V: THE NEXT CHAPTER

                            "Rebirth"

                      A Four-Hour Miniseries

                           Written by

                      J. Michael Straczynski

FADE IN:

BLACK SCREEN 

On which we HOLD for a moment, just black, and SUPER the word:

                            Prologue

and gradually a VOICE FADES IN:

                             ANNOUNCER (VO)

                     (hushed)

               -- continuing our coverage live from 

               the United Nations as the papers are 

               signed at last, signaling an end to 

               the Visitor occupation of Earth.

                                                    CUT TO:

FLASHBACK SCENE (FROM FOOTAGE)

In which the head Visitor is signing a peace treaty at the United 

Nations.  (NOTE: treat the video/footage so that it looks grainy, 

washed out, which increases as we ZOOM IN on the action.)

                         ANNOUNCER (cont'd)

               Present: representatives from every 

               nation, as the world breathes a sigh 

               of relief.  The war is over....

And on that FREEZE THE IMAGE.  Then PUSH IN at high speed, the 

image BREAKING UP as we

                                                    CUT TO:

SCENES OF CARNAGE (STOCK/NEWS)

Which FILL THE SCREEN with horrific images: cities in ruins, 

communities devastated, cannon-fire from side-streets (taken from 

news footage of actual war-zones -- Beirut, Ireland, elsewhere -- 

and cities ravaged by natural disaster), INTERCUT with scenes of 

Visitor ships looming overhead or FIRING down at those below.  

(Stock.)

It should give the sense of a flurry of news reports, each 

overlapping the next, from a variety of reporters and nations, 

the words pouring out in a flurry of voices and accents.

This footage should also be grainy, rough, as though from an 

archive.

                             NEWS VOICES (vo)

                     (overlapping)

               ...sudden, unprovoked attacks, 

               reports of heavy casualties in Los 

               Angeles, Chicago, London...

                     (another)

               ...statement from the White House 

               confirming the arrival of fifteen 

               Visitor motherships now circling the 

               Earth.  News of the reinforcements...

                     (another, in French)

               ...every step being taken by the 

               military to deal with the Visitor 

               attack...

                     (another, English)

               ...Prime Minister denounced the 

               surrender as a hoax designed to buy 

               time for a major Visitor offensive...

                     (another)

               ...word of heavy fighting throughout 

               the United States; all communication 

               with the West Coast totally cut off..

                     (another)

               ...we've lost San Diego.  Once again, 

               San Diego has been destroyed.  The 

               entire city is reported vaporized.  

               Civilians are urged to stay away...

                     (another, in Russian)

               ...heavy casualties in Minsk, one 

               Visitor ship destroyed...

                     (another)

               ...please stand by.

And on that, ABRUPTLY END MONTAGE and go to 

BLACK SCREEN:

HOLDING a BEAT, then, in somber, stunned tones:

                             NEWS VOICES (vo)

                     (in German)

               ...Earth has surrendered...

                     (in French)

               ...Earth has surrendered...

                     (in Japanese)

               ...Earth has surrendered...

                     (American)

               ...Earth has surrendered.  We repeat: 

               Earth has surrendered.

THEME MUSIC UP as against the blackness, we SEE something silver, 

metallic.  A pillar, it seems.  Then it turns, and we realize 

that we're looking at a single letter...

                                V

It's cast of hard steel, and as the light falls fully on it, 

fire-red letters appear beneath the V.  Smoke and light pours 

through them, forming the words:

                        The Next Chapter

MAIN TITLES CONTINUE (TO BECOME STANDARD EPISODE OPENING)

As we SEE each of our main characters in photographs of 

themselves in happier times, which BURN AWAY, revealing footage 

of those characters now in the present, fighting, running, always 

in motion.  The final photograph to burn away is DAMON MALLORY'S, 

frozen in time in an alley, glancing back over his shoulder as we

                                                    MATCH CUT TO:

INT. ALLEY - NIGHT

where Damon cuts down an alley, moving fast, eyes searching the 

shadows.  He carries a duffel bag, his face covered by a few days 

growth of beard.  He's been on the road a long time.  He ducks 

into a doorway as suddenly LIGHT spears the night from somewhere 

overhead.  He hugs the doorway as the light passes over the 

alley.  We can't see what it is that's hovering overhead, but 

from the sound it's massive.  Another moment, and then it's gone.  

Damon moves on.  Not running from pursuit, but wanting not to be 

noticed.  He cuts into 

A BREEZEWAY

between two buildings.  He's about to step into the breezeway 

when a SECURITY 'BOT cruises past the opposite entrance to the 

breezeway.  Damon hugs the corner, not wanting to be spotted.

                        SECURITY 'BOT

                     (prerecorded voice)

               Curfew is midnight.  To ensure public 

               safety, anyone found outside after 

               midnight is subject to arrest.  

               Repeat: curfew is midnight....

Then it goes on its way.  Damon lets out a slow breath, then 

crosses toward a doorway on the other side of the breezeway.  He 

STOPS abruptly as he sees another MAN heading for the same door.  

He hugs the wall, waits.  The man knocks, twice, then four times, 

quickly.  The door opens and the MAN steps inside.     

Damon approaches the door and does the same.  Knocks.  The door 

opens again, just a crack.  Enough for a GUARD inside, someone we 

can't see, to peer out.  The Guard looks around, checking the 

street, then nods, admitting the man.  Damon then approaches the

door and repeat the process, entering

INT. BAR

Few are drinking at the moment.  Damon barely gets a step inside 

when the door slams shut behind him, and a SECOND MAN appears at 

his elbow.

                             2ND MAN

               Let's see it.

Damon holds out a hand.  The 2nd Man takes his hand, and pricks 

his finger.  A thin stream of blood emerges.  It drips into a 

small vial filled with chemicals.  The man shakes it, and the 

vial's contents foam up.  He nods.

                             2ND MAN

               Good, old fashioned human blood.

