STAR BLAZERS
written by Tab Murphy

Sept. 10, 1997

- - -

	FADE IN

	The surface of the MOON fills the frame. This date appears:

					2098 AD

	BEGIN CRAWL

					NARRATOR
			Five years ago, an aggressive alien
			race of humanoids entered the solar
			system bent on the conquest and
			extermination of mankind. The
			Gamelons reduced the surface of the
			planet to a radioactive wasteland.
			Remnants of the human race continue
			to survive in underground cities
			where resistance fighters carry out
			missions against the Gamelon armada.
			Time is running out. Gamelon raids
			have increased as the aliens seek to
			locate these last pockets of
			humanity and end the long war once
			and for all...

	TILT DOWN from the moon to reveal THE EARTH -- a dying planet scorched
	from five years of global warfare. A fleet of BATTLECARRIERS and
	DESTROYERS are deployed in space just beyond the earth's contaminated
	atmosphere -- THE GAMELON ARMADA. Several dozen small GAMELON ATTACK
	FIGHTERS buzz amongst the bigger ships like mad hornets. Suddenly, the
	fighters drop seamlessly into formation and blast away toward the
	scarred earth below.

	EXT. EARTH'S SURFACE - DAY

	The squadron of Gamelon fighters hurl straight for the earth's burned
	and cracked surface, suddenly split off into four groups.

	MONTAGE - CITIES AROUND THE WORLD

	Gamelon fighters fly over vast amounts of smoking rubble that was once
	SAN FRANCISCO. They wing past the GOLDEN GATE BRIDGE, now a twisted
	hulk half-collapsed into the dry bed of Frisco bay.

	Gamelon fighters buzz the Eiffel Tower -- miraculously still standing
	-- the only evidence that the burning scrap heap spread out before it
	was once the city of PARIS.

	The devastation in LONDON makes the blitzkrieg seam tame in
	comparison. Gamelon fighters wing past the charred clock tower of Big
	Ben. Everywhere, the destruction is complete; absolute.

	EXT. MT. RUSHMORE (DAKOTA) - DAY

	Mt. Rushmore. Or what's left of it. The four famous heads are
	pockmarked from numerous impact hits. PUSH IN on Teddy Roosevelt, to
	his hollowed out left eye and a lone FIGURE IN A RADIATION SUIT
	sweeping the horizon with a heat scanner. These words appear:

			EARTH DEFENSE FORCES HEADQUARTERS; DAKOTA

	INT. CAVERNS - DAY

	Deep inside the mountain, a labyrinth of interconnected caverns and
	tunnels; the nerve center for resistance operations against the
	Gamelons. A squad of uniformed MULTI-NATIONAL SOLDIERS march along a
	dimly lit connector tunnel stacked with crates of supplies. When they
	are safely past, a dirty-faced girl of seven pokes her head out. ERIKA
	WILDER brushes long, stringy bangs from her eyes, moves cautiously
	forward. She holds a stick like a gun, eyes darting into the shadows.
	Suddenly, a collective WAR CRY as a DOZEN FERAL ORPHANS of varying
	ages leap from their hiding places! They surround Erika and 'shoot'
	her with an array of crude 'weapons' of their own!

					CHILDREN
			You're dead! You're dead!

					ERIKA
			It's not fair! No one ever plays the
			Humans but me!

					FAT KID
				(shrugs)
			Humans always lose.

					ERIKA
			Ky brothers never lose!

	A Big Kid steps forward, sneers --

					BIG KID
			Not yet. But they will. Then you'll
			be alone. Just like the rest of us.

	Erika SMASHES the bigger kid over the head with her stick! A fight
	ensues!

									CUT TO:

	A RADAR SCREEN -- Four blips appear onscreen, coming out of the east.
	A RADAR OPS TECHNICIAN eating a sandwich leans in for a cloaer look.

					RADAR TECH
			There goes the neighborhood...

	INT. CONNECTOR TUNNEL - DAY

	The high-pitched keening of an air raid SIREN interrupts the fight.
	The orphans know the drill. They scatter back down the tunnel. Erika's
	lip is bleeding. The big kid's eye is swollen.

					BIG KID
			Lucky for you!

	The big kid turns and races after the others.

	INT. BASE COMMAND - DAY

	MAJOR GENERAL RAFE KOGEN -- mid-fifties, charismatic Supreme Commander
	of the STAR FORCE -- approaches the bank of radar screens.

					KOGEN
			What have you got?

					RADAR TECH
			Gamelon fighters. Heading straight
			for us, General.

					KOGEN
			Scramble Astrotighters to intercept.
			And put that sandwich away.

	The embarrassed Radar Tech fumbles his sandwich away, executes the
	order.

	INT. CONNECTOR TUNNEL - DAY

	Erika is hurrying along the connector tunnel when UNIFORMED SOLDIERS
	flood past. She spots several familiar faces.

					ERIKA
			Alex! Derrick!

	ALEX and DERRICK WILDER break off and approach their sister. Saddled
	with collegiate good looks and competitive spirits, each carries a
	pilot's helmet.

					ALEX
			You little waif! Why aren't you in a
			bunker?

	At twenty-seven, Alex is two years older than his brother. His uniform
	is adorned with the stripes of an ace fighter pilot. Derrick's is
	conspicuously absent of decoration.

					ERIKA
			Are you flying?

					ALEX
				(winks)
			The Gamelons better hope not.

	Derrick kneels, touches Erika's lip.

					DERRICK
			What happened?

					ERIKA
			One of the boys made a joke. It
			wasn't funny.

	Derrick smiles, ruffles her hair.

					DERRICK
			That's the Wilder spirit.

	EXT. BADLANDS (DAKOTA) - DAY

	The FOUR GAMELON FIGHTERS are cruising in formation over the badlands.
	They hug the earth, dipping and rising with the flow of the cracked
	terrain.

	INT. BASE COMMAND - DAY

	The Radar Tech stares at the screen, shouts --

					RADAR TECH
			Two hundred out and coming fast!

	General Kogen slams his fist down!

					KOGEN
			Why aren't those fighters airborne?

	A RADIO TECHNICIAN shouts from across the way.

					RADIO MAN
			We're waiting on Wilder, sir!

	INT. CONNECTOR TUNNEL - DAY

	Derrick wipes the blood from Erika's mouth. Over a loudspeaker --

					VOICE (os)
			Alex Wilder! Report to Fleet
			Command!

					ALEX
			Gotta run. Little bro, see that she
			gets to a bunker.

	When Derrick starts to protest --

					ALEX (cont'd)
			Don't worry, hot shot. You won't
			miss anything. Kiss for luck.

	Erika kisses her brother's cheek. Alex hurries away. Derrick watches
	him go, disappointed.

					ERIKA
			I can take care of myself.

					DERRICK
			I know, Peach. But who's going to
			take care of me?

	Derrick takes his sister by the hand, walks her back up the tunnel
	away from the action.

	INT. FLEET HANGER - DAY

	A massive cavern has been converted into a hangar/staging area.
	Elevator doors open and Alex Wilder steps out into a whirlwind of
	activity. He races across to his ASTROFIGHTER (combination jet
	fighter/spacecraft). He's intercepted by a DECK COMMANDER in a foul
	mood.

					DECK COMMANDER
			Wilder! Next time we wait for you
			you're scrubbing latrines! That's
			straight from Kogen!

	Alex looks up to find a lone figure standing at a huge window
	overlooking the hangar. Alex smiles and gives Kogen a thumbs up before
	turning and climbing toward the pilot's seat. High above, Kogen
	smiles. He likes his top pilot's brashness.

	INT. COCKPIT (ASTROFIGHTER) - DAY

	Alex settles into the pilot's seat. His co-pilot, LANCE, is already
	aboard. They ready the fighter.

					LANCE
			Nice of you to join us, ace.

					ALEX
			Jeez, what's with everybody? You'd
			think the world was being invaded or
			something.

					LANCE
			Good one, buddy. Don't quit your day
			job.
				(beat)
			What about Derrick?

					ALEX
			He's sitting this one out.

					LANCE
			He's gonna have to fly combat sooner
			or later, Alex.

	Alex clicks the radio in his helmet on.

					ALEX (cont'd)
			Afternoon gentlemen. Let's go kill
			some bad guys.

	The pilots in the three other Astrofighters all give a 'thumbs up'.

	INT. FLEET HANGAR - DAY

	A WARNING BELL screams. DECK HANDS scramble away as GIANT HYDRAULICS
	lift the platform holding the four Astrofighters toward the ceiling of
	the cavern.

	INT. ORPHANAGE - DAY

	Naked light bulbs strung across a small, dismal cavern illuminate the
	ORPHANAGE. A dozen worn and tattered mattresses litter the floor. The
	other children mill about, play games. Erika is seated on her 'bed',
	looking at two tiny framed photographs of her parents. Derrick is
	crouched beside her.

					ERIKA
			Derrick? Are Mommy and Daddy still
			watching over us?

					DERRICK
			Every second, sweetheart.

					ERIKA
			Then nothing's going to happen to
			us, right.

					DERRICK
			That's right. Gotta go.

	Derrick hugs and kisses his sister, stands to go.

					ERIKA
			Derrick? Kill a Gamelon for me.

	There is something chilling in the child'a calm, flat tone that
	momentarily unsettles her older brother.

					DERRICK
			You got it.

	Derrick turns and hustles out of the orphanage.

	EXT. BASE OF MT. RUSHMORE - DAY

	A section of the ground pulls back revealing an enormous shaft out of
	which rises the platform holding the Astrofighters. Rockets FIRE and
	the fighters lift off to meet the enemy.

	INT. FLEET HANGAR - DAY

	Elevator doors open and Derrick rushes in, pulling on his helmet. He's
	immediately met by the Deck Commander.

					DECK COMMANDER
			Slow down, son. You missed the boat.
			Next time.

	The Deck Commander claps Derrick on the shoulder, walks away. Derrick
	pulls off his helmet, dejected.

					JO (os)
			Always a bridesmaid, never a
			bride...

	Derrick turns to find an attractive young woman, JO ASHTON, dressed in
	uniform and holding a helmet at her aide.

					DERRICK
			Speak for yourself, Jo. I'll get my
			shot.

	Jo joins Derrick as he walks back toward the elevator.

					JO
			I don't know what's worse -- being
			the little brother of the best
			fighter pilot or being the only
			woman fighter pilot.

					DERRICK
			Being the woman, of course.

	Jo stops as Derrick enters the elevator.

					JO
			What's that supposed to mean?

	Derrick punches a button, looks at Jo.

					DERRICK
			C'mon, Jo. Everyone knows women have
			no sense of direction.

	The elevator doors start to close.

					JO
				(angry)
			I can fly circles around you,
			Wilder!

	Derrick waves as the doors shut.

	EXT. BLACK HILLS - DAY

	The Black Hills are just that -- black and scorched. The Gamelon
	Fighters wing into view, bearing down on Mt. Rushmore. They launch
	missiles.

	INT. BASE COMMAND - DAY

	The Radio Tech turns from his screen, shouts --

					RADAR TECH
			We have a launch! Pulse torpedos!

	INT. ORPHANAGE - DAY

	The HEADMISTRESS blows a shrill whistle hanging from her neck. The
	kids scramble to their mattresses and hide beneath them as the first
	pulse torpedos slam topside. The ground shakes. Dirt falls from the
	ceiling. Erika is hiding under her mattress. Another missile rocks the
	fortress. She closes her eyes, terrified.

	EXT. OVER MT. RUSHMORE - DAY

	The Gamelon Fighters wing past the dead Presidents. One suddenly
	erupts in a BALL OF FIRE as the Astrofighters swoop out of nowhere and
	give chase! A fierce dogfight ensues over the skies above Mt.
	Rushmore!

	INT. COCKPIT - DAY

	Alex is locked on one of the Gamelon Fighters.

					ALEX
				(singing)
			'It's a wonderful day in the
			neighborhood -- '

	He fires.

	EXT. ASTROFIGHTER - DAY

	Concussion pulses fire from shock cannons located under the wings. One
	of the pulses hits the Gamelon Fighter dead center, disintegrating it.

	INT. COCKPIT - DAY

	Alex banks the Astrofighter sharply, looking for another target.

					ALEX (cont'd)
			' -- a beautiful day in the
			neighborhood -- '

					LANCE
			Dead ahead!

	A Gamelon Fighter is headed right at their nose, firing wildly! Alex
	bears down. The two fighters are on a collision course!

					ALEX
				(singing)
			'Won't you be -- '

	At the last possible moment, Alex FIRES! The Gamelon Fighter bursts
	into a BALL OF FIRE! The Astrofighter flies right through the flames
	and out the other side!

					ALEX (cont'd)
			' -- my neighbor?'
				(beat)
			Lance? You okay?

					LANCE
				(rattled)
			You know me, pardner. I'm just along
			for the ride.

	Alex grins.

	EXT. OPEN SKIES - DAY

	As the Astrofighters drop into formation and head back to base --

					ALEX (os)
			Altogether, boys!

					PILOTS (os)
				(singing)
			'It's a wonderful day in the
			neighborhood, a beautiful day in the
			neighborhood...'

	INT. CONFERENCE ROOM - DAY

	In a giant cavern deep underground, a single light source illuminates
	a long table around which sit various CAPTAINS, WING COMMANDERS and
	SQUADRON LEADERS. Alex and Derrick are seated together. Jo is across
	the table. General Kogen and COLONEL STONE, an englishman and Deputy
	Chief of Staff of the Star Force, study the expectant faces around the
	table.

					KOGEN
			Our spy satellites have pinpointed
			the Gamelon Armada. Tomorrow morning
			at 0600 we will launch a surprise
			attack, the largest assault against
			the Gamelons since the start of the
			war.

	The buzz around the table is immediate and electritying.

					KOGEN (cont'd)
			We're all aware of the Gamelons
			uncanny ability to second guess our
			every move. That's why you've been
			kept in the dark up until now. If
			you're surprised, let's hope the
			Gamelons will be too. Colonel Stone?

	Colonel Stone steps forward, presses a hidden button under the table.
	A HOLOGRAM of the Gamelon Armada appears floating above the table.

					STONE
			The plan calls for coordinated
			strikes from all EDF sectors --
			battleships, attack carriers,
			cruisers -- with fighters providing
			support.

	EDF forces appear in the hologram and surround the Gamelon Armada.
	Colonel Stone looks at the eager faces around the table.

					STONE (cont'd)
			We're throwing everything we've got
			at them. Captain Alex Wilder will be
			Squadron Commander for our sector.

	Several pilots around Alex pat him on the shoulder.

					STONE (cont'd)
			Final assignments are being posted
			as we speak.

	Kogen steps up to the table.

					KOGEN
			You all know what's at stake. The
			only acceptable outcome is victory.
			That is all.

	Kogen turns and walks away into the darkness.

	INT. TUNNEL OUTSIDE BASE COMMAND - DAY

	A crush of UNIFORKED SOLDIERS crowd eagerly around the assignment
	postings. Derrick and Jo elbow their way forward. Next to each neatly
	typed name is the name of a ship. Jo finds her name first. Her
	disappointment is evident. Derrick locates his next.

	INSERT -- WILDER, DERRICK - RESERVE

	For Derrick, a knife in the gut...

					JO
			I'm sorry.

	Derrick's heartbreak quickly turns to anger. He smashes his fist
	against the listings, turns and shoves his way back through the crowd.
	Alex is waiting anxiously in the corridor. Derrick sees him and
	plunges away down a side passageway.

					ALEX
			Derrick!

	Alex gives chase.

	INT. CONNECTOR TUNNEL - DAY

	Alex doesn't have to go very far. Derrick is pacing, his face taut
	with rage.

					DERRICK
			Get it changed, Alex. Go to Kogen
			and get it changed.

					ALEX
			I can't.

					DERRICK
				(yells)
			Can't or won't?

					ALEX
			There's no point in both of us
			getting killed!

	Derrick resumes his pacing, more furious than ever.

					ALEX (cont'd)
			C'mon, Derrick. Someone has to look
			after Erika.

	Derrick grabs his brother with both hands and shoves him hard against
	the tunnel wall!

					DERRICK
			Damn you! The biggest battle of the
			entire war and you expect me to stay
			here and babysit? I'm a pilot! A
			pilot, Alex! Just like you! Just
			like Dad!

	This last he emphasises with a hard shove. Derrick stalks away, stops,
	turns back --

					DERRICK (cont'd)
			Case you've forgotten, the Gamelons
			killed my parents too.

	Derrick marches away. HOLD on Alex.

	INT. GENERAL KOGEN'S OFFICE - DAY

	Kogen is seated behind his desk, going over final battle plans with
	Colonel Stone. A KNOCK at the door. Before he can respond, Derrick
	enters. Kogen leans back in his chair.

					KOGEN
			I've been expecting you.

	Derrick stops before the General's desk, his voice taut with emotion.

					DERRICK
			General, I'm requesting a combat
			assignment for this mission. I've
			earned it. I deserve it.

	Kogen studies the determination in Derrick's face. All in all, he
	admires the kid's spunk.

					KOGEN
			Colonel Stone, do you remember the
			Icarus Project.

					STONE
			Of course, sir. Before the war. The
			first manned mission to the Nebula
			System.

	Kogen gets up and crosses over to one of the few personal effects in
	his office -- a framed photograph of himself and another man, two
	young ace fighter pilots.

					KOGEN
			That project was headed by the best
			damn pilot I ever had the pleasure
			to fly with. He was my best friend.
			He had guts, talent and two snot-
			nosed kids hanging off his uniform
			wherever he went.

	Kogen smiles at the memory.

					KOGEN (cont'd)
			He was killed in the first wave of
			Gamelon assaults.

	Kogen turns to Derrick.

					KOGEN (cont'd)
			I already send one of his sons into
			harm's way. I won't do it with both.
			I owe him that.

					DERRICK
			With all due respect, sir, that's
			crap.

					KOGEN
			You're right. But it's my crap.

					DERRICK
				(frustrated)
			General -- !

	Kogen holds up a hand, stopping Derrick in mid-sentence.

					KOGEN
			I'm sorry. But my decision is final.
			Besides, we need good pilots in
			reserve. In case things don't go as
			planned.

	Kogen's voice can't hide the worry. Derrick is furious but realizes
	any further pleas will fall on deaf ears. He turns and heads for the
	door.

					KOGEN (cont'd)
			Captain Wilder.

	Derrick turns back at the door. Kogen has taken his seat, is reviewing
	the battle plans.

					KOGEN (cont'd)
			Your brother may have your father's
			raw talent, but you have his guts.
			You'll be well served.

					DERRICK
				(bitterly)
			It doesn't take a lot of guts to fly
			recon missions against spy planes
			and satellite probes, sir.

	Derrick turns on his heel and exits the room.

	EXT. SPACE (ABOVE EARTH) - NIGHT

	We are looking once again at the scorched surface of the earth. A
	FLAMING BALL not unlike a meteor suddenly shoots past us and down
	toward the burned planet. It enters the earth's atmosphere with a
	BRIGHT GLOW and disappears from sight.

	EXT. EARTH'S SURFACE - DAY

	The FLAMING BALL plunges toward the surface of the earth, right toward
	what used to be middle America...

									CUT TO:

	A PHOTOGRAPH -- A smiling MAN IN UNIFORM holding two young boys, one
	in each arm.

