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ALL SCRIPTS




                                  FLASH GORDON



                                   Written by

                                Lorenzo Semple Jr.


                         
          FADE IN:
                         
          EXT. WIDE AFRICAN LANDSCAPE - MORNING
                         
          At first only darkness, then the rising sun paints in an
          endless savanna from horizon to horizon. We hear savage drums
          beating in the distance coming from some unknown place.
                         
          The sun clears the horizon. Suddenly it changes amazingly:
          the white disc goes through a rapid series of color
          transitions, from yellow to green to purple to an incredible
          BLOOD RED. From it shoots a RED LIGHTNING BOLT.
                         
          The sky echoes with THUNDER.
                         
          We hear a HOWLING ethereal wind, but not a twig of the brush
          stirs as bolt after bolt of RED LIGHTNING rips the sky, with
          each one a TITLE or CREDIT appearing.
                         
          Under FINAL CREDIT snow is beginning to fall on the burning
          blood-red savanna.
                         
          EXT. PLANE IN FLIGHT - DAY
                         
          I's a Twin Otter with the logo of some commuter airline. It
          buzzes along over pleasant countryside, through a sky that's
          almost unnaturally serene and filled with fleecy white clouds.
                         
          INT. PLANE IN FLIGHT - DAY
                         
          There are just two passengers in the cabin. One is DALE ARDEN,
          a great looking dark-haired girl sitting by herself and
          reading a book entitled "KARATE FOR THE SINGLE GIRL.... A
          Guide to Survival In The City." A few rows forward, near the
          open door into the pilots' compartment, is FLASH GORDON.
          He's studying a football play-sheet, one of those diagrammed
          things with X's and 0's for the players and dotted-line arrows
          indicating the directions of movement.
                         
          Suddenly the plane makes a violent bump. It almost knocks
          the book from DALE'S hand. She looks out the window with
          sudden fright, tossing hair out of her eyes, in a gesture
          that's habitual to her in moments of stress.
                         
          There's nothing to see outside but the pretty clouds. She
          looks forward again and watches FLASH standing up easily,
          leaning in t..e cockpit doorway to speak to the PILOTS.
                         
          INT. PLANE/ COCKPIT - CONTINUOUS
          (CO-P:ILOT, DALE, FLASH, PILOT)
                         
                          FLASH
           What was that, fellas?
           2.
                         
                          PILOT
           Clear-air turbulence, is all. Nothing
                          SERIOUS
                         
                          CO-PILOT
           But nothing you'd want to toss a
           third-down pass through either --
           (Grinning back at
                          FLASH)
           Can I have an autograph for my kid,
           Mr. Gordon?
                         
                          FLASH
           Sure -- my pleasure.
                         
          As FLASH takes a bit of paper from the CO-PILOT, the plane
          takes another jolt, even more violent than the first.
                         
                          PILOT
           Wow. Call Westchester Approach, see
           what they've got.
                         
                          FLASH
           I sure hope we don't have to turn
           back. I mean this is first day of
           training camp, I wouldn't want to be
                          LATE --
                         
                          PILOT
           Seat-belt time.
                         
          FLASH starts back to his seat. The plane jumps again, shudders
          violently. He holds on, calls up front:
                         
                          FLASH
           Maybe it'd be smoother if you went
                          HIGHER --
                         
                          DALE
           Will you SHUT UP?
           (as FLASH's head
                          SWIVELS)
           Look, Mister Flash Gordon, they have
           their hands full -- just let 'em
           drive.
                         
          INT. PLANE - CONTINUOUS
          (DALE, FLASH)
                         
          The plane buffets. FLASH is sent reeling, catches hold of
          the rack above DALE, lowers himself into the seat next to
          her. He buckles fast, takes out a candy bar and offers it
          to her.
           3.
                         
                          FLASH
           When you're nervous, it can help to
           chew on something
                         
                          DALE
           Thanks a lot -- I look dumb enough
           to take candy from a stranger?
                         
                          FLASH
           I'm not a stranger exactly -- You
           know my name.
                         
                          DALE
           Who doesn't. Number one draft pick,
           cover of PEOPLE mag -- what'd the
           GIANTS sign you for, eighty-nine
           million? Big deal!
                         
                          FLASH
           Of course.
                         
                          DALE
           God, I hate flying -- I'm Dale Arden
           it's crazy of me to hate flying --
           I'm a travel agent, you see? -- I've
           just been checking out a little hotel
           in Vermont -- can I still have that
           candy bar?
           (and in the same breath)
           Are we going backward?
                         
                          FLASH
           Backwards?
                         
                          DALE (GASP)
           Holy cow! Look at the clouds!
                         
          EXT. SKY - POV FROM PLANE WINDOW - DAY
                         
          The pretty white clouds are changing above and beginning to
          surround the airplane. Over the engines we HEAR that same
          ethereal wind rising which we heard in the opening. Slowly
          and terrifyingly, the sun starts turning BLOOD RED. The clouds
          race faster, faster, until they are actually streaming past
          the plane from behind.
                         
          INT. PLANE - DAY
                         
          FLASH and DALE -- faces bathed in the eerie light. Speechless-
          DALE grasps the football player's hand with all her strength.
                         
          EXT. A FANTASTIC GREENHOUSE - DAY
                         
          It is a huge and rambling, antique, standing in semiruinous
          isolation in a pretty country landscape. The sun has turned
           4.
                         
          the SAME BLOOD RED we saw from the airplane, and clouds race
          across it with unnatural velocity.
                         
          In the center of the greenhouse rises a glass-paned tower
          through which we glimpse something MIRROR BRIGHT. Floating
          high in the air above the structure are several silvery helium-
          filled balloons, secured by wires. As we move closer, we
          discern a MAN moving about actively on a platform inside the
          central tower, about half-way up:
                         
          INT. GREENHOUSE TOWER - DAY
          (MUNSON, TV NEWSMAN, ZARKOV)
                         
          The man is DR. HANS ZARKOV: big, bearded, feverish looking
          and seemingly half mad with exhaustion. In striking contrast
          to the antique greenhouse exterior, here there are all kinds
          of computers and displays connected together in a slapdash
          fashion. Quantities of neglected plants, most brown and
          dead or dying, hide the works in here from outside view. As
          Zarkov runs around throwing switches and eyeing displays, a
          grim-voiced TV. NEWSMAN is appearing and speaking from a
          good-sized television screen above the main control console:
                         
                          TV NEWSMAN
           The extraordinary weather disturbances
           reported from Africa this morning
           are now crossing the Atlantic, and
           are expected to reach the East Coast
           of the United States by noon.
           According to scientists at NASA, the
           Earth is being struck by an immense
           stream of cosmic energy, apparently
           the result of some catastrophic
           stellar accident beyond the reaches
                          OF --
                         
          ZARKOV whirls, slams the TV SOUND OFF and yells at the
          silently mouthing NEWSMAN on the screen.
                         
                          ZARKOV
           Fools! Can't you understand? This
           is no accident-- it's an ATTACK! An
           attack planned by a MIND! This is
           ATTACK!
                         
          MUNSON, a scared looking assistant, comes running up the
          stairs with a computer print-out sheet.
                         
                          MUNSON
           Dr. Zarkov! Look at the report from
           the last balloon!
                         
          ZARKOV grabs it, eyes it.
           5.
                         
                          ZARKOV
           I predicted it, didn't I?
                         
                          MUNSON
           Yes, sir -- you sure did. And this
           funny sun too ---
                         
                          ZARKOV
           Ozone layer starting to crack up.
           By tonight Carbon dioxide will be
           combining with free nitrogen to form --
           (breaks off, crumpling
                          THE SHEET)
           Well, this is it.
                         
                          MUNSON
           Sir, the President is on the TV behind
                          YOU --
                         
                          ZARKOV
           What the hell do I care? I tried to
           warn him -- he called me mad, like
           all the others.
                         
          BOOM! The TV screen EXPLODES in a fine shower of glass.
                         
                          ZARKOV (CONT'D)
           Time for us to go, Munson. Get your
           toothbrush and whatever.
                         
                          MUNSON
           Go where?
                         
                          ZARKOV
           Up. Up and at him.
                         
          Stunned, MUNSON turns his head and glances at something big
          and MIRROR BRIGHT gleaming behind foliage in center of tower.
                         
                          MUNSON
           You're crazy!
                         
          Perfectly calm except for the maniacal glint in his eyes,
          ZARKOV pulls out a revolver and points it at MUNSON.
                         
                          ZARKOV
           I can't handle the capsule alone get
           your toothbrush.
                         
          INT. COCKPIT TO SKY - POV
          (CO-PILOT, PILOT)
                         
          The PILOTS watch these clouds also, transfixed with disbelief.
          They speak with that incredible calmness characteristic of
          professional airmen in a moment of impending catastrophe.
           6.
                         
                          PILOT
           What's ,e word from Westchester
           Approach, Bill?
                         
                          CO-PILOT
           Zip. All chanels dead.
           (Reacting to the panel)
           Say, get a load of the VOR's....
                         
          The directional needles are going crazy. All the instruments
          are going crazy. Displays flash impossible symbols. The
          PILOT gapes at them a moment, then returns his gaze to the
          sky and swallows.
                         
                          PILOT
           On the left, about six o'clock
           high......
                         
          The racing stream of clouds is parting open like in some
          surreal painting. From the cortex LASER-like bolts of RED
          LIGHTNING shoot out. Like a missile, one zaps right over the
          plane's nose with a horrible crackling NOISE.
                         
                          PILOT (CONT'D)
           Hold on tight, let's put baby down
           right here......
                         
          The CO-PILOT reaches up and hits the flap control. There is
          a whooshing crackling ZAP! The whole cockpit FLARES OUT
          with an intolerable blinding flash of RED LIGHT.
                         
          INT. PASSENGER CABIN - CONTINUOUS
                         
          The cockpit door flys off its hinges, admitting a gale of
          wind that scatters FLASH'S play sheets like autumn leaves.
          FLASH unsnaps his belt, leaps up and races forward.
                         
          INT. COCKPIT - CONTINUOUS
          (DALE, FLASH)
                         
          The TWO PILOTS are gone, vanished without trace. Wind from
          the shattered windows assaults FLASH as he charges in. He
          stumbles forward as the plane noses into a dive. Recovering
          he scrambles into the left-hand seat, grabs hold of the
          bucking wheel yoke, pulls back and kicks at the rudder pedals.
          DALE lurches in against the tornado.
                         
                          DALE
           Can you fly it?
                         
                          FLASH
           I can fly all right -- I've had a
           couple of lessons! -- just don't if
           I can land!
                          (MORE)
           7.
                         
                          FLASH (CONT'D)
                          (FIGHTING CONTROLS)
           Grab that other wheel! Help me pull
           her up!
                         
          DALE staggers into the co-pilot's seat, pulls back on the
          wheel in front of her.
                         
                          DALE
           Oh boy! Ever hear about the man who
           fell ninety stories from a window
           and didn't break a bone?
                         
                          FLASH
           No but I'd sure like to! How'd The
           man fall ninety stories didn't break
           a bone?
                         
                          DALE
           The window was ninety-one stories
           up!
                         
          SHOOTING FORWARD - THROUGH THE BROKEN WINDSHIELD
                         
          The Earth is approaching fast, wheeling and tilting. We get
          a glimpse of a strange greenhouse structure at the end of a
          flat area.
                         
          Another barrage of crackling RED LIGHTNING BOLTS shoot all
          around the plane but just miss it.
                         
          INT. COCKPIT
                         (FLASH)
                         
                          FLASH
           Brace yourself I'm aiming at that
           field up ahead!
                         
          EXT. ZARKOV'S GREENHOUSE - DAY
                         (ZARKOV'S VOICE)
                         
          Its thousands of panes reflect the RED SUN and the RED BOLTS
          which rain down in intermittent bursts. One strikes an end
          of a gallery, exploding glass and foliage. From inside, we
          HEAR a furious echoing VOICE:
                         
                          ZARKOV'S VOICE
           I see you, Munson! Come out or I
           shoot!
           8.
                         
          INT. GREENHOUSE - DAY
          (MUNSON, ZARKOV)
                         
          ZARKOV is on the lower stairs of the tower, aiming his
          revolver. MUNSON emerges from some dry brown bush where he
          was hiding.
                         
                          MUNSON
           So what's it matter if I'm shot or
           go up in that thing? I'm a goner
           either way, right?
                         
                          ZARKOV
           Of course -- I admit that! But this
           way you'll be giving your life for a
           chance of saving Earth! Haven't you
           any spirit at all??
                         
                          MUNSON
           Goodbye, Doctor -- they were all
           right about you. Have a nice trip.
                         
          MUNSON starts walking away, toward the door at the end of
          the long side wing.
                         
                          ZARKOV
           I tell you I can't take it off alone!
           If you won't come, who will I find?
                         
          If you woo't come, who will I find:
                         
          MUNSON ignores him totally, keeps walking away. ZARKOV lifts
          his revolver and draws a bead on the man's back. Just as he
          is about to shoot, he reacts to something outside.
                         
          EXT. GREENHOUSE
                         
          Amazingly, a Twin Otter is gliding in to a horribly rough
          landing in the field outside. The plane hits on one wheel,
          bounces into the air, comes down again and keeps right on
          rolling toward the greenhouse.
                         
          AS ABOVE - FEATURE MUNSON
                         
          SEEING the onrushing plane, freezing an instant then starting
          to run. He hardly gets five yards before the Twin Otter comes
          SLAMMING IN through the greenhouse wall, burying MUNSON
          totally under the wreckage.
                         
          INT. COCKPIT - DAY
          (DALE, FLASH)
                         
          Crazily angled, filled with dust and smoke. Dazed, blood on
          his forehead, FLASH struggles from his seat.
           9.
                         
                          FLASH
           Dale! Are you all right?
                         
                          DALE
           I'm terrific.
                          (WEAK SMILE)
           Flash Gordon, you have just made me
           a Giant fan for life.
                         
                          FLASH
           Come on -- let's get out before she
           blows!
                         
          FLASH helps her from the wrecked seat, wheels and kicks out
          the emergency exit in the cockpit area.
                         
          INT. GREENHOUSE - DAY
          (DALE, FLASH, ZARKOV)
                         
          FLASH lowers DALE to the ground, jumps down after her. ZARKOV
          is there, smiling at them in a strange way.
                         
                          FLASH
           Hello. i'm Flash Gordon, this is
           Miss Dale Arden --
                         
                          ZARKOV
                          (MEANS IT)
           Delighted to see you.
                         
                          FLASH
           This crazy storm knocked us down
           could we use a phone?
                         
                          ZARKOV
           Certainly. Just follow me -- up those
           stairs.
                         
                          FLASH
           Some weather huh?
                         
                          ZARKOV
           It will get worse.
                         
          ZARKOV turns and smiles at them again as they start up the
          tower stairs. SUddenly DALE stops short, staring at ZARKOV
          with a funny expression.
                         
                          DALE
           You're Dr. Hans Zarkov!
                         
          ZARKOV hesitates just an instant, the nods.
                         
                          ZARKOV
           How did you know?
           10.
                         
                          DALE
           I saw you in PEOPLE mag. After you
           left NASA, remember? It said you
           were utterly ---
                         
          DALE breaks off, almost biting her tongue.
                         
                          ZARKOV
           Insane? Off my rocker?
                         
                          DALE
           I forget what it said:
                          (TURNING HASTILY)
           Flash, let's find some other phone,
           okay? I'm sure Dr. Zarkov is very
           busy.......
                         
          FLASH is baffled, but he gets her urgent look.
                         
                          FLASH
           Well, all right -- but it seems to
           me we ought to --
                         
          Now it's FLASH'S turn to break off. ZARKOV is pointing a
          gun at him.
                         
                          ZARKOV
           Up the stairs to the tower! Ahead
           of me -- quick! --
           (as they gape at him,
                          FROZEN)
           Quick I said: We haven't much time --
           Earth is being attacked! -- there's
           only one slim chance of saving it!
                         
                          FLASH
           Mister, you are insane!
                         
          HOWL of ether-wind increases. Storm of RED LASER BOLTS. Glass
          showers them as parts of the green house EXPLODE and dry
          foliage bursts into FLAME.
                         
                          ZARKOV
           Up the stairs -- RUN!
                         
          ZARKOV jabs the revolver into DALE'S back. RED BOLTS zap
          around. FLASH whispers to her as they start running up ahead
          of ZARKOV.
                         
                          FLASH
           Go with the flow -- wait for a chance!
                         
          Below them, bottom of staircase disintergrates in a RED FLASH.
           11.
                         
          INT. TOP LEVEL OF GREENHOUSE TOWER
          (DALE, FLASH, ZARKOV)
                         
          ZARKOV rips away a screen of foliage, revealing a MIRROR
          BRIGHT capsule, seamless but for one door. He yanks that
          open.
                         
          On every side things are blowing up and burning under the
          merciless rain of bolts. One strikes the capsule head on,
          but does not even leave a mark.
                         
                          ZARKOV
           I need your help to take off! Get
           in or I shot you dead!
                         
          DALE gasps and shrinks back.
                         
                          FLASH
           Take off for where?
                         
                          ZARKOV
           God only knows -- whatever black
           corner of space this is coming from --
           wherever HE is!. -- we'll plunge
           into the devil's heart and destroy
           him! We'll die ourselves, of course,
           but our names will be honored till
           the end of time!
                         
