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Battle: Los Angeles Movie Script

Writer(s) : Chris Bertolini

Genres : Action, Sci-Fi

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                               BATTLE: LOS ANGELES



                                   Written by

                                Chris Bertolini


                                                             05/14/09
                         

                         

                         FADE IN:
          FROM SPACE, a view of the EARTH. The vibrant BLUE of its
          OCEANS is striking against the vast BLACK VOID of space.
          MOVE CLOSER TO THE EARTH, where the shimmering PACIFIC OCEAN
          meets the CALIFORNIA COASTLINE...
          A bird's-eye view of LOS ANGELES comes into relief-- a criss-
          cross of streets, freeways. The buildings not more than dots.
          Keep MOVING CLOSER as SOUND FADES IN.
          We notice MOVEMENT through the sprawl of city now: MASSES OF
          PEOPLE and CARS moving AWAY FROM THE OCEAN as we arrive at...

          EXT. PICO BLVD. - GROUND-LEVEL - DAY

          The SOUND is at a frantic pitch here-- The sound of CHAOS on
          the streets. People SCREAMING, CAR HORNS BLARING as CARS
          jockey for position, moving eastward among...
          HORDES OF PEOPLE on foot, their PANICKED FACES rushing past.
          SUPER: LOS ANGELES-- CONTACT + 1 HOUR as we...

                         CUT TO:

          INT. 1ST SERGEANT'S OFFICE / CAMP PENDLETON - DAY


          SUPER: MARINE CORPS BASE, CAMP PENDLETON. OCEANSIDE, CA.
          Then SUPER: THE DAY BEFORE...
          We are CLOSE ON: SERGEANT MICHAEL NANTZ late 30s, tall,
          battle-hardened, staring forward, listening impatiently.

          1ST SGT. ROY (O.S.)
          Must be some kind of mistake...
          Company 1st SERGEANT JOHN ROY, also late 30s, sits behind his
          desk, holding Nantz' file. Smiles.

          1ST SGT. ROY
          I got paperwork here, with your
          signature, says you're retiring.

          SGT. NANTZ
          No mistake, John.

          1ST SGT. ROY
          My ass. You got a box full a',
          medals, file full a' commendations.

                         (MORE)

                         

                         

                         

                         

          2.
          1ST SGT. ROY (cont'd)
          Hell, everything but the Good
          Conduct.

          SGT. NANTZ
          They can take the Good Conduct
          Medal and shove it up their...

          1ST SGT. ROY

                         (LAUGHS)
          See, that's what I'm talking about,
          Mike. You're a marine!
          Nantzsmiles back now.

          SGT. NANTZ
          I appreciate it, John. You know
          that. But, I been to too many
          funerals. Had to visit too many
          moms and dads, tell 'em about what
          happened to their sons...

          BEAT.

          1ST SGT. ROY
          Look. You're on that training
          assignment right now. Why don't
          you just ride it out for a month or
          two. See how you feel...

          SGT. NANTZ
          I did my twenty. I'm done.
          Roy takes this in, nods. He stands, holds his hand out.

          1ST SGT. ROY
          You're gonna miss it.
          Nantz shakes.

          SGT. NANTZ
          Wanna bet?

                          CUT TO:

          THE GREEN WASH OF NIGHT VISION GOGGLES
          Looking out onto ROLLING HILLS and TREES... We hear (O.S.) :

          VOICE #1 (O.S.)
          I don't see it...

          VOICE #2 (O.S.)
          I'm telling you, it's in the trees.

                         

                         

                         

                         

          3.

                         FIVE MARINES
          From the 1st Platoon, 2nd battalion, 5th Marines (the 2/5)..
           Camo uniforms, NIGHT VISION GOGGLES on, stare into the DARK.
          CPL. CORREGGIO, 20, linebacker-big, shakes his head,
          frustrated.

          CPL. CORREGGIO
          Screw it. I'm gonna launch another
          one...
          The other marines back away quickly as...
          WIDEN to see we're...

          EXT. OFFICER'S GOLF COURSE / CAMP PENDLETON - NIGHT

          Correggio, GOLF CLUB in hand, steps to a golf tee. WHACK.
          He tees off.
          The marines follow the ball as it sails into the darkness.

          CPL. CORREGGIO -
          That's more like it.
          PVT. LENIHAN, 18, baby-faced, looks impressed.

           PVT. LENIHAN
          Sweet.
          PVT. IMLAY, 19, a dense but good-natured country boy, moves
          to the tee.

          PVT. IMLAY
          Don't encourage him. Correggio's
          freakin' ego's big enough already.
          He takes the club from Correggio.

          PVT. IMLAY
          Let an expert show you how it's
          done, bro.
          Imlay TEES OFF, his swing plainly choppy, uncoordinated.

          POV THROUGH IMLAY'S NIGHT VISION GOGGLES
          As he WHACKS THE BALL, visible in the night vision's greenish
          glow. It HOOKS into a sand trap.

          PVT. IMLAY (O.S.)
          Mother fu...

                         

                         

                         

                         

          4.
          Then he stops as a LIGHT flashes beyond the trees.

          PVT. IMLAY
          Foot mobiles. 3 O'clock.

          CPL. CORREGGIO
          Told you they'd come!
          THREE GIRLS, 19-21, signal with a FLASHLIGHT. Then race down
          a small hill onto the golf course.

          EXT. GOLF COURSE - LATER

          The THREE GIRLS sit around a beat-up TAHOE parked near the
          tee, CASE OF BEER on its back gate, sipping beers.
          Corpsman ADUKWU, 20, a tall, thin Nigerian, TEES OFF.

          PVT. IMLAY
          That dog'll hunt! Damn, Daktari,
          you can play!

                         ADUKWU

                         (THICK ACCENT)
          We have courses in Nigeria, Imlay.

          PVT. IMLAY
          Well, how would I know? I mean,
          it's an American game.

          PVT. LENIHAN
          Actually, Imlay, it's Scottish.
          PVT. KERNS, 19, an antsy fireplug of a guy, shakes his head.

          PVT. KERNS
          Lenihan, you as good with an M-16
          as you are with your mouth?

          PVT. IMLAY
          Kerns. Lay off him.

          PVT. KERNS
          What? Just wanna make sure the
          rookie won't fold under fire.
          Correggio shoves a beer into Kerns' hand.

          CPL. CORREGGIO
          Relax, dude.
          He throws an arm around Kerns' shoulder, smiles at the girls.

                         

                         

                         

                         

          5.

          CPL. CORREGGIO
          My buddy's jumpy 'cause he got an
          assfull a' shrapnel our last tour.

          PVT. KERNS
          I'm jumpy? You're crawling up your
          own ass 'cause we train with Sgt.
          Nantz tomorrow.
          Correggio eyes Kerns. This was the wrong thing to say.
          One girl, smiling seductively, steps to Correggio, takes the
          golf club.from him.

                         GIRL #1
          If this is the officer's course,
          what happens if they catch you out
          here?
          She readies to take a shot. Correggio snuggles up behind
          her, ostensibly teaching her how to swing.

          CPL. CORREGGIO
          We can handle it, baby. We're
          experts at night maneuvers.
          Nearby, the SECOND GIRL chats up Adukwu.

                         GIRL #2
          So you're from where again?
          Imlay pops a beer, interrupting.

          PVT. IMLAY
          Nigeria. Adukwu's our corpsman.
          Like a medic. Saved Kerns' ass.

                         (TO ADUKWU)
          Daktari, tell her about Nigeria.
          Adukwu starts to talk, but Imlay interrupts again:

          PVT. IMLAY
          Adukwu's a green card marine...
          (motions to Lenihan)
          And Lenihan here-- He's just green.
          Mom signed so he could join at 17.
          I'm looking after him since he
          don't know his ass from a hot rock.
          Lenihan suddenly ducks behind the Tahoe, throwing up.

                         GIRL #3
          You're doing a good job.

                         

                         

                         

                         

          6.

          PVT. IMLAY
          Yeah. We always take the new meat
          out here to christen 'em...
          Lenihan shuffles back out from behind the Tahoe.

          PVT. IMLAY
          Hey, barfy. Grab your beer.
          toast.
          Everyone holds beers aloft. Lenihan joins in reluctantly.

          PVT. IMLAY
          To Lenihan. Who gets his first
          taste a' those hills tomorrow.
          He points off to the HILLY, DESOLATE TERRAIN near the course.

          PVT. KERNS
          Good luck, rookie.
          The marines chuckle knowingly, about to drink...
          Then they hear the sound of TIRES skidding to a halt. They
          look toward the hillside, see the WHITE HELMETS'of MPs.

          CPL. CORREGGIO
          MPs!
          The marines grab the goggles and clubs, pile...

          INTO THE TAHOE
          With the girls. The Tahoe skids away, the beer CRASHING off'
          the back. The first girl eyes Correggio.

                         GIRL #1
          Experts, huh?
          Correggio grins sheepishly. She smiles. sweetly, taking his
          hand, writing her PHONE NUMBER on the back of it as...

          INT. BEDROOM / OFF-BASE APARTMENT - SAN CLEMENTE - MORNING

          A modest working-class two bedroom apartment. A TELEVISION
          on in the b.g.. A NEWS PROGRAM:

          NEWSCASTER (ON TV)
          .what appears to be an
          unprecedented meteor shower,
          falling off the Falkland Islands.

                         

                         

                         

                         

          7.
          LT. BENNIE MARTINEZ, 25, whose youthful looks and open smile
          contrast with his muscular frame, rolls in bed to see...
          His wife, ANNA, 24, sitting on the edge of the bed next to
          him, turning something over in her hands.

          LT. MARTINEZ
          What are you doing up so early?
          She holds up the object in her hands-- It's Martinez'

          LIEUTENANT BARS.

                         ANNA

                         (OBVIOUSLY PROUD)
          Lieutenant. I still have to get
          used to that.
          She kisses him lightly, stands. Martinez smiles, watching
          her move off.

          LT. MARTINEZ
          Yeah, lot of things we gotta get
          used to.
          We see her VERY PREGNANT BELLY now as she smiles back, exits.
          As she does, Martinez turns back to the TELEVISION:
          'METEORS' falling into a distant ocean.

          NEWSCASTER (V.0.)
          This dazzling display is visible
          from Argentina to Southern Chile.

          EXT. DRIVEWAY / OFF-BASE APARTMENT - LATER

          Martinez, in uniform now, exits the ground-floor apartment,
          heads to HIS CAR as Anna exits, watching him go, smiling.

                         ANNA
          Call me later.

          LT. MARTINEZ

                         (SIMULTANEOUS)
          I'll call you later.
          He stops, smiling back at her now. She waves coyly.
          Then Martinez is RUNNING BACK TO THE APARTMENT.
          Moving with the grace of the college football player he was
          just a few years ago.

                         

                         

                         

                         
          We don't go with him. Just observe from a distanceas...
          Martinez arrives at Anna, who laughs as he leans down,
          kissing her stomach now.

          EXT. TRAINING COURSE - MORNING

          The 1st PLATOON of the 2/5, 39 marines, all 18-23 years old,
           sweating as they RUN HILLS in FULL GEAR in the blazing sun.
          Key on the MARINES FROM THE GOLF COURSE, staring forward
          at... Nantz, running up ahead.

          PVT. KERNS
          Heard Nantz put in his papers.
          He's out.

          CPL. CORREGGIO
          Good. Wish he done it years ago.
          Lenihan, struggling, breathing hard, looks up at this,
          STUMBLING as he does.
          Nantz, looking back at the chatter, sees...
          Imlay grab hold of Lenihan, helping him forward now.

          SGT. NANTZ
          Goddamn it, Imlay, you gonna wipe
          his ass for him, too? Every man
          carries his weight!
          Nantz drops back, runs alongside the struggling Lenihan.

          SGT. NANTZ
          Just quit, Lenihan. Do us all a
          favor. 'Cause the squad's only as
          strong as the weakest man.,..
          Lenihan STUMBLES and FALLS IN THE DIRT.

          SGT. NANTZ
          And right now you're getting us all
          killed. You hear?
          On these words, NANTZ MEETS EYES WITH CORREGGIO, further back
          in the pack. Nantz looks away, sees...
          Imlay, suddenly at Lenihan's side, helping him up. Nantz
          shoves Imlay away, knocking him onto his ass.

                         

                         

                         

                         

          9.

          SGT. NANTZ
          You think you're helping him,
          Imlay!? You think you're making
          him stronger?!
          Nantz puts a boot into Imlay's chest, shoving him flat.
          Correggio stares at this, steaming.

          SGT. NANTZ
          Stay on the goddamn ground, Imlay!
          You've just been gut-shot.

                         (TO LENIHAN)
          Your buddy's down, bleeding to
          death, Lenihan. LZ's at the top of
          this hill. You gonna let this man
          die in the dirt on some stinking
          hill? Or are you marine enough to
          save him?!
          Lenihan stumbles to his feet, wiping dirt from his mouth.

          PVT. LENIHAN
          I'm gonna save him, sir!
          Lenihan bends, strains, somehow heaves Imlay up.
          He begins STUMBLING UP THE HILL, carrying Imlay on his back.

          SGT. NANTZ
          Come on, goddamnit! It's a hot LZ!
          The chopper's gotta move! They're
          gonna leave you BOTH to die!!!
          Lenihan staggers, knees trembling, weaving back and forth.
          Then his foot comes down on a ROCK IN THE TRAIL. His ANKLE
          GIVES WAY. Lenihan falls, yells in pain, grabbing his ankle.

          SGT. NANTZ

          GET UP!!!

          PVT. LENIHAN
          I can't.

          SGT. NANTZ
          Don't you ever tell me you can't!
          Correggio takes a step towards Nantz now. Kerns stops him.

          CPL. CORREGGIO
          He's injured, Sergeant.

                         

                         

                         

                         

          10.
          A moment as they stare at each other. Nantz, voice like ice:

          SGT. NANTZ
          He's not injured. He twisted his
          goddamn ankle.
          Nantz' looks over the men, sweaty, covered with grime.

          SGT. NANTZ
          We are marines. "Can't" is not the
          code we live by. "Can't" gets
          marines killed. Do things the
          right way, the marine way, maybe
          you get to come home... Maybe your
          buddy gets to come home.
          Correggio stares back sullenly on this.

          SGT. NANTZ
          Dying's easy, ladies. Everything
          else takes balls.
          Nantz spits on the ground.

          SGT. NANTZ
          Adukwu. Run a bag of saline into
          Lenihan and tape that ankle. We
          start back in ten minutes.

          INT. FLOWER SHOP DAY

          We recognize two marines from 1st platoon: CPL. DEVREY
          HARRIS, 22, African-American, steely, quick-witted, and CPL.
          NICK STAVROU, 23, a Greek hulk with an easy smile.
          Harris stares at a TELEVISION on a table behind the counter.

          NEWSCASTER (V.0.)
          .meteors are falling off the
          coasts of California, Ireland,
          India, in the Bay of Bengal-- all
          less than ten miles from land...

          CPL. STAVROU
          Man, I thought Lenihan was gonna
          wash out today.

          CPL. HARRIS
          Hey, I remember carrying your fat
          ass up that hill hung over as shit.
          Newbie gets no sympathy from me.

                         

                         

                         

                         

          11.
          A woman, CHERISE, 22, Harris' fiancee, hurries over.

                         CHERISE
          For three hundred more, she said we
          could have sprays of lilies. I
          know it's a lot, but it'd be so
          beautiful. What d'you think, baby?
          Harris looks pained. But before he can speak up:

          CPL. STAVROU
          Well, I think it's a no-brainer.
          You're only getting married once!
          What, are you gonna worry about
          three hundred bucks?
          Cherise looks expectantly to Harris, who smiles back weakly.

          CPL. HARRIS
          Of course, baby. Whatever you want
          She kisses him, heads to the florist as Harris turns on

                         STAVROU:

          CPL. HARRIS
          Dude, what are you doing?

          CPL. STAVROU
          Busting your balls.

                         CHERISE

                         (CALLS OVER)
          Tomorrow we shop for cake.
          Stavrou throws an arm round Harris' shoulder, smiles.

          CPL. STAVROU
          I love cake.

          INT. CAMP PENDLETON / PSYCHIATRIST'S OFFICE - DAY

          A drab, nondescript office. Kerns sits across a desk from
          the BASE PSYCHIATRIST, who's consulting a FILE.

                         PSYCHIATRIST
          Still not sleeping... And the
          nightmares?

          PVT. KERNS
          No. I mean, sometimes. But it's
          no big deal.

                         

                         

                         

                         

          12.

                         PSYCHIATRIST
          You're not drinking, right,
          private? That's just a crutch...

          PVT. KERNS
          Alcohol? No, sir. Definitely not.
          The psychiatrist stares at this. Then WRITES in the file.

          PVT. KERNS
          So... What's my status? Am I
          cleared for combat? I feel good.

                         PSYCHIATRIST

                         (STILL WRITING)
          Let's meet again next week.

          EXT. PACIFIC OCEAN - RED BEACH, CAMP PENDLETON

          Two surfers-- CPL. GRAYSTON, 23, looking grizzled beyond his
          years, and PVT. SIMMONS, a spaced-out surfer vibe, sit on
          boards in the water, staring at...
          TWO MPs, on the beach, waving them in.

          PVT. SIMMONS
          I don't know why they always have
          to give us shit. It's not fair.

          CPL. GRAYSTON
          Question is, why does everybody
          think life's supposed to be fair?
          Why do bad guys want to kill us?
          Why can't I have a nipple ring?
          Why is it the more power we get,
          the more we want? Nothing's fair,
          Simmons.

