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                                  PANDORUM




                                 Written by

                                Travis Milloy


                         

                         

                         DEEP SPACE

          A darkness like no other, a silence that is unsettling.
          Sharp pinholes of light show a sea of distant stars across
          the void of outer space. Our own motion is only realized as
          an enormous object slowly moves towards us, taking shape.
          A SPACE SHIP of unimaginable size, a tubular freighter easily
          ten times larger then any aircraft carrier. At first glance
          it appears lifeless and adrift, but slowly the small glow of
          cockpit windows come into view as we move closer.
          Moonlight cuts across the hull, displaying the name; EDEN.

          BOWER (V.0.)
          Where were you... when Eden was lost?
          Like every other kid on my block, I was
          in the middle of a dream, envious of
          those who were chosen to be part of
          mankind's greatest quest. Dreaming of
          the unknown and trying to imagine what
          only the lucky few would encounter.
           We PUSH IN towards the cockpit windows and...

                          DISSOLVE THRU:

          INT. COCKPIT (EDEN) - CONT.

          Inside the flight deck it's ghostly vacant, rows of empty
          flight chairs and numerous guidance computers gently
          blinking. With half filled coffee-cups and jackets hung over
          the seat backs... it appears the control deck has been
          suddenly evacuated.
          Muffled SCREAMS are heard somewhere deeper inside the ship.

          BOWER.(V.0.)
          As the entire world watched in wonder,
          there were only a few, skeptical of the
          journey's success.

                         (BEAT)
          Only a few... who would be right.
          The further we move into the ship... signs of violence
          appear, smears of dark blood sharply standing out on the
          bright white paneling and several broken computer screens.
          The muffled SCREAMS grow louder and clearer... an argument
          between men, panicked rage over-lapping.

                         (CONTINUED)

                         

                         

                         

                         

          2.

                         CONTINUED:
          CAMERA slowly moves past a corner to see the middle-of a
          violent confrontation. One OFFICER is locked inside a sleep
          chamber, banging on the glass and pleading with panic.
          Another OFFICER is on the floor, mortally wounded, his body
          still twitching with his head bashed in. The INSANE OFFICER,
          a young corporal is moving from terminal to terminal, typing
          in commands with a casual and emotionless nature.
          Blood streams have run down his face from both ears and nose
          as he continues to type commands into the flight computer...
          heightening the trapped OFFICER'S muffled,. screams.

                         TRAPPED OFFICER

                         (IN FRENCH)

          STOP IT! STOP FOR GOD'S SAKES! PLEASE!

          GOD NO!
          The INSANE OFFICER hits the final command key and warning
          buzzers ignite with flashing lights. He closes his eyes,
          taking a breath of relief.

                         TRAPPED OFFCIER

                         (IN FRENCH)

          STOP IT! YOU DON'T KNOW WHAT THIS WILL

          DO TO- YOU'RE NOT- STOP! YOU'RE GOING

          TO FUCKING KILL US ALL!
          The trapped OFFICER begins pounding on the glass with a
          crazed panic as the INSANE OFFICER calmly goes to his own
          sleep-pod and climbs inside, sealing the hatch.

          TRAPPED OFFCIER (CONT-D)

                         (IN FRENCH)

          PLEASE GOD! NO! NO GOD DAMMIT!
          Control panels flash and hydraulics ignite. Like a row of
          tumbling dominos, each of the sleep-chamber pods shift
          positions with a SHUSH of hydraulics and then... they are
          launched with a ROAR of micro-jets.

                         CUT TO:

          EXT. SHIP "EDEN" - CONT.

          We're suddenly back into the unsettling silence as... like a
          bee hive that's exploded, thousands of coffin-sized sleep
          pods are ejected from the ship in unison. They are sent
          tumbling into open space in every direction as the ship
          slowly continues its unaffected course.

                         (CONTINUED)

                         

                         

                         

                         

          3.

                         CONTINUED:
          The trapped OFFICER is seen SCREAMING in silence inside his
          own pod.

                         DISSOLVE TO:

          EXT. OUTER SPACE

          We slowly float towards an astroid field. As we grow closer
          it's the sea of sleep pods slowly floating through space.

          BOWER (P.O.)
          Where was I... when I heard we'd lost
          Eden? Just like every other kid on my
          block... I was dreaming... of being one
          who would be chosen to follow.
          As we move closer to the asteroid field of sleep pods, it's
          obvious that time has passed, a single skeleton inside each
          of the pods, hands in a clawing position towards the glass.
          We PUSH IN towards one pod, moving towards the SKULL, still
          locked in a SCREAMING position, wide mouthed and...

                         CUT TO:

          M. HYPER-SLEEP CHAMBER
          A RUMBLE passes... EYELIDS TWITCH... A GASP.
          Inside a coffin-size chamber, a dim glow of light seeps
          through a small glass porthole. A MAN is asleep, a mask
          attached to his face, tubes of liquid feeding into his arms.
          CORPORAL BOWER, military physique, chiseled features. His
          chest lightly expanding, blood pulsating through his veins.
          Lights FLICKER PAST and his body comes to life, muscles
          flinching, breath quickening. He squirms with discomfort,
          ripping away the mask. He gasps, trying to SCREAM.

                         CUT TO:

          INT. SLEEP CHAMBER COMPARTMENT - CONT.

          His scream is muffled under three inches of glass. The hatch
          door is hit with a THUD and white gases erupt from the edges.
          THUD, THUD... THUD! The door bursts open and BOWER scampers
          out, struggling to rip away the feeding tubes. He HITS the
          floor, naked and gasping. His pores ignite, dripping sweat.
          He tries to get to his feet, but his legs wobble underneath
          him, collapsing. He yells at the floor.

                         (CONTINUED)

                         

                         

                         

                         

          4.

                         CONTINUED:

                         BOWER
          Burns are red! Bruises... blue-
          His voice echoes into the dark, alone in a cavernous room as
          he pauses, struggling for orientation. He gets to his feet,
          muscles twitching. His short-cropped hair is... pure white.

                         BOWER (CONT'D)
          Hey...? HEY!!? Someone?
          A constant low RUMBLE is present, joined by the occasional
          MOAN and CREAK of a large ship. A SHUDDER travels through
          the room with a random FLICKER of LIGHTS to reveal...
          A massive steel compartment, tangled with technology. It's
          cold and institutional. High-tech computer terminals slope
          out of the floor. The FLICKER passes, taking us into black.
          We hear him: fumbling through the room, switches are thrown
          with no result and compartments are pulled opened and...
          SNAP! A glow stick comes to life.
          He squints at his darkened surroundings with confusion. A
          drip of liquid catches his eye and he staggers back to his
          sleep pod. He grabs the dangling tubes that were ripped from
          his arm and he sucks on the tube, pulling as much liquid into
          his mouth as possible.
          After a few heavy gulps, he suddenly heaves towards the
          floor. He painfully forces himself to drink, gasping.
          He looks up to notice two sleep chambers next to his own. He
          leans closer with the glow stick to see the first one, the
          name plate reading; 2nd Lt. Cooper. It's EMPTY.
          The third pod's name plate reads; LT. PAYTON. Deep inside
          there is the figure of a man, asleep under a mask.

                         BOWER (CONT'D)
          Payton? Lieutenant... Payton?
          He turns back to his own pod, seeing the name plate that
          reads; CORPORAL BOWER. Even this name doesn't seem familiar.

                         BOWER (CONT'D)
          Bower? Bower...?
          The loss of memory heightens his fear even more as a shiver
          travels through his body while he staggers towards a nearby
          computer terminal. He taps the keys on a computer terminal.
          Nothing. He frowns, leaning closer.

                         (CONTINUED)

                         

                         

                         

                         

          5.

                         CONTINUED: (2)
          As he taps the keyboard, powder blooms out from under his
          fingers. He wipes the surface of the panel to see a thick
          layer of dust. Under the smear is...
          Elysium - Flight Systems - Operation Terminal #87153-D.
          He pulls focus to see... his FINGERS are trembling
          uncontrollably, an odd vibration of nerves. He slowly makes
          a fist with concern.

                         CUT TO:

          INT. STORAGE LOCKER ROOM - MOMENTS LATER

          BOWER walks along a row of storage lockers reading each name
          plate. He stops at the locker labelled; Corp. Bower. He
          pauses, mumbling the name once again with no recognition.

                         BOWER
          Bower.
          He opens the locker to see an assortment of personalized
          belongings, uniform and gear, none of it seeming familiar.
          He uses a towel to wipe off the layer of sweat and oily
          substance coating his body, pausing to see an identification
          tattoo on his forearm that reads: FLT>>005»015.
          He pulls on a black flight suit, emblems and military
          markings of rank on the chest. He pulls on shoes and a tool
          belt with a high powered pen-lamp.
          On the inside of the locker is a emergency manual card with
          block figures displaying breathing and stretching exercises,
          labelled; Hyper-Sleep Disorientation Recovery Procedures.

                         BOWER (CONT'D)
          (reading to himself)
          .in the event of mild memory loss...
          resulting from extended-
          He freezes on... A PHOTO tucked inside the door. EVALON, a
          beautiful young woman smiling towards camera. He stares at
          the-photo, his frown deepening with confusion. He checks the
          back for a name, but nothing. He tucks the photo into a
          pocket and exits.

          DISSOLVE THRU BLACK:

                         

                         

                         

                         

          6.

          INT. SLEEP CHAMBER COMPARTMENT - LATER

          BOWER waves his hand over a sensor... no power. He steps in
          front of a heavy set of steel doors, flipping several
          switches and... nothing.

                         CUT TO:
          BOWER breaks open a storage bin, pulling out beverage packets
          and a cup, taking a seat at the control desk. With Evalon's
          photograph leaned against the console, he becomes lost in a
          gaze as he gulps down nutrient pills and stirs an instant
          coffee as we...

                         PUSH IN
          There is a conflict in his eyes, memories trying to return.

                         FLASH CUT
          An image FLASHES past, EVALON smiling as BOWER kneels next to
          her, gripping her hands.
          BOWER'S gaze remains hollow, frown deepening as he sips the
          cup and... winces with disgust.

                         BOWER
          Faa-uck!
          Distant THUMPS. He pans the pen-lamp across the ceiling and
          toward the sounds... PAYTON'S sleep chamber.
          THUMP, THUMP, THUMP: Muffled and desperate. CRACK! Bower
          jumps back as someone kicks their way out from inside, the
          hatch bursting open. Out climbs...
          PAYTON, a man in his forties, but the rugged physique of a
          man half his age, lean and agile. His military-style hair
          cut is also pure white. Gasping for breath, he hits the
          floor as BOWER tries to help him. PAYTON jerks with shock.

                         BOWER (CONT'D)
          Whoa! Hey... easy! Lt. Payton? You're-
          Sir... whoa!
          PAYTON chokes and gasps, then glances up, giving Bower a once
          over with a frown and a sobering tone.

                         PAYTON
          Who are you?

                         BOWER
          Bower. Corporal... Bower, sir. I'm the-

                         (CONTINUED)

                         

                         

                         

                         

          7.

                         CONTINUED :

                         PAYTON

                         (NOT FAMILIAR)
          Bower?

                         BOWER
          That's right. You're waking from

                         EXTENDED HYPER-SLEEP-

                         PAYTON
          Corporal?

                         BOWER
          Yes, sir. This is disorientation from-

                         PAYTON
          corporal... Bower.

                         BOWER
          Yes. That's right, I'm-

                         PAYTON
          Wanna get that fucking light out of my
          eyes, pal?

                         BOWER
          Sorry... sir.
          PAYTON rubs his face with a frown.

                         PAYTON
          Where... are we?

                         BOWER
          We're aboard the Elysium. From what I've

                         GATHERED-

                         PAYTON

                         (NOT FAMILIAR)
          Elysium...? Where are we?

                         BOWER
          I don't... really know. There's no power
          in the com and I can't even-

                         PAYTON
          Where's the... rest of the crew? It's
          our shift? Our rotation-

                         BOWER
          I believe so.

                         (CONTINUED)

                         

                         

                         

                         

          B.

                         CONTINUED: (2)

                         PAYTON
          Aren't they suppose to be here... to wake
          us?

                         BOWER
          Sir... I don't know where anyone is.
          PAYTON takes breaths, trying to regain his senses, glancing
          around at their darkened surroundings.

                         PAYTON
          Hit the lights, will ya?

                         BOWER
          Ah... we're having some power problems-

                         PAYTON
          Who woke you up?

                         BOWER
          Umm, not sure. It had to have been the
          flight computer. There's no one here...
          (off his look)
          .except us.

                         PAYTON
          Cold in here.
          BOWER grabs him a towel and water container, turning back to
          see PAYTON doesn't waste any time, stretching his limbs.

                         BOWER
          There's no power coming off the main
          grid. Can't fire any of the...
          (searching for word)
          Dynos. Can't even open the doors.
          PAYTON glances to the other empty sleep-chamber with a frown.

                         BOWER (CONT'D)
          (off his look)
          Our 2nd Lieutenant? I don't know where
          he is. It was empty when I woke up.
          None of the systems are on-line.
          Mainframe is down, so I don't know how or
          why it engaged independently-

                         PAYTON
          Bower .

                         BOWER
          Yeah?

                         (CONTINUED)

                         

                         

                         

                         

          9.

                         CONTINUED: (3)

                         PAYTON
          Until I have two coffees you're just
          gonna have to repeat all this shit, so
          let's just idle here for a bit.

                         BOWER
          Sorry. I just- Just glad to see you
          awake. i was... a little concerned. I
          didn't know what to do if-
          PAYTON gets to his feet, stumbling. BOWER catches him under
          the arm as they stagger into the wall.

          BOWER (CONT`D)
          Easy... Lieutenant. Easy.

                         PAYTON
          Coffee?

                         BOWER
          I'm on it.

                         PAYTON
          Good man.
          BOWER helps him to the locker room as LIGHTS FLICKER past.

                         CUT TO:

          INT. STORAGE LOCKER ROOM - MOMENTS LATER

          PAYTON staggers along the row of storage lockers as BOWER
          helps guide him with the flashlight beam. PAYTON pauses with
          a frown as he glances across the name-plates, none of them
          seeming familiar. BOWER gestures toward the locker, the name-
          plate reads: LT. PAYTON.

                         BOWER
          This is you, sir.

                         PAYTON
          How do you know that?

                         BOWER
          1 It's... the name on your sleep pod, sir.
          PAYTON opens the door to see his belongings inside, a photo
          of WIFE (MARIANNE) inside the door. He stares at it with
          utter confusion. BOWER takes this in, looking to the memory
          recovery card inside the locker.

                         (CONTINUED)

                         

                         

                         

                         

          10.

                         CONTINUED:

                         BOWER (CONT'D)
          it says that the memory loss is only
          suppose to be a momentary loss that's-

                         PAYTON
          Very reassuring. I guess when you gamma
          the brain into extended REM, sometimes it
          can take a while to get it back.
          PAYTON pulls on his flight uniform and squeezes his feet into
          his shoes. BOWER notices the identification tattoo on his
          forearm, partially obscured from view;
          FLT>>00... (obscured by grime, hair and angle). Unlike his
          own, PAYTON'S tattoo is faded with age.

                         BOWER
          I've been awake for at least an hour and
          I still can't remember my... anything.

                         PAYTON
          Listen, the last time I crawled out of a
          hyper bunk, it took me... quite a while
          to get it all back.
          BOWER holds his frown as PAYTON squeezes his finger into a
          wedding ring.

                         BOWER
          What was... your last flight, sir?

                         PAYTON

                         (BEAT)
          Don't recall. The Kuiper Belt odyssey?
          Don't worry, it'll come back, eventually.
          PAYTON kisses the photo of his wife.

                         PAYTON (CONT'D)
          I've gone through this before. I just
          can't remember why I would agree to do it
          again.
          PAYTON goes to close his locker and BOWER motions with a
          serious tone.

                         BOWER
          Sir? I know this is going to sound
          strange, but do you even know where we're
          going? I can remember the training,
          but... not the mission. Know the
          procedures, not the... destination.

                         (CONTINUED)

                         

                         

                         

                         

          11.

                         CONTINUED: (2)

                         PAYTON
          I figured you'd tell me.

                         BOWER
          Didn't even know the ship's name until I
          saw it-on the console. For all I know
          this was another damn training exercise-

                         PAYTON
          Trust me, it's not. if this is a
          simulation...
          PAYTON notices both of their reflections off the mirrored
          panel inside the locker... revealing their WHITE HAIR.

                         PAYTON (CONT'D)
          Someone is taking the joke a little far.
          He shuts the locker and they exit, the flashlight's beam
          panning away, taking us into darkness.

                         CUT TO:

          INT. SLEEP CHAMBER COMPARTMENT/CONTROL DESK - LATER

          BOWER and PAYTON are standing at the control console, the
          screens flickering with distortion. BOWER hands him a coffee
          and PAYTON takes a sip... with a wince of disgust.

                         BOWER
          None of the activators are working.

                         PAYTON
          Figures. We can ride two hundred
          thousand tons of space freighter across
          the galaxy without a dent in the hood,
          but can't get one good cup of coffee.
          PAYTON flips a few switches with no result of power.

                         BOWER
          Without the mainframe, we can't connect.
          I don't know how we'll ever be able to-
          PAYTON is in his element at the control desk, flipping open
          an emergency auxiliary-power panel. He snaps open a handle
          and he forcefully gives it several rotations with a MOAN of
          whirling magnetos. The hand-crank allows a dim glow of
          electricity to the light panels.

                         BOWER (CONT'D)
          Oh, I- didn't even think of that.

                         (CONTINUED)

                         

                         

                         

                         

          12.

                         CONTINUED:
          PAYTON gives him a look with a grin and flips a switch.

                         PAYTON
          Payton on the con. Respond? This is Lt.
          Payton of flight Team...? Shit-

                         BOWER
          Five.

                         PAYTON
          Five? How do you know that?
          BOWER pulls up his sleeve, exposing his tattoo ID. PAYTON
          nods, "good thinking."

                         PAYTON (CONT-D)
          Lt. Payton of Flight Team Five. Does
          anyone copy? Anyone... respond? Anyone
          awake up there?
          Dead static.

                         BOWER
          Team Four suppose to be here for the
          shift rotation. Where could they be?

                         PAYTON
          Fucking teamsters. Maybe they couldn't
          get to us.
          BOWER eyes the third empty sleep-chamber.

                         BOWER
          Where could he have gone?
          PAYTON gazes off blankly. A RUMBLE of FLICKERING LIGHTS pass
          and the computer screens slowly fade, going black.

                         PAYTON
          The power systems must be free-floating
          off blown circuits or something. The
          over-ride grid won't even lock in.

                         BOWER
          Whatta ya think?

                         PAYTON
          I think we need to find a deck of cards
          and call the union.
          Distant THUMPS are heard overhead and they freeze... watching
          the ceiling with uncertainty.

                         (CONTINUED)

                         

                         

                         

                         

          13.

                         CONTINUED: (2)

                         BOWER
          Somebody... is up there.

                         PAYTON
          Hmm. Ventilation... maybe. Systems keep
          re-booting after each surge. That could
          be anything.
          THUMPS fade as the ship eerily MOANS and CREAKS.

                         PAYTON (CONT'D)
          I say we get out of here. I'd rather be
          up and out then stuck in the trunk.
          The room is blocked by the two heavy steel doors on either
          end, security doors ten feet wide. PAYTON leads the way
          towards one end, gesturing towards the doors.

                         PAYTON (CONT'D)
          We're not far from the bridge but without
          the circuits locked in... I don't know
          how we could ever get this thing open.
          As they approach, their flashlight beams pan across the door
          to see jagged chips and scratches all along the edges. Tools
          are scattered on the floor, the control panel ripped open.

                         BOWER
          Jesus. Somebody was trying to get out.

                         PAYTON
          Ironic. I think it was built to protect
          us.

                         BOWER
          (gesturing to the third pod)
          Well, he got out... some how.
          A RUMBLE approaches... another SHUDDER that FLICKERS the
          lights. They watch the ceiling as BOWER counts in his head
          as it fades.

                         BOWER (CONT'D)
          Cycle is broken.

                         I

                         PAYTON
          What?

                         BOWER
          It's not circuitry. Reactor timing is
          off-set in the core. Seems sporadic, but
          it's not. Each revolution decreasing
          before starting over from the beginning.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          14.

                         CONTINUED: (3)

                          BOWER (CONT'D)
          It's trying to reconnect, but it won't
          until it's reset.

                         PAYTON
          How the hell do you know that?

                         BOWER
          I dunno. I can't remember my own- but I
          know everything there is to know about
          that damn reactor.

                         PAYTON
          The training stuck.

                         BOWER
          And I know that...
          Another SHUDDER approaches.

                         BOWER (CONT'D)
          That's twelve revolutions, before
          recycling. And this one will only last-
          As they watch the ceiling, their flashlight beams stop on a
          small ventilation shaft that's been ripped open. They
          exchange a look and...

                         CUT TO:

          INT. VENTILATION SHAFT - MOMENTS LATER

          Their lights spill inside an endless steel shaft only a foot
          and a half in diameter, leading into darkness.

                         PAYTON
          Now if we only had a monkey and a rope.
          PAYTON climbs down as BOWER rotates his jaw with eagerness.

                         BOWER
          Our 2nd Lieutenant must have gone this
          way. Don't you think?

                         PAYTON
          Must have.

                         BOWER
          It's the only way out.

                         PAYTON
          I think we're better off... waiting here-

                         BOWER
          For what? If the mainframe is off-line-

                         (CONTINUED)

                         

                         

                         

                         

          15.

                         CONTINUED :

                         PAYTON
          We're not going to be able to get to the
          bridge or even be able to open that door
          from the other side-

                         BOWER
          But we can at least find out what's

                         HAPPENED-

                         PAYTON
          Do you remember just how big this ship
          is, kid? We don't know where that will
          come out, if at all-

                         BOWER
          But, we can at least try to-

                         PAYTON

                         (SOBERLY)
          I can't do that.

                         BOWER
          Can't do... Sir?

                         PAYTON
          Listen, I have to take a handful of
          Doxitol just to get in the hyper-bunk.

                         BOWER
          You're... claustrophobic?

                         PAYTON
          I can take a lot, that's not one of 'em.

                         BOWER

                         (BOLDLY)
          I can take it.

                         PAYTON

                         (SIGH)
          Real boy scout, is that it? You get lost
          in there and you're a footnote in the

                         FLIGHT REPORT-

                         BOWER
          You can guide me... over two-way.
          PAYTON eyes him over with reluctance.

                         BOWER (CONT'D)
          You know there's something wrong. How
          long can we wait in here before we have
          to try something?

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          16.

                         CONTINUED: (2)

                          BOWER (CONT'D)
          (gesturing to 2nd Lt pod)
          How long did he wait?
          Silent stare as a SHUDDER passes, flickering the lights.

                         BOWER (CONT'D)
          What if no one else is awake and there's
          no one at the wheel?

                         CUT TO:

          INT. STORAGE LOCKER ROOM - MOMENTS LATER

          They dig through compartments, collecting tools. BOWER puts
          on a boom-mic, clips the radio on his belt and tests the
          transmitter. PAYTON goes through a drawer of office
          supplies, handing him an ENVELOPE OPENER.

