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Star Trek: The Wrath Of Khan

                                STAR TREK II: THE WRATH OF KHAN


   
                                           Written By:
                                          Harve Bennett

                                      Participating Writers
                                         Jack B. Sowards
                                        Samuel A. Peeples

                                                                      
                                                                     
                                                                      
                                                                         




                   MAIN TITLE SEQUENCE (TO BE DESIGNED)

                   FADE IN:

               1   BLACK                                                        1

                   Absolute quiet. SOUND bleeds in. Low level b.g.
                   NOISES of Enterprise bridge, clicking of relays,
                   minor electronic effects. We HEAR A FEMALE VOICE.

                                           SAAVIK'S VOICE
                             Captain's log. Stardate 8130.3,
                             Starship Enterprise on training
                             mission to Gamma Hydra. Section 14,
                             coordinates 22/87/4. Approaching
                             Neutral Zone, all systems
                             functioning.

                   INT. ENTERPRISE BRIDGE

                   As the ANGLE WIDENS, we see the crew at stations;
                   (screens and visual displays are in use): COMMANDER
                   SULU at the helm, COMMANDER UHURA at the Comm Con-
                   sole, DR. BONES McCOY and SPOCK at his post. The
                   Captain is new -- and unexpected. LT. SAAVIK is young
                   and beautiful. She is half Vulcan and half Romulan.
                   In appearance she is Vulcan with pointed ears, but her
                   skin is fair and she has none of the expressionless
                   facial immobility of a Vulcan.

                                           SULU
                             Leaving Section Fourteen for
                             Section Fifteen.

                                           SAAVIK
                             Project parabolic course to
                             avoid entering Neutral Zone.

                                           SULU
                             Aye, Captain.

                                           UHURA
                                     (suddenly)
                             Captain... I'm getting something
                             on the distress channel. Minimal
                             signal... But something...

                                           SAAVIK
                             Can you amplify?

                                           UHURA
                             I'm trying...

                                           SULU
                             Course change projected.

                                           UHURA
                             It's an emergency distress call!

                                           SAAVIK
                             On speakers!

                                           VOICE
                                     (filtered, breaking up)
                             Imperative! Imperative! This is
                             the Kobayashi Maru -- nineteen
                             periods out of Altair Six. We
                             have struck a gravitic mine and
                             have lost all power... Our hull
                             is...
                                     (breaks up, static)
                             ... and many casualties.

                                           UHURA
                             This is the Starship Enterprise.
                             Your message is breaking up. Give
                             your coordinates. Repeat --

                                           VOICE
                             Enterprise, our position is Gamma
                             Hydra, Section Ten...

                                           SAAVIK
                             In the neutral zone.

                                           VOICE
                             Hull penetrated, life support
                             systems failing. Can you assist 
                             us, Enterprise? Can you...

                   Breaks up.

                                           SAAVIK
                             Data on Kobayashi Maru! Tactical!

                   Tactical on big screen.

                                           COMPUTER VOICE
                             Subject vessel is third class
                             neutronic fuel carrier, crew of
                             eighty-one, three hundred passengers.

                                           SAAVIK
                             Damn.
                                     (then)
                             Mr. Sulu, plot an intercept course.

                                           SULU
                             May I remind the Captain that if a
                             Starship enters the zone --

                                           SAAVIK
                             I'm aware of my responsibilities,
                             Mister.

                                           SULU
                                     (with a nod)
                             ... Now entering the Neutral 
                             Zone...

               2   OMITTED                                                      2

               3   INT. ENTERPRISE BRIDGE - ANOTHER ANGLE                       3

                                           COMPUTER VOICE
                             Warning. We have entered the
                             Neutral Zone... Warning...

                                           SULU
                             Estimating two minutes to intercept.

                   On screen: Enterprise approaches the stricken vessel.

                                           SAAVIK
                             Stand by transporter room, ready
                             to beam survivors, aboard.

                                           UHURA
                             Captain, I've lost their signal!

                                           COMPUTER VOICE
                             Alert. Sensors indicate three
                             Klingon Cruisers, bearing 316,
                             mark 4, closing fast.

                                           SAAVIK
                             Visual!

                   On screen we see the approach  of the Klingon vessels,
                   they are dark and sinister.

                                           SAAVIK
                                     (continuing)
                             Battle stations! Activate shields!

                   The ALARM SOUNDS.

                                           SULU
                             Shields activated!

                                           SAAVIK
                             Inform the Klingons we are on a
                             rescue mission...

                                           UHURA
                             They're jamming all frequencies,
                             Captain --

                                           COMPUTER VOICE
                             Klingons on attack course and closing.

                   Screen verifies this. Saavik makes an agonized choice.

                                           SAAVIK
                             We're over our heads. Mr. Sulu,
                             get us out of here.

                                           SULU
                             I'll try, Captain.

                                           COMPUTER VOICE
                             Klingon cruisers approaching,
                             bearing 090, mark 20.

                                           SAAVIK
                             Visual!

                   The image flops: more Klingons approach. They FIRE
                   photon torpedoes.

                                           SAAVIK
                                     (continuing)
                             Evasive action!

                   Sulu does his best, but Enterprise is hit; Sulu is
                   hurled from his station, and Bones hurries to him.

                                           SAAVIK
                                     (continuing)
                             Engineering! damage report!

                                           SCOTTY'S VOICE
                                     (INTERCOM)
                             Main energizer hit, Captain!

                                           SAAVIK
                             Engage auxiliary power. Prepare
                             to return fire!

                   The bridge takes another hit -- a big one. In its wake
                   there is a second electrical EXPLOSION along the communi-
                   cations panel. Uhura falls from her station. Bones
                   rushes to her side amid the smoke and alarms.

                                           A CADET
                             Shields collapsing, Captain!

                                           SCOTTY'S VOICE
                                     (FILTERED)
                             Captain, we're losing auxiliary
                             power!

                                           SAAVIK
                             Fire all phasers...!

                                           SPOCK
                             No power to the weapons system,
                             sir.

                   Another hit: reverberating flashes of spark and flame
                   on the bridge. Spock dies. Bones comes to him, but
                   even as he coughs his way through the smoke, a final
                   hit and Bones falls. The room is smoke filled and a
                   shambles. Saavik looks about in shock.

                                           SCOTTY'S VOICE
                                     (FILTERED)
                             Captain, it's no use. We're
                             dead in space.

                   Saavik digests this for a painful moment. Then, touch-
                   ing a comm button:

                                           SAAVIK
                             Activate escape pods. Send out the
                             Log Buoy... All hands abandon ship.
                             Repeat -- all hands --

                                           KIRK'S VOICE
                                     (FILTERED)
                             All right, open her up.

                   There is a loud CLANGING and  --

               4   FULL SHOT - ENTERPRISE BRIDGE                                4

                   The side walls of the "bridge" slide apart, revealing
                   a lighted room beyond. Through the opening strides
                   KIRK. He stops, surveys the shambles, and shakes his
                   head.

                                           SAAVIK
                             Any suggestions, Admiral?

                                           KIRK
                             Prayer, Mr. Saavik. The Klingons
                             do not take prisoners.
                                     (to Spock)
                             Captain.

                                           SPOCK
                             Trainees to the briefing room.

                   Sulu awakens with a grin. Uhura straightens herself
                   demurely. The Trainees head toward the distant room,
                   Spock rises and leaves. Bones remains on the floor,
                   head propped in his hand, whimsically.

                                           KIRK
                             Physician, heal thyself.

                                           BONES
                             That's all you have to say?

                                           KIRK
                             I'm not a drama critic.

                   Bones rolls his eyes and rises. Kirk sees Saavik who
                   has not moved.

                                           KIRK
                                     (continuing)
                             Well, Mr. Saavik, are you going
                             to stay with the sinking ship?

                                           SAAVIK
                             Permission to speak candidly, sir?

                                           KIRK
                             Very well.

                                           SAAVIK
                                     (fights emotion)
                             I don't believe this was a fair
                             test of my command capabilities.

                                           KIRK
                             And why not?

                                           SAAVIK
                             Because... there was no way to win.

                                           KIRK
                             A no-win situation is a possibility
                             every commander may face. Has that
                             never occurred to you?

                                           SAAVIK
                             ... No, sir. It has not.

                                           KIRK
                             How we deal with death is at least
                             as important as how we deal with
                             life, wouldn't you say?

                                           SAAVIK
                                     (falters)
                             As I indicated, Admiral, that
                             thought had not occurred to me.

                                           KIRK
                             Then you have something new to think
                             about. Carry on.

                   She stays at attention.

                                           BONES
                             Wouldn't it be easier to put
                             an experienced crew back on the
                             ship?