          PVT. SIMMONS

                         (SMILES)
          Whatever, Corporal. I just like to
          blow shit up.
          Suddenly, a SIREN begins WAILING from the base. Grayston and
          Simmons exchange a glance. They start paddling in quickly.

          EXT. TRAINING COURSE - DAY

          Nantz is running with another platoon of MARINES. Everyone
          slows as the SIRENS WAIL from the base.

                         

                         

                         

                         

          13.

          SGT. NANTZ
          Hold.
          The squad stops, following Nantz' gaze to...
          An approaching dust cloud, being kicked up by...
          A HUMVEE and TWO FIVE-TON TRUCKS
          Speeding up the dirt road toward the marines.
          Everyone is silent as they watch the HUMVEE and TRUCKS pull
          up... This is not normal.
          1st Sergeant Roy hops from the Humvee, shouting:

          1ST SGT. ROY
          Marines! Into the trucks. Now.
          Proceed to the armory and draw
          weapons.
          The marines exchange glances, heading for the five-tons.
          Roy motions to Nantz, who follows him to the Humvee.

          SGT. NANTZ
          What's going on, John?

          1ST SGT. ROY
          Look, Mike, I know you're burnt
          out, ready to move on... Whatever
          you want to call it. But
          everybody's being deployed right
          now. And the platoon's down a
          sergeant. We need you.

          SGT. NANTZ
          For what? Do I have a choice here?
          They arrive at the Humvee. Roy turns to Nantz.

          1ST SGT. ROY
          No. You don't. It's all hands on
          deck, Mike.
          Nantz nods, resigned. Starts climbing into the Humvee.

          SGT. NANTZ
          Just don't lose my paperwork.

                         

                         

                         

                         

          14.

          INT. HUMVEE - MINUTES LATER

          Roy drives back to base, Nantz next to him. SIRENS are
          wailing, HELICOPTERS TAKING OFF in the distance.

          1ST SGT.. ROY
          Meteor storm's hittin' up and down
          California now... All I know is,
          this is a helluva lot more than
          just some space rocks fallin' out
          to sea...

          SGT. NANTZ
          What d'you mean?
          He turns., stares at Nantz.

          1ST SGT. ROY
          Whole base is being mobilized.
          There's some kinda' bad shit
          hittin' the fan.

          EXT. CAMP PENDLETON - MINUTES LATER

          The Humvee and five-tons swing into the base past a mass of
          activity: TRUCKS being loaded with supplies, TANKS driving
          onto flat cars, MARINES racing about.

          INT. HUMVEE - SAME


          1ST SGT. ROY
          You're assigned to 1st platoon,
          under Lt. Bennie Martinez. His
          platoon sergeant was rushing back
          to base, got in a car accident.

          SGT. NANTZ
          What are the odds?
          As the Humvee pulls to the COMMAND BUILDING, Nantz sees...
          LT. MARTINEZ hurrying to meet them.

          1ST SGT. ROY
          There's the lieutenant. Young,
          been with us three months, straight
          outta basics school. Bright kid,
          but this is his first deployment,
          so keep an eye on him, Mike.

                         

                         

                         

                         

          15.

          INT. DORM ROOM - BACHELOR ENLISTED QUARTERS - SAME

          Lenihan and Imlay, Correggio and Kerns are getting their gear
          together, hurriedly packing.
          Lenihan checks and double checks a LIST with the contents of
          his pack, ticking off 'poncho liner,' 'gore-tex jacket,'
          'socks,' 'vest,' 'first aid kit,' flashlight'...

          PVT. KERNS
          It's probably just a drill, right?

          PVT. IMLAY
          They shifted Nantz into our unit.
          Something must be going on.

          PVT. LENIHAN
          I heard Nantz kicked ass on his
          last tour. Went into a compound by
          himself, killed, like, ten
          insurgents...

          CPL. CORREGGIO
          That what you heard? You don't
          know shit, Lenihan.
          Correggio, pissed, grabs his pack, heads for the door.

          CPL. CORREGGIO
          Move your asses. They want us in
          the armory.
          And he's gone. Lenihan, confused, looks at Imlay.

          PVT. LENIHAN
          What's his problem?

          PVT. IMLAY
          Nantz lost a lotta guys on that
          tour. Correggio's brother was one
          of 'em.
          Lenihan nods, somber, getting it.

          INT. HALLWAY / BASE COMMAND BUILDING - MOMENTS LATER

          Nantz and Martinez walk through quickly. All around them,
          NUMEROUS OFFICERS hurry, all responding to RINGING BEEPERS.
          Nantz peers into VARIOUS OFFICES. Every one is buzzing with
          activity: Clerks bustling, maps spread out, phones ringing.

                         

                         

                         

                         

          16.
          And every office has a TELEVISION on. We hear OVERLAPPING.
          REPORTER'S VOICES from the offices they pass:

          TV REPORTERS (V.0.)
          .cluster of what appears to be
          meteors is tightly packed... hard
          for scientists to predict the size
          or quantity striking the oceans...

          SGT. NANTZ
          They calling us.in because of these
          meteors, Lieutenant?

          LT. MARTINEZ
          I assume so... Maybe an evacuation.
          Whatever it is, it'll be good to
          get out in the field with the men.
          Nantz looks askance at this. Martinez catches it.

          LT. MARTINEZ
          Look, Sergeant, let's be clear. I
          know your rep, know what you've
          done... But this is my unit. We're
          not gonna have a problem, are we?

          SGT. NANTZ
          No problem, sir. It's all yours.

          INT. ARMORY - DAY

          At numerous windows,. LINES OF MARINES hand in weapons cards,
          receiving their weapons in return. Among them...
          The marines from 1st Platoon of the 2/5 (Correggio and Kerns,
          Stavrou and Harris, Imlay and Lenihan, Adukwu), all watching:
          MOUNTED TELEVISIONS-- A WOMAN REPORTER, 20s, on a BEACH.
          Behind her, POLICE disperse thin CROWDS of PEOPLE, bullhorns
          blaring. A legend on the TV screen reads 'SANTA MONICA, CA.'
          PVT. MOTTOLA, squad radio man, tall and thin, listening to an
          IPOD, and PVT. GUERRERO, lumbering, eyes on the TV.

          PVT. MOTTOLA
          We never got a chance to finish the
          new mix, man. We were gonna add
          some metal to it...

          PVT. GUERRERO
          We'll have time later.

                         

                         

                         

                         

          17.
          The marines stare at the harried reporter on TV.

          REPORTER (ON TV)
          .National Guard troops have flown
          in to evacuate all surrounding
          beach areas...

          PVT. MOTTOLA

                         (TREPIDATION)
          Yeah... Later.

          INT. BRIEFING ROOM / CAMP PENDLETON - LATER

          Nantz and Martinez crowd in among other SERGEANTS and
          LIEUTENANTS, the COMPANY CAPTAIN briefing them.

                         CAPTAIN
          These objects were completely
          undetected until they entered our
          atmosphere.

          LT. MARTINEZ
          So... what are they, Captain?

                         CAPTAIN
          We have no idea. But whatever they
          are, they're not hitting the water
          at terminal velocity. They're able
          to slow down before impact.
          Glances exchanged in the room now.

                         CAPTAIN
          This is no meteor shower. Homeland
          Security has bumped the threat
          level to red. Marines, we are the
          first line of defense. All units
          gear up, be ready to move.

          INT. ARMORY - LATER

          The young marines from 1st platoon are still in line for
          their weapons along with many OTHER MARINES. Some are
          nervously bullshitting, others intently watching...

                         THE TELEVISION:
          The REPORTER on the beach looks harried now as THICK SMOKE
          rolls in across the water. POLICE SIRENS wail in the b.g.

                         I

                         

                         

                         

                         

          18.

          REPORTER (ON TV)
          .some sort of smoke has appeared
          over the ocean now...

          CPL. HARRIS
          Hey, shut up. Shut up!
          Others quiet down now. All focus slowly shifting to...

                         THE TV:
          The reporter on the beach is cupping her earpiece.

          REPORTER (ON TV)
          I'm being told a Coast Guard cutter
          just issued a Mayday...
          The TV SHOT PANS to the WATER...
          The DISTANT CUTTER lists to one side, SINKING below the waves
          as indistinct DARK SHAPES clamber onto it from the water.

                         THE MARINES
          Push forward, scrambling to the TVs.

          PVT. KERNS
          What the hell are those things?!

          ON THE TV:
          The CUTTER DISAPPEARS behind the thick rolling SMOKE.
          The camera PANS back to the REPORTER, silently staring out.

          2/5 PARADE DECK / CAMP PENDLETON - SAME
          Crowded with MARINES, including squad leader Grayston, all
          getting ready. Or they were...
          Right now, ACTIVITY HAS CEASED. Marines silently stare at...

                         TELEVISIONS
          The REPORTER ON THE BEACH staring out, clearly panicked.

          REPORTER (ON TV)
          It appears... the cutter has...
          She stops, seeing the SMOKE reach the WATER'S EDGE. A HUSH
          falls over the CROWD as SMOKE rolls across the beach.

                         

                         

                         

                         

          19.

          INT. HALLWAY / COMMAND BUILDING

          Formerly bustling... Now all OFFICERS and MARINES are frozen,
          crowding around open office doors, staring at...

                         TELEVISIONS
          As the REPORTER reacts to isolated SHOUTS echoing from the
          crowd on the beach. Some are pointing out to the ocean...

          REPORTER (ON TV)
          What is that...? In the water...
          The news cameraman PANS to the WATER as it begins to CHURN.

          INT. BRIEFING ROOM / CAMP PENDLETON - SAME

          Nantz and Martinez stand among the other sergeants and
          lieutenants staring, stunned, at...

                         A TELEVISION:
          SCREAMS and panicked voices ring out from those ON THE BEACH
          now as INDISTINCT FIGURES appear from under the waves.
          PEOPLE RACE AWAY, plodding along the sand in hopeless flight
          as these FIGURES charge into the crowd...
          GUNSHOTS ring out, police shooting at the INDISTINCT FIGURES
          that appear, then disappear in the EVER-THICKENING SMOKE.
          MOVE IN ON NANTZ, staring at the TV as...
          The news cameraman RUNS away now, the PICTURE being
          transmitted growing shaky, indistinct, frenzied as...
          A DARK FIGURE appears, overruns the cameraman as...
          The NEWS CAMERA suddenly cuts to BLACK. In black, all we
          hear is SCREAMS echoing from the beach.

          EXT. CAMP PENDLETON AIR FIELD - MINUTES LATER

          All activity has doubled, a frantic energy now. TRUCKS race
          along the perimeter of the air field, massive CH-46
          HELICOPTERS TAKE OFF loaded with MARINE UNITS...
          The 1st platoon stands together, Lt. Martinez addressing them
          as ANOTHER CH-46 HELICOPTER is landing nearby.

                         

                         

                         

                         

          20.

          LT. MARTINEZ
          As you probably heard, Sgt. Nantz
          will be taking over for Sgt. Beck.
          We're lucky to have him aboard.
          The CH-46 helicopters TOUCHES DOWN now, its massive,, bay door
          opening for them. Martinez barks:

          LT. MARTINEZ
          Let's move, men!,
          The platoon grabs gear, runs for the helicopter, climbing
          aboard. Nantz hurries them along, grabbing packs, throwing
          them on after the marines.
          Then he grabs Correggio's pack, about to throw the pack on...
          Correggio grabs it back from Nantz.
          Nantz turns, faces off with Correggio.

          SGT. NANTZ
          You got something to get off your
          chest, Corporal?

          CPL. CORREGGIO
          No. It's cool, Sergeant. You got
          a Silver Star and my brother came
          home in a box. I get it.
          Beat.

          SGT. NANTZ
          Get aboard, Corporal.
          Correggio jumps into the chopper.

          INT. CH-46 TRANSPORT HELICOPTER - LATER

          IN FLIGHT. The marines, helmets on, packs between their
          knees, sit facing each other.
          The sound of the CH-46's massive rotors is deafening. Some
          shout over the din, too nervous to remain quiet.

          PVT. GUERRERO
          What the hell you think those
          things are?

          CPL. HARRIS
          Gotta be extraterrestrial.

                         

                         

                         

                         

          21.

          PVT. IMLAY
          You mean, like, from space?!

          CPL. STAVROU
          No, Imlay. From Canada.
          Correggio looks down at his hand... Sees the GIRL'S PHONE
          NUMBER written on it.
          ACROSS THE DECK, Martinez huddles with Nantz, MAP in hand.

          LT. MARTINEZ
          Santa Monica airport's our Forward
          Operating Base. We get some Cobras
          and F-18s in the air, we'll have
          plenty of support.
          Nantz nods. They're flying into the unknown and Martinez
          seems as nervous as the younger men.
          Kerns leans in to Nantz, desperately needing reassurance.

          PVT. KERNS
          How many a' them you think there
          are, Sergeant?
          Nantz just stares out, stone-faced.

          SGT. NANTZ
          We'll know soon enough, private.

          INT. CH-46 TRANSPORT HELICOPTER - LATER

          The marines are glued to the windows, shocked by what they're
          seeing as the chopper BANKS toward Venice/Santa Monica:
          FIRES raging from various explosions. In the distance,
          MASSIVE LINES of TRAFFIC moving away from the ocean.
          The STREETS bordering the beach look deserted-- Except for
          the BODIES dotting the landscape.
          Nantz looks at Martinez, who is hunched over, scribbling a
          LETTER. Martinez folds it, then writes the name ANNA on it.
          We realize it's a letter in the event of his death.
          Martinez stares at the letter. Then carefully tucks it away.

                         CUT TO:

                         

                         

                         

                         

          22.

          EXT. SANTA MONICA AIRPORT/FORWARD OPERATING BASE - LATER

          The airport is being quickly transformed into a military
          base: MILITARY VEHICLES line the runway, more being driven
          from a nearby CARGO PLANE.
          The CH-46 LANDS.
          The platoon JUMPS OUT, squad leaders forming the men up as...
          Nantz and Martinez salute a CAPTAIN heading to them as F-18
          JETS take off, screaming overhead.

          LT. MARTINEZ
          Lt. Martinez, sir. 1st Platoon of
          the 2/5.

                         CAPTAIN
          Situation is as follows: Most of
          Santa Monica is cleared of
          civilians. We've got a defensive
          line at Lincoln Boulevard a mile
          from the ocean...
          He points out LINCOLN BOULEVARD on a MAP, the OCEAN close by.

                         CAPTAIN
          At 9 p.m., everything from Lincoln
          to the ocean will be bombed.
          Martinez blanches.

          LT. MARTINEZ
          We're... leveling it, Captain?

                         CAPTAIN
          We've got an infestation of god-
          knows-what. It's an enemy ground
          force only, they have no aircraft.
          So our jets'll tear 'em a new
          asshole. We will rule the air.

          LT. MARTINEZ
          But... there must be civilians
          stuck behind the line, sir.

                         CAPTAIN
          That's affirm. We're getting
          distress calls, sending squads out.
          He points to the MAP, to streets running from Lincoln Blvd.

                         

                         

                         

                         

          23.

                         CAPTAIN
          Your mission, Lieutenant, take your
          1st squad, proceed west from
          Lincoln to a community center
          located here...
          (pointing to map)
          In a park on 10th and Bay Street.
          Police were using it as an
          evacuation point. They got
          overrun. Get there, any civilians
          you find, get 'em back here to the
          FOB for evacuation. You got three
          hours.
          Another CHOPPER is LANDING. Nantz yells over the sound:

          SGT. NANTZ
          What do we know about these things,
          Captain?

                         CAPTAIN
          Not much. But police have shot
          'em. They bleed.
          The captain, hurrying to the next chopper, yells back:

                         CAPTAIN
          It's our job to kill 'em.

          EXT. STREET - LATER

          Nantz and Martinez are double-timing with the 1st squad (Cpl.
          Grayston, Correggio and Kerns, Stavrou and Harris, Imlay and
          Lenihan, Mottola and Guerrero, Simmons and Adukwu).
          As they approach Lincoln, they slow, eyes widening.
          REVERSE to see what they're staring at:
          LINCOLN BOULEVARD. Being fortified into a defensive line.
          MARINES are setting up sand-bagged MACHINE GUN NESTS in a
          parking lot fronting a nail shop and a China Express.
          Other MARINES hunker behind barricades in front of a Goodyear
          Tire Store, firing MORTARS toward the ocean.
          RUBBLE. BURNING BUILDINGS. Smashed-in storefronts. Cars
          CRASHED at intersections, the echoing WAIL of CAR ALARMS.
          Pockets of CIVILIANS are being waved forward by MARINES. A
          LITTLE GIRL with a Smurf backpack is rushed across Lincoln.

                         

                         

                         

                         

          24.
          Martinez turns, rallies the squad, most of whom look shocked.

          LT. MARTINEZ
          Let's go, marines! Clock's
          running. Focus on the mission.
          We're gonna get to that community
          center and get those people safe.
          A COBRA ATTACK HELICOPTER screams overhead, firing into the
          distance. Martinez turns to Nantz, shouting over the din:

          LT. MARTINEZ
          Something to add, Sergeant?

          SGT. NANTZ
          (to the squad)
          Kill anything that's not human.

