INT. view of briefing room. STEALTH and Rogue walk in. Admiral Taric is waiting for them.

Admiral Taric, Captain Conner from Sector 2.

TARIC Captain, nice to meet you. I've heard many good things about you.

ROGUE Thank you.

TARIC Please be seated.

They sit.

TARIC Captain Conner, we're grateful for your timely arrival but we have a few questions for you.

ROGUE Go on.

TARIC Why did you break off contact at yesterday morning's rising?

ROGUE We were testing a new device sir, which required us to maintain radio silence.

TARIC What new device?

ROGUE Well...

He looks at Stealth.

TARIC Captain Kristol has full clearance.

Rogue looks at Stealth and raises an eyebrow.

ROGUE Well now,....

TARIC Captain, what new device?

ROGUE A device that allows ships to pass through sensors without being detected.

STEALTH Impossible!

ROGUE No it's not.

TARIC Where did you get this....device?

ROGUE Remember that Chaloquin ship we captured a couple of months ago?

TARIC Yes.

ROGUE Well, our techs found a configuration in the ship's shield which allows it to float right on by any sensor post. So our guys figured out the workings and fitted it to our ships.

STEALTH So that's how the Chaloquins got past our sensors today.

ROGUE Probably.

TARIC Why wasn't High Council told about this?

ROGUE We weren't sure it would work, so we didn't want to get everyone's hopes up.

STEALTH What I want to know is how did they open Gateway?

TARIC There seems to be a leak. For the past few days someone has been sending coded transmissions to the Chaloquins. Whomever it is must have sent the override sequence and opened Gateway.

STEALTH Are you sure?

TARIC At first we thought it was a freak signal caused by the recent ion storms, but the code was finally traced to the Chaloquin mammoth. We'll have to keep a constant guard up there to help Outpost.

ROGUE Although, they might not be so hasty to try that little trick again.

TARIC How do you mean?

ROGUE My Black Wing can't be picked up on radar either so they won't know if we're guarding Outpost or not. An impasse.

TARIC True.

STEALTH We should inform High Council at once.

TARIC Not yet.

STEALTH But Admiral, whoever the traitor is somehow has access to vital information. We can't just sit back and not say anything.....

TARIC Until we know who it is, all classified information is for me or Lord High Garuss.

Stealth and Rogue look at each other.

TARIC I'm sure Lord Garuss will inform the High Council as soon as I tell him.

Vid-screen comes on. COMMUNICATIONS OFFICER is on screen.

COMM. OFFICER (on screen) Admiral Taric, Blue and Green Wings have just come in.

TARIC Have Astro report to briefing at once.

COMM. OFFICER (on screen)

Yes sir.

Vid-screen goes off.

TARIC Let's hope Astro found some useful information about that mammoth. We're going to have to find a way to destroy that thing before it gets past our sensors.

ROGUE Especially now that there is a spy among us.

STEALTH That "spy" cost me the lives of a dozen pilots.

TARIC I'm sorry for you as well as them. Give their families my condolences.

STEALTH Yes sir.

TARIC I'm sure I don't need to remind you that what we've just discussed is classified. You're not to tell anyone. You're both excused.

They salute him and leave.

EXT. view of damaged city. People cleaning up and helping each. STEALTH and Rogue come walking out in the city to survey the damage. Stealth purposefully walks down the street.

EXT. view as she turns the corner and meets Akyras, who is helping an injured PERSON on the street.

AKYRAS Now, keep your arm in this sling until you get to the medic.

PERSON 1 Thank you Akyras.

Akyras stands and walks over to Stealth.

AKYRAS So, you survived another battle.

STEALTH Does that disappoint you?

AKYRAS Let's just say it doesn't surprise me. And so, the Chaloquins got through Gateway. This time we were lucky-not many of us died. But what happens next time? And the next? How long must we live in fear before you understand the logic of leaving?

STEALTH Going back to the planet is not the answer. Why trade one enemy for another? And personally, I'd rather fight the Chaloquins than the Olipidees.

AKYRAS But the Olipidees would defend us from the Chaloquins while we build large transports to move entirely out of this star system.

ROGUE I don't think leaving this system is a good idea. We don't know what else is out there.

AKYRAS Who are you?

ROGUE Captain Drake Conner, Sector 2 Black Wing.

AKYRAS Another glory seeker!

STEALTH How can you say that? You were once captain of Black Wing, you know what we stand for.

AKYRAS Yes, I know and I paid dearly for that belief.

STEALTH You're not the only one who lost a family 15 years ago. I lost my sister, my brothers and my mother in that battle. Everyone lost someone, but the answer is to go on, not run away. We will conquer the Chaloquins. I believe in that and I believe in Black Wing because that's what my father taught me.

AKYRAS Yes, but he didn't know that one day you would be his only family to survive that battle!......I don't want to lose you, Sharr. I want us to be a family together, some place that is safe. That's why I came back.

STEALTH Then come back to Black Wing and help us make it safe, here, on this moon. You were the top pilot once. Everything I know I learned from you. Join us again.

AKYRAS I can't.

STEALTH Then we go our separate ways. If it's safety you seek, why don't you go back to the mountains where you belong.

Stealth and Rogue walk away. When they get a fair distance from Akyras, Rogue breaks the silence.

ROGUE That's your father?

STEALTH That's my father.

ROGUE Kristol....Akyras....Captain Akyras Kristol, Sector 1 Black Wing during the war of the Uhldatch.

STEALTH You've read your history.

ROGUE He was one of the greatest pilots...what happened to him?

STEALTH The grief of losing his entire family was too much for him. He cracked up. He went off to the mountains and stayed there for many years. About a year ago he came back.

ROGUE How could he leave when you were still here?