                                           KIRK
                             They'll learn. Galloping about the
                             cosmos is a game for the young,
                             doctor.

                   He leaves. They look at each other.

                                           UHURA
                                     (offended)
                             What is that supposed to mean?

                   HOLD ON Saavik.

               5   INT. CORRIDOR OUTSIDE THE SIMULATOR ROOM - DAY               5

                   Kirk rounds the corner and sees Spock, leaning against
                   the wall.

                                           KIRK
                                     (dry)
                             Aren't you dead?

                   Spock almost smiles.

                                           KIRK
                                     (continuing)
                             I assume you are loitering here
                             to learn what efficiency rating
                             I plan to give your cadets.

                                           SPOCK
                             I am understandably curious.

                   They walk together.

                                           KIRK
                             They destroyed the simulator room
                             and you with it.

                                           SPOCK
                             The Kobayshi Maru scenario 
                             frequently wreaks havoc with
                             students and equipment.
                                     (dry)
                             As I recall you took the test
                             three times yourself. Your final
                             solution was, shall we say, unique?

                                           KIRK
                                     (solemn)
                             It had the virtue of never having
                             been tried.                             

                                           SPOCK
                             Yours was not a solution which
                             would have occurred to a Vulcan
                             mentality.

                                           KIRK
                             So you said at the time. Speaking
                             of which, your prot‚g‚'s first
                             rare -- a trifle emotional --

                                           SPOCK
                             She's half Romulan, Jim. The
                             admixture makes her more volatile
                             than -- me, for example.

                                           KIRK
                             Than you. Yes, I see that. By
                             the way, thank you for this.

                   He lifts the book.

                                           SPOCK
                             I know of your fondness for antiques.

                                           KIRK
                                     (reads)
                             'It was the best of times, it was
                             the worst of times...' Message,
                             Spock?

                                           SPOCK
                             None of which I am consciously
                             aware -- except, of course, happy
                             birthday -- surely the best of times.

                   Kirk looks around uncomfortably, overlaps:

                                           KIRK
                             Hrummm... and where are you off
                             to, now?

                                           SPOCK
                             The Enterprise. I must check in
                             before your inspection. And you?

                                           KIRK
                                     (shortly)
                             Home.

                   Spock studies him --

                                           SPOCK
                             Something oppresses you.

                   They are old friends --

                                           KIRK
                             Something.

                   He steps into a turbo elevator. The doors close as
                   Spock watches, wiping the scene.

               6   EXT. DEEP SPACE - NEAR CETI ALPHA V                          6

                   In f.g. is the U.S.S. RELIANT, an older, somewhat
                   battered starship of the ENTERPRISE class, with a
                   slightly different configuration. Reliant approaches
                   an inhospitable-looking yellow planet: CETI ALPHA V

                                           CHEKOV'S VOICE
                             Starship log, Stardate 8130.4.
                             This report classified MOST SECRET.
                             Log Entry by Commander Pavel Chekov,
                             Duty Officer. Starship USS Reliant
                             on orbital approach with Ceti Alpha
                             VI in connection with project code
                             name GENESIS. We are continuing
                             our search for a lifeless planet
                             which will serve as a suitable test
                             site for the Genesis Experiments.
                             This is the 16th planet we have
                             visited, so far, no success.
                             
               7   INT. BRIDGE OF RELIANT                                       7

                   Well-aged and distinctive. The usual compliment of
                   officers and crew. CAPTAIN CLARK TERRELL, about 45,
                   soft spoken and in good shape, but somewhat laconic.

                   Behind Terrell, surveying the data screen is COMMANDER
                   CHEKOV, aged some, but still boyish.

                                           TERRELL
                             Standard orbit, Mr. Beach.

                                           BEACH
                             Standard orbit, sir.

                                           TERRELL
                             Any change in surface scan?

                                           BEACH
                             Negative. Limited atmosphere,
                             dominated by craylon gas, sand and
                             high velocity winds. Incapable
                             of supporting life forms.

                   Forward screen: Ceti Alpha.

                                           CHEKOV
                             Does it have to be completely
                             lifeless?

                   Terrell rises and crosses to Chekov.

                                           TERRELL
                             Don't tell me you've got something.

                                           CHEKOV
                                     (points)
                             We've picked up a minor energy flux
                             reading on one dyno scanner.

                                           TERRELL
                             Damn! Are you sure? Maybe the
                             scanner's out of adjustment --

                                           CHEKOV
                             I suppose it could be a particle
                             of preanimate matter caught in the
                             matrix...

                                           TERRELL
                             All right, let's get on the Comm-pic to
                             Doctor Marcus. Maybe it's something
                             we can transplant.

                                           CHEKOV
                             You know what she'll say...

               8   EXT. DEEP SPACE - REGULA I SPACE STATION                     8

                   A functional cluster of modules serve as a scientific
                   complex, a futuristic White Sands, orbiting a small
                   barren plantoid in b.g.: Regula.

                                           CAROL MARCUS'S VOICE
                                     (FILTERED)
                             Something you can transplant? I
                             don't know --

               9   INT. SPACE STATION - CAROL'S LAB                             9

                   Big but deserted except for Carol, in contact with
                   Reliant. Surrounded by equipment clearly meant for
                   many workers, CAROL MARCUS is in her early forties,
                   attractive and intelligent. Static mars the trans-
                   missions.

                   On the monitor: Terrell and Chekov, looking hopeful.

                                           TERRELL
                             It might only be a particle of
                             preanimate matter...

                                           CAROL
                             Then again it might not. You
                             boys have to be clear on this:
                             there can't be so much as a
                             microbe or the show's off.
                                     (she thinks)
                             Why don't you have a look? If it
                             IS something that can be moved...

                                           TERRELL
                                     (eager)
                             You bet, doctor. We're on our way!

                   Carol sighs as the image fades, not happy.

              10   INT. CORRIDOR, SPACE STATION REGULA I                       10

                   Carol walks through the labyrinthine complex with
                   DAVID, her son, a bright young scientist of twenty.
                   He is good looking and humorous.

                                           DAVID
                             How can you let them pull that
                             stuff on you? They're just lazy.

                                           CAROL
                             And bored. I know. But maybe it
                             IS something they can...

                                           DAVID
                             Come on, Mother, that's just the
                             military mentality. Never put off
                             tomorrow what you can put off today.
                             If there's one atom of life...

                                           CAROL
                             I know, I know...

                   Silence.

                                           DAVID
                             Well, don't have kittens.
                             Genesis is going to work. They'll
                             remember  you in a wreath with
                             Newton, Einstein, Surak...

                                           CAROL
                                     (mock outrage)
                             Thanks a lot. No respect from my
                             offspring --

                                           DAVID
                             Par for the course... you teaming
                             up with me for bridge after dinner?

                                           CAROL
                             Maybe...

                                           DAVID
                             Every time we have dealings with
                             Starfleet, I get nervous.
                                     (shrugs)
                             We're dealing with something
                             that COULD be perverted into
                             a dreadful weapon. Remember that
                             overgrown boy scout you used to
                             hang out with? That's exactly
                             the --

                   They walk past the CAMERA, their VOICES FADING.

                                           CAROL
                             Listen, kiddo, Jim Kirk was many
                             things, but he was never a Boy
                             Scout...

                   HOLD ON the empty corridor.

              11   INT. KIRK'S APARTMENT, TERRA - NIGHT                        11

                   Kirk reads the novel, trying to focus. His flat befits
                   an Admiral and a loner with few possessions, except
                   a collection of antiques.

                   WE HEAR A SOFT BONG.

                   Startled, Kirk lowers the book and pushes a button.

                                           KIRK
                             Come.

                   The door slides open and Bones enters. He carries two
                   packages, one of them wrapped in brown paper.

                                           KIRK
                                     (continuing)
                             Bless me, doctor; and what beams
                             you into this neck of the woods?

                                           BONES
                             'Beware Romulans bearing gifts.'
                             Happy Birthday...

                   With a flourish, he pulls out a bottle of blue
                   liquid.

                                           KIRK
                             Romulan Ale! Bones, you know
                             this stuff is illegal --

                                           BONES
                                     (broad)
                             I only use it for medicinal
                             purposes. Don't be a pring...

                                           KIRK
                                     (reading the label
                                       with difficulty)
                             Twenty-two, eighty-three...

                                           BONES
                             Takes the stuff a while to
                             ferment. Gimme.

                   He takes the bottle and pours; continues talking.

                                           BONES
                                     (continuing)
                             Now open the other one.

                   Kirk starts to obey.

                                           KIRK
                             I'm almost afraid to. What did
                             you bring me, contraband Klingon --

                                           BONES
                             More antiques for your collection
                             -- Cheers!