                          DALE
           Look, Doc -- I don't book kamikaze
           tours -- never.
                         
          FLASH is poised to jump, but ZARKOV suddenly pushes DALE off-
          balance, INTO the capsule. FLASH leaps after her.
                         
          INT. CAPSULE
          (DALE, ZARKOV)
                         
          It is curiously transparent from the inside, mirrored only
          on the exterior. There are some controls and displays, but
          in general the interior is severely ascetic: as far removed
          from conventional spacecraft as ZARKOV's solitary genius is
          from everyday science.
                         
          Immediately starting to set switches in a frenzy of activity,
          ZARKOV waves the gun at FLASH.
                         
                          ZARKOV
           Sit down there! Foot on the red pedal!
                         
                          DALE
           Flash! Sack him!
           12.
                         
          ZARKOV wheels and pulls the door shut. FLASH jumps him. He
          punches ZARKOV in the gut. ZARKOV slams him back with the
          well-known strength of a madman. FLASH clobbers him again.
          Falling, ZARKOV dives sidewards and hits a switch.
                         
          The capsule WHINES SOFTLY and begins to WHIRL. Looking out
          through the transparent wall, it is as if the capsule itself
          was motionless and the scene outside is whirling. What's
          left of the greenhouse is under a constant rain of those
          LASER BOLTS, flashing fire that makes us dizzy.
                         
          FLASH staggers to his feet and finds DALE, folds his arms
          around her protectively. The centrifugal force is rapidly
          increasing now, throws them both against the wall. Faster
          and faster, whirling, the force presses DALE'S body back
          against FLASH'S until they are almost one flesh.
                         
          We move over and find ZARKOV plastered against another part
          of the whirling capsule, his face drained white and distorted
          by the terrific G-Force operating here now, his lips moving
          as he speaks with enormous effort:
                         
           ZARKOV,
           Friendship...Built this to send to
           them in...Friendship...The end
           now...End of the world....Unless we
                          ····
           (every sound an effort
                          NOW)
           Unless...We...Three...Can...
                         
          ZARKOV'S eyes close. He loses consciousness.
                         
          EXT. GREENHOUSE - LONG SHOT (MINIATURE)
                         
          Totally ablaze within now, one huge fantastic jewel of fire.
          The whole central tower explodes outward. From the inferno a
          MIRROR-BRIGhT capsule slowly rises, hovers, begins picking
          up speed again as it ascends.
                         
          EXT. CAPSULE IN FLIGHT
                         
          Whirling, whirling, invincibly unharmed by the LASER BOLTS
          which glance off it again and again, accelerating up into
          space.
                         
          EXT. CAPSULE IN FLIGHT - POV
                         
          The EARTH recedes below into a ball, RED-HUED' under the
          fantastic sun. A fast approaching light FLARES up against
          the mirrored surface and is recognised as our MOON. It flashes
          past, follows EARTH into e distance. All around, the sky
          darkens into the void of space.
                         
          FANTASTIC MONTAGE - OUTER PLANETS OF OUR SOLAR SYSTEM
           13.
                         
          They hurtle past the capsule in rapid sequences:
                         
                         RED MARS
                         
          A sudden gauntlet of careening ASTEROIDS, all sizes, from
          tiny zingers to one almighty tumbler big as AFRICA.
                         
          Mammoth JUPITER with thirteen moons and its atmosphere of
          deadly methane clouds more than 1000 miles deep. The RED
          PATCH on its surface is a storm 20,000 miles across which
          has raged without intermission for 200 EARTH centuries.
          Through the RINGS OF SATURN in a dazzling LIGHTSTORM of
          blazing ice crystals.
                         
          NEPTUNE, PLUTO, outermost URANUS. One after another the
          planets are left hurtling behind, wheeling in their concentric
          orbits, the entire SOLAR SYSTEM dwindling into nothing.
                         
          EXT. A SPIRAL NEBULA
                         
          It tilts and wheels wondrously as the Capsule passes through
          the middle of it. Considering that this Nebula is probably a
          million light-years from edge to edge, we get some notion of
          the Capsule's speed.
                         
          EXT. A BLACK HOLE IN SPACE
                         
          Curving light-rays from another galaxy are drawn fantastically
          together and then simply DISAPPEAR as they are pulled in by
          the unimaginable gravitation force of is THING. we SEE the
          CAPSULE, tiny, curving, and spinning along amidst the mind-
          blowing display of light rays, sucked along with them ····
          then simply DISAPPEARING as it too enters the void.
                         
          EXT. CAPSULE IN FLIGHT
          (KLYTUS, MING)
                         
          Visible again, gleaming in an AMBER GLOW. Suddenly a dancing
          grid of lines appears OVER IT, making us realise that we
          must be SEEING IT on some kind of screen. It BLURS out of
          focus, comes back again more sharply as some adjustment has
          apparently been made.
                         
          ECU - EYES OF MING THE MERCILESS
                         
          Deep in shadow, gleaming with evil amusement.
                         
          MONTAGE - ECU'S OF MING'S FACIAL FEATURES
                         
          Curve of lip, flare of nostril, fold of eyelid, gleam of
          shaven scalp, each a menacing landscape of sensual shadow as
                         WE HEAR:
                         
           MING (O.S.)
           They survived our Black Hole --
           14.
                         
           KLYTUS (O.S.)
           Hail Ming! Shall I drown them in
           the Sea of Fire?
                         
           MING (O.S.)
           Later, Klytus -- I think we will
           look at them first.
                         
          INT. CAPSULE - SHOOTING FROM WITHIN
                         
          Through the transparent walls as the spinning motion is
          rapidly SLOWING DOWN. The three voyagers are crumpled on the
          floor against the wall in strange attitudes, FLASH'S arms
          still holding DALE. They seem semi-conscious, as if dropped.
                         
          An AMBER GLOW bathes them, and soon we see its source. A
          huge planet wheels into view through the transparent wall.
          It is MONGO. Its curved surface is a pure sea of AMBER FIRE
          molten lava, with great tongues of flame erupting
          horrifically.
                         
          ZARKOV blinks, struggles to focus his eyes. He succeeds,
          with horror SEES where they are headed. Making a choking
          sound, ZARKOV stirs and tries to crawl over to a control
          panel. He pushes switches. Nothing happens. The CAPSULE
          keeps on going down. A great leaping tongue of fire licks
          it.
                         
          Suddenly, just as destruction seems imminent, the capsule
          miraculously changes its flight path and soars above the
          remaining flames.
                         
          It races through them. A shadow passes over MONGO as the
          CAPSULE passes through a wall of PURPLE VAPOR and emerges
          above a totally different landscape. A dozen VARIOUS COLORED
          CLOUDS sweep past in silent majesty.
                         
          The CAPSULE slows, hovers starts straight down into a sea of
          high grass.
                         
          EXT. MONGO -- GRASSY AREA - EVENING
                         
          In the distant B.G. against an extraordinary SUNSET SKY,
          rises the shimmering CITY OF MONGO.... a place of many levels,
          golden tiers and turrets, towers, flags and pennants. It is
          like something dreamed.
                         
          Several STRANGELY ARMORED MEN watch the MIRROR-BRIGHT CAPSULE
          descending slowly. The LEADER waves and they all start toward
          the CAPSULE.
                         
          INT. CAPSULE
          (DALE, FLASH, ZARKOV)
                         
          Gentle bump as the thing touches down.
           15.
                         
                          ZARKOV
           By God, we did it! We made it!
                         
                          FLASH
           Made it where, Doctor?
                         
                          ZARKOV
           I don't know.
                         
          Suddenly DALE gasps, reacting to something she SEES through
          the transparent-from-within wall. They all look around and
          SEE those STRANGE MEN approaching.
                         
                          DALE
           Don't. Suddenly I like it in here
           just fine --
                         
          EXT. GRASSY AREA - DAY
          (ARMORED MEN, FLASH, LEADER, ZARKOV)
                         
          The door of the CAPSULE is opened from the inside. ZARKOV
          and DALE and FLASH get out. THE MEN stop. Long beat as the
          two parties gaze at each other, the first human eye ever to
          see an extraterrestrial being. FLASH walks up to the leader.
                         
                          FLASH
           Hello -- my name's Flash Gordon --
           can you understand me?
                          (SILENCE)
           We're from EARTH -- we come as
           friends.
                         
                          ZARKOV
                          (URGENT)
           Extend your hand! That's the gesture
           of friendship known everywhere!
                         
          With a warm grin, FLASH extends hi right hand.
                         
                          FLASH
           Hi!
                         
          CLACK! With lightning speed a manacle is slammed on FLASH'S
          wrist and he is thrown to ·the ground as other RED MEN advance
          to handcuff DALE and ZARKOV.
                         
                          LEADER
           You are prisoners. I will take you
           now to Ming the Merciless, Ruler of
           the universe!
                         
                          ARMORED MEN
                          (CHORUS)
           Hail, Ming!
           16.
                         
          Groggily, FLASH lifts his head towards ZARKOV.
                         
                          FLASH
           Thanks, Doctor -- next time I'll
           call my own play.
                         
          EXT. GRASSY AREA - POV THROUGH OPENING
          (DALE, FLASH)
                         
          Another strange glimpse through an opening. Some fierce
          tethered BEAST is being goaded and tormented by MONGO MEN,
          as in an Elizabethan bear-baiting. On the floor lies the
          tor n body of one MAN who apparently got too close.
                         
          DALE has one brief horrified GLIMPSE of this, then turns her
          head away and shuts her eyes as she's marched along.
                         
                          DALE
           Just do what I'm doing. Flash --
                         
                          FLASH
           What are you doing?
                         
                          DALE
           Shutting my eyes -- dreaming I booked
           us to Disneyland.
                         
          INT. MAIN PALACE HALL
                         (ARMORED MEN)
                         
          A gigantic STATUE comes into view amidst topless columns at
          the end. Light plays over it in ever-shifting patterns. As
          we come nearer, we SEE that this STATUE is cut out in the
          middle to form a throne.
                         
          MING THE MERCILESS sits in the throne niche, silent, gazing
          down on the PRISONERS as they are marched to a halt before
          him.
                         
                          ARMORED MEN
           Hail, Ming! Hail, Great One Without
           Mercy!
                         
          A hundred reduplicated ECHOES of that shout ring through
          unseen reaches of the palace. MING bends his head slightly
          in acknowledgement, points idly at the ARMORED MEN at the
          left of the group.
                         
          INT. PALACE OF HALLS - SERIES OF DISSOLVES
          (ARMORED MAN, AURA, DALE, FLASH, KLYTUS, LEADER, MING, VOICES,
                         ZARKOV)
                         
          As FLASH, DALE and ZARKOV are marched along by many ARMORED
          MEN, perspectives are bewildering, curvilinear, surfaces
           17.
                         
          bending away into caverns of gloom without measurable
          dimension.
                         
          We pass an archway opening into what seems to be an AMUSEME-
          NT ARCADE. Glimpse of MONGO PEOPLE playing amazing electronic
          games, while MONGO GO-GO GIRLS cavort on a platform to
          unearthly music.
                         
                          ZARKOV
           Fantastic -- into a Black Hole and
           out the other side -- to this. Who
           said Hans Zarkov was mad?
                         
                          DALE
           You're mad.
                         
          Look down over a balcony from a MOVING POV. A fencing glass
          is in session. SIX PAIRS OF MEN go at each other with magic
          swords which give off pyrotechnical displays each time the
          blades clash. Thrust, parry, SLASH! The head of one duellist
          EXPLODES in a bloodless fountain of fire.
                         
                          FLASH
           You got us into this -- HOW DO WE
           GET OUT?
                         
                          ZARKOV
           Get out? Why? We're being taken to
           Ming -- getting at him is our only
           hope of saving EARTH. It's perfect!
                         
                          FLASH
           Dr. Zarkov, I'm about to show you
           what it feels like to be clipped by
           a New York Giant --
                         
                          DALE
           Flash, it's no use - he's too crazy!
                         
                          MING
           Step forward, Soldier.
                         
          The designated one marches two paces forward, halts.
                         
                          MING (CONT'D)
           Are you loyal to Ming? Would you
           die for him?
                         
                          ARMORED MAN
           Gladly!
                         
                          MING
           Fall on your sword.
           18.
                         
          Instantly the ARMORED MAN pulls his sword, rips open his
          breast-plate, sets the sword hilt-down on the floor and
          PLUNGES FORWARD on to the fatal point.
                         
          With a little cry of horror, DALE shrinks back into FLASH'S
          arms.
                         
                          ZARKOV
           You inhuman fiend!
                         
                          MING
           Of course I'm "inhuman"! -- that's a
           compliment!
           (Dropping his voice)
           Pathetic Earthlings, forever wondering
           if you are alone in the universe --
           beaming you plaintive messages into
           to the void for anything that might
           hear you -- even hurling your bodies
           out into it -- and all without the
           faintest inkling of who or what is
           out here. If you had known anything --
           anything at all about the true nature
           of the universe, you would have hidden
           from it, in terror!
                         
          There is a low throaty LAUGH from the shadows. FLASH and
          DALE turn their eyes quickly in its direction.
                         
          FEATURE PRINCESS AURA
                         
          Emerging half into the light beside a column, fondling the
          head of an obscure BEAST slouching between her legs.
          Voluptuous beyond her years, fiercely erotic, AURA looks
          FLASH boldly up and down as the BEAST HISSES with the pleasure
          of her touch.
                         
          FLASH can't take his eyes off her. No normal man could. FLASH
          swallows with a dry throat as AURA'S gaze devours him. DALE
          gets the electricity going on, gives him a poke and WHISPERS
          LOUDLY.
                         
                          DALE
           Watch it, fella -- you came with me!
                         
          AURA laughs again, sidles up toward MING. We dimly SEE a
          couple of MUTANT CREATURES dragging away the lifeless body
          of the one who so vividly proved his loyalty.
                         
                          MING
           You know who Ming is now -- who are
           you and why do you come to Mongo?
           19.
                         
                          FLASH
           I'm Flash Gordon of the New York
           Giants this is Dale Arden -- Dr.Zarkov
           hijacked us in an effort to save
           EARTH.
                         
          MING looks questioningly at KLYTUS
                         
                          KLYTUS
           Sirs, Earth is the meaningless planet
           you are in the process of
           obliterating.
                         
                          ZARKOV
           (pouncing on that)
           In the process? You mean Earth still
           exists?
                         
                          MING
           For the moment -- not for much longer.
                         
                          FLASH
           But why? What in hell have we ever
           done to hurt you?
                         
                          MING
           You exist -- and yet you pay no homage
           to Ming! What greater crime can be
           committed?
                         
          The palace rings with an answering chorus: VOICES of all the
          ARMORED MEN and numerous others presently UNSEEN, including
          many WOMEN.
                         
                          VOICES
           Hail, Ming! Hail, Great One Without
           Mercy!
                         
                          MING
           Come closer, Dale Arden -- let me
           see you.
                         
          DALE doesn't move. MING takes a step down, narrows his eyes
          and gazes at her intensely. This guy's personal magnetism
          is enormous. As if irresistibly drawn, DALE steps forward.
                         
          MING moves his hand in a gesture. A sourceless GOLDEN LIGHT
          bathes DALE, sensuous MUSICAL CHORDS are heard. DALE's lips
          open slightly, her color heightens, her rate of breathing
          increases. MING touches her flesh lightly.
                         
          FLASH tense, ready to spring.
                         
                          KLYTUS
           This woman will amuse you.
           20.
                         
                          ZARKOV
                          (INTERESTED)
           Klytus can see the future, eh?
                         
                          MING
           He can foresee it -- but for a few
           moments only. It gives him a unique
           gift for survival, -- and treachery.
                         
                          ZARKOV
           Extraordinary. I'd like to study
           his beta factors -- I wager I could
           extend them with a course of
           telekinetic exercise.
           (peering at KLYTUS)
           Tell me -- when you use this fit
           does your temporal lobe prickle?
           Here?
                         
          MING flashes a glance of interest at ZARKOV, then addresses
          the LEADER of the ARMORED MEN.
                         
                          MING
           Chain this one up. Preserve him for
           further examination.
                         
                          LEADER
           Hail, Ming!
                         
          ZARKOV is roughly seized. FLASH starts after them angrily
          as they drag the scientist away.
                         
                          FLASH
           Oh no you don't! We came together
           and we're STAYING together!
                         
          Languidly, MING indicates FLASH GORDON with a pointed finger.
                         
                          MING
           That one is useless to us. Remove
           him and kill him.
                         
          Shock reactions. FLASH wheels back at MING as DALE steps in
          front of her friend.
                         
                          DALE
           You dirty old bastard can kill me
           too!
                         
          CLOSE ANGLE - AURA
                         
          Wetting her lips, moving sinuously to WHISPER to MING:
           21.
                         
                          AURA
           Don't kill him yet, Father. Give him
           to me!
                         
                          MING
                          (EYEBROWS UP)
           What would your Prince Barin say?
                         
                          AURA
           I can handle Barin.
                         
                          MING
           Really, Aura -- your appetites are
           too monstrous -- even for our family.
           This could cause great trouble with
           Barin -- I must forbid it.
                         
          AURA touches the rime of MING'S ear with her tongue as she
                         WHISPERS AGAIN:
                         
                          AURA
           But you adore me, Father -- you ca
           refuse me nothing . Yes?
                         