STEALTH I guess I wasn't enough for him. When he left, I was alone without anyone. Yellow Wing was all I had at the time so I stayed with it and made it to Black Wing.

ROGUE Good thing for me.

Stealth and Rogue are walking by a tavern and hear some yelling from within.

ROGUE What's going on in there?

STEALTH Let's check it out.

INT. view of tavern. Prenedin, Weyr, Ishanza and List are arguing with Laser, Vixen, Speed and Ajax. Stealth and ROGUE enter and survey the scene.

PRENEDIN You pilots are all the same. You may be defending us, but if we went to the planet, we would be safe and not need you anymore.

VIXEN Are you forgetting about the Olipidees? I wouldn't call them safe.

LIST If Black Wing went to the planet and destroyed the Olipidees, then there would be no problem.

LASER Captain Kristol can't risk Black Wing with the Chaloquins knocking on our front door.

WEYR You follow your captain with blinders on.

AJAX We follow Captain Kristol because we understand life, unlike you.

PRENEDIN You understand death, because killing is all you know how to do.

LIST We should leave the High Council and Command Control here to fight to their hearts content.

AJAX We don't like fighting any more than you!

ISHANZA Then walk away from it all, right now.

STEALTH What seems to be the problem here?

They all turn to see Stealth and Rogue have joined them.

LIST Well, look who's here! The killing machine herself.

PRENEDIN The mighty Captain of Black Wing!

STEALTH That's enough. Fighting among ourselves won't get us anywhere. It will just make us vulnerable for the Chaloquins to conquer.

PRENEDIN We don't want to fight, we want to leave.

STEALTH Who does?

WEYR Most of us.

STEALTH Then leave. Go with Akyras, find someplace "safe".

WEYR We can't go to the planet unless we get the High Council's permission to use the transports.

AJAX Then I guess you're stuck here with us.

PRENEDIN Over my dead body!

Prenedin punches Ajax. Speed punches Prenedin. Weyr and Ishanza jump on Speed.

STEALTH Break it up, now!

Stealth and Rogue try to break it up. List grabs Stealth from behind, she throws him over her shoulder which triggers an all out brawl between the pilots and the civilians. C.O.F.'s arrive (Civil Obedience Force) and arrest them all.

COF 1 All right everyone cease!

He FIRES his laser over the heads of the ones who are fighting. They stop and the C.O.F.'s get a hold of all of them.

COF 1 You will all come with us. You are under arrest for general disturbance....Captain Kristol! I didn't realize...

STEALTH That's all right.

COF 1 I'm sorry but you'll have to come along with the rest.

STEALTH I understand.

They are escorted out of the building.

EXT. view of group walking down the street towards the council chamber.

ROGUE Well, my first few hours here and I'm already in trouble.

STEALTH Somehow that doesn't surprise me.

INT. view of chamber. Garuss, Taric and a few other lords are discussing some matters.

LORD MERRAJAH What were the damages to that sector?

TARIC Minimal. A food storage building was completely destroyed along with the caretaker's house.

LORD PAQUAHAD And the caretaker...?

TARIC He is safe.

LORD GRIEG How many civilians were hurt or killed in this raid?

TARIC We estimate 36 killed and another 71 injured.

GARUSS We were lucky this time.

A PAGE enters.

PAGE My Lord High.

Garuss stands.

GARUSS Yes?

PAGE Lt. Rantier from the Civil Obedience Force wishes to speak with you immediately.

GARUSS About what?

PAGE There was a disturbance at the local tavern.

GARUSS He knows what the punishment is for brawling. He doesn't need to take up our precious time with minor matters.

PAGE Lord High, it seems some Black Wing pilots were involved.

GARUSS Send him in.

The page exits.

GARUSS The council is dismissed.

The Lords all exit. Garuss looks at Taric. LT. RANTIER enters with Stealth, Rogue, Ajax, Speed, Laser, Vixen and the four Civilians. On seeing Stealth, Taric stands.

GARUSS Lt. Rantier, please inform me of what is going on.

RANTIER Once again, Lord High, another fight between pilots and civilians. As you are well aware, we have a code of punishment we use for all offenders but this is a special case in the fact that four of the offenders are Black Wing pilots.

GARUSS Captain Kristol, am I to understand you proceeded to get yourself involved in a bar-room brawl?

STEALTH Yes Lord High.

ROGUE It wasn't our fault. These civilians started....

GARUSS You will not speak unless spoken to!

TARIC Captain Conner, you must remember that unlike the other eight sisters, on this moon we have the High Council. You may speak only when addressed.

ROGUE Yes sir.

TARIC Captain Kristol, please tell Lord High exactly what happened.

STEALTH Captain Conner and I were walking past the tavern when we heard some shouting. We stepped in and noticed some civilians arguing with these pilots and attempted to break it up. Somehow things got out of hand and...well, we ended up fighting sir.

GARUSS Is this true?

PRENEDIN Yes Lord High.

GARUSS Who threw the first punch?

Silence for a moment. Then Prenedin speaks.

PRENEDIN I did, Lord High.

GARUSS Lt. Rantier, these four civilians have a choice in their sentencing....they could either tend the High Council gardens for a period of one month, foregoing all else, that they might absorb the peaceful tranquillity the garden brings, or they could be taken to the planet, to be picked up in one month. That is, of course, if there's anyone left to pick up. Which is it to be?

PRENEDIN My Lord High, we obviously choose to tend the gardens.

GARUSS Their sentence begins now. Lt. Rantier, take them away.

RANTIER Yes Lord High.

Lt. Rantier exits with the four civilians. As they turn around to go Prenedin speaks under his breath.

PRENEDIN Flowers!

GARUSS What am I supposed to do with you four?

AJAX We deserve the same sentence, Lord High.

