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




















                       "FLASH GORDON"

                        Screenplay by

                       Sydney Cuthbert

               Based on characters created by

                        Alex Raymond





















                                      1167 To-lani Farm Road
                                      Stone Mountain, Ga.  30083
                                      914.297.8342
                                      s.l.cuthbert@att.net
 


EXT. SPACE

A vast sea of stars stretches off to infinity.  A bolt of cosmic
lightning becomes the Flash Gordon logo.  There's a RUMBLE like
THUNDER, and a BOOMING VOICE:

                      MING (VO)
          Pathetic Earthlings!  WHO will save
          you now?

Diabolical LAUGHTER echoes through the cosmos.

We MOVE past Jupiter... Saturn... Venus... Mars... toward the
planet Earth.  An ominous RUMBLE builds -- and a swirling hyper-
space tunnel opens.  Deep inside it is a glistening planet,
surrounded by a dark nimbus.

ENERGY BEAMS from the vortex assault Earth's atmosphere.  THUNDER.
Dark clouds swirl violently across the planet's surface.


EXT. EARTH - VARIOUS

-- New York City's rocked by earthquakes...

-- In Miami palms bend and sway in a raging snowstorm...

-- A tsunami rips across the Sahara desert...

-- In London lightning BLASTS trees, cars, buildings to fiery
   ruin...

-- San Francisco's Golden Gate bridge sways... cars, trucks,
   people fall into the bay far below...

-- Skyscrapers are hammered by basketball-sized hail.

INSERT - NEWSPAPER HEADLINES

          "WORLD COMING TO AN END!"  "STRANGE
          NEW PLANET RUSHING TOWARD EARTH --
          ONLY MIRACLE CAN SAVE US SAYS
          SCIENCE!"


EXT. NEW YORK'S TIMES SQUARE - DAY

Panicked crowds stare up at the electronic billboard as it
continues to scroll its dire predictions.
 
                                                               2.

EXT. PLANE - NIGHT (STORM)

A twin-prop passenger liner braves the lightning-wracked skies.
THUNDER booms in the distance.  SUPER: "JANUARY 7, 1934."


INT. PLANE

FLASH GORDON, 20, blonde, well-built, dozes in an aisle seat,
unperturbed by the turbulence.  Around him, other nervous
passengers CHATTER and peer fearfully out the windows.  Across
the aisle:

DALE ARDEN, a stunning, 18-year old raven-haired beauty shuts
her eyes tight at a flash of lightning.  The cabin rises and
drops suddenly.

                      DALE
          Uh!  Ohhhh!  Oh!

Flash opens an eye, smiles.

Dale grips the seat tightly, praying silently as the plane
lurches like a rollercoaster.  Flash slips into the seat next to
her.  She starts -- grabs his arm tightly as the plane rocks.

                      FLASH
          You okay, Miss?

                      DALE
          Believe it or not... I-I'm not
          usually such a powder puff, I -- OH!

                      FLASH
          It's okay, really.  This isn't your
          usual trans-atlantic.  I'm, uh,
          Raymond Gordon.  Most folks call me
          Flash.

He offers a hand.  Lightning illuminates the cabin!  She buries
her face against his shoulder, smiles shakily.

                      DALE
          I-I know... All-American
          everything... cover of Time...
          Olympic decathalon champ... ohhh...
          listen, d'you mind...?

                      FLASH
          One condition... tell me your name?
          I'm at a distinct disadvantage.
 
                                                               3.

                      DALE
          D-Dale Arden.  Soph.  Chem major.
          Vassar.  Budding basket case.

                      FLASH
          Ahhh, you're not doin' so bad, Miss
          Arden.

                      DALE
          Dale.  This... this doesn't bother
          you, Flash?

                      FLASH
          Truth?

She looks into his eyes, shakes her head.  Flash laughs, peers
out the window.  Dale pulls the shade down.

                      DALE
          Why isn't there a transatlantic
          train for days like this?

Violent crash of THUNDER -- the plane dips sharply.

                      DALE
          Ohhh!  Talk to me, Flash.  Please...

                      FLASH
          Uh, okay, let's see... uhm, just
          back from a swim meet in Naples...
          headed up to Boston to see my dad...

                      DALE
          Professor David Gordon.  I went to
          one of his astronomy lectures last
          year.  He's quite impressive.

                      FLASH
          Has his moments.  Matter of fact,
          he's one of the chrome-domes
          workin' on this freak weather --

                      DALE
          Don't remind me!  Don't remind me...

                      FLASH
          Sorry... So, are you gonna --

A violent lurch almost dumps them into the aisle.

                      DALE
          Ohhhhh --
 
                                                               4.

She buries her face against his shoulder.  Flash looks around
the cabin, now a little concerned.


EXT. PLANE - NIGHT (STORM)

Meteors streak down from the roiling skies.  Lightning blazes
around them.  Ming's diabolical LAUGHTER echoes through the
heavens.


INT. PLANE

Flash and Dale tense.  What the hell was that?  Passengers look
out the windows, panicking.

                      DALE
          What was -- oh, my god -- ohmygod...
          ohmy --

                      FLASH
          Easy, Dale... Stewardess?

A harried STEWARDESS moves down the tilting aisle.  Flash half-
rises from his seat.

                      STEWARDESS
          Please, sir, keep your -- ohhhh!

A violent impact dumps her into his lap.  The passengers cry out
in alarm.

                      CAPTAIN
                (on intercom)
          Ladies and gentlemen -- there's
          nothing to worry about.  We're
          presently experiencing a slight --

FLASH!  EXPLOSION!  The plane pitches violently.  Passengers
SCREAM, panic.  Flash jumps to his feet, runs for the cockpit.

                      DALE
          Flash -- !

                      FLASH
          Stay put!  Be right back!


INT. COCKPIT

Flash forces the door open, whipped by rain, gale-force winds.
He and the Stewardess see a gaping hole where the windshield was.
No crew.
 
                                                               5.

                      FLASH
          Oh, boy... this is not good...

He slips into the pilot's seat, grabs the wheel.  Throws a
worried glance at the instruments.  It doesn't help.  The
Stewardess watches, terrified.

                      STEWARDESS
          Please tell me you know how to fly
          this!

                      FLASH
          Uh, kinda... I'm takin' lessons.
          Didn't get to landings... yet.
          Don't you?

She shakes her head, eyes wide with terror.

                      FLASH
          Better get 'em outta here.  I'll
          hold it as long as I can.  Go!  GO!

She staggers into the cabin.  Flash wrestles the shuddering
controls, lashed by wind and rain.

Ahead and below, mountainous red-lit THUNDERCLOUDS rise.
Lightning flashes in their depths.


EXT. PLANE - NIGHT (STORM)

Parachutes bloom as the plane lists.  Its ENGINES falter.


INT. PLANE

Flash staggers through the crazily-tilting plane, toward Dale
and the Stewardess, who holds the last two 'chutes.

                      FLASH
          Great... Do you trust me?

Dale nods, terrified.  Flash slips into one 'chute, the
Stewardess into the other.  She hesitates in the door, looks
back, uncertain.

                      FLASH
          Go, we're right behind you!  Go --
          GO!!!

She bails.  Flash pulls Dale to the door.  The engines SPUTTER
and miss.  Dale shrinks back against Flash, eyes wide, shakes
her head.
 
                                                               6.

                      DALE
          N-no, Flash -- I can't!

                      FLASH
          It's better if you're still in the
          air when you open the 'chute.

                      DALE
          I never -- I'm -- oh, God --

                      FLASH
          Listen -- take a deep breath, we go
          on three, okay?  Okay, Dale?

Whipped by fierce winds, Dale looks down --

Storm-wracked clouds rush toward them, shot through with
lightning.  Flaming hail is everywhere.  The engines miss --
SPUTTER -- sieze up --

Dale looks at Flash, takes a shaky breath, nods.

                      FLASH
          Okay.  One --

He bails.  Dale lets out a startled SCREAM --


EXT. PLANE - NIGHT (STORM)

Their 'chute whips away in the HOWLING wind.  A large chunk of
flaming rock VAPORIZES the stricken plane.  As they hurtle past,
Dale's terrified SCREAM trails.


EXT. A LARGE FARMHOUSE - NIGHT (STORM)

Fiery hail ignites trees, grass, fences.  A large greenhouse is
nearby, with several broken panes.

                      ZARKOV (OS)
                (German accent)
          Statler?!  STAAAAT -- LERRRRR!!!


INT. GREENHOUSE - NIGHT (STORM)

DR. HANS ZARKOV, 50ish, angular, intense, bearded, stalks
through a 1930's Mad Scientist lab: sparking Tesla coils,
SCREAMING turbines, crackling Jacob's ladders.  The nose of a
chromed, art-deco spaceship sticks through the roof.

In the doorway, he shakes his fist.
 
                                                               7.

                      ZARKOV
          You hear me, you coward?!  DAMN you
          all to --

SCREAMING dive -- distant CRASH!  He squints up at:

A parachute, tossed in the rain and sizzling hail.

Zarkov gapes.  A crafty smile spreads across his face.  He rubs
his hands together delightedly.


EXT. FARMYARD - NIGHT (STORM)

Flash and Dale land hard, she falls onto her delicious behind.

                      DALE
          Uh!  Ohhhhh -- !

Flash helps her up, as the 'chute's whipped away.  He yells
above the HOWLING wind:

                      FLASH
          Are you all --

WHACK!  She lets him have it across the face.

                      DALE
          You scared the hell out of me!

Shaking, she hugs him tight.  Flash smiles, holds her
protectively as he looks around.

                      FLASH
          C'mon -- let's get outta this.

They run toward the house, dodging burning hail, smoking craters.


INT. FARMHOUSE - NIGHT

They stagger in, shake themselves off.  Dale suddenly moves
closer, grips Flash's arm.  A shadowy figure is framed in a
doorway, backlit by the eerie lab and lightning.

                      FLASH
          Oh -- sorry, pal, we didn't --

Zarkov steps into the light.  Creepy.

                      ZARKOV
          Pshaw!  Don't give it another
          thought, young man!  Don't!
                      (MORE)
 
                                                               8.

                      ZARKOV (CONT'D)
          Come in -- come in, yah?  Br-r-r-r!
          Nasty weather, eh?  Tsk, tsk.  Oh,
          my, but you're soaked... here, let
          me...

He extends two towels with his left hand, keeps the right in his
labcoat pocket.  As they dry off, he stares, smiling strangely.
Dale's getting creeped out.

                      ZARKOV
          So, little trouble mit your
          aeroplane, eh?  Tsk, tsk.  Tsk!

                      FLASH
          Uh, yeah.  Oh -- Flash Gordon.
          This's Dale Arden.

He extends a hand, Zarkov holds out his left.  Awkward moment.
Flash compensates, they shake hands.

                      ZARKOV
          Pleased to meet you -- pleased as
          punch!


                      FLASH
          Thanks.  Where are we, anyway?

                      ZARKOV
          Just outside Washington.  Would you
          care for something warm?  A little

He mimes taking a snort of booze.

                      ZARKOV
          -- eh?  Eh?

                      DALE
          Uh, we don't wanna --

                      ZARKOV
          Pfah!  Non-sense!  Come.

He backs out, his eyes gleaming in the dim light.

                      ZARKOV
          Come.  This waaaaaay...

He backs into the greenhouse.  Flash follows, Dale hangs back.

                      DALE
          I... I know that guy.
 
                                                               9.

                      FLASH
          Oh, yeah?  Who is he?

                      DALE
          I don't know.
                (off his look)
          I mean I can't place him.  But I've
          seen him... somewhere.  And all
          this...

                      FLASH
          Well, if he's got a car, maybe we
          can get a lift into town.  Then --

                      DALE
          I... I don't know... he's...

                      FLASH
          What?  What?

Zarkov's head pops into view, he crooks a finger at them.

                      ZARKOV
          Thiiisss waaaaaaayyyyyy...

He disappears into the lab.  They exchange a look: "Hmn..."


INT. GREENHOUSE/LAB - NIGHT (STORM)

Dale freezes when she sees the rocketship.  There's just nothing
else it could possibly be.  Zarkov rummages amiably through
nearby cabinets.

                      ZARKOV
          Tea!  We have tea... let's see
          now... ah -- and, uh, somewhere in
          here -- ah!  Coffee!  I think there
          might also be some cocoa...

                      DALE
          Oh, god... now I remember...

She nudges Flash, points at the gleaming ship.

                      FLASH
          Wow, that's some piece of --

Zarkov looks up sharply, sighs.  Dale eyes him carefully.

                      DALE
          Doctor Zarkov... I presume?
 
                                                              10.

                      FLASH
          Zark -- Hans Zarkov?!  You mean the
          nut that -- oh...

He grins sheepishly as Zarkov clicks his heels, bows.

                      ZARKOV
          One and the same.  Ach, don't
          worry... it's been years since I've
          attempted to rule the world, eh?

He chuckles.  Dale slips behind Flash, who smiles uncertainly.

                      FLASH
          Uh, okay... uh, doc, lissen, we,
          uh, we were wondering --

                      ZARKOV
          Can I tell you a little story,
          children?

They exchange wary glances.  He runs a hand through his thinning
hair.

                      ZARKOV
          Where to begin... ach... once upon
          a time, there was a man, a scientist
          of some note, I dare say... quite
          brilliant... and he propounded a
          rather unsual theory --

                      DALE
          -- that a newly discovered rogue
          planet was the source of all the
          unexplained phenomenon we've been
          experiencing?

Zarkov beams, surprised, but pleased.

                      FLASH
          Huh?  What planet?  What --

Zarkov puts an arm around them, walks them toward the lab.

                      ZARKOV
          Bravo!  Bra-vo, My Girl!  Verrry
          impressive.  You are a student of
          the sciences, yah?
                (before she can reply)
          Splendid!  Splen-did!  I always
          say -- first class minds, unclouded
          by the dubious benefits of
          testosterone, eh?
                      (MORE)
 
                                                              11.

                      ZARKOV (CONT'D)
          Well, to continue -- Ach!  Dumkopf!
          I am such a terrible host!  I'm
          sorry, what would you prefer?

                      DALE
          If I remember correctly, you also
          said that if one were to travel to
          this planet --

                      FLASH
          Huh?
                (laughs)
          By what?  Greyhound?

                      ZARKOV
          Not quite.
                (grand gesture)
          By rocket ship!

Flash and Dale exchange a glance: "Uh-oh".

                      FLASH
          Uh-huh.  Y'know what, Doc, it looks
          like you're pretty busy here, why
          don't we --

Zarkov works feverishly at his consoles.  Lights glow, machines
HUM.  His right hand stays in his labcoat pocket.

                      ZARKOV
          I've been observing it closely.
          It's made several corrections in
          trajectory, I believe it is
          inhabited -- and guided by
          intelligent design.  Guided!

                      FLASH
          Huh?  You mean someone's -- what --

          drivin' it toward us?  Okaaaaay...

Zarkov bustles around the lab.  Flash jerks his head toward the
door.  He and Dale edge carefully toward it.

                      ZARKOV
          Ehhhh... in a manner of speaking.
          If I'm correct -- and I assure you,
          I am -- THINK of the implications!
          Think!

He turns toward them, wild-eyed.  They freeze in mid-step,
nervous smiles frozen on their faces.
 
                                                              12.

                      ZARKOV
          A new world -- who knows what
          wonders await... it boggles the
          mind... boggles!

                      FLASH
          So you're gonna what... zip over
          and say hello?  Bring 'em a cake?
          In that?

Zarkov sizes them up.  A strange, intense look comes over his
face.  Dale quickly interjects:

                      DALE
          Most of the scientific community
          disagreed with you, didn't they?

Zarkov sputters.  Turns away.  Angrily flips switches, adjusts
dials, checks readouts.  Outside, the fury of the storm increases.
Hailstones CRASH through more panes.  Flash and Dale look up
nervously.

                      ZARKOV
          Pfah!  Dumkopfs!  Didn't the so-
          called "Scientific Community" once
          claim rocks -- meteors -- could not
          possibly fall from the sky?  Hah?!?
          That heavier-than-air flight was
          impossible?!  Bah!

                      FLASH
          He's got a point.  My dad says that
          one of the problems with science
          is --

Dale pinches him, a finger to her lips.  Zarkov looks up.

                      ZARKOV
          Eh?  Ah -- Gord -- Professor Gordon
          of Cambridge!  Yah, of course.
          Another dumkopf!  Pfft!  Did he
          send you to spy on me?!  Spy?!

Flash starts to reply, Dale grabs his arm.

                      DALE
          Uh, well, you probably still have
          tons of packing to do...

                      ZARKOV
          My assistant lost his nerve.  I
          should have expected it.  He was
          only a C student, you know.  C!
 
                                                              13.

Dale tugs Flash's arm.  They back slowly toward the door.

                      FLASH
          Heh.  Uh, kids today, huh?  Hey,
          listen, you have a safe --

Zarkov turns.  There's a luger in his right hand, pointed at
them.  They freeze, Dale clings to Flash, their eyes locked on
Zarkov.

                      ZARKOV
          I'm sorry to have to do this,
          children.  I truly am, but I haf no
          choice...

Flash pulls Dale protectively behind him.

Zarkov holds the gun on them.  Lightning -- THUNDER.  The
storm's getting worse by the minute.

                      FLASH
          Look, Doc... let's not get cra --

Dale pokes him, shakes her head.  Zarkov chuckles.

                      ZARKOV
          Quite all right, lad.  My colleagues
          have been saying that for years.
          Years!

                      DALE
          L-listen, why don't we talk this
          over?  We --

                      ZARKOV
          Oh no, no, we have no time, My Girl!
          Dear me, no... no time at all!

He glances at his watch, worried.

                      ZARKOV
          In fact, if my calculations are
          correct -- and I assure you, they
          are -- we should have taken off
          three and a half minutes ago.  So,
          if you don't mind...?

Shrugs apologetically, motions with the gun.

                      ZARKOV
          Hurry, please.  Hurry.

                      DALE
          Flash, maybe we should --
 
                                                              14.

                      FLASH
          Hey now, look, this' gone far
          enough.  You don't really wanna
          hurt anyone do you, Doc?

                      ZARKOV
          Eh?  Oh, dear me, no...

They relax.  He shoots out a window pane behind them.  Dale
squeaks, jumps behind Flash.  Zarkov shrugs.

                      ZARKOV
          But desperate times... the world is
          in terrible, terrible danger.  I
          need a pilot -- co-pilot,
          actually -- to help me navigate.
          Quick quick quick quick quick quick
          quick!

                      FLASH
          Okay... easy... easy -- look, let
          her go, and I'll go with you, okay?

          DALE                             FLASH
  Flash, you can't --              Shush!