	Derrick is lying back on his bunk in a makeshift BARRACKS, staring at
	the picture of his father, feeling sorry for himself. The lights
	flicker and dim, almost go out before brightening. Over a
	LOUDSPEAKER --

					VOICE (os)
			Derrick Wilder, report to Fleet
			Command.

					DERRICK
			Now what? They need someone to take
			out the garbage?

	Derrick tucks the picture away, grabs his helmet rather listlessly and
	heads out of the barracks.

	INT. FLEET HANGAR - DAY

	Derrick enters the fleet hangar. The hangar is buzzing with activity
	as pilots prepare their Astrofighters for the coming assault. Derrick
	spots his brother joking with a group of pilots, walks the other way.
	He seeks out the busy Deck Commander.

					DERRICK
			What's up?

					DECK COMMANDER
			Search and destroy run. Gamelon
			probe.

					DERRICK
			A lousy recon job? Can't you give it
			to someone else?

					DECK COMMANDER
			There is no one else. You'll be
			flying with Ashton.

	Derrick turns. Jo is approaching, suited up, ready to go.

					DERRICK
			Oh, great...

	As she passes --

					JO
			You're fly's open.

	Derrick looks down. It's wide open. He curses under his breath and
	zips up while hopping after Jo.

	EXT. GREAT PLAINS - LATE AFTERNOON

	A RECON SPACEJET comes soaring out of the setting sun, heading due
	east at an incredible rate of speed. A futuristic version of a Harrier
	Jet -- sleek, fast, light armament.

	INT. COCKPIT (RECON) - LATE AFTERNOON

	Pilot and Co-pilot sit side-by-side in the cockpit. Derrick mans the
	controls. Jo is using a heat scanner to locate the probe.

					DERRICK
			Anything?

					JO
			Picking up a slight reading twenty
			degrees east northeast.

					DERRICK
			Vectoring coordinates.

	Derrick punches several buttons. A small screen displays their
	position.

	EXT. PLAINS - LATE AFTERNOON

	The skyline of a destroyed city looms on the horizon. The Spacejet
	hugs the hard deck, zooms straight for the abandoned city.

					DERRICK (os)
			Looks like we're going urban.

	EXT. DEVASTATED CITY - LATE AFTERNOON

	The Spacejet cruises over the vaguely familiar-looking remnants of a
	once thriving metropolis. The burned out shell of the Sears Tower
	stands guard over block after city block of devastation.

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Derrick looks down at the destruction.

					DERRICK
			The old homestead ain't what she
			used to be.

					JO
			You're from Chicago? That explains a
			lot.

	Derrick ignores the jab.

					DERRICK
			Haven't been back since the exodus.

	Jo checks the heat scanner.

					JO
			That's strange.

					DERRICK
			What is it?

					JO
			This thing's got some mass. You sure
			it's just a probe?

					DERRICK
			What else could it be? Let's zap
			this sucker and get back to base. My
			laundry's in the dryer.

	Derrick steers the Spacejet down toward the deserted city streets...

	EXT. CITY STREETS - LATE AFTERNOON

	The skeletal remains of high-rise office buildings cast deep shadows
	as the Spacejet cruises slowly along what used to be scenic Lakeshore
	Drive.

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Jo is studying the heat sensor. They come to an intersection.

					JO
			Left here.

	The Spacejet comes to a complete stop, hovers. Jo looks
	questioningly at Derrick who motions to a rusted but still standing
	stop sign.

					DERRICK
			Old habits die hard.

	Jo frowns. Derrick eases through the intersection.

	EXT. CITY STREETS - LATE AFTERNOON

	The Spacejet moves slowly along the blighted streets of downtown
	Chicago. The shells of burned out vehicles litter streets rutted with
	impact hits. Scattered throughout are human skeletons, adults and
	children.

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Derrick and Jo ride in silence. It is both eerie and unsettling. Jo is
	checking the heat sensor when the Spacejet lurches to a sudden stop.

					JO
			Don't you think this joke is getting
			a little old --

	Derrick suddenly grabs her arm. Jo follows his line of sight.

	THEIR POV -- TWO LARGE METALLIC SPHERES are cruising slowly down a
	side street fifty feet off the ground. Each emits a wide laser beam
	that sweeps back and forth, scanning every inch of terrain.

					JO
			Gamelon spy satellites!

					DERRICK
			That's odd. Why would the Gamelons
			be searching for one of their own
			probes?

					JO
			Maybe it's not one of theirs.

	Derrick looks at Jo. He flips several switches, arming the Spacejet's
	pulse cannons.

					JO (cont'd)
			What are you doing?

					DERRICK
			Hold on.

	Jo realizes what he's up to.

					JO
			Oh no! No way -- !

	Too late. Derrick noses the Spacejet onto the side street and with a
	sudden burst of speed takes off after the spy satellites!

	EXT. CITY STREETS - LATE AFTERNOON

	The satellites detect the intruder and zip away! They reach an
	intersection and split up, one going left, the other right! The
	Spacejet banks right and stays hot on the tail of the one satellite,
	moving in and out of shadow and sunlight!

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Derrick closes in, puts his thumb on the firing mechanism!

					JO
			Let 'em go, Derrick!

					DERRICK
				(jaw set)
			No way...

	Derrick fires!

	EXT. CITY STREET - LATE AFTERNOON

	The Spacejet fires two small CONCUSSION PULSES! One catches the
	satellite dead on and obliterates it! The Spacejet pulls through a 180
	degree turn, roars off after the second satellite!

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Derrick sails along Michigan Avenue, looking for some sign of the spy
	satellite. Jo is steaming.

					JO
			So this is the infamous Wilder
			arrogance I keep hearing about.

	Derrick will have none of it. He's on a mission. He spots the
	satellite tailing away down another side street, banks through a
	dangerous turn and gives chase!

	EXT. CITY STREETS - LATE AFTERNOON

	A hair raising chase through the burned out streets of downtown
	Chicago ensues!

					JO (os)
			Dammit, Wilder! You're going to get
			us killed!

	Whatever evasive maneuvers the spy satellite makes, the Spacejet
	matches. Derrick's not a good pilot -- he's a great pilot. The
	satellite gains altitude. A game of tag amongst the burned out
	highrises.

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	Jo is holding on for dear life!

					JO
			Are you finished yet?

					DERRICK
			Almost -- !

	Derrick fires THRUSTER ROCKETS!

	EXT. OVER THE CITY - LATE AFTERNOON

	The sudden burst of speed closes the distance between the Spacejet and
	its target. Shock cannons FIRE! The satellite bursts into a BALL OF
	FIRE and incinerates! Derrick gives a VICTORY YELL!

	INT. COCKPIT (SPACEJET) - LATE AFTERNOON

	As Derrick slows the Spacejet --

					JO
				(angry)
			Nice work, Space Jock.

					DERRICK
				(condescending)
			Jo, we weren't in any danger. I
			didn't even give them a chance to
			fire back.

					JO
			You pompous jerk! Gamelon spy
			satellites are unmanned and
			unarmed!

					DERRICK
			Theyare?

					JO
			Now the entire Gamelon Fleet knows
			we're here!

	Some of the wind has left Derrick's sails.

					JO (cont'd)
			We'd better find that probe because
			in about fifteen minutes we're going
			to have Attack Fighters breathing
			down our necks! And they are
			manned and they do fire!

	Somewhat cowed, Derrick points the Spacejet back toward the devastated
	city streets.

	EXT. CITY STREET - DUSK

	The spacejet has landed on an unidentified street strewn with rubble.
	Derrick and Jo have deplaned. Dressed in radiation suits, the pair
	approach a GIANT HOLE in the ground. Smoke and steam drift from the
	yawning chasm. Derrick and Jo stand on the edge peering into the
	blackness.

					JO
			No probe made this...

	They look at one another, apprehensive.

	INT. UNDERGROUND TUNNEL - DUSK

	Twin beams of light slice through the smoke and settling dust. Derrick
	and Jo approach, wielding flashbeams. They find themselves in an old
	underground aqua duct tunnel. Jo's light beam suddenly reflects off
	metal.

					JO
			There!

	They slowly approach an amazing sight. A STRANGE-LOOKING SPACECRAFT
	has come to rest imbedded in the earth, blocking the tunnel! Their
	flashbeams reflect off the metallic finish.

					DERRICK (os)
			Look at that...

	Derrick and Jo are dwarfed by the craft's sheer size.

					JO
			Whatever it is, it's not Gamelon...

	As the light beams sweep over the contour of the ship, a sudden noise
	-- A WHOOSH! -- causes Derrick and Jo to jump back! A hatch suddenly
	irises open. Derrick and Jo wait, breathless. When no one emerges --

					DERRICK
			Let's check it out.

	The two slip their COSMOGUNS (sidearms) from their holsters.

					JO
			Nice and easy...

	They slowly approach the opening in the spacecraft...

	INT. SPACECRAFT - DUSK

	Derrick and Jo enter the craft. Flashbeams reflect off the strange
	metal interior, refracting and scattering throughout the craft.
	Derrick and Jo find themselves standing in the large hollow core of
	the craft. They inch forward over the smooth surface. The reflected
	light is nearly blinding, shifting and pulsating with every step they
	take.

					DERRICK
			Incredible. No evidence of
			propulsion or guidance system. What
			powers this baby?

	Jo stops. She peers at something through the blinding light.

					JO
			My God...

					DERRICK
			What is it?

					JO
			You tell me...

	Derrick turns and squints. There, just ahead in the center of the
	craft is the only visible piece of hardware -- a giant gyrosphere
	seemingly suspended in mid-air. The arms of the gyrosphere slowly
	rotate in opposite directions. Suspended in the center is a METALLIC
	ANDROID, spreadeagled, its arms and legs attached to the mainframe.
	The droid is slender and vaguely feminine in appearance, its body
	seemingly made from the same smooth metal as the spacecraft. Derrick
	and Jo slowly approach, Cosmoguns held ready. They shift their
	flashbeams for a closer look.

					DERRICK
			It's a droid...

					JO
				(growing nervous)
			This place is giving me the creeps.
			Let's back off, leave it for the
			science division.

					DERRICK
			And let the Gamelons find it? We
			don't know where it came from or who
			sent it.

	Derrick plays his flashbeam over the female droid.

					DERRICK (cont'd)
			I say we take it back.

					JO
			I was afraid you were going to say
			that...

	As Derrick and Jo stand looking at the strange droid --

	INT. FLEET HANGAR - NIGHT

	Amid the hustle and bustle, Alex seeks out the Deck Commander who is
	busy shouting orders, overseeing preparations.

					ALEX
			Kragen! You seen my brother?

					DECK COMMANDER
			He went out on an S & D.

					ALEX
			When?

					DECK COMMANDER
			I don't know. Two, three hours ago.

	Alex's eyes flood with worry. He turns and hurries away. The Deck
	Commander resumes his shouting.

	EXT. CITY STREET - NIGHT

	The Spacejet's rockets fire and it lifts off straight up; higher and
	higher until it clears the ghostly remains of the downtown highrises.

	INT. COCKPIT (SPACEJET) - NIGHT

	Derrick points the nose of the spacejet due west, to the last glimmer
	of light on the horizon.

					DERRICK
			Let's blow this ghost town.

					JO
			I'm with you.

	Derrick fires the retros.

	EXT. SPACEJET (OVER CHICAGO) - NIGHT

	The Spacejet rockets away with an incredible burst of speed!

	INT. SPACEJET - NIGHT

	The Spacejet heads for home base. The charred plains roll past at a
	blur. Derrick radios ahead.

					DERRICK
			Dakota Base, come in.

	No answer. He tries again.

					DERRICK (cont'd)
			Come in, Dakota Base.

	A pulse torpedo suddenly EXPLODES off the left wing, rocking the
	Spacejet!

					DERRICK (cont'd)
			Attack Fighters!

					JO
			I knew this was too good to last.

	Jo jumps on the scanner as another torpedo EXPLODES off the right
	wing!

					DERRICK
			How many?

	Jo slowly lowers the scanner, her face white.

					JO
			That laundry you left in the dryer?
			Forget about it.

									QUICK CUT:

	TEN GAMELON ATTACK FIGHTERS descend out of the night skies in pursuit
	of the Spacejet!!

	INT. COCKPIT (SPACEJET) - NIGHT

	Derrick arms the Spacejet's shock cannons.

					JO
			Okay, Wilder! Let's see how good you
			really are!

	Derrick bears down for the chase of his life!

	EXT. ATTACK FIGHTERS - NIGHT

	The attack fighters close in, unleashing a thick carpet of pulse
	torpedos!!

	EXT. SPACEJET - NIGHT

	Derrick bobs and weaves as pulse torpedos EXPLODE all around the
	Spacejet! Miraculously, they avoid taking a direct hit!

	INT. COCKPIT (SPACEJET) - NIGHT

	Pulse Torpedos continue to EXPLODE all around the Spacejet! Jo looks
	at the scanner --

					JO
			six more, dead ahead!
				(slumps back)
			Damn...

	The six fighters appear on the horizon, coming straight for the
	Spacejet! Derrick and Jo don't say a word. They know they're toast.

					JO
			Do me a favor. Take as many of the
			bastards with us as you can.

					DERRICK
			You got it.

	Derrick puts his thumb over the firing mechanism, waits. A moment
	later --

					JO
			I still say I can fly circles around
			you.

									CUT TO:

	THE GAMELON ATTACK FIGHTERS close in on the Spacejet, both front and
	behind!

									CUT TO:

	DERRICK lets the six fighters get within kill range. They begin firing
	wildly! He goes to respond when Jo suddenly grabs his arm --

					JO
			Wait -- !

	Behind them, two Gamelon attack fighters suddenly EXPLODE!

					JO (cont'd)
			They're ours!

	Sure enough, the fighters coming at them head on aren't Gamelon,
	they're Astrofighters! Alex's voice sounds over the radio --

					ALEX (os)
			Hey, little bro! Need a hand?

					DERRICK
				(answers)
			Hands, fingers -- whatever you can
			spare!

					ALEX (os)
			We're on it!

					DERRICK
				(under his breath)
			Terrific. Commander Cody to the
			rescue.

	Jo looks at him in utter disbelief.

									CUT TO:

	THE ASTROFIGHTERS dust three more attack fighters before the others
	turn tail and run!

	INT. COCKPIT (SPACEJET) - NIGHT

	Derrick and Jo watch as the Astrofighters give chase.

					ALEX (os)
			We'll bat clean up. You two return
			to home plate.

					DERRICK
			Yes sir.

	As Derrick sets a course for home base --

					JO
			Y'know, you really gotta get over
			this sibling rivalry thing.

	EXT. SPACEJET - NIGHT

	The Spacejet roars away, leaving the Astrofighters to hunt down the
	other attack fighters.

	INT. COCKPIT (SPACEJET) - NIGHT

	A curtain of stars hang over the pale faces of the dead presidents as
	the Spacejet approaches home base.

					DERRICK
			Come in, Dakota Base.

					VOICE (os)
			Dakota Base. Go ahead.

					DERRICK
			Phantom Recon One. Request
			assistance at quarantine dock. Alien
			android of unknown origin in
			transit. Over.

					VOICE (os)
			Roger, Phantom One. Use Q-dock 4.

					DERRICK
			Ten-four.

	EXT. MT RUSHMORE - NIGHT

	A piece of ground slides back at the base of the mountain. The
	Spacejet hovers over the docking platform, settles to a soft landing.

	INT. QUARANTINE BLOCK - NIGHT

	General Kogen, Colonel Stone, Derrick, Jo and a host of others are
	standing before an observation window.

	INT. QUARANTINE CELL - NIGHT

	SIX SCIENTISTS wearing quarantine suits are going over the android
	with a fine tooth comb. The metallic droid is standing upright in the
	center of the room, the scientists hovering about like Queen Bee's
	attendants.

	INT. OBSERVATION WINDOW - NIGHT

	One of the scientists, DR PEALE, approaches the observation window.

					PEALE
			Frankly, General, we're stumped.
				(checking his notes)
			It appears to be made from some
			unknown alloy, possibly titanium
			based.
				(looks at Derrick)
			You say the craft was constructed
			from the same?

					DERRICK
			As far as we could tell, sir.

	Peale looks at the droid.

					PEALE
			It's far beyond any technology I've
			ever encountered. At this rate, we
			may never know who sent it or why.

	A second young scientist, BAINS, is looking the droid over.

					BAINS
			Maybe it's our knight in shining
			armor. God knows we could use one.

	No one is going to argue that point.

					KOGEN
			What do you propose, Peale?

					PEALE
			I'd like to continue working on it.
			Somebody built this thing,
			General. Which means it has a
			purpose. I won't sleep all that well
			until we find out what.

	Several of the scientists suddenly SHOUT in alarm! The metallic droid
	has begun to shake and vibrate. As the vibrations increase in
	intensity, the android's arms suddenly jerk upwards causing everyone
	to take another step back.

					KOGEN
			Peale! What's happening?

					PEALE
			I don't know!

	Violent convulsions rock the android, contorting and distorting its
	body. Before everyones eyes, an amazing transformation occurs.

	Like a butterfly emerging from a cocoon, the metallic 'skin' of the
	android splits open and falls away, revealing an ALIEN BEING! The
	scientists inside the room scramble to get out. Those behind the
	observation window stare in shock. Some have drawn their Cosmoguns,
	including Derrick and Jo.

	THE ALIEN -- a slender naked female humanoid with no visible hair,
	breasts without nipples and a bluish tint to her skin color. Large
	almond-shaped eyes dominate a face that under different circumstances
	might be described as exotic, even beautiful. There is a strange,
	ethereal quality to every movement, every spoken word. The alien being
	slowly looks around at its new surroundings, at the stunned faces
	beyond the observation window. It's gentle feminine voice is soft,
	distorted.

					FEMALE ALIEN
			Do not be afraid. I come in peace.

	More ahocked reactions!

					KOGEN
			Who are you?

					FEMALE ALIEN
			An emissary from a distant planet in
			the galaxy known as Iskandar. I have
			been sent with a message of hope --
			an offer of assistance in your war
			with the Gamelons.

	This causes a stir.

					STONE
				(suspicious)
			What kind of offer?

	The alien being approaches the observation window. The scientists
	clear out of the way. Derrick stares at the creature, mesmerized.

					FEMALE ALIEN
			We possess the technology not only
			to defeat the Gamelons, but to
			restore your planet and make it
			habitable once again.

	This really gets a reaction from the group.

					KOGEN
			To what do we owe this act of
			generosity?

					FEMALE ALIEN
			The Gamelon appetite for conquest is
			limitless. Though we are
			technologically capable of warfare,
			we are by nature a passive, non-
			aggressive race. The Gamelons would
			have little difficulty overpowering
			us.

					STONE
			So, you'll provide the bullet, but
			you want us to pull the trigger, is
			that it?

					FEMALE ALIEN
			We have been monitoring your war for
			some time. It is our belief that
			without help, your race will soon be
			annihilated. Our offer, therefore,
			is mutually beneficial.

	Kogen and Stone share a look.

					KOGEN
			How do we acquire this 'technology'?

					FEMALE ALIEN
			You must travel to Iskandar.

					KOGEN
			I'm afraid that's impossible. Our
			capability for intergalactic space
			travel is limited. It could take
			years to reach your galaxy.

	Seemingly from thin air, the alien produces a glowing crystal!
	Everyone reacts, Cosmoguns raise a little higher.

					FEMALE ALIEN
			This crystal contains the technology
			to create a light speed propulsion
			system. Construct a ship and come to
			us. We will help you.