                         PAYTON
          Just in case...
          (off his look)
          .there's mail you need to open quickly.
          BOWER tucks it into a zipper pocket and his photograph falls
          out. PAYTON watches as he tucks it back in and zips up.

                         PAYTON (CONT'D)
          Wife...?

                         BOWER
          Yeah... I think so.

                         PAYTON
          Must be newlyweds. How can you forget
          something like that?

                         BOWER
          What do-you remember? Anything yet?

                         PAYTON
          Some pieces.

                         (EYES NARROWING)
          Still a little fuzzy but you're the cocky
          little shit who wanted the window seat?

                         BOWER
          And you're the cranky old bastard who
          made me take the aisle.

                         PAYTON
          Give it some more time, pal.

                         CUT TO:

                         

                         

                         

                         

          17.

          INT. VENTILATION SHAFT - MOMENTS LATER

          BOWER squeezes inside, pushing himself forward several feet
          as PAYTON peeks inside behind him. With one last look, BOWER
          holds the pen-lamp in his teeth and begins to crawl, pushing
          himself forward on his stomach, only several inches at a time
          in a rhythmic motion.
          Grunt, slide, breath. Grunt, slide, breath.
          PAYTON'S flashlight slowly fades from sight.

          DISSOLVE THRU BLACK:

          INT. VENTILATION SHAFT - LATER

          Slowly the sound approaches...

                         1
          Grunt, slide, breath. Grunt, slide breath.
          BOWER'S pen-lamp slowly emerges and he pauses to catch his
          breath. With anxiety shown across his sweat coated face, he
          squints down the endless shaft.

                         BOWER

                         (GASPING)
          Dammit.
          PAYTON'S voice crackles over the radio.

          PAYTON (ON RADIO)
          How we doing?

                         BOWER
          Nothing yet. Christ, not a single vent
          opening or- Nothing. How about on your
          end?

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON is seated at the control desk, the light panel fading.
          He hand-cranks the auxiliary handle and then continues
          tapping the keys as they flicker with distortion.

                         PAYTON
          Power surges keep coming across in longer
          increments, just like you said.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          18.

                         CONTINUED:

                         PAYTON (CONT'D)
          I'm gonna keep trying to get inside and
          run a dyno. Or at least try to get a
          pizza delivered.

                         CUT TO:

          INT. VENTILATION SHAFT - CONT.

          BOWER frowns as he squints down the shaft.

                         BOWER
          Hey?
          BOWER quickly pushes himself forward reaching an intersection
          in the shaft.

                         BOWER (CONT'D)
          Got an intersection here.

          PAYTON (ON RADIO)
          What are the choices?
          The light pans to endless shafts in each direction. He SNAPS
          a glow stick to life, letting it drop down the vertical
          shaft... silently into nothing.

                         BOWER
          A whole lot of the same... nothing.

          PAYTON (ON RADIO)
          If you're gonna take a turn let's keep
          track. That way you can get back if
          there's no way out.

                         BOWER
          Don't say that.
          BOWER lowers his head, breathing heavily.

          PAYTON (ON RADIO)
          If you haven't seen anything yet... maybe
          you should head back now.
          BOWER sets his jaw and suddenly spots a SPIDER, gently
          dropping down from a string of web. It lands and quickly
          scurries away.

                         BOWER
          (under his breath)
          I'll be damned.
          BOWER collects himself, a tightened jaw of determination.

                         (CONTINUED)

                         

                         

                         

                         

          19.

                         CONTINUED:

                         BOWER (CONT'D)
          I'm taking a left. Make a note.

          PAYTON (ON RADIO)
          Left it is.
          BOWER turns the corner to follow the spider's path, the glow
          of the lamp slowly fading.

                         DISSOLVE THRU:

          INT. SLEEP CHAMBER/CONTROL DESK

          A wall of monitors FLICKER, only offering a quick glance of
          surveillance cameras on the ship, images too quick and
          distorted to recognize but resembling empty corridors and
          vast cargo compartments.

                         I
          PAYTON looks to the name plate that reads Elysium and a small
          emblem above it, a global shape with a spiral design.

                         PUSH IN
          As he stares at the emblem, it seems memories are returning,
          a frown hardening on his face.
          Distant THUMPS snap him from his trance and he pans his
          flashlight towards the wall.

          THUMP... SCRAPE... THUMP.
          He nervously pans his light slowly up the wall and across the
          ceiling. A shiver of uneasiness goes through him as he sits,
          trapped within the room alone. He tries to divert his fears,
          turning to the control screen, giving the hand-crank a whirl.

                         DISSOLVE TO:

          INT. VENTILATION SHAFT - LATER

          Pitch black. Grunt, slide, breath. Grunt, struggle, breath.
          BOWER pauses, digging for his lamp. He's soaked with sweat,
          eyes nearing desperation. Pipes are cutting through the
          shaft on both sides, making his crawl space even smaller and
          much more difficult.

                         BOWER

                         (GASPING)
          Payton?
          Nothing but STATIC.

                         (CONTINUED)

                         

                         

                         

                         

          20.

                         CONTINUED:

                         BOWER (CONT'D)
          Payton!? Do you copy!? HEY!?
          Finally...

          PAYTON (ON RADIO)
          (filled with static)
          I'm here. You alright?
          BOWER rubs the sweat from his eyes, anxiety increasing with
          his heavy breathing.

                         BOWER
          I dunno. I dunno if I can- I can't tell
          if I'm going in circles or- There's
          nothing to- Can't breath-

                         PAYTON
          Easy, pal. Breath easy. Listen to me-
          BOWER squirms, pushing outward against the walls of the shaft
          with an increasing panic.

                         BOWER
          I just want... to stand up for God's
          sakes! Can't breath-

          PAYTON (ON RADIO)
          Calm down. Listen, you gave it a shot.
          Let's get you back here.

                         BOWER
          Back!? Are you kidding- I can't turn
          around! I can't even- Do you know how
          far I've gone!?

          PAYTON (ON RADIO)
          Take it easy-
          BOWER bangs the wall of the shaft with desperation.

                         BOWER
          I just want OUT of this FUCKING THING!

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON is helpless, listening as BOWER is heard on the radio
          starting to FREAK OUT.

                         (CONTINUED)

                         

                         

                         

                         

          21.

                         CONTINUED:

                         PAYTON
          Bower? BOWER!? Stop it. Stop it!
          Just listen to me. Put it out of your
          head. Stop moving and breath. Listen to

                         MY VOICE-

          BOWER (ON RADIO)
          I can't... breath!

                         PAYTON
          Put your mind somewhere else-

          BOWER (ON RADIO)
          Like WHERE!?

                         PAYTON
          Well... this may not be the best time to
          tell you, but I got the door open.

                         I

                         CUT TO:

          INT. VENTILATION SHAFT

          BOWER freezes in shock.

                         BOWER
          WHAT!? Are you fucking kidding me!?

          PAYTON (ON RADIO)
          Yeah. I'm kidding you.
          BOWER lowers his head with exhaustion and a chuckle.

          PAYTON (ON RADIO) (CONT'D)
          There ya go. Now just breath. Easy,
          pal. Easy. We'll get you through this.
          We'll figure this out together. Hear me?
          I do remember something.

                         BOWER
          What's that?

          PAYTON (ON RADIO)
          My dream. On the way out. Real doozy.
          There I was at the Rose Bowl game. Naked
          and everyone was drunk but me. Spent two
          years looking for clothes. Long fucking
          Rose Bowl game.
          BOWER chuckles, his breathing growing more steady.

                         (CONTINUED)

                         

                         

                         

                         

          22.

                         CONTINUED :

                         BOWER
          Dream like that, sounds like you've got
          some... guilt issues.

          PAYTON (ON RADIO)
          Or just... clothing issues.

                         BOWER
          Two years?

          PAYTON (ON RADIO)
          Huh?

                         BOWER
          You said two years. You think we've been
          asleep for two years?

          I PAYTON (ON RADIO)
          I do remember that being our duty
          rotation and... if we're team five that
          means we've been out for...

                         BOWER

                         (HAUNTING REALIZATION)
          .eight years.
          BOWER pulls the photo from his sleeve pocket, shining the
          flashlight onto Evalon's image.

                         BOWER (CONT'D)
          (under his breath)
          That can't be right.

          PAYTON (ON RADIO)
          What can't be?

                         BOWER
          Why would I-leave her? I can't even
          remember saying good-bye. Why would I?

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON ponders the thought while gazing at the ship's emblem.

                         PAYTON
          Well, you aren't here on default. This
          was a select pick. This flight was...
          different.

          BOWER (ON RADIO)
          Different... how?

                         (CONTINUED)

                         

                         

                         

                         

          23.

                         CONTINUED:

                         PAYTON
          We're not just doing speed laps on the
          belt. This was something... special.

                         CLOSE UP
          PAYTON gently rubs his hand across the emblem carved in the
          steel, brushing away the layer of dust as his finger tips
          TREMBLE. He pauses with a frown as a SHUDDER approaches...

                         CUT TO:

          INT. VENTILATION SHAFT - CONT.

          The SHUDDER is felt inside the shaft, EVALON'S photo
          trembling under the flashlight beam.

          PAYTON (ON RADIO)

                         1
          I remember... being interviewed. My
          mother seeing me on the news. This
          flight was... like no other. We weren't
          just pilots...
          BOWER looks up, shining the light down the shaft as the
          SHUDDER fades. He pauses to see small bolts protruding from
          the wall, small pieces of ripped fabric and smears of blood.

          PAYTON (ON RADIO) (CONT-D)
          We were... heroes. We were-

          BOWER (INTO RADIO)
          Someone's been through here.

          PAYTON (ON RADIO)
          What?
          He pushes himself closer, squeezing between pipes for a
          closer look..

                         BOWER
          Someone's been...
          BOWER notices the droplets of sweat dripping off his chin are
          rolling forward across the shaft floor with a frown.

          BOWER (CONT" D )
          Wait a second-

                         PAYTON
          What's wrong?

                         BOWER
          I'm... I'm at an angle! Shit!

                         (CONTINUED)

                         

                         

                         

                         

          24.

                         CONTINUED:
          BOWER panics as he begins to slide forward into a downward
          sloping shaft, clawing at the walls. The flashlight falls,
          rolling and sliding into the darkened abyss. He frantically
          tries to grip a pipe, but his hand slips, picking up speed.

          BOWER (CONT`D)
          No, no... N00000!
          He slides head first into a vertical drop, the shaft
          tightening like a funnel, crushing his lungs and SLAM! He
          crashes into a steel grate where his flashlight lays. It's a
          nightmarish head stand, his neck twisted with all his weight
          on top of himself, squirming with no where to squirm.

          PAYTON (ON RADIO)

          BOWER!?
          The flashlight falls through the grate and he watches in
          horror as the light drops, fading from sight, taking him into
          darkness.

                         BOWER
          Aaaaeirrrgh!

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON quickly leans toward the console, gripping the radio.

                         PAYTON
          Bower!? What happened? Bower!?
          All he can hear is the muffled, panicked struggle. The
          RUMBLE of a power surge approaches.

                         CUT TO:

          INT. VENTILATION SHAFT

          Pitch BLACK. BOWER squirms, twisting and heaving inside the
          steel vise deathtrap. GASP, GASP, GASP! And then...
          The RUMBLE approaches. A SHUDDER that sends a domino effect
          of metallic CLANKS towards him from below. Small shafts of
          light break through as small vents open in the side walls.
          His fingers dig the envelope opener from his pocket as the
          RUMBLE fades, CLANKING the vents shut just as...
          He stabs the envelope opener into an open vent. Metal bends.
          He begins to BANG his elbow against the vent, over and over.

          BANG! BANG! BANG!

                         (CONTINUED)

                         

                         

                         

                         

          25.

                         CONTINUED:

          PAYTON (ON RADIO)
          Bower!? Answer me!
          BANG, BANG... BASH! He breaks the vent and kicks until he's
          able to push his legs through, into darkness, scrambling.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON is on the edge of his chair, pressing the speaker to
          his ear.

                         PAYTON
          Bower...!?
          Through the static comes a HOWL of victory.

                         BOWER
          I'm... out! I'm-
          PAYTON breathes a heavy sigh of relief.

                         PAYTON
          Jesus, don't scare me like that! Where
          are you?

                         CUT TO:

          INT. STORAGE BIN

          BOWER snaps a GLOW STICK to life to see himself inside a
          small box-shaped bin, kneeling on top of dozens of BOOTS.

                         BOWER
          I'm- I'm inside a boot locker!

          PAYTON (ON RADIO)
          A what!?

                         BOWER
          I'm inside a God damn-
          He shoves outward and the door SNAPS open. He falls out,
          flips through the air and SLAMS to the floor, an IMPACT on
          the radio sends...

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          A POP of static erupts over the speaker.

                         (CONTINUED)

                         

                         

                         

                         

          26.

                         CONTINUED:

                         PAYTON
          Bower...? You alright? BOWER!?

                         CUT TO:

          INT. STORAGE COMPARTMENT - CONT.

          BOWER painfully gets to his feet to see rows of storage
          compartments, looking up to the storage bin he fell out of.

                         BOWER
          Make that an overhead compartment. You
          with me, Payton? I got out. Hear me?
          He checks the transmitter, crackling with static.

                         CUT TO:

                         I

          I INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON adjusts the frequency with concern.

                         PAYTON
          Bower? Do you hear me? Bower...?
          Nothing but STATIC.

                         CUT TO:

          INT. STORAGE COMPARTMENT - CONT.

          BOWER digs into a storage bin, finds another flashlight and
          goes to a single paneled hatch. He flips the switch and
          .nothing. His eyes quickly search for a solution.

                         CUT TO:

          INT. STORAGE COMPARTMENT/CORRIDOR -- MOMENTS LATER

          A panel is BUSTED open and BOWER jabs a pipe into the gap,
          forcing the door open. SHUSH... the hydraulic pistons ignite
          and the hatch slides open with an echoing... THUD!
          He cautiously steps out into...

                         FOLLOW THRU:

          INT. CORRIDOR - CONT.

          His beam of light stabs into the darkness of the massive
          corridor. This is our first sense of the enormity of the
          ship, endless steel ribbed passageways that stretch in both
          directions as far as the light will illuminate.

                         (CONTINUED)

                         

                         

                         

                         

          27.

                         CONTINUED:

          BOWER (INTO RADIO)
          Payton? You there...?
          He cautiously ventures down the corridor as LIGHTS FLICKER
          past, getting a quick glimpse of just how incredibly far the
          corridors run. He steps up to an intersection of corridors,
          adjusting the frequency on his radio.

                         BOWER (CONT'D)
          Payton? Can you hear me!?
          Dead static. He sighs, looking down each of the corridors,
          all appearing identical and endless.

                         BOWER (CONT'D)
          Which way is which?
          I He examines the piping that runs along the ceiling, checking
          the direction of the valves and guesses, picking a direction.
          He walks to the edge of the next corridor and pauses with a
          frown. Glancing down the side corridor, fifty yards away,
          something is off. Within the symmetrical framing of steel,
          there is a rounded shape that is out of place.
          Be cautiously steps closer as the object takes the shape
          of... a MAN, standing at the edge of a doorway, head slightly
          cocked, peeking out.

                         BOWER (CONT'D)
          Hey...!?
          BOWER freezes, caught in a silent stand-off, the MAN'S
          motionless stare is unsettling.

                         BOWER (CONT'D)
          Hello...?
          A low RUMBLE approaches as LIGHTS FLICKER past to reveal...
          The MAN'S face, hauntingly contorted, swollen features. The
          MAN is dead, hanging from a cable around his neck, naked and
          gutted like an animal, his feet hanging an inch off the
          floor. His face is brutally beaten.

                         BOWER (CONT'D)
          Jesus... Christ. Jesus-
          BOWER back pedals with fear and confusion as distant THUMPS
          make him quickly click off his light and he backs away,
          fading into the dark. His whisper fades.

                         (CONTINUED)

                         

                         

                         

                         

          28.

                         CONTINUED: (2)

                         BOWER (CONT'D)

                         (PANICKED)
          Payton...? Are you there? Answer me.

          FADE THRTJ BLACK :

          INT. SLEEP CHAMBER/CONTROL DESK - LATER

          PAYTON is pacing back and forth while switching his radio
          transmitter through the channels, one at a time.

                         PAYTON
          Bower? You there?

                         (CLICK)
          Com'on, man. You there?

                         (CLICK)
          Bower:?
          The familiar sound slowly returns overhead...

          SCRAPE... THUMP... SCRAPE.
          The "sounds" are heard, muffled and now closer then before.
          With the flashlight leading the way he explores into a corner
          of the room, tangled with pipes.

          SCRAPE... THUMP!
          Something is just beyond the wall, trying to get in. PAYTON
          back pedals, searching for any form of a weapon. He SNAPS
          the handle off a storage bin, wielding it like a baseball bat
          as he slowly back pedals to the control desk.
          He continues his search across the radio channels, keeping
          his eyes toward the corner as... his FINGERS on the switch
          seem to be TREMBLING with more intensity.

                         PAYTON (CONT'D)
          Bower? Can you hear me?

                         (CLICK)
          Bower? Answer me, God dammit.

          DISSOLVE THRU BLACK.

          INT. MESS HALL - LATER

          SHUSH... THUD! BOWER forces open a single paneled hatch door
          and cautiously enters into an institutional style mess hall.
          Hundreds of lunch tables and chairs. Random SPARKS of light
          erupt from neon lights overhead.

                         (CONTINUED)

                         

                         

                         

                         

          29.

                         CONTINUED:
          As he moves across the massive room, the neatly lined rows
          gradually become more dishevelled, chairs knocked over and
          unknown liquid dripping from the tables. Garbage litters the
          floor, a dim glow of light emerging from the galley.
          He crawls along the edge of the counter and peeks inside the
          galley, horribly ran-sacked. In the midst of the wreckage, a
          darkened FIGURE is seen scavenging through the cupboards,
          angrily tossing empty containers aside.
          The FIGURE pauses, sensing a presence and glances back as...
          BOWER ducks. He contemplates, pulling out the envelope
          opener and slowly peeks back out and...
          POW! He's HIT in the face, blood spraying, slamming onto his
          back. The pen-lamp and envelope opener spin across the
          floor. BOWER tries to get up and he's grabbed by the hair, a
          blade pressed against his neck.

                         I
          A woman's voice growls into his ear, in German.

                         NADIA
          Keine Bewegung!

                         BOWER
          What-!?
          He tries to look up and... CRACK! Instant swelling over his
          eye from a hit. She kicks the envelope opener away.

                         NADIA

                         (GERMAN ACCENT)
          Don't move!

                         BOWER

                         (DAZED)
          Wait a second-

                         NADIA
          Don't you move MOTHER FUCKER!
          She quickly pats him down, stealing tools. All he can see is
          her bare feet, blackened from oil. He frowns to see her toe-
          nails painted with bright pink polish.
          NADIA, a torn jump suit, snarled hair hiding her face, skin
          smeared with oil. A beautiful woman underneath an
          apocalyptic smear of grunge. Her hair is pure white, high-
          lighted with smears of oil.

                         BOWER
          Wait- I'm part of the crew! I'm-

                         (CONTINUED)

                         

                         

                         

                         

          30.

                         CONTINUED: (2)
          CRACK! A hit silences him and the forceful frisk continues.
          She pauses to see Evalon's photograph, throwing it aside. He
          grabs the photo and she shoves the blade deeper into his
          neck.

                         NADIA

          DON'T FUCKING MOVE!

                         BOWER
          I won't! Please! Just listen- I'm not-

                         NADIA
          Take them off!

                         BOWER
          What!?

                         NADIA
          SHOES! I'll gut your ass-

                         BOWER
          Alright, alright! Take it easy!
          He begins to remove his shoes and the radio on his belt
          suddenly CRACKLES with activity.

          PAYTON (ON RADIO)
          Bower? You there-?
          BOWER lunges and they go into a violent spin, crashing over a
          table. Dishes clatter, gasps and grunts... only glimpses of
          the fight through the flicker of light.
          CRACK! BOWER'S hit, sent flying and he looks up to see her
          silhouette approaching, edged weapon in her hand.

                         BOWER
          Stop! Stop it! Listen to me! Hold it!
          she attacks and he frantically throws dishes and chairs to
          fend her off. She throws the blade, the blunt end deflecting
          off his forearm.

                         BOWER (CONT'D)
          You crazy fucking bitch-
          He wields the only weapon he can find... his shoe. And her
          attack abruptly halts, slowly back pedalling with fright.
          BOWER is confused, realizing her eyes are looking past him.
          A BLUISH GLOW seeps in from the doorway, approaching from the
          corridor. He looks back to see NADIA is running for the
          kitchen... gone.

                         (CONTINUED)

                         

                         

                         

                         

          31.

                         CONTINUED: (3)

                         BOWER (CONT'D)

                         SHIT-
          He ducks below the tables as a FIGURE slowly enters the room,
          carrying a long steel spear-like device with a splinter of
          blinding BLUE FIRE on the tip, fueled with a chemical sprayer
          like a welder's torch.
          His obstructed view reveals the FIGURE as a tribal warrior,
          scantily clad, elongated muscular frames, pale skin coated in
          hydraulic fluid. Bald head with clumps of tangled hair. It
          moves smoothly and silently, jabbing the tip of the flaming
          device into each corner and crevasse, as if flushing out
          anything hidden.

                         BOWER (CONT-D)
          (under his breath)
          What the hell is-
          The FIGURE quickly spins his direction and SNAPS a lever on
          the spear-device, killing the blue flame and taking us
          instantly into darkness.
          BOWER holds his breath with fright, back pedalling on his
          knees as his eyes try to adjust to the dark. He takes an
          uneasy breath to realize... there is more then one.
          Slowly moving out of the shadows, four more HUNTERS slowly
          emerge, like a unified pack on the prowl. They carry an
          assortment of crudely made weapons, spears and blades of
          sharpened metal.
          The apparent leader of the pack is HEFLIN, the largest and
          strongest of the group and he directs the pack with an
          assortment of odd vocal sounds, deep HISSES from the throat
          and gargled CACKLES.
          On command, the one HUNTER flips a lever and the BLUE FLAME
          crackles back to life with a burst of flammable liquid. The
          hunt continues, the pack weaving through the debris,
          following NADIA'S path.
          As the BLUISH GLOW fades, BOWER is left bewildered and
          terrified. Suddenly, his radio sounds...

          PAYTON (ON RADIO)
          Is that you!? Bower--
          BOWER frantically flips it off as one of the HUNTERS suddenly
          turns back.

                         E
          WEASEL, a small framed hunter searches the area like a
          hunting dog, sniffing the spot.

                         (CONTINUED)

                         

                         

                         

                         

          32.

                         CONTINUED: (4)
          On closer examination, WEASEL is coated with war paint and
          decorative scars marking his skin.

                         BOWER POV
          The only clear view is off an overturned bowl that shows
          WEASEL'S face, oddly contorted in the rounded reflection.
          WEASEL is headed directly for BOWER until.., a HISS from
          HEFLIN calls him back. WEASEL takes one last look before
          turning back, the torch fades from view, taking us into
          black.
          We hear... BOWER'S breath, heightened gasps of fear as he
          begins to crawl away.

          DISSOLVE THRU BLACK:

          I INT. OFFICER'S QUARTERS - LATER


                         I
          Pitch black. Sounds of the ship surround us along with the
          occasional FLICKER of LIGHT. A whispered conversation
          between BOWER and the radio slowly comes into ear-shot as we
          find him, hidden beneath a console.

