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                               STAR WARS: THE FORCE AWAKENS

                         

                         

                                       Written by

                         
                      Lawrence Kasdan, J.J. Abrams & Michael Arndt

                      

                         
                       Based on characters created by George Lucas
                         

                
         

                         
          A long time ago in a galaxy far, far away...

                         

                         

                                        STAR WARS
 
                                       EPISODE VII

                                    THE FORCE AWAKENS



           Luke Skywalker has vanished. In his absence,
           the sinister FIRST ORDER has risen from the
           ashes of the Empire and will not rest until
           Skywalker, the last Jedi, has been destroyed.
           With the support of the REPUBLIC, General
           Leia Organa leads a brave RESISTANCE. She is
           desperate to find her brother Luke and gain
           his help in restoring peace and justice to
           the galaxy.

           Leia has sent her most daring pilot on a secret
           mission to Jakku, where an old ally has
           discovered a clue to Luke's whereabouts....


          PAN across the star field to a bright moon. A RUMBLING is
          FELT. A VAST STAR DESTROYER -- unlike any we have seen --
          HURTLES PAST US, of seemingly endless length, eclipsing the
          moon. After a long beat, FOUR TRANSPORT SHIPS fly from a
          hangar. We HOLD ON THEM NOW, as they fly off toward a distant
          planet. Jakku. MUSIC BUILDS AND WE...

          CUT TO BLACK.

          A GROWING ROAR of MEAN ENGINES -- gnarled RADIO CALLS, the
          SHUDDERING of a ship's hull. Then FLASHES OF LIGHT: for an
          instant we see a STORMTROOPER -- then BLACKNESS. Then ANOTHER
          STORMTROOPER, then it's gone.

          The FLICKERING CONTINUES until the LIGHTS ARE CONSTANT. We

                         ARE IN:

          INT. TROOP TRANSPORT VEHICLE - NIGHT

          TWENTY STORMTROOPERS. Holding on at attention, moving to
          the ship's rhythm, in the tense moments before a raid. A
          FILTERED COMMAND and they LOCK AND LOAD their heavy blaster
          rifles. The BRUTAL NOISE is replaced by SUDDEN, SHOCKING

                         QUIET:

          EXT. JAKKU VILLAGE - NIGHT

          WIDE SHOT of a small, peaceful village. Distant sounds of
          native animals. A single wind chime.
          Suddenly a DROID RISES INTO FRAME, CLOSE: ROUND and SKITTERY,
          orange and white, this is BB-8.
          Focuses on something past camera. He BEEPS -- FAST, MORSE
          CODE-LIKE SOUNDS, clearly worried. Moves EVEN CLOSER TO
          CAMERA -- is MORE worried -- BEEPS more -- then TURNS AND

          ROLLS OFF FAST --

          INT. LARGE HUT - NIGHT

          CLOSE ON A HAND: a small LEATHER SACK is placed in the palm.
          The hand closes. Another OLDER HAND covers it.
          In a primitive HUT, an old explorer, LOR SAN TEKKA, (rugged,
          kind) has handed the mysterious sack to POE DAMERON (32, in
          a pilot's jacket). Poe has charisma, a natural spark:

           LOR SAN TEKKA
           This will begin to make things right.
           I've traveled too far, and seen too
           much, to ignore the despair in the
           galaxy. Without the Jedi, there can
           be no balance in the Force.

                          POE
           Well, because of you now we have a
           chance. The General's been after
           this for a long time.

           LOR SAN TEKKA
           "The General." To me, she's royalty.
           Well, she certainly is that.

                          POE
          BB-8 ENTERS FRANTIC, BEEPS. Concerned, Poe turns to Lor San
          Tekka.

                          POE (CONT'D)
           We've got company.

          EXT. LARGE HUT - NIGHT

          The men exit fast. Poe moves TO CAMERA, raises QUADNOCULARS.
          POE'S POV: LIGHTS on the horizon -- approaching ENEMY SHIPS.
          POE lowers the quadnocs -- PUSH IN ON HIS UNNERVED EYES. A

          GROWING, FRIGHTENING THUNDER.

                          POE
           You have to hide.

           LOR SAN TEKKA
           You have to leave. Go!
          Poe turns to him. Conflicted. Finally nods, hurries off.
          BB-8 follows.

          EXT. JAKKU VILLAGE - NIGHT

          TRACK FAST with Poe as he and BB-8 hurry through the village,
          various ARMED VILLAGERS taking position, prepared to defend.

          EXT. JAKKU VILLAGE - NIGHT

          A ROAR of WIND and DUST: the TRANSPORTS LAND. Stormtroopers
          come out FIRING BLASTERS -- the VILLAGERS FIRE BACK -- many
          are HIT!

          EXT. RISE ADJACENT TO VILLAGE - NIGHT

          Poe runs to an X-WING fighter, parked at a distance from the
          village, hidden behind a ROCK OUTCROPPING.

                          POE
           Come on, BB-8! Hurry!
          Poe sends BB-8 into the droid socket / co-pilot seat -- he
          moves to the cockpit -- the CONTROLS COME TO LIFE. As the
          CANOPY CLOSES, Poe shoots a quick look back: the ENEMY ARRIVES

          IN THE DISTANCE.
          Poe urgently works the controls -- BB-8 BEEPS.
          The X-WING LANDING LIGHTS COME ON, ENGINES WHINE TO LIFE!
          But just then:
          Poe's ship is suddenly HIT BY BLASTERFIRE! Poe turns to
          look: two STORMTROOPERS CHARGE HIS WAY, FIRING!

                          POE (CONT'D)
           I see 'em!
          BB-8 BEEPS nervously as Poe GRABS HIS CONTROLS and FIRES AT
          THEM, using the X-wing's drop-down antipersonnel blaster!
          The two Troopers are BLOWN AWAY in the large BLAST HITS!
          Poe tries to start the ship now, but the ENGINES SPUTTER.
          Concerned, he opens his canopy, jumps down, moves to the
          back of his ship: BAD DAMAGE ON THE REAR ENGINE PANEL.
          They're in trouble.

          EXT. JAKKU VILLAGE - NIGHT

          Lor San Tekka moves sadly through the village as STORMTROOPERS
          wielding FLAME THROWERS destroy structures. Surrendering
          Villagers are ROUNDED UP. Penned ANIMALS panic.

          EXT. RISE ADJACENT TO THE VILLAGE - NIGHT

          Back at the X-wing, Poe kneels beneath his ship, pulls from
          the leather sack a SMALL, OLD ARTIFACT which he inserts into
          BB-8 -- the droid's MULTI-READER ENVELOPS it.

                          POE
           You take this. It's safer with you
           than it is with me. You get as far
           away from here as you can. Do you
           hear me?
           (BB-8 BEEPS, hesitates)
           I'll come back for you! It will be
           alright.

                         

                         
          BB-8 watches Poe run off. BEEP-WHINES nervously, then turns
          and heads off. Turns back once to look at Poe, then ROLLS
          AWAY. Poe uses his blaster rifle to fire at incoming troopers
          from cover.

          EXT. JAKKU VILLAGE - NIGHT

          The Troopers and villagers in battle -- as one Trooper is
          HIT and goes down. Another -- OUR TROOPER -- KNEELS to help.
          The hit trooper raises a torn, bloody glove -- his HUMAN
          HAND visible -- and MARKS OUR STORMTROOPER'S MASK WITH BLOOD
          just before he dies. Our Trooper, stands -- overwhelmed by
          the battle.

          AN IMPOSING SHUTTLE CRAFT -- VERTICAL WINGSPAN 90 FEET TALL --

          LANDS NEAR THE TRANSPORT VEHICLES.
          The shuttle craft door OPENS -- through the wind and smoke,
          KYLO REN exits the ship: a TALL, DARK FIGURE, he strides
          through the chaos toward San Tekka.
          A senior Trooper moves to our blood-marked Trooper, and orders

                         HIM:

                          SENIOR TROOPER
           Stay here.
          Our Trooper nods.
          Kylo Ren stops before the outraged Lor San Tekka, dwarfing
          him. Only now does it become apparent that Kylo Ren wears a
          DARK MASK, marked by battle. Inset metal lines reflect FIRE.

                          KYLO REN
           Look how old you've become.

           LOR SAN TEKKA
           Something far worse has happened to
           you.
          Our blood-marked TROOPER is placed in line with other
          stormtroopers.

                          KYLO REN
           You know what I've come for.

                         

                         

                          (CONTINUED)

          CONTINUED: LOR SAN TEKKA
           I know where you come from. Before
           you called yourself Kylo Ren.

                          KYLO REN
           The map to Skywalker. We know you've
           found it, and now you're going to
           give it to the First Order.
          Adjacent to the village, Poe enters frame -- sees the Ren/San
          Tekka exchange continue.

           LOR SAN TEKKA
           The First Order rose from the dark
           side... you did not.

                          KYLO REN
           I'll show you the dark side.

           LOR SAN TEKKA
           You may try, but you cannot deny the
           truth that is your family.
          Suddenly Kylo Ren raises his LIGHTSABER -- IGNITES IT --

          PERPENDICULAR SMALLER BLADES AT THE HILT, A UNIQUE BUZZ --

          YELLOW/RED ENERGY, SPITTING SPARKS AND SMOKE --

                          KYLO REN
           You're so right.
          And as he RIPS IT DOWN ACROSS SAN TEKKA!
          Poe, RUNNING, SEES THIS AND YELLS, AIMS HIS BLASTER AND FIRES
          AT KYLO REN! Instantly:
          Kylo Ren RAISES HIS HAND -- POE'S BLAST FREEZES -- THE BOLT

          OF ENERGY STRAINING AND VIBRATING IN MID AIR!
          Kylo Ren sees Poe, who suddenly CANNOT MOVE, but strains to.
          He is grabbed by Stormtroopers who drag him past the
          VIBRATING, FROZEN BLAST, to Kylo Ren.
          A Stormtrooper begins a brutal PAT DOWN. Kylo Ren moves
          closer. Poe just glares. The Stormtrooper KICKS OUT Poe's
          legs -- he lands hard on his knees.
          Kylo Ren kneels to look at Poe.

                          POE
           So who talks first? You talk first?

                          KYLO REN
           The old man gave it to you.

                          POE

                          (INDICATES KYLO'S

                          MASK)
           It's just very hard to understand
           you with all the...

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          KYLO REN

                          (TO TROOPERS)
           Search him.

                          POE
           ... Apparatus.
          The Troopers roughly pull Poe away. A Stormtrooper begins a
          brutal PAT DOWN. Kylo Ren moves closer.
          Poe just glares as the pat down ends.

                          STORMTROOPER #1
           Nothing, sir.

                          KYLO REN
           Put him on board.
          Kylo Ren regards the Stormtroopers with the rounded up
          Villagers, then turns to the CHROME-SKINNED, FEMALE BLACK-

          CAPED HEAD STORMTROOPER, CAPTAIN PHASMA.

                          CAPTAIN PHASMA
           Sir, the villagers.

                          KYLO REN
           Kill them all.
          Phasma nods, steps forward:

                          CAPTAIN PHASMA
           On my command!
          The Troopers, including OURS, aim at the Villagers.

           CAPTAIN PHASMA (CONT'D)
           Fire!
          Poe is roughly PULLED into a transport ship, the ramp LIFTS.
          All around our Trooper BLASTERFIRE ERUPTS -- but we're WIDE
          ENOUGH to see he ISN'T FIRING. PUSH IN until the FIRING
          STOPS. All the Stormtroopers SPREAD OUT TO SEARCH -- except
          ours.
          Kylo Ren heads back toward his ship. But then he STOPS.
          Feels something. TURNS AND LOOKS AT OUR STORMTROOPER for a
          LONG MOMENT. Our Trooper can barely meet his gaze; knows
          he's doomed.
          Kylo Ren then heads off -- passes the FROZEN BLAST, which,
          after a beat, GOES FREE AND SLAMS INTO A NEARBY STRUCTURE,
          scaring the hell out of our Stormtrooper.

          EXT. EDGE OF JAKKU VILLAGE - NIGHT

          A Stormtrooper climbs down from the cockpit of Poe's X-wing,

                         BACKS AWAY:

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          STORMTROOPER #2
           Nothing here. Go ahead!
          Three other Stormtroopers FIRE LASER CANNONS at the X-wing --
          destroying the ship in a LARGE EXPLOSION.

          EXT. OUTSKIRTS OF JAKKU VILLAGE - NIGHT

          BB-8 rolls across the sand, looks back: the X-wing FIREBALL.
          BB-8, afraid, continues on his own in a mysterious, dark
          desert. We see a FORM -- an animal, its RED EYES LIFTING
          from the sand, watching the rolling droid, who just keeps
          going.
          In a WIDE SHOT, we HEAR HIM BEEPING to himself, lonely and
          frightened.

          EXT. SPACE - NIGHT

          With the SANDY PLANET OF JAKKU as backdrop, Troop Transports
          and Kylo Ren's Shuttle approach a massive STAR DESTROYER.

          INT. STAR DESTROYER HANGAR - NIGHT

          Poe, shackled, is ushered from the transport through the
          hangar. He is awed by the imposing space.

                          POE
           All right. All right!
          Our Stormtrooper passes, moves fast:

          INT. TROOP TRANSPORT VEHICLE - NIGHT

          Our Stormtrooper enters the dark, vehicle. He removes his
          helmet. His head comes up and we PUSH IN ON HIS FACE FOR
          THE FIRST TIME. This is FN-2187. He is 23, likable. But
          in this moment, terrified, desperate.
          After a beat, behind him, CAPTAIN PHASMA enters. FN-2187
          knows he's in trouble.

                          CAPTAIN PHASMA
           FN-2187. Submit your blaster for
           inspection.

                          FN-2187
           Yes, Captain.

                          CAPTAIN PHASMA
           And who gave you permission to remove
           that helmet?

                          FN-2187
           I'm sorry, Captain.

                          CAPTAIN PHASMA
           Report to my division at once.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Phasma heads off. Shattered, FN-2187 replaces his helmet.

                          CUT TO:

          INT. JUNKED VESSEL CORRIDOR - DAY

          A metal sheet is pulled open to reveal the wrapped up face
          of A SCAVENGER, perhaps alien, in GOGGLES, FACE MASK and
          GLOVES. Backpack with a STAFF strapped to it. Uses TOOLS
          to remove various MECHANISMS from inside the wall. We are
          in an upside-down, canted CORRIDOR. The Scavenger finds a
          valuable piece, drops it in a SATCHEL.
          Swings the bag back and begins CLIMBING DOWN on a cable,
          between treacherous WALLS OF MACHINERY, headed to:

          INT. JUNKED VESSEL - LARGER SPACE - LATER

          Alone and tiny in this massive, sideways wreck, the Scavenger
          descends, climbing down a two-hundred foot-long cable. LANDS
          HARD onto rusty metal.

          INT. JUNKED VESSEL - ENGINES - DAY

          The Scavenger carries the satchel and another large, found
          piece, over enormous pipes in the vast space, heads through
          the dust toward a distant SLIT OF SUNLIGHT.

          EXT. JUNKED VESSEL ENGINE - DAY

          The Scavenger arrives from the darkness and pulls off goggles
          and gear, revealing the grimy face of a beautiful, young
          WOMAN. This is REY, 19.
          She opens her canteen, shakes out the two final drops into
          her mouth. HITS THE SIDE of the canteen again and again for
          whatever she can get. CUT WIDE:
          Rey is rendered minuscule, standing at the bottom of an EPIC

          ENGINE OF A DECAYING, CRASHED STAR DESTROYER -- DISTANT SOUND
          of her canteen-hitting. She sets her things on a piece of
          sheet metal and sits next to it, sliding down the sand dune.
          She RIDES DOWN THE MOUNTAIN OF SAND. WE HOLD FOR A LONG
          TIME, looking down, as she recedes from us, toward the distant
          SALT FLATS below. Random SCATTERED DEBRIS. Her SPEEDER,
          tiny from here.
          Rey moves to her junker SPEEDER, jumps on, fires the sputtery
          engine and DRIVES OFF.

          EXT. DESERT - SPACESHIP GRAVEYARD - DAY

          Rey races along the desert floor: a GRAVEYARD OF CRASHED

          SPACESHIPS.

          EXT. NIIMA OUTPOST - DAY

          Rey's speeder PASSES us, heading for a dusty, desert town.
          Refueling, small trade, scavengers.

                         

                          (CONTINUED)

                         CONTINUED:
          CRASH! Rey's sack carrying her heavy FOUND OBJECTS hits the
          sand. Working like a tough seaman, Rey hauls the sack from
          her speeder toward the town.

          EXT. NIIMA OUTPOST - CLEANING TABLE - DAY

          TIGHT ON REY'S HANDS as she SCRUBS CLEAN her day's salvage.
          Rey glances up: she looks at an old woman, also cleaning
          some salvage.
          Rey watches her, gets lost in the simple moment. A small,
          passing alien UNDERLING barks something to her in another
          language. She returns to work.

          INT. NIIMA TRADING STRUCTURE - DAY

          Rey looks up to a SERVICE WINDOW: two feet above her, behind
          a protective screen, is her boss, UNKAR PLUTT (50, blobfish,
          unclean). He examines her pieces. Then he offers:

                          UNKAR
           What you've brought me today is
           worth... Hmmm... One quarter
           portion.
          Though disappointed, Rey barely shows it. She nods thanks.
          Unkar pushes through his transfer drawer a SEALED PACKET:
          DRIED GREEN MEAT in one section, BEIGE POWDER in another.
          She takes it.
          She swallows her resentment and heads off.

          EXT. NIIMA OUTPOST - DAY

          The IMMENSE SETTING SUN against the FLAT TERRAIN. Rey's
          SPEEDER races, almost insignificant, across frame.

          INT. REY'S DWELLING - DAY

          She SCRATCHES MARKS into the rusty wall. Another MARK;
          another DAY. And there are THOUSANDS of marks.
          A SIZZLING SOUND over: A DRIED DESERT FLOWER in a rusty ENGINE
          PIECE. A rough, stuffed HANDMADE DOLL, made from what looks
          like orange Rebellion flight suit material and twine.
          Rey's lonely, ramshackle dwelling. Everything reclaimed.
          She cooks for one. Does everything for one. She opens the
          POWDER, moves to the makeshift WOK, where the GREEN MEAT
          SIZZLES. Pours the powder into milky WATER in a tin. Stirs
          it. It GROWS INTO A LOAF as she puts the meat on an old
          plate. Grabs the loaf.

          EXT. REY'S DWELLING - DUSK

          Rey sits, eats like a starving child. Every last drop.
          Licks the metal plate. Looks out at the horizon. A single
          silent ship heads off, a shimmering, thin contrail. She
          wipes her mouth. Picks up an old, broken REBELLION HELMET.

                         

                          (CONTINUED)
          CONTINUED: just 'cause.
          Puts it on,
          WIDE SHOT of Rey sitting, alone and isolated, on the leg of
          an ANCIENT, FALLEN AT-AT in which she lives.
          Then, a distant ELECTRONIC SQUEAL -- instantly she's up,
          helmet too big, she rips it off. Hears ANOTHER BEEPING
          SQUEAL. She hurries to her QUARTERSTAFF and runs off.
          Rey climbs a dune. RISE WITH HER, revealing BB-8, caught in
          a NET but fighting back, being held by a TEEDO (a small,
          brutish desert tyrant), who rides a LUGGABEAST. The teedo
          YELLS at BB-8, who BEEPS madly, struggling to free himself.
          Rey watches this injustice for a beat, finally YELLING OUT:

                          REY
           Tal'ama parqual!
          The Teedo and BB-8 STOP, GO SILENT, turn to her.

                          REY (CONT'D)
           Parqual zatana!
          A half beat and the Teedo YELLS SOMETHING BACK, threatening.
          BB-8's head swivels to him, then back to Rey, like watching
          a tennis match.
          Rey angrily moves to them, pulling a knife from her pouch.
          Rey starts CUTTING BB-8 out of the netting. The Teedo freaks
          out, YELLING. Rey suddenly stands, turns to the Teedo and
          says, fiercely:

                          REY (CONT'D)

           NOMA.
          The Teedo barks a sort of "AHHHHH!" (As if to say, "GO TO
          HELL!"), Then heads off on his beast. This prompts BB-8 to
          start BEEP-YELLING at the departing bully, provocatively.

                          REY (CONT'D)
           Shhhh.
          BB-8 quiets instantly. The two watch the Teedo head off.
          Finally, BB-8 BEEPS a question. She KNEELS to him.

                          REY (CONT'D)
           That's just Teedo. Wants you for
           parts. He has no respect for anyone.
           Your antenna's bent.
           (considers BB-8 for
           the first time,

                          STRAIGHTENS THE

                          ANTENNA)
           Where do you come from?

                          (BB-8 BEEPS)
           Classified. Really? Me too. Big
           secret.
           (points to horizon)
           Niima Outpost is that way, stay off
           Kelvin Ridge.

                          (MORE)

                         

                          (CONTINUED)

                         CONTINUED:

                          REY (CONT'D)
           Keep away from the Sinking Fields in
           the north, you'll drown in the sand.
           (stands, heads off)

                         
          BB-8 starts after her, BEEPS. She turns sharply, he stops.

                         

                         

                          REY (CONT'D)
           Don't follow me. Town is that way.
           (he BEEPS again)
           No!
          She heads off again. Finally he BEEPS to her -- something
          SWEET this time. That he is alone, scared, has no one else.
          This makes her stop. She turns and looks at him. Not liking
          him. But a gesture of her head says, reluctantly, "Come
          on." BB-8 quickly moves to her. They head off together.

                          REY (CONT'D)
           In the morning, you go.

                          (HE BEEPS)
           You're welcome.
          The two disappear behind a dune.

          EXT. STAR DESTROYER - DAY

          Three TIE fighters head to the massive ship high above Jakku.

          INT. STAR DESTROYER HOLDING CELL - DAY

          POE, shackled to a chair, BEATEN, wakes up.

                          KYLO REN
           I had no idea we had the best pilot
           in the Resistance on board.
           Comfortable?
          Through battered lips:

                          POE
           Not really.

                          KYLO REN
           I'm impressed. No one has been able
           to get out of you what you did with
           the map.

                          POE
           Might wanna rethink your technique.
          Kylo Ren says nothing, reaches out to him. Poe flinches in
          the chair as Kylo Ren reaches for his face, not touching
          him. Poe is soon in agony, remains in horrible silence --

                          KYLO REN
           Where is it?

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          POE
           The Resistance will not be intimidated
           by you.

                          KYLO REN
           Where... is it?
          Poe can't take it -- he BEGINS TO SCREAM and we CUT TO:

          INT. STAR DESTROYER CORRIDOR - DAY

          WHOOOSH! The cell door SLIDES UP. Kylo Ren exits, fierce,
          confronts GENERAL HUX (34, scary) who awaits him:

                          KYLO REN
           It's in a droid. A BB unit.

                          GENERAL HUX
           Well then. If it's on Jakku, we'll
           soon have it.

