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               FADE IN:

               EXT. BLACKENED BATTLEFIELD -- EVENING

               Rain pours onto a corpse riddled field from the dark clouds 
               looming above.  

               Soldiers in green combat armor crouch behind piles of rubble, 
               the remnants of a once vast complex.  

               The screech of mortar shells is heard just before the world 
               erupts in a cacophony of explosion.

               Close up: JOHN SION, early fifties and extremely well built 
               for his age, is wearing a small pack and crouching behind a 
               partition of scorched metal, covering his head with his hands. 

               A mortar hits on the opposite side of the partition, some of 
               the earth it sends into the air showers down around him. 

               A small red counter on his gun reads "01".  He looks pensively 
               at a detonator in his hand.  

                                     SION
                              (speaking into a mic 
                              attached to his helmet)
                         That'll be the last of it.  Everyone 
                         be ready.

               Thirty men in red armor cautiously advance on the rubble.  
               Five light tanks hold back to cover them.

                                     SION (CONT'D)
                         Steady men.  Hold.

               The red army reaches the first of the rubble.

               RED SERGEANT motions and ten of his soldiers kneel behind 
               the rubble, setting up machine guns.  The rest advance to 
               the next layer.

                                     SION (CONT'D)
                         Hold.

               The next ten soldiers begin setting up their machine guns, a 
               few yards ahead of the first.

               The remaining ten advance while the original line begins to 
               disassemble their tripods.

                                     SION (CONT'D)
                         Now!

               The green soldiers appear in unison and fire a volley into 
               the approaching enemy.  

-----------------------------------------------------------------------------------------------------
                                                                         2.


               The Red army is caught off guard, with two thirds of them 
               busy assembling or disassembling their gun mounts.  

               Sion's weapon, a rail gun, fires a laser like discharge.  
               The blast  blows through a large pile of rubble, the red 
               soldier behind it, and keeps going into infinity.

               Close up:

               RED SOLDIER #1 falls to the ground, a gaping hole in his 
               chest, his eyes lifeless.

               INT. BOARD ROOM -- CONTINUOUS

               Red Soldier #1 is in a red capsule, lit with a soft blue 
               light from above.  The capsule is filled with water and 
               surrounded by industrial machinery.  It looks almost gothic.  

               He wears only goggles, with a small breathing apparatus in 
               his mouth.  There is no hole in his chest, but the soft blue 
               light above him goes out.

               EXT. BATTLEFIELD -- CONTINUOUS

               Sion's gun reads "00".  He drops it to the ground and draws 
               a shotgun from his pack as he returns to his cover.

                                     SION
                         Be ready. 
                              (Grips the detonator 
                              tightly.)
                         And . . . Now! 

               Sion fires the detonator, a wall of fire erupts between the 
               two armies.

               Reveal: All of the green soldiers are gone. 

                                                                    CUT TO:

               EXT. GULLY -- CONTINUOUS

               Sion leads seven other men as they crawl on their bellies 
               across the bottom of a small gully.  He motions to his men 
               to stop as he assembles a small bazooka from parts in his 
               pack.

                                                                    CUT TO:

               SION'S POV-A small red X in the center of the bazooka's view 
               finder comes to rest on one of the tanks.  

               He fires.  A small plus shaped device hits and attaches itself 
               to the side of the tank.  He continues firing until he has 
               hit all five tanks. 

-----------------------------------------------------------------------------------------------------
                                                                         3.


               He flips open a small hatch on the back of the weapon, 
               revealing a control panel.  He pushes a button and instantly 
               the tanks explode.

                                     SION
                         Go!  Go!  Go!

               He leads the soldiers out of the gully toward the destroyed 
               tanks.  He gets about 10 feet out kneels, takes aim, and 
               fires, covering his men as they run behind him.

               EXT. BATTLEFIELD -- CONTINUOUS

               Red Sergeant fires.  GREEN SOLDIER #1 falls to the ground.

               INT. BOARD ROOM -- CONTINUOUS

               Green Soldier #1 is in a capsule identical to Red Soldier 
               #1's, only the casing is green instead of red.  

               The soft blue light above him goes out as well.

               EXT. BATTLEFIELD -- CONTINUOUS

               Sion and his men have taken up defensive positions behind 
               the tanks.  They fire volley after volley into the ranks of 
               the red soldiers.

                                     RED SARGEANT
                              (Making a forward 
                              motion.)
                         Attack!

               The red soldiers charge, firing as they go, many of them 
               fall before reach the tanks.

               INT. BOARD ROOM -- CONTINUOUS

               The wall is lined with capsules.  Some are red, some are 
               green.  The lights in the red capsules begin to go off 
               rapidly, but the seven remaining green capsule lights stay 
               on.

               EXT. BATTLEFIELD -- CONTINUOUS

               Sion charges the advancing enemy.  He hits one with the butt 
               of his shotgun, fires into the belly of another and slams 
               into Red Sergeant.

               Sion rips  Red Sergeant's gun from his hands and hits him 
               with it.

               Red Sergeant falls back first on to the ground.  Sion levels 
               the gun at him.  He raises his hands, signaling surrender

-----------------------------------------------------------------------------------------------------
                                                                         4.


               Sion looks around to see that the remnants of the red army 
               have given in as well

                                                                    CUT TO:

               INT. BOARD ROOM -- DAY

               A group of military officials are sitting at a large 
               conference table.  In front of each one is a small folder.  
               They have been watching a huge monitor of the battlefield.  
               Below the monitor are the capsules.  The soft blue lights 
               turn on and the fluid begins to drain from them.  

               The capsules are virtual reality terminals.  As the fluid 
               drains from each man's capsule, his image on the monitor 
               fades out.  

               A door at the back of each terminal opens and both green and 
               red soldiers exit into the locker room.

               INT. LOCKER ROOM -- CONTINUOUS

               The green soldiers sit on one side putting on businesses 
               suits, as the red soldiers don marine uniforms.  Red Sergeant 
               approaches Sion.  He offers him his hand, they shake.

                                     RED SARGEANT
                         Amazing.  Truly amazing.

                                     SION
                         I know.

               INT. BOARD ROOM -- CONTINUOUS

               The monitor has gone blank.  Major Jenson, early thirties 
               with a primly trimmed mustache, is exuberant.

                                     MAJOR JENSON
                         Astounding.  Imagine!  Core marines 
                         training on this thing every day!  
                         We'll be unstoppable.

               General Weldon, mid sixties and completely bald, lights a 
               cigar.

                                     GENERAL WELDON
                         We are unstoppable.  

               The rest of the officials share a look.  

                                     MAJOR JENSON
                         Sir, they just beat our best.  
                         Businessmen beat our Best.  

               The general gives him a piercing look.  

-----------------------------------------------------------------------------------------------------
                                                                         5.


                                     GENERAL WELDON
                         The man is too far past his prime.  
                         I'm sure this whole contraption is 
                         built with outdated, and unnecessarily 
                         expensive parts.

                                     CAPTAIN WETZEL
                         Forgive me sir, but I refuse to 
                         believe John Sion is out of touch 
                         with technology.  

                                     GENERAL WELDON
                         His contributions are undeniable, 
                         but I think we've outgrown our need 
                         for him.  I will not patronize a 
                         fossil while-- 

               Sion enters, charged with energy and carrying a blue folder.  
               He takes his place at the head of the table. 

                                     SION
                         Good evening Gentleman.  I hope you 
                         like apples.

               Sion points a remote at the conference table.  A small hatch 
               in front of each person opens and a bowl of apples rises 
               from it.

               The General reaches for an apple and his hand passes through 
               it.

                                     SION (CONT'D)
                         Until recently this was the best 
                         virtual reality had to offer.  Cheap 
                         holographic tricks.

               The General Scowls. 

                                     SION (CONT'D)
                         It appealed only to sight and sound,  
                         rendering it little more than a 
                         novelty.  Well gentleman those days 
                         are over.

               Sion clicks the remote again and the apples disappear. 

                                     SION (CONT'D)
                         This system caters to all five senses.  
                         It can only be compared to an out of 
                         body or otherworldly experience.  
                         You can train anyone for any situation 
                         you can dream up. 

                                     GENERAL WELDON
                         Our current methods are more than 
                         sound.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     GENERAL WELDON (CONT'D)
                         Furthermore we could never dream of 
                         affording to train our entire reserve 
                         with this system.  Perhaps an elite 
                         unit  . . .

               Sion pushes a small red button under the table next to his 
               seat.

               INT. SECRETARY'S OFFICE -- CONTINUOUS

               GABRIEL TESSIER is typing at her desk.  A buzzer goes off.  
               She exits.

               INT. BOARD ROOM -- CONTINUOUS

               Sion continues to push the button as he talks. 

                                     SION
                         Let me put it this way.  The contract 
                         stipulates that you own the prototype, 
                         but not the technology.  If you're 
                         not interested in buying maybe your 
                         competitors will be.  Are you willing 
                         to take that risk? 

               Gabriel enters the room, walks brusquely toward SION and 
               whispers in his ear.

                                     SION (CONT'D)
                         Well it appears I have a pressing 
                         engagement to attend to.  Our 
                         projections are outlined in the 
                         dossier.  If you have any further 
                         questions contact McKinley in the 
                         development department.  If there 
                         isn't anything else I'm afraid you'll 
                         have to excuse me.

               Gabriel follows Sion out of the room.

                                                                    CUT TO:

               INT. RECEIVING ROOM -- CONTINUOUS

               There are a few couches and chairs centered around a small 
               table, on which rests some magazines and two books, Dante's 
               Divine Comedy and The Prophecies by Isais.

               Sion and Gabriel enter from the board room.  Sion slams the 
               doors shut behind them.

                                     SION
                         Idiots!  I'm trying to help them!
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     SION (CONT'D)
                         If I had to sit there and feed simple 
                         statistics to those baboons for 
                         another minute there'd be hell to 
                         pay.  I haven't failed them once and 
                         still they doubt me. 

                                     GABRIEL
                         That bad huh?

               Sion leans against the doors and loosens his tie. 

                                     SION
                         No.  They'll pass the report up a 
                         notch.  Hopefully someone on that 
                         level will realize what an asset 
                         this will be.  Any messages?

                                     GABRIEL
                         Yes.  Dr. Morgan wanted to know if 
                         the training exercise helped.

                                     SION
                         Won't know the answer to that until 
                         tonight. 

                                     GABRIEL
                         And Lucy called.  She said it was 
                         urgent. 

               INT. SION'S QUARTERS -- NIGHT

               Several military decorations, including a distinguished 
               service cross are arranged around a print of Bosh's "Garden 
               of Earthly Delights"

               Sion removes a large knife strapped to his wrist and drops 
               it onto his desk next to his briefcase.  A framed article on 
               the desk reads "War Hero Leads Tech Division Into New Era." 

               He pours a drink as he dials a keypad on his desk.  The print 
               of "Garden of Earthly Delights" is actually a monitor.  It 
               fades to a screen which reads "Establishing link to Ethereal 
               Sky."

