[ALIEN III]
Rewrite by Rex Pickett
(Based on Walter Hill/David Giler draft 12-18-90)

1ST Draft (Revised)
January 5, 1991

- - -

KEY:	<>	=	underlined
	[]	=	bold

- - -

	[NOTE: I was hired, by 20TH CENTURY FOX four weeks prior to the start
	of principle photography (1-14-91) on ALIEN III. First on my agenda
	was a complete rewrite of the second half of the Walter Hill/David
	Giler screenplay due to certain major character and narrative changes
	mandated by Walter Hill. Once that was accomplished I was to attend to
	the first half and write an amalgamated version which was to include
	scenes from their draft and new scenes that I wrote. Thus, the
	resultant screenplay -- particularly the first half -- contains scenes
	that I was instructed to include whether I wanted to or not. And,
	because of the highly exigent nature of the impending production,
	there was little latitude for serious change. Further, I adhered to
	the "broken paragraph" prose style of Hill/Giler, even though this is
	not a true reflection of my own prose style. In short, this was a
	"crunch time" rewrite, and to fully appreciate the work that is
	represented here, the reader should refer to the Hill/Giler draft that
	I was rewriting from.]

	FADE IN:

1	EXT. DEEP SPACE

	A vast star field.
	Movement through the eerie void.
	A silence so all-encompassing it's portentous.

									BEGIN CREDITS:

2	FAST CUT - FACE HUGGER DIGIT

	moving...

3	EXT. DEEP SPACE

	The sky suffused with stars.
	A sense of movement through the void.

									CREDITS CONTINUE.

4	INT. CRYOGENIC COMPARTMENT - SULACO

	NEWT'S FACE through the glass.

	Suddenly, the glass spiderwebs into a crack.

5	EXT. DEEP SPACE

	Continuing the movement through the void.

									CREDITS CONTINUE.

6	CAT SCAN IMAGE - BRIEF - ELLIPTICAL

	The Face-Hugger on Newt.
	An ALARM SOUNDS.

7	EXT. DEEP SPACE

	P.O.V. of the Sulaco rocketing through the void.

									CREDITS CONTINUE.

7A	RIPLEY - BRIEF - ELLIPTICAL

	Looking down at Newt.

7B	NEWT - BRIEF - ELLIPTICAL

	Marks on her face. Her look seems to say: "Ripley, help me."

7C	RIPLEY - ENSCONCED IN HER CAPSULE

	Asleep, growing agitated, as if in the throes of a bad dream.

8	INT. CRYOGENIC COMPARTMENT - SULACO - SLOW MOTION - ELLIPTICAL

	Acid blood dripping on the floor.

9	EXT. DEEP SPACE

	Movement through the star-clotted void.

									CREDITS CONTINUE.

10	INT. CRYOGENIC COMPARTMENT - SLEEP CHAMBER

	Cracks appearing on the cylinder's glass.

11	EXT. DEEP SPACE

	Movement through the void continuing.

									CREDITS CONTINUE.

12	INT. CRYOGENIC COMPARTMENT - THE SULACO

	Lights blazing on.
	An ALARM SOUNDS.

13	EXT. DEEP SPACE

	Movement through the void.
	Turning, as though altering course.
	The void grows darker.
	A supernova burns out suddenly in the distance. An omen.

									CREDITS CONTINUE.

13A	FAST CUT - THE SULACO

	Blood blossoming through fabric. Indistinct. Ambiguous.

14	EXT. DEEP SPACE

	Growing darker and darker.
	A planet in the distance.

									CREDITS CONTINUE.

14A	QUICK CUT - BULKHEAD

	A bolt EXPLODES.
	Metal buckles.

15	EXT. DEEP SPACE

	Movement through the void.
	Turbulence suddenly.
	For a moment the stars seem to zigzag out of control.

									CREDITS CONTINUE.

15A	THE SULACO - SLEEP CHAMBER - QUICK CUT

	The individual sleep chambers falling away from camera through a tube.

16	INT. SULACO - POD

	The sleep chamber slots into place alongside the other three.

16A	INT./EXT. - SULACO

	The sleep chamber (Emergency Escape Vehicle), falls away from the
	Sulaco. Into the astral void.

									CREDITS END.

17	E.C.U. - RIPLEY'S EYES

	pulling back as droplets of moisture run in rivulets across her face,
	revealing cracked canopy glass.

18	EXT. THE PLANET FIORINA

	The E.E.V. tumbling end over end as if unguided and out of control,
	within the pull of Fiorina's gravity field.

	SUPER:	THE PLANET FIORINA
			THE HYPERION GALAXY
			MAXIMUM SECURITY WORK CORRECTIONAL FACILITY
			PROJECT: ORE AND MINERAL REFINEMENT
			TOTAL POPULATION: 25 (ALL MALE)
			ABANDONED 2263 - SEVEN YEARS AGO

	The E.E.V. entering the Planet Fiorina's atmosphere suddenly heats up
	and a flame erupts from its rear.

19	EXT. THE PLANET FIORINA - BEACH - DUSK

	The curve of the fiery tail of the E.E.V. disappearing away from us
	melds with the selfsame curve of the BALD HEAD of a MAN, turning now
	towards us:

	CLEMENS -

	Tall, lean, muscular, handsome, but gaunt in a way that suggests the
	years have been filled with suffering of a kind we are never meant to
	wholly understand.
	He's encased in a plastic wrap-suit and just below the crown of his
	closely-cropped head of hair is a BAR CODE tattoo.
	Wind whips at his plastic protection.
	At his feet, the dark sand is alive with tiny iridescent insects:
	LICE.

20	INT. FURY 161 - COMMUNICATIONS ROOM - DAT SCAN OPERATOR - MONTAGE

	The HANDS of a MAN work a small keyboard, typing in the following:

			THE PLANET FIORINA
			FURY 161: CLASS C PRISON UNIT
			REPORT EMERGENCY ESCAPE VEHICLE CRASH
			0800 HOURS
			PERSONNEL TOTAL FOUR
			ONE SURVIVOR: A LT. RIPLEY
			HOLD FOR ID CONFIRM
			FOUND DEAD: CORPORAL HICKS
			I-BEAM HEAD DISMEMBERMENT
			ID CONFIRM

21	EXT. THE PLANET FIORINA - THE SKY - INTERCUT

	A FIERY LIGHT appears through a boiling storm cloud.

	CLEMENS -

	stares at it with darkening fascination.

	BLACK SEA

	The fireball disappears over the horizon line of a black sea in a
	turmoil of whitecaps.

22	INT. COMMUNICATIONS ROOM - DAT SCAN MONITOR

	Computer type continuing:

			UNIDENTIFIED FEMALE CHILD: ORIGIN UNKNOWN
			APPARENT DROWNING
			HOLD FOR ID CONFIRM
			COLONEL BISHOP (ANDROID)
			INITIAL REPAIR STATUS: D MINUS
			PARTS REQUIRED.

23	EXT. BEACH - INTERCUT

	A FIGURE rolls up onto the slippery beach.

	CLEMENS

	sees it, startled, disbelieving, breaks into a slow trot, then a full
	run as he clods clumsily through the viscous sand to discover:

	A FIGURE

	on the beach which Clemens now realizes is a human, unconscious, but
	shivering uncontrollably.
	He bends down and cautiously turns it over and his eyes widen in
	consternation as he sees the bloodied, beautiful face of a woman,
	matted hair in a wet tangle slightly obscuring her features.
	He pulls the hair back off her face to REVEAL:

	RIPLEY -

	unconscious, unmoving.

	CLEMENS -

	unsure at first what to do, then, mustering all his strength, gathers
	her in his arms.

	THE SEA -

	the destroyed LIFEPOD bobs on gray waves.

23A	DAT SCAN MONITOR

	Computer type continuing:

			REQUEST EMERGENCY RESCUE UNIT.
			STRESS DELICATE NATURE OF HOLDING LONE
			SURVIVOR WITH PRISONERS.
			AWAIT RESPONSE.
			SUPERINTENDENT LEE ANDREWS.
			M51089JTLM
			TRANSMISSION END.

									CUT TO:

24	INT. FURY 161 - BUG WASH

	Clemens appears in a doorway at the end of a long corridor lined with
	crude steel benches.

	Three Prisoners of the facility, JANNI, ARTHUR, and ED, in the middle
	of delousing themselves, stop when they see Clemens and regard him
	with a mixture of fear and disdain in their eyes.

	He hurries inside and attempts to prop Ripley up against one of the
	benches, but her body is limp.

					CLEMENS
				(out of breath)
			Escape vehicle...crashed in the sea.
			There might be others. Get help!

	The PRISONERS stare transfixed at Ripley, it suddenly dawning on all
	of them that a woman has just been brought in from the outer surface.
	Dumbfounded, they can't move.

					CLEMENS
			MOVE! NOW!

	They grab their clothes and hustle out.

	Clemens rips off his plastic hood, unplugs the cotton wadding from his
	ears and kneels down beside the comatose Ripley.

	AT A TABLE

	Clemens negotiates the unconscious Ripley onto a table.
	He holds her face in his hands and examines her eyes, pulling a lid
	up, then letting it shut.
	He puts an ear to her chest and listens for a heartbeat.
	Her lips start to move...
	She utters something unintelligible -- a crude language trying to make
	sense out of fractured dreams.

	Clemens tries to hear what she's saying, but she stops.

	Then, realizing that she's struggling for oxygen, he bends her over
	and helps her vomit out the salt water she's swallowed.

25	INTERCUTS

	Continuing over maxi-graphic message from communications room:

	A.	EXT. THE PLANET FIORINA - BEACH

	Oxen appear over a small sandy rise.

	B.	EXT. BEACH - ANOTHER LOCATION

	PRISONERS drag the remaining bodies out of the destroyed E.E.V.

	C.	EXT. BEACH - ANOTHER LOCATION

	Oxen roped to the E.E.V. drag it over a sandy knoll.

	D.	EXT. BEACH - ANOTHER LOCATION

	One of the oxen has collapsed dead.
	A Prisoner rushes over to examine it.

									CUT TO:

26	INT. ASSEMBLY HALL

	Four stories high, cathedral-like, with dusty books stacked floor to
	ceiling. Minimal electric light is augmented with glowing candles in
	every corner lending the dungeon-like gray of the room a kind of
	underground warmth, as it were.

	The PRISONERS move into position on the various floors looking down on
	the center.
	They hang over steel railings.
	They lean on stacks of books, etc.
	Smoke cigarettes -- unfiltered Camels, half-smoked Cheroots.
	There are twenty-two of them in all.
	They are all ages from early twenties to middle fifties, hard-muscled
	physiques, pitted faces from a life of bad diet, excess cigarette
	smoking and time spent in the joint.
	They wait.

	ANDREWS -

	lean-muscled, Marine sargeant-type -- the Superintendent.
	He waits in the center on the first floor for them to get settled.
	Aaron, his general factotum, stands next to him, looking up, counting
	the assembled inmates.
	When he's satisfied that all are present he turns to Andrews and nods.

	NEW ANGLE -

	PRISONER DILLON

	steps out of the darkness of one of the adjoining hallways and a hush
	falls over the prison population.
	Cigarettes are put out all around.
	Dillon is a physically powerful black man in his late forties.
	He has the respect of the inmates by his mere presence.
	Everything settles and grows strangely quiet.

	Dillon addresses the prisoners in a booming voice that would waken the
	dead to devotion.

					DILLON
			What are we?

					PRISONERS
				(in perfect unison)
			The wretched!

					DILLON
			And where are we headed?

					PRISONERS
			Salvation through our Lord.

					DILLON
			And how will we get there?

					PRISONERS
			Hard work!

					DILLON
			And?

					PRISONERS
			Suffering!

					DILLON
			And why are we here at Fury 161?

					PRISONERS
			To atone for our sins!

					DILLON
			And what are our sins?

					PRISONERS
			Wicked crimes against our fellow
			man.

					DILLON
			Give us strength, O Lord, to endure,
			with each passing day. To the end.

					PRISONERS/DILLON/ALL
			AMEN!

	The prisoners all raise their right fists.
	Dillon steps aside.
	Prisoners re-light their cigarettes.
	We notice CLEMENS on the first floor opposite Andrews.
	Andrews stands again and addresses the prisoners, business-like,
	clearly not one of the devoted. The whole previous ceremony is mostly
	a formality and an annoyance to him.

					ANDREWS
			All right, listen up. Here are the
			preliminary facts: at 0 eight
			hundred hours an E.E.V. of the
			prototype 337JTLM crash-landed in
			the Sea of Darkness. There were
			three dead, including a Droid, and
			one survivor...
				(looks up for emphasis)
			...A woman.

	Urgent whispering among the inmates. We don't know whether they are
	excited about this news or (difficult to believe) disconcerted.

	MORSE -

	late twenties, tight-jawed, gold teeth, steps forward and stares at
	Andrews.

					MORSE
			We took a vow of celibacy. We
			believe in redemption through
			abstinence. That means no women!

	The prisoners grow vocal in their collective approbation of Morse's
	complaint.

	Andrews looks to Dillon.

	Dillon steps up to Morse who is sincerely disturbed about this new
	state of events.

					DILLON
			What Brother Morse means to say is
			that we view the presence of an
			outsider --  a woman
			-- as a potential erosion of the
			spiritual unity we've worked hard to
			achieve.

					ANDREWS
			I understand the feelings of the
			prisoners...

	Suddenly interrupted...
	Outcries from the prisoners all.
	Morse, a live-wire ex-con, looks like he's going to attack Andrews.
	Dillon shoves Morse aside with his huge paw and shoves his imposing
	face into Andrews, a look of cold enmity.

					DILLON
			They are the forsaken, the
			suffering, but never prisoners, is
			that clear?

					ANDREWS
			My apologies.

	And Andrews backs down, realizing the true power basis here.

					ANDREWS
				(finishing his speech)
			I have requested a rescue team
			A.S.A.P. to evacuate the woman
			survivor.
				(turns to Clemens)
			What's her current medical status,
			Clemens?

	All eyes turn to Clemens who stands.
	(Clemens is clearly an outsider, himself, but one who is respected by
	the prisoners because of his willingness to serve the medical needs of
	this forgotten backwater work colony.)

					CLEMENS
			Possible broken rib, multiple
			contusions. Even more dangerous is
			the fact she came out of cryo-sleep
			without being decompressed.

					ANDREWS
			Will she live?

					CLEMENS
			She's alive. That's all I can tell
			you.

	Reactions of confusion from the prisoners.

	ANDREWS

	stares down Clemens, wondering if he's telling the truth or not. Then,
	siding with Dillon's and the prisoner's sympathies:

					ANDREWS
			We will keep her confined at all
			times to the infirmary, is that
			understood?

	Clemens doesn't say anything.

					ANDREWS
			We do not need a repeat of the Dugan
			riot three years ago.
				(to the prisoners)
			We will return to our set routines.

	Nobody moves.
	Dillon raises both fists and the assemblage breaks up.

	Dillon turns to Clemens:

					DILLON
				(admonishingly)
			Tread lightly, Doctor. My men do not
			need to be reminded of their past.
			Remember, we're all out here
			together.

	Clemens just looks at Dillon and doesn't say anything.

	A prisoner named JUNIOR sidles up to Dillon, smiling.

					JUNIOR
			A woman. A real woman?

					DILLON
			Watch yourself, Junior. No one is
			exactly beyond temptation.

27	INT. INFIRMARY

	Ripley lies still on a cot.
	There's an IV running from her arm to a medical pack half-filled with
	a nutrient liquid hanging on a metal stand next to the cot.
	Clemens checks the pack, then the spot where the IV is inserted in her
	arm.
	He looks at her eyes again.
	Checks her pulse.
	Looks concerned.

	WINDOW -

	One of the prisoners -- GOLIC -- a seemingly meek little man with
	crossed eyes and a slightly deranged look peers wide-eyed through the
	window.

	Clemens turns and Golic is gone.

	ANDREWS AND AARON -

	suddenly appear at the door and stride into the infirmary.
	Andrews looks down at Ripley.

					ANDREWS
			Any change in her status?

					CLEMENS
			Vital signs seem to be improving.

	Andrews exchanges a disapproving look with Aaron.
	Turns back to Clemens.

					ANDREWS
			You're aware, of course, of the
			potential problems if she survives.

	Andrews looks at Clemens meaningfully.

					CLEMENS
			I may be a prisoner, Andrews, but
			I'm still a doctor. What do you
			expect me to do?

					ANDREWS
				(obviously upset)
			I expect you to keep me informed of
			her status at all times.

	Clemens and Andrews exchange steely looks.

	Then Andrews and Aaron walk out.
	Clemens watches him.

									FADE TO:

27A	INT. INFIRMARY - A FEW HOURS LATER

	Distinguished by the fact that candles have burned down to their
	holders.

	Clemens has fallen asleep on a cot next to Ripley, keeping vigil as it
	were over her comatose body.

	RIPLEY -

	Grows agitated in her unconsciousness.
	Her hands curl into tight fists.
	Perspiration beads her temples.
	Her lips start to move, muttering something incoherently.

	CLEMENS -

	comes awake instantly and is at her side.

	Ripley's eyes come open.

					RIPLEY
			Hospital?

					CLEMENS
			It's all right.

					RIPLEY
			Where am I? Where's my craft?

					CLEMENS
			All in due time.

	Ripley tries to get up, but is restrained by two canvas straps across
	her body.

					RIPLEY
			What is this?

					CLEMENS
			It's o.k. You're a little delirious,
			you're coming out of hyper-sleep.

	Clemens prepares a syringe.

					RIPLEY
				(still delirious)
			I'm first Lieutenant Ripley, chief
			navigator of the Nostromo...

					CLEMENS
			We know who you are.

					RIPLEY
				(re: the syringe)
			What is that?

					CLEMENS
			Something to ease you back into
			consciousness.

					RIPLEY
			Are you a doctor?

