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

               ACT ONE

               MONTAGE

               A series of short DISSOLVES.  The history of Human aggression 
               play out in visuals as sections from Klaatu's final speech 
               from the original movie plays as a voice over:

               - Nuclear testing.

                                     KLAATU (V.O.)
                         The Universe grows smaller everyday - 
                         and the threat of aggression by any 
                         group - anywhere - can no longer be 
                         tolerated.

               - The Korean War.

                                     KLAATU (V.O.) (CONT'D)                     *
                         There must be security for all or no 
                         one is secure...

               - Joseph McCarthy warning against communism.

                                     KLAATU (V.O.) (CONT'D)
                         You're ancestors knew this when they 
                         made laws to govern themselves - and 
                         hired policemen to enforce them.

               - The assassination of John F. Kennedy.

                                     KLAATU (V.O.) (CONT'D)
                         We of the other planets have long 
                         accepted this principle.  For our 
                         policemen we have created a race of 
                         robots.

               - The Vietnam War.

                                     KLAATU (V.O.) (CONT'D)
                         At first sign of violence they act 
                         automatically against the aggressor.  
                         And the penalty for provoking their 
                         action is too terrible to risk.

               - The Space Program launching the Apollo Missions.

                                     KLAATU (V.O.) (CONT'D)
                         The result is that we live in peace, 
                         without arms or armies, secure in 
                         the knowledge that we are free from 
                         aggression and war.

               - Neil Armstrong on the moon.

-----------------------------------------------------------------------------------------------------
                                                                         2.


                                     KLAATU (V.O.) (CONT'D)
                         I came here to give you the facts.  
                         It is no concern of ours how you run 
                         your planet - but if you threaten to 
                         extend your violence, this Earth of 
                         yours will be reduced to a burned 
                         out cinder.

               - The first Gulf War.

                                     KLAATU (V.O.) (CONT'D)
                         You're choice is simple.  Join us 
                         and live in peace.

               - The second Gulf War.

                                     KLAATU (V.O.) (CONT'D)
                         Or pursue your present course - and 
                         face obliteration.

               - The first Mars rover mission.

                                     KLAATU (V.O.) (CONT'D)
                         We will be waiting for your answer.  
                         The decision rests with you.

               EXT. U.S. CAPITOL -- DAY

               We zoom in slowly on the U.S. Capitol as we hear:

                                     DR. BARNHARDT (V.O.)
                         I find that this committee as well 
                         as the administration is quite naive 
                         in its belief that somehow we are 
                         safe from harm.

                                                                    CUT TO:

               INT. SENATE HEARING - SETI COMMITTEE -- DAY

               DR. JOSEPH BARNHARDT, a man of about fifty-three years of 
               age and nephew of the great Professor Barnhardt, dressed in 
               tweed and every bit the beleaguered scientist, sits behind 
               an oak table with files spread across it.

               Across from Dr. Barnhardt sit a row of very stern looking 
               SENATORS, none of which seem amused or affected by what Dr. 
               Barnhardt is saying.

               A Legend appears across the bottom of the screen: SENATE 
               HEARING - COMMITTEE ON THE SEARCH FOR EXTRA TERRESTRIAL 
               INTELLIGENCE (SETI)

               The room is filled with press, photographers camera's flash 
               as Dr. Barnhardt pleads his case to the Senate Committee.

-----------------------------------------------------------------------------------------------------
                                                                         3.


                                     DR. BARNHARDT
                         As my findings show, unexplained 
                         contact with our atmosphere in the 
                         last five years has doubled.  It is 
                         my firm belief that we are being 
                         probed by the society that  visited 
                         us over fifty years ago.  The fact 
                         that no one here seems to remember, 
                         or care for that matter, about the 
                         warning issued to us that dark day 
                         troubles me to no end.  The continual 
                         pursuits of the United States...

               SENATOR MAXWELL, lightly gray hair woman in her sixties, 
               Chair of the Committee cuts Dr. Barnhardt off.  It's obvious 
               she commands the room and respect from those around her.

                                     SENATOR MAXWELL
                         Dr. Barnhardt, everyone on this panel 
                         appreciates all of your hard work 
                         and the hard work of your colleagues.

                                     DR. BARNHARDT
                              (frustrated)
                         I don't think you do...

                                     SENATOR MAXWELL
                         But it is our opinion that we have 
                         little reason to be concerned about 
                         the possibility that there might be 
                         a return from the visitor Klatuu or 
                         any other traveler from his society.  
                         If they were so concerned they would 
                         have sent someone after the first 
                         Apollo mission or the first shuttle 
                         launch or the Mars rover...

                                     DR. BARNHARDT
                              (insistent)
                         But Senator Maxwell, with the U.S.'s 
                         plans for a manned mission to Mars 
                         will bring even more attention to 
                         us.  Our manned moon missions might 
                         have gone unnoticed, as well as our 
                         small rovers, but a manned mission 
                         to Mars might be the thing that tips 
                         the scales against us...

               Dr. Barnhardts interruptions has begun to irritate Senator 
               Maxwell and she cuts him off.

                                     SENATOR MAXWELL
                         We are still not convinced he or 
                         anyone else have reason to return.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     SENATOR MAXWELL (CONT'D)
                         The end of the arms race should signal 
                         to any other-worldly civilizations 
                         that the Earth is a civilized planet.  
                         Our aggressive intentions...

                                     DR. BARNHARDT
                         Is meaningless when our long term 
                         efforts to disarm ourselves have 
                         been neglected and when there is a 
                         renewed public interest cheap nuclear 
                         power in lieu of sustainable renewable 
                         resources.

               Senator Maxwell looks at Dr. Barnhardt with piercing eyes.  
               She is not used to be cut off so abruptly. 

                                     SENATOR MAXWELL
                         We appreciate your zeal Doctor.

               Unconcerned or oblivious to Senator Maxwell's back handed 
               compliment, Dr. Barnhardt continues with continued impatient 
               enthusiasm. 

                                     DR. BARNHARDT
                         I can't believe how casual you are 
                         being about this?  We're not talking 
                         about some far away possibility, we 
                         were warned.  "This Earth of yours 
                         will be reduced to a burned-out 
                         cinder." How can you not be worried?  
                         How can you not care?  "Join us and 
                         live in peace.  Or pursue your present 
                         course and face obliteration." How 
                         much clearer can it be put?

                                     SENATOR MAXWELL
                              (controlling her own 
                              anger)
                         Last time we checked Doctor, that 
                         was fifty years ago.  Now in that 
                         time how many times have we been 
                         contacted?

               DR. BARNHARDTS 

               Eyes sway over to another Senator. 

               SENATOR BENSON, a man in his sixties with graying hair and 
               glasses.  The two lock eyes for a moment, as if commiserating.  
               Senator Benson has long supported Dr. Barnhardt, but it's 
               clear he's losing his own patience with the Doctor.  
               Barnhardt's eyes return to Senator Maxwell. 

                                     DR. BARNHARDT
                         None.

-----------------------------------------------------------------------------------------------------
                                                                         5.


                                     SENATOR MAXWELL
                         How many signs have there been that 
                         we might be in danger?

                                     DR. BARNHARDT
                         None.  But that doesn't mean...

                                     SENATOR MAXWELL
                         Until you can provide us with 
                         undeniable proof of the possible 
                         return of an Alien life form, we 
                         have no reason not to continue with 
                         the planned manned mission to Mars 
                         or to order the halt on construction 
                         of a public space port in New Mexico.

                                     DR. BARNHARDT
                         But Senator...

               DR. BARNHARDTS 

               Face is one of complete exasperation. 

               THE SENATORS 

               Faces, ones of stone cold and expressionless.

                                     SENATOR MAXWELL
                         The panel would like to thank you 
                         for your time, doctor.

                                                                    CUT TO:

               INT. U.S. CAPITOL - HALLWAY -- DAY

               We see Dr. Barnhardt from a distance exit through a set of 
               large doors into a stately hallway of the US Capitol.  He 
               carries a number of files as he walks deliberately out of 
               the room.  An AIDE walks up to Dr. Barnhardt and hands him a 
               note.

                                                                    CUT TO:

               INT. SENATOR BENSON'S OFFICE -- MOMENTS LATER

               The office is a stately study, with large bookshelves and a 
               number of science fiction paraphernalia.  The Senator's 
               affinity for outer space is clear. 

               We pan past a black and white photo of Senator Benson as a 
               child and KLAATU, the space traveler from 1951. 

               SENATOR BENSON 

               Sits in a large "smoking" chair, having just lit a cigar.  A 
               knock as the door.  The Aide sticks his head in.

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     AIDE
                         Sir?  Dr. Barnhardt, as you requested.

                                     SENATOR BENSON
                         Send him in.

               The Aide opens the door and Doctor Barnhardt enters.

                                     SENATOR BENSON (CONT'D)
                         Dr. Barnhardt.

                                     DR. BARNHARDT
                         You wanted to see me?

                                     SENATOR BENSON
                         Yes, yes.  Sit down.  Sit down.

               Dr. Barnhardt sits in another oversized chair.  He holds his 
               files meekly on his lap.

                                     DR. BARNHARDT
                         I thought smoking was prohibited in 
                         federal buildings?

                                     SENATOR BENSON
                         It is.  But Congress is exempt from 
                         the workplace laws it makes.  Helps 
                         to move the process along.

                                     DR. BARNHARDT
                         You sent for me sir?

               A file nearly slips out of Barnhardt's lap, but he catches 
               it.  He looks up and the Senator, who takes a deep breath. 

                                     SENATOR BENSON
                         I have an affinity for history, 
                         specifically that day in American 
                         history.  Which is part of the reason 
                         I support your project so much.

                                     DR. BARNHARDT
                              (flustered, fixing 
                              his position with 
                              the files)
                         And I'm very appreciative Senator..

                                     SENATOR BENSON
                         But that support may have to come to 
                         an end in the very near future.

                                     DR. BARNHARDT
                         I'm sorry?

               SENATOR BENSON

               Rises and begins to pace the room.

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     SENATOR BENSON
                         I share your fear of their return.  
                         That one day this little planet of 
                         ours will be turned to a dusty cinder.  
                         But unfortunately, my fears have 
                         grown old.

               He stops pacing and stares at the picture of him and Klaatu, 
               his voice one of nostalgia and wistfulness. 

                                     SENATOR BENSON (CONT'D)
                         Like the lessons of December 7th, 
                         1941, 1951 is too far into the past 
                         for anyone to care.  It's all about 
                         9/11 these days.

                                     DR. BARNHARDT
                         So what do I do then?

               Senator Benson turns to Barnhardt and with a forceful tone 
               says: 

                                     SENATOR BENSON
                         Find something Doctor.  Anything.  
                         Otherwise, Senator Maxwell will see 
                         to it that the plug gets pulled, 
                         whether you like it or not.

               INT. BARNHARDTS HOUSE/LAB -- AFTERNOON

               Dr. Barnhardt walks through his front door, hanging his hat 
               on a hook.  As he walks through the hallway, dropping his 
               coat on the floor, and setting down his briefcase, we see 
               that his house is a mess. 

               FILE AND PAPERS 

               Are stacked everywhere.  He walks over to his desk and sits 
               down at his chair.  He picks up a remote control and presses 
               "on". 

               THE TV 

               In the corner of the room comes to life.  CNN pops on the 
               screen, an attractive CNN ANCHOR continuing her report.

                                     CNN ANCHOR
                         ...Dr. Joseph Barnhardt presented to 
                         the Senate Committee on 
                         Extraterrestrial Affairs.

               The TV cuts to footage of Dr. Barnhardt presenting to the 
               committee.

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     DR. BARNHARDT
                              (in the TV)
                         The increased, unexplained celestial 
                         activity points directly to the 
                         possibility that we are continuing 
                         to be monitored by extraterrestrial 
                         being, like the one that visited 
                         fifty four years ago.

               The TV cuts back to the Anchor.

                                     CNN ANCHOR
                         Dr. Barnhardts was expressing concern 
                         over the proposed manned missions to 
                         Mars, schedule to occur in 2025.

               DR. BARNHARDT 

               Looks over at a picture of his Uncle, Professor Jacob 
               Barnhardt.  His face is filled with worry and concern.  
               Failing his uncle like this is not something he is please 
               with.  The CNN Anchor continues on. 

                                     CNN ANCHOR (O.S.) (CONT'D)
                         His worries that our continued 
                         expansion inside of our solar system 
                         might bring attention by the powerful 
                         other worldly society that visited 
                         Earth in the 1950's fell on deaf 
                         ears.  A day the Doctor fears may be 
                         fast approaching.

               EXT. STREETS OF WASHINGTON D.C. -- NIGHT

               There is snow on the streets, a slight slush washes over the 
               ground.  The moon is full, shimmering brilliantly on the 
               crisp white snow.

               STEVEN, an attractive and tall white male, thirty-five years 
               of age, walks briskly through the light snow that falls in a 
               darkened alley way.  His army jacket is slightly damp, his 
               ruck sac slung over his right shoulder bumps against his 
               back as he walks.  He is a slender man, his hair a wavy mop 
               on top of his head.  He's a traveled man, one with a past 
               that is much deeper than his tired face reveals.  Steven 
               stops in his tracks and looks to the night sky. 

               A SHOOTING STAR 

               Crosses the night sky. 

               STEVEN 

               Looks at it slightly puzzled.  He looks down at his wrist. 

               HIS WATCH

-----------------------------------------------------------------------------------------------------
                                                                         9.


               A beautiful light green-silver device stands out against his 
               shabby attire.  The display show various cryptic symbols of 
               a language not of this earth.  He taps a button the side of 
               the watch, and the display clicks over to the actual time 
               that reads: 11:42.

               SMACK. 

               A wooden baseball bat cracks across the back of Steven's 
               head, knocking him down to his knees. 

               THREE GANG MEMBERS savagely kick and punch at Steven. 

               GANG MEMBER ONE 

               Grabs Steven's ruck sac.

               GANG MEMBER TWO pulls on Steven's arm, doing his best to rip 
               Steven's watch off his arm.

                                     GANG MEMBER ONE
                         Get his watch!  Get his watch!

                                     GANG MEMBER TWO
                         I'm tryin'!  It won't come off!

               A SIREN sounds.  A search light flashes out from a POLICE 
               CAR.

                                     GANG MEMBER THREE
                         Let's go!  Let's go!

               The Gang Members take off down the alley, one with Steven's 
               bag in his hand.  A POLICE OFFICER gets out of his car and 
               walks up to Steven. 

               THE POLICE OFFICER 

               Shines his flash light on Steven, who is rolling on the ground 
               spitting up blood. 

               STEVEN blinks and vainly shields his eyes from the light.  
               Blood drips from above his eyes. 

               STEVENS POV

               The Police Officer talks into his walkie talkie.

                                     POLICE OFFICER
                         I got a 11-47, over.

               There's an affirmative response on the other end.  Steven's 
               vision fails him as the Police Officer fuzzes into a tall 
               hazy mass. 

               STEVEN

-----------------------------------------------------------------------------------------------------
                                                                        10.


               Falls unconscious.

               INT. GOSPEL RESCUE MINISTRIES - LORETTA'S OFFICE -- NIGHT

               It's a sparsely furnished office, with a couch, a desk, a 
               computer, and a few chairs.  Posters that are ten years old 
               hang on the walls, a failed attempt to make an unattractive 
               space more hospitable.  A few pictures sit on the desk along 
               with a placard that says: LORETTA NEAL, DIRECTOR.  The TV in 
               the corner flickers with the news.

               LORETTA NEAL, black, attractive and in her mid-thirties, 
               sits behind her desk reading through files.  She half listens 
               to it and half pays attention to her files.  She's a hard 
               worker, who's dedication to her work borders on fanatical.  
               She wants to do good in this world and it shows.

               TV 

               MSNBC is showing archived footage of Dr. Barnhardt on Hardball 
               with Chris Matthews.

                                     DR. BARNHARDT
                         The point is Chris, this 
                         administration refuses to accept the 
                         very facts that are before them.

                                     CHRIS MATTHEWS
                         Are you saying that you have proof, 
                         Dr. Barnhardt?  Because conjecture 
                         will only get you so far in this 
                         line of thinking.

               LORETTA 

               Finally tired of not concentrating on one thing picks up the 
               remote and turns off the TV.

                                     EARVIN (O.S.)
                         Can't concentrate?

               Loretta looks over to her office door.  

               EARVIN, a young 20 something Black man, with a big smile and 
               bigger eyes stands in the door.  His smile is as broad and 
               warm.

                                     LORETTA
                         I think I've been staring at these 
                         things for too long.

                                     EARVIN
                         You want me to hang out while you 
                         finish?  Walk you out to your car?

-----------------------------------------------------------------------------------------------------
                                                                        11.


                                     LORETTA
                         No, thanks Earvin.  I think I'll try 
                         and stare at them a bit more.  You 
                         should head home though.  We got a 
                         long day tomorrow. 

                                     EARVIN
                         Their all long days.  You should 
                         head home too.

                                     LORETTA
                         I will.  Very soon. 

                                     EARVIN
                         All right then.  I'll catch you 
                         tomorrow Loretta.

               Loretta smiles at Earvin as he leaves.  She stares back down 
               at her paperwork, then back over at the TV.  Dr. Barnhardt 
               is still talking.  The phone rings and Loretta answers.