          PAYTON (ON RADIO)
          (muffled with static)
          .with that marking, she's got to be
          part of the passenger manifest. Possibly
          a glitch in the LFS support system, a
          breakdown in the main grid must have
          woken passengers, instead of the flight
          crew.

                         BOWER
          But, why would she try to kill me!? She
          was going to slit my throat! And why
          would they look like that?

          PAYTON (ON RADIO)
          Look like what?

                         BOWER
          You should have seen these guys. They
          were... a very fucked up looking gang.
          Why the hell would they be-- Payton,
          they were hunting.
          BOWER gives himself a shiver as he fearfully checks over his
          shoulder, eyes shifting with fear.

          PAYTON (ON RADIO)
          Hunting!?

                         (CONTINUED)

                         

                         

                         

                         

          33.

                         CONTINUED:

                         BOWER
          They sure-as-shit weren't a welcoming
          party from the Promenade deck! These
          guys were... looking to do some damage.

          PAYTON (ON RADIO)
          Take it easy-

                         BOWER
          We've got to try to contact the bridge.

          PAYTON (ON RADIO)
          You're assuming there is someone on the
          bridge.

                         BOWER
          You're not!? We're not the only ones
          awake. Team Four wouldn't go back to
          sleep without waking us for rotation.
          Maybe they're on the main deck?

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON goes to the doors, coated with desperate scrapes and
          dents.

                         PAYTON
          If they're in there... why haven't they
          thrown the security hammer into lock
          down? Seal and freeze it until the
          emergency units wake?

                         BOWER
          Maybe they can't. With the systems
          kicking on and off- Maybe they're flying
          blind, with no control of the LFS?
          PAYTON eyes the scattered tools across the floor and the
          ripped open ventilation shaft.

                         PAYTON
          Either way we can't assume help will be
          coming. On-board or off. Out here,
          there is no rescue. There is no turning
          around. This thing wasn't even built...
          .to return.
          He pauses off the involuntary memory relapse, looking to the
          I computer screens, taking in the thought.

                         (CONTINUED)

                         

                         

                         

                         

          34.

                         CONTINUED:

                         BOWER
          What are you talking about?
          PAYTON glances across the control console, nodding with more
          memories returning.

                         PAYTON
          This is no regular transport. We're not
          out collecting data off the belt or
          hauling cargo... we are the cargo. It
          was a single launch trajectory for...
          That's as far as his memory allows, his words trailing off.

                         CUT TO:

          INT. OFFICER'S QUARTERS - CONT.

          BOWER completes his thought, in a daze.

                         BOWER
          .Tanis. Planetary processing and
          population. We're a settler's vessel.

                         (HAUNTING REALIZATION)
          Elysium. This was a one-way ticket.
          BOWER'S gaze goes distant as...

                         FLASH IMAGE
          Another place, another time, BOWER leans closer on a bed,
          watching EVALON sleep. There is a a deep love in his eyes.

                         BOWER (CONT'D)
          (under his breath)
          How could I have... left her? Why would
          I have done that? I loved her...
          BOWER snaps out of his trance.

                         BOWER (CONT'D)
          Payton!? Where is your wife?

                         PAYTON
          What?

                         BOWER
          We didn't leave them behind. No one did.
          They're on this flight! Remember the
          recruitment.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          35.

                         CONTINUED:

                         BOWER (CONT'D)
          The fucking breeding tests- The wives,
          the husbands- The- She's on this God
          damn flight!

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL, DESK

          PAYTON is remembering, eyes widening with the realization,
          not completely at ease with the thought.

          BOWER (ON RADIO)
          They're here. Somewhere on board.

                         CUT TO:

          INT. OFFICERS QUARTERS

          With a new energy of determination, BOWER crawls out of his
          hiding place, panning the light to reveal the compartment, an

                         I
          officer's living quarters. The room is designed in a
          circular shape, angling up the wall at a ninety degree angle.
          He quickly begins to search for tools and weapons.

                         BOWER
          I've got to find her... before those
          fucking animals do! I've got to-
          BOWER ransacks the compartments, tossing aside items.

                         BOWER (CONT'D)
          Try to think of where they would be? A
          sleeping compartment for non-service

                         PERSONNEL OR-

                         PAYTON
          Hold it, hold it! Think about this for a

                         SECOND

                         BOWER
          What's there to think about!? I
          remember! There was thousands of
          passengers that weren't part of the
          development team. Families that-

                         PAYTON
          No, listen to me! LISTEN! You know how
          big this ship is and there's no way of
          knowing exactly where- If you go on some
          wild goose chase to try to find her-

                         BOWER

          I HAVE TO-

                         (CONTINUED)

                         

                         

                         

                         

          36.

                         CONTINUED:

                         PAYTON
          And then we would be no closer to getting
          out of this situation with even less time
          to regain control of the ship.
          BOWER stews, wanting to retort, his mind is racing.

                         PAYTON (CONT'D)
          Our job is to obtain control of this
          ship. Once we've taken control of the
          systems, finding them would be easy. Are
          you hearing me? We save the ship... we
          can save them all.

                         BOWER
          But... how do we-
          I r PAYTON
          Where are you?

                         I

                         BOWER
          (panning the light)
          I dunno. Officer's quarters, somewhere
          above D-level, I think- I don't-

                         PAYTON
          I can guide you. Find out where you are.
          Hatch marker. Over the door.
          His flashlight finds one of the hatch doors and he climbs up
          the slanted wall to read the marker.

                         BOWER

          D-71643-L.

                         PAYTON
          Take it.
          Climbing up the angled furnishings, he searches for any
          available weapon. He notices a mantel that displays several
          antique astrological and navigation devices. He spots an
          antique pistol. He breaks the glass, grabbing the gun, but
          it crumbles under his grip, falling to pieces.
          He sighs, but pauses to see... because the furniture is
          angled, his light spots a hiding spot underneath the desk.
          He pulls out a silver flask, bone dry. He reaches further,
          pulling out an unusually shaped weapon, much like a sawed-off
          shotgun with rounded edges. He snaps open the hand-crank
          I lever and gives a forceful whirl. A slow MOAN of magnetos
          causes the weapon's lights to dimly come to life.

                         (CONTINUED)

                         

                         

                         

                         

          37.

                         CONTINUED: (2)
          He climbs upward to an open hatch in the ceiling as we...

                         ANGLE ON
          In the foreground, there is a small fish tank, completely dry
          with a tiny fish skeleton laying on the bottom.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON spins the hand-crank, allowing the computer screen to
          glow brighter. He quickly works the keyboard, pulling up a
          diagram of the ship.

          PAYTON (INTO RADIO)
          Alright. I'll lay out a path for you and
          see if we can by-pass the main security
          doors.

          BOWER (ON RADIO)
          Guide me to where?

                         PAYTON
          Back toward the flight decks. Back to
          me.

          BOWER (ON RADIO)
          I'm not coming back to you. What good
          would that do? I can't open that door
          from the other side--

                         PAYTON
          What chance have you got out there on
          your own? We'll figure out a way to
          breach the command bridge-
          A power surge sends a SHUDDER and FLICKERING LIGHTS past...

          FLICKER CUT TO:

          INT. CORRIDOR - CONT.

          The same shudder of FLICKERING LIGHTS passes BOWER as he
          looks down the endless stretch of corridors, pondering.

          PAYTON (ON RADIO)
          Bower...?

                         BOWER
          Listen... if you can get me to the
          reactor bay. I can... reset the
          reactor's cycle.

                         (CONTINUED)

                         

                         

                         

                         

          38.

                         CONTINUED:

          PAYTON (ON RADIO)
          You know how to do that?

                         BOWER

                         (MASKING UNCERTAINTY)
          Yes. If I can... we can take control of
          the ship. Open the doors, lights, get on
          the bridge. You got a better suggestion?

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON'S fingers slide across the blueprints, jotting down
          hatch numbers and markers leading to the REACTOR BAY.
          SOUNDS are heard in the walls... THUMP, THUMP, THUMP.
          PAYTON is too focused on the job at hand to acknowledge them.

                         CUT TO:

          INT. CORRIDOR INTERSECTION - LATER

          The flashlight emerges from the dark as BOWER reaches an
          intersection, checking the marker and gasping for breath.

                         I BOWER

                         (GASPING)
          Third crossing. Marker D-5381-X.

                         PAYTON
          Okay. Hold up. I don't want you to go
          too far down that lane. Just catch your

                         BREATH AND-

                         BOWER

                         (GASPING)
          I don't need a rest. Which way?

                         PAYTON
          I don't know vet. Hold on-
          BOWER backs to the wall, nervously scanning the corridor,
          struggling for breath.
          In the background a SHADOW moves at the end of the corridor.

                         I
          Feeling uneasy, BOWER slowly backs into a nearby compartment.

          I FOLLOW THRU:

                         

                         

                         

                         

          39.

          INT. INFIRMARY - CONT.

          BOWER looks across the wreckage of what was once an
          infirmary, slash marks and battle scars from bladed weapons.
          Through the wreckage he spots... what appears to be a WINDOW.
          The haze of outer space and an odd-colored MOON are visible.

                         BOWER
          (under his breath)
          Eden.

                         CUT TO:

          INT. SLEEP CH.A.MBER/CONTROL DESK

          PAYTON suddenly leans forward in his chair, memory sparked.

                         PAYTON
          What did you say?

                         I

          BOWER (ON RADIO)
          The Eden.
          PAYTON nods, memories returning as he mumbles the name.

                         PAYTON
          Of all things to remember, why would you
          pick that?

                         CUT TO:

          INT. INFIRMARY

          BOWER climbs through the debris towards the apparent window,
          but it's pretty far up a slanted wall and he begins to climb.

                         BOWER
          I'm just thinking, maybe there's
          something we haven't considered. Eden
          failed... because of ODS syndrome. The
          one officer who was suffering from
          Pandorum. Cabin Fever. Maybe there was
          something similar with one of the earlier

                         TEAMS-

                         PAYTON
          No, no, no. You're talking about- Eden
          was lost because of a mechanical failure,

                         I
          simple as that. A systems malfunction.
          BOWER pauses his climb, looking up towards the "apparent
          window", inside what appears to be a bluish moon, dotted with
          craters. He eagerly continues his climb, growing closer.

                         (CONTINUED)

                         

                         

                         

                         

          40.

                         CONTINUED:

                         BOWER
          That was the report... but don't you
          remember the story of the one flight
          officer... the real story? They say he
          went lunar, launched the entire ship,
          five thousand people killed with the flip
          of a switch. All from a bad case of
          cabin fever-?

                         PAYTON
          spook story, along with a million others.
          Eden was mechanical failure, not human
          error. A. glitch... that was remedied way
          before we ever-

                         BOWER
          And why did they switch the rotation
          shifts from three years to two? And they
          eliminated the manual over-ride-

                         PAYTON
          They did that for obvious reasons, not
          because of Eden.
          BOWER pauses... within reach of the window only to realize it
          was an illusion. A glass compartment door left slightly ajar
          was reflecting a circular light panel, smeared with oil to
          give the illusion of craters. His shoulders drop in defeat.

                         BOWER
          Well, at least we didn't wake up...
          floating away in a coffin.

                         PAYTON
          (under his breath)
          Who says we didn't?
          BOWER climbs down, peering out into the corridor.

                         BOWER
          Something happened to the other team?
          Maybe there was... Pandorum.
          BOWER looks to his own hand, cradling the weapon... his
          FINGERS gently TREMBLING. He makes a fist and shakes his
          hand, firmly grabbing the weapon.

          I BOWER (CONT'D)
          Which way?

          PAYTON (ON RADIO)
          Left at the third marker. Two more
          levels down and we're there.

                         (CONTINUED)

                         

                         

                         

                         

          41.

                         CONTINUUED : (2)
          BOWER heads down the corridor, making a turn as...

                         ANGLE ON
          A shadowed FIGURE steps into view, slowly following his path
          into darkness.

                         DISSOLVE TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON is lost in thought as he watches the computer screens
          slowly fade with power. He grabs the hand-crank lever, but
          pauses to hear the sounds are returning, muffled and distant.

          THUMP, SCRAPE... RATTLE.
          He turns his light towards the ceiling and wall, which almost
          seems to silence the sounds. The crackle of the radio snaps
          him from his thoughts...

          BOWER (ON RADIO)
          This can't be right-

                         PAYT ON
          What's wrong?

                         CUT TO:

          INT. CORRIDOR

          BOWER is crouched in the corridor, panning his light down the
          corridor with shifting eyes of confusion.

                         BOWER
          Have I done a circle or am I doubling
          back?

          PAYTON (ON RADIO)
          Why do you say that?

                         BOWER
          I've seen this before. This-
          We follow his flashlight to reveal... a BODY tangled in a
          wire snare. It appears to be the same dead body he witnessed
          before, but as he steps closer, it's different. This body
          has ripped clothing and isn't gutted.
          It's... SHEPARD, a thin-framed man in a torn crew uniform,
          tangled in a wire snare wrapped tightly under his arm and
          around his neck.

                         (CONTINUED)

                         

                         

                         

                         

          42.

                         CONTINUED:

                         BOWER (CONT'D)
          a different one. There's booby-traps,
          rigged to the-
          SHEPARD'S eyes POP open wide with a terrified expression,
          completely silent until BOWER sees him. BOWER jumps with
          fright and SHEPARD wildly squirms, SCREAMING bloody-murder.

                         SHEPARD

          AAAAEEEE IH !
          His SCREAMS echo down the corridor, desperately fighting
          back, like an animal caught in a trap.

                         BOWER
          Stop it! Jesus, I'm not gonna- SHUT-UP!

                         SHEPARD

          NO! PLEASE!! AAAERRGH!
          BOWER hits him in the gut, knocking the air from his lungs.
          SHEPARD crumbles, wheezing for air, going silent.

                         BOWER

                         (ANGERED WHISPER)
          I'm not gonna hurt ya! Just shut the
          hell up! I'm gonna get you out of this
          thing. But, you have to be quiet,
          understand?
          SHEPARD'S gaze is hollow and disturbed, deeply traumatized.
          BOWER pulls on the wire that's rigged to the hydraulics of a
          nearby doorway, SHEPARD moans.

          PAYTON (ON RADIO)
          Bower, you sure that's a good idea? He

                         COULD BE-
          SNAP! The wire snare snaps free and SHEPARD goes to the
          floor gasping. BOWER kneels over him to help, but SHEPARD
          erupts with a shriek, like a hyper-sensitive rape victim.

          PAYTON (ON RADIO) (CONT'D)
          Watch yourself!
          BOWER hesitates, the flashlight reveals SHEPARD'S
          identification tattoo through the ripped uniform and blood-
          soaked bandages. It reads; FLT//006//017

                         BOWER
          He's... team six. The unit that's
          suppose to follow us. He's-

                         (CONTINUED)

                         

                         

                         

                         

          43.

                         CONTINUED: (2)
          As BOWER tries to wipe away blood, SHEPARD erupts again,
          trying to scamper away from his touch.

          BOWER (ON RADIO) (CONT'D)
          Quiet! I'm not gonna hurt you!
          SHEPA.RD begins to moan, mumbling and weeping as he rubs
          circulation back into his limbs with nervous laughter.

                         BOWER (CONT'D)
          Hey? You with me? You're gonna be
          alright. Hear me?
          Squinting past the glare of the flashlight, SHEPARD notices
          BOWER'S clean uniform and the radio boom on his chin. He
          begins to weep, tears of joy and agony.

                         SHEPARD
          Shepard, Thomas L. Team Six. Sector
          Eight. I think I'm the only one, sir. I
          knew it. I knew you'd be coming.

                         BOWER
          Huh?

                         SHEPARD
          Where's the rest of your squad?

                         BOWER
          Squad? My Lieutenant and I were the-

                         SHEPARD
          Where's the shuttle?

                         BOWER
          Shuttle? What are you talking about?
          SHEPARD'S expression drops.

                         SHEPARD
          Aren't you the... retraction team? The

                         RESCUE-

                         BOWER
          No, no. Hold on. I'm from this crew.
          I'm from Team Five.
          SHEPARD'S face goes pale, eyes going hollow. His demeanor
          slowly begins to shift.

                         SHEPARD
          You... just woke up?

                         (CONTINUED)

                         

                         

                         

                         

          44.

                         CONTINUED: (3)

                         BOWER
          six... maybe eight hours ago. I had to
          crawl all the way from the upper deck

                         THROUGH THE-
          SHEPARD seems bitterly impatient as he quickly begins
          gathering his tool's off the floor. His eyes watch the end of
          the corridor, now he's in a hurry.

                         SHEPARD
          So... you don't have a fucking clue to
          what's happened? Is that it?

                         BOWER
          That's what we're trying to figure out!
          Tell me- what happened!?

                         I SHEPARD
          (chuckle of disgust)
          You know as much as I do.

                         BOWER
          I don't know anything.

                         SHEPARD
          You'll fit right in.
          i SHEPARD feels along the pipes until he finds one leaking oil.
          He vigorously begins to rub the oil onto his body.

                         BOWER
          What are you doing?

                         SHEPARD
          Get the scent off.

                         BOWER
          What ! ?
          SHEPARD rubs oil across his neck and then goes to check the
          corner, wrapping a strap around his fist to secure a
          screwdriver into his hand.

                         SHEPARD
          I can't help you. I'm sorry.

                         BOWER
          Help.me? Wait a second-

                         SHEPARD
          They go off scent and sound as far as I
          can tell and they're a lot fucking
          stronger and faster they you'd think.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          45.

                         CONTINUED : (4)

                          SHEPARD (CONT'D)
          When they come... run. Don't look back,
          no matter what.

                         BOWER
          They- Who the hell are they!?

                         SHEPARD
          I can't wait for you.
          BOWER is bewildered as SHEPARD poised like a sprinter,
          preparing to run.

          PAYTON (ON RADIO)
          Bower, you tell this asshole the chain of
          command and a direct order to-

                         BOWER
          God dammit, WAIT! You're still an
          officer of this ship and at present time,
          your CO is ordering you to-

                         SHEPARD

                         (SCOFF)
          ordering? For your information, there's
          a new CO on board. So fuck you and your

                         DRESS BLUE-
          BOWER shoves him against the wall with force. Their struggle
          i freezes as distant THUDS are heard down the corridor. They
          both look to see... the GLOW of BLUE TORCFE'S growing.
          SHEPARD begins to tremble, backing away. BOWER sets his jaw,
          stepping out into the corridor and slowly cranks the power-
          lever... with a WHINE of magnetos, raising the weapon.

                         SHEPARD (CONT'D)

                         (TERRIFIED WHISPER)
          That's not going to help you.
          SHEPARD runs as BOWER hesitates, holding the gun towards the
          GLOW that grows brighter, HISSES and CACKLES approaching.

                         PUSH IN
          Fear over comes BOWER.

                         BOWER
          Payton...?

                         1

          PAYTON (ON RADIO)
          Get the hell out of there.

                         (CONTINUED)

                         

                         

                         

                         

          46.

                         I CONTINUED : (5)
          BOWER turns and runs, trying to follow SHEPARD as SHADOWED
          HUNTERS move past the end of the corridor.

                         CUT TO:

          INT. FILTRATION COMPARTMENT - MOMENTS LATER

          BOWER has a difficult time trying to keep up as SHEPARD
          weaves through a compartment filled with filtration units and
          a maze of piping.
          BOWER spots a clear path but BUMPS into glass. He realizes
          the compartment is separated by thick glass dividers. He
          changes directions and sees SHEPARD crawling through a vent.
          He tries to follow as... a BLUE TORCH moves past the doorway,
          bare feet running across steel. A collection of HISS and
          CACKLES grow louder.
          BOWER crawls under piping to hide. He notices the activation
          lights on his weapon fading... and he quietly tries to give
          the energy lever a few turns... but the WHINE seems too loud.
          He spots SHEPARD twenty feet away, hidden behind a console.
          I They exchange a look and SHEPARD angrily waves him away.

                         SHEPARD

                         (MOUTHING)
          Don't follow me! I can't help you-
          SHANK! A wire noose SNAPS tight around SHEPARD'S neck. Much
          like a pole and wire rig used to wrangle alligators, the wire
          is released from the rig and SHEPARD bursts into a wild
          frenzy, trying to run while on a thirty foot long leash. The
          wire loops and tangles around the piping as...
          HUNTERS move in from every direction, blades whirling.
          SHEPARD'S SCREAM intensifies as the HUNTERS huddle over him.
          BOWER viciously cranks the energy lever on the weapon and
          climbs out of his hiding place as... SCREAMS intensify
          within the brutal attack as the HUNTERS begin to feed.
          SEEPARD'S neck is twisted far enough to SNAP!

                         BOWER

                         FUCKING BASTARDS-
          I BOWER raises the gun towards the back of the lead hunter,
          only fifteen feet away. He pulls the trigger and rusted
          metal SCREECHES! Jammed.

                         (CONTINUED)

                         

                         

                         

                         

          47.

                         CONTINUED:
          He panics, grabbing the gun with both hands, checking for a
          safety switch and... KA-WHAP! The weapon discharges a
          tremendous BLAST of energy off to the side.
          -The weapon is designed to destroy biological and organic
          material, but for safety precautions, it's unable to
          penetrate man-made materials like lead, glass or steel. It's
          unable to puncture the ship's hull.
          The energy blast is an electrical discharge that CRACKS like
          lightening and echoes like thunder. The blast HITS the side
          of the wall with a deafening RIPPLE of aftershocks,
          shattering anything fragile and knocking over anything not
          fastened down within a thirty foot radius. This little thing
          packs a punch.
          The HUNTERS turn towards BOWER, the lead hunter turning to
          reveal itself as...
          } HEFLIN, a muscular-frame larger then the rest, skin
          glistening with a layer of hydraulic fluid along with tribal
          I scars and distorted war paint. His eyes hidden under shadow.
          He slowly lifts his shoulders while lowering his head, much
          like the fluid motions of a reptilian predator.
          BOWER frantically cranks the energy lever and raises it
          toward HEFLIN, completely unaffected by the threat. He
          squeezes the trigger and...
          KA-WHAP! The gunshot is THUNDEROUS, HITTING the unseen glass
          divider between them. The safety glass absorbs the blast,
          sending a SHUDDER through the hull.
          HEFLIN barely flinches, stepping closer with a HISS. Off his
          command, the HUNTERS take chase, swarming in every direction,
          searching for a route around the glass divider.
          BOWER runs for his life.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          PAYTON jumps to his feet, eyes darting across the flickering
          monitors, gripping the radio.

                         PAYTON
          Bower!? BOWER!? Answer me God Dammit!
          All that is heard is GARGLED STATIC and PANICKED BREATHING.

                         I

                         CUT TO:

                         

                         

                         

                         

          48.

          INT. CORRIDOR - CONT.

          BOWER is running like a madman, ricochetting off doorways and
          tripping over pipes in the darkness.

                         BOWER
          They got him! They fucking ripped him
          apart! They're-

          PAYTON (ON RADIO)
          Don't look back! Hear me? Just go! GO!
          BOWER finds an open corridor and sprints as...
          Blades SCRAPE across metal, Blue.torches ROAR, HISSES echo.
          BOWER gasps heavily, hyper-ventilating as he catches glimpses
          of HUNTERS on his trail and running parallel in adjacent
          corridors, closing in with unnatural agility and speed.