	Everyone looks to Kogen who continues studying the alien.

					KOGEN
			I admit, your offer is intriguing.
			But I happen to believe we can win
			this war. And I intend to see that
			we do.

	As Kogen, Stone and the others leave, Derrick holds eye contact with
	the alien.

	INT. CORRIDOR - NIGHT

	Kogen walks briskly, leading his entourage.

					KOGEN
			Post a twenty four hour guard. If
			that thing sneezes I want to know
			about it.

	They continue on down the corridor.

	INT. QUARANTINE BLOCK - LATER

	Armed guards stand watch outside the observation window. The alien is
	standing in the middle of the room, eyes closed, apparently resting.
	She has been given clothing.

	Derrick appears dressed in his regular uniform, nods to the guards as
	he moves close to the window. He stares at the alien, at her serene
	beauty. The alien's eyes open.

					DERRICK
			My name's Derrick. I'm the one who
			found you.

	The alien simply stares making Derrick all the more self-conscious.

					DERRICK (cont'd)
			Do you...have a name?

					FEMALE ALIEN
			It does not translate to your
			language.

	Over the LOUDSPEAKER, a VOICE calls all pilots to the fleet hangar,
	once again reminding Derrick that he's been left out. He looks at the
	alien.

					DERRICK (cont'd)
			You don't think we can win, do you?

					FEMALE ALIEN
			You will not defeat the Gamelons.
			Although you fight with passion and
			conviction, your race has a fatal
			flaw.

					DERRICK
			What's that?

					FEMALE ALIEN
			You live as one society yet you
			strive for individuality. This
			paradox makes you weak.

	Derrick thinks about this.

					DERRICK
			How do you know so much about us?

					FEMALE ALIEN
			We have studied you for some time.

					DERRICK
			Really. So who won the '73 World
			Series?

	The alien stares blankly.

					DERRICK (cont'd)
			Nevermind. Bad joke.

	EXT. WESTERN HORIZON - DAWN

	A red glow on the western horizon signals the coming dawn.

	INT. FLEET HANGAR - DAWN

	Last minute preparations are being made for the coming assault. Every
	available Astrofighter is armed and ready to go. The air is crackling
	with excitement and anticipation. A group of pilots say final goodbyes
	to loved ones. Alex hugs his little sister goodbye.

					ERIKA
			You'll come back, won't you?

					ALEX
			You bet I will.

	Alex removes his dog tags, places them around his sister's neck.

					ALEX (cont'd)
			Hang onto these for me.

					ERIKA
			'Kay.

					ALEX
			But I want 'em back.

	Alex smiles, ruffles her hair. He looks past his sister for any sign
	of his brother.

					ERIKA
			Don't worry. He'll get over it.

					ALEX
			I don't know. He's really mad.

	The LOUDSPEAKER sounds, calling all pilots.

					ALEX (cont'd)
			This is it. Kiss for luck.

	Erika smacks him on the cheek. Alex winks and starts to leave.
	Suddenly --

					DERRICK (os)
			Alex!

	Derrick runs up to his brother, out of breath. They stand looking at
	one another, so much needing to be said.

					DERRICK (cont'd)
			Give 'em hell.

	Alex smiles. The two brother's embrace. When they part --

					ALEX
			Kiss for luck?

					DERRICK
			Get outta here --

	Derrick shoves him on his way, smiles. He takes Erika by the hand and
	they watch until Alex gets lost amidst the scramble.

	EXT. SPACE - DAY

	As the sun comes into view beyond the charred earth, the first rays
	play across an awesome sight -- the entire STAR FORCE FLEET massed and
	ready for attack. ATTACK CARRIERS, BATTLE CRUISERS and SPACE
	DESTROYERS are supported by a flotilla of Astrofighters.

	INT. COCKPIT (ASTROFIGHTER) - DAY

	Alex and Lance lead their respective squadron, gaze at the assembled
	armada.

					LANCE
			Ever seen anything like this?

					ALEX
			Makes me proud to be human.

	A VOICE over the RADIO --

					VOICE (os)
			Tiger Squadron, move to position
			zero bravo one.

					ALEX
			Ten four. It's our lucky day, boys.
			We're riding point.

					LANCE
			Terrific...

	EXT. SPACE - DAY

	Alex moves his squadron of Astrofighters into the lead position as the
	Star Force Fleet moves off into space to meet the Gamelon Armada.

									CUT TO:

	A GIANT HOLOGRAM

	Small POINTS OF LIGHT signal the position of Star Force Fleet in
	space. We are in Base Command. Kogen and his advisors stand around the
	hologram, following the movements of the fleet. Derrick enters and
	heads toward the hologram. A GUARD intercepts him.

					GUARD
			Sorry. You're not authorized for
			this sector.

					DERRICK
			Like hell I'm not.

	Derrick tries to move past. The Guard moves to stop him. There's going
	to be a scuffle.

					KOGEN
			Guard! It's all right.

	The Guard lets Derrick pass. He approaches the others, nods to Kogen
	before staring sullenly at the hologram.

					RADIO MAN
			Star Force Fleet in position, sir!

	Kogen looks at the stern faces surrounding the hologram.

					KOGEN
			Gentlemen? God be with us.
				(turning)
			Initiate attack sequence!

					RADIO MAN
			Yes sir!

	As the Radio Man turns to pass along the order, Kogen's eyes meet
	Derrick's.

	EXT. SPACE - DAY

	The Star Force Fleet presses forward, fanned out like a cavalry
	charge. Squadrons of Astrofighters lead the way with Alex and his
	squadron riding point.

	INT. COCKPIT (ASTROFIGHTER) - DAY

	Alex checks his scanner.

					ALEX
			Gamelon Armada dead ahead.

	He looks out into empty space. The dark shapes of the Gamelon Armada
	come into view. Alex suddenly looks worried.

					ALEX (cont'd)
			Something's not right.

					LANCE
			What do you mean?

					ALEX
			It's too easy. This place should be
			swarming with attack fighters by
			now.

					LANCE
			Alex, it's a surprise attack,
			remember?

					ALEX
				(uneasy)
			Let's hope you're right.

	The Gamelon Armada looms closer...

	EXT. SPACE - DAY

	The Star Force Fleet converges on the Gamelon Armada!

					VOICE (os)
			Lock on targets and prepare to fire!

	Closer...closer...

	INT. COCKPIT (ASTROFIGHTER) - DAY

	Alex is locked on a target and ready to fire when he suddenly sees
	something that freezes his heart!

					ALEX
				(panicked)
			Hold your fire! Hold your fire!

					LANCE
				(yells)
			What is it??

	Alex stares ahead at --

	THE GAMELON ARMADA

	But it isn't the Gamelon Armada! Instead, a trash heap of broken and
	war ravaged spacecrafts (both Gamelon and Star Force) sit suspended in
	space, arranged to appear like a flotilla of Gamelon warships! It's a
	magnificent decoy that has lured the Star Force Fleet right into a
	vulnerable position! Confusion reigns over the airwaves! A sudden
	FLASH OF LIGHT! Alex turns in time to witness an Attack Carrier rocked
	by MULTIPLE EXPLOSIONS! PULSE TORPEDOS begin EXPLODING all around!

	EXT. SPACE - DAY

	The Gamelon Armada converges from three directions, catching the Star
	Force Fleet in a deadly crossfire!

	INT. BASE COMMAND - DAY

	Kogen, Derrick and the others crowd forward around the hologram as
	Alex's panicked VOICE sounds over the LOUDSPEAKER --

					ALEX (os)
			It's a trap! Fall back! Repeat! Fall
			back!

	Everyone standing around the hologram watches in horror as the lights
	representing the Star Force Fleet begin to blink out, signaling lost
	ships!

	EXT. SPACE - DAY

	Mass confusion reigns! The Star Force Fleet is bombarded and picked
	off by Attack Fighters, precision Bombers and 'Exterminators' (high
	speed destroyers)! As another Attack Carrier erupts in a massive BALL
	OF FIRE --

	INT. COCKPIT (ASTROFIGHTER) - DAY

	Alex is not giving up without a fight! He FIRES shock cannons and
	takes out an 'Exterminator'! But the odds are overwhelming! PULSE
	TORPEDOS seemingly EXPLODE everywhere! A DOZEN ATTACK FIGHTERS
	converge on Alex's Astrofighter!

	INT. BASE COMMAND - DAY

	Kogen, Derrick and the others can only watch helplessly as the lights
	in the hologram blink off at an ever increasing rate! Derrick keys in
	on one light, evading and maneuvering its attackers. Alex's VOICE over
	the LOUDSPEAKER --

					ALEX (os)
			We're being slaughtered!
				(static)
			We were ambushed, General! The
			Gamelons knew we were coming! They
			knew!

	Derrick is following the single light he knows is his brother's
	Astrofighter.

					DERRICK
				(softly)
			Get out of there, Alex...

					ALEX (os)
			Oh God -- !

	We HEAR an EXPLOSION followed by Alex's panicked VOICE --

					ALEX (os)
			We're hit! Lance! Can you hear me??
			Lance!!

	Another EXPLOSION and the light signalling Alex's Astrofighter blinks
	out. Derrick closes his eyes and lowers his head...

	EXT. SPACE - DAY

	Floating in space on the perimeter of the battle is a large Space
	Cruiser, the FLAGSHIP of the Gamelon Armada.

	INT. FLAGSHIP - DAY

	An armor-suited GAMELON SOLDIER hurries along a dark corridor, through
	a set of double doors and into a --

	CAVERNOUS CHAMBER

	The soldier hurries across the darkened chamber toward a huge
	OBSERVATION PORT where a solitary figure stands with his back to us,
	watching the battle rage. We will come to know him as DESSLOCK, the
	cunning and sinister leader of the Gamelon Empire.

					GAMELON SOLDIER
			Imperial Leader Desslock, an urgent
			message from home.

	The soldier hands Desslock the message. He reads it, looks out at the
	battle still in progress. We still haven't seen his face.

					DESSLOCK
			Call off the attack. Prepare for my
			return to Gamelon.

					GAMELON SOLDIER
				(stunned)
			But Your Excellency, we have
			defeated the Star Force! The earth
			is ours for the taking!

					DESSLOCK
			And take it we shall. In due course.

	When the soldier starts to protest, Desslock interrupts --

					DESSLOCK (cont'd)
				(sharply)
			You have your orders.

					GAMELON SOLDIER
			Yes, Excellency.

	The soldier bows and hurries away. Desslock continues watching the
	battle.

	INT. BASE COMMAND - DAY

	Derrick is sitting in a chair, his head in his hands. An excited
	VOICE --

					VOICE (os)
			General, sir! The Gamelons are
			retreating!

	Derrick looks up. Sure enough, the Gamelon Armada is breaking off the
	fight. Very few lights signalling Star Force spacecraft remain. Kogen
	barks an order --

					KOGEN
			All remaining vessels return to
			their own sectors!

					VOICE (os)
			Yes sir!

	Kogen stares at the hologram.

					KOGEN
				(quietly)
			What the hell are they up to?

	HOLD on the retreating Gamelon Armada.

	INT. ORPHANAGE - DAY

	Derrick walks solemnly into the orphanage. The kids play, unaware.
	Derrick whispers to the Headmistress who turns gravely and begins
	quietly shepherding the kids to an adjoining room. Derrick walks
	forward to where his sister is playing. She's still wearing Alex's dog
	tags.

					DERRICK
				(softly)
			Hey, Peach...

					ERIKA
				(looks up)
			Hi, Derrick. Alex back yet?

									CUT TO:

	THE ORPHANS crowd together, peer through cracks in the plywood wall.
	From the next room, Erika's distraught voice --

					ERIKA (os)
				(crying)
			Noooo! No! No! No!
				(screams)
			ALEX!

	Her voice trails off into sobs. PAN amongst the kids' faces. They've
	all been there, felt the pain. Even the Big Kid with the black eye...

	INT. BASE COMMAND - LATER

	Kogen, Stone and other SECTOR COMMANDERS are reading sullenly through
	casualty reports. The lights are low, Base Command is unusually quiet.
	Kogen lowers the report, his ashen face looking twenty years older.

					KOGEN
			According to these reports, we lost
			eighty three percent of our active
			fleet. I don't have to tell you
			gentlemen what this means.

	The mood around the table is grim.

					SECTOR COMMANDER
			Perhaps it's time we contact the
			Gamelons. Attempt to negotiate
			surrender terms.

					STONE
			Desslock has not taken one
			prisoner in this entire war. I think
			that speaks volumes about his
			'surrender terms', Commander.

					ANOTHER COMMANDER
			So what do we do? Just sit around
			and wait to be exterminated?

					KOGEN
			Not on my watch. We'll continue to
			fight right up to the end.

					SECTOR COMMANDER
			No one's arguing with you, General.
			But the end is here. You know it.
			We all know it.

	A terrible silence follows broken suddenly by --

					DERRICK (os)
			Not necessarily.

	Everyone turns as Derrick steps forward out of the darkness. He's
	dressed in his pilot's uniform, holding his helmet.

					DERRICK (cont'd)
			There's still the matter of the
			alien and her offer, sir.

	Kogen sighs, leans back. The others shake their heads.

					DERRICK (cont'd)
				(passionately)
			Give me a ship and a crew and I'll
			go to Iskandar.

					KOGEN
			I admire your spirit, Captain. But
			it's not an option.

					DERRICK
			Why not? What do we have to lose?

					SECTOR COMMANDER
			What if she's lying?

					DERRICK
			What if she's not?

					ANOTHER COMMANDER
			We can't afford to take that risk.

					DERRICK
			From where I'm standing we can't
			afford not to!

	The Sector Commander gives him a sharp look.

					DERRICK (cont'd)
				(adds)
			Sir.

	Kogen weighs in.

					KOGEN
			Even if I agreed -- and I don't --
			we haven't a ship to spare. We're
			going to need every last vessel for
			our last line of defense.

	Derrick's hopes start to fade.

					STONE
			What about the Arizona?

	A bomb has been dropped from a most unlikely source. Kogen gives Stone
	a cold stare.

					KOGEN
			Out of the question.

					DERRICK
			What's the Arizona?

	Stone gets up and walks slowly around the table toward Derrick,
	talking as he goes.

					STONE
			The USS Arizona. Sunk during the
			Japanese raid on Pearl Harbor in
			World War II. Shortly after the
			first wave of Gamelon attacks, when
			the oceans began to recede, the
			Arizona was left uncovered. She was
			secretly retrofitted for space
			travel. It was to be our last hope
			in the face of conquest; a modern
			ark that would take the last
			remnants of the human race into deep
			space in search of a new Eden. The
			project was eventually shelved.

	Stone is now standing before Derrick.

					DERRICK
			Why?

					STONE
				(a touch of irony)
			Because we thought we'd win.

	Stone turns and approaches a VIDEO MAP of the western hemisphere.

					STONE (cont'd)
				(pointing)
			Even now, she continues to lie fully
			armed in the ground off the coast of
			Hawaii.

					DERRICK
			Can she fly?

					STONE
			Perhaps. With a little work.

	Derrick turns to Kogen who is a study in controlled anger. Kogen looks
	at the faces around the table. The decision is his to make.

					KOGEN
			I'm sorry. It's a dangerous gamble
			I'm not willing to take.

	Derrick doesn't even attempt to hide his disappointment.

					KOGEN (cont'd)
				(adds)
			Of course, with all the confusion
			following this morning's debacle, if
			someone were to put together a crew
			of volunteers and revive the
			Arizona, there wouldn't be much I
			could do about it, would there?

	A tiny smile graces Derrick's lips.

					DERRICK
			No sir.

					KOGEN
			And if Colonel Stone here were to
			supply that someone with fighter
			support during a break out run for
			space, there wouldn't be much I
			could do about that either, right
			Colonel?

	The Colonel smiles.

					STONE
			No sir.

					KOGEN
			Good.
				(looks at Derrick)
			I'm glad we never had this talk,
			Captain.

					DERRICK
			Me too, sir. Thank you, sir.

	Derrick turns and walks away. An excited WHOOP! drifts back out of the
	darkness.

	INT. FLEET HANGAR - LATER

	Only a few Astrofighters remain. Darrick is standing before a crowd
	consisting of RESERVE PILOTS, battle weary VETERANS, the not seriously
	WOUNDED and MAINTENANCE PERSONNEL.

					DERRICK
			I'll keep this short. I'm putting
			together a crew of volunteers to
			accompany me on a difficult mission.

	A VOICE from the back --

					VOICE (os)
			What kind of mission?

	Derrick pauses, not knowing how this is going to sound.

					DERRICK
			Yesterday, we received an offer from
			an unknown alien nation. An offer of
			help in our war with the Gamelons.

	Derrick is met with hollow stares, shaking heads...

					DERRICK (cont'd)
			We will be travelling to the distant
			galaxy of Iskandar.

	The men start to drift away.

					DERRICK (cont'd)
				(scrambling)
			It may be our last hope! We've been
			promised technology that can defeat
			the Gamelons! -- even restore the
			earth to the way it was before the
			war!

	Now the men are leaving in droves.

					DERRICK (cont'd)
			All I need is an experienced crew. I
			know I can count on you men. Those
			who would like to volunteer, please
			...step forward...

	Derrick is standing alone in the hangar. He lowers his head in
	frustration.

					JO (os)
			I'm sorry about Alex.

	Derrick looks up. Jo is standing off to the side.

					DERRICK
			Me too.

					JO
				(approaching)
			You're really going through with
			this?

					DERRICK
				(bitterly)
			It's better than sitting around here
			waiting to die.

					JO
			You've got a point. Count me in.

	Derrick looks at her.

					JO (cont'd)
				(shrugs)
			Hey, I helped lug Miss Congeniality
			back here. It's the least I can do.

	Derrick smiles.

	SHORT MONTAGE

	Derrick and Jo lobby VARIOUS SOLDIERS in the mess, the barracks, in
	tunnels, even the latrine. Everywhere they are met with the same
	answer. They are beginning to lose hope.

	INT. MECHANIC POOL - DAY

	Derrick and Jo are pleading their case with a FAT MECHANIC whose gut
	hangs out of his uniform while he works on an Astrofighter.

					FAT MECHANIC
			I wouldn't set foot on a Star
			Cruiser with yous two rookies. Not
			for all the tea in China.

					DERRICK
			There isn't anymore tea in China!

					JO
			There isn't anymore China!

	The Fat Mechanic turns and faces the pair, wiping his greasy hands on
	a rag.

					FAT MECHANIC
			Look, it's simple. I was born on
			earth, I'm gonna die on earth.
			Period.

	Derrick and Jo share a look. They can't argue with that.

					FAT MECHANIC (cont'd)
			Why don't you ask the crew of the
			'Defiant'. I'm sure they're sittin'
			around wit nuttin' to do.

	The Fat Mechanic laughs at his own joke and walks away.

					JO
			Funny. Ha ha.

	Derrick and Jo walk back through the Mechanic Pool.

					DERRICK
			What's he talking about?

					JO
			The 'Defiant'. Battle Cruiser. Her
			crew mutinied. They killed their
			Commander, made a run for deep
			space. You didn't hear about it?

					DERRICK
			No.

					JO
			Anyway, they were caught and brought
			back to earth. They've spent two
			years in solitary. Down in the
			caves.

	Derrick is staring, his eyes glazed over.

					DERRICK
			An entire crew, just sitting
			around...

	Jo stops, grabs his arm.

