THE UNDERDWELLERS
FADE IN:
EXT.  TOW TRUCK ON HIGHWAY (MOVING)  DAY
ARLOWE MIGNER rolls down the highway at a crisp pace.  The music playing is Rock-n-Roll and it's LOUD.  He bops his head to the music. 
INT.  TOW TRUCK  MOVING
Migner fumbles with a large coffee, trying to flip the little tab with his teeth while keeping his eyes on the road.  He jumps as he spills some in his lap.
MIGNER
Whew, that's hot!
He quickly puts the coffee down and reaches for napkins.
A beautiful young woman pulls up in the passing lane.  She's in a convertible and wearing a mini skirt and designer sunglasses.  She peeps over her glasses and watches. 
Migner finally notices and waves.  He gets a good look at her long lovely legs.
She smiles, waves then speeds away.
Migner watches her move down the highway.
MIGNER (CONT'D)
Nice car.
ARLOWE MIGNER, 35.  Good looks and athletic body.
INT.  MOTEL ROOM  DAY
JAMES KEMPER and his son, BILLY, are dressed in hiking gear.  James brushes his teeth as Billy paces the floor.  
JAMES KEMPER, a Fifty-year-old parent of two teenagers. 
BILLY KEMPER, 19.
The television is on with the sound muted.
Special Report scrolls across the televison screen.  A reporter stands roadside with a microphone as U.S. tanks roll past.
BILLY
Dad, you wanna hear this?  It looks serious.
James looks to the screen.
JAMES
No. I saw it already.
BILLY
I don't know?  You should at least call or something?
JAMES
What, cause somebody gets antsy halfway around the world?  I'm Port Authority Chief not the President. That has nothing to do with New York.
BILLY
Yeah, but-
JAMES
Look.  Nice try, but we're here and we're going. 
Billy walks over to the adjoining door and bangs hard.
BILLY
You ready yet?  Let's go!
JAMES
Leave her alone.  She'll be out in a minute.
James spits then walks over to the door.
INT.  ADJOINING ROOM
ANGELA "BUTTON" KEMPER, 18.  Also in hiking gear, she primps in the mirror.
JAMES
Honey, you ready? 
INT.  MOTEL ROOM
Billy plops down on one of the beds.
BILLY
Couldn't we have done something else.  We could've went fishing.  The boat show's at the Javits.  You said you were thinking of buying one.  But instead, we'll be crawling in some dark, smelly cave.  How do think
(thumbing to the other room)
she's gonna act?
JAMES
It's not what you think.  Wait and see.  It'll be an experience.  Besides, I wanted to get you two away from the hustle and bustle.
BILLY
Come on Dad, I wouldn't exactly call Upper Montclair hustle and bustle.
JAMES
You know what I mean.
ANGELA bursts through the door.
ANGELA
I'm ready Daddy.
She walks over and gives her father a kiss on the cheek.  She turns to her brother, arms outstretched.  Billy ducks under and heads for the door.
BILLY
Don't even try it.
EXT.  MOUNT WINSTON  PICNIC AREA -- DAY
DAPHNEY ACKERS is at the back of her truck.  The table is covered with everything one could possibly need while spelunking and she's still pulling stuff from the truck.
DAPHNEY ACKERS, a college senior.  She's beautiful, petite yet rugged.
She looks up as a car speeds into the parking lot, kicking dust and rocks everywhere.  It fish tales to a stop across the lot from her.  The dust cloud finds its way over to her.  She coughs while waving both arms.
She goes back to unloading, glancing over once or twice. After a few minutes, she stops and just watches, hands on hips.  A tall black woman gets out of the car, slams the door then leans on it, arms folded.
Daphney walks over to the woman and stands a few feet in front of her.  The woman stands there in khakis and a wind breaker. With her bottom lip poked out, she's furious and breathing heavily.  She pays no attention to Daphney.  Daphney waves a hand in the woman's face, breaking her from her trance.  The woman lets it all out.
WILLIAMS
I can't stand that man sometimes.  I mean who does he think he is?  Two months he had.  I bought the tickets.  I bought the equipment...
BETTY ANN WILLIAMS.  Black, 35-40, a New York City Police officer.  
Daphney doesn't say a word.  She's just shrugs her shoulders.
WILLIAMS (CONT'D)
I'm sorry, Baby.  You must think I'm some kind of a nut.
(Extending her hand)
I'm Betty Ann Williams.  Everybody calls me, "Wil."
DAPHNEY
Daphney, Daphney Ackers.  I'm your guide for today.
WILLIAMS
You sure?  Look at you.  You're so little.
DAPHNEY
I handle myself pretty well.
WILLIAMS
Okay now.
DAPHNEY
Well, I'm going to go finish packing.
WILLIAMS
I'm the first one here, huh.
DAPHNEY
Fortunately, yes.
They laugh.
DAPHNEY (CONT'D)
When you're ready come on over.
EXT.  PICNIC AREA 
Williams puts her pack down and sits at the table.  She watches Daphney stuffs equipment into her bag.
WILLIAMS
So you do this full time, spelunking?
DAPHNEY
Well, yes and no.  I study Speleology up at Albany State.  My last year, thank God.  I do this on the weekends.  So I'm kind of over qualified as a,
(giving quotation sign)
"Spelunker."  My official title is, Explorer.
WILLIAMS
Cool.
DAPHNEY
What about you?
WILLIAMS
I'm a cop.
DAPHNEY
Oh...
Migner and the Kempers have arrived.  Daphney is giving last minute instruction.
DAPHNEY (CONT'D)
You don't have to worry about your cars.  See the cabin over there.
She waves.
A ranger steps out the cabin door and waves back.
The group watches as a car pulls quickly into the lot.  A short black kid jumps out.  Half carrying his backpack with one hand and holding his pants up with the other.  He trips over untied boot laces as he makes his way toward the rest of the group.
ANTHONY
Sorry I'm late everybody.  I'm Anthony Hill.  "Ant," for short.
The group snickers.
ANTHONY (CONT'D)
Ahhh, y'all got jokes already.  I get it.  I'm short, ant-hill.  Ha! Ha!  Now.  What I miss?
Everyone just looks at him.
ANTHONY "ANT" HILL, 21.  A black college kid with a smart mouth.
DAPHNEY
Okay.  I pray that everyone received their list and has everything.
The group nods affirmatively.
DAPHNEY (CONT'D)
I've got extra water and a canister of oxygen.
MIGNER
You really gonna carry that pack. It's as big as you.
DAPHNEY
Let's just say I've gotten used to it.
WILLIAMS
You go, girl.
(to Migner)
What are you a male chauvinist or something?
MIGNER
I didn't mean it like that.
WILLIAMS
Um hum.  I see your kind everyday.
MIGNER
Oh this is gonna be fun.
DAPHNEY
Okay.  Before we start out I'll tell you a little bit about the mountain and its caverns.  If you look about half way up you can see where we'll be going in.
They look up toward the mountain.
BILLY
I wanna see Miss Prissy make that.
ANGELA
Kiss my prissy a-
JAMES
Hey.  I'm not listening to this stuff today.
ANGELA
Sorry, Daddy.
BILLY
Sorry, Daddy...  Little Bitch.
JAMES
You better watch your mouth.
Angela slips her brother the finger.
Everybody's putting on their gear as Daphney continues.
DAPHNEY
Mount Winston is in closest proximity to New York City.  As we get up a little ways you'll see that the view is breathtaking.
BILLY
I looked all over the Net for this place and couldn't find it.
DAPHNEY
That's because the caves were only discovered recently by Dr. Philip Winston.  About two years ago.  The mountain's name used to be Natoga. When Dr. Winston died a couple of months ago the mountain was renamed in his memory.  I'm in charge of website.  Unfortunately it's not up yet.  Didn't you get the brochure?  I sent you one.
JAMES
Ah, that's my fault.  I have them.
BILLY
Well, that explains that.
JAMES
I forgot. 
DAPHNEY
Okay, let's start out, shall we.  The path gets really tight and it's kind of steep.  We'll be going single file, okay.  Big Guy.
(nodding to Migner)
You take the point.
They start up the hill.  Angela and Anthony put earphones on, tuning themselves out.  Daphney and Williams watch them walk by.  Billy tunes a small transistor radio.
DAPHNEY (CONT'D)
Take your time.  I'll bring up the rear.  Can you guys hear me?
Angela and Anthony motion affirmatively.
EXT.  MOUNTAIN TRAIL -- DAY
The group climbs single file up the small path.
DAPHNEY
(calling out)
Hey, Migner?  When you get to that big rock up there, stop.  We'll take a break.
MIGNER
Yes, Sir.
WILLIAMS
(to Daphney)
He's a smart-ass.
DAPHNEY
He's cute, though.
WILLIAMS
Um hum, they're the worst ones.
EXT.  SMALL CLEARING
Migner stops at the roc.  There's a small clearing where everybody stops to rest.
They look out at the view of New York City.  It's a clear day and they can see all the way down the Hudson river to the bay.
WILLIAMS
(voice over)
Whoa!  You were right.  It is breathtaking.
Anthony slides his backpack off.  Winded, he bends over, hands on knees.
ANTHONY
Hell, the climb alone took my breath.
He takes out a camera from his bag.  He looks through the viewfinder and takes a picture.
BILLY
Nice digital.  
ANTHONY
Yeah.  You got one?
BILLY
No, not yet.  But my birthday'll be here soon.  Right Dad?
JAMES
You've got too many gadgets already.
ANGELA
What about me?  My birthday's this month.
James puts his arm around his daughter.
JAMES
And what does my little "Button" want?
ANGELA
I don't know.  But whatever it is, I hope it's shinny.
Billy waves them off and turns back to Anthony.
BILLY
I'm not trying to get in your business or nothing, but you should get into the habit of putting the strap around your wrist.
Anthony looks as if he wants to tell him to mind his business but catches himself.
ANTHONY
You're right.
He slips his hand through the loop and continues.
BILLY
What are you listening to, Rap?
ANTHONY
Rap.  The term is Hip-Hop and no, I'm listening to Jazz.  You from Jerzey? Only a white boy from Jerzey would ask me some shit like that.
ANGELA
Look Daddy, you can even see New Jersey.
JAMES
Beautiful, isn't it.
Billy strays away from the group.  He's listening to his radio.  He turns back.
BILLY
Hey you guys?  I think you hear this.
JAMES
What's wrong?
BILLY
They're taking about the war.
MIGNER
That's all they ever talk about.
Billy turns it up.
RADIO ANOUNCER
(voice over)
...Troops are being redeployed throughout Europe and the Middle East.  Russia, China and a number of other countries have stepped away from the Global Coalition Peace Talks and have taken a defensive posture...
ANGELA
So what?  We've been at war for years.
The radio can be heard in the background.
JAMES
Russia and China is far cry from Iraq and Afghanistan, dear heart.
BILLY
You got that right.
ANGELA
Whatever!  Can we get going now?
BILLY
No.  Wait.
Billy turns the radio up as LOUD as he can.  The announcer's voice echos down the mountain.
RADIO ANOUNCER
(voice over)
...We take you to the Pentagon where Secretary of State, Marsha Brown is about to address the Nation.
SECRETARY OF STATE
(voice over)
Yes.  It is my extreme regret to inform you that approximately five minutes ago, eighteen nuclear missiles were launched by Hostile Nations. They are directed at our allies as well as the eastern seaboard here in the U.S.
Audience on the radio can be heard gasping and grumbling.
WILLIAMS
What?
SECRETARY OF STATE
(voice over)
...Defensive measures have been taken as well as retaliatory strikes.  We hope to destroy many if not all-  incoming missiles.  This is not a drill!  I repeat!  This is not a drill!  People of America, God Bless You.
WILLIAMS
It's some kind of joke, right?
Eerly solenm, the annoucer speaks again.
RADIO ANOUNCER
(voice over)
We will stay on the air as long as possible.  Every Major City on the East coast has been targeted.  We urge you to take all necessary precautions.  As the Secretary has already alerted you to, this is not a drill.  I repeat, this is not a drill.
BILLY
Dad, what do we do?
ANGELA
I wanna go home.
ANTHONY
Home?  If this shit is real, you ain't gonna have no home to go to.
ANGELA
Daddy.  Let's go home.
DAPHNEY
Wait a minute.  He has a point.
WILLIAMS
But, my husband?
MIGNER
Listen if a bomb hits, the best place to be is in that mountain, right Ackers.
DAPHNEY
Well, we're pretty far from the city- 
JAMES
What if it is a hoax or something?  Like, "War of the Worlds."
WILLIAMS
What that?
JAMES
"War of the Worlds."  Orson Wells...
MIGNER
The radio show, right.  Flying Saucers attacked New Jersey.  Everybody thought it was real.
BILLY
No, I've been listening.  It's real all right.
DAPHNEY
If you guys want, we can call the trip off and head back.
BILLY
Listen to this.
RADIO ANOUNCER
We have been informed that some of the defensive missiles have hit their targets.  Unfortunately, New York's did not engage.  Estimated time of impact is ten minutes.  If my wife is listening, I love you.
BILLY
This is crazy.  This can't be happening.
Angela starts crying, almost throwing a tantrum.
ANGELA
Come on Daddy, let's go.
BILLY
Will you shut the fuck up?
JAMES
Hey!
Williams searches her back pack, frantically looking for something.
WILLIAMS
I've got to call my Baby.  My phone...  It's in the car.  Shit!
DAPHNEY
Here, use mine.
Daphney reaches in her pack and tosses her cell phone to Williams.  Williams catches it on the fly and walks down the path a ways.  She dials quickly.
WILLIAMS
Baby.  Baby, are you there?
(listens)
I'm sorry about this morning.  I didn't even get my kiss.
(kisses into the phone)
I love you.
Holding the phone to her chest, she walks teary eyed back to the group.
DAPHNEY
Everything okay, now?
Williams breaks down crying.
WILLIAMS
No.  I got the answering machine.
Daphney grabs her and hugs her.
Air raid horns and sirens can be heard in the distance.
MIGNER
All right.  Let's go.  We head for the caves.  If nothing happens in the next few minutes, we go home.
The group moves up the trail.  Daphney holds on to Williams, who's still shaken.  No one says a word.  They separately take peeks back down the mountain every few seconds.  The Radio Announcer continues through the silence.
RADIO ANOUNCER
(voice over)
We urge everyone listening to get to an Air Raid Shelter or a basement-
The announcement ends abruptly, only static can be heard.
A second later the entire sky turns from morning blue to a bright flash of hot white.  It takes a good second before the thunderous explosion is heard.
The group instinctively cover their faces and run up the trail, the ground trembling beneath them.
EXT.  CAVE ENTRANCE
They stand at the cavern opening, frozen at the sight of the large MUSHROOM CLOUD.
WILLIAMS
Oh my god!
BILLY
Dad?  What do we do?
JAMES
We- 
DAPHNEY
We go in.
ANGELA
Daddy? 
WILLIAMS
I can't.  I gotta get back?
ANTHONY
And do what?
MIGNER
We're far enough away, right?
DAPHNEY
Let's just think for- 
Another explosion, much closer this time, knocks everyone off their feet.
Small pebbles followed by bigger pieces of rock start pelt the daze group. 
Daphney snaps everyone back again.
DAPHNEY (CONT'D)
Let's go.  We've got about a minute to get as far into this mountain as we can.
Daphney puts her hard hat on, turns on her flashlight and starts down into the mountain.
DAPHNEY (CONT'D)
Okay.  Follow me.
One by one they follow her down into a rather tight opening.  Migner is last.  He hands his pack down first. 
MIGNER
I ain't gonna fit. 
He looks up to see two large boulders bouncing down towards him and quickly squeezes in.
INT.  THE CAVERNS
The small opening barely gives them enough light to see the path clearly.
MIGNER
I'm in.
Anthony hands him his pack back and they're off.  They half run, half slide as fast as they can, using the small lights on their helmets.  The whole group is thrown forward as the cave entrance collapses.
Dust and debris covers everything.  They get up slowly coughing and dusting themselves off.  Everyone except James.   He's semiconscious and holding his head.  Angela seeing her father, runs over.
ANGELA
Daddy!  Are you okay?
She and Billy help him sit up.
JAMES
I guess so.  
MIGNER
Well, that entrance is close.
(to Daphney)
Is there another way out?
DAPHNEY
I don't know.
MIGNER
What do you mean you don't know?
DAPHNEY
I told you.  This is a new cave.  I've only been in about a mile.  As far as I know, 
(pointing to entrance)
that's the only way out.
WILLIAMS
That's great!  What do we do now?