                                     COMPUTER VOICE (O.S.)
                         The channel you have requested is 
                         secure.  Your personal identification 
                         number is required for access.

                                     SION
                         Sion 1237104-03-100

                                     COMPUTER VOICE (O.S.)
                         Welcome John Sion.  You have been 
                         pre-approved for level 1 security 
                         access.  

-----------------------------------------------------------------------------------------------------
                                                                         8.


               The screen now reads "Open line established.  Awaiting 
               answer."  

               An image of LUCY FERRIS appears on the monitor.  She is in 
               her late twenties and very attractive.  Dark hair and piercing 
               blue eyes.

                                     LUCY
                         Hi Daddy!  My project is complete!

                                     SION
                         Congratulations. 

                                     LUCY
                         We demo tomorrow, I want you to be 
                         there.

                                     SION
                         What is it?

                                     LUCY
                         I'd rather not say.  These uplinks 
                         are never secure enough, but I can 
                         promise that it won't disappoint.  
                         This will rival even your best work.

                                     SION
                         Now I am intrigued.  How could I say 
                         no?

                                     LUCY
                         Good.  I'm having a ship sent for 
                         you at 11:00 hours.  Thanks Daddy.

                                                               DISSOLVE TO:

               INT. SION'S QUARTERS -- NIGHT

               Sion lies on a king sized bed.  He moans as he tosses back 
               and forth.  He sits up violently, his forehead covered in 
               sweat.

               He hits a button on a keypad next to his bed.  A section of 
               the wall fades into a screen that reads "Dialing Dr. Morgan 
               at home."

               He reaches over to his nightstand and grabs a small plastic 
               bottle.  He dumps two pills into his hand and swallows them 
               without water.

               A picture of DR. SAMUEL MORGAN, mid sixties, balding, appears 
               on the monitor.

                                     DR. MORGAN
                         Hello.  I'm unable to take your call 
                         at the moment.  Please leave a message 
                         and I will get back to you.

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     SION
                         I didn't purge a damned thing Sam.  
                         Just brought back more memories.  
                         I'll be away tomorrow but I want an 
                         appointment Monday.  Thanks.

               Sion hits a button on the keypad and the screen disappears.  
               He opens a drawer in his nightstand, revealing a worn copy 
               of Paradise Lost and an award for technical achievement.  He 
               grabs the book and begins to read. 

               EXT. LANDING PLATFORM -- MORNING

               A small spacecraft, the Seraphim, sits on the platform.  A 
               mechanic lies on his back underneath it, fiddling with the 
               fuel injection system.   

               In front of the entry ramp stands CHRIS MICHAELS.  A sniveling 
               nerd in his mid twenties.  He wears a loose business suit to 
               hide how thin he is.  

                                     CHRIS
                         How close are you?

                                     MECHANIC
                         Shouldn't be long now sir.

               Chris removes his glasses and wipes his forehead with a  
               squarely folded white handkerchief.

               The mechanic twists a wrench.  The underside of the ship 
               begins to spark.  He scrambles to turn the wrench back as 
               the sparks hit him in his face.

                                     MECHANIC (CONT'D)
                              (To himself.)
                         Dammit. 

               Sion enters.  Chris offers him his hand.

                                     CHRIS
                         Hello sir.  Chris Michaels.  I'm 
                         Miss Ferris's assistant.  She asked 
                         me to come and see you to the station.

                                     SION
                         How thoughtful.
                              (Looking at the 
                              mechanic.)
                         Problem?

                                     CHRIS
                         No sir.  Just a slight malfunction.  
                         We should be underway in a minute or 
                         so.  If you'll follow me I'll help 
                         you get settled.

-----------------------------------------------------------------------------------------------------
                                                                        10.


               Chris leads Sion up the entry ramp.  Sion leans down to the 
               mechanic.

                                     SION
                         Look for blockage above the 
                         transducer.  That tends to happen.

               The mechanic's eyebrow raises.  He puts the wrench into his 
               tool box a retrieves screwdriver.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               The compartment is filled with leather couches.  There is a 
               mini-bar in the corner.  Sion and Chris enter.  The hatch 
               closes behind them. 

                                     CHRIS
                         Would you like a drink?

                                     SION
                         He's not coming with us?

                                     CHRIS
                         Who?

               Sion sits down on one of the couches. 

                                     SION
                         The mechanic.  I'll have a scotch.

               Chris pours two very tall scotches.

                                     CHRIS
                         All crew enter from a service hatch 
                         under the ship.  
                              (Handing Sion the 
                              drink.)
                         It's the only way into the cockpit.  
                         This is a convert from a penal 
                         transport.

                                     SION
                         Ah ha.  So this is a government funded 
                         project?

                                     CHRIS
                         Officially I have no comment.  But 
                         yes.

               Sion smiles.  He tilts his head back and takes the drink in 
               one shot.

                                     SION
                         All or nothing.  Words to live by. 

               Chris stares into his drink.  He tilts his head back to slam 
               it but comes up short.

-----------------------------------------------------------------------------------------------------
                                                                        11.


               He winces and coughs, choking on the liquor.

                                     PILOT'S VOICE (O.S.)
                         Sorry for the delay but we are now 
                         underway.  The slight increase in G 
                         force you're experiencing will be 
                         over in . . . Three . . . Two . . . 
                         One.  And we're free.

                                     CHRIS
                              (Chris carefully sips 
                              at his drink.)
                         Almost there.

                                     SION
                         The platform is in Earth orbit?

               Chris nods.

                                     CHRIS
                         I'm afraid I can't comment on that. 

                                     SION
                         Don't suppose you could tell me 
                         anything about the project.

                                     CHRIS
                         No.  I'll leave that to Miss Ferris.

               EXT. EARTH ORBIT -- CONTINUOUS

               The Seraphim approaches a huge space station.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               A picture of the station appears on a view-screen.

                                     CHRIS
                         It's a bit outdated, I think the 
                         gravity simulator is based on one of 
                         your earliest designs, but the entire 
                         thing has been assigned to us so we 
                         manage fairly well.

               EXT. EARTH ORBIT -- CONTINUOUS

               The Seraphim passes through an opening in the side of the 
               station.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               The lights fade out for a second.

                                     CHRIS
                         We're passing through the magnetic 
                         field.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     CHRIS (CONT'D)
                         Screws with the lights but it keeps 
                         the vacuum out of the docking bay. 

               There is a loud BANG.

                                     CHRIS (CONT'D)
                         Welcome to the Ethereal Sky research 
                         platform.

               Chris finishes his drink as the two stand.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim is one of many small ships in the cavernous 
               bay.  Crates are stacked everywhere.  The mechanic, pilot, 
               and copilot exit through the service hatch. 

               RAPHAEL PHOENIX, 30, well muscled, and wearing a military 
               uniform, waits as the Seraphim's entry ramp lowers.

               The mechanic removes a fuel canister from a nearby crate and 
               pours it into the Seraphim.  Chris leads Sion down the ramp 
               to Phoenix.

                                     CHRIS
                         This is our chief security officer 
                         Raphael--

                                     SION
                         Phoenix.  We've met.

               Sion and Phoenix share a cold look.

                                     CHRIS
                         Well . . . Um-- 

                                     PHOENIX
                         If you'll follow me we can get the 
                         demonstration underway.

               INT. CORRIDOR -- CONTINUOUS

               The walls, floors and ceiling are nothing more than stainless 
               steal panels.  Phoenix leads Sion and Chris down a corridor.  
               He speaks into a microphone on his lapel.

                                     PHOENIX (CONT'D)
                         Sion has arrived on schedule.  Please 
                         alert miss Ferris.

               They reach the end of the hall and a door slides open 
               revealing the teleporter room. 

-----------------------------------------------------------------------------------------------------
                                                                        13.


               INT. TELEPORTER ROOM -- MOMENTS LATER

               The room is full of monitors and instrument panels.  At least 
               one TECHNICIAN stands in front of each panel.  One monitor 
               depicts a board room full of people in business suits, the 
               rest appear blank. 

               A large window on one side of the room provides a view of 
               Earth below.

               Chris singles out JASSON GREY, one of the technicians 

                                     CHRIS
                              (To Grey.)
                         Everything ready?

                                     GREY
                         Yes sir we are fully qued up.

               Lucy enters. 

                                     LUCY
                         Daddy!

               She hugs Sion tightly.

                                     CHRIS
                         He's your father? 
                              (Beat.)
                         You're John Sion's Daughter?! 

               Phoenix rolls his eyes. 

               Lucy assumes a professional manner.

                                     LUCY
                         I never tell anyone.  I wanted to 
                         succeed on my own reputation, not 
                         his.  That's why I changed the name.  
                              (Gesturing to the 
                              control panel.)
                         Are we ready?

                                     CHRIS
                         When you are.

               Chris stands behind a master control panel, begins to 
               calibrate it.

                                     SION
                         What's going on?

                                     LUCY
                         You and Phoenix will be acting as 
                         witnesses.  Phoenix as a government 
                         official, you as third party.

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     SION
                         What're we witnessing?

                                     LUCY
                         The first official matter transport.

                                     SION
                         Excuse me? 

               Chris pushes a button on the instrument panel.  A small door 
               slides open, revealing a space the size of a large closet, 
               with a huge white circular light above and below.  The space 
               is lined with a network of metal plated tubes.  A scanner at 
               the back moves up and down continuously.

               Lucy stands in the space.  An infrared scan of her appears 
               on one of the monitors, her vital signs on another.

                                     LUCY
                         I'm going to be scanned on a sub-
                         atomic level.  My electrons will be 
                         converted into an electric signal 
                         which is sent to Earth.

               Phoenix notices the hilt of Sion's knife sticking out of his 
               sleeve.  He double checks his pistol to make sure it is 
               loaded. 

                                     LUCY (CONT'D)
                         Once there it will be bonded with 
                         protons and neutrons waiting in a 
                         facility identical to this one.  
                         Essentially I'm destroyed here and 
                         recreated on Earth.

                                     SION
                         Ingenious.

                                     LUCY
                         I know. 

               She Gestures to the monitor of the people in business suits. 

                                     LUCY (CONT'D)
                         Everyone in that assembly is a 
                         potential buyer.  I'm gonna kill 
                         'em.  

                                     SION
                         This has been fully tested?

                                     LUCY
                         We've sent everything we can think 
                         of both ways.  Went off without a 
                         hitch.  Don't worry, It'll be fine.

-----------------------------------------------------------------------------------------------------
                                                                        15.


               Lucy nods to Chris.  He hits a small red button and pushes a 
               lever forward.

               The remaining monitors come alive, registering hundreds of 
               facets of data. 

               LUCY'S POV-The colors in the room slowly fade to several 
               shades of deep red.

               Lucy waves her hand in front of her face, observing the new 
               color scheme.  She begins to look less and less solid as her 
               body fades into a translucent outline.

