHT The other team members gathered around the table look at ETHAN skeptically. LUTHER And you really think we can do this. INT. TRAIN CORRIDOR - NIGHT The middle of the night and the train is dark. The team members come out of the stateroom to go to bed -- KRIEGER heads in one direction, ETHAN and CLAIRE in the other. ETHAN stops. His attention is drawn to the car ahead. There is a window in the door to the car and he looks through it. ETHAN'S P.O.V. THRU WINDOW (INT. BUSINESS CAR - NIGHT) Ethan sees the business car, a plush space for busy executives to get some work done on the train. There are laptops, cellular phones, desks that fold out in front of spacious seats. A FEMALE EXECUTIVE, forty or so, is seated at one of the desks, typing away into her laptop. INT. TRAIN - CORRIDOR - NIGHT ETHAN knocks on the compartment door. ETHAN May I come in? CLAIRE (wary but interested) Sure... INT. TRAIN - CLAIRE’S COMPARTMENT - NIGHT

ETHAN and CLAIRE enter, ETHAN closing the compartment door. He pulls an envelope from his jacket and holds it out to her. She takes it, waits. ETHAN It's cash. And a second passport. If anything goes wrong when we're inside, if you sense even the slightest deviation don't look over your shoulder, you walk away - you hear me? Just walk away. CLAIRE You don't think we're going to make it. ETHAN I didn't say that. CLAIRE You didn't have to......... ETHAN I just need you to be safe. CLAIRE What about you? ETHAN What about me - Jim called an abort - I didn't comply. I lost the team. I just need you to be safe. CLAIRE's coolness causes ETHAN to hesitate just enough to take it in. CLAIRE I wish I'd never laid eyes on you.. And they're suddenly, violently in each others arms, kissing and half-falling onto the converted bed. She suddenly resists. He senses it and pulls away. ETHAN Sorry. He rises and goes to the door. He's got his hand on the knob when CLAIRE wraps her arms around him from behind, turns him to her and kisses him, deeply. This time they sink slowly to the bed. CUT TO: EXT. CIA LANGLEY - DAY Seen from the air, CIA headquarters is a sprawling complex, two huge buildings surrounded by acres of parking lots hacked out of a thick forest. LANGLEY INT. COMMUNICATIONS ROOM - DAY KITTRIDGE, BARNES, and their STAFF are hard at work, photographs and biographical data of ETHAN on various computer and television screens around the room. KITTRIDGE leans back in his chair, staring at the ceiling. BARNES What I want to know is how Hunt accessed the disavowed file, even after we cut off his authorization code. AGENT LOWDEN/AGENT MAREK He may have used Phelps' code. They were friends, and Phelps, was still valid for twenty-four hours. BARNES If that's the case, we need to implement a system to immediately deactivate an agent's code immediately... KITTRIDGE brings his chair legs down on the floor with a BANG. KITTRIDGE I can't believe what I'm listening to. Hunt just kicked us in the ass, you guys are standing here trying to figure out what kind of shoes he had on! I don't care how he did it, I want to know why he did it! Is he recruiting? For what purpose? From somewhere in the building, an ALARM sounds, not too loud in here. AGENT PAT/AGENT LOWDEN Survival. The alarm get louder as it goes off in another part of the building. KITTRIDGE Too short sighted. This guy's proactive, he initiates. The question is what does he want now and where does he need to get it and Barnes what the hell is that noise?! An AGENT is just coming in from the hallway. AGENT Fire alarm, Gene. KITTRIDGE Oh, for --

do we have to evacuate? BARNES That's S.O.P.. KITTRIDGE S.O.P.. CUT TO: EXT. VIRGINIA TWO LANE HIGHWAY - DAY SIRENS BLARING, three fire trucks race past an inconspicuous gray van parked on the shoulder of a two lane highway. INT. CIA LANGLEY LOBBY - DAY Three FIREMEN stomp into the main lobby of the CIA headquarters building. ETHAN and KRIEGER are among them, in firemen's jumpsuits, carrying packs of equipment. ETHAN takes a breath as they cross to the GUARD's desk. He looks up, above him. Etched into the top of one wall are the words "AND YE SHALL KNOW THE TRUTH AND THE TRUTH SHALL MAKE YOU FREE." They reach the GUARD. ETHAN, who wears Visco glasses, elbows to the front of the group and takes charge. ETHAN (to the Guard) We picked up alarms in sectors three, seven, and twelve. The GUARD checks a screen in front of him. GUARD RICHARD Yeah. That's what I've got too. The FIREMEN look at each other. Who is this guy? But he seems to know what he's talking about, so -- ETHAN (to the Guard) What sector's the air conditioning? GUARD RANDALL Uh -- twenty-one, but there's no alarm in sector twenty-one. ETHAN I gotta go in there and shut it down! GUARD RANDALL Nobody goes into any sector where the alarm didn't go off. ETHAN Do you want to blow the fire through the whole building? GUARD RICHARD (reciting policy) Nobody goes into any sector where the alarm did not go off -- EXT. CIA LANGLEY - PARKING AREA - DAY One fire truck is parked slightly behind the others in the parking area of the headquarters building. Second truck roars past. LUTHER watches it go. INT. FIRE TRUCK - DAY LUTHER is in the belly of the fire truck with a ton of equipment -- three laptops, a bundle of phone cable, a mini- dish antenna, a cellular phone, several thick phone company manuals with names like "COSMOS" and "SWITCHED ACCESS SERVICE." One laptop serves as a Visco monitor, showing a video image in which LUTHER watches ETHAN'S point of view of the stubborn GUARD, who's finishing his sentence. GUARD (on screen) --and it did not go off in twenty-one! LUTHER turns to a screen on another computer and searches through a complex facilities menu. LUTHER (mouths) Twenty-one, twenty-one -- He finds what he's looking for and double clicks on it. A red box on his screen lights up -- INT. CIA LANGLEY - LOBBY - DAY -- and the same red box lights up on the GUARD'S screen. From in the distance, a new ALARM begins to wail. GUARD RANDALL Wait! Hold it - it's on. Let's go. ETHAN Let's move! ETHAN turns and looks at one of the FIREMEN behind them -- it's CLAIRE. CLAIRE and KRIEGER follow ETHAN/GUARD to corridor. INT. CIA STORAGE ROOM - DAY CLAIRE quickly slips out of her fireman's jumpsuit, revealing a business suit underneath. She clips an ID tag to her breast pocket. She pulls a piece of paper from her pocket, a computer

printout of a man's ID photo. She stares at the face, studying it. INT. CIA CAFETERIA - DAY CLAIRE, carrying a cup of coffee and a muffin, looks for a spot among the tables in the cafeteria of the headquarters building. She sees a MAN sitting alone, reading a newspaper. It's the man whose picture she looked at in the storage room. She sits next to him. He looks up and gives her an acknowledging half smile, then goes back to his paper. He turns to pick up the paper and in the moment he is facing the other way, CLAIRE pulls out a small vial resembling a perfume sampler. She dumps the clear liquid contents into his coffee. He turns back and hands her part of the paper. CLAIRE smiles. COFFEE MAN drinks up. CLAIRE stares at his shoulder strangely. He notices. She reaches out and flicks something off his shoulder blade. He smiles. But she hasn't flicked something off his shoulder blade, she's flicked something onto it -- a little piece of shiny gray metallic tape. CLAIRE leaves the table. COFFEE MAN drinks up and leaves the table. INT. FIRE TRUCK - DAY LUTHER stares at another one of his laptops, this one with a blueprint of the inside of the building. A cursor begins to flash in one of the rooms. LUTHER smiles. LUTHER Hi there. INT. CIA CORRIDOR/GUARD STATION - DAY A GUARD carrying an MP5, a handheld machine gun, leads ETHAN and KRIEGER to a heavy metal door marked SERVICE. GUARD Air conditioning's through here! They turn a corner, walking directly past -- -- COFFEE MAN, who's coming the other way. We stay with COFFEE MAN. INT. CIA LANGLEY - CORRIDORS - DAY COFFEE MAN comes out of the cafeteria, walks down the corridor. he goes to the restricted access door, taps the control panel. CIA ANALYST William Donloe. COFFEE MAN (ANALYST) walks past a GUARD desk and peers into an optometric scanner and we suddenly remember where we've seen COFFEE MAN before. He's the TECHNICIAN who works at the secured computer terminal. INT. CIA - SERVICE AREA - DAY ETHAN and KRIEGER in the service area - preparing. ETHAN putting the mask in a bag. The GUARD returns. GUARD Where's the other guy? The GUARD moves towards ETHAN, who kicks back at him, pushing him back to KRIEGER, who zaps the GUARD on the back of the neck. He twitches and slumps to the ground, unconscious. KRIEGER quickly grabs him around the neck. ETHAN turns. Holding the GUARD'S head with one hand, KRIEGER pulls a stiletto from the sheath in the back of his belt with the other. He jabs it toward the base of the GUARD'S skull - -- but ETHAN is on him in a flash. He grabs KRIEGER's knife arm shoving it up against the wall. Staring into KRIEGER'S face in warning. ETHAN Zero body count. KRIEGER (a threat) We'll see. ETHAN Time up. ETHAN releases him and walks away. INT. VERTICAL DUCT - DAY The Guard is tied up, lying on the floor of the Service Area Room. ETHAN and KRIEGER are below the open vent into the duct system. The first climb is straight up. KRIEGER cups his hands under ETHAN'S foot and lifts him up into the duct as he starts to climb. INT. DUCT - DAY ETHAN and KRIEGER crawl quickly through the ducts, moving horizontally now. They reach a juncture and turn right. ETHAN 1 - 2 - 3 - Toast, toast. Luther,

I'm going in. Don't disappoint me...Krieger, from here on in, absolute silence. INT. DUCT - DAY ETHAN and KRIEGER reach a ventilator shaft in the duct. A laser net protects the ventilator, red shafts of light cris- crossing every which way. ETHAN looks down, through the net. He can see the computer room below and the top of the TECHNICIAN'S head. INT. DUCT - DAY In the duct, ETHAN signals to KRIEGER, making a triangle of his hands. KRIEGER wriggles forward and hands him a multi- sided, pyramid shaped glass object. ETHAN raises the pyramid and intercepts a portion of one of the laser net's beams. The pyramid glows and we realise what it is -- a prism. The laser beam now captive in the prism, ETHAN carefully moves it out of the centre of the ventilator shaft and directs it toward another prism, clearing a path through the shaft. INT. CIA - COMPUTER ROOM - DAY Up in the ceiling above it, one of the screws starts to move in the ventilator shaft, unscrewing. When it appears ready to drop out, a thin strip of metal snakes out from between the bars of the shaft and edges up next to the screw. The screw drops out of its hole but it doesn't drop to the floor, it zips over and clings to the side of the metal strip with a gentle CLICK, as to a magnet. The screw is pulled up, through the shaft. Now the whole shaft moves, down, into the room, held by a hand. It turns sideways and is pulled up, into the duct. A rubber tube snakes down, through the hole, coming to a stop near the thermostat, which says it's seventy-two degrees. A gentle WHOOSH is audible as frosty air blows through the tube, cooling the room. INT. CIA COMPUTER ROOM - DAY The TECHNICIAN defaults the security systems outside the terminal room. INT. CIA - COMPUTER ROOM - DAY It is eerily still in the locked-down computer room we saw earlier. No-one is there, there's not a sound but for the gentle HUM of the computer as it waits to be put to use. Now ETHAN's head descends slowly into the room, his hair falling in front of him. At first it seems he's just poking his head in for a look, but he keeps coming and coming -- first his head, then shoulders, then waist, then knees, and finally we see his ankles and understand. He is lowered to stop in front of the thermometer and temperature read out on the computer. Suddenly ETHAN is lifted back up quickly to hang at ceiling height above the computer as the ANALYST enters the room. INT. CIA - COMPUTER ROOM - DAY The TECHNICIAN crosses to the computer and sits down, a stack of work to his right. INT. CIA COMPUTER ROOM - DAY The TECHNICIAN is working away at the computer. He pauses and wipes some sweat from his forehead. INT. CIA COMPUTER ROOM - DAY With a strange look on his face, the TECHNICIAN looks up. It's almost as if he senses ETHAN above him but instead -- TECHNICIAN Oh, God. -- he vomits. He reaches for the garbage can and upchucks again. Puzzled, sick and feeling another wave coming on, he drags himself to his feet, hauls himself across the room and leaves. INT. CIA - COMPUTER ANTEROOM - DAY Even sick, the TECHNICIAN still thinks to re-activate the alarm systems with a card-key. They HUM back to life efficiently, a light flashing: INTRUSION COUNTERMEASURES ON INT. CIA COMPUTER ROOM - DAY ETHAN descends

again, slowly but steadily, until he is at the same height as the computer terminal to hang horizontally in front of the computer. A heavy velcro strap binds his ankles together, secured by a rope that leads up into the ventilator shaft and through the set of pulleys. INT. DUCT - DAY KRIEGER holds the rope, his jaw clenched, sweat breaking out on his forehead. INT. CIA - COMPUTER ROOM - DAY Unfortunately, he's three feet away from it. He stretches his arms but can't reach. He blinks, unable to believe this. He curls himself into a situp and looks up, into the shaft. INT. DUCT - DAY KRIEGER sees the predicament. INT. CIA - COMPUTER ROOM - DAY ETHAN gestures to him, pointing to the floor. Slowly, KRIEGER drops him another few feet. Now ETHAN's lower than the terminal and still three feet away from it. He closes his eyes, summoning his strength and does another situp, bringing himself up right in front of the terminal. INT. FIRE TRUCK - DAY In the fire truck, LUTHER, who is watching on the Visco monitor, turns his head upside down to get a look at what ETHAN sees. He cups his hands around the microphone of his headset and begins to whisper. We hear only the moist, airy sound of his breath, not the words. LUTHER Type this password: AW96B6. Return. Go to the files menu, find the NOC list file. Open "NOC List." Put your diskette in. Double click on the NOC list. INT. CIA - COMPUTER ROOM - DAY ETHAN's ear receiver WHISPERS ever-so-slightly. He reaches out, to the upside down keyboard, cranes his head to see it and starts typing, softly. The computer HUMS, activated. ETHAN unbuttons his pocket, withdraws a 3.5 disk and slides it gently into the floppy drive. The computer accepts it with a soft WHIR. ETHAN winces, even that soft sound is deafening in these circumstances. But no alarms go off. INT. FIRE TRUCK - DAY LUTHER cranes his head again to see the computer terminal through ETHAN's trembling viewpoint. He WHISPERS more commands. LUTHER Ok, good! It's scrolling. 0K, now we're going to download. Edit menu. Select "copy to disc". You're downloading. When it's all green it's done. INT. CIA - COMPUTER ROOM - DAY ETHAN types in the contends, presses enter and the screen displays a comforting message: DOWNLOADING INT. FIRE TRUCK - DAY LUTHER'S eyes widen as he gets his first look, on the Visco monitor, of the specific information they're downloading. The NOC list. LUTHER Holy mother of God. INT. DUCT - DAY KRIEGER shakes with the strain of holding the rope. His eyes suddenly widen as he sees something next to him. It's a rat. KRIEGER stares. The rat stares back. Neither moves. Puzzled by KRIEGER'S lack of response, the rat crawls forward, inquisitive. KRIEGER's eyes water, his nose twitches. He's about to sneeze. INT. FIRE TRUCK - DAY LUTHER pulls himself together and WHISPERS another command into the microphone. LUTHER You've done it. Eject it. INT. CIA - COMPUTER ROOM - DAY The 3.5 disk is ejected from the floppy drive. ETHAN pockets

it and signals to be raised. Slowly, his body starts to move up. As it does, a bead of sweat rolls down his nose, balling at the tip. ETHAN ignores it. But below him, he sees the floor tiles, four of them lit up under the wheels of the chair at the computer terminal. His eyes widen as he realizes something -- --the drop of sweat falls -- --and he catches it with his right hand. INT. CIA - MEN'S - DAY CIA ANALYST crosses corridor from restricted access door to bathroom. A toilet FLUSHES, smashing the silence, and the TECHNICIAN staggers out of the bathroom. He goes to the sink and throws some water on his face. He's still unaware of the piece of shiny metallic tape stuck to his shoulder blade. He walks out of the bathroom, crosses corridor to door. INT. FIRE TRUCK - DAY On one of LUTHER'S laptops, the blinking cursor starts to move down a corridor. LUTHER speaks into his microphone. LUTHER He's rolling. Get moving! INT. CIA - COMPUTER ROOM - DAY ETHAN is near the ceiling, but KRIEGER isn't pulling any more. ETHAN looks up at him, wide-eyed and gestures to pull him up. KRIEGER shakes his head no. ETHAN gestures -- "WHAT?!" INT. FIRE TRUCK - DAY The cursor is halfway across the screen. LUTHER Get out of there -- get out of there -- INT. CIA - COMPUTER ROOM - DAY ETHAN still dangles. Holding the rope with one hand, KRIEGER holds out his other, demanding something. He wants the disk. INT. CIA CORRIDOR/GUARD STATION - DAY The TECHNICIAN makes his way back down the corridor, toward the computer room. INT. FIRE TRUCK - DAY The blinking cursor is near the edge of the screen and LUTHER is sweating. LUTHER He's at the vault - get moving! 1 yellow, 2 yellows...Toast! INT. CIA - COMPUTER ROOM - DAY ETHAN, still hanging upside down, has refused. KRIEGER demands again. INT. CORRIDOR/GUARD STATION - DAY The TECHNICIAN passes through the optometric scanner. INT. FIRE TRUCK - DAY LUTHER You're not moving! INT. CIA - COMPUTER ROOM - DAY ETHAN is hoisted up. INT. FIRE TRUCK - DAY LUTHER Phew! (to himself) NOC list. INT. CIA - COMPUTER ROOM - DAY ETHAN has the diskette in his mouth. KRIEGER leans down and takes it. He drops the knife. KRIEGER Merci. ETHAN We're not outta here yet. INT. CIA - COMPUTER ANTEROOM - DAY The TECHNICIAN deactivates the alarm systems, swings the door open and comes back into the room. He turns to close the door behind him and in so doing just misses seeing ETHAN'S head as it is pulled back up into the ceiling. CUT TO: INT. DUCT - DAY ETHAN throws smoke cannisters and he and KRIEGER crawl frantically back through the duct, the way they came. INT. CIA LANGLEY - LOBBY - DAY CLAIRE walks quickly past the GUARDS in the reception area and out of the building. INT. CIA - COMPUTER ROOM - DAY

The TECHNICIAN enters the room and shuts the door. He sees the knife, picks it up, looks at it and then puts it down. He resumes his work at the computer but when he punches up his program, something prints out on his screen. Its header: KEYSTROKE LOG -- FILE DOWNLOAD 11/18/95 9.58 AM And it goes on. The TECHNICIAN'S eyes widen in disbelief. He spins back in his chair and reaches for the nearest telephone. INT. CIA - COMMUNICATIONS ROOM - DAY In the communications room, tempers are running a little high. KITTRIDGE is on his feet, berating his staff. KITTRIDGE Think, for Christ's sake, you guys are mired in detail, open your minds, it's gotta be staring us in the face! What does Ethan Hunt want?! BARNES Same thing he wanted in Prague! Same thing he's always wanted! The NOC list! KITTRIDGE Okay! Now it's coming together in KITTRIDGE'S mind and a horrible thought occurs to him. KITTRIDGE (CONT'D) And where is the list vulnerable? There is nervous silence for a moment. Behind KITTRIDGE, on the other side of the room, the phone starts to ring. An AGENT gets up to answer it as a creeping fear pervades the room. KITTRIDGE (CONT'D) (joking) Other than here. Nervous laughter goes around the table. It fades. On the other side of the room, the AGENT who answered the phone turns, receiver in hand, face ashen. He holds the phone out to KITTRIDGE, terrified, the bearer of extremely bad news. They all turn slowly and look at him. He holds the phone out to KITTRIDGE, shaking slightly. AGENT It's for you. KITTRIDGE Kittridge, yup? CUT TO: EXT. VIRGINIA ROAD - DAY It may be a HUMAN SCREAM or it may be a SIREN'S WAIL but it echoes over the forest as a lone fire truck ROARS away from the headquarters building, making its escape. INT. FIRE TRUCK - MOVING - DAY LUTHER, KRIEGER, CLAIRE and ETHAN, the victorious team, are in the truck's cab. They exchange looks of massive relief. But no one speaks. LUTHER, in particular, looks heavily troubled by what they've just done. ETHAN looks at CLAIRE, who is jammed into the seat next to him. She drops her head on his shoulder, exhausted. KRIEGER, in the driver's seat literally and figuratively. ETHAN just looks straight ahead and to CLAIRE. CUT TO: INT. COMMUNICATIONS ROOM - DAY The TECHNICIAN who discovered the theft of the list sits at one end of the now-empty conference table in the communications room. KITTRIDGE sits in a chair beside, staring gravely at him. He gets up and walks to the door, where HARRY BARNES hovers. KITTRIDGE lowers his voice, it's barely audible. KITTRIDGE (CONT'D) (to Barnes) You and I know about this -- and that's where it stops. Understand? It never happened. BARNES What about him...? He gestures to the TECHNICIAN, who watches them anxiously. KITTRIDGE I want him manning a radar tower in Alaska by the end of the day. Just mail him his clothes. He leaves. Barnes turns to the TECHNICIAN, who looks up at

him anxiously. CUT TO: EXT. LONDON - NIGHT Night. This street is a row of nondescript hotels, one after the other, with anonymous names like "Hotel Pomeroy," "Hotel Vincent," and "Hotel Berridge." LONDON INT. LONDON SAFE HOUSE - NIGHT This barely furnished flat is as nondescript as the row of buildings it's in. ETHAN hurriedly digs through an overnight bag until he finds what he's looking for -- the now-battered bible he's used to contact Max. He flips through the pages and crosses the room to his laptop, which is powered up and waiting on the tiny desk. LUTHER, alone in a chair across the room. is seriously preoccupied. KRIEGER is sprawled-on a ratty sofa, hoisting a lager and watching CNN. CLAIRE is at the window staring out, anxious. KRIEGER glances over the back of the sofa at ETHAN. KRIEGER You contacting your buyer? (no answer) Ethan? From the desk, ETHAN glances up. Then goes back to the computer. KRIEGER continues to glare over the sofa back. KRIEGER (CONT'D) Ethan? Oh, 'scuse me Mr. Hunt? ETHAN ignores him, working. His computer jams with static as it connects to a BBS. The screen blinks and displays the familiar Bible group service through which he's contacted Max. When it asks him which chapter and verse for the posting, ETHAN flicks through the Bible, looking for the next code. He begins to type. MAX -- Now might be an excellent time to interpret Scripture face to face. Meet on TGV, noon tomorrow. Take seat 27. Bring our mutual friend Job. KRIEGER suddenly appears over his shoulder and knocks bible out of Ethan's hands to the floor. KRIEGER You're not going to any meeting without me. ETHAN My contact is extremely shy. He goes back to the computer, his finger hovering over the "ENTER" button. LUTHER and CLAIRE watch this growing conflict closely. ETHAN sighs and stands up. KRIEGER pulls out the blue disk he took from ETHAN in the computer room and waves it in front of him. KRIEGER I don't think you're in any position to give orders, do you? Not while I'm holding this. CLAIRE Krieger. KRIEGER Stay out of this. OR Lachez - moi OR T'agueue ETHAN Don't you mean this? He reaches into his briefcase and pulls out an identical disk. He puts it back in his jacket pocket. KRIEGER stares for a second. KRIEGER That's not it. That's not the list. ETHAN What's the matter, you don't know this trick? He holds the jacket pocket wide open, for KRIEGER to look into. KRIEGER does. The pocket is empty. ETHAN (CONT'D) (mock surprise) Where did it go?! It's GONE! ETHAN walks over to CLAIRE, reaches into the pocket of the trousers she's wearing and pulls out the disk. ETHAN (CONT'D) But not too far! He palms the disk in his right hand. ETHAN (CONT'D) I know what you're thinking, Krieger. You're thinking, back in the computer room -- I was up

here -- he was down there -- . He was carrying two discs. While he talks, he rotates his hand, palm away from KRIEGER. When he rotates it back, the disk is gone again. He holds up his left hand. It's there now. ETHAN (CONT'D) So hard to keep track of these things. ETHAN shows his hands -- now both are empty. KRIEGER (fuming) Where is it? ETHAN pats his pockets, pretending to be frantic. ETHAN I thought you had it! Do you actually think I'd let you have the NOC list? KRIEGER just stares at him, shaken. CLAIRE laughs. KRIEGER looks at her. He turns completely red. When he looks back at ETHAN, ETHAN holds two disks -- one in each hand. KRIEGER Try any sleight-of-hand with my money and I’ll cut your throat. He tosses his worthless disk into the trash can and storms out, SLAMMING the door behind him. ETHAN picks up the Bible and sees Drake Hotel. CLAIRE I'm so sorry. Krieger was my call. I've never worked with him. I'm sorry, Ethan. ETHAN We did what we had to do. CLAIRE I'm going to try and get some sleep. She leaves, closing the door behind her, leaving ETHAN and LUTHER alone. ANGLE ETHAN waits a moment, then casually walks to the trash can, picks up the disk KRIEGER threw out and brushes it off carefully. He replaces it, in the trash, with the blue disk from his jacket pocket. LUTHER Krieger did have the NOC list. ETHAN Now I want you to hold onto it. LUTHER What makes you trust me? ETHAN Because if you knew what you were getting into, you never would have done it. LUTHER I'm not letting this list get out in the open. ETHAN Exactly, that's your job. Tomorrow on the train, you can't let this list get out into the open. What's the range of this thing? LUTHER It's hard to tell. I'm gonna have to be close. ETHAN I'll get you close. Claire opens the door. CLAIRE Ethan I need to talk to you. ETHAN follows CLAIRE into her room where she shows him the television screen. INSERT - SCREEN On the screen, an anchor in the CNN news center. ANCHOR The unlikely setting...a farm in the heartland of America...the State of Wisconsin, where federal agents claim to have broken the brain trust behind an international drug ring. For a report we go live now to CNN correspondent (Joe Jones) in the state capitol, Madison. (Joe)...? CNN reporter speaks to camera, on the steps of a courthouse. REPORTER Authorities have identified the couple as Margaret Ethan Hunt and Donald Hunt. BACK TO SCENE ETHAN looks. CLAIRE behind him. INSERT - SCREEN An OLDER COUPLE, mid-sixties, exit the doors and are led down the steps of the courthouse in shackles. The Reporter and other news crews race up to the door. REPORTER Here they are

now. Camera follows the couple downstairs. Police roughly pull them away from the news crews. BACK TO SCENE INSERT - SCREEN REPORTER They were apprehended this morning by the DEA in a major sting operation for the illegal manufacture of the drug methcathinone, known on the street as "cat". BACK TO SCENE ETHAN INSERT - SCREEN VOICE (O.S.) Similar to methamphetamines, cat is seen by officials as one of the most powerful and dangerous drugs in the world. Some thirty-four cat labs have been seized so far, but the recently widowed Mrs. Hunt and her brother-in-law are believed to be involved in a global drug distribution network. A public official exits the building. The reporter and other news crews charge up to him. REPORTER Mr. Fairchild, agent Fairchild, a comment please. The image on the television changes to an interview with a PUBLIC OFFICIAL who faces a bank of microphones. PUBLIC OFFICIAL I think it's sad, really. Farmers, unless they're a conglomerate, are always operating on a paper-thin margin. I'm afraid what we have here is a case of a naive and lonely widow with a lot of financial problems who chose to make money through illegal means. REPORTER That was John Fairchild, the DEA agent in charge of this investigation. Officials tell me that international law enforcement agents are expected to arrive here later today to question the Hunts. This is Joe Jones, CNN, Love in Madison, Wisconsin. BACK TO SCENE ETHAN Kittridge... CLAIRE Bastard! ETHAN switches TV off and paces away from it. His anger erupts and he kicks the old filing cabinets, then picks up a chair and throws it across the room so it smashes into the wall. CLAIRE tries to get hold of him, but he shakes her away. ETHAN Don't...don't touch me... CAMERA SWING PANS between them. CLAIRE What are you going to do? ETHAN (turns to her and gestures at TV) He's expecting my call. (strides to door) I'm going to the station... (o/s at door) And I'm going to call him. EXT. LONDON SAFE HOUSE - RAIN - NIGHT ETHAN comes out from a side street by Liverpool Street Underground Station and crosses the road to the main station. CLAIRE watches him from the window. INT. LONDON TERMINUS RAILWAY STATION - NIGHT ETHAN hurries down escalator. CAMERA MOVES IN on him. He crosses to the TELEPHONE BOXES. He starts to dial a number. CUT TO: INT. CIA - COMMUNICATIONS ROOM - NIGHT A light flashes and a phone BUZZES. KITTRIDGE in shirt and tie, picks up. BARNES and several other AGENTS are monitoring newscasts and engaged in various activities related to the Hunt case. KITTRIDGE

(picking up) Kittridge. ETHAN (O.S.) I see you've been out visiting the folks. KITTRIDGE (covers receiver) It's Hunt. What do you need for a pinpoint? (to Ethan) Been watching a little T.V., have you? One of the technicians frantically scratches something on a piece of foolscap and waves it at KITTRIDGE: "80 SECONDS". KITTRIDGE nods. EXT. PHONE BOX - LONDON - NIGHT ETHAN Hauling Mom off to jail in shackles was an especially nice touch. INT. CIA - COMMUNICATIONS ROOM - NIGHT At the console, the number 44 flashes on the TECHNICIAN'S screen. TECHNICIAN He's in England. BARNES scratches England and 22 seconds on foolscap and waves it. KITTRIDGE (covering receiver) Get MI5. The TECHNICIAN opens another line on his console and begins patching through to Whitehall. KITTRIDGE Ethan, I want to reassure you that my first order of business after you come in is to get these ridiculous charges against your family dropped and eliminated completely from their files. Come in now, we can plea down the charges against you as well. The wall clock is thirty seconds and counting down. The TECHNICIAN is frantically signalling KITTRIDGE to keep talking. KITTRIDGE is momentarily stuck. Fortunately: ETHAN (O.S.) Can I ask you something, Kittridge? KITTRIDGE Certainly Ethan. INT. PHONE BOX - LONDON - NIGHT ETHAN If you're dealing with someone who's crushed, stabbed, shot and detonated five members of his own IMF team, how devastated do you think you're going to make him by marching Ma and Uncle Donald down to the county courthouse? INT. CIA - COMMUNICATIONS ROOM - NIGHT KITTRIDGE I don't know, Ethan. Suppose you tell me? Click. ETHAN has hung up. KITTRIDGE looks hopefully to the TECHNICIAN who says: BARNES Lost him. We needed three more seconds. Surprisingly KITTRIDGE is not as upset as he is puzzled. KITTRIDGE He wanted us to know he was in London. Clearly that's the question that KITTRIDGE is turning over in his mind and he doesn't have a simple answer to it. CUT TO: EXT. PHONE BOX - LONDON - NIGHT Close Digital clock. It reads 23.59. Angle widens to show ETHAN looking at it with grim satisfaction. He opens the door of the phone booth and almost SMACKS right into -- --the pale, weary, ghostlike figure of a man standing just inches in front of him. Startled, ETHAN looks up, but what he sees shakes him to the core. The man is JIM PHELPS. ETHAN SHOUTS and almost falls back into the phone booth. PHELPS leans against the door of the booth and smiles weakly. PHELPS You're a hard man to catch up with. PHELPS falls towards ETHAN. ETHAN tries to speak, but can't even form words. INT - RAILWAY STATION CAFE (DAY) ETHAN and PHELPS opposite one another in a booth, PHELPS looking clammy and

listing to one side. But the banter seems friendly and very quick - two friends and close colleagues able to follow one another's reasoning easily, finishing each other's sentences: PHELPS ..the next day I managed to drag myself to the safe house, must've just missed you..anyway, I checked our aliases. ETHAN - and picked us up in the States - PHELPS - but you left before I could get there and I could check just so many places.. ETHAN Yeah, smaller countries don't computerize customs records - PHELPS - so I watched Europe. Once you showed up in England..it was easy. ETHAN You knew I liked the rentals at Liverpool Street. PHELPS Hey, I showed 'em to you! ETHAN I remember.. PHELPS smiles warmly, has to steady himself to maintain an upright position. He opens a medicine bottle and takes the pain killers. ETHAN Jim, who do you think you're kidding? A doctor's gotta look at that. You can't sit up straight. PHELPS I can sit up straight. I just can't..sit up straight very well. It's not important! I saw who shot me. Ethan, I saw the mole. It was Kittridge. (a fist into the table) Kittridge! PHELPS grips the sides of the table. ETHAN Kitteridge. Oh my god! Kittridge is the mole? PHELPS Yeah. ETHAN How did Kittridge do it?.. EXT. CHARLES BRIDGE - FLASHBACK - NIGHT A reprise of PHELPS'S narrative only now ETHAN'S telling it and camera is showing the events as ETHAN sees they actually happened. ETHAN VO - first he took care of Jack in the elevator - At the Embassy PHELPS sends the elevator to the top of the building, watching it go and crush Kiefer. ETHAN VO - he shot you on the bridge - On the Charles bridge PHELPS using the Visco glasses aims the gun toward them, fires, cants the glasses and tosses them into the Vltava River. ETHAN VO - he must have had back up take out Golitsyn and Sarah at the fence.. There on the embankment, in the night and fog, it is KRIEGER who takes out GOLITSYN and SARAH thru the fence.. ETHAN VO How did he do Hannah? Here it is CLAIRE with back to camera who presses the detonator and turns dreamily to face it, the explosion brilliant behind her... ETHAN VO No. No. He could've taken out Hannah himself. PHELPS presses the remote detonator and the car blows.. OVER SHOULDER - PHELPS (INT. RAILWAY CAFE) ETHAN looking intently at him. ETHAN Why, Jim? Why? Awkward moment. PHELPS ..when you think about it, Ethan, it was inevitable..no more Cold War. No more secrets you keep from everyone but yourself, operations you answer to no one but yourself. Then one morning you wake up and find out the President of the United States is running the country -

without your permission. The son-of-a- bitch! How dare he? You realize it’s over, you’re an obsolete piece of hardware not worth upgrading, you’ve got a lousy marriage and sixty-two grand a year. Kittridge, we’ll go after that no good son-of-a-bitch, big time! ETHAN We don’t have to, Jim. He’ll come after us. PHELPS What’s going to make him do that? ETHAN What he didn’t get in Prague. The NOC list. PHELPS Jesus, Ethan. Good for you. ETHAN A meeting tomorrow on the TGV, enroute to Paris. PHELPS Tight security. No guns. Real plus. ETHAN If I supposedly deliver the NOC list to Max, Max has agreed to deliver Job to me. I’ll have Claire and Luther Stickell with me on the train. Marcel Krieger will have helicopter transport waiting in Paris. PHELPS looks away. Seems badly shaken. ETHAN Jim...? PHELPS I was sitting in a cafe waiting for you and suddenly there she was, standing in the rain just outside the safe house..alive and beautiful..and thinking I’m dead and gone. God knows what she’s had to do forget about me to keep going and get the job done, I.. PHELPS breaks off abruptly. Apparently some inner struggle over this threatens to overwhelm him. Then, controlling it: PHELPS - no. She can’t know about me. No one can. Not til this is over. There’s too much at stake, Ethan. ETHAN You’re probably right. PHELPS I usually am. ETHAN Once we leave the safehouse, get in there and crash. I’ll call you from Paris. PHELPS You got it. ETHAN And get a doctor. PHELPS Good luck. INT. LONDON SAFE HOUSE - CLAIRE’S ROOM - NIGHT The door to CLAIRE'S room in the safe house opens, throwing a shaft of light over her form. ETHAN creeps in and closes the door behind him. It is approximately one a.m. . CLAIRE is huddled in the corner. ETHAN enters and stands looking at her. CLAIRE What happened? ETHAN (walks towards her) I sent the message to Max. We’re on for tomorrow. CLAIRE Okay... ETHAN (he steps towards her, stops) Is this the only way? CLAIRE Yes.......come here....viens pres moi... She draws him down by his hand to kiss her. He kisses her again, more fully. She wraps an arm around him and he holds onto the kiss. The room appears to revolve around them. CUT TO: EXT. PRIVATE HELIPAD - DAY Suddenly it’s bright, broad daylight, so bright it hurts our eyes. KITTRIDGE and BARNES step off a military helicopter, blinking at the sunlight and hurry down the steps. TWO AGENTS immediately flank KITTRIDGE at the bottom and fall into step alongside, ready to brief him. One of them holds out a small package with "for Job" written on it.