                          KYLO REN
           I leave that to you.

          EXT. NIIMA OUTPOST - DAY

          BB-8 is dropped to the sand.

                          REY
           Don't give up. He still might show
           up. Whoever it is you're waiting
           for. Classified. I know all about
           waiting.
          BB-8 BEEPTALKS a question.

                          REY (CONT'D)
           For my family. They'll be back.
           One day. Come on.
          She tries to force a smile, but can't, really. She heads
          off. BB-8 BEEPS... then heads after her.

          INT. NIIMA TRADING STRUCTURE - DAY

          Rey stands with BB-8 in front of Unkar Plutt, at his window.
          He reviews her goods. He glances quickly at BB-8.

                          UNKAR
           These five pieces are worth... Let
           me see here... One half portion.

                          REY

                          (OBJECTS)
           Last week they were a half portion
           each.
          She hates him. He leans forward.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          UNKAR
           What about the droid?

                          REY
           What about him?

                          UNKAR
           I'll pay for him.
          BB-8 doesn't like this at all. Rey is awkward, but curious.

                          UNKAR (CONT'D)
           Sixty portions.
          CLOSE ON HER. Stunned. Literally hungry for this amount of
          food, her stomach practically rumbles.
          BB-8 sees her interest and BEEPS furiously, not liking this
          conversation at all.
          She looks at Unkar. Looks down at BB-8. Considers it all.
          Finally, she hears herself say:

                          REY
           Actually... the droid's not for sale.

                          (TO BB-8)
           Come on.
          Unkar furious. Rey, then BB-8, head out. Recovering, Unkar
          watches her go with dark eyes. He picks up a communicator:

                          UNKAR
           Follow the girl and get that droid.
          He SLAMS the service window door SHUT.

          INT. STAR DESTROYER HOLDING CELL - DAY

          The cell door WHOOSHES OPEN -- a STORMTROOPER enters. Poe
          remains shackled, worse for wear. A TROOPER GUARD here.

                          STORMTROOPER
           Ren wants the prisoner.
          TIGHT ON POE, in pain, drained, as the Guard unshackles him.

          INT. STAR DESTROYER CORRIDOR - DAY

          An exhausted, handcuffed Poe is walked down the corridor by
          the Stormtrooper, who holds a blaster at Poe's body.

                          STORMTROOPER
           Turn here.
          Poe turns into a narrow passageway --

          INT. STAR DESTROYER NARROW PASSAGEWAY - DAY

          Heading down the narrow hall the Stormtrooper stops Poe.

                         

                          (CONTINUED)

                         CONTINUED:

                          STORMTROOPER
           Listen carefully: you do exactly as
           I say, I can get you out of here.

                          POE

                          (COMING TO)
           If -- what--?
          The Stormtrooper pulls off his helmet: IT IS FN-2187.

                          FN-2187
           This is a rescue, I'm helping you
           escape. Can you fly a TIE fighter?

                          POE
           You with the Resistance--?!

                          FN-2187
           What?

                          (THAT'S CRAZY)
           No no no! I'm breaking you out.
           Can you fly a TIE fighter?

                          POE
           I can fly anything. Why, why are
           you helping me?

                          FN-2187
           Because it's the right thing to do.

                          POE
           (it hits him)
           You need a pilot.

                          FN-2187
           I need a pilot.
          And Poe, seeing this is for real, smiles a hero's smile.

                          POE
           We're gonna do this.

                          FN-2187
           (unsure but hopeful)
           ... Yeah?

          INT. STAR DESTROYER HANGAR - DAY

          WIDE SHOT ESTABLISHING the hangar. Find FN-2187, again
          masked, walking with Poe. By all appearances he's escorting
          a prisoner. A group of OFFICERS passes in the opposite
          direction.

                          FN-2187
           Okay, stay calm, stay calm.

                          POE
           I am calm.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FN-2187
           I'm talking to myself.

                          (BEAT)
           Not yet. Okay, go. This way.
          FN-2187 walks quickly toward the far wall -- Poe follows --
          up the stairs to a two-man SPECIAL FORCES TIE FIGHTER --

          INT. TIE FIGHTER - DAY

          FN-2187 and Poe (wincing, sore) drop into the back-to-back
          cockpit. FN-2187 pulls off his helmet as Poe removes his
          cuffs and jacket, fires up the ship with excitement.

                          POE
           I always wanted to fly one of these
           things. Can ya shoot?

                          FN-2187
           Blasters, I can!

                          POE
           Okay, same principal! Use the toggle
           on the left to switch between
           missiles, cannons, and mag pulse --
           use the site on the right to aim,
           triggers to fire!

                          FN-2187
           This is very complicated
          FWOOOOOOM! The TIE FIGHTER LURCHES FORWARD --

                          POE
           I can fix this.

          INT. HANGAR SIX CONTROL ROOM - DAY

          WIDE: see the ship STRUGGLE TO RISE, CABLES connected to it --
          PULL BACK FAST to REVEAL we're inside the main control room.

           STAR DESTROYER TECHNICIAN
           We have an unsanctioned departure
           from bay two.
          WHIP TO a FIRST ORDER COLONEL, who responds:

           FIRST ORDER COLONEL
           Alert General Hux and stop that
           fighter.

          INT. STAR DESTROYER HANGAR - DAY

          The TIE Fighter LIFTS OFF from the bay, rips CHARGING cables!
          Stormtroopers UNPACK and aim MEGABLASTERS.

          INT. TIE FIGHTER - DAY

          FN-2187 opens fire.

          INT. STAR DESTROYER HANGAR - DAY

          FN-2187 TEARS UP PARKED TIE FIGHTERS and GUN EMPLACEMENTS
          WITH WELL-AIMED, STRATEGIC LASER BLASTS! Hits the CONTROL

          ROOM!

          INT. HANGAR SIX CONTROL ROOM - DAY


          THE WINDOWS ARE BLOWN IN BY LASER BLASTS!

          INT. TIE FIGHTER COCKPIT - DAY


                          POE
           I got it!

          EXT. STAR DESTROYER - DAY

          The TIE Fighter blasts from the ship --

          INT. TIE FIGHTER - DAY

          Poe pilots -- amazed, almost enjoying it.

                          POE
           Woooahhh! This thing really moves.
           All right, we gotta take out as many
           cannons as we can or we're not gonna
           get very far!

                          FN-2187
           All right!

                          POE
           I'm gonna get us in position, just
           stay sharp!

          EXT. STAR DESTROYER - DAY

          The TIE Fighter ARCS BACK, DIVES THROUGH THE OPENING BETWEEN
          THE LEVELS OF THE MASSIVE SHIP, then FLIES DOWN AND BACK,
          along the ship's belly --

          INT. TIE FIGHTER - DAY

          Poe flies toward the CANONS --

                          POE
           Up ahead! Up ahead! You see it?
           I've got us dead centered. It's a
           clean shot.

                          FN-2187
           Okay, got it.
          FN-2187 gets a target, FIRES!

          EXT. STAR DESTROYER - DAY

          LASERS BLAST from the TIE Fighter -- A SERIES OF CANNONS
          EXPLODE! Our TIE Fighter SLICES THROUGH the debris!

          INT. TIE FIGHTER - DAY

          FN-2187 YELLS in celebration:

                          FN-2187
           YES! You see that?! DID YOU SEE

           THAT?

                          POE
           I saw it! Hey, what's your name?

                          FN-2187

           FN-2187!
          Poe reacts, this tells him volumes about FN-2187's history.

                          POE
           FN-whaa?

                          FN-2187
           That's the only name they ever gave
           me!

                          POE
           Well I ain't using it! FN, huh?
           Finn. I'm gonna call you Finn!
           That all right?
          Even in the madness, Finn can't suppress his smile.

                          FINN
           "Finn." Yeah, "Finn", I like that!
           I like that!

                          POE
           I'm Poe. Poe Dameron.

                          FINN
           Good to meet you, Poe!

                          POE
           Good to meet you too, Finn!

          INT. STAR DESTROYER MAIN BRIDGE - DAY

          General Hux looks over the shoulder of LIEUTENANT MITAKA, at
          a console.

                          LIEUTENANT MITAKA
           Sir, they've taken out our turbolasers--

                          GENERAL HUX
           Use the ventral cannons.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          LIEUTENANT MITAKA
           Yes, sir. Bringing them online --

           KYLO REN (O.S.)
           General Hux. Is it the Resistance
           pilot?
          Hux turns: Kylo Ren enters fast, looms large, angry.

                          GENERAL HUX
           Yes, and he had help.

                          (VEXED)
           From one of our own.
          PUSH IN ON REN as Hux says:

           GENERAL HUX (CONT'D)
           We're checking the registers now to
           identify which Stormtrooper it was.

                          KYLO REN
           ... The one from the village. FN-

           2187.
          Hux is unnerved that Ren knows -- he chalks it up to Ren's
          Force ability. Kylo Ren heads off.

                          LIEUTENANT MITAKA
           Sir. Ventral cannons hot.

                          GENERAL HUX
           Fire.

          EXT. STAR DESTROYER - DAY

          Massive WARHEAD LAUNCHERS SPIN and FIRE BLASTS toward the
          TIE fighter, which flies EVASIVE MANEUVERS -- most blasts
          hit the DEBRIS from the TURBOLASER DESTRUCTION.
          The TIE fighter then PULLS A BIG TURN, BACK TOWARD JAKKU,

          THE SANDY PLANET WHERE POE LEFT BB-8.

          INT. TIE FIGHTER - DAY


                          POE
           One's coming towards you. My right,
           your left. Do you see it?

                          FINN
           Hold on! I see it!

                          POE
           Nice shot.
          Finn looks up suddenly in alarm --

                          FINN
           Where are you going?

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          POE
           We're going back to Jakku. That's
           where.

                          FINN
           No no no! We can't go back to Jakku!
           We need to get outta this system!
          NEAR-MISS LASER BLASTS as Poe pilots aggressively.

                          POE
           I got to get to my droid before the
           First Order does!

                          FINN
           What - a droid?!

                          POE
           That's right. He's a BB unit! Orange
           and white: one of a kind.

                          FINN
           I don't care what color he is! No
           droid can be that important!

                          POE
           This one is, pal.

                          FINN
           We need to get as far away from the
           First Order as we can! We go back
           to Jakku, we die!

                          POE
           That droid's got a map that leads
           straight to Luke Skywalker!

                          FINN
           Oh, you gotta be kidding me!!! I--
          Suddenly BAM! THEY ARE HIT!

          EXT. TIE FIGHTER - DAY

          The TIE FIGHTER SPARKS AND SMOKES, SPIRALING out of control
          toward the surface of Jakku!

          INT. STAR DESTROYER MAIN BRIDGE - DAY

          Captain Phasma and General Hux stand before a holographic
          projection detailing FN-2187's service records.

                          CAPTAIN PHASMA
           FN-2187 reported to my division, was
           evaluated and sent to Reconditioning.

                          GENERAL HUX
           No prior signs of non-conformity?

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          CAPTAIN PHASMA
           This was his first offense.
          A technician checks her readings, reports to General Hux.

                          TECHNICIAN #1
           General. They've been hit.

                          GENERAL HUX
           Destroyed?

                          TECHNICIAN #1

                          (GETTING READINGS)
           Disabled. They were headed back to
           Jakku -- the fighter's projected to
           crash in the Goazon badlands.

                          GENERAL HUX
           They were going back for the droid --
           send a squad to the wreckage.

          EXT. JAKKU DESERT - DAY

          TIGHT ON FINN'S FACE: His EYES OPEN. He goes from unconscious
          to terrified, fast. He sits up, looks around. CUT BACK
          WIDE: he sits in the middle of an EPIC DESERT, DUNES FOREVER.
          A BLACK CHUTE blows in the wind behind him, scattered debris.
          Then he sees, over distant dunes, RISING BLACK SMOKE. He
          gets up -- moves toward it, calling out:

                          FINN
           Poe! Poe!
          Finn scrambles over the massive dune to the TIE FIGHTER,
          SMOKING AND ON FIRE, small debris around it. He thinks he
          sees POE'S ARM -- he pulls on it, but it's JUST POE'S JACKET.
          He throws that off and tries to find a way in -- even a way
          to LOOK INSIDE, but the smoke and heat make it impossible.

                          FINN (CONT'D)
           Poe!!! POE!
          Suddenly the ship BEGINS TO SINK -- like it's being CONSUMED
          INTO QUICKSAND -- Finn is slipping in too --

                          FINN (CONT'D)

           POE!!! POE!!!
          It becomes clear fast: if Finn doesn't get away, he's gonna
          get sucked in too! So Finn scampers away from the TIE FIGHTER
          as it SINKS INTO THE SAND! We're in the Sinking Fields. A
          few moments and IT'S GONE.
          Finn's out of breath. Horrified. Then A GIANT EXPLOSION
          ERUPTS FROM below, SENDING SAND AND DEBRIS EVERYWHERE!
          Finn sees this, disoriented, scared, exhausted and defeated.
          And all alone.

          EXT. DESERT - DAY

          ENDLESS DUNES BEHIND HIM, Finn walks, removing pieces of his
          Stormtrooper gear, using Poe's FLIGHT JACKET for shade.

          EXT. DESERT - DAY

          Exhausted, Finn continues his trek across the endless, sandy
          nothingness.

          EXT. DESERT - DAY

          Finn, parched and losing hope, he walks to the edge of a
          massive dune, looks out into the epic valley below. Miles
          ahead: NIIMA OUTPOST.

          INT. STAR DESTROYER - BRIDGE - DAY

          General Hux and Kylo Ren walk the length of the bridge.

                          GENERAL HUX
           Supreme Leader Snoke was explicit.
           Capture the droid if we can, but
           destroy it if we must.

                          KYLO REN
           How capable are your soldiers,
           General?

                          GENERAL HUX

                          (WITH VITRIOL)
           I won't have you question my methods.

                          KYLO REN
           They're obviously skilled at
           committing high treason. Perhaps
           Leader Snoke should consider using a
           clone army.

                          GENERAL HUX

                          (YOU SON-OF-A-BITCH)
           My men are exceptionally trained --
           programmed from birth--

                          KYLO REN
           Then they should have no problem
           retrieving the droid. Unharmed.

                          GENERAL HUX
           Careful, Ren. That your "personal
           interests" not interfere with orders
           from Leader Snoke.

                          KYLO REN
           I want that map. For your sake, I
           suggest you get it.
          Ren heads off. Hux hates him.

          EXT. NIIMA OUTPOST - DAY

          Sun-scorched and exhausted, Finn stumbles out of the desert
          into the Outpost. In a heatstroke daze he moves past enormous
          old SHIP PARTS, MERCHANTS, SCAVENGERS and TENTED STALLS.

                          FINN
           Water... water... water..
          He sees a WATER TROUGH where a filthy, slobbering hippo-like
          creature (a HAPPABORE) DRINKS. Finn moves to it, uses his
          hands to desperately DRINK the filthy water. After a couple
          swallows he SPITS IT OUT, disgusted.

                          FINN (CONT'D)
           -- Awgh, GAH!
          But he's parched and immediately RETURNS FOR MORE.
          ACROSS THE MARKETPLACE, REY kneels with an emphatically

          BEEPING BB-8.
          Just then, TWO of UNKAR'S THUGS approach and stop her. One
          clearly tells her that they're taking the droid. BB-8 reacts
          nervously as Rey resists them -- one pulls a SACK over BB-8
          while the other grabs Rey's arm -- in the tussle, Rey KNOCKS
          OVER METAL URNS for sale --
          Finn, still drinking, is PUSHED OVER by the happabore. He
          falls to the ground, then turns to look when he HEARS
          CRASHING. He sees, through the tents, REY FIGHTING.
          He moves UP CLOSER to help this young woman being accosted --
          but he STOPS when Rey begins to FIGHT BACK -- scrappy and
          feral, she KICKS, BITES and HITS. Finn is taken aback as
          she DEFEATS the attackers, who hit the sand, hard.
          Finn just watches, stunned.
          Rey moves to the COVERED BB-8 -- PULLS THE SACK OFF OF HIM.
          Finn cannot believe his eyes. IT'S POE'S DROID!
          Rey talks to BB-8, who, nervous now, looks around and...
          SEES FINN! BB-8 STARTS BEEPING like crazy. Then something
          insane happens: REY LOOKS AT FINN.

                          REY
           (To BB-8) Who? Him?
          Finn is confused. Rey stands, staring at Finn, defiant.
          Finn can feel trouble coming -- and Rey begins CHARGING AT
          HIM, quarterstaff in hand.
          Realizing he's the target, Finn begins to RUN -- away from
          her, through the tent marketplace. Rey goes after him -- he
          turns a corner -- then another -- then BAM! She's got
          ahead of him and SLAMS HIM TO THE GROUND WITH HER STAFF!
          Finn is on his back, out of breath and freaked out. She
          holds the staff on him threateningly:

                          REY
           What's your hurry, thief?

                          FINN
           What--?! Thief?
          BB-8 ROLLS UP FAST, MOVES TO FINN -- a WELDING ARM TELESCOPES

          FROM HIS BODY AND SHOCKS FINN!

                          FINN (CONT'D)
           OW! HEY! What?!

                          REY
           The jacket! This droid says you
           stole it!

                          FINN
           I've had a pretty messed up day,
           alright?! So I'd appreciate it you
           stop accusing me -- OW!!!
           (BB-8 has ZAPPED him

                          AGAIN)

           STOP IT!

                          REY
           Where'd you get it? It belongs to
           his master.
          Finn looks at her -- then the agitated droid, Finn's mind
          racing. He puts it all together. Frustrated, but sighs
          heavily, needing to respond somehow. So he makes a hard
          decision: to tell the truth.

                          FINN
           It belonged to Poe Dameron. That
           was his name, right?
          Rey and BB-8 react, surprised and wanting more.

                          FINN (CONT'D)
           He was captured... by the First Order!
           I helped him escape but our ship
           crashed.

                          (RELIVING IT)
           Poe didn't make it.
           (sees BB-8 is sad,

                          ROLLS OFF)
           Look, I tried to help him. I'm
           sorry...
          BB-8 heads off to the side, depressed. Rey watches BB-8,
          then considers Finn again. Says, a bit impressed:

                          REY
           So you're with the Resistance?

                         

                          (CONTINUED)

                         CONTINUED:
          Finn's mind races again. He makes an easy decision: to lie.

                          FINN
           Obviously. Yes. I am. I'm with
           the Resistance, yeah.

                          (WHISPERS)
           I'm with the Resistance.
          Rey lowers her staff, Finn stands. Rey studies him:

                          REY
           I've never met a Resistance fighter
           before.

                          FINN
           Well, this is what we look like.
           Some of us. Others look different.

                          REY
           BB-8 says he's on a secret mission,
           he has to get back to your base.

                          FINN
           Apparently he's carrying a map that
           leads to Luke Skywalker, and
           everyone's after it.
          She turns to him, concerned, curious. And asks:

                          REY
           Luke Skywalker? I thought he was a
           myth.
          Just then BB-8 BEEPS MADLY at something he sees.

                          REY (CONT'D)
           What is it?
          Rey moves to him, peeks around a tent corner. Now Finn moves
          to see: at a distance, TWO STORMTROOPERS TALKING TO UNKAR'S
          THUGS -- who POINT THEIR WAY!
          Finn urgently grabs her hand and heads for the tents:

                          REY (CONT'D)
           (re: her hand)
           What are you doing?!

                          FINN
           Come on!
          Suddenly LASER BLASTS RIP PAST THEM, HIT THE CLEANING UNIT,
          SPEWING STEAM! Rey SCREAMS -- MORE BLASTS as they run!

          EXT. NIIMA OUTPOST - DAY

          Finn and Rey holding hands, the three race, ZIGZAGGING through
          a maze of tents:

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           Come on, BB-8!

                          REY
           Let go of me!

                          FINN
           No, we gotta move!

                          REY
           (pulls her hand back)
           I know how to run without you holding
           my hand! BB-8 stay close! This
           way!
          Now Finn and BB-8 follow Rey -- ANOTHER BLAST just missing
          them! They disappear through a tent.
          TRACK FAST WITH STORMTROOPERS, through the tent maze. They
          come out of a tent, HAVING MOMENTARILY LOST THEIR TARGET.

                          STORMTROOPER
           Call in the air strike!
          REY, FINN AND BB-8 duck into another tent:

          INT. NIIMA OUTPOST - TENT - DAY

          Rey, Finn and BB-8 move through RUSTY WARES and take cover.
          Quiet, urgent:

                          REY
           They're shooting at both of us!

                          FINN
           Yeah, they saw you with me! You're
           marked!

                          REY
           Well, thanks for that!

                          FINN
           I'm not the one who chased you down
           with a stick! Does anyone have
           blasters around here?!

                          REY

                          (TO BB-8)
           Are you okay?
          Finn QUIETS HER WITH A GESTURE, HEARING SOMETHING.
          PUSH IN ON FINN -- whatever he hears alarms him greatly --
          he GRABS HER HAND AGAIN -- PULLS HER AWAY --

                          REY (CONT'D)
           Stop taking my hand!

          EXT. NIIMA OUTPOST - TENT - DAY

          Finn pulls Rey from the tent -- BB-8 FOLLOWS --
          As they race from the tent a TIE FIGHTER SCREAMS INTO VIEW

          FROM BEHIND THE TENTS! A SECOND FOLLOWS CLOSE BEHIND. IT

          FIRES AT THEM -- A MASSIVE BLAST SENDS REY AND FINN FLYING --

          BB-8 ROLLING!

                         

                         
          WIDE SHOT: TWO TIE FIGHTERS SCREAM OVER the town, the
          EXPLOSION throws sand and debris fifty feet into the air.
          Rey is thrown HARD to the ground -- she is rattled, truly
          afraid. Then she turns: FINN lies nearby, unconscious.
          Suddenly afraid, she scrambles to him, rolls him over. BB-8
          ROLLS OVER, BEEPING in concern.

                          REY
           Hey!
          As Finn comes to, he sees her. Through his fog:

                          FINN
           -- Are you okay?
          And that very question touches her -- having never in her
          life been asked it.

                          REY
           Yeah.
           (extends her hand)
           Follow me.
          Grateful, Finn takes it. They're off.
          LOCALS run amok as TIE fighters DIVE BOMB. REY, Finn and BB-

          8 SPRINT, BLASTER EXPLOSIONS GET CLOSER AND CLOSER!

          EXT. NIIMA OUTPOST - SPACEPORT - DAY

          Rey, STAFF strapped to her back, leads the way as she, Finn
          and BB-8 race into the spaceport. Finn glances back: TWO
          TIE FIGHTERS BANK their return. They YELL:

                          FINN
           We can't outrun them!
          Rey POINTS to a parked, four-engine SHIP ahead:

                          REY
           We might in that quad-jumper!

                          FINN
           We need a pilot!

                          REY
           We've got one!

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           You?!
           (then, indicates one

                          OFF-CAMERA)
           What about that ship?