                     (nodding to inside)

               Broadcast starts in a few minutes.  

Damon nods, and heads further inside.  He goes to the bar, sits 

on one of the stools.  Looks around.  The place is darkened, the 

people paired off in groups of two or three, talking in hushed 

tones.  The BARTENDER approaches Damon.

                             DAMON

               Beer.  

                             BARTENDER

               Fresh out.  Should be getting a 

               shipment Tuesday.  I got a brother 

               works out in a Free Zone, sending it 

               in.  

                             DAMON

               Whiskey?

                             BARTENDER

               That I got.

The Bartender reaches to the racks of bottles behind him, pours 

out a drink.  Puts it in front of Damon.

                             BARTENDER

               Four.

Damon hands over a five-dollar bill.  The Bartender picks it up, 

looks at it and smiles, almost wistfully.

                             BARTENDER

               Haven't seen one of these in a while.  

               Y'know, if you trade these in, you 

               can get nearly double --

                             DAMON

               I know.  Call me sentimental.

The Bartender shrugs, rings up the transaction as an OLD MAN 

approaches the bar, and sits beside Damon.  The Bartender brings 

back the change, puts a few coins down on the bar.  Damon picks 

them up.  

THE COINS

And in the light of the bar, we can SEE that these aren't any 

coins we've seen before.  One square, one triangular, one oblong, 

each covered with alien script.  

DAMON 

turns them in his hand, then shakes his head.  Puts them back on 

the bar.

                             DAMON

               Keep the change.

And begins to sip at his drink.  The Old Man beside him signals 

to the bartender.  

                             OLD MAN

               The usual.

As the drink comes, the old man glances at Damon.

                             OLD MAN

               First time here?

                             DAMON

               Just hit town.

                             OLD MAN

               Thought so.  Got a good memory for 

               faces.  Good to have you with us.

At that moment someone steps up to the bar carrying a cloth-

covered parcel.  He unwraps it, revealing a short-wave radio.  He 

plugs it in and futzes around, trying to find the correct 

frequency.

During this, Damon glances back at the rear door, where one more 

LATECOMER is being checked.  The pinprick test is administered, 

and the man enters.  He makes straight for the bar, sitting down 

on the other side of Damon.  He looks to no one, just goes and 

sits.  The bartender approaches.

                             LATECOMER

               Whiskey.

The Bartender slaps a glass on the bar, and leaves.  The 

Latecomer takes a sip, then puts the glass down, though still 

holding onto it.  At that moment, the broadcast begins:

                             VOICE OF RESISTANCE

                     (on radio)

               -- the Voice of the Resistance 

               returning to the air with word of new 

               attacks against Visitor strongholds 

               in Australia and West Germany.  Our 

               thoughts go out to our brothers and 

               sisters in Europe in their battle 

               against the invaders.  

There's cheering at the good news, though the latecomer seems a 

little less enthusiastic.  Damon glances at the latecomer's hand, 

clasping the glass.  

INSERT: NEWCOMER'S HAND

A thin trail of blood from the pricked finger slides freely down 

the side of the glass.  It flows far more freely than it should 

from a small pinprick.

BACK TO SCENE

As the BROADCAST CONTINUES (text to come), Damon finishes his 

drink, leans toward the old man, gesturing to the newcomer.

                             DAMON

               That man -- you ever see him here 

               before?

                             OLD MAN

               No.

                             DAMON

               You ever know a hemophiliac who'd 

               agree to let his finger get stuck, 

               then forget all about it?

                             OLD MAN

               No.

                             DAMON

               Me either.

Damon puts down his glass, walks casually over to the latecomer.

                             DAMON

               Excuse me --

Then as the latecomer turns, Damon slugs him.  The latecomer 

tumbles backward, and a rush of others come in to separate the 

two, holding back Damon, not understanding what's going on.

                             OTHERS

               What the hell -- lay off -- what're 

               you trying to pull? --

                             DAMON

               Let me go!  I know what I'm doing!  

                             OLD MAN

               You heard him!  Let him go!

The others hesitate, then agree.  Apparently, the old man carries 

some weight with them.  Damn shrugs free of their hands, goes to 

the latecomer, who is still being held.  Damon grabs his hand and 

lifts it up for all to see.  The trail of red still leaks from 

his pricked finger.

                             DAMON

               It's red, all right.  Maybe even 

               looks a little like human blood.  But 

               you forgot something.  Human blood 

               clots.  So what is it?  Some kind of 

               glove?  Fill it up, put it on?

Abruptly, Damon grabs hold of the latecomer's neck, toward the 

back, coming up with a fold of skin.  He YANKS forward, and the 

layer of synthetic flesh comes off with a a tearing sound, 

REVEALING the scaled, green skin of a Visitor.  The others REACT 

with varying degrees of shock and alarm.  Surprisingly, and 

disturbingly, the Visitor smiles.

                             VISITOR

               Did you think I was foolish enough to 

               come alone?

With that, he gives out an ALIEN CRY that nearly pierces the 

ears, and then everything's SLOW, SLOW, SLOW AS:

FOUR MEN IN THE CORNER

rise from the table, draw Visitor weapons from beneath their 

jackets, and begin FIRING into the crowd.  One of them has a com-

link in his hand, and is YELLING into it in ALIEN language, as

THE BAR WINDOWS

explode inward with attacking Visitors and laser fire.  Search 

lights glare in from outside, turning the bar a bone-bright 

white.  The attack is on.  INTERCUTTING WITH:

THE UNMASKED VISITOR

throwing off those holding him, diving for Damon.  They struggle.  

Damon lays him out, though with difficulty.

ANGLE ON THE DOOR

as the place empties, people rushing out into the alleys, some 

being cut down by incoming FIRE.  Others amid the crowd are able 

to fire back, buying precious seconds for some to get out.