DAPHNEY
Well, we're not digging through that.  So we have to look for another way out.
Angela looses it.
ANGELA
This is insane.  I can't take it.  I want to get out of here.
James consoles his daughter.
JAMES
It's okay, Baby.
DAPHNEY
Okay.  Let's go.
They slowly start out again.
The group works its way deeper into the cave.  Billy helps his father along.
WILLIAMS
I'm not complaining or nothing but I'm tired.  Can we stop for a minute?
DAPHNEY
Sure.  
They take off their packs, helmets and find a place to sit.
A slow drip of water echos throughout the cave.
ANTHONY
(calling out)
Hello!
An echo of his voice seems to go on forever.
WILLIAMS
What do you think this is some kind of joke?  You know how many people must of died up there?  Ant!
ANTHONY
Excuse me?
WILLIAMS
My husband's up there.  Everybody's got somebody up there and you here playining.
ANTHONY
Yo, Lady.  You don't know me.  You don't know nothing about me.  My Mom and family's up there too.  Who are you to judge me?
Someone is watching the group's every move.
MIGNER
Look, you guys don't get it, do you?  Look around.  There's nobody here but us.  We're all we got.  So quiet down and get some rest.
ANGELA
What are you, God now?
BILLY
She's right.  Barking orders like some damn Drill Sergeant.
DAPHNEY
(yelling)
Will you guys stop.
Her voice echos loudly causing two rather large stalagmites to fall from the ceiling.  Daphney and Migner barely get out of the way as pointed pieces of rock disintegrate upon hitting the cavern floor.  The two brush themselves off.
DAPHNEY (CONT'D)
Look.  This can be a very dangerous place.  
BILLY
Can be?
DAPHNEY
If we don't work together, we can all die down here.  Besides, Migner's right.  We don't know how bad it is up there but if we don't pull together, we don't stand a chance of getting back.
ANTHONY
Ain't you suppose to stay away for like forty days and forty nights or some shit like that?
WILLIAMS
Will you shut up?
ANTHONY
But I'm say'n.  You seen that shit.  What, we gonna go do?  We can't even help our damn selves.  Why they drop a bomb in the woods anyway? 
(to Williams)
And don't tell me to shut up.
JAMES
It's a... was a underground military base.
DAPHNEY
Up here?
JAMES
It was suppose to be a secret.
MIGNER
Some secret.
BILLY
Dad let me get that a pedometer?
JAMES
What?
BILLY
On your belt. 
James searches his waistbline, then gives it to Billy.  
JAMES
I forgot about it. 
Looking at it he walks over to Daphney.
BILLY
Look, we're already about two miles in.
WILLIAMS
Danm, mind don't do that. 
DAPHNEY
Can it tell you how far down we are?
BILLY
Yeah, we're at twenty-six hundred feet below the surface.
JAMES
That's half a mile.
ANTHONY
Hey, can I see that?
Anthony and Billy walk off looking at the gadget.
BILLY
It's got a built in way finder.
ANTHONY
What else can it do? 
Feeling she's being watched, Daphney looks off into the darkness.  Migner grabs Daphney by the arm.  She jumps.  He pulls her over to the side.
MIGNER
(whispering)
Sorry.  Look, that thing said we're a half-mile underground.
DAPHNEY
I knew we were going down, but-
MIGNER
Yeah.  Well, shouldn't we be going up.  What do we do?
DAPHNEY
I don't know.
Migner pauses for a moment.
MIGNER
Make up something.
DAPHNEY
What?
MIGNER
Make something up.  Like you know where we're going.
DAPHNEY
But I don't know where we're going.
MIGNER
I don't know.  Say you just remembered...  Listen, we've got a little food and even less water.  If we can't find fresh water or a way out of here, we're not going to make it.
DAPHNEY
I understand.
Migner starts to walk away.  Daphney pulls him by the arm.
DAPHNEY (CONT'D)
Mig.  Can I tell you something?
MIGNER
Yeah, what's up?
DAPHNEY
I keep getting the feeling, we're being watched.
MIGNER
Watched.  By what, bugs?  Come on now.  Don't go getting spaced on me.
DAPHNEY
I know.  I'm okay... really.
Migner smiles.
MIGNER
What ever you do, don't tell them that.
Anthony calls over.
ANTHONY
What are y'all fallin' in love or something'?
They walk back towards the group.
WILLIAMS
So what's the plan?
DAPHNEY
Listen, I'm not going to stand here and act like I know where we're going...
Migner plops down and shakes his head.
DAPHNEY (CONT'D)
But I do know Dr. Winston-
BILLY
Dr. Winston is dead!  What, are you guessing?
DAPHNEY
Let me finish.  He told me there had to be at least three or four ways in due to the size.
BILLY
So he's guessing?
Migner stands up.
MIGNER
No, really.  She was just telling me there should be a way out about a half a mile ahead.
The sound of flutering is heard off in the distance.  No one knows what it is.  
The noise is now deafening.  Everybody looks around trying to figure out what it is and where it's coming from.
Migner yells.
MIGNER (CONT'D)
Get down!
They hit the ground.  Thousands of BATS fly a few feet from their heads.  James and Billy cover Angela's head.  She's kicking and screaming.  Migner does the same for Daphney.  A few seconds pass as the bats fly back off into the darkness.  They lay there a few seconds longer.  One by one they get up dusting themselves off again.
DAPHNEY
Okay.  Let's go.
ANTHONY
Which way?
Daphney motions in the direction the bats went.
DAPHNEY
That way.
ANGELA
The bats went that way.
DAPHNEY
The bats know more about this place than we do.  I got the point.  Mig, you take the rear.
They start off again.  Daphney hesitates as she looks again into the darkness.
LATER 
Daphney stops.  She calls out.
DAPHNEY (CONT'D)
We got another fork up here.
She takes off her pack and kneels down.  She pulls out two plain white candles and a pack of matches.  
Daphney stands up and hands one of the lit candles to Williams.
DAPHNEY (CONT'D)
Walk over there a few feet.
She cautiously moves into one the tunnels.  Daphney does the same in the other direction.  She calls to Williams.
DAPHNEY (CONT'D)
Got anything?
WILLIAMS
I don't know.  What am I looking for?
DAPHNEY
The candle, look at the candle.  The flame, is it moving?
WILLIAMS
Nooo.
DAPHNEY
Well mine is.  We go this way.
Williams blows out the candle, then moves quickly to catch up with the rest as they follow Daphney.
They head deeper into the cave.  They're all connected by a guideline now.
DAPHNEY (CONT'D)
Billy, how far down are we?
BILLY
You don't want to know.
DAPHNEY
What, three thousand?
BILLY
Try forty-one.
DAPHNEY
Is that thing right?
JAMES
It's a gift but it's right all right.
DAPHNEY
We should have hit water or something.
ANTHONY
(drinking his last)
Talk about water, I'm out.
MIGNER
Yeah, me too.
ANGELA
It's getting cold.
MIGNER
Yeah.  There is a little breeze blowing through-
DAPHNEY
Shhh.
BILLY, MIGNER
What?
DAPHNEY
Listen...  Hear it?
MIGNER
What do you hear?
DAPHNEY
Water.
WILLIAMS
Girl, you got some hellified hearing, cause I don't hear nothing.
BILLY
Me neither.
DAPHNEY
Come on.
They slowly work their way down a path.  It seems harmless at first but quickly gets steeper.  The group is nearly running as gravity pulls on them.  One by one they begin to tumble until they all end up on a ledge of a deep gorge.  Rocks and pebbels go over the edge.  Angela looses her hard hat.  Daphney holds tight to a stalactite that keeps from going over the edge.  Her feet dangle over the darkness.  Using the line they help her up.
DAPHNEY (CONT'D)
Everybody okay?
WILLIAMS
(helping Daphney)
Are you okay?
DAPHNEY
Yeah.
Still sluggish from the fall they look around.
MIGNER
Where the hell are we?
They stand there, lights piercing the darkness in all directions.  They look up at the place from which the fell. Every word bouncing off the shadows.
WILLIAMS
Damn!
They shine their lights down over the ledge.  The beams of light can't reach the bottom.  They notice a wall and small path about fifteen feet across the chasm.
Daphney takes off her backpack and takes out two packages.  Opening them, she smacks two glow sticks about the size of fishing bats against a nearby rock.  They light up the immediate area.  She hands one to Migner.
The rush of water can be heard.
ANTHONY
I can hear the water, now.
BILLY
(looking over the edge)
Yeah but where is it?
Billy pans his light across the gorge, down along the path. He sees A small hole with light shinning through it.
BILLY (CONT'D)
Look!  Down there.  There's an opening.
WILLIAMS
Maybe, it's the way out.
JAMES
We've got to get over there.
MIGNER
Yeah.  But how?
Anthony takes out his camera and walks down a little ways.
Looking through the view finder, he sees someone or somthing moving near the opening.  He snaps the shot.
He quickly looks up over the camera to see what it was.  Whatever it was is gone.
ANTHONY
You guys see that?  There's something down there. 
DAPHNEY
What did you see?
ANTHONY
I don't know but I think I got a shot of it.
ANGELA
Did you say, it?
He trips and falls.  The camera sails over the edge.
ANTHONY
Damn it!
The group stands there waiting to hear something.  Finally after what seems like an eternity a splash can be heard.  Billy helps him to his feet.
ANTHONY (CONT'D)
Did you see it?
BILLY
I didn't see anything.
DAPHNEY
I knew it-
Migner pinches her.
DAPHNEY (CONT'D)
Oww!
Migner shakes his head and gives her the, "keep quiet" look.
MIGNER
Well, whatever it was, it's gone now.  We've got to find away across.
She follows his lead.
DAPHNEY
Yeah, these caves are tricky, makes you see things sometimes.
ANTHONY
Ahh, maybe you're right.
Migner cautiously walks along the ledge.  The glow stick piercing the blackness.  Seeing something he calls out.
MIGNER
Hey!  Over here.
There's a long slate-like bridge extending from one end of the gorge to the other.  They move closer.
JAMES
A bridge?
BILLY
That's man made.  Looks like it's been there for years.
WILLIAMS
It's gotta be the way out.
They make their way over to the bridge.  It's very narrow,  barely room for one at a time.  Angela takes one look and loses it again.
ANGELA
I'm not going across that.  I can't. I can't do it.
Daphney's on the bridge already, she's balancing herself as if she were a tightrope walker.  When she makes it to the other side she lets out a sigh of relief.
DAPHNEY
Billy, catch the rope.
She unhooks the rope from her shoulder and ties it around her waist.  She tosses the other end to Billy then takes two guide clips and shoots them across the rope.
DAPHNEY (CONT'D)
Migner, wrap it around your waist a couple of times.
Daphney takes a position behind a rock, feet propped up against it, she braces herself.
DAPHNEY (CONT'D)
Okay.  Who's next?
ANTHONY
I got it.
They turn and look at him.
ANTHONY (CONT'D)
...so I can help hold the rope.  Damn!
He leaps the last foot or so to the opposite side.
DAPHNEY
Billy, you're next.
Billy crosses, then calls to his sister.
BILLY
Okay, Button.  Let's do it.
Angela is in her father's arms, her head buried in his chest.
JAMES
Okay, baby.  I... we, need you to do it.  Just hold on to the rope and don't look down.
James makes sure her clips are secure then literally pushes his daughter onto the bridge.
BILLY
Look at me.  Right here, right at me.
Angela takes the first step, stops and looks back over her shoulder.
ANGELA
I Love you, Daddy.
WILLIAMS
Go on, baby.  You can do it.
Halfway across she gets nervous.  She starts to look down then slips.  She falls, catching the bridge with both hands.  She sceames. 
ANGELA
Daddy!
Williams helps Migner hold on.  Billy and Anthony help Daphney.  James runs onto the bridge.  No rope, or guides.  
Straddling the bridge, he quickly grabs hold to his daughter's arm.  Everyone shouts encouragement.  He pulls her up.  With her father sitting on the bridge, she makes it to the waiting arms of her older brother.  The group cheers.
Single file with their backs to the wall, they ease their way towards the opening.  Daphney gets down on her knees and pokes her head through.
UNDERGROUND OASIS
She looks in amazement at a beautiful subterranean cove.  A narrow waterfall, about thirty feet high empties into a clear water spring.  She reaches out to touch the soft green carpet of moss like grass that extends right up to the waters edge.  On the walls of the cave are lit oil lanterns.  A few feet above the lamps are a series of lights that are not on, every ten feet or so.
The rest of the group waits outside the opening.
The rush of water can be heard.  It's getting louder.
JAMES
Listen?
MIGNER
The water.
They shine their lights downward.  The water is rising rapidly.
INT.  UNDERGROUND OASIS
BILLY
(voice over)
Hurry up.  The water's coming.
His words break her from her daze.
DAPHNEY
What?
Billy pushes her through.
One by one they get through the opening.  Williams and Migner are the last.  They're frozen with fear.
WILLIAMS
It's rising.  We're not going to make it.
The water moves right up to the ledge.  Then as fast as it rises it starts to recede.
MIGNER
That was close.
INT.  UNDERGROUND OASIS
As they get through, Daphney's in her bag.  The others head straight for the water.
WILLIAMS
(to Migner)
Look at'em.  They don't care.
DAPHNEY
Don't drink that!  I've got to test it first.
BILLY
You guys okay?
Daphney takes some of the water into a small tube and shakes it.  She looks at it for a second then gives the thumbs up.  They all fall to their knees to take in some much needed water.
The group sits, resting.  Angela's asleep next to her Dad. The others try and figure out their next move.  The waterfall almost silently pours water into the pool. 
MIGNER
So we're going back the way we came?
DAPHNEY
I don't see any other way.  This is a dead end.  It's beautiful, but it's still a dead end.
JAMES
Well, somebody's been through here recently.  Those oil lamps don't light by themselves.
MIGNER
Forget the lamps, the other lights look brand new.
WILLIAMS
I wonder what they're for.
Billy stands up and walks back towards the water.
BILLY
Where is it going?
MIGNER
What?
BILLY
The water.  If it's not rising, where is it going?
Billy walks closer to the waters edge, Migner follows.  They stand there looking.
As the two of them walk away from the water's edge, the lights on the walls start to strobe in concession.
The sound of moving water startles them.  The rest of the group jumps to their feet when four men appear from the water.  The men are wearing wet suits and flippers.
The two groups stand there silently looking each other over.  Anthony breaks the silence.
ANTHONY
Man are we glad to see you guys.
BILLY
You are here to rescue us, right?
Keeping her eyes on the strangers, Williams moves over to her bag.
WILLIAMS
Who are you?
The strangers remain silent.
She quickly reaches into her bag and pulls out a nine-millimeter pistol and aims at the strangers.  Daphney jumps at the sight of the gun.
Williams moves forward.
WILLIAMS (CONT'D)
I said, who the Hell are you?
Angela hits Migner on the arm.
ANGELA
(talking under her breath)
Do something?
MIGNER
Hell, she's got the gun.
Williams takes another step.
One of the men steps forward.  On his right hand is a black glove.  The glove has a large diamond attached to the palm.  He raises the gloved hand towards Williams.  Williams takes aim, center mass.
The gun starts to glow, red hot.
Williams drops it to the ground.  She drops to one knee shaking her hand as she screams in pain.  Daphney moves to help.
WILLIAMS' HAND is burned and blistered
LIDO
(with outstretched arms)
We wish not to harm you.
LIDO, (pronounced, LEED-DO) stands about six feet, three.  He is humble in demeanor and speaks softly.
Lido walks towards Williams.  So does Migner.
MIGNER
Oh Yeah?  What the Hell do you call that?
LIDO
I was protecting myself and my men.
Daphney moves back in fear, only to trip and fall.  Migner pulls Williams to her feet.  Lido reaches for Williams.  She takes a step back.  Migner puts his arm out.  Lido uses the crystal to easily keep Migner at bay.  Migner struggles but can't move.
The rest of Lido's crew stands fast.
WILLIAMS
Don't you touch me.
He quickly grabs Williams by the arm.
LIDO
This will not hurt.
He opens his mouth wide and lets out a stream of green slime that covers Williams' hand.  The group watches in amazement after their initial disgust.  Williams pulls away.
The slime slowly disappears revealing neither burns nor scars.  She rubs her hands together then works her right a couple of times to see if it's okay.
Lido picks up the gun, which has been rendered useless, examines it then tosses it to the side.  He walks back towards his men and turns around.
MIGNER
So, who are you?
LIDO
Should I not be asking you?
Migner speaks fast in sarcasm, raising his voice to a yell.