                   They drink. The package is opened: a pair of gold
                   "Ben Franklin" half-glasses. (N.B.: Romulan Ale is
                   an INSTANT DRUNK: both men react.)

                                           KIRK
                             Cheers. Bones, these are... charming.

                                           BONES
                             Four hundred years old. You don't
                             find many with the lens still
                             intact.

                                           KIRK
                             Uh -- what are they?

                                           BONES
                             For your eyes. For most patients
                             of your age, I generally administer
                             Retlax Five to restore flexibility
                             of the lens.

                                           KIRK
                             But I'm allergic to Retlax.

                                           BONES
                             Exactly. Happy birthday.

                   He toasts. Kirk is unsure how they work.

                                           BONES
                                     (continuing)
                             Slide them down your nose. Now look
                             at me over the top. And you read
                             printed matter through the bottom.

                                           KIRK
                                     (reacts)
                             Amazing! I don't know what to say --

                                           BONES
                             Say thank you.

                                           KIRK
                             Thank you.

                   An awkward silence.

                                           BONES
                             Damn it, Jim, what the hell's the
                             matter? Other people have birthdays.
                             Why're we treating yours like a funeral?

                                           KIRK
                             Bones, I don't want to be lectured.

                                           BONES
                             What DO you want? Damn it, why
                             isn't there a girl here? You know
                             this has nothing to do with age.
                             This is about you flying a goddamn
                             computer console when you wanna be
                             out hopping Galaxies.

                                           KIRK
                             Spare me your notions of poetry,
                             please. We all have our assigned
                             duties and...

                                           BONES
                             Bull. You're hiding -- hiding
                             behind the rules and regulations --

                                           KIRK
                             And who am I hiding from?

                                           BONES
                             From yourself, Admiral.

                   Pause. Kirk pours another drink.

                                           KIRK
                             Don't mince words, Bones; tell
                             me what you really think.

                                           BONES
                                     (mild take)
                             I'm your doctor and I'm your friend, 
                             Jim. Get back your command. Get it
                             back before you really do grow old.
                             Before you turn into part of this
                             collection.

                   They look at each other.

              12   EXT. RELIANT - DEEP SPACE                                   12

                   orbiting Ceti Alpha V.

                   VOICES OVER indicate the transporter room is ready.

              13   OMITTED                                                     13

              14   EXT. SURFACE CETI ALPHA V                                   14

                   A YELLOW PLANET, in constant SWIRLING HURRICANE WINDS
                   OF SAND. Terrell and Chekov materialize. Their VOICES,
                   filtered, are hard to make out.

                   With the TRICORDER to guide them, they set out...

                                           TERRELL
                             Are you sure these are the
                             coordinates?

                                           CHEKOV
                             Captain, this is the garden spot
                             of Ceti Alpha VI --

                                           TERRELL
                             I can hardly see --

              15   SEVERAL ANGLES                                              15

                   The difficult search, the men leaning into the wind --

              16   TERRELL                                                     16

                   is ahead of Chekov on a slight rise --

                                           CHEKOV
                             There's nothing, let's go --

              17   ANGLE                                                       17

                   Terrell waves him frantically forward. As Chekov
                   moves up, we rise with him to the top of the ridge and
                   look down.

              18   ANGLE - THEIR POV                                           18

                   A RUINED SERIES OF MAN-MADE STRUCTURES, half buried in
                   sand. They look at each other in consternation. Chekov
                   is worried; something about all this is familiar.

                   They descend towards the structures, now seen to be the
                   wreckage of some sort of space craft.

                   They pass but do not notice the FEDERATION LOGO, half
                   buried next to their feet.

                                           TERRELL
                             They look like cargo carriers...

                   As Chekov looks at the porthole, a face suddenly looks
                   back! It is the face of a CHILD! The Apparition
                   scares the daylights out of Chekov -- and us. He
                   screams.

                                           TERRELL
                                     (continuing)
                             What is it?

                   He comes clumsily over --

                                           CHEKOV
                             A face! I saw -- it was like a
                             child --

                   He points. The porthole is empty.

                                           TERRELL
                             You're crazy -- !

                                           CHEKOV
                             I saw it -- !

                                           TERRELL
                             There's an air-lock.

                   He points and they go into the airlock.

              19   INT. CARGO HOLD                                             19

                   Terrell and Chekov enter, dumbfounded. THEIR POV.
                   Someone lives here -- there are beds, food, all jury-
                   rigged -- but no people. Terrell checks a monitor.

                                           TERRELL
                             There's breathable atmosphere in here.

                   He takes off his helmet; Chekov likewise.

                                           TERRELL
                                     (continuing)
                             What the hell is this? Did they
                             crash? Where's the rest of the
                             ship?

                   They wander as they talk, picking up objects that be-
                   speak a fairly sophisticated ad hoc environment: a
                   laboratory in one hold; a kitchen; A LARGE SAND TANK
                   filled with disgusting CETI EELS.

                   ABRUPTLY A SOUND -- They start: CHILD'S GURGLE.

                                           CHEKOV
                                     (terrified)
                             I told you! I told you I saw a --

                                           TERRELL
                             Ssssh!

                   They start looking. They enter a new chamber --

              20   KHAN'S QUARTERS                                             20

                   On its side in the sand: the walls are now the floor,
                   etc. All in crookedness -- like its owner. On the
                   floor, smiling at them (i.e., the wall) is a BABY.

                   Tentatively they come over to it, looking around --

              21   ANGLE - CHEKOV'S POV                                        21

                   Lethal-looking odd swords on one wall, a bookshelf;
                   CAMERA PANS by 20th Century volumes; MOBY DICK, KING
                   LEAR, THE HOLY BIBLE -- and a seat belt dangling with
                   the name on it -- Botany Bay.

                   Chekov mouths the words, softly at first, then aloud --

                                           CHEKOV
                             Botany Bay -- oh no!

                                           TERRELL
                                     (examines the child)
                             What's the matter -- ?

                   Chekov runs, tries to get his helmet on, tries to drag
                   Terrell --

                                           CHEKOV
                             Captain, we've got to get out of
                             here -- now! Damn! Hurry!

                   Terrell catches his urgency --

                                           TERRELL
                             But the child --

                                           CHEKOV
                             Never mind! Hurry!

              22   EXT. CARGO HOLD AIRBAY                                      22

                   Terrell and Chekov emerge, helmeted, then stop dead.

              23   ANGLE - THEIR POV                                           23

                   A RING OF SUITED FIGURES has them surrounded.

              24   INT. RELIANT - THE BRIDGE                                   24

                   Mr. Beach, the duty officer, stands looking at Ceti
                   Alpha V on the forward screen.

                                           BEACH
                             Try again.

                                           KYLE
                             Starship Reliant to Captain Terrell
                             ... This is Lieutenant Kyle. Will
                             you please respond, Captain...
                             Captain Terrell, respond please.

                   Nothing.

                                           BEACH
                                     (thinks)
                             Let's give them a little more
                             time.

              25   INT. CARGO HOLD - CETI ALPHA V                              25

                   Terrell and Chekov are held by FOUR STRONG MEN.

                   They seem to be waiting. One of the men is JOACHIM.

                   Out of the airlock steps a tall masked figure. A
                   moment of suspense as Terrell and Chekov watch, terri-
                   fied. The mask is peeled back.

                                           CHEKOV
                                     (aloud despite himself)
                             Khan!

                   KHAN is startled by the recognition; comes over and
                   examines Chekov and Terrell.

                                           KHAN
                                     (finally)
                             I don't know you. But you. I never
                             forget a face. Mister Chekov,
                             isn't it?
                                     (wonderingly)
                             I never thought to see your face
                             again.

                                           TERRELL
                             Chekov, who is this man?

                                           CHEKOV
                             A criminal, Captain -- a product of
                             the late 20th Century genetic
                             engineering --

                                           TERRELL
                             What do you want with us? I demand --

                                           KHAN
                                     (mild)
                             You are in a position to demand
                             nothing, sir. I, on the other hand,
                             am in a position to grant nothing.
                             What you see is all that remains of
                             the ship's company and the crew of the
                             Botany Bay, marooned here fifteen
                             years ago by Captain James T. Kirk.

                                           TERRELL
                             Listen to me -- you men and women --

                                           KHAN
                             Save your strength, Captain, these
                             people have sworn to live and die at
                             my command two hundred years before
                             you were born. Do you mean he...
                                      (i.e. Chekov)
                             ... never told you the tale?
                             To amuse you, Captain? Never told
                             you how the Enterprise picked up the
                             Botany Bay, lost in space from the
                             year 1996, myself and the ship's
                             company in cryogenic freeze?