                      DALE
          Don't shush me!

                      FLASH
          Will you cut it out?!  I'm tryin'
          to get you out of this, for cryin'
          out --

                      DALE
          Well don't be so high-handed!  I'm
          not some chippie you picked up by
          the pool, you --

                      FLASH

          Look, dammit, I --

                      ZARKOV
          Oh, chilllllldrennnnn --

They look up, annoyed, into the gun barrel.

                      ZARKOV
          Get -- IN -- the -- damn -- ROCKET!!!

They jump, back toward the rocketship, up a spiraling ramp --
across a steel catwalk several stories high.  Obscured by clouds
of steam, Dale's foot slips, she almost falls.  Flash catches
her.  As they continue back:
 
                                                              15.

                      DALE
          Uh, didn't Dr. Mocenigo of Sao
          Paolo --

                      ZARKOV
          Grrrr!  That numskull wouldn't know
          a legitimate scientific phenomenon
          if it bit him in the ass!

                      FLASH
          Hey -- there's a lady --

                      ZARKOV
          Sorry... sorry... I've been -- I
          tell you what, when this is over,
          I'll take you both out for a nice
          dinner, hmn -- provided there is
          anyplace left to EAT -- OKAY?!  MOVE!

He chambers the pistol.  They back toward the rocketship.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

They back in.  Zarkov seals the hatch, covering them with the
gun as he does a pre-flight check.  Flash and Dale exchange
desperate looks.

                      FLASH
          All right then, suppose I refuse --

                      DALE
          Flash --

                      FLASH
          No, wait... and you shoot me.  Then
          what?  You still won't have a pilot.

Zarkov hesitates, thinking it over.  Dale clings to Flash's arm,
her eyes on Zarkov.  Zarkov's suspicious.

                      ZARKOV
          Good point.  If I release her...
          you will promise to behave?  Promise?

Flash grins disarmingly.  Zarkov lowers the gun -- Flash jumps
him.

                      DALE
          Flash!

They struggle all over the cabin.  Flash gets the gun, shoves
Zarkov backward into a console.  Zarkov falls to the deck, out
cold.  His hand despresses a SWITCH.
 
                                                              16.

Dale rushes to Flash, hugs him.

                      DALE
          Of all the -- you big lunk!  You
          could have been --

She stops.  The rocketship vibrates... a powerful RUMBLE builds
deep in its bowels.

                      DALE
          Uh-oh...

Flash rams a shoulder against the hatch, and winces in pain.
Locked.  He looks at Zarkov, out cold on the deck.

                      FLASH
          Uh, okay... maybe that wasn't such
          a good idea...

                      DALE
          DO something -- hurry!

Flash tries to revive Zarkov.  No good.

                      FLASH
          Great...

                      DALE
          Can't you stop this thing?!

Flash leaps to the controls.  He hasn't got a clue.

                      DALE
          Oh, God -- we're gonna DIE --

                      FLASH
          Hang ON!

They grab onto each other, whatever else is handy.  The ROAR is
deafening.  The cabin shakes --


INT. GREENHOUSE/LAB - NIGHT

The rocketship rises on a flaming column -- the lab EXPLODES --


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Dale's scream is lost in the thundering ROAR.  They're crushed
to the deck by G-Forces.
 
                                                              17.

EXT. SPACE - EARTH

They hurtle up -- up -- and away.  Rain and flaming hail lash
the ship -- wind HOWLS -- lightning rages.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Dale pulls herself up, clinging to webbing straps hanging from
the ceiling.  She stares out the port at the rapidly receding
planet, hyperventilating.

                      DALE
          Oh, god... ohgodohgodohgodohgod...

Zarkov GROANS.

                      FLASH
          Zarkov!  Atta boy, Doc, c'mon --

He helps him up.  Zarkov looks around, groggy.

                      FLASH
          C'mon, snap out of it, Doc!  You
          gotta stop this crazy thing!  Doc --

                      ZARKOV
          It's working?  IT'S WORKING!  I
          knew it would!  Knew it!

He laughs, sings in German, does a little victory dance.  Dale
and Flash suddenly become dizzy.

                      DALE
          ... Flash...

                      FLASH
          What... what... do... uh...

                      DALE
          -- getting... hard -- to -- ohhhh...

She crumples to the deck.  Flash catches her, but he also
buckles.  Zarkov looks around, gasps, panicked.

                      ZARKOV
          What... what's -- oh!  Oh, my!

He hits a switch.  Oxygen HISSES into the cabin.  They stop
gasping, give him an extremely annoyed look.

                      ZARKOV
          Sorrryyyy.  All the excitement.
          Forgot. Heh, heh...
 
                                                              18.

EXT. SPACE

They speed past the Moon, toward the hyperspace vortex.  PULL
BACK to reveal that they're being watched on a futuristic
VIEWSCREEN.  Targeting scopes frame them.  Power indicators rise.
An indicator flashes weapons lock.

                      MING (OS)
          Not yet.  Let them come through.
          Alert the interceptors.  Heh, heh,
          heh.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash and Dale gaze in awe out the main port at the starry
heavens.  Zarkov works the controls, glances at instrument panels.

                      DALE
          You've proved your point, Doctor.
          We've gotta turn back.

                      ZARKOV
          Sorry, can't.  We're locked in till
          we reach our destination.  Locked.

                      FLASH AND DALE
          Great...

Zarkov chuckles, returns to his instruments.  Flash and Dale
watch the incredible cosmic display outside.


EXT. SPACE/VORTEX

They hurtle toward a terrifying maelstrom of raw, cosmic power
that utterly dwarfs them.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Zarkov motions to a console, Flash gives him the skunk-eye.
Zarkov clasps his hands together, mimes pleading.  Flash looks
at Dale, she shrugs.  He reluctantly takes his place, Zarkov
shows him what to do.  Dale peers at a spectograph.

                      DALE
          These periodic readings are
          incredible!  I've never seen
          combinations like this.

She looks at Zarkov, intrigued.  He smiles.
 
                                                              19.

                      ZARKOV
          Perhaps the old man isn't such a
          total loony after all, eh?  Perhaps?

                      FLASH
          Jury's still out.  By the way, how
          do we land this crate?  I didn't
          see any skids, or wheels, or --

                      ZARKOV
          Once there, retros will slow us
          enough to glide into the atmosphere.
          Glide!

                      DALE
          Provided it has one.


                      ZARKOV
          Touché.  IF so, we deploy wing
          surfaces, stabilizers, ailerons.
          It'll be a bit rough...

                      FLASH
          Now he tells us.


EXT. SPACE/VORTEX

The rocketship stretches like rubber in the WORMHOLE.


INT. ZARKOV'S ROCKETSHIP - CABIN

They're distorted by the wormhole effect.

          DALE                             FLASH
  Whaaaaaaaaaattttt --             Jeeeeeesssssuuuuuusssss!

                      ZARKOV
          Holllddd onn!  Iiittt looksss
          liiike a trannnsss-warrrppp
          innnterrr-dimennnnsionnnalll
          worrmmmhollleee rifffttt --

                      FLASH
          Aaaaaa whaaaaaaaattttttt???

                      ZARKOV
          Traaapppdooorrr innn spaaceee!
          YAAAAAAAAA!
 
                                                              20.

EXT. SPACE/VORTEX

FWOOSH!  They're sucked through with a booming THUNDERCLAP!


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

They're stretched, distorted, overlapping images riffling into
and through themselves and each other.  Zarkov looks
exhilirated... Flash and Dale look terrified.  SOUND is eerie...
muffled... distorted.  Slowly, they sink to the deck.


EXT. SPACE

Zarkov's rocketship shoots out of the vortex toward the
mysterious dark planet.

The rocketship streaks past several different-sized moons.  It
GLOWS red-hot as it enters the upper atmosphere.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

They're out cold.  The planet's atmosphere SIZZLES outside the
ports.  The ship shudders -- shakes -- about to rip itself
asunder.  ALARMS shriek.

Flash groans, focuses.  Registers horror.

Through the forward view port, Mongo's surface hurtles toward
them.

Flash draaaags himself to the console, hits switches desperately.
He glances back.

Zarkov lies still, blood trickles from his large forehead.

Mongo swells through BLAZING HEAT DISTORTION.

Flash glances at Dale, out cold.  The ship shudders violently,
he pulls back on the levers.


EXT. MONGO'S SURFACE - DAY

The ship SCREAMS like a meteor above a fantastic landscape of
colorful mountains... exotic, extra-terrestrial flora...
sparkling crystal growths, strange, swirling multi-colored
cloud-shapes.
 
                                                              21.

INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash fights for control.  Slowly, the shuddering ship levels out.

                      FLASH
          That's... ungh... wings --
          where's -- the bloody...


EXT. MONGO - DAY

They hurtle toward the mountains.  Stubby wings slide out of the
fuselage -- WHINE -- and stick halfway.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash hangs on.  The ship shudders violently --

                      FLASH
          Dammit -- what -- oh, crap --

Muscles bulging, he gorillas the controls, grunting and straining
with effort.


EXT. MONGO - DAY

The rocketship barely clears jagged mountains... hurtles above
an incredible, futuristic city atop a mountain... speeds towards
an exotic desert valley.  Huge alien beasts look up curiously as
it SCREAMS past, glowing and smoking.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash struggles to level her out.

                      FLASH
          -- this -- is -- gonna -- HURT --

He glances apprehensively at Dale, leans into the stick with all
his strength.

                      FLASH
          Unnnnnghhhh... come -- ON --
          dammit --


EXT. MONGO - DAY

The rocketship skids across the sand -- throwing up huge gouts
everywhere.  Trees, bushes ignite in its wake, alien creatures
stampede out of its way.
 
                                                              22.

INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash fires the RETROS.  Consoles BLOW -- equipment EXPLODES --
BLASTS OF STEAM fill the cabin.  Zarkov's thrown across the
deck, a small console falls, pins him.


EXT. MONGO - DAY

They plow toward a cliff... slow... and finally stop, inches
from going over.  Sand's piled in a huge mound around the ship.


INT. ZARKOV'S ROCKETSHIP - MAIN CABIN

Flash collapses onto the console, shaking.  He goes to Dale,
kneels, gently shakes her.

                      FLASH
          Dale... Dale... C'mon, angel... Dale?

No response.  Worried, he picks her up, glances at Zarkov,
pinned beneath the sparking console, motionless.  Flash kicks
the partially-open hatch.


EXT. MONGO - DAY

Flash jumps down, Dale in his arms, looks around.  It's an
incredible world of fantastic forms, strange colors.  Several
MOONS hang in the sky, including a huge ringed one.  Flash
starts down a path in the valley wall.


EXT. VALLEY - DAY

Flash carries Dale toward the foothills.  Eerie CRIES fill the
air.


EXT. A ROCKY RIDGE - DAY

Flash starts across -- there's a ROAR!  He looks back --

A huge two-headed dragon-like creature rises into view.  It
ROARS, twin heads whipping around.  Flash shrinks back as its
faceted eyes find him.

                      FLASH
          I don't be -- hey!

He dodges a forked, serrated tongue, runs with Dale in his arms.
 
                                                              23.

                      FLASH
          Beat it, you overgrown salamander!

He slides down a loose, rocky slope.  The creature lumbers after
them, ROARING.  Flash sprints down the slope -- a snaking tongue
rasps across his shoulder.

                      FLASH
          Uhh --

He jumps a small ravine, sprawls in loose crystal shale.  The
beast looms above, ROARING.  Flash crouches over Dale
protectively, grabs a large crystal shard.

It lunges -- an ENERGY BEAM blasts it in the head!  It ROARS in
pain, and is BLASTED again.  It turns.  TWIN ENERGY BEAMS SIZZLE
between all four eyes!  With a horrifying ROAR, it CRASHES down,
shaking the earth, twin heads smoking.

Flash is stunned.  Dale stirs, opens her eyes.

                      DALE
          What... ohhhhhh...

                      FLASH
          It's okay, Dale, easy... we made
          it... sorta.

She looks around, gasps in wonder.

                      DALE
          We -- we're on -- oh!

She sees the dead Beast, shrinks back.

                      DALE
          What is THAT?!  No, don't tell me...

                      FLASH
          Shoulda brought a camera.

                      DALE
          And a sensible pair of shoes.
                (realizes)
          Zarkov?  Where's...

Flash shakes his head.  Dale shuts her eyes, leans against him.
There's an ominous SOUND -- they look up.

Six GOLD-ARMORED SOLDIERS in skull-helmets, aim strange-looking
weapons at them.

                      DALE
          Uh-oh...
 
                                                              24.

They get up slowly, Flash pulls Dale behind him protectively.

                      FLASH
          Uh... hi there, fellas.  What's --

                      DALE
          Oh -- careful, Flash.

He tentatively extends a hand.  Weapons snap up, power chambers
glow.  Dale pulls him back.

                      DALE
          We're definitely not in Kansas any
          more.

                      FLASH
          Look, fellas, we --

GENERAL KLYTUS, in dark cape, golden metal skull mask with amber
eyes, GROWLS in a strange language.

                      DALE
          O-o-o-kay...

                      FLASH
          I'm sorry, we don't --

Klytus gestures impatiently.  Soldiers grab Flash and Dale
roughly.

                      FLASH
          Hey -- get your --

He shoves them away -- and is ZAPPED with a blaster rifle.

                      FLASH
          Aaaaarrrrgh -- !

He falls to the ground, grimaces in pain, ENERGY CRACKLING
across his body.  Dale goes to help him, is repulsed by the
energy.  She glares at the Soldiers.

                      DALE
          Stop it, you bastards!  He didn't
          do anything to --

Klytus yanks her to her feet.  Two Soldiers pick Flash up
roughly, drag the prisoners toward a nearby rise.


EXT. PLATEAU - DAY

Dale gasps at a gleaming, mecha-esque rocketship, steam rising
from its exhaust ports.
 
                                                              25.

Klytus GROWLS in an electronically-amplified VOICE, gestures
toward the ship.  Dale moves forward, glances at Flash, half-
carried, half-dragged by two armored goons.

The hatch closes.  Engines WHINE.  The ship rises in a BLAST of
sand, pivots, zooms toward the horizon.


INT. SHIP'S BRIDGE

Dale tends Flash.  He smiles weakly, squeezes her hand
reassuringly.

                      FLASH
          That went well, wouldn't you say?

She returns the smile, scared, huddles against him.  Armed goons
guard them.


EXT. MONGO - DAY

The ship speeds through the mountains toward a futuristic city
on the horizon.


EXT. MINGO CITY - DAY

The ship streaks toward the city... a vast, breath-taking vision
of cloud-piercing spires... suspended highways... exotic
gardens... floating vehicles.


EXT. PALACE COURTYARD - DAY

Flash and Dale are impressed.  Armored Soldiers march toward
them, rifles held across their chests.

                      DALE
          Wow!  What a World's Fair this
          would make!

                      FLASH
          I've seen stuff like this in the
          funny papers, but...

Klytus gestures impatiently.  Flash gives him the skunk-eye.
They move toward the magnificent Palace.


INT. THRONE ROOM - DAY

Designed by Syd Mead, decorated by Ghengis Khan.  Barbaric
splendour meets high-tech futurism.
 
                                                              26.

Flash and Dale gasp at the human, quasi-human, and totally alien
LIFEFORMS.

Lizardmen.  Hawkmen.  Sharkmen.  Dwarves.  Giants.  Insectoids...
and dozens of things unclassifiable.  Everyone watches them
march toward an ornate dais decorated with fantastic beasts and
carvings.

                      FLASH
          Somebody's seen one DeMille to many.

                      DALE
          This is incredible!  What are all
          those...

                      FLASH
          My dad'd love this.

                      DALE
          They don't exactly look like
          they're bubbling over with
          happiness, do they?

                      FLASH
          I noticed.  You'd think with all
          this --

TRUMPETS.  DRUMS.  Exotic MUSIC.  All creatures bow respectfully
(and fearfully) as:

Bathed in dazzling radience -- attended by his extravagant
retinue -- MING THE MERCILESS -- imperious, satanic, haughty --
floats in on an ornate, hovering throne.

Flash and Dale exchange a look.  Soldiers shove them to their
knees.  Flash jumps up, ready to rumble, but Dale grabs his arm.

Klytus salutes, speaks to Ming in their language.  Ming eyes
Dale, gestures to a nearby floating metal globe.

It hovers above Flash and Dale, HUMS.  Dale clings apprehensively
to Flash -- the globe SHINES A SHIMMERING RAY on their heads,
they flinch.  Nothing seems to happen.

                      MING
          Welcome to Mongo.  We are the
          Emperor Ming.  Known as the
          Merciless to all who incur Our
          displeasure.

They're surprised to be able to understand.  Flash grins, starts
forward, hand extended.
 
                                                              27.

                      FLASH
          Well, that's more like it!  Flash
          Gordon, Your Majesty, from the
          planet Earth.  This is Dale Arden.

Dale curtseys self-consciously.  Ming looks her over with
obvious sexual interest.  Flash pulls Dale closer.

Standing beside Ming is a stunning, voluptuous, sensuous, red-
headed babe that exudes SEX through every pore.  PRINCESS AURA,
Ming's daughter.  Her violet eyes devour Flash.  He smiles back,
charming.  Annoyed, Dale pokes him.

In the crowd is a HOODED FIGURE in monkish robes.  He scowls.
Several similiarly-attired FIGURES stand with him.

                      DALE
          Your Majesty, you must do something.
          Our world is endangered by your --

                      MING
          Your pitiful planet is of no
          concern to Us.  You, on the other
          hand... you may approach the
          Imperial Presence.

                      FLASH
          Look here, buddy --

Ming's mildly annoyed.  Klytus rams a shock-staff into Flash's
back.  Flash cries out, falls to the floor.  Dale crouches
beside him, her eyes flash angrily at Ming.

                      DALE
          Way to go, "Your Highness"!  Is
          this how you treat all your guests?!

                      AURA
          What an obnoxious creature.  Let
          me --

She aims a device on her wrist gauntlet at Dale.  Ming waves her
aside.  He holds out a jeweled, long-nailed hand.  Dale looks at
him defiantly.

Klytus pulls her to her feet, drags her to the throne.  Flash
jumps up, but Soldiers grab him.  Ming takes Dale's hand, looks
her over appreciatively.

                      MING
          Such spirit!  The beauty of this
          female pleases Us.  We shall enjoy
          possessing her to the fullest!
 
                                                              28.

                      FLASH
          Get your crummy paws offa her, Ming!

Aura eyes Flash.  She starts to speak to Ming.

                      MING
          Dispose of this tiresome lout.

Flash drop-kicks Klytus, ju-jitsu flips his guards.  Soldiers
run toward him, ignite BLAZING energy swords.