KITTRIDGE looks at him. He rips it open. A note inside simply says: TGV. LONDON TERMINUS Noon. KITTRIDGE looks at his watch. It’s ten to twelve. As he reads the note, something else falls out of the envelope and CLUNKS to the ground. He bends over, picks it up, and looks at it. Cradled in his hand, we can’t see what it is. But to him, it’s very interesting. He steps up his pace, headed for the car. KITTRIDGE (to the Agent) How long to the London Terminus? AGENT Twenty, twenty-five minutes. KITTRIDGE You’ve got ten. Move! INT. WATERLOO STATION PLATFORM - DAY The sleek front power car, looking like the nose of an SST, gets its 25,000 volt charge from the overhead catenary. The rear power car gets its jolt. The TGV starts to move, pulling out of the station. INT. BUSINESS CAR - MOVING - DAY The business car is similar to the one ETHAN saw on the first train they look across Europe. It’s crowded, maybe THIRTY MEN and WOMEN in suits, most of them already immersed in work on their laptops or talking on their cellular phones. One such woman is MAX in her seat, number 27. MATTHIAS and the OTHER MAN, last seen dropping off ETHAN in Prague, sit across from her, her laptop is on the table next to her, in her briefcase. MAX How long until we reach the Chunnel? MATTHIAS Twenty minutes. INT. REAR CAR - MOVING - DAY A MAN puts a cellular phone and a radio/cassette machine on the bunk-bed. We only see his hands as he proceeds to take the parts of a pistol out of the cassette machine and assemble a wicked-looking pistol from the seemingly innocuous electrical parts inside. INT. BUSINESS CAR - MOVING - DAY MAX is reading the Financial Times. MATTHIAS is looking out of the window. A cellular phone rings inside MAX’s briefcase in front of MATTHIAS. MATTHIAS takes the phone out. MATTHIAS Yes... (holds phone out for Max) It’s him. MAX (into phone) This wasn’t what we discussed. ETHAN (O.S.) (on phone) My apologies Max. Couldn’t be helped. There’s a piece of black cloth under your seat. Tear it away and you’ll find the disk. MAX reaches down and does as instructed, finding the computer disk as promised. She hands it to Matthias who strips off the velcro covering and slots it into the drive next to the computer in the briefcase. He boots it up quickly and turns the briefcase containing the computer toward MAX for her to see. One half of the screen, with the heading "CRYPTONYM AND OPERATIONAL SPECS" is already jammed with information. The blank second half of the screen acquires the title "TRUE NAME," and information starts filling itself in rapidly -- names, addresses, identities. As the two sides match up, a legend flashes: IDENTITY MATCH MAX (back into phone) Ha, dear boy! I do hope this doesn’t prelude a meeting in private. ETHAN (O.S.) It doesn’t, dear girl. as long as you tell me where the money is. MAX The possibility alone is worth ten million. Baggage car, rack 3. Silver briefcase. Combination 314. ETHAN (O.S.) What about Job? MAX

I wouldn’t worry about him. Once you’ve got the money -- he’ll find you. INT. BUSINESS CAR - MOVING (ANOTHER ANGLE) LUTHER, three rows behind in another seat, is at work on a laptop of his own. A mobile Nokia phone is beside it - red light flashing. INT. SECOND CLASS CAR - MOVING (ANOTHER ANGLE) - DAY KITTRIDGE and BARNES move through the second class car. They turn around and start working their way back again. At the front, CLAIRE is getting desperate. A LARGE MAN passes through the door behind her. The LARGE MAN continues back, nearing KITTRIDGE and BARNES, who are forced to step into empty seats on the side in order to make room for him to pass. As they move by him, their vision is momentarily blocked -- -- and CLAIRE gets up to follow. She follows to the rear of the car and she passes through the door and out of the car, after KITTRIDGE and BARNES talk in doorway. BARNES Only four more cars. KITTRIDGE And if we don’t find him - we’ll search the whole train again. BARNES What’s Hunt doing on the TGV? KITTRIDGE High speed train. No-one gets on. No- one gets off. High security. Good place for a pass off to Max. BARNES But why tell us? KITTRIDGE He’s putting on a show, Barnes. BARNES What kind of show. KITTRIDGE I don’t know. (looks at his wrist monitor) It didn’t say on the tickets. KITTRIDGE and BARNES go off back through the next coach. CLAIRE follows into the same doorway and stops to speak into her wristwatch to ETHAN: CLAIRE Ethan...Kittridge is on the train. ETHAN Kittridge is Job. Max delivered. How far is he from Luther? CLAIRE Two cars. Where are you? ETHAN You are my eyes. Stay with him. She moves onto the next coach, going after KITTRIDGE and BARNES. INT. BUSINESS CAR - MOVING - (MAX) - DAY On her computer screen in the business car, an ominous message flashes. LIST COMPLETE MAX dials a number on her cellular phone. She is calling Job. MAX (into phone) He’s in the baggage car. PHELPS (O/S) (assembling gun in sleeping compartment) I’ll be there. MAX hangs up and hands the phone to MATTHIAS who slots it into the briefcase next to the computer. He dials a number on the keyboard and pushes send. The computer emits a DIAL TONE. Her computer flashes a message. MODEM DENIED MAX What’s the problem. MATTHIAS Connection denied. MAX Try it again. MATTHIAS It’s not working. MAX Is something wrong with the phone? (Pause as he tries the phone) Well is something wrong with the batteries? MATTHIAS I always check the batteries. MAX Run it through from the top. INT. REAR CAR (SLEEPING COMPARTMENT) - MOVING - DAY The MAN assembling the gun CLICKS the last piece, the silencer, into place. INT. CAR (NEXT TO MAX’S CAR) - MOVING - DAY KITTRIDGE and BARNES looking - stop in

doorway. BARNES Nothing but civilians, Gene. KITTRIDGE This is bullshit - we don’t even know what Max looks like. BARNES Maybe we don’t have to know what he looks like. If he’s got that list, he’s going to want to check it. We should be looking for laptops. KITTRIDGE Good idea. INT. BUSINESS CAR - (LUTHER) - MOVING - DAY LUTHER sees them coming. He smacks the laptop shut and positions his jamming phone on the table to point at Max’s computer. He gets up, taking his computer with him, headed for the rear of the car. A WAITER sees the phone and goes after LUTHER with it. WAITER Excuse me, Sir, your telephone... OTHER PASSENGERS’ phones nearby go haywire. LUTHER looks to MAX. Exits car. INT. BUSINESS CAR - MOVING - (MAX) - DAY Her dial tone finally hits the static of a computer connection and the message on her screen changes: TRANSFER IN PROGRESS MATTHIAS It’s working. MAX Phew! We’ve got five minutes... INT. BUSINESS CAR - MOVING - DAY LUTHER shuts himself in the bathroom. The OTHER MAN follows him, tries the door and waits his moment. The OTHER MAN bangs against the door. LUTHER braces himself against the door. INT. ANOTHER CAR - MOVING - DAY CLAIRE walking through. She pauses to listen in her earpiece. ETHAN (O/S) I’ve got the money. Meet me in the baggage car. She walks on. INT. BUSINESS CAR - MOVING - DAY KITTRIDGE and BARNES are looking at the people in the Business Car behind MAX. CLAIRE passes them by heading for the last executive coach to get to Club and Baggage Car. She passes the OTHER MAN at the bathroom door. He follows her. KITTRIDGE Get this door open. KITTRIDGE and BARNES have seen CLAIRE go through MAX’S Business Car and past the OTHER MAN at the bathroom door. They follow, but suspect the locked bathroom door and stop there to listen. INT. LAST EXECUTIVE CAR - MOVING - DAY CLAIRE moves swiftly through the last car (after MAX’S car). up into the Club Car and opens the door leading to the BAGGAGE CAR. Goes in. The door slams shut. KITTRIDGE Hello, Luther. Where’s Hunt? LUTHER Mr. Kittridge, the NOC list is being modemed off the train. KITTRIDGE Where? INT. REAR CAR - MOVING - DAY CLAIRE enters a little breathless. Spotting PHELP’S profile in the darkened car. CLAIRE Ethan’s right behind me. Listen to me Jim. Is it such a good idea to kill him? We take the money. Ethan takes the blame. No-one else has seen you alive. No-one will believe him. ETHAN Of course - I’m sorry to hear you say that Claire. CLAIRE Ethan? PHELPS Yes. Ethan Hunt, darling. Remember him? Here PHELPS pulls out his assembled pistol. CLAIRE You knew about Jim? PHELPS Course he did. Just exactly when he knew is something of a question. Before or after I showed in London, mind telling me, Ethan? ETHAN Before London. But after you took the Bible out of the

Drake Hotel in Chicago. PHELPS They stamped it, didn’t they? Those damn Gideons. PHELP’S watch alarm goes off. PHELPS Two minutes til Krieger shows. This’ll have to be quicker than I’d like. Certainly quicker than you’d like. CLAIRE Ethan, if you knew about Jim?..Why.. PHELPS Why the masquerade? Why take the risk? Well, Claire, you’ve asked the question and you are the answer. ETHAN I knew about Jim. PHELPS But, he didn’t know about you. In all fairness, Ethan, Claire was never convinced her charms would work with you. But I was supremely confident - having tastes the goods. "Thou shall not covet thy Neighbour’s wife", Ethan. Oh, Ethan is in love with you, Claire, make no mistake about it. And like all the world’s lovers, he’s tortured by the same, one pathetic question - "does she feel the same way I do?" JIM turns to CLAIRE. PHELPS Well Claire do you? Have you been exploiting his feelings or returning them? CLAIRE Jim - lets just get the money and get out of here. CLAIRE goes to ETHAN. CLAIRE (CONT'D) The money Ethan. ETHAN hands her the money. ETHAN You’ve earned it. CLAIRE goes to Jim with the money. PHELPS Count it. CLAIRE starts to count. ETHAN Tell me something Claire, that night in Prague, was it you or Jim that blew up the car and scattered Hannah all over town? PHELPS Keep counting Claire. CLAIRE It was me. I did it. CLAIRE hands PHELPS the money. PHELPS Satisfied? CLAIRE All ten million. PHELPS Fold it. Fold it tight. ETHAN Aren’t you going to thank me Jim. Ten million is better than six. PHELPS Don’t flatter yourself - six was for Eastern Europe. You made a lousy deal - ten for the world? What is that? But I needed you for the transfer with Max. I got a little extra change; and you got a little extra too. PHELP’S watch alarm goes off. PHELPS Sorry Ethan. Times up. Say goodbye. ETHAN You’re wrong about one thing. I’m not the only one who’s seen you alive. ETHAN throws JIM the Visco glasses. KITTRIDGE Good morning, Mr Phelps. PHELPS and CLAIRE are stunned. PHELPS You son of a bitch. PHELPS points the gun at ETHAN. CLAIRE Don’t Jim. PHELPS Now we don’t have to eliminate him? You like that, don’t you Claire? Don’t you? CLAIRE Yes. ETHAN Jim, it’s over. PHELPS Ethan - I’ve always taught you, nothing can be more dangerous than the truth. It can kill you.

PHELPS shoots CLAIRE. Struggle between PHELPS and ETHAN. The gun is lost. PHELPS beats ETHAN to the ground. His watch alarm beeps rapidly. He turns, goes up the stairs and... ETHAN goes to CLAIRE. ETHAN Claire...Hey... CLAIRE This stuff is so sticky. ETHAN Claire. CLAIRE It’s all right, Ethan..you’ll bring me back...won’t you... ETHAN I always have, Claire.. CLAIRE dies. ETHAN looks to ladder hatch and climbs ladder. INT. REAR CAR - ENGINEER'S SECTION - DAY PHELPS climbs up a ladder past an inert engineer slumped over the control panel -- an obvious earlier victim of PHELPS. PHELPS puts on a pair of clear goggles, reaches a trap door and climbs through it -- EXT. ROOF OF TRAIN - DAY -- halfway out onto the roof of the train. He reaches into his jacket pocket and pulls out a suction cup with a handle on the end of it. He SMACKS the suction cup down on the roof and pulls himself the rest of the way out. He pulls out a second suction cup and SMACKS it down on the smooth surface of the train. Now for the tough part. Using the suction cups, PHELPS slowly pulls himself forward, a foot at a time, pulling and replanting the cups as he goes. He drags himself over the length of the final car, to the back of the train, where the rear engine slants off sharply, a window for the ENGINEER. Half kneeling on the roof, PHELPS pulls out the clip from his belt. He looks up, scanning the sky behind the train. From out of the fog, a helicopter approaches. PHELPS turns and looks ahead, in the direction the train is going. In the distance, he can see the chunnel approaching the tunnel under the English Channel. His eyes widen. INT. HELICOPTER - DAY KRIEGER is at the controls. He sees the approaching tunnel as well. EXT. ROOF OF TRAIN - DAY PHELPS crawls like hell to get into position. Looking up, he sees KRIEGER pointing frantically behind him. PHELPS turns. ETHAN is climbing out the trap door. A cable and hook swing down from the helicopter, almost touching the roof of the train. PHELPS crawls closer to it. ETHAN, behind him, is in a far more precarious position. Without goggles or suction cups, he has to use his fingers to grab small holes on the roof. He is flipped over by the wind, ending up facing the other way. Loses his grip and is blown backwards over the roof. INT. HELICOPTER - DAY KRIEGER sees the Chunnel entrance approaching. He gestures to PHELPS and tries to move the cable closer to him, passing over PHELPS and then back to him. EXT. ROOF OF TRAIN - DAY PHELPS grabs the cable and is about to hook the cable onto his belt, ETHAN slides into him and they both crash onto the roof. ETHAN grabs the cable out of PHELPS hand and clips it onto the roof. PHELPS and ETHAN struggle, but they are hurtling dangerously closer to the chunnel entrance. They're now right on top of the chunnel entrance. INT. HELICOPTER - DAY KRIEGER sees the tunnel, only seconds away now. He paws at the controls, jerking back desperately on a certain lever. EXT. ROOF OF TRAIN - DAY PHELPS kicks ETHAN and he falls off the far side of the train. PHELPS falls off the near side and holding onto the strap manages to pull himself back on. -- The train ZOOMS into the tunnel -- -- AND THE HELICOPTER ROARS RIGHT IN BEHIND IT! INT. BUSINESS CAR/TUNNEL - MOVING - DAY As the train roars into the tunnel, the business car goes nearly dark and the message on MAX'S computer

screen changes one last time. This time it says: CONNECTION TERMINATED. TRANSFER LOST. MAX'S face falls. MAX Damn! INT. REAR CAR/ENGINEER'S SECTION - DAY Another CONDUCTOR races into the power car, past his inert companion, and is shocked to see the copter right behind the train. He grabs a radio and SCREAMS into it. CONDUCTOR No, no, it's IN the tunnel! VOICE (O.S.) Stop the train! CONDUCTOR It'll crash into us! Accelerate, accelerate. EXT. ROOF OF TRAIN/TUNNEL - DAY For a moment, we see no one. No ETHAN. No PHELPS. Moving around to the other end of the car, we see where they've gone. They're dangling from either side of it. PHELPS paws for one of the suction cups and pulls himself back onto the roof of the train. ETHAN reaches for the other cup. The helicopter, fortunate that this tunnel is double track and barely wide enough to accomodate it, pursues, KRIEGER pushing it up to full speed again. But it can't lift up high enough to go completely over the train. EXT. ROOF OF TRAIN/TUNNEL - DAY PHELPS, nearing the back, manoeuvers himself to the windshield of the rear power car, trying to grab the skid of KRIEGER'S copter. He doesn't see what's headed toward him, coming from the other direction. Another train. At the last moment, PHELPS notices the reflection of the oncoming train in the windshield and swings back onto the roof of his train, barely avoiding getting creamed by it as it blows by. The helicopter avoids the oncoming train too -- and PHELPS misses the skid. KRIEGER tips the front of the copter, trying to decapitate ETHAN with the rotor. PHELPS jumps onto the skid, but the copter pitches so far forward the blade hits the top of the tunnel. SPARKS and chunks of cement fly. KRIEGER levels the chopper quickly. ETHAN uses the moment to leap from the train onto the other helicopter skid. PHELPS and ETHAN now hang on the skids, facing one another. Crouching on the skid, ETHAN digs in his pocket and pulls out -- -- a red and green piece of bubble gum. PHELPS sees it and SCREAMS at KRIEGER, who scrambles frantically for his gun. ETHAN Red light, green light. Asta Lasagna mother fucker. ETHAN mashes the red into the green, slaps the gum onto the copter's underbelly and turns away from it. PHELPS kicks vainly at the gum, SCREAMING -- -- but the gum EXPLODES. The force of the blast rockets ETHAN forward, he lands on the train's windshield. The helicopter whirls and BASHES into the tunnel, veers wildly, then pitches forward and down, smashing PHELPS under the skid and EXPLODING in a giant fireball. ETHAN, stuck on the windshield, can only watch as the wreckage of the copter tumbles down the train towards him. It stops just short of him, with its bent and broken rotor blade barely missing his throat. ETHAN lays his head against the windshield glass, utterly drained. INT. BUSINESS CAR/TUNNEL - MOVING - DAY KITTRIDGE comes back into the business car and is joined by BARNES. LUTHER, only slightly bruised, stands up next to them and gestures to MAX and her laptop. LUTHER I think this is what you're looking for. MAX looks up, stunned. KITTRIDGE leans over and peers at her screen. He just smiles and sits down next to her, content to wait for her to speak. When she finally does, she's almost charming. MAX My lawyers will

have a field day with this. Entrapment, jurisdictional conflicts -- KITTRIDGE leans closer to her and lowers his voice, just as friendly. KITTRIDGE Maybe we'll just keep the courts out of this one. MAX I'm sure we can find something I have that you need. KITTRIDGE You know, I would love to try. EXT. LONDON PUB - DAY LUTHER sits on a high stool, his PowerBook next to him, while he sips a beer. A television screen is featuring follow-up coverage of yesterday's dramatic helicopter-train wreck in the chunnel. Aside from emphasizing that it was the work of a lone, crazed character in a helicopter who was killed in the crash, there are comments about how miraculous it was there were no other fatalaties. There are intermittent sounds of aircraft taking off and landing, announcements of arrivals and departures. ETHAN into shot. He sits beside LUTHER. LUTHER Reach your folks? (ETHAN nods) How they feeling? ETHAN About what? LUTHER The official apology from the Justice Department, the VIP treatment, you know, the whole nine yards. ETHAN Well my Mother was a little confused about how the DEA could mistake her and Uncle Donald for a couple of dope smugglers in the Florida keys. LUTHER picks up his beer. LUTHER (Laughs and with a British accent) Cheers. They drink. ETHAN Here's to you, Luther. (clink glasses) To being off the disavowed list. LUTHER Hey, I'm the flavour of the month! ETHAN You're more than that, Luther. They were mistaken about you and they're trying to show you they know it. They want you back in. LUTHER Sure. They want me back in so I won't break in! They still can't figure out how we did it. ETHAN You didn't tell 'em at the debriefing? LUTHER I figured I'd let 'em reinstate my back pay, give me a promotion, check out my office at Langley and then, maybe, talk about it. ETHAN (laughing) It's all one big negotiation, isn't it? LUTHER Why don't you come back with me? ETHAN Just don't know why I'd be doing it. LUTHER You really liked Phelps, didn't you? ETHAN He was a good guy for a long, long time. Just - not long enough. (looks up) Gotta catch my flight..(rising) So. How's it feel being a solid citizen again? LUTHER Oh man...I don't know. I'm gonna miss being disreputable. ETHAN Well, Luther - if it makes you feel any better I'll always think of you that way. The two men understand one another and LUTHER will say no more. The two exchange slight gestures of farewell and in a moment ETHAN disappears from the bar, leaving a contemplative LUTHER looking after him. INT. PLANE -

NIGHT ETHAN HUNT slumps down in his scat, dosing. A FLIGHT ATTENDANT makes her way down the aisle, holding a case filled with movie cassettes. She stops before a lady passenger. FLIGHT ATTENDANT Would you like to watch a movie, Miss Clarke? She then stops before ETHAN. FLIGHT ATTENDANT Excuse me, Mr. Hunt. Would you like to watch a movie. ETHAN No, thank you. FLIGHT ATTENDANT Would you consider the cinema of the Caribbean? ETHAN just stares at her. This couldn't be what it's sounding like. FLIGHT ATTENDANT Aruba, perhaps? The camera moves into ETHAN's face. They found him. They want him back. He looks up at her and..... CUT TO BLACK THE END

"MEN IN BLACK" by Ed Solomon Final Draft EXT. ROAD - TEXAS/MEXICO BORDER - NIGHT A million stars wink in the night desert sky. Down here on earth, an insect, one of those big, beautiful, multicolored four-winged jobs, glides effortlessly on the breeze, wafting along through the crisp Texas air. The insect dips, it banks, it does loop-the-loops -- and then SPLATS unceremoniously against the windshield of a white van that's tearing down the road. INT. VAN - TEXAS/MEXICO BORDER - NIGHT The DRIVER of the van, a fifty-year-old American, turns on the wipers, smearing the remains all over. DRIVER Goddamn bugs. He squirts some wiper fluid onto the glass, which clears it up a bit, but now he sees something worse up ahead. It's a grouping of headlights, eight of them, all pointed at him, sealing off the road. He bites his lip and calls over his shoulder, to the back of the van. He speaks in Spanish, which is subtitled. DRIVER Deja me hablar. (Let me do the talking.) EXT. ROAD - TEXAS/MEXICO BORDER - NIGHT The van slows to a stop in front of the parked cars, all government-issue four doors with "INS" stenciled on the sides. Seven or eight INS AGENTS stand in front of the cars imposingly. Their apparent leader steps forward and comes to the window. The DRIVER rolls it down. AGENT JANUS, blonde-haired, blue- eyed, also government issue, looks at him and sighs. AGENT JANUS Well. Nick the Dick. What a surprise. Where you comin' from? DRIVER I was fishing in Cuernavaca. AGENT JANUS Sure you were. What do you say we have a look at your catch? AT THE BACK OF THE VAN, the Agents fling open the rear doors, revealing a DOZEN FRIGHTENED MEXICANS, hopeful immigrants without official permission. Agent Janus looks at the Driver, who's now held by two other Agents, and shakes his head. AGENT JANUS Me, I woulda thrown 'em back. (to the passengers, in Spanish) Vamanos. Fuera. Hagan una lina! (Let's go. Out. Form a line!) They pile out of the van. Some are parents with small children. AGENT JANUS What do you get, Nick? Hundred bucks a head? Two hundred? I hope you saved it all for your lawyer, pal, 'cause you're gonna need -- He stops in the middle of his sentence, as another car is approaching, fast, its engine WHINING as it barrels down the road toward them. Several Agents pull their weapons. The new car pulls a hard right, goes off the road, spins around the INS cars, and SQUEALS to a sideways halt, silhouetted in front of their headlights. It's a boxy, black 1986 Ford LTD. TWO MEN get out, dressed in plain black suits, crisp white

shirts, simple black ties, shiny black shoes. KAY, fiftyish, is the apotheosis of world-weary; his partner, DEE, mid- sixties, is just weary. They approach the INS agents. KAY We'll take it from here. AGENT JANUS Who the hell are you? Kay and Dee flash some form of ID. KAY INS Division 6. AGENT JANUS Division 6? I never heard of Division 6. KAY Really? Kay and Dee move past him and approach the row of nervous immigrants. KAY What're we thinking, Dee? DEE Tough call, Kay. He walks down the row, studying the faces, greeting each one cheerily in Spanish. KAY !Oye! Que pasa, coma estas? Hey! (What's up, how are you?) No se preocupe, abuela. Bienvenida a los Estados Unidos. (Don't worry grandma. Welcome to the United States.) (next) A donde vas? San Antonio? Buscando trabajo, no? Buena suerta. (Where are you going? San Antonio? Looking for work, aren't you? Good luck.) (next) Es un placer verle aqui. (It's a pleasure seeing you here.) One by one, their faces relax, reassured by Kay's calm demeanor. When he reaches the fifth Guy, he keeps the same cheery tone, but: KAY Que dices si te rompo la cara? (What do you say if I break your face?) The Guy smiles and nods. Kay stops. His own smile broadens and he drops a hand on the Guy's shoulder. KAY No hablas ni una palabra del Espanol, verdad, amigo? (You don't speak a word of Spanish, right, friend?) Again, the Guy smiles and nods. Kay looks back at Dee. KAY We got a winner. (to the others) Los restos estan libres a irse. Largense! (The rest of you are free to go. Scram!) AGENT JANUS Sir! KAY Tomen el camion, y vayeuse. (Get on the road and go.) AGENT JANUS Sir, you can't just -- KAY Don't "Sir" me! You have no idea who you're dealing with! Silence on the road. The Driver grins, jumps back in the front seat of the van. The others pile into the rear and they tear out of there. KAY (to Janus)

We're gonna have a little chat with our friend here. You boys can hit the road... and keep on protecting us from dangerous aliens. Kay and Dee escort their captive across the road and over a small rise, leaving the stunned INS agents standing alone in the roadway. AGENT JANUS You ever heard of Division 6? 2ND INS AGENT There is no Division 6. 3RD INS AGENT Who are those guys? EXT. DESERT CLEARING - NIGHT Kay and Dee lead their captive into a clearing in the desert brush. Dee pulls an enormous handgun from a shoulder holster and stays a pace or two off, covering him. Kay has an arm draped around the man's shoulders. KAY I think you jumped off the bus in the wrong part of town, amigo. In fact, I'll bet dollars to pesos that you're not -- He pulls out a small laser device, which he ZIPS neatly down the front of the man's clothes. KAY -- from anywhere near here. The man's clothes fall to the ground, revealing what he really is underneath -- A SCALY SPACE BASTARD, about four-and-a- half feet tall, with a snouth, snail-like tentacles, and independently moving eyes on stalks at the top of his head. The only part of his camouflage not crumpled to the ground is the humanesque "head," which he still lamely holds in one of his hands. It's propped up by a stick, like a puppet, and it continues to make expressions as he holds it. KAY Mikey?! When did they let you out of jail? MIKEY replies -- an unfathomable combination of GRUNTS, SQUEAKS, and saliva. KAY Political refugee. Right. DEE You know how many treaty articles you've just violated? Mikey makes a lame SQUEAK. KAY One, my ass. Try seven. DEE From unauthorized immigration to failure to properly inoculate prior to landing. KAY (off Mikey's objections) Okay, that's enough. Hand me your head and put up your arms. From behind Mikey, they hear a terrified GASP. Kay and Dee both look over quickly. One of the alien's eyes, on a tall stalk, whips around too. All three of them see AGENT JANUS, standing just over the rise, staring in frozen amazement. KAY Ah, shit. Agent Janus SCREAMS. Mikey rips free of the rest of the "Mexican" disguise, knocks Dee out of the way, and takes off straight at Janus, SCREECHING a horrible Space Bastard screech. Janus freezes, terrified. KAY Dee! Shoot him! Dee struggles to roll over and change the controls on his gun, which fell out of his hand as he hit the ground. KAY

Dee, for Christ's -- Mikey keeps moving, covering the last few yards to Janus quickly. He steps on a rock, launches himself into the air, his dripping jaws cranked wide open -- -- there is a SIZZLING sound, a brilliant white flash -- -- and Mikey ERUPTS in a geyser of blue goo that splatters all over the ground, the trees, and Agent Janus' face. Behind where Mikey was, Kay stands, smoking weapon in hand. EXT. ROAD - TEXAS/MEXICO BORDER - NIGHT On the road, the INS AGENTS pull their guns and run toward the rise. EXT. DESERT CLEARING -- NIGHT Kay has an arm around Janus, whom he is leading further into the clearing. Janus is white, shaking, eyes like silver dollars. AGENT JANUS Th -- th -- th -- KAY (helping) "That." AGENT JANUS That wasn't -- wasn't -- wasn't -- KAY Human, I know. Oops. Got some entrails on you. He takes out a handkerchief and wipes off the Agent's face. As he does, Janus looks back to where Mikey blew up. Then at Kay. And then up at the stars. The other INS Agents burst over the rise, SHOUTING questions. KAY Okay, everybody, situation's under control, calm down. If you'll just give me your attention for a moment I'll tell you what happened. From over the rise, car engines WHINE in the distance and headlights start to flash around them. Kay reaches into his pocket and pulls out a tubular metallic device the size of a pocket recorder. He checks his watch, figures in his head, then dials an electronic counter on the side of the device up to "08." KAY This is called a "neuralyzer." A gift from some friends from out of town. The red eye here isolates and measures the electronic impulses in your brain. More specifically, the ones for memory. Behind him, six more MEN IN BLACK, all wearing black suits and sunglasses, come over the hill. Kay barks a few orders to them. KAY Gimme a splay burn on the perimeter, please; holes at 40, 60, and 80. 2ND INS AGENT What in the hell is going on?! KAY Exactly the right question. And the answer lies right -- here. Pay attention. JANUS Who are you, really? KAY Really? I'm just a figment of your imagination. He holds up the neuralyzer. The Agents peer closely at it. Kay reaches into his pocket, puts on his own black sunglasses -- -- and pushes a button on the side of the neuralyzer. A BLINDING FLASH a tenth of a second long sears the Agents' eyeballs. They stare blankly. KAY God, we're a gullible breed. Behind him, TONGUES OF FIRE blast from a

flame thrower held by one of the Men in Black. Kay looks back at the INS Agents, who are just coming around, as if awakening from a concussion. KAY I mean it, fellas, you are lucky to be alive after a blast like that. The Agents look around, confused. AGENT JANUS What -- blast? Kay gestures behind him, where the Men in Black are now using fire extinguishers to douse the flames they themselves started. KAY Underground gas vein, genius. You guys need to exercise more caution before discharging your firearms. He jabs a finger into Janus' chest. KAY Especially you. Dee has moved away from them all and is sitting on a rock, staring up at the night sky, his sunglasses dangling idly from one hand. Kay steps away from the group and finds him. He sits down next to him. DEE I'm sorry. About... back there. KAY Happens. DEE Didn't used to. He holds up his hands, which tremble with age. DEE The spirit's willing, Kay, but the rest of me... He looks up, at the million stars shining overhead. DEE They're beautiful, aren't they? KAY What? DEE The stars. We never just -- look. Anymore. (back to Kay) I'll tell ya, Kay. I will miss the chase. Kay pulls his neuralyzer from his pocket and looks down at it. KAY No. You won't. EXT. GRAND CENTRAL STATION - SOUTHERN EXPOSURE - NIGHT A shot of the clock on the Station's stately southern exposure. WE PAN DOWN TO... A pair of feet running. They belong to a man we will know as the PERPETRATOR. As we track with him, he SPEEDS UP and OUT OF FRAME. A new set of feet come into frame. These belong to JAMES EDWARDS, a NYC COP in undercover street clothes. In the BACKGROUND, about ten feet behind, are two other cops, trying to keep up. Edwards is a lot faster, though. He pulls out his badge that hangs from a chain under his shirt. EDWARDS Stop! NYPD! He continues running, out of frame, and we stay on one of the other COPS, overweight, who gives up the chase and drops to his knees, heaving air. COP All yours, Edwards! The Cop fumbles in his pocket for a pack of cigarettes. TRACK WITH EDWARDS AND THE PERP As they run down the bridge that traverses Park Avenue in the low Forties. The Perp veers to the left and, seemingly oblivious to the fact that it's a thirty-foot drop, he hurdles the guard rail, and drops to Forty-first Street below. EDWARDS is surprised by this maneuver, but doesn't waste a second. He, too, hurdles the

guard rail and lands on... EXT. 41ST STREET AND PARK AVENUE - NIGHT A DOUBLE-DECKER BUS, one of those cheesy sightseers that hold up midtown traffic. The bus, of course, is completely filled with JAPANESE TOURISTS, and it seems like every single one of them has a video camera. EDWARDS pushes through the crowd... EDWARDS Grand Central Station off to your left, folks... With the bus still moving, he scrambles down the circular stairs and runs out through the side door. He spots the Perp, sailing east on Forty-first Street. EDWARDS Dammit, man, you're making me sweat up my gear! Edwards spots one of those New York Post delivery trucks, the kind with the open back door, rumbling by. He runs and jumps into the back. EXT. FIFTH AVENUE - NIGHT THE PERP, meanwhile, is running at top speed, when Edwards glides into frame, leaning off the back of the truck. EDWARDS Yo, man, your luck just ran out. He leaps from the back of the moving truck and tackles the Perp. The Perp, now straddled by Edwards, is terrified. PERP He's coming! He's coming! EDWARDS And when he gets here, I'll kick his ass too. Edwards is about to slap the cuffs on him, when the Perp blinks. Nothing unusual about that, but then another set of translucent, milky white eyelids, underneath his regular eyelids, blinks also. Edwards is thrown for a moment, which is all the time the Perp needs to pull out... His WEAPON, which is the strangest looking gun you've ever seen. Reacting quickly, Edwards bats it out of the Perp's hand. THE WEAPON smashes into the stone wall surrounding Central Park and SHATTERS into a million pieces. EDWARDS What the... WHOMP! The Perp kicks him in the nuts, then scrambles to his feet and takes off again. Edwards staggers after him, in pain. The Perp leaps over a moving car, towards the GUGGENHEIM MUSEUM. Edwards tries to follow, but a bus pulls in front of him. After it passes, the Perp is gone. EXT. GUGGENHEIM MUSEUM -- NIGHT Edwards runs over to the Museum, leans over the wall that surrounds it, and in the next instant... The Perp flies past him, having leapt from twenty feet down to the top of the Guggenheim. He scrambles up and over the ledge. Edward reacts. He runs to the front door of the Museum, shoots it open and runs inside. He runs from the rotunda up the grand ramp of the Guggenheim. EXT. GUGGENHEIM MUSEUM - ROOF - NIGHT On the roof, the PERP reaches the top, climbs over the edge, and CRUNCHES to the gravel surface. He leaps to his feet and races over to a door. It's locked. He tugs on another. It's locked too. He pulls on a third. It swings open -- -- revealing EDWARDS on the other side, breathing hard. He aims his weapon at the Perp. EDWARDS Wassup? The Perp SCREAMS inhumanly and panics.

He backpedals, toward the edge of the roof. PERP He's coming! He's coming because I failed, and now he'll kill me too! EDWARDS Stop! PERP You don't understand. Your world is gonna end. But the Perp has backed right into the edge of the roof, and now he starts to fall over. The Perp blinks. EDWARDS What are you?! The Perp looks down. He decides. -- and he falls, SCREAMING, to his death. CUT TO: INT. INTERROGATION ROOM - NIGHT EDWARDS sits on one side of the table, a POLICE INSPECTOR and a UNIFORMED SERGEANT (the one who gave up the chase and lit a cigarette earlier), sit across from him. INSPECTOR Perpetrator then blinked two sets of eyelids. You mean blinked with both eyes? EDWARDS No, sir. He blinked once with one set, then again with another completely different set. SERGEANT Sort of a low beam, high beam. INSPECTOR Was that before or after he drew the weapon which you claim evaporated into a million pieces? EDWARDS After, sir. INSPECTOR And why do you suppose none of the other officers saw either of these two events? EDWARDS 'Cause some of the other officers are a little soggy in the midsection. And they couldn't keep up, sir. SERGEANT Hey, Edwards, if you were half the man I am -- EDWARDS What do you mean? I am half the man you are. SERGEANT What the hell is your problem? EDWARDS My problem is you being all up in my damn face all the time. SERGEANT I think he threw him off the roof. Ten minutes -- your best shot. INSPECTOR (cutting off the Sergeant) Sergeant. I want to talk to you outside. Now. EDWARDS You need ten minutes on a Stairmaster, you pudgy bastard. INT. INTERROGATION ROOM - LATER - NIGHT A woman sneaks into the room. DOCTOR LAUREL WEAVER, thirtyish, dark-haired, dark-eyed, general aura of darkness around her, stands above him. Laurel looks like she was just dragged out of bed (which she was) and saw a spaceman (which she did). She looks over her shoulder once, then whispers to him. LAUREL Laurel Weaver. Deputy Medical Examiner. I believe you. I opened him

up. Find me at the morgue. On 26th. I'll tell you what I found. EDWARDS Hey... Wait a minute. Wait a minute. LAUREL (turning at the door) You have really pretty eyes. She hurries to turn the corner, but is STOPPED by someone who remains just offscreen. VOICE (O.S.) Dr. Weaver, from the coroner's office? Working on the John Doe? Edwards twists in his chair, to get a better look. All he sees is Laurel, facing whoever it is in the hallway. LAUREL Yes. That's right. VOICE (O.S.) Would you look right here, please. The Someone says something else and Laurel steps forward, now also out of Edwards's line of vision. LAUREL (O.S.) Look where? Edwards stretches even further in his seat, when there is a blinding FLASH from the corridor. Really curious now, he starts to get up -- -- when KAY steps into the room and closes the door behind him. Edwards rolls his eyes. KAY Some night, huh? EDWARDS Oh, yeah, some night. He crosses to the door. KAY They were gills. Edwards stops. KAY Not eyelids. EDWARDS Who are you? KAY Did he say anything to you? EDWARDS (scoffing) Yeah, sure. He said the world was coming to an end. KAY Did he say when? EDWARDS You're kidding, right? KAY Would you recognize his weapon if you saw it again? EDWARDS Absolutely. KAY Let's take a ride. EDWARDS Wait a minute. I got a ton of paperwork. KAY It's all done. At that point, the INSPECTOR sticks his head in, smiles and gives Edwards the thumbs up. INSPECTOR Good work, Edwards. Edwards looks at the Inspector, then at Kay. As they leave. KAY You ran that guy down on foot? That's tough. That's double tough. CUT TO: INT. FORD LTD - A MOMENT LATER - DRIVING In a plain, boxy Ford, Kay drives, silent. He raises his hand and nods to a black MIB truck coming in the opposite direction. Edwards, in the passenger seat, is still in his undercover outfit. EDWARDS So who you with? Kay says nothing. EDWARDS You got the plain clothes, the

government-issued wheels. Secret Service? CIA? Kay remains utterly silent. EDWARDS (referring to the car) Yeah, well, whoever it is, you're short on funding. KAY Nothing is what it seems, kid. EDWARDS Oh, yeah, my bad '86 Ford LTD. That's a luxury ride. C'mon, who ya with? Kay pulls the car to a stop. KAY I'm part of a secret organization that monitors and polices alien activity on earth. Kay opens the door and gets out of the car. Edwards follows. EXT. PAWN SHOP - NIGHT Edwards looks around. Sees they're standing in front of a PAWN SHOP. EDWARDS This is where we're going? They get out of the car. EDWARDS Jack Jeebs? Guy buys from chain snatchers. Doesn't even sell guns. KAY Really? EDWARDS All right, you think it's worth shaking him up, fine. I'll do my thing. Then I want some answers. KAY Do your "thing," kid. Edwards goes inside. INT. PAWN SHOP - NIGHT JACK JEEBS is the sleazy, sarcastic proprietor of the Pawn Shop. He's not easily intimidated. JEEBS Officer Edwards. Oh, hey, geez, how'd these get here? I thought I turned 'em in to the proper authorities. He casually brushes some Rolexes off the counter. EDWARDS Way I hear it, Jeebs, you into something a little hotter than some stolen Rolexes. JEEBS Sure -- I'm a big crack dealer now. I just work here because I love the hours. This pisses Edwards off. He grabs Jeebs by the collar. EDWARDS (getting angry) I'm talking about guns, Jeebs. High- tech stuff. JEEBS C'mon, Edwards, whatcha see is what I got. KAY (O.S.) Why don't you show him the imports, Jeebs. At the sound of Kay's voice, Jeebs suddenly pales, a look of fear coming over his face. JEEBS H-hiya Kay, how are you? KAY The imports, Jeebs. Now. JEEBS You know I got outta that business a long time ago, Kay. KAY Why do you lie to me? I hate it when you lie. He pulls his own gun and aims it at Jeebs' forehead. JEEBS Whoa, whoa, Kay, hold on a minute here... KAY I'm going to count to three.

Edwards, seeing that Kay is getting somewhere, joins in the routine. EDWARDS He'll do it, Jeebs. KAY One. EDWARDS I've seen him do it. KAY Two. EDWARDS Talk to me, Jeebs, he's crazy when he's like this. JEEBS He's always crazy. (to Kay) Take a cruise. Get a massage -- KAY Three. KA-BOOM! Kay blows Jeebs' head off and Jeebs' body collapses to the floor. Edwards is shocked. Edwards pulls his own weapon and points it at Kay's head. EDWARDS Put down the gun and put your hands on the counter! KAY I warned him. EDWARDS Drop the weapon! KAY You warned him. EDWARDS You are under arrest. You have the right to remain silent. KAY Will you relax? JEEBS (O.S.) (irritated) Don't do that. Edwards whirls around to see Jeebs' BODY, growing another head. Only takes four or five seconds. Kay calmly shoves his gun up against Jeebs' baby-soft new cheek. JEEBS Do you know how much that hurts? KAY Show us what you got, Jeebs. Or I'll use up another one. Jeebs, panicked, hits a button on the underside of the counter, which promptly flips over, revealing yet another dusty shelf, piled high with junk -- -- but this is all alien junk. Weapons, mostly, bizarre, otherworldly weapons of all shapes and sizes. KAY Edwards? Edwards, still dazed by Jeebs' regrown head, glances down at all the weapons. EDWARDS Uh, this. This is what I saw. Kay looks at Jeebs, pissed off. KAY You sold a carbonizer with implosion capacity to an unlicensed cephlapoid. JEEBS He looked all right to me. KAY A carbonizer is an assassin's weapon, Jeebs. Who was the target? JEEBS I don't know. Kay raises the weapon again, threatening. KAY Jeebs! JEEBS I don't know! Kay lowers his gun, gestures to the shelf full of weapons. KAY This is all confiscated. All of it. I want you on the next transport off this rock. Or I'll shoot you where it doesn't grow back. Jeebs nods, point taken. Kay leaves.

