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            			  G L A S S   S K Y
            
            		      an original screenplay by

            			    Porter R. Wood

            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            							   rev 3.0
            
            					registered WGAe 1999.01.09
            
            


            FADE IN:

            EXT. HIGH-RISE - DAWN

            Sunrise ripples in the glass of a skyscraper. Two
            CONSTRUCTION-BOTS work on an upper floor. They assemble wall
            sections with bolt-gun equipped arms, then suddenly pause, as
            if listening. To the left in an occupied flat, a FIGURE moves
            in the window, a silhouette in the reflected dawn...

            INT. HIGH-RISE FLAT - DAWN

            An OLD MAN in a robe. A VIDEO PROJECTION of the morning news
            hovers in his peripheral vision, obscures his face from view.
            He works a manual espresso machine in an otherwise sleek,
            push-button kitchen. The coffee begins to HISS...

                                FEMALE NEWSCASTER
                      - celebrate a century of peace in the
                      galaxy and honor the day, one hundred
                      years ago, when the Clans of Earth stood
                      united against a common enemy. The day we
                      defeated the Bugs.

            Old Man eats, still hidden. The HISS continues...

                                MALE NEWSCASTER
                      It was a new dawn for all humanity,
                      symbolized in President Yamagochi-Wong's
                      historic decree to reset the Terran
                      Calendar to Zero.

            HISS...

                                FEMALE NEWSCASTER
                      Tonight's New Year's Eve climax of the
                      ninety-ninth Peace Festival will be the
                      single largest celebration in human
                      history. Two hundred billion people will
                      count the stroke of midnight. The eyes of
                      the entire Hegemony will be turned toward
                      us, the mother city, Orbital City One.

            Old Man gestures, and the news vanishes to reveal his
            wizened, Eurasian face. A geometric tattoo covers a bald head
            above a brow scrunched in annoyance. HISS... He turns -

            The espresso machine lies silent, the coffee brewed. He turns
            again as - 

            A LASER BEAM completes its arc through the far wall. The HISS
            stops, a section THUDS to the floor. The Construction-Bots
            zip in, grab Old Man and slam him against the window! Dishes
            shatter.

            Now a MED-BOT, white with a red cross logo, enters. Old Man
            watches helplessly as it moves in on him. 

            Needles and laser scalpels WHIR on a dozen articulated arms.

            EXT. HIGH-RISE - DAWN

            A spray of blood mists the window as...

            EXT. ORBITAL CITY ONE - DAWN

            We lose the building in a massive CITY-SCAPE. Multi-level
            roadways and green parks cut through mile-high skyscraper
            canyons. Farther out - pristine lakes, geometric crop fields,
            lush forests. A megalopolis bigger than Hong Kong, Tokyo and
            New York combined, but clean and beautiful... Utopian. Just
            when the view couldn't possibly get more spectacular...

            EXT. SPACE

            We pass through the clear bubble encasing it and come to rest
            in space. The domed city sits above a long spindle like a
            gigantic top, a silhouette against the rising sun. The curve
            of a dark planet lies below.

            INT. MICHELLE'S BEDROOM

            MICHELLE YEN-SMITH, 30's, wakes violently in the dark. Like
            everyone else in this future society, her features reflect a
            homogenous, blend-of-all-races gene pool - straight black
            hair, honey colored skin, epicanthic eyelids.

            Her fist tightens around an UNSEEN TRINKET that hangs from a
            thin silver chain about her neck. She tucks the necklace back
            under her shirt and wipes her face. Something CHIRPS.

                                MICHELLE
                      Yen-Smith.

            A vid-projection of COMMANDER TOGAWA, a venerable matriarch
            with a tattooed forehead, appears before her.

                                TOGAWA
                      Michelle, I need you. That delayed
                      prisoner download has complicated. Six
                      unrecoverables have escaped and taken
                      hostages - in a first level crŹche.
                      You're to lead the insertion unit.

                                MICHELLE
                      My team's on leave. Most are off-city.

                                TOGAWA
                      You have standbys, greens. A hopper will
                      be at your rooftop in twelve minutes.

                                MICHELLE
                      Yes, Madam.

            EXT. ROOFTOP - MORNING

            Michelle now wears a tight, black, armored police uniform
            that straddles the line between function and fetish. She
            boards a black helicopter-like HOPPER, insignia ESWAT.

            INT. ESWAT HOPPER - MORNING

            Michelle's restraints fasten as the hopper ascends. Six ESWAT
            commandos in identical black armor, three male, three female,
            surround her. MALE COMMANDO nervously tries to strike up a
            conversation.

                                MALE COMMANDO
                      Ironic way to start the big day, isn't
                      it, Madam?

                                MICHELLE
                      No.

            Not the response he expected.

                                MALE COMMANDO
                      But... being called into action... on the
                      last day of the Peace Celebration? That's
                      not ironic?

                                MICHELLE
                      Coincidental. Ironic if we were up
                      against the Bugs, sure, but a bunch of
                      escaped cons? That's just the job.

            Male Commando looks sheepish. FEMALE COMMANDO jabs him with
            her elbow.

                                FEMALE COMMANDO
                      Nothing to wax philosophical over.

            EXT. ORBITAL CITY ONE - MORNING

            The hopper hurtles between towering glass skyscrapers.

            EXT. CRéCHE - MORNING

            COPS hold a crowd of distraught parents at bay. A pair of
            three-meter tall police MECHAS - piloted, bipedal robots -
            stand at the crŹche entrance, where a van-like transport has
            crashed through the doorway. A local POLICEMAN confers with
            Michelle. He's not happy.

                                POLICEMAN
                      With eighty percent of our personnel
                      diverted to festival security, we're
                      spread too thin! Who scheduled a bugging
                      download for today, anyway?

                                MICHELLE
                      The shuttle was delayed at jumpgate. What
                      happened?

                                POLICEMAN
                      Hired suits ambushed us, six officers and
                      a nurse are dead, and now they've taken
                      the babies hostage! 

                                MICHELLE
                      Relax, ESWAT will handle it. I just need
                      to know three things -
                          (counts on her fingers)
                      Their number, location, and weaponry.

                                POLICEMAN
                      We're scanning now.

            INT. CRéCHE LOBBY

            Like every other structure in OC1, a showcase of ergonomic
            design and good Feng Shui. It would be serene if not for the
            broken glass and bloody corpses littering the floor.

            Three stoic male SUITS with shades and snub-nosed pistols
            guard what's left of the entrance.

            Behind the reception desk several frantic NURSES are
            corralled, face down, by two NERVOUS MALE CONS who sport
            prison uniforms and high-tech machine guns.

            The obvious LEADER, a male prisoner armed with a big pistol,
            shouts at two unarmed YOUNG CONS - one male, one female - by
            the nursery entrance.

                                LEADER
                      I don't care, bring 'em out here! They're
                      no good to us back there!

                                YOUNG FEMALE CON
                      You don't know what you're asking.

                                LEADER
                      NOW!

            The Young Cons scurry through the door toward the nursery.
            Leader turns to the others.

                                LEADER (cont'd)
                      What good are the buggers if they're not
                      under our guns? Bargaining power, it's
                      all about bargaining power!

            Nervous Male Cons nod their heads vigorously.

                                LEADER (cont'd)
                      You don't want to rot away on Earth, do
                      you?

            Nervous Male Cons shake their heads vigorously.

                                LEADER (cont'd)
                      Now that we have their precious babies we
                      can negotiate transport back. They'll do
                      whatever we ask - it's Peace Day!

            He fumbles with the reception desk vid-phone. The image of
            the Policeman outside appears.

                                LEADER (cont'd)
                      Where's my hopper?

                                POLICEMAN
                      Our negotiator wants to discuss your
                      terms face to face. It's standard
                      procedure. She's coming in now, unarmed. 

                                LEADER
                      What?

            Michelle climbs in around the overturned transport, hands
            raised. Dressed in a skirt, blouse and jacket, she is calm
            and professional. Perky, even.

                                MICHELLE
                      Hi! My name is Michelle Yen-Smith, and
                      I'm going to be your negotiator today!

                                LEADER
                      How nice.
                          (to Suits)
                      Frisk her!

            The three Suits approach, all business-like. MIDDLE SUIT
            holsters his gun under his jacket to frisk her, while the two
            Flanking Suits keep their pistols trained on her.

            The frisk reveals a GUN under Michelle's jacket!

            Middle Suit shakes his head - this is her cue. As he reaches
            with his right hand into her jacket to grab her gun, she
            whips her left hand into his jacket, grabs his gun and PLUGS
            him once in the belly, then...

            Draws her own weapon with her right hand and, arms akimbo,
            simultaneously BLOWS AWAY the two flanking suits as...

            The dumbfounded Nervous Cons open fire -

            Bullets rip into Middle Suit's back as Michelle slides feet
            first between his legs, both guns blazing -

            She takes down the two Nervous Cons, then rolls, dodging
            three shots from Leader, and dives behind a large planter.

            INT. CRéCHE NURSERY

            The Young Cons wade a sea of SCREAMING BABIES. Toys and
            educational vid-projections cut through the crawling surf.

                                YOUNG FEMALE CON
                      You hear something?

            INT. CRéCHE LOBBY

            Leader dives under the reception desk and fires six more
            shoots around the corner at Michelle. The planter explodes
            but Michelle leaps over unharmed.

            Leader grabs a terrified NURSE and hauls her up, his gun to
            her head, just as Michelle flips onto the desk, both her guns
            in his face.

                                LEADER
                      That's not negotiating! This is
                      negotiating - DROP YOUR GUNS OR SHE DIES!

            Michelle smiles.

                                MICHELLE
                      You don't have any bullets left.

            Not the response he expected.

                                LEADER
                      But... I fired nine rounds!

                                MICHELLE
                      Nine just now, but when did you change
                      clips? Was it before you killed those
                      cops? After? How many times did you shoot
                      that nurse, anyway?

            Leader glances uncertainly at his gun.

                                LEADER
                      Like you'd know.

                                MICHELLE
                      It's my job to know.

            Leader ponders all this as sweat rolls down his face. His gun
            shakes. Nurse swallows, staring straight at Michelle.

            INT. CRéCHE HALLWAY

            Young Female Con peers around the entrance into the lobby.
            Young Male Con stands behind her.

                                YOUNG FEMALE CON
                      This is bad.

                                YOUNG MALE CON
                      ESWAT, probably, and she's not alone. The
                      whole place will be swarming with cops in
                      seconds.

                                YOUNG FEMALE CON
                      What do we do?

                                YOUNG MALE CON
                      Don't worry, everything's going according
                      to plan.

            With that cryptic remark, he KICKS her through the door!

            INT. CRéCHE LOBBY

            Leader turns toward the movement and FIRES a single round!
            Michelle kicks Nurse out of the way and body-slams Leader.
            Everybody hits the floor. Young Female Con is dead, a bullet
            hole in her forehead. Nurse is safe, if stunned. Leader and
            Michelle lie face to face, gun to head. Leader LAUGHS -

                                LEADER
                      No bullets, huh? So what was that?

            Michelle smiles again, sweetly.

                                MICHELLE
                      I lied. You had one bullet left.

            She watches his face as the implication ... slowly... sinks
            in. He SCREAMS and pulls the trigger - CLICK CLICK CLICK. She
            cold-cocks him.

            The commandos enter with Young Male Con in custody as
            Michelle helps Nurse to her feet.

                                MICHELLE (cont'd)
                      Sorry about that. You okay?

            Nurse is still staring at Michelle, dreamily.

                                NURSE
                      O...kay...

            Michelle removes her jacket and drapes it over Nurse's
            shoulders. Male Commando passes with Young Male Con.

                                MICHELLE
                      Nice of you to join us.

                                MALE COMMANDO
                      Madam! It was the babies! They slowed us
                      down. He was trying to hide in a play
                      house.

                                YOUNG MALE CON
                      I was just in the same transport, I never
                      wanted to -

            Michelle palms Young Male Con's mouth and cocks a thumb at
            Leader unconscious on the floor behind her.

                                MICHELLE
                      Get Tweedledee and Tweedledum into
                      confinement, and then see that those
                      babies are cared for. Fly in nursemaids,
                      hypnotists, whatever's needed. These are
                      their formative years, understand?

                                MALE COMMANDO
                      Yes, Madam!

                                MICHELLE
                      Dismissed!
                          (to Nurse)
                      Greens! Come on, let's get some air.

            She helps Nurse out as cops and medics begin mopping up.

                                NURSE
                      So... you're a police negotiator?

            Nurse is sincere, she doesn't get it. Michelle LAUGHS.

                                MICHELLE
                      I haven't had my coffee yet.

            EXT. SPACE

            A SPACESHIP materializes in the giant ring of a JUMPGATE and
            glides silently toward a red PLANET. It descends into orbit.
            A grid-work of slender thorns seem to pierce the surface of
            the planet. Closer... The thorns are SATELLITES in
            geosynchronous orbit, insignia EDF. Closer... The planet
            below looks familiar. The oceans have boiled away and massive
            craters pockmark the surface, but there is no mistaking it -
            future Earth. 

            Lifeless wasteland below, void of space above, the ship
            approaches Orbital City One, suspended between.

                                FEMALE COMPUTER VOICE
                      Welcome to Orbital City One Central
                      Computer.

            INT. SPACESHIP CABIN

            DETECTIVE MASAMI VALENTINE, 40's, inserts a tiny disc in a
            slot by her seat.

                                VALENTINE
                      Access OC1 Customs and cross-reference
                      against file "Kang, Endo" now uploading.
                      Clearance code seven seven nine,
                      Detective Valentine, Mars Police Force.

            A robot steward refills a tea bowl on the fold-out table
            beside her. She waves it off.

                                FEMALE COMPUTER VOICE
                      Clearance verified. Cross-referencing
                      retinal, genetic, and synaptic pattern
                      records. How far back shall I search?

                                VALENTINE
                      Six months.

                                FEMALE COMPUTER VOICE
                      No match.

                                VALENTINE
                      Okay, two years.

                                FEMALE COMPUTER VOICE
                      No match.

                                VALENTINE
                      Come on, if Carlos says you're here...
                      Ten years.

                                FEMALE COMPUTER VOICE
                      Working.

            Valentine sips her tea.

                                FEMALE COMPUTER VOICE (cont'd)
                      No match.

                                VALENTINE
                      Bugger. Alright, get me the local police.

            EXT. SIDE STREET - MORNING

            Quiet and tree-lined. Traffic drives on the left. PAPINA
            NAKAMURA WASHINGTON, 20's, writes a ticket on the windshield
            of a parked car. She wears a short-skirted police uniform and
            pushes a tiny scooter marked OC1 PF. Something CHIRPS. 

                                PAPINA
                      Washington.

            A vid-projection of LIAM, Papina's boyfriend, appears.

                                LIAM
                      Konnichiwa!

                                PAPINA
                      Liam! I told you not to call while I'm on
                      duty, you'll get me in trouble!

                                LIAM
                      Like you're busy.

                                PAPINA
                      The action never lets up.

                                LIAM
                      Well, you don't make mecha pilot straight
                      out of the academy.

                                PAPINA
                      I know, but Traffic Enforcement? It's
                      slow torture!

                                LIAM
                      Punishment for your criminal beauty.

            Papina rolls her eyes.

                                PAPINA
                      I gotta go.

                                LIAM
                      At least meet me for lunch! It is a
                      holiday.

                                PAPINA
                      Don't remind me. I can be at Sung Ho's
                      around 13:00. You remember the place?

                                LIAM
                      Sure.

                                PAPINA
                      Good boy. Try to remember something else?
                      DON'T CALL ME AT WORK!

                                LIAM
                      Anything you say, officer. Be careful.

                                PAPINA
                      'Kay.

            The vid-projection disappears and she mounts her scooter.

                                PAPINA (cont'd)
                      Like anything exciting is going to happen
                      to a bugging meter maid!

            She guns the little non-combustion motor and takes off.

            SUDDENLY - a six-wheeled AMBULANCE, without lights or siren,
            blasts through the intersection right on top of her! She
            stands on the brakes, pops a wheelie and...

            Bounces her front tire off its side!

            She skids to a halt as it vanishes around the next corner.

                                PAPINA (cont'd)
                      TURN ON YOUR SIREN! Brain-dead moron!

            INT. AMBULANCE - MORNING

            The driver lies dead across the seats, a hole in his head.
            The ambulance takes hair-pin turns without him. Disturbing
            GURGLING and SUCKING sounds come from the rear...

            Where Med-Bot operates on something unseen.

            INT. ESWAT HOPPER - MORNING

            Michelle and her team head back. The commandos talk amongst
            themselves, but Michelle is silent, elsewhere. She fidgets
            with her necklace, clutching the trinket. 

            She closes her eyes.

            INT. DREAM HALLWAY - FLASHBACK

            A YOUNG GIRL, five or six, runs down a dark hallway. We see
            her from the viewpoint of another child, following behind.

                                YOUNG GIRL
                      You can look all the way down! Don't take
                      so long!

            INT. ESWAT HOPPER - THE PRESENT

            Michelle snaps open her eyes. Female Commando stares at her.

                                MICHELLE
                      What?

                                FEMALE COMMANDO
                      I said, you look awfully down. Is
                      something wrong?

            Michelle shakes her head.

                                FEMALE COMMANDO (cont'd)
                      You were great, you know, cool as a cuke.

                                MICHELLE
                      We endangered those babies.

                                FEMALE COMMANDO
                      Madam, we saved those babies. You saved
                      those babies. You're a hero. And I know
                      one nursemaid who's going to have wet
                      dreams about you for the rest of her
                      life!

            Michelle LAUGHS.

                                MICHELLE
                      And we got the bad guys.

                                FEMALE COMMANDO
                      And we got the bad guys.

            Male Commando looks at them jealously.

            EXT. DOCKING BAY

            Valentine's spaceship docks next to a larger vessel. Her
            window reflects the thirty meter tall lettering along its
            hull - TERRAN MINING CO-OP. Repair mechas swarm about it,
            armed with welding guns.

            INT. SPACEPORT

            Valentine frowns at a display - 99.12.31 / 08:27:00. 

            She paces in the center of a vast, bustling concourse. She
            waits impatiently. She fidgets. Her fidgeting grows more and
            more pronounced. Eventually she bolts toward...

            INT. BATHROOM

            The public facilities. Spacious, unisex, and replete with
            waterfall and meandering brook. Stalls and sinks are half
            hidden by lush greenery. ANNOUNCEMENTS punctuate the sound of
            SINGING BIRDS. Valentine disappears into a stall. After she
            flushes she makes a call.

                                VALENTINE
                      Directory Assistance.

                                MALE COMPUTER VOICE
                      Individual or cooperative?

                                VALENTINE
                      Individual. Longo, Carlos Li.

            She listens to the CHIMES of her connecting call.

                                VALENTINE (cont'd)
                      You better have a good excuse, friend.

            She lets it ring as she leaves the stall and walks to the
            sinks. Halfway there she stops... Listens...

            CHIRPS, in sync with the CHIMES of her call, echo from a
            nearby stall. She approaches... Hesitates... Opens the door.

            CARLOS LI LONGO sits slumped on the toilet, dead and bloody.
            His personal vid-phone still CHIRPS until -

                                MALE COMPUTER VOICE
                      No answer.