TARIC We can't risk that now. The Chaloquins can open the Gateway. We need every pilot we have.

GARUSS True. But you can remain confined to your quarters until such time as I have decided. It's bad enough that we have a war on our hands but to have fighting amongst our own people? Black Wing pilots and especially captains, should be above this. You are here to protect and promote peace. Think about that as you are in confinement for the rest of this evening.

The pilots all hang their heads, thinking.

TARIC I trust I can send you to your quarters without an escort?

STEALTH Yes sir.

GARUSS Then you are dismissed.

The pilots exit.

TARIC You almost can't blame them.

GARUSS Maybe not the civilians but the pilots, especially Captain Kristol....

TARIC My Lord High, we are all under a great stress. Sometimes explosive situations don't take much to ignite and they can't be helped. Even though she comes from a long line of great Black Wing captains, Captain Kristol is just as human as you and I. And her father isn't helping matters.

GARUSS You just make sure she keeps her head and doesn't do what Akyras did to us.

TARIC You mean leave Black Wing? She won't. She was there fifteen years ago, and with all that happened then, she stayed with us. Did you know, she's the one who nursed me back to health?

GARUSS Did she?

TARIC Yes. She's a remarkable woman.

INT. view as Stealth and Rogue walk down a hallway. Ad libs as Speed, Ajax, Laser and Vixen all exit different directions. Rogue stops.

ROGUE Well, that was a bit of a lark. Now what?

Stealth stops.

STEALTH Now.....nothing. It's night and we've been confined to quarters until further notice, so....bedtime.

Rogue walks towards her. Stealth backs away from him until she is up against the wall. Rogue puts his hands on the wall on either side of her head blocking her in.

ROGUE Your place or mine?

STEALTH Do you ever give up?

ROGUE Nope. Come on, admit it. You're as attracted to me as I am to you. I saw it in your eyes when we first met.

STEALTH I don't know what you're talking about.

ROGUE Yes you do. You just don't want to admit it. Being first captain of all nine Black Wings doesn't mean you can't show any emotions.

STEALTH You want emotions? I'll give you one. How about anger?

ROGUE Hmm...no..that one doesn't work for me. Besides, anger is not why you're breathing hard.

STEALTH Oh no?

ROGUE No. I think you said bedtime on purpose, maybe subconsciously but definitely on purpose. And, Lord Garuss didn't say we had to be confined to separate quarters.

STEALTH Captain Conner, I'm going home to my place by myself. Your place is in the barracks with your pilots.

ROGUE So you're gonna play hard to get are you? That's okay. I like the chase. But remember, I'll eventually win. I always do.

STEALTH Not this time, I'm afraid. I refuse to be a trophy in your line of conquests.

ROGUE I'll win. You can bet on it. In fact here's something on account.

Rogue kisses Stealth. She tries to push him away, he grabs both her hands and holds them against the wall. She gives in. They stop for a breath, look into each others eyes. They kiss again. Finally they both break apart. Rogue tries to recover his charm.

ROGUE Tonight, I can guarantee you, we'll both be thinking how good it could be between us.

He turns around and walks out. Stealth contemplates him for a moment, shakes her head to try and clear her thoughts, then leaves the other direction.

EXT. view of the planet in space.

EXT. view of an ancient city on the planet. The city is in ruins, massive vegetation and trees growing. Creatures scurry past debris and piles of odd-shaped sticks. "Sticks" are discovered to be piles of bones with partial decaying flesh. A spine-tingling SCREAM is heard in the distance answered by another SCREAM further away. The glow of artificial lights come from an open area between two large buildings.

EXT. view people and machinery constructing huge landing platforms. Around the perimeter of the construction are heavily armed guards looking out towards the rest of the ruins.

FOREMAN Hurry up and get that platform in place! We're running out of time!

View of people yelling directions as foreman walks over to Neros.

FOREMAN We'll be done shortly my lord.

NEROS Good. It's past dark. We should not be here right now.

A SCREAM is heard close to them. They both turn and look in the direction it came from. Another scream is heard across the compound. Neros and the foreman turn and look that direction.

NEROS The Olipidees are getting closer now that the darkness protects their sight.

FOREMAN What should we do?

NEROS Hurry and get that last platform secured before they start to attack us. I'm going to look for that archive.

The foreman salutes Neros and hurriedly walks back to the construction.

FOREMAN Get those posts secured. Tighten every bolt and make sure the locks are in place.

Neros walks to a broken down building and goes inside.

INT. view of Neros looking around the remains of a library. Musty books everywhere, some burned, some torn up. Neros goes to a bookcase against the wall, picks up an iron bar and pries the bookcase away from the wall. He enters into a private chamber of large tomes, takes one up and starts to glance through it.

EXT. view. A SCREAM is heard close by. It is answered by several surrounding SCREAMS. The men stop what they're doing and look out at the forest. The guards take aim into the darkness. The SCREAMS are heard for a few more seconds, then silence. The guards look around. The foreman looks around..

INT. view of Neros still searching through the tomes looking for the re-creation formula. He tosses aside the one he has in his hands and grabs another one. Glancing through it he finds what he's looking for.

NEROS This is it!

Neros turns as he hears the sounds of crashing timbers and breaking branches. He heads out of the library.

EXT. view as the Olipidees come into view. The Olipidees (O. L. P. D.- -Outer Limits Protection Devices) are half machine and have organism. Huge oval bodies with three legs on each side, a long tail with spikes on the end, a large round head with horns, and w forearms-one with a giant pincer attached to it and the other a laser cannon. Large, spike teeth inside a gaping mouth, armor plate all over its body and two long feelers protruding from the back of the neck. They are camouflaged brown and green to blend in with the forest. They are very agile and quick but most of all, very deadly. The Olipidees come crashing into the compound, the guards start SHOOTING at them the engineers run for the cover of their transports. Neros runs over to the foreman.

