INT. CARNUBIUM MINE -- DAY

A pick axe SLAMS into solid rock, breaking off a chunk.

The prisoner lowers his axe and wipes sweat from his brow.

Muscled arms, a trim body, alien face partially covered by

the nose piece from a rebreather tank. MERRITT is a hip

alien with a sarcastic wit and a kick back attitude, sentenced

to 25 years for hijacking cargo ships.

A GUARD nudges Merritt with a rifle, prompting him to work.

MERRITT

Hey! Can't you see I'm trying to sleep?

Merritt hefts the axe ad gets back to work.

THERE ARE THREE TYPES OF PRISONERS working the mine:

Aliens like Merritt.

Humans like PRATT, a burned out three time looser with a

weight lifter's body.

But more than half the prisoners are chrome fingernailed

Androids, sentenced for killing humans on Earth. None of

the Androids wear re-breathers... they don't need them.

RALPH 124C41 is the leader of the Android gang. A HUGE mean

looking droid with metal fingernails and grey eyes, guilty

of brutally murdering more than fifty humans. He slams his

axe into the rock... Imagining it's the Warden's head.

Working beside Ralph 124C41 are his two henchmen: SMITH EE17,

a wiry Android with slicked back hair, aluminum teeth, and

pincher claw hands.

And COBLENTZ HL2000, whose body is criss-crossed with baseball-

like seams where he's been sewn together after knife fights.

Coblentz HL2000 breaks through a wall, exposing a vein of

glimmering Carnubium.

COBLENTZ

The fucking motherlode. Vein of

Carnubium!

Merritt wrinkles his nose under the rebreather.

(CONTINUED)

2.

MERRITT

Shit, Coblentz, what you found is a

damned Deros Cave. If you weren't a

fucking Android you could smell 'em.

Let's get out of here before we're

lunch.

SUDDENLY, a slimy DEROS worm breaks through the opening in

front of Coblentz and EATS the PRISONER next to him.

The other PRISONERS yell and scramble out of the mine.

One of the GUARDS fires his rifle, forcing the Deros back.

EXT. MOUTH OF THE CAVE -- DAY

The PRISONERS sit along the side of the mountain, taking a

break. Merritt looks up when NOWLAN nudges him with his rifle.

NOWLAN

Warden wants to see you.

MERRITT

Must be my lucky day.

JACK NOWLAN is head guard of the prison mining colony. Tough

but good natured, he's Esau to Merritt's James Dean-like

Jacob, here on the twin sunned planet Isaac.

Nowlan clips magnetic leg shackles onto Merritt, then nods

for his assistant AL BESTER to take over.

Bester is a farm boy prison guard. Not only second in

command, but Nowlan's best friend. He wears a cowboy hat,

has a small town attitude. Bester gestures for Merritt to

get to his feet.

Nowlan prods Ralph 124C41 with the rifle, and the Android

grabs the barrel. Nowlan pulls the gun back, then JAMBS it

into Ralph's gut.

NOWLAN

Warden wants to see you.

RALPH

Screw you, screw.

NOWLAN

I've got the gun: Screw YOU. Now, you

going to cooperate, or am I going to

have to shoot you again?

Ralph snarls and Nowlan clips on the magnetic shackles.

(CONTINUED)

3.

Nowlan prods Ralph to his feet, escorts the prisoners away.

EXT. PRISON BUILDING - ESTABLISHING -- DAY

The Prison Building scorches under Isaac's twin suns.

INT. GERNSBECK'S OFFICE -- DAY

Nowlan and Bester prod the two prisoners into chairs across

from Warden Gernsbeck.

In his tailored suit and gold Rolex, VERNON GERNSBECK is the

type of slimy, bigoted, corrupt warden they make prison movies

about. Trophies and political photos adorn the office,

obscuring the UN flag in the corner.

On his desk, near his polished brass name plate, is a photo

of his pretty twenty year old daughter, GARBY.

GERNSBECK

(sarcastic)

My two favorite prisoners. Merritt.

Ralph 124C41.

MERRITT

What do you want, Verne? I'm a busy

man.

GERNSBECK

Nowlan. Bester. Better stick around.

Nowlan and Bester nod, and keep their guns ready.

Gernsbeck lifts two manila folders, giving a false smile.

GERNSBECK

I've been looking over your files,

gentlemen. Interesting reading.

(to Merritt)

Mr. Merritt. Twenty five years hard

labor for the armed hijack of twelve

cargo shuttles...

MERRITT

Fourteen. There was two they couldn't

prove.

GERNSBECK

You seem to have trouble obeying the

rules around here.

(MORE)

(CONTINUED)

4.