EDWARDS Yeah. I'll be by tomorrow for those Rolexes. Shaken, Edwards follows. EXT. PAWN SHOP - NIGHT Edwards staggers out of the shop, trying to get the day's events straight in his head. EDWARDS The eyelids, fine... and the jumping thing... and the gun... okay, but the head? KAY Searching for a handle on the moment here? A place to file all this. EDWARDS See a head doesn't do that, it doesn't just grow back. (looking up) What's going on? KAY Can't help you, kid. Only comfort I can offer is that tomorrow, you won't remember a thing. EDWARDS Oh, no. This I'm gonna remember for a long, long time. Kay pulls the neuralyzer from his pocket. He hesitates for the briefest of moments -- as if this particular neuralyzation is different than all the others. Then he puts on his sunglasses. KAY Ever see one of these? CUT TO: INT. CHINESE RESTAURANT - NIGHT -- the flash dims on EDWARDS and KAY, sitting at a table in a Chinese restaurant. KAY (finishing a joke) -- and the wife says yeah, Harry, I know, but this one's eating my popcorn! He busts out laughing. Edwards, across from him, is completely disoriented. He looks down. There's a half-eaten order of broccoli beef and several empty bottles of beer on the table in front of him. EDWARDS Huh? Kay checks his watch. KAY Whoops. Gotta run. Thanks for the egg rolls. EDWARDS Where am I? KAY See what I mean about tequila? You're a bright young man, James. Just lay off the sauce. I'll see you tomorrow, nine a.m. sharp. He turns and walks out. Edwards checks his watch. A WAITRESS appears. WAITRESS Another beer? EDWARDS Coffee. Please. She walks off. Edwards looks at the table. There is a business card lying next to his plate, on which Kay has handwritten "James D. Edwards, Saturday, 9 a.m., 504 Battery Drive." Edwards looks at it, puzzled. He turns the card over and looks at the other side. There's not much there, no name, no phone or fax number, no e-mail address. Just three little letters, dead in the middle of the card: MIB CUT TO: EXT. FARMHOUSE - NIGHT A lonely farmhouse stands amid the fields of upstate New York farm country. Several lights are on and through a window we can see the silhouette of a

MAN sitting at the kitchen table, the silhouette of a WOMAN hovering over him, bringing things to him. The Man (EDGAR) waves his arms, ranting. EDGAR (O.S.) I go out, I work my butt off to make a living, all I want is to come home to a nice clean house with a nice fat steak on the table, but instead I get this -- this -- I don't even know what you call this! In the sky above, it's one of those brilliant star fields. But something strange is happening with one of those stars -- it's getting bigger. EDGAR (O.S.) I'll tell you what it looks like, it looks like poison. Don't you take that away, I'm eating that, damn it! It is poison, isn't it?! No, that star isn't getting bigger, it's moving. Toward us. Fast. It goes from a pinpoint to a dime, to a nickel, to a quarter, and works its way into fruit metaphors. EDGAR (O.S.) I swear to God, I would not be surprised if it was, the way you skulk around here like a dog been hit too much -- or ain't been hit enough, I can't make up my mind. Okay, we're way past watermelon now, that thing is huge, and it's starting to glow hot red as it enters the earth's atmosphere, headed straight toward us, coming here, to Beatrice and Edgar's place. The blazing fireball barrels through the sky, SNAPS off a couple trees -- EDGAR (O.S.) You're useless, Beatrice! The only thing that pulls its weight around here is my goddamn truck! -- and SLAMS right through a pickup truck parked in the driveway. A concussive BLAST follows, then a geyser of smoke and flame erupts. EDGAR (O.S.) Stay here! The silhouette of Edgar leaps to its feet, races to the door, and throws it open. Edgar is everything his voice led us to expect -- a nasty, bug-eyed redneck carrying a twelve-gauge shotgun. His mouth agape, he walks across the yard and stares at the hulking shell that was his truck. The skeleton of the truck is still there, but there's a huge, smoldering hole in it, a hole that goes at least ten feet down into the ground. EDGAR Figures. He walks to the truck and touches the door handle. Hot. Using his shirt tail, he opens the door and peers down into the hole. IN THE HOLE, he sees a smooth curve of metal and a few blinking lights. Embedded into the ground is, indeed, a spaceship, maybe eight feet across. BEATRICE calls from behind him, standing in the doorway fearfully. BEATRICE What is it, Edgar?! EDGAR (turns to her) Get your big butt back in that house! Beatrice does as she's told, closing the door behind her. Edgar turns back to the smoldering rock, raising his shotgun in defense. AN OTHERWORLDLY VOICE comes from deep in the

hole. VOICE (O.S.) Place projectile weapon on ground. Edgar staggers back a step, terrified. But then he regains himself, raises the weapon, and steps forward, pointing it menacingly down into the hole. EDGAR You can have my gun when you pry it from my cold, dead fingers! There is a pause while the voice thinks about this offer. Finally, it responds, in a voice and cadence remarkably similar to Edgar's. VOICE (O.S.) Your proposal is acceptable. A long, hairy pincer flashes out of the hole, grabs Edgar by the head, and pulls him down into the hole. From deep in the hole, we hear a terrible RIPPING sound, like a bedsheet being torn in half. There are some disgusting GUSHY sounds, then a moment later, something flies out of the hole and FLOPS onto the ground next to the truck. It's Edgar. Well, sort of. His body parts still hang together -- face, arms, legs, even clothes -- but everything inside has been removed and now he just lies there, flat and empty, like a tuxedo on the floor after the prom. The shotgun flies out and lands beside him. CUT TO: INT. FARMHOUSE - KITCHEN - NIGHT BEATRICE sits at the kitchen table, terrified, still wiping away tears from Edgar's diatribe. The door opens and EDGAR comes back into the kitchen, seemingly fleshed out again, leaving the door hanging open behind him. He carries the shotgun. She looks up at him, anxious. But his face is a blank. BEATRICE What on earth was it?! He looks at her strangely. When he speaks, his voice is different than before. More refined. EDGAR Sugar. Pause. She looks out the window, at the smoking truck. BEATRICE I've never seen sugar do that. EDGAR Give me sugar. Puzzled, Beatrice gets up, goes to the cabinet, and grabs a bag of sugar. She holds it out to him. EDGAR In water. Frightened, she takes a glass of water from the table. She dumps some of the sugar into it. EDGAR More. She puts more, till the glass is brimming. She stirs it quickly with a knife and hands it to him, her hand trembling. Edgar takes it and downs it in a single gulp. Beatrice stares at Edgar, no idea what to think. She notices something odd about the skin on his neck. BEATRICE Edgar, your skin! It's -- it's -- just hanging off your bones! Edgar drops the glass and looks in a window, to catch his reflection. He reaches up -- -- and twists his whole face, as if adjusting a ski mask, then tucks the skin of his neck back into his shirt collar. He looks at her. EDGAR That better? Beatrice faints. EXT. FARMHOUSE - NIGHT Stillness. Silence. A loud SCRAPING sound comes from the pit

left by the spaceship. The nose of the ship itself rises up out of the pit, wavers, keeps moving, and finally CRUNCHES to the ground outside the pit. EDGAR climbs out of the pit, breathing heavily. He dusts himself off and continues pushing the ship, along the ground, off into the darkness. CUT TO: EXT. MIB BUILDING - DAY The next morning. EDWARDS, holding the small MIB business card in his hand, compares the address written down by Kay to the address on the utterly nondescript building in front of him. It's seven stories high, gray, windowless, perfectly square, squatting on a bridge over a road like a fat guy on the john. "504 Battery Drive." INT. MIB BUILDING - TUNNEL VENT ROOM - DAY EDWARDS steps through a heavily barred metal door and into long, bizarre room. One wall is entirely dominated by the enormous blades of a tunnel vent air intake. There is an elevator at the far end of the room and an OLD SECURITY GUARD, the rent-a-cop kind, reading a comic book on a folding metal chair halfway across. Edwards walks across the room, his footsteps ECHOING. The Guard looks up. GUARD Help you? EDWARDS Maybe, I'm not sure, see, I got this card -- GUARD Elevator. Push the "call" button. And he goes back to his comic book. Edwards, maybe out of nothing more than curiosity at this point, walks across the room, toward the elevator. As he draws close, the elevator doors WHOOSH open, expecting him. INT. MIB BUILDING - ENTRANCE ELEVATOR - DAY Edwards steps inside and turns around. The doors close. He pushes the "call" button and waits, but the elevator doesn't move. Instead, doors on the other side of the elevator slide open silently behind him. Edwards waits, unaware. From behind him, somebody clears their throat. Edwards turns around, and finds himself standing in -- INT. MIB BUILDING - INTERVIEW ROOM - DAY This back room is every bit as mysterious and unfamiliar as the entryway. Standing at the front of the room is ZED, a wire-haired career G-man, an old school bureaucrat, wearing the exact same kind of suit Kay had on last night. SIX OTHER HOT RECRUITS sit in egg-shaped chairs, staring at Edwards. One chair is empty. ZED You're late. Sit down. Edwards takes the remaining chair. The elevator doors slide shut. Zed continues addressing the Recruits. ZED My name is Zed. You're all here because you're the best of the best. Marines, Navy SEALS, Army Rangers... NYPD. They all turn and regard Edwards a little smugly. He gives it back. ZED And we're looking for one of you. Just one. What will follow is a series of simple tests designed to quantify motor skills, hand-eye coordination, concentration, stamina -- I see we

have a question. Edwards's hand is, indeed, up. EDWARDS Why, uh -- I'm sorry, it's just no one really asked this, but -- why, exactly, are we doing this? Silence. Then one of the young recruits eagerly raises his hand. Zed calls on him. ZED Son? AMBITIOUS RECRUIT (loud and formal) Jake Jensen, West Point, graduate with honors. We're here because you're looking for the best of the best of the best, sir! Edwards tries to stifle a laugh, but can't. ZED What's so funny, Edwards? EDWARDS I -- I don't know, sir. This guy. "Best of the best of the best of the best of the --" (realizing nobody is with him on this) It just struck me as -- (totally serious) Humorous. Sir. Short pause. Then Zed continues. ZED Okay. Let's get going. INT. MIB BUILDING - INTERVIEW ROOM - LATER - DAY The recruits scribble away at the written test. It's a thick document -- reasoning skills, general knowledge, diagrams. The RECRUITS seem to be really powering through it, filling in answer after answer. But no desks have been provided for them, and they're all still in their chairs, writing uncomfortably on their thighs or knees. EDWARDS is really struggling. He writes two words on one answer, then decides to erase it. The lack of a writing surface is driving him crazy; his pencil even TEARS through the page. He looks up. In the middle of the tile floor, there is an unused table. Edwards gets up, goes to it, grabs hold -- -- and drags it, SCREECHING DEAFENINGLY, back to his chair. Everybody looks up, wincing at the horrible sound that fills the room. Edwards sits back down, now writing on the table. That's better. Zed raises an eyebrow. He stares at Edwards, then looks up, toward a smoked glass window. Behind the dark glass, a FIGURE stands, staring, unemotional. CUT TO: INT. MIB BUILDING - SHOOTING GALLERY - DAY SEVEN WEAPONS rest on a table in the middle of an otherwise empty, triangular room. The SEVEN RECRUITS stand in front of the table. There's an odd moment -- where everyone sort of looks around: at each other, at the blank walls... EDWARDS Anyone, uh... any of you guys know what we're doing here? MARINE (clipped, unquestioning) Looking for the best of the best of the best. EDWARDS (can't help but smile) Well, yeah, I know, but... And then... suddenly -- The two far walls pull apart. The whole room pulsates and the air is suddenly filled with a bewildering swirl of

stroboscopic images, both human and alien. Everywhere is color, light and movement -- a holographic mass of strange shapes and characters moving simultaneously. The Recruits lunge for the weapons, snapping them up and taking aim. SIX SHOTS are fired at once. And then, a second later, a SEVENTH SHOT is fired. Everyone sort of looks at Edwards, who puts his gun down last. There's an awkward silence. Then the door opens. Light pours in, and ZED with it. Even the highly competitive cadets can't help but feel some sympathy as Zed walks straight to Edwards. ZED The hell happened? EDWARDS Hesitated, sir. Zed looks into the gallery. Most obvious in the frozen tableau of creatures is a lunging, snarling beast, which has three bullet holes in its chest. Next to it is a massively deformed humanoid creature with a large hook for a head, which also has three holes in it. In the back corner of the gallery, there is a single bullet hole in a pretty eight-year-old girl. ZED May I ask why you felt little Tiffany deserved to die? EDWARDS She was the only one who actually seemed dangerous. At the time. ZED And how did you come to that conclusion? EDWARDS Hook-head guy. You explain to me how he can think with a hook for a head. Answer; it's not his head. His head is that butt-ugly bean-bag thing over there. 'Cause if you look at the snarling beast-guy, he's not snarling, he's sneezing -- he's got tissues in his hand. No threat there, and anyhow, the girl's books were way too advanced for an eight-year- old's. And besides, from where I'm looking, she was the only one who appeared to have a motive. And I don't appreciate your jumping down my throat about it. Sideways glances from the other recruits. Zed sighs. EDWARDS Or, uh -- do I owe her an apology? CUT TO: INT. MIB BUILDING - OBSERVATION ROOM/INTERVIEW ROOM - DAY ZED and KAY stand behind smoked glass, staring at the RECRUITS, who are still in the shooting gallery, waiting for a decision. ZED He's got a real problem with authority. KAY So do I. The guy ran down a cephlapoid, Zed. On foot. Tenacity. That I can use. ZED I hope you know what you're doing. Zed turns and walks away. Kay stares through the glass, at EDWARDS, who stands alone on one side of the room, apart from the rest of the group. Zed reappears on the other side of the glass, coming through a door and into the shooting gallery. As he talks, Kay turns and walks off.

ZED Congratulations, you're everything we've come to expect from years of government training. Now, if you'll just follow me, we have one more test to administer, an eye exam. INT. MIB BUILDING - HALLWAY - DAY The RECRUITS follow ZED out of the shooting gallery and into a long hallway. Zed motions them off to the left. EDWARDS is the last one out of the room, but he stops as he steps into the hallway. KAY is outside the door, waiting for him. Edwards recognizes him from last night. EDWARDS You! Hey, what's goin' on? The other recruits continue down the hall with Zed. Kay doesn't answer, just gestures to Edwards to follow him down the hall, which he does. KAY Back in the mid-fifties, the government started a little underfunded agency with the simple and laughable purpose of making contact with a race not of this planet. As they pass an alcove, Edwards notices the six other Recruits, who have been herded into a corner. Zed, addressing them, pulls a neuralyzer from his pocket. ZED Now, if you'll look directly at the end of this device. He holds a neuralyzer up in front of them, and the Recruits stare obediently at it as Zed slips on a pair of black sunglasses. Edwards stares, fascinated, but Kay's hand reaches in and yanks him away, just as Zed's neuralyzer FLASHES WHITE. INT. MIB BUILDING - HALLWAY - DAY As KAY leads EDWARDS down an impossibly long corridor, he hands him a file folder stuffed thick with eight by ten photographs. He hands Jay the first picture, a shot of eight or nine MEN in plain black suits standing around a fifties-style office with metal desks and fluorescent lights. DEE and ZED are there, much younger. KAY Everybody thought the agency was a joke. Except the aliens. They made contact on March 2nd, 1961, outside New York City. Another photograph, a grainy black and white image of two ships hovering in the night sky -- classic flying saucer shapes. KAY There were nine of us that night. Seven agents. An amateur astronomer. And one poor kid who got lost on the wrong back road. Yet another photograph, this one showing a young KAY, in a shirt and tie, holding a bouquet of flowers, staring at the open door of the landed flying saucer. ALIEN SHAPES are visible within. EDWARDS You brought the aliens flowers? Kay steers Edwards to the right, down another corridor, just as long as the first. KAY They were intergalactic refugees with a simple request. Let us use the earth as an apolitical zone for people without a planet. Ever see "Casablanca?" Same thing, no Nazis.

We agreed. So we masked all evidence of their landing. Another picture, this one of the 1964 World's Fair grounds, still under construction. Giant models of rockets mark the Fair's theme of space travel; most prominent in the construction are two tall towers, with the flying saucers now mounted at the top of each. EDWARDS The 1964 World's Fair was a coverup? KAY Why else would we hold it in Queens? (another hallway) Now left. More nonhumans arrive every year. They live among us, in secret. EDWARDS I see. Not to change the subject, but when was your last cat-scan? KAY Every six months; it's company policy. EDWARDS Well, thanks for the very amusing morning, but I'm hopin' you'll show me where I came in? 'Cause this is where I go out. They have stopped next to an unmarked door. Kay throws it open and steps inside. KAY Yeah, sure, hang on, I wanna grab a coffee while we're right here. As Kay walks into the kitchenette, Edwards' jaw drops, his eyes widen, and he stares in wonderment -- -- at THREE WORM-LIKE ALIENS standing around a water cooler. Tall, impossibly thin, most certainly not from New York, the aliens hold an animated conversation in a language that seems like a combination of Esperanto and microphone feedback. KAY (to the aliens) Don't tell me we've only got that powdered shit for cream again? One of the Worm Aliens answers him in their native tongue and points to the counter. KAY Oh. He finds the cream sitting out on the counter where the alien indicated, dumps some in his coffee, and comes back outside, closing the door behind him. He reaches up and gently pushes Edwards' jaw up, closing his mouth. KAY For future reference, this is a better look for you. CUT TO: EXT. BATTERY PARK - DAY EDWARDS, thrown for a major loop, sits like a zombie alongside KAY on a bench in Battery Park. Kay drinks his coffee while they talk. KAY Any given time, around fifteen hundred landed aliens are on the planet, the majority right here in Manhattan. Most aliens are decent enough, just trying to make a living. EDWARDS Cab drivers? KAY Not as many as you'd think. Humans, for the most part, don't have a clue. Don't want one, either. They're happy. They think they've got a pretty good bead on things. EDWARDS Why the big secret? People are smart, they can handle

it. KAY A person is smart. People are dumb. Everything they've ever "known" has been proven to be wrong. A thousand years ago everybody knew as a fact, that the earth was the center of the universe. Five hundred years ago, they knew it was flat. Fifteen minutes ago, you knew we humans were alone on it. Imagine what you'll know tomorrow. EDWARDS So what's the catch? KAY What you'll gain in perspective, you'll lose in ways you're too young to comprehend. You give up everything. Sever every human contact. No one will know you exist. Ever. EDWARDS Nobody? KAY You're not even allowed a favorite shirt. There. That's the speech I never heard. That's the choice I never got. EDWARDS Hold up. You track me down, put me through those stupid-ass tests, now you're trying to talk me out of it. I don't get it. KAY You got 'til sun-up. EDWARDS Is it worth it? KAY You find out, you let me know. DISSOLVE TO: EXT. BATTERY PARK - DUSK Almost nighttime now, and the park is empty. EDWARDS is still on the bench. And still thinking. Above him, the stars are coming out. Slowly, he looks up, into the vastness of the heavens. DISSOLVE TO: INT. GARAGE - DAY The next morning. A door opens on a garage and an ORKIN MAN steps inside, carrying a tank of toxic gas. The morning light spills on an abundance of spiders, crawling everywhere -- big ones, small ones, hundreds of them have moved in and taken over this dusty place. The Orkin Man sighs and sets down his tank. ORKIN MAN Well, well, well. Movin' right in, are we? Think we own the place? He unfurls a hose from the side of the tank. ORKIN MAN Got a little eviction notice for you, boys. He raises a mask to his face and unscrews the handle on the top of the tank. LETHAL GAS starts to HISS from the end of the hose. VOICE (O.S.) Just what exactly do you think you're doing? The Orkin Man turns around. EDGAR stands in the doorway to the garage, staring at him disdainfully. ORKIN MAN (shrugs) Takin' care of your pest problem. EDGAR "Pest" problem? "Pest?" ORKIN MAN Yeah. You got a hell of an infestation. Edgar advances on him, slowly.

EDGAR You know, I have noticed an infestation here. Everywhere I look, in fact. Nothing but undeveloped, unevolved, barely conscious pond scum. So convinced of their own superiority as they scurry about their short, pointless lives. ORKIN MAN Well -- yeah. Don't you want to get rid of 'em? EDGAR In the worst way. Edgar lashes out quickly, jerking the mask off the Orkin Man's face with one hand -- -- and shoving the gas hose down his throat with the other. THE ORKIN MAN'S CAR KEYS drop to the garage floor, and Edgar picks them up. EXT. GARAGE - DAY A six-by-ten sheet of plywood THUDS to the driveway outside the garage. EDGAR raises one end of it so it's hanging off the back end of the Orkin man's van -- now it's a ramp. He walks off and we hear that familiar SCRAPING sound again. Edgar, GRUNTING with the effort, slowly pushes his spaceship up the ramp and into the back of the Orkin truck. CUT TO: INT. MIB BUILDING - TUNNEL VENT ROOM - DAY EDWARDS stands in the middle of the tunnel vent room, the same one he first came into yesterday. The elevator doors open and KAY, obviously summoned by the OLD SECURITY GUARD, stands waiting for him. EDWARDS One thing you gotta know right now. Edwards walks briskly forward and gets in the elevator with Kay. INT. MIB BUILDING - ELEVATOR - DAY Inside the elevator, the doors WHOOSH shut, KAY turns a key in a certain floor number, and the descent begins. EDWARDS continues. EDWARDS All right. I'm in because there's some next-level shit going on around here, and I'm with that. Before you beam me up, there are a couple of things we need to get straight. You chose me 'cause you recognize the skills. So as of now you can cease with all of that calling me "son" or "kid" or "sport." Cool? KAY Cool, slick. Now about those skills of yours, The elevator doors -- INT. MIB BUILDING - HEADQUARTERS - DAY -- slide open on Men in Black headquarters. KAY As of this moment, they don't mean much. It's unlike anything we've ever seen -- huge, multileveled, of sixties design, polished steel and glass. The workplaces are sleek and uncluttered, manned by both HUMANS and ALIENS. Most of the Aliens stay in the background, like the UPSIDE- DOWN GUY who walks on the ceiling, shuffling papers. KAY and EDWARDS step off the elevator and onto a platform that looks out over the whole place. Kay leads him down into the complex. First, they walk past a sort of passport control center, where a human BUREAUCRAT at a desk is checking the documents of a line of ALIENS who've just arrived. There are a

dozen bizarre life forms in that line, CHATTING in half a dozen different alien tongues. Edwards slows as they pass, listening to the PASSPORT CONTROL OFFICER as he addresses an ARQUILLIAN, a large, humanoid visitor. PASSPORT OFFICER Purpose of trip? ARQUILLIAN Diplomatic mission. PASSPORT OFFICER Duration of stay? ARQUILLIAN Lunch. PASSPORT OFFICER Carrying any fruits or vegetables? Edwards just stares, fascinated, but Kay grabs him by the arm and hurries him along. KAY Let's go. He's a little... grouchy. Kay moves him into the central hall. KAY A couple of hours wait after a 17- light-year flight would get on anybody's nerves. EDWARDS What branch of the government do we report to? KAY None. They started asking too many questions. EDWARDS So who pays for all this? KAY Oh, we hold a few patents on gadgets we confiscated from our out-of-state visitors. Velcro. Microwave Ovens. Liposuction. AT A STORAGE CAGE, Kay turns a key in the lock of a caged-in area and throws the door open. Inside, there are piles of sophisticated-looking devices stacked on shelves and tabletops. KAY (picking something up) Here. A new recording device to replace CD's. So now I gotta buy the White Album again? (something else) This is amusing. Universal translator. He holds up a cylindrical metal tube and a small wire clip that looks like a lapel microphone. KAY We're not supposed to have it. I'll tell you why. Human thought is so primitive it's considered an infectious disease. Makes you proud, doesn't it? Edwards picks up a small yellow ball from one of the shelves. EDWARDS What's this? KAY Don't touch that! THE BALL ZINGS OUT OF EDWARDS' HANDS -- it flies out into the main complex -- hits the ceiling and ricochets around the room, faster than the eye can follow -- VARIOUS SHOTS OF HUMANS AND ALIENS ducking, dodging, and jumping out of its way. ON KAY as he calmly, a little wearily, slips an odd-looking metal glove over his right hand... He raises his hand and the yellow ball zings into it -- Kay catches the ball, calmly. KAY Caused the '77 New York blackout. Practical joke by the Great Attractor. He thought it was funny as hell. They leave the room. EDWARDS

Sorry! ON THE MAIN FLOOR, they walk briskly across the room, reaching a giant screen on the far wall. KAY Observation, the heart of our little endeavor. The screen displays a map of the world on which thousands of tiny lights blink in all parts of the globe, log lines of data flashing next to them. KAY This map shows the location of every registered alien on earth at any given time. Some of them we keep under constant surveillance. He hits a button on the console and the map is replaced by hundreds of boxes, each with smaller video images. KAY Everyone on these screens is an alien. In public -- normal. In private -- you'll get the idea. ON THE SCREENS, we see live images of aliens. Aliens who look alien are in spots where they can't be seen. Aliens who look human are functioning right out in public -- including SAM DONALDSON. MICHAEL JACKSON. And TONY ROBBINS. KAY Meet the twins. Kay gestures to two small, bony CREATURES with eight arms each and a single eye growing out of a central stalk in their heads. They turn around and wave two or three arms each. EDWARDS I gotta be honest about something. KAY It makes no sense? EDWARDS It makes perfect sense. When I was a third grader in Philadelphia, they told me I was crazy 'cause I swore that our teacher was from, like, Venus or something. KAY Mrs. Edelson. Edwards, stunned, looks at Kay as 4-Eyes boots her onto the screen: Mean face, cat glasses. Bony fingers. Extremely well- hidden tail. KAY Jupiter, actually. Well, one of the moons. With their remaining arms, they punch button after button on the enormous console. ZED, who was standing up close to the screen, walks over to Edwards, sizing him up. ZED What's your jacket size, Edwards? EDWARDS Uh -- forty regular. ZED Then let's put it on. EDWARDS Put what on? ZED The last suit you'll ever wear. CUT TO: INT. MIB BUILDING - LOCKER ROOM - DAY Like the rest of the place, the MIB locker room is all white. White walls, white floor, white ceiling, white lockers. ZED'S VOICE comes over: ZED (O.S.) From now on, you'll dress only in attire specially sanctioned by MIB Special Services. EDWARDS reaches out and opens a white locker, revealing a BLACK SUIT hung from a hanger in the middle. Above it, on the shelf, a BLACK HAT and a pair of BLACK SUNGLASSES. On the bottom,

a pair of SHINY BLACK SHOES. INT. MIB BUILDING - HEADQUARTERS - DAY KAY is at a computer terminal. On screen are Edwards's birth certificate, driver's license, social security card, library card, everything. ZED'S VOICE continues: ZED (O.S.) You'll conform to the identity we give you, eat where we tell you, live where we tell you, get approval for any expenditure over a hundred dollars. INT. MIB BUILDING LASER BOOTH - DAY EDWARDS stands in a cramped white booth. He holds both his hands on a TEN-FINGERED KEYPAD, pressing down hard. The pad glows red, a SEARING sound comes from his hands, and he grimaces as more lasers instantly and (not at all) painlessly change his fingerprints. ZED (O.S.) You will have no identifying marks of any kind. You will not stand out in any way. INT. MIB BUILDING - HEADQUARTERS - DAY One by one, KAY deletes Edwards's identity cards. On the computer screen is Edwards' full name -- JAMES DARREL EDWARDS III. Kay punches a couple keys, and the cursor begins to sweep from right to left, starting to eliminate the rightmost letters of Edwards's name. ZED (O.S.) Your entire image is carefully crafted to leave no lasting memory whatsoever with anyone you encounter. INT. MIB BUILDING - LOCKER ROOM - DAY Pants come off the hanger. The white shirt is removed. More letters are eliminated from his name. It reads "JAMES DARREL ED..." then "JAMES DARR..." ZED (O.S.) You're a rumor, recognizable only as deja vu and dismissed just as quickly. You don't exist; you were never even born. The coat is removed. The hat comes off the shelf. ZED (O.S.) Anonymity is your name. Silence your native tongue. "JAMES..." "JAM..." ZED (O.S.) You are no longer part of "the system." We're above the system. Over it. Beyond it. Feet slip into black shoes. A belt is buckled. A tie pushed up. ZED (O.S.) We're "them." We're "they." On screen, all that's left is the letter "J." As the coat is buttoned, we notice the sleeve. Monogrammed on the cuff is, simply, the letter "J." ZED (O.S.) We are the Men in Black. INT. MIB BUILDING - HEADQUARTERS - DAY Looking slick and handsome in his extremely sharp suit, JAMES D EDWARDS III -- or, rather, JAY -- steps into the doorway from the locker room. He reaches into his pocket, takes out the sunglasses, and looks at KAY. JAY The difference between you and me? He slips on the sunglasses. JAY I make this look good. CUT TO: EXT. NEW JERSEY - EARLY MORNING We are looking at a telephoto shot of

Manhattan in all its splendor. We see the Orkin van topping a hill, heading towards Manhattan. INT. MIB BUILDING - ZED'S OFFICE - DAY Zed's office is a circular, windowed room elevated above the main floor of MIB headquarters. JAY and KAY sit across the desk from Zed. There are five video monitors on a wall behind Zed's desk, and on each monitor is another Man in Black, in different parts of the world, the city name and a clock ticking in a corner of the image. While Zed talks, he goes through paperwork on his desk. ZED Okay, let's see. (to one of the monitors) Bee, we got the deposed sur-prefect of Sinalee touching down in the forest outside Portland tonight. I'm pulling you down from Anchorage to do a meet- and-greet. BEE, an agent on one of the monitors, nods. BEE Humanoid? ZED You wish. Bring a sponge. (going through memos) What else -- everybody, we gotta keep Rolling Fish-Goat out of the sewer system, he's scaring the rats. And Bobo the Squat wants to reveal himself on "Unsolved Mysteries." Bee, make sure he doesn't. He turns a page, coming across a red memo. ZED Red-letter from last night -- we had an un-authorized landing somewhere in upstate New York farm country. Keep your ears open for this one, Kay, we're not hosting a galactic kegger down here. Next to him, his computer screen BEEPS importantly. Zed looks over at it. ZED Well, well, well -- we got a skimmer. KAY (to Jay) Landed alien out of zone. (to Zed) Who is it? ZED Redgick. He's not cleared to leave Manhattan but he's way out of town right now, stuck in traffic on the New Jersey Turnpike. Why don't you take Jay? This is a good one for him to warm up on. EXT. MIB BUILDING - BATTERY PARK - DAY JAY and KAY come out the front of MIB headquarters. JAY Yo, wussup with Zed? (imitating him) "Go get em, tiger. We're not hosting an intergalactic kegger..." KAY Zed was saving the world before you were born, son. Show some respect. An MIB MECHANIC pulls up in Kay's black LTD and hops out, leaving the door open. Jay sizes up the car. JAY We got the use of unlimited technology from the entire universe and we cruise around in this? Kay glares at Jay. He's getting annoyed. INT. MIB LTD - DAY They get in and slam the doors. Kay starts the car and the engine

HUMS quietly. KAY Seat belt. JAY You know, ya'll gotta learn how to talk to people. You could be a little kinder and gentler. Kay grits his teeth. KAY Buckle up, please. JAY Now did that hurt? Kay shifts the car into reverse. The awesome power of the car kicks in and Jay sails forward, THWACKING into the dash. Kay shifts into forward and taps the gas, SLAMMING Jay back into his seat. KAY Makin' fun of my ride... A LIGHTED PANEL rotates into place between the two front seats. Jay's hand falls by accident on a flashing red button in the panel. KAY Jay. The button? JAY Yeah? KAY Never push the button, Jay. Jay jerks his hand away. CUT TO: EXT. HIGHWAY - SIDE OF THE ROAD - DAY The LTD is now stopped by the side of the road, dust swirling around it. Ahead of it, another car has pulled over. KAY gets out, JAY follows a moment later, shaky-legged. Kay walks up to the window of the car they've stopped. The DRIVER, a guy in his mid-thirties with a WIFE in her mid-thirties, rolls the window down. KAY License and registration, please. The Driver hands over some documents. Kay flips through them. KAY Other license and registration, please. The guy digs out two other cards and hands those over. Jay peers over Kay's shoulder. The photographs on the "RESIDENT ALIEN ID" cards are of two friendly-looking reptile types, husband and wife, smiling at the camera, their long, skinny tongues dangling in a friendly sort of way. Kay hands them back. KAY Your resident card has you restricted to the five boroughs only. Where do you think you're going? REDGICK It's my wife! She's -- she's -- well, look! Kay leans down and looks in the window. MRS. REDGICK is in front, MOANING in pain, holding her swollen belly. Kay straightens up, fast. KAY Oh God. How soon? Mrs. Redgick SCREAMS in pain. Real soon. For the first time since we've seen him, Kay is nervous. KAY Okay. All right. No big deal. (to Jay) You handle it. JAY Me? KAY Sure, it's easy, you just sorta -- catch. Mrs. Redgick SCREAMS again. Redgick gets out of the car, worried. REDGICK Are you sure he knows what he's doing? KAY Yeah, hell, sure, he does this all

the time. C'mon, let him work, Redgick, I wanna ask you something. Kay gives Jay a supportive SLAP on the back and leads Redgick away, to the rear of the car. Jay stays in the background and opens the rear door, tentatively. He leans down, into the car. JAY Oh God! I see it I see it I see it! A few yards from the car, Kay turns Redgick to face him. KAY Croagg the Midwife's back on 64th and 8th. You were headed out of town. REDGICK Well, we're, uh -- meeting someone. Suddenly a TENTACLE whips out from between Mrs. Redgick's legs, CRACKS the whip once, and wraps around the door post, grabbing hold. JAY Oh sweet Jesus Mother of God did you see that?! KAY (still to Redgick) So? Who you meeting? REDGICK Well, it's -- a ship. KAY Really? I didn't see a departure clearance for today. REDGICK You didn't? Uh, well -- it was an emergency. Now a SECOND TENTACLE whips out, but this one wraps around Jay's neck and pulls tight. He GASPS, choking. JAY Guys -- guys -- KAY Doin' fine, Ace. (back to Redgick) What kind of emergency? What's the rush to get off the planet all of a sudden? JAY (choking to death) Help?! HELP! Hello?! He starts tugging for all he's worth, but the fight is sort of going against him, as the tentacles pull him in even harder than he tries to pull the baby out. REDGICK We just don't like the neighborhood anymore. Some of the -- new arrivals. Redgick looks at Kay, clearly concealing something, but darts his eyes away. KAY What new arrivals? This have anything to do with the crasher from last night? JAY (Screaming) Can you guys do this later?! But in that moment, Jay finally gets a foot up on the door frame, acquires leverage, and RIPS the baby free. He falls, flat on his back in the dirt, the multi-tentacled lizardlike baby resting squarely on his chest. JAY Oh -- oh -- oh -- man. Kay turns and claps Redgick on the back. KAY Congratulations! It's a lizard. Jay looks down at the creature COOING and nestling on his chest. JAY (misty) Hey, you know, it is sorta -- It vomits on him. CUT TO: EXT. HIGHWAY - SIDE OF THE ROAD - MIB LTD - DAY Back in the car, JAY wipes the last of

the puke off his suit while KAY starts up the car. KAY Anything about that seem unusual to you? Jay just looks at him, very Jack Benny. JAY Pick. KAY What kind of "new arrival" would scare Redgick so bad that he'd risk a warp jump with a newborn? (thinks) Let's check the hot sheets. EXT. NEWSSTAND - DAY CLOSE ON on various supermarket tabloids as a hand flips through them. There are headlines like "POPE A FATHER!" and "TOP DOCTORS BAFFLED -- BABY BORN PREGNANT!" and "MAN EATS OWN HOUSE!" (the subhead on that one is "And That's Just the Appetizer, Says Neighbor.") KAY and JAY are at a downtown newsstand. Kay is furiously searching through the tabs; Jay is standing behind him, a little embarrassed. JAY These are the hot sheets? Kay pulls a copy of the Weekly World News from the stand and gives the guy a buck. KAY Best damn investigative reporting on the planet. But hey, go ahead, read the New York Times if you want. They get lucky sometimes. JAY You're actually looking for tips in a supermarket tabloid? KAY Not looking for. Found. He SMACKS the paper down on the hood in front of Jay, the pages turned open to a headline in typeface so large one would think it reserved for the Second Coming: FARM WIFE SAYS "ALIEN STOLE MY HUSBAND'S SKIN!" CUT TO: EXT. GEM AND JEWELRY STORE - ORKIN VAN - DAY A flap of skin, now getting gray and crusty with age, hangs off EDGAR's neck as he sits in the front of his Orkin van. He sucks as hard as he possibly can on a straw stuck into a Jolt Cola ("Double the Sugar! Triple the Caffeine!"), one of a six-pack that sits on the dashboard. Across the street, Edgar sees a short, older man come out of one of the jewelry shops on Thirty-Fifth Street. Edgar drops the soda and stares. The Older Man (ROSENBERG), is carrying a cat and an ornate rosewood jewelry box. Carefully, he sets the box down and lovingly places the cat on top of it while he locks all five locks on the door to his distinctive shop. That finished, he picks up the cat, then the box, then waddles off down the street, one under each arm. Edgar drops the truck into gear and follows him, slowly, trolling along behind him. ON THE STREET, Rosenberg walks happily along, HUMMING to himself. He gives his cat a little peck. As he rounds a corner, we recognize the tune he's humming -- "I've Got the Whole World In My Hands." The Orkin van rounds the corner behind him. Following. CUT TO: EXT. FARMHOUSE - DAY The LTD pulls to a stop at the end of the driveway that leads to Beatrice's farmhouse, where the alien ship landed.

The wrecked pickup truck is still there. JAY and KAY get out, very undercover cop. Jay starts up the driveway. KAY Not so fast. Walk up slow. JAY Why? KAY Part of the routine. Makes it look like we're sizing up the situation. Gives her time to get the wrong impression. BEATRICE appears in the door to the house, curious. KAY Puts some fear into her. Makes things go smoother. Beatrice calls to them. BEATRICE Can I help you gentlemen? Beatrice looks much better than the last time we saw her -- more nicely dressed, a touch of makeup, a smile on her face. Kay pulls a black card from his wallet and extends it to her as she draws close. As she reaches for it, the card reforms into an FBI badge. KAY How do you do, ma'am, I'm Special Agent Manheim, this is Agent Black, FBI. Had a few questions about your visitor. BEATRICE Are you here to make fun of me too? KAY No ma'am. We at the FBI don't have a sense of humor that we're aware of. Mind if we come in? BEATRICE Sure. Lemonade? CUT TO: INT. FARMHOUSE - LIVING ROOM - DAY In the living room, KAY sips some of her lemonade and winces. JAY moves through the room, checking it out as BEATRICE tells her story. BEATRICE And they said to me, "If he was murdered, how could he walk back in the house?" And I must admit, I was a little stumped by that one. But I know Edgar. And that wasn't him. It was more like something else that was wearing him. Like a suit. An Edgar suit. A little GIGGLE escapes her at the thought. Jay, over by a bookcase, notices a framed PHOTO OF EDGAR, kneeling in the woods, proudly about to skin a deer. JAY Damn. If he was this ugly before he was an alien... BEATRICE Sorry? KAY Go on. BEATRICE Anyway, when I came to, he was gone. KAY Did he say anything? BEATRICE Yes! He asked for water. Sugar water, if I remember. KAY Sugar water. JAY Did you taste her lemonade? Kay nods, puts on his sunglasses. Takes out another pair, hands them to Jay. Kay draws his neuralyzer. FLASH! Beatrice freezes, staring straight ahead as if hypnotized. Kay takes Jay's glasses off and hands them back to him.