          EXT. 10TH STREET - LATER

          Nantz and Martinez lead the squad FROM LINCOLN onto 10th St.
          Various STRUCTURE FIRES are visible in the distance.
          The squad passes a FIRE TRUCK crashed against a fence, engine
          idling. FIREMEN lie near their hose lines, dead.
          Suddenly... BOOM! BOOM! BOOM! Deep, deafening sounds
          exploding in the distance.
          The ground SHAKES from massive AFTERSHOCKS. Billowing SMOKE
          rumbles from the west. Ash rains,down, the sky turns black.
          The squad hunkers down, panicked looks exchanged.

          PVT. KERNS
          What the hell is that?!

          LT. MARTINEZ
          Keep it together. Watch your
          angles.
          The aftershocks fade. Ominous quiet again.
          The squad continues DOWN THE STREET.

          CPL. HARRIS
          Helluva way to get citizenship, eh,
          Daktari?

                         ADUKWU
          Shit, I'd rather be in Afghanistan.

                         

                         

                         

                         

          25.
          THICK SMOKE hangs in the air. The lack of visibility is
          clearly adding to the marines' fright.
          Numerous SHAPES become visible in the smoke.
          As the squad approaches slowly, the shapes become clear...
          BODIES splayed in the street.

          CPL. HARRIS
          Cherise and I were supposed to
          register at Bed, Bath & Beyond
          tonight...

          CPL. STAVROU
          Think you're gonna be busy, bro.
          Nantz points his rifle into a CRASHED PICKUP TRUCK. A BODY
          is slumped beneath the wheel.
          Simmons comes up behind Nantz. Peers into the truck:
          Sections of the BODY appear almost dissolved by a white
          phosphorous-like substance.

          PVT. SIMMONS
          What is that shit, Sergeant?

          SGT. NANTZ
          (caustic, dismissive)
          Something bad, private. Now get
          back with your team.

          PVT. KERNS
          Whoa, whoa... Contact! Twelve
          o'clock!
          A SHAPE is moving to them through the smoke.
          The marines aim, about to fire just as the smoke clears...
          A DOG. Standing there, staring mournfully at them.
          Nervous chuckles now. Correggio sidles up to Kerns.

          CPL. CORREGGIO
          Relax, man.
          Kerns just shoots him a look. The squad moves on.
          As they approach a SIDE STREET that intersects 10th...
          The DOG WHINES. Correggio pets it, trying to comfort it...

                         

                         

                         

                         

          26.
          But the dog suddenly RACES OFF, disappearing into the smoke.
          The marines spin, rifles up, growing unnerved...

          PVT. IMLAY
          What the hell...?

          CPL. HARRIS
          Something spooked that dog...
          Then Kerns sees the SMOKE SWIRLING DOWN THE SIDE STREET...
          As if something is racing through it.
          Kerns breaks formation, SPRINTS DOWN THE SIDE STREET, FIRING.

          PVT. KERNS
          Contact! Contact!
          Discipline shatters as the squad follows Kerns...

          DOWN THE SIDE STREET.

          SGT. NANTZ
          Marines! Hold your position!
          Kerns stops, spinning, looking. for targets, breath ragged,
          eyes panicked. Correggio races up.

          CPL. CORREGGIO
          What'd you see?!
          Suddenly, the INDISTINCT FORM of an ALIEN CREATURE appears
          through the smoke, moving FAST down the side street.
          Kerns is ready, FIRING. The others react, FIRING as well.
          The ALIEN FORM is blasted, DROPPING into the smoke.

          LT. MARTINEZ
          Hold your fire! Hold your fire!
          Everyone stops firing. Nantz gets in Kerns' face.

          SGT. NANTZ
          One enemy runs and you break
          discipline and chase it?!
          (to the others)
          Think, marines. Stay alive.

          LT. MARTINEZ
          The sergeant is right. Stay on
          course. We have a mission...

                         

                         

                         

                         

          27.
          Suddenly, the SHADOWY ALIEN FORM RISES again, darting off,
          disappearing into the smoke.
          The squad stares back, stunned.

          CPL. STAVROU

                         (QUIETLY)
          Holy shit.

          CPL. HARRIS
          How many rounds it take?

          CPL. STAVROU
          Enough.
          Correggio edges to Kerns, who's looking panicky.

          CPL. CORREGGIO
          You okay?

          PVT. KERNS
          They're real, bro. I kept prayin'
          they wouldn't be...

          SGT. NANTZ
          Quiet.
          Nantz, unnerved himself, stares into the smoke...

          LT. MARTINEZ
          What is it, sergeant?

          SGT. NANTZ
          That thing running down the
          street... That was to draw us in...
          Slowly, fading in, we hear what Nantz hears now...
          A RUMBLING SOUND BEHIND THEM. Building. Nantz spins to it.

          SGT. NANTZ
          They're coming. We took the bait,
          now they're cutting us off.

          PVT. KERNS
          I can't see a goddamn thing!
          But the SOUND of their ADVANCE tells us there's many.

          SGT. NANTZ
          Light it up!
          The squad lets loose with a barrage of FIRE as...

                         

                         

                         

                         

          28.
          TRACER FIRE shoots back at the marines from the smoke.
          Glimpses of INDISTINCT FIGURES moving fast.

          LT. MARTINEZ
          Mottola, get on the radio. See if
          we can get some air support.
          Mottola starts working the radio, trying to remain calm as.'..
          PROJECTILES EXPLODE in BRIGHT FLASHES around the marines.

          PVT. SIMMONS
          Contact front! Contact front!
          Correggio, frustrated, peers through the smoke.

          CPL. CORREGGIO
          What are we shooting at?!

          PVT. MOTTOLA
          Lieutenant. Command says air power
          is totally committed. Enemy
          contact all over the area...
          Martinez stares back at this ominous news as...
          The MARINES FIRE back into the THICK SMOKE. But the enemy
          attack keeps INCREASING in ferocity.
          One PROJECTILE hits a wall above Lenihan. It EXPLODES, some
          kind of liquid splashing onto him. Lenihan grimaces.

          PVT. LENIHAN
          Ahh, shit! It's burning!
          His HELMET is being eaten away by the liquid. Imlay is
          immediately at Lenihan's side, pulling the helmet off.
          Lenihan's skin is blistering, oozing.

          PVT. LENIHAN

                         (PANICKED)
          My face, man...! How's my face?

          PVT. IMLAY
          Ugly as ever, bro.
          The squad hunkers down, trying to find any cover-available--
          behind cars, trees.
          Martinez drops BEHIND A CAR, pulls out his MAP, checking it
          for escape routes.-

                         

                         

                         

                         

          29.
          Chaos as ENEMY TRACER FIRE increases, exploding around them.
          Martinez looks desperate, forced to FLEE FROM COVER by the
          alien fire.

          LT. MARTINEZ

                         (SHOUTS)
          Fall back! Here!
          He leads them further down the side street.

          SGT. NANTZ
          We can hold this position,
          Lieutenant!

          LT. MARTINEZ
          We're gonna get pinned down!

          SGT. NANTZ
          Sir, these things seem to be
          operating tactically! Don't let
          them dictate your decisions...

          LT. MARTINEZ

                         (SHOUTS)
          Move to live, marines!
          The squad follows Martinez, retreating...

          INTO A 'WALK' STREET.
          JUST A SIDEWALK separates the houses opposite each other.
          A moment. SILENCE. Nantz looks at the heavy FOLIAGE, dense
          SHRUBS and TREES on both sides. He knows:

          SGT. NANTZ
          It's an ambush. This is the kill
          zone!
          Nantz slings his COMBAT SHOTGUN forward.

          SGT. NANTZ

          FIRE!
          On Nantz' order, the SQUAD OPENS FIRE just as...
          ALIEN FIRE EXPLODES from the THICK COVER of bushes and trees.
          Nantz leads the brutal counterattack, PUMPING and FIRING his
          combat SHOTGUN.
          Martinez is shouting orders, directing the men as...

                         

                         

                         

                         

          30.
          Kerns backs against a fence, overwhelmed by the chaos. ; He
          aims, shoots. Then he freezes.
          Correggio steps in front of Kerns, firing to protect him.,
          Lenihan takes a hit from the enemy tracer fire exploding„
          around the marines. He's blown back into thick bushes as...
          THE REST OF THE SQUAD battles fiercely.
          An alien PROJECTILE slams into Cpl. Grayston'S ARM. The
          SPRAY OF LIQUID bubbles out from the wound.
          Then something grabs Grayston through the bushes...
          Nantz sticks his SHOTGUN into the bushes, fires. BOOM. And
          Grayston is suddenly free. Nantz drags him into...

          THE FRONT YARD OF A HOUSE.
          The squad follows, Correggio pulling Kerns into the yard.

          THEY BACK TOWARD THE HOUSE.
          Guerrero, Imlay and Simmons lay down an awesome barrage with
          powerful SAWS (Squad Automatic Weapon), covering.the retreat.
          Trees and bushes are shredded, houses are splintered.
          All this mayhem allows the squad to...

          BARGE THROUGH THE FRONT DOOR OF THE HOUSE.
          Pandemonium. The marines are sweaty, bleeding, scared.

          PVT. SIMMONS
          Jesus! Oh my God!

          CPL. STAVROU
          Keep your shit together!

          PVT. SIMMONS
          What the hell are those things?!

          CPL. HARRIS
          They're the goddamn enemy.

          PVT. IMLAY
          Yeah, and there's a million of 'em!

          PVT. SIMMONS
          Where'd they come from?! Why'd
          they come here?!

                         

                         

                         

                         

          31.

          LT. MARTINEZ
          Everyone... just calm down.

          PVT. SIMMONS
          Calm down?! We keep shooting
          them... Why don't they die?!

          SGT. NANTZ
          Stow that shit, Private.
          (turns, to the others)
          Watch the yard. Secure the back.
          We're not dyin' here today.
          The marines take up firing positions at windows and doors.

          CORREGGIO EYES KERNS.

          CPL. CORREGGIO
          You okay?
          Kerns stares back, deer in the headlights. He nods.
          ADUKWU IS WRAPPING GRAYSTON'S ARM as Grayston fumbles for a
          CIGARETTE. Adukwu lights it for him.

          CPL. GRAYSTON
          I know. These things'll kill me.
          Adukwu smiles. Grayston stares at his arm, ironically:

          CPL. GRAYSTON
          Hell, now that just ain't fair.
          Nantz moves to Martinez, who is staring down at the wounded
          Grayston and Guerrero.

          SGT. NANTZ
          Sir, what are your orders?
          Martinez turns, stares at Nantz.

          LT. MARTINEZ
          I led us right into that ambush.

          SGT. NANTZ
          Sir. Your orders.
          Beat. Martinez nods.

          LT. MARTINEZ
          Let's figure out how we get out of
          here. We'll medevac the wounded
          from that park.

                         

                         

                         

                         

          32.
          Nantz nods, turns to Mottola.

          SGT. NANTZ
          Radio the FOB. Get us a medevac at
          that park by the community center.
          As Mottola works the radio, he's startled to see Guerrero,
          who has been SLASHED across both eyes.

          PVT. GUERRERO
          I can't see, Motorola.
          Mottola, horrified, steadies his voice.

          PVT. MOTTOLA
          You'll be okay.
          A slight beat. Then...

          PVT. GUERRERO
          You're one shitty liar, bro.

          PVT. IMLAY
          Hey, where the hell is Lenihan?!
          Everyone stops, stares.

          EXT. BACK YARD OF DIFFERENT HOUSE - SAME

          Lenihan, pressing a hand into his side, BLOOD oozing between
          his fingers, peers INTO THE BACK YARD at...
          A SWIMMING POOL, its water gently lapping. A GARAGE nearby.
          Lenihan, startled by the SOUND of ALIENS RUNNING in the alley
          behind the house, takes cover BY THE GARAGE.
          He struggles to remain calm. Then the sound FADES. He
          waits. Silence. Lenihan starts to edge,out as...
          A BANG rings out on the far side of the garage.
          Lenihan spins back behind cover, eyes desperately searching.

          INT. HOUSE - SAME

          Nantz shoulders his M-16. Martinez eyes him.

          SGT. NANTZ
          I'll go for Lenihan, sir.

                         

                         

                         

                         

          33.

          LT. MARTINEZ
          All right. We'll package the
          wounded, then rally on 10th street.

                         (TURNS)
          Mottola, Imlay. Go with the
          sergeant.
          The two quickly step to Nantz.

          PVT. IMLAY
          We got your six, Sergeant.
          Anything you need.

          SGT. NANTZ
          What I need is for you to keep
          quiet. And stay close.

          PVT. IMLAY
          Right. Got it. Quiet.

          SGT. NANTZ
          Starting now, Private.
          As Nantz turns, Mottola slaps Imlay in the helmet.

          INT. BACK YARD OF DIFFERENT HOUSE

          Lenihan creeps around the garage, spies a SIDE DOOR leading
          into it. He grabs the handle. Mercifully, the door opens.

          INT. DARK GARAGE - CONTINUOUS

          Lenihan falls INTO THE DARK GARAGE. Boxes and old furniture.
          Just one dirt-stained WINDOW on an opposite wall.
          Lenihan crouches in the dim light, coughs, spitting up blood.
          He turns on his radio, says into it:

          PVT. LENIHAN
          Motorola? You copy?
          His RADIO buzzes back with Nantz' voice:

          SGT. NANTZ (V.0.)
          Lenihan. This is Sgt. Nantz...

          PVT. LENIHAN
          Sergeant, Jesus, I had to turn the
          radio off..'. These things are
          everywhere!

                         

                         

                         

                         

          34.

          EXT. ALLEY - SAME

          Nantz is MOVING, with Mottola and Imlay. covering.

          SGT. NANTZ

                         (INTO RADIO)
          We're coming for you, Lenihan.
          What's your location?

          INT. GARAGE - SAME

          Lenihan looks across the garage, out of the window...

          PVT. LENIHAN
          I'm in a garage... I can see two
          palm trees right next to it. House
          is white with black shutters...
          Just as something BANGS against the garage.

          SGT. NANTZ (V.0.)
          Is the house a two-story?
          Lenihan stares, his eyes going wide, panicked.

          SGT. NANTZ (V.O.)
          Lenihan, is the house a...?
          Lenihan CLICKS the radio OFF.
          Then waits, very still, listening, M-16 held tightly. His
          breathing turns shallow-- from loss of blood and from fear.
          Lenihan sees the BRANCHES of a bush SWAYING outside the
          window, as if something just brushed past it.

          EXT. STREET - SAME

          Nantz, Mottola and Imlay moving through the thick smoke...
          Nantz still trying to raise Lenihan on the radio.

          SGT. NANTZ
          Lenihan...? Lenihan...?
          Imlay taps Nantz on the shoulder, motions to his ears. He
          hears something...
          The marines freeze, Nantz clicking the radio off as...
          Nearby, they hear SOUNDS of aliens running... Somewhere...

                         

                         

                         

                         

          35.
          The marines crouch, weapons up, straining to see through the
          smoke. They remain stock still. Then...
          The sound fades into the distance.
          Nantz looks at the men. Motions. They creep forward as...

          INT. GARAGE - SAME

          Lenihan moves TO THE WINDOW, searching the garage floor,
          desperate not to step on anything that would make noise. He
          edges forward to peer through the dirty glass. Then...
          THUD THUD THUD. More NOISES... On the garage roof now.
          Lenihan looks up, panicked as...
          CRASH! The WINDOW suddenly CRASHES IN.
          Lenihan spins, FIRING wildly, lighting up the garage as...
          He stumbles to the door, fumbling for the handle, falling...

          EXT. BACK YARD OF HOUSE - CONTINUOUS

          .OUT OF THE GARAGE. Lenihan staggers back, eyes darting
          along the garage roof, gun aimed.
          Nothing there.
          As Lenihan continues backing away, peering through the
          drifting smoke at the garage, he's unaware that BEHIND him...

          A SHADOWY ALIEN FORM IS RISING FROM THE POOL.
          Lenihan doesn't see it, but he senses it. He turns, FIRES...
          A SPLASH as the shadowy alien figure is blasted back INTO THE
          POOL, disappearing under the water.
          Quickly, nervously, he loads another mag, edging to the pool.
          He peers over the pool edge...
          An indiscernible DARK FORM lays on the bottom of the pool.
          Lenihan is transfixed a moment. Then he raises his rifle to
          punch more rounds into the thing as...
          WHOOOM! The creature launches OUT OF THE WATER!

                         

                         

                         

                         

          36.
          BLISTERING GUNFIRE! As Nantz, Mottola and Imlay burst into
          the yard. They fire, as does Lenihan.
          The fusillade of bullets tears the creature up.
          The marines STOP FIRING as the alien falls to the ground.
          They stare amazed at the 7 ft. tall ALIEN CORPSE... Rigid
          skeleton bursting out of its skin, some strange layer of
          machinery intertwined with its flesh.

          CPL. MOTTOLA
          Oh my God... What the hell are
          these things?

          PVT. IMLAY
          They're butt ugly, that's what they
          are.
          Nantz grabs onto Lenihan, noticing his wound.

          SGT. NANTZ
          We're gonna get you to the medevac,
          Private.

          PVT. LENIHAN
          Thank you, Sergeant. Thanks for
          coming for me.

          SGT. NANTZ
          But Lenihan...

          PVT. LENIHAN
          Yes, Sergeant?

          SGT. NANTZ
          Ever get separated from your unit
          again, I'll find you and shoot you
          myself.

          PVT. LENIHAN
          Yes, Sergeant.
          Imlay slings Lenihan's arm around his shoulder and they're
          instantly moving, RUNNING FROM THE YARD.

          EXT. SIDE STREET - MOMENTS LATER

          The men meet up with the others. Adukwu and Kerns carrying
          Grayston on a litter, Simmons holding onto the blinded
          Guerrero, guiding him.