                                           TERRELL
                             I've never even met Admiral Kirk --

                                           KHAN
                             Admiral? He didn't tell you how
                             Admiral Kirk sent seventy of us into
                             exile on this barren sand heap with
                             only the contents of these cargo bays
                             to sustain us?

                                           CHEKOV
                             You lie! On Ceti Alpha V there was
                             life, a fair chance to --

                                           KHAN
                             This is Ceti Alpha V! Ceti Alpha VI
                             exploded six months after we were
                             left here. The shock shifted the
                             orbit of this planet and everything
                             was laid waste. Admiral Kirk never
                             bothered to check on our progress.
                             It was only the fact of my genetically
                             engineered intellect that enabled us
                             to survive! On earth, two hundred
                             years ago, I was a prince, with power
                             over millions -- now, like Prometheus
                             I have been left by Admiral Kirk to
                             digest my own entrails.

                                           CHEKOV
                             Captain Kirk was your host! You repaid
                             his hospitality by trying to steal his
                             ship and murder him.

                                           KHAN
                                     (moves closer)
                             And I'll wager he never told you
                             about his shipmate, the beautiful
                             and courageous Lieutenant McGiver,
                             who gave up everything to join me
                             in exile. OUT OF LOVE. And see how
                             Admiral Kirk requited her devotion --
                             She's dead as earth!

                   The wind howls in the silence. When Khan turns, his
                   eyes are filled with tears.

                                           KHAN
                                     (continuing)
                             A plague upon you all.

                   He recovers his poise and returns to them --

                                           KHAN
                                     (continuing)
                             You didn't expect to find me.
                             You thought this was Ceti Alpha VI.
                             Why are you here?

                   They don't answer. Khan goes over to Terrell and, WITH
                   ONE HAND, LIFTS HIM INTO THE AIR --

                                           KHAN
                                     (continuing)
                             Why?

                   Terrell gasps, stays silent --

                                           KHAN
                                     (continuing)
                             No matter.

                   He lets go; Terrell falls with a thud --

                                           KHAN
                                     (continuing)
                             You will soon tell me willingly
                             enough.

                   He goes over to the tank and dips a kind of strainer in,
                   pulling out TWO CETI EELS -- wriggling items --

                                           KHAN
                                     (continuing)
                             Let me introduce you to Ceti Alpha V's
                             only remaining indigenous life form;
                             what do you think? They've killed
                             twenty of my people, including my
                             beloved wife. Oh, not all at once
                             and not instantly, to be sure. Their
                             young enter through the ears and wrap
                             themselves around the cerebral cortex.
                             This has the effect of rendering the
                             victim extremely susceptible to
                             suggestion. Later, as they grow,
                             follows madness, paralysis -- and
                             death. These are pets, of course --
                             not quite domesticated.

                   As he speaks, Khan dumps an eel in each of their helmets;
                   he swirls the helmets around as though he were mixing
                   martinis --

                                           CHEKOV
                             Khan, listen to me! Captain Kirk
                             was only doing his duty! You --

              26   CLOSE UP - KHAN - CAMERA IN                                 26
                             
                                           KHAN
                             There is some pain at first, I am
                             told, and then the effects are quite
                             benign -- until the end. That was
                             what I learned from watching my wife.

                   At a sign, the helmets are slammed down. As the muffled
                   shrieks are heard from within, the eels crawl across
                   the faces of Chekov and Terrell; with unerring in-
                   stincts they head for the ears of the two hapless men.
                   There is some atrocious pain as they enter -- then
                   dazed calm.

                                           KHAN
                                     (continuing)
                             That's better! Now: tell me why
                             you are here -- and tell me where I
                             may find James Kirk.

              27   INT. RELIANT BRIDGE                                         27

                                           KYLE
                             Captain Terrell. Captain Terrell...
                             This is Reliant; please respond.

                   No answer -- Beach makes up his mind --

                                           BEACH
                             Mr. Kyle, muster a landing party
                             with full arms. Alert the
                             transporter room. We're beaming
                             down.

                   He heads for the door but is stopped by:

                                           TERRELL'S VOICE
                                     (filtered)
                             Reliant, this is Terrell. Respond
                             please.

                                           BEACH
                             This is Reliant. Clark, are you
                             all right?

                   Fractional pause.

                                           TERRELL'S VOICE
                                     (filtered)
                             Everything's fine, commander. I'll
                             explain when I see you. Oh, by the 
                             way, we're bringing several guests
                             aboard. Prepare to beam up on my
                             next signal. Terrell out.

                   Beach and Kyle look at each other.

                                           KYLE
                             Guests?

                                           BEACH
                             Maybe we ARE transplanting something.

              28   EXT. ORBITING SPACE DOCK AREA - TERRA (FEATURE STOCK)       28

                   A SPACE SHUTTLE moving toward us.

              29   INT. SPACE SHUTTLE                                          29

                   A new composite. Bones, Sulu, Uhura and Kirk -- who
                   sits, reading. Through the windows we can see the
                   approach to the starship ENTERPRISE. Kirk looks up,
                   nods. Sulu activates a comm button.

                                           SULU
                             Enterprise, this is Admiral Kirk's
                             party on final approach.

                                           ENTERPRISE VOICE
                                     (filtered)
                             Enterprise welcomes you. Prepare 
                             for docking.

                   Kirk looks up from his book as Sulu sits next to him.

                                           KIRK
                             I really must thank you.

                                           SULU
                                     (embarrassed)
                             I am delighted; any chance to go
                             aboard Enterprise, however briefly,
                             is always an excuse for nostalgia.

                                           KIRK
                             I cut your new orders personally. By
                             the end of the month, you'll have your
                             first command: USS EXCELSIOR.

                                           SULU
                             Thank you, sir. I've looked
                             forward to this for a long time.

                                           KIRK
                             You've earned it. But I'm still
                             grateful to have you at the helm
                             for three weeks. I don't believe
                             these kids can steer.

                   Sulu laughs.

              30   EXT. SPOCE DOCK - TERRA (FEATURE STOCK)                     30

                   The shuttle approaches the mammoth airstrip. As we
                   near the ship, a few WORK CREWS IN SPACE flit about
                   her hull, working.

              31   EXT. ENTERPRISE (FEATURE STOCK)                             31

                   The shuttle makes its way to the Docking Lock of the
                   mother ship and settles in place.

              32   INT. ENTERPRISE DOCKING BAY                                 32

                   A reception group awaits, led by Captain Spock. Saavik
                   stands at his side, in company of the Trainee crew.
                   Also present: CHIEF ENGINEER MR. SCOTT and members of
                   his staff in their distinctive uniforms.

                                           INTERCOM VOICE
                             Docking procedure complete.

                                           SPOCK
                             Prepare for Admiral's inspection.

                   The group comes to attention.

                                           SPOCK
                                     (continuing)
                             Open the Air Lock.

                   The doors open. Kirk and his staff are piped aboard
                   by an electronic version of the boatswain's tradi-
                   tional whistle. Kirk salutes the Federation symbol
                   and steps forward to exchange salutes with Spock.

                                           KIRK
                             Permission to come aboard, Captain?

                                           SPOCK
                             Welcome aboard, Admiral. I believe
                             you know my trainee crew. Certainly
                             they have come to know you.

                                           KIRK
                                     (dryly to Saavik)
                             Yes, we've been through death and
                             life together.

                   Saavik stiffens slightly -- humor is not her forte.

                                           KIRK
                                     (continuing to Scotty)
                             Mr. Scott, you old space dog. You're
                             well?

                                           SCOTTY
                             I had me a wee bout -- but Dr. McCoy
                             pulled me through.

                                           KIRK
                             Oh? A wee bout of what, Mr. Scott?

                   Uncomfortable, Scotty exchanges a glance with Bones --

                                           BONES
                             Shore leave, Admiral.

                                           KIRK
                             Ah.

                   He stops before a BRIGHT-FACED FOURTEEN-YEAR OLD, stand-
                   ing so stiff he looks like he'll break -- in an
                   engineer's uniform.

                                           KIRK
                                    (continuing)
                             And who is this?

                                           PRESTON
                                     (breathless)
                             Midshipman First Class Peter Preston,
                             engineers mate, SIR.

                   A big salute. Kirk is amused, returns the salute.

                                           KIRK
                             Your first training voyage, Mr.
                             Preston?

                                           PRESTON
                             Yes, SIR.

                                           KIRK
                             I see. Well, shall we start with
                             the engine room?

                   He moves, followed by his staff.

                                           SCOTTY
                                     (eyeing his prot‚g‚)
                             I believe you'll find all in order --

                                           SPOCK
                             We'll see you on the bridge, Admiral.

                                           KIRK
                             Very good, Mr. Spock.