                      DALE
          Flash -- !

She tries to pull free, but the guards hold her.  Aura glares at
her, annoyed.

Flash clobbers one Soldier, grabs his sword.  The Court watches,
impressed, as he expertly fights them with a combination of
fencing and Samurai moves.  Energy blades SPARK and SIZZLE.

Close to orgasm, Aura whispers to Ming.  He shakes his head,
glances at Dale.  She watches Flash anxiously.  Ming raises a
hand.  A melodic GONG sounds.

The air between Flash and his foes SHIMMERS, deflects their
blades.  The Soldiers disengage, bow to Ming, withdraw.  Dale
pulls free, runs to hug Flash.

                      MING
          Well fought, slave.  With a bit of
          training, perhaps We will spare
          your life to serve Us.

                      FLASH
          I'm no slave, Ming.  I'll meet
          you -- or any of your goons as a
          free man!

                      MING
          You dare suggest that you are OUR
          equal?!

                      FLASH
          You got it.

                      MING
          Bah!  To the Monkey Men with this
          oaf!

Soldiers grab Flash, take his sword.

                      DALE
          Flash!  OH -- let him go -- stop --
 
                                                              29.

They drag her away, march Flash to the center of the huge room.
Ming activates a jewel on one arm of his Throne.

Part of the floor descends into an arena pit.  At the far end
are three barred openings decorated with monstrous carvings.

                      KLYTUS
          There is your freedom, slave.
          Enjoy it... while you may.  Heh,
          heh, heh.

They rise from the arena.  Flash looks around apprehensively.

Aura sneers at Dale, who watches anxiously.

The Hooded Figure moves in closer to watch.

Flash wipes sweaty palms on his jodphurs.  Metal bars slowly
rise from the three openings... bestial, SNUFFLING SOUNDS come
out of the darkness... mis-shappen shadows appear on the stone
walls.  Flash crouches, wary.

Three RED MONKEY MEN -- feral, hideous -- leap into the arena --
inhuman faces twisted in savage snarls.  Long yellow fangs gleam.
They HOWL, SHRIEK, circle Flash.

Dale screams.  Aura shoots her an annoyed look, returns her
attention to Flash.

Flash circles warily as the growling, snarling beast-men move in.

                      FLASH
          Three against one... what a
          surprise...

They ROAR, attack!  Flash feints high -- scatters them with a
flying body block.  He rolls free of the tangled bodies, jumps
to his feet.

Dale struggles to break free.  Ming eyes her lecherously.

Flash flings Monkey Man 1 into #2.  #3 claws his chest savagely.

                      FLASH
          Uh -- !

He staggers back, they rush him, HOWLING for blood.  He punches
two of them away, kicks the third one in the face.

Ming arches an eyebrow.  Savage FIGHT SOUNDS continue.  He
motions, Klytus leans in, Ming whispers.  Dale sobs, looks away
from the horrible battle.
 
                                                              30.

Flash, shirt shredded, swings Monkey Man 1 by its ankles,
clubbing the other two away.  He lifts it over his head, hurls
it into them.

Flash cracks two hairy skulls together.  Elbows one in its
throat -- knees another in its face.  Both go down for the count.

Dale sighs with relief.  Aura's aroused.  Horrible FIGHT SOUNDS
continue.

Flash grapples the last one, his chest and arms clawed.  It
chokes him, he claps both hands hard over its ears.  It HOWLS --
Flash picks it up -- pile-drives it head first into the floor.
It goes limp.

Enthusiastic APPLAUSE dies as Ming scowls darkly.  Dale starts
forward, Soldiers grab her.  Aura descends into the arena.

                      MING
          Impressive.  You would do well to
          represent Us in the Tournament of
          Mongo.  Perhaps eventually win your
          freedom.  What say you, Outworlder?

                      FLASH
          Afraid to face me yourself?

                      MING
          Impudent buffoon!  You have sealed
          your fate!

He activates a crystal on his Throne's arm --

                      AURA
          NO!

She runs to Flash's side.  The floor irises open -- they plunge
through -- Aura SCREAMS!


INT. PIT

Flash and Aura plunge toward something huge, slimy, and horrible.
It BELLOWS hungrily -- a forest of TENTACLES lashes -- dozens of
EYESTALKS twist -- jagged JAWS gnash greedily!

Aura presses a jewel on her gauntlet -- a TRANSPARENT ENERGY
BUBBLE encloses them -- they stop falling, hovering in mid-air.

The Pit Creature WAILS, thrashes in frustration.  Pulpy tentacles
SNAP and writhe at them impotently.

Flash looks down, stunned, a protective arm around Aura's
luscious body as he gapes at the enclosing bubble.
 
                                                              31.

INT. THRONE ROOM - DAY

Dale starts forward.

                      DALE
          Flash -- !  Oh, let me go!  Flash --

The Guards restrain her.  Ming glowers at Klytus.

                      MING
          Aaarrgh!  Damned nuisance!

                      DALE
          Oh, God -- do something!  Hurry!

                      MING
          Princess Aura has gone too far this
          time!
                (sighs peevishly)
          See if there is anything left to
          save.

                      KLYTUS
          At once, Magnificence!

He salutes, exits with his shock troops.  Dale struggles against
her captors.  Ming sips from a jeweled golden goblet, eyes her
appreciatively.


INT. PIT

Flash and Aura look down through the energy bubble.

The Lovecraftian Horror HOWLS, slobbers, its pseudo-pods SNAP
and WHIP at them.  Chitinous bits of the raging creature detach,
scuttle and slip on the slimy walls.

Flash recoils.

                      FLASH
          What the hell is THAT?!

Aura presses several jewels on her high-tech gauntlet.  The
bubble drifts toward a wall.

                      FLASH
          Holy Mother of Stalin...!

                      AURA
          Don't be afraid, outworlder.

The bubble reaches the stone wall.
 
                                                              32.

                      FLASH
          Hey, I wasn't -- yow!

He gapes in astonishment as it SHIMMERS THROUGH THE WALL.


INT. TUNNEL - OTHER SIDE OF THE WALL

Flash reels, stunned as the bubble POPS.  Aura grabs his arm
urgently.

                      AURA
          Hurry!  If you are recaptured, it
          will mean your death!  Ming --

                      FLASH
          Wait, I can't leave Dale --

          AURA                             FLASH
  There is nothing you --          I've gotta try and --

                      AURA
          Don't be a fool!  What good will it
          do her if you are executed?  Oh,
          come, please!  Ming will not harm
          her.

Flash touches the solid stone wall behind them, doubtful.

                      FLASH
          You'll help her?

                      AURA
          Yes, yes... hurry!

She leads him deeper into the tunnel.  He looks back, loathe to
abandon Dale.


INT. PIT

Klytus, six Shock troops descend on antigravity hover-skiffs.
He looks down at the WAILING Horror, scans the area with a hand-
held unit.

                      KLYTUS
          Mmm.  I thought as much.  Search
          the catacombs.  Bring them back.

An INSECTOID MINI-HORROR crawls, CHITTERING, onto his arm.
Klytus crushes it in a gauntleted hand.
 
                                                              33.

                      KLYTUS
          And get a verminator unit down
          here...


INT. TUNNEL

It's a colorful underground chamber full of hanging stalactites
and jagged stalagmites.  Flash glances back as Aura hurries him
along.  She suddenly pulls him behind a carved column, a hand on
his lips.  Armored Shock Troops float past their hiding place on
hover-skiffs.

She slips her arms around Flash, snuggles close, looks into his
eyes.  He looks away with some difficulty, peers around the
corner.  She presses against him.

                      FLASH
          Uh... Now what?

She tenderly touches his chest wounds, he winces.

                      AURA
          Ahead in a secret cavern is my
          private rocket car.  You'll be safe
          there.  This way.

                      FLASH
          Wait, maybe we oughta --

She puts a hand gently on his lips.

                      AURA
          You must trust me, outworlder.  I
          am the only one who can help you.

Flash nods, she leads him OFF.


INT. ROCKET SLED MONORAIL - LATER

Aura climbs into the futuristic car.  Flash glances back as he
gets in.  The canopy slides shut, it zooms into the tunnel.


INT. THRONE ROOM - DAY

Ming sips from an ornate, jeweled golden goblet, attended by
luscious, scantily-clad alien wenches.

                      DALE
          Oh, what's happened to Flash?  You
          fiend!  If you've hurt him --
 
                                                              34.

Ming arches a satanic eyebrow at her, smirks.

                      MING
          Perishing in the Karkosian Pits
          would be merciful... compared to
          what We have planned for him.

                      DALE
          But why?  He hasn't --

                      MING
          He has defied Us!  No one may --

                      DALE
          He was only trying to save our --

                      MING
          Pfah!  Enough.  Come here, girl, We
          would gaze more fully upon thee.

                      DALE
          Oh, please, your majesty!  I beg
          you, save --

Ming gestures impatiently.  Guards bring Dale closer.  She
struggles.  Ming strokes her hair, caresses her cheek, eyes her
body.

                      MING
          Heh, heh, heh, heh.  Torak...

A large-headed scientist wearing MIND-CONTROL GOGGLES comes
forward, examines Dale with a strange device.  He shows the
results to Ming, who nods, pleased.

                      MING
          Hmmm.  Yesss.... Excellent genetic
          potential, for such a primitive
          world.  We shall mate with thee,
          Earthwoman, and send forth Our
          progeny to rule the Universe... in
          Our Name, of course.

                      DALE
          Not in this lifetime, buster!  Tell
          them to get their lousy --

She kicks the Guards in their armored shins, to no avail.  Ming
shines a pulsating, blood red beam from a ring on her.

                      DALE
          Oh!  Uh!  Ohhhhhh...
 
                                                              35.

She stops struggling, trembles.  Bathed in the glow, confused,
she moves slowly, sensuously, MOANING softly as Ming watches,
pleased.

                      DALE
          What... n-no... don't -- ohhhh!

Ming moves his other hand suggestively.  The SHIMMERING BEAM
becomes SEVERAL CRIMSON HANDS, caressing Dale's body lasciviously.
She shivers, her eyes roll back in pleasure.

                      DALE
          Oh!  Ohhhhh... godddddd...

Ming waves the Guards back.  Dale moves in the grip of the
beam's MANY HANDS, aroused.

                      MING
          Come, my dear... Let Us see truly
          what you are capable of, eh?  Heh,
          heh, hehhh.

The hands unbutton her blouse.  She gives Ming a hot, sultry
look, undulates wantonly.  Her hips, breasts, legs, lips are
stroked.

Ming smiles wolfishly, extends a hand.  Dale's drawn to him
helplessly.  The HANDS move over her body.

                      MING
          Ahhh, most promising.  Heh, heh,
          hehhhhh...

Dale drapes herself on Ming's lap.  He fondles her as she kisses
him sensuously.

                      MING
          Excellent!  Excellent...

The ray intensifies... Ming's hands join the ENERGY ONES.  Dale
MOANS softly, leans back, trembling, breathing heavily, aroused
to the max.

                      MING
          Such response!  Not even the
          Princess Aura --

ZOGI, the ancient High Priest limps forward, looks disapprovingly
at Dale.

                      ZOGI
          Your Majesty...
 
                                                              36.

Ming shoots him an annoyed look, returns his attention to Dale.
She helplessly slips her blouse off.  Her eyes show that she's
fighting this.

                      ZOGI
          Your Majesty, may, of course, do as
          he will with this... creature.
          But, should we not consult the
          Oracle of Dy-Zan regarding --

                      MING
          Later, Zogi.  We are busy.

                      ZOGI
          But if the Gods do not --

                      MING
          Silence!  Not even the High Priest
          of Dy-Zan may presume upon the
          Imperial will!

Zogi bows, withdraws.  Ming caresses Dale's quivering body, his
eyes gleaming with lust.

                      MING
          None may deny Us Our Imperial
          pleasure!

He throws his head back, gives vent to a diabolical laugh.  Dale
shudders, leans back as he caresses her body.

Unnoticed, Barin and his hooded accomplices slip out of the
throne room.


EXT. MING'S PALACE - DAY

Ming's lecherous LAUGHTER echoes across the courtyard.


INT. THRONE ROOM - DAY

Dale and Ming embrace, bathed in the Passion Ray.  Ming turns
the ray off.  Dale's eyes clear.  Horrified, she jumps off his
lap, swoons against her Guards, confused.

                      DALE
          What -- oh, god... what did you...

Dale looks frightened as Ming leers at her.

                      MING
          Remove the Earth woman.  Prepare
          her... for Our pleasure!
 
                                                              37.

Dazed, Dale's carried out by Imperial Guards.


INT. SECRET CAVERN HANGAR

The rocket-sled slows to a stop.  The canopy slides back, Aura
and Flash climb out, into a large cavern containing several
small, sleek rocket cars.  Aura opens a hatch on one.

                      AURA
          Wait for me here.  When 'tis safe,
          I will return for thee.

Flash looks into her dazzling eyes.  She holds his hands against
her mouth, kisses them softly.

                      FLASH
          I still don't like running away --
          say, listen, I... I guess I haven't
          said thanks.  What's your name?

                      AURA
          I am Princess Aura, daughter of
          Ming the Merciless.

                      FLASH
          That son-of-a-bitch is your father?!

                      AURA
                (confused)
          Son of what?

                      FLASH
          Never mind.  You've got my sympathy,
          kid.  You'll get word to Dale?

She slips her arms around him, looks into his eyes.

                      AURA
          Trust me, Flash Gordon.

She pulls his head down, kisses him sensuously.  He breaks the
kiss reluctantly, shakes his head, obviously affected by it.
She wraps herself around him, sighs.  It takes Flash a moment to
pull himself together.

                      FLASH
          Uh... wow... you... be careful, huh?

He climbs into the ship, her hand trails along his body.  The
hatch closes, she smiles.
 
                                                              38.

                      AURA
          Yes... I will take care of your
          Earth wench!


INT. PALACE CORRIDOR - DAY

Armed LIZARDMEN escort Dale to a chamber.  Outside, two chained,
INSECTOID WATCHDOGS GROWL and snap at them.  One of the Lizardmen
strikes them with his energy spear.  They recede, GROWLING and
BUZZING.  Eyes wide, Dale edges past, into the room.


INT. HAREM CHAMBER - DAY

Dale glares defiantly at the Lizardmen.

                      DALE
          You won't get away with this!  I'm
          an American citizen!

They HISS, flick their tongues, roll their eyes.

                      DALE
          Oh, God... stupid bug-eating nitwits.

She looks around the opulent chamber.  Runs to a window.  She
opens the lattice, starts out onto the terrace -- ZAP!

                      DALE
          Ohh -- !

She jumps back.  The Guards HISS with amusement.  Dale tosses a
nearby pillow -- it rebounds off a SHIMMERING FORCE-FIELD.

                      DALE
          Great... can this get any worse?

On cue, the door slides open, Zogi limps in.  Dale eyes him
warily as he approaches her.

                      ZOGI
          Come, child, I haven't all day.
          Let us have a look at --

She slaps his hands away, shoves him back.  The Guards HISS,
amused.

                      DALE
          Don't touch me, you lecherous old
          goat!
 
                                                              39.

                      ZOGI
          By Issus!  The Emperor will have
          his hands full taming thee.

                      DALE
          In a friggin' pig's eye, buster!

Zogi looks at her, confused.

                      ZOGI
          I beg your pardon?

                      DALE
          Tell that arrogant bastard I'm not
          interested.

                      ZOGI
          Hmn.  I fear it will make no
          difference.

                      DALE
          We'll see.

He studies her a moment.

                      ZOGI
          Tell me, are all Earth women like
          thee?

                      DALE
          Wouldn't you like to know.

                      ZOGI
          It must be a formidable planet,
          indeed.

                      DALE
          What the Hell is that supposed to
          mean?

                      ZOGI
          Some refreshment?  A pleasure
          potion, perhaps?  It will make
          things... easier.

He pours sparkling amber liquid from an ornate decanter into a
jeweled goblet, offers it.  Dale folds her arms, glares at him.
Zogi shrugs.

                      ZOGI
          As you wish, Highness.  Do you
          require anything else?
 
                                                              40.

                      DALE
          Thanks, I won't be here long.

                      ZOGI
          I fear you do not fully comprehend
          your situation --

                      DALE
          That I've been taken prisoner
          against my will?

                      ZOGI
          Tut.  You are to become
          Empress/Consort in the greatest
          Empire that has ever existed, the --

                      DALE
          Whoopee.  I'll pass, thank you.

Surprised, he chuckles, signals three HANDMAIDS forward.  Each
holds exquisite, provocative Mongo gowns.  Dale glances at them.

                      DALE
          Right.  I'm gonna let that
          lecherous -- see me in something
          that skimpy?  I don't think so.

                      ZOGI
          If you would prefer to be unclothed,
          that will be acceptable as --

Dale snatches one, stalks off, accompanied by the handmaids.
Zogi watches her exit into the adjoining chamber, impressed by
her show of spirit.  He jerks his head toward the door, the
lizardmen slither out.


INT. THRONE ROOM - DAY

Klytus, six Shocktroops lead Aura in, her head high, haughty,
defiant.  Ming glowers.  She meets his stare.

                      MING
          Impudent whelp!  You slink back
          here after defying Our will, do you?
          Better to have perished in the pits.
          Perhaps a neural flogging --

          AURA                             MING
  You were going to kill --        Silence!  We have been far too
                                   indulgent with Thee.  Where is
                                   the Earthman?
 
                                                              41.

                      AURA
          Dead.

Ming narrows his eyes, she shrugs.

                      MING
          A lie, no doubt.  You are as
          headstrong as your mother, and will
          no doubt come to the same unpleasant
          end.  No matter.  It simply means
          there will be none with whom to
          share your punishment.

Aura looks up, surprised, dismayed.

                      MING
          Not even the Imperial Offspring may
          trifle with the will of Ming.
          General Klytus!

Klytus steps forward, salutes.

                      MING
          The Princess seems dissatisfied
          with her lot here.

Aura looks at him warily.

                      MING
          Perhaps a change of venue is in
          order.  Ah, I have it -- a year's
          sojurn in the Kingdom of the
          Warrior Women?  Heh, heh, heh, heh,
          hehhhh.

                      AURA
          No -- you can't --

                      MING
          Conditions are somewhat harsh...
          but they will appreciate your...
          resilience.

Klytus bows, grabs Aura, leads her away.  She struggles, unable
to believe it.

                      AURA
          Father -- !

Ming ignores her as they exit.  Zogi limps up, bows.

                      ZOGI
          Is that not rather harsh, Sire?
          She is strong-willed, but --
 
                                                              42.