KAY Ray Bans. (pulling off Jay's sunglasses) Okay, Beatrice. There was no alien, and the flash of light you saw in the sky wasn't a UFO. Swamp gas from a weather balloon was trapped in a thermal pocket and refracted the light from Venus -- JAY Whoa! That thing erases her memory, and you give her a new one? KAY Standard issue neuralyzer. JAY And that's the best you can come up with? KAY On a more personal note, Beatrice, Edgar ran off with on old girlfriend. Go stay at your mother's for a few days and get over it. Decide you're better off. JAY (butting in) Yeah, and you're better off 'cause he never appreciated you anyway. In fact, you kicked him out, and now that he's gone, you ought to buy some new clothes, maybe hire a decorator or something... CUT TO: EXT. FARMHOUSE - DAY KAY is in the hole where the ship landed, investigating. He holds a pocket spectral analyzer over a section of scorched earth. The analyzer shifts colors. Red. Then Yellow. JAY (from up outside the hole) Hey. Kay... when am I gonna get one of those memory things? The spectral analyzer turns blue. KAY When you're ready. (re: analyzer) Please -- not green. Purple. And then green. Kay closes his eyes and sits back, leaning against the dirt. Above him, JAY leans over, staring down. Kay looks up at him. KAY Do you know what alien life form leaves a green spectral trail? JAY Wait -- don't tell me -- that was the question on Final Jeopardy last night. AT THE CAR, Kay snatches up the radio handset and keys the microphone. KAY (softly, into mic) Zed, we have a bug. He turns off the radio and sighs. Jay stands next to him. JAY I'm gonna jump way past you and just guess that this is bad. Right? KAY Bugs thrive on carnage, Tiger. They consume, infest and destroy. They live off the death and decay of other species. JAY So basically you have a racial problem with all insect-based life forms? KAY Listen, kid -- imagine a giant cockroach five times smarter than

Albert Einstein, four times stronger than an ox, nine times meaner than hell, strutting his stuff around Manhattan Island in his brand new Edgar suit. Does that sound like fun? JAY What do we do? KAY With a bug in town? Watch the morgues. CUT TO: EXT. LESHKO'S DINER - DAY ROSENBERG, the jewelry store owner, steps out of a cab in the meat-packing district, still carrying the ornate box and his beloved cat. He heads into Leshko's, a Russian diner. A moment later, the Orkin van pulls to a stop across the street. INT. LESHKO'S DINER - DAY ROSENBERG comes into the tiny restaurant, squinting in the relative darkness. At a table in the middle, he sees a man eating alone -- an enormous, dignified, yet profoundly strange- looking man in his mid fifties. Rosenberg walks carefully over to the table, but does not sit down. The man (an ARQUILLIAN, and if we're eagle-eyed, we recognize him as the alien on a "diplomatic mission" from passport control) rises from his chair. He steps forward, to face Rosenberg, who sets the ornate box on the table. Immediately, ROSENBERG'S CAT jumps on top of it. Rosenberg and the Arquillian stare at each other for a long moment -- -- and then embrace each other. The embrace has an odd, formal quality to it, like mafiosi coming to a sitdown. They hold on, long and hard, and both seemed choked with emotion. Finally, they break apart and take their seats. They speak in a bizarre alien tongue, which is subtitled. Rosenberg wipes away tears. ROSENBERG Sorry I'm late. The cab drivers on this planet are terrible. ARQUILLIAN Your majesty, you are in grave danger. ROSENBERG Yeah, and they overcharge you every time. ARQUILLIAN Sir, a bug landed here. We must get you off the planet. ROSENBERG A bug? He must know why I'm here. ARQUILLIAN We think he does. (noticing the ornate box on the table) Is that what I think it is? ROSENBERG No, just some diamonds for your children. Do we have time to eat? The Arquillian relaxes. ARQUILLIAN Sure. I ordered you some pirogi. INT. LESHKO'S DINER - KITCHEN - DAY In the kitchen, the Russian COOK slaps two orders of pirogi up on the stainless steel counter -- COOK Table six is up! -- and turns away, back to the grill. A HAND reaches in, takes the plates, and sets them on a tray. We follow the tray, but see only the right arm and aproned midsection of the waiter carrying it. He carries the tray along the counter toward a pair of swinging doors that lead out into

the restaurant. The doors swing in as another WAITER sweeps into the kitchen, and our waiter heads out into the dining area. As the doors swing closed behind him, they reveal storage shelves crammed with bags of rice, cans of stewed tomatoes -- -- and a DEAD WAITER, literally folded in half and stuffed in among the shelves. INT. LESHKO'S DINER - DAY ROSENBERG and the ARQUILLIAN raise their glasses in a toast. ARQUILLIAN To the continued reign of the Arquillian Empire. ROSENBERG To the safety of the galaxy. They CLINK glasses and drink, just as the Waiter arrives. Still, we see only his arms and midsection as he sets the tray on a stand and lifts the plates of pirogi. He carries them to the table and sets them down. Rosenberg, setting his glass down next to the plate, catches a glimpse of the Waiter's hand -- -- just as an enormous silverfish bug slithers out of the waiter's sleeve and scurries across the table. The glass slips out of Rosenberg's hand, dumping wine all over the table. He looks up, slowly, and sees the Waiter's face. It's EDGAR. Another half dozen insects of all variety tumble out of Edgar's sleeves and scurry across the table. Rosenberg and the Arquillian freeze, paralyzed with fear. They seem to know what dire implications Edgar's presence holds. ROSENBERG (in English again) You can kill us both -- but you will not find it. Edgar smiles. EDGAR You're right about one thing. Suddenly a long STINGER whips out from under the back of Edgar's apron and zips under the table. First Rosenberg and then the Arquillian lurch forward their chairs, their faces contorting in pain. They both pitch forward, their faces slogging into fresh pirogi. The stinger SNAPS out from under the table and whips back under Edgar's apron. He moves quickly, searching their pockets, but he doesn't find what he's looking for. The cat, still perched on top of the ornate box, HISSES at him. Edgar reaches out and BATS the cat away with one vicious swipe of his hand. The animal HOWLS and flies across the room, landing in a WOMAN's lunch. The Woman SCREAMS. Now other DINERS' attention is drawn to Edgar's table, where two obviously dead men are being robbed by a waiter. There are SHOUTS of outrage, a few MEN rise out of their seats. Edgar grabs the ornate box and tries to open it, but finds it locked. With the furor rising around him, he shoves the box under one arm and bolts for the door. Rosenberg's cat leaps back onto the table and SNARLS at him as he goes. CUT TO: EXT. LESHKO'S DINER - DAY Later, and the Russian diner is now a crime scene, clustered with COPS and flashing lights. THREE BODIES, now on stretchers and covered with sheets, are being loaded into the back of ambulances. ROSENBERG'S CAT races out of a UNIFORMED COP's arms and leaps onto one of the stretchers, MEOWING mournfully. The Uniformed

Cop turns to a POLICE INSPECTOR who is questioning the WOMAN from the diner. COP What am I supposed to do with the cat? INSPECTOR I don't know. Send it with the stiff. Let family claim it. The Cop nods and follows the stretcher with Rosenberg's body into the back of one of the ambulances, allowing the cat to ride on the chest of its dead owner for the time being. The doors of the wagon SLAM shut. CUT TO: INT. MORGUE - CORRIDOR - DAY The stretcher with the corpse on it is wheeled down a corridor in police headquarters. ROSENBERG'S CAT, still on his chest, MEOWS curiously as the stretcher approaches two doors with "City Morgue" written across them. The words split in half as the stretcher BANGS through the doors. INT. MORGUE - DAY The city morgue is a crowded, brightly-lit, tiled place with corpses parked left and right. Busy day in the Apple. The Cop wheeling the stretcher calls out to the CORONER, who's hunched over another body. COP Where do you want contestant number three? The coroner turns around. It's DR. LAUREL WEAVER, the woman who tried to speak to Jay before. She sighs and waves a hand. LAUREL By the wall, I guess. (noticing) What's with the cat? COP Oh, the cat. There's a problem with the cat. Sign here. Laurel signs his clipboard. LAUREL What's the problem with the cat? COP Your problem. Laurel gives him a dirty look, but he laughs and leaves. She goes over to the stretcher and bends down, petting Rosenberg's cat gently. LAUREL Are you having a bad day, baby? Cheer up. (of Rosenberg) His is worse. She sets the cat aside and wheels the stretcher under the lights. LAUREL Okey-dokey. Shall we? INT. MORGUE - LATER - DAY Laurel is hunched over the corpse, the only light in the room coming from the overhead spot that illuminates her work. Fascinated by something, she digs deeper. And deeper. And looks up, her face a mixture of alarm and excitement. LAUREL Oh, my God. CUT TO: EXT. MORGUE - NIGHT Kay's LTD pulls up in front of the morgue. INT. MORGUE - CORRIDOR - NIGHT Two men in black suits hurry down the stairs and into the corridor outside the morgue. They hasten down the hallway, their shoes CLICKING in perfect lockstep, headed for those swinging doors at the other end. JAY and KAY. Men in Black on a mission. INT. MORGUE - NIGHT In the morgue, LAUREL has fallen asleep on her desk, her head in her arms. ROSENBERG'S CAT sits on the desk next to her, licking its

paws. Suddenly, the cat looks up, MEOWING urgently. Laurel looks up and, following the cat's gaze, turns around slowly in her chair. JAY and KAY stand in the doorway, staring at her. Kay steps forward, holding out that black card again. It reforms into another kind of official ID, this time it says "DEPARTMENT OF PUBLIC HEALTH" LAUREL (into recorder) ...approximately 112 degrees at time of autopsy, indicating, quite impossibly, a post-mortem increase in body temperature. Examiner attempted to verify result rectally, only to find subject was, uh, without rectum. Which can only be described as... well... as really... KAY (O.S.) Weird? Dr. Leo Menville, Department of Public Health. This is Dr. White. She looks up. Jay and Kay are standing there. LAUREL Yeah, well whoever you are, I'm afraid I'm going to need to see some ID. He hands her his CARTE NOIR, which changes to read "Dr. Menville, Department of Public Health." She hands it back. LAUREL (checking her watch) You boys must not have much of a home life. KAY We watch the morgues very carefully. You've got something unusual? LAUREL I'd say so -- triple homicide. She gets up and goes to the Arquillian's body, which is still out on a table under the lights. LAUREL The first corpse was perfectly normal, except that he was broken in half, but when I opened up the other two -- well, look. She throws back a sheet, revealing (to them only, not us) the fully dissected Arquillian. Kay raises an eyebrow; Jay nearly retches. LAUREL There's a skeletal structure at work here unlike anything I've ever seen. Kay steps past her, going straight to the body. He begins to examine it. KAY I'll have a look at this one. Dr. White, why don't you and Dr. Weaver check out the other body? LAUREL This way, Doctor. Jay and Laurel cross the room, to where ROSENBERG's corpse lies out on another gurney. LAUREL This one's even stranger. I did a full laparotomy. I started with the lesser curvature of the stomach -- though, if you want, we could begin at the gastro-esophageal junction. JAY I think, uh, we should start at the same place you did. LAUREL All right. Jay hears a MEOW and looks down. Rosenberg's cat is rubbing up against his leg. JAY Your cat? LAUREL

Guess it is now. Came in with the bodies. She SNAPS one of her rubber gloves and reaches down (out of frame), sinking her hands into the body as she moves things aside. Just by the look on Jay's face, one can imagine how disgusting it is. Laurel digs in, up to her elbows. Jay winces. She pulls one bloody glove out, to wipe a strand of hair out of her face. He looks at her -- -- and she winks at him. He's surprised. She laughs. LAUREL Okay. Dive right in. God knows he won't mind. Jay is reluctant, so she rolls her eyes and helps him, taking him by the hand and guiding him into the thick of the corpse. LAUREL You have very pretty eyes. JAY Thank-you, but is this really the time to uh -- you know, come on to me? LAUREL Hey, just walking the dog. (continuing) Feel that? Where the piloric junction would be? JAY Oh, yes. Exactly. LAUREL Now push that aside. Notice anything strange? Stomach? Liver? Lungs? JAY Nope. All fine. LAUREL Doctor, they're all missing. JAY (quickly) Well, of course they are. What I'm pointing out is that there are no pieces of them left. So they're intact, wherever they are. That we can be sure of. LAUREL Have we met before? I have the strangest feeling of deja vu. JAY You know, I was just going to ask you the same thing. Laurel looks at him sideways, skeptical, but also intrigued. She whispers to him. Confiding in him. LAUREL Okay. You wanna know what I really think? (re: Kay) But don't tell that guy. He looks like he's already under enough stress. (then) This body is not really a body, but it's actually some sort of transport unit for something else altogether. The question is: what? Jay just looks at her intrigued. LAUREL By the way, stop me if I'm freaking you out. JAY No, no... not at all. After a particularly gross GUSHY sound, he looks away, toward her. She's staring at him. Laurel leans over and lowers her voice, just for him. LAUREL You know what I like to do sometimes? When it's really late? JAY (freaked out) No... From the other side of the room, Kay CLEARS HIS THROAT. JAY

Excuse me. He walks across the morgue to Kay, who is still examining the Arquillian. But Jay never takes his eyes off Laurel. KAY What do you think? JAY (of Laurel) Very interesting. Got a real Queen of the Undead thing goin' on. KAY Of the body. JAY Great body. KAY The dead body? JAY Not a clue. KAY All right. Keep her occupied. Try not to sound too dumb. ACROSS THE MORGUE, Laurel is still examining Rosenberg, now bent down next to his head, carefully studying his left ear. She notices something strange, turns, and calls over her shoulder to Jay. LAUREL Dr. White. Jay, in conversation with Kay, does not respond to what is not his name. LAUREL (louder) Dr. White. (still louder) Dr. White. He still doesn't answer. LAUREL (shouting) DR. WHITE! Kay nudges Jay. KAY You're up, Slugger. Jay turns and races across the room to rejoin her. LAUREL Look at this. Jay leans down. There is strange stitching around the base of Rosenberg's ear. JAY What is that? He reaches out, touches the ear, then he actually turns it. With a soft CLICK -- -- it pulls away from the head. Like a latch. Jay and Laurel look at each other, astonished. Jay pulls again, and Rosenberg's entire face PUSHES OUT with a mechanical HUM, then HINGES OPEN, the whole face rotating out away from the rest of the artificial skull. A TINY LITTLE GREEN MAN SITS INSIDE ROSENBERG'S HEAD. Though not quite dead, the Tiny Little Green Man is gravely wounded. He staggers up out of a small control room inside Rosenberg's head, with gearshifts and viewing screens all around the inside of the skull. LAUREL Far -- freaking -- out. They lean in closer. The Tiny Little Green Man (a BALTIAN) forces words out of his mouth. BALTIAN Must -- to pre -- prevent -- (searching for the word) -- contest? No... to prevent -- JAY It's all right -- What are you trying to say? Struggle? LAUREL War? The Baltian nods vigorously. That's it. BALTIAN (faltering) Galaxy on -- or -- or -- Orion's -- (thinks) What is word? Be...? JAY Bed? Belt? Orion's Belt? The

Baltian nods again, falls, and dies. Jay and Laurel look at the little dead alien, then at each other. JAY "To prevent war, the galaxy is on Orion's Belt?" The hell does that mean? (turns around) Hey! Kay! I mean, Dr., uh, whatever, come here! Kay begins over. Laurel looks at them. LAUREL "Doctor Whatever"? You're not with the Department of Public Health, are you? Jay shakes his head -- but is now paying more attention to Kay, as he leads him toward the Little Man. JAY He's dead. Kay looks at the mess -- the body, the little dead man. KAY Rosenberg. Damn. Good man. JAY You knew him? KAY One of the few I actually liked. Exiled High Prince. LAUREL I was right -- this is an alien life form, and you're from some government agency who wants to keep it under wraps... Kay and Jay are not paying attention to Laurel. JAY He said "to prevent war, the galaxy is on Orion's Belt." LAUREL ...This make total sense. How else do you explain New York? The other night I'm in a cab, this guy... FLASH! Without even looking at her, Kay whips out his neuralyzer and blanks her out. KAY He said there's a galaxy on Orion's Belt? That makes no sense. JAY That's what he said. (to the dazed Laurel) Didn't he? Right after he -- (realizing) Oh, for Christ's sake, you did the flashy thing already. LAUREL (as if awakening) Uh, hi, whoever you guys are, I'm afraid I'm going to need to see some ID if you're going to be in the morgue, okay? KAY Sure thing, sweetheart. Here you go. FLASH! He neuralyzes her again. Jay slaps his hand. JAY Stop that -- KAY (to Laurel, ignoring Jay) Typical day, too much caffeine, get a life. JAY -- that thing probably gives you brain cancer! KAY Never hurt her before. JAY "Never hurt her before"?! How many times have you done the flashy thing to this poor woman?! KAY (evasive) Couple. JAY Aren't you worried about, you know,

long term damage? KAY (more evasive) Little bit. JAY What the hell happened to make you such a callous son of a bitch? KAY I took this job. He heads out. Jay follows. JAY Hey, you never flashed me with that thing, did you? KAY Nah. EXT. MORGUE - NIGHT Jay and Kay exit the morgue and walk towards their car. JAY Hey, Kay, I really think I should be in charge of the flashy memory thing department. KAY Not while I'm around, Slim. JAY Yeah, well you're a menace with that thing... An MIB containment vehicle pulls up, and four men dressed in black suits get out. KAY (to an MIB Agent) We've got two dead aliens in there, and a deputy medical coroner in need of a new memory. CUT TO: EXT. NEW YORK ALLEY - NIGHT The Orkin van is parked in an alleyway somewhere downtown. From inside, throaty WAILS of frustration can be heard. Two PASSERSBY hear the racket and hesitate, wondering if they should get involved. But an inhuman GROWL rattles the whole van and they wise up, hurrying on their way. INT. ORKIN VAN - NEW YORK ALLEY - NIGHT Inside the van, the ornate rosewood box is now battered and scarred, its various locks holding tight against EDGAR's repeated attempts to claw his way into it. Crammed into the back of the van along with his spaceship, Edgar wedges a screwdriver into the thin opening between the top and the rest of the box and SMACKS it with his right fist. Nothing doing. He BELLOWS in rage and hurls the box against the side of the van, where it finally CRACKS a hinge. Edgar snaps it up, pries the rest of the hinge off with the screwdriver, and wrenches the top off the box. Inside, there are dozens of precious, glittering diamonds, which he promptly tosses aside as worthless. But the rest of the box is empty. EDGAR No. No, NO, NO, NOOOO! He rips the box apart with his bare hands. There's nothing else there. CUT TO: EXT. MIB BUILDING - MAGIC HOUR As lower Manhattan is waking up, Jay and Kay enter the building. INT. MIB BUILDING - HEADQUARTERS - EARLY MORNING Despite the early hour, the headquarters is going full-blast. The large screen displays the familiar grouping of stars that is the CONSTELLATION ORION. Jay and Kay hurry in -- Kay peels off to one of the monitors; Jay heads for Zed. JAY Doesn't anybody believe in sleep around here? ZED The twins keep us on Alpha

Centaurian time -- a 37-hour day. Give it a few months -- you'll get used to it. Or you'll have a psychotic episode. He points up at the screen with a laser pencil. ZED Here's Orion; the brightest grouping of stars in the northern sky... (pointing) and here's Orion's belt -- He indicates the three stars that make up the belt. JAY That's what the little guy was talking about, "To prevent war, the galaxy's on Orion's belt..." ZED There are no galaxies on Orion's belt. The belt is just these three stars; galaxies are huge, made up of billions of stars. (switches off the laser pointer) You heard wrong. JAY You're attracted to me, aren't you? Jay starts to cross over to ANOTHER MONITOR, where Kay is sitting alone, tie loosened, slightly disheveled. On the screen, the word "SEARCHING" blinks, encouraging patience. The image changes to a satellite view of North America, which quickly zooms in on the Southwest. On screen, the satellite view zooms down to Arizona, then a city, then a neighborhood, then a block, then a back yard. The printout changes to "SUBJECT ACQUIRED." The image comes into sharp focus on one back yard in particular, where we get a good look at a MIDDLE-AGED WOMAN. SUBJECT: ELIZABETH ANN RESTON PRESENT LOCATION: RESIDENCE 553 FAIRFIELD AVE./TEMPE/AZ Whoever Elizabeth Ann Reston is, she's lovely. She's setting a picnic table in her back yard at the moment, unaware that she's being watched by an eye in the sky -- just as Kay is unaware that Jay is standing behind him. Jay notices the monitor with the Middle-aged Woman on it. He looks at Kay's expression, then back at the monitor. JAY Pretty lady... Kay clicks off the picture of her. Jay drags a chair and sits down. JAY You were the guy with the flowers in the photo, the night the aliens arrived. What, you were on your way to a dance or something and you got lost? And she never got those flowers, did she? Kay doesn't answer, just stares at the screen. Elizabeth looks up, as if she knows she's being watched, but she's just looking at the sky, wondering how many stars'll be out tonight. JAY Grumpy Guy's story comes into focus. She ever get married? KAY No. It's more than Kay can bear. He reaches out and flicks a switch. The monitor goes blank, except for a data screen: SUBJECT LOST Kay sits back in the chair and eats a potato chip morosely. Jay looks at him: "Is this me in thirty years?" A moment goes by. Finally: JAY Well, it's better to have loved and

lost than never to have -- KAY Try it. ZED (O.S.) Kay. Jay and Kay cross back toward the LAD (Landed Alien Display), where each of the thousand or so Aliens who live on earth are represented by a flickering LIGHT. Some lights are starting to go out. KAY (quietly, with dread) They're leaving. ZED We've had twelve jumps in the last hour. Redgick was just the beginning. JAY What do they know that we don't know? Kay looks to his partner, then to the screen. Another light flickers out. KAY Why do rats desert the ship? (to the twins) Go to Lem Sat IV. Put up a forty- field view of Manhattan. ON THE SCREEN New York City is just a bright spot of light on the Eastern coast of the United States. KAY Four hundred. Now there's a view of the earth from space. Nothing unusual. KAY Four thousand. Now we're looking at earth from far, far away -- and from here we can see something that doesn't belong in this picture: A BATTLE CRUISER far off to one side of the earth. The words "LEVEL FOUR" flash in red letters on one side of the map. KAY That's an Arquillian battle cruiser. JAY And we've got a dead Arquillian prince. A COMMUNICATION STARTS COMING OVER THE SPEAKERS -- a sound like a cat and mouse caught in a blender. KAY Message coming in. The communication continues. KAY Speak of the devil. The communication continues. JAY They sound pissed. ZED (to the twins) Translate that and step on it! (to Kay) Meanwhile get down to Rosenberg's store and see what you can turn up. Kay and Jay walk away. ZED And Kay -- take a lot of fire power. IN THE EQUIPMENT LOCKER Kay pulls out the ENORMOUS, MANY- BARRELED HAND GUN. A small, clear, canister sprouts from underneath it, malicious swirling gases visible through its walls. JAY I like that. KAY Series four de-atomizer. Kay pulls out another weapon, the TINIEST GUN WE'VE EVER SEEN. KAY Here. We call this the "Noisy Cricket." JAY You get a series four de-atomizer and I get a "Noisy Cricket?!" (looks at the gun) I'm afraid I'm going to break it. Jay follows Kay out, glancing back to see the huge gun turrets on the Arquillian

Battle Cruiser HUM and WHIR as they swing around into position, pointed down at the unwitting planet below. CUT TO: INT. GEM AND JEWELRY STORE - DAY SMASH! The window in the front door of Rosenberg's jewelry shop collapses in a shower of glass. EDGAR reaches in and fumbles with the locks, undoing them one by one. He gets them all and steps inside. Out the window behind him, we can see his Orkin van, double parked in the street in front. All the gems and jewels are under glass counters. Edgar starts SMASHING the glass, grabbing great handfuls of jewels and tossing them aside. Outside, a New York City tow truck pulls up to the front of the Orkin van and starts to hitch up. Edgar, in his rage, starts to smash anything breakable, even the framed pictures on the walls. He stops at one particular picture, staring intently at it. It's a glamour shot of Rosenberg's cat, provocatively posed on a satin pillow. There are a half dozen more pictures of the cat, some posed with Rosenberg, some by itself. This animal was important to Rosenberg. From outside, the ROAR of an engine distracts Edgar. He turns around, in time to see the Orkin van lurch as the tow lifts its front wheels off the ground. EXT. GEM AND JEWELRY STORE - DAY EDGAR rushes outside as the tow truck DRIVER gets the van up on the hoist. EDGAR That's my truck! DRIVER And make sure you tell them that at the impound. Edgar reaches into the front seat of the van and pulls out his twelve gauge. He points it at the tow truck Driver. The tow truck driver looks at him with disdain, and pulling back his shirt reveals a mean-looking gun. DRIVER I got worse. He keeps hitching up the van. Two pedestrians walk past the dispute, very fast, ignoring the debate, headed right for the shop. We go with them, and realize that it's -- -- JAY and KAY. They stop at the smashed door of the jewelry shop and exchange a glance. Kay pulls a very menacing-looking weapon, nods, and they step inside. INT. GEM AND JEWELRY STORE - DAY They look around and see the recent demolition caused by Edgar. Jay furrows his brow. JAY Who robs a jewelry store and leaves the jewels? KAY Someone who's not looking for jewels. Jay moves behind the counter. On the floor is an ornate, empty bowl and a bag of cat food, next to a scrumptious pillow. There are several PHOTOS OF A CAT on the wall. There is also a pile of BEJEWELED CAT COLLARS. Jay picks up one of the COLLARS, inspects it closely, shaking his head. JAY This guy had a serious crush on his cat. Jay's attention is broken by something through the window. Outside, lumbering straight for the store, is EDGAR. Jay thinks for a moment -- where does he know that face? Suddenly, Edgar raises his arms, pointing both the farmer's rifle and the driver's shotgun. Before Edgar can shoot,

Jay YELLS... JAY Kay! GET DOWN! And then Jay FIRES, shattering the storefront window, and BLOWING UP A CAR on the street. The blast hurls him up and back a good ten feet, SLAMMING him into the wall with tremendous force. Edgar turns and rushes away down the street as Jay picks himself up. JAY The bug in the Edgar suit! The ugly redneck from the picture! That's him! Jay leaps through the broken storefront window and after Edgar. KAY (picking himself up) Damn it. Kay runs out after Jay. EXT. GEM AND JEWELRY STORE - DAY Edgar doesn't bother sticking around to continue his fight. He jumps behind the wheel of the tow truck, starts it up, and hits the gas. The engine ROARS. Jay sprints after him, FIRING his noisy cricket. He is thrown back into some pedestrians, while his SHOT... Hits the rigging between the Orkin Van and the town truck, separating the two. Jay pulls himself up and sprints after the tow truck, but it accelerates too quickly. Edgar is just about to turn the corner when Jay leaps onto a parked CAR to try and get some height. As Jay prepares to shoot, EDGAR DISAPPEARS AROUND THE CORNER, and a HUGH TRUCK backs into his line of fire. JAY FIRES, the TRUCK EXPLODES and Jay flies BACKWARDS, hurtling through the air and CRASHING through the window of a car, his rear end right in the woman driver's face. When Jay looks up, Kay is standing before him. He yanks Jay out of the car. KAY We do not discharge our weapons in view of the public. JAY Can we drop the cover-up bullshit?! There's an Alien Battle Cruiser that's gonna blow-up the world if we don't... KAY There's always an Alien Battle Cruiser... or a Korlian Death Ray, or... an intergalactic plague about to wipe out life on this planet, and the only thing that lets people get on with their hopeful little lives is that they don't know about it. Kay gestures to a group of ONLOOKERS, drawn by the curious blasts from the store. There's smoking rubble everywhere. KAY Don't worry about the bug. He's not leaving town. We've got his ship. After gesturing to the back of the Orkin van, where Edgar's spaceship is neatly stowed, Kay pulls out his cell phone. KAY (into phone) Zed, we're gonna need a containment crew down here at McDougal, south of Houston. INT. MIB BUILDING - HEADQUARTERS - DAY Back at Men in Black Headquarters, the little lights on the world map which indicate aliens' locations are going out, one by one, about one every five or ten seconds. A WARNING BUZZER is sounding, over and over, and HUMAN STAFFERS are rushing left and right. ZED is in his office.

ZED Containment may be a moot point, my friend. The exodus continues. It's like the party's over and the last one to leave gets stuck with the check. Zed looks down to the vast floor below and sees the four worm guys with suitcases walking across the floor. ZED You sorry little ingrates! KAY (O.S.) What about the Arquillians? ZED We've only translated a part of the message so far: "Deliver the Galaxy." KAY (O.S.) No, they don't want much, do they? ZED Oh, it gets better... They're holding us responsible. He looks up at the screen. It reads: MIB DELIVER THE GALAXY. ZED Another contestant has entered the ring. EXT. NEW YORK STREET (OUTSIDE JEWELRY STORE) As Kay puts away his phone, turns to Jay KAY All right, kid. The Arquillians want the galaxy, whatever the hell that means. We need help. A professional. Someone with years of experience in intergalactic politics. I just hope the little prick hasn't skipped town. CUT TO: EXT. UPTOWN NEWSSTAND - DAY The tow truck SQUEALS to a halt at a curb. EDGAR gets out and walks away, fast, CURSING under his breath. He rants, livid, thinking hard. As he passes a newsstand, he grabs the NEWS VENDOR by the collar. EDGAR Where do you keep your dead? VENDOR (thinks) I don't have any dead. EDGAR Where?! VENDOR I don't know, the city morgue! Edgar shoves him away roughly. But before he leaves, his eye catches a postcard display marked "LANDMARKS OF THE NEW YORK CITY AREA." Edgar stares, fascinated, but we don't see what he's looking at. He reaches out and picks up a color postcard. He raises it to his face, thinking, then shoves it in his pocket and hurries off. CUT TO: EXT. STREET - KEY KIOSK - DAY Kay's LTD SCREECHES to a halt in front of the kiosk on Orchard Street. JAY and KAY leap out and Jay spots the VENDOR, closing up the shop. He's wearing a dirty cardigan, watch cap, and fingerless gloves, his face aquiver with ticks and mannerisms. He has a small dog in front of him. Jay rolls his eyes as they step up to the counter. JAY Of course that guy's an alien. That's gotta be the worst disguise I've ever seen. A voice answers him, but not the Vendor's. FRANK THE PUG You don't like it, you can kiss my furry little butt. Jay looks down. The voice is coming

from the dog. This is FRANK THE PUG. Kay approaches, motioning to Jay to make sure no one hears. KAY You busy, Frank? FRANK THE PUG Sorry, Kay, I can't talk right now, my ride's leaving in -- Kay grabs Frank. He yelps like, well, a dog. KAY Call the pound. We got a stray. FRANK THE PUG Hey! Get your paws off me! PASSERBYS glare at Kay, who appears to be seriously mistreating this poor little dog. Jay tries to explain. JAY The, uh... dog owes my friend some money. KAY (to Frank) Arquillians and bugs. What do you know? FRANK THE PUG I know nothing. KAY Not a thing? Kay shakes Frank the Pug, trying to force an answer. FRANK THE PUG Stop it. Okay, okay. Rosenberg wasn't some two-bit Arquillian. He was the guardian of a galaxy. They thought he would be safe here on earth. KAY And the bug had other plans. FRANK THE PUG The galaxy is the best source for subatomic energy in the universe. If the bugs get their slimy claws on it, kiss the Arquillians goodbye. JAY Ask him about the belt. KAY (to Frank) Rosenberg said something about a galaxy on "Orion's belt." What's he talking about, Frank? FRANK THE PUG Beats me. Kay shakes Frank the Pug once more. JAY (to a person passing by) They're rehearsing a ventriloquist act. FRANK THE PUG The galaxy is here. KAY Here? JAY The galaxy is hundreds of millions of stars and planets? How's it here? If a dog can smirk, Frank does. FRANK THE PUG You humans, when're you gonna learn that size doesn't matter? Just 'cause something's important, doesn't mean it's not very, very small. KAY How small? FRANK THE PUG Tiny. Like the size of a marble. Or a jewel. Now if you'll excuse me, I need to be walked before the flight. Kay lets go of Frank, turns to Jay, who is lost in thought. KAY (to Frank the Pug) Get out of here. (then to Jay) The galaxy's here. It's not on Orion's belt. Jay suddenly notices

Frank the Pug bark at a cat farther down the sidewalk. JAY Kay... CUT TO: INT. MORGUE - DAY In the morgue, LAUREL is working at a desk when suddenly ROSENBERG'S CAT leaps up onto it from nowhere, the way cats do, landing right in the middle of the file she's studying. Laurel jumps. LAUREL Boy, when you want attention -- She pets the cat. As she does, the cat's collar shines in the light. Laurel turns the name tag to face her. CLOSE ON A PRECIOUS JEWEL, AND THE WORD "ORION." As it is written across the collar of the cat. LAUREL (O.S.) "Orion." That's a pretty name. From out in the corridor, a bell rings -- DING, DING. Laurel notices something dangling from the cat's collar -- a CIRCULAR ICON of a strange and beautiful metal. The center is some sort of hardened, translucent material, light green in color. LAUREL What's this? She peers into the jewel, and her face washes over with amazement. INT. ICON - DAY It's as if Laurel is sucked into another universe. Her face goes beatifically blank as she sails through a massive starfield, millions of stars, billions of green, verdant planets, all racing by her at the speed of light. INT. MORGUE - DAY LAUREL Wow. Outside, the bell DINGS again. Orion looks up, as if knowing who's out there, and not liking it. She SNARLS at the door and leaps off the desk, scurrying across the lab and disappearing under some equipment. INT./EXT. LTD - MANHATTAN - DAY Jay and Kay barrel through town. JAY So two galaxies have been fighting for years. And the only people who've been benefiting are a race of creatures called bugs. Then the two galaxies decide to make peace... and the bugs send this guy down to make sure the fighting never stops. KAY By killing the emissaries, and stealing the galaxy they've been fighting about. JAY And if we don't get it back before he leaves the planet... we're history. KAY We're not even history. 'Cause history implies there's someone around to remember it. INT. MORGUE - CORRIDOR - DAY On a counter in the morgue corridor, a gray, peeling hand BANGS on a bell on a countertop, over and over. The hand belongs to EDGAR, who is carrying his shotgun, concealing it behind one leg. The morgue attendant, TONY, emerges from a small security cage carrying a worn paperback copy of Atlas Shrugged and a fly swatter. TONY Thank you for making sure the bell works. Suddenly, quick as a gunfighter, Tony SNAPS the fly swatter down on a BUZZING FLY. Edgar winces.

TONY (to Edgar) What's up, Farmer John? EDGAR A man came in here earlier. A dead man. TONY And this means what to me? EDGAR He was a very dear friend of mine. And I believe he had an animal with him. A gift I gave him, a pet cat that means worlds to me. I would like it back. TONY I'll need a picture ID, written proof of ownership of the cat, or notarized proof of kinship with -- WHACK! Tony flicks the fly swatter again, sending another bug to meet its maker. Edgar grits his teeth. TONY -- the deceased. EDGAR Don't -- do that. WHACK! Still another fly goes down. TONY Do what? Tony looks down, to where Edgar's hands rest on the counter. Half a dozen cockroaches stream out of his sleeve. TONY Shit! He ducks under the counter -- -- and comes up with a can of Raid. Edgar's eyes bug out. CUT TO: EXT. MORGUE - DAY Kay's LTD pulls to a stop in front of the morgue and JAY and KAY jump out. JAY I'll handle this one, you wait outside. KAY What the hell for? JAY Because all we have to do is walk in and get a cat, it's not that hard. But if you go in, you're gonna lay your Jack Webb on her and flash your brain ray in her face and she's gonna end up with leukemia or some shit. The woman's a doctor, she doesn't need you erasing half her med school classes. Take me five minutes. And he continues into the morgue, leaving Kay waiting outside. KAY Two minutes! INT. MORGUE - DAY LAUREL SLAMS into a wall on one side of the morgue, thrown there by EDGAR. He leans in, close, furious. EDGAR Where is the animal?! LAUREL I told you, I don't know, it ran under some equipment! Over there. EDGAR Get it! He grabs her roughly and drags her across the morgue, toward the equipment she pointed to. As they draw close, ORION the cat bolts from underneath it, races between their legs, and leapfrogs over several small cabinets, landing on top of a very tall one with only six inches clearance between it and the ceiling. A very tough hiding place. Edgar just starts to turn when they hear the BELL and a VOICE from the corridor outside. JAY (O.S.) Hello? Anybody here? Edgar looks up at the cat's hiding place. No time to get

it. The bell DINGS again. JAY (O.S.) Hello? Roughly, Edgar pulls Laurel close and puts a finger to his lips -- "Shhhhhhh." INT. MORGUE - CORRIDOR - DAY In the corridor, JAY looks around. No Tony, no answer to the bell. He DINGS once more, then heads into the back. INT. MORGUE - DAY JAY comes into the morgue. LAUREL is in there, standing right up next to an examination table, but there is no corpse on the table, just a sheet draped over it. She just stands there, in the middle of the room, staring at Jay. JAY Uh, hi. LAUREL (oddly) Hello. JAY (flashes a badge) I'm Sergeant Friday, from the Twenty- Sixth precinct. They brought a cat in here with a corpse the other day, might have said "Orion" on the cat's name tag? LAUREL Yes. That's right. JAY Right, well, the cat is, uh -- the cat's a witness in a murder case and I'm going to need to take it with me. LAUREL I don't know where the cat is at the moment. JAY You don't? LAUREL No. (lowers her voice to a whisper) Maybe you could take me with you instead. Jay looks at her. JAY Excuse me? LAUREL I said, maybe you could take me with you instead. JAY Damn, you do start fast, don't you? LAUREL I'd really like to go with you. Now. Jay just looks at her, amazed at the power he seems to have over this woman. He looks over his shoulder, to make sure he has a few more seconds alone. JAY And, uh, why exactly is that? Laurel rolls her eyes. She seems irritated with him, but it doesn't go with what she's saying. LAUREL I just do. INT. MORGUE - CORRIDOR - DAY KAY comes down the stairs and into the morgue corridor. He checks his watch, then leans against the counter and pulls out a pack of cigarettes. Waiting. INT. MORGUE - DAY Jay is thoroughly enjoying himself, but Laurel seems to be going crazy. LAUREL I have something I need to show you. She looks down, pointedly, in the direction of her waist. JAY Now slow down, you don't have to hit the gas like that. She leans in and lowers her voice. LAUREL You don't understand. You really need to see this. JAY

And I will. But we gotta get something straight here -- I'm gonna drive. It's not some kind of macho trip, it's just the way I'm used to doing things, okay? INT. MORGUE - CORRIDOR - DAY Kay pulls out a box of matches and strikes one on the side. He raises it to his cigarette, but as it draws close, the match goes out with a sharp SIZZLE. Kay furrows his brow. Odd. INT. MORGUE - DAY Laurel is at the end of her rope. LAUREL Look, Stud, I don't know how many more times I'm going to get to tell you this. There's something -- She points, sharply, at the examination table directly in front of her. LAUREL -- that you have to help me with. Jay's smile vanishes and his jaw drops as he figures it out. He starts to reach for his gun. INT. MORGUE - CORRIDOR - DAY Kay raises another lit match to his cigarette, but as this one gets close, a BIG GLOB OF GOO drops from the ceiling and onto the match, dousing the flame. Kay looks up, sharply. Above him, TONY, the counter guy, is stuck to one high corner of the ceiling by an enormous wad of viscous, dripping fluid. He's dead, a frozen look of terror on his face and the can of Raid still clutched in his hand. From inside the morgue, Laurel SCREAMS. INT. MORGUE - DAY Kay races into the morgue just as the examination table EXPLODES into the air, revealing EDGAR, who was hiding beneath it. Now everything happens at once. Jay leaps back and draws the Noisy Cricket, Kay pulls out his series four de-atomizer, and Edgar holds his shotgun under Laurel's chin, using her body to shield his own. KAY Freeze it, Bug! JAY Don't shoot! Don't shoot! LAUREL (to Jay) CHRIST, are you THICK! JAY How was I supposed to know!?! LAUREL What did I have to do, SING it for you!?! JAY Maybe if you didn't come on like a drunken prom date! LAUREL Oh, that's SO typical. Any time a woman shows the slightest hint of sexual independence, men just -- EDGAR Everybody shut UP! KAY Let her go, Shit Eater. EDGAR Listen, Monkey Boy, I may have to take that kind of talk in my end of the universe, but compared to you humans, I'm the top rung on the evolutionary ladder, so can it, all right?! KAY You're breakin' my heart. Move six inches to your left and I'll solve all your problems. ORION the cat suddenly attacks, leaping off the top of

the cabinet and landing on Edgar, HISSING and scratching and clawing for all she's worth. Edgar snaps an arm up and whips her off. The cat squirms in his arm, the icon jangling. Edgar grabs the icon, holds onto it, and flings the cat away, across the morgue. The icon comes free, remaining in his hand. He drops it into his mouth and swallows. He shoves the gun hard against Laurel's cheek. EDGAR That's better. Now put down your weapons. We're leaving. Kay freezes, teeth clenched, gun still in front of him. Standoff. EDGAR Have you ever pulled the wings off a fly? Edgar cranks one of Laurel's arms behind her back, hard, and she CRIES OUT in pain. EDGAR Would you care to see the fly get even? KAY How far you think you'll get without your ship? If that's what you call that hunk of space crap we've got back at our office. EDGAR Put the weapons down! KAY Never gonna happen, Insect. Edgar backs away with Laurel, further into the morgue, toward a glass window that looks out at the base of an air shaft. Jay and Kay advance, slowly, cornering him. JAY It's okay, Laurel! LAUREL HOW is it okay?! JAY I mean it's going to be okay! EDGAR Don't bet on it, meat sack. And with that he turns, leaps -- -- and CRASHES right through the window, into the air shaft. EXT. MORGUE (SIDE STREET) - DUSK EDGAR, still clutching LAUREL, EXPLODES up over a railing. Nobody looks twice as Edgar, dragging Laurel (with his arm over her mouth), races toward the nearby busy Manhattan Street. INT. MORGUE - AIR SHAFT - DUSK Jay and Kay duck into the air shaft and look up -- too far to climb, and the walls are smooth anyway. KAY Damn it! They turn and run out of the morgue. EXT. THE NEARBY BUSY MANHATTAN STREET - DUSK EDGAR, with LAUREL, RUNS right in front of a CAB, which screeches to a halt inches from them. The CABBIE sticks his head out and YELLS something in an unknown language. And KEEPS yelling as -- Edgar reaches through the passenger side and pulls the Cabbie out the door (cigarette and wooden seat-beads and all). The Cab Driver is still yelling as Edgar leaps in, pushing Laurel in before him, leaving her behind the wheel. He removes a POSTCARD -- the one he took from the display on the newsstand. EDGAR Take me here. LAUREL What??? Edgar just cranks the car into gear -- opening his mouth and swallowing the icon -- and in so doing revealing a TRIPLE ROW OF SERRATED BUG-TEETH, he SLAMS HIS FOOT on the gas pedal. Laurel's head snaps back as the car rocks

forward. She has no choice, but to grab the wheel and start steering as -- The car screeches out into traffic, swerving wildly as Laurel is forced to make a 90-degree turn. The car fishtails wildly, swiping an oncoming car as it straightens and heads into the traffic. The furious Cab Driver runs off after it, still yelling as he disappears around the corner. A second later, KAY and JAY rush out into the street. The cab is nowhere to be seen. Jay runs into the street, noticing the wooden beads, the ripped pine-scented green deodorizer, and the still-burning cigarette. JAY They're in a cab. And Jay starts running down the street, where DOZENS of cabs are waiting at the intersection. He's running from cab to cab, pounding on windows, scaring the living shit out of people -- JAY Hey! Laurel!? Hey! -- but Laurel and Edgar are nowhere to be found. Up ahead the light turns green and the tide of taxis wash away, leaving Jay on the street. He turns as a car screeches up behind him, its headlights shining in his eyes. As it gets closer, Jay sees it's Kay in the LTD. KAY Stop wasting time. He's not getting off the planet in a cab. CUT TO: INT. MIB BUILDING - HEADQUARTERS - NIGHT Jay and Kay rush in from the door under the World's Fair mural, and head toward the main display screen; all around them, the MIB staffers are in frenetic activity in response to the threat from above. KAY (to tech at a desk) Come with me. Put up a bio-net all the way around Manhattan; if it's not human, it's not leaving the island. KAY What've we got from our friends upstairs? ZED Same thing: "Deliver the galaxy." KAY Yeah, well the bug's got the galaxy, but we've got his ship. He's got to be looking for a way out. Just then, a loud ALARM wails. AT THE MAIN VIEWING SCREEN, A GREEN LINE shoots out from the Arquillian ship, striking a region of planet earth. INT. MIB BUILDING - HEADQUARTERS - NIGHT -- headquarters, where every bell, whistle and light imaginable is going off. JAY WHAT THE HELL ARE THEY SHOOTING AT US FOR?! ZED Arquillian battle rules, kid. First we get an ultimatum, then a warning shot, then we have a galactic standard week to respond. JAY A galactic standard week? How the hell long is that? KAY One hour. JAY One hour? Viewing the screen, it now reads: MIB DELIVER THE GALAXY OR THE EARTH WILL BE DESTROYED...