                         

                         

                         

                         

          37.

          LT. MARTINEZ
          All right, let's get to the
          community center...
          They head off, Simmons still supporting Guerrero as THWACK!
          An alien projectile slams INTO SIMMONS' THROAT. Choking, he
          CRUMPLES to the ground. Guerrero stands, blind, helpless.
          Panic. The marines spin, searching for targets.

          LT. MARTINEZ
          Move! Grab Simmons! Go, go!
          Stavrou hoists Simmons as the marines run off, FIRING to
          cover their retreat, as...
          The SILHOUETTES of DARK ALIEN FORMS are visible on distant
          rooftops, watching the rifle squad disappear down the street.

          EXT. STREET - LATER

          Nantz, Martinez and the rest of the squad hustle silently
          through the street, supporting their wounded. They take
          cover behind cars, peering out to see...
          The PARK in the distance. A wide open FIELD with a COMMUNITY
          CENTER BUILDING on the far side.
          There are distant sounds of warfare, but the area here seems
          strangely quiet.
          Then, out of the smoke, an IMAGE APPEARS... Something MOVING

          AT THEM...
          The marines all shift, aim forward, about to blast away as...
          FOUR MARINES come into view, moving ghost-like.
          Nantz signals with his flashlight. The marines hurry over,
          silently falling behind the cars.

          LT. MARTINEZ
          You guys are 2/5?

                         MARINE
          2nd squad, 3rd platoon...

          LT. MARTINEZ
          Where's the rest of your unit?

                         

                         

                         

                         

                         MARINE
          This is it, Lieutenant. Everyone
          else is dead or missing.
          The news hits Martinez hard. He eyes Nantz.

                         MARINE
          We were on the street, like, ten
          minutes and they ambushed us. As
          soon as we radioed for help, it's
          like they were everywhere...

          PVT. MOTTOLA

                         (ON RADIO)
          Medevac's incoming, lieutenant.

          LT. MARTINEZ
          All right. Stay with us.
          And the squad moves out...

          EXT. PARK - MOMENTS LATER

          A large FIELD stretches from the street to a squat BUILDING,
          the COMMUNITY CENTER.
          The specter of LIGHTS is thrown onto the field, an other
          worldly effect until we realize the lights are coming from...

          A MEDEVAC HELICOPTER
          Descending steadily, its thundering rotors whipping the air..

          LT. MARTINEZ
          Load the wounded. Sgt. Nantz, Cpl.
          Harris-- let's find the civilians.
          Martinez, Nantz and Harris run to the community center as...
          The WOUNDED are hustled to the CHOPPER as it TOUCHES DOWN.

          INT. LOBBY OF COMMUNITY CENTER - CONTINUOUS

          The marines burst in, looking around. To the right, a GYM.
          To the left, a HALLWAY with numerous side rooms off of it.

          SGT. NANTZ
          U.S. Marines! U.S. Marines!
          A clattering. The marines immediately move toward it,
          peering down the dark hall...

                         

                         

                         

                         

          39.
          Then the DOOR to a side room OPENS to reveal...
          A WOMAN, MICHELE, 28, staring out, looking shell-shocked.

          SGT. NANTZ
          How many of you?
          A MAN, JOE RINCON, 45, jacket and tie, behind her.

                         MICHELE
          There's five of us. Three kids.
          Nantz is immediately moving.

          SGT. NANTZ
          Where? Where are the kids?
          He pushes past the adults, sees TWO GIRLS AND A BOY, 8-10.

          EXT. ATHLETIC FIELD

          The marines run up to the chopper with the wounded. INSIDE
          THE MEDEVAC they see WOUNDED laid across the helicopter's
          cabin. A CREWMAN in the medevac yells over the din:

                         CREWMAN
          You called in with two wounded!

          PVT. IMLAY
          We got four!

                         CREWMAN
          Can't take four! We have no room!

          CPL. STAVROU
          Make goddamn room!
          A beat. The crewman relents in the face of Stavrou's
          impressive bulk, tries to make room.
          Imlay and Stavrou get Simmons and Grayston on.
          Mottola helps Guerrero in, squeezing his hand.

          PVT. GUERRERO
          I'll work on that mix for you.

          PVT. MOTTOLA
          Thanks, dude. Think I'm gonna need
          it.
          Lenihan crawls onto the chopper's deck with Imlay's help.

                         

                         

                         

                         

          40.

          PVT. IMLAY

                         (SMILES)
          You just had to get outta the shit.
          Lenihan smiles back.

                         CREW CHIEF
          Now! We're moving now!
          Imlay bumps fists with Lenihan, backs away as...

          EXT. COMMUNITY CENTER - CONTINUOUS

          Nantz runs out with the BOY. Followed by Martinez and
          Harris, hustling the two GIRLS out.

          SGT. NANTZ
          Wait! Stavrou, hold it! KIDS!
          Stavrou tries to hold the chopper, screaming at it as...

          THE MEDEVAC RISES.
          Nantz, Martinez and Harris run to the chopper with the kids.
          The marines around the medevac are screaming up at it, trying
          to hold it, but to no avail.
          The CHOPPER GAINS ALTITUDE as suddenly...
          BOOM! A SHOCK WAVE OF ENERGY FIRES from the west as...
          The MEDEVAC takes a DIRECT HIT.
          The devastating energy wave blasts it END-OVER-END...
          The massive helicopter CRASHES INTO A HOUSE blocks away,
          exploding, as...
          Nantz turns ominously as an unearthly BUZZING SOUND FADES IN.
          LIGHTS are ADVANCING from a street leading to the field.
          As the SOUND and LIGHTS BUILD, Nantz runs to the other
          marines to get them off that field.
          He pulls on them, urging them to the COMMUNITY CENTER doors.
          They REACH THE COMMUNITY CENTER, fall into it just as...
          Glowing through the heavy cover of smoke... The STROBING
          LIGHTS of some strange ALIEN AIRCRAFT zooming overhead.

                         

                         

                         

                         

          41.
          Speeding toward Lincoln. FIRING PULSING WAVES OF ENERGY,
          lighting up the distant sky.

          INT. COMMUNITY CENTER LOBBY - CONTINUOUS

          The marines and civilians fall into the large entryway. The
          marines are breathing hard, looking stunned.

          PVT. KERNS
          Goddamn flying saucers now...?!

                         ADUKWU
          All those guys on the chopper...

          PVT. IMLAY
          Why'd those bastards have to come
          down here and start this shit?!

          SGT. NANTZ
          That is not relevant, Imlay!
          They're here. They're trying to
          kill us. Kill them first!
          Martinez eyes Nantz on this. Then barks orders:

          LT. MARTINEZ
          Secure the perimeter! Stavrou,
          give me an ammo check. Cpl.
          Correggio, take three men, set up
          an Observation Post on the roof.

          SGT. NANTZ
          You heard the lieutenant. Move!
          The dazed marines begin COVERING doors and hallways. We see
          in their FACES that it's a very different fight now.
          Nantz turns, can see the MEDEVAC ABLAZE out a window. His
          solemn stare hints at a growing desperation.
          Martinez steps up to him, looks out. Quietly:

          LT. MARTINEZ
          They got air power, too... Knocked
          that medevac right out of the sky.
          So much for ruling the air.
          Nantz just keeps staring out.

                         

                         

                         

                         

          42.

          LT. MARTINEZ
          Listen, Sergeant. These men are
          scared. A little compassion would
          go a long way...
          Nantz turns on Martinez now.

          SGT. NANTZ
          How's that gonna help them survive,
          Lieutenant?

                         (BEAT)
          I'll lead these marines. But don't
          ask me to get close to them.
          Nantz walks off.

          INT. COMMUNITY CENTER LOBBY - MINUTES LATER

          Marines on post, watching various windows and doors.
          Imlay kneels by the kids, who look devastated by the day's
          events. Imlay wets a rag with water from his canteen, wiping
          the dust and dirt from the kids' faces.
          The younger girl, KIRSTEN, 8, begins crying. She suddenly
          hugs Imlay.
          Imlay, startled by this, looks uncomfortable at first. Then
          hugs the little girl back, smiling at the older.girl, ANY,
          10, Kirsten's sister.

                         AMY
          You're not gonna leave us, are you?
          A beat. Then Imlay smiles.

          PVT. IMLAY
          No way, sweetheart.
          The woman, Michele McDermott, is clearly rattled, struggling
          for composure, eyes constantly moving to the kids.
          Mr. Rincon, a calm, watchful air about him, stands with his
          son, HECTOR, the kid who Nantz had carried to the chopper.

                         RINCON
          My son and I came here... There
          were only three cops, spread pretty
          thin... Then those things attacked.
          Police couldn't stop them.

                         

                         

                         

                         

          43.

          SGT. NANTZ
          What happened to everyone?

                         RINCON
          I don't know. Most people ran. We
          hid in a side room, found Michele
          and the girls... Couldn't see what
          happened. Just heard... Screams.

                         MICHELE
          I have my nieces for the week. My
          sister and her husband are in
          Hawaii for their anniversary... Is
          it safe there? I heard this is
          happening in other places...
          Martinez is at a loss for words.

                         MICHELE
          What do they want from us? Why are
          they here?

          LT. MARTINEZ
          I...don't know. Right now, our job
          is just to get you to safety, okay?
          Harris appears from the hallway.

          CPL. HARRIS
          Lieutenant, something you should
          see...

          EXT. COMMUNITY CENTER / BACK DOOR - MOMENTS LATER

          The door opens. Nantz and Martinez edge out with Harris. As
          they peer into the smoke drifting past the building, an IMAGE
          becomes clear...
          An ALIEN BODY. On the ground nearby. Ripped by bullets.
          They step to it cautiously, realizing... IT'S NOT QUITE DEAD!
          The alien MOVES, turning as if to stare back at them.
          Without a word, Nantz lifts his rifle, shoots it in the head.

          INT. COMMUNITY CENTER LOBBY - SAME

          Hector sits with Kirsten and Amy, digging candy Nerds out of
          his backpack. He turns to the other kids, holding the box
          out. Both kids reflexively accept handfuls of candy.

                         

                         

                         

                         

                         44
          Then Hector notices Imlay standing nearby.

                         HECTOR
          Want some Nerds?
          Imlay holds his hand out. Hector shakes candy into it as...
          Nantz enters, calling to Adukwu:

          SGT. NANTZ
          Adukwu, bring your kit.
          Adukwu is immediately up, moving to Nantz.

          SGT. NANTZ
          We're gonna cut one of these things
          open. See if we can figure out
          what makes 'em tick.
          Michele overhears, offering:

                         MICHELE
          Maybe I can help, sergeant. I'm a
          vet...

          SGT. NANTZ
          You're a veteran?

                         MICHELE
          (can't help but smile)
          No, a veterinarian.

          SGT. NANTZ
          Oh... Okay. Well, thanks, um...
          Nantz has forgotten her name. She smiles.

                         MICHELE
          Michele.

          SGT. NANTZ
          Right. Michele.
          (smiles, embarrassed))
          Sorry.
          Mottola walks up.

          PVT. MOTTOLA
          Sergeant. Can't raise anybody on
          the radio. We're cut off.
          Off Nantz' look...

                         

                         

                         

                         

          45.

          EXT. COMMUNITY CENTER ROOFTOP

          Kerns, Correggio and TWO 2nd SQUAD MARINES are on watch,
          peering down to the street from opposite sides of the roof.
          All on edge, exhausted, dirty. No one says a word.
          Correggio eyes the other marines. They exchange an 'all-
          clear' sign. Then Correggio pulls up a radio.

          CPL. CORREGGIO

                         (INTO RADIO)
          O.P. reporting. We're clear up
          here.
          Correggio and Kerns look over the destroyed streets, smoke
          and flames rising from buildings in the distance, glimpses of
          white phosphorous raining down. A beat, then...

          CPL. CORREGGIO
          .fucking aliens.
          Kerns looks at Correggio, starts to chuckle at the absurdity
          of it all. Then Correggio laughs. It's infectious. It's
          desperate. Then the laughter slows. Stops.

          PVT. KERNS
          You think those things get scared?
          They're probably just grunts like
          us. Probably dumped into battle,
          told to go fight...
          Kerns looks out... The constant thud and crack of warfare...
          A city crumbling. V

          PVT. KERNS
          I thought I could handle it...

          CPL. CORREGGIO
          You are handling it. Thing I'm
          worried about is Nantz.

          PVT. KERNS
          Sergeant saved our ass at that
          ambush... He knows what he's doing.

          CPL. CORREGGIO
          Yeah? Tell my brother that.

                         

                         

                         

                         

          4.6 .

          INT. SIDE ROOM / COMMUNITY CENTER - LATER

          Nantz enters with Michele and Adukwu. Stavrou and Harris are
          in the room with Martinez. They step aside, revealing... The
          ALIEN BODY on the floor.
          Michele stops, stares. She and Adukwu are both taken aback
          at the sight of one of these things up close.

          SGT. NANTZ
          You sure you can do this?

                         MICHELE
          I was more sure two minutes ago.
          She looks to Adukwu. They step to the body together as...
          Nantz approaches Martinez.

          SGT. NANTZ
          What's the plan, Lieutenant?

          LT. MARTINEZ
          Mission is still to get the
          civilians to the Forward Operating
          Base. We've got a battalion there,
          all that firepower... I was
          thinking, I saw a bus couple of
          blocks back on 11th...

          SGT. NANTZ
          Maybe we should stay on foot.
          Martinez looks at Nantz. Then opens a MAP, pointing to
          'Santa Monica Airport' on it.

          LT. MARTINEZ
          The FOB is here, at the airport...
          That's miles to cover with those
          kids... And those bombs are gonna
          drop in a little more than an hour.
          (thinking, deciding)
          We've got to move fast.

          SGT. NANTZ
          We have no radio contact, nothing
          to let us know the best route to
          take... And a bus is a big target.

          LT. MARTINEZ
          I made the call, Sergeant. It's my
          responsibility.

                         

                         

                         

                         

          47.
          Beat. Then Nantz nods, turns.

          SGT. NANTZ
          Harris, Stavrou, lieutenant needs
          recon on a.bus. It was abandoned
          two blocks south off 11th...

          LT. MARTINEZ
          If it runs, get it back here.

          SGT. NANTZ
          Can you hotwire a bus?

          CPL. HARRIS
          (gestures to Stavrou)
          He's from Jersey, sergeant.
          A nod from Nantz on this.

          EXT. COMMUNITY CENTER ROOFTOP - MINUTES LATER

          Correggio and Kerns are surveying the street. Correggio
          pulls the RADIO up, talks quietly into it:

          CPL. CORREGGIO
          Stavrou, Harris...

          INT. EXT. COMMUNITY CENTER - SAME

          Stavrou and Harris peer out an EXTERIOR DOOR as they hear
          Correggio (V.0.) from the RADIO:

           CPL. CORREGGIO (V.0.)
           .you're clear down 11th Street.
          They exchange a quick glance.

          CPL. STAVROU
          Every day a holiday, buddy...

          CPL. HARRIS
          .every meal a feast.
          They slip outside, running off silently.

          EXT. COMMUNITY CENTER ROOFTOP - SAME

          Correggio and Kerns watch Harris and Stavrou run down the
          street, covering them with their M-16s.

                         

                         

                         

                         

          48.

          INT. SIDE ROOM - LATER

          Adukwu and Michele, scalpels in hand, hover over the alien
          body. Its thick leathery skin has been sliced open.
          Martinez and Nantz observe, Imlay on post nearby.

          LT. MARTINEZ
          How's it going?

                         ADUKWU
          Well, Lieutenant, I'm a medic, Dr.
          McDermott's a vet... We weren't
          sure who was most qualified to cut
          this thing open.
          Martinez smiles.

                         ADUKWU
          Look. It's been surgically
          modified...
          He pulls tissue aside, revealing where the alien's 'gun' is
          attached to its arm.

                         ADUKWU
          Part of its arm has been amputated
          to fit this weapon.

          SGT. NANTZ
          Talk about commitment to cause.
          Adukwu examines a VENTED CAP just to the right of where the
          alien's 'heart' would be. Thick, fleshy veins run from it.

          LT. MARTINEZ
          What is that thing?

          PVT. IMLAY
          He's from Nigeria, Lieutenant. Not
          a different solar system.
          Nantz looks over at Imlay.

          SGT. NANTZ
          Thank you, private.
          Adukwu twists the cap. It comes free, revealing...
          A GELATINOUS ORGAN. Slimy, viscous fluid seeping from it..
          Everyone steps back, reacting to the putrid smell.

                         

                         

                         

                         

          49.

          PVT. IMLAY
          Whoa, that stinks!
          Everyone steps back except Michele, that is. Unfazed, she
          takes her scalpel, makes an INCISION across the organ.

          PVT. IMLAY
          I'm gonna puke. Swear to God, I'm
          gonna puke!

          SGT. NANTZ
          Whatever you do, do it quietly,
          Imlay.

          EXT. STREET - SAME

          Stavrou forces the door of a METRO BUS open, climbs INTO THE
          BUS, ducking below the steering wheel as...
          Harris covers, staring off to the FAR STREET. Tree branches
          there cast LONG SHADOWS which sway with the breeze. Then...
          The indistinct FORM of an ALIEN scout appears in the shadows.

          CPL. HARRIS
          Hey, Stavs...

          CPL. STAVROU
          Relax. First thing I wired was a
          school bus. Trying to impress this
          Betty. She had a huge rack...

