THE SIX MILLION DOLLAR MAN

                              by

                          Kevin Smith




























                                            FIRST DRAFT

                                            September 1, 1996







FADE IN:

EXT.  O.S.I. BIONICS DIVISION, WASHINGTON D.C. - NIGHT

An establishing shot of a polished and sterile looking
building.  A subtitle lets us know where we are.

The grounds are patrolled by SOLDIERS -- six of them to be
exact; fully armed, fully trained.  They walk the borders and
watch the shadows.

One of the Soldiers reaches into his top pocket and extracts
a cigarette.  He pops it into his mouth and reaches for a
light.  As he flicks the lighter, a flash of steel swipes in
front of him, lightly sprinkling his face with blood.  His
eyes go wide, and he slowly looks toward the ground.

There, on the cement pathway, his hand rests, lighter still
ignited in it's severed grip.

The now pale Soldier slowly looks up.  As his eyes meet with
something offscreen, he buckles forward as if gutted.

INT.  O.S.I. BIONICS DIVISION BUILDING - NIGHT

A NIGHTWATCHMAN sits at the front desk.  He twists furiously
at the lid of a jar of mayonnaise.  Before him sits an open
turkey sandwich -- awaiting said condiment.  Frustration
shows on his face.  His eyes clamp shut to facilitate a
harder twist...

... and miss the SECURITY MONITOR, which details flashes of
black darting across the front of the building's exterior.
The fallen Soldiers are dragged offscreen.

The Nightwatchman gives up and slams the jar on the counter
of his desk.  He checks the security monitor briefly, sees
nothing, and turns his attention back to his sandwich.  He
closes it, and looks around for something.  Behind him, he
spots a butter knife.  As he turns to retrieve it, a flash of
silver comes down behind him, slicing his sandwich in half,
making not the slightest sound as it does so.  The
Nightwatchman turns back to his dinner, preparing to cut his
sandwich in half with his butter knife.  When he notices the
sandwich already cut in half, he freezes, blinking twice.  He
slowly looks up.  His eyes go wide.

Before him, stand six NINJA -- swords drawn, shuriken in
hand.  They seem very out of place in the lobby...

... but not as out of place as the Nightwatchman looks --
facing down well-armed would-be assassins with a butter
knife.  He continues to stare.

The Ninja part as if on cue, allowing for a large, CLOAKED
FIGURE to pass between their number.  Half his face is
shrouded.  The one eye we can see stares down the
Nightwatchman.  The Cloaked Figure stops at the counter and
eyes the Nightwatchman.

The Nightwatchman begins to sweat.

The Cloaked Figure turns his attention to the sandwich on the
counter.  He picks up half and takes a bite, chewing.  He
pauses, and replaces it on the plate.  He then slowly reaches
for the jar of mayonnaise and twists off the lid with the
ease with which one would fart.  He points to the butter
knife in the Nightwatchman's hand.

The Nightwatchman looks down at it, comprehends, and then
hands it to the Cloaked Figure.

The Cloaked Figure dips the knife into the jar, gets a knife
full, and spreads the mayonnaise on the sandwich half he's
eating.  He takes another bite and nods at the Nightwatchman
-- "Better."

The Cloaked Figure puts the sandwich down, wipes his hands,
then reaches forward and snaps the Nightwatchman's neck with
the ease he displayed in opening the jar of mayo.  Clearly,
this is a strong man.

As the Nightwatchman crumples to the floor, the Ninja
wordlessly rush out of frame.  The Cloaked Figure places the
lid back on the jar of mayonnaise.

INT.  BIONICS LAB - NIGHT

A crew of SCIENTISTS put the finishing touches on a
microchip.

One touches a wire to the chip's edge.

On the other side of a glass wall, a ROBOTIC ARM flexes open
-- in the fashion of a human arm.  Touching another wire to
the chip, the 'Hand' on the arm closes tightly, then opens.

The CODE PANEL on the door blinks to life.  A number sequence
begins to flash.

The Scientists look to the door, then to one another.  They
share "We're all here" and "Who could it be at this time of
night" confused glances.

Suddenly the door whooshes open, allowing a view of a smoke
filled outer hallway.

The Scientists stare, confused.

Then black flashes speed into the room.  Blades rise and
fall, shuriken fly.

One by one, the Scientists drop -- bloodied, dazed and
unaware of what hit them.

The Cloaked Figure enters the fray, stepping over bodies.  He
approaches a computer bank and begins typing on a keyboard.

ON THE SCREEN -- the graphic reads CYBERNETIC SYSTEMS FILE --
O.S.I. ONLY.  ENTER ACCESS CODE.

The Cloaked Figure reaches into a pocket and withdraws a
cable.  He inserts one end into the hard drive of the
computer.  He pulls off his hood, giving us a view of one
side of his face and head.  The other end of the cable he
apparently plugs into his unseen ear.  He types anew on the
keyboard.

ON THE SCREEN -- an access code bypasses the security, and
encrypted codes fill the screen.

The Cloaked Figure presses enter.

ON THE SCREEN -- the graphic reads DOWNLOADING.  PLEASE WAIT.

The Cloaked Figure's fingers tap the console patiently.  He
freezes.

One of the Ninja examines the Robotic Arm and the
corresponding chip.

The Ninja looks up sharply.

The Cloaked Figure slowly turns, giving us a full view of his
face.  Half of the skin on the previously unseen side is worn
away, revealing tarnished metal beneath it.  The cord is
inserted in a vacant eye socket.  This is our first full view
of KLATCH.

                    KLATCH
              (in Japanese; subtitled)
          Don't touch the machines.

The Ninja backs away with a slight bow.  Klatch turns his
attention back to the screen.

ON THE SCREEN -- the graphic reads DOWNLOADING COMPLETE.

Klatch unplugs the cord from his eye and crosses to the
Robotic Arm.  He takes the microchip from the workbase and
sticks it in a small plastic bag.  Smashing his hand through
the glass, he grabs the Robotic Arm, crushing it in his
gloved grasp.  He shakes his hands free of glass and metal
shards, and strides out of the lab, closely followed by the
Ninja.

Credits.

EXT.  TAFT EXPERIMENTAL AIRFIELD - DAY

A ground crew prepares the DAEDELUS FIVE -- a sleek, black,
futuristic stealth bomber.  It looks mighty pricey.

GENERAL McCLINTOCK (fifties, on the heavy side, old soldier
feel) barks into a cellular phone.  He is closely shadowed by
his aide.

                    MCCLINTOCK
          I want to speak to Goldman, and I
          want to speak to him now... I don't
          care... Tell him it's goddamn job
          security calling!...
              (to Aide)
          Still no sign of him?

                    AIDE
          Main gate says he hasn't come
          through yet, sir.

                    MCCLINTOCK
          Test pilot -- they go civilian, and
          it's all talk shows and golf!  Well
          this is the last time I wait for...
              (into phone)
          What?... Well you track his ass
          down, missy!  If I don't hear Oscar
          Goldman on his phone by the count
          of three...

                    OSCAR (O.S.)
          You'll have him thrown in the brig.

                    MCCLINTOCK
          ... I'll have him thrown...

McClintock looks up sharply.

OSCAR GOLDMAN (also fifties, trim, kind-faced) smiles at
McClintock.

McClintock frowns back at him, thrusting the cellular at his
Aide.  He holds his watch up at Oscar's face.

                    MCCLINTOCK
          You see that, Oscar?  See how the
          big hand has now passed the twelve
          and is well on it's way to the
          three?  That means that this craft
          should have been airborne fifteen
          friggin' minutes ago!

                    OSCAR
          I see that ROTC education paid off,
          Hal.  Silly me -- I let my parents
          teach me how to tell time.

                    MCCLINTOCK
          Where is that little shit, Oscar?

                    OSCAR
          Little.  He's bigger than you.

                    MCCLINTOCK
          The only thing big about Colonel
          Austin is his big aversion to being
          one time.  If he's not here in ten
          minutes, you're going up in his
          place.  The Airforce didn't spend
          two billion on this piece of wow to
          have it decorate the airstrip, for
          Christ's sake!

                    OSCAR
          Two billion's a kind estimate.

                    MCCLINTOCK
          I am not screwing around here,
          Goldman.  Does your boy have a case
          of the chicken shits or something?
          I swear to God, if he doesn't show,
          I'll have his ass drummed out of
          this program so fast...

                    OSCAR
          Hal -- let's not kid ourselves.
          Yes, he's late.  Yes, he's always
          late.  But I'll tolerate lateness
          because he's the best.  He's a
          regular Chuck Yaeger, and it's a
          privilege to watch him work.  Is he
          irresponsible?  Of course.  But
          insinuating that he might be even
          the slightest bit nervous about
          what for him is probably the most
          routine of test-runs -- even in
          this souped-up 727 -- well, that's
          just childish.

                    MCCLINTOCK
          Good, he is.  A god, he's not.
          People get scared, Goldman -- even
          overpraised test pilots...
          particularly on their final runs.

                    OSCAR
              (beat)
          Who flew twelve test runs in the
          stealth, even when we were sure the
          retro-thrusters weren't up to
          snuff?  Who landed the H-Class on
          fumes when the fuel-to-weight ratio
          was miscalculated by your people?
          Who when told to eject from an on
          fire F-16 -- still brought her in
          safely and quick enough to
          extinguish the blaze before it even
          came close to irreparable damage?
          Steve Austin may not be the most
          punctual person I've ever worked
          with, but I'd say he's -- hands
          down -- the bravest man alive, bar
          none.

EXT.  BATHROOM - JAMIE'S APARTMENT - DAY

JAMIE SUMMER (thirties, gorgeous in a bookish sort of
fashion) bangs on the bathroom door.

                    JAMIE
          Jesus, Steve -- you're the biggest
          coward I've ever met.  Must you
          lock the door every time you go?
          It's not like I haven't seen it
          before.

                    STEVE (O.S.)
          You don't need to be in on what
          goes down in here.

A toilet flush is heard.

                    JAMIE
          And don't forget to wash your
          hands.

The door opens.  There stands STEVE AUSTIN (thirties, well
built, charming as hell).  He reaches for Jamie's face.

                    STEVE
          Let me caress your lips.

                    JAMIE
              (ducking past him,
               entering the bathroom)
          Get off me, you pig.  All I needed
          was the brush, but oh no...
              (in baby voice)
          ... the big, bad test piwot had to
          be awone when he tinkled.

                    STEVE
          What can I say?  I'm shy.

INT.  BEDROOM - DAY

Steve climbs into a flight suit.  Jamie brushes her hair in
the mirror.

                    JAMIE
          You're also late.  Which means
          you're also holding me up.

                    STEVE
              (grabs her from behind)
          Why don't you skip class today and
          watch me fly.

                    JAMIE
          Why don't you skip flying today and
          watch me teach.  It's safer.

                    STEVE
          Face down a class load of fifth
          graders?  I'll take my chances with
          the unproven aircraft.

                    JAMIE
          You better get used to the idea of
          kids, Colonel.  If you think I'm
          marrying you for the way you
          monopolize the bathroom, you're
          sadly mistaken.

                    STEVE
          No, I think you're marrying me
          because my father is giving your
          father two fat cows and three
          pelts.

                    JAMIE
          You're such a moron.

He takes her in his arms.

                    STEVE
          Tell the moron that you love him.

                    JAMIE
          God help me...

                    STEVE
          Tell him.

                    JAMIE
              (stares at him lovingly,
               smiles)
          I love the moron.

                    STEVE
          The moron loves you.

They kiss -- deeply, familiar.  These two have spent some
time together.

                    STEVE
          Give me a lift?

                    JAMIE
          Why don't they have you test cars
          instead of fancy experimental jets?
          That way you can drive your own ass
          to work all the time.

                    STEVE
          And miss the last minute fondling
          before I face death?  Never.

                    JAMIE
          You had enough fondling this
          morning.  Which is why you're
          now...
              (looks at clock)
          ... twenty minutes late.  God, I
          hope they fire you.

                    STEVE
          Old pilots never get fired -- they
          just fly away.

                    JAMIE
          And beg for free rides.  Come on.

EXT.  TAFT AIRFIELD - DAY

Jamie's car pulls onto the airfield, about a hundred feet
from the craft.

INT.  JAMIE'S CAR - DAY

Jamie stares at the plane.

                    JAMIE
          So that's the other woman?

                    STEVE
          Beautiful, isn't it?  Although it's
          a woman I could never afford to
          keep it around.  You, on the other
          hand, are cheap.

                    JAMIE
              (takes his hand)
          I want you to promise me one thing.
              (beat)
          You come back alive.

                    STEVE
          Jesus, Jamie...

                    JAMIE
          Promise.

                    STEVE
              (sighs)
          Okay.  If I have to.  But next time
          I get to come back dead.  It's only
          fair.

                    JAMIE
          Like there'll be a next time.

                    STEVE
          Do you know how much shit Oscar
          gave me about that?  He said you
          were such a good influence.

                    JAMIE
          Oscar's a smart man.  I should
          marry him.

                    STEVE
          Oscar would never quit his job for
          you.

                    JAMIE
              (touches his face)
          Don't think I don't appreciate it.

                    STEVE
              (kisses her forehead)
          You owe me so much sex for this.

                    JAMIE
          A lifetime's worth.
              (smiles)
          You're dismissed, Colonel Austin.

                    STEVE
          I'll see you tonight.

EXT.  AIRFIELD - DAY

Steve steps out of Jamie's car.  He watches her go as she
speeds away.  Oscar joins him.

                    OSCAR
          She's not even going to watch the
          last flight?

                    STEVE
          That -- my friend -- is one
          stubborn woman.
              (shakes his head)
          So, did I miss the plane?

They head toward the hanger.

                    OSCAR
          You're forty five minutes late.

                    STEVE
          Really?  I thought I was early.

                    OSCAR
          Like that excuse worked the first
          three times.  Matters little to me,
          believe me.  Just don't ask to
          borrow any money from McClintock
          right now.

                    STEVE
          I'm glad you're here, Oscar.  Gives
          this whole career a sense of
          closure.

                    OSCAR
          Unfortunately, I can't stay.

                    STEVE
          What?  Why not?

                    OSCAR
          Do you think the government pays me
          to watch you play 'Top Gun'?  I
          have a real job you know.

                    STEVE
          Which is?

                    OSCAR
          Well I...
              (sarcastically)
          Oh my God, you almost tricked it
          out of me.  Thank heavens I'm
          smart.

                    STEVE
          It would be nice if one day I knew
          what branch you worked for, at
          least.

                    OSCAR
          I'll tell you, if you really want
          to know... but then you'll have to
          be killed.  For your own safety,
          you understand.

                    STEVE
          I didn't think they let G-men have
          sense of humor.

                    OSCAR
          You think that's funny, wait'll you
          hear my Hoover jokes.

McClintock storms up to them, closely followed by his Aide.

                    MCCLINTOCK
          Austin, this is the last time...

                    STEVE
              (shaking his hand)
          It is, sir.  And that's what makes
          your being here so touching.  I'm
          moved, sir.  Deeply moved.

Steve enters the locker room.  McClintock stares after him,
then at Oscar.

                    OSCAR
              (staring at his forehead)
          Hal, you've got this vein popping
          out... right there.

The Cellular phone rings.  The Aide answers it.

                    AIDE
          Go for General McClintock.

The Aide listens, then extends the phone to Oscar.

                    AIDE
          It's for you, Mister Goldman.

Oscar takes the phone.

                    OSCAR
          Goldman... Yes... What...?
              (his face goes pale)
          Uh... This... this is not a secured
          line.  I'm on my way.  You can
          debrief me there... Goldman out.

Oscar looks shocked.  He absently hands the phone back to the
Aide.

                    OSCAR
          Extend my best wishes to Colonel
          Austin, and inform him I will speak
          to him after his run.

Oscar grabs his briefcase from the hanger and rushes to a
waiting car.

                    MCCLINTOCK
              (with disgust)
          Civies.

                    AIDE
          Yes, sir.

Oscar's car races away.

                    MCCLINTOCK
          Let's get this show on the road,
          shall we?

INT.  LOCKER ROOM - DAY

Steve leans over an examination table, bone-still.  He
obscures a figure behind him.

                    VOICE (O.S.)
          Cough.

Steve coughs and squints.  He shakes his head.

                    STEVE
          It's customary to at least buy a
          fella dinner first.

DOCTOR RUDY WELLS (late fifties, somewhat burly for a Doctor,
mustached) rises and pulls off rubber gloves.  They're old
friends.

                    RUDY
          I find nothing wrong with you that
          a good, swift kick in the ass
          wouldn't cure.

                    STEVE
              (pulling up his shorts)
          Honestly, Rudy -- I'd rather a kick
          than a probe any day.  You're not a
          gentle man.

                    RUDY
              (chuckles)
          How often am I going to see you --
          now that you're leaving the good
          life behind?

                    STEVE
          What that fat retirement health
          plan the government's providing --
          try one every twenty years.

                    RUDY
          I'll miss you, Steve.  It's always
          been a pleasure being your
          physician.

                    STEVE
              (tugs at the back of his
               shorts)
          I'd say the pleasure's been all
          mine.

Rudy chuckles as Steve heads off.

                    RUDY
          Tear a new one in the sky, Austin.

EXT.  AIRFIELD - LATER

In slo-mo, Steve emerges from the hanger, dressed in full
flight regalia: his sealed G-suit, an oxygen mask hanging
from his face, connected to a breathing unit which an
assistant carries.

Steve approaches the craft and ascends the ladder, climbing
into the cockpit.

The cockpit windshield slides closed.  Techies lock it shut
from the outside.

INT.  COCKPIT - DAY

Steve locks his breathing unit in and adjusts some switches
on the control panel.  He extracts a photo of Jamie and
wedges it between two dials.

EXT.  AIRFIELD - DAY

McClintock debriefs a small gaggle of military officers of
various branches.

                    MCCLINTOCK
          Now I know you've all been
          debriefed, but to sum up today's
          exercise -- we're going to
          demonstrate the validity of the
          Daedelus Five for combat runs.  The
          Daedelus is our newest stealth
          bomber which will operate along the
          same principal as the SR-2 at Beale
          or the U2.  Colonel Austin will be
          taking her up to eighty thousand
          feet, at speeds of MACH 8.  Once
          reached, Colonel Austin will shut
          down and glide for approximately
          six minutes, at which time he'll
          re-engage and bring her back for a
          fairly smooth landing.
              (beat)
          We hope.

The officers laugh.  GENERAL 1 seems dubious.

                    GENERAL 1
          MACH 8 at eight thousand?  I fail
          to see how that can be effective in
          combat.

                    MCCLINTOCK
          The Daedelus is intended for long
          range, covert use.  It can enter
          enemy airspace quickly, quietly,
          and without detection.  Once it's
          shut down, it's virtually cloaked.
          By the time it ever did show up on
          radar, it'll have dumped whatever
          payload it's carrying, and be gone.

                    GENERAL 2
          A phantom offensive?

                    MCCLINTOCK
          Exactly.  And the reinforced
          undercarriage allows for it to land
          not only on airstrips, but on
          carriers as well.

                    GENERAL 1
          But short of combat, what use will
          it have?

                    MCCLINTOCK
          Surveillance, tracking.  Honestly,
          gentlemen -- the chances are, we'll
          never have to use it.  But in the
          eventuality, I know I'm probably
          not alone when I say I'd sleep
          better at night knowing this
          thing's sitting in one of our
          hangers.

INT.  COCKPIT - DAY

Steve flicks a switch.

                    STEVE
          Mission control, this is Daedelus,
          do you copy?

                    CONTROL (V.O.)
          We're getting you just fine,
          Daedelus.

INT.  MISSION CONTROL - DAY

A crew of eight techies line monitors and computer banks.
The Mission Control Captain, BARNES (forties, clean, buzz
cut) speaks into a microphone attached to his console.

                    BARNES
          How you feeling, Steve?  How's your
          airflow?

A MONITOR shows a graphic of Steve's body.  Arrows delineate
the passage of airflow.

                    STEVE (V.O.)
          Nothing beats having oxygen forced
          into your lungs.

Barnes smiles.

                    BARNES
          Ready for one last stab at glory,
          Colonel Austin?

                    STEVE (V.O.)
          It's funny, Barnes -- that's what
          your wife always says when I stop
          by to see her on those cold, lonely
          nights you're down here playing
          glorified air traffic controller.

INT.  COCKPIT - DAY

Steve makes come last minute adjustments.

                    BARNES (V.O.)
          As long as you make the bed before
          you go, you have my blessing.  Just
          let me borrow your little whip
          cracker from time to time.  Maybe
          she can talk me into retiring early
          as well.

                    STEVE
          She could talk you into manning the
          mic at the B.K. drive-thru.  Are we
          ready to kick start this jalopy?

                    BARNES (V.O.)
          You have clearance, Clarence.  Say
          hi to the angels for me.

EXT.  AIRFIELD - DAY

The ground crew gives Steve the thumbs up and darts for the
hanger.

The thrusters heat up.

The Daedelus begins to move.

The assemblage of military hold onto their hats against the
strong winds created by the accelerating craft.

INT.  COCKPIT - DAY

Steve pulls down on the thruster.

EXT.  AIRFIELD - DAY

The Daedelus begins it's taxi up the runway.  It travels for
a few hundred feet, picking up speed.

INT.  COCKPIT - DAY

Steve settles back, flicks a switch, and pulls back hard on
the throttle.

                    STEVE
          Grab your socks and hose, and pull.

EXT.  AIRFIELD - DAY

The Daedelus jets forward, fires down the runway and lifts
off, shooting into the sky.

The assembled crowd watches in awe.  Some clap.

INT.  COCKPIT - DAY

Steve pulls back further on the throttle.

EXT.  SKY - DAY

The Daedelus takes another jump in speed.  A sonic boom
sounds.

INT.  MISSION CONTROL - DAY

Barnes monitors the computer banks.

                    BARNES
          Daedelus at MACH 1 and climbing.
          Steve, you can flap your wings
          anytime now.

INT.  COCKPIT - DAY

Steve flicks a switch.

                    STEVE
          Roger that.

EXT.  SKY - DAY

The sheer wings extend fully out to the sides.

The craft rockets through a cloud bank.

INT.  O.S.I. BIONICS LAB - DAY

M.P.'s and Military Coroners zip closed and carry out body
bags containing the butchered Scientists.

Oscar surveys the mess, accompanied by HAUSER (forties, trim,
all business).

                    OSCAR
          What time, approximately?

                    HAUSER
          Meds figure around two.

                    OSCAR
          What were they still doing here at
          that time?

                    HAUSER
          Project log indicates they were
          working on the sub-fusion chip.
          Security cameras went down minutes
          before the forced entry.

                    OSCAR
          I take it it's the same as the two
          we had at Langley and NORAD?

                    HAUSER
          No guns, all swords, apparently.
          The Nightwatchman...

                    OSCAR
          Had his neck crushed.  Family man?

                    HAUSER
          Divorced.

                    OSCAR
          Thank god for small favors.  What
          was taken?

                    HAUSER
          All the Cybernetic Systems files,
          as well as the sub-fusion chip they
          were working on.  The prototype arm
          was destroyed.

                    OSCAR
          He's nothing, if not thorough.
          Media?

                    HAUSER
          Not a word, not a sound.  Complete
          lock-up.

                    OSCAR
              (exiting lab)
          How about the Old Man?

INT.  FOYER O.S.I. BIONICS DIVISION BUILDING - DAY

Various M.P.'s clean up.  The area is taped off.

                    HAUSER
          Already been -- earlier.  She wants
          us back at the con in twenty for a
          tactical.  I think she's going to
          suggest an immediate start.

                    OSCAR
          Then I hope she's volunteering.
          Because out of all the possible
          candidates they sent us, only one
          came even close.  And he didn't
          have a shred of combat experience.

                    HAUSER
          What are you going to suggest?

                    OSCAR
          Same as always -- beefed-up
          security at all our labs, counter
          espionage measures, manhunt, blah,
          blah, blah...

                    HAUSER
          I mean about Project: Six Million?

                    OSCAR
              (beat)
          What can I suggest?  Wait for a
          suitable, human guinea pig.

EXT.  SKY - DAY

The Daedelus rockets through the stratosphere.

INT.  MISSION CONTROL - DAY

Barnes checks over one of the techie's shoulders.  He speaks
into his headset mic.

                    BARNES
          Colonel Austin is at MACH seven.

EXT.  AIRFIELD - DAY

McClintock's Aide presses his headpiece to his ear and nods.
He turns to McClintock.

                    AIDE
          Colonel Austin is at MACH seven,
          sir.

                    MCCLINTOCK
              (to the assembled party)
          Colonel Austin should be at MACH
          eight in approximately thirty
          seconds.  At which time, he'll shut
          down, re-engage, and glide her in.

INT.  COCKPIT - DAY

Steve pulls back on the stick.

EXT.  SKY - DAY

The Daedelus climbs ever higher.

INT.  COCKPIT - DAY

The digital ALTITUDE GAUGE reads seventy nine thousand feet,
and climbing.

Steve moves his attention from the gauge to his control
panel.  The sheer pressure of the G-force shows on his face.
He makes an adjustment, passing over Jamie's picture.  He
pulls back on the throttle one last time.

EXT.  SKY - DAY

The Daedelus shoots flames out of it's ass and rockets
forward.

INT.  MISSION CONTROL - DAY

Barnes claps his hands together, happily.

                    BARNES
          Goddamn!  He's at MACH eight!

His crew lets out a cheer.

EXT.  AIRFIELD - DAY

McClintock's Aide relays the information.

                    AIDE
          Colonel Austin's at MACH eight,
          sir.

                    GENERAL 2
          That has to be some kind of record?

                    MCCLINTOCK
          His fifth, I believe.  Colonel
          Austin is nothing if not an over
          achiever.

INT.  COCKPIT - DAY

Steve flicks a switch while speaking.

                    STEVE
          Control, I'm shutting down now.
          All power switching to back-ups.
          Stand by.

EXT.  SKY - DAY

The tail exhaust kicks off.

The Daedelus glides through the sky, eight thousand feet
above sea level.

INT.  COCKPIT - DAY

Steve relaxes.

                    STEVE
          Barnes, how impressed will your
          wife be?

INT.  MISSION CONTROL - DAY

Barnes lights a cigarette and chuckles.

                    BARNES
          I'll tell you, I'm going to be here
          late tonight, so...

Suddenly, an alarm goes off.  Barnes' attention snaps to his
console.

ON THE MONITOR -- a graphic of the outline of the Daedelus
comes up, with a red light over the tail-pipe.

Barnes studies it, taken aback.

                    STEVE (V.O.)
          Come back, Control -- I missed that
          last part.

Barnes' face drops.  He smashes his cigarette out.

                    BARNES
              (urgently)
          Steve, do not re-engage.  Repeat,
          do not re-engage.

INT.  COCKPIT - DAY

Steve catches the fear in Barnes' voice.

                    STEVE
          I won't be re-engaging for another
          four minutes...

INT.  MISSION CONTROL - DAY

Pan down a row of Techies, scrambling about frantically,
checking data.  Stop on Barnes, breaking a sweat.

                    BARNES
          Negative, Colonel.  You have a
          massive fuel leak in your exhaust.

ON THE MONITOR -- the red that was limited to the tail end of
the craft has now spread to the undercarriage.

                    BARNES (O.S.)
          It's spreading... shit!

Barnes leans heavily into the mic on his console.

                    BARNES
          Steve, shut down your back-ups --
          now!

INT.  COCKPIT - DAY

Steve checks his instrument panel.

                    STEVE
          Control, I'm showing nothing up
          here.  Are you positive.

INT.  MISSION CONTROL - DAY

Barnes slams the console.

                    BARNES
          Colonel Austin, shut down your back
          up's now!  That's an order!

EXT.  AIRFIELD - DAY

McClintock's Aide receives word over his headset.  He
whispers it to McClintock.  McClintock's face drops.

                    MCCLINTOCK
          Oh my God.

He looks up.

EXT.  SKY - DAY

The tail of the Daedelus catches fire.  It spreads quickly.

INT.  COCKPIT - DAY

Steve struggles to look back, but the cabin allows for
limited movement.

                    STEVE
          Control, I've got flames here!

The altitude gauge is dropping dramatically.

Steve struggles with the stick.

                    STEVE
          And I'm losing altitude...