                      MING
          She will be more tractable when
          they have done with her.  What of
          the Earth woman?

                      ZOGI
          She seems... reluctant, Sire.

                      MING
          That is unimportant.  The Ceremony
          will commence at the Seventh Hour
          of Dy-Zan. All creatures are hereby
          ordered to make merry, under pain
          of death.

                      ZOGI
          As you wish, Sire.  Shall I use the
          dehumanizer?  Permanent will
          deletion?  Program her for mindless
          submisiveness?

Ming considers this.

                      MING
          Perhaps later... should she grow
          tiresome.  For now... I should
          think, maximum arousal.  Full
          variety of techniques, no
          inhibitions, et cetera, et cetera,
          et cetera...

Zogi bows, limps away.  Ming samples various fruits, drinks,
etc., served by his barely-dressed PALACE WENCHES.

                      MING
          Heh, heh, heh!


INT. CAVERN HANGER - DAY

Aura's rocket car's parked by the entrance.  A manta-like
Creature sails past outside, CRIES shrilly.


INT. ROCKET CAR CABIN

Flash, in a Mongo uniform, checks his reflection.

                      FLASH
          Couldn't wear it to the office, but
          otherwise not too shabby.

He settles into the pilot's seat, looks troubled.
 
                                                              43.

                      FLASH
          Thanks, Zarkov.  Thanks a whole
          lot...

He shakes it off, turns to the control panel.

                      FLASH
          Get it together, kid.  So...
          what've we got here...

He explores the controls.

                      FLASH
          Seems easy enough.  Uh, throttle...
          lifters... cruise --


INT. CAVERN HANGAR

The rocket car smacks into the rocky ceiling.


INT. ROCKET CAR CABIN

Jolted by the impact, Flash eases it back down, lands with a
THUNK!

                      FLASH
          Uh -- oops.  Okay... that's lift.

He carefully tries more controls.   Suddenly, he's startled by a
disembodied VOICE:

                      NARXIS SEVEN
          Do you require assistance?

                      FLASH
          Whuh -- who said that?

He looks around.

                      NARXIS SEVEN
          Your identi-profile does not match
          that of Princess Aura, and your
          operational skills are obviously
          undeveloped.  If you wish --

Flash jumps to his feet, wary.

                      FLASH
          Okay, pal, where are you?  Come out
          where I can see you.
 
                                                              44.

                      NARXIS SEVEN
          Very well.

Flash jumps as A HOLO-DISPLAY appears above the dash -- the HEAD
of a blue-skinned CYBORG, neither male nor female, with large
eyes.

                      FLASH
          Holy... who -- who the hell are you?

                      NARXIS SEVEN
          I am Narxis Seven, cybernetic
          interface system for this vehicle.
          How may I assist you?

                      FLASH
          Cybernetic... You mean you're... a
          robot?

                      NARXIS SEVEN
          Hardly.

                      FLASH
          Sorry, didn't mean to insult you,
          pal.  Uh, did I understand you know
          how to operate this bucket?

                      NARXIS SEVEN
          That is correct.  Do you wish to
          utilize me for Imperial business,
          or pleasure?

Flash sits back down in the pilot's chair.

                      FLASH
          Uh, why don't we see where we are,
          first, okay?

Narxis Seven is replaced by a VIEW of the landscape outside.

                      FLASH
          Whoa.  That's interest --

He puts a hand through it, reacts, startled.

                      FLASH
          How can you do that?

                      NARXIS SEVEN
          Beg pardon?
 
                                                              45.

                      FLASH
          Uh, never mind.  Just don't blow up
          on me, okay?  Could we take a look
          around, do you think?

The HOLOGRAPHIC VIEW shows fearsome BAT-THINGS soaring above a
steaming rainforest.  This MORPHS into a VIEW of several Moons,
some no larger than asteroids.  Huge space tankers move between
them.

                      FLASH
          Wow... now I know what to get Dad
          for Christmas...

A VIEW of a frozen arctic wilderness.  Huge, white-furred
PONGAR, a mottled horn on their snouts, stalk across the snow.

                      FLASH
          Whoa.  Skiing with a handicap.

Then a VIEW of Ming's Place.

                      FLASH
          Wait -- stop!  Here -- stop here!
          That's what I'm looking for.

                      NARXIS SEVEN
          The Imperial Palace, home of
          Emperor Ming the Merciless...
          undisputed ruler of the universe.

                      FLASH
          I've got a couple disputes with 'im.
          I need to go there... preferably
          through the back door, okay?

                      NARXIS SEVEN
          Understood.  Would you like to
          utilize one of the Princess Aura's
          secret entrances?

A flashing link appears between their position and the Palace.
Flash smiles.  Suddenly, a bright EXPLOSION lights the sky above
the city.  Flash sits up, startled.

                      FLASH
          What the -- what's going on?!

                      NARXIS SEVEN
          The Imperial Palace is under attack
          by the ships of Argentia.

Hologram gyroships strafe the Palace with ENERGY TORPEDOS.
EXPLOSIONS flare against the lightning shields.
 
                                                              46.

                      FLASH
          Hey!  Cut it out, dammit!  Dale's
          in there!  Hey!  Hey!


INT. MINISTRY OF ARMS - DEFENSE CONTROL ROOM - DAY

Klytus faces a HOLOGRAM of MING'S HEAD.  Pale-skinned, worm-like
TECHS in bulky mind-control goggles man the consoles.  Huge
HOLOSCREENS show a dozen attacking gyroships.

                      MING
          What is the meaning of this!?

                      KLYTUS
          It's the Lion Men again, Sire.

                      MING
          Bah!  We have suffered enough of
          their insolence.  Destroy them!

Klytus turns to comply.

                      MING
          Wait!  Capture Prince Thun alive
          for extensive torture and public
          execution.  A lesson must be made!

Klytus salutes, Ming's HOLOGRAM dissolves.  ALARMS sound.


INT. ROCKET CAR CABIN

Flash nervously watches the hologram.

                      FLASH
          ... this just gets better and
          better.  Hey, let's go, huh?  Get
          us out there, now!


EXT. CAVERN HANGER

The rocket car's ion engines ROAR to life.


INT. ROCKET CAR CABIN

Flash works the alien controls.  Outside the ports, the cavern
walls move past.

                      NARXIS SEVEN
          Perhaps if you allow me...
 
                                                              47.

                      FLASH
          Fine, whatever -- just do it!


EXT. CAVERN HANGAR - DAY

The rocket car BLASTS out and shoots into the sky.


EXT. MINGO CITY - DAY

Gyroships painted to resemble fierce predators swoop, dive,
firing weapons.  EXPLOSIONS flash against the city's lightning
shields.  The City's ion cannons fire plasma BURSTS.  A gyroship
EXPLODES.


INT. ROCKET CAR CABIN

Flash scans the strange control board.

                      FLASH
          Weapons... weapons -- could we get
          some armament here?

                      NARXIS SEVEN
          This vessel is not equipped for
          heavy combat.  Our only armament
          is --

Flash sees a rocky rise loom in front of them.

                      FLASH
          Whoa -- !  Look out -- !!!


EXT. MOUNTAIN RANGE - DAY

The rocket car barely clears a jagged peak, hurtles toward the
city's force-field.


INT. ROCKET CAR CABIN

Mingo City hurtles toward them.  Flash looks grim.

                      FLASH
          You're sure you know how to fly
          this thing?

                      NARXIS SEVEN
          You were distracting me.  I can't --

An IMPACT jolts the rocketcar violently!
 
                                                              48.

                      FLASH
          Uh!  Watch out for those beams!


EXT. MINGO CITY - DAY

Six war rockets blast through shield openings, weapons blazing.
The sky's full of swooping ships, deadly energy blasts!  Two
gyroships EXPLODE!


INT. ROCKET CAR CABIN

                      FLASH
          What are you doing?!

He holds on, rocked violently by a near miss.  The cabin's lit
by OS EXPLOSIONS.


EXT. MINGO CITY STREET - DAY

Excited crowds watch the battle rage beyond the shields.  Flash's
rocket car streaks up -- flips, rolls erratically -- as energy
blasts EXPLODE around it.


INT. WAR ROCKET AJAX BRIDGE

Klytus studies a holo-display.

                      KLYTUS
          Close ranks.  Lock all weapons.


EXT. MINGO CITY - DAY

The rocket car takes a glancing hit, spins off, RAMS into a
gyroship.


INT. ROCKET CAR CABIN

Flash's jolted by the impact.  Consoles, panels short, spark.
ALARMS go off.  Narxis sputters out of existence.

                      FLASH
          Damn!  Narxis... Narxis -- are you
          still -- Uh-oh...

He wrestles the controls.

                      FLASH
          Not good -- this is not good --
 
                                                              49.

INT. WAR ROCKET AJAX BRIDGE

Klytus watches the hologram.

                      KLYTUS
          Who is that?

                      PILOT
          Can't read his transponder code
          sir, but it looks like he's taken
          out the leader.  Shall we --

Both holo-ships plunge from the sky.

                      KLYTUS
          Hmn.  See that he gets a posthumous
          commendation.  Parade, or something.


EXT. SKY - DAY

Rocket car and gyroship hurtle toward the ground, as the battle
rages above.


INT. ROCKET CAR CABIN

Flash battles the controls as he spirals down.  Smoke fills the
cockpit, panels short.

                      FLASH
          Great!  Where's the brakes on
          this --


INT. WAR ROCKET AJAX BRIDGE

Klytus peers into a targeting scope.  IMPACTS buffet the ship.

                      KLYTUS
          All weapons locked... FIRE!


EXT. MINGO CITY - DAY

Two gyroships are BLASTED to scrap-metal!  The survivors swoop
around, haul ass out of there.

The rocketcar and gyroship slam into the trees.

Gyroships flee, pursued by Ming's war rockets.
 
                                                              50.

INT. WAR ROCKET AJAX BRIDGE

Klytus reports to a HOLOGRAM of Ming's head.

                      KLYTUS
          Thun's ship has fallen, Sire.
          Shall we retrieve the body?

                      MING
          Pity.  No.  After Our wedding,
          dispatch a squadron to blast his
          kingdom into rubble.  That will
          have to do.

His IMAGE fades as Klytus salutes.


EXT. MINGO CITY - DAY

War rockets swoop through openings in the lightning shield.


INT. HAREM CHAMBER - DAY

Dale's dressed like a Frazetta heroine, tended by giggling
SLAVES.  She tries to stop them from preparing her.  Zogi limps
in with two LIZARDMEN, the slaves scurry out.

                      DALE
          Thank God.  They were driving me --
          What do you want?

                      ZOGI
          Time draws nigh for the great --

Dale gets up, moves away.

                      DALE
          Save it, huh?  When do I get out of
          here?

                      ZOGI
          You have the freedom of the palace,
          Your High --

                      DALE
          I'm not your damn Highness, buddy,
          you got it?!  Where's Flash?  Have
          they found --

                      ZOGI
          Oh, dear, then you haven't heard?
 
                                                              51.

                      DALE
          Heard... what?

                      ZOGI
          Your companion was killed attempting
          to escape.

Dale sobs, drops onto a floating bed.  Zogi watches curiously.

                      ZOGI
          Come, come, child, why take on so?
          In a few hours --

Dale hurls a pillow at him.

                      DALE
          Get lost, willya?!  Leave me alone...

She sobs into a pillow.  Zogi shakes his head, nods to the
Lizardmen.  They pick Dale up, she struggles.

                      DALE
          What -- cut it out, dammit!  Let me
          go!!!  LET -- ME --

                      ZOGI
          Come, come, my girl.  I have just
          the thing to help you forget.

As they carry her out, Dale struggles violently.

                      DALE
          I -- don't -- WANT to forget!  Get
          your crummy hands -- claws --
          whatever --

They carry her out, the door slides shut.


EXT. VALLEY OF THE DAMNED - DAY

Rocket car and gyroship lie wrecked on the cracked, steaming
ground in the middle of a sprawling hellscape.  Strange, keening
WAILS fill the air.

Flash tumbles out the hatch, bleeding from a gash on his forehead.
He hits the ground, rolls clear, gasping.

                      FLASH
          Uh -- so much for autopilot...

A huge SHADOW falls across him -- he looks up at:
 
                                                              52.

THUN -- a powerful, snarling Lion Man -- his long mane decorated
with several slender braids, towers over him, holding a serrated
sword.  He ROARS savagely.

                      FLASH
          SHIT!

He rolls aside -- the blade slices into the ground!  Thun
wrenches it out -- Flash kips up into his face, staggering him
back.

                      FLASH
          Hold on, pal, we --

Thun ROARS.  Flash dodges a savage swipe, tackles him.  They
wrestle for the sword.  Thun RAMS a powerful knee into Flash's
midsection.

                      FLASH
          Uhn -- !

Thun picks him up, hurls him through the air with a savage ROAR.
Flash rebounds off a boulder.

                      FLASH
          Uh --

Dazed, he barely avoids Thun's sword.  They wrestle back and
forth.  Long, sharp fangs snap inches from Flash's head.

A BLASTER RIFLE'S SIGHTS

frame them as they storm around on the ground.

BACK TO SCENE

Thun swats Flash across the clearing, leaps -- Flash catches him
on his feet -- stomach-throws him head first into the side of
his ship!

                      THUN
          Ungh!

He slumps to the ground, dazed.

THE RIFLE SIGHTS

lock on Flash.  In the VIEWFINDER alien numbers scroll.

BACK TO SCENE

Flash faces Thun, panting, Thun's sword in hand.  Thun glares,
exposes his throat.
 
                                                              53.

                      THUN
          What're you waiting for?

Flash slowly rises, backs up, tosses the sword away.  Thun gets
to his feet, wary, but surprised.

                      THUN
          I will not be taken as Ming's
          prisoner.

                      FLASH
          Good for you, buddy.  I feel the
          same way.
                (cautiously extends
                a hand)
          Name's Flash Gordon, from Earth.
          Tell ya what, you don't try to kill
          me, I won't try to kill you, okay?

Thun looks warily at Flash.  He clasps Thun's paw, shows him how
to shake hands.  Thun looks puzzled, returns the handshake.  He
peers closely at Flash.

                      THUN
          I do not know this Earth kingdom.
          You act honorably, but you wear the
          Imperial rags.

                      FLASH
          Yeah, well, times bein' what they
          are, I couldn't be too choosy.  I
          saw you attack the Palace --

                      THUN
          Yes!  The Emperor is our enemy.  We
          will destroy him like the dog he is.

                      FLASH
          I hear ya, but a friend of mine's
          prisoner in there, and I can't let
          ya blow her to pieces.

                      THUN
          You are Ming's enemy?

                      FLASH
          Yeah, it looks that way.

Thun claps a heavy paw on Flash's shoulder.  Flash winces.

                      THUN

          Then, Flash Gordon of Earth, I join
          my blade with yours.  I am Thun,
          Prince of Argentia.
 
                                                              54.

                      FLASH
          I appreciate that, Thun.  Uh, you
          wouldn't happen to know how to get
          back in there, would ya?

                      THUN
          Madness.  Our best course is escape
          to my kingdom.

                      FLASH
          Go ahead.  I've got some rescuing
          to do.

                      THUN
          Madness...

The figure on the ridge watches them move off.


EXT. FOOTHILLS - DAY

Flash and Thun cross a ravaged alien landscape.  Strange CRIES,
eerie HOWLS fill the air.  Flash shudders.

                      THUN
          A remarkable tale, Flash.  But I've
          lived long enough to know that
          anything's possible.

                      FLASH
          Then why doesn't everyone band
          together and oust Ming?

                      THUN
          He keeps us at each other's throats.
          His provocateurs are everywhere.

                      FLASH
          Typical tin-pot dictator.  Well,
          maybe we can --

A nerve-shattering HOWL stops them in their tracks!

                      FLASH
          Uh-oh...

Six scaly SCORPIODS perch on a low bluff overlooking the trail.
Faceted eyes blaze... powerful segmented bodies brace to spring...
rows of needle-sharp teeth bare... dark venom drips from their
distended jaws.

                      THUN
          Scorpiods!  Run -- I will hold them.
 
                                                              55.

Flash crouches beside him.

                      FLASH
          Thanks, but friends don't run out
          on each other.

Thun smiles, gives Flash his dagger and pistol.

                      FLASH
          That only leaves you with a sword.

                      THUN
          Got to give 'em some kind of
          chance...

The Scorpiods HOWL, leap --

Thun BELLOWS -- cuts one out of mid-air in a spray of black
fluid.  Flash BLASTS one -- another lands hard on his chest --
his blaster goes flying.

                      FLASH
          Uhn -- !

Claws and mandibles slash and tear at him.  It ROARS and HISSES
horribly as they fight.

Thun cuts one of the hideous monsters in half, stomps on
another's spiny head, rends it with slashing claws.

One leaps on him from behind, and sinks its fangs into his leg.
Thun ROARS in pain.  He lifts it by its armored tail, SMASHES it
against a rock wall in an explosion of innards.

Flash forces the beast's slavering jaws back, rams the knife
between its throat plates.  With a horrible RATTLE it falls
back, dead.  Flash and Thun get shakily to their feet.  Flash's
shirt is shredded.

                      FLASH
          Jeez -- anybody ever die of old age
          around here?
                (off Thun's wound)
          Ooooh, that's gotta hurt.

                      THUN
          Uhn... not bad... for a furless
          midget.

                      FLASH
          C'mon, let's take care of that
          before it gets infected.

He helps Thun toward a rocky outcrop.
 
                                                              56.

Above, behind a cluster of dark purple crystals, a HOODED FIGURE
in monk's robes watches, blaster rifle in hand.


EXT. MINGO CITY - DAY

Patrol ships zoom through the skies.


EXT. LANDING PLATFORM - DAY

Klytus escorts Aura to a shuttle on the skypad as several ships
zoom past overhead.  A Soldier salutes.

                      KLYTUS
          She's to be taken to Queen Amazora's
          kingdom.

The young Soldier looks sympathetic.  Aura returns his look
haughtily.

                      KLYTUS
          A word of advice: do try to behave
          yourself, Princess.  I may be able
          to --

                      AURA
          Spare me your obsequious prattle,
          bootlicker.

                      KLYTUS
          If you entertain any hope of the
          Emperor having a change of heart --

                      AURA
          He'd have to acquire one first.

Klytus shrugs, turns to the Soldiers.

                      KLYTUS
          Call for shield deactivation when
          you are ready to depart.  Have a
          good trip, Princess.  See you in a
          year.

They salute, he exits.  The Pilot reaches for Aura's arm, she
pulls away.  Head held high, she moves up the ramp.


INT. SHUTTLE - DAY

Aura hugs herself, shivers slightly.
 
                                                              57.