GERNSBECK (CONT'D)

You've been disciplined by electroshock

forty three times.

(beat)

I have disciplined you more than thirty

times myself...

MERRITT

(sotto)

Sadistic fucker.

GERNSBECK

What was that?

Merritt just smiles.

Gernsbeck pulls the other folder and looks up at Ralph 124C41.

GERNSBECK

Ralph 124C41. Life without parole for

murdering fifty seven people on Earth.

It says here you were reprogrammed

twice, but kept on killing.

RALPH

Humans are scrap.

GERNSBECK

If it were my decision, I would have

you disassembled and melted down,

sold as slag.

MERRITT

Ralph the toaster.

Gernsbeck looks from Ralph to Merritt.

GERNSBECK

As you know, your labor has been leased

by Manrocci Industries to mine the

Carnubium deposits here on the planet

Isaac. Now that the Carnubium has

been depleted, this prison colony

will be closed down.

(beat)

The human and alien prisoners will be

reassigned to the mining colony on

Mars....

RALPH

And the 'droids?

(CONTINUED)

5.

GERNSBECK

The Androids will be set free... But

remain here on Isaac.

RALPH

What about a repairs technician?

Gernsbeck gives Ralph an evil smile.

GERNSBECK

No. If you break down, you're on

your own. Maybe you can repair

yourself...

Ralph goes berserk.

RALPH

You piece of scrap! I'm gonna kill

you! You and all the other human

scraps! I'll kill you ALL!

Nowlan and Bester hold him in his chair.

Gernsbeck hits a buzzer. Two other guards enter the office:

KLINE, a jokester ex-Marine, and STILSON, an attractive female

guard. Stilson and Nowlan exchange smoldering looks, sparks

of attraction between them.

KLINE SLAMS Ralph with his gun butt until he sparks, then

drags him out with Bester and Stilson's help.

Merritt scoops the photo of Garby off the Warden's desk and

studies the picture.

MERRITT

Come on, Verne. This is just an excuse

to keep me away from your daughter.

You know she wants me.

Gernsbeck pulls the photo out of Merritt's hands.

GERNSBECK

Keep your hands off my daughter.

MERRITT

Okay. But you better tell her to keep

her hands off of me... You KNOW she's

looking for some "close encounters".

GERNSBECK

I'll light you up like a Christmas

Tree. You'll get enough voltage to

fry that evil little sociopathic brain

of yours...

(CONTINUED)

6.

MERRITT

She must take after her mother, Verne,

because I don't see a lick of family

resemblance. Was your mail man a

handsome guy?

Gernsbeck is about to explode. He turns to Nowlan.

GERNSBECK

Get him out of here!

MERRITT

I was just beginning to like it, here.

Thinking about opening an ice rink..

Nowlan uses his gun to prod Merritt to his feet.

NOWLAN

Come on. Now.

Merritt lifts his hands and co-operates, allowing Nowlan to

escort him out of the Warden's office.

INT. COMMAND CENTER -- DAY

Nowlan escorts Merritt out of the Warden's office and across

the Command Center.

THE COMMAND CENTER is a circular room with work stations, a

security section where video monitors show various interior

and exterior views of the prison, and a vidmap of the prison

with lighted points showing where prisoners are.

A guard named CARTER is on security duty, watching the video

monitors in the security section. He nods as Nowlan passes

by, but ignores Merritt.

HALFWAY across the command center, they pass GARBY, Warden

Gernsbeck's pretty twenty year old daughter.

Garby is one of the few people on the planet not dressed in

prison denim or guard uniforms. She's dressed in a VERY

sexy outfit.

MERRITT

Well hello.

Nowlan tries to pull Merritt away from Garby, but she changes

course so that she can run her hand across Merritt's body

sensually.

GARBY

Is it true what they say about 'Smovs?

(CONTINUED)

7.

MERRITT

Depends upon what they say.

Garby whispers something in Merritt's ear, and he laughs.

MERRITT

Well, that's true about ME.

GARBY

Is it?

They exchange flirtatious smiles, and Nowlan YANKS Merritt

away from her, dragging him to the doorway marked AIRLOCKS.

Merritt looks at her over his shoulder.

MERRITT

Until we meet again.

GARBY

I'll be waiting.

They exit and Garby crosses to her father's office and pops

open the door.

ON THE VIDMAP

We see two red dots exit the building and cross the terrain

to a section labeled: Carnubium Mines.

INT. CARNUBIUM MINE -- DAY

Ralph 124C41 slams the pick axe into the rock, grumbling to

himself. He's about to explode in anger.