                         BOWER

                         (GASPING)
          They're everywhere! They're-
          I He runs through a doorway and a thin metal strip HITS him in
          the legs... SHANK! Wires SNAP and HYDRAULICS MOAN. Hitting
          the booby-trap at full speed causes the wire to rip out of
          the door frame and...
          BOWER tumbles as the wire loops around his leg and he FALLS
          off the edge of a loading shaft, into an open elevator shaft
          that drops into darkness.
          The wire tightens and he's swung by the foot back into an
          open corridor, two floors below, like a demented base-jumper.
          He SLAMS into the ceiling and spins wildly over the open
          shaft as his transmitter falls all the way to the bottom
          exploding on IMPACT.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          The radio STATIC instantly changes to a HISS. PAYTON looks
          to the meters... signal gone.

                         CUT TO:

          INT. CORRIDOR

          BOWER grabs the wall to stop from spinning and frantically
          pulls on the wire around his leg as it rips through his skin.

                         (CONTINUED)

                         

                         

                         

                         

          49.

                         CONTINUED:

                         BOWER
          Aaaargh!
          Footsteps are heard approaching overhead. On the floor below
          him are his weapon and flashlight. He stretches for the
          gun... too far from his reach.
          The flashlight is "on", illuminating the area. He pushes off
          the wall and reaches for it... fingers touching, but unable
          to grab it.
          The GLOW of torches grows in the loading shaft and BOWER
          pushes off, reaching for the flashlight. Unable to retrieve
          it, instead he pushes it... into the open loading shaft. It
          drops all the way to the bottom as...

                         ANGLE ON
          HUNTERS step up to the edge of the shaft, looking down to see
          the flashlight fall from sight...

                         ANGLE ON
          BOWER swings back, grabs the wall and freezes.

                         ANGLE ON
          The HUNTERS hear the flashlight HIT the bottom of the shaft
          and then slowly double back. Torches fading.

          ANGLE ON/CLOSE UP
          BOWER'S face fills with blood as he hangs upside down, trying
          to catch his breath. His grip is weakening as he looks up to
          see... a shadowed FIGURE crouched with a spear in hand,
          leering at him from the shadows, approaching. With no time
          to defend himself and no where to go...

          SCREECH!
          The cable is violently tugged from above, jerking BOWER
          upward, pulling him away from the wall. He spins wildly
          trying to grab back onto the wall as...

          SCREECH!
          The cable yanks BOWER upwards with enough force to hit the
          ceiling and swing toward the open shaft. His fingers claw at
          the wall as he's literally being reeled in like a fish. He
          sees the FIGURE charging with a bladed spear. He's knows
          he's done for and...

                         (CONTINUED)

                         

                         

                         

                         

          50.

                         CONTINUED: (2)
          SNAP! The wire is slashed, BOWER breaks free hitting the
          floor as the cable is jerked up and out of sight.

                         ANGLE ON
          The silhouettes of the HUNTERS on the ledge, several levels
          above, inspect the loose cable and after a HISS, they turn
          back, fading into the shadows.
          BOWER lays on his back, squirming in the tangled wire as the
          FIGURE hovers over him, spinning a bladed weapon in his hand.

          BOWER (CONT' D )
          Please... don't- Please, listen-
          The FIGURE slashes BOWER'S sleeve, rips away the fabric and
          looks at his identification tattoo.
          BOWER quits squirming as the FIGURE leans closer into the
          light with a curious frown.
          TANAKA, a Japanese man in ripped and modified clothing.
          Unlike the awkward gauntness of the HUNTERS, he has a full-
          framed, hard-edged physique and soft brown eyes.

          TANA..KA
          Japanese- No Subtitles

                         BOWER
          What...?

                         TANAKA
          Japanese- No Subtitles

                         BOWER
          I don't understand. I- I don't speak-
          TANAKA jabs a finger into the emblems on BOWER'S uniform.

                         TANAKA
          Japanese - No Subtitles

                         BOWER
          I'm sorry. I don't- Do you... speak
          English?

                         TANAKA
          Japanese- No Subtitles
          They share a nod and an awkward silence, BOWER still eyeing
          the razor sharp weapon in his hand and not wanting to move.

                         (CONTINUED)

                         

                         

                         

                         

          51.

                         CONTINUED: (3)

                         BOWER
          Thanks. Thanks for... that.
          TANAKA is dead pan. BOWER flinches as TANAKA picks up the
          energy gun and then... flips it over, handing it back to him.
          BOWER cautiously accepts as he climbs to his feet.

                         TANAKA
          Japanese- No Subtitles

                         BOWER
          I'm sorry. I don't...

                         TANAKA
          Japanese- No Subtitles

                         BOWER
          I don't know what you-
          TANAKA jabs the emblem on his uniform and presents his own

                         F
          identification tattoo that reads: AGR//812//673.

                         TANAKA
          (matter of factly)
          Japanese - No Subtitles.

                         BOWER
          You're with... agriculture!? Jesus...
          Listen, I'm not-
          TANAKA jabs the emblem on BOWER'S chest, taps his tattoo.

                         TANAKA

                         (BLUNTLY)
          Japanese- No Subtitles

                         BOWER
          Yes! I know! I'm with the flight crew!
          But, I don't know what's happened! I

                         CAN'T-
          Another jab.

                         BOWER (CONT'D)

                         (BITTERLY)

          I'M NOT IN CHARGE HERE!!

                         I
          Realizing louder doesn't mean clearer, BOWER sighs at his own
          idiocy. TANAKA nods, but with obviously no clue what was
          1 just said. They stare at one another in silence.
          TANAKA hands him a flashlight. BOWER does his best charades,
          gesturing to himself and pointing to the ship.

                         (CONTINUED)

                         

                         

                         

                         

          52.

                         CONTINUED: (4)

                         BOWER (CONT-D)
          Listen, I'm going to find out what went
          wrong... with the ship.

                         TAANAKA
          Shee-ip?

                         BOWER
          Yes, I'm going to the reactor to try to-

                         TANAKA
          Ree-actoh?

                         BOWER
          Right. It doesn't really matter- You
          should stay put. Or go back to your
          compartment sector- Wait for the
          security systems to engage. Okay? We're
          gonna take care of this problem.
          Dead pan.

                         BOWER (CONT'D)
          Okay?
          BOWER slowly backs away and TANAKA follows. BOWER stops,
          I eyeing his numerous bladed weapons.

                         I

                         BOWER (CONT'D)
          No. Listen, you should stay. Wait
          here... for the systems to- Alright?
          Stay!
          TANAKA frowns as BOWER backs away, gesturing. BOWER reaches
          the next intersection and looks back. TANAKA is gone. He
          continues down the corridor as LIGHTS FLICKER past.

                         FLICKER THRU:

          INT. SLEEP CHAMBER/CONTROL DESK - LATER


          BANG! BANG! BANG!
          PAYTON is coated with sweat, viciously pounding on the locked
          doors with a heavy pipe. It's obviously having no effect and
          he collapses with exhaustion and frustration.

          !

                         PAYTON

          GOD DAMMIT!
          He.lowers his head and slowly... the "SOUNDS" return.

          RATTLE.. SCRAPE... THUMP.

                         (CONTINUED)

                         

                         

                         

                         

          53.

                         CONTINUED:
          Like a dripping faucet of annoyance, PAYTON bitterly turns
          his flashlight quickly towards the corner. Wielding the
          heavy pipe, he cautiously approaches.

          SCRAPE... RATTLE.

                         PAYTON (CONT'D)

          WHO'S THERE!?

          SCRAPE... THUMP.

                         PAYTON (CONT'D)

          IDENTIFY YOURSELF!
          His flashlight pans up the wall to the ventilation shaft.

                         PAYTON (CONT'D)
          Dower...? That can't be... you-
          The SOUNDS remain muffled, deeper within the wall, possibly
          from inside the ventilation shaft.
          PAYTON contemplates, eyes panicked. He climbs up the wall
          and wedges the panel cover over the shaft opening, jamming it
          closed with a screwdriver. He backs away, gripping the
          weapon, ready for anything. He tries to control his
          breathing as he sits... watches... and waits.

          TRAP.
          A blood droplet hits the floor by his feet and PAYTON wipes
          blood off his nose with confusion and a nervous frown.

          DISSOLVE THRU BLACK.

          INT. REC ROOM - LATER

          A pin-point of light appears at the end of a circular tunnel.
          Slowly the light grows as BOWER approaches and cautiously
          steps through a doorway and into...
          A rec room with several rows of pool tables, video games and
          a ran-sacked bar. The floor is heavily littered with broken
          glass and BOWER wipes his finger across a wet surface on the
          bar, tasting it with an eye brow raised.

                         I BOWER

                          (TO HIMSELF)
           Open bar. Gotta be... E-deck?

                         I
          He climbs over the bar, checks numerous cabinets only to find
          more broken glass and emptied containers. About to give up,
          he pops open the last cabinet and...

                         (CONTINUED)

                         

                         

                         

                         

          54.

                         CONTINUED :
          POW! A FIGURE lunges out, a direct HIT under his jaw sends
          him backwards over a table. The FIGURE jumps on top of him,
          jabbing a blade toward his neck. He grabs the wrist just as
          the tip begins to dig into his throat.

                         BOWER (CONT'D)

          AAAAARRRRGF! !
          A quick struggle ensues and just as BOWER is about to be
          sliced open... CRACK! The ATTACKER is HIT and sent flying.
          TANAKA has come to his rescue, twirling a pipe across his
          palms. The ATTACKER rolls to her feet to reveal... NADIA.
          She snatches a pool ball off the table and throws it directly
          into TANAKA'S chest.

                         TANAKA

          UUUGH!
          She rolls across the floor, grabbing her knife and... BOWER
          BLINDS her with his flashlight, raising the gun with a quick
          whirl of the energy lever, laser sights flaring brightly.

                         BOWER

          HOLD IT!
          BOWER ducks as a broken bottle WHIZZES past his face,
          smashing against the wall. He raises the gun and...
          KA-RAAAACK! A deliberate warning shot goes past NADIA and
          HITS the bar, SHATTERING every piece of glass that's near by
          and NADIA and TANAKA are both blown off their feet.

                         BOWER (CONT'D)
          Knock it off! Both of ya!
          TANAKA and NADIA slowly recover, both quickly try to find
          their weapons on the floor.

                         BOWER (CONT'D)
          Listen... nobody needs to get hurt here.
          Both of you just... cool out. And stop
          throwing that shit.
          Her eyes dart with uneasiness as she finds her knife.

                         BOWER (CONT'D)
          Let's all just... go easy here. I
          understand it's been every man for
          himself around here lately, but if we're
          going to get out of this- A little God
          damn solidarity wouldn't hurt.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          55.

                         CONTINUED: (2)

                          BOWER (CONT'D)
          We can work together here. We all want
          the same thing... right?
          NADIA remains poised, ready to fight, knife raised. Sighing
          with defeat, BOWER gestures, hands raised as he motions for
          TANAKA and they slowly back towards the door.

                         BOWER (CONT'D)
          (motioning to Tanaka)
          Thanks... again.
          TANAKA motions toward the emblem on his uniform and gestures
          to himself.

                         BOWER (CONT'D)
          Yeah, yeah. I get it. We can work
          together on this, right?
          TANAKA grins.

                         BOWER (CONT'D)
          As long as we understand each other.
          They head out of the room as... NADIA watches from the
          shadows with a curious frown.

                         CUT TO:

          INT. CORRIDOR - MOMENTS LATER

          BOWER and TANAKA head down the corridor, both of them
          checking their backs as they come to a sealed doorway.
          TANAKA is still wincing, rubbing his chest with pain.

                         TANAKA

                         (BITTERLY)
          Japanese- No Subtitles

                         BOWER
          Yeah... well no sympathy here. She left
          me with a few sore spots too, pal.
          They both go to work, attempting to wedge the door open with
          pipes. BOWER looks back to see... NADIA. They back pedal
          with weapons in hand and NADIA is unaffected, watching them
          with a frown.

                         BOWER (CONT'D)
          Listen, lady. We don't want any-

                         NADIA

                         (SOBERLY)
          Who the hell are you?

                         (CONTINUED)

                         

                         

                         

                         

          56.

                         CONTINUED:

                         BOWER
          Huh?

                         NADIA
          You're... part of the flight crew?

                         BOWER
          Yeah. I'm... a corporal, I'm-

                         NADIA
          I didn't think there was any flight crew
          left. What's happened to us?

                         BOWER
          That's what I'm trying to figure out.
          Malfunction of some sort-

                         NADIA
          Gee, you think? Where are you going?

                         BOWER
          I'm heading for the reactor bay.

                         NADIA
          You just wake up?

                         BOWER
          Just joining the program already in
          progress, yeah.
          She eyes him over and TANAKA keeps the pipe raised.

                         NADIA
          You'll never make it.

                         BOWER
          Oh yeah? And why is that?

                         NADIA
          You're going the wrong direction.
          She grimaces and turns, heading back up the corridor. BOWER
          and TANAKA exchange a look. BOWER chases after her.

                         BOWER
          Hey? Wait a second- HEY?

                         NADIR
          SSSSH! Keep it down-

                         BOWER
          Hold on. Who are you?

                         (CONTINUED)

                         

                         

                         

                         

          57.

                         CONTINUED: (2)

                         NADIA
          Nobody.

                         BOWER
          Wait- Can't join the team without a
          name.

                         NADIA
          Team? Why would I want to join?

                         BOWER
          Because I need you to show me the way.

                         NADIA
          To the reactor? No thanks. Don't like
          going that fax down. No one ever comes
          back.
          She continues up the corridor and BOWER grabs her arm. She
          yanks away from his touch, squaring off, weapon in hand.

                         BOWER
          Hold on. Please- There's not much time
          left before we lose everything onboard.
          You understand what I'm trying to-

                         I NADIA
          Do you know where this ship is headed?

                         BOWER
          I'm working on it.

                         NADIA
          Can you fly it?

                         BOWER
          Huh?

                         NADIA
          Can you fly it... if you have to?

                         BOWER

                         (NOT SURE)
          Sure.
          NADIA eyes him over, sizing him up.

                         NADIR
          I'll get you as close to it as I can.
          But, I won't wait for you.

                         I
          BOWER nods with a frown and she heads up the corridor. BOWER
          and TANAXA watch on.

                         (CONTINUED)

                         

                         

                         

                         

          58.

                         CONTINUED: (3)

                         TANAKA
          Japanese- No Subtitles.

                         BOWER
          My thoughts exactly.

                         CUT TO:

          INT. CORRIDOR ATRIUM - LATER

          LIGHTS FLICKER past as...
          NADIA leads them down a long corridor that widens into an
          atrium of shafts going into the darkness in every direction.
          The further their lights pan across the shafts... a strange
          assortment of odd colored algae and moss is revealed growing
          up the walls of the shafts.
          TANAKA keeps a watchful eye as BOWER frowns at the
          surroundings.

                         BOLTER
          You know where you're going? This
          doesn't... "feel" right.

                         (NO RESPONSE)
          How long have you been awake?

                         NADIA
          Don't know. There's no way to tell time
          in here. Two... maybe three months.

                         BOWER

          MONTHS!?
          His voice echoes across the cavernous atrium and she glares-

                         NADIA
          Quiet! You wanna get us killed!?

                         BOWER

                         (WHISPER)
          How could you have- You telling me
          people have been running around on board
          for several months!?

                         NADIA
          Longer. I wasn't the first one up.

                         (CONTINUED)

                         

                         

                         

                         

          59.

                         CONTINUED:

                         HIGH ANGLE
          Their flashlight beams continue across the enormous room like
          two small searchlights. She leads them down into a side
          shaft, their lights fade from view.

                         CUT TO:

          INT. BIO-LAB VAULT DOOR ENTRANCE - LATER

          NADIA stops at the foot of a large steel door, gesturing for
          them to crouch in the shadows, watching the corridor.

                         BOWER
          Where are we going? What are we doing-

                         NADIA
          i Shush! We're waiting.

                         BOWER
          Waiting for what-?

                         NADIA
          Quiet!
          At the far end of the corridor, a faint BLUISH GLOW grows
          stronger. Shadows are moving, growing closer.

                         BOWER

                         SHIT-
          NADIA gestures for them to stay put. TANAKA wants to leave,
          but BOWER grabs his shoulder. They both grip weapons,
          glancing to NADIA as the HUNTERS seem to be headed their way.

                         BOWER (CONT-D)

                         WE CAN'T-

                         NADIA
          Ssssht!
          The HISS and CACKLES of the HUNTERS grow closer and it seems
          they're shortly going to be cornered and done for until...
          A SHUDDER is felt, a FLICKER of LIGHTS approaching. She goes
          to a control panel, holds down a switch and presses her palm
          F across a scanner.
          As the power SURGE passes, the control panel activates,
          scanning her hand and the steel door activates with a MOAN of
          hydraulics. BOWER notices her ID tattoo; BIO-T>>218>>076.

                         (CONTINUED)

                         

                         

                         

                         

          60.

                         CONTINUED:
          The SHUDDER passes, killing the power and the door stops...
          open only a half foot. She squeezes through and BOWER and
          TANAKA quickly follow. They help her push it shut, sealing
          the lock with a CLANK.

                         CUT TO:

          INT. BIO-LAB VAULT - CONT.

          NADIA secures the lock on the door and jams a pipe in the
          handles, her own added insurance.

                         BOWER
          Who are they? What the hell are those
          things?

                         NADIA
          (shaking her head)
          Never quite felt like sticking around to
          find out. Running... is always the best
          option. Believe me.

                         BOWER
          They're not- They can't be from this
          ship. They don't seem... human. Do you
          think something got on board or maybe
          I something...
          He turns to follow her and pauses to see...
          The BIO-VAULT. A large lab storage compartment that has been
          "lived-in" for a long time. A bed has been created from
          assorted chair cushions and there is a collection of
          scavenged items. NADIA adds to the items, dumping the
          belongings of her bag onto the floor.
          BOWER is in awe as he approaches an entire wall of glass test
          tubes, a maze of micro-biological containers, glimmering with
          condensation.

                         BOWER (CONT-D)
          What is... all this?

                         NADIA
          Ecological Development, Embryonic
          Charter. Livestock and wildlife re-
          population.
          The rows of glass tubes are labelled, ranging from mountain
          goats to octopi, everything a new world would need.

                         (CONTINUED)

                         

                         

                         

                         

          61.

                         CONTINUED :
          NADIA checks a few gauges on the wall of tubes and makes
          adjustments on the monitoring system. He senses her
          meticulous care for the material.

                         BOWER
          You've been living in here? You're...
          protecting it?

                         NADIR
          It' seems to be the only living thing left
          on this ship worth protecting.
          Regardless of the situation, we still
          have a mission. We've only lost about
          thirty percent of the specimens, mostly
          reptilian class. Never was big into
          snakes anyway.
          BOWER doesn't share the attempt at humor, wandering towards a
          darkened digital screen on the wall, displaying a charted
          graph of the new planet, TANIS.

                         BOWER
          (under his breath)
          Tanis.

                         NADIA
          (off his look)
          You couldn't remember?

                         BOWER
          No, I- I didn't remember just how far
          away it is... until now. This was a
          hundred and twenty-three year flight.
          NADIA begins to gather a few items shoving them into a bag.
          TANAKKA leans closer to the glass display with fascination,
          tapping the tubes to see movement inside.

                         BOWER (CONT'D)
          How could I have forgotten that?

                         NADIA
          It comes only in pieces. Even after a
          few months. I know everything about this
          vault and its systems... but I still
          can't remember where I grew up. Or my
          brother's name. Only pieces... And the
          training comes back first. For good
          reason, I guess.
          BOWER eyes the darkened computer terminals, portions of the
          consoles coated in algae.

                         (CONTINUED)

                         

                         

                         

                         

          62.

                         CONTINUED: (2)

                         BOWER
          How could we have become like this... in
          only eight years?
          NADIA ponders the thought, rotating her jaw. She digs into
          her supplies and tosses him a small block of orange material.

                         BOWER (CONT'D)
          What is this?

                         NADIA
          Dehydrated meatloaf. House special. I
          save 'em for the weekends.
          BOWER sniffs it with a sneer and tries to break off a
          piece... hard as a rock.

                         NADIA (CONT'D)
          Do you know how long it would take to
          turn dehydrated meatloaf into that?

                         BOWER
          How long?

                         NADIA
          I don't know, but it takes more then a
          couple years to turn coal into fucking
          diamonds.

                         BOWER
          You think we've over slept?

                         NADIA
          This ship was built to outlast our
          children's children... and any engineer
          could tell ya the warranty is running
          out. I think we've been asleep longer
          then you may think.
          BOWER tosses the orange brick. to TANAKA and he sniffs it with
          a grin, breaking off a piece. NADIA finishes gathering tools
          and she slings the bag over her shoulder, "ready to go".

                         BOWER
          Do you have a radio?

                         NADIA
          (shaking her head)
          Who the hell is there to call?

                         (CONTINUED)

                         

                         

                         

                         

          63.

                         CONTINUED: (3)

                         BOWER
          I'm not the only flight crew officer
          awake. We're not in this alone.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - LATER

          PAYTON is asleep, seated on the floor, back to the wall. He
          is awoken by...

          RATTLE... THUMP, THUMP!
          He instantly grips the pipe and turns on the flashlight. The
          "SOUNDS" are closer then ever before as something is heard
          crawling towards the panel in the ventilation shaft.

          ANGLE ON/CLOSE UP
          A vent panel lightly RATTLES, the metal begins to bend.

                         PAYTON
          You want in? Come and get it you fu-
          The screwdriver SNAPS and the panel hits the floor. PAYTON
          raises the pipe, preparing to fight and... A desperate gasp
          is heard from inside the shaft.

          GALLO (O.S.)
          Help... me!
          PAYTON pauses, angling the light inside to see... GALLO, a
          young flight officer, boyish innocence, short-cropped hair,
          heavily coated in sweat, desperation in his eyes. His hair
          is dark brown, the only person without pure white hair.

                         PAYTON
          Who the hell... are you!?
          GALLO is tightly wedged inside the shaft, squirming to crawl
          out, trembling with fear and exhaustion.

                         GALLO
          Help me- I'm part- of the flight crew!
          I'm- Please- HELP ME!
          PAYTON oddly hesitates... before lowering the weapon. He
          digs into the shaft grabbing GALLO'S hand, pulling him out.
          GALLO collapses onto the floor, crumbling into a fetal
          position, naked. His hands are locked in claw-like grips,
          trembling uncontrollably. His gasps are rapid and unsteady.

                         (CONTINUED)

                         

                         

                         

                         

          64.

                         CONTINUED:

                         PAYTON
          Easy... Easy. You're all right.
          PAYTON runs to grab a towel and water. As he turns back he
          notices GALLO'S hip and legs are sprayed with dried blood.
          PAYTON kneels over him and GALLO spasms from his touch.

                         GALLO

          PAAARRRGH !

                         PAYTON
          EASY! I'm here to help you!
          PAYTON lifts the bottle to his lips, but the water runs down
          his face, GALLO is frozen in shock.

                         PAYTON (CONT'D)
          Com'on. Try to drink a little. Here.
          GALLO is unresponsive, wide eyes locked in a trance.