          CPL. HARRIS
          Enemy scout. Move your ass.
          Stavrou doesn't look up. Just works diligently.

          CPL. STAVROU
          Don't rush genius.

          EXT. ROOF - SAME

          Correggio and Kerns remain still, peering into the distance.

          PVT. KERNS
          Shit. You seeing what I'm seeing?
          Correggio pulls BINOCULARS...
          POV THROUGH BINOCULARS: A SIDE STREET, TREES overhanging it.

                         

                         

                         

                         

          50.
          Movement. ALIEN SHAPES massing on the side street.
          Appearing and disappearing through the smoke and trees.
          Then the POV THROUGH BINOCULARS PANS to pick-up...
          The BUS. Nearby. In the path of the alien movement.
          Correggio grabs the RADIO. Says:

          CPL. CORREGGIO

                         (INTO RADIO)
          Harris. Movement, 1500 meters up
          11th.
          Suddenly, a loud BANG rings out below them.

          PVT. KERNS
          What the hell was that?!
          They exchange glances with the other marines across the roof.
          All four move quickly, converging on one side of the
          building, look down the side of it...
          An EXTERIOR DOOR leading into the center is BROKEN OPEN.

          INT. COMMUNITY CENTER SIDE ROOM - SAME

          Michele finishes her incision, carefully PEELS A SECTION OF

          THE ORGAN BACK.
          Something vaguely METALLIC is revealed within it.
          As Michele touches her scalpel to it, it SPARKS.
          Then starts rhythmically GLOWING.

          LT. MARTINEZ
          Looks like it's receiving a
          signal...
          Suddenly, the ORGAN CONVULSES rapidly. Expanding,
          contracting.
          Nantz sees the ALIEN'S GUN VIBRATING now, the whole arm
          TWITCHING, spreading through the alien's body like a seizure.

          LT. MARTINEZ
          This thing's still alive!
          Nantz pulls his KA-BAR FIGHTING KNIFE, thrusting it DEEP INTO
          THE ORGAN, twisting viciously.

                         

                         

                         

                         

          51.
          The organ stops vibrating. The glow fades. The body slumps.

          SGT. NANTZ
          Not so hard to kill when you know
          where to aim.
          Mottola appears in the room, a sense of controlled panic.

          PVT. MOTTOLA
          Lieutenant. There's a breach.

          INT. HALLWAY / COMMUNITY CENTER - SECONDS LATER

          The marines step from the side room with Michele. They peer
          up and down the dark hallway, listening...
          OTHER DOORS along the hall take on an ominous presence now.

          SGT. NANTZ

                         (LOW)
          They in the building?

          PVT. MOTTOLA
          No clue, Sergeant. An exterior
          door was broken open.

          SGT. NANTZ
          Lieutenant. Maybe we should gather
          the civilians in the gym.

          LT. MARTINEZ
          Good idea, Sergeant.

          INT. / EXT. BUS - SAME

          Stavrou, still beneath the wheel. Harris, eyes on the street
          as the RADIO crackles with Correggio's VOICE:

          CPL. CORREGGIO (V.0.)
          Harris, hostiles advancing right at
          you. Approximately two hundred
          meters and closing...

          CPL. STAVROU
          Done!
          Stavrou hops into the driver's seat, tries to start the bus.
          It doesn't turn over.
          Harris and Stavrou exchange a quick glance. Stavrou drops
          below the wheel again...

                         

                         

                         

                         

          53.

          INT. LOBBY - CONTINUOUS

          More ominous BANGS ring out from down the long hallway,
          BUILDING in intensity.
          Nantz stands, staring DOWN THE DARK HALL with his M-16,
          surprised as Martinez steps up next to him.

          LT. MARTINEZ
          We're in it together, Sergeant.
          Martinez slams a grenade into his launcher now.

          LT. MARTINEZ
          C'mon, Mottola. Get that bus here!
          Mottola is on the radio, frantic:

          PVT. MOTTOLA
          Where the hell is that bus?!

          INT. BUS - SAME

          Stavrou is still underneath the wheel. Harris looks out to
          see ALIENS rounding the corner in the distance.

          CPL. HARRIS
          Get this thing started.

          CPL. STAVROU
          Hey, why didn't I think a' that?

          INT. COMMUNITY CENTER LOBBY - SAME

          CRACK! Down the hall, the sound of a door splintering...

          SGT. NANTZ
          We're out of time!
          Martinez looks INTO THE GYM, sees the kids staring back.

          LT. MARTINEZ
          Go! Get 'em out!
          Imlay swings the GYM DOOR OPEN, moving the civilians out.

          IN THE LOBBY
          Nantz and Martinez stand together, aiming at the hall as...
          A final BANG... We hear a door being BURST OPEN.

                         

                         

                         

                         

          55.
          Nantz, in the front, exchanges a glance with Martinez at the
          ominous sight of...
          A PLUME OF BLACK SMOKE rising in the distance.

          THEY SPIN ONTO LINCOLN BOULEVARD.
          Screech to a halt at the obstacle course of BATTLE WRECKAGE
          strewn across the street.
          Noxious BLACK SMOKE is rising from BURNING HUMVEES and
          TRUCKS. Smoking CRATERS pothole the street.

          LT. MARTINEZ

                         (SHOCKED)
          Jesus Christ. Those alien ships
          took the whole line out.

          SGT. NANTZ
          We've got forty minutes 'til they
          level this area.

          LT. MARTINEZ

                         (TO STAVROU)
          Get us to the Forward Operating
          Base. Fast.
          Stavrou lays on the gas, speeding away as, in the back, the
          other marines stare out. Mottola peers into the sky...'

          PVT. MOTTOLA
          Where the hell are all our jets?

          EXT. BUS (MOVING) - SIDE STREETS, SANTA MONICA

          The bus snakes through jammed streets, abandoned cars, bombed
          out buildings.

          INT. BUS -SAME

          Martinez is in the front with Stavrou, Nantz in the middle of
          the bus, hovering near the civilians sitting on the floor.
          Rincon holds Hector, Michele with her arms around both girls.
          Marines on the seats above, weapons ready.
          Nantz hears Imlay whispering to Harris:

          PVT. IMLAY
          Why the hell'd the lieutenant wanna
          take a bus? We're sittin' ducks.

                         

                         

                         

                         

          56.

          SGT. NANTZ
          (low, hard)
          The call's been made, private. You
          so eager to decide the fate of all
          these people?
          Imlay is stone silent.

          SGT. NANTZ
          Didn't think so.
          Then Nantz looks up, meeting eyes with Martinez as...
          A NOISE in the distance now. A low VIBRATION, building.
          Nantz moves to Martinez. They peer out of the front.
          LIGHTS fill the sky, heading east. As they approach...
          The VIBRATION gets louder and louder, shaking the bus now.

          SGT. NANTZ
          Everybody get down, weapons inside
          the bus. Make no noise.
          The men pull their guns in from the windows, crouching as low
          as possible, straining to see, hear...
          The vibrations grow louder, LOUDER! Suddenly... WHOOSH!
          An ALIEN AIRCRAFT rips overhead.
          Then another, and another, and another... All heading east.
          The image of their speed, their power, their other-
          worldliness is overwhelming, devastating.
          Nantz stares, relief flooding his face, as the armada flies
          on. Leaving them behind. Until...
          Suddenly, Mottola's RADIO BLARES!

                         COMMAND

                         (FROM RADIO)
          All stations this net, urgent
          traffic. Multiple enemy aircraft
          moving east...
          As the transmission rings out, Nantz looks up to see...
          One ALIEN SHIP split from the armada, TURN BACK TO THE BUS.

                         

                         

                         

                         

          57.

          LT. MARTINEZ
          It's coming back...!
          The children scream, marines agitated... all hear a low
          vibration, echoing off buildings, heading their way.

          SGT. NANTZ
          (staring at the radio,

                         REALIZING)
          Kill that radio!
          Mottola turns off the radio.
          The alien aircraft STOPS. Hovers a moment.

          SGT. NANTZ
          They're tracking our signals! All
          radios, cell phones-- keep
          everything off!
          Everyone stares silently, tensely. Then...
          A single BEAM OF LIGHT suddenly shines from the alien craft.
          Then the alien aircraft MOVES FORWARD again. Slowly. But
          still heading their way.

          LT. MARTINEZ
          It's still coming... It's
          searching...
          Nantz grabs a PORTABLE RADIO.
          He looks around the bus, sees the little girl, Kirsten,
          ponytail in her hair. He leans down to her.

          SGT. NANTZ
          Hi. Could I have your, uh, hair
          thing?
          She stares, wide-eyed, at this fearsome, sweating marine.

                         KIRSTEN
          My... pony holder?
          Nantz nods. She pulls the PONY TAIL HOLDER from her hair,
          hands it to Nantz. He smiles. Briefly. Heads to the front.

          SGT. NANTZ
          Anything happens, Lieutenant, get
          the SAWS up front and take off with
          these kids.

                         

                         

                         

                         

          58.

          LT. MARTINEZ
          Sergeant...

          BUT NANTZ IS OUT OF THE BUS.

          EXT. STREET - CONTINUOUS

          Nantz runs down the street with the radio under his arm.
          Heading toward a GAS STATION.
          Nantz glances back, sees... The ALIEN AIRCRAFT SEARCHING the
          street below, getting closer and closer to the bus as...

          INT. BUS (STOPPED) - CONTINUOUS

          Amy and Kirsten pressed under seats, Michele covering them
          up... Hector closing his eyes in his dad's arms...
          The marines duck low, gripping their weapons.
          They hear the aircraft coming closer, almost above them.
          LIGHT starts shining through the windows as...

          EXT. STREET - CONTINUOUS

          Nantz, almost to the gas station, wraps the pony tail holder
          around the radio, looks back to see.
          The ALIEN AIRCRAFT STOP, HOVERING OVER THE BUS!
          Shining lights into it, scanning, scanning...

          INT. BUS - CONTINUOUS

          Hector's eyes widen, staring up at the light. Michele pulls
          the girls in closer, trying to calm them, herself.

                         MICHELE

                         (WHISPERING)
          It's gonna be okay, it's gonna be
          okay, it's all gonna be okay.
          Everyone freezes as the BEAM reflects off the walls, filling
          the space with a horrible bright light, exposing them as...

                         

                         

                         

                         

          59.

          EXT. STREET BY GAS STATION - CONTINUOUS

          Nantz presses the "Push to Talk" button on the radio as...
          The alien craft suddenly TURNS in NANTZ' DIRECTION.
          Nantz wraps the pony tail holder around the radio, keeping
          the button on it depressed so it's SENDING A CONSTANT SIGNAL.
          He slides the radio toward one of the GAS PUMPS...
          Keeps moving, diving BEHIND A VAN across the street.
          Nantz peers around it, sees...
          The alien aircraft HEADING FOR THE GAS STATION, descending.
          Nantz slams a grenade into the launcher on his M-16.
          The alien aircraft zooms at the gas pumps, its unearthly hum
          growing louder and louder as...

          NANTZ FIRES THE GRENADE.
          The GAS PUMP EXPLODES! A MASSIVE FIREBALL HITS THE ALIEN

          CRAFT!
          Nantz flattens himself to the street as...
          The ALIEN AIRCRAFT, trailing smoke and flames, thunders out
          of control RIGHT OVER HIM...
          Then CRASHES into a building... BLOWING APART!

          INT. BUS (STOPPED) - CONTINUOUS

          Marines ducking, civilians screaming as...
          DEBRIS from the alien ship BLOWS OVER THE BUS, burning pieces
          falling to the ground...

          EXT. STREET - CONTINUOUS

          Nantz runs out from behind the van, checks the remains of the
          burning alien aircraft, rifle raised.
          NO ALIEN inside. The ship is a DRONE.
          Nantz takes this in, then starts back for the bus.

                         

                         

                         

                         

          60.

          INT. BUS (STOPPED) - SAME

          Nantz runs back onto the bus as Stavrou pulls swiftly away.

          SGT. NANTZ

                         (TO MARTINEZ)
          That ship was an unmanned drone,
          lieutenant. And that alien we cut
          open had something in it receiving
          signals... They must have one
          helluva command and control center.
          Martinez pulls his map out, eyes Nantz.

          LT. MARTINEZ
          That was some real John Wayne shit,
          Sergeant.
          Nantz tries to shrug it away. But Martinez nails him.

          LT. MARTINEZ
          Don't do it again. We work as a
          team, Sergeant. We clear?
          Beat. Nantz nods.

          SGT. NANTZ
          We're clear, Lieutenant.
          Nearby, Imlay whispers to Mottola:

          PVT. IMLAY
          Who's John Wayne?
          Martinez looks up from the map, turns to Stavrou.

          LT. MARTINEZ
          Take the freeway, Corporal. Cuts
          half the distance off our drive.

          SGT. NANTZ
          Sir. We get on that freeway, we'll
          be exposed...

          LT. MARTINEZ
          It doesn't seem like we're much
          safer out here. We've got two
          shitty options-- I'm choosing the
          one that gets us there fastest.
          (then, quietly)
          We don't want to be in this area
          when the bombs start to fall.

                         

                         

                         

                         

          61.

          EXT. STREET BY FREEWAY - MINUTES LATER

          The bus bangs past a few stalled cars, cruising up a ramp,
          onto the freeway.

          INT. BUS (MOVING) - 10 FREEWAY - SAME

          Martinez and Nantz crouch near the front, keeping watch.
          From this elevated vantage point on the freeway, the big
          picture emerges IN THE DISTANCE:
          The BATTLE FRONT is moving east... A DEFENSIVE LINE of TANKS
          is visible, blasting away at aliens.
          SWARMS of DRONE AIRCRAFT engage F-18 JETS flying at them.

          LT. MARTINEZ
          Jesus...

                         (TO STAVROU)
          Double time, Corporal.
          The bus barrels forward, careening BETWEEN CARS, knocking
          some out of the way.

          LT. MARTINEZ
          Take the next exit. Head south.
          We're two clicks from the FOB.
          The bus drives onto the shoulder, past the sea of abandoned
          cars, heading to the off-ramp.
          Nantz appears uneasy. They are exposed on this freeway and
          he doesn't like it.
          He MOVES TO THE BACK, peering out windows, checking angles.
          Michele looks up as he passes, sees a GASH on Nantz' head.

                         MICHELE
          Your head, Sergeant. You're
          bleeding.
          Nantz touches his head, looks at the blood. He wipes it on
          his pants. Michele smiles at him softly.

                         MICHELE
          Bet when you woke up this morning,
          you didn't think your day would end
          up like this.

          SGT. NANTZ
          That's a pretty safe bet.

                         

                         

                         

                         

          63.

          SGT. NANTZ
          Hostiles. Back up. Now, go!
          Stavrou guns the BUS BACKWARDS, knocking abandoned cars out
          of the way...

          LT. MARTINEZ
          Guess you were right, Sergeant.

          CPL. STAVROU
          Incoming! Down! Down! Down!
          A projectile EXPLODES next to the bus! Sending CARS FLYING!
          SHRAPNEL TEARS A GIANT HOLE through the side of the bus.
          TWO 2nd SQUAD MARINES are instantly killed, blown clear out
          of the hole. Civilians screaming...
          Stavrou hits the gas, BACKING THE BUS UP the best he can.
          An ILLUMINATION heading toward them... BOOM!
          Another projectile DESTROYS AN OVERPASS behind the bus!
          Trapped. And ALIENS are STREAMING AT THEM in the distance.
          Stavrou works the shift, grinding gears, gunning the bus...
          BEHIND A CONCRETE DIVIDER close by the COLLAPSED OFF-RAMP.
          The off-ramp now dangles precariously: a 15-foot cliff-face
          of missile-scarred concrete and re-bar.
          Martinez looks over to Nantz, not sure what to do...

          SGT. NANTZ
          (to Martinez, low)
          Let's dismount, set up a perimeter,
          get the civilians down to the
          street.

          LT. MARTINEZ
          Stavrou, get down that ramp, secure
          the street! Kerns, Adukwu, help
          get the civilians off the freeway.
          Stavrou starts off the bus for the broken off-ramp.

          LT. MARTINEZ
          Harris, Imlay, give us overwatch up
          on the roof. The rest of you push
          out 20 meters, set up a perimeter.

                         

                         

                         

                         

          64.

          SGT. NANTZ
          And don't forget, aim chest, right!
          Imlay joins Harris, SMASHING THE SKYLIGHT out of the bus
          roof, CLIMBING OUT, taking position on the bus' roof.
          The rest of the marines EXIT THE BUS. Nantz grabs Adukwu.

          SGT. NANTZ
          Stay here with the civilians. As
          soon as Stavrou gives the sign, get
          them down to the street!
          Adukwu nods. Nantz starts off the bus.

                         HECTOR
          (looks up at Nantz)
          Are we gonna die?
          Nantz turns back to Hector. Manages a smile.

          SGT. NANTZ
          Course not, kid, we're the good
          guys.
          And Nantz is off the bus.

          EXT. BUS ROOF

          Imlay and Harris, prone, propped on their elbows, Imlay
          scanning through binoculars, sees...
          30-40 ALIEN FIGHTERS coming their way.

          PVT. IMLAY
          I got about three dozen hostiles,
          twelve o'clock. 300 meters now.
          Coming fast.

          EXT. 10 FREEWAY - SAME

          Nantz stands with Martinez at the concrete barrier. Nantz'
          scans the marines' positions.

          SGT. NANTZ
          Prepare to repel. Fix bayonets!
          This might get up-close and
          personal!
          Just a low CLATTERING now, the battle-rattle of Nantz and his
          men fixing BAYONETS to their rifles. Nantz-yells out:

                         

                         

                         

                         

          65.