                   Kirk and party leave. CAMERA PUSHES IN ON SPOCK AND
                   SAAVIK.

                                           SAAVIK
                             He's not what I expected, Sir.

                                           SPOCK
                             What did you expect, Lieutenant?

                                           SAAVIK
                                     (uncertain)
                             He's very human.

                                           SPOCK
                             We can't all be perfect, Saavik.
                             You must control your prejudices
                             and remember that as a Vulcan as
                             well as a Romulan you are forever
                             a stranger in an alien land.
                             Around you are humans, and as a
                             member of the Starfleet you are
                             unlikely ever to escape their
                             presence or their influence.
                             You must learn to tolerance in addition
                             to all else I have taught you.
                             Tolerance is logical.

                   Saavik is humbled.

                                           SAAVIK
                             As always, my mentor. Company dismiss.

              33   INT. ENTERPRISE ENGINE ROOM - LOOKING DOWN                  33

                   The inspection party dwarfed by the size. Silence as
                   Kirk looks around, runs a finger for dust, etc.
                   Scotty, his team and Preston, stand at attention.

              34   ANGLE - FLOOR OF ENGINE ROOM                                34

                   FEATURING power room separated by glass from the rest
                   of the facilities. Bones, Sulu, Uhura, and some train-
                   ees watch as Kirk inspects one console, clearly the
                   responsibility of the bursting Midshipman Preston.

                                           PRESTON
                                      (blurting)
                             I believe you'll find everything
                             shipshape, Admiral.

                                           KIRK
                                     (sternly puts
                                      him on)
                             Oh do you? Have you any idea,
                             Midshipman Preston, how many times
                             I've had to listen to Mr. Scott on
                             the Comm, telling me his troubles?
                             Have you any idea the ribbing I've
                             had to endure in the officers' mess
                             to the effect that the Enterprise
                             is a flying death trap?

                                           PRESTON
                                     (scandalized)
                             Oh, no, sir! This is the finest
                             engine room in the whole Star --

                   The repressed grins of the others, and a smile on Scotty's
                   face tell Preston he's being had. He stops, confused.

                                           PRESTON
                                     (continuing)
                             If the Admiral can't see the facts
                             for himself, then, with all due
                             respect, he's as blind as a Tiberion
                             bat. SIR.

                   Approving laughter. Kirk looks amused.

                                           KIRK
                             Midshipman, you're a tiger.

                                           SCOTTY
                             My sister's youngest, Admiral.
                             Crazy to get to space.

                                           KIRK
                             Every young boy's fancy. I seem
                             to remember it myself.
                                     (brisk)
                             Very well. Mr. Scott, are your
                             engines capable of handling a minor
                             training cruise?

                                           SCOTTY
                             Give the word, Admiral.

                                           KIRK
                             Mr. Scott, the word is given.

                                           SCOTTY
                             Aye, sir.

                   He moves off, followed by Preston, who gives one last
                   salute as Kirk leaves, followed by Bones.

                                           BONES
                                     (dry)
                             What about the rest of the
                             inspection, Admiral?

                                           KIRK
                             The inspection will continue once
                             we're underway, Doctor.

                   They step into the Turbo Lifts.

              35   INT. ENTERPRISE BRIDGE                                      35

                   The real one, no doubt! CAMERA REVEALS the maze detail:
                   winking and blinking displays, all HANDS at station,
                   a hum of activity, Uhura and Sulu in familiar chairs,
                   Spock is in the Captain's chair, Saavik in the First
                   Officer's position. Kirk and Bones stand towards the
                   rear.

                                           INTERCOM VOICE
                             This is Starfleet operations.
                             Enterprise is cleared for departure.

                                           SULU
                             Admiral on the bridge!

                                           SPOCK
                             Very well, Mr. Saavik, clear all
                             moorings.

                                           SAAVIK
                             Aye, sir.

                   Saavik punches data into her console.

              36   EXT. SPACE DOCK AND ENTERPRISE (FEATURE STOCK)              36

                   The dock slowly folds away from the ship.

              37   INT. BRIDGE, ENTERPRISE                                     37

                   Saavik watches instruments, punches data in response.

                                           SAAVIK
                             All moorings are clear, Captain.

                                           SPOCK
                             Thank you, Mr. Saavik.

                   Spock casts a glance at Kirk, then, to Saavik:

                                           SPOCK
                                     (continuing)
                             Lieutenant, how many times have you
                             piloted a Starship out of Spacedock?

                                           SAAVIK
                             Never, sir.

                   Kirk tries to conceal his reaction. Spock enjoys it.

                                           SPOCK
                             Take her out, Mr. Saavik.

                                           SAAVIK
                             Aye, sir.

                   Saavik settles herself in the chair, looks again at
                   the console -- Spock looks at Kirk.

                                           SPOCK
                             There's a first time for everything,
                             Admiral.

                                           KIRK
                                     (casual)
                             To be sure, Captain.

                   They all stifle their responses. Kirk is like a father
                   watching his kid drive the family car for the first time.

                                           SAAVIK
                             Aft thrusters, Mr. Sulu.

                                           SULU
                             Aft thrusters, sir.

              38   OMITTED                                                     38

              39   EXT. ENTERPRISE (FEATURE STOCK)                             39

                   as the ship slowly and majestically leaves the dock.

              40   INT. ENTERPRISE BRIDGE                                      40

                   Activity hums.

                                           SAAVIK
                             Ahead one quarter impulse power.

                   Kirk starts to say something, but doesn't. Bones looks
                   at him.

                                           BONES
                                     (sotto voice)
                             Would you like a tranquilizer?

                   Kirk shakes his head, takes a breath --

                                           SULU
                             Ahead one quarter impulse power.

              41   EXT. SPACE DOCK ENTERPRISE (FEATURE STOCK)                  41

                   The ship clears the dock and begins heading into space.

              42   INT. ENTERPRISE BRIDGE                                      42

                   Kirk quietly lets his breath out.

                                           SULU
                             We are clear and free to navigate.

                                           SAAVIK
                             Course heading, Captain?

                   Spock turns inquiringly to Kirk.

                                           KIRK
                             Captain's discretion.

                   Spock digests this with a slight smile.

                                           SPOCK
                             Mr. Sulu, you may follow your nose.

              43   EXT. THE ENTERPRISE (STOCK FROM FEATURE)                    43

                   She gathers speed into the vastness of space.

              44   EXT. SPACE, FEATURING THE RELIANT                    44

                   moving towards us, in opposition to the previous shot,
                   close enough for us to read her markings.

              45   INT. RELIANT BRIDGE                                         45

                   Khan occupies the Captain's chair. We PULL BACK: the
                   crew of the RELIANT has been replaced by Khan's fol-
                   lowers in their odd-looking clothes.

                   At the helm is Joachim, Khan's lieutenant. He is in the
                   largest and brightest of Khan's group. Terrell sits in
                   the First Officer's chair, Chekov at the Comm Console.
                   Their behavior is normal, save for subtle hesitation,
                   symptoms of their mind-controlled state.

                                           JOACHIM
                             Steady on course. All systems normal.

                                           KHAN
                             It's not much different from
                             Enterprise.
                                     (beat)
                             When I was a guest aboard her some
                             years ago, Captain Kirk kindly allowed
                             me to memorize her technical manuals.
                             And now, Mr. Chekov, let us review:
                             You say you have no details of
                             Project 'Genesis' ?

                                           CHEKOV
                             Beyond what I told you, sir, it is
                             classified information.

                                           KHAN
                             Umm. And would Admiral Kirk have
                             access to such information?

                                           CHEKOV
                             I would think so, sir. He's on the
                             Fleet General Staff.

                                           KHAN
                             Then to whom do you report directly
                             regarding Genesis?

                                           CHEKOV
                             To Doctor Marcus, the civilian
                             director of the experiments on Space
                             Laboratory Regula I.

                                           KHAN
                                     (thinks)
                             I see. Helmsman?

                                           HELMSMAN
                             Aye, sir.

                                           JOACHIM
                             May I speak? We're all with you,
                             sir, but consider: we are free,
                             we have a ship and the means to
                             go where we will. We have
                             escaped permanent exile on Ceti
                             Alpha V. You have proved your
                             superior intellect and defeated
                             the plans of Admiral Kirk.
                             You do not need to defeat him
                             again.

                                           KHAN
                             He tasks me -- and I'll have him. I'll
                             chase him round the moons of Nibia
                             and round the Antares maelstrom and
                             round perdition's flames before I give
                             him up.
                                     (as no one speaks)
                             Prepare to alter course -- for Space
                             Station Regula I.                             