INT.  MISSION CONTROL - DAY

Barnes and his team are buzzing about frantically.

                    BARNES
          Eject, Colonel Austin!  NOW!

INT.  COCKPIT - DAY

Steve unhooks himself from the cabin and reaches for the
eject lever.  He pulls at it with zero results.

                    STEVE
          Negative, Control.  Ejection is
          jammed.

INT.  MISSION CONTROL - DAY

TECHIE 1 taps furiously at his keyboard.  Barnes is over his
shoulder.

                    TECHIE 1
          The fire's spread to his
          instrumentation already!  It's
          affected his ejection relay...

Barnes shoves the Techie out of the way.

                    BARNES
          MOVE!

He slams at the keyboard, with no results.  He leaps to his
feet.

                    BARNES
          Shit!

He frantically presses his head-set mic to his ear.

                    BARNES
          Steve...

EXT.  SKY - DAY

The Daedelus plummets in a nose-dive.

INT.  COCKPIT - DAY

The instrument panel ignites in flames.

Steve wrestles with the stick.

                    BARNES (V.O.)
          ... You've got to pilot her in!
          Try to even up!

                    STEVE
          I'm trying!

EXT.  AIRFIELD - DAY

The assembled officers watch the skies.  The Aide points
north.

                    AIDE
          THERE!

In the distance, the Daedelus shoots into view.

INT.  COCKPIT - DAY

Steve pulls back hard on the stick.  His muscles strain, his
face is so tight it looks like it'll burst.

EXT.  SKY - DAY

The Daedelus evens up a bit, still in flames.

INT.  MISSION CONTROL - DAY

TECHIE 2 points to his monitor.

                    TECHIE 2
          Sir, he's coming in too fast!  At
          this speed...

                    BARNES
          I know!
              (into mic)
          Steve, pull up!  PULL UP,
          GODDAMIT!!

EXT.  AIRFIELD - DAY

Firetrucks arrive, sirens blaring.  McClintock and the
officers rush into the hanger.

INT.  COCKPIT - DAY

Amidst flames and smoke, Steve pulls back even harder on the
stick.

EXT.  AIRFIELD - DAY

The Daedelus -- now hundreds of feet from the ground -- evens
up enough to land, but is still going too fast.

INT.  MISSION CONTROL - DAY

Barnes barks at his crew.

                    BARNES
          Get a cable going out there!

                    TECHIE 1
          We can't sir.  He's too close.

                    BARNES
              (slams his console)
          Jesus Christ!

                    TECHIE 2
          Twenty seconds to impact.

                    BARNES
              (into mic)
          Come on, Steve -- you can do this.

INT.  COCKPIT - DAY

Steve struggles with the stick.  Through the windshield in
front of him, we can see the ground fast approaching.

                    CONTROL (V.O.)
          Even it out, Steve!  Even it out!

INT.  HANGER - DAY

The hanger-protected officers watch in horror.

INT.  MISSION CONTROL - DAY

Barnes and his crew mirror them, their eyes glued to the
screens at the head of the room which display the fast
landing craft.  The immortal words are spoken.

                    STEVE (V.O.)
          I CAN'T HOLD IT!  SHE'S BREAKING
          UP!  SHE'S BREAKING UP!!!

EXT.  AIRFIELD - DAY

The Daedelus touches down, back-end first, then goes into a
forward roll, exploding and speeding forward.  It crashes
through blockades and other aircraft, devastating everything
in it's path, before sliding to a firey halt (I can't do this
justice -- but I'm sure I.L.M. can).

INT.  HANGER - DAY

The officers shield their eyes.

INT.  MISSION CONTROL - DAY

Barnes and his crew watch in horror.

A tear rolls down Barnes' cheek.

EXT.  AIRFIELD - DAY

The wreckage endures a series of smaller explosions.  In the
distance, fire trucks speed toward it.

An Emergency Crew unloads equipment and what looks like an
aircraft variation of the 'jaws of life'.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

The room is very high-tech, yet very functional.  Screens
built into walls display rapidly changing data from around
the globe.

Around a conference table sit the movers and shakers of
O.S.I. -- Oscar, Hauser, CORE (forties, bullish), LANGSTON
(thirties, company man), DAWSON (late thirties, Collin
Powell-ish).  At the head of the table, a high back chair
faces opposite the others, preventing us from seeing it's
occupant.  The others listen to the distinctly whiskey-yet-
feminine voice intently.

                    VOICE
          Four hits in four months -- all on
          Bionics divisions of O.S.I.; all
          resulting in theft of highly
          classified data; all resulting in
          gruesome casualties; all engineered
          by our own former agent.

The chair spins around, revealing SAGE -- the head of O.S.I.
She's in her fifties -- attractive, while maintaining an
extremely commanding presence.

                    SAGE
          Gentlemen, I see no reason to put
          this off any longer.  I strongly
          suggest we move ahead with phase
          two.

                    OSCAR
          Mrs. Sage, ma'am -- to use these
          attacks as an excuse to move
          forward with unproven technology...
          technology that -- at this point --
          is more theoretical than
          probable...

                    HAUSER
          It's our belief, ma'am, that it may
          result in the same outcome that we
          now find ourselves facing...

                    OSCAR
          Another system failure that turns
          our own weapon against us.

                    SAGE
          What would you suggest, Oscar?
          Whoever's stealing our technology
          is doing so with the intent to put
          it to use.  Would you like to be
          the one who has to explain to the
          President why another country has a
          functional prototype we developed
          before we have one ourselves.

                    DAWSON
          That's not fair, Mrs. Sage --
          we've had a prototype already.

                    SAGE
              (rises and tosses a folder
               at Dawson)
          I'm aware of that, Dawson...

The folder flaps open in front of Dawson, spilling
photographs of the body count from the Bionics Division break
in's across the table.

                    SAGE (O.S.)
          ... he's made me aware of that
          several times now in the last few
          months.

Oscar shakes his head.

                    OSCAR
          Margaret, there are other means of
          shutting down Klatch...

                    SAGE
          And what are they, Oscar?
              (walks around the table)
          The last time we came even close to
          tagging him, Klatch took out three
          crack troops of S.E.A.L.S. before
          the team leader even caught a
          glimpse of him.  That is, before
          his neck was snapped.  Do you know
          what that sounds like, Oscar?  The
          sound of a neck being broken?  Try
          listening to it amidst screams,
          over a walkie-talkie.  I had to.
          And I also had to live with it,
          because I sent that team into the
          jungle to liquidate our renegade
          lab-rat.
              (reaches her chair again
               and sits)
          No, gentlemen.  We're moving ahead
          with Project Six Million as soon as
          possible.  The only way to destroy
          a weapon is by using another
          weapon.

                    CORE
          Will you be overseeing volunteer
          selection, ma'am?

                    SAGE
          I'll leave that to Oscar.

Oscar looks over to her sharply.  Langston looks from Oscar
to Sage.

                    LANGSTON
          Begging your pardon, ma'am, but it
          was Mister Goldman's last selection
          that placed us in the position we
          now find ourselves.
              (to Oscar)
          No offense, Oscar.

                    SAGE
          We don't lay blame at O.S.I.
          Langston.  Oscar's no more
          responsible for what happened with
          Klatch than I am.

                    LANGSTON
          Ma'am -- Klatch was Mister
          Goldman's recommendation.  The
          prototype's restructuring and
          training were completely overseen
          by him and his team as well.  It's
          difficult to not find some fault in
          his project management...

                    SAGE
          Ralph -- if I recall correctly, you
          were the one who approved of the
          atomic relay in Klatch's central
          nervous system.  A relay that
          resulted in contamination.

Sage coldly stares down Langston.  Langston makes and breaks
eye contact with the seated committee, then sheepishly looks
down.

                    SAGE
          Now that we're all playing nice,
          let's adjourn and get to work.
          Thank you, gentlemen.

The assembled group rises as a wall door slides open with a
hiss.  They exit, exchanging thoughts on the meeting.  Oscar
has a brief word with Hauser, who nods and exits, leaving
Oscar and Sage alone in the conference room.  Sage packs up
files.  Oscar saunters to the seat across from her.

                    OSCAR
          You were pretty harsh on Langston.

                    SAGE
          He was pretty harsh on you.

                    OSCAR
          He was only making an honest
          observation.

                    SAGE
          As was I.
              (packs her briefcase)
          Nobody likes a martyr, Oscar.
          Except the Catholics.

                    OSCAR
              (beat)
          Thank you.  For defending me.

                    SAGE
          Nonsense.  I'd have done the same
          to you, had you gone after
          Langston.

They exchange a quick glance.  She smiles.

                    SAGE
          Maybe not quite as harsh, though.

                    OSCAR
              (beat)
          In regards to candidate selection --
          I have to tell you that we don't
          have a volunteer who'd even come
          close to specs.  Prolonged use in
          the field would result in another
          breakdown -- physiological or
          psychological.

                    SAGE
          Not this time.  Limited usage is
          our objective.  Shut-downs and fail
          safes will be built in.  Once we
          clean up the Klatch mess, we can
          mothball our new model until
          further necessity.

                    OSCAR
          Margaret -- we're talking about a
          man, here.

                    SAGE
          That's where you and I have always
          differed, Oscar.  I'm talking about
          a machine.  And when not in use,
          machine's get turned off.  It saves
          on the wear and tear.

Hauser re-enters, urgently.  He rushes to Oscar's side.

                    HAUSER
              (grimly)
          There's been an accident... at the
          airfield.

Oscar's eyes go wide.

                    OSCAR
              (frightened)
          Steve!

EXT.  AIRFIELD - DAY

The 'jaws-of-life' machine uses a high-powered laser to cut
into smoldering wreckage.  Rudy and his team of medics and
emergency units surround it, waiting.

Oscar's car screeches to a halt a few yards from the action.
He and Hauser jump out and race toward the broken craft.
McClintock intercepts them, and holds Oscar back.

                    OSCAR
          Get your hands off me!

                    MCCLINTOCK
          Save it, Goldman!  All we can do it
          wait!

Oscar watches wide-eyed and helpless, as the emergency units
work feverishly at cutting the roof off the ship.

                    HAUSER
              (to McClintock)
          How long has it been on the ground?

                    MCCLINTOCK
          Twenty minutes.  The hull's twisted
          so tight, they're having a hard
          time breaking through.

                    HAUSER
          Have the scanners picked up any
          vital signs?

                    MCCLINTOCK
          The only way we're gonna know
          anything is by...

The 'jaws-of-life' laser shuts down.

McClintock takes stock of this.

                    MCCLINTOCK
          We're in!

The machine lifts the cut metal away, allowing medics to pour
over the inside.

Oscar, Hauser and McClintock breathlessly wait.

The CHIEF MEDIC pulls his head out of the hole.

                    CHIEF MEDIC
          HE'S ALIVE!!!

                                            SMASH CUT TO:

EXT.  HOSPITAL - DAY

A Helicopter lands on the roof.  Doctors and Assistants rush
over to it, ducking their heads beneath the whirring blades.
The door is slid open, and a gurney is removed.

INT.  HOSPITAL - DAY

The gurney slams into two doors, throwing them open.  A team
of Doctors rush beside and behind it.

Atop it, looking bruised, burned and badly damaged is Steve.
He's covered in a series of bandages (forehead, right eye),
I.V. hooked up to his arm, oxygen mask over his mouth.  He
appears to be barely alive.

INT.  EMERGENCY ROOM - DAY

The gurney is wheeled to a stop beneath high-powered lights,
and locked off.

Life-support machine's are hooked up and display immediate
read-outs.

Steve's G-suit is cut off, revealing mauled skin.  Bone
fragments break the surface.

Above, through the Observation Window, we see Oscar.  He
watches intently.

The Doctors break out bone-saws and various high-tech medi-
gear.

Operation tools cut into Steve's various appendages.

The Life-support systems give constant read-outs of Steve's
falling vital signs.

Oxygen regulating his breathing, Steve remains very
unconscious.

Rudy enters, surgical mask in place.

                    RUDY
          Damage report.

                    DOCTOR 1
          Severe arterial tear near left
          ventricle...

                    DOCTOR 2
          ... sternum crushed, six ribs
          puncturing right lung...

                    DOCTOR 3
          ... abdominal duress, pelvic
          contusions...

                    DOCTOR 4
          ... shrapnel lodged in right eye,
          severe ocular damage...

                    DOCTOR 5
          ... skull fracture, with cranial
          trauma...

                    DOCTOR 6
          ... blood pressure dropping
          rapidly...

                    RUDY
          We're losing him!  Prep for
          defibrillation -- STAT!

The paddles are shoved onto Steve's chest.  Rudy holds them.

                    RUDY
          CLEAR!

He pumps the paddles.  Steve's body jolts up a bit and
settles.

The heart monitor goes from flatline to erratic.

Rudy rubs the paddles together and places them against
Steve's chest again.

                    RUDY
          CLEAR!

He pumps Steve again.

The heart monitor displays a newly steady heartbeat.

Rudy tosses the paddles to the side and grabs the bone-saw.

                    RUDY
          Let's get to work.

INT.  OBSERVATION ROOM

Oscar watches the operation below -- jacket off, tie
loosened.  He sips coffee.

The CLOCK on the wall behind him says 12:30.

INT.  EMERGENCY ROOM

Rudy and his team hover over Steve, pulling, cutting,
checking.

Steve is, mercifully, out cold.

EXT.  TOKYO, JAPAN - DAY

An establishing shot of the bustling city, with subtitle
burned in, letting us know where we are.

EXT.  ATOYA MOTOR PLANT - DAY

Establishing shot of the automobile giant of Japan.

INT.  ATOYA MOTOR PLANT ASSEMBLY LINE - DAY

Cars are put together by man and machine.  Bodies travel down
assembly lines and are augmented along the way, taking shape
bit by bit.

ASAKI (late forties, Japanese business exec) travels down the
line, accompanying TASKAGI (early sixties, commanding and
stern), his boss.  As they pass workers on the line, the
workers bow.

They speak in Japanese, translated by subtitles.

                    ASAKI
          Production has taken another leap.
          Our output has tripled and the need
          for workers has decreased by
          another eighteen percent.  We've
          laid-off two thousand more
          employees in our sixteen plants.

                    TASKAGI
          You take great pride in relating
          this information.

                    ASAKI
          Of course, Taskagi-san -- that puts
          our revenue higher than it's ever
          been in the company's thirty year
          history.

                    TASKAGI
          There is no honor in depriving a
          man of his livelihood.  You'd do
          well to remember that.

Asaki regards his superior with discomfort and
disappointment.

                    TASKAGI
          And what of our competitors in the
          states?  Have they not these new
          machines as well?

                    ASAKI
          No, Taskagi-san.  We are far more
          advanced.  It will be years before
          they come by the technology we're
          employing, I'm sure.  And within
          three months, the latest advances
          we've come by will enable us to go
          completely automated.  And while
          there is no honor in eliminating
          workers, there is tremendous
          profit.

                    TASKAGI
          And how is it that you come by this
          great technology that the Americans
          do not have?

                    ASAKI
          Well, we do not fear spending money
          to make money, Taskagi-san.

Taskagi looks at him, saddened.

                    TASKAGI
          I pray, nephew, that you do not
          place too much faith in machines.

He looks at Asaki, knowingly.  Asaki hangs his head,
respectfully.

                    ASAKI
          Never, Taskagi-san.

Taskagi shakes his head ruefully and walks away.  Asaki
watches him go, hate burning in his eyes.  He then whips
around and rushes off the floor.

INT.  DARKENED CAVERN

Alone, under a single light, Klatch sits cross-legged on the
ground.  He's shirtless, giving us a view of metal beneath
even more of his rotting skin.  He appears to be meditating.
He opens his eyes, and looks around at the shadows.  He
withdraws a piece of cloth from beneath his legs and ties it
around his eyes.  He then draws a breath and settles.

                    KLATCH
              (in Japanese)
          Come.

From out of the darkness, a horde of Ninja strikes, attacking
from all angles.

Klatch hops up, unnaturally, and defends himself,
blindfolded.

The first attacker rushes at him.  Klatch reaches out and
snaps his neck, as the second attacker leaps atop him, sword
drawn.  Klatch turns the sword on his attacker, impales him,
then quickly withdraws the sword to impale the incoming third
attacker.

A fourth attacker hurls shuriken at Klatch's head.

Klatch catches them quickly, one by one, and reverses their
direction -- back at the sender.  They sink into his masked
face.

The fifth and sixth attackers race at Klatch with chuks,
spinning them deftly around their elbows and shoulders.  They
move to strike.  Klatch juts both hands out and snatches the
either ends of the weapons, pulling the bearers close to him.
He leaps off both of his feet, sending his heels flying into
their noses, pushing the bone into brain, and dropping them,
dead.

The seventh attacker comes from behind Klatch with a solid,
five foot bamboo shoot.  He swipes it at Klatch's legs, but
Klatch instinctively jumps over it, kicking his foot backward
at the same time, disarming the seventh.  He reaches back and
punches his fist through the attacker's head.  He pulls it
out hard in time to elbow the face of his eighth attacker,
catching him in his armpit and pulling his head off.

Then, all is quiet.  There's zero movement.  Klatch stands
there, surrounded by bodies.  The whole scenario lasted about
twelve seconds.

                    KLATCH
              (in Japanese)
          Lights.

The lights come up and we get a view of the cavernous room.
It looks like it was built inside a mountain -- steel walls,
built into stone; metal catwalks; computer banks.

Klatch pulls off his blindfold and tosses it to the ground,
just as Asaki enters, flanked by two SOLDIERS.

                    ASAKI
              (in Japanese)
          Eight assassins in twelve seconds.
          Your appetite for death is showing
          no signs of wear, Gear That Thinks.

                    KLATCH
              (in English)
          English.  You behave like an
          American, I'm going to speak to you
          like an American.

                    ASAKI
              (in English)
          I behave like an American?

GILGAMESH -- Klatch's silent assistant -- approaches Klatch
with a kimono, which Klatch then dons.  Gilgamesh regards
Asaki with distaste.

                    KLATCH
          Your's is a culture built on honor,
          Asaki.  Centuries of pride, and
          tradition -- all with high regard
          for honor.  You've managed to
          undermine that in six short months
          by functioning on greed and trading
          in espionage.

                    ASAKI
          You would perhaps care to terminate
          our agreement.

Klatch offers Asaki a sharp glare and then looks to
Gilgamesh.  Klatch smiles and heads toward a computer bank,
closely shadowed by Asaki.  Gilgamesh rides Asaki's heels.

                    KLATCH
          You're too transparent to threaten
          me with something you'd never
          consider, Asaki.  You need my help,
          and what's more -- you want my
          help.

                    ASAKI
              (switching gears)
          I hear reports that your latest
          raid went smoothly.

                    KLATCH
          In and out, multiple casualties --
          all so you can produce cars faster
          than the Americans... using
          American technology.  The manner in
          which you betray your own is most
          inspiring.
              (snorts)
          You're pathetic.

                    ASAKI
          So says the one who betrays his own
          -- his country of origin, his
          government's top secrets.  And for
          what?  Profit -- same as myself.

                    KLATCH
          That's where you're mistaken,
          Asaki.  You assume I speak of
          allegiances to nations.  I refer to
          the casual attitude you take to
          reports that I've killed some of
          your species -- and the curiosity
          with which you've watched me do it
          here.

                    ASAKI
          My 'species'?  And what species
          would that be, Gear That Thinks?

                    KLATCH
              (looks at him, aghast)
          Humans, stupid.
              (moves on)
          The downloaded data is on the disk
          in that attache.

                    ASAKI
          And the sub-fusion microchip our
          industrial spies informed us the
          Americans were working on?

                    KLATCH
              (beat)
          Doesn't exist.  Your leads were
          wrong.

                    ASAKI
          Our spies are never wrong.

                    KLATCH
          They were this time.  Take your
          disk, leave my money and get out of
          here.

                    ASAKI
          The manner in which you order me
          around -- it would seem you forget
          who paid for the construction of
          this fortress of your's.

                    KLATCH
          People that stick around here wind
          up as dead or bio-mechanically
          improved.  If you're willing to
          volunteer for either, I'd be glad
          to have you.

                    ASAKI
          Threats aren't necessary, metal one
          -- I'll go.  The only other matter
          we have to discuss is my uncle.

                    KLATCH
          Ah -- the great, oblivious Taskagi.

                    ASAKI
          Oblivious no longer.  I suspect
          he's starting to believe in your
          rumored existence.
              (beat)
          He may need to be silenced.

                    KLATCH
              (looks at Asaki)
          Willing to kill his own blood --
          and for what?  Money?
              (shakes his head)
          I'll do your uncle, Asaki -- free
          of charge.  One less of you...

Klatch taps a few keys and looks up.

Before him, a wall opens, revealing a window into what can
only be described as a cocooning facility.  In various
transparent, liquid-filled chambers, float CYBORGS in various
states of completion.  We can see this because their replaced
limbs are crude and metallic in nature -- no epidermal
layers.  Robotic arms and legs are attached to forced
hibernation subjects -- most of Japanese descent.

Asaki is wide-eyed.  Klatch looks like a proud father.

                    KLATCH
          ... means one more of us.

                    ASAKI
          Ah yes -- I'd almost forgotten.
          You're building an army, aren't you
          Klatch-san?  Preparing for the day
          machines run the earth.
              (smiles)
          Machines are powerful, yes.  But
          they still require a human to turn
          them on.

From his terminal, Klatch reaches out and grabs Asaki by the
throat, lifting him off the ground.  Asaki struggles in
Klatch's grip, choking.  Klatch doesn't even look up,
choosing instead to concentrate on his work.  Gilgamesh
watches.

                    KLATCH
          You'll do well to remember that my
          need of you grows less and less,
          Asaki.  Pray the day never comes
          when I find you obsolete.

He drops Asaki, while continuing his work.  Asaki, coughs,
weakened.  He collects himself and rises, staring bug-eyed at
Klatch with a mixture of fear and bile.

                    ASAKI
          Your funds are in the silver
          briefcase.  I will inform you of
          the opportune time to liquidate my
          uncle.

                    KLATCH
          You do that.

Klatch gestures to Gilgamesh, who in turn grabs Asaki and
briskly ushers him away.

                    KLATCH
          And get me more Ninja, will you?  I
          seem to have run out.

Klatch giggles at his terminal, as Asaki is marched out
amidst the fallen Ninja.

And in their cybernetic rendering chambers, Klatch's army
lies in wait.

INT.  OPERATING THEATRE OBSERVATION ROOM - LATER

The Clock reads 9:15.

Oscar dozes off in a chair in front of the observation
window.

Rudy enters, pulling off his mask.  He saddles up beside
Oscar and gently shakes him.

                    RUDY
          Oscar.

Oscar stirs slightly, then bolts upright, eyes snapping open.

                    RUDY
          Take it easy, pal.  It's alright.

                    OSCAR
          Is he...?

                    RUDY
          He's still with us.

Oscar sits back, gasping a sigh of relief.

                    OSCAR
          I dreamed I had to call Jamie and
          tell her... you know.

                    RUDY
          That call you don't have to make.
          But there's another one you will
          have to.

                    OSCAR
              (beat)
          How bad is it?

                    RUDY
              (beat)
          We lost both legs.

Oscar looks out the observation window.

BELOW -- post-surgical Steve is wheeled out of the operating
room.

                    RUDY (O.S.)
          ... the left to the knee, the right
          to the hip.  The right arm is gone
          as well.  His right eye is gone --
          took a piece of metal in it.  He'll
          be in intensive care for months.

Oscar stares, sadly.

                    OSCAR
              (sighs)
          Right.

                    RUDY
              (beat)
          I love Steve Austin -- the man's a
          saint -- a hero, even.  I've worked
          on him for years -- kept him
          healthy, patched up some minor
          bruises and broken bones.
              (beat)
          The man they're hooking up to
          monitors right now in the I.C.
          Unit is not Steve Austin -- not the
          Steve Austin that we know, the
          world knows... or even he himself
          knows.  It's going to be hard,
          Oscar.  Especially for...

                    OSCAR
          Jamie.  Has she been...

                    RUDY
          Not yet.  And when you do, you're
          going to have to break it to her
          that she won't be permitted to see
          him yet -- not for a while.  And
          when she is given access... well, I
          don't know that he'll want to she
          her -- or rather, that he'll want
          her to see him.

                    OSCAR
          Understood.

                    RUDY
          But Jamie's not who I'm concerned
          with.  The one who's going to take
          this the hardest is Steve himself.
          You know what kind of man he is --
          physical paradigm, go-getter,
          constant achiever.  Between you and
          me, I never thought for a second
          that this early retirement he was
          planning would ever stick.  He'd
          find some way to get back into it --
          some way to convince her, that he'd
          always be alright.
              (beat)
          He's going to have to be watched,
          is what I'm getting at.

Oscar looks to Rudy, dubious.

                    RUDY
          It's text-book, Oscar.

                    OSCAR
              (choking up)
          Steve's not a text-book case, Rudy.

                    RUDY
              (beat, sadly)
          He is now.

Rudy quietly stands and stretches.

                    RUDY
          I'm going to check on him and then
          get some sleep.

                    OSCAR
          Can I...

                    RUDY
          Not tonight.  There's no point --
          he'll be out for at least two days.
          Maybe more.
              (help Oscar up)
          You keep your strength for your
          phone calls.

                    OSCAR
          This isn't something I can do over
          the phone.
              (beat)
          I'm gonna go see her.

                    RUDY
          That's good of you.  I know she'll
          appreciate that.  She'll need
          someone tonight -- someone to lean
          on.
              (beat)
          You'll both need that.

Rudy exits.  Oscar watches him go and collects his things.
He takes a beat to look out the observation window again.

OSCAR'S P.O.V. -- the operating theatre, now dormant and
quiet.  It's more than evident, however, that something major
just took place there.

Something major indeed, Oscar thinks.  He throws his jacket
over his slumped shoulder and walks out of the room.

                                           FADE TO BLACK.

FADE IN:

A murky, out of focus view of Oscar, bright lights behind
him.

                    OSCAR
          Steve.

INT.  INTENSIVE CARE WARD - DAY

Steve struggles to keep his eye open, the other one hidden by
bandages.  He slowly takes in his surroundings.

Oscar sits on the bed, beside Steve, holding his one hand.

                    OSCAR
          Welcome back.

Steve focuses on his friend.

                    STEVE
              (slowly, with difficulty)
          I... made... it...?

                    OSCAR
          You did.  Wish I could say the same
          for the Daedelus.

A pained smiles plays about Steve's lips.

                    STEVE
          Tell... tell... them...

He goes out again, and comes back.

                    STEVE
          Take... take... it... out... of
          my... pension.

                    OSCAR
              (smiles)
          I'm sure they'll appreciate the
          offer.

                    STEVE
          How... long...?

Oscar steels himself to respond.

                    OSCAR
          Four weeks, Steve.  It was touch
          and go for awhile there, but Doctor
          Wells says you're going to be fine
          now.  You're out of the woods.

Rudy enters, clipboard in hand.  He smiles when he sees the
awake Steve.

                    RUDY
          Two days ahead of schedule.  I told
          you this boy was strong.
              (to Steve)
          Hello, stranger.  Aren't you glad
          you got that check-up before take
          off?

Steve smiles, but then confusion slowly plays about his face.

                    RUDY
              (to Oscar; checking
               Steve's pulse)
          Has he spoken?

                    OSCAR
          He's cracked a bad joke -- does
          that count?

                    RUDY
          Cracked bad jokes and cracked ribs
          -- yes, I'd say Colonel Austin is
          back to...

                    STEVE
          Where...

Rudy and Oscar look to Steve.  Steve looks to his right arm
-- or lack thereof.

                    STEVE
          ... my arm...

Oscar looks to Rudy: the moment nobody's been looking forward
to.  Rudy moves closer to Steve.

                    RUDY
          Steve -- you had a bad crash.

Steve slowly looks to Rudy.  His eyes say it all.

                    STEVE
          No...

                    RUDY
          You lost your right arm.  And both
          of your legs.

Steve rolls his head to the side, shocked.

                    STEVE
          No...

                    RUDY
          But you're alive, Steve.  You're
          going to live.

                    OSCAR
          Did you hear Doctor Wells, Steve?
          You're going to live.

Steve tries to focus on them.

                    STEVE
          Why...?

Rudy and Oscar exchange looks.