Pratt cracks through some rocks and a cloud of dust billows

into his face. He takes a step back, covering his eyes...

bumping into Ralph.

Ralph spins, using the head of his axe to press Pratt back

against the wall of the cave.

RALPH

Human scrap! Don't ever touch me.

Merritt sets down his axe, moves between Ralph and Pratt.

MERRITT

It was an accident, tin man. No reason

to blow a fuse.

RALPH

I do what I please.

(CONTINUED)

8.

MERRITT

Back off or I'll piss on you while

you sleep and rust your ass.

Ralph lowers the axe head from Pratt's neck... and JABS it

at Merritt.

RALPH

Screw you.

Merritt grabs the axe head quickly.

MERRITT

We can do without the axe, can't we?

Settle this like men... Oh, I forgot.

You're not anatomically correct, are

you?

Ralph lets go of the axe and rushes Merritt.

The two begin fighting, and it spills out of the cave into

the twin sunlights.

EXT. MOUTH OF THE CAVE -- DAY

Ralph and Merritt fight. A circle of prisoners around them.

ON ONE SIDE OF THE CIRCLE, Human and Alien prisoners cheer

on Merritt. On the opposite side, Android prisoners with

chrome fingernails cheer on Ralph 124C41.

WHAM! WHAM!

Ralph 124C41 lands a pair of solid punches to Merritt's chest,

pressing him back.

RALPH

Ready to die, Alien?

MERRITT

No. I'm ready to pound you into sheet

metal.

Merritt blocks Ralph's next punch, lands a SOLID hit to the

Android's jaw. The Human and Alien prisoners CHEER.

Coblentz HL2000 yells at the cheering crowd.

COBLENTZ

No one can fight an Android and win.

PRATT

Yeah? Merritt will turn him into SCRAP!

(CONTINUED)

9.

Both sides CHEER and JEER at each other. Tension and hatred

runs thick between steel and flesh.

Merritt tries a combination to Ralph's face, hitting with

his right.... But Ralph plucks his left hand out of the air

before it can make contact and SQUEEZES it.

Merritt screams and we can hear the snap crackle and pop of

bones breaking. Merritt kicks Ralph in the chest, forcing

the Android to let go of his hand.

Merritt staggers back, cradling his injured hand.

THE LINE OF ANDROIDS pushes Merritt back towards Ralph.

Merritt stumbles right into Ralph's arms. The Android grabs

Merritt's neck and squeezes, cutting off his air. Merritt

tries pulling the Android's hands off him, but can't.

RALPH

No air, no life.

Merritt is beginning to turn blue, when he pulls back his

head and SLAMS it into Ralph's.

Ralph lets go of Merritt, staggering back from the force of

the head butt.

Merritt takes a deep breath from the rebreather tank, and

goes into action. He spins, kicking Ralph in the head.

RALPH AND MERRITT exchange kicks and punches.

It's a battle of the titans.

Merritt is a great fighter, but his blows do little to slow

down Ralph 124C41... No one can fight an android and win.

COBLENTZ

Steel against flesh. You CAN'T win,

Merritt!

PRATT

He'll win. Brains against silicon.

WHAM! WHAM!

Merritt takes two brutal kicks to the head, reeling backwards.

The line of Androids pushes him back into the ring.

Ralph sends a foot flying at Merritt's head, but Merritt

catches it and flips him head over heels onto the sandstone.

MERRITT

Kissing the ground I walk on, tin

man?

(CONTINUED)

10.

RALPH

Screw you.

Ralph rushes Merritt, slicing out with his chrome fingernails

and tearing into the Alien's shirt. Merritt jumps back,

then lands a pair of kicks to Ralph's head.

Merritt moves in to punch the Android, but Ralph swings out

and kicks the rebreather off Merritt's face. Without oxygen,

Merritt falls back, clutching at his throat.

RALPH LAUGHS in victory.

Merritt grabs the rebreather mask and forces it onto his

face, taking deep breaths until he stabilizes.

BANG! BANG! Two gunshots.

Nowlan and Bester break through the circle and pulls Merritt

and Ralph off of each other.

NOWLAN

Break it up! Break it up!

BESTER

Who wants the first one? Coblentz?

Bester aims his rifle from Android to Android.

They all fall back, arms in front of them.

Nowlan grabs Merritt by the collar and drags him out of the

circle, tossing him against the rocks.

NOWLAN

You stupid, convict? Trying to get

yourself killed? That android'll

tear you apart.

MERRITT

He's scrap.

NOWLAN

Some day, Alien, you and me is gonna

fight.

MERRITT

I'll be looking forward to it.