          SGT. NANTZ
          Cpl. Harris!

          CPL. HARRIS
          Sir!

          SGT. NANTZ
          Being vastly outnumbered provides a
          marine rifleman with what?

          CPL. HARRIS
          A target rich environment, sir!

          SGT. NANTZ
          Marines. We stand here. Let these
          bastards know who they're fucking
          with.

          PVT. IMLAY

          2/5!
          Sporadic FIRE now, as the marines fire on the advancing
          aliens, still at a distance.

          EXT. OFF-RAMP - 10 FREEWAY

          Stavrou descends down the collapsed off-ramp, negotiating the
          fractured, angled slab of roadway.
          Kerns covers him above, from the freeway.
          Stavrou hits the ground, securing the area. He looks up at
          Kerns and gives him the "All Clear" sign. Kerns takes off...

          INT. / EXT. BUS - 10 FREEWAY

          Adukwu stands in.the bus, looking out to see Kerns running
          back to them, signalling. Adukwu turns to the civilians
          crowded behind him.

                         ADUKWU
          Okay, it's clear. We're gonna go.
          Amy and Kirsten, terrified, look up at Michele. She hurries
          the girls to the door of the bus as Kern runs up.

                         MICHELE
          It's okay. I'll be right behind
          you.
          Adukwu picks up Amy. Kerns picks up Kirsten.

                         

                         

                         

                         

          66.

          PVT. KERNS
          (takes a breath, telling
          them, himself)
          It's gonna be scary but we can do
          it, okay?
          An alien round flies through the bus, shattering the back
          window! The girls scream.
          Kerns and Adukwu race away, running with the girls... Rincon
          grabs Hector. He and Michele follow...

          RUNNING ACROSS THE FREEWAY...
          To the off-ramp. It seems like a long way off. They run
          past Correggio, rocking a SAW full auto. The FIRE is
          deafening.

          CPL. CORREGGIO
          Come on!! Come on!! Get some!
          Rincon and Michele, breathing ragged, feet pounding, look
          up... They're getting closer and closer to the off-ramp as...
          Alien rounds blow chunks of concrete off the roadway...
          UP AHEAD, Kerns and Adukwu rush the girls to the EDGE OF THE
          RAMP, hurrying to get them down as...
          Rincon and Michele REACH THE OFF-RAMP now.
          Kerns grabs Hector, HELPING HIM ANGLE DOWN THE OFF-RAMP,
          getting the boy safely handed down to awaiting Stavrou as...

          ON THE FREEWAY

          BANG! MOTTOLA TAKES A ROUND TO THE SIDE.
          Rincon spins, sees the marine drop, SCREAMING.
          Rincon looks back at Adukwu, who is busy getting Michele down
          the off-ramp now.
          Then Rincon looks back to the freeway, sees Mottola writhing
          in agony.
          Rincon runs to Mottola, kneeling next to him.
          Mottola looks up at Rincon, fear in his eyes.

                         RINCON
          It's okay, son. I got you.

                         

                         

                         

                         

          67.
          Rincon starts to PULL Mottola TOWARD THE OFF-RAMP...
          Struggling to get him to safety.
          Mottola's body starts to convulse. Rincon stops, tries to
          control him. Sees Mottola's eyes rolling back in his head.
          Then Rincon is horrified when he looks up to see...
          ALIENS RACING FORWARD... Heading his way!
          Moving in and out of the sea of abandoned cars.
          Rincon redoubles his efforts, pulling on the injured Mottola.
          As he does, he looks back up to see...
          The ALIENS ARE ALMOST ON TOP OF HIM now as...
          BANG! The first alien is shot by...
          Nantz, suddenly there, M-16 poised.
          Rincon looks from Nantz to... MORE ALIENS coming at them!
          No choice-- Rincon PICKS UP the injured Mottola's RIFLE.
          Scared, but resolute. He looks at Nantz.

                         RINCON
          What do I need to know?
          The slightest beat, then...

          SGT. NANTZ
          It's set to fire in three round
          bursts. We're low, so don't waste
          your shots.
          Rincon holds the M-16 against his shoulder, aiming.

                         RINCON
          Just sight down the barrel...?

          SGT. NANTZ
          And give 'em hell.
          Rincon sights down the barrel of his rifle at ONE ALIEN in
          the distance. He squeezes the trigger...

          BY THE FREEWAY OFF-RAMP
          Adukwu sees Rincon and the wounded Mottola now. He runs to
          them, incoming rounds WHIZZ by as...

                         

                         

                         

                         

          68.
          Adukwu bends over Mottola, seeing that he's dead. Adukwu
          closes Mottola's eyes as...
          An ALIEN APPEARS from behind a car, AIMING STRAIGHT AT
          ADUKWU. It is about to FIRE as...
          BAM! BAM! BAM! Rincon FIRES, blowing the alien away.
          Adukwu looks up, realizing Rincon just saved him.
          He,meets eyes with Rincon, who stares back, stunned a moment
          by his own actions. Adukwu immediately shouts a. warning.:

          PVT. ADUKWU
          Keep fighting!
          Rincon snaps back, turns to fire... A moment too late as...
          THUMP! Rincon is HIT. He falls.
          Adukwu grabs Rincon, sees the pain and fear in the civilian's
          eyes. Adukwu rips open packages of QuickClot, begins
          spreading the fast-clotting powder on Rincon's wounds as...,

          EXT. BUS ROOF

          Harris and Imlay firing... From this height, they can see the
          full expanse of freeway:
          More WAVES OF ALIENS coming, using abandoned cars as cover...

          CPL. HARRIS
          Shit, Lieutenant, we're gonna be
          overrun !

          BY THE BUS / ON FREEWAY
          Nantz and Martinez exchange a desperate glance on this. Then
          Nantz. looks around, assessing the situation.

          SGT. NANTZ
          Gimme two of your smoke cannisters!
          Martinez pops two canisters off, hands them to Nantz.

          LT. MARTINEZ
          Take someone to cover you!.
          Nantz turns, sees Correggio. Then he turns the other way,
          sees Kerns.

          SGT. NANTZ
          Kerns! Come on!

                         

                         

                         

                         

          69.

          PVT. KERNS
          Me, Sergeant?

          SGT. NANTZ
          I'm not worried about fightin' next
          to you, Kerns. Now let's go.
          A slight smile from Kerns on this as he follows Nantz...
          Who sprints low, scurrying between cars... 10... 20... 30
          yards closer to the enemy.
          Nantz and Kerns arrive at a large SUV.
          Kerns ducks low, covering Nantz. Nantz crouches, opens the
          gas tank...
          Unscrews the fuse from the smoke grenade body, tossing the
          canister aside... pulls the pin... flips the 'spoon' off...

          SGT. NANTZ
          Get ready to move on my word.
          Nantz holds the fuse over the open gas cap.

          SGT. NANTZ
          Now!
          Nantz drops the fuse into the gas tank.
          They go RUNNING BACK TOWARD THE BUS as...
          B0000M! The SUV EXPLODES in a ball of flames!
          Nantz and Kerns dive BEHIND ANOTHER VEHICLE, Kerns crouching,
          laying cover fire. Nantz pulls a fuse.

          SGT. NANTZ
          Again! Ready?!

          PVT. KERNS
          (pops up, fires)
          Ready!
          Nantz drops the fuse, they run... The CAR EXPLODES in flames!
          Nantz runs to ANOTHER CAR, making sure Kerns is with him.

          EXT. BUS ROOF

          Harris and Imlay see what Nantz is doing...

                         

                         

                         

                         

          70.
          He's creating a WALL OF FLAME... Funneling the enemy into
          one NARROW CORRIDOR!
          Forcing them through the OPENING between the CARS ON FIRE...

          PVT. IMLAY
          Damn, Sergeant sure as shit's
          ninja. He just gave us a kill
          zone, didn't he, Corporal?

          CPL. HARRIS
          Soon as they come through, blow 'em
          back to hell!
          The first alien appears THROUGH THE BURNING CORRIDOR. Imlay
          blows it away! Harris blows away the next... It's working!;.

          EXT. FREEWAY BY BUS

          Nantz and Kerns fall back BEHIND THE BUS, next to Martinez,
          Correggio and a 2nd squad marine.
          Along with Harris and Imlay on the bus roof, they are the
          only ones left holding the aliens off. All FIRE forward as...
          More and more aliens begin pouring through, braving the
          flames... Into the line of fire...
          Many aliens go down. But because of their sheer numbers,
          few start to make it through, FIRING BACK at the marines.
          Martinez sees the 2nd SQUAD MARINE go down in front of him.
          Martinez rushes to his side... HE'S DEAD.
          Martinez rises to shoot and...THWUMMP. Martinez is hit.
          He looks down, blood running over his belt. Shock on his
          face. He's been shot in the stomach.
          Martinez looks around...
          The remaining aliens now only cars apart from them.
          Two forces taking cover behind spraying glass and punctured
          metal, firing directly into the faces of their enemy.
          Martinez pulls himself together, struggling over to Nantz.

          LT. MARTINEZ
          Pull the men back... Pull 'em all
          back now, Sergeant. I'm gonna stay
          and cover.

                         

                         

                         

                         

          71.
          Nantz looks at Martinez about to say something. Sees the
          blood draining from his stomach, down his legs.
          Nantz grabs Martinez, pulling him up.

          SGT. NANTZ
          Lieutenant. We gotta get you outta
          here. No way we're leavin' you...

          LT. MARTINEZ
          I said I got it...

          SGT. NANTZ
          I'm not leaving you here to die.

          LT. MARTINEZ
          That's not your call, Sergeant.
          Now get your men outta here...
          He pushes Nantz away, looks around, the chaos slowing down
          for him. He reaches into his vest...
          Martinez hands the LETTER we saw earlier to Nantz. A moment
          between them.
          Nantz nods, then spins, moving, yelling to the men.

          SGT. NANTZ
          We're pulling back. Head to the
          lower street, now! NOW!
          Nantz runs toward the edge of the destroyed off-ramp, laying
          cover as the men head down.
          Harris and Imlay slide down off the roof of the bus, joining
          the others running to the off-ramp. Correggio sees...
          MARTINEZ STAYING BEHIND, shooting at the aliens, drawing
          their fire.

          CPL. CORREGGIO

                         (TO NANTZ)
          What about the lieutenant?

          SGT. NANTZ
          Keep movin', corporal! Go!
          All the men climb DOWN THE OFF-RAMP. Nantz turns to go back
          to get the Lieutenant himself, sees...
          Martinez hauling himself toward the rear of the bus.

                         

                         

                         

                         

          72.

          EXT. BUS

          Martinez, behind the back of the bus, struggles to breath,
          still drawing fire. Grabs his radio.

          LT. MARTINEZ

                         (TRANSMITTING)
          This is Lieutenant Bennie Martinez',
          U.S. Marine Corps!
          Aliens converge toward the back of the bus.
          Ten... Fifteen... Twenty ALIENS heading for the signal...
          Heading for Martinez.

          LT. MARTINEZ

                         (TRANSMITTING)
          1st Platoon, 2nd Battalion, 5th
          Marines!
          He turns, sees Nantz coming back for him...
          Martinez pulls a smoke canister from his vest... Holds it up
          for Nantz to see...
          Then unscrews the fuse, pops open the gas cap of the bus...

          ALIENS CLOSE IN ON MARTINEZ...
          Nantz turns, dives for cover as...
          Martinez drops the fuse into the gas tank...
          A flash of fear across his face as... Aliens are on him as...

          KABOOOOOOOOOOOOM! THE BUS EXPLODES IN FLAMES!
          Massive fire ball shooting 300 feet into the sky'!
          Nantz raises his head, debris raining down, sees...

          ALL THE ALIENS DEAD.
          His eyes wide at Martinez's sacrifice, the burden now on him,
          he's in charge of the men, the civilians...
          Nantz gets to his feet. Runs for the off-ramp.

                         

                         

                         

                         

          73.

          EXT. OFF-RAMP. LOWER STREET - CONTINUOUS

          Nantz drops down the destroyed off-ramp... Runs to the
          marines and civilians BEHIND THE ABANDONED VAN. He sees
          Adukwu working on Rincon, Hector crying in Michele's arms.

          SGT. NANTZ
          Package Mr. Rincon for transport.
          We've got to move...

          CPL. CORREGGIO
          Sergeant. Did you just leave Lt.
          Martinez back there?

          SGT. NANTZ
          Lt. Martinez stayed behind. He
          knew he was dying...

          CPL. CORREGGIO
          So you left him? Is that how it is
          with you?

          SGT. NANTZ
          He sacrificed himself to save our
          asses.
          (steps to Correggio)
          Now you get your head straight,
          Corporal. This is my unit now.
          Nantz looks at the men, who stare back, shaken.

          SGT. NANTZ
          Let's move. We need shelter...
          Those bombs are gonna drop!

          EXT. STREET - MOMENTS LATER

          A frantic dash through the street, rubble and fires all over.
          Marines carry the kids. HECTOR, in Harris' arms, head
          swiveling, eyes searching for his dad, sees... Imlay and
          Adukwu CARRYING rINCON, who appears lifeless.

          INT. BIG 5 SPORTING GOODS STORE - CONTINUOUS

          A dark, empty store. The marines burst in, aiming rifles.

          SGT. NANTZ
          Tighten this place down. See if we
          can establish communications. Hard
          line only! Nothing wireless.

                         

                         

                         

                         

          74.
          The marines move into position, covering windows and doors.
          Nantz turns to Michele, huddling with the kids.

          SGT. NANTZ
          Listen, we're out of the bomb
          zone... But when they fall, we will
          definitely be rocked. Make sure
          the kids are prepared for that.
          Hector suddenly breaks free, rushing forward.as Imlay and
          Adukwu enter with Rincon, setting him down.
          Nantz pulls blankets from a nearby rack, covering Rincon. As
          he does, we see a glimpse of Rincon's BLOOD-SOAKED CLOTHING.
          He is very pale. Blood flecks his lips.
          Hector stares into his father's face, eyes filling. Rincon
          touches Hector's face lightly.

          SGT. NANTZ
          It'll be okay. We'll get your dad
          fixed up.
          But when Hector looks to Nantz on this, he can't meet the
          boy's gaze. Hector can see this isn't the truth.

                         RINCON
          Listen to me, son. I'm not going
          to make it.
          (a slight beat)
          But you will.

                         HECTOR
          I don't want to go without you.

                         RINCON
          I know. But you have to. Now wait
          with Michele a minute. Let me talk
          to the sergeant.
          Reluctantly, Hector allows Michele to lead him away.

          SGT. NANTZ
          Mr. Rincon, we can take you and...
          Rincon turns to Nantz, steel-eyed.

          MR. RINCON
          Don't waste time, sergeant. You
          and I both know what's going on
          here.

                         

                         

                         

                         

          75.

          SGT. NANTZ
          I can't leave you...

                         RINCON
          No. You can't take me.
          Nantz is silent, at a loss.

          ACROSS THE STORE
          Imlay stares at a CLOCK on the wall, calls out:

          PVT. IMLAY
          Four minutes and those bombs drop,
          Sergeant.
          NANTZ looks over at this. But his expression is blank.
          He turns back to Rincon, who's staring straight into him.

                         RINCON
          I keep playing it over in my
          head... If I'd done things
          differently... Maybe I could have
          gotten Hector out earlier.

          SGT. NANTZ
          You can't look back. You make the
          best decision you can...
          A beat.

                         RINCON
          Just promise you'll get my son out
          of here, Sergeant.
          Nantz looks like he has the weight of the world on him.

          SGT. NANTZ
          I promise.
          Rincon holds out his hand. Nantz takes it, meeting his gaze.

                         RINCON
          I'm trusting you with the only
          thing I have in this world.
          Nantz stares, nods.

          CPL. HARRIS
          Sergeant! Hard wire connection!

                         

                         

                         

                         

          76.
          Nantz turns to see Harris behind a COUNTER, at a COMPUTER--
          an INTERNET CONNECTION on its screen.
          The marines crowd around, reading the ominous HEADLINE...
          "GLOBAL INVASION -- Alien 'Creatures' Attack From Oceans"
          PICTURES of ALIENS racing through urban streets, swarming
          over cars stuck in massive lines,of traffic...
          Underneath these pictures we see CAPTIONS, a litany-of doom:
          Battle: Tokyo... Battle: Cape Town... Battle: Los Angeles...
          Then a BUDDY LIST pops up on the screen, an INSTANT MESSAGE:
          'baby, is that you?'

          CPL. HARRIS
          Damn, that's Cherise...
          Harris quickly types back a response: 'you ok?'
          The message comes back: no, real scared.'
          Harris responds: 'where are you?'
          He hits SEND. But the message doesn't go through. He clicks
          the mouse. But the computer has frozen.
          Then 'Internet Connection Lost' pops up on screen.
          Everyone stares. Harris stands, walks from the computer.
          Stavrou watches him go as...

          ACROSS THE BIG 5 FLOOR
          HECTOR steps back to his dad's side. Rincon's eyes open
          slowly. He looks at Hector. Manages a small smile. Reaches
          out, wipes a tear from his son's face.

                         RINCON
          I'm very proud of you, son. You're
          being so brave...
          Hector throws his arms around his father, hugging him
          tightly.

                         RINCON
          I love you, Hector.
          Mr. Rincon smiles. His face peaceful. Hector is silent,
          tears rolling down his face.

                         

                         

                         

                         

          77.

