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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. Then:

                                           UHURA
                             Mr. Scott on discrete.

                                           KIRK
                             Scotty, let's have it.

              83   INT. ENGINE ROOM - FAVORING SCOTTY                          83

                   Behind, the crew chief and a few others work feverishly
                   in respirators. Scotty, in respirator, with a throat
                   mike which filters his voice.

                                           SCOTTY
                             Just hanging on, sir. Main energizers
                             out.

              84   INT. ENTERPRISE BRIDGE                                      84

                   ON SCREEN computer graphics, red flashing lights indi-
                   cate damaged areas. Spock steps up to Kirk evaluating
                   the display.

                                           SPOCK
                             They knew just where to hit us.

                                           KIRK
                             WHO? Who knew just where to hit
                             us? And why?

                                           SPOCK
                                     (shakes head)
                             One thing is certain; we cannot
                             escape on auxiliary power.

                                           KIRK
                             Visual!
                                     (sees visual)
                             Mr. Sulu, divert everything to the
                             phasers --

                                           SPOCK
                                     (re screen)
                             Too late --

                   On VISUAL SCREEN, Photon torpedoes approach...

                                           KIRK
                             Hang on!

                   The bridge is shaken badly, screens go dark, fires spark
                   and erupt. ALARMS and SOUND full. Crew personnel try
                   to put out electrical fires, help the fallen --

              85   EXT. SPACE - RELIANT                                        85

                   circling Enterprise.

              86   INT. RELIANT BRIDGE - FAVORING KHAN AT DASH                 86

                   The glow of the O.S. screens and battle illumination
                   highlighting the passion in his eyes.

              87   INT. ENTERPRISE BRIDGE                                      87

                   The firefighting continues.

                                           KIRK
                             Scotty -- what's left?

                                           SCOTTY'S VOICE
                             Just the batteries, sir. I can have
                             auxiliary power in a few minutes --

                                           KIRK
                             We don't have minutes. Can you
                             give me phaser power?

                                           SCOTTY'S VOICE
                             A few shots, sir.

                                           SPOCK
                             Not enough against their shields.

                                           KIRK
                             Who the hell are they?

                                           UHURA
                             Admiral... Commander Reliant is
                             signaling.
                                     (a pause)
                             He wishes to discuss terms of our
                             surrender.

                   There is a moment. Kirk looks around the battered
                   bridge, and his eyes meet Spock's, and Saavik's.

                                           KIRK
                             On screen.

                                           UHURA
                                     (hesitating)
                             Admiral --

                                           KIRK
                             Do it, while we have time.

                   All eyes go to the SCREEN. After momentary visual
                   confusion, Khan's face appears, smiling --

                                           KIRK
                                     (continuing; dumbfounded)
                             Khan!

                                           SAAVIK
                             Who?

                                           KHAN
                             You still remember, Admiral. I
                             cannot help but be touched. Of
                             course, I remember you.

                                           KIRK
                             What is the meaning of this attack?
                             Where is the crew of the Reliant?

                                           KHAN
                             Surely I have made my meaning plain.
                             I mean to avenge myself upon you,
                             Admiral. I've deprived your ship of
                             power and when I swing round I mean
                             to deprive you of your life --

              88   EXT. SPACE                                                  88

                   We can see Reliant making a large arc as she prepares to
                   come back for another round.

              89   INT. ENTERPRISE BRIDGE                                      89

                                           KHAN
                                     (on screen)
                             -- But I wanted you to know first
                             who it was who had beaten you: I,
                             Khan Noonian Singh, the eagle you
                             attempted to cage forever.

                                           KIRK
                             Khan, listen to me -- if its me you
                             want, I'll have myself beamed aboard.
                             All I ask is that you spare my crew.

                                           KHAN
                             That is a most intriguing offer.
                             Typical, I must say of your sterling
                             character. Let me think.

              90   EXT. SPACE                                                  90

                   Reliant continues her slow arc.

              91   INT. ENTERPRISE BRIDGE                                      91

                                           KHAN
                                     (on screen)
                             I make you a counter-proposal, I will
                             agree to your terms, if in addition
                             to yourself, you turn over to me all
                             data and material regarding the
                             project called Genesis.

                   Reactions from Spock and Kirk.

                                           KIRK
                             Genesis, what's that?

                                           KHAN
                             Don't play with me, Kirk, my hand is
                             on the phaser control --

                                           KIRK
                             Give me some time to recall the data
                             on our computers --

                                           KHAN
                             I give you sixty seconds, Admiral.

                   Kirk turns from the screen --

                                           SPOCK
                             Admiral, you can't give him Genesis...

                                           KIRK
                             At least we know he hasn't got it.
                             Just keep nodding as though I'm
                             giving orders. Saavik, punch up the
                             data charts of Reliant's command
                             console -- hurry...

                                           SAAVIK
                             Reliant's command...

                                           KIRK
                             HURRY.

                                           SPOCK
                             The prefix code?

                                           KIRK
                             It's all we've got.

                                           SAAVIK
                             On screen...

                                           KIRK
                                     (to Khan)
                             We're finding it.
                                     (urging)
                             Please, please -- you've got to
                             give us time -- the bridge is
                             smashed, computers inoperative...

                                           KHAN
                             Time is a luxury you do not have,
                             Admiral: forty-five seconds...

              92   EXT. SPACE                                                  92

                   Reliant, her arc completed, is coming back.

              93   INT. ENTERPRISE BRIDGE                                      93

                                           SAAVIK
                             I don't understand --

                   Kirk puts on his spectacles --

                                           KIRK
                             You've got to learn WHY things
                             work on a Starship.
                                     (to Khan)
                             It's coming through now, Khan...

                                           SPOCK
                                     (descends)
                             The prefix code is 16309. All
                             commands from each Starship bridge
                             are relayed electronically; each
                             ship has its own prefix combination
                             code...

                                           KHAN
                             Thirty seconds...

                                           KIRK
                             ... to prevent an enemy from doing
                             just what we're attempting; using
                             our console to tap in a message,
                             an order to lower Reliant's damn
                             shields...

                                           SPOCK
                                     (at the weapons console)
                             Let's hope he hasn't changed the
                             combination. He's quite intelligent...

                                           KIRK
                                     (grim)
                             Wait for my signal, Spock -- too
                             soon and he'll have time to figure
                             it out and raise them again.

                   Spock nods; Kirk turns to the screen --

                                           KIRK
                                     (continuing)
                             Khan, how do I know you'll keep
                             your word?

                                           KHAN
                                     (on screen)
                             I've given you no word to keep,
                             Admiral. In my judgment, you simply
                             have no alternative.

                                           KIRK
                             I take your point. Stand by to
                             receive our transmission.

                   He turns from the screen again, softly:

                                           KIRK
                                     (continuing)
                             Mr. Sulu, lock phasers on target
                             and await my command...

                                           SULU
                                     (quietly)
                             Phasers locked...

                   They're all sweating.

                                           KHAN
                             Time's up, Admiral...

                                           KIRK
                                     (dry)
                             Here it comes. Now, Spock.

              94   CLOSE UP SPOCK'S HANDS PUNCHING IN THE PREFIX CODE          94

                   followed by other signals.

              95   INT. RELIANT BRIDGE                                         95

                                           JOACHIM
                                     (stares at his console)
                             Sir -- our shields are dropping!

                                           KHAN
                             Raise them --

                   Joachim punches frantically --

                                           JOACHIM
                             They won't --

                                           KHAN
                             Where's the over-ride??

                   All monitors are haywire now that Enterprise is tapped
                   in. They search wildly for the right switch, but...

              96   INT. ENTERPRISE BRIDGE                                      96

              97   CLOSE UP - KIRK                                             97

                                           KIRK
                             FIRE!

              98   CLOSE UP - SULU'S HANDS                                     98

                   punching.

              99   EXT. SPACE                                                  99

                   Enterprise fires at Reliant inflicting heavy damage.

             100   INT. RELIANT BRIDGE                                        100

                   A shambles -- debris flying; Khan knocked to the deck.
                   He struggles to his feet through wiring --

                                           KHAN
                                     (enraged)
                             At them! At them! FIRE! FIRE!
                             Why can't you?

                                           JOACHIM
                             We can't fire, sir; they've damaged
                             the photon controls and the warp
                             drive. We must withdraw!

                                           KHAN
                             No!

                                           JOACHIM
                             Sir, we must!
                                     (desperate urging)
                             We must repair the damage. Enterprise
                             will wait; she's not going anywhere.

                   Khan calms as the other holds him; he breathes deeper.

             101   EXT. SPACE                                                 101

                   Reliant turns away.

             102   ENTERPRISE BRIDGE                                          102

                   They watch on screen as Reliant hauls off.

                                           SULU
                                     (breathless)
                             Sir, you did it.

                                           KIRK
                                     (enraged)
                             I did nothing -- except get caught
                             with my britches down. I must be
                             senile. Mr. Saavik, you just keep
                             right on quoting regulations.
                             Meantime, let's find out what the
                             hell is going on and see how bad
                             we've been --

                   The turbo doors whoosh open as Kirk reaches them.
                   Scotty stands there, tears streaming down his face;
                   he holds the body of Midshipman Preston. Both of them
                   are covered in blood. He sways into Kirk's arms as
                   the others rush forward.

             103   EXT. SPACE                                                 103

                   The Enterprise, motionless, scars of battle showing.

             104   INT. ENGINE ROOM                                           104

                   The CREW, wearing respirators amid the motionless ball
                   of gas, work frantically at a dozen jobs, trying to put
                   things aright, splicing wires, etc. Some TRAINEES who
                   panicked are back.

             105   FEATURE THE CREW CHIEF                                     105

                   making a final adjustment.

                                           CREW CHIEF
                             Hit your blowers!

                   A TURBO WHINES and a great wind of suction pulls the
                   gas towards appropriate vents. The Crew Chief watches,
                   then yanks off his respirator; wipes his brow.