                          REY
           That one's garbage!
          They run for the JUMPER but the passing TIE FIGHTERS FIRE AT
          IT, BLOWING IT APART IN A HUGE FLAME BALL! Rey, coming to a
          quick stop, RIGHT UP TO CAMERA:

                          REY (CONT'D)
           The garbage'll do!
          She turns and runs back -- Finn and BB-8 follow as they all
          run toward the piece of junk -- and we see it for the first
          time: THE MILLENNIUM FALCON!
          TIE fighters BANK AROUND AGAIN. Finn, Rey and BB-8 run up
          the ramp of the semi-tarped Falcon.

          INT. MILLENNIUM FALCON - DAY

          Finn, Rey and BB-8 enter the ship -- she hits a control and
          the door DESCENDS CLOSED as she races to the cockpit:

                          REY
           Gunner position's down there!

                          FINN

                          (CLIMBS DOWN)
           Y'ever fly this thing?

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Rey tosses her staff aside, jumps into the pilot's seat,
          frantically flips switches. BB-8 rolls in behind her as the
          ENGINES WHINE to life:

                          REY
           No! This ship hasn't been flown in
           years!

          INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

          Finn buckles into the gunner seat -- to his shock the SEAT
          WHIPS TO THE LEFT, startling him -- he grabs the controls to
          steady himself.

                          FINN
           Great.
           (reacts to seat)
           Whoa! I can do this, I can do this--

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Rey bucks herself up. Doesn't believe her quick words:

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           I can do this, I can do this--
          Rey pulls the yoke:

          THE FALCON ENGINES LIGHT UP BRIGHT!

          EXT. NIIMA OUTPOST - SPACEPORT - DAY

          The FALCON RISES, WILDLY -- ITS TARPS FLY OFF -- THE SHIP

          SPINS AND TILTS, SLAMS INTO AND CRUMBLES THE TOWN'S ARCHWAY!
          From the tents, Unkar Plutt runs out, SCREAMS:

                          UNKAR

           HEY!!!! THAT'S MIIIIIIINE!!!
          The Falcon BLASTS AWAY, two TIE FIGHTERS chase it, fast!

          INT. MILLENNIUM FALCON - DAY

          Rey pilots, headed for the sky!
          Finn SWINGS into frame, trying to work the GUNS.

                          FINN
           Whoa! Hey! Oh! Stay low! Stay
           low!

                          REY

           WHAT?

                          FINN
           Stay low! It confuses their tracking!
          For a crazy instant Rey LETS GO OF THE YOKE, stretches to
          the co-pilot controls -- THE FALCON CANTS!

                          REY
           BB-8, hold on!
          Rey finally REACHES the switches, returns to the yoke,
          stabilizing the ship, afraid of this next move.

                          REY

           I'M GOING LOW!!!

          EXT. DESERT - DAY

          BEHIND THE FALCON as it DRAMATICALLY BANKS AT AN UPWARD ARC,
          UPSIDE-DOWN, then SWOOPS PERILOUSLY LOW across the sand.
          Two TIE FIGHTERS SCREAM past us!

          INT. MILLENNIUM FALCON - DAY

          In the cylindrical corridor, BB-8 ROLLS TO THE CEILING!
          Rey looks back for a flash as the TIE Fighters pass -- They
          are ROCKED BY A BLAST!

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           What are you doing back there? Are
           you ever gonna fire back?!

                         
          Finn flicks switches -- The GUN TARGETING LIGHTS UP:

                          FINN
           I'm working on it! Are the shields
           up?
          Rey strains, reaching for something in the co-pilot seat.

                          REY
           Not so easy without a co-pilot!
          Finn struggles with the gun controls and SWEEPING CHAIR:

                          FINN
           Try sitting in this thing!
          Finn finally FIRES BACK at the two TIE FIGHTERS!

          EXT. DESERT - DAY

          Finn's shots MISS. The TIE FIGHTERS ARC BACK IN PURSUIT and
          SCREAM PAST US toward the Falcon! Both TIES FIRING!

          INT. TIE FIGHTER COCKPIT - DAY

          The BLACK-SUITED PILOT FIRES at the Falcon.

          INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

          The Falcon is ROCKED by another BLAST!

                          FINN
           We need cover, quick!

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Rey HITS SWITCHES, pilots the best she can:

                          REY
           We're about to get some!

                          (TO HERSELF)
           I hope.

          EXT. DESERT - DAY

          The Falcon speeds through a ROCK FORMATION, GRAZING THE ROCK,
          TAKING OUT A CHUNK -- the two TIE Fighters in pursuit, FIRING!
          The Falcon BANKS SO HARD, the edge of the ship RIPS A LINE
          IN THE SAND as it turns, REVEALING THE SHIP GRAVEYARD AHEAD.

          INT. MILLENNIUM FALCON - DAY

          BB-8 EXTENDS MAGNETIC CABLES to brace himself in a corridor.

                         

                          (CONTINUED)

                         CONTINUED:
          Finn continues to fire at the TIE fighters, narrowly missing
          them.

                          FINN
           Damn it!
          Rey maneuvers the ship deeper into the graveyard.

          INT. MILLENNIUM FALCON - GUNNER POSITION - DAY

          Finn SWOOPS into frame, FIRES --

                          FINN
           Come on... come on...
          -- HITS AND SHATTERS the TIE FIGHTER!

                          REY
           Nice shot!

                          FINN
           I'm getting pretty good at this!

          EXT. DESERT - SPACESHIP GRAVEYARD - DAY

          The TIE FIGHTER CRASHES amid the DEBRIS, THREE SCAVENGERS
          instantly there to consume the new bounty.
          The Falcon, pursued by the ONE REMAINING TIE FIGHTER, slaloms
          through the MASSIVE WRECKAGE, GRAZING THE OLD SHIPS as she
          goes, pieces flying.
          The TIE FIGHTER FIRES -- HITTING THE FALCON'S LOWER TURRET,

          SPINNING IT, JAMMING IT INTO FORWARD POSITION!

          INT. MILLENNIUM FALCON - GUNNER POSITION - DAY


          ALARMS BLARE --

                          FINN
           The cannon's stuck in forward
           position, I can't move it! You gotta
           lose 'em!

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          The ship is HIT AGAIN -- afraid, Rey's mind races as she
          scans the area -- and gets an idea.

                          REY
           Get ready!

                          FINN
           Okay! For what?

          EXT. DESERT - SPACESHIP GRAVEYARD - DAY

          Rey pilots the ship up AND INTO THE REAR OF A CRASHED SUPER
          STAR DESTROYER! The final TIE FIGHTER FOLLOWS!

          INT. MILLENNIUM FALCON - DAY

          Finn peers out the window, realizing where they are:

                          FINN

           ARE WE REALLY DOING THIS?!

          INT. WRECKED SUPER STAR DESTROYER - DAY

          The two ships slalom debris inside the giant ship -- the
          Falcon GRAZING ONE SIDE, THEN THE OTHER, SPITTING SPARKS!

          INT. MILLENNIUM FALCON - DAY

          Rey, scared, girds herself as she quickly runs out of space
          in the wreck.

                          REY
           Oh no!
          Just as the TIE PILOT GETS A LOCK,
          Rey YANKS THE YOKE --

          EXT. DESERT - SPACESHIP GRAVEYARD - DAY

          The Falcon makes a HARD RIGHT TURN out of the Destroyer.
          Rey then CUTS POWER AND FLIPS THE SHIP SO BACK FACES FRONT!
          FINN CAN NOW SEE THE PURSUING TIE FIGHTER! He FIRES,

          DESTROYING IT!
          REY GUNS THE ENGINES again, FLIPS THE FALCON and FLIES AWAY
          as the TIE FIGHTER CRASHES!

                          FINN
           Whooo!
          The Falcon ROARS OFF, victorious, leaving the ship graveyard
          and disappearing into the clouds.

          EXT. SPACE - DAY

          The Falcon ROARS from Jakku off to space.

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Rey excitedly unbuckles her seatbelt and hurries back.

          INT. MILLENNIUM FALCON - CORRIDOR - DAY

          Rey races past BB-8, who is RETRACTING his safety restraints.
          Finn, adrenalized, climbs from the turret, meets Rey in the
          corridor, the LOUNGE in the b.g..

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED: REY
           FINN Good shooting! Thanks! I--
           Now that was some I don't know! -- I've
           flying! How did you flown some ships but I've
           do that?! No one never left the planet!
           trained you? No one? Your last shot was dead
           That was amazing! on. You got him with one
           (beat) blast!
           You set me up for it! (laughs)
           (cocky) It was perfect!
           That was pretty good.
          They're just staring at each other now, seeing something odd
          and weird and wonderful -- two people totally inexperienced
          in joy and camaraderie.
          Bb-8 BEEPS something urgent -- she turns to the droid, kneels.

                          REY (CONT'D)
           You're ok. He's with the Resistance.
           He's going to get you home. We both
           will.

                          (TO FINN)
           I don't know your name.

                          FINN
           Finn. What's yours.

                          REY
           I'm Rey.
          BB-8 looks at him: really? Finn is reminded: HE'S LIED TO
          HER. She looks at Finn with a sweet smile.

                          FINN
           Rey...
          But before Finn can say anything they JUMP: across the lounge,
          STEAM BURSTS from under the grating.

                          REY
           Help me with this! Quick!
          They hurry to the grating, PULL IT UP together. BB-8 rolls
          over, watches.

                          FINN
           Whoa! What's going on?
          She goes below as BB-8 BEEPS concern.

          EXT. SPACE - DAY

          The First Order Star Destroyer above Jakku.

          INT. STAR DESTROYER BRIDGE - DAY

          Lieutenant Mitaka moves to Ren, who looks out across the
          star field. Mitaka swallows, uneasy with his task.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          LIEUTENANT MITAKA
           Sir. We were unable to acquire the
           droid on Jakku.
          Ren turns to look at him, he says nothing.

           LIEUTENANT MITAKA (CONT'D)
           It escaped capture aboard a stolen
           Corellian YT model freighter.

                          KYLO REN
           The droid... stole a freighter?

                          LIEUTENANT MITAKA
           Not exactly, sir. It had help.
          Ren says nothing. Which says everything. Mitaka sweats.

           LIEUTENANT MITAKA (CONT'D)
           We have no confirmation, but we
           believe FN-2187 may have been helped
           in the escape--
          Ren IGNITES HIS LIGHTSABER, TURNS AND SLASHES AT THE CONSOLE
          BEHIND HIM! HOLD ON Mitaka, who reacts, looks away -- winces.
          The horrible SOUNDS of Ren's rage continues. Finally Mitaka
          looks up. The metallic wall behind Ren is RIPPED with glowing
          scars.

                          KYLO REN
           Anything else?
          Mitaka hates to say the following, but:

                          LIEUTENANT MITAKA
           The two were accompanied by a girl.
          Ren reaches out -- Mitaka is suddenly, violently PULLED TOWARD
          REN, into his black glove:

                          KYLO REN
           What girl?

          INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

          Rey's head POPS up from under the grating, surrounded by
          STEAM. An EMERGENCY ALARM BLARES.

                          REY
           It's the motivator! Grab me a Harris
           wrench -- check in there!
          As he checks a storage box, she disappears down below,
          overwhelmed by the technical issues --

                          FINN
           How bad is it?!

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           If we wanna live, not good!
          BB-8 watches as Finn searches A SELECTION OF TOOLS:

                          FINN
           They're hunting for us now, we gotta
           get outta this system!
          Rey re-emerges, Finn hands her the wrench.

                          REY
           BB-8 said the location of the
           Resistance Base is "need to know" --
           if I'm taking you there, I need to
           know!

                          FINN
           (Throws a tool)
           This?
          She catches it and goes under again, leaving Finn and BB-8
          alone. He contemplates telling her the truth. This is his
          moment. But instead he knees to BB-8, says quietly, urgently:

                          FINN (CONT'D)
           You gotta tell us where the base is.

                          (BB-8 BEEPS)
           I don't speak that. Alright, between
           us, I'm not with the Resistance,
           okay?
           (BB-8 backs up)
           -- I'm just trying to get away from
           the First Order -- but you tell us
           where your base is, I'll get there
           first -- deal?!
           (BB-8 COCKS his head)
           Droid, please.
          Rey pops up again:

                          REY
           Pilex driver, hurry!
          Finn moves for the tool.

                          REY (CONT'D)
           So where's your base?

                          FINN
           (searching, to BB-8)
           Go on BB-8, tell her.

                          (QUIETLY)
           Please!
          She and Finn look to BB-8 -- who considers the whole
          situation, then BEEPS.

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           The Ileenium system?
          Finn hands her the tool, surprised but thrilled -- Rey
          disappears below again.

                          FINN
           Yeah, the Ileenium system, that's
           the one -- get us there as fast as
           you can.
          A smiling Finn gives BB-8 a THUMBS UP. BB-8 quickly extends
          his WELDING TORCH and TURNS IT UPWARD, then retracts it.

                          REY
           I'll drop you two at Ponemah Terminal.
           I need the bonding tape, hurry!

                          FINN
           (searching for tape)
           What about you?

                          REY
           I gotta get back to Jakku!

                          FINN
           (loses his mind)
           BACK TO JAK--?! Why does everyone
           always wanna go back to Jakku?! !

                          REY
           No, that one! No. No. The one I'm
           pointing to! No. NO. NO. If we
           don't patch it up, the propulsion
           tank will overflow and flood the
           ship with poisonous gas!
          Bb-8 has moved to Finn -- TIPS HIS HEAD, shows him the tool.
          He throws her the tape, she disappears below:

                          FINN
           This?

                          REY
           Yes!

                          FINN
           Hey. Rey. You're a pilot -- you
           can fly anywhere! Why go back?!
           You got a family? You got a
           boyfriend? Cute boyfriend?
          The STEAM and ALARM STOP as Rey pops up, annoyed:

                          REY
           None of your business, THAT'S WHY!
          But then: ALL THE SHIP POWER GOES OUT. BB-8 is nervous.

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           ... That can't be good.

                          REY

                          (HEADS OFF)
           -- No it can't be --

           FINN FOLLOWS REY TO:

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          They plop into the seats, in a panic. She checks the dead

                         INSTRUMENTATION PANEL:

                          REY
           Someone's locked onto us -- all
           controls are overridden.
          Finn quickly, awkwardly climbs up, looks out.

                          REY (CONT'D)
           Get off. Get off! See anything?

                          FINN
           ... Oh no.

          EXT. SPACE - DAY

          The Millennium Falcon, powerless, is a sitting duck.
          SOMETHING EPIC appears from ABOVE: THE ANTENNA ARRAY IS THE

          FIRST WE SEE OF A MASSIVE FREIGHTER, ITS GIANT HANGAR OPEN

          LIKE A HUGE MOUTH WHICH SWALLOWS THE FALCON LIKE A WHALE!

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Finn PLOPS into his seat, horrified.

                          FINN
           It's the First Order.

                          REY
           What do we do-- there must be

                          SOMETHING --
          Finn's mind races -- then:

                          FINN
           You said poisonous gas --

                          REY
           -- Yeah, but I fixed that --

                          FINN
           Can you unfix it?
          Rey stares at him -- and gets his plan! They head off --

          INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

          The GAS MASKS hanging in the lounge are GRABBED.

                         

                          (CONTINUED)

                         CONTINUED:
          Finn and Rey, gas masks on, quickly climb into the open
          grating area.

                          REY
           C'mon BB-8.
          They help BB-8 down, too: they both struggle like crazy, he
          weighs a TON.

                          FINN
           I got it.

                          REY
           Oooh...

                          FINN
           I'm okay. BB-8 get off me...

          UNDER THE GRATING
          Finn pulls the grating over them as Rey works on the controls.

                          REY
           You think this'll work on the
           Stormtroopers?

                          FINN
           Yeah. Their masks filter out smoke,
           not toxins.
          LIGHTS COME ON! SOUND of the SHIP RAMP LOWERING! Finn PULLS
          THE GRATING CLOSED as he says:

                          FINN (CONT'D)
           Hurry!

                          REY
           I'm hurrying!
          Suddenly the FALCON DOOR OPENS -- AND HAN SOLO AND CHEWBACCA
          BOARD THE FALCON, weapons at the ready. PUSH IN ON THEM,
          ready for combat, operating silently, with hand signals only.

                          HAN
           Chewie, we're home.
          Han gives Chewie a nod to check out the ship. Chewie heads
          off one way, Han in another.
          The grating above LIFTS OFF -- hands in surrender, they look
          up at Han, who's training his blaster on them, threatening.
          They're SCARED.

                          HAN (CONT'D)
           Where are the others? Where's the
           pilot?

                          REY
           ...I'm the pilot...

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           You?
          Chewie MOAN-TALKS. Rey responds to him --

                          REY
           No, it's true: we're the only ones
           on board.

                          FINN
           You can understand that thing?

                          HAN
           And "that thing" can understand you
           too, so watch it. Come on outta
           there.
          They climb up -- BB-8 uses his magnetic arm to quickly pull
          himself out.

                          HAN (CONT'D)
           Where'd you get this ship?

                          REY
           Niima Outpost.

                          HAN
           Jakku?! That junkyard?

                          FINN
           Thank you! Junkyard!

                          HAN

                          (TO CHEWIE)
           Told ya we should've double-checked
           the Western Reaches!

                          (TO REY)
           Who had it, Ducain?

                          REY
           I stole it from Unkar Plutt. He
           stole it from the Irving Boys, who
           stole it from Ducain.

                          HAN
           Who stole it from me! Well, you
           tell him Han Solo just stole back
           the Millennium Falcon for good.
          Han walks away, takes in the ship: it's his again. Doesn't
          see that Rey is awed. His back to all of them, he smiles.
          Chewie responds as Han heads toward the cockpit.

                          REY
           This is the Millennium Falcon? You're
           Han Solo?

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           I used to be.

                          FINN
           Han Solo? The Rebellion General?

                          REY
           No, the smuggler!

                          FINN

                          (TO CHEWIE)
           Wasn't he a war hero?!
          Chewie replies: "Yeah, I guess, kinda..." Rey calls out:

                          REY
           This is the ship that made the Kessel
           Run in fourteen parsecs...!

          INT. MILLENNIUM FALCON - COCKPIT - SAME

          Han enters the cockpit.

                          HAN
           Twelve! Fourteen.
          A moment of private joy. Then he sees something that ANNOYS

                         HIM:

                          HAN (CONT'D)
           Hey! Some moof-milker put a
           compressor on the ignition line!
          Han moves to the corridor.

          INT. MILLENNIUM FALCON - LOUNGE AREA - DAY


                          REY
           Unkar Plutt did. I thought it was a
           mistake too, puts too much stress on

                          THE HYPERDRIVE--

                          HAN

                          (OVERLAPPING HER)
           -- Stress on the hyperdrive--
           (who is she? Then:)
           Chewie, throw 'em in a pod, we'll
           drop them at the nearest inhabited
           planet.

                          REY
           Wait! No -- we need your help!

                          HAN
           My help?

                          REY
           This droid has to get to the
           Resistance base as soon as possible!

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           He's carrying a map to Luke Skywalker.
          Yup: Han stops in his tracks.

                          FINN (CONT'D)
           You are the Han Solo that fought
           with the Rebellion. You knew him.
          The mention of Luke has really hit Han. He turns to Finn.

                          HAN
           Yeah, I knew him. I knew Luke.
          Suddenly: a distant, METALLIC KA-CHUNK!

                          HAN (CONT'D)
           Don't tell me a Rathtar's gotten

                          LOOSE--
          Han hurries out -- they all follow, (Chewie, Rey, Finn, then
          BB-8), Finn with WILD CONCERN:

                          FINN
           Wait -- a what?! Did you just say
           Rathtars? Hey!

          INT. CARGO SHIP - HANGAR - DAY

          The Falcon is parked in this giant freighter's hangar. Han
          moves to a CONTROL PANEL, they all follow him.

                          FINN
           You're not hauling Rathtars on this
           freighter, are you?

                          HAN
           I'm hauling Rathtars.
          On the CONTROL PANEL: IMAGES ON SCREENS FROM ALL AROUND THE
          SHIP. Including the EXTERIOR, where a TRANSPORT SHIP is
          LANDING ON THE FREIGHTER. Han is fearful.

                          HAN (CONT'D)
           Oh great. It's the Guavian Death
           Gang -- they must've tracked us from
           Nantoon.
          Han heads off as:

                          REY
           What's a Rathtar?

          INT. CARGO SHIP - CARGO CONTAINER CORRIDOR - DAY

          Han leads our group down a LONG NARROW HALL lined with cargo
          containers.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED: HAN
           They're big and dangerous...

                          FINN
           Y'ever heard of the Trillia Massacre?!

                          REY
           No.

                          FINN
           Good.
          They turn a corner:

                          HAN
           I got three of 'em going to King
           Prana.

                          FINN
           THREE?! How'd you get them on board?

                          HAN
           I used to have a bigger crew.
          Chewie GROAN-TALKS, concurring.

          CUT TO: LOOKING UP AS A HATCH OPENS IN THE FLOOR. HAN AND

          CO. ARE THERE.

                          HAN
           Get below deck and stay there until
           I say so -- don't even think about
           taking the Falcon.

                          REY
           What about BB-8?

                          HAN
           He stays with me -- until I get rid
           of the gang, then you can have him
           back and be on your way.

                          FINN
           What about the Rathtars... where are
           you keeping them?
          A TERRIFYING BAM: a GROTESQUE RATHTAR GIANT TONGUE SLAMS
          into the CARGO CONTAINER window behind Finn, whose heart
          stops.

                          HAN
           There's one.

                          REY
           What are you gonna do?

                          HAN
           Same thing I always do: talk my way
           out of it.

                          (CHEWIE MOAN-TALKS)
           Yes, I do. Every time.

          INT. CARGO SHIP - NARROW CORRIDOR - DAY

          A PORTAL opens. The GUAVIAN DEATH GANG enters. One man in
          a SUIT (BALA-TIK), and five SECURITY SOLDIERS in badass
          UNIFORMS with ROUND-FACE HELMETS. They turn into and stop
          at one end of the corridor. Han, Chewie and BB-8 forty feet
          away in the middle of the long hall.

                          BALA-TIK
           Han Solo. You are a dead man.
          Han smiles innocently, friendly. BB-8 nervously looks back
          and forth at the gang, and Han.

                          HAN
           Bala-Tik. What's the problem?

                          BALA-TIK
           The problem is we loaned you fifty
           thousand for this job.

                         INTERCUT WITH:

          INT. CARGO SHIP - BELOW FLOOR GRATING - DAY

          They look up, trying to get a view.

                          REY
           Can you see them?

                          FINN
           No.
          They start crawling down the crawl space.

                          BALA-TIK
           I heard you also borrowed fifty
           thousand from Kanjiklub.

                          HAN
           You know you can't trust those little
           freaks! How long've we known each
           other?
          Rey and Finn arrive under the gang. They WHISPER:

                          REY
           They have blasters...