            She kneels, fishes something out of his pocket.

                                VALENTINE
                      Yeah. He's not in.

            EXT. CENTRAL STRUCTURE - MORNING

            A massive round minaret, CENTRAL STRUCTURE towers above the
            city that radiates from its axis.

            INT. CENTRAL COMMAND

            The nerve center of OC1. Commander Togawa moves through the
            swarm of people toward her office. Her assistant ALEXI looks
            up as she approaches.

                                ALEXI
                      Commander! Call for you from a martian
                      detective, says it's urgent.

                                TOGAWA
                      In my office.

            INT. TOGAWA'S OFFICE - MORNING

            A gently curving glass wall reveals a breathtaking view high
            above the city. No desk, but a raised platform where Togawa
            sits lotus as vid-projections of data surround her.

                                TOGAWA
                      Togawa.

            Valentine's face appears.

                                VALENTINE
                      Madam. Detective Valentine, MPF. I have
                      reason to believe that Endo Kang is here,
                      on Orbital City One.

            Togawa's face betrays her shock for a split second, then...

                                TOGAWA
                      Do you think he plans to sabotage the
                      Peace Festival?

                                VALENTINE
                      That would be his style.

                                TOGAWA
                      You have our full cooperation, Detective.
                      I'll send my best officer to meet you.

                                VALENTINE
                      Thank you, Madam.

            Valentine's image vanishes. Togawa rises, walks to the
            window, and stares out at the city under her protection.

                                TOGAWA
                      Endo Kang... Ancestors help us...

            EXT. FLIGHT DECK - MORNING

            The ESWAT hopper lands on a flight deck that rings Central
            Structure. Michelle steps down, raising a hand against the
            sun as her hair whips about in the wind. Beyond her squads of
            cops perform their morning T'ai Chi in gentle unison.

            INT. MICHELLE'S OFFICE

            Michelle slips off her shoulder holster and hangs it over a
            traditional Wing Chun practice dummy. CHIRP.

                                MICHELLE
                      Yen-Smith.

            The image of Alexi appears.

                                ALEXI
                      Good morning, Madam. Two messages. The
                      lab guys called, your prototype is ready.

                                MICHELLE
                      Hmph! About time.

                                ALEXI
                      And Commander Togawa wants to see you in
                      her office.

                                MICHELLE
                      Am I in trouble?

                                ALEXI
                      Does the name Endo Kang mean trouble to
                      you?

            Michelle is shocked to hear the name.

                                MICHELLE
                      Endo Kang? Ancestors help us... That name
                      means trouble to everyone!

            EXT. ALLEY - MORNING

            The ambulance pulls into a narrow, dark alley. It continues
            along until the alley opens into...

            EXT. ABANDONED ROBOT FACILITY - MORNING

            A derelict loading dock. The ambulance backs up beneath the
            sign RETOOLING FACILITY 6246 - NO HUMAN ACCESS. Its rear door
            opens and Med-Bot wheels a gurney into the bay. On the gurney
            rests a CUBICAL DEVICE.

            INT. LOADING BAY - MORNING

            A dead end. Med-Bot extends an articulated arm and taps a
            keypad hidden in the wall. The floor slowly DESCENDS to...

            INT. BASEMENT

            A dark, empty basement. Med-Bot rolls over to a featureless
            wall and again accesses a hidden keypad. A patch of wall
            emits the green light of scanning lasers. Med-Bot lifts the
            cubical device into the glow to reveal...
            THE SEVERED BUT STILL LIVING HEAD of Old Man! Wired in a
            complex array, it floats in a clear fluid, mouthing a silent
            scream as the lasers scan its lidless eyes.

            A huge hidden door snaps open in a cloud of dust. Med-Bot
            switches off the head-device and discards it.

            INT. SECRET MILITARY INSTALLATION

            Harsh and utilitarian in contrast to the city above. Lights
            and monitors sputter to life as systems power up. Med-Bot
            moves past sinister equipment and racks of weapons to a tall
            CYLINDRICAL DEVICE and inserts an adaptable interface arm
            into a socket.

            Vapor HISSES as the cylinder flowers open around A FIGURE
            shrouded in mist, as if straight from a forge or a freezer.
            The mist disperses in ribbons of white to reveal...

            THE GIRL, 18. Naked. Eyes closed. Still. Lifeless.

            SUDDENLY - her eyes snap open, cat-like nictitating membranes
            retract, and pupils dilate with a shutter-like CLICK.

            EXT. PARK - MORNING

            Papina cuts past elaborate booths and tents on her scooter.
            All around revelers gear up for tonight. She stops at an
            illegally parked car, takes out her pen... 

            And scrawls directly on the windshield. Tiny graphics and
            legalese appear - a futuristic parking ticket. Halfway
            through she screws up and starts to erase it.

            SUDDENLY - A CAR SQUEALS around a curve into the wrong lane
            and CLIPS the side mirror off the parked car as Papina stands
            there gaping. 

            Papina leaps onto her scooter and zips down the sidewalk in
            crazed pursuit. People get out of her way in a hurry.

            INT. CAR - MORNING

            Two UNSAVORY MALES, obviously celebrating for days now and in
            no condition to drive.

                                UNSAVORY RIDER
                      You just hit that car?

                                UNSAVORY DRIVER
                      Car?

            EXT. PARK - MORNING

            Unsavory Driver casually hangs his right arm out the window
            as they careen around a pond and exit the park, oblivious.

            Papina cuts across the grass toward a pedestrian bridge.

            The stairs meet the bridge at a right angle. Papina stands
            like a mountain biker, bounces up and banks off the low wall
            to change direction - 

            Straight into a startled group of people crossing the bridge! 

            Papina weaves frantically between them, somehow missing
            everybody. She jets down the opposite stair and...

            EXT. STREET/CAR - MORNING

            Bursts through a wall of bushes to land in the wrong lane
            right beside the car!

                                PAPINA
                      WEY!

            Driver looks over, startled.

                                UNSAVORY DRIVER
                      What the bug?

            Papina slaps one end of a pair of cuffs around his wrist.
            Cars in the right lane HONK and swerve around her.

                                PAPINA
                      PULL OVER!

            Driver spins the wheel to the left with his free hand.

            The car swerves and jerks Papina off her scooter! She grabs
            the cuffs with both hands and brings her feet up to slam onto
            the car door as her scooter clatters away behind her.

            Driver SCREAMS in pain as Papina hangs from his wrist. He
            releases the wheel. It snaps back.

            The car rolls and takes Papina with it. She lets go of the
            cuffs at the top of the arc and catapults through space,
            toward certain death against the tarmac...

            But instead splashes miraculously through SAND.

            The car lands back on its wheels and bounces.

            The Unsavories fall back into their seats, terrified.

                                UNSAVORIES
                      Waahhhh!

            EXT. STREET - MORNING

            Papina reaches out, grabs a round rock lying nearby, and
            hurls it, smashing the car's rear window. She sticks out her
            tongue and tugs an eyelid as the car peels away.

                                PAPINA
                      Nyaaa!

            Papina hears LAUGHTER and looks up. An amused crowd points at
            her from the sidewalk. She looks down and realizes why.

                                PAPINA (cont'd)
                      Nice move, Papina. Way to go.

            She's ruined a beautiful Zen garden by sliding all the way
            across it on her butt.

            EXT. ALLEY - MORNING

            Papina finds her battered scooter and stands it up, revealing
            a non-regulation decal - a big-eyed cartoon squid with the
            words PROPERTY OF PAPINA in bubbles coming from its mouth.

                                PAPINA'S VOICE
                      There you are.

            The scooter HUMS to life on the first kick and Papina jets
            down the alley - but the front wheel is bent, forcing her
            around a corner. 

            EXT. ABANDONED ROBOT FACILITY - MORNING

            Papina stops, consults a vid-projection map and scratches her
            head. Something makes her look back up.

                                PAPINA
                      No bugging way!

            It's that ambulance, with a big skid mark on the side!

                                PAPINA (cont'd)
                      Well hello Mister No-Siren!
                          (engages kickstand)
                      Peace Festival or not, nobody tries to
                      run over Papina Nakamura Washington -
                          (whips out her pen)
                      - without getting a ticket!

            INT. SECRET MILITARY INSTALLATION

            The Girl stands nude before a computer terminal. Her fingers
            are literally a blur on the keyboard as data flashes past at
            an incomprehensible rate. She stops typing and the display
            freezes on a single image -

            The teardrop-shaped bottom of the city's spindle.

            The Girl glances at Med-Bot, communicating silently. Med-Bot
            then rolls over to a rack of explosive devices and begins to
            vent oxygen from a respirator attachment. HISS...

            INT. AMBULANCE - MORNING

            Papina peers in through the blood-spattered windshield.

                                PAPINA
                      Oh bugger.

            INT. SECRET MILITARY INSTALLATION/BASEMENT

            Med-Bot extends an arm into the stream of gas. The tip, a
            laser scalpel, begins to glow.

            The Girl squats on all fours on the elevator platform.

            EXT. ABANDONED ROBOT FACILITY - MORNING

            BOOM! The loading bay vanishes, replaced by a geyser of an
            explosion that erupts up the elevator shaft. It flips the
            tiny ambulance into the air like a toy as...

            The Girl shoots straight up, tucked unscathed in a ball,
            riding the shock wave!

            Papina is thrown on her back as the ambulance turns end-over
            end in the air above her. She SCREAMS and scampers backwards
            as it slams on its roof mere centimeters from her feet.

            The Girl lands like an Olympic gymnast on the overturned
            vehicle, squats, and shoots up again, out of sight over an
            adjacent building. The ambulance rocks on its roof. 

            Papina lies on her back, breathless, as the rain of flaming
            debris peters out.

                                PAPINA
                      Okay... I should report this...

            She picks her way through the burning rubble.

                                PAPINA (cont'd)
                      This is TE Blue Three Seven Three. I've
                      got a code - I mean codes - Four-eleven,
                      Five-twenty-six, and, um, Eight-oh-one.
                      Location unknown. Run a trace.

            INT. CENTRAL COMMAND

            A pair of police vid-phone OPERATORS handle the call.

                                FEMALE OPERATOR
                      Roger, Blue Three Seven Three, locating.
                          (aside to co-worker)
                      Homicide, Bombing, and Public Nudity?

                                MALE OPERATOR
                      It's a holiday.

            INT. TOGAWA'S OFFICE - MORNING

            Togawa and Michelle view a vid-projection mug shot of Endo
            Kang. He is old, tall, and genetically augmented.

                                MICHELLE
                      And after Titan he vanished.

                                TOGAWA
                      Thirteen years without a trace. But the
                      officer originally involved -

                                MICHELLE
                      Valentine.

                                TOGAWA
                      Yes, the famous Detective Valentine. Her
                      partner Longo retired here in 92. Three
                      days ago he sent for her saying he had
                      information about Kang. She found him
                      murdered at the spaceport when she
                      arrived this morning.

                                MICHELLE
                      Has he been questioned?

                                TOGAWA
                      Unfortunately he had declined
                      Installation.

            CHIRP. The image of Alexi appears.

                                ALEXI
                      Excuse me Madam, but one of our TE
                      officers just reported an explosion at a
                      mysterious robot facility.

                                TOGAWA
                      Mysterious?

                                ALEXI
                      According to Central Computer it doesn't
                      exist.

            Michelle and Togawa look at each other.

                                ALEXI (cont'd)
                      It gets better...

            EXT. SIDE STREET - MORNING

            Two teenage STUDENTS walk along a shady avenue. They wear
            traditional sailor-fuku style school uniforms.

                                FEMALE STUDENT
                      Biggest holiday ever!

                                MALE STUDENT
                      It's only a half-day.

                                FEMALE STUDENT
                      It's the principle! Besides, Punctured
                      Bubble's playing at Jodo's all day. I'll
                      miss their first set.

                                MALE STUDENT
                      They stink like dead Bug. You should come
                      with me. I've got invitations to an
                      exclusive party.

                                FEMALE STUDENT
                      Right. I'd sooner die than be seen at a
                      party with you!

            Male Student stops and stares at something down the street.

                                MALE STUDENT
                      Forget I asked. I'm taking her.

            Female Student looks. Walking toward them is The Girl,
            completely naked and completely unconcerned about it.

                                MALE STUDENT (cont'd)
                      Must have started celebrating early.

                                FEMALE STUDENT
                      What's wrong with her?

                                MALE STUDENT
                      Wrong with her? She's perfect!

                                FEMALE STUDENT
                      She's brain fried. And you're stupid.

            The Girl stops before them, looks Female Student up and down.

                                MALE STUDENT
                      I think she likes you.

                                FEMALE STUDENT
                      Wey, lady, you okay?

            The Girl grabs Female Student by the throat. 

            Male Student moves to intervene, but The Girl kicks him -
            first in the knee, snapping his leg backward, then in the
            head. He crashes through the windshield of a car parked
            across the street.

            Female Student's eyes bulge as she tries to scream.

            Her feet kick air for a second, then stop.

            INT. POLICE CAR - MORNING

            Michelle, in her black uniform again, sits behind the wheel
            of an ultra-compact cop car and scans the crowd. Suddenly her
            face lights up.

            EXT. G-RAIL STATION - MORNING

            Michelle gets out of the car as Valentine exits the station.

                                MICHELLE
                      Lieutenant Commander Yen-Smith. Commander
                      Togawa sent me.

                                VALENTINE
                      Valentine, MPF.

                                MICHELLE
                      I... I have to tell you, Madam, this is a
                      great honor. Your dedication and
                      resourcefulness are inspirational to me.
                      Ever since I was a cadet I've followed -

                                VALENTINE
                      We're wasting time.

            Michelle is miffed at this rude response, then embarrassed by
            her own gushiness. She opens the car door in silence.

            INT./EXT. POLICE CAR - MORNING

            Safety restraints glide into place as Michelle starts the
            car. She shoots Valentine a glance and floors it.

            They blast through traffic, weaving in and out, SIREN
            wailing. Michelle drives like a stuntwoman. Valentine eyes
            the speedometer.

                                VALENTINE
                      Listen - I was short back there.

                                MICHELLE
                      You were right. We have a job to do.

                                VALENTINE
                      I was rude and I apologize. I guess I'm
                      still upset about Carlos.

            Now Michelle really feels like a heel. She looks at Valentine
            instead of the road.

                                MICHELLE
                      I'm so sorry! I wasn't thinking!

            Valentine would rather Michelle pay attention to her driving.

                                VALENTINE
                      Forget it. Just keep us under seven G's,
                      okay?

            Michelle looks back, smiles, hits the brakes...

                                MICHELLE
                      Easy enough, we're here.

            And SKIDS the car sideways into a tiny parallel space.

            INT. APARTMENT BUILDING LOBBY

            Michelle and Valentine flash vid-projection ID's at the cops
            in the lobby as they stride through.

            INT. ELEVATOR

            The doors close. Michelle fidgets with her necklace again.

                                VALENTINE
                      You okay?

            Michelle selfconsciously clasps her hands behind her back and
            the necklace drops out of her collar. 

                                MICHELLE
                      Fine.

                                VALENTINE
                      What's that?

            Valentine peers at the trinket - a child's plastic toy KITTY
            KAT RING. Michelle stuffs it back beneath her collar,
            embarrassed.

                                MICHELLE
                      A memento. From my childhood.

            INT. HALLWAY

            The elevator doors open. Three BOMB-SQUAD COPS have blast
            shields set up around Longo's flat. 

                                BOMB-SQUAD COP
                      Lieutenant Commander! Negative scan!

            Michelle and Valentine approach the door.

                                MICHELLE
                      The Detective and I will enter alone.

            Valentine holds up the key-card.

                                VALENTINE
                      Ready?

            Michelle draws her gun and nods. Valentine SWIPES the lock.

            INT. LONGO'S FLAT

            Michelle rolls in ESWAT style, whipping her gun around, as
            Valentine enters casually, activates the lights with a
            gesture and starts a methodical search. Michelle looks
            embarrassed but continues by the book and secures every room.

                                VALENTINE
                      I've searched his personal files on
                      Central Computer, nothing.

                                MICHELLE
                      Then the data he left for you must be
                      here. What media?

                                VALENTINE
                      I don't know. A disc, a letter...

            Michelle notices some ancient books on a shelf.

                                MICHELLE
                      A book?

            She pulls one at random - the I Ching.

                                VALENTINE
                      He'd want to hide it better than that...
                      but he'd want me to find it.

            Michelle replaces the book, disappointed but determined.

                                MICHELLE
                      Does anything look out of place in here?
                      A detail you would notice, but a stranger
                      wouldn't?

                                VALENTINE
                      I think you're over-thinking this,
                      Lieutenant Commander.

                                MICHELLE
                      Oh. Top-to-Bottom job?

            Valentine nods.

                                VALENTINE
                      Try not to break anything.

            EXT. ABANDONED ROBOT FACILITY - DAY

            Police comb the ruins as Togawa steps down from a hopper. She
            startles Papina at the mouth of the blast hole.

                                PAPINA
                      Commander!

                                TOGAWA
                      Relax, officer. Did you see her face?

                                PAPINA
                      Yeah, I made her.

            An OFFICER lugs over a blackened cube.

                                OFFICER
                      Commander! Look at this.

            They turn their backs on Papina to examine it.

                                OFFICER (cont'd)
                      The missing head from this morning?

                                TOGAWA
                      Only missing head I'm aware of.

            Papina stands on her toes, trying to get a peek.

                                PAPINA
                      Missing head?

            ANOTHER OFFICER rushes up.

                                OTHER OFFICER
                      Commander! A half K east!

            INT. LONGO'S FLAT

                                VALENTINE
                      Noodles!

            Valentine stands on a stool in the kitchen and triumphantly
            produces a pack of instant noodles from an upper cabinet.
            Michelle and the Bomb Squad cops stare at her blankly.

                                VALENTINE (cont'd)
                      Carlos was an expert chef. We used to
                      call him God of Cookery. He hated instant
                      noodles!

            She empties the pack on the table. Nestled amid the dry
            noodles and flavor packets is a tiny DISC, labeled with a
            hand drawn heart.

                                VALENTINE (cont'd)
                      Looks like you had the right idea,
                      Lieutenant Commander.

                                MICHELLE
                      Call me Michelle. Commander Togawa!

            EXT. SIDE STREET - DAY

            Togawa stands beside Male Student's corpse in what is now a
            sectioned off crime scene. Michelle's image appears.

                                TOGAWA
                      Togawa.

                                MICHELLE
                      We found a disc. We're heading back.

                                TOGAWA
                      I need you here. There's a... problem.
                      All we have at this point is a physical
                      description of the suspect. Washington?

            Papina looks up from something on the ground.

                                PAPINA
                      Um, female adolescent, height one-sixty,
                      slender build, wearing a school uniform.

            EXT. ORBITAL CITY ONE - DAY

            A squadron of police hoppers and SKY-BIKES leave the towers
            of Central District behind and swoop low over a great lake.
            Beyond the lake is more city. Banners and lights hang above
            streets full of revelers. The titanic party is just getting
            underway.

            EXT. POLICE STATION - DAY

            Hoppers land on the roof as sky-bikes swoop down into a
            street-level garage.

            INT. POLICE STATION

            Papina leads Michelle and Valentine through the bustle.