                         WIDER SHOT
                         
          As MING steps quickly away from his super-provocative daughter
          and indicates DALE.
                         
                          MING
           Take the Earth-woman to our quarters!
           Bathe and annoint her for our
           pleasure!
                         
          A HOODED GUARD comes from shadow, moves towards DALE.
                         
          FLASH starts around to defend her, but before he can do it
          DALE has made her own move. WHAM! Quick as lightning, she
          flattened the HOODED GUARD with a perfectly executed city-
          girl's kick to the balls. DALE is astonished at her own
          prowess.
                         
                          DALE
           My God -- and I thought that book
           was another rip-off-
                         
                          FLASH
           Watch out! Behind you!
                         
          Three more HOODED GUARDS are emerging from the shadows towards
          DALE.
                         
                         QUICK ANGLES
           22.
                         
          FLASH flies at them. An elbow in the mouth disposes of one.
          He seizes the man's mace-like club as he falls, uses it
          quickly to knock cold the other two.
                         
          AURA'S eyes shine at FLASH'S prowess. Fascinated, she runs
          her moist tongue along the cutting edge of her teeth.
                         
          Panting, braced, FLASH stands in front of DALE with raised
          mace.
                         
          Unearthly MARTIAL MUSIC comes in a glissando from the
          Cavernous space above.
                         
          To its tempo MING'S PERSONAL GUARDS now starts· appearing.
          They are all a race of AMAZON WARRIORS, and the most amazing
          thing is that they all have the SAME FACE.
                         
          From left to right, back and front, the AMAZONS advance 0n
          FLASH and DALE. They do not attack, merely stun ad overwhelm
          us with their massive, silent, answerable threat.
                         
          FLASH swallows, looks this way and that, stands as if
          paralysed.
                         
                          DALE
           (low and tremulous)
           What's the play, Flash?
                         
                          FLASH
           I can't -- I just can't --
                         
                          DALE
           Can't what?
                         
                          FLASH
           Clobber a woman, Dale --
                         
                          DALE
                          (OUTBURST)
           You damn fool, those aren't women
           they're murderous AMAZON DYKES!
                         
          The AMAZONS are all around DALE now.
                         
                          DALE (CONT'D)
           Help!!
                         
          FLASH is paralyzed by indecision one beat more, then suddenly
          makes up his mind. He flies into action, SLAMS the nearest
          pair of AMAZONS.
           23.
                         
          INT. PALACE - FIGHT SEQUENCE
                         (DALE)
                         
          Fast and furious. Great havoc is wreaked by DALE and her
          karate, by FLASH and his flailing fists, but the AMAZONS'
          numerical superiority is of course decisive.
                         
          Soon FLASH is on the floor, pinioned by a dozen AMAZONS.
                         
          He looks up, with despairing eyes SEES poor DALE being dragged
          up a flight of stairs that disappear mysteriously into upper
          gloom.
                         
                          DALE
           Flash!!
                         
          The pitiful shout sends FLASH'S adrenaline rushing. With a
          superhuman effort, he fights free from the pile-up and dashes
          after DALE.
                         
          INT. PALACE - ON THE STAIRCASE
                         
          FLASH struggles to get through to DALE.
                         
          DALE claws fiercely at the bare AMAZON arms and shoulders
          that engulf her, reaches desperately back down for FLASH.
                         
          CLOSE SHOT - THEIR HANDS
                         
          Just touching their fingertips.
                         
          CLOSE SHOT - A STEP OF THE STAIRS
                         
          Opens like a yawning trap door UNDER FLASH'S FEET.
                         
          FLASH drops away with a YELL, in the very instant that AURA
          comes running INTO THE SHOT and boldly JUMPS after him.
          AURA is swallowed up too, a split-second before the trap
          door step CLOSES again after them.
                         
          INT. PALACE - CU-MING
          (KLYTUS, MING)
                         
          Watching that, as KLYTUS hisses into his ear.
                         
                          KLYTUS
           She betrays you! She'll take him to
           Aboria!
                         
                          MING
           So Prince Barin will kill Flash Gordon
           for me -- I don't care.
                         
                          KLYTUS
           Don't be too sure!
           24.
                         
          MING glances at him, then back up the stairs at where DALE
          has vanished. His face softens, his tone turns museful!
                         
                          MING
           I haven't taken a wife in centuries.
           I could bring myself to marry this
           Dale Arden --
                          (A BEAT)
           What do you see in her future, Klytus?
                         
          NO reply. MING turns his head and finds that KLYTUS is gone.
          Vanished. Not particularly surprised or concerned, MING gazes
          again toward the top of the stairs and answers his own
          question with a licentious smile.
                         
          INT. A DARK METALLIC SHAFT - SHOOTING DOWN IT
          (AURA, FLASH)
                         
          It is seemingly endless, faintly lt by phosphoresence from
          below. We dimly make out the figures of FLASH and AURA falling
          away from us, far below, falling, falling. We HEAR Hollow
          echoing VOICES reverbrating up to us.
                         
                          AURA
           Take a deep breath! Grab my ankle
           after we hit the water -- I'll lead
           you!
                         
                          FLASH
           Hit what water?
                         
          In answer, we instantly HEAR a titanic SPLASH.
                         
          INT. UNDERWATER (TANK)
                         
          FLASH plummets down, AURA right after him. Recovering balance
          in a universe of bubbles, FLASH finds himself confronting an
          enormous savage LUMINOUS FISH. Wheeling himself away in
          fear and revulsion, FLASH encounters AURA. He seizes her
          ankle as directed. Holding his beat, FLASH swims after her
          through a maze of stalagmites growing up from the cavern
          floor. AURA dives down, leads him OUT OF SIGHT through a low
          opening.
                         
          INT. UNDERGROUND GROTTO
          (AURA, FLASH, PLASH)
                         
          FLASH and AURA emerge from a pool of water. FLASH staggers
          across and collapses on a fringe of beach. For sure, AURA'S
          wet clinging robe doesn't make her look any less sexy. He
          stares at her.
                         
                          AURA
           Catch your breath -- then I'll take
           you up and find you a disguise.
           25.
                         
                          FLASH
           You're saving my life. How can I
           Thank you?
                         
                          AURA
           I'll fly you to the forest of Arboria -
           we'll find a way.
                         
                          FLASH
           Let's get one thing straight -- I've
           got to find Dale and that nut Zarkov
           too -- rescue them and try to save
           Earth too.
                         
                          AURA
           Do you realize how foolish you are
           to tell that to me -- Ming's daughter?
                         
                          FLASH
           I'm no good at lying.
                         
                          AURA
           You're funny -- are all Eathlings
           like you, Flash Gordon?
                         
                          PLASH
           I guess I'm about average.
                         
          INT. UNDERGROUND CORRIDOR
          (AURA, FLASH)
                         
          There are windows on one side, emitting a fierce GLARE. FLASH
          follows AURA rapidly along. Suddenly he stops short, looking
          in through the tinted glass.
                         
          WHAT HE SEES - PLASMA CAVERN
                         
          An infernal place, chief feature of which is a LAKE OF
          SEETHING MAGMA that slowly rotates within a wide encircling
          platform. The platform is piled with GLOWING RADIOACTIVE
          GRAVEL, being shoveled into the magma by LIZARDMAN SLAVES
          who toil in rythmic unison.
                         
           FLASH (O.S.)
           What's that?
                         
           AURA (O.S.)
           The plasma core. It's e source of
           the energy-beam my father ia aiming
           at Earth. You can't stop it. Ming is
           merciless and all-powerful!
                         
          ANGLES - LIZARDMAN SLAVES
           26.
                         
          Showing ankle electrodes shackled to each SLAVE, so that
          those who collapse can be shocked back to their feet by GUARDS
          stationed on a surrounding catwalk above. Any SLAVE unable
          to rise is summarily pitched into the magma by HOODED MEN,
          waiting like executioners to perform this chore.
                         
           AURA (O.S.) (CONT'D)
           The slaves are Lizard Men. Once they
           had their own water Kingdom, the
           fairest of Mongo. Then they dared to
           rebel. They will suffer for it here
           forever.
                         
          FLASH looks at AURA again, then back in the window. He
          reacts.
                         
          INT. GROTTO - HIS POV IN CAVERN - ON A CATWALK
                         (AURA)
                         
          ZARKOV is being led along by SOLDIERS, heavily shackled. He
          stops, gazing in wonder at the seething lake, which FLARES
          UP BLINDINGLY with each shovel full of gravel.
                         
          FLASH and AURA
                         
                          AURA
           You can't reach him. If a soldier
           spots you, it's instant death! --
           Come!
                         
          AURA takes his hand. With one backward look toward ZARKOV
          who of course has not seen him, FLASH follows her.
                         
          INT. PLASMA CAVERN - FEATURE ZARKOV
          (MING'S VOICE, SOLDIER, ZARKOV)
                         
                          ZARKOV
           Incredible - the very core of this
           planet, is it not?
                         
                          SOLDIER
           We are but soldiers. We do not know.
                         
                          MING'S VOICE
           You guess well, Dr. Zarkov!
                         
          ZARKOV wheels in his chains, looks up.
                         
          INT. PLASMA CAVERN - MESSANINE
          (EVERYONE, MING, ZARKOV)
                         
          High above this place where MING stands with KLYTUS, lit by
          the infernal glare as he goes on:
           27.
                         
                          MING
           I am forcing this plasma through the
           successive nuclear phases of a star -
           building it toward the apocalyptic
           moment that will end Earth's pathetic
           history in one flash of fire.
                         
                          ZARKOV
           Devil! Why don't you turn this science
           to peaceful use? The name Ming would
           be blessed instead of cursed.
                         
                          MING
           Bring him up to the dome, Soldiers --
           we wish to show him wonders.
                         
          At that instant a couple of worn-out SLAVES are pitched into
          the magma. Their dying SCREAMS are drowned by the chorus
          from all the minions:
                         
                          EVERYONE
           Hail! Ming! Hail, Great one Without
           Mercy!
                         
          INT. UPPER PALACE AREA - CORRIDOR
          (AURA, FLASH)
                         
          AURA leads FLASH out through a doorway. He is now fitted out
          with a fairly resplendent MONGO costume: boots, cape,
          headdress and all. They hurry along through shadows. Suddenly
          FLASH seizes her by the shoulders, stops her.
                         
                          FLASH
           Listen, where's he got Dale?
                         
          As she looks at him, she SEES a detachment of SOLDIERS
          marching this direction. Quickly she pulls FLASH into a niche,
          presses her body against his in the narrow space. WHISPERS:
                         
                          AURA
           Forget Dale Arden!
                         
                          FLASH
           I can't! I mean I hardly know her,
                          BUT --
                         
                          AURA
           Forget her, Flash Gordon: I saw a
           look in my father's eye -- I think
           he intends to marry her.
                         
                          FLASH
           What?? Marry her? What are you
           talking about??
           28.
                         
          The SOLDIERS have gone past, but AURA is still pressing
          against him.
                         
                          AURA
           Oh you ask so many questions.
                          (SEDUCTIVE)
           I'm taking you to people who'll help
           you. Trust me!
                         
                          FLASH
           Can I honestly?
                         
                          AURA
           Trust me!
                         
          AURA hauls FLASH from the niche, they hurry on a bit further.
          AURA stops in front of big doors, with glass windows in them.
                         
                          AURA (CONT'D)
           Here we are.
                         
                          FLASH
           Here we are where?
                         
                          AURA
           I've dressed you as a Royal Pilot,
           First Class. We'll slip into my
           personal car and you'll fly it.
                         
          FLASH takes one look into the glass, then swivels back to
                         AURA
                         
                          FLASH
           Those are ROCKET SHIPS in there! I
           can't fly a damn rocket ship!
                         
                          AURA
           (soft, teasing)
           Learn from me -- I'll teach you so
           much!
                         
          INT. MING'S DOME
          (MING, ZARKOV)
                         
          Open at the top to space. But instead of our familiar pinpoint
          stars, here whole nebulae wheel in majesty against infinity,
          their innards popping with explosions as whole galaxies are
          born and die.
                         
          ZARKOV stands before MING in chains, mesmerized by fantastic
          devices on every side. Most prominent is a huge transparent
          cube, supported in the air above a control console. MING
          moves to that, plays in it like an organist. we HEAR a soft
          intense hum, GLIMPSE great dish-like radio antennae turning
          on the top side of the dome.
           29.
                         
          An astonishing things happens. Inside the cube a recognisable
          greenish globe appears like a three-dimensional holograph,
          slowly turning as the continents and oceans come into view
          below a veil of clouds.
                         
                          ZARKOV
           Earth!
                         
                          MING
           Yes, Zarkov -- as it was. Now as it
           will be, when my plasma reaches full
           force.....
                         
          A sudden TIDE OF FIRE sweeps the globe, Even the clouds BURN.
          ZARKOV gasps as MING'S fingers dance of the control keys
          again.
                         
                          MING (CONT'D)
           And as it will be in yet another
           time, long after you have died. Earth
           reborn! A pleasant image, no?
                         
          The fires recede. The hanging globe sparkles again with beauty
          just as it was except that the outlines of our continents
          have been subtly changed.
                         
                          ZARKOV
           But that's impossible! Even your
           perverted genius can't create new
           life!
                         
                          MING
           Of course I can create life. There's
           nothing easier. It only requires
           myself and one woman.
                         
                          ZARKOV
                          (SUDDEN UNDERSTANDING)
           Dale Arden.....
                         
                          MING
           Who else? As in that childish myth
           of yours -- Adam and Eve, wasn't it?
           I will breed with her and repopulate
           the Earth in my own image. I've
           already done it on over a thousand
           planets.
                         
          MING touches a key. The image of Earth DISAPPEARS from the
          cube. ZARKOV glares hatred at MING for a beat, then his eye
          catches something else.
                         
          WHAT HE SEES
           30.
                         
          A big block of crystal on the floor with two swords embedded
          in it, just their hilts sticking out.
                         
          ANGLE to include ZARKOV. Chained as he is, he suddenly bounds
          over and seizes a sword hilt, tries to pull it out. It doesn't
          budge.
                         
                          MING (CONT'D)
           The magic blades are not for your
           kind, Zarkov. One is my own the other
           will only be withdrawn by my rightful
           heir. Pull on them with all your
                          MIGHT:
                         
          ZARKOV tugs desperately, but it doesn't give an inch. He
          falls panting over the block.
                         
                          ZARKOV
           Monster!
                         
          MING laughs, makes a sign to a SOLDIER.
                         
                          MING
           Return him to the dungeon.
                         
          INT. MING'S SERAGLIO
          (DALE, HEDONIA)
                         
          DALE stands amongst the EXOTIC FEMALES of this lavish place,
          being gently but firmly divested of her clothes and put into
          a diaphanous gown. They intend her no harm. Though each has
          some slight unearthly peculiarity, all are very beautiful.
                         
          Tickled, DALE can't suppress a giggle. The females are amazed
          and delighted by this phenomenon. They take turns poking at
          her ribs as tall HEDONIA glides up, bearing a flagon of green
          liquid.
                         
                          HEDONIA
           Drink this.
                         
          DALE recoils, her giggling cut short.
                         
                          DALE
           What is it -- some rotten drug?
                         
                          HEDONIA
           It has no name. But many brave men
           died to bring it across space from
           Cythera, planet of Pleasure. It
           will make your hours with Ming more
           agreeable.
                         
          With a karate chop, DALE- knocks the flagon away. HEDONIA
          rubs her hurt wrist but does not seem angry.
           31.
                         
                          HEDONIA (CONT'D)
           We are of different race, Dale Arden
           but we all are women here. I know
           your fears. Believe me, it will be
           better if you drink it...
                         
          HEDONIA retrieves the flagon from the silken pillow where it
          landed, extends it again to DALE. A shout!
                         
                          DALE
           Flash! Where are you??
                         
          Of course there is no answer. Sudden tears of despair spring
          from DALE'S eyes. She seizes the flagon and impulsively drinks
          it. Her expression changes.
                         
                          DALE (CONT'D)
           Say, this stuff isn't bad at all.
                         
          EXT. SPACE - AURA'S SHUTTLE CRAFT
                         
          Sails along, a wonderful little bubble-topped two-seater,
          with royal devices.
                         
          EXT. SPACE - A MOON OF ICE
                         
          Floats toward us, dazzling sphere of frozen seas and glaciers.
                         
          INCLUDE AURA'S SPACECRAFT
                         
          Coming into SHOT in a curving pass over the surface. It's a
          Nifty bubble-top two-seater with royal devices.
                         
          INT. COCKPIT - IN FLIGHT
                         (AURA)
                         
          There are no normal controls, just a glowing multi-colored
          panel over which the pilot makes hand-movements to effect
          changes of course and attitude. FLASH is in the left-hand
          seat beside AURA, gazing down at the glittering sight.
                         
                          AURA
           Frigia -- eleventh of the moons of
           Mongo. It's inhabited by the Bear
           Men who eat their own young...
                         
          FLASH shivers. Patches of frost and ice start to form on
          the craft's bubble.
                         
                          AURA (CONT'D)
           Now pull up -- go starboard around
           that next moon rising -- Ardentia.
                         
          FLASH moves his hands over the panel. The craft pulls up
          and banks.
           32.
                         