                          FINN
           A lot of 'em.
          We RISE THROUGH THE FLOOR to see the GANG and Han and company
          in the distance.

                          BALA-TIK
           The question is how much longer will
           we know each other? Not long. We
           want our money back now.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           Ya think hunting Rathtars is cheap?
           I spent that money.

                          BALA-TIK
           Kanjiklub wants their investment
           back, too.

                          HAN
           I never made a deal with Kanjiklub!

                          BALA-TIK
           Tell that to Kanjiklub.
          The SOUND of a PORTAL OPENING. Han's face GOES WHITE as he
          turns to the OTHER END OF THE CORRIDOR, where KANJIKLUB
          MEMBERS APPEAR. A GANG in a MEDIEVAL BANDITO style.
          Han smiles uncomfortably at the Kanjiklub members. Its
          LEADER, TASU LEECH, out front. Han tries to play it off:

                          HAN
           Tasu Leech. Good to see you.
          Tasu speaks an alien language, we SUBTITLE:

                          TASU LEECH
           Wrong again, Solo. It's over for
           you.
          Tasu COCKS HIS WEAPON, there for blood. BB-8 is nervous.
          Finn and Rey react to the sounds of the new gang -- start
          CRAWLING BACK the other way to see them.

                          HAN
           Boys. You're both gonna get
           what I promised! Have I ever
           not delivered for you before?

                          BALA-TIK
           Yeah.

                          TASU LEECH
           Twice!
          Han realizes he's right.

                          HAN
           What was the second time?

                          BALA-TIK
           Your game is old. There's no one in
           the galaxy left for you to swindle.

                          TASU LEECH
           Nowhere left for you to hide.

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          BALA-TIK
           That BB unit... the First Order is
           looking for one just like it. And
           two fugitives.
          Finn and Rey SUDDENLY STOP CRAWLING, tense.
          BB-8 hides behind Han's leg. PUSH IN ON Han as he realizes:
          Finn and Rey are in real trouble.

                          HAN
           First I've heard of it.
          Below the grating, Finn and Rey look at each other, afraid.
          Above, another Kanjiklubber (RAZOO QIN-FEE) says (SUBTITLED):

                          RAZOO QIN-FEE
           Search the freighter.
          One of the Kanjiklubbers begins moving down the corridor,
          AIMING A FLASHLIGHT DOWN BELOW, searching for:
          FINN AND REY, in a QUIET PANIC BELOW: THEY START CRAWLING
          FAST in the opposite direction they came.
          Rey crawls off fast, Finn follows. They quickly arrive at
          a JUNCTION BOX AREA, Rey looking at the controls.

                          REY
           Wait wait wait wait. If we close
           the blast doors in that corridor, we
           can trap both gangs!

                          FINN
           Close the blast doors from here?

                          REY
           Resetting the fuses should do it.
          Rey begins RESETTING the FUSES, SPARKS shooting from them as
          they do. Finn quickly joins in.
          Rey and Finn FINISH resetting the fuses boxes. Rey smiles
          optimistically. Finn looks hopeful too.
          DOWN AN EMPTY ROW OF LARGE CONTAINERS, which OPEN -- and a
          GIANT RATHTAR -- an ENORMOUS, FIERCE AND RAVENOUS LAND OCTOPUS --

          SLITHERS OUT OF ITS CAGE!
          BACK UP TOP as BANKS OF LIGHTS BEGIN GOING OFF, ONE BY ONE.
          The GANGS look around.
          Han's eyes go wide -- he gets it -- and it's bad. QUIETLY:

                          HAN
           ... I got a bad feeling about this...
          Suddenly all the LIGHTS COME ON AGAIN -- even down below,
          where Rey realizes it hasn't gone as planned.

                          REY
           Oh no.

                          FINN
           Oh no, what?

                          REY

                          (PALE)
           Wrong fuses.

          IN ANOTHER CORRIDOR, BACK WITH THE GANGS:

                          BALA-TIK
           Kill them! And take the droid!
          The gangs AIM THEIR WEAPONS JUST AS A RATHTAR APPEARS BEHIND

          THE GUAVIAN DEATH GANG, GRABBING TWO MEMBERS! THE OTHERS
          SCREAM AND RUN! The gang FIRES BACK -- BLASTS FLY!
          Han and Chewie react, flinching -- then turn to Kanjiklub as
          a RATHTAR APPEARS BEHIND THEM, ROARING DEAFENINGLY! The
          Gang turns -- others run, FIRE AT IT.

          INT. CARGO SHIP CORRIDOR A - DAY

          Han, Chewie and BB-8 race down the hall -- A MEMBER OF THE
          KANJIKLUB GANG comes around the corner. Han PUNCHES him
          with one blow, throws him toward the Rathtar. They keep
          steppin....

          INT. CARGO SHIP - BELOW FLOOR GRATING - DAY

          Rey and Finn hurriedly crawl through the space below decks.

                          FINN
           This was a mistake!

                          REY
           Huge!

          INT. CARGO SHIP CORRIDOR A - DAY

          Two Guavian Death Gang members run through the ship -- passing
          Tasu Leech, who sees another Kanjiklub member down the
          corridor -- who gets GRABBED BY A TENTACLE! Tasu tries to
          help him, but he gets PULLED UP AND AWAY! Tasu hears a
          distant terror-scream of a Rathtar, and runs the other way.
          Other Kanjiklub members YELL at him to avoid that direction --
          they all turn a corner -- a RATHTAR IS THERE AND GRABS THE
          TWO OTHERS! Tasu FIRES at the beast and RUNS OFF -- and we
          land on a FLOOR HATCH, which opens. Rey and Finn climb out,
          quickly.

                         
          They turn a corridor --

                          REY
           What do they look like?

                         

                          (CONTINUED)

                         CONTINUED:
          Another corner -- and GANG MEMBERS ARE BATTLING A HORRIBLE
          RATHTAR! Rey COVERS HER MOUTH.

                          FINN
           They look like that.
          Finn yanks her away. They race around another corner -- a

          RATHTAR IS THERE!

                          FINN (CONT'D)
           This way!

                          REY
           Are you sure?
          They scream and run off -- but Finn is GRABBED, PULLED AWAY

          FAST!

                          REY (CONT'D)

           FINN!
          But the Rathtar's fast and TURNS A CORNER, losing Rey --

                          FINN

           REY!

          INT. CARGO SHIP CORRIDOR E - DAY

          TIGHT ON FINN as he's being yanked down the hall, SCREAMING
          as he struggles to get loose!
          Rey turns the corner -- Finn is gone -- nowhere to be seen.

                          REY

           FINN!!!!
          Without Finn, she is instantly distraught -- then she
          realizes: SHE'S JUST PASSED A CONTROL PANEL! Her eyes light
          up as she moves to it: a BANK OF VIDEO MONITORS OF THE SHIP --
          and there's Finn, being dragged by a Rathtar toward an OPEN
          BLAST DOOR. Rey's hand on the button, she waits... then

          SLAMS THE BUTTON!

          INT. CARGO SHIP CORRIDOR B - DAY

          The BLAST DOOR INSTANTLY CLOSES ON ONE OF THE RATHTAR'S
          TENTACLES! It SCREAMS IN PAIN, ITS SEVERED TENTACLE STILL
          WRAPPED AROUND FINN'S LEG! Finn scrambles up, desperately
          shaking the sticky tentacle off his leg!
          Rey arrives, runs to Finn, beaming to see him alive -- he is
          adrenaline-rushed, in shock:

                          REY
           Finn!

                          FINN
           It had me! But the door--!

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           That was lucky!
          ANOTHER CORRIDOR - Finn and Rey run towards the Falcon.

          INT. CARGO SHIP CORRIDOR D - DAY

          Han, Chewie and BB-8 take cover, Han exchanging BLASTER FIRE
          with GANG MEMBERS AT THE OTHER END OF THE HALL.

                          HAN
           I got the door. Cover us!
          Chewie GROAN-AGREES. Chewie FIRES DOWN THE HALL as Han
          CROSSES THE CORRIDOR, BB-8 following nervously. As Chewie
          exchanges blaster fire, Han works the controls.
          THE HATCH OPENS (FALCON in the distance) -- just as CHEWIE
          IS HIT IN THE SHOULDER BY ENEMY FIRE! He goes down with a

          LOUD GROAN!

                          HAN (CONT'D)
           Chewie! You okay?
          Han GRABS CHEWIE'S BOWCASTER, FIRES at the DOOR CONTROLS,

          BADASS!

                          HAN (CONT'D)
           (looks at bowcaster)
           Wow. Come on! Come on!

          INT. CARGO SHIP HANGAR - DAY

          Run with Finn and Rey as they turn into the hangar, toward
          the Falcon. Han helps WOUNDED CHEWIE up the ramp, sees them.

                          REY
           Han!
          Finn and Rey race past BB-8 -- as they go up the ramp, Han
          says to Rey:

                          HAN
           You, close the door behind us!

                          (TO FINN)
           You take care of Chewie!
          Han and Rey race up the ramp as Finn heads up with Chewie,
          who SCREAMS WILDLY IN PAIN!

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Han stands at the navicomputer, hitting switches. Rey enters
          fast, moves past him to Chewie's seat.

                          HAN
           Hey, where are you going?

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           Unkar Plutt installed a fuel pump
           too -- if we don't prime that we're
           not going anywhere.

                          HAN
           I hate that guy.
          Han sits as, Rey hitting buttons:

                          REY
           And you could use a co-pilot.

                          HAN
           I got one, he's back there.

          IN THE LOUNGE, CHEWIE IS IN PAIN --

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Han and Rey in the seats:

                          HAN
           Watch the thrust, we're goin' out of
           here at lightspeed --

                          REY

                          (SHOCKED)
           From inside the hangar? Is that
           even possible?

                          HAN
           I never ask that question until after
           I've done it.
          A RATHTAR JUMPS ONTO THE WINDSHIELD -- REY SCREAMS! Its
          GIANT MOUTH CHEWING AT THE GLASS! Han works the controls:

                          HAN (CONT'D)
           This is not how I thought this day
           was gonna go -- angle the shields --
           Hang on back there!
          IN THE LOUNGE, Chewie is in pain -- Finn going through a
          first aid kit -- the ship is HIT again --

                          FINN

                          (HUGE PROBLEM)
           No problem!

          INT. CARGO SHIP - HANGAR - DAY

          Three GANG MEMBERS race out here and FIRE AT THE FALCON --
          hitting FUEL LINES, BLASTING THE SHIP HARD!
          The ship is hit.

          INT. MILLENNIUM FALCON - COCKPIT - DAY


                          HAN
           Come on baby, don't let me down!
          He hits a switch -- but NOTHING.

                          HAN (CONT'D)
           What?!
          But Rey reaches over, hits a switch, matter-of-factly.

                          REY
           Compressor.
          Han doesn't like it but she's right -- he hits the switch
          again and the HYPERDRIVE FIRES! The hangar is FILLED WITH
          LIGHTSPEED BLAST as the ATTACKING GANG MEMBERS ARE BLASTED
          BACK LIKE DRY LEAVES. In the cockpit the RATHTAR RIPS AWAY
          as THE STARS STRETCH LIKE ELASTIC and we CUT TO:

          EXT. CARGO SHIP - DAY

          Camera ROTATES as the Falcon DISAPPEARS IN A STREAK, leaving
          the cargo ship behind.

          INT. CARGO SHIP - DAY

          PUSH IN on a HANGAR DOOR where Bala-Tik arrives at the window,
          SEETHING. Makes a CALL:

                          BALA-TIK
           Inform the First Order that Han Solo
           has the droid they want. And it's
           aboard the Millennium Falcon.

          EXT. STARKILLER BASE - DAY

          A pair of TIE fighters roar towards a magnificent PLANET,
          frozen WHITE. This is the STARKILLER BASE, a natural planet
          that has been hacked and modified into something sinister.
          Over this we HEAR a DEEP, almost SOOTHING VOICE. A voice
          very much in control, of power:

           SNOKE (V.O.)
           The droid will soon be delivered to
           the Resistance...

          INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT

          KYLO REN and General Hux in a dark space, looking UPWARD at
          someone addressing them.
          We're in a massive and dark ASSEMBLY ROOM. Hundreds of DESKS
          in a stadium arc, focused on a platform where we see SUPREME
          LEADER SNOKE. Not entirely human, at nearly twenty-five
          feet tall. All of him a STONY GREY. Old, wounded, fragile
          and powerful, all at the same time.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          SNOKE
           ... Leading them to the last Jedi.
           If Skywalker returns, the new Jedi
           will rise.

                          GENERAL HUX
           Supreme Leader, I take full
           responsibility for th--

                          SNOKE
           General! Our strategy must now
           change.

                          GENERAL HUX
           The weapon. It is ready. I believe
           the time has come to use it. We
           shall destroy the government that
           supports the Resistance, the Republic.
           Without their friends to protect
           them, the Resistance will be
           vulnerable, and we will stop them
           before they reach Skywalker.
          Snoke considers. Almost seems to die for a moment. Then:

                          SNOKE
           Go. Oversee preparations.

                          GENERAL HUX
           Yes, Supreme Leader.
          General Hux, proud, cocksure, exits. Kylo Ren watches him
          go. Snoke SITS. A new intimacy in his voice.

                          SNOKE
           There's been an awakening. Have you
           felt it?

                          KYLO REN
           Yes.

                          SNOKE
           There's something more. The droid
           we seek is aboard the Millennium
           Falcon. In the hands of your father,
           Han Solo.
          Kylo Ren reacts with subtle, but real, surprise.

                          KYLO REN
           He means nothing to me.

                          SNOKE
           Even you, master of the Knights of
           Ren, have never faced such a test.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          KYLO REN

                          (STEELY RESOLVE)
           By the grace of your training, I
           will not be seduced.

                          SNOKE
           We shall see. We shall see.
          A gentle, satisfied nod from Snoke, and Kylo Ren, obsessed,
          filled up, exits. Snoke watches him disappear, a grotesque
          evil SMILE growing -- as he DISINTEGRATES -- Snoke has been
          a HOLOGRAM all along.

          EXT. LIGHTSPEED SPACE - DAY

          RACING with the Falcon through the STRINGLIGHT of lightspeed.

          INT. MILLENNIUM FALCON - DAY

          CHAOS: INTERCUT between the COCKPIT where Han and Rey pilot,
          ALARMS SOUNDING, problems everywhere, and the LOUNGE where
          CHEWIE YELPS as Finn nervously works to BANDAGE HIS SHOULDER.

          SPARKS!

                          HAN
           Electrical overload!

                          REY
           I can fix that!

                          HAN
           The coolant's leaking!

                          REY
           Try transferring auxiliary power to
           the secondary tank--

                          HAN
           -- Secondary tank, I got it!

          INT. LOUNGE:

          CHEWIE HOWLS IN PAIN! Finn hangs in there, wraps a bandage
          on Chewie's shoulder: Chewie ROARS. BB-8 scurries off.

                          FINN
           Chewie, come on! I need help with
           this giant hairy thing! Stop moving!
           Chewie!

          INT. FALCON COCKPIT:


                          HAN
           You hurt Chewie, you're gonna deal
           with me!

          INT. LOUNGE:

          As Finn struggles to bandage the Wookiee:

                          FINN
           Hurt him?! He almost killed me six
           times!
           (Chewie GRABS HIM by
           the collar, ROARS)
           Which is fine.

          INT. FALCON COCKPIT:


                          HAN
           This hyperdrive blows there's gonna
           be pieces of us in three different
           systems.
          Han at the controls when all the alarms STOP. Rey, satisfied,
          sits in the co-pilot seat. Han is confused.

                          HAN (CONT'D)
           What'd you do?

                          REY
           I by-passed the compressor.
          He looks at her. A little, appreciative laugh. Han exits,
          walking past BB-8.

                          HAN
           Move, Ball.

          INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

          Han kneels at Chewie, who lies awake but recovering. Han
          checks his friend's wound with care. Chewie MOAN-TALKS.

                          HAN
           Nah, don't say that, you did great.
           Just rest.
          Han turns to Finn, who sits at the HOLOCHESS set, BB-8 beside
          him. This is awkward for Han, but damn, he means it:

                          HAN (CONT'D)
           Good job, kid. And thanks.

                          FINN
           You're welcome.
          Finn has accidentally hit a button on the chess set, and the
          PIECES appear, looking up at Finn, curiously. The pieces
          start to FIGHT as Finn fiddles with the controls, trying to
          turn it off.

                          HAN
           So, fugitives, huh?

                          REY
           The First Order wants the map.

                          (MORE)

                          (CONTINUED)

                         CONTINUED:

                          REY (CONT'D)
           (re: Finn and BB-8)
           Finn is with the Resistance...

                          (SHRUGS)
           ... I'm just a scavenger.
          Han gives Finn a skeptical once-over as Finn finally manages
          to TURN THE CHESS SET OFF as Rey enters. Han looks to BB-8.

                          HAN
           Let's see whatcha got.

                          REY

                          (TO BB-8)
           Go ahead.
          BB-8 rolls forward -- and suddenly PROJECTS A HOLOGRAPHIC

          MAP, FILLING THE ROOM. PLANETS, STARS, SYSTEMS.
          They all react. Chewie sits to look up. Han moves through
          stars, becomes reflective.

                          HAN
           This map's not complete. It's just
           a piece. Ever since Luke disappeared,
           people have been looking for him.

                          REY
           Why'd he leave?

                          HAN
           He was training a new generation of
           Jedi. One boy, an apprentice turned
           against him, destroyed it all. Luke
           felt responsible... He walked away
           from everything.

                          FINN
           Do you know what happened to him?

                          HAN
           There're a lot of rumors. Stories.
           The people who knew him the best
           think he went looking for the first
           Jedi temple.

                          REY
           The Jedi were real?

                          HAN
           I used to wonder that myself. Thought
           it was a bunch of mumbo-jumbo --
           magical power holding together good,
           evil, the dark side and the light.

                          (BEAT)
           'Crazy thing is, it's true. The
           Force, the Jedi, all of it. It's
           all true.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          An alarm rings on the control station, prompting Han to toggle
          some switches. BB-8 cuts off the hologram. Chewie rises
          and moans to Han, but Han motions for Chewie to lay back

                         DOWN:

                          HAN (CONT'D)
           No, you rest.
           (To Rey and Finn)
           You want my help? You're getting
           it. Gonna see an old friend. She'll
           get your droid home. This is our
           stop.
          Han leaves towards the cockpit, Rey and Finn following.

          EXT. LIGHTSPEED TO SPACE - DAY

          BEHIND THE FALCON as it DROPS OUT OF LIGHTSPEED, revealing a
          BEAUTIFUL GREEN PLANET ahead, TAKODANA.

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Han pilots. Finn and BB-8 beside him, Rey as co-pilot.
          Han notices Rey looking out the windshield, almost in tears.

                          REY

                          (QUIETLY)
           ... I didn't know there was this
           much green in the whole galaxy...
          Han watches her -- sees a vulnerability that touches him.

          EXT. TAKODANA PLANET - DAY

          The Falcon CRESTS OVER an ENDLESS GREEN FOREST TO REVEAL a
          CASTLE on a picturesque LAKE.
          The Falcon lands near the castle, among dozens of WORN,
          smallish freighters.

          EXT. LANDING PAD - NEAR MAZ'S CASTLE - DAY

          Rey steps off the Falcon, UP TO CAMERA, BB-8 at her side.
          She takes in the towering stone CASTLE, FOREST to one side,
          LAKE to the other. Serene, beautiful, all new to her.

          INT. MILLENNIUM FALCON - LOUNGE AREA - DAY

          From BLACKNESS: a storage unit opens. Han rummages,
          retrieving old BLASTERS. Finn arrives behind him, concerned.

                          FINN
           Hey, Solo -- I'm not sure what we're
           walking into here --

                          HAN
           D'you just call me "Solo"?

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           Sorry. Han-- Mr. Solo. You should
           know, I'm a big deal in the
           Resistance. Which puts a real target
           on my back. Are there any
           conspirators here? First Order
           sympathizers?

                          HAN
           Listen big deal, you've got another
           problem. Women always figure out
           the truth.
          Hands him a BLASTER.

                          HAN (CONT'D)
           Always.
          Han walks off. Finn watches him go, wracked with guilt.

          EXT. MAZ'S CASTLE - DAY

          Han hands Rey a blaster pistol as she stands at looks at the
          castle.

                          HAN
           You might need this.

                          REY
           I think I can handle myself.

                          HAN
           I know you do. That's why I'm giving
           it to you. Take it.
          Rey picks it up. Grips it.

                          HAN (CONT'D)
           You know how to use one of these?

                          REY
           Yeah, you pull the trigger.

                          HAN
           There's a little bit more to it than
           that. You got a lot to learn. You
           got a name?

                          REY
           Rey.

                          HAN
           Rey. I've been thinkin' about
           bringing on some more crew, Rey. A
           second mate. Someone to help out.
           Someone who can keep up with Chewie
           and me, appreciates the Falcon.

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          REY
           Are you offering me a job?

                          HAN
           I wouldn't be nice to you. It doesn't
           pay much.

                          REY
           You're offering me a job.

                          HAN
           I'm thinking about it.
          Rey wants to say yes. But something stops her. A line she
          can't cross.

                          HAN (CONT'D)
           Well?

                          REY
           If you were, I'd be flattered. But
           I have to get home.
          Han looks at her, questioningly.

                          HAN
           Jakku?
          Rey looks off, in thought. Yeah, Jakku.

                          REY

                          (BEAT)
           I've already been away too long.

                          HAN

                          (TO CHEWIE)
           Chewie, check out the ship as best
           you can.

                          HAN (CONT'D)
           It's too bad. Chewie kind of likes
           you.
          Han heads off. HOLD on Rey.

          EXT. MAZ'S CASTLE - DAY

          Han walks them to the castle.

                          FINN
           Solo, why are we here again?

                          HAN
           To get your droid on a clean ship.

                          REY
           Clean?

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           Do you think it was luck that Chewie
           and I found the Falcon? If we can
           find it on our scanners, the First
           Order's not far behind. Want to get
           BB-8 to the Resistance? Maz Kanata
           is our best bet.

                          FINN
           We can trust her, right?

                          HAN
           Relax, kid. She's run this watering
           hole for a thousand years. Maz is a
           bit of an acquired taste, so let me
           do the talking. And whatever you
           do, don't stare...

           REY AND FINN
           At what?

                          HAN
           Any of it.
          The door opens. Music. Madness. And...

          INT. MAZ'S CASTLE - MAIN ROOM - DAY

          We ENTER THE LOUD, CROWDED MESS of a hall -- PUSHING PAST a
          room full of rough and odd ALIENS AND HUMANS, who gamble,
          drink, scheme, negotiate, argue -- until we end up on the
          BACK of a tiny, thousand year-old, four foot tall ALIEN, who
          suddenly STARTS, as if SENSING something -- the Alien TURNS
          TO US: she is FEMALE, wearing large ADJUSTABLE GOGGLES.
          This is MAZ KANATA.