					CLEMENS
			Barred. But still practicing.

					RIPLEY
			Great.

	Clemens opens the inside of her arm and prepares to inject her.
	Ripley doesn't really resist.
	She's still delirious.

					RIPLEY
			Do you tie all your patients down,
			or just the females?

	And the injection hits her brain and she goes out.

									FADE TO:

	INT. INFIRMARY - EARLY MORNING

	Clemens removes the canvas restraining straps.
	Ripley, still a little groggy, scratches her head furiously.

					RIPLEY
			I'm itching all over. What is it?

					CLEMENS
			Lice. Big problem here. You'll need
			to be shaved.

					RIPLEY
			What happened?

					CLEMENS
			You crash landed on Fury 161.
			Basically, we're an outer-galactic
			dump site run by a handful of
			convicts who have found religion. I
			know it sounds like a bad dream, but
			don't be alarmed, a rescue unit is
			on the way.

	Ripley looks at him as though he were nuts.
	Then, suddenly, it dawns on her. Afraid to ask, but knowing she has
	to:

					RIPLEY
			What about the others?

					CLEMENS
			They didn't make it.

	Ripley gets an anguished look on her face.

					RIPLEY
			The little girl?

					CLEMENS
			Drowned, I'm sorry to say.

	Ripley shuts her eyes in despair. Then, with a sense of urgency born
	of professionalism:

					RIPLEY
			I need to go to the ship.

					CLEMENS
			You're not well. I've been asked to
			keep you confined here.

	Ripley stands.
	Naked, except for a single, gray sheet wrapped around her.

					RIPLEY
			Do you want to get me something to
			wear or would you rather I go like
			this?

					CLEMENS
			Lieutenant, this is a colony of
			religious prisoners. They've all
			taken vows of celibacy. You're not
			exactly welcome here.

					RIPLEY
			Believe me, I'm not thrilled to be
			here, either. Now either you take me
			to my ship or I'm going to find it
			myself!

									CUT TO:

28	INT. CONE OF SILENCE - STAIRWELL

	A fully-clothed Ripley walks with Clemens down a stairwell leading
	into the Cone of Silence.
	Prisoner Gregor passes them in the corridor.
	Clemens fills Ripley in on the details of Fury 161.

					CLEMENS
			This used to be a major ore mining
			facility run by Weyland-Yutani, but
			they pulled out when the lead market
			went belly up. We still process lead
			to line the various toxic waste
			disposals that we have here.

					RIPLEY
			Are these men dangerous?

					CLEMENS
			The religion seems to have settled
			them down. Watch your back, though.

29	INT. CONE OF SILENCE

	Prisoners WILLIAM, ARTHUR, VINCENT, and CHRISTOPHER struggle to secure
	the E.E.V., lowered by a crude crane powered by a hand winch which
	William is turning, onto cement blocks.
	They stop as Clemens enters with Ripley dressed in standard-issue
	brown tunic.
	They follow her walk with fascination.
	They haven't seen a woman in years.

	Ripley gets her first look at some of the prison population.
	Can't believe where she's come to.

30	INT. E.E.V.

	The destroyed interior, a veritable shambles.
	Ripley stops in the center, kneels, swivels her head surveying the
	damage.
	She turns to Clemens holding a candle in the gaping hole of the escape
	hatch.
	Ripley ignores him.

					RIPLEY
			Where are the bodies?

					CLEMENS
			We have a morgue. We've put them
			there until the investigative team
			arrives, probably in a weeks time.

					RIPLEY
			There was an android...

					CLEMENS
			Disconnected. There were pieces of
			him all over the place. What's left
			of him was thrown in the trash. The
			Corporal was impaled by a support
			beam. He never knew what hit him.
			The little girl drowned in her cryo-
			tube. I don't think she was
			conscious. I'm sorry.

	Ripley runs her hand over the face-plate.
	Then she sees something in the cryo-tube.
	It's a small DOLL.
	She flashes back tears.
	Struggling for control, she looks at the doll, as if remembering.
	Then, suddenly, her despair changes to horror.
	Pulling one of her hands away from the doll, she tenses with fear.
	A BURN MARK, clearly visible on the cryo tube, sends shockwaves of
	horrific memories rocketing through her consciousness.

					RIPLEY
			The little girl. You checked her
			over?

					CLEMENS
			Yes. What is it?

					RIPLEY
			I want to see what's left of her
			body.

					CLEMENS
			What do you mean, what's left? The
			body's intact.

					RIPLEY
			It is? I want to see it.

					CLEMENS
			Why? Was she your daughter?

					RIPLEY
			No, a friend.

									CUT TO:

31	INT. MORGUE - STEPS LEADING DOWNWARD

	Clemens leads Ripley along the circular stairwell.

									CUT TO:

32	INT. MORGUE - MAIN FLOOR

	Along one wall, floor to ceiling, stainless steel cabinets.
	The floor is corrugated tile, chipped and cracked by time.
	A drawer is pulled from the wall.

	THE DRAWER

	Has a drain at its center.
	Collapsible sides.
	They both look down at Newt's body.

					RIPLEY
			Give me a moment.

	Clemens steps away.

					RIPLEY
			Good-bye, baby.

	She touches Newt's face.
	Ripley closes her eyes.
	A moment of silence.
	Then she turns back to Clemens.

					RIPLEY
			We need to perform an autopsy.

					CLEMENS
			What?

					RIPLEY
			I need to see inside her. I have to
			make sure how she died.

					CLEMENS
			I told you, she drowned.

					RIPLEY
			It might have been something else.

					CLEMENS
			What?

					RIPLEY
			She may have had a virus. This whole
			colony could be infected.

					CLEMENS
			What kind of virus?

					RIPLEY
			It was something unknown. It had
			extraordinary mutation capabilities.
			It wiped out everyone where I came
			from. If she was infected there
			would be physical evidence. I have
			to see inside her. Trust me.

									CUT TO:

	A TRAY

	clattering along the tile.

	CLEMENS

	lifts a scalpel with gloved hands, looks at Ripley:

					CLEMENS
			I was trained to be an
			anesthesiologist. I've never done
			this sort of thing before.

	Ripley doesn't say anything in response.
	Clemens turns back to the body of Newt.

					CLEMENS
			I'm going to make an incision now
			down the length of the sternum.

	Clemens makes the incision in Newt's chest from the top of her throat
	to the bottom of her sternum.
	Then he picks up an electric saw.

					CLEMENS
			Now I'm going to use a surgical saw
			and break the ribcage.

	Ripley barely watches.

	He proceeds to saw through the ribcage.

	When he's finished he turns to Ripley.

					RIPLEY
				(without looking at
				Clemens)
			Now, open the chest.

	Clemens sets the saw down, exasperated.

					CLEMENS
			Lieutenant. Would you mind telling
			me what we're looking for?

	Ripley, still not looking at Clemens, steps up to Newt.

					RIPLEY
			I wouldn't stand there if I were
			you.

	Clemens moves.

	Then, Ripley, with both hands, grabs the ribcage where the surgical
	cut was made and...

	PULLS IT OPEN ALL AT ONCE.

	She jumps back.

	NEWT'S BODY CAVITY

	Nothing. Just the usual.

					CLEMENS
			Lungs flooded with fluid.
			Lieutenant, she drowned.

	Ripley turns away.

					CLEMENS
			Would you mind telling me what this
			is all about?

					RIPLEY
			Maybe I'm wrong, but if it did come
			with us, the bodies should be
			cremated.

	They're interrupted by the sound of a door SLAMMING OPEN.

	AARON enters the room with ANDREWS trailing.
	Andrews has the gray, tense pallor of someone who's best friend has
	been shot. Aaron likewise.

					ANDREWS
			Clemens? What's going on in here?

					CLEMENS
			Lieutenant Ripley, Superintendent
			Andrews.

	Ripley extends a hand, but Andrews disdains it.

					ANDREWS
				(tight-lipped)
			Glad to see you're up .
				(to Clemens)
			Why is the little girl in this
			disgusting state?

					CLEMENS
			The Lieutenant, sir, feared that she
			may have brought...cholera to the
			Colony. I'm conducting an autopsy.

	Clemens and Ripley exchange furtive looks of complicity in the lie.

					ANDREWS
			Cholera?

					RIPLEY
			There was an outbreak on the planet
			I came from. It's a public health
			issue. The bodies should be
			cremated.

	Andrews glances from Clemens to Ripley back to Clemens, suspiciously.

					ANDREWS
			And your conclusion?

					CLEMENS
			Difficult to determine. But to be
			safe I agree with the Lieutenant
			about burning the bodies.

					ANDREWS
			Is the Lieutenant aware that
			cremation is not permitted here?

					RIPLEY
			Is not permitted...?

					CLEMENS
				(cutting her off and
				explaining)
			As part of the prisoners' religious
			beliefs, when someone dies, they
			want the body whole so they will be
			resurrected during the coming
			Apocalypse.
				(to Andrews)
			But given that they are not one of
			us and the urgency of the situation,
			I think Dillon will look the other
			way.

					ANDREWS
				(still tight-lipped)
			Does the Lieutenant understand that
			she is not to be paraded around in
			front of the prisoners?

					CLEMENS
			I made an exception. Under the
			circumstances.

	Andrews turns to Ripley condescendingly:

					ANDREWS
			Our good doctor here sometimes
			forgets that there are twenty-two
			hard-core convicts in this facility.
			Despite their religious
			transformation they are still quite
			capable...do you take my meaning?

					RIPLEY
			I should be locked up and they
			should roam at will. What kind of a
			prison warden are you?

	Andrews gives up on Ripley and turns back to Clemens with an acid
	stare:

					ANDREWS
			Clean this up. Make sure the
			 has no trouble finding
			her way back to the infirmary. I'll
			take the cremation under advisement
			with Dillon.

	Andrews turns and walks out, followed by Aaron.

	Ripley turns to Clemens for a sign of anything, but all he has left is
	a cold, uncertain stare at the back of the departing Andrews.

									CUT TO:

33	INT. ABATTOIR

	Shiny, tiled walls, with stalls housing live chickens, goats, lambs,
	oxen, rabbits, etc.
	Behind a screen across the way various cuts of meat: chicken, lamb,
	etc. are suspended from old hooks in the gloom of the room.
	Row upon row of razor sharp knives hang from nail supports pounded
	into the wall.

	FRANK -

	the strongman, lumbers into the room, muscles straining, as he tugs on
	a huge braided rope.
	Trailing him, and also tugginq hard is:

	MURPHY -

	early twenties, convicted armed robber, dark furtive eyes that
	telegraph a killer, his arms like steel support wires bulging as he
	pulls with Frank

	THE DEAD OX -

	into the room on a rusted ore cart.
	With great difficulty they upend the cart and the ox hits the floor
	with a dull thunderous thud.
	They wrap chains around the dead animal's back legs and begin to winch
	it overhead.

					MURPHY
			Frank, what do you think killed
			Babe?

					FRANK
			Just keeled over. Strangest thing I
			ever saw.

	Straining to get the ox higher still so that its entire body is off
	the floor.

					MURPHY
			When are we going to carve her into
			steaks?

					FRANK
			Got to know what killed her, Murphy.

					MURPHY
			Ah, Frank, come on.

					FRANK
			This ox was healthy. Something
			screwy about the way she went down.

	And the ox is winched to the top.
	Frank and Murphy stand there sweating.

									CUT TO:

34	INT. LEAD WORKS

	A huge bucket of molten lead suspended over a furnace.
	Sheets of lead are carried off the assembly line by TROY, MARTIN,
	DAVID, Morse, and ARTHUR.
	A din of noise reverberating off the walls.

	DILLON

	works the front of the line, leading by example, as he cocks an ear
	to:

	ANDREWS

	standing just off from him.

					DILLON
			First a woman, now cremation. You
			know I don't approve.

					ANDREWS
			We have a medical situation here.

	Dillon throws a huge sheet of lead onto a pile and turns to the
	prisoners.

					DILLON
			ALL RIGHT, SHUT IT DOWN!

	The prisoners shut off the lead sheet molding machine.
	The fires are banked.
	The room grows noticeably quieter.

					DILLON
			As long as it's not one of us.
				(to the prisoners)
			Let's go.

	Dillon turns on his heel and the prisoners follow.

									CUT TO:

35	INT. LEAD WORKS - BLAST FURNACE

	An immense space located in the bowels of the operatica.
	Vaguely rectangular, the room is carved out of the very rock of the
	planet.
	In the center there's an enormous pit.
	Flames are visible over beveled edges descending to the depths.
	On one wall, a series of ducts and fans control oxygen and methane
	flow into the furnace area.
	Cranes on tracks running up and down the room can be loaded or
	unloaded from catwalks above the pit.

36	BELOW THE CATWALK

	A small claustrophobic space cramped with iron pipes, levers and
	pulleys.
	PRISONER TROY, sweating profusely, starts opening valves for he's
	worth.
	On a panel before him, gauges come to life.
	Pressure builds.
	On a dial to his right, Troy shoves a lever into the second position.
	Gauges leap into the red zones.

37	THE WALL

	of the furnace, as giant air-ducts slide open.
	Huge fans force air into the chamber.

	IN THE PIT

	Now, combined with the rush of oxygen, the methane flame rises,
	growing hotter and hotter, blitzing through the color spectrum, red to
	white to a cold fiery blue.

	ON THE CATWALK

	RIPLEY stands with Clemens, both looking down on the raging furnace.

	TWO PRISONERS -

	walk onto a crane with the bodies of Hicks and Newt in canvas bags.
	They wait.

	PRISONERS -

	on a catwalk opposite Ripley and Clemens wait.

	ANDREWS -

	stands alone, away from the prisoners and Ripley and Clemens, maybe
	slightly apprehensive about the whole thing.

	MORSE -

	A prisoner and one of Dillon's close acolytes, offers Dillon a huge
	TOME.
	Dillon smiles at him, but shakes his head "No."
	Morse takes the book away.
	Dillon turns to the gathered Prisoners and addresses them
	extemporaneously:

					DILLON
			O Lord, thou who resideth in the
			darkest corners of our black and
			corrupted hearts, thou who has
			rescued us, pariahs of the most
			wretched, outcasts from the most
			desolate of planets, we who have
			crushed men's heads with our bare
			hands for nothing more than their
			wallets...

	The soot-blackened faces of the prisoners...

					DILLON (CONT.)
				(voice rising
				imperiously in volume)
			...We have chosen to live in this
			forgotten part of your most wondrous
			galaxy only to serve you as
			punishment for our sins in hope that
			on the day of judgment you will give
			back to us that moment before we
			were born -- a second chance -- to
			be free all over again...

	ANDREWS

	puffing on an unfiltered Camel and watching the proceedings with a
	wary eye.

	RIPLEY AND CLEMENS

	standing together, listening reverently.

	IN FIRE CONTROL -

	A small claustrophobic space below the catwalk, cramped with iron and
	pipes, levers and pulleys.
	PRISONER TROY, sweating profusely, starts opening valves for all he's
	worth.
	On a panel in front of him, needles on gauges come to life.
	Pressure builds.
	A dial to his right.
	Troy moves the lever to the second position.
	Dials on the panel creep into the red zones.
	Dillon's BOOMING VOICE can be heard over the roar:

					DILLON (O.S.)
			Two days ago, lost souls like ours,
			came to our planet not of their own
			volition. An illness has infected
			them and now threatens our lives.
			And though we do not sanctify the
			burning of bodies, we ask that you
			make an exception...

	THE WALL -

	of the furnace as giant air-ducts slide open.
	Huge fans force air into the chamber.

	IN THE PIT -

	Now combined with oxygen, the methane flame rises, growing hotter and
	hotter.
	Blitzes through the spectrum, going from red to white-hot.

	INTERCUT:

38	INT. THE ABATTOIR - THE DEAD OX

	Hangins upside down, it begins to jerk spasmodically.
	Its massive, hairless stomach starts to undulate in violent
	peristaltic waves.
	We hear a weird, monstrous baby SCREECH, muffled, issuing from inside.
	Something wanting out.

									CUT TO:

39	INT. THE LEAD WORKS

	DILLON, is continuing his eulogy.

					DILLON
			It's a terrible world where death
			can come to someone so young and
			frail and so full of the promise of
			life, and yet in our hearts we pray,
			that you will be merciful in your
			judgment, that out of the fire will
			come the purification of her soul...

	THE FURNACE -

	the fire rages.

	ON THE CRANE -

	the two Prisoners, unable to stand the intensity of the heat any
	longer, hurl the bodies into the flames...

	ON THE CATWALK -

	Ripley, tears streaming down her stoically beautiful face, watches the
	remains of Newt and Hicks go out in a sudden hot white light.
	She holds up the doll she found in Newt's cryo-tube, kisses it once
	and tosses it in after the bodies.

	THE PIT -

	the DOLL, in slow-motion, free-falling into the fire.

					DILLON (O.S.)
			...But it had to be done. For life
			to go on...

	INTERCUT:

40	INT. THE ABATTOIR

	the ox's body is now convulsing wildly.
	The baby monster SCREECH is now a frenzied high-pitched whine.
	Suddenly:

	A CHEST-BURSTER

	explodes from the ox's thorax.
	Rockets out of the carcass and tumbles to the floor.

	The thing has four legs, Alien head, and drooling mouth.
	Like a horrific fawn of some god-forsaken species, it struggles to get
	legs under it.
	It wobbles in place for a moment, feeling its first few seconds in the
	new world.
	Then, as if fully acclimated to its surroundings, it scurries off into
	air-duct.

									CUT TO:

41	INT. THE LEAD WORKS - IN THE GALLERY

	DILLON

	pauses in his eulogy, looks up and catches Ripley's eye.
	A compassionate look.
	Then he turns back to the Prisoners

					DILLON
			Let us now pray...

	And Dillon closes his eyes.

	RIPLEY -

	clutches Clemens' hand.
	He turns and looks at her.
	She doesn't look at him.