                                     LORETTA
                         Hello?

                                                                    CUT TO:

               EXT. RWANDAN VILLAGE -- DAY

               Steven walks down the street Rwandan village, holding hands 
               with a beautiful African woman.  A YOUNG GIRL runs up and 
               tackle hugs Steven.  He picks her up and tickles her.  Lights 
               begin to flicker in Steven's face.  He shields his eyes.  We 
               hear the RINGING that fills his ears. 

               INT. HOSPITAL EMERGENCY ROOM -- NIGHT

               Steven awakens to find himself laying in a hospital bed.  
               His face is puffy and bloody, his eye looks like it's going 
               to pop out of his head.  An I.V. is plugged into his free 
               arm. 

               THE POLICE OFFICER AND A NURSE

               Stand a few steps away from him.  The NURSE is a thick woman 
               in her forties. 

               STEVEN 

               Watches them intently, reading their lips. 

               VARIOUS ANGLES

               He makes out "homeless vet" from the Police Officer and 
               "shelter" from the Nurse.

               The two finish talking and part ways.  The Nurse walks over 
               towards Steven, his eyes firmly entrenched on her.

-----------------------------------------------------------------------------------------------------
                                                                        12.


               Steven's demeanor is very cold.

                                     NURSE
                         Looks who found his way back to the 
                         world of the conscious.

                                     STEVEN
                         I have to get my bag back.

                                     NURSE
                         I'm sure we'll be able to help you 
                         sufficiently replace your belongings.

                                     STEVEN
                         No, you don't understand.

               Steven grabs the Nurse by the arm.

                                     STEVEN (CONT'D)
                         I have to get my bag back.

               The Nurse winces slightly under Steven's grip.  She's not 
               thrilled with his beside manner.

                                     NURSE
                         Sir...

               The Nurse uses her other hand to wrench herself from Steven's 
               grip.

                                     NURSE (CONT'D)
                         I will help you any way I can.  But 
                         you have to trust me.  We'll get you 
                         your bag back.  You need to be 
                         patient.  It'll take time.

                                     STEVEN
                         Time is the one thing I don't have 
                         left.

               The Nurse smiles.

                                     NURSE
                         I'm sorry sir.  You'll just have to 
                         wait.

               The Nurse begins to work on his face, cleaning up the blood 
               and patching what she can.

                                     STEVEN
                         I heal very quickly.  This really 
                         isn't necessary.

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     NURSE
                              (losing patience)
                         Unless you want to lose your eye to 
                         an infection, or a part of your ass 
                         to my foot, you're just gonna have 
                         to wait.

                                     STEVEN
                         I really need to go.

               The Nurse glances back. 

               LORETTA 

               Walks in through the sliding glass doors of the hospitals 
               Emergency room.  Her eyes dart around as if looking for 
               something.

                                     NURSE
                         I'll be right back.  You don't go 
                         anywhere.

               The Nurse walks over to meet Loretta.

                                     NURSE (CONT'D)
                         Loretta!

                                     LORETTA
                         Janet!  How are you?

               The two hug.  They're old friends. 

                                     NURSE
                         I'm fine.  Sorry to call you out 
                         like this but I thought you might 
                         know him.  He was assaulted in your 
                         area.

                                     LORETTA
                         No problem.  I was working late 
                         anyway.  How is he?

               The two head toward Steven's bed.

                                     NURSE
                         He's pretty torn up, no ID, refuses 
                         to tell us his name or where he comes 
                         from.

               As the two approach, Steven is pulling the monitoring devices 
               off of his body and ripping the IV out of his arm.  The Nurse 
               and Loretta run to his side.

                                     NURSE (CONT'D)
                         Whoa whoa whoa!  What do you think 
                         you are doing?

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     STEVEN
                              (without looking at 
                              them)
                         I have to leave.

                                     NURSE
                         Not until I say you can leave.

                                     STEVEN
                         Get out of my way.

               Steven tries to sit up, but the Nurse clotheslines him and 
               lays him back out.

                                     NURSE
                         You still stay here until I tell you 
                         differently.  Understand?

               Steven replies with nothing but an androgynous glare.  His 
               gaze turns to Loretta.  They stare at one another like their 
               old friend.  In each other's eyes they recognize something 
               in each other.  Loretta almost speaks, then doesn't. 

               The Nurse steps aside with Loretta to speak privately.

                                     NURSE (CONT'D)
                         We did a psyche consult and they 
                         refuse to admit him.  He's very 
                         insistent about getting his bag back.  
                         Is he one of yours?

               Loretta pulls her gaze away momentarily to answer the Nurse.

                                     LORETTA
                         No, I don't think I've ever seen him 
                         before.

               Loretta turns back to Steven, who's eyes are still on her.  
               She steps away from the Nurse to Steven.

                                     LORETTA (CONT'D)
                         Hello, I'm Loretta Neal.  I run the 
                         a Gospel Rescue's Mission on Fifth 
                         Street.

               Steven is silent, but Loretta is locked in on his eyes.  
               Behind his eyes she feels like she sees it all and wants to 
               help.

                                     LORETTA (CONT'D)
                         Do you need a place to stay?  A warm 
                         bed to sleep in?

                                     STEVEN
                         I need my bag.

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     LORETTA
                         Ok, well, why don't you come with me 
                         and we'll see what we can do about 
                         getting you your bag back?

               Steven shows his first sign of a smile.

                                                                   CUT TO: 

               INT. LORETTA'S OFFICE -- NIGHT

               Loretta leads Steven into her office.  Loretta walks over 
               and moves files off her couch and onto the floor.

                                     LORETTA
                         All the beds are full, so you're 
                         going to have to sleep on my couch.

                                     STEVEN
                         I really need to find my bag.

                                     LORETTA
                         In the morning.

               Loretta walks over to a cabinet and pulls a few blankets and 
               pillows out.

                                     STEVEN
                         Do this a lot?  Let strangers stay 
                         in your office?

               Loretta hands Steven the blankets and pillows.

                                     LORETTA
                         Honestly.  No.  I don't.  But you 
                         have a kind face.  And blind trust 
                         is a big part of my job.

               Loretta heads for the door.

                                     STEVEN
                         I really need to find my bag.

               Loretta pauses.

                                     LORETTA
                         You feel like telling me your name 
                         yet?

                                     STEVEN
                         Steven.

                                     LORETTA
                         We'll find it in the morning Steven.  
                         You just have to have faith.

-----------------------------------------------------------------------------------------------------
                                                                        16.


               Loretta exits, closing the door behind her.  Steven looks 
               around the room, inventorying his surroundings.  He picks up 
               a picture from the desk and looks at it for a moment then 
               sets it down.

               Steven sits on the couch, reaching into his jacket and pulling 
               out a small squeeze bottle.  He squeeze a small amount onto 
               his fingers and begins to rub it onto his wounds.  He winces 
               in pain.

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - LORETTA'S OFFICE -- LATER

               STEVEN

               Lies on the couch asleep, the blanket covering him.  His 
               jacket sits on a nearby chair.

               STEVEN'S EYE

               Is healing quickly and we see is slowly losing its swelling 
               at a faster rate than normal. 

                                                                    CUT TO:

               EXT. RWANDAN VILLAGE - ARTIST'S COTTAGE -- DAY

               The beautiful African woman from earlier sits as the muse 
               for a painting.  Silence fills the room as Steven paints her 
               on a large wooden plank, like the Mona Lisa.  Steven crisp, 
               clean shirt flutters in the draft. 

               STEVEN 

               Stares and smiles at her. 

               THE AFRICAN WOMAN 

               Smiles coyly back.

               STEVEN 

               Turns his head.  He hears something, but we hear nothing.  
               Steven looks back. 

               THE AFRICAN WOMAN 

               Continues to sit where she is, still smiling as if she hears 
               nothing. 

                                     STEVEN
                         Do you hear that?

               But nothing comes out of his mouth.  She continues to sit 
               and smile. 

-----------------------------------------------------------------------------------------------------
                                                                        17.


               Steven takes his painting implements with him and walks to 
               the front door. 

               Steven steps outside of the building to see hundred's of 
               Hutu Men waiting patiently, each wielding a machete.  Steven 
               looks down, his clean shirt is bloodied and dirty.  His 
               painting implements gone, he holds two machetes's of his own 
               that drip with blood.  He looks back at up the men.  The men 
               SCREAM and run at him.  This time we hear them and it is ear 
               piercing.

                                      END OF ACT ONE
 
-----------------------------------------------------------------------------------------------------
                                                                        18.


                                         ACT TWO

               INT. GOSPEL RESCUE MINISTRIES - DORMS -- MORNING

               Steven wakes with a start.  He's had another nightmare.  The 
               room is large and full of light.  It's a multiple bed dorm, 
               with beds lining the walls.  They are empty, their occupants 
               moved on for the day.  His face is completely healed.

               LEGEND: "One month later..." 

                                     JULIUS (O.S.)
                         Nightmare?

               Steven looks over to see JULIUS, an old African American man 
               in an Army Ranger Jacket.  Julius's face is weathered from 
               combat and life, but it is kind.  He is genuinely concerned 
               with Steven's well being. 

                                     STEVEN
                         Is there a reason you are watching 
                         me?

                                     JULIUS
                         You were shaking and twitching in 
                         your sleep.  I'm just making sure 
                         you actually wake up and weren't 
                         having a seizure.

                                     STEVEN
                         Oh... thanks, I guess.

               Steven sits up slowly.  He holds his head like it hurts.

                                     JULIUS
                         You're head ok?

                                     STEVEN
                         It's fine.  Just... nevermind.

               Julius looks more intently at Steven, studying his face.  
               Steven looks back with a perplexed expression.

                                     STEVEN (CONT'D)
                              (uncomfortably, but 
                              firm)
                         What? 

                                     JULIUS
                         Do I know you from somewhere?

                                     STEVEN
                         No.

                                     JULIUS
                         You spend a lot of time in shelters?

-----------------------------------------------------------------------------------------------------
                                                                        19.


                                     STEVEN
                         No.

                                     JULIUS
                         You been here a long time?

                                     STEVEN
                         A month. 

                                     JULIUS
                         That's a long time to spend in a 
                         shelter when you don't spend a lot 
                         of time in shelters.

               Steven squints at, w

                                     STEVEN
                         Is there a reason for this line of 
                         questioning?

                                     JULIUS
                         Just curious.  That's all.  See you 
                         around.

               Julius rises and exits.  Steven watches as Julius exits.  He 
               looks down at his watch.  Steven rolls his eyes back and 
               falls back onto the cot.

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - DINING AREA -- LATER

               The Dining area is full of people in line to get food.  Many 
               are homeless veteran's with nowhere to go.  Steven sits at a 
               table eating his breakfast of scrambled eggs and toast.

               STEVEN 

               Looks up to see Julius in the serving line, dolling out eggs 
               to the homeless.  The two men's eyes meet for a moment and 
               then Steven looks back down.

                                     EARVIN (O.S.)
                         Look who's back.

               Earvin sits down across from Steven.

                                     EARVIN (CONT'D)
                         How's it going?

                                     STEVEN
                         Eggs are soggy.

                                     EARVIN
                         I'll inform the chef.

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     STEVEN
                         When did that guy get here?

                                     EARVIN
                         Which one?

               Steven nods toward Julius.  Earvin turns to look.

                                     EARVIN (CONT'D)
                         Julius?  Couple days ago.  He lived 
                         here a while back, but we got him on 
                         assisted living.  He started 
                         volunteering while you were out on 
                         walkabout.  You find your bag?

                                     STEVEN
                         Nope.  My month long search has yet 
                         to bare any fruit.

                                     EARVIN
                         What if I told you that I know where 
                         to find it?

                                     STEVEN
                         What?

               Steven looks up from his soggy eggs with an urgent look at 
               Earvin. 

                                     EARVIN
                         Some guys at a party were bragging 
                         last night.  Saying how they gaffled 
                         some fool about a month ago.  Found 
                         some weird stuff in it.

                                     STEVEN
                         Really...

                                     EARVIN
                         What kind of weird stuff you keep in 
                         that thing?

               Steven's expression does not change in the face of the 
               question.  

                                     STEVEN
                         Do you know where they are?

                                     EARVIN
                         I might.  But there BGD... Black 
                         Gangster Disciples.  I don't think 
                         you want to mess with them.

               Steven just stares at Earvin.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        21.


               INT. HOUSING PROJECT - HALLWAY -- DAY

               Earvin and Steven stand in front of a door that has distinct 
               graffiti on it.  The markings of the BGD.  

               POV OF DOOR

               Steven kicks the door in. 

               INT. HOUSING PROJECT - BGD APARTMENT

               A MOVING SHOT 

               Of Steven as runs inside the apartment.  The inside is a 
               mess, couches with no legs, the windows draped shut with bed 
               sheets.  It looks like they've been squatting here as opposed 
               to living. 

               BGD MEMBERS 

               Scatter from the center, including the three who mugged 
               Steven.  Steven works his way through the apartment, disarming 
               various gang members from their weapons, and dispensing with 
               them easily.  He moves faster than they do and it's obvious.

               INT. HOUSING PROJECT - HALLWAY

               An OLD WOMAN, clutching her robe closed tightly in one hand 
               and a cat in the other, sticks her head out of her front 
               door.

                                     OLD WOMAN
                         Is it the police?

                                     EARVIN
                         Uh, yes ma'am.  It's a raid.

                                     OLD WOMAN
                         For drugs?

                                     EARVIN
                         Sure.

               NEW ANGLE 

               As a GANG MEMBER flies out through the front door and slams 
               into the hallway wall.  Earvin smiles at the Old Woman, who 
               squints at him suspiciously and closes her door.

               INT. HOUSING PROJECT - BGD APARTMENT

               POV STEVEN

               As Gang Member One is backing towards a corner, attempting 
               slide his clip into a gun.  His hands shake like crazy.

               POV GANG MEMBER ONE

-----------------------------------------------------------------------------------------------------
                                                                        22.


               We see Steven approaching deliberately, completely unafraid. 

               Just as Gang Member One locks the clip into place and raises 
               it to face Steven, Steven slaps it away and kicks Gang Member 
               One in the chest, launching him against the wall.  Steven 
               walks over and stands over Gang Member One.  He crouches 
               down in front of him.

                                     STEVEN
                         Where is my bag?

                                     GANG MEMBER ONE
                         I don't know what the...

               CRACK 

               Steven hits him one across his face, so fast we only see him 
               pulling his fist back away from Gang Member One's face.

                                     STEVEN
                         I'll ask again.  Where is my bag?

                                                                    CUT TO:

               INT. HOUSING PROJECT - HALLWAY -- MOMENTS LATER

               Steven walks out the front door of the apartment to a stunned 
               Earvin.

                                     EARVIN
                         Find your bag?

                                     STEVEN
                         No.  But I know where to look.

               Steven heads down the hall.

               Earvin glances inside the apartment.  He looks back down the 
               hall at Steven.

                                     EARVIN
                         What have I gotten myself into? 

                                                                    CUT TO:

               EXT. NATIONAL RADIO ASTRONOMY OBSERVATORY - DAY

               MOVING SHOT 

               Of the NRAO. 

               LEGEND: National Radio Astronomy Observatory, Green Bank, 
               West Virginia.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        23.


               INT. NATIONAL RADIO ASTRONOMY OBSERVATORY - DAY

               An ASTRONOMER sits at his desk, reading a reprinting of the 
               Oct. 1940 edition of Astounding Stories.  The NRAO building 
               is filled with banks of computers processing copious amounts 
               of information from its radio telescopes.  The Astronomer is 
               ignoring his own monitors, which hardly ever change.

               ASTRONOMERS COMPUTER SCREEN 

               The waves that had a normal pattern begin to grow and shift 
               at a rapid rate. 

               THE ASTRONOMER

               Glances at the computer screen, then does a double take. 

                                     ASTRONOMER
                         What the hell is that?

                                                                    CUT TO:

               EXT. BARNHARDTS HOUSE/LAB -- DAY

               DR. BARNHARDT 

               Sits in front of his computer screen, mulling over data.  He 
               looks at temperature spike levels and radio wave info.  The 
               phone RINGS.

                                     DR. BARNHARDT
                              (answering the phone)
                         Barnhardt.

                                     ASTRONOMER (V.O.)
                         Dr. Barnhardt, this is Steven Landry 
                         at the NRAO.  We're getting some 
                         strange interference that matches 
                         some wave forms that you asked us to 
                         look out for.

                                     DR. BARNHARDT
                         Really?

               INT. NATIONAL RADIO ASTRONOMY OBSERVATORY - DAY

               Same as before.  The lights on the consoles flicker and make 
               funny noises.

                                     ASTRONOMER
                         In fact, it's starting to affect my 
                         equipment.

               BLACKOUT.  The lights in the building go out and the 
               astronomer is sitting in total darkness.

-----------------------------------------------------------------------------------------------------
                                                                        24.


                                     ASTRONOMER (CONT'D)
                              (mildly afraid)
                         Dr. Barnhardt?  Dr. Barnhardt, are 
                         you there?

                                                                    CUT TO:

               INT. BARNHARDTS HOUSE/LAB -- CONTINUOUS

               ANGLE ON DR. BARNHARDT 

               Who is caught in a stare.  

               REVERSE ANGLE

               On a FIGURE in a trench coat, a fedora for a hat, standing 
               in the shadows by his front door.  He's a towering figure, 
               slender and imposing. 

