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ALL SCRIPTS




                                   MEN IN BLACK 3 


                                     Written by

                           Etan Cohen & Lowell Cunningham





          CLOSE ON A PAIR OF MIRROR AVIATOR SUNGLASSES

          Standard issue throughout the south to abusive, racist prison
          guards.

          Widen to reveal that, indeed, these glasses are on the
          sneering face of just such a man.
          We follow the guard

          DOWN A DINGY PRISON HALLWAY

          Paint peeling off the rusty bars. Somewhere, someone is
          playing harmonica. Prisoners yell complaints as he passes.
          He meets them all with--

                         GUARD
          Shut up, convict! Get yer hands
          off the bars!

          The guard passes through several levels of security doors,
          deeper and deeper into the more secure bowels of the prison --
          home of the scum of the scum.
          Meanwhile...

          PRISON VISITING ROOM

          The lazy-ass guards in charge of screening visitors read
          magazines, watch TV. Footsteps -- someone's here. Which
          pisses them off, because that means they actually have to do
          their jobs.

          The unseen visitor buzzes for help. They take their time
          getting off their asses. When they finally look up, their
          gaze becomes a leer. Follow it to:
          DEVIL GIRL, the visitor. Too tall, too muscled, but hot if
          you're into that kind of thing -- an R. Crumb drawing come to
          life.

          She holds a CAKE -- the cutest, perfectly-frosted pink cake
          right off the cover of the Betty Crocker cookbook.

                         GUARD 2
          Lookie here. Yaz's visitor. I
          guess even a turd gets flies to
          land on it.

                         GUARD 3
          Me, I like a big girl.

                         

                         

                         

                         

          2.
          They smirk, hoping for a reaction. Devil girl emits a low,
          sinister growl like an angry Doberman... The guards look at
          each other and GET DOWN TO BUSINESS:

                         GUARD 2
          I.D., visitation papers.

          BACK DOWN THE HALLWAY WITH THE GUARD
          He reaches the end of the hallway. The biggest, most
          absurdly-reinforced double security door. He punches in a
          code.
          The giant door retracts -- its immense weight has it
          squeaking and groaning the whole way. Whoever's behind this
          thing must've done something REAL bad.

          WITH DEVIL GIRL
          Going through the metal detectors, waved over with security
          wands. The guards are being thorough. Maybe more thorough
          than they need to be. They check everything -- even the
          cake. The digital readout tells them NO METAL DETECTED.

                         GUARD 3
          She's clean. Well, not CLEAN, but
          you know.
          They laugh, buzz her through.

          WITH THE GUARD
          The giant door finally opens, he continues to the end of the
          hallway. Stops in front of a cell. Yells in:

                         GUARD
          Hey, Yaz! You got a visitor.
          Let's go, pretty boy.

                         VISITING ROOM
          Spare. Just a table and chairs in the middle -- poured
          concrete. Nothing a convict could, say, smash into the face
          of a guard.
          The perimeter of the room is lined with armed guards -- looks
          like they're not taking chances.

                         

                         

                         

                         

          3.
          At the lone table -- Devil Girl waits with her cake. She
          hears the door open -- her face lights up as IN STEPS HER

                         BELOVED --
          YAZ, an evil hippie/biker badass right out of Easy Rider. A
          huge mane of hair, a big handlebar moustache that frames a
          grubby unshaven face...
          Everything about him seems strangely independently alive --
          every strand of hair, every fringe on his dirty jacket -- the
          way Elvis was in his prime.
          He wears a distinctive SKULL PINKIE RING. A smirk plays on
          his mouth that says -- I'm smarter than you, asshole.
          The guards escort Yaz, who can barely walk in his CHAINS and
          MANACLES. They dump him into one of the chairs. Devil Girl
          jumps up, they lock in a kiss -- it goes on too long.
          A guard pokes them with his billy club --

                         GUARD 2
          This ain't a conjugal visit.
          quit yer conjugating.

                         YAZ
          When's the last time you conjugated
          anything?

                         DEVIL GIRL
          I brought you a cake.

                         YAZ
          Thanks, darling.

                         (TO GUARDS)
          Hey could you cut this up for us?
          It's our anniversary. I'm romantic
          like that.
          A guard picks up the cake. Smirks and takes a dirty three-
          fingered scoop of frosting.

                         GUARD 2

                         (MOUTH FULL)
          Not great. She must.be good at
          somethin' else.
          They all LAUGH. He goes back for another scoop.

                         YAZ
          I wouldn't do that.

                         GUARD 2
          Why's that, convict?

                         

                         

                         

                         

          4.

                         GUARD POV:
          Where he scraped away the frosting, REVEAL A HORRIBLE ALIEN

                         MOUTH

                         GUARD 2 (CONT'D)

                         WHAT TH--
          But in a flash, the mouth SPRINGS OUT -- IT BELONGS TO A
          VORACIOUS ALIEN -- another springs out behind it -- they
          consume the guard's entire face.

                         YAZ
          That's why.
          The aliens jump into Yaz's hands like a matching pair of
          grotesque ORGANIC SIDEARMS -- as vicious and bloodthirsty as
          their master, snarling and hungry for blood.
          The guards draw their weapons, but YAZ IS FASTER.-- he
          launches his aliens, taking them all out.
          Yaz "holsters" the aliens and...

          THE PRISON BREAK IS ON!!
          One guard, badly wounded, crawls to SOUND THE ALARM
          In the reflection of a pair of blood-spattered aviator
          glasses -- Devil Girl puts the guard down with his own
          weapon.
          She uses one of the cake-aliens like a saw to get Yaz out of
          his chains.

                         YAZ
          There's nothing sexier than a girl
          killing for me.

          She runs a hand over his bicep.

                         DEVIL GIRL
          You got so strong in prison.

          Yaz notices the almost-dead guard:

                         YAZ
          I'm not just a man of brute force,
          you know. I prefer to be known for
          my rapier wit--
          His tongue SHOOTS OUT OF HIS MOUTH -- like a rapier --
          impaling the guard--

                         

                         

                         

                         

          5.

                         YAZ (CONT'D)
          --and tongue.
          The tongue retracts -- he and Devil Girl KISS.
          They collect weapons off the guards and use the aliens to saw
          open the door.

          YAZ AND DEVIL GIRL ESCAPE
          Prisoners go nuts, guards scramble -- smoke, screaming,
          chaos.
          Yaz and Devil Girl, armed with weapons they took off the dead
          guards, BLAST THEIR WAY OUT.
          He's a sociopathic badass... and she's no slouch either.
           Along the way, Yaz shoots the door off the armory and grabs
          an armload of weapons -- Shotguns, pistols, and a Rocket-
          Propelled grenade (RPG).
          He uses and discards them as he goes.
          They head for the front gate and FREEDOM...
          But..
          They turn the corner and find 50 GUARDS in FULL RIOT GEAR --
          Plexiglass shields, helmets, shotguns -- all aimed at Yaz.
          All Yaz has left is his RPG.

          GUARD ON MEGAPHONE
          Give it up, Yaz! There's no way
          out!
          A beat of stand-off -- Yaz and Devil girl facing off against
          the 50 Guards... No one blinking...
          Prisoners. watching... what's gonna go down?

                         GUARD
          You can't win. You've only got one
          shot in there!
          Yaz lets the tension linger -- he seems to enjoy it. The
          guards SWELTER in their heavy riot gear.

                         YAZ
          You look hot. Mind if I open a
          window?

                         

                         

                         

                         

          6.
          The guards share a look - huh?? Yaz grins, turns his RPG
          towards the wall behind the guards. The guards' faces go

          WIDE WITH TERROR.

                         GUARD
          Hey! Whoa! What are you doing?
          Don't do that!

          SLAM!
          Yaz blasts a hole in the wall -- the guards are IMMEDIATELY
          SUCKED OUT like from a hole blown in an airplane.
          What the...?
          Yaz steps through the hole.

                         ON YAZ
          As he and Devil girl step through the hole, take a deep,
          satisfied breath of FREEDOM.
          Reveal we are on...

          THE SURFACE OF THE MOON
          The signage on the prison reads INTERGALACTIC DEPARTMENT OF

          CORRECTIONS, LUNAR DIVISION
          Yaz looks up at the BLUE MARBLE OF EARTH, smiles.
          As Yaz fixes his gaze on our planet, his hair, his fringes
          INDEPENDENTLY ARTICULATE YAZ'S MALEVOLENT EMOTIONS... they
          also seem drawn here. Like bees, they express a collective
          intelligence.

                         YAZ
          I'm coming for you...
          Following Yaz's gaze to the Earth, we launch into...

                         CREDITS
          MiB credits fly us through the Galaxy.
          Ending on a PARTICULARLY INHOSPITABLE LOOKING PLANET
          As it revolves, we observe its strange craters and surface,
          where steaming fissures belch geysers of noxious gases...

                         

                         

                         

                         

                         7

          KAY'S VOICE (V.0.)
          When you really think about it, the
          universe is a pretty awful place.
          Full of danger, brutality, and ten
          million kinds of scum. So the
          trick is to find one or two things
          that make life in this cesspool
          worth living.
          And reveal we are actually looking at...

                         PEKING DUCK
          Rotating on a spit.
          JAY and KAY watch this awful duck rotate.

                         JAY
          That? That nasty, greasy thing
          makes your life worth living?
          There's people eating here, younger
          than that duck.

                         KAY
          I was talking about the noodles.
          Best noodles in town.
          And we are in

          INT. CHINESE RESTAURANT - CHINATOWN, NYC - NIGHT

          Tanks everywhere filled with strange fish. An eclectic NY
          crowd eats -- Wall Street guys, hipsters, a Chinese family or
          two, a couple of NYU professor types who love the
          "authenticity" of this place.
          KAY flashes a badge to the OWNER, Chinese.

                         KAY
          Good evening, Mr. Wu.

          MR. WU
          (heavily accented, barely

                         INTELLIGIBLE)
          Kay, Jay... So happy see you... Mr.
          Wu get you regular table...

                         KAY
          Not so fast, Wu. We'd like to take
          a look in the tanks.

                         

                         

                         

                         

                         8

          MR. WU
          Yes, you see, very fresh.

                         JAY
          The tanks in the back, Wu.

          MR. WU
          Oh... so sorry... please no
          English, you come back later...

                         JAY
          Hey, save the chop socky bullshit
          for the locals, Wu. We need to see
          the kitchen.

          MR. WU

                         (PERFECT ENGLISH)
          Why are you busting my balls, Jay?

          KAY (O.S.)
          Jay, take a look at this.
          Wu protests, Jay blows by him.

                         THE KITCHEN

                         KAY
          So this is what you're passing off
          as tuna?
          Reveal a giant tank holding a HUGE ALIEN FISH.

                         JAY
          Wow, I didn't think there was
          anything uglier than a catfish.
          Jay taps on the glass -- the fish SNARLS, making Jay JUMP.

                         KAY
          Ugly AND a clear violation of
          Health ordinance 32, selling

                         UNLICENSED EXTRATERRESTRIAL
          foodstuffs.

          MR. WU
          That's an earth fish. Very
          traditional from China. You arrest
          me, that's hate crime.
          They turn their stares on him.

                         

                         

                         

                         

          9.

                         KAY
          I guess it would be.
          (grabbing Wu's apron)
          If you were Chinese!
          Reveal -- from the waist down, Wu has the BODY OF A SLUG.

          MR. WU
          C'mon, I got larvae to feed. And
          earth fish is so expensive. This
          is the only way I could stay
          afloat.

                         JAY
          Look, Wu. You can serve it to
          your... out of town guests, but
          locals get earth fish. REAL earth
          fish. The kind that doesn't jump
          out of their stomach and get
          everyone asking a lot of annoying
          questions. Like, "Why is my lunch
          eating Daddy?" You got it?
          (back to the fish)
          DAMN, that's ugly.

          MR. WU
          Yeah, yeah, thanks guys.

                         KAY
          Aren't you forgetting something?

          INT. CHINESE RESTAURANT - CONTINUOUS

          Wu walks them to a table, seats them.

          MR. WU
          (for benefit of customers)
          Allow me most honorable benefit of
          get you noodles.

                         (FOR GUYS)
          Be right back, guys.
          Wu walks off. Jay CLOCKS the other diners.

                         JAY
          Something about this strike you as
          weird?

                         KAY
          Yeah, look -- clean fork.

                         

                         

                         

                         

          10.

                         JAY
          Look at table two over there. They
          haven't ordered a thing. When's
          the last time Wu let someone sit at
          a table without ordering? And
          table five over there just drank
          his third cup of duck sauce.
          Now Kay's radar is up --

                         KAY
          Come to think of it... Why is Wu
          getting our noodles... outside?

                         JAY
          Because it's about to go down.
          Wu, at the door, closes the blinds. He catches them looking.

          MR. WU
          Sorry, guys.
          Wu leaves, quickly pulling the door behind, him. The guys
          reach for their weapons.
          And IT GOES DOWN --
          It's a SET-UP, and everyone in the restaurant is in on it --
          The hipsters, the families, the wall street guys -- all draw
          various forms of ALIEN WEAPONS and ATTACK
          It's like a close-quarters Mafia hit -- everyone pumping
          truckloads of ordnance at each other. Close hand-to-hand
          combat. Someone wants Jay and Kay dead and they're not
          taking any chances.
          Right ahead of the onslaught, JAY GIVES KAY A HAND SIGNAL --
          He nods, and they dive in opposite directions, SAVING

          THEMSELVES FROM GETTING HIT.
          But not for long...
          An explosive lands between them --
          Kay gets BLOWN OUT THE FRONT WINDOW, rolls to a stop in the
          middle of the

                         DESERTED STREET
          Silhouetted at the top of the block -- a biker on a
          motorcycle. As he pulls into the light -- YAZI

                         

                         

                         

                         

          11.
          Kay's eyes go wide with recognition.
          Yaz grins a murderous grin...

                         YAZ
          Some things are worth waiting for.

                         KAY
          Then come get it, you worthless

                         PIECE OF--
          Yaz guns the engine and BEARS DOWN ON KAY.

          INSIDE WITH JAY
          Getting the worst of it.
          A messy battle THROUGH THE KITCHEN.
          The Giant fish's tank gets shot -- the FISH IS FREE! And he
          goes RIGHT AFTER JAY!

                         JAY
          You probably took that whole
          catfish thing the wrong way --
          The fish SNARLS AFTER HIM -- lunges and BITES!

                         JAY (CONT'D)
          I was jealous, you know? Because
          you're so pretty!
          Jay BATTLES THE FISH-- throwing pots and pans in its mouth,
          squirting hot sauce -- working like a lion tamer to keep it

                         AT BAY--

                         JAY (CONT'D)
          Kay! KAY!!! Little help! Little
          help!

          OUTSIDE WITH KAY
          Yaz getting closer. He pulls out a CANNON of a gun, fires
          into the air.

                         YAZ
          This time you don't have your
          friends to tell you what happens
          next.

                         KAY
          Oh, I know what happens next.

                         

                         

                         

                         

          12.
          Kay draws his EQUALLY BADASS-LOOKING WEAPON --

                         KAY (CONT'D)
          I've been waiting forty years for
          another shot at you, scum.
          Kay takes aim and... CLICK! Empty.

          GUN (V.0.)
          Your weapon is empty! Please
          recharge!

                         KAY
          Damn!

          GUN (V.0.)
          Sorry you're having trouble! If
          you survive this encounter, please
          call customer service at--
          Kay throws the gun at Yaz.
          Yaz laughs. Gets Kay in his sights.

                         YAZ
          All I wanted was justice, Kay.
          Justice for my brothers. But you
          had to meddle, didn't you?

                         KAY
          They deserved what they got.

                         YAZ
          Why don't you say that to their
          faces when you see them...
          Puts the barrel in Kay's face and BOOM!!!
          Yaz goes up in a GIANT EXPLOSION!!
          Reveal Jay, just fired the shot.
           Jay looks like total hell, beaten up, covered with 8 kinds of
          slime and alien guts.
          He stumbles over to Kay, who in contrast looks perfectly
          pressed.

                         JAY
          So I was thinking about making a
          chart for each time I save your
          ass. And when I do it ten times,
          you buy me lunch.

                         

                         

                         

                         

          13.
          Kay lets out a long, weary sigh.

                         KAY
          Will you settle for a drink?

          INT. DESTROYED CHINESE RESTAURANT

          Kay reaches behind the counter for a couple of beers. Jay is
          on his phone.