                         PAYTON (CONT'D)
          What's your name? Huh? Can you hear me?

                         GALLO

                         (MUMBLING)
          Gallo.

                         PAYTON
          What's that? Gallo...?
          PAYTON frowns, mumbling the name with a hint of recognition.

                         PAYTON (CONT'D)
          Corporal... Gallo?

                         GALLO

                         (TREMBLING)
          Yes, sir.

                         PAYTON
          Where did you come from, Gallo?

                         GALLO
          The... bridge.
          Saying the words seems to send him into a terrified trance.

                         PAYTON
          The bridge!? Where are we? What's
          happened? Can you tell me-

                         (CONTINUED)

                         

                         

                         

                         

          65.

                         CONTINUED: (2)
          The more PAYTON inquires, the more GALLO begins to unravel,
          emotionally. His eyes widen with terror, breath quickening.

                         PAYTON (CONT'D)
          Corporal?

          GASP, GASP, GASP...

                         PAYTON (CONT'D)
          Tell me... what happened?
          GALLO is hyper-ventilating, eyes wide with terror. A droplet
          of blood slowly builds in his nostril, refusing to drip. A
          low whine is heard in his throat as... LIGHTS FLICKER past.

          FLICKER CUT TO:

          INT. VENTILATION SHAFT -- LATER

          A hatch is broken open and BOWER'S flashlight beam peers into
          a ventilation shaft. Twenty feet inside the shaft the walls
          are collapsed, blocking passage. NADIA sighs with dread.

                         NADIA
          We can't get through this way.

                         BOWER
          I'd prefer to stay on foot.

                         NADIA
          It's the safest way to travel. And
          there's only one other way to get through
          that I know of.

                         BOWER
          And what is that?

                         CUT TO:

          INT, PERSONNEL SLEEP CHAMBER/MAIN CORRIDOR - LATER
          Light breaks through as our gang wedges open a door, all
          sneering in unison when hit by an odor.

                         BOWER
          Where are we?

                         NADIA
          Main corridor. Hyper-sleep chamber,
          Personnel. Keep your light down.

                         (CONTINUED)

                         

                         

                         

                         

                         I

          66.

                         CONTINUED:
          She leads the way along the wall and into a compartment of
          unimaginable size, fifty foot high steel walls that channel
          through the room. The walls are lined with hundreds of sleep
          chambers, stacked ten high on either side.
          They round a corner into the main atrium to see dishevelled
          equipment and smashed control consoles, scarred from battle.
          Old blood stains are worn deeply into the floor.

                         BOWER
          Jesus...
          As they venture deeper inside they see numerous sleep-
          chambers, open hatches and empty. The further they move
          along the wall, more and more empty pods, too many to count.

                         BOWER (CONT'D)
          My God. They're... empty. They're all-
          Where the hell is everyone?

                         NADIA
          Keep quiet.

                         I
          As the dozens and dozens of nameplates move past his
          flashlight, BOWER pauses.

                         BOWER
          Wait a second. My wife-

                         NADIA
          Keep moving.

                         BOWER
          No, wait. My wife could be in here.
          BOWER'S focus completely shifts, turning towards the pods,
          reading name plates.

                         NADIA
          What does she do? What's her specialty?

                         BOWER
          She's not part of the crew, but spouses
          were brought with. I remember there were-

                         NADIA
          Then she's not in here. This is
          development settlers. Engineers.
          NADIA quickly continues as BOWER tries to keep up.

                         BOWER
          Do you know where the family members are-

                         (CONTINUED)

                         

                         

                         

                         

          67.

                         CONTINUED: (2)

                         NADIA

                         (GROWL)
          Quiet!
          They look to see TANAKA has fallen behind, crouched and
          peering off towards the dark. He's poised like a dog on the
          prowl that's caught a bad scent. They crouch and crawl to
          the adjacent corner.

                         BOWER
          I don't see what he's looking at, do you?

                         NADIA
          We have to keep moving. We don't want to
          stay out in the open for too long.
          Especially in here.

                         BOWER

                         (TO TANAKA)
          Hey...? Let's go!
          Distant THUMPS are heard somewhere in the room and they
          tighten up with their weapons, eyes scanning. TANAKA refuses
          to look away, poised like a hunter.

                         NADIA
          We can't stay herel
          NADIA heads across the main floor and BOWER tries to wave him
          on, but TANAKA is locked onto something, refusing to waver.

                         BOWER
          Let's get out of here! Com'on-
          The THUMPS grow louder and TANAKA heads into the shadows.
          BOWER hesitates, turning to follow NADIA through a barricade
          of dishevelled equipment, leaving TANAKA behind.

                         CUT TO:

          INT. PROCESSING DOCK -CONT.

          BOWER emerges from the barricades into a processing center
          for loading passengers, darkened and in shambles. NADIA is
          scanning the corridors ahead, choosing her path as BOWER
          rushes to catch her.

                         BOWER
          We can't just leave him. We have to wait-

                         NADIA
          Then you wait... and find your own way.

                         (CONTINUED)

                         

                         

                         

                         

          56.

                         CONTINUED:

                         BOWER
          We can't split up the team, it's all

                         WE'VE GOT-

                         NADIA
          I told you I'm not going to wait. I'm
          not gonna get myself killed for-

                         BOWER
          The guy saved my life twice already. I'm
          not gonna leave him-

                         NADIA
          What do you think he's doing in there!?

                         BOWER
          How the hell should I know-

                         NADIA
          He's hunting! Bagging the next notch on
          his belt. You wait for him! Good luck.
          I NADIA quickly heads deeper into the room and down a darkened
          and narrowing tunnel. BOWER hesitates with frustration.
          Having to choose, he turns and chases after NADIA.
          I They crawl through a maze of machinery and NADIA'S pace is
          difficult for BOWER to keep up.

                         BOWER
          Wait! I'm coming-
          There's a CRUNCH under his foot. He lowers his light,
          picking up a small white object. He brings it closer to the
          light to realize it's... A HUMAN FINGER BONE.

                         BOWER (CONT'D)
          Jesus!
          NADIA turns toward him to see...

                         REVERSE ANGLE
          Behind BOWER is a massive stack of human skeletons and
          carcasses. They've just crawled into a pit of human remains.
          They both back away with horror only to see a mountain of
          carcasses on both sides. The only route is upward and they
          begin to crawl up the slope on their bellies, over dead
          remains.

                         (CONTINUED)

                         

                         

                         

                         

          69.

                         CONTINUED: (2)

                         BOWER (CONT'D)

                         (HORRIFIED)
          My God! Wait- Where are we going!?
          NADIA suddenly grabs him, a quick jerk to silence him. A
          SHADOW passes with a CACKLING HISS. They freeze, laying on
          top of the remains, the bones CRINKLING underneath them.
          The HISS grows stronger... and they look up to see a
          silhouetted HUNTER crouched over like a gargoyle on a rafter,
          leering in their direction.

                         NADIA

                         (WHISPER)
          Don't move.
          They try to remain motionless, but the slope of the remains
          i CRINKLES underneath them and the hill of remains begins to
          slide. The HISS grows stronger.
          They hold their position until... a SHUDDER approaches with
          FLICKERING LIGHTS. The power surge is enough to ignite a
          small landslide underneath them.

                         BOWER

                         SHIT-
          NADIA grabs his arm as bones snap and they slide helplessly
          to the bottom within a landslide of bones and flesh.
          The finally slide to a stop at the bottom of the slope and
          BOWER quickly raises his weapon towards the rafters to see...
          the HUNTER is gone.

                         NADIA

                         (WHISPER)
          Where... did it go-?
          He pans the light and... ROAR! The HUNTER lunges at them
          from five feet away. BOWER is STRUCK with enough force to
          send him flying, CRASHING into a pile of bones.
          NADIA spins around with a bladed pipe in her hands... but the
          HUNTER is already gone. She spins back and... THWAP! She's
          HIT from behind and sent with break-neck force into the
          floor. The HUNTER pounces onto her back and a claw-like hand
          grabs her hair... teeth opening towards her neck and...
          POW! BOWER charges into the HUNTER, tackling it and they
          spin into a brutal and distorted fight, seen under the
          FLICKERING LIGHT. Even though the HUNTER is a smaller one,of
          the pack, smaller then BOWER, its speed and strength is in-
          human. It grabs BOWER by the head with a GROWL and...

                         (CONTINUED)

                         

                         

                         

                         

          70.

                         CONTINUED: (3)
          THWACK! TANAKA lunges out of the shadows, delivering a blow
          with his bladed pipe into the HUNTER'S face. It's a hit that
          would normally kill anything, nearly taking its head off.
          The HUNTER stumbles, staggers and... HIIIISSSSSST! It HITS
          TANAKA, sending him airborne, nearly knocking him out.
          Under the FLICKERING LIGHT, BOWER, NADIA and TANAKA all
          attack the lone HUNTER, taking all three of them to bring it
          to the floor. They viciously pound it with pipes and blades
          until it finally stops flinching beneath them.
          Its pale white skin seeps a thick black colored blood. The
          three of them back away, gasping and coated in its blood.

                         BOWER

                         (GASPING)
          Jesus... Christ- Jesus-
          Its face is smashed beyond recognition, but its facial
          features are horrifically distorted, no sign of eyes under
          the shredded tissue.

                         BOWER (CONT'D)
          What the... what the hell is it!?
          The HUNTER flinches and our gang back pedals with fright.
          NADIA continues back pedalling, looking towards the rafters
          to see... HEFLIN silhouetted, leering towards them.

                         NADIA

                         ANOTHER ONE-
          BOWER quickly finds his weapon on the floor and HEFLIN slowly
          begins to TAP his spear against the wall, echoing a continual
          clank through the hull.

                         BOWER
          What is he... doing?
          BOWER, NADIA and TANAKA quickly realize the effect as shadows
          begin to move.., the room is filling with HUNTERS, alerted by
          the tapping of metal.

                         NADIA
          Run.

                         BOWER
          They're... everywhere-

                         NADIA
          Run!

                         (CONTINUED)

                         

                         

                         

                         

          71.

                         CONTINUED: (4)
          A low gargled HISS is heard from HEFLIN'S throat.
          NADIA is already gone. BOWER and TANAKA chase after her as
          the walls come to life, HUNTERS swarming onto their path like
          a pack of wild dogs.
          Before diving through the barricade, BOWER looks back to see
          HEFLIN and his pack have paused... to eat the fallen HUNTER.

                         CUT TO:

          INT. SLEEP CHAMBER/MAIN CORRIDOR - CONT.

          It's a panicked and mad dash through the dark as they crawl
          through the barricade and run back into the main corridor of
          sleep chambers. HUNTERS can be heard closing on their trail.
          They round a corner and NADIA jumps inside an empty sleep-
          chamber, frantically trying to pull the hatch closed. TANAKA
          follows suite, jumping inside another chamber and BOWER
          scrambles, in search of an open door as footsteps are heard
          quickly approaching.
          In a frenzied panic, BOWER dives into the chamber with NADIA,
          tugging the hatch closed.

                         FOLLOW THRU:

          INT. SLEEP CHAMBER - CONT.

          BOWER and NADIA are cheek to cheek in the cramped space, both
          gasping for breath and dripping sweat with terror.
          Through the porthole... silhouetted HUNTERS move past with
          weapons in hand, search and destroy style. One HUNTER steps
          up only a few feet from their porthole and they freeze,
          holding their breath. Slowly the HUNTERS continue past, the
          shadows slowly fading from sight.

                         BOWER
          What the hell happened to them!? What
          the hell are those things!?

                         NADIA
          Shut-up!
          They listen for a long moment... hearing nothing as BOWER
          looks at his hand, finger tips trembling.

                         CUT TO:

                         

                         

                         

                         

          72.

          INT. SLEEPING CHAMBER/MAIN CORRIDOR -- MOMENTS LATER

          The hatch door inches open and BOWER peeks out. He and NADIA
          crawl out quietly to see TANAKA waiting for them.

                         TANAKA
          Japanese - No subtitles.

                         BOWER
          I second that. Let's get the fuck out of
          here. Which way did we come from?

                         NADIA
          You want to go back?

                         BOWER
          No, I mean... let's just go!

                         NADIA
          We should go back. Find a different
          path. I don't think we can get through
          to the reactor bay from-

                         BOWER
          You said there was no other path.

                         NADIA
          I'm ready to explore other options-

                         BOWER
          Which way did they go-?

                         NADIA
          You really want to discuss it here!?
          A RUMBLE is heard approaching and they all crouch in unison.
          It's a power surge that sends FLICKERING LIGHTS across the
          massive corridor and a BLINKING LIGHT is activated on a
          nearby sleep-chamber. And then...
          BANG! The hatch door is KICKED from the inside, white gas
          erupting from the seam. Our gang quickly crawls toward the
          shadows, crouching behind equipment to watch as...
          Another KICK bursts open the hatch and a BIG PASSENGER crawls
          out, slamming onto the floor with a shiver of agony, gasping
          for breath, muscles twitching.

                         BIG PASSENGER

          AA.AAAA.RGH !

                         (CONTINUED)

                         

                         

                         

                         

          73.

                         CONTINUED:
          The BIG PASSENGER tries to get to his feet, gasping and
          heaving, mumbling in Russian. BOWER tries to stand but NADIA
          pulls him back.

                         NADIA
          What are you doing-!?

                         BOWER
          They'll hear him- They'll- We've got to

                         HELP HIM-
          Footsteps thunder across the floor and... WHACK! The BIG
          PASSENGER is STRUCK by a single blow from HEFLIN. The
          HUNTERS have returned in full force and they come out of the
          shadows from every direction, bladed weapons spinning.
          BOWER pulls away from NADIA'S grip and prepares to intervene,
          but TANAKA suddenly grabs him, holding him back with force.
          With the BIG PASSENGER wounded and moaning on the floor, the
          HUNTERS gather in a circle in ceremonial fashion, praying
          thanks for the feast the ship has presented.
          They watch helplessly as the BIG PASSENGER is then brutally
          attacked and eaten alive. WEASEL leads other HUNTERS under
          the flickering light in a demented and twisted celebratory
          dance, a frenzy of pure evil.
          This attack is heard more then it is seen, under flickering
          lights, obscured view and most of the camera angles on Bower
          and the groups reactions.
          Frozen in horror, BOWER is tugged by TANAKA, following NADIA
          to the corner where she's lifted a grate in the floor. They
          climb into a shaft under the floor and into the dark as...
          The SCREAMS and HISSES echo through the hull.

          FADE THRU BLACK:

          INT. SLEEP CHAMBER/CONTROL DESK - LATER

          PAYTON is seated at the control desk, scrolling across radio
          frequencies, talking softly into the boom mic.

          PAYTON (INTO RADIO)
          Bower? Do you copy? You out there?
          Dead static. He sighs and glances toward GALLO, passed out
          on a nearby bunk. He hesitates, holding the pipe as a
          weapon, tucking it away and cautiously approached GALLO for a
          closer inspection.

                         (CONTINUED)

                         

                         

                         

                         

          74.

                         CONTINUED:
          He feels his neck for a pulse. He notices the dried blood
          under his nose then gently pulls aside the blanket to see
          GALLO'S identification tattoo, reading; FLT>>004>>012.

                         PAYTON (CONT'D)
          (frowning to himself)
          Team Four. Flight Team... Four?
          He glances up to see GALLO is now awake, staring at him.

                         GALLO
          What are you doing?

                         PAYTON
          Just... checking you.
          GALLO narrows his eyes, pulling the blanket tighter.

                         GALLO
          For what?

                         PAYTON
          To make sure you're... alright. You...
          passed out. You-

                         GALLO
          Who the hell are you?

                         PAYTON
          Payton... Lieutenant Payton.

                         GALLO
          Lieutenant? You're... a lieutenant?

                         PAYTON
          That's right. You're Team Four? You're
          suppose to be... my predecessor.
          GALLO deepens his frown, glancing around with disorientation.

                         PAYTON (CONT'D)
          You said... you came from the bridge?
          GALLO shifts his eyes back on him, a bad topic.

                         GALLO

                         (LEERY)
          Yeah. So...?

                         PAYTON
          Where are we? I can't get guidance off
          this system and I have no idea where-

                         (CONTINUED)

                         

                         

                         

                         

          75.

                         CONTINUED: (2)

                         GALLO
          I don't know.

                         PAYTON
          Well, what did you see? How did--

                         GALLO
          Listen, I'm not a navigator. Stars all
          look alike. I don't know! How the hell
          would I know!?
          Sensing GALLO is about to break down again, PAYTON tries a
          calmer approach.

                         PAYTON
          Easy. I just want to make sure...
          GALLO'S hands are trembling, uncontrollably.

                         PAYTON (CONT'D)
          .you're okay-
          GALLO tucks his shaking hands under the blanket, defensively.

                         GALLO
          I'm fine.
          PAYTON lowers his stare, hesitating, glancing across the
          dried blood still splattered across his legs.

                         PAYTON
          Is this your blood... Corporal?

                         GALLO
          Some of it is... sir.

                         PAYTON
          Whose blood is it?
          GALLOholds his stare, jaw muscles tightening.

                         GALLO
          They didn't give me any choice.

                         PAYTON
          Who didn't?

                         GALLO
          There was something wrong with them.

                         PAYTON
          i Something was wrong with who?

                         (CONTINUED)

                         

                         

                         

                         

          ?6.

                         CONTINUED: (3)
          Off his stare, he understands the implication.

          PAYTON (CONT' D )
          Your crew?

                         GALLO
          It was... Pandorum.
          (off his look)
          Of the worst sort. They were- I
          couldn't even- I had to defend myself.

                         PAYTON
          Pandorum. Both of them-?

                         GALLO
          You don't believe me?

                         PAYTON

                         (UNCONVINCED)
          I believe you.
          PAYTON goes to a nearby compartment, popping open a First-Aid
          case; inside is a pistol-gripped syringe. He turns back and
          GALLO squares off, clenched fists.

                         GALLO
          What are you doing? What is that?

                         PAYTON
          It's just a sedative. Help you relax-
          GALLO lifts his fists with a threatening posture.

                         GALLO
          Then you take it... and relax.
          PAYTON backs off, setting the syringe aside.

                         PAYTON
          Take it easy. We're on the same team
          here. Alright?

                         GALLO

                         (FLATLY)
          Sure, Lieutenant.
          PAYTON turns back to the control console and continues his
          search across the radio frequencies. He discreetly pulls the
          pipe weapon closer to his seat.
          GALLO holds a hollow stare on the back of his head.

                         I

                         (CONTINUED)

                         

                         

                         

                         

                         77-

                         CONTINUED: (4)

                         GALLO (CONT'D)
          If you would have seen them... you would
          have done the same thing... sir.
          LIGHTS FLICKER past...

          FLICKER CUT TO:

          INT. SUB-LEVEL SHAFT - LATER

          A FLICKER of LIGHT passes to reveal... BOWER crouched inside
          a three-foot high, narrow passageway, a crawl space beneath a
          steel grated floor. He follows the tunnel into a large silo
          lined with octagonal filters.
          TANAKA and NADIA are both looking for a way out, jabbing
          pipes into the grate overhead, unable to budge it.

                         BOWER
          Didn't we come through here already?

                         NADIA
          We gotta find a way out.

                         BOWER
          Out? Why did we come iii-?

                         NADIA
          I was trying to get us out of there alive-

                         BOWER
          I thought you knew where you were going.

                         NADIA
          I was trying to save our asses-

                         BOWER
          Could've mentioned that after the first
          mile. If I would have known we'd be
          doing laps down here-
          She angrily turns towards him, pipe in her hand.

                         NADIA
          I didn't need to help you at all! You
          and the Hong-Kong Express would still be
          playing ding-dong-ditch on level eight if
          it weren't for me!
          Their heightening confrontation is halted by...

                         TANAKA
          HIIISSST! ( .and whispered Japanese)

                         (CONTINUED)

                         

                         

                         

                         

          78.

                         CONTINUED:
          They pause to hear... CLASSICAL MUSIC echoing from below.

                         BOWER
          What the hell is that?
          They climb down the shaft, jumping from filter to filter. At
          one level they follow the sound into a shaft opening and
          towards the soft, warm GLOW of YELLOW LIGHT.
          They reach an open hatch, peering inside to see...
          Inside an empty storage tank, a comfortable living space has
          been created; numerous chairs surround a make-shift dinner
          table made from storage crates with hand-made candles and
          various food containers. The tank appears empty.

                         BOWER (CONT'D)
          What is this!?
          BOWER and TANAKA begin to climb through and NADIA hesitates
          with uncertainty. They crawl through the hatch...

                         FOLLOW THRU:

          INT. TANK - CONT.

          They climb into the empty tank, lined with valves and
          filtration screens. The music is playing from crackling
          speakers hidden in the darkened circular catwalk overhead.
          TANAKA goes straight for the food and as soon as NADIA steps
          through the hatch... a wire SNAPS! Levers clank and a mouse-
          trap has triggered... SLAMMING the hatch closed. Trapped!
          They instantly turn back to the door, yanking and tugging in
          a panic. BOWER pans his light towards the catwalk only to
          see a FIGURE (LELAND) scampering through the shadows.
          Another lever is turned and... F00000SH! A stream of vapor
          shoots out of several vents along the wall. The colorless
          gas hits them and they instantly gag, choking for air.
          With the slanted walls of the tank, there seems to be no
          escape, but TANAKA runs up the wall, diving and grabbing onto
          a pipe, climbing upward toward the catwalk.
          The shadowed FIGURE (LELAND) quickly hobbles to the railing.

                         LELAND
          No, no, no. Back in der' big boy!

                         (CONTINUED)

                         

                         

                         

                         

          79.

                         CONTINUED:
          LELAND uses a spear to jab TANAKA'S hand. He loses his grip
          and tumbles back to the bottom of the tank. BOWER pulls
          NADIR out of the way of the hatch.

                         BOWER
          Get back! BACK!
          BOWER whirls the magneto lever on the weapon and he raises
          the barrel towards the hatch, nearly point blank.
          KA-CRAAAACK! The energy blast from the weapon hits the hatch
          like a lightening bolt sending a tremendous JOLT through the
          entire tank. A spark IGNITES the chemical gas and there's a
          BURST of flammable gas that rolls upward into the catwalks.
          LELAND is knocked off his feet and he GASPS with shock.

                         LELAND
          Whoa... WHOA! What the hell was that!?
          LELAND is exposed from his hiding place, waving the smoke
          from his face, bewildered. He's an older man who's lost all
          vanity over survival. A thin-framed, spidery little man with
          assorted clothing and a clutter of tools on his belt.

                         LELAND (CONT'D)
          What did you do!?
          BOWER whirls the lever on the weapon and points it at him.

                         BOWER
          Shut off the gas!

                         LELAND
          Where did you get that?
          BOWER angles the barrel towards a vent blowing out the
          chemical gas and LELAND jumps with fright.

                         LELAND (CONT'D)

          NO-NO! HO-HO!

                         BOWER

          SHUT IT OFF!
          LELAND scampers across the catwalk and quickly lifts levers
          and twists nozzles, shutting off the flow of chemical gas.
          His frown transforms to a grin, raising an eye brow as he
          stares into the barrel of BOWER'S weapon.

                         (CONTINUED)

                         

                         

                         

                         

          80.

                         CONTINUED: (2)

                         LELAND
          Fancy looking piece. Looking to trade?