               Chris pats his forehead with his handkerchief. 

               LUCY'S POV-The shades of red fade into black.

               INT. BOARD ROOM-EARTH -- CONTINUOUS

               A shadow of Lucy slowly appears in the counterpart mechanism.

               INT. TELEPORTER ROOM -- CONTINUOUS

               The shadowy outline of Lucy slowly fades into nothing.  She 
               Screams.

               One of the monitors begins to flash red.  The technician in 
               front of it looks up at Chris, panic stricken.  An alarm 
               sounds.

               INT. BOARD ROOM-EARTH -- CONTINUOUS

               The counterpart mechanism begins to spark and flare.  The 
               shadow of Lucy fades in and out.

               Fire burst out from hundreds of exploding cables buried behind 
               the wall and above the ceiling.

               The buyers trample over each other as the scramble out of 
               the room. 

               Two steel beams fall through the ceiling, landing in the 
               pattern of an inverted cross.

               INT. TELEPORTER ROOM -- CONTINUOUS

               The monitor of the board room on Earth loses its signal.

               The vital signs monitor goes haywire.

                                     SION
                         Bring her back.

               Chris looks at Sion, his face riddled with confusion.

                                     SION (CONT'D)
                         Bring her back!

-----------------------------------------------------------------------------------------------------
                                                                        16.


               Chris fuddles with the controls at the master panel, pulls 
               the lever back.  All the monitors begin flashing red.

               A shadow appears in the teleporter.  A garbled distortion of 
               Lucy's voice reverberates through the room.

                                     LUCY
                         Help me . . . 

               The shadow in the teleporter slowly fades into a solid form.  
               It is a badly mutated version of Lucy.  Her hands are clawed 
               and she has small hornlike nubs on the top of her head.  Her 
               eyes are entirely black.  She makes an horrible wheezy sound 
               as she gasps for air.

                                     PHOENIX
                         Holy Hell.

               The MUTANT LUCY falls forward onto her face.  Two technicians 
               rush over to help her to her feet.

               As they pick her up she bites one of them on the arm.  He 
               grabs his arm and falls to the floor screaming.  

               She grabs the other and sinks her fangs into his neck with 
               an awful CRUNCH.  

               The rest of the technicians flatten themselves against the 
               monitors.  Phoenix draws his side arm.  Sion grabs the gun 
               and corks it with his thumb.  Phoenix glares at him.

               Mutant Lucy turns and faces Sion.  Her eyes squint and she 
               hisses again.  An abnormally large vein on her neck bursts 
               open, spraying the room with blood.  She wails.

               Some of her blood spatters across a sensor on the ceiling.

                                     COMPUTER VOICE
                         Warning.  Chemical fire.

               The entire room is covered in a white mist sprayed from the 
               ceiling.  When the mist clears Lucy is lying on the ground 
               lifeless. 

               Sion approaches, kneels in a pool of her and the technicians' 
               mutual blood.

                                     PHOENIX
                         Don't touch her!

                                     SION
                         Call a doctor.  NOW!  

               INT. MEDICAL LAB -- NIGHT

               The room has a cold sterile feeling.  Everything is covered 
               in soft white panels.  Lucy's body is in an isolation capsule.

-----------------------------------------------------------------------------------------------------
                                                                        17.


               Plastic tubes run in and out of almost every orifice.  A 
               small pump next to the capsule breathes for her.  What signs 
               of life remain are displayed on a small monitor attached to 
               the capsule.

               Sion stares into the capsule.  Chris has withdrawn to the 
               corner.  A doctor pulls Sion away from the capsule towards 
               Chris.

                                     DOCTOR
                         Half her systems are unrecognizable.  
                         Her condition has stabilized but 
                         there's no telling for how long.

               Chris exits.

                                     SION
                         How are the guys she bit?

                                     DOCTOR
                         Both in the morgue.  Their blood 
                         streams were full of some form of 
                         venom.  I've never seen anything 
                         like it.

               Sion nods, returns to Lucy. 

               INT. MORGUE -- CONTINUOUS

               The room is filled with autopsy tables.  The bodies of the 
               technicians Lucy attacked lie on two of them, covered in 
               white sheets.

               Close up: One of the sheets is spattered with a deep red 
               fluid from the inside.  The sheet begins to rise.  It slowly 
               slides off the body, revealing a FIEND that has been gestating 
               inside the body.  The fiend is two feet tall and red in color.  
               It has horns and it's eyes are solid black.

               A sore the size of a soccer ball on the body's chest pops.  
               Revealing a second fiend, curled in the fetal position.  It 
               begins to claw its way out of its host's body.

               The two fiends begin to dismember their host. 

               A deep red spot appears on the second sheet. 

               INT. MEDICAL LAB -- CONTINUOUS

               The medical staff mills around the room.  Sion is still siting 
               next to Lucy.  

               Chris enters, carrying a triple shot of rum.

                                     SION
                         Tell me exactly how that damned thing 
                         works.

-----------------------------------------------------------------------------------------------------
                                                                        18.


               Chris swallows a large portion of the drink. 

                                     CHRIS
                         Every atom in her body was shocked, 
                         knocking the electrons free of the 
                         atoms nucleus.  Before the nucleus 
                         has a chance to decay its 
                         configuration is memorized.  Nuclei 
                         of identical configurations are 
                         released as her electrons reach Earth.

               One of the doctors takes a reading from Lucy's vital signs 
               monitor and makes a small adjustment.

                                     SION
                         And they combine together?  

                                     CHRIS
                         Catch on fast don't ya?

                                     SION
                         Well what the hell went wrong?

               Chris finishes the drink.  

                                     CHRIS
                         She was important to me too.

                                     SION
                         I understand that--

                                     CHRIS
                         I don't think you do.  She and I 
                         were . . . close.

                                     SION
                         I see. 

               Sion stares at his own reflection on Lucy's incubation 
               capsule.  He taps the vital signs monitor. 

                                     SION (CONT'D)
                         She's not dead yet. 
                              (Beat.)
                         I assume the data from the teleporter 
                         is stored somewhere right?

                                     CHRIS
                         Yes.  It's all in the ship's log.

                                     SION
                         And it can be retrieved?

               Chris nods. 

-----------------------------------------------------------------------------------------------------
                                                                        19.


                                     CHRIS
                         From the main frame in the control 
                         room.

                                     SION
                         Ok, you get a couple techs, you go 
                         up there and you find out what the 
                         hell went wrong.  Maybe we can save 
                         her.

               Chris nods again.  He exits.

               Sion forces himself to look into Lucy's black eyes.

                                     SION (CONT'D)
                         We're gonna fix you. 

               INT. BARRACKS -- CONTINUOUS

               The room is choked with triple bunked beds.  Most of the 
               soldiers in them sleep.  Some struggle to read in the low 
               light. 

               Phoenix enters.  A sleeping soldier shields his eyes and 
               rolls  away from the light streaming in the open door.

               Phoenix makes his way across the room to his personal 
               quarters. 

               A maintenance access hatch at the opposite side of the room 
               is torn open and a group fiends, which have almost doubled 
               in size, slowly climb out. 

               INT. PHOENIX'S QUARTERS -- CONTINUOUS

               Phoenix begins to undress.  He sets his pistol on the night 
               stand next to a picture of his wife.  She looks a great deal 
               like him.  He kisses the picture and lies down in his bed.

                                     PHOENIX
                         Lights out.

               The lights turn off.  A scream comes from the barracks.

               INT. BARRACKS -- CONTINUOUS

               One of the soldiers, PAUL SANDOLPON, mid twenties and tall, 
               backs away from the foot of his bed. 

                                     SANDOLPON
                         What the fuck is that? 

               He grabs his gun from the holster hanging next to his bed 
               and fires.

-----------------------------------------------------------------------------------------------------
                                                                        20.


               INT. PHOENIX'S QUARTERS -- CONTINUOUS

               Phoenix jumps out of his bed, grabbing his pistol.  

               INT. BARRACKS -- CONTINUOUS

               Phoenix bursts in, his gun ready.  He scans the room.

                                     PHOENIX
                         Lights to full.

               The barracks is immediately illuminated by bright lights 
               from above.

               A fiend, chewing on a soldier's body hisses and shields its 
               eyes.  Phoenix fires.

               The fiend's head splits open.  Thick black blood spattering 
               the soldiers body with thick black blood.

               A second fiend dives at Phoenix from Sandolpon's bed.  
               Sandolpon lies behind it, dead.  Phoenix shoots the fiend 
               out of the air.

               It lands next to MATTHEW HENDRIX, another soldier, mid 
               thirties.  It writhes on the floor moaning and scratching at 
               him.  He fires three rounds into it, reducing it to a puddle 
               of gore. 

               Three remaining fiends scramble for the maintenance access 
               hatch.  Phoenix hits the third one in the leg just before it 
               reaches the hatch.  It wails as it disappears.

               Hendrix, checks the pulse on one of the fallen soldiers.  

                                     HENDRIX
                         He's gone.

                                     PHOENIX
                         Anyone else hurt?

               ERIKA RICKERT, a blonde in her mid twenties, answers from 
               Sandolpon's bed. 

                                     RICKERT
                         Sandolpon is dead sir.

               DAVID PARKER observes the mangled body of another soldier. 

                                     PARKER
                         Chochma too.

                                     PHOENIX
                         Everyone Suit up.  Full combat armor.

               He speaks into an intercom on the wall.

-----------------------------------------------------------------------------------------------------
                                                                        21.


                                     PHOENIX (CONT'D)
                         Attention.  This is security chief 
                         Raphael Phoenix.  We are on red alert.  
                         All personnel are quarantined to 
                         quarters until further notice.  This 
                         is not a drill.

               Phoenix punches a code into a panel.  The wall slides open  
               revealing an arsenal of grenade belts and Plasma rifles.  He 
               puts on a grenade belt and slams a clip into a rifle.  The 
               chamber of the weapon glows blue. 

                                     PHOENIX (CONT'D)
                              (To the soldiers.)
                         Dig in.  Set these on semiauto boys.  
                         Otherwise you're gonna be out of 
                         ammo before you know it.  Load heavy.

               Each soldier grabs a rifle and a grenade belt.  Three of 
               each remain on the wall.

               INT. MEDICAL LAB -- CONTINUOUS

               Sion sits next to Lucy.  He rests his hand on the isolation 
               capsule.  She reaches out to him, holding her hand to the 
               side of the glass opposite his.  It drops back to her side.

               Chris's voice comes in over the intercom. 

                                     CHRIS'S VOICE (O.S.)
                         Sion?  What's going on?

                                     SION
                         I don't know but you're staying there 
                         'till you figure out what went wrong.

                                     CHRIS'S VOICE
                         Sir until we know what's going on--

                                     SION
                         I'm coming up there.  If you're not 
                         there I'm gonna come looking for 
                         you.  Understand?

                                     CHRIS'S VOICE
                         Yes sir.

               Sion grabs the doctor.