                         JAY

                         (INTO PHONE)
          We're gonna need a cleanup on the
          corner of Canal and Mott. And
          bring a net. Biggest one you've
          got.
          Follow Jay's gaze -- the giant fish flops its way down Canal.
          Jay and Kay back in their booth, Jay grabs a couple noodles
          off another table and starts eating.
          Through the scene, various MiB clean-up crew people work the
          crime scene.

                         JAY (CONT'D)

                         (MOUTH FULL)
          Why aren't you eating?

                         (GETS NOTHING)
          So what the hell was that guy?
          Kay's quiet. Ominously quiet. Weighing his words:

                         KAY
          Yaz. Put him away a long time ago.
          Biggest mistake I ever made.

                         JAY
          Why? Was he the wrong guy?

                         KAY
          No. Should've killed him.

                         JAY
          Yeah, well, don't worry, I think I
          took care of him.

                         KAY
          That was too easy.

                         JAY
          I make it look easy. That's the
          problem with being my partner.

                         (MORE)

                         

                         

                         

                         

          14.

                         JAY (CONTD)
          You get used to my game. It's what
          Dr. Phil would call taking for
          granted.

                         KAY
          You don't get it, hoss. This guy
          is different. Worse than anyone.
          He tried to blow up the Earth but I
          stopped him. He developed a
          dislike for me and for certain
          behaviors of mine, such as being
          alive.

                         JAY
          C'mon, you know better {than anyone.
          What does an MiB agent call it when
          12 alien species try to kill him?
          Tuesday.
          Jay laughs at his own joke. Kay just stares.

                         KAY
          Maybe.
          (calling off to cleanup

                         GUYS)
          Make sure you get all of him, I
          mean it! He's an assembler!

                         CLEANUP GUY
          Yes, sir, Agent Kay.

                         JAY
          Seriously, man, those noodles'll
          kill you before he does. I got
          your back.

                         KAY
          I know you do.
          Stares at his noodles a while, like there's answers in there:

                         KAY (CONT'D)
          I used to play a game with my
          daddy. What would you want for
          your last meal. Could do worse
          than this.

                         JAY
          Oh, yeah? I used to play a game
          with my dad, too. Called catch.
          I'd throw the ball, and then it'd
          hit the house `cause he WASN'T

          THERE.

                         

                         

                         

                         

          15.

                         KAY
          Do me a favor, don't badmouth your
          old man.

                         JAY
          Hard to badmouth someone you don't
          know.

                         (CHECKS HIMSELF)
          Alright, forget it. The past is
          the past. And right now we have
          something much more important to
          talk about. Bowling Night.

                         KAY
          I'm tired.

                         JAY
          Tired? What -- you afraid I'm
          gonna take that MVP trophy away
          from you?

                         KAY
          Petrified. See you later.
          Kay takes a few tired steps and turns back --

                         KAY (CONT'D)
          And slick? Watch yourself. A guy
          like Yaz can come after you when
          you least expect it. Anywhere,
          anytime.
          Jay watches Kay walk away. Looks like he's carrying a heavy
          load. Turns his attention to the clean up crew:

                         KAY (CONT'D)
          What part of clean up everything
          don't you understand? There's a
          spleen on that car!

                         CLEANUP GUY
          On it, sir.

                         DARK ALLEY
          A glow of a cigarette illuminates the face of... Devil Girl!
          She reaches down. We see -- a finger with the distinctive
          Skull, inching its way along the road.

                         DEVIL GIRL
          You okay, baby? Momma's got you.
          now.

                         

                         

                         

                         

          16.

          MIB HQ - LATER THAT NIGHT
          Jay at his desk -- papers and folders everywhere -- SEARCHING

          FOR SOMETHING.
          We see what he's looking through -- KAY'S OLD CASE FILES.

                         JAY
          Yaz... Yaz... Yaz... Where are you,
          Yaz...?
          And he FINDS IT!

                         JAY (CONT'D)
          Here we go...
          Jay opens the YAZ INCIDENT REPORT

                         INSIDE:
          - Pictures of Yaz
          - A type-written report telling us YAZ APPREHENDED BY AGENT

          KAY... JULY 16, 1969
          - Farther down on the page, a CASUALTY REPORT: ONE

          CASUALTY... HUMAN DEAD AT THE SCENE...

          ZED (O.S.)
          Ready to bring the pain?
          Reveal Zed in his ridiculous bowling outfit.

          BOWLING ALLEY - LATER THAT NIGHT
          A sign says: CLOSED FOR LEAGUE NIGHT
          We follow a couple normal-looking BOWLERS into

          INT. BOWLING ALLEY

          Safely inside, the Bowlers remove their heads -- which become
          their bowling balls.
          It's the LEAGUE CHAMPIONSHIP GAME -- ALIENS VS. MIB AGENTS
          MiB agents and aliens say hi, exchange trash-talk.
          We see shots of games in progress:
          An alien rolls a ball -- when it gets to the end of the lane,
          it sticks out arms, taking down all the pins.

                         

                         

                         

                         

          17.
          The aliens cheer, slap tentacles, clink beers and swallow
          them whole. A many-armed alien re-sets the pins.
          A giant alien with perfect dainty form approaches the foul
          line... and -- gutter ball! He gets mad and shoots the pins
          with his laser-eyes.
          We end up with JAY AND THE MIB TEAM, NOT BOWLING BECAUSE

          THEY'RE WAITING FOR KAY --
          Zed paces, wearing way too much bowling regalia.

                         ZED
          Where's Kay? We either roll or
          forfeit -- and I didn't put this on
          to forfeit!

                         JAY
          Alright, Bowling Robot, do what we
          built you for.
          Reveal an incredibly high-tech robot wearing one of those
          white trash T-shirts that reads "10 reasons why Bowling is
          better than Women."

                         ROBOT

                         (ROBOT VOICE)
          This is my time to shine.
          Robot fires a ball directly down into the floor. An awkward
          beat as we hear the ball puncture four floors. Then a car
          alarm.

                         ROBOT (CONT'D)
          There goes my perfect game.

                         (ROBOT LAUGH)
          Ha ha ha.

                         JAY
          Guess it's on me.
          Jay rolls -- perfect spin -- Jay watches, willing it towards
          the pins -- which SCRAMBLE OUT OF THE WAY! But Jay's roll is
          too good -- it spins from fleeing pin to fleeing pin -- a

          STRIKE!
          Jay and his teammates triumphant! The frame of a lifetime!
          Jay looks around --

                         JAY (CONT'D)
          Of course -- the one time Kay isn't
          here...

                         

                         

                         

                         

          18.

          MIB HQ - TUNNEL VENT ROOM
          Jay enters -- looks a little worse for wear, like somebody
          who did some celebrating last night.
          We see why -- when he hoists his GIANT, RIDICULOUS MIB

          BOWLING TROPHY.

                         JAY
          Check it out--
          The trophy raises a triumphant fist -- we realize it is in
          fact AN ALIEN.

                         TROPHY
          We're number one! In your face!
          Suck it!

                         JAY
          Look who's league MVP.

                         GUARD
          Big surprise, you win every year.
          That's weird...

                         JAY
          I... huh?

          MIB HQ - HEADQUARTERS
          Jay, in a good mood, flaunts his trophy to everyone in the
          office. The trophy continues its stream of obnoxious trash
          talk.

                         JAY
          Where are you, Kay? I think you
          want to see this. It's the bowling
          MVP trophy with MY name on it.
          Jay works his way to his desk.
          Kay's already at his own adjacent desk -- bent over his work,
          his back to Jay.

                         JAY (CONT'D)
          Maybe you want to think twice next
          time you ditch me.
          Kay, absorbed in work, doesn't answer.

                         JAY (CONT'D)
          Kay?

                         

                         

                         

                         

          19.

          KAY (O.S.)
          (back still to camera)
          Yeah?

                         JAY
          Yeah, I just wanted to show you
          this so I could say--

                         (SEEING HIM)
          Who the hell are YOU???
          Reveal -- CLINT EASTWOOD
          I'm agent Kay.

                         JAY
          You new around here?

                         " KAY"

                         (LAUGHS)
          Good one, partner.

                         JAY
          Yeah, okay, but I need the other
          Kay. You know, craggy old white
          guy... well, DIFFERENT craggy old
          white guy.
          I got you something.
          He hands over a "World's Best Partner" mug --

                         "KAY" (CONT'D)
          Have I told you today how much I
          appreciate working together?

                         JAY
          What the HELL is going on here?
          Why are you pretending to be Kay?

                         " KAY FR
          You seem upset. Let's go get some
          coffee and talk about our feelings.

                         JAY
          How about instead, you go find me
          THIS guy?
          Jay opens the YAZ file and pulls out a picture of KAY. But
          now, splashed across Kay's photo, the words:

          KILLED IN ACTION -- JULY 16, 1969

                         

                         

                         

                         

          20.
          Jay stares at the photo --- in it, we notice Kay is NOW

          WEARING A STRANGE MEDALLION

                         JAY (CONT'D)
          Killed? In 1969?
          Jay grabs the YAZ FILE -- the one he looked through last
          night -- but now everything is different.
          We see -- the incident report stating ONE CASUALTY - AGENT

          KAY, DEAD AT SCENE...
          Jay can't believe it, he keeps reading...
          Snatches of the typewritten incident report
          The casualty report

          ONE CASUALTY... AGENT KAY, DEAD AT SCENE...
          A photo of Kay WEARING A STRANGE MEDALLION.
          Jay stares, struck by this --

                         JAY (CONT'D)
          Kay's dead? How? Why?
          The Men in Black Computer/Big Board sounds the alarm!

          COMPUTER (V.0.)
          Attention. Inbound missiles
          entering solar system! Inbound
          missiles entering solar system!
          Zed enters, chuckling at the warning:

                         ZED
          Well, must be a Tuesday. Okay,
          computer [twins]. Give me a
          trajectory and an ETA on those
          puppies.

          COMPUTER (V.0.)
          Running impact simulator...
          Everyone watches as we see an animated simulation: the
          missiles smash into EARTH...

          COMPUTER (V.0.) (CONT'D)
          Catastrophic Earth impact imminent.

                         

                         

                         

                         

          21.

                         ZED
          Damn. Welp, looks like we're all
          done for. Sorry, kid, it's been a
          good ride.

          A GENERAL FREAK-OUT ENSUES
          Jay remains calm:

                         JAY
          Whoa, what's everyone freaking out
          about? We had one of these last
          week.
          "Kay" hides under a desk, weeping.

                         "KAY"
          We're all gonna die!

                         JAY
          Wait - what is everyone's problem?
          What about that pan-galactic
          missile shield thing?

                         ZED
          Sure, great idea, if we had one.

           COMPUTER (V.0.)
           Now running pan-galactic shield
          simulation.
          We see the missiles being shot down.

           COMPUTER (V.0.) (CONT'D)
          Conclusion: 6.72 billion lives
          saved. With shield...
          (shows Earth saved)
          without shield...
          (shows Earth destroyed)
          Sorry to say I told you so.

                         ZED
          I wanted to build one years ago,
          but Kay talked me out of it.

                         JAY
          Kay talked you out of it? Kay
          wouldn't do that. He's the most
          distrustful person in the galaxy.
          He personally set up that system to
          defend our planet from the scum of
          the universe.

                         

                         

                         

                         

          22.

                         " KAY€
          I thought we didn't have any
          enemies anymore. A stranger's just
          a friend you haven't met.

                         JAY
          Yeah, that's working out great.
          Look, I don't know what's frying
          everyone's brains, but I remember
          the missile shield --- Kay -- the
          real Kay -- loved that thing. He
          wouldn't shut up about it. I mean,
          that thing was all Kay.

                         (REALIZING)
          But Kay's dead. He's been dead for
          years. But I knew him yesterday.
           Jay looks at the YAZ file. Gears turning. He grabs a
          picture of Yaz --

                         JAY (CONT'D)
          Where the hell did he.get an iPhone
          in 1969?

          EXTREME CLOSE UP ON PICTURE --
          Peeking out of Yaz's jacket -- an iPhone.
          Something clicks --

                         JAY (CONT'D)

                         (REMEMBERING)
          Kay said Yaz can get you anywhere,
          anytime. Any TIME. So Yaz killed
          Kay in 1969 and now there's no
          missile shield.
          Jay realizes something and RUNS OFF

                         OKAY"
          I love you, Jay!

                         JAY
          You're definitely not Kay!

          JAY RUNS THROUGH MIB
          He runs by people dealing with the world coming to an end:

          COMPUTER (V.0.)
          Nine minutes to impact. I always
          loved you, microwave...

                         

                         

                         

                         

          23.
          On the microwave -- it beeps plaintively.
          Jay runs off with purpose...

          STREETS OF NYC
          July in the city. A perfect summer day. Kids eat ice cream.
          Old ladies head to matinees. The streets of New York team
          with humanity, blissfully unaware that they are about to die.
          In other words, a Tuesday.
          Jay runs through Time Square, where guys sell stuff on
          blankets.
          Desperately looking for someone...
          Among the sellers, a suspicious-looking guy wearing a strange
          mixture of anachronistic clothing -- tri-cornered hat.
          As soon as he sees Jay, his eyes go wide and HE FLEES.
          Jay grabs something off the blanket and smacks him -- lays
          him out.

                         JAY
          Where you going in such a hurry,
          Obadiah? The past?

                         OBADIAH
          What are you talking about?
          He throws his arms up, revealing a pocket watch and a
          telescope.

                         JAY
          I know you've been time-travelling.

                         OBADIAH
          No way, man. I've just been here,
          totally legit, here in New
          Amsterdam. I mean -- Manahatta ... n
          I'm legit.

                         JAY
          Yeah? What's this?
          Reveal the thing he just hit him with -- a ship's bell with
          S.S. TITANIC on it.

                         OBADIAH
          I swear, I'm out of that. That's
          my grandmother's.

                         

                         

                         

                         

          24.

                         JAY
          What else you got here?

                         OBADIAH
          Nothing, nothing man.

                         JAY
          Oh, yeah?
          Off a Dodo in a cage.

                         JAY (CONT'D)
          Is that a dodo bird?

                         OBADIAH
          Family pet.

                         JAY
          I think he'd be happier free.
          Jay frees the bird -- it runs, squawking...

                         OBADIAH
          Oh, come on, man!

                         JAY
          Interesting.
          Jay picks up Spider-Man 8 off the blanket. Featuring
          chubby, bald 50-year-old Tobey Maguire.

                         OBADIAH
          That's pirated, man. That ain't
          nothing.
          Jay rips open his jacket --

                         JAY
          And this?
          Reveal a copy of the Declaration of Independence..

                         OBADIAH
          Okay, okay, maybe I've been time
          travelling a little -- just for
          personal use, man, just enough to

                         GET BY--

                         JAY
          Listen -- I'll look the other way
          if you tell me who's selling time
          travel these days. I just want
          your supplier.

                         

                         

                         

                         

          25.

                         OBADIAH
          No way, man. You don't mess with
          that guy. He'll kill you, me, and
          then he'll go after our families!

                         JAY
          Don't worry, he won't have time.

                         OBADIAH
          What do you mean?
          Jay forces the guy to look up-- we see the missiles.

                         JAY
          Those hit the sun in 8 minutes.
          You want to live out those minutes?
          Or you want me to take you out of
          your misery?
          Jay picks up an ancient weapon -- crossbow, blunderbuss --
          off the blanket and puts it to the criminal's head.

                         OBADIAH
          Okay, okay, but don't say I didn't
          warn you, man. You just signed
          your own death warrant.

                         JAY
          I just want a name.

                         OBADIAH
          Fine, but it's the last one you'll
          ever hear.

                         CUT TO:

          CLOSE ON THE MOST NON-THREATENING FACE EVER
          Think Michael Cera at his most geeky.

                         CERA
          Hi, I'm Trevor!
          Reveal -- we are in

                         APPLE STORE
          And Trevor is an "Apple Genius"

                         TREVOR
          Do you have an appointment?

                         

                         

                         

                         

          26.

                         JAY

                         NO---

                         TREVOR

                         (CHIPPER)
          Well, if you don't have an
          appointment, you'll have to come
          back tomorrow.

                         JAY
          Yeah, well, the thing about
          tomorrow is, we'll all be busy
          being dead.

                         TREVOR
          Excuse me?

                         JAY
          Help me, or the world is gonna end.

                         TREVOR
          Everyone thinks their computer
          problem is the world coming to an
          end.

                         JAY
          Right. Take a look at this.
          Jay directs Cera's sightline to the sky--

                         TREVOR
          Ahhh! What is THAT?