DAMON

gets to his feet, panic all around him, grabs his duffel bag, 

pulls out the weapon inside, and makes a break for it.

INT. ALLEY

Panic: people and Visitors firing in all directions.  Damon cuts 

through it, FIRING as he goes.  He gets clear, heads down an 

alley, to a fence.  Grabs the top, and is partly over when:

                             OLD MAN

               Help!

Damon turns.  The old man who assisted him in the bar runs from 

two Visitors.  He's too slow and too old to climb the fence, 

they're going to capture him.  Damon swings back over and drops 

down between them, FIRING as he goes.  The Visitors RETURN FIRE, 

but there's little cover in the alley, and Damon takes them out 

quickly.  Turns back to the Old Man.

                             DAMON

               C'mon!  

He helps the Old Man over the fence, then follows suit himself.

INT. ANOTHER ALLEY

where Damon and the Old Man get clear, breathing hard.  Damon 

looks down one intersecting alley, then the other.

                             DAMON

               Split up, try and throw 'em off.

                             OLD MAN

               Will do.  And thanks.  

The Old Man flashes Damon a quick "V" for Victory before trotting 

off into the darkness.  Damon watches him go, a smile on his 

face, then goes back to alert as LIGHTS flicker over the alley. 

The search is widening.  He gets moving.

QUICK CUTS

as Damon runs through alleys, jumps over fences, fast and agile, 

until coming out into

EXT. REAR OF APARTMENT BUILDING

Damon comes up the fire escape, going in a second story window.  

INT. APARTMENT/FLOPHOUSE

Not much to look at, even in the dark.  Breathing hard, exhausted 

but exhilarated, he slumps onto the sofa.  Give it a BEAT, then 

A MATCH

flares in the darkness across from Damon.  Someone is sitting in 

the chair on the other side of the room.  Has been ever since 

Damon arrived.  The voice has a distinctly Australian accent.

                             BURKE

               That was right stupid, Major.  You 

               could've been killed or captured.  

               Either way it's a bloody waste of 

               materiel.

Startled, Damon flicks on a light, revealing BURKE, late 

thirties/early forties, his features gaunt, severe, his eyes hard 

and small behind wire-frame glasses.  He's lighting a cigarette.

                             DAMON

               I don't know what you're talking 

               about, you've got the wrong guy.

Burke shakes his head, stands.  Walks slowly toward him.

                             BURKE

               Major Damon Mallory.  Served during 

               the Earth/Visitor War.  Dishonorably 

               discharged under the Lazarus program.  

               Your mother's maiden name is Taylor, 

               you've a mole on your left shoulder.

                             DAMON

               Look, I don't know what this is 

               about, but either you get out of here 

               right now, or --

                             BURKE

                     (over him)

               -- and the password is: Millennium.

Which stops Damon dead in his tracks.  He looks at Burke with new 

interest -- and growing anger.  

                             DAMON

               Five years.  Five years I've been 

               undercover.  What the hell took you 

               so long?

                             BURKE

               Got caught in traffic.  What do you 

               want, an apology?  You were told 

               you'd be reactivated when the 

               Visitors forgot about you.  It took a 

               while, okay?  So you wanna take a 

               swing at me, or do you wanna go make 

               bang-bang with the green scaly guys?

Damon hesitates, then grabs his coat and and heads for the door.  

                                                    CUT TO:

EXT. STREET - NIGHT

Burke leads Damon to a semi-trailer.  Opens the rear doors.  

                             BURKE

               After you.

Damon steps into

INT. TRUCK

Dark.  And suddenly a hell of a lot darker as the doors SLAM shut 

behind him.  An instant later, the truck begins MOVING, driving 

through the darkened streets.

                             DAMON

               Hey!

He goes to pound on the door when suddenly a LIGHT flares at the 

other end of the trailer.  He squints against the light.  All he 

can see is a silhouette of someone seated behind a desk.

                             BOARD MEMBER

               Good evening, Major.  We hope we 

               haven't inconvenienced you.

                             DAMON

               I was starting to think you guys had 

               lost my file or something.

                             BOARD MEMBER

               Just waiting for a task suited to 

               your abilities.  

                             DAMON

               Yeah, well, next time don't be so 

               fussy.  It was getting pretty damn 

               cold out there.

                     (beat)

               So what've you got?

A manila folder slides the length of the table, ending just short 

of the end.  Damon approaches it.

                             BOARD MEMBER

               You've been designated Sector Chief 

               for the local resistance group.  

                             DAMON

               What happened to the old chief?

                             BOARD MEMBER

               You don't need to know that.

                             DAMON

               Translation: he got himself killed.  

                             BOARD MEMBER

               The folder contains a list of agents 

               we haven't called in from the cold 

               yet.  Pick whichever ones you want.

Damon picks up the folder, leafs through it.

                             DAMON

               Then what?  Do I coordinate with the 

               rest of the first group --?

                             BOARD MEMBER

               I'm afraid that won't be possible.

Damon closes the folder, peers out at the silhouetted figure.

                             DAMON

                     (beat - it sinks in)

               Are you trying to tell me they're all 

               dead?

                     (no reply)

               I get it.  I don't need to know that, 

               either.  You guys are too much.

                     (beat, pacing)

               So what's the mission?  Or is that 

               classified too?

                             BOARD MEMBER

               You are to rendezvous with one of our 

               people, who will give you your 

               instructions.  But you're not to take 

               any further action without clearing 

               it with us first.  

                             DAMON

               Why do I get the sense you don't know 

               what the job is, either?

                     (no answer)

               OKay, so who's my contact? 

                     (no response)

               Look, how do you expect me to find 

               him if you won't tell me who it is?

                             BOARD MEMBER

               He'll find you.  When he does, you 

               will notify us through Burke, the man 

               who brought you here.  We'll advise 

               you from there.

                             DAMON

               Great.  And just for the record -- 

               who are you, anyway?

And gradually, the light begins to dim behind the figure.