                    STEVE
          Why... didn't... you... let me...
          die?

He closes his eyes and goes under again.  Oscar looks to
Rudy.  Rudy checks Steve's stats on the monitors.

                    RUDY
          It's okay -- he just lost
          consciousness.  It'll be like that
          for a few days.

                    OSCAR
          Did you hear... what he said?

                    RUDY
          Yes.
              (beat)
          And it's going to get worse before
          it ever gets better.

Hauser enters, carrying a cellular phone.

                    HAUSER
          Oscar -- the Old Man called.  She
          wants to see you.

Oscar stares at Steve, oblivious to Hauser.  Rudy puts a hand
on his shoulder.

                    RUDY
          You'd better go.  He won't be back
          for a couple of hours.  I'll call
          you with any news.

Oscar nods, still staring at Steve.

INT.  O.S.I. HEADQUARTERS, SAGE'S OFFICE - DAY

Oscar stands before Sage's desk, open-mouthed.

                    OSCAR
          No.

                    SAGE
          I don't think I asked for your
          permission, Oscar.

                    OSCAR
          I don't care.  I won't let you do
          this.

Sage pulls out a file and reads aloud from it.

                    SAGE
              (reading)
          Colonel Austin has been in combat
          twice -- once in the Gulf War, once
          in Bosnia.  He's flown countless
          test flights and covert missions.
          And his health is impeccable.

                    OSCAR
          Was impeccable!  That man is broken
          now!

                    SAGE
          We can rebuild him.

                    OSCAR
          For what?!  So you can send him on
          your dirty little errands?
          Bullshit!  He's just woken up to a
          lifetime's worth of misery and
          acceptance, and I'm not going to
          allow you to play Frankenstein with
          what remains of his dignity!

                    SAGE
          He's come to, has he?  That's a
          shame.  I was hoping to bypass
          certain... situations.

                    OSCAR
          You heartless witch!  He has a
          fiance!

                    SAGE
          He had a fiance.  As of eleven
          hundred this morning, Colonel
          Austin has been reclassified as
          deceased.

                    OSCAR
          WHAT?!?

                    SAGE
          He's dead -- at least to the world.
          He undergoes surgery next week.
          That is, if he complies -- which I
          can't see why he wouldn't.  He's
          broken and -- for all the world
          knows -- dead.  What other choice
          does he have?

                    OSCAR
          He has the right to a normal life.

                    SAGE
          Please -- the man is damn-near
          limbless, with one eye.  What
          semblance of a normal life can he
          possible have a right to?

                    OSCAR
          Dammit, Margaret -- he's a friend!

                    SAGE
          All the more reason why you should
          be in support of this procedure.
          We'll make him whole again, Oscar.
          That much I promise.

                    OSCAR
          You'll make him a machine --
          nothing more.  I won't sit back and
          watch what happened to Klatch,
          happen to Steve.

                    SAGE
              (angrily)
          Then get it right this time, Mister
          Goldman.  And the first step toward
          that mutually beneficial goal is
          convincing him that this is exactly
          what he needs...

                    OSCAR
          And if he refuses?

                    SAGE
              (beat)
          He's classified as dead.  That
          classification can't change -- it
          can only become more accurate.

Oscar stares at his superior, shocked.  Sage closes her file.

                    SAGE
          You have one week.  I suggest you
          get to work.

Oscar shakes his head and storms out, slamming the door
behind him.

INT.  INTENSIVE CARE WARD - DAY

It's the next day.  Steve is now awake.  He lays in his bed,
slightly propped up, staring at the ceiling.  He looks to the
machine's to the right of him.

There they sit -- a wall that separates Steve from the
outside world.  They beep, whir, and hiss back at him.

Steve continues to stare at them.  He then reaches toward
them, but they are not at arm's length.  He reaches instead
for the table beside his bed and pulls himself over -- closer
to the machines, but still too far away.  He reaches again
and pulls, this time falling out of the bed and onto the
floor.  Frustrated, he pulls the tubes out of his arm, and
slaps at the machines, which now buzz with alarms.

Rudy rushes in, followed by two NURSES.

                    RUDY
          Sweet Jesus...
              (to the Nurses)
          Help me get him back on the bed.

                    STEVE
              (panicky and insane)
          TURN THEM OFF, WELLS!  SHUT THEM
          DOWN, GODDAMIT!

Steve swings at them with his one good arm, as Rudy and the
nurses grab hold of him and lift him into bed.  Steve
struggles the entire way.

                    STEVE
          I DON'T WANT THIS!!

                    RUDY
              (to Nurse)
          Get me the sedative.

                    STEVE
          LET ME DIE, DAMMIT!!  I'M NOT A
          MAN!!

                    RUDY
          What were you trying to do?  Shut
          these down?  They're not keeping
          you alive, Steve -- you're not on
          life support anymore!

                    STEVE
          Why'd you let them pull me out of
          that wreck, you sick friggin'
          bastard?!

The Nurse hands Rudy the syringe.  Steve continues to
struggle.

                    RUDY
          Hold him down, dammit!

The Nurses attempt to hold Steve.  For a man whose been out
for four weeks and has only a battered arm, he's fairly
strong.  They finally subdue him, while Rudy administers the
injection into Steve's arm.  Steve starts to lose
consciousness, and passes out.  The Nurses release him.  Rudy
looks down at Steve, sadly.

INT.  RUDY'S OFFICE - DAY

Oscar sits opposite Rudy.  Rudy looks as forlorn as he did in
Steve's room.

                    RUDY
          He wants to die.  Which is normal
          for a patient in his condition, but
          I'd hoped for better from him. He's
          strong, though.  He may not have a
          strong will to live right now, but
          his strength for someone who has
          been through what he has is
          impressive.  It took myself and two
          nurses to subdue him during this
          episode.

                    OSCAR
          How strong?  Would you say he could
          live a long life?

                    RUDY
          Actually, I'd say he has better
          chances of living longer now than
          he did before.  His lifestyle, pre-
          crash, dictated that sooner or
          later, his luck would run out.  Now
          -- forced to stay-put -- ironically
          enough, he'll no doubt live far
          longer than he ever would have.

Oscar shakes his head in agreement, marking the irony.  He
then looks at Rudy.

                    OSCAR
          Have you ever done organ
          transplants?

                    RUDY
              (caught off-guard)
          Well... yes.  Hearts, livers,
          kidneys.

                    OSCAR
          What about prosthetics?  Any
          experience?

                    RUDY
          Rudimentary.  They're basically
          operational by straps and
          harnesses, though -- no real need
          for surgical procedures.
              (beat)
          Why do you ask?

Oscar looks at him, gravely.

                    OSCAR
          We have to talk.

EXT.  WASHINGTON MONUMENT - DAY

Tourists run to and fro, snapping pictures of the instantly
recognizable monument.  Classes of children led by teachers
march across the grounds.

Oscar and Rudy walk and talk there as well.

                    OSCAR
          Are you familiar with the term
          'Bionics'?

                    RUDY
          From science-fiction literature,
          sure.  Advanced robotics of some
          sort.

                    OSCAR
          They're a reality.  And I'm not
          talking about assembly line-type
          machinery that puts together a
          Ford.  I'm talking about limbs --
          legs, arms.  And organs -- hearts,
          eyes.

                    RUDY
          Oscar, I'm a doctor.  I'm up on
          every advance medical science makes
          in any field.  And I've never
          heard...

                    OSCAR
          I'm talking about military science.

Rudy stares at him, confused.

                    RUDY
          Meaning?

                    OSCAR
              (beat)
          This information is highly
          classified.

Rudy catches on.  He's shocked.

                    RUDY
          You're O.S.I.

                    OSCAR
          Level twelve.

                    RUDY
          All this time, I just assumed you
          were N.S.A.

                    OSCAR
          Sometimes, I wish it were that
          simple.

                    RUDY
          Well... God, man -- how far have
          they come?

                    OSCAR
          We could build a human being, if we
          chose.  One so real, it'd shock
          you.  We could build your wife, and
          if she never spoke, you'd never
          know the difference.

                    RUDY
          My God, you're serious.

                    OSCAR
          But we haven't.  Not yet.  There's
          no programming a machine with human
          behavioral patterns -- humans are
          just too erratic to be faked.  But
          we can repair, organic matter --
          endo and exo-skeletons, tissue,
          skin.  More real, than real -- down
          to the amount of hairs on a
          knuckle.

                    RUDY
          You're talking about cyborgs.

                    OSCAR
          It works.  It all works.  And it's
          so advanced, it would change the
          way you view medicine forever.

                    RUDY
          They why the hell isn't it employed
          now?  If what you're saying is
          true, we could make cripples walk,
          the blind see, eliminate the need
          for dialysis...

                    OSCAR
          It's highly classified.

Rudy stares at Oscar.

                    OSCAR
          Weapons division.

Rudy comprehends and shakes his head.

                    RUDY
          Figures.  Something that could do
          the world a great service, and
          they've already figured out a way
          to corrupt it.

                    OSCAR
          It's disappointing, I know.  But
          I've been working to change that...

                    RUDY
          Not doing a very good job, are you?

                    OSCAR
          Rome wasn't built in a day, Rudy.
          But the first, real step toward
          improvement can begin with us.

                    RUDY
          How so?  Spill all this to the
          media?

                    OSCAR
          That's not even half funny.  No,
          I'm talking about Steve.

Rudy freezes.

                    RUDY
          You mean...?

                    OSCAR
          The works.  Complete over-haul.

                    RUDY
          By whose say-so.

                    OSCAR
          That's classified.  But it's on the
          up-and-up.

                    RUDY
          To what end?

                    OSCAR
          That's also classified.  But does
          it matter?

                    RUDY
          It does to me.  I'm the boy's
          physician, Oscar.  I'm not going to
          instill him with hope and give him
          a second shot at life, only to have
          him blown away over some covert,
          foreign turf war.

                    OSCAR
          You're his physician, yes...
              (solemnly)
          ... but he's my friend.

                    RUDY
              (beat)
          Forgive me.
              (thinks)
          Well, in Steve Austin you have a
          prime candidate for partial
          rehabilitation with the technology
          you're talking about.

                    OSCAR
          Partial?  You said he was strong.

                    RUDY
          For a man that's been through what
          he has, sure.  But we're talking
          about severe spinal damage, the man
          sustained.  Even if he'd kept his
          legs, I doubt they'd have been much
          use.

                    OSCAR
          I can guarantee complete recovery.

                    RUDY
          Complete?

                    OSCAR
          With four times the strength --
          perhaps more.

                    RUDY
          How?  What are these things made
          of?  How are they powered?

Oscar smiles and puts his arm around Rudy.

                    OSCAR
          Oh Rudy.  We have to catch you up
          on fifty years worth of research by
          tomorrow morning.

INT.  INTENSIVE CARE WARD - THE NEXT MORNING

Steve sits up in his bed, staring out the window.  Oscar and
Rudy excitedly explain the project.

                    RUDY
          ... and it's all on the up and up,
          Steve.  I've gone over everything
          myself.  All of it's possible.  And
          the project will be fully funded
          for five years to the tune of...
              (to Oscar)
          How much?

                    OSCAR
          One point six billion dollars.

Steve doesn't flinch.  Rudy is beside himself.

                    RUDY
          Steve -- you'll walk again.  You'll
          run, even -- faster than you ever
          could before.  Faster than anyone
          on the planet.
              (beat)
          You'll be made whole again.

                    OSCAR
          It will be as if the crash never
          happened.

Steve continues to stare out the window.  Oscar and Rudy look
to one another.

                    OSCAR
          Steve?

                    STEVE
          Who told Jamie?

Rudy looks from Steve to Oscar.  Oscar drops his head.

                    OSCAR
          I did.  That night.

                    STEVE
          What did you tell her?

                    OSCAR
              (beat)
          Everything.

Steve continues staring out the window.  His face is turned
from the pair.  They don't see the tear roll down.

                    RUDY
          But that doesn't matter now.  You
          can be with her again -- as normal
          as you ever were.

                    STEVE
          I had a mole, Rudy.  On my right
          thigh.  Right under my butt.  She
          always said it looked like Africa --
          because of the way it was shaped.
          She called me B'wana, sometimes --
          just to be cute.  B'wana Beast.

Rudy and Oscar exchange glances -- "Where is this going?"

                    STEVE
          I've spent weeks lying here
          thinking about how she'd never say
          that again.  Because there's no
          mole.
              (chuckles)
          Because there's no leg.  And I
          though about how I won't hear humor
          in her voice anymore -- only pity.
          At first pity for me -- her broken
          fiance.  Less than half the man he
          used to be.  And then the pity I'd
          hear in her voice would change...
          to pity for herself.  Pity for a
          woman who -- because of one in four
          hundred mechanical failure -- would
          be forever shackled to a hunk of
          meat that shared some memories of a
          man named Steve Austin.
              (Steve turns to them)
          But now you say that's over.  Now
          you tell me I can be whole again,
          and return to her -- like nothing
          ever happened.  And based on the
          advancements of technology you've
          described... well, you can probably
          even replace the mole.  Duplicate
          it.  Put Africa back on my ass.
          And then I can be the B'wana Beast
          again.

He smiles at his friends.  They smile back, comforted.  Then
Steve explodes, knocking everything off his bedside table,
toppling some nearby equipment -- all with his one good arm.

                    STEVE
          AND THEN I'M JUST A FREAK OF
          ANOTHER COLOR!  IS THAT WHAT YOU'RE
          OFFERING ME?!

                    OSCAR
          Steve, don't...

                    STEVE
          I'll walk, you say!  I'll run!
          I've seen former pilots and what
          passes for prosthetics, Oscar!  And
          you may sit there and paint a rosey
          portrait for the sad, triple
          amputee of how 'natural' or
          'realistic' it'll all be!  And you
          think because of the condition I'm
          in, I'll agree to everything, to
          anything that could possibly give
          me some goddamn humanity back!
          Well I'll let you both in on a
          little secret -- something it'll
          take all the therapists and head
          shrinkers you send in here months
          to reach a conclusion on: I'm a
          dead man already!  I died in that
          crash!  And no promise of normalcy
          you offer is going to bring me back
          from the grave.
              (pounds on the bed)
          THIS IS MY GRAVE!  DO YOU HEAR
          ME?!?  I'M DEAD!!!

Oscar and Rudy stare in disbelief.  Steve breathes heavily, a
snarl crossing his face.  He turns back to the window.

                    STEVE
          Why don't you respect the memory of
          a dead man, and get the hell out of
          here?

Oscar and Rudy don't move.

                    OSCAR
          Steve...

                    STEVE
          GET OUT!

The pair watch Steve for a beat, and solemnly exit; the door
closing behind them softly.

Steve chokes back tears.  He quietly pounds the side of the
bed in slow, sad bursts.

INT.  INTENSIVE CARE WARD - THE NEXT DAY

A Nurse enters Steve's room; her nametag reads 'CATHY'.
Steve stares out his window.

                    CATHY
          Good morning, Colonel Austin.
          Sorry to bug you again, but I have
          to take your blood pressure.

Steve says nothing.  Cathy slips a cuff over Steve's arm, and
flicks a switch on the accompanying unit.  The cuff begins
inflating.  Cathy looks at Steve and smiles.

                    CATHY
          This is going to sound extremely
          corny, but I feel like I know you.

Nary a response from Steve.  Cathy shrugs.

                    CATHY
          I don't mean that in a 'I've met
          you before' kind of way.  It's just
          that my brother used to always talk
          about you.

Steve looks at her, still saying nothing.

                    CATHY
          He was a pilot.  Air Force.  Really
          young.  Whenever he came home over
          holidays, he'd blab on about how
          great the Service was, and what
          he'd been doing.  You know what
          gung-ho kids are like when they
          first enlist, I'd imagine.

Steve smiles a bit.

                    STEVE
          I was one of those gung-ho kids,
          once.

                    CATHY
          Why am I not surprised?
              (checks the machine)
          Anyway, Brad -- my brother -- he'd
          always talk about this Colonel
          Steve Austin.  War hero, astronaut,
          test pilot.  He said he wanted to
          be you -- live a couple different
          lives by the time he was thirty.
          Anytime you broke a record, I knew
          about it.  And I don't follow
          things like that.  I follow music.
          Well... my boyfriend follows music,
          you know what I mean?

Steve nods, knowingly.

                    CATHY
          When they told me you'd crashed, my
          heart sank.  For you, of course.
          But more-so because I thought about
          Brad -- and how he'd have taken it.
          He'd probably go A.W.O.L. and get
          here somehow -- to see you.  Make
          sure you were okay.

                    STEVE
              (looks back out the
               window)
          Tell him not to waste his time.

Cathy pulls the cuff off Steve, and jots down the results.

                    CATHY
          He's dead.

Steve looks back to her.

                    CATHY
          A crash like your's -- only not in
          some incredibly expensive super
          jet.  Just a normal F-16.  Landing
          on a the deck of a carrier.  The
          cable snapped and he rolled.

Steve is taken aback.

                    STEVE
          I'm sorry.

                    CORE
              (she shrugs it off)
          It was a couple of years ago.  He'd
          lost both of his legs in the crash
          and was in a coma.  He never came
          out of it.
              (beat)
          My family became very fond of
          saying that it was probably better
          that he died, you know?  Rather
          than have to live like that the
          rest of his life.  People tell
          themselves some stupid things to
          get over pain, I guess.

                    STEVE
          Maybe it wasn't so stupid.

                    CATHY
          It was to me.  It used to make me
          so angry.  I mean, so he wouldn't
          walk anymore?  That's sad, I know.
          But Brad was funny -- just a really
          funny guy.  And you don't need legs
          to tell a joke, last I heard.
              (she props up his pillow)
          You know, there's not a day that
          goes by that I don't think about
          how great it would have been to
          hear him joke around again, or blah
          blah about the Air Force... or even
          tell me what record Steve Austin
          broke today.  I miss him.
              (shakes it off)
          But it's been great having you
          around.  You just... you remind me
          what a great guy Brad was.  I'm
          glad I got to meet you, finally.  I
          mean, I wish it was under more
          pleasant circumstances, but still --
          I'm glad.

She heads for the door and stops as she opens it, taking a
moment to look back at him.

                    CATHY
          I'm really glad you made it,
          Colonel Austin.

Steve looks at her.  She smiles and exits, leaving Steve
alone with his thoughts.

INT.  INTENSIVE CARE WARD, HALLWAY - DAY

A GERMAN SHEPHERD pitter-pats down the hall, past patients,
hospital rooms and the Nurse's station.  His tongue dangles
dopily out of his mouth.

The HEAD NURSE looks up from her paperwork and notices the
dog.  She returns to her work, then does a double-take.  She
leaps from her seat.

Oscar walks the dog down the hallway, toward Steve's room.
The Head Nurse jumps in front of him.

                    HEAD NURSE
          Where in the hell do you think
          you're going with this dog?  This
          is a hospital, not a vet's!

                    OSCAR
          You're kidding?

The Head Nurse doesn't find Oscar the least bit amusing.
Thankfully, Rudy enters the fray, intervening.

                    RUDY
          This dog is here on my authority,
          Nurse.

                    HEAD NURSE
          I don't care if he's here on Saint
          Francis' authority!  You get that
          thing out of here, now!

                    RUDY
          This animal's an important part of
          an extremely depressed patient's
          therapy.  Now unless you can think
          of some other way to cheer this
          patient up, how about giving us a
          break here, huh?

The Nurse stares down Rudy, then Oscar, then the dog.  She
sighs loudly.

                    HEAD NURSE
              (to Rudy)
          If he shits, you're picking it up.

                    OSCAR
          I wouldn't dream of it, ma'am -- I
          myself, will pick it up.

                    HEAD NURSE
          And who the hell are you?

                    OSCAR
          I'm the man with the German
          Shepherd.

INT.  INTENSIVE CARE WARD, STEVE'S ROOM - DAY

The door opens, and the German Shepherd rushes in.  He
approaches Steve and licks his hand.  Steve is at first taken
aback, but quickly relents, petting the dog.

                    STEVE
          Hey, boy.  Who let you in here?

Oscar and Rudy enter.

                    OSCAR
          He's with me.

Steve's attention shifts to the pair.  His expression falls a
bit.  Oscar pets the dog.

                    OSCAR
          Like him?  His name's Max.
              (to dog)
          Say hi, Max.
              (to Steve)
          Man's second best friend.  His
          first he carries around with him, I
          believe.

                    STEVE
          What am I -- five years old?  You
          think you're going to bring me a
          puppy and it'll make everything
          okay?

                    OSCAR
          He's a little big to be calling a
          puppy, Steve.

                    RUDY
          Steve, Max is a very extraordinary
          animal.  He's specially trained in
          narcotic detection and rescues.

                    STEVE
          And now he's what?  My new pal?
          And what's so extraordinary about a
          narc dog?  What's he going to do
          for me?  Roll over?  Beg?

                    OSCAR
          He'll fetch you your slippers.

Steve shoots Oscar an angry look.

                    OSCAR
          Oh, smile, dammit.  That was funny.

                    STEVE
          Take your dog and get out of here.

                    RUDY
          Max was used in border patrol in
          San Diego.  You know the drill --
          sniff out coke and heroin from
          inside car seats and trunks.  Then
          one day, a van load of drug-runners
          gets popped at the border, thanks
          to Max here.  So one night, weeks
          later when they make bail, one of
          them is so pissed at Max here, that
          he sneaks back to the dog pens at
          the station and takes him to pieces
          with a crowbar.

Steve looks at Max.  Max pants back at him.

                    RUDY (O.S.)
          Shattered his hind legs, broke his
          front legs, fractured his skull --
          just mutilated him.  One of the
          cops finally heard something and
          got to the guy before he could kill
          Max.  The cop's beat the shit out
          of him, so I hear.

Oscar pets Max's coat.  Steve stares at the dog, looking him
over.

                    OSCAR
          What else is new?

                    STEVE
              (beat)
          So how come he...

Steve looks at Oscar and Rudy, then back to Max.  He catches
on.

                    STEVE
          You're kidding...

Oscar brings Max over to Steve's bedside.  He takes Steve's
hand and places it on one of the dog's hind legs.

                    OSCAR
          You can't tell the difference, can
          you?  It feels organic.

                    STEVE
          This is the lowest of low.  This
          dog is not artificial.

                    RUDY
          Not artificial, Steve...

Rudy opens a panel on Max's leg, revealing circuitry and
gears, miniscule and finely interwoven.

                    RUDY
          ... cybernetic.
              (he closes the panel)
          Bionic.

Max scampers to the corner of the room and begins pissing.

                    OSCAR
          And very, very normal.

Steve stares at the dog.  He looks back to his old friends,
contemplating.

                    STEVE
          How long will it take?

                    RUDY
          The procedure will last forty two
          hours.  Recovery time is hard to
          say because the extensive amount of
          replacement we'll be doing has
          never been done before.

Steve thinks for a beat.

                    STEVE
          Where?  Here?

                    OSCAR
          Our facility in Colorado.  State of
          the art.  Fantastic view of the
          Rockies.

Steve looks out the window.  He turns back to them.

                    STEVE
          The moment it doesn't feel right,
          I'm out -- you understand?  If I
          start to feel like a guinea pig...

                    OSCAR
          ... then we'll take you off your
          tread-wheel.

Steve smiles at Oscar -- for the first time in awhile.

EXT.  COLORADO ROCKIES - DAY

An Army Helicopter whips through the mountains, racing toward
one particular peak.

In the side of the Peak, the rock begins to tremble and move.
Huge STEEL DOORS are revealed opening, giving us a view of a
large, man-made cavern inside.  Once the doors are
sufficiently spread, the Helicopter slips inside.

INT.  MOUNTAIN

The Helicopter touches down, blades still whirring.  A MEDI-
TEAM approaches the side of the copter and slides it's door
open.

Atop a stretcher and out cold, Steve is wheeled off by the
Medi-team.

Rudy disembarks.  Oscar meets him, followed by KILLIAN
(fifties, tall, physician-like).  Oscar leads Rudy from the
copter, debriefing him.

                    OSCAR
          Rudy, this is Doctor Richard
          Killian.  He's our top man in the
          field.  He'll be assisting with the
          procedure.

Track with them through the mountain -- from the landing bay,
through heavy, pneumatic doors, into a sterling medical
facility.

                    KILLIAN
              (extending hand)
          Doctor Wells.  Your reputation
          precedes you.  Welcome to Slab
          Rock.

                    RUDY
          It's a damned impressive facility,
          Doctor Killian.  And not exactly
          the easiest to find.

                    KILLIAN
          Government agencies have this thing
          about secrecy, as I'm sure you're
          aware.  We have the people at NORAD
          to thank for this place.  When they
          relocated, they left a perfectly
          good mountain behind.  Didn't take
          all that much to turn it into what
          we humbly consider the finest
          medical establishment in the world.

                    OSCAR
          When they work on the President --
          anything from routine physicals to
          hemorrhoids -- they do it up here,
          Rudy.  Regardless of where the
          media tells you he goes.

                    RUDY
          Cloak and dagger -- even for piles?

                    OSCAR
          Well, he is the President.

                    RUDY
          Doctor Killian -- this is your
          field of specialty.  Are you sure
          you wouldn't rather take the helm
          for this procedure -- you're far
          more qualified.

                    KILLIAN
          I know the hardware, Doctor Wells --
          that's where it begins and ends.
          You know the man.

Rudy nods.

                    KILLIAN
          I'll be at your disposal for the
          entire procedure if you have any
          questions.  My real job kicks in
          post-op; rehabilitation.  It'll be
          up to me to make sure your boy
          learns to utilize all this
          technology we're going to load into
          him.

                    OSCAR
          We'll all see to that.

                    RUDY
          Are we ready to go, then.

                    KILLIAN
          They're prepping him as we speak.
          Procedure begins as soon as you're
          ready.

                    RUDY
              (beat)
          At the risk of sounding
          melodramatic, gentlemen -- let's go
          give a man his life back.

INT.  OPERATING THEATRE - DAY

The OPERATION MONTAGE begins.

A box marked TOP SECRET and BIO-HAZARD is opened, revealing a
human arm.  Well, it would be human, were it not for the
metal base at the shoulder, and the myriad wires that trail
out.

Steve lays on the table.  Rudy and Killian -- surrounded by
their Team -- go over the replacement limbs.

INT.  OBSERVATION THEATRE - DAY

The O.S.I. Team watch through the window from their seats.
Oscar stands at a podium.  He'll be their (and our) narrator
for the procedure.  Whatever Oscar described, we're cross
cutting to.

                    OSCAR
          Gentlemen, Mrs. Sage -- what
          you're about to witness is nothing
          short of a miracle of modern
          science.

                                                  CUT TO:

A close-up on Steve's face.

                    OSCAR (V.O.)
          Colonel Steve Austin.  A man barely
          alive.

                                                  CUT TO:

Rudy and Killian proceeding to cut into Steve.

                    OSCAR (V.O.)
          Gentlemen, we're going to rebuild
          him.

                                                  CUT TO:

The high-tech looking machines that surround the operating
table, including the opening cases that contain Steve's new
body.  The limbs are extracted and placed into bubbling fluid
baths.

                    OSCAR (V.O.)
          We have the technology.

                                                  CUT TO:

The Surgical Team begins the intricate process of prepping
Steve.

                    OSCAR (V.O.)
          We're going to recreate the world's
          first, fully functional Bionic Man.

                                                  CUT TO:

Oscar at his podium.

                    OSCAR
          Steve Austin will be that man.

                                                  CUT TO:

There separate shots of the Team at work, the life-support
systems functioning, the monitors monitoring.

                    OSCAR (V.O.)
          We'll make him better than he was
          before.  Better, stronger, faster.

                                                  CUT TO:

A steel strap being locked across Steve's chest.  The Team
steps back.  A switch if flicked, and the surgical table
rotates on a gyro, so that Steve now faces the floor.

                                                  CUT TO:

A close-up of his face -- the unconscious human guinea-pig.

                    OSCAR (V.O.)
          The first step towards this is to
          reinforce Colonel Austin's skeletal
          structure -- particularly the
          spine.  While the alloys that make
          up the bionic limbs are light and
          built to withstand torque of up to
          a ton, attaching these to the
          existing frame would result in
          instantaneous combustion of the
          skeletal structure the moment an
          attempt to lift any object outside
          the realm of human capacity was
          made.