                                     FIGURE
                         Dr. Barnhardt.

                                     ASTRONOMER (V.O.)
                         Dr. Barnhardt?

                                     DR. BARNHARDT
                              (into phone)
                         I'll have to call you back.

               Dr. Barnhardt hangs up.

                                     FIGURE
                         Hello, Doctor. 

               The Figure removes his fedora.  It is KLAATU, a tall man 
               that looks to be in his early 70's (even thought he is more 
               like 130) with a silver main of hair.  He's the spitting 
               image of himself from 1951 when he landed, but with more age 
               and a weathered expression on his face. 

                                     DR. BARNHARDT
                         Who are you?

                                     KLAATU
                         I'm a friend of your late uncle.  I 
                         was sad to hear of his passing.

                                     DR. BARNHARDT
                         My uncle... who are you?

                                     KLAATU
                         My name is Klaatu.

               A look of amazement and terror washes over Dr. Barnhardts 
               face.

-----------------------------------------------------------------------------------------------------
                                                                        25.


                                     KLAATU (CONT'D)
                         Do you mind if I have a seat?

               Dr. Barnhardts pauses for a moment and then nods heartily, 
               motioning to a seat in the corner across from him.

                                     KLAATU (CONT'D)
                         Thank you, Doctor.  You are most 
                         kind.

               Klaatu sits. 

                                     KLAATU (CONT'D)
                         I just seem to keep getting older, 
                         despite my best attempts to the 
                         contrary.

               Dr. Barnhardt is bewildered.  In all his days he never thought 
               he'd meet the mysterious traveler Klaatu. 

                                     DR. BARNHARDT
                         You should be dead, shouldn't you?  
                         I thought your life spans were only...

                                     KLAATU
                         One hundred and forty years?

                                     DR. BARNHARDT
                         Yes, exactly.  So if you were seventy 
                         eight on your last trip that would 
                         put you at... 

                                     KLAATU
                         That's if we were counting years on 
                         your planet, Doctor.  When I said 
                         that, I meant years on my planet, 
                         not here.

                                     DR. BARNHARDT
                         I see.  So that would make you?

                                     KLAATU
                              (mildly impatient)
                         Is this really necessary, doctor.

                                     DR. BARNHARDT
                              (embarrassed)
                         No.  No, of course not.  I'm sorry. 

                                     KLAATU
                         You're work has intrigued me for a 
                         long time Doctor.  Your attempts to 
                         track our monitoring of your planet 
                         has been admirable.

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     DR. BARNHARDT
                              (impressed with himself)
                         So you have been watching us.

               Klaatu picks up the picture of Professor Barnhardt from the 
               desk.  He looks at it with affection as he speaks. 

                                     KLAATU
                         Since before I came and ever since I 
                         left.  Your planet has never ceased 
                         to be a concern of ours.  As you 
                         have developed more and more advanced 
                         weaponry, our interests in your planet 
                         has grown.  And for a time, we thought 
                         you might solve the problem and 
                         destroy yourselves.  But that doesn't 
                         seem as likely anymore, which has 
                         led us to take more direct action.

               A wave of fear grips Dr. Barnhardt.  

                                     DR. BARNHARDT
                              (expressionless and 
                              terrified)
                         So you're here to destroy the planet.

               Klaatu looks up from the picture. 

                                     KLAATU
                         No, Doctor.  I'm not.

                                     DR. BARNHARDT
                              (quizzically)
                         Then what are you here for?

                                     KLAATU
                         Your Uncle helped me once.  He was a 
                         very great man.  I only wish I could 
                         have returned sooner to offer him 
                         the same option I'm going to give 
                         you.  So out of respect for his 
                         kindness and genius, I'm making you 
                         an offer.

                                     DR. BARNHARDT
                         What kind of an offer?

                                                                    CUT TO:

               INT. PAWNSHOP -- DAY

               Various pawned paraphernalia hang from the walls of the shop.  
               There are several glass cases that line the walls, filled 
               with things from camera's to knives. 

               THE PAWNSHOP OWNER, a balding fat man, is thrown against a 
               wall of his own merchandise.

-----------------------------------------------------------------------------------------------------
                                                                        27.


               Steven is in his ass kicking mode again.  He grabs the 
               Pawnshop Owner by the throat and holds him against the wall.

                                     STEVEN
                         I'm not a fan of violence.  I never 
                         have been.  Killing is never 
                         enjoyable.  Hurting people brings me 
                         no joy.  But I will end you if you 
                         do not give me back what is rightfully 
                         mine.

                                     PAWNSHOP OWNER
                              (through being choked)
                         It's.. it's in the back... just...

               Pawnshop Owner motions towards the back.  Steven looks over 
               and lets him go.  He shoves the Pawnshop Owner towards the 
               back.

                                     STEVEN
                         Then get it.

                                                                    CUT TO:

               INT. PAWNSHOP - BACKROOM -- CONTINUOUS

               The Pawnshop Owner squats in front of a safe, turning the 
               dials and putting in the combination.  He opens it and reaches 
               in.

               He pulls out Stevens bag and hands it to him.

                                     STEVEN
                         Is everything in it?

                                     PAWNSHOP OWNER
                              (nervously)
                         Yeah.  Yeah.  That thing started to 
                         glow and I got freaked out.  Haven't 
                         opened the safe in almost a month.

                                     STEVEN
                         Good.

               Steven turns around and exits.

               He passes by a VIDEO MONITOR and we see that there has been 
               a camera recording everything he's just done.

                                                                    CUT TO:

               EXT. BURGER JOINT -- DAY

               Steven and Earvin sit outside of a Burger Joint eating burgers 
               and fries.  The sun beats down on the two as they enjoy their 
               meal.  A few people litter the other tables, but it's a 
               relatively slow business day for the Burger Joint. 

-----------------------------------------------------------------------------------------------------
                                                                        28.


               There's silence between Earvin and Steven.  Earvin studies 
               his friend, who's head is down and concentrating on his food. 

                                     EARVIN
                         So tell me this, where did you learn 
                         to fight like that?

                                     STEVEN
                         Around.

                                     EARVIN
                         Around?

                                     STEVEN
                         Yup. 

                                     EARVIN
                         Anyone ever tell you you're a man of 
                         few words?

                                     STEVEN
                         A few.

                                     EARVIN
                         How does a guy, who seems to come 
                         from money end up getting mugged in 
                         some alley in DC, anyway?

                                     STEVEN
                         What makes you say I'm from money?

                                     EARVIN
                         That's a nice watch you got on there.

               Steven picks his head up and stares at Earvin.  He looks at 
               his watch and realizes it does look like it would be from a 
               monied individual.  

                                     STEVEN
                         A gift... from a friend.

                                     EARVIN
                         So how did you end up over there, 
                         man?

               Steven returns to eating, but is more congenial than he was 
               moments before.  He keeps his head up more to speak.

                                     STEVEN
                         I was trying to find Ellipse Park.

                                     EARVIN
                         What, you mean by the Washington 
                         Monument?

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     STEVEN
                         I'm supposed to be meeting someone 
                         in soon and I got lost trying to get 
                         there.

                                     EARVIN
                         You still having nightmares?

                                     STEVEN
                         Sometimes.

                                     EARVIN
                         You want to talk about it?

               Steven stares back down at his fries, returning to his more 
               morose self.

                                     STEVEN
                         No.

                                     EARVIN
                         Few words.  Well, I have to get to 
                         work.

                                     STEVEN
                         Back at the shelter?

                                     EARVIN
                         Nope.  My second job.  I have to 
                         lead a tour of French tourists through 
                         the Smithsonian.  You're more than 
                         welcome to come along.
                              (in French, with 
                              subtitles)
                         {The French love the morose.}

                                     STEVEN
                         {I'm not morose, I'm thinking.}

                                     EARVIN
                         You speak French?

               Steven doesn't answer, his head still hanging low.

                                     EARVIN (CONT'D)
                         Well, if you change you're mind, 
                         tour starts at 1pm. And now that you 
                         have your bag, I doubt you have much 
                         else pressing your time.  Catch you 
                         later.

               Earvin heads off.  Steven, realizing he's been rather rude, 
               picks his head up and yells after him.

                                     STEVEN
                              (yelling)
                         Thanks for lunch!

-----------------------------------------------------------------------------------------------------
                                                                        30.


               Earvin turns back and yells back to Steven. 

                                     EARVIN
                              (smiling)
                         No problem!  After all, what are 
                         friends for?

               Earvin turns back and continues walking.  Steven watches as 
               he goes.

               INT. WHITE HOUSE - HALLWAY -- DAY

               MOVING SHOT 

               Of Senator Benson trailing after the President's White House 
               Chief of Staff, JOHN SPENCER.  Spencer is in his mid forties, 
               he's sleeves rolled up, his tie perfect.  He's a busy man 
               and is obvious he doesn't want to be bothered by the Senator 
               right now.

                                     SPENCER
                         I know you want to see the President, 
                         Bob, but I can't get you in.

                                     SENATOR BENSON
                         John, this is incredibly important.  
                         If I could just...

               Spencer stops in his tracks and turns to face the Senator. 

                                     SPENCER
                         Bob.  I know what this is about.
                              (Benson tries to speak 
                              up, but Spencer 
                              continues)
                         I know you want us to restore funding 
                         to Dr. Barnhardt's person SETI 
                         program, but there isn't any money.

                                     SENATOR BENSON
                         But there's money for new tanks and 
                         aircraft carriers...

                                     SPENCER
                         What would you like us to do John?  
                         Protect ourselves from little green 
                         men that may or may not return?

                                     SENATOR BENSON
                         He wasn't little or green.

               Spencer continues walking toward his office, Senator Benson 
               in tow.

                                     SPENCER
                         I know, Senator.  I know.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     SPENCER (CONT'D)
                         My point is, we've got a great deal 
                         more immediate threats to worry about.  
                         Terrorism, poverty, AIDS.  Hell, 
                         we're even more concerned about Global 
                         Warming than we are about this.  
                         That should tell you something.

               They reach Spencer's office.  Spencer stops at the threshold 
               to it and spins around to face Senator Benson.

                                     SPENCER (CONT'D)
                         Look, John.  You're my friend.  And 
                         I appreciate all that you've done 
                         for me.

                                     SENATOR BENSON
                         Like your first job on my campaign.

                                     SPENCER
                         Yes, sir.  But I can't get you in to 
                         see him about this.  The moment 
                         Klacktow or whom ever you're expecting 
                         comes calling, trust me, you'll be 
                         the first person we call.  Now, if 
                         you'll excuse me.

               Spencer closes his office door.

                                                                    CUT TO:

               INT. BARNHARDTS HOUSE/LAB -- DAY

               Same as before.

                                     KLAATU
                         It's been good speaking with you, 
                         Doctor.  I hope you will consider 
                         what I've said.

               ANGLE FAVORING Klaatu as he stands and walks towards the 
               door, leaving Dr. Barnhardt with a look of bewilderment on 
               his face.

                                     DR. BARNHARDT
                         Where are you going?

                                     KLAATU
                         I have other friends I have to speak 
                         with.  Good day, Doctor.  And good 
                         luck.

               Klaatu exits. 

-----------------------------------------------------------------------------------------------------
                                                                        32.


               Dr. Barnhardt continues to just sit there, his look saying.  
               "What just happened?".  He glances over at picture of his 
               Uncle.

                                                                    CUT TO:

               INT. LORETTA'S OFFICE -- DAY

               Loretta sits behind her desk going through her papers. 

               ANGLE ON JULIUS appearing in her doorway.  He raps lightly 
               on the door.

                                     JULIUS
                         Ms. Neal?  Are you busy?

               Loretta looks up from her work. 

                                     LORETTA
                         Julius.  No, it's ok. What can I do 
                         for you?  Are you settling in with 
                         the other workers?

                                     JULIUS
                         Yes.  They're great people.

                                     LORETTA
                         Good, that's good. 

                                     JULIUS
                         There was this guy I saw this morning.  
                         He was having a nightmare and I just 
                         sort of watched over him to make 
                         sure he was ok.

                                     LORETTA
                         Ok. What's the problem with him?  
                         Did he steal something.

               Julius walks over towards Loretta.  He pulls an old photograph 
               out of the breast pocket of his jacket.  He hands it to her.  
               Loretta glances at it then looks up at Julius.

                                     LORETTA (CONT'D)
                         What am I looking at?

                                     JULIUS
                         I was drinking one night in Saigon 
                         and ran into an English photographer.  
                         This man here.

               Julius points to a man in the photograph.  Loretta looks 
               down again and looks hard. 

               INSERT PICTURE

-----------------------------------------------------------------------------------------------------
                                                                        33.


               Clear as day, Steven sits around a table with four other 
               men, including a young Julius, holding up a beer and smiling.

                                                                   CUT TO: 

               INT. SMITHSONIAN ARTS AND INDUSTRIES BUILDING -- DAY

               MOVING SHOT

               Earvin leads a large group of French tourists through the 
               Smithsonian.  Steven straggles behind, just inside ear shot 
               to hear Earvin spouting out French.

               STEVEN 

               Glances to his right and stops as if he's been glued to the 
               ground.  His stern expression changes to that of a joy and 
               sadness.  RUSHING WATER, like a river, can be heard.

               CLOSE SHOT

               Of Steven as he stares at the painting. 

                                                                    CUT TO:

               EXT. RIVER, RWANDA -- DAY

               STEVEN 

               Walks along the banks of a river in Africa.  The river is 
               fairly calm, 

               SOME WOMEN 

               Wash clothes in the water. 

               FAVORING STEVEN 

               As he steps to the waters edge, to drink some water from the 
               river.  All dialogue in {} is French.

                                     JANAE (O.S.)
                         {I wouldn't do that if I were you.}

               Steven turns his head. 

               STEVENS POV

               It is the same beautiful woman that was in his previous 
               memories.  It is JANAE, a radiant beauty in a clean white 
               dress, who exudes intelligence and kindness.  She is reading 
               "Utopia" by Thomas more under the shade of a large tree.

                                     STEVEN
                         {Oh really?  And why not?  }

               Janae points. 

-----------------------------------------------------------------------------------------------------
                                                                        34.


               SOME CATTLE 

               Sitting in the water, relieving themselves.

                                     JANAE
                         {This is their bathroom as well.}

               Steven looks back smiling at her.

                                     STEVEN
                         Do you have any suggestions?

               She smiles knowingly.

                                                                    CUT TO:

               EXT. NYAMUGALI, RWANDA - DAY

               Steven and Janae sit at a small sidewalk cafe having espresso.  
               Janae stirs her coffee with a stick daintily.  Steven smiles 
               at her, openly and broadly.  He is really taken with her.

               JANAE

               Looks up to see him staring. 

                                     STEVEN
                         Not a fan of foam?

                                     JANAE
                         It tickles my nose.

               Steven smiles even more broadly.  Janae blushes.  She changes 
               the subject. 

                                     JANAE (CONT'D)
                         How long have you been in Nyamugali?

                                     STEVEN
                         I just got here.

                                     JANAE
                         And what do you think of our fair 
                         town?

                                     STEVEN
                         It's nice.  Pleasant.

                                     JANAE
                         You don't feel out of place?

                                     STEVEN
                         Out of place?

                                     JANAE
                         Being the only white man in town.

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     STEVEN
                         That's not how I'd put it, but no.

                                     JANAE
                         How would you say it?

                                     STEVEN
                         Uh... being the only... American?

                                     JANAE
                         Oh, we have other American's.  Can 
                         you not tell?

                                     STEVEN
                         I tend to just see people.  Not skin 
                         color or national heritage.  Does 
                         that make me ignorant?

                                     JANAE
                              (smiling)
                         No.  I'd say that makes you... kind.

               Steven smiles and dips his head down.  He's not really use 
               to flirting, and it's obvious.  He looks for something else 
               to divert the obvious nature of their conversation. 

                                     STEVEN
                         What's the book you're reading?

                                     JANAE
                         "Utopia".

                                     STEVEN
                         I've never heard of it.

                                     JANAE
                         It's about... something we all strive 
                         for but is ever elusive.

                                     STEVEN
                         And what is that?

                                     JANAE
                         Happiness.  If everyone shared the 
                         same heart, I think more people would 
                         find it.

                                     STEVEN
                         The heart or happiness?

                                     JANAE
                         Both I think.
                              (nervously, but with 
                              obvious overtones)
                         Do you have a place to stay while 
                         you are here?

-----------------------------------------------------------------------------------------------------
                                                                        36.


               Steven looks are her with a smile.  She coyly turns her head 
               down. 

                                     DR. BARNHARDT (V.O.)
                         I've got something I need to tell 
                         you.

                                                                    CUT TO:

               INT. SENATOR BENSON'S OFFICE -- DAY

               Senator Benson sits behind his desk and Dr. Barnhardt sits 
               in a guest chair.

                                                                    CUT TO:

               EXT. SMITHSONIAN PARK AREA -- DAY

               STEVEN

               Sits on a park bench.  He stares off into the distance. 

               REVERSE ANGlE 

               We can see the Washington Monument in the distance, standing 
               tall surveying its surroundings. 

               OVER THE SHOULDER SHOT

               Steven takes an orb out of his bag.  It is a perfect silver 
               sphere that glimmers in the light.  