					JO
			Did you hear what I said?? They
			killed their Commander!

	Derrick snaps back to reality.

					DERRICK
			Jo, c'mon. Do you seriously think
			I'd crew this mission with a bunch
			of pirates and murderers?? Give me
			some credit.

	Derrick continues on his way. HOLD on Jo.

	INT. THE 'CAVES' (PRISON) - DAY

	A series of caves deep underground that have been converted into
	prison cells. Dank, dark and gloomy. Derrick appears accompanied by
	several ARMED GUARDS, walks past a deserted guard station toward the
	distant aound of men YELLING and SHOUTING.

	INT. CAVES - DAY

	Derrick and the Guards approach a large 'cell' where sevaral dozen
	gaunt, bearded men still wearing their tattered uniforms crowd forward
	behind the 'bars' (a laser matrix), shouting and yelling! This is the
	CREW OF THE 'DEFIANT', hard core veterans all. Some of the men we will
	come to know include:

	KNOX -- First Officer and leader of the group; rugged, quick thinking
	man of action.

	DASH -- Gunnery Officer; handsome and arrogant.

	ORION -- Chief Engineer; rock solid jolly old St. Nick-type.

	RODRIGUEZ -- Communications Officer.

	KATO -- Stellar Navigator; imposing black man whose entire face and
	body is tattooed like a Maori warrior.

					KNOX
			Where the hell are the guards? We
			haven't eaten in two days!

	More raucous yelling!

					ORION
			This kind of treatment is not only
			illegal under Star Force law but
			highly unethical!

	Derrick looks at the dirty, hungry men standing before him. It's not
	comforting to realize they are his last hope.

					DERRICK
			You men have been remanded over to
			my custody.

					KATO
			Who the hell are you?

	Derrick puts on his most authoritative air.

					DERRICK
			Captain Derrick Wilder. Gentlemen,
			it's your lucky day. You are to be
			given your jobs back, clean uniforms
			and hot food.

	Questioning looks amongst the prisoners.

					DERRICK (cont'd)
			In return, you will serve under my
			command.

					DASH
			Do you have a note from your mommy?

	Laughter all around. Derrick is not amused.

					KNOX
			What's the mission?

	Derrick locks eyes with Knox.

					DERRICK
			Classified.

	The two hold eye contact. Knox suddenly qrins --

					KNOX
			Works for me.
				(turning)
			Whadaya say, fellas?

	General agreement, nodding of heads. Derrick hauls out his Cosmogun,
	points it at a transfer box imbedded in the rock beside the 'cell' --
	blasts it! Sparks fly and the laser matrix disappears. Derrick points
	his Cosmogun at Knox and his men.

					DERRICK
			I know why you're in here. Disobey
			an order -- even question one -- and
			I'll scatter your molecules so fast
			you won't know what hit you.

	Even with his youthful looks, Derrick gets the message across. Knox
	smiles.

					KNOX
			Whatever you say, Cap'n.

	Knox and the men begin to file out under the watchful eyes of the
	armed Guards. Derrick looks over his motley crew. What is he getting
	himself into??

	INT. CORRIDOR - DAY

	Jo is walking briskly with Derrick. She's steaming.

					JO
			Have you lost your mind??

					DERRICK
			Probably.

					JO
			You're talking about convicts!
			Hardened criminals!!

					DERRICK
			They can pilot a ship. Right now
			that's all I care about.

					JO
			If Kogen finds out about this --

					DERRICK
			He's not going to find out.

	Derrick and Jo enter the quarantine block.

	INT. QUARANTINE BLOCK - DAY

	Derrick and Jo approach the observation window. The alien is still
	standing in the same position. She opens her eyes, sensing their
	presence.

					DERRICK
			We're taking you up on your offer.

	From the alien, no visible reaction.

	INT. ORPHANAGE - LATER

	Erika is sitting on her tattered mattress, knees drawn up, facing the
	wall. Derrick is standing behind her, helmet in hand.

					DERRICK
			Try to understand. I have to do
			this.

					ERIKA
			You're supposed to take care of me,
			remember?

	Derrick feels lousy.

					DERRICK
			C'mon, Peach. You know I'd do
			anything for you.

	Erika spins around, tears staining her cheeks.

					ERIKA
			Take me with you.

	Derrick looks at her, so frail and scared.

					DERRICK
			I can't.

	Erika's eyes grow cold and distant.

					ERIKA
			Then I hope you never come back.

	She turns around to face the cavern wall. This hits Derrick where it
	hurts. He takes a last long look at his sister --

					DERRICK
			I love you, Peach.

	She doesn't respond. Derrick turns and leaves. Erika lowers her head,
	begins sobbing. Presently, we HEAR a rustling sound behind her.

					KID'S VOICE (os)
			Erika?

	Erika raises her head and turns. THE FERAL ORPHANS are crowded around
	her tattered mattress, all wearing grim, determined looks.

	INT. CONFERENCE ROOM - DAY

	The crew of the 'Defiant' are gathered together. We almost don't
	recognize them -- clean shaven, new uniforms, haircuts. They all turn
	as Derrick, Jo and Colonel Stone enter. Colonel Stone looks over the
	crew. He's impreaaed.

					STONE
			Well done, Wilder. If and when you
			get the Arizona airborne, I'll
			commit every available Astrofighter
			I can to provide support.

					DERRICK
			We'll get her up, sir.

	Stone is also impressed with Derrick's resolve. He shakes his hand.

					STONE
			Good luck, Captain.

					DERRICK
			Thank you, sir.

	Derrick turns and addresses his men.

					DERRICK
			Gentlemen? The transport is waiting.

	Derrick and Jo stand with Colonel Stone as the crew files past. Stone
	suddenly puts out a hand, stopping Knox.

					STONE
			What's your name, soldier?

					KNOX
			Knox, sir.

	He looks at him closely.

					STONE
			Knox... You look familiar to me
			somehow. Have we met?

	Derrick and Jo hold their breath.

					KNOX
			Possibly. Ever been to the Pussycat
			Lounge?

	Off Stone's confused expression --

					KNOX (cont'd)
			Before the war. Little strip club
			down in SoHo? Had those private
			booths --

					STONE
				(stiffly)
			Carry on.

					KNOX
				(shrugs)
			Yes sir.

	Knox continues past. Derrick and Jo share a relieved look.

	INT. FLEET HANGAR - DAY

	A Space Transport sits waiting on the loading platform, a ramp leading
	up into the cargo hold. TWO SOLDIERS are standing guard. A FAT KID
	suddenly strolls past.

					FIRST SOLDIER
			Hey kid! You're not supposed to be
			here! This area is restricted!

	The Fat Kid stops, looks at the two Guards.

					FAT KID
			Oh yeah? So's this area --

	The Fat Kid turns and moons the two soldiers, takes off running! The
	soldiers follow in hot pursuit! Suddenly, the orphans emerge from
	their hiding places, race toward the transport, led by Erika. She
	turns back at the bottom of the ramp --

					ERIKA
			Thanks you guys.

	The kids are sad that she's leaving. Even more, they're sad at being
	left behind. The Big Kid she fought with earlier speaks up, a hint of
	desperation in his voice --

					BIG KID
			Don't forget about us.

					ERIKA
			I won't.

	Approaching VOICES --

					BIG KID
			Get going!

	Erika turns and races up the ramp and into the belly of the ship. The
	orphans scatter as --

	DERRICK, JO AND THE CREW appear and approach the transport. Derrick
	turns and faces the men.

					DERRICK
			One last thing. We'll be accompanied
			on this mission by a very special
			guest. I expect behavior befitting
			officers of the Star Force, do I
			make myself clear?

					ORION
			Who is it? The Pope?

	Laughter amongst the men. But the laughter is cut short as ARMED
	GUARDS approach escorting the alien. You could hear a pin drop as the
	men gape at the strange creature. Jo steps forward and escorts her
	aboard the transport ship. The crew stare after her.

					DASH
			What the hell kind of mission is
			this??

	Derrick steps before the men.

					DERRICK
			Let's go.

	The crew look amongst themselves, unsure, slowly mount the ramp.
	Derrick pauses to look up at the lone figure of Kogen watching him
	from above. Kogen turns and moves away. Not quite the vote of
	confidence Derrick was hoping for. He boards the transport.

	EXT. DRY OCEAN BED - DAY

	The transport wings out across the dried up Pacific Ocean.

	INT. TRANSPORT - DAY

	Derrick and Jo are forward with the pilot. The crew is seated
	together, stealing uneasy glances at the alien being sitting off by
	herself.

					KATO
			What is that thing?

					DASH
			Gives me the creeps.

					ORION
			I don't know, Dash. Kinda reminds me
			of your first wife.

	The alien sits quietly, not making eye contact.

	EXT. ISLANDS - DAY

	The transport approaches a range of MOUNTAIN PEAKS.

	INT. COCKPIT (TRANSPORT)

	The Pilot angles for the scorched flat-topped peaks.

					TRANSPORT PILOT
			Hawaii dead ahead.

					JO
			Always wanted to visit the islands.

	Derrick gives her a look.

	EXT. HAWAII - DAY

	The transport wings past Diamond Head, dipping down toward the dried
	up ocean bed.

	INT. COCKPIT (TRANSPORT) - DAY

	The pilot heads for a large object jutting up out of the dry ocean
	bed.

					TRANSPORT PILOT
			There's your ride, Captain.

	THEIR POV - USS ARIZONA

	The rusted, listing foremast of the famous battleship rises two
	hundred feet above the cracked and parched ocean floor. The deck is
	partially exposed but the main superstructure still lies buried
	beneath tons of earth. Silent gun batteries stand guard over the ship,
	their long rusted barrels caked with dirt and debris.

	Derrick and Jo stare at the approaching ship, their hopes somewhat
	dashed by its condition. Knox joins them, staring incredulously.

					KNOX
			The Arizona??

					DERRICK
				(to the pilot)
			There's a loading shaft on the
			foredeck, near the gun turrets.

	EXT. ARIZONA - DAY

	The transport hovers over the battleship, lowers onto the exposed
	foredeck, its retros stirring up a mini dust storm.

					DASH (os)
			That isn't a ship, it's a fossil!

	The transport settles on the deck. Rockets flare out. The section of
	deck begins to lower.

	INT. ARIZONA - DAY

	Derrick, Jo and the crew explore the old battleship. Late afternoon
	sun spills in through the observation port, revealing a futuristic and
	completely retrofitted MAIN BRIDGE, a startling contrast to the ship's
	outside appearance. Derrick and the others stand looking around the
	expansive bridge, impressed. Derrick smiles at Jo.

	Derrick and the crew traverse the MAINFRAME COKPUTER ROOM. They move
	along catwalks suspended above a massive beehive-shaped computer bank,
	the nerve center of the ship.

	On the HANGAR DECK, Derrick and the others discover a half dozen
	Astrofighters stacked on platforms, ready for action.

	Dash is looking over the giant MAIN GUN TURRETS, checking firing and
	guidance systems. He turns, obviously liking what he sees, gives
	Derrick a 'thumbs up'.

	Derrick leads the crew along an interior passageway. They step lively,
	an air of excitement beginning to build.

	INT. ENGINE ROOM - DAY

	Derrick and the crew are standing together, staring solemnly ahead.
	The mood is grim.

	THEIR POV - GIANT TURBINE ENGINES loom out of the shadows like giant
	industrial monsters, dwarfing the crew. Ancient, rusted hulks, they're
	the original turbines that powered the Arizona nearly 150 years ago.

					JO
			I guess they abandoned the project
			before the engines could be
			retrofitted.

					KNOX
			Orion, how long to make the
			conversion?

					ORION
			Three crews working around the
			clock?
				(calculates)
			Six, seven months.

					DERRICK
			Damn!

	Derrick turns away, bitterly diaappointed.

					DERRICK (cont'd)
			We should have been told!

	The alien, who has kept to herself all this time, suddenly steps past
	the others and approaches the ancient turbines. The men watch closely
	as she produces the strange crystal.

					DASH
			What the hell is she up to??

	Derrick and Jo watch closely as the alien slowly raises the crystal
	with both hands, holding it out toward the rusted turbines. The
	crystal begins to glow, illiciting startled reactions from the men!
	The glow intensifies, soon appearing as if the alien were holding a
	small star! Suddenly, a dense white hot beam of light shoots out of
	the crystal! The men take a step back, stare in awe as the beam of
	light hits the giant turbines! An incredible transformation begins to
	take place before their disbelieving eyes!

	TURBINE ENGINES

	Terrible CREAKS and GROANS as the turbines begin to change shape,
	their molecules being broken down and redesigned before our eyes! Some
	of the men cover their ears as they witness an agonizing birth in the
	form of twisting and contorting metal! The beam from the crystal
	continues to accelerate the morphing process, reshaping and reforming
	the turbines into a giant machine never before seen by human eyes! The
	beam from the crystal dissipates as suddenly as it began! The men
	slowly crowd forward, staring in wonder at what will come to be known
	as --

	THE WAVE MOTION ENGINE

	The alien turns toward the men who look upon her with new found awe
	and respect (and a certain amount of fear!).

					FEMALE ALIEN
			Your ship is now equipped for light
			speed travel.

					DERRICK
			But -- How did you -- ?

					FEMALE ALIEN
			Molecular regeneration. The same
			technology that will someday restore
			your planet.

	The men look amongst themselves. HOLD on the alien.

	INT. MAIN BRIDGE - LATER

	Derrick leads his crew onto the bridge. Derrick moves to the Captain's
	station while the others check out their own stations. Derrick stands
	over the chair, unsure.

					JO
				(quietly)
			Sit.

	Jo gently pushes him down into the seat. Derrick can't help feeling a
	bit insecure.

					JO (cont'd)
			Very good. Now give an order.

	Derrick looks at Jo, then to his crew who are at their stations,
	waiting.

					DERRICK
			Mr. Orion, prepare to launch.

	Orion looks to Knox who nods slightly.

					ORION
			Aye, aye, Cap'n!

	Orion turns to his station and starts punching buttons.

					JO
				(quietly)
			Catch that?

					DERRICK
			Make sure all weapons are locked up.
			You and I are the only ones carrying
			sidearms.

					JO
			I'm way ahead of you.

	The HUM of machinery as the bridge suddenly comes to life! Computer
	screens light up, banks of multi-colored lights flash on and station
	after station activates!

					ORION
			Power up, sir!

	Derrick surveys the bridge, the view of the dry ocean bed out the main
	observation deck.

					DERRICK
			Gentlemen? Let's get this ship
			airborne.

	Nobody moves. Knox steps in front of Derrick.

					KNOX
			I think the men have a right to know
			where we're headed, Captain.

	Derrick locks eyes with Knox.

					DERRICK
			To a planet in the galay known as
			Iskandar. 148,000 light years from
			earth.

	Disbelieving looks amongst the crew.

					DERRICK (cont'd)
			Do you have a problem with that,
			Knox?

	The two hold eye contact. Knox suddenly grins.

					KNOX
			Works for me. The farther we get
			from this charred hunk of rock the
			better.
				(turning)
			You heard the Captain! Initiate
			launch!

	The crew leaps into action. Orion keys the engine. The ship is filled
	with a low, THROBBING RUMBLE. A sudden jolt nearly knocks everyone off
	their feet! From the observation port, the FLASH of a PULSE TORPEDO
	slamming into the forward deck!!

					KATO
			Attack fighters!

					DERRICK
			Impossible! Nobody knows we're
			here!!

					RODRIGUEZ
				(watching radar screen)
			Tell that to the Gamelons!

	EXT. DRY OCEAN - DAY

	SIX ATTACK FIGHTERS bear down on the Arizona!

	INT. MAIN BRIDGE - DAY

	Pandemonium! The ship SHUDDERS under the force of the powerful engines
	but refuses to budge!

					DERRICK
			What's the hold up?

					ORION
			About a hundred thousand tons of
			dirt, sir!

	EXT. ARIZONA - DAY

	Sure enough, the old battleship remains held fast in the crust of
	baked earth, its superstructure buried under tons of soil! PULSE
	TORPEDOS begin raining down!!

	INT. MAIN BRIDGE - DAY

	The ship is ROCKED by another direct hit!

					KNOX
			We're sitting ducks!

					DERRICK
			Dash!

	Dash is at his gunnery post, furiously logging in guidance
	coordinates!

					DASH
			Almost there!

	EXT. ARIZONA - DAY

	Huge gouts of earth erupt all around the Arizona as PULSE TORPEDOS
	slam into the dry ocean bed! The rusted MAIN GUNS suddenly swing into
	position as the attack fighters wing past the forward mast! SHOCK
	CANNONS fire! One of the fighters takes a direct hit, nose dives into
	the ocean bed and EXPLODES on impact!

	The torpedo hits have unwittingly loosened the earth's firm grip on
	the old battleship! The Arizona SHUDDERS! The GROAN of distressed
	steel as the ship struggles to pull free!

	INT. MAIN BRIDGE - DAY

	Out the observation window, Derrick watches the attack fighters swing
	around for another murderous run!

					DERRICK
			Orion! Get us out of here!

	Orion jacks the controls! The ship starts vibrating and shaking as if
	caught in the throes of an 8.7 earthquake!

	EXT. ARIZONA - DAY

	We are witnessing the birth of a giant metal Phoenix as the Arizona
	pitches and yawns, finally tearing free from its earthbound resting
	place! 32,000 tons of displaced steel rises into the air! Huge chunks
	of earth fall away from the ancient battleship, revealing the
	retrofitted superstructure of a futuristic spaceship! It is an awesome
	spectacle the likes of which we've never seen!

	As the Gamelon attack fighters fan out and bear down on the Arizona,
	she BLASTS AWAY toward space! The surprised attack fighters reform and
	pursue!

	INT. MAIN BRIDGE - DAY

	Everyone is at their station. Rodriguez's face is bathed in the glow
	of the radar screen.

					RODRIGUEZ
			Attack fighters in pursuit!

	Another PULSE TORPEDO slams into the ship!

					KNOX
			Where's that air support we were
			promised??

	Derrick turns to Orion.

					DERRICK
			How long before we make the jump to
			space?

					ORION
			Ten seconds!

					DERRICK
			Dash! Can you slow them down?

					DASH
			I'll try!

	Dash punches the gunnery controls!

	EXT. ARIZONA - DAY

	Three banks of shock cannons swing around and begin POUNDING their
	back trail! The fighters dip and swerve to avoid the PULSE
	CONCUSSIONS! One takes a hit, disintegrates!

	A BRIGHT FLASH as the Arizona leaves the Earth's atmosphere!

	EXT. SPACE - DAY

	The Arizona bursts out of the Earth's atmosphere and into space! The
	resultant friction has peeled away the rust and debris from the upper
	half of the ship, leaving a shiny finish in its place!

	The attack fighters make space, continue their pursuit!

	INT. MAIN BRIDGE - DAY

	PULSE TORPEDOS begin exploding around them! Sweat has broken out over
	Derrick's brow!

					DERRICK
			Prepare for light speed conversion!

					KNOX
			Not so fast, cowboy! Destination
			coordinates have to be set!

	Kato turns from his navigation console --

					KATO
			He's right! Otherwise we could end
			up flying straight into a supernova!

					FEMALE ALIEN
			I'll give you the necessary
			coordinates.

	The alien has appeared. She walks calmly over to Kato who
	instinctively draws back.

					RODRIGUEZ (os)
			Oh boys...

	Rodriguez is staring out the observation port.