	ANDREWS -

	glances up at Ripley and Clemens, nodding almost unconsciously
	something to himself.

	THE FIRE -

	burning white-hot.

	RIPLEY -

	scratches her head, here, there, everywhere.
	Looks over to Clemens.

									CUT TO:

42	INT. BUG WASH

	Ripley in a stall, her face appearing in a mirror above a steaming
	basin.
	Studies her appearance: now bald!

	CHEMICAL SHOWER -

	Ripley under a hard liquid spray, steam rising all around her. An act
	of purification.

	OUTER BUG WASH DOOR -

	Clemens stands guard, watching Ripley intently through the glass
	partition.

									CUT TO:

43	INT. MESS HALL

	The PRISONERS eating -- gossiping about the arrival of the woman in
	hushed tones, how they feel about it, etc.

	TABLE -

	Prisoners GOLIC, BOGGS, and RAINS eating, Boggs and Rains at one end
	of the table, Golic at another.

	DILLON sits down at the table.

					DILLON
			Now, what's this I hear about your
			not going out tonight?

	No one says anything, they just eat away.
	Dillon pounds his fist on the table and their soup bowls clatter.
	They look up.

					DILLON
			Speak to me, brothers!

					RAINS
			All right, I'll tell you. It's not
			the dark, it's not the cold, it's
			not the bugs, it's Golic.

					DILLON
			What about Golic?

					BOGGS
			He says with the woman here we are
			in danger.

					RAINS
			Some kind of evil.

					BOGGS
			I'm telling you the man not only
			smells, he's got a cracked brain-
			pan. I won't go out with him.

					DILLON
			Golic, is this true?

	Golic smiles innocently at Dillon.

					DILLON
			Golic, I forbid you to speak of such
			things. Remember, it was I who gave
			you the chance to come here. Against
			my better judgment.
				(to all of them)
			You have a job. All of you. You are
			foragers. You are to find abandoned
			provisions and equipment. This is
			your part in helping your fellow
			sinners. I don't want another word
			about this superstition.

	A MUFFLED exclamation issues from the prisoners as:

	RIPLEY -

	enters the room.
	Shaven-head, looking out of place, suspicious.
	She takes some cornbread from a basket on one of the tables.
	Eyes Dillon.
	Walks over to his table.

	ANDREWS' TABLE -

	Andrews watches Ripley sitting down next to Dillon, a look of
	disapprobation on his face.
	He turns to Aaron:

					ANDREWS
			Speaking of the devil...

	DILLON'S TABLE -

	Golic is weirdly fascinated with Ripley evidenced by the various looks
	on his face.
	Boggs and Rains aren't sure how to regard her now.
	Ripley addresses Dillon.

					RIPLEY
			I want you to know, I appreciated
			the eulogy.

	Dillon stares straight ahead, ignoring her presence at first.
	Then he turns to her:

					DILLON
			You don't want to know me, sister.
			I'm a convicted murderer and rapist.

					RIPLEY
			I must make you nervous then?

	Out of nowhere, Dillon breaks into a smile.
	Ripley sits down.

					RIPLEY
			Do you mind?

					DILLON
			Do you have any faith, Lieutenant?

					RIPLEY
				(sitting down)
			Not much. Not after what I've been
			through.

					DILLON
			Rough ride?

					RIPLEY
			I've seen more than my share in one
			life.

					DILLON
			Well, don't despair, there's enough
			faith to go around for everyone
			here.

					RIPLEY
			Even a woman?

					DILLON
			We recognize your right to exist.
			We've chosen this way, that's all.

	Ripley seems to understand.

					RIPLEY
			What are you doing out here?

					DILLON
			It's an outpost of final suffering.
			A jumping off point for the
			Resurrection.

	Ripley clooks at him as though he were crazy, but there's something
	about Dillon's manner that makes you believe him.

					RIPLEY
			Where do you get this?

					DILLON
			The books. They changed my life.

									CUT TO:

44	INT. ASSEMBLY HALL

	Ripley and Clemens are seated among the stacks of books, lit by
	flickering candles.
	Clemens pours a small amount of whiskey in a glass, hands it to
	Ripley.

					CLEMENS
			These books were sent out here for
			storage. They're mostly rare
			treatises on Gnosticism, Alchemy,
			Hinduism, forgotten religions, books
			of poetry, mysticism. Dillon borrows
			from every discipline. He's self-
			taught. He's read them all.

	Clemens sips his whisky.

					RIPLEY
			What about the other prisoners?

					CLEMENS
			They're all illiterate. Dillon is
			their god. Andrews runs the
			facility, but Dillon controls it
			with the power of his message.

					RIPLEY
			And what about you?

					CLEMENS
			I'm a rationalist.

					RIPLEY
			How did you find your way here?

					CLEMENS
			They needed a medical officer. I'm
			allowed to practice here.

	There's a pause.
	The warm candlelight softens their features.
	Ripley smiles, sips some more of her whisky.
	Then, admits something:

					RIPLEY
			You know, when I was in the
			infirmary and I was unconscious I
			remember being out of my body
			looking down, like an after-death
			experience, I was going away...and I
			saw you camped out, sleeping next to
			me. Why?

					CLEMENS
			You reminded me of someone.

	Ripley doesn't say anything.
	Clemens looks off.

					CLEMENS
			Someone very baautiful.

	Ripley doesn't say anything in response.

					CLEMENS
			Seems like a long time ago.

	Clemens is feeling a little uncomfortable suddenly.
	He sets his drink down.

					CLEMENS
			I'd best take you back to the
			infirmary.

	But Ripley doesn't move.
	She sips her drink, looks at him over it.

					RIPLEY
			Doctor?

					CLEMENS
			Clemens. Please.

					RIPLEY
			Clemens.
				(BEAT)
			I'd prefer not to be alone tonight.

	Clemens looks at her briefly, then glances off.
	Ripley wonders if he got the message.

					RIPLEY
			It's only the comfort of a man I
			desire. Nothing more.

					CLEMENS
			Lieutenant. Out here, we only know
			the meaning of .

	And their eyes meet.
	Clemens flips what looks like a COIN in her direction.
	Ripley catches it.
	Looks up at him.

					RIPLEY
			What's this?

					CLEMENS
			A good luck charm. I haven't been
			with a woman in years.

									CUT TO:

45	INT. VENTILATION SHAFT

	An ENORMOUS FAN with razor-sharp blades is spinning in a blinding
	blur.
	It fills the air-duct with warm air and soot.
	MURPHY is cleaning the passageway, chipping away at carbon deposits
	and scrubbing down the wall.
	He whistles as he works.
	Suddenly, he stops whistling for a moment, spots something in the dark
	of the air-duct.
	He moves forward, kneels down, examines it.
	Looks like the skin shed by an unusually large reptile.
	He stretches it out -- it's even bigger than he first thought.
	Nervously, he starts whistling again.

	Then, he turns abruptly, hearing something in the darkness to his
	left.
	He stops whistling again, sees a recessed storage area built into the
	wall of the air-duct.
	A gurgling sound is issuing from inside.
	Half-curious, half-afraid, Murphy moves closer.
	What in god's name is that noise?
	Stopping before the recessed area, Murphy peers inside.
	There's definitely something in there, but he can't make out what it
	is in the gloom.
	He lights a candle, inches closer...closer

	THE ALIEN

	still fawn-like, but growing expollentially...
	Murphy is nonplussed with fear and horror.
	Suddenly, the creature --

	SPITS ACID

	in Murphy's eyes.
	Leaps forward as if shot on steel springs and claws at his face,
	pealing flesh away from his cheeks.
	Murphy reels backward in a futile attempt to escape.
	Screaming, he slams sideways into a wall, staggers, loses his halance
	into:

	THE FAN

	which shreds him instantly.
	In the blink of an eye, the walls of the air-duct are splattered with
	his remains.
	The fan CLANGS to a ringing stop, crunching to a halt on his skeleton.
	Within the recess on the wall we HEAR a sound.
	Very much like a kitten licking milk from the bottom of a bowl.

									CUT TO:

46	INT. CLEMENS' QUARTERS

	E.C.U. on BAR CODE on the back of CLEMENS' HEAD being traced by the
	delicate finger of a woman.

	WIDEN to REVEAL Ripley propped up on one arm lying under a sheet on a
	small cot.
	Clemens sits with his naked back to her, pouring a drink.
	The room is candle-lit, soft.

					CLEMENS
			Care for a drink?

					RIPLEY
			Yeah.

	Clemens pours another one and hands it to her.
	She sips.

					RIPLEY
				(re: the bar code)
			Want to talk about it?

					CLEMENS
			Another time, maybe.

	A pause.

					CLEMENS
			Tell me more about this virus. You
			said it mutated, becoming what?

					RIPLEY
			It's horrifying...a nightmare. I
			pray that it was only a dream.

					CLEMENS
			You saw something?

					RIPLEY
			Yes...

	Ripley stops, holding her stomach.
	She looks pale.
	Clemens turns.

					CLEMENS
			Where does it hurt?

					RIPLEY
			Abdomen.

					CLEMENS
			Are you nauseous?

					RIPLEY
			Yeah.

	Ripley calms.
	Clemens gets up.
	Goes over to a table, removes a syringe and brings it back to her.

					RIPLEY
			Damn cryo-sleep. I'll be all right.

					CLEMENS
			It's best. Give me your arm.

	Ripley obliges.
	Something almost fetishistic in the way in which Clemens injects her.
	The serum hits her central nervous system like a fist against an
	imaginary wall.
	She goes slightly limp.

	Suddenly, they're interrupted by a BUZZ on the INTERCOM.
	Clemens bolts to his feet.

					AARON (V.O.)
			Clemens?

	Clemens moves to the speaker, depresses a button.

					CLEMENS
			Yes, Aaron.

					AARON (V.O.)
			Report to Vent Shaft Seventeen on
			the Second Quadrant A.S.A.P. There's
			been an accident.

					CLEMENS
			Right away.

	Clemens moves over to where Ripley is knocked out. She's trying to get
	up.

					RIPLEY
			Can I come with you? I don't want to
			be alone.

					CLEMENS
			No. Stay here. Rest.

	Clemens sweeps a hand briefly through her hair.
	Then EXITS.

	RIPLEY

	falls back to the cot, closes her eyes.

									CUT TO:

47	INT. VENTILATION SHAFT

	PULLING BACK from the inside of the mangled fan and the strewn,
	pulverized remains of Murphy.

	CLEMENS

	kneeling on the floor, examining what's left of Murphy.
	ANDREWS and AARON look on grimly.

					AARON
			I tell 'em: stay away from the fans,
			they suck a shitload of air...

					ANDREWS
			Well, this is one that didn't
			listen.

	Clemens glances up at Andrews:

					CLEMENS
			No need for an autopsy here.

					ANDREWS
			Hilarious, Clemens. I take it he was
			sucked into the fan?

	Clemens stands and examines the fan blades.

					CLEMENS
			Except...this fan was blowing.

	Aaron looks at Andrews:

					AARON
				(utterly disturbed)
			Suicide, sir?

					ANDREWS
			I don't think it's part of their
			religious doctrine.

	Clemens ignores their patter, continues to examine the inside of the
	air-duct.
	Moving closer to the recess in the wall, he notices something.
	A BURN MARK -- like the one Ripley found in the E.E.V. -- etched into
	the wall.
	Clemens touches it with his fingers.
	Looks at it strangely.

					ANDREWS
			What is it?

					CLEMENS
				(genuinely perplexed)
			I really don't know.

	Andrews pins Clemens with a steely gaze.
	Clemens looks away, thinking a thousand thoughts.
	Instantly, Andrews grows suspicious.

					ANDREWS
			I want to see you in my quarters in
			thirty minutes.

	Andrews turns on his heels and trudges off.
	Aaron follows like a faithful dog.
	Their footsteps echoing down the ventilation shaft, Clemens turns back
	to the grizzly scene.
	He examines the burn mark a little more intently.

									CUT TO:

48	INT. E.E.V. - CONE OF SILENCE

	Ripley rummages through the cramped interior of the E.E.V., shoving
	debris aside, obviously looking for something very specific.
	Beneath some destroyed equipment secured within the bulkhead she finds
	what she's looking for:

	A SEAL ON THE WALL

	with the following lettering just above it:

					FLIGHT RECORDER
					DO NOT BREAK SEAL

	wiping sweat from her eyes, she breaks the seal on the container.

	A MODULAR BLACK BOX appears from beneath the seal.
	She pries open a plate on the black surface and PRESSES A BUTTON.
	She SEES pulses on a meter in the box's face.
	Determines that the flight recorder is still operational.
	Shutting it off, she puts it on the floor beside her.
	She looks in despair at the shambles of the E.E.V.
	She's interrupted by...

	CLEMENS -

	appearing in a hole in the bulkhead.
	Comes inside.
	He's angry. Worried.

					CLEMENS
			What are you doing?

					RIPLEY
			I want to know why the E.E.V. was
			activated.

					CLEMENS
			What for?

					RIPLEY
				(ignoring him)
			What was the accident?

					CLEMENS
			One of the prisoners backed into a
			huge fan. Cut him to shreds.

					RIPLEY
			Backed into a fan?

					CLEMENS
			He was either pushed or...he ran, I
			don't know which. But that isn't
			all. I found something very much
			like what you found in the girl's
			cryo-tube.

	Ripley's eyes grow wide in consternation.

					CLEMENS
			Talk to me, Lieutenant. I'm up to
			here in shit with Andrews for
			allowing you to traipse around.

					RIPLEY
			The droid that was on the E.E.V. He
			has an internal computer that can
			access this flight recorder. Where
			is he?

					CLEMENS
			On the junk heap. What's left of
			him. I doubt he's functional.

					RIPLEY
			Just point me in the direction. When
			I get the answer I'm looking for,
			I'll tell you for sure what I know.

	Clemens looks at her, considering this.

					CLEMENS
			All right, Lieutenant.

									CUT TO:

49	INT. CANDLE STORE-ROOM

	Prisoner Lawrence is helping Golic, Boggs, and Rains load candles into
	oversized backpacks.
	Golic is stuffing food into his mouth like a pig.
	Lawrence pulls a strap tight on Golic's backpack, and patting it as
	though "all finished."

					LAWRENCE
			You're all set.

	Dillon comes in to check on them.

					DILLON
			Golic?

					GOLIC
			Yeah?

					DILLON
			Light a candle for Murphy, will you?

					GOLIC
			I'll light a thousand.

					DILLON
			And no more of that devil talk.
			Understand?

	Golic nods up and down, smiling insouciantly.
	Then the three of them take off, disappearing into one of the
	ventilation shafts.

									CUT TO:

50	INT. ANDREWS' QUARTERS

	Clemens and Andrews are seated across each other at a small wooden
	table.
	Andrews is red-face with anger, veins popping like ropes on his
	forehead.
	Drumming his fingers on the table.
	Clemens waits.
	Suddenly, Andrews stands, yelling:

					ANDREWS
			What is she now, your physical
			spittoon!

	Clemens eyes Andrews across the table, pure sang-froid.
	Then he starts to get up.

					CLEMENS
			Pardon me while I repair to the Bug
			Wash.

					ANDREWS
			How would you like it if I gave her
			a photocopy of your dossier, doctor?
			See if she still thinks you're the
			sensitive type. You're still a
			prisoner here, and I give the
			orders. NOW, SIT THE FUCK DOWN!

	Clemens sits back down, leans back in his chair, maintains his cool.
	Andrews turns, paces a little, tries to muster a little
	professionalism.

					ANDREWS
			At O-seven-hundred hours I got the
			first high-level communication from
			the network that this installation
			has ever received. They want this
			woman looked after. They consider it
			top priority.

					CLEMENS
			Why?

					ANDREWS
			Why do you think I have you in here?
			To give me a tetanus shot? You know
			they don't tell us shit.

					CLEMENS
			I have no idea.

					ANDREWS
			You've been spending a lot of
			 time with our visitor.
			Maybe she's told you something.

					CLEMENS
			Only that she was part of a combat
			team that was wiped out. I assume
			beyond that it's all classified.

					ANDREWS
			Why is she so curious about the
			E.E.V.?

					CLEMENS
			Wants to reconstruct what happened.
			Professional curiosity, I presume.

					ANDREWS
			Nothing else.

					CLEMENS
			No.

					ANDREWS
			And what you found in the vent shaft
			this afternoon?

					CLEMENS
			No idea. A complete mystery.

	Andrews turns and puts both hands on the table and leans over Clemens
	with a stare that could wilt flowers.

					ANDREWS
			If you're holding out on me. If the
			woman knows something. If the prison
			routine gets disrupted. You'll wish
			you believed in an afterlife like
			all the rest of them.

	Clemens meets his stare.

					ANDREWS
			Thank you lor your time, doctor.

					CLEMENS
				(standing)
			As long it's  time, warden.

	And Clemens EXITS.
	Andrews lights a cigarette and watches him walk off with a look of
	malice and suspicion etched in his pock-marked face.

									CUT TO:

51	EXT./INT. OPEN CYLINDER - GARBAGE DUMP - NIGHT

	As the wind howls.
	A gigantic pit stands open to the night sky.
	It's piled high with everything the prisoners have discarded.
	Standing on a mountain of rusted engines, pneumatic drills and other
	equipment --

	RIPLEY

	rummaging through-miles of wire, tubing, spare parts.
	The wind tears her eyes.
	She suddenly stops for moment, a pounding like a sledgehammer beating
	a rock underwater assailing her head.
	She brings both hands to her head in a moment of silent anguish.
	It passes.
	She continues scavenging.
	Stops, eyes grow wide with interest, SEES:

	A HAND

	sticking out of a pile of some wiring.
	Realizing what she's looking at she begins digging frantically through
	the refuse, possessed.
	Has she gone a trifle mad perhaps?
	Finally, she unearths the remains of --

	BISHOP

	The android.
	He's a shambles.
	Most of his face and lower jaw are missing, but parts of his neck,
	left shoulder, and back are intact.
	At the back of his mouth is a small SPEAKER.
	Grabbing some WIRE, maybe a small TRANSFORMER or CIRCUIT BOARD, Ripley
	stuffs various items into a canvas bag.