               EARVIN 

               Looks over from one of the exits to the building.  He is 
               bidding his tour group good bye.  He walks over to the Steven, 
               who is lost in thought.

                                     EARVIN
                         You enjoy the tour.

               Steven slips the orb back into his bag as Earvin sits down 
               next to him.

                                     STEVEN
                         Yes, thank you.

                                     EARVIN
                         You seemed even more distracted than 
                         usual.  Something on your mind.

                                     STEVEN
                         Some of the art work reminded me of 
                         someone.  A friend of mine that died.

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     EARVIN
                         I'm sorry.  You want to talk about 
                         it.

                                     STEVEN
                         No.  Thank you, but no.

                                     EARVIN
                         So what now?

                                     STEVEN
                         Now...

               Steven looks back at the Washington Monument, then down at 
               his watch.  He looks back over at Earvin.

                                     STEVEN (CONT'D)
                         We go home.

                                                                    CUT TO:

               INT. SENATOR BENSON'S OFFICE -- DAY

               Same as before.  Dr. Barnhardt rises from his seat.  The two 
               men nod at each other and Dr. Barnhardt exits.

               Senator Benson picks up the phone.

                                     SENATOR BENSON
                         Get me Senator Maxwell on the phone.

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - HALLWAY -- DAY

               STEVEN AND EARVIN

               Walk through the halls of the shelter.

               LORETTA steps out of the doorway to her office.  She locks 
               eyes at Steven.

                                     EARVIN
                         Whoa, Loretta.  What's up?

                                     LORETTA
                              (staring at Steven)
                         We need to talk.

               Loretta gestures toward her door.  Steven walks inside.  
               Loretta follows.

                                     EARVIN
                         Be careful.  Steven and small rooms 
                         have a nasty track record today.

-----------------------------------------------------------------------------------------------------
                                                                        38.


               Loretta closes the door. 

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - LORETTA'S OFFICE -- DAY

               Loretta walks over to her desk and pulls the picture out of 
               a drawer.

                                     STEVEN
                         Did I do something?

               Loretta extends her hand out with the picture in it.  

               Steven gives her a quizzical look then glances at the picture.  

                                     STEVEN (CONT'D)
                         Is there something I'm supposed to 
                         be seeing?

                                     LORETTA
                         Is that you?

                                     STEVEN
                         Is who me?

                                     LORETTA
                         Don't play games with me Steven.  Is 
                         that you?

               Steven looks at the picture again.  He looks back to her.

                                     STEVEN
                         How old is this thing anyway?

                                     LORETTA
                         That guy looks an awful lot like 
                         you.

                                     STEVEN
                         I've also been told I look like 
                         certain movie stars.  Where was this 
                         taken?

                                     LORETTA
                         Saigon, Vietnam.  Nineteen-sixty-
                         eight.

                                     STEVEN
                         Nineteen... I was born in nineteen-
                         sixty-eight.

                                     LORETTA
                         Steven, I put a lot of faith in you.  
                         Blind faith, that you are a good 
                         man.  All I'm asking is a little bit 
                         back in return.

-----------------------------------------------------------------------------------------------------
                                                                        39.


               Loretta and Steven lock eyes.  He can see her compassion and 
               concern.  She's been kind to him and he's tired of lying.

                                     STEVEN
                         Ok. Ok. Fine.  But I'm not sure you'll 
                         believe me.  But you're going to 
                         want to sit down.

               Steven gestures toward a chair.  Loretta shakes her head and 
               sits.  Steven sits down across from her.  Pause.

                                     LORETTA
                         Ok. Well?

               Steven takes a deep breath.  He's never told anyone what 
               he's about to tell her. 

                                     STEVEN
                         The summer of 1951 was the landing, 
                         right?

                                     LORETTA
                         You mean the alien.

                                     STEVEN
                         Yes, named Klaatu.  And he spent 
                         time on Earth for a few days before 
                         he left, mingling with regular people, 
                         right?

                                     LORETTA
                              (quizzically)
                         Riiiight....

                                     STEVEN
                         Well, what if he wasn't the only 
                         person that came down.  What if while 
                         he was only here for a few days, 
                         someone else was designated to be 
                         stationed on Earth a good while 
                         longer.  To make a final judgment as 
                         to what action should be taken.

               Loretta squints at him. 

                                     LORETTA
                         Have you been drinking?.

               Steven holds the picture up for Loretta to see it.

                                     STEVEN
                         This...
                              (pointing to one of 
                              the men in the 
                              picture.)
                         ... is George Fitzgerald.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        40.


                                     STEVEN (CONT'D)
                         He teaches high school in Norfolk, 
                         Virginia.  This...
                              (pointing to another 
                              man)
                         ... is Erol Warren.  He died three 
                         days after this photo was taken.  
                         And this...
                              (pointing to Julius)
                         ... is Julius Morton.  And this...
                              (pointing to himself 
                              in the photo)
                         ... is me.  When I was forty two.

               Loretta stares at him in disbelief.

                                                                    CUT TO:

               INT. NURSING HOME - HELENS ROOM -- NIGHT

               HELEN BENSON, a woman in her mid-80's with beautiful white 
               hair and an angelic expression, sits in a wheel chair staring 
               out the window.  The snow has left a delightful layer of 
               white across the lawn at the home and she is enjoying watching 
               people walk by.  She's just as beautiful as she was in 1951.

               KNOCK-KNOCK.

                                     HELEN
                         Yes?

               Helen's attention turns to her door. 

               ANGLE ON THE DOORWAY

               The door opens.  An ORDERLY enters.

                                     ORDERLY
                         Your brother's here to see you, Ms. 
                         Benson.

                                     HELEN
                         My brother?

               Klaatu steps through the threshold, past the Orderly.  He 
               removes his fedora. 

                                     KLAATU
                         Hello, Helen.  It's good to see you.

               Helen stares at Klatuu with an amazed bewilderment.  Klaatu 
               walks over and sits in a chair next to her.

                                     KLAATU (CONT'D)
                         It's been a long time.
                              (to orderly)
                         Thank you, I think we'll be all right.

-----------------------------------------------------------------------------------------------------
                                                                        41.


               The Orderly smiles and leaves.

                                     HELEN
                         Is it?  Is it you?

                                     KLAATU
                         Yes, it's me.

                                     HELEN
                         It's been so long.

                                     KLAATU
                         Yes, it has.

                                     HELEN
                         I thought you would have died by 
                         now.

                                     KLAATU
                         I still have a few years left in me.

                                     HELEN
                         Have you spoken to Bobby?

                                     KLAATU
                         No, I haven't.  But I have plans to 
                         see him.

                                     HELEN
                         That's nice.  How long are you in 
                         town for?

                                     KLAATU
                         Not terribly long.  I'm just here to 
                         pick someone up.  Then I must leave 
                         again.

                                     HELEN
                         Are they family?

                                     KLAATU
                         No.  Just an associate.

                                     HELEN
                         That's nice.

                                     KLAATU
                         Helen, I have a question to pose 
                         you.  And you don't have to tell me 
                         your answer right now.

                                     HELEN
                         All right.

-----------------------------------------------------------------------------------------------------
                                                                        42.


                                     KLAATU
                         Very soon, this planet will be at a 
                         tipping point.  A place where no 
                         amount of technology or prayer will 
                         reverse its course.  And I want to 
                         take you away from it.

                                     HELEN
                         Oh my.  What do you mean?

                                     KLAATU
                         In the very near future, this planet 
                         will cease to support life.  And I 
                         want you to leave it with me.

                                     HELEN
                         I see.  And what about Bobby?

               Klaatu stares into Helen's eyes.  He's not sure what to say.

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - KITCHEN -- NIGHT

               Loretta and Steven sit on stools at a counter drinking coffee.  
               Loretta is enthralled with Steven's stories.

                                     LORETTA
                         So how long have you been here?

                                     STEVEN
                         Since the day we landed in '51.

                                     LORETTA
                         How come I've never heard about you?

                                     STEVEN
                              (sarcastically)
                         No one has, Loretta.  That's why 
                         they call it a secret.

               Loretta smiles at his sarcasm, as does he.

                                     STEVEN (CONT'D)
                         The idea was to blend in.  Not stand 
                         out. 

                                     LORETTA
                         How old were you when you landed?

                                     STEVEN
                         Twenty-five.

                                     LORETTA
                         Is that young in your... society?

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     STEVEN
                         Where I come from, twenty-five is 
                         the age where life starts.  Your 
                         body is completely developed, like 
                         it is here, but instead of beginning 
                         its slow decline, ours maintains 
                         itself for the next fifty or so years 
                         before it starts to degrade.  And 
                         when I was selected for this task, I 
                         was very young, very green, but eager 
                         to learn everything I could from 
                         this planet.  The logic for us is 
                         that you take someone that is young, 
                         place them in the society and see 
                         how they grow and change.

                                     LORETTA
                         You don't miss your family?  Your 
                         friends?

                                     STEVEN
                         Our lives are considerably different 
                         from yours.  There is no traditional 
                         family structure where I come from.  
                         You're raised in a large group 
                         setting, by various mentors and 
                         teachers.

                                     LORETTA
                         It sounds kind of lonely.

                                     STEVEN
                         Lonely?

                                     LORETTA
                         Who did you go to when you skinned 
                         your knee?

                                     STEVEN
                         The nurse.

                                     LORETTA
                         And she kissed it and made it better?

                                     STEVEN
                              (smiling)
                         Uh, no.  She didn't.  She disinfected 
                         it and sent me on my way.

                                     LORETTA
                         Sounds like there's something missing 
                         in this great society of yours.

                                     STEVEN
                         Which is?

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     LORETTA
                         Love.

                                     STEVEN
                         It's just... different.  A little 
                         more, logical.  A little less... 
                         feeling.

                                     LORETTA
                         Sounds like a cold place.

                                     STEVEN
                         It really... sort of...
                              (laughing)
                         Yeah, a little. 

                                     LORETTA
                         So you've been here for fifty years.  
                         What have you been doing with your 
                         time?

                                     STEVEN
                         Traveling, mostly.  There's been a 
                         great deal to absorb.  I only spent 
                         so much of my time on interpersonal 
                         relationships.

                                     LORETTA
                         So what, your saying you've been 
                         here half a century and don't have 
                         any friends?

                                     STEVEN
                         I've had friends.  It's just... it's 
                         hard to keep them when they are 
                         getting older so much faster than 
                         you are and are frailer than you 
                         are.

                                     LORETTA
                         So why this?  Why tell me?

                                     STEVEN
                         I'll be leaving, very soon.  And I 
                         thought... I'd ask if...

               Loretta's eyes wide and she sets down her mug.  Steven 
               acknowledges the look on her face then turns his head around. 

               TWO POLICE OFFICERS advance on Loretta and Steven.

                                     POLICE OFFICER
                         Sir, I'm going to have to ask you to 
                         come with me.

-----------------------------------------------------------------------------------------------------
                                                                        45.


                                     STEVEN
                         What?  What's this about?  Am I under 
                         arrest?

                                     POLICE OFFICER
                         Please stand up and put your hands 
                         behind your back.

               Steven does so and the Police Officer cuffs him.

                                     POLICE OFFICER (CONT'D)
                         Sir, you are under arrest for robbery, 
                         assault, and battery.  You have the 
                         right to remain silent...

                                     LORETTA
                         This must be some kind of a mistake.

               The Police Officer continues with the Miranda Rights as he 
               pulls Steven off of his stool.  Steven eyes his bag. 

               Loretta looks down and pushes the bag under the table with 
               his foot.

                                     STEVEN
                         I'll be back.

               The Police tug at his cuffs and lead him down the hall.  
               Loretta watches as they lead him off.  She looks back down 
               at his bag. 

                                                                    CUT TO:

               EXT. NURSING HOME -- NIGHT

               KLAATU 

               Steps out the front doors of the Nursing Home.  He puts on 
               his hat and heads down the street. 

               A BLACK SUV 

               Turns its headlights on begins to pull forward.

               P.O.V. BLACK SUV

               FIVE US MARSHALS watch as Klaatu walks down the street.  
               Klaatu maintains a casual pace.  He makes a right down an 
               alley.  As the SUV pulls up to view down the alley, the 
               Marshal see Klaatu has begun sprinting down the alley.  They 
               gun the engine and follow him down alley.

                                                                    CUT TO:

               EXT. ALLEY WAY -- CONTINUOUS

               The SUV pulls up and the Marshals get out. 

-----------------------------------------------------------------------------------------------------
                                                                        46.


               They look around and can't seem to find Klaatu.  He's 
               disappeared despite the alley appearing to have no exits. 

               SCREECH.  A loud-high pitch noise drops the Marshals to their 
               knees, the pain of the sound too much for them to bare. 

               KLAATU 

               Steps from the shadows, holding some kind of device emitting 
               the sound.  He turns up the volume, the Marshals writhe.

                                     KLAATU
                         I'm sorry gentlemen, but I really 
                         must be going.

               Klaatu heads toward the end of the alley way. 

               A MARSHAL 

               In a momentary fit of consciousness grabs his leg and tasers 
               Klaatu. 

               KLAATU 

               Falls to the ground, visibly shaken by the electric shock, 
               but not totally out. 

               THE MARSHALS 

               Regain their wits and the one with the taser moves to shock 
               him again, but another grabs his arm.

                                     US MARSHAL
                         They want him as unharmed as possible.

               The Marshals cuff and shackles Klaatu and dump him in the 
               back of the SUV.

                                                                    CUT TO:

               INT. POLICE STATION - INTERROGATION ROOM -- NIGHT

               Steven sits behind a table, still handcuffed, getting 
               questioned by DETECTIVE #1.

                                     STEVEN
                         I don't have time for this.

                                     DETECTIVE #1
                         I'm sorry to have disrupted your 
                         time table.  But we have this video 
                         tape....

               Detective #1 picks up a remote control and turns on a tape 
               of Steven robbing the Pawn Shop.

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     DETECTIVE #1 (CONT'D)
                         ... that says you did.  So if you'll 
                         just sign this piece of paper, I'd 
                         appreciate it.

               Detective #1 slides the paper and a pen toward Steven.  Steven 
               looks down at it and then back up at Detective #1.

                                     STEVEN
                         A confession?

                                     DETECTIVE #1
                         Just may be blind, but she can still 
                         read.

                                                                    CUT TO:

               INT. POLICE STATION - INTERROGATION VIEWING ROOM -- 
               CONTINUOUS

               DETECTIVE #2 stands watching through the two way mirror as a 
               video camera records Steven's interrogation.  DETECTIVE #3 
               enters with a file and hands it to Detective #2.

                                     DETECTIVE #2
                         So what do you have?

                                     DETECTIVE #3
                         Social Security number, a few previous 
                         addresses, but that's about it.  And 
                         the Social Security number must be a 
                         fake because it says that he started 
                         collecting it ten years ago.

                                     DETECTIVE #2
                         So we've got him for defrauding the 
                         Federal government, too.

                                                                    CUT TO:

               INT. SECRET GOVERNMENT INSTALLATION -- NIGHT

               Klaatu sits behind a table, much like Stevens, hand cuffed.  
               The room lacks a viewing window and two GUARDS holding M-
               16's stand sentry. 

               MR. DAVIS, a CIA Interrogator enters, carrying a briefcase.  
               He's a man of average height and less than intimidating 
               demeanor.  His presence belies the fierceness beneath his 
               skin. 

               Klaatu is visibly not pleased.

                                     INTERROGATOR
                         Mr. Klaatu.

-----------------------------------------------------------------------------------------------------
                                                                        48.


                                     KLAATU
                         Just Klaatu.

                                     INTERROGATOR
                         Of course.  I apologize.  Klaatu.  
                         My name is Mr. Davis.  Do you mind 
                         if I sit?

               Klaatu doesn't respond.  The Interrogator takes a seat. 

                                     DAVIS
                         I've been assigned the task of 
                         interrogating you.

                                     KLAATU
                         To what end?

                                     DAVIS
                         I need to know why you are here 
                         Klaatu.  Why have you returned?

                                     KLAATU
                         I'm sorry.  But I can't tell you 
                         that.

                                     DAVIS
                         It's a simple question.  You were 
                         very forth coming in your last visit, 
                         just before you left.

                                     KLAATU
                         That message was for the world, not 
                         one person.

                                     DAVIS
                         I understand.  Is there some other 
                         message you wish to convey to the 
                         world?  Is that why you have returned?

                                     KLAATU
                         I wonder, Mr. Davis, what makes you 
                         think that under these conditions I 
                         would be interested in telling you 
                         anything?

                                     DAVIS
                         I grant you, they are not ideal...

                                     KLAATU
                         I was electrocuted and dragged here, 
                         Mr. Davis.  I don't recall Mr. Harley 
                         being so violent.

                                     DAVIS
                         No, but I do remember that previously 
                         you were shot.  Or had you forgotten.

-----------------------------------------------------------------------------------------------------
                                                                        49.


               Klaatu doesn't answer.

                                     DAVIS (CONT'D)
                         We've become a more peaceful people, 
                         Klaatu.  A simple shock is much safer 
                         compared to being shot, wouldn't you 
                         say?

               Klaatu still doesn't answer.  He seethes in his seat. 

                                     DAVIS (CONT'D)
                         The Earth is coming together in ways 
                         you couldn't have imagined.  And in 
                         order to maintain that togetherness, 
                         that sense of freedom, the governments 
                         of the world have given us carte 
                         blanche to ascertain your exact 
                         intentions.  You do understand what 
                         carte blanche means, don't you?