FOREMAN Everyone to their transports!

NEROS No! Finish securing the platform!

FOREMAN But my lord....

NEROS Do It!

The foreman orders the engineers back to the platform. The men start to secure and lock the platform in place. The guards face off with the Olipidees and start FIRING. The laser shots bounce harmlessly off the metal plating of the Olipidees who charge straight for the guards. The Olipidees use their laser arms to SHOOT some of the guards while they use their pincer limb to crush the men's bodies in half.

INT. view of Neros inside a transport. The SCREAMS of the men are outside. He looks their direction, looks at the flight console and FIRES his laser at it, melding it non-functional. He leaves the transport

EXT. view of five Olipidees surrounding the last three guards. The Olipidees charge at them. Two get a hold of the same guard and rip him in half.

EXT. view of the foreman and his engineers.

FOREMAN That's it men, run to the transports, quick!

EXT. view of Neros watching from around the corner of his transport. He looks at the finished platform, looks at the Olipidees.

EXT. view of the Olipidees who have succeeded in opening the transports and pulling out the men one by one.

EXT. view of Neros as he gets in his transport and lifts off.

EXT. view as the transport glides away from the city of the ancient ones.

INT. view of transport. Neros pulls out a transmitter and starts sending a coded message.

EXT. view of control tower at night. A solitary figure is seen on balcony receiving a transmitting signal. Suddenly an inner light comes on and two guards making their rounds step onto balcony.

GUARD 1 Do you think we're gonna live through this one?

GUARD 2 My father was a guard during the Uhldatch war and he says this is no worse.

GUARD 1 I don't know about that......Oh excuse us, we didn't know anyone was out here.

In a disguised voice the dark figure answers back.

DARK FIGURE That's quite all right. Now if you'll just leave me.

GUARD 2 What is that in your hand?

DARK FIGURE Nothing for you to concern yourself with.

GUARD 2 I'm sorry but we are authorized to investigate anything unusual....

Dark figure whips out a laser and SHOOTS both guards.

DARK FIGURE Authorization denied.

He continues sending the signal, finishes, steps over the bodies of the two guards and leaves.

INT. view of Stealth's home. Stealth is reading. Someone knocks. Stealth gets up and answers it.

STEALTH Admiral Taric...

TARIC I know it's late.

STEALTH No, it's all right.

TARIC I just wanted to make sure you were all right, I mean with everything that's happened.....I'm sorry about the pilots you lost today. I know it must be hard on you.

STEALTH Not half as hard as having to inform their next of kin.

TARIC Yes, well, I can sympathize with you on that account. I've had to do that myself many times

STEALTH Admiral, about the fighting in the tavern, I just want to apologize...

TARIC Captain you don't need to. These things happen.

STEALTH It's the punishment that's the most embarrassing.

TARIC I know. I would rather it all had been dropped but we have to maintain a code of ethics for all. I'm sure you can appreciate this.

STEALTH Yes sir.

A pause as Taric looks intently at her.

STEALTH Is that all sir?

TARIC I was wondering how things are going between you and Neros.

STEALTH Why?

TARIC Oh, you both seem a bit tense around each other.

STEALTH Actually, things are not going all that well with us.

TARIC Oh?

STEALTH Something has changed within him and I'm not sure what. It's not something I can put my finger on, like abnormal behavior or extreme emotions, it's just this feeling I have. We're separating.....

TARIC I'm sorry things didn't work out between you.

Vid-screen comes on. Council secretary is on screen.

SECRETARY (over vid-screen) Admiral Taric, Captain Kristol, your presence is required immediately in the Chamber. High Council meeting will commence in five minutes.

Vid-screen goes blank.

STEALTH Why me? Pilots aren't allowed to go to High Council meetings.

TARIC You are now. Let's go.

He ushers her out the door.

INT. view of the Chamber. Lord High Garuss is at podium, the other lords are entering and sitting at a large round table. Stealth and Taric enter. Taric goes to his seat. Neros enters from the other side and goes over to Stealth.

STEALTH Neros....when did you get back?

NEROS Um..just a short while ago. Look, I have to sit by Garuss. You sit with Admiral Taric.

Rogue enters behind them and watches them.

NEROS I'll see you later.

He walks away.

ROGUE So that's him? I can't believe you'd dump me for him.

STEALTH In order to dump you, I would have to have you.....and I don't.

ROGUE Ooooh.........ouch.

She walks over to Taric and sits. Garuss bangs his gavel and calls everyone to order. Rogue sits on the other side of Taric.

GARUSS Can I have everyone's attention? Thank you. We've had some disturbing information in the past hour or so. As you know, Brown Wing and Green Wings went on a little mission to find out more about this new Chaloquin ship. Here's what we've found out.

Large vid-screen lights up behind him with pictures on it.

GARUSS Our infrex cameras came up with these pictures of the mammoth. All of these dots on the underside of the ship are the housing stalls of their fighter ships.

LORD MERRAJAH But there's hundreds of dots there!

GARUSS There are exactly 500 dots which means...

ROGUE 500 ships!

STEALTH Against our 130.

LORD PAQUAHAD How can we beat them?

LORD DAEYOU We can't. It would be a slaughter!

GARUSS Also, they can get past our sensors without our knowing.

LORD GRIEG We're dead!

LORD PAQUAHAD They'll annihilate this moon!

LORD LARANON They'll annihilate our race!

LORD BOLST What can we do?

GARUSS Quiet please, quiet. As I see it, we have two choices. One, we could fight them.

LORD AFARRAR There are too many of them. They would take us all out before the battle ever began.