             106   INT. SICK BAY                                              106

                   MANY CASUALTIES IN EVIDENCE. Kirk enters and LEADS
                   CAMERA THROUGH them; he has a word or two for men he
                   doesn't know by name. Kirk leads us to the operating
                   theatre, where Bones works over Preston. Scotty stands
                   by, his lips trembling. Preston opens his eyes, sees
                   Scotty and Kirk.

                                           PRESTON
                                     (faint)
                             Is the word given?

                                           KIRK
                                     (soft)
                             The word is given: warp speed.

                                           PRESTON
                                     (almost smiles)
                             Aye...

                   He dies. Pause. Scotty looks across the body at Kirk.

                                           SCOTTY
                             WHY?

                                           KIRK
                                     (looks at Preston)
                             He wants to kill me for passing
                             sentence on him 14 years ago -- and
                             he doesn't care who stands between
                             him and his vengeance.

                                           BONES
                             Scotty, I'm sorry...

                                           SCOTTY
                             He stayed at his post. When the
                             trainees ran, he stayed.

                                           KIRK
                             If he hadn't, we'd be space by now.

                                           SPOCK'S VOICE
                             Admiral, this is Spock.

                   Kirk hits a wall intercom --

                                           KIRK
                             Yes, Spock.

                                           SPOCK'S VOICE
                             Engine room reports auxiliary power
                             restored. We can proceed at impulse
                             power.

                                           KIRK
                                     (thinks)
                             Best speed to Regula I. Kirk
                             out. Scotty, I've got to ask: Any
                             chance of getting the mains back on
                             the line?

                                           SCOTTY
                             I dinna think so, sir, but you'll
                             have my best --

                   With an effort, he gets to his feet --

                                           SCOTTY
                                     (continuing)
                             Thanks -- I know you tried, Doctor...

                   Squeezes his shoulder and limps off -- We NOW HEAR
                   the sound of impulse power taking effect.

                                           KIRK
                             Are you all right?

                   Bones shrugs unhappily, looks at Preston.

                                           BONES
                             Doctors lose patients sometimes.
                             Damn. I'm still in the dark: How'd
                             he know about Genesis?

                                           KIRK
                             At the moment that question takes
                             a back seat to preventing him from
                             laying his hands on it. You said it
                             yourself; we're talking about a bang
                             that would re-arrange the universe...

                                           BONES
                             There may still be time... you gave
                             as good as you got.

                                           KIRK
                                     (looks him in the eye)
                             I got beat. We're only alive because
                             I knew something about these ships
                             that he didn't.

                   He turns and leaves as Bones watches, looks again at
                   Preston.

             107   EXT. SPACE - REGULA I SPACE STATION                        107

                   Regula, the dead planet beyond.

             108   EXT. SPACE - ENTERPRISE                                    108

                   Approaching. As she moves slowly PAST CAMERA, WE PAN
                   WITH her TO SEE that she is approaching the space lab.

             109   INT. BRIDGE - ENTERPRISE                                   109

                   Battle damage, some repaired, some not. The bridge is
                   filled with tension, all hands at station.

                                           SULU (V.O.)
                             Approaching Regula and Space Lab
                             Regula I.

                                           KIRK
                             Try again.

                                           UHURA
                             Space Station Regular I, this is
                             Starship Enterprise. Come in, please...

             110   INT. SPACE STATION REGULAR  I - CAROL'S LAB - ON SCREEN    110

                   As before, Uhura's image, imploring a response.

                                           UHURA
                             I say again. Space Station Regular.
                             This is Starship Enterprise. Please
                             respond. Please respond.

                   During this, CAMERA HAS PANNED CLOSE AMONG the techni-
                   cal clutter. Then suddenly. SOUND -- eerie, frightening.
                   Our ears cannot place it... and before we can, it is gone
                   a warning.

             111   BACK TO BRIDGE                                             111

                                           UHURA
                             ... No response, sir.

                                           KIRK
                             Sensors, Captain?

                                           SPOCK
                             Scanners and sensors still inoperative.
                             There's no way to tell what's  inside
                             the station.

                                           KIRK
                             And no way of knowing if Reliant
                             is still in the area...

                                           SPOCK
                             Affirmative, Admiral.

                                           KIRK
                                     (with irony)
                             ... Blind as a Tiberian Bat.
                             What do you make of the plantoid
                             beyond?

                                           SPOCK
                             Regula is class "D'. It consists of
                             various remarkable ores. Essentially,
                             a great rock in space.

                                           KIRK
                             Reliant could be hiding behind that rock.

                                           SPOCK
                             A distinct possibility.

                                           KIRK
                             Engine room... Scotty, do we have
                             enough power for the transporters?

                                           SCOTTY'S VOICE
                             Just barely, sir.

                                           KIRK
                                     (the decision)
                             I'm going down to the station.

                   He starts out. Bones stops him.

                                           BONES
                             Khan could be down there!

                                           KIRK
                             He's BEEN there and hasn't found
                             what he wants. Can you spare
                             someone? There may be people
                             hurt.

                                           BONES
                             I can spare me...

                                           SAAVIK
                             Begging the Admiral's pardon:
                             General Order 15: 'No  flag officer
                             shall beam into a hazardous area
                             without armed escort.'

                                           KIRK
                             There is no such regulation.

                   Saavik's gaze falters --

                                           KIRK
                                     (continuing)
                             All right, join the party.
                             Mr. Spock, the ship is yours.

                                           SPOCK
                             Aye sir --

                                           KIRK
                             Establish a parking orbit around
                             the station and send me a complete
                             damage report when you've talked
                             with Mr. Scott.

                                           SPOCK
                             Be careful, Jim...

                   Kirk, Bones and Saavik head for the turbo doors.

             112   EXT. SPACE - SPACE STATION REGULAR I                       112

                   CLOSER ANGLE now. The silence is ominous.

             113   INT. SPACE STATION REGULAR I - CAROL'S LAB                 113

                   empty, except for the hums and crackles of abandoned
                   equipment. With a FAMILIAR SOUND, BONES, KIRK and
                   SAAVIK MATERIALIZE. All have phasers, communicators
                   and tricorders.

                   For a moment they look around, seeing emptiness. Like
                   being in a haunted house.

                                           KIRK
                             Hello...! Anybody here?

                   A WEIRD ECHO reverberates his cries.

                                           SAAVIK
                                     (raises tricorder)
                             Indeterminate life signs.

                                           KIRK
                             Phasers on stun. Move out.

                   They separate. Each begins to search.

             114   ANGLE WITH SAAVIK                                          114

                   She moves to the electronic and data area, examines the
                   consoles, the equipment, then settles for the data bank.
                   She starts keying sequences with the computer.

             115   INT. SPACE STATION - BONES                                 115

                   He shows signs of fear as he walks through the deserted
                   place, like a scuba diver exploring a cave. We want
                   him to go back.

                   A NOISE. Bones reacts with brave apprehension.

                   Rounding a corner, he starts: A RAT scuttles right in
                   front of him.

                   Bones sighs with relief and moves forward. We think
                   he's safe.

                   SUDDENLY SOMETHING FALLS RIGHT ON HIS FACE: an upside
                   down human ARM.

             116   SAME LOCALE - LATER                                        116

                   Kirk helps Bones cut down the last of the five BODIES
                   from where they were hanged, upside down.

                   Having recovered his composure, Bones examines the
                   corpses. We RECOGNIZE Madison, March, among others.

                   One is clearly the COOK.

                                           KIRK
                                     (stunned)
                             They even killed the galley chief.

                                           BONES
                             This one looks like a Steward.
                             They're not warm, but rigor hasn't
                             set in. This didn't happen all that
                             long ago, Jim.

                   Kirk looks around, despairingly --

                                           KIRK
                             Carol...

             117   INT. SPACE LAB DATA BANK                                   117

                   WITH SAAVIK working with console. Something puzzles
                   her. She frowns, but a NEW SOUND distracts her. She
                   looks up and moves off.

             118   FULL SHOT - IN THE LAB                                     118

                   A moan is heard. All three now converge on the area.
                   As they near it, Saavik's tricorder hums furiously. Be
                   this a room, a locker of some other place, this time
                   they -- "open the door." The limp bodies of Chekov and
                   Terrell fall out.

                                           UHURA'S VOICE
                                     (on screen)
                             Admiral Kirk, Enterprise. Come in,
                             please. Come in please.

                   She will continue sporadically.

                                           KIRK
                             My God!

                   Chekov emits a live, reassuring moan.

                                           BONES
                             That's Clark Terrell, Jim, I've
                             served with him.

                   Bones is passing his medical tricorder over Chekov.

                                           BONES
                                     (continuing)
                             Brain disturbance. Appears to be
                             drug induced.

                   He reaches into his kit. He shoots Chekov moves off
                   to Terrell. Uhura, voice continues in the b.g.

                                           KIRK
                             Saavik, for God's sake, tell her
                             we're all right.

             119   INT. ENTERPRISE BRIDGE - FAVORING UHURA                    119

                                           UHURA
                             I say again. This is Enterprise.
                             Please acknowledge signal. Please --

                   Saavik's face appears on her screen.

                                           SAAVIK
                                     (on screen, hurried)
                             Commander Uhura, this is Lt. Saavik.
                             We're all right. Please stand by.
                             Out.

                                           UHURA
                                     (baffled)
                             Aye, aye.

             120   INT. SPACE STATION - TIGHT GROUP                           120

                   Chekov opens his eyes, and stares into Kirk's.

                                           CHEKOV
                             Oh, God, Admiral...!

                   He weeps like a child, and Kirk holds him. Meanwhile,
                   Terrell opens his eyes and stares at Bones.

                                           BONES
                             It's Dr. McCoy, Captain. Do you
                             remember me?

                                           TERRELL
                             McCoy? Yes. Oh, yes.

             121   ANGLE FAVORING CHEKOV AND KIRK                             121

                   Chekov breaks the embrace in high relief and anxiety.