                         JAY
          That, is We're all dead in... Seven

                         MINUTES UNLESS---

                         TREVOR
          Unless WHAT??

                         JAY
          You start sharing the illegal time
          travel tech you've been slinging.

                         NERD
          Excuse me, can you tell me which
          one of these batteries is better?
          The 10-hour or the 12--

                         JAY
          You only need seven minutes, get
          the cheap one.
          He grabs Trevor-

                         

                         

                         

                         

          27.

                         JAY (CONT'D)
          Where is it??

                         TREVOR
          Okay, okay, I'll show you. But
          this is incredibly powerful
          technology, so it must remain
          absolutely secret. Follow me.
          Trevor LEAVES HIS POST --- Jay follows:

                         TREVOR (CONT'D)
          Absolutely secret, do you
          understand?

                         JAY
          Yes, but we're running out of time--

          AFFLUENT WESTSIDE MOM
          Hey! Excuse me!

                         TREVOR
          With you in a second, ma'am.

          AFFLUENT WESTSIDE MOM
          It'll only take a minute. You see,
          my nanny's phone number got erased
          from my favorites and I have to ask
          her what my daughter wants for her
          birthday.
          Jay takes the phone.

                         JAY
          Oh, I see the problem.
          He CHUCKS THE PHONE across the store, where it SMASHES TO
          PIECES. She leaves in a huff.

                         TREVOR
          I've always wanted to do that.
          okay, so here's what you do...
          Trevor pulls Jay in, ready to lay this top secret information
          on him...

                         TREVOR (CONT'D)
          Okay, so go to the clock app. And
          shake it.

                         JAY
          That's it?
          Jay does it.

                         

                         

                         

                         

          28.
          On the phone -- TIME TRAVEL BETA

                         TREVOR
          Now you just type in the year you
          want to travel to...
          On the phone -- it's "augmented reality" -- the image through
          the phone is the image of the targeted time period.

                         JAY
          Okay, thanks.

                         TREVOR
          Now listen. This is highly
          crucial: Time travel is nothing to
          mess with. You can't change
          anything, you can't use new
          technology or all of space-time can
          just -- kablooey!

                         JAY

                         (OFF MISSILES)
          Yeah, well, is it ok if I change

          THAT?

                         TREVOR
          Yeah. Right. Yeah, that's cool.
          Jay is about to "enter" time travel...

                         TREVOR (CONT'D)
          Wait -- hold on a second. If you
          go -- I'm just gonna stay... and be
          dead?

                         JAY
          Don't worry, I'll fix it. You'll
          only be dead for a little while.
          Jay DISSOLVES INTO A TIME TRAVEL EFFECT...
          Cera is left alone. The missiles get EVER CLOSER...
          Trevor opens a "Voice Recorder" app:

                         TREVOR

                         (INTO PHONE)
          Trevor's last words. Dear
          posterity... Should anyone find
          this, let history remember that
          Trevor was a man of noble bearing,
          quiet dignity --

          (IMPACT!)

                         OH FUUUUUU-----

                         

                         

                         

                         

          29.
          And the world is vapor.

          EVERYTHING GOES WHITE...

                         WHITE
          Pure white.
          Jay comes to, groggy, like he has the worst hangover of all
          time, brain bigger than his skull, trying to make his eyes
          focus.
          Trying to make sense of his strange blinding white
          environment -- Is this the afterlife?
          The reverie disrupted by a TOILET FLUSH
          The white resolves into

          INT. BATHROOM

          Jay realizes he's in a men's room, sitting in a urinal. The
          music transitions: Whatever hip-hop featuring a 60s sample
          was playing in the Apple store -- now continues as the 60s
          song itself, played over a tinny portable radio.
          He hops up just as a young white office worker comes out of
          one of the stalls, washes his hands... and flips Jay a
          quarter.
          Jay stares at it a beat, confused. Misreading his confusion,
          the office worker awkwardly digs out another quarter.

                         OFFICE WORKER
          What the heck, you're doing a great
          job.
          The kid leaves.
          Jay ventures out of the bathroom and finds himself in...

          INT. HIGH 60'S OFFICE

          White guys on IBM Selectric typewriters as far as the eye can
          see -- like the office in the Apartment.
          Jay stops in his tracks, taking in the 1969-ness of it all.
          An officious guy, annoyed, runs up--

                         

                         

                         

                         

          30.

                         OFFICIOUS GUY
          You're late! Where's Mr. Watkins'
          lunch?

                         JAY

                         OH--

                         OFFICIOUS GUY
          Did his girl not put in the order?
          The officious guy glares at the "girl" -- in her 60s.

          OFFICIOUS GUY (CONT'D)
          (shoves a bill in Jay's

                         HAND)
          Run down to Woolworth's -- Two
          hamburger sandwiches, fries, egg
          cream, and a pack of luckies. If
          you're back in half an hour, you
          can keep the change.
          Jay looks at the SINGLE DOLLAR BILL.

          OFFICIOUS GUY (CONT'D)
          On the double, OK?

                         JAY
          Yeah.
          Jay's moves to the elevator, waits for it. Pockets the
          profits of the racist misunderstandings.
          Elevator opens, the elevator operator opens the door -- Jay
          climbs in with a car full of older executives.
          Jay shakes his head, just taking this all in.

                          JAY (CONT'D)
          Wow. 1969. You're all dead now.
          Just as the elevator's about to close, a leggy blonde tosses
          him a set of keys.

                         BLONDE
          The Big Man wants his caddy. Chop-
          chop.
          The doors close.

                         

                         

                         

                         

          31.

          EXT. PARKING LOT NEXT DOOR

          Jay's got the keys. He looks at the parking tag, walks down
          a row of beautiful classic cars, looking for the right car --
          stops and smiles.

          THE BIG MAN'S CADDY - JAY DRIVING
          Reveal Jay cruising in the most gorgeous 1964 Coupe deVille
          convertible. Fins, chrome, a thing of beauty.
          From the seat next to him -- a fedora. He puts it on,
          completing the look.
          In the background we notice the Leggy Blond getting yelled at
          by the guy who must be "The Big Man" Jay HONKS and waves --
          thank you!
          Jay finds some classic 60s music and enjoys himself for a
          minute -- a sweet ride through 60s New York.
          A GREAT 1969 HIT -- THE TEMPTATIONS' "Can't Get Next to You"
          comes on the radio. Jay is swept up in the music and soon is

          SINGING ALONG AT FULL BLAST.
          At a light, he pulls even with an older Brooklyn Italian
          couple. They give him a disapproving look. The woman
          clutches her pearls just a little more protectively.
          He smiles and leans towards them.

                         JAY
          Guess what? Black president!
          He laughs and drives off.
          Pulls up at...

          EXT. MIB HQ ENTRANCE/VENTILATION BUILDING

          The secret entrance to MiB HQ, familiar from the first movie.
          Jay strides up to the entrance and... can't open the door.
          Bangs on the door -- nothing. Shaking the knob, calling to
          the guard... nothing. From behind him:

          VOICE (O.S.)
          Help you? Look a little lost.

                         JAY
          Yeah, thanks, listen--

                         

                         

                         

                         

          32.
          Jay turns and is face-to-face with two grinning Staten Island
          cops. He instantly realizes what's about to go down.

                         JAY (CONT'D)

                         (SIGHS)
          Yeah, guess I knew this wasn't
          gonna be just people handing me
          money and Cadillacs.

                         COP 1
          'Scuse me?

                         JAY
          Nothing, officer. I'll be on my
          way.

                         COP 2
          That's an awful nice car.

                         JAY
          Thanks.

                         COP 1
          Kind of work you do, individual of
          your particular... ethnic
          persuasion... to buy a car like
          that?

                         COP 2
          Wouldn't be anything illegal, would
          it?

                         COP 1
          You an athlete or something?

                         JAY
          Yeah, I'm the North American
          champion of kiss my ass.
          The cop loses his smile, turns to his partner:

                         COP 1
          That sound like resisting arrest to
          you?

                         COP 2
          Sure did.
          They grab him, start to frisk him --

                         COP 2 (CONT'D)
          Well, well. Boy, you're gonna have
          a little problem explaining THIS.

                         

                         

                         

                         

          33.
          The cop holds up Jay's HIGH-TECH GUN -- the NOISY CRICKET
          and his NEURALIZER.
          A BLACK CROWN VIC SCREECHES UP between the cops and JAY.
          Out steps KAY -- but 40+ years younger.

                         KAY
          (flashes a badge)
          I'll take it from here.

                         COP
          Who the hell are you?

                         KAY
          Agent Kay, Division 2, special...
          (gives Jay a look)
          .black ops. Thank you for your
          cooperation, if I could ask you to
          look here for a moment --
          Kay pulls out what looks like a NEURALIZER -- and swiftly
          beats each one over the head -- it's just a BLACKJACK -- they
          crumple.

                         JAY
          Kay? Kay, is that you? Oh, man
          it's good to see you, buddy!
          Jay hugs Kay -- who remains stony-faced. Jay gets a little
          choked up to see his friend alive -- Kay is a rock.

                         JAY (CONT'D)
          Look at you, all... sort-of-
          young... Kay!

                         KAY
          That's got to be the first time an
          unregistered alien caught sneaking
          onto Earth was happy to see me.
          Jay pulls away, realizing--

                         JAY
          Oh! You think -- aw,that's funny.
          No, it's not like that. You see,
          I'm your partner.

                         KAY
          If I had a partner I'd know it.

                         JAY
          There's a simple explanation for
          that.

                         

                         

                         

                         

          34.

                         KAY
          I'm all ears.

                         JAY
          You see I'm your partner...
          (knows he's about to sound

                         CRAZY)
          In the future. And I came back to
          save you.
          A longdry stare.

                         KAY
          Well, thank you very much.

                         JAY -
          Hey, no problem, man. I got you--

                         KAY
          Yeah, thought I'd heard them all.
          Usually, they offer a great gift to
          the people of Earth in exchange for
          refuge. Time-travelling partner
          from the future -- that's some
          extra-credit right there, and I do
          appreciate you bringing some much-
          needed variety to what can be a
          very dull job. But I'm still gonna
          have to bring you in.

                         JAY
          Yeah, ok, I know it sounds a little-

                         KAY
          It sounds a LOT--

                         JAY
          That's why I'm going to prove it to
          you... Because if I weren't from
          the future, would I know about --
          your little top-secret headquarters
          right HERE??
          He tries to force the door open. Nothing.

                         JAY (CONT'D)
          I said -- HERE?
          (tries - nothing)

          HERE??!?
          Jay finally kicks the door open --
          And inside... we SEE...

                         

                         

                         

                         

          35.
          An abandoned building, filled with spiders, etc.

                         JAY (CONT'D)
          Right. Not here yet. But it will
          be. Gonna need to get rid of the
          raccoons and bats and stuff, but...
          it'll be real nice. Game room over
          there for your pinball, you love
          your pinball. Lotta good times
          there -- I'm going for an extra
          ball, Jay! you'd say. And I'd be
          there. With you. Partners.
          Long stare from Kay.

                         KAY
          Let's go. And word of advice -= I
          don't know what it's like on your
          planet, but around here, a guy with
          your... complexion in a car like
          that is gonna get some attention he
          doesn't want.

          EXT. NEW JERSEY STATE PARKWAY

          We hear the way-too-loud death-rattle exhaust note of what
          sounds like ten Harleys at once.
          Reveal -- Yaz, the nightmare biker, looking like Dennis
          Hopper meets Satan, riding a badass custom skull-themed rig
          that might have dropped out of the brain of Stanley Mouse.
          His skull ring gleams on his pinkie. Devil Girl sits behind
          him, hands on his shoulders.
          We ride with them a beat, tearing down the highway...
          They STOP AT A LIGHT -- even with a brightly-painted microbus
          full of hippies.
          One of the hippies leans out --

                         HIPPIE
          Hey, you guys like to party? Care
          to make a trade for the mama?
          Yaz pulls out his alien "guns." The stoned hippie smiles
          serenely and puts a flower in one of the mouths. Makes a
          peace sign.

                         HIPPIE (CONT'D)
          Make love, not war.

                         

                         

                         

                         

          36.
          Yaz "fires" the alien -- it launches into the microbus --
          followed by its brother.
          The microbus rocks, hippies scream, the bus dents from the
          inside-out. On a bumper sticker: If This Van's a-rockin',
          don't come a knockin'.
          The guns, finished, return to Yaz.
          Yaz surveys the carnage, picks up a medallion off one of the
          hippies. But looking at it more closely, frowns and throws
          it away.
          The head back on their way... Blood drips over the Ass, Gas
          or Grass bumper sticker...
          We dissolve from the blood to a deep red STRAWBERRY SUNDAE.
          Widen to reveal we are in...

          INT. HORN AND HARDART'S

          A great NYC automat...
          The kind of place you go when you like to be alone.
          Loners and weirdos populate the tables, minding their own
          business. Immigrants read foreign papers.
          Jay follows Kay as they walk by the glorious deco machines
          offering pies... pastries.., beverages...

                         JAY
          Is this your favorite place? Makes.
          sense. Zero human interaction.
          Kay ignores him.

                         JAY (CONT'D)
          So how old are you?

                         KAY
          Twenty-six.

                         JAY
          Really? Wow, you got some city
          miles on you.
          Jay laughs. Kay ignores him, stops in front of a machine
          offering "SPECIALS".
          Jay grabs a paper off a nearby table: We see headlines about
          Nixon, Vietnam, the Apollo Launch.

                         

                         

                         

                         

          37.
          Jay looks at the date: July 14, 1969.

                         JAY (CONT'D)
          The fourteenth. Then we have two
          days.
          Kay really takes his time, picking out the right sandwich.

                         JAY (CONT'D)
          Hey, look, I know your lunch is
          important, but like I said, we only
          have two days here.

                         KAY
          Here we go...
          Kay puts some money in the machine -- is about to make his
          selection. Jay reacts to it -- GROSS!
          We see -- the most unappealing ham sandwich ever. The meat
          is tinged with green and beginning to get a little fuzzy. No
          one in their right mind would buy this sandwich.

                         JAY
          No way, man. I am not letting you
          eat that. I didn't come all the
          way here to have you die before I
          can tell you--
          Kay reaches for the button. Jay slaps his hand away.
          A BEAT of undignified hand-slap-fighting--

                         JAY (CONT'D)
          No way, man. No way the world ends
          because you had to eat that thing--
          Kay SUCCEEDS IN HITTING THE BUTTON and

                         FWOOOOOOPI
          A SECRET DOOR instantly spins them around and Jay and Kay are

          INT. MIB 1969 HQ

          A cloud of smoke... It clears and reveals
          Mid-century futurism with a martini lunch office vibe. It's
          how Isaac Asimov and Ray Bradbury would have imagined the MiB
          offices.

                         

                         

                         

                         

          38.
          The cloud of smoke comes from everyone smoking. Aliens run
          around with ashtrays, cocktail shakers and cigarettes. The
          alien smokers smoke from surprising orifices.
          The !liB agents have the feel of ivy league privilege. Very
          male and very white. Women are there to be secretaries and
          eye candy.
          Two many-armed aliens stock the automat. Kay tosses one the
          sandwich, it goes right back into the automat.
          Jay recognizes the aliens -- it's the twins!

                         JAY
          Hey! [long alien name] and Bob!
           Don't worry, you guys get a big
          promotion in, like, 20 years.
          Kay takes Jay down an escalator. Quick atmospheric
          establishing shots of MiB '69:
          - A wall of Black and White TVs monitoring the aliens of the
          times: Castro... Yoko... Hendrix...
          - A cluster of agents use a joystick to manipulate a very
          high-tech camera. Reveal they're using it to watch a
          secretary's ass. She gets wise, turns -- they raise their
          martinis and she giggles at them: You're incorrigible!
          - Aliens work switchboards, work in the steno pool.
          - Someone barks at an alien to grab a couple Mooners and go
          clean something up.
          - An MiB barbershop quartet practices.

                         MIB QUARTET

                         (SINGING)
          The men in blaaaaaaack...
          Jay can't help laughing --

                         JAY
          What planet are they from?

                         KAY
          The Hamptons. Let's go somewhere
          we can talk.

                         JAY
          Finally.

                         

                         

                         

                         

          39.

          INT. HOLDING ROOM

          Typical interrogation room table in the middle.
          Kay pulls out a giant form -- it looks like 10 tax returns
          stacked together. He fits sheets of carbon between the
          pages.

                         JAY
          Oh, we're gonna do the forms now.
          Listen, Kay, I know you're gonna do
          what you're gonna do, but we're
          burning time here. When I got
          here, you had 48 hours. Now you've
          got 46.