GARUSS There is another choice. Surrender.

Everyone goes silent in disbelief.

LORD DAEYOU Surrender...?

LORD SEFFENCHIA ....to the Chaloquins?

STEALTH My Lord High, the Chaloquins don't take prisoners.

GARUSS We might be able to work out a deal with them. It would be worth a try.

LORD PAQUAHAD We're doomed.

GARUSS I would be willing to act as liaison to the Chaloquins to vie for peace.

LORD MERRAJAH We would be slaves.

GARUSS To live as slaves is better than not living at all.

General consternation and arguing as the lords debate.

AKYRAS There is a 3rd option.

All eyes look to Akyras who is standing in the open doorway.

LORD BOLST Akyras Kristol! This is a closed meeting.

AKYRAS I am here as a representative of the people.

STEALTH Only some of them.

Akyras glares at Stealth.

AKYRAS Never the less, the decisions being made now affect everyone.

General consternation. Garuss bangs his gavel.

GARUSS Order! Order!

TARIC And what is our third option, in your opinion?

AKYRAS To leave the nine sisters.

LORD SEFFENCHIA Impossible!

LORD AFARRAR We don't have big enough transports to hold this moons inhabitants much less the other eight.

AKYRAS Have the transports relay only the civilians to the furthest moon away and leave all military personnel on the moons to fight.

LORD PAQUAHAD What would that accomplish? Eventually the Chaloquins would get to the last moon.

AKYRAS But it would take some time. We could build large transports to finally get away from this system...for good.

LORD LARANON Leave this system? And what would we find out beyond this star system?

AKYRAS I don't know. But we would be together and alive.

LORD GRIEG For how long? We could wander through space forever and not find anything.

AKYRAS It would give us time to find a solution instead of sitting here waiting to die!

Stealth stands.

STEALTH You want time? I'll give you time but not to run away. My Lord High and council members, I propose this. Let us fight them. The Gateway keeps the Nine Sisters safe. All we have to do is protect the Gateways. This Gateway in particular. So far this is the only Chaloquin mammoth we've seen.

LORD MERRAJAH But 130 fighters against 500? How can we be victorious?

GARUSS We can't! We must surrender.....

STEALTH My Lord High, I have an idea. I just need to work out the details with Admiral Taric.

GARUSS I don't know about this....

AKYRAS No, we need to evacuate to the planet!

LORD MERRAJAH Admiral Taric, in your expert opinion, do we stand a chance?

Taric looks hesitantly at Stealth, then speaks.

TARIC Whatever Captain Kristol has planned, I'm sure we stand to lose a lot of pilots but if we don't at least try, we lose our freedom, if not our lives.

GARUSS I really don't think....

STEALTH What we need to do first is get Lord High and all council members to the safety of the last moon. It's far enough on the other side of the planet, they should be safe in case this moon is taken. Second, evacuate the civilians to the outer reaches across the desert. Then Admiral Taric and the Commanders will be able to use this city as a total military base.

LORD PAQUAHAD I propose we put this plan of action to vote.

GARUSS Please, I beg the council to reconsider...

LORD LARANON I second the proposal!

Garuss doesn't speak for a moment. He looks at the council and then to Neros. Then he reluctantly speaks.

GARUSS All those in favor say 'aye'.

All except Neros and Akyras say 'aye'.

GARUSS Opposed?

AKYRAS I am opposed.

LORD SEFFENCHIA You are not a part of this council!

Silence.

GARUSS The proposal is....adopted.

AKYRAS And so, we sit here and wait...to die.

TARIC Akyras, as self-appointed leader of the people, you will get them organized and loaded on the ground movers. You will go with them, out past the desert of Teylau and to the mountains of Greanon. You know those mountains better than anyone. Everyone will be safe there.

AKYRAS Not for long.

Akyras turns and walks out of the room.

GARUSS Admiral Taric, as we are now in a state of battle, I leave you in command. What do you want us to do?

TARIC I want all council members and their families to meet in flight dock in 1 hour.

GARUSS As you wish. Meeting adjourned.

Everyone starts to leave.

TARIC Kristol, Conner, stay here a moment.

As soon as the room empties, he turns to them.

TARIC All right Kristol. What's your idea?

STEALTH Sir, I think our only chance is to get someone on board that mammoth and blow it up.

ROGUE How can someone sneak on?

STEALTH A diversion. Send out enough fighters to engage them and let a pilot take your ship to scoot around behind the mammoth and board it. No one will detect it on radar and with a battle going on, the Chaloquins won't be suspecting.

TARIC Hmm...it's risky. But it just might work. Whom would you suggest to sneak on board?

STEALTH I'll do it.

ROGUE I'll do it. It's my ship.

STEALTH But I outrank you.

Rogue looks at Taric. Taric smiles.

STEALTH I want you to lead the battle against the Chaloquin fighters.

TARIC This is a do or die situation. We'll have every ship up there for this last effort. And so....it's been a long night. I want you two to bed down in the officer barracks and get a few hours sleep while I solidify attack plans and make preparations.

STEALTH But Admiral, we want to help...

TARIC The best way for you both to help is to get some rest. You two are my best pilots. I'm going to need you in top condition when we start this battle.

STEALTH Yes sir.

Stealth and Rogue start to exit.

ROGUE I finally get to bed down with you and do I get to enjoy it? No, because the Chaloquins have to come and spoil everything.

STEALTH Do you ever stop?

ROGUE Not until I win.

STEALTH You're impossible.

INT. view of command center. Comdr. Lightowner is listening to the callbacks of each guard station. "ground station one, check", "ground station two, check" and etc. Admiral Taric enters and crosses over to Comdr. Lightowner.

TARIC Commander.

LIGHTOWNER Admiral Taric.