                         CUT TO:

          INT. WATER PROCESSOR - MOMENTS LATER

          CLICKITY-CLICKITY-CLANK? LELAND cranks an energy lever that
          ignites a string of auxiliary lights around the tank,
          widening their view of the unusual living space. Several
          crates and an assortment of mechanical junk and supplies.

                         LELAND
          Com'in, com'in! Make yerselves at home.
          Just throw the coats on the bed and don't
          pet the rat, it's not mine. Just
          watching it for a friend.
          LELAND is excited to have guests as he runs along the
          catwalks, lighting candles and sealing valves. They watch
          him with leery suspicion, weapons still in hand.

                         BOWER
          You... live here?

                         LELAND
          Sublet. Got a roomier flat in the bow
          for the off season, but from here, ya
          just can't beat the commute.
          He grins, expecting a laugh, but doesn't get one. LELAND
          eyes BOWER over, admiring the uniform.

                         LELAND (CONT'D)
          You really a flyer, or did ya grab that
          off the rack? i didn't think there was
          any crew left.

                         BOWER
          Left? Have you seen any?

                         LELAND
          Well, only the captain. informally, mind
          you.

                         BOWER
          Captain? Where!?

                         LELAND
          Umm, up on B-Deck. Some on C. A few
          pieces on the promenade and I think his
          nuts are in the foose-ball game in the
          rec room.

                         (CONTINUED)

                         

                         

                         

                         

          81.

                         CONTINUED:
          He smiles, revealing several missing teeth. No one laughs.

                         LELAND (CONT'D)
          Tough crowd. Com'in, com'in. Grab a
          bunk. Three singles or will a queen do?
          LELAND laughs to himself, digging through supplies. BOWER
          scans the walls, seeing no way up to the catwalks.

                         BOWER
          Why don't you come on down so we can meet
          properly?

                         LELAND
          Oh, no-no. No-can-do. I'm real touchy
          to the dust bug and who knows where yawl
          have been. No offense. There's
          something funky going around. But don't
          let that spoil the party. Here...
          LELAND lowers down a bin filled with assorted food items,
          using a wire to drop it to them. TANAKA sniffs it with
          suspicion.

          I LELAND (CONT'D)
          It's Kosher.
          BOWER peeks through one of the valves, turning to NADIA.

                         BOWER
          Where do you think we are?

                         NADIA
          I don't know. Gotta be somewhere below B-
          deck.

                         LELAND
          Why, where you gotta be?

                         BOWER
          The reactor bay. Know where it is?

                         LELAND
          Reactor? Now why would you want to go
          down there?

                         (GRIN)
          You just woke up, didn't cha?

                         CUT TO:

                         

                         

                         

                         

          82.

          INT. WATER PROCESSOR - LATER

          A small propane flame is lit. LELAND hovers over a make-
          shift stove, heating a can of water. He pours in some powder
          and stirs it up with the meticulous nature of a chef
          preparing fine cuisine.

                         LELAND
          It's tough to properly season with a
          motor oil base. But if you use your
          imagination, kinda tastes like...

                         (SIP)
          Herb and garlic dog shit.
          Below the catwalks, TANAKA has found a spot to rest, NADIR is
          using water to clean a wound and BOWER is peering through a
          slit in a vent.

                         BOWER
          How long have you been awake?

                         LELAND
          Mmmm. Lemme think. What's today,
          Tuesday? That would be about, mmm...
          He counts in his head and across his fingers, carefully
          calculating, then a grin.

                         LELAND (CONT'D)
          No idea.
          He turns back to his make-shift stove, chuckling to himself.

                         LELAND (CONT-D)
          I quit counting after the band broke up,
          ooooh twenty... thirty years ago.
          BOWER and NADIR exchange a look of uncertainty. The
          classical music begins to SKIP and without even looking
          LELAND kicks a piece of equipment, correcting the music.

                         LELAND (CONT-D)
          Then again, an hour in this place feels
          more like... one-fifteen, one-twenty.
          Know whatta I mean? HA-HP_W!

                         (SOBERLY)
          Not naming names but I'm writing a very
          strongly worded letter to the airline.
          LELAND chuckles, nodding to TANAKA. TANAKA glares.

                         (CONTINUED)

                         

                         

                         

                         

          83.

                         CONTINUED:

                         LELAND (CONT-D)
          But I just treat each day like it's
          Christmas. Festive and violent. Let's
          eat; Shall we? Who needs a bib?
          LELAND sets several bowls of soup into the bin and lowers it
          to them with the cable. T_ANAKA is the only one interested,
          sniffing the soup with a glare. LELAND winks.
          BOWER takes a seat, showing exhaustion and defeat.

                         BOWER
          Those things out there. Could it have
          been something... that crawled out of
          your lab? Something that-

                         NADIA
          No. That's... not possible.

                         BOWER
          Then something got on board. Some kind
          of life form. Something that-

                         NADIA
          Or something that was already on board,
          with us in the hyper-bunks.

                         BOWER
          What does that mean?

                         NADIR
          it could have been the accelerator.

                         BOWER
          What?

                         NADIA
          It's the only theory I can come up with.
          The synthetic enzyme in our feeding
          tubes. The accelerator that would help
          our bodies adjust and adapt to the
          environmental conditions on Tanis. From
          what I've seen... these things have
          adapted... to the ship instead.

                         BOWER
          But, why would- You're saying we'll
          become like them? Why would they be
          affected like that and we're not-

                         NADIA
          I don't know. Like I said, it's the only
          theory I can think of- Unless...

                         (CONTINUED)

                         

                         

                         

                         

          85.

          INT. SLEEP CHAMBER/CONTROL DESK

          GALLO'S gaze is hollow and translucent as he stares through
          the glass porthole in the empty sleep chamber, his mind is
          deeply pondering. Pupils dilated.

                         ANGLE ON
          GALLO is looking at the empty sleep chambers while PAYTON
          remains at the control console, determined not to give up on
          contacting BOWER.

                         GALLO
          Do you know the symptoms of Pandorum?

                         PAYTON
          What?

                         GALLO
          Orbital Dysfunctional Syndrome.
          Pandorum. Ever witnessed the symptoms of
          first-hand?

                         PAYTON
          I've seen it before. But nothing that-

                         GALLO
          It's not something you can easily detect.
          Starts with a shiver. An itch. A slow
          boil... and without being able to get off
          the ship... there's no shutting off the
          heat. It'll boil over, no matter what
          you do.
          GALLO is slowly pacing the room and PAYTON watches him with
          uneasiness out of the corner of his eye.

                         GALLO (CONT'D)
          You don't believe me.

                         PAYTON
          I didn't say that-

                         GALLO
          How could they both have had it? The
          odds are insurmountable.

                         PAYTON
          I wasn't about to question any of your

                         ACTIONS-

                         (CONTINUED)

                         

                         

                         

                         

          86.

                         I CONTINUED:

                         GALLO
          But, we all know Pandorum is greatly
          affected by any substantial psychological
          It has an emotional trigger effect.

                         PAYTON
          (off his look)
          That's what they say.
          GALLO slowly rubs his temples, with hesitation.

                         GALLO
          How do you think you would react... if
          you knew the truth?

                         PAYTON
          The truth... about what?

                         DISSOLVE TO:

          INT. WATER PROCESSOR - CONT.

          LELAND flips on dim flood lights, illuminating the upper
          walls of the tank where... like ancient cave-drawings, a
          I story has been crudely sketched out along the wall of the
          tank. LELAND lurks through the shadows, telling the tale
          with a campfire, spook story, flare of dramatics.

                         LELAND
          B0000OM! Oh, how the world cheered to
          the thunder of it's mightiest creation.
          Eylisium! The heaven for heroes, to
          venture further and farther then any of
          man's machine dared before it.
          BOWER and NADIA watch intently as TANAKA lazily sips the
          soup. The first image is off the ship's launch and LELAND
          hobbles across to the crudely sketched image of three
          figures, flight officers.

                         LELAND (CONT'D)
          Three of our bravest... atop the watch
          tower as we slept. A slumber deeper then
          any have dared... with only three little
          Indians left to mind the store...

                         DISSOLVE TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          GALLO slowly unravels his own tale as PAYTON watches on with
          suspicion and caution.

                         (CONTINUED)

                         

                         

                         

                         

          87.

                         CONTINUED:

                         GALLO
          we were only into our second term. All
          flight systems nominal. I'd picked up on
          symptoms with my CO and 2nd Lieutenant.
          Mild symptoms. Nothing I thought
          would... become a problem. Until we got
          the transmission.

                         PAYTON
          What transmission?
          GALLO'S eyes are welling up, his lip begins to shiver.

                         GALLO
          The final transmission. The last
          message... from home.

                         DISSOLVE TO:

          INT. WATER PROCESSOR - CONT.

          LELAND continues across his wall-drawings, the three pilots
          pictured, receiving a radio call.

                         I LELAND
          .until the last cry from home. All of
          God's creation... ending with mere words
          of encouragement. Mother Earth's last
          call. Boop! Leave a message, momma.
          LELAND presses a switch on a Jerry-rigged piece of equipment,
          a disc player... speakers crackling with static. A VOICE
          plays, heavily distorted.

                         RECORDER VOICE
          Hoove arr awl dadz efft ah uz. Bood uck,
          boogz guezz... ab hoobz deeb.
          BOWER and NADIA are now completely engrossed in the story,
          both getting to their feet and walking closer to hear.
          TANAKA is asleep. LELAND is thrilled by their attention,
          doing a dance as he plays the recording... over and over.

          RECORDER VOICE (CONT'D)
          Hoove err all wadz efft ah uz. Good
          wuck, boogz guezz... abb hoobz deeb...

                         BOWER
          What is that... saying?
          LELAND cranks a power lever, speeding up the play back with
          eagerness, whispering along. The recording slowly grows less
          distorted the more he cranks the lever.

                         (CONTINUED)

                         

                         

                         

                         

          88.

                         CONTINUED:

                         RECORDER VOICE
          Yoove are all watt efft of uz. Good uck,
          gog besh... ab Gogz deez. You are all
          whadz left of uz. Gog besh... and Gogs
          sbeeb... God blezz... and Gogz speeb...
          Slowly LELAND'S whisper and the recording come into unison,
          eerily echoing through the tank.

                         LELAND & RECORDER
          You are all that's left of us. Good
          luck, God bless... and God's speed.
          LELAND and the recorder echo throughout the tank as...

                         DISSOLVE TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          GALLO matches the echo with...

                         GALLO
          You are that's left of us. Good luck,
          God bless... and God's speed.

                         E

                         PAYTON
          Earth... is gone?
          GALLO puffs across his hand with twisted amusement.

                         GALLO
          Wiped away. We ran a full sweep off the
          grid and they were... gone. One day
          there, the next... nothing.

                         PAYTON
          In one day... it had to be nuclear or-?

                         GALLO
          Whatever it was, they knew it was coming.
          Wished us well. We're all that's left.
          PAYTON sits back in shock, shaking his head in disbelief.

                         PAYTON
          Oh my God...

                         GALLO
          You can see why I was hesitant... to tell
          even you. My fellow crew members didn't
          take the news too well. I wanted to wake
          the primary crew... but my 2nd Lt was
          already over the edge.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          89.

                         CONTINUED :

                         GALLO (CONT'D)
          ODS came through with flying colors. No
          logic, no reasoning left. No future, no
          past, no hope. A dangerous mix when
          you're stuck inside a tin can like this.
          The blow was more then he could handle.
          My lieutenant wasn't far behind.
          Pandorum.

                         DISSOLVE TO:

          INT. WATER PROCESSOR - CONT.

          LELAND moves past a wall-drawing of Earth destroyed, moving
          to the image of the three pilots.

                         LELAND
          Three little Indians, with the burden to
          bare... no more law and nothing left to
          care. Three poor souls, destiny undone.
          Chop, chop, chop... now there's only one.
          The sketches reveal violence between the three pilots, two of
          them killed, one remaining alive.

                         I

                         DISSOLVE TO:

                         I

          INT. SLEEP CHAMBER/CONTROL DESK

          GALLO'S hands are beginning to tremble as he struggles
          through the story.

                         GALLO
          They were my commanding officers. Men
          who had guided me through FT. I looked
          up to these men. But... it wasn't them
          anymore. They... were gone. They...
          tried to... I had no choice. I-
          With his body beginning to tremble, PAYTON tries to console
          him, touching his arm. GALLO flinches.

                         PAYTON
          Easy...

                         DISSOLVE TO:

          INT. WATER PROCESSOR - CONT.

          LELAND continues across the wall-drawings, showing the one
          remaining pilot all alone aboard the massive ship.

                         LELAND
          One little Indian left... all alone with
          his doom.

                         (MORE)

                         (CONTINUED)

                         

                         

                         

                         

          90.

                         CONTINUED:

          LELAND (CONT`D)
          Refused to go to bed, stayed up to play
          in his room. Oh, and what naughty little
          games he would play with the slumbering
          prey. Slayer, master, both God and the
          Devil, some would say. The boy would grow
          to manhood, a self-proclaimed King, ruler
          of his vessel, home to his own sin.
          The sketches show the lone pilot torturing and devouring
          passengers from their sleep chambers as he grows old.

                         LELAND (CONT-D)
          And then one day the king cast out all
          those who had behaved, exiled into the
          barren cargo holds to fend for
          themselves... scavenging against the
          others within their own domain.
          The sketches show tortured victims forced out into the
          corridors of the ship, the King returns to his sleep chamber.

          LELAND (CONT`D)
          King Lonely no longer wanted to play...
          he yearned to see the morning Sun on a
          Tanis day. He returned to his bed of

                         I
          slumber, waiting for the day. But the
          survivors lived on, as the King slept, a
          whole new world of evil grew as we wept.
          The seed driven beyond-

                         BOWER

          HOLD IT! HOLD IT!

                         LELAND

                         (SOBER FROWN)
          you want me to back up?

                         BOWER
          Play that transmission again. I want-

                         LELAND
          Save yer questions til the end please.
          We'll have a review.
          LELAND continues his performance as NADIA leans toward BOWER
          with concern.

                         NADIA
          Could that be real? You think that could-

                         BOWER
          I dunno. It can't be- It just-

                         (CONTINUED)

                         

                         

                         

                         

          91.

                         CONTINUED: (2)
          BOWER is quickly growing drowsy, slurring his words as he
          takes a seat with exhaustion and disbelief. NADIR rests her
          chin on her knee... eyes growing heavy as LELAND continues
          telling the tale, softly like a child's bedtime story.
          LELAND takes a peace of chalk-like material, drawing a new
          sketch.

                         LELAND
          And now the newest chapter comes to us...
          three weary travelers, guided by the
          light. The new brave flyer, woken by the
          dying machine.
          He sketches Bower and his journey towards the reactor.

                         LELAND (CONT'D)
          A gallant knight who will wake the fiery
          beast, light the rockets torch that will
          sail our mighty ship to port! A new king
          to deliver us to paradise! Hail to the
          new King... Hail!
          LELAND looks to see... everyone is asleep. He adjusts a
          nozzle that... is pumping a colorless gas out of the vents at
          the bottom of the tank. With a slow forming grin, he blows
          out a nearby candle, taking us into...

          FADE THRU BLACK:

          INT. SLEEP CHAMBER/CONTROL DESK - LATER

          PAYTON'S eyes scan across the dim flickering computer screen,
          a radar scan across a chart of planets... with no Earth shown
          on the screen.
          PAYTON is silently in shock as... GALLO watches him closely
          from across the console.

                         PAYTON
          How could they... how could they have
          let this happen?
          PAYTON slides his hands off the keyboard, his finger tips
          i nearly twitching, an uncontrolled tremble. He tries to hide
          his hands, sliding them under the console as...
          GALLO watches him blankly before wandering away to let him
          sit alone with the horrific realization. PAYTON shakes his
          head, refusing to accept it.

                         (CONTINUED)

                         

                         

                         

                         

          92.

                         CONTINUED:
          A low SHUDDER approaches, more powerful then felt before,
          rattling the pipes as it passes with a FLICKER of LIGHTS
          as...

          FLICKER DISSOLVE TO:

                         DREAM (FLASHBACK)
          EVALON is smiling towards BOWER as he kneels in front of her,
          gripping her hands. As he speaks, her smile fades, slowly
          pulling her hands away and...

          INT. WATER PROCESSOR -- CONT.

          The powerful SHUDDER is felt, amplified in the tank. NADIA
          shakes awake to see... LELAND is kneeling over her, eyes wide
          with hunger, deliciously sniffing her body. They both jump
          with fright and yell in unison.

                         NADIA & LELAND

          AAAAAEEIH !
          NADIA jumps to her feet, choking and gasping, jabbing her
          weapon toward LELAND, a small breathing tube clenched in his
          teeth. BOWER and TANA.KA are woken by their exchange, dazed.

                         BOWER
          What are you doing!? What the-

                         NADIA
          He was- He was gonna fucking eat me!

                         LELAND
          (mouthful of tube)
          Whaw!? I waddn't-

                         NADIA
          He gassed us! He was gonna- All of us!
          LELAND is appalled, spitting out the breathing tube.

                         LELAND
          Gas! What gas!?
          They see he's holding a fork and knife that he quickly tucks
          behind his back. NP.DIA jabs the weapon and he shrieks.

                         LELAND (CONT'D)

          NEVER!
          THE SHUDDER shakes the tank with more force then ever before
          as they watch the ceiling. It's followed by two quick
          SURGES, higher pitch. NADIA looks to BOWER.

                         (CONTINUED)

                         

                         

                         

                         

          93.

                         CONTINUED:

                         NADIA
          What is that?

                         BOWER
          It's gone... into the final cycle.

                         NADIA
          What does that mean?

                         BOWER
          it means we have less time then I
          thought. The last phase... before
          shutdown. It means we're... done.
          BOWER is oddly defeated, taking a seat, hanging his head.

                         NADIA
          Done!? What do you mean done? What do
          we do? Hey!?

                         BOWER
          What difference does it make?

                         NADIA
          What are you talking about? You said you
          could reset the reactor- That we could-
          That there's a chance to-

                         BOWER
          For what? They're gone. Everything is
          gone. There's no Earth to go back to,

                         THERE'S NO-

                         NADIA
          We weren't meant to go back! We were
          meant to go on. And now it's more
          important then ever! We're the last of-

                         BOWER
          And what is left of us? What's left,
          worth saving? This flight's over.
          NADIA is angered by his defeat, shoving LELAND aside and
          squaring off in front of BOWER.

                         NADIA
          What about your duty? What about... your
          wife!? There's still a chance she's-

                         BOWER
          She's dead.

                         (CONTINUED)

                         

                         

                         

                         

          94.

                         CONTINUED: (2)

                         NADIA
          You don't know that for sure!

                         BOWER
          I know...
          NADIA grabs him with rage, glaring him in the eye.

                         NADIA

          DON'T DO THAT! DON'T GIVE UP ON ME!
          Off her look, BOWER holds his stare, slowly seduced by her
          will. They look is broken by... LELAND'S stereo system
          CRACKLES with static, power slowly returning after the power
          surge, music playing.
          BOWER snaps out of his daze, turning to LELAND.

                         BOWER
          You got a radio?

                         LELAND
          Who the hell are you gonna call-?

                         BOWER

          DO YOU HAVE A RADIO!?

                         LELAND

                         (BEAT)
          You promise to bring it back?

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          The radio speakers on the control console suddenly CRACKLE
          with STATIC and PAYTON leaps forward in his chair, snapping
          out of his daze. GALLO looks up with a frown.

          BOWER (ON RADIO)
          Payton? Do you copy? Can you hear me!?
          He grabs the receiver.

                         PAYTON
          BOWER! I'm here! Where are you?

                         CUT TO:

                         

                         

                         

                         

          95.

          INT. WATER PROCESSOR/CATWALK - CONT.

          Our group is now crowded on the catwalk above the tank,
          huddled around an assortment of patched together electronic
          equipment. BOWER is speaking into a receiver, bound together
          with wire while LELAND cranks the power lever.

                         BOWER
          Storage Tanks, just below B-level. Mid-
          ship Sector twelve... we think.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON vigorously cranks the power lever and slides his
          finger across the screen of the ship's blueprint.

                         I PAYTON
           How the hell did you get all the way to
          Y the other side of-

          I BOWER (ON RADIO)
          Payton, listen to me. Listen. The
          I reactor is in its final stage. Its last
          rotation. It's worse then we thought.
          PAYTON looks to GALLO, who is silently watching with a hollow
          glare from the corner.

          BOWER (ON RADIO) (CONT`D)
          The ship is dying and I think that's why
          it finally woke us up. The entire system
          is heading into permanent shutdown and
          there will be no return. This entire
          ship will float off into eternity with no
          way of stopping it. We need to reset it.
          Are you hearing me?
          PAYTON and GALLO share a silent stare.

                         PAYTON
          I hear you. How do we get you in there?

                         I BOWER
          I need you to give me a path.
          PAYTON and GALLO'S silent stare hangs in the air for a
          moment, the tension between them unclear. PAYTON turns to
          the console, quickly typing into the keyboard.

                         CUT TO:

                         

                         

                         

                         

          96.

          INT. LADDER SHAFT/CORRIDOR - LATER

          A flashlight beams cut into a shaft. It appears as if the
          gang is crawling backwards toward us, until our perspective
          realizes they're crawling down a long ladder.
          They reach the bottom level where a distant RUMBLE has grown
          louder. They follow the sound through a field of debris to a
          clear path leading to an open hatchway.
          BOWER checks the marker over the door and leads them down the
          corridor, preparing to step through and TANAKA grabs him,
          pulling him back.

                         BOWER
          What?
          TANAKA motions toward the hatchway, shaking his head. He
          i gestures for them to follow and leads them over debris and
          through a hole, hidden in the paneling.

                         TANAKA
          (Japanese - No Subtitles)

                         LELAND
          What did he say?

                         BOWER
          I dunno. But do what he says.
          They follow TANAKA, crawling through the hole and into...

                         CUT TO:

          INT. LOADING PLATFORM

          As they head across a loading dock, the room gradually grows
          more disturbed and dishevelled. Battle scars and centuries
          of wear and tear grow more and more evident as they cross.
          The BLUE GLOW of light can be seen through the passageway and
          a low RUMBLE grows louder as they approach. They crouch
          behind a large industrial condensers to catch their breath.
          I BOWER glances up to the surface of the condenser with a frown
          and he touches it with his fingers to find an odd-colored
          algae. He looks up to see it's grown all the way to...
          Be freezes to see a small shadowed FIGURE in the rafters
          above them, a smaller gargoyle-type silhouette, possibly some
          type of guard outside the entrance to the reactor bay.

                         (CONTINUED)

                         

                         

                         

                         

          97.

                         CONTINUED:
          They exchange silent gestures and TANAKA heads one direction
          as BOWER heads the other... to corner it. The FIGURE begins
          to move across the rafter as TANAKA flushes it out.
          The FIGURE is forced to climb down, hopping to the floor,
          BOWER waits with his gun raised. Out of the shadows steps...
          A ten-year-old CHILD HUNTER.
          BOWER flinches with shock. The CHILD is a younger version of
          the hunters, awkward physique, pale skin coated with
          hydraulic fluid, oblong shaped head, eyes hidden in shadow.
          NADIR lowers her weapon.