MIGNER
Okay.  We were a on a spelunking trip.  New York's bombed to shit and we're trapped in this God Forsaken Place!
Lido remains calm throughout Migner's tirade.
MIGNER (CONT'D)
(calmly)
Now.  Who the Hell are you?
LIDO
I am Lido and this is Shamballa.
ANTHONY
You're kidding' right?
LIDO
I am Chief Security Officer and Liaison of the Shambalian race.
DAPHNEY
Look Mister.  We're just trying to get back home.
ANTHONY
What's left of it.
BILLY
Wait a minute.  I've heard of it.  It's supposed to be some underground city.  The Underdwellers.  Hell, there's even a religion.
LIDO
What the young man says is true.
WILLIAMS
Listen, that's all well and good but a, I've got to go.  
DAPHNEY
Can you get us out of here?
LIDO
We know of the devastation above. You are safe here.
JAMES
Sir.  You don't understand.  We have family up there, people we need to find out about.  No matter how bad it is up there we need to know?
LIDO
You are in need of food and rest.  You will come with me.
WILLIAMS
Maybe you didn't hear me.  We're trying to get home.
LIDO
You are in need of my assistance. Without it you will not survive.
MIGNER
Maybe we'll just take our chances.
DAPHNEY
Wait a minute, now.  We could all use a decent meal and some sleep.
JAMES
She's right.
ANTHONY
I'm starving.  What kind of food y'all got?
LIDO
The food is very adequate.  You will come.
MIGNER
I don't know, guys.
DAPHNEY
We don't have a choice.
Lido turns to his men.  He speaks to them in an unrecognizable language (Shambalian).  The two of them dive into the water.
The two men have returned along with two women.  Two air tight containers sits between the groups, GOVERNMENT ISSUE, stenciled on the side.
The containers are opened and wet suits and scuba gear is handed out.  
The girls head for a large rock.
ANTHONY
Like, y'all got something we ain't seen before.
WILLIAMS
Well you won't see mine!
ANTHONY
(under his breath)
I wasn't talking about you, anyway.
WILLIAMS
I heard that.
JAMES
Excuse me.  That's my daughter back there.
MIGNER
Yeah.  Have some respect.
ANTHONY
My bad, Dog.  I forgot.
Migner and James instruct the others in using the breathing apparatus.   Shambalians pack the groups gear away.
One by one they jump into the water.
UNDERWATER
The entire group swims.  The visibility is extremely clear.  Off in the distance is large glowing light.  As they swim, it becomes bigger and brighter.
INT.  SHAMBALLA  INTAKE
Lido and others help as the group members one by one jump/fall into a shallow pool filled with seaweed.  Excited, Anthony jumps up and rips his scuba gear from his face.
ANTHONY
That was great!
The rest of them take off their head gear and look around.
MIGNER
Now where the hell are we?
It's some sort of military installation.  Red warning lights are flashing, a horn blaring.  Video cameras slowly pan back and forth.  The same system of blinking lights as before ring the complex.
A woman in a solid green jump suit stands on a platform.  Overhead there's a control room with two men observing the group's arrival from behind a large glass window.  Off to the side is another humongus circular door that reaches nearly to the top of the room.
Migner, Anthony and Angela follow Lido.  James, Billy and Daphney walk over to the vertical wall of water.
JAMES
Look how big it is.
Billy hesitates, then takes his arm and sticks into the water and pulls it back.
BILLY
That's crazy.
Over a speaker system a command of, "CLEAR" can be heard. They jump back as a huge door slowly closes from either side.
The three of them slosh through the plants until they reach stairs.  The woman hands them towels from a cart.
Migner, while drying his hair notices that the towel has Marriot inlaid on it.  
He shows it to Daphney.
Lido addresses them.
LIDO
Welcome to Shamballa.  You will soon realize that this is not much different than the society you came from.
WILLIAMS
So where are you from?
Lido looks confused.
WILLIAMS (CONT'D)
You know, City, State?
LIDO
(thinking a moment)
I'm from here.
He turns and starts walking towards a door.  No one moves.
ANGELA
What about our stuff?
Lido keeps walking.
LIDO
You will receive your things.  Follow me.
They follow.  He leads them to a door with four unrecognizable symbols.  Lido holds his right hand up near a metal plate on the wall.  A set of small lights switch from red to green as the door slides open.
INT.  THE CORRIDORS
Two ROBOTS (DROIDS), stand guard.  They step forward, blocking the way until Lido raises his hand.  The Droids stand down and the group continues on.
The DROIDS.  Each are numbered across their chest.  
They continue into a rock cut-out tunnel with dim overhead lighting.  Again cameras scan the area and the strobes flash.
BILLY
Robots?
WILLIAMS
Those damn lights are giving me a headache.
LIDO
You will be allowed to shower and receive nourishment.
INT.  THE BARRACKS
Lido and the group stand in a middle of rock cut-out room.  The same dim lighting as in the corridor line the ceiling.  Five sets of bunk beds sit on opposite sides of the room.  Army issue footlockers sit at the foot of each.  Khaki jump suits are laid out on seven beds, boots and shower shoes below.  The container of their belongings is over to the side.  Every area in Shamballa is equipped with the flashing strobes.
The complaining starts.
WILLIAMS
What is this?
MIGNER
You expect us to stay in this dump?
ANGELA
How long do we have to stay here?
ANTHONY
When do we eat?  I'm starving.
Everyone stops and looks at Anthony.
LIDO
Please, remain calm.  You will only be here a short while.
He points to two doors at the rear of the room.
LIDO (CONT'D)
The bathroom and shower areas are there, your belongings, there.  When everyone is dressed, you will be escorted to your meal.
Lido leaves.  The strobes stop.  The group notices.
WILLIAMS
Thank God.
They start to look around, checking out the bunks and lockers.
JAMES
It's like being in boot camp.
DAPHNEY
How'd they get all this stuff down here?
BILLY
How the Hell did they keep this place a secret?
Angela is already headed for the shower.
ANTHONY
Yeah, hurry up y'all, so we can eat.
Anthony scoops up some shower gear and heads for the shower. He's headed towards the same bathroom as Angela.
MIGNER
Yo!
Anthony, without a word changes direction on a dime and heads for the other bathroom.
CAFETERIA
The cafeteria is fairly large.  It looks like your average military mess hall.  Everyone is wearing varying colored jump suits.  The room is crowded and in constant motion.  It's unusually quiet, people entering, eating then leaving.  Droids stand post at the entrance and exit.
A woman leads the group up to the serving line.  A strange yet calming music plays softly.  They fall in line behind other people.
ANTHONY
What's that weird ass music?
WOMAN
It has a relaxing effect on the masses.  With such a large number of people being accommodated, there is no room for aggression.
The food looks excellent.  There's everything from breakfast food to steak and potatoes.  Near the water dispenser, there's a larger dispencer filled with a dark green liquid.  There's a long line of people waiting to get to it.
ANTHONY
So what's that green shit everybody's drinking'?
WOMAN
Because of the difficult strains of bacteria underground, it is required that all residents and guests drink it.
WILLIAMS
Okay, but what is it?
WOMAN
A simple mixture of vitamins and nutrients.  It's quite tasty actually. Well, if there are no more questions.  I will be waiting outside the exit to take you back to your room.  Enjoy.
WILLIAMS
Yes, I have a question.  Can you turn off those damn lights?
WOMAN
Sorry.
The woman walks away.
JAMES
This is some spread.
BILLY
I hope they're not fattening us up?
DAPHNEY
Don't say that.
Anthony lifts the lid off of a tray of pork chops.
ANTHONY
Damn!  Swine.
WILLIAMS
Boy, pork ain't never hurt nobody.
ANTHONY
I don't care if it gave birth to the baby Jesus.  I ain't eatin' no Pork, and what's this boy shit?
WILLIAMS
What?  You a Muuuslim or something?
ANTHONY
What's that got to do with it?  Look.  I don't care if you eat it.  Why should you care if I don't.
DAPHNEY
I don't eat it either.
MIGNER
Well I do.  Get out the way.
Migner playfully nudges himself between the two of them to get at the chops.
They find a open table and sit down.  Anthony's tray is full.  Some of the group members drink the green liquid others have water.
WILLIAMS
This place gives me the willies.
DAPHNEY
I know what you mean.
ANTHONY
Yo.  How's the green shit?
BILLY
I'm not drinking it.
ANGELA
(mocking the woman)
Quite tasty, actually.
MIGNER
(to Williams)
How come you didn't tell us you were a cop?
WILLIAMS
I didn't know I had to.
MIGNER
I'm just saying.  You're walking around with a gun...
WILLIAMS
Totally legal.
ANTHONY
Man.  You better leave her alone, she might have another one stuffed somewhere.
WILLIAMS
I don't like you.
ANTHONY
(mouth full of food)
I know you don't.
The group is finishing up.
ANTHONY (CONT'D)
That was Damn good.
MIGNER
Yeah, I'm stuffed.
ANTHONY
The green shit wasn't bad either.
BILLY
See.  They probably are cannibals or something.
DAPHNEY
Stop.
A yong man, tray in hand, walks by the table.  He gives Angela the, "Love at first sight" kind of look."  She smiles at him.  James and Billy watch the kid the whole time. 
JAMES
What is he looking at?
Billy gets his father's attention.
BILLY
(nodding towards his sister)
Dad.
Angela is blushing.  James takes one look at his daughter then half-heartedly calls out to the boy.
JAMES
Hey!
The young man continues on.  The girls in the group giggle.
ANGELA
Daddy.
BILLY
Maybe your little Button is finally growing up.
Getting up from his seat, Billy rubs his sister's head.  She pushes him away.
JAMES
Let's get out of here.
THE BARRACKS
The strobes activate as soon as they enter.  Angela heads straight for her bunk.
WOMAN
You will sleep now.
MIGNER
(mocking the woman)
You will sleep now.  What if I don't want to sleep now?
The woman has no reaction.  She walks to the door, raises her gloved hand, opening it.  Migner runs over to the door.  A Droid appears.  Migner stops in his tracks.  She exits.  The door closes, the strobes stop and the lights dim slightly.  He kicks the door.
MIGNER (CONT'D)
I feel like a prisoner.
JAMES
Well, there's nothing we can do right now.  Try to get some sleep.
Anthony is over in the corner, digging deep into the container.
ANTHONY
They took the I-Pods.
Billy rushes over.
BILLY
What about the-
ANTHONY
Yup.  It's gone too.
Daphney holds up her arm.
DAPHNEY
At least we have a watch.
The group settles in.
Migner's lying in his bunk, his hands behind his head.
MIGNER
What time is it?
DAPHNEY
(voice over)
It's about Two-fifteen.
MIGNER
A.M.?
DAPHNEY
(voice over)
P.M.
MIGNER
That's over Twenty-four hours with no sleep.
Within seconds Migner is out cold.
MOMENTS LATER
Migner snores loudly.
ANTHONY
Damn!
They struggle to get some sleep. 
MORNING
The lights come up as a bell resembling an elevator, sounds.  Everyone starts to wake.
ANTHONY
What the Hell was that?
MIGNER
What time is it?
DAPHNEY
Six.
MIGNER
P.M.?
DAPHNEY, WILLIAMS AND ANTHONY
(loudly)
A.M.
ANTHONY
Yo, Bro.  You need to get that fixed.
MIGNER
What?
LATER
Everyone is dressed.  The strobes start to blink.  The door opens and Lido walks in.  He's dressed in a long burgundy robe.
LIDO
Good morning.
MIGNER
What's good about it?
WILLIAMS
Yeah.  We've got some questions?
LIDO
After you have eaten, most of your questions will be answered.
ANTHONY
Well let's go then.  I'm hungry.
The group looks at Anthony again.
INT.  THE CORRIDORS
Lido leads the group through the corridors.  The strobes continue.  They pass other groups.  No one pays them any attention.
ANTHONY
Yo.  The food's pretty good!
ANGELA
Tasty too. 
DAPHNEY
You're going to get fat.
ANTHONY
(sucking his teeth)
They need to get some toothpicks up in this piece.
They come up to a group of doors gaurded by two Droids.  The Droids start to step up only to be stopped by the wave of Lido's hand.
INT.  SOUTH TRANSPORT
The door opens to reveal a busy transport system.  People are everywhere, again in jump suits of varying colors.  They stand in long lines getting on and off open-air trams.  There are three different tunnels.  Signs above the tunnels read: WEST, MASS TRANSPORT AND ARENA, and EAST.  They're in both Shambalian and English.  Above is another control room.
Lido heads towards the center tunnel.  The group follows in wonderment.
JAMES
What's the population here?
LIDO
Five-hundred thousand,one hundred fifty-two.
ANTHONY
What's the crime rate?
LIDO
Point two.
As they walk, people move to the side, giving the group plenty of room.  A tram arrives.  Only Lido and his guests board.  The rest of the tram is left empty.  They buckle up as the tram takes off.
INT. TRAM TUNNEL
Overhead lights whiz by, the strobes move in the opposite direction.  They slow, as the tram arrives at its destination.
INT.  MASS TRANSPORT
Again everyone moves out of the way.  This station is larger.  Thousands of people move between four tunnels.  NORTH, SOUTH, EAST and WEST.  Lido leads them to a group of fire type doors.  He opens one manually and walks through.
INT.  ARENA CORRIDOR
In the short hallway, loud yet muffled cheers can be heard.  More doors stand between them and the noise.  Lido turns and addresses the group.
LIDO
Remember, you will not be harmed.  Listen carefully to what is being relayed to you.  One thing more. Speak only when you are spoken to.
MIGNER
Now you're telling us when to talk?
WILLIAMS
Listen, you fed us good.  We got some sleep but a... I'm ready to go.
ANGELA
Me too.
JAMES
When can we expect to be to be leaving?
LIDO
You are to stand before the Elders.  TALANGA, Supreme Empress of Shamballa will address you.
MIGNER
Supreme Empress?  Come on.  We're trying get home.
LIDO
Understand.  This is not your society, it is ours.  I advise you Sir, use some tact and measure your tongue.
MIGNER
Measure my tongue.  What are you crazy?
The outer door opens, the two Droids step in.
DAPHNEY
You've got to be kidding.
Lido turns and the inner door slides open.
INT.  THE ARENA
Lido enters.  He beckons and reluctantly the group follows.  Their foot steps can be heard through the silence.  Thousands of people fill the arena.  The floor too is lined with seats, everyone standing.  Lido leads the group down the center isle toward the stage.  Every eye in the arena is on them. The group is seated at a conference table in front of the stage.   
On stage are thirteen older men and women, all adorned in long white robes with white headdress.  They're all seated on jewel-incrusted thrones.  The middle throne is larger than the others.  On it sits an old woman.  She's holding a large scepter ornamented with precious stones.  Behind the Elders from the ceiling to the floor is a burgundy curtain with a massive emblem on it. 
Two men in jump suits come to assist the old woman to her feet then leave.  Using the scepter, she gingerly makes her way to the edge of the stage.  With a slow wave of the scepter the throng sits.  Her words echo throughout the arena.
TALANGA
Whom have we here?
TALANGA, Exalted Ruler of Shamballa.  
LIDO
Your Excellency.  Wayward travelers rescued from the caverns.
TALANGA
Why were they not left to their own means.
LIDO
Because of things they may have seen.
TALANGA
(almost shouting)
Have they been informed?
LIDO
No.  They have not.
Talanga pauses a moment.  Group members look curiously at each other.
TALANGA
Thousands of years ago, your race and ours lived together on this planet.  We taught humans many things...
One of the other elders stands and continues.
ELDER
Over time our intellectual superiority as well as longevity posed a problem to mankind...
Yet another ELDER stands.
ELDER #2
Ultimately your race waged war against ours, forcing us to retreat underground.
Another.
ELDER #3
Since the time of our ancestors.  We have resided here in Shamballa.
A cheer thunders throughout the arena then sharply ceases.
ELDER #3 (CONT'D)
...oblivious to your kind.  Living in peace.
TALANGA
The only way to insure our continued peace is separation.  It is sanctioned that you are now and from this moment forward, members of our Civilization.  The sovereign State of Shamballa welcomes you all.  We hope assimilation will come with ease for you...  You have been informed!
The crowd cheers again.  The group jumps to their feet, infuriated at what they're being told.
MIGNER
Wait a minute!
The crowd goes silent.
WILLIAMS
Did she say what I think she said? 
MIGNER
We don't want to be a part of your Civilization.
WILLIAMS
Yeah!  Our world suits us just fine.
TALANGA
Silence!
Droids move in and surround the table.