TARIC Get the transports prepped and ready to go.

LIGHTOWNER What's going on?

TARIC We're moving all council members to safety.

LIGHTOWNER Why?

TARIC Because we're going to fight the Chaloquins.

They look at each other for a second.

TARIC I want those transports to lift off in 45 minutes.

LIGHTOWNER Yes sir.

TARIC Also, I want all land movers loaded with the civilians and ready to move within 3 hours. Get in touch with Akyras. He is organizing the people together.

LIGHTOWNER Akyras...Kristol?

TARIC Yes.

COMMUNICATIONS 1 Commander, I'm getting zero response from the guards in tower 1.

LIGHTOWNER Try again.

COMMUNICATIONS 1 Tower 1 this is command center. Please respond and check in.

Static is heard.

COMMUNICATIONS 1 Tower 1 this is command center. Please respond and check in.

Still no reply.

LIGHTOWNER Keep trying to contact them. Security, come with me.

Two security men come over to him.

TARIC I'm going too.

All four of them exit.

INT. view of corridor as the 4 walk through it.

INT. view of 4 getting into lift at bottom of tower.

INT. view of 4 getting out of lift at top of tower. They look around. All the instruments are operating. Control 1 is on vid-screen.

COMMUNICATIONS 1 (on vid-screen) Tower 1 this is command center. Please respond and check in.

Comdr. Lightowner goes over to console.

LIGHTOWNER Tower 1, we have arrived and found it deserted.

The two security guards step onto balcony.

TARIC Where could they have gone?

SECURITY 1 (from balcony) Commander, we found them.

Taric and Comdr. Lightowner go onto balcony.

EXT. view of balcony as Taric and Comdr. Lightowner find the two dead guards. Comdr. Lightowner kneels down to check their pulses. He looks up at Taric.

LIGHTOWNER They're dead.

INT. view of command center as the doors burst open. Admiral Taric and Comdr. Lightowner come storming through.

TARIC We're moving up lift off time. I want those transports in the air in 15 minutes. I want all White, Yellow, Orange and Orange Wings to guard them.

LIGHTOWNER Right away sir.

Commander goes to comm. station.

LIGHTOWNER All White, Yellow and Orange Wings report to flight dock in 10 minutes. This is not a drill, I repeat, this is not a drill.

INT. view of white barracks as the White Wing Capt. bursts in.

WHITE WING CAPT. White Wing up, suited and ready to fly in 10 minutes!

INT. view of yellow barracks as the Yellow Wing Capt. bursts in.

YELLOW WING CAPT. Yellow Wing up, suited and ready to fly in 10 minutes!

INT. view of orange barracks as the Orange Wing Capt. bursts in.

ORANGE WING CAPT. Orange Wing up, suited and ready to fly.....

INT. view of flight dock as transports are loaded, fighter ships are prepped. The pilots start running in and go to their respective ships. Lord Garuss and Neros are seen entering a personal transport. Admiral Taric and Comdr. Lightowner are standing by it.

TARIC I want the four best pilots from Orange Wing to guard this transport.

LIGHTOWNER Yes sir.

TARIC As soon as they're loaded get them airborne.

EXT. view of transports escorted by fighters lifting off.

EXT. view of Gaross' transport and fighters lifting off and flying up through the atmosphere.

EXT. view of multiple transports with their fighters in space heading for the fourth moon.

INT. view of Command Center.

COMMUNICATIONS 1 Transports are on their way to the fourth moon.

TARIC Good. Now let's get the civilians moved.

EXT. view of land movers in the streets with people loading into them. As the land movers are filled, they take off for the outer reaches. Akyras is among them giving orders.

EXT. view of the outskirts of the city as a line of land movers are heading towards the distant mountains.

EXT. view of transports flying with their escorts. Lord Garuss' transport veers off right.

INT. view of Orange captain's cockpit.

BANE Alpha transport, please turn to correct heading for the fourth moon.

INT. view of Alpha transport.

GARUSS Captain, we are on a secret mission which requires this new heading. I'm sending the coordinates to you now. Also, you and your squad will maintain comm silence until I give the all clear. Is that understood?

BANE (over comm.) Yes my lord.

Garuss turns to Neros and smiles.

INT. view of Command Center.

COMMUNICATIONS 1 Commander, Alpha transport is off course.

LIGHTOWNER Contact and inform them to resume correct course.

COMMUNICATIONS 1 Alpha transport, please turn back to heading 3.025 on course for first moon.

No response. Comdr. Lightowner looks at Admiral Taric. Taric gets on comm.

TARIC Lord Garuss I know what you're planning to do and it won't work. I beg of you, please turn around and come back to heading 3.025.

No response. Taric looks at other control officers.

TARIC Is there any response from Orange squadron?

CONTROL 2 No sir.

TARIC Shards, the old fool! Comdr. Lightowner, wake Captain Kristol and have her wing suited and ready to fly in 10 minutes.

LIGHTOWNER Yes sir.

Comdr. Lightowner exits one way. Taric exits towards flight dock.

INT. view of Stealth, Rogue and Comdr. Lightowner walking corridor with. Stealth and Rogue are buttoning up their suits as they go.

ROGUE You know, you're right. I've had more action in the past 24 hours here than in a whole week back home.

STEALTH It's never a dull moment.

INT. view as the three of them enter flight dock They walk up to Taric.

TARIC Captains, we have a problem. Alpha transport has gone renegade. I think Garuss is planning on trying to surrender us.

ROGUE Oh no.

STEALTH But he won't be able to get past Gateway.

TARIC Yes he will. No one would ever question the Lord High if he wants to go through.

ROGUE So what do you want us to do?

TARIC Captain Kristol, I want your Black Wing to chase him down and try to get him back.