                                           CHEKOV
                             Oh, sir. It was Khan! We found him
                             on Ceti Alpha V.

                                           KIRK
                             Easy, Pavel... Tell me what you
                             can...

                                           CHEKOV
                             No life signs -- but he was there.
                             Captured us. He -- he put creatures
                             in our bodies. To control our minds.

                   Bones takes over Chekov --

                                           BONES
                             It's all right, you're safe...

                                           CHEKOV
                             ... Made us say -- lies... Do...
                             things... But we beat him... The
                             Captain and me. -- He thought he
                             controlled us, but he didn't ...
                             The Captain was strong.

                   Chekov breaks into tears. Kirk looks at Terrell, who is
                   more composed.

                                           KIRK
                             Captain. Where is Dr. Marcus?
                             Where are the Genesis materials?

                                           TERRELL
                             He couldn't find them. Some of
                             the scientists were still here,
                             but everything else, even the data
                             banks -- were empty.

                                           SAAVIK
                             That's true, Admiral. All the
                             memory cells have been emptied.

                                           KIRK
                                     (ponders)
                             Erased...

                                           TERRELL
                             He tortured those people. None of
                             them would tell him anything. He
                             went wild, strung them up and slit
                             their throats. He wanted to tear
                             the place apart, but he was late:
                             he had to get back to Reliant in
                             time to blow you to bits.

                                           KIRK
                             He came damn close...

                                           CHEKOV
                             He left us.
                                     (with irony)
                             We were no longer of use.
                                           SAAVIK
                             Where is  the Reliant crew? Dead?

                                           TERRELL
                             Marooned on Ceti Alpha V. He's
                             completely mad, Admiral. He blames
                             you for the death of his wife...

                                           KIRK
                             I know what he blames me for.
                                     (thinks)
                             The escape pods are all in place.
                                     (looks around)
                             Where's the transporter room?

             122   INT. SPACE STATION TRANSPORTER ROOM                        122

                   Kirk, wearing his spectacles, studies the transporter
                   consoles. ANGLE WIDENS TO REVEAL the transporter pods,
                   and the others, b.g.

                                           KIRK
                             Did he make it down here?

                   Chekov and Terrell look at each other; they seem a bit
                   stronger.

                                           CHEKOV
                             It was not my impression. He spent
                             most of his time trying to wring the
                             information out of the people.

                   Saavik approaches Kirk:

                                           SAAVIK
                             Anything?

                   Kirk looks at her over the rims of the glasses:

                                           KIRK
                             Somebody left the unit on. If
                             everyone else was dead, it implies
                             that no one remained to turn it off.
                             Those people back there bought escape
                             time for Genesis with their lives.

                   Saavik studies the console.

                                           SAAVIK
                             It doesn't make sense. These
                             coordinates are well within
                             Regula -- a plantoid we know to be
                             lifeless and airless.

                                           KIRK
                                     (wheels turn)
                             If Stage Two was completed, it was
                             underground -- she said it was going
                             to be underground.

                                           SAAVIK
                             Stage Two of what?

                   Kirk gets it.

                                           KIRK
                                     (on communicator)
                             Kirk to Enterprise. Damage report,
                             Spock?

                                           SPOCK'S VOICE
                             Admiral, if we go by the book, like
                             Lieutenant Saavik, hours could seem
                             like days.

                                           KIRK
                                     (beat)
                             I read you, Captain. Let's have it.

                   Fractional pause.

                                           SPOCK'S VOICE
                             The situation is grave, Admiral. We
                             won't have main power for six days
                             at least. Auxiliary power has
                             temporarily failed, but maybe we can
                             restore that in two days. By the
                             book, Admiral.

                   Kirk frowns.

                                           KIRK
                             Meaning you can't even beam us back?

                                           SPOCK'S VOICE
                             Not at present.

                   Kirk looks at Saavik and Bones, decides --

                                           KIRK
                             Captain Spock, if you do not hear
                             from us within one hour your orders
                             are to restore what power you can,
                             take the Enterprise to the nearest
                             Star Base and alert Starfleet
                             command when you are out of jamming
                             range.

                                           UHURA'S VOICE
                             Sir -- we won't leave you behind...!

                                           KIRK
                             Uhura, if you don't hear from us,
                             there won't be anybody behind. Kirk
                             out.
                                     (to Terrell and Chekov)
                             You gentleman can remain here, or...

                                           TERRELL
                             If it's all the same, Admiral, we'd
                             like to share the risk.

                                           KIRK
                                     (hesitates)
                             Very well. Let's go.

                                           BONES
                             Go? Where are we going?

                                           KIRK
                                     (points to console)
                             Where they went. Saavik.

                   Kirk walks onto the pods as Saavik works the console,
                   rolling in electronic coding. The others join Kirk.

                                           BONES
                             But what if they went -- nowhere?

                                           KIRK
                             Then this will be your big chance
                             to get away from it all.

                                           SAAVIK
                             Ready.

                   She presses a button, joins them on the pods. Slowly
                   they VANISH.

             123   EXT. SPACE - THE PLANTOID REGULA                           123

                   CAMERA MOVES TOWARD it as the BEAM SOUND continues,
                   with irregularity. The plantoid is ugly and dead.
                   The sound frightens us, and climaxes with:

             124   INT. ROCKY CAVERN - REGULA                                 124

                   The BEAM SOUND screeches, then settles into its comfort-
                   able mode as the FIVE FIGURES FLUCTUATE, FADE, then
                   APPEAR. They look around in wonder and relief.

                                           SAAVIK
                             Admiral --

                   She indicates something O.S. They cross as CAMERA
                   reveals a cave wall stacked with technical materials
                   and crowned by a LARGE PROJECTILE, a giant version
                   of the model we saw earlier. They stare. (N.B. FEATURE
                   GENESIS ARMING CONTROL BOX.)

                                           BONES
                             Genesis, I presume.

                   They walk by a group of crates. It all happens very
                   fast: David leaps out and tackles Kirk, throwing him to
                   the ground and landing atop him, a knife at his throat.

                   At the same time, Bones and Saavik reach for their
                   phasers, but Jedda, already armed, steps out. He has
                   them covered and helpless.

             125   ANGLE FAVORING DAVID                                       125

                                           DAVID
                             You're the sonavabitch who
                             committed mass murder up there.

                   He raises the knife --

                                           KIRK
                             I'm Admiral Kirk...

                                           DAVID
                             We were still there, you dumb
                             bastard! We could hear the screams
                             all the way to the transporter room --

                   Again he raises the knife --

                                           KIRK
                             Where's Dr. Marcus --

                                           DAVID
                             I'm Doctor Marcus!

                   Carol reaches the tunnel entrance to the cave --

                                           CAROL
                             David --

                                           DAVID
                             Mother, go back!

                   Carol sees Kirk --

                                           CAROL
                             Jim --

                                           DAVID
                             Go back. I'm going to kill him.

                                           CAROL
                                     (takes a breath)
                             You do that and you'll have murdered
                             your father.

                   All react. David and Kirk, facing each other, are
                   turned to stone. Bones, Jedda and Chekov turn to look
                   at Carol, wondering. Terrell very casually takes the
                   phaser from Jedda.

             126   NEW ANGLE (FORMERLY SCENE 134)                             126

                                           TERRELL
                                     (cool)
                             I'll hold onto this.

                   But Kirk and Carol ignore them and walk towards each
                   other. There are tears in Carol's eyes. She reaches
                   up, trying to smile and touches his hair --

                                           CAROL
                             You've got a little grey --

                   She can't. Kirk takes her and holds her tightly, look-
                   ing at David, over her shoulder. He stands there,
                   stunned, looking back.

                                           KIRK
                             Carol. Is that true?

                   She nods --

                                           KIRK
                                     (continuing)
                             Why didn't you tell me?

                                           DAVID
                             She's making it up! My father was
                             Professor --

                                           CAROL
                             David, you're just making this
                             harder --

                                           TERRELL
                             I'm afraid it's even harder than you
                             think, Doctor.

                   He and Chekov have their phasers trained on them.

                                           TERRELL
                                     (continuing)
                             Please don't move --

                                           KIRK
                             Chekov -- !

                                           CHEKOV
                             I'm sorry, Admiral.

                   Terrell speaks into his wrist recorder.

                                           TERRELL
                             Your excellency, have you been
                             listening?

                                           KHAN'S VOICE
                                     (filtered)
                             I have indeed, Captain. You have
                             done well...

                                           DAVID
                             I knew it -- !

                   David makes a reckless break for Terrell; Saavik
                   instantly throws herself on him bringing him down as
                   Terrell fires, hitting Jedda, who was behind David --
                   a killing ray. Jedda dematerializes. Carol SCREAMS
                   and David reacts with horror and guilt.

                   Most importantly, Chekov begins to tremble. Terrell
                   himself is shaken by his reflexive action. He's in
                   semi-panic.

                                           TERRELL
                             Don't move -- any of you!

             127                                                              127
            thru                                                             thru
             134                                                              134

             135   EXT. SPACE - THE DARK SIDE OF REGULA                       135

                   Reliant, motionless in a parking orbit.

             136   INT. RELIANT BRIDGE - FAVORING KHAN                        136

                   Joachim over his shoulder. Others in evidence. Khan
                   speaks into his console.

                                           KHAN
                             Captain... We're waiting. What's
                             the delay?

             137   INT. ROCKY CAVERN (INTERCUT AS DESIRED)                    137

                                           TERRELL
                             All is well, sir. You have the
                             coordinates to beam up Genesis...

                                           KHAN
                             First things first, Captain. Kill
                             Admiral Kirk.

                   Reactions by all -- only Kirk and Bones are unsurprised.
                   David and Saavik, dazed, fight the urge to do something.
                   Chekov is close to a seizure. Terrell fights conflicting
                   mental signals.

                                           TERRELL
                             Excellency... it is difficult.
                             I try to obey, but --

                                           KHAN'S VOICE
                             Kill him.