               Klaatu is still silent.

                                     DAVIS (CONT'D)
                         It means, they have give us the power 
                         to do whatever is necessary to get 
                         the information from you that we 
                         need.  And I'm sure are aware that 
                         my government has been fighting a 
                         war for some time now, and we've 
                         gotten very good at gathering the 
                         information we need.  

               Davis takes his briefcase and places it out on the table.  
               Klaatu's eyes follow it carefully.

                                     DAVIS (CONT'D)
                         Now, normally, I'd spend a lot of 
                         time asking you questions, trying to 
                         figure out what the best way to get 
                         the answers I need.  But unfortunately 
                         I'm a bit pressed for time.  So I'm 
                         going to give you one more chance.  
                         Why are you here?

               Klaatu is the very epitome of a statue.  He's glare his only 
               response. 

                                     DAVIS (CONT'D)
                         Your unwillingness to cooperate I'm 
                         afraid leaves me with no other choice.

               Davis opens his briefcase. 

               THE BRIEFCASE 

               Contains various bottles and syringe's. 

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     KLAATU
                         You should know that there's nothing 
                         you can inject me with that my body 
                         can't break down.

                                     DAVIS
                         Oh yes, I know that.  Our tests of 
                         your blood from 1951 indicate that.

               Davis reaches inside the case and pulls up the false bottom 
               revealing a notepad and pen.  He takes a seat across from 
               Klaatu.

                                     DAVIS (CONT'D)
                         That's why we're going to try another 
                         tactic.

               Davis motions for the Guards.  The Guards approach Klaatu.  
               GUARD ONE grabs Klaatu and lifts him from his seat.

                                     DAVIS (CONT'D)
                         Now, this may hurt a little.

               GUARD TWO hits Klaatu across the face. 

                                                                    CUT TO:

               INT. LORETTA'S OFFICE -- NIGHT

               Loretta is staring at Steven's sack on her desk.  Earvin 
               knocks on her door.

                                     EARVIN
                         You called.  What's up?

                                     LORETTA
                         Come in and close the door.

               Earvin steps inside and shuts the door behind him.  Loretta 
               opens the bag and rummages through, pulling out various 
               earthly looking items.

                                     EARVIN
                         What are you doing?

                                     LORETTA
                         Looking for answers.

               Loretta pulls a Glock 9x19 hand gun out of the bag.

                                     EARVIN
                         Whoa.  What do you think that is 
                         for?

                                     LORETTA
                         I don't know.  Did you know he had 
                         this?

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     EARVIN
                         From what I saw today, he would barely 
                         even need that.

               Loretta daintily sets it down on the desk. 

               Loretta reaches in and finds something of interest.  She 
               pulls out the perfectly smooth orb from the bag.

                                     EARVIN (CONT'D)
                         I saw Steven with that earlier.

                                     LORETTA
                         Did he say what it is?

                                     EARVIN
                         No.  But I know that's the thing he 
                         was looking for the last month. 

                                     LORETTA
                         What do you suppose it...

               The begins to glow.  Two beams of light emanate from the 
               ball and lock onto Earvin and Loretta's foreheads.

                                                                    CUT TO:

               EXT. TROPICAL BEACH -- DAY

               The beach is beautiful and spotless.  It is pristine and 
               spotless, the surf rolling in.  The view is slightly 
               distorted, almost as if the place is artificial.  It's 
               slightly fuzzy around the edges, like a haze. 

               LORETTA AND EARVIN 

               Stand on the beach, the surf lapping against the sand.

                                     STEVEN (O.S.)
                         Well...

               The two turn around.  They see a twenty-five year old Steven, 
               dressed in a silver space outfit.

                                     STEVEN (CONT'D)
                         Let's get started.

                                                                    CUT TO:

               INT. NURSING HOME - HELENS ROOM -- NIGHT

               HELEN 

               Sits in a wheel chair in her room, staring out the window.  
               KNOCK.  Helen turns to look back.

               SENATOR BENSON

-----------------------------------------------------------------------------------------------------
                                                                        52.


               Stands at the door.  A US Marshal stands behind him.

                                     SENATOR BENSON
                         Mom?

                                     HELEN
                         Bobby!

               Helen's face lights up.  The Senator doesn't visit often 
               enough.

               Senator Benson nods to the Marshal, who steps outside and 
               stands sentry in the hall.  Shutting the door behind him. 

               Senator Benson walks over and kisses his mother on the 
               forehead.  He sits down on the bed next to her.

                                     SENATOR BENSON
                         It's good to see you, Mom.

                                     HELEN
                         It's good to see you too.  You don't 
                         visit often enough.

                                     SENATOR BENSON
                         I know, mom.  It's busy on the hill. 

                                     HELEN
                         It's all right.  How have you been?  
                         Have you been eating enough?

                                     SENATOR BENSON
                         Yes.

                                     HELEN
                         That's good.  You work too hard.

                                     SENATOR BENSON
                         I know.  I know.  I wanted to ask 
                         you something...

                                     HELEN
                         You know, you should really think 
                         about the future.  You're not getting 
                         any younger?

                                     SENATOR BENSON
                         I know that someone has been to see 
                         you recently.  Klaatu.

                                     HELEN
                         Oh yes.  He just left recently.  
                         Such a nice man.

                                     SENATOR BENSON
                         Mom.  I need to know what he said, 
                         if anything, to you.

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     HELEN
                         You mean he hasn't seen you yet?

                                     SENATOR BENSON
                         No.  Why do you ask?

                                     HELEN
                         When he left me, he said he was going 
                         to see you.  That he was going to 
                         ask you...

               Helen cuts herself off.  She's said too much.

                                     SENATOR BENSON
                         Tell me what mom? 

                                     HELEN
                         If he hasn't seen you.. then...

                                     SENATOR BENSON
                         What?  Then what mom?

                                     HELEN
                         I'm sorry.

               Senator Benson rubs his face in frustration.  He looks down 
               at his mother's lap.  One hand is under the quilt covering 
               her lap, moving. 

                                     SENATOR BENSON
                         Mom, what are you holding?

               Helen looks away sheepishly.  Senator Benson reaches over 
               and flips over the quilt.  Helen is holding a shiny silver 
               sphere, much smaller than the one Loretta held.  Senator 
               Benson takes it in his hand.

                                     SENATOR BENSON (CONT'D)
                         What is this?

                                     HELEN
                         I'm not supposed to tell.

                                     SENATOR BENSON
                         Mom.  You need to.  This is very 
                         important.  A lot of lives are at 
                         stake.  Klaatu's life is at stake.

               Helen looks back at Senator Benson, with worry in her eyes.

                                     HELEN
                         He said if you came to see me before 
                         he did, that I was to squeeze it.

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     SENATOR BENSON
                         And what does that do?

                                                                    CUT TO:

               EXT. SPACE

               A silvery-green, leaf-shaped like SPACE SHIP moves from the 
               starry, silent field of space and begins it's decent to Earth.  
               The friction from the atmosphere whips fire around the ship.  
               It moves toward North America.

                                                                    CUT TO:

               INT. POLICE STATION - INTERROGATION ROOM -- NIGHT

               Steven still sits being questioned by Detective #1.  He's 
               tired of the attempts Detective #1, his head cocked back 
               looking to the sky.

                                     STEVEN
                         I told you.  I have nothing to do 
                         with that. 

                                     DETECTIVE #1
                         Look, we have the video.  We have 
                         the pawn shop owners testimony.  
                         Signing the confession will just...

               There's a green glow behind Steven's back.

                                     DETECTIVE #1 (CONT'D)
                         What the hell is that?

               Detective #1 gets up and walks over to look behind Steven's 
               back.  

               STEVEN'S WRIST WATCH

               Is glowing.  Steven raises his head back from its cocked 
               position.

                                     STEVEN
                         They're early... I apologize.

                                     DETECTIVE #1
                         For what?

               STEVEN 

               Quickly gets to his feet, running his shoulder into Detective 
               #1's stomach, slamming him against the wall.  He leaps in 
               the air, moving his handcuffs to the front of his body by 
               passing them under his feet. 

               He grabs Detective #1 and tosses him through the viewing 
               window, making the Detectives inside recoil to a wall. 

-----------------------------------------------------------------------------------------------------
                                                                        55.


               Steven leaps through the broken glass grabs Detective #2's 
               gun as he is trying to unholster his gun and swings around, 
               pistol whipping Detective #3 as he is reaching for his weapon.  
               He then turns around, and puts the gun in Detective #2's 
               face.

                                     STEVEN
                         Undo the cuffs.

                                     DETECTIVE #2
                         You'll never get out of here.

                                     STEVEN
                         Un-do-the-cuffs.

                                                                    CUT TO:

               INT. SECRET GOVERNMENT INSTALLATION -- NIGHT

               MOVING SHOT 

               From Davis, who sits at the table, tapping his pen on a legal 
               pad.  There's nothing on it.

                                     DAVIS
                         Well this has been frustrating.  
                         Extremely frustrating for that matter.  
                         I knew you would be tough, but I 
                         didn't think it would take this long.  
                         I suppose I just assumed, incorrectly, 
                         that you would "break" far faster.  
                         Arrogance on my part.  I take my 
                         work very seriously and pride myself 
                         on the speed at which I can illicit 
                         information from an individual.  But 
                         you, my friend.  You are proving a 
                         tough cookie to crack.

               KLAATU 

               Sits in the corner, bloodied and beaten.  His face is nearly 
               unrecognizable.  One eye is shut completely from swelling.  
               But his hateful glare streams from his one good eye at Davis.  
               If he could move, he'd tear him apart.

               DAVIS

               Rises from his seat and walks toward Klaatu. 

                                     DAVIS (CONT'D)
                         I should have known that you would 
                         be harder.  So we'll just keep trying.  
                         As long as it takes.  So I'll ask 
                         you one more time, what is your 
                         mission here?

-----------------------------------------------------------------------------------------------------
                                                                        56.


                                     KLAATU
                         You have laws that make this illegal.

               Davis towers over Klaatu.  

                                     DAVIS
                         You know for a superior race, you're 
                         not very bright.  Have you ever heard 
                         of a signing statement?

               Davis crouches down next to Klaatu and whispers in his ear. 

                                     DAVIS (CONT'D)
                         You know, you guys should really 
                         learn to read the fine print.  So 
                         out of interest for your own well 
                         being, I'll ask you again: what is 
                         your mission here?

               Klaatu sits unmoving, his good eye holding fast on Davis.  
               Klaatu looks away.  He's not interested in cooperating.  

               Davis rolls his eyes and stands.  He motions for Guard #1 to 
               continue beating Klaatu. 

               As the Guard is about to strike him, a bright green light 
               emanates from behind Klaatu's back.  The Guard leans Klaatu 
               forward.  Davis pears over Klaatu's shoulder behind his back. 

               A WATCH

               The same as Steven's glows from Klaatu's wrist.

                                     DAVIS (CONT'D)
                         What is that?

                                     KLAATU
                         Your reckoning.

               GUNFIRE can be heard outside the room.  An ALARM sounds. 

               Davis motions for the Guards to check on the commotion.  As 
               they reach the door, it bursts at them. 

               GORT, a giant eight foot tall robot with an Adonis body made 
               of silver skin and lifeless eyes is on the other side.  Gort 
               takes stock of the room.  He sees the Guards, Davis, and 
               Klaatu lying bloody in the corner. 

               GUNFIRE ricochets's off Gort's back.  He is completely 
               unaffected.  In one quick movement he tosses Davis at the 
               gunfire.  Gort walks over and picks up Klaatu.  He looks out 
               the door he just burst through, seeing more military personnel 
               arriving.  He looks to the other end of the room.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        57.


               EXT. SECRET GOVERNMENT INSTALLATION -- NIGHT

               The compound is secure, with fences and lights flashing.  
               They are armed and searching for the intruder.

               GORT 

               Bursts through a wall, carrying Klaatu in his arms.  He 
               quickly runs across the compound.  He grabs a jeep with one 
               hand and tosses it at another one. 

               Gort turns around to see a tank has taken aim at him.  It 
               fires.  The shell shoots right at Gort, who catches it in 
               his hand.  He crushes the round and drops it in front of 
               him.  

               GORTS EYES

               Glow with a fiery green vengeance.  A laser shoots from his 
               eyes at the tank.  The tank melts in the matter of moments.  
               The Soldiers around it run, terrified of what they just saw.

               Gort continues his run toward the fences.  He's fast, but 
               not too fast.  Tanks and Machines guns continue to fire at 
               him, but he deflects them all as he makes for the fence. 

               He runs directly toward the fences, another tank pulling in 
               front of him.  Gort doesn't stop, playing chicken with the 
               tank.  The tank races forward, muzzle pointed directly at 
               Gort.  Gort steps right in front of the tank covers the muzzle 
               with his hand.  The tank fires.

               KA-BOOM 

               Gort pulls his hand away.  All that is left is a stump that 
               flickers and clicks with electricity.  Klaatu looks up and 
               sees that Gort's hand is missing.  This is terrifying.  Gort 
               is supposed to be indestructible!  Gort tosses Klaatu over 
               his hurt arm and grabs the end of the tank muzzle and squeezes 
               it, crushing it instantly. 

               Gort leaps over the fence, running into the surrounding woods.

                                                                    CUT TO:

               INT. LORETTA'S OFFICE -- NIGHT

               Loretta and Earvin stand in the office, the light still on 
               their foreheads. 

               The light cuts off instantly.  Loretta and Earvin stand 
               momentarily still, then fall to their knees coughing and 
               trying to catch their breath.  Earvin vomits.

                                     EARVIN
                         What the... what the hell...

-----------------------------------------------------------------------------------------------------
                                                                        58.


                                     LORETTA
                         Oh god... oh god...

                                                                    CUT TO:

               INT. BARNHARDTS HOUSE/LAB -- NIGHT

               Dr. Barnhardt sits at his desk, a TV playing the local news 
               chatters in the background. 

               OVER THE SHOULDER SHOT

               He thumbs through his Uncle's files, looking at old pictures 
               of Klaatu, pictures of star fields, etc.

                                     KLAATU (O.S.)
                         What are you doing, Doctor?

               Dr. Barnhardt spins around in his chair. 

               KLAATU 

               Stands in the hallway.  Gort stands sentry behind him.  Klaatu 
               drags his broken body toward Dr. Barnhardt.

                                     KLAATU (CONT'D)
                         I thought we had an understanding, 
                         Doctor.  That when I finished with 
                         my business, you would travel with 
                         me and my friends away from this 
                         planet.

                                     DR. BARNHARDT
                         What happened to you?

                                     KLAATU
                         Who did you tell, Doctor?

                                     DR. BARNHARDT
                         I didn't tell anyone.

                                     KLAATU
                         Gort, pretali.

               Gorts eyes begin to blow bright green, the same green that 
               melted the tank.

                                     KLAATU (CONT'D)
                         What I can't seem to figure out is 
                         why you did it, Doctor.

                                     DR. BARNHARDT
                         I did what I thought was best...

                                     KLAATU
                         You did.

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     DR. BARNHARDT
                         I had no reason to believe they would 
                         treat you in such a manner...

               Klaatu cuts off the Doctor, his voice filled with rage. 

                                     KLAATU
                         No, Doctor.  I suppose I should be 
                         grateful they didn't strap me to a 
                         table and cut me open.  I'd hate to 
                         think what would have happened had 
                         some other party of your government 
                         gotten ahold of me.

                                                                    CUT TO:

               INT. POLICE STATION -- NIGHT

               STEVEN 

               Is lead through the Police Station, hands behind his back.  
               Detective #2 follows very closely, nearly hugging Steven 
               from behind.

                                     COLLEAGUE (O.S.)
                         Hey, Jim!

               Detective #2 and Steven are stopped by Detective #2's 
               COLLEAGUE.  They turn to face the man, Steven standing between 
               the two.

                                     COLLEAGUE (CONT'D)
                         Where are you taking this guy?

                                     DETECTIVE #2
                         To... uh....

               Steven nudges THE GUN he has in Detective #2's crotch to 
               illicit an answer, keeping his other hand firmly attached to 
               the handcuff chain Detective #2 is wearing.

                                     DETECTIVE #2 (CONT'D)
                         Back to the holding cell.  We're not 
                         going to get anything out of him 
                         right now.

                                     COLLEAGUE
                         Ok... but the holding cells are that 
                         way.

               There's an awkward moment and then a sign of recognition of 
               what's happening appears on the Colleague's face. 

               He reaches for his gun, but Steven pistol whips him and kicks 
               the Detective in the groin. 

               MOVING SHOT 

-----------------------------------------------------------------------------------------------------
                                                                        60.


               Of Steven as he makes a dash for the door, fighting his way 
               past other officers as he exits through the front.

                                                                    CUT TO:

               EXT. POLICE STATION -- NIGHT

               Steven runs out the front door of the station.  He sees a 
               POLICE OFFICER that is taking a SUSPECT out of the back of 
               his car. 

               STEVEN 

               Knocks down the Officer and takes his keys, the Suspect 
               running off.  Steven hops behind the wheel of the car and 
               drives off. 

               Other Police cars follow in pursuit.