STEALTH How?

TARIC Reason with him. Convince him to come back. Captain Conner I want you to take command of the rest of the wings.

ROGUE Sir, I think my Black Wing should accompany Captain Kristol's in case there's a surprise attack by the Chaloquins.

TARIC No, because if there is, I'm going to need as many wings available to defend us. Kristol, if Lord Garuss succeeds in getting past Outpost, I want your Black Wing to turn around and come back.

STEALTH Yes sir.

TARIC And as always, good luck.

Stealth salutes and goes to her ship. Taric exits. Stealth sees Akyras off to the side. She goes over to him.

STEALTH What are you doing here? I thought you wanted to be someplace safe.

AKYRAS As much as I fear, I can't leave you here alone.

STEALTH You did once before.

AKYRAS I know. It was wrong of me. It's different now. I'm different. I've organized the people and they are on their way to the mountains. I was going to go with them but I changed my mind.

STEALTH Why?

AKYRAS The decision was made to fight. What will be, will be within the next few hours. Our fate shall be decided and I find I can't run away this time.

STEALTH Then join us, be on my Black Wing.

AKYRAS It's been too many years since I was a pilot. But I do know tactics. I can't make up for the past, but perhaps I will be of some use in command control.

STEALTH Then, good luck to all of us.

AKYRAS Especially to you, my daughter. I may not have any right to say this, but I am very proud of you. Fifteen years ago I couldn't say so. I had lost too much to find anything positive. I hope now that, if we all live through this, maybe we could begin again as father and daughter.

STEALTH I would like to have a father again.

Stealth climbs up in her ship. Akyras exits. Stealth FIRES up her ship, looks out and sees Rogue. She smiles, gives him a thumbs up sign. He grins back and salutes her. He watches as Stealth's ship glides out to launch pad. Rogues' smile fade.

ROGUE I've got a bad feeling about this.

He turns and goes in to command center.

EXT. view of Stealth's Black Wing in flight.

INT. view of Stealth's cockpit.

STEALTH Bishop, have you been able to contact Bane and his squad?

INT. view of Bishop's cockpit.

BISHOP Negative. All I get is static. I think they've turned off their comm.

INT. view of Stealth's cockpit.

STEALTH Ditto here with Alpha transport.

INT. view of Bishop's cockpit.

BISHOP What do you think Lord Garuss is going to do?

INT. view of Stealth's cockpit.

STEALTH He's going to try and contact them to see if peace can be a possibility.

INT. view of Bishop's cockpit.

BISHOP How can he accomplish that?

INT. view of Stealth's cockpit.

STEALTH By offering us as slaves.

She looks down at radar.

STEALTH Alpha transport has made it through Gateway. We must reach them before they get to Outpost. Black Wing increase speed to maximum velocity.

EXT. view of ships as TURBO JETS come on.

INT. view of Alpha transport. Neros looks down at radar.

NEROS Black Wing is following us.

GARUSS We'll put a stop to that.

Garuss turns on his comm.

GARUSS Captain Kristol, I know you're back there and I order you to turn around and go back at once.

INT. view of Stealth's cockpit.

STEALTH Lord Garuss, we know what you're planning to do and it won't work.

INT. view of Alpha transport.

GARUSS And what do you think I'm doing?

STEALTH (over comm.) Trying to make peace with the Chaloquins.

Garuss and Neros look at each other.

INT. view of Stealth's cockpit.

STEALTH My lord, you'll never make it to the Chaloquins alive. They'll kill you as soon as you get in range.

INT. view of Alpha transport.

GARUSS Now you listen here, Captain. I want you to turn around at once or I shall have my escorts fire on you.

INT. view of Stealth's cockpit.

STEALTH My lord, you wouldn't!

INT. view of Alpha transport.

GARUSS I will! Now turn around.

INT. view of Stealth's cockpit. She is speculating if he would carry out his threat.

GARUSS (over comm.) All right then, have it your way.

INT. view of Alpha transport.

GARUSS Escort pilots, attack Black Wing and destroy.

BANE (over comm.) But my lord, we'll never surv....

GARUSS Do it! They are jeopardizing our mission! They have gone renegade from Command Control.

BANE (over comm.) Yes my lord.

EXT. view of Alpha transport and escorts. Escorts break off and turn around to face Black Wing.

INT. view of Bishop's cockpit.

BISHOP I don't believe it! Captain, what do we do?

INT. view of Stealth's cockpit.

STEALTH Engage....enemy.

EXT. view of Black Wing and Orange wing escorts in battle. One by one the four escorts are destroyed.

INT. view of Stealth's cockpit.

STEALTH Command Center, this is Black Wing. Have terminated escorts of Alpha transport.

INT. view of Command Control as Taric, Rogue, Akyras and Comdr. Lightowner look at each other. Taric speaks into comm.

TARIC WHAT?

INT. view of Stealth's cockpit.

STEALTH Sir, Lord Garuss turned them against us.

INT. view of Command Center. Taric looks at Comdr. Lightowner.

TARIC Understood. Any hope of getting him back?

STEALTH (over comm.) Doubtful.

TARIC Then... your orders are to....destroy Alpha transport.

Everyone at Command Control goes silent as they look at Taric.

STEALTH (over comm.) ...Yes sir.

Taric looks at Comdr. Lightowner and slowly walks over to window and stares out it.

INT. view of Bishop's cockpit.

BISHOP Captain, we're approaching Outpost.

INT. view of Stealth's cockpit.

STEALTH Black Wing, Command Control orders are to target Alpha transport and destroy. Go to attack position A5 on my mark.

Stealth looks down at radar.

STEALTH Execute!

EXT. view of ships changing pattern.

INT. view of Alpha transport. Neros looks at radar.