					RODRIGUEZ (cont'd)
			We've got company --

	Derrick and Knox turn. TWO GAMELON 'EXTERMINATORS' are heading
	straight for the bow of the ship!

	For an instant, Derrick freezes! Knox sees this, turns --

					KNOX
			Orion! Forty-five degrees to the
			starboard side! Make a run for it!

	Orion executes the evasive maneuver!

	EXT. SPACE - DAY

	The Arizona angles away from the 'Exterminators'! The Gamelon
	destroyers join the attack fighters in pursuit! All fire wildly at the
	battleship!

	INT. MAIN BRIDGE - DAY

	The ship is ROCKED HARD by a direct hit! A shower of SPARKS! A console
	bursts into FLAMES! Kato races across to several storage compartments,
	searching for a fire extinguisher! He opens the first, doesn't find
	it. He opens the second and comes face to face with Erika! Erika
	takes one look at his black tatooed face, SCREAMS! The ship is hit
	hard again! Erika is thrown forward into Kato's arms! Kato turns
	toward Derrick, holding her up by the scruff of the neck --

					KATO
			Captain! Appears we have a stowaway!

					ERIKA
				(struggling)
			Let me go!

	Derrick can't believe his eyes!

					DERRICK
			Erika! What are you doing here??

					ERIKA
			Same thing you are!

	Derrick glares at his little sister.

					DERRICK
			Jo!

	Jo comes running, sees what has transpired.

					DERRICK (cont'd)
			Keep an eye on her.
				(to Erika)
			I'll deal with you later!

	Derrick returns to the pressing business at hand. Jo reaches out and
	takes Erika from Kato.

	EXT. SPACE - DAY

	The Gamelon Squadron is making up ground on the Arizona! The
	battleship returns fire from five banks of main guns!

	INT. MAIN BRIDGE - DAY

	Derrick shouts to Kato who has returned to his station.

					DERRICK
			Kato! How much longer?

					KATO
			Almost there!

	Derrick looks at Knox. Before he can say anything --

					KNOX
				(smiles)
			Don't mention it, kid.

					DERRICK
				(glares)
			I'm not a --

	BOOM!! A TREMENDOUS EXPLOSION! The entire ship shudders!

					DERRICK (cont'd)
			What was that??

					RODRIGUEZ
			Space mines!

	Derrick looks ahead out the observation port. The bottom drops out of
	his stomach.

	EXT. MINE FIELD - DAY

	The Arizona has blundered into a Gamelon mine field! A thick floating
	blanket of mines sit suspended in space, blocking the Arizona's path!

					DERRICK
			All stop! All stop!

	Debris can be seen floating up from a gaping hole in the ship's
	forward deck!

					DERRICK (cont'd)
			Lock off the forward deck!

					RODRIGUEZ
			Aye, aye!

	Knox turns to Derrick.

					KNOX
			Seems we're in a bit of a pickle,
			Captain.

	This time Derrick is ready.

					DERRICK
				(eyes on Knox)
			Ahead slow, Mr. Orion. Nice and
			easy...

					ORION
			But Captain --

					DERRICK
			Ahead slow!

	Knox acknowledges the gutsy move with a nod. Orion eases the ship
	forward.

	EXT. MINE FIELD - DAY

	The Gamelon squadron has halted on the edge of the mine field, unsure
	of whether to follow. Finally, the two 'Exterminators' move forward,
	picking their way.

	INT. MAIN BRIDGE - DAY

	Now everyone is sweating! The tension is unbearable as Orion guldes
	the battleship through the mine field! At one point we HEAR the CLANG
	of metal on metal as a space mine bounces off the hull! Everyone
	tenses, waiting for an explosion! But it doesn't come.

	EXT. MINE FIELD - DAY

	One of the Gamelon 'Exterminators' is not so lucky. It hits a mine,
	the resulting EXPLOSION knocking it into two others! The ship is
	instantly reduced to space debris! The second 'Exterminator' begins
	firing at the mines around the Arizona!

	INT. MAIN BRIDGE - DAY

	The FLASH of a nearby mine EXPLODING! The Arizona shudders from the
	concussion!

					RODRIGUEZ
			Bastards! They're firing at the
			mines!

	They're nearly through the mine field!

					DERRICK
			As soon as we're clear, make the
			jump to light speed!

	Another mine EXPLODES! Too close for comfort!

	EXT. MINE FIELD - DAY

	The bow of the Arizona clears the mine field! The 'Exterminator' fires
	two sets of MISSILES! The missiles lock onto their target, navigate
	the mine field!

	INT. MAIN BRIDGE - DAY

	Rodriguez spins away from the radar screen, his voice choked with
	panic --

					RODRIGUEZ
			Proton missiles! Locked on!

	Derrick very calmly turns to his crew --

					DERRICK
			Activate the Wave Motion Engine.

					ORION
			Activating!

	Derrick's eyes meet those of the alien who has remained calm and
	collected throughout.

					RODRIGUEZ
				(monitoring the
				missiles)
			Five thousand meters!
				(beat)
			Three thousand!

									CUT TO:

	THE FOUR PROTON MISSILES zero in on the Arizona!

									CUT TO:

	THE BRIDGE -- everyone waits. Nothing seems to be happening.

					DERRICK
				(growing uneasy)
			Mr. Orion.

					RODRIGUEZ
			Two thousand!
				(beat)
			One thousand meters sir!

	Kato crosses himself. Jo hugs Erika close. Derrick stares at the
	alien; the same serene look on her face.

	EXT. SPACE - DAY

	The Arizona suddenly SHIMMERS and disappears, leaving behind a ghostly
	image! The proton missiles pass harmlessly through the translucent
	Arizona!

	The Gamelon 'Exterminator' clears the mine field in time to witness
	the Arizona VANISH into thin air...

									SMASH TO:

	LIGHT SPEED -- An overwhelming cosmic display of stars, galaxies and
	nebula all whipping past at a dizzying rate! PULL BACK to reveal the
	view out the OBSERVATION PORT. The crew is sitting silently at their
	stations, exhausted and spent -- but safe. Dash turns to the others.

					DASH
			I tell ya, getting out of town on a
			Friday afternoon can be a real
			bitch...

	Tired smiles all around, then relieved laughter. The alien looks
	questioningly at Derrick.

					DERRICK
			Nevermind. Bad joke.

	HOLD on the alien.

	EXT. SPACE (MANY GALAXIES AWAY) - DAY

	A search party made up of Gamelon hi-speed RECON CRAFTS wings into
	view and approaches Desslock's Flagship.

	INT. FLAGSHIP - DAY

	A DOZEN GAMELON OFFICERS are gathered. They've just delivered their
	scouting reports. DESSLOCK paces anxiously. When he finally stops and
	turns, we are surprised by the strikingly handsome features of the
	elder Gamelon leader.

					DESSLOCK
			Take three divisions and search the
			Argonon system.

	The officers seem confused.

					GAMELON OFFICER
			But Excellency, we've already
			searched Argonon without success.

					DESSLOCK
				(explodes)
			Then search it again! A hundred
			times if you have to!!

					GAMELON OFFICER
				(bowing)
			Yes, Your Excellency.

	A GAMELON SOLDIER enters the chamber, out of breath.

					GAMELON SOLDIER
			Leader Desslock! Word from the Earth
			garrison! A light speed ship has
			just departed from Earth!

	This sets the room abuzz!

					DESSLOCK
			Impossible! The humans don't possess
			light speed technology!

					GAMELON OFFICER
			They may have scavenged one of our
			downed ships, Excellency.

	Desslock's mood has gone from bad to worse. He turns to the soldier --

					DESSLOCK
			Commit every available squadron! I
			want that ship found -- and
			destroyed!

					GAMELON SOLDIER
			Yes, Excellency!

	With that, Desslock sweeps from the room!

	INT. MAIN BRIDGE (ARIZONA) - LATER

	The crew are going about their various jobs. Jo and Erika are seated,
	playing a futuristic version of 'patty cake'. Erika is giggling. They
	suddenly stop, look up. Derrick is standing over the pair, glaring at
	his sister. Erika faces him.

					ERIKA
			What are you going to do? Throw me
			off the ship?

					DERRICK
			It's an option.

					JO
			Derrick...

					ERIKA
			Look -- you're the only family I
			have left. I'm here. I'm not
			leaving. Deal with it.

	Erika gets up and marches away leaving her brother at a loss for
	words. Jo smiles.

					JO
			The famous Wilder arrogance strikes
			again.

	Derrick is not amused.

									CUT TO:

	ERIKA approaches the alien who is sitting off by herself.

					ERIKA
			What's your name?

	The alien stares at her with those large almond-shaped eyes.

									CUT TO:

	DERRICK is standing with Knox who is looking over the ship's log.

					DERRICK
			Thanks for the help back there.

					KNOX
			Just doing my job, Captain.

					DERRICK
				(lowering his voice)
			Yeah, well, from now on, make sure
			it doesn't include undermining my
			authority.

	Knox looks up from his work. He smiles.

					KNOX
			Wouldn't think of it.

	Derrick gives him a probing look.

					DERRICK
			Why did you and your men mutiny?

	Knox's smile fades.

					KNOX
			We didn't mutiny. It was a
			misunderstanding.

	Knox turns back to his work. Derrick has hit a nerve.

					DERRICK
			You murdered your Commander, Knox.
			Sounds like more than a simple
			misunderstanding.

	Knox slams the logbook closed, turns to Derrick --

					KNOX
			Look, I'll make a deal with you. I
			won't undermine your precious
			authority if you don't persist in
			dragging up the past.

	Knox picks up the logbook and walks away. Derrick watches him go.

					KATO (os)
			It wasn't like that, Captain.

	Derrick turns. Kato is sitting at his Stellar Navigation Console. He's
	overheard the exchange.

					KATO (cont'd)
			Knox and the Commander were best
			friends.

	Kato leans back from the console, looks at Derrick.

					KATO (cont'd)
			We were in a firefight with a
			Gamelon Battlecarrier. Commander
			just snapped. Call it battle
			fatigue, whatever. He attacked Dash.
			Knox tried to intervene. Commander
			drew his Cosmogun.
				(beat)
			It was self defense all the way.

					DERRICK
			If that' s true, then why the run
			for deep space?

					KATO
			Look around you, Captain. None of
			these men have any family left.
			Guess we just wanted to have a look
			around, see what else might be out
			there.
				(smiles)
			Didn't work out that way, though.

					DERRICK
			Maybe we can accomplish something
			that'll make you want to stick
			around.

					KATO
			Honestly, Captain? I ain't holdin'
			my breath. Way I look at it, we're
			already dead. This just beats
			rotting away in that godforsaken
			cave, that's all.

	Kato turns back to his console. HOLD on Derrick.

	INT. MAIN BRIDGE - LATER

	Derrick is watching Erika who continues to be involved in a
	demonstrative conversation with the alien being. Erika is doing all
	the talking.

					DERRICK
			Erika!

	Derrick nods. Erika skips over to her brother, glances back at the
	alien.

					ERIKA
			She's nice.

	Derrick kneels before his sister.

					DERRICK (cont'd)
			Listen Peach, Jo needs help sorting
			through some supplies. Think you can
			give her a hand?

					ERIKA
			Sure.

	She starts to skip away, stops, turns back --

					ERIKA (cont'd)
			I mean -- 'Aye, aye Captain'.

	Erika turns and races off to find Jo. Derrick shakes his head, rises
	and approaches the alien.

					DERRICK
			Sorry about that. My sister can be a
			little 'in your face'. She takes
			after our mother.

					FEMALE ALIEN
			She's a very intelligent child.

					DERRICK
			Yeah, well, don't tell her that.
			I've got enough trouble on my hands.

	Derrick glances at the crew.

					FEMALE ALIEN
			You're worried about your men.

					DERRICK
			Just between us? I don't think they
			have a lot of faith in me.

					FEMALE ALIEN
			They have faith in your courage.

	Derrick looks at the alien. There is something so exotic -- almost
	erotic -- about her presence. It makes him uncomfortable.

					DERRICK
			And what about you?

	The alien stares at him, revealing nothing.

					FEMALE ALIEN
			My feelings do not matter.

					DERRICK
			It's nice to know you have
			feelings. Even if they don't matter.

	Derrick smiles. Now it's the alien's turn to feel uncomfortable.

									CUT TO:

	JO AND ERIKA sort through supplies. Jo keeps glancing toward Derrick
	and the alien.

					JO
				(casually)
			So, what did you two talk about?

					ERIKA
			Derrick mostly.
				(whispers)
			I think she likes him.

	Jo continues staring at the pair, a tinge of jealousy coloring her
	voice.

					JO
			Is that so...

	Erika turns to Jo, sensing her dissatisfaction.

					ERIKA
			Jo. She's bald.

	The moment is interrupted by a sudden JOLT to the ship! Lights
	flicker! The ship SHUDDERS!

									CUT TO:

	DERRICK spins around --

					DERRICK
			Now what?

									CUT TO:

	THE CREW -- trying desperately to stabilize the ship!

					KNOX
				(shouts)
			What is it? Gamelons?

	Rodriguez is staring at the radar screen.

					RODRIGUEZ
			No sir!

					ORION
			We're losing power!

	Derrick joins Knox just as the lights flicker and BLACK OUT. Out the
	observation port, we witness the gradual drop from light speed to a
	virtual crawl...

	EXT. DEEP SPACE - DAY

	The dark hull of the Arizona floats through FRAME. The ship is without
	power, adrift in deep space.

	INT. MAIN BRIDGE - DAY

	Flashbeams cut through the blackness, lighting work stations as the
	crew tries in vain to revive the listing hulk. Orion looks up at
	Derrick.

					ORION
			No good, Cap'n. She's dead in the
			water.

	Knox looks at Derrick.

					KNOX
			Perhaps your 'guest' can wave her
			magic crystal.

	The alien has overheard Knox.

					FEMALE ALIEN
			I cannot help. The Wave Motion
			Engine is entirely dependent on your
			ship's existing power source.

	Derrick looks at Knox.

					DERRICK
			Everything is tied into the main
			frame computer. It may have
			sustained some damage when we came
			through the mine field. Suit up, go
			below and check it out. Knox
			turns --

					KNOX
			Orion! Rodriguez!

	Orion and Rodriguez join Knox. The three head out following the lights
	from their flashbeams. HOLD on Derrick.

	EXT. DEEP SPACE - DAY

	The Arizona continues to drift...

	INT. MAIN BRIDGE - DAY

	Derrick and the others are waiting. Knox's VOICE suddenly sounds over
	a radio transmitter.

					KNOX (os)
				(static)
			Captain?

					DERRICK
			Go ahead, Knox.

	INT. MAIN FRAME COMPUTER ROOM - DAY

	Knox and Rodriguez are dressed in SPACE SUITS. They are standing
	together, staring at something OFF SCREEN.

					KNOX
			You were right. The computer took a
			direct hit.

	REVERSE -- A BOULDER-SIZED HOLE in the hull. The explosion has
	severely damaged the huge beehive-shaped computer. Debris is floating
	everywhere.

					KNOX (cont'd)
			It's a miracle she held out as long
			as she did.

					DERRICK (os)
			Any chance it can be repaired?

									CUT TO:

	ORION is floating halfway up the giant computer face, inspecting the
	damage.

					ORION
			Orion here, Cap'n. Looks bad. I can
			gerry rig something temporary but it
			won't last. The Selenite crystals
			are shot. Without those we could be
			drifting around out here for a very
			long time.

									CUT TO:

	DERRICK -- The news is less than inspiring.

					DERRICK
			Do what you can.

					ORION (os)
			Aye aye, Cap'n.

	Derrick lowers the radio, sighs. The alien suddenly steps into the
	circle of light.

					FEMALE ALIEN
			What is our position?

	Derrick looks from the alien to Kato.

					KATO
			About two thirds of the way to
			Iskandar.

					FEMALE ALIEN
			There is a planet in this system
			called Sega. It is inhabited by the
			Thrid. They mine Selenite.

					DERRICK
			Would they help us?

					FEMALE ALIEN
			Yes. The Thrid have also suffered at
			the hands of the Gamelons.

	Derrick looks at the alien, considers her offer. He finally clicks
	back on the radio.

					DERRICK
			Mr. Orion! How soon can you have us
			up and running?

					ORION (os)
			Couple hours.

					DERRICK
			Make it one!

	Derrick clicks off, holds eye contact with the alien.

									CUT TO:

	ORION sets about to work --

					ORION
				(mimics)
			Make it one!
				(then:)
			Snot-nosed little --

					KNOX
				(interrupts)
			Ah ah -- careful. That's our captain
			you're referring to.

	Orion turns and looks down at Knox and Rodriguez.

					ORION
			How about you two getting off your
			butts and giving me a hand?

					KNOX
			Be right up.

	Knox and Rodriguez dive off into space and 'swim' up towards the
	harried Engineer.

									DISSOLVE TO:

	EXT. DEEP SPACE - LATER

	The Arizona is limping along like a three-legged dog. PAN with the
	ship as it enters the orbit of the planet Sega.

	INT. MAIN BRIDGE - DAY

	The crew watches the planet loom ahead out the observation port. It is
	dark and spooky in appearance.

					FEMALE ALIEN
			Sega.

					DASH
			Looks inviting.

					FEMALE ALIEN
			The atmosphere is similar to that of
			Earth.

					DERRICK
				(staring at the dark
				planet)
			Knox? Pick six men for a scouting
			party.

	Derrick continues staring at the foreboding planet...

	EXT. SPACE - DAY

	The TRANSPORT lifts off from the Arizona, blasts away toward the
	surface of the planet.

	INT. TRANSPORT - DAY

	Jo, Knox, the alien and half a dozen other men including Rodriguez and
	Dash make up the scouting party. They watch as the planet's dark
	surface rises up to meet them. Derrick hands sidearms out to the men.
	The last one goes to Knox. He accepts the gun with a nod. The alien
	has been watching.

					FEMALE ALIEN
			A word of caution. The Thrid are
			easily provoked. Whatever you do,
			you must not show fear. They will
			sense it and become aggressive.

					DERRICK
			Let's just hope they're in a
			charitable mood.

	EXT. SEGA - DAY

	The TRANSPORT whooshes past, dropping down toward the planet's
	surface.

	EXT. PLANET SURFACE - DAY

	The transport touches down in a nightmarish and inhospitable
	wasteland. STRANGE MACHINES gouge the planet's strip mined surface.

	EXT. TRANSPORT - DAY

	Derrick leads the scouting party forward. They assemble, staring at
	their bleak surroundings.

					KNOX
			And I thought Earth was looking bad
			these days...

					DASH
			What kind of party animals call
			this place home?

	Derrick notices a dark cloud moving their way.

					DERRICK
			I think we're about to find out...

	The alien turns to the others in the group.

					FEMALE ALIEN
			Remember. No fear.

	Everyone waits, a bit unsettled, as the 'dark cloud' moves closer. A
	high-pitched BUZZING rings in their ears as a flying ARMY OF THRID
	descends upon them. The Thrid land all around the stunned humans. They
	are a race of repellent INSECTOIDS, somewhat resembling giant upright
	walking locusts. A hard shelled exo-skeleton protects delicate wings
	and soft abdomens tipped with lethal stingers. Their wings continue to
	vibrate and buzz with excitement.

					RODRIGUEZ
				(quietly)
			Why did it have to be bugs?