              46   EXT. SPACE - SPACE STAION REGULA I                          46

              47   INT. CAROL'S LAB                                            47

                   Huge and busy. Among the scientists going about their
                   tasks are JEDDA, a Deltan; MARCH, thin intense;
                   MADISON, black, easy going. They are all young and
                   earnest. Carol and David huddle over a computer
                   console.

                                           DAVID
                             Does that about do it?

                                           CAROL
                             I don't think there's another piece
                             of information we could squeeze
                             into the memory banks. Next
                             time, we'll design a bigger
                             one.

                                           DAVID
                             Who --

                   Jedda at the Comm Console overlaps.

                                           JEDDA
                             Comm-Pic coming in on hyperchannel
                             ... It's Reliant.

                   Carol moves forward as the others close in.

                                           CAROL
                             On the screen, please, Jedda.

                   Buttons punched; the screen ebbs, flows and crackles
                   on. ON SCREEN is CHEKOV.

                                           CHEKOV
                             ... come in, please. This is Reliant
                             calling Regula I. Repeat. This is
                             USS Reliant --

                                           CAROL
                             Commander, we are receiving. This
                             is Regula I. Go ahead.

                                           CHEKOV
                             Dr. Marcus... good. We're en route
                             to you and should be there in three
                             days.

                                           CAROL
                             En route? Why? We weren't expecting
                             you for another three months. Has
                             something happened?
                                     (pause)
                             Has something happened? Do you read 
                             us?

                                           CHEKOV
                                     (fractional pause)
                             All went well. Nothing has happened.
                             Ceti Alpha VI has checked out.

                   Pleased reaction from the scientists.

                                           CAROL
                             I still don't under --

                                           CHEKOV
                             We have received new orders. Upon our
                             arrival at Regula I, all materials of
                             Project Genesis will be transferred to
                             this ship for immediate testing at
                             Ceti Alpha VI.

                   Consternation in the lab. David is livid -- the words
                   "Bullshit" are overlapped  by his mother.

                                           CAROL
                             Will you please be quiet!
                                     (back to console)
                             Commander Chekov, this is completely
                             irregular. Who gave the order you
                             are quoting? Who gave the order?

                                           CHEKOV
                                     (still smiling)
                             The order comes from Starfleet
                             command, Dr. Marcus, direct from
                             the General Staff.

                                           CAROL
                             But Genesis is a civilian project,
                             under my control --

                                           CHEKOV
                             I have my orders.

                                           DAVID
                             Pin him down, mother! Who gave the
                             orders!?

                   Chekov hesitates, seems to be listening to someone off
                   the monitor.

                                           CHEKOV
                             The orders come from Admiral James
                             T. Kirk.

                   Sensation in the lab.

                                           DAVID
                             I knew it! I knew it! All along
                             the military has wanted to get their
                             hands on this --

                   He starts to press a button; Carol pushes his hand
                   away and communicates herself.

                                           CAROL
                             This is completely improper,
                             Commander Chekov. I have no
                             intention of allowing Reliant or
                             any other unauthorized personnel
                             access to our work or materials.

                                           CHEKOV
                                     (pauses; listens)
                             I'm sorry you feel that way, Doctor.
                             Admiral Kirk's orders are confirmed.
                             Please prepare to deliver Genesis to
                             us upon our arrival. Reliant out.

                   The image fades.

                                           CAROL
                             Commander Chekov -- !

              48   INT. BRIDGE OF RELIANT                                      48

                   Chekov, in a matched cut, turns away as CAMERA WIDENS
                   TO REVEAL KHAN by his side. He is charming.

                                           KHAN
                             Well done, Commander.

                                           CHEKOV
                             You realize, sir, that they will
                             attempt to contact Admiral Kirk and
                             confirm the order.

                   Khan smiles, more charming than ever as we move in.

              49   INT. REGULA I LAB                                           49

                   Everyone is talking at once.

                                           CAROL
                             Will you please be quiet! We must
                             have order here.
                                     (as they subside)
                             This has to be some sort of mistake.

                                           DAVID
                             Mistake? We're all alone here.
                             They waited until everyone was on
                             shift-leave to do this. Reliant is
                             supposed to be at our disposal, not
                             vice-versa.

                                           MADISON
                             It seems clear that Starfleet never
                             intended that --

                                           CAROL
                             I know, but --

                                           DAVID
                             I've tried to warn you. Scientists
                             are always pawns of the military --

                                           CAROL
                                     (angry)
                             Starfleet has kept the peace for
                             a hundred years, I cannot and
                             will not subscribe to your 
                             interpretation of this event.

                   Silence.

                                           JEDDA
                                     (Deltan cool)
                             You may be right, Doctor, but what
                             about Reliant? She's on her way.

                   Carol reacts: this is certainly true.

                                           CAROL
                             Get your gear together where it's
                             handy.

                                           MARCH
                             Where are we going? 

                                           CAROL
                             That's for us to know and Reliant
                             to find out. We have only three
                             days. Let's not waste time.

                   They split off in different directions as ordered.

              50   OMITTED                                                     50

              51   EXT. SPACE - ENTERPRISE (FEATURE STOCK)                     51

                   In no particular hurry.

              52   INT. ENTERPRISE CORRIDOR                                    52

                   Kirk waits for the Turbo Lift, which opens at last. As
                   he gets in --

                                           SAAVIK'S VOICE
                             Hold please -- !

                   Kirk holds and Saavik dashes in. She is surprised to
                   see him.

                                           SAAVIK
                                     (continuing)
                             Thank you, sir.

                   Kirk nods, the doors close. There is an uneasy forced
                   intimacy between them.

                                           KIRK
                             Lieutenant, are you wearing your
                             hair differently?

                                           SAAVIK
                             It is still regulation, Admiral.

                   She reaches out and touches a button. The lift stops.

                                           SAAVIK
                                     (continuing)
                             May I speak, sir?

                                           KIRK
                             Lieutenant, self-expression does not
                             seem to be one of your problems.

                                           SAAVIK
                             I wish to thank you for the high 
                             efficiency rating.

                                           KIRK
                             You earned it.

                                           SAAVIK
                             I did not think so.

                                           KIRK
                             You're bothered by your performance
                             on the Kobayashi Maru.

                                           SAAVIK
                             I failed to resolve the situation.

                                           KIRK
                             There is no correct resolution.
                             It is a test of character.

                                           SAAVIK
                             May I ask how you dealt with the
                             test?

                                           KIRK
                                     (amused)
                             You may ask, Lieutenant.

                   She stares.

                                           KIRK
                                     (continuing)
                             That was a little joke.

                                           SAAVIK
                             Humor... that is a difficult concept
                             ... it is not logical...

                                           KIRK
                             We learn by doing, Lieutenant.

                   She's a laugh a minute. Kirk pushes the button; the
                   elevator starts.

                                           KIRK
                                     (continuing)
                             You want my advice?

                   She studies him, considering. No doubt about it, the
                   attraction is mutual and she has no idea how to handle
                   it.

                                           SAAVIK
                             Yes.

                                           KIRK
                             Take the test again.

                   The lift stops and the doors open.

                                           BONES
                             Who's been holding up the damn
                             elevator?

                   He reacts to them. Saavik exits demurely.

                                           SAAVIK
                             Thank you, sir.

                   Bones enters and the doors close. Kirk studies the
                   ceiling.

                                           BONES
                             Has she changed her hairstyle?

                   Kirk says nothing.

                                           BONES
                                     (finally)
                             Wonderful stuff, that Romulan
                             ale --

                                           UHURA'S VOICE
                             Admiral Kirk --

                                           KIRK
                             Kirk here.

                                           UHURA'S VOICE
                             I have an urgent CommPic from Space
                             Lab Regula I for the Admiral. Dr.
                             Carol Marcus.

                                           KIRK
                             In my quarters, Uhura.

                                           UHURA'S VOICE
                             Yes, sir.

                   Awkward silence.

                                           BONES
                             It never rains but when it pours --

                                           KIRK
                             As a physician you of all people
                             should appreciate the danger of
                             re-opening old wounds.

                   The elevator stops. Kirk leaves. The doors close.

                                           BONES
                                     (annoyed with
                                      himself)
                             Sorry.

              53   INT. KIRK'S QUARTERS                                        53

                   Featuring VIEW SCREEN: A scramble of interference and
                   noise. A piece of Carol's VOICE breaks through now
                   and again as we PULL BACK revealing a frustrated Kirk.

                                           KIRK
                             Uhura. Can't you augment?

                                           UHURA
                             I'm trying, sir. Stand by...

                   Carol's face appears. The image will never be stable
                   for long; sometimes the sound will be covered.

                                           CAROL
                             Jim... read me? Can you read me?

                                           KIRK
                             Message breaking up, Carol. What's
                             wrong? What's wrong?