                                                                    CUT TO:

               INT. LORETTA'S OFFICE -- NIGHT

               Loretta and Earvin lie sprawled out on the floor, staring 
               into space. 

               Julius bursts in.

                                     JULIUS
                         Ms. Neal!  Ms. Neal?

                                     LORETTA
                              (tiredly)
                         What is it, Julius?

                                     JULIUS
                         Look at this.

               Julius turns on the TV and changes the channel to the local 
               news.

                                     ANCHOR PERSON
                         ... at this time the unnamed man
                              (a photo appears on 
                              the screen)
                         Was being held on charges of assault 
                         and burglary.

               The screen changes to live video of the chase on the street.

                                                                    CUT TO:

               INT. BARNHARDTS HOUSE/LAB -- NIGHT

               Klaatu looks over at the TV and sees the chase happening.

-----------------------------------------------------------------------------------------------------
                                                                        61.


                                     KLAATU
                         Gort, fustengi.

               Gort walks towards the Doctor, who recoils in terror.

                                                                    CUT TO:

               INT. POLICE CAR -- NIGHT

               Steven drives quickly and nervously.  He looks in the rear 
               view mirror. 

               FIVE SETS OF SPINNING POLICE LIGHTS

               Follow behind him.

                                     STEVEN
                         Yeah, this was a really good idea.

               Steven leads the police on a hair raising chase through DC, 
               finally ending up on the freeway. 

               THE SPACESHIP 

               Appears above the chase.  A large door opens on the front 
               end of the ship.  It swoops down and scoops up Steven's police 
               car and flies away. 

               The Police in the other cars look on in amazement.

                                                                    CUT TO:

               INT. SPACE SHIP -- NIGHT

               Steven walks angrily down the corridor of the ship.  It's 
               like he's in He steps into the circular center of the ship.  
               The ships walls look like they are lined with pipe.  Against 
               one wall is the viewing window and in the center is a large 
               table with a glass sphere.  It's the exact same ship as it 
               was in 1951. 

               Gort stands sentry as Klaatu lays supine on a rejuvenation 
               bed. 

               Dr. Barnhardt hangs from a wall, held by and invisible force.  
               Lights flash and lasers scan over Klaatu's body.  The damage 
               on his face and body is slowly, but efficiently being 
               repaired.  (Dialogue in ^ ^ represents Klaatu or Steven 
               speaking in their native tongue.  Subtitles should appear on 
               screen.)

                                     STEVEN
                         You're early.
                              (Looking over at Dr. 
                              Barnhardt)
                         What's he doing here.

-----------------------------------------------------------------------------------------------------
                                                                        62.


                                     KLAATU
                         ^Paying penance.^

               Steven and Doctor Barnhardt's eyes lock.  Barnhardt is in a 
               drunken sort of pain, his eyes rolling back into his head. 

               Steven looks over the Gort and studies his stump.

                                     STEVEN
                         What happened to the robot?

                                     KLAATU
                         ^He lost his hand freeing me from 
                         the people who did this.^

               Steven turns his attention back to Klaatu.  His glare has 
               not diminished.

                                     STEVEN
                         I wasn't expecting you for another 
                         two days.  Why are you here?

                                     KLAATU
                         ^I had a few interests of my own to 
                         attend to.  I did not expect such a 
                         reception from someone who's life I 
                         just saved.^

                                     STEVEN
                         You didn't save my life.

                                     KLAATU
                         ^Really.  And how were you going to 
                         remedy your situation?^

                                     STEVEN
                         I've survived this planet for fifty 
                         years.  Wars.  Plagues.  I think I 
                         know how to take care of myself.  
                         And I wouldn't have been in that 
                         situation if not for you signaling 
                         me.

               Klaatu's face is repaired and the lights fade around him.  
               He sits up, draping his legs over the side of the table.

                                     KLAATU
                         ^I will not take this brand of 
                         insolence from someone who seems to 
                         have lost the civility of his native 
                         people, as well as his native tongue.^

                                     STEVEN
                         ^I have not forgotten.^

-----------------------------------------------------------------------------------------------------
                                                                        63.


                                     KLAATU
                         ^Good.  I'm glad to see this savage 
                         world has not completely changed 
                         you.  Where is your report?^

                                     STEVEN
                         ^I don't have it.^

                                     KLAATU
                         ^You don't have it?  Where is it?^

                                     STEVEN
                         ^It's on the planet, in a safe place.^

                                     KLAATU
                         ^No matter.  I've already come to my 
                         decision.^

                                     STEVEN
                         Your what?  I thought the decision 
                         was to be left to me?

                                     KLAATU
                         ^Without the report your decision 
                         lacks any foundation to stand upon.^

                                     STEVEN
                         But the decision is mine to make.

                                     KLAATU
                         ^I feel you have grown too close to 
                         these humans to make a clear judgment.  
                         Earth must not be allowed to spread 
                         its barbaric ways out of this solar 
                         system.^

                                     STEVEN
                         They're better than this.  We can't 
                         just destroy them.

                                     KLAATU
                         ^I have no intention of destroying 
                         them.  They've sewn the seeds of 
                         their own destruction by not heeding 
                         the signs of their own planets will.^

                                     STEVEN
                         But we can help them.  We can help 
                         save them.

                                     KLAATU
                         ^I have no intention of saving a 
                         planet that would just turn it's 
                         vengeance and anger outward into the 
                         universe if it were to survive.^

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     STEVEN
                         You soul would let them die? 

                                     KLAATU
                         ^Better them than us.^

                                     STEVEN
                         Better them than us?  Is that 
                         enlightened thinking?  You would let 
                         an entire civilization die out for 
                         fear that some day...

                                     KLAATU
                         What do you need?  To have millions 
                         of our people bodies buried in mass 
                         graves?  Or vaporized by atomic 
                         weapons because one man is fearful 
                         his country might look weak?  I will 
                         not jeopardize hundreds of worlds 
                         because you feel a sentimental 
                         attachment to one.

                                     STEVEN
                         We've lost our soul, Klaatu.

                                     KLAATU
                         What?

                                     STEVEN
                         We traded our souls in exchange for 
                         long lives in sterile surroundings.  
                         We traded our compassion for a logic 
                         so cold that... let me get my report 
                         for you.  Let me show you what I 
                         have learned.  Then you might think 
                         that men like him
                              (points to Dr. 
                              Barnhardt)
                         Might be worth saving.

               The two stare at each other for a moment before the ship is 
               rocked by an explosion. 

               They run to the cockpit of the ship and look outside the 
               windows and at display screens.

                                                                    CUT TO:

               EXT. SKIES OF DC -- CONTINUOUS

               A SQUADRON OF F-16's are firing missiles at the ship.  They 
               are trying to blow the ship out of the sky.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        65.


               INT. SPACE SHIP -- CONTINUOUS

               Same as before. 

                                     KLAATU
                              (smiling wryly)
                         ^Do they really think they can do 
                         this?^

               Klaatu sits at the helm and turns off auto-pilot.

                                     STEVEN
                         What are you doing?

                                     KLAATU
                         ^Giving them what they want.^

                                                                    CUT TO:

               EXT. SKIES OF DC -- CONTINUOUS

               The Spaceship stops.  The F-16's fly past the ship.  The 
               ship moves forward, following in hot pursuit.  The ship fires 
               no weapons, instead, spinning and rolling through the planes 
               who try to keep up.  Two crash into each other in a giant 
               explosion.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Same as before.

                                     STEVEN
                         You have to stop this.

                                     KLAATU
                         ^I didn't start this.^

               Steven looks at Klaatu in horror.  What has he become?  Steven 
               turns and runs back to the center of the ship.  He looks 
               over at Dr. Barnhardt as Gort stands sentry.

                                     STEVEN
                         ^Robot, release him.^

               Dr. Barnhardt falls from the wall to the ground.  Steven 
               rushes over to him and grabs him by the shoulders.  He drags 
               him as Dr. Barnhardt wakes.

                                     DR. BARNHARDT
                         Who...

               Steven stops at an escape pod hatch, which resembles a torpedo 
               tube.  He slides Dr. Barnhardt inside face first. 

               DR. BARNHARDTS POV

-----------------------------------------------------------------------------------------------------
                                                                        66.


               We see Steven's face just as the hatch is closed.  Steven 
               hits the launch button.

                                                                    CUT TO:

               EXT. SKIES OF DC -- CONTINUOUS

               The pod launches from the side of the ship.  It shoots past 
               the F-16's toward the earth.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven goes back to the cockpit.  Klaatu is still engaged in 
               his dog-fight.  He races the spaceship through one, splitting 
               it in half.  The ship continues unharmed.

                                     STEVEN
                         Stop this.  Right now.

               Klaatu doesn't listen.  He continues on his rampage.  Steven 
               looks around the cockpit for something heavy.  He finds it 
               and clocks Klaatu in the side of the head. 

               The ship banks hard to the left, throwing Steven against the 
               wall.  Klaatu corrects himself and the ship, sitting upright 
               again.  He puts the ship into auto-pilot and rises.  Steven 
               has returned to his feet.

                                     KLAATU
                         ^What are you doing?^

                                     STEVEN
                         Saving my soul.

               Steven swings at Klaatu and they fight.

                                                                    CUT TO:

               EXT. SKIES OF DC -- CONTINUOUS

               The ships is continually hit by missiles as it continues on 
               it's straight line course.  The F-16's fire round after round 
               from their gattling guns, but are unable to damage the 
               spaceship.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Klaatu and Steven fight awkwardly, as the ship rocks like a 
               boat but suffers no damage.  Klaatu gains control and 
               strangles Steven.  Steven reaches towards the controls of 
               the auto pilot and disengages them.  The ship dips forward 
               and spins out of control. 

-----------------------------------------------------------------------------------------------------
                                                                        67.


               Klaatu and Steven are thrown against the wall.  The G-forces 
               cause Klaatu and Steven to blackout.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- CONTINUOUS

               The ship races through the sky, headed for the highway.  As 
               the ship skips along the highway outside DC.  It crushes 
               several cars before finally coming to a skidding halt.  The 
               passengers of the cars get out and run.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven awakens first.  He rises slowly, taking in the room.  
               He sees Klaatu passed out on the floor.  Through the viewing 
               window he can see in the distance MILITARY VEHICLES racing 
               toward them. 

               Steven makes his way to a console and quickly barks out 
               commands in his native tongue to the screen.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- CONTINUOUS

               The military vehicles grind to a halt.  Their drivers attempt 
               to start them, but are unsuccessful.  The men grab their 
               weapons and proceed on foot.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven looks out the viewing window and sees the men running 
               forward.  He grabs Klaatu by the shoulders and drags him 
               into the center of the room.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- CONTINUOUS

               The Pilots in their F-16's have lost power.  They abandon 
               their ships, ejecting.  The F-16's fall to the ground, on 
               the highway exploding on impact, slowing the advance of the 
               military who proceeds to try and get civilians who are still 
               by their cars out of harms way.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven picks up Klaatu and pins him against the wall.

-----------------------------------------------------------------------------------------------------
                                                                        68.


                                     STEVEN
                         ^Activate restraints.^ 

               He activates the restraints and Klaatu floats up the same 
               way Dr. Barnhardt did.  Steven walks over to a console and 
               punches in a number of commands. 

               Steven turns to Gort.

                                     STEVEN (CONT'D)
                         ^Robot, take sentry outside the ship.  
                         No one enters until I return.  Harm 
                         no one.^

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- CONTINUOUS

               The door of the spaceship opens.  Steven slips out and slides 
               off the side of the ship.  He heads into the nearby woods, 
               headed for DC.

                                                                    CUT TO:

               INT. NURSING HOME - HELENS ROOM -- NIGHT

               Senator Benson looks pensively out the window of Helen's 
               room.  The power is out across the street, up and down the 
               block.

                                     HELEN
                         Bobby?  Is everything ok?

               Senator Benson reaches for his cell phone and tries to place 
               a call, but the screen is dead.  He looks back out the window 
               to see people walking into the street.

                                     SENATOR BENSON
                         No mom.  I don't think it is.

                                                                    CUT TO:

               INT. SENATOR MAXWELL'S OFFICE -- NIGHT

               The Senator stares out the window as his AIDE enters the 
               room.

                                     AIDE
                         Senator, the power is out all over 
                         sir.  The Marshals are asking us to 
                         stay put until they can figure out 
                         what is going on.

                                     SENATOR MAXWELL
                         I know what's going on.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        69.


                                     SENATOR MAXWELL (CONT'D)
                         Find Dr. Barnhardt and Senator Benson 
                         right now.  Tell the Marshals I need 
                         to see the President right away.

                                                                    CUT TO:

               INT. GOSPEL RESCUE MINISTRIES - KITCHEN -- NIGHT

               Earvin, Julius and Loretta sift through drawers and look 
               through cabinets trying to find candles.

                                     LORETTA
                         You find any candles yet?

                                     EARVIN
                         No.

                                     JULIUS
                         Why didn't the backup generator kick 
                         on?

                                     LORETTA
                         I don't know, but we need to find 
                         some candles since the flashlights 
                         don't seem to be working.  Ah, here's 
                         something.

               Loretta pulls out a stove-top lighter and clicks it on.  She 
               illuminates Steven, who is standing right next to her.  His 
               face is sweaty and he's breathing is slightly labored.

                                     LORETTA (CONT'D)
                         Oh Jesus, you scared the hell out of 
                         me.

                                     STEVEN
                         Do you have my bag?

                                     LORETTA
                         Where the hell have you been?  What 
                         is going on?

                                     STEVEN
                         Loretta, I don't have time to explain.  
                         I need you to trust me.

                                     LORETTA
                         No.  We looked inside your bag.  We 
                         found what you've been hiding.  What 
                         the hell is that thing?

               Steven is taken aback by this.

                                     STEVEN
                         And how do you feel?

-----------------------------------------------------------------------------------------------------
                                                                        70.


                                     LORETTA
                         Like crap.  That thing hurt like 
                         crazy.

                                     STEVEN
                         But you saw it?

                                     LORETTA
                         Yeah.  What the hell was it? 

               Steven turns his attention to Earvin and Julius.

                                     STEVEN
                         Did you two see it also?

                                     JULIUS
                         See what?

                                     EARVIN
                         Yeah.  I did.  A little.

                                     STEVEN
                              (to himself)
                         The body chemistry must be close 
                         enough.  A complete connection 
                         shouldn't be that difficult.

                                     LORETTA
                         A complete connection?  What are you 
                         talking about? 

                                     STEVEN
                         Loretta, I don't have time to 
                         explain...

                                     LORETTA
                         Yes, you do!  As of this moment, you 
                         do!  I've gone along with everything 
                         you've asked of me Steven.  But right 
                         now I need to know what that thing 
                         is.

               Loretta and Steven's eyes lock.

                                     STEVEN
                         It's a record.  Of my time on this 
                         planet.  It's my report.  And without 
                         it your world is going to become a 
                         hollowed out cinder.  So I ask you 
                         again, where is my bag?

               Loretta stares at Steven for a moment, considering what to 
               do.  Steven implores Loretta with his eyes, hoping that the 
               connection they share will convince her.  Loretta acquiesces

-----------------------------------------------------------------------------------------------------
                                                                        71.


                                     LORETTA
                              (pointing to the corner)
                         It's over there.

               Steven looks over to the corner in the darkness.  He strides 
               over and picks it up, finding his orb inside.

                                     LORETTA (CONT'D)
                         What are you going to do with it?  
                         How is that supposed to save us?

                                     STEVEN
                         I'm going to help everyone to see 
                         that we have the same heart.  And 
                         I'm going to need your help to do 
                         it.

                                                                    CUT TO:

               EXT. STREETS OF WASHINGTON D.C. -- NIGHT

               The escape pod of Dr. Barnhardt rests in the street, it's 
               tip dug deeply into the ground, the asphalt around it cracked 
               and broken.

               People have begun to cautiously surround it.  A TEENAGER 
               edges closer to the pod.  He slowly extends a hand out to 
               touch it. 

               BANG.  The lid flies off, causing the surrounding people to 
               recoil in fear.  Dr. Barnhardt can be clearly seen, leaning 
               backwards against the wall of the pod.  He slowly hunches 
               forward and falls out of the pod.  The Teenager drops to the 
               ground and flips him over.

               Dr. Barnhardt wakes with a start, sucking in a large GASP of 
               air.  He grabs hold of the Teenager, clutching his shoulders 
               tightly.

                                     TEENAGER
                         Whoa.  Slow down.  You all right 
                         man?

                                     DR. BARNHARDT
                         I need to... I need to... see the 
                         President....

               CRASH!  A rock, smashes a store window.  Rioting and looting 
               has begun.

                                                                   CUT TO: 

               EXT. STREETS OF WASHINGTON D.C. -- NIGHT

               Steve, Loretta, Earvin and Julius make their way through the 
               chaos in the streets on foot.

-----------------------------------------------------------------------------------------------------
                                                                        72.


                                     EARVIN
                         What's goin' on?

                                     LORETTA
                         People taking advantage of the 
                         situation.

               CRASH!  The four turn in fear to the loud noise. 

               A large picture window of an electronics store shatters.  
               Looters run to take away the TV sets and other electronic 
               devices.

               SMASH!  Another window behind them breaks.  They turn, but 
               this time to see Steven has broken the window to a bicycle 
               shop.

                                     STEVEN
                         We need transportation.