Nowlan slams Merritt back against the rocks, trying to knock

the grin off his alien face.

No luck. Merritt moves to his feet and laughs.

11.

INT. LOCKER ROOM -- DAY

NOWLAN SLAMS THE DOOR on his locker, anger still bubbling

inside of him.

BESTER

You shouldn't let him rattle your

cage like that.

NOWLAN

Right.

BESTER

By Thursday night, this will all be

over. Merritt'll be breaking red

rocks on Mars.

NOWLAN

My luck, I'll be reassigned there as

a guard.

BESTER

Then you could date Stilson.

NOWLAN

Stilson?

They leave the locker room.

INT. CIRCULAR HALLWAY -- DAY

Nowlan and Bester walk around a circular hallway towards the

crew quarters.

BESTER

I saw you two looking at each other.

If it weren't for anti-fraternization

rules, you'd have asked her to be

your naked rhumba partner long ago.

NOWLAN

Maybe.

BESTER

Don't try to shit me, Nowlan. Have

you seen what she looks like under

that uniform? I'd kill or die for a

chance at that.

NOWLAN

Okay, Bester.

(MORE)

(CONTINUED)

12.

NOWLAN (CONT'D)

Say I end up on the Mars Colony and

Stilson gets transferred to Earth.

(beat)

How do we rhumba when she's thirty

nine million miles away?

Nowlan opens the crew quarters door for Bester.

BESTER

You could FAX her kisses.

NOWLAN

That's satisfying.

Nowlan lets the door slam closed behind them.

EXT. PRISON BUILDING - ESTABLISHING -- DAY

The prison building bakes under the twin suns.

A TITLE IS SUPERED: "THURSDAY"

We see the shuttle zoom out of the sky and begin its slow

descent to the Prison's shuttle dock. The shuttle lands.

INT. GERNSBECK'S OFFICE -- DAY

Nowlan reads from a video-clipboard, reporting to Gernsbeck.

NOWLAN

All of the electronic weapons and the

majority of the human and alien

prisoners have been transferred off

the planet.

GERNSBECK

Who's left?

NOWLAN

Skeleton crew. Stilson, Giesy, Kline,

Carter, Bester and myself. All of

the Max Security prisoners, including

Merritt...

GERNSBECK

Shackle them into the shuttle as soon

as possible.

(CONTINUED)

13.

NOWLAN

It's going to take ten hours for it

to refuel. That's a lot of time

chained to a chair.

GERNSBECK

Do it. I want all of the Max

Securities locked into the shuttle

brig as soon as possible.

NOWLAN

Sir, with all due respect....

GERNSBECK

Just do it, Nowlan. If Merritt or

Pratt complains, I'll jettison them

into deep space. I'm in charge, here.

NOWLAN

Yes, sir.

(beat)

I have Giesy and Kline packing up all

of the reserve weapons and ammunition.

I think we can last the next ten hours

with personal sidearms.

Nowlan's clipboard beeps and he looks down at it.

NOWLAN

The shuttle just docked.

INT. COMMAND CENTER -- DAY

GIESY, a guard who's a Born Again Christian, puts the lid on

a create of rifles and begins nailing it closed.

Kline and Stilson help crate up all of the guns and equipment.

Carter sits at the security section, watching monitor.

STILSON

What about the operating system?

KLINE

Have to leave it behind. Need the

computers for shuttle take off and

atmosphere manufacturing.

STILSON

Those animals are going to tear it

apart. Use it to rewire themselves.

They'll be nothing left for a salvage

company to loot.

(CONTINUED)

14.

KLINE

Then they'll go to hell. Ask Giesy.

Giesy looks up from hammering, frowns threateningly at Kline.

KLINE

Sorry, they're Droids. Droids don't

go to hell, they aren't human.

Giesy growls, realizing that Kline is making fun of him.

Before he can quote scripture, J.W. CAMPBELL saunters in.

Campbell is the pilot of the shuttle, a good looking flyboy

in the overly fancy uniform of the U.S. Space Force.

CAMPBELL

J.W. Campbell. I'll be your pilot on

this escape from hell.

Campbell holds out his hand to shake, and Kline takes it.

KLINE

Kline. I'm a Marshal, here.

CAMPBELL

If you're the Marshal, who's the

Sheriff?

A bad joke, which rates only a smile.

KLINE

That'd probably be Al Bester. Thinks

he's a cowboy.

CAMPBELL

I've been accused of that.

KLINE

This is Giesy, and...

CAMPBELL

Who's the pretty lady?

Campbell shows Stilson all of his teeth. She isn't impressed.

STILSON

Janet Stilson. Marshal Stilson to

you.