                         KAY
          Name, planet of origin and Galactic

                         ID NUMBER--

                         JAY
          My name is Agent Jay, you gave it
          to me.

                         KAY

                         (WRITING)
          "Subject uncooperative." Purpose
          of visit?

                         JAY
          To save the Earth.
          Kay looks at the form, there's a number of options to check:
          "Create a new race... Steal Earth women... Offer life of
          eternal youth... vacation... Save the Earth." He checks the
          box.

                         KAY
          Save the Earth... Congratulations,
          you're the third one today... Maybe
          you'll get a balloon.

                         JAY
          Fine, don't believe me. But just
          listen to what I have to say,
          because it's going to save your
          life and the life of everyone in
          this galaxy.
          It hangs in the air...

                         KAY
          Are you currently pregnant or
          preparing to spawn?

                         

                         

                         

                         

          40.

                         JAY
          There's a killer out there. Goes
          by "Yaz." He's coming for you.
          You told me your one regret was not
          killing him when you had the
          chance.

                         KAY
          Never heard of any Yaz.

                         JAY
          You will. Here's what to look for.
          Long hair, leather, looks kind of
          like a biker. You'll know him from
          the skull ring on his pinky. He's
          trying to blow up the Earth and you
          get in his way somehow so he kills
          you. This Friday. In Florida.
          So, if you want to live -- do not
          go to Florida.

                         KAY
          Florida? I hate Florida. I hate
          everything South of Virginia. If
          that's what you came to tell me,
          you're wasting your time.

                         JAY
          Man, you're as stubborn as you
          always were. I mean -- always will
          be. Look, It's not just about you.
          Because he kills you, you don't
          live long enough to build the
          defense shield. And without a
          defense shield, the Earth gets
          destroyed. You get it? He kills
          you, the Earth gets destroyed. I
          have to save you from him so we can
          save the planet.
          Kay stops writing.

                         KAY
          Huh. Well. This is finally
          starting to make sense.
          Jay looks hopeful.

                         KAY (CONT'D)
          Because you're crazy. Paranoia.
          Delusions of self-importance--

          A BOOMING VOICE INTERRUPTS --

                         

                         

                         

                         

          41.

                         BOOMING VOICE
          Agent Kay!
          Door BANGS OPEN -- in walks THE BOSS MAN... and it sure
          isn't ZED.
          AGENT EX, flanked by junior agent underlings. EX is a well-
          tanned WASPy jackass with a room-temperature IQ who probably
          got this job from his daddy's country club connections. He's
          good at tennis and not thrilled about this whole "civil
          rights" fad.
          Kay stands.

                         KAY
          Hey, chief.

                         EX
          Heard you got a mooner in here.
          Don't take all day. We're not here
          to babysit them, just figure out
          where he's from and send him back.

                         KAY
          Actually, still trying to sort it
          out. He says he's human.

                         EX
          Fortunately, we have the technology
          here to test for that.
          Ex steps up close to Jay. Looks him over. Then SWIFTLY

          PUNCHES HIM IN THE STOMACH.

                         EX (CONT'D)
          Gag reflex. Coughing. Eyes
          watering. Human. Code 43 him.

                         KAY
          Got it, chief.

                         THROUGH MIB
          Kay walks Jay.

                         JAY
          So what's code 43?
          They pass through a set of double doors. Tilt up to reveal:

                         ROOM 43

                         

                         

                         

                         

          42.

          ON JAY AND KAY
          Jay reacts to whatever he's looking at.

                         JAY

                         WHAT THE--

                         KAY
          This little baby here is called a
          Neuralizer.
          REVEAL -- The 1969 Neuralizer fills an entire room. And we

                         ARE

          INT. ROOM 43 -- NEURALIZER ROOM

          It's manned by 60s labcoat technicians with sliderules and
          punchcards.
          The Neuralizer itself is a piece of 60s-tech-glory --
          magnets, tubes, things that look like they belong in Dr.
          Frankenstein's lab.

                         JAY
          Whoa, whoa, what? You're gonna
          neuralize ME? You can't neuralize
          me. Haven't you been listening?
          Two ALIEN ORDERLIES grab Jay.

                         KAY
          Have a lay down, stretch.
          The orderlies force Jay on a sort of gurney -- in the '69
          Neuralizer, the "patient" is fed through the machine, like
          for an MRI.

                         JAY
          You erase what's in here, you erase
          the whole world.

                         KAY
          Don't worry. When it's over,
          you'll forget all about this Yaz
          and Florida and the end of the
          world. I think it'll be good for
          you. Calm you down.

                         JAY
          I don't need to calm down.

                         

                         

                         

                         

          43.

                         KAY
          Don't worry, it's safe. We even
          tested it on one of our own men.
          Kay indicates Q, who wanders around like he's been
          lobotomized.

                         KAY (CONT'D)
          Hey, Agent Q!
          Q waves back:

                         Q
          Hey, agent Q!

                         KAY
          No, YOU'RE -- forget it.
          (back to Jay)
          We're still.., fine-tuning it.
          okay, strap him down.
          TWO BIG-ASS ALIEN ORDERLIES force Jay down.
          A TECH flips the machine ON -- TUBES POWER UP WITH HUGE NOISE

          AND FANFARE.
          Jay struggles as he gets closer and closer to the machine.
          Jay manages to slide his key fob out of his'pocket -- uses
          the edge to flip open the clamp on the straps -- and HE'S

                         FREE

                         TECH
          How the hell--
          Kay smiles -- Not bad, kid.
          The orderlies rush him -- Jay knocks them out. The
          scientists are fraidy-cats -- they hide.
          It's down to Jay and Kay.

                         KAY
          Nice moves. You'd make a good
          agent.

                         JAY
          I AM a good agent!
          Kay takes a SWING at Jay -- Jay dodges it easily.

                         JAY (CONT'D)
          That's right, you always lead with
          your left.

                         

                         

                         

                         

          44.
          Kay pulls his weapon -- Jay ducks behind the Neuralizer --
          now Kay can't shoot.

                         KAY
          You're just making it worse for
          yourself.
          The following plays over a game of CAT AND MOUSE around the
          giant structure of the Neuralizer -- like through the stacks
          in a library.

                         KAY (CONT'D)
          There's nowhere to run, slim. It's
          just if we're gonna do it easy or
          do it hard.
          Jay runs into a dead end.
          Kay and the orderlies are on him. The pissed-off orderlies
          grab him roughly, force him onto the gurney. Jay keeps
          flailing.

                         JAY
          I know you, Kay, I can prove it...

                         (SEARCHES)
          You love to bowl!

                         KAY
          Bowling is enjoyed by more than 95
          million people in more than 90
          countries. You gotta do better
          than that.

                         JAY
          You've got a scar on the back of
          your right hand!
          Jay grabs Kay's hand. They LOCK EYES for a moment. Kay lets
          Jay flip his hand over, big build-up, REVEALING...
          .no scar.

                         JAY (CONT'D)
          Damn. You will! I swear!
          Kay signals -- the Neuralizer powers up.
          And Jay is on the conveyor belt into the machine. This is
          all about to be over. Jay thinks desperately for a way out,
          THEN-- Eureka!!

                         JAY (CONT'D)
          Kay! KAY!!! What about your girl
          on Martha's Vineyard?

                         

                         

                         

                         

          45.
          Kay looks up. Jay sees an opening:

                         JAY (CONT'D)
          You chose the job over her -- but
          you never stopped thinking about
          her. You can't forget her.
          Kay grabs him.

                         KAY
          How the hell do you know that?
          I've never told anyone that.
          A long look at this guy, who somehow knows things he
          shouldn't.
          And he hits the POWER OFF BUTTON...
          But this being TUBE TECHNOLOGY -- we stay with JAY'S
          TERRIFYING POV -- as he slides through the claustrophobic
          Neuralizer chamber -- the tubes powering down just in time,
          inches away from him.
          Jay crawls out of the Neuralizer, shaken.

                         JAY
          You see, Kay? It's me--
          But Kay grabs him and puts a gun on him--

                         KAY
          If you're gonna drag her into this,
          you'd better be able to back up
          your story. Because if you're
          jerking me around, I'll make a
          window out of your head.

                         JAY
          Yeah, okay, um -- according to the
          file, he should have entered Earth-
          space in the last couple days. Did
          you spot any unauthorized landings
          in the last 48 hours?
          Kay looks to a tech, who looks at a clipboard --

                         TECH
          We did have something -- a landing
          in New Jersey.
          Kay and Jay look at each other.

                         

                         

                         

                         

          46.

                         KAY

                         (TO JAY)
          Alright, you're coming with me.
          Jay grabs his key chain.

                         JAY
          Can I ask how you're planning on
          getting me out of here?

          INT. MIB 1969 HQ

           Kay leads a "LOBOTOMIZED" Jay through HQ.

                          KAY
           'Scuse me, boys. Just did a code
           43 on this one.

                         JAY
          How's it going, fellas? Look, I
          put on my pants.
          He feels one of the agent's faces.
          Kay leads him to the exit. He talks to Jay as if Jay is a
          dim 3rd-grader who speaks little English:

                         KAY
          You are a tourist from Kansas. A
          city slicker took your wallet at
          the bus station...
          Kay leads Jay to a SET OF DOORS MARKED "EXIT to STREET" --

          MANNED BY MIB AGENTS.

                         KAY (CONT'D)
          Two out.
          The agents nod to Kay and WAVE HIM THROUGH-THE EXIT...
          Which deposits them in...

          INT. SHOWWORLD CENTER

          The peepshow megaplex from the bad old days of time square.
          A creepy pervert sits in a booth. Puts money into the
          machine.
          The wall SLIDES UP -- and to his surprise, instead of a
          peepshow...

                         

                         

                         

                         

          47.
          Jay and Kay climb out. Off the creep's reaction:

                         JAY
          Aww. Did I spoil the mood?

          INT. CROWN VIC - KAY DRIVING

          On the New Jersey State Parkway --

                         KAY
          You'd better not be wasting my time-

                         JAY
          Yeah, yeah. Window out of my head.
          But hey -- if I don't save you, I'm
          dead anyway. So do what you want
          to me -- just make sure you watch
          out for yourself.
          They pull up to...

          EXT. VINCENZI BROTHERS WASTE MANAGEMENT - OFFICES

          A squat shack on the edge of a dump, home office to a
          "legitimate local business."
          The windows are bloodied and broken from the inside.
          Corpses of wiseguys litter the front of the building, all
          showing disturbing spore growth. [please see
          http://www.youtube.com/watch?v=XuKjBIBBALS for reference]
          The corpses DEMATERIALIZE and disappear.

                         JAY
          This doesn't look like a mob hit.

                         KAY
          That's a hell of an observation.
          What gave it away?

                         JAY
          Spores. Dematerializing corpses.
          And THAT.
          Jay points beyond the building... a SHEER DROP
          Which is the edge of a HUGE SMOKING CRATER --
          And how did this crater get here?

                         

                         

                         

                         

          48.
          In the center, a GIANT ROCKET, all chrome and Flash Gordon.
          It formed the crater on landing.

                         KAY
          We're going in.
          Kay draws his weapon.

                         JAY
          Aren't you gonna give me a.gun?

                         KAY
          Right.
          He pulls out a Smith and Wesson, dumps the bullets, and hands
          it over.

                         KAY (CONT'D)
          Try not to get in my way.

                         JAY
          You try not to get in MY way.
          Jay and Kay move towards the building... BAM! BAM! BAM!!
          Someone's firing at them -- they dive for cover.
          More GUNSHOTS --
          Jay gives Kay THE SIGNAL, WE SAW IN THE CHINESE RESTAURANT

                         KAY
          What the hell is that?

                         JAY
          Stay behind me. You need to stay
          alive.

                         KAY
          The hell I will.
          Jay tries to go in -- Kay pushes him out of the way and goes
          in first.

                         VINCENZI BROTHERS
          Jay and Kay bust in -- almost fall into the room because
          they're squabbling over who's first --
          Then - BAM!

                         

                         

                         

                         

          49.
          Someone's hiding under a desk, holding a gun over his head,
          firing randomly.
          Kay gets GRAZED --
          They dive for cover. Kay's right hand is bleeding.

                         JAY
          Huh. So that's how you got the
          scar.
          Jay tosses his EMPTY GUN into the corner -- the guy under the
          desk fires FIVE TIMES - EMPTYING HIS GUN!
          Jay sprints at him, flips the table -- it's a terrified,
          quivering WISEGUY. Jay grabs him and DISARMS HIM.
          The guy is FREAKED OUT.

                         WISEGUY

                         [TERRIFIED BLUBBERING]

                         JAY
          What'd he look like?

                         WISEGUY

                         [BLUBBERING]

                         JAY
          Pull it together!
          Jay SLAPS THE GUY.

                         JAY (CONT'D)
          The guy who did this --- what'd he
          look like?

                         WISEGUY
          Looked like a biker... And he had
          a... He had a skull ring...
          Jay and Kay share a look.

                         JAY
          That's him.

          BACK WITH JAY AND KAY
          Walking up to Kay's car.
          In the background, MiB puts up a facade around the rocket --
          "Rocket Waste Disposal", techs take samples.

                         

                         

                         

                         

          50.

                         JAY
          What about the witness? We don't
          have time to take him back to HQ to

                         NEURALIZE HIM--

                         KAY
          We've got something new. Portable
          Neuralizer.
          With a rumbling and BLASTS OF AIRHORNS, 18-wheelers drive up,
          housing the "portable" Neuralizer.

                         KAY (CONT'D)
          Can you believe how small these
          things are getting?

                         JAY
          Yeah.

                         KAY
          Okay, slick. I'm making a decision
          to believe you. Not because I do,
          but because I have to, you get me?
          He walks to the trunk, pops it open.
          He flips a switch, revealing a HIDDEN ARSENAL.
          He grabs a COOL GUN and gives it to Jay. Jay admires the

          DEADLY FIREARM.

                         JAY
          Aw, this means you like me, doesn't
          it?

                         KAY
          Let's go get this sunovabitch.
          They climb in but -- SCREECH!!!
          A Crown Vic swerves to a stop in front of them. Out pops an

          APOPLECTIC EX --

                         EX
          Kay! Don't move a goddamn muscle!
          I have you on 12 protocol
          violations!
          Kay looks to Jay.

                         KAY
          Make it thirteen.
          He GUNS IT -- THEY TEAR OFF...

                         

                         

                         

                         

          51.

                         YAZ'S BIKE
          Widen - he's on his bike, pulling into

          NEW YORK CITY - TOLLBOOTH ON THE BRIDGE
          Yaz approaches the tollbooth, manned by a gruff NY no-BS, no-
          time for anyone TOLLBOOTH COLLECTOR.

                         TOLLBOOTH COLLECTER
          Exact change only.

                         YAZ
          Can you help a stranger, please?

                         TOLLBOOTH COLLECTER
          Oh, sure. That's what I'm here
          for. You see that thing behind
          you? That's New Jersey. Go home
          and get some change.

                         YAZ
          There's been a great injustice in
          the Universe. I must make it
          right.

                         TOLLBOOTH COLLECTER
          You know what's also a great
          injustice? Sitting in this box all
          day listening to people try to get
          out of paying the toll.

                         YAZ
          Let me ease your pain.
          On Yaz's evil grin...

          KAY AND JAY DRIVE INTO THE CITY

                         KAY
          Now tell me everything you know
          about this Yaz scumbag.

                         JAY
          In two days he's gonna kill you in
          Florida.

                         KAY
          Two days. Doesn't give me a lot of
          time. You couldn't have come back
          a week ago?

                         

                         

                         

                         

          52.

                         JAY
          Sorry, I was distracted by the
          Earth blowing up.

                         KAY
          So we have two days to kill him
          before he kills me. Alright,
          there's one cesspool everyone
          washes up in sooner or later.
          Someone'll know something there.
          Come on. Let's take a drive to
          Alien Town.

                         JAY
          Alien Town?
          They drive under a sign indicating: EAST VILLAGE

                         WITH YAZ
          Cruising through NY. Devil Girl on the seat behind him. He
          pulls even with a patrol car.

                         YAZ
          Excuse me, officers of the law.
          Like you, I care a great deal. about
          justice and I'm looking for some
          people. Maybe you can help me.

                         OFFICER
          Okay -- get a shave and a haircut..
          They laugh.
          Yaz smiles sadly.

                         YAZ
          Have you ever lost someone close to
          you? I have. I've lost everyone.
          Everyone except them. Can you help
          me find them?
          He gives the cops a picture, they take it grudgingly -- we
          see it: a half dozen hippies wearing medallions.
          The cops look at each other and raise eyebrows.