                                                  CUT TO:

A steel tube is inserted into Steve's spine.

                    OSCAR (V.O.)
          Doctor Killian's team has developed
          a polymer that allows steel
          reinforcement to be liquefied and
          injected into Colonel Austin's
          bones.  It effectively replaces
          marrow with metal, allowing the
          alloy to reinforce the skeleton to
          withstand the weight and pressure
          Colonel Austin will now be capable
          of handling.

                                                  CUT TO:

A monitor that details the flow of the liqui-steel (not
unlike the one that detailed the flow of oxygen into Steve's
body in the pre-crash sequence).

                    OSCAR (V.O.)
          Once the alloy settles into place,
          it immediately hardens.  Blood
          cells will now be manufactured
          outside of the bone, by bio
          components that Doctor Killian's
          team have updated since procedure
          on the prototype...

FADE OUT OF VISUAL AND VOICE-OVER.  FADE INTO:

The steel tube being extracted.  The table flips back, facing
Steve up.  A new voice-over is already in progress.

                    OSCAR (V.O.)
          ... a system back-up, that will
          regulate usage and wattage of the
          generators -- the feature that
          caused contamination in the
          prototype.  To insure this never
          happens again, the containment unit
          is placed beneath the brain-stem.

                                                  CUT TO:

The back of Steve's neck -- opened, exposing the top of his
spinal cord.  A computer component is inserted and sewn in.

                    OSCAR (V.O.)
          The computer contains eight gig's
          of RAM, allowing optimum
          information processing and storage.
          From an access hook-up behind
          Colonel Austin's right ear, data
          may be entered and downloaded using
          an twenty-eight-eight processor...

FADE OUT AND INTO:

The Team removes Steve's good arm.

                    OSCAR (V.O.)
          ... due to weight displacement
          ratios, the existing arm will be
          removed to compensate for the
          replacement arm.

                                                  CUT TO:

One of the arms is extracted from it's preparatory fluid
bath.

                    OSCAR (V.O.)
          Each arm is fitted with it's own
          power source.  Through the process
          of micro-miniaturization, Doctor
          Killian's team has been able to
          update and streamline multiple
          nuclear generators that act as
          power cells for the limbs, allowing
          them to manipulate weights of up to
          one ton.  Simulated nerve-endings
          receive and process stimulus by
          sending electrical impulses first
          to the generators, then to the
          brain.

                                                  CUT TO:

The Team attaches the arm.

                    OSCAR (V.O.)
          While neurological pulses from
          Colonel Austin's brain will control
          the limbs as if they were his own,
          the limbs draw their strength from
          the generators.  This will
          alleviate Colonel Austin of the
          normal fatigue one would feel after
          extraneous activity.  As per Mrs.
          Sage's directive, a fail-safe
          device has been implanted...

FADE OUT AND INTO:

The bionic legs being attached.

                    OSCAR (V.O.)
          ... each leg can withstand impact
          of up to one ton, allowing for
          landings that would shatter normal
          legs.  Also equipped with the micro
          miniaturized nuclear generators,
          the legs will function at ten times
          the speed of the average athlete if
          so required...

FADE OUT AND INTO:

The eye, being inserted into Steve's head.

                    OSCAR (V.O.)
          ... as with the arm, removal of the
          existing, healthy eye is essential
          for optimum performance -- so as
          not to confuse the sensory portions
          of the brain with conflicting depth
          perceptions.  When utilized, the
          bionic eyes will capture and
          crystallize images up to one mile
          in distance.  Maximum range is
          approximately three miles, with
          built in tracking and targeting
          systems that allows for pin-point
          accuracy.  When special systems are
          not required, the eyes function
          normally; twenty, twenty for
          distances up to...

FADE OUT AND INTO:

Steve's face.  Needles are injected into Steve's cheekbones.

                    OSCAR (V.O.)
          ... the maxio-facial muscle layer
          in Colonel Austin's face will now
          act as malleable free-agent.  Using
          encoded DNA structures of over
          three hundred facial types, as well
          as time-released skin toners that
          are neurologically activated, the
          Visage Modification Enhancer will
          allow Colonel Austin to change the
          shape and color of his face at
          will.  Identity can be altered to
          resemble a wide variety of sizes
          and ethnicities...

FADE OUT AND INTO:

The skin that is attached over and around the shoulder area
where Steve's body and the bionic limb are joined.

                    OSCAR (V.O.)
          ... the entire epidermal layer that
          replaces the existing material is
          formed of a syncro-mesh bio-alloy,
          not all that different from
          medieval chain-metal.  Developed by
          integrating steel polymers with
          skin cultures harvested from
          prepuce removals, the new epidermis
          can withstand pressures of four
          hundred pounds without puncture.
          Flame retardant up to two hundred
          degrees and easily replaceable, the
          skin will function primarily as
          armor.

                                                 FADE TO:

The Team steps back.  The table -- bars still holding Steve
in place -- slowly shifts into an upright position, giving us
our first, complete view of the newly repaired, complete
Steve Austin -- BIONIC MAN.

INT.  RECOVERY ROOM - TWO WEEK LATER

Steve stands before a mirror.  Clad only in boxer shorts, he
studies his new body.  He looks as he did pre-crash.

Off the mirror, Steve examines his arm.  He extends it back
and forth, clenching his fist.  He pushes his finger against
the mirror.

He slides his finger across the reflective surface, leaving
the streak of a fingerprint.

Steve notes this, amazed.  He then looks to his bedside table
and spots a drinking glass.  He picks it up and crushes it in
his grip.  Opening his hand, he tosses the shards into the
trash and looks at his palm.

Not a mark.

Steve is taken aback.  Then he remembers something.  He looks
at what was his 'good' arm -- the one not damaged in the
crash.

The scars that were there no longer remain.

Oscar enters.  He gives Steve the once-over.

                    OSCAR
              (jokingly)
          Tired of having sand kicked in your
          face?  Try O.S.I.'s new Bionic
          Overhaul, and never be a wimp
          again.
              (chuckles)
          Come on, beefcake -- you ready to
          see what you can do?

                    STEVE
          They took my arm.

Steve's not in a joking mood.  Oscar deflates a bit.

                    OSCAR
          They had to.  To compensate for...

                    STEVE
          The robotics.

                    OSCAR
          Bionics.

                    STEVE
              (shaking his head)
          Is there any of me left?

                    OSCAR
              (points to his chest)
          This is you, Steve.

                    STEVE
          There's nothing to indicate I lived
          through that crash.  No one would
          ever know.

                    OSCAR
          Some of us will never forget.

                    STEVE
          I wanted those scars.  As a
          reminder of who I was.

                    OSCAR
          Who you are.  You're still the same
          man.

                    STEVE
          Men have scars, Oscar.  I'll never
          have scars again.  I'm without
          blemish.  I'm perfect.

                    OSCAR
          Perfect people don't bitch.

                    STEVE
          I just wish they'd left some scars
          or something.  To make me feel
          like... me.

Oscar looks at Steve for a beat.  Then he approaches him,
turns him around so his back faces the mirror, and lifts his
boxers a bit.  Oscar points.  Steve looks down.

There -- on his upper thigh, beneath his ass -- is the
'Africa' birthmark Steve had talked about.

Steve looks at it, then Oscar.  He smiles.

EXT.  MOUNTAIN RANGE - DAY

A BIO-TECHIE outfits Steve with a monitor.  He attaches it to
Steve's chest.  Another Techie velcro's shut a digital device
that looks like a beeper.  Steve straps on a head-set.

Killian, Rudy and Oscar sit before a bank of table-top
monitors in the fresh air of the Colorado Rockies.  Killian
speaks into a microphone.

                    KILLIAN
          Steve, we're going to be testing
          your speed today.  The course is
          laid out with markers along the
          trail.  We'll be able to monitor
          your heart-rate and velocity with
          the devices you're wearing.  We've
          got video monitors throughout the
          trail, so we'll never lose sight of
          you.

Steve limbers up a bit, listening to his instructions.

                    KLATCH (V.O.)
          Just relax and take it easy at
          first.  When you feel comfortable,
          pick up the pace -- but don't over
          do it.  This is just a trial run.

STEVE nods.  He begins jogging in place, then heads off into
the woods.

AT THE TABLE, the Team monitors.

                    KILLIAN
          Heart-rate normal.  He's doing
          fine.

                    RUDY
          Speed: five miles an hour.

STEVE trots along a path, past a marker.  We can hear the
sound of his breathing.

A CAMERA high in a tree pans with him as he passes.

THE IMAGE of Steve running is on one of the screens.  Oscar
watches it.

                    OSCAR
          He's passed the first marker.
          How's he doing?

                    KILLIAN
          Blood pressure normal.

STEVE passes between some tall trees, picking up his pace a
bit.  His breathing remains the same.

The MONITOR strapped to his leg jumps from five to ten.

BACK WITH THE TEAM -- their monitors reflect this.

                    KILLIAN
          He's sped up some.

                    OSCAR
          To what?

                    KILLIAN
          Ten miles an hour.

                    RUDY
          Heart-rate hasn't jumped yet.

                    OSCAR
          Interesting.

STEVE runs now.  He takes a hill in a few steps.  His
breathing is normal still.

BACK WITH THE TEAM -- The heart monitor beeps steadily along.

                    KILLIAN
          He's taken a thirteen foot incline
          without raising his blood pressure.

                    RUDY
          He's up to thirteen miles an hour.

                    OSCAR
          How long's he been at it now?

                    KILLIAN
          Ten minutes.

STEVE whips into a clearing.  He breaks into a sprint,
heading toward a mountain.  His breathing remains constant.

AT THE TABLE -- the monitor picks up to twenty five.  Then
jumps to thirty.

The Team goes wide-eyed.

                    OSCAR
          That monitor okay?

STEVE takes the mountain base, breaking nary a sweat.  His
breathing -- as always -- is unaffected.

AT THE TABLE -- the monitor is now at forty eight and
climbing.

Killian studies his data, eyes darting from the pages to the
monitors, to the video of Steve making his running climb up
the mountain base.

Rudy smacks the monitor that displays Steve's heart-rate.
Oscar's eyes jump between the two.

                    OSCAR
          Is that possible...?

                    KILLIAN
          We were expecting twenty five,
          thirty -- tops.

                    OSCAR
          His heart-rate hasn't jumped!

                    RUDY
          That's because he's expending very
          little energy.

                    OSCAR
          Not expending energy?!  He's
          running...
              (checks monitor and goes
               wide-eyed)
          ... SIXTY MILES AN HOUR!

                    RUDY
          But the bionics are doing the work.
          His cardiovascular isn't being
          taxed.  As far as he body's
          concerned, he's doing nothing more
          strenuous than walking.

STEVE'S FEET dig into the earth, pushing his running climb.

The MONITOR on his leg reads SEVENTY FIVE.

THE TEAM stares at their monitors, dumb-founded.

STEVE reaches the peak of the mountain and comes to a stop.
He raises his hands triumphantly -- the 'broken' man
returned.

ENDURANCE TEST MONTAGE BEGINS --

1)  Steve in the weight room.  Killian inserts a pin into the
    weight pile (two hundred).  Steve lays back and places
    his hands on the grips.  He pushes up oh-so-easily.

2)  The eye test -- on what resembles a shooting range.  Rudy
    hangs an eye chart on two pegs.  He has Steve cover one
    eye and read.  He does.  Rudy pulls a switch and the eye
    chart drifts backwards ten feet.  He urges Steve to read
    it again.  Steve does.

3)  Steve in the weight room again.  Killian sets the pin
    again (this time four hundred).  Steve again pushes it up
    with zero sweat.

4)  The eye test again -- the chart is back against the wall.
    Steve moves to cover his eye and read it again, but Rudy
    stops him.  Rudy then turns off the lights.  The screen
    goes black.  Then, we switch to STEVE'S P.O.V. -- and
    infrared glow fills the screen.  We see everything in
    night-vision.  It zooms in on the chart, giving us a
    crystal-clear view.

5)  In the weight room -- C.U. on Killian, straddling the
    bench, inserting the pin into the heaviest weight.
    Suddenly, he shifts forward, his eyes darting about.  He
    grabs onto the bench.  Cut-out to reveal Steve lifting
    the entire bench -- weights, seat, base and Killian --
    over his head.  He smiles up at Killian.

6)  Outside, Steve runs again -- this time slo-mo;
    reminiscent of that shot from the opening of the old
    show.

INT.  DEBRIEFING ROOM, SLAB-ROCK - DAY

Steve sits at a conference table.  Across from him sits
Oscar.  Behind them, a blank screen.

                    OSCAR
          How do you feel, Colonel Austin?

                    STEVE
          Sore.  Rudy and Killian have
          developed worse endurance trials
          than Idi Amin.

                    OSCAR
              (laughs)
          Give a scientist any sort of
          budget...

They chortle for a moment, then fall into silence.

                    OSCAR
          I can't tell you how glad I am
          that...

Oscar's at a loss for words.  Steve nods.

                    STEVE
          I know.  And I thank you, my
          friend.  What you're done for me is
          nothing short of amazing.
              (beat)
          But I'd like to know why.

                    OSCAR
              (smiles)
          Cut right to the chase.

Steve smiles.  Oscar stands.

                    OSCAR
          Steve -- it is our hope that you'll
          come to work for us at O.S.I.

Steve is flabbergasted.

                    STEVE
          You're... you're O.S.I.?

Oscar shrugs and nods.

                    OSCAR
          I'm sure you've heard many rumors
          about what it is exactly that we do
          at O.S.I.  Some of them are
          probably true... well, most of them
          are probably true.

Oscar motions to the back of the room.  The lights dim, and
images begin filling the screen behind Oscar.  The first one
is of Kennedy's assassination.

                    OSCAR
          This is what created us.  After the
          Kennedy assassination, we were set
          up to police our government's
          various agencies, and for years we
          did just that.

An image of Nixon's farewell address fills the screen.

                    OSCAR
          Sometimes we were effective...

An image of Reagan's attempted assassination replaces it.
Oscar shrugs.

                    OSCAR
          ... Sometimes we weren't.  But
          where we found ourselves to be most
          efficient was in world politics, or
          more precisely, areas of world
          politics where the C.I.A. and
          N.S.A. couldn't even make moves
          without creating international
          incidents.

An image of gas-lines from the seventies fills the screen.

                    OSCAR
          Making sure things like this...

An image of Quadaffi replaces it.

                    OSCAR
          ... and this, came to a quick end.
          We've never been detected, and
          we've never dropped the ball.

                    STEVE
          Kind of stuff you're dealing in, I
          should hope not.

                    OSCAR
          I'm not going to lie to you -- it's
          pretty cloak and dagger stuff.

                    STEVE
          Spying?  In this day and age?

                    OSCAR
          We call it Pre-emptive Defense.
          Short-fuse potential problems
          before they become just that.

                    STEVE
          And you think I fit the profile?

                    OSCAR
          If you didn't before, with your
          potential now... well, let's just
          say I'm glad someone with your
          capabilities is on our side.

Steve inhales deeply, exhales and shrugs.

                    STEVE
          Is there some sort of secret
          handshake you're supposed to teach
          me here?

                    OSCAR
              (smiling)
          So you're in?

                    STEVE
              (beat)
          What's the mission?

EXT.  SKIES OVER NEW YORK - DAY

A commercial AIRLINER soars through the clouds.

                    OSCAR (V.O.)
          There's an international Automobile
          Manufacturer's Trade Conference in
          New York City this weekend.  The
          chairman of Atoya Motors, Toshiro
          Taskagi, will be delivering the
          keynote address.  He's the man
          we're investigating.

INT.  AIRLINER - DAY

Steve sits in a first class seat, studying a data chart.
He's dressed in a suit.

                    OSCAR (V.O.)
          We'll supply you with an identity
          that'll gain you access into every
          aspect of Taskagi's dealings.  Once
          inside, the objective is to
          investigate Taskagi himself --
          download his files, talk to his
          people; if possible, interrogate
          him.  But at no point is he to be
          made aware of your agenda.  Keep it
          all friendly.

Steve studies FILES on a Taskagi executive -- NGUYEN YOSHI.
His photo peaks out from beneath the pile.

                    OSCAR (V.O.)
          The Neural-Translator you've been
          equipped with will allow you to
          'understand' Japanese, but speaking
          the language will be a different
          matter altogether.

Steve pulls a small device that resembles a micro-cassette
recorder from his briefcase.  He inserts a thumb-size micro
disc into it.

                    OSCAR (V.O.)
          Doctor Killian has assembled a
          rudimentary breakdown of the most
          basic elements of the language,
          skewing heavily toward vehicle
          manufacture and business -- as they
          are more necessary for your mission
          than simply learning dirty words.
          Good luck, Steve.  I'll see you in
          washington.

Steve pulls a pillow from under his feet.  He places the
pillow behind his head and leans back.  He looks around
furtively, then extracts a cord from the device, plugging it
into the base of his neck, beneath his hair.  He leans back
and closes his eyes.

The device activates.  It's tiny monitor reads 'DOWNLOADING'.

EXT.  J.F.K. AIRPORT RUNWAY - DAY

The Airliner touches down in New York.

EXT.  TRUMP PLAZA HOTEL - DAY

Steve steps out of a cab, paying the driver.  A bellhop grabs
his bag.  A banner out front reads 'WELCOME WORLD AUTO
INDUSTRY'.

INT.  HOTEL BAR - NIGHT

Steve enters the bar, dressed in a tuxedo.  He looks around
and spots...

NGUYEN YOSHI -- the Taskagi exec whose file Steve was
studying on the plane.

A WAITRESS passes Steve and he grabs her.

                    STEVE
          Excuse me -- Miss?

                    WAITRESS
          What can I get you?

                    STEVE
          My friend over there -- I'm playing
          a joke on him.  I know this is
          going to sound unorthodox, but I
          can pay you for your effort.

                    WAITRESS
          What do you want me to do?

                    STEVE
          Here's my idea...

Steve begins whispering in the girl's ear.  He holds up his
room key, shaking it toward the offscreen Nguyen.  The
Waitress laughs and nods.

AT NGUYEN'S TABLE -- the Waitress joins him.  Nguyen studies
paperwork.

                    WAITRESS
              (sing-songy)
          Hi, Nguyen.

Nguyen looks up, taken aback.  He looks around, then back at
the girl.

                    WAITRESS
          Yes -- you, handsome.

                    NGUYEN
          I'm sorry -- have we met?

                    WAITRESS
          No, but we're going to... if you'd
          like.

She slips the room key into his lap.  Nguyen looks around,
shocked, then back at the Waitress.

                    WAITRESS
          Twelve eleven.  Now.

She rubs his head gently and exits.  Nguyen watches her go,
amazed.  He looks around, then at his paperwork.  He tosses
the paperwork into his briefcase and hurries out of the bar.

Steve and the Waitress watch him go.  They giggle.  Steve
hands the Waitress a hundred dollar bill.

                    STEVE
          Can't thank you enough, my dear.
          This will be one surprise party
          he'll never forget.

Steve heads off.

INT.  HOTEL - ELEVENTH FLOOR - NIGHT

Nguyen steps out of the elevator and looks at the directions
to the room.  He hurries in that direction.

INT.  HOTEL ROOM - NIGHT

A key is heard being inserted into the door.  The door opens,
and Nguyen stands there, hesitating.

                    NGUYEN
          Hello?

                    WAITRESS' VOICE
          Hi, Nguyen!

Steve hides behind the corner wall.  He speaks but we hear
the girl's voice.

                    STEVE
              (in Waitress' voice)
          Well get in here, you sexy thing.

Nguyen shuts the door behind him and hurries into the room.
Once he rounds the corner, Steve nerve-whacks him in the
neck.  Nguyen goes down, out cold.  Steve carries him to the
bed and checks his pulse.  Satisfied, he begins tying the man
to the bed-frame.

INT.  HOTEL ROOM - LATER

Steve finishes taping Nguyen's mouth closed.  Then he takes a
stationary position over him and stares.

C.U. ON Nguyen's face -- passed out.

C.U. ON Steve's face -- concentrating.

STEVE'S P.O.V. -- changes from normal vision to digital read
out.  It contours the unconscious man's face, measuring,
cross-checking.  At the bottom of the 'screen' a read-out
says 'VISAGE MODIFICATION ENHANCER ACTIVATED'.

C.U. ON Steve's face -- as it slowly morphs into Nguyen's.
Except for the mouth.

Steve looks in the mirror and is caught off-guard.

                    STEVE
          My God...

Then he notices the mouth.  He looks at it, puzzled -- then
looks back at Nguyen.

                    STEVE
              (to himself)
          Duh, Austin.

He removes the tape from Nguyen's mouth and stares at him
again.

C.U. ON Steve's mouth -- as it takes the shape of Nguyen's.

The phone rings.  Steve answers it, speaking in Nguyen's
voice.

                    STEVE
              (as Nguyen; in Japanese)
          Yes?

                    PHONE (V.O.)
              (in Japanese)
          Taskagi-san wants to speak to you
          before his speech.  We're in his
          suite.

                    STEVE
          I'll be right there.
              (beat)
          What room is that again?

INT.  TASKAGI'S ROOM - NIGHT

Taskagi addresses someone offscreen.

                    TASKAGI
              (in Japanese)
          I don't trust my nephew any longer.
          There are things he's involved
          with... well, I have suspicions
          he's involved with...
              (beat)
          I fear for my life, Nguyen.

Steve-as-Nguyen sits across from Taskagi.  He struggles for
something to say.

                    STEVE
              (as Nguyen; in Japanese)
          What is it that leads you to this
          belief?

                    TASKAGI
          I suspect that he's made alliances
          with...

There's a knocking at the door.  Steve-as-Nguyen answers it.
A Japanese BODYGUARD leans in.

                    BODYGUARD
              (in Japanese)
          They've started.  Taskagi-san is on
          in five minutes.

                    STEVE
              (as Nguyen; in Japanese)
          They'll have to wait.  Taskagi-san
          needs some...

Taskagi places his hand on Nguyen's shoulder, shaking his
head gently.

                    TASKAGI
              (in Japanese)
          This old fool was just prattling
          on, Nguyen.  Pay no heed.

He steps out of the room and into the hallway, patting the
Bodyguard on the back.

                    TASKAGI
          Besides -- I have Gon to watch over
          me.
              (to Gon)
          Isn't that right, Gon?

Gon smiles and nods.  He taps his watch.  Taskagi nods and
turns to Steve-as-Nguyen.

                    TASKAGI
          We should go.

                    STEVE
              (as Nguyen)
          If permitted, I have to use your
          bathroom, Taskagi-san.

Taskagi waves Steve-as-Nguyen on.  He closes the door to the
room, leaving Steve alone.  Steve leaps into action, heading
for Taskagi's closed laptop.  Taking a seat in front of it,
he pulls up his sleeve and opens a panel in his arm.  He taps
a few keys.

                    STEVE
              (still as Nguyen; in
               Steve's voice)
          Breaker one, nine -- this is the
          Tin-Man.  You got your ears on,
          Solid Gold?

EXT.  O.S.I. BUILDING, WASHINGTON D.C. - NIGHT

An establishing shot of the by-now familiar O.S.I.
Headquarters.

                    OSCAR (V.O.)
          That's a big ten-four, Tin-Man.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

In a room filled with computers, screens scroll with data
readouts, L.E.D., infrared, body-temps, graphs -- all
awaiting link-up with Steve.  Technicians cover every aspect,
while Oscar and Sage look on.

                    OSCAR
          Have you been to see the Wizard?

                    STEVE (V.O.)
          Affirmative, Solid Gold.

                    OSCAR
          I assume the cloak worked.  But
          how's your Japanese holding up?

INT.  HOTEL ROOM - NIGHT

Steve types away at the terminal, speaking aloud.

                    STEVE
          Keep the chatter down to a Beavis
          like monosyllabic banter, and I'm
          ice cream.
              (shakes his head)
          Have to say, though -- he doesn't
          seem like the mercurially type.
          And another thing -- he's scared.

                    OSCAR (V.O.)
          What of?

                    STEVE
          Mentioned a nephew, who's
          apparently not here.

Steve plugs a disc attached to a wire into the base of his
neck.  He slips the disc into Taskagi's computer.

                    OSCAR (V.O.)
          Yes, he's our next line of
          investigation, but for now, you
          stick to the old man.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar switches on a monitor.

                    OSCAR
          You ready to uplink?

                    STEVE (V.O.)
          That's a go, Solid Gold.

INT.  HOTEL ROOM - NIGHT

Steve punches digits into his paneled-arm-control-pad.

                    STEVE
          I'm online... now.

Steve taps a key in his arm.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

The screen fills with Steve vital stats, as well as his
P.O.V. from Op-Mon.  Oscar and his team can see what Steve
sees, hear what Steve hears, survey possible damage, and keep
track of Steve's health on a moment to moment basis.

Oscar looks at the monitor that displays Steve's P.O.V.  We
see the laptop Steve's working on.  He's scrolling through
data.

                    OSCAR
          Colonel, would you do Mrs. Sage
          and I the pleasure of checking a
          mirror, please.

INT.  HOTEL ROOM - NIGHT

Steve gets a perplexed look on his face.  He looks up from
the terminal.  A mirror hangs on the wall in front of him.
He stares into it, then understands.

                    STEVE
              (singing)
          If you want to know who we are...

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

On the monitor, we see the face of Nguyen.

                    STEVE
              (continuing singing)
          ... we are gentlemen of Ja-pan.

Oscar and Sage are taken aback.  Sage then smiles.

                    SAGE
          Amazing.

                    OSCAR
              (to Steve)
          Can you do 'Three Little Maids From
          School' while transmitting
          Taskagi's files?

INT.  HOTEL ROOM - NIGHT

The laptop screen reads 'DONE'.

Steve unplugs the wire from the back of his head.  From the
panel in his arm, he extends a micro-antenna.  He taps some
keys, his head bopping back and forth from side to side.

                    STEVE
          Transmitting.
              (singing)
          'Three little maids from school,
          are we...'

INT.  HOTEL BALLROOM - NIGHT

The SPEAKER is at the podium, addressing a crowded room full
of well-dressed automobile executives, seated at tables,
finishing dinners.

                    SPEAKER
          And now, without further ado --
          from Atoya Motors, Japan.  The
          Chairman and C.E.O. -- Hyatti
          Taskagi.

From backstage, Taskagi steps out toward the podium, leaving
behind his Bodyguard.  The Bodyguard looks over his shoulder,
noting two COPS standing by the curtains.  He then eyes the
crowd, scanning.

BODYGUARD'S P.O.V. -- some security GUARDS by a set of doors
that lead out of the Ballroom.  Pan over to another set of
doors, where two COPS are chatting quietly.  Pan up to a
PICTURE WINDOW high above the floor, unguarded.

The Bodyguard then looks to Taskagi as he stands at the
podium, smiling at the applause he's receiving from the
crowd.

                    TASKAGI
              (with difficulty)
          You'll have to forgive my
          English... which I learned mostly
          from watching Woody Woodpecker
          cartoons.

The crowd laughs.  Taskagi smiles.

INT.  HOTEL HALLWAY - NIGHT

Steve-as-Nguyen exits Taskagi's room, pulling the door closed
behind him.  He walks briskly down the hallway, 'talking' to
Operations Monitoring.

                    STEVE
          Austin out of the boudoir, heading
          for what I'm sure will be a
          scintillating lecture.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar smiles at Sage.  A Techie hands them some data.

                    OSCAR
          Just got the stuff you sent.
          Perfect.  Your Communications
          Networking Processor is functioning
          at an optimum.

                    STEVE (V.O.)
          So's my bladder.  I'm going to hit
          the bathroom, so I might be losing
          you folks for a bit.

                    SAGE
              (into headset)
          Colonel Austin, this is Mrs. Sage.
          We'd like to continue monitoring
          from Operations, and I'd be
          hesitant to break that connection,
          just as a precaution.  Stay online.

INT.  HOTEL BATHROOM - NIGHT

Steve enters, shaking his head.

                    STEVE
          Well folks, you see -- I'm pretty
          big on bathroom privacy.

                    SAGE (V.O.)
          Oh for God's sake, Colonel Austin --
          if you don't look down we'll never
          see it!

Steve slips on the floor, losing his footing a bit.  He
rights himself, and looks back at the source of his stumble.

From the bottom of a closet door, a small viscous puddle of
red and white juice pools.

Steve stares at it.

