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