                                PAPINA
                      Prelim analysis suggests it was some old
                      Earth Defense Force lab. All kinds of
                      captured Bug stuff in it.

                                VALENTINE
                      You mean the schoolgirl -

                                PAPINA
                      Is an ancient Bug weapon, according to
                      Togawa. Says this Kang guy found a way to
                      activate her.

            They stop before a huge vid-projection - a schematic of OC1.
            It plots a predicted course for The Girl based on the two
            previous encounters.

                                PAPINA (cont'd)
                      She's headed straight toward Central
                      District, but we don't know why.

                                MICHELLE
                      We'll have to evacuate everyone within
                      this radius.

                                PAPINA
                      That's exactly what Togawa said, before
                      she left to question the deceased.

                                VALENTINE
                      Question the deceased?

                                MICHELLE
                      Which deceased?

                                PAPINA
                      The head. There was a head. In a box.

                                VALENTINE
                      Exactly how do you question a deceased
                      head in a box?

            Papina looks at Valentine like she's stupid.

                                PAPINA
                      In City Memory, of course!

                                MICHELLE
                          (to Papina)
                      Detective Madam is from Mars, she
                      wouldn't know about that.

            Papina looks contrite as Michelle explains to Valentine.

                                MICHELLE (cont'd)
                      Most adult citizens of OC1 have regular
                      synaptic imprints taken. Then, when we
                      die, our last imprint is installed in
                      City Memory. There our minds, our
                      thoughts and memories - our souls - live
                      on forever in the matrix.

                                PAPINA
                      Another ghost in the machine.

                                MICHELLE
                      It's just our way of honoring our
                      ancestors. I understand the practice is
                      uncommon elsewhere in the Hegemony.

                                VALENTINE
                      Mars is over-populated. We don't need our
                      dead hanging around too.

            Michelle and Papina smile politely, unsure if that was
            supposed to be a joke or not.

                                MICHELLE
                          (to Papina)
                      Where's the target now?

                                PAPINA
                      Well, we haven't exactly been able to
                      locate her with scanners just yet.

                                MICHELLE
                      It's only a matter of time. Thank you,
                      officer.
                          (to Valentine)
                      You'll want some body armor. And guns.

                                VALENTINE
                      I knew you'd say something like that.

            Valentine heads off. Michelle turns to a computer and begins
            to scan through data. Papina loiters behind her.

                                PAPINA
                      And me?

            Michelle turns, surprised to see Papina still there.

                                MICHELLE
                      Washington, right?

                                PAPINA
                      Yes, Madam! Papina Nakamura Washington,
                      TE Officer Blue Three Seven Three!

                                MICHELLE
                      Good work, Washington. You're a credit to
                      your department.

                                PAPINA
                      Wait. You're sending me home?

            Michelle doesn't have time for this.

                                MICHELLE
                      This is a matter for ESWAT, not TE. Even
                      you would agree that -

                                PAPINA
                      Commander Togawa seemed to think my -

                                MICHELLE
                      Commander Togawa left me in charge. We're
                      after an alien weapon, officer, not a
                      double-parked -

                                PAPINA
                      But -

            Michelle looks like she's going to explode...

                                MICHELLE
                      DISMISSED!

            And so does Papina. She gives a mocking salute...

                                PAPINA
                      Yes, Madam!

            And marches off. Michelle rubs her forehead.

                                MICHELLE
                      Greens!

            EXT. ELEVATED WALKWAY - DAY

            A COP looks down on the evacuation - a vast river of people
            and cars. A pair of armored TRANSPORTS and POLICE in riot
            gear push against the crowd. Several SKY-BIKES streak past.

                                VOICE
                      All citizens must evacuate the area
                      immediately! We apologize for the
                      inconvenience. All citizens must evacuate
                      the area immediately!

            A shadow falls across Cop's back. He turns -

            It's The Girl, in her new sailor blouse, skirt, white socks
            and ponytails. 

            Cop makes the mistake of reaching for his gun.

            INT. FIRST POLICE TRANSPORT - DAY

            Cop crashes through the windshield from above.

            EXT. STREET - DAY

            The Girl drops from the walkway, flashing white panties, and
            lands on the transport, denting the roof.

            ANOTHER COP tumbles out the passenger door, swinging a
            machine gun up and around. The Girl flips off the roof, grabs
            his head between her legs, twists it completely around and
            snatches the gun from his dead hand before she even touches
            ground!

            The crowd reacts in panic.

            The Girl FIRES behind her, without looking, into the open
            door of the transport. The DRIVER dies in a hail of bullets.
            OTHER COPS scramble to surround her. She spins, still firing,
            and they fall in a circle.

            She drops the now empty gun.

            MORE COPS attack. She crouches like a spider, springs high
            into the air and KILLS THEM ALL in an astonishing burst of
            kung fu!

            INT. SECOND POLICE TRANSPORT - DAY

            The PATROL LEADER shouts at a vid-projection as behind him a
            FEMALE OFFICER assembles a small missile launcher.

                                PATROL LEADER
                      Yes, officers down! It doesn't show up on
                      the - what is this bugging thing?

            INT. POLICE STATION

            Valentine, now in ESWAT black, races in as a KLAXON sounds.
            Michelle and a TECH address the panicked Patrol Leader.

                                TECH
                      Mecha squad en route.

                                MICHELLE
                      Backup is on the way!

            INT./EXT. SECOND POLICE TRANSPORT/STREET - DAY

            Female Officer kicks open the rear door and sees The Girl
            kill three more cops with a single blood-splattering move.

                                FEMALE OFFICER
                      Duck, sir.

            Patrol Leader hits the deck as Female Officer FIRES a missile
            out the back door. The recoil blast shatters the windshield.

            The Girl moves her torso just enough to dodge the missile. It
            EXPLODES a car behind her, engulfing her in smoke.

            Patrol Leader peeks over the seat as Female Officer
            frantically loads another missile.

            The Girl emerges from the smoke, somersaulting closer -

            Female Officer jams the missile in and aims -

            The Girl leaps high into the air, out of sight -

            The ceiling above Female Officer collapses inward -

            INT. POLICE STATION

            The vid-projection turns to static -

            EXT. STREET - DAY

            The transport EXPLODES as The Girl leaps from its roof over
            the stampeding crowd. She lands on another car - it too
            crumples from the impact - and bounces up, in another
            incredible arc, to disappear into the unknowing masses far
            ahead.

            INT. POLICE STATION

            The room is stunned silent. 

            Valentine notices Michelle ball a fist.

                                VALENTINE
                      It's not your fault. We didn't know it -

                                MICHELLE
                      We don't know anything! We can't even
                      track it!

                                VALENTINE

                      We know it's designed to blend in, the
                      first thing it did was acquire native
                      costuming. We know it's still headed
                      straight toward Central District. If it's
                      using our evacuation as cover...

            Valentine studies the map.

                                VALENTINE (cont'd)
                      ...it'll take the G-rail across the lake
                      with everyone else. We intercept here.

            She indicates the shore of the lake. The words GRAVITY-RAIL
            STATION NEBRASKA appear beneath her finger.

                                MICHELLE
                      We can't attack that thing in a crowd, it
                      would endanger civilians.

                                VALENTINE
                      It's a Bug weapon, it's designed to
                      endanger civilians! We have to stop it
                      now before it gets to wherever it's going
                      and does whatever it's going to do when
                      it gets there!

                                MICHELLE
                      Alright! But there's too many people in
                      the engagement area. First we have to
                      bring those numbers down, thin the crowd
                      around it...

            Michelle looks at the map, studying the long bridge across
            the lake - the gravity rail line.

                                MICHELLE (cont'd)
                      We let it board. Then, when it reaches
                      the middle of the lake we -

                                VALENTINE
                      Don't tell me. Blow up the train.

                                MICHELLE
                      Basically.

            Michelle suddenly slaps her forehead, realizing they still
            need -

                                MICHELLE (cont'd)
                      Washington!

            EXT. POLICE STATION - DAY

            A POLICE MECHANIC rolls Papina's scooter out of the garage.

                                POLICE MECHANIC
                          (patronizing)
                      Looks like you took quite a spill there.

                                PAPINA
                          (sarcastic)
                      It was a doozy.

            Papina glumly climbs on and drives away.

                                PAPINA (cont'd)
                      Stuck up ESWAT know-it-alls. I'll make
                      quota plus with the whole place
                      evacuated!

            Michelle rushes out as Papina jets past, oblivious.

                                MICHELLE
                      Washington! Wait!

            Michelle lunges and grabs Papina's arm. Papina's scooter
            shoots out from beneath her and slams into a cop car as she
            lands on her fanny.

                                PAPINA
                      Ow! What the bug?

            Michelle helps her up.

                                MICHELLE
                      Sorry! Look, we still need you. That
                      robot's disappeared into the crowd and
                      you're the only one who can ID it.

            Papina brushes herself off.

                                PAPINA
                      If I see her jaywalk I promise you'll be
                      the first to know.

            Michelle glares at her.

                                PAPINA (cont'd)
                      Lighten up, it's a joke! I'd do anything
                      to get into one of those cool uniforms!

            Papina gives a thumbs-up. Michelle grabs her wrist and pulls
            her back into the station.

                                MICHELLE
                      Don't be a brat!

                                PAPINA
                      What about my scooter?

                                MICHELLE
                      Forget the bugging scooter!

            INT. CITY MEMORY

            Vaulted, white and featureless like a streamlined church, a
            wide isle runs between rows of white cubicles. At the altar
            end, where a cross or Buddha might sit, a cylinder rises to
            the ceiling ten meters above. It GLOWS an undulating blue.

            Togawa walks with a CENOBITE, an elderly man dressed halfway
            between a clean-room tech and a monk. He reverently carries a
            small metal BOX. They stop before a cubicle and the Cenobite
            gestures at the door. It opens.

            INT. CUBICLE

            They face an altar-like control panel with a round
            receptacle. The Cenobite ceremoniously kneels and opens the
            metal box. He removes a small silver SPHERE and inserts it
            into the receptacle. The sphere begins to GLOW blue, then
            fades to black as lights on the altar take on the glow. 

                                CENOBITE
                      May your thoughts forever guide us.

            The Cenobite removes the sphere, replaces it in the box and
            leaves. Togawa kowtows at the altar.

                                TOGAWA
                      Can you hear me?

            Silence. Then a VOICE, soft and ghostly -

                                OLD MAN'S VOICE
                      ... Where am I? ...

                                TOGAWA
                      You're in City Memory now. Do you
                      understand?

            Beat...

                                OLD MAN'S VOICE
                      ... How did I die? ...

                                TOGAWA
                      You were murdered. Now listen carefully.
                      I want you to tell me about the EDF lab.
                      Tell me about your work there, during the
                      war. Tell me about the Bug weapon.

                                OLD MAN'S VOICE
                      ... Murdered? ...

                                TOGAWA
                      What is its design? Its objective?

                                OLD MAN'S VOICE
                      ... I don't know ...

                                TOGAWA
                      Listen! Your head was used to gain
                      access. Your retina scan opened the door.
                      A Bug robot was activated, a girl.

                                OLD MAN'S VOICE
                      ... M-Sixty-Six ...

                                TOGAWA
                      What?

                                OLD MAN'S VOICE
                      ... The number ... The serial number on
                      her neck ... M-66 ... Why would a Bug
                      weapon have a serial number? ...

            EXT. G-RAIL STATION NEBRASKA - DAY

            Riot cops and police mechas try to keep the crowd from
            trampling itself.

            INT. G-RAIL STATION NEBRASKA - DAY

            Half-panicked civilians jostle for position on the platform.
            Michelle, Valentine and Papina enter in black ESWAT armor.
            Michelle also wears a backpack. Three commandos accompany
            them as they spread out through the crowd.

                                MICHELLE
                      Stay in com, audio only. We're just
                      assisting with the evac.

            Papina scans the people streaming into the station.

                                PAPINA
                      She was naked when I saw her.

                                MICHELLE
                      Use your imagination.

            Papina frowns, looks around and sees -

            Several schoolgirls scattered through the crowd -

            A schoolgirl pressed against the glass of a train -

            What looks to be a schoolgirl from behind but is actually a
            woman in a suit. 

            Papina shakes her head.

                                MICHELLE (cont'd)
                      Get away from there!

            Michelle YELLS at a gaggle of kids huddled at the end of the
            platform, beneath the sign DANGER - EXPOSED SINGULARITY -
            KEEP CLEAR! They are tossing small balls down the center of
            the track, the object being to spiral one's ball as long as
            possible before it's snatched away by the gravitational
            force. One LITTLE GIRL throws a good one just before Michelle
            yanks her up.

                                MICHELLE (cont'd)
                      Brats!

            Papina cranes her neck, trying to see what Michelle is doing,
            as behind her BUSLOADS OF STUDENTS pour into the station.

            The kids scatter. Little Girl squirms in Michelle's grip.

                                MICHELLE (cont'd)
                      Why do you monsters always want to play
                      where you shouldn't? It's dangerous!

                                LITTLE GIRL
                      Bug off!

            Little Girl wiggles loose and vanishes into the crowd. She
            ducks first between the legs of adults, then under the skirt
            of a schoolgirl.

            Papina realizes she's surrounded by hundreds of students.
            Valentine sees Papina looking around in panic, overwhelmed.

                                VALENTINE
                      Michelle!

            Michelle spins and sees the students moving toward her. The
            police usher them ahead through the crowd.

                                MICHELLE
                      Washington?

            Papina searches frantically as they pass on all sides.

                                PAPINA
                      I don't -

            Then she sees it, the calm eye in the hurricane of students -
            the expressionless face of The Girl.

                                PAPINA (cont'd)
                      The one in the center, she stays in the
                      center!

            Michelle and the commandos see The Girl now as well. The
            train glides silently to a stop.

                                MICHELLE
                      ESWAT, as planned. Valentine, take the
                      rear car. Washington?

            Papina looks excitedly toward the train.

                                PAPINA
                      Yes, Madam?

            The doors open. Michelle enters the first car.

                                MICHELLE
                      Good work. Dismissed.

            Papina's face crumbles. She stands dumbstruck as the crowd
            flows past her toward the train doors.

            Male Commando watches The Girl approach. He nervously
            swallows as she brushes past him, then lowers his gun across
            the door to block the crowd behind her.

                                MALE COMMANDO
                      No more room. Wait for the next train.

            There are only about twenty students in the car.

            INT. FIRST CAR - DAY

            Michelle leans into the DRIVER's cockpit.

                                MICHELLE
                      Close the doors.

            INT. G-RAIL STATION NEBRASKA - DAY

            The commandos step in as the doors close. Papina plops down
            on a bench in the crowd, dejected.

            EXT. TRAIN - DAY

            A series of metal clamps beneath the cars tighten around the
            invisible G-rail and the train leaves the station. It picks
            up speed to race across an impossibly long bridge fifty
            meters above the water.

            INT. FIRST CAR - DAY

            Michelle observes the cars on the Driver's display - five in
            all. The Girl sits in the middle of the third.

                                MICHELLE
                      Perfect.

            The speedometer nears 150 kph. Michelle turns to the Driver.

                                MICHELLE (cont'd)
                      Easy! Slow it down to a crawl.

                                DRIVER
                      But there's another train right behind.

                                MICHELLE
                      Not anymore. Tell your conductor I'm
                      ordering them all stopped. ESWAT
                      emergency.

                                DRIVER
                      You're the boss.

            Driver makes the call as Michelle studies the monitors.

                                MICHELLE
                      Valentine, I need you to help move the
                      civvies from the fourth car into the
                      fifth, quietly. Once everyone is in we'll
                      detach it and you'll evacuate to the
                      concourse below the track.

            INT. G-RAIL STATION NEBRASKA - DAY

            Papina slouches on the bench, listening in.

                                MICHELLE'S VOICE 
                      I'll clear the second car into the first,
                      and detach it.

                                VALENTINE'S VOICE
                      What about the students in the third car?

                                MICHELLE'S VOICE
                      Leave that to me.

                                PAPINA
                          (under her breath)
                      Peh! Lousy plan.

            INT. FOURTH CAR - DAY

            Valentine enters through the connecting door.

                                VALENTINE
                      Your attention, please!

            INT. THIRD CAR - DAY

            Male Commando watches through the rear window as Valentine
            clears out the fourth car.

                                MALE COMMANDO
                      Madam?

            He glances nervously at The Girl, who stares straight ahead.

            INT. FIRST CAR - DAY

                                MICHELLE
                      Stand by, kid. It's you and me on this
                      one.

            The Driver pokes her head out.

                                DRIVER
                      My conductor says he won't stop any
                      trains during an evacuation.

            Michelle's jaw tightens. She walks back and leans over the
            Driver. On the display is the fat male CONDUCTOR.

                                MICHELLE
                      Stop the trains. Now.

                                CONDUCTOR
                      Regulations for civilian evacuation
                      clearly state -

                                MICHELLE
                      ARE YOU BLIND? DO YOU NOT RECOGNIZE THIS
                      BLACK UNIFORM? ESWAT!!

            INT. THIRD CAR - DAY

            Male Commando winces as he overhears.

                                MICHELLE'S VOICE 
                      IN A TACTICAL EMERGENCY OUR ORDERS
                      OVERRIDE ALL OTHERS, PERIOD!!

            INT. G-RAIL STATION NEBRASKA - DAY

            From where she sits Papina can see the control room that
            overlooks the platform. In the window, the Conductor reels
            from Michelle's verbal assault.

                                MICHELLE'S VOICE
                      IF ONE OF MY OFFICERS TELLS YOU TO BAKE A
                      BUGGING CAKE YOU'LL DO IT OR BE SENTENCED
                      TO EARTH FOR OBSTRUCTING JUSTICE!

            INT. FIRST CAR - DAY

                                MICHELLE 
                      NOW HALT THE TRAINS AND CLEAR THE TRACK
                      AHEAD OF US, THAT'S AN ORDER!!

            Michelle leaves the cockpit and walks huffing toward the
            second car. 

            The passengers watch her in silence, frightened.

            INT. G-RAIL CONTROL ROOM - DAY

            The visibly shaken Conductor and his assistants stand before
            a vid-projection map of the G-rail system.

                                CONDUCTOR
                      Better do as she says.

            Suddenly Papina kicks the door in!

                                PAPINA
                      ESWAT emergency! I need a platform car on
                      the track!

                                CONDUCTOR
                      Now what?

                                PAPINA
                      You heard me, old man! MOVE IT!

            INT. SECOND CAR - DAY

            Michelle clears the last of the civilians from the second car
            into the first.

                                MICHELLE
                      Valentine, all clear?

            INT. FOURTH CAR - DAY

            Valentine stands at the rear door. The car is empty.

                                VALENTINE
                      Clear.

            INT. THIRD CAR - DAY

            Male Commando sweats as he listens in.

                                MICHELLE'S VOICE
                      Driver, disconnect the rear car.

            A slight lurch. Through the empty car behind him, he sees the
            last car fall slowly away. Some of the students look up.

                                STUDENTS
                      Wey! What's going on?

            INT. SECOND CAR - DAY

            Michelle sits on the floor with her back to the third car and
            snakes out of her backpack.

                                MICHELLE
                      You're on, kid.

            INT. THIRD CAR - DAY

            Male Commando uses his crowd control voice.

                                MALE COMMANDO
                      Your attention, please!