                             BOARD MEMBER

               A Member of the Board, Major.  That's 

               all you need to know.  Good luck.

The light goes out, then a rustle of movement.  Damon's alone. 

                             DAMON

               Hey!  Hey, I'm not finished yet.  I 

               got some things I want to ask --

The truck shudders to a stop.  An instant later, the doors open 

behind him.  Burke stands in the opening.

                             BURKE

               Last stop.  Everybody out.

With a final glance around the trailer, Damon steps out onto

EXT. STREET

the same spot where they'd picked him up.  Damon jumps down from 

the trailer beside Burke.

                             BURKE

               Welcome back to active duty, Major.  

               We'll be in touch.

With that, Burke goes to the front of the semi, climbs in, and 

the trailer rumbles off into the darkness.  Damon watches it go, 

then glances at the folder in his hand.  Shakes his head, and 

starts back toward his apartment.  What he doesn't notice is:

ANGLE - DOORWAY

Where someone is watching Damon leave.  At first, we SEE only his 

back.  Then, as Damon heads away, the figure turns more fully 

into the light, and we see HAM TYLER.  Only he looks different 

now: harder, his face scarred and haunted.  He's been through 

hell.  He shakes his head, then walks off into the darkness, as 

we

                                                    FADE TO BLACK

                                                    AND

                                                    FADE OUT:

                           End Act One

                             Act Two

FADE IN:

EXT. ELECTRONICS SHOP - ESTABLISHING - DAY

PANNING the neighborhood as a young black woman -- LYNN CAYCE -- 

steps into a shop marked CAYCE ELECTRONICS REPAIR.

INT. ELECTRONICS SHOP - CONTINUOUS

Where we FIND her husband JORDAN CAYCE working behind a 

television set that has seen better days.  Black, middle-

thirties, he's independent, tough-minded and he's been around.  

It's a small shop, a one-man operation: a clutter of tools and 

wires and spare parts for as far as the eye can see.  He rewires 

a circuit, crosses them -- and there's a SPARK from the wiring 

that zaps him.

                             JORDAN

               Damn....

A thin line of smoke comes up from the back of the set.  Jordan's 

pissed.  Hits the counter.  He's going to have to start over.  As 

he starts to tear out the wiring, the 

FRONT DOOR 

closes, and Lynn crosses to him.  She carries a paper sack, and 

brings it to the counter.  

                             LYNN

               Is that a circuit burning, or are you 

               just glad to see me?

                             JORDAN

               Damn it, Lynn, I --

                     (pulling back)

               Wiring's brittle, keeps coming apart.  

               Can't get decent parts anymore, 

               manufacturer only handles Visitor 

               business, whole world's going to 

               hell...

                             LYNN

               Well, as long as you're enjoying 

               yourself.

                     (puts down sack)

               You forgot your lunch.  Again.

BEHIND THEM

the door opens again, and Damon enters.  He lingers in the 

background, looking at the used sets and other equipment for 

sale, waiting until she leaves.  They notice him, but don't think 

much of it.  She lowers her voice a little, continues.

                             LYNN

               I was talking to Ruth this morning.  

               She says a shop just came up vacant 

               in the Neutral Zone.  You could make 

               some contacts there, get better 

               supplies, maybe even get you back 

               into computers where you belong --

                             JORDAN

               No.  

                             LYNN

               Would you just think about it?  

                             JORDAN

               Lynn, if you work in the Neutral 

               Zone, you work for the Visitors.  

               You're a collaborator.  I can't do 

               that.

                             LYNN

               But you --

He sets down the tools, straightens.  He's not angry, but he's 

losing his patience.

                             JORDAN

               Lynn -- no.  Please.  We've had this 

               discussion before.  It was no then, 

               and it's no now.  All right?

She looks like she'd prefer to pursue it, but she stops.  Drops 

it.  For now, anyway.  Nods, then gathers up her stuff.

                             LYNN

               All right.  

She starts toward the door.  He glances up again.

                             JORDAN

               Lynn?

                     (off her glance)

               About the shop -- I know you mean 

               well.  I just can't, that's all.

She nods, not truly agreeing or accepting, but willing, for now, 

to let it go.  And heads out the door.  A moment later, Damon 

makes his way to the counter.

                             JORDAN

               What can I do for you, buddy?

                             DAMON

               Are you Jordan Cayce?

                             JORDAN

               Suppose I am.  Who wants to know?

                             DAMON

               The password -- is phoenix.

Jordan starts, as though slapped.  He hadn't expected this.  

                             JORDAN

               Yeah?  Well, the answer -- is no.

With that, he disappears into the back of the shop.  From his 

expression, Damon clearly hadn't expected this reaction.

                                                    CUT TO:

EXT. PARK - DAY

Near some STORES in which we see a merging of human fashions with 

Visitor fashions, for those trying to keep a foot in both worlds.  

It's not much of a park, little more than a spare plot of grass, 

but it's green, and that's a start.  A few people are camped out 

in sleeping bags and tents, castoffs.  Jordan sits on a park 

bench, eating from a sack lunch, looking not terribly happy with 

the world at the moment.  A BEAT, and then Damon comes up 

alongside the bench.  Sits.  Looks around.

                             DAMON

               You want to talk about it?

                             JORDAN

               No.

He takes another bite or two from the sandwich, finally puts it 

down.  He doesn't want this, but sees no way out.

                             JORDAN

               That woman in the store?  That's my 

               wife.  We had it pretty good, before 

               the war.  I worked in computers.  I 

               was one of the best.

                             DAMON

               I know, that's why I need you.

                             JORDAN

               Look, I did my part, I fought in the 

               damn war, and we got our butts kicked 

               clear across the planet.  We lost.  

               And now look at me.  Fixing TVs and 

               toasters, Lynn working double shifts; 

               it's not fair.  I'm tired of getting 

               shot at.

He goes back to his lunch.  Damon lingers.