          INT. COCKPIT - ANOTHER SHOT
          (AURA, FLASH)
                         
          Another moon RISING ahead. Its reddish desert surface is
          swept by a raging sandstorm.
                         
                          FLASH
           Some lucky people live on that one
           too?
                         
                          AURA
           Of course - the Sand Men. Every
           Moon is a kingdom -- seperate and
           hostile to all the others. They
           have nothing in common but Ming's
           rule -- and their hatred of him.
                         
                          FLASH
           Why don't they team up and fight
           him?
                         
                          AURA
           Fight Ming the Merciless?
                          (LAUGHS)
           You saw what happened to the Lizard
           Men.
                         
                         FEATURE FLASH
                         
          With a sudden thoughtful look, his head working.
                         
                          FLASH
           Sue -- but that wasn't a team effort.
                         
                          AURA
           I don't know these words what's a
           "team"?
                         
          FLASH just shakes his head. AURA watches him a beat more,
          then reaches up and pulls down a curious gadget hanging above
          her seat. It's a TRANSPARENT HOOD with strange fittings
          inside, not totally unlike a beauty-shop hairdryer.
                         
                          AURA (CONT'D)
           Telekinetic Thought Transfer.
           (setting its dials)
           I'm going to get together with Prince
           Barin in Arboria and tell him I'm
           arriving. He's the one who'll help
           you.
                         
                          FLASH
           Why?
           33.
                         
                          AURA
           Because he does anything I ask. He
           loves me.
                         
                          FLASH
           You can really transfer your thoughts
           with that? Like I could get in touch
           with Dale?
                         
                          AURA
           If I showed you how.
                          (TEASING)
           But I'm not going to.
                         
                          FLASH
           Please.
                         
          AURA just gives him a look and laughs. FLASH stares at her a
          moment, then suddenly MOVES HIS HANDS sharply over the control
          panel. The craft hurtles into a violent DIVE. AURA yells.
                         
                          AURA
           What are you doing?
                         
          AURA drops the plastic hood, lunges to move. her own hands
          on the controls, but FLASH seizes her wrists.
                         
          EXT. SHOOTING THROUGH BUBBLE TO EXT.
                         
          Showing the windblown surface of the moon ARDENTIA dead ahead.
                         
          INT. COCKPIT
          (AURA, FLASH)
                         
                          AURA
           Are you mad> We're diving straight
           at Ardentia!
                         
                          FLASH
           That's right, Princess ··· and we're
           not pulling out until you put that
           gadget over my head and tune me in
           to Dale Arden!
                         
          AURA struggles wildly, but FLASH'S grip on her wrists is
          like iron. The surface of Ardentia LOOMS UP , closer and
          closer.
                         
          INT. MING'S SERAGLIO - BATHING AREA
          (DALE, FLASH'S VOICE, HEDONIA)
                         
          DALE is immersed naked in a bubbly swirling tub, a luxuriant
          prisoner of the FEMALES who bathe and groom her. She seems
          dazed by steam and by the sensuous movement of the water.
           34.
                         
          A couple of the FEMALES lift DALE'S hands, make a cup of
          them. HEDONIA pours rich oil into it.
                         
                          HEDONIA
           Rub this on your body. It gives
           Ming pleasure.
                         
          DALE starts to oil herself as the FEMALES exchange looks and
          LAUGH softly. Suddenly a FILTERED VOICE is HEARD from nowhere,
          though it seems very close:
                         
                          FLASH'S VOICE
           Dale, it's me -- Flash! Am I with
           you?
                         
                         CU DALE
                         
          She blinks, befuddled, pauses in her oiling of herself.
                         
                          HEDONIA
           What's the matter?
                         
                          DALE
           I'm dreaming.
                         
          INT. COCKPIT
                         (FLASH'S VOICE)
                         
                         CU FLASH
                         
          with the Thought Transference gizmo down over his head, a
          faint BLUISH GLOW flickering within, as AURA watches him and
          we SEE the moon Ardentia falling behind rapidly through the
          glass. FLASH concentrates fiercely. We HEAR his VOICED
          THOUGHTS but his lips do not move.
                         
                          FLASH'S VOICE
           No, Dale -- you're not dreaming I'm
           Flash -- I'm with you and you are
           with me!
                         
          INT. MING'S BATHING AREA
          (DALE'S VOICE, FLASH'S VOICE, FLASH' S VOICE)
                         
                          FLASH'S VOICE
           Are you receiving my thoughts?
                         
          Now we HEAR DALE'S VOICE, without her lips moving either:
                         
                          DALE'S VOICE
           I'm receiving something --
           35.
                         
           FLASH' S VOICE
                          (EXCITEDLY)
           I read you, Dale -- I'm getting you
           too! Think of me -- hard!
                         
          INTERCUTS - FLASH AND DALE - SERAGLIO BATH AND COCKPIT
                         
          As they communicate. NOTE: There might be some faint glow
          in the air above the tub some spectral suggestion. of FLASH'S
          presence, the idea being to show that HEDONIA and other
          FEMALES are unaware of this interchange going on as they
          continue to bathe and groom DALE.
                         
          INT. CUTTING BETWEEN BATHING AREA AND COCKPIT
          (DALE'S VOICE, FLASH'S VOICE, FLASH' S VOICE)
                         
                          DALE'S VOICE
           Where are you Flash?
                         
                          FLASH'S VOICE
           Speeding for the Kingdom of Arboria
           to get help! I'm in a spacecraft
           with Aura, Ming's daughter!
                         
                          DALE'S VOICE
           What? That bitch? Don't trust her!
           She's after you!
                         
                          FLASH'S VOICE
           Listen, she means nothing to me --
           not a darn thing. Where are you,
           Dale?
                         
                          DALE'S VOICE
           Naked in a bathtub.
                         
                          FLASH'S VOICE
                          (CHOKED)
           Oh God -- if I could only see you,
           Dale. If I could touch you -- what
           are you in a tub for?
                         
                          DALE'S VOICE
           I'm being fixed up for Ming.
                         
           FLASH' S VOICE
           No! Where's Dr. Zarkov?
                         
                          DALE'S VOICE
           Chained in a dungeon, I think.
           What'll I do, Flash?
                         
           FLASH' S VOICE
           Fake 'em out!
           36.
                         
                          DALE'S VOICE
           How?
                         
                          FLASH'S VOICE
           Just fake 'em out, Dale -- girls
           know how. But don't go too far. I
           mean get to Zarkov and release him,
           I'll have help by then -- I'll find
           you. Can you do all that?
                         
                          DALE'S VOICE
           Sounds like fourth down and about
           ninety yards to go, but I'll try.
                         
                          FLASH'S VOICE
           Dale, you're some girl -- God, you
           really are.
                          (PAUSE)
           Do you get what I'm thinking now?
                         
                          DALE'S VOICE
                          (SUPER-SENSUOUS)
           Oh yes.
                         
           FLASH' S VOICE
           Dale, we're gonna get out of this
           jam -- I swear we will -- I'll find
           you, and when I do we'll -----
                         
          INT. COCKPIT - FEATURE AURA
                         (AURA)
                         
          who has been watching FLASH'S face with increasing frustration
          and jealousy during this, Suddenly snatching the Thought
          Transfer bubble OFF FLASH'S head.
                         
                          AURA
           Enough!
                         
          He has a dazed dreamy look on his face. AURA slaps him out
          of it, points-ahead.
                         
                          AURA (CONT'D)
           There's Arboria!
                         
          EXT. ARBORIA - DAY
                         
          Green tangle of branches and leaves and vines. ANGLING UP ,
          we SEE the SHUTTLE CRAFT approaching us head-on at a down
          angle.
                         
          EXT. ARBORIA - SHUTTLE CRAFT POV
                         
          It races up toward the craft's windshield. We level off for
          a moment, then PLUNGE DOWN again into a blur of green.
           37.
                         
          INT. COCKPIT - FLASH
                         (FLASH)
                         
          Working his hands over the control sensors as crazy GREENERY
          rushes by outside. THUMP THUD CRASH! The craft careens to a
          swinging HALT, so Suddenly that FLASH and AURA almost have
          their wind knocked out as they are thrown against their seat
          belts. FLASH recovers.
                         
                          FLASH
           Sorry. I guess landings aren't my
           thing.
                         
          EXT. SHUTTLE CRAFT
          (AURA, FLASH)
                         
          It hangs snagged in a huge vine, like a creature caught by
          some monstrous boa-constrictor. This is a complete world of
          green, the light, the feeling of the air. Everything rings
          with forest SOUNDS. The very sky is shut from view by leaves
          and foliage.
                         
          The craft's hatch opens. FLASH struggles out, gives AURA a
          hand up. Kneeling on the cabin, FLASH takes in this incredible
          vista stretching all around.
                         
                          FLASH
           Where's Robin Hood?
                         
                          AURA
           Who?
                         
                          FLASH
           It doesn't matter. How do we get
           down.
                         
                          AURA
           Follow me.
                         
          Carefully, balancing lithely, AURA starts along the trunk of
          the great vine that caught them.
                         
          INT. MING'S BEDCHAMBER
          (DALE, SERVING GIRL)
                         
          Ultra-Byzantine splendor. The only light is by a huge bed
          on which DALE reclines. A SERVING GIRL glides up with a
          flagon of that liquid.
                         
                          SERVING GIRL
           He is coming to see you now. Are you
           ready?
           38.
                         
                          DALE
           (easy, smiling)
           Very.
                         
                          SERVING GIRL
           Do you need any more of this?
                         
                          DALE
           No, thanks. Just turn down the light
           a bit, would you? I'm shy.
                         
          The SERVING GIRL leans over the bed to do so. We GLIMPSE
          DALE'S HAND rising quickly to deliver a karate-chop.
                         
          INT. PALACE HALLWAY
                         
          MING walks down it toward a closed door at the end. He pauses
          a moment in anticipation, composes himself, opens the door.
                         
          INT. MING'S BEDCHAMBER
                         
          It's nearly dark. MING comes from shadows, looks down at the
          bed. There is a feminine silhouette on it.
                         
          MING sits, extends a hand. His FINGERS travel sensuously up
          a BARE THIGH, suddenly stop.
                         
          Savagely, MING pulls the face of the GIRL into the light. It
          is not DALE ARDEN but the unconscious SERVING GIRL, now
          dressed in DALE'S gown.
                         
          INT. DUNGEON - MING' S PALACE
                         (GUARD)
                         
          OPENING CLOSE on ZARKOV, who lies asleep in his chains. A
          hand touches his shoulder.
                         
          ZARKOV wakes with a start to SEE a SERVING GIRL bending over
          him, tray in hand. She moves her cloak to reveal that she is
          DALE.
                         
          A GUARD stands nearby against a wall, faceless in the shadow
          of a cowled uniform.
                         
                          GUARD
           Serving Girl - what business have
           you in this dungeon?
                         
          DALE quickly puts the tray down, stands and turns to the
          GUARD She smiles invitingly, lifts her skirt up above her
          knee.
                         
          The legs are long and terrific.
           39.
                         
          The GUARD catches his breath, steps toward her lecherously
          to accept the invitation. WHAM! He doubles up as DALE kicks
          him in the groin, goes down without a sound as a left-right-
          left series of KARATE CHOPS hits his neck.
                         
          He is hardly on the floor before DALE is pouncing on the key-
          ring at his belt.
                         
          EXT. ARBORIA FOREST - FLASH AND AURA
          (AURA, FLASH)
                         
          Making their way swiftly through it between earth and heaven,
          crossing this green world on branches and trunks of monster
          vines. FLASH pauses.
                         
                          FLASH
           Listen -- are you sure this Barin
           will help me?
                         
          Gently, provocatively, AURA puts her finger on his lips to
          silence him.
                         
                          AURA
           Ssssh...... Trust me!
                         
          EXT. ARBORIA - FULL SHOT
          (AURA, FLASH)
                         
          Of a fantastic structure, many levels, built of wood and
          other materials from the heart of the forest.
                         
          MOVE OFF it to find FLASH and AURA nearby, him gazing at
          this apparition with a strange wistful expression.
                         
                          FLASH
           It's amazing -- I dreamed of this
           tree-house when I was a kid --
                         
          AURA laughs softly, waves him on.
                         
          WITH FLASH AND AURA
                         
          climbing the ramp-like stairs which wind up around it in a
          mounting spiral. SUddenly the forest rings with SINGSONG
          CRIES and CALLS I mingled with a sort of ROARING SNARL.
                         
                          AURA
           It's Barin's hunt! Watch!
                         
          AURA leads him on at a run to the wide balcony above.
                         
          EXT. FOREST - MOVING SHOT
                         
          With a desperate LION MAN, running full tilt; roaring and
          snarling as he zig-zags this way and that.
           40.
                         
          There is a SWISHING SOUND and an arrow-like missile catches
          him in the back. Sharp PFSSSSS: as of gas escaping.
                         
          EXT. FOREST - ANOTHER ANGLE
          (ALL THREE MEN, TREE MAN)
                         
          BARIN, PRINCE OF ARBORIA and looking every inch the part,
          stands with a fired crossbow. Over his shoulder is a quiver
          of GLASS ARROWS, each a little POINTED CYLINDER at the end.
                         
          Some distance behind and around we see a number of his loyal
          TREE MEN.
                         
                          TREE MAN
           Barin got him!
                         
           ALL THREE MEN
           Hail, Ming!
                         
          EXT. STRUCTURE - BALCONY
          (AURA, FLASH)
                         
          FLASH -- BESIDE AURA ON BALCONY
                         
          FLASH'S eyes jumping to her as he hears that echoing.
                         
                          FLASH
           These are the guys who are gonna help
           me?
                         
                          AURA
           It means nothing. They only shout
           that because it's treason not to.
           They hate Ming.
                         
          EXT. FOREST - FEATURE BARIN
          (BARIN, FLASH)
                         
                          BARIN
           I scent a Tiger Man near the lodge!
           Form battle lines above and below!
                         
          As the TREE MEN scurry to obey, BARIN moves forward, reloading
          and cocking his weapon.
                         
          The stricken LION MAN comes INTO VIEW. Incredibly, the glass
          arrow in his back has transformed him into a STATUE OF ICE.
          At BARIN'S footfall, he DISINTEGRATES in a tinkling fall of
          frozen shards.
                         
          THE TIGER MAN is poised behind a tree near the lodge, panting.
          He is a magnificent creature, with a horn sticking out of
          his forehead. He tenses, HEARING the BIRDLIKE CALLS of the
          advancing hunters. Closer, closer.
           41.
                         
          ANGLE WIDENS. We SEE another PAIR OF LION MEN crouching
          nearby, terrified. The line of TREE MEN comes INTO VIEW. The
          crouching pair look in appeal to the TIGER MAN by the tree.
          He watches a beat, waves them to run backward, then covering
          the escape of the others, TIGER MAN charges into his enemies
          headlong.
                         
          FROM LODGE BALCONY - POV SHOT
                         
          FLASH and AURA watch the fight. TIGER MAN'S rage is
          magnificent as he flails the nearest TREE MEN without regard
          for their number. He has flattened half a dozen when suddenly
          BARIN'S upper line of TREE MEN leap DOWN on him from the
          branches above, and he is buried under their sheer weight.
                         
          CU FLASH WATCHING
                         
                          FLASH
           I know just how he feels -- we played
           the Pittsburgh Steelers last year.
                         
          EXT. FOREST -FEATURE BARIN
          (BARIN, TREE MAN)
                         
          ANGLE - BARIN advancing by himself, HEARING the triumphant
          SHOUTS of his men.
                         
           TREE MAN (O.S.)
           Prince Barin! We have him!
                         
                          BARIN
           Not him! Bring him back for sport:
                         
          EXT. BALCONY - FLASH
                         (AURA)
                         
          Watching with horrified fascination as NETS are thrown over
          the struggling TIGER MAN. AURA'S eyes bright with lust for
          this kind of spectacle, AURA speaks low to FLASH
                         
                          AURA
           Go inside -- let me talk to Barin
           first.
           (as FLASH hesitates)
           Foolish Earthling - trust me!
                         
          EXT. FOREST - BELOW LODGE
          (AURA, BARIN)
                         
          BARIN walks up ahead of some TREE MEN who are carrying the
          TIGER MAN in their nets. Suddenly he stops, reacting to
          AURA on the balcony.
                         
                          BARIN
           Aura!
           42.
                         
                          AURA
           It's so long since I've been with
           you, Barin -- I couldn't stand it.
           Please don't be too angry at me for
           coming.
                         
                          BARIN
           Angry at you?
                         
          BARIN laughs.
                         
          INT. LODGE
          (AURA, BARIN, FLASH)
                         
          FLASH is flattened against the wall, IWATCHING through louvers
          of a door. SOUND of feet on ramp, SNARLING and ROARING of
          captive TIGER MAN. BARIN comes hastening INTO VIEW on the
          balcony and embraces AURA.
                         
          AURA AND BARIN CLOSE
                         
                          BARIN
           You'll stay the night?
                         
                          AURA
           I've dreamed of it!
                         
          His eyes alight with anticipation, BARIN steps back from
          her. as his MEN arrive with the netted TIGER MAN.
                         
                          BARIN
           Get me a sword --
           (turning to AURA)
           This is the fiercest Tiger Man we
           have ever hunted. I'm going to kill
           him now -- and dedicate his blood to
           you, my beloved.
                         