                    STEVE
          You getting this?

                    OSCAR (V.O.)
          Cleaning solution of some sort?

                    STEVE
              (approaching door)
          Perhaps...

Steve tries the door.  It's locked.  He looks around briefly,
then pulls the door off it's hinges.  Out falls a body --
nearly nude.

                    STEVE
          Mister Clean, Oscar?

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar and Sage recoil at the sight.  On the monitor is the
image of the body -- head bashed open like a cantaloupe,
leaking the blood and cranial fluid that Steve slipped on.

                    STEVE (V.O.)
          New York, New York -- it's a
          helluva town.  Any suggestions?

                    OSCAR
          Anyone we know?

INT.  BATHROOM - NIGHT

Steve reaches down and turns the body over.  It's the
Bodyguard, Gon, who had picked up Taskagi.

                    STEVE
          Oh my God.

                    OSCAR (V.O.)
          Steve?  Steve, what is it?

But Steve's already on the move.  We see his feet rushing
past the fallen Bodyguard and out the door.

INT.  HOTEL LOBBY - NIGHT

Steve rushes past Convention revelers and other guests,
heading toward the Ballroom doors.

                    STEVE
          If you people have any sort of
          backup, I'd suggest calling it in.
          Something's going down here.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar watches Steve's P.O.V. on the monitor, as it rushes
toward huge doors.

                    STEVE (V.O.)
          Looks like our man Taskagi's made a
          run for it.

Oscar and Sage exchange knowing glances.

INT.  BALLROOM - NIGHT

The doors are thrown open, as Steve-as-Nguyen rushes in.
Some people shush him, urging for the closure of the doors.
Steve then recognizes the voice of Taskagi and looks to the
stage.

Taskagi is continuing his speech to the seated
Conventioneers.

Steve looks perplexed.  He quickly cases the room and heads
toward the stage.

                    TASKAGI
          ... it is this precise level of
          craftsmanship that I refer to.  A
          mark of pride and quality that this
          industry has forgotten since
          assembly-lines are now almost
          ninety percent mechanical.  Which
          is why my plan for Atoya is to have
          the robotic lines phased out in
          favor of manned-assembly lines --
          by the turn of the century.

The crowd breaks into applause.  Taskagi bows, smiling.

Steve-as-Nguyen heads for the backstage area.  Suddenly, a
Japanese SUIT grabs him.

                    SUIT
              (in hushed tones)
          Nguyen!  You've missed almost the
          entire speech!  Come -- sit with
          us!

Trapped, Steve-as-Nguyen allows himself to be seated at a
large table of other Atoya Execs.

Taskagi settles the crowd with hand-gestures.

                    TASKAGI
          I realize that many of you must
          think I'm crazy.

The crowd titters.  Taskagi smiles.

                    TASKAGI
          Yes -- it was my company that
          started the unmanned lines years
          ago.  But when I think of how many
          jobs that practice has
          eliminated... when I think of the
          families who were affected by this
          so many years ago... I am filled
          with shame.

At the table, Steve-as-Nguyen fidgets in his seat, casually
searching the room.

                    TASKAGI (O.S.)
          For it is the human element that
          makes any manufactured product
          worthy of purchase.

Backstage, the Bodyguard is no longer standing in his place.
The Two COPS that were standing by the curtain are crumpled
heaps on the floor.

                    TASKAGI (O.S.)
          It is the human element that builds
          companies and sustains life.

Taskagi stands at the podium, fully engaged in his own
speech.

                    TASKAGI
          And it is the human element that
          keep our's as a world not run
          entirely by soul-less machines.

At that moment, Taskagi's chest explodes into the crowd -- a
fist propelling his bones and guts out the hole it makes.

The Crowd screams and disperses madly.  Steve-as-Nguyen looks
up sharply.

At the podium.  The Bodyguard withdraws his arm from the
gaping chest wound it created in the now-dead Taskagi.  He
lifts the body over his head and hurls it into the crowd.

Taskagi's body lands hard on the Atoya Execs table -- much to
the occupants' horror.  Steve looks from the body to the
stage.

On the Stage, a team of Security Guards rush the Bodyguard.
Quickly and violently, he dispatches them -- in a very
familiar fashion.

Steve struggles to get through the rapidly fleeing crowd.

                    OSCAR (V.O.)
          Steve, what are you doing?!

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar leans into the mic, watching the mayhem on the monitor.

                    STEVE (V.O.)
          What do you think I'm doing?!  That
          guy up there is dead in the
          bathroom, yet he somehow managed to
          punch a hole through Taskagi!

                    OSCAR
          Do not approach the subject...

Sage slaps Oscar's arm and shoots him a fiery look.

                    OSCAR
          Repeat -- do not approach the
          subject, Colonel Austin!
              (to Sage)
          He's not ready for this.

                    SAGE
          Bullshit.  Let's find out.

                    OSCAR
              (into mic)
          Do not appro--

Sage grabs her head piece and barks into it.

                    SAGE
          Colonel Austin -- apprehend the
          suspect immediately!  That's an
          order!

INT.  BALLROOM - NIGHT

Steve-as-Nguyen tries to rush through the fast-fleeing crowd
but can't.  Finally, he LEAPS OVER them -- about twenty yards
-- and onto the edge of the stage.

The Bodyguard is engaged in dispatching more COPS when Steve
lands.  He doesn't see the approaching Austin.  He cracks the
neck of the last Cop and looks up.

A large, ornate CHANDELIER hangs above the crowd.

The Bodyguard leaps from the stage, twenty feet into the air,
just as Steve-as-Nguyen is about to grab him.

The Bodyguard lands on the Chandelier, causing it to shake
and swing beneath his weight.  He looks to the PICTURE WINDOW
far across the others side of the room.

Steve-as-Nguyen is flabbergasted.

                    STEVE
          Who is this guy?

He himself then makes the leap at the Chandelier, landing
mere feet from the Bodyguard.  The Bodyguard offers a puzzled
double-take.

Steve locks eyes with the Bodyguard, then allows his own face
to morph back into it's true shape -- that of Steve Austin.

                    STEVE
          Fun's over, Big Guy.  Come quietly
          or this gets ugly.

The Bodyguard is shocked by this momentarily, then smiles
widely.

                    BODYGUARD
          Well -- they finally updated the
          roster.

He allows his own face to morph back into it's natural shape
-- that of KLATCH.

Steve goes wide-eyed at the transformation -- perhaps more so
when Klatch takes a second to rip off the temp-skin that his
previously exposed metal features.  Klatch looks down at the
crowd below.

BODYGUARD'S P.O.V. -- Still amassed, the crowd rushes about,
fleeing.

Klatch looks at Steve and smiles.  He punches one fist into
the ceiling, followed by the other.  He lifts himself off the
Chandelier, and kicks at the buckle that keeps the massive
light attached to the ceiling.

Steve clings to the Chandelier as it sways -- first from
Klatch's leap-off, then from his assault.

Klatch kicks the buckle squarely, and the Chandelier breaks
free, falling toward the floor -- Steve atop it.  Klatch
laughs, pulling his fist from the ceiling and punching it in
again a bit farther away, mimicking the move with the other
hand.  He does this repeatedly, 'climbing' across the
ceiling, moving toward the Picture Window on the other side
of the room.

Meanwhile, as the Chandelier falls, Steve flips himself off
it, leaping toward a blank spot in the crowd below.

He lands and throws his arms up, catching the Chandelier and
absorbing the shock.  Once people have cleared away, he sets
it down and looks across the room.

Klatch has made his way toward the Picture Window.  Below
him, Cops fire their guns.  The Bullets -- while hitting
their intended target -- seem to have zero effect.  He
reaches the Picture Window and hurls himself through it.

Steve -- surrounded by a curious crowd -- watches the
offscreen action.

                    STEVE
              (to crowd)
          Excuse me.

Steve dashes through the crowd -- dodging the occasional
roadblock -- and leaps through the shattered Picture Window
himself.

EXT.  HOTEL - NIGHT

Landing on the pavement below, Steve looks up.

Klatch leaps from car rooftop to car rooftop on the unusually
fast-moving traffic of the N.Y.C. streets.

A Squadron of Police Cars and S.W.A.T. trucks screech up in
front of the Hotel.  The CAPTAIN rushes out, surveying the
mess.  He spots Steve standing amidst the broken glass and
cement from the shattered picture window, and urges everyone
to take defensive positions as he draws his gun.

                    CAPTAIN
          FREEZE!  PUT YOUR HANDS IN THE AIR!

Steve looks to the Captain and assembled Police.  He realizes
that they're talking to him and moves toward them.

                    STEVE
          I'm not the...

The Captain and the Police Team freak.

                    CAPTAIN
          FIRE!

The assembled Police open fire on Steve.  He's thrown back
into the exterior of the Hotel behind him, dropping to his
knees.

The firing ceases.  The Police look at their handiwork
nervously.

Steve shakes off his daze.  The Cops look on, amazed as he
steps past them, eyeing the Captain angrily.

                    STEVE
          This isn't L.A., you know.

Steve jumps into the air, grabs onto a STREETLIGHT, and spins
himself into a swing across the four-lane Ave., landing into
a perfect sprint down an alley.

EXT.  CITY STREET - NIGHT

Steve runs at breakneck speeds, eyes darting in every
direction.

STEVE'S P.O.V. -- Infrared images with Body-Temp enhancements
flash on an L.E.D. graph that switches every few seconds with
every direction Steve looks in.  Then it zeros in on one
figure.  A distance readout at the bottom displays '600 m.',
then flashes to '300 m.' as the figure becomes more
recognizable, then flashes repeatedly until it reads '10 m.'.
The figure is Klatch.  He rushes into a subway entrance,
effortlessly throwing people to the side in great distances
as he passes.

Steve picks up speed, dashing through traffic and over cars
-- reaching the same Subway entrance in seconds.

INT.  SUBWAY PLATFORM - NIGHT

Bruised and battered bodies line a path that Steve follows.
The sound of an approaching subway rattles the terminal.

Suddenly, the window of a token booth explodes, as Klatch
hurls himself at Steve, knocking them both off the platform
and onto the rails below.

Steve and Klatch stumble to their feet and immediately trade
blows -- Klatch throws a punch that Steve deflects into the
wall, shattering cement and tile.  Klatch kicks his knee up,
catching Steve in the abdomen.  He pulls his fist out of the
wall and slams it into Steve's head, dropping him.  Klatch
grabs Steve's head and attempts to twist.  Steve struggles in
his grip.  Klatch's face belies shock at his own inability to
snap Steve's neck.  He opts instead to bash Steve's head
against the ground.

And a TRAIN whips around the bend, heading toward them.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

On the monitors, we get a view of the filthy subway-tunnel
ground and Klatch's leg.  Oscar checks the readouts.

                    OSCAR
          Some internal injuries, but his
          processors are intact and
          functioning at peak.

                    SAGE
          This is almost out of hand.  He's
          exposed himself and jeopardized the
          program.
              (beat)
          It may call for the Fail-safe.

                    OSCAR
              (suddenly ferocious)
          NO, GODDAMMIT!

Sage reacts to Oscar's outburst.

                    OSCAR
          He's fighting for his life,
          Margaret -- and you put him in that
          position!
              (beat)
          Give him a few more minutes.

INT.  SUBWAY PLATFORM - NIGHT

Steve frees a hand and reaches up, grabbing Klatch by the
neck and pulling him forward.  He flips Klatch, slamming his
exposed metal face into the third rail.  Sparks fly, as Steve
holds Klatch there momentarily, then pulls him up off the
tracks, out of the way of the approaching train.

On the platform, Klatch kicks Steve solid in the chest,
sending him sprawling across the floor, knocking what few
people remain on the platform down.

Klatch then leaps back towards the tracks, into the path of
the coming train.  He punches his hands through the ground,
and pulls -- straining.  The tracks break free from earth
with sparks, and Klatch twists them upwards, toward the
platform -- leaping away just in time as the Train -- horn
blaring -- is almost on top of him.

Steve shakes off his stupor and sees what Klatch has hatched.
He sees the Train heading -- emergency brakes screeching --
heading for the twisted track/ramp, looks to the bystanders
-- both standing and injured -- and reacts.

                    STEVE
              (screaming)
          RRRUUUUUUUUNNNNNNNN!!!

The bystanders scramble, as the Train -- unable to stop --
hits the crumpled track/ramp and jumps the platform.

Steve lifts his foot and brings it slamming through the
platform -- lodging it firmly into the ground.  He does the
same with his other foot and braces himself, throwing his
arms out at the approaching Train.

The Subway Train, teetering onto it's side, races at Steve --
impacting at about fifty miles per hour.  It pushes Steve
forward as he digs his fingers into the steel, getting a
grip.  Steve's feet race backwards through the floor of the
platform, as Steve tries like mad to slow the speeding car
down.

A DRUNKEN BUM sucks with all his might from a turnstile token
slot.  He lifts his face, smiling -- a Token between his
lips.  Then his eyes bug.

Steve and the Train are rushing at him.

The Token drops out of his lips and he dashes up the stairs,
just as the Train smashes through a nearby wall.

Steve manages to hold on, pushing against the force of the
Subway.  The pair burst through pillars and security gates,
smashing against walls along the way.

Ahead, a MOTHER pulls madly at her small SON who's jacket is
caught on a turnstile.  The kid cries, the mother screams.

Steve looks back over his shoulder and sees the Mother and
Son directly in his path.

His heels dig deeper into the ground, sending debris and
sparks flying.

The Mother pulls frantically at her Son.

Steve's face is one large grimace of pain, as the Train slows
down from his effort.

His heels dig even deeper into the ground.

The Subway throws less sparks as it grinds to a slow halt.

Steve and the Train decelerate to a stop -- mere inches from
the Turnstile-trapped Son.  For a moment, all is quiet.

Then the Mother rushes to her child -- tears of joy streaming
down her face.

INT.  O.S.I. OPERATIONS MONITORING - NIGHT

Oscar surveys the scene from the Monitor.  He looks
Heavenward.

                    OSCAR
              (mouthing it silently)
          Thank you.

He looks to Sage.  Sage frowns.

                    SAGE
              (getting up)
          Bring him in.

INT.  SUBWAY PLATFORM - NIGHT

Steve releases the Train, and pulls his feet out of the
ground.  He looks back past the path of destruction he and
the Train left.

Lots of damage, but no dead or smashed bodies... and no sign
of Klatch.

Steve looks around, slowly -- exhausted.  He turns to the
Mother and Son, as Emergency Teams pile down a nearby
stairwell.  The Mother now holds her free Son, weeping
happily.

                    MOTHER
              (through tears)
          I... I don't know how... but thank
          you, sir!  Thank you so much!
          Thank you so...

Her expression changes into one of first confusion, then
disgust and horror.  She screams and points at Steve.

Steve looks down -- there is exposed metal and wiring poking
through his skin.

He moves toward the Mother and Son.

                    STEVE
          It's okay...

They both scream, and dash away.

                    SON
              (as they flee)
          It's the Terminator, Mommy!  Run!

Steve watches them go, then looks around at the crowd that
surrounds him.

People whose lives he just saved, rescue workers, T.V. News
crews all stare at him speechless.

Steve looks from the crowd to his injuries, then back again.

                    STEVE
          What?!  What are you... what are
          you looking at?!?

The crowd says nothing -- just stares silently.  Filled with
hurt, Steve's eyes dart from person to person.

                    STEVE
          WHAT THE HELL ARE YOU LOOKING
          AT?!?!

He dashes through their midst and takes the stairs, three by
three.

EXT.  CITY STREET - NIGHT

As Fire Trucks and Emergency Vehicles, Police and crowds
flood the street, Steve sprints through their masses, running
like mad into the night.

EXT.  KENNEDY AIRPORT - NIGHT

A private JET sits on the runway.  Asaki paces back and forth
in front of it, looking to and fro for someone.  Then his
expression hardens as his eyes fall on...

Klatch, still in his shredded tux, racing toward him.

                    ASAKI
          What took you so damn long?

                    KLATCH
          I ran into a friend.

                    ASAKI
          And my Uncle?

                    KLATCH
          Deader than grunge, deader than
          button-fly...

Asaki suddenly crumples forward, his spine crushed.  He drops
to the ground, revealing Gilgamesh standing behind him,
bending down to wipe his blood-soaked hand on Asaki's suit.
Klatch looks down at the fresh corpse.

                    KLATCH
          But not deader than you.
              (to Gilgamesh)
          I trust you secured his account
          numbers and access codes before
          doing that.

Gilgamesh nods.  Klatch smiles.

                    KLATCH
          Well then let's break out the
          bubbly -- we are now, officially
          free agents.

EXT.  RUNWAY - MINUTES LATER

The door of the jet closes as the craft begins an unscheduled
taxi, rolling over Asaki's body.

INT.  JET COCKPIT - NIGHT

Gilgamesh drives as Klatch joins him, now tux-less.

                    TOWER (V.O.)
          K-L 37, this is the tower.  You do
          not have clearance for taxi or take
          off... K-L 37 do you copy?

Klatch smashes the speaker with his fist.  Gilgamesh regards
this briefly.  Klatch kicks back in the co-pilot's seat.

                    KLATCH
          This thing have enough tank to get
          us back to the compound?

Gilgamesh nods.

                    KLATCH
          Good.  We've got some massive
          preparations to make.  I believe
          we'll be expecting company -- soon.

Klatch looks out the windshield, smiling.

EXT.  RUNWAY - NIGHT

The Jet cuts off a commercial airliner as it taxi's, forcing
it to veer off.  The Jet leaps into the sky, narrowly missing
a landing airliner, which then lands haphazardly.

EXT.  SUBURBS, WASHINGTON D.C. - NIGHT

Steve runs at high speed down a deserted suburban street.  He
slows to a stop and puts his hands on his knees, not
breathing very heavily -- especially for someone who just ran
over three hundred miles straight.  He looks up.

Across the street sits his former house -- the one he shared
with Jamie.

Steve stares at it, lost in thought.  Then a car pulls up.
Steve ducks behind a tree.

The Car pulls into the driveway.  The door opens.

Steve's face goes pale.

Jamie steps out.  She struggles to balance her book bag and
two sacks of groceries, while closing the door with her foot.
She lifts her book bag to her mouth and grabs the strap with
her teeth, while fishing around inside for keys.

                    STEVE (O.S.)
          Jamie?

Jamie freezes.  She recognizes that voice.  Her suddenly wide
eyes slowly pan right and fall on something she finds
unbelievable.

Steve -- her dead lover -- stands on her front lawn.

Jamie faints.

Steve rushes and catches her before she hits the ground.
Lifting her, he grabs the keys from her bag and carries
Jamie's unconscious form to the door.  He opens the door and
disappears momentarily.  He emerges again and begins
collecting the scattered groceries.

INT.  BEDROOM - NIGHT

Jamie is out cold on the bed.

Steve sits beside her, gazing at her face.  He's changed out
of his damaged tux -- presumably into clothes that he'd owned
pre-crash.  His sweatshirt and jeans conceal the damaged
patches of his body and the exposed circuitry.  Steve begins
stroking Jamie's hair.  He touches her cheek lightly, then
her forehead.  Jamie's eyes flutter, and she hazily comes to.
She looks up at Steve, confused.

                    JAMIE
          Am I dead?

Steve shakes his head no.  Jamie takes this in.

                    JAMIE
          Are you?

Steve stares at her for a moment and smiles, then shakes his
head no again.

Jamie looks up at him, taking this in.  Then she lashes out
and slaps his face, leaping off the bed.

                    JAMIE
          What the fuck is going on here?!  I
          buried you, dammit!  I saw them put
          what was left of you in the ground!

                    STEVE
          I know, Jamie -- I'm sorry...

                    JAMIE
          Sorry?!?  For the last eight
          months, I've gone from home, to
          work, to running errands, to doing
          anything that would exhaust me and
          the hours I had to stay awake, just
          so I didn't have to think...

Jamie begins tearing.

                    JAMIE
          So I didn't have to remember that
          you... that you burned up in
          that... fucking plane!

                    STEVE
              (crossing to her)
          I know, babe, I know -- but...

Jamie eludes him, exiting the bedroom.

                    JAMIE
          Get the hell away from me!

INT.  KITCHEN - NIGHT

Steve follows on Jamie's heels.  Jamie crosses to the table
and pulls a cigarette from the pack, shakily lighting it.

                    STEVE
          I know this is all a shock...

                    JAMIE
              (exhaling harshly)
          Shock?!?  My dead fiance shows up
          on my front lawn at one in the
          morning and he calls it a shock?!?

Jamie shakes her head.  Steve stands there, speechless.
Then...

                    STEVE
          What are you doing out at one in
          the morning?

                    JAMIE
              (beat)
          What?

                    STEVE
          What are you doing out this late?
          Don't you have school in the
          morning?

Jamie looks at him, angrily stumped.  Then...

                    JAMIE
          I was grocery shopping!

                    STEVE
          At one in the morning?

                    JAMIE
          The store's less crowded then, and
          I don't have to worry about running
          into my students parents...
              (catches herself)
          Nevermind that shit!  What are you
          doing out at one in the morning?!
          In fact, what are you doing
          alive?!?

She looks at him, expectantly.  Steve looks back at her,
sheepishly.

                    STEVE
          I was waiting 'till you were gone
          so I could use the bathroom.

Jamie stares at him, wide-eyed.  Steve offers her a shrug.  A
tiny smile toys about Jamie's lips.  A large one grows across
Steve's.  Jamie begins chuckling, as does Steve.  Soon,
they're both laughing.  And then, Jamie begins sobbing, and
rushes into Steve's arms.  They kiss, passionately, and
embrace one another desperately.

INT.  LIVING ROOM - LATER

There's a fire in the fire place.

Steve and Jamie lay on the futon, Jamie wrapped up in Steve's
arms.  They've been talking for some time.  Her puffy eyes
and running nose also detail that she's been crying for some
time.

                    STEVE
          The whole time I was coming here,
          it just kept running through my
          mind -- what if I catch her in bed
          with some guy?  Or some girl, for
          that matter?

Jamie punches him.  Steve laughs.

                    STEVE
          What?  If someone goes through a
          traumatic event it could... confuse
          their identity.

                    JAMIE
          Who said being told you were dead
          was traumatic?  I was relived.  No
          more waiting to use the toilet.

                    STEVE
          Right.

                    JAMIE
          I can't believe that sonovabitch
          Oscar sat right here and lied to
          me.
              (as Oscar)
          "He's gone, Jamie."
              (shakes her head)
          I'll hate him forever, now.

                    STEVE
          It wasn't his fault.  I didn't want
          you to know either.

                    JAMIE
          Then I'll hate you forever, too.
          What did you think I was -- a
          child?  So you got banged up in the
          crash!  Bit deal!  I should've been
          there with you all through your
          rehabilitation, through whatever
          surgery you had.
              (beat)
          I should've been told the truth.

                    STEVE
          The truth would have been... well,
          it would have been hard to take.

She leans on her elbow, facing him.

                    JAMIE
          What are you talking about?  What'd
          you chip your tooth or something?
          You don't even look scarred.  You
          keep talking about the crash like
          you really got destroyed, but you
          look great.

Steve looks at her.  The moment of truth.

                    JAMIE
          What?

                    STEVE
              (grimly)
          I was destroyed in the crash.

                    JAMIE
              (scoffs)
          Apparently.  Look, the only thing
          that seems to have been destroyed
          in that crash was your libido.
          Because after eight months of not
          seeing me, you haven't tried to get
          into my pants yet.
              (tugs at his jeans)
          Or is this what was destroyed.

                    STEVE
          Jamie...

                    JAMIE
              (oblivious)
          Take 'em off, Austin.

                    STEVE
          Jamie, wait...

                    JAMIE
              (still tugging at his
               pants)
          For some reason, I thought you were
          wearing a tux before I passed
          out...

Steve grabs her hands.  Jamie winces.

                    JAMIE
          Oww!

Steve releases her, frightened by his strength.  Jamie looks
at him, perplexed, rubbing her wrists.

                    JAMIE
          What were they feeding you in rehab
          -- spinach and salt-peter?

Steve looks at her, then downward.  Jamie lifts his chin and
peers into his eyes.

                    JAMIE
          What is it?

                    STEVE
              (beat)
          There's something I haven't told
          you.  About the crash.  Well, I've
          been trying to tell you, but I
          couldn't spit it out.  It's the
          reason why I haven't come to see
          you.  The reason they told you I
          died.

Jamie offers him a confused look.  Steve touches her face.
Then he stands up and puts his foot on the futon.  He rolls
up his pant-leg, exposing the circuitry and damaged metal
skin.  Jamie stare at it.  Steve then pulls off his
sweatshirt, revealing his damaged chest.  He stands before
her -- exposed.

                    STEVE
          I'm not the man you loved.
              (beat)
          Not anymore.

Jamie stares at him, holding back shock.  She touches the
exposed circuitry, and probes the metal with her fingers.

                    JAMIE
          What...?

                    STEVE
          I lost almost every limb in the
          crash.  Broke my back, lost an
          eye...
              (beat)
          They replaced everything with
          robotic parts.  They're called
          Bionics.  Even my skin is
          synthetic.

Jamie is speechless.  She grabs Steve and turns him around,
pulling his jeans down to reveal his ass cheek -- the one
with the mole.  She looks at Steve, quizzically.

                    STEVE
          Synthetic.

Jamie looks away.  She plops backwards onto the futon.  Steve
pulls up his pants.  He sits beside her and moves to touch
her, but she recoils, looking away.

Steve stares at her for a beat and then rises.  He pulls his
sweatshirt on and heads toward the front door.

                    JAMIE
          And that's why you let them tell me
          you were dead?

Steve stops and looks back.  Jamie is looking at her feet.

                    JAMIE
          My father had a pace-maker put in
          when he was fifty five.  For two
          years, he wouldn't let my mother
          touch him because he felt strange.
          Said he didn't feel like a real
          man, anymore.  Then he died.  And I
          remember at the funeral, my mother
          went up to the casket and just...
          touched him.  She touched his face,
          stroked his hair.  It kind of
          grossed me out, so I asked her why
          she did it.  Do you know what she
          told me?
              (beat)
          She told me she hated him.  That
          she hated my old man.  Because he
          let something stupid like his
          masculine pride get between them,
          and because of that, she never got
          to touch him again... until he
          died.

Steve looks at Jamie.  A tear rolls down her cheek.  She
looks at Steve.

                    JAMIE
          You're a man, Steve Austin.  You're
          the same man you've always been --
          regardless of... that stuff.  Do
          you know how I know that?

Steve shakes his head, tearing up.  Jamie smiles at him.

                    JAMIE
          Because you held me tonight, the
          same way you've always held me.
          And I felt your love for me.  And I
          felt how much I love you.
              (beat)
          I didn't think I'd feel that again.

Jamie rushes into Steve's arms, and the embrace, tearfully.

                    JAMIE
          I don't care.  I never would have.
          I never will.

                    STEVE
          I'm sorry...

                    JAMIE
          You should be.  Because your stupid
          pride robbed me of eight months of
          my life.  Because you are my life!
              (beat)
          If you ever do that again, it'll
          take more than metal to hold you
          together after I get done with your
          ass!

They hold one another, crying, laughing -- the whole sappy
works.  Then...

Lights erupt outside the house.  Cars can be heard pulling
up.  Steve and Jamie look toward the windows.

EXT.  HOUSE - NIGHT

A team of Government VANS pull up -- uniformed soldiers
piling out, armed.

Steve emerges from the house, Jamie slightly behind him.

The Soldiers trains their guns on Steve.  Jamie ducks behind
him.

A HELICOPTER lands in the middle of the street.  Oscar gets
out.  He crosses the lawn toward them.

Steve grabs Jamie and looks into her eyes.

                    STEVE
          Listen to me.

                    JAMIE
          What's going on?!

                    STEVE
          I have to go back with them.  They
          have a lot to answer for.  But I
          promise I'll be back.  In the
          meantime, you have to get out of
          here.  Take some sick leave from
          work and stay with your aunt for
          awhile, but lay low.  Do you
          understand?

                    JAMIE
          Why...?

                    STEVE
          Just promise me.

Jamie senses the gravity in Steve's words and eyes.  She
slowly nods.  Steve smiles and embraces her.

                    STEVE
          I'll be back as soon as
          everything's cleared up.  I swear.