                                     SION
                         You're gonna stay with her right?

                                     DOCTOR
                         Med staff is required to remain here 
                         in emergency situations.  Including 
                         red alert.

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     SION
                         Good.

               INT. CORRIDOR -- CONTINUOUS

               GERALD and SHARON, two technicians, hurry down the hall to 
               their respective quarters.

                                     GERALD
                         There's no way anyone got on board.  
                         We've got top notch security.

                                     SHARON
                         He said it wasn't a drill.

                                     GERALD
                         I know but they tested the project 
                         today.  It probably drained some 
                         power and fucked with some systems.  
                         I'm betting security is chasing false 
                         alarms.

               They turn a corner and run into a fiend grown beyond five 
               feet tall.

               The fiend sinks it's teeth into the Gerald's throat.  Susan 
               faints as Gerald's head rolls off the back of his shoulders.

               INT. CONTROL ROOM -- CONTINUOUS

               The room is lined with computer terminals.  Many of which 
               have been opened, revealing masses of wires and electronic 
               boards.  A terminal in the corner prints sheet after sheet 
               of Data readouts. 

               Chris, Jasson Grey, and another TECHNICIAN scuttle around 
               the room comparing the data sheets

               Grey grabs a print out and hands it to Chris.

                                     GREY
                         Sir you'd better have a look at this.

                                     CHRIS
                         Dear God.

               Sion enters.

                                     CHRIS (CONT'D)
                         Sir you've better have a look at 
                         this. 

               He spreads the printout in front of Sion.  He circles part 
               of it.

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     CHRIS (CONT'D)
                         See this power surge?  That indicates 
                         Lucy arriving on Earth.

                                     SION
                         Right.

               Chris circles another bit of Data.

                                     CHRIS
                         But there is a second surge before 
                         the facility finishes assembling 
                         her.

                                     SION
                         You're saying we tried to teleport 
                         her twice?

                                     CHRIS
                         I don't think so.  The second surge 
                         wasn't from the Ethereal Sky.  
                         Something else was trying to teleport 
                         to the Earth facility at the same 
                         time we were trying to send Lucy 
                         there.

                                     SION
                         Sabotage.

                                     CHRIS
                         Exactly.  Whoever did this had to 
                         know exactly when and where we would 
                         be sending her.  The only way they 
                         could have known that is if they had 
                         a plant on this station.

                                     SION
                         That's what's got Phoenix all riled 
                         up.  Come on.  Let's see if we can't 
                         find this shit.

               Sion heads for the door.  Chris stands his ground.

                                     CHRIS
                         Sir he's most likely armed.  Phoenix 
                         can take care of it.

                                     SION
                         I'm going. 

               He opens the door.  A six foot tall fiend is standing behind 
               it.

               The fiend lunges at Sion.  It tears his shoulder open with 
               its claws.  Sion rolls away and draws his knife in the same 
               motion.

-----------------------------------------------------------------------------------------------------
                                                                        24.


               The fiend dives at him but he buries the knife into its ear.  
               The fiend is sent reeling backward. 

               Sion shoulder drives it, knocking it against a computer 
               terminal.  The tech next to it is paralyzed with fear.

               The fiend hisses at Sion and grabs the tech.  It bites him 
               and stares coldly at Sion as the tech dies in its arms.

               Sion hurls the knife but the fiend ducks and the knife lodges 
               itself in the computer terminal.  It begins to spark. 

                                     COMPUTER VOICE (O.S.)
                         Warning.  Damage sustained to systems -

               INT. MAINTENANCE SHAFT -- CONTINUOUS

               Phoenix leads Rickert and Parker down the shaft in a search 
               for the origin of the fiends.

                                     COMPUTER VOICE (O.S.)
                         - regulation.  Diverting to reserve.

                                     PHOENIX
                         Shit!  What's the fastest way out of 
                         here?

               INT. CONTROL ROOM -- CONTINUOUS

               Chris is backed against a terminal as the fiend approaches 
               him.

                                     CHRIS
                         Do something! 

               Sion stares at the knife as it sparks in the computer 
               terminal.

                                     CHRIS (CONT'D)
                         Do it fast! 

                                     SION
                         Hey Fuck!

               The fiend turns to him and hisses.

                                     SION (CONT'D)
                         Yeah you, Fuck!  That's right.  You 
                         want me don't cha?  Come on you son 
                         of bitch!

               The fiend charges Sion.  He dives out of the way and it 
               crashes into the terminal.  It screams as it's electrocuted.

               Sparks fly everywhere.  Several of the monitors' readouts 
               scramble as the fiends body short circuits system after 
               system.

-----------------------------------------------------------------------------------------------------
                                                                        25.


               Phoenix, Rickert and Parker enter.

                                     PHOENIX
                         What the hells going on?

                                     COMPUTER VOICE (O.S.)
                         Warning.  Internal Diagnostics 
                         inoperative. 

                                     CHRIS
                         That, that thing tried to kill us.

                                     GREY
                         Sion saved our lives.

               Sion removes his suit jacket and begins to unbutton his shirt,  
               revealing a white undershirt.  He winces from shoulder pain 
               as he moves his arm 

                                     COMPUTER VOICE (O.S.)
                         Communications log inaccessible. 

               Phoenix gestures at the myriad terminals from which smoke 
               now rises. 

                                     PHOENIX
                         Looks like he managed to fry half 
                         the systems in the process.

               Sion tears a sleeve off his dress shirt.

                                     SION
                         Hey we're alive.

                                     PHOENIX
                         Not if any more of these things finds 
                         its way in here.

                                     COMPUTER VOICE (O.S.)
                         Central Data bank corrupt. 

                                     CHRIS
                         There are more?  What the fuck is 
                         it?

               Sion wraps the sleeve tightly around his wound. 

                                     SION
                         We need to call for help.

                                     PHOENIX
                         Oh yeah?  You gonna call in another 
                         air strike?

               Sion stares coldly at Phoenix.

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     PHOENIX (CONT'D)
                         I have the situation under control. 

                                     SION
                         Do you?  Do you really?  Well there's 
                         a dead tech in the corner who 
                         disagrees.

               Sion and Phoenix are in each other's faces now. 

                                     PHOENIX
                         We are under red alert!  That puts 
                         me in command so you'd better--

               Chris shoves the two of them apart. 

                                     CHRIS
                         Stop it!  It doesn't matter.  No 
                         communications can be made without 
                         Lucy entering the code.  She was 
                         paranoid of leaks and for my money 
                         she was right.

                                     COMPUTER VOICE (O.S.)
                         Reserve systems power failure.  
                         Repairs to primaries necessary.

                                     GREY
                         Should we evacuate? 

                                     SION
                         I'm not leaving Lucy.

               Chris grabs some of the data printouts and shuffles through 
               them furiously. 

                                     PHOENIX
                         There are only two of these things 
                         left.  My troops can handle them.  I 
                         suggest you go back to your quarters.

                                     SION
                         I'm going with you.

                                     PHOENIX
                         This is a security matter. 

               Chris grabs Sion's shoulder. 

                                     CHRIS
                         Stay here.  I'm gonna need your help.

                                     PHOENIX
                         Fine.
                              (To Rickert)
                         Stay with them.  Make sure the war 
                         hero doesn't get them all killed.

-----------------------------------------------------------------------------------------------------
                                                                        27.


               Rickert nods.  Phoenix storms out.  Parker follows. 

               INT. CAFETERIA -- CONTINUOUS

               The room has three long tables, each with two rows of ten 
               chairs.  There are vending machines against one of the walls.  
               The kitchen appears locked down.

               Hendrix and STANLEY, late twenties, short, neatly trimmed 
               goatee, enter.  They sweep the cafeteria with their guns.

               Hendrix switches on a small black box on his belt. 

                                     HENDRIX
                         Unit one reporting.  B deck is secure.  
                         Zero encounters.

               Stanley rubs his stomach. 

                                     PHOENIX
                         Copy that.  Stay put for a few minutes 
                         and re-sweep the sector.  These things 
                         are on the move.

                                     HENDRIX
                         Copy that. 

               Hendrix switches the box off.

                                     STANLEY
                         I'm starving.

                                     HENDRIX
                         Kitchens locked down.

                                     STANLEY
                         I won't feel comfortable that area's 
                         secure until we check the kitchen.

               Hendrix frowns.

                                     STANLEY (CONT'D)
                         We can get away with it.  We're on 
                         red alert! 

               Hendrix sits down at the table.

                                     HENDRIX
                         Fine.  Grab me a burger.

               Stanley raises his rifle to bash the pad lock on the kitchen 
               door.  He stops.  The lock is missing.

                                     STANLEY
                         Huh.

               He opens the latch and goes in.

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     HENDRIX
                         Stanley if they didn't lock that 
                         then--

               Stanley slowly backs out of the kitchen, his face as white 
               as a sheet and his gun trained on the door.

                                     HENDRIX (CONT'D)
                              (Getting up.)
                         Stanley?  Stanley what the fuck?

               Hendrix freezes.

               Hendrix's POV: The bodies of the kitchen staff lay spread 
               across the floor.  The blisters on their bodies have grown 
               to almost full size.

                                     HENDRIX (CONT'D)
                         Fuck me.

               He steps into the kitchen, sweeps the visible area with his 
               rifle.

                                     HENDRIX (CONT'D)
                         Stanley?

               Stanley stares blankly.  Nothing is registering.

                                     HENDRIX (CONT'D)
                         Stanley snap out of it!  I'm going 
                         to check the freezer, I need you to 
                         cover me.  Okay?

               Stanley nods.

               Hendrix opens the freezer a crack and fires into.  He opens 
               it the rest of the way.  There's nothing there.

               Hendrix sighs in relieve. 

               STANLEY'S POV:One of the blister moves. 

               Stanley stares at the blister, not positive what he saw.  
               The blister pops.  A fiend claws its way out of it and crawls 
               toward Hendrix.

                                     STANLEY
                              (Under his breath.)
                         What the fuck? 

               The fiend bites Hendrix's Achilles''s Tendon.  He screams as 
               he wheels on one foot and blasts the fiend into nothing.

               He falls to the ground clutching his heel.  His whole body 
               heaves with sporadic, deep breaths.  His breathing stops.

-----------------------------------------------------------------------------------------------------
                                                                        29.


               The other blisters begin to pop and the fiends that emerge 
               from them make a slow careful march toward Stanley.

                                     STANLEY (CONT'D)
                         Fuck me.  No fucking way.

               Stanley switches his gun to automatic and fires at the 
               emerging fiends until his clip is empty. 

               He draws a grenade and throws it into the midst of the bodies.  
               He draws a second as the first explodes.

               The explosion knocks him off his feet.  He drops the grenade.  

               He searches the floor frantically as it slowly rolls away 
               from him.

               He finds it, grabs it, and begins to hurl it into the kitchen 
               when-

               It explodes, covering the floor with five square feet of 
               Stanley. 