                                                                    CUT TO:

               EXT. STREETS OF WASHINGTON D.C. -- LATER

               The four ride through the looting of D.C. Loretta rides her 
               bicycle up closer to Stevens.

                                     LORETTA
                         What are we going to do when we get 
                         there?  If the military is surrounding 
                         the ship, how are we going to get 
                         in?

                                     STEVEN
                         I don't know... I don't know...

               They ride on.

                                                                   CUT TO: 

               INT. WHITE HOUSE -- NIGHT

               Senator Maxwell and Senator Benson are ushered into the Oval 
               Office.  THE PRESIDENT, a grey haired man, stares out over 
               the chaos he sees from his windows.  Candle light flickers 
               off the paintings and walls as they enter room.

               Spencer sits in the meeting area in the center of the room.

                                     BENSON AND MAXWELL
                         Mr. President.  Mr. Spencer. 

               The President continues staring out the window, appearing to 
               take no notice of the Senators.

                                     SPENCER
                         Bob.  Danielle.  Please, have a seat.

-----------------------------------------------------------------------------------------------------
                                                                        73.


               Senator Maxwell and Benson sit down.

                                     SPENCER (CONT'D)
                         I trust you have some sort of 
                         enlightened view on the current 
                         situation.  Something more helpful 
                         than what our military advisers have 
                         already told us. 

                                     PRESIDENT
                         I wonder if this is how Dolly Madison 
                         felt as she fled the city before the 
                         British burned it.

                                     SENATOR MAXWELL
                         It would appear, sir, that the "field" 
                         as it were only...

                                     PRESIDENT
                         ...extends to the edge of the 
                         district.

                                     SENATOR MAXWELL
                         Yes sir.

               The President turns around from the window.  

                                     PRESIDENT
                         What does Dr. Barnhardt think?  Isn't 
                         he supposed to be a specialist on 
                         all our materials relating to the 
                         visitor?

                                     SENATOR MAXWELL
                         We sent the marshals to find him, 
                         but it's difficult to maneuver and 
                         locate him do to the circumstances.

                                     PRESIDENT
                         It's like trying to find a needle in 
                         a stack of needles.  I can't believe 
                         we've been caught so wholely with 
                         our pants around our ankles. 

               There's a knock at the door.  The Aide has returned.

                                     AIDE
                         Sir, they've found Dr. Barnhardt.

                                                                    CUT TO:

               INT. WHITE HOUSE - STATE DINING ROOM -- MOMENTS LATER

               The President, Mr. Spencer and the Senators enter the State 
               Dining Room, which is illuminated beautifully by candles. 

-----------------------------------------------------------------------------------------------------
                                                                        74.


               Dr. Barnhardt sits at the end of one table, being helped by 
               various people, guarded by the Secret Service.  He's taking 
               some pills and drinking water. 

               He sees the President and tries to rise to his feet.

                                     PRESIDENT
                              (motioning with his 
                              hands)
                         No, Dr. Barnhardt, please sit.  They 
                         tell me that they found you in a 
                         metal tank in the street.

                                     DR. BARNHARDT
                         An escape pod, sir.  From the space 
                         ship.

                                     PRESIDENT
                         I see.  Have you any idea of the 
                         events that have transpired in the 
                         last thirty minutes?

                                     DR. BARNHARDT
                         No.  I'm sorry.  I just...

               Dr. Barnhardt shakes.

                                     PRESIDENT
                         It's all right, Doctor.  Is there 
                         anything you can tell us that might 
                         help us defend ourselves against 
                         them.

                                     DR. BARNHARDT
                         I noticed while I was on the ship, 
                         the robot was missing one of his 
                         hands.

                                     SENATOR BENSON
                         It happened while Klaatu was escaping.

                                     DR. BARNHARDT
                         How?

                                     SENATOR BENSON
                         A round from one of the tanks shot 
                         it off.  At close range.

               Dr. Barnhardt's mind is racing.

                                     DR. BARNHARDT
                         A tank round you say?

                                     SPENCER
                         An Abrams M1A1 with a 120 mm smooth 
                         bore cannon.  But it was one round 
                         and several were fired.

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     DR. BARNHARDT
                         They use depleted uranium rounds, 
                         correct?

                                     SPENCER
                         Severely depleted.  The radiation is 
                         so weak it isn't even considered 
                         toxic to work with.

                                     DR. BARNHARDT
                         But what if one round was?  What if 
                         one of those rounds had enough 
                         radioactivity that some how it 
                         weakened the robots skin.

                                     SENATOR MAXWELL
                         If that's true, that means we could 
                         use our nuclear arsenal to defend 
                         ourselves.

                                     DR. BARNHARDT
                         No, we couldn't.  The EM field.  
                         That's must be why they created.  It 
                         inhibits all electrical fields.  
                         Nuclear weapons need their trigger 
                         to go off precisely or they don't 
                         work and all you get it nuclear fall 
                         out.

                                     PRESIDENT
                         So what do you suggest Doctor?

                                                                    CUT TO:

               INT. FORT MCNAIR -- NIGHT

               HANGAR: Army crew work to remove the cannon mounts from the 
               tops of tanks.  They use hand tools and large numbers of men 
               to remove them from the tops of the Abrams tanks.  They use 
               hand cranked cranes to lift them off and lower them onto the 
               backs of trailers.

               WASTE DISPOSAL: Another crew, in radiation suits, opening 
               sealed barrels of radiation.  They use thongs to dip 120mm 
               shells into the waste and pull them out for drying.  

                                                                    CUT TO:

               EXT. ROCK CREEK PARK HORSE CENTER -- NIGHT

               Inside a stable, a YOUNG WOMAN brushes the main of a quarter 
               horse.  She glances outside. 

               A CONTINGENT OF SOLDIERS come running toward her.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        76.


               INT. FORT MCNAIR -- NIGHT

               SOLDIERS, dressed in radiation suits, lead horses pulling 
               the converted trailer/tanks behind them.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC - FOREST -- NIGHT

               Steven, Loretta, Earvin and Julius creep up through the forest 
               to where the spaceship crashed. 

               The military has setup a perimeter around the ship.  Gort 
               continues to stand guard.

                                     STEVEN
                              (to Julius)
                         What do you think?

                                     JULIUS
                         I haven't been in combat in years, 
                         man.  Their guns still work?

                                     STEVEN
                         The EM field only affects electronic 
                         devices.  Guns aren't in that 
                         category.

                                     LORETTA
                         We need a distraction.

                                     JULIUS
                              (a twinkle in his eye)
                         I have an idea.  Be ready to run 
                         when it happens.  Earvin, come with 
                         me.

                                     STEVEN
                         What is it?

               Julius just smiles and the two run off.

                                     STEVEN (CONT'D)
                         Yeah, that doesn't disturb me at 
                         all.

                                                                    CUT TO:

               Julius and Earvin creep up to the abandoned Humvee's.  They 
               each open the fuel takes to the Humvee's, stuffing dry brush 
               into the nozzles.

               Julius pulls out a Zippo brand lighter and lights it. 

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        77.


               BOOM!  Steven and Loretta are surprised by the explosions, 
               as are the soldiers surrounding the ship.  A number of the 
               soldiers take off running back toward the humvees, while 
               others remain.

                                     STEVEN (CONT'D)
                         Come on.

               Steven and Loretta bolt down the hill. 

               Most of the soldiers attention is still directed at the fire 
               that the other soldiers are attempting to fight. 

               A SOLDIER turns his head and is greeted by an elbow across 
               the face from Steven.

                                     STEVEN (CONT'D)
                         ^Gort, attack.  Kill no one.^

               Gorts vacant eyes light up with green fury and he goes to 
               work on the soldiers, tossing them left and right.  They 
               fire at him again, the bullets once more glancing off.

               Steven and Loretta make their way to the ship.  As they move 
               to board, Steven is shot in the back.  Gort grabs the soldier 
               that shot Steven and tosses him into the forest.

                                     LORETTA
                         Oh my god!

                                     STEVEN
                         It's ok. It's ok. Just help me inside. 

               Loretta helps Steven inside.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Loretta drags a severely bleeding Steven into the center of 
               the ship.  He is gasping for her and leaning heavily on her 
               for support. 

                                     STEVEN
                         Put me... put me on the table... 
                         over there...

               Loretta drags Steven to the able he indicates and places him 
               on it.

                                     LORETTA
                         Now what?

               Steven touches a few buttons on the side of the table and 
               passes out.  The lights on the table begin to glow and Loretta 
               steps away from the table.

-----------------------------------------------------------------------------------------------------
                                                                        78.


                                     KLAATU (O.S.)
                         He will be executed for this.

               Loretta spins around to see Klaatu is awake, still hanging 
               from his confines.

                                     LORETTA
                         Why would you do that?

                                     KLAATU
                         Under my present circumstance, I 
                         will accept that as a rhetorical 
                         question.

                                     LORETTA
                         Why would you want to destroy us?  
                         We've done nothing to you.

                                     KLAATU
                         I have no intention of destroying 
                         you.

                                     LORETTA
                         But the warning you left us...

                                     KLAATU
                         At the time, it was appropriate.  
                         But now, we have no need.  In fifty 
                         years, this planet won't be able to 
                         adequately sustain life.

                                     LORETTA
                         What have you done to us?

                                     KLAATU
                         We have done nothing.  You're desire 
                         to rape and pillage this planet has 
                         left you with precious little time 
                         left.  And we have no intention of 
                         helping this planet save itself from 
                         it's own destruction.  To do so would 
                         invite our own possible annihilation 
                         at your hands, and that I won't allow. 

                                     STEVEN (O.S.)
                         ^Hopefully Klaatu, you won't feel 
                         that way very soon.^

               Steven sits up on the bed, completely healed.  The whole in 
               his back sealed.  Steven pulls the orb from his bag.

                                     KLAATU
                         ^That won't change my mind.^

                                     STEVEN
                         Maybe not.  But I think it will change 
                         theirs.

-----------------------------------------------------------------------------------------------------
                                                                        79.


                                     KLAATU
                         ^What are you talking about?^

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC - FOREST -- CONTINUOUS

               Julius and Earvin hide in the trees and watch as Gort fights 
               the soldiers.  Behind them they hear a noise.

                                     JULIUS
                         What is that?

               They look over their shoulders to see the converted trailers 
               pulled by horses have arrived. 

               The Soldiers position the trailers to fire at the ship.

                                     EARVIN
                         What is that all about.

               They fire.  The first shot nails the ship, tearing a hole in 
               it.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Loretta and Steven duck to get out of the way of the shrapnel 
               the round created.  Another round fires through the ship.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC - FOREST -- CONTINUOUS

               Gort takes attention to the weapons firing.  He stops fighting 
               the soldiers and runs at the ones at the trailers.

               A Major on the Trailer Soldiers team sees Gort running at 
               them.

                                     MAJOR
                         Fire at the Robot!  Fire at the Robot!

               The Soldiers turn their weapons on Gort.  The rounds breeze 
               past him and explode behind him.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven and Loretta hug the ground.  Steven looks over at 
               Loretta.

                                     STEVEN
                         Are you all right?

-----------------------------------------------------------------------------------------------------
                                                                        80.


                                     LORETTA
                         I think so. 

               Steven gets to his feet and helps Loretta to hers.  She is 
               visibly in shock. 

               Steven glances out the hole in the ship.  He sees Gort running 
               at the converted trailers.  Steven turns back around.  Klaatu 
               is no longer hanging on the wall. 

               SMACK.  Klaatu punches Steven in the side of the head.  The 
               two struggle and fight, swinging and kicking at each other.

               The two get into a locking maneuver, one not having more 
               control than the other.

                                     KLAATU
                         ^I will not let you jeopardize our 
                         people.^

               Steven head butts Klaatu, freeing them both from the lock.  
               Steven rolls over and grabs his bag.  The two get to their 
               feet and Steven pulls the Glock out of his bag.

                                     KLAATU (CONT'D)
                         

                                     STEVEN
                         To save them.  Yes, I would.

                                     KLAATU
                         ^You can't save them.^

                                     STEVEN
                         We'll see about that.  Loretta.  
                         Loretta!

               Loretta has been in a sort of paralytic-daze.  She looks 
               over at Steven. 

                                     STEVEN (CONT'D)
                         Loretta, what you experienced earlier, 
                         we're going to make the whole world 
                         feel it.  And you're going to help.

                                     LORETTA
                         Ok...

                                     STEVEN
                         I want you to take the orb out of my 
                         bag and hold it over the table.

               Loretta looks over at the bag and picks it up.  She reaches 
               inside and pulls the orb out of the bag, holding it over the 
               table.  Steven punches a few buttons on the counter next to 
               him 

-----------------------------------------------------------------------------------------------------
                                                                        81.


                                     STEVEN (CONT'D)
                         All living things on this planet are 
                         connected.  Much deeper and much 
                         stronger than anyone knows or 
                         comprehends.  But we're going to 
                         open their eyes to it.

                                     LORETTA
                         Ok...

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC - FOREST -- NIGHT

               Gort is still running at the tanks.  As he gets closer, one 
               round pierces through his lower abdomen, creating a sizable 
               hole.  He slows for a moment, then continues his run.

                                     MAJOR
                         FIRE!  FIRE!  FIRE!  FIRE!

               Another round grazes his shoulder.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Same as before. 

                                     STEVEN
                         I need you to act as a conduit.  
                         Through you we'll connect everyone 
                         on to the orb.  It'll be painful.  
                         And it will be hard.  But if we're 
                         going to save the planet, I need you 
                         to do this.  Can you do this?

                                     LORETTA
                         Ok...

                                     STEVEN
                         Is that the same as a yes?

                                     LORETTA
                         Yes...

                                     STEVEN
                         Good.  I want you to place your hands 
                         on the counter.

               Loretta places her hands on the counter.  Steven looks at 
               his watch.  It reads: 10:55pm

                                     KLAATU
                         This won't change anything.

-----------------------------------------------------------------------------------------------------
                                                                        82.


                                     STEVEN
                         People are very lonely on this planet 
                         Klaatu.  Disconnected.  We're going 
                         to bind them.

                                     KLAATU
                         And how is this supposed to change 
                         my mind? 

                                     STEVEN
                         Don't worry, Klaatu.  You get to 
                         come along for the ride too.

               Steven slams his palm on the table top.

                                     STEVEN (CONT'D)
                         ^Transmit.^

               Loretta, Steven, and Klaatu's heads all whip back as if they'd 
               been punched in the face.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC - FOREST -- CONTINUOUS

               The tank commanders fire one last round before they fall 
               over, like people around the world, people's heads whip back 
               as if in a trance.  We follow the last round as it travels 
               straight at Gorts chest. 

                                      END OF ACT TWO

-----------------------------------------------------------------------------------------------------
                                                                        83.


                                        ACT THREE

               EXT. TROPICAL BEACH -- DAY

               LORETTA'S POV 

               We stand on the beach, looking at Steven.  He is once more 
               dressed in his space suit.  Our visions is also blurred in 
               this constructed reality. 

                                     STEVEN
                         Well... let's get started.

               Steven advances toward us.

                                     STEVEN (CONT'D)
                         I apologize for the largeness of the 
                         files.  Fifty years of experiences 
                         are hard to compress.

               Steven steps into Loretta's body and the two become one as a 
               bright light flashes and fills the frame.

                                                                    CUT TO:

               INT. SPACESHIP - 1951 -- NIGHT

               A black and white vision of the past.  Since this is a true 
               vision and not a construct, the images are crisp and clear.

               A young Klaatu stands at the large viewing screen of the old 
               ship from 1951, preparing the thirty minutes of frozen time 
               that enveloped the planet.  

               Steven sits in a corner, breathing deeply.  Without turning, 
               Klaatu speaks.

                                     KLAATU
                         ^You are afraid?^

                                     STEVEN
                         ^A little.^

                                     KLAATU
                         ^You shouldn't be.  You are prepared.  
                         You will be fine.^

                                     STEVEN
                         ^What are you doing?^

                                     KLAATU
                         ^Preparing a demonstration.^

                                     STEVEN
                         ^Will it help?^

-----------------------------------------------------------------------------------------------------
                                                                        84.


                                     KLAATU
                         ^That is for you to decide.^

               SECTION OF FLIPPING THROUGH STEVEN'S TIME ON EARTH, INCLUDING, 
               BUT NOT LIMITED TO:

               - HIM JOINING THE MILITARY AND FIGHTING KOREA

               - BEING PRESENT FOR THE APOLLO LAUNCH

               - BEING IN VIETNAM WITH YOUNG JULIUS

               - OTHER THINGS, ETC.

                                                                    CUT TO:

               INT. RWANDAN SCHOOL ROOM -- DAY

               Steven stands at the front of the class, before him is his 
               class of fourth graders.  A map of the planet hangs behind 
               him.  They all listen enraptured, taking in all he says. 

               A LITTLE BOY raises his hand.  Steven calls on him.  (All 
               dialogue in { } is in French.

                                     LITTLE BOY
                         {But what does this have to do with 
                         us?}

               Steven does a demonstration, making drawings on the blackboard 
               with chalk to represent what he is saying. 