                          MAZ
           Han Solo!
          Everyone turns to look. It's ALL QUIET in here.

                          HAN
           (Sotto) Oh boy. (Louder, waving)
           Hey, Maz!
          NOISE returns. Maz walks to them, pushes someone away.

                          MAZ
           Where's my boyfriend?

                          HAN
           Chewie's working on the Falcon.

                          MAZ
           I like that Wookiee. I assume you
           need something. Desperately. Let's
           get to it.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Maz walks off, gesturing for them to follow. Finn and Rey
          are confused. Han indicates for them to follow. They do --
          passing the enormous GRUMMGAR, who sits with vixen BAZINE
          NETAL, who watches them suspiciously.
          A SMALL DROID (GA-97), who turns its head to see BB-8
          following Rey across the room. GA-97, now animated, makes a
          small TRANSMITTING SOUND, which is subtitled.

                          GA-97
           Alert the Resistance. Their missing
           droid is here!
          And we CUT TO:

          IN A DARK ALCOVE - MOMENTS LATER
          Bazine enters a shadowy space, stealthily makes a call on a
          communicator. Clearly, BAZINE IS A SPY. Subtitled:

                          BAZINE
           Inform the First Order... I've found
           the droid.

          EXT. STARKILLER BASE - DAY

          A massive Star Destroyer hovers over the hacked ice planet.

          INT. STAR DESTROYER - KYLO REN'S CHAMBERS - DAY

          A dark space. Kylo Ren, CLOSE TO CAMERA, addresses someone
          OFF-CAMERA whom we do not see.

                          KYLO REN
           Forgive me. I feel it again. The
           pull to the light. Supreme Leader
           senses it. Show me again, the power
           of the darkness, and I will let
           nothing stand in our way. Show me,
           Grandfather, and I will finish what
           you started.
          As his emotion builds, he stands and heads off -- we FOLLOW
          HIM, PIVOTING TO REVEAL who he was talking to: THE BURNT,

          ASHEN, GHOSTLY DEFORMED MASK OF DARTH VADER.

                          CUT TO:

          INT. MAZ'S CASTLE - TABLE - DAY

          Maz is putting together some FOOD as she says:

                          MAZ
           A map to Skywalker himself? You're
           right back in the mess.

                          HAN
           Maz, I need you to get this droid to
           Leia.

                         

                          (CONTINUED)

                         CONTINUED:

                          MAZ
           Hmm. No. You've been running away
           from this fight for too long. Han,
           nyakee nago wadda. Go home!

                          HAN
           Leia doesn't want to see me.

                          FINN
           Please, we came here for your help.

                          REY
           What fight?

                          MAZ
           The only fight: against the dark
           side. Through the ages, I've seen
           evil take many forms. The Sith.
           The Empire. Today, it is the First
           Order. Their shadow is spreading
           across the galaxy. We must face
           them. Fight them. All of us.

                          FINN
           There is no fight against the First
           Order! Not one we can win. Look
           around. There's no chance we haven't
           been recognized already. I bet you
           the First Order is on their way right--
          Finn stops, seeing Maz adjusting her goggles, scrutinizing
          him -- her eyes get HUGE.

                          FINN (CONT'D)
           What's this? What are you doing?
          Maz adjusts the goggles again. Her eyes get impossibly
          BIGGER. She grunts recognition. She hoists herself on the
          tabletop, knocking over food and plates, crawling towards
          Finn.

                          FINN (CONT'D)
           Solo, what is she doing?

                          HAN
           I don't know, but it ain't good.

                          MAZ
           If you live long enough you see the
           same eyes in different people. I'm
           looking at the eyes of a man who
           wants to run.

                          FINN
           (eyes on Maz)
           You don't know a thing about me.
           Where I'm from. What I've seen.

                          (MORE)

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN (CONT'D)
           You don't know the First Order like
           I do. They'll slaughter us. We all
           need to run.
          Rey is stunned. Maz, not so much. She crawls back to her
          chair. She points to some pirates in the corner.

                          MAZ
           You see those two? They'll trade
           work for transportation to the Outer
           Rim. There, you can disappear.
          Finn sees them. Considers.

                          REY
           Finn!

                          FINN
           Come with me.

                          REY
           What about BB-8? We're not done
           yet. We have to get him back to
           your base.

                          FINN
           I can't.
          Finn stands to leave. He offers the gun back to Han.

                          HAN
           Keep it, kid.
          Finn heads off. Rey gets up to follow. Maz dials her lenses
          back to normal, and turns to Han.

                          MAZ
           Who's the girl?

                         ON FINN
          Who has arrived at the table with the ALIEN SMUGGLERS.

                          FINN
           I was told you could get me to the
           Outer Rim.
          Rey barges into the conversation, interrupting.

                          REY
           What are you doing?
          Finn gets up to talk to her.

                          FINN
           (to Big Head)
           Don't leave without me.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Embarrassed, Finn moves her away.

                          REY
           You can't just go. I won't let you.

                          FINN
           I'm not who you think I am.

                          REY
           Finn, what are you talking about?

                          FINN
           I'm not Resistance. I'm not a hero.
           I'm a Stormtrooper.

                          (STOPS HER)
           Like all of them, I was taken from a
           family I'll never know. And raised
           to do one thing...

                          (EMOTIONAL)
           But my first battle, I made a choice.
           I wasn't going to kill for them. So
           I ran.

                          FINN (CONT'D)
           Right into you. And you looked at
           me like no one ever had. I was
           ashamed of what I was. But I'm done
           with the First Order. I'm never
           going back. Rey, come with me.

                          REY
           Don't go.

                          FINN
           Take care of yourself. Please.
          Rey looks at him, crushed. With quiet resignation, Rey
          watches Finn return to the aliens...
          And all three head off. He gets to the front door and walks
          through it.
          Rey is heartsick, but she turns as she hears the sound of a
          young girl in anguish, crying. She follows the sound into
          the castle, turning so she can't see that Finn has looked
          back at her one last time.

          INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

          Rey steps down into the basement corridor. BB-8 follows
          her. Walking carefully and confused, she is not sure why
          she's down here. She can hear the echoing sounds of a young
          girl crying. She heads down the hall... to the very end,
          where there is a door. It is almost as if a SOULFUL VIBRATION
          draws her closer. She looks at the door lock -- AND THE

          DOOR OPENS.
          Hesitant, Rey enters.

          INT. MAZ'S CASTLE - CRYPT ROOM - DAY

          Rey moves into the dark, small, vaulted storage room. Old
          treasures line the floors and walls, but there is something
          specific Rey is drawn to: on a table, an old wooden BOX.
          She moves to it, unsure, afraid, as if an energy from inside
          the box has been calling her here. BB-8 nervously follows.
          Rey reaches out, very slowly, to touch the box. A moment
          heavy with tension.
          Rey OPENS THE BOX and sees inside Luke Skywalker's original
          lightsaber. With hesitation, she reaches towards it, but
          she cannot resist. As her hand makes contact with it, there
          is the piercing sound of a lightsaber igniting. She moves
          her hand away, as REY HEARS A MECHANICAL BREATHING sound.
          The CAMERA MOVES, LIGHTING CHANGES -- and we see behind her
          something impossible: a HALLWAY OF FROM DEEP INSIDE CLOUD
          CITY. Disembodied voices fill the air.

                          YOUNG GIRL

           NO!
          She stands -- looks around, confused by all she sees and
          hears. -- Turns and sees, through a DOORWAY.
          We follow Rey and she runs down the corridor, but it all
          TILTS -- TURNS -- and she lands on the
          WALL -- which is now the GROUND -- dried GRASS.
          She turns to look -- we PIVOT -- and see a BURNING TEMPLE AT
          NIGHT. We PAN to:
          R2-D2 -- who watches the flames -- and a MAN appears (LUKE,
          whose face we do not see). He falls to his knees, reaches
          out to the droid -- with a MECHANICAL RIGHT HAND.
          We PUSH IN ON REY as RAIN BEGINS -- and DAY TURNS TO NIGHT --
          and she LOOKS UP -- we TILT UP --
          To see we're LOOKING UP AT A WARRIOR as he is STABBED BY A
          FIERY LIGHTSABER! He screams and falls to the ground -- we
          FOLLOW HIM, revealing Rey again, now in a nighttime
          battlefield. She gets to her feet, frightened by what she
          sees. We PIVOT AROUND HER to REVEAL KYLO REN, and the six
          other KNIGHTS OF REN, who flank him!
          Come back around to Rey, soaking now, as the RAIN STOPS and
          SUNLIGHT illuminates her -- she turns to look -- we PIVOT --
          and see...
          A little girl. Rey as a child. She is sobbing, hysterical.
          Unkar Plutt's meaty hand holds her thin arm. She is on Jakku,
          watching a starship fly into the sky, abandoning her.

                          YOUNG GIRL
           No, come back!

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          UNKAR PLUTT
           Quiet, girl!
          The ship flies towards the desert sun, which is strangely
          eclipsed, as if being eaten by darkness. Rey looks around
          her to see she is..
          In a NIGHTTIME, BARREN, SNOWY WOODS. She's losing her mind,
          confounded and lost and she gets to her feet, her breath
          seen in the frigid air -- and then: THE SOUND OF CLASHING
          LIGHTSABERS! She moves through the woods, toward the sound.
          Rey runs, heart pounding, when KYLO REN EMERGES FROM BEHIND
          A TREE! She stops, SCREAMS, FALLS BACK and LANDS IN:

          INT. MAZ' CASTLE - BASEMENT CORRIDOR - DAY

          She falls back, out of the room, suddenly sitting in the
          hall, out of breath, alarmed and perplexed.
          She HEARS something and turns to look.
          Maz stands at the end of the corridor, realizing what has
          just happened.

                          REY
           What was that? I shouldn't have
           gone in there.

                          MAZ
           That lightsaber was Luke's. And his
           father's before him and now, it calls
           to you!
          Rey stands, fast. Still overwhelmed, emotional, speechless.

                          REY
           I have to get back to Jakku.

                          MAZ
           Han told me.
           (reaches out, hold

                          REY'S HAND)
           Dear child. I see your eyes. You
           already know the truth. Whomever
           you're waiting for on Jakku, they're
           never coming back. But... there's
           someone who still could.

                          REY
           Luke.

                          MAZ
           The belonging you seek is not behind
           you. It is ahead. I am no Jedi,
           but I know the Force. It moves
           through and surrounds every living
           thing. Close your eyes. Feel it.

                          (MORE)

                         

                          (CONTINUED)

                         CONTINUED:

                          MAZ (CONT'D)
           The light. It's always been there.
           It will guide you. The saber. Take
           it.
          Rey suddenly stands.

                          REY
           I'm never touching that again. I
           don't want any part of this.
          And Rey runs off, passing Maz.
          Rey's mind is spinning -- she can't take it -- she turns and
          heads off, fast. BB-8 follows her. TIGHT ON MAZ, watching
          her go. Maz SIGHS, feeling for the young girl.

          EXT. MAZ'S CASTLE - DAY

          Rey exits the castle, needs to run, but doesn't know where.
          Heads toward the woods.

          EXT. FOREST - DAY

          Rey moves through the foliage, heart racing. Over this, we
          HEAR a RUMBLING -- intense, an OMEN of something horrible to
          come.

          EXT. STARKILLER BASE - ASSEMBLY AREA - DAY

          A massive rally: a thousand STORMTROOPERS, TIE FIGHTERS,
          OFFICERS and VEHICLES. BRUTALIST STRUCTURES, mountainous
          SNOWY LANDSCAPE. Addressing them at a podium, flanked by
          RED FIRST ORDER BANNERS, is HUX. His voice ECHOES:

                          GENERAL HUX
           Today is the end of the Republic!
           The end of a regime that acquiesces
           to disorder! At this very moment,
           in a system far from here the New
           Republic LIES to the GALAXY while
           secretly supporting the treachery of
           the loathsome Resistance. This fierce
           machine which you have built, upon
           which we stand, will bring an end to
           the Senate! To their cherished fleet!
           All remaining systems will bow to
           the First Order! And will remember
           this... as the last day of the
           Republic!

                         

          INT. STARKILLER BASE - CONTROL ROOM - DAY

          ENGINEERS perform FINAL FIRING PROTOCOL. There's a sense of
          nervousness -- WILL THIS MASSIVE WEAPON ACTUALLY WORK?

          EXT. STARKILLER BASE - ASSEMBLY AREA - DAY


                          GENERAL HUX

           FIRE!
          And Hux TURNS to give the signal as we CUT BACK WIDE -- a
          ROAR OF BOOTS ON PAVEMENT as the thousand Stormtroopers TURN
          to face an endless snowy landscape. WHAT IS ABOUT TO HAPPEN?!

          EXT. STARKILLER BASE - DAY

          A view PAST THE RALLY. For a moment, nothing. Then, eerily

          SILENT, AN IMPOSSIBLE BLAST OF FIRE LIGHT -- LIKE AN ATOMIC

          BOMB TEST TIMES A ZILLION -- BLASTS FROM MILES AWAY, INTO
          THE SKY! Seconds later, a TERRIBLE EXPLOSIVE ROAR!
          The Troopers -- everyone -- is nearly PUSHED BACK by the
          FORCE of it -- the magnitude! Many have to COVER THEIR EYES!
          For MILES around the FIREBEAM, ICE AND SNOW MELTS INSTANTLY!
          Runoff tunnels FLOODED with AN OCEAN OF FRESH WATER. AIRBORNE
          CREATURES by the thousands burst from trees and take flight.
          Hux watches, his eyes WILD WITH POWER AND EVIL. From HIS
          eyes, CUT TO:

          INT. STAR DESTROYER BRIDGE - DAY

          TIGHT ON KYLO REN as he watches the Starkiller firing.

          EXT. MAZ' CASTLE - DAY

          Finn boards the Alien Freighter. The SOUND FROM THE SKY
          makes him turn back. He sees the PATH OF FIRE and his blood
          runs cold, his heart sinks.

          EXT. REPUBLIC SYSTEM - NIGHT

          At a massive distance we see PLANETS THE REPUBLIC CAPITAL

          SYSTEM -- INCREASINGLY LIT, THEN POWERFULLY HIT BY THE VAST

          FIREBLAST WHICH OBLITERATES IT ALL!

          EXT. REPUBLIC CITY - NIGHT

          The galaxy CENTER OF GOVERNMENT at NIGHT. Impressive
          structures. Senators and dignitaries look in uncomprehending
          horror to the night sky. LIGHT GROWING --
          FROM A GREAT DISTANCE a CIRCLE OF FIRE -- LIKE A SMALL SUN

          APPEARING FROM NOWHERE AND GROWING CLOSE AND MASSIVE, TURNING
          NIGHT TO DAY! And in seconds THE FIRE BLOCKS OUT EVERYTHING

          ELSE, AND THE ENTIRE PLANET OF HOSNIAN PRIME IS INCINERATED!

          EXT. MAZ'S CASTLE - DAY

          A crowd of ALIENS files out from inside, all eyes on the
          FIRE IN THE SKY. Dozens of LANGUAGES exclaiming fear and
          horror. Find Han and Chewie moving out, looking up.

                         

                         

                          (CONTINUED)

                         CONTINUED:

           FINN (O.S.)
           It was the Republic.
          Han and Chewie turn as Finn arrives, moving quickly through
          the crowd. With dread:

                          FINN (CONT'D)
           The First Order, they've done it.
           Where's Rey?

          EXT. FOREST - DAY

          Rey races through the forest and finally comes to a stop,
          overwhelmed and exhausted. At an emotional breaking point,
          she has no idea where to go, who to turn to. Then she HEARS
          A BEEP -- turns to see BB-8, catching up with her.

                          REY
           What are you doing?

                          (HE BEEPS)
           You have to go back.
           (he BEEPS again)

                          REY (CONT'D)
           BB-8. No, you can't -- you have to
           go back, you're too important.
           They'll help you.
          Then, ANOTHER SOUND -- LOUDER NOW -- they LOOK UP AGAIN: in
          front of the system attack, A FLEET OF FIRST ORDER SHIPS
          ROAR OVERHEAD, TOWARD THE CASTLE! Rey's heart sinks: HER

          FRIENDS ARE IN DANGER!

          INT. MAZ'S CASTLE - BASEMENT CORRIDOR - DAY

          Maz leads Han, Finn and Chewie down the hall, fast:

                          MAZ
           I've had this for ages...

          MAZ'S CASTLE - TREASURE ROOM - DAY
          Maz opens the box -- holds out the lightsaber to Finn:

                          MAZ
           Kept it locked away.

                          HAN
           Where'd you get that?

                          MAZ
           A good question for another time.

                          (TO FINN)
           Take it! Find your friend!
          Finn grabs it as the room is SHAKEN by an above ground attack.

                          MAZ (CONT'D)
           Those beasts! They're here!

          EXT. FOREST - DAY

          Rey and BB-8 race fast back toward the castle -- EXPLOSION
          SOUNDS can be HEARD from the direction they're headed!

          EXT. FOREST - DAY

          Rey races through the trees -- sees Maz' castle -- BEING
          DESTROYED BY FIRST ORDER SHIPS! Aliens RUNNING, GETTING
          OBLITERATED by SCREAMING TIE FIGHTERS! Other TIE FIGHTERS
          and TRANSPORTERS LAND, STORMTROOPERS in attack.
          Just then, filtered RADIO CALLS get Rey's attention: nearby
          STORMTROOPERS have spotted her, AND FIRE!

                          STORMTROOPER
           FN-417, hold position!
          Rey takes cover, grabs her BLASTER -- but IT WON'T FIRE!
          She panics, then realizes:

                          REY
           Safety!
          SHE SWITCHES OFF THE SAFETY and FIRES BACK! HITS TWO TROOPERS
          and retreats, calls to BB-8:
          BB-8 follows Rey AWAY FROM THE CASTLE, firing back at more
          chasing Troopers!

          EXT. MAZ' CASTLE RUINS - DAY

          Kylo Ren moves through the DEBRIS. A Stormtrooper approaches:

                          STORMTROOPER #4
           Sir, the droid was spotted heading
           west, with a girl.
          Kylo Ren LOOKS BACK SHARPLY, in Rey's direction --

          EXT. FOREST - DAY

          Rey and BB-8 move swiftly, terrified -- she stops them:

                          REY
           You have to keep going, stay out of
           sight, I'll try to fight 'em off.
           (BB-8 BEEPS; bravely
           through her fear)
           I hope so, too.
          BB-8 BEEPS and heads off -- Rey RUNS and TAKES COVER behind
          a massive, mossy tree. TIGHT on her TERRIFIED FACE --

          EXT. CASTLE DEBRIS - DAY

          Han, Chewie, Finn and Maz, exhausted, CLIMB UP, peek through
          debris.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           Come on, Chewie!
          Maz turns to Finn:

                          MAZ
           Rey and BB-8, they need you. Now
           go.

                          FINN
           I need a weapon.
          Maz grabs his wrist -- holds up his hand -- THE SABER.

                          MAZ
           You have one!
          He looks at her questioningly -- he's supposed to use the
          lightsaber?! He TURNS IT ON.
          HAN AND CHEWIE RUN, TAKE COVER from BLASTS, FIRING BACK at
          Stormtroopers, taking some out!

                          HAN
           Hey, can I try that?
          Han borrows Chewbacca's bowcaster, fires on Stormtroopers
          and sends them flying.

                          HAN (CONT'D)

                          (TO CHEWBACCA)
           I like this thing.
          FINN SURPRISES A STORMTROOPER WITH THE LIGHTSABER, then
          another! Untrained, he's athletic, brave, impressive. One
          Stormtrooper has a MACE --

                          STORMTROOPER
           Traitor!
          FINN and the TROOPER WITH THE MACE battle. The Mace Trooper
          KNOCKS FINN DOWN! The Stormtrooper is about to end him,
          when THE STORMTROOPER IS SHOT AND FALLS!
          Wide-eyed Finn sees Han run over, having fired the blast!
          Han helps him up.

                          HAN
           You okay, Big deal?

                         

                          FINN
           Thanks!
          But TEN STORMTROOPERS come over a RISE, BLASTERS AIMED.

                          STORMTROOPER
           Don't move! TK-338, we have targets
           in custody!

                         

                          (CONTINUED)

                         CONTINUED:
          No way out, they DROP THEIR WEAPONS: TIGHT on the LIGHTSABER
          as it HITS THE GROUND. A STORMTROOPER HAND picks it up.
          Han's MIND RACES as a SQUAD OF TROOPERS appears behind them.
          Finn, Han and Chewie are MARCHED by Stormtroopers back toward
          a transport, hands on their heads.
          But then -- A FAMILIAR ROAR RIPPING ACROSS THE LAKE -- Han
          turns -- they all do: coming toward them across the water, X-

          WINGS AND RESISTANCE SPACECRAFT APPEAR, BEGIN FIRING AT THE

          FIRST ORDER SHIPS!

          PUSH IN ON HAN, HOPE SURGING -- CHEWIE TALKS.

                          STORMTROOPER (CONT'D)
           We have incoming at two-eight-point-
           six! Move! Dispatch! Move!
           Scramble all squads! Repeat, scramble
           all squads! Anti-air cover en route
           to our position!

                          HAN
           It's the Resistance.
          One X-WING in particular -- MARKED IN BLACK -- SWOOPS DOWN
          and takes out the parked TIE FIGHTERS and Troopers!

          INT. POE'S X-WING - DAY

          It's Poe Dameron at the stick of his X-wing.

                          POE
           Go straight ahead and don't let these
           dogs scare you!

           JESS (V.O.)
           Copy that!

           SNAP (V.O.)
           We're with you, Poe!
          The Stormtroopers around Finn, Han and Chewie SCATTER, TOSSED
          in EXPLOSIONS! The LIGHTSABER LANDS AGAIN -- FINN PICKS IT

          UP.

                          HAN
           Quick!
          Chewie picks up his Bowcaster, Han takes the blaster. Shoots
          a Trooper.

                          FINN
           Woohoo! YEAH! That's one helluva
           pilot!

          INT. POE'S X-WING - DAY


                          POE

           WOOHOO!

          EXT. FOREST - DAY

          In the darkened woods, Rey, terrified, keeps her blaster
          aimed. Her eyes dart around for her pursuer.
          And then: THE UNIQUE SOUND OF KYLO REN'S RASPING LIGHTSABER
          COMING TO LIFE -- A SOUND she's HEARD BEFORE in the FORCEBACK.
          Rey's heart skips a beat: she's even more scared now.
          Kylo Ren appears from behind a tree -- Rey FIRES again and
          again -- Kylo Ren moves toward her, USING HIS LIGHTSABER TO

          DEFLECT EVERY BLAST.
          She FIRES ferociously, but Kylo Ren keeps coming! His hand
          rises -- Rey suddenly STOPS -- GASPS -- UNABLE TO MOVE.

                          KYLO REN
           The girl I've heard so much about.
          He walks AROUND HER, slowly, she won't let herself cry.

           KYLO REN (CONT'D)
           The droid.
          He comes around to see her face. After a scary beat he WHIPS

          HIS SABER UP TO HER EYES, ILLUMINATING HER FACE.