                          AURA
                          (DELIGHTED)
           But that's treason! Blood can be
           dedicated to Ming alone!
                         
                          BARIN
           I know you, Aura -- the more a man
           risks, the greater your passion. If
           I knew a greater risk, I'd take it.
                         
          AURA SMILES, turns and calls softly toward the interior.
                         
                          AURA
           Flash Gordon -- come out!
                         
          FLASH steps out, halts about ten feet from BARIN. Reactions
          from BARIN and his TREE MEN.
           43.
                         
                          FLASH
           I'm from Earth, Prince Barin. My
           friends and I were Ming's prisoners.
           She kindly brought me here to enlist
           your help.
                         
                          BARIN
           What in hell? My help?
                         
                          AURA
           Hide him from my father -- don't let
           him wander -- keep him for me!
                         
          CU - FLASH
                         
                          FLASH
           Keep me for.....????
                          (STUNNED)
           Oh, my god. I trusted you.
                         
          AURA darts INTO SHOT, puts her lips to his ear and WHISPERS:
                         
                          AURA
           You still must -- I'm playing a game!
                         
                         CU BARIN
                         
                          BARIN
           What? What are you saying?
                         
          AURA darts back into shot on his side now, WHISPERS in same
                         WAY:
                         
                          AURA
           He's a mere toy to me, my love --
           when I'm tired of it we'll kill him!
                         
          BACK TO SCENE
                         
          as AURA quickly steps away, continues aloud:
                         
                          AURA (CONT'D)
           It's the risk I ask, Barin hide him
           for me in Arboria.
                         
                          BARIN
           I'll hide him, all right -- under
           six feet of Arborian dirt!
                         
          The sword BARIN ordered has been brought. He seizes it.
                         
                          FLASH
           I'm not your enemy, Prince Barin. we
           share a hatred of Ming
           44.
                         
                          AURA
           Are you so afraid of my Earthling,
           Barin; Won't you even give him a
           chance?
                         
          BARIN hesitates, provoked by that, then shouts:
                         
                          BARIN
           Snake keeper! Rouse your beast!
                         
          ANGLE - SNAKE KEEPER
                         
          A HALFWIT TREE MAN, drowsing against another part of the
          parapet, He jerks awake, shuffles across to a big wicker
          basket, pulls off the lid. A hideous EEL-LIKE SERPANT rears
          it's head, HISSING and SNAPPING venemously. The KEEPER sticks
          his arm down. The snake coils around it. With a drooling
          grin, the KEEPER withdraws it.
                         
          CU FLASH watching with horrified revulsion.
                         
          BACK TO SCENE
                         
          KEEPER carries the hissing snapping snake toward an enormous
          STUMP of a tree trunk. He holds his arm out over it, WHISTLES
          a curious note. The snake leaps off the arm and VANISHES
          into the hollowed out trunk. We notice now that there are
          SIX HOLES drilled into the gnarled wood.
                         
                          BARIN (CONT'D)
           Who dares the beast?
                         
          A battle-scarred OLD TREE MAN steps forward. without a word,
          he goes to the stump and plunges a hand INTO one of the holes.
                         
          INSIDE THE STUMP
                         
          BIG CU SNAKE with a hiss, fangs strike a wrist.
                         
          INT. LODGE - FEATURE OLD MAN
          (AURA, BARIN, FLASH, TREE MEN)
                         
          With eyes widening in horror, hs face starts to turn BLUE.
          He pulls out his hand and staggers backward. BARIN plunges
          his sword into the man's breast and he topples over the
          parapet, dead. Sword in hand, BARIN turns to FLASH.
                         
                          BARIN
           I did him a mercy. This venom brings
           death only after long tortured
           madness. Your turn, Earthling.
                         
                         CU FLASH
           45.
                         
                          FLASH
           I think I'll pass on this one.
                         
                         INCLUDE BARIN
                         
                          BARIN
           There are six openings to the serpent.
           Five are safe -- the sixth is death.
           Choose one -- or take your end from
           my sword here and now.
                         
                         FLASH
                         
          He swallows, Looks at the stump, at BARIN with his bloody
          sword, to the stump again, then at AURA. He crosses close
          and stares into her glittering eyes.
                         
                          FLASH
           Would you give Dale a message from
           me? Tell her I'm sorry how things
           have panned out -- I Loved her.
                         
                          AURA
           I'll do that.
                         
                          FLASH
           What the hell? Forget it. Sending
           that message by you is like sending
           a lettuce-leaf by a rabbit.
                         
          BARIN'S sword touches FLASH'S back.
                         
          He walks to the stump. Every eye is on him, every breath
          held.
                         
          With a sudden quick motion, FLASH plunges his hand into a
          hole. He leaves it there a second, then whips it back out
          and wheels to BARIN.
                         
                          FLASH (CONT'D)
           Whew! -- Your turn, Prince Barin.
                         
          SHOTS -- AROUND THE GROUP
                         
          BARIN goes still. This is not what he had planned. AURA'S
          Tongue runs over her tee.
                         
                          AURA
           If your love for me is great enough,
           Barin, surely it will protect you
           from the serpent -- no?
                         
          AURA laughs softly. BARIN strides across, plunges his hand
          into another hole, rips it out again unscathed. He whirls to
          FLASH, points the sword at him.
           46.
                         
                          BARIN
           Go again.
                         
          FLASH thrusts into a third hole, pulls out again. Turns.
                         
                          FLASH
           What are you waiting for?
                         
          BARIN glares at him, takes a breath, jams his hand into the
          fourth of the six holes.
                         
          BIG CU BARIN
                         
          His eyes widen horribly, he makes a choked sound. PULL BACK
          FAST as he whips his hand out, unbitten. His face twists
          into a grin.
                         
                          BARIN
           Fooled you, didn't I?
                         
          AURA laughs, turns her smile on FLASH.
                         
                          AURA
           It's an even chance now, Flash Gordon --
           that's better than Daddy would have
           given you --
                         
                          FLASH
           Boy. You oughta be handled with a
           forked stick yourself.
                         
                          BARIN
           If I were you, I'd choose the sword --
                         
          The point touches FLASH again. Just two holes left. He does
          a silently mouthed eeny-meeny-miney-mo between them, plunges
          his hand into one.
                         
          INSIDE THE STUMP
                         
          The snake's head MOVES fast.
                         
          BACK TO SCENE
                         
          QUICK CU - FLASH'S FACE
                         
          Wincing, contorting.
                         
          As FLASH whips his arm out again. Amazingly, he has hold of
          the terrible serpent, grasping it just below the head. CRIES
          from the astounded TREE MEN, and then FLASH is leaping INTO
          ACTION.
           47.
                         
          Whirling, FLASH swings the hissing snapping writhing beast
          at the nearest TREEMEN, scattering them, and thrusts the
          serpent's head at BARIN.
                         
          BARIN slashes with his sword, misses. The serpent's tail
          coils around the blade, rips it from BARIN'S hand as the
          Prince of Arboria dives backwards.
                         
          FLASH whirls again, SLAMS the serpent's head into a post,
          and SNATCHES the sword from the tail before it hits the floor.
                         
          MOVING WITH FLASH
                         
          He dashes for the ramp to the ground.. The TIGER MAN is right
          in front of him, struggling in the net. FLASH pauses, SLASHES
          at the cords. TIGER MAN is freed, bounds to his feet with a
          ROAR, clobbers a pair of TREE MEN just jumping on him and
          FLASH. Snatching one's CROSSBOW and QUIVER OF GLASS ARROWS,
          he races down the ramp behind FLASH.
                         
          BACK TO TOP LEVEL
                         
                         FEATURE BARIN
                         
          Picking himself up, wheeling furiously on AURA, who has been
          watching all this with her lips half parted, her tongue
          flicking teeth in supersensuous excitement.
                         
                          BARIN (CONT'D)
           A mere toy of yours, eh?
                         
                          AURA
                          (TAUNTING)
           Maybe I was wrong -- surely the Prince
           of Arboria wouldn't be beaten by a
           toy.
                         
          BARIN snatches a horn from his belt, blows a BLAST.
                         
                          BARIN
           The hunt's on, my Tree Men!
                         
                          TREE MEN
           To the hunt with Barin!
                         
          EXT. FOREST - FLASH AND TIGER MAN
          (FLASH, TIGER MAN)
                         
          They run through the green tangle. FLASH trips over a vine.
          TIGER MAN picks him up.
                         
                          TIGER MAN
           Thank you for freeing me.
           48.
                         
                          FLASH
           You can speak?
                         
                          TIGER MAN
           For all the good it does me.
                         
          SOUNDS echo: hunting horns, birdcalls of TREE MEN. They start
          running again.
                         
                          FLASH
           Have we a chance, Tiger Man?
                         
                          TIGER MAN
           Only if we climb -- out of the green
           light -- to the sky -- Prince Barin's
           Tree Men can't follow us up there!
                         
                          FLASH
           What do you mean?
                         
                          TIGER MAN
           Ming's Law -- outside his own kingdom,
           every hunter becomes the hunted!
                         
          Ahead is a huge tree made for climbing: branches stick out
          like the rungs of some great green ladder. They leap onto
          the lowest.
                         
          ANGLES - THE TREE - FLASH and TIGER MAN
                         
          Climbing. Jack and the Beanstalk, up and up, panting, but
          there is never a top in sight. Suddenly the branches end.
                         
                          FLASH
           Damn. End of the line.
                         
          TIGER MAN reacts to something off. Touches FLASH'S shoulder
          and points.
                         
          THEIR POV - AT END OF LAST BRANCH
                         
          A crazy sort of ELEVATOR is going by. It's a moving. vine
          with LEAFY BASKETS attached, a vertical conveyor from the
          ground to above. As FLASH and TIGER MAN watch, they SEE one
          basket moving UP with an armed TREE MAN in it, scanning the
          forest below.
                         
                         FLASH
                         
          Snatches the crossbow off TIGER MAN'S back, cocks it, notches
          it quickly with a GLASS ARROW from the quiver.
                         
          INCLUDE THE TREE MAN
           49.
                         
          hearing the CLICK of the cocking. He wheels, looks up, SEES
          FLASH. Letting out a fierce BIRDCALL. he jumps up and swings
          his own crossbow just as FLASH shoots.
                         
          SWISH-PFFST as FLASH'S arrow hits him. ICE, he tumbles out
          of the basket.
                         
          FLASH and TIGER MAN
                         
          Run out along the branch, jump INTO the basket as it passes
          by.
                         
                          FLASH (CONT'D)
           How far will this take us?
                         
                          TIGER MAN
           I don't know --no man has ever been
           above the green.
                         
          EXT. ANOTHER PART OF THE TREES
          (BARIN, FLASH, TREE MAN, TIGER MAN, TREE MAN LEADER)
                         
          BARIN and a troop of TREE MEN are poised in the branches,
          listening acutely. The one scouting in front calls back:
                         
                          TREE MAN
           The sight -- call came from the left!
                         
          TREE MA.i. The sight-call carne from the left:
                         
                          BARIN
           Up and across we'll cut them off!
                         
          He BLOWS his horn again. The TREE MEN start moving quickly
          some climbing, others SWINGING laterally on vines.
                         
          IN THE BASKET
                         
          FLASH and TIGER MAN
                         
          Rising looking upward, as the light through the leaves is
          changing, becoming less intensely green.
                         
                          TIGER MAN
           What is that color above?
                         
                          FLASH
           Blue. We call is blue.
                         
          A DOZEN TREE MEN come swinging into view on vines, land on a
          fat branch. The LEADER looks right in this direction, points
          and gives a chilling BIRDCALL. The TREE MEN unsling their
          crossbows, reach for GLASS ARROWS.
                         
          FLASH and TIGER MAN
           50.
                         
          SEEING cold death staring them in the face.
                         
          FLASH reaches for an arrow, notches it.
                         
           TREE MAN LEADER
           You haven't a chance! Throw down
           your weapon!
                         
          FLASH makes like to throw his crossbow away. At the last
          instant, h swings it around, aims and FIRES.
                         
          TREE MEN ON BRANCH
                         
          Are startled as the arrow WHIRRS in and sticks into the branch
          under their feet. The branch instantly turns to ICE.
                         
          BARIN - CLIMBING FROM BELOW
                         
          HEARS a loud brittle CRACKING SOUND. He looks up, gapes,
          holds on tight to the tree trunk. A dozen SHRIEKING TREE MEN
          plummet down around him amidst chunks of ICE, crashing through
          the branches to doom. A look of fierce delight on his face,
          BARIN resumes his climb.
                         
          EXT. TREETOPS OF ARBORIA
          (FLASH, TIGER MAN)
                         
          FLASH and TIGER MAN jump from their basket into a wide leaf,
          near a loading platform where the elevator-vine goes around
          a great iron wheel. The forest is open to the sky at this
          altitude, a sunny Eden of huge exotic flowers. Enormous
          overlapping leaves form a floor FLASH and TIGER MAN can stand
          on.
                         
                          FLASH
           Which way to the border:
                         
                          TIGER MAN
           Legend says Arboria ends in an ocean
           to the west.
                         
          FLASH quickly checks his wristwatch and the angle of the
          shadows, starts in the direction he estimates is west.
                         
          TREETOPS OF ARBORIA - OTHER ANGLES
                         
          FLASH and TIGER MAN running over the leaves, which are
          somewhat BOUNCY like a huge trampoline. It's quite enjoyable.
          FLASH laughs aloud at the sensation, takes a big jump off
          the edge of one leaf, BOUNCES HIGH from the next.
                         
          Amazingly, a fat TENDRIL seizes him in mid-air, coils around
          his waist. FLASH yells as he is lifted further up.
                         
          AN ENORMOUS FLOWER
           51.
                         
          is right above him. The closed petals open. The inside is
          viscous, hideous looking. In the deepest recess is a dark
          red blob which PULSES like a huge heart, emits a BEING SOUND.
          With horror, FLASH realizes the tendril is feeding him into
          the flower's maw.
                         
          PLASH struggles vainly against the tendril's strength. TIGER
          MAN dashes to his rescue below, but another tendril knocks
          him flat.
                         
          INT. FLOWER
          (BARIN, FLASH)
                         
          FLASH is conveyed INTO the flower. He punches wildly with
          his fists, kicks, but petals are CLOSING inexorably around
          him. On their inner surface are deadly spiny SPIKES.
          Scattered around are the crushed SKELETONS of luckless TREE
          MEN who have been fed in here.
                         
          SWISH-PFFFFST! Out of nowhere a GLASS ARROW comes flying
          past FLASH'S ear, sinks itself into the flower's heart. The
          flower SHRIEKS. All around, FLASH, it is turning into
          crystalline ICE.
                         
          The tendrils lose their grip, FLASH falls onto the leaf below
          beside the TIGER MAN.
                         
          TREETOPS - ANOTHER ANGLE
                         
          As FLASH turns his head to see BARIN standing with his
          crossbow on a leaf some twenty feet away.
                         
                          BARIN
           I saved you because your death must
           be mine.
                         
                          FLASH
           What's the point of all this killing?
           Why don't we team up and overthrow
           Ming?
                         
          BARIN notches another arrow, cocks his bow, with slow pleasure
          raises it and aims at FLASH'S heart. Suddenly a SHADOW covers
          BARIN. He jerks his head up to SEE:
                         
          A WINGED SILHOUETTE
                         
          Diving from the sun at him. It is a HAWKMAN, magnificiently
          fierce. It seizes BARIN in its talons and lifts him INTO THE
          AIR.
                         
                         OTHER HAWKMEN
                         
          Hover, their wings beating the air. They dive on FLASH and
          TIGER MAN, lift them too.
           52.
                         
          EXT. SKY - AURA'S SPACECRAFT
                         
          Rises in a steep climb over Arboria.
                         
          INT. COCKPIT - AURA
                         
          In the pilot's seat gazes OFF at something through tricky
          little binoculars.
                         
          WHAT SHE SEES - DISTANT HAWKMEN
                         
          Ascending with their three captives-
                         
          INT. COCKPIT -AURA
                         (AURA'S VOICE)
                         
          Put the binoculars down, with one hand lowers the THOUGHT
          TRANSFER hood over her head, with the other waves the craft
          into a sharp turn away from the HAWKMEN. Without her lips
                         MOVING:
                         
                          AURA'S VOICE
           Princess Aura returns to Mingo City
           The passage through the force-field
           opens at her approach --
                         
          AURA twists the tuning dial, then goes on in a soft
                         PROVOCATIVE TONE:
                         
           AURA'S VOICE (CONT'D)
           Daddy darling -- am I with you? Are
           you getting me?
                         
          EXT. GRASSY AREA - ZARKOV'S CAPSULE
                         
          Sits some fanciful form of ground transport: perhaps a thing
          with bicycle wheels and sails.
                         
          INT. CAPSULE - ZARKOV AND DALE
          (DALE, ZARKOV)
                         
          They are inside, she watching tensely as ZARKQV throws
          switches and eyes displays.
                         
                          DALE
           Will it fly?
                         
                          ZARKOV
           Basic circuits seem okay.
                         
                          DALE
           It has-to fly! We gotta rescue FLASH
           from that vampire before she --
                         
          Sudden BLINDING BLUE LIGHT explodes within the capsule.
           53.
                         
                          ZARKOV
           Jump!!
                         