                             DAMON

               Then why won't you work in the 

               Neutral Zone?  

                     (off Jordan's glance)

               I couldn't help overhearing.  She's 

               right, you know.  You could do real 

               well for yourself --

                             JORDAN

               I won't work for them.  But I'm won't 

               fight 'em anymore, either.  You end 

               up dead fast that way.  Now if you 

               don't mind, I'd like to get back to 

               my life.  

Jordan heads away, trashing the remains of lunch.  Damon shakes 

his head, disappointed.  A BEAT, and then he glances up.  Frowns.

UPSHOT - PAST DAMON

And there we see the source of his discontent, looming high above 

the city: one of the Visitor motherships, hanging suspended in 

the afternoon sky, casting its mammoth shadow across the city.

                                                    CUT TO:

INT. NEUTRAL ZONE - ESTABLISHING

Just outside the perimeter.  We SEE a number of uniformed 

Visitors and humans moving through the Zone, engaged in 

conversation.  We LINGER for a moment on a sign nailed to the 

wall of a building, right at the corner of the intersection.  

Below the Visitors symbol we can read the warning:

                          NOW ENTERING

                          NEUTRAL ZONE

                       All Terran Vehicles

                        Subject to Search

EXT. AN ADJACENT STREET

Off the beaten track.  A few storefronts, objects for sale in 

windows and doorways.  Damon ENTERS the alley just as a Visitor 

is leaving.  Damon waits until he's gone, then moves toward a 

VENDER in one of the doorways.  He's Korean.  

                             VENDER

               Yes, sir, what can I do for you?

                             DAMON

               I'm looking for Digger.

                             VENDER

                     (small laugh)

               You and everybody else.  Here, take a 

               look at this --

                             DAMON

               I was told I could contact Digger 

               through you.

                             VENDER

               Were you?  

                     (holding up product)

               How about this?  Imported from China, 

               or what's left of her --

Damon, running out of patience, grabs him by the shoulder.

                             DAMON

               Look, damn it, this is important.

The Vender looks him over, sizing him up.

                             VENDER

               Digger only works where there's a 

               profit.  No profit, no Digger.

Damon shakes his head in dismay, and finally releases the Vender.

                             DAMON

               Just put the word out, all right?  

               Tell Digger I want a meeting.  The 

               name's Damon.  I'll be around.

Damon heads away.  As he does, the vendor nods to a street kid 

lurking in an alley -- JACKO -- who watches Damon intently.  He 

emerges from the shadows, following Damon for a pace or two.  

Then, abruptly, he stops as though listening to something.  Then:

                             JACKO

               Hey!

                     (as Damon turns)

               Digger says: what do you want?

                             DAMON

               What...?

Damon kneels down, turns Jacko's head just slightly.  We SEE that 

the kid's wearing a transceiver earplug.

                             DAMON

               Transceiver?

                     (off Jacko's blank look)

               Transmitter/receiver.  Radio?

                     (kid nods)

               We have to talk.

Jacko listens to something we can't hear, then glances up again.

                             JACKO

               Digger says: business or pleasure?

                             DAMON

               Not over an open channel.  This has 

               to be in person.  It's important.  

                             JACKO

                     (listening again)

               Digger says: follow me.

The kid heads off.  Damon follows him into

ADJACENT ALLEY

where Jacko picks up a manhole cover and steps back.

                             JACKO

               You ever been DownUnder before?

                             DAMON

               Not in these parts, no.

                             JACKO

               Digger says: hold onto your socks.

Damon proceeds down the steps.  Jacko waits above until he's 

down, then follows, replacing the manhole as he goes.

INT. TUNNELS

And where you'd expect to see no one else around, instead there 

are people passing through the underground maintenance tunnels in 

both directions.  The walls are spray-painted with graffiti, much 

of it dedicated to anti-Visitor slogans.  Jacko leads him past 

vendors working out of boxes and suitcases, exchanging Visitor 

money for Terran hard cash, selling radios and watches and travel 

passes.  (Background dialogue to come.)

The folks in the DownUnder are a combination of rough-and-tumble 

types, punkers, and straights: we see a pair of nuns negotiating 

with a vendor for a shortwave radio.  

                             DAMON

               Business is good.

                             JACKO

               Visitors don't come down here.  They 

               try, sometimes, but without air 

               support, they have to come down one 

               at a time.  They come down, they 

               don't go back up again.

                             DAMON

               So in the meantime, you're more 

               trouble than you're worth.

                             JACKO

               For now.  They'll figure out how to 

               pull it off someday.

                             DAMON

               And then?

Jacko makes a slicing gesture across his throat, his meaning 

clear.  He continues into

ADJACENT TUNNEL

Different from all the rest.  This one is markedly empty.  Jacko 

stops, turns, points down the tunnel.

                             JACKO

               That way.

Damon hesitates only a moment before continuing into the 

otherwise deserted tunnel.  He's barely inside when two large MEN 

come out of the shadows, one in front of him, one behind.  

                             FIRST MAN

                     (re: the duffel)

               Hand it over.  Weapons search.

                             DAMON

               Sorry.  Private property.

                             FIRST MAN

               In two seconds it'll be my property 

               if you don't let me see it.

                             DAMON

               And when I get it back it'll be light 

               just a few of my valuables.  Right?

                             FIRST MAN

                     (smiling)

               Strictly business.  You pay me a 

               little now, or you pay me a lot 

               later.  Your choice.

Damon shrugs as though giving in.  Removes his duffel, and SLAMS 

the first man across the face with it.  The second man comes at 

him, and Damon takes him out with a savate kick.  Damon presses 

the advantage, dragging the first man back unsteadily on his 

feet.  He cocks his fist back to deliver a haymaker when:

                             DIGGER

               Cut it.  