                         NADIA

                         (DEVASTATED)
          Oh... my... God...
          The CHILD suddenly crouches in a fighting stance with a
          i gargled HISS from its throat, the light catching its eyes to
          reveal WHITE RETINAS deeply hidden under a thin membrane of
          I skin. Everyone is too stunned to react except for TANAKA,
           who instantly raises his weapon, preparing to kill it.

                          NADIA (CONT-D)
           stop it! STOP IT! Are you crazy? It's
           just a child!

                         BOWER
          Child! ? That's no child! What the hell
          is it!?
          TANAKA lunges, but NADIA blocks his attack. The CHILD HUNTER
          erupts with a horrific SCREECH, HISSING at them before
          turning and leaping back up and over the rafters,
          disappearing into the shadows. They are speechless.

                         LELAND
          Not as cute when they're little, are
          they?
          TANAKA runs after it. It takes a moment for the rest to
          react, chasing after.

                         CUT TO:

          INT. CORRIDOR/NEIGHBORING COMPARTMENT

          They run down the corridor and into the neighboring
          compartment, stacked with broken and discarded equipment.

                         (CONTINUED)

                         

                         

                         

                         

          98.

                         CONTINUED:
          The CHILD runs up a wall of tubing and ducks through a small
          hole punctured in the vents. TANAKA sighs with defeat.

                         NADIA
          My God. They're... breeding.

                         BOWER
          What!? What do you mean they? How could
          they- That's impossible.
          It appears the CHILD has alerted his group as the BLUISH GLOW
          of flame can be seen growing stronger in the corridor, the
          sounds of CACKLES and HISSES approaching.

                         LELAND
          Little bastard rang the bell.
          They all quickly turn back, running down a side corridor and
          into...

                         FOLLOW THRU:

          INT. SLEEP CHAMBER COMPARTMENT - CONT.

          They crouch and hide inside a smaller compartment as... the
          BLUISH GLOW passes outside the doorway. The CHILD appears to
          be leading the group, silhouettes passing, more HUNTERS then
          they've ever seen together before.
          They silently share the horror of the possible numbers
          they're up against.

                         LELAND
          This isn't going to work. Too many of
          them. Have to turn back.

                         NADIA
          There's no where to turn back to. We
          can't give up-

                         LELAND
          Told you this wouldn't fly.

                         NADIA
          You didn't tell us anything. You never
          said that. You said you'd love to come-

                         LELAND

                         (PONDERING)
          Oh... then I forgot. This won't work.

                         BOWER
          Why not?

                         (CONTINUED)

                         

                         

                         

                         

          99.

                         CONTINUED:

                         LELAND
          This is where they live. Reactor is the
          Keeper's temple.
          They watch and wait as the shadows move past the doorway with
          the GLOW of BLUISH TORCHES and vocal CACKLES.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON is pulling wires out from under the console and going
          to the sealed doors where he's pulled apart the control
          panel, preparing for a hot-wire.
          GALLO watches him while slowly pacing the room.

                         GALLO
          What are you doing?

                         PAYTON
          I think the direct channels are fried.
          I'm gonna run a patch so we can get this
          door open as soon as we're back on-line.

                         I

                         GALLO
          What's so important on the other side of
          the door?

                         PAYTON
          The bridge. As soon as we're up we'll be
          able to take control of guidance. But
          only from on the bridge.
          GALLO continues pacing, throwing glances toward the empty
          sleep chambers.

                         GALLO
          This ship is not dying.
          PAYTON refuses to look to GALLO, continuing his work.

                         GALLO (CONT'D)
          It's already dead. You really believe
          that kid will be able to save this ship?

                         PAYTON
          He can do it.

                         GALLO
          Twelve hours ago, he didn't know his own
          name. Now, you think he's ready to re-
          configure a nuclear reactor?

                         (CONTINUED)

                         

                         

                         

                         

          100.

                         CONTINUED:
          PAYTON refuses to give him eye contact, continuing to work on
          the computer as G_ALLO paces back and forth in front of the
          sleep chambers, fingers rapidly twitching at his side.

                         PAYTON
          He's the only shot we have. Gotta have a
          little faith.

                         GALLO
          Faith? After what you know now, you can
          actually say that with a straight face?
          A little faith?
          THAP. A droplet of blood hits the floor at GALLO'S feet.

                         CUT TO:

          INT. SLEEP CHAMBER COMPARTMENT - CONT.


                         I
          The GLOW of the HUNTERS slowly begins to fade from sight as
          BOWER notices what he's hiding behind is an empty sleep
          chamber, coated with dried blood and signs of violence. He
          looks to the labelled name plates with a frown and wanders
          deeper into the room.
          NADIA follows him with a frown as LELAND and TANAKA remain
          poised with weapons near the doorway.
          BOWER'S walk slows as he moves past rows of sleep chambers,
          nearly all of them have been opened and signs of violent
          deaths left dried and splattered across the floor.

                         NADIA
          What are you doing? What is it?

                         BOWER

                         (DAZED)
          These were... family members of flight
          personnel.

                         NADIA

                         FAMILY OF-
          She notices BOWER is holding EVALON'S photo and glances to
          the row of empty chambers, slowly realizing his grief.

                         NADIA (CONT'D)
          You think she's... here?

                         BOWER
          She's not here. She's dead.

                         (CONTINUED)

                         

                         

                         

                         

          101.

                         CONTINUED:

                         NADIA
          How do you know for sure? She could be-

                         BOWER
          She's not on this flight. She wouldn't
          come with me. She wouldn't marry me.
          (sigh of disgust)
          That's why I came. There was nothing
          left for me there. She stayed on Earth.
          Gone... with everyone else. And I left
          because of her.
          His gaze begins to gloss over, taking it all in.

                         NADIA
          Well, then... she saved your life.
          BOWER frowns on the thought, slowly nodding in agreement.
          His eyes look to the label of the chamber he was led to, the
          label reads; M. PAYTON. He mumbles to himself, memory
          returning.

                         BOWER
          Marianne.

                         NADIA
          you... knew her?

                         BOWER
          I remember her. Payton's wife.

                         NADIA
          Who's... Payton?

                         BOWER
          I remember her. I remember-
          His eyes pull focus, coming out of his daze, memories
          returning with confusion.

                         NADIR
          Are you alright?

                         BOWER
          Com'on.

                         1
          BOWER grips his weapon with a flexing jaw of determination,
          heading back to where TANAKA and LELAND are waiting as we...

                         (CONTINUED)

                         

                         

                         

                         

          102.

                         CONTINUED: (2)

                         ANGLE ON
          M. PP_YTON'S name plate and the dried remains of her apparent
          death lay in the foreground.

                         DISSOLVE TO:

          INT. SLEEP CHAMBERICONTROL DESK


          THAP... THAP... THAP.
          Droplets of blood hit the floor at GALLO'S feet as he paces
          back and forth near the sleep chambers.

                         GALLO
          He's right about one thing. Once that
          thing shuts down, we're as good as dead.
          Nothing on this ship will ever turn on
          again. Ever. Not the air, not the
          lights, the heat... not even the pod's
          escape launch systems.
          PAYTON refuses to look up from the computer.

                         3 PAYTON
          What are you saying?

                         GALLO
          I'm�saying... once it's done. We're
          done. But, we still have a way out of
          this... before it's too late.

                         PAYTON
          What are you suggesting, Corporal?

                         GALLO
          We can still launch ourselves in the
          pods. Before the ignition systems are
          completely dead, sir.

                         PAYTON
          Launching ourselves... into deep space
          when we don't even know where we are? We
          wouldn't last more then a few days inside
          those things. That's suicide-

                         GALLO
          A few days is better then what we have
          left here. I'll take my chances. How
          long do you think that reactor has been
          sitting? That thing could melt-down when
          he tries to fire the core. This ship
          could be ripped in half-

                         (CONTINUED)

                         

                         

                         

                         

          103.

                         CONTINUED:

                         PAYTON
          Stand down, Corporal. We're not going to
          abandon anything and we're not going to
          leave them behind-

                         GALLO
          We can't stay on this ship. You know
          that as well as I do-

                         PAYTON
          I said stand down, Corporal! That's an
          order!
          GALLO steps up behind PAYTON, his face revealed with a thin
          stream of blood oozing from under his nose, dripping off his
          chin, eyes hollow and pale. PAYTON refuses to look at him,
          continuing to type.

                         CUT TO:

          INT. LOADING PLATFORM - CONT.

          The HUNTING party has faded from sight in the opposite
          direction, leaving the hatch open to the reactor bay.

                         BOWER
          This is our chance.
          BOWER leads the way out of the hiding place, heading quickly
          towards the open hatch where an eerie glow and rumble is
          felt. They crawl through the hatch and enter into...

                         FOLLOW THRU:

          INT. REACTOR BAY - CONT.

          They crawl out onto the top of a massive cylinder shaped
          shaft, numerous catwalks lining the walls with nothing but an
          abyss of darkness below them. An odor hits all of them in
          unison.

                         BOWER
          This is it. We've got to get down there
          before they come back.
          BOWER looks for a path downward along the tangled metal of
          catwalks, coated in algae. LELAND'S fear has instantly
          surfaced, unable to move.

                         LELAND

                         I (HAUNTED)
          I House of the Keepers. A descent to Hell
          itself. We can't... go in here.

                         (CONTINUED)

                         

                         

                         

                         

                         I

          104.

                         I

                         CONTINUED :
          BOWER ignores his pleas, heading down a ladder into the
          darkness, TANAKA and NADIA follow, pushing past him.

                         LELAND (CONT'D)
          You're crazy... You can't-

                         NADLA
          Shut-up! Move!
          LELAND stays behind, watching as they begin a perilous
          descent down the walls of the reactor bay wall. Clinging
          onto the pipes and railings of the catwalks, the odd-colored
          algae grows more and more dense... a dim glow slowly coming
          into view from below.
          With a gap in the catwalk, BOWER leaps across, nearly losing
          his grip. He looks down to see an odd pattern of white
          shapes near the bottom.
          Squinting into the darkness, he's unable to make out what
          he's looking at and he manages to crawl down further,
          reaching a gangplank that crosses to the towering reactor.
          He motions for NADIA and TANAKA to stay put and begins
          crawling across... towards a darkened control panel.

                         1
          LELAND is nervously watching from above, leaning further over
          the railing and... a pen-lamp slips free from his belt.
          The pen-lamp CLANKS off one of the catwalks and tumbles past
          BOWER... dropping to the bottom... hitting the floor and
          illuminating the strange white objects covering the floor
          as... DOZENS of HUNTERS, all sleeping. Their pale white
          bodies are intertwined and over-lapped resembling an orgy of
          the living dead.

                         BOWER

                         CHRIST ALMIGHTY-
          The fall of the pen-lamp causes one HUNTER to instantly
          spring to its feet, lifting its nose towards the air like a
          guard dog checking the scent.
          BOWER remains frozen, gripping the gangplank that hangs
          twenty feet above the field of sleeping HUNTERS.
          I Slowly the HUNTER returns to sleep, slithering its way back
          into the folds of flesh and BOWER continues his crawl
          across... reaching the control panel.
          Upon seeing the sleeping HUNTERS, LELAND fearfully backs
          away, exiting the room. NADIA and TANAKA grip the ladders,
          watching BOWER, holding their breath in fright.

                         (CONTINUED)

                         

                         

                         

                         

          105.

                         CONTINUED: (2)
          BOWER grabs a vine, but it breaks away and he dangles over
          the side, losing his grip. NADIA jumps across the gap and
          climbs down, extending her weapon for him to grab. Together
          they cling to the side of the reactor and BOWER taps the
          control panel switches and... nothing.
          His eyes widen with horror, quickly searching for a solution.
          He slowly pumps a primer switch and... the light panel
          flickers gently under centuries of dust and vegetation...

          MATCH CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          A light gently blinks on the control console and PAYTON spots
          it with a frown, running back from the door.

                         PAYTON
          He's in! That's the reactor's activator
          panel. We're going to make it out of

                         I
          this. Trust me.
          No response. GALLO'S shadow moves behind him, his voice
          taking on a slight raspier and "older" tone.

                         I

                         GALLO
          Trust you? How can I trust someone who
          isn't even honest with himself. Tell me?
          PAYTON refuses to acknowledge him, continuing to monitor the
          control panel. He discreetly slides his hand closer to the
          pipe weapon as he senses GALLO'S presence behind him.

                         PAYTON
          Gallo... you have to listen to me...
          Carefully. You don't have•to-
          GALLO steps closer behind him, his shadowed outline showing
          an imposing posture, his voice is forced and unsteady.

                         GALLO
          Don't do that.
          TRAP... TRAP... THAP. Blood drops hit the floor heavily.

                         PAYTON
          Don't... do what?
          PAYTON slides his hand further across the console, reaching
          for the pipe weapon, eyes on the screen.

                         (CONTINUED)

                         

                         

                         

                         

                         I

          ?06.

          CONTINUED.

                         GALLO
          Don't talk to me like some child that
          needs reassurance. Think I don't know
          the risks? Think I don't know this ship?

                         PAYTON
          Take it easy-
          GALLO'S presence is felt behind him, his voice seeming to
          grow raspier and uneven with breath, anger simmering.

                         GALLO
          I know this ship and what she's capable
          of better then anyone. I know her... and
          I know what she can and can't do.

                         PAYTON
          Easy...

                         GALLO
          And this... she can't do! Why are we
          even arguing. You know it-

                         PAYTON
          I'm giving you an order...

                         GALLO
          You wanna stay here to die, that's your
          choice, not mine!

                         PAYTON
          .to stand-down... Corporal.

                         GALLO

          NOT MINE!
          PAYTON shoves himself out of his chair, reaching for the pipe
          weapon to find nothing! He spins to see GALLO holding the
          pipe and the pistol-gripped syringe, glaring down at him.
          The heavy streams of blood are oozing from his nose and ears,
          insanity shown in his hollow gaze.

          GALLO (CONT`D)
          Who's being irrational here, Lieutenant?
          Tell me? Who's being delusional!? Hmm?
          PAYTON raises his hands, calmly submitting.

                         PAYTON
          Think about what you're doing...

                         (CONTINUED)

                         

                         

                         

                         

          107.

                         CONTINUED: (2)

                         GALLO
          I'm getting off this ship. My flight's
          over. OVER!
          Another panel on the console begins to gently blink as...

                         CUT TO:

          INT. REACTOR CONTROL TERMINAL - CONT.

          BOWER and NADIA cling to the side of the reactor, quietly
          flipping switches and entering codes as... the sea of HUNTERS
          sleep below them.
          BOWER unfolds the auxiliary power lever, each movement
          creating a CREAK of rusted metal. He grips the handle and
          slowly begins to turn the magneto crank. The CREAKS of
          rusted metal and the low WHINE of magnetos grows louder.
          HUNTERS begin to stir in their sleep as NADIA watches them
          with fright.

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL, DESK

          GALLO is jabbing the pistol-gripped syringe towards PAYTON,
          motioning him closer to the sleep pods. He motions and
          PAYTON kneels at the panel... entering the code.

                         PAYTON
          This won't work...

                         GALLO
          Shut-up.
          GALLO jabs the syringe gun towards the back of PAYTON'S head
          while putting one foot inside the pod.

                         PAYTON
          just think about what you're doing-

                         GALLO

          SHUT-UP!
          PAYTON continues entering the launch code as GALLO steps
          inside with his other foot.

                         PAYTON
          It wasn't the crew that was sick, was it?

                         GALLO
          Finish the code...

                         (CONTINUED)

                         

                         

                         

                         

          108.

                         CONTINUED :

                         PAYTON
          What did you really do to them...?
          GALLO slides into the pod and...

                         GALLO

          FINISH IT!
          PAYTON hits a key and LIGHTS BLINK. GALLO looks away for a
          second and PAYTON suddenly grabs the hatch lever... SLAMMING
          it closed. He cranks the latch, locking GALLO inside.

                         GALLO (CONT-D)

          WHAT ARE YOU DOING!?
          PAYTON wedges a pipe through the handle as GALLO violently
          kicks the hatch.

                         PAYTON
          For your own good-

                         GALLO

          WHAT THE FUCK ARE YOU DOING!?

                         PAYTON
          You're not well, Corporal. You just need
          the proper treatment-

                         GALLO

          LET ME OUT GOD DAMMIT! OPEN IT!! THAT'S

          AN ORDER MOTHER FUCKER!

                         PAYTON
          This isn't your fault-

                         GALLO

          I'LL FUCKING CARVE YOU UP- HEAR ME!?

          I'LL GUT YOU LIKE A FUCKING-

                         PAYTON
          Your mind... has turned against itself.
          GALLO EXPLODES with RAGE... POUNDING on the hatch with a jack-
          hammer of fists, bones shattering in his own hands. PAYTON
          ignores his screams, going back to the console and typing
          I into the keyboard.

                         GALLO

          OPEN THIS HATCH CORPORAL!

          E CUT TO:

                         I

                         

                         

                         

                         

          109.

          INT. REACTOR CONTROL TERMINAL

          BOWER cranks the hand lever faster and faster, the MOAN of
          magnetos growing louder and louder. He gives one last spin
          and hits the primer switch. A split-second of nothing and
          then the panels brightly come to life. The digital panel
          reads: >> ROTATION SEQUENCE >> CODE INITIATE TO PROCEED >>
          BOWER takes a sigh of relief and glances to see NADIA is
          frozen with fright. He follows their eye-line to see the
          entire floor of HUNTERS are awake, heads turned towards them.
          HEFLIN steps closer in their direction with a HISS.
          BOWER gasps and the entire pack of HUNTERS moves toward them
          and... suddenly, TANAKA bangs his bladed weapon against the
          railing with a heavy CLANK! The HUNTERS instantly turn
          toward his direction and TANAKA throws his weapon, HITTING
          one of the HUNTERS directly in the head.
          TANAKA jumps to the neighboring catwalk and breaks through a
          hatch, coated with vines and vegetation. HEFLIN screeches a
          command and the HUNTERS ignite in a chain-reaction, grabbing
          their weapons and taking chase like a swarm of attack dogs.
          They climb the wall with inhuman speed and rush out the
          hatch, following TANAKA.

                         NADIA
          Hurry! Go!
          BOWER turns back to the panel, flipping more switches and
          continuing the process as the reactor begins to HUM as...

                         CUT TO:

          INT. LOADING PLATFORM

          TANAKA is running at full sprint, bounding over dishevelled
          equipment and weaving through debris as the pack of enraged
          HUNTERS emerge from every direction to follow his path.
          One HUNTER gains quickly at a sprinter's pace and TANAKA runs
          directly for the open hatchway. (The hatchway they detoured
          earlier.) He dives through as the sprinting HUNTER is almost
          upon him.
          A booby-trap is sprung, hydraulic pistons SNAP a razor-wire
          that "clotheslines" the HUNTER, nearly ripping him in half as
          TANAKA hits the floor, rolls to his feet and keeps running.
          HEFLIN and the HUNTERS slash the tangled snare with their
          weapons, trying to break through.

                         CUT TO:

                         

                         

                         

                         

          110.

          INT. REACTOR BAY - CONT.

          BOWER types quickly, flipping numerous switches and... a
          SHUDDER is felt, the tower begins to TREMBLE with a low bass
          MOAN, like an engine trying to turn over.

                         BOWER
          Com'on...
          NADIA looks back to see there are still HUNTERS in the
          reactor bay, ones who didn't join the chase, slowly coming
          out of the shadows, crawling up the walls.

                         NADIA
          Bower...?

                         BOWER
          I'm going as fast as I can-

                         NADIA

                         (TERRIFIED)

                         BOWER-

                         BOWER

                         WAIT-
          He hits the final key as NADIA grabs his shoulder. He turns
          to see... WEASEL and numerous HUNTERS have them surrounded,
          waiting to pounce. With nowhere to go, they are done for as
          WEASEL CACKLES a command, the HUNTERS moving in, just as...
          SHIIIISSSSH! High pressure steam erupts from the reactor's
          pressure relief valves. The HUNTERS back pedal in fear as
          the ventilation system ignites... fresh oxygen hits the blue
          torches... BURSTING into BRILLIANT ORANGE FIREBALLS..
          The HUNTER'S scatter in a panic as the BRIGHT FLAMES are
          blinding and a tremendous SHUDDER travels through the ship
          like an earthquake...

          MATCH CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          The SHUDDER hits the control desk, rattling the monitors and
          1 WARNING LIGHTS and BUZZERS ignite as the ship feels full
          power after centuries of laying dormant.
          I GALLO slows his POUNDING, blood coating his fists.

                         PAYTON
          I My God... he did it! He did it.

                         (CONTINUED)

                         

                         

                         

                         

                         CONTINUED:
          The SCREENS FLICKER BRIGHTLY, all of the systems engaging.
          GALLO is shocked, pressing his face against the glass,
          peering across the computer terminals that are igniting.

                         GALLO
          Let me out. I can... help.
          PAYTON ignores him, typing rapidly into the keyboard.

                         GALLO (CONT'D)
          I'll help you! Please- I can help!
          PAYTON runs over to the security door and hits a switch on
          the sensor. The door doesn't react.

                         GALLO (CONT'D)
          What are you doing? You can't- You're
          trying to get on the bridge?
          PAYTON runs back to the console, typing into the terminal.

                         GALLO (CONT'D)
          You don't want to go in there, Corporal.
          PAYTON throws him a glare, continuing to type in commands as
          the room erupts with activity.

          GALLO (CONTT' D )
          What are you going to tell them? Huh?
          How are you going to explain that?

                         PAYTON
          shut-up.

                         GALLO

                         (DEVILISH GRIN)
          They'll know what you did.

                         PAYTON

          SHUT-UP!

                         CUT TO:

          TNT. REACTOR BAY - CONT.
          Other HUNTERS have retreated away from the reactor, cowering
          in fear with the exception of WEASEL, enraged by the temple's
          disturbance. He HISSES as he lunges for BOWER. Trying to
          duck, they SLAM into the reactor wall and CRASH to the
          catwalk below.

                         (CONTINUED)

                         

                         

                         

                         

          112.

                         CONTINUED:
          WEASEL has incredibly quick reflexes as he springs back to
          his feet just as BOWER charges into him, slamming into a wall
          of burning algae. The fire quickly spreads across WEASEL'S
          skin, igniting the oil that's been rubbed across his body.
          With WEASEL SCREECHING wildly and engulfed in flame, BOWER
          viciously continues pummeling him, throwing a rage of blows
          until the body stops twitching. The flames begin to catch on
          BOWER'S arms and NADIA pulls him back.
          They look to see most of the HUNTERS fleeing the room, but
          others have grabbed weapons. BOWER grabs her arm, pulling
          her towards the hatch.

                         CUT TO:

          INT. LOADING DOCK - CONT.

          As BOWER and NADIA run, the ship comes to life all around
          them, every LIGHT FLASHING and every mechanism ENGAGING at
          full power. A startling contrast of blinding white walls and
          glowing floors as they run down the corridor.

                         CUT TO:

          INT. CORRIDOR ATRIUM - CONT.

          STEAM ERUPTS from pipes and LIGHTS BLINDLY FLICKER as HUNTERS
          scatter and run off in separate directions.
          Slowly, TANAKA emerges from a hiding place, dropping down
          from the rafters overhead. With a grin he turns to head back
          the other direction to see...
          HEFLIN waiting for him.
          They stare one another down, both raising their bladed
          weapons as LIGHTS shatter and implode around them from their
          own intensity.
          HEFLIN lunges with a HISS and blades CLASH!