           KYLO REN (CONT'D)
           Where is it?

          WIDE SHOT: THE EPIC BATTLE BETWEEN RESISTANCE AND FIRST

          ORDER TROOPS, REFLECTED IN THE STILL LAKE.

                          STORMTROOPER
           Request air support!

          EXT. FOREST - DAY

          Kylo Ren TURNS OFF HIS SABER, reaches up... and REACHES
          TOWARDS REY'S FACE. She can't move, strains in agony. After
          a beat, surprised by what he finds, he removes his hand.
          She is relieved but still afraid.

                          KYLO REN
           The map. You've seen it.
          Rey is horrified. He TOUCHES HER FACE again: the pain, tears
          stream. Kylo Ren, taking more from her mind...
          She stares at him, TERRIFIED, straining in agony --
          Kylo Ren, mid-interrogation, TURNS TOWARD THE SOUND OF THE
          EXPLOSIONS. Stormtroopers APPROACH through the woods.

                          STORMTROOPER #5
           Sir, Resistance fighters! We need
           more troops.
          Kylo Ren TURNS BACK TO Rey, his hand still on her face.

                         

                          (CONTINUED)

                         CONTINUED:

                          KYLO REN
           Pull the division out. Forget the
           droid. We have what we need.
          A GESTURE from Kylo Ren and REY LOSES CONSCIOUSNESS, FALLS

          FROM FRAME!

          EXT. CASTLE DEBRIS - DAY

          The BLACK-MARKED X-WING SWOOPS DOWN again, FIRING, EXPLODING
          another TIE Fighter! On the ground:

                          STORMTROOPER
           Pull back the tree line!
          Han and Chewie dodge debris, FIRING and TAKING OUT TROOPERS.
          FINN takes out 2 TROOPERS with the blaster, then, out of
          breath, turns to see: Kylo Ren in the forest, CARRYING REY
          IN HIS ARMS, INTO HIS SHUTTLE! Finn's heart SHATTERS --
          Han stops -- turns -- sees Kylo Ren entering his shuttle.
          Han is ROCKED.

                          FINN

           NO!! REY!!!
          Heroically, Finn runs toward the shuttle through LASER BLASTS
          AND EXPLOSIONS, but the shuttle TAKES OFF -- Finn irrationally

          CHASES IT, SCREAMS DESPERATELY:

                          FINN (CONT'D)
           No, no, no, no... REY!!
          In crazed frustration, Finn stops running, watches the
          receding First Order ships, Rey their captive.

          EXT. FOREST - DAY

          BB-8 moves fast, then stops and looks up as the First Order
          ships RETREAT, OFF PLANET. A considered beat, and BB-8 heads

          BACK FOR THE CASTLE.

          EXT. MAZ'S CASTLE RUINS - DAY

          Post battle. Finn runs to Han:

                          FINN
           He took her! Did you see that? He
           took her. She's gone!

                          HAN

                          (WALKS PAST)
           Yeah, yeah, I know...
          And he and Chewie head off.

          EXT. MAZ'S CASTLE RUINS - DAY

          Han moves toward a RESISTANCE TRANSPORT landing in the debris.
          BB-8 rolls up beside him, in wait for the transport.
          ON HAN'S FACE, knowing exactly what's about to happen.
          Finally, the transport door opens.
          And standing there is LEIA.
          She sees Han and is stunned. A silent beat, husband and
          wife reunited for the first time in years. In the smoke and
          embers, no one says a word.
          Then C-3PO walks out from the transport, into the field:

                          C-3PO
           Goodness! Han Solo! It is I, See-
           Threepio!
           (sees Han, stops)
           You probably don't recognize me
           because of the red arm.
           (sees Leia,

                          INCREASINGLY AWKWARD)
           Look who it is! Did you see who?
           Oh. Excuse me, Prin-- uh, General.
           Sorry. Come along, BB-8. Quickly.

                          (BB-8 BEEPS)
           Yes, I must get my proper arm
           reinstalled.
          He hurries off. Finally, alone again.

                          HAN
           You changed your hair.

                          LEIA
           Same jacket.

                          HAN
           No, new jacket.
          Chewie glad to see Leia, greets her with a hug. Chewie MOANS
          a few words, looks at Han then boards the ship.
          It is complicated and loving and painful. Han says, quietly:

                          HAN (CONT'D)
           ... I saw him. Leia, I saw our son.
           He was here.
          Leia hears this.
          Maz watches through the smoke.

          EXT. SPACE - DAY

          The FALCON and surviving X-WINGS ROAR past camera toward a

          PLANET WITH GREEN FLORA AND A RING OF ASTEROIDS.

                         

                          (CONTINUED)

                         CONTINUED:
          This is D'QAR.

          EXT. D'QAR - DAY

          The SHIPS DESCENDING among grassy mounds and sunken
          structures.

          EXT. RESISTANCE BASE - DAY

          LARGE GRASS MOUNDS cover HANGARS, beneath the odd, giant
          trees. BOOM DOWN as RESISTANCE GROUND CREW direct an X-WING
          to a LANDING. In the FOREGROUND, another X-wing canopy OPENS,
          a PILOT climbs out. PAN TO REVEAL the landed Millennium
          Falcon. Finn runs down the ramp, UP TO CAMERA, desperate,
          searching.
          Then BB-8 SPEEDS RIGHT PAST HIM, almost knocking him down --
          Finn watches as BB-8 rolls over to the PILOT GETTING OUT OF
          THE BLACK-MARKED X-WING. The Pilot's helmet comes off.

          IT IS POE!
          Finn can't believe what he's seeing. And Poe, kneeling in
          WARM REUNION with BB-8, listens and reacts to something the
          droid tells him. Poe looks up and sees Finn -- and he can't
          believe it either! Poe smiles, points at Finn. From a
          distance, Finn gestures in sheer amazement that Poe is alive.

                          FINN
           Poe. Poe Dameron.
          They move to each other -- and embrace.

                          FINN (CONT'D)
           You're alive!

                          POE
           So are you!

                          FINN
           What happened to you?

                          POE
           What happened? I got thrown from
           the crash, woke up at night -- no
           you, no ship, nothing--
          BB-8 BEEPS -- Poe listens, turns to Finn.

                          POE (CONT'D)
           BB-8 says that you saved him.

                          FINN
           No, no, no. It wasn't just me.

                          POE
           You completed my mission, Finn.
           That's my jacket?

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           Oh here.

                          POE
           No, no, no. Keep it. It suits you.
           You're a good man, Finn.

                          FINN
           Poe -- I need your help.

          INT. RESISTANCE BASE - DAY

          MOVE FAST with Finn and Poe. Finn takes in this makeshift
          command center, buried deep among vines and roots. They
          arrive at Leia, who stands with a group of Resistance
          Officers, including ADMIRALS ACKBAR and STATURA:

                          POE
           General Organa. Sorry to interrupt,
           this is Finn, he needs to talk to

                          YOU --

                          LEIA
           (takes Finn's hand)
           And I need to talk to him. That was
           incredibly brave, what you did.
           Renouncing the First Order, saving
           this man's life --

                          FINN
           (surprised she knows)
           Thank you, ma'am -- but a friend of
           mine was taken prisoner--

                          LEIA
           Han told me about the girl, I'm sorry.
          Finn is startled -- Poe jumps in:

                          POE
           Finn's familiar with the weapon that
           destroyed the Hosnian system. He
           worked on the base.

                          LEIA
           We're desperate for anything you can
           tell us.

                          FINN
           That's where my friend was taken --
           I've got to get there, fast.

                          LEIA
           And I will do everything I can to
           help, but first you must tell us all
           you know.

          INT. RESISTANCE BASE - DAY

          Chewbacca sits on a bed in the med bay. DR. KALONIA uses a
          device to help heal his shoulder. Chewie TALKS.

           DR. KALONIA

                          (CHEWIE TALKS)
           That sounds very scary.

                          (CHEWIE TALKS)
           You must be so brave.
          Chewie agrees.

          INT. RESISTANCE BASE - DAY

          C-3PO takes the DATA DEVICE from BB-8 and inserts it into a
          BASE COMPUTER. THE PROJECTED MAP APPEARS in HOLOGRAM. Leia
          enters, studying it, dispirited. PAN as she moves, REVEALING
          HAN. C-3PO is here and some others.

                          C-3PO
           General, I regret to inform you, but
           this map recovered from BB-8 is only
           partially complete. And even worse,
           it matches no charted system on
           record. We simply do not have enough
           information to locate Master Luke.

                          LEIA
           I can't believe I was so foolish to
           think that I could just find Luke
           and bring him home.

                          HAN
           Leia...

                          LEIA
           Don't do that.

                          HAN
           Do what?
           She heads off.

                          LEIA
           Anything.
           Flummoxed, Han follows looking at C-3PO.

                          C-3PO
           Princesses.
          Han follows Leia across the base floor:

                          HAN
           I'm trying to be helpful!

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          LEIA
           When did that ever help? And don't
           say the Death Star.

                          HAN

                          (SIGHS)

          INT. RESISTANCE BASE - DAY

          LOW WITH BB-8 as he rolls over and finds, under a dark and
          dusty tarp in a corner, R2-D2. BB-8 BEEPS at R2, pulls off
          the tarp and tries to start a conversation. But R2 DOESN'T
          RESPOND AT ALL. BB-8 tries again. Nothing. BB-8 NUDGES
          R2. Nothing. Then:

           C-3PO (O.S.)
           BB-8. You're wasting your time.
          BB-8 looks up at C-3PO, who stands there. C-3PO SIGHS.

           C-3PO (CONT'D)
           It is very doubtful that R2 would
           have the rest of the map in his backup
           data.

                          (BB-8 BEEPS)
           I am afraid not. R2-D2 has been in
           low power mode ever since Master
           Luke went away. Sadly, he may never
           be his old self again.

          INT. RESISTANCE BASE - DAY

          Leia hears the change in Han's voice and softens. She turns.

                          HAN
           Listen to me, will you? I know every
           time you... every time you look at
           me, you're reminded of him.

                          LEIA
           You think I want to forget him? I
           want him back!
          Han looks at her with sympathy.

                          HAN
           There was nothing we could've done.
           (hard for him to say)
           There was too much Vader in him.

                          LEIA
           That's why I wanted him to train
           with Luke. I just never should have
           sent him away. That's when I lost
           him. That's when I lost you both.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           We both had to deal with it in our
           own way. I went back to the only
           thing I was ever good at.

                          LEIA
           We both did.

                          HAN
           We lost our son, forever.

                          LEIA
           No.

                          (LONG BEAT)
           It was Snoke.
          Han takes this in.

                          LEIA (CONT'D)
           He seduced our son to the dark side.
           But we can still save him. Me.
           You.

                          HAN
           If Luke couldn't reach him, how could

           I?

                          LEIA
           Luke is a Jedi... you're his father.
           There's still light in him. I know
           it.

                          GENERAL STATURA
           General, the reconnaissance report
           on the enemy base is coming.

          INT. STARKILLER BASE - HOLDING CELL - DAY

          Rey wakes, disoriented. She is in an angled, upright
          restraining rig. Looks over, startled to see Kylo Ren, mask
          in place, standing there.

                          REY
           Where am I?

                          KYLO REN

                          (LONG BEAT)
           You're my guest.

                          REY
           Where are the others?

                          KYLO REN
           You mean the murderers, traitors and
           thieves you call friends?
           (Rey stares at him)
           You'll be relieved to hear that I
           have no idea.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Rey studies him. She's fearful... but curious.

           KYLO REN (CONT'D)
           You still want to kill me.

                          REY
           That happens when you're being hunted
           by a creature in a mask.
          Kylo Ren stops, considers her... then reaches up, unlatches
          and REMOVES HIS MASK. Rey reacts, stunned. It takes a moment
          before she regains her own mask of defiance.

                          KYLO REN
           Tell me about the droid.

                          REY
           (a nervous beat)
           He's a BB unit with a selenium drive
           and a thermal hyperscan vindicator --

                          KYLO REN
           He's carrying a section of a
           navigational chart. We have the
           rest, recovered from archives of the
           Empire. We need the last piece.
           And somehow, you convinced the droid
           to show it to you. You. A scavenger --
          Rey reacts -- afraid -- how does he know?

           KYLO REN (CONT'D)
           You know I can take whatever I want.
          Trepidation flashes across Rey's eyes. Kylo Ren moves closer,
          his hand rising toward her. She recoils, but has nowhere to
          go. Kylo Ren nearly TOUCHES HER FACE...
          THEY'RE BOTH SURPRISED: they react to a feeling that passes
          between them -- AN ENERGY THEY RECOGNIZE IN EACH OTHER.
          And then it's gone. Adversaries again. Rey can't move,
          quietly strains in agony, trying to resist Ren's probing.

           KYLO REN (CONT'D)
           ... You're so lonely... so afraid to
           leave...
           (then, slight smile)
           At night, desperate to sleep... you
           imagine an ocean. I see it -- I see
           the island...
          Tears stream down her face as she resists. She tries to
          break free, but can't budge.

           KYLO REN (CONT'D)
           And Han Solo. You feel like he's
           the father you never had. He would've
           disappointed you.

                         

                          (CONTINUED)

                         CONTINUED:
          His hand still on her face, her eyes fierce through the agony:

                          REY
           -- Get out of my head --
          But this just makes Kylo lean closer.

                          KYLO REN
           I know you've seen the map. It's in
           there... and now you'll give it to
           me. Don't be afraid. I feel it
           too.
          Where her strength comes from, she doesn't know, but:

                          REY
           I'm not giving you anything.

                          KYLO REN
           We'll see.
          He peers into her eyes intensely. She meets his gaze --

          DESPITE THE PAIN SHE IS STRONG.
          On Ren's face as HIS CONFIDENCE BEGINS TO MELT AWAY. He has
          slammed up against a barrier in her mind. He looks less
          certain by the moment as Rey seems to GROW IN STRENGTH. The
          FEROCITY of confrontation builds until it hits critical mass

          AND REY DOES THE UNTHINKABLE! SHE ENTERS HIS HEAD, AMAZED

          AT WHAT SHE IS SEEING!

                          REY
           ... You... you're afraid... that you
           will never be as strong as... Darth
           Vader!
          KYLO REN SUDDENLY WITHDRAWS HIS HAND, as if her face were
          FIRE HOT. TAKES A STEP BACK, CONFUSED, RATTLED. Rey's body
          is released, she breathes deeply, her powerful eyes still on
          Kylo Ren, who starts to leave.
          And we PRELAP:

           SNOKE (V.O.)
           This scavenger, resisted you?

          INT. STARKILLER PLANET - ASSEMBLY ROOM - NIGHT

          Kylo Ren, mask off, stands before Snoke.

                          KYLO REN
           She's strong with the Force, untrained
           but, stronger than she knows.
          And while Ren's mind no doubt goes to Luke:

                          SNOKE
           And the droid?

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Kylo Ren hesitates to reveal the truth. Then:

           GENERAL HUX (O.S.)
           Ren believed it was no longer valuable
           to us.
          Ren turns back -- Hux enters the large space, moves to the
          platform beside Ren.

           GENERAL HUX (CONT'D)
           That the girl was all we needed. As
           a result, the droid has most likely
           been returned to the hands of the
           enemy. They may have the map already.
          Snoke is visibly furious.

                          SNOKE
           Then the Resistance must be destroyed
           before they get to Skywalker.

                          GENERAL HUX
           We have their location. We tracked
           their reconnaissance ship to the
           Ileenium system.

                          SNOKE
           Good. Then we will crush them once
           and for all. Prepare the weapon.
          Kylo Ren is stunned by the moment -- that isn't what he meant
          at all --

                          KYLO REN
           Supreme Leader. I can get the map
           from the girl. I just need your
           guidance.

                          SNOKE
           If what you say about this girl is
           true, bring her to me.

          INT. STARKILLER BASE - HOLDING CELL - DAY

          SLOW PUSH IN ON REY, shackled, mind still racing over what's
          happened between her and Kylo Ren. She is flooded with
          emotions, feeling her potential, her strength, that in this
          moment of being restrained, perhaps anything is possible.
          She turns to the Stormtrooper Guard. Studies him for an
          intense beat. Then says:

                          REY
           You will remove these restraints.
           And leave this cell, with the door
           open.
          The Stormtrooper Guard looks at her. A beat.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          TROOPER GUARD #2
           What did you say?
          Rey's eyes stay trained on him. She shifts in her seat, her
          confidence wavering, but she repeats, with authority:

                          REY
           You will remove these restraints.
           And leave this cell, with the door
           open.
          The Stormtrooper Guard, rifle aimed, MOVES FOR HER.
          Rey's heart pounds -- is she about to be killed, freed, or
          laughed at? The tension unbearable when the Guard says:

                          TROOPER GUARD #2
           I'll tighten those restraints,
           scavenger scum!

          INT. STARKILLER BASE - CORRIDOR 1 - DAY

          LOW ANGLE: Kylo Ren, masked, rounds a corner, PASSES US.

          INT. STARKILLER BASE - HOLDING CELL - DAY

          Rey stares intently at the trooper. Calms herself. And
          tries again.

                          REY
           You will remove these restraints.
           And leave this cell, with the door
           open.

                          TROOPER GUARD #2
           I will remove these restraints. And
           leave this cell, with the door open.
          He reaches down and UNLATCHES THE RESTRAINTS. HE THEN TURNS
          AND STARTS TO HEAD OUT, her back to him as he exits. SHE IS
          IN SHOCK. Then tries, quickly:

                          REY
           And you will drop your weapon.

                          TROOPER GUARD #2
           And I'll drop my weapon.
          The Trooper Guard DROPS HIS WEAPON without turning back --
          Rey HEARS the gun fall. She's incredulous. The guard has

          LEFT THE CELL, ITS DOOR OPEN.
          REY, in ABSOLUTE DISBELIEF, MOVES QUICKLY OUT OF FRAME!

          INT. STARKILLER BASE - HOLDING CELL - DAY

          Kylo Ren enters the cell -- we PUSH IN ON HIM as he takes in
          the empty cell -- AND IMMEDIATELY UNDERSTANDS WHAT HAS

          HAPPENED.

                         

                          (CONTINUED)

                         CONTINUED:

                          KYLO REN

           NO!
          Enraged, he RIPS OUT HIS SABER and --

          EXT. STARKILLER BASE - CORRIDOR 1 - DAY

          WIDE ANGLE, empty corridor, toward the cell: we only HEAR
          the horrible SOUNDS. DESTRUCTION. YELLING. A few pieces
          of red hot DEBRIS BOUNCES into the corridor.
          Two STORMTROOPERS, crossing at the far end of the hall, STOP
          TO WATCH this display of pure FURY. They retreat, and fast.

          INT. STARKILLER BASE - CONTROL ROOM - DAY

          Workers at their controls. Vast snowy landscape seen outside.
          Their GAUGES RISE -- THE WEAPON CHARGING SLOWLY --

                          GENERAL HUX
           Begin charging the weapon!

                          STARKILLER TECHNICIAN
           Yes, sir. Weapon charging.

          EXT. STARKILLER BASE PLANET - DAY

          A vast view of the planet -- a MASSIVE SOLARVAC ARRAY
          surrounds a port TEN MILES IN DIAMETER.
          MILLIONS OF PANELS turn on the ARRAY -- a wave of BRILLIANT
          REFLECTIONS. Suddenly, like a planetary-scale TESLA COIL
          LINE OF ENERGY, THE POWER OF THE SUN begins to TRAVEL DOWN
          to the Starkiller Base planet.

          INT. RESISTANCE BASE - DAY

          Finn, now a member of the inner circle of the Resistance, is
          huddled with the group around the MAP TABLE, which displays
          a WIREFRAME HOLOGRAM of a ROLLING VIEW OF THE SURFACE OF
          STARKILLER BASE. With Finn are Han, Leia, Poe, C-3PO,
          Statura, Ackbar, Brance, SNAP, MAJOR EMATT (60), NIEN NUNB,
          and others. An urgent, messy strategy session --

                          POE
           The scan data from Snap's
           reconnaissance flight confirms Finn's
           report.

                          SNAP
           They've somehow created a hyper
           lightspeed weapon built within the
           planet itself.

                          BRANCE
           A laser cannon?

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          SNAP
           We're not sure how to describe a
           weapon of this scale.

                          MAJOR EMATT

                          (HORRIBLE MEMORIES)
           It's another Death Star.

                          POE
           I wish that were the case, Major.
          Poe hits a control. A WIREFRAME OF THE DEATH STAR APPEARS.

                          POE (CONT'D)
           This was the Death Star.
          Poe hits another control -- the Death Star SHRINKS -- AND
          SHRINKS AND SHRINKS, as the SURFACE AREA OF THE STARKILLER

          BASE IS DRAWN INTO A LARGER IMAGE, REVEALING THE ENTIRE BASE
          PLANET. The Death Star is a minuscule SATELLITE in
          comparison.

                          POE (CONT'D)
           This is Starkiller Base.
          This is news to many here, and they're stunned.

                          HAN
           So it's big.

                          ADMIRAL ACKBAR
           How is it possible to power a weapon
           of this size?

                          FINN
           It uses the power of the sun. As
           the weapon is charged, the sun is
           drained until it disappears.
          An OFFICER runs up, hands Leia a DATACARD.

                          LEIA
           (eyes on datacard)
           The First Order: they're charging
           the weapon again, now.
           (then, heart sinking)
           Our system is the next target.

                          C-3PO
           Oh my. Without the Republic fleet,
           we're doomed.
          They all react to this horrible news.

                          HAN
           Okay, how do we blow it up?
           (all eyes on him)
           There's always a way to do that.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          But no one has anything. Leia watches the silence,
          frustrated. Finally, rallying them:

                          LEIA
           Han's right.
          Han is surprised.

                          ADMIRAL STATURA
           (at first hesitant)
           In order for that amount of power to
           be contained, that base would need
           some kind of thermal oscillator...

                          FINN
           There is one.
          All eyes on Finn as he moves around the hologram to a location
          on the Starkiller Base -- it is ZOOMED IN: A GIANT BLACK

          HEXAGONAL STRUCTURE.

                          FINN (CONT'D)
           Precinct 47. Here.

                          ADMIRAL STATURA

                          (HYPOTHESIZING)
           If we can destroy that oscillator,
           it might de-stabilize the core and
           cripple the weapon.

                          MAJOR EMATT
           ... Maybe the planet.
          Poe then tries to bolster spirits, looking at the BIG
          HEXAGONAL STRUCTURE: the Oscillator.

                          POE
           We'll go in there and we'll hit that
           oscillator with everything we got.

                          ADMIRAL ACKBAR
           They have defensive shields that our
           ships cannot penetrate.

                          HAN
           We disable the shields.

                          (TO FINN)
           Kid, you worked there, what do you
           got?

                          FINN
           (beat, then:)
           I can do it.

                          HAN
           I like this guy.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           I can disable the shields. But I
           have to be there, on the planet--

                          HAN
           We'll get you there.