NEROS Sir, they're gaining on us.

GARUSS Not for long. Send the signal.

Neros holds up transmitter and sends signal.

INT. view of Bishop's cockpit.

BISHOP Approaching Outpost.

INT. view of Stealth's cockpit. She looks down at her radar.

STEALTH We're almost in range. Start attack run....now!

EXT. view of ships starting to FIRE on Alpha transport.

INT. view of Stealth's cockpit.

BISHOP (over comm.) Captain, to your left, look!

Stealth looks out window and sees a mass of Chaloquin fighters heading towards Black Wing.

STEALTH Black Wing pull up and retreat! Command Control, we've been ambushed!

INT. view of Command Control.

COMM OFFICER That's impossible! There's' nothing on the radar.

STEALTH (over comm.) I repeat we've been ambushed! There's at least seventy Chaloquin fighters out here and closing on us.

AKYRAS Get them out of there!

TARIC Black Wing retreat, now!

EXT. view of ships everywhere FIRING on each other.

INT. view of Stealth's cockpit.

STEALTH It's too late! We're going to have to fight!

INT. view of Command Control. Radar which only shows Black Wing ships as they start blinking out.

AKYRAS They won't survive.

TARIC I know.

AKYRAS The only thing you could do is to send up Capt. Conner's Black Wing and both Brown Wings.

TARIC I fear they wouldn't get there in time.

INT. view of Stealth's cockpit.

STEALTH Razor, Deltex, team up with Siren and Speed. Let's try to cut a path through the Chaloquins to Outpost. It's our only chance.

INT. view of Razor's cockpit.

RAZOR Yes sir.

EXT. view of Razor and Deltex on their way to Speed and Siren BLOWING UP enemy fighters as they go.

INT. view of Stealth's cockpit.

STEALTH Bishop, Ajax, form on my wings now.

INT. view of Bishop's cockpit.

BISHOP Yes sir.

INT. view of Ajax's cockpit.

AJAX Copy that.

EXT. view of battles going on while Black Wing is trying to form up.

INT. view of Stealth's cockpit.

STEALTH Shadow, Hatchet! They're lining up behind you!

INT. view of Shadow's cockpit.

SHADOW We can't shake them! Ahh!

EXT. view of her ship disintegrating. Chaloquins FIRE on Hatchet's ship--it EXPLODES.

INT. view of Zair's cockpit.

ZAIR Captain, we can't get to you--we're surrounded.

EXT. view of Zair's ship EXPLODING. The Chaloquins bear down on Allana's ship.

INT. view of Stealth's cockpit.

STEALTH Fargo, help Allana, quick!

FARGO (over comm) I'll try.

EXT. view of Fargo's ship racing to help Allana. He SHOOTS some of the Chaloquins and looks almost to be successful when a group of ten Chaloquin fighters come from behind. They FIRE and both Fargo and Allana's ships EXPLODE.

INT. view of Ajax's cockpit.

AJAX Allana, no!!!

INT. view of Stealth's cockpit.

STEALTH Everyone, split up. We aren't going to make it but at least we can take some of them with us.

EXT. view of Black Wing ships get some of the Chaloquins but one by one Black Wing is destroyed until only Stealth, Bishop and Ajax left to fight against 30 enemy.

INT. view of command control. Everyone is watching on the radar and can see three ships left.

AKYRAS Who is left?

LIEUTENANT 1 It's hard to tell. Either their comm systems are down or they've shut them off.

Admiral Taric grabs the comm.

TARIC Black Wing are you there?

No reply.

TARIC Command Control to Black Wing, are you still there?

Still no reply.

ROGUE Sir, let me take all wings up there now.

TARIC No, it's too late.

ROGUE But sir she might still be alive and needing help....

TARIC I won't waste our last chance at freedom!

Rogue is crestfallen. Akyras goes to him and puts a hand on his shoulder.

AKYRAS Believe me when I say I know how you feel, but as good a pilot as she was, there's no way 13 ships could withstand seventy.

TARIC Come. It's time to put our plan into action.

Taric, Comdr. Lightowner and Akyras leave. Rogue slowly follows.

EXT. view of 3 remaining Black Wing pilots dodging enemy FIRE and racing for Outpost.

INT. view of Stealth's cockpit.

STEALTH Bishop, to your right, watch it!

BISHOP (over comm.) Got it Stealth, thanks!

STEALTH Bishop, Ajax, you're almost to Outpost. I'll try to keep them distracted long enough for you to make it.

INT. view of Bishop's cockpit.

BISHOP Captain, what are you doing?

STEALTH (over comm.) I'm too far away from Outpost. I'm not going to make it this time.

BISHOP Sharr, you can't......

INT. view of Stealth's cockpit.

STEALTH Bishop, you have your orders.

INT. view of Bishop's cockpit.

BISHOP It has been a pleasure serving with you Captain. You will never be forgotten.

STEALTH (over comm.) Over and out.

Bishop gets tears in his eyes.

EXT. view of Bishop and Ajax's ships flying under protective FIRE cover of Outpost as they head back to Command Control.

EXT. view of Stealth's ship dodging enemy FIRE. One Chaloquin fighter BLOWS out her turbo engine.

INT. view of Stealth's cockpit. She looks down as her missile-lock Button glows.

STEALTH That's it, I'm dead.

She relaxes as she accepts her fate. After a moment she realizes they haven't fired yet. She looks out and notices Chaloquin fighters all around her ship.

STEALTH Why haven't they finished me?

She tries an evasive maneuver and a Chaloquin fighter FIRES a shot next to her. She resumes back on course which is towards the mammoth.

STEALTH So, they want a hostage, do they? But why?

EXT. view of her ship surrounded by Chaloquin fighters on their way to mammoth.

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