                         OFFICER
          Only one part of town where people
          like that hang out...

                         

                         

                         

                         

          53.

          EXT. THE DECKER BUILDING

          The historic Village landmark.
          Jay and Kay approach... 60s freaks eyeball the squares...

          IN THE ELEVATOR
          Jay and Kay ride to the sixth floor.

                         JAY
          There's gotta be something that
          connects you to Yaz. What cases
          are you working on?

                         KAY
          Well, I'got this whole dry ice
          thing.

                         JAY
          Dry ice? What's that? Someone get
          killed over some dry ice?
          Smuggling something in some dry
          ice?

                         KAY
          No. We just can't figure out what
          it is.

                         JAY
          Wow, you're pretty low on the totem
          pole, aren't you? The great Kay,
          looking for dry ice.

                         KAY
          Don't push your luck.
          The doors open, and we're in...

          A WAY-OUT 60'S PARTY
          Kay's on the hunt for someone. They weave their way through
          the far-out types, hear snippets of high-60s party
          conversations.
          Someone notices Jay's suit --

                         PARTY SNOB
          What are you, a time traveller?

                         JAY REACTS--

                         

                         

                         

                         

          54.

          PARTY SNOB (CONT'D)
          That suit is SO five years ago.
          Kay sees who he's looking for, grabs him:

                         KAY
          We need to talk.
          Reveal ANDY WARHOL -- and this is the Factory, and this is
          one of Warhols' famous parties.
          Draped on Warhol -- a bunch of strange hangers-on, his
          "stars."

                         ULTRAVIOLET
          Yum, pigs are getting cute.
          Jay smiles -- she looks skeeved out.

                          ULTRAVIOLET (CONT'D)
          I meant the young one.
          Warhol speaks with his strange -- yes, almost alien --
          affect.

                         WARHOL
          It's not really a good time to
          talk. I'm creating a party.
          (sighs, totally put out)
          But... Maybe if he asks me.

                         JAY
          What - me?

                         WARHOL
          I would never say no to anything
          that came out of that beautiful
          mouth...
          Jay is visibly uncomfortable. Kay nudges Jay - do it.

                         JAY
          [Grumbles about what he has to do
          for his partner].
          (then, to Warhol)
          We need to talk. Please.
          Warhol and his Stars ooh and ahh over Jay. Someone snaps a
          picture.

                         WARHOL
          Amazing, just amazing. Alright,
          you talked me into it. Follow me.

                         (MORE)

                         

                         

                         

                         

                         55

                         WARHOL (CONT'D)

                         (TO ENTOURAGE)
          Be back soon, stars.

          PRIVATE STUDIO LOFT
          From here, a window looks out over the whole scene.
          Warhol leads the guys in, shuts the door and LOCKS IT.
          Immediately, his ENTIRE AFFECT CHANGES -- he rips off his
          WIG, lights a cigarette, and talks like a hard-nosed cop.

                         WARHOL
          Damnit, Kay, are you TRYING to blow
          my cover?

                         KAY
          Take it easy agent W, your cover is
          perfectly safe.

                         WARHOL
          Perfectly safe? Are you out of
          your goddamned mind? It's only a
          matter of time before they figure
          out I'm a total fraud.

                         KAY
          Cool your jets--

                         WARHOL
          I'm so out of ideas I'm painting
          bananas and soup cans for
          chrissakes. How long do you really
          think they're gonna keep buying
          this shit?
          Warhol slumps on a chair.

                         WARHOL (CONT'D)
          I can't take it anymore. Talking
          to these nutjobs and all these
          goddamn hippies. God, I hate
          hippies. They're just filthy, Kay.

                         KAY
          Yeah, I know they are, buddy. But
          you're doing good work here. We
          need you.
          A knock at the door -- Warhol gets back into character --

                         

                         

                         

                         

          56.

                         WARHOL
          I'll be right there... I'm just...
          filming these men eating a
          hamburger... It's... transcendent.
          Okay, now the pickle...
          (back to cop form)
          You see what I mean? And who the
          hell's this guy? New partner?

                         JAY
          Actually, I'm his old partner. I
          came from the future to warn him

                         ABOUT--

                         WARHOL
          Jesus, fine, don't tell me.
          Alright, what do you need?

                         JAY
          We're looking for a recent arrival.
          Long hair, wears a lot of
          leather...
          Warhol indicates the party below -- half the guests match
          that description.

                         WARHOL
          You'll have to do better than that.
          Look, if that's all you have, I
          can't help you.

                         KAY
          Maybe you know someone who's seen
          something.

          STAR (O.S.)
          Andy, the horse is here...

                         WARHOL
          I gotta get back in there--

                         JAY
          Hold up -- the guy we're looking
          for -- he's out to destroy the
          world.

                         WARHOL
          C'mon, what's new? What does an
          MiE call it when someone tries to
          destroy the world? Tuesday.

                         JAY
          I thought you made that up.

                         

                         

                         

                         

          57.

                         KAY
          C'mon, W, I got a feeling on this
          one. Like we should take it
          serious. And we don't have much
          time.
          Jay checks his watch.

                         JAY
          33 hours.

                         WARHOL
          Yeah, yeah, alright.

                         (THINKS)
          Okay, talk to Prell and Vidal.
          C'mon.

          IN THE PARTY
          ON TWO BEAUTIFUL WOMEN - in very 60s fashion with incredibly
          giant hair - one with a big afro, one with big chignon
          hairdo.

          WARHOL (O.S.)
          (back in "character")
          Vidal, Prell, can you please talk
          to these nice men?
          The women's LIPS DON'T MOVE -- they respond in incongruously

                         GRUFF VOICES:

                         PRELL
          Whadaya want?

                         VIDAL
          They look like cops to me.
          ain't talking.

                         PRELL
          We're not rats.
          We swing around them to REVEAL that Warhol/Kay/Jay are not
          talking to the women's faces --
          They're STANDING BEHIND THE WOMEN -- TALKING TO THEIR HAIR-
          DO'S which we realize are two COMPLETE HAIR ALIENS, VIDAL and
          PRELL, perched atop these women.

                         KAY
          Start talking, you two, before you
          end up on a barber's floor.

                         

                         

                         

                         

          58.

                         PRELL
          Ah, you don't scare me.

                         KAY
          Yeah?
          Kay reaches into a passing woman's purse, pulls out
          HAIRSPRAY. Grab some of Prell and holds up the spray.

                         PRELL
          You wouldn't!
          He sprays the hair, it starts to SCREAM IN PAIN.

                         VIDAL
          Stop, you bastard!

                         PRELL
          I'm telling you, we don't know
          anything!

                         KAY
          You wanna play tough? How about we
          take a ride to the barber college,
          see how tough you are?
          Kay keeps shaking them down, but Jay is distracted...
          On Jay... something is making him think...
          A sound... it. grows louder... we start to be able to make out
          the distinct bip... bip... bip... of PONG
          Jay FOLLOWS THE SOUND...
          To a group of people -- that incredible Factory mix from
          slumming socialites to Black Panthers to the freakiest
          freaks...
          They surround a SKANKY GUY -- and whatever they're watching
          on TV is so mesmerizing it's like they're seeing the face of
          God...

                         BROOKE ASTOR
          It's too beautiful.
          Someone takes a picture of the screen.
          Jay walks around the TV -- REVEAL:
          They're watching CLASSIC EARLY 70S PONG.

                         

                         

                         

                         

          59.
          The SKANKY GUY controls it via a BIG MEDALLION hooked up to
          the TV antennae terminals. He's playing against a young
          clean-cut square.
          Jay grabs the wires and rips them out, cutting off the game.
          Everyone JEERS him.
          ON KAY, hearing the noise, turns to see what's going on.

                         SKANKY GUY
          What the hell, man?

                         JAY
          Just wondering where you got that.

                         SKANKY GUY
          Your mother.
          The crowd laughs.

                         JAY
          Really. So my mother gave you a
          technology that hasn't been

          INVENTED FOR SEVEN YEARS?
          Jay grabs him by the throat.
          Partygoers react. Someone takes pictures. Someone claps in
          delight.

                         JAY (CONT'D)
          Now how about you tell me where you
          really got it?
          The skanky guy knows he's in trouble.

                         SKANKY GUY
          Oh... uh... okay, no hassles,
          man... I got it from that dude over
          there... With the beard.
          Jay turns, lets go just long enough for the guy to LEAP OUT

                         THE WINDOW
          Jay takes off after him -- Kay joins
          And the CHASE IS ON

          CHASE THROUGH THE VILLAGE
          Jay and Kay chase the guy through various 60s locations - a
          commune, an ashram, a folk club, a protest.

                         

                         

                         

                         

          60.
          Everywhere they are mistaken for "pigs" - people get in their
          way.
          To Jay's surprise, young Kay is a hell of a runner, in
          incredible shape. It gets competitive between them...
          Until Jay can't keep up -- Kay takes off...
          Kay runs the Skanky Guy down -
          Jay huffs and puffs his way over, grabs the medallion.

                         JAY
          Alright, one more time. Where'd
          you get this?

                         SKANKY GUY
          It was a gift--

                         JAY
          Bullshit.
          Kay puts a gun on him.

                         JAY (CONT'D)
          Oh, hey. This is my partner. He's
          about to get fired for excessive
          violence and he doesn't have much
          left to lose.

                         SKANKY GUY
          I borrowed it!
          CLICK! Kay cocks the gun.

          SKANKY GUY (CONT'D
          I stole it, okay?

                         JAY
          That's what I like. A nice, honest
          thief. Stole it from who?

                         SKANKY GUY
          They don't even care, man. They
          leave their money everywhere.

                         JAY
          Who?

                         SKANKY GUY
          I don't know who they are--

                         

                         

                         

                         

          61.

                         KAY
          Then you're not worth much to us,
          are you?
          The gun comes back out.

                         SKANKY GUY
          I heard they were Archanans.

                         JAY
          Archanans? They're pretty far out
          of their neighborhood. I didn't
          think we'd ever had one on Earth
          before.

                         SKANKY GUY
          I can tell you where they live!
          Southwest corner of 3rd and Avenue
          C. Top floor. Apartment 12.
          Jay rips the medallion off his neck.

          SKANKY GUY (CONT'D)
          Ow!

                         JAY
          I'll do a lot worse. Get the hell
          out of here.
          The guy runs off.

                         KAY
          What's the deal with the necklace?

                         JAY
          You were wearing one just like it
          when you died. Come on.

          SOUTHWEST CORNER OF 3RD AND AVENUE C
          Jay and Kay pull up in front of the building.

                         KAY
          That address. It's familiar.
          He pulls out a notebook.

                         KAY (CONT'D)
          I was going to come by here
          tomorrow to check out a lead on the
          dry ice case.

                         

                         

                         

                         

          62.

                         JAY
          So you come here tomorrow, get
          tangled up with these Archanans...
          And...

                         KAY
          And Yaz kills me?

                         JAY
          Something like that. So do me and
          the people of Earth a favor and be
          careful.

                         KAY
          Aw, put on your big girl panties
          and let's go.

                         JAY
          Hey, I've always got my big girl
          panties on.
          Huh. That didn't sound right.

          INT. FREIGHT ELEVATOR

          Jay and Kay ride up...

                         KAY
          That thing back at the party, what
          was it? Some kind of game?

                         JAY
          Not just any game, PONG. Game of
          kings. But it wasn't invented
          until 1974.

                         KAY
          How do you know that?

                         JAY
          Because I was the only kid on my
          block who didn't have one.

                         KAY
          Aw, what's the matter? Daddy
          didn't buy you the toy you wanted?

                         JAY
          Didn't have a daddy to not buy me
          toys. Here's the only thing I ever
          got from him--
          He holds up his key chain.

                         

                         

                         

                         

          63.

                         KAY
          That's rough.

                         JAY
          It gets worse. You're the closest
          thing I have to a dad.

          DOORS OPEN...

          DOWN THE RATTY HALLWAY
          Jay and Kay move carefully, ready for trouble.
          They get to the door -- Apartment 12.
          Jay points to the door -- THIS IS IT!
          They see -- THE DOOR IS SMASHED IN, PUNCHED OFF ITS HINGES
          And punched into the door -- THE IMPRESSION OF A SKULL RING

                         JAY
          That's from Yaz's ring. He was
          here. Or is here.
          Jay SIGNALS KAY

                         KAY
          Why do you keep doing that?

          INT. STUDIO APARTMENT

          They move into the room on high alert...
          But it's empty.
          They realize the strangeness of the room - alien technology
          (including a TV hooked up to something strange with tons of
          wires hanging out) and lots of money.. LOTS of money...
          Not just piles -- the actual furniture is MADE OF STACKS OF
          MONEY. They've been using it for scrap paper, for napkins.

                         JAY
          So Yaz was never after you... he
          was after the Archanans. You just
          got in the way.

                         KAY
          Which must make them damn
          important. But what does he want
          with them?

                         

                         

                         

                         

          64.

                         JAY
          'No sign of struggle. They must've
          cleared out before he got here.
          Like they knew he was coming.

                         KAY
          And he's probably on their trail
          now. But where the hell did they
          go?
          They look around, puzzling over this place. Jay picks up a
          $100 bill off a table made out of stacks of money.

                         JAY
          Think this might tell us something?
          On the $100 bill:
           A strange series of words and numbers: 3 2... 5 1... 7 5..

                         KAY
          Looks like some kind of code.
          We'll take it to HQ, run it through
          the computer. Figure out where
          they went.

          BACK THROUGH THE HALLWAY
          Jay and Kay walk down the dark hallway --
          Yaz steps out of the shadows --

          BACK IN THE CAR
          Jay and Kay head back to HQ. Kay drives, Jay stares at the
          $100 bill, squinting at it, turning it over --

                         JAY
          How about bible verses?
          Coordinates? Airplane flights?
          Shoe sizes?

                         KAY
          So this is how you do it in the
          future, huh? You just keep
          guessing until you figure it out?

                         JAY

                         (EUREKA)
          Phone numbers!
          They stop at a light.

                         

                         

                         

                         

          65.
          Suddenly -- WHAM! WHAM! Someone FRANTICALLY POUNDS on the
          trunk -- a frightened 12-year-old prostitute wearing what is
          basically Jodi Foster's Taxi Driver hooker costume --
          hotpants, mary janes, halter top. There's something familiar
          about her face...

          HOT PANTS GIRL
          For God's sake! Help me, would
          you? There's some maniac after me -

                         JAY
          Slow down -- who's after you?

          HOT PANTS GIRL
          He was like nothing I ever saw --
          crazy eyes, and this freaky skull
          ring.
          Jay and Kay look at each other:

                         JAY
          Get in.

          HOT PANTS GIRL
          Thank you so much. This is a
          dangerous city for a girl.
          The light turns green -- we're on the girl's face. Jay and
          Kay looking straight ahead.

                         JAY
          So where can we take you?

          HOT PANTS GIRL
          Just make a left up here.
          Kay does it... There's a rushing noise...
          In the back seat, Hot Pants Girl IS "INFLATING" AND BECOMING

          DEVIL GIRL!
          The car turns down a dark, deserted alley.

                         JAY
          Are you sure? Seems dangerous.

                         DEVIL GIRL
          Not for me.
          Reveal -- the girl has fully "inflated" into her natural form
          -- DEVIL GIRL! The outfit is grotesque on her.

          DEVIL GIRL ATTACKS

                         

                         

                         

                         

          66.
          SET PIECE FIGHT in the car. Employing cool MiB tech built
          into the car.
          Devil Girl subdued, locked into the trunk in a "CONTAINMENT
          SACK" -- like what you'd use to stuff a raccoon into.
          The fight's over, the guys slump against the car.

                         JAY
          What the hell was that?

                         KAY
          I don't know, but I'd bet you two
          to one Yaz sent her.
          Beat. Light bulb moment for Jay --

                         JAY
          Say that again!

                         KAY
          I think Yaz sent her.

                         JAY
          No, the whole thing!

                         KAY
          I'd bet you two to one Yaz sent
          her.
          On Jay, realizing--
          He grabs the $100 bill --

                         JAY
          I know where they are!

          ON JAY AND KAY
          Walking -- we hear sounds of crowds, of cheering, REVEAL we

                         ARE AT--

          EXT. AQUEDUCT RACETRACK


                         JAY
          How are we going to find them? Any
          idea what an Archanan looks like?
          And then -- they see --

          AMID THE SEA OF GUYS IN SUITS, HATS, AND SKINNY TIES...