            INT. SECOND CAR - DAY

            Michelle opens the backpack and removes a rifle-styled
            grenade gun, then two cases of grenades - one labeled
            CONCUSSIVE and the other EXPLOSIVE.

                                MICHELLE
                      On my mark, driver.

            EXT. G-RAIL STATION NEBRASKA - DAY

            Papina runs out and shouts to a cop leaning against a mecha.

                                PAPINA
                      ESWAT emergency! Wey! Buddy!

            INT. THIRD CAR - DAY

            Male Commando walks down the aisle.

                                MALE COMMANDO
                      Remain seated! You are in no danger. Stay
                      calm and follow my instructions.

            INT. SECOND CAR - DAY

            Michelle loads a concussion grenade into the gun.

                                MICHELLE
                      Mark.

            INT. THIRD CAR - DAY

            The train lurches dramatically this time, as the first car
            detaches and speeds away.

            Some of the students scramble to the windows.

                                MALE COMMANDO
                      Remain seated! Once the train has come to
                      a complete stop, I will assist everyone
                      out through this door.

            A SCHOOLBOY sitting beside The Girl raises his hand.

                                MALE COMMANDO (cont'd)
                      No questions! Just sit quietly!

            EXT. BRIDGE - DAY

            The three stranded train cars glide slowly to a halt.

            INT. SECOND CAR - DAY

            Michelle fastens an explosive grenade to a clip on her arm.

                                MALE COMMANDO'S VOICE
                      Starting with the back section, stand one
                      at a time and come forward.

            INT. THIRD CAR - DAY

            The students from the rear queue down the aisle.

                                MALE COMMANDO 
                      Front and middle sections, stay seated.
                      One at a time, that's it.

            EXT. BRIDGE - DAY

            The students step down from the train and make their way to
            the stairs several meters ahead.

            INT. SECOND CAR - DAY

            Michelle waits, her finger beside the trigger.

                                MALE COMMANDO'S VOICE
                      Okay. Now the front.

            INT. THIRD CAR - DAY

            As they wait for the front section to evacuate, Schoolboy
            eyes The Girl's figure.

                                SCHOOLBOY
                      What a fascist! There's no reason we
                      can't all just walk out the doors, but it
                      has to be single-file lockstep to suit
                      this guy. Still, it's more fun than Pre
                      Hegemony history class.

            The Girl looks at him, nods silently, and looks away.

                                SCHOOLBOY (cont'd)
                      Strong and silent type, huh?

            Male Commando watches them nervously.

                                MALE COMMANDO
                      Now the middle, starting with you.

            He indicates the student sitting farthest from them, so The
            Girl will be last to exit.

            INT. SECOND CAR - DAY

            Michelle rolls to a crouch below the rear window.

                                MALE COMMANDO'S VOICE
                      That's it. Only seven more. Six...

            She releases the safety.

            INT. THIRD CAR

            Male Commando moves down the aisle toward the middle of the
            car. The remaining students stand and file past.

                                MALE COMMANDO 
                      Five...

            Time slows down. He draws closer to The Girl. She stares
            straight at him. Schoolboy stands. The next student passes.

                                MALE COMMANDO (cont'd)
                      Four...

            Almost to The Girl... Their eyes locked...

                                MALE COMMANDO (cont'd)
                      Three...

            Now she stands...

                                MALE COMMANDO (cont'd)
                      Two...

            She looks straight into his eyes as... 

            A bead of nervous sweat trickles down his forehead. He
            glances away for a fraction of a second and...

            She knows something's up - her third eyelids flick into place
            as she switches to combat mode.

            Male Commando dives onto the last two students.

                                MALE COMMANDO (cont'd)
                      NOW!

            INT. SECOND CAR - DAY

            Michelle springs to her feet and FIRES the concussion grenade
            through the window.

            INT. THIRD CAR - DAY

            The Girl looks up -

            The grenade EXPLODES against her stomach and propels her
            backwards as every window shatters. She smashes through the
            far end of the third car... 

            INT. FOURTH CAR - DAY

            And into the fourth, collecting several rows of seats behind
            her before coming to a stop in the rear.

            INT. THIRD CAR - DAY

            Michelle leaps in through the window. Male Commando staggers
            to his feet as the two students scamper from beneath him.

                                MICHELLE
                      Get out!

            She snags the other grenade from her arm as...

            INT. FOURTH CAR - DAY

            The Girl stands up, not a scratch on her.

            INT. THIRD CAR - DAY

            Michelle loads the grenade and aims - just as Schoolboy
            stumbles and falls against her. She shoves him off and aims
            again, but it's too late.

            The Girl flips back into the car as Male Commando spins and
            fires. His shots hit only seat, ceiling, and seat again.

            Michelle glances at the two students stumbling to the exit
            and lowers her weapon - the explosion would kill everyone.

            Male Commando levels and fires straight at The Girl. She
            kicks off a seat and soars out the window, grabs the window
            edge with one hand, whips back in the adjacent window, and
            lands a kick to Male Commando's stomach that blasts him down
            the aisle.

            His gun sails out another window.

            He slams into Michelle and knocks her down. His body armor is
            cracked, his chest crushed. Blood gushes from his mouth.

            EXT. LAKE - DAY

            Male Commando's gun splashes into the water far below.

            INT. THIRD CAR - DAY 

            Michelle squirms under Male Commando's corpse as The Girl
            attacks.

                                MICHELLE
                      Sorry, kid.

            Michelle kicks her dead comrade toward The Girl - who swats
            him aside like an insect. It buys Michelle enough time to
            flip to her feet and bring the grenade launcher up to block
            The Girl's superhuman blow - which bends the weapon.

            EXT. BRIDGE - DAY

            The last two students jump from the train and haul ass.

            INT. THIRD CAR - DAY

            The Girl attacks with lightning fast kicks and punches that
            Michelle barely manages to block with the grenade launcher.

            Michelle drops the battered weapon and dives feet first under
            the seats, toward the rear of the car.

            The Girl's fist explodes through the seat bottom, narrowly
            missing Michelle's face.

            Michelle slides into the aisle behind The Girl, drawing her
            pistol. The Girl spins and smacks it from her hand.

            Michelle SCREAMS in pain as her right arm breaks sickeningly
            against the metal edge of the seat. 

            Her pistol bounces gently on the cushion.

            The Girl rears up to deliver a death blow... but is knocked
            backward by a sudden BURST of gun fire! Michelle tilts her
            head back and sees, upside down -

            Valentine enter from the fourth car, pistol blazing!

            Michelle snags her gun off the seat with her left hand as
            Valentine steps beside her. They empty their weapons at The
            Girl, who flips back through the shattered window into the
            second car.

            Michelle drops her spent pistol and rolls forward to grab the
            hopelessly dented grenade launcher. She aims and pulls the
            trigger. Nothing happens.

            INT. SECOND CAR - DAY

            The Girl crouches, then sprints back toward them.

            INT. THIRD CAR - DAY

            Valentine slaps a fresh clip into her gun and raises it in a
            two-handed grip. She squints...

            Sights through the window... 

            At the box of grenades marked EXPLOSIVE on the floor just
            before The Girl...

            And squeezes the trigger.

            EXT. BRIDGE - DAY

            KABOOM! The second car explodes, propelling the third and
            fourth cars back along the track.

            INT. THIRD CAR - DAY

            The blast destroys the front end of the car and showers
            Michelle and Valentine with flaming debris.

            INT. CAUSEWAY - DAY

            The last students down the staircase hit the floor as the
            entire structure shudders.

            EXT. BRIDGE - DAY

            The second car is a blazing wreck. The surviving cars come to
            a stop several meters away from it.

            INT. THIRD CAR - DAY

            Valentine helps Michelle to her feet.

                                MICHELLE
                      What the bug? Where - uh!

            Michelle grimaces in pain as Valentine helps strap her broken
            arm to her chest with the clasps of her uniform.

                                VALENTINE
                      Ladder outside the fourth car.

                                MICHELLE
                      You would have been killed if this had
                      gone how I planned!

                                VALENTINE
                      I thought you might need some help.

                                MICHELLE
                      You disobeyed my -

                                VALENTINE
                      So I'll bake you a bugging cake! What's
                      important is we're done here and now we
                      can go find Kang.

            A metallic SCRAPING sound draws their attention. They look
            out the hole at the front end of the car and see The Girl
            climb from beneath a pile of burning upholstery on the second
            car! She leaps straight up and disappears. 

            A second later the ceiling above them DENTS inward. They turn
            and see, through the hole at the rear of the car, the ceiling
            of the fourth car dent a second after that. The Girl has
            jumped right over them, heading back.

            SUDDENLY - the rear of the fourth car BURSTS INWARD and they
            are thrown to the floor by...

            EXT. BRIDGE - DAY

            A CHAIN REACTION COLLISION - the third car separates and
            flies forward to collide with the flaming wreckage of the
            second car. The second car flips up and crashes askew back on
            the track. 

            One corner dips too close to the G-rail.

            INT. THIRD CAR - DAY

            Valentine watches in amazement as the second car is UNFURLED
            and snatched away by the gravity rail in a flaming spiral!

            Michelle witnesses an equally remarkable sight as The Girl
            CRASHES through the roof of the fourth car, her leg in the
            grip of a POLICE MECHA as it swings its massive arm down to
            slam her into the floor!

            EXT. BRIDGE - DAY

            Michelle and Valentine dive out onto the track. The fourth
            car is demolished, the abandoned fifth car sticks out of it,
            and a PLATFORM CAR is wedged into that. The Mecha straddles
            the train and repeatedly punches The Girl pinned to the
            floor, WHAM WHAM WHAM WHAM WHAM! 

            INT. MECHA COCKPIT

            Papina couldn't be happier. Tactical displays gleam in her
            wild eyes as she flails away, oblivious.

                                PAPINA
                      - and that and that and that and - !

            EXT. BRIDGE - DAY

            The vibrations knock Michelle over. She hits the walkway on
            her right arm, SCREAMS in agony and slips over the side.
            Valentine catches her by the left arm just in time.

            INT. MECHA COCKPIT

            Papina notices pieces of the train beneath The Girl disappear
            down the gravity-rail.

                                PAPINA 
                      - that and that and - huh?

            EXT. BRIDGE - DAY

            The Mecha pauses, right fist raised. The Girl runs up its
            chest, kicking it backwards onto the crumpled fifth car.

            INT. MECHA COCKPIT

            Papina bonks her head.

                                PAPINA
                      Ouch!

            EXT. BRIDGE - DAY

            Valentine almost goes over herself, but she manages to grab
            the edge of the walkway as Michelle swings helplessly in her
            grasp.

            The Girl leaps into the air. The Mecha flips upright - just
            in time to take The Girl's kick in the chest.

            INT. MECHA COCKPIT

            The displays turn alarmingly red.

                                PAPINA
                      Oof!

            EXT. BRIDGE - DAY

            The Mecha lands on its back on the raised section of track
            between the G-rails and skids, shooting sparks. 

            The Girl leaps again and lands on its chest with a CRUNCH.

            INT. MECHA COCKPIT

            The displays go black.

                                PAPINA
                      Wahhh!

            EXT. BRIDGE - DAY

            The Girl pounds through the Mecha's armor as Valentine pulls
            Michelle back up to the walkway.

                                MICHELLE
                      Get out of that mecha!

            The Girl's punches drive the Mecha out over the track. Its
            right arm falls near the G-rail and is ripped off.

            INT. MECHA COCKPIT

            Papina SCREAMS, pinned down and terrified.

                                MICHELLE'S VOICE
                      Pop the hatch!

            EXT. BRIDGE - DAY

            The back hatch opens. Papina drops to the bottom of the
            track, just missing the G-rail. The Mecha lurches above her
            as The Girl leaps high into the air...

            And is struck by a missile! The explosion blasts The Girl
            into the lake. 

            An ATTACK HOPPER swoops into view. The ESWAT hopper follows,
            trailing a line with a yellow handle. Commander Togawa stands
            at the open hatch.

                                TOGAWA
                      Grab the line!

            Michelle and Valentine grab the motorized handle and are
            whisked into the hopper.

            Papina, however, is stuck at the bottom of the track beside
            the G-rail, under her teetering Mecha. She SCREAMS and curls
            into a ball as it topples over....

            Onto the gravity-rail. Five tons of metal are miraculously
            sucked away mere centimeters from crushing her!

                                TOGAWA'S VOICE
                      It's okay! Grab the line!

            Papina looks up and sees the hopper, the sky, and no Mecha. 

            She grabs the line and rides it up. Her left boot swings
            precariously near the G-rail.

            INT. ESWAT HOPPER - DAY

            Papina tumbles in, her left foot bare, toenails painted pink.

                                PAPINA
                      I wanna go again!

            Michelle gets her first look at the mecha pilot.

                                MICHELLE
                      You!

            Papina, giddy, takes the seat on Michelle's right.

                                MICHELLE (cont'd)
                      No one's following my - I told you to -
                      You nearly killed us!

                                PAPINA
                      But I saved you first! Pow!

            She jabs Michelle playfully in the arm. The broken one.

            BLACKNESS

            Silence. Then the LAUGHTER of a child -

                                YOUNG GIRL'S VOICE
                      Shelly!

            INT. DREAM HALLWAY - FLASHBACK

            The Young Girl runs down the hallway as before, from the
            viewpoint of another child, following behind.

                                YOUNG GIRL
                      Come on, Shelly! Hurry!

            The hallway grows darker and elongates, swallowing her.

                                YOUNG GIRL'S VOICE
                      SHEEEEEEELLLLLYYYYYYY!

            INT. MED-LAB - THE PRESENT

            Michelle jolts awake. She finds herself in her underwear, on
            an articulated bed. Long acupuncture needles protrude from
            various points. A device, part of the bed itself, encases her
            right arm. 

            She stares at the ceiling, clutching the ring on her necklace
            in her left hand. A tear wells up in her eye. She sits up,
            yanks out the needles, and tugs against the device. It
            doesn't budge. She flops back down, crying.

                                MICHELLE
                      Sammy! I'm sorry, I'm so sorry!

            The device opens suddenly and retracts. 

            She sits up and wipes away her tears. She rubs the skin of
            her newly healed arm.

            INT. CENTRAL COMMAND HALLWAY

            Togawa approaches as Michelle bursts through the Med-Lab
            door, dressed and determined.

                                MICHELLE
                      Where is she?

                                TOGAWA
                      Who?

                                MICHELLE
                      You know who!

                                TOGAWA
                      Officer Washington was first on the
                      scene. It's as much her case as yours or
                      Valentine's.

                                MICHELLE
                      Bugshit! She disobeyed a direct order!
                      She stole and destroyed a police mecha!
                      She nearly killed us! That child is a
                      menace!

            Togawa LAUGHS.

                                TOGAWA
                      So were you, ten years ago.

                                MICHELLE
                      Wait. You think she's ESWAT material?!

                                TOGAWA
                      That remains to be seen. She's quick.
                      Fearless. Scored top of her class in
                      every simulator -

                                MICHELLE
                      Simulator! She has no real world
                      experience! She's a... a meter maid!

                                TOGAWA
                      Punitive Reassignment. Remember when you
                      were first brought to me, Michelle? Your
                      insubordination was legendary. One
                      infraction short of being kicked off the
                      force, as I recall.

            Michelle studies her boots.

                                MICHELLE
                      Two infractions.

                                TOGAWA
                      Of course. But your file was flagged.
                      So's hers. She's in, that's an order.

                                MICHELLE
                      Yes, Madam.

            Togawa's tone softens.
                                TOGAWA 
                      It's not her you're upset about. It's
                      something else.

                                MICHELLE
                      No... yes. The nightmare's back.

                                TOGAWA
                      You can't let the past control you,
                      Michelle. Concentrate on the situation at
                      hand. And help Washington. Teach her, as
                      Sifu taught you.

            She turns to leave, a Commander again.

                                TOGAWA (cont'd)
                      Valentine's cracked some of that disc.
                      The situation's worse than we thought.
                      Briefing's at 15:00.

            As Togawa walks away, Michelle heads in the other direction,
            grumbling to herself.

                                MICHELLE
                      I never stole a mecha...

            Togawa overhears her.

                                TOGAWA
                      Tell me about it. Kids these days.

            INT. BRIEFING ROOM

            Togawa stands before a vid-display. Michelle, Valentine and
            Papina sit with the remaining commandos and hundreds of cops.

                                TOGAWA
                      During OC1's construction a high-security
                      lab was built in secret, hidden in the
                      design of the city itself. Numerous Bug
                      weapons were smuggled in for study. It
                      seems they've been here ever since,
                      dormant and unnoticed until this morning,
                      when Kang somehow activated this - 

            The display changes to a schematic of The Girl.

                                TOGAWA (cont'd)
                      An M-Class City Killer. Shielded by a
                      phased graviton field. Impervious to
                      conventional weapons. Designed to
                      infiltrate human settlements and then
                      self-destruct in a location assuring
                      maximum damage.

            The display changes to a schematic of OC1 and Togawa
            indicates the bulbous end of the spindle.

                                TOGAWA (cont'd)
                      In our case that would be here, within
                      the gravity motor. If it destroys the
                      teardrop, the sky will fall, upper levels
                      will be exposed to space, lower levels
                      will be without power... Everyone in
                      Orbital City One will die.

            The display coldly illustrates this fact - FATALITY 100%.

                                TOGAWA (cont'd)
                      The target is currently crossing the lake
                      on foot, which puts its ETA at the
                      teardrop in approximately ten hours.
                      We've cleared a corridor and set up
                      artillery batteries and cop-bots in the
                      hope of slowing it down.
                          (beat)
                      I am... open to suggestions.

            The audience is silent, stunned. 

            Papina starts to speak but Michelle unknowingly cuts her off -

                                MICHELLE
                      What we need are high gigawatt beam
                      weapons. Mount them to a few sky-bikes,
                      and take it out street-level.

                                TOGAWA
                      Unfortunately we don't have any beam
                      weapons, and the nearest heavy cruiser is
                      seventeen hours from jumpgate.

            Papina again opens her mouth to speak, but Valentine
            unknowingly cuts her off as well.

                                VALENTINE
                      I saw a mining ship under repair at the
                      spaceport this morning. Should be a
                      partical drill or two in the hold. They
                      might penetrate that graviton field.

                                MICHELLE
                      Sounds like our best shot.

                                TOGAWA
                      Any other ideas?

            Papina sulks.

                                TOGAWA (cont'd)
                      You, Washington.

                                PAPINA
                          (startled)
                      I was just thinking we could... crush it
                      with a portable gravity-field generator?

                                TOGAWA
                      Yes... Resourceful. Anyone else?

            Michelle's steamed because she knows it's a good idea.
            Papina's just glad to be done with her public speech.
            Valentine looks at them with amusement. The other cops murmur
            among themselves but don't have anything better.

                                TOGAWA (cont'd)
                      Right. We'll proceed with Washington's
                      plan while we get those partical drills
                      rigged. Yen-Smith will coordinate.
                      Dismissed!

            Everyone snaps to their feet and salutes.

                                ALL
                      Yes, Madam!

            EXT. LAKE SHORE - DAY

            A white beach separates the lake from Central District.
            Evidence of life is everywhere - towels, abandoned picnics -
            but no people...

            Except for The Girl walking surrealistically from the water.