               INT. CONTROL ROOM -- CONTINUOUS

               Chris has the data sheets spread out in front of Sion.  Grey 
               works at the computer terminals.  Rickert stands at the door, 
               her shotgun ready.

                                     CHRIS
                         As far as I can figure it when we 
                         tried to pull her back we got 
                         something half her and half whatever 
                         else was in the system.  The other 
                         halves must have gone to wherever 
                         the other transmission was from.

                                     SION
                         So if we figure out where that is we 
                         can get the other half back and find 
                         a way to restore her. 

                                     CHRIS
                         Exactly.  Here's my plan.  We created 
                         a probe to communicate with the 
                         teleporter, so that it can teleport 
                         from remote locations.  We abandoned 
                         the idea but it should still work.

               Sion pats Chris on the back. 

                                     SION
                         Beautiful.  Thank you.

                                     CHRIS
                         There is one problem.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        30.


                                     CHRIS (CONT'D)
                         This is where you come in.  The probes 
                         in storage.  That's a hell of a long 
                         way from here.

               Sion smiles confidently. 

                                     SION
                         That's why we've got an armed escort.

               He nods toward Rickert.

                                     CHRIS
                         We?

                                     SION
                         You're the only one qualified to 
                         operate the probe. 

               He gestures at the fiends fried body.

                                     SION (CONT'D)
                              (To Grey.)
                         Can you get enough systems back on-
                         line to run the teleporter?

                                     GREY
                         I'll see what I can do. 

               Sion, Chris and Rickert exit.  Grey opens a hatch to a 
               maintenance shaft.  He crawls in removes a panel revealing a 
               series of switches.  He flips them to off.

               All of the monitors turn off. 

               INT. MAINTENANCE SHAFT -- CONTINUOUS

               Phoenix and Parker have resumed searching for the fiends' 
               origin.

               PHOENIX'S POV: A trail of black blood leads around a corner.

               Phoenix leads Parker around the corner where the shaft opens 
               into the Morgue.

               INT. MORGUE -- CONTINUOUS

               Phoenix and Parker climb out of the shaft.  As Phoenix takes 
               in the surroundings he flattens himself against the wall.  
               Parker suppresses a gag.

               The organs of the technicians are spread out over the autopsy 
               tables.  

               The fiend Phoenix wounded quivers in the corner.  It has 
               grown to full size, except for its leg below the wound.  
               Black blood oozes from it.

-----------------------------------------------------------------------------------------------------
                                                                        31.


                                     PHOENIX
                         Kill it.

               FIEND'S POV.: Phoenix and Parker level their rifles at the 
               fiend.

               INT. CORRIDOR -- CONTINUOUS

               Sion, Chris, and Rickert pass by the entrance to the medical 
               lab.  Sion enters.

                                     SION
                         Wait here.

               Rickert aims her gun down the hall.

                                     RICKERT
                         Let me know if anything comes from 
                         the other direction.

               Chris begins to quiver.

                                     CHRIS
                         Uh huh.

               INT. MEDICAL LAB -- CONTINUOUS

               The mutilated bodies of the medical staff are strewn about 
               the room.  Their sores are on the verge of popping.

               There are deep claw marks on the inside and outside of Lucy's 
               insolation capsule.  None of her vital signs readouts register 
               anything.

               Sion kneels next to the capsule, resting his head on it.  He 
               punches the side, breaking the glass.

               INT. CORRIDOR -- CONTINUOUS

               Chris peers down the hall nervously.  Rickert stands 
               confidently, gun ready.

                                     CHRIS
                         Do you really think Phoenix can kill 
                         these things?

               Sion enters. 

                                     RICKERT
                         A lot of people say he's the best 
                         since Sion.

                                     CHRIS
                         Think that's where the animosity 
                         comes from?

-----------------------------------------------------------------------------------------------------
                                                                        32.


                                     SION
                         We've got our reasons.

               Chris jumps.  He smiles in relief.

                                     CHRIS
                         God you scared me.  How's is she?

               Sion swallows hard.

                                     SION
                         She's gone.

               Chris's smile fades. 

                                     CHRIS
                         Gone?  What?  How?

                                     RICKERT
                         Where's that fucking doctor?

                                     SION
                         He's gone too.  Those things got in 
                         there.

               Chris implodes.  He leans against the wall for support. 

               Sion grabs Chris's shoulder, holds it tightly. 

               Chris looks up into Sion's eyes, tears are welling up I his 
               own.

                                     RICKERT
                         I should get you two off the ship. 

                                     SION
                         Not yet.  Its obvious to me that 
                         someone else is trying to steal the 
                         technology, and they've released a 
                         genetically concocted monstrosity to 
                         wipe out the witnesses.  I think 
                         they deserve a bit little payback 
                         before we skip out.

               Rickert nods.  Chris looks skeptical.

                                     SION (CONT'D)
                         Look, we get that probe and we attach 
                         a bomb.  We send it wherever this 
                         thing came from.  If I'm wrong we 
                         don't detonate it and we lose nothing.  
                         If I'm right, well they deserve what's 
                         coming.

                                     RICKERT
                         I'm with you. 

-----------------------------------------------------------------------------------------------------
                                                                        33.


               Chris nods. 

                                     RICKERT (CONT'D)
                         If we're still going for the probe 
                         we should go now.  I'd rather not be 
                         here if those things come back.

                                     CHRIS
                         Yeah.  There's a service elevator 
                         this way.

               As they make their way to the elevator there is a loud CLANG 
               and a dent appears in the ceiling.

               They stop and stare up at it.  There is another CLANG and 
               the dent grows.

                                     CHRIS (CONT'D)
                         What the fuck?

                                     SION
                         Into the elevator!  Now!

               They run as the CLANGS become more furious.  The ceiling 
               panel comes loose and a fiends falls out.

               The fiend slowly rises as it stands.  It is at least six and 
               a half feet tall.

               Chris and Rickert stare at it, transfixed. 

                                     RICKERT
                         Oh shit.

               Sion grabs them and rushes them into the elevator.

               INT. ELEVATOR -- CONTINUOUS

               The doors close as the fiend rushes at them.

               The elevator begins its descent.  There is a loud BANG.

                                     RICKERT
                         Oh shit.

                                     SION
                         Kill it.

               Rickert fires into the elevators ceiling.  The fiend wails 
               and falls through.  It lands on Rickert, knocking her gun to 
               the floor.

               Sion reaches for his knife but the holster is empty.

               The fiend, black blood streaming from several wounds, grabs 
               Rickert and slams her against the wall. 

-----------------------------------------------------------------------------------------------------
                                                                        34.


               Chris grabs the gun and aims it at the wounded fiend.  CLICK.

                                     RICKERT
                         The safety.  On the stock.

               Chris fumbles with the gun.

               The fiend is about to bite Rickert when --

               Sion drives his thumb into one of its wounds.  It screams 
               and slams Sion against the elevator wall.

               Chris releases the safety and fires.  The kick of the gun is 
               too much for him.  He sprays plasma charges all over the 
               elevator.

               Sion gets hit in the leg.  He clutches his thigh and grunts.  
               A ferocious look overcomes his face.  He throws an elbow at 
               the fiend, knocking it down. 

               He grabs the gun from Chris and fires unceasingly into the 
               fiend.  The gun CLICKS.  Sion releases the clip and hands it 
               to Rickert.

               She slams an second clip into it and aims at the fiend.  It 
               has been blasted into almost nothing.

               She hands the gun back to Sion.

                                     RICKERT (CONT'D)
                         Maybe you should hang on to this for 
                         a while.

               She switches on the black box on her belt.

                                     RICKERT (CONT'D)
                         This is Rickert sir.  Mark another 
                         one down.

                                     PHOENIX'S VOICE (O.S.)
                         That's all of them.  Excellent work 
                         Rickert.

               The elevator doors open.  Sion limps out and sweeps the 
               corridor with the gun.  Chris sticks close behind him. 

                                     RICKERT
                         It was Sion sir.

                                     PHOENIX'S VOICE (O.S.)
                         Whatever.

               Sion leans up against the wall and slowly sinks to the floor.

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     RICKERT
                         Michaels believes that a probe in 
                         storage may be able to help us.  We 
                         are proceeding there.

               INT. MORGUE -- CONTINUOUS

               Phoenix stands as Parker examines the fiend's body.  Phoenix 
               switches on a button on the black box on his belt.  The small 
               light switches from red to green.

                                     PHOENIX
                         All units.  We are off red alert.  
                         Rickert just got the last one.

               INT. CORRIDOR -- CONTINUOUS

               Rickert attends to Sion's newly acquired wound.  She rolls 
               her eyes.

               INT. MORGUE -- CONTINUOUS

               Phoenix and Parker are headed for the door, Phoenix continues 
               to speak into the mic on his lapel.

                                     PHOENIX
                         Re-sweep your current sectors and 
                         report back to barracks.  Copy all?

                                     RICKERT'S VOICE (O.S.)
                         Copy sir.

               No one else responds.  Phoenix and Parker halt.

                                     PHOENIX
                         All units report!

               No response.  Phoenix hits another button on his box.  The 
               light switches back to red.

                                     PHOENIX (CONT'D)
                         Unit one?  Unit one what is your 
                         status?  Hendrix?

               He hits another button.

                                     PHOENIX (CONT'D)
                         Unit two?

               Parker and Phoenix share a look of disbelief. 

                                     PARKER
                         The civilians.

                                     PHOENIX
                         Come on.

-----------------------------------------------------------------------------------------------------
                                                                        36.


               INT. STORAGE -- MOMENTS LATER

               The room is congested with metal crates, all labeled in 
               standard military stencil.  They are stacked four high and 
               six deep with no apparent organizational method. 

               Sion, Chris and Rickert sort through them looking for the 
               probe.

                                     CHRIS
                         Mind if I ask you a personal question?

               Sion drags a large crate out of the way to check the labels 
               of the smaller crates behind it.

                                     SION
                         You wanna know what happened between 
                         me and Phoenix.

                                     CHRIS
                         Yeah.

                                     SION
                         Long story.

               Chris gestures at the crates.

                                     CHRIS
                         I've got time.

               Sion sighs.

                                     SION
                         There was a mutiny on my last 
                         assignment for the service.  A lot 
                         of men died including a service buddy 
                         of his.

                                     RICKERT
                         He's still holding a grudge because 
                         one of his buddies happened to die 
                         under your command?

               Sion throws a small crate into a corner.

                                     SION
                         Not quite.  He got his hands on some 
                         classified documents detailing the 
                         mission.  He claimed I used 
                         questionable judgment and brought it 
                         before a judicial review.  They 
                         disagreed with him.  I guess he's 
                         still bitter.

                                     CHRIS
                         What was in the documents?

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     SION
                         I don't wanna talk about it.

                                     RICKERT
                         Why not?  Are you guilty?

               Sion wheels on her. 

                                     SION
                         Have you ever seen a mutiny?

               Rickert becomes timid. 

                                     RICKERT
                         No.