SORRY ZED To keep the bugs from getting it, the Arquillians will destroy the galaxy and whatever planet it's on. JAY You're talking about US! ZED Sucks, doesn't it? KAY Pull up the locations of all land- based interstellar vehicles. ZED They're all gone. Frank the Pug took the last ship on the planet. As Kay and Zed watch as the machine scrolls through the data, Jay walks back towards the center of the room, deep in thought. Over him we hear: KAY Atlantic City? ZED Gone. KAY That landfill on the Jersey Shore? ZED Gone. JAY Uh, gentlemen. KAY Epcot? ZED Gone. KAY Miami Beach? ZED Gone. JAY Fellas. KAY Hartford? ZED Gone, thank God. JAY Hey. Old guys. Kay and Zed both look up at once, scowling. JAY Do those still work? They follow his gaze, up, over the computer terminals. There, on the wall in front of them, where it has loomed for the entire movie, is the enormous mural of the 1964 World's Fair grounds. Most prominent in the mural are two tall towers that rise dramatically from the ground, topped by -- -- the two flying saucers from the very first alien contact. As they stand there, wide-eyed, staring at it, we -- DISSOLVE TO: EXT. WORLD'S FAIR - NIGHT -- the real-live twin towers on the actual fairgrounds in Flushing Meadows. A taxi SCREECHES to a halt at the edge of a fence a hundred yards away. EDGAR shoves LAUREL out through the driver's door and follows behind her, still holding his weapon on her. EDGAR You're coming with me. LAUREL What?! Why?! EDGAR It's a long trip. I'll need a snack. And he shoves her ahead of him, off in the direction of the space ships. Behind him, abandoned on the front seat of the cab, we finally see the front of the postcard he's been carrying around. "FLUSHING MEADOWS, SITE OF THE 1964 WORLD'S FAIR," it says, with a distinctive photograph of the spaceships. So that's how he knew. CUT TO: EXT. COLUMBUS CIRCLE - NIGHT Nighttime now, and the city hums along, just another Thursday night. The clock in Columbus Circle says it's 7:45. EXT. SIXTH

AVENUE - NIGHT TVs in the window of an appliance store show a rerun of "Cheers." PEOPLE laugh. EXT. TIMES SQUARE - NIGHT The news ticker in Times Square announces the latest shattering news: RAIN LIKELY -- TEMPS DROP TO 60'S EARTHLINGS pass left and right, blissfully unaware of their impending doom. CUT TO: EXT. MIB BUILDING - NIGHT KAY and JAY leap into Kay's LTD and SLAM the doors. Kay jams the key in the ignition, the car ROARS to life, and he turns to Jay. KAY Whaddya say we bag us some bug? He hits the gas and the car ROCKETS away from the curb. EXT. CITY STREETS - NIGHT The LTD tears through the city. INT. MIB LTD - TRAVELING - NIGHT Kay turns sharply to the right, SMACKING Jay around. Looking up ahead, he sees the entrance to the midtown tunnel. JAY You're taking the tunnel?! KAY You know a better way to Queens? JAY It's usually jammed?! EXT. MIDTOWN TUNNEL - NIGHT The LTD races through the tunnel at top speed. It's clear driving for a few seconds, but then they round a bend -- -- and there's a traffic jam up ahead. INT. MIB LTD - TRAVELING - NIGHT Kay approaches the line of cars at top speed, with no intention of slowing down. Jay, terrified, holds on for dear life. JAY I told you! KAY Jay. The button? JAY Yeah?! KAY Push the button, Jay. A LIGHTED PANEL rotates into place between the two front seats, and that red button flashes underneath its plastic shield again. Jay flips back the plastic cover and JAMS his finger down on the red flashing button. KAY And you may want to throw on a seat belt. EXT. MIDTOWN TUNNEL - MIB LTD - NIGHT As the LTD rockets toward the traffic jam up ahead, it begins to evolve, its shape actually changing. The sides and back extend as some sort of endoskeleton pushes the "normal" panels out. It becomes a larger, wirier machine, held together by an elaborate series of mechanical muscles and metallic tendons. Kay's car hurtles toward certain death in the traffic jam, but at the last possible moment it swerves off to the side, a SUCKING SOUND coming from underneath it. Instead of banging off the wall of the tunnel, the LTD actually clings to it. It swerves up, onto the wall and hangs there, racing by the traffic below. It keeps going, turning all the way over and driving upside down, wheels clinging to the roof of the tunnel. INT. MIB LTD - TRAVELING - NIGHT Jay falls from his seat with a CLUNK, onto the upside down ceiling of the car. Balled up on the back of his neck, he peers out the window as they tear through the tunnel, ZOOMING over the bottlenecked traffic underneath. As they race through the tunnel, they have a minute to kill.

KAY Mind if I smoke? JAY What?!? KAY In the car, I mean. JAY I don't care!! KAY Hey, just a common courtesy. It bothers some people if you smoke in a car. He lights a cigarette and blows the smoke out leisurely, one hand on the wheel, just waiting out the tunnel. Jay gives up struggling to right himself and closes his eyes, suffering through this. EXT. MIB LTD - TRAVELING - NIGHT From outside the car, we watch it rocket along on the roof of the tunnel. We can hear KAY'S VOICE as he goes on. And on. KAY Yeah, it's harder and harder to smoke anywhere these days. Hell, I suppose I should quit. I've tried. Never took, though. I'm beginning to think I lack self-control. And they disappear out the other end of the tunnel -- INT. MIB LTD - TRAVELING - NIGHT -- and flip over, BANGING back down onto the road on the other side. Jay falls off the ceiling and SLAMS into his seat. KAY Well, back to work. He flips his cigarette out the window and cranks the wheel to the left. EXT. MIDTOWN TUNNEL - TOLL BOOTH - NIGHT Approaching a toll booth, the LTD shoots across nine lanes of traffic and through the only open booth, SHATTERING the gate. Traveling at about two hundred miles an hour, Kay nonchalantly flips a token out the window -- -- and it CHINKS in the basket as their taillights disappear. CUT TO: EXT. WORLD'S FAIR - LANDING TOWER - NIGHT EDGAR climbs the outside of the landing tower of one of the space ships, pushing LAUREL up ahead of him, headed for the saucer at the top. LAUREL Come on, let me go, you don't want to eat me. I'm a very important person on my planet. Like a queen. A goddess, even. There are those who worship me, yes. I'm not trying to impress you with this, I'm just letting you know. It could start a war. EDGAR Good. War means food for my family, all seventy-eight million of them. That's a lot of mouths to feed, your highness. LAUREL You're a wonderful dad. And with that she KICKS him squarely in the face. He reels, momentarily losing his grip on her. She takes advantage of the moment and FLINGS HERSELF out, into the air. Edgar flails, but she is beyond his reach. She falls, tumbling through the air -- -- and lands in the branches of a tree. She hits hard, the branches rattling, and reaches out and hangs on for dear life, high above the ground. Above, Edgar just keeps climbing. EXT. WORLD'S FAIR - NIGHT Over at the fence, the LTD comes to a looooong, skidding stop at

the fairgrounds. AT THE TRUNK, JAY and KAY flip open the trunk and scarf up whatever weapons look most dangerous. Kay grabs a black box, UNSNAPS a row of latches, and opens it, revealing -- -- the most wicked-looking shotgun on the planet. Three feet long, triple-barreled, over and under and under, plus a pump action reloader on top of a storage clip for a dozen more shells. The shells themselves are solid, glistening like polished steel. Kay loads up the clip. JAY You know how to work that? Kay pumps it once, with extreme confidence. KAY No idea whatsoever. He SLAMS the trunk, revealing the flying saucers sitting atop their columns in the distance. KAY Let's bag us some bug. As if on cue, one of the saucers begins to HUM. Then it starts to spin, faster and faster. The ship begins to rise. JAY Oh, shit. EXT. WORLD'S FAIR - TREE - NIGHT Laurel sits in her tree, watching with amazement. EXT. SHEA STADIUM - NIGHT At Shea Stadium, a Mets game is in progress. Behind the home plate side, the flying saucer silently rises up in the night sky, plainly visible. But at that very moment, the batter CRACKS into a fastball, hard. The crowd rises to its feet, SHOUTING, staring out at center field, where the ball is headed. All eyes in the house are on the Mets' CENTER FIELDER, except for his eyes, which are on the flying saucer behind home plate. His eyes widen, his jaw drops -- -- and the catchable ball sails over his head, THUDDING into the wall behind him. The crowd BOOS viciously. EXT. WORLD'S FAIR - NIGHT Kay raises the weapon he took from the trunk; looks over at Jay. KAY Set it to pulsar level five, sub- sonic implosion factor -- JAY What? KAY Press the little green button, on three. Jay raises his weapon; they press their green buttons. KAY One... two... They pull their triggers. For a moment, nothing happens, as if it were a misfire. But then, there is a VACUUM WHUMP, like all the air in the immediate area being sucked into a space the size of a dime, and a tremendous shock wave rolls out from the barrel of the guns. Jay and Kay are sucked to the ground by the bizarre force, THUDDING to their stomachs like magnets to a refrigerator. EXT. WORLD'S FAIR - NIGHT The shock waves wrinkle across the open space between them and the ship, then it HITS the ship -- -- and it too is sucked back down. Hurtling back toward them. EXT. LAUREL'S TREE - NIGHT She flinches as the flying saucer shoots overhead. EXT. WORLD'S FAIR - NIGHT The saucer CRASHES through the Unisphere, an enormous steel globe, and THUDS to the earth, CRASHING through brush, dirt and rock... Jay and Kay come to their feet... In front of them, the dust clears... Trees uprooted, stones and dirt thrown

everywhere... a dumpster has been cast to their left... And the saucer is there, embedded in the earth, tipped off- kilter in a mound of debris... A hatch comes up... revealing Edgar, walking slowly toward them, with contained fury. EDGAR You don't get it. I've won. It's over. KAY You are under arrest for violating number 4-1-53 of the Tycho accord. Please hand over any galaxy you might be carrying. EDGAR You milk-suckers! You don't matter! In a few seconds you won't even be matter! KAY Move away from the vehicle and put your hands on your head. He pumps the gun for emphasis. EDGAR Put my hands on my head? Edgar stares at him. Then flexes his arms, still encased in flesh. His giant pincers RIP free of the rotting skin. He extends both pincers to the sides, and, my God, his reach must be twelve feet across. Now the skin and clothes on Edgar's legs begins to CRACK and SHRED. They BURST APART, revealing two hideous, doubled-over insect legs. The bug raises himself aloft on his legs. He sucks in a deep breath of air, and now the rest of the Edgar suit goes the way of the arms and legs. The torso EXPLODES in great rendering of cloth and skin, and finally Edgar's head simply BURSTS apart, SPATTERING against the walls. Edgar now reveals himself as he really is: a hairy, bug-like exoskeleton, a scaly tail with a long stinger, a head like a cobra with elliptical eyes and a small nose, and two horse-like feet with three toes each. He raises his pincers in the air, resting them on his head. The GALAXY hangs on a chain around his neck. BUG Like this? Kay and Jay pump their guns and aim at the Bug. Suddenly the Bug SPITS. And a HUGE, SLIMY WAD OF GOO shoots from him and engulfs both shotguns. The Bug snorts it back, tearing them from Jay and Kay's grasp, then swallowing them. Jay and Kay have only a second to react before -- The Bug SWIPES at them with the back of his clawed hand, like someone brushing aside a gnat -- and SENDS THEM FLYING FIFTEEN FEET IN THE AIR. EXT. LAUREL'S TREE - NIGHT She flinches as she sees them hit the ground. She starts to climb the tree. EXT. WORLD'S FAIR - NIGHT Jay and Kay hit the ground with loud grunts. JAY That did not go at all like I had planned. They look up to see the Bug moving for the second tower -- and the second flying saucer. Kay gets to his feet. KAY This guy's really starting to bug me. Kay starts walking after the Bug. KAY Whatever happens, Jay, don't let him get on that ship. JAY Where are you going? KAY Getting my gun back.

JAY What!? Kay steps forward and yells at the departing Bug. KAY Hey, Bug! The Bug just keeps moving toward the ladder. KAY I'm talking to you, Bug! You know how many of your kind I've swatted with a newspaper? The Bug turns toward Kay. Kay steps up to him, the small human facing off against the giant alien hug. EXT. LAUREL'S TREE - NIGHT She quietly makes it to the ground -- hurries off to the darkness of the woods. EXT. WORLD'S FAIR - ON KAY AND THE BUG - NIGHT Kay has himself in the Bug's face, its dripping fangs inches from Kay's face. KAY You're just a smear on the sports page to me, you slimy, gut-sucking, intestinal parasite! Eat me! The Bug reacts -- cranks open its massive jaws with a deafening HISS, lunges forward, and sucks Kay into his mouth. The Bug straightens up to its full height and throws his head back. Kay slides down the Bug's throat, bending it sideways as he kicks and SCREAMS his way down into its abdomen. JAY looks on, in stunned horror... AS THE BUG TURNS TO JAY AND STRETCHES TO ITS FULL HEIGHT and lets loose a HIDEOUS SCREAMING HOWL OF TRIUMPH. EXT. WOODS - NIGHT Laurel is still watching. EXT. WORLD'S FAIR - ON JAY AND THE BUG - NIGHT Jay watches as the Bug continues its HOWL OF TRIUMPH... He feels totally defeated. But... He can hardly believe his eyes as he looks down at the Bug's stomach... CLOSE ON BUG'S STOMACH. Through the leathery pouch of the Bug's stomach, we can just make out the distended outline of the two atomizers... and just a few inches from it, a HUMAN HAND is reaching toward the gun... KAY! INT. BUG - NIGHT Kay, swimming in the Bug's intestinal fluid, tries to make his way to the gun, Holding his breath. Eyes stinging. EXT. WORLD'S FAIR - NIGHT Jay knows what he has to do. He picks up a good-sized chunk of concrete dislodged by the crashing saucer and hurls it at the Bug. JAY Hey! Come over here and try that! The concrete THUNKS off the Bug's shell -- he doesn't seem to notice; just keeps moving. Jay picks up a twisted metal pole and runs at the Bug. JAY Stop right there, or I'll start wailing on your waxy, pointed ass! Jay starts pounding on the Bug with the metal pole. INT. BUG - NIGHT Kay almost has his fingers around the stock of the gun -- The POUNDING on the outside distracts him and he turns -- the gun shifts away. EXT. WORLD'S FAIR - NIGHT The Bug grabs the metal pole and yanks it out of Jay's hands. He swings at Jay -- Jay dodges the blow and falls to the grass. The Bug slices down with razor-sharp claws at Jay -- -- Jay rolls out of the way, just as the mean-looking claws dig into the grass. Jay rolls right underneath the Bug's legs. His hand falls on something in the grass -- another piece of debris, a sharp metal spike,

gleaming like a dagger. He grabs the metal spike and looks up at the Bug's apparently vulnerable underbelly, right above him. He grabs the spike with both hands and is about to thrust the spike up, into the Bug's gut, when; The Bug bends its head down between its legs. BUG'S POV of Jay there, upside-down from this perspective, lurking between the Bug's legs. EXT. WORLD'S FAIR - NIGHT The Bug opens its jaws and SNAPS at Jay -- who propels himself backward out of harm's way. The Bug starts climbing the tower. Jay howls in frustration. JAY What are you, afraid of me? Come on! Stand and fight like an arthropod! In frustration, Jay screams and throws himself on the Bug, hanging onto its back, trying to drag it down. JAY You want a piece of this, huh?! Maybe you're a badass in your hive, but this is New York City. You're just another tourist here! The Bug flicks him off with his tail -- sending him SAILING twenty feet through the air. Jay CRASHES into the dumpster, landing on a heap in front of the garbage. But, scratched and beat-up, Jay still doesn't quit -- he stands to yell at the Bug, extending his arm at the creature. JAY You're messing with the wrong species, Bug -- He notices something on his arm... a cockroach running down his sleeve. He flicks it off... Looks down at the ground... sees another roach... looks over to the dumpster behind him... there are more of them... a whole mob, in fact... fifty or sixty of the critters, climbing out of a rusted hole in the dumpster... Jay has one last desperate idea... He kicks at the dumpster -- part of the side is rusted paper thin and it kicks apart and crumbles to pieces. TENS OF THOUSANDS OF ROACHES pouring forth from the dumpster, crawling like a black glittering river, away from the garbage... Jay leaps to his feet and moves to the glistening mob of insects... JAY Hey, Bug! CLOSE ON JAY'S FOOT as he steps on the roach. CRUNCH. ON THE BUG as he flinches on the ladder -- he hates that sound. ON JAY. He smiles. JAY If I'm not mistaken, that was a cousin of yours. He knows he's getting to him. He steps toward the Bug -- moving his foot over another roach. CRUNCH! He crushes another one. JAY Whoa! That had to hurt. And, what d'you know, here's your old Uncle Bob! He steps forward again -- CRUNCH! ON THE BUG. He turns around, anger burning in his eyes. INT. BUG - NIGHT Kay's hand reaches closer and closer to the gun... EXT. WORLD'S FAIR - ON JAY - NIGHT Jay keeps moving toward the Bug, finding new roaches to tread on -- holds his foot over another one. JAY What's that? Can you hear what he's saying? 'Help me! Help me!' CRUNCH. [ON] THE BUG as he starts climbing

down the tower and moving toward Jay. ON JAY. They are moving toward each other in a show down -- Jay moves on, poising his foot over another roach. JAY Ooh! There's a pretty one. That one looks kinda familiar, don't you think? I know who that is! The Bug is right over Jay now, jaws dripping ready to gobble him up. BUG Don't do that! Jay stares right back at the Bug. Inside, he sees Kay's hand, closing around the trigger of the shotgun. He brings it around, pointing up, straight at the Bug's head. JAY That's your Momma! He moves to CRUNCH the roach -- The Bug moves to chomp Jay -- Jay stares up at him, unflinching... JAY Didn't she ever teach you not to bite off more than you can chew? And at that very moment... Kay BLASTS a hole right in the middle of the Bug's midsection. The front of the Bug's thorax EXPLODES in a shower of bug juice all over Jay. The Bug flies into two pieces -- the butt end sailing one way; the head flying behind Jay. Kay falls out of the Bug, in a mess of goo, gasping for breath, dropping the atomizer from his slippery fingers. The other gun sails off into the darkness. The ICON drops to the ground, rolls over to Jay's feet, and CLATTERS to rest like a silver dollar on a barroom floor. He calmly bends down and picks it up. Jay is pissed and starts in on Kay. JAY You son of a -- Kay holds up a finger in a 'wait a minute' gesture -- pulls out his pocket phone and hits a number. KAY Zed. Get a message to the Arquillians. We have the galaxy. INT. MIB HEADQUARTERS - NIGHT Zed is standing at the console, a smile on his face. He glances over at the console that displays alien arrivals and departures on the earth. The red lights are coming back on. ZED I think the word's already out. Our friends are coming back. (then) Got an authorized landing at Times Square. You and Jay check it out on the way back... And pick me up one of those soft pretzels, while you're at it. Extra salt. I feel like celebrating. EXT. WORLD'S FAIR - NIGHT Kay flips the phone closed. KAY You were saying? JAY Getting eaten!? That was your plan!? KAY (shrugs) Worked. As they argue, behind them, unseen, THE FRONT HALF OF THE BUG RAISES ITSELF UP on its forearms, eyes gleaming with hate, jaws dripping -- ready to lower itself onto Kay and Jay. JAY After I got the shit beat out of me! KAY And I almost got digested. It goes with the job. JAY

You coulda told me what you were doing. KAY There wasn't time, sport! HISSS! The Bug attacks, swinging its head down on them. They turn to see it, and just before the jaws snap down on their heads... BOOM! The Bug's head explodes into a million bits. Bug juice showers down everywhere, bucketsful of goo drenching Kay and Jay even further. They turn to see... LAUREL standing behind the dead Bug, the other atomizer in her hands, the barrel smoking, the weapon and Laurel dripping the Bug innards. LAUREL Interesting job you guys got. ON THE SKY. Bits of Bug juice still flying through the air. INT. A CAR ON THE ADJOINING FREEWAY - NIGHT The driver sees something tumbling toward the windshield. He winces. -- AND THE BUG'S REMAINS SPLAT AGAINST THE WINDSHIELD. The driver grimaces at the mess. DRIVER Damn bugs. He reaches down and hits a button. Wiper fluid squirts onto the windshield and the wipers spread the bug goo everywhere. CUT TO: EXT. MIB BUILDING - NIGHT Kay's LTD is parked outside Men in Black headquarters. LAUREL leans her back against the car. We see JAY and KAY walking away in the distance. JAY Look, I know we got rules, but she did just bust the Bug for us. And so maybe you don't have to flashy thing her. Kay pulls out the neuralyzer. JAY Who's she gonna tell, anyway? She only hangs out with dead people. KAY Not her. Me. (looking up at the sky) They're beautiful, aren't they? The stars. I never just look anymore and they're beautiful. JAY Kay, you're scaring your partner. KAY I haven't been training a partner -- I've been training a replacement. JAY Oh no, I can't do this job by myself. LAUREL (walking towards them) Hey, guys, we're nowhere near my apartment. We're not even on the right island. KAY Maybe you won't have to. Kay starts dialing back the neuralyzer. KAY Days. Months. Years. Always face it forwards. He hands the neuralyzer to Jay. Taps his pocket. Indicates for him to put his glasses on. Jay resists. KAY I've just been down the gullet of an interstellar cockroach. That's one of a hundred memories I don't want. Jay takes the neuralyzer. Slips on his glasses. KAY See you around, sport. Jay raises the neuralyzer. With a brilliant FLASH, the screen turns

white. JAY No, you won't. CUT TO: EXT. NEWSSTAND - DAY CLOSE ON various tabloid headlines as a hand flicks through them. Here's one: METS' CENTERFIELDER SAYS: "UFO MADE ME MISS HOME RUN BALL!" And here's another one: DETROIT HAS CAR THAT DEFIES GRAVITY! Secret Tests in N.Y.'S Tunnel And a third: MAN AWAKENS FROM 30-YEAR COMA Returns to Girl He Left Behind A large photograph shows a smiling KAY, arm-in-arm with ELIZABETH RESTON, his long-lost fiancee, in her back yard in Tempe, Arizona. She holds a large bouquet of flowers, the same kind he brought but never gave her thirty years ago. JAY, who's reading the paper, smiles. AT THE CURB, Jay hurries back to the LTD with the newspapers. ELLE, (formerly Laurel), is waiting, leaning against the hood. Tailored black suit. Black shoes. Short-cropped hair. The look never looked better. ELLE Zed called. The High Consulate of Regent-9 emissary wants floor seats to the Knicks -- Bulls game. JAY I'll talk to Dennis Rodman, it's his damn planet. ELLE Let's roll. Both car doors SLAM, Jay drops it in gear, and the LTD BLASTS away from the curb. EXT. NEW YORK CITY BLOCK - DAY The LTD is just one of many cars in a jam-packed Manhattan city block. FROM UP IN THE CLOUDS Manhattan itself is just part of a much larger urban and suburban sprawl. FROM THE STRATOSPHERE The east coast of the United States is just part of a much larger land mass. FROM THE EOSPHERE North America is just a small portion of the planet Earth. FROM SPACE Earth is just a tiny ball in our solar system. FROM THE MIDDLE OF THE MILKY WAY Our solar system is just a few blips of light in a vast star field. FROM OUTSIDE OUR GALAXY The Milky Way is just a creamy spiral amid innumerable other creamy spirals. FROM THE OUTER REACHES OF THE UNIVERSE There seems to be an edge to what we see, a curved border that seems to close in on things around the perimeters, until everything that exists seems to be contained in one tiny ball -- -- which is actually a marble resting on a strange-looking patch of red dirt. An ALIEN HAND reaches down and flicks the marble, sending it skittering and bouncing across the dirt, where it CLICKS into a dozen other big blue balls just like it. FADE OUT. THE END

DUNE SEVENTH DRAFT DAVID LYNCH December 9, 1983 -- 1. ARRAKIS - A SCENE FROM SPACE Also known as DUNE, home of the Fremen, former Zenzunni wanderers. 1A. INT. ROCK LEDGE - SIETCH TABR - NIGHT BLACK FADE IN to the dark eyes of the mysterious face of the REVEREND MOTHER RAMALLO, who sits against smooth black rock. Her eyes are deep blue-within-blue and her skin is a haunting translucent white. Her voice ECHOES as if in a great cavern. REVEREND MOTHER RAMALLO We are the secret of the Universe. RESPONSE OF TWENTY THOUSAND VOICES Bi-la kaifa. REVEREND MOTHER RAMALLO We are the secret of the Universe. We know of spice...the spice called melange...the greatest treasure in the Universe. It exists on only one planet - ours Arrakis, Dune. We know of spice and the Bene Gesserit sisterhood's selective breeding plan of ninety generations to produce the Kwisatz Haderach, the one the spice will awaken. RESPONSE OF TWENTY THOUSAND VOICES Bi-la kaifa. REVEREND MOTHER RAMALLO And now the prophecy... Silence...then a powerful low organ NOTE resounding in the cavernous space. REVEREND MOTHER RAMALLO (CONT'D) He will come...the voice from the outer world, bringing the holy war, the Jihad, which will cleanse the Universe and bring us out of darkness. He will have been born of a Bene Gesserit mother. -- The Reverend Mother continues speaking of the Prophecy, but we do not hear it. The huge wind organ BLOWS louder and louder, obscuring her voice. The picture FADES. 1B. KAITAIN - A SCENE FROM SPACE Home planet of House Corrino and Shadam IV, Emperor of the known universe. 2. INT. DROP - NIGHT FADE IN to: ...interior of one drop of water. The image changes subtly. 2A. EXT. - DROP - NIGHT PULL BACK to a shot revealing the outside of the drop. There is a distant ROARING and within the drop we can see the distorted image of a space ship landing on a sophisticated landing field. 3. (Deleted) 3A. EXT. LANDING FIELD - EMPEROR'S PALACE - NIGHT On the dark landing field, chemicals spill out of the ship in troughs and tank-suited Guildsmen begin to swarm out of a hatch opening. 4. through 6. (Deleted) 7. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT The EMPEROR is surrounded by crowds of COURTIERS in his Throne Room. Suddenly a GUARD enters from a small door and quickly crosses to ANOTHER GUARD. A warning SOUND begins. The Emperor turns nervously. Guards quickly begin to clear the large room. Several women are rushed toward us to a door beyond. One of the woman, IRULAN, stops and turns back for a worried, caring look to her father, the Emperor. IRULAN Father. -- EMPEROR Irulan. She sees that SARDAUKAR OFFICERS are surrounding him now, speaking to him. Irulan turns and leaves. The Emperor moves away from his officers to the center of the now-empty room. He drops his golden robe from his shoulders. He stands in his elegant black uniform, thinking. The Reverend Mother is ushered in and the Sardaukar Officers leave her alone with the Emperor. EMPEROR (quickly) A Third Stage Guild Navigator will be here within minutes! REVEREND MOTHER We felt his presence. EMPEROR I shall want telepathy during his visit

and a report when we're finished. REVEREND MOTHER Their minds are so.... They move in strange directions.... EMPEROR Yes? REVEREND MOTHER Forced spice evolution of humans changes many things.... I must sit close to him. EMPEROR He will not permit anyone but me to see him. You must be outside this room.... Do what you can. REVEREND MOTHER I am your Truthsayer, my lord... (sensing something outside the room) He is here, my lord. Under the carved inscription "Law is the Ultimate Science", the doors to the Emperor's chambers slide open and FIFTY GUILDSMEN wheel in a forty-foot long giant black box. One of the Guildsmen addresses the Emperor through a translating device. TANKED GUILDSMEN #1 The Bene Gesserit witch must leave. -- The Emperor looks to the Reverend Mother. EMPEROR Leave us. REVEREND MOTHER Yes, my Lord. EMPEROR (after she has gone) We are alone... 8. INT. HALLWAY - EMPEROR'S PALACE - NIGHT The Reverend Mother enters through doors and takes a seat on a chair just outside the door. She closes her eyes. 9. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT Inside the Emperor's chamber, the TANK-SUITED GUILDSMEN are arranging themselves in a "V" formation around the box. Suddenly the box opens, slowly and beautifully revealing a huge, thick glass tank. Inside the tank floats a THIRD STAGE NAVIGATOR twenty feet long, much like a cross between a pasty, pale human being and a fleshy grasshopper. The tank is filled with swirling orange spice-gas, and Guildsmen continuously vacuum up the toxic chemical spills dripping from under the tank. Suddenly the Guild Navigator swims towards the Emperor. His head is enormous and fleshy, like a huge grasshopper head -- the eyes are totally deep blue. His voice is a high, fleshy whispering and an intricate electrical apparatus in the front of the tank translates into English and broadcasts it into the room. NAVIGATOR We have just folded space from Ix... EMPEROR (extremely nervous) Yes?... How was your journey? NAVIGATOR (after a long pause) Many machines on Ix... new machines. EMPEROR Oh yes? -- NAVIGATOR Better than those on Richesse.. You are transparent... I see many things... I see plans within plans. EMPEROR Is there a problem?... Usually there is a problem when one of you makes a visit. No answer. NAVIGATOR (finally) The answer is within the problem... 10. INT. HALLWAY - EMPEROR'S PALACE - NIGHT Outside the Emperor's chamber the Reverend Mother sits, her eyes closed, straining. 11. INT. THRONE ROOM - EMPEROR'S PALACE - REVEREND MOTHER'S MENTAL IMAGE - NIGHT A very blurred scene of the Emperor with the Guild Navigator. She is not getting the English version but a much different language version which is fascinating to listen to. A lilting, sing-song monologue. 12. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT NAVIGATOR I see two Great Houses -- House Atreides, House Harkonnen -- feuding... I see you behind it. EMPEROR Yes. The Navigator breathes

the spice-gas heavily and swishes gently in his tank. NAVIGATOR You must share with us. -- EMPEROR The Atreides house is building a secret army!... using a technique unknown to us... a technique involving sound. The Duke is becoming more popular in the Landsraad... he could threaten me.... I have ordered House Atreides to occupy Arrakis to mine the spice... thus replacing their enemies the Harkonnens.... House Atreides will not refuse because of the tremendous power they think they will gain. Then, at an appointed time Baron Harkonnen will return to Arrakis and launch a sneak attack on House Atreides... I have promised the Baron five legions of my Sardaukar terror troops. NAVIGATOR So the Harkonnens will rid you of House Atreides... EMPEROR Yes. 13. INT. HALLWAY - EMPEROR'S PALACE - NIGHT Outside, the Reverend Mother is seeing the scene mentally. She suddenly sees and flinches. 14. INT. THRONE ROOM - EMPEROR'S PALACE - REVEREND MOTHER'S MENTAL IMAGE - NIGHT The Guild Navigator turns toward her and comes very close to her. We hear the Navigator speak to her. NAVIGATOR (to Reverend Mother, mentally) Reverend Mother... I will give you the Tleilaxu Path. REVEREND MOTHER (V.O.) (an excited whisper) A chance for escape? But for whom? 15. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT EMPEROR Can you hear me?... If this visit has anything to do with spice... -- The Guild Navigator shudders and swishes quite violently in his tank. NAVIGATOR LISTEN TO ME!! The spice must flow... the spice has given me accelerated evolution for four thousand years... it has enabled you to live two hundred years... the spice helps make the sapho juice, which gives the red-lipped mentats the ability to be living computers... the secret side of spice... the water of life. 16. INT. HALLWAY - EMPEROR'S PALACE - NIGHT REVEREND MOTHER (V.O.) He shouldn't speak of this... 15. BACK TO SCENE NAVIGATOR ...gives the Bene Gesserit sisterhood the metaphysical ability to see beyond...to have superior powers... Our power to fold space is in the spice... Without us, your empire would be lost on isolated scattered planets... You would be lost. EMPEROR I can assure you... NAVIGATOR Do not interrupt!!! Do not speak lightly of the spice... ONE SMALL POINT... 16. BACK TO SCENE REVEREND MOTHER (V.O.) Here it comes... 17. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT NAVIGATOR We ourselves... foresee a slight problem within House Atreides.... Paul.... Paul Atreides. EMPEROR You mean, of course, Duke Leto Atreides... his father. -- Page missing -- 24. EXT. CASTLE CALADAN - NIGHT High on the rock cliff stands Castle Caladan, Its appearance us dark and medieval. There is a window on the seaward wall lit from within... 25. INT. TRAINING ROOM - CASTLE CALADAN - NIGHT ...by a drifting glowglobe. Paul sits at an L-shaped table studying filmbooks and maps of Arrakis and the Universe. 25A. INSERT -

FILMBOOK We SEE vast star fields and galaxies. 25. BACK TO SCENE PAUL (whispering) Here we are now... nineteen light years beyond... 25A. INSERT - FILMBOOK We SEE the galaxies move as we HEAR a HUM. PAUL (V.O.) (whispering) ... beyond Epsilon Alangue... is Arrakis. We HOLD on this, then we see Arrakis grow larger in the filmbook screen and we SEE it is a planet of vast deserts. 25. BACK TO SCENE PAUL (whispering again) It does look dry.... 25A. INSERT - FILMBOOK The picture grows larger again, and we see the Arrakeen Valley. -- FILMBOOK (V.O.) Each day the palms along the outer wall of the Palace at Arrakeen consume enough water to sustain the lives of one hundred men. The palms were placed by the Harkonnens to flaunt their water wealth in front of the city Fremen. 25. BACK TO SCENE PAUL Where are the Harkonnens from here? 25A. INSERT - FILMBOOK The star fields and galaxies move slightly then. PAUL (V.O.) (whispering) There!... Geidi Prime and the Baron Harkonnen... the enemy. 25. BACK TO SCENE In the background, FOOTSTEPS grow louder, pounding on thick wooden floors. THUFIR HAWAT, GURNEY HALLECK and DR. YUEH enter. Paul has his back to the door. Thufir suddenly looks perturbed when he notices this. PAUL (without turning) I know, Thufir, I'm sitting with my back to the door. Hawat suppresses a smile. PAUL (CONT'D) I heard you, Dr. Yueh and Gurney coming down the hall. THUFIR Those sounds could be imitated. PAUL I'd know the difference. Paul rises and turns to face them. -- THUFIR (inner voice) Yes. Perhaps he would at that. PAUL My father sent you to test me. Music then? Thufir scowls. GURNEY No music. I'm packing this for the crossing. Shield practice. PAUL Shield practice? Gurney... we had practice -- this morning..... I'm not in the mood. GURNEY (angered) Not in the mood?! Mood's a thing for cattle and love play... not fighting. PAUL I'm sorry Gurney. GURNEY Not sorry enough. Gurney draws his knife. 25B. SHIELD EFFECT - THE FIGHT Gurney activates his body shield, sending a shimmering FORCE FIELD around his body. He advances swiftly toward Paul. Paul snaps on his FORCE FIELD, draws his knife and jumps back, collecting himself hurriedly for the fight. GURNEY (his voice sounding strange through the forcefield) Guard yourself for true! Gurney leaps high, then forward, pressing a furious attack. Paul falls back. The shield edges CRACK loudly as they touch each other. PAUL (inner voice) What's gotten into Gurney? He's not faking. Paul presses forward and the fight moves quickly around the room. The smell of ozone grows stronger as the shields hit and SPARK off one another. Paul directs a parry downwards, turns, and leads Gurney against the table, plunging at just the right moment to pin Gurney

against the table top with his blade right at Gurney's neck. PAUL (strange shielded voice) Is this what you seek? GURNEY (strange shielded voice) Good... the slow blade penetrates the shield... but look down. Paul looks and sees Gurney's blade at his groin. GURNEY (CONT'D) We'd have joined each other in death. However, you did seem to finally get the "mood". PAUL Would you really have drawn my blood? GURNEY If you'd fought one whit below your abilities I'd have scratched you a good one. Paul stands and snaps off his shield as does Gurney. 25. BACK TO SCENE PAUL Things have been so serious here lately. GURNEY Yes. I sensed the play in you lad, but this can no longer be play. Tomorrow we leave for Arrakis! Arrakis is real. The Harkonnens are real. Thufir, Yueh, Gurney and Paul stare at each other for a moment in silence. Dr. Yueh moves forward and begins to take Paul's pulse rate and to collect other data with a small black machine. PAUL Dr. Yueh, do you have any information on the worms of Arrakis? -- DR. YUEH I have obtained a filmbook on a small specimen... only 125 meters long. PAUL Only?! They smile at each other. DR. YUEH There are have been documented sightings of worms as large as 450 meters in the deep desert -- far from where we'll be in Arakeen.... The desert belt and the south polar regions are marked forbidden.... Why? PAUL The storms and the worms. Is it true, that the sand can blow at seven hundred kilometers per hour? YUEH It can render flesh to dust in minutes. And these dry winds can generate tremendous static electricity in the atmosphere. Our body shields won't have enough power to operate in the open air on Arrakis. PAUL Well, how do the Fremen survive there? YUEH We don't know much about the Fremen... They live in the deep desert... some of them in the cities and they have blue- within-blue eyes... PAUL (smiling) The eyes -- yes, yes... saturation of the blood by the spice -- melange. Could the spice affect us in other ways? THUFIR Many dangers exist on Arrakis. For one, we know the Harkonnens would not have given up their CHOAM company contract so easily. PAUL (rising) The Harkonnens are our enemies, yes... but behind them, I suspect, is the Emperor. -- THUFIR You will make a formidable Duke! Paul bows. THUFIR (CONT'D) Now remember... the first step in avoiding a trap is knowing of its existence. PAUL I know. But if it is a trap then why are we going? THUFIR We have our new army. (in the same breath) Dr. Yueh, put the weirding module on him. Thufir, noticing a SQUAD OF

GUARDS at the other end of the training room, calls out to them. THUFIR (CONT'D) Clear and lock the room. Gurney activates a series of locks. LIGHTS GLOWS above each doorway. THUFIR (CONT'D) Activate a fighter. 25C. ROBOT FIGHT Suddenly a FIGHTER ROBOT lowers from the ceiling. As the robot begins to rotate and go through several frightening, complicated movements, Dr. Yueh places a plastic device around Paul's neck. He tightens it around the Adam's apple above Paul's voice box. Paul turns and emits a very strange, powerful sound through the weirding module as he rushes towards the robot. GURNEY (to Yueh) Precise control.... 26. INT. HALLWAY - CASTLE CALADAN - NIGHT The hallway is empty in the foreground but in the distance a changing of the guard is seen. -- 26A. through 26B. (Deleted) 27. INT. HALLWAY - CASTLE CALADAN - NIGHT Paul walks down the stairway. In the distance, moving troops are packing Atreides belongings. Beyond, Paul sees some troops carrying a large bull's head. The horns are covered with dried blood. PAUL The bull that killed my grandfather... is this an evil omen? Suddenly, DUNCAN IDAHO appears from behind the giant black head. PAUL (happily) Duncan! DUNCAN Paul. (they shake hands) I was on my way to say goodbye to you. I have to go on ahead. PAUL Why? I wish you were coming with us. DUNCAN It's something for your father. He wants to talk to you. (places hand on Paul's chest) I'll see you in Arrakis. May the hand of God be with you. PAUL May the hand of God be with us all, Duncan. 28. EXT. CLIFF WALL - CASTLE CALADAN - NIGHT Paul walks to meet his father near the wall. PAUL (diffident) Father. DUKE LETO Thank you for joining me, Paul. (voice tired) It will be good to get to our new home and have all this upset behind us. -- 28A. (Deleted) 28B. DUKE LETO AND PAUL AGAINST SEA They look out over the sea. A huge wave crashes below. The Duke turns to Paul. DUKE LETO (CONT'D) (inner voice) My son. (out loud) Thufir Hawat has served House Atreides three generations.... He swears you are the finest student he's ever taught. Yueh, Gurney and Duncan say the same.... It makes me feel very proud... PAUL I want you to be proud of me. Paul smiles up at his father. The WIND blows the Duke's hair and behind him stands the castle and the green and black Atreides banner against the night sky beyond. The RAIN starts again -- lightly. Paul takes a closer look at the Atreides banner moving in the wind. DUKE LETO (studying the dark sea below) I'll miss the sea... but a person needs new experiences... they jar something deep inside, allowing him to grow. Without change, something sleeps inside us... and seldom awakens... The sleeper must awaken. Paul's attention goes to his father's hand where he sees the Duke's signet ring. Again he smiles at his father. FADE TO: 29. through 29A.