            INT. GARAGE

            Michelle, Valentine, Papina and the commandos sprint between
            rows of police mechas.

                                MICHELLE
                      Have either of you two used the Zed?

                                VALENTINE
                      Of course.

                                PAPINA
                      At the Academy.

                                MICHELLE
                      In the Sim?

                                PAPINA
                      No, we had real ones... Are they what you
                      guys use?

            They stop before a huge double door marked ESWAT ARMORY.

                                MICHELLE
                      No.

            Michelle palms the lock. Green lasers play across her face
            and the doors slide apart. Valentine and Papina stand frozen
            in awe as Michelle and the commandos continue past them.

                                FEMALE COMMANDO
                      Our stuff is better!

            INT. ESWAT ARMORY

            Shiny black gear and sleek, exotic weaponry surround them.
            Michelle introduces the ultra-compact ESWAT mecha.

                                MICHELLE
                      This is the Series Nine powersuit,
                      specially designed for ESWAT.

            She straddles the NINE, which looks like a big black beetle.
            As she steps in the leg sections snap closed.

                                MICHELLE (cont'd)
                      Just step in and squat. It fastens
                      directly to your body armor.

            Another section swings up and clamps over her pelvis, then
            the main body locks into place. She slides her hands into the
            control gloves and stands, now piloting the armored
            exoskeleton. 

            Papina and Valentine climb into theirs. Papina reaches into
            her breast pocket and slaps something on the mecha's shell
            before sliding her arms in.

                                MICHELLE (cont'd)
                      If you've piloted the Z-Type, you'll have
                      no problem. Remember, "it's just like
                      walking -

                                PAPINA
                      - only more so." I remember.

            Papina flexes her fingers in the control gloves and the big
            fingers of the Nine flex in tandem. She raises a fist to
            reveal the fresh PROPERTY OF PAPINA decal.

            EXT. STREET - DAY

            The Girl walks calmly down the center line, still dripping.
            Suddenly a wave of missiles EXPLODE against the street. She
            jumps up and lands in a crouch in the foreground, unscathed.

            INT. ESWAT ARMORY

            Michelle tosses Valentine and Papina each a huge GUN,
            designed for the enhanced grip of the Nine.

                                MICHELLE
                      Forty millimeter, a thousand rounds per
                      minute cyclic. Two thousand round mag
                      above, another below. Launcher here, with
                      ten multi-function grenades. Keep it                      slung when you're not using it, or you'll
                      lose your balance.

            She whips hers into its holster built into the back of the
            Nine - KACHUNK.

            EXT. STREET - DAY

            The Girl tosses a compact car at a police artillery unit,
            knocking it over just as it fires another round. The missiles
            shoot straight up, then careen wildly.

            INT. GARAGE

            Team ESWAT rides a six-wheeled cart toward the flight deck.

                                MICHELLE
                      Keep your distance from the target. Your
                      armor won't last forever in hand-to-hand
                      combat against it, and it won't get tired
                      - you will.

            EXT. STREET - DAY

            The Girl walks again down the middle of the street as the
            rogue missiles explode against skyscraper walls high above.

            EXT. FLIGHT DECK - DAY

            The transport cart arrives at the ESWAT hopper.

                                MICHELLE
                      Its straight path will bring it through
                      the Oshika-Brown Arts Collective. Red and
                      Yellow teams are assembling the gravity
                      field generators there now.

            EXT. STREET - DAY

            As glass and debris rain down, a swarm of black, spider-like
            COP-BOTS attack The Girl.

            INT. ESWAT HOPPER - DAY

            Powersuits fastened to locks along the cabin wall, ESWAT
            watches as a vid-projection illustrates Michelle's strategy.

                                MICHELLE
                      Our job is to drive it down into the sub
                      levels, east or west, where it will have
                      to cross one of the grav-gens.

            EXT. STREET - DAY

            The Girl jumps up through the glass wall of the building
            behind her. It explodes under a new round of missiles. 

            She drops into the cop-Bots. They spin, she leaps, and they
            shoot each other instead. Another wave of missiles destroys
            what's left of them.

            INT. ESWAT HOPPER - DAY

            Papina slaps her forehead - a dramatic and dangerous gesture
            in a powersuit, denting the cabin panel above her head.

                                MICHELLE
                      Yes, Washington?

            Papina notices everyone staring at her.

                                PAPINA
                      Sorry! It's nothing. I just remembered...
                      It's not important.

            INT. SUNG HO'S RESTAURANT

            Liam, sitting alone in the crowded restaurant, absently walks
            his chopsticks across the table.

            INT. ESWAT HOPPER - DAY

                                PAPINA
                      Nice move, Papina. Way to go.

            EXT. STREET - DAY

            The Girl lands on the other artillery battery - SCRUNCH.

            VIDEO IMAGE

            This morning's action on the bridge, shot from a distant
            vantage point.

                                MALE NEWSCASTER'S VOICE
                      Police officials have refused to comment,
                      and have so far offered no explanation
                      for the evacuation.

                                FEMALE NEWSCASTER'S VOICE
                      This unauthorized video raises even more
                      questions.

            INT. SUNG HO'S RESTAURANT

            The image is on a vid-projection above the bar. No one
            watches. Liam sips a beer and glances at it just as...

            Papina rides the line up to the hopper. 

            Liam chokes, knocking over bottles.

            EXT. OSHIKA-BROWN ARTS COLLECTIVE - DAY

            The main thoroughfare flows around the upper level of a
            gently sloping, horse-shoe shaped structure. Between the two
            wings lies a wooded park. The entrance is blocked off by
            police barriers, transports, and hoppers.

            EXT. MAIN ESCALATOR - DAY

            A huge bank of escalators leads down into the open-air
            valley. Our team descends. It's a long ride.

                                VALENTINE
                      After this we find Kang.

                                MICHELLE
                      I doubt he's still here with his doomsday
                      machine running around.

                                VALENTINE
                      I know Kang. He's here. Watching.

                                PAPINA
                          (to Valentine)
                      What'd he do again?

            Michelle is shocked at Papina's ignorance.

                                MICHELLE
                      Titan? '86?

            Papina looks puzzled, then remembers.

                                PAPINA
                      Oh, Kang! I remember that on the news,
                      when I was a kid. And that movie, Moon on
                      Fire, that's one of my favorites! Wey,
                      that means the detective's that actress,
                      you know, what's her name? With the hair?

            As Papina rambles on, Michelle notices Valentine turn and
            stare silently out over the banister.

            EXT. OSHIKA-BROWN ARTS COLLECTIVE - DAY

            The distant BOOM of explosions grows louder as TROOPERS
            behind the barricade await The Girl. 

            One raises the equivalent of a pair of binoculars and...

            THROUGH THE VIEWER - DAY

            Zooms in on smoldering wreckage down the street as The Girl
            drops into view. Pavement splinters.

                                BINOCULAR TROOPER'S VOICE
                      There she is. Kinda cute.

            The Girl squats low, strafed from above, then springs up to
            crash through the windshield of an airborn attack hopper! The
            hopper wobbles, spins in place a moment, and then...

            Accelerates forward.

            EXT. OSHIKA-BROWN ARTS COLLECTIVE - DAY

            Binocular Trooper drops his binoculars.

                                BINOCULAR TROOPER
                      INCOMING!

            The injured hopper comes in low and fast. It strikes the
            pavement a few meters before the barricades, bounces over the
            first line of transports, smashes into a parked hopper, flips
            end over end into the entrance...

            EXT. MAIN ESCALATOR - DAY

            And comes to a stop upside down at the top of the escalator.

            From halfway down, team ESWAT stares up in amazement as the
            crashed hopper begins to slide down the escalator! They turn
            and run as it picks up speed and tumbles toward them. 

            Debris shreds the mechanism and the stairs lurch to a stop. 

            Everyone stumbles. Papina falls over onto the railing and
            slides face-first down the banister, passing Michelle.

                                MICHELLE
                      SLIDE!

            Michelle, Valentine, and the commandos leap to the banisters
            feet-first, like an Olympic luge team, as... 

            The hopper tumbles ever closer!

            EXT. CAFE - DAY

            Papina SCREAMS as she sails off the banister into an outdoor
            cafe, crashes through tables and splashes into a fountain.
            Everyone else lands gracefully and clears to either side. 

            Papina struggles to her feet as the hopper smashes into the
            floor and skids through the tables toward her. She mecha
            JUMPS over it and tumbles back to the escalator. 

            The hopper comes to rest in the fountain like an abstract
            sculpture. Michelle runs out to Papina and helps her up.

                                MICHELLE
                      Nice move, Papina! Way to go!

                                PAPINA
                      Huh?

                                MICHELLE
                      Blue team! What's happening up there?
                      Where's the target?

            There is no reply, but Michelle gets her answer anyway - a
            metallic CLANG from inside the hopper. Another CLANG as the
            hatch bulges.

            Michelle and the commandos unholster their guns in perfect
            unison. 

            Michelle hauls Papina behind the escalator as the hopper's
            hatch shoots off with another CLANG and crashes into the bar
            across the cafe. 

            A single, size six Oxford has kicked it. Smoke pours from the
            cockpit as The Girl slinks out to face them, her uniform now
            singed and riddled with bullet holes.

                                PAPINA
                      You have to admit, she makes a dramatic
                      entrance.

            The Girl looks straight at them. No one moves, or breathes.
            The Girl turns and heads toward the promenade beyond the
            cafe. They follow at a distance, the commandos in front.

                                MICHELLE
                      Red team, is your generator in position?

            INT. SUB-LEVEL THREE

            Red team scurries about a PORTABLE GRAV-GEN which covers the
            floor in front of a wide elevator.

                                RED TEAM LEADER
                      Just packing up. What was that noise?

            EXT. PROMENADE - DAY

            The Girl approaches a split - the path forks to follow the
            two wings of the horseshoe. She chooses the path to her left,
            the west wing. ESWAT follows.

                                MICHELLE
                      Our guest, ahead of schedule. I suggest
                      you hurry. Yellow team?

                                YELLOW TEAM VOICE
                      Yellow is clear.

            The Girl comes to another set of escalators - left up out of
            the valley or ahead down to sub-level one. She turns left.

            Michelle fires THREE RAPID GRENADE SHOTS and the left-hand
            escalator EXPLODES along its length. 

            The Girl spins and everybody opens fire, knocking her down
            the escalator.

            INT. SUB-LEVEL ONE

            The Girl tumbles down as everything around her is ripped
            apart by high-caliber rounds. She hits the floor and dives
            around a corner.

            The five commandos follow and skid around the corner after
            her as Michelle, Valentine and Papina leap down.

            Papina lands on her face and drops her gun - 

            The second clip dislodges and clatters away.

            Valentine helps Papina up as Michelle grabs her weapon.

            INT. CORRIDOR

            The commandos enter ESWAT style, but by the time they see The
            Girl drop from the ceiling it's too late anyway. 

            She lands on one, snags his weapon, backflips down the hall,
            FIRES off a volley of rounds, and dives around the corner. 

            Two commandos fall dead!

            INT. SUB-LEVEL ONE

            Michelle looks up at the sound of GUNFIRE and... 

            INT. CORRIDOR

            Races in, her own weapon in one mecha-grip and Papina's in
            the other. The three surviving commandos fall in line behind
            her as she passes.

            Around the corner another escalator leads down. The Girl is
            almost to it.

            Michelle crunches into the wall as she slides around the
            corner, firing both guns.

            Several hundred rounds hit The Girl in the back and knock her
            forward down the escalator. She flips and slides down like
            Michelle did earlier, but then she adds a new twist - she
            tucks up her knees, spins around, and fires between her
            raised legs back up at Michelle.

            Michelle dives as rounds explode against the ceiling. The
            Girl slides down, still firing, and at the last instant... 

            INT. SUB-LEVEL TWO

            She flips and lands perfectly on her feet. The floor around
            The Girl erupts as Michelle opens fire from mid-dive down the
            escalator. Michelle hits the floor on her side.

            The Girl lands gracefully and swings her weapon around before
            Michelle can move - but is knocked back by gunfire as the
            three remaining commandos jump down the escalator.

            The Girl makes an acrobatic retreat down the right corridor
            with Michelle and the commandos in pursuit. 

            A beat later, Papina and Valentine hop carefully down. Papina
            runs the wrong way and Valentine follows her.

            INT. RIGHT CORRIDOR

            The Girl runs. Without looking down she ejects a grenade into
            the air, catches it, twists the delay and tosses it up.

            It sticks to the ceiling.

                                MICHELLE
                      GRENADE!

            Michelle's momentum carries her past, but the commandos are
            directly beneath as it goes off - and are blown to pieces. 

            Michelle slides along the floor as flaming chunks of armor
            flip down the corridor.

            INT. WRONG CORRIDOR

            Valentine and Papina hear the BLAST, look at each other, turn
            around and run back.

                                VALENTINE
                      Michelle?

            INT. RIGHT CORRIDOR

            Lights flicker as Michelle pushes debris off herself. She
            glimpses The Girl backtrack past her as a KLAXON sounds and
            fire-retarding FOAM spews from the ceiling.

                                MICHELLE
                      It's headed back!

            INT. SUB-LEVEL TWO

            Valentine drops to one knee at the foot of the escalator. She
            ejects grenades from her gun and sets them on the floor.

                                VALENTINE
                      Get to the elevator, Michelle. I'll seal
                      this end.

                                PAPINA
                      What are you -

                                VALENTINE
                      Up the stairs, Washington! Go!

            Papina hustles up the escalator. Valentine leaves four
            grenades on the floor and follows her. At the top she twists
            the delay on a fifth grenade and tosses it over her shoulder.

            It clatters and bounces down -

            INT. RIGHT CORRIDOR

            The Girl walks back through the smoke filled corridor -

            INT. SUB-LEVEL TWO

            The grenade loses momentum against the rising steps -

            INT. SUB-LEVEL ONE

            Valentine hauls ass as Papina bounds the escalator ahead -

            INT. SUB-LEVEL TWO

            The grenade almost doesn't roll off the bottom step -

            INT. RIGHT CORRIDOR

            Michelle runs through the foam toward sub-level three -

            INT. SUB-LEVEL TWO

            The grenade CLACKS into its brothers, knocking them away like
            billiard balls -

            INT. SUB-LEVEL ONE

            KABLOOIE! Valentine goes sailing as smoke and flames belch
            down the corridor -

            INT. SUB-LEVEL THREE

            Michelle leaps down the escalator, shielded from the blast -

            INT. RIGHT CORRIDOR

            The explosions knock The Girl back down the corridor. The
            ceiling collapses. The lights flicker and die. 

            The Girl stands and looks back at the destruction - the
            corridor is sealed with rubble. She checks her weapon -
            dented and jammed. She drops it.

            INT. SUB-LEVEL ONE

            Daylight streams down the escalator. Valentine lies against
            the still and broken steps. Papina shouts down -

                                PAPINA
                      Madam! Detective! Valentine!

            Valentine stirs, dazed but uninjured.

                                VALENTINE
                      Michelle!

            INT. SUB-LEVEL THREE

            Michelle stands in darkness before a wide elevator door. Her
            powersuit's head lamps cut through thick smoke to illuminate
            the grav-gen on the floor before her.

                                MICHELLE
                      It worked. The only way back up is the
                      lift behind me.

                                VALENTINE'S VOICE
                      Then get out of there!

            Michelle studies the blinking interface on the grav-gen.

                                MICHELLE
                      No, this grav-gen's buggered. I'll have
                      to trigger it manually.

                                VALENTINE'S VOICE
                      We're on our way to the elevator, you
                      need backup!

            Michelle nods in agreement as... 

            The Girl steps through the smoke into view before her.

            Michelle stands with one gun drawn and one slung, her left
            foot poised to kick a big red BUTTON on her side of the grav
            gen the instant The Girl comes across.

            The Girl looks at her, looks at the grav-gen, fakes right and
            bounces off the wall to the left. Michelle somersaults
            straight across and they trade places. Michelle spins around,
            her left mecha-hand behind her back.
            The Girl claws at the elevator doors, her back to Michelle.

                                MICHELLE
                      Over here!

            The Girl ignores her, forcing the doors apart. Michelle gets
            the robot's attention with a short burst of gunfire.

                                MICHELLE (cont'd)
                      Come on!

            Michelle motions with the gun, one-handed. 

            Behind Michelle's back, the big fingers of her Nine's left
            hand twitch and tap strangely.

            The Girl looks at her, then at the grav-gen, analyzing.

            Sweat trickles down Michelle's face.

            The mecha fingers wiggle behind her back as...

            Her own fingers, in the control gloves behind the armor,
            juggle a GRENADE. She turns it over and around, feeling
            along... 

            For a certain button. She presses it - CLICK. She drops the
            grenade, rolling down the back of her leg.

            The Girl advances counter-clockwise around the grav-gen.

            Michelle and The Girl circle the generator.

            The grenade rolls down the corridor, hidden in the smoke. The
            button Michelle pressed pulses red as...

            On her gun, a tiny light pulses in time.

            They circle back to where they started. Michelle drops into a
            tuck and presses the remote trigger. 

            The grenade EXPLODES, blasting The Girl across the grav-gen. 

            Michelle kicks at the button - but is intercepted as The Girl
            leaps over the grav-gen and kicks Michelle's leg back up!

            Michelle smashes back into the elevator door. She ducks and
            spins as The Girl punctures the door with a fist.

            Her back now to the grav-gen, Michelle sweeps a low kick. The
            Girl skip-ropes over. Michelle swings her gun. The Girl
            blocks and twists the gun from Michelle's grasp...

            Then whips it around and fires point blank at her chest!

            Michelle lands gasping on the grav-gen. Her Nine's chestplate
            is nearly destroyed, but her body armor is intact.

            The Girl looks down at the control panel and...

            Kicks the button!

            Michelle backflips off the grav-gen just as it activates.
            Debris rises into the air, encased in a shrinking, invisible
            bubble, as a low frequency HUM reverberates through the
            corridor. In seconds the contents of the bubble are
            pulverized and the machine cuts off.

            A handful of dust falls silently from a point in the air.

            Michelle sees the elevator door is open and The Girl is gone.

                                MICHELLE (cont'd)
                      It got past! It's coming up the shaft!

            EXT. WEST WING ELEVATOR - DAY

            Valentine and Papina arrive at the elevator.

                                VALENTINE
                      The other grav-gen, Washington! Go!

            Papina takes off across the park as Valentine crouches behind
            a low wall across from the elevator. 

            INT. SUB-LEVEL THREE

            Michelle stands before the open elevator shaft, suddenly
            unable to approach. She squeezes shut her eyes.

            INT. DREAM HALLWAY - FLASHBACK


            Young Girl races down the hallway ahead of another child.

                                YOUNG GIRL
                      Come on, Shelly! Hurry!

            The other child, SHELLY, is a preteen Michelle.

                                SHELLY
                      Sammy, wait!

            Young Girl Sammy darts around a corner. Shelly follows. 

            Sammy disappears over a yellow barrier marked DANGER in front
            of an OPEN ELEVATOR SHAFT!

            INT. SUB-LEVEL THREE - THE PRESENT

            Michelle stands transfixed at the open door as her sister's
            final SCREAM seems to echo up the shaft -

                                SAMMY'S VOICE
                      SHEEEEEEELLLLLYYYYYYY!