                          LEIA
           Han, how?

                          HAN
           If I told you, you wouldn't like it.

                          POE
           So we disable the shields, take out
           the oscillator and we blow up their
           big gun. All right. Let's go!
          And everyone splits.

          EXT. HANGARS, RESISTANCE BASE - DAY


          SERIES OF SHOTS: THE RESISTANCE FLEET PREPARES FOR ITS
          MISSION. Pilots inspect crafts, including Snap, Nien Nunb,
          and Poe at his black-marked X-wing. Mechanics make
          adjustments as Crews fuel the jets. Ground controllers move
          ships into takeoff formation. Pilots prep their ships,
          including BB-8, who is PULLED INTO Poe's black X-wing.
          Finn approaches Poe wearing the jacket.
          Poe slaps Finn's shoulder as he heads off. Finn watches
          Poe, despite it all, a little laugh. Over this:

          EXT. RESISTANCE BASE - DAY

          Chewie and Finn follow Han's orders as they prepare the Falcon
          for one more daring run, maybe its last:

                          HAN
           Chewie, check that donal capitator.
           Come on. Let's go. -- Finn, be
           careful with those - they're
           explosives.

                          FINN
           Now you tell me?

                          LEIA
           No matter how much we fought, I've
           always hated watching you leave.
          Han looks over, there's Leia.

                          HAN
           That's what I did it. So you'd miss
           me.
          She laughs, moves up close to him.

                         

                          (CONTINUED)

                         CONTINUED:

                          LEIA
           I did miss you.
          He looks at her, says sweetly, out of the blue:

                          HAN
           It wasn't all bad, was it? Huh?
           Some of it was...good.

                          LEIA
           ... Pretty good.

                          HAN
           Some things never change.

                          LEIA

                          (SMILES)
           True. You still drive me crazy.
          Han places his hands on her shoulders. It could be thirty
          years ago.
          They both know there's a good chance he won't make it back.
          They pull each other tight, holding for dear life. Quietly,

                         LONGINGLY:

                          LEIA (CONT'D)
           If you see our son again, bring him
           home.

          INT. STARKILLER BASE - DAY


                          STORMTROOPER
           Sir, sensors triggered in hangar
           718. We're searching the area.

                          KYLO REN
           She's just beginning to test her
           powers. The longer it takes to find
           her, the more dangerous she becomes.
          Kylo exits.

          INT. STARKILLER BASE - ATRIUM AREA - DAY

          TIGHT ON REY'S FACE as she peers nervously around a corner.
          Rey runs down a long, glossy hall, taking cover in an alcove,
          the Trooper Guard's rifle HELD TIGHT.

          EXT. LIGHTSPEED SPACE - DAY

          The Falcon SCREAMS PAST --

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Flying at LIGHTSPEED, Finn, with Han and Chewie.

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          FINN
           How are we getting in?

                          HAN
           Their shields have a fractional
           refresh rate. Keeps anything
           traveling slower than lightspeed
           from getting through.
          Finn is suddenly filled with dread.

                          FINN
           We're gonna make our landing approach
           at lightspeed?!
          Chewie, thinking it's crazy too, says: HELL YES WE ARE!

                          HAN
           Alright, Chewie, get ready.
          Chewie GROANS: he's ready. Han studies the PANEL INDICATORS.

                          HAN (CONT'D)
           And Now!
          Chewie and Han hit switches --

                         

          EXT. LIGHTSPEED SPACE/STARKILLER BASE - DAY

          The Falcon's ENVIRONMENT SHIFTS INSTANTLY FROM LIGHTSPEED TO
          PLANET ATMOSPHERE -- it's suddenly FLYING 100 FEET ABOVE THE

          SNOWY, ROCKY GROUND, HEADED FOR A THICK FOREST!

          INT. MILLENNIUM FALCON - COCKPIT - DAY


                         CHEWIE GROANS:

                          HAN

           I AM PULLING UP!!!

          EXT. STARKILLER BASE - DAY

          But the Falcon has no time -- it PLOWS through the trees!
          It then RISES --

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          ALARMS BLARE as the ship SLAMS THROUGH BRANCHES, SHOOTS TOWARD
          SKY! Han does his best to steer -- Chewie GROANS -- in the
          madness Han YELLS:

                          HAN
           I get any higher, they'll see us!
          And the ship DIVES again, back into the trees!

          EXT. STARKILLER BASE - CLEARING - DAY

          A quiet CLEARING on the forest TREELINE. Suddenly the
          MILLENNIUM FALCON HURTLES OUT OF THE FOREST! From an eruption
          of BRANCHES and PINE, the ship DIVES -- SLAMS INTO THE SNOW!
          It DIGS THROUGH A THOUSAND YARDS OF WHITE until it finally
          comes to a canted stop, half buried in the snow!

          INT. STARKILLER BASE - DAY


                          OFFICER
           Sir, she was not found in hangar 718
           but all troops are on alert.

                          KYLO REN
           Put every hangar on lock-down. She's
           going to try to steal a ship to--
          Suddenly, Kylo senses something. Something familiar.

           KYLO REN (CONT'D)
           Han Solo...

          EXT. STARKILLER BASE - DAY

          MASSIVE WIDE SHOT of an EPIC SNOWSCAPE. Han, Finn and Chewie
          cross the terrain. WALKERS appears on the horizon. Han,
          Finn and Chewie take cover behind a base structure. Chewie
          carries a BLACK DUFFEL of EXPLOSIVES.

                          FINN
           The flooding tunnels are over that
           ridge. We'll get in that way.

                          HAN
           What was your job when you were based
           here?

                          FINN
           Sanitation.

                          HAN
           Sanitation? Then how do you know
           how to disable the shields?

                          FINN
           I don't. I'm just here to get Rey.

                          HAN
           People are counting on us! The galaxy
           is counting on us--!

                          FINN
           Solo, we'll figure it out! We'll
           use the Force!

                          HAN
           That's not how the Force works--!

                         

                          (CONTINUED)

                         CONTINUED:
          Chewie MOANTALKS.

                          HAN (CONT'D)
           Oh really, you're cold?

                          FINN
           Come on!
          They follow Finn on the snowy hike. On the horizon, THE

          LASER SIPHON SHOOTING INTO THE SKY, SLOWLY SUCKING THE SUN

          DRY.

          INT. STARKILLER BASE - CONTROL ROOM - DAY

          Technicians at work, the SUN SUCKING seen in the window behind
          him.

                          GENERAL HUX
           Report.

           FIRST ORDER OFFICER
           Weapon charged in fifteen minutes,
           sir.

          INT. STARKILLER BASE - CORRIDOR 4 - DAY

          A STORMTROOPER waits to board a Transport Compartment. The
          door WHOOSHES open -- HAN, FINN and CHEWIE are there!

                          STORMTROOPER FN-9330
           Hey!
          He fumbles for his blaster but Chewie shoots first. WIDE
          ANGLE of the corridor as the Trooper flies back, dead.
          Chewie drags him out of sight. Han and Finn peer around a
          corner, wary.

                          HAN
           The longer we're here, less luck
           we're going to have. The shields?

                          FINN
           I have an idea about that.
          Han and Chewie follow Finn.

          INT. STARKILLER BASE - CORRIDOR - DAY

          Captain Phasma heads down a corridor, distant Stormtroopers.
          Suddenly Phasma is T-BONED HARD AND FAST -- SHOVED OUT OF

          FRAME BY CHEWIE!
          And now we're in a NARROW CROSS-CORRIDOR, CHEWIE WITH HIS

          ARMS AROUND PHASMA, FORCED TO FACE FINN, WHO HOLDS HIS BLASTER
          ON HIS FORMER CAPTAIN. Han stands behind Finn.

                          FINN
           Remember me?

                         

                          (CONTINUED)

                         CONTINUED:

                          CAPTAIN PHASMA

           FN-2187.

                          FINN
           Not anymore. The name's Finn, and
           I'm in charge. I'm in charge now,
           Phasma. I'm in charge.

                          HAN
           Bring it down. Bring it down.

                          FINN
           Follow me.
          Finn SMILES as we CUT TO:

          INT. STARKILLER BASE - ATRIUM AREA - DAY

          TIGHT ON REY'S FACE as she peers nervously around a corner.
          Rey runs down a long, glossy hall, taking cover in an alcove,
          the Trooper Guard's rifle HELD TIGHT.
          From this alcove, she can see down another LONG, PERPENDICULAR
          WALKWAY -- on one side, a STONE AND STEEL WALL. On the other
          side, a VAST ATRIUM, with a railing-free DROP OFF, the white
          pill-light design descending HUNDREDS OF FEET.
          At the end of this walkway is an OPEN HANGAR DOOR, revealing
          HUNDREDS OF TIE FIGHTERS parked outside.
          TIGHT on Rey's face as her plan is clear. But the problem:
          between her and the ship she wants to steal, is a GROUP OF
          STORMTROOPERS. Guards, in conversation.
          As she tries to think about what to do next, we see, FAR
          BEHIND HER in the perpendicular hall, ANOTHER GROUP OF STORM-
          and SNOWTROOPERS headed her way!
          Rey's mind races -- another peek out and she RUNS FAST, across
          the walkway, and CLIMBS DOWN -- her fingertips disappearing
          over the edge just as the Troopers approach and continue.
          WIDE SHOT as Rey holds on carefully as the guards walk off,
          not seeing her over the edge, a death drop below her.
          But then she SEES SOMETHING and has a brainstorm. She
          strenuously cross-climbs to an invisible SERVICE HATCH, which
          She opens, and climbs INSIDE THE WALL, closing the hatch
          behind her.

          INT. STARKILLER BASE - INSIDE THE WALLS - DAY

          A REMARKABLE IMAGE, inside the inner workings of the base.
          Tiny by comparison, Rey climbs amid the incredible
          infrastructure, a drop to infinity beneath her. She is
          between the LIGHT SOURCE and the WHITE PILL SHAPES, as she
          makes her way ACROSS.

          INT. STARKILLER BASE - ATRIUM AREA - DAY

          WIDE SHOT of the Stormtrooper GUARDS, above the drop off
          into the atrium. What they cannot see is a SHADOWED
          SILHOUETTE OF REY against the ENDLESS WHITE PILL LIGHTS as
          she climbs across the space, beneath them, toward her exit!

          INT. STARKILLER BASE - CONTROL ACCESS POINT - DAY

          CLOSE AS PHASMA SITS INTO FRAME in front of a WORKSTATION --
          Finn, Han and Chewie, blasters aimed. Phasma reluctantly
          works controls on the workstation.

                          FINN
           You want me to blast that bucket off
           your head? Lower the shields.

                          CAPTAIN PHASMA
           You're making a big mistake.

                          FINN
           Do it.
          Chewie MOAN/TALKS. Phasma hits a few more buttons -- the
          controls BEEP-CLICK. "SHIELDS DISABLE INITIATE". Eyes on

                         THE WORKSTATION:

                          FINN (CONT'D)
           Solo, if this works, we're not going
           to have a lot of time to find Rey.

                          HAN
           Don't worry kid, we won't leave here
           without her.
          The controls BEEP-CLICK. "SHIELDS DISABLED".

                          CAPTAIN PHASMA
           (to Finn, cruel)
           You can't be so stupid as to think
           this will be easy. My troops will
           storm this block and kill you all.

                          FINN
           I disagree. What do we do with her?

                          HAN
           Is there a garbage chute? Trash
           compactor?

                          FINN
           Yeah, there is...

          INT. RESISTANCE BASE - DAY

          An ALERT: OFFICERS at their consoles, OVERLAPPING, urgent.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          OFFICER
           General, their shields
           are down!

                          C-3PO
           Thank the Maker!

                          LEIA
           Han did it! Send them
           in!

                          ADMIRAL STATURA
           Give Poe full authorization
           to attack.

                          REAR ADMIRAL

                          GULCH
           Black Leader, go to
           sub-lights. On your
           call.

          INT. X-WING - DAY

          At LIGHTSPEED, Poe pilots:

                          POE
           Roger, base -- red squad, blue squad,
           take my lead.

          INT. X-WING - DAY

          Nien Nunb pilots, acknowledges order in alien language.

          INT. X-WING - DAY

          Another pilot, ZOLO ZIFF.

                          YOLO ZIFF
           Dropping out of lightspeed.

          EXT. SPACE/STARKILLER BASE - DAY

          With CONCUSSIVE BLASTS, the X-WINGS APPEAR and ROAR PAST
          CAMERA toward the Starkiller Base planet!

          EXT. STARKILLER BASE - CLEARING - DAY

          The CRASHED FALCON, two parked TIE FIGHTERS and a TROOP
          TRANSPORT VEHICLE beside it.

          EXT. STARKILLER BASE - CLEARING - DAY

          At a distance, the X-WINGS DROP FROM THE SKY, TOWARD THE

          HEXAGONAL OSCILLATOR STRUCTURE IN THE DISTANCE!

          EXT. STARKILLER BASE - ABOVE OSCILLATOR - DAY

          The squad of X-wings DIVE BOMBS the Oscillator, the Black
          Falcon leads. INTERCUT BETWEEN THIS AND VARIOUS X-WINGS.

          INT. X-WING - DAY


                         POE PILOTS:

                          POE
           Almost in range! Hit the target
           dead center, as many runs as we can
           get!

          INT. X-WING - DAY

          Snap pilots.

                          SNAP
           Approaching target.

          INT. X-WING - DAY

          Nien Nunb acknowledges.

          INT. STARKILLER BASE - CONTROL ROOM - DAY

          LARGE EXPLOSIONS atop the DISTANT OSCILLATOR, seen through
          the large windows! ALARMS BLARE in here -- we PULL BACK as
          Hux moves quickly to see the damage, he turns sharply to a
          First Order Officer:

                          GENERAL HUX
           Dispatch all squadrons...

                          COLONEL DATOO
           Yes, General.

          INT. X-WING - DAY


                          POE
           Let's light it up!

          DIVE BOMBING THE OSCILLATOR, HITTING IT DEAD CENTER IN QUICK

          SUCCESSION!

          INT. X-WING - DAY


           LT. BASTIAN
           Direct hit!

                          ELLO ASTY
           But no damage!
          Jess reacts.

                          POE
           Yeah, we gotta keep hitting it!
           Another bombing run! Remember, when
           that sun is gone, that weapon will
           be ready to fire! But as long as
           there's light, we got a chance.

          INT. X-WING - DAY

          A BEEPING from BB-8, riding in the back of his X-wing, and
          Poe looks out -- can't believe what he's seeing: DOZENS OF

          TIE FIGHTERS!

                          POE
           Guys, we got a lot of company!

          INT. STARKILLER BASE - JUNCTION AREA - DAY

          Finn, Han and Chewie take cover, Chewie pulling some
          EXPLOSIVES out of the duffel. Blast doors nearby.

                          FINN
           We'll use the charges to blow that
           blast door. I'll go in and draw
           fire, but I'm gonna need cover.

                          HAN
           You sure you're up for this?

                          FINN
           Hell no -- I'll go in find and try
           to find Rey --
           (improvising, fast)
           -- The troopers'll be on our tail.
           We have to be ready for that. There's
           an access tunnel that'll leads --
           (Han starts pointing
           with his chin to

                          SOMETHING BEHIND

                          FINN)
           Why are you doing that? Why are you
           doing -- this? I'm trying to come
           up with a plan.
          Finn turns -- AND SEES REY, CLIMBING OUT FROM INSIDE THE
          WALL, carefully climbing back up to the main level! He can't
          believe it! Chewie MURMURS his relief. Han is maybe more
          grateful than anyone.

          INT. RESISTANCE BASE - DAY

          A Resistance Technician turns to Leia:

                          ADMIRAL ACKBAR
           The Oscillator's still standing.

                          OFFICER
           X-wings coming back for another round
           of attacks!

          INT. STARKILLER BASE - CORRIDOR 6 - DAY

          Rey climbs up to the corridor, vigilant. She hears a SOUND,
          SWOOPS her rifle at -- Finn, Han and Chewie! She cannot
          believe it! All Finn wants to do is hug her -- and she him.

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           Are you all right?

                          REY
           Yeah.

                          HAN
           Good.

                          FINN
           What happened -- did he hurt you?

                          REY
           Finn. What are you doing here?!

                          FINN
           We came back for you.
          She is speechless -- this is all she's ever wanted anyone to
          do. Chewie TALKS -- and Rey's eyes nearly tear up.

                          FINN (CONT'D)
           What'd he say?

                          REY
           (shrugs, smiles, though
           nearly in tears)
           ... That it was your idea.
          Finn awkwardly smiles. It's his nature. They embrace.

                          REY (CONT'D)
           Thank you.

                          FINN
           How did you get away?

                          REY
           I can't explain it. And you wouldn't
           believe it.

                          HAN
           Escape now. Hug later.

          EXT. STARKILLER BASE - DAY

          The X-Wings DOGFIGHT with the TIE Fighters on the surface of
          the snowy planet. INTERCUT BETWEEN the ships SCREAMING past
          each other, and the COCKPITS of the Resistance and First
          Order fighters. Poe's fighter NEARLY COLLIDES with a close-
          passing TIE Fighter!

                          SNAP
           I got one behind me. See it?

                          JESS
           Yeah, I'm on it!

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:
          A heavy cannon emplacement launches a missile that shreds an
          X-wing fighter.

                          JESS
           Furillo's been hit!

                          SNAP
           Watch out for ground fire!

          EXT. STARKILLER BASE - DAY

          The X-wings ROAR across the sky, BLASTING and DODGING the
          TIE Fighters and missiles.
          PULL BACK TO REVEAL Han, Finn, Rey and Chewie, who run out
          here, into the snow, stopping, eyes on the sky, watching the
          lop-sided battle.

          THE FOUR HEROES TURN TO EACH OTHER, RESOLVE IN THEIR EYES.
          A long moment of communication.

                          HAN
           They're in trouble. We can't leave.
           (to Finn, re: Chewie)
           My friend here has a bag full of
           explosives. Let's use 'em.

          INT. RESISTANCE BASE - DAY

          A Resistance Technician turns to Leia:

           KAYDEL KO CONNIX
           General, are you seeing this?

                          VOBER DAND
           Two more X-wings down. That's half
           our fleet destroyed.

                          C-3PO
           And their weapon will be fully charged
           in 10 minutes! It would take a
           miracle to save us now.

          INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

          Han and Chewie arrive here to find THREE SECURITY
          STORMTROOPERS approaching a Maintenance Hatch. Instantly,
          Chewie takes out the middle one with his Bowcaster. Han and
          the other two Stormtroopers OPEN FIRE, but Han's aim is true.

          ALARMS START BLARING!

          INT. JUNCTION STATION - NEAR DARKNESS

          Running inside from a parked snowspeeder, Rey opens a service
          hatch. Finn behind her, as she reaches into the mechanics
          of the place, very much like the very first shot we saw of
          Rey.
          And she YANKS a piece of TECH from the machinery and:

          INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

          The HATCH OPENS! Han and Chewie, having been on the lookout,
          step inside, weapons poised. Chewie MOANS.

                          HAN
           That girl knows her stuff.

          INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

          Han and Chewie divide the explosives. Talk in hushed tones.

                          HAN
           We'll set the charges at every other
           column.
          He GROAN/TALKS to Han, who looks around, reconsiders.

                          HAN (CONT'D)
           You're right. That's a better idea.
           (checks his detonator)
           You take the top.

                          (CHEWIE DOES)
           I'll go down below. Detonator.
           We'll meet back here.
          They head off in opposite directions.

          INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

          Han finishes placing an explosive. Checks he's all-clear
          and hurries down to the next level. Chewie climbs up a level.

          INT. OSCILLATOR STRUCTURE - MAIN ENTRANCE - NEAR DARKNESS

          A SQUAD of Stormtroopers SNAP to alert as Kylo Ren approaches.
          CONTROLS ARE HIT and the huge DOOR OPENS. Without hesitation,
          Kylo walks INTO THE OSCILLATOR.

          INT. OSCILLATOR STRUCTURE - NEAR DARKNESS

          A COLOSSAL CYLINDRICAL STRUCTURE. DARK CORRIDORS and
          CATWALKS. Kylo Ren comes to a stop. Scans the structure.
          SENSING SOMETHING, he motions the Stormtrooper Squad upwards.

                          KYLO REN
           Find them.
          They rush past him. Kylo Ren turns slowly, and HEADS DOWN.

          INT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

          The Stormtroopers move up the ramp, weapons ready, checking
          carefully where blind corners intersect from the perimeter.
          They come round to the next higher level and PASS CLOSE TO
          CAMERA. When they've passed, TILT to find CHEWIE, in the
          shadows of the grillwork.

                         

                          (CONTINUED)

                         CONTINUED:

                         
          Once they're gone, he plants another charge.

          EXT. STARKILLER BASE - OSCILLATOR STRUCTURE - NEAR DARKNESS

          The Snowspeeder comes to a stop outside the structure. Finn
          and Rey stop for a moment, look to the sky: THE SUN IS NEARLY

          GONE.

          INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NIGHT

          Han finishes setting a charge and is about to move on when
          he HEARS SOMETHING and conceals himself behind a wide,
          vertical support. He peaks around the edge and his whole
          demeanor changes --
          HAN'S POV: Kylo Ren appears and stops at the railing, looking
          down into the filter.
          Han looks at his son with a tortured storm of feelings.
          WE'RE WITH KYLO REN as he resumes his hunt. He heads directly
          toward WHERE HAN IS HIDING! Kylo Ren has an INCREASING SENSE
          OF HAN'S PRESENCE as he moves closer. He comes to where Han
          was hiding -- but HAN IS NOWHERE TO BE SEEN.
          From his hiding place in a narrow, POWER CHAMBER in the wall,

          HAN WATCHES HIS SON PASS ONLY A FEW FEET IN FRONT OF HIM.
          Han SHIFTS HIS POSITION in the tight compartment, so he can
          watch Ren's progress. Kylo Ren turns onto a FLAT BRIDGE
          THAT BISECTS the open space.
          Unaware of his father, Kylo Ren walks purposefully across to
          the opposite side. Han watches his son walk off -- the CLANK-
          CLANK of Kylo Ren's boots receding.
          This is Han's opportunity to escape but Leia's words echo
          through his mind. He makes a decision and moves out, to the
          edge of the catwalk. He calls out, strongly:

                          HAN
           Ben!
          The name ECHOES as Kylo Ren STOPS, far across the vast
          catwalk. He turns.

                          KYLO REN
           Han Solo. I've been waiting for
           this day for a long time.
          Finn and Rey make their way into the space, opening a HATCH
          that allows A BEAM OF PRECIOUS SUNLIGHT to stream down like
          a spotlight on Han and his son. Finn and Rey get to a railing
          and look down. They can SEE and HEAR Han and Kylo Ren on
          the catwalk below.

                         

                         

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          HAN
           Take off that mask. You don't need
           it.

                          KYLO REN
           What do you think you'll see if I
           do?
          Han moves toward Kylo Ren.