          EXT. CAPSULE - ZARKOV AND DALE - CONTINUOUS
          (DALE, ZARKOV)
                         
          Come diving out headlong into the grass.
                         
                          DALE
           What happened?
                         
                          ZARKOV
           Heaven knows. I was just starting to
           test the primary transformer-banks
                          AND ----
                         
          ZARKOV stops abruptly, looking down at himself. DALE gasps.
                         
                          DALE
           My God -- your hands! Your hands
           are gone!
                         
          It is true: ZARKOV has no hands.
                         
                          ZARKOV
           Not gone -- Just invisible. See?
                         
          INVISIBLE HANDS pick up a pebble from the ground, hold it
          before DALE'S nose. Magically, they toss the little object
          back and forth from one UNSEEN HAND to the other. DALE touches
          one, can feel it.
                         
                          DALE
           Does it hurt?
                         
                          ZARKOV
           Not a bit. I believe Mongo's
           gravitational. field must have
           reversed the polarity of my generator
           so that --
                         
          He breaks off again. Slowly, in front of our eyes, ZARKOV'S
          HANDS are FADING IN, again and becoming VISIBLE. DALE whistles
          in amazement.
                         
                          ZARKOV (CONT'D)
           Neat trick. I wonder if it's
           controllable?
                         
          SHADOW over them suddenly. Great WHIRRING of wings. DALE
          Looks up and SCREAMS.
                         
                         HAWKMEN
           54.
                         
          Swoop down on ZARKOV and DALE, bear them aloft as they did
          with FLASH AND TIGER MAN.
                         
          INT. MING'S DOME ROOM
          (KLYTUS, MING)
                         
                         CU MING
                         
          In his wonderous DOME ROOM, watching something. PULL BACK.
          KLYTUS is beside him as usual. ANGLE to include the VIEWING
          SCREEN which MING is watching. On it is a directional
          continuation of the scene we just saw: a struggling DALE
          being Carrie dup into the open sky by HAWKMEN.
                         
                          KLYTUS
           Mongo is restless today. Your vessels
           stray from their appointed
           kingdoms....
                         
                          MING
           That damned Vultan -- time I clipped
           his wings once and for all. We could
           put those insolent Hawkmen of his to
           work in the plasma cavern ----
                         
                          KLYTUS
           Dale Arden and Flash Gordon? Will I
           send out the Imperial Fleet to bring
           them back?
                         
                          MING
           We'll let Vultan tame her first --
           I'll look pretty to Dale Arden after
           him. Flash Gordon is nobody.
                         
          KLYTUS smiles that sinister way. MING looks at him
          questioningly.
                         
                          KLYTUS
           Sire, it is not for me to tell Great,
           Ming that he is making mistakes.
                         
          EXT. SKY - WIDE SHOT
          (HAWKMAN, TIGER MAN)
                         
          Serried squadrons of HAWKMEN escort the ones bearing FLASH,
          BARIN and TIGER MAN through space.
                         
          CLOSER - TIGER MAN
                         
          Struggling against the TWO HAWKMEN who have him, snarling
          and roaring. He butts one in the belly with his horn.
                         
                          HAWKMAN
           Want us to let you go, et?
           55.
                         
                          TIGER MAN
           Yes!!
                         
                          HAWKMAN
           Okay.
                         
                          TIGER MAN
           Nooo!!!
                         
          SKY - WIDE PANORAMA
                         
          Light streams rough tremendous El Greco clouds. HAWKMEN Are
          tiny figures, rising against it.
                         
          Higher, higher. Above the clouds a blinding DAZZLE comes
          INTO FRAME. It resolves into a fantastic SKY PALACE hanging
          in mid-air, reflecting sunlight from myriad turrets and
          terraces. The HAWKMEN climb above it.
                         
                         CLOSER HAWKMEN
                         
          Carrying FLASH and BARIN and TIGER MAN , going into a
          screaming dive.
                         
          EXT. SKY PALACE - HAWKMEN POV
                         
          Rushing at us with horrifying speed. ZOOMING DOWN we see a
          dark opening. The wind howling around wings, we rush dizzingly
          into the aperture.
                         
          EXT. SKY PALACE - VULTAN'S EYRIE - A HIGH TERRACE
                         (DALE)
                         
          VULTAN circles admiringly around DALE. VULTAN is a lusty
          viking of the sky, winged like his men, one eye blinded, his
          beard cloven by an old scar from forehead to jaw. Gorgeous
          HAWKGIRLS watch jealously as VULTAN inspects DALE very
          closely, reaches out a sly hand and touches her bosom. DALE
          slaps his hand away.
                         
                          DALE
           Watch out, you old bird -- Ming wants
           to marry me.
                         
          VULTAN hoots at that as HAWKGIRLS murmur. He's about to
          touch her again when there is a CLAMOR o.s. VULTAN reacts.
                         
          EXT. SKY PALACE - ANOTHER LEVEL
          (BARIN, DALE, FLASH, SARIN, VULTAN, ZARKOV, ZAAKOV)
                         
          HAWKMEN carrying FLASH, TIGER MAN and BARIN swoop OUT from
          another hole like the one they dove into. The whole place is
          like a great hanging birdhouse, HAWKWOMEN and HAWCHILDREN
          moving in and out and perching on the various exterior
          terraces.
           56.
                         
          FLASH and TIGER MAN
                         
          Are dropped on to a terrace, so hard it stuns them.
                         
                         BARIN
                         
          Is lowered more carefully on another terrace, this one
          grander, with a throne in the center.
                         
                         FEATURE VULTAN
                         
          Flying down from above, hovering above BARIN with menacing
          glee.
                         
                          VULTAN
           Ho! -- Barin! - I knew my Hawkmen
           would catch you one of these days.
                         
                          SARIN
           Be careful how you address me, Vultan.
           I am Prince Barin, ruler of Arboria.
                         
                          VULTAN
           Not in my Kingdom -- here you're
           just a stray animal to be killed for
           our sport!
                         
                          BARIN
           Will you do that, Vultan?
                         
                          VULTAN
           What would you do if you'd caught me
           in Arboria?
                         
                          BARIN
           Yes -- I would hunt you down and
           kill you without mercy.
                         
          FLASH on the OTHER TERRACE
                         
          Lifts his head groggily, reacts to something. ANGLE TO
          INCLUDE ZARKOV, stumbling out from an opening in his usual
          clothes.
                         
                          ZARKOV
           Hello - we do meet in the strangest
           places.
                         
                          FLASH
           Where's Dale?
                         
                          ZAAKOV
           The boss-bird has her up in his
           57.
                         
          Sudden ear-piercing SCREAM from above. DALE'S scream, FLASH
          bounds to his feet.
                         
          IN THE EYRIE
                         
          DALE is surrounded by jealous HAWKGIRLS who are pushing her
          toward the terrace edge. Screaming again, DALE goes OVER.
                         
          SPACE BETWEEN TWO TERRACES/ ONE TERRACE
                         
          FLASH wheels toward the sound, dives to the parapet and
          catches DALE as she plunges past.
                         
                          DALE
           Flash! Oh darling!
                         
                          FLASH
           Dale baby!
                         
          He hauls her in and they embrace in a steamy kiss. FLUTTER
          of wings. HAWKMEN swoop at the terrace and LIFT UP the
          clinging couple. It barely interrupts their conversation:
                         
                          DALE
           Flash -- when I was in that tub --
                         
                          FLASH
           Yes -- it was me --
                         
                          DALE
           Did you mean it?
                         
                          FLASH
           Every thought, baby! --
                         
          EXT. VULTAN'S TERRACE
          (BARIN, DALE, FLASH, HAWKPEOPLE, TIGER MAN, VULTAN)
                         
          As FLASH and DALE are lowered on it.
                         
                          VULTAN
           No. What have you to say to Vultan,
           Prince of the Air?
                         
                          FLASH
           We're all Ming's prisoners. I say
           let's team up and smash him.
                         
           TIGER MAN (O.S.)
           Listen to his words! --
                         
          ANOTHER TERRACE - TIGER MAN
                         
          On his feet on the other terrace, shouting across:
           58.
                         
           TIGER MAN (CONT'D)
           I know -- I'm only an ignorant Tiger
           Man -- but I tell you Flash Gordon
           is the leader we've waited for!
                         
          BACK TO VULTAN'S TERRACE
                         
          Where VULTAN gazes at TIGER MAN a beat, then turns mocking
          eyes on FLASH.
                         
                          VULTAN
           You're a leader, he?
                         
                          FLASH
           Well, back home it's what I'm paid
           for -- I called a pretty good game
           against the Dallas Cowboys once ---
                         
                          VULTAN
                          (TO BARIN)
           Do you understand him?
                         
                          BARIN
           Not a word.
                          (LIKE ICE)
           I was hunting him when you seized
           me. Before you finish me. Vultan I
           beg only that you let me finish him.
                         
                          FLASH
           Oh god -- here we go again --
                         
                          DALE
           Is everyone on Mongo CRAZY? Haven't
           you guys ever heard of TEAMWORK?
                         
                          FLASH
                          (TO BARIN)
           When I had that damn snake in my
           hand, I could've poked it in your
           face and KILLED you.
                         
                          BARIN
           I had you in bow-sight you were
           dead!
                         
                          VULTAN
           Enough!
           (shouting to all around)
           These vagrants talk a brave fight,
           my Hawkmen! Shall we test their
           words?
                         
          QUICK CUTS - HAWKPEOPLE
           59.
                         
          CHEERING AND SHOUTING eagerly from all around:
                         
                          HAWKPEOPLE
           Test them! -- Let's have sport! The
           joust! -- To the joust! --
                         
                         CU VULTAN
                         
                          VULTAN
           Take them below -- put them together.
                         
          INT. SKY PALACE - A RAMP
          (DALE, FLASH, ZARKOV)
                         
          VULTAN leads the way down. FLASH, BARIN, DALE, ZAAKOV and
          TIGER MAN are escorted by many fierce HAWKMEN.
                         
                          DALE
           Flash - don't do this.
                         
                          FLASH
           (low, bitter)
           I've got to.
                         
                          DALE
           Why?
                         
                          ZARKOV
           He has no choice, Dale it's the Mongo
           way.
                         
                          DALE
           I'm so homesick -- what I wouldn't
           give for a nice quiet night with
           some muggers in Central Park --
                         
          FLASH squeezes DALE'S hand.
                         
          Ahead appears an archway opening to the sky. A GREAT GONG
          is heard.
                         
                         ANOTHER TERRACE
                         
          ANGLE - HAWKMAN appears with a mallet, he beats again on a
          huge bronze GONG.
                         
          EXT. SKY PALACE - WIDE SHOT
                         
          Startling sight: A big DISC hangs in the air between the
          curved prongs of a lower terrace, the shaft that supports it
          lost in clouds below.
           60.
                         
          EXT. A LOWER PLATFORM
                         (VULTAN)
                         
          FLASH and the OTHERS appear. They halt, looking at the disc.
                         
                          VULTAN
           Prepare them!
                         
          ONT HE DISC - A HAWKMAN
                         
          Is GREASING the shiny surface with a mop, slipping around a
          bit as he does so.
                         
                         ANOTHER TERRACE
                         
          SHOTS - ASH AND BARIN getting prepared. Removing shirts being
          equipped with heavy leather gauntlets, and so on. Each is
          given a long vicious WHIP.
                         
          THE LOWER PLATFORM
                         
          ANGLE - a bridge-like plank extends itself, out over the
          edge of the shiny greased disc. FLASH and BARIN appear, ready
          for combat. HAWKMEN behind them, wthey start out over the
          bridge.
                         
                          VULTAN (CONT'D)
           Arm the disc!
                         
          CU - FLASH
                         
          Stopping short, eyes popping, as he SEES:
                         
          ON THE DISC
                         
          Razor sharp knives are POPPING UP from the top surface all
          over, maybe two feet apart. If a man loses his footing and
          falls he will surely be fatally impaled.
                         
          INT. LOWER PLATFORM
          (BARIN, DALE, FLASH, MING'S VOICE, VULTAN, ZARKOV)
                         
          FEATURE FLASH and BARIN with whips in hand, they step from
          the bridge onto the disc. FLASH almost slips and falls
          immediately.
                         
          QUICK CU - DALE
                         
                          DALE
           Flash!!
                         
          CU - FLASH
           61.
                         
          Getting his balance again. BARIN moves across amidst the
          knives, takes a stance facing FLASH, raises and coils back
          his whip.
                         
                          BARIN
           Ready for me, Earthling?
                         
                          FLASH
                          (POISED LIKEWISE)
           I ask you to swear, Barin -- if you
           defeat me, you'll join Vultan against
           Ming! If for no other reasons, because
           you'll never have Aura as long as
           her father lives!-
                         
                          BARIN
           What do you now of Aura?
                         
                          FLASH
           Quite a lot!
                         
          ZWIPPP! BARIN'S whip lashes out savagely at FLASH.
                         
          ANGLES - FLASH AND BARIN - SPECTATOR REACTIONS
                         
          Suddenly the fight begins. FLASH and BARIN stalk around,
          slipping on the grease, whamming at each other with their
          whips. The disc suddenly begins to TILT and SWAY, making
          this affair even more desperate.
                         
          BARIN begins to get an edge. Slashing, cutting, he drives
          FLASH back.
                         
                         CU DALE
                         
                          DALE
           Flash, I love you! Win for me,
           Flash!??
                         
                         FEATURE FLASH
                         
          Adrenaline courses through his veins as he hears that over
          the uproar.
                         
          He flies at BARIN, dodges the lash, grapples with him hand-
          to-hand.
                         
          They wrestle their way tot he very rim of the swaying tilting
          surface. It looks bad again for FLASH, when with a superhuman
          effort he flips BARIN over his back... over the edge!
                         
          In the same instant, FLASH dives onto his side amidst the
          deadly knives and grabs at BARIN'S wrist.
           62.
                         
          FLASH catches him. BARIN hangs suspended over the abyss of
          space held only by FLASH'S grip.
                         
                          VULTAN
           You've won, Earthling! Drop him to
           doom!
                         
                          FLASH
           (gasping at BARIN)
           Try to catch my wrist! -- the other
           one.
                         
                          VULTAN
           What is this??
                         
                          ZARKOV
           Call it what you want, Vultan --
           compassion -- mercy: let us teach
           you the meaning of these words.
                         
                          FLASH
                          (TO BARIN)
           Swing your body -- see if you can
           get a leg up here!
                         
          Suddenly an ECHOING VOICE BOOMS from the sky:
                         
                          MING'S VOICE
           Vultan! Hear Ming, Ruler of the
           Universe!
                         
          INT. MING'S DOME
          (AURA, MING, MING'S VOICE, VULTAN, ZARKOV)
                         
          Where MING watches the SKY PALACE SCENE on a viewing screen,
          a weeping AURA beside him, as he goes on:
                         
                          MING
           I see you, Vultan -- and Barin too!
           You both have defied we by sparing
           these Earthlings!
                         
                          AURA
           Barin -- my only -- I swear I didn't
           mean to get you into this!
                         
                         FEATURE VULTAN
                         
          As the VOICE goes on:
                         
                          MING'S VOICE
           Do you want to live, Vultan?
                         
                          VULTAN
           What creature wants to die?
           63.
                         
                          MING'S VOICE
           Then kill Flash Gordon now! Pick up
           Dale Arden, deliver her to me on
           your own wings -- it's your only
           chance! My fleet is already in the
           air, ready to destroy your whole
           Kingdom if you disobey!
                         
          The ECHO rolls and dies.
                         
                         DISC
                         
          TIGER MAN suddenly leaps out onto the disc, slides over
          between the knives, helps FLASH pull BARIN up to safety.
                         
                         AS BEFORE
                         
          ZARKOV in his chains, walks over to the confused VULTAN...
                         QUIETLY:
                         
                          ZARKOV
           What'll you have -- death or dishonor?
                         
          VULTAN looks down at FLASH once more, then makes up his mind.
          He shouts to his people:
                         
                          VULTAN
           We'll save these Earthlings! - Curse
           Ming! -- Into the air, my Hawkpeople -
           fly!
                         
          ZARKOV grins, extends a hand to VULTAN. He just looks at
          it.
                         
                          VULTAN (CONT'D)
           I don't understand this. I think
           I've gone mad.
                         
          INT. MING'S DOME
          (AURA, MING)
                         
          MING snaps off the viewing screen, looks at AURA
                         
                          AURA
           Spare him Daddy -- oh please spare
                          BARIN --
                         
          AURA tries to throw herself into his arm, but he pushes her
          roughly away.
                         
          KLYTUS materialises from a shadow, smiling.
                         
                          MING
           You've always wanted her, Klytus --
           Aura is yours.
           64.
                         
          EXT. SKY PALACE - LONG SHOT
                         
          It is being evacuated. Squadrons of HAWAKPEOPLE stream out
          of its many openings, diminutive figures against the sky.
                         
          ANOTHER PART OF THE SKY
                         
          Several ROCKET-SHIPS appear, wonderfully gaudy contraptions
          with MING's battle-flags flying. A RAY shoots out from the
          nose of the biggest.
                         
          EXT. SKY PALACE - LONG SHOT
                         
          The RAY zaps it. The whole place EXPLODES.
                         