            She grits her teeth and forces herself up the ladder.

            EXT. WEST WING ELEVATOR - DAY

            A new door is perforated out of the elevator and thuds to the
            ground as The Girl leaps down from the cable. 

            Valentine pops up from behind the wall and fires... 

            Knocking The Girl's feet out from under her. The Girl lands
            on her chest and fires back.

            Valentine leaps toward The Girl as the wall bursts apart. 

            The Girl springs impossibly to her feet and brings her gun to
            Valentine's head - CLICK, out of ammo. The Girl tilts her gun
            to examine it - 

            The second clip is missing, and a cartoon squid exclaims
            PROPERTY OF PAPINA.

            Valentine kicks the gun from The Girl's hand. It sails into
            the park.

            EXT. EAST WING ELEVATOR - DAY

            Papina bursts through greenery, crashes into the elevator on
            the opposite side of the park, and reaches for the control. 

            She's just broken it.

                                PAPINA
                      Hmph!

            She crams her powersuit fingers between the doors and forces
            them open. She leaps down the shaft and...

            INT. ELEVATOR

            Crashes through the elevator cab's ceiling.

            EXT. EAST WING ELEVATOR - DAY

            The doors glide back shut.

            EXT. WEST WING ELEVATOR - DAY

            The Girl attacks Valentine with rapid punches. Valentine's
            armor cracks beneath the blows.

            Michelle fires from the elevator, blasting The Girl into the
            park. 

            EXT. WOODED PARK - DAY

            The Girl lands in front of Papina's gun and grabs it.

            INT. EAST WING ELEVATOR

            The elevator doors DING open and Papina tumbles out to face
            the OTHER GRAV-GEN.

            EXT. WOODED PARK - DAY

            Michelle and Valentine attack The Girl from both flanks,
            driving her across the park with spurts of gunfire.

                                VALENTINE
                      Washington, are you in position?

            INT. ELEVATOR

            Papina strains with all her energy against something, her
            face contorted and flushed.

                                PAPINA
                      Urghughawaahh!

            EXT. WOODED PARK - DAY

            The Girl springs from tree to tree, using limbs as parallel
            bars, never touching ground. She fires off a grenade that
            detonates behind Michelle and Valentine. A tree narrowly
            misses them.

                                VALENTINE
                      Washington?!

            INT. ELEVATOR

            A big mecha finger clumsily punches from above at a button on
            the elevator control panel, accidently lighting several.

                                PAPINA'S VOICE
                      Uh!

            EXT. EAST WING ELEVATOR - DAY

            Michelle and Valentine chase The Girl from the park as... 

                                MICHELLE
                      Now, Washington, NOW!!

            The elevator doors DING open to reveal the other grav-gen on
            the floor inside. They drive The Girl in by sheer force of
            will - and a few thousand rounds of ammo. 

            The grav-gen activates, trapping The Girl in its bubble!

                                VALENTINE
                      Washington, it worked! Where are you?

            INT. ELEVATOR SHAFT 

            Papina clings to the side ladder, looking down on The Girl
            two floors below through the hole in the cab's roof.

                                PAPINA
                      Hanging around.

            EXT. EAST WING ELEVATOR - DAY

            In the bubble, The Girl straddles the huge gun in a fetal
            position. As the bubble shrinks and the gravitational
            pressure increases, her hair and clothes press against her
            skin... her shoes collapse against her feet... and her
            uniform splits along the seams.

            Then the metal of her gun CRINKLES.

            INT. ELEVATOR SHAFT 

            Papina frowns...

            EXT. EAST WING ELEVATOR - DAY

            As do Michelle and Valentine. Before the elevator doors
            close, they just glimpse the gun SPLINTER into pieces,
            covering the Girl with it's contents -

            GRENADES!

            INT. ELEVATOR SHAFT

            Papina scrambles up the ladder, tearing through rungs.

                                PAPINA
                      No fair!

            EXT. EAST WING ELEVATOR - DAY

            Valentine and Michelle back slowly away.

                                VALENTINE
                      What do you think?

                                MICHELLE
                      Run.

            INT. ELEVATOR

            The floor indicator cycles upwards as the elevator climbs.
            The grenades RUPTURE and consume The Girl in an inferno. The
            bubble expands, the HUM rising to a SCREECH as the grav-gen
            strains to contain the explosions.

            INT. ELEVATOR SHAFT

            Papina pries open the doors three floors above as the
            elevator rapidly approaches.

            INT. ELEVATOR

            The grav-gen fails and unleashes the pent-up blast -

            WHA-BLAM-O!

            INT. CORRIDOR

            Papina is propelled into the corridor by the explosion.

            EXT. EAST WING ELEVATOR - DAY

            The doors blow out and Michelle and Valentine are showered -            yet again - with flaming debris.

                                MICHELLE
                      Washington!

                                VALENTINE
                      Washington?

            The image of Papina, covered in soot, appears.

                                PAPINA
                      Present. Did we get her?

                                MICHELLE
                      I was going to ask you.

            INT. CORRIDOR

            Papina lies on the floor, exhausted, her Nine blackened.

                                PAPINA
                      Son of a bug!

            She begins to crawl back to the elevator shaft when a bare,
            smoking foot steps before her!

            EXT. EAST WING ELEVATOR - DAY

            Papina's vid-projection vanishes in a burst of static.

                                MICHELLE
                      Washington!

            INT. STAIRWELL

            Michelle races up the stairs, followed by Valentine. 

            INT. CORRIDOR

            Fragments of Papina's Nine litter the floor. Papina lies
            crumpled in a corner, stripped of her uniform. Michelle and
            Valentine rush over. Valentine checks Papina's vitals.

                                VALENTINE
                      She's alive!

            Michelle leaves them and races down the corridor. She stops
            before another elevator, breathless. 

            The display reads ROOFTOP.

            EXT. ROOFTOP - DAY

            The Girl - now wearing Papina's black uniform - strides from
            the elevator and off the edge of the building. She glides
            down the slope of glass like a snowboader.

            INT. MED-LAB

            Papina lies on a bed, her legs encased in healing devices. IV
            lines and acupuncture needles protrude from her body.
            Michelle and a POLICE NURSE watch her.

                                POLICE NURSE
                      A pair of broken legs, a slight
                      concussion. Nothing serious. She'll be
                      back on her feet in no time.

                                MICHELLE
                      She's lucky.

            CHIRP. The image of Alexi appears.

                                ALEXI
                      Madam. Your sky-bikes are ready.

                                MICHELLE
                      On my way.

                                POLICE NURSE
                      What are you girls up to, anyway?

                                MICHELLE
                      Festival security. Party crasher.

            INT. TOGAWA'S OFFICE - LATE AFTERNOON

            Togawa sits on her platform as Valentine paces the floor.

                                VALENTINE
                      Why all these layers of ice?

            Togawa ejects the disc and looks at the heart.

                                TOGAWA
                      He left it for you, so he expected you to
                      know the password. Something personal
                      between you and him.

                                VALENTINE
                      Yes, but this - this isn't like him.

            Valentine takes the disc. The afternoon sun refracts through
            it and rainbows across her face as she realizes -

                                VALENTINE (cont'd)

                      It's not from Carlos... It's from Kang!

            She sits next to Togawa and reinserts the disc.

                                VALENTINE (cont'd)
                      He said something strange to me on Titan,
                      some morbid line about a heart, and a
                      bird... "Take thy beak from out my heart,
                      and take thy form from off my door."

                                TOGAWA
                      That's an ancient nursery rhyme, "Quoth
                      the Raven -

                                VALENTINE
                      - Nevermore."

            The vid-display suddenly surrounds them with new data. 

                                TOGAWA
                      Open sez-me!

            Togawa is impressed, but Valentine looks distraught.

                                VALENTINE
                      It's all a game to him. Even Carlos'
                      death! Kang let him have this disc, just
                      to taunt me!

                                TOGAWA
                      Focus, Detective. Now what do we have?

            Valentine takes a deep breath and studies the data.

                                VALENTINE
                      Medical reports.
                          (reads)
                      "Subject one-forty-eight, twenty-four
                      hours post-imprintation. Synaptic flux
                      nominal. Restructuring... permanent."

            They stare at a before-and-after brain scan. The two synaptic
            patterns are as dissimilar as two snowflakes.

                                TOGAWA
                      Synaptic reconfiguration? Is that even
                      possible?

                                VALENTINE
                      That must be what he was doing on
                      Titan... replacing minds...

            They look at each other, reeling from the implications.

                                VALENTINE (cont'd)
                      He has followers, understand? Fanatics!

                                TOGAWA
                      Yes, I know, listen -

                                VALENTINE
                      He could be anybody. Walk right through a
                      retinal scan, DNA analysis, anything
                      short of a -

                                TOGAWA
                      A synaptic pattern check, yes, I
                      understand. Listen -

                                VALENTINE
                      But I checked synaptic records. Isn't
                      everyone screened at customs?

                                TOGAWA
                      That's what I'm trying to tell you! The
                      unrecoverables that come through, the
                      downloads to Earth. They've lost the
                      right to Installation.

                                VALENTINE
                      Installation. You mean in City Memory?

                                TOGAWA
                      Right. We can't have violent throwbacks
                      messing up the afterlife for our
                      ancestors, so their pattern files are
                      deleted -

            Valentine catches on.

                                VALENTINE
                      - before they arrive -

                                TOGAWA
                      - to avoid trouble.

                                VALENTINE
                      No pattern on file to check against -

                                TOGAWA
                      - so it would be a waste of time to scan.
                      They don't even go through customs.

            INT. DETENTION BLOCK

            Armored doors slice open as Valentine and Togawa enter,
            accompanied by a pair of GUARDS. They approach a spacious
            cell. Behind the bars Young Male Con sits on a bunk, his back
            to them, as Leader looks up.

            Valentine stares into Leader's eyes. Is it him?

                                LEADER
                      What? You a friend of hers?

            Not him. Valentine shifts her gaze down.

                                VALENTINE
                      Gig's up, Kang.

            As Young Male Con turns, his entire continence changes. A new
            malevolence rises to the surface - 

            Enter ENDO KANG.

                                KANG (YOUNG MALE CON)
                      Masami. You're late.

            Leader looks between the two of them, confused.

                                VALENTINE
                      Call off your little playmate, Kang.

                                LEADER
                      I don't even know him, lady!

            Kang gives Leader a withering look. Leader backs away and
            Kang smiles at Valentine.

                                KANG
                      He still thinks that prison break
                      nonsense was his idea.

                                VALENTINE
                      If The Girl destroys the city, you'll die
                      too.

            Kang LAUGHS.

                                KANG
                      Please. "When," not "if." And you no
                      doubt realize that a man in my position
                      can afford to... indulge... in the
                      occasional suicide mission.

                                VALENTINE
                      You're not yourself today.

            Kang approaches the bars.

                                KANG
                      I know, this body doesn't do me justice.
                      But I have to back up my data, right?
                      What better way... An army of me!

                                VALENTINE
                      Not the body. Something's off.

            Kang ignores her, determined to finish his prepared speech.

                                KANG
                      Once I learned of the M-66 hidden here,
                      it was easy - commit a few senseless
                      murders and wait for my police escort.
                      Thirty seconds at a public terminal to
                      upload my hack and the city's service
                      robots took care of the rest. I even had
                      them arrange a greeting for you, at the
                      spaceport. Did you get it?

            Valentine coldly stares at him but speaks to Togawa.

                                VALENTINE
                      The original didn't babble on like this.
                      I think there's been some degradation
                      from the source code.

                                KANG
                      It won't work, Masami. Torture me, kill
                      me, I'm still out there. Somewhere.
                      Everywhere. And don't think you can use
                      this me to find the others. I have
                      secrets even from myself.

            Valentine looks him up and down, shaking her head.

                                VALENTINE
                      Obviously second-generation.

            Kang grabs the bars and HISSES in her face -

                                KANG
                      You'll die screaming like Carlos and
                      everyone else, only you'll know why!

            The guards ZAP him back with their stun rods. 

            Togawa says nothing, studying Valentine, who stares
            unblinking at Kang as spittle runs down her face.

                                VALENTINE
                      How?

            Kang smiles and rubs his head, hardly phased.

                                KANG
                      Ask the raven.

            EXT. STREETS - DUSK/NIGHT

            The sun sets over evacuated streets as three sky-bikes whoosh
            past, flown by Michelle, MALE PILOT and FEMALE PILOT. Each
            has a particle drill shock-mounted beneath it, mecha-sized
            pistol grips extended sideways.

                                ALEXI'S VOICE
                      Commander Togawa asks that you don't blow
                      up any more buildings, Madam.

                                MICHELLE
                      I'll try.

            They each press a control. An electrical WHINE begins to rise
            in pitch. Male and Female Pilots take up the lead, dipping
            under banners and lights.

                                FEMALE PILOT
                      Watch out for the party decorations.

            At six seconds the WHINE rises to inaudibility and controls
            indicate the particle drills are charged.

            They glide over deserted streets, racing their long shadows
            under walkways and around buildings, until...

            The Girl rushes into view ahead.

                                MALE PILOT
                      Target acquired!

                                FEMALE PILOT
                      Fire!

            Two short rounds of CRACKLING energy bursts from the drills,
            which recoil into the shock-mounts.

            The Girl leaps up as the street below her ripples and flies
            apart.

            Female Pilot pulls up as Male Pilot swoops directly into the
            conflagration and Michelle banks hard left, crashing through
            the glass wall of a building.

            The Girl lands at the edge of the smoking blast hole.

            Male Pilot shoots sideways down the street, breaking
            furiously a meter above the ground, on fire.

            Female Pilot pulls around as her WHINE rises in pitch.

            Michelle rides her arc through the corner of the building and
            smashes unharmed out a window on the other side.

            The Girl darts down a side street. Female Pilot rounds the
            corner after her.

            The street dead-ends against a glass-fronted skyscraper. The
            Girl is nowhere in sight...

            Until she drops from above, on a string of lights!

            Michelle takes the corner, just above the pavement, as The
            Girl tosses Female Pilot to her death from the sky-bike.
            Michelle fires and misses, blasting the street. The Girl and
            sky-bike tumble to a stop before the high-rise entrance.

            Michelle pulls up hard, dangerously near the skyscraper. She
            skims the vertical surface, centimeters from the glass.

            Down below, The Girl stands up.

            Michelle pulls into a loop and leaves the building behind.

            The Girl rips the particle drill free of the wreckage.

            Michelle deftly flips upright, like a kayaker.

            The Girl brandishes the huge, fully charged particle drill as
            if it were an ordinary gun.

            Michelle hits the button and her WHINE begins its rise.

            The Girl adjusts her footing, digging in her heel.

            Michelle swings around to attack again as Male Pilot suddenly
            hurtles around the corner just ahead of her.

            The Girl swings the particle drill up as they appear.

            Male Pilot pulls up - Michelle dives - The Girl FIRES.

            The particle beam VAPORIZES Male Pilot as...
            The recoil scoots The Girl backwards on her feet through the
            glass wall behind her and... 

            The over-shoot EXPLODES against a distant high-rise.

            Michelle's sky-bike slams into the street, throwing her off.
            She lands on her back and skids across the pavement.

            In the quiet that follows, the dark sky RUMBLES. The sun is
            now set. Michelle stirs and looks to the building. 

            Lights flicker in the damaged lobby. Movement. A WHINE rising
            in pitch. 

            Michelle scampers back to her sky-bike. It lies on its side,
            pointed away from the building.

            The Girl steps into the light.

            Michelle pushes against the front of her sky-bike. It scrapes
            against the pavement, slowly turning as...

            The Girl lines up a shot.

            Michelle strains harder, pushing her sky-bike around as...

            The WHINE disappears into inaudibility. They fire
            SIMULTANEOUSLY, SPLIT-SCREEN. A blinding ball of energy
            consumes the frame.

            After the blast subsides, Michelle peers over her sky-bike,
            turning on the headlight to illuminate the devastated lobby.
            She can see all the way through the building - every wall has
            been disintegrated. The night sky RUMBLES again as stray
            energy CRACKLES along the support columns.

            The Girl stands - in the street on the other side of the
            building - and turns to leave!

            Michelle throws off her helmet in fury and stomps forward. A
            loud CREAKING stops her in her tracks. She looks up as... 

            The over-hanging outer wall of the building gives away and
            thirty stories DROP like a glass waterfall to the pavement!

            Michelle stands transfixed as an expanding mist of glass
            fragments rises, shimmering hypnotically in the headlight. It
            stops just short of engulfing her.

            The Girl is gone. 

            It slowly begins to RAIN.

            INT. TOGAWA'S OFFICE - NIGHT

            Togawa and Valentine stare silently out the window as the
            rain-distorted city lights play across them. Kang's disc juts
            from a slot on the platform behind them. On the display above
            hover the words PROJECT #R-VN. 


            Eventually Togawa speaks.

                                TOGAWA
                      Sometimes it's better not to know.

            Suddenly a phantom face appears in the glass. They turn -

            Michelle is in the doorway, her face covered in tiny cuts,
            her hair and uniform wet, a wild look in her eyes.

                                MICHELLE
                      Tell me you found him.

            INT. DETENTION BLOCK

            Michelle storms in, chased by Togawa and Valentine. Kang lies
            on a bunk. Leader is as far away from him as possible.

                                VALENTINE
                      Wait!

            In one rapid movement - Michelle palms the cell lock, the
            door shoots open, she crosses to Kang, grabs him by the neck,
            and slams him into the wall. The door locks behind her.

                                MICHELLE
                      SHUT IT OFF!

            Kang chokes. Leader huddles terrified in the corner.

                                TOGAWA
                      Let him go, Yen-Smith!

            Michelle releases her grip. Kang struggles for a breath.

                                KANG
                      Have we met?

                                MICHELLE
                      I don't like to repeat myself.

                                KANG
                      Once it's activated there's no way to
                      deactivate it - one of its features. 

                                MICHELLE
                      Why are you doing this?

                                KANG
                      Revenge, of course.

            Kang eyes her holstered pistol and snaps his fingers.

                                KANG (cont'd)
                      This morning, at the crŹche! I like your
                      style. Devious.

                                MICHELLE
                      Revenge? Against thirty million innocent
                      people?

                                KANG
                      Revenge against thirty million TERRANS!

            He spits out the word. Michelle turns, shaking her head. The
            gun on her hip waves within his reach.

                                MICHELLE
                      For what crime?

            His eyes follow her gun. He smiles.

                                KANG
                      Haven't you told her Masami? Shall I?

                                VALENTINE
                      Don't do this, Kang!

                                TOGAWA
                      You haven't been briefed, Michelle. Come
                      out here now.

                                KANG
                      No, she wants in on this too, don't you
                      Michelle?

            Kang's tongue lingers obscenely over her name, violating her
            somehow by pronunciation alone. She spins to face him.


                                MICHELLE
                      Lieutenant Commander Yen-Smith! You call
                      me Madam!

                                KANG
                      Do you know how the Bug War started,
                      Madam?

                                MICHELLE
                      Of course.
                          (by rote)
                      The exploration vessel NausicaŠ was
                      destroyed by a Bug ship in the -

                                KANG
                      Wrong.

                                MICHELLE
                      Every schoolgirl knows -

                                KANG
                      And every schoolgirl is wrong. You've
                      been lied to. For over a century now.