(Deleted) 30. INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT Paul is sweating during his sleep and WHISPERS as if struggling with some disturbing thought. -- PAUL Arrakis... Dune... Desert Planet...Arrakis... Desert Planet... moving... moving. 31. DARK WATER - MENTAL IMAGE We see Paul's dream. It is very dark. PAUL (V.O.) Arrakis... Dune... Desert Planet. Suddenly a drop falls into the black, and white hot widening rings appear on the dark water's surface. Darkness again. Two moons rise in the darkness. As the second appears: VOICE The second moon, your moon... 31A. INT. RESERVOIR - SIETCH TABR - NIGHT Dark again. A figure turns toward Paul. It is a BEAUTIFUL GIRL in deep shadow. She speaks. BEAUTIFUL GIRL Tell me of your homeworld, Usul. 32. INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT CU Paul's face in fitful sleep. 33. EXT. COURTYARD - CASTLE CALADAN - NIGHT In a small stone courtyard, the back-lit figure of a woman moves towards us through the heavy RAIN and darkness. As she nears us, the large, protective glowglobe overtakes her and in an instant we see a beautiful woman -- JESSICA. JESSICA (inner voice) I know she has come to test him... no man has ever been tested with the box... only Bene Gesserit women. I may lose my son. The doors open, she meets the Reverend Mother Gaius Helen Mohiam (the Emperor's truthsayer) and takes her back toward the Castle. The rain rushes loudly into the storm drains. -- 34. INT. PAUL'S ROOM - CASTLE CALADAN - NIGHT PAUL (whispering again) Arrakis... Dune... Desert planet... moving... moving. CU Paul's face. Paul's eyes snap open. He hears footsteps outside his door. As the door opens he closes his eyes, however, and he pretends to be asleep. Jessica and the Reverend Mother enter and stand in the doorway looking at him. REVEREND MOTHER We'll salvage what we can... but I can tell you.. dear God... for the father... nothing. Jessica turns to the Reverend Mother, stunned! She turns back to look at Paul. Her hands tremble. REVEREND MOTHER (CONT'D) Did you really think that you could bear the Kwisatz Haderach?... How dare you! REVEREND MOTHER My greatest student... and my greatest disappointment.... He's awake!... He's listening to us. (considering) Good... Ready yourself, young Paul Atreides... I want to see you in your mother's chamber in one quarter of an hour. She turns and walks away. Jessica remains at the door and calls out to Paul in the darkness. JESSICA Paul?... This is very important... Jessica leaves, closing the door behind her. Paul sits up in bed. PAUL Kwisatz Haderach?... For the father... nothing? 35. INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT Jessica and the Reverend Mother enter. It is quite dark. Jessica WHISPERS a code number and a glowglobe LIGHTS on a very dim setting. -- REVEREND MOTHER (angrily) Jessica... You were told to bear only daughters to the Atreides... Jessica! JESSICA It meant so much to him... REVEREND MOTHER You thought only of a Duke's desire for a son?... Desires don't figure in this! An

Atreides daughter could have been wed to a Harkonnen heir and sealed the breach. We may lose both blood lines now. JESSICA I vowed never to regret my decision. I'll pay for my own mistakes. REVEREND MOTHER And your son will pay with you. 42. INT. DUKE LETO'S QUARTERS - CASTLE CALADAN - NIGHT Under a dim glowglobe, the DUKE is writing a note on a scroll-like piece of paper. Finishing reading, the Duke seals the message in a cylinder and presses his signet ring, with a red hawk symbol of House of Atreides, into a hole, which seals the cylinder with a swift HISSING. He pauses, studying the metal tube. With a VOICE COMMAND, he extinguishes the glowglobe above him. He leans back in his chair as lightning flashes outside the window. FADE TO: 35. BACK TO SCENE Paul enters the room and Jessica closes the door behind them. JESSICA Paul, this is the Reverend Mother Gaius Helen Mohiam. She is going to... observe you... (to Reverend Mother) Please... -- REVEREND MOTHER Jessica, you know it must be done. I enjoin you to stand guard at the door and practice the meditation of peace. JESSICA Your Reverence. PAUL (inner voice) What does she fear? (out loud) What about my Father? JESSICA Paul... please, Paul... listen to the Reverend Mother and do what she tells you. Jessica leaves the room. The Reverend Mother speaks to Paul using The Voice, a Bene Gesserit training which permits an adept to control others merely by selected tone shadings of the voice. It sounds as if two people are talking -- one normal and the other gutteral and slightly electronic. The effect is strange, yet subtle. REVEREND MOTHER (using The Voice) Now you come here. Paul finds he cannot help but obey her, yet he fights her controlling him. PAUL (inner voice) She's using The Voice. (out loud) No. She sees him struggling. REVEREND MOTHER (inner voice) Some strength there. Surprising! (out loud) Come here. The Reverend Mother holds up a green metal cube. REVEREND MOTHER (CONT'D) See this... Put your right hand in the box. Paul stares at the hole in the box. -- PAUL What's in the box? REVEREND MOTHER Pain. Just then, she raises one hand to his neck. Paul sees a glint of metal. He tries to back away. REVEREND MOTHER (CONT'D) (The Voice) STOP! Put your hand in the box. Paul's hand goes in. Fear passes over his face. PAUL (inner voice) The Voice again. REVEREND MOTHER I hold at your neck the gom jabbar. Don't pull away or you'll feel that poison. A Duke's son must know about many poisons -- this one kills only animals. PAUL Are you suggesting a Duke's son is an animal? REVEREND MOTHER Let us say I suggest you may be human. Your awareness may be powerful enough to control your instincts. Your instincts will be to remove your hand from the

box. If you do so you will die. You will feel an itching -- there... see? Now the itching becomes burning... heat, upon heat, upon heat. PAUL (whispering) It burns. REVEREND MOTHER SILENCE... SILENCE. PAUL (inner voice)(struggling to compose himself) I must not fear. Fear is the mind-killer. Fear is the little death that brings total obliteration. I will face my fear... I will permit it to pass over me and through me. -- The Reverend Mother moves her face up to his. Her ancient face with its metal teeth gleaming inches away breathes hotly. She is smiling. REVEREND MOTHER You feel the flesh crisping? 36. THE HAND - PAUL'S MENTAL IMAGE Paul's inner mind sees his hand on fire with all sorts of sores. The skin is bubbling. 37. INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT REVEREND MOTHER Flesh dropping off. 38. THE HAND - PAUL'S MENTAL IMAGE He pictures this. The destruction of his hand is complete -- now only blood spurts out and burns. 39. INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT Paul's face registers extreme pain. PAUL (cannot help the explosion) THE PAIN! REVEREND MOTHER NO!! ENOUGH!! Kull wahad! No woman child ever withstood that much. I must have wanted you to fail. Take your hand out of the box and look at it, young human.... Do it! Paul pulls his hand out of the box. No sign of anything wrong. He turns his hand, flexes his fingers. He looks to the Reverend Mother. REVEREND MOTHER (CONT'D) (explaining) Pain by nerve induction... A human can resist any pain. Our test is crisis and observation. PAUL I see the truth of it. -- REVEREND MOTHER (inner voice) Could he be the one?... Maybe... but will he be ours to control? (out loud) You know when people speak the truth? PAUL I know it. Suddenly the Reverend Mother holds her hand against Paul's head. She closes her eyes. 40. INT. RESERVOIR - SIETCH TABR - NIGHT - REVEREND MOTHER'S MENTAL IMAGE She sees a blurred image of Paul's earlier dream. She sees the beautiful girl turn. She hears a muffled voice say "Tell me of your homeworld, Usul". 41. INT. JESSICA'S CHAMBER - CASTLE CALADAN - NIGHT REVEREND MOTHER Your mother wants you to tell me about your dreams. I only want to know one thing.... Do they come true? PAUL Not all of them... I know which ones will. REVEREND MOTHER Perhaps you are the Kwisatz Haderach. PAUL What is it? REVEREND MOTHER (profoundly) The person who can be many places at once... the one who bridges space and time.... He will look where we cannot. PAUL Where? REVEREND MOTHER Do you know of the Water of Life?... the Truthsayer drug? PAUL I have heard of it. -- REVEREND MOTHER It is very dangerous... very painful. The Bene Gesserit sisterhood drink it to see within.... There is a place

terrifying to us... to women. It is said a man will come... the Kwisatz Haderach... he will go where we cannot... Many men have tried... PAUL Did they try and fail? REVEREND MOTHER They tried and died.... (she calls out loudly) Jessica! Jessica enters immediately and sees with great relief that Paul is still active. REVEREND MOTHER I sense your teachings in him. Ignore the regular order of training. His safety requires The Voice. PAUL I've heard enough of my safety... What about my father?... I heard you talking. You speak as if he was dead. Well, he isn't! JESSICA Paul! She tries to hold him. PAUL Well he isn't... and he won't die... Tell me he won't die! REVEREND MOTHER What can be done has been done. PAUL MOTHER! Tell me! The Reverend Mother covers herself and moves quickly to the door. -- 42A. Through 45. (Deleted) 46. EXT. GEIDI PRIME - DAY HOME PLANET OF HOUSE HARKONNEN - As seen from space, the black planet as we saw it in Paul's filmbook. 47. EXT. GEIDI PRIME - DAY The surface of the planet is a vast sea of black oil. A small cable car traverses high above the sea toward a gigantic black city in the shape of a rectangular box over 100 stories high. Before the city there are rows of huge black towering steel heads atop massive furnaces. SMOKE billows out of their mouths. 48. INT. CABLE CAR - GIEDI PRIME - DAY Inside the cable car stands PITER. In one hand he holds the cylinder with DUKE Leto's ring imprint. PITER It is by will alone I set my mind in motion. It is by the juice of Sapho that thoughts acquire speed - The lips acquire stains - The stains become a warning - It is by will alone I set my mind in motion. 48A. INT. GREEN PORCELAIN ROOM - GEIDI PRIME Somewhere in the interior of Geidi Prime, we are in a green porcelain room. Two large Harkonnen soldiers, using large hoses, are washing down the walls and floors of the room. WE MOVE DOWN into the water rushing along the floor towards troughs. Closer, WE SEE bits of flesh, hair, and blood. 49. EXT. GEIDI PRIME - DAY The car zooms past gigantic faces, and the furnaces far below ROAR with tremendous power. The city now looms gigantic and overpowering -- millions of electrical cables stretch off the top into dark energy taps above the city. -- 50. INT. GEIDI PRIME - DAY Inside the city the cable car passes into a huge inner chamber filled with open-topped lime green porcelain rooms with tremendous electrical lines criss-crossing above. 51. (Deleted) 52. INT. BARON'S ROOM - GEIDI PRIME - DAY In front of a huge steam boiler, the cable car stops and Piter gets out, steps down steel stairs and enters a porcelain room where the Baron is being treated by a DOCTOR for sores on his face and body. The doctor uses a lasbeam on a big sore on the Baron's lips. The Baron is sickly and hugely fat and sweaty and looks like he has been sickly for some time. He turns to Piter as he enters the room. PITER My Lord! BARON Piter. Piter moves up to the Baron. PITER The Atreides will be leaving Caladan soon, Baron, and I have here your answer from Duke Leto.

BARON What does Leto say, Piter? PITER He wishes to inform you that Vendetta -- as he puts it, using the ancient tongue, the art of Kanly -- is still alive. He does not wish to meet or speak with you. BARON (swallowing; angry) I made my peace gesture... the forms of Kanly have been obeyed. He throws down the cylinder. PITER As you instructed me, I have enlightened your nephews concerning my plan t... -- BARON My plan! PITER The plan to crush the Atreides. Feyd, Rabban... go quietly... no other great house of the Landsraad must ever know of the Emperor's aid to the Baron. The entire Landsraad would turn against the Baron and the Emperor. DOCTOR Put the pick in there Pete And turn it round real neat. His assistant does so. Rabban breaks open a squood (living food). The squood makes a tiny SCREAM, then Rabban drinks the blood and bodily fluids. He throws the empty container of tiny animal meat into the dark water trough running through the center of the room. Across the room, TWO HARKONNEN SOLDIERS enter, holding big guns on a BOY who is wearing white pants. The Baron smiles when he sees the boy, who is deeply afraid. The guards force the boy to arrange violet flowers on a stand by the far wall opposite the Baron. BARON (as the Baron watches the boy) You're so beautiful my Baron Your skin, love to me Your diseases lovingly cared for For all eternity. BARON I will have Arrakis back for myself... he who controls the Spice, controls the universe... and what Piter didn't tell you is we have control of someone who is very close to Duke Leto. This person... this traitor... will be worth more to us than ten legions of Sardaukar. FEYD Who is the traitor? BARON (laughs) I won't tell you who the traitor is or when we'll attack. However, the Duke will die before these eyes and he'll know that it is I -- Baron Vladimir Harkonnen -- who encompasses his doom. -- The Baron gives a hand signal and seven gates in the wall open, emitting tremendous SOUNDS. Suddenly the Baron begins to float straight up, twenty-five feet in the air. It is a frightening sight. He floats down under the giant, humming electrical tube light and rubs his head and body with a black fluid which drips from tiny holes in either side of the pink glow. Feyd and Rabban watch nervously. The Attendants stand completely still with fear. The Baron swoops down to the Boy, who stands petrified. The Harkonnen guards smile nervously as they step slightly backwards. The boy begins SCREAMING as the Baron pulls the boy's heart plug, located in his chest. The violet flowers are bumped and disarrayed by the violence which ensues. Then the Baron turns smiling to Feyd as the SOUNDS continue to roar. 52A. through 52B. (Deleted) 52C. EXT. ATREIDES SHIP - CALADAN - DAY A DRUM CORPS pounds out a powerful cadence in front of a water and cannon show as the Duke, Paul and Jessica mount the steel stairs to their ship. In the doorway, they turn back for a final look. The Duke places a hand on Paul's shoulder. We see the signet ring. Jessica is

there. She tries to get Paul to look at her but he scowls and turns to his father. JESSICA (turning away) (inner voice) I must not fear. Fear is the mind- killer... the little death that brings total obliteration... The door of the spaceship closes. 53. EXT. HEIGHLINER - SPACE 3,415 Atreides ships are approaching the Guild Heighliner, which is staggeringly colossal. The Atreides ships look like dots next to the sun. The Duke's ship enters the frame and moves toward the Heighliner. 53A. through 54. (Deleted) -- 55. INT. ATREIDES SHIP - SPACE Paul, Jessica and Duke Leto look out the forward viewing glass as tiny lights move outside in the darkness. They hear and feel their ship stop with a huge, echoing, metallic jolt. They look at each other in the silence which follows. DUKE LETO Soon they'll begin to fold space. PAUL (inner voice) Far off in the control rooms.... Travelling without moving. They wait. 56. (Deleted) 57. INT. CONTROL ROOM - HEIGHLINER - SPACE We pass through electrical shields into a 2,000-foot high control room filled with orange spice gas. On the floor are large gratings covering an exhaust and filtering system. Tons of spice gas are being converted into the clouds of gas along a wall of machinery. From within a dark metal tunnel comes a Guild Navigator. He exits the tunnel and swims through the gas 1,000 feet to a six-dimensional layered miniature replica of the entire Universe. The Navigator emits a long piece of light from his mouth which travels to one edge of the Universe and changes into a likeness of the planet Caladan. The Navigator turns and emits another piece of light which travels to the opposite side of the Universe. It changes into a likeness of Arrakis. The Navigator begins to put his slender fingers in amongst the stars and he emits SOUNDS and bursts of light into the mass of stars and galaxies. The Universe begins to vibrate and elongate, then to curve. Electrical lightening traverses from Caladan to Arrakis as the Universe bends into a U-shape. Arrakis submerges deep into the light. The navigator swims to the point where Arrakis disappeared. He begins to pull and tear a hole in the Universe. Stars like sparks and SOUNDS and rings of light appear, along with a roaring WIND. The Navigator swims deep into this hole through the rings of light. The Navigator becomes more and more transparent, until he's lost in darkness. The sounds fade. -- 58. through 60. (Deleted) 60A. EXT. HEIGHLINER - ABOVE ARRAKIS - SPACE Suddenly, the real planet Arrakis appears and the giant Heighliner materializes above it. 61. through 63A. (Deleted) 63B. EXT. ARRAKEEN - DAY Through a brownish-orange haze appears the dusty valley of Arrakeen. 64. INT./EXT. THE ATREIDES SHIP - DAY ARRAKEEN The Atreides ship has landed at Arrakeen. The door is open - the family walk down the steps - DUKE LETO with his dog - PAUL and JESSICA. 64A. through 64C. (Deleted) 65. EXT. GROUNDS - ARRAKEEN PALACE - DAY ... clusters of troops standing at attention around the enormous dark, cool doorway as the Duke, Paul and Jessica enter the Palace. 65A. through 65B. (Deleted) 65C. EXT. PALACE - ARRAKEEN - DAY The Atreides banner is raised on the top of the Palace. 66. (Deleted) -- 67. INT. MILITARY SUB-BASEMENT ROOM - ARRAKEEN PALACE - DAY Atreides army soldiers milling, YELLING noisily. 68. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY. In a darkened passageway, fans turn, casting deep, slow-moving shadows. SOUNDS ECHO in the distance. 69. INT. COMMUNICATIONS ROOM - ARRAKEEN PALACE

- DAY A room of technicians and electronic gear. The SIGNALS are being heard and interpreted. ATREIDES TECHNICIAN Harkonnens. 70. EXT. BLACK ROCK - ARRAKEEN - DAY Far in the distance in deep black rock, Harkonnen spies move, carrying strange electronic equipment. 71. (Deleted) 72. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY Thufir marches down a hallway with a squad of TROOPS with electronic gadgetry, LIGHTS and SOUNDS going constantly. THUFIR (into a radio microphone) Why isn't the shield up yet? 73. INT. GENERATOR ROOM - ARRAKEEN PALACE - DAY Down in the basement, Atreides engineers are removing a complicated device from heavy machinery. A MAN radios back to Thufir. ATREIDES RADIO MAN We found and removed another sabotage device. I think it will go up now. -- The engineers activate a series of atometric Holtzman generators. Suddenly SOUNDS begin. The machines start; at first low, then they WHINE upwards to a high pitch. When the pitch is steady, a series of levers are pulled. 74. EXT. PALACE - ARRAKEEN - DAY Just after the second set of levers is pulled, a huge house shield is seen going up in a box shape, encompassing the Palace with SHIMMERING protection. 75. EXT. WINDOW - ARRAKEEN PALACE - DAY From a small window, Thufir observes the shield with a critical eye. THUFIR (inner voice; worried) We found these sabotage devices too easily... 76. INT. GREAT HALL - ARRAKEEN PALACE - DAY Two giant glowglobes drift into the Great Hall where Jessica and Dr. Yueh stand watching a giant bull's head is being hung above the massive fireplace. The MOVING TROOPS are unpacking crates and organizing furnishings. Jessica watches them. Distant SOUNDS reverberate inside an elaborate air vent beside them. DR. YUEH Listen here.... You can here the people of Arrakeen outside.... Can you here the cry "Soo Soo Sook" of the water sellers? JESSICA So many reminders of the scarcity of water. DR. YUEH Have you noticed the line of palms along the wall... the Harkonnen put them in... to flaunt their water wealth in front of these people.... Each day those palms take enough water to sustain the life of one hundred men. JESSICA The way you say Harkonnen... I didn't know you had so much reason to hate them. DR. YUEH (swiftly) My wife... you didn't know my wife... they... -- JESSICA (out loud) Forgive me... (inner voice) ... His wife was Bene Gesserit too... the signs are al over him.... They must have killed here. Jessica sees a droplet of sweat break out on Yueh's cheek. DR. YUEH I'm sorry I'm unable to talk about it. Above them a series of iron curtains begins to open over deep rock window slots, sending narrow shafts of light down across the room. TWO ATREIDES WOMEN in uniform approach. ATREIDES WOMAN #1 (referring to several robed figures standing in the room) My lady... the local people... the maids and servants await your inspection. Hawat has cleared them. Dr. Yueh turns to Jessica. DR. YUEH The Harkonnens may have tampered medically.... please wait.

He turns a yellow light on a moves it over the crowd. The yellow light beam plays over the blue- within-blue eyes. One of the women, the Shadout Mapes, watches Jessica continuously. Yueh's hand shakes slightly. JESSICA (inner voice; noticing Yueh's hands) He's hiding something -- holding something back. (She studies his face closely.) It's not just his wife... He's a good man though. He's probably trying to save my feelings... (We see her mouth.) I could use The Voice... make him tell me... It would only shame him. (We see her eyes.) I must place more trust in my friends. (We see Yueh turn toward her, fearful.) -- 77. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY Paul wanders through the darkened passageways alone, his footsteps echoing as goes. He takes pleasure observing the details of the rock Palace but all the while he feels an uneasiness -- a feeling of fear builds in him. 78. INT. PAUL'S BEDROOM - ARRAKEEN PALACE - DAY Paul enters a small bedroom and sits down on the bed. He opens the filmbook, and activates it. 78A. INSERT - FILMBOOK We SEE a gigantic carryall lower down above a spice harvester and pick it up off the desert floor as a narrator speaks over. NARRATOR (V.O.) One carryall handles four spice mining teams; however, it will fly only two harvesters at a time. Today, we have nine hundred and thirty harvesters and nine hundred and eighty-one carryalls.... 78. BACK TO SCENE Paul looks up. Across the room he sees a tray of small pastries which have been laid out. He goes to them and scans them with his poison detector, which he carries on his belt. A pleasant tone SOUNDS and the word "safe" appears in green light. Paul takes a pastry bites it and turns back towards the bed. Suddenly he stops. He looks at the pastry. PAUL (inner voice) Spice... As he continues eating he notices the sunlight through the slates over the window begins to GLOW white hot. Paul's eyes are intense as the light GLOWS brilliantly. PAUL (CONT'D) (whispering inner voice) Terrible purpose.... What is it? 78B. INSERT - RED DROPLETS Some red droplets appear rushing through the white light. Three images follow: MENTAL IMAGES: 79. INT. CONTROL ROOM - EMPEROR'S PALACE - DAY A blurred Guild Navigator. -- Page Missing -- SHADOUT MAPES I am the Shadout Mapes... the housekeeper. PAUL A Fremen... Could she be the operator? No... SHADOUT MAPES I must cleanse the way between us.... You saved my life... and we Fremen pay our debts. It's known to us that you've a traitor in your midst. Who it is we cannot say but we're certain of it. PAUL (inner voice) A traitor... Before he can speak the Shadout Mapes is gone -- running off down the passageway. Jessica enters. PAUL (CONT'D) (looks to Jessica) There is a traitor among us. 80A. (Deleted) 81. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY Running TROOPS storm down the hallway with electronic gear and big stun guns. -- 82. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY Thufir walks quickly toward SEVERAL TROOPS. THUFIR Set up a sonar probe immediately! 83. INT. AUTOPSY ROOM - ARRAKEEN PALACE - DAY

Dr. Yueh sticks his head out the doorway as SEVERAL TROOPERS run past. 84. INT. OBSERVATION ROOM - ARRAKEEN PALACE - DAY Duke Leto is calling on a radio phone. GENERALS surround him, as well as Gurney. DUKE LETO (on phone) Thufir?... anything?... keep looking. (Inner voice) ...and a traitor... God help us. 85. INT. SUB-SUB-SUB-BASEMENT - ARRAKEEN PALACE - DAY TROOPS come off an elevator. The glow-span indicates the very bottom floor of 18 sub-floors. The ground is uneven rock and the ceiling is low. The troops fan out shining chemical lamps here and there. A soldier suddenly stops. Ahead in his light is a dead Harkonnen -- bloody vomit dried around his mouth. He lies beside an electronic device. 86. INT. AUTOPSY ROOM - ARRAKEEN PALACE - DAY Dr. Yueh covers his face with his hands in a darkened room... sobbing. 86A. EXT. WALL - ARRAKEEN PALACE - NIGHT SEARCHLIGHTS sweep over the faces of City Fremen who are sitting or moving solemnly around the outer wall of the Palace. Some are chanting "Mahdi" and "Lisan al-Gaib." Others hold up one open hand as a sign they feel the messiah is near. A slow-moving spike- backed dog sucks ants up out of a small anthill; he snorts. 86B. INT. GREAT HALL - ARRAKEEN PALACE - NIGHT In the darkened Hall we can HEAR the distant sound of the Fremen reverberating. -- 87. INT. OBSERVATION ROOM - ARRAKEEN PALACE - DAY Duke Leto sits with Paul, Thufir, EIGHT GENERALS and SIX SUB-LIEUTENANTS. The Duke's small dog wanders under the table and rests his head on the Duke's boot. In front of Thufir is a device FLASHING brilliant light bursts over his face. The others are all talking among themselves. Suddenly Thufir's face turns brilliant red (as red as his sapho-stained lips) and he begins speaking rapidly into the machine in code using a strained high voice. -- THUFIR (Mentat voice) Sector 6 - 80 -- copy the sixth -- the summit -- the eight the quadrant over the ninth plus eighty -- four circles -- weave the eighty and call the fourth copy -- enter nine -- seven by seven a seven the seven call seven B seven -- enter the circles call the sixth copy the sixth over the summit.... eight. The machine FLASHES several bright irregular SIGNALS. Then it stops and HUMS. The blood leaves Thufir's face. THUFIR (CONT'D) (very fast and casually) Eight.... Thufir Hawat... Mentat... Master of Assassins. The hum stops. Thufir turns to Duke Leto. He looks up. Everyone is quiet now. THUFIR (CONT'D) The Palace is now secure. The city of Arrakeen is under martial law... we have troops here headquartered underground on sub-floors six through ten. The rest of the troops are stationed in Arrakeen and we have some on the airfield. Our new army is still training, but everything is shielded.... With the shielding, we are impenetrable. Dr. Kynes is waiting, Sire, for your inspection of spice mining operations, but since the attempt of the young master, I am against your leaving the Palace. DUKE LETO (very angry) The attempt failed... Harkonnen captives have already been taken. We must crush the Harkonnen machine on Arrakis.... You all know what to do. (Turning towards Gurney) ...Gurney! We desperately need more spice miners... many are threatening to

leave on the next shuttle. We need spice drivers, weather scanners, dune men ... any with open sand experience. You must persuade them to enlist with us. -- GURNEY They shall come all for violence: their faces shall sup as the east wind. And they shall gather the captivity of the sand. DUKE LETO (squints at Gurney) Very moving, Gurney. On your way... and take care of Dr. Kynes until Paul and I arrive. We will not be prisoners here in this place. GURNEY (artfully easing the Duke's anger) Behold as a wild ass in the desert go I forth to my work. Gurney strides off. Thufir sits, contemplating. Paul and Duke Leto smile at each other and shake their heads. 88. INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY Jessica is sitting in a small room, smiling, reading a note. It reads "I miss you. Leto." She sets the note down. She begins to tremble. She becomes fearful. In her mind she SEES quick images: MENTAL IMAGES 89. INT. CONTROL ROOM - HEIGHLINER A blurred Guild Navigator. 89A. INT. MAKER ROOM - SEITCH TABR - NIGHT Paul dead on a stone floor. 89B. EXT. ARRAKEEN PALACE - NIGHT Fire burning. 90. INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY Jessica continues to tremble. JESSICA (inner voice) I must speak with you Leto! -- 91. INT. PASSAGEWAY - ARRAKEEN PALACE - DAY Outside in the passageway, feet suddenly move quietly toward the door to Jessica's room. 92. INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY Jessica HEARS this and looks up just as the Shadout Mapes silently enters her room. JESSICA (staring at the blue-eyed woman -- waiting for possible danger.) Yes? SHADOUT MAPES I am the Shadout Mapes, your housekeeper, Noble Born. What are your orders. JESSICA You may refer to me as "my lady." I am not noble born. I'm the bound concubine of Duke Leto -- mother of the heir designate.... "Shadout"... that's an ancient word. MAPES (strangely asked) You know the ancient tongues? JESSICA I know the Bhotani Jib and Chakobsa, all the hunting languages. MAPES As the legend says. JESSICA (inner voice) That's it! The Missionaria Protectiva has been here planting protective legends against a day of Bene Gesserit need. And that day has come. I must play out this sham. (out loud) I know the Dark things and the way of the Great Mother. Miseces prejin. Mapes takes a step backward to flee. JESSICA (CONT'D) I know many things. I know you came prepared for violence with a weapon in your bodice. -- MAPES My lady, I... the weapon was sent as a gift if you should prove to be the one. JESSICA And the means of my death should I prove otherwise. (inner voice) Now we will see which way the decision tips. Slowly Mapes reaches into her dress and brings out a sheathed knife. She unleashes it. MAPES Do you know this my lady? JESSICA

(inner voice) It could only be one thing.... (out loud) It's a crysknife. MAPES Say it not lightly... (very slowly) Do you know its meaning? JESSICA (inner voice) Here is why this Fremen has taken service with me, to ask that one question. Delay is as dangerous as the wrong answer. Shadout is Chakobsa... knife, in Chakobsa is... maker of death. (out loud) It's a maker... Mapes SCREAMS with elation and grief. JESSICA (CONT'D) (inner voice) Maker?... Maker is the key word... the tooth of the worm? That was close... (out loud) Did you think that I, knowing the mysteries of the Great Mother, would not know the maker? MAPES My lady, when one has lived with prophecy for so long, the moment of revelation is a shock. Mapes sheathes the blade... slowly -- JESSICA (inner voice) There's more here... yes! (out loud) Mapes, you've sheathed that blade unblooded. With a GASP Mapes drops the knife into Jessica's hands and opens her blouse. MAPES Take the water of my life! Jessica withdraws the knife from the sheath and, with the blade, scratches a line just above Mapes' right breast. MAPES (CONT'D) You are ours.... You are the one. Jessica's eyes stare ahead. She knows these words ring with truth. 93. INT. TUNNEL - OBSERVATION ROOM - ARRAKEEN PALACE - DAY The Duke, Paul and SEVERAL ARMED GUARDS enter a tunnel to a `thopter landing pad which is illuminated by a shaft of light coming from a chimney-like exit above. DR. KYNES and his Fremen guard are standing next to Gurney. KYNES (to Gurney) So, this is Leto the Just... GURNEY (sharply) I hope I made myself clear. You may call him "The Duke," "My lord," or "Sire." And there is a more ancient term you might keep in mind -- "Noble Born." KYNES (inner voice) Play out your little comedy while you can off-worlders... Gurney turns and activates a device... 93A. INSERT - ORNITHOPTER OPENING ...which causes the ornithopter behind to fold open ready for flight. -- 93B. INT. TUNNEL - OBSERVATION ROOM - ARRAKEEN PALACE - DAY The two parties meet and are introduced. DUKE LETO So you are Dr. Kynes, the Imperial Ecologist? KYNES (turning to Gurney) I prefer the more ancient term, planetologist... Noble Born. DUKE LETO This is my son, Paul. PAUL Are you a Fremen? KYNES I am a servant of the His Majesty the Emperor. I have served His Majesty on Arrakis long enough for my eyes to change. PAUL (inner voice) He's hiding something. DUKE LETO I understand we have you to thank for these stillsuits, Doctor. KYNES They are Fremen suits. I hope they fit well, my lord. PAUL "Your gift is a

blessing of the river." Kynes' FREMEN GUARDS, hearing this are siezed with agitation. Kynes QUIETS them, then studies Paul. KYNES (inner voice) The Mahdi will greet you with holy words and your gifts will be a blessing. (spoken, nonchalantly) Most of the desert natives here are a superstitious lot. They mean no harm. With your permission, I will check the security of your suits. Gurney and the guard move forward warily. GURNEY (angrily) The Duke is to be addresses as... -- Kynes comes forward and adjusts the Duke's suit, checking seals and pulling on straps. KYNES Basically... GURNEY (leaping forward to protect his Duke) Sire! DUKE LETO It's all right Gurney. Gurney steps back. GURNEY Yes, Sire. KYNES It's a high-efficiency filter and heat exchange system. Perspiration passes through the first layer and is gathered in the second. The salt is separated. Breathing and walking provide the pumping action. The reclaimed water circulates to catchpockets from which you can drink through this tube at your neck. Urine and feces are processed in the thigh pads. Should you be in the open desert, remember to breathe in through your mouth, out through the nose tubes. The Duke is now properly fitted. Kynes places the noseplug into his nose. KYNES (CONT'D) With a Fremen suit in good working order, one can sustain life for weeks, even in the deep desert. He removes the noseplug. DUKE LETO My thanks. KYNES With your permission... Kynes turns to Paul, running his hands over the slick fabric. He stands back with a puzzled expression. -- KYNES You've worn a stillsuit before? PAUL No. KYNES Your suit is fitted desert fashion. Who told you how to do that? PAUL No one. It... seemed the proper way. KYNES That it is. (inner voice) He shall know your ways as if born to them. Kyne's Fremen guard are watching Paul very closely now. GURNEY We're wasting time, Sire. Duke Leto, Dr. Kynes, Gurney and Paul enter the ornithopter... 88. Through 89B. (Deleted) 90. INT. JESSICA'S CHAMBER - ARRAKEEN PALACE - DAY Jessica trembles. JESSICA (inner voice) I must speak with you Leto! 91. Through 92. (Deleted) 93C. EXT. ATREIDES ORNITHOPTER - TUNNEL - ARRAKEEN PALACE - DAY ...and the thopter turns slowly as it goes up into the light. 93D. (Deleted) -- 93E. EXT. ATREIDES ORNITHOPTER - DAY From outside the Palace's atomic shield we see the blur of the ornithopter pass through a porthole and come out perfect like a gleaming jewel. 93F. Through 94. (Deleted) 94A. INT. ATREIDES ORNITHOPTER - DAY KYNES Southeast over the Shield Wall. That's where I told your sandmaster to concentrate his harvesting. 95. EXT. ATREIDES ORNITHOPTER - DAY They crest the top of the wall which opens out into a black, level expanse of rock, cratered and fractured. On

the other side is the huge, seemingly endless plain of sand, the Great Desert. In the hazy distance, flashes of light can be seen. 96. INT. ATREIDES ORNITHOPTER - DAY PAUL Will we see a worm? KYNES Where there is spice and spice mining there are always worms. PAUL Always? KYNES Always. PAUL Why do they come? KYNES To protect their territory. Vibrations attract them. -- PAUL (inner voice) I've registered him now... a knife is a sheath on his left arm... He's strong... a person born to command... He's hiding many things. (out loud, suddenly) Is there a relationship between the worms and the spice? Kynes turns instantly and stares at Paul. Gurney sees the wonder in Kynes' eyes. GURNEY The young master is a trained Mentat, an advanced student of Prana Bindu has studied under some of the finest teachers in the Universe. Kynes takes a second look at young Paul. KYNES As I said... they defend the spice sands. As to their relationship with the spice... who knows. 97. Through 97A. (Deleted) 98. INT. ATREIDES ORNITHOPTER - DAY GURNEY Dust cloud ahead, Sire. KYNES That's it... spice mining... no other cloud quite like it. See the spotters over it? They're watching for wormsign... the telltale sand waves. Seismic probes on the surface, too Sire... worms can travel too deep for their waves to show... Looks like a good patch of spice. DUKE LETO Wormsign? Is it wormsign? -- KYNES Yes!... worm. Big one! You've got sharp eyes Sire.... May I? Kynes grabs the microphone and dials in the correct frequency. 98A. through 99. (Deleted) 100. INT. ATREIDES ORNITHOPTER From the window, we see that the sand below is rippling, like water with a big fish just under the surface. KYNES (into radio, after having found the frequency) Calling Harvester Pad Nine. Wormsign! STATIC... then a voice. VOICE (over radio) Who calls Pad Nine? GURNEY (quickly) Don't mention the Duke... This is an uncoded channel. KYNES Unlisted flight northeast of you... wormsign on intercept course... estimated contact fifteen minutes. VOICE (over radio) Have sighting confirmed. Stand by for fix. Contact in sixteen minutes minus. Very precise estimate. Who is on that unlisted flight? Kynes clicks off the radio. DUKE LETO What happens now? KYNES The carryall will come and lift off the spice harvester. Try and get in close over the harvester... you'll find this interesting Sire. -- The Duke accelerates the ornithopter in the direction of the harvester. Paul can SEE... 101. EXT. HARVESTER - DESERT - DAY ...huge amounts of sand being spewn out of the gigantic stack atop the metal and plasteel harvester. 102.