                         

                         

                         

                         

          67.
          A circle of what looks like Tibetan monks -- colorful,
          playful, dressed in robes.
          They could only be -- the Archanans.
          The group comprises one older Archanan -- the LAMA -- and
          three younger ATTENDANTS.

                         KAY
          I think I found them.
          They step into

          THE ARCHANANS' AURA
          Within the space around the Archanans, the chaos and noise of
          the crowd melts away. Deflected.
          There are three Archanans and one distinctive older one --

          THE LAMA.
          In the middle -- a giant pile of winnings.
          All is peaceful within this space. Faint chimes.
          They greet Jay and Kay happily, chant a strange mantra:

                         ARCHANANS

                         (CHANTING)
          King Lady Big Trouble Classy...
          The faint sound of an announcer:

          ANNOUNCER (V.0.)
          Results for the sixth race: King,
          Sweet Sophie, Big Trouble and Red
          Gent!

                         ARCHANANS

                         (CHANTING)
          Superba pays 3200 to one...

                         JAY
          You're in danger--

                         ARCHANANS
          You're in danger... you're in
          danger...
          Jay thinks they're playing the "echo game" like little kids:

                         JAY
          Very cute, but--

                         

                         

                         

                         

          68.

                         LAMA
          In eight seconds, please do us the
          kindness of ducking.

                         JAY
          Huh?

                         KAY
          Yaz!
          They turn to see YAZ -- he levels a WEAPON AT THEM -- FIRES!
          Jay and Kay DUCK -- the weapon just misses.

                         JAY
          Thanks.

                         KAY
          Let's get into trouble.
          Jay and Kay engage him --
          As they run off, the Lama calls --

                         LAMA
          Remember, please, to take the
          bridge.
          And we begin

          BIG FIGHT SET PIECE.
          Try to include motorcycle and horse elements. Could also
          involve the actual aqueduct, which is close by.
          At one point, Jay and Kay seem stuck, they remember...

                         JAY
          Take the bridge...
          They take the bridge, which gives them an advantage on Yaz.
          At one point, Jay corners Yaz -- Yaz BLASTS HIM -- Jay is
          knocked down. Looks DEAD! But he shakes it off reveal
          the PONG medallion blocked the shot.
          Culminating at a toxic waste dump in Staten Island, with Yaz
          compressed into .a six inch cube - hauled away in the back of
          a garbage truck.
          The guys give chase -- they want him captured, but no luck.
          The truck drives off...

                         

                         

                         

                         

          69.

                         KAY
          He's gone.

                         JAY
          Only a matter of time before he
          comes back. And this time he might
          be really mad.

          AQUEDUCT RACE TRACK
          Jay and Kay return to an EMPTY RACE TRACK...
          It's like a ghost town.
          No Archanans to be found...

                         JAY
          Damn, we lost them. They come all
          the way across the universe and
          just when we're about to figure out
          what all of this is about--
          Then, faintly... a CHEER

                         KAY
          Hold that thought.
          They follow it out to

                         THE TRACK
          Which is empty. No spectators, no horses. Just the
          Archanans...
          Who stand near the track watching... nothing.
          And yet --
          They cheer and clap as if watching the most exciting race
          ever.
          Jay and Kay exchange a "what the hell?" Look and approach
          them.

                         JAY
          Everybody OK?

                         ARCHANANS
          Everybody is everybody.

                         

                         

                         

                         

          70.

                         JAY
          Yeah... guess I can't argue with
          that. So listen up -- Yaz is down
          but he won't be for long, so we
          need to start coming up with some
          answers. First of all--
          The Archanans CHEER. Jay shakes it off.

                         JAY (CONT'D)

                         FIRST
          The Archanans CHEER AGAIN.

                         JAY (CONT'D)
          What are you cheering about?!

                         ARCHANANS
          The races.
          Jay and Kay keep approaching... Puzzled -- the track is
          empty...

                         JAY
          What races?
          Jay and Kay cross the threshold into their aura... and now--
          The empty stands are FILLED WITH CHEERING SPECTATORS WATCHING

          AN INCREDIBLY EXCITING RACE.

                         JAY (CONT'D)
          Where are we?

          LAMA.
          We are tomorrow.
          Jay steps backwards, out of the aura -- back to empty ghost
          town.
          Steps back in -- tomorrow's rabid fans, cheering the race.
          From the Archanans' POV -- we see ALL VERSIONS/ALL AGES OF

          JAY AND KAY..
          The effect is -- THEY SEE ALL TIME AT ONCE.

                         JAY
          You... can see the future.

                         LAMA
          It is what you call the future.

                         

                         

                         

                         

          71.

                         ATTENDANT
          Ah, the future. An illusion of the
          time-bound, borne of the fallacy
          that one moment follows another.

                         LAMA
          Yaz suffers from this greatly. And
          so he must have revenge on your
          planet.

                         JAY
          Revenge?, For what?

                         LAMA
          He mourns the past because he can
          not see the dead are still as alive
          as they ever were. Just not now.

                         JAY
          Okay, someday you're gonna explain
          that to me, but right now you need
          to stop the riddles because there's
          about two minutes until Yaz crawls
          out of his hole and gets back to
          trying to kill you. So help me
          out. I need to know IN ENGLISH why
          Yaz is trying to kill you and what
          that has to do with saving the
          Earth.

                         ATTENDANT
          We know what he will know.

                         JAY
          You know what... he will know...
          (figuring it out)
          You know his plans.

                         (REALIZING)
          And you're going to stop him. He
          wants to kill you because you stop
          him.

                         LAMA

                         (CHEERFUL)
          Yes, if he does not kill us first.

                         KAY
          Don't you know if he's going to?

                         LAMA
          Sometimes he kills us, sometimes he
          does not. There are many futures.

                         

                         

                         

                         

          72.

                         JAY
          Okay, which future is the one where
          you live and the Earth doesn't blow
          up?

                         LAMA
          The one where you take us home.
          Jay and Kay exchange a look --

                         KAY
          Alright, let's get these freaks
          home, and pronto.

                         LAMA
          You must let go of your. attachment
          to time, beginning with your
          concept of "pronto."
          And on that -- THUP THUP THUP --
          12 Blacked-out helicopters...

           EX (V.0.)

                         (MEGAPHONE)
          Illegal aliens -- you are
          surrounded... Do not attempt to
          flee...
          Jay and Kay YELL INTO THE BACKWASH OF THE ROTORS:

                         JAY
          No! We need to get them home!
          But it's all drowned out in the wind and dust...
          MiB "squad cars" -- pull up and surround them.
          Jay and Kay look for an escape route -- but MiB cars and
          trucks seem to be pouring in from everywhere.
          MiB agents descend on ropes, round up the Archanans--

          EX (V.0.)

                         (MEGAPHONE)
          Agent Kay! Return to your vehicle!
          Rendezvous at headquarters in 20
          minutes! We will escort you by
          air!
          And from the noise and chaos of the choppers...
          To silence...

                         

                         

                         

                         

          73.

          INT. MIB HQ - BENCH OUTSIDE THE CONFERENCE ROOM

          Jay and Kay watch through a glass wall.
          Inside the conference room -- the Archanans sit around a
          table.
          Ex paces, clearly talking ABOUT the Archanans to the other
          agents.
          Body language tells us the MiB reach some kind of consensus.
          Ex comes out -- Jay and Kay hop up.
          Ex notices Jay for the first time --

                         EX
          What's he doing here? Didn't we
          just bust you?

                         KAY
          That was someone else. All these
          mooners look alike, right?
          A beat -- and Ex buys it completely.

                         EX
          Yeah... So look. We've talked
          about it. And you are to be
          commended, Agent Kay. You did a
          fine job bringing these illegals
          in. Now it's our job to get them
          out of the city for containment.
          Somewhere where if someone decides
          to blow them off the map, the
          collateral damage will be
          insignificant. Toronto.

                         KAY
          But they're in danger. One of the
          most dangerous beings in the
          universe is out to kill them--
          (looks to Jay)
          And if that happens, we're all
          going with them, because they're
          our only hope of survival.

                         EX
          Christ, if we listened to every
          Mooner who showed up telling us how
          they were gonna save the world,
          that's all we'd do. Do you know
          why Earth is still standing?

                         (MORE)

                         

                         

                         

                         

          74.

                         EX (CONT'D)
          Why we're not a smoldering chunk of
          nothing? Because we don't stick
          our nose into other people's
          business. Especially people in
          danger, because they have enemies,
          and those enemies destroy Earth.
          Now. Are you going to execute my
          order or not?

                         KAY

                         (COLD)
          I thought we were supposed to be
          the good guys.

                         EX
          Careful, Agent Kay. That sounds
          like insubordination.
          Kay walks up to Ex, looks him DEAD IN THE EYE

                         KAY
          It sounds like you need to cut some
          eyeholes in your stomach, because
          your head is so far up your ass,
          that's the only way you could
          possibly see.

                         EX
          That's it. You're off this case.
          Stick to dry ice. If I catch you
          near them -- or him -- again, I'll
          have your badge.
          (to a bunch of other

                         AGENTS)
          You four -- take the Archanans to
          transpo.
          One of the agents looks up--

                         YOUNG AGENT
          Me? I'm just an accountant---

                         EX
          Go!!!

                         (TO JAY)
          And you... You just get out of
          here!
          The MiB agents GRAB the Archanans and hustle them out.
          Kay leans in to them--

                         KAY
          Don't worry, we'll--

                         

                         

                         

                         

          75.

                         LAMA
          Yes, we know.
          Kay looks up -- sees Jay smiling at him.

                         KAY
          What?

                         JAY
          I knew Agent Kay wasn't just gonna
          lie down. So what's the plan?

                         KAY
          You heard the man. We've got dry
          ice to investigate.

          GARBAGE COMPACTOR TRUCK
          It's the truck that "compacted" Yaz. We follow it to the

                         MIDDLE OF

          GIANT STATEN ISLAND DUMP
          Where the truck dumps its load... Including YAZ...
          Who gets PROCESSED AND PRESSED INTO A CUBE.
          On the cube -- it begins to swell and force itself back into
          its natural shape.
          Around the piles of garbage, other Yaz parts SEEK EACH OTHER

          OUT...

                         DUMP EXIT
          Workers stop what they're doing -- get out of the way of
          something, disturbed.
          We see Yaz and understand the reaction -- Yaz might be back
          together, but NOT AT ALL RIGHT -- a leg stuck in the wrong
          place, the head at a weird angle.
          He catches his reflection in a hubcap and adjusts himself...
          Pops out an eye, swaps an arm...
          He unfurls his tongue, smells the air --

                         YAZ
          Where did you go...

                         

                         

                         

                         

          76.

                         SHOWWORLD CENTER
          A SLEAZY GUY is suprised to see not just an agent... but four
          agents and four Hare-Krishna-looking guys come out of his
          peep show window.
          One of the Archanan attendants smiles at him:

                         ATTENDANT

                         (CHEERFUL)
          You will die alone.

                         SLEAZY GUY
          Yeah, I know.
          The agents lead the Archanans through the world's greatest
          emporium of sleaze.

          EXT. GRAND CENTRAL STATION

          The hustle and bustle -- cabs picking up and dropping off

                         PASSENGERS --
           We find a LONG LINE OF UNHAPPY KIDS, MAKING UNHAPPY PARENTS --
          Kids crying, pulling on Mom's dress...
          We see -- it's the line to an ICE CREAM TRUCK.
          And the line isn't moving because KAY IS QUESTIONING THE

          PAPER-HATTED VENDOR.
          DRY ICE SMOKE rises from the freezer:

                         KAY
          Just a few more questions about dry
          ice and I'll be out of your hair...
          A BIRD CALL makes Kay turn --.he sees Jay waving him over,
          pointing at something -- The MiB agents lead the Archanans
          into the Station!

                         VENDOR
          I told you ten times -- I got no
          idea what dry ice is!

                         KAY
          (not listening).
          Thanks, you've been very helpful.
          Jay and Kay peel off, follow the MiB agents, leaving the
          Vendor scratching his head. He turns back to the kids.
          Jay and Kay follow the MiBers and Archanans inside...

                         

                         

                         

                         

          77.

          INT. GRAND CENTRAL STATION

          The Men in Black blend in easily with the guys going home to
          Greenwich, but the Archanans are easy to spot.
          Jay and Kay tail them -- and lose them for an instant!
          They spot a glimpse of robe, run after them, turn a corner --
          And it's just some Hare Krishnas.

                         KAY
          Damn. Wrong freaks.
          But Jay spots the Archanans...

                         JAY
          Over there, Kay!
          As they run off --

                         HARE KRISHNA
          Perhaps you'd like to join us for a
          vegetarian meal?
          Jay and Kay chase after the MiB agents and Archanans --
          The MiB agents approach a cordoned-off area with signs
          warning WET PAINT!
          The agents look around, then slip pass the ropes and through
          a NARROW DOOR marked "WET PAINT" or "MEN WORKING"
          Jay and Kay follow...
          Through the skinny half-painted door...

          THROUGH THE.SKINNY DOOR
          An EQUALLY SKINNY ESCALATOR descends 100s of feet. A
          problem: it's going the WRONG WAY -- bringing incognito
          aliens and MiB agents UP INTO GRAND CENTRAL.
          Jay and Kay muscle their way down -- lots of 'scuse me --
          pardon me -- hey, don't grab that!
          But once they power past the crowds, Jay's jaw drops as we
          reveal...

                         

                         

                         

                         

          78.

          SECRET TRAIN STATION
          A MUCH-BIGGER station under Grand Central, a secret hub for
          sending aliens back and forth all over the country.
          It's basically a series of GIANT PNEUMATIC TUBES --people-
          sized versions of the vacuum tubes that used to beeverywhere
          in banks, offices, etc.
          A mix of ALIENS and MIB AGENTS put on helmets and pads, board
          the tubes and FWOOP off...
          Quick shots -- a shoeshine stand set up for many-limbed
          aliens... a newsstand with strange papers... The Beatles in
          line for Liverpool with a blue meanie... Kareem Abdul-
          Jabbar...

                         KAY
          On your 2 o'clock.
          They spot the MiBers and the Archanans next to the TUBE TO

          CANADA.

          TUBE TO CANADA
          The MiB agents put helmets and pads on the Archanans.
          They're about to load them into the tubes --
          Jay and Kay approach:

                         KAY
          Hold up.

                         MIB
          You're off this case, Kay.

                         MIB 2
          Yeah, but I heard there's some dry
          ice in Queens. Magic show at a
          kid's birthday party. Better
          hustle, you can get there before.
          the cake.
          They all LAUGH at Kay.

                         KAY
          Change in plans.

                         MIB
          What? We didn't hear about any
          change in plans.

                         

                         

                         

                         

          79.

                         KAY
          Yeah, Ex just gave us the new
          orders -- check this out --
          Kay gestures them closer -- he reaches for something in his
          jacket pocket...
          The MiBers lean in...
          And Kay GRABS THEM AND SHOVES THEM BACKWARDS TOWARDS THE

          TUBE!
          The MiB agents stumble, surprised --
          The Archanans, not surprised, step deftly out of the way, the
          MiBers FWOOP FWOOP FWOOP into the tube...
          Jay and Kay exchange a smile and realize... One last VERY
          YOUNG agent is still standing there, wide-eyed:

                         YOUNG AGENT
          Don't hurt me! I'm just the
          accountant!
          He reaches for his radio... Jay talks him down:

                         JAY
          I know you're a little freaked out
          and you want to call for backup,
          but listen: When you've done this
          job for a while, you realize
          there's one rule -- things aren't
          what they seem. These are innocent
          beings that need our protection.
          Are you gonna do the right thing or
          are you gonna be a company man and
          send them off to die in Toronto?
          The young agent thinks -- puts down the radio.

                         JAY (CONT'D)
          Good, good. What's your name?

                         YOUNG AGENT
          Agent Zed, sir.

                         KAY
          You're gonna be okay, kid.
          Jay can't help laughing --

                         

                         

                         

                         

          80.

                         JAY
          He's gonna be better than OK. I'm
          not gonna give you so much shit
          anymore.
          The radio CRACKLES --

          EX (V.0.)

                         (ON RADIO)
          Zed, what's your status?

                         ZED
          Detainees are on the tube to
          Toronto. No sign of Kay. Over.

          EX (V.0.)
          Copy that, good work, Zed.
          Zed crosses off...

                         JAY
          Be nice to him. Trust me.
          Jay, Kay and the Archanans regroup.