                   As though tearing off a leach, Terrell grabs at the
                   wrist recorder and flings it to the ground. A shock-
                   wave of pain hits Terrell. He recovers, trembling and
                   tries to obey. Chekov is shaking badly. Terrell aims
                   his phaser at Kirk. Chekov slowly raises his phaser
                   and aims at Terrell, though his hands are like lead.
                   We THINK Chekov is going to do the right thing. Then,
                   shockingly: Terrell turns his phaser on himself.

                                           KHAN'S VOICE
                                     (still emanates from
                                      wrist recorder)
                             Kill him, Terrell. Now.

                   Terrell does, blowing himself into oblivion.

             138   ANGLE - FAVORING CHEKOV                                    138

                   He SCREAMS, horribly, drops his phaser, clutching his
                   head.

                   Bones leaps to his side, pulls an injection device from
                   his belt pack, jabs it into Chekov's arm. Chekov,
                   almost with a sigh of relief, drops.

                                           KHAN'S VOICE
                             Terrell? Chekov -- !

                                           BONES
                             Jim -- for God's sake!

                   They rush to his side, as do Carol and David.

             139   ANGLE - FAVORING CHEKOV                                    139

                   From the fallen man's ear, something begins to emerge.

             140   VERY CLOSE - CHEKOV'S EAR                                  140

                   The Ceti eel crawls out. It has grown quite large.

             141   SCENE                                                      141

                   Horror from all. Kirk picks up a phaser. As the eel
                   clears Chekov, he fires and destroys it. He shudders,
                   then sees the wrist recorder and grabs it.

                                           KIRK
                             Khan, you bloodsucker, they're
                             finished! You'll have to do your
                             own dirty work now. Do you hear me?
                             Do you?

             142   INT. RELIANT BRIDGE                                        142

                   Khan reacts to Kirk's VOICE: electronic shock. He
                   clutches the communicator, his eye-whites rolling.

                                           KHAN
                             Kirk! Kirk, you are still alive --
                             my old friend...

                   INTERCUT AS DESIRED WITH

             143   ROCKY CAVERN - FAVORING KIRK                               143

                                           KIRK
                             Still, 'old friend.' You've
                             managed to kill just about everyone
                             else, but like a poor marksman, you
                             keep missing the target.

                                           KHAN
                                     (ironic)
                             Perhaps I no longer need to try.

                   He punches several buttons.

                   In the Rocky Cavern the transporter beam locks on to the
                   Genesis torpedo and its arming control box.

                   As Kirk and the others watch, horrified, Khan beams up
                   the materials. David tries to reach the torpedo, but
                   Saavik holds him fast --

                                           DAVID
                             Let go -- he can't -- !

                                           SAAVIK
                             Only half of you would get there.

                   The beam disappears and Genesis with it, leaving them
                   alone.

                                           KIRK
                                     (desperate)
                             Khan, you have Genesis, but you
                             don't have me! You were going to
                             kill me, Khan, it was your sole
                             purpose. You'll have to come down
                             here to do it! You'll have to
                             come down!

                                           KHAN'S VOICE
                             I've done far worse than kill you,
                             Admiral. I've hurt you. And I
                             wish to go on hurting you. I
                             shall leave you, as you left me --
                             where no one will ever find you:
                             poetic justice; marooned for
                             eternity in the center of a dead
                             planet -- buried alive.

                                           KIRK
                             Khan -- !

                                           KHAN
                             Goodbye, Admiral. Oh, and don't
                             count on Enterprise. She can't
                             move. My next act will be to blow
                             her out of the heavens.

                                           KIRK
                             KHAN!

             144   OMITTED                                                    144

             145   INT. RELIANT BRIDGE                                        145

                   Khan closes his eyes in voluptuous satisfaction.
                   Joachim enters and Khan looks at him.

                                           KHAN
                             Well?

                                           JOACHIM
                             Warp drive still inoperative. All
                             other systems should be restored
                             shortly.

                   Khan sighs, contentedly.

                                           KHAN
                             Excellent. We have all the time
                             in the world.

             146   INT. ROCKY CAVERN                                          146

                   As before, Saavik is on the communicator.

                                           SAAVIK
                             This is Lt. Saavik, calling Enterprise...

                   She keeps trying. Chekov stirs --

                                           BONES
                             He's alive!

                   Bones goes and tends Chekov who moans, tries to sit up.

                                           KIRK
                             Pavel?

                   Chekov tries to smile; Kirk takes his hand --

                                           SAAVIK
                             No use, Admiral, they're still
                             jamming all channels.

                                           BONES
                                     (looks across Chekov)
                             It wouldn't make any difference.
                             If Enterprise obeyed orders she's
                             long since gone. And if she couldn't
                             obey, she's finished.

                                           DAVID
                             So are we, it looks like.

                                           CAROL
                             I don't understand.
                             Who's responsible for all this?
                             Who is Khan?

                                           KIRK
                             It's a long story.

                                           DAVID
                             We appear to have plenty of time.

                                           BONES
                                     (dry)
                             You and your father can catch up on
                             things.

                                           DAVID
                                     (bitter)
                             My father. I hope you realize
                             another man has just been killed
                             because of...

                                           BONES
                             Because of you, son. You shouldn't
                             have tried to rush someone holding
                             a primed phaser. Anyway it isn't
                             one man dead, it's two, in case
                             you've lost count.

                   David has been effectively spiked. Long silence.

                                           KIRK
                             Do you have anything to eat? I
                             don't know about anyone else, but
                             I'm starved.

                                           BONES
                             How can you think of food at a time
                             like this?

                                           KIRK
                             Our first order of business is survival.

                                           CAROL
                             There's food in the Genesis cave,
                             enough to last a lifetime -- should
                             that be necessary.

                                           BONES
                             We thought this was Genesis.

                   Carol laughs -- there's an edge of hysteria to it.

                                           CAROL
                             This? It took the Starfleet corps
                             of engineers ten months in space
                             suits to tunnel out all this. What
                             we did in there -- we did in a day.
                             David, why don't you show Dr. McCoy
                             and the Lieutenant our idea of food.

                                           DAVID
                             But we can't just sit here -- !

                                           KIRK
                                     (unruffled)
                             Oh, yes we can. Is there really
                             something to eat?

                   David looks at his father, who checks his watch, putting
                   on his spectacles.

                                           CAROL
                             David. Please.

                                           DAVID
                                     (to Kirk)
                             This is just to give us something
                             to do, isn't it?
                                     (he shrugs)
                             Come on.

                   Saavik and Bones make to follow. Saavik turns to Kirk --

                                           SAAVIK
                             Admiral?

                                           KIRK
                             As your teacher Mr. Spock is fond
                             of saying: I like to think there
                             always are possibilities.

             147   OMITTED                                                    147
            thru                                                             thru
             149                                                              149

             150   EXT. SPACE                                                 150

                   Dark side of Gamma. Reliant sits idle.

            150A   INT. ROCKY CAVERN                                         150A

                   Carol sits on the ground, Chekov's head in her lap,
                   looking at Kirk.

                                           CAROL
                             David was right, wasn't he? It's
                             just to keep them busy.

                                           KIRK
                             Why? Why didn't you tell me?

                                           CAROL
                             How can you ask me that? Were we
                             together? Where we going to be?
                             You had your world and I had mine.
                             I wanted him in mine, not chasing
                             through the universe with his father.

                   Kirk turns away, overcome. She watches him.

                                           CAROL
                                     (continuing)
                             He's a lot like you in many ways.
                             Nothing I could do about it. He's
                             smarter, of course; that goes without
                             saying. Most of Genesis is really
                             his.

                   Her joke doesn't take effect. He doesn't turn.

                                           CAROL
                                     (continuing)
                             This is it, isn't it? We're never
                             going to get out of here.

                   Kirk says nothing.

                                           CAROL
                                     (continuing)
                             Please. Tell me what you're feeling.

                   Kirk hesitates, comes back and sits next to Chekov; he
                   changes Bones' compress on the ear as he finally speaks.

                                           KIRK
                             There's a man I haven't seen in
                             fifteen years who thinks he's killed
                             me. You show me a son who'd almost be
                             happy to help him. My son. My life
                             that could have been and wasn't. What
                             am I feeling? I'm feeling old --
                             worn out.

                   Carol studies him; gently she sets Chekov's head down
                   on a sweater, then stands.

                                           CAROL
                             Let me show you something that will
                             make you feel young -- young as when
                             the world was new.

                   She offers her hand. Kirk looks at Chekov, who smiles,
                   faint assurance.

                                           CAROL
                                     (continuing)
                             He'll be all right. Come.

                   After a moment's hesitation, Kirk takes her hand and
                   she leads him to the tunnel.

            150B   INT. TUNNEL                                               150B

                   TRUCKING BEFORE Carol and Kirk. A rising light falls
                   on their faces as they walk, then run with excitement
                   toward the source. Kirk races ahead...

            150C   KIRK'S POV - MOVING THROUGH THE TUNNEL                    150C

                   toward an iridescent light at its end, blindingly
                   beautiful with color.

                   INTERCUT: THESE TWO ANGLES until WE CAN HARDLY WAIT
                   for Kirk to reach the end of the tunnel, and then,
                   when it does:

            150D   INT. GENESIS CAVE - PROMONTORY LEVEL                      150D

                   where the rock tunnel ends. Kirk comes out of the
                   tunnel, and his mouth drops open.

            150E   FULL SHOT - THE GENESIS CAVE (MATTE AND FX) (FORMERLY     150E
                   SCENE 130)

                   A huge cavern. Kirk is actually standing at the middle
                   of it. Space extends vastly above and below his point
                   of view. Like Eden, lush growth everywhere, water-
                   falls, and a cobalt blue sky high, high above where a
                   round orb glows sending light and warmth downward.
                   There is a path from where Kirk stands down to the lower
                   level where Bones, and the others are waiting and calling
                   to him. Mist and haze waft gently across the cavern.