                      AURA
          Must the environmental control
          fields be set so low?

                      PILOT
          Sorry, Princess.

He turns to the control panel.  Aura slips a small, lethal-
looking device out of her gown, jams it against the base of his
neck.


                      PILOT
          Aaaaaagh!

Blue-white energy CRACKLES around his head.  Spasming, he falls
to the deck.  Aura takes his sidearm, enters the cabin.


INT. CONTROL PLATFORM - DAY

Klytus waits with the Techs and his shock troops.  From the
intercom:

                      MALE VOICE
          Shuttle theta seven one ready for
          departure.  Request shield
          deactivation, and initial flight
          path confirmation.  Over.

Klytus pauses a moment, nods.  A tech works the power grid.


EXT. MINGO CITY - DAY

The shuttle rockets through a square opening in the shield.


INT. SHUTTLE COCKPIT - DAY

Aura's at the controls.  A small device with flashing lights is
around her throat.

                      AURA
                (male voice)
          ... Shuttle is clear, and on course.
          You may reactivate.

She smiles, takes the device off, tosses it away.  She opens the
throttle.


EXT. MINGO CITY - DAY

The shuttle zooms toward a nearby valley.
 
                                                              58.

EXT. CAVERN - DAY

Flash and Thun pause at the base of a towering blue cliff, its
summit veiled in clouds.  A cavern opening yawns before them.
Flash peers in.

                      THUN
          These passages lead to catacombs
          beneath the City, but they are not
          empty.

                      FLASH
          Can we get into the palace?

                      THUN
          Mmmm.  If we get unlucky.  Come.

They slip in.


INT. CAVERN

Flash and Thun creep around a corner, duck back quickly.

Hideous, slithering BEASTS prowl the tunnel.  Heaps of human
bones lie strewn everywhere.

Flash raises an eyebrow, Thun shrugs, they dash out from cover.
Thun slashes with his sword, ROARS -- Flash BLASTS with his
pistol, stabs with the knife.

The tunnel's filled with thrashing bodies, DEAFENING ROARS.


INT. CONDITIONING CHAMBER - DAY

Dale, her hair loose, squirms, locked into an exotic device,
surrounded by sinister, lurid-looking implements.  Zogi limps
over, troubled.

                      DALE
          Don't you people have anything
          better to do with your lives?

                      ZOGI
          We do what we must, Dale Arden.

He adjusts the evil-looking devices near her.

                      ZOGI
          Though I admit... the portents of
          this union trouble me greatly.
 
                                                              59.

                      DALE
          That makes two of us!  What say we
          call the whole thing off?

Surprised, Zogi chuckles, pats her shoulder.

                      ZOGI
          The Emperor considers himself above
          even the dictates of the Gods.  One
          day...

Dale struggles in vain, shoots Zogi a pleading look.

                      ZOGI
          This won't hurt.  In fact, I am
          told you will find it rather...
          stimulating!

He pats her arm reassuringly, limps to the main control station.
Dale struggles, looks around desperately.  Zogi activates the
machine.

                      DALE
          C'mon, Zogi, can't we talk this
          over?  I won't tell if you won't.
          Scout's honor.

Huge coils pulse and glow around the room.  Energy CRACKLES up
and down futuristic relays.  A large glass and metal NEEDLE
lowers slowly toward Dale's forehead.  She stares up at it in
alarm.

                      DALE
          Shoot... this is your last chance --
          don't make me come over there...

Zogi pushes a button.  Dale's body arches as the needle fires
pulsing globes of light at her forehead.  She trembles
helplessly, cries out.  Zogi watches sadly, adjusts the frequency
higher.

                      ZOGI
          That's it, my dear... relax, and
          enjoy yourself.  It won't take long.

He adjusts several dials, a LOUD WHINE fills the room.  Erotic
HOLOGRAMS assault Dale -- images of her and Ming coupling
passionately.  She moans, turns away.

                      DALE
          Ohhhh -- uh -- oh!  No -- let me --
          ohhhhhhh!
 
                                                              60.

Zogi dials the intensity up -- Dale's body arches -- then she
slumps helplessly.  Her eyes glaze, her bosom heaves.  She moves
weakly, moaning.  Zogi looks away, disturbed.


INT. TUNNEL OF TERROR

ROARS echo through the catacombs.  Flash and Thun appear around
a corner, panting, disheveled, bloody.  A GROWLING, multi-legged
THING scuttles after them.  Flash BLASTS it to bits.

They pause to catch their breath.

                      THUN
          ... told you... it would not be
          easy...

                      FLASH
          Just for the record... I didn't
          doubt it for a moment...

Nearby, an ornate stone stairway winds up into mist.

                      FLASH
          Any more surprises?

                      THUN
          Don't know.  No one ever made it
          out of here alive to tell.

                      FLASH
          Look, it's not too late for you to
          go back.

                      THUN
          Hunh.  Where's the sport in that?

                      FLASH
                (grins)
          Come on.

They climb stone stairs along one side of a seemingly endless
chasm.  Huge webs span it at irregular intervals.


INT. HALL OF BINDING - NIGHT

A splendid, barbaric ceremony's in full swing: ancient Babylon
meets Star Wars.  A huge, otherworldly sphinx crouches over the
Altar, flanked by smaller icons of equally fantastic creatures.

Colored incense smoke rises toward the stars, which are visible
through a faceted skydome.  Almost-naked DANCING GIRLS sway and
writhe sinuously as Ming's entourage approaches.
 
                                                              61.

Dale and Zogi wait before the Altar, as Ming joins them.  She
looks dazed, horny.  Zogi steps toward Ming.

                      ZOGI
          Your Majesty...

Ming takes Dale's hand, leads her toward the Altar.

                      DALE
          What... where... ohhh...

Ming kisses her hand, his eyes gleaming.

                      MING
          Here open the Gates Of Heaven.

                      ZOGI
          Sire... the Sacred Oracle.  There
          are grave portents --

                      MING
          Rrrrr!  Cease your pathetic
          sniveling!  Not even the Gods may
          dictate to Ming.

Zogi subsides reluctantly.  Ming leads Dale to the Altar.
Voluptuous dancers writhe and sway sensuously around them in
wild abandon.  Dale watches through dazed eyes, breathing heavily.

                      DALE
          No... what... ohhhh...

                      MING
          'Tis but the fulfillment of thy
          destiny, my dear.  Thou shalt be a
          vessel for Our Imperial enjoyment!

Dale swoons.  Ming holds her up.

                      MING
          Ahhhh... overcome with anticipation.
          Do not worry... We will be gentle...
          should it suit Us.

He presses her against his body.  His eyes, long-nailed hands
move slowly over her succulent flesh.

                      DALE
          Ohhhhh... uhhhhh...

She succumbs, trembling.  Ming lasciviously kisses her neck,
shoulders, breasts.  He looks up, his eyes blazing.
 
                                                              62.

                      MING
          Let the consummation... commence!

Dancing and MUSIC swell in relentless, pagan intensity.


INT. CAVERN HANGAR - NIGHT

Aura's shuttle touches down in a BLAST of retros.

The hatch swings open, Aura looks out, sees that her rocket
car's gone.

                      AURA
          Aughhhh... Flash, you fool!

Armed with a blaster rifle, she jumps out, runs across the
cavern toward the rocket sleds.


INT. TUNNEL STAIRWAY

Flash and Thun climb far above the bottom, which is lost in
eddying mist.  Flat, kite-like creatures glide past, CRYING
shrilly.

                      FLASH
          God -- we must've climbed halfway
          into orbit by now.

On a wide landing they round a corner -- and are confronted by
four IMPERIAL SOLDIERS.

                      SOLDIER
          Rebels!  Stop --

Thun ROARS, leaps at them.  Flash decks the nearest Soldier with
a punch, leaps at the others.  Thun flings two of them off the
stairway into the depths.

                      SOLDIERS
          YAAAAAAAAA --

A Young Soldier FIRES his rifle -- Flash ducks -- grabs the
barrel -- lifts him off his feet with a solid uppercut.  The
Soldier falls, clutches desperately at the ledge.

                      THUN
          Let's go!

He grabs a rifle, starts up the steps.  Flash hesitates, looks
down at the frightened Soldier, his grip failing.
 
                                                              63.

                      THUN
          Flash!  Come on --

Flash grabs the Soldier as he falls.  They teeter for a moment
over the edge, Flash hauls him to safety.  Thun joins them as
the stunned Soldier looks at Flash.

                      FLASH
          We're gonna have to tie you up, kid.
          Nothin' personal.

He clamps energy binders on the Soldier's wrists.

                      THUN
          They would show us no such mercy.

                      FLASH
          That's no excuse.

He finishes securing the Soldier.

                      FLASH
          Come on.

The Soldier watches them run up the stairs, impressed.


INT. CATACOMBS

They stop as the SOUND of faint pagan MUSIC reaches them.  They
look around, Thun sniffs the air, wrinkles his nose.

                      THUN
          We're close.  Careful.

                      FLASH
          Where's that coming -- There!


INT. TUNNEL DOOR

Huge, steel-studded, with a fearsome symbol of the God Dy'zan
embossed on it.  Flash presses an ear against it.  The exotic
MUSIC is much louder.

                      FLASH
          Gimme a hand here --

They strain against it.  Slowly, it opens.  SOUNDS of the
marriage ceremony wash out over them.
 
                                                              64.

INT. HALL OF BINDING - DAY

Ming holds the dazed, aroused Dale in his arms, gazes lecherously
into her eyes.  Throughout the huge chamber, the orgiastic
ritual is in full swing.  Debauchery reigns everywhere.

                      SLAVES & GUESTS
          Hail, Ming!  Emperor of the Universe!
          Hail, Ming!  Long live Ming!

Revellers toke on electronic hookahs, their eyes glowing
strangely.  Floating divans hold coupling alien and human forms.

Ming nuzzles and fondles Dale, further arousing her.

                      DALE
          Ohhhhh...

She melts into his arms, he kisses her breasts.

Zogi watches distastefully.

Dancers writhe, snake, undulate to the hypnotic, sensuous MUSIC.

The brooding Sphinx gazes down on the revelry, incense smoke
rises, synchronized beams of light play about it.  On a ledge
high above, a many-armed, skull-covered idol sits.

Ming looks up from between Dale's heaving breasts.  He hands her
to Zogi, and turns to face the assembled throng.

                      SLAVES & GUESTS
          Hail -- Ming!  Long live Ming!

                      ZOGI
          It is the prescribed Hour of Dy'zan!

A melodic GONG sounds.  Dancers stop, kneel facing the Altar.
They glow with rampant sexual energy, which they project to Ming.
MUSIC, strange CHANTS continue to build.

Ming breathes deeply, his body glows as he absorbs the erotic
power.  He raises his arms to the Sphinx, his evil eyes aglow.

                      MING
          Dia ad adhaigh's ad adoaun!  Dhonas
          dunas ort... agus leat-sa!

Zogi glances up nervously as dark clouds race across the starry
sky.  Purple lightning CRACKLES.

Ming presses Dale's hand to his lips.  She moans softly, he
holds her against him, his energy bleeds over into her.
 
                                                              65.

                      DALE
          Oh... ohhhhhh -- ah --

Beams of potent energy from Ming's eyes bathe Dale's helpless
body, lingering on her abundant assets.

In one corner, a serpentine idol slides aside.  Aura cautiously
emerges, blaster rifle ready.  She glances around.

At the altar, Zogi nervously eyes the Sphinx.

Above, dark clouds roil and swirl.

Dancers undulate around the altar as Ming and Dale blaze with
sexual heat.


INT. SECRET PASSAGE - BALCONY

Flash and Thun creep onto a ledge, peer down at the erotic
ceremony.  MUSIC, CHANTS are at fever pitch.  Flash looks
horrified.

                      FLASH
          Dale -- !

He starts forward, Thun pulls him back.

                      THUN
          Wait!

                      FLASH
          We've got to --

                      THUN
          You'll do her no good if you're
          slain.  We need strategy, not
          reckless action.

Flash's in agony, but he forces himself to wait.


INT. HALL OF BINDING

Zogi nervously adds powder to a floating brazier.  Green smoke
and vari-colored mists swirl about the Sphinx's head.  Its huge,
faceted eyes glow.

Beams of scintillating energy shine from floating globes around
the room, illuminating statues of Alien Gods.  The Temple
CRACKLES with energy.  CHANTS, MUSIC swell --
 
                                                              66.

                      MING
          Get on with it, fool!  The power
          approaches its peak!  We must...
          CONSUME her now...

                      ZOGI
          I-in the eyes of the Most High God
          Dy'zan... for His Greater Glory...
          in the presence of this August
          company...

The GONG sounds.  Ming strokes Dale's quivering body slowly,
feeds more of his sexual power into her.

                      DALE
          OHHHHHHHH!

She succumbs, helpless as Ming fondles her.  Zogi glances
nervously at the skull-garlanded idol on the ledge.  Its ruby
eyes glow ominously.

Aura slips behind large vases and statuary, searching the crowd
for Flash.

Flash and Thun edge along the balcony, duck behind the multi-
armed idol.

                      FLASH
          I'm gonna stop this now.

                      THUN
          You'll get us --

                      FLASH
          Listen, I don't expect you to die
          for us, Thun.  Thanks for your help.
          I'll take it from here.

He starts to move off  Thun shakes his head, grumbles.

                      THUN
          So who wants to live forever?

They edge around to get a better look.

At the Altar, Zogi hands Ming a glowing, jeweled goblet.  He
inhales its fumes deeply, glows with pulsating, scarlet light.
Dale falls limply across his arm.  The GONG sounds as Ming sips
from the goblet.

Zogi takes the goblet, nods to an Acolyte who lifts Dale's head.

                      DALE
          No... ohhhhhhhhhh... Flash...
 
                                                              67.

On the balcony, Flash's finger tightens on the blaster's trigger.

                      THUN
          Steady, Flash.

                      FLASH
          The Hell with this!

Ming watches the glowing liquid poured down Dale's throat.

                      MING
          And now...

He reaches for her, their bodies mingle in a brilliant blaze of
sexual fire.

On the balcony, Flash leaps to his feet.

                      FLASH
          Dale!!!

Dancing.  Revellery.  MUSIC.  DRUMS.

                      SLAVES & GUESTS
          Hail, Ming!  Hail, Ming!

On the balcony, Flash glances at the multi-armed idol.

                      FLASH
          Thun -- gimme a hand...

He pushes against it.  Thun sets the weapons down, strains
against the idol.  They grunt with exertion.  CRUNCH -- the idol
shifts as they push.

Aura looks up toward the SOUND of stone on stone.  Her eyes
widen:

Above, Flash and Thun strain at the huge idol.

                      AURA
          Flash... no...

At the Altar, Zogi holds the glowing cup up to the Sphinx.  A
shaft of glistening energy from the idol bathes it.  Zogi moves
the mixture toward Dale who breathes heavily.

                      ZOGI
          Thus the sanction of Almighty
          Dy'zan maketh holy and binding this
          union... this meeting of two
          worlds...

On the balcony -- Flash and Thun strain mightily against the idol.
 
                                                              68.

                      FLASH
          UNNNNNGH!

It shifts with a loud GROAN.  The startled gathering looks up.
The eerie idol moves, seemingly alive.  CRUNCH!  Zogi and Ming
look toward it.

                      MING
          Eh?  What -- what is the meaning of
          this?!

                      ZOGI
          I -- I know not, Majesty.  Aiee --
          beware!

Flash and Thun push mightily, shaking with the effort.

                      ZOGI
          The God is displeased!

One final Herculean shove -- the idol leans forward.  Ming and
Zogi stare at the teetering statue as the others move back in
fear.

                      MING
          Guards -- !

The Statue topples.  Everyone jumps clear, Ming holds Dale close.
It SHATTERS on the Altar, throwing the crowd into panic.  Several
floating globes are demolished in the fall -- UNLEASHED energy
bolts fly everywhere.

                      REVELLERS
                (AD LIB)
          Look out -- flee -- look out!

Overhead, violet lightning arcs through the massed clouds.


INT. TEMPLE CORRIDOR

A dozen of Ming's Imperial Guards jump to attention at the OS
CRASH, SHOUTS of panic inside.

                      CAPTAIN TORCH
          Summon General Klytus.

He starts to open the door as a Guard dashes off.


INT. HALL OF BINDING

Aura smiles up at Flash on the balcony.
 
                                                              69.

                      AURA
          Flash... you magnificent fool!

Thun hoists his blaster -- FIRES at the door --

As the Guards swarm in -- Thun's shot triggers an EXPLOSION --
knocks several of them sprawling.

Ming stares up at the intruders, trembling with rage.

                      MING
          What?!  Gordon!?  BY THUNDER --

Flash leaps into a triple somersault -- bounces off the Sphinx --
another flip -- launches off the fallen idol -- lands beside Dale.

                      THUN
          Stand where you are!

He fires a BLAST into the gathering, they scatter for cover.

                      GUESTS
                (AD LIB)
          Help!  Rebels!  Aieeeee --

                      MING
          You will suffer a thousand deaths
          for this indignity --

                      FLASH
          Shaddap, Ming.  I wouldn't press my
          luck if I were you.  Release her.

Ming raises his hand, his rings glowing with power.

                      MING
          YOU DARE TO --

Flash dodges the BLAST, closes the distance, jams his pistol
against Ming's throat.

                      FLASH
          I won't ask you again!

Seething, Ming nods to Zogi, who activates a crystal on the end
of his staff.  Dale gasps, trembling, slumps into Flash's arms.
Her sexually-charged aura makes him jump as he catches her.

                      FLASH
          Ow!  What the --

He moves her away from Ming, glares at him.  The glow slowly
leaves Dale's trembling body.
 
                                                              70.

Aura watches from hiding, jealous, those magnificent breasts
heaving.

                      DALE
          Ohhhhh...

One eye on Ming, Flash gently shakes Dale.  Her eyes flutter open.

                      DALE
          Where... Oh, Flash!  Oh -- you're
          alive!

She kisses him.  The Guards start forward.

On the balcony -- Thun FIRES --

-- the bolt BLASTS several Guards to atoms.  Flash levels his
pistol at Ming.

                      FLASH
          Drop 'em, me hearties.  NOW!

They drop their weapons.  Flash glares at Ming.

                      FLASH
          And knock off the glowing!

Ming glares impotently at Flash, apoplectic, frustrated.

                      MING
          For this, you will suffer as no man
          has suffered before!  Agony upon
          agony We shall heap upon --

                      FLASH
          Get a hobby.

Thun moves into view high above.

                      THUN
          Hurry, Flash!

                      MING
          We have underestimated you.  There
          will come a reckoning, Gordon.  We
          promise.

Flash backs toward the steps, his gun aimed at Ming.