                                     SION
                         It's worse than any war you can 
                         imagine.  Everyone is wearing the 
                         same uniform.  Think about it.  Only 
                         they know who's on what side.

               He tears the lid off the crate. 

                                     SION (CONT'D)
                         I made an executive decision.  A 
                         judicial review and ten psychologists 
                         have told me it was the right one 
                         but the nightmares still keep me up 
                         at night. 

               INT. CONTROL ROOM -- CONTINUOUS

               The monitors are still off.  Grey has several schematics of 
               the computer terminals spread out across the floor.  He holds 
               a pair of wire cutters in one hand.

               He examines one of the schematics, following a line with his 
               finger.

                                     GREY
                         Ah ha!

               He crawls back into the maintenance hatch.  He clips a wire 
               and splices it with another.

               The monitors come back on and the computer terminals begin 
               to boot.

               Grey climbs back out of the hatch, he stands in the middle 
               of the room, beaming at his success.

                                     COMPUTER VOICE (O.S.)
                         Systems grid reinstated.  Running 
                         diag-

               The computer voice crackles and sizzles.  Grey frowns.

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     COMPUTER VOICE (O.S.) (CONT'D)
                         Diag- diagnostics.  All systems oper- 
                         BUZZ-tional.  Sector F operations 
                         corrupt.

                                     GREY
                         Dammit.

               He shuffles through the schematics.

                                     COMPUTER VOICE (O.S.)
                         Reserve systems remain inoperable.

               Grey pounds his fist on the floor. 

                                     GREY
                         Shut up!

                                     COMPUTER VOICE (O.S.)
                         Communications log may contain errors.

                                     GREY
                         Computer, end diagnostics!

                                     COMPUTER VOICE (O.S.)
                         Diag-diagnostics terminated.

               The computer voice continues to crackle and buzz for sometime 
               before shutting down.

                                     GREY
                         Dammit!

                                     COMPUTER VOICE (O.S.)
                         Door A0-01 inoperable.

                                     GREY
                         What?

                                     COMPUTER VOICE (O.S.)
                         Door A0-01 inoperable.

                                     GREY
                         Who's there?

                                     COMPUTER VOICE (O.S.)
                         Door A0-01 inoperable. 

                                     GREY
                         Hang on I'll have to get it manually.

               He opens a small panel next to the door.

                                     COMPUTER VOICE (O.S.)
                         Door A0-01 inoperable. 

-----------------------------------------------------------------------------------------------------
                                                                        39.


                                     GREY
                         Wait a damn minute!

               He clips a wire and the door slides open.

               A fiend steps through and grabs the technician.  He screams 
               as it bites him.

               INT. PILOT'S QUARTERS -- CONTINUOUS

               The pilot's body lies on the ground.  The blisters on his 
               body have already popped.

               The door opens, Parker stares in at the body, his gun ready.

                                     PARKER
                         D3-15 too.

               Two small fiends jump at him.  He fires at them, destroying 
               them.  He releases his clip and pops another one into the 
               gun.

               INT. CORRIDOR -- CONTINUOUS

               There is a door every ten feet.  Parker stands in front of 
               the second to last one in the hall.  Phoenix stands in front  
               of a closed door marked D3-16.  All of the other doors in 
               the hall have been opened.

               Phoenix pushes a button on the door.  It slides open.  Phoenix 
               stares into the room.

                                     PHOENIX
                         Damn.  That's the whole east wing.

                                     PARKER
                         What do we do now?

                                     PHOENIX
                         We evacuate.

               INT. STORAGE -- CONTINUOUS

               Sion, Chris and Rickert continue to sort through the crates.

               Chris flips open a crate.

                                     CHRIS
                         This is it.  Help me lift it.

               Rickert helps Chris lift the crate.  They head for the door. 

                                     PHOENIX'S VOICE (O.S.)
                         Rickert?  Rickert do you copy?

               Rickert sets the crate back down.  It slams to the ground, 
               pulling Chris with it.

-----------------------------------------------------------------------------------------------------
                                                                        40.


               She grabs her communications box and switches it on.

                                     RICKERT
                         Yes sir.

                                     PHOENIX'S VOICE (O.S.)
                         We've made a gross underestimation.  
                         These things have wiped out the entire 
                         crew.

                                     SION
                         What?

                                     PHOENIX'S VOICE (O.S.)
                         They've been using their victims' 
                         bodies to breed.  There's no telling 
                         how many are out there.

               Sion checks the gun to make sure that the safety is off.

                                     PHOENIX'S VOICE (O.S.) (CONT'D)
                         We need to evacuate immediately.  
                         Meet us in transport bay.

                                     RICKERT
                         Yes sir.

               Rickert heads for the door.

                                     SION
                         Don't forget the probe.

                                     RICKERT
                         The probe?  We don't need it.  We're 
                         evacuating.

               Sion tosses the gun to Rickert.  Picks up the crate himself.

                                     SION
                         I'm not leaving without finding out 
                         who did this.

               An access panel at the back of the room opens.  Two fiends 
               climb out of it.

                                     CHRIS
                         Shit.  Get 'em!

               Rickert fires.  She kills one but the other jumps behind one 
               of the cartes.

                                     SION
                              (Running for the door.)
                         Come on.

               Rickert grabs a grenade from her belt.  She throws it at the 
               crate the fiend is hiding behind.

-----------------------------------------------------------------------------------------------------
                                                                        41.


               The fiend, using the crates to mask it's movements, climbs  
               to the top of the pile.  It jumps from crate to crate 
               undetected.

               The grenade goes off.  The explosion destroys the crates in 
               its immediate vicinity.  The shock-wave shakes the rest of 
               the crates and they begin to topple.

               The fiend falls from its high perch and lands directly in 
               front of Sion.  He punches it before it regains its bearings.

               One of the fiends fangs drops to the floor, it stumbles 
               backward and hisses.

               Rickert fires at it.  She has set the gun to semiautomatic 
               and is choosing her shots carefully.  She fires five shots 
               and hits it with each one.

               The fiend screams but stumbles forward, blood seeping from 
               its newly acquired wounds.

               Rickert hits it with three more rounds.

               It falls to the ground but continues to crawl at her.

               Sion shoves the crate out the door.  He grabs a grenade from 
               Rickert's belt and throws it at the fiend.  It tries to crawl 
               away from the grenade.

               The grenade detonates, destroying the fiend and causing a 
               secondary explosion in a nearby crate.  The blast knocks 
               Sion against the wall and both Chris and Rickert onto their 
               backs.

                                     COMPUTER VOICE (O.S.)
                         Warning.  Hull breach.

               The mess of shrapnel, crates, and their spilled contents 
               begin flying out a large hole in the side of the room, through 
               which earth is visible. 

               A red light flashes as an alarm sounds.

               Rickert scrambles out the door.

                                     COMPUTER VOICE (CONT'D)
                         Sealing sector D.

               Sion shoves Chris out the door and dives out behind him.

               The door slams shut. 

               INT. CORRIDOR -- LATER

               Phoenix and Parker are about to turn a corner.  They flatten 
               themselves up against the wall.

-----------------------------------------------------------------------------------------------------
                                                                        42.


               Parker checks the hall to make sure they're not being 
               followed.

                                     PHOENIX
                         On three.

               They both take a deep breath.

                                     PHOENIX (CONT'D)
                         One, two, three!

               They jump around the corner, guns ready.

               The hall is empty except for a maintenance access hatch on 
               one of the walls.

               Phoenix eyes the hatch.

                                     PHOENIX (CONT'D)
                         Have you still got that schematic?

               Parker pats his breast pocket.

                                     PARKER
                         Yes sir.

                                     PHOENIX
                         Come on.  I've got a better idea. 

               INT. TELEPORTER ROOM -- LATER

               The crate has been opened and it's contents scattered across 
               the floor.  Chris works feverishly to assemble the probe.  
               So far he has put together a small metal orb with several 
               cables extending from it.

                                     RICKERT
                         Hurry.  Those things could show up 
                         here any minute.

                                     CHRIS
                         I'm going as fast as I can.  Do you 
                         have any tech training?

                                     RICKERT
                         Basic.

                                     CHRIS
                         Well you wanna help you and Sion 
                         start booting up the system, I'll 
                         walk you through it.

               INT. BARRACKS -- CONTINUOUS

               The room is extremely dark.  Six fiends are gathered around 
               the bodies of Chochma and Sandolpon, dismembering them.

-----------------------------------------------------------------------------------------------------
                                                                        43.


               Phoenix and Parker climb in through the maintenance hatch.  
               The fiends scatter and hide behind the bunks before they're 
               seen.

                                     PHOENIX
                         Lights to full.

               The room is temporarily illuminated by sparks spilling from 
               the opposite wall.  Parker examines it.

               A hole has been torn in the wall, revealing several slashed 
               wires.

                                     PARKER
                         Claw marks.  They cut the lights.  
                              (Beat.)
                         They're smart enough to cut the 
                         lights?

                                     PHOENIX
                         Get the guns.

               Phoenix and parker grab the extra clips and wrap the extra 
               grenade belts around themselves.

                                     PARKER
                         Holy shit!

               He fires at one of the bunks, tearing it to pieces.  The 
               plasma bursts illuminate the immediate area but nothings 
               there.

                                     PARKER (CONT'D)
                         I saw one of them.

               Phoenix grabs several grenades and hurls them all over the 
               room.  He pulls Parker into his quarters with him.

               INT. PHOENIX'S QUARTERS -- CONTINUOUS

               Phoenix and Parker flatten themselves against the wall.  The 
               room shakes with explosion after explosion.  Occasionally a 
               lick of flame comes in through the door.

               Phoenix pops into the doorway his gun ready.  Nothing.

               He eases up.

                                     PHOENIX
                         That should do it.

               He grabs his wife's picture from his nightstand.

               A fiend hiding under his bed slashes at his ankle with its 
               claws.

               Phoenix drops the picture and backs away screaming.

-----------------------------------------------------------------------------------------------------
                                                                        44.


               Parker grabs the mattress and flips it on it's side creating 
               a barrier between the fiend and Phoenix.  He fires at the 
               fiend through the bed frame.

               Phoenix pushes the mattress away and fires at the fiend but 
               it is already dead.  He stands slowly, grabbing the picture 
               as he rises. 

               He attempts to shift his weight, winces and leans against 
               the wall.

                                     PHOENIX (CONT'D)
                         Fuck.

               Parker puts his arm around him and helps him limp out of the 
               room.

               INT. BARRACKS -- CONTINUOUS

               The scattered remnants of the bunk beds lie everywhere.  
               What's left of the mattresses and sheets burn, casting the 
               room in an eerie flickering light.

               A wounded fiend hisses in the corner.

                                     PHOENIX
                         Damn they're tenacious.

               He lobs a grenade.  The fiend is blown to pieces.

               A second fiend attacks them from behind, knocking them apart.  
               Parkers gun slides across the floor.  Phoenix collapses under 
               his own weight.