                                MICHELLE
                      The NausicaŠ was destroyed by -

            Kang pounds his fist on the bunk.

                                KANG
                      I WAS ON BOARD THE NAUSICA€! That Bug
                      ship was a relic, adrift. Infinitely
                      beyond our technology, yes, but ancient
                      and empty. Lifeless. The so-called Bugs
                      died out aeons ago in some distant corner
                      of the galaxy.

            Michelle is incredulous.

                                KANG (cont'd)
                      The Terran Hegemony wanted the technology
                      from that ghost ship. The NausicaŠ was
                      destroyed by one of her own crew, a
                      Terran spy. I was in a repair mecha when
                      it happened and am the sole survivor. 

                                MICHELLE
                      The Bugs wiped out seventy -

                                KANG
                      No, the Terran Hegemony wiped out seventy
                      eight percent of mankind. The colonies
                      were destroyed -

                                MICHELLE
                      By Bug weapons! Like your Girl!

                                KANG
                      By Terran weapons. Bug technology, Terran
                      design. Like your Girl.

            Michelle looks at Togawa and Valentine, confused by their
            solemn expressions. Kang speaks softly and precisely -

                                KANG (cont'd)
                      There was no Bug War. The Terran Hegemony
                      destroyed the non-aligned Clans under the
                      pretense of an alien invasion. It was
                      called the Raven Project.

                                MICHELLE
                      But... the Earth...

                                KANG
                      Had great symbolic power.

            Suddenly Michelle's gun is at Kang's head.

                                VALENTINE
                      It's true, Michelle! It's all on the
                      disc, thousands of files!

                                TOGAWA
                      Put away the gun! THAT'S AN ORDER!

                                KANG
                      Go ahead, pull the trigger. We'll all be
                      dead in six hours anyway. 

            Michelle stares furiously at Kang. A cut above her left eye
            reopens. A trickle of blood runs down her forehead... across
            her brow... and onto an eyelash. She blinks...

            And leaves the cell as abruptly as she entered, palm scan
            repeated on the inside lock. She shoves past Valentine and
            Togawa and out the door. Togawa goes after her. Valentine
            glares at Kang.

                                VALENTINE
                      Why not just upload your disc to the net?
                      Wouldn't that cause enough damage?

                                KANG
                      In time. This is only the beginning,
                      Masami, and I am but one head of the
                      Hydra.

                                VALENTINE
                      Humph! One dickhead!

            She turns to leave. Leader timidly calls from the corner.

                                LEADER
                      Madam? Can I get another cell?

            INT. CORRIDOR

            Togawa catches up to Michelle and grabs her shoulder.

                                TOGAWA
                      That's reckless, barging in with a -

            Michelle shows her the gun.

                                MICHELLE
                      Empty. I wanted him to grab it -

                                TOGAWA
                      So you could break his neck? That's worse
                      than reckless!

                                MICHELLE
                      I don't care! An entire squad of kids
                      under my command is dead! The whole
                      city's doomed! Now he tells me everything
                      I ever believed is a lie?

                                TOGAWA
                      Look. The past is past... it's what we
                      make of the present that matters. That we
                      improve, evolve. And we've come so far!
                      Think about it, Michelle - a century of
                      peace!

                                MICHELLE
                      Built on lies! Betrayal! Genocide!

            She shoves past.

                                TOGAWA
                      Where are you going?

                                MICHELLE
                      To see Sifu!

            INT. CITY MEMORY

            Silent and still.

            INT. CUBICAL

            Michelle kowtows before the pulsing altar. After a moment of
            silence -

                                SIFU'S VOICE
                      ... Michelle ...

                                MICHELLE
                      Sifu! I'm all out of tricks. I've done
                      all I can, and I can't beat it.

                                SIFU'S VOICE
                      ... You can't beat your guilt ...

                                MICHELLE
                      No, The Girl.

                                SIFU'S VOICE
                      ... Your sister ...

                                MICHELLE
                      No! The Bug weapon. What must I do to
                      defeat it?

                                SIFU'S VOICE
                      ... You must confront your guilt,
                      Michelle ... You must remember ...

                                MICHELLE
                      I DON'T WANT TO REMEMBER!

            Her cry echoes through the vaulted space. Sifu waits for
            Michelle to regain her composure.

                                SIFU'S VOICE
                      ... "Facing danger, persevere ... Then
                      there is no blame ... Do not complain
                      about this truth ... Enjoy whatever
                      fortune you possess" ...

                                MICHELLE
                      "Defy the Dragon. Defy the Leopard. Defy
                      the Panther."

                                SIFU'S VOICE
                      ... So, you remember your lessons ... You
                      have forgotten much, but not everything
                      ... You must expand your sphere of
                      awareness, Michelle ... And you must
                      accept the true face of the past ... You
                      can do it ... I have faith in you ...

            Michelle presses her hands against the altar.

                                MICHELLE
                      Sifu! Do they know? In City Memory, do
                      they know the truth?

                                SIFU'S VOICE
                      ... Good luck, little Shelly ...

                                MICHELLE
                      Are they with you? The ones who did it?
                      Are they there too? Sifu?

            Silence. Sifu is gone. Michelle kowtows again.

                                MICHELLE (cont'd)
                      I won't let you down.

            EXT. STREET - NIGHT

            Liam pushes his way through the crowd toward Central
            Structure in the distance. A vid-projection hovers above the
            street, distorted by the rain.

                                FEMALE NEWSCASTER
                      - apologized for the unscheduled rain,
                      caused, she said, by plasma induced
                      ionization -

            INT. MED-LAB

            Papina GROANS and tosses in her sleep.

            INT. TOGAWA'S OFFICE - NIGHT

            Valentine slowly turns the disc around in her hand as behind
            her Togawa gazes out into the rainy night.

            INT. MICHELLE'S OFFICE

            Michelle stares at a vid-projection schematic of OC1. It
            cycles slowly through random views of the city.

                                MICHELLE
                      Expand my sphere of awareness...

            She seems to go into a trance as the images cycle faster and
            faster. Then, just like The Girl did before, she freezes the
            display on -

            The image of the teardrop-shaped bottom of the city's
            spindle.

                                MICHELLE (cont'd)
                      Expand...

            The image pulls back to reveal the entire city in profile. 

                                MICHELLE (cont'd)
                      Expand... 

            We slowly CIRCLE Michelle...

                                MICHELLE (cont'd)
                      Expand... 

            Leaving the expanding image behind...

                                MICHELLE (cont'd)
                      Expand... 

            Until we see only her expression - Eureka!

            INT. TOGAWA'S OFFICE - NIGHT

            The image of OC1 in orbit looms behind Michelle as she
            confers with Togawa and Valentine.

                                TOGAWA
                      Too risky. If we hit the mainline -

                                MICHELLE
                      I'll maneuver the robot into position
                      away from it. We're dead anyway, if we
                      don't try, so nothing's too risky.

                                TOGAWA
                      Alright. Who's our sniper?

                                MICHELLE
                      Just a second. Alexi!

            The image of Alexi appears.

                                MICHELLE (cont'd)
                      Do you have that list?

                                ALEXI
                      Not much of a list, I'm afraid. Of the
                      top ten percentile, minus those
                      transferred, retired, deceased -

                                MICHELLE
                      How many names?

                                ALEXI
                      One.

            INT. MED-LAB

            Papina sits naked on the bed, her legs free and healed, as
            Police Nurse removes the final needle.

                                PAPINA
                      Ow! Watch it!

                                POLICE NURSE
                      Last one.

                                PAPINA
                      So can I get a gown or something now?

            Police Nurse hands her a gown as Michelle enters. Papina
            hurries into it, embarrassed.

                                MICHELLE
                      Relax, I've seen it. How do you feel?

                                PAPINA
                      Hmmm, let me think. Like I've been -
                          (counts on her fingers)
                      - run over by an ambulance, thrown from a
                      car, kicked through a train, dropped down
                      an elevator shaft, blasted back up said
                      elevator shaft, and publicly humiliated
                      by a stupid robot!
                          (stares at six fingers)
                      Wait, I think I forgot one.

                                MICHELLE
                      Publicly humiliated?

                                PAPINA
                      She stole my clothes!

            Michelle tosses her a bundled ESWAT uniform.

                                MICHELLE
                      Unlimited supply, basic black only.
                      You're back on duty.

                                PAPINA
                      Oh no - I'm beat. Count me out.

                                MICHELLE
                      It's not an invitation.

            Papina stares at her lap and scratches her leg.

                                PAPINA
                      Look. I'm just a meter maid, okay? I'm
                      not cut out for this ESWAT stuff, I
                      realize that now. And I'm sorry for all
                      the trouble I've caused. Now I have to
                      report to physical therapy or something,
                      so if you'll excuse me -

                                MICHELLE
                      Washington - Papina. Why did you join the
                      force? To write out parking tickets? Or
                      to get the bad guys and be a hero?

                                PAPINA
                      To - wh - I'm just not suited!

                                MICHELLE
                      Central Computer says you are.

                                PAPINA
                      Hmph! Right.

                                MICHELLE
                      Believe it or not, TE Blue Three Seven
                      Three is the best shot under the dome
                      right now. Officer, we need you to run
                      trigger on that robot.

                                PAPINA
                      That so.
                          (beat)
                      What am I shooting?

            Michelle grins.

            EXT. SPACE

            The slender thorn of an EDF satellite silently opens like a
            metallic flower.

                                PAPINA'S VOICE
                      Whoa mamma!

            INT. SIMULATOR CONTROL ROOM

            Papina gawks at a vid-projection of the blossoming satellite
            as Michelle and a TECH work a control panel.

                                PAPINA
                      Wait'll I tell Liam about this!

                                MICHELLE
                      Later. Now you practice.

            The door to the simulator opens in front of Papina.

                                PAPINA
                      On the sim?

                                MICHELLE
                      Your forte. Interfaced directly to the
                      old EDF defense grid.

            INT. SIMULATOR

            Papina enters the white, orb-shaped room. A walkway extends
            to an articulated chair in the middle. She sits. 

            Locks fasten into her body-armor, the walkway retracts, and
            the chair disappears into the concave floor. 

            Papina floats like a puppet from slender supports.

            A rifle slides out of a panel on the wall. She grabs it. 

            The lights fade and suddenly she drifts in space, surrounded
            by stars. Disoriented, she spins and tumbles.

                                PAPINA
                      Whoa! Give me some ground! A grassy
                      knoll, anything!

            A flat, featureless plane appears below her. She stands.

                                PAPINA (cont'd)
                      Thanks. Where's the target?

                                MICHELLE'S VOICE
                      Behind you.

            Papina turns. In the distance drifts an ancient satellite,
            the battered and forgotten Hubble. 

            She drops, lines up a shot, and squeezes the trigger.

            EXT. SPACE

            The EDF satellite silently fires its invisible beam. The
            target remains untouched.

            INT. SIMULATOR CONTROL ROOM

            Michelle buries her head in her hands.

                                MICHELLE
                      I thought you never miss.

                                PAPINA'S VOICE
                      This ancient EDF thing's clumsy!

                                MICHELLE
                      That ancient EDF thing can carve the
                      Terran Constitution on the head of a pin
                      from orbit! You're subconsciously
                      compensating for gravity that's not
                      there. Practice.
                          (to Tech)
                      We do have enough space junk for her to
                      practice on?

            Tech shrugs.

                                MICHELLE (cont'd)
                      Well keep her at it. I have to see a man
                      about a suit.

            INT. SIMULATOR

            Papina squints and pokes out her tongue to help line up
            another shot.

            INT. LAB

            Double doors whoosh open as Michelle marches in. The lab is a
            maze of equipment and cables.

                                MICHELLE
                      Anybody home?

                                LAB GUY'S VOICE
                      Back here!

            Michelle navigates her way toward the voice to find three
            pale, nerdy LAB GUYS fussing over an unidentifiable machine.

                                MICHELLE
                      What's that?

                                LAB GUY
                      Lateral stabilizer from an L Series
                      repair mecha. We've increased the
                      rotation manifold's contact area by about
                      ten percent, overall torque by -

                                MICHELLE
                      What about my prototype?

                                LAB GUY
                      Oh right, the Ten. Follow me.

            Michelle follows him deeper into the maze.

                                MICHELLE
                      Do you even know what's going on up
                      there?

                                LAB GUY
                      Please, we're not total hermits. It's the
                      big Peace - Ah, here we are!

            They come to a POD SHAPED DEVICE, a half meter long, with a
            convoluted surface. It looks like the white egg the black
            Series Nine mecha would lay.

                                MICHELLE
                      Pack it up.

            EXT. STREET - NIGHT

            Liam pushes through the crowd, squeezing between pressed
            bodies, lost in a sea of strangers. Then a barricade.

            The cross street is totally clear as far as he can see in
            either direction. Police keep the multitudes back as if along
            a parade route. Everyone is strangely hushed, waiting. Then a
            MURMUR works its way through the crowd as... 

            The Girl walks calmly up the center of the street. Liam
            watches in amazement as she silently passes...

            A familiar little decal on her uniform.

            INT. SIMULATOR

            Papina has lined up a shot when - CHIRP! - she jumps and
            misses.

                                PAPINA
                      Argh! Washington!

            Liam appears on the vid-projection.

                                LIAM
                      Papina! Wha -

                                PAPINA
                      Can't talk now tell you later sorry 'bout
                      lunch I'M KINDA BUSY RIGHT NOW GOODBYE!

            EXT. STREET - NIGHT

            Papina's image vanishes, leaving Liam alone in the crowd in
            the rain. He shakes his head and slogs onward.

            INT. SIMULATOR

            Papina squints and lines up another shot.

                                PAPINA
                      I swear he has the worst timing!
                      Sometimes I could just -

            She pulls the trigger and... 

            EXT. SPACE

            Nails the satellite dead center. It vaporizes.

            INT. SIMULATOR

            Papina's mood suddenly brightens.

                                PAPINA
                      That's more like it!

            INT. SPINDLE ACCESS

            A huge, ring-shaped chamber at the heart of OC1. Michelle and
            Lab Guy have unloaded the Ten from a cart into one of the
            dozen turbo-lifts that encircle the center column.

                                VALENTINE'S VOICE
                      Michelle. Good luck.

            INT. TURBO-LIFT

            Valentine's image hovers before Michelle.

                                MICHELLE
                      Thank you, Madam.

                                VALENTINE
                      Call me Masami.

            Michelle smiles.

                                MICHELLE
                      Masami. When I get back, I want that
                      cake. Chocolate.

            Valentine LAUGHS. The vid-projection vanishes and Michelle
            turns to Lab Guy.

                                MICHELLE (cont'd)
                      Okay, how do I suit up?

            Lab Guy looks around nervously, pulls a squeeze-tube from a
            pack of gear on the cart and hands it to her.

                                MICHELLE (cont'd)
                      What's this?

            He can't seem to look her in the face.

                                LAB GUY
                      Super-conductive jelly.

                                MICHELLE
                      And why do I need it?

                                LAB GUY
                      Because the Ten utilizes a next
                      generation full-body biofeedback
                      interface.

                                MICHELLE                      And what does that mean?

                                LAB GUY
                      It means you have to... disrobe... and
                      apply this jelly all... over.

            Michelle frowns. Lab Guy turns red.

                                LAB GUY (cont'd)
                      Then just touch the Ten anywhere, it's
                      coded to your DNA, it'll recognize you
                      and open.

                                MICHELLE
                      I see. Anything else I should know?

                                LAB GUY
                      Just remember the boost curve. You don't
                      want to unconsciously scratch your nose
                      and rip your face off.

                                MICHELLE
                      I'll keep that in mind. You've been a
                      great help. Bye.

            She jabs the button and the door closes between them.

                                MICHELLE (cont'd)
                      Pervert!

            INT. SIMULATOR

            Papina blasts another piece of space junk.

                                MICHELLE'S VOICE
                      How you doing, Papina?

                                PAPINA
                      Six in a row!

                                MICHELLE'S VOICE
                      I hope seven's your lucky number. Next is
                      for real.

                                PAPINA
                      Wey, how am I supposed to hit the brat
                      when she's invisible to the scanners?

            INT. TURBO-LIFT

            Michelle winces as she squirts the cold jelly onto her arms.

                                MICHELLE
                      Ugh! You'll be targeting your ESWAT
                      uniform. Universal locator woven in.

            INT. SIMULATOR

            Papina CHUCKLES to herself.

                                PAPINA
                      Steal my clothes, why don't ya!

            EXT. CENTRAL STRUCTURE - NIGHT

            The Girl approaches Central Structure, moving past the crowd
            toward a cleared area at the base of the tower. As if on cue,
            the rain drizzles to a stop.

            INT. CENTRAL COMMAND

            Togawa, Valentine, Alexi and everyone else watch The Girl's
            approach on the main vid-projection.

                                VALENTINE
                      This could work.

                                TOGAWA
                      Central Computer puts the odds of success
                      at point-oh-oh-oh-oh-oh-eight percent.

            Valentine frowns.

            INT. TURBO-LIFT

            Michelle finishes applying the jelly and steps over to the
            Ten. She reaches out to touch it.

            Centimeters from its surface, her hand stops. 

            Michelle listens intently to the rhythmic WHOOSH of receding
            levels. Another sound rises above this... a ghostly VOICE -

                                SAMMY'S VOICE
                      ... Shelly ...

            Michelle backs away, shivering. She slides down the wall into
            a curl, overwhelmed by...

            INT. DREAM HALLWAY - FLASHBACK

            The memory. As before, Shelly sees Sammy clamber over the
            barrier in front of the open elevator shaft.

                                SHELLY
                      Get away from there!

            She races forward, but Sammy is already perched on the edge.

                                SAMMY
                      Shinji said this is where the Bugs are
                      buried. And look!

            Sammy points excitedly down the shaft. Shelly reaches over
            the barricade, her full weight on it.

                                SHELLY
                      Come here now, you little brat!

            The corner of the barricade SLIPS.

            INT. TURBO-LIFT - THE PRESENT

            DING! The display flashes LOCKED as the doors open and the
            power shuts off. 

            Michelle stands. Her bare feet step slowly up to the pod,
            illuminated by dappled light through the open door.

            She touches it. 

            It springs open with a soft WHIR and in a single, complex
            movement envelops her.


            INT. SPINDLE MIDPOINT

            Michelle steps from the turbo-lift onto a walkway that
            extends spoke-like to a catwalk encircling the shaft. The
            white Ten she now wears is sleek and compact, only slightly
            bulkier than her normal ESWAT uniform.

            She grasps the railing and it SNAPS under her enhanced grip. 

            She looks down at the piece of metal in her armored hand,
            then over the edge of the walkway.

                                MICHELLE
                      Easy, girl.

            The shaft recedes for hundreds of kilometers below her.
            Suspended down the center is the mainline, a massive cylinder
            covered in vines. The vines grow outward on a complex lattice
            that corkscrews around the spindle. Water trickles down along
            the vines, and a current of air ruffles Michelle's hair as
            she leans over the railing. At regular intervals down the
            shaft, a ring of turbo-lift doors access another level of
            catwalks. 

            The same view extends to a vanishing point above her as well.

            INT. SPINDLE ACCESS

            The entrance seals shut behind The Girl. A single operating
            turbo-lift waits with open doors.