TALANGA (CONT'D)
Your World?  This is your World!
With a wave the scepter above her head, the large curtain opens.  From somewhere above beams of light project to a large screen.
Clips of war and death are shown.  Major Cities appear, all of them in ruin.  She reads off the names as they appear in Shambalian.
TALANGA (CONT'D)
Paris... London... Miami... New York.
Angela leans on her father's shoulder as she sobs.  Williams weeps silently.  There is a rumbling amongst the audience.
TALANGA (CONT'D)
The world as you know it, is no more... You have been informed.
Talanga gingerly heads back to her throne.  The entire arena falls silent again.  The curtain closes.
LIDO
Come.
Dejected, they follow.  Droids escort them.
INT.  LIVING QUARTERS  FRONT ROOM  
The group walks into their new living area.  It looks like a college dorm room, large sofas, a few chairs, some tables.  The only window in the room has a metal covering on the outside.
Lido addresses them as they file in. 
LIDO
You will be given a permanent workstation.  You will see, life here can be very pleasurable.
Lido turns to leave.
DAPHNEY
You lied to us.  You said you would help us.
WILLIAMS
You said you would help us get home.
Lido stops and turns around.
LIDO
I said you could not get out without my assistance.
WILLIAMS
Whatever!
ANTHONY
Man, we trusted you and you sold us out.
BILLY
We're prisoners.  Admit it.
LIDO
You are not prisoners.  You are welcomed members to our society.
JAMES
The hell with your so-called society.  We're Americans, Damn it.  We come from a free society.
MIGNER
You should've left us out there.
LIDO
You would have surely died.
WILLIAMS
And...
MIGNER
We might as well be dead.  We don't belong here.
LIDO
But you are here and this is your home now.
WILLIAMS
This will never be home.
LIDO
In time...
Lido leaves.  The strobes stop.
The group is discussing their new dilemma.
MIGNER
There's got to be a way out.
ANTHONY
Hell.  We can't even open the fuckin' door.
Migner gets up and starts to look around.
WILLIAMS
I'm with you, Mig.  I'm not gonna be no slave for this, this Tamango bitch or Lido.  Excuse my language.
BILLY
I wonder how they're making out up top.
DAPHNEY
I know, we should be up there.
JAMES
There's got be survivors?
ANGELA
Uncle Nick's in Ohio.  They couldn't of bombed the whole country...could they?
JAMES
I doubt it.  America's still there.
DAPHNEY
Of course it is...
Everyone goes silent. 
MIGNER
Well, I'm a find a way out... or I'm a die trying.
WILLIAMS
I'm with ya on that one, Mig. 
ANTHONY
Yo.  I know this is like a dire moment and shit but a, when you think we get to eat again.  
Daphney throws a pillow at him.
LATER
Angela sleeps in one bed room, Anthony in the other.  Williams is knocked out on one of the sofas.  Daphney and the guys are still trying to figure this thing out.
DAPHNEY
...the doors are locked, they've cameras everywhere.
MIGNER
The biggest problem are those damn robots.
BILLY
It's like I'm dreaming.
DAPHNEY
Yeah, a nightmare-
The door opens and a man in civilian clothes and one of those black gloves walks in.  They all jump to their feet.  Williams wakes up.  The man smiles and walks over.  The strobes remain off.
SMUGGLER
Smuggler.  My name is Maxwell Breaden but everybody calls me Smuggler.
MAXWELL "SMUGGLER" BREADEN, 50-60.
They look at him skeptically.  He pulls off the glove and extends his hand to Migner.  Migner folds his arms.
MIGNER
Migner.
He shakes James' hand.
JAMES
Kemper.  This is Williams, Ackers.
BILLY
(hands on hips)
Billy, Billy Kemper.
Smuggler looks at the Kempers.
JAMES
My son.
They stand there looking at Smuggler.
SMUGGLER
Why are you looking at me like that? Hell.  I'm from Brooklyn.
They laugh.  Relieved, Billy shakes his hand.
SMUGGLER (CONT'D)
I'm here to show you around.
WILLIAMS
We've seen about enough of this place, thank you.
SMUGGLER
Hah!  You ain't seen nothing yet.
Smuggler walks over to the window.  He touches the pane and the metal shutter rises slowly.
Outside the window is a bustling city.  High-rise housing with outer glass elevators fill the massive cavity that has been chiseled out within the earth.  Some of the buildings reach twenty stories.  Through the middle of the city is a moving walkway with people getting on and off.  The ceiling has hundreds of hanging light fixtures that makes the place look as if it were midday.
Everyone moves to the window.
WILLIAMS
You gotta be kidding me.  Look at this place.
DAPHNEY
I would've never imagined.
BILLY
I can't believe it.
SMUGGLER
About Fourhudred thousand.
BILLY
Five-hundred thousand,one hundred fifty-two.
Smuggler looks at Daphney.
WILLIAMS
What's his face told us.
SMUGGLER
Commander Lido.
She nods.
MIGNER
(looking at Smuggler's glove)
Lido's got a diamond.  How come yours is green?
SMUGGLER
It's a crystal.  Security levels.  There's places I can't go.
Anthony comes from the back with a skully pulled down half way over his eyes.
ANTHONY
What's all the Damn noise?  Is it time to eat?
DAPHNEY
That's Anthony Hill.  The, "Mouth."
ANTHONY
(scratching)
Who you?
SMUGGLER
Call me Smuggler.  I'll be showing you around.
INT.  THE CORRIDORS
The group walks leisurely through the corridors.  They ask Smuggler all kinds of questions.
WILLIAMS
Where you get them streets?
SMUGGLER
Just one of the perks of the job.
MIGNER
What exactly, is your job?
SMUGGLER
I show new people around.
BILLY
That's it?
SMUGGLER
I do a number of things.
INT.  MASS TRANSPORT
The group heads towards far right tunnel.  The sign reads: East in Shambalian and English.  They wait in line for a tram.
ANTHONY
How come we gotta wait?  The last time, we went straight to the front. You ain't got no juice?
SMUGGLER
I wish I did...  You guys are gonna love it here.
Migner and Williams look at each other as to say, "the Hell we will."
Their tram arrives.
INT.  EAST TRANSPORT
Smuggler leads them through the crowd towards a large sliding door.  A Droid stands watch.
WILLIAMS
I don't know if I like this?
SMUGGLER
It's okay.  You're with me.
WILLIAMS
Oh.  That makes me feel so much better.
The sign above the door reads ROLLING HILLS, in both languages.  The guard steps up and Smuggler pulls out a piece of paper.  The Droid looks over the sheet, then looks up at the group.  He stands down.  Smuggler puts his hand up and the doors slide open.
INT.  ROLLING HILLS
The group stands, silent.  Before them, acres of green rolling hills.  Trees and flowers freckle the landscape.  It looks like a summer day.  Birds playfully fly overhead while deer and other forest animals move about. 
SMUGGLER
Beautiful, ain't it.
They slowly enter.  The door closes, breaking them from their trance.
DAPHNEY
It's wonderful.
JAMES
How'd they do it?
Smuggler hunches his shoulders then walks over to the wall and moves some vines out of the way.
SMUGGLER
Look here.
He shows them a plauque.  It has Shambalian numbers on it.  Underneath, scratched in the metal is, 1930.
SMUGGLER (CONT'D)
I wrote that myself, about fifteen years ago.
WILLIAMS
You've been here fifteen years?
SMUGGLER
Nope.  Twenty.
JAMES
What language is it?
SMUGGLER
The first. 
They follow the shrubbery up the wall to the top of the room.  A large spherical light nearly covers the ceiling.  They shade their eyes as though the illumination were truly from the sun.
ANGELA
Daddy, look.
Angela walks over to a fawn that wanderes close.  She cautiously approaches it but it turns and quickly scampers away.
ANGELA (CONT'D)
Did you see that?
JAMES
It's nice to see a smile on that pretty face.
Smuggler leads them over to a knoll and sits down.  The others do the same.  Anthony lies back and stretches.
ANTHONY
Ahh.  I could stay here-
WILLIAMS
Don't you dare say it.
ANTHONY
Day!  I could stay here all day!  Damn!
The group snickers.
SMUGGLER
So tell me?  What did you guys do up top.
WILLIAMS
I'm a Cop.
SMUGGLER
Yeah, I heard about you.
Williams puts her head down and smiles.
SMUGGLER (CONT'D)
(nodding to Migner)
What about you?
MIGNER
I own, I owned a small repair shop, auto repair.
BILLY
I was supposed to start school in September.  Rutgers.
ANTHONY
I'm a sophomore at NYU.  Computer Science...  Guess I gotta go somewhere else, now.  Mr. Kemp, how'd you know 'bout that base?  What you do?
ANGELA
He's Port Authority Chief. 
JAMES
Yeah, well... I trained there once...  This is getting depressing.
Smuggler jumps up.
SMUGGLER
Come on.  I've got more to show you.
The team casually walks the meadow.
ANTHONY
Yo!
Daphney and Williams beat him to the punch.
DAPHNEY AND WILLIAMS
(mocking Anthony)
Can we get something' to eat, I'm starving.
INT.  THE CORRIDORS
JAMES
So tell me?  All this time and you haven't wanted to go home?
SMUGGLER
You mean up top?
WILLIAMS
Yeah.  Home, Brooklyn.
SMUGGLER
Hell.  I was a bum up there.
Williams giggles.
SMUGGLER (CONT'D)
No, really.  I was a bum sleeping in the subway.  One night I see what I thought was people going into this hole in the wall and I followed them.
BILLY
So they wouldn't let you leave, either.
SMUGGLER
Leave.  Hell, are you kidding me. They cleaned me up, fed me well.  Where am I going?  Besides I've been back and forth a number of times.
WILLIAMS
You have?
MIGNER
Then you know the way out of here.
Smuggler notices APOLLYON and two Droids headed in their direction.  He stops.  The rest of the group stops and looks towards Apollyon.
APOLLYON ISCARIOT, second-generation robotics, a bigger more agile Droid. 
BILLY
Who's that?
SMUGGLER
Don't worry, I'll take care of it.
Apollyon walks right up to Smuggler and takes a long black wand and places it on Smuggler's chest.  Smuggler is not fazed.
SMUGGLER (CONT'D)
(speaking in Shambalian)
You take your job way too seriously.
APOLLYON
(in Shambalian)
Humans should be seen and not heard. Your paperwork?
Smuggler gingerly removes the wand from over his heart.  He takes out his sheet and hands it to Apollyon.  Apollyon looks it over.
SMUGGLER
(in Shambalian)
Am I free to continue?
Apollyon hands the paper back then looks over the new humans.
ANTHONY
Who's this creep?
Apollyon takes his wand and prods Anthony at the shoulder.  Anthony immediately falls to the floor in pain.
APOLLYON
(in Shambalian)
Seen and not heard!
Apollyon steps toward Anthony.  The women scream.  Smuggler and Migner jump in between.
SMUGGLER
No!
APOLLYON
(in English)
Any further shows of aggression will be met with similar force.  You have been warned.
(in Shambalian)
And you...  The time will come when Lido will not be able to protect you.
INT.  ROBOTICS
The group, led by Smuggler walk through men and women at tables.  They're working on various Droid robotics.  Lido looks up, then continues to work on some type of transistor board.
LIDO
(calmly, in Shambalian)
You shouldn't have brought them here.
SMUGGLER
Forgive me, Sir.
LIDO
(in English)
You are upset?
SMUGGLER
Apollyon!  Something's wrong?
ANTHONY
(still rubbing his arm)
He fucking zapped me!  That's what's wrong.
The workers react to the outburst.  Lido staring at Smuggler, gets up from his desk.
LIDO
Follow me.
INT.  ROBOTICS  BACK ROOM
He walks into a room filled with several non-activated Droids.  Overhead video monitors switch from area to area.  A computer sits on a stand.
LIDO
Apollyon is programmed to react to aggression.
SMUGGLER
I would hardly consider what was said aggressive.
All at once they explain what happened.
WILLIAMS
You should've seen it.
BILLY
It was crazy.
DAPHNEY
He could've killed'em.
JAMES
He's dangerous.
ANGELA
He didn't do anything.
MIGNER
This is how you treat people?
Lido raises a hand and almost hypnotically they cease.
LIDO
Please.  Would you all wait outside?
Reluctantly they walk out and shut the door.
LIDO (CONT'D)
This is a system of order.  First, you bring them in here-
SMUGGLER
I'm sorry.
INT.  ROBOTICS
The group watch the workers.  They continue to work, not once looking up.  Anthony yells.
ANTHONY
Yo!
All at once the workers look up.  They stare momentarily then continue their work.
BILLY
Man, we're in trouble.
INT.  ROBOTICS  BACK ROOM
LIDO
Never again question my authority in front of humans.  I do not need a revolt on my hands.  
SMUGGLER
But-
Lido raises his hand.
LIDO
Tell them that I will take care of the situation.
SMUGGLER
But he never acted like this before.
LIDO
I know.  There is a defect somewhere in the programming.  Leave me now.
SMUGGLER
But-
LIDO
Please. 
Smuggler takes a deep breath then leaves.
INT.  ROBOTICS
Smuggler walks right past the group, moving towards the door. They stand there looking.  Smuggler looks pissed.  He stops and looks back.  They get the hint and follow.  The workers, paying no attention, continue to work.
INT.  CAFETERIA
They sit at the table asking questions again.
WILLIAMS
So you've been back and forth, huh.
SMUGGLER
How do you think I got the name?
BILLY
You mean you're a thief.
SMUGGLER
No.  Not all the time.  Some things are given to us.
The same kid as before walks through, smiling.  Angela smiles and waves.  James stares as he passes.  Bringing his mind back to the table, he asks?
JAMES
By who?
SMUGGLER
I'd rather not say.
MIGNER
You don't have to.  Damn near the whole place is Government Issue.
DAPHNEY
So, the Government knows about this place.
SMUGGLER
(eating, not looking up)
I didn't say that...  By the way, stop drinking the green stuff.
Anthony nearly chokes, then puts the glass down.
WILLIAMS
Why?  What's wrong with it?
SMUGGLER
You see any kids running around here.
DAPHNEY
I was wondering about that.
SMUGGLER
It renders you impotent.  Two weeks on that stuff and you'll be as docile as a fat house cat.
MIGNER
Yeah, all right, now about that way out.
SMUGGLER
I don't know the way out.
WILLIAMS
How you gonna tell us you went up top but don't know the way out.
SMUGGLER
Well... they took me.
JAMES
What?  They blindfolded you or something?
SMUGGLER
Listen, there's a lot you don't understand.
MIGNER
I'm starting not to trust this guy.
Migner stands up talking loudly.
MIGNER (CONT'D)
I understand all right.  I understand that you're not being straight with us.
Smuggler stands also.  Others in the cafeteria turn and watch including the Droids.
SMUGGLER
Not here!
Smuggler picks up his tray.
SMUGGLER (CONT'D)
(to the group)
Everybody will get their work assignments tomorrow.  I'll be waiting outside.
Migner eases back into his seat.
INT.  LIVING QUARTERS  
Daphney, Williams and Migner are sitting down talking.  Billy, Angela and Anthony are headed for the door.
ANGELA
You guys sure you don't want to go?
WILLIAMS
No thanks.  You young people go ahead and enjoy yourselves.
DAPHNEY
I'm a hit the sack.  No telling what's in store tomorrow.
The door slides open.  There's a group of teenagers in the corridor.  An older woman steps in the room with a clipboard.
CHAPERONE
What do we have, three?
She writes the number down.  The three wave then exit, she follows.
INT.  RECREATION CENTER  ENTRANCE
The group moves up behind another, waiting to enter.  Anthony raises his hand to get his chaperones' attention.
ANTHONY
We don't need money?
CHAPERONE
No.
ANTHONY
What about snacks?  Any food in this place?
CHAPERONE
Refreshments will be to your right.
ANTHONY
(rubbing his hands together)
That's what I'm talking' 'bout.
INT.  RECREATION CENTER
The rest of the group immediately take off in all directions, leaving the three of them standing there.  They're amazed at the size of the place.  Hundreds of people run around having fun.  All the latest arcade games line brightly painted walls. The sight of two Droids moving towards them through the crowd brings them back a bit.
ANTHONY
Well, Toto.  This sure ain't Kansas.
Angela sees her friend across the room.
ANGELA
There he is.
BILLY
Who?
ANGELA
(pointing)
Him.
The young man does a double take when he notices Angela looking his way.  He hands his drink to the guy next to him and heads towards Angela.