They kiss, and continue to kiss when Oscar joins them.  He
glances around, furtively.

                    OSCAR
          We have to go, Steve.

Steve and Jamie continue to kiss.

                    OSCAR
          I've bought you as much time as I
          can, but now we have to go.

Steve releases Jamie.

                    STEVE
              (to Jamie)
          I love you.

Steve smiles at Jamie, then looks coldly to Oscar.  He
marches off toward the Helicopter.  Oscar stands there
momentarily with Jamie.  There's an awkward silence on his
behalf.  Jamie stares at him, seething.

                    OSCAR
          I'm... I'm sorry, Ja--

Jamie slaps him.  She turns away and storms into the house.
Oscar rubs his face and heads toward the Helicopter.  The
Soldiers pile back into the vans.

The Helicopter lifts off, as the Vans pull out.

Jamie watches from the window.

INT.  O.S.I. HEADQUARTERS, SAGE'S OFFICE - DAY

Steve slams his fists through the desk of Margaret Sage.
Oscar and Sage are wide-eyed.

                    STEVE
          What the fuck was that all about?!?
          You sent me into the middle of a
          war zone, for Christ's sake!!

                    OSCAR
          Steve, calm down.  We didn't...

                    STEVE
          Calm down?!?  Oscar -- I watched
          that man get disemboweled!  And by
          who?!  Who the hell was the guy?
          Another agent?!

                    SAGE
          Former agent.

                    STEVE
              (beat)
          I want answers, dammit.  And they
          better start flying fast and loose,
          or I'm walking!
              (fiercely)
          Who... was... that... guy?

Oscar looks to Sage.  Sage nods to Oscar.  Oscar looks to
Steve.

                    OSCAR
          Colonel Avary Klatch.

Steve is taken aback.

                    STEVE
          Wait a second -- the spy they
          nailed for selling covert
          information to the Kremlin back in
          eighty two?

                    SAGE
          That was our cover story, yes.

                    OSCAR
          Klatch was the farthest thing from
          traitorous any branch of the
          service has ever seen.  He worked
          for us on and off for two years
          under varying identities -- black
          ops missions.  Extremely top
          secret.

                    SAGE
          The President didn't even have
          knowledge of his activities.

EXT.  WHITE HOUSE - FLASHBACK

An angry crowd demonstrates in front of the White House,
carrying placards.

                    OSCAR (V.O.)
          In eighty two, there was a public
          furor over the possibility of
          P.O.W.'s still being detained in
          Vietnam.

INT.  WHITE HOUSE PRESS ROOM - FLASHBACK

A Presidential Spokesman stands at a podium, addressing a
crowd of reporters.  He shakes his head.

                    OSCAR (V.O.)
          The government's official position
          was that we were working in concert
          with the Vietnamese ambassadors to
          insure that every measure that
          could be taken, was, and that the
          findings were negative -- there
          were no Prisoners of War left in
          Vietnam.

INT.  CONFERENCE ROOM - PRESENT

Oscar lowers his head.

                    OSCAR
          But there were.

INT.  GOVERNMENT OFFICE - FLASHBACK

Sealed, Top Secret documents are traded and signed by unseen
players.

                    OSCAR (V.O.)
          Due to an agreement the C.I.A. had
          with the present government in
          Laos, there was nothing they could
          do about it.  The party line was to
          stonewall until public furor died
          down.

A shot of a glum-looking Reagan.

                    OSCAR (V.O.)
          Officially, the President's hands
          were tied.

INT.  CONFERENCE ROOM - PRESENT

Steve looks to Oscar.

                    STEVE
          But not your's?

Oscar smiles.

INT.  AIRPLANE - FLASHBACK

A young pre-op Klatch giving his team orders and outlining a
plan of attack on a P.O.W. camp, via photos and models.  They
are in mid-flight.

                    OSCAR (V.O.)
          We sent Klatch and his team to
          reclaim the P.O.W.'s.  Get in, get
          out, limited casualties -- that was
          the objective.  Deny it afterwards.
          Very Rambo.

EXT.  JUNGLE - FLASHBACK

Klatch and his team -- in full camouflage -- duck through
high reeds and swamps.

                    OSCAR (V.O.)
          We had a rendezvous point for the
          team at the completions of their
          mission, ten miles from the camp.
          From there, we were to transfer the
          P.O.W.'s back to American soil.

INT.  P.O.W. CAMP - FLASHBACK

A Vietnamese soldier is gutted by Klatch.  He quietly
motions.  His team surreptitiously moves forward.

                    OSCAR (V.O.)
          Klatch's team got inside the
          perimeter of the camp and found
          seven refugees...

The team release forty-ish, bearded men from bamboo prisons.

                    OSCAR (V.O.)
          ... and were then detected.

Gunfire erupts.  The team and the refugees hit the dirt.
Klatch and his men return fire.  Klatch screams for his men
to get the P.O.W.'s out while he covers them.

Two of his team dragging three P.O.W.'s are blown to bits by
a mortar shell.

Three more are gunned down from above.

The P.O.W.'s get mowed down from behind.

                    OSCAR (V.O.)
          They were caught in a crossfire.
          His entire team was lost.

Klatch, still firing wildly, takes a round.  Then another.
His body buckles to and fro, filling with lead.

EXT.  JUNGLE - FLASHBACK

Klatch runs/limps through the jungle, ducking machine gun
fire from behind.

He races toward a helicopter, which starts to lift off the
ground.  Klatch throws himself aboard, taking more hits
before the copter takes off.

                    OSCAR (V.O.)
          By the time Klatch made it to the
          rendezvous site, he was barely
          alive.  He'd taken ninety six
          rounds from Russian AK-47's.

INT.  SLAB-ROCK - FLASHBACK

Klatch aboard a stretcher, being wheeled through Slab-Rock's
hallways.  Broken and bruised, he resembles the pre-op Steve.

                    OSCAR (V.O.)
          Two week prior, our Bionics
          Division had a breakthrough in the
          micro-miniaturization field -- one
          that allowed for nuclear processors
          to power artificial limbs.  All we
          needed was a candidate on which to
          test the procedure.

INT.  OPERATING ROOM - FLASHBACK

Klatch is operated on by a team of surgeons, quite like
Steve.

                    OSCAR (V.O.)
          The decision was an easy one.

INT.  CONFERENCE ROOM - PRESENT

Steve is somewhat shocked.

                    STEVE
          I'm not the first?

                    OSCAR
          Avary Klatch was our first Cyborg --
          over ten years ago.  Approximate
          cost -- six million dollars.

                    SAGE
          The budget on the current project
          is one point six billion.
              (smiles)
          Inflation.

                    OSCAR
          And also ignorance.  We'd built a
          better man, yes -- but most of the
          design had only been theory at that
          point.  We should have tested it
          further.  But Klatch was as good as
          dead if we didn't at least attempt
          the procedure.

                    STEVE
          What happened?

EXT.  AFGHANISTANIAN STREET - FLASHBACK

A war-torn thoroughfare.  Half-destroyed buildings, rubble,
dead bodies.

INT.  HOTEL SUITE - FLASHBACK

From a trashed hotel suite, soldiers trade fire with a rebel
force in the street below.

The Freedom Fighters are also being chased by a TANK, which
is corning them at the end of an already demolished street.

                    OSCAR (V.O.)
          After the recovery period, Klatch
          wanted to go back into the field.

EXT.  HOTEL ROOFTOP - FLASHBACK

Klatch runs along the rooftop of the Hotel building, armed
only with a machine gun.  He pulls blueprints from his
jacket, and begins referencing the plans with the layout of
the roof.

                    OSCAR (V.O.)
          He was eager to test his new
          abilities.  The Team thought he was
          ready.  Physically -- of course --
          he was in better shape than before
          the procedure.

KLATCH'S P.O.V. -- a digital imaging of the roof.  Klatch
looks from the blue-prints to the roof beneath his feet.  One
image is laid over the other, and in bursts of quick flashes,
we zero in on one section of the roof in particular.  Numbers
delineating depth and pressure appear alongside the image.

Klatch crosses to the spot, slings the machine gun over his
shoulder, and drops to his knees.  He pulls back, and easily
punches his hand through the roof.  He pulls back steel and
wood, clearing a hole large enough for a body to fit into.

                    OSCAR (V.O.)
          He'd been on a total of thirty two
          missions in various parts of the
          globe, and he never once mentioned
          the leak.

Klatch takes a few steps back, then runs toward the area he'd
prepared.  He leaps into the air, and comes down into the
hole.

INT.  HOTEL SUITE - FLASHBACK

The Soldiers continue to lay down a suppressing fire.
Suddenly, Klatch comes crashing through the ceiling.

The Soldiers freak, attempting to get him in their sights.

Klatch guns two down, and hurls his machine gun at a third...

... the force of which sends the Soldier sailing through a
window.

Another Soldier rushes Klatch with a bayonet, but Klatch
thrusts his hand at the blade.

The blade shatters.

Klatch grabs the Soldier and snaps his neck.

Klatch grabs a missile launcher from the floor and heads to
the window.  He gets the Tank in his sights, and launches.

The Missile hits the Tank destroying it.  The Freedom
Fighters raise their rifles in salute to Klatch.

                    OSCAR (V.O.)
          The containment units that we'd
          used for Klatch's nuclear
          processors were made of a weak
          alloy, not used to trial and
          endurance.

From the Suite window, Klatch salutes them back, then doubles
over violently, grabbing at his head.

                    OSCAR (V.O.)
          They began to leak.  And what's
          more, the leak began to spread.

INT.  CONFERENCE ROOM - PRESENT

A schematic of Klatch's reinforced skull and neural-net
processor fill the screen behind Oscar.  Steve looks on.

                    OSCAR
              (indicating area)
          Here.  The waste was carried
          through his system, directly to his
          brain.  The toxicity of the waste
          generated by the Bionics is
          minimal, but compounded over
          time...

                    SAGE
          It began to take it's toll on
          Colonel Sage's... perception.

Steve is suddenly pissed.

                    STEVE
          And this is what you've stuck in my
          body?!  This poison that's going to
          eat at my skull?!?

                    SAGE
          One of the key differences between
          a six million dollar program and a
          one point six billion dollar
          program, Colonel Austin, is the
          ability to correct deficiencies in
          the former, to produce stronger
          results in the latter.

                    OSCAR
          We were able to prefect the
          containment and runoff elements in
          you, Steve.  Twice monthly, your
          system will be flushed of any
          containments that the processors
          generate.

Steve looks to Sage and Oscar.  He shakes his head.

                    STEVE
          So the contamination in Klatch led
          to his going renegade?

                    SAGE
          That is correct.

                    OSCAR
          It began simply...

EXT.  RUSSIAN EMBASSY - ISRAEL - FLASHBACK

Klatch on an assignment in Israel.  He leans behind an
overturned jeep.

In the distance, a limousine pulls up.  A shady-looking
DIGNITARY steps out.  He is led into a building.

                    OSCAR (V.O.)
          His methods became questionable.

Klatch flicks the switch on a detonator.  The building
explodes.

                    OSCAR (V.O.)
          His behavior became erratic.

INT.  LIBYAN HOSPITAL - FLASHBACK

Klatch exits a room, wiping off his hands.  A NURSE walks by
him, confused by his appearance.  She looks to the room he'd
come from, and rushes in.  A scream is heard.  Pan-up to a
sign that delineates the room as the DELIVERY WARD.

EXT.  RAIN FOREST - FLASHBACK

Klatch -- now looking kind of primitive -- crouches on a limb
high above a team of tree-leveling TRACTORS.

                    OSCAR (V.O.)
          We'd sent him into the Rain Forest
          on an anti-deforestation fact
          gathering mission.  The orders were
          to observe and collect data only.

Klatch leaps from this branch.

Landing atop one of the tractors, he reaches in and pulls the
DRIVER out of the cab, lifting him above his head with one
hand.  Klatch punches his other hand through the man's back,
and pulls out his spinal cord.  It rips through the man's
back, pulling the skull with it.

                    OSCAR (V.O.)
          That was the last contact we had
          with him as our agent.

Klatch leaps to the roof of another tractor, hundred of feet
away.  He pulls the driver from the cab and snaps his body in
two.

EXT.  JUNGLE COMPOUND - FLASHBACK

Klatch -- now wearing only a loincloth and painted in blood
-- sits atop a crude throne, adorned with skulls.  Metal is
poking out slightly, here and there, from beneath his skin.
Pull back to reveal NATIVES falling to their knees,
worshipping him.

                    OSCAR (V.O.)
          He'd suffered a complete breakdown,
          due to the contamination.

INT.  CONFERENCE ROOM - PRESENT

Oscar looks like he's carrying some heavy psychological
baggage.

                    OSCAR
          Shortly after the incident, we sent
          a Team into the jungle to bring
          Klatch down.  He took them out in
          seconds -- like he knew they were
          coming.  After that, we lost track
          of him completely.  He vanished.

                    SAGE
          Until a few months ago.  The first
          in a series of break-ins occurred
          at our Langley Bionics Division.
          Followed by subsequent break-ins at
          other O.S.I. headquarters, the
          latest of which being in
          Washington.  High casualties at
          each.

                    STEVE
          What's he after?

                    OSCAR
          Technology.  He's stolen data on
          every area of Bionics we've been
          developing.

                    SAGE
          We suspect he's gone mercenary --
          hiring out to enemy nations.

                    STEVE
          I thought we didn't have any more
          enemies?

                    SAGE
          Please.  This is the United States
          government you're talking about.
          We'll always have enemies,
          regardless of what you read in the
          papers.

                    STEVE
          So who's he working for now?

                    OSCAR
          Our sources told us that Atoya
          Motors has been developing highly
          advanced assembly-line
          technologies.  Technologies that
          operate on almost the same
          principal as the data that's been
          stolen.  Hence our investigation
          into Taskagi.  But now that he's
          dead...

                    STEVE
          Wait, wait, wait -- let me see if I
          follow this: you people re-built a
          war-hero, turned him into some sort
          of techno-super-solider, and now
          you think he's gone A.W.O.L. in
          favor of industrial espionage?  Do
          you know how stupid this sounds?

                    OSCAR
          We think there's more to it than
          that.

Sage rises and clicks a remote.  The image on the screen
switches to a detailed schematic of the sub-fusion microchip
that Klatch has stolen.

                    SAGE
              (standing in front of the
               screen)
          This sub-fusion microchip was
          something that Bionics division was
          working om when the break-ins
          began.  The project was so top
          secret that the team was split into
          three departments and relocated at
          our various labs around the
          country.  Even the scientists
          involved in the project did not
          have full access to all the data.

                    STEVE
          What is it?

Sage looks to Oscar.  Oscar settles back in his chair.

                    OSCAR
          It has to do with creating fertile
          environments out of arid climates.
          Our scientists were working on a
          way to triple the world's soil
          growth capability.  If it works, it
          could mean growing wheat in the
          Sahara, or taking radiation
          contaminated earth and reversing
          the effects.  Turning a dune into a
          field, changing a toxic waste dump
          into rice paddies.  Success on the
          project would mean tripling the
          world's food supply.

                    STEVE
          And Klatch wants this to -- what?
          Start his own farm?

                    SAGE
          The process also includes air
          ionization.  Changing dioxide into
          oxygen, without photosynthesis.  We
          could create atmospheric conditions
          specific to the demands of a
          particular region.

                    STEVE
          But...?

                    OSCAR
          The effects could also be reversed.

It starts to sink in for Steve.

                    STEVE
          Oh my God...

                    SAGE
          The technology fits into a box
          that's no larger than a washing
          machine.  When activated, it could
          transform an atmosphere from oxygen
          rich, to carbon-rich.  The entire
          process could take anywhere from
          ten minutes to two hours --
          depending on how wide the target
          area.  It could carbonize an entire
          city or country -- rendering it
          incapable of sustaining oxygen
          dependent life.

                    STEVE
          This wasn't developed in the
          interest of world hunger -- you
          people developed it as a weapon!

                    OSCAR
          Initially, yes.  But when we
          learned of it's capabilities...

                    STEVE
          ... you regarded it as nothing more
          than a convenient side-effect!
          Something that -- while beneficial
          -- would be thought of as little
          more than an interesting
          alternative use!

                    SAGE
          Bear in mind, Colonel Austin, that
          the technology that has made you
          whole again was also developed
          primarily as a weapon.

Steve offers Sage a hateful glance.

                    SAGE
          Nothing is ever all-good or all
          bad, Colonel.

Steve rubs his head, processing.  He relents.

                    STEVE
          What does this have to do with me?

                    SAGE
          Due to the obvious diplomatic
          arrangements with the Japanese
          government, we can't charge Atoya
          Motors with employing a renegade
          covert agent that we're responsible
          for developing.  And there is no
          actual proof that would link Atoya
          to Klatch.

                    OSCAR
          We need you to find Klatch, via
          this lead.

                    STEVE
          And once I've found him?

Oscar looks to Sage.  Sage looks to Steve.

                    SAGE
          Liquidate him.

Steve stares at her, then at Oscar.  He starts laughing.

                    STEVE
          So this is why you re-built me?  To
          become your replacement-assassin?
          Well what makes you people think
          I'm even capable of killing --
          especially a man of Klatch's
          expertise in cloak and dagger?

                    SAGE
          I'd hardly call it killing, Colonel
          Austin.  You'd merely be shutting
          down a device.  A device that
          has... malfunctioned.

Steve looks at Sage sharply.  His looks softens.

                    STEVE
          Send a machine to kill a machine?

Steve leaps from his seat and slams his fists into the
conference table.  The table splits in two.  Sage and Oscar
stumble back a few steps, shocked.  Steve composes himself.

                    STEVE
          Well this robot has no interest in
          killing your other robot.
              (he moves to exit)
          Count me out of O.S.I.

Steve moves to exit.

                    SAGE
              (calling after him)
          I'm afraid it's not as simple as
          that, Colonel Austin.

Steve stops and turns, pissed.

                    STEVE
          And why not?

                    SAGE
          Mister Goldman -- inform Colonel
          Austin of the conditions of his
          refurbishment.

                    OSCAR
          Goddamn you, Margaret...

                    SAGE
          TELL HIM!

Oscar is taken aback.  He looks to Steve, a bit sheepishly.

                    OSCAR
          Officially, you don't exist
          anymore, Steve.  You were listed as
          deceased after your crash.

Steve is a bit flabbergasted.  He collects himself.

                    STEVE
          Won't the world be surprised to see
          that's not the case.

He turns to exit.

                    SAGE
          There's more.

Steve stops again and turns back.  Oscar hangs his head.

                    OSCAR
          You've been implanted with a fail
          safe device, Steve.  If for any
          reason you deviate from your
          particular mission, the generators
          that power you can be deactivated
          by Mrs. Sage.

Steve looks at Oscar, wide-eyed.  He then turns his attention
to Mrs. Sage.

                    SAGE
          You can be shut-down, robot.
          Permanently.  And at the rate our
          technology is progressing, what
          makes you think that in a few short
          years, we can't re-program you
          anyway?
              (beat)
          You're either with us... or against
          us.

Oscar shakes his head, ruefully at his boss.  Steve stares at
Sage, grasping what she's saying.  Sage rises.

                    SAGE
          You leave for Japan in five hours,
          Colonel Austin.

Sage exits.  Steve sits in stunned silence.  Oscar rubs his
forehead.

                    OSCAR
          Steve, I'm...

                    STEVE
          What have you done to me, Oscar?

Oscar's eyes flash downward.  Steve kicks the desk, which
then sails into the wall.

                    STEVE
          You were my friend!

                    OSCAR
          I had no choice.  Sage was going
          through with this regardless of how
          I felt...

                    STEVE
          You stole my goddamn manhood.  My
          goddamn humanity.  That psycho
          bitch can turn me off on a whim!!

                    OSCAR
          She'd have to get through me
          first...

                    STEVE
          Oh, and it's obvious how much sway
          you hold over her!  You're her
          goddamn lap-dog!

                    OSCAR
          It was either Bionics or they were
          going to put you down...

                    STEVE
          WELL WHY THE HELL DIDN'T YOU LET
          THEM?!?  DO YOU THINK THIS IS
          LIVING?!!

                    OSCAR
              (enraged)
          I WAS TRYING TO DO THE RIGHT THING,
          GODDAMMIT!

Steve is taken aback.  Oscar fumes.

                    OSCAR
          WHAT THE HELL WAS I SUPPOSED TO
          DO?!?  MY BEST FRIEND IN THE WORLD
          IS LYING THERE LIKE A SLAB OF MEAT,
          AND THEY SAY "WE CAN REBUILD HIM,
          OSCAR!!"  I DID IT FOR YOU -- TO
          MAKE YOU WHOLE AGAIN!!  AND IF THE
          ROLES WERE SWITCHED, IF YOU GAVE
          TWO SHITS ABOUT YOUR FRIEND, YOU'D
          DO THE SAME GODDAMN THING!!!

Steve stares at Oscar.  Oscar drops his head in his hands.

                    OSCAR
          Nobody stole your goddamn humanity,
          Steve.  It's all still there.

                    STEVE
          My life isn't in my own hands
          anymore.

                    OSCAR
          Nobody's life is ever in their own
          hands.  You step outside your
          house, you triple the chances that
          you'll never come home.  Whether
          it's a drunk driver, or some
          lunatic with a shotgun in a fast
          food joint, the choice to live and
          die is never fully your's.

They sit in silence for a moment.  Then Steve gets up.

                    STEVE
          You just keep rationalizing it,
          Oscar.  And I'm sure you'll learn
          to live with yourself.

Steve exits.  Oscar kicks the chair.

INT.  OPERATING ROOM

Rudy and his team repair Steve's torn circuitry, and 'dress'
the damaged skin with replacement skin.  Steve stares off
into the distance, wincing slightly.

                    OSCAR (V.O.)
          Klatch's headquarters are rumored
          to be somewhere in the vicinity of
          Mount Fuji.  You'll be Harrier-ed
          over and dropped within a mile of
          the mountain, where you'll proceed
          to search for his base.  Once
          detected, Klatch is to be put down
          by any means necessary.  Any data
          or hardware regarding the sub
          fusion microchip is to be brought
          back.  We'll be monitoring from
          Operations, but we'll have back-up
          standing by on an off-shore
          carrier, should trouble occur.  In
          the event that you're
          incapacitated, we'll track you --
          via your tracking device -- and
          send them in.  Barring that, once
          your mission is accomplished, you
          can rendezvous with the Harrier at
          the coordinates you've been
          provided with on disc.  It also
          contains an entire digitized
          mapping program detailing the
          surrounding thirty mile radius of
          the mountains.

INT.  LOCKER ROOM

Steve zippers his flight-suit closed.  Oscar debriefs him.

                    OSCAR
          If we don't hear back from you in
          forty eight hours... We'll, I'm
          sure we will.

Steve says nothing.  He grabs his helmet and moves to exit.
Oscar grabs his arm.

                    OSCAR
          Steve...

Steve offers him a cold stare.  Oscar releases him.

                    OSCAR
          The... fail-safe device that you're
          carrying...

                    STEVE
          Will be activated if I deviate from
          my mission, I know.

                    OSCAR
          No, it's...

Oscar looks around.

                    OSCAR
          It's located in your right arm.
          Here...

Oscar indicates the placement on Steve's forearm.

                    OSCAR
          Once activated, you'd feel a
          dulling of electrical charge --
          something akin to having your arm
          fall asleep.  It's programmed to
          spread from processor to processor
          until your entire system is shut
          down.  But the process takes two
          minutes to reach complete
          detonation.

                    STEVE
          Thanks, Oscar.  I've gotta fly to
          Japan and kill a psycho robot
          now...

Oscar grabs Steve and looks him in the eyes.

                    OSCAR
          You have two minutes from the
          moment you feel that sensation in
          your forearm.  Do you understand?

Oscar offers Steve a grave glare.  Steve catches on.

                    STEVE
          I understand.

Oscar half-smiles and releases Steve.

                    OSCAR
          Good luck.

EXT.  AIRFIELD - DAY

The Harrier Jet is prepped for take-off.  A PILOT is already
in the cockpit.

Steve climbs the ladder and boards the craft.

Oscar watches from down the runway.

The Jet lifts into the air and shoots into the sky.

EXT.  MOUNT FUJI, JAPAN - DAY

The Harrier carting Steve descends near the mountain.

INT.  JET - DAY

The Pilot snaps on his interior radio.

                    PILOT
          We're over the drop site, Colonel
          Austin.  Do you remember where the
          rendezvous site is?

                    STEVE
          Got it.

                    PILOT
          Then I'll see you here in twenty
          four hours.

                    STEVE
          Roger that.

Steve reaches above him and grabs hold of a red lever.  He
pulls it and his seat shoots upward.

EXT.  JET - DAY

The back canopy flips open, allowing Steve's ejection from
the jet.  Once out, the canopy closes again, and the jet
veers away.

EXT.  MOUNT FUJI - DAY

A parachute erupts from Steve's seat, and he floats
earthward.

INT.  KLATCH'S COMMAND POST - DAY

A monitor displays Steve's descent.

                    KLATCH (O.S.)
          Didn't I tell you, Gilgamesh?

Klatch sits on a throne, watching a bank of monitors -- half
of which display Steve.  The other half show CARRIER JETS
being prepared.  Gilgamesh stands in wait at a Control Panel.

                    KLATCH
          Here's our guest now.  What say we
          test our guest's newly-minted
          abilities, hmmm?  Stingers, please.

Gilgamesh throws a switch.

EXT.  MOUNT FUJI - DAY

Two STINGER MISSILES shoot out of the trees.

Steve takes note of the Missiles hissing toward him.  He
punches the belt on his chest which unfastens him from his
seat/parachute, and drops like a stone toward the ground.

The Missiles hit the chair, obliterating it.

Steve free-falls toward a thicket of trees.  He extracts a
TETHER LINE with HOOK attachment from his belt and hurls it
toward one of the larger limbs.

The Hook catches the branch and wraps.

Steve swings through the thicket and up again.  He releases
the line and lands in a lengthy lagoon.

INT.  KLATCH'S COMMAND POST

Klatch nods toward the screen, impressed.  He looks to
Gilgamesh and offers the same impressive nod.  Gilgamesh
shrugs.

                    KLATCH
          Sharks.

EXT.  LAGOON - DAY

Steve rises to the surface of the lagoon and immediately
surveys the lay of the land.

INT.  LAGOON - UNDERWATER

A STEEL DOOR built into the earth itself flips open, and out
rush two SHARKS (corny maybe, but it's been awhile since I've
seen a shark on the big screen, and I miss them).

EXT.  LAGOON - DAY

Steve wades toward the shore and is suddenly pulled under.

INT.  LAGOON - UNDERWATER

The Sharks tug at Steve mercilessly.

INT.  KLATCH'S COMMAND POST

On the monitor, Steve wrestles with the Sharks.

Klatch watches, intrigued.  He looks to Gilgamesh for
agreement, but Gilgamesh offers only the rolling of his eyes.

                    KLATCH
          I know, I know -- how much harm can
          they do him?  But you've gotta
          admit -- it's damned exciting
          stuff!

INT.  LAGOON - UNDERWATER

Steve blasts one of the Sharks in the face with a right.

EXT.  LAGOON - DAY

The Shark flies out of the water and lands on the shore,
flipping about.

INT.  LAGOON - UNDERWATER

The other Shark bites down hard on Steve's leg.  Steve pries
it's jaws open -- all the way open -- inverting the fish.  It
floats to the surface, dead.  Steve sees the open Steel door
and swims into it.

INT.  CAVERN

Steve rises from the water inside the mountain.  He examines
his leg.

There's some 'skin' damage, allowing metal to show through.

Then, lights come on ahead, illuminating a tunnel.

                    KLATCH (V.O.)
          Colonel Austin, this is Avary
          Klatch.  I'll be your quarry for
          this evening.  To meet me in battle
          at the heart of this mountain
          fortress, you need only step
          through the tunnel provided ahead
          for you.  I await you with great
          eagerness.

Steve looks to the tunnel.

It would seem clear.

Steve looks around the cavern.

High above, there's a ventilating duct.

Steve climbs from the water and makes a Bionic leap.  He
reaches the duct and digs his heels and fists into the rock
to hold him.  He rips the duct grill off and jumps inside.

INT.  GAUNTLET

Steve lands atop STEEL SPIKES, some of which enter his feet.
He lets out a shriek of agony.  Immediately, he's leapt upon
by two CYBORG ASSASSINS.