CAMPBELL

Well, Marshal, I'm stuck here for the

next ten hours while my fuel cells re-

energize. Kind of hoped to spend the

time in bed.

(CONTINUED)

15.

STILSON

I'm sure you could use the sleep.

CAMPBELL

Not what I had in mind.

STILSON

Well, you aren't landing here, sky

pilot. Runway's closed.

It's obvious that Campbell isn't used to being rejected.

He takes a step back... Bumping into someone.

When he turns around, his smile returns.

Garby returns the smile.

CAMPBELL

J.W. Campbell, the shuttle pilot.

GARBY

Really?

CAMPBELL

That's right. I've got ten hours to

kill. Thought I'd spend it in bed.

GARBY

Did you? That sounds interesting.

CAMPBELL

Could be.

(beat)

Tell me: What's a beautiful girl like

you doing on a prison planet?

GARBY

They didn't tell you?

Campbell looks from Stilson to Kline to Giesy.

All three give him cryptic smiles.

GARBY

I'm doing twenty five years to life

for sexually mutilating more than a

hundred men... I bite.

Campbell takes a step back, color draining from his face.

Garby waves goodbye, and enters her father's office.

Campbell watches her leave, still in shock.

Kline touches his arm and explains.

(CONTINUED)

16.

KLINE

Warden's daughter. Strictly off limits

around here.

Campbell nods slowly.

INT. BLOCK 11 BUNK ROOM -- DAY

A room filled with cots, used by the Androids for resting.

But all are empty.

A GROUP OF ANDROIDS ring Ralph 124C41, who stands on a table.

All of the Androids are nodding at everything Ralph says.

Becoming angry and agitated.

RALPH

These humans are SCRAP and should be

treated like SCRAP! The time has

come for the Androids to seize power.

Kill every human and alien on the

planet. And have the Warden's head

on a plate!

The Androids CHEER LOUDER AND LOUDER.

INT. HALLWAY #6 -- DAY

Kline drives an electric scooter with a trailer (empty) out

double doors marked "SHUTTLE BAY" and heads down Hallway #6.

HALLWAY #6 is a long, industrial-looking hallway with a bright

red stripe broken only by the number six.

Kline whistles a tune as he scoots down the long hallway.

Occasionally, he steers right into the wall, only to correct

course at the last minute. Anything for a thrill.

AT THE END OF THE HALL he turns into ANOTHER long hall.

INT. HALLWAY #7 -- DAY

HALLWAY #7 has a GREEN stripe broken only by the number seven.

Kline scoots down this hallway, still whistling, occasionally

driving like a lunatic, until he comes to a door at the end

marked "COMMAND CENTER".

The scooter and trailer come to a stop. Kline gets out and

knocks on the door, smiling at the overhead security camera.

(CONTINUED)

17.

STILSON'S VOICE squeaks from speaker next to the electronic

door controls.

STILSON (V.O.)

Who is it?

KLINE

Kline.

STILSON (V.O.)

Use your Mag-Key.

KLINE

Can't. Lost it last week.

STILSON (V.O.)

At least you didn't give it to a

prisoner.

There's an electronic noise, and the doors are opened.

INT. COMMAND CENTER -- DAY

Kline drives the scooter into the Command Center, pulls up

next to a stack of crates and shuts off the motor.

Stilson shakes her head at Kline.

STILSON

You're such a screw up, Kline.

KLINE

At least I'm the best at what I do.

I used to be the best screw-up Marine,

now I'm the best screw-up Prison Guard.

Stilson rolls her eyes and points to the last twenty crates

of weapons.

STILSON

Come on. Let's get them loaded.

She turns to Giesy, who's on his knees praying.

STILSON

Giesy, put God on hold and give us a

hand, here.

Giesy ignores her, finishing his prayers before helping them.

Giesy, Stilson and Kline load the crates onto the trailer,

but can't fit the last crate on.

(CONTINUED)

18.

KLINE

It's not gonna fit. I'll come back

for it, later.

STILSON

I think we can tie it on top.

KLINE

Skip it. I'll take nineteen crates

this load and one the next.

(beat)

Big deal. It's not like the shuttle's

going anywhere for the next nine hours.

STILSON

You're wasting a trip.

Kline hops into the scooter and starts it up.

KLINE

No, Stilson. I'm wasting time in a

professional manner. There's a

difference. My way, I get promoted.

He pulls a U turn and scoots out the doors, while Stilson

rolls her eyes. She turns to Giesy, who is already on his

knees preparing to pray.

STILSON

I'm going to miss him.

Giesy ignores her and begins to pray.