          PVT. IMLAY
          Thirty seconds!

          CPL. STAVROU
          Get away from the windows! Get
          those kids behind cover!
          The marines back away from the windows into the center of the
          store, hunkering down with the civilians. Everyone stares at
          the CLOCK on the wall as it ticks...

          PVT. KERNS
          C'mon. Fry those bastards...

          PVT. IMLAY
          Those bombs drop, then everything's
          gonna change. Get to the FOB, get
          some goddamn ammo...

          PVT. KERNS
          Some goddamn food...

          CPL. CORREGGIO
          Some goddamn tanks.
          Beat. Everyone stares as... The CLOCK ticks to NINE...

          AND NOTHING HAPPENS.
          They wait. Fear grows on everyone's faces.

          PVT. KERNS
          They shoulda' dropped, right? We'd
          feel it from here, wouldn't we?

          CPL. CORREGGIO
          That much ordinance? They'd feel
          it in Nevada. Something's wrong...

          PVT. IMLAY
          Maybe it's good... Maybe we turned
          the tide...

          CPL. STAVROU
          Yeah, right, Imlay... 'Cause we
          were kickin' ass out there.

                         MICHELE
          What's happening, Sergeant? What's
          that mean?

          SGT. NANTZ
          I don't know.

                         

                         

                         

                         

          78.
          Adukwu quietly approaches Nantz now, voice low.

          PVT. ADUKWU
          Sergeant... Mr. Rincon is dead.
          Nantz turns, staring off at Hector, sitting by his father.
          It's all too much...

          SGT. NANTZ
          Jesus...
          Nantz takes a deep breath, his mind racing, the world closing
          in on him. He turns to Michele.

          SGT. NANTZ
          Listen, our Forward Operating Base
          is about a mile away. We have to
          go on foot. I'll need your help
          with Hector now.
          Michele nods. Watches as Nantz slowly walks to Hector.
          Nantz kneels by the boy.

          SGT. NANTZ
          I'm sorry Hector. Your dad...
          didn't make it. You understand?
          Hector, sobbing, overwhelmed by grief and fear, looks up at
          Nantz.

                         HECTOR
          I don't wanna be here. I want my
          dad back. I want it all to go back
          to the way it was before...

          AT. THE FRONT OF THE STORE.
          Stavrou, eyes on the still street, sees...
          TWO ALIEN SCOUTS appear. They crouch by a car.

          CPL. STAVROU
          Sergeant, we got hostiles in front.
          All the marines stiffen, the clatter of rifles being raised.
          But Nantz, tearing up himself, just stays focused on Hector.

          SGT. NANTZ
          Me too, Hector. I wish it could go
          back, too...

                         

                         

                         

                         

          79.

          STAVROU LOOKS OUT TO THE STREET
          MORE ALIENS appear now, moving TOWARD THE STORE.

          CPL. STAVROU
          Out of time, sergeant.

                         NANTZ
          Tries to lead Hector away. Hector struggles.

          SGT. NANTZ

                         (URGENTLY NOW)
          We have to go, Hector.

                         HECTOR

                         (CRYING)
          No! No! I want my dad!!!
          Nantz lifts Hector. We see Hector's face, stricken, staring
          back at his father as he's carried off.
          The other marines gather up Michele and the girls...
          And everyone is moving silently THROUGH THE STORE as...

          AT THE FRONT OF THE STORE
          CRASH! The plate glass window is SHATTERED as...
          An ALIEN smashes through it.
          The alien is very still, peering around. Then it begins to
          creep forward as...
          A SECOND ALIEN, then a third, a FOURTH follows, leaping into
          the store with sinewy power.

          AT THE REAR OF THE STORE
          Nantz peers out a BACK DOOR. It's clear. They MOVE OUT just
          as...
          MORE ALIENS leap in. They move in formation THROUGH THE
          STORE as...
          THE BACK DOOR silently shuts.

          QUICK CUT TO:

          EXT. ALLEY - CONTINUOUS

          As Nantz and the others slip out of the back...

                         

                         

                         

                         

          80..

          SGT. NANTZ
          Stavrou, Harris.

          CPL. HARRIS
          Yes, Sergeant.

          SGT. NANTZ
          Blow something up.

          CPL. STAVROU
          Yes, Sergeant.
          As the others RACE AWAY down the alley...
          Stavrou takes his rifle butt, SMASHES the WINDOW of a nearby
          CAR. Reaches in... Jams the car's gear into.neutral.
          As the massive Stavrou pushes the car AGAINST THE STORE'S

          BACK DOOR...
          Harris pulls his KA-BAR FIGHTING KNIFE.
          Harris.slides UNDER THE CAR... Punctures the GAS TANK.
          As Harris rolls away from the FLOW OF GASOLINE...
          Stavrou LIGHTS it. Both men RUN DOWN THE ALLEY.

          CPL. STAVROU
          Don't think they'll be comin' out
          that way...
          As... BOOM! The car, blocking the door, goes up in FLAMES.

          DOWN THE ALLEY
          Stavrou and Harris FALL BEHIND A BUILDING with the others.
          NANTZ, still holding Hector, looks off to a SIDE STREET..He
          signals to Kerns and Correggio.

          SGT. NANTZ
          Check it out.
          The two marines run down the alley to the SIDE STREET.
          Nantz sets Hector down. Looks the boy in the face.

          SGT. NANTZ
          This is the hardest thing you'll
          ever have to do...
          Michele, arms around Kirsten and Amy, watches Nantz.

                         

                         

                         

                         

          8.1.

          SGT. NANTZ
          But we'll get through it together.
          I promise, Hector.
          Hector nods, still crying. Nantz exchanges a glance with
          Michele, who moves to Hector, comforting him.
          Nantz steps away as Kerns and Correggio run up, reporting:

          CPL. CORREGGIO
          Looks good, both directions.
          Out of earshot of the civilians, Nantz spins to his men with
          fiery intensity.

          SGT. NANTZ
          We are not losing one more of these
          civilians. Period. Am I making
          myself clear?

                         (BEAT)
          Let's move.
          The group jogs silently DOWN THE ALLEY.

          EXT. STREET - LATER

          Nantz leads the group down the residential street, tidy
          bungalows on either side.

          CPL. STAVROU
          You okay, bro?

          CPL. HARRIS
          I hadn't a pushed Cherise to get
          married, she'd still be in Chicago.
          Suddenly, Nantz stops, fist raised. The squad halts as...
          A SOUND fades in, a deep RUMBLING.
          The marines FALL BEHIND CARS now, pulling the civilians down
          with them as the RUMBLING continues to BUILD.

          SGT. NANTZ
          Under the cars! Now!
          The marines frantically shed their packs, squirming UNDER THE
          CARS with the civilians, pulling the kids under as...

          A GIANT HOST OF ALIENS

                         

                         

                         

                         

          82.
          Rounds the corner in the distance, THOUSANDS'OF THEM, filling
          the street from sidewalk to sidewalk. An army on the move.
          NANTZ DRAGS HECTOR UNDER ONE CAR with him,' pulls the boy in
          close, gets his legs under the car, under cover, just as...
          The mass of aliens SWARM PAST, the ground shaking, RUMBLING.
          The humans HUDDLE UNDER THE CARS, peering out to see the legs
          and arms of the aliens flying by. Some bound OVER THE CARS,
          which bounce up and down, BANGING with the aliens' weight.
          The RUMBLING EBBS as the aliens disappear into the distance.

          EXT. STREET - LATER

          The squad moves in formation, surrounding the civilians.
          Little Kirsten comes up behind Correggio. He's surprised as
          she slips her hand into his. Correggio looks down, seeing
          how scared she is. He smiles, grips her hand tightly.
          Up ahead, Nantz leads, MAP in hand.

          PVT. IMLAY
          How far, sergeant?

          SGT. NANTZ
          One block over.
          Imlay smiles at Kerns.

          PVT. IMLAY
          We'.re gonna make it! Dude, we're
          gonna make it...
          But as they approach a CORNER... Nantz stops, exchanges a
          glance with his corporals.

                         MICHELE
          What's the matter?

          SGT. NANTZ
          The smell.
          An ominous beat. The squad moves down the dark street as...
          ASH FLOATS DOWN here from the sky... Like a beautiful early
          winter snow...

          THEN THEY TURN THE CORNER

                         

                         

                         

                         

          83.
          We slowly MOVE IN TIGHTER and TIGHTER on Nantz.
          Until we are CLOSE ON NANTZ' FACE.
          A REDDISH GLOW is reflected there. Nantz stops, looking
          horrified. We REVERSE to see...
          A DEEP BLACK COLUMN OF SMOKE rising into the night sky from
          NUMEROUS FIRES that rage within the fence line of...

          SANTA MONICA AIRPORT.
          As they approach the Forward Operating Base, the devastation
          is slowly revealed:
          CRASHED F-18 JETS and COBRA HELICOPTERS line the runways.
          BODIES and SMOLDERING MARINE VEHICLES litter the airfield.

          PVT. IMLAY
          Jesus... They wiped our Forward
          Operating Base right off the map.

          PVT. KERNS
          Now we know why those bombs never
          dropped. They took our jets out.

          CPL. CORREGGIO
          This was a dug-in marine Corps
          position that had armor, air and
          ground. Maybe we got nothing left
          to fight with...
          Michele MEETS EYES WITH NANTZ. His look tells us everything--

          THEY'RE LOSING THIS WAR.
          Nantz turns, spies an AIRPORT FIRE STATION by the runways.

          SGT. NANTZ
          Let's get under cover. Now.

          INT. DESERTED FIRE STATION - MOMENTS LATER

          The marines enter cautiously, rifles up. Then they hustle
          the civilians inside when it appears safe.

          SGT. NANTZ
          Lock this place down.
          The marines fan out, securing doors, checking windows as...
          Nantz kneels by Hector, tries to comfort him.

                         

                         

                         

                         

          84.

          SGT. NANTZ
          You're a brave kid. When this is
          over, you're going to be a hero.

                         HECTOR
          People always say that. "He's a
          hero."

                         (BEAT)
          No one even knows what a hero is.

          SGT. NANTZ
          Your dad was a hero.
          Hector just stares back.

          SGT. NANTZ
          He saved Pvt. Adukwu up on that
          freeway.
          Hector exchanges a glance with Adukwu. Something passes
          between them... One man died so another could live...

          SGT. NANTZ
          You save a marine under fire, you
          get a medal, y'know.
          Nantz pulls out a MEDALLION, the CREST of the 2/5 on it.

          SGT. NANTZ
          This is our medallion. It's yours.
          For your dad.

                         (SMILES)
          You're 2/5 now, Hector.
          Hector takes the heavy medallion, looks it over, pointing to
          the 2/5 MOTTO on it:

                         HECTOR
          What's that mean, "retreat hell?"

          SGT. NANTZ
          During World War I, an officer from
          our regiment was ordered to
          retreat. He said, "Retreat? Hell,
          we just got here!"
          Nantz is happy to see a slow smile from Hector now.
          Harris calls out:

          CPL. HARRIS
          We're secure, sergeant.

                         

                         

                         

                         

          85.
          Nantz stands on this, addresses the marines:

          SGT. NANTZ
          Listen up. We need ammo. Kerns,
          Adukwu stay with the civilians.
          The rest of us, let's move.
          Nantz puts a hand on Hector's shoulder.

          SGT. NANTZ
          I'll be right back.

          EXT. SANTA MONICA AIRPORT RUNWAY - MINUTES LATER

          Black plumes of SMOKE fill the night sky as Nantz and his men
          head silently toward the bodies of dead marines and aliens.
          The tarmac is a smoldering WASTELAND: Empty, bombed-out
          buildings on its outskirts, burning aircraft and vehicles
          litter the runways. Fires crackle.
          As they go, the marines rifle the pockets and pouches of
          their fallen comrades, pulling out any available ammo.
          IMLAY whispers a low, heartfelt refrain to the dead marines
          he searches.

          PVT. IMLAY
          Sorry, bro.
          He moves on to another fallen marine, searching.

          PVT. IMLAY
          Sorry, bro.
          Across the runway, Nantz pulls ammo from the pouch of a dead
          marine. Then looking up, he sees...

          A LAV-25 ARMORED PERSONNEL CARRIER. INTACT.
          Nantz moves to it. Then turns. A LOW WHISTLE from him and
          the marines look up. They hustle to Nantz. Everyone gives
          the LAV an excited once-over.

          CPL. STAVROU
          Looks like it just rolled off the
          goddamn assembly line!

          PVT. IMLAY
          Good job, Sergeant!

                         

                         

                         

                         

          86.

          SGT. NANTZ

                         (TO STAVROU)
          Can you drive this thing?

          CPL. STAVROU
          Hell, if it's got an engine,
          sergeant, I can drive it.

          SGT. NANTZ
          Good. Get it running.

          CPL. CORREGGIO
          Seems like vehicles are targets...

          SGT. NANTZ
          A minivan's a target, Correggio. A
          LAV with a Bushmaster chaingun...
          That's an asset.
          Imlay grins. Nantz motions to him, starting off.

          SGT. NANTZ
          Come on.

          PVT. IMLAY

                         (FOLLOWING)
          Me? Where, sergeant?
          Nantz points to the CONTROL TOWER, its windows blown out.

          SGT. NANTZ
          High ground. We need to see the
          big picture.

          INT. FIRE STATION - SAME

          Kerns has a tub of ice cream, scooping bowls for the kids.

          PVT. KERNS
          My dad's a fireman. They love
          their ice cream. Used to visit the
          firehouse with my little brother,
          they always had tons of it...
          (re. the kids)
          My brother's not much older than
          these guys.

                         MICHELE
          You don't look much older, either.
          She gazes at the kids, pain and anger washing over her.

                         

                         

                         

                         

          87.

                         MICHELE
          Is this day ever going to end?

          PVT. KERNS
          Maybe the Sergeant'll find a way
          outta here.

                         MICHELE

                         (SMILES)
          What's with you guys anyway?
          Doesn't anybody have a first name?

                         ADUKWU
          Emmanuel. Manny.

          PVT. KERNS
          Pete. You married? Family?

                         MICHELE
          I'm single. Lots of family back in
          Nebraska, though... Hopefully
          they're safe...
          She shakes the thought away.

                         MICHELE
          What about you guys?

          PVT. KERNS
          Little Rock.

                         ADUKWU
          Nigeria. I came here to be a
          doctor.

                         MICHELE
          You should be a surgeon, the way
          you cut into that thing...
          Adukwu smiles. Then his smile fades as he looks around.

                         ADUKWU
          Yeah. Maybe...

          INT. CONTROL TOWER - MOMENTS LATER

          Nantz enters with Imlay. They look around...
          The WINDOWS have been BLOWN OPEN. The wind rustles papers
          through the ghostly space, blowing them out into the night.

                         

                         

                         

                         

          88.
          On one desk, a COMPUTER is flashing a SLIDESHOW: Happy
          PICTURES of someone's family vacation.
          From this, high vantage point, they can see for miles...
          Nantz looks out one end of the control tower, sees all the
          way to the ocean...
          Then he turns, looks the other way, dead east...
          A vista of EXPLOSIONS, spreading-into the distance. ALIEN
          DRONE AIRCRAFT engage F-18s. One jet is blown up, spiralling
          to the ground.

          SGT. NANTZ
          Look how far east they've gotten.
          That's almost the whole city...
          Nantz looks out through BINOCULARS:
          Sees the HOLLYWOOD SIGN ablaze in the hills...
          Then pans to a mid-city area. Stops when he sees one
          quadrant of the city, blocks wide, SHIMMERING an INKY BLACK.
          Some kind of DARK ENERGY WAVE emanating from the ground.

          SGT. NANTZ
          What the hell's that?
          Imlay peers out.

          SGT. NANTZ
          There's zero activity there.
          And the area does seem completely devoid of activity-- No
          alien or human aircraft above it. Like a DEAD ZONE.

          PVT. IMLAY
          What are we gonna do, Sergeant?
          Nantz, panning with the binoculars, sees a CHOPPER TAKING OFF
          in the distance now.
          Nantz grabs a MAP on the desk, eyes roaming over it. Then
          looks back to where he saw the chopper.

          SGT. NANTZ
          That must be the alternate
          extraction site. Maybe we can
          evacuate the civilians there...
          He turns to Imlay.

                         

                         

                         

                         

          89.

          SGT. NANTZ
          Get them in the LAV. I'll radio
          for an evac helicopter... When I
          do, they'll be coming, so we have
          to move fast.

          PVT. IMLAY
          Think we can make it, Sergeant?

          SGT. NANTZ
          We're gonna give it one helluva
          try, Imlay.
          He reassures the young marine with each-word:

          SGT. NANTZ
          We're not dying here.

          INT. FIREHOUSE - LATER

          The marines, absent Nantz, surround the civilians
          protectively as they hustle them into the LAV.

          CONTROL TOWER - SANTA MONICA AIRPORT - MINUTES LATER
          Nantz standing alone with a RADIO PACK looking out into the
          black night, wind blowing through the tower.
          The LAV WAITS ON THE TARMAC below, engine running.
          Nantz takes a deep breath. Presses the button on the RADIO.

                         NANTZ

                         (TRANSMITTING)
          Any station, this is Foxtrot 2
          November. I have four civilians
          and seven marines, we're heading to
          Alternate Extraction Point Charlie.
          Requesting evacuation. I say
          again, this is Foxtrot 2 November
          heading to Alternate Extraction
          Point Charlie. Out.
          Nantz turns immediately, hurrying out.