            150F   BACK TO KIRK                                              150F

                   as Carol comes up beside him.

                                           KIRK
                             You did this -- in a day?!

                                           CAROL
                             The matrix formed in a day. The
                             life forms grew later -- at a
                             wildly accelerated rate. Can I
                             cook or can't I?

             151   INT. RELIANT BRIDGE                                        151

                   The turbo doors open and Joachim stands there.

                                           JOACHIM
                             Impulse power restored.

                   Khan smiles.

                                           KHAN
                             More than a match for poor
                             Enterprise.

                   He punches at his console.

             152   OMITTED                                                    152
            thru                                                             thru
             153                                                              153

             154   EXT. SPACE - REGULA                                        154

                   Reliant ominously pokes her nose into the lit side of
                   the planet, heading for Enterprise.

             155   INT. RELIANT BRIDGE                                        155

                                           JOACHIM
                             Departing dark side, Regula.

                                           KHAN
                             Visual --

             156   ON SCREEN                                                  156

                   The Regula I Space Station -- but where is Enterprise?

             157   ON KHAN                                                    157

                   frowning with puzzlement.

                                           KHAN
                             Where IS she?

             158   ON SCREEN                                                  158

                   not a trace!

             159   INT. GENESIS CAVE PLATFORM                                 159

                   Kirk and the others eat fruit from the huge (matte)
                   forest beyond. Chekov has been moved to join them.

            159A   ANGLE FAVORING DAVID AND SAAVIK                           159A

                   who watches him.

                                           DAVID
                             What are you looking at?

                                           SAAVIK
                             The Admiral's son.

                                           DAVID
                             Don't you believe it.

                                           SAAVIK
                             Oh, I believe it.

                   She almost smiles. David returns her stare and it
                   throws her.

                                           SAAVIK
                                     (continuing)
                             What are you looking at?
                                           
                                           DAVID
                                     (confused)
                             I don't know.

            159B   INT. GENESIS CAVE - WIDER ANGLE                           159B

                   Saavik rises, paces. Kirk puts down his food.

                                           KIRK
                             Now that's what I call a meal.

                                           BONES
                             It's like the Garden of Eden...

                                           CAROL
                             Only here, every apple comes from
                             the Tree of Knowledge.

                   Kirk watches Saavik.

                                          KIRK
                             What's on your mind, Lieutenant?

                                          SAAVIK
                             The Kobayashi Maru, sir.

                                          DAVID 
                             The what?

                                          BONES
                             The no-win scenario -- and with
                             what philosophy a commander faces
                             defeat.

                                           KIRK
                             Are you asking me if we are playing
                             out that scenario now, Lieutenant?

                                           SAAVIK
                             On the test, sir, will you tell me
                             what you did? I'd really like to
                             know.

                   Kirk looks at Bones, who smiles --

                                           BONES
                             Lieutenant, you are looking at the
                             only Starfleet cadet who ever beat
                             the no-win scenario --

                                           KIRK
                             And almost got tossed out of the
                             Academy...

                   He looks at his watch again, using his glasses --

                                           SAAVIK
                             How?

                                           KIRK
                             I reprogrammed the simulation so it
                             was possible to rescue the ship.

                                           SAAVIK
                             WHAT?

                                           KIRK
                             I changed the conditions of the
                             test. I received a commendation for
                             original thinking.
                                     (pause)
                             I don't like to lose.

                                           SAAVIK
                             Then -- you never faced that
                             situation -- faced death...

                                           BONES
                             Until now.

                                           KIRK
                             We each face death every day we're
                             alive, Saavik.

                   He picks up the communicator.

                                           KIRK
                                     (continuing)
                             Spock, this is Kirk. It's two hours.
                             Are you about ready?

                                           SPOCK'S VOICE
                             Right on schedule, Admiral. Just
                             give us your coordinates and we'll
                             beam you aboard.

                   The others are on their feet, stunned with amazement --

                                           KIRK
                             Right. I don't like to lose.

                   He clicks off.

                   David gapes at his father.

             160   OMITTED                                                    160

             161   EXT. SPACE DARK SIDE OF REGULA                             161

                   WE CAN SEE NOW where Enterprise is: she has slipped
                   behind the plantoid, clockwise, even as Reliant was
                   rounding into the lighted side.

             162   INT. TRANSPORTER ROOM - ENTERPRISE                         162

                   Kirk, David, Saavik, Carol and Bones, holding the semi-
                   conscious Chekov MATERIALIZE. Spock is there to greet
                   them.

                                           SAAVIK
                             But the damage report -- we were
                             immobilized...

                                           KIRK
                             Come, come, Lieutenant, you of all
                             people go by the book. Hello,
                             Spock. You remember Dr. Marcus...

                   They are moving through the room as they talk --

                                           SPOCK
                             Certainly...

                                           SAAVIK
                                     (overlapping)
                             By the book...

                                           KIRK
                             Regulation 46-A: 'If transmissions
                             are being monitored during battle...'

                                           SAAVIK
                             '... no uncoded messages on an open
                             channel...'

                   Saavik steps in front of Spock.

                                           SAAVIK
                                     (continuing)
                             You lied.

                                           SPOCK
                             I exaggerated.

                                           KIRK
                             Hours instead of days, Saavik; now
                             we have minutes instead of hours --

                                           BONES
                                     (behind)
                             I'm taking this bunch to sick bay.

                   CAMERA STAYS WITH THEM, HOLDS ON DAVID, awed.

             163   INT. CORRIDOR ENTERPRISE                                   163

                   Saavik and Kirk follow Spock. They stop at a Turbo
                   Lift --

                                           SPOCK
                             They're inoperative below C-deck.

             164   INT. ANOTHER ENTERPRISE CORRIDOR                           164

                   They race down corridors as they speak -- 

                                           KIRK
                             What IS working around here?

                                           SPOCK
                             Not much, Admiral. We have partial
                             main power...

                                           KIRK
                             That's it?

                                           SPOCK
                             Best we could do in two hours.

             165   INT. ENTERPRISE BRIDGE                                     165

                   Full crew in place as doors whoosh open --

                                           SULU
                                     (overjoyed)
                             Admiral on the bridge --

                                           KIRK
                             Battle stations.

                   ALARMS, SIRENS, ETC. CREW RUSH INTO PLACE AS Kirk,
                   Spock and Saavik approach the big screen.

                                           KIRK
                                     (continuing)
                             Tactical.

                   We see the Enterprise emerging from the dark side of
                   Gamma Regula, where Reliant is now a moving blip.

                                           KIRK
                                     (continuing)
                             Uh oh.

                                           SPOCK
                             She can out-run us and out-gun us.
                             But there is the Mutara Nebula at
                             153 mark four.

                                           KIRK
                                     (studies his console)
                             Scotty, can we make it inside?

                                           SCOTTY
                             The energizer's bypassed like a
                             Christmas tree -- so don't give me
                             too many bumps.

                                           KIRK
                             No promises, Mr. Scott. On your way.

                                           SAAVIK
                             Trouble with the nebula, sir, is all
                             that static discharge and gas clouds 
                             our tactical display. Visuals won't 
                             function and shields will be useless.

                   Kirk looks over the rims of his glasses at Spock; they
                   smile with faint amusement.

                                           SPOCK
                             What's sauce for the goose, Mr.
                             Saavik. The odds will be even.

             166   VARIOUS CORRIDORS, ENTERPRISE                              166

                   As the lights change, the CREW runs to their stations.

            166A   EXT. SPACE                                                166A

                   ENTERPRISE STARTS MOVING.

             167   INT. HOSPITAL                                              167

                   Carol, David and Bones react to the light change and
                   the sirens -- Bones works on Chekov...

                                           DAVID
                             I'm going up there.

                                           BONES
                             You'll be in the way, Dr. Marcus...
                             best stay here.

                   Carol and David are civilians on a battleship.

             168   INT. ENTERPRISE BRIDGE                                     168

                   Reacting. Saavik approaches Kirk and Spock.

                                           SAAVIK
                             Admiral... what happens if Reliant
                             fails to follow us into the nebula?

                   Kirk and Spock exchange looks --

                                           SPOCK
                             I think we can guarantee she'll
                             follow us, Mr. Saavik. Remind me
                             to explain to you the concept of
                             human ego.

                                           KIRK
                             Best speed, Scotty...

             169   EXT. SPACE                                                 169

                   The Enterprise whooshes by CAMERA leaving Regula
                   behind. Reliant now appears in far b.g. and CAMERA
                   BEGINS A MOVE to her.

             170   INT. RELIANT BRIDGE                                        170

                                           KHAN
                             There! Full impulse power! Not
                             so wounded as we were led to believe
                             -- so much the better...

             171   EXT. SPACE                                                 171

                   Reliant moves to and past CAMERA in hot pursuit.

             172   EXT. SPACE - SERIES OF SHOTS                               172

                   Call them SPACE-BYS. Enterprise rushes TOWARD US,
                   flashes BY and CONTINUES towards the swirling nebula.

                   THEN Reliant does the same, closer in pursuit. At
                   this moment, half the distance between Regula and
                   the nebula has been covered.

             173   INT. ENTERPRISE BRIDGE                                     173

                                           SPOCK
                             Estimating nebula penetration
                             in two minutes. Reliant is
                             closing.

                                           KIRK
                             Steady as you go...

             174   EXT. SPACE                                                 174

                   Orientation, SHOT. Reliant can clearly see where
                   Enterprise is headed --

             175   INT. RELIANT BRIDGE                                        175

                                           JOACHIM
                             We'll lose them if they go in there.

                                           KHAN
                             Rake her.