PULL BACK TO REVEAL Digger holding a Visitor laser.  Her 

expression is strictly no-nonsense, her voice cool, but there's 

no doubt that she'd pull the trigger if given a moment's 

provocation.  Damon looks like he's considering it for a moment, 

then finally releases the man.    Digger lowers the weapon and 

nods toward the far end of the tunnel.

                             DIGGER

               Go on.

With a final glance to his opponents, Damon heads away.  Jacko 

follows.  Digger lingers as the two men pick themselves up off 

the ground, then approaches the first man.  We don't SEE it, the 

action taking place BELOW FRAME, but she grabs him in a very 

delicate part of his anatomy.  His face shows the pain.

                             DIGGER

               I track you going into business for 

               yourself again, I'll cut 'em off and 

               mail them to you in a box.  Fourth 

               class.  You copy?

He nods.  Quickly, and emphatically.  Digger lets go and retraces 

her steps back to the room she emerged from.

INT. DIGGER'S QUARTERS

A clutter of boxes, merchandise, steam-pipes, old TVs, you name 

it, a black-marketeer's dream.  There are also a number of kids 

from every ethnic group in the place, from 12 on up until the 

late teens.  She holsters the weapon, looks to the kids.

                             DIGGER

               Cypher mode, troops.  Eyes and ears 

               out, make sure no one bothers us.  

The kids head out, disappearing down the access tunnels and air 

ducts.  Jacko is one of the last to go, pausing just long enough 

to give Digger the transceiver in his ear.  She smiles and hands 

him a chocolate bar.  He's clearly her favorite.

                             DIGGER

               Nice going.  

He smiles, takes the chocolate, and heads out.  She looks at the 

transceiver in her hand, holds it up for Damon to see.

                             DIGGER

               Beautiful, isn't it?  One of the last 

               things to come out of Japan before 

               the Hammer fell.

                             DAMON

               The password is --

                             DIGGER

               Phoenix.  Yes, I know.  I've been 

               expecting you ever since they picked 

               you up. 

                             DAMON

               How --

                             DIGGER

               Nothing happens up top, or DownUnder, 

               that I don't hear about.  

                             DAMON

               That's why I'm here.  With your 

               network of contacts in the black 

               market, you'd be a big help to the 

               Resistance.  You interested?

She smiles grimly, walks away, then raises her right wrist so he 

can see the silver band that encircles it, much too tightly.

                             DIGGER

               A gift from the Visitors.  When they 

               took over, they grabbed kids for 

               slave labor to help clear rubble off 

               the streets.  I was sixteen when I 

               got this.  

                             DAMON

               Paingivers.  I've seen them before.  

               Used at Visitor prison camps.  You 

               try to escape, they broadcast a 

               signal --

                             DIGGER

               -- and it fries you.  Major flatline.  

               Took me a year, but I figured out how 

               to disable it.  Stuck my hand in a 

               high-voltage fence.  Figured I'd 

               either short circuit it or die, 

               either way was okay by me.  It 

               worked.  Brains, not brawn.

She turns away from him.  Rubbing the bracelet.

                             DIGGER

               But I still can't get it off.  Alien 

               metal.  Lasers, diamond drills, 

               nothing works.  It was made for a 

               skinny 12 year old girl.  Soon it'll 

               be so tight it'll cut off the blood.  

               Then they'll have to -- to amputate.

She lets this sink in.  Then turns toward a locked cabinet.

                             DIGGER

               You want to know if I'm up to it?

She opens the cabinet, revealing a stunning assortment of 

weapons, Terran and Alien.  Enough to outfit a small army.

                             DIGGER

               Where and when?

Damon smiles.  He's found the right person.

                             DAMON

               Soon.  Got one more to go.  I'll be 

               in touch.

With a casual salute, he exits.  Digger watches him go, her hand 

unconsciously straying to the paingiver on her wrist.  

                                                    CUT TO:

EXT. VISITOR MOTHERSHIP - DAY

Just enough to ESTABLISH UNDER:

                             FIRST VISITOR (vo)

               The Counselor will leave within the 

               hour.

                                                    CUT TO:

INT. MOTHERSHIP - CONTINUOUS

One of the control centers.  Several uniformed VISITORS move 

through the scene in BG UNDER:

                             FIRST VISITOR

               He requests an audience.

                             SECOND VISITOR

               I'll inform his Excellency.

With a bow, the Second Visitor heads out of the room and into 

INT. CORRIDORS

passing other Visitors at work.  He heads down the corridor, past 

an intersection, and pauses in front of a reinforced door that 

reads ATMOSPHERE BATHS - NEGATIVE PRESSURE.  He touches a hand to 

a handplate, and the door SIGHS open.  He steps into

INT. AIRLOCK

And we HEAR the sound of air being pumped, exchanged.  He waits.  

Finally, a red light above the door on the other side of the room 

goes from RED to GREEN, and he goes through into

INT. ATMOSPHERE BATHS

of which we can see precious little.  Lots of steam, and smoke, 

and what might be pits of molten rock glowing through the mist.  

We can dimly SEE a number of robed shapes moving through the 

room, while others sit, almost as though in meditation.  The 

First Visitor looks around, then finally finds the one he's 

looking for.  He stoops beside the figure.  Whispers.  After a 

moment, the figure opens one yellow, slitted eye.  A BEAT, then 

it nods, and the First Visitor exits.

STAY WITH the figure as it rises, and moves out of the room into 

an ante-chamber, where a Visitor TECHNICIAN mans a control 

console.  It steps up onto a raised platform, and a translucent 

glass tube descends over it.  Once covered, it shucks the robe.

The tube makes viewing difficult, but we can SEE that this is a 

Visitor, and for the first time we can see, albeit only partly, 

the full reptilian form.  It nods to the technician, who starts 

up the equipment.  There's a POWER WHINE, and the tube GLOWS.