	NEW ANGLE -

	Suddenly, a dark SILHOUETTE of a PRISONER comes up from behind her,
	grabs her around the neck.
	Another arm grabs her shoulders.
	The hand of ANOTHER ARM starts to fondle her private parts.
	With a sharp piece of some electronic part, Ripley stabs the attacker
	in the hand and he falls back, crying out.
	We SEE that it's MARTIN.

	Then, before she has a chance to catch her breath, two other prisoners
	-- GREGOR and WILLIAM close in on her.

	Ripley executes a perfectly-timed karate kick into William's groin and
	he doubles over, his face contorted in pain.

	Ripley holds up the sharp end of an old transformer to Gregor as he
	starts to advance on her.

	Right behind Gregor suddenly is JUNIOR, a big, strapping, slobbering
	idiot, leering like a moron in a candy store.
	He reaches down, grabs a metal bar from the junk pile.

					JUNIOR
			You do it for the doc, you do it for
			us. He ain't no better than us.
			Right, William?

	Ripley starts to run.
	Junior catches her.
	Bends her over a railing and starts to slit her pant legs with a
	razor.

	Then, seemingly from nowhere,

	DILLON

	materializes out of the dark.
	He grabs Martin and William, just now struggling to their feet and
	bangs their heads together.
	They go down in a heap.

	Junior turns.
	Gregor cowers.
	Dillon blocks a haymaker from Junior, who has let go of Ripley, and
	decks him with a vicious right.
	Junior falls backwards on his ass, wailing.

					DILLON
			Rapists. How could you do this
			thing!

	Dillon brutally teaches Junior a lesson by hitting him in the face
	over and over.

					JUNIOR
			No!

					DILLON
			How could you stray so far after all
			these years! I thought we had a
			pact! Celibacy. You know what that
			means?

	Gregor comes to his feet.
	Dillon clobbers him.
	He's utterly enraged.

					JUNIOR
			We weren't going to do nothing. We
			were just kidding.

					DILLON
			Now, you're lying to me. That's
			worse!

	And he bashes Junior in the face.
	Then he picks Gregor up by the tunic and now he has both of them in
	his powerful grasp.

					DILLON
			You meant to break the vows. You
			have set us back years!

	And he smashes their heads together and they go down in a heap on the
	floor.

	Finally, Dillon turns to Ripley.

					DILLON
			Are you all right?

					RIPLEY
			Thanks to you.

					DILLON
			You'd better get going. I've got
			some serious teaching to do.

	Ripley picks up the bag with Bishop's parts.
	She passes by Gregor.
	Stops and looks him in the eye.
	A BEAT.
	Then she knees him in the groin.

									CUT TO:

52	INT. DARK PASSAGEWAY

	Deep within the unexplored vastness of Fury 161.
	It's black as night.
	Illuminated by the light of his torch, Golic eyeballs a SIGN on the
	wall in front of him.

			TOXIC WASTE DISPOSAL
			THIS SPACE PERMANENTLY SEALED
			OFF LIMITS

	Golic glances back at Rains.
	Rains lights a candle.
	Positions it at the edge of the passageway.
	Looking back we see an uneven line of flickering candles lighting
	their progress, finally disappearing around a curve.

	They come to a stop.
	Boggs takes out a map and studies it.
	When anyone speaks their voice reverberates off the concrete walls of
	the passageway.

					BOGGS
			How many candles?

					RAINS
				(checking notes)
			That makes a-hundred-and-eighty-six
			now.

	Golic has wandered up ahead a few yards.
	He's discovered an upended CIGARETTE VENDING MACHINE.
	He's banging on it like kid in a candy store.
	Boggs and Rains pounce on him like two cats.

					GOLIC
			Cigarettes, cigarettes, cigarettes.
			For everyone!

					BOGGS
			God damnit, Golic, shut up!

					RAINS
			You're not supposed to swear.

					BOGGS
			Don't tell Dillon.

					RAINS
			Don't swear.

					GOLIC
			Let's get the cigarettes.

					BOGGS
			Golic. Wait a minute.
				(turns to Rains)
			We've circled this entire
			compartment once, right?

					RAINS
			Right.

					BOGGS
			How many candles again?

	Boggs doesn't get an answer.
	He glances sideways at Rains.
	Rains is scratching himself furiously.
	Stares fixedly down the row of flickering candles.
	Golic is pulling on the cigarette brand selection levers.
	Something very bizarre is happening.

	A CANDLE IN THE DISTANCE

	goes out.

	RAINS, BOGGS, AND GOLIC

	Golic stops what he's doing, his eyes wide as saucers.

					BOGGS
			What the hell is doing that?

					GOLIC
			What?

					RAINS
			Candles...they're going out.

	The three prisoners hold their torches high in the air.
	Try to determine what's causing the candles to get snuffed.
	It's too far away, whatever it is.

	CANDLES AT THE END OF THE PASSAGEWAY

	now going out one by one in an eerie forward progression.

	RAINS, BOGGS, AND GOLIC

	starting to grow afraid.

					BOGGS
			Must be a draft from one of the vent
			shafts.

					GOLIC
			I don't feel nothing.

					RAINS
			How are we going to find our way
			back?

	The torch lighting Golic's face in a demented countenance.

					GOLIC
			It's the devil.

					BOGGS
			Shut up, Golic.

					RAINS
			One more word about that shit and we
			leave you here?

					BOGGS
				(to Rains)
			All right, we're even on the swear
			words.

					RAINS
			Okay. I'm going to have to go back
			and re-light the candles.

					BOGGS
				(turning to Golic)
			Give him your torch.

	Golic hands Rains his torch.
	Rains moves down the line of candles, his companions receding in the
	distance, his footsteps echoing sharply inside the passageway.
	Behind him, a ways away from him now, he hears Boggs' voice:

					BOGGS
			Watch your step.

	The words echo and reverberate within the enclosed space.
	Moving forward, Rains breaks out into a cold sweat.
	Ahead, another CANDLE GOES OUT.
	Golic and Boggs are weird apparitions lit by their torches in the
	distance now.
	Only three more candles to go.
	Beyond, there's nothing but a black hole.
	Coming to a stop at the last flickering candle, Rains raises his torch
	high in the air.
	There's nothing there.
	Relieved, he shakes his head to himself scoldingly.

					RAINS
				(sotto voce)
			Yea, though I walk through the
			Valley of Candles, God will not
			snuff me out.
				(shouting back to Golic
				and Boggs)
			It's nothing.

	Rains turns back, realizes suddenly there's a massive patch of
	blackness off to his right.
	It's not reflecting the light from his torch (!).
	And it's moving.
	It's moving very fast.

	THE ALIEN

	rises up, directly in front of Rains.
	Now a fully mature creature.
	It moves with the speed of a big cat.
	In one blurred moment, it is upon him.
	Tears open his chest -- carves a gaping hole in his abdomen.
	Rains' SCREAMS reverberate like the Voice of Death through the dark
	passageway, where...

	GOLIC AND BOGGS -

	A hundred yards away, panicked, insane with fear, watch Rains' torch
	go out.
	Boggs takes the torch out of Golic's hand and runs screaming out-of-
	control in the opposite direction.

	Golic charges after him, stumbling over the cigarette machine.
	Rounding corners, hitting the walls, falling, picking themselves up.
	A maze of ink-black passageways crudely lit by Boggs' torch.

	Golic finally catches up to Boggs and wrestles the torch out of his
	hand.
	Both men are exhausted, out of breath, completely lost.
	Trying to collect himself, Golic stares around.
	Ahead, he SEES CANDLES flickering in the dark.
	There's an eerie silence, the eye of a hurricane.

					BOGGS
			We ran in a fucking god damn
			motherfucking circle.

					GOLIC
			It has come!

					BOGGS
			Shut up!

	Lighting his own torch, he peers around in the dark.
	Lambent light illuminates something horrific.
	Spread-eagled on the dark concrete, covered with blood is:

	RAINS

	staring blankly at nothing, a look of abject terror forever frozen on
	his face.
	Boggs staggers to his knees, sick to his stomach.
	He never quite gets the chance to vomit.
	Waving his torch around, searching the ceiling, Golic SEES:

	THE ALIEN

	crawling upside-down like the most horrible spider.
	At the speed of light, it reaches down and rips off Boggs' head.
	Blood spurts everywhere, splattering Golic in the face.
	His tunic drenched, paralyzed with fear, Golic watches the Alien hurl
	Boggs' helpless body against the wall.
	Still hanging from the ceiling, the Alien loses interest in Boggs and
	turns its attention to Golic.
	Their eyes meet.
	The Alien smiles!
	Seeing this, Golic freaks.
	(From this moment on he will be a lunatic in the asylum of his own
	mind's horror.)
	Screaming like a banshee, torch still in hand, he takes off running
	into the echoing dark.

									CUT TO:

53	INT. INFIRMARY

	Alone, Ripley studies the remains of Bishop.
	There's a battery pack in his left shoulder.
	She checks the connections.
	A spark sizzles.
	Producing a cable from her backpack she connects a terminal in
	Bishop's smashed thorax to the black FLIGHT RECORDER.
	Almost at once, Bishop's one eye blinks open.
	A unintelligible sound issues out of the small speaker at the back of
	his mouth.
	Ripley shoves her hand into his throat and adjusts the speaker.
	Bishop's voice, though crackly, becomes intelligible.
	His eye wanders all over the place like some demented robot as he
	speaks.

					BISHOP
			Ripley?

					RIPLEY
				(with urgency)
			Yeah, it's me. Bishop, can you feel
			anything.

					BISHOP
			My legs...

					RIPLEY
			Sorry. Can't help you with that.

					BISHOP
			It's okay. Hey, I like your new
			haircut? Retro-punk?

									CUT TO:

53A	INT. MESS HALL - INTERCUT

	Shadows slant like fallen pillars.
	Eerie. Empty.
	Almost, except for the lone presence of a PRISONER -- moving up behind
	him in a slow REAR DOLLY as if someone's P.O.V....
	He's eating cereal from a bowl.

									CUT BACK TO:

53	CONT.

	INT. INFIRMARY

	Ripley talking to Bishop:

					RIPLEY
			Can you access the data on the
			flight recorder?

					BISHOP
			Give it a shot. I'm not all here.

	Ripley plugs the black box into a connection, wires it to his head.
	Bishop's one good eye rotates around in its socket, opening and
	closing involuntarily.
	What remains of his forehead wrinkles in concentration.

					RIPLEY
			The Sulaco. What happened? Why were
			the cryo-tubes ejected into the
			E.E.V.?

	Seconds pass.
	We HEAR the WHIRRING of a TAPE REWINDING.
	Then, the sound of a FEMALE VOICE out of Bishop's voice box:

					FEMALE VOICE (O.S.)
			Fire in cryogenic compartment.
			Repeat: fire in cryogenic
			compartment. All personnel report
			to...

					RIPLEY
			What started the fire?
				(no response)
			Bishop, can you hear me?

					BISHOP
				(going in and out)
			Electrical...in the sub flooring...

					RIPLEY
				(very urgent)
			Was there any other life form on the
			ship before separation?

									CUT TO:

53B	INT. MESS HALL - INTERCUT

	The COOK, carrying a load of plates back into the kitchen.
	Turns. SEES:

	GOLIC

	slowly eating a bowl of Rice Krispies.
	But...something is wrong.
	He's covered in BLOOD.
	And he's wearing some kind of translucent shawl around him.

	THE COOK

	drops the plates and they explode on the hard tile floor in a thousand
	pieces.
	Golic looks up, smiles like a Buddhist monk and returns to his Rice
	Krispies.

									CUT TO:

53	CONT.

	INT. INFIRMARY

	Bishop starting to wig as only an Android can.
	Ripley plays with the crude circuitry connecting Bishop to the flight
	recorder box.
	She rattles Bishop around like a vending machine that doesn't work.

					RIPLEY
			Bishop, god damn it, does the flight
			recorder indicate anything on board?
			An Alien?

	Long pause.
	Bishop's eye rotates crazily in its socket.

					BISHOP
			Yes... Alien life form... Confirm...

	Ripley, intense, holding Bishop's head in place:

					RIPLEY
			Did it come on the E.E.V.? Bishop?

					BISHOP
			It was with us all the way, Ripley.
				(losing it fast)
			...Gray lines...grids... Ripley, be
			a sport, disconnect me?

					RIPLEY
			All right, Bishop. If I ever make it
			back, I'll get you on line again...

	And with that, Ripley pulls the wires.
	Bishop's head rolls onto its side.
	A LIGHT goes out in its mechanical head.

									CUT TO:

54	INT. MESS HALL

	Golic, eyes blazing madness, lifts the bowl of Rice Krispies to his
	mouth and drinks the milk left at the bottom.
	The CAMERA BOOMS UP slowly to REVEAL:

	ANDREWS, AARON, DILLON

	followed by CLEMENS, MORSE.
	All marching in as though in a dire emergency.

									CUT TO:

55A	INT. INFIRMARY

	Andrews, Aaron, Dillon, Clemens, Morse, and the Cook are standing in a
	circle around the blood-spattered GOLIC, who is completely lost in his
	own world.
	Andrews is shaking his head.
	Dillon is listening to him disconcertingly -- one of his own has gone
	off the deep end.

	Ripley is silhouetted behind some semi-diaphanous curtains.

					GOLIC
			Dillon, I saw it! It's the Darkness
			coming! Just like you said! I saw
			it! I am one of the chosen! It
			smiled at me! It said, Golic! come
			with me, I will save you!

	Andrews turns to Dillon, who looks concerned.

					ANDREWS
			You want to handle this?

	Dillon turns to Golic.
	Leans down to half comfort him:

					DILLON
			What did you see?

					GOLIC
			It moved like an angel, it murdered
			like the devil. You will see. It
			will come for you. ALL OF YOU! We're
			all going to die and be resurrected
			in the final Apocalypse!

	Dillon slaps Golic across the face. Tries to shake him to his senses.

					DILLON
			Boggs and Rains. Where are they?

					GOLIC
			I didn't do it, Dillon. They met the
			beast. It drank their blood. They've
			gone. It's coming!

					DILLON
			What's this you're wearing?

					GOLIC
			It's the Dragon Coat. He gave it to
			me. I'm one of the dragons now.

	But, on closer inspection, the translucent shawl that Golic has draped
	around him is clearly the EXOSKELETON that Murphy found prior to his
	demise.

	Clemens leans in.

					CLEMENS
			He's seen something, suffered some
			kind of trauma.

					ANDREWS
			Trauma, myass. He murdered them in
			cold blood and now he's trying to
			cover it up with this religious
			malarkey.

					DILLON
			You don't know that. Doc is right.
			He's seen something.

					ANDREWS
			Seen the old homicidal urges he once
			had maybe!

					GOLIC
			I didn't kill them. They wanted to
			die. He saved me because I'm
			special. Dillon, I'm special, aren't
			I?

					DILLON
			You'd better come clean with me
			right now, Golic.

					GOLIC
			It had six legs, steel teeth like
			razors. It gave me the coat.

	Dillon turns to Junior and nods.
	Junior grabs Golic from behind as though he were an insect.
	Golic's arms and legs are kicking every which way.

					ANDREWS
			Get him out of here. Take him to the
			infirmary. Put him in a strait-
			jacket. Clemens, sedate him. Now!

	NEW ANGLE -

	RIPLEY

	suddenly appears through the shadows in the dark where she has been
	privy to this entire scene.

					RIPLEY
			You better listen to what he's
			saying. He's telling the truth.

					DILLON
			This is not your place, Lieutenant.

					ANDREWS
				(to Ripley)
			What the hell are you talking about?
			And what are you doing out of your
			quarters?

					RIPLEY
			Listen to me, all of you, for your
			sake and everybody else's, this man
			has seen something... And it's for
			real.

					DILLON
			Back off.

	Ripley starts to pull the exoskeleton off Golic's shoulders, but he
	holds on to it fiercely.

					RIPLEY
			This is the exoskeleton of the
			Xenomorph. It's already mutating,
			getting bigger!

					GOLIC
			Give me back my dragon jccket. Get
			your own.

					DILLON
			Morse.

	Morse gets the signal from Dillon and clobbers Golic over the head and
	knocks him out.

					RIPLEY
			The man's telling the truth, it's...

					CLEMENS
				(cutting her off)
			Ripley. Not here.

					ANDREWS
			What's going on between you two? Are
			you trying to undermine my
			authority?

					DILLON
			Maybe we should hear what she has to
			say?

					ANDREWS
			I've got a stark-raving mad ex-
			murderer with blood all over him and
			two missing prisoners and you want
			me to believe a god damn beast out
			of one of those devil books is out
			there killing my men?

					RIPLEY
			I've been fighting it in two
			different galaxies. I only needed to
			confirm that it came with us... I
			know what we're up against now. If
			you'll listen to me...!

	Clemens pulls Ripley back.
	Whispers urgently.

					CLEMENS
			Not here, Ripley. I'm warning you.

	Andrews takes charge the only way he knows how: ordering people
	around:

					ANDREWS
			Morse. Get Golic to the infirmary,
			NOW! Clemens, attend to him.
				(turns to Dillon)
			Dillon, I suggest we plan a visit to
			the scene of the .
				(turns to Ripley)
			And, Lieutenant. I want to see you.
			In my quarters. Alone.
				(to the Cook)
			Clean this up and keep your mouth
			shut about it!

									CUT TO:

56	INT. ANDREWS QUARTERS

	Andrews sitting behind his desk.
	Aaron stands off to the side and behind him slightly.
	Ripley stands, facing them both.