ANGELA (CONT'D)
Oh no.  Here he comes.
ANTHONY
Don't get scared now.  All that wavin' and smiling...
The guy walks right up to the three of them.  He extends his hand to Billy.  
PAUL
I'm Paul, how's everybody?
Angela can't keep her eyes off him.  Billy shakes his hand.
He shakes Anthony's hand then turns to Angela.
ANTHONY
(under his breath)
Oh, he's smooth.
Billy elbows him.
ANGELA
(shaking his hand)
I'm Angela.
PAUL
You want to go somewhere?
Billy starts to say something but Anthony stops him.
ANTHONY
Let'em go.  What could they do in here?
The two of them walk off arm in arm.  Angela looks back and smiles contently.
ANTHONY (CONT'D)
(to Billy)
Yo?
BILLY
Come on, it's over here.
They head toward the snack stand.
INT.  RECREATION CENTER  MARY-GO-ROUND
Angela and Paul stand in line.  She's finishing an ice cream cone.
PAUL
Just got here, huh?
ANGELA
A few days.
PAUL
They show you around yet?
ANGELA
A little.
PAUL
Hey, you wanna do something tomorrow?
ANGELA
You like it here don't you?
PAUL
Yeah, it's okay.
ANGELA
What about you, how long you been here?
PAUL
I don't know.
ANGELA
What do you mean, you don't know?
PAUL
I don't.  One day I wake up in a hospital bed.  I've been with the guys since then.
ANGELA
What about your family?
Paul shrugs his shoulders.
PAUL
Come on, we're up.
INT.  RESEARCH CENTER
A woman leads Billy and Anthony through a large cubical filled room.  Overhead is a library with thousands of books.  People move up and down between floors.  The woman stops in front of a set of cubicles equipped with computers.  She hands each of them a folder.
The two of them are working at their computers.  Billy leans over.
BILLY
You mean to tell me, all we have to do is take one of these papers and research them-
ANTHONY
Then put it in the system.  That's it.
They give each other a dap.
Paul walks up.
PAUL
Billy and Anthony, right.
They both jump.
ANTHONY
Man, you scared the shit out of me.
PAUL
How's it going?
ANTHONY
Okay, I guess.  They could upgrade on these PC's. 
BILLY
Boring.
(lifting a paper)
"The Dynamics of Critical Thinking." Come on.
PAUL
It's a scam.  They're just trying to keep you busy.  All this stuff's already in the system.  Here.
He leans over and works on Billy's computer.
PAUL (CONT'D)
There you go.
ANTHONY
What did you do?
PAUL
Nothing.  I just took down the firewall.  We all know.  They just don't know we know.   And anything you want to know is right here.
ANTHONY
Do mine.
PAUL
Don't say anything.
INT.  EAST TRANSPORT  CONTROL ROOM
Williams and Angela are standing behind two seated workers. The workers hit switches, levers and lights controlling the trams below.  Another worker stands in front of a systems map, clipboard in hand.  He advises the other two of incoming and outgoing trams.  The map shows the entire lay out of Shamballa.
WORKER #1
SWITCH 1, OUT 2.
WORKER #2
SWITCH 1, OUT 2.
The door opens and Smuggler walks in.  None of the other workers budge.  Williams and Angela turn to look.  He walks over to them.
SMUGGLER
How you girls doing?
ANGELA
Okay.
SMUGGLER
You learning anything?
WILLIAMS
Uh huh.
SMUGGLER
Get a load of the map.
The two of them look up over their shoulder.  The map shows North, South, East and West with the location every compound.  Everything is listed in Shambalian and English.
Smuggler looks Williams dead in the eyes.
SMUGGLER (CONT'D)
Concentrate on knowing your way around...  Understand.
Inquisitively, she nods.
SMUGGLER (CONT'D)
Well, I've got to go.  See you later.
WILLIAMS
Okay.
ANGELA
Bye.
INT.  INTAKE HANGER
James is in a hallway with three workers.  They walk through double fire type doors.  On the other side of the doors is a enormous hanger maybe three hundred yards across.  Ten SPACESHIPS sit on the Tarmac.  They vary in size, all the way up to what could only be called the, Mother Ship.  The shine of the metal is mirror-like and they all sit on three stanchions that protrude from the underbelly of the saucer-shaped crafts.  
The workers walk past the ships, not looking once.  James looks on in astonishment.  He talks to himself, lagging behind the others.
JAMES
Unbelievable.  Look at this.  They are not going to believe this.
He slows to a stop then catches himself and hustles to catch up to the others.  As they go through a door, he's still looking back.
INT.  CAFETERIA
James walks up on the others.  Everyone is eating except for Migner who sits there twirling spaghetti on his fork.  James sits his tray down.
JAMES
Guys, you're not going to believe it.
ANGELA
What?
JAMES
Well, do you believe in UFO's?
BILLY
UFO'S?  What are you talking about?
JAMES
I've seen them.
DAPHNEY
Any little green men?
JAMES
Well, no little green men.  But there were at least ten of them.
WILLIAMS
He's serious.  You're serious aren't you?
Migner sits quietly.
BILLY
Have you been drinking?
JAMES
Billy, I'm telling you.  Saucers, Disk.  What ever you want to call'em.
ANTHONY
(with a mouth full of food)
Tell me, Mr. Kemp, where do they fly these, a spaceships?
JAMES
I don't know?
ANGELA
Daddy, are you sure?
JAMES
What do you mean?  I spent half the day washing those suckers.
He looks over to Migner.
JAMES (CONT'D)
Mig.  What's wrong with you?
MIGNER
I don't want to talk about it.
WILLIAMS
Come on, it can't be that bad.
MIGNER
Are you kidding me?  You want to know what I did all day.  I shoveled shit all day.  That's what I did.
Williams and Daphney push their plates away at the same time.
DAPHNEY AND WILLIAMS
I'm done.
ANGELA
That's an overshare.
MIGNER
Well, you wanted to know.  They've got a Zoo.  Every animal you could think of.  I thought Noah was gonna walk in any minute.  And get this, They've got dinosaurs.
ANTHONY
Naah.
MIGNER
Oh yeah.  You ever shoveled dinosaur shit?
The group laughs.
INT.  ROBOTICS  BACK ROOM
Lido is at a desk, writing.  Apollyon walks in.
APOLLYON
You wish to have a word with me.
LIDO
Yes.  Your behavior leaves much to be desired.  I have reports here of not only harassment but also unprovoked assaults against humans.
APOLLYON
Within my duties it is some times necessary to reprimand.  It lends to the understanding of who I am, who is in control.
LIDO
You will cease this conduct at once.  You will submit all reports directly to me.  Proper procedure shall be maintained.  Do you understand.
Apollyon does not respond.  He turns to walk out.  Lido calls out to him.
LIDO (CONT'D)
Apollyon!  You were not granted permission to leave.  Apollyon_.
Apollyon walks out.  Lido quickly spins around to the computer and starts to work.  He hits the enter key, pauses then starts again.  He takes a deep breath.  Again he hits the button.  Nothing.  Frustrated he slumps back in his chair.
INT.  THE CORRIDORS
The group is on the way to their quarters.  They see a commotion up ahead.  Apollyon and four of his Droids are dragging two men and a woman down the corridor.  Their hands are tied behind their backs.  The woman lets out a scream as she stumbles to the floor.  The Droids do not stop, dragging her until Apollyon brings them to a halt.  Others in the hallway avoid the spectacle, paying no attention.
APOLLYON
Stand up!
The group watches in horror as Apollyon stuns the woman.  She screams again.  Apollyon motions to the Droids and they pick her up to her feet.  They continue toward the group.  Unlike others, they stand frozen against the wall watching the whole thing.  As Apollyon and his men pass one of the prisoners calls out to the group.
MAN
Help us.  Please.  They're going to kill us.
APOLLYON
Silence!
Apollyon stares the group down as he passes.  Shamefully afraid, they do nothing.
INT.  LIVING QUARTERS
The group begins to plan their escape.
DAPHNEY
Listen, there's maintenance tunnels over top each tramway.  They run the length of each tram tunnel.  If we can get to it, it'll take us all the way to Intake.
MIGNER
From here, that's like three tunnels.
DAPHNEY
Uh huh, every tunnel.
BILLY
So let me get this straight.  We make it to Mass Transport without being spotted, then up into the tunnel-
MIGNER
Look.  Whatever we gotta do, we gotta do.  Like I said before, I'm getting out of here... or die fucking trying.
WILLIAMS
What about the Intake door?
JAMES
We're gonna have to take the control room.
ANTHONY
(holding up a clinched fist)
Damn right!  Any means necessary!
JAMES
The scuba gear's right there, in a closet.
Smuggler walks in the door.
MIGNER
Ain't much privacy around here, is it?  What do you want?
SMUGGLER
I came to warn you.
WILLIAMS
About Apollyon?  We were there.
ANGELA
What happened to those people?
SMUGGLER
They were planning an escape.
ANTHONY
What happened to them?
SMUGGLER
Look, nothing like this has ever happened before.  Apollyon never-
MIGNER
You know what?  I think you're nothing but a little snitch.  You know everything about danm near every human here.  You probably run right back to Lido and tell him everything.
SMUGGLER
Fuck You!  Okay.  Fuck You!
WILLIAMS
Come on Breaden.  You know we don't wanna be here.  How do we know you didn't say anything?
SMUGGLER
You guys are wrong, you know...  By the way, Williams?  What's your  workstation?
WILLIAMS
East Transport, you know.
SMUGGLER
What about you, Kemp?
JAMES
Intake.
BILLY
I don't get it.
ANTHONY
I do.
DAPHNEY
Wait a minute?  You got me washing windows
(realizing)
...with ropes and, and pulleys.
WILLIAMS
So you're setting us up to get out of here?
MIGNER
Or just setting us up?
Everyone is startled when the door opens, the lights start and Apollyon and two Droids walk in.  Those who are sitting, stand.
APOLLYON
What do we have here?   A secret meeting?
Migner looks to Smuggler.  
Apollyon walks closer, leaving the two Droids near the door.
APOLLYON (CONT'D)
You would be wise to mind your own affairs or your stay here will not be a pleasant one.
He walks over to Migner.
APOLLYON (CONT'D)
You despise me, do you not?  I can feel it.  Feeble minded humans.  I do not know who is worst, you or those frail Shambalians.
He turns, takes a few steps, stops and turns back.
APOLLYON (CONT'D)
When the time comes, remember.  I will be waiting.
INT.  LARGE CONFERENCE ROOM
The Elders sit silently around a large oval table.  Talanga sits in front of a smaller version of the Shambalian Emblem, this one illuminated.  
Lido walks in.  He walks over to Talanga and stands at attention.
TALANGA
You requested this session?
LIDO
Yes, your Excellency.
TALANGA
In reference to?
LIDO
There is a problem with the A.I. program.
TALANGA
I have received no report of escapes since the program was initiated. This is a problem?
LIDO
Recently the number of deaths has increased.
TALANGA
In a peculiar society such as ours, casualties amongst humans are expected.
LIDO
These are not always escape attempts, your Preeminence.
TALANGA
Would you rather we return to the time before the treaty.  Exterminate them as soon as they breach the outer perimeter.
LIDO
Surely, that is not an option.
TALANGA
Surely, we cannot release them.
LIDO
Your Highness, I'm requesting that the project be discontinued.
TALANGA
I cannot sanction such a request.
One of the elders stands and asks permission to speak.
ELDER
Your Majesty?
Talanga nods.
ELDER (CONT'D)
Commander?  Was not the A.I. your creation?
LIDO
Yes, and until this time there has been no malfunction.
ELDER
You have not fully explained what problem exists.
LIDO
Apollyon has a mind of his own.
TALANGA
As I understand, this was a desired affect.
LIDO
In deed, but he is no longer under my control.  He thinks and reasons of his own accord.  He wishes death to all humans.
Another Elder asks to speak.
ELDER #2
Surely with the chaos above the government has little concern for souls already proclaimed lost.
LIDO
The treaty is the only insurance we have.  Breaking it could lead to total annihilation.
ELDER #2
With the number of cities destroyed, it is only a mater of time before those... beast discover entrances and breech the perimeter.  If we are overrun, the Droid force is our only miens of defense. 
ELDER
Commander?  After the humans, could we be next?
LIDO
There has been no indication of that.
ELDER
You do not sound convinced.
Talanga ponders the indictment.
TALANGA
In light of this discussion you will deactivate Apollyon at once.
LIDO
(lowering his head)
I've tried.  I only wish not to make his force stronger.  If the number of first generation continues to grow-
TALANGA
I understand.
She stands.
TALANGA (CONT'D)
The termination of Project A.I. has been sanctioned.  And you dear Sir, must find away to stop Apollyon... or it just may be the death of us all.
The group reacts.
ELDER #2
What about the humans?
TALANGA
I will seek contact with the government.  Until such time the treaty remains intact. 
INT.  RESEARCH CENTER
Billy and Anthony are working at ajoining cubicals.  Billy looks around the partition to see Anthony working on an application.
BILLY
What are you doing?
ANTHONY
Shh.
Anthony's fingers are seen working furiously at the keyboard. characters move quickly up the screen.
BILLY
Damn!  I thought I was good.
ANTHONY
Okay.  Here we go.
He hits the enter key.  The screen blinks a couple of times as a three dimensional image of the A.I. appears.  It rotates slowly as Anthony punches in commands.
Billy rolls his seat over.
ANTHONY (CONT'D)
Check this out.  Its name is Apollyon Iscariot.
BILLY
So, what does that mean?
ANTHONY
Well, Apollyon, that's the angel of the bottomless pit.  Iscariot, that's Judas, the guy who snitched on Jesus.
BILLY
And...
ANTHONY
Never mind.
Anthony continues to work.
BILLY
Man, you're going to get us killed. Why'd you pull that up?
ANTHONY
Believe me, if we gonna get up out this place.  We're gonna have to take some of them out... trust me.
INT.  THE ZOO
Migner is hosing down an animal cage.  Other workers are seen moving about, sweeping, cleaning and feeding animals.  Animal noises can be heard.  Smuggler walks up to Migner.
MIGNER
What do you want?
SMUGGLER
I came to see you.
MIGNER
All right, I was a little rough on you last night.
SMUGGLER
Don't worry about that.  You look sick.
MIGNER
What do you mean?  I feel fine.
Smuggler looks around at the other workers then says it louder emphasizing with his face.
SMUGGLER
You don't look so good.  You need to lie down.
Migner gets the hint.  Some of the other workers look over.  Migner turns the hose off.  He groans.
MIGNER
I don't feel so good.
Smuggler nods affirmatively along with the farce.  The Supervisor walks over.
SMUGGLER
He's ill.  I'm going to take him back.
They don't wait for a response.  They walk quickly, Migner slumping on Smuggler.
SMUGGLER (CONT'D)
You'll never be an actor, that's for sure.
INT.  THE CORRIDORS
They walk through the door and a Droid steps up.
DROID
You know the rules.  No one is to leave the work station.
Migner, draped over Smuggler, groans again.
SMUGGLER
Can't you see he's sick.  I've got clearance.  Put it in your report.
They walk on.  Migner starts to look back.
SMUGGLER (CONT'D)
Don't look back.  If it was going to do something, it would've done it by now.
INT.  SMUGGLER'S PLACE  LIVING ROOM
Smuggler and Migner walk into a large loft type apartment.  A stairway leads up to a open bedroom.  There's a dining and kitchen area, a big screen television and wall-to-wall carpeting.
MIGNER
Where are we?
Smuggler mumbles.
SMUGGLER
My place.
He heads for the kitchen.
MIGNER
What?
SMUGGLER
(louder)
My place.  You want a beer?
Migner looks around.
MIGNER
You got beer?  Look at this place.  A stove, refrigerator...  I knew you were holding out.
SMUGGLER
I've been here-
MIGNER
Twenty years, I know.  I see why you never tried to leave.
Smuggler hands Migner a beer and sits down.  Migner, still standing, snaps open the beer and chugs half of it down.
MIGNER (CONT'D)
Ahh.  That's good.
Migner notices the window and walks over to it.  He looks out over ROLLING HILLS.
MIGNER (CONT'D)
What a view.
SMUGGLER
You know why I brought you here?
MIGNER
A home cooked meal, what?
SMUGGLER
Hell no.  It's time to get out of here.
MIGNER
Come on, I just got here.
He sits and turns towards the television.
MIGNER (CONT'D)
This thing works right?
The doorbell rings.  Migner throws up his arms.
MIGNER (CONT'D)
A Freakin' doorbell.