INT. HALLWAY #7 -- DAY

KLINE zig-zags through the hallway, trying to see how close

to the walls he can get without scraping them.

He begins singing.

KLINE

Oh, she's just a sheep, but she's the

love of my life. And someday, I'll

have my way, and take her for my wife.

(beat)

Bahhaaa, bahahhaha, bahhaaa, bahahhaha.

He gets to the corner, and turns onto Hallway #6, not knowing

what waits for him....

19.

INT. HALLWAY #6 -- DAY

Nothing.

Hallway #6 is empty.

Kline continues to zig-zag, almost skimming the walls, singing

to himself and laughing when he almost hits the wall.

KLINE

Oh when I see her in the fields, my

heart with love is full. And when I

get her in my bed, I stroke and kiss

her wool.

(beat)

Bahhaaa, Bahahhaha, bahhaaa, bahahhaha.

Bored out of his mind.

INT. COMMAND CENTER -- DAY

Nowlan enters, handcuffed to Merritt.

Behind them, Bester is cuffed to Pratt.

ANOTHER PAIR OF GUARDS escorts a dozen leg-shackled PRISONERS

into the command center.

Stilson exchange a smile with Nowlan, then back to business.

STILSON

What are you going to do with them?

MERRITT

Trade us to the Yankees for a third

round draft choice.

Nowlan yanks on Merritt's chain to shut him up.

NOWLAN

Gernsbeck wants them secured in the

shuttle immediately.

STILSON

We aren't leaving for another nine

hours.

NOWLAN

Gernsbeck's idea of discipline.

MERRITT

You want to hear my idea of discipline?

NOWLAN

No.

(CONTINUED)

20.

MERRITT

It involves the Warden's daughter in

skin tight leather and a ping pong

paddle... The kind with sandpaper.

NOWLAN

Now I really don't want to hear it.

Nowlan turns to Giesy and Carter.

NOWLAN

Giesy. Carter. Take these two down

to the shuttle and lock them in the

brig. Stilson, take over for Carter.

Stilson nods and sits in Carter's chair when he vacates it.

PRATT is shackled to Carter, and MERRITT is shackled to Giesy.

MERRITT

Well, reverend. Looks like it's you

and me. The saint and the sinner.

CARTER

Shut up, Merritt.

CARTER, MERRITT, PRATT, and GIESY lead the procession of

PRISONERS and GUARDS to the doors to Hallway #7.

Stilson watches the video monitor.

ON THE MONITOR

The end of Hallway #6, where Kline is ramming the scooter

against the wall repeatedly. The trailer is empty.

BAM! He hits the wall, bounces backwards a few feet, then

BAM! Rams it again.

STILSON

You ought to see Kline. He's playing

bumper cars in Hallway Six.

NOWLAN

He's WHAT?

STILSON

Just goofing off, as usual.

NOWLAN

Tell him if he doesn't get back here

to get this crate he'll be goofing

off on suspension with out pay for

two weeks.

(CONTINUED)

21.

Stilson clicks on a microphone and speaks into it.

STILSON

You hear that Kline? Nowlan's going

to suspend you without pay for two

weeks if you don't quit goofing off.

ON THE MONITOR

Kline continues ramming into the wall with his cart.

He doesn't seem to care about being suspended.

Giesy uses his mag-card to open the doors, and the procession

leaves the Command Center.

INT. HALLWAY #7 -- DAY

Giesy, Merritt, Pratt, and Carter and the others walk down

Hallway #7.

INT. HALLWAY #6 -- DAY

They turn the corner, and walk down Hallway #6 towards Kline,

who continues to ram his scooter into the wall.

MERRITT

You're in a heap of trouble, there,

boy. Nowlan's gonna fry your ass when

you get back to the command center.

You'll probably end up like me...

Chained to a Saint on the way to hell.

Giesy yanks on Merritt's chains to shut him up. When they

get to the end of the hall, CARTER walks up to Kline.

CARTER

Kline. Will you stop jacking off?

(closer)

Nowlan's serious. He's going to put

you on suspension if you don't quit

ramming that scooter.

(closer)

You probably dented it.

(closer)

Don't let Gernsbeck see it, he'll

take it out of your pay.

(closer)

Kline? Are you listening to me?

Carter grabs Kline's shoulder to turn him around, and Kline

falls over... DEAD!

Neck torn open, blood soaking the front of his uniform.

(CONTINUED)

22.

CARTER

Oh my God!

BANG! BANG!

Gunfire begins spraying over the men, bullets ricocheting.

ALL HELL BREAKS LOOSE! Gunfire blasting everywhere.