               Parker dives for his gun but the fiend is on top of him before 
               he reaches it.  He screams.

               Phoenix struggles to see but there is a burning lump of 
               mattress between them.  He grits his teeth and forces himself 
               to stand.  He switches his gun to semiautomatic and raises 
               it to his shoulder.

               He fires carefully at the fiend, making sure not to hit 
               Parker.  The fiend squeals and charges Phoenix.

               Parker grabs his gun and helps Phoenix finish  it off.

               INT. TELEPORTER ROOM -- CONTINUOUS

               Chris stands at the master control panel.  Sion and Rickert 
               each stand at one of the few terminals that are still 
               operative.  

               A small metal orb connected to smaller orbs, the probe, floats 
               inside the teleporter.  A monitor sits next to it.  

-----------------------------------------------------------------------------------------------------
                                                                        45.


               Sion hits a button and his terminal re-boots.  A window with 
               the query "FUNCTION" pops open.  He enters "MASTER SYSTEMS 
               OVERVIEW."  The terminal switches to a screen filled with 
               data readouts.

                                     SION
                         Cores six, seven and nine are fully 
                         charged.  We've got to enough to 
                         send the probe and change.

                                     RICKERT
                         I'm getting an error when I input 
                         the alternate coordinates.

                                     CHRIS
                         It's probably scrambled.

                                     SION
                         Override it.
                              (To Chris.)
                         All or nothing.

               Chris dabs his forehead with his handkerchief.  He pushes 
               the lever on the master control panel forward.  

               The probe begins to fade away.  The picture on the monitor 
               becomes a deep red.  As the probe becomes a shadow of itself 
               the picture on the monitor fades to black.

               The probe disappears.  

                                     RICKERT
                         I'm getting an audio signal but the 
                         computers having trouble filtering 
                         it.  It'll be a minute or two. 

                                     CHRIS
                         Scan for signs of Human life in a 
                         one mile radius.

                                     RICKERT
                         Nothing.

                                     CHRIS
                         Five mile radius.

               Rickert shakes her head.

                                     CHRIS (CONT'D)
                         Search for any life.

                                     RICKERT
                         Still nothing.

               Chris pounds his fist on the panel. 

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     CHRIS
                         Damn!  Wrong coordinates.  How long 
                         before we'll have enough power to 
                         try again?

                                     RICKERT
                         The audios filtered. 

               The room is filled with the sound of a thousand screams 
               garbled by static.  

                                     MOANING VOICE
                              (Barely audible.)
                         Liberate tute me, exume inferis.

                                     CHRIS
                         Latin?  What the hell does inferis 
                         mean?

               Sion shakes his head. 

               A DEEP VOICE undercuts the chaos, almost usurping it.

                                     DEEP VOICE
                         N'vaeh dna fo Lleh a, Lleh fo N'vaeh 
                         a ekam.

                                     CHRIS
                         That wasn't Latin. 

               A tortured voice wails.

                                     TORTURED VOICE
                         Lasciate ogne speranza, voi 
                         ch'intrate.

                                     DEEP VOICE
                         Dlrow lanrefni liah, srorroh liah.

                                     CHRIS
                         The coordinates are screwy.  We're 
                         getting audio from a hundred different 
                         signals at once. 

               Sion takes a deep breath. 

                                     SION
                         Search for anything that matches the 
                         DNA pattern of the second power surge.

               Rickert's monitor lights up.  Her face registers her 
               disbelief. 

                                     RICKERT
                         The reading's off the chart.

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     CHRIS
                         What is this shit?

               A line of fire begins to grow across the monitor.  Slowly, 
               the darkness becomes visible, revealing a ground crawling 
               with worms and maggots.

               Chris gags.  Sion swallows.

                                     SION
                         Zoom out.

               As the image on the monitor grows to a wider angle we see 
               that the line of fire is part of a pentagram pattern.  At 
               the center of which is a stone altar, from which blood oozes 
               unceasingly.

                                     SION (CONT'D)
                         The Pentagram. 

                                     RICKERT
                         Satanic worship? 

               Five fiends enter, dragging behind them a sixth, apparently 
               dead fiend.  

               They walk through the fire uninhibited and chain the sixth 
               fiend on top of the altar.

               Each of the five fiends stands in a point of the star and 
               kneels.

                                     CHRIS
                         An alien civilization?

                                     SION
                         I don't think so.  I think Rickert 
                         may have been closer. 

               A beast enters.  It is as muscular as the fiends, but darker 
               in color with cloven feet and longer, twisted horns.  Large 
               tusks emerge from its lower jaw.  It towers over the fiends 
               at nearly nine feet tall.

                                     SION (CONT'D)
                         Activate the bomb.

                                     CHRIS
                         It's malfunctioning! 

               The beast BELLOWS.  A sound like an elephant trumpeting mixed 
               with a tiger's growl. 

               It climbs on top of the dead fiend and begins to dismember 
               it.  

-----------------------------------------------------------------------------------------------------
                                                                        48.


               The fiend comes to life, screaming and flailing as it is 
               torn to pieces.

                                     SION
                         Christ.  Shut down the teleporter.

                                     CHRIS
                         But--

               Sion grabs the master controls.  He pulls back the lever.

                                     CHRIS (CONT'D)
                         No wait!

               An alarms sounds. 

                                     COMPUTER VOICE (O.S.)
                         Power failure.  Diverting from 
                         secondary systems.

               A monitor begins to flash red.  Chris lunges to it.  His 
               face goes pale.

                                     CHRIS
                         Something's trying to come back 
                         through.

                                     SION
                         It's Lucy.  She's still trapped in 
                         the teleporter.

                                     CHRIS
                         No.  This isn't human.

               Sion and Rickert share a look of pure terror.

                                     SION
                         Run.

                                     CHRIS
                         What?

                                     RICKERT
                         Run now.

               Sion and Rickert tear out of the room, grabbing Chris as 
               they go.  

               The monitors begin to spark and explode.  A huge shadow fades 
               into the teleporter.

               INT. CORRIDOR -- NIGHT

               Parker bangs his fist on the door.  Phoenix stands behind 
               him.  He is facing the opposite direction and sweeping the 
               corridor with his rifle.

-----------------------------------------------------------------------------------------------------
                                                                        49.


                                     PHOENIX
                         Hurry.

                                     PARKER
                         Computer, why is door B7-14 disabled?

                                     COMPUTER VOICE (O.S.)
                         No recognition -tion code for door 
                         B7-14.  Sector B is our of range.

               Parker pounds the door again.

                                     PARKER
                         Dammit!

                                     PHOENIX
                         Run diagnostics for sector B.

                                     COMPUTER VOICE (O.S.)
                         Insufficient power.

                                     PHOENIX
                         Reroute power to Sector B from all 
                         sectors.

               The door slides open revealing the extremely dark transport 
               bay.  The lights slowly come on, illuminating the ships and 
               stacked crates.

                                     PHOENIX (CONT'D)
                         Open transport bay cargo door.

                                     COMPUTER VOICE (O.S.)
                         Insu-insufficient charge to maintain 
                         magnetic field.  Cargo door will o- 
                         open in ten minutes.

               Phoenix punches a code into an intercom.

                                     PHOENIX
                         Attention.  This is security chief 
                         Raphael Phoenix.  All personnel are 
                         to convene at the transport bay 
                         immediately for emergency evacuation.

               A crate falls off the top of its stack and lands next to 
               Phoenix It breaks open, spilling fuel canisters onto the 
               floor.

               A hiss reverberates through the transport bay.  A fiend stands 
               in the crates the place, gnashing its teeth.

               The fiend begins to climb down the stack of crates toward 
               Phoenix.  He begins to limp away as Parker readies his gun.

                                     PHOENIX (CONT'D)
                         No don't!

-----------------------------------------------------------------------------------------------------
                                                                        50.


               Parker fires.  The crates explode, shaking the transport 
               bay.  The blast flattens Parker onto his back, knocking loose 
               his gun.  Phoenix is sent Flying through the air.  He lands 
               on his stomach at the feet of a fiend.

               It slashes at him with its claws.  He barely rolls out of 
               the way in time.

               Parker scrambles for his gun.  A second fiend crushes it 
               with its foot.

               The unarmed Parker dashes behind a pile of crates at the 
               sight of the second fiend.

               Phoenix attempts to limp away from the first fiend.  It grabs 
               his shoulder and pulls him back toward it.  It is about to 
               bite when -

               The fiend erupts in an explosion of blood.

               Reveal: Sion standing in the door with a plasma rifle.  Chris 
               stands behind him facing down the hall.  Rickert is at his 
               side, a grenade ready.

               The second fiend hisses at the three of them.  Rickert hurls 
               the grenade.  The nearby crates are plastered with black 
               blood.

               Sion sprints for the nearest transport ship, the Seraphim.

                                     SION
                         Everyone in the ship now!

               Phoenix attempts to follow, limping.

                                     PHOENIX
                         What's going on?

               Rickert grabs Phoenix's gun and puts his arm around her 
               shoulders, helping him toward the ship.

                                     SION
                         If we're not off this ship in two 
                         minutes we're all dead.

                                     PHOENIX
                         But the cargo door . . .

               A BELOW echoes through the transport bay.

               All five of them slowly turn to face the Beast as it steps 
               through the door.  A small army of fiends files in behind 
               it.

               The beast cocks its head and spits.  Parker is covered in a 
               thick black liquid.  Steam begins to rise from his body as 
               it begins to lose its form.

-----------------------------------------------------------------------------------------------------
                                                                        51.


               His scream turns into a blood chocked gurgle as he melts.

               Rickert drops Phoenix and fires into the evil horde amassing 
               at the door. 

                                     SION
                         Take cover.

               Chris dives behind a pile of crates.  Phoenix crawls to one 
               on the opposite side.

               Sion hits a button on the Seraphim and the ramp begins to 
               lower. 

               The beast cocks its head and spits at Rickert.  She jumps 
               out of the way and lands on Chris, Knocking him over.

                                     CHRIS
                         Hello.

               He lifts her to her feet. 

                                     RICKERT
                         Funny meeting you here.

               Sion bolts up the ramp and finds himself face to face with 
               four fiends waiting inside the passenger compartment.

                                     SION
                         SHIT!

               He rolls a grenade into the ship as he leaps off the ramp.  
               The grenade explodes.  A mass of gore flies out of the ship, 
               covering the nearby Phoenix.

               The beast cocks its head again.  Sion lunges under the 
               Seraphim as the corrosive black saliva covers its side.

               The fiends begin to fan out across the room.

               Phoenix lobs a grenade at a pocket of them.  Killing one and 
               wounding two. 

               Sion fires at them from his covered position under the ship.

               A few of the fiends stumble as their knees are shot out from 
               under them.  They hiss and wail but continue to crawl forward. 

               Sion's gun clicks.  He ejects the clip as he fumbles around 
               his belt looking for another.  He drops the gun to the floor.  
               He's out of ammo.