Smuggler picks up a remote and turns the television on.  The screen shows a man outside the door.  Migner looks on in astonishment.  Smuggler hits another button and the door opens.  The man walks in.
SMUGGLER
Arlowe, I'd like you to meet MALCOLM DUNN.  DR. MALCOLM DUNN.
Migner stands and shakes his hand.
DR. MALCOLM DUNN, 60. 
MIGNER
How ya doing?  Malcolm Dunn.  Where have I heard that name before?  Yeah.  You're, The Plant Doctor...from T.V.  You disappeared a few years back.  It was all over the news.
They all sit.  Malcolm has a hacking cough.
MALCOLM
(between coughs)
This is where I've been.  It's nice to meet a fan.
MIGNER
Not really, but my ex-girlfriend never missed a show.
Smuggler and Malcolm are drinking coffee explaining some things to Migner.  Two beer cans sit in front of Migner.
MIGNER (CONT'D)
Wait a minute.  Let me get this straight.  They were dying of some disease, so they came up top, kidnapped you so you could save them.
Malcolm nods.
MIGNER (CONT'D)
That green stuff everybody's drinking.  That keeps them alive.
MALCOLM
Yes.
SMUGGLER
Don't forget what it does to humans.
MALCOLM
Now, that I had nothing to do with.
MIGNER
No disrespect Doc but what does all this have to do with me.
MALCOLM
Over the years, more and more people started finding out about this place.  They figured if we were to coexist we should look the same.  After the treaty-
MIGNER
Treaty?  What are you talking about?
MALCOLM
They're not human.
MIGNER
Who?
SMUGGLER
The Shambalians.
MALCOLM
They have the ability to change the way they look.  We only see then as human.
SMUGGLER
Some type of mechanism.  Those damn lights.
MIGNER
The blinking ones?
MALCOLM
They make them look like us.
MIGNER
If that's the case, you can be one of them.
SMUGGLER
You see any of those lights in here?
Smuggler pulls out a sanwhich bag of green pills and places it on the table.
MIGNER
What's that?
Smuggler pushes the bag across the table towards Migner.
SMUGGLER
You've got to take one.
MIGNER
No thanks.  The beer is fine.
MALCOLM
You don't understand...
Migner pushes them back across the table, shaking his head.
MALCOLM (CONT'D)
...you'll be able to see them as they really are.
MIGNER
Look.  I ain't taking no pills.  For all I know, you could be trying to kill me.
SMUGGLER
Look.  If you and your friends are going to get out of here, you're going to have to trust me, okay.  You have to see them as they really are.
MIGNER
I don't know who to trust.  Tell me how a pill is gonna make me see something different.
MALCOLM
They project a series of subliminal images to the brain.  The pills block certain beems of light from entering the retina, which disrupts the images being sent.  It may not block them all the way but it's enough to see what's really going on here.
MIGNER
Why don't you just blow up the projector?
SMUGGLER
We've tried, too much security.  Besides they'll lock the city down and we'll never get out.
Migner takes a pill out of the bag and examines it.
MIGNER
(to Malcolm)
You made these, too.
Malcolm nods.
MIGNER (CONT'D)
I'm putting my trust in you guys.
He pops it, then finishes off his second beer.
MIGNER (CONT'D)
You happy, now?
He opens his mouth wide. 
MALCOLM
It'll take a while for it to work.
(to Smuggler)
You better get him back to his place, he's going to get sleepy.
INT.  LIVING QUARTERS  MENS BEDROOM
Migner's asleep.  He's been out so long everybody's worried.  They stand around as James shakes him.
JAMES
Mig, wake up.  Come on Mig wake up.
Slowly, Migner wakes up.  Looking around, he jumps to his feet.  Still fuzzy, he sits back down.
DAPHNEY
You okay?
Migner gets up again and runs to the front room.
FRONT ROOM  
He moves to the window and looks out.  
Mixed in with the humans are shambalians. 
The SHAMBALIANS in their true form are green in color.  They're human in shape, two arms, two legs, are bald with large coal black eyes and no facial hair.  Their ears and nostrils are more like slits, their lips, very thin.  
MIGNER
They were right.  I can't believe it.
He rubs his eyes as if everything will go back to normal.
WILLIAMS
Who was right?  What's going on?
Migner walks over and sits down.  Everyone waits to hear.
MIGNER
They're all over the place.
ANGELA
You're scaring me, Mig.
MIGNER
Kemp, you said you saw flying saucers?
JAMES
Yeah, big ones.
MIGNER
Yeah, well I can see'em.
DAPHNEY
Flying Saucers?
MIGNER
No.  Aliens!  Little green men.  Thousands of them.  They're everywhere.  We've got to get out of here.
ANTHONY
Man.  You done bumped your head.
MIGNER
No, really.  Smuggler gave me some pills.
They all jump as Smuggler walks in.
ANTHONY
(to Smuggler)
Man.  You need to stop that shit.
Migner runs over to Smuggler and grabs him by the shoulders.
MIGNER
Tell them.  Tell them what's going on. Tell them about the pills.
SMUGGLER
Two more humans disappeared today.  And I'm afraid it's going to get worse.
Billy walks over to a desk and brings out some papers.
BILLY
You're damn right it's going to get worse.  Anthony hacked into Lidos' A.I. file.
He hands some folded paperwork to Smuggler.
WILLIAMS
A.I.?
ANTHONY
Artificial Intelligence.  A thinking robot.  Apollyon is getting smarter.
BILLY
Yeah, and since he's programmed to stop escapes-
JAMES
(figuring it out)
He's learning to eliminate the problem all together.
Still looking over the paperwork, Smuggler moves over to the window.  Something outside gets his attention.
MIGNER
(to Smuggler)
How long do you think we have?
SMUGGLER
Come here!
They rush to the window.
Apollyon and his Droids are dragging six men, in chains this time, through the compound.  Again no one on the compound pays much attention.  Apollyon suddenly looks in their direction.
Everybody hits the deck.
SMUGGLER (CONT'D)
Well, we all seem to be on the same page.
Migner slowly gets up and peeks.
MIGNER
They're gone.
Everyone gets up.  Migner touches the pane, closing the metal shutter.
SMUGGLER
From now on, nobody is to make eye contact with Apollyon or his men. We've got to blend in.  Act like the others.
ANTHONY
Yo, Mig?  I wanna see what you see.
Migner pulls the pills from his pocket.  He looks to Smuggler.
Smuggler nods.
DAPHNEY
I've got a bottle of water.
She takes off for the back.
JAMES
I don't know about you guys but I'm not taking it.
WILLIAMS
Why not?
JAMES
You don't know what's in that stuff.
ANGELA
Me neither.  I'm scared enough already.  I'm with you, Dad.
They look to Billy.  He's thinking.
BILLY
Okay...  I won't take it.
ANTHONY
Ignorance is bliss.
(calling out)
Yo.  Where the water at?
MIGNER
Listen.  I understand how you feel.  But when it's time to go, you're going to have to take it.
JAMES
Well, when we have to, we will.
ANTHONY
So, how long before we bust out of this joint?
MIGNER
Before today, I would've said a week or two.
ANGELA
No!  For all we know, that thing could be on his way up here right now.
SMUGGLER
She's right.  A day or two, three at the most?
Migner pulls Smuggler to the side.
MIGNER
Look.  We're gonna need some things.
Smuggler pulls a green crystal from his pocket.
SMUGGLER
Like one of these.
MIGNER
Yeah.  Where'd you get it?
SMUGGLER
It's Malcolm's.  You seen him, throat cancer.  He doesn't have long.
MIGNER
We can take'em with us.
SMUGGLER
I tried.  He won't come.
MIGNER
Tell me something?  You were coming with us from the start weren't you?
Smuggler smiles.
MIGNER (CONT'D)
Why didn't you just say so?
SMUGGLER
I didn't know if I could trust you.
MIGNER
Ain't that a bitch.
INT.  EAST TRANSPORT  CONTROL ROOM
Williams is at one of the controller seats.  She's nervous now that an alien sits next to her.  Angela stands behind them with a clipboard and pencil.
ANGELA
Switch 3, out 2.
SHAMBALIAN
Switch 3, out 2.
As Angela records, Apollyon and one of his guards walks in. Angela notices but doesn't look up.  He points to the map and speaks in Shambalian.  Apollyon turns and sees Angela.  He walks over to her.  With him towering over her, she keeps writing.  He stands there for a moment then leaves.
Relieved, she laughs nervously.
ANGELA
I was about to pee my pants.
Williams laughs.
WILLIAMS
You did good.  I wish I knew what he said?
Looking straight ahead, the Shambalian speaks.
SHAMBALIAN
He said he wanted more security in this area.
Williams is surprised.
WILLIAMS
He speaks.  I thought the only words you guys knew was switch or out.
SHAMBALIAN
You and your kind are in danger. That thing, will kill you all.
WILLIAMS
Yeah, we kind of figure that one out.
SHAMBALIAN
After you humans, who will be next?
INT.  INTAKE HANGER
James is sweeping.  Other workers sporadically move between doors.  He discretely sweeps his way over to one of the smaller spaceships.  He waits as a worker exits the area then climbs the ladder to the top.  The door opens automatically and he enters down into the ship, broom in tow.
INT.  SHIP #4
There are six seats around the sides with two cock-pit type seats near the front.  A large windshield is covered with the same type metal shutter as in the living quarters.
JAMES
So this is what a UFO looks like.
Electronics cover nearly every inch of the craft.  Buttons blink on and off in the low light.  Listening for a moment, he notices the craft is huming.  He walks over to the controls and sits in one of the seats.  He jumps up quickly when the seat starts to move.  He eases back into the chair. It contours to his height and weight.  He smiles as he gets comfortable.  The strobes start to flicker.
A voice breaks the silence.
SYLOME
Take me with you.
SYLOME, (pronounced, Si-low-mae) a Shambalian, AKA SUSAN. 
Startled, James just thinks to turn and his seat spins around.  He's now facing a woman, who's stepping down off the ladder.
JAMES
What are you doing here?
SYLOME
(in human form)
I'm not the one playing spaceman.
JAMES
Are you human or-
SYLOME
Woonsocket, Rhode Island, born and raised.
Relieved, he gets up from the chair.  He watches in amazement as the seat moves back to its original position.
SYLOME (CONT'D)
Kind of neat, huh.
JAMES
What makes you think I'm going somewhere?
SYLOME
Just a guess.
She casually strolls around the ship.
JAMES
Don't you think we should get out of here?
SYLOME
It's okay.
JAMES
What if we get caught?
Sylome sits down in the pilot seat.  Again the chair moves to fit the driver.
SYLOME
I know how to fly this thing, you know.
JAMES
Sure.  And why would they teach one of us how to fly one of these.
SYLOME
(spinning around)
I've been here quite awhile.
JAMES
I don't believe you.
SYLOME
You don't?
She looks for a way to prove it.
SYLOME (CONT'D)
Number 4, illumination at eight, please.
James shields his eyes as the ship lights brighten.
SYLOME (CONT'D)
Number 4, illumination at four, please.
The lights dim a little.
JAMES
Nice trick.
SYLOME
Voice activated, the whole ship.
JAMES
Do something else.
SYLOME
There's not much I can do without tipping off the control center.  I don't want to get you in trouble.  Wait.
She looks around.
SYLOME (CONT'D)
Number 4, music at three, please.
Shambalian music comes up.
JAMES
This is your ship?
SYLOME
Yes it is.
JAMES
I'm still finding this hard to believe.  How'd you do it?
SYLOME
Turn the music up or get the ship.
JAMES
Forget the music.
SYLOME
I started out just like you, sweeping.  After a few years I got a chance to fly and I was good at it.  A few more years and I was next in line for a ship.  Now I'm second in command of the Shambalian Sea/Air Explorers.    A chip was placed in my head and whatever I think or say just happens.
JAMES
I see.  Your ship.
SYLOME
That's right.  To take it, you have to take me.  Let's get out of here.
She gets out of the seat and walks towards the door.  He watches the chair move again then grabs his broom and follows.
JAMES
I'm not taking you or your ship.
He watches her butt as she climbs the ladder.
JAMES (CONT'D)
What's your name?
INT.  ROBOTICS
Lido walks into the Robotics area.  In place of the Shambalian workers are Droids.  They are working at a much faster pace than their Shambalian counterparts.  Apollyon sits at Lido's desk.
LIDO
This area was ordered closed.  You have no charge to be here.
APOLLYON
You brought me here to control a problem you yourself could not.
LIDO
You are here to contain them, to secure the perimeter.
(yelling)
You cannot kill without council, nor sanction.
Apollyon stands.
APOLLYON
You Shambalians want to keep your existence concealed but have not the stomach for it.
(raising his voice)
I was brought here to rinse the blood from your hands.
LIDO
Brought here?  I created you, and I command you to leave this area.
Lido reaches out to grab Apollyon.  Apollyon grabs him instead.  Apollyon throws Lido to the floor.  The Droids stop working and stand up.
APOLLYON
Yes, you created me.  And a brilliant creation indeed.  Each hour, I grow stronger, more intelligent.  You may leave now.
Lido gathers himself slowly, then backs out the door.
INT.  LIVING QUARTERS  
The group is together except for Angela.  The pills and a bottle of water sit on the table.
DAPHNEY
They've installed motion detectors in each of the maintenance access tunnels.  I heard they're being fitted with explosives.
BILLY
I knew it sounded too easy.
WILLIAMS
He's putting more guards at all the Transports, too.
INT.  THE CORRIDORS
Angela is being escorted to her quarters.  She and Paul, hold hands.  The group arrives at her door.  She plants a nice kiss square on his lips.
PAUL
What was that for?
She whispers in his ear.
ANGELA
Truthfully... in case I never see you again.
The Chaperone clears her throat.
CHAPERONE
Let's go.
They hug.
INT.  LIVING QUARTERS  
Angela walks in, the, "look of love" on her face.
JAMES
Have a nice time?
Everyone watches as she strolls by and sits down.
MIGNER
Anyway... As I was saying, you guy's got a take the pills.
JAMES
Is it really necessary?
MIGNER
Yeah, it's necessary.
WILLIAMS
You got that right.  You'll see this place in a whole different way.
JAMES
Okay.
James looks to his children.
JAMES (CONT'D)
You ready?
Angela nods.
They take the pills.
Anthony walks to the window.
ANTHONY
Look.  They, rounding people up like cattle.
They all move to the window making sure not to be seen.
Apollyon and his droids have a group of about twleve humans chained up, even their necks are chained.  This time some of the humans protest.
MIGNER
We don't have much time.
ANGELA
I'm sleepy.
She barely makes it back to the couch before falling asleep. Billy yawns.  The strobes start.  
Smuggler walks through the door, Susan is with him.  The pills have yet to take effect on James and his son.  
Everyone else gets nervous, seeing the alien.
DAPHNEY
Who's this?
WILLIAMS
Breaden, what are you doing?
ANTHONY
What, is you nuts?
James sees two humans.
JAMES
No.  It's okay.  She's the flyer I was telling you guys about.
DAPHNEY
Oh, really.
JAMES
(holding his head)
I told you there were others.  Tell them Susan.
James and Billy start to tire.  Billy heads for the nearest chair.  James' eyes blur for a moment.  For a brief instant he sees Susan for what she really is.  He closes his eyes tightly and shakes his head.  She looks human again.
WILLIAMS
Tell us what?  You can't trust her.
She looks to James but he and his son are fast asleep.
SMUGGLER
We've got to take the ships.
WILLIAMS
Ships?
ANTHONY
Hold up!  We're up here talking in front of this, thing... like it's all right.  You gonna get us killed.
SMUGGLER
I'm telling you, it's the only way out.  And this is Sylome, my friend.
WILLIAMS
I thought we were gonna get to Intake, then swim up.
SMUGGLER
Then what?  You're back to where you started.  Besides, what if they come after us.  Once we get to Intake, Sylome will get us out of here.  We've gotta take the ships.
WILLIAMS
You keep saying, ships.
SMUGGLER
You think you're the only ones trying to get out.
MIGNER
Now, wait a minute, Smuggler-
SMUGGLER
No.  You wait.  You said you were gonna trust me.
DAPHNEY
How many more are we talking?
SYLOME
About thirty.
MIGNER, ANTHONY
Thirty?
Anthony throws up his hands.
SMUGGLER
It's okay, we've got more flyers.
WILLIAMS
Hell.  You're talking about flying out of here, we can't even get to Intake.  Apollyon's putting a clamp on this place.
ANTHONY
Sounds like one big cluster fuck to me.
SMUGGLER
Oh, there's a way out...