INT. COMMAND CENTER -- DAY

Stilson watches the video monitor, which shows one CELL BLOCK

after another. All are EMPTY.

STILSON

Nowlan?

NOWLAN

What is it?

STILSON

All of the cell blocks are empty.

NOWLAN

Sure. We transferred out the prisoners

yesterday...

STILSON

Even the Androids.

Nowlan turns away from his paperwork, color draining from

his face in shock.

NOWLAN

Shit...

BANG! BANG! BANG!

Bullets begin flying through the command center, shattering

glass and exploding computer monitors.

ALL HELL BREAKS LOOSE!

Gunfire blasting everywhere.

The crew hits the dirt, bullets ricochet overhead, exploding

a planter right above Bester and showering him with dirt.

INT. HALLWAY #6 -- DAY

THE PRISONERS AND GUARDS are pummelled with gunfire.

Bullets spark off the walls.

Merritt and Giesy duck behind the Scooter.

Giesy's eyes closed in silent prayer.

(CONTINUED)

23.

COBLENTZ HL2000 yells above the gunfire.

COBLENTZ

You're all SCRAP! Kill the humans!

THE ANDROIDS aims their stolen guns at the Prisoners and

Guards and open fire.

A PAIR OF PRISONERS get killed, slamming back against the

wall and leaving a smear of blood.

Merritt ducks as bullets spray overhead.

Then he notices Kline's corpse on the bouncing scooter.

MERRITT

Guard's gun.

He times the bouncing scooter for a moment, then uses it's

movement as cover when he pops up and tries to grab the gun

from Kline's holster.

BULLETS SPATTER around Merritt as he realizes Kline was a

leftie... the holster's on the wrong side!

MERRITT

Shit!

Merritt ducks back down, just as a new volley of gunfire

sparks off the Scooter. He didn't get the gun.

PRISONERS lay wounded and screaming on the floor, chained

together and trapped. Gunfire blasts around them,

occasionally cutting off one of their screams.

Pratt and Carter are trapped in the center of the hallway,

bullets fly all around them. Face down, next to each other.

PRATT

We've got to run.

Carter nods an affirmative. Bullets spray around them.

PRATT

On three. One. Two. Three!

Carter and Pratt pop to their feet.

Running to Hallway #7.

BLAM!

A bullet sparks off their handcuffs. Severing them.

Pratt takes a quick look at the cuffs, realizing he's free,

keeps on running. At the corner of Hallway 6, he turns to

yell at Carter.

(CONTINUED)

24.

PRATT

Carter, come on!

But instead sees Carter get shot a half dozen times. Killed.

Pratt runs around the corner to safety.

INT. GERNSBECK'S OFFICE -- DAY

Gernsbeck hides under his desk as bullets ricochet through

his office. He's scarred, shaking. A trickle of urine runs

down the leg of his pants.

INT. COMMAND CENTER -- DAY

BULLETS fly over Nowlan's head.

He looks to Bester, covered with dirt, notices the last crate

of guns just behind him.

NOWLAN

Bester! That crate of guns! We're

gonna need them!

Bester turns to see the crate. Crawls across the floor, as

bullets spatter around him. When he reaches the crate, he

realizes he can't pry it open with his hands.

BESTER

I need a hammer!

Stilson has the hammer near her, and slides it across the

floor into Bester's hand.

Bester grabs the hammer and goes to work opening the crate.

A bullet explodes a corner of the crate into a shower of

sawdust, and Bester ducks. Using the crate as cover.

Stilson ducks as the monitor above her is destroyed.

STILSON

Shit!

Stilson closes her eyes as debris rains around her.

Nowlan scoots to the wall and raises his pistol overhead,

firing out the window blindly.

Stilson grabs a shard of mirrored glass and scoots along the

floor to Nowlan's side. Holds the mirrored glass overhead,

using it as a periscope.

NOWLAN

How many of them?

(CONTINUED)

25.

STILSON

Hundreds. An army. They have rifles

and shotguns.

Bester gets the crate open and begins pulling out weapons.

BESTER

So do we. Catch!

Bester throws a shotgun to Nowlan, and a rifle to Stilson.

Nowlan and Stilson catch guns, swing to their feet and fire

a volley out the window, then dive for cover.

RETURN FIRE pummels the room, exploding anything on the

counter and sending papers scattering.

NOWLAN waits for a lull, pops to his feet and pulls the

trigger on his shotgun.

Click! Out of shells!

INT. HALLWAY #6 -- DAY

A BARRAGE OF GUNFIRE from the Androids has Giesy and Merritt

pinned behind the scooter. No way Merritt is going to reach

Kline's gun. Giesy keeps praying silently.