					ANDREWS
			Let me see if I have this correct.
			You repaired a droid and he accessed
			the flight recorder on your E.E.V.
			and confirmed that an insect about
			the size of a human with
			extraordinary killing capabilities
			has arrived with you on Fury 161 and
			if we don't do something about it
			we're all going to die?

					RIPLEY
			That's right. Just as Golic said.

					ANDREWS
			And if I stretch the outer limits of
			my imagination and believe this for
			one minute, what do you suggest we
			do, Lieutenant?

					RIPLEY
			What kind of weapons do you have
			around here?

					ANDREWS
			Weapons and prisoners make bad
			bedfellows.
				(exasperated)
			We don't have any. Except some
			carving knives and fire axes.

					RIPLEY
				(thinking to herself)
			Then we'll have to find some way to
			outsmart it. I don't know.

					ANDREWS
			You don't know. Well, I know. You're
			confined to the infirmary until the
			rescue team arrives to take you
			back. Aaron, show the lady out of
			here.

	Aaron starts to move towards Ripley.

					RIPLEY
			All right, I get it, prisoners are
			dying for a reason. Yes, of course,
			there's no devil. It's a murderer.
			One of your men. Golic. Just a
			coincidence that it started
			happening when I crashed here. Maybe
			I'm the devil. And you're the angel.
			And we're all in a loony bin.

					ANDREWS
			That's all. Lieutenant. Dismissed.

	Aaron grabs her by the wrist.
	Ripley shakes it off brusquely.

					RIPLEY
			I'm going. Don't worry.
				(to Andrews)
			You find it. You fight it. I'm
			tired.

									CUT TO:

57	INT. INFIRMARY

	E.C.U. on a needle being extracted from Ripley's arm.

	WIDEN to REVEAL:

	CLEMENS

	sitting on the cot administering to Ripley.

					CLEMENS
			There, that should ease the pain.

					RIPLEY
			Thanks, doc.

	Ripley sits up, looking a little world-weary.

	In the background, GOLIC lies strapped to a cot.
	He's been cleaned up, but he's still a blithering idiot.

					GOLIC
			The center has loosened. It has no
			hold. Glory be to the darkness for
			It has come!

	And Golic goes catatonic, staring fixedly at nothing.

					RIPLEY
			I can understand his madness. When
			you see it, you'll know what I mean.

					CLEMENS
			Unfortunately, Dillon will think he
			can battle it with prayer. And
			Andrews won't believe you until it's
			too late.

					RIPLEY
			Do  think I'm crazy?

					CLEMENS
			I think you suffered quite a shock.
			About the beast, I don't know.

					RIPLEY
			Is there any way off this planet?

					CLEMENS
			A supply ship comes every six
			months. The rescue vehicle won't be
			here for another week.

					RIPLEY
			Great.

	Ripley looks positively depressed.

					CLEMENS
			How are you feeling?

					RIPLEY
			Stomach still hurts. Last night, I
			had a terrible headache.

					CLEMENS
			You came down pretty hard. You were
			lucky to survive.

					RIPLEY
			Right.

									CUT TO:

57A	INT. DARK PASSAGEWAY

	Andrews, Dillon, Aaron and Morse close to where Rains and Boggs were
	butchered.
	Aaron has a MAP out.

					AARON
			Should be around here somewhere if
			what Golic said is right.

					ANDREWS
			I don't trust convicts. Especially
			short ones. Their brains are too
			close to their butts.

	Dillon stops and stands threateningly in front of Andrews.

					DILLON
			I've got a problem with you, warden.

					ANDREW
			Yeah. Well, I've got a problem with
			you.

	They stare each other down for a long moment.
	Almost like they're going to go at it.

					DILLON
			One day you will be called. And I
			hope you have the answer.

					ANDREWS
				(sarcastically)
			Faith. That's right. I forgot.

	Morse is examining something up ahead.
	Turns to the others.

					MORSE
			Hey. Over here.

	They move off in his direction.
	Gather around him.
	Morse leaning down, SEES:
	SCRATCH MARKS on the wall.
	There's blood all over the floor.

					ANDREWS
			What is it?

					MORSE
			Some kind of marks.

	Aaron holds his torch close to the floor.

					AARON
			There's blood everywhere, sir.

					ANDREWS
			There should be some kind of trail.

					DILLON
			There's no trail.

	Aaron holds his torch up to the ceiling where the vent shaft is
	located.
	There's splotches of blood around an opening.
	Some of it drips down on Andrews tunic.
	They all look at one another.

					MORSE
			Something just picked these bodies
			up.

					ANDREWS
			It doesn't explain anything.

					DILLON
			Golic's not strong enough to haul
			those bodies off.

					ANDREWS
			I've seen little men go through
			walls when they're deranged.

					AARON
			Rains and Boggs? They're pretty
			good-sized men, sir.

					ANDREWS
			Thank you, Aaron, for the anatomical
			information.

					DILLON
			I'm telling you, it ain't Golic.

					ANDREWS
				(angry, frustrated)
			Then, who is it?

	Aaron, Morse, and Dillon all look at Andrews.
	No one has the answer.

									CUT TO:

57	CONT.

	INT. INFIRMARY

	Golic, his eyes wide as saucers, sits rigid in the background, staring
	into the void of his imagination.

	RIPLEY AND CLEMENS

					RIPLEY
			You never told me. Why did you get
			sent out here?

					CLEMENS
				(matter-of-factly)
			I killed two people.

	BEAT.

					RIPLEY
			Why?

					CLEMENS
			A woman had a bad accident, lapsed
			into a coma, had no chance of ever
			coming out of it, so I gave her a
			lethal shot.

	Pause. Ripley lets this sink in a moment. Then:

					RIPLEY
			Who was the other one?

					CLEMENS
			The seven-month old fetus she was
			carrying.
				(MAJOR BEAT)
			She was my wife.

					RIPLEY
			The woman I reminded you of?

					CLEMENS
			Yes. The authorities gave me a
			choice. The reason I came here is I
			wanted to go some place far enough
			away in order to forget.

	There's a pause.

					CLEMENS
			What about yourself, Ripley. Are you
			married?

					RIPLEY
			No.

	Clemens just nods.

	GOLIC

	sensing something in his hallucinated mind, starts straining at his
	straps.

	A SHADOW

	indistinct looms on the ceiling.

					GOLIC
			I'm here, your humble servant. Into
			the darkness. Into the void.

					RIPLEY
			Isn't there something you can give
			him?

					CLEMENS
			There's one thing we still haven't
			learned to cure: insanity.

					GOLIC
				(in the background)
			I want my dragon jacket back! I want
			my dragon jacket back!

					RIPLEY
			He's right. It's out there.
			Somewhere.

					CLEMENS
			We'll get off this place. You and I.

	Ripley lcoks at him dejectedly as though all hope had been lost.

	They're interrupted by a BUZZ on the INTERCOM:

					AARON (O.S.)
			Report to the Mess Hall. Andrews
			requests your presence in the Mess
			Hall.

					GOLIC
				(really wigging now)
			Prepare for deliverance, get ready
			for redemption!

	Suddenly...

	THE ALIEN

	drops down from the ceiling behind Clemens.
	Rises to its full height -- over eight fall tall.
	Big, black, shiny-smooth head moves into the light.
	Then it moves towards Ripley, cable-like arms stretched out in front
	of its torso, moving out of sync with its feet.
	Ripley tries to move, cry out, but she's immobilized with fear and
	horror.

	The Alien comes right up behind Clemens.
	But, before he can turn, it rips his head off violently.

	Ripley can't scream, she's nonplussed with fear.
	The Alien closes in on her.

					GOLIC
			I am the darkness and you are the
			light, I am the son and you are the
			mother!

	The Alien continues to close in on Ripley, now crawling backwards on
	the floor.
	Gets right over her.
	Then it stops.
	Cocks its head.
	Looks at Ripley odd-like.
	As if it sensed something.
	Clemens' blood drips onto her face.

	Then, suddenly, for no reason, it vaults up into the overhead air-
	shaft and is gone.

	RIPLEY

	Mouth agape, scared shitless, thinking she was a goner.
	What happened?

	Golic has gone catatonic again, lost in his own hallucinated world.

									CUT TO:

58	INT. MESS HALL

	The prisoners have gathered.
	They're all smoking, muttering in heated whispers.
	The word has spread.
	Suddenly, they GROW QUIET, as:

	DILLON

	addresses them with his booming, imperious voice.

					DILLON
			My sinner brothers. Our God works
			sometimes in strange ways. We may
			not know His purpose or understand,
			but we must keep the faith.
				(BEAT)
			I have distressing news. Three of
			our brothers have fallen, and four
			others have strayed from the path.

	Reactions from the prisoners.
	Junior and Gregor, standing together, looking shamefaced.

					DILLON (CONT.)
			It is not for us to judge; it is our
			responsibility to pray for them, to
			pull together in this dark time.

	The assembled prisoners nod to one another in renewed affirmation of
	their beliefs.

					DILLON (CONT.)
			I beseech you to stay to the course
			I have taught you, to hold firm in
			your beliefs. You must come to me
			first if temptation assails you.
				(BEAT)
			This will be a lesson to all. And we
			will forgive!

	Andrews standing off to the side with Aaron, waiting his turn.

					THE PRISONERS
			WE WILL FORGIVE!

	ANDREWS

	steps forward now, addressing the prisoners.

					ANDREWS
			Here are the facts. At O-four-
			hundred hours, Brother Murphy was
			sucked into a fan in Vent Shaft
			Seventeen and died.

	Reactions from the prisoners.

					ANDREWS (CONT.)
			At O-eight-hundred hours, Brothers
			Rains, Boggs, and Golic set out on a
			routine foraging mission. Three
			hours later, Brother Golic returned
			babbling incoherently about some
			kind of beast.

	The PRISONERS grow vocal now, wondering what to believe.

					ANDREWS (CONT.)
			Quiet! After an inspection in which
			Brother Dillon was present it was
			determined that Rains and Boggs have
			met their death at the hands of
			Golic.

	outcries from the PRISONERS.
	They bang CUPS on the railings.
	A small-scale riot.

					ANDREWS (CONT.)
				(talking over the
				prisoners' outcries)
			Quiet! I have not finished the
			report. The investigation is
			continuing. As to the dragon that
			Brother Golic claims to have seen, I
			think we can safely conclude that
			this is a convenient...

	Suddenly...
	A SOUND from above.
	Andrews stops and looks up.

	THE ALIEN
	the "beast" that he has just decried, whips down like a bolt of
	lightning and snatches him away.
	Both gone in an instant.
	The Prisoners shriek in fear.
	Dillon has a stunned look of terror frozen onto his face.
	No one knows what to do.

	DOORWAY

	Ripley pulls open the door.
	Just in time to see the last of Andrews -- screaming in his death
	throes -- heading up into an air shaft in the clutches of the fleeing
	Alien.

	Ripley turns to Dillon.

					RIPLEY
			Get these people under control.

	Dillon looks at Ripley, understands.

					DILLON
			EVERYONE PRAY!

	And the Prisoners all stop the ruckus at once.
	They begin a low haunting GREGORIAN CHANT.

	Ripley comes up to Dillon.

					RIPLEY
			It just got Clemens. We've got to
			move. Fast.

	Morse just stands there, unable to chant, mouth agape, still staring
	up at the ceiling.

					MORSE
			Fuucckkk...

[]

									CUT TO:

61	INT. ASSEMBLY HALL

	All the PRISONERS are huddled in the Assembly Hall.
	They're in groups, smoking, whispering heatedly about what they've
	just witnessed, etc.

	JANNI, ERIC, MARTIN -

					ERIC
			You see that thing?

					JANNI
			Looks like something I used to get
			for Christmas when I was little.

					MARTIN
			Or something you see in those old
			movies.

	GREGOR, LAWRENCE, JUDE, WALTER -

	in another small group.

					JUDE
			I'm saying there was a reason it
			took Andrews.

					LAWRENCE
			Because he was a peckerhead.

	Ripley, Dillon, Aaron, Morse and a few other Prisoners.
	They're listening to Ripley now:

					RIPLEY
			It's some kind of parasite. It lives
			off a host until it's big enough to
			move around on its own.

					DILLON
			What kind of host?

					RIPLEY
			Human. You and me.

					MORSE
			That thing ain't getting in to me.

					AARON
			How do we stop it?

					RIPLEY
			It's afraid of fire, but without
			weapons, I don't know...

					MORSE
			I say we charge it. It wants to fuck
			with us, we'll...

					DILLON
			Morse! Watch your language!

					RIPLEY
			Any heavy machinery? Industrial
			tools?

					AARON
			Just industrial waste.

					RIPLEY
			Anything toxic? flammable?

					AARON
			Toxic  flammable.
			Quinitricetylene. They've been
			unloading that shit on us for years.

					RIPLEY
			How much have you got?

					AARON
			How much do you want?

									CUT TO:



62	INT. UNDERGROUND STORAGE AREA

	Ripley, Dillon, Aaron, Morse, a few OTHER PRISONERS, standing around
	piles of heavy DRUMS that have "Quinitricetylene - Highly Flammable"
	stenciled on them.

					AARON
			I once saw a truck hit a wall and
			ignite ten of these. Blew out five
			city blocks. We can force this thing
			in any direction we want with this
			shit.

					RIPLEY
			Okay, but we're not going to be
			setting these things off like
			firecrackers. I just want to fire up
			these passageways and find a way to
			seal it off somehow. Until the
			rescue team comes.

					AARON
			This place is nothing but air-ducts
			and vent shafts.

					RIPLEY
			Great. That's home sweet home for
			this thing. Isn't there any place
			that can be locked off?

					MORSE
			What about the Toxic Waste Dump?

	Ripley turns to Morse with renewed hope:

					RIPLEY
			What's that?

									CUT TO:

63	INT. FILE ROOM

	A large dingy room bulging with file cabinets and dilapidated desks.

	A MAP

	is laid out before Ripley, Aaron, Morse, and Dillon.

					AARON
			It's at the end of this passageway.
			Here.

	And Aaron points to a place on the map clearly denoting the Toxic
	Waste container.

					RIPLEY
			What are its dimensions?

					MORSE
			Fourteen foot thick lead-lined steel
			walls. It's acid-proof, blast-proof,
			nuclear waste proof.

					RIPLEY
			All right. It'll nest in one of the
			passageways until it needs to get
			another one of us for its
			reproduction purposes.

					DILLON
			Golic was right.

	Ripley looks at Dillon.
	Then she turns her attention back to the map.

					RIPLEY
			We need to fire up these outer
			passageways and force it towards
			this container.

					AARON
			That's a hell of a lot of tunnels to
			seal off.

					RIPLEY
			We're going to need all the men.

					DILLON
			Some of them may not go. They've got
			nothing at stake fighting this
			thing.

					RIPLEY
			Except their lives. You've got to
			talk to them, Dillon. This is our
			only chance.

	Dillon looks at Ripley, slowly nodding assent.

									CUT TO:

64	INT. ASSEMBLY HALL

	The PRISONERS have gathered.
	Solemn, not smoking, as if understanding the gravity of this meeting.
	Ripley and Aaron are standing off to one side.

	DILLON

	takes center stage:

					DILLON
			A grave peril has descended on our
			wretched sanctuary. The dragon that
			Golic saw is real!

	Muffled exclamations from all the prisoners.

					DILLON
			Whether it is God testing us once
			again I don't know, but we have no
			choice but to fight it.

					PRISONER
				(shouting out)
			I ain't going out like Rains and
			Boggs.

					OTHER PRISONERS
			Yeah! Yeah!

					DILLON
			This is not a time for discord and
			division. We are one. We work
			together. We eat together. We pray
			together. And we will fight
			together.

					OTHER PRISONERS
			Yeah! Yeah!

					DILLON
			Those who don't want to fight it,
			who want to lay in their cells while
			the rest of us are out there in the
			passageways risking our lives, LEAVE
			THE ROOM NOW!

	Nobody moves.
	There are still some muffled protestations, but everyone is afraid to
	challenge Dillon.

					DILLON
			We will follow the plan of
			Lieutenant Ripley. Though she is a
			woman, she has told the truth about
			this peril!

	There's a silence.

					DILLON
			Who believes in the paradise after
			suffering?

					THE PRISONERS
			WE DO!

					DILLON
			Who believes that redemption comes
			to those who fight the Evil and will
			not run away from it!

					THE PRISONERS
			WE DO!

					DILLON
			For the Brotherhood!

					THE PRISONERS
			FOR THE BROTHERHOOD!

	Dillon steps aside.
	He walks over to where Aaron and Ripley are.
	Ripley gives him a thumbs up.
	Dillon smiles.
	Aaron gets up.

					AARON
			We will meet in the Toxic Storage
			Area in one hour. Be ready.

									SLAM CUT TO:

	[(SCENES 65-83 -- THE BURN-AND-BAG SEQUENCE. NOTE: THE STAGING OF THE
	BURN-AND-BAG SEQUENCE WILL BE FULLY ADDED TO THE TEXT AS STORYBOARD
	INFORMATION BECOMES AVAILABLE. IN ESSENCE: PRISONERS PAINT SHAFTS WITH
	NAPALM, LIGHT IT, WHICH FORCES THE XENOMORPH INTO LARGER CORRIDORS --
	WHICH ARE ALSO TORCHED FORCING THE BEAST INTO THE TOXIC WASTE DISPOSAL
	WHERE IT IS TRAPPED BEHIND THE STEEL DOORS. SEVERAL PRISONERS ARE
	KILLED IN THIS PROCESS.)]

									CUT TO:

83	CONT.

	INT. PASSAGEWAYS

	Dillon activates the sprinklers.

	MONTAGE:

	The faces of the remaining Prisoners.
	Water pouring down on them.
	All of them singing a Gregorian chant.

					DILLON (V.O)
			Those that have fallen...Lawrence,
			Gregor, Janni, Arthur, and even
			Junior...have gone to a better
			place, for...