Everybody waits for him to continue.
ANTHONY
Well do you mind sharing?
INT.  CAFETERIA  GROUP'S TABLE
Shambalians are seen as aliens throughout.
The group goes over last minute preparations.  The Kempers' are amazed to see the Shambalians.  They look around the cafeteria which is segregated for the most part.  The aliens speak quietly amongst themselves.  The humans do the same.
BILLY
I can't believe it.  They're green.
MIGNER
Listen up.  You've got to be at dinner early.  As soon as the horn sounds, you've got to get here.  Hopefully it'll be our last meal in this place.
ANGELA
Nice choice of words.
Smuggler walks in with two male Shambalians.
JAMES
There's Smuggler.
He walks over to the table.
SMUGGLER
Everything's set?  Anthony, what about the cameras?
Anthony, with a mouth full of food, nods his response.
ANTHONY
Dinner time.
JAMES
How'd you do it?
ANTHONY
It was easy.  The system's outdated.  They working with tech from a decade ago.
BILLY
Paul took down the firewall.  The whole network's a peice of shit.
(to the aliens)
No offense guys.
MIGNER
You guys sound pretty sure of yourselves.  If it doesn't work we're- 
WILLIAMS
Do we get to know who's going with us?
SMUGGLER
Look around some of them are here.
As she scans the room, one by one a number of humans look in the group's direction.
WILLIAMS
Okay.
Apollyon appears at the door.  He has a small army of Droids with him.
DAPHNEY
Look, here comes trouble.
Smuggler turns to look then motions to the Shambalians.  They walk away.  Smuggler slides into a seat.  Apollyon looks around the cafeteria.  He looks directly at the groups' table and moves quickly towards them.  Without lifting their heads they nervously watch his approach.
SMUGGLER
(quietly)
Stay cool.
Apollyon walks right up to their table.  He pauses a second then heads to the next table.  Six men and women sit there holding hands, praying.  One of the men breaks rank and tries to run.  Apollyon grabs him and snaps his neck.  The man falls lifeless to the floor.
APOLLYON
Take them all.
With one swoop they are taken away.  
The group sits there visibly shaken.
DAPHNEY
God help us.  
BILLY
We've got to do something.
JAMES
We are, son.  We're going to get the hell out of here.
MIGNER
(to Smuggler)
Seriously, how's our chances.
SMUGGLER
Well, either way I think we'll be leaving here tonight.
ANGELA
Thanks guys.
Smuggler stands, and signals to his men.  James stands also.
JAMES
Smuggler, can I speak to you a minute.
The two walk off for a moment.  They shake hands and return.
SMUGGLER
Remember.  If anything goes wrong, forget the Cafeteria.  Get your asses to the Zoo.  Okay.  Good Luck!
INT.  THE CORRIDORS
Smuggler walks up on a large crowd of mostly Shambalians.  He makes his way through until he's stopped by an Elder.
ELDER
You must leave.
SMUGGLER
What happened?  I'm here to see the Commander.
He looks past the Elder to see Lido on the floor of a conference room with Shambalians tending to him.  Smuggler pushes past the Elder.
INT.  SMALL CONFERENCE ROOM
He rushes over to his friend and kneels down.
SMUGGLER
(to the crowd)
What happened?  Who did this?
No one speaks.
SMUGGLER (CONT'D)
Cowards.
Lido reaches up and pulls Smuggler close to him.
SMUGGLER (CONT'D)
Apollyon?
Lido nods slowly.
LIDO
There's a flaw.
SMUGGLER
Don't speak.
LIDO
They can be stopped.
Lido slips his Crystal into Smugglers hand.
LIDO (CONT'D)
(last breath)
The left side...
INT.  INTAKE HANGER
James, visibly nervous, tries to go about his sweeping.  He jumps at the sound of a closing door.  He hears something.
SYLOME
Psst.
Spooked again, he turns quickly to see a Shambalian woman atop ship number #4.  She waves him over.  James points to himself.  She waves again.  He looks around then cautiously makes his way to the ship.
INT.  SHIP #4
Sylome is sitting in her seat.
JAMES
Who are you? 
SYLOME
You need to calm down.  You're going give yourself away.
JAMES
What are you talking about?
SYLOME
If this thing is going to work-
JAMES
Where's Susan?
SYLOME
She's around.
JAMES
This is her ship.
SYLOME
I know... James, it's me.
JAMES
Me who?
SYLOME
Sylom- Susan.  Woonsocket, born and raised.
James moves backwards in disbelief.  He trips and falls into one of side seats.  He presses back in his chair as Sylome walks towards him.
JAMES
You didn't have to lie.
SYLOME
Sure, I did.  Look at you.  If I would have told you then, you might have hurt yourself.
James gathers himself.
JAMES
It's just that my kids-
SYLOME
Everything will be fine.  You'll see.  My real name is Sylome.
She extends her hand.  He hesitates.
SYLOME (CONT'D)
I don't bite.
He shakes her hand.
SYLOME (CONT'D)
Come on.  We've got work to do.
INT.  THE CORRIDORS
Smuggler moves quickly through the hallways talking to himself.  Humans and Shambalians go about their business.
SMUGGLER
Left side.  What did he mean, left side?
With the crystal in his pocket, doors open as soon as he reaches them.  A Droid looks in his direction but does not challenge.
As he passes the robot he notices the artificial hearing mechanism on the left side of its head.
He walks on.
INT.  STOREROOM
He enters a large storeroom.  He rummages through boxes of miscellaneous stuff.  He accidentally knocks one over.  Fourth of July decorations and a folded American flag fall to the floor.  He continues his search.
INT.  INTAKE HANGER
James and Sylome stand near a door towards the back of the hanger.
SYLOME
In a moment a guard is going to make his rounds.  He's going to come through there.
(pointing to the door)
SYLOME (CONT'D)
Here.  Take this.
She hands him a small door stopper and a pencil with duct tape wrapped around it.
JAMES
Tape the door?  What about the cameras?
SYLOME
Be discreet.   Stop it first.  I'll distract the Droid.  We'll tape it when he leaves.  Hurry.
James rushes over to the door.  As soon as he gets there it opens.  He quickly starts sweeping, never looking up, whistling.  Sylome calls to the Droid in Shambalian.  It works, giving James just enough time to slip the stopper into place.  He watches as Sylome keeps the Droids attention.
INT.  EAST TRANSPORT  CONTROL ROOM
Williams is in the controller's seat along side her alien partner.  Angela is recording nearby.  The women jump as the blaring sound ot the siren starts.
SHAMBALIAN
The Escape Alarm.
A few seconds later a voice is heard over the loudspeaker.
APOLLYON
All humans are to cease work at this time.  You are to report to the Arenas.  I repeat.  All humans are to cease work at this time and report to the Main Arenas.
Williams and Angela stand fast, ignoring the message.  A Shambalian supervisor steps into the room.  She doesn't get a chance to say anything.
WILLIAMS
We know.  We're going.
Williams gets up from her seat.  Angela tosses the clipboard in the chair.  The Alien worker stands and slowly extends his hand.  Williams pauses a second, then shakes his hand.
ANGELA
What now?
WILLIAMS
I'd say we get our asses to the Zoo as soon as possible.
INT.  RESEARCH CENTER
As the siren continues, humans move towards the door. Shambalian workers stand and watch.
BILLY
Come on, we've got to get to the Zoo.
The two of them stand there a moment, watching the movement. Just as they begin to leave, Anthony stops.
ANTHONY
Oh Shit!  The cameras?
He goes back to his terminal.
ANTHONY (CONT'D)
Look out for me, will ya.
Billy stands watch as Anthony goes to work.
BILLY
Hurry up, they're coming.
ANTHONY
All right.  All right.
Two Shambalians walk against the exiting crowd.  They're headed directly towards the two of them.
BILLY
(through his teeth)
Hurry up.
ANTHONY
Come on!
He bangs the side of the monitor. 
The instant the Aliens get there.  Anthony stands up, spins and salutes.  The boys walk right past the Shambalians.  The Aliens look to the computer.
A picture of Bart Simpson, dressed up as Uncle Sam, flipping the finger.
INT.  THE CORRIDORS
Williams and Angela stands with their backs against the wall. They watch as a horde of humans move through the hallway.
ANGELA
(over the commotion)
Did I tell you my birthday's tomorrow?
Williams takes hold of her hand.
WILLIAMS
Happy Birthday, Baby.
Four Droids march behind the crowd.  They stop when they spot the two women.  Reluctantly the girls fall in line.
As the humans walk, some of them start to talk.
MAN
They're going to kill us.
MAN #2
We should fight.  There's more of us than them.
The crowd grumbles but keeps on moving.  Williams sees Billy and Anthony up ahead.  She waves.  
Taking Angela by the hand again they work their way towards the guys.  Angela gives her brother a big hug.
ANTHONY
We'll hit the Zoo before the Arena.
ANGELA
Yeah, but there's guards all over the place.
WILLIAMS
Where's Smuggler when you need him?
INT.  THE CORRIDORS  ANOTHER LOCATION
Daphney is caught in a crush of bodies.  Her feet barely touch the floor as the swarm of people seems to move as one.  
A fight breaks out up ahead and the crowd lurches back, nearly knocking her to the floor.  Bodies fly through the air as screams can be heard.  She jumps when a hand is placed on her shoulder.  She looks around to see Smuggler. 
DAPHNEY
Man, am I glad to see you.
SMUGGLER
Come on.
They make their way against the crowd.  They get against the rock cut-out wall.  Two Droids run to the fray.  
They slip into a side door.
INT.  SMALL HALLWAY
Smuggler moves quickly with Daphney close behind.  They slow down when they reach another door.
INT.  THE MUSEUM
The door opens to a large showroom filled with cars; everything from antiques to high performance.  Hearing footsteps, he grabs her by the hand and moves quickly.  The steps get louder and he climbs into the back seat of a classic Cadillac convertible.  She leaps in and lands on top of him.  He holds her head down on his chest until they hear the door open and close.   He lies there enjoying the situation.  
DAPHNEY
Let go.
He lets go of her head and she slowly looks up.  Seeing that the room is clear she pushes herself up.  Smuggler has a sheepish grin on his face.  
DAPHNEY (CONT'D)
Don't say a word.
SMUGGLER
What?
They get out the car and continue on.
INT.  THE ZOO
Migner continues to work through the sirens.  He looks around waiting for someone to approach him.  Everyone else is gone. 
A Shambalian comes through the door. 
SHAMBALIAN
You have to leave.
MIGNER
Can't leave a job half done.
SHAMBALIAN
I don't make the rules.
MIGNER
What do you care?  Hell.  Let'em come get me.  That's what's wrong with you, you... Ahhh.
He takes the hose and throws it in the direction of the Shambalian who jumps out the way.  Another Alien walks into the room.  They speak in Shambalian, the supervisor leaves.
YAN.  The commander of the Shambalian Sea/Air Explorers.  
Sirens still blaring, Migner and Yan stand there staring each other down.
MIGNER (CONT'D)
I know, I'm going.
YAN
Stay right there.  Smuggler-
MIGNER
Son of a Bitch!
Migner starts to back away.  He turns to run.
YAN
He instructed me to hide you if anything were to go wrong.
Migner stops in his tracks.
MIGNER
Then why didn't you say so.
INT.  THE CORRIDORS
Smuggler and Daphney are running through the corridors.  It's eerily empty.  Daphney is winded.
DAPHNEY
I'm tired.
SMUGGLER
Can't quit on me now.  We've got to get to the Zoo.  If the others have to wait they'll be sitting ducks.
As they start off again, a box of nitting needles falls from Smuggler's pocket.  They quickly pick them up. 
DAPHNEY
What the hell are these for? 
SMUGGLER
Never mind that, just come on.
INT.  THE ZOO
Migner is up on a ladder.  Still skeptical, he looks down to Yan.  Yan motions him to go ahead.  Reluctantly, he climbs inside a small door.
INT.  FEEDING BIN 
He falls onto a bed of leaves.  It's pitch black.  His voice echoes.
MIGNER
What the...
INT.  THE ZOO  CAT ROOM
Smuggler and Daphney bust through the door and into a room full of wild cats, each to their own cage.  They slow to a fast walk.
DAPHNEY
They're beautiful.
SMUGGLER
Too bad we can't stay.
INT.  THE ZOO  
Through another door and they're in the room where Migner is hiding.  The hose is still on, water flowing into a drain. Breathing heavily Smuggler looks around.  Yan stands near the ladder.
SMUGGLER
Where's Mig?
YAN
He's up there.
Daphney keeps her distance.
SMUGGLER
It's okay.  This is Yan.  He's a Flyer.
Yan nods politely.
INT.  FEEDING BIN
Migner sits there in the dark waiting for someone to come get him.  He hears a scraping noise then a bump.  He jumps as the opposite wall starts to open from the bottom.  In pops the head of a baby dinosaur.  Migner shields his eyes slightly from the brightness.  The dinosaur starts to feed.  Not noticing Migner, it nearly takes his foot off.  Migner jumps and frightens the baby.  They both holler.  Migner puts as much space between him and the dinosaur as he can.
INT.  THE ZOO
Hearing Migner, Smuggler calls out.
SMUGGLER
Hey, Mig?
Migner heeds the call and rushes from his hiding place, jumping the last few rungs.
MIGNER
Some hiding place?
YAN
Droids came through here a few minutes ago.  We'll be okay for a while.
SMUGGLER
(to Daphney)
You stay here.  Mig, come on.
The pair moves towards the door.
DAPHNEY
Hey!
SMUGGLER
(looking back)
Don't worry.  You're in good hands.
Daphney looks to Migner.
MIGNER
We'll be right back, I promise.
INT.  THE ZOO  HALLWAY
Smuggler and Migner peep through a cracked door.  A mass of people pass through the corridor.
MIGNER
How do we know they didn't go by already?
SMUGGLER
We don't.
Smuggler opens the box of knitting needles.  The box is all but crushed.  He takes out two needles and hands the box to Migner.
SMUGGLER (CONT'D)
Hold on to these, will you?
MIGNER
What are you doing?
SMUGGLER
Lido's dead but he may have shown me how to stop these things.
MIGNER
With knitting needles?
SMUGGLER
It's all I got.
MIGNER
You couldn't find a gun?
SMUGGLER
There are no guns.  They destroy'em as soon as they get'em.  Do the Droids look like they need guns?
MIGNER
No but you couldn't find a bat or something, even a-
SMUGGLER
Will you shut the Hell up.
MIGNER
Oh.  So you got balls now.
SMUGGLER
Just follow my lead.
MIGNER
Look.  There they go.
They see their friends coming down the corridor.
INT.  THE CORRIDORS
As they get a little closer Smuggler crashes out the door followed closely by Migner.  He pushes to the middle of the crowd and yells.
SMUGGLER
Stop_!  Fight now or die!
The crowd slows down.  Williams and the others see Smuggler up ahead and push harder through the crowd.  They reach Migner.  The crowd starts to move again separating Smuggler from the others.  The Droids move in.
WILLIAMS
What now?
With eye contact alone Smuggler tosses the Diamond Crystal to Migner.  Migner jumps up and gets a hand on the crystal.  He fumbles with it but brings it in.  He places it in Williams' hand and motions towards the door.
MIGNER
Go!
Anthony reaches in the box and takes a couple of needles.
MIGNER (CONT'D)
You know what to do with those?
ANTHONY
Yeah.  I think so.
Migner goes for Smuggler.  Williams takes a look back then leads the others against the crowd towards the door.  Four Droids head toward the commotion throwing bodies as they go. One of the Droids follows the group into the hallway.
INT.  THE ZOO  HALLWAY
They get through the door and into a hallway with the Droid close behind.
WILLIAMS
Come on!
Billy and Anthony help Angela along as the robot reaches them.  It reaches out and gets a hold of Angela.  She screams.  Billy bumps the Droid and surprisingly it trips.  Falling, the Droid gets a hold of Angela by the ankle causing her to fall also.  Billy tries to pull Angela from its grip.  Williams watches helplessly.  Anthony jumps on its back.  He takes the knitting needles and rams them into the hearing apparatus on either side of its head.  The Droid bucks Anthony from his back while Billy continues trying to free his sister.
ANTHONY
Shit!
He gets ready to pounce on the Droid again but it starts to shake wildly as a black oily substance oozes from its left ear.  It starts to smoke then freezes.  Angela is still screaming.
BILLY
It's okay.
ANGELA
My foot!
Anthony tries to free her then unties her boot.  She stumbles away from the incapacitated Droid.  Williams grabs her, giving her a big hug.  Anthony walks over to Williams.