          EXT. SQUADRON OF HAWKMEN - IN FLIGHT
          (DALE, FLASH, VULTAN, ZARKOV)
                         
          VULTAN and his CAPTAIN lead. Ranged around are BARIN, FLASH,
          DALE ,TIGER MAN and ZARKOV, each carried by a HAWKMAN. Distant
          explosions rumble like thunder.
                         
                          VULTAN
           Don't look back, Hawkman. Head for
           that cloud-cover!
           (over his shoulder)
           Where's this capsule of yours,
           exactly?
                         
                          ZARKOV
           In the high grass east of Mingo.
                         
                          VULTAN
           Pick it up, Captain!
                         
          The CAPTAIN and a FEW HAWKMEN peel off.
                         
          FLASH and DALE
                         
          Gaze at each other lovingly, flown along about a hundred
          feet apart. He calls for her:
                         
                          FLASH
           Guess the first thing you and me are
           gonna do after we land..!
                         
                          DALE
           Darling not in front of the Hawkmen --
           you'll make me blush! --
                         
                          FLASH
           Gonna do it first thing -- around
           here, never know if you'll get another
           chance!
           65.
                         
          Dark SHADOW falls over DALE. She looks up.
                         
          ANOTHER ANGLE IN THE SKY
                         
          A big ROCKET SHIP hovers, doors in its bottom side opening.
          A flickering RAY shoots down.
                         
          BACK TO THE HAWKMEN AND OTHERS IN SKY
                         
                         FEATURE DALE
                         
          As an effulgent GLOW envelopes her. Inexorably, DALE and
          her HAWKMEN are sucked upward.
                         
                          DALE
           Help!!
                         
                          FLASH
           I'm coming, Dale!
           (to his Hawkmen)
           Follow her -- climb!
                         
          VULTAN's command of course takes precedence. The HAWKMAN
          bearing FLASH follows his mates into a shrieking vertical.
          dive.
                         
          INT. ROCKET SHIP
          (DALE, HEDONIA)
                         
          DALE and her HAWKMAN are sucked up into a chamber. Waiting
          SOLDIERS seize the struggling HAWKMAN, brutally smash his
          wings pitch him OUT the bottom as the doors close.
                         
          DALE backs off, drops into a karate stance, With a WHINING
          ROAR the craft accelerates throwing DALE off balance against
          a wall. HEDONIA enters through a door, her arms full seems
          to be yards and yards of filmy white material. HEDONIA Smiles
          nicely.
                         
                          HEDONIA
           Time is short. Ming sent me to fit
           you with is.
                         
                          DALE
           Fit me with what?
                         
                          HEDONIA
           Your wedding dress.
                         
          EXT. ARBORIA - VINCINITY OF LODGE
                         
          TREE MEN and LION MEN and TIGER MAN toil together in peaceful
          concernt, constructing a crude wooden launch-gantry around
          ZARKOV'S SPACE CAPSULE, which has been conveyed here.
           66.
                         
          Several hovering HAWKMEN hold it in position with vine cables
          as the work is completed. Capsule door is open. Through it
          we see ZARKOV at work inside, feverishly re-wiring a control
          panel.
                         
          EXT. LODGE BALCONY
          (BARIN, FLASH, VULTAN, ZARKOV'S VOICE)
                         
          Up on Lodge Balcony, FLASH, BARIN and VULTAN lean over a
          table on which maps and drawings are laid out, a typical
          military staff meeting. With a bit of charcoal, BARIN sketches
          a semi-circular line over a map of MING'S city.
                         
                          BARIN
           A force-field covers the whole city,
           from here to here. With luck, Flash
           can lure them into lowering their
           defenses.
                         
                          VULTAN
           What if he fails?
                          (ABRUPTLY)
           This is suicide, Barin! I can't
           order my men to suicide!
                         
          VULTAN ascends into the air. Hovers as he goes on:
                         
                          VULTAN (CONT'D)
           The flight brought me back to my
           senses -- good luck and goodbye.
                         
                          BARIN
           Ming destroyed your kingdom!
                         
                          VULTAN
           We'll build another.
                         
                          BARIN
           Vultan!
                         
                          FLASH
           Let him go -- I understand.
           (up to Vultan)
           Thanks anyway for getting us this
           far!
                         
          VULTAN hesitates a moment, the soars away with determination.
                         
                          ZARKOV'S VOICE
           Flash! Ready for a test!
                         
          INT. CAPSULE
          (FLASH, ZARKOV)
                         
                         FLASH ENTERS
           67.
                         
                          FLASH
           What's the game-plan?
                         
                          ZARKOV
           Sit there. When I give you zero,
           punch that button. Any questions?
                         
          EXT. CAPSULE
          (BARIN, FLASH'S VOICE, ZARKOV)
                         
          ZARKOV jumps out, leaving the door open. He crouches low.
          BARIN and VULTAN and EVERYBODY are watching.
                         
                          ZARKOV
           Five, four, three, two, one -- ZERO!
                         
          Interior of the capsule is filled with BLINDING BLUE LIGHT
          for an instant. ZARKOV pops up, sticks his head in.
                         
                          ZARKOV (CONT'D)
           Flash!
                          (NO REPLY)
           Do you hear me, Flash? Where are
           you?
                         
                         CU ZARKOV
                         
          As INVISIBLE HANDS turn around the helmet on his head.
                         
                          ZARKOV (CONT'D)
           Eureka! I did it! You can come out
           now, Flash --
                         
                          FLASH'S VOICE
           Not unless you get out of my way, I
                          CAN'T --
                         
          BACK TO MAIN SCENE - EXT. CAPSULE
                         
          ZARKOV moves inside.
                         
                          BARIN
           Look -- he still casts a shadow:
                         
          It's true. FLASH is totally invisible, but on the ground we
          SEE his shadow as he climbs out and stands upright.
                         
          Suddenly there is rising WHINING HUMMING SOUND that seems to
          fill the whole firmament. The earth trembles. LION MEN and
          TREE MEN cower in terror. TIGER MAN roars.
                         
                          BARIN (CONT'D)
           Zarkov! What have you done?
           68.
                         
          The SOUND grows louder, intolerable. Brown smoking foliage
          rains down. EVERYONE looks up.
                         
          EXT. FOREST OF ARBORIA
          (KLYTUS, VOICE, ZARKOV)
                         
          CUTS AND ANGLES - UPWARDS
                         
          The topless forest of Arboria is withering, falling apart.
          TREE MEN cry with primal fear as the SEE the sky revealed.
                         
          Hovering against the sun are the dark shapes of MING'S ROCKET
          SHIPS. PULSING RAYS emanate from projectors on their bottoms.
          A VOICE booms from heave:
                         
                          VOICE
           Prisoners of Ming, you are surrounded!
           The creature who moves is obliterated!
                         
          EVERYONE stands frozen.
                         
          PART OF FOREST - CUTAWAY
                         
          ONE LION MAN
                         
          Howls in terror, makes a break for cover. A RAY instantly
          zaps down at him and he EXPLODES into fiery fragments.
                         
          BACK TO MAIN PART OF FOREST
                         
          A small SHUTTLE CRAFT descends vertically to a soft landing.
          KLYTUS gets out. Every sound ceases. He nods at BARIN, at
          ZARKOV. Looks around. Frowns. He walks directly across
          FLASH'S SHADOW, to ZARKOV.
                         
                          KLYTUS
           We'll find vultan later. Where's
           Flash Gordon?
                         
                          ZARKOV
           His Hawkman dropped him. He's dead.
                         
          INT. MING'S SERAGLIO
          (AURA, DALE)
                         
                         CU DALE
                         
                          DALE
           Nooo -- it's not true!
                         
                         WIDER ANGLE
           69.
                         
                          AURA
                          (GENTLY)
           It is -- they saw him fall a mile
           into the glaciers of Frigia.
                         
          DALE shuts her eyes, sobs out:
                         
                          DALE
           Oh Flash -- no -- you can't be dead --
           it doesn't make any sense --
                         
                          AURA
           When I think of being given to Klytus,
           I wish it was myself who had fallen.
                         
                          DALE
           (blazing at her)
           I don't believe you. You -- you
           awful Mongo person -- you were born
           without a heart:
                         
                          AURA
           Then what is it that melts into my
           eyes, Dale Arden? Feel it breaking --
                         
          Tear runs down AURA'S cheeks. She seizes DALE'S hand, presses
          it against her wonderful breast. DALE is really moved.
                         
                          DALE
           You poor kid -- don't you have a MOM
           to talk to?
                         
                          AURA
           Ming tired of her. He blew my Mother
           into outer space. I look into the
           night sky sometimes and wonder what
           star she's orbiting --
                         
                          DALE
           God, Aura -- no wonder you've had
           problems -- that bastard:
                         
          DALE embraces AURA. They cling to each other, bosom against
          bosom, in perfect womanly understanding. Golden CHORDS are
          heard. Doors open. AMAZONS enter.
                         
          EXT. ARBORIA - ZARKOV'S CAPSULE
                         
          Capsule sits in its launch-gantry, amidst the ruined blight
          left by the ray attack. There is not a soul in sight. Then
          Flash's SHADOW moves quickly over the ground toward the
          Capsule and VANISHES into the hatch. The door shuts itself.
           70.
                         
          INT. CAPSULE
                         
          Control levers move. A red button depresses itself. Through
          the side, which we should remember is transparent from within,
          we SEE the scene outside going into a GREEN-BROWN BLUR as
          the capsule starts to spin for takeoff.
                         
          INT. MING'S BEDCHAMBER
          (KLYTUS, MING)
                         
          MING is being robed by TWO GIRL ATTENDANTS. Suddenly KLYTUS
          is there in a shadow, smiling. MING senses him, turns.
                         
                          MING
           Well? What is it this time?
                         
                          KLYTUS
           I can't remember. I feel danger --
           but I cannot see it.
                         
                          MING
           Klytus, you're impossible. Aura
           deserves you.
                         
                          KLYTUS
           I foresee another thing. In one minute
           exactly, the Earthling space capsule
           will be seen on the scanner.
                         
          KLYTUS is swallowed again in shadow.
                         
          EXT. ZARKOV'S CAPSULE - IN FLIGHT
                         
          Sailing over the ever frozen Moon of FRIGIA
                         
          INT. MING'S DOME
          (CAPTIN, MING)
                         
          Capsule is SEEN on the viewing screen, grid-lines dancing
          over the image as FRIGORIA is left behind. Watching are MING,
          KLYTUS, the CAPTAIN and several other SOLDIERS.
                         
                          CAPTIN
           Shall I disintegrate it, Your Majesty?
                         
                          MING
           No, Captain -- bring it in. Land it
           to a warm reception.
                         
          INT. ZARKOV'S CAPSULE - IN FLIGHT
                         (FLASH'S VOICE)
                         
          Through the front we see MING'S CITY dead ahead and below.
          Numbers flash on the navigation display, constantly changing.
           71.
                         
          INVISIBLE HAND picks up a microphone, holds it before
          INVISIBLE LIPS.
                         
                          FLASH'S VOICE
           Vultan! Do you read me?
                         
          EXT. ARBORIA - IN A BROWN BLASTED TREE
          (FLASH'S VOICE, VULTAN)
                         
          VULTAN and some other HAWKMEN perch, listening to VOICE coming
          from a radio in VULTAN'S belt.
                         
                          FLASH'S VOICE
           Flash Gordon calling Vultan! Over!
                         
          VULTAN doesn't stir a feather. After a moment:
                         
           FLASH'S VOICE (CONT'D)
           Okay, don't answer -- I'm on Hawkman
           frequency I know you are reading me.
           Now get this --
                         
          CAPSULE AND TREE IN ARBORIA
                         
                         INTERCUTS
                         
           FLASH'S VOICE (CONT'D)
           I'm being guided through the force-
           field under their control. You're on
           the beam when you've got the tops of
           two towers lined up exactly -- the
           high gold one behind the green one
           with the blue flag got that?
                          (SILENCE)
           Okay, Vultan, it's your decision the
           ball is in your court -- I hope I'll
           be seeing you, you crazy ole bird.
                         
          The microphone hangs itself up on the panel.
                         
          VULTAN AND HIS HAWKMEN
                         
          Just sit there, grim-faced. VULTAN shake his head.
                         
                          VULTAN
           He calls us crazy --
                         
          EXT. PALACE BATTLEMENTS
          (GUARD CAPTAIN, KLYTUS)
                         
          It's an armed camp. SOLDIERS stand admits tanks and ray-gun
          artillery, every weapon trained on a landing pad in the
          middle.
           72.
                         
          KLYTUS waits with his CAPTAIN watching the mirror-bright
          capsule coming down.
                         
          It lands. CAPTAIN gives a signal.
                         
          ZAP! From a tank's ray gun.
                         
          The capsule's door is knocked with surgical precision off
          its hinges. Flanked by SOLDIERS with ray-guns at the ready,
          the CAPTAIN advances and looks in. He turns and calls back
          to KLYTUS in surprise.
                         
                          GUARD CAPTAIN
           It's empty!
                         
                          KLYTUS
           What?
                         
                          GUARD CAPTAIN
           Unmanned. Must've taken off on some
           automatic program.
                         
          KLYTUS frowns. He doesn't notice the SHADOW that suddenly
          passes over him, moves on quickly.
                         
                          KLYTUS
           Destroy it.
                         
                         FLASH'S SHADOW
                         
          Halts, shift shape as FLASH stops in dismay at that, turns.
                         
          A RAY GUN - ON A TANK ZAPS out a ray.
                         
          ZARKOV'S CAPSULE - glows white, falls into thin ashes.
                         
                         FLASH INVISIBLE
                         
          Lets out a bitter sigh. Then the SHADOW moves again, fast,
          to an open doorway.
                         
          INT. PALACE HALLWAY - A SOLDIER
          (FLASH' S VOICE, SOLDIER)
                         
          Stands on guard. Suddenly out of nowhere, but very close.
                         
           FLASH' S VOICE
           Which way to the dungeons, Soldier:
                         
                          SOLDIER
           Third elevator down, turn left!
           (then doing a take)
           Who is that?
           73.
                         
          WHAM! A left to the gut doubles him over to take an invisible
          knockout right on the chin.
                         
          INT. UNDER THE PALACE
                         (FLASH'S VOICE)
                         
          TWO SOLDIERS stand with ray-guns before a heavy locked door.
          Suddenly INVISIBLE FLASH steps behind a flaring torch, casting
          an enormous SHADOW on the wall. He manipulates his caped
          arms so that the image becomes truly fearsome.
                         
                          FLASH'S VOICE
           I am the ghost of all the good men
           murdered by Ming! Prepare for doom!
                         
          The SOLDIERS faint.
                         
          INT. NARROW PASSAGEWAY - UNDER THE PALACE
                         
          FOUR SOLDIERS march along, two by two, filling the narrow
          way. SOUND OF RUNNING FEET coming towards them. They halt
          i n consternation. WHAM! Invisible FLASH crashes into them,
          sending them flying like bowling-pins.
                         
          INT. DUNGEON AREA
                         (GUARD)
                         
          FOUR GUARDS lounge. around. MOVE to one of them, who sits
          studying the pictures in the Mingo version of PLAYBOY
          magazine. A SHADOW falls over the page.
                         
                          GUARD
           I'm looking at it now -- wait for
           your turn.
                         
          An INVISIBLE UPPERCUT knocks him off his chair.
                         
          ANGLES - THE FIGHT
                         
          As INVISIBLE FLASH goes after the other three with a deadly
          chair that seems to SWING itself through the air.
                         
          INT. DUNGEON
                         (FLASH'S VOICE)
                         
          ZARKOV, BARIN and TIGER MAN lie in chains, heads cocked at
          SOUNDS of the facas outside. THUD of a body falling, brief
          silence, then sound of a KEY IN THE LOCK.
                         
          The door opens itself.
                         
                          FLASH'S VOICE
           It's me!
           74.
                         
          INT. NARROW VERTICAL SHAFT
          (BARIN, FLASH'S VOICE, ZARKOV)
                         
          The Same one AURA and FLASH fell down originally. Now BARIN,
          ZARKOV, TIGER MAN and FLASH are inching their way UP it like
          mountain climbers doing a rock chimney; in. back-to-back
          pairs, feet pressed out against the shaft walls. What makes
          it look even stranger, half of the FLASH-BARIN twosome is
          INVISIBLE. Low conversation as they pant and struggle up the
                         SHAFT:
                         
                          ZARKOV
           How do we get down to the plasma
           level?
                         
                          FLASH'S VOICE
           Anti-gravity shaft -- I got a guard
           to show me --
                         
                          BARIN
           This won't be easy, Flash --
                         
                          FLASH'S VOICE
           Nothing's easy on Mongo --
                         
          INT. PLASMA CAVERN
          (CONTROLLER, GUARD CAPTAIN)
                         
          LIZARD MEN SLAVES work like mad, shoveling radioactive fuel
          into the seething mass.
                         
          ON THE MEZZANINE
                         
          CONTROLLERS are at consoles. Many GUARDS stand around.
          Everyone watches a big hanging dial. Its needle quivers with
          each flare-up from the inferno below, inches toward a RED
          SECTOR.
                         
                          GUARD CAPTAIN
           Faster! -- More fueld!
                         
                          CONTROLLER
           What's the hurry?
                         
          CONTROLLER What's the hurry?
                         
                          GUARD CAPTAIN
           He wants to give Dale Arden the final
           destruction of Earth as a wedding
           present.
                         
          CONTROLLERS twist the shock-knobs.
                         