	The alien steps forward and addresses the Thrid with a series of VOCAL
	CLICKS. The Thrid become even more excited. Derrick senses his team
	tensing up.

					DERRICK
				(quietly)
			Easy does it, everyone...

	The alien continues to converse with the Thrid, finally turns.

					FEMALE ALIEN
			They have agreed to help.

	Derrick forces a smile.

					DERRICK
				(to the others)
			C'mon, people. Show some
			appreciation.

	The others force smiles that do little to mask their revulsion.

	EXT. SPACE - DAY

	A Gamelon 'EXTERMINATOR' suddenly shimmers into view, appearing out of
	light speed over Sega. It begins a search of the area...

	INT. CATACOMBS (SEGA) - DAY

	The swarm of Thrid escort the humans along an underground catacomb of
	mining tunnels. They merge into a --

	VAST CRYSTALLINE CAVERN

	Thousands of Thrid are mining the precious crystals which seem to
	encase the entire cavern, an odd mixture of repulsion and beauty. The
	alien turns to Derrick --

					FEMALE ALIEN
			Selenite.

	The humans gaze in wonder at the sparkling cavern.

	INT. MAIN BRIDGE - DAY

	Kato is watching the radar screen, patiently listening to his new
	'best friend'.

					ERIKA
			...and when I grow up I'm gonna be a
			pilot like my brother so I can kill
			Gamelons too.

	Kato suddenly leans close to the radar screen, his throat going dry.

					KATO
			Never too early to start, kid.

	Erika looks at him, confused.

									SHASH TO:

	THE GAMELON 'EXTERMINATOR'

	heading straight toward the crippled Arizona!

	INT. CRYSTAL CAVERN (SEGA) - DAY

	A SACK OF CRYSTALS is handed to the alien who in turn hands them to
	Derrick.

					DERRICK
			Tell them we are in their debt. If
			our mission is successful, they'll
			never have to worry about the
			Gamelons again.

	The alien delivers the message. More excited BUZZING from the Thrid.
	Rodriguez is growing increasingly uneasy. Several Thrid are inspecting
	his clothing, touching his skin and hair. He suddenly lashes out,
	pushing them away!

					RODRIGUEZ
			Don't touch me!

	Derrick and the others wheel around. The BUZZING of the Thrid takes on
	a more ominous tone.

					DERRICK
				(sharply)
			Rodriguez! Keep it together!

	But Rodriguez is beginning to lose it. We can see the fear overtaking
	him. So can the Thrid. Several begin to advance. Rodriguez backs away,
	yanks out his Cosmogun!

					KNOX
			Rodriguez! No!

					RODRIGUEZ
			Keep away from me!

	Rodriguez backs into more Thrid! He spins, levelling his Cosmogun!

					DERRICK
			Rodriguez!

	Rodriguez fires, exploding one Thrid in a gush of green slimy guts!
	Before he can fire again, he is swarmed over! Rodriguez SCREAMS! Knox
	reaches for his Cosmogun! Derrick grabs his wrist --

					DERRICK (cont'd)
				(firmly)
			You'll get us all killed!

	Realizing Derrick's right, Knox grudgingly stows the sidearm. The
	others watch in horror as Rodriguez is stung over and over again! Only
	the alien looks on impassively. The struggle is soon over. The Thrid
	move away from Rodriguez, leaving his swollen poison-filled body where
	it lay. The alien turns to the horrified scouting party.

					FEMALE ALIEN
			It's time we leave.

					DERRICK
			Good idea.

	Trying desperately not to appear afraid, the humans slowly back out of
	the crystal cavern with their booty in tow. The Thrid flow around them
	in a very agitated state.

	INT. MAIN BRIDGE - DAY

	The remaining crew of the Arizona scramble to battle stations! The
	power suddenly dies, leaving them defenseless once again! Kato slams
	his fist!

					KATO
			Son of a -- !

	A sharp look from Erika stops him short.

					ORION
			Get the feeling we're having one of
			those days?

	Suddenly, the inside of the main bridge is bathed in a brilliant SHEET
	OF RED LIGHT!

					ORION (cont'd)
			We're being scanned!

					KATO
			Game's up. They know how many we
			are.

					ORION
				(adds)
			And that we're powerless to fight
			back.

	No power, no guns, no way to defend themselves. They can only sit
	helplessly and watch the approaching 'Exterminator'...

	EXT. SEGA - DAY

	Derrick and the others are making their way toward the transport. The
	Thrid mass is following, more agitated than ever.

					DERRICK
			Keep going! Don't look back!

	The group increases their pace as the shuttle comes into view. The
	Thrid swarm ever closer, searching for a sign, some reason to attack.
	Suddenly, a calm VOICE --

					JO (os)
			Derrick?

	Derrick turns. Jo is completely surrounded by Thrid! They claw at her
	clothes, her skin, her hair, attempting to arouse a reaction! Jo
	desperately tries to remain calm but is losing the battle. More Thrid
	swarm around the men! Derrick locks eyes with Knox.

					DERRICK
			On three. Ready?

	Hands slowly lower to sidearms.

					DERRICK (cont'd)
			One --

	The BUZZING is now at a fever pitch! It's no longer a question of if
	they're going to attack...

					DERRICK (cont'd)
			Two --

	Derrick looks at the alien who somehow seems disappointed that it's
	come to this.

					DERRICK (cont'd)
			THREE!

	In a heartbeat, Cosmoguns are out and blasting! Green guts splatter
	everywhere as Thrid bodies are ripped apart! Derrick blasts Thrid
	off Jo!

					DERRICK (cont'd)
				(screams)
			RUN FOR IT!!

	A running firefight between insectoids and humans ensues as the
	remaining scouting party makes a mad dash for the transport!! Derrick
	takes the alien by the hand, pulls her along! Several of the party are
	overcome by the sheer numbers of Thrid! Their terrible SCREAMS can be
	heard above the pitched battle! The group reaches the transport! Dash
	lays down fierce cover fire while the others scramble into the ship!

	INT. TRANSPORT - DAY

	Jo jumps into the pilot's chair! We can HEAR the sound of Thrid
	clamoring over the outside of the ship! Knox looks around --

					KNOX
			Where's Dash??

	Dash suddenly catapults SCREAMING into the transport with Thrid
	hanging off his body!! More Thrid rush in through the open hatch!
	Derrick and Knox blast away, splashing the inside of the transport in
	Thrid goo!

					DERRICK
			Jo! Get us outta here!

	The hatch door closes! Jo fires the rockets!

	EXT. TRANSPORT - DAY

	We can barely make out the transport buried in a swarm of angry Thrid!
	Rocket flames barbecue many of the insectoids as the transport lifts
	off! The others either fall away or take wing!

	INT. TRANSPORT - DAY

	Derrick and Knox zap the last of the bugs, help Dash to his feet.

					KNOX
			You okay?

	He nods, shaken but unhurt.

					DASH
			Yeah, but who's gonna clean up this
			mess?

	The men look around. Everything is covered in green slime and Thrid
	body parts, including themselves.

	EXT. SPACE - DAY

	The transport makes space and heads for the dark, drifting hulk of the
	Arizona. The Gamelon 'Exterminator' is no where in sight.

	EXT. ARIZONA - DAY

	As the transport settles onto the deck of the Arizona we TILT DOWN to
	reveal the Gamelon 'Exterminator' stuck like a leech to the forward
	hull of the ship...

	INT. DOCKING BAY (ARIZONA) - DAY

	Derrick and the others depart the transport. Derrick is carrying the
	bag of crystals.

					DERRICK
			Knox you and Orion get to work
			repairing the Selenite crystals. Jo
			and I will check out the
			Astrofighters. We may be forced to
			downsize if these don't work.

	Derrick tosses the sack of crystals to Knox.

	INT. MAIN BRIDGE - DAY

	Derrick leads the others onto the bridge. The crew are at their
	stations. Everything appears normal. Erika is still standing beside
	Kato.

					DASH
				(to no one in
				particular)
			Honey, I'm home! You won't believe
			the day I had!

	Derrick smiles at Erika, starts toward her --

					DERRICK
			Hey, Peach. Who are you bothering
			now?

	Derrick slows to a stop, looks closely at his sister. Erika's eyes are
	filled with terror. She's literally shaking wlth fear.

					DERRICK
			Peach?

	Kato swivels around in his chair. Only it isn't Kato -- it's a
	GAMELON ATTACK SOLDIER! He's holding a Smite pistol levelled at
	Derrick! A dozen fully armored GAMELON ATTACK SOLDIERS suddenly
	materialize from the shadows, surrounding the others! They wield Smite
	pistols and pulse guns! One of Derrick's men reaches for his Cosmogun!
	He's immediately cut down! Erika SCREAMS, runs to Derrick's side as
	the Gamelon's roughly disarm the others. A Gamelon LIEUTENANT steps
	forward.

					GAMELON OFFICER
			Who commands this ship?

					DERRICK
			I do.

	The Gamelon steps before Derrick. The others watch, tense.

					GAMELON OFFICER
			How did you acquire light speed
			technology?

	Derrick looks straight at him, eyes burning with hatred.

					DERRICK
			Santa Claus.

	Several of the crew snicker. The Lieutenant realizes he's being played
	for a fool. He grabs Erika by the arm, tearing her away from Derrick.
	He puts his Smite pistol to her head.

					GAMELON OFFICER
			One more time. Where did you acquire
			the Wave Motion Engine?

	Before Derrick can respond --

					FEMALE ALIEN (os)
			From me.

	The Gamelon Officer shoves Erika aside, approaches the alien.

					GAMELON OFFICER
			And who are you?

	The alien stares calmly at the officer.

					FEMALE ALIEN
			Santa Clause...

	She brings her hand out from under her robe. She's gripping a
	Cosmogun! She BLASTS the surprised Gamelon Officer! Before he hits
	the ground she turns and levels two more Gamelon soldiers!! Derrick
	and his men take advantage of the moment. They jump the soldiers,
	wrestling weapons away and quickly turning the tables on their
	captors! When it's over, a half dozen Gamelons lay dead and the others
	are prisoners.

					DERRICK
			Take 'em below and lock 'em up.

					DASH
			My pleasure.
				(shoving a Gamelon)
			Let's go, scumbags...

	The Gamelon prisoners are hustled off the main bridge. Derrick stares
	incredulously at the alien. He walks over to her --

					DERRICK
			So much for passive and non-
			aggressive --

	-- grabs the Cosmogun from her hand, looks intensely into her eyes --

					DERRICK (cont'd)
			Who the hell are you?

	In response the alien takes several steps back, closes her eyes and
	BEGINS TO MORPH into a new form! Derrick and the stunned crew watch as
	the alien changes shape! They are even more stunned at the result! For
	when the transformation is complete, they are left staring at a
	BEAUTIFUL GAMELON WOMAN!!

					DERRICK
				(disbelief)
			You're one of them...

					FEMALE ALIEN
			Yes.

					DERRICK
			And the planet you're taking us to?

	The Gamelon woman hesitates.

					FEMALE ALIEN
			Gamelon.

	The crew reacts.

					KNOX
			That's it -- she's history.

	Knox raises his Cosmogun, starts toward her. Derrick intercepts him --

					DERRICK
			Knox! Wait!

					KNOX
				(struggling)
			Why??

					DERRICK
			Because she's mine --

	Derrick turns and raises his Cosmogun! This time it is Jo who
	intercedes!

					JO
			Stop it! Both of you!

					DERRICK
				(enraged)
			You lied to us!

					FEMALE ALIEN
			I spoke the truth.

					DERRICK
			You hid your identity!

					FEMALE ALIEN
			Would you have trusted me as I
			appear to you now?

	Good point.

					FEMALE ALIEN (cont'd)
			Nothing has changed. I am here to
			help. You must believe me.

					JO
			Why should we?

					FEMALE ALIEN
			I am only half Gamelon. When I spoke
			of belonging to a passive non-
			aggressive race, I spoke of my
			mother's people. They were conquered
			by the Gamelons. My mother was taken
			captive by a young Gamelon officer.
			The rest of her people were
			murdered. When I found out the
			truth, I vowed to someday put a stop
			to the Gamelons' bloodthirsty march
			across the galaxies. That is what
			brought me to you.

	Derrick has listened, drawn to her beauty in spite of his rage.

					KATO
			What a sad story. I say waste her.

	At that moment, Dash returns from locking up the prisoners takes one
	look at the alien, stops dead in his tracks --

					DASH
			Yo! Who's the babe??

	Derrick steps in front of the Gamelon woman.

					DERRICK
			Just when were you planning to let
			us in on your little charade?

					FEMALE ALIEN
			Before we reached Gamelon.

	She looks down at a dead Gamelon.

					FEMALE ALIEN (cont'd)
			This scouting party may have
			provided the means for you to get
			past security. Something I hadn't
			quite worked out.

	Derrick turns away, paces, thinking out his options. A scared crew
	member speaks up --

					CREW MEMBER
			I say we look for a planet! Preserve
			what we can! There's enough of us to
			found a colony!

					JO
			No thanks. I'm not interested in
			playing Eve.

					ORION
			We can always return to earth and
			wait to die.

	This last comment cements Derrick's decision. He stops, turns to his
	crew.

					DERRICK
			We're going on.

					KNOX
			What!? You're going to trust this
			Gamelon bimbo?

					DERRICK
			That Gamelon 'bimbo' just saved your
			life!

	Derrick's right. The rest of the crew considers this.

					DERRICK (cont'd)
			If she's telling the truth, then
			this is our last chance! This is
			earth's last chance!

					KNOX
			And if she's lying?

	Derrick looks at his men.

					DERRICK
			Then we're already dead. Right Kato?

	Kato gives him a look. Derrick has made his point.

					DERRICK (cont'd)
			Let's get busy. We've got work to
			do.

	The crew breaks up and sets about repairing the ship. Erika walks up
	to the Gamelon woman.

					ERIKA
			You must have a name now.

					FEMALE ALIEN
				(looking at Derrick)
			I am called Nova.

					ERIKA
			Nova? You look way better with
			hair.

	For the very first time, a smile graces the alien's lips. HOLD on the
	look between Derrick and Nova. A look that doesn't go unnoticed by
	Jo...

									CUT TO:

	THE PLANET GAMELON -- A strange metallic-looking globe orbited by two
	small moons. A squadron of GAMELON DESTROYERS wing past toward the
	planet. TILT DOWN to reveal a THIRD MOON behind which the Arizona
	suddenly materializes from light speed. The ship angles for the dark
	side of the moon...

	EXT. GAMELON MOON SURFACE - DAY

	The Arizona settles into a deep trench, hidden from all but a direct
	fly over.

	INT. HOLDING CELL - DAY

	The Gamelon prisoners are milling about when the door suddenly opens
	and Kato steps inside holding a pulse rifle. Dash backs him up.

					KATO
				(smiles)
			Howdy! You fellas have something we
			need.

	Kato levels the pulse rifle and his smile fades.

									QUICK CUT:

	THE GAMELON PRISONERS are standing naked, covering their privates with
	their hands! Kato and Dash are loaded down with their uniforms. As
	they leave --

					KATO
				(winks)
			Y'all behave now.

	He closes and locks the door. HOLD on the befuddled Gamelons.

	INT. MAIN BRIDGE - DAY

	Derrick, Knox and Dash are changing into the Gamelon uniforms.

					KNOX
			I can't believe I agreed to this.

					DASH
				(quietly)
			Look at it this way, if all Gamelon
			women look like her --
				(nods toward Nova)
			-- we may not have to go back to
			earth.

	Jo is pacing before Derrick, hopping mad.

					JO
			It's not right! I should be going
			too!

					DERRICK
			Jo, you'd only blow our cover. It's
			not my fault the Gamelons don't let
			women serve.

					JO
			Chauvinist bastards...

	As Derrick continues to dress, he notices Nova and Erika standing off
	by themselves, having a conversation. This time Nova is the one doing
	the talking. Erika occasionally nods. The conversation ends with a
	hug. HOLD on Derrick.

	INT. MAIN BRIDGE - LATER

	Derrick and his 'Gamelon soldiers' are assembled, ready to go. Nova is
	with them.

					DERRICK
				(to Jo)
			You're in command. If we're not back
			in twenty four hours, ship out.

					JO
			To where exactly?

	The two hold eye contact. She's right. This is their last hope.
	Derrick kneels before his sister --

					DERRICK
			Jo's going to need a lot of help.
			I'm counting on you.

	Erika nods. Derrick ruffles her hair, stands, turns to his men --

					DERRICK (cont'd)
			Let's go.

	Derrick leads Knox, Dash and Nova off the bridge. HOLD on Jo and
	Erika.

	EXT. GAMELON MOON - DAY

	A SMALL FLASH on the moon's surface. Moments later an 'Exterminator'
	is winging past toward the surface of Gamelon.

	INT. EXTERMINATOR - DAY

	Derrick, Knox and Dash are on the futuristic alien bridge, staring
	ahead at the planet's metal surface rushing up to meet them. Nova is
	piloting the craft.

					KNOX
			This plan of yours better work...

					NOVA
			For all our sakes.

	The viewing port flares as the 'Exterminator' enters Gamelon's
	atmosphere...

	EXT. GAMELON - DAY

	The entire planet is covered by one GIGANTIC CITY, hence the
	metallic appearance from space! Not one square inch of Gamelon's
	surface remains undeveloped. It is a mind blowing example of a race
	having thoroughly depleted their natural resources. CITYSHIPS
	(airborne cities ten miles in diameter) float above the planet's
	surface, built to accomadate the overflow. The airspace is crowded
	with a glut of spacecraft, both military and civilian.

	INT. EXTERMINATOR - DAY

	Derrick and the others stare with a mixture of wonder and horror at
	the strange alien sights all around.

					DASH
			No wonder you people conquer other
			planets. You've run out of parking
			spaces.

	Nova guides the 'Exterminator' toward a huge MILITARY CITYSHIP looming
	ahead. Squadrons of Destroyers, 'Exterminators' and Battlecarriers
	come and go. Attack Fighters buzz everywhere.

					DERRICK
			The Gamelon Armada...

					KNOX
			Looks like they're gearing up for a
			fight.

	No one bothers to guess with whom...

					NOVA
			We haven't much time. Once we're
			aboard the cityship, I'll take you
			to the vaults where the Cosmo DNA is
			stored.

					DERRICK
			Cosmo DNA?

					NOVA
			The machine that will save your
			planet. It can be fitted into the
			warhead of a planet bomb and
			launched from space. The DNA will
			release upon impact, restoring
			Earth's environment.

					KNOX
			Lady, I've seen some strange things
			in my day, but what you just
			described goes against every known
			law of science.

					NOVA
			You have a lot to learn, Mr. Knox.

	Knox gives her a look. A GAMELON OFFICER'S FACE suddenly appears on a
	teleprompter --

					GAMELON OFFICER
			Docking authorization code.

	Nova clicks on the voice transmitter --

					NOVA
			I have little patience for
			formalities, captain Volgar.

					GAMELON OFFICER
				(stunned)
			My lady!?

					NOVA
			Inform my father of my return.

					GAMELON OFFICER
			Yes, my Lady! At once!

	The officer's image vanishes from the screen. Derrick and the others
	are staring at Nova.

					DERRICK/KNOX/DASH
			'My Lady?'

	EXT. MILITARY CITYSHIP - DAY

	The 'Exterminator' flies beneath the massive cityship toward a series
	of docking bays protruding from the underside.

					NOVA (os)
			Should we become separated, the DNA
			vaults are located on level six.