          EXT. CONTROL TOWER - SECONDS LATER

          Nantz runs from the tower and climbs into the LAV.

                         

                         

                         

                         

          90.

          INT. LAV - CONTINUOUS

          Nantz sees the civilians and marines crammed together in the
          back amid gear and guns.
          He turns to Stavrou behind the wheel.

          SGT. NANTZ
          Use the thermal sight. No lights.
          Stavrou drives, spins away as Nantz climbs...

          INTO THE TURRET
          He mans the M-240 MACHINE GUN. Imlay beside him on the 25MM

          BUSHMASTER CHAIN GUN.
          Headlights off, running dark, Stavrou drives, peering through
          the THERMAL SIGHT.

          STAVROU'S POV THROUGH THERMAL
          Washed green, the city a war zone, massive destruction..
          An ALIEN DRONE winging toward the airport as...

          EXT. STREET, NEAR SANTA MONICA AIRPORT - LATE NIGHT

          The LAV moves fast in total darkness down a car-strewn
          street. Santa Monica Airport fading behind them, suddenly...
          BOOOOOOM-! Bright burst of light!
          And the Control Tower explodes in a ball of fire.

          INT. LAV - CONTINUOUS

          Nantz watches the alien drone fly off into the night.

          EXT. STREET - LATER - NIGHT

          Miles away, the LAV drives through a CITY STREET, surrounded
          by TALL BUILDINGS, the area a desolate wasteland now.

          INT. LAV - SAME

          Stavrou drives, hands gripping the wheel as he maneuvers
          carefully through wrecked abandoned cars.

                         

                         

                         

                         

          91.

          IN THE TURRET
          Nantz eyes a nervous Imlay.

          SGT. NANTZ
          Extract site's only a couple more
          miles, Imlay.
          Imlay nods back. Nantz peers down to...

          STAVROU, BEHIND THE WHEEL...
          Eyes focusing tensely through the thermal sight scope.

          THERMAL SIGHT POV
          Green wash of the city passing by. Tall, empty buildings all
          around... Suddenly, a big DARK OBJECT in the street!
          Stavrou SLAMS THE BRAKES. Civilians and marines in the tight
          passenger compartment are thrown around.
          Right in front of the LAV...
          A massive CRATER. The street's impassable.

          SGT. NANTZ
          We gotta go around.
          The LAV backs up, Nantz scanning the sky, gripping the M-240
          machine gun, trying to see out into the darkness...
          Then they TURN A CORNER... And a VIEW BETWEEN TWO TALL
          BUILDINGS is harrowing...
          FOUR ALIEN DRONE AIRCRAFT hovering... Then turning. Flying
          toward them.

          SGT. NANTZ
          Get ready, Imlay. Here they come.
          Stavrou looks out to see... A HELICOPTER in the distance.

          CPL. STAVROU
          Think I see our ride, sergeant!

                         SGT NANTZ
          Get us there. Cause we're about to
          get lit up.
          The alien drone ships are winging at them. They are only 200
          meters out when...

                         

                         

                         

                         

          92.

          SGT. NANTZ
          See what that Bushmaster can do,
          Imlay!
          Imlay OPENS UP on the 25MM BUSHMASTER CHAIN GUN.

          PVT. IMLAY
          Come on, you martian bastards!
          The Bushmaster is a rapid-firing CANNON spewing 200 rounds a
          minute, each capable of destroying a light tank.
          For once, the aliens are overmatched. The ALIEN SHIPS take
          HEAVY FIRE from the Bushmaster...
          One goes down IN FLAMES, the others PEEL OFF, flying behind
          buildings.

          PVT. IMLAY
          Where'd they go? Where'd they go?
          Nantz is scanning the sky, then...

          SGT. NANTZ
          Imlay, on your six!
          Imlay spins in the turret, picking up...
          The three remaining ALIEN AIRCRAFT coming back around.
          The lead alien ship FIRES!
          A ,CAR EXPLODES next to the LAV. Imlay rocks in the turret.

          PVT. IMLAY
          Son of a...
          Imlay targets, fires the Bushmaster...
          The lead alien ship is HIT, winging out of control INTO A
          SECOND SHIP. The TWO SHIPS EXPLODE into a building as...
          The FINAL ALIEN AIRCRAFT dodges the FIREBALL, flying straight
          at the LAV...

          SGT. NANTZ
          Getting close, Imlay...

          PVT. IMLAY
          I got it.
          Imlay FIRES a burst. The last aircraft is hit...

                         

                         

                         

                         

          93.
          It PINWHEELS TO THE GROUND, exploding into FLAMING WRECKAGE
          which hurtles RIGHT AT THE LAV.

          SGT. NANTZ
          Stand on it, Stavrou!
          Stavrou pushes it, TRYING TO OUTRUN the burning wreckage...
          Which is almost on top of the LAV as...
          Stavrou spins AROUND A CORNER, escaping.
          The wreckage explodes into a building behind them as...
          THUMP - THUMP - THUMP! The sound of a UH-1'Medevac ECHOES.

          PVT. IMLAY
          The chopper!
          Nantz looks out, sees the CHOPPER LANDING in the street.
          The LAV screeches up amid the RUBBLE and SMOKE.

          CPL. STAVROU
          Last stop!

          SGT. NANTZ
          Everybody out!
          The marines rush the civilians OUT OF THE LAV... Nantz and
          Imlay scrambling out last.

          SGT. NANTZ
          Pretty decent shooting, Imlay.

          PVT. IMLAY

                         (GRINNING)
          Goddamn, you did it, sergeant!
          We're gonna get these people out!

          EVERYONE RUNS TO THE CHOPPER.
          The marines begin loading the civilians in, the old-school
          CREW CHIEF hopping off to help the kids in.

                         CREW CHIEF
          You are in the middle of the shit,
          Sergeant! Everything's been pulled
          back.

          SGT. NANTZ
          What are you talking about?!

                         

                         

                         

                         

          94.

                         CREW CHIEF
          We've lost most of our air assets.
          We're abandoning Los Angeles. This
          city's done...!
          (to the pilot)
          Let's go!
          The chopper powers up, Nantz SCRAMBLES ON with the others.

          INT. EVAC HELICOPTER - CONTINUOUS

          The CHOPPER BEGINS TO LIFT OFF. As it rises, Nantz gazes out
          at the CITYSCAPE. He sees fires, wreckage everywhere. Then
          he looks off to see...

          THE BLACK DEAD ZONE SHIMMERING NEARBY
          Nantz watches the HELICOPTER BANK TOWARD THE BLACK ZONE. But
          as it gets closer...
          The HELICOPTER DIPS precipitously, suddenly losing altitude.
          The kids SCREAM. The marines hang on.
          Nantz sees the PILOT STRUGGLING with the controls. The
          HELICOPTER'S GAUGES are going crazy.
          The pilot BANKS HARD AWAY from the area, reversing course.
          And the helicopter STABILIZES.

          SGT. NANTZ
          What the hell happened?!

                         CREW CHIEF
          Something there was playing hell
          with our power!
          Nantz stares at this. Then notices Hector watching. him.
          He sees the 2/5 MEDALLION clutched tightly in Hector's hand.
          Sees the words "Retreat Hell."
          Nantz looks back at the MYSTERIOUS BLACK PATCH of cityscape.
          Then he turns to the crew chief.

          SGT. NANTZ
          Set us back down!

                         CREW CHIEF
          What?!
          The other marines in Nantz' unit look over, alarmed now.

                         

                         

                         

                         

          95.

          SGT. NANTZ
          We need to recon that area!

                         CREW CHIEF
          We can't land! May not have power
          to take off again...
          Nantz looks out. Spies a BUILDING with a FLAT OPEN ROOF. He
          points to it.

          SGT. NANTZ
          Then we'll rope down!

          CPL. CORREGGIO
          What the hell, sergeant? What's
          going on?

          SGT. NANTZ
          There's something over there... We
          could be the only ones left here to
          figure out what it is.
          (to the others)
          Let's go, marines.
          The marines look frightened, confused. They start to pull
          themselves up. ROPES are dropped from the chopper as it
          hovers over the building...

          SGT. NANTZ
          NOW! Go! Go!
          The marines start to RAPPEL DOWN, one after another as...
          Nantz exchanges a glance with Michele.

          SGT. NANTZ
          They'll get you safe.
          He smiles at the girls. Then turns, nods at Hector. Puts a
          hand on his shoulder. A BEAT.

          SGT. NANTZ
          See you soon, buddy.

                         HECTOR
          What are you gonna do?

          SGT. NANTZ
          We're gonna fight.
          Nantz turns, grabs a ROPE, drops out of the chopper.

                         

                         

                         

                         

          96.

          EXT. BUILDING ROOFTOP - CONTINUOUS

          As the chopper hovers, Nantz drops to the roof, hunkers down
          with the other marines. Nantz watches the evac helicopter
          fly off to safety.
          Then he turns to the marines, who stare back hopelessly,
          clearly at their lowest point.

          PVT. KERNS
          Why'd we get off the chopper,
          Sergeant?

          SGT. NANTZ
          'Cause we have a job to do.

          PVT. IMLAY
          But we were getting out...!

          CPL. CORREGGIO
          You have some hunch and now we're
          stuck out here in the shit?!

          SGT. NANTZ
          That's right. This fight's not
          over.

          CPL. CORREGGIO
          Sergeant's gonna get us killed!
          Just like my brother.
          A beat. Nantz eyes Correggio. It's laid open now.

          SGT. NANTZ
          Believe me, Correggio, I grieved
          for every marine I ever lost...
          Nantz looks around now, from marine to marine.

          SGT. NANTZ
          But we are in the fight of our
          lives right now. And our duty is
          to keep moving forward. Keep
          fighting. That's how we honor men
          like your brother, Correggio. And
          Lt. Martinez. And Hector's father,
          who saved Adukwu's life. He wasn't
          trained for that. He just picked
          up a rifle and did what needed to
          be done. If a civilian can do
          that...

                         (MORE)

                         

                         

                         

                         

          97.
          SGT. NANTZ (cont'd)
          Well then I better square my shit
          away and do whatever I have to do
          to defeat this enemy. But I can't
          do it alone.
          Nantz stares. The tension is palpable.

          SGT. NANTZ
          I need you men. And maybe we'll
          die fighting today. Not because
          we're heroes. But because we're
          goddamn United States marines, and
          always will be.

                         (BEAT)
          I'm willing to give my full measure
          for you. I'm hoping you'll do the
          same for me.
          A BEAT, glances exchanged. THEN ALL THE MARINES RISE AS ONE.

          CPL. STAVROU
          Sergeant. We'll follow you to hell
          and back.
          Nantz smiles, nods.

          SGT. NANTZ
          Good. 'Cause that's where we're
          going.

          EXT. STREET - MOMENTS LATER

          The squad is moving in unison, covering all around,
          approaching the LAV. They jump in.

          INT. LAV - CONTINUOUS

          Stavrou fires it up, drives off as... Nantz eyes the jumble
          of gear. He grabs his COMBAT SHOTGUN, a portable RADIO,
          which he makes sure is OFF...
          Then an olive case marked: GLTD. He stuffs it in his pack.

          PVT. IMLAY
          Laser target, sir?

          SGT. NANTZ
          Might have to get some cruise
          missiles in here.

          PVT. IMLAY
          Shit, yes, Sergeant.

                         

                         

                         

                         

          98.

          CPL. STAVROU

                         (CALLING OUT)
          Hostiles. Twelve o'clock.
          Nantz looks up to see...
          ALIEN SOLDIERS appearing on the street now.
          Nantz goes back to stuffing his pack.

          SGT. NANTZ
          Just hit the gas, Corporal. We got
          plenty of armor.
          Everyone looks up at this. Then looks out to see...
          The aliens attacking, FIRING on the LAV as...
          Stavrou floors it, ALIEN FIRE pinging off the LAV's armor
          as... SPLAT!!!

          STAVROU MOWS THROUGH THE ENEMY LINE.
          Nantz looks out the back to see some ALIENS STAGGERING AWAY.

          SGT. NANTZ
          Reverse, Corporal.

          CPL. STAVROU
          Aye, aye, Sergeant.
          As he BACKS UP, mowing back over the remaining aliens... The
          marines cheer.

          EXT. STREET - LATER

          The LAV cruises slowly. Nantz stares forward.
          The BLACK DEAD ZONE looms ahead... As they get closer, it
          seems like the whole area is absent of light. A black hole.
          Nantz stares out, about to answer when the LAV LURCHES, then
          lurches again. Stavrou REVS the engine.

          SGT. NANTZ
          What's going on?

          CPL. STAVROU
          Losing power, Sergeant. Gauges are
          dropping... losing voltage...
          The LAV slows. The engine skips. Then the LAV DIES.

                         

                         

                         

                         

          99.

          SGT. NANTZ
          Stavrou?

          CPL. STAVROU
          She's dead, Sergeant.
          Nantz looks around, warily. The streets are quiet, deserted.

          SGT. NANTZ
          All right, dismount. Grab anything
          you think we can use.
          The men nod, and move OUT OF THE LAV to...

          EXT. STREET - CONTINUOUS

          Correggio and Kerns on one side of the street, Stavrou and
          Harris on the other. Imlay with Adukwu. Nantz watches his
          men move forward, covering each other's advance. Scanning'
          the buildings, searching for targets...
          Then Nantz halts them. They crouch together, peering at...
          The middle of the DEAD ZONE just ahead of them. It is very
          dark. No lights are visible from any source. The men SWEAT.

          PVT. IMLAY
          Hot as hell here.

          CPL. CORREGGIO
          No lights.

          PVT. ADUKWU
          My watch stopped.

          SGT. NANTZ
          Something's generating heat.
          Messing with our electronics.
          Sucking up all the power...
          Nantz scans the street. The sweat dripping into his eyes.

          SGT. NANTZ
          Where would you put a critical
          asset if you wanted to protect it?
          Or hide it?

          CPL. HARRIS
          Underground.
          Nantz points to A SUBWAY ENTRANCE AHEAD.

                         

                         

                         

                         

          100.

          INT. SUBWAY ENTRANCE - MOMENTS LATER

          The squad runs to the subway entrance, stopping just inside.

          SGT. NANTZ
          Harris, Adukwu, stay here, watch
          the street.
          Harris and Adukwu nod. Taking position at the entrance.
          Nantz motions to the others.

          SGT. NANTZ
          Let's go.
          Nantz leads Stavrou, Correggio, Kerns and Imlay down the
          stopped escalator to the SUBWAY PLATFORM.
          Nantz stands, gazing around at the empty subway platform.
          Silent. Spooky. A train is stopped. Doors open. It is
          dark, the only light bleeding in from the street above.
          He motions Stavrou to guard against anything coming from
          above. Then he moves forward with the others.
          A huge number of BIRDS line the dark cavity above the train
          tracks, taking cover themselves, roosting quietly.
          Nantz sees a DOOR in the tunnel wall, heads to it.
          He pulls his KA-BAR KNIFE out, sticks the blade into the door
          jam, pops the DOOR OPEN. Nantz turns to Correggio and Kerns.

          SGT. NANTZ

                         (QUIETLY)
          You two stay here, watch our backs.

                         (TO IMLAY)
          Imlay, come with me.
          Nantz and Imlay slip through the doorway.

          INT. UNDERGROUND SERVICE HALLWAY - CONTINUOUS

          Nantz and Imlay stand very still, peering down the long, dark
          hall, looking for movement. Nantz motions and they move
          forward silently, guns ready.
          They turn a corner and stop. It is PITCH BLACK here.
          Nantz clicks on his flashlight. They move forward. After
          only a few feet, the FLASHLIGHT DIMS AND DIES.
          Imlay clicks on his flashlight.

                         

                         

                         

                         

          101.

          SGT. NANTZ

                         (WHISPERING)
          No. Save it. Something is killing
          anything electronic we use.
          Imlay clicks his flashlight OFF. But now we see...
          A dim light ahead. Nantz and Imlay creep forward, very
          slowly. Turn a corner, see...
          A STRANGE LIGHT at the end of the hallway. THE LIGHT GLOWS
          fiercely, as if it's shining through the floor.
          Nantz, silhouetted by the light, signals Imlay to stay put.
          Nantz steps forward, toward the strange glow of light. As he
          approaches, he realizes it's coming through...
          An IRON GRATE in the floor.
          Nantz moves to the grate, kneels, PEERING DOWN INTO...

          A MASSIVE SUBWAY TUNNEL
          Fifty feet wide, the dim tunnel has been further EXCAVATED.
          It is a huge CAVERN now, extending off into the distance
          further than Nantz can see.
          The huge space is illuminated by MASSES OF ALIEN MACHINERY.
          An ELECTRIC HUM FILLS THE AIR.
          Tending the machinery: DOZENS OF ALIENS, bigger than the
          others.
          One of the ALIENS TURNS, focusing up, right at Nantz.
          Nantz spins, runs back into the darkness. Calling to Imlay:

          SGT. NANTZ
          Run, Imlay! Run!
          BANG. The iron GRATE FLIES into the air.

          INT. DIFFERENT PART OF UNDERGROUND SERVICE TUNNEL

          Nantz and Imlay, race along in the dark. They hear POUNDING
          FOOTSTEPS of the alien pursuing him.
          A glimmer of LIGHT ahead. Along the floor. It is, a DOOR.
          They burst through a DOOR, into...

          A DIM STAIRWELL.

                         

                         

                         

                         

          102.
          Nantz follows Imlay UP THE STAIRS as...
          The STAIRWELL DOOR below is SMASHED OPEN.