Aura watches petulantly, her violet eyes flashing.

                      FLASH
          Any time, pal, any time.
 
                                                              71.

Flash sprints up the steps with Dale.  Thun covers them as they
run past.

                      FLASH
          Let's go.

Thun swings his weapon to bear on Ming, who cowers back.

                      FLASH
          NO -- gun Ming down now, they'll be
          all over us.

                      DALE
          Whatever we do, could we do it
          quickly?

Weapons trained on Ming, they back into the tunnel, turn and run.
Klytus and his Shock Troops swarm in.  Ming seethes with rage.

                      MING
          Imbeciles!  Get up there and
          capture them!  If they escape, I
          will feed you ALL to the gokko!

Aura slips behind the serpent statue.  It slides back into place.

                      ZOGI
          I warned you that the Gods opposed --

Ming strikes him to the floor, where he cringes.

                      MING
          Silence!  Even the High Priest may
          have his tongue torn out for
          insolence!

                      ZOGI
          Yes... Sire.  Mercy -- mer --

Ming grabs a sword from one of his Guards, pulls Zogi to his
feet, puts the sword point at his throat.

                      MING
          Hie to your lair and discover
          whither they have fled, vermin.
          Quickly!  If they escape me...

Zogi skulks away.  Ming gnashes his teeth in impotent rage,
hurls the sword at the frightened Guests.

                      MING
          WELL?!?!  BEGONE!!!

They scatter.
 
                                                              72.

INT. CATACOMB TUNNELS

Flash, Dale and Thun run through the unearthly caverns.  Thun
glances back.  Dale eyes Thun warily.

                      DALE
          Who's that?

                      FLASH
          A friend.  Prince Thun of Argentia,
          Dale Arden.

Thun nods, looks Dale over appreciatively.

                      THUN
          I see why you risked your life to
          rescue her.

                      DALE
          Oh, really?  I think I like him.

They stop at an intersection of several tunnels that all look
pretty much the same.

                      FLASH
          Which way?

Thun sniffs the air in each tunnel, shrugs.

                      DALE
          Oh, God -- what a day.

She slumps against Flash.  He holds her tenderly.

                      FLASH
          Are you okay?

                      DALE
          Just wondering what took you so long.

                      FLASH
          Sorry, I hit all the lights.

They hug.  Dale's still juiced from the ceremony, Flash feels
the rampant sexual energy flowing through her.

                      FLASH
          Whoa.  Dale, what --

                      DALE
          Oh, Flash... I thought you were
          dead...
 
                                                              73.

                      FLASH
          Not before I made sure you were safe.

                      DALE
          Oh, God... if you don't kiss me --

They start to kiss.  Plasma BLASTS hit the rocks around them.

                      DALE
          Dammit!

They run off as ENERGY BOLTS rip and SIZZLE through the air
around them.


INT. ANOTHER TUNNEL

Thun speeds along on all fours, pauses to rip a SHOT off behind
him.

A Shock Trooper's head EXPLODES -- he falls, smoking, to the
ground.  The others dive for cover, return fire.

                      KLYTUS
          Set weapons on stun!  The Emperor
          wants them alive.

Flash, Dale, and Thun flee from careening ENERGY BOLTS, disappear
around a bend in the tunnel.  Cautiously, Klytus and his men
follow, FIRING shimmering blue stun-beams down the tunnel.


INT. TUNNEL

Flash, Dale and Thun run through winding corridors.  The incline
gets steeper.  Suddenly --

                      DALE
          Oh -- !

At the top they plunge down an almost vertical incline.  Dale
screams.  They hurtle down --


INT. UNDERGROUND RIVER

-- and splash into the swirling waters.  The raging current
sweeps them over a falls into a lake.  Dale goes under, stunned.

                      FLASH
          Dale!

UNDERWATER
 
                                                              74.

Flash slips an arm around her, kicks for the surface.  Strange
marine life swirls and eddies around them.


INT. UNDERGROUND RIVER

Flash tows Dale to shore.  As he reaches to pull her out, she
screams!  Powerful, green, scaly arms yank her under.

                      FLASH
          Dale!!!

He dives in.  Thun ROARS, swims toward the spot where they went
under.


INT. TWILIT GROTTO - DAY

Thun erupts from the river in a spray of foam, gasping and
sputtering.  He drags himself out, collapses on the rocky shore.
He throws his head back, HOWLS --

The savage sound ECHOES through the caverns...


EXT. GREAT SEA OF MONGO - DAY

Thun's MOURNFUL HOWL echoes faintly.  Exotic sea animals leap
from the water, splash back down beneath the surface, where...


UNDERWATER

Four Shark Men carry Flash and Dale through a fantastic world of
undersea beauty.  Flash and Dale wear bubble helmets with small
air tanks, and gaze around in wonder.

Strange marine life darts and flits through the water around
them.  Some glow with delicate, fairy-like light... some are
living rainbows... others CRACKLE with electricity, ripple and
pulse with fantastic shapes.

Flash and Dale are borne through a towering coral and plant
forest.  Dale's raven hair billows around her like a cloud.

A gigantic spiked eel-like CREATURE ripples toward them, its
mouth open wide.  Shark Men fire energy harpoons at it -- it
writhes off into the depths in a cloud of bubbles.


EXT. SHORELINE - DAY

Aura, near her shuttle, rifle in hand, anxiously scans the shore.
Turquoise surf washes against the pink sand.
 
                                                              75.

She gazes out to sea, her eyes narrow.  A huge ringed moon rises
on the horizon.

She raises a hand scanner, sweeps it around, frowns at the
readings.

                      AURA
          Damn it...

Iridescent-winged, graceful, translucent manta-like creatures
wheel overhead, their vibrating CRIES mingle eerily with the
pounding surf.


EXT. A JAGGED CRYSTAL OUTCROPPING - DAY

Above, hidden behind exotic crystal and coral, the Hooded Figure
watches.  A lizard-like biped with curved tusks and a saddle
grazes some distance behind him.


EXT. UNDERWATER

Shark Men carry Flash and Dale through a coral ridge toward
Corallia -- a fabulous undersea city lit by glowing clusters of
sea-life.  It's fashioned from reefs, shells, and the skeletal
remains of huge ocean creatures.


EXT. UNDERWATER, CORALLIA - A HUGE PALACE

They swim past and through titanic marine idols flanking an
enormous courtyard.  Shark People swim and dart, some ride
seahorse-like creatures.

Flash, Dale and their escorts swim into the palace through a
wall of water which remains unbroken behind them.


INT. THRONE ROOM

Flash and Dale look uneasily at the shimmering walls of water
around the room, kept back by force-fields.  Dale's wet outfit
clings to her, erect nipples press against the sheer fabric.
Shark Men take their helmets from them.

                      FLASH
          Air.  Whew, that's a relief.  Now
          what, pal?

                      DALE
          At least we're alive... and away
          from that horrible Ming.
 
                                                              76.

The Shark Men react fearfully to Ming's name.

                      FLASH
          Looks like you said the magic word.
          Maybe we can find some help here.

He notices her outfit, smiles.  Dale blushes, covers herself
shyly.

                      DALE
          Hey... give a girl a break, huh?

Flash slips what's left of his flight jacket over her shoulders.

                      FLASH
          That what the well-dressed Empress
          is wearing these days?

                      DALE
          Oh, don't tease me, you...

They hug.

                      FLASH
          I wonder what we --

KALA enters, attended by Hammerhead Guards, and Shark People.
He assumes the throne, looks them over.  Even for a Shark Man
he's repulsive... short, thick, belligerent, with cold, dead eyes.

                      FLASH
          I take it you're in charge here.

                      KALA
          I am Kala, ruler of the Great Sea
          of Mongo.

                      DALE
          Does everybody here have their own
          kingdom?

          FLASH                            KALA
  We're --                         You are traitors and fugitives.
                                   Emperor Ming has offered a
                                   reward for your capture.

Flash and Dale react, on guard.  Kala's soulless eyes bore into
them.

                      FLASH
          Uh, you weren't thinkin' about
          collecting it... were you?
 
                                                              77.

                      KALA
          The reward is life.  Treason is
          punishable by death under Ming's Law.

                      DALE
          You mean you're afraid of him.

Point for Dale.  Kala glowers, Flash smiles at Dale, folds
powerful arms across his chest.  Shark People murmur, Kala
glares at them, pissed.

                      KALA
          I fear no one!  I --

                      FLASH
          Great -- prove it.  Defy Ming.  Let
          us go.

Kala turns away.  Dale steps forward.

                      DALE
          It's high time someone stood up to
          him.

                      KALA
          Impossible!  The Imperial Army is
          far too powerful...

                      FLASH
          Not if you all band together.  You,
          Prince Thun's kingdom?  Together,
          you'd be more than a match for Ming.

                      DALE
          Overthrow him.  Free your world.
                (raises a fist)
          Power to the -- er, fish!

Flash raises an eyebrow, she shrugs.  Shark People murmur to
each other speculatively.  Kala glances around uncomfortably.

                      KALA
          Bah!  Madness.  Who would rule?

                      FLASH
          The only effective government is
          self-government!  Trust each other.

                      DALE
          We do on our world.
                (Flash glances at her)
          Work with me here, huh?
 
                                                              78.

Kala considers their words.  Flash and Dale exchange a hopeful
look.

                      KALA
          Risk our lives for fugitives?  I
          think not.

                      FLASH
          No guts, eh?

Kala blinks at him, uncomprehending.

                      DALE
          Backbone.  Spine.  Bal -- er,
          Courage.

Kala rises, bares several rows of hideous teeth, grabs a trident
from a Hammerhead guard.

                      KALA
          We shall see who is a coward,
          outworlder!

Dale starts toward Flash, two Shark Men grab her.  Flash
crouches, circles Kala warily.

                      FLASH
          Is this one of those win your
          freedom deals?

                      KALA
          All you will win is death.  Yaaaagh!

He attacks -- Flash feints, sidesteps, flips him on his ass.
Kala skids across the floor.

                      KALA
          Uhhh -- !

Shark People react, surprised.  Kala jumps up, circles warily,
jabs Flash with the trident.  Powerful electric energy CRACKLES
around Flash, he grimaces, knocked to his knees.  Kala lunges --

                      DALE
          Oh!  Flash -- watch out --

Flash barely evades the thrust, grabs Kala's arm, they grapple.
The trident CRACKLES, showers sparks off the floor.

                      KALA
          I will destroy you --

                      FLASH
          Destroy this, fish-face!  Whuh --
 
                                                              79.

Flash rolls back, stomach-throws him into his Hammerhead Guards,
scattering them like pins.

                      DALE
          Yes!  Go, Flash, go!  Stick it to
          'em, big guy!

Flash's up first, but Kala's trident slashes through his shirt,
forces him back.

                      FLASH
          Uh!  This is a waste of time -- we
          could --

They circle, Kala grabs a net, swings it at Flash.

                      DALE
          Hey, you lousy -- lemme go!  He's
          cheating!  Flash!

She struggles to break free.

                      KALA
          You will beg for death...

                      FLASH
          I will if I have to listen to any
          more of your corny speeches --

Kala swings the net, almost traps Flash.  He jabs with the
trident, Flash uses the net to foul his aim.  Flash bashes Kala
in the face several times, drop-kicks him across the room.

                      FLASH
          ... Had enough?

Kala snarls, hurls the trident.  Flash ducks, it imbeds in the
throne, sparking.  Kala rushes him, whips the net over Flash's
head.  As Flash struggles, unable to see, Kala slashes at him
with a bone and coral knife.

                      DALE
          Flash -- duck!  Look --

Flash twists aside -- gets a glancing blow across the ribs.

                      FLASH
          Uh!

He falls, Kala kicks him viciously across the floor.

                      FLASH
          Aaaagh!
 
                                                              80.

Kala tries to impale him, Flash rolls out of the way of the
savage thrusts.  Dale watches, anguished, as Shark People press
in to see the battle.

                      DALE
          Flash!

Kala has Flash by the throat from behind, strangling him.  Flash
flips him over his head, Kala skids across the floor.  Flash
charges toward the Shark Man -- Kala flings a handful of shell
fragments into his eyes.

                      FLASH
          Ungh!

Kala grabs the trident, leaps onto him, they wrestle.  Kala
sweeps Flash's feet out from under him -- Flash hits the floor
hard.  Kala leaps onto him, drives the trident down toward
Flash's head.

Dale screams.

Flash barely avoids the deadly trident as it jams into the floor.
He knees Kala in the stomach, kicks the trident out of the Shark
Man's hand.  Flash hauls him to his feet, measures the gasping
tyrant, lifts him off his feet with a haymaker.

                      KALA
          Ungh!

He collapses in a heap.  Flash rises, panting.  Dale runs to
him, he winces as she touches his wound.

                      FLASH
          Ow!  S'okay, just a scratch.
                (to Shark Men)
          Well.  Since I whipped his butt,
          does that make me the big Kahuna?

No one helps Kala.  He gets shakily to his feet.

                      FLASH
          How about it?  Or do we need to go
          around one more time?

                      KALA
          You have earned the right to
          freedom...

                      DALE
          We've heard that one before.
 
                                                              81.

                      KALA
          When the suns rise again... you
          will be released.

                      FLASH
          Until then?

Kala bows sullenly.

                      KALA
          You are our guests.

Shark Men bow to Flash and Dale.  Though suspicious, they nod
thanks, follow them out.  Kala watches sullenly.


INT. CORRIDOR

Flash and Dale follow the shuffling Shark Men through an undersea
passage.  Curious Shark People watch as they pass.

                      FLASH
          What d'you think?

                      DALE
          Definitely keep an eye on the
          referee, darling.


INT. TWILIT GROTTO - DAY

Aura picks up a veil from Dale's dress off the ground.  She
tenses -- spins to her feet, blaster ready.  Thun steps out of
the shadows, his cat-like eyes glowing.

                      AURA
          Believe it or not, I'm glad you're
          still alive.

                      THUN
          Then come give me a hug.

He steps forward, she primes her weapon.  Thun glares at her.
Aura smiles seductively.

                      AURA
          Truce, lionman?  I have a ship, but
          I can't rescue them alone.

Thun laughs disdainfully.

                      THUN
          And I should be stupid enough to
          trust Ming's daughter because...
 
                                                              82.

Aura shrugs, gives him a sultry smile.

                      AURA
          Because otherwise, Kala will either
          kill them, or return them to my
          father.

Thun thinks this over, growls.  Aura smiles.


INT. CORALLIA, CORRIDOR

Flash and Dale follow the Shark Men on a suspended undersea
walkway.  All around them the water's kept back by force-fields.
Drifting lightfish provide breathtaking illumination, fantastic
marine life swims past.

Dale grips Flash's arm as AN IMMENSE EYE OPENS BENEATH THEM.

          DALE                             FLASH
  Oh!                              Uh-oh.

A gigantic form fills the sea around them.  It blinks solemnly,
then swims lazily off, causing the walkway to sway.  A cloud of
small, vibrant neon fish follows it.

                      DALE
          You know, if everything weren't
          trying to annihilate us, this
          wouldn't be a bad spot for a
          vacation.

                      FLASH
          I dunno... it's no Coney Island.
                (to Shark Man)
          Hey, buddy, where we going, huh?


INT. CORRIDOR

The Shark Men stop, bow obsequiously.  A scalloped doorway in
the wall irises open, Flash and Dale peer in.

                      DALE
          Whadda ya think?

                      FLASH
          He did give us his word...

He takes her hand, they look into each other's eyes.

                      FLASH
          Though I don't like the idea of
          being separated.
 
                                                              83.

                      DALE
          Me either.  But...

                      FLASH
          Yeah, I know.  Listen, if anything
          happens --

                      DALE
          You'll be the first to know, big guy.

Soft kiss, she slips her arms around his neck.

                      DALE
          If only we could... I don't know...
          even though he's responsible, I
          wish Zarkov were here.

                      FLASH
          Don't worry, Dale.  We'll find a
          way out of this.

They part reluctantly.  Dale manages a smile, follows the Shark
Men into a chamber across the corridor.  Flash watches them a
moment, warily enters his chamber.


INT. NAUTILUS CHAMBER

It's organically shaped, with steel-like walls, and one
transparent membrane high up.  Flash turns toward the door.

                      FLASH
          Quaint.  Say, where's the --

The hatch seals with a SUCKING sound.  He throws himself against
it.  It's solid, seamless.

                      FLASH
          Damn!  Dale!  Dale!


INT. GREAT HALL

Dale stops, suspicious.  This doesn't feel right.  She's in a
split-level hall, from which several other levels are visible,
along with strange, incomprehensible devices.

                      DALE
          Wait a minute... this doesn't look
          like --

They grab her and drag her, struggling, onto a bubble lift.  It
rises up the serrated wall.
 
                                                              84.

EXT. UNDERWATER

Aura's tiny sub moves past towering vegetation waving gently in
the undersea currents.


INT. SUB - MOVING

Aura's at the controls, in body armor, helm.  Thun rides shotgun,
watching her every move.  An ALARM purrs.  Aura glances at a
tactical screen.  Several large targets close on them.


EXT. UNDERWATER

Huge, fearsome-looking sea creatures approach.  The sub ZAPS
them with concentric energy rings, they scatter.


INT. SUB - MOVING

They're buffeted by the wake.  Thun growls nervously, grips a
console.  Aura smiles, rocks the controls slightly.  Thun shoots
her a warning look, she laughs.


EXT. MING'S PALACE - NIGHT

Several moons fill the purple skies.


INT. THRONE ROOM - NIGHT

Ming feeds chunks of raw meat to a ferocious-looking six-legged
snarling beast wearing a heavy chain, spiked collar.  Klytus
approaches, salutes.

                      KLYTUS
          Sire.

                      MING
          It had better be good news.

The beast GROWLS, eyes Klytus hungrily, jaws dripping.  Klytus
backs off slightly.

                      KLYTUS
          Eh, the fugitives were captured by
          General Kala, sire.

                      MING
          Then why did he not advise Us?!
          Fah!
                      (MORE)
 
                                                              85.

                      MING (CONT'D)
          This epidemic of civil disobedience
          grows tiresome.  Something must be
          done!

                      KLYTUS
          Shall we annihilate his kingdom,
          Sire?  A war rocket fleet can be
          dispatched within the hour.

The Beast snuggles against Ming, PURRS as he thoughtfully
scratches its ugly, scaly head.

                      MING
          No.  Prepare Our Imperial
          submersible.  Perhaps it is time to
          take a firmer hand with Our subjects.

Klytus salutes, exits hastily.  Ming chuckles, pets the hideous
creature as it GROWLS after him.

                      MING
          No, no, no... we still have need of
          him.