WILLIAMS
You're smarter than you look.
ANTHONY
Oh, you like me now.  The crystal?
WILLIAMS
Oh, yeah.
She takes the crystal from her pocket and puts it in his hand.
WILLIAMS (CONT'D)
Good Luck.
Anthony takes off towards the corridors.  Williams and the others head for the Zoo.  Angela's half hopping half running, one boot missing.
INT.  THE CORRIDORS
Three Droids surround Smuggler and Migner.  The corridor is clear except for the dead and unconscious.  The Droids stand there, moving only when one of two makes a move.  Migner slowly takes two needles from the box then puts the box in his pocket.  Smuggler taps his left ear. 
MIGNER
Why don't they attack?
SMUGGLER
I don't know?  I say we make a run for it.
MIGNER
Run.  Run where?
INT.  THE ZOO
The rest of the group is sitting, waiting for the other three.  Yan is standing.
BILLY
What's taking so long.  I don't known if they're going make it.
WILLIAMS
They'll make it.
YAN
I have been instructed, in case they do not arrive.
BILLY
Well we better get out of here soon.
DAPHNEY
They wouldn't leave us.  I say we wait.
INT.  THE CORRIDORS
Migner and Smuggler hear someone coming.  The two of them look up to see Apollyon walking towards them.
APOLLYON
Ahh, Breaden.  I'm going to enjoy this.
SMUGGLER
You Bastard!  You didn't have to kill him.
APOLLYON
Pity is an emotion I have not yet mastered.  Commander Lido was weak.
Migner notices Anthony at the Zoo door.  He nudges Smuggler.  Smuggler picks up on it but it's too late.  Apollyon and his men move in.  Smuggler, not waiting, runs and jumps into Apollyon's arms.  Apollyon can't get a full blow with his weapon.  He grabs Smuggler in a bear hug, squeezing tightly.  Smuggler sreams out in pain.
MIGNER
No!
Migner sees a Droid out the corner of his eye.  He ducks a swing then slams the needle into its head.  Anthony comes running, getting one from behind.  The Droids loose their balance falling to the floor.  The sight of his Droids dropping to the floor takes Apollyon's attention off Smuggler.  The last Droid grabs Anthony by the neck with one hand, picking him clear off his feet.  Migner responds with a quick strike.   
Smuggler, weak from the force of Apollyon's grip musters up enough strength to pierce Apollyon's head on both sides.  They tumble to the floor.
Migner frees Anthony and they both run to Smuggler.  All the Droids are down, some still shaking others frozen.  Black oily fluid seeps onto the floor.  The sirens go silent.  The strobes stop.  Migner notices.  The two of them wrench Smuggler from Apollyon's grasp.  He's still alive but barely.
ANTHONY
You okay?
MIGNER
Come on buddy, we got a plane to catch.
They help Smuggler to his feet and make their way to the door.
INT.  THE ZOO
DAPHNEY
Where are they?
WILLIAMS
Just hang in there, they'll be here.
Billy jumps to his feet.
BILLY
It's taking too long.  I'm going after them.
ANGELA
Billy, no.
WILLIAMS
Shh!  I hear something?
The door swings open and in walks the guys.  Migner and Anthony drag Smuggler, nearly unconscious into the room.  Hanging from Anthony's hand by the laces is Angela's boot.
WILLIAMS (CONT'D)
I told you they'd make it.
The women GASP at the sight of Smuggler.  They rush over to help.
ANGELA
Is he dead-
SMUGGLER
(lifting up his head)
No.
ANTHONY
You should have seen him.  He took Appolyon out.
MIGNER
Here, help me lay him down.
SMUGGLER
There's no time.  I'll be okay.
INT.  THE ARENA
The strobes are off, the siren silent.
Hundreds of men and women stand around waiting for whatever's next.  Droids line the perimeter and doors.  None of the humans have noticed that the robots have been deactivated.
INT.  THE CORRIDORS
Throughout the corridors humans run amuck realizing the Droids have been incapacitated.  Shambalians stand to the side as the feared revolt begins.
THE CORRIDORS  ANOTHER LOCATION
A gourp of men toss Droids in a pile.  The crowd cheers as another robot hits the stack.
INT.  THE COMPOUND
Groups of Shambalians run for cover as a group of humans tear down anything that can come down.
INT.  THE ARENA
A lone male curiously approaches one of the Guards.  He observes for a moment waving his hand in the Droid's face then jumping back.  He drop kicks the Droid sending the robot crashing to the Arena floor.  A cheer goes up throughout the Arena.  Within seconds every Droid is down and the throng moves as one against the main Arena door.
INT.  THE CORRIDORS
The large doors give way and the mass of people pour out into the corridors.  Checking every door as they go, they head for East transport.
INT.  THE ZOO
The group moves through the zoo.  The animals seem to sense the danger, going crazy in their cages.  
Yan helps Smuggler along as they come to a door.  Migner opens the door and the rush of wind and snow nearly knock them off their feet.  Migner forces the door close.
BILLY
What the hell is that?  A blizzard underground? 
WILLIAMS
How are we going to get through that?
SMUGGLER
I didn't say it was gonna be easy.
YAN
Something is wrong.
ANTHONY
No shit!
MIGNER
Let's do it.
INT.  WINTER ROOM
The light from the open door shines through the near blizzard conditions.  The group trudges their way through the knee-high snow.
INT.  INTAKE HANGER  CONTROL ROOM
Sylome introduces James to the two controlers and a group of flyers.
JAMES
All of you are leaving?
CONTROLLER
It is no longer safe here.
JAMES
I don't know, humans can be really nasty sometimes.
FLYER
Here, we will surely die.  Besides the treaty will protect us.
JAMES
Treaty?  What treaty?
SYLOME
The Concealment Treaty of 1980.  Your government promised to supply us with goods and technology if we would no longer execute humans who discovered our city.
JAMES
Well I'll be Damned.  Unbelievable.
(to controllers)
Tell me something?  If you two are going-
SYLOME
Automatic Drive, everything will be timed.
JAMES
No room for error.
SYLOME
So where are your people?
FLYER
Sylome, the Guard?  He'll be making his rounds.
SYLOME
(to James)
Yes.  Come.
INT.  THE CORRIDORS
Inactive Droids lay motionless.
The eyes of one of the Droids' open.  Glowing yellow, they focus.  It's Apollyon.  
APOLLYON
Artificial Intelligence.
INT.  ROBOTICS  BACK ROOM
One by one the Droids begin to move.  Apollyon runs to Robotics, picks up a remote off the desk and they head for the door.  The video monitors have no reception.
INT.  INTAKE  MAINTENANCE
James, Sylome and one of the flyers lift a Droid up into some sort of chute.
JAMES
I wonder what happened?
SYLOME
Does it matter?  Let's get rid of it.
They finally get the thing all the way in the chute.  Sylome goes to close the hatch when the reactivated Droid prevents her.  After a struggle they get the hatch closed.  Sylome slams the button.
INT.  THE CORRIDORS
The Droids are all responding, unpiling themselves.
THE CORRIDORS  ANOTHER LOCATION 
Apollyon's army has swollen to upwards of fifty.  They are seen double timing through the corridors.  The siren start again.
APOLLYON
148, come in.  Number 148?
INT.  MASS TRANSPORT  CONTROL ROOM  
Droid #148 is standing in the now empty control room looking out over a sea of human beings.  People are entering the station from every tunnel.  They all converge on one tunnel, the South.
DROID #148
Number 148, here.
APOLLYON
What is the situation?
DROID #148
They are moving south through the tunnel.
APOLLYON
This is a Maximum Alert.  All escapees are to be terminated.  I repeat terminate all escapees...  Number 148, stand fast...  Number 65 come in.
INT.  SOUTH TRANSPORT
Droid #65 is standing in the middle of a deserted station. The Mass Transport tunnel is directly in front of him.  His voice echos.
DROID #65
All quiet hear, Sir?
INT.  THE ZOO
Apollyon and his troops have entered the Zoo area.
APOLLYON
They are headed towards you.  Inform me at the first sight of humans.
INT.  SOUTH TRANSPORT
DROID #65
Shall I engage, Sir?
INT.  THE ZOO
APOLLYON
You won't have to.
INT.  THE WINTER ROOM
The group makes its way through the snow.  The wind blowing, their visibility impaired.
YAN
(yelling)
We are nearly there.
BILLY
I think I see it.
Daphney does a double take when she looks back and sees two gigantic polar bears loping towards them.  She yells.
DAPHNEY
We got company!
Looking back Migner hollers.
MIGNER
Run!
They get closer to the door as the bears close in on them. Anthony fumbles in his pocket.  He drops the crystal.
ANTHONY
Damn!
WILLIAMS
Find it!
Billy, Anthony and Angela dive in.
DAPHNEY
(looking back)
You better hurry.
Yan raises his right hand and the crystal responds, glowing as it moves through the air.  They barely get in the door.  Yan closes it, the bears just on the other side.
INT.  JUNGLE AREA
Yan and Smuggler start down a small path as the rest of the group try and catch their breath.  They aren't paying attention to where they are.  The cakle of a jungle animal changes that.  They all turn around slowly to see thick tropical vegetation.
WILLIAMS
Cheese and rice.
Yan and Smuggler are about to disappear into the brush.
DAPHNEY
Hey!  Wait up, you guys.
They take off after them.
INT.  WINTER ROOM
The mechanize army double times through the snow.
INT.  SOUTH TRANSPORT
DROID #65
I have a visual, Sir.
INT.  JUNGLE AREA
As his men come through the door, Apollyon warns his soldier.
APOLLYON
Then I suggest you remove yourself from the immediate area.
Apollyon lifts his remote and presses a button.
INT.  SOUTH TRANSPORT TUNNEL
Hundreds of humans are caught in a massive EXPLOSION, the tunnel collapsing on top of them.
INT.  SOUTH TRANSPORT
Droid #65 is seen running then being thrown from the blast.
INT.  JUNGLE AREA  PATH
The group is still moving along the path.  Tall trees and vines line the passage.
YAN
Did you hear that?
DAPHNEY
What was it, an earthquake?
YAN
I'm not sure, but we should hurry.
SMUGGLER
It's not much further.
They come to a clearing.  On the other side of a field of tall grass, is a door.  Off to the side is the larger Jungle Room entrance door.  Smuggler points to the smaller door.
SMUGGLER (CONT'D)
See.
MIGNER
Over there.
INT.  MASS TRANSPORT
With people escaping the South tunnel and others still filing in the humans are trapped.  
Some are seen helping the injured.  Smoke and bits of debris fill the station.  They organize and move on the Jungle Area entrance.
INT.  JUNGLE AREA  
The group moves as fast as possible through the thick grass.  A loud banging can be heard.
Apollyon stops at the edge of the clearing.  He spots the group halfway across.  
He sends four Droids in their direction.
APOLLYON
Kill them!
He and the rest of his robots head for the Jungle Area entrance door.  The banging gets louder echoing off the rock walls of the massive room.
MASS TRANSPORT
Using tram cars, humans ram the Jungle Room door.
JUNGLE AREA
Apollyon halts his troops as the thirty-foot doors come down with a cloud of dust.  Hundreds of hell bent and furious humans storm the room.  Armed only with pieces of debris they sprint towards the Robots.  
The combatants reach each other and without so much as a pause, the Humans attack Apollyon and his Driods.  The battle rages, strength against numbers.
INTAKE HANGER
Williams is the first through the door.  She screams at the sight of a flying saucer hovering a few feet off the hanger floor.  Two strange guns aimed directly at her.  The others run right into Williams with the same reaction.  Yan and Migner, Smuggler in tow bring up the rear.
MIGNER
They're right behind us.
Everybody scatters away from the door.  Seconds later the first Droid through the door is met with a blast from Ship #4's lasers.
James hugs his kids.  They duck at the sound of another Droid being destroyed.
With Ship #4 now on the floor, they all stand in awe at the sight of a fleet of flying saucers.  James is climbing up Ship #4's ladder.
JAMES
Hurry up.  Haven't you ever seen UFO's before?
INT.  SHIP #4
Sylome pilots the ship with James in the co-pilot seat.  The rest of the group is belted in, except Smuggler who is strapped to a gurney.  Migner is seated next to him, holding his hand.
SYLOME
(pointing to the monitor)
Look.
On the ships monitor, humans enter the door with the reaction of people who have never seen UFO's before.  Sylome brings the events up on a larger monitor so the rest of the group can see.  Paul is spotted.  
BILLY
(pointing)
Look! 
They cheer.
Angela pumps her fist.
ANGELA
Yes!
INTAKE HANGER
Yan, headset on, directs humans boarding ships.
Most of them Line up to board the mothership.
Yan hears Sylome over the radio.
SYLOME
Commander, how much longer?  The water is starting to come in.
INTAKE VALVES release water onto the hanger floor.
The water is up to the Yan's waist as the last passengers board.
SYLOME (CONT'D)
Sir, when that door opens you better be in that ship.
The doors open with a rush of water that quickly fills the hanger.
INT.  SHIP #4
SYLOME
Hang on.
The ship rocks as it absorbs the shock of the water.
EXT.  NEW YORK CITY  HUDSON RIVER -- DAY
SUPER: NEW YORK CITY, USA
The sky is dark, the city in ruins.  Construction workers in contamination suits operate heavy machinery on both sides of the river.  Thousands of other construction workers go about rebuilding the city.  Liberty Island's in the background where a new Statue of Liberty is under construction.  The top half being hoisted up by crane.
SHIP #4 pops up in the middle of the river.  Two more ships surface directly behind it.  Workers on both shores start to take notice.
As the three saucers float atop the river, more ships break water.
Within seconds of the saucers appearing on the river, scores of military craft converge on the Hudson.  Military helicopters hover over the strange craft as F-16 soar overhead.  N.Y.P.D boats, U.S. Coast Guard Cutters as well as a U.S. Naval Destroyer all surround the small fleet of unidentified vessels.   
A total of ten spaceships wade through water made choppy by all the activity.
INT.  SHIP #4
Most of the group is standing.  They look through the windshield as well as watch the monitors.
Migner sits on the floor still holding Smugglers hand.  Smuggler slowly pulls a folded American flag from his jump suit.  He struggles to speak.
SMUGGLER
I thought you might need this.
He gingerly reaches into his hip pocket and hands Migner a small jewelry box.
MIGNER
What's this?
Migner opens the box.  A very expensive looking diamond bracelet sits inside.
SMUGGLER
Give it to James.
The rest of the group are glued to the window. 
ANGELA
They won't fire, will they.
JAMES
I doubt it.
WILLIAMS
Well, we gonna get out of here or what?
They move towards the ladder.  Sylome doesn't budge.  They stop and look at her.
SYLOME
I'm not going first!
MIGNER
Here.
Migner tosses the flag to Billy.
EXT.  SHIP #4   DAY
The hatch opens and after a brief moment Billy appears.  He looks around then triumphantly raises the United States Flag.  A cheer can be heard throughout the area.
EXT.  HUDSON RIVER
The crowds cheers as Naval rafts motor their way towards the alien ships.
EXT.  U.S. NAVAL DESTROYER
Migner, Billy and Anthony console the women as Smuggler's body is carted past them, bagged up on a gurney.  Humans and some Shambalians continue to board the Destroyer.  Armed marines line the deck.  In the background a small group of Shambalians are being briefed by Naval brass.  A man in a white lab jacket uses a wand, testing for radiation.
EXT.  SHOT  SHIP #4
Sylome is half out of the hatch while James stands on the ladder.
JAMES
...you can't go back.  He'll kill you.
SYLOME
Maybe not?
JAMES
What made you change your mind?
SYLOME
You had to check on your people-
Without warning the ship starts to HUM loudly.
SYLOME (CONT'D)
(adjusting her microphone)
Yan.  What's going on?
YAN (V.O.)
Someone switched to override.  The ships are returning.
SYLOME
(to James)
You better get out of here.
JAMES
Can I change your mind?
She gives him a big hug then lowers herself into the ship.
The river lathers, the alien ships gone.
EXT.  NAVAL RAFT
The raft heads back to the Destroyer.  James, flanked by machine gun toting marines stands there staring into the water.
EXT.  NAVY DESTROYER
The group stands on deck as a navel officer addresses them.
NAVAL OFFICER
If you would please follow me.  We have a lot to talk about.
As they follow, the man in white moves around them with his wand.  Migner secretly hands the jelery box to James.
ANTHONY
Yo.  Can we get something' to eat?  I'm starvin'.
FADE OUT.
                      THE END