					KNOX (os)
			What do we do? Just waltz in and
			take one of these Cosmo-
			thingamajigs?

					NOVA (os)
			The DNA is kept under tight
			security. Though you should have
			little trouble, Mr. Knox. You are as
			violent and crude as the enemy you
			fight.

					KNOX (os)
			I'll take that as a compliment.

	The 'Exterminator' slows and enters a DOCKING BAY. The giant doors
	close behind the ship and the docking bay rises up, disappearing
	inside the cityship...

	INT. EXTERMINATOR (DOCKING BAY) - DAY

	The hatch opens revealing a contingent of GAMELON SOLDIERS waiting in
	the docking bay. A GAMELON OFFICER steps forward as Nova descends the
	ramp followed by Derrick, Knox and Dash. The three humans have entered
	the heart of the enemy camp. They work hard to keep their cool.

					GAMELON OFFICER
				(bowing)
			My Lady! We have been searching the
			galaxies for you! We feared the
			worst!

					NOVA
			As you can see, I'm perfectly well.
			Thanks to Captain Wilder and his
			men.

	Derrick, Knox and Dash smile uncomfortably. The gathered soldiers
	suddenly come to rigid attention as their leader sweeps into view.
	Derrick's jaw practically hits the floor.

					DERRICK
				(whispers)
			Desslock...

	He and the others are in for a bigger shock, however.

					DESSLOCK
			Nova!

					NOVA
			Hello, father.

	From their embrace we can see that Desslock genuinely loves his
	daughter. Nova, however, remains cold and distant. When they part --

					DESSLOCK
			Is it your mission in life to
			forever cause me distress?

					NOVA
			I'm sorry, father. Forgive my
			foolish behavior. I piloted a ship
			with the idea of greeting you on
			your successful return from Earth.
			Unfortunately, an asteroid left my
			ship disabled. Lucky for me Captain
			Wilder was in the area. He responded
			to my distress beacon.

	Desslock steps past his daughter to Derrick. The Gamelon leader
	extends his hand --

					DESSLOCK
			I'm indebted, Captain. Your timely
			rescue of my daughter will not go
			unrewarded.

	As much as he detests the idea, Derrick shakes his mortal enemy's
	hand.

					DERRICK
				(evenly)
			Just doing my job, sir.

	The two hold eye contact. Desslock senses the underlying hostility. So
	does Nova.

					NOVA
			And what of Earth, father? Is the
			long war finally over?

	Desslock turns.

					DESSLOCK
			Nearly, my dear. The plans for our
			final assault can now go forward. I
			am leaving here to brief the fleet
			commanders. Captain Wilder, perhaps
			you would like to join us?

	Desslock looks again at Derrick who hesitates at the unexpected
	invitation.

					NOVA
			Surely Captain wilder has his own
			duties to attend to, father.

					DESSLOCK
			Captain Wilder's duties are whatever
			I say they are.

					GAMELON OFFICER
			Excellency. We really must be going.

	Desslock continues looking at Derrick whose expression suddenly
	softens.

					DERRICK
			I would be honored to attend,
			Excellency.

					DESSLOCK
			Very good.
				(turning to Nova)
			I shall speak with you later.

	Desslock turns and sweeps away, escorted by the Gamelon officer and a
	squadron of soldiers. Derrick looks helplessly at his friends, falls
	in with the other soldiers. HOLD on Nova, Knox and Dash.

									CUT TO:

	DESSLOCK speaks in confidence to the Gamelon Officer at his side.

					DESSLOCK
			Find out everything you can about
			our heroic captain Wilder and report
			back to me.

					GAMELON OFFICER
			Yes, Your Excellency.

	The Gamelon Officer hurries away. Desslock leaves the docking bay
	followed by the soldiers and a very nervous Derrick...

	INT. CITYSHIP (PASSAGEWAY) - LATER

	Nova leads Knox and Dash along the busy passageway. Everyone that sees
	her bows in accordance with Gamelon custom.

					DASH
			Why didn't you tell us you were the
			daughter of the biggest scumbag in
			the universe?

					NOVA
			It is unimportant who I am. Only
			that you acquire what you need and
			return safely to Earth.

					KNOX
			What about you? Your father doesn't
			strike me as someone who will likely
			show mercy to a traitor. Even if
			that traitor's his daughter.

					NOVA
			I will not be around to incur my
			father's wrath.

					DASH
			Why's that?

	The elevator doors open.

					NOVA
			Because I'm returning to Earth with
			you.

	Nova steps inside the transport. Knox and Dash look at one another,
	follow.

	INT. CONFERENCE ROOM - DAY

	Seated around a large table are Leader Desslock and his FLEET
	COMMANDERS. And Derrick, who is seated directly across from his
	Excellency. One of the Fleet Commanders is finishing his briefing.

					FLEET COMMANDER
			As you know, the Star Force fleet
			has been severely crippled.
			Therefore, a concentrated strike at
			targets that have been previously
			inaccessible should effectively
			eradicate all human life on Earth.

	Derrick listens with growing outrage.

					DESSLOCK
			And your information on the strength
			of the Star Force fleet is reliable?

					FLEET COMMANDER
			Our source on earth assures us that
			the fleet has been virtually
			eliminated, Your Excellency.

	Derrick's face drops -- 'source on earth??' Desslock notices Derrick's
	stunned reaction.

					DESSLOCK
			Captain Wilder, you seem disturbed.
			You don't agree?

	Suddenly, Derrick is on the spot.

					DERRICK
			I know nothing of the Star Force
			strength, Excellency. But I wouldn't
			underestimate the human ability to
			fight for their homeland.

					FLEET COMMANDER
				(annoyed)
			Their 'homeland' is a wasteland.
			They have no way to defend
			themselves.

	Under the table, Derrick qietly slips his Smite pistol out of its
	holster -- levels it at Desslock!! His eyes are locked on Desslock.

					DERRICK
			Their home has been a wasteland for
			fives years. That still hasn't
			stopped them from kicking your
			ass, Commander.

	The Fleet Commander's jaw drops, as does everyone elses! Except for
	Desslock.

					FLEET COMMANDER
			This is outrageous! I demand an
			apology!

	Below the table, Derrick's finger tightens on the pistol's firing
	mechanism! His eyes are rivited on Desslock! Desslock sizes his young
	Captain up. Finally --

					DESSLOCK
			I agree with Captain Wilder. The
			humans have always shown an
			indomitable will to fight. Never
			have we encountered a race so much
			like ourselves.

	Beads of sweat dot Derrick's forehead. Perhaps he can end it all right
	here, right now. But would it really be over? Under the table,
	Derrick's finger loosens and he lowers the Smite pistol...

	INT. LEVEL SIX (DNA VAULTS) - DAY

	TWO GAMELON SOLDIERS attend a guard station at the entrance to the
	giant locked vaults containing the Cosmo DNA. Knox and Dash suddenly
	appear, followed by Nova. As they approach the Guards --

					KNOX
				(smiles)
			Hi!

	Knox suddenly raises a Smite pistol and dispatches both Guards!

					NOVA
			Was that really necessary?

					KNOX
			Lady, your people attacked my planet
			and killed everything I had to live
			for. Pardon me if my manners are a
			little rusty.

	Knox turns and blasts open the vault containing the Cosmo DNA. An
	ALARM SIREN goes off!

	INT. CONFERENCE ROOM - DAY

	The Gamelon Officer from the previous scene appears and hurries across
	to Desslock, hands him a piece of paper. Desslock reads the report,
	slowly lowers it, looks across the table at Derrick.

					DESSLOCK
			Gentlemen, it appears we have an
			imposter in our midst. Captain
			Wilder. Perhaps you would like to
			tell us who you really are?

	Everyone turns and looks at Derrick who grips his Smite pistol beneath
	the table. A GAMELON SOLDIER suddenly bursts into the room --

					GAMELON SOLDIER
			Excellency! Someone has broken into
			the DNA vaults!

	Desslock looks at Derrick, his face contorting in rage.

					DERRICK
			What? You think we came all this way
			just to wear these stupid uniforms?

	Before Desslock can respond, Derrick blasts a hole up through the
	conference table! Everyone dives for cover as pieces of the shattered
	table explode throughout the room! Derrick is on his feet and FIRING!
	He takes out the Gamelon Soldier, indiscriminately sprays the room! In
	a heartbeat he is out the door and on the run! Desslock scrambles to
	his feet!

					DESSLOCK
			Seal off Level Six! I want them
			alive!!

	As the Fleet Commanders rush out, PUSH IN on Desslock, to the face of
	a grief stricken father...

					DESSLOCK
			Nova...

	INT. VAULT - DAY

	Knox, Dash and Nova are standing around a metallic pedestal upon which
	rests a football-sized OTHERWORLDLY MACHINE whose center contains a
	CRYSTAL GLOBE filled with swirling, pulsating colors. Knox looks at
	Nova.

					KNOX
			That's it? That's what's going
			to restore Earth??

	Dash leans down and looks at the swirling colors.

					DASH
			It's so small.

					NOVA
			Size isn't everything. Even on
			Gamelon.

	Knox and Dash share a look. Knox turns and wrenches the machine off
	the pedestal!

	EXT. VAULT - DAY

	The trio exit the vault to the continual sound of the alarm! Nova is
	leading, Dash is carrying the Cosmo DNA machine. Knox wields his Smite
	pistol. They barely take three steps when a DOZEN GAMELON SOLDIERS
	flood into the guard station supported by several hovering ATTACKBOTS
	(fully armed robot satellites)! The startled soldiers recognize Nova,
	hesitate --

					GAMELON SOLDIER
			My Lady!

	Knox suddenly grabs Nova, puts his Smite pistol to her head!

					KNOX
			Get back! NOW!

	The soldiers begin to withdraw en mass.

					KNOX (cont'd)
			Keep going!

	Knox pushes Nova ahead. Dash follows.

					KNOX (cont'd)
			A little further...

	The soldiers continue to withdraw until they're standing beneath the
	attackbots.

					KNOX (cont'd)
			Stop!

	The soldiers stop en mass. Knox raises his Smite pistol and blasts the
	Attackbots! The satellites begin spinning out of control, firing
	wildly! Laser bolts slam into Gamelon soldiers! One of the Attackbots
	crashes down on more soldiers! In the ensuing confusion, Knox, Nova
	and Dash escape down an adjoining corridor! Two more Attackbots emerge
	from the smoke and debris and give chase!

	INT. CORRIDOR (UPPER LEVEL) - DAY

	A squadron of GAMELON SOLDIERS race past down the corridor! Derrick
	appears, looks both ways and walks quickly in the opposite direction.

	INT. ELEVATOR (UPPER LEVEL) - DAY

	Derrick races toward an elevator transport whose doors are closing,
	plunges his hand in at the last second! The doors reopen and he finds
	himself staring at half a dozen GAMELON SOLDIERS! A tense moment.

	The SQUADRON LEADER looks at him, annoyed.

					SQUADRON LEADER
			Well? Are you coming or not??

	Derrick slips inside the elevator with the other soldiers and the
	doors close.

	EXT. ELEVATOR (LEVEL SIX) - DAY

	The elevator transport opens and the soldiers rush out and away down
	the corridor! Derrick follows for half a step before ducking down a
	side corridor!

	INT. CORRIDOR (LEVEL SIX) - DAY

	Knox, Nova and Dash come racing down another corridor! They suddenly
	find themselves under fire from the pursuing Attackbots! Laser bolts
	rip into the floor and walls around them! Knox returns fire! GAMELON
	SOLDIERS flood into the corridor ahead! They lay down a deadly sheet
	of PULSE RIFLE fire! Dash fires back! They're really in a pickle!

					DASH
			I can't hold 'em!

					KNOX
				(dodging laser bolts)
			Any ideas, 'My Lady'?

					NOVA
			None that have a happy ending!

	Laser bolts crash all around them! The Gamelon soldiers press forward!
	The Attackbots glide ahead, firing as they go! Suddenly, one of the
	Attackbots takes a direct hit, crashes to the ground! Derrick appears
	down the hall and dispatches the second Attackbot! He yells to Knox,
	Dash and Nova --

					DERRICK
			This way!

	Derrick lays down cover fire as the trio scrambles ahead to join him!
	Dash and Knox join Derrick in firing their Smite pistols as well! They
	lob volleys of laser blasts before dashing away down a slde corridor!
	The Gamelon Soldiers stagger forward through the smoke and debris,
	give chase!

	INT. DOCKING BAY - DAY

	SIRENS BLARE as Derrick leads the others into the docking bay! He and
	Knox take out the two GAMELON SOLDIERS guarding the 'Exterminator'!
	All make a mad dash for the craft! Just as they reach the loading
	ramp, Nova slows to a stop. Derrick turns back, extending his hand.

					DERRICK
			C'mon!

	Nova hesitates, produces a crystal, tosses it to Derrick.

					NOVA
			That crystal contains the technology
			to create a super weapon. It will
			assist you in defeating my father's
			armies.

	Derrick looks at the crystal, then at Nova.

					NOVA (cont'd)
			I'm sorry. I thought I could return
			with you. But I can't.

	Knox yells back down the ramp --

					KNOX (os)
			Let's go, you two!!

	Derrick looks at Nova, torn.

					DERRICK
			What will happen to you?

					NOVA
			It doesn't matter.

					DERRICK
			It matters to me.

	Nova looks into his eyes. Perhaps another time, another place...

					NOVA
			Go, Derrick. Finish what we started.

	At that instant, GAMELON SOLDIERS flood into the docking bay! Laser
	blasts fly!

					NOVA (cont'd)
			GO!

	Derrick takes a last look at Nova before racing up the loading ramp!

	INT. 'EXTERMINATOR' - DAY

	Laser blasts rock the craft! Derrick slips into the pilot's seat!

					DASH
			Can you fly this thing?

					DERRICK
			We'll find out.

					KNOX
				(looks around)
			Where's Nova?

					DERRICK
			She stayed.

	Knox shakes his head.

					KNOX
			Women. Always changing their
			minds...

	Derrick fires the 'Exterminator's' rockets!

	INT. DOCKING BAY - DAY

	Nova is dragged to safety as a REFLEX GUN is wheeled into the docking
	bay by more SOLDIERS! The barrel swivels into position, pointing at
	the 'Exterminator'!

	INT. 'EXTERMINATOR' BRIDGE - DAY

	Dash sees what is transpiring.

					DASH
			Not to pressure you or anything, but
			there's a really big gun pointing
			this way.

	Derrick is furiously working the controls!

					DERRICK
			The bay doors aren't opening!

					KNOX
			Then open them manually!

	Derrick considers this, turns and FIRES the 'Exterminator's' PULSE
	CANNONS!

	INT. DOCKING BAY - DAY

	The PULSE CANNONS blast a house-sized hole in the bay doors! The
	resulting concussion knocks everyone off their feet! The barrel of the
	Reflex Gun swings off its target just as it FIRES, effectively
	blasting the docking bay doors off their hinges!!

	INT. 'EXTERMINATOR' BRIDGE - DAY

	Derrick keys the booster rockets --

					DERRICK
			Hold on!

	The 'Exterminator' lurches!

	EXT. CITYSHIP - DAY

	The 'Exterminator' rockets forward out of the docking bay and away!

	INT. CITYSHIP (OBSERVATION PORT) - DAY

	Desslock watches as the 'Exterminator' carryinq the humans makes its
	getaway to space! He turns toward a GAMELON OFFICER, a grave look on
	his face.

					DESSLOCK
			Bring my daughter to my chambers.

					GAMELON OFFICER
			Yes, Excellency.

	The officer hurries away. HOLD on the Gamelon Leader.

	EXT. SPACE - DAY

	The 'Exterminator' makes space and angles for the third moon! Two
	GAMELON DESTROYERS are in pursuit!

	INT. 'EXTERMINATOR' BRIDGE - DAY

	Dash alerts the others --

					DASH
			We've got company!

	A PULSE TORPEDO BLAST rocks the 'Exterminator'! Sparks fly! They've
	taken a crippling hit! Derrick frantically tries to keep control of
	the spacecraft!

					DERRICK
			It's always something!!

	EXT. SPACE - DAY

	The two Destroyers close in for the kill! Suddenly, one is slammed by
	multiple missile strikes! It EXPLODES in a ball of fire!

	INT. 'EXTERMINATOR' BRIDGE - DAY

	The three watch the explosion! Derrick turns to the control panel --

					DERRICK
			What'd I touch?

					KNOX
			It wasn't you -- look!

	The ARIZONA suddenly looms into view, its battery of main guns
	blasting away!

	EXT. SPACE - DAY

	The second Destroyer takes a direct hit and breaks apart!

					DERRICK (os)
				(over the radio)
			Jo, I could kiss you!

					JO (os)
				(answers back)
			Stop dreaming and get your butt in
			here!

	The 'Exterminator' angles for the Arizona and docks just as a SQUADRON
	OF DESTROYERS make space, firing at will!! The Destroyers converge on
	the Arizona in time to witness the battleship's escape to light speed!
	They are left firing at empty space...

	INT. DESSLOCK'S CHAMBERS (CITYSHIP) - LATER

	Nova is standing within a thin slice of light in the darkened chamber.
	Her demeanor is one of obstinance but we can see that she's truly
	frightened. Desslock's VOICE pierces the surrounding darkness.

					DESSLOCK
			You betrayed me. Worse, you betrayed
			your own people.

					NOVA
			The Gamelons are not my people. My
			people were slaughtered. By you,
			father.

	Desslock looms out of the shadows.

					DESSLOCK
			You have put me in an awkward
			position. Your traitorous actions
			warrant swift reprisal.

					NOVA
			I trust you'll do what is necessary.

	Desslock looks at his daughter, a hint of sadness in his eyes.

					DESSLOCK
			You took pity on the humans. Why?

					NOVA
				(bitterly)
			Because you have to be stopped.
			Your reign of conquest and genocide
			must end.

	Desslock's sadness gives way to anger. He approaches Nova.

					DESSLOCK
			I make no apologies for who or what
			I am. The penalty for treason is
			death. Still, even I could not
			order my own daughter's execution.

	Desslock reaches out to stroke Nova's hair.

					DESSLOCK (cont'd)
			No, I have something far more
			'civilized' in mind...

	Nova pulls away, repulsed. HOLD.

									SMASH TO:

	THE GAMELON ARMADA makes space just beyond their home planet, the vast
	fleet FILLING THE FRAME. It is an awesome display of military might.
	Desslock's FLAGSHIP leads the armada.

	INT. DESSLOCK'S FLAGSHIP (BRIDGE) - DAY

	An OFFICER approaches Desslock who is witnessing the powerful
	assemblege out an observation port.

					GAMELON OFFICER
			The fleet is assembled, Your
			Excellency!

					DESSLOCK
			Prepare for departure.

					GAMELON OFFICER
			Yes, Excellency!

	As the officer prepares to carry out the order, Desslock turns to his
	daughter who is standing nearby. She watches the burgeoning fleet,
	turns and glares at her father.

	EXT. SPACE - DAY

	The entire Gamelon Armada makes the sudden jump to light speed in a
	frightening burst of color and light! Next stop...Earth.

	INT. BASE COMMAND (EARTH) - DAY

	Dark and nearly deserted. A RADIO OP is asleep in his chair. His
	computer suddenly jumps to life, startling him awake.