EXT. UNDERWATER, CORALLIA

Aura's sub moves toward the vast city beneath the sea.


INT. SUB - MOVING

In helmet and lung at the airlock, Aura helps Thun adjust his
too-small gear.  She giggles, he growls.


EXT. UNDERWATER

They're ejected in a blast of bubbles, rifles in hand.


INT. NAUTILUS CHAMBER

Flash searches for a way out.  Suddenly, water blasts in through
multiple openings.  Flash grits his teeth in anger.

                      FLASH
          Son-of-a -- KALAAAAAAAA!!!

The water level rises rapidly.
 
                                                              86.

INT. CONTROL ROOM

Kala turns from the viewing membrane as two Shark Men drag Dale
in.

                      DALE
          Let me go, you -- uh!  Let -- me --

                      KALA
          Save your strength.  Emperor Ming
          wants you undamaged.

                      DALE
          You lying flounder!  We're no
          threat to your crummy city!  All we
          want is --

Kala pulls her to the membrane, points into the adjoining
chamber.  She looks down, gasps in horror:

                      DALE
          Flash!  FLASH --

INTERCUT with NAUTILUS CHAMBER.

Dale looks down into a chamber already half-full with water.
Flash looks up at the sound of her voice.

                      FLASH
          Dale!

                      DALE
          Flash!  Flash!

He swims toward the wall.  The membrane's still too high for him
to reach.  He tries to jump, falls back.

Kala and the Shark Men laugh sadistically.

                      KALA
          Never fear... he won't be alone for
          long.  Look there!  Look!

He passes a hand above a light on a nearby console.

UNDERWATER

A translucent, pulsing KRAKENOID shoots out of an opening, darts
around the bottom of the tank.  12' long, it has huge, luminous
eyes, long tentacles ridged with spines and suckers.  It senses
something in the water above.
 
                                                              87.

INT. CONTROL ROOM

Dale struggles to break free from the two Shark Men.

                      DALE
          Flash!  Flash!

                      KALA
          Where is your bravado now,
          outworlder?

INTERCUT with NAUTILUS CHAMBER.

A slimy, ridged tentacle shoots out of the water, wraps itself
around Flash.  He struggles --

                      FLASH
          What --

Dale screams, tries to push through the membrane.  Kala grabs her.

                      DALE
          No!  Help him!  Flash!  Flash --

Flash desperately battles a forest of gelatinous tentacles.
He's yanked under!

Dale screams in horror!

The water foams and bubbles...

                      DALE
          No!  Let him -- Flash!  Flash!

The Shark Men laugh hideously, crowd around the viewing membranes.

UNDERWATER

Flash battles ridged, suckered tentacles that lash and squeeze
him mercilessly.  Blood, bubbles rise toward the surface.  He
gasps in agony, kicks desperately to get free.


INT. CONTROL ROOM

Kala turns to Dale.  She looks away from the scene below, sobs.

                      DALE
          No!  Please -- you can't -- save
          him!  Please!

Kala runs a scaly hand along her jaw.  Dale shrinks back,
repulsed.
 
                                                              88.

                      KALA
          By Poseidos, I begin to understand
          Ming's obsession.  Perhaps I won't
          turn you in after all, eh, my proud
          beauty?

Dale kicks at him, he barely escapes with his balls intact.  He
smiles cruelly.

                      KALA
          Take her to the holding tank.  I
          will be there directly.

Shark Men drag Dale out.  Kala turns to the membrane.

UNDERWATER

Flash wriggles free, kicks desperately for the surface as
tentacles whip after him.

He breaks the surface -- gasps -- is dragged underwater.


INT. PALACE, MAIN HALL

Aura and Thun slip through the watery membrane.  She looks
annoyed as Thun shakes water all over her, like a large dog.
Weapons in hand, they move down the corridor.


INT. PALACE CORRIDOR

Shark Men slouch down the hall.  Aura and Thun step out, rifles
leveled.  The Shark Men raise their webbed hands.

                      AURA
          The Earth man -- where is he?

They sneer.  She crisps one into a smoking puddle.  The others
cower.

                      AURA
          I won't ask again!


INT. NAUTILUS CHAMBER, UNDERWATER

Flash fights desperately, dragged toward a cilia-lined maw.  He
kicks the Krakenoid in one eye.  It releases him, he shoots for
the surface.
 
                                                              89.

EXT. SKY - NIGHT

A fleet of war rockets cruises through the heavens.


INT. IMPERIAL FLAGSHIP BRIDGE

Ming broods in the command seat as Klytus approaches.

                      KLYTUS
          We are on final approach to
          Corallia, Sire.  Shall we alert
          them to expect us?

                      MING
          I think not... that aquatic imbecile
          had his chance.  It has been far
          too long since We were obliged to
          blast one of Our kingdoms into
          rubble.  Heh, heh, heh.  Eh?  What
          is that?

He peers into a viewer.

It shows a pod of long-necked sea beasts swimming on the surface.

                      MING
          Excellent!  Excellent... a bit of
          target practice to sharpen Our aim.

He pulls the targeting device down, adjusts it.

                      MING
          Steady... steady... bring Us lower...


EXT. SKY - NIGHT

The fleet hurtles above a gunmetal sea.  A large, snake-necked
sea beast rises from the waves to watch it.  The flagship
dives -- BLASTS the sea beasts.  They dive, though several are
killed by ray blasts.


INT. CORALLIA, CONTROL ROOM

Kala watches, pleased, as:

UNDERWATER

Flash struggles.  A tentacle squeezes his neck, he pulls at it
as others squeeze him savagely.  Air bubbles, blood fill the
water.  He battles the monster for his life.
 
                                                              90.

INT. PALACE CORRIDOR

Shark Men drag Dale along as she struggles.

                      DALE
          Let me go, you -- oh!  Let me --

At the opposite end, Thun and Aura emerge in time to see them.
Thun GROWLS, raises his rifle.  Aura stops him.

                      AURA
          Quietly!  We don't want the whole
          damn city on our necks!

Thun dashes after them on all fours.  Aura smiles, sprints off
in the opposite direction.


INT. NAUTILUS CHAMBER

Flash struggles, exhausted, as tentacles squeeze him brutally.
He's dragged under.  His uniform's torn, his powerful muscles
tense as he struggles.  It looks bad.  The krakenoid drags him
toward its lair.


INT. CONTROL ROOM

Kala and the Shark Men laugh and jeer cruelly.

                      KALA
          I grow bored with this.  Perhaps it
          is time to add another of my pets...

He reaches for a lever -- an ENERGY BOLT ricochets off the panel.
He leaps back, his burned hand smoking.  Aura's in the doorway,
her rifle pointed at his head.

                      KALA
          What is the meaning of -- ?!

                      AURA
          Stand away from there!  STAND AWAY!

They edge back.  Aura runs to the membrane.  Shark Men start
toward her, she crisps one to a smoking puddle on the floor.
The others back off.  Covering Kala with the blaster, she looks
down, gasps.

INTERCUT with NAUTILUS CHAMBER.

Flash struggles weakly on the churning surface.  A tentacle
drags him under.  He looks all but finished, arms limp.
 
                                                              91.

The Krakenoid slowly pulls him toward its serrated maw.

Aura turns to Kala, her eyes blazing.

                      AURA
          Get him out of there!

                      KALA
          It -- it is too late.  See --


UNDERWATER

Flash's dragged closer to the CLACKING, jagged orifice, now
almost completely limp.


INT. CONTROL ROOM

Kala cowers as Aura presses the blaster against his ugly head.

                      AURA
          Get him out of there!  NOW!

                      KALA
          Y-you do not rule --

She smashes him across the head with her weapon.

                      AURA
          If he dies so help me I will have
          you scaled and gutted!

Kala edges to the panel, fumbles for some coral switches.  Aura
jams the rifle against his scaly head.

                      KALA
          Careful... unghh -- c-careful with
          that --

UNDERWATER

Flash struggles weakly in the monster's grip as the water
quickly drains.  The level falls below his face, he gasps
raggedly.


INT. CONTROL ROOM

Aura watches anxiously, rifle jammed against Kala's head.

                      AURA
          Hurry it up!  Hurry it up!
 
                                                              92.

                      KALA
          C-careful -- be careful with that --

She presses it in harder.  He works controls furiously.


INT. NAUTILUS CHAMBER

Flash thuds to the deck.  The krakenoid writhes and flops, dying.
Gasping, weak, Flash struggles to his hands and knees, pulls
free, looks at the quivering monster.

                      FLASH
          Last time I order sea food...

He coughs up water.


INT. CONTROL ROOM

Aura turns from the membrane, presses the gun under Kala's
chinless snout.

                      AURA
          If you value your king's worthless
          life --

They glance nervously at Kala.  He nods his head frantically.

                      KALA
          Hurry up -- GO -- GO!!!


EXT. PALACE CORRIDOR

Dale struggles -- a huge, tawny form rips into the startled
Shark Men.  They YELL in terror, as Thun tears them to bits,
ROARING savagely.

Dale falls back against a bulkhead.  She looks away as blood,
shark parts fly everywhere.  Thun rises from the mangled bodies,
Dale runs to him, hugs him tightly.

                      THUN
          It's all right now, Dale, we --

She suddenly looks up.

                      DALE
          Flash --
 
                                                              93.

INT. CONTROL ROOM

Two Shark Men carry Flash in.  Aura motions them back, moves to
him.  Kala tries to sneak away, Aura BLASTS the wall next to his
head.

                      AURA
          Stand still!

Kala subsides, trembling.

                      AURA
          Flash -- Flash, are you all right?
          Oh, Flash my beloved --

Flash shakes his head, focuses.

                      FLASH
          ... Aura?

She kisses him lasciviously.

                      AURA
          Are you all right?  Oh, Flash --

Flash glares at the cringing Kala.

                      FLASH
          I will be in a minute.

He starts toward him, but Aura stops him.

                      AURA
          We haven't time for that.  We have
          to get out of here.  Before my
          father arrives.

                      FLASH
          All right -- wait, we have to find
          Dale.

                      AURA
          Already waiting for us.  Hurry.
          Hurry!

She pulls him to the hatch.  They back out, dash up the corridor.
Kala breathes a sigh of relief.


INT. CORRIDOR

Dale and Thun race down the hall.  Shark People scramble out of
their way.
 
                                                              94.

INT. EXIT MEMBRANE

Aura, in her gear, helps Flash with his.  He looks around,
worried.

                      FLASH
          Where are they?

                      AURA
          I told Thun to meet us aboard.
          Hurry!

Flash is suspicious.  She smiles reassuringly.

                      AURA
          Ming is undoubtedly on his way here!
          Please, Flash...

He nods.  She moves for the membrane, he catches her arm.

                      FLASH
          This is the second time you've
          saved my life.  I guess I --

Aura kisses him.

                      AURA
          You can show me your gratitude
          later.  Come.

They dive out through the membrane.


INT. MAIN CORRIDOR

Dale and Thun run along the walkway.  They round a bend, Dale
sees Flash and Aura swimming toward the sub.

                      DALE
          Thun!

                      THUN
          DAMN Ming's bitch cub!  Come!


INT. AURA'S SUB

Flash and Aura enter.  He seals the airlock, looks around.

                      FLASH
          Dale?  Thun?

He takes off his helmet.
 
                                                              95.

                      FLASH
          Where are they, Aura?  You said --

Aura zaps him with a stun-gun.

                      FLASH
          Aaaaaagh --

He drops to the deck, quivers, passes out.  Aura leans over,
kisses him deeply.

                      AURA
          You'll thank me for this, Beloved.

She smiles, slips into the pilot's seat.


EXT. UNDERWATER

Aura's sub slips away from the city.


INT. EXIT MEMBRANE

Dale and Thun reach the exit wall, see the sub moving away.
Dale starts to push through, Thun pulls her back.

                      DALE
          Hurry!  We have to stop her!

                      THUN
          We'll drown.  Take it easy, Dale.
          We need a ship.

                      DALE
          Oh, but --

                      THUN
          We'll catch up to that lying
          little --come, there's got to be
          some kind of submersible around here.

They run down the corridor.  A spear SLAMS into the wall inches
from Dale's nose, quivering.  A knot of Shark Men are at the
opposite end of the hall with spear guns.

                      THUN
          Well, what do you know?  Little
          grubs've got some balls after all.

Dale FIRES a volley down the hall.  Shark Men dive for cover.
Thun ROARS laughter.  They sprint toward an intersecting corridor.
 
                                                              96.

INT. CORRIDOR

Dale and Thun dash down the multi-level hall, walls of water
towering all around them.  ALARM conches sound in the distance.


INT. MAIN HALL

They emerge into a transparent, bubble-like room.  Thun leads
Dale toward a membrane.  Outside, several subs float at anchor.

They stop, back up.  Thun raises his weapon.  Ming, Klytus, a
score of shock troops, several hovering weapon droids block
their way.  More shock troops appear behind them, heavily armed.

                      MING
          Dale Arden.  And how have you
          enjoyed your impromptu tour of Our
          world so far, eh?

Evil laugh.  Dale and Thun are surrounded.  Shock troops take
their weapons.  Two droids shine raybeams on their wrists,
encasing them in energy binders.  Dale huddles close to Thun.


EXT. UNDERWATER

Aura's sub speeds away from the undersea city.


EXT. CORALLIA

Ming's Imperial submersible floats outside the palace.


INT. THRONE ROOM

Seated on the throne, Ming sips from an ornate conch shell.

                      MING
          Ahhh!  Delightful.  We simply must
          have a supply of this exquisite
          nectar as part of your weekly
          tribute.

Kala bows, sullen.  Shock troops have everyone covered.  Dale
and Thun glare at Ming as he offers Dale a drink.  She turns
away.  Ming sighs, patiently.

                      MING
          Come, my dear, while We admire your
          spirit, there is a limit to all
          things, including Our patience.
 
                                                              97.

                      DALE
          We're your prisoners.  I guess you
          win.

                      MING
          Unfortunately, no.  Flash Gordon
          has eluded Us once again.

He shoots Klytus a dark look.

                      KLYTUS
          Sire, I assure you that I --

                      MING
          And We assure you that you had
          better!

Klytus bows.  Ming turns back to Dale.

                      MING
          Oh, come, my dear!  How can We
          convince you this will not be such
          a terrible fate, hmn?

                      THUN
          Body transplant?

A Soldier rams an energy staff into Thun's back.  He HOWLS in
pain, falls.  Dale throws herself across him protectively.

                      MING
          Amusing... in a limited intellect,
          lower life form sort of way.

                      DALE
          Why do you care what I think?

                      MING
          We wish to show you Our good
          intentions.

                      DALE
          Sure...

                      MING
          Ah, We have it!  Supposing We were
          to... agree to spare your world
          further harm?

Dale looks at him, hopeful, but not trusting him.

                      MING
          Would that convince you?  Hmn?
 
                                                              98.

                      DALE
          It might help.

                      MING
          Done.
                (to Klytus)
          Discontinue the attack.
                (to Dale, smile)
          Our Wedding Gift.  Eh?

He holds out a hand.  Slowly, Dale gets up, takes his hand.
Ming smiles.  Thun growls.


EXT. SPACE - EARTH

It hangs against a starry b.g.


EXT. NEW YORK CITY, 42ND STREET - DAY

A shambles.  Building debris scattered everywhere.  Overturned
vehicles burn, smoke fills the air.


EXT. PARIS - NIGHT

The Eiffel Tower, other landmarks have sustained damage.


EXT. LONDON STREET - NIGHT

Workers dig injured people out of the rubble.  Searchlights
sweep the skies.


INT. OBSERVATORY - DAY

PROFESSOR GORDON, several battered SCIENTISTS gather around a
short-wave radio that emits crackling STATIC.  Gordon stretches
the kinks out of his back.

                      GORDON
          It seems we've gotten a reprieve,
          gentlemen.  At least for now.

                      MOCENIGO
          Thank God, Professor Gordon.  The
          world couldn't have survived much
          more of that!

                      ABERCROMBIE
          Do you really think it's over?
 
                                                              99.

                      GORDON
          I don't know.  I suppose we'll have
          to wait and see...

He lights his pipe, looks through the sky-slit beside the
massive telescope.  Professor Mocenigo puts a consoling hand on
Gordon's shoulder.

                      MOCENIGO
          Still no word?

                      GORDON
          His plane went down outside
          Washington.  Most of the passengers
          were rescued, but I... I can only
          pray...

                      MOCENIGO
          I am certain he's still alive,
          Professor.

                      GORDON
          Zarkov has also disappeared.  I
          wonder... did he have something to
          do with our reprieve?

                      ABERCROMBIE
          Humph!  Unlikely.  Those outlandish
          theories of his -- pure poppycock!

                      GORDON
          Professor Von Braun, from what I
          understand, believes rocketry is
          not only feasible, but practical.

                      MOCENIGO
          Come now... As human transportation?
          I doubt anyone could survive such a
          trip.  And landing on another
          planet -- pish tush!  Preposterous!

The others nod their sage agreement.  Gordon peers thoughtfully
toward the sky, which becomes the starry void of outer space.
TILT DOWN to:


EXT. MONGO SHORE - DAY

Aura's sub rests on the beach.  A huge primeval forest spreads
away inland.  Giant trees, exotic blossoms, strange life forms
are visible in its depths, eerie CRIES fill the air.
 
                                                             100.

INT. AURA'S SUB

Flash sits up, groggy.  Aura hugs him tightly.

                      FLASH
          ... I should've known better than
          to trust a relative of Ming's.

Aura pouts, slips into his lap.

                      AURA
          That's not fair!  I saved your
          life, didn't I?

                      FLASH
          What about the others?

                      AURA
          How should I know?   Anyway, Thun
          was supposed to --

Flash turns away.

                      AURA
          Oh, Flash, don't be so stubborn.
          Give us a chance.

                      FLASH
          They're my friends.  I won't
          abandon them.

                      AURA
          You're being unfair...

Flash gives her a look.  She looks away, tears brimming.

                      AURA
          You hate me.

                      FLASH
          No... of course I don't --

Aura hugs him tight, kisses him.  Despite himself, Flash finds
it not all that displeasing.

                      AURA
          Was that so horrible?

                      FLASH
          What am I gonna do with you?

She whispers in his ear.  He looks shocked, shakes his head,
goes to the controls.
 
                                                             101.

                      FLASH
          I give up.  Where are we?

Aura caresses and rubs against him as he tries to see out the
front view port.

                      AURA
          In paradise...

                      FLASH
          No, really, where?

                      AURA
          We ran out of fuel.  What does it
          matter?  We are safe.  We are
          together.

She kisses him, he has a bit of trouble pulling away.

                      FLASH
          Jeez, what is it with you?