Then, layer by layer, we SEE the reptilian form covered by what 

might pass for human flesh.  First just pinkness, then 

musculature, then more flesh, then a simple face, which grows in 

detail by the moment.  Finally, the process finished, the tube 

retracts, and out steps the figure we saw earlier on the poster: 

the Leader.  He is nude, though we only SEE his head and 

shoulders.  As someone puts a ROBE around him, we

                                                    CUT TO:

INT. VISITOR CHAPEL - MOTHERSHIP

The Leader sits, waiting.  Others also sit quietly in BG.  The 

Visitor symbol is here, but different.  Silver, the points on the 

end of each arm seen now as stars, and the whole design is 

integrated into a much larger canvas of Visitor symbols.  There 

are various frescoes, detailing various stages in Visitor 

evolution, from crawling lizards to lizards standing upright, to 

starships and lightning bolts.  In the center of it all is a 

symbol that looks like a sword against a starburst.  

Into this, the Counselor comes.  Bows, as the Leader stands.

                             COUNSELOR

               Excellency.  

They sit in one of the alcoves.

                             COUNSELOR 

               My ship departs for Homeworld within 

               the hour.  Counselor Henrod, my 

               replacement, should arrive shortly.  

               I've received some -- troubling 

               reports about him.  His loyalty --

                             LEADER

               -- is a topic of some discussion, 

               yes, I know.

                             COUNSELOR

               And you agreed to his transfer here?

                             LEADER

               You determine if a stone holds iron 

               or gold by putting it in a crucible, 

               and heating it until it melts and 

               shows its secrets.  The Emperor feels 

               this would make a fine crucible.

                     (beat)

               Leave him to us, Counselor.

EXT. BAR - NIGHT

Just enough to ESTABLISH as we cut inside to

INT. BAR

Where we FIND Jordan at the bar, nursing a beer and looking not 

at all happy with life.  There are a fair number of other people 

in the place, at tables and behind the bar.  A jukebox plays an 

old blues song from the thirties, soft, and soulful.  Jordan 

looks up at the Bartender.

                             JORDAN

               Man's got a right to make a living, 

               right?  Puts in his time, fights for 

               everybody else, he's got a right to 

               say no, make a little time for 

               himself, doesn't he?

                     (bartender nods)

               Damn right.  Once in a while, you got 

               to do for yourself.

Give it a BEAT.  Then suddenly the door OPENS, and in walk three 

Visitors, in full uniform.  Instantly, the place falls dead.  The 

only SOUND is the song, which continues unabated.  The Visitors 

walk through the bar, checking out the clientele with suspicious 

glances.  They stop at a table, look at the couple seated there.

                             VISITOR

               Identity papers.

They begin digging out the papers.  The Visitor waits 

impatiently, looks around, notes the jukebox.

                             VISITOR

               What is that racket?

The other customers look around, but no one answers.  The Visitor 

glacnes to one of his companions.

                             VISITOR

               Turn it off.  

The second Visitor goes to the jukebox and unplugs it.  The soft, 

gentle voice and music falls silent.  The room suddenly seems 

dead and depressed and empty.  The Visitors finish checking the 

couple's ID, and then move on to the next table.

Just as they get there, however...the music starts again.  They 

whirl around to see Jordan leaning up against the jukebox.  He's 

just plugged it in again, and once more the sweet sounds of the 

song fill the bar.  

                             JORDAN

               You want to know what that is?  That 

               is Helen Morgan.  Recorded October 

               16th, 1929 with the Leonard Joy 

               Orchestra.  "Why Was I Born?" from 

               "Sweet Adeline."  

The main Visitor nods to his companion, who starts back toward 

the jukebox, clearly expecting Jordan to step aside.  Jordan 

doesn't, standing between the Visitor and the jukebox, which 

continues behind him.

                             JORDAN

               I was sixteen when I played this song 

               for the first time.  It was the 

               sweetest sound I'd ever heard.  Made 

               me think that maybe the human race 

               isn't so bad after all, if we can 

               produce something as pure, as --

                             VISITOR

               Step aside.

                             JORDAN

               When it's finished.

The Visitor draws his weapon.  Jordan doesn't move.  But then, 

one by one, every person in the bar stands, slowly, and starts to 

surround the three Visitors.  Yeah, the Visitors have guns, but 

it's three of them against fifty others, some of whom have large, 

blunt instruments in hand.

The Visitors consider the odds...and with a look that says "We'll 

be back," they stalk out of the bar as, behind them, the song 

continues to its conclusion.

                                                    CUT TO:

EXT. BAR - ALLEY - NIGHT

Jordan steps out of the bar, still humming the tune to himself.  

Just then, he notices he's not alone.  One of the Visitors we saw 

earlier steps into view at the other end of the alley.  Waits.  

Then starts slowly toward Jordan.  Jordan slows, looks around, 

starts to head back the way he came.  But now a Visitor appears 

there as well.

                             VISITOR

               That was a mistake.

With that, he SLUGS Jordan.  Jordan hits the wall, rubs his 

mouth.  It's bleeding.  He shrugs.

                             JORDAN

               Hey, it was my quarter.

With that, Jordan rushes one of them, but the Visitor is too 

strong, and too fast.  The others start in on him when:

                             DAMON

               Hey, you got him!  Great.  that's the 

               guy, all right.  Stole my wallet.  

                             VISITOR

               We --

                             DAMON

               No, that's okay.  I'll take it from 

               here.  Let me get a human cop, and --

Damon approaches, surreptitiously getting something out of his 

back pocket.  Just as they shove him away:

                             DAMON

               MOVE!

He IGNITES what he's holding, a magnesium FLARE.  The Visitors 

are blinded.  Jordan breaks loose, and it's a free-for-all.  The 

fight rages back and forth inside the alley, until one of the 

Visitors decides that this has gone far enough.  He pulls out a 

Visitor weapon from his belt, FIRES.  Jordan dives at Damon, 

saving him.  They tuck and roll, and Damon comes up with a 

similar weapon, FIRING back.  He takes out the first Visitor, 

then the second as he tries to escape.  