INT. ATREIDES ORNITHOPTER - DAY KYNES They'll work until the very last minute. The yellow cloud of the harvester envelops them. The Duke flies up to get a closer look. VOICE (over radio) Spotter control... no sign of the carryall... it isn't answering. Everyone looks at one another. GURNEY The worm is eight minutes away, Sire. VOICE (over radio) Spotter control -- give me a report by the numbers. Over the radio MANY VOICES report they have no contact with the carryall. DUKE LETO Damn it... Harkonnens. He punches a control button and grabs a microphone. DUKE LETO (CONT'D) (into microphone) We are coming down to take you off the harvester... All spotters are ordered to comply. VOICE (over radio) Ordered by whom? -- DUKE LETO (angrily) Duke Leto Atreides.... Gurney and Paul turn to each other, worried. VOICE (over radio) Yes... yes, Sire! DUKE LETO How many men do you have? VOICE (over radio) Full crew -- twenty-six men -- but Sire, we can't leave this spice... DUKE LETO Damn the spice! Get out of there. 103. EXT. HARVESTER - DESERT - DAY All the spotters begin landing and the Duke descends directly in front of the harvester which has stopped mining yet emits a tremendous rythmic GRINDING noise. No one is coming out. 104. INT./EXT. ATREIDES ORNITHOPTER/DESERT - DAY Gurney nervously scans the sky for enemy ships. A very low, powerful SOUND starts now and the ground begins to shake. 105. EXT. HARVESTER - DESERT - DAY A hatch opens and MEN come pouring out. 106. INT. ATREIDES ORNITHOPTER - DESERT - DAY DUKE LETO (yelling at the men) Two men in each of the spotters... You!... over here... run!! The ground is really shaking now. A tremendous low THUNDERING sound grows along with a high rasping HISS. KYNES (to Paul and Gurney -- yelling over the noise) I can't see him yet but he's very close... -- DUKE LETO (out loud to himself as he watches the men scrambling) Damn sloppy -- really damn sloppy. FOUR MEN begin tumbling into the Duke's machine. GURNEY Come on boys... come on. (Then, to the Duke) We're going to be heavy, Sire. The men press on Gurney and Paul. Paul can feel the fear. The sound is a horrible ROAR and deeper RUMBLING now and the `thopter is vibrating and shaking violently. The air suddenly begins to SPARK with static electricity. KYNES (nervous) Here he is... We've got to go. The Duke closes the doorways, surveys the area one last time, then takes the controls. 106A. INT. ATREIDES ORNITHOPTER - DAY The ship strains and lifts off -- slowly. Paul sees the brown powder clumped on the suits of the men... their bluish eyes. He smells the spice. He begins to feel its affect. PAUL (inner voice as a blinding light comes and goes) Spice!... pure un-refined spice! KYNES

(murmuring) Bless the Maker and his water... Bless the coming and going of him. May his passage cleanse the world. DUKE LETO (yelling) What's that you're saying? KYNES Nothing. A spice miner turns and sees Kynes, who remains silent. -- SPICE MINER #1 (astonished) Liet! SPICE MINER #2 Shhhhh. Paul hears this, then looks to Kynes -- locks on his image. PAUL (inner voice) Liet? KYNES (pointing down and yelling) You are about to witness something few have seen -- watch! Watch! Paul looks down as the Duke banks over the harvester. 107. EXT. HARVESTER - DESERT - DAY Static electricity is IGNITING in the air and the sand is swirling around the harvester. Then they see it. A wide hole emerges from the sand, glistening spokes within it. The hole is twice the size of the harvester. Suddenly the machine turns and slides into the hole, parts of it EXPLODING. The SOUND is deafening. The Duke's ship is WHINING to stay aloft. 108. INT. ATREIDES ORNITHOPTER - DAY GURNEY Gods, what a monster. DUKE LETO Someone is going to pay for this... I promise. KYNES (inner voice -- as he studies the Duke) This Duke is more concerned over his men than the spice! I must admit... against all better judgement... I like this Duke. FADE TO: 109. through 113B. (Deleted) -- 114. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT Duke Leto walks into the room. The NIGHT GUARD comes to attention as he passes. DUNCAN IDAHO, wearing a dark, dusty stillsuit, emerges from the shadows. DUKE LETO and DUNCAN meet at the foot of the steps. The men embrace and separate. DUKE LETO (happily) Duncan! What have you discovered about the Fremen, Duncan -- tell me. Why haven't we heard from you? DUNCAN My lord... I suspect so much. I think they are the allies we seek... they are strong and fierce... they do not give their loyalty easily or quickly.... As you know, the Imperium has never been able to take a census of the Fremen. Everyone thinks that there are but few -- wandering here and there in the desert.... My lord, I suspect an incredible secret has been kept on this planet... that the Fremen exist in vast numbers... vast numbers... and it is they that control Arrakis. 115. through 116. (Deleted) 116A. NEW SCENE - SHADOUT MAPES ALONG PASSAGE 117. INT. PAUL'S SUB-BASEMENT ROOM - ARRAKEEN PALACE - NIGHT DUKE LETO'S VOICE Guard. Open the door. Paul is in a fitful sleep. Leto enters and smiles at his son. DUKE LETO Sleep well... my son. The Duke smiles at Paul then leaves the room, but after he goes, Paul strains with all his might to lift himself to call out. PAUL (struggling painfully) Father!... father... drugged... -- 122. INT. BARON'S QUARTERS - HARKONNEN SHIP - NIGHT The BARON's face -- expressionless. The SOUND of his ship screams in the background. The DOCTOR is seated beside him. 118 INT. SUB-BASEMENT PASSAGEWAY - ARRAKEEN PALACE - NIGHT The Duke walks down the steps to a very

narrow passageway. The passageway becomes very dark. Suddenly the Duke hears a strange MEWLING sound. He turns down an even darker passageway. He can hear the shield WHINING in the distance. He almost has to feel his way. Up ahead he sees a shape. He bends down and sees the SHADOUT MAPES dying on the cold stone floor in the darkness. She tries to speak but cannot. She falls. Suddenly the Duke HEARS the shield generator start whining down. DUKE LETO What happened? What? (as Mapes dies) The shield! The Duke reaches to activate his shield be a large dart is shot into his shoulder. The Duke lurches upwards then tumbles to the ground. Out of the darkness comes Dr. Yueh. The dart drops and CLATTERS as if a dream. DUKE LETO (CONT'D) (mind racing -- struggling) Yueh! (inner voice) He's sabotaged the house generators, we're wide open. YUEH (with self-disgust) I've brought House Atreides down. I've destroyed the new army's weirding modules. DUKE LETO (hoarse whisper) ... Why? The generator WHINES lower and lower -- YUEH I wish to kill a man... not you, my dear Duke, but the Baron.... You were dead already... but you will be close to the Baron before you die. You will be tied and drugged but you can still attack. When you see the Baron you will have a new poison tooth. He will want you close so he can gloat over you. One bite on this tooth and a strong exile... DUKE LETO Refuse... YUEH No! -- You mustn't... for in return I will save the lives of your Paul and Jessica. Yueh removes the Duke's signet ring and shows it to him. YUEH (CONT'D) For Paul... He implants the tooth. Yueh becomes more and more blurred. His image begins to fade. His lips move in the darkness. The generator WHINE is low and going lower and lower. YUEH (CONT'D) When you see the Baron, remember the tooth! The tooth! 119. (Deleted) 119A. INT. COMMUNICATIONS ROOM - ARRAKEEN PALACE - NIGHT ATREIDES GUARD #1 comes running down the steps and up to the CAPTAIN and a TECHNICIAN. ATREIDES GUARD #1 The shield is down! The shield is down! ATREIDES GUARD CAPTAIN Harkonnen... (turns and shouts) Get that shield up! -- 119B. EXT. LANDING FIELD - ARRAKEEN - NIGHT A warning TONE begins. TROOPS begin pouring onto the field. 119C. EXT. ROCK - LANDING FIELD - ARRAKEEN - NIGHT Troops race toward their ships. 119D. (Deleted) 119E. INT. GUARD HOUSE - ARRAKEEN PALACE - NIGHT ATREIDES GUARD The shield! The shield! 120. INT. PASSAGEWAY - ARRAKEEN PALACE - NIGHT A loud warning TONE vibrates. Thufir turns away from the doorway of a small room where he's horrified to SEE... 120A. INSERT ... a chemical FIRE consuming the thousands of Atreides weirding modules. 121. through 121A. (Deleted) 123. EXT. PALACE - ARRAKEEN - NIGHT A thousand Harkonnen ships dive over Arrakeen and the Palace. Giant deep thunderous EXPLOSIONS shatter the land. Billowing SMOKE clouds column upwards, forming a black wriggling death curtain around the Palace. 124. INT. PASSAGEWAY - ARRAKEEN PALACE - NIGHT Troops are running through the passageway, right and left.

SMOKE is everywhere and the horrible SOUNDS of the explosions continue. The SOUNDS of stone crunching, shifting, and breaking. SCREAMS. A wall of stone suddenly cracks open. A burst of air and dust shoots out, HISSING. The Duke's dog runs through the passageway WHINING with fear. -- 125. (Deleted) 125A. EXT. HARKONNEN SHIP - LANDING FIELD - ARRAKEEN - NIGHT Sardaukar rush out of a Harkonnen ship. Their electrically distorted faces come screaming toward us. 125B. (Deleted) 126. EXT. LANDING FIELD - ARRAKEEN - NIGHT Harkonnen hammer ships thunder the ground, sending cracks and fissures throughout the landing field. Harkonnen scare SIRENS scream. 126A. EXT. HAMMER SHIPS - ARRAKEEN - NIGHT Atreides soldiers run from the hammer ships. 129. EXT. GROUNDS - ARRAKEEN PALACE - NIGHT FIRE and SMOKE. SCREAMS. An ATREIDES SOLDIER's head is hit with a large white hot piece of explosion. Through the black smoke, large SARDAUKAR chase after THREE SOLDIERS and them with hydraulic knife-guns. One blade enters the back of one man's head and comes out his nose. Tremendous NOISE of battle. Gurney and a squad of TROOPERS climb through bodies and thick smoke. Gurney has the Duke's dog safely inside his coat. The little dog's head sticks out -- looking about. Gurney strokes the dog's neck when the reach safety behind some rock. Small glimpses, as the smoke moves this way or that, let them see thousands of Sardaukar fighting. GURNEY LONG LIVE DUKE LETO! TROOPERS Long live Duke Leto! The CRY from the men rings out as they attack with frenzy equalling that of the Sardaukar. 127. INT. AUTOPSY ROOM - ARRAKEEN PALACE - NIGHT The distant HAMMERING of the Harkonnen hammer ship. Jessica's eyes open and she sees two big boots but they seem to be floating above the stone floor she is lying on. She is gagged and tied. She looks up. She sees the huge Baron Harkonnen staring down at her. In the distance she HEARS the battle raging. -- BARON The drug was timed. Dr. Yueh has been very valuable to us.... What a pity you must remain gagged. We can't let ourselves be swayed by your witch's Voice, now, can we? JESSICA (inner voice) Leto... where are you? 86. INT. A ROOM - ARRAKEEN PALACE - DAY Dr. Yueh covers his face with his hands in a darkened room... sobbing. 127. BACK TO SCENE The Baron floats across the room with suspensor- borne lightness. BARON Goodbye, Jessica and goodbye to your sweet son.... I want to spit once on your head... just some spittle on your face -- what a luxury. He spits on her cheek. The Baron floats out of the room into the passageway. BARON (CONT'D) We were ordered to kill them... so kill them. 129. BACK TO SCENE - BATTLE 127. BACK TO SCENE NEFUD What are your orders, Piter? PITER Take them to the desert, as the traitor suggested and worms will destroy the evidence. Their bodies must never be found. -- 129. BACK TO SCENE - BATTLE 127. BACK TO SCENE PITER (whispering to Jessica, rubbing the spittle around on her face with his hand, delicately) I'd thought of many pleasures with you. It is perhaps better that you die in the innards of a worm. Desire clouds my reason.... That is not good... that is bad. 129. BACK TO SCENE

128. INT. SUB-BASEMENT PASSAGEWAY - ARRAKEEN PALACE - NIGHT - SHIELD EFFECT Duncan Idaho kills a Sardaukar soldier and rushes forward frantically. His eyes blaze intensely. He yells out to the other Atreides soldiers. DUNCAN They're on this floor somewhere.... The soldiers disappear, searching in another direction. Duncan runs, pounding, down the passageway -- his eyes searching in every doorway. Suddenly twelve huge Sardaukar round a corner on a quick march. Duncan turns his shield up and charges them. Behind them he sees Paul and Jessica bound in straps and being carried. Duncan attacks and fights valiantly but he is outnumbered. In the fight the lights are blown out and Duncan is killed by a slow stunner pellet through the head. Paul strains to help. PAUL (seeing Duncan) Duncan!! Duncan!! Paul and Jessica are carried off, quickly, through the darkness. The battle SOUNDS thundering. -- 128A. DUNCAN'S BODY - INT. SUB-BASEMENT PASSAGEWAY - ARRAKEEN PALACE - NIGHT - SHIELD EFFECT Duncan's dead, shielded body slides sparking in the dark against the passageway walls. 129. BACK TO SCENE - BATTLE - RABBAN ON BRIDGE 131C. (Deleted) 132. EXT. PALACE - ARRAKEEN - NIGHT FIRE and SMOKE. 133. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT The Baron's face, the light of FIRE and EXPLOSIONS playing over it. The Baron turns as Piter ushers in the traitor Yueh. BARON (to Yueh - quietly) You wish now to join your wife, is that it, traitor? A sudden flash of hope crosses Yueh's face. YUEH She lives? The Baron smiles, almost sympathetically. BARON You wish to join her... join her, then. Piter moves to Yueh, a knife glistening in his hand. It flashes into his back. A GASP escapes Yueh's throat, a sad look passing over his face, as if to say "I thought as much." He stands stiffly, then falls gasping. He tastes his own blood, then dies. BARON Take him away. 144. EXT. GROUNDS - ARRAKEEN PALACE - NIGHT Black smoke palms. -- 145. EXT. LANDING FIELD - ARRAKEEN PALACE - NIGHT Rabban strides in front of his uncle's ship, carrying Kynes over his shoulder. Harkonnen and Sardaukar SOLDIERS stand at attention. Rabban tears off Kynes' stillsuit. Kynes falls. RABBAN He was in the Palace with the Atreides... I also say he was a spy for the Emperor. (looking up to the troops) Go now! Take him to his desert to die. Go! 129A. EXT. HARKONNEN ORNITHOPTER - NIGHT The small `thopter climbs toward the Shield Wall through a SMOKEY atmosphere illuminated by distant EXPLOSIONS. 130. INT. HARKONNEN ORNITHOPTER - NIGHT JESSICA (inner voice) Yueh's sign. He's left a satchell. Jessica and Paul, bound by cabin straps, lie in the back, the two guards at the controls. Outside, `thopters and ships fly past them toward the city. The distant FIRES play over Jessica's face as she sees Yueh's triangular tattoo scratched in the cabin roof. HARKONNEN GUARD #1 I'd like to have some fun before we kill her. HARKONNEN GUARD #2 (laughing) Of course... what did you think? Jessica looks to Paul. PAUL (struggling to use The Voice) Don't touch my mother... JESSICA (inner voice) Oh great mother! He's trying the voice.

The Reverend Mother said it could save him. HARKONNEN GUARD #1 Did you hear a noise from the little one? -- HARKONNEN GUARD #2 I didn't hear anything. HARKONNEN GUARD #1 No? HARKONNEN GUARD #2 No. He turns and hits Paul in the shoulder with a stungun. Paul recovers and starts taking long, calming breaths. JESSICA (inner voice) The calming exercise. HARKONNEN GUARD #1 The little one! (they laugh) Suddenly, Guard #1 reaches around and puts his hand up Jessica's skirt. He starts breathing hard. Paul clears his throat. PAUL (using The Voice) Remove her gag! JESSICA (inner voice) Excellent! Guard #1 finds himself removing Jessica's gag. Guard #2 turns away from his controls but seems powerless to stop him. Once, it's off Jessica smiles seductively and writhes on the `thopter floor. JESSICA (CONT'D) (The Voice) There's no need to fight over me. The two men stare at one another a moment. Then Guard #1's hand, glinting silver, flashes into Guard #2's chest, killing him. Guard #1 pulls the knife out, smiling. The ornithopter begins to veer off into a dangerous nose dive. HARKONNEN GUARD #1 Now? JESSICA (The Voice) First cut my son's bonds. -- Guard #1 slowly cuts Paul's big straps, never taking his eyes off Jessica. The ornithopter gets closer and closer to the top jagged surface of the Shield Wall. JESSICA (CONT'D) (The Voice) That's it. The blade cuts through the strap holding Paul's legs. Paul kicks upwards extremely powerfully and his foot breaks through the man's chest cavity and drives his heart up into his head, spewing blood out the man's mouth. Paul grabs the controls but it's too late. The ship falls into the rock. 130A. EXT. HARKONNEN ORNITHOPTER - DESERT - NIGHT The `thopter slides across the rock, shearing off a wing. Suddenly they are beyond the rock three miles above the great desert and plummeting fast toward the dunes below. 130. BACK TO SCENE Paul pulls desperately on the controls and manages to keep the ship aloft and flying into the deep desert. JESSICA Oh, my God! 131. through 131A. (Deleted) 131B. EXT. PALACE - ARRAKEEN - NIGHT CU violently burning palm. 133. BACK TO SCENE Nefud exits - TWO HARKONNENS wheel in the stretcher, and swing it round - one of the GUARDS hands Piter his knife back - the Guards exit and the door closes - Piter moves up to Duke Leto and leans over him moving his knife across the Duke's face. The Baron flies down to the stretcher. BARON Duke Leto Atreides. Someone's torn the insignia off your uniform. Such carelessness. Leto shows no sign that he has heard. -- PITER It was Feyd. Leto's POV: The Baron and his Mentat are only DIM FARAWAY SHAPES. Their voices reach Leto as if travelling across a greater distance. The Baron looks to Leto and then moves to him, looking him over. BARON It was Feyd? (laughing) It was Feyd! Where is the ducal signet ring? I must have his ring. PITER The ring?... he was brought to us as is,

Baron. I... BARON You killed the doctor too soon, you fool! DUKE LETO (inner voice) Yueh... Yueh... dead... Paul and Jessica safe... the tooth! PITER He's coming round, my Lord. The Baron moves from behind a table stacked with dirty dishes and foodstuffs and goes to Leto. DUKE LETO (inner voice) Wait... he must be near... BARON Where is your ring? The Baron's face is now very close to Duke Leto's. BARON (CONT'D) You do not answer! DUKE LETO (very faint) A... little... closer.... The... water... of my life... for Paul. The Baron briefly wonders at these words and then turns to Piter. -- BARON He's crying! (he hits Duke Leto) He's crying! He's crying, Piter. What does he mean? Piter moves forward. The Baron sees a suculent piece of chicken skin on the table. He picks up the plate, then the chicken skin. Leto's POV: It's grown HAZY again. The Baron is beginning to move away, reaching for the small piece of chicken skin. Piter leans close to Leto. DUKE LETO Now! We hear a CRUNCH, hear a tumultuous RUSHING SOUND as Piter's face is pushed forcibly away. The Baron is turning, a dumbfounded look on his face. He drops the plate, and backs away. There is a tremendous ROARING. Bits of visions of Caladan rush through Leto's ever-darkening consciousness -- MENTAL IMAGES: 134. through 134A. (Deleted) 134B. EXT. CLIFF WALL - CALADAN - DAY The Atreides banner, the green of it, then the black. The blackness flaps; then all fades to SILENCE. 135. INT. HARKONNEN ORNITHOPTER - NIGHT As they fly deeper into the desert with the ship shuddering and straining, Jessica suddenly cries out with tremendous premonition and fear. JESSICA Leto! Leto! Tears course down her cheeks as Paul turns to her. JESSICA (CONT'D) (to Paul) Leto! He's dead! He's dead... -- PAUL I know (inner voice) I have NO FEELINGS!! Why? 136. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT Duke Leto and Piter lie dead. 137. INT. ARRAKEEN PALACE - NIGHT The Baron floats near the ceiling in a small passageway. He is ecstatic. BARON (screaming) I'm alive!!! I'm alive!!! 137A. INT. HARKONNEN `THOPTER - NIGHT Paul is fighting the controls of the Harkonnen `thopter. 137B. CLEAN POV Harkonnen `thopter lights on dunes. 137A. BACK TO SCENE PAUL I can't maintain any altitude... we'll never reach the safety of rock. Maybe that small rock. JESSICA Where are we do you think? PAUL The South Polar regions... the forbidden area. We must make it to that rock... 137C. EXT. HARKONNEN `THOPTER - DEEP DESERT - NIGHT The `thopter violently hits the sands and flips up - - almost turning over. It falls slowly back, then slides down the side of a dune. -- 137D. EXT. HARKONNEN ORNITHOPTER - DESERT - NIGHT PAUL Hurry! He jumps out of his seat. JESSICA Bring these satchels! She hands him one. PAUL (at doorway) Hurry

-- This crashing may bring a worm. As Paul puts the satchel over his shoulder, he feels something. He looks at his father's ring. He stares at it silently, then closes his hand around it. They jump outside. JESSICA (starting to cry) A million deaths are not enough for Yueh... PAUL (inner voice)(reacting to his mother's tears) Where are my feelings... I feel for no one... 138. EXT. ROCK - DESERT - NIGHT Paul and Jessica running. Paul pulls Jessica to a place in the wall where a small overhang offers shelter. Jessica falls to the ground. She CRIES, pouring out her grief, but soon the sound of it is carried away by the building rush of WIND. Paul turns and looks out to the open desert, this portion of which is a dust ocean. 138A. PAUL'S POV: The Mouse Moon has risen. Ripples of dust undulate tide-like in the light of the moon. The WHISPERING grains billow up like the foam of waves as they hit the rock. 138. BACK TO SCENE Paul turns, his face illuminated by the two moons above. His eyes lock on the moon which has the image of the mouse. -- PAUL (inner voice) The second moon... from the dreams... 138B. INT. PAUL'S EYE - NIGHT We move into Paul's eye, where the mouse moon appear and revolves slowly. The moon begins to explode. The pieces of the moon soar toward us burning with white-hot flames. Within the flames we see... 139. (Deleted) 139A. EXT. ARRAKEEN PALACE - NIGHT ... the burning Palace of Arrakeen. We move closer to it. 189B. INT. OBSERVATION ROOM - ARRAKEEN PALACE - NIGHT We then see Duke Leto's face. The Baron leans over the Duke and clutches the skin on the Duke's face. He begins pulling it. The skin on the Duke's race slowly rips open -- making a hideous tearing SOUND. Black SMOKE issues forth from the hole which teats larger. PAUL (V.O.) (distorted) House Atreides is ruined. (less distorted) This moon holds my past. 139C. INT. VESTIBULE - OBSERVATION ROOM - NIGHT Inside and through the SMOKE Paul sees Feyd tear the Red Duke insignia off his father's uniform. He sees Feyd laughing. The moving, now-brilliant red hawk insignia becomes... 139D. EXT. CASTLE CALADAN - NIGHT ... a burning meteor ROARING over the castle on Caladan. The meteor crashes in the black sea. PAUL (V.O.) This moon holds my future. -- 139E. INT. WATER - NIGHT Foaming confusion turning into a small, twisting fetus under the sea. Its eyes closed. Moving close to it, its eyes snap open. Through the eyes is the pale white face of JESSICA. 139F. EXT. SHIELD WALL - DESERT - NIGHT There is a huge soaring WIND sound and beyond JESSICA the dunes roll like ocean waves. 139G. EXT. MOUSE MOON - NIGHT The moon continues to spew out pieces of moving images which are seen then disappear as fast as sparks. The broken, burning pieces float eerily toward us over the undulating dunes below. One image floats closer. It is a hand folded into a fist. PAUL (V.O.) I am only a seed... The fist begins to open. DUKE LETO (V.O.) The seed must grow. The hand opens fully with slow blue fluid pulsating out the very center of the palm. The hand floats eerily forward. DUKE LETO (V.O.) The sleeper must awaken. 139H. EXT. WATER - NIGHT The last image which passes is foaming and spitting dark blue water. As the image passes, the black smoke trailing

behind it obscures the picture to blackness. 140. EXT. ROCK - DESERT - NIGHT Through the darkness we move to Paul's clenched hand. It opens, revealing the signet ring in the very center of his palm. Paul looks upward to the moons of Arrakis. He looks back to the ring, then to his mother. PAUL Listen to me!... you wanted to know about my dreams... and I've just had a waking dream... do you know why?... -- JESSICA Calm yourself/ PAUL The spice! It's in everything here. The air, the soil, the food... It's like the Truthsayer drug..... It's a poison!!!! You knew the spice would change me. But thanks to your teachings it's changed my consciousness. I can see it... I can see it. JESSICA (inner voice) Is he....? PAUL You carry my unborn sister in your womb! JESSICA (inner voice) He knows. PAUL You and your Bene Gesserit sisterhood... I'm not your Kwisatz Haderach... I'm something different, something unexpected! (inner voice) I'm a seed. (out load) I am so much more... You don't begin to know me... 141. through 142A. (Deleted) 142B. EXT. ROCK - DESERT - NIGHT Paul's head goes down. He places the ring on his finger. PAUL (inner voice) Father... now I have become a killer and I will continue to kill until I have avenged your death. (out loud) Father! Jessica cries as she stares at her son. 143. through 143A. (Deleted) -- 145. BACK TO SCENE Rabban stops up the ramp. He wears a large smile. His thick head sweats and sweat runs down his thick neck. He goes inside and the doors swing closed. 146. INT. HARKONNEN SHIP - NIGHT He enters the ship and moves down within to the Baron's headquarters, passing two dwarves cooking a dead legless cow which hangs from chains. Rabban tears out the cow's tongue and eats it. Then he exits through a door which closes behind him. 147. INT. BARON'S QUARTERS - HARKONNEN SHIP - NIGHT The Baron is flying wildly, circling the outside of a large steel shower, while Nefud and a DWARF play a strange instrument producing maniacal, perverse, screaming MUSIC. The Baron SEES Rabban enter, but continues to fly around the shower. BARON (very excited) Rabban!!... we're knee deep in Atreides blood! We've gutted them. We've gutted them! (laughs) The Baron floats to Rabban and begins lovingly massaging Rabban's massive neck as he speaks to him. BARON Rabban, Rabban... I place you in charge of Arrakis. It's yours to squeeze, as I promised. I want you to squeeze and squeeze and squeeze. (massaging in rhythm) Give me spice! Drive them into utter submission. You must not show the slightest pity or mercy... as only you can... Never stop! (releasing him) Go.... Show no mercy! RABBAN Yes, my lord Baron. Rabban leaves just as Feyd steps out of the shower. The Baron turns to him lovingly. -- BARON (to Feyd) And when we've crushed these people enough

I'll send in you Feyd... they'll cheer you as a rescuer... lovely Feyd... really a lovely boy. (suddenly he smiles and screams) Where's my doctor? 148. INT. HARKONNEN SHIP - NIGHT As Rabban leaves, he looks into one room of the ship. Behind the glass porthole sits Thufir Hawat bound head and foot, his eyes darting this way and that. 148A. EXT. ROCK - DESERT - NIGHT Paul and Jessica are in stillsuits. Paul is looking through a Fremkit. He finds a paper with Dr. Yueh's mark on it. PAUL (inner voice) Yueh's left the plans for the weirding modules. 148B. EXT. MOONS - ARRAKEEN - DESERT - NIGHT The moons have moved further across the sky. 148A. BACK TO SCENE Suddenly Paul turns and studies his mother. A stronger WIND comes up. PAUL We have to get to that mountain of rock. We have entered the time when all will turn against us and seek our lives... Jessica gets up. They make their way up the crest of a dune by a small rock. PAUL (CONT'D) It's further than I thought... a worm is sure to come.... I'll plant a thumper, that should divert it. -- Paul moves off into the shadows. Suddenly, Jessica SEES a burst of LIGHTNING illuminate the mountain of rock in the distant and the vast dunes before them. JESSICA (CONT'D) (inner voice)(as Paul leaves to light the thumper) ...the night is a tunnel... a hole into tomorrow... if we're to have a tomorrow... 149. through 151. (Deleted) 151A. EXT. DEEP DESERT - NIGHT Paul plants the thumper which begins a powerful rhythmic noise. He turns to Jessica. PAUL (returning) Remember... walk without rhythm and we won't attract a worm... it'll go to the thumper. JESSICA (puts in her noseplug) I'm ready. Paul and Jessica move into camera and exit right. 151B. EXT. DEEP DESERT AND ROCKS - NIGHT Another burst of LIGHTNING. The distant rock seems to have grown no larger. Their muscles begin to ache. Suddenly they HEAR the thumper start behind them. PAUL Keep going... 152. EXT. DEEP DESERT AND ROCKS - NIGHT (LATER) Their breathing becomes very labored. The sand moves like slow water, forever rolling down and up. Then they hear the worm, the low thundering HISS shaking the tonnage of sand. The thumper stops. Paul turns. PAUL Faster!! -- JESSICA (screaming) It's deafening! Their bodies ache and they feel like dropping, yet the cliff is still a good distance away. The worm SOUND grows louder and Paul turns to look. 153. EXT. WORM - DESERT - NIGHT A flash of LIGHTNING. The worm is now coming toward them. The mound of sand over the worm is enormous and is approaching at a terrifyingly fast speed. The power of this worm is awesome. 153A. EXT. DEEP DESERT - NIGHT PAUL (screaming) Run! JESSICA I can't... I can't. She turns to see. Then she runs. 153B. EXT. DRUM SAND - DEEP DESERT - NIGHT All at once their feet tromp down on firmer sand. The SOUND is very loud. PAUL Drum sand! The DRUMMING sound ECHOES deep within the ground. Jessica falls. Paul stops and drags her up. They run again. The worm SOUND becomes unbearably loud. Static

electricity SPARKS giant bolts of pure white LIGHTNING and the air turns to ozone. Finally they find rock. Behind them the SOUND of the worm changes. They turn. 154. EXT. WORM - DEEP DESERT - NIGHT The gigantic head of the worm is just breaking through the sand. The mouth begins to open in an eighty-foot circle of teeth and darkness. The mouth arches forward searching for them. 155. EXT. BASE OF THE CLIFF - DEEP DESERT - NIGHT Paul and Jessica climb up and up inside a narrow slit of rock. -- 155A. INT. ROCK CLIFF - DESERT - NIGHT The worm's mouth climbs higher also but it cannot penetrate the narrow opening in the rock. 156. EXT. ROCK CLIFF - NIGHT Paul and Jessica have scrambled upwards a couple of hundred feet. 156A. EXT. WORM AND ROCK - NIGHT Still the worm stretches up to them. Suddenly the worm begins BANGING on the rock. Huge SHUDDERS drive through the black stone. Over and over again the worm mindlessly hits at the rock. 156B. EXT. ROCK CLIFF - NIGHT Paul and Jessica crouch further back in the tiny passageway of safety, but a solid back wall of rock prevents them from moving back any more. 156C. INT. ROCK CLIFF - NIGHT The breath from the worm is like a hurricane of WIND. PAUL (inner voice) Cinnamon... the spice! (out loud) Do you smell it? JESSICA Yes... PAUL (inner voice) I know the secret. The worm is the spice... the spice is the worm. 157. (Deleted) 157A. EXT. ROCK CLIFF - DEEP DESERT - NIGHT Suddenly a colossal section of the rock wall cracks and topples off into the worm's mouth. Instantly the worm pulls back. A huge FIRE roars deep within the worm consuming the rock. -- 158. INT. ROCK CLIFF - DEEP DESERT - NIGHT The worm now can get even closer to Paul and Jessica. It looms up again and crushes its mouth up against the rock. 158A. EXT. ROCK CLIFF - DEEP DESERT - NIGHT Another fissure opens, and suddenly half the rock wall protecting them splits off entirely and falls... taking Paul with it. 158B. EXT. WORM AND ROCK - NIGHT ...against the worm. 159. EXT. ROCK CLIFF - DEEP DESERT - NIGHT Paul is knocked off the cliff and falls straight down two hundred feet. His feet skid along the face of rock. He bounces and brakes. He hits and jumps. He careens from one boulder, flies upside down, rights himself then tumbles and skids into the sand. Unhurt, he jumps up and scrambles up another part of the rock to safety. 160. EXT. ROCK CLIFF - DEEP DESERT - NIGHT JESSICA Paul! She presses against the narrow ledge that is left after the worm assault. 161. EXT. BASE OF THE CLIFF - DEEP DESERT - NIGHT The worm is just coming up again when distant THUMPING is heard. The worm, as if charmed by the sound, turns and moves off towards it. PAUL (inner voice) A thumper. 161A. (Deleted) 162. EXT. ROCK CLIFF - DEEP DESERT - NIGHT Jessica climbs further up and manages to get over to a place where she can meet up with Paul, who is now climbing back. -- JESSICA (crying) What's happened?... Why did it leave? PAUL (breathing heavily) Someone started another thumper.... We're not alone. They climb upwards until the ledge ends at the mouth of a dark crevice. Paul and Jessica try to see into the inky black hole. 163. EXT. CREVICE - DEEP DESERT - NIGHT Slowly Paul and Jessica enter, inching forward. A low moan of WIND comes up. Paul can see nothing,

then suddenly he SEES stars above and SEES the hint of stairs cut into the rock. JESSICA (whispering) Man-carved steps. PAUL (whispering) Yes... They climb the steps and enter an extremely narrow dark channel of stone. As they make their way through the rock, suddenly there is a burst of lightning which illuminates a whole troop of Fremen standing silently in front of them. 164. EXT. FREMEN PLACE - DEEP DESERT - NIGHT STILGAR Perhaps these are the ones Mapes told us of. STILGAR (to Jessica) Are you trained in the ways of the desert? JESSICA No, but many consider my training valuable. STILGAR I will take the boy-man... he shall have sanctuary in my tribe... -- A LOW NOTE on a dip stick is blown by one of the Fremen tribe. Jessica shifts, Paul sees it, and just as Stilgar begins a reach for his weapon, Jessica turns, slashes out, utters a SOUND, whirls again and with rock behind her holds Stilgar helpless in front of her -- her hand at his throat. Paul moves on her first move. He races up a rocky incline. 165. EXT. CLIFF - FREMEN PLACE - DEEP DESERT - NIGHT He then jumps higher up and presses himself between two rocks on a low cliff overlooking the rest of the Fremen troop. 166. EXT. FREMEN PLACE - DEEP DESERT - NIGHT The troop starts shooting projectile weapons in Paul's direction. STILGAR Stop! Get back!! She has the weirding way. Why didn't you tell us! Great gods... if you can do this to the strongest of us you're worth ten times your weight of water. As a leader of my people I give you my bond: teach us this weirding way and you both shall have sanctuary. Your water shall mingle with our water. JESSICA Then I will teach you our way of battle.... you have the word bond of a Bene Gesserit. A FREMEN It is the legend. 167. EXT. CLIFF - FREMEN PLACE - DEEP DESERT - NIGHT Up on the rock, Paul turns. He takes a step, then notices a small figure standing in front of him. It is a girl. CHANI I am Chani, daughter of Liet.... I would not have permitted you to harm my tribe. PAUL (inner voice) From my dream... so beautiful. Liet.... is this Kynes' daughter? Paul stares at her in wonder. -- CHANI Come with me. I'll show you an easier way down. They exit. 168. EXT. FREMEN PLACE - DEEP DESERT - NIGHT STILGAR (to Paul, as they meet) You have strength... real strength... You shall be known as Usul, which is the strength of the base of the pillar. This is your secret name in our troop. But you must choose the name of manhood which we will call you openly. PAUL (thinking) What do you call the mouse shadow in the second moon? STILGAR We call that one Muad'dib. PAUL Could I be known as Paul Muad'dib? STILGAR You are Paul Muad'dib, and your mother shall be a Sayyadina among us.... We welcome you. Wind blows a cloud of dust

through the rock. High above the moon with the mouse shadow glows brilliantly. It dissolves into the sun. 168A. EXT. DEEP DESERT - DAY Paul, Jessica and the Fremen march through the dunes. 171. through 171B. (Deleted) 172. EXT. DEEP DESERT - DUSK/SUNSET HEAT WAVES and sand dunes. Mysterious SOUNDS echo in the distance as the giant sun is setting. Chani takes Paul to the top of a dune. They stare at the sunset and a huge rock outcropping in the distance. -- CHANI Seitch Tabr. Paul looks at the rock, then turns to her. CHANI (CONT'D) Tell me of your homeworld, Usul. These words rend Paul's soul. He cannot speak. He reaches out and touches her hand - her cheek. 173. (Deleted) 174. INT. ENTRANCE - SIETCH TABR - NIGHT The Fremen troop enters into a large square room with slot passageways going off in various directions. 175. INT. PASSAGEWAY - SIETCH TABR - NIGHT They all move down one of the passageways which are beautifully but very plainly cut with lasguns. They are like passages in the pyramids, dark with sharp turns and inclines upwards or downwards, some very steep and long, and others descending hundreds of feet. There is a strong, moaning WIND. 176. through 177. (Deleted) 178. INT. PASSAGEWAY/STAIRS - SIETCH TABR - NIGHT A quiet WIND can be heard -- deep and moaning. JESSICA Moisture... She looks at Paul. He, too, notices. PAUL Wind traps... huge ones. Down a long, sloping, narrow passageway they go until they reach a stairway cut into the stone. It is very dark and gets increasingly darker as they descend. The WIND sound grows. The air grows colder and damper. Paul and Jessica share another questioning look. At the bottom of the stairs they pass through a narrow slot doorway which suddenly opens out on something so totally unexpected it shocks Paul. -- 179. INT. RESERVOIR -SIETCH TABR - NIGHT It is enormous, deep reservoir of black water sitting silently in the depths of this sietch and stretching out into the darkness. PAUL (inner voice) Water on Arrakis!!! I have seen this place in a dream. (out loud) A treasure. STILGAR Greater than treasure, Usul. We have thousands of such caches. Only a few of us know them all. When we have enough... we shall change the face of Arrakis. Listen!... There is the sound of water dripping. The lights are extinguished - reflections play on Paul's face. STILGAR (CONT'D) The Rocks of Arrakis hold many secrets. 179A. through 180 (Deleted) 180A. REVISED SCENE - HALL OF RITES Thousands of Fremen wait below. Paul enters a rock ledge, guided by two monks, which is crowded with Fremen and old Fremen Monks. Below the crowds continue to watch and wait while a giant wind organ moans. A Monk steps up to Paul. MONK We sense that you may be the "voice from the outer world". Both moons told us of you. You must pass tests before we will know... you must conquer the beast of the desert, both his outer and his deadly inner powers. (moves back) Speak to us... from the outer world. Paul turns and gathers courage to address the multitude below. PAUL (inner voice) I am only a seed. (out loud) I am Usul... Paul Muad'dib. -- CROWDS (loud

murmur) Muad'dib! MONK The legend. PAUL (inner voice) No one ever dreamed there would be so many. (out loud) Our shared enemy the Harkonnens, are once again in control of Arrakis. Stilgar, your leader, has asked me and my mother to crush the Harkonnens. We must do more than this. We must totally destroy all spice production on Arrakis. The Guild and the entire universe depends on spice. "He who can destroy a thing, controls a thing". I will take one hundred of your warriors and train them. This one hundred will train the thousands that remain. When the spice flow stops, all eyes will turn to Arrakis. The Baron and the Emperor himself will be forced to deal with us. Arrakis will become the center of the Universe. (inner voice) The dream unfolds. 181. through 181A. (Deleted) 182. INT. TRAINING ROOM - SIETCH TABR - DAY Large room with a low ceiling. A drummer playing makes a low ECHOING MUSICAL HIT. A big block of stone is moved across coarse sand -- back and forth -- fast. A rhythm is started -- powerful. Paul enters, pauses and looks to Jessica - he stands in front of over 100 Fremen men. Jessica sits behind him alongside Stilgar. A large rock obelisk has been placed near Paul for this demonstration. PAUL The weirding way has long been a Bene Gesserit secret. With my mother's help, my father isolated an element of the weirding way and externalised it. -- PAUL (CONT'D) Because of the Harkonnen treachery, my father's armies were never able to fully develop this new form. This is what I will teach you. You will be the fiercest and most feared fighters in the Universe. Our way of battle is built on rhythm. You understand rhythm like this but you do not yet understand the rhythm of the higher sounds, sounds that heal and build... sounds that destroy. Motion is the base. You understand the motion... but you do not yet understand the motion that heals and builds... motions that destroy... Orato! (he moves forward) This obelisk is of your hardest stone. Kick it... (he does -- the rock doesn't move) Hit it... (he does -- the rock doesn't move) Yell at it... ORATO Break! The Fremen laugh -- the rock doesn't move. A Fremen with a lasgun tries to cut it. Paul motions him back, slightly. PAUL Move back! Paul also moves back. He switches on his weirding module. He opens his mouth and makes a small SOUND, which the module amplifies. PAUL Chuksa! The sound shatters the obelisk to pieces. The one hundred Fremen YELL with surprise and awe. 100 FREMEN Achiii! -- PAUL This is part of the weirding way that we will teach you. Some thoughts have a certain sound... that being the equivalent to a form. Through sound and motion you will be able to paralyze nerves, shatter bones, set fires, suffocate an enemy or burst his organs.... We will kill until

no Harkonnen breathes Arrakeen air. 100 FREMEN Muad'dib! PAUL (inner voice) To avenge my father, I will turn you into killing machines. Stilgar turns to Jessica. STILGAR Sayyadina. Our Reverend Mother tells me she is too old... She has been calling through space and time for you to come and let her rest. She asks that you pass within. JESSICA (inner voice) They want me to take the Water of Life... the Truthsayer drug... so dangerous, yet... we must move swiftly if we're to secure our place among these Fremen. (out loud) I will try to pass within. STILGAR Death may be the result.... Are you sure? JESSICA (inner voice) I must do this for Paul, but what of my unborn child? DISSOLVE TO: 183. through 187. (Deleted) -- 188. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT Fremen carry the Fremen REVEREND MOTHER RAMALLO in on a litter. The old Reverend Mother is old a frail yet extremely beautiful and mysterious. She turns to Paul and Jessica with a strange look. REVEREND MOTHER RAMALLO (to Jessica, in an ancient voice) So you are the ones. She turns away towards the monks who are very busy blowing horns and waving pots of burning spice, purifying the area of the rite. Several Fremen blow on dip sticks and a FEMALE CHOIR begins a haunting chorale as the giant pipe organ blows beautiful low notes below. Paul looks to his mother. He then sees Chani. CU Chani. CU Paul -- he cannot stop looking at her. Stilgar motions to Paul. STILGAR (whispering to Paul) Do you know the Water of Life?... Come... ...Watch... the mystery of mysteries... the end and the beginning. He shows Paul through a narrow passageway -- almost a slot through the stone to a small room. Through an opening in the stone wall, Paul is shown a very strange and somewhat horrifying scene. 189. INT. BABY WORM - MAKER ROOM - SIETCH TABR - NIGHT A thirty-foot baby worm is being lowered into a stone chamber. The chamber is then covered with a wire top. Valves are turned and water rushes into the chamber. The worm begins to writhe violently and leap and bang against the bars above. The worm begins to turn inside out from the mouth back and it begins to gag. Some monks and watermasters quickly drain the stone chamber and wrench the worm out using large steel hooks. They hold the worm above a large tub. A watermaster-reed man runs a long reed in to the worm, causing it to spasm and gag up a beautiful deep blue bile as it dies. 189A. INT. MAKER ROOM - SIETCH TABR - NIGHT The bile and worm water are combined in ceremonial containers. Paul turns to Stilgar. -- STILGAR The Water of Life. PAUL (inner voice) The most lethal poison in the Universe. Then we HEAR from Paul's memory his conversation with the Reverend Mother: REVEREND MOTHER ... Many men have tried. PAUL Did they try and fail? REVEREND MOTHER They tried and died. 190. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT Stilgar and Paul return to the ledge above the Hall of Rites. A MONK PRIEST steps forward, addresses the

crowd, silencing them. The other monks move back carrying their smoking cleansing bags. MONK #1 One among us has consented to enter the rite. She will attempt to pass within that we not lose the strength of our Reverend Mother. PAUL (inner voice)(turning to his mother) What if she should fail? He brings the jug close to Jessica. MONK #1 Drink! Jessica drinks. JESSICA (inner voice) The ultimate awareness spectrum narcotic. I must transform the poison configuration within my body... the blue must be made clean. She swallows. Her body contorts and spasms violently. She screams. The Reverend Mother screams with her. -- 191 (Deleted) 192. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT We see Jessica sitting, shoulders tight and spasming -- straining, her eyelids half-closed and flickering. 193. (Deleted) 194. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT The old Reverend Mother slowly extends a hand toward Jessica's shoulder. 195. JESSICA - MENTAL IMAGE Inside Jessica, we see the Reverend Mother Ramallo's hand descend through the dark void. Shimmering water starts to ripple, lightly stirring an image of Jessica. As the hand penetrates, something deep within her starts to GLOW. It is a fetus, a female. The Reverend Mother Ramallo's hand flinches as it touches the fetus. The fetus sparks to life - screaming and rapidly spasming upwards on its umbilical cord. 195A. (Deleted) 196. INT. ROCK LEDGE - WALL OF RITES - SIETCH TABR - NIGHT REVEREND MOTHER RAMALLO (whispering urgently into Jessica's ear) You should have told us. 197. JESSICA'S MENTAL IMAGE - FETUS REVEREND MOTHER RAMALLO (V.O.) (gasping) Great Mother! This changes both! What have we done? -- 197A. INT. THE TUNNEL - NIGHT Jessica and the fetus rush mentally through a dark strangely worm-like tunnel until suddenly, a gaping black hole appears. A horrible WIND, SPARKS and circles of expanding light issues from it. JESSICA (V.O) (inner voice)(fearful) No! This is the place where we cannot look. The place only for the eyes of the Kwisatz Haderach. 197B. THE FETUS - NIGHT The fetus twists down the tunnel to join Jessica, her umbilical cord trailing behind. She SCREAMS as she looks into the hole. 197C. THE NAVIGATOR - NIGHT She and Jessica see a shape moving deep within the windy hole. It is a Third Stage Navigator, ROARING. JESSICA What is this?... Is this what kills the men who enter here? She quickly takes the fetus back up the tunnel. As they move: JESSICA (V.O.)(CONT'D) (inner voice) Now my daughter and I are both Reverend Mothers. REVEREND MOTHER RAMALLO (V.O.) (distant) I've been a long time waiting for you. Here is my life. 198. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT The old Reverend Mother Ramallo slumps forward onto the stone, dead. The crowd waits. The corpse is tenderly removed. Jessica very slowly opens her eyes and looks about her. The monk holds the jug to her lips. MONK Change it that we may all drink of it. -- Jessica spews water into the spout. The monk swirls the jug, sniffs at the spout and then drinks. MONK