									CUT TO:

84	INT. ASSEMBLY HALL

	Dillon stands imperiously before the remaining prisoners.

84A	INTERCUT -

	graphic silhouettes of the gathering of the bodies.

					DILLON
				(speaking to the
				congregation)
			...there is no such thing as death.
			There is only this life and the
			afterlife.

	RIPLEY AND AARON IN THE GALLERY

	whispering under their breath:

					RIPLEY
			Any word from the Company?

					AARON
			Rescue team should be here in two,
			three days tops. The only message we
			got was that you were top priority.

	Ripley looks at Aaron:

					RIPLEY
				(thinking to herself)
			They want to take it back...

					AARON
			Take it back? Are you out of your
			mind?

					RIPLEY
			They don't want to kill it.

	Aaron just looks at her, not understanding what she's talking about.

	DILLON -

					DILLON
			Their sins have been atoned. Now
			let's close our eyes in a moment of
			silence...imagine where our fallen
			brothers have gone to rest...

									CUT TO:

85	INT. INFIRMARY

	Golic still strait-jacketed.
	Guarded by Morse.

					GOLIC
			Hey, Morse, let me out of this
			thing.

					MORSE
			No way, Golic. Dillon's orders.

					GOLIC
			What am I going to do if that thing
			comes in here?

					MORSE
			We got it trapped in the Toxic
			waste. It ain't going nowhere.

					GOLIC
			You think I'm going to hurt you or
			something?

					MORSE
			You? I could break you in two with
			my left hand.

					GOLIC
			Do you think I'm crazy?

					MORSE
			I don't know, Golic. A lot of bad
			shit has gone down.

					GOLIC
			I was right about the Dragon, wasn't
			I?

					MORSE
			Yeah, so what? That don't change my
			following orders.

					GOLIC
			You saw it. Everybody saw it.
			Imagine me in the tunnels seeing
			that thing.

					MORSE
			That's why I'm not a forager like
			you.

					GOLIC
			Have some pity, Morse. How would you
			like to be in this thing? Huh?

					MORSE
			I wouldn't.

					GOLIC
			Don't I always give you cigarettes
			before anyone else, huh?

					MORSE
			Yeah.

					GOLIC
			Well, let me out of this thing and
			I'll give you two cartons I've got
			stashed.

	Morse looks at Golic for a long moment.
	Then he starts to remove the straps from the strait-jacket.

					MORSE
			All right. Just to shut you up.
			You're hurting my ears.

	Morse finishing unstrapping Golic.
	Golic swings his arms, get's his circulation back.

					GOLIC
			In the toxic waste, huh?

					MORSE
			Yeah.

	Golic rips a small FIRE EXTINGUISHER off the wall.

					MORSE
			Hey...

	Smack! Smack!
	Golic hammers Morse down and out.

					GOLIC
			No more cigarettes for you, Morse.

	And he wanders off.

									CUT TO:

86	INSERT - DAT SCAN SCREEN - COMPUTER TYPE

			COMMUNIQUE FROM FURY 161.
			WORK CORRECTIONAL FACILITY.
			REPORT DEATH OF
				SUPT. ANDREWS,
				MEDICAL OFFICER CLEMENS,
				EIGHT PRISONERS
			AT THE HANDS OF...

87	INT. COMMUNICATIONS ROOM

	AARON turns to RIPLEY who is standing over him.

					AARON
			What do we call it?

					RIPLEY
			A Xenornorph.

					AARON
			Right.
				(starts to turn back)
			How do you spell it?

					RIPLEY
			Here.

	Ripley elbows him aside.

	INSERT - DAT SCAN SCREEN

	Ripley typing...

			...A XENOMORPH.
			HAVE MANAGED TO TRAP IT
			IN TOXIC WASTE CONTAINER.
			REQUEST PERMISSION TO TERMINATE.

	AARON -

					AARON
			We can't kill it.

					RIPLEY
			They don't know that.

					AARON
			Then why bullshit them?

	Ripley ignores him and turns her attention back to the Dat Scan
	monitor.

	INSERT - DAT SCAN MONITOR

	An answer starts coming back:

			RESPONSE TO FURY 161
			WORK CORRECTIONAL FACILITY
			FROM NETWORK CONTROL
			WEYLAND-YUTANI
			MESSAGE RECEIVED.
			RADIO CONTACT WITH EMERGENCY RESCUE UNIT.
			TO ARRIVE AT TWELVE HUNDRED HOURS.
			PERMISSION DENIED TO TERMINATE XENOMORPH
			REPEAT: PERMISSION DENIED!

	AARON -

	a disbelieving look on his face:

					AARON
			What the...

	And Ripley just looks at Aaron, as though: Now do you understand?

									CUT TO:

88	INT. PASSAGEWAY - TOXIC WASTE DISPOSAL

	A torch is planted in a crack in the concrete wall.
	Flickering light illuminates the battered door.
	It's dented all to hell but still intact.
	Silence from within the container.
	Some distance away on the very edge of the light...

	ARTHUR

	has been posted as guard. He's seated by the massive steel containment
	door.

	GOLIC

	approaches.
	Arthur stands, a perplexed lock on his face.

					ARTHUR
			What are you doing here, Golic,
			you're supposed to be locked up.

					GOLIC
			The mind is a prison.

					ARTHUR
			What the fuck are you talking about?

					GOLIC
			I have to talk to the Dragon.

					ARTHUR
			What? You ain't going in there,
			shithead. Big motherfucker eat you
			alive. And everybody else.

	Golic suddenly lifts a straight razor and slashes Arthur's throat.
	Blood spurts on his face.

					GOLIC
				(matter-of-factly)
			I didn't want to kill you, but I had
			to. Sorry.

	And Golic closes his hand over the straight razor.

	GOLIC

	He eyeballs the battered door.
	Silence.
	Golic starts to fiddle with the control.
	Finding the right button, he pushes it.
	Somewhere, gears creak and whine.
	Steel scrapes on steel.
	Slowly, the massive door opens.
	Golic peers dementedly into the enveloping darkness.
	Nothing.
	Silence.

					GOLIC
			It's me, Golic, sir, are you in
			there?

	A sound.
	Golic has a look of terror and excitement in his face.
	The blackness stretched out in front of him looks portentous.

					GOLIC
			I need to know what to do next?

	THE ALIEN

	appears in all its malevolent glory.
	Looks bigger, more dangerous than ever.
	Then, ignoring Golic, it gallops off down the passageway.

	GOLIC

	turns, looks.
	Smiles.
	Then he takes off, chasing after the Alien.

									CUT TO:

89	INT. MESS HALL

	DILLON sits alone at one of the tables, quietly flipping through the
	pages of an old leather-bound book on medieval alchemy.
	Fabulous pictures of mythological demons.

	Ripley stands, looking down at him, despondent about the situation.

					DILLON
			You're telling me they're coming to
			take this thing back to Earth?

					RIPLEY
			That's right.

					DILLON
			What's the problem then?

					RIPLEY
			If this thing gets back to Earth
			it's going to wipe everything out.

					DILLON
			And why should that concern me?

	Ripley comes around and sits across from him.
	She slams the book shut in his hands.
	Gets him to look at her.
	Can't believe she heard what he just said.

					RIPLEY
			Not exactly the words of a religious
			man.

					DILLON
				(angry)
			Listen to me, Lieutenant. We left
			that place because it made us who we
			are. We don't have any affection for
			Earth and its people. For us there's
			no going back. Understand? We had
			our own little world out here until
			you came.

					RIPLEY
			This place is the ass-end of the
			universe.

					DILLON
			Yeah, but it's ours. And we don't
			care if the Company wants to come
			and take the beast back or not!

	Ripley looks at Dillon, eyes blazing anger.
	Dillon reopens his book.

	The sound of quickly approaching FOOTSTEPS.
	MORSE comes into view. A look of utter panic contorting his face.

					MORSE
			Dillon. There's an emergency!

	Ripley's face, quickly transmogrifying into horror.

									CUT TO:

90	INT. PASSAGEWAY - NEAR TOXIC WASTE DISPOSAL

	Sometime later.
	Ripley, Dillon, Aaron and Morse have arrived and are surveying the
	situation.
	They stare at the open door.
	Arthur is sprawled on the concrete in a pool of blood, his throat
	slashed ear to ear.
	Everyone is looking over their shoulder.
	It could be anywhere. Ominous music.

					AARON
			The fucker's loose. God damn son of
			a bitch, Golic! Andrews was right.
			We should have chained his ass!

					MORSE
				(looking down at Arthur)
			I don't know if we should be out
			here, man. Now, we've got two
			maniacs running loose.

					AARON
			It's your fault, peckerhead!

					MORSE
			You don't run this facility!

					AARON
			Fuck I don't!

	And Aaron jumps up in front of Morse.
	Morse raises his fist, ready to unload.
	Dillon flattens Morse with a powerful chest-punch.
	Morse staggers back.
	Aaron starts to go for Morse.
	Dillon puts his arm between the two of them.

					DILLON
			Back off, Morse.

					AARON
			Tell your fuckin' bozo to shape up!

	Ripley has collapsed against the wall.
	She cuffs a hand over her ear and pulls away.
	It's covered with blood.
	She staggers in place.

					AARON
			What's wrong with her?

					DILLON
				(to Ripley)
			There's blood coming out of your
			ear.

					RIPLEY
			I must have had a concussion all
			this time.

	Ripley staggers in place again, feeling a sharp pain in her stomach.
	Dillon comes over and puts an arm around her.

					RIPLEY
			I need someone to take me to the
			E.E.V.

					AARON
			What for?

					RIPLEY
			Neuroscanner. I need to do a CAT
			scan. If it's a concussion I should
			be in the infirmary.

					MORSE
			Why the fuck are we worried about
			her? We're just standing around
			waiting to be something's lunch.

					AARON
			We haven't got time for a CAT scan.
			We've got a god damn alien beast
			running around again.

	No one is in charge anymore.
	Total anarchy.

					DILLON
			Let's think.

					AARON
			What are you going to do, tell
			everyone to start chanting?

	Dillon ignores Aaron.
	Ripley is still in the background, knees weakening beneath her.

					RIPLEY
			Someone, please.

					DILLON
				(with authority)
			Aaron, help Ripley to the E.E.V. and
			do what she wants. Morse, get your
			brothers in the Assembly Hall and
			tell 'em to bring all the fire axes,
			kitchen knives, whatever they've got
			stashed away. Let's go!

									CUT TO:

91	INT. CONE OF SILENCE

	The E.E.V. still sits on the hangar floor.
	Light flickers, dims and surges again.
	Shadows moving inside the E.E.V.
	Whispered VOICES from within the vehicle:

92	INT. E.E.V.

	Ripley, with Aaron's assistance, crawls partially clothed into one of
	the cryo-tubes.
	Aaron steps over in front of a control panel.
	There's a small keyboard in front of him.

					AARON
			You're going to have to talk me
			through this, Lieutenant.

					RIPLEY
			Hit the "Monitor On" switch.

	Aaron finds it, presses it.

	CAT SCAN MONITOR

	BRIGHTENS SLOWLY to an IMAGE of her internal organs.

					AARON
			Check.

					RIPLEY
			What do you see?

					AARON
			Bones, fluid. What the hell am I
			looking for? I'm no neurosurgeon.

	Tight on Ripley's face:

					RIPLEY
			I don't know. Hit "Start Scan."

	Aaron finds the appropriate button and pushes it.
	The CAT Scan machine starts to move very slowly along the length of
	her body.
	The Monitor: more bones and fluid.

					RIPLEY
			Anything?

					AARON
			Nothing unusual I can see.

	CAT Scan machine continuing to move slowly.

					AARON (O.S.)
			Ripley?

					RIPLEY
			What is it? What do you see?

	The CAT Scan MONITOR:
	something horrific, unfocused, starts to come into view.

					AARON
			How do I stop this thing?

					RIPLEY
			"Stop Scan" button.

	Aaron presses a button.
	The machine stops, grows quiet.

					AARON
				(barely able to speak)
			Oh my god, it's like...the thing...
			only very tiny. Inside you. Jesus
			mother of god.

	BEAT.

					RIPLEY
			I want to see the thermal printout.

					AARON
			I don't know, Lieutenant...

					RIPLEY
			Just show it to me.

	Aaron reaches over to the thermal printer and takes the image that's
	rolling out.
	He hands it to Ripley.

	RIPLEY

	On her face as she looks at the image.

	THE PRINTOUT

	Her entrails.
	Looking closer, we SEE:
	curled around the base of her spine, close to her womb:

	A BABY QUEEN ALIEN

	It looks like a reptile of some kind.

	RIPLEY'S FACE

					RIPLEY
				(almost to herself)
			It's...inside me.

					AARON
			What does it mean?

					RIPLEY
				(very calmly)
			Press Zoom, please.

	Aaron does as he's told.

	THE MONITOR -

	Zooming in to E.C.U. on the Baby Queen.
	Within it, we SEE thousands upon thousands of MICROSCOPIC EGGS...

					RIPLEY
			What do you see?

					AARON
			Looks like spores, thousands of 'em.

					RIPLEY
				(stunned voice)
			It must be a queen.

					AARON
			What?

					RIPLEY
				(matter-of-factly)
			A baby queen.
				(BEAT)
			The Mother of the Apocalypse.

	Aaron's eyes are bulging out of their sockets.

					RIPLEY
			That's why it wouldn't kill me.

					AARON
			When the rescue team comes, I'm sure
			there will be a doctor. They can
			remove it.

					RIPLEY
				(resignedly)
			No. Don't you see.  is what
			they want.

					AARON
			What?

					RIPLEY
			It all ends here on fury 161.

	Aaron's face registering a kind of mindless terror.

93	[OMITTED]

									CUT TO:

94	INT. ASSEMBLY HALL

	General confusion as the REMAINING PRISONERS talk heatedly among
	themselves.
	Brandish their newfound weapons: axes, cleavers, whatever they could
	get their hands on.

	DILLON

	fire axe held aloft over his head, takes center stage.

	The Prisoners grows quiet.
	They're frightened; they want answers.

					DILLON
			Give us strength, O Lord, to endure.
			Until the day. Amen.

					REMAINING PRISONERS
			AMEN!

	Dillon looks his men over, one by one. Then:

					DILLON
			It's loose.

	Horrified reactions from the assembled convicts.

					DILLON
			I'm not going to lie to you. We're
			in trouble. It could be anywhere --
			in the passageways, the air vents,
			right in here. We're not safe
			anymore.

					GREGOR
			I vote we head for the beach.

					DILLON
			There's only arctic gear for three
			people. And even then you wouldn't
			last out there more than two hours.
			We're going to stay together. We're
			going to sleep in shifts. We're
			going to look out for each other.
			Until something can be figured out.

					TROY
			What about Golic? He's out there
			now, too.

					GREGOR
			Yeah, he's killing his own brothers
			now.

					DAVID
			Murdered Arthur.

					OTHER PRISONERS
			Yeah.

	Dillon is losing his power, moment by moment.

					DILLON
			I was wrong about Golic. I thought I
			could trust him.

					TROY
			So, what are you going to do about
			it?

					DILLON
			I don't know. He's my personal
			responsibility. I'll take care of
			it.

					GREGOR
			Yeah, like you took care of us when
			we burned all that shit to get it
			trapped?

	The remaining prisoners start to side with Gregor.

					DILLON
			Those of you that want to go it
			alone, be my guest. But I'm staying
			here. God have mercy on your souls.

	The prisoners continue grumbling among themselves.

	Suddenly,

	AARON

	appears, looking shaken.
	He's apprehensive with all these convicted murderers suddenly armed
	around him.
	He walks up to Dillon.
	The two exchange words only between themselves.
	Ripley is nowhere in sight.

					DILLON
			What is it?

									CUT TO:

95	INT. ANDREWS' QUARTERS

	Ripley is standing, despondent, slumped against the wall.
	Dillon stands over her, holding his axe.

	Ripley slowly looks up at Dillon.

					RIPLEY
			The one inside me is a queen. I
			could see thousands of eggs. I don't
			know how long the gestation period
			is going to be. But when it comes...
				(BEAT)
			...It will be...the end of
			everything.

					DILLON
			What are we going to do?

					RIPLEY
			We've got to destroy it.

	And she looks straight at Dillon with deadly meaningful eyes.

					RIPLEY
			You've got to kill it.

	Dillon looks at her as if she were out of her mind.

					RIPLEY
			And after you do it, you've got to
			cremate me. Like the little girl.

					DILLON
			I can't kill anyone. I can't cremate
			anyone.

					RIPLEY
			Look, I'm dead anyway. When these
			things are born...!

					DILLON
				(cutting her off)
			I don't kill anymore. Get someone
			else. Or do it yourself!

					RIPLEY
			It's got to be done now. Help me.
			Before it comes out. Get it over
			with!

	Dillon looks down at her.
	Ripley breaks down, starts to cry, in utter despair over situation.

					RIPLEY
			There's no other solution. Please.

					DILLON
			I used to be a violent man -- a
			cold-blooded murderer. And I paid a
			price. But I don't kill no more. Not
			for war, not for love, not for
			money, not for anyone.

					RIFLEY
			Please. Do it for humanity.

					DILLON
			You want to die, Lieutenant, because
			you have this thing inside you?

					RIPLEY
			Yes.

					DILLON
			You fall out of the heavens and
			bring this thing upon us all, and
			now you want to check out and leave
			us here to go it alone?

					RIPLEY
			Yes. I'm sorry.

					DILLON
				(angry, raises his axe)
			All right, if that's what you want.
			Is that what you want?

					RIPLEY
				(weakly)
			Yes.

					DILLON
			You want to die?

					RIPLEY
			Yes...

					DILLON
			Say good night, Lieutenant.