MERRITT

Listen, Padre. God's not gonna get

us out of this one. We're on our

own. Gonna have to make a break for

it. Understand?

Giesy continues his silent prayer, ignoring Merritt. Merritt

yanks on the handcuff chain, getting Giesy's attention.

MERRITT

Understand? We gotta RUN.

Giesy nods slowly, anger in his eyes.

Merritt and Giesy wait for a lull, then make a break for it.

Running down Hallway #6, chained together by their handcuffs.

BULLETS chase them down the hallway.

Androids advance, lead by Coblentz HL2000, firing rifles.

HALFWAY DOWN THE HALL, one of the wounded PRISONERs reaches

out and grabs Merritt's leg.

MERRITT

Get off me! Get off me! Let go!

(CONTINUED)

26.

Merritt kicks the PRISONER until he lets go, then they

continue running down the hallway, bullets chasing them.

THE ANDROIDS ADVANCE.

Coblentz SHOOTING the wounded PRISONERS along the way, to

stop their screaming.

Merritt and Giesy get to the corner of the hallways...

THE ANDROIDS are chasing right behind them! Firing the entire

time. Bullets spraying around Merritt and Giesy.

BLAM!

Giesy shot in the chest, almost yanking Merritt off his feet.

MERRITT

Shit!

Giesy falls down dead... still hand cuffed to Merritt!

The Androids continue to advance.

INT. HALLWAY #7 -- DAY

Merritt makes it around the corner into Hallway #7, dragging

Giesy's body behind him. Momentarily out of the line of fire.

MERRITT

Geeze, Padre, you weight a ton!

THE DOOR TO THE COMMAND CENTER (and safety) at the far end

of the hallway.

Merritt drags the body behind him, in a race for the doors.

INT. HALLWAY #6 -- DAY

Coblentz HL2000 kills the last of the fallen Prisoners and

turns to the Army of Androids.

COBLENTZ

Kill the scrap! Get him!

The Androids round the corner into Hallway #7.

INT. HALLWAY #7 -- DAY

Merritt and dead Giesy are hallway down the hall when the

Androids open fire at them.

(CONTINUED)

27.

MERRITT

Damn you, come on.

He drags Giesy's corpse at high speed to the Command Center.

BULLETS SPRAY around Merritt as he POUNDS on the command

center doors.

MERRITT

Let me in! Let me in!

BUT THE DOORS DON'T OPEN.

The Androids continue to advance.

MERRITT

Come on! Come on! You can't just

leave me out here!

He pounds some more.

The doors don't open.

The Androids are getting CLOSER and CLOSER!

Merritt is trapped. Then he remembers something.

THE ANDROIDS advance, guns ready to blast Merritt to pieces.

Merritt scoops the gun from Giesy's holster, opens fire.

BLAM! BLAM! BLAM!

MERRITT

Eat lead tinman!

BLAM! BLAM! BLAM!

He hits five Androids, dropping them to the floor, before he

shifts aim to Coblentz HL2000 and pulls the trigger.

Click! Out of shells.

MERRITT

Shit.

Coblentz HL2000 laughs, and raises his rifle at Merritt.

Merritt pounds on the door some more.

MERRITT

Open up. Please. Please. Open the

door.

Coblentz HL2000 takes aim and fires.

28.

INT. COMMAND CENTER -- DAY

Bester opens the Command Center door quickly, and Merritt

drags Giesy's corpse inside.

Bullets follow, and everyone has to hit the dirt.

INT. HALLWAY #7 -- DAY

Coblentz HL2000 and his platoon of Androids rush the open

door. Trying to get in the Command Center.

INT. COMMAND CENTER -- DAY

Bester sees the Androids coming in, and tries to shut the

door... A few Android arms reach between the door and the

jamb, grabbing for Bester's face.

BESTER

Need a hand!

Merritt jumps to his feet and helps Bester squeeze the door

shut. One of the Android's arms gets stuck... and is severed.

Bester gets the door shut and locked. The gunfire suddenly

stops. Silence is deafening.

Stilson uses her shard of mirror to look out the window.

STILSON

They're gone.

Merritt picks up the crawling Android hand, offers it to

Bester.

MERRITT

You needed a hand.

Bester knocks it out of Merritt's hands. It crawls away.

RALPH'S VOICE BOOMS from the loudspeaker overhead.

RALPH (V.O.)

Scrap humans. I control your destiny.

I will let you LIVE in exchange for

Warden Gernsbeck. Your lives for his!

The voice turns to static.

Bester looks at Nowlan, then at Gernsbeck's office.

J.W. CAMPBELL comes out of the day room, alive, but scared.