(CONT'D) It is changed! PAUL (inner voice) She did it! 199. INT. HALL OF RITES - SIETCH TABR - NIGHT The Fremen suddenly turn their attention to Paul.... They whisper "It is the prophecy!" They soon begin to CHANT... "Muad'dib.... Muad'dib" over and over again. The chanting sounds fill the hall along with the ghostly wind organ. 200. (Deleted) 201. INT. HALL OF RITES - SIETCH TABR - NIGHT Down below, the crowds continue CHANTING "Muad'dib, Muad'dib." 202. INT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT Paul continues to stare at Chani. He moves to her. Chani turns. Paul is at her side. Their eyes meet and lock. CHANI (whispering) Come with me. 203. INT. PASSAGEWAY ON ROCK LEDGE - SIETCH TABR - NIGHT At the end of the dark black corridor, Chani turns and she and Paul fall together in a long kiss filled with love. PAUL Chani.... I love you... I've always loved you.... -- 204. through 209. (Deleted) 169. INT. STAIRCASE - GEIDI PRIME - DAY The Baron and Feyd descend several steps into a darker area of Geidi Prime. Feyd is carrying a strange creature in a small wire cage. The Baron is floating as he descends. BARON (takes a drink) Feyd, even though he's aging, Thufir is one of the finest Mentats in the Universe... and he's mine, Feyd... all mine.... Quiet now. FEYD I will. 170. INT. BASEMENT ROOM - GEIDI PRIME - DAY Nefud stands eating candies behind Thufir's chair. Nefud has a stun gun, even though Thufir's hands are tied. The Baron enters with Feyd. BARON Oh Thufir, I see they've installed your heart plug already.... Don't be angry. Everyone gets one here. But this is not why we're here. We've brought you a little cat, Thufir. You must care for it if you wish to live. A poison has been introduced into you, Thufir Hawat. By milking this smooth little cat body each day you receive your antidote... it must be done each day.... Also, you must do something for me if you wish to live. You know I lost Piter, my dear Mentat... Thufir gives the Baron a weak, wide-eyed stare. FEYD All I can see is an Atreides that I want to kill. BARON Feyd, no, no! Thufir's a Harkonnen now, aren't you Thufir? THUFIR (inner voice) My dear Duke... how I have failed you. -- 211. INT. JESSICA'S ROOM - SIETCH TABR - NIGHT Jessica's face shows signs of straining. Women move around her, Chani and Harah at her side, helping her give birth. Suddenly ALIA is born and her freshly- born moist body is held up in front of Jessica. Alia's eyes snap open, burning brightly. HARAH What will you call her? JESSICA Alia. As they lift Alia for Jessica to see... ALIA Mother. 210. INT. TRAINING ROOM - SIETCH TABR - NIGHT Paul walks down the steps into the training room - followed by Harah's two sons. He pauses at the foot of the steps. PAUL Activate your weirding modules... Paul activates his, and the Fremens follow suit. PAUL Set the range for two meters. Paul walks down the line of Fremen. PAUL Korba...

(points to robot) The arm... KORBA (aiming the module) Chuuk-sa... PAUL Motion... Chuuk-sa... KORBA Chuuuk-sa... He fires the module and the arm of the robot is shot off. Paul smiles and hits him on the shoulder - Paul walks on. -- PAUL Stilgar... One of the FREMEN calls out to Paul. A FREMEN Muad'dib!... The word `Muad'dib' causes a tremendous power to build. The module shakes violently in his hand - it suddenly fires upwards, and the wall explodes. PAUL (inner voice) My own name is a killing word. Will it be a healing word as well? 211A. NEW SCENE STILGAR (to Paul as he applies red colour to the shoulders of several large Fremen men) Usul... these are fifteen of our fiercest fighters to serve you as your guard... the Fedaykin. He pauses, then holds up his brilliantly red hand. 212. (Deleted) 213. EXT. DESERT - DAY An EXPLOSION. Paul turns and his eyes are totally blue. He lifts binoculars to them and looks. He sees the Fremen fighters below charging at the Harkonnens. As the Fremen run they make powerful SOUNDS with their weirding modules, exploding everything in their path and catching things on fire. 213A. EXT. CARRYALL - DESERT - DAY In the distance, a huge spice carryall is shot down and it falls to the ground EXPLODING more violently on impact. 213. BACK TO SCENE PAUL Now! -- Stilgar signals, and Fremen run behind them. PAIL (CONT'D) (to Stilgar) They're even better on the battlefield than in the training rooms!! (inner voice) Sound... as a weapon. If only you could see them, father. Paul smiles as he looks at the battle in the distance. PAUL (CONT'D) (his V.O. from the past) When the spice flow stops, the entire Universe will turn to Arrakis. The Baron and the Emperor himself will be forced to deal with us. 214. INT. PASSAGEWAYS - ARRAKEEN - DAY Rabban stares dumbfounded as many Harkonnen wounded and dead are brought through the passageway beyond. Rabban grabs a Harkonnen and asks: RABBAN What happened? What happened to you? What is he saying? WOUNDED HARKONNEN Muad'dib!... Muad'dib!... Muad'dib!... Muad'dib! Rabban pushes him away. A HARKONNEN SOLDIER He's been repeating that name ever since we found him. RABBAN Who is this Muad'dib? 215. EXT. DEEP DESERT - DAY HEAT WAVES; dunes. A big thumper is forced into the sands. A RHYTHM is heard pounding on Fremen hand drums and rhythm instruments. Feet scramble. Black stillsuited Fedaykin warrior bodyguards gather. Stilgar turns. -- STILGAR (to Paul) Usul... It is time you become a sandrider... and travel as a Fremen. Take the kiswa maker hook of our sietch and ride as a leader of men. 216. (Deleted) 217. EXT. DEEP DESERT - DAY As Paul leaves the troop to plant the second thumper: STILGAR (V.O.) Two thumpers are planted. The worm may not surface for the first - he will rise for

the second. Remember, when the worm approaches, you must be utterly still... and close enough to plant the hook firmly under a ring segment.... The worm will turn to lift this exposed area as far from the abrasive sand as possible and it will take you with it -- to the top. Do not get too close as he approaches... the sand will engulf you.... Wait till the head of the worm passes -- then go... quickly. STILGAR & FREMEN Shai-Hulud... Shai-Hulud. In the distance the telltale SOUND of the worm's approach begins. This worm is deep underground and the sound is low and the ground trembles violently. PAUL (inner voice) Only the very strong ones travel this deep.... The SOUND and VIBRATIONS continue to build. In the distance, the Fedaykin and Stilgar watch. STILGAR (to the others) Usul has called a big one. Again... it is the legend. 218. (Deleted) -- 219. EXT. DEEP DESERT - DAY HEAT WAVES... dunes RHYTHM. THUNDEROUS approach of the worm. Paul still cannot see the worm, but the sound begins to drown out the Fremen rhythm instruments and the sand begins to VIBRATE. Suddenly, Paul SEES... 219A. EXT. WORM - DEEP DESERT - DAY ...a mountain of sands rise up, towering, thundering -- lightning SPARKS fissuring throughout the air above the worm. The mountain approaches at a terrifying speed. Then, the worm appears -- rushing. The mouth, at first a small opening, begins to widen -- exposing a thousand glistening teeth. 219B. EXT. DESERT - DAY Paul freezes. He lets the worm get closer and closer. The HEAT WAVES distort the gigantic form, making it more hideous -- more foreign. He moves forward. The others watch anxiously. This worm is big. It is so much larger than imaged. Its top towers 125 feet in the air. The segments are each ten feet wide. 219C. EXT. VERTICAL SECTION OF WORM - DESERT - DAY Paul gets close and running alongside, he plants the hook under a segment and pulls back. The SOUND is excruciatingly loud. The sand is so deep and more is being thrown out beneath the body of the worm. Paul gets caught in it and falls. He narrowly escapes being sucked under the beast. He gets up -- runs again and plants the hook once more. He runs faster, bending the segment open to expose the tender flesh. 219D. EXT. FULL-SIZE SECTION OF WORM - DESERT - DAY Suddenly the worm begins to turn. Paul pulls himself up the body as it turns -- holding onto the hook. Soon he is fifty -- sixty -- seventy feet off the ground -- going higher. The giant worm gets the second thumper and Paul at that moment climbs to the top. He plants the second hook. PAUL (inner voice) A sandrider!... Paul works the hooks into the breathing holes along the body... -- 219E. EXT. DESERT - DAY ...causing the great beast to make a slow turn toward Stilgar and the bodyguard. They set themselves and as the worm passes... 219F. EXT. FULL-SIZE SECTION OF WORM - DESERT - DAY ...they all clamber on, climbing up the sides to the top. PAUL (yelling) Long live the fighters! They return the traditional CALL and Paul steers the maker in a giant circle. They head out across the dunes. 219G. (Deleted) 219I. EXT. DESERT - DAY Rabban and Harkonnens in the desert. Rabban observes tremendous destruction of his spice harvesters and carryalls. 219K. EMPEROR'S WORLD REPORT VOICE

Seventeen Great Houses of the Lansraad have reported a significant delay in delivery of spice per CHOAM agreement. This constitutes a serious violation of CHOAM codes. Contact Baron Vladimir Harkonnen immediately. 219H. INT. GREAT HALL - ARRAKEEN PALACE - DAY A furious Rabban sirs in a black steel tub in the Great Hall. A squad of TROOPS stands at attention in front of him, listening to his screaming fit. RABBAN Falsify the reports. We can't hide it all, tell them we've lost only two hundred harvesters... and forty carryalls... and don't let my uncle know about the destruction of the spice silos.... I will catch this Muad'dib and suck the blood from him!! SUCK THE BLOOD FROM HIM!!! -- 219J. through 222. (Deleted) 226A. EXT. HARVESTER - DESERT - DAY SMOKE billows from a burning harvester. 226B. EXT. DESERT - DAY Fighting is going on between Fremen and some smugglers. Paul moves down a smokey dune with Stilgar followed by Fremen and Fedaykin. PAUL We surprised a band of smugglers. STILGAR (racing into thick smoke) Too bad... thought they were Harkonnen. Paul and Stilgar move through the smoke. A man runs up with a maula pistol aimed at Paul but Paul spins and punctures the man's chest with a sound from his weirding module. Paul turns and a large figure comes through the smoke. They surprise each other. The figure holds a gun. PAUL Gurney!... The figure stops -- stunned. PAUL (CONT'D) You've no need of your weapons with me Gurney Halleck. GURNEY (peering; whisper of hope) Paul!! Paul!! PAUL Don't you trust your own eyes. GURNEY They said you were dead. They said... Paul shows him the signet ring on his fingers. Gurney moves forward, his eyes tearing, and the two embrace each other and pound each other on the back. GURNEY You young pup! You young pup! -- 227. NEW SCENE - WORLD REPORT VOICE Stand-by... warning... we have just received a coded threat from the Guild. Spice production is in serious jeopardy... Giedi Prime supplying false reports... Guild to visit Emperor in one standard day. 228. INT. THRONE ROOM - EMPEROR'S PALACE - NIGHT The Emperor sits on his throne. Behind him are his Sardaukar officers. In front of him are several Guildsmen. One holds a large electrical apparatus up to the face plate of another which translates his strange voice into English. TANKED GUILDSMAN #2 Emperor Shaddam IV... You have one last chance to take matters into your own hands and bring the situation under the control on Arrakis. EMPEROR What do you mean one last... TANKED GUILDSMAN #2 Do not speak!... Listen!... You do not have more than this one chance.... I represent the entire Guild in this matter.... You have failed to kill the Atreides heir... Paul. EMPEROR But he was said to... TANKED GUILDSMEN #2 (moans like a cow) Noooooo... he is not dead. He is not eaten by worms as you have wanted to believe. He is not missing. He is in the deep

desert with the Fremen. The Spice is in great danger. We are not asking... we are telling... remedy the situation or you will live out your life in a pain amplifier. The Guildsmen turn and leave. EMPEROR Who is this Paula Atreides to the Guild? And why? 222A. INT. JESSICA'S ROOM - SIETCH TABR - DAY Jessica sits with Harah. -- HARAH Your Reverence, I don't wish to upset you, but the other women... 223. INT. PASSAGEWAY - SIETCH TABR - DAY At the end of the passageway, standing alone -- staring with powerful intense blue-within-blue eyes -- is ALIA. She's listening mentally. HARAH (V.O.) ...they don't like Alia around. She frightens them. It is the strangeness of your daughter. 224. INT. JESSICA'S ROOM - SIETCH TABR - DAY JESSICA It's the way she speaks of things... Alia is listening - then exits. 225. INT. PASSAGEWAY - SIETCH TABR - DAY Alia listens mentally. JESSICA (V.O.) ...beyond her years and of things no child could know -- things of the past. (pause) Alia begins walking. She appears to be angry. JESSICA (V.O.)(CONT'D) A daughter who knew at birth everything I know... 226. INT. JESSICA'S ROOM - SIETCH TABR - DAY HARAH But Your Reverence, they won't have her around them. Alia enters. ALIA (screaming little adult voice) Harah! Would they deny me the right to use this mind?... -- ALIA (CONT'D) (using The Voice) Would they deny me the right to use this voice?... Harah's head nearly bursts with pain and she SCREAMS as if she were dying. JESSICA Alia! 226A. (Deleted) 228. BACK TO SCENE - EMPEROR'S THRONE ROOM EMPEROR (firmly) I want fifty legions of Sardaukar on Arrakis at once. SARDAUKAR OFFICER #1 Fifty legions?... (he looks at the other officers with worry) That's our entire reserves as well. EMPEROR This is genocide... the deliberate and systematic destruction of all life on Arrakis. 228A. NEW SCENE Ships over Arrakis. 229. through 230. (Deleted) 231. INT. PAUL'S ROOM - SIETCH There is a growing, powerful sound of a worm approaching as Paul and Chani are lying together in the darkness of their sleeping chamber. Paul's eyes snap open and he sees Chani looking down at him (the last image of the future in the desert). CHANI You were calling my name... it frightened me. -- Page Missing -- In the hollow of a huge dune, Paul stops with Chani. They share a look into each other's eyes. Paul turns towards the Fedaykin and nods. They move in quickly to tie and wrap Paul in Fremen rope. They move back and wait quietly. Chani moves in very close to Paul. She holds a glass vial of the blue water of life. PAUL Hurry! All I see is darkness. CHANI Paul... I will love you forever... in life or in death... let Shai-Hulud judge now. (whispering) You are my life. She pours the blue liquid into Paul's mouth. Slow move into Paul's face as: PAUL (inner voice)

Now... the test of the water of life... what is it that waits for me in this darkness? 233A. INT. PAUL'S MIND Fade to black then dissolves to dark blue fluid. A blue drop falls into the blue fluid - a huge low thud - then quiet. 233B. EXT. DESERT - NIGHT Cut to Paul screaming horribly in the desert. 235. INT. JESSICA'S ROOM - SIETCH TABR - NIGHT Alia walks forward in the very dark room. Blood rushes from her nose. She forces herself to walk to Jessica's bed. She finds that Jessica's nose is bleeding also. Jessica wakes in pain. They stare at each other in the darkness. JESSICA ALIA! ALIA Mother - help me! JESSICA (struggling) Alia! What is it? -- ALIA It's Paul. He's taken the Water of Life. 233C. INT. PAUL'S MIND Cut to quiet black - dissolve again to blue - another drop - low thud - quietness - fade to black. 245A. EXT. EMPEROR'S SPACESHIP - SPACE The Emperor's space ship soars towards us. 246. INT. EMPEROR'S SPACE SHIP - SPACE The Reverend Mother Helen Mohiam is on the floor, bleeding from the nose and weak from pain. The Emperor looks on in horror. 233D. INT. PAUL'S MIND Suddenly screaming towards us is white rings, stars and a huge Guild Navigator. 233E. EXT. DESERT - NIGHT Cut to Paul's eyes - tightly closed, oozing fresh blood. 233F. EXT. DESERT - NIGHT SCREAMING SOUND. Paul's mouth opens and a giant wind is stirred on the desert. 234. (Deleted) 235A. INT. PAUL'S MIND Navigator chewing giant eye and spewing blood and light and sounds. Paul's mouth double exposes over Navigator and eye. The sound from Paul's mouth destroys the Navigator and opens the Alam. Navigator bursts into a huge light ring and we quickly travel through ring after ring and masses of liquid stars. The light increases until it is blinding and then in the light... -- 235B. EXT. FLOWER BLOSSOMING A golden flower blossoms and glows brilliantly - suddenly the powerful sound of an approaching worm. 236. through 239. (Deleted) 240. EXT. DESERT - NIGHT Chani and the Fedaykin freeze and watch in horror as seven giant worms converge on them. The worms break the desert surface and rise, towering over them. The worms hover and wait. DISSOLVE TO: 241. through 245. (Deleted) 240A. EXT. DESERT - DAY Chani looks to the Fedaykin, then they look at Paul who lies motionless. She cuts the rope bonds with her crysknife. Her fingers tremble as does the whole of the desert. Paul's eyes snap open. He sits up slowly. Chani stares at him in awe. CHANI Paul... Paul. 240B. EXT. WAVE CRASHING A huge wave crashes and Paul sees the image of his father. Paul slowly gets to his knees, then stands. 240C. EXT. DESERT - NIGHT PAUL Father!... Father! THE SLEEPER HAS AWAKENED. Giant echoes of this phrase reverberate across the vast desert. The worms bend back into the sand and leave with thundering power. MUSIC FULL. 247. through 250. (Deleted) -- 251. EXT. ROCK LEDGE - HALL OF RITES - SIETCH TABR - NIGHT The Rock Ledge of Sietch Tabr is filled with Fedaykin and monks; Chani, Jessica, Gurney and Stilgar stand together near the back. Paul moves out on the Rock Ledge overlooking the Hall of Rites which is crowded with Fremen warriors who chant "Maud'Dib" along with the powerful sounds of the WIND ORGAN and FREMEN war DRUMS. Paul raises his open hand. SILENCE. Only the organ continues with a soft low NOTE. The Fremen wait.

PAUL Arrakis... Dune... Desert Planet. A quiet, haunting MOAN of recognition of a master rises from the Fremen. PAUL (CONT'D) (loud) Your time has come. (inner voice) Father... our time has come. (out loud again) A storm is coming -- our storm... and when it comes it will shake the Universe. Emperor... we come for you. A thunderous ROAR arises. War DRUMS pound. The ORGAN blows hurricaine of power through the sietch. PAUL (he raises crysknife) Long live the fighters! STILGAR Long live the fighters! Fremen carrying weapons begin moving out in long lines from the Hall as the war DRUMS pound. 251A. through 252B. (Deleted) 265. INT. HARKONNEN `THOPTER - DAY In one `thopter sits the Baron Harkonnen. He is flown down to the Emperor's ship. 253. EXT. ROCK OUTCROPPING - DEEP DESERT - DAY A sietch door opens and Fremen warriors stream out. -- 254. (Deleted) 255. EXT. DEEP DESERT - DAY The WIND is howling and is starting to blow the sand. Dark sand clouds form in the distance. 256. EXT. ROCK OUTCROPPING - DEEP DESERT - DAY Another sietch door opens and hundreds and thousands more Fremen pour out. 257. EXT. SHIELD WALL - ARRAKEEN - DAY Paul, Stilgar and Gurney watch the Emperor's enormous ship on the Arrakeen landing field below. 257A. through 258. (Deleted) 260. EXT. DEEP DESERT - DAY Thousands of Fremen are running, planting thumpers as they go. 259. INT. COMMUNICATION ROOM - ARRAKEEN - DAY PAUL Gurney, when the storm hits... set off the atomics. I want an opening through the entire Shield Wall. Stilgar? Do we have wormsign? Stilgar and Gurney laugh. STILGAR Usul... We have wormsign, the likes of which even God has never seen. Paul smiles. 261. EXT. DEEP DESERT - DAY Looking down over the huge desert it looks like a living sea of wormsign. Everywhere ripples appear and worms are surfacing. -- 261A. EXT. DEEP DESERT - DAY Thousands of Fremen are running, positioning themselves to mount and ride. 262. EXT. DESERT - DAY Dust clouds grow faster and the speed of the WIND increases. Sand particles hit at a rock outcropping and up close they sound like giant warrior drummers pounding before battle. 263. EXT. HARKONNEN SHIPS - DESERT - NIGHT Suddenly above come hundreds of SCREAMING space ships zooming down across the desert floor and towards the landing field. 264. (Deleted) 266. EXT. DESERT - DAY The storm is howling now. Sand blasts against rock and rips pieces away. 267. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY EMPEROR Bring in that floating fat man... the Baron. The Baron is brought in. Distant warning SIGNALS begin. The Baron is fighting to contain his fear because RABBAN'S HEAD SITS ALL BLOODY ON THE FLOOR in front of him. Finally the Emperor speaks. EMPEROR Why have you brought me here? BARON Your Highness... There must be some mistake... I never requested your presence. EMPEROR Ah? But your lack of action demanded it. Your dreadful mismanagement, your bad judgement in assigning to Rabban -- (he gestures toward the head) -- the governorship.... You forced me to come here and set things straight... personally. -- A VOICE Bring in the

messenger. Alia is brought in by the Sardaukar soldiers. She is smiling. ALIA I am the messenger from Muad'dib. Poor Emperor, I'm afraid my brother won't be very pleased with you. EMPEROR Silence!... I do not court your brother's pleasure. Suddenly the Reverend Mother looks horrified and grabs her throat. REVEREND MOTHER (struggling, speaking) Kill this child!! She's an abomination!! Kill her. (points to Alia, who is smiling at her) Get out of my mind!!! ALIA Not until you tell them both who I really am. REVEREND MOTHER (strained speech void of emotion) Sister of Paul Muad'dib. The Reverend Mother slumps. The Baron's mouth flies open. The Emperor's face goes pale, his lips tremble. EMPEROR Paul's sister... Paul is Muad'dib?! He turns quickly and looks at the two Guild agents present in the room. They stare at him icily. Alia is smiles happily. 268. INT. COMMUNICATION ROOM - ARRAKEEN - DAY Paul smiles. PAUL (laughs)(to Gurney and Stilgar) Alia keeps pace with the storm. -- Gurney and Stilgar don't understand. Suddenly enormous dust clouds and LIGHTNING sweep up over the Shield Wall. PAUL Gurney, now! Gurney gives a hand signal and... GURNEY (they put on their hoods) Atomics! 269. EXT. SHIELD WALL - ARRAKEEN - DAY ...TWENTY EXPLOSIONS of hydrogen bomb intensity go off in a row, cutting a huge gorge through the width of the massive Shield Wall. As the EXPLOSIONS go off, a WIND howls, destroying much of Arrakeen and covering the rest with tons of sand. Sand rips at the Palace and the Emperor's ship. 270. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY Alia smiles as they HEAR the tremendous roaring, atomic screams of the explosions. The Emperor's ship's warning SIGNALS are now close and loud. ALIA My brother is coming... with many Fremen warriors. A Sardaukar rushes in. SARDAUKAR OFFICER #2 The Shield Wall is gone. EMPEROR Impossible! ALIA Not impossible. I told you... He is here now. SARDAUKAR OFFICER #2 Majesty, into the ship! EMPEROR (to his officers)(rising) Release the Sardaukar. Baron... give this little abomination to the storm. They all leave the room, including the Sardaukars. -- 270A. through 271. (Deleted) 272. INT. STEEL TENT - EMPEROR'S SPACE SHIP - DAY BARON I have her, Majesty! The Baron floats down to her. Alia turns to him -- still smiling. With a flash of her hand she reaches out and swipes at the Baron's face. He CRIES OUT in pain. She pulls his suspensor plugs and pushes him back, then slowly shows him the tiny needle she holds in her hand. He spins crazily as he screams from the poison. 273. EXT. SHIELD WALL - ARRAKEEN - DAY Worms, each with hundreds of Fremen on them, come slithering through the newly-formed canyon in the Shield Wall. 273A. EXT. WORMS - SHIELD WALL - ARRAKEEN - DAY Paul rides the lead worm with Gurney and Stilgar by his side. The storm is howling and blowing with horrifying intensity. 273B. INT. EMPEROR'S SPACE SHIP - CONTROL ROOM - DAY The

Emperor and his Sardaukar officers in a darkened room where they are horrified to see on the screens the hundreds of worms which are coming into the Arrakeen valley. All their faces show fear. 272. BACK TO SCENE INT. EMPEROR'S SPACE SHIP - GREEN THRONE ROOM - DAY Suddenly the wall behind Alia and the spinning Baron is completely blown away by a BLAST. The Baron floats and spins out into the storm. 274. EXT. ARRAKEEN - DAY As the worms enter the Arrakeen basin they meet the Sardaukar. The Sardaukar don't have a chance -- the worms suck them up by the hundreds. The Fremen on the worm's backs fire weapons, killing the few Sardaukar the worms leave behind. 275. EXT. LANDING FIELD - ARRAKEEN - DAY The space ships which were recently airborne are now crashing because of the storm. -- 272A. NEW SCENE The Baron floats and spins high in the dust clouds of the storm over the Arrakeen Valley. 274A. NEW SCENE The worm, that Paul, Gurney and Stilgar are riding, suddenly rears up. Its mouth opens. The Baron appears as a tiny spinning shape. He flies directly into the mouth of this collosal worm and is devoured. 277. EXT. STEEL TENT - LANDING FIELD - ARRAKEEN - DAY A thousand Fremen battle Sardaukar outside the Emperor's tent. They soon overpower them and rush into the giant steel structure. 278. EXT. LANDING FIELD - ARRAKEEN - DAY The entire airfield is now filled with wild worms, Fremen, and dead or dying Sardaukar. 276. EXT. LANDING FIELD - ARRAKEEN - DAY Alia moves dreamily among the dying Sardaukar. 279. through 280. (Deleted) 281. INT. GREAT HALL - ARRAKEEN PALACE - DAY Paul enters the Palace hall and the first thing he sees is the giant bull's head. The horns have been blown off and the Atreides banner has been stuffed and wired into the mouth. A WIND moans through the Palace. Paul turns. Gurney and several guards bring in the Emperor, Irulan, the Reverend Mother, Sardaukar generals, Guildsmen, Feyd and Thufir. The Fedaykin and Fremen troops line the walls. Paul's eyes meet Feyd's -- Feyd gives him an evil smile. Paul turns and looks at the Emperor, who stares back defiantly. Paul moves his gaze to Irulan, who lowers her eyes. He then sees his old teacher, Thufir Hawat, whose tired eyes wander helplessly. -- PAUL Gurney... I see Thufir Hawat among the captives. Let him stand free. GURNEY My Lord? PAUL Let him stand free! The Emperor turns nervously to Feyd, who passes a golden dagger to Thufir. FEYD (to Thufir) The antidote... GURNEY (gestures to Thufir) Thufir. Come. Thufir approaches Paul, concealing the knife. They come face to face. The Emperor seems strangely tense at this moment. Paul notices this. He looks Thufir over. PAUL (CONT'D) (inner voice) A knife.... (out loud) In payment of the many years of service to my family, you may know ask of me anything you wish. Anything at all. (quietly) Do you need my life, old friend? He turns his back on him. PAUL (CONT'D) (quiet) It is yours. Thufir's eyes grow sad and wide. PAUL I mean this, Thufir. If you are to strike, do it now. Thufir's hand rises, as Jessica gasps, but the old Mentat pulls his heart plug out with a quick tearing motion. Paul turns and catches him as he sags. His head lolls back and he looks up to Paul

urgently. -- THUFIR (CONT'D) Three... generations... of you... His breath escapes him and he is dead. PAUL (to the guards) Carry this noble Atreides warrior away. Do him all honor. The guards do as they are instructed. PAUL Emperor Shadam the IV... there are Guild Heighliners above us containing many Great Houses of the Lansraad.... SEND THEM BACK! EMPEROR How dare you speak to me... GUILDSMAN #2 (speaking into electric microphone) Stop your speaking!! PAUL (to the Guildsmen) Good. You have some idea of what I would do but I will tell it to one who has never been seen... one who hides deep in the Heighliner control rooms. He will hear it first. GUILDSMEN #3 (fear) No! Paul smiles as we move closer and closer to him. 282. INT. CONTROL ROOM - HEIGHLINER - SPACE Suddenly we are in the Heighliner control room, near the floor in the chemical spills. We move up into the orange gas. THUNDERING begins to shake the Heighliner. PAUL (V.O.) Where are you.... Let me see you or there will be no spice. -- We move into very thick gas and there is a ROARING. Suddenly Paul sees the Third Stage Navigator. PAUL (V.O.)(CONT'D) You know what I'm about to say is true.... I have the power to destroy the spice forever. The Guild Navigator's mouth stretches back in a horrible MOAN. The moan becomes more pained and grows louder and louder. 283. INT. GREAT HALL - ARRAKEEN PALACE - DAY The Guildsmen in the room are MOANING and SCREAMING and swarming out towards the doorway -- the Fremen stop them. The Emperor and all are amazed and frightened. There is a long hush. The old Reverend Mother then turns and glares at Paul. PAUL (CONT'D) Don't try your powers on me. Try looking into that place where you dare not look. You'll find me there staring back at you!! You Bene Gesserit have waited ninety generations to produce the one person your schemes required. Here I stand. But... I will never be yours. REVEREND MOTHER Stop him, Jessica! JESSICA Stop him yourself. PAUL You saw a part of what the race needs in the beginning. In time you perverted the truth. You sought to control human breeding and intermix a select few according to a selfish master plan. How little you understand. REVEREND MOTHER You mustn't speak of... PAUL (using The Voice) SILENCE! The old woman is shot backwards by the power of his shout. Her breath is knocked out of her. PAUL (CONT'D) I remember your gom jabbar, now you remember mine. I can kill with a word. -- A Fedaykin stand forward and recites from the prophecy. FEDAYKIN #1 ...and his word shall carry death eternal to those who stand against the righteous. Feyd hears this and is angered. FEYD The righteous! PAUL (to Emperor) There is a Harkonnen among you. Give the

Harkonnen a blade and let him stand forth. EMPEROR If Feyd wishes, he can meet you with my blade in his hand. FEYD I wish it. (steps forward) GURNEY This is a Harkonnen animal. Let me, please, my Lord. PAUL The Emperor's blade. Feyd takes up the Emperor's blade with a smile. Paul takes out his crysknife. They begin to circle each other. Paul smiles, circling still. Suddenly, Feyd leaps, his blade jabbing savagely outward, but Paul easily evades it, moving away. They begin to circle again. He makes another pass at Paul that comes dangerously close, but again, Paul is away, a frozen smile on his face. FEYD Why prolong the inevitable? I will kill you! I will kill him! Feyd smiles. He lashes out biting Paul's hand. Feyd LAUGHS in triumph. Feyd leaps forward jabbing, his right hip also forward. Yet Paul, although a little slowly, again reels away. Again, Feyd thrusts. -- This time Paul jabs with his crysknife, but Feyd moves away effortlessly. Feyd counters and kicks Paul to the ground. CHANI Paul! Paul is up instantly and he circles with Feyd. FEYD (smiling) Who is the little one? A pet, perhaps? Will she deserve my special attentions? Paul jabs out, his crysknife slashing. Feyd grabs his arm, and Paul his, the two men locked in a straining clinch. Feyd presses his right hip closer and closer to Paul's body. Paul strains to keep it away. Suddenly, the gom jabbar flips out of Feyd's girdle, but on the left side, and he lunges powerfully with it at Paul, who just barely misses taking it in his skin. He throws Feyd back, but not before Feyd's feet strike out, sending Paul to the floor. Feyd leaps onto him. FEYD (whispering) You see... your death... my blade will finish you. Suddenly, Paul, with lightning swiftness, pushes Feyd up and over. He is on top of him in a flash. Paul's crysknife flashes up, thrusting upward through Feyd's jaw. Feyd's mouth opens as the knife continues up through his tongue and through to his brain. Feyd's eyes go wild, then glaze over as he jerks dead on the floor. Paul slowly gets to his feet, breathing heavily. Anger still seething in him, Paul issues a SOUND -- a loud, horrible, powerful sound, and Feyd's internal organs rupture and the stone floor under him cracks open. The Fedaykin smile. FEDAYKIN #2 Usul no longer needs the weirding module. Everyone stares in disbelief. Paul looks to the Emperor. PAUL Now, I will tell you how it will be. Irulan shall be my wife, opening the way for an Atreides to take the throne. EMPEROR I sit on the throne!! -- PAUL You will sit on a throne on Selusa Secundus, your prison planet. Either that or you will die. The Emperor is still. Paul moves to Chani. PAUL (CONT'D) (to Chani) The Princess shall have no more of me than my name... no child of mine or touch the softness of glance... nor instant of desire.... This is my promise to you... (whispering) ...my love. Paul turns back to the others. Jessica turns to Chani and whispers to her. JESSICA Think

on it Chani... We who carry the name of concubine... history will call us wives. Alia enters with two monks. She signals and one of them places a cloak over Paul's shoulders. PAUL The Fremen have the word of Muad'dib. They will have their Holy War to cleanse the Universe... they will have Arrakis... Dune... their planet. There will be flowing water here open to the sky and rich green oases. For the spice there will always be some desert. There will be fierce winds and trials to toughen men. We Fremen have a saying... (he stares at the Reverend Mother) "God created Arrakis to train the faithful." One cannot go against the word of God. Everyone in the room stares at him soundlessly. ALIA And how can this be? There are three powerful drum hits. ALIA (CONT'D) For... he is the Kwisatz Haderach! -- 284. EXT. ARRAKEEN PALACE - DUSK Paul opens his mouth and issues an ever increasing wind. Lightning and thunder begin. Clouds begin to form over the Palace. In the half-light of dusk, thousands of Fremen watch the sky. Giant golden lights are illuminated and their rays shoot far into the sky illuminating the growing clouds. Five tremendous bolts of lightning suddenly unleash a downpour of RAIN ON ARRAKIS. The Fremen stand awestruck as they are drenched with water falling from the sky. 285. INT. GREAT HALL - ARRAKEEN PALACE - DAY WE MOVE through Paul's glowing blue eyes into beautiful blue luminescent light. A gigantic WIND arises, and suddenly appearing in the blue light is an ocean of light rolling like gold glass off into infinite. The blue becomes darker and a golden lotus flower blooms in the night. THE END This script was found in INFlow. It was shameless taken off from somewhere else, may god, copyright owners and people who worked hard and were not credited forgive us.

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