                      AURA
          I can't help myself.  It's like a
          constant itch... help me scratch...

Flash gently disengages her arms from around him.

                      FLASH
          I'll see if we can't get you some
          medication.

He moves for the hatch.  Aura pouts.

                      AURA
          You're being horrid!

Flash triggers the hatch release.  Bright light floods in.

                      FLASH
          Throw me back.

He heads out.  Aura sticks her tongue out, reluctantly follows
him outside.


EXT. SHORE - DAY

Flash jumps down from the wing, helps Aura.

                      FLASH
          Recognize it?
 
                                                             102.

                      AURA
          I'm not sure.  It might be part of
          Argentia.

                      FLASH
          Thun's kingdom?  Great!  Let's get
          help --

He grabs her hand, starts off.  She pulls away, sits on a rock,
shakes her head.

                      AURA
          I cannot.  They would slay me.

Flash sighs, kneels beside her.

                      FLASH
          Aura, this is really getting --

                      AURA
          I'm telling the truth.  Thun's
          people and my father are mortal
          enemies.

                      FLASH
          Oh, yeah.  He did mention something
          about that.  Well, I can't just
          leave you...

                      AURA
          Then you do love me!

She slips her arms around him, kisses him sensuously.  Flash
sighs, shakes his head, but holds her anyway.  Aura kisses the
hell out of him, he does his best to resist.

                      FLASH
          Aura... Aura... God, Aura, don't do
          this to -- Aurrrraaaaa...

Aura leaps up, a hand goes to her blaster.  Dazed, Flash looks
up to see a pride of LIONMEN surrounding them, lethal weapons
drawn.

                      FLASH
          Oh, great... hi, fellas, are we --

He holds out a hand.  They GROWL threateningly.  Aura pulls him
back.


EXT. MONGO SKIES - DAY

Ming's fleet wings through the colorful clouds.
 
                                                             103.

INT. IMPERIAL FLAGSHIP BRIDGE

Ming confers with Klytus and his captains.  In a corner, Dale
and Thun sit under the watchful eye of Shock troops.

                      THUN
          Ungh.  Sorry I failed you and
          Flash, Dale --

                      DALE
          What're you talking about?  You
          saved me.

                      THUN
          Some rescue.

He looks sullenly at the guards.  Dale rests her head against
his arm, hugs him.

                      DALE
          Well, where I come from, it's the
          thought that counts.

                      MING
          ... must pay the penalty!  Gordon
          has defied Us before Our subjects.

                      KLYTUS
          Surely, if they have escaped into
          the wilderness --

                      MING
          NO!  WE shall mete out this
          upstart's punishment.  It has
          become a personal matter.

                      KLYTUS
          As You command.  What of the
          lionman, Sire?

                      MING
          Time enough to deal with him when
          we reach the Imperial City.
                (wrinkles his nose)
          After we land, see that the ship
          and the Empress are treated for
          parasites.


EXT. ARGENTIA WOODS - DAY

Flash and Aura look up into snarling Lionman faces.
 
                                                             104.

                      FLASH
          Hold on, fellas, we're friends of
          Thun.

KIOGA, pack leader, cuffs him aside savagely, snarls.

                      KIOGA
          Lies!  Thun is dead.  Fallen in
          battle with Ming's jackals.

He bares his fangs at Aura.  Flash pulls her close to him
protectively.

                      FLASH
          Not true.  He survived.  We stormed
          Ming's palace, rescued some friends
          of mine.

                      KIOGA
          Enough!  You will both --

Aura steps forward defiantly.

                      AURA
          I demand that you honor my royal
          status.  Return me to my kingdom at
          once!

                      KIOGA
          Hold your tongue, bitch --

He swipes a claw at her.  Flash judo-flips Kioga over his
shoulder.  He crouches in front of Aura, ready to rumble.

                      FLASH
          You wanna watch your language
          there, bucko.

                      AURA
          Flash, don't --

                      FLASH
          Shush.  They can only kill us once.

She looks at him, surprised.  Kioga gets to his feet.

                      KIOGA
          So, you are one of Ming's --

                      FLASH
          No.  I just don't like bullies.

Kioga growls.  For a moment it looks like he'll attack.  Then:
 
                                                             105.

                      KIOGA
          Rrrrrrgh... Bring them.

They grab Flash and Aura, shove them toward the forest.

                      AURA
          I was right.  You do care for me.

                      FLASH
          Let's not start that again.

He smiles, takes her hand, she huddles close to him.

Some distance away, the Hooded Figure watches through electro-
binoculars.  He lowers them, quickly disappears into the
surrounding, rocky hills.


EXT. MING'S PALACE - DAY

The populace are gathered in the streets.  Ming's armored goons
are everywhere.


INT. DALE'S CHAMBERS - DAY

Dale looks up as Zogi enters.

                      DALE
          Where's Thun?  Is he --

                      ZOGI
          You would be better served, if
          you --

                      DALE
          Ming promised me he wouldn't be
          harmed.

                      ZOGI
          Hmmn.  He has not been.  But I fear
          the remainder of his life will not
          be very pleasant.

                      DALE
          What do you mean?  What are they
          going to do?  Tell me!

                      ZOGI
          All political prisoners must be
          sent to Arkos, the sky city of the
          Hawkmen.
 
                                                             106.

                      DALE
          That doesn't sound so bad... fresh
          air, sunshine?

                      ZOGI
          Where they will labor for the rest
          of their shortened lives in the
          atom furnaces.

                      DALE
          I should have known.

Zogi reaches for her hand.  She pulls away.

                      ZOGI
          You still refuse your destiny,
          child?  That is unwise.

Dale hangs her head, sadly.

                      DALE
          No... I gave my word.

She takes his hand.  Zogi studies her as they exit.


EXT. MING'S PALACE BALCONY - DAY

Ming, Klytus, a dozen of Ming's personal guards overlook the
gathered populace.  Armored hoverskiffs flit past over the crowd.
Dale and Zogi come out.

                      MING
          Ah, come, my dear.  You see?  Our
          loyal subjects gather to pay thee
          tribute.

Dale takes his hand reluctantly, manages a wan smile.

                      MING
          Impressive, is it not?

                      DALE
          Yes... they... they don't look very
          happy, though.

                      MING
          Eh?  Easily remedied.  Klytus...
          the Empress desires that Our
          subjects look happy.

Klytus signals to his men.
 
                                                             107.

EXT. PALACE COURTYARD - DAY

Hoverskiffs filled with Shocktroopers swoop down on the crowds.

                      PA VOICE
          Look happy, you dogs!  Look happy!

They fire BLASTERS into the crowd.  The crowd panics.  More
troops wade into them on foot, striking out savagely with their
shock staves.

                      TROOPER
          You there -- look happy, swine!
          The Emperor commands it!  Smile,
          damn you, smile!

                      WOMAN
          Mercy -- he has no mouth!

                      TROOPER
          Mind your own business!

He clubs down several SCREAMING citizens.


EXT. MING'S PALACE BALCONY - DAY

Horrified, Dale grabs Ming's arm.

                      DALE
          What are they doing?!?

                      MING
          Making Our subjects joyous.  Are
          you not pleased?

Dale starts to protest, thinks better of it.  She weakly nods.
Ming smiles, surveys the crowd.  Dale looks horrified.  Behind
her, Zogi regards Ming darkly.


EXT. PALACE COURTYARD - DAY

Skimmers BLAST the helpless crowd.  Footsoldiers club them
savagely.

                      PA VOICE
          Rejoice, damn you!  Rejoice!


EXT. SEASIDE CLIFFS - DAY

The Lionmen march Flash and Aura along a forested path at the
edge of a high bluff.  Aura eyes the Lionmen warily.
 
                                                             108.

                      FLASH
          Don't these guys ever rest?

                      AURA
          I cannot let them take me to Thun's
          father, Droobridge.

                      FLASH
          Don't worry, I won't let them --

                      AURA
          There will be nothing you can do.
          He will seek vengeance against my
          father.

Flash glances at Kioga.

                      FLASH
          What about the laws?  They're
          pretty ferocious looking, but I
          managed to hold my own against
          Thun --

                      AURA
          Always so noble.  I've never before
          met your like.  I regret that I
          caused you so much trouble, Flash
          Gordon.

                      FLASH
          Listen, Aura... we have to stick
          together... ride this out.  We
          can --

She kisses him quickly.  As they walk, she pulls something from
her hair.

                      FLASH
          What --

She fires ELECTRICAL ENERGY BOLTS into the group, they fall.
Aura takes off through the trees.

                      KIOGA
          GET -- HER!

The Lionmen stagger to their feet, lope off after her.

                      FLASH
          Wait --

He gets up, Kioga grabs him in a bearhug, squeezes brutally.
Flash winces in agony.
 
                                                             109.

EXT. FOREST - DAY

Aura darts in and out, nimbly leaping fallen trees.  Four
Lionmen close relentlessly, eyes narrowed, fangs bared.

Flash rams his head back into Kioga's nose, knocks the Lionman's
legs from under him.  Flash takes off after Aura.


EXT. EDGE OF THE BLUFF - DAY

Aura breaks into the clear, the Lionmen gaining.  One cuts her
off -- she rams her weapon into his face.  The discharge hurls
him back several feet.  She runs for the edge, the others in
pursuit.

A Lionman grabs her -- Flash hits them with a flying tackle.
Everyone sprawls to the ground.  Aura lands hard, rolls toward
the edge -- and over.

                      FLASH
          AURA!

He kicks free and runs after her.  He leaps -- misses -- both go
over.  Kioga looks over the edge.


EXT. CLIFF - DAY

Flash and Aura hang from a thick, ropy nest of plants and
creepers several feet below.  The ground far beneath them is a
mass of jagged rock.

                      AURA
          Flash -- help --

                      FLASH
          Hang on --

He works his way hand over hand along thick viny growths toward
her.


EXT. BLUFF - DAY

Kioga slowly straightens up, smiles.


EXT. CLIFF - DAY

Flash reaches for Aura.  Suddenly -- vines erupt out of the
rock -- wrap tightly around both of them.
 
                                                             110.

                      FLASH
          What -- ungh!

Aura screams as they're lifted in thick, pulsing vines.  Flash
grimaces in pain as vines constrict... squeeze them.


EXT. BLUFF - DAY

Kioga growls his approval, nods to his men.  They lope off on
all fours.


EXT. CLIFF - DAY

Flash and Aura struggle in the hideous plant's clutches.  It
throbs, pulses, KEENS horribly as it squeezes them relentlessly.


EXT. CLIFF - DAY

Flash and Aura are squeezed murderously by the deadly plant.
Aura cries out in pain, Flash struggles weakly to break free.

                      FLASH
          ... Aura... hold... on...

The vines tighten, Flash and Aura turn red, squeezed brutally.
Suddenly -- an energy bolt BLASTS the vines holding Flash!

                      FLASH
          Uh --

The plant KEENS and shakes violently, in pain.  More bolts tear
at it -- with a SHRIEK, it releases them.

                      AURA
          ... ohhhhh...

They fall -- and are suddenly snared by a thick, spongy, plant
creature clinging to the side of the cliff.

                      FLASH AND AURA
          Uh -- oh!

Dazed, breathless, they're held tight as it launches itself off
the rocky face -- billows out several puffy bladders, and floats
toward the ground.

On the ground, they're surrounded by a dozen men and women in
forest camouflage, led by the Hooded Figure.  Crossbow weapons
point at Flash and Aura.  Flash nods shakily.
 
                                                             111.

                      FLASH
          ... yep... right on schedule...

He struggles weakly, then gives it up.  Hood studies them a
moment.

                      HOOD
          Bring them.

They prod the plant creature with their quarterstaffs.  It
shuffles off with them on its back.


EXT. MING'S PALACE - DAY

Military speeders soar through the skies.


INT. DUNGEON LEVEL

Dale and Zogi enter a dark corridor.  GROANS, HOWLS, CRIES of

pain and anguish echo around them.  Brutal alien guards eye them
as they pass.  He leads Dale to a cell.  Inside, Thun's chained
to a wall.

                      DALE
          Thun -- Do they have to do that to
          him?

                      ZOGI
          He is unharmed.  For now.  Be quick.

He limps away, the guards follow.  Dale kneels, reaches in
through the bars.  Thun stretches, their fingertips finally
touch.  There are tears in her eyes.

                      DALE
          Oh, Thun... God, I feel so --

                      THUN
          You shouldn't come here, Dale.

                      DALE
          That lying bastard!  He said they
          wouldn't hurt you...

Thun growls in wry amusement.

                      THUN
          He's kept his word... technically.

                      DALE
          Oh... Thun...
 
                                                             112.

He rumbles softly, shakes his maned head.

                      THUN
          Don't worry about me, girl.  How
          are you doing?

                      DALE
          I'm supposed to marry Ming.  How do
          you think I'm doing?

She wipes away her tears, Thun rumbles sympathetically.

                      DALE
          I'll find some way to get you out
          of here, I promise!

                      THUN
          You have more important concerns.
          You're the only one who can stop
          Ming.

                      DALE
          Me?!  How could I...?

She realizes where this is going, shakes her head.

                      THUN
          How long do you think he will keep
          his promise?  He'll conquer your
          planet... destroy it if he has to...
          that's what he does.  It's all up
          to you now, Dale.

Dale stares at him.

                      THUN
          Two worlds... no one else can save
          them.

She nods slowly, lowers her head.


EXT. ARBORIA - TREE CITY - DAY

The forest is a sprawling city formed from living trees.  Huge
branches form aerial walkways.  Hood leads his party toward a
massive, ancient tree.  Green-garbed men and women, all ages,
watch them guardedly.

                      FLASH
          Something tells me we're not much
          better off.
 
                                                             113.

INT. TREE CITY - DAY

The immense tree is a sprawling community, connected by ladders,
spiral stairs that wend around the trunk, suspended walkways.
Some inhabitants swing on vines.

Hood nods.  The plant is prodded until it releases Flash and Aura.

Flash looks around, impressed.  Aura shivers, huddles close to
him.

                      FLASH
          Wow...

                      HOOD
          Come with me.

Flash looks annoyed.  Rangers pull them to their feet.  They
move up a spiral walkway.

                      FLASH
          Any idea who these guys are?

                      AURA

          Rebel scum, most likely.

                      HOOD
          Careful, Princess Aura... today's
          rebel scum may be tomorrow's king.

                      AURA
          So, you know who I am.  Who are you?

                      HOOD
          An old friend of your father's.


INT. TREE CITADEL - DAY

It's formed by gigantic, ancient trees.  Shafts of golden
sunlight filter down from the heights, creating a mystical,
sacred atmosphere.  The idols are forest deities.

                      AURA
          Oh!

                      FLASH
          So, what happens now?  Another
          fight?  Can't we just sit down
          and --

                      HOOD
          Afraid, outworlder?
 
                                                             114.

                      FLASH
          I'm not the one hiding my identity,
          am I?

Hood throws his cowl back.  It's PRINCE BARIN.  Aura gasps.

                      AURA
          You!

                      FLASH
          You know this guy?

                      AURA
          Barin -- so-called "Prince" and
          pretender to the throne of Mongo --

Barin slams his sword down on a large tree stump.

                      BARIN
          Lies!  MY family ruled Mongo for
          generations... until your father
          attacked our kingdom.

                      AURA
          If you were unable to hold onto --

                      BARIN
          Ming claimed to want peaceful
          relations... then he slaughtered my
          family... and hundreds of other
          innocent people.

                      FLASH
          So you're no ally of his either.
          Why don't we --

Barin turns away, sits on a throne-like growth of wood and ivy.
A comely forest babe gives him a goblet.

                      BARIN
          Prepare him.  Bring in the other
          prisoner.

                      FLASH
          Hold on a minute, I'm not gonna --

                      BARIN
          You may opt for execution instead,
          if you prefer.

He sips at his drink, watches Flash.  Flash grumbles as they
slip a hood over his head.  The eyeholes are covered by a
faceted metal material.  Aura glares at Barin.
 
                                                             115.

                      AURA
          What are you going to do with me?

                      BARIN
          Take Her Highness to her quarters.
          I trust you'll find them to your
          liking.

RON-KEL, a Guard, takes Aura's arm, she pulls away.  After
another black look at Barin, she's marched away.  Two Forest Men
escort a hooded figure into the citadel.

                      FLASH
          Enlighten me... just how does this
          differ from an execution, again?

                      BARIN
          Trial by combat.  Our laws are
          just, they serve to weed out those
          who do not deserve mercy.

                      FLASH
          You can tell that just by lookin'
          at me, can you?

Guards tie the two combatants' forearms together with rawhide.
Barin moves toward a smoking brazier.

                      BARIN
          This is a war, outworlder.  I'm
          sure you can appreciate the fact
          that the location of our citadel
          must remain a secret...

                      FLASH
          Suppose I promise not to tell?

Barin picks up two daggers, dips them into a dark, steaming
liquid.  He puts them in Flash and the other figure's hands.  He
stops Flash from touching the blade.

                      BARIN
          They are dipped in krayt's blood.
          The slightest scratch means
          screaming madness... slow, agonizing
          death.  So, by the way, does
          refusing to cooperate.

                      FLASH
          As long as we have a choice...

                      BARIN
          Fight -- NOW!
 
                                                             116.

The other figure lashes out wildly.  Flash barely avoids the
slashing blade.  He catches the arm on the backswing.  They
wrestle, the other figure trips Flash.

He lands hard, the other on top of him.  A deadly dagger flashes
down --

Flash rams the other's wrist against his knee, disarms him.  He
slashes down -- severs the cord binding them.  They stumble
apart, whip off their hoods.  Flash is stunned to see:

                      ZARKOV
          Flash Gordon!

                      FLASH
          Dr. Zarkov!?!  Zarkov????  How in
          the Hell --

Zarkov hugs Flash tightly.

                      FLASH
          I thought you were dead!

                      ZARKOV
          I was badly hurt.  Badly.  These
          fellows found me, and brought me
          here.  But I never expected to
          see -- wait!  Where is the young
          lady?  Where?

                      FLASH
          A prisoner.

                      ZARKOV
          Ming.

                      FLASH
          Heard about him, huh?

                      ZARKOV
          I've picked up a bit... here and
          there.

Side-by-side, they face Barin and his people.

                      FLASH
          Gonna have to get your jollies
          someplace else, pal.

                      BARIN
          You prefer death?  Slay him, or die.

Dozens of weapons surround them.  Flash and Zarkov look around
at the ring of death.
 
                                                             117.

Barin raises his hand.  As it starts to fall --

BLACK SCREEN.  SUPER: "DON'T MISS THE NEXT EXCITING ADVENTURE --
"AGAINST A WORLD!"

                                                  FADE OUT.

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