                         JAY (CONT'D)
          Okay, you all wanted to go home.
          Well here we are. So how do you
          want to get off this rock? You
          guys have the spaceport on Long
          Island yet?
          Kay just looks at him.

                         JAY (CONT'D)
          That place is a dump anyway. Best
          Margaritas in the Universe, my ass.
          What about the one in Ohio?
          The Archanans smile.

                         ATTENDANT
          Here is the way home.
          The Lama removes a postcard-sized card from his robe and
          hands it to one of his attendants.
          The attendant bows, and RITUALLY PASSES IT... it passes
          through all the attendants and then to JAY.
          Jay gives it a look.

                         JAY
          Here, huh? You're sure?

                         

                         

                         

                         

          81.

                         LAMA
          The only future that ends with life
          begins there.

                         JAY
          I'll take that as a strong "yes."
          Okay, then. Follow me.
          Jay pockets the card and starts herding them across the
          terminal. Kay catches up --

                         KAY
          Where are we going?
          Jay looks at him a beat.

                         JAY
          Omaha. And I'm gonna buy you the
          biggest T-bone you ever saw when we
          get there. So -- you head over to
          the Omaha tube and I'm gonna help
          these guys over here for a second.
          But I'll meet you in a minute. By
          the Omaha tube.
          They stare at each other --

                         KAY
          Sounds good. See you there.
          Kay turns to head off -- then, lightening fast, spins and
          reaches into Jay's pocket, snatches out the card --

                         KAY (CONT'D)
          Omaha, my ass.
          Kay looks at the card: GREETINGS FROM SUNNY FLORIDA -- a
          tourist post card with palm trees, oranges and beaches.

                         KAY (CONT'D)
          Let's go.

                         JAY
          No, no, no. No way. Florida, Kay.

                         KAY
          That's what it says.

                         JAY
          Don't you get it?

                         KAY
          Yeah, it's hot and muggy. The old
          people drive slow.

                         (MORE)

                         

                         

                         

                         

          82.

                         KAY (CONT'D)
          We'll stay somewhere air-
          conditioned and only drive after
          three when they're at dinner.

                         JAY
          This is why you were there. In
          Florida. Because of them. You
          were helping them and that's why...
          that's why you get killed. Today,
          July 16. I saw the report myself.
          Agent Kay, dead at the scene.
          Killed by Yaz.

                         KAY
          You know what an MiB agent calls it
          when he faces death? Besides I got
          you to watch my back, right?
          They walk to the FLORIDA TUBE

                         JAY
          I just want you to know, I'm doing
          this out of love, man.

                         KAY
          Doing what?
          He gets his answer -- Jay DECKS HIM.

                         JAY
          You stay home and stay alive.
          But Kay isn't down.

                         KAY
          I told them I'd help them -- I'm
          honor-bound to do it.
          Kay throws a DIRTY SUCKER-PUNCH to Jay's kidney.
          Jay recovers and throws an UPPERCUT to Kay's solar plexus.
          Jay winces -- like he just hit something hard.

                         JAY
          Damn, you used to have some abs.
          They continue to pound each other. As they trade punches:

                         JAY (CONT'D)
          I can't let you go to Florida.

                         KAY
          I make my own future! Besides --
          I'm younger and stronger than you!

                         

                         

                         

                         

          83.
          They both attempt an identical spin kick at the same time --
          feet collide.

                         JAY
          Bet you're sorry you taught me
          that.
          The fight continues... They're wearing down, circling each
          other...
          And then Kay fakes a left ---

                         JAY (CONT'D)
          You always lead with your--
          But this time Kay connects with his right, knocking Jay down
          hard.

                         KAY
          Had enough yet?
          On Jay -- gasping, spent -- using every last reserve of
          strength to lift himself off that floor.

                         JAY
          I can't let you go -- I love you!
          Jay KICKS KAY SAVAGELY IN THE GROIN. Kay LUNGES AT JAY.
          They CLINCH... it's a stalemate...

                         KAY
          Aw, hell, look at that-- behind you-

                         JAY
          I'm not falling for that.

                         KAY
          I'm not kidding --
          Kay rotates their clinch towards the tube so Jay can see...
          The ARCHANANS -- very cheerfully, benignly hopping into the

          FLORIDA TUBE.
          Jay and Kay share a look -- and both run INTO THE TUBE!

          THROUGH THE TUBES
          Jay, Kay and the Archanans hurtle through the MiB system of
          pneumatic tubes.

                         

                         

                         

                         

          84.
          The Archanans fly through the tubes, relaxed and happy,
          moving gracefully, like fish through water...
          Kay is in perfect controlled tube position -- everything
          clenched, hands by his sides, looking like he's in an "air
          luge"...
          Jay is SCREAMING and ricocheting off the sides of the tube
          like a pinball...
          They shoot SOUTH, passing landmarks of the Eastern
          seaboard...
          Intercut with Jay's face -- blown back like Right Stuff
          astronauts in a G-Force simulator.
          Jay FLAILS towards the Archanans, grabs onto the Lama's robe:

                         JAY
          (yelling over the wind

                         NOISE)
          I have to know -- can I really
          prevent Kay's murder?

                         LAMA
          Yes.

                         JAY
          Oh. Okay, then. Thanks, good to
          hear.

                         LAMA
          But where there was death, there
          will be death.

                         JAY
          What does that mean?
          The Lama smiles and zips ahead through the current. Jay gets
          CLOBBERED by a bend in the tube.

          EXT. FIELD

          Sugar cane workers pick crops next to a GIANT IRRIGATION

          PIPE.
          They look up as SCREAMS DOPPLER THROUGH THE PIPE -- what the
          hell was that?
          We follow the SCREAM...

                         

                         

                         

                         

          85.

          BACK IN THE TUBE
          Jay CONTINUES TO SCREAM --

          TUBE P.A. (V.0.)
          All passengers, prepare to de-tube.

                         JAY
          De-tube?

          TUBE P.A. (V.0.)
          Please make sure all helmet and
          crash suit straps are securely
          fastened.
          On Jay -- no helmet, no crash suit.

                         JAY
          Helmet? No one said anything about

                         A--

          POOP!

          EXT. FLORIDA SWAMP/MANATEE PRESERVE - END OF THE TUBE

          Jay, Kay and the Archanans are launched from the tube like
          human cannonballs...
          The Archanans land gracefully, floating down air currents
          like kung fu masters...
          Kay hits with both feet and rolls...
          Jay face plants into the water.
          Jay looks up -- FIVE MANATEES STARE HIM DOWN. The ALPHA
          MANATEE emits along, lowing manatee song which RESOLVES INTO

                         COUGHING --

                         ALPHA MANATEE
          Sorry, I have something in my
          throat. They went that way...

                         JAY
          Thanks.
          Surrounded by thick brush, trees. Jay staggers out of the
          water, looking beat to hell.

                         JAY (CONT'D)
          Kay? Archanans? Everyone OK?

                         

                         

                         

                         

          86.
          Reveal -- Everyone else looks clean and pressed. Jay looks
          around -- nothing but brush and swamp.

                         JAY (CONT'D)
          Listen, your, uh...
          Arachaness...ness? I don't think
          this here is the way back to your
          planet.
          The Archanans smile and WALK OFF... Jay and Kay follow --

                         JAY (CONT'D)
          Hey wait -- we can't help you get
          home, if you don't tell us how...
          He trails off as they EMERGE FROM THE BRUSH
          And stop dead...

                         JAY (CONT'D)
          Whoa. So that's how you're getting
          home.
          Reveal -- A GLORIOUS SHOT OF THE APOLLO ROCKET
          And they head towards destiny...

          CAPE CANAVERAL - LAUNCH SITE
          Jay and Kay take in the MASSIVE SCENE...
          The huge crowd, the security, the press. HISTORY IN THE

          MAKING.
          T-Minus 30 minutes.

                         JAY
          Okay. So we've got... 30 minutes
          to get past security. Get into
          Mission Control. Reprogram the
          flight path, pull the Astronauts
          off the launch and get them in that
          rocket.

                         KAY
          Well, then. Better get started.

                         JAY
          Weird. I feel like I've been here.

                         (BEAT)
          Okay, I've got a plan to get
          through security. We just need to
          be invisible.

                         

                         

                         

                         

          87.

          YAZ ON HIS BIKE
          Hurtling down the highway on his superfast bike, kicking up a

          HUGE DUSTSTORM...
          He gets STUCK BEHIND AN 18-WHEELER. Yaz REVS -- and SPEEDS

          RIGHT THROUGH THE TRUCK, SPLITTING IT IN HALF.
          Down the CAUSEWAY -- the rocket in the distance...

          EXT. MISSION CONTROL STRUCTURE ENTRANCE

          Heavily guarded by AIR FORCE SECURITY -- people with a lot of
          guns and very little sense of humor.
          And up steps Jay, leading Kay and the Archanans.

          JAY (O.S.)
          'Scuse me... I need to get
          inside... I've got the big man's
          Cadillac... all washed and ready to-
          Before the words are out of Jay's mouth, he's down on the
          ground with a submachine gun stuck in his neck.

                         GUARD
          Move and it's the last thing you
          do!
          The security is on Kay and the Archanans, forcing them down.
          Kay gives Jay a look --

                         KAY
          Good work. It's like we're not
          even here.

                         GUARD

                         (INTO RADIO)
          Sir, this is unit 3 bravo -- we
          have an attempted perimeter breach
          into mission control subhallway
          Charlie. One caucasian, one
          negroid, four... other. Yes, sir.
          We'll hold them here, sir.

                         JAY
          You've got it wrong, let me explain-

                         

                         

                         

                         

          88.

                         GUARD
          Shut up! Anything you have to say,
          you can say to my superior officer!
          And boy does he hate your kind...
          A click... click... click... Someone is approaching. Someone
          who walks like they mean business.

                         GUARD (CONT'D)
          Lt. Colonel! Here are the
          intruders, sir!
          Jay cranes to see the Colonel -- he's African American. Jay
          grins, relieved --

                         JAY
          Finally, someone I can talk to--
          But the Colonel is on him before you can blink, an equal-
          opportunity hardass to the extreme:

                         COLONEL
          The only thing we're gonna talk
          about is what specific breed of
          dumbass you have to be to try to
          penetrate my launch site!
          He begins patting Jay down. Eyes widen --

                         COLONEL
          Weapon! You are going away for a
          long time...
          (to his men)
          Get them into holding. We'll
          interrogate them after the launch.
          A beat... and Jay goes for it:

                         JAY
          Sir, before you do that --- my name
          is Agent Jay. I appreciate your
          position, but I'm from a top-secret
          government agency in charge of
          protecting the world from the scum
          of the universe and right now, on
          behalf of the people of Earth, I.:
          need to commandeer your rocket so

                         THEY--
          (points to Archanans)
          --can board it. Can we count on
          your help?
          The Colonel stares at him for a beat..

                         

                         

                         

                         

          89.

                         COLONEL
          So you want us to stop the most
          massive endeavor in American
          history, an event being watched by
          the entire world, the moment that
          will be the culmination of a
          challenge put to us by President
          John F. Kennedy himself... so a
          bunch of Hare Krishnas can take a
          joy ride?

                         JAY
          Would it help if I told you I'm
          from the future?

                         COLONEL
          Get them out of here!
          He motions to the other MPs, who move to roust the group...
          But the Lama takes the Colonel by the arm--

                         COLONEL (CONT'D)
          Hey!
          --and PULLS HIM INTO HIS AURA.
          On THE COLONEL'S face... He sees something POWERFUL
          The Lama releases him...
          The officer is stunned for a moment. Blinks back into focus
          and turns to the other guards --

                         COLONEL (CONT'D)
          You men are no longer needed here.
          Report to delta gate.

                         GUARD
          Sir?

                         COLONEL
          Go!

                         GUARD
          Yes, sir...
          The Colonel turns to Jay, Kay and the Archanans:

                         COLONEL
          The rest of you, come with me.
          The Colonel heads into the building. They follow.

                         

                         

                         

                         

          90.

                         JAY
          Things change when you can see the
          future, right?

                         COLONEL
          They sure do. This is definitely
          about some next-level shit.
          The PA crackles:

          P.A. (V.0.)
          T-minus seven minutes to launch...

          MISSION CONTROL STRUCTURE - UNDERGROUND HALLWAY
          Mission control is an underground hub with hallway "spokes".
          Jay, Kay and the Archanans follow the Colonel down the
          hallway towards the main Mission Control center.

                         MISSION CONTROL
          A hive of activity leading up to the launch.. Miles and
          miles of white guys in buzzcuts and shortsleeve button-down
          shirts. Thick glasses, slide rules, pocket protectors -- a
          sea of IBM men.
          Everyone smoking, RUSHING AROUND, LAST-MINUTE CHAOS...
          Hunkered over computer monitors... reel-to-reel data tapes
          spinning. Less computing power than an iPhone, but we put a
          man on the moon.

          P.A. (V.0.)
          T-minus six minutes...

                         JAY
          Attention, everyone! We've got a
          change in plans!
          Everyone's consumed with the launch and wearing headsets --
          they ignore him -- he keeps trying --

                         JAY (CONT'D)
          Hey! Attention over here! I need
          to talk to the man who can re-
          program this rocket!
          Still nothing --

                         JAY (CONT'D)
          Can anyone hear me? Hey! You in
          the glasses!

                         

                         

                         

                         

          91.
          25 people in identical giant black plastic glasses turn.

           COLONEL (O.S.)
          Agent Jay! Over here!
          They see the Colonel with an Engineer at a workstation.

                         COLONEL (CONT'D)
          This is your man.
          The guys approach the Engineer --

                         ENGINEER
          You see this card? The rocket's
          flight path is all on cards just
          like this one. Right here --
          He indicates a long metal rack, like a mail-sorting machine,
          that holds many 1000s of cards and feeds them into a
          processor.
          An Archanan approaches and BLOWS ON THE CARDS -- it hits the
          cards like a mini-whirlwind. The cards spiral everywhere
          like bats pouring out of a cave -- chads fly off -- they're
          magically re-programmed! And fly back into the rack.
          The engineers are STUNNED. And then PANIC:

                         ENGINEER (CONT'D)
          The trajectory has been altered!
          A BIG LOW-TECH GRAPHIC APPEARS on the BIG LOW-RES MONITOR:

          TRAJECTORY CHANGE.

                         ENGINEER (CONT'D)
          Abort launch! Abort launch!

                         JAY
          Slow down there! Everyone be cool!

                         ENGINEER
          Coolness is an inappropriate
          response!
          The Engineer flips the SAFETY off a red button marked "ABORT"

                         ENGINEER (CONT'D)
          Aborting in 5...

                         JAY
          No! Stop! Do not abort!

                         ENGINEER

          4...

                         

                         

                         

                         

          92.
          The Engineer raises his ABORTING HAND -- About to slam it
          down in the button!

                         - KAY
          This might help.
          Kay reaches into his jacket, takes out WHAT APPEARS TO BE A

                         NEURALIZER

                         JAY
          What's that? You been holding out
          on me?

                         KAY
          Little something I've been working
          on. Glasses if you've got 'em.
          Jay and Kay put on their glasses...

                         ENGINEER

          2.
          Jay and Kay in sunglasses -- for a moment, it's the iconic
          look of the posters...

                         JAY
          Ha ha, just like old times...

                         KAY
          Oh, and you might want to get under
          a desk.

                         JAY
          Get under a--?

                         ENGINEER
          One!
          The engineers hand comes down... but before he can hit the

                         BUTTON --
          Kay hits the trigger --
          But instead of a FLASH --
          A MILLION PELLETS EXPLODE OUT OF THE NEURALIZER -- bouncing
          everywhere, knocking out the engineers.
          The pellets KEEP WHIZZING EVERYWHERE THROUGH THE FOLLOWING:
          Jay and Kay have to talk over the sounds of people getting
          KO'd.

                         

                         

                         

                         

          93.

                         JAY
          What the hell was that??

                         KAY
          It's a high-velocity non-lethal
          pellet-gun. The boys in the lab
          call it the "hiv-nol-pog."

                         JAY
          Catchy.
          The Archanans deftly step out of the way -- or the pellets
          swerve around them.
          EX RUNS IN, flanked by security and/or MiB agents.

                         EX
          It's Kay! There he is! Take him
          down! Shoot him if you have to!
          EX catches a PELLET TO THE GROIN, crumples.
          The pellets settle... quiet...