	And Dillon raises the axe even higher.
	Ripley shuts her eyes tightly.
	Dillon swings the axe down with all his strength.
	SLAM!
	Into the wall an inch from her head.
	Slowly, Ripley opens her eyes, turns her head to Dillon, who's staring
	down at her with veins popping like ropes on his forehead.

					DILLON
			I can't kill you. And I don't think
			you want to die. Not like this. When
			you're ready to start talking about
			how we can save ourselves, you know
			where to find me.

	And Dillon turns around and walks off with the axe still buried in the
	wall next to her head.
	Ripley's face, stunned disbelief.

									CUT TO:

96	INT. ABATTOIR

	Eric, William, and Gregor, bandaged due to his burns, are getting into
	what looks like post-apocalyptic arctic anti-nuclear gear.

					ERIC
			Okay, we got food, survival kits. We
			get to the caves off the beach.
			Rescue unit arrives. We're home
			free.

					WILLIAM
			What are they going to do with us?

					GREGOR
			They're going to take us back with
			'em.

					ERIC
			Right. We got it made. Them other
			dumb shits gonna get the chop.

					WILLIAM
			Let's go.

	Across the way, one of the lights go off.
	Then another.

					GREGOR
			What is that?

					WILLIAM
			What's it look like?

					ERIC
			Like the fuckin' light went off.

					WILLIAM
			That's what I thought.

					GREGOR
			Yeah. Okay. But who turned it off?

	Another light goes off.

					GREGOR
			Who's turning off the fucking
			lights?

	Yet another light goes off.

					WILLIAM
				(into the darkness)
			Turn 'em back on whoever it is.

					GREGOR
			Yeah, motherfucker.

					ERIC
			Maybe they're burning out.

					WILLIAM
			Let's just get the hell out of here.

					GREGOR
			Let's hold on a moment.

					WILLIAM
			What, we're afraid of lights burning
			out?

					ERIC
			Might be the dragon.

					WILLIAM
			Dragons don't know how to turn off
			lights, moron!

					GREGOR
			He's right. It ain't the dragon.
			Don't make sense. Lights are
			probably on some automatic timer.

					ERIC
			I've been here ten years and never
			heard of no automatic timer.

					WILLIAM
			What the fuck do you know?

					ERIC
			I know there's no automatic timer.

					WILLIAM
			Well, turn 'em back on, then?

					ERIC
			Me?

					WILLIAM
			Yeah, you, meathead.

	The room is now very dark.
	The far walls are no longer visible through the gloom.

					GREGOR
			Fuck it. I'll go. Any of you pussies
			want to come with me?

	William and Eric look at one another.

					ERIC
			Fuck it, I'll go.

					WILLIAM
			I'll watch the stash.

	Gregor and Eric move off.
	William stands alone in the darkness.

					WILLIAM
			Automatic timer, I'm telling 'em.

	But he's getting nervous.
	Suddenly, he feels something behind him in the dark.
	He turns, a look of horror.

	It's Golic running at him full speed with a huge butcher knife
	clutched in both hands over his head.
	He stabs William right below the throat.
	William is more stunned than dead.

					WILLIAM
			Golic. Hey, buddy, it's me, William.

	And then William topples over backwards.
	Stone dead.

	Golic removes the huge butcher knife from William's chest, all the
	while smiling.

					GOLIC
			I had to do it William. It's better
			this way.

	Then Golic disappears into the shadows.

	GREGOR

	having heard the voices is running back by himself.

					GREGOR
			It's just the circuit break...

	Right into Golic.
	Who slashes his throat.

	Then, Golic starts cutting tne arctic gear off Gregor's body in strips
	with the butcher knife.
	Something is moving in behind him.
	Golic has a weird little smile on his face, as though he knows
	something we don't.
	He turns, brandishing his blood-stained knife.
	He's both frightened and out of his gourd at the same time.
	He waits.
	A SHADOW closes darkens over him.
	Golic slowly nods to himself.

	ERIC

	in the far corner of the Abattoir, seeing something O.S., screams
	bloody murder and takes off running.

									CUT TO:

97	INT. COMMUNICATIONS ROOM - DAT SCAN

	Ripley is sitting at the DATT Scan machine.
	She's typing in different codes.
	Every time she HEARS a BEEP and gets the same readout:

			ACCESS DENIED.
			ENTER SECRET CODE FOR NETWORK OUT-LINE.

	Ripley types in another possible code.
	Another BEEP.
	Another error message on the monitor.

	NEW ANGLE -

	AARON

	comes in and stands over her.

					RIPLEY
			What's the code? I want a line out
			to the Network.

					AARON
			What for?

					RIPLEY
			I'm going to tell them that the
			whole place is toxic and to get a
			message to the rescue team to turn
			around.

					AARON
			What are you, fucking crazy?

					RIPLEY
			What's the code?

					AARON
			I'm not giving you the code,
			Lieutenant!

					RIPLEY
			You listen to me, you little junior
			warden, if it gets off this planet
			it'll annihilate everything. And I
			know that for a fact because I'm the
			only one who's ever survived it.

					AARON
			Why in god's name would they want to
			take it?

					RIPLEY
			They want it for their bioweapons
			division. Do whatever they do to it
			to make whatever they want out of
			it. But they can't control it.
			You've seen what it can do.

	Aaron looks at her like she's half-cocked.

					AARON
			I'm sorry you've got this thing
			inside you, Lieutenant, but I'm not
			going down in this miserable
			shithole with all these scum. I've
			got a wife and kid. I've already
			been reassigned. That rescue unit's
			going to be taking all of us...

	Suddenly, Aaron halts mid-sentence, looks over his shoulder, SEES:

	DILLON

	appearing out of the shadows, looming large.

					DILLON
			Taking all of us? Where?

	Aaron is scared shitless now.
	Dillon moves closer to him, not threateningly, but Aaron feels like an
	idiot anyway.

					DILLON
			What did you just say?

					AARON
			They're shutting it down. We're all
			going back.

					DILLON
			How long have you known this?

					AARON
			Over a year.

	Dillon stares at Aaron for a long moment.
	BEAT. Then:

					DILLON
			Give her the code!

					AARON
			You're going to have to kill me,
			Dillon.

					RIPLEY
				(laughing out loud)
			He won't do it.

	Aaron looks at Ripley.

					AARON
			This place has gone fucking nuts.

	AN ALARM GOES OFF.
	A VOICE comes crackling over the INTERCOM.

					TROY (O.S.)
			Dillon. It's Troy. The abattoir.
			Something has happened!

									CUT TO:

98	INT. ABATTOIR

	The scene of the carnage.
	Ripley, Dillon, Aaron and Morse are walking slowly through the
	abattoir.
	The murdered bodies of Gregor and William lay sprawled in pools of
	blood.
	Eric is sitting in a corner, hands over his head, blubbering like a
	fool.

					AARON
			Jesus Christ.

	Ripley pays particular attention to the ox whose chest has exploded
	open.

					RIPLEY
			This is where it started.

	Morse looks down at the body of William.

					MORSE
			Golic's work.

	Moving deeper into the abattoir, Dillon finds:

	GOLIC

	cocooned, ensconced in fluid, and still alive!
	He appears to be trying to say something.
	Morse leans forward and listens.
	Then he turns to Dillon:

					MORSE
			He's saying 'I'm sorry, sir.'

	Dillon just looks at Golic, shaking his head.
	The others all stand behind him, looking.
	Eric continues babbling inanely in the background.

	Ripley walks up to three of them now, galvanized:

					RIPLEY
			It could be anywhere now, we've got
			to move.

					AARON
			Let's just let the Company handle
			it. We'll barricade ourselves in the
			Toxic waste if we have to.

					RIPLEY
			The company's not going to handle
			it! I'm telling you! Every time I've
			come across this thing they've got
			some excuse for keeping it alive.

	Aaron starts to take Ripley a little more seriously.

					DILLON
			All I know is they're not getting
			into this facility.

					AARON
				(to Dillon)
			There's nothing we're going to be
			able to do about it.

					DILLON
			Nothing you can do about it? You
			underestimate us, warden, and our
			desire to stay.

					MORSE
			What? They're shutting it down?
			We're going back?

					DILLON
			They've got no more use for us,
			Morse.

					MORSE
			That sucks!

					AARON
			That's reality.

					RIPLEY
			That's not the problem.

	Everyone turns to Ripley who has their attention now.

					RIPLEY
			If -- this -- thing -- gets -- off
			-- this -- planet, no one will have
			anything to look forward to,
			anywhere. No religious colony, no
			wife, kids, nothing.

	They all look at her, beginning to believe.
	To Aaron, especially, the magnitude of the situation begins to sink
	in.

					AARON
			O.k., what if...what if it is the
			Apocalypse, then what the fuck are
			we going to do?

					MORSE
			We're not doing another one of those
			quinitri-nitro-burn-and-boogie
			missions. You can count me and the
			brothers out, Devil Lady.

					AARON
			There's none of that stuff left
			anyway.

					RIPLEY
			What about these Lead Works?

					AARON
			What about them?

					RIPLEY
			You've got a furnace there, right?

					MORSE
			Yeah.

					RIPLEY
			Hot enough to refine ore?

					AARON
			Yeah, so? How do we get it in there?

					MORSE
			Yeah, 'come here, little poochie.'

					AARON
			You're not helping, Morse, so shut
			up.

					RIPLEY
				(ignoring them)
			It won't kill me. It can't. I'm
			carrying the queen.
				(BEAT)
			If we can figure some way to lure it
			out and...the lead, those sheets you
			were making...how do you do that?

					MORSE
			We forge 'em in a mould.

					RIPLEY
			A mould? Air tight?

					MORSE
			A piston closes it off from the
			other side.

					RIPLEY
			Air tight?

					MORSE
			Do I hear an echo?

					AARON
			Let me understand this, Lieutenant.
			We're going to lure this thing into
			the Lead Works and then what?

	BEAT.

					RIPLEY
			We're going to bury it alive in
			molten lead.

	Everyone exchanges portentous looks.

					AARON
			Why do we have to be heroes? Why
			don't we just take our chances and
			hole up somewhere? Or spread out and
			hope some of us make it?

	Aaron looks at Ripley -- not knowing what to say anymore.
	Ripley turns to Dillon now:

					RIPLEY
			It's your call, Dillon. We need
			everyone.
				(BEAT)
			Are you ready to try to save this
			place?

	DILLON'S FACE, slowly nodding...

100	[OMITTED]

									CUT TO:

101	INT. THE BUG WASH

	The Prisoners are seated around.
	Some of them smoke cigarettes.
	Ripley and Aaron are off to the side.
	Dillon addresses them now with the tacit understanding that they are
	all going to probably die.

					DILLON
			This is the test, the test of our
			faith, for everything we've
			suffered. I don't know what this
			thing is or where it came from. But
			it chose us first. This is why we
			came here, this is why we made this
			place our own. We're being tested
			now. And maybe it doesn't look like
			we'll make it out of this. But if we
			believe in ourselves, what we've
			accomplished here, then that's all
			that matters.

					KEVIN
			I'd rather choose my own way to die.

					DILLON
			We were meant to sacrifice for
			something higher. We've done a lot
			of bad, now let's do some good.

	Scattered grumbling among the remaining prisoners.

					DAVID
			You're saying we let that thing
			chase us and kill us?

					DILLON
			I'm saying we have to fight it. With
			whatever we have left. And it
			doesn't look like much, I know. But
			we have one thing.

					TROY
			What's that?

	BEAT.

					DILLON
			We're going to fight it with our
			motherfucking souls.

	The prisoners look at Dillon.
	Their eyes riveted on him.

					DILLON
			We're going to stare down this evil
			like men. And there ain't going to
			be a single one of us not redeemed
			in the eyes of God.

	Silence.
	Everyone looks at one another.

					DILLON
			In or out. I want a show of hands.

	Slowly, one by one, the Prisoners raise their hands.
	Morse waits until all of them are in the air.
	Then, slowly, he raises his.

	Off to the side, Aaron raises his as well. He's one of them now.

	Dillon nods as if, "okay, that's settled".

					DILLON
			Those that make it...remember the
			rest of us.
				(BEAT)
			Lock the doors! This thing ain't
			getting off Fury 161.

	The Prisoners raise their clenched fists together in silent unison.

									CUT TO:

102	INT. THE DOORS IN THE BUG WASH LEADING TO THE OUTSIDE

	Troy and another Prisoner lock the doors.
	A RESOUNDING THUD reverberates through the Bug Wash.

									CUT TO:

	[(THE BAIT-AND-CHASE WILL BE WRITTEN OUT WHEN THE NEW STORYBOARDS ARE
	MADE AVAILABLE IN THE ENSUING DAYS. THE IDEA OF THE BAIT-AND-CHASE
	PLAN IS AS FOLLOWS: THERE IS A MAIN CORRIDOR WHICH LEADS TO THE LEAD
	MOULD -- A NARROW ENCLOSURE WHERE THE MOLTEN LEAD IS POURED. OFF THE
	MAIN CORRIDOR THERE ARE SIX DOORS -- THREE ON EACH SIDE. THESE DOORS
	LEAD TO THE LABYRINTHINE MILES OF PASSAGEWAYS ON THE PLANET. THE PLAN
	IS TO POSITION THE VARIOUS PRISONERS OUT IN THE PASSAGEWAYS IN ORDER
	TO LURE THE ALIEN INTO THE MAIN CORRIDOR WHERE THE OTHER PRISONERS
	WILL HOPEFULLY SHUT THE DOORS AND IMPRISON IT THERE. ONCE THE ALIEN IS
	TRAPPED IN THE MAIN CORRIDOR, AARON WILL THROW THE SWITCH THAT
	ACTIVATES A HUGE PISTON ON ROLLERS THAT MOVES DOWN THE CORRIDOR IN AN
	AIR-TIGHT PERFECT FIT TOWARDS THE LEAD MOULD. WHAT HAPPENS IS THAT ALL
	ANARCHY BREAKS OUT IN THE EFFORT TO GET THE ALIEN INTO THE CORRIDOR
	AND MOST OF THE PRISONERS BUY THE FARM. BUT THEY FINALLY MANAGE TO GET
	IT INTO THE CORRIDOR AND CLOSE MOST OF THE DOORS. SEEING THAT THE PLAN
	IS GOING AWRY, RIPLEY TAKES IT UPON HERSELF TO TRY TO LURE THE ALIEN
	INTO THE MOULD. BUT THE ALIEN WON'T GO AFTER HER -- IT ACTUALLY WANTS
	TO PROTECT HER BECAUSE SHE'S CARRYING THE QUEEN. DILLON HEROICALLY
	STEPS UP AND PRETENDS TO HOLD HER HOSTAGE. NOW THE ALIEN GOES AFTER
	THEM. THEY BACK IT INTO THE MOULD. AARON, MEANWHILE, HAS GONE RUNNING
	BACK INTO THE FACILITY TO INTERCEPT THE WEYLAND-YUTANI COMPANY MEN.
	MORSE, THE ONLY OTHER PRISONER LEFT BESIDES DILLON, OPERATES THE
	GANTRY.)]

	[(I'M GOING TO PICK UP THE ACTION NOW AT THE POINT WHERE AARON THROWS
	THE SWITCH ON THE PISTON THAT FORCES THE ALIEN INTO THE LEAD MOULD
	WITH RIPLEY AND DILLON.)]

									CUT TO:

150	EXT. THE PLANET FIORINA -THE BEACH

	The RESCUE SHIP lowers its landing pods in preparation for landing...

									CUT TO:

151	INT. MAIN CORRIDOR - ENTRANCE TO THE MOULD

	Ripley, with Dillon's massive arms encircled around her, back down the
	main corridor towards the Lead Mould.

152	ALCOVE -

	Aaron waits on the piston switch.

153	PASSAGEWAY - OFF MAIN CORRIDOR

	The last Prisoner in the Bait-and-Chase front end of the relay lure,
	bloodied, crawls through the door and slams it shut.

154	THE MAIN CORRIDOR

	Ripley and Dillon, seeing now that the Alien only has one way left to
	go, shouts to Aaron:

					RIPLEY
			Now!

155	AARON IN THE ALCOVE

	throws the switch to activate the piston.

156	MAIN CORRIDOR

	The Alien, shut off now from the passageways turns around to see:

156A	THE PISTON

	forcing the Alien in the direction of Ripley and Dillon.

157	THE LEAD MOULD

	Ripley and Dillon back into the mould.

									CUT TO:

158	EXT. THE PLANET FIORINA - THE BEACH

	The COMPANY MEN -- twelve in all -- heavily armed with pulse rifles,
	disembark.

									CUT TO:

159	ALCOVE

	Aaron closes the door on the last passageway, preventing the Alien
	from going in any other direction, and then takes off running.

160	THE MAIN CORRIDOR

	The piston continues moving forward.
	Exoskeletal parts of the Alien are abraded and ripped off by the
	moving piston.

161	THE LEAD MOULD

	Ripley and Dillon, waiting now.

					RIPLEY
			It's closed off. Nowhere to go now,
			but in here.

					DILLON
			You called it, sister.

					RIPLEY
			Scared?

					DILLON
			To quote Revelations 7:18. Fucking
			A, sister.

	Ripley smiles.

									CUT TO:

162	EXT. ENTRANCE TO FURY 161

	The Company Men approach the doors leading into Fury 161.

163	INT. PRISON COMPLEX -

	A BEAT.
	Then the doors blow open.

	REVEALING

	the Company men, led by their Commander -- Bishop II (but we don't
	reveal him as such until later -- he will be either silhouetted or
	shot in overs).

	They survey the situation briefly, then the Commander signals them and
	they march off.

									CUT TO:

164	THE LEAD MOULD

	The Alien turns away from the piston now closing in on it and focuses
	his attention on:

	RIPLEY AND DILLON

	backing into the mould.
	Dillon still has her in his grasp.

	THE ALIEN

	is confused.
	It's Ripley, who it can't destroy and, Dillon, who he must.
	It moves towards them.