          Tortured SLAVES howl in agony. Some drop and are thrown into
          the fiery mass, others redouble their efforts.
           75.
                         
          ON THE MEZZANINE
                         
          The needle quivers upwards. MOVE OFF it to a slot-like window
          in back wall. There are EYES behind the glass.
                         
          INT. CRAWLSPACE BEHIND THE MEZZANINE
          (BARIN, FLASH'S VOICE, TIGER MAN, ZARKOV)
                         
          ZARKOV,BARIN and TIGER MAN crouch amidst WHIRRING ventilators,
          watching through the window.
                         
                          BARIN
           How's it look to yoU?
                         
                          ZARKOV
           Bad. Plasma's contracting into a
           critical mass. When that needle hits
           the red, Earth is finished.
                         
                          TIGER MAN
           Grrao! I'll charge down at them:
                         
          ZARKOV and BARIN just look at him. TIGER MAN slumps out of
          his fighting stance.
                         
          Low door at the back opens itself and INVISIBLE FLASH comes
          in.
                         
                          FLASH'S VOICE
           Cavern is sealed tight -- every door
           locked from the inside --
                         
                         CU ZARKOV
                         
          Hope drains from his expression.
                         
                          ZARKOV
           Let's face it, my friends -- without
           a miracle, we've lost.
                         
          EXT. SKY - WIDE ANGLE
          (HAWKMAN CAPTAIN, VULTAN)
                         
          It is filled with HAWKMEN, flying toward us.
                         
          VULTAN and HIS CAPTAIN. fly in the lead, looking ahead and
          down at the City of Mingo.
                         
                          HAWKMAN CAPTAIN
           All right -- I see the towers lined
           up now as Flash Gordon said --
                         
          VULTAN soars up and hovers, shouts to the ranks behind:
           76.
                         
                          VULTAN
           Through the force-field, my Hawkmen!
           The pass is narrow -- dive three-by-
           three! Any man who wishes to turn
           back may do so!
                         
                         THE HAWKMEN
                         
          Keep flying right on, not one bird of them turning back.
                         
                         FEATURE VULTAN
                         
          Musing to his captain:
                         
                          VULTAN (CONT'D)
           Who are these Earthlings, that so
           many would die for?
                         
                          HAWKMAN CAPTAIN
           They must have one hell of a little
                          PLANET --
                         
          INT. MING'S DOME - ON VIEWING SCREEN
                         (OFFICER)
                         
          THREE HAWKMEN are SEEN in steep descent. comes ,INTO FOCUS
          over them.
                         
          PULL BACK. Several OFFICERS and SOLDIERS are around a console,
          watching the screen and other displays.
                         
                          OFFICER
           In range.
                         
          Another OFFICER touches a red firing-button.
                         
          EXT. PALACE BATTLEMENTS
                         
          Ranged here are devices like multiple rocket-launchers,
          bristling with hundreds of arrows. SWOOSH: One fires its
          load into the sky.
                         
          EXT. SKY - HAWKMEN
          (HAWKMAN CAPTAIN, VULTAN)
                         
          The THREE LEADING HAWKMEN are impaled a dozen times each
          crumple and plummet down.
                         
          VULTAN and CAPTAIN - HOVERING
                         
                          HAWKMAN CAPTAIN
           It's a trap! The passage is covered!
           77.
                         
                          VULTAN
           Onward, Hawkmen! Dive! We outnumber
           their arrows -- overwhelm them!
                         
          EXT. BATTLEMENTS/SKY
                         
          INTERCUTS - HAWKMEN and ARROW PROJECTORS
                         
          as the brave HAWKMEN dive in a converging stream at the
          invisible opening, and the projectors FIRE again and again.
          Great slaughter is wreaked on the HAWKMEN, but they keep
          coming.
                         
          One group VEERS to the side away from the deadly fire, only
          to crash into the equally deadly force-field. They EXPLODE
          into flames.
                         
          INT. DOME
                         
          FIRING OFFICER is almost breaking his thumb, he has it jammed
          down so hard on the red button.
                         
          ANGLE to the VIEWING SCREEN. On it VULTAN leads a stream of
          descending HAWKMEN.
                         
          EXT. SKY - HAWKMEN
                         
          Circle and reform, some giving mid-air aid to wounded mates,
          and on they come, onward!
                         
          INT. DOME
                         (OFFICER)
                         
                          OFFICER
           Man the battlements!
                         
          EXT. PALACE BATTLEMENTS
                         
          HAWKMEN descend as SOLDIERS rush out at them. The battle is
          epic, a crazy combination of swords and ray-guns and clubs
          and spears.
                         
          VULTAN is a towering figure in the middle of it, dealing
          havoc on all sides.
                         
          As he fights THREE SOLDIERS, ANOTHER races at VULTAN'S back
          with a deadly spear. Suddenly he TRIPS OVER NOTHING and
          crashes headlong to be dispatched by another HAWKMAN. VULTAN
          whirls and is amazed to have his freehand warmly clasped by
          an INVISIBLE ONE.
           78.
                         
          INT. A PALACE ANTECHAMBER
          (KLYTUS, MING, OFFICER)
                         
          MING and KLYTUS, in ceremonial robes. As part of his costume
          MING wears a sword.
                         
                          MING
           You have the ring?
                         
                          KLYTUS
           In my pocket.
                         
          Door flies open, an OFFICER dashes in.
                         
                          OFFICER
           Your Majesty, we're under attack by
           Hawkmen!
                         
                          MING
           So what are you doing down here,
           coward? Why aren't you in the fray?
                         
                          OFFICER
           Sire, I thought you'd --
                         
                          MING
           Mingo City is impregnable! I'm not
           about to put off wedding Dale Arden
           for this!
                         
          EXT. BATTLEMENTS
          (FLASH'S VOICE, HAWKMAN CAPTAIN, VULTAN)
                         
          The battle continues. Bloodies HAWKMAN CAPTAIN fights his
          way up beside VULTAN, who is engaged in seizing a dominant
          piece of ray-gun artillery.
                         
                          HAWKMAN CAPTAIN
           What's for us after this lot?
                         
                          VULTAN
           Ming!
                         
                          FLASH'S VOICE
           The cavern first! Gotta get Zarkov
           in there to --
                         
          Suddenly MUSIC is heard from below. Some great electronic
          organ booms out the strains of what is recognizably "Here
          Come The Bride".... the familiar thrilling wedding-march.
                         
           FLASH'S VOICE (CONT'D)
           On my god!
           79.
                         
          INT. MING'S GREAT HALL - HIGH WIDE ANGLE
                         
          A magnificent wedding is on. DALE marches slowly up the
          middle, on KLYTUS'S arm, helped along by AMAZONS who march
          at her back with spears. Her long train passes between the
          AMAZONS to be borne behind by LOVELY GIRLS, as the party
          passes between ranks of splendidly garbed MONGONS.
                         
          An aged HIGH PRIEST waits at the throne-altar with MING,
          whose eyes lecherously devour his approaching bride.
                         
          CLOSE ON DALE
                         
          Her beauty only enhanced by the teas rolling soundlessly
          down her cheeks.
                         
          INT. PLASMA CAVERN
                         
          The molten mass is more intense than we have ever seen it,
          scarcely bearable to the eye.
                         
          INT. CRAWLSPACE BEHIND THE MEZZANINE
          (TIGER MAN, ZARKOV)
                         
          Even in here there is a terrible glare from the slot-window,
          ZARKOV turns his face away suddenly, infinitely sad.
                         
                          ZARKOV
           I can't watch any more. To think of
           all our history ended this way --
           the incredible ascent from primordial
           slime to Albert Einstein and Dale
           Arden and --
                         
                          TIGER MAN
                          (AT WINDOW)
           Look!
                         
          INT. CAVERN - POV SHOT
                         
          VULTAN and THREE HAWKMEN are swooping down from some gallery
          above. VULTAN and TWO pounce on CONTROLLERS, while the THIRD
          HAWKMAN flies down to open a door on the lower level.
                         
          INT. CRAWLSPACE
                         
          ZARKOV and BARIN and TIGER MAN
                         
          Scramble for the low exit behind them.
           80.
                         
          INT. MING'S GREAT HALL
          (DALE, FLASH'S VOICE, HIGH PRIEST, MING)
                         
          Earth turns slowly in mid-air, its seas and continents veiled
          by clouds of hideous smoke which seethe with flashes of
          interior red lightning.
                         
          Then FACES come INTO FOCUS below and behind it, and we realise
          we are in MING' S GREAT HALL, where EARTH is a holographic
          image in a transparent box above the altar-throne.
                         
                         FEATURE DALE
                         
          Standing beside MING at the altar with KLYTUS, looking up
          despairingly at her beloved planet while the HIGH PRIEST
                         INTONES:
                         
                          HIGH PRIEST
           Do you take her, this Earthling,
           Dale Arden, to be your Empress of
           the hour? Do you solemnly promise
           to use her as you will -- not discard
           her until such time as you grow weary
           of her?
                         
                          MING
           I do.
                         
                          HIGH PRIEST
           The wedding ring, please --
                         
          KLYTUS produces a golden ring, hands it to MING.
                         
          MING takes DALE'S left hand, forces it up into position,
          holds the ring poised to slip it on. MING'S face has never
          been more merciless.
                         
           HIGH PRIEST (CONT'D)
           Recite after me -- with this ring I
           thee wed --
                         
                          FLASH'S VOICE
           With this ring, I thee wed!
                         
          An INVISIBLE HAND snatches the ring from MING'S grip like
          lightning and james it onto DALE'S finger.
                         
                          DALE
           Flash!!!
                         
                          FLASH'S VOICE
           Run!!!
                         
                         HIGH ANGLE
           81.
                         
          Pandemonium. DALE runs like hell, but is tripped by her train
          and goes down as MING leaps up onto his throne platform.
                         
                          MING
           Seal this hall! Close every portal!
                         
          ANGLE - A PORTAL
                         
          Swinging shut, BARIN squeezing in through it at the last
          instant, sword in hand. KLYTUS rushes at him with a sword of
          his own.
                         
                         MING
                         
          Looks around wildly, whipping out the sword sheathed at his
          belt. Its blade is like crystal fire. He reacts sharply,
          catches his breath.
                         
          WHAT MING SEES - ANOTHER SWORD
          (FLASH'S VOICE, MING)
                         
          exactly like his, a blade of fire, apparently hanging in the
          air and pointed right at him.
                         
                          MING
           Where did you get that sword?
                         
                          FLASH'S VOICE
           From the crystal block.
                         
                          MING
           Impossible! It could only be pulled
           by my rightful heir!
                         
                          FLASH'S VOICE
           How about that?
                         
          The sword slowly advances.
                         
                         FEATURE MING
                         
          His face contorted, he flies at INVISIBLE FLASH behind the
          sword. FLASH parries the blow. Astonishing pyrotechnics as
          the blades hit each other. Shrieking MONGONS flee under
          showers of fire.
                         
          INT. PLASMA CAVERN
                         (ZARKOV)
                         
          HAWKMEN and LIZARD MEN SLAVES engage MING'S PEOPLE.
                         
          Aided by VULTAN and TIGER MAN, ZARKOV battles his way up to
          the Mezzanine Control area. He shouts down wildly:
           82.
                         
                          ZARKOV
           Attach the electrodes to the shovels!
           Pitch them into the plasma!
                         
          INT. GREAT HALL
          (BARIN, DALE, KLYTUS)
                         
          MING and FLASH
                         
          Duel dazzlingly around the enormous throne. Suddenly FLASH
          starts to lose his invisibility. A pair of eyes appears,
          the tip of a nose, parts of limbs.
                         
                         CU DALE
                         
          Pinned by AMAZONS, reacting to that.
                         
                          DALE
           Flash -- look out -- you're coming
           back! He can see you now, Flash!
                         
          FLASH and MING
                         
          FLASH pauses to look at himself, almost gets his head lopped
          off by a fiery slash from MING, recovers to bound up higher
          on the vast throne statue wheron they battle.
                         
          PULL UP. In the f.g. the image of EARTH slowly turns and
          glows redder with the lightning inside the clouds.
                         
          BARIN and KLYTUS
                         
          Duel in another area of e Hall. A thrust by BARIN catches
          KLYTUS on the forehead. KLYTUS springs back, blood gushing
          down over his eyes.
                         
                          KLYTUS
           I foresaw at blow --
                         
                          BARIN
           You're blinded, Klytus -- drop your
           sword!
                         
          KLYTUS laughs, reaches up and throws off his helmet, WHIRLS
          in a lightning way to reveal
                         
                         ANOTHER FACE
                         
          Shadowed, hideous, marked with all the evil in the universe.
          It's mouth emits a raging SCREAM.
                         
                         BARIN
                         
          Lunges with horror, slashes with his sword point.
           83.
                         
                         KLYTUS'S CHEEK
                         
          Is slashed but grotesquely does not bleed.
                         
          BARIN and KLYTUS
                         
          Fly at each other again, trade blows, then each catches a
          wrist of the other with his free hand. KLYTUS laughs
          horribly.
                         
                          KLYTUS
           You fight me in vain, Barin I do not
           foresee my death at your hands --
                         
          KLYTUS twists away, knocks BARIN'S sword out of his grasp,
          drives BARIN back against the wall. KLYTUS lifts his own
          sword, puts it at BARIN'S throat for the final thrust.
                         
                         KLYTUS'S FACE
                         
          Suddenly changes horribly. PULL BACK. AURA is behind him,
          her hand on the hilt of BARIN'S sword, which she has driven
          into KLYTUS' back. Soundless, dead, KLYTUS falls to the floor.
                         
          AURA and BARIN
                         
          Move together, embrace. BARIN touches her face. Gently, AURA
          strokes BARIN'S cheek in hirst human-like, loving touch.
                         
          FLASH and MING
                         
          Have duelled their way right up onto the shoulder of the
          great statue now, fight against a vast replica of MING'S
          EAR.
                         
          INT. PLASMA CAVERN
                         (ZARKOV)
                         
          Needle trembles on the verge of red.
                         
          ANGLE DOWN to ZARKOV at console, protected against the final
          GUARDS' onslaught by VULTAN and TIGER MAN as he works
          feverishly with a screwdriver on a wiring panel pulled out
          from the innards He straightens up, takes a deep breath.
                         
                          ZARKOV
           Cross your fingers, boys!
                         
          ZARKOV hits a switch.
                         
          INT. GREAT HALL
          (ALL THE MONGONS, DALE, DALE'S VOICE)
                         
                         CU DALE
           84.
                         
          Reacting to something, pointing upward:
                         
                          DALE
           Look -- Earth!
                         
          EARTH - THE IMAGE IN THE AIR
                         
                          DALE'S VOICE
           Oh it's so beautiful!
                         
                         FEATURE MING
                         
          As he swivels his head for a quick look. He freezes, gives
          a CRY of unmitigated rage. FLASH seizes the instant, thrust
          his sword.
                         
          The blade goes into MING up to the hilt. FLASH pulls it
          out.
                         
          There isn't a drop of blood. MING just stands there , smoking,
          in spectacular fashion into the atoms of which he was
          constituted. MING is just GONE.
                         
          HIGH SHOT - THE GREAT HALL
                         
          EVERYONE looks upwards at FLASH, standing with his sword
          atop the statue. There is a clatter as AMAZONS cast away
          their spears. A cry goes up as if from one throat!
                         
           ALL THE MONGONS
           Hail, Flash Gordon!
                         
          EXT. SKY OVER MINGO
                         
          Vista of stunning beauty as HAWKMEN soar and loop in wondrous
          victory rolls, leaving behind RAINBOW CONTRAILS.
                         
          EXT. PALACE BATTLEMENTS
          (DALE, FLASH, ZARKOV)
                         
          It is a scene of peace now. HAWKMEN and SOLDIERS join in
          tending their wounded. Formerly fierce AMAZONS act as gentle
          nurses. MOVE OVER this to find FLASH, DALE and ZARKOV standing
          together, looking up at the terrific sky-shadow, FLASH with
          an arm around DALE'S shoulder. He glances at her tenderly,
          is surprised to see tears on her cheeks.
                         
                          FLASH
           What's the matter, darling?
                         
                          DALE
           We saved Earth but we lost the capsule --
           we'll never get home again.
           85.
                         
                          ZARKOV (SIMPLY)
           You are home.
                         
                          FLASH
           Zarkov is right.
                         
                          ZARKOV
           Shouldn't you fellows be leaving on
           your honeymoon?
                         
          DALE laughs, turns her face up to FLASH. He kisses her. As
          they head into the Palace, ZARKOV gazes upward again.
                         
          EXT. SKY
                         
          HAWKMEN swoop and soar, weaving RAINBOWS, as END CREDITS
          ROLL.
                         
                         THE END
                         
                         EDITOR'S NOTE:

          What you have just read is a reproduction of the "1st Draft"
          for the feature film "Flash Gordon". The original source
          material came from a badly deteriorated copy of the original
          script and in some instances dialogue which could not be
          read was guessed upon by best case understanding.
                         
          We have made every attempt to include the integrity of the
          original script, "as-is", to include all original
          descriptions, grammar and spelling. Errors as well.
                         
          We hope you've enjoyed this original look at "FLASH GORDON"!
                          


Flash Gordon



Writers :   Lorenzo Semple Jr.
Genres :   Action  Adventure  Fantasy


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