          P.A. (V.0.)
          T-minus... Five minutes.
          The engineers start COMING TO, dazed, wondering WHAT THE HELL
          JUST HAPPENED -- Kay and Jay give them a "neuralizer" cover

                         STORY:

                         JAY

                         (TO CROWD)
          What the hell is wrong with you
          people? Raquel Welch comes by for
          a personal tour of Mission Control
          and you faint like a bunch of
          schoolgirls!

                         KAY
          What a waste.

                         ENGINEER
          Raquel Welch was here?

                         JAY
          Five minutes to get to the rocket.
          And keep your eyes open for Yaz.
          They head out.

                         CUT TO:

                         

                         

                         

                         

          94.

          ON THE TARMAC
          With only a few minutes to go, service trucks CLEAR THE
          TARMAC -- dozens of fuel trucks, etc., Driving to get a safe
          distance away from the blast.
          The all SWERVE OUT OF THE WAY
          As one car cuts through them GOING THE OPPOSITE WAY, parting
          the waters -- it's a military jeep -- THE COLONEL at the
          wheel, Jay, Kay and the rest, barely hanging on.

                         CUT TO:

          ASTRONAUT TRANSPORT -- DRIVING
          The apollo astronauts ride across the tarmac towards the
          rocket. The only car. Looking up at that rocket.
          On NEIL ARMSTRONG, practicing:

                         NEIL ARMSTRONG

                         (GRANDIOSE)
          That's one little step that I did,
          one big step for the rest of you...
          Wait, that's not it. Did that
          sound weird to you guys?
          The driver SLAMS ON THE BRAKES

                         BUZZ ALDRIN
          What in Sam Hill is going on?
          Reveal the Jeep, pulled in front of the Astronauts, cutting
          them off.

                         KAY
          No disrespect meant, [major]. I'm
          a big fan. (Especially of the
          haircut.)

                         JAY
          But we've got some bigger fish to
          fry. Hand over the flight suits.
          They start pulling the astronauts off the truck.
          The astronauts protest.

                         JAY (CONT'D)
          Let's go, people. Why don't you
          take one giant leap out of there.

                         

                         

                         

                         

          95.
          They look at Jay and Kay... at the Colonel...

                         COLONEL
          That's right, gentlemen. You need
          to listen to them. We're going to
          protocol twelve.
          The astronauts acquiesce.

                         BUZZ ALDRIN
          I didn't want to get in that death
          trap anyways.

                         NEIL ARMSTRONG
          I'm still getting my parade, right?

                         CUT TO:

          EXT. MISSION CONTROL STRUCTURE ENTRANCE

          The same guards who stopped Jay and Kay are back on duty.
          They hear something -- they draw weapons --
          And it's Yaz. Still looking like evil incarnate. The guards
          take in this unholy picture...

                         GUARD

                         WHAT THE--

                         YAZ
          I want in.
          The guards look at each other --

                         GUARD
          Should we radio the Colonel?

                         GUARD (CONT'D)
          You wanna get yelled at again?
          They wave him by.

                         GUARD (CONT'D)
          Go ahead.

                         LAUNCH PLATFORM
          Kay loads the Archanans into the capsule., Technicians in
          clean suits assist.

                         

                         

                         

                         

          96.
          Jay works like a secret service agent -- scanning for all
          possible threats.
          Jay checks his stop watch -- Four minutes to go...
          Kay works'with the Archanans--

                         JAY
          We good yet, Kay? I don't like
          being out here in the open -- too
          many ways for Yaz to get to you...

                         KAY
          I'm almost there.
          Kay's got them inside, but having problems with the hatch.

                         KAY (CONT'D)
          Hey, tech guys -- get back here and
          help me with the door.

                         TECH
          It's called-a hatch.

                         KAY
          Whatever, just get over here.

                         JAY
          Oh, come on -- what's going on?

                         KAY
          This door is complicated.

                         JAY
          Oh, for...

                         KAY
          What? It's an Apollo rocket, not a
          Plymouth Valiant, OK? It's
          complicated.
          Jay goes over to help Kay with the door.
          They both fuss and fight over the door.

                         JAY
          Lift it. You have to lift it.

                         KAY
          No, I am lifting it. You have to
          hold the lever.

                         

                         

                         

                         

          97.

                         JAY
          No, if I hold the lever, the rubber
          thingie won't... go in the thing
          where the thingie goes...
          Kay notices something in the reflection of the hatch glass.

                         KAY
          Jay... Why do you think a highly
          trained NASA technician would leave
          the back of his suit unzipped?
          They exchange a look that parallels the opening scene in the
          Chinese restaurant...

                         JAY
          Because it's about to go down.
          They turn around, draw weapons on the tech -- it's YAZ!

          NOTE TO READER:
          Welcome to the good stuff
          From here, we launch into a GIANT SET PIECE that will take us
          up and around the Apollo Rocket...
          As Jay and Kay battle Yaz and Devil Girl in a super-high-
          stakes confrontation to protect the Archanans...
           We will pay off that YAZ ISAVIRUS, bentonDESTROYINGTHE
          EARTH to avenge the deaths ofhis brothers --smallpoxand
          bubonic plague.
          The launch clock ticks down -- the action moves around pipes
          breathing fire, the gigantic scaffolding, liquid oxygen
          spewing from the rocket... All on top of a rocket taller than
          a 30-story skyscraper.
          With T-minus 25 seconds to go, Jay and Kay corner Yaz against
          the lunar capsule.

          BACK TO SCENE:
          Yaz laughs at Jay and Kay.

                         YAZ
          You can't stop me! Nothing on
          Earth can stop me!

                         JAY
          Nothing now.
          Yaz raises an eyebrow...

                         

                         

                         

                         

          98.
          Jay draws his NOISY CRICKET -- the gun he brought from the
          future.

                         KAY
          What's that?

                         JAY
          Little something I brought with me.
          Jay points the gun at Yaz -- but Yaz just LAUGHS --
          As the clock ticks down to T-minus 5... 4...

                         YAZ
          Try it! You wouldn't dare! One
          false shot and you'll rip space and
          time!

                         JAY
          That's a chance I'll have to take.
          Jay BLASTS YAZ
          Yaz stumbles BACK INTO THE CAPSULE... The hatch SLAMS him in!
          Just as the ROCKET BEGINS LIFTOFF--

          HUGE FLAMES - HUGE CLOUDS OF SMOKE THREATEN TO ENGULF JAY AND

                         KAY -

                         KAY
          Uh oh --
          But the Archanans surround them with their aura -- where the
          flames and smoke flow harmlessly around them...
          And then it's over...

          BIG VICTORY MOMENT
          As they watch the rocket carry Yaz off...

                         JAY
          We did it, partner. I hope you
          remember this when you recruit me --
          you won't give me such a hard time.

                         KAY
          You know I will.

                         JAY
          Yeah.

                         

                         

                         

                         

          99.

                         KAY
          I guess we'll have to build a
          prison on the moon or something.
          Jay realizes -- grabs Kay --

                         JAY
          Do a better job this time, OK?
          That needs to be one hell of a
          prison. You don't want that guy
          coming back, or I'm coming back.
          Look, once was enough, OK?
          Jay turns to The Colonel --

                         JAY (CONT'D)
          Thank you for your help, sir. Hope
          we don't get you fired.

                         COLONEL
          Not too worried about that.

                         JAY
          Can I ask you -- what did the Lama
          show you in there that made you
          help us? Was it the Earth being
          destroyed?

                         COLONEL
          No -- it was my son. All grown up.
          As a matter of fact, I'm late to
          see him -- I promised I'd watch the
          launch with him.

                         JAY
          Oh. Thanks. He's a lucky kid.

                         COLONEL
          I'm a lucky dad. Take care.
          Jay offers him a handshake. The officer takes it -- and
          pulls Jay into a hug.

                         JAY
          Okay...
          The Colonel leaves. Jay and Kay congratulate each other,
          smile over a job well done...
          But then they see the Archanans... And realize...

                         

                         

                         

                         

          100.

                         KAY
          We're sorry we didn't get you home,
          guys. It was the only way to get
          rid of Yaz.

                         JAY
          But we'll make sure you're safe
          here. And the next rocket out...

                         LAMA
          All is well. You have done well.

                         JAY
          No we didn't. You wanted to go
          home...

                         LAMA
          There is what we desire and what
          must be... And now our gift to
          you...

                         JAY
          Gift? But we didn't get you home.

                         ARCHANANS
          There is the action and there is
          the intention. It is the intention
          we reward.

                         LAMA
          You did the right thing. And if
          humans are capable of such
          sacrifice, such friendship...
          perhaps we ARE already home.

                         JAY
          So then what's the gift?

                         LAMA
          You already have it.
          Jay looks at pong.

                         JAY
          This? Pong?

                         LAMA
          Yes. PONG. The Pan-Galactic
          Ordnance Negation Grid. Agent Kay
          will use this technology...

                         JAY
          To make the missile defense system.
          You use this to save the world.

                         

                         

                         

                         

          101.

                         ARCHANANS
          Yes. Don't drop it.
          They take the PONG and drape it around Kay's neck
          The Archanans leave, chanting...

                         ARCHANANS (CONT'D)

                         (CHANTING)
          Bip... Bip... Bip...
          And it's just Jay and Kay.
          Jay looks at Kay wearing the PONG... just like in the case
          file picture...

                         JAY
          Hey. My watch stopped.
          We see -- a minute to go. Jay looks at the watch. Something
          about it bothers him...

                         KAY
          C'mon. Let's go watch that bastard
          leave the atmosphere.

                         JAY
          Yeah, I'll catch up with you in a
          second.

          KAY GETS INTO THE ELEVATOR
          Jay hangs back, approaches the Archanans, walks them down the
          scaffolding.

                         JAY
          So you guys understand all this
          time stuff, right? So is
          everything going to be okay now? I
          mean, if I saved everything, and
          Yaz is really gone, why am I even
          here? Shouldn't I not have come in
          the first place? And why do I
          still have time left on my watch?

                         UNDERGROUND
          The scaffolding leads Jay and the Archanans into the maze of
          underground hallways.
          Jay walks, looking at his watch, thinking...

                         

                         

                         

                         

          102.
          ,He sees a WALL CLOCK -- 3:59.

                         JAY
          3:59. But Kay didn't get killed
          until...
          And then the AWFUL REALIZATION --

                         JAY (CONT'D)
          He didn't come yet! Kay, he didn't
          come yet!!!
          Jay races to find Kay.

                         WITH KAY
          Unaware that his appointment with death is near...

          WITH YAZ AND DEVIL GIRL
          Racing down a hallway... hunting Kay...

                         WITH JAY
          Running... running... searching... where is Kay?

          INTERCUT BETWEEN KAY... YAZ... JAY...
          All converging on destiny...

                         WITH JAY
          Running... more frantic now...
          And then he sees him!
          Kay -- at the end of the hallway!. Backlit by the door to
          the outside...

                         JAY
          Kay!
          And then Jay sees -- Yazl Already there!
          Jay goes for his weapon, but he doesn't have the shot!
          Yaz pulls his guns...

                         

                         

                         

                         

          103.
          Kay turns to see Yaz -- there's no time to react, only to
          know HE'S ABOUT TO DIE!
          Yaz FIRES!!
          But -- THE COLONEL is somehow there instead! He catches the
          bullet for Kay -- his body dematerializes.
          And it gives Jay the split-second he needs to FIRE ON YAZ AND
          KILL HIM, blowing him OUTSIDE -- where he is INCINERATED BY
          LIQUID OXYGEN leftover from the launch.
          They look at each other -- it's over.

                         KAY
          See? I knew you had my back.
          Jay hears footsteps. Looks up and sees the SHADOW OF A TALL

          MAN -- REMARKABLY SIMILAR TO JAY'S OWN SILHOUETTE.
          As the footsteps approach, the shadow grows smaller,
          shrinking to KID SIZE. It's a boy.

                         KID'S VOICE
          Dad? What's going on?
          The kid steps into the light -- backlit -- but from the shape
          of his head and Jay's reaction, this kid could only be YOUNG

          JAY.

                         JAY
          Where there is death, there will
          always be death. He saved your
          life. He swapped his for yours.
          He saved the world.
          Kay puts a firm hand on Jay --

                         KAY
          I'll take it from here.
          Kay steps away... but turns back.
          In a replay of the moment from the first movie, Jay tosses
          Kay a modern Neuralizer.

                         JAY
          Leave me some memories this time,

          OK?

                         KAY
          Sure, partner. I'll see you
          around.

                         

                         

                         

                         

          104.

                         JAY
          Yes you will.
          Kay turns back to the boy, takes his hand.
          Jay watches them from a distance:
          Kay takes something off the ground where The Colonel's body
          was -- hands it to the son.

                         KAY
          Hey, look -- your Dad wanted you to
          have this.
          Kay gives the kid a shiny new commemorative Apollo key chain.
          Jay looks in his pocket -- the same key chain, scratched and
          worn.

                         YOUNG JAY
          Where is he?

                         KAY
          Your daddy had to go -- he's part
          of the space program, now. He's
          okay, he just had to take a trip up
          to the stars, but you'll be just
          fine. I'll keep an eye on you...
          They are silhouetted by the bright light of the Apollo
          launch...
          Jay takes out his iPhone and ALL GOES WHITE...

          PURE WHITE LIGHT...
          And it resolves into...

          NEW YORK - BACK TO PRESENT DAY...
          Jay comes to in the Apple Store, looks to the sky and

          THE MISSILES ARE STILL COMING!!!

                         JAY
          Noo!!!!
          And then...
          A giant PONG PADDLE rises over the horizon and

          PONGS THE MISSILES BACK INTO SPACE

                         

                         

                         

                         

          105.

          EXT. MIB HQ ENTRANCE/VENTILATION BUILDING

          Jay is walking on air -- thrilled to see the deadpan security
          guard.

                         JAY
          It's good to see you, man.
          He gives him a hug-- gets a "what the hell?" face.

          INT. MIB HQ

          Jay is thrilled to be back -- hugging everyone he can.
          No one else knows what he's talking about -- from their POV
          he never left... It all seems the same except for quick shots
          of Ex the bitter janitor, aged Devil Girl pushing the coffee
          cart...
          Jay bounces through the MiB HQ -- it's just a regular day to
          everyone else, but it's HOME SWEET HOME to Jay.
          He even gives the worm guys a big, gushy hug.
          A crowd of people gathers around Kay, congratulating him on
          winning the Bowling trophy... AGAIN.
          Kay looks up -- SMILES BIG when he sees Jay.

                         KAY
          Alright, everyone, give me and my
          partner here a minute.
          They leave the guys alone. A beat -- and Jay just wraps him
          in THE BIGGEST HUG EVER.

                         JAY
          It's good to see you, man. So
          good. I just... do you remember...
          I mean, do you know what I've been
          through?
          Kay just stares at him.

                         KAY
          You mean, do I remember that you
          travelled back in time to save my
          life and the world? Not bad,
          slick. Not bad.

                         JAY
          No problem. You'd do the same for
          me. I just have one question...

                         (MORE)

                         

                         

                         

                         

          106.

                         JAY (CONT'D)
          When you disappeared... Why didn't
          I forget you when everyone else
          did?

                         KAY
          Well, I don't know exactly.
          Because I was dead. But in a
          quantum reality, objects can exist
          in contradictory states... So
          multiple timelines with varying
          probabilities can exist, and the
          one you're closest to

                         MATHEMATICALLY--

                         JAY
          Oh, you're talking about our
          closeness... you're talking about
          our love... Across timelines!
          You're saying our love will go on!
          Kay swats him away -- but the love couldn't be more clear.
          Jay feels something in his pocket -- the keychain. Takes it
          out.

                         JAY (CONT'D)
          He was a good man.

                         KAY
          Yes he was.

                         JAY
          I'm glad I know that.

                         KAY
          So you travelled back in time, huh?

                         JAY
          Yep.

                         KAY
          Wow. And you didn't change
          anything?

                         JAY
          No.

                         KAY
          You're sure? Because the littlest
          thing can have huge repercussions.

                         JAY
          I was very careful.

                         

                         

                         

                         

          107.

                         KAY
          Good man, good man. Well, let's
          get you a uniform.

                         JAY
          Excuse me?
          We PULL BACK --
          Revealing PRESENT DAY MIB IN ALL ITS KICKASS GRANDEUR.
          Eternally vigilant in the struggle to protect the Earth and
          all its inhabitants...
          And every one of those agents wearing BLUE SUITS WITH SHORTS.

                         JAY (CONT'D)
          Even I can't make that look good.

          FADE TO BLACK.




Men in Black 3



Writers :   Etan Cohen  Lowell Cunningham
Genres :   Action  Comedy  Sci-Fi


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