            INT. SPINDLE MIDPOINT

            Michelle walks around the catwalk that circles the shaft.

                                TOGAWA'S VOICE
                      She's on her way.

                                MICHELLE
                      It's on the way.

            Michelle paces, nervous and distracted. She wriggles her nose
            - an itch.

                                MICHELLE (cont'd)
                      Get a grip, Michelle.

            She breathes deeply and begins a T'ai Chi routine.

                                MICHELLE (cont'd)
                      You can do it, no sweat...

            INT. TURBO-LIFT

            The Girl stands impassively as levels WHOOSH past.

            INT. SPINDLE MIDPOINT

            Michelle moves faster. T'ai Chi becomes Wing Chun.

                                MICHELLE
                      You're invincible...

            INT. TURBO-LIFT SHAFT

            The lift rockets down the endless shaft.

            INT. SPINDLE MIDPOINT

            Now Michelle kicks, fast and powerful. The catwalk shudders.

                                MICHELLE
                      You're Superman...

            She flips into the air and lands in a familiar, heroic pose.

                                MICHELLE (cont'd)
                      You're Wong Fei Hung!

            An equally familiar, heroic MELODY swells until...

            DING! The other turbo-lift arrives. The Girl looks out at
            Michelle across the walkway. 

            Michelle stands back and motions to the encircling catwalk.

                                MICHELLE (cont'd)
                      Sorry, lift's out of order. This way.

            The Girl steps out onto the walkway. She looks around, then
            down over the edge. 

                                MICHELLE (cont'd)
                      Forget it, you'd get tangled in the
                      scrubber vines. The stairs, this way.

            INT. SIMULATOR

            Papina squints at a computer-enhanced image of the spindle.
            She has a clear shot across the walkway and The Girl is
            stepping right into it.

                                PAPINA
                      Too easy.

            INT. SPINDLE MIDPOINT

            The Girl moves closer...

                                MICHELLE
                      Sorry for the inconvenience. It's only
                      another five hundred kilometers.

            And steps into position.

            INT. SIMULATOR

            Papina's finger tightens on the trigger as... 

            The Girl suddenly leaps up. Papina aborts the shot.

            INT. SPINDLE MIDPOINT

            Michelle jumps after The Girl, grabs her ankle and throws her
            back down onto the walkway.

            INT. SIMULATOR

            Papina hustles up another shot.

            INT. SPINDLE MIDPOINT

            Michelle drops toward The Girl. The Girl springs aside and
            Michelle lands in her place.

            INT. SIMULATOR

            Papina almost shoots Michelle by mistake.

                                PAPINA
                      Waaa!
            INT. SPINDLE MIDPOINT

            Michelle and The Girl FIGHT, equally matched. Michelle kicks
            and The Girl leaps over. Michelle's leg tears through railing
            as she spins around. Backed against the open turbo-lift, she
            punches The Girl right in the face. 

            The Girl arcs back, recovers in mid-air and lands on her feet
            at the opposite end of the walkway.

                                MICHELLE
                      You're pretty good.

            They rush each other. The Girl attacks low. Michelle leaps up
            and over, and kicks her into the turbo-lift.

            INT. TURBO-LIFT

            The Girl springs to her feet and blocks Michelle's kick with
            her leg. Michelle backs her against the far wall...

            Their ankles crossed between their faces.

                                MICHELLE
                      Teach me.

            The Girl punches, Michelle blocks, and in a half dozen moves
            they're back on the walkway.

            INT. SPINDLE MIDPOINT

            Every countered blow knocks Michelle back, every dodged kick
            destroys more of the walkway.

            Michelle dives under the railing and onto the catwalk as The
            Girl moves once again into position.

            INT. SIMULATOR

            Before Papina can fire The Girl kicks off the railing and
            leaps at Michelle.

                                PAPINA
                      Come on...

            INT. SPINDLE MIDPOINT

            Michelle springs up and she and The Girl kick each other in
            mid air! They fly in opposite directions along the catwalk,
            sliding backwards on their feet.

            Michelle smiles and beckons with an upturned palm. 

            The Girl attacks. Michelle rips up a section of railing to
            use as a long staff. In seconds The Girl has broken it into
            several pieces, one of which she hurls at Michelle.

            Michelle moves her head just enough to avoid being impaled!

            INT. DETENTION BLOCK

            Leader reclines on a bunk as Kang paces the cell.

                                KANG
                      It should have happened by now...

                                LEADER
                      What should have happened?

                                KANG
                      You really are an idiot.

            Kang punches Leader in the face! Blood gushes from Leader's
            broken nose as he staggers to the bars.

                                LEADER
                      Wha - guards! GUARDS!

            Kang spins him around and slugs him again.

            INT. GUARD'S STATION

            The two guards are distracted by a vid-projection of Michelle
            fighting The Girl. Female Guard glances at the cell monitor.

                                FEMALE GUARD
                      He's killing him!

            INT. DETENTION BLOCK

            Kang savagely beats Leader against the bars. The guards rush
            up with their stun rods.

            Kang drops to the floor and Leader is ZAPPED instead. Kang
            grabs Female Guard's arm and yanks -

            KONKS her head against the cell bar -

            Catches her stun rod and ZAPS Male Guard with it. 

            Then he twists her arm around, CRACKING bones, and SLAPS her
            palm flat against the inner lock.

            INT. SPINDLE - MIDPOINT

            The Girl crashes back onto the walkway, taking out more of
            the railing. 

            Several large bolts attaching the walkway to the center
            column bend and pop loose.

            Michelle kicks off the wall and flies into The Girl. The Girl
            blocks and punches Michelle in the stomach. 

            Michelle flies back and smashes into the outer wall, crushing
            several pipes that run up the spindle. They HISS hot vapor as
            Michelle falls back to the walkway.

            Blood drips from her mouth. 

            INT. SIMULATOR

            The Girl moves past the target position again.

                                PAPINA
                      Stand still!

            INT. SPINDLE MIDPOINT

            Michelle rolls to avoid The Girl's punches, which puncture
            the floor. She twists to her feet and kicks The Girl back
            onto the walkway. 

            The walkway CREAKS and shudders, held by a single bolt.

            Michelle attacks, but The Girl drives her back toward the
            catwalk, into the expanding cloud of vapor. The Girl is
            relentless and Michelle is tiring.

            INT. CENTRAL COMMAND

            Valentine and Togawa can see that Michelle is losing.

                                VALENTINE
                      Come on, Michelle.

                                TOGAWA
                      Washington, take the shot!

            INT. SIMULATOR

            Papina watches helplessly as The Girl beats Michelle to a
            bloody pulp.

                                PAPINA
                      Wait, she's in the way!

                                TOGAWA'S VOICE
                      You know you have to do it!

                                PAPINA
                      GIVE HER A CHANCE!

            INT. SPINDLE MIDPOINT

            Michelle lashes out with the last of her strength and knocks
            The Girl back, then collapses face down on the catwalk. 

            The Girl slams onto the walkway...

            The remaining bolt twists... 

            And as The Girl leaps toward Michelle the walkway breaks away
            from the turbo-lift.

            The Girl slams into the catwalk, partly on Michelle, who
            instinctively grabs hold of her as she starts to slide off. 

            The Girl swings by her right wrist from Michelle's grasp as
            the walkway crashes through vines far below. 

            Michelle looks groggily down at The Girl.

            The Girl looks up at Michelle - with Sammy's face!

            INT. ELEVATOR SHAFT - FLASHBACK

            Sammy swings by her right wrist from Shelly's grasp.

                                SAMMY
                      AYIEEEE!

                                SHELLY
                      Hang on! I've got you!

                                SAMMY
                      Shelly!

                                SHELLY
                      Give me your other hand!

            Sammy panics, kicking air.

                                SAMMY
                      I'm slipping!

                                SHELLY
                      I've got you! Give me your other hand!

            Shelly tries to pull her up, but doesn't have the strength.

                                SAMMY
                      DON'T LET GO, SHELLY! DON'T -

            INT. SIMULATOR - THE PRESENT

                                PAPINA
                      - LET GO, MICHELLE! LET GO!

                                TOGAWA'S VOICE
                      Take the shot NOW, that's an order!

            INT. ELEVATOR SHAFT - FLASHBACK

            Sammy's wrist slides through Shelly's grasp. Shelly catches
            Sammy's hand, squeezing tight.

                                SAMMY
                      DON'T LET GO!

                                SHELLY
                      I won't, Sammy! I promise!

            But even as she says it, she feels Sammy's hand slip away. 

                                SAMMY
                      SHEEEEEEELLLLLYYYYYYY!

            Sammy is gone. Shelly curls up in a ball on the floor. 

            Her fist opens, knuckles still white. In her hand is the
            kitty-kat ring, slipped from Sammy's finger, clenched so
            tightly it drew blood.

                                PAPINA'S VOICE
                      MICHELLE!

            INT. SPINDLE MIDPOINT - THE PRESENT

            Michelle finds herself still holding onto The Girl.

                                PAPINA'S VOICE
                      LET GO!

            She lets go.

            The Girl falls.

            INT. SIMULATOR

            Papina squeezes the trigger.

            EXT. SPACE

            The EDF satellite fires.

            INT. GUARD'S STATION

            Kang's face blanches as he peers at the vid-projection.

            INT. SPINDLE MIDPOINT

            The Girl drops onto a BEAM OF ENERGY that pierces the spindle
            ten meters below. She vaporizes in a blinding flash!

            The beam vanishes, leaving two platter-sized holes in the
            spindle. Air WHOOSHES out into space. 

            Michelle clings to the floor as the holes slowly reseal
            themselves.

            Then all is still and silent. Dreamlike. The vines and
            catwalk are frosted, the broken pipes flash-frozen, and the
            vapor that clouded the air is now SNOW.

            The snow drifts slowly down, melting instantly against
            Michelle's over-heated powersuit. She stands and looks to the
            turbo-lift.

            There, through the snow, she can just glimpse... Sammy.

                                SAMMY
                      ... Stop blaming yourself ...

                                MICHELLE
                      I dropped you.

                                SAMMY
                      ... No, I fell ... Remember? ... You
                      tried to save me ... Just like you try to
                      save everyone ... You're a hero ...

                                MICHELLE
                      Sammy -

                                SAMMY
                      ... Goodbye, Shelly ... You have a new
                      little sister now ...

            Sammy vanishes into the snow. 

            Michelle stands alone, clutching her necklace. 

            She snaps it from her neck and stares at the ring in her
            palm, then slowly turns her hand and lets it drop.

                                MICHELLE
                      Goodbye, Sammy.

            SOUND returns as the final snowflakes follow the necklace
            down the spindle.

                                VOICES
                      Yeah! We did it!

            INT. CENTRAL COMMAND

            Everyone CHEERS, ecstatic.

            INT. SIMULATOR

            Papina jumps up and down on the featureless plane.

                                PAPINA
                      YES YES YES YES YES YES YES!

            EXT. ORBITAL CITY ONE - NIGHT

            Millions of people rejoice.

            INT. SPINDLE MIDPOINT

            Michelle staggers to the other lift as the power returns.

                                PAPINA'S VOICE                      I got her! I got her! I got her!

                                MICHELLE
                      I know. Nice shot.

            She leans exhausted against the lift as the door closes.

            Far below, Sammy's ring lies nestled in the scrubber vines.

            INT. SIMULATOR

            Papina is still jumping up and down when the door to the sim
            opens behind her. 

            INT. CENTRAL COMMAND

            Above the CHEERING of the cops can just be heard -

                                PAPINA'S VOICE
                      Who the bug are you?

            Valentine spins toward the monitor, alarmed.

                                VALENTINE
                      Where's the feed from the sim?

                                ALEXI
                      The signal just went out.

                                VALENTINE
                      The detention cell?

            The vid-projection changes to a view of the cell. 

            Valentine bolts from the room.

                                VALENTINE (cont'd)
                      Michelle, Kang's in the sim!

            Alexi looks up from a display, puzzled.

                                ALEXI
                      Commander Togawa, the defense grid is re
                      energizing!

                                TOGAWA
                      Get it off-line! NOW!

            INT. SIMULATOR

            Kang's torso pokes up from the virtual floor. He wears a
            guard's uniform. Behind him lies Papina, unconscious. He
            raises the rifle, aims, and pulls the trigger.

            EXT. SPACE

            The EDF satellite fires straight into the giant dome of OC1!

            EXT. ORBITAL CITY ONE - NIGHT

            The beam refracts across the city at an extreme angle.
            Skyscrapers, sliced in half, collapse!

            INT. TURBO-LIFT

            A low RUMBLE shakes the lift as Michelle rides up.

            EXT. ORBITAL CITY ONE - NIGHT

            Crowds trample each other as buildings fall on them!

            INT. CENTRAL COMMAND

            Alexi sweats over a keyboard. Sparks shoot across.

                                ALEXI
                      I'm locked out!

            INT. SIMULATOR

            Kang LAUGHS insanely as he fires again and again and again!

            EXT. ORBITAL CITY ONE - NIGHT

            The beams shoot randomly through the dome. One slices across
            the lake to create a hundred meter-high wall of hot steam.

            Another sears right through the center of a skyscraper,
            incinerating a park on the other side.

            EXT. CENTRAL STRUCTURE - NIGHT

            The third beam slices RIGHT IN FRONT OF A WIDE-EYED LIAM and
            into the base of Central Structure.

            INT. SPINDLE ACCESS

            Michelle's lift opens and she rushes out. Central Structure
            GROANS and RUMBLES.

            EXT. CENTRAL STRUCTURE - NIGHT

            Gyros ringing the top spin overtime to correct its balance.

            INT. CENTRAL COMMAND HALLWAY

            Valentine races toward the simulator, followed at a distance
            by several cops. The hallway tilts and lurches.

            Michelle runs from the opposite direction. Her Ten cracks the
            floor with each step.

            INT. SIMULATOR

            Papina opens her eyes and sees...

            Kang firing away at OC1 in the virtual distance, LAUGHING.
            She jumps on his back, spinning him around.

            EXT. SPACE

            The EDF satellite fires wildly in random directions.

            INT. SIMULATOR CONTROL ROOM

            Valentine moves the dead Tech aside as Michelle SMASHES the
            simulator controls with one punch.

            EXT. SPACE

            The satellite stops firing.

            INT. SIMULATOR

            The orb-shaped room returns in a burst of static.

                                MICHELLE AND VALENTINE
                          (in unison)
                      Freeze, Kang!

            They stand in the doorway, Valentine leveling a gun. Papina
            cranes her neck around.

                                PAPINA
                      Guys! Bring me some cuffs, I got him!

            Papina hangs above the concave floor, wrapped around Kang.
            Without the sim running to feedback her actions, however, she
            can only move her arms and legs. Kang easily pulls free and
            aims a pistol at her head.

                                PAPINA (cont'd)
                      Uh, guys...

                                VALENTINE
                      Drop the gun, Kang!

                                KANG
                      Go ahead, shoot.

            He presses the muzzle of his gun to Papina's forehead.

                                KANG (cont'd)                      The little one will die, but I'll still
                      be out there.

            Papina struggles in the harness.

                                PAPINA
                      Wey!

                                KANG
                      No matter what you do, Masami, everyone
                      you know will cease to exist. I'll see to
                      it you'll always be alone.

                                PAPINA
                      Michelle?

                                VALENTINE
                      Am I going to have to count backwards?

                                PAPINA
                      MADAM! How do I get out of this thing?

                                MICHELLE
                      Hit the release button.

            Papina looks down, slaps the button and drops instantly out
            of the harness - much to Kang's surprise.

            Valentine SHOOTS Kang four times - right shoulder, left knee,
            left shoulder, right knee - before Papina hits the floor! 

            Kang falls crippled against the wall. Valentine walks over
            and stands above him. Although writhing in pain, he LAUGHS
            maniacally -

                                KANG
                      I am Legion! Do you understand? You can
                      never kill me, Masami! NEVER!

            Valentine levels her gun to his head.

                                VALENTINE
                      Wrong. I get to kill you again and again
                      and again.

            Kang stops laughing. His expression changes from insane
            triumph - to fear.

            BAM! Blood splatters the white wall of the sim.

            Michelle and Papina look away silently.

            Valentine calmly holsters her gun, turns, and walks back to
            the door. As she nears Michelle and Papina, she stumbles.
            They catch her gently...

            And the three of them exit arm in arm, the heroic trio. The
            moment is broken by Papina -

                                PAPINA
                      Wait. If that was Kang, shouldn't he have
                      been older?

                                MICHELLE
                      Forget about it, kid.

                                VALENTINE
                      Sometimes it's better not to know.

            EXT. STREET - DAWN

            Confetti fills the air. The crowd CHEERS as our heroines pass
            on the six-wheeled ESWAT cart, at the end of a long parade of
            lion dancers, acrobats, and drummers.

                                MICHELLE
                      What do you think, Papina? Is being a
                      hero better than writing out tickets?

                                PAPINA
                      I could get used to it.

                                MICHELLE
                      Good. Because you start tomorrow at
                      05:00.

                                PAPINA
                      Start what?

                                MICHELLE
                      ESWAT basic training.

            Papina's eyes bug.

                                PAPINA
                      I'm in?

                                MICHELLE
                      If you pass the training.

                                PAPINA
                      Madam!

                                MICHELLE
                      It was Togawa's idea, not mine. And from
                      now on, you should call me Sifu.

            Papina is dumbstruck. She kowtows.

                                PAPINA
                      Sifu!

            Valentine smiles at this touching display.

                                VALENTINE
                      Good luck, Washington.

                                MICHELLE
                      Something tells me I'm the one who needs
                      the luck. 

            Valentine LAUGHS.

                                MICHELLE (cont'd)
                      Masami, I meant what I said before -
                      you've always been my hero. It was a
                      great honor to work with you.

                                VALENTINE
                      Come back with me to Mars. We could use a
                      cop like you.

            Michelle glances at Papina, waving furiously at the crowd.

                                MICHELLE
                      I have family here. Responsibilities.

                                VALENTINE
                      I understand. And I envy you.

            Ahead of them along the parade route a group of meter maids
            SCREAM and wave signs - WE LOVE YOU PAPINA! and TE #1!

                                MICHELLE
                      Looks like you've got a fan club.

                                PAPINA
                      Cool!

            Michelle and Valentine LAUGH as Papina jumps off the
            transport and starts signing autographs like a pro. Suddenly
            she stops.

                                PAPINA (cont'd)
                      No bugging way.

            She takes one of the meter maid's ticket pens...

            And steps over to a familiar car - with a broken rear window
            and a rock in the back seat! 

            Papina writes the ticket with a mock demonic LAUGH as the
            parade leaves her behind.

                                PAPINA (cont'd)
                      Bwahahaha!

                                MICHELLE
                      Washington, come on!

            Papina runs and leaps back onto the transport - just as Liam
            struggles through the crowd.

                                LIAM
                      Papina! Papina!

            Papina is already out of range. Excited and proud, Liam tugs
            the arm of a stranger beside him.

                                LIAM (cont'd)
                      That's my girlfriend!

            The parade moves away into the sunrise as we PULL BACK, over
            the vast city and through the dome, until...

            EXT. SPACE

            Orbital City One is once again a silhouette against the
            rising sun.

                                                          FADE TO BLACK 

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