                    KLATCH (V.O.)
          Clever assessment, Colonel Austin.
          But you failed to pick the lady.
          Instead, you got the tiger.

Steve grabs one of the Cyborgs and hurls him into the other.
He then pulls his feet off the Spikes with great effort, only
to then face the second attack of the Cyborgs.

The Cyborgs pin Steve -- throwing punches into his mid-
section.  Steve kicks-up and in mid-air -- kicks the pair in
their respective heads.  They fall onto the Spikes.  From
their stuck position, one of the pair points his crude Bionic
arm at the fleeing Steve.  A tiny GUN BARREL emerges, and
begins firing rapidly.

Steve ducks behind a outcropping.  Bullets tear into the
rock.  He's pinned.

                    KLATCH (V.O.)
          Those are no ordinary bullets,
          Colonel.  They're teflon-coated
          armor-piercing issue.  'Cop-killers'
          I believe they're called in the
          States.  They can penetrate even
          your thick skin.

The other Cyborg pulls himself off the Spikes and rushes the
outcropping.

Steve leaps out and grabs the Cyborg, twisting him around
like a human shield.  The Cyborg takes the full-brunt of the
bullets, until Steve clears a corner.  Steve then spins the
Cyborg around, head-butts him, and hurls him back down the
corridor.

The Cyborg lands atop his partner, forcing his partner's
rapid-firing arm-pistol into his own chest.

Steve dashes down the twisting corridor, as fire shoots from
the walls, searing his clothing.  He pats it out as he runs,
and dodges a steel pole that juts out of the wall by flipping
over it.  He lands on his feet...

... on the edge of a precipitous CHASM.

The ground beneath his feet slides out.

Steve plummets into the darkness.

INT.  PIT CAVERN FLOOR

Steve lands with a crashing thud.  He attempts to shake off
his daze, and raises his head.  His eyes meet...

... that of Gilgamesh, standing above him.  Gilgamesh smiles
and brings his metal foot crashing against Steve's head.

Steve goes out, cold.

INT.  CONTAINMENT HANGER

The cavernous room is dark -- with the exception of a single
ceiling light, casting a shaft of illumination onto the
ground far below.  Thanks to this, we can make out a cage --
very simple in construction.  On the floor of said cage, is
the crumpled heap that is the unconscious Steve Austin.  He
begins to stir, slowly lifting his head.  He tries to focus.

                    KLATCH'S VOICE
          Tell me something.

Steve tries to zero in on the voice, scanning the room for
it's source.

                    KLATCH'S VOICE
          Did they let you keep your balls?

A shaft of light opens up on Klatch, sitting on a chair
across from the cage, well out of Steve's reach.

                    KLATCH
          I don't want to see them or
          anything.  I'm just curious.  They
          didn't let me keep mine.

Steve stumbles to his feet and rushes the bars of the cage.
He pulls at them, unsuccessfully, attempting to pry them
apart.  Klatch nods at the cage.

                    KLATCH
          Tough, isn't it?  It's an alloy I
          developed for this very
          eventuality.  I knew one day the
          ol' O.S.I. hubris would force their
          hand into a second attempt at
          Cybernetic Bionics.  And for that
          reason, I tested the limits of my
          own strength on all the known
          metals, both natural and synthetic,
          until I found a combination that
          even I couldn't crush.  I doubled
          it and had this built -- even
          reinforced the cell floor with the
          combination.  The long and short of
          it is that you can't get out of
          there until I let you out.
              (waves if off)
          But that's neither here nor there.
          For now, let's use your unfortunate
          incarceration to get acquainted.

                    STEVE
          I think we both know each other.

                    KLATCH
          Yes, I'm sure Sage and her pet Gold-
          fish told you all about me.  And
          I've done my research on you,
          Colonel Austin.  The second
          greatest miracle of modern science.
              (beat)
          I'm the first, of course.

                    STEVE
          Of course.  Look -- you know what
          has to happen here.  They've
          stuffed me full of tracking
          devices, they can see everything I
          see, hear everything I hear.
          They'll be coming to blast this
          place to hell, if they're not
          already on their way.  Let's not
          prolong this.  Either give yourself
          up, or beat it.  I'm not interested
          in any conversation right about
          now.

                    KLATCH
          That doesn't sound like the gung-ho
          American spirit they're famous for
          at O.S.I.  Has someone lost the
          faith?

                    STEVE
          Someone doesn't give a shit
          anymore.  They've taken everything
          else from me.  I'm sure they'll
          have no qualms about destroying me
          right along side of you.
              (to the air)
          YOU CATCH THAT, SAGE?!?  BLOW US
          BOTH UP, 'CAUSE I'M THROUGH WITH
          YOUR BULLSHIT AGENCY!!!

                    KLATCH
              (claps)
          Bravo.  Stick it to the man, as
          they say.
              (gets up)
          But you're talking to yourself,
          Colonel.  I had your refinements
          disconnected while you were out.

Steve looks up sharply.

                    KLATCH
          Oh, no -- you're still fully
          functioning.  But without the
          nuisance of your surveillance
          technologies.  You can't
          communicate with them, they can't
          see or hear through you -- not
          anymore.  By the way -- did you
          know they could turn that on and
          off at will?  If you were to stay
          in their employment, they could go
          online with you any time they liked
          -- say... while you were mid-
          coitus.  There you'd be -- humping
          away at Miss Summers, and Sage and
          Oscar could be watching your
          bedroom antics back at their office
          like some amateur porn.

Steve goes pale.  Klatch feigns ignorance.

                    KLATCH
          What?  Did I say something
          improper?
              (sarcastically 'catching
               on')
          Ohhh -- the mention of Miss
          Summers.  Yes, I know all about
          her.  It's in your personal files --
          the ones that are all-to-easy to
          hack into back at O.S.I.  Yes,
          Jamie -- I believe her name is?
          Jamie's in there as well.  Seems
          Sage now regards her as potentially
          dangerous to Project Six Million.
          She's tossing around the idea of
          having her liquidated.

                    STEVE
              (scoffs)
          Bullshit.

                    KLATCH
          Oh, right.  I'm the villain who's
          trying to turn you.  Hence, I'll
          say anything.  Good point.

Klatch tosses Steve a micro-disc.

                    KLATCH
          Process that at your leisure.  It's
          your entire existence -- prior,
          present and future -- mapped out,
          courtesy of the good folks at
          O.S.I.  They have big plans for you
          there, Colonel.  You're the perfect
          weapon, and -- unlike myself -- you
          left ties behind.  Ties that your
          human side might find difficult to
          cut, i.e. Miss Summers.  Margaret
          Sage is toying with the notion of
          cutting them for you.

Steve eyes the disc.

                    KLATCH
          You know I'm telling the truth.
          They learned with the folly of not
          keeping a tighter rein on me.  That
          fail-safe they've installed in you
          is a direct result.  They can turn
          you on and off like a vibrator --
          to be used only when it satisfies
          them.

Steve gets up and crosses to the other side of his cell.
Klatch begins pacing.

                    KLATCH
          On a lighter note, did you know
          that there are six thousand and
          twelve different ways to kill a
          human being with your hands?  I've
          tried every one -- sometimes
          multiplely.  It gets so boring
          after awhile.  You can't imagine
          how overjoyed I was when I ran into
          you in New York.  For the first
          time in decades, I threw a punch
          that didn't explode a head.  It
          killed me to have to give you the
          slip.  Half of me wanted to take
          you out for a drink.  I mean, how
          often does one encounter a kindred
          spirit of sorts?

                    STEVE
          There's nothing kindred about us.
          I was built to take you down.

                    KLATCH
          Right -- well, there is that.  But
          regardless -- we are brothers of
          sorts.  We have the same parents.
              (beat)
          Do you know who those parents are?
          Better yet -- and this is a trick
          question, mind you -- do you know
          who your father is?

Steve says nothing.  Klatch draws nearer to him.

                    KLATCH
          Hitler's your father, Colonel.

Steve's hand springs forward to grab Klatch, but Klatch
nonchalantly smacks it away as he dodges to the right.

                    KLATCH
          It's true.  Where do you think the
          Bionics program began?  You've
          heard of the experiments the Nazi
          doctors performed -- atrocious acts
          of inhuman proportions?  Well,
          cybernetics was counted amongst
          those experiments -- seeing if man
          could be mechanically enhanced.
          The visionary quest for the uber
          mensch -- the Spider-Man.  They
          made some headway, too.  But then --
          of course -- the Reich was
          defeated, and both the Americans
          and the Russians clamored to pull
          out as many German scientists as
          they could.  And while the space
          program was born out of the genius
          of said scientists, something so
          much more important germinated as
          well.
              (offers an exaggerated
               whisper)
          Bionics!
              (smiles)
          That's your history.  They say it's
          important, you know -- to know
          where you came from.

                    STEVE
          You probably like that, don't you?
          Crediting a lunatic like Hitler as
          part of your heritage?

As he speaks, Klatch notices the exposed metal on his
forearm.  He begins fiddling with it.

                    KLATCH
          Actually, I think Hitler was an
          idiot.  But then, every son finds
          fault with his father sooner or
          later.

The metal plate shifts slightly, as if loose.  Klatch's face
registers this with some frustration.

                    KLATCH
          Der Fuhrer was stupid, because he
          chose to focus his rage on one
          group of people.  I find that kind
          of racism short-sighted.  It would
          be ridiculous for us to view one
          race as beneath us when they're all
          beneath us.  If you're going to
          hate only one race, I say hate the
          entire human race.

                    STEVE
          So that's what you're working
          toward?  You're going to wipe out
          mankind and fashion a machine
          world?  Didn't I see that in a
          movie once?
              (scoffs)
          They didn't have to make me to stop
          the likes of you.  They should've
          taken away your video store card.

Klatch grabs a screwdriver from a tool table.  He begins
tightening the panel in his arm.

                    KLATCH
          The famous Austin wit, I presume.
          That was also in your profile.  One
          of the contributing factors to
          choosing you as guinea pig number
          two.  With your easy-going nature,
          they figured you'd adapt well to
          your new lifestyle.  But wit is
          usually preceded by intelligence,
          and that's where they slipped up.
          Because it's that exact
          intelligence that's going to help
          you see the world through my eyes.
              (lays down the
               screwdriver)
          You're smart, Colonel Austin, so
          I'll cut to the chase: in
          constructing you, they've enabled
          me to institute my plan for -- yes
          -- worldwide domination.  I mean,
          what kind of villain would I be if
          I lacked one of those, right?

                    STEVE
          You're not a villain.  You're a
          joke.

Klatch smashes himself violently into the bars, fiercely
eyeing Steve.

                    KLATCH
          I AM A GOD!

Klatch steps back slowly and brushes himself off slightly,
containing his rage.

                    KLATCH
          As is yourself.  We are the Adam
          and the Eve -- you can be whichever
          one you like -- of the new
          millennium.  We are thinking
          machines.  Machines with free will.
          And I'm not talking about that
          'movie' crap -- we're not machines
          that gained total consciousness or
          some cyber-punk, sci-fi garbage of
          that nature.  I'm talking about the
          perfect union mankind has been
          working tirelessly and obsessively
          toward since the start of the
          industrial revolution: the marriage
          of man and machine.

Steve looks back at Klatch.

                    STEVE
          Jesus, you're insane.

                    KLATCH
          No, I'm awake.

Klatch throws a switch on the wall that electrifies the cage.
Steve convulses.

                    KLATCH
          The rest of the world forgot to set
          their alarm.

Steve continues to jolt back and forth violently, writhing in
pain.

                    KLATCH
          A lot of people think I'm anti-
          human, and that's horse-shit.  I
          realize how important humans are --
          hell, I used to be one myself.  But
          I view them as they view the apes
          from which they evolved: they're a
          cute but painful reminder of the
          necessity of natural selection.
              (thinks)
          Strike that.  I view them as our
          cattle.  Or something.  Regardless,
          I don't discount or disdain them.
          We need the humans to make them
          over in our image.

Klatch pulls the switch again, shutting off the charges.
Steve falls to the floor, breathing heavily.

                    KLATCH
          Microwaves.  I use them to
          discipline my troops.  I also use
          them on SMART-ASSES!!!
              (calmer)
          So watch who you call insane,
          please.

Steve rubs at his head, attempting to gain his bearings.
Klatch hits a switch on the wall, and huge hanger-like doors
open, pouring light into the once dark room.  Steve shields
his eyes, looking up -- only to then go wide-eyed instead.

As the doors slowly slide open, we see a legion of CYBORG
SOLDIERS.  Row upon row of machine-men, standing in wait,
eyes closed.  Their appearance is bio-mechanic -- unlike
Steve, the replaced limbs and enhancements can be seen for
what they are.  It's like an army of Klatches.

Gilgamesh stands at a platform, a control board spread out
before him.  He's online, as always.

                    KLATCH
          This only took me six months,
          thanks to the data the O.S.I. has
          been pleasant enough to supply me
          with, via my little raids.  And
          it's only the beginning, Colonel.
          I'm going to decrease the
          population of the world by two
          thirds, and re-create the remaining
          fortunate few as Cyborgs.  Think of
          it: the dregs of this planet wiped
          clean, taking their disease and
          pollution with them, leaving a
          world where mortality is conquered
          by science.  As long as we continue
          to update their parts and enhance
          their health through bionics, my
          people will never die.  And the far
          less-crowded Earth will then be
          home to the product of self-
          propelled evolution.  Re-Genesis by
          my hand.  A race of the Bionic-
          ageless, deathless, perfect.  Like
          us.

Klatch signals to Gilgamesh.  Gilgamesh turns the key on his
control panel.

The Army goes online.  Every soldier sparks to life.
Squadron leaders step out of line, and lead their squads
toward the waiting carriers.

Klatch watches this, beaming with pride.  He then turns his
attention to Steve, who rolls subtly from side-to-side, still
in pain.  Klatch kneels down beside him.

                    KLATCH
          I would like very much for you to
          rule by my side, Colonel.  We were
          the first to be re-born into this
          new world -- it is only fitting
          that we oversee it together.  Like
          it or not, we are brothers in
          steel.

Steve struggles to speak.

                    STEVE
          H... how... how...

                    KLATCH
          How...?

                    STEVE
          ... kill... t... two... thirds...?

                    KLATCH
          How do I propose to kill the other
          two thirds?  Good question.  Well,
          I plan to use that Ionizer I stole
          the chip for, for starters.  The
          rest will be executed.

                    STEVE
          W... when...?

                    KLATCH
          Well, these things take time.  But
          it'll probably start in about...
              (checks a wrist-watch that
               isn't there)
          ... twelve hours.  In Washington,
          D.C. of all places.  I know it'd be
          simpler to start here in Japan, but
          what if the Americans caught on.
          They're such a damn nuisance with
          their missiles and nukes.  They
          might just -- as you said before --
          blast me to hell once they caught
          wind of what I was trying over
          here.  No -- I think it's better to
          start in D.C.  See, America is the
          policeman to the world.  And to
          cripple the world's police force
          would make it easier to carry out
          my plans.  Beside -- by starting in
          Washington, I'm wiping out the
          cradle of government.  And when
          there's no government, the country
          will fall into anarchy -- which
          will make it that much easier to
          splinter the population into a
          million pieces.  They'll do half
          our work for us by killing each
          other, once their leadership's out
          of the way.  And given our
          proficiency with machines and
          computers and what-not, it'll be so
          simple to take control of the
          country's nuclear capabilities.  I
          mean -- they were manufactured for
          use, right?  We'll use them to
          downsize the population of the
          world.  And given that we don't
          truly function as human beings
          anymore, we'll outlive whatever
          radioactive fallout that may exist
          from nuking the rest of the world.
          I mean, sure -- this semi-organic
          skin they covered you and I will
          most likely rot.  But -- as you've
          probably already noticed...

Klatch peels another section of his facial skin off,
revealing further metal.

                    KLATCH
          ... I'm not that into the aesthetic
          anyway.  Beauty's only skin-deep,
          right?
              (smiles as he tosses the
               skin away)
          No, the only danger of the nuclear
          weapons is the possible havoc that
          the bomb's resulting electrical
          magnetic pulse could wreak on our
          circuitry, but I think our
          microprocessors can withstand low
          level hits of EMP.
              (rises To his feet)
          But I can explain this all on the
          way.  The fireworks in Washington
          begin in approximately twelve
          hours, and that's the best time to
          Ionize the atmosphere -- when
          everyone's in one place.  What can
          I say -- I believe in the quick
          kill.
              (shrugs)
          So what do you say, Steve?  Are you
          with me on this?  I've appealed to
          your intellect, you see that I
          can't be defeated.  Look at that
          army, for God's sake!  This very
          day, the new world begins, and I'd
          have you by my side for it's birth.
              (beat)
          Are you with me?

Steve struggles to his knees, still convulsing.  He grabs
onto the cage and pulls himself up further, weakly staring up
at Klatch.

                    STEVE
          Go to hell.

Steve drops again.  Klatch shakes his head at him, sadly.

                    KLATCH
          It was worth a shot, wasn't it.

Klatch moves toward the wall and hits a button.  A control
panel opens.

                    KLATCH
              (entering a code)
          My parting gift to the Atoya
          Corporation and to this great land
          of the rising sun is rather
          dramatic, but somewhat essential.
          This fortress will go nuclear in
          fifteen minutes -- by which time my
          army and I -- along with the
          Ionization device -- will be long
          on our way toward the U.S.  It
          won't be all that impressive an
          explosion -- only one megaton --
          but it'll be enough to destroy this
          base... with you in it.

Klatch pushes a button.  The LED clock built into the panel
begins it's fifteen minute countdown.

                    KLATCH
          A tad much with the clock, I know.
          But -- as you've pointed out --
          I've watched too many movies.
              (smiles)
          Au revoir, Colonel Austin.  I shall
          think of you, from time to time.
          Not often, but still.  And should I
          run into either Sage or Oscar, I'll
          be sure to tell them that you died
          with your boots on.

Klatch mock-salutes Steve and marches away.  Then he stops
short.  He heads back toward the switch on the wall and
throws it.

The microwaves erupt anew in Steve's cage.  He begins
convulsing violently again, rolling about.

Klatch frowns.

                    KLATCH
          That's for not declining politely.

Klatch marches away, leaving Steve writhing in agony amidst
the electrical waves.

INT.  LAUNCH PAD - NIGHT

Soldiers continues to board the carriers, under Gilgamesh's
watchful eye.  Klatch joins his major domo.

                    KLATCH
          Is this the last of them?

Gilgamesh nods.

                    KLATCH
          And the Device has been loaded as
          well?

Gilgamesh gestures toward the largest of the Jets -- a
TRANSPORT -- a few planes away.  Klatch nods.

                    KLATCH
          Then let's clear this dump.  You
          and I will ride with the Device.
          Instruct the others to follow.
              (he rushes toward the
               Harrier)
          Shotgun!

The roof opens, revealing the night sky.  The Jets prepare
for liftoff.

INT.  CONTAINMENT HANGER

Steve writhes on the floor, agony splashed across his face.
He manages a look toward the launch pad.

INT.  LAUNCH PAD - NIGHT

The squad of Harriers lifts into the air, being led by
Klatch's and Gilgamesh's Transport.

INT.  CONTAINMENT HANGER

Steve cranes his neck in the other direction, toward the
Countdown Clock.

It reads Ten minutes and counting.  Steve will more than
likely by permanently incapacitated in half that time.

Steve continues to be beaten by the microwaves.  He looks
around his cage and sees...

The Micro-disc -- the one Klatch has tossed to him.

Steve pulls himself toward it, struggling.

INT.  LAUNCH PAD - NIGHT

The Klatch craft clears the overhead doors and climbs into
the night air.  The second jet begins to follow.

INT.  CONTAINMENT HANGER

Steve reaches the Disc and grabs it.  Pulling himself toward
the edge of the cage he grabs onto the bars and pulls himself
to his feet, all while still being pelted by the devastating
microwaves.  He sets his sights on...

STEVE'S P.O.V. -- the second Jet.  Using his Thermal-sighting
enhancements, the image goes digital, giving a gridded layout
of the cockpit.  Through the grid, we can make out body-temp
visuals of the Pilot and Co-pilot.

Steve winds up with his last bit of strength, and hurls the
Disc with Bionic might.

The Disc whips through the air at incredible speed and
pierces the hull.

INT.  SECOND JET COCKPIT - NIGHT

The Disc imbeds itself into the head of the PILOT, who slumps
forward on the column.

EXT.  LAUNCH PAD - NIGHT

The Second Jet veers and swings around, smashing into the
third carrier, which then flips and spins into the forth and
fifth.  Those carriers smash into the walls of the cave and
are engulfed in a flaming explosion.

INT.  TRANSPORT COCKPIT - NIGHT

Gilgamesh calls Klatch's attention to the mountain as it
emits fire and smoke.

KLATCH'S P.O.V. -- the mountain shakes relentlessly under the
force of the internal explosions and begins to crumble.
Then, we zoom in -- via Klatch's own Bionic sight -- six
times, to catch the detail of the Soldier/Pilot of the fifth
craft screaming as his cockpit is engulfed in flame.

Klatch slams his fist into the side of the cockpit.

                    KLATCH
          DAMN HIM!!!

Gilgamesh offers a questioning look at his master.  Klatch
fumes.

                    KLATCH
          Get us out of here.  Now!

Gilgamesh lays on the thrusters.

Klatch's Transport takes off into the night.

INT.  LAUNCH PAD - NIGHT

The fifth carrier (the one with the screaming, flaming Pilot)
bounces off the inside wall, careening toward the adjacent
Containment Hanger.

INT.  CONTAINMENT HANGER

From his cage, Steve sees the Jet heading toward him.  With
all the strength he can muster, he climbs to his feet -- the
microwaves still lashing him.  He watches the Jet sliding
toward him and times his jump.  A micro-second before the Jet
smashes into the cage, Steve leaps into the air.  The cage
goes skyborn, and Steve runs across it's interior like a
hamster in a wheel and flips onto the hull of the moving jet.
He Bionically leaps from the Jet to a crumbling wall on the
other side of the Hanger, just as the Jet impacts into the
mountain and explodes.

Steve frantically punches the crumbling rock that holds him
above the fire below.  He 'climbs' in this manner toward the
open ceiling, and pulls himself out.

EXT.  THE MOUNTAIN - NIGHT

Balancing along the lip of the mountain, Steve looks back
briefly.

STEVE'S P.O.V. -- bionically enhancing his line of sight,
Steve zeros in on the countdown clock, which hits the two
second mark, then the one.

Steve jumps from the mountain top, into the air.

The Mountain goes nuclear, mushroom-cloud style.

INT.  LAUNCH PAD

Soldiers climbing from the wreckage are seared by atomic
fire, liquefying them.

INT.  CONTAINMENT HANGER

The dazed Soldiers from the Jet that freed Steve, are seared
by the blast.

EXT.  THE MOUNTAIN - NIGHT

As Steve plummets to Earth, the mountain crumbles within
itself.

EXT.  FOREST - NIGHT

Steve lands on one tree, then another, and hits the ground
with a thud.  He shakes off his tumble and climbs to his
feet.  Looking back at the mountain momentarily, he then
races through the woods.

Steve reaches his Jet and climbs inside.

INT.  COCKPIT - NIGHT

The Pilot is dead -- killed by debris that fell from the
exploding mountain.  He slumps over the partially damaged
control board, which sparks.  Steve winces as he pulls the
man's body from the Cockpit and places him on the ground.
Steve pulls the cracked Cockpit window closed and powers up
the jet, while strapping on his helmet.  He snaps on the com-
link.

                    STEVE
          Echo One to Echo Base, do you
          copy?!  Echo One to Echo Base, do
          you copy?!

The dash sparks and the cockpit goes black.  Steve slams his
fist into it a couple of times, and it comes back on.  He
tries the radio again, but now it's completely dead.  Steve
blesses himself and guns his thrusters.

EXT.  FOREST - NIGHT

Steve's Harrier rises into the night sky, and takes off.

EXT.  WASHINGTON D.C. - THE NEXT DAY

It's five in the afternoon here, and already the city streets
are jammed with revelers, preparing for the fireworks.
Everywhere you look, the place is packed with bodies, waving
flags, wearing hats, boozing it up, having a grand ol' time.

INT.  O.S.I. HALLWAYS - DAY

Everyone except Oscar and Sage.  She marches down the hallway
with Oscar following angrily.

                    OSCAR
          We have to give him more time!

                    SAGE
          For all we know, that maniac
          reprogrammed him.  His Pilot hasn't
          reported in the last twenty four
          hours, Austin's tracking devices
          are offline, as are his monitors --
          we've lost contact with him.

                    OSCAR
          This is insane!  He could be en-
          route home now and you're opting to
          blow everything because you're a
          little nervous?

                    SAGE
              (turns to him)
          It's my strong feeling that Colonel
          Austin has gone renegade.  Yes, he
          could be en-route now -- to kill us
          or bomb the capital, maybe.  He had
          specific orders that he's failed to
          comply with -- we're shutting him
          down!

Hauser races up the hall and intercepts the pair.

                    HAUSER
          Sat-com's tracking an unidentified
          transport coming into our airspace
          pretty friggin' fast.  Not on any
          logs or manifests.  Flying due
          south.

                    SAGE
              (to Oscar)
          As if coming from Japan.
              (to Hauser)
          Notify all the intelligence
          branches, and the military.
              (to Oscar)
          You'd better pray it's him, and
          pray he's still one of the good
          guys.

EXT.  THE REFLECTING POOL - DAY

The crowd looms large around the monument.  Loud Music plays.
There's a free Concert going on.  An erected STAGE plays host
to some Michael Bolton-type.

EXT.  SKY ABOVE - DAY

Klatch's Transport zooms overhead.

INT.  TRANSPORT CARGO-HOLD - DAY

The Device sits atop bombay doors.  It's rather unimpressive
-- only about the size of a Volkswagen.  With the exception
of the vents and a few blinking lights, you wouldn't know
what it was if you fell over it.

A full platoon of Cyborg's surround it, lining the walls of
the carrier.

INT.  TRANSPORT COCKPIT - DAY

Gilgamesh flies.  Klatch enters the cockpit.

                    KLATCH
          We over the reflecting pool soon?

Gilgamesh nods.

                    KLATCH
          The Device is programmed to
          activate on landing.
              (jumps in his seat)
          Once the parcel's dropped, we'll
          land on the other side of the city
          and let the troops start tearing
          things apart.

A light on the instrument panel goes off.  Gilgamesh points.
Klatch delights.

                    KLATCH
          Bombs away.

Klatch pulls a lever.

INT.  TRANSPORT CARGO-HOLD - DAY

The Bombay doors open, and the Device drops out of sight.

EXT.  SKY ABOVE - DAY

The Device floats toward the Earth.  A Parachute opens,
slowing it's descent.

EXT.  THE REFLECTING POOL - DAY

The crowd -- grooving to the concert, begins turning it's
attention to the descending Device.  Even the Bolton
lookalike stops singing and silently watches this large box
dropping out of the sky.

The Device lands in the Reflecting Pool, the parachute
falling to the side.  All is quite for a moment, then...

On the Device, a light flashes on.  And a slow whirring
rumbles.

Then there's a deafening SONIC BOOM.

The Crowd panics.  The atmosphere changes colors momentarily,
and electrical charges flash.

Then, the box emanates a gaseous cloud which spreads out from
it's vents.  It begins to overtake the fleeing crowd, and
people fall to the ground, gasping for air.  Hundreds topple
over, dying.

The Ionization of Washington has begun.

EXT.  PENNSYLVANIA AVENUE - DAY

Klatch's Transport lands on the busy thoroughfare, crushing
cars, killing bystanders.

Immediately, a battalion of Army SOLDIERS converge on the
craft, rifles drawn.

The Transport's loading bay opens, and the Cyborg Army
marches out -- opening fire on the Soldiers.  The Soldiers
attempt to fire back, but are cut to ribbons by the
technologically advanced and well-armored Cyborgs.

Half of the surrounding Crowd is cut down; the other half
flee.

Klatch and Gilgamesh emerge, surveying the battle.  Klatch is
pleased.  He nods toward a tank coming up the intersection.
Gilgamesh races toward it.

INT.  TANK - DAY

The GUNNER turns in a panic from his sight.