                                           CAROL
                             ... Can't read you... repeat...

                                           KIRK
                             Repeat... what's wrong? What's
                             wrong?

                                           CAROL
                             ... taking Genesis away from us...

                                           KIRK
                             Taking Genesis? Who? Who is taking
                             Genesis?

                                           CAROL
                             ... see you but can't hear. Did
                             you... order...?

                                           KIRK
                             What order? Who's taking Genesis?

                                           CAROL
                             ... Please help us, Jim... won't
                             let them have... without proper...
                             repeat... on whose authority...

                                           KIRK
                             Carol!

                                           CAROL
                             Jim please --

                   But the picture is irrevocably scrambled now. Kirk
                   pounds the Comm in frustration.

                                           KIRK
                             Uhura! What's happening? Damn
                             it...

                                           UHURA'S VOICE
                             Transmission jammed at the source,
                             sir.

                                           KIRK
                             Damn. Alert Starfleet Headquarters.
                             I want to talk with Starfleet
                             Command.

              54   OMITTED                                                     54

              55   EXT. ENTERPRISE (FEATURE STOCK)                             55

                   cruising.

              56   INT. ENTERPRISE BRIDGE                                      56

                   The activity is normal. The Turbo-Lift opens and Kirk
                   strides in. Bones and Saavik react to the following:

                                           KIRK
                             Stop engines.

                                           SULU
                             Stop engines.

                   They look wonderingly. Kirk takes a breath --

                                           KIRK
                             An emergency situation has arisen.
                             By order of Starfleet Command, as
                             of now, 1800 hours, I am assuming
                             command of this vessel. Duty officer
                             so note in the ship's log. Plot a
                             new course: for Space Laboratory
                             Regula I.
                                     (pushes a button)
                             Mr. Scott?

                                           SCOTTY'S VOICE
                             Aye, sir.

                                           KIRK
                             We'll be going to warp speed --

                                           SCOTTY'S VOICE
                             Aye, sir --

                                           SULU
                                     (overlapping)
                             Course plotted for Regula I, Admiral...

                                           KIRK
                             Engage warp engines --

                                           SAAVIK
                                     (comes out of being
                                      stunned)
                             Prepare for warp speed.

                                           SULU
                             Ready, sir.

                                           KIRK
                             Mr. Sulu, go to Warp 5.

                   Sulu does, and with a great thrust of energy --

              57   EXT. SPACE - ENTERPRISE (FEATURE STOCK)                     57

                   The ship accelerates, and then, with an eye-filled
                   burst, whips ahead to warp speed, disappearing.

             57A   INT. SPOCK'S QUARTERS                                      57A

                   Spock is at meditation as Kirk enters quietly. Spock
                   looks up.

                                           KIRK
                             We've got a problem.

                   Spock raises an eyebrow --

                                           KIRK
                                     (continuing)
                             Something may be wrong at Regula
                             I. We've been ordered to investigate.

                                           SPOCK
                             Regula I is a scientific research
                             laboratory, if memory serves...

                                           KIRK
                             I told Starfleet all we had was a
                             boatload of children but we're the
                             only ship in the quadrant. Spock:
                             those cadets of yours -- how good
                             are they? How will they respond
                             under real pressure?

                                           SPOCK
                             Like all living beings, Admiral
                             each according to his gifts. The
                             ship is yours.

                                           KIRK
                             That won't be necessary: just take
                             me to Regula I.

                                           SPOCK
                             Excuse my presumption, but I do not
                             agree. As a teacher on a training
                             mission, I am content to command a
                             Starship. If we are to go on actual
                             duty, it is clear that the senior
                             officer aboard must assume command.

                                           KIRK
                             But it may be nothing; garbled
                             communications. Why don't you...

                                           SPOCK
                             You proceed from a false assumption.
                             I am a Vulcan. I have no ego to bruise.

                   Kirk smiles in bemused wonderment.

                                           KIRK
                             You are going to remind me that
                             logic alone dictates your actions.

                                           SPOCK
                             I was going to remind you of nothing,
                             least of all that which you know well.
                                     (pause)
                             Your mistake, if I may be so bold,
                             was promotion. Commanding a Starship
                             is your first best destiny. Anything
                             else is a waste of material.

                                           KIRK
                             I would not presume to debate you.

                                           SPOCK
                             That is wise. In any case, were I
                             to invoke logic, logic clearly dictates
                             that the needs of the many outweigh
                             the needs of the few.

                                           KIRK
                             Or the one.

                   Spock inclines his head.

                                           SPOCK
                             You are my superior officer. You
                             are also my friend. I have been
                             and always shall be yours.

                   Kirk is moved. He starts to speak, can't -- finally:

                                           KIRK
                             Will you accompany me to the bridge?

                                           SPOCK
                             I'd best talk with Mr. Scott, first
                             so that he may, in his own words,
                             explain the situation to his cadets.

                   Kirk's face tells us the wisdom of Spock's choice.

              58   EXT. SPACE STATION REGULA I                                 58

                   Floating quietly around the planet below. Tranquil
                   as we PUSH SLOWLY IN.

                   OVER we can hear, FILTERED, UHURA'S VOICE:

                                           UHURA'S VOICE
                             Regula I, this is Enterprise. This
                             is Enterprise calling. Do you 
                             receive... I say...

              59   INT. ENTERPRISE BRIDGE                                      59

                   Featuring Spock and Uhura, as she keeps trying --

                                           UHURA
                             ... Again, this is Enterprise calling
                             Space Lab Regula I. Come in, please.
                             Dr. Marcus. Please respond, please
                             -- it's no use; no response from
                             Regula I.

                                           SPOCK
                             But no longer jammed?

                                           UHURA
                             No, sir. No nothing.

                   Spock considers, moves to Kirk.

                                           SPOCK
                             There are two possibilities, sir
                             they are unwilling to respond, they
                             are unable to respond.

                                           KIRK
                             How far?

                                           SPOCK
                             Twelve hours and forty-three
                             minutes, present speed.

                                           KIRK
                             Give up Genesis, she said. What in
                             God's name does that mean? Give it
                             up to whom?

                                           SPOCK
                             It might help my analysis if I knew
                             what Genesis was.

                   Kirk looks at him, nods; rising now.

                                           KIRK
                             Uhura, ask Dr. McCoy to join us in
                             my quarters. Mr. Saavik, take the
                             con.

                   They start for the Turbo Lifts as Saavik reacts --

              60   INT. KIRK'S QUARTERS                                        60

                                           BONES
                             I've got the sick bay ready. Will
                             someone please tell me what is going
                             on?

                                           KIRK
                                     (dims lights)
                             Computer. Request security procedure
                             and access to Project Genesis
                             Summary.

                                           COMPUTER VOICE
                             Identify for retina scan.

                                           KIRK
                             Kirk, Admiral James T., Starfleet
                             General Staff. Security Class 1.

                   The screen is suddenly busy with coded read-outs and
                   then computer graphics of retina patterns. Then it
                   glows green. SECURITY CLEARANCE, CLASS 1 GRANTED.

                                           KIRK
                                     (continuing)
                             Summary, please.

                   More coded read-outs, a red line SECURITY SCAN, then
                   over it APPROVED, in green. Replaced by:

              61   ON SCREEN INT. CAROL MARCUS' LAB, REGULA I                  61

                   Carol appears, FACING CAMERA, not used to it. To one
                   side stands David and behind them, the lab.

              62   ANGLE - KIRK, SPOCK, BONES                                  62

                                           SPOCK
                             Carol Marcus --

                                           KIRK
                             Yes.

              63   ON SCREEN (AND INTERCUT)                                    63

                                           CAROL
                             I'm Dr. Carol Marcus, and I am
                             the director of the Project
                             Genesis team at Regula I. What
                             exactly IS Genesis? Put simply,
                             Genesis is a procedure whereby
                             the molecular structure of any
                             given matter can be restructured
                             -- changed -- into anything else
                             of identical mass.

                   (DNA ILM TAPE ACCOMPANIES, AD LIB)

                                           SPOCK
                             Fascinating.

                                           KIRK
                             Wait --

                                           CAROL
                             Stage One of our experiments
                             was conducted in the labora-
                             tory. Stage Two of the series
                             will be attempted in a lifeless
                             underground; Stage Three will
                             involve the process on a plane-
                             tary scale. What follows is a
                             computer projected simulation
                             of Stage Three. Please watch
                             closely.

              64   ILM MONITOR SEQUENCE                                        64
               &                                                                &

              65                          CAROL                                65
                             It is our intention to introduce
                             what we call the Genesis device
                             or "torpedo" into the targeted
                             area of a lifeless space body,
                             a moon or other inert form --
                             the device is fired --

              66   ON BONES, SPOCK AND KIRK                                    66

                   react with wonder.