                          HAN
           The face of my son.
          Kylo TAKES OFF HIS MASK. Han is JOLTED -- seeing the face
          of his son for the first time as a man.

                          KYLO REN
           Your son is gone. He was weak and
           foolish, like his father. So I
           destroyed him.

                          HAN
           That's what Snoke wants you to believe
           but it's not true. My son is alive.
          SEVERAL LEVELS BELOW them, CHEWIE comes to the rail to watch.

          INT. OSCILLATOR STRUCTURE - LOWER LEVEL - NEAR DARKNESS

          Kylo flares.

                          KYLO REN
           No. The Supreme Leader is wise.
          UP ABOVE, Finn, Chewie and Rey watch, rapt. Stormtroopers
          dot the perimeter of the structure, watching the scene.
          ON THE BRIDGE, Han moves closer, stern:

                          HAN
           Snoke is using you for your power.
           When he gets what he wants, he'll
           crush you -- you know it's true.
          Kylo hesitates. Somehow, he does know it.

                          KYLO REN
           It's too late.

                          HAN
           No it's not. Leave here with me.
           Come home. We miss you.
          For the first time, Kylo Ren seems truly conflicted. Tears
          flood his stoic eyes...

                          KYLO REN
           I'm being torn apart. I want to be
           free of this pain.

          INT. OSCILLATOR STRUCTURE - DARKNESS FALLS

          Han takes one step toward his son, but stops himself.

                          KYLO REN
           I know what I have to do, but I don't
           know if I have the strength to do
           it. Will you help me?
          Han hears his son's voice again, pained and vulnerable.

                          HAN
           Yes. Anything.
          Kylo Ren unholsters his lightsaber and SLOWLY EXTENDS IT to
          Han, within a foot of Han's chest. Han almost can't believe
          it. The moment seems to last forever. And just then, the
          LAST BEAM OF SUNLIGHT streaming through the open hatch

          VANISHES.
          Han actually smiles -- and reaches out for the dark weapon --
          but with the light now gone, KYLO REN'S EYES FILL WITH

          DARKNESS, HE IGNITES THE LIGHTSABER -- THE FIERY BLADE SHOOTS

          OUT, RIGHT THROUGH HAN'S CHEST AND BACK!

                          KYLO REN
           Thank you.
          ABOVE, Finn and Rey GASP -- SCREAM --

                          FINN

                          (PANTING)
           Solo.

                          REY

                          (ALSO PANTING)
           No, no.
          Han's last moment is looking into his son's face. HAN'S
          KNEES BUCKLE. The blade tilts down with him... until KYLO
          REN EXTINGUISHES IT AND HAN HOLDS onto the catwalk -- his
          life slipping away.
          Finally Han FALLS BACK, OFF THE CATWALK, INTO THE DEPTHS OF

          THE STRUCTURE!

          INT. RESISTANCE BASE - DAY

          Leia, feeling it instantly -- knowing -- drops into a seat,

          DEVASTATED.

          INT. OSCILLATOR STRUCTURE - NIGHT

          Kylo Ren is somehow WEAKENED by this wicked act. Himself
          horrified. His SHOCK is broken only when --
          CHEWIE CRIES OUT IN AGONY! Chewie furiously FIRES AT KYLO
          REN, HITTING HIM IN THE SIDE! Kylo Ren falls back, stunned.

                         

                         

                          (CONTINUED)

                         CONTINUED:
          Our MUSIC TAKES OVER, EPIC AND HEARTBREAKING as Stormtroopers
          FIRE AT CHEWIE, who is forced to retreat down a corridor,
          where he holds the EXPLOSIVE REMOTE -- he PUSHES THE BUTTON!
          Hearing ONLY OUR SCORE, FIRST ONE, then TWO, then FOUR, then
          SIX EXPLOSIONS rock the structure -- CATWALKS FALL as the
          walls CAVE IN!
          Kylo Ren SEES REY AND FINN, WATCHING THE EXPLOSIONS IN SHOCK --
          then they SEE KYLO REN, WHO RECOGNIZES THEM BOTH, WITH
          ASTONISHMENT. He rises to his full height and heads for
          them with long strides.
          Stormtroopers begin to BLAST AWAY AT REY AND FINN! CRAZED,

          REY FIRES BACK AS BLASTS HIT AROUND HER. FINN WRAPS AN ARM

          AROUND HER AND DRAGS/CARRIES HER OUT OF SIGHT!

          INT. RESISTANCE BASE - DAY


                          ADMIRAL ACKBAR
           The Oscillator's been damaged but is
           still functional.
          COMMODORE META reacts.

           OFFICER TABALA ZO
           Admiral, their weapon will fire in
           two minutes.

          EXT. FOREST - NIGHT

          From a distance the oscillator is ablaze and fractured from
          the explosives. Then Rey and Finn appear, coming over a
          rising, running into a bare-tree snowy forest.

                          FINN
           The Falcon's this way.
          Finn and Rey, overcome with emotion, race through the snowy
          forest -- until Finn SLOWS AND STOPS. Rey stops too, both
          out of breath. They look at each other. They both know:
          they can't run.

          EXT. STARKILLER BASE - FOREST - NIGHT

          Kylo Ren moves through the trees -- until he STOPS. Takes
          out the saber, ignites it.
          A still figure amidst the gusts of wind and snow.

          STANDING THIRTY FEET AWAY, FACING HIM, ARE FINN AND REY.
          Finn holds LUKE'S LIGHTSABER, Rey the Stormtrooper BLASTER.

                          KYLO REN
           We're not done yet.

                          REY
           You're a monster!

                         

                         

                          (CONTINUED)

                         CONTINUED:

                          KYLO REN
           It's just us now. Han Solo can't
           save you.
          After a beat, Rey moves forward with the blaster -- AIMS IT!
          Kylo Ren RAISES A HAND -- Rey struggles under his FORCE POWER --
          she can't fire -- he strains too, especially with the WOUND
          Chewie inflicted. Kylo Ren GESTURES POWERFULLY -- Rey's
          BLASTER FLIES OUT OF HER HAND -- another GESTURE and Rey
          FLIES BACK and SLAMS INTO A TREE thirty feet away!
          She drops -- LANDS HARD in the snow. Dazed, hurt.

                          FINN
           Rey! Rey! Rey... Rey... Oh no. Oh
           no no no...
          Finn turns to her, afraid and concerned. But the SOUND OF
          KYLO REN'S LIGHTSABER moving makes Finn TURN BACK TO KYLO
          REN, lit by the glowing YELLOW AND RED BLADE.

                          KYLO REN

           TRAITOR!
          In reply, Finn TURNS ON LUKE'S LIGHTSABER -- upon seeing the
          weapon, Kylo Ren REACTS IN SHOCK.

           KYLO REN (CONT'D)
           That lightsaber. It belongs to me!

                          FINN
           Come get it.
          Despite his fear, Finn raises his blade in welcome. Kylo
          Ren CHARGES at him - Finn terrified -- Kylo Ren LUNGES but
          Finn DEFLECTS Ren's SPARK-SPITTING blade!
          Kylo Ren TURNS, ATTACKS, CUTS -- amazingly Finn BLOCKS,
          COUNTER-ATTACKS -- clearly IMPRESSES KYLO REN, who only enjoys
          this challenge more!
          Rey RECOVERS, gets her bearings. Her eyes focus on the two
          men fighting, through the trees.
          Kylo Ren is obviously hampered by his wound, yet he attacks
          with a primal SAVAGERY -- Finn BLOCKS, turning DEFENSIVE
          moves into OFFENSIVE ones. And he ACTUALLY GETS A HIT IN!
          LUKE'S SABER GRAZING KYLO REN'S ARM! Kylo MOVES BACK --
          wounded, but more enraged than weakened. Kylo Ren CHARGES
          AGAIN -- their WEAPONS POUND, SPARKS FLY, their blades LOCK,
          the men are CLOSE, LIT BY the powerful, CRASHING sabers:
          And Kylo Ren PUSHES FINN BACK, attacks with pure ferocity --
          Finn is stunned -- unprepared for this fierceness.
          Rey sees this -- Kylo Ren unleashes a MERCILESS SERIES OF
          BLOWS, pushing Finn further and further back until he loses
          balance.

                         

                          (CONTINUED)

                         CONTINUED:
          That's when KYLO REN STRIKES: HE LANDS A BLOW TO FINN'S TORSO --

          LUKE'S LIGHTSABER FLIES FROM FINN'S HAND, THROWN TWENTY FEET!
          Kylo Ren TURNS OFF HIS LIGHTSABER and REACHES FOR LUKE'S

          LIGHTSABER -- BECKONING IT WITH THE FORCE.

          LUKE'S LIGHTSABER VIBRATES IN THE SNOW.
          Kylo Ren GESTURES, INCREASES HIS POWER -- LUKE'S LIGHTSABER

          FINALLY FLIES OUT OF THE SNOW, BULLETS TOWARD KYLO REN --

          -- AND SPEEDS PAST HIM!

          KYLO REN TURNS TO SEE LUKE'S LIGHTSABER LAND IN THE HAND OF

          REY, WHO STANDS, FACING HIM, HAVING REACHED FOR IT HERSELF,

          BUT UTTERLY STUNNED THAT IT LANDED IN HER HAND! SHE IS

          SHOCKED -- AND SO IS KYLO REN!
          Holding it with both hands, SHE IGNITES LUKE'S LIGHTSABER

          FOR THE FIRST TIME, HER EYES BLAZING.
          Kylo Ren IGNITES HIS SABER.
          It's REY who charges now -- Kylo Ren immediately on the
          defensive. They BATTLE POWERFULLY -- He is clearly rocked
          by her raw, innate skill.

          INT. X-WING - NIGHT


                          NIV LEK
           We just lost R-1!

                          JESS
           We're overwhelmed! What do we do?
           It isn't working!
          Another pilot looks down -- SEES THE EXPLOSION -- coming
          from the OSCILLATOR. Relatively small, it's an opening:

                          YOLO ZIFF
           Black Leader, there's a brand new
           hole in that oscillator. Looks like
           our friends got in!

                          POE
           Red Four! Red Six! Cover us!

           LT. BASTIAN
           I'm on it!

                          ELLO ASTY
           Roger!

                          POE
           Everybody else, hit the target hard!
           Give it everything you got!
          And the X-WINGS DIVE and BLAST the OSCILLATOR --

          EXT. STARKILLER BASE - OSCILLATOR - NIGHT

          Another two X-wings -- including Poe's -- soar through the
          trench leading to the oscillator structure!

                          POE
           I need some help here! I need some
           help!

           LT. BASTIAN
           I'm coming in!

                          JESS
           Watch out!

                          ELLO ASTY
           I'm hit!
          The alien pilot's X-wing is blasted to pieces.

                          POE
           All teams - I'm going in! Pull up
           and cover me!

                          NIV LEK
           Copy that, Black Leader! Good luck,
           Poe!
          The trailing X-wings peel off as Poe's black fighter darts
          into the fiery breach.

          INT. STARKILLER BASE - CONTROL ROOM - NEAR DARKNESS

          Outside, the SUN ALMOST COMPLETELY GONE -- PULL BACK THROUGH

          THE WINDOW TO REVEAL A STARKILLER TECHNICIAN:

                          STARKILLER TECHNICIAN
           Weapon at full capacity in thirty
           seconds.

                          GENERAL HUX
           Prepare to fire.

          EXT. STARKILLER BASE - OSCILLATOR - NIGHT

          Poe's X-wing weaves through the breach. A pursuing TIE
          fighter does not clear the gap, leaving Poe to circle the
          interior of the unguarded structure, firing volley after
          volley of torpedoes.

          EXT. STARKILLER BASE - OSCILLATOR - NIGHT

          The remaining X-Wings -- including Poe's -- BLAST the place --
          and the structure begins to CRATER, deep underground

          EXPLOSIONS!

          EXT. FOREST - NIGHT

          Amid the BARE WHITE TREES, ONLY TWO LIGHTSABERS -- LUKE'S
          BLUE AND REN'S YELLOW-RED -- ILLUMINATE the FLURRIES OF SNOW
          as Rey and Kylo Ren BATTLE HARD.
          She seems to be, impossibly, STRONGER THAN HE IS for half a
          dozen blows -- until he FINDS HIS STRENGTH and FIGHTS BACK --
          MOVING FORWARD and PUSHING REY BACK, into the forest.
          Suddenly a COLOSSAL CHUNK OF THE FOREST RIGHT BEHIND REY
          DROPS AWAY! Rey is suddenly fighting on the EDGE OF A

          MASSIVE, BRAND NEW CLIFF!

                          KYLO REN
           You need a teacher! I can show you
           the ways of the Force!

                          REY
           The Force.
          Rey closes her eyes for a long beat. When Rey opens them,
          she is centered, fortified, and she POUNDS BACK, SINGLE HANDED
          SWIPES, hitting Ren's gnarly, spitting saber with incredible
          FORCE. It's so fast now, so furious, that Kylo Ren FALLS
          BACK -- She ATTACKS HARDER!
          Ren gets up again but she HITS HIS SABER'S HILT -- HIS BLADE
          GOES FLYING OFF, TUMBLING INTO THE SNOW -- and she SLASHES

          AGAIN AND AGAIN AND HITS KYLO REN SQUARE IN THE HEAD AND

          CHEST. HE GOES DOWN, SUDDENLY A FEARFUL MAN, A LARGE BURN
          SCAR SLASHED ACROSS HIS FACE! He still reaches for his saber.
          And she could kill him -- right now, with ONE VICIOUS STRIKE!
          But she stops. Realizing she stands on a greater edge than
          even the cliff -- the edge of the dark side. The earth
          SHAKES. The earth splits. A gully forms.

          INT. STARKILLER BASE - CONTROL ROOM - NIGHT

          The area where the RALLY was held is now COLLAPSING into a
          giant sink hole! We WHIP PAN to a YOUNG TECHNICIAN, who
          watches this out the control room window in horror. He
          hurries off, passing COLONEL DATOO, who admonishes:

                          COLONEL DATOO
           Lieutenant, get back to your station!

                          YOUNG TECHNICIAN
           (stops, fleetingly)
           Just look. We won't survive -- even
           Hux has gone!
          As he hurries off, WE HEAR:

           GENERAL HUX (V.O.)
           Supreme Leader.

          INT. STARKILLER BASE - ASSEMBLY ROOM - NIGHT

          Hux stands before SNOKE'S IMAGE. Relative quiet here, but
          distant SOUNDS OF DESTRUCTION. Hux tries to keep it together
          but is horrified, heartsick:

                          GENERAL HUX
           The fuel cells have ruptured. The
           collapse of the planet has begun.
          Snoke takes this in. Furious, desolate... knowing.

                          SNOKE
           Leave the base at once and come to
           me with Kylo Ren.

                          (GRIM)
           It is time to complete his training.

          EXT. FOREST - NIGHT

          Rey turns, runs a hundred feet through the forest to:
          FINN, who lies, near death, not far from where the GROUND
          FELL AWAY. Rey falls to her knees near him, turns him over,
          sees his cauterized but possibly fatal wound.

                          REY
           Finn! Finn...
          Tears come to her eyes as she lifts him, holds his lifeless
          body in her arms. Snow flurries around them as she cries,
          holding this boy who she just met, who she already adores.
          They are left here to die -- nearby MORE TREES DROP as the
          planet continues to COLLAPSE. And just as it seems like all
          is lost... Her wet eyes look up to see:

          LIGHTS RISE FROM THE NEWLY-FORMED CANYON -- IT'S A SHIP WE
          KNOW -- IT'S THE MILLENNIUM FALCON -- and its lights

          ILLUMINATE REY, WHOSE FACE FILLS WITH HOPE!
          CHEWIE IS AT THE CONTROLS. He ROARS to them!

          EXT. FALCON - NIGHT

          Chewie exits the ship.
          MOMENTS LATER Chewie CARRIES FINN up the ramp. Rey hurries
          with them back into the ship --

          INT. FALCON - NIGHT

          Chewie carries Finn inside, followed by Rey.

          EXT. SPACE - NIGHT

          And we FLY WITH THE FALCON as it leaves the planet -- we can
          see CHEWIE AND REY PILOTING, the COLLAPSING PLANET BEHIND
          US. The Resistance X-wings, led by Poe, follow the Falcon.

          INT. X-WING - NIGHT


                          POE
           All teams! I got eyes on them!

                          SNAP
           Yes!
          The X-wings ROAR OFF, skyward as the MUSIC SOARS, the PLANET
          IMPLODES -- THE SUNLIGHT IT CONTAINS BURSTS FORTH, and as we
          get further and further distance from what was Starkiller
          Base, we witness the REBIRTH OF A SUN. Light restored to a
          corner of the galaxy.
          The Millennium Falcon and the X-wings RIP THROUGH SPACE,
          headed home.

                          POE
           Our job's done here. Let's go home!

          EXT. D'QAR - DAY

          ESTABLISHING SHOT as the Falcon on the landing strip.

          EXT. RESISTANCE BASE - DAY

          The Falcon has landed among the remaining Resistance ships.
          Poe is there, watching as Chewie scuttles down the ramp
          carrying an unconscious Finn. Medical Personnel and Officers,
          meet them, usher them inside.

                          MEDIC
           Easy, easy. He's hurt. We've got a
           heartbeat.
          Rey walks down the ramp and sees, for the first time, Leia.
          C-3PO and BB-8 behind her. The crowds are cheering.
          Rey is so sad for Leia, so sorry.
          The two women move for each other. And Leia takes Rey's
          face in her hands. Despite her heartbreak, she is grateful.
          She embraces Rey. A mother's embrace.
          Rey cries, too, in this emotional first meeting.

          INT. RESISTANCE BASE - DAY

          Chewbacca sits quietly, as do many in the base, mourning
          their losses.
          As BB-8 approaches R2-D2, the long dormant droid suddenly
          stirs. The droids beep at each other.

                          C-3PO
           R2-D2! You've come back! You found
           what? How dare you call me that!

                          (MORE)

                         

                         

                          (CONTINUED)

                         CONTINUED:

           C-3PO (CONT'D)
           (he swats R2-D2, who

                          CONTINUES BEEPING)
           Find Master Luke how? Come, R2! We
           must go tell the others at once!

          INT. RESISTANCE BASE - DAY

          Leia stands alone and in silence, heartbroken.

           C-3PO (O.S.)
           General? Excuse me, General?
          Leia turns to see droids.

           C-3PO (CONT'D)
           R2-D2 may contain some much needed
           good news.

                          LEIA
           Tell me.
          Rey stands with Leia, Poe C-3PO, BB-8 and a handful of
          Resistance Officers. Suddenly R2-D2 PROJECTS A HOLOGRAM! A

          LARGE NAVIGATIONAL MAP WITH A SPECIFIC MISSING CHUNK!
          BB-8 BEEPS -- Poe turns to him --

                          POE
           Yeah, all right, buddy, hold on --
          Poe runs over -- removes the ancient data device that Lor
          San Tekka had given him from a base computer. He inserts it
          back inside BB-8, who then PROJECTS HIS MAP -- which he
          SHRINKS DOWN TO SIZE -- and the two droids MOVE SLIGHTLY --

          TOGETHER -- THE TWO HOLOGRAMS UNITE, BB-8'S PIECE FILLING IN

          R2-D2'S PERFECTLY!
          Everyone REACTS -- amazed --

                          C-3PO
           Oh! The map! It is complete!

                          LEIA
           (hand on her heart)
           -- Luke --
          Suddenly there are CHEERS AND EMBRACES.
          C-3PO leans down to R2-D2 and says, quietly, sweetly:

                          C-3PO
           (to R2-D2)
           Oh my dear friend. How I've missed
           you.

          INT. RESISTANCE BASE - I.C.U. - DAY

          A NEW DAY. Finn, unconscious in an I.C.U. POD. His fate
          uncertain. Rey sits with him. Deeply worried. Finally she
          leans in, close to him. She kisses him and says, quietly,
          despite her fear:

                          REY
           We'll see each other again. I believe
           that. Thank you, my friend.

          EXT. D'QAR - DAY

          Chewie does last minute checks of the Falcon. Rey stands
          with Leia a beat and then turns to head to the Falcon. As
          Rey walks off, she hears Leia call out:

                          LEIA
           Rey.
          Rey turns around.

                          LEIA (CONT'D)
           May the Force be with you.
          This fills Rey up. She smiles gratefully. Rey crosses to
          the Falcon.

          INT. MILLENNIUM FALCON - COCKPIT - DAY

          Rey sits in the pilot seat, Chewie as co-pilot. Rey looks
          at him compassionately.
          Rey FLICKS SWITCHES and --

          EXT. D'QAR - DAY

          The Millennium Falcon RISES.
          Leia, with Poe, BB-8, and C-3PO (with his proper arm
          replaced), watches the next generation of Jedi begin her
          journey.

          EXT. SPACE - DAY

          The Falcon FLIES through space and BLASTS to LIGHTSPEED.

          EXT. AHCH-TO - DAY

          A pristine and mighty OCEAN. Endless BLUE, dotted with
          random, beautiful, mountainous BLACK ROCK ISLANDS, dotted
          with countless GREEN TREES.
          The Millennium Falcon FLIES INTO VIEW, BANKS toward one of
          the ISLANDS.

          EXT. AHCH-TO ISLAND - DAY

          Rey, her staff strapped to her back, begins her hike up the
          considerable mountain, glancing back at Chewie and R2-D2,
          who watch her from the bottom of the ramp. A deep breath
          and Rey continues her journey.

          EXT. AHCH-TO ISLAND - STONE STAIRS - DAY

          Built within the rock and foliage of this idyllic island are
          seemingly endless ANCIENT STONE STEPS. Rey continues to
          climb them, determined, despite her fatigue.

          EXT. AHCH-TO ISLAND - STONE STRUCTURES - DAY

          Rey arrives at a clearing. Small, modest, primitive stone
          structures. But no one around. Rey walks past them, sees,
          senses no one.

          And then she stops. Feels something. She turns.
          Standing forty feet away from her, his back to us, is a MAN,
          in a CLOAK AND ROBE.

          Rey stares, knowing exactly who it is. But she just stares
          for what seems like forever. Until he finally TURNS, SLOWLY,
          to her. Pulls back his hood.

          IT IS LUKE SKYWALKER.

          Older now, white hair, bearded. He looks at Rey. A kindness
          in his eyes, but there's something tortured, too. He doesn't
          need to ask her who she is, or what she is doing here. His
          look says it all.

          In response, Rey pulls something from the pack.

          LUKE'S LIGHTSABER.
          And she holds it out to him. An offer. A plea. The galaxy's
          only hope.

          HOLD ON LUKE SKYWALKER'S INCREDIBLE FACE, amazed and
          conflicted at what he sees, as our MUSIC BUILDS, the promise
          of an adventure, just beginning...

                         

                         

                          THE END

Star Wars: The Force Awakens



Writers :   Lawrence Kasdan  J.J. Abrams  Michael Arndt
Genres :   Action  Adventure  Fantasy


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