             176   SOMEONE PUNCHES A BUTTON                                   176

             177   EXT. SPACE                                                 177

                   Reliant's shot crosses Enterprise's bow --

             178   INT. ENTERPRISE HOSPITAL                                   178

                   The ship reverberates with the near miss. Chekov wakes
                   up, looks wildly about --

                                           BONES
                             Take it easy --

                                           CHEKOV
                             But I must --

                                           BONES
                             Listen to me, Pavel; you haven't
                             the strength or the equilibrium --

                                           CHEKOV
                             But --

                   As they talk, David, unnoticed, leaves the area. The
                   Enterprise is buffeted again --

                                           CAROL
                             Dr. McCoy, I can't just sit here.
                             Tell me what I can do.

                                           BONES
                                     (grim)
                             You can help get my surgery squared
                             away. I'm expecting customers.

                   She whitens in fear. ANOTHER SHOT reverberates.

             179   INT. ENTERPRISE BRIDGE                                     179

                                           SAAVIK
                             That was close --

                                           KIRK
                                     (unfazed)
                             They just don't want us going in there.

                                           SPOCK
                             One minute to nebula perimeter.

                   The bridge door slides open and David enters. He
                   stares in wonder. Saavik reacts to David.

                                           SPOCK
                                     (continuing)
                             Admiral, they're reducing speed.

                                           KIRK
                             Uhura, patch me in --

                                           UHURA
                             Aye, sir.

             180   INT. RELIANT BRIDGE                                        180

                                           KHAN
                             Why are we slowing?

                                           JOACHIM
                             We daren't follow them into the
                             nebula, sir -- our shields will be
                             useless...

                                           KIRK'S VOICE
                             This is Admiral Kirk.

                   Khan's eyes bulge --

                                           KIRK'S VOICE
                                     (continuing)
                             We tried it once your way, Khan.
                             Are you game for a rematch?

                   Khan's eyes bulge --

                                           KIRK'S VOICE
                                     (continuing)
                             Khan -- ! I'm laughing at the
                             "superior" intellect.

                                           KHAN
                             Full impulse power!

                                           JOACHIM
                             No sir! We have Genesis -- Whatever
                             you want --

                                           KHAN
                             Full power damn you!

                   And he reaches across and executes it himself.

             181   INT. ENTERPRISE BRIDGE                                     181

                   They react to Reliant's speed-up. The nebula approach
                   is ON SCREEN.

                                           KIRK
                                     (dry)
                             I'll say this for him: he's
                             consistent.

             182   EXT. SPACE - THE MUTARA NEBULA                             182

                   WE'RE VERY CLOSE NOW, and SEE CLEARLY the swirling,
                   slowly moving gases, magenta, purple, etc. There are
                   veils of luminescent materials and through all an
                   interlace of unpredictable electrical charges.

                   Like lightning, these intermittent great flashes
                   illumine whole sections of the nebula. OUR VIEW is
                   moving slowly forward...

             183   INT. ENTERPRISE BRIDGE                                     183

                                           SPOCK
                                     (timing)
                             And we're... in.

             184   EXT. SPACE - THE NEBULA                                    184

                   As Enterprise whooshes into the PICTURE headed into the
                   purplish gas -- and disappears into a cloud bank of
                   the stuff.

                   A moment then Reliant APPEARS, pursues Enterprise into
                   the gloom, also disappears.

             185   INT. RELIANT BRIDGE                                        185

                   ON SCREEN the picture is squirrelly purple, breaking
                   up. Blindness. Panic.

                                           KHAN
                             Tactical!

                                           JOACHIM
                                     (tries)
                             Inoperative.

                                           KHAN
                             Raise the shields...

                   Electrical forces raging without are also reflected on
                   the circuits within. It's bumpy, on top of everything
                   else. Electronic WHINING.

                                           JOACHIM
                             As I feared, sir. Not functional.
                             I'm reducing speed.

                   Khan does not argue.

             186   EXT. SPACE - PURPLE - SERIES OF SHOTS                      186

                   Cautiously Reliant emerges from a massive "cloudbank."
                   Electrical discharges abound. Barely moving, she feels
                   her way forward. Alone.

             187   AS THE ANGLE WIDENS                                        187

                   A treat: Enterprise is above and behind Reliant.

             188   INT. ENTERPRISE BRIDGE - ON SCREEN                         188

                   Reliant's image is breaking up.

                                           SULU
                             Phaser lock inoperative, sir.

                                           KIRK
                             Best guess, Mr. Sulu. Fire when
                             ready.

                   Sulu strains, then fires -- just as an electrical dis-
                   turbance bounces the bridge --

             189   EXT. SPACE NEBULA                                          189

                   The bounce causes Sulu's phaser shot to go wide of
                   Reliant, amid CRACKLING discharges --

             190   INT. RELIANT BRIDGE                                        190

                   Rolls from the near-miss concussion --

                                           KHAN
                             Aft-torpedoes -- fire -- !

             191   EXT. SPACE NEBULA                                          191

                   Reliant is wide of the mark with a Photon torpedo.
                   A BLINDING ELECTRICAL DISCHARGE. When it clears,
                   Enterprise appears to be alone.

             192   INT. ENTERPRISE BRIDGE                                     192

                   ON SCREEN, nothing but magenta amid picture breakup --

                                           KIRK
                                     (sweating)
                             Hold your course. Look sharp...

                                           SAAVIK
                             At what.

             193   EXT. NEBULA (INTERCUT WITH BRIDGE)                         193

                   Enterprise feeling its way...

             194   ON BRIDGE - POV ON SCREEN                                  194

                   All peer into the lousy picture. Occasional electrical
                   flashes.

             195   EXT. SPACE NEBULA                                          195

                   Still Enterprise moves forward... A LARGE FLASH... a
                   SUDDEN GLIMPSE: Reliant boring in on collision course!

             196   INT. ENTERPRSIE BRIDGE                                     196

                   A sudden clearing ON SCREEN: Reliant!

                                           KIRK
                             Evasive starboard!

                   Hard over, but not fast enough. Reliant fires a phaser.

             197   SERIES OF SHOTS                                            197

                   Reliant's phaser shot hits the Enterprise torpedo room
                   in Dorsal Fin area of ship.

             198   INT. ENTERPRISE TORPEDO ROOM                               198

                   An EXPLOSION rocks the room and...

             199   INT. ENTERPRISE BRIDGE                                     199

                   The Bridge rattles from the explosion below; Sulu is
                   thrown from his chair. Saavik leaps to her post --

                                           KIRK
                             Phaser bank one, fire!

             200   EXT. SPACE NEBULA        200

                   The Enterprise fires a phaser and delivers a raking shot
                   -- which rips along the side of Reliant's primary hull.

             200A   INT. RELIANT BRIDGE (FORMERLY SCENE 205)                 200A

                   The bridge is damaged; Joachim and others are wounded...

                                           KHAN
                             Joachim!

                   For the first time, his friend wounded, Khan hesitates,
                   holds him --

                                           JOACHIM
                             Yours... is... the superior...

                                           KHAN
                             I shall avenge you --

            200B   NEW ANGLE                                                 200B

                   She veers to one side with the impact and disappears
                   into a deep purple mass.

             201   INT. ENTERPRISE BRIDGE                                     201

                   Sulu is being helped by David --

                                           KIRK
                             Damage, Scotty?

             202   INT. ENGINE ROOM                                           202

                   Bones is there, helping some crewmen. The Reactor Room 
                   flashes a red warning light and glows with a blue 
                   light. The air is heavy with smoke but the doors,
                   damaged earlier, still hold.

                                           SCOTTY
                             Admiral, I've got to take the mains
                             off the line. The energizer's shaken
                             loose and I can't get in there to
                             fix her -- radiation --

             203   INT. ENTERPRISE BRIDGE                                     203

                                           KIRK
                             All right, we'll do the job with
                             auxiliary power.

                   The bridge door opens and closes; Chekov, faint,
                   stands there.

                                           CHEKOV
                             Could you use another hand, Admiral?

                                           KIRK
                             Man the weapons console, Mr. Chekov.

                   ANGLE FAVORING David as the others react to Chekov
                   taking his place. Quiet.

                                           KIRK
                                     (continuing)
                             Spock?                             

                   Spock is bent over the scanner --

                                           SPOCK
                             Sporadic energy readings port side,
                             aft. Could be an impulse turn.

                                           KIRK
                             He won't break off now. If he
                             followed me this far he'll be back.
                             But from where...?

                                           SPOCK
                             He's intelligent, but not experienced.
                             His pattern indicates two dimensional
                             thinking...

                   Kirk looks at him, smiles.

                                           KIRK
                             Mr. Saavik, all stop.

                                           SAAVIK
                             All stop, sir.

                                           KIRK
                             Descend ten thousand meters. Stand
                             by photon torpedoes.

             204   EXT. SPACE NEBULA                                          204

                   Reliant in purplish mass, banking slightly, completing
                   a long turn, then boring ahead.

             205   OMITTED                                                    205

             206   EXT. SPACE NEBULA                                          206

                   As Reliant emerges from the dark blue mass into a clear
                   almost tranquil place. Reliant, moving slowly, stops,
                   as if looking around.

             207   INT. RELIANT BRIDGE                                        207

                   The screens are empty.

                                           KHAN
                             Where is he? Where in God's name
                             is he?

             208   EXT. SPACE NEBULA                                          208

                   Reliant motionless in the f.g. amid occasional flashes.
                   Now, behind Reliant and from below, like a great whale
                   rising from the depths, Enterprise rises vertically,
                   slowly passing the unsuspecting enemy. When Enterprise
                   is above, behind and quite close:

             209   INT. ENTERPRISE BRIDGE                                     209

                   Reliant ON SCREEN, intermittent but clear.

                                          CHEKOV
                             Torpedoes ready, sir.

                                           KIRK
                             Fire.

             210   SERIES OF SHOTS                                            210

                   A)   EXT. ENTERPRISE

                   fires torpedo; one which hits, destroying Reliant's
                   weapons pod on top.

                   B)   INT. RELIANT

                   C)   EXPLOSIONS rock the interior of Reliant.