               The fiends begin to climb the stack of crates Phoenix is 
               using for cover.

                                     PHOENIX
                         Fall back!

-----------------------------------------------------------------------------------------------------
                                                                        52.


               Chris sprints for a stack of crates further from the door 
               and their impending doom.  Rickert follows him.  She runs 
               backwards, covering them with her gun.

               A fiend at the summit of the crates dives for Phoenix.  He 
               drops a grenade and dives under a transport ship.

               The grenade explodes, taking the fiend, the crates, and 
               everything in the immediate vicinity with it.

               Sion shields his eyes from the blast of the exploding crates.  
               He looks above his head.  There is hatch marked "Crew Only."

               A fiend reaches under the transport ship for Phoenix and 
               slashes at him with its claws.  He crawls out the opposite 
               side and limps toward Chris and Rickert.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion hoists himself into the cockpit.  He tears open an 
               instrument panel and begins fiddling with the wires.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               Rickert lays down suppressing fire to keep the fiends at bay 
               as Phoenix makes his way toward her.

               Chris throws a grenade.  It lands too far away to kill any 
               fiends, but it blows the leg of one.  The fiend collapses.  
               It wails as black blood spurts from it's thigh stump.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion enters data into a keypad.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               Phoenix reaches the crates, leans against them.  He speaks 
               between deep gasps. 

                                     PHOENIX
                         We have to get outta here.

                                     CHRIS
                         What about Sion?

                                     PHOENIX
                         Believe me he'd leave you behind 
                         too.

                                     CHRIS
                         Just because you lost your little 
                         war trial doesn't mean--

               A fiend jumps around the crate and slashes at Chris.  Phoenix 
               throws Chris out of the way, sending him skidding across the 
               floor.

-----------------------------------------------------------------------------------------------------
                                                                        53.


               The fiend slashes deep gouges across Phoenix's chest.  Rickert 
               blasts it.

                                     PHOENIX
                              (wincing)
                         So the war hero told you about that 
                         huh?  Did he leave out the part where 
                         he called in an air strike on his 
                         own troops?

                                     RICKERT
                         They were mutineers!

                                     PHOENIX
                         No.  He bombed BOTH Sides.  Fried a 
                         third of his platoon.  Claimed it 
                         was the only way to stop it.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion fuses a group of wires together.  He glares into the 
               solid black eyes of his colossal foe.

                                     SION
                         I hope you've got a shitty sense of 
                         smell.

               He hits a button. 

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               A holographic projection of Sion appears in front of a stack 
               of crates.  It immediately fades away.

                                     PHOENIX
                         What the fuck was that? 

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion disconnects a wire and rewires it into a second 
               instrument panel.

                                     SION
                         Shit.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The holographic Sion reappears. 

               The beast cocks its head and BELLOWS.  It beast begins to 
               march toward the holographic Sion.

                                     HOLOGRAPHIC SION
                         Yeah that's right.  Come on!  You're 
                         little brother lost this game too!

               The beast cocks its head and spits.

-----------------------------------------------------------------------------------------------------
                                                                        54.


               The saliva passes through the holographic Sion and lands on 
               the crates.  Steam rises as it eats its way through them.

               The beast BELLOWS..

               The crates explode, destroying the nearby beast. 

               The blast sends the Seraphim skidding across the floor.  It 
               slams into wall.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion falls onto his back with the impact.  He pulls the 
               instrument panel he is holding loose, snapping the wires.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The fiends begin to wail and hiss.  Rickert fires at them.  
               Chris hurls a grenade.

               The cargo door slides open revealing open space beyond. 

                                     PHOENIX
                         Computer set self destruct for twelve 
                         hours.  Authorization Phoenix 1013312-
                         04-990.

                                     CHRIS
                         What are you doing?!

                                     COMPUTER VOICE (O.S.)
                         Proces-ces-cesing request. 

                                     PHOENIX
                         If we leave these things on board 
                         they're gonna attack the next supply 
                         ship.

                                     CHRIS
                         So?

                                     PHOENIX
                         They're programmed to return to point 
                         of origin in emergencies.  If these 
                         things get on board they're gonna be 
                         earth bound.

                                     RICKERT
                         Fuck me.

                                     CHRIS
                         Why can't we just warn the supply 
                         ship? 

               A fiend lunges from the top of the crates.  Rickert barely 
               manages to shoot it out of the air before lands on her.

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     PHOENIX
                         We may not get the chance.

                                     COMPUTER VOICE (O.S.)
                         Authoriza-zation approved.  Ethereal 
                         Sky will self de-destruct in twelve 
                         minutes.

               Chris's eyes widen in pure fear. 

                                     PHOENIX
                         No!  Computer belay order!

                                     COMPUTER VOICE (O.S.)
                         Re-request failed. 

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion feverishly rewires the instrument panels.  A fiend climbs 
               into the cockpit from the service hatch.

               Sion pounds the fiends head repeatedly.  The fiend gnashes 
               its teeth and slashes with its claws.

               Sion draws his fist back and drives in into the very top of 
               the fiends skull.

               The fiend falls out of the hatch.  Sion closes and locks it.  
               He stares at his hand in bewilderment.  He smiles.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               Phoenix begins to limp toward the Seraphim.

                                     PHOENIX
                         Come on!  We haven't got much time!

               Chris helps him forward.  Rickert covers them with her gun. 

               They pass by a wounded fiend, its legs a terrible mess.  It 
               attempts to slash their angles but can't reach. 

               Chris rolls a grenade at it.  The explosion covers them in 
               its blood.

                                     COMPUTER VOICE (O.S.)
                         Ethereal Sk-sky will self destruct 
                         in ten minutes.

               A BELOW reverberates through the transport bay.  Phoenix, 
               Chris, and Rickert freeze.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion stares at the newly arrived second beast, his jaw agape.

-----------------------------------------------------------------------------------------------------
                                                                        56.


                                     SION
                         Oh shit.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               Chris and Phoenix begin to creep toward the Seraphim.

               The beast spits.  A pool of black saliva covers the ground 
               between them and the ship.  A warning.

               The remaining fiends begin to close on Phoenix, Chris and 
               Rickert.

               Rickert fires at one of them.  She hits it with two rounds 
               and the gun clicks.  She drops it to the ground.

                                     RICKERT
                         Shit!

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion scrambles to get the controls back on-line.  He hits 
               the ignition switch.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim's engines come to life with a loud WHOOSH.

                                     COMPUTER VOICE (O.S.)
                         Ethereal Sk-sky will self destruct 
                         in five minutes. 

               Rickert grabs a grenade from Phoenix.

                                     RICKERT
                              (to Chris)
                         As soon as I go, get him on board 
                         the ship.

                                     CHRIS
                         What?!  Were are you--

               Rickert activates the grenade and sprints toward the beast.

                                     CHRIS (CONT'D)
                         No wait!

               Phoenix pulls Chris toward the Seraphim.

                                     PHOENIX
                         Come on!

               Rickert hurls the grenade.  It explodes by the beast's thigh, 
               wounding it badly. 

               The beast BELLOWS.  It spits at Rickert.  She nearly avoids 
               it but some spatters onto her leg.

-----------------------------------------------------------------------------------------------------
                                                                        57.


               She groans and falls to the floor.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               Chris and Phoenix climb on board.  Chris drops Phoenix to 
               the floor and hits a button on the intercom.

                                     CHRIS
                         We gotta get Rickert!

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion eases the stick forward. 

                                     SION
                         We're on our way.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim lifts off the ground.

               Rickert crawls behind a stack of crates.  The beast limps 
               toward her.

                                     COMPUTER VOICE (O.S.)
                         Ethereal Sky will self destruct in 
                         one-one min-minute. 

               Chris leans out of the Seraphim ready to grab Rickert.

               She reaches out to him.  The beast spits, covering Rickert.  
               She screams.

                                     CHRIS
                         No!

               As Rickert melts she activates a grenade.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion's eyes widen at the sight of the grenade.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim begins to pull away from Rickert as the beast 
               approaches her.

                                     COMPUTER VOICE (O.S.)
                         Ether-Ethereal Sky will self destruct 
                         in thirty sec-seconds. 

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               Phoenix pulls Chris away from the ramp as it shuts.

-----------------------------------------------------------------------------------------------------
                                                                        58.


               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim approaches the open cargo door.

               The beast stands over Rickert's body and BELLOWS.

                                     COMPUTER VOICE (O.S.)
                         Te-ten seconds. 

               Rickert's grenade explodes, taking the beast and the stack 
               of crates with it.

               The blast knocks the Seraphim off course.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion fights with the stick.

               INT. ETHEREAL SKY TRANSPORT BAY -- CONTINUOUS

               The Seraphim slowly slides back toward the cargo door.

                                     COMPUTER VOICE (O.S.)
                         Five se-conds.  Four.  Th-three.

               The Seraphim is on course but not moving fast enough.

                                     COMPUTER VOICE (O.S.) (CONT'D)
                         Two.

               The Seraphim is in the opening of the cargo door.

               EXT. EARTH ORBIT -- CONTINUOUS

               The Ethereal Sky explodes.  Spewing the Seraphim into open 
               space.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               The contents of the compartment are jostled about as the 
               lights fade in and out.

               EXT. EARTH ORBIT -- CONTINUOUS

               The Seraphim spins out of control as it hurtles toward Earth.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion scrambles to regain control.  The instruments BUZZ and 
               WHIR.

                                     COMPUTER VOICE (O.S.)
                         Warning.  Insufficient shielding to 
                         breach atmosphere.

-----------------------------------------------------------------------------------------------------
                                                                        59.


               EXT. EARTH ORBIT -- CONTINUOUS

               The Seraphim slowly pulls off it's collision course with 
               Earth.

               INT. SERAPHIM'S PASSENGER COMPARTMENT -- CONTINUOUS

               Chris sorts through broken glasses, smashed bottles, and 
               fiend entrails.  He comes up with a mildly chipped shot glass 
               and an intact bottle of scotch.

               He leans against the bar as he pours himself a drink.

               Phoenix collapses in a chair.  He activates the intercom.

                                     PHOENIX
                         Sion?  You ok?

                                     SION'S VOICE (O.S.)
                         Yeah.  We can't make an Earth landing.  
                         I've called for an emergency docking 
                         the nearest station.  They're gonna 
                         fit us in as soon as they have an 
                         opening.

                                     PHOENIX
                         That'll do nicely.

               Phoenix leans back in his chair.

               Chris makes a cheers motion and swallows his drink in one 
               gulp.

               Phoenix activates the intercom again.

                                     PHOENIX (CONT'D)
                         John?

                                     SION'S VOICE (O.S.)
                         Yeah?

                                     PHOENIX
                         Thanks.

               INT. SERAPHIM'S COCKPIT -- CONTINUOUS

               Sion leans back in his chair.  He is ready to dose off.

                                     SION
                         Anytime partner.  Anytime.

               FADE OUT.