                                     STEVEN
                         {It has a great deal to do with you.  
                         You and the rest of the world.  
                         There's a cycle to all things.  We 
                         are born...
                              (imitates a baby)
                         We hopefully live long and full lives, 
                         playing with friends, falling in 
                         love.  We eat the food we grow, taking 
                         in its nutrients that allow us to 
                         play and love.  But then, one day, 
                         hopefully a long way down the road 
                         of our lives, we die...}

               Steven falls over, pretending to be dead.  The children LAUGH.  
               He sits up right.

                                     STEVEN (CONT'D)
                         {And our body provides life giving 
                         nutrients to the plants and animals 
                         that others will use to survive.  So 
                         too, is the cycle of the planet.  
                         Ice melting and refreezing.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        85.


                                     STEVEN (CONT'D)
                         The current of the air circulating 
                         in the sky.  All the world runs on 
                         cycles.  And if man tampers with 
                         them too greatly, the world won't 
                         know what to do.}

                                     LITTLE BOY
                         {But how could man tamper with 
                         something so large?  We are too small 
                         to have an affect on something so 
                         big.}

               Steven smiles and glances up from looking at the boy to the 
               doorway of the class room.  Janae stands listening and 
               smiling.

               Steven walks over and kneels before the little boy.

                                     STEVEN
                         {Just because you are smaller than a 
                         thing, does not preclude you from 
                         affecting it.  Even someone as small 
                         as you.}

               Steven pokes the Little Boy in the stomach.  He giggles, as 
               does the rest of the class.

               Steven looks down at his watch. 

                                     STEVEN (CONT'D)
                         {Please have your math homework 
                         completed for tomorrow.  On time!  I 
                         do not wish to see anyone completing 
                         it during our grammar lesson!}

               The moment Steven said "Please" the students were up like 
               lightening leaving and preparing to leave.

               Steven saunters over to Janae, flirtatious as ever. 

                                     STEVEN (CONT'D)
                         I'm getting fired.

                                     JANAE
                              (smiling)
                         No.

                                     STEVEN
                         I'm getting a raise.

                                     JANAE
                         No.

               Steven approaches her. 

-----------------------------------------------------------------------------------------------------
                                                                        86.


                                     STEVEN
                         Then tell me, my dear Ms. Janae, to 
                         what do I owe the pleasure of this 
                         visit?

                                     JANAE
                         I thought you might like to have 
                         dinner.

                                     STEVEN
                         Even better.

               The two kiss.  It's a passionate kiss, filled with love.

                                                                    CUT TO:

               EXT. STREETS OF NYAMUGALI, RWANDA -- DAY

               Steven and Janae walk slowly, hand in hand through the Rwandan 
               Village.  Children run and play as adults do their daily 
               work. 

               Steven and Janae wave to one of the adults.

                                     JANAE
                         How much longer do you intend to 
                         stay in Nyamugali?

                                     STEVEN
                         I'm not sure.  I've spent so much 
                         time traveling.  It feels good to be 
                         of use somewhere that really needs 
                         it.

                                     JANAE
                         The children do enjoy having you 
                         here.

                                     STEVEN
                         They are my link to humanity.

                                     JANAE
                         You don't feel, uncomfortable?

                                     STEVEN
                         Being the only white in the village?

                                     JANAE
                         I was going to say, being the only 
                         alien in the village.

                                     STEVEN
                         You do love to focus on that.

-----------------------------------------------------------------------------------------------------
                                                                        87.


                                     JANAE
                         I am just worried that some day, 
                         I'll walk into your classroom and 
                         you'll be gone.  Whisked away on 
                         that spaceship that is coming for 
                         you.

               They stop strolling and Steven turns to face her.  Steven 
               can see the worry in her face.

                                     JANAE (CONT'D)
                         You will tell me before you leave, 
                         won't you?

                                     STEVEN
                         That depends.  Would you prefer to 
                         come with me?

               The worry leaves Janae's face, happiness and jubilation 
               returns. 

                                     JANAE
                         You would take me?

               Steven brings her closer and touches her face.

                                     STEVEN
                         No matter where I go or how far I 
                         travel.  If you'll have me, you can 
                         come.

               Steven kisses her.

               A YOUNG GIRL runs over and tackle hugs Steven.  He picks her 
               up and tickets her.

                                     STEVEN (CONT'D)
                         {Hello little one.  Are we a 
                         troublemaker?}

                                     JANAE
                              (looking down the 
                              street)
                         What's that?

               Steven looks down the street to see a large group of HUTU 
               MEN with Machetes's walking down the street towards them.  
               They grab and hack at whomever is around them.

               Steven, still holding the little girl, grabs Janae's hand 
               with his free one and heads in the opposite direction of the 
               violence.  A car catches Steven's eye.  He bolts for it, 
               pulling Janae with him.

                                     STEVEN
                         Get in.

-----------------------------------------------------------------------------------------------------
                                                                        88.


               Steven puts the little girl in the back seat while Janae 
               gets in the passenger. 

               As he moves to get into the drivers seat he glances down the 
               street to see a group of the Hutu men are running toward 
               them. 

               Steven gets in, reaches under the steering wheel, and hot 
               wires the car.  The car engine fires up.  Steven puts the 
               pedal to the metal. 

               The Hutu's arrive and begin to hack and slash at the car.

                                     JANAE
                         {What is happening?} 

                                     STEVEN
                         Hold on.  Just hold on.

               The passenger side window explodes!  A machete catches Janaes 
               right arm.  Blood spurts uncontrollably.  Janae CRIES OUT in 
               pain.

               Steven reaches out to her as he attempts to control the car 
               with one hand.

                                     STEVEN (CONT'D)
                         Hold it.  Put pressure on it.

               Steven tries to help, taking his eyes off the road for a 
               moment. 

               When his attention returns to the road from STEVENS POV we 
               sees a crowd of people attempting to flee armed men in the 
               street.  

               Steven swerves to avoid them, plowing the car into the a 
               building on the left side of the street.  Stevens head slams 
               into the steering wheel while Janae's hits the windshield.  
               The little girls body flies between them, slamming into the 
               windshield as well.

               Steven awakens from his daze to see the body of the little 
               girl next to him, dead.  He looks to the passenger side of 
               the car.  Janae is gone.  

               STEVENS POV 

               We see motion, but our vision is obscured.  

               STEVEN

               Shakes his head and his vision clears considerably. 

               STEVENS POV

               We men's arms are swinging at something. 

-----------------------------------------------------------------------------------------------------
                                                                        89.


               STEVEN

               Shakes his head again  

               STEVENS POV

               We see five men with machetes's hacking at Janae.

               Rage absorbs Steven as he climbs out the broken drivers side 
               window.  He mounts the car and leaps at the assailants. 

               He grabs's one of their machetes's and hacks and stabs at 
               the men, easily killing the men.

               Steven drops to his knees at Janae's body.  She coughs and 
               hacks blood, slashes and puncture wounds litter her body.

                                     STEVEN (CONT'D)
                         It's ok. You're going to be ok. I'll 
                         heal you.  I'll heal you.

               Steven reaches goes back to the car and grabs his bag out of 
               the back.  He pulls out the balm squeezes some of it onto 
               her wounds.

                                     STEVEN (CONT'D)
                         ^This will heal you.  It has to.  It 
                         has to.^

               Janae stops coughing or moving.  Steven cradles her lifeless 
               body in his arms, crying as he rocks her.

               Men scream in the distance.  Steven looks up.

               TEN MACHETE WIELDING MEN 

               Have spotted him.  He lays Janae's body down on the ground.  

               Steven gets to his feet, holding a machete in each hand.  He 
               stares directly at the men. 

               STEVENS HANDS 

               Adjust his grip on the blades. 

               THE MEN  

               SCREAM and run at him.  Steven, like a quiet warrior, runs 
               at them.  A bright light fills the frame.

                                                                    CUT TO:

               EXT. FOREST OF RWANDA -- NIGHT

               The forest is beautiful at night.  Birds chirp, animals of 
               various shapes and sides make noises as the sun goes down.  
               We hear crying in the distance.

-----------------------------------------------------------------------------------------------------
                                                                        90.


               Janae's body lies next to Steven, who is digging a grave for 
               his love beneath a tree.  He cries, tears running down his 
               face.  He attempts to stop himself, wiping the muck from his 
               face.

               He finishes his hole.  He delicately  and places Janae's 
               inside of it.  He pulls "Utopia" from his bag and places it 
               in her hands.

                                                                    CUT TO:

               Steven walks away, Janae's name carved into the trunk of the 
               tree.  Bright light.

                                                                    CUT TO:

               MORE MONTAGE'S OF IMAGES:

               - STEVEN TRAVELING TO THE US

               - GETTING CRACKED OVER THE HEAD

               - MEETING LORETTA AND EARVIN

                                                                    CUT TO:

               INT. SMITHSONIAN ARTS AND INDUSTRIES BUILDING -- DAY

               PAINTING POV

               Steven stands staring at a painting.  Earvin walks up to him 
               from the side.

                                     EARVIN
                         What's up man?  You like this one?

                                     STEVEN
                         What exhibit did you say this was?

                                     EARVIN
                         Uh..
                              (looks in program)
                         "Lost Modern Art of the Rwandan 
                         People." It's a bunch of art they 
                         found unfinished after the '94 
                         massacre.  You like this one?

               REVERSE ANGLE

               We finally see the painting.  It's the one that Steven had 
               been working on of Janae in his dream.  It's real and breath 
               taking.

                                     STEVEN
                         Yeah.  I do.  I really do.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        91.


               MONTAGE OF ALL THE EVENTS LEADING UP TO THE MOMENT THAT 
               STEVEN SAYS "TRANSMIT"

               INT. SPACE SHIP -- NIGHT

               The Orb has finished it's job.  It's slowly descends to a 
               resting cup beneath it's hovering position.  Loretta and 
               Steven stand, as if frozen.

               LORETTA 

               Vomits and then passes out. 

               STEVEN shakes his head, unaware that Loretta has passed out. 

               CRYING.  Steven turns around and see's Klaatu, who is softly 
               sobbing.  Steven presses a few buttons on the table and 
               Klaatu's invisible restraint's are released.  He falls to 
               the ground, sobbing.

               STEVEN'S WATCH

               The digital numbers click over from 10:59pm to 11:00pm. 

               Steven turns his head around to look at where he thinks 
               Loretta is.

                                     STEVEN
                         Loretta?

               He sees the vomit and looks down.  He kneels down beside 
               her.  He places his face on top of hers to check her 
               breathing.  She is taking very small, labored breaths.

                                     STEVEN (CONT'D)
                         It's all right.  You're going to be 
                         all right. 

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- CONTINUOUS

               The soldiers outside awaken, slowly rising, helping each 
               other up, etc. Their weapons remain on the ground and those 
               holding theirs drop them. 

               Julius and Earvin wander out of the woods.  The soldiers 
               look at them, but do nothing.  Everyone's expressions are 
               like those of lost children looking for their mothers.

               Gort lies on the ground, twitching.  There's a giant hole in 
               his chest.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        92.


               INT. WHITE HOUSE -- CONTINUOUS

               The President awakens from his trance, sitting  upright in 
               his chair.  He looks over at the Senators and Mr. Spencer 
               who are awakening while sitting on couch's.

                                     PRESIDENT
                         What was that?

                                                                    CUT TO:

               EXT. STREETS OF WASHINGTON D.C. -- CONTINUOUS

               The looters are all rising.  They look around at each other, 
               not sure what to do.

                                                                    CUT TO:

               INT. WHITE HOUSE - STATE DINING ROOM -- CONTINUOUS

               Dr. Barnhardt sits in a chair at the end of the table, 
               sobbing.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               Steven hovers over Loretta, petting her head.

                                     STEVEN
                         Come on, now.  Come on.

               Klaatu rises to his feet.  Steven feels his presence behind 
               him as rises, turning to face Klaatu.  Klaatu is holding the 
               Glock in his hand.

                                     STEVEN (CONT'D)
                         What are you going to do Klaatu?
                              (glancing down at the 
                              gun)
                         Do you still want to kill them all?

                                     KLAATU
                         Do you?

                                     STEVEN
                         Sometimes.  But I'm hoping my gamble 
                         has paid off and that I won't have 
                         to feel that way anymore.

               Loretta's hand touches Steven's.  Steven turns back to face 
               her.

                                     STEVEN (CONT'D)
                         Hey.  We almost lost you there?

-----------------------------------------------------------------------------------------------------
                                                                        93.


                                     LORETTA
                         I'm sorry.

                                     STEVEN
                              (smiling)
                         For what?

                                     LORETTA
                         Did we do it?  Did it work?

                                     STEVEN
                         I don't know.  Let's find out.

                                                                    CUT TO:

               EXT. HIGHWAY OUTSIDE DC -- MOMENTS LATER

               Steven and Klaatu help a weak Loretta to exit the ship.  
               Outside, they are greeted by the soldiers.  The two groups 
               stare at each other, not sure what to do.

                                     LORETTA
                         Is this a good sign?

               A few soldiers walk over to help Loretta down from the ship.

                                     STEVEN
                         I'll take this as "yes". 

               Steven leaps down and comes face to face with a SOLDIER. 

               The two look at each other for a moment and then the Soldier 
               reaches out and hugs Steven.

                                     SOLDIER
                         I'm sorry.

               The other soldiers huddle around them into a group hug Steven.  
               Klaatu and Loretta watch.

                                     LORETTA
                         Thaaaaat's interesting.

                                                                    CUT TO:

               EXT. STREETS OF WASHINGTON D.C. -- CONTINUOUS

               The people in the streets hug each other, some sobbing 
               lightly.

                                     PRESIDENT (V.O.)
                         We have been given an incredible 
                         gift.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        94.


               EXT. WHITE HOUSE LAWN-- DAY

               The President stands behind a podium on the White House lawn, 
               the repaired Space Ship his backdrop.  Klaatu, Steven, 
               Loretta, Julius, and the Senators, sit behind them in chairs.  
               A full compliment of reporters snap pictures and video the 
               Presidents address.

               LEGEND: One week later... 

                                     PRESIDENT
                         The gift of love and loss.  The gift 
                         of a shared experience that we can 
                         all treasure and remember.  Of the 
                         love of one man and one woman.  And 
                         of the pain of the loss felt by that 
                         man.  It is that love that has saved 
                         us.  We are all connected.  No matter 
                         who we are, no matter what we do, 
                         regardless of race or country, we 
                         are all one people.  That we can 
                         fight no longer and that peace is 
                         ours to be had.  We must work together 
                         to save our planet and put an end to 
                         our petty bickering.

                                     LORETTA (V.O.)
                         Do you have to go?

                                                                   FADE TO:

               EXT. WHITE HOUSE LAWN -- LATER

               The lawn has cleared.  Steven and Loretta walk slowly, 
               striding hand in hand.

                                     STEVEN
                         I've spent most of my life here.  I 
                         need to return home.  Klaatu and I 
                         have a great deal of explaining to 
                         do to our superiors.

                                     LORETTA
                         What do you think they'll say?

                                     STEVEN
                         If they are anything like Klaatu, I 
                         think their response will be positive.

                                     LORETTA
                         Do you think that you'll come back?

               They stop strolling.

                                     STEVEN
                         Will I have a couch to crash on?

-----------------------------------------------------------------------------------------------------
                                                                        95.


                                     LORETTA
                         Always.

               They kiss lightly on the lips.

                                                                    CUT TO:

               EXT. WHITE HOUSE LAWN -- MOMENTS LATER

               The Space Ship's engine's fire up and it rises off the White 
               House lawn.  Thousands have gathered to watch from outside 
               the fences of the compound.  Loretta, Earvin, Julius, and 
               Senator Benson watch from inside the compound.  The President 
               watch's from his office.

                                     EARVIN
                         Is he ever coming back?

                                     LORETTA
                         I hope so.

                                     JULIUS
                         So what do we do now?

                                     SENATOR BENSON
                         Fix the planet.  Fix ourselves.

               The Space ship disappears as it cross over from sky to space.

                                                                    CUT TO:

               INT. SPACE SHIP -- CONTINUOUS

               STEVEN sits at the controls, fire licking the windows the 
               ship passes through the atmosphere. 

               Klaatu enters from behind and sits down.

                                     KLAATU
                         Feel comfortable flying.

                                     STEVEN
                         Like riding a bike.  I do know how 
                         to drive stick, you know.

                                     KLAATU
                         Then your time on earth was not 
                         wasted.

                                     STEVEN
                         Have we given up on our native tongue?

                                     KLAATU
                         I thought you might like conversing 
                         in English, since you won't have 
                         much use for it back home.  Will you 
                         miss them?

-----------------------------------------------------------------------------------------------------
                                                                        96.


                                     STEVEN
                         Terribly.  But we have people to 
                         convince.  And I'd like to see our 
                         world once more.

                                     KLAATU
                         I wonder if they can save themselves.

                                     STEVEN
                         I think we've given them the thing 
                         they need to do it.

                                     KLAATU
                         You've given it to them.  You're 
                         love has given it to them.

               Steven smiles.  He pulls a photo of Janae out of his pocket 
               and sticks it between the dials and knobs of the controls.

                                     STEVEN
                         Let's go home.

                                                                    CUT TO:

               EXT. SPACE

               The ship flies effortlessly through the quiet of space and 
               then disappears.

                                                                    CUT TO:

               EXT. WHITE HOUSE LAWN -- CONTINUOUS

               Loretta looks up to the sky.  Even in the brightness of the 
               day, she can see the spaceship shine like a shooting star as 
               it races off into space.

               The End. 

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