                   D)   EXT. ENTERPRISE

                   fires two more times. The first causes general
                   damage. The second, close behind blasts Reliant's
                   port engine off into space, debris scattering.

                   E)   INT. RELIANT BRIDGE 

                   is devastated. Khan is blown from his chair and
                   WE'RE UNCERTAIN of his fate.

             211   EXT. SPACE NEBULA            211

                   Reliant, now a scarred, battered hulk, her main hull
                   still intact, but dead in space.

             212   INT. ENTERPRISE BRIDGE                                     212

                   No cheers, just deadly professionalism.

                                           KIRK
                             Cease fire. Look sharp.

                                           SAAVIK
                             Power levels quite low, sir.

                                           KIRK
                                     (to intercom)
                             Mr. Scott, can you get the mains
                             back on line?

                                           SCOTTY'S VOICE
                                     (breaking up slightly) 
                             I'll need ten minutes, sir, 'til
                             the radiation dissipates.

                                           KIRK
                             Uhura, send to Commander, Reliant:
                             prepare to be boarded.

                                           UHURA
                             Aye, sir.

             213   INT. RELIANT BRIDGE                                        213

                   Amid the smoke and ruins, WE SEE no signs of life.

                                           UHURA'S VOICE
                             Commander, Reliant, this is
                             Enterprise. Surrender and prepare
                             to be boarded. Repeat...

                   In f.g., chillingly, Khan rises INTO SHOT by the main
                   console. He is horribly burned, and it is clear that
                   he is clinging to life by his will.

                                           KHAN
                             No... Kirk. The game's not over.

                   As Uhura's voice continues O.S., Khan pulls himself
                   into a chair at the console, one of his hands useless
                   at his side.

                                           KHAN
                                     (continuing)
                             To the last I will grapple with thee!

                   Painfully, with one good arm, he starts arming the
                   Genesis console.

            213A   INT. RELIANT TRANSPORTER ROOM                             213A

                   There sits the Genesis torpedo: lights start blinking
                   in response. As we watch, the CHILD we met on Ceti Alpha
                   walks to the torpedo and smiles at the lights.

             214   INT. ENTERPRISE BRIDGE                                     214

                                           UHURA
                             Enterprise to Reliant: you are
                             ordered to surrender your vessel.
                             Respond!
                                     (to Kirk)
                             Nothing, sir.

                                           KIRK
                             We'll beam aboard. Alert
                             transporter room --

                                           SPOCK
                             Admiral. Scanning an energy source
                             on Reliant. A pattern I've never
                             seen.

                   David peers closer over Spock's shoulder, reacts.

                                           DAVID
                             It's the Genesis Wave!

                                           KIRK
                             What?

                                           DAVID
                             He's on a build up to detonation!

                                           KIRK
                             How soon --

                                           DAVID
                             We encoded four minutes --

                                           KIRK
                             We'll beam aboard and stop it --

                                           DAVID
                             You can't!

                   The briefest stunned moment. Kirk hits intercom:

                                           KIRK
                             Scotty, I need warp speed in three
                             minutes or we're all dead!

                   STATIC.

                                           KIRK
                                     (continuing)
                             Scotty!

                   Spock leaps from his place and disappears through the
                   bridge doors.

                                           KIRK
                                     (continuing)
                             Saavik, get us out, best speed!

                                           SAAVIK
                             Aye, sir.

             215   EXT. SPACE NEBULA                                          215

                   Enterprise backs away from Reliant. Her speed is pain-
                   fully slow.

             216   INT. RELIANT BRIDGE                                        216

                   ON SCREEN, Enterprise, intermittent image, backs away.
                   Khan smiles triumphantly through his pain. An elec-
                   tronic power SOUND has been building.

                                           KHAN
                             No... You can't get away... From
                             hell's heart I stab at thee...
                                     (amid the pain)
                             For hate's sake... I spit my last
                             breath at thee!

                   Khan topples forward, dead. The WHINE continues to
                   build chillingly.

             217   INT. ENTERPRISE ENGINE ROOM                                217

                   Spock rushes in. Bones ministers to Scotty, b.g.

                   Spock sizes up the situation, starts for the radiation
                   room, Bones intercepts him.

                                           BONES
                             Are you out of your Vulcan mind?
                             No human can tolerate the radiation
                             loose in there!

                                           SPOCK
                             But, as you are so fond of observing,
                             Doctor, I'm not human.

                                           BONES
                             You're not going in there -- !

                                           SPOCK
                             I'm afraid I can't stop to discuss
                             this logically --

                   He gives Bones the Vulcan nerve pinch. Bones goes
                   down.

                   Spock presses the access button and enters the Reactor
                   Room, a separated area behind radiation-proof glass
                   and metal, RED FLASHING LIGHTS and an iridescent blue
                   glow within.

             218   ANGLE - SCOTTY AND BONES                                   218

                                           SCOTTY
                                     (in horror)
                             Spock -- get out of there!

             219   INT. ENTERPRISE REACTOR ROOM                               219

                   Bathed in blue light, arcing energy around him, Spock
                   is a silhouetted figure as he goes to work, door clos-
                   ing behind him.

             220   EXT. SPACE - RELIANT                                       220

                   The WHINE increasing, the dead ship Reliant alive with
                   danger...

             221   EXT. SPACE NEBULA - ENTERPRISE                             221

                   A snail's pace compared to the escape speed needed.

             222   INT. ENTERPRISE BRIDGE                                     222

                                           KIRK
                             Time from my mark...

                                           SAAVIK
                             Two minutes, ten seconds.

                                           KIRK
                                     (intercom)
                             Engine room! What's happening?!

             223   INT. ENTERPRISE REACTOR ROOM (INTERCUT AS                  223
                   REQUIRED)

                   Outside the glass, Scotty and Bones screaming:

                                           SCOTTY
                             Captain, please!

                                           BONES
                             Get out! Get out, man! Oh, dear
                             God...!

             224   WITHIN                                                     224

                   WE CAN SEE the silent urging of Bones and Scotty.
                   Spock is oblivious. Amid the fire-blue arcs, he moves 
                   to the control panel. Between his hands and the con-
                   trols, power arcs insanely. Spock is in an inferno,
                   a radiation hell, fighting now with all his strength
                   to control it. Slowly, the damping rods move out.
                   Spock moves to a manual control, begins to turn it.

             225   CLOSE - SPOCK'S HANDS                                      225

                   on the manual control, slowly turning black.

             226   HIS FACE                                                   226

                   His face, using all the self discipline he is capable
                   of to control the pain, continuing to work --

             227   WITHOUT                                                    227

                   Bones and Scotty react in helpless horror.

             228   EXT. SPACE NEBULA                                          228

                   Enterprise still well within the nebula, Reliant a
                   figure still visible in b.g. She's crawling still.

             229   INT. ENTERPRISE BRIDGE                                     229

                   Reliant, now symbol of death, ON SCREEN.

                                           KIRK
                             Time!

                                           SAAVIK
                             Three minutes, thirty seconds.

                                           KIRK
                             Distance from Reliant...

                                           CHEKOV
                             Four hundred kilometers.

                   Kirk looks at David, but David shakes his head: No
                   way. Then:

                                           CADET
                             Sir! The mains are back on line -- !

                                           KIRK
                             Bless you, Scotty. Go, Saavik!

                   She increases power and --

             230   EXT. SPACE NEBULA - SERIES OF SHOTS                        230

                   A)   With a burst of warp speed, Enterprise accelerates
                        out of the lazy pace and whooshes PUT OF SCENE,
                        leaving Reliant behind.

                   B)   POV RELIANT

                        disappearing in the swirls of:

                   C)   POV MUTARA NEBULA

                        which clears the flame and --

                   D)   ENTERPRISE

                        roaring through space -- and:

                   E)   RELIANT

                        The WHINE increases to fever pitch, then: she goes!

                   F)   EXT. MUTARA NEBULA - MASTER EFFECT

                        As Reliant goes, so goes the nebula. The "Genesis
                        Effect" WE SAW in its earliest experiments, now 
                        seems familiar on a gigantic, cosmic scale.

                        The blinding flash at first, followed by the same
                        tumbling turbulence of the miniature test. It is
                        awesome.

             231   INT. ENTERPRISE BRIDGE                                     231

                   The bridge doors open and Carol appears. Instinctively
                   she draws near her son.

                   Finally, Kirk turns, sees Carol --

                                           KIRK
                             Reduce speed. My God, Carl. Look
                             at it.

                   ON SCREEN and INTERCUT -- GENESIS TUMBLES and starts
                   evolving. A moment in history.

                                           KIRK
                                     (continuing, on
                                      intercom)
                             Engine Room. Well done. Scotty?

                                           BONES' VOICE
                                     (after a beat)
                             Jim, you'd better get down here. Hurry.

                   The tone frightens Kirk.

                                           KIRK
                             Saavik, take the con.

                   He moves through the doors quickly, leaving the rest
                   staring at the new world evolving.

             232   INT. STAIRWAY TO ENGINE ROOM                               232

                   It is endless. Kirk runs forever, feet pounding down,
                   down, down --

             233   EXT. SPACE AND ON SCREEN                                   233

                   The clouds tumble and move, new things lie beyond --
       
             234   INT. STAIRS                                                234

                   Kirk races --

             235   INT. ENTERPRISE ENGINE ROOM                                235

                   Kirk emerges to encounter Scotty and Bones. Their
                   looks tell him. He sees the flashing light over the
                   Reactor Room. He dashes for the control panel. Bones
                   grabs him.

                                           SCOTTY
                             No, sir! You'll flood the whole
                             compartment...!

                                           KIRK
                             He'll die -- !

                                           BONES
                                     (also holds him)
                             He's dead already, Jim.

                   Kirk's eyes bulge.

                                           KIRK
                             Oh, God.

             236   ANGLE AT REACTOR ROOM GLASS DOOR                           236

                   With stunned understanding, Kirk stumbles to the door,
                   sees Spock on his knees, hands blackened, face cracked
                   with radiation lines and scars.