165	INT. PRISON CORRIDOR

	Aaron is running pell-mell through the corridor.

166	INT. MESS HALL

	The Commando Team, led by Bishop II, striding through the Mess Hall,
	armed, looking every which way.

	Suddenly,

	AARON

	comes flying into view, out of breath, a look of utter consternation
	on his face.

	He stops dead in his tracks when he SEES:

	THE COMMANDO TEAM

	all twelve of them, heavily armed.

	Bishop II -- silhouetted -- approaches him:

					BISHOP II
			Assistant Superintendent Aaron?

					AARON
			Yes, sir. We have an emergency here,
			sir.

					BISHOP II
			We know all about it.

					AARON
			The Colony's been wiped out. There's
			no one left except me.

					BISHOP II
			Where's Lieutenant Ripley?

					AARON
			She's dead. The place has gone
			toxic. You should get out while you
			can.

					BISHOP II
			Don't panic. We're here to
			micromanage the situation.

					AARON
				(re: Commando Team)
			What's all this?

					BISHOP II
			A specially trained team to help get
			the Xenomorph under control. Now,
			where is she?

	Aaron looks over at the Commando Team and notices that, aside from
	pulse rifles some of them are carrying what appear to be sophisticated
	animal-control devices.

					AARON
			I don't know.

					BISHOP II
			Look, we want to help her. We want
			to help all of you, get you out of
			here safely. You must believe that.

					AARON
			I'm confused.

					BISHOP II
			That's why we're here. Show us to
			Lieutenant Ripley.

	Aaron, perspiring, ambivalent, wanting to believe.

					AARON
			All right. Follow me.

	Aaron starts walking off.
	Bishop II signals to his men.
	They stride off, weapons brandished, Aaron leading the way.

									CUT TO:

167	INT. LEAD WORKS - GANTRY PLATFORM

	Morse looks down at the lead bucket, positioned directly over the
	raging furnace, its contents now a lava-like liquid the temperature of
	Venus.

	Satisfied that it's ready, Morse pulls the appropriate levers and
	begins to maneuver the gantriy and the Lead Bucket into position over
	the Lead Mould.

168	THE LEAD MOULD

	Ripley and Dillon continue to back through the narrow opening of the
	mould.

	THE ALIEN

	bears down on them.

									CUT TO:

169	THE PRISON COMPLEX

	The Commando Squad continues their march through the complex towards
	the Lead Works, moving purposively.

									CUT TO:

170	THE GANTRY PLATFORM

	Morse continues to maneuver the Lead Bucket into position over the
	mould.

171	THE LEAD MOULD

	Ripley and Dillon reach the end of the mould.
	The only way now is up.

	THE ALIEN

	continues its stalking of Ripley and Dillon.

									CUT TO:

172	THE PRISON COMPLEX

	The Commando Team continues marching towards the Lead Works.

									CUT TO:

173	THE LEAD MOULD

	The Alien withdraws into the shadows of the narrow mould.
	Seems to have ceased for a moment its pursuit of Ripley and Dlllon.

	RIPLEY AND DILLON

	Dillon interlocks his hands and Ripley puts one foot in and hoists
	herself up.
	She shoves her fingers into the cracks of the mould wall like an
	experienced rock climber and begins the difficult ascent out of the
	mould.

					RIPLEY
			Stay close.

					DILLON
			Don't worry about me.

	Ripley's hands reaching for a hold.
	Her fingers bleed from contact with the rough concrete walls.

	THE ALIEN

	out of the shadows, enters the mould, moving forward inexorably now.

									CUT TO:

174	THE PRISON COMPLEX

	The Commandos marching towards the Lead Works.
	Aaron leading.

									CUT TO:

175	THE GANTRY

	Morse, operating the crane that's coupled with the Lead Bucket, now
	has it in position over the mould.

					MORSE
			Shit, come on Ripley.

176	THE MOULD

	Ripley climbing, the skin on her fingers abrading, blood running in
	rivulets over her hands.

	Dillon, with all his strength, has his arms extended, giving Ripley
	the last boost she needs to make it to the top of the mould.

					DILLON
			Keep going!

	Then he mounts the wall and starts climbing.

	THE ALIEN

	moves closer to Dillon.
	Sees now that he's separated from Ripley.

177	TOP OF THE MOULD

	Ripley struggles to the top of the mould.
	She looks down, SEES:

	DILLON

	only a few feet off the floor.
	And the Alien (!) closing in on him with lightning speed.

					RIPLEY
			Behind you. Watch out!

	And Ripley reaches her hand back to help Dillon.

	Their hands come close, a few feet.
	Ripley leans farther down.
	Dillon climbs higher up.
	The Alien looms up just behind Dillon now, its arm reaching up to grab
	hold of him.

					RIPLEY
			Your hand. Give me your hand.

	Dillon reaches up.
	Their hands touch. For only a moment.

					DILLON
			Go in peace...Ripleeey...

	And the Alien attacks with savage fury.
	It's inner jaw slides out and its tongue explodes into Dillon's head.
	The walls of the mould are suddenly awash in blood.

	RIPLEY

	horrified, scrambles over the lip of the mould.
	Nothing more she can do.

178	THE GANTRY PLATFORM

	where Morse can see what's happening to Dillon.

					MORSE
			DILLON! NO!

179	THE LEAD MOULD

	But it's too late.
	Dillon is annihilated by the ferocity of the Alien.

180	TOP OF THE MOULD

	Ripley reaches out and clutches some nearby pipes.
	She starts to ascend the pipes, climbing frantically.

	Almost out of the mould now, she looks over to SEE:

	MORSE

	on the gantry platform.

					RIPLEY
			GET READY!

181	THE MOLTEN LEAD BUCKET

	swings into view over the mould.

182	THE LEAD MOULD

	The Alien is climbing up the walls of the Lead Mould.

									CUT TO:

183	THE LEAD WORKS

	Company Soldier in the foreground kicking open a door.
	Bishop II, still shadowed, enters and strides past into the Lead
	Works.

183A	THE LEAD WORKS - ANOTHER ANGLE

	Morse in the foreground on the gantry crane.
	The molten lead bucket swinging over the Lead Mould.
	The furnace roaring incandescently.
	Ripley hanging on to the pipes.

184	MORSE

	slams forward a main RED LEVER.

185	THE LEAD BUCKET

	boiling to the top with molten lead, tips and unloads the scalding
	liquid.

186	THE LEAD MOULD

	The molten lead cascades towards the camera, into the mould.

187	RIPLEY

	still clinging to the pipes, watches as the molten lead plunges just
	out of reach past her into:

188	THE LEAD MOULD

	where the Alien shrieks in agony in what appears to be its final
	death-throes.
	It thrashes around violently in last desperate effort.

189	THE LEAD WORKS

	Bishop II and the Company Men advance towards the stairs leading up to
	the Observation Platform.

190	RIPLEY

	On the pipes, almost directly over the mould, staring down at the
	writhing Alien.

191	THE MOULD

	Smoke billows up as the Alien continues to thrash about desperately.
	Then it disappears beneath the surface of the molten lead.

	A MAJOR LEAGUE BEAT

	Then, suddenly, the Alien rises phoenix-like out of the boiling metal
	death shower directly towards the pipes.
	It gets a hold, smoking and burning.
	It seems surcharged by the very temperature it's risen to.

192	RIPLEY

	realizing that it's not over by a long shot, reaches out for a heavy
	chain hanging nearby.

193	THE ALIEN

	advances up the pipes, growing closer and closer.

194	RIPLEY

	swings out on the chain over the mould.
	She dangles precariously in the air.

	Then she pulls on the chain.

195	A LARGE WATER DUCT

	The lid explodes open and water gushes with the force of gravity over:

196	RIPLEY

	drenched in water, clinging to the chain for dear life, past her to:

197	THE ALIEN

	burning its way up the pipes.
	The freezing water inundates the Alien all in a rush and:

198	THE ALIEN EXPLODES

	its head blowing out into a million pieces.
	It's final death shriek cyro-freezes our spine.

199	RIPLEY

	holding on as she's hit by the blast full force.

200	THE STAIRS LEADING TO THE PLATFORM

	Bishop II and the Company Men fall backwards, holding their hands up
	over their heads.

201	THE LEAD WORKS

	A few moments after the blast.
	Sounds of the fallout.

	Bishop II and the Company Men gather themselves together.

	Morse looks down on the violent aftermath, a look of sadness perhaps
	for Dillon.

	Ripley, still swinging on the chain, knows it isn't over yet:

					RIPLEY
			Morse!

	Ripley climbs hand-over-hand along the chain towards the gantry
	platform.

	Morse goes into action and maneuvers the platform towards her.

202	THE GANTRY

	Morse helps Ripley onto the gantry just as she's about to lose her
	hold on the chain and plummet into the mould.

203	THE STAIRS TO THE OBSERVATION PLATFORM

	The Company Men start walking up.

204	THE GANTRY

	With Morse's help, Ripley struggles to her feet.

	They walk off together towards the stairs leading down.

205	THE OBSERVATION PLATFORM

	Halfway down the stairs, Ripley stops, SEES:

	THE COMPANY MEN

	standing, armed.

	Then, out of the shadows, the light hitting his face directly we
	REVEAL the Commander as:

	BISHOP II

	an exact replica of Bishop the android.

	RIPLEY

	is completely taken aback by his presence.
	She doesn't know what to think.
	She neither goes forward nor backwards.
	Morse stands a few feet behind her, not knowing what to do.
	And Ripley looks haggard, spent.
	She's not all there anymore.

	Bishop II walks up to her, smiling a knowing smile.

					BISHOP II
			It's all over, Ripley.
			Congratulations. We've come to take
			you back.

					RIPLEY
				(delirious)
			Bishop? Is that you?

					BISHOP II
			No, I'm the human prototype. They
			wanted to send a friendly face.

	Ripley starts backing up the stairs slowly.
	Morse moves with her.
	At first Bishop II doesn't close the distance.
	Aaron steps forward.

					AARON
			Ripley, they're here to get us out
			safely.

	Ripley stops her backwards movement.
	Sees Aaron in the shadows.
	She's thoroughly confused now.

					RIPLEY
			You've come to take me back?

					BISHOP II
			Yes. Everything's going to be fine.

					AARON
			They've got the rescue ship all
			ready.

	Ripley looks at Aaron, then back at Bishop II, not sure what to
	believe now.
	Feeling vertiginous, she closes her eyes, opens them again, struggles
	to focus.

					RIPLEY
				(pained look)
			But...it's inside me.

					BISHOP II
			We know. Mr. Aaron told us. We've
			got Dr. Matshuita here -- one of the
			finest transplant surgeons in the
			world -- he's going to remove it.

					RIPLEY
			Remove it?

					BISHOP II
			Yes. You're going to live a long
			life. It's fortunate we came when we
			did.

	Ripley doesn't know what to think.
	She looks at Aaron.
	Bishop II reaches out a kind hand to help her down the stairs.

					BISHOP II
			Here, let me help you.

	Bishop II benevolently holds out his hand.
	He's smiling.
	Ripley starts to back up the stairs again.

					RIPLEY
			How are you going to remove it? I
			have to know.

	Bishop II starts up the stairs.

					BISHOP
			We'll sedate you and when you wake
			this whole nightmare will be over.
			Forever.

	Ripley has reached the top of the platform leading out to gantry.
	There's a chain-link safety gate that closes off access to the
	Observation Platform once the gantry is in motion.

	Dr. Matshuita, standing just behind Bishop II:

					DR. MATSHUITA
			It's quite painless. Only two very
			small incisions.

					BISHOP II
			Ripley, time is of the essence.
			We've got an emergency surgery room
			all set up on the Rescue Ship ready
			to go. Please.

	Ripley now has reached the safety gate.
	She steps back out on to the gantry.
	Her head is spinning.
	She seems slightly delirious all of a sudden.

	Bishop II extends his hand.
	Ripley looks down at it.
	She really is gone.

					BISHOP II
			You're not well, Ripley.

					RIPLEY
			Even if you can remove it, what are
			going to do with it?

					BISHOP II
			We have to study it. We have to see
			what it's made of. It's an amazing
			specimen. And you're the one that
			brought it to us. We applaud you for
			a job well done. Now, give me your
			hand.

	Suddenly, a wave of nausea overcomes her and she staggers in place.

					BISHOP II
			Ripley. You don't need to die.
			You're a beautiful woman. Just tell
			us what you want and it's yours.

	Everyone waits.
	Ripley looks enervated, drained of everything.
	She struggles to think.

					RIPLEY
			I want it totally destroyed.

					BISHOP II
			Fine. Then, we'll destroy it.

	Ripley looks at Bishop II's smiling face.
	Dr. Matshuita also smiles.
	She turns back to Morse, grim-faced, but seeming to think that maybe
	this is the only way.
	She starts to hold out her hand to Bishop II.
	Then she stops.

					RIPLEY
			What guarantee do I have you're
			going to destroy it once you remove
			it from me?

					BISHOP II
			You have my word.

	Ripley looks into Bishop II's eyes.
	He's smiling so benevolently, there's something creepy about it.

	Ripley suddenly has a bad feeling.
	In her stomach; in her head; in her imagination...
	She reaches for a lever that activates the safety gate.

					RIPLEY
			No.

	And with that, she slams the lever down and the chain-link safety gate
	starts to close.
	Bishop II's face grows dark all at once.

					RIPLEY
			Morse. Back it off!

206	THE GANTRY

	Morse scrambles quickly to the control panel on the gantry.
	He throws a lever the gantry starts to move away.

207	DOOR SEPARATING GANTRY FROM PLATFORM

	Bishop II starts towards Ripley, manages to get a grasp on her tunic.

	Ripley tries to pull away.

208	AARON - THE PLATFORM

	realizing what's happening now, picks up a lead pipe -- debris from
	the blast -- blows past the Company Men and swings it viciously,
	hitting Bishop II in the side of the head.

					AARON
			You fucking asshole!

	Bishop II topples to the ground, shrieking in pain.
	Real blood issues from the side of his head.

					BISHOP II
			See, I am not a droid!

	For his efforts, Aaron gets the butt of a gun in the side of his face.
	He staggers against the railing.

209	THE GANTRY PLATFORM

	Morse throws anotner lever and the gantry moves farther away.

210	THE FURNACE

	Roaring now, hotter than ever.

211	THE GANTRY PLATFORM

	as it starts to pull away from Bishop II and the Company Men.

212	OBSERVATION PLATFORM

	Bishop II struggles to his feet.

					BISHOP II
			Ripley, we can still save you. Once
			it's born it's over!

213	THE GANTRY

	Morse maneuvering it farther and farther away from the Observation
	Platform.

	RIPLEY

	as a wave of sharp pain hits her and she doubles over.
	Violent peristaltic movement in her abdomen.

	Morse rushes over to help her.

					MORSE
			Ripley.

					RIPLEY
			Over the furnace. Now.

	Morse looks at her doomfully.

					RIPLEY
			Good-bye. And thank you.

	And Morse, with a sick feeling, scrambles back to the gantry control
	seat.

214	THE PLATFORM

	One of the Company Men fires a pulse rifle at Morse.

215	MORSE - ON THE GANTRY

	A bullet rips into his leg.
	He goes down, but still manages to get back to the controls.

216	RIPLEY - EDGE OF THE GANTRY

	Doubled over in pain, leans out over the gantry.
	The movement in her stomach grows more horrific with every passing
	second.

217	THE FURNACE

	raging.

218	OBSERVATION PLATFORM

	Farther and farther away.

					BISHOP II
				(remonstrating)
			Ripley, there's still hope. Come
			back.

219	THE GANTRY

	Ripley, on her knees now.

	She turns away.
	Her face is contorted in a kind of delirium tremens as though in the
	throes of the most painful childbirth.

	Then, suddenly,

	THE BABY QUEEN ALIEN

	erupts from her abdomen.
	A horrifying little monster, but not big enough or conscious enough
	yet to endanger her.

	Ripley clutches it desperately with her hands, turning it's nascent
	face of apocalyptic doom towards her for one final look.

220	THE OBSERVATION PLATFORM

	Bishop II, holding his bleeding head, struggling to his feet.

					BISHOP II
			Noooo!!!

221	ON THE GANTRY

	Morse, clutching his bleeding leg, continues to maneuver the gantry
	directly over the furnace.

222	RIPLEY - EDGE OF THE GANTRY

	Her hair singed by the heat of the roaring furnace, pulls the Baby
	Queen Alien to her breast and holds it there tightly.

					RIPLEY
			I will never be your mother.

	And with that, she leans backwards and plunges...

223	THE LEAD WORKS

	WIDE of Ripley as she plummets headlong into the furnace.

224	THE OBSERVATION PLATFORM

	Bishop II and the rest of the Men reacting.

225	THE FURNACE

	Suddenly goes pure white -- then cold blue -- as if her spirit had
	risen the moment her body was incinerated.

226	THE LEAD WORKS

	That selfsame BLUE LIGHT fulgurates through the Lead Works.

227	MORSE ON THE GANTRY

	bathed in blue light, head bowed in prayer:

					MORSE
				(sotto voce)
			There is no such thing as death.
			There is only life and the
			afterlife. Amen.

									LONG FADE TO:

	INT. FURY 161

	The abandoned remains of the prison facility.
	Tracking slowly through the rooms.
	A weird plastic bird drinks from a Styrofoam cup.

	Morse and Aaron are being led out of the facility in chains.

	INT. CONE OF SILENCE

	Morse and Aaron walking slowly, heads bowed, past the E.E.V.

	INT. E.E.V.

	Still. Quiet. The cryo-tubes empty.

									DISSOLVE TO:

	EPILOGUE

	INT. SPACESHIP

	(Production Note: This shot could be cheated anywhere for the purpose
	of this epilogue.)

    Source: geocities.com/aerodynes/script

               ( geocities.com/aerodynes)