	INT. KOGEN'S OFFICE - DAY

	Kogen is finalizing Earth's last line of defense with Colonel Stone
	and his surviving Sector Commanders. The Radio Op suddenly bursts into
	the room --

					RADIO MAN
			General, sir! Transmission just
			received! From the Arizona, sir!

	Startled gasps all around!

					STONE
			Impossible! They were destroyed
			leaving the solar system!

					RADIO MAN
			Apparently not, sir.

	The Radio Op hurries across to Kogen and hands him the transmission.
	Kogen reads the brief transmission.

					KOGEN
			I'll be damned...
				(looks at the others)
			It's Wilder. He claims they've
			brought back a weapon that will
			defeat the Gamelons.

	More reactions from the Sector Commanders.

					STONE
			Permission to take a recon jet and
			greet the Arizona, sir.

	Kogen looks at his second in command, nods.

					KOGEN
			Permission granted.

	Colonel Stone hurries out. Kogen looks once again at the transmission.

	EXT. SPACE - DAY

	The Arizona is orbiting Earth. A RECON JET makes space and arrows
	toward the battleship.

	INT. ARIZONA (DOCKING BAY) - DAY

	Colonel Stone climbs down from the Recon Jet and is greeted by Dash.

					DASH
			Welcome aboard, sir. Right this way.

	Colonel Stone follows Dash.

	INT. MAIN BRIDGE - DAY

	Derrick and his entire crew is assembled. The mood is grim. Dash and
	Colonel Stone step onto the bridge.

					STONE
			Captain Wilder!

					DERRICK
			Colonel.

	The Colonel shakes Derrick's hand.

					STONE
			Pardon me it I appear somewhat
			shocked. Our radar indicated you
			were taken out shortly after
			departure.

					DERRICK
			We're still here, Colonel.

	Stone looks around at the grim faces.

					STONE
			So I see.
				(turning to Derrick)
			So, let's have a look at this
			'weapon' you claim will defeat the
			Gamelons.

	Derrick removes the crystal from his pocket, holds it up.

					STONE
			Is this a joke?

					DERRICK
			The technology to create the weapon
			is contained in this crystal. Don't
			ask me how it works. But it does.
			We've all seen it.

	Stone looks at the crystal with new found interest.

					STONE
			Nevertheless, it would be foolish to
			attempt implementation without
			proper analysis. I'll take the
			crystal back to Earth and let Peale
			and his boys have a go at it.

	Stone reaches out to take the crystal. Derrick pulls it away. Off
	Stone's confused look --

					DERRICK
			What did the Gamelons offer you to
			betray the Star Force?

	Stone's eyes narrow.

					STONE
			What did you say?

					DERRICK
			You heard me.

	Knox and Dash move in behind the Colonel, blocking his exit.

					STONE
			You and your crew have had a
			difficult journey. I'll disregard
			that outrageous accusation and
			attribute it to battle fatigue.

	Stone reaches for the crystal. Derrick puts his hand on the Colonel's
	chest.

					DERRICK
			You promised us fighter support.
			Instead, we were attacked.

	Stone knocks Derrick's hand away!

					DERRICK (cont'd)
			You were the only one who knew our
			exact coordinates, Colonel.

					STONE
			You're on extremely thin ice,
			Wilder!

					KNOX
			Skate it, Captain! We're with you!

	A show of support from Knox and the crew.

					DERRICK
			It's been you all along, hasn't it?
			You're the reason the Gamelons know
			our every move --

	Derrick's face is taut with rage.

					DERRICK (cont'd)
			-- and the reason my brother died.

	Stone looks around at the grim-faced crew, suddenly drops any pretense
	of innocence. He looks Derrick in the eye.

					STONE
			Yes. To all of the above.

	Stone's sudden confession catches everyone off guard. Derrick looks at
	him, stricken.

					DERRICK
			Why?

					STONE
			Why? Come now, Captain. Even the
			lowest form of life knows when it's
			time to adapt.

					JO
			You are the lowest form of life,
			Stone!

					STONE
			Perhaps. But maybe once you've heard
			my reasoning, you'll feel otherwise.
			Two years ago, when it became
			apparent that the war was lost, I
			fell into a severe depression. Like
			all of you, I --

	Colonel Stone is suddenly hit by a laseer blast and instantly
	vaporized! The stunned crew looks at Knox who is holding his
	Cosmogun!

					KNOX
			Was I the only one getting bored?

	Before anyone can respond, a SERIES OF ALARMS sound! The crew rush to
	their stations!

					DERRICK
			Talk to me!

	Kato is at the radar screen.

					KATO
			Incoming spacecraft!

					DERRICK
			How many?

	Kato looks closer. He slowly turns to Derrick. The shocked look in his
	eyes says it all...

									SMASH TO:

	THE GAMELON ARMADA suddenly materializes from light speed! Desslock's
	Flagship leads the final march toward Earth!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Gearing up for battle! Derrick leads Jo, Dash and Knox off the bridge!
	He shouts to Orinn --

					DERRICK
			Contact Base Command! Tell Kogen to
			send everything he's got! Tell him
			this is it!

					ORION
			Aye, Captain!

	Erika steps into view, watches her brother and the others race away!

	INT. ARIZONA (MAIN GUN TURRETS) - DAY

	Derrick and the others stand before the gigantic MAIN GUN TURRETS.
	Derrick takes out the crystal, steps forward and raises it in the
	direction of the turrets. Nothing happens. They wait. Still nothing
	happens.

					DASH
			Maybe there's an on/off switch.

	Derrick is growing frustrated.

					DERRICK
				(through clenched teeth)
			C'mon, Nova!

	It becomes apparent that nothing is going to happen. Still, Derrick
	refuses to give up.

					DERRICK (cont'd)
			C'mon!!

	Suddenly, a calm voice --

					ERIKA (os)
			It won't work.

	Everyone turns. Erika steps forward from the shadows.

					DERRICK
			It has to work!

	He turns back to the main gun, holds the crystal high.

					ERIKA
			You're holding it the wrong way.

	Derrick lowers the crystal, turns toward his sister who joins him.

					ERIKA (cont'd)
			Use both hands.

	Erika removes a second crystal from her pocket!

					ERIKA (cont'd)
			Like this --

	Erika holds the crystal up with both hands. It begins to glow! She
	turns and hands it to her stunned brother.

					ERIKA (cont'd)
			Nova gave it to me before she left
			the ship. She said I had the best
			chance of making it back to Earth.
			The Gamelons don't bother with kids.

	Derrick takes the crystal from his sister.

					KNOX
			She had it all along!

					DASH
			Why didn't she give it to us
			sooner??

					DERRICK
			Maybe she was afraid. Giving
			strangers a weapon to use against
			her own people couldn't have been an
			easy decision.

	Derrick turns and, using both hands, raises the crystal toward the
	main turret guns. It begins to glow! The glow intensifies, taking on
	the appearance of a small, brilliant star! Suddenly, the same white
	hot beam of light we saw earlier shoots forward and hits the main gun
	turrets! We begin to hear the terrible CREAKS and GROANS of
	transforming metal...

	EXT. SPACE - DAY

	The Gamelon Armada sails past the moon on a direct course for Earth!

	INT. DESSLOCKS'S FLAGSHIP (BRIDGE) - DAY

	Desslock watches the scorched Earth loom out the observation port. An
	OFFICER approaches --

					GAMELON OFFICER
			The Fleet is nearly in position,
			Excellency. Should I release the
			first wave of planet bombs?

					DESSLOCK
			No.

	The Gamelon Officer is confused. Desslock turns.

					DESSLOCK (cont'd)
			We'll leave that honor to my lovely
			daughter.

									CUT TO:

	A FIRING MECHANISM flashes red. Nova stands beside it accompanied by
	her father. The rest of the crew watches. Nova looks at her father,
	hatred in her eyes.

					NOVA
			You can't force me.

					DESSLOCK
			Nova. When are you going to stop
			denying your birthrite and realize
			that it is your destiny to rule the
			galaxies at my side? Nothing you can
			do will change that.

	And for the first time, Nova falters. Her father's will proves
	overpowering. Desslock sees the hesitation in her eyes and pounces.

					DESSLOCK (cont'd)
			The humans have suffered long
			enough. End their struggle. Give
			them peace.

	Nova slowly reaches a trembling hand toward the firing mechanism.

					DESSLOCK (cont'd)
			Join me, my daughter.

	With detached fear, Nova watches her hand approach the firing
	mechanism. Just as her fingers touch, an EXPLOSION rocks the
	flagship! Desslock regains his footing and looks out the observation
	port! There, just coming into view, the tattered remnants of the Star
	Force led by the Battleship Arizona!!

					DESSLOCK
				(bitterly)
			The Star Force!
				(to Nova)
			You've gained a reprieve, my dear.
			But only a temporary one.
				(turning to his
				officers)
			Attack! Destroy them to the man!

	The Officers relay the order to the rest of the Fleet!

	EXT. SPACE - DAY

	The Gamelon Armada charges ahead! The severely depleted Star Force
	waits, outnumbered, their backs against a dying home planet! It's a
	desperate last stand!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Derrick and his crew watch the Gamelon Armada bearing down. Derrick
	calmly turns to Knox --

					DERRICK
			Pass the word, Mr. Knox. Fire at
			will.

					KNOX
			Aye, Cap'n!

	Knox jumps on the horn and passes along the order!

	EXT. SPACE - DAY

	The Star Force engages the overpowering Gamelon Armada in a desperate
	battle upon whose outcome rests the fate of all humankind! The sheer
	spectacle and firepower blows us right out of our seats!!!

	The Gamelon Armada unleashes a torrent of PULSE TORPEDOS!

	The Star Force answers with a SHOCK CANNON barrage!

	EXPLOSIONS reign down on both sides!!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	The big ship is rocked by a direct hit! Derrick turns to the gunnery
	station --

					DERRICK
			Dash! Let's see what this new toy of
			yours can do!

					DASH
			Aye, aye, Captain!

	Dash turns and keys what will come to be known as the WAVE MOTION GUN.

					DASH (cont'd)
			Ready, Captain!

	Derrick looks ahead at the approaching armada, thick as flies on a
	carcass.

					DERRICK
			Fire!

	Dash fires!

									CUT TO:

	THE WAVE MOTION GUN

	Where the main gun turrets used to stand is a gigantic otherworldly
	weapon similar in makeup to the Wave Motion Engine! The Gun begins to
	hum as an unknown power source surges through the system. It builds
	and builds until --

	EXT. SPACE (ARIZONA) - DAY

	A thick BEAM OF RAW ENERGY shoots straight out of the bow of the
	Arizona, laying waste to everything in its path!!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	The concussion from the weapon knocks everyone back!!

	INT. DESSLOCK'S FLAGSHIP - DAY

	Desslock watches in disbelief as a good portion of his armada is
	obliterated before his eyes!!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	The firing sequence ends and Derrick and the crew regain their
	footing, stare in wonder and disbelief out the observation port!
	Directly ahead, a huge gap in the Gamelon Armada has opened up!

					DERRICK
				(calmly)
			Dash? Can you do that again??

					DASH
			Give me a few minutes. That drained
			us. She needs time to recharge.

	Jo is suddenly at Derrick's side.

					JO
			Permission to join the battle,
			Captain.

	Derrick looks at her, hesitates.

					DERRICK
			Permission granted.

	Jo turns and hurries off the bridge.

					DERRICK
			Jo!

	She turns back.

					DERRICK (cont'd)
			Be careful.

	Jo smiles and disappears.

	EXT. SPACE - DAY

	Meanwhile, the battle continues to rage! The odds have been somewhat
	evened thanks to the Arizona. Astrofighters and 'Exterminators' engage
	in dogfights while Battlecruisers and Destroyers exchange heavy fire!
	Losses accumulate on both sides! An ASTROFIGHTER blasts away from the
	Arizona and joins the fracas -- Jo.

	INT. DESSLOCK'S FLAGSHIP - DAY

	Desslock watches the battle, growing more and more anxious.

					NOVA
			What's the matter, father? You seem
			a little tense.

	Desslock looks at his daughter, suddenly realizes --

					DESSLOCK
			You gave them the weapon!

	Nova stands her ground. An Officer appears --

					GAMELON OFFICER
			Excellency! Fleet Commanders
			reporting heavy casualties! Attempts
			to take out the super weapon have
			been unsuccessful!

					DESSLOCK
			Fools! Prepare 'Exterminators' for
			launch! I'll destroy it myself!

					GAMELON OFFICER
				(bows)
			Yes, Excellency!

	Desslock takes a last look at his daughter.

					DESSLOCK
			You broke my heart.

	Nova holds his cold stare. Desslock turns and sweeps from the bridge!

	EXT. DESSLOCK'S FLAGSHIP - DAY

	Three 'Exterminators' launch from the flagship!

	INT. 'EXTERMINATOR' - DAY

	Desslock is piloting. The other two 'Exterminators' follow just off
	either wing.

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Dash turns to Derrick --

					DASH
			Ready, Captain!

					DERRICK
			Prepare to fire!

					KNOX
			Captain!

	Knox is motioning out the observation port.

					KNOX (cont'd)
			Desslock's flagship!

	Sure enough, the Gamelon flagship has drifted into view!

					DERRICK
			Lock on!

	Dash adjust coordinates.

					DASH
			Locked on!

	Dash awaits the order to fire! Bombs EXPLODE all around them! Derrick
	is about to say the word when something stops him, a VOICE --

					NOVA (vo)
			Derrick...

	A VISION suddenly floods into his head, of Nova standing alone at the
	observation port of the Gamelon flagship! He hesitates.

					DERRICK
			Nova...

									CUT TO:

	NOVA -- She's staring at the Arizona, senses Derrick's hesitation.

					NOVA (vo)
			Do what you must.

									CUT TO:

	DERRICK -- Nova's haunting VOICE continues --

					NOVA (vo)
			Fulfill your destiny...and mine.

	The crew is waiting anxiously. The bombs are EXPLODING closer! Dash
	turns --

					DASH
			Captain?

	Derrick continues staring at the flagship.

					DERRICK
				(numbly)
			Fire...

	Dash turns and fires!

	EXT. SPACE - DAY

	The same deadly ray of energy explodes from the bow of the Arizona!

	INT. DESSLOCK'S FLAGSHIP - DAY

	While the helpless crew scrambles for cover, Nova continues standing
	at the observation port. She lowers her head as the death beam hits
	the flagship and everything turns white hot. In an instant, all are
	annihilated...

	INT. 'EXTERMINATOR' - DAY

	Desslock watches the destruction of his flagship and the death of his
	daughter --

					DESSLOCK
			NOOOOOOOOO!!!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Once again the concussion has thrown everyone to the ground! When they
	raise up, the flagship and much of the Gamelon Armada are no more. The
	stricken look on Derrick's face says it all. Suddenly, a PULSE TORPEDO
	slams into the bow!

					KATO
			Exterminators! Twelve o'clock!

					DASH
			All weapons are down!

	Derrick looks to the observation port as three 'Exterminators' wing
	into view!

	EXT. SPACE - DAY

	The three 'Exterminators' led by Desslock head straight for the main
	bridge!

	INT. 'EXTERMINATOR' - DAY

	With a fierce look of determination, Desslock prepares to fire!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Derrick and the crew watch helplessly as the 'Exterminators' bear
	down! Their number's up! Not quite...

	One of the 'Exterminators' suddenly EXPLODES in a ball of fire!

	EXT. SPACE - DAY

	An Astrofighter swoops out of nowhere, takes out the second
	'Exterminator'!

	INT. ASTROFIGHTER - DAY

	Jo locks on Desslock's 'Exterminator' -- fires!

	EXT. SPACE - DAY

	The shock cannons clip Desslock's 'Exterminator', sending it
	cartwheeling off into space!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	The crew CHEERS! Derrick jumps on the radio --

					DERRICK
			Way to go, Jo!

					JO (os)
			Told you I could fly circles around
			you, Wilder.

	Derrick smiles.

					ORION
			Look!

	Out the observation port, the tide of battle has turned!

	EXT. SPACE - DAY

	The crippled Gamelon Armada, now leaderless, is retreating! The Star
	Force has won!!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	CHEERS and hugs all around!! Derrick continues to stare wistfully out
	the observation port.

					ERIKA
			What's the matter? We won!

	Derrick scoops his sister up into his arms.

					DERRICK
			That's right, Peach. We won.

	The two hug. HOLD on the celebration.

									CUT TO:

	THE EARTH -- scorched and dying.

					DERRICK (os)
			We've got one more missile to
			launch.

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Derrick and the crew are gathered, watching their planet out the
	observation port. Admiral Kogen has joined them as well.

					KOGEN
			Let's hope it's the last.

	EXT. SPACE - DAY

	The Star Force Fleet is strung out on either side of the Arizona.

					DERRICK (os)
				(over the radio)
			Go ahead, Jo.

	An Astrofighter zooms forward from the pack, makes a run for Earth!

	EXT. ASTROFIGHTER - DAY

	The missile strapped to the undercarriage of the fighter has been
	retrofitted, its warhead replaced with the Cosmo DNA machine!

	INT. ASTROFIGHTER - DAY

	Jo's thumb covers the firing mechanism. Her voice is charged with
	emotion --

					JO
			Here goes -- !

	She fires the missile!

	EXT. ASTROFIGHTER - DAY

	The missile is launched straight at Earth! The Astrofighter veers off
	and we follow the missile down...down...down...

	EXT. EARTH'S SURFACE - DAY

	The missile plummets away from us toward the scorched surface!

					RADIO VOICE (os)
			We have impact!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	Derrick, Kogen and the crew watch, holding their breath.

	EXT. EARTH'S SURFACE - DAY

	Watching from space, it begins as a small colorful blemish which
	quickly spreads! Before long, we are witnessing the regeneration of
	Earth at a miraculous rate! Green forests spread over the land! Oceans
	run blue once again! The sky clears and clouds form!

	INT. ARIZONA (MAIN BRIDGE) - DAY

	For the crew of the Arizona, it is akin to a religious experience as
	they watch the rebirth of their home planet! Tears brim their eyes.
	Even Kogen's.

									DISSOLVE TO:

	EXT. MEADOW - SUNSET

	A beautiful sunset over a pristine meadow. Beyond, sweeping vistas of
	forests and mountains. A little girl is running through the meadow,
	chasing a butterfly. It'a Erika.

					DERRICK (os)
			It's weird. No roads. No cities.

	Derrick and Jo stand together on the edge of the meadow.

					JO
			It's a new beginning, Derrick. We
			can make it whatever we want.

	Derrick reaches out and takes Jo's hand.

					DERRICK
			And with whomever we want.

					JO
			Not so fast, Romeo. What makes you
			think I'm interested?

					DERRICK
			How could you not be? Commander of
			the Star Force? Savior of the
			world??

	Jo rolls her eyes.

					JO
			There's that Wilder arrogance again.
			God, you oughtta bottle it.

	Derrick smiles. They continue to hold hands.

									CUT TO:

	DESSLOCK is standing at the viewing port of a crippled Destroyer,
	staring out into space. His arm is bandaged, his head bleeding from a
	superficial wound.

					DESSLOCK
			Earth has not seen the last of me. I
			will return to avenge the murder of
			my daughter. Derrick Wilder and the
			Star Force will pay with their
			blood.

	And suddenly, it's become personal...

									CUT BACK TO:

	DERRICK AND JO, holding hands, watching the magnificent sunset while
	Erika continues playing in the background...

					THE END

		COMING NEXT: STAR BLAZERS II -- DESSLOCK'S REVENGE