                    GUNNER
          Sir, there's a... shit!  There
          this...!

The Tank COMMANDER tries to follow.

                    COMMANDER
          Spit it out, Soldier!

                    GUNNER
          Sir, there's a... robot... coming
          at us.

The Commander looks at his monitor.

Sure enough, there's Gilgamesh sprinting toward us.

The Commander goes wide-eyed.

                    COMMANDER
          FIRE!  FIRE!

The Gunner gets Gilgamesh in his sights and pulls the
trigger.

EXT.  PENNSYLVANIA AVENUE - DAY

A MISSILE shoots from the tank, screaming at Gilgamesh.

Gilgamesh catches the Missile and reverses it's direction in
one swift motion.

The Missile hits the Tank, obliterating it.

Klatch joins Gilgamesh, smiling.

                    KLATCH
          Send a platoon to guard the Device.
          Then you and I have a house call to
          make.  I've got some old friends I
          have to pay my respects to,
          Gilgamesh.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

The place is a panic of information.  The Heads of the
Intelligence Community are there -- C.I.A., F.B.I., N.S.A. --
as well as a few Military Generals, and Sage, Oscar and
Hauser.  All watch a bank of Monitors.

                    GENERAL 1
          It's like something out of a
          goddamn movie!

                    GENERAL 2
          They've already gone through three
          battalions of our Soldiers.

                    SAGE
          Where's the President?

                    N.S.A.
          Safely aboard Air Force One.

                    C.I.A.
          This is your tin soldier, isn't it
          Margaret?

                    SAGE
              (coldly)
          No, Roger -- we're under attack by
          Robot Island.
              (to Oscar)
          The Ionization Device?

                    OSCAR
          Activated ten minutes ago.
          Estimated three thousand already
          dead.

                    F.B.I.
          How long 'til it reaches us?

                    OSCAR
          It's processing the ground-level
          atmosphere at three feet per
          second.  At that rate, we'll be
          steeped in a carbon-rich
          environment in approximately ten
          minutes.

                    GENERAL 3
              (hanging up the phone)
          The Third Infantry's on it's way
          there now.

                    OSCAR
          I hope they've been supplied with
          oxygen tanks -- because there's
          none for a five mile radius of the
          Reflecting Pool.

                    GENERAL 3
          All that's been taken care of,
          Mister Goldman.  You just sit back
          and watch the Army take care of
          this.

                    OSCAR
              (under his breath)
          Like they're doing on Pennsylvania
          Avenue?

EXT.  REFLECTING POOL - DAY

A TROOP of oxygen-masked SOLDIERS head over the embankment,
followed by a TANK.  Just as they reach the Pool, five
CYBORGS rise from the water, opening fire, ambushing the
Troops.

The Tank positions it's CANNON for firing.

One of the Cyborgs races forward and leaps on the Tank.  He
pulls the Cannon back, bending the steel, preventing it from
firing.  He leaps from it as the Tank explodes.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

The group watches the action on the monitors.

General 3's face drops.  Sage turns on him.

                    SAGE
          You were saying?  We've got enough
          Oxygen in the installation to
          sustain us until this is all under
          control.

                    OSCAR
          Dammit, Margaret, are you blind?!
          That's an unstoppable army marching
          through the capital!  The only
          control we're going to be under in
          about half an hour is their's -- if
          we haven't suffocated by then!

                    GENERAL 1
          Can't we drop a bomb on it?

                    OSCAR
          I'm guessing that it's housing is
          built from the same alloy that
          Klatch used to mechanize his army --
          and you see what artillery's doing
          to them.

                    N.S.A.
          Then what the hell are we supposed
          to do?!?

                    GENERAL 2
              (to Hauser)
          Seal the installation.

EXT.  PENNSYLVANIA AVENUE - DAY

The Cyborg Army marches up the thoroughfare, laying waste to
everything in it's path, obliterating Soldiers and crowd
alike.

INT.  STEVE'S JET - DAY

STEVE'S P.O.V. -- it looks like a War Zone.  Hell, it is a
War Zone.  The Cyborg Army marches on, explosions erupting
around them.

Then Steve's attention is grabbed by something else.

STEVE'S P.O.V. -- the atmospheric anomaly of the air
ionization.  The dark cloud spreads deeper into the heart of
Washington.  Flash-Zoom in three times for an overview of the
dead crowd around the Reflecting Pool.  Flash-Zoom to a
closeup of the DEVICE performing it's dark deed.

Steve changes course.

EXT.  SKY ABOVE - DAY

The Jet does a one-eighty.

INT.  O.S.I. HEADQUARTERS - DAY

The Sealed Front Doors explode inward.  When the smoke
clears, we see Klatch and Gilgamesh.  Armed Guards open fire
on the pair, but the bullets bounce off.  They march down the
hallway, Gilgamesh breaking the necks of everyone he passes.

INT.  CONFERENCE ROOM - DAY

On one of the Monitors is the grisly sight of Gilgamesh
killing a Soldier.  The screen goes to static.

                    OSCAR
          They're coming.

Then the wall caves in.  Gilgamesh bursts through, followed
by Klatch.

General 1 pulls his sidearm and begins firing at Gilgamesh.
Gilgamesh walks up to him and crushes first his hand, then
his skull.  He throws General 1 to the floor.

Klatch smiles at Sage.

                    KLATCH
          Margaret, Margaret, Margaret.  How
          long has it been?

Sage responds with an icy glare.

                    KLATCH
          Isn't that just like you, Margaret
          -- in control 'til the last.  I
          regret to inform you, however, that
          this situation has been out of your
          control for some time.  As I'm sure
          your little voyeur club has been
          watching...

On the Monitor Bank, we see the Cyborg Army continuing it's
path of destruction.

                    KLATCH
          ... the Main Street Electrical
          Parade is wiping out the
          inhabitants of your fair city.

Klatch smiles, the notices Oscar.

                    KLATCH
          Hey!  Golden-boy!  Long time, no
          see.

                    OSCAR
          Where's Colonel Austin?

                    KLATCH
          Ah -- the player to be named later.
          I'll have you know, your little
          second-stringer did manage to wipe
          out two thirds of my army.  Were it
          not for his valiant efforts, the
          oh-so-hostile takeover of the
          capitol would be long over -- so
          you can take some comfort in that.
          However, it's my regret to inform
          you that he is now only some
          radioactive scrap metal in the
          bowels of Mount Fuji.

Oscar is stunned, then saddened.

                    KLATCH
          Let's all have a seat, shall we?
          While we wait for the Ionization to
          reach your precious H.Q.

                    GENERAL 2
          Then you'll be killed too.

                    KLATCH
          On the contrary -- when the good
          people at O.S.I. re-built me, one
          of the enhancements they added was
          the internal re-breather that was
          to enable me to breath underwater
          once activated.
              (to Sage)
          For those high seas expeditions,
          right Maggie?
              (to General 2)
          So you see, it'll come in quite
          handy when there's no oxygen to be
          had.  Would've come in handy for
          the late Colonel Austin as well, if
          he wasn't so... dead.

INT.  COCKPIT - DAY

Steve sets coordinates on his control panel.

The monitor details the Cyborg Army blasting it's way down
Pennsylvania Avenue, miles ahead.

Steve flicks a switch.  The Auto-Pilot engages.  He pops the
hatch on the Jet, being met with rushing air.  He fights
against it and climbs out of the cockpit.

EXT.  JET - DAY

Steve dashes across the top of the Jet and leaps off the
tail, soaring into mid-air.

EXT.  REFLECTING POOL - DAY

Steve lands in the Pool, sinking like a stone in the water,
impacting deep into the cement bottom of the Pool.

EXT.  PENNSYLVANIA AVENUE - DAY

The Cyborg Army marches on.  The Leader looks up.

EXT.  SKY ABOVE - DAY

The Abandoned Jet is screaming at them.

EXT.  PENNSYLVANIA AVENUE - DAY

The Cyborg Army is mowed down by the Jet as it crashes into
the thoroughfare, skidding down the Avenue, and taking most
of the Army with it deep into the pavement.  It explodes,
descimating the Cyborgs.

The U.S. Army rallies, crushing the remnants of the Cyborg
Army with heavy firepower.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

One of the monitors displays the wreckage.  Gilgamesh turns
from the screen to Klatch and snaps.

Klatch looks up and sees the devastation.  He races to the
monitor bank and studies the screen, angrily.

                    KLATCH
          Austin!

Sage looks to Oscar, who in turn looks to the monitor that
displays the Reflecting Pool.  Klatch catches on.

                    KLATCH
              (to Gilgamesh)
          The Device!

Gilgamesh dashes from the room.  Klatch puts his fist through
one of the monitors.  Then something below catches his
attention.

On one of the smaller Monitors, we see the tiny form of Jamie
-- alone in a sterile holding cell.

Klatch looks to Sage, grinning.

                    KLATCH
          Miss Summers, I presume?

EXT.  REFLECTING POOL - DAY

Steve bursts out of the water, trying to take in air -- but
there is none.  He engages his internal re-breather.

Then, the Five Cyborg Soldiers open fire on him.  Steve is
hit countless times, before he can take cover behind the
Device.  He scans his surroundings wildly -- his eyes falling
on...

A fallen Troop Soldier... and his unused MISSILE LAUNCHER.

Steve bionically leaps from his cover to the Weapon -- the
Cyborgs firing at him all the way.  He rolls behind a pile of
bodies and grabs the Launcher.  He sets it up atop the
bodies, and forces his fists into the ground.

The Cyborgs fire relentlessly, until their LEADER raises his
hand.  They assess the lack of return fire as their defeat of
Steve.  The Leader waves them forward, and they slowly
proceed in a line toward the distant makeshift encampment.

CYBORG P.O.V. -- the launcher still peaks out over the
bodies, but there's no movement from the unseen side.

Then, behind them, Steve shoots out of the ground by the
still-burning tank -- he tunneled under them!  Steve grabs
the Tank, lifting it over his head, and throws it at them.

The Soldiers are collectively crushed beneath the Tank.

Steve shakes his head in disbelief, and races to the Device.

Jamming his fists into the structure, he rips the large box
apart, hurling metal as he digs.  Sparks fly and wires burst
as Steve shreds the Device.

Then, two metal arms envelope Steve.  Gilgamesh is on him --
pulling him from the Device.  He flips Steve over his head,
sending him sailing a few yards away.  Gilgamesh bionically
leaps from the Pool.

The Device is still activated.

Steve climbs to his feet to be met by Gilgamesh, landing in
front of him.  They trade blows -- a battling pair of titans.
Gilgamesh -- long-skilled at this -- clearly has the upper
hand.  Steve is preoccupied with shutting down the Device.
With every battle-free second, he races toward it -- only to
be pulled back by the relentless Gilgamesh.

Gilgamesh swings Steve against the side of the Pool.  From
his forearm, a STEEL BLADE shoots out, and Gilgamesh leaps
atop Steve with it.  He begins plunging it in and out of
Steve's arm mercilessly.  Steve is in agony.  Then, he
manages to secure a piece of the metal torn from the Device
earlier.  He brings it up into Gilgamesh's eye -- stabbing
through, sending Gilgamesh reeling backwards. teve  begins
rallying back, knocking the hell out of the silent Cyborg,
until he picks Gilgamesh up over his head, and hurls him with
all his might at the Device.

Gilgamesh sails into the box, crushing through it.  It sparks
and explodes, electrocuting Gilgamesh to death, and
effectively shutting down the machine.

EXT.  WASHINGTON - DAY

The Ionization Process halted, the Carbon Cloud begins to
immediately dissipate everywhere in the city -- being
replaced with fresh oxygen.  Various shots detail this.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

The Group cheers, Oscar leading them.

                    OSCAR
          He's shut it down!

                    GENERAL 2
              (off phone)
          Command says the E.P.A. estimates
          ten minutes 'til the atmosphere is
          back to life-sustaining.

                    OSCAR
              (hugging Sage)
          He did it, Margaret!

But Sage seems a bit chilly as she watches the monitors over
Oscar's shoulder.

EXT.  REFLECTING POOL - DAY

Steve collapses by the side of the Pool, breathing heavily
and nursing his arm.  Suddenly, two fists come down on his
head like a pile-driver.

Klatch stands above Steve, fiercely.

                    KLATCH
          You killed my friend...

He brings his foot down on Steve's wounded arm, Steve screams
out in pain.

                    KLATCH
          ... Leveled my Army...

He picks Steve up over his head.

                    KLATCH
          ... and broke my air conditioner!

Klatch hurls Steve against the Stage.  Steve sails through
it, bringing it down on top of him.  He's pinned beneath the
structure.  Klatch approaches him.

                    KLATCH
          See, I believe in the old law of an
          eye for an eye.  Which means that
          you kill one of mine...

Klatch grabs Steve's head and points it to something
offscreen, high above.

STEVE'S P.O.V. -- high atop the nearby Washington Monument,
Jamie hangs.  The rope tied around her two hands and secured
to the pinnacle of the Monuments is the only thing that keeps
her from plummeting to her death.  She screams, tears
streaming down her face.

                    KLATCH
          ... I kill one of your's.

Steve goes white-hot with rage.  He pulls himself free from
the wreckage, while Klatch grabs a sniper-rifle from a fallen
Soldier.  Steve lunges at him, but Klatch trains the rifle on
the target high above.

                    KLATCH
          Not so fast, hot-shot.  You move
          toward me, I pull this trigger, and
          BLAM!  One speeding bullet
          introduces itself to that already
          tense rope, and the ground
          introduces itself to Miss Summers.

                    STEVE
          If she falls...

                    KLATCH
          Then she dies.  Or maybe not.
          Maybe your buddy Oscar hooks her up
          with Bionics as well, and puts her
          to work for O.S.I.
              (beat)
          Too far-fetched.  Beside, you ever
          see what a fall from that height
          can do to the cybernetically
          challenged?

                    STEVE
          It's over, alright?!  Your half-
          baked vision of a Cyborg nation is
          history!  Your army's been laid to
          waste!  And without them, or your
          death-machine, you're going to be
          scrapped by the U.S. Army in a
          matter of seconds!

                    KLATCH
          But I'll take what's left of your
          humanity with me by dropping your
          last hope for normalcy like a
          discarded marionette!

Then, a thought occurs to Klatch.  His attention shifts from
his rifle-sight to Steve.

                    KLATCH
          No.
              (he tosses the rifle)
          No, actually, I have a better idea.

Steve races at him, and the pair engage in fierce hand-to-
hand combat.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

The Group watches the monitors, which display the battle
between Klatch and Steve.

                    OSCAR
          Good God, he's taking Klatch on by
          himself!
              (to General 2)
          How long 'til you can get your
          Troops in there?

                    GENERAL 2
          Estimate five minutes.

                    OSCAR
          Five minutes?!  He'll take Steve
          apart!

                    SAGE
              (urgently)
          We have to shut him down.

EXT.  THE REFLECTING POOL - DAY

The Titans clash, beating one another senseless, throwing
everything and anything they can each other's way.

                    KLATCH
          That's it boy... show me what you
          got!

Steve rushes Klatch and slams both fists into him, but Klatch
uppercuts Steve and kicks him in the stomach, sending him
reeling.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

Oscar stares at Sage, shocked.

                    OSCAR
          Shut him down?!?!  Are you
          insane?!?  He just saved the city,
          not to mention the world!!

                    SAGE
              (picking up the phone)
          Yes, but he's no match to Klatch's
          strength, capabilities, or
          ruthlessness.  If we shut him down
          now, we can halt the damage Klatch
          will most assuredly inflict on our
          hardware.

EXT.  REFLECTING POOL - DAY

Klatch and Steve trade fierce blows, but clearly Klatch is
the superior of the two.

                    KLATCH
          That's it boy -- show them what a
          threat you represent!  Show them
          that technology unleashed!

Steve lunges at Klatch and throws him against the base of the
Monument, making a deep impact.

Atop the Monument, the force of the blow tosses Jamie from
side-to-side, screaming.

INT.  O.S.I. HEADQUARTERS CONFERENCE ROOM - DAY

Oscar grabs the phone from Sage and slams it down.

                    OSCAR
          This is going too far, Margaret.  I
          thought you lost it when you had
          Jamie arrested as a threat to
          National Security, but this is
          beyond even that!  This is a man's
          life we're talking about!

                    SAGE
          Look at those screens, Oscar!  Look
          at what he's capable of.  He's
          served his purpose -- we have
          Klatch out in the open.  But now
          Austin's losing it -- and causing
          serious damage to all our hard work
          in the process!  This has to be
          stopped now!

                    OSCAR
          You'll kill him!!

                    SAGE
          His processors will deactivate, yes
          -- but he can be reprogrammed.

                    OSCAR
          Reprogrammed?!?  Dammit, Margaret --
          he's not a machine, he's a human
          being!!!

                    SAGE
              (grabbing phone)
          How many times are we going to have
          this argument, Oscar.  He's a
          weapon.  An expensive weapon, and
          it's my job to marshal and protect
          this agency's investment.

Oscar slaps Sage hard across the face.

                    OSCAR
          PUT THAT PHONE DOWN NOW, OR SO HELP
          ME MARGARET, I'LL KILL YOU!!!

Sage stares at Oscar in shock.

                    SAGE
              (calling over her
               shoulder)
          Guard!

An armed GUARD rushes to her side.

                    SAGE
              (eyes on Oscar)
          If Mister Goldman doesn't step back
          this instant, I want him shot.

Oscar stares at Sage, coldly.  The Guard points his sidearm
at Oscar.  Oscar backs up.  Sage stares Oscar down, then
turns her attention to the phone.

                    SAGE
              (into phone)
          This is Sage.  Shut him down.  Now!

EXT.  THE WASHINGTON MONUMENT - DAY

Steve leaps over the fallen Klatch and digs his feet and
fists into the Monument, attempting to climb it to save
Jamie.  He gets up a few feet, when Klatch leaps up at him
and grabs ahold, dragging them both back to the ground.

Klatch lands atop Steve, pummeling him, giggling -- both now
severely battle-worn, metal and wires poking out of their
respective 'skins'.

                    KLATCH
              (taunting)
          Oh, Half-Pint, Pa's going to
          demolish you, strap on something
          nasty and ride your girlie into
          Hell!

Steve freaks and rallies.  He forces his knees into Klatch's
midriff, and flips him over, landing atop his chest.  He digs
his fists into the cement and pulls out a chunk, bringing it
down repeatedly into Klatch's skull.

                    STEVE
          I'M GONNA TEAR EVERY CIRCUIT FROM
          YOUR BODY AND EAT YOUR BLACK
          FUCKING HEART!!

Klatch alternates from grimaces of agony to howls of laughter
and weakened smiles.  Steve's got him on the ropes now.

                    KLATCH
              (weakly)
          Thatta boy... you idiot... show
          them... show them... what they're
          afraid of...

INT.  O.S.I. OPERATIONS MONITORING - DAY

Hands punch a set of codes into a computer.  A panel lifts,
revealing a retracted button.  It rises from the control
board and pops out, lit.

The Hands type.

On the Monitor, a schematic of Steve's Bionic Body is
displayed.  The screen reads "SYSTEM SHUTDOWN".  A notice
then blinks on the screen that reads "READY".

The Hand pushes the button.

The screen reads "SHUTDOWN ACTIVATED.  TWO MINUTES TO RELAY".
The schematic detailing Steve's Body shows a small area in
Steve's ARM blinking red.

EXT.  THE WASHINGTON MONUMENT - DAY

Steve continues to bludgeon Klatch.  Then he freezes.  He
feels an electrical charge.  His face goes pale.  He shuffles
backwards off Klatch.

                    STEVE
              (shocked)
          No...

Klatch laughs, pulling himself to his feet.

                    KLATCH
          You know what that is... don't you,
          boy?

Steve feels his arm helplessly.  His eyes are filled with
panic.  Klatch grimaces.

                    KLATCH
          That's your goddamn Fail-safe.

Steve drops to his knees.

                    STEVE
          NOOOOO!!!!!

Klatch supports himself against the Monument.

                    KLATCH
          You showed them your savage, true
          colors, boy... and it's got them
          scared...

Steve rolls from side-to-side.

                    STEVE
              (to no one)
          WHY?!?!

                    KLATCH
          Because you're not one of them...
              (beat)
          ... you're one of us.

Holding his wounded side, Klatch reaches for the sniper
rifle.

                    KLATCH
          I told you I saw their plans for
          you, Tin-Man... Sage had every
          intention of reprogramming you once
          you did her dirty work for her...
          and now that you've served your
          purpose... she's shutting you down.

Steve grabs at his arm, frantically.  And then, a thought
begins to dawn through the haze of pain.

But Klatch now has the sniper rifle in hand.

                    KLATCH
          What's it like?... Knowing...
          feeling... all those processors
          that keep you alive... they're
          shutting down... one by one... All
          while you're still conscious...
          What's it like to know that you've
          been abandoned?...
              (hoists the rifle onto his
               shoulder)
          I'll tell you, I'm glad they
          weren't advanced enough back then
          to install one of those in me...

Then, it hits Steve.  The arm -- it starts in the arm.  Two
minutes, Oscar told him.

                    KLATCH
          You may have beaten me, boy... But
          I did you one better... Forced
          masturbation, you might say...
              (smiles)
          I made you beat yourself... And as
          a parting gift...

Klatch lines up the rifle sight with his eye.

KLATCH'S P.O.V. -- first Jamie.  Then, the ROPE that holds
her aloft.

                    KLATCH
          ... I'm gonna impart one last
          lesson in pain to you...

Steve climbs to his knees and looks at his arm.  He steels
himself, and grasps his arm by the shoulder.

Klatch wraps his finger around the trigger.

                    KLATCH
          I'm gonna smash your pinata.

Klatch fires as Steve -- his face flush with agony -- rips
his arm out of the socket, and in one swift motion, spins it
and plunges it into Klatch's chest.

Klatch goes bug-eyed -- as the circuits fuse into his chest,
and relay the Shutdown into his circuits.

ABOVE -- the bullet rips through the rope above Jamie's
wrists.

Jamie plummets toward the ground.

BELOW -- Steve crouches and leaps into the air.

Klatch falls to the ground, writhing as the Fail-Safe from
Steve's arm begins shutting down his own processors.

                    KLATCH
          NOOOOOOO!!!!!

ABOVE -- Steve meets Jamie halfway up the Monument, catching
her with his one good arm.  They descend.

BELOW -- Steve lands with Jamie, his Bionic legs taking the
shock of the fall.

Klatch wrestles madly with the arm in his chest, attempting
to extract it.  But his own limbs are giving out, thanks to
the Fail-Safe relay.

                    KLATCH
          YOU BASTARD!!!!

Steve releases Jamie and looks down at Klatch.  He crouches
down to Klatch's ear.

                    STEVE
              (wincing in pain)
          How does it feel... to know that
          technology... catches up with...
          even the best of us?

Klatch's eyes lock on Steve's.  A pained, betrayed expression
fills them.

                    KLATCH
              (weakly)
          We... we're brothers... the same...

                    STEVE
              (shakes his head slowly)
          I'm not like you, you sonovabitch.
              (pulls Klatch up by the
               collar)
          I'm a man!

Klatch's eyes go wide as his last processor -- his Neural Net
Processor -- shuts down.  And the Beast dies.

Steve releases him and falls into the arms of the crying
Jamie.

And there they stand, embracing, amongst the two leveled
Armies, a battle-scarred landscape, and the dead Klatch.

                                           FADE TO BLACK.

FADE IN:

EXT.  O.S.I. HEADQUARTERS - DAY

All seems back to normal.  A subtitle burned in reads "TWO
MONTHS LATER".

                    VOICE OVER
              (secretarial)
          Colonel Austin here to see you,
          sir.

INT.  OSCAR'S OFFICE - DAY

Oscar sits at a large desk in what was formerly Sage's
office.

                    OSCAR
              (into speaker)
          Send him in.

Oscar stands.

The door opens and Steve -- completely refurbished and
repaired -- enters.  Oscar meets him halfway and shakes his
hand jovially.

                    OSCAR
          "We can rebuild him.  We can make
          him better, stronger..."

                    STEVE
          Later.  I just wanted to stop in
          and say goodbye.
              (looks around)
          New office, huh?

                    OSCAR
          The new O.S.I., Steve.  After
          Margaret's dismissal, everything
          here has changed.  Even the food's
          better.

                    STEVE
          I'll bet.

They chuckle for a moment, then awkward silence.  Until...

                    OSCAR
          You look great.  I was at the
          hospital a few times to check in on
          you, but you were still out.

                    STEVE
          I know.  Jamie told me.

                    OSCAR
          How do you feel?

                    STEVE
          Great.  Better than the last time.
          Hopefully better than the next
          time.
              (eyes Oscar)
          Isn't that right?

                    OSCAR
              (shakes his head)
          Like I said, Steve -- it's a new
          O.S.I.  You're no longer obligated
          to work for us.  There are no Fail-
          Safe's built into you, and no
          collar around your neck.  It's your
          life, now.  Completely.

                    STEVE
              (beat)
          Thanks.

                    OSCAR
          But I won't lie to you -- I'd hope
          you'd come back to work with us...
              (beat)
          With me.

                    STEVE
          I don't know.  The benefits aren't
          all that hot.  Do you know what
          kind of deductible I have on my
          hospitalization?

They laugh.  Then...

                    OSCAR
          I hope you do come back one day,
          Steve.

                    STEVE
          We'll see.

Steve offers Oscar a smile.  Then...

                    STEVE
          Well, I'm gonna bolt.  Want to get
          out of this city for awhile -- see
          the country.

Oscar walks Steve toward the door.

                    OSCAR
          If you don't send me at least one
          post-card, we're quits, Austin.
          That much I promise you.

                    STEVE
          I owe you that.
              (beat)
          I own you that and more.

                    OSCAR
          You don't owe me anything except a
          promise that you'll give that girl
          of your's a breather every so
          often.  I've heard about you Bionic
          types and your libidos...

                    STEVE
              (seriously)
          No, Oscar -- I do owe you.

Steve offers Oscar an appreciative look.

                    STEVE
          Thank you.

Oscar smiles.  They shake hands.  Then Steve pulls Oscar into
an embrace.  He hugs his friend -- all is forgiven.  They
separate.

                    STEVE
          I'll be in touch.

Steve opens the door and exits.  Oscar watches him go, giving
is a view of the door behind him, which reads "OSCAR GOLDMAN
- DIRECTOR OF OPERATIONS".

EXT.  O.S.I. HEADQUARTERS - DAY

Steve steps outside of the building.  He looks around.

Jamie's car pulls up.  She leans over and opens the passenger
side door.

                    JAMIE
          Hey metal man -- interested in a
          lube job?

Steve climbs into the car.

INT.  JAMIE'S CAR - DAY

Steve closes his door.  They kiss.  Then...

                    JAMIE
          Let me look at you.

She looks him over.

                    JAMIE
          Very nice.  Very nice.  Let me ask
          you something -- did they replace
          everything?

                    STEVE
          They replaced everything that was
          deficient.

                    JAMIE
          My point exactly.  So did they
          replace everything?

                    STEVE
              (mock anger)
          What the hell are you insinuating?

                    JAMIE
          Nothing, nothing.  It's just that,
          in a world where they can make you
          better, stronger and faster...
              (smiles)
          Well, did they mention anything
          about longer?

                    STEVE
              (playing along)
          No, but they did mention that they
          could do a few things for you.  You
          know -- nip and tuck here, pull
          some of that cottage cheese off
          there, reduce those saddlebags...

                    JAMIE
          Saddlebags?!?

                    STEVE
          Well, we're not talking anything
          big here -- just a couple of
          pounds.

EXT.  O.S.I. HEADQUARTERS - DAY

The car, containing Jamie Summers and Steve Austin -- the
Bionic Man -- pulls into the bustling Washington traffic.

                    JAMIE (V.O.)
          Couple of pounds!  Men -- you're
          such robots.

                    STEVE (V.O.)
          Tell the robot you love him.

                    JAMIE (V.O.)
          God help me.

                    STEVE (V.O.)
          Tell him...

                    JAMIE (V.O.)
              (sighs)
          I love the robot.

                    STEVE (V.O.)
              (robotic)
          DOES NOT COMPUTE.

                    JAMIE (V.O.)
          Don't press your luck, Austin.

And soon, their car is lost amongst all the others.

                                                FADE OUT.