              67   BACK TO MONITOR                                             67

                                           CAROL
                             -- Unleashing, almost instantan-
                             eously, what we call the Genesis
                             effect. Particulate matter is
                             reorganized and electrified --
                             with life introduced results.
                             Instead of a dead moon, a living
                             breathing planet, capable of sus-
                             taining whatever life forms we
                             see fit to deposit on it... The
                             reformed object you see represents
                             the merest fraction of the Genesis
                             potential, should the Federation
                             wish to pursue these experiments to
                             their logical conclusion.

             67A   BACK TO CAROL IN LAB                                       67A

                                           CAROL
                             When we consider the problems of
                             population and food supply, the
                             usefulness of this process begins
                             to become clear.
                             This concludes this demonstration
                             tape. Thank you for your attention.
                             The Genesis team eagerly awaits the
                             decision of the Federation regarding
                             the next phase of our work.

                   The tape becomes snowy and blinks off.

                   Kirk looks at Bones and Spock -- they are stunned.

                                           SPOCK
                             It literally is Genesis...

                                           KIRK
                             The power of creation --

                                           SPOCK
                             Have they proceeded with their
                             experiments?

                                           KIRK
                             The tape was made a year ago. I
                             can only assume they've reached
                             Phase Two by now --

                                           BONES
                             But dear Lord, are we intelligent
                             enough to -- Suppose, this
                             thing were used where life already
                             exists?

                                           SPOCK
                             It would destroy such life in favor
                             of its new matrix --

                                           BONES
                             It's new -- have you any idea what
                             you're saying?

                                           SPOCK
                             I was not attempting to evaluate
                             its moral implications, Doctor.
                             As a matter of cosmic history, it
                             has always been easier to destroy
                             than to create --

                                           BONES
                             Not anymore! Now you can do both
                             at the same time! According to myth,
                             the earth was created in six days.
                             Watch out: here comes Genesis;
                             we'll do it for you in six minutes --

                                           SPOCK
                             I don't dispute that in the wrong
                             hands --

                                           BONES
                             Would you like to tell me whose
                             are the right hands, my cold-blooded
                             friend? Are you in favor of these
                             experiments?

                                           KIRK
                             Gentlemen, this isn't --

                                           SPOCK
                             Really, Dr. McCoy; you cannot ban
                             the acquisition of knowledge
                             because you distrust the moral
                             implications of what you learn.
                             Logic suggests --

                                           BONES
                             Logic?? We're talking about
                             universal Armageddon, you inhuman
                             bloodless...

                                           SAAVIK'S VOICE
                                     (intercom)
                             Admiral, sensors indicate a vessel
                             in our area, closing fast.

                                           KIRK
                             What do you make of her?

                                           SAAVIK'S VOICE
                             It's one of ours, Admiral... It's
                             Reliant.

                                           SPOCK
                             What's she doing here?

                                           KIRK
                             Chekov's on Reliant, isn't he?

              68   INT. ENTERPRISE BRIDGE                                      68

                   The whoosh of the turbo doors and Kirk, Bones and
                   Spock assume their posts. Saavik stands next to Kirk's
                   chair.

                                           UHURA
                             She's not responding...

                                           KIRK
                             Try the emergency channels...

                                           UHURA
                             Enterprise to Reliant. Come in,
                             Reliant.

                                           KIRK
                             Picture, Mr. Saavik.

              69   ANGLE INCLUDING THE FORWARD SCREEN                          69

                   Space; a tiny dot in the distance, growing larger.

                                           SPOCK
                             Attempt visual communication.

                                           UHURA
                             Yes, sir.

                                           KIRK
                             Is it possible their COMM system
                             has failed -- ?

                                           SPOCK
                             It would explain a great many things --

              70   EXT. SPACE - THE RELIANT                                    70

                   Boring forward ominously.

              71   INT. BRIDGE - THE RELIANT                                   71

                   Khan and his crew; no sign of Chekov and Terrell. On
                   Khan's screen, the Enterprise grows larger --

                                           KHAN
                                     (almost sing-song
                                      with joy)
                             Slow to one-half impulse power.
                             Let's be friends...

                                           HELMSMAN
                             Slowing to one-half impulse.

                                           JOACHIM
                             They're requesting visual
                             communications, sir.

                                           KHAN
                             Let them eat static.

                                           JOACHIM
                             They're still running with shields down.

                                           KHAN
                             Of course. We're one big happy fleet.
                             Ah, Kirk, my old friend, do you know
                             the Klingon proverb that tells us
                             revenge is a dish that is best
                             served cold?
                                     (pause)
                             It is very cold in space.

              72   INT. ENTERPRISE BRIDGE                                      72

                                           SULU
                             Reliant in our section this quadrant,
                             sir, and slowing --

                                           KIRK
                             Visual.

                   Visual of Reliant appears.

                                           SAAVIK
                             Sir, may I quote General Order 12:
                             'On the approach of any vessel, when
                             communications have not been est --

                                           SPOCK
                             Lieutenant, the Admiral is aware
                             of the Regulations.

                                           SAAVIK
                             Aye, sir.

                                           KIRK
                                     (watches the
                                      screen)
                             This is damned peculiar.
                                     (beat)
                             Yellow alert.

                                           SAAVIK
                             Energize defense fields.

                   ALARMS SOUND. The lights on the bridge dim into the
                   soft reddish glow of battle illumination. ADDITIONAL
                   CREW troop in to man vacant consoles.

                                           UHURA
                             I'm getting a voice message... wait
                             ... short range band. They say their
                             Chambers coil is shorting their COMM
                             system.

                                           KIRK
                             Spock?

                                           SPOCK
                             Scanning...

                   He steps to his station.

              73   EXT. SPACE                                                  73

                   The two ships are very close, barely moving as they inch
                   toward each other.

              74   INT. RELIANT BRIDGE                                         74

                                           JOACHIM
                             They still haven't raised their
                             shields.

                   Khan is half out of his seat, sweating with anticipation.

                                           KHAN
                             Careful: Not all at once. The
                             engine room. Lock on target and
                             prepare to fire.

                                           JOACHIM
                             Locking phasers on target.

                   Computer graphics monitor: Cross-hairs on Enterprise.
                   BIG SCREEN (?)

              75   INT. ENTERPRISE BRIDGE - FAVORING SPOCK                     75

                   He reacts to his blue-lit scope --

                                           SPOCK
                             Their coil emissions are normal...
                             Wait: their shields are going up.
                             They're locking phasers -- !

                                           KIRK
                             Raise shields! Energize phasers,
                             stand by to --

                   But the ENTIRE BRIDGE is ROCKED by a shock impact, some
                   of the crew sent flying.

              76   EXT.SPACE                                                   76

                   Reliant firing phasers at Enterprise. A hit in the rear
                   of the engine room area, debris flying into the void.

              77   INT. ENTERPRISE ENGINE ROOM                                 77

                   An explosion rips through the facility, sending yellow-
                   ish green GAS hurtling down the long facility towards us.
                   Crewmen are hurled through the air, screaming.

              78   ANGLE - THE GREAT AUTO DOORS                                78

                   roll closed, sealing off the damaged tail section,
                   SIRENS SHRIEKING!

              79   ANGLE - THE TRAINEES                                        79

                   terrified, scramble to get out amid the deadly yellow-
                   ish green smoke, the cries.

              80   ANGLE - SCOTTY                                              80

                   trying to rally them --

                                           SCOTTY
                             Respirators! Get back! Use your
                             respirators!

                   And he puts his own respirator on, as do some of the
                   veterans. Preston dons his respirator -- and stays.

              81   HIGH ANGLE - ENGINE ROOM                                    81

                   The angle we saw during inspection. The trainees, in
                   panic amid the gas crawl over each other trying to get
                   out. They scramble over each other's shoulders in the
                   efforts to escape, screaming and shouting.

              82   INT. ENTERPRISE BRIDGE                                      82

                   The bridge is slowly righting. Crew members getting
                   back to their stations. On speaker, we hear the CRIES
                   AND SHOUTS of the Engine Room.

                                           KIRK
                             Mr. Sulu... The shields!

                                           SULU
                             Trying, sir!

                                           INTERCOM VOICE
                             Medical Alert: Engine Room.

                   Bones dashes out.

                                           SULU
                             I can't get power, sir!

                                           KIRK
                             Scotty!

                   Scotty's voice is faint, drowned by the screams and
                   cries from a dozen intercom stations.

                                           KIRK
                                     (continuing)
                             Uhura, turn off those damn 
                             channels!!

                   Uhura does. There is a dead silence. Th