                   Spock shakes his head. With a feeble hand he reaches
                   the intercom button: filtered communication.

                                           KIRK
                             Spock!

                                           SPOCK
                             The ship -- out of danger?

                                           KIRK
                             Yes --

                   Spock is satisfied; he fights for breath --

                                           SPOCK
                             Don't grieve, Admiral -- it's
                             logical: the good of the many
                             outweighs --

                   He almost keels over. Kirk has tears streaming down
                   his face.

                                           KIRK
                             ... the good of the few...

                                           SPOCK
                             Or the one.

                   He props a hand on the glass to support himself. Kirk's
                   hand reflexively goes to match Spock's on the other side
                   of the glass --

                                           SPOCK
                                     (continuing)
                             I never took the Kobayashi Maru
                             test -- until now. What do you
                             think of my solution?

                                           KIRK
                             Spock...!

                                           SPOCK
                             I have been -- and always will be
                             -- your friend... Live. Long. And. 
                             Prosper.

                   Spock falls. Bones and Scotty react.

                                           KIRK
                             No...!

                                           SAAVIK'S VOICE
                                     (intercom)
                             Admiral, you've got to see this!
                             There's new life -- a whole new
                             world, a Genesis world -- !

                   But Kirk is past hearing or caring. He is huddled up
                   against the glass, destroyed. Bones looks on, helpless.

                   DISSOLVE TO:

             237   EXT. SPACE                                                 237

                   A spectacular look at Carol's planet being born!

             238   OMITTED                                                    238

             239   CAMERA PULLS BACK TO REVEAL                                239

                   the Ship's Company in full dress uniforms assembled for
                   ship's burial service. Over the PULLBACK, we HEAR:

                                           KIRK
                             In accordance with the traditions
                             of Starfleet and of Article 184
                             Starfleet Regulations, we are
                             assembled here today to pay final
                             respects to our honored dead.

                   Carol and David are PROMINENTLY FEATURED. David watching
                   Kirk attentively. So are Sulu, Uhura, Chekov, and Saavik.
                   Bones stands next to Kirk. Scotty carries his bagpipes.
                   Saavik wears her hair down.

                                           KIRK
                                     (continuing)
                             And yet, in the midst of our sorrow
                             it should be noted that this death
                             takes place in the shadow of new
                             life, the sunrise of a new world,
                             a world that our beloved comrade
                             gave his own life to protect and
                             nourish. He did not feel that
                             sacrifice a vain or empty one --
                             and we will not debate his profound
                             wisdom, in these proceedings. Of
                             my friend, I can only say this, that
                             of all the souls I have encountered 
                             in my travels, his was the most --
                                     (he falters)
                             -- human.

                   He tries to go on, but catches Bones' face: Bones is
                   streaming tears. Kirk can't go on.

                                           KIRK
                                     (continuing)
                             Lieutenant Saavik.

             240   OMITTED                                                    240

             241   ANGLE - THE GROUP                                          241

                   Saavik steps forward.

                                           SAAVIK
                             We commend the soul of our brother
                             departed. We love we commit his
                             body to the depths of space.

                                           SULU
                             Honors -- hup!

                   All Starfleet personnel salute. Scotty begins to PIPE,
                   an odd blare which mellows into Amazing Grace. Kirk
                   nods a signal.

             242   THE CAPSULE                                                242

                   A gleaming black projectile is carried by pallbearers
                   into the launching chamber, which locks behind it. At
                   a hand signal from a TORPEDOMAN, the projectile is fired.
                   NOISE.

             243   EXT. SPACE                                                 243

                   Spock's remains seen on their way to the new world. 
                   The capsule grows too small to SEE. The bagpipes STOP.

             244   INT. TORPEDO ROOM                                          244

                                           SULU
                             Return -- hup!

                   The salute drop.

                                           KIRK
                             Lieutenant.

                   She steps to him and they exchange salutes --

                                           KIRK
                                     (continuing; very 
                                      quietly)
                             After you dismiss the company, you
                             will take the watch. Set course 
                             for Ceti Alpha V and we'll pick up 
                             survivors.

                                           SAAVIK
                             Aye, sir.

                                           KIRK
                             I'll be in my quarters if needed,
                             but I would prefer...

                                           SAAVIK
                             Understood, sir.

                                           KIRK
                                     (aloud)
                             Dismiss the company.

                   They salute. She about-faces as Kirk walks towards
                   the  Turbo Lift. Saavik issues dismissal and posting 
                   orders, but WE TRUCK with Kirk until CAMERA STOPS and
                   he leaves FRAME and WE HOLD on David. He finally
                   understands.

             245   INT. KIRK'S QUARTERS                                       245

                   After a long moment, the CAMERA DISCOVERS Kirk. He
                   pours a drink, then decides not to have it.

                   He sits wearily, not knowing how to shake the ghosts.
                   Then he sees the book.

                   Kirk picks up the battered volume, the gift from his
                   friend, and closes his eyes a moment. Almost idly
                   he starts turning pages, looking for a clue. But he
                   can't see the writing -- he rummages through his
                   pockets and pulls out the half-glasses --

                   One of the lenses is broken. It has a deep impact on
                   Kirk. He puts down the book and glasses and covers
                   his eyes.

                   A SOFT BONG. Kirk clears his throat.

                                           KIRK
                             Yes... come.

                   The door whooshes open and closes to admit David. The
                   last person Kirk expected to see.

                                           DAVID
                             I don't mean to intrude.

                                           KIRK
                             Uh, no...
                                     (rises)
                             I should be on the bridge.

                                           DAVID
                             Are you running away from me?

                   David's strength is turning a corner with Kirk --

                                           KIRK
                             I suppose I was.
                                     (pause)
                             I poured a drink. Would you like
                             it?

                                           DAVID
                             No. I -- I guess I'm not what you
                             expected.

                                           KIRK
                                     (rueful)
                             I didn't expect anything.

                                           DAVID
                             That makes two of us.
                                     (he studies his
                                      father)
                             Lieutenant Saavik was right: you
                             never have faced death --

                                           KIRK
                                     (hoarse)
                             Not like this -- no. I haven't faced
                             death, I cheated death. I tricked
                             my way out of death and patted myself
                             on the back for my ingenuity. I
                             know nothing.

                                           DAVID
                             You knew enough to tell Saavik that
                             how we face death is at least as
                             important as how we face life --

                                           KIRK
                             It was just words.

                                           DAVID
                             But good words. That's where ideas
                             begin. Maybe you should listen to
                             them.

                                           KIRK
                             I'm trying, David.

                                           DAVID
                             So am I. My friends were killed,
                             too.

                                           KIRK
                             I am truly sorry.

                   Pause. They study each other.

                                           DAVID
                             I was wrong about you. And I'm
                             sorry.

                                           KIRK
                             Is that what you came here to say?

                                           DAVID
                             Mainly.
                                     (he starts out,
                                      then turns -- )
                             And also that I'm proud -- very
                             proud -- to be your son.

                   A stunned moment, then Kirk lets it all hang out: for
                   David, for Carol and for Spock. He hugs his son, hold-
                   ing onto him as if to life itself.

             246   EXT. SPACE                                                 246

                   The Enterprise passes the new planet in all its beauty.

             247   INT. ENTERPRISE BRIDGE                                     247

                   The door whooshes. Kirk strides on the bridge, David
                   with him. Carol is there with Bones; they are glad at
                   what they see.

                                           SAAVIK
                             Admiral on the bridge!

                                           KIRK
                             As you were, Mr. Saavik.

                                           SAAVIK
                             Aye, sir. On course to Ceti Alpha.
                             All is well.

                                           KIRK
                             Good, I believe you already know
                             my, uh, son --

                   Saavik comes close to blushing --

                                           KIRK
                                     (continuing)
                             Yes, well, why don't you show him
                             around and...

                                           SAAVIK
                             Aye, sir --

                   She takes him off, deadpan amusement --

                                           SAAVIK
                                     (continuing)
                             So you turn out to be the dumb
                             bastard.

                   They stare at her.

                                           SAAVIK
                                     (continuing)
                             That is a little joke.

                   Kirk has a smile. He joins Bones and Carol facing the
                   screen.

                                           BONES
                             She's changed her hair again.
                                     (pause)
                             Will you look at that? Think
                             they'll name it for you, Doctor?

                                           CAROL
                             Not if I can help it. We'll name
                             it for our friend.

                                           KIRK
                                     (quietly)
                             It is a far far better thing I do
                             than I have ever done before... a
                             far better resting place I go to
                             than I have ever known...

                                           CAROL
                                     (soft)
                             Is that a poem?

                                           KIRK
                             Something Spock was trying to
                             tell me. On my birthday.

                   He shakes his head, remembering --

                                           BONES
                             You okay, Jim? How do you feel?

                                           KIRK
                                     (considers; smiles)
                             Young. I feel young, Doctor.

                   He turns to Saavik and David --

                                           KIRK
                                     (continuing)
                             Lieutenant, new course: 'Second
                             star to the right and straight on
                             till morning.'

                   The bridge crackles with lights and CHATTER as we...

                                                                          CUT TO:

            247A   THE VIEWSCREEN                                            247A

                   AND GO THROUGH TO:

             248   EXT. SPACE FINALE (BOARDED)                                248

                                           SPOCK'S VOICE
                             Space, the final frontier... These
                             are the continuing voyages of the
                             Starship Enterprise... Her ongoing
                             mission: to explore strange new
                             worlds... to seek out new life and
                             new civilizations... To boldly go
                             where no man has gone before...

                   She is moving out now, passing CAMERA and heading
                   toward the distant stars. She is beautiful and they
                   are beautiful. And as she slowly disappears from
                   VIEW...

                   MUSIC RISES. CREDITS ROLL.

                                           THE END

Star Trek II: The Wrath of Khan



Writers :   Jack B Sowards  Harve Bennett
Genres :   Action  Adventure  Sci-Fi


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