That done, Jordan and Damon sit, exhausted, on the alley floor.  

                             JORDAN

               Thanks.  

                             DAMON

               Anytime.

                             JORDAN

                    (re: the weapon)

               So where'd you get that thing?

                             DAMON

               Old war souvenir.  Surprised it still 

               works.

                             JORDAN

               Imports.  Last forever.

                     (beat)

               Stupid question.  How long've you 

               been following me?

                             DAMON

               On and off, since we met.  I thought 

               maybe you might change your mind.  

               Wanted to be there when it happened.  

                             JORDAN

               Who says I changed my mind?

                             DAMON

               They weren't delivering a singing 

               telegram.  You must've done something 

               to make 'em mad.

                             JORDAN

               Yeah, I did.  And tell you the truth, 

               I'm glad.  I've been mad at these 

               creeps for a long time.  And maybe 

               now it's time I did something about 

               it.

                     (beat)

               I'm in.  

He extends a hand.  Damon takes it, shakes.  

                             DAMON

               Welcome to the front lines.  

                                                    FADE TO BLACK

                                                    AND

                                                    FADE OUT:

                            End Act Two

                            Act Three

FADE IN:

EXT. DAMON'S APARTMENT BUILDING - DAY

Just enough to ESTABLISH as Damon walks into 

INT. CORRIDOR FRONTING APARTMENT

He stops in front of the door.  Something's wrong.  His door is 

slightly open.  He looks around.  Doesn't see anyone, but that 

doesn't prove anything.  He reaches into his bag, comes up with a 

weapon.  Has it at his side as he nudges open the door and enters

INT. DAMON'S APARTMENT

Nothing looks disturbed.  Holding the weapon up and ready, Damon 

moves slowly and cautiously through the living room, eyes 

searching the shadows.  He STARTS at a small noise from the 

kitchen.  He approaches.  Takes a breath.  Steps into

INT. KITCHEN

ready to fire if need be -- and there is HAM TYLER, his face in 

the refrigerator, a half-eaten sandwich in his hand.  He barely 

seems to notice the gun, or Damon.

                             HAM

               You got any decent coffee around this 

               joint?

Damon lowers the gun a little.  

                             DAMON

               Ham?  Ham Tyler?  Is that you?

                             HAM

               No, I'm the Easter Bunny, what do you 

               think of my disguise?

                     (sniffs milk carton)

               Whoof!

                     (pours it into sink)

               I let myself in, hope you don't mind.

Damon relaxes slightly, puts the weapon away.

                             DAMON

               Who, me?  This place is getting like 

               Grand Central Station.  

                             HAM

               I've seen Grand Central.  It's 

               cleaner.  

Ham sits at the table, continues eating, seemingly very casual.

                             DAMON

               I didn't know you were still alive.

                             HAM

               Good.

                             DAMON

               Last time I saw you was during the 

               war.  I still owe you for pulling my 

               fat out of the fire in Mexico.

                             HAM

               Glad you see it that way, Damon, 

               because I'm about to collect.

                     (beat)

               So, what'd they tell you about the 

               mission?

                             DAMON

               Just that you needed support for a 

               mission.  

                             HAM

               But they didn't say what, right?

                     (off Damon's nod)

               Which means they still don't know 

               what the mission is.  Good.  And they 

               want you to tell them what it's 

               about.  Right?

                     (no answer)

               That's what I thought.  Which is why 

               we're playing this my way.  I'll tell 

               you what you need to know, when you 

               need to know it.  You got any ketchup 

               around here?

Ham gets up, looks for it.  Damon points to a cabinet.

                             DAMON

               Third shelf.  Why won't you tell me?

                             HAM

               I can't tell you that.

                             DAMON

               You can't tell me why you can't tell 

               me?

                             HAM

               That's right.

                             DAMON

               You're asking a lot, Ham.

                             HAM

               Hey, you were the one said you owed 

               me big-time.  Look, either you trust 

               me, or you don't.  What's it gonna 

               be?

Damon thinks about it for a long moment.  Finally nods.

                             DAMON

               All right.  I'll play along, but just 

               for now.  Anything else?

                             HAM

               Two things:  One: There's an old 

               warehouse over on Lake, meet me there 

               with your team tomorrow night at 

               eight.  I'll fill you in then.  Two: 

               go back and tell the Board I haven't 

               shown up yet.  We've had no contact.  

                             DAMON

               That's it?

                             HAM

               For now.

With that, Ham heads back into

INT. LIVING ROOM

and makes for the door, Damon behind him.

                             DAMON

               What next?  Raise the dead?

                             HAM

               That'll teach you to let somebody 

               save your life.  Next time let 'em 

               kill you, it's less painful in the 

               long run.

And just as Ham steps out through the door:

                             DAMON

               By the way...you remember a spring 

               day, about six years ago, you were 

               pinned down by a Visitor convoy and 

               an F-1 fighter plane blew them away?  

               Saved your butt?

                             HAM

               Yeah.  Was that you?

                     (off Damon's nod)

               Damn.

Looking vaguely annoyed, Ham exits.

                                                    CUT TO:

EXT. MOTHERSHIP - DAY

Just enough to ESTABLISH UNDER:

                             KYRAN (vo)

               Welcome aboard, Counselor Henrod.

INT. MOTHERSHIP - CORRIDOR FRONTING DOCKING BAY

An airlock door dilates open, and COUNSELOR HENROD enters.  He 

carries a heavy case, and is met by KYRAN.  She bows, just 

slightly, at the meeting.

                             KYRAN

               Security Chief Kyran, at your 

               disposal.  Your quarters are this 

               way.

They start walking down the corridor.  After a BEAT:

                             KYRAN

               So how are things on Homeworld?

                             HENROD

               The same.  But that's to be expected.

                             KYRAN

               The New Order requires discipline and