                         CUT TO:

          INT. SLEEP CHAMBER/CONTROL DESK

          PAYTON rapidly pounds his fingers into the keyboard and...
          LIGHTS activate... causing one of the security doors to
          engage... sliding open. But, it's the wrong door, revealing
          a corridor leading endlessly into the back of the ship.

                         I

                         PAYTON

                         DAMMIT-

                         (CONTINUED)

                         

                         

                         

                         

          113.

                         CONTINUED:

                         GALLO
          Where do you think you're going?

                         PAYTON

                         QUIET-
          PAYTON continues to work the control panels, looking to the
          sealed door on the other end of the room.

                         GALLO
          Think about what you're doing, sir-

                         PAYTON

                         SHUT-UP-
          GALLO pushes his knees against the hatch, the pipe beginning
          to bend, the seal CRACKING open.

                         GALLO
          You don't want to see what's in there-

                         PAYTON

                         SHUT-UP;

                         CUT TO:

          INT. SLEEP CRAMBER/MAIN CORRIDOR

          The control panel on a sleep-chamber is FLASHING as a
          passenger KICKS his hatch open from the inside. The haggard
          and bewildered passenger crawls out to find himself in the
          middle of CHAOS. Before he can get a breath he's attacked by

          HUNTERS.
          What was once a dark and haunting chamber of metal, is now a
          disco tech from hell as lights FLASH across the corridor in
          what appears to be a massive riot, PASSENGERS and HUNTERS
          fighting.

          ANGLE ON/CRANE UP
          BOWER and NADIA run across the top of the sleep chamber wall,
          thirty feet above the havoc that's ensuing below. A LIGHT
          BULBS BURST as...

          MATCH CUT TO:

          INT_ ATRIUM - CONT.
          Metal blades SPARK as they connect between HEFLIN and TANAKA.
          The sword play is crude, but powerful and brutal. HEFLIN
          can't match his skills and pile-drives him, ripping into him
          with his own bare hands and a horrific SCREECH.

                         (CONTINUED)

                         

                         

                         

                         

          114.

                         CONTINUED:
          TANAKA tries to grab a hold of him, but HEFLIN digs in with
          his teeth, biting into his stomach. TANAKA screams, hitting
          HEFLIN'S head with everything he's got, but he won't let go.
          TANAKA lifts HEFLIN'S feet and ROARS as he charges himself
          directly into the wall, neck bones SNAPPING! HEFLIN goes
          limp, dropping to the floor dead as TANAKA gasps... looking
          down to see the damage has been done, blood flowing heavily.
          He takes a breath, turns to exit FREEZING to see... the CHILD
          HUNTER standing alone, sensing the death of HEFLIN with
          almost an expression of sorrow. TANAKA lowers his weapon
          and... THWACK! The CHILD stabs TANAKA in the chest with a
          small bladed weapon.
          TANAKA gasps with shock, collapsing to his knees, eyes wide
          before going to the floor. The CHILD begins to feed.

                         CUT TO:

          INT. SLEEP CHAMBER/MAIN CORRIDOR

          BOWER and NADIA climb to a cat-walk only to see HUNTERS are
          following their trail. They run to a ladder and spot LELAND
          already climbing above them.

                         BOWER
          Go... GO! GO!
          Half way up, LELAND looks back to see them coming with
          HUNTERS close behind. He gives them a look before closing
          the hatch and latching it.

                         NADIA
          You snake bastard- OPEN IT!

                         CUT TO:

          INT. CORRIDOR - CONT.

          With the YELLS muffled under the hatch, LELAND runs towards
          an open door at the far end of the long corridor.

                         ANGLE ON
          Inside the door at the far end... PAYTON is at the control
          console, quickly typing into the keyboard. He hears the
          E hatch CRACK open and he spins to see GALLO, out of the pod,
          with a twisted grin, holding the pistol-gripped syringe.

                         GALLO
          We both know who needs this shot...

                         (CONTINUED)

                         

                         

                         

                         

          115.

                         CONTINUED:
          PAYTON counters with the bladed weapon.

                         PAYTON

                         STAY BACK-

                         GALLO
          Who's the one suffering... sir-

                         PAYTON

          I MEAN IT!
          PAYTON lunges with the weapon, RAGE in his EYES as... GALLO
          jabs with the pistol-syringe, they lock hands, grabbing one
          anothers wrists... slamming into the wall.
          Upon IMPACT with the wall, GALLO suddenly appears slightly
          older, his voice lowering in level.

                         GALLO
          Corporal...
          PAYTON slams him against the wall, making him older.

                         PAYTON

                         (RAGE SIMMERING)

          STOP IT!
          PAYTON slams him again, a FLASH that reveals GALLO has aged
          almost matching PAYTON, their voices sounding the same...

                         GALLO
          Your mind... has turned against itself,

                         CORPORAL-

                         PAYTON
          I'll FUCKING CARVE YOU UP!
          Within the struggle, hands grab at weapons, a wrist is
          twisted... lining up both of their identification tattoos to
          be identical... FLT>>004>>012>>.
          The syringe is stabbed into skin. The trigger fires liquid,
          injecting the chemical into someone's arm as their voices
          converge, over-lapping at first and becoming one voice...

                         GALLO & PAYTON
          It's for the best... Corporal.

                         I

                         ANGLE ON
          LELAND runs up the corridor, through the doors and into the
          room, gasping for breath, pausing to see...

                         (CONTINUED)

                         

                         

                         

                         

          116.

                         CONTINUED: (2)
          PAYTON is ALONE. He's just injected the syringe into his own
          wrist. He's the only person in the room. Heavy blood
          streams are running from his nose and ears.
          Y77e will now refer to PAYTON by his real name, GALLO.
          LELAND and GALLO exchange a look... GALLO seeming to snap out
          of his trance. LELAND approaches, wheezing for air.

                         LELAND
          We made it! We- I'm with your boy. I
          was the one helping with-
          GALLO suddenly SLASHES his throat! LELAND reels back in
          shock, throttling his own neck in horror, blood gushing.
          GALLO casually turns back to the console, continuing to type
          as LELAND tries to cry out, his voice gargled with blood as
          he staggers, collapsing to the floor. GALLO hits a key and
          LIGHTS IGNITE, the last door finally engaging.
          GALLO sigh with relief as the doors slide open revealing a
          corridor of stairs leading to the bridge. A warm and gentle
          smile widens on his face.

                         I PAYTON
          Captain on the bridge.
          He heads toward the bridge, while flipping another switch
          that ignites the opposite doors just as...

                         ANGLE ON
          BOWER and NADIA angrily burst through the hatch in the floor,
          jamming it behind them and run up the corridor. They see the
          doors sliding shut.

                         BOWER
          That's it! GO! Go for it!
          With HUNTERS hot on their trail... they run full sprint
          towards the sliding doors. HUNTERS lunge out of side
          corridors with SCREECHING HISSES as BOWER and NADIA dive
          through the sliding doors...
          One HUNTER is crushed by the doors., split nearly in half with
          a heavy THUD of steel and a MOAN of hydraulics. The HUNTER
          spasms wildly, kicking and clawing as BOWER and NADIA back
          pedal into the room. HUNTERS gather at the gap, stabbing
          weapons between the doors, trying to crawl through with
          SCREECHES and HISSES of rage.

                         (CONTINUED)

                         

                         

                         

                         

          117.

                         CONTINUED: ( 3)
          BOWER and NADIA back further away, turning to see the room.
          The original room that BOWER woke up in now looks quite
          different with all the systems engaged, BLINDING LIGHT coming
          from the monitors and computer terminals.
          They move through the room, passing the empty sleep chambers
          and the control console, seeing the entire pathway of dripped
          blood across the floor.

                         NADIA
          Where's... your lieutenant?

                         BOWER
          He's not my lieutenant.
          She frowns off his look and turns to see... LELAND on the
          floor in a pool of blood, throat slashed, dead.
          BOWER pulls the gun and heads into the open doorway leading
          towards the bridge as NADIA follows behind.

                         FOLLOW THRU:

          INT. COMMAND BRIDGE - CONT.

          A tunneled stairwell widens out into the main flight bridge.
          A stunning sight, a split-level glass control deck, rows of
          blinking control panels and flight chairs. It appears
          undisturbed, a thin layer of silt floats out from under their
          footsteps.
          BOWER leads the way, panning the weapon throughout the room
          with no sign of GALLO. On the far wall; cockpit windows
          coated with a black fungus that obscures the view, but hints
          to the illusion of outer space, a haze of cosmic dust without
          stars.

                         NADIA

                         (IN AWE)
          What's happened... to us? Where are we?
          BOWER goes to the nearest control console, tapping the
          keyboard. The computer instantly responds, data scrolling
          across the screen.

                         BOWER
          Flight log. It'll tell us how long we've
          I been out... and how far we've gone.
          BOWER types in a command and the computer begins to scroll
          through the flight computer's time-code. Starting with the
          launch date and time the numbers begin to roll faster and
          faster. BLIP... BLIP... BLIP.

                         (CONTINUED)

                         

                         

                         

                         

          118.

                         CONTINUED:
          NADIA walks towards the windows and suddenly jumps back with
          fright to realize one of the flight control chairs has a
          FIGURE sitting in it. GALLO, motionless and gazing toward
          the windows.
          Off her gasp, BOWER grabs his gun and approaches as the
          computer time-code continues to roll even faster with no sign
          of slowing... months becoming years.
          BOWER approaches from behind GALLO... his identification
          tatto now clearly visible... FLT>>004>>012>>. He cranks the
          lever on the gun with a WHINE of magnetos and the laser
          sights flare brightly onto GALLO'S back.

                         BOWER (CONT'D)
          Seems my little memory lapse has finally
          worn off... "Lieutenant".
          BOWER slowly approaches, moving closer to his profile, the
          stream of blood from GALLO'S ear shown running down his neck.

                         GALLO

                         (DRYLY)
          Mine too.

                         BOWER
          Who the hell are you?
          GALLO keeps his gaze towards the windows, emotionless.

                         BOWER (CONT'D)
          You're team four. Why would you...
          switch bunks? Pretend to be someone
          else? What would you be wanting to hide?
          Who the hell are you?

                         GALLO
          I was younger then you when I first came
          on board. Funny, I can't even remember
          what it was like... before this flight
          began. It's all I know.

                         BOWER
          You were the one... who first received
          the final transmission. Who refused to
          go back to sleep. You stayed awake...
          for all those years. What were you
          doing... what crimes were you hiding from
          when you took Payton's bunk?
          The time-code display rolls faster, years rolling into
          decades... BLIP, BLIP, BLIP.

                         (CONTINUED)

                         

                         

                         

                         

          119.

                         CONTINUED: (2)

                         GALLO

                         (IMPRESSED)
          How the hell would you know all that?

                         BOWER
          Is it true? What have you done to us?
          Where are we now?
          GALLO lazily nods towards the windows.

                         GALLO
          Go ahead. Take a peek. You tell me.
          BOWER hesitates, looking toward the darkened windows. He
          stays with the weapon on GALLO as NADIA wanders toward the
          front control console, towards the glass.
          With the lights fading on the weapon, BOWER gives the lever a
          quick whirl, motioning the barrel closer.

          GALLO (CONT ' D )
          What are. you gonna do, Bower? There's no
          one left to hand out merit badges. No
          one left at all.

                         BOWER
          And that makes it okay? To play God?

                         GALLO
          You think God survived? He's gone...
          with the rest. There's no one left to
          judge you, Bower.
          NADIA approaches the glass, squinting towards the heavily
          smudged glass. She frowns, trying to wipe away the layer of
          sludge.

                         BOWER
          Judgement will come for you. You think
          you could cover it? Your victims
          survived. Evolved. That's your creation
          out there. Your crime.
          BOWER jabs the gun into his back with force.

                         BOWER (CONT'D)
          And you thought you'd be able to hide it?
          Who would ever suspect that? Who would
          ever remember? I remember.
          NADIA rubs the glass with her hand, squinting into the
          darkness. The time-code display rolls faster, decades into
          centuries... BLIP, BLIP, BLIP.

                         (CONTINUED)

                         

                         

                         

                         

          120.

                         CONTINUED: (3)

                         GALLO
          No world left. No law. No order. Only
          us. You the law now? You gonna be the
          one that brings order to what's left?
          Wanna take a shot at it? I did my best
          with what I was given. Wanna be King for
          a day? Give it a whirl, Corporal. I'd
          like to see how you fare.
          With the laser sights fading on the weapon, BOWER quickly
          cranks the power lever, keeping the gun raised-
          A slow grin spreads across GALLO'S face as he finally looks
          to him, revealing the thick streams of blood that have
          dripped from his nose, coating his chin and neck.

          GALLO (CONT`D)
          Try to imagine it. Imagine... yourself
          for five minutes without morality. I'll
          bet you'd surprise even yourself, kid-

                         BOWER
          Shut-up.

                         (TO NADIA)
          What's out there?
          NADIA shakes her head, rubbing away the sludge from the
          glass, squinting harder.

                         GALLO
          Imagine... us both. What's left to stop
          you? I offer you the kingdom and you-

                         BOWER

                         SHUT-UP-

                         GALLO
          There's still quite a few sleeping
          beauties down there... a thousand
          flavors. You up for a little window
          shopping?

                         BOWER
          Shut-up!

                         GALLO
          (licking his lips)
          I wanna see it. I'll bet you'd be a

                         REEEEAL TIGER-
          BOWER suddenly shoves him out of the chair, slamming him to
          the floor, jabbing the barrel into the back of his neck.

                         (CONTINUED)

                         

                         

                         

                         

          121.

                         CONTINUED: (4)

                         BOWER
          There will be law... in whatever world we
          create. And you'll pay for what you've
          done. Believe me.
          GALLO chuckles with his face pressed to the floor.

                         GALLO
          A real boy scout, is that it, kiddo?

                         BOWER

          HEAR ME ASSHOLE?!
          NADIA suddenly GASPS... flinching away from the cockpit
          windows, having just seen what's outside. Her expression is
          ghostly as she back pedals.

                         BOWER (CONT'D)
          What is it?
          GALLO looks up with a blood-soaked grin.

                         BOWER (CONT'D)
          What do you see!?

                         I

                         GALLO
          You ready for the new world, corporal?
          BOWER keeps the gun on him as he goes to the windows. NADIA
          has a ghostly expression, unable to speak. BOWER leans
          toward the glass, squinting into the darkness and...
          SWISH! An object moves past the outside of the glass. He
          leans closer, squinting to see... a school of ALIEN FISH dart
          past. The shin is underwater.
          BOWER staggers in shock, back pedalling as GALLO continues to
          chuckle.

                         BOWER

                         (DISBELIEF)
          We've... we've already crashed. We've
          already... we're...
          The time-code display rolls centuries past, more then a
          thousand years accounted for as it finally slows to a stop.

          BLIP... BLIP... BLIP.

                         BOWER (CONT'D)
          We've been... down here... all this
          time!? All this... time-

                         (CONTINUED)

                         

                         

                         

                         

          122.

                         CONTINUED: (5)
          BOWER staggers against the console in shock,. the weapon
          lowering to his side.

                         GALLO
          I guess this thing does land itself.
          Just doesn't float too well.
          BOWER lunges towards him and GALLO is ready for this one,
          quickly countering his move and SLAMMING BOWER into the
          console. He unleashes a vicious BLOW into BOWER'S throat.
          BOWER collapses, choking for air and GALLO kicks the gun
          away. He kneels over BOWER, slowly pulling out a blade.

          G_ALLO (CONT'D)
          And you thought you could be King!?
          He slides the blade under BOWER'S neck and... there's a WHIRL
          of magnetos.
          He looks up to see NADIA cranking the lever on the energy
          gun. She tries to turn the gun towards him and...

                         I
          GALLO lunges toward her just as she's able to FIRE! The
          BLA..ST of energy goes into the console with a CRACK of
          1 THUNDER, knocking everyone off their feet. Shattered glass
          and metal HIT the cockpit window like a spray of shrapnel...

                         CLOSE UP
          .sending a thin crack across the surface of the glass.
          She struggles to crank the lever again as GALLO charges,
          hitting the gun away. He SLAMS her over the console.

                         GALLO (CONT'D)
          My apologies. Ladies first... of course.

          ANGLE ON/CLOSE UP
          The crack on the window begins to spiderweb across...

                         ANGLE ON
          GALLO grabs her hair to expose her neck and angles the blade
          upward, forcing her to take a GASP as...
          BOSSSH! Water explodes through the windows, hitting the room
          like a hundred fire hoses. GALLO is hit directly and thrown
          across the room as NADIA and BOWER are engulfed by the blast
          of black water, sent tumbling.

                         CUT TO:

                         

                         

                         

                         

          123.

          INT. SLEEP CHAMBER/CONTROL DESK - CONT.

          The tremendous ROAR of rushing water rolls them down the
          stairwell and into the sleep chamber compartment in a raging
          torrent, a tidal wave slams into the wall.
          BOWER grabs onto NADIA and they claw themselves along the
          wall as computer terminals SPARK and LIGHTS go black. He
          pulls her to a sleep-chamber and he jumps inside the open
          hatch, pulling her with.

                         NADIA
          NO!? Are you crazy-

                         BOWER

          GET IN!
          He pulls her inside and turns to the control panel. He hits
          the keypad to read: >>> DETACHMENT INITIATED >>>
          BOWER struggles to close the hatch as water rushes in,
          SLAMMING it shut on top of them.
          GALLO struggles to keep his head above water as the fast
          moving current SLAMS him into the edge of the doorway. His
          I fingers claw at the manual lever for the door, tugging and
          tugging with no effect as the water rises above his head.

                         CUT TO:

          INT. SLEEP CHAMBER

          BOWER and NADIA are squeezed together inside the pod as water
          quickly rises above the porthole.

                         NADIA

                         (GASPING)
          Not like this! I can't- like this!

                         BOWER
          Hold on!
          Under the roar of the rushing water, hydraulics ignite.
          Micro-jets FIRE and WHOOSH! The pod launches, shooting down
          a tunnel until they're HIT with a tremendous JOLT.
          They are sent spinning into a wild tumble as bubbles and gas
          erupt across the outer surface. BOWER and NADIA slam into
          one another as the chamber turns end over end.
          Its roll seems to slow for a brief moment and BOWER squints
          toward the porthole to see...

                         (CONTINUED)

                         

                         

                         

                         

          124.

                         CONTINUED:

                         POV
          They are pulling away from the side of the ship. The
          exterior hull of the massive space ship slides past at a high
          rate of speed with a swirl of ocean water and bubbles.
          BAM! The pod SLAMS into something as SPARKS fly and seals
          are ruptured as WATER sprays in with a blinding BLAST. The
          chamber is sent into another violent roll as NADIA and BOWER
          tumble head over feet, as if caught within a washing machine.
          The chamber finally steadies as water washes across the
          control panel, one last burst of sparks knocks out the
          lights, taking them into BLACK.
          Only their gasps are heard as they squirm towards the upper
          corner... only a foot of air remaining.
          He grabs the mask connected to tubes in the side and pulls
          the straps over her head.

                         NADIA
          I What are you doing!?

                         BOWER
          1 Put it on!

                         NADIA
          No! I can't- Not like this! I'm not
          going to wake up and drowned-

                         BOWER

          PUT IT ON!
          He pulls it over her face as the water rises with only
          several inches of air inside the chamber. BOWER gasps
          desperately into the corner.
          NADIA gasps the air through the mask, making her eye-lids
          droop, slowly going unconscious. BOWER gasps one last breath
          and the water rises over his head.
          BOWER watches her body go limp and squirms for air as... a
          warm GLOW of WHITE LIGHT grows brighter through the porthole.
          As sunlight dances through the porthole, he kicks at the
          hatch and...

                         CUT TO:

                         

                         

                         

                         

          125.

          EXT. OCEAN SURFACE - DAY

          BOWER kicks open the hatch, gasping for breath. A gentle
          breeze ripples across the water with a sunlight flickering
          across the surface of an ocean.
          He pulls NADIA out of the chamber, ripping the mask off her
          face. Her eye-lids slowly begin to flicker back to
          consciousness.

                         BOWER
          Hey...? Hey?
          She chokes on the air and struggles to orientate herself,
          looking up to see him gazing down at her, coated with bright
          sunlight.

                         NADIA

                         (GASPING)
          Where are we? What happened?

                         BOWER

                         (GRIN)
          It's all right. It's safe to wake up
          this time.

                         I
          With eyes of disbelief, they turn to see...

                         WIDE ANGLE
          They sit on the edge of the sleep chamber as it lightly bobs
          within the ocean waves. They're just off shore from a
          stretch of mountainous tropical islands with waves crashing
          against the beaches. The unusual shape of the islands and
          their geography are nothing like we've ever seen on Earth.
          Several moons dot the sky and the sun is rising with a
          brilliant glow on the horizon.

          FADE TO BLACK:

          INT. COMMAND DECK

          Pitch black. A low CHURNING is heard, a motor that is
          pumping as the water lowers, allowing us to see across the
          dishevelled command platform, the walls dripping with water.
          The water is being drained through the grates in the floor as
          unseen bilge pumps are heard loudly WHIRLING. The pump
          motors whine down and shut off as...

                         CONTROL CONSOLE
          A hand flips off the switch for the ventilation ducts. It's

          GALLO...

                         (CONTINUED)

                         

                         

                         

                         

          126.

                         CONTINUED:
          standing at the console, having changed clothes and recovered
          from the ordeal. He examines the empty tank where BOWER'S
          sleep chamber once sat. He eyes the other sleep-chambers,
          deeply contemplating.
          He goes back to the control console, scanning across the
          numerous surveillance monitors that reveal...
          PASSENGERS and HUNTERS engaged in a variety of activities all
          across the ship. Some are seen fighting, some searching for
          food, some searching for a way out, some alone weeping. A
          kingdom, for the taking.
          He pulls out a coffee packet and slowly begins mixing himself
          a cup, deeply contemplating as he looks across the screens.
          He glances over to see... YOUNG GALLO, the younger version of
          himself, who is seated nearby, watching with a grin. The
          blood is gone from his face, appearing clean-cut, clean
          uniform.

                         YOUNG GALLO
          Well, if you're gonna be captain... what
          are we gonna do now?
          Off his look...

                         CUT TO:

          INT. SLEEP CHAMBER COMPARTMENT - LATER

          SHUSH... THUD. Doors open to another sleep chamber
          compartment, completely undisturbed. Four undisturbed sleep-
          chambers are lined against the wall.
          GALLO enters, now wearing the CAPTAIN'S uniform, he
          straightens his collar and kneels next to one of the pods,
          typing into the panel. A grin appears as he removes the
          wedding ring (PAYTON'S ring) he'd forgotten he's still
          wearing.

                         GALLO
          What is a King... without his Queen.
          He hits the control panel switch and...

          INT. SLEEP CHAMBER

          A FEMALE CREW MEMBER, a beautiful young woman, deep in hyper--
          slumber suddenly twitches... her EYES opening wide with a
          GASP as she stares into CAMERA.

          CUT TO BLACK.

                         THE END



Pandorum



Writers :   Travis Milloy
Genres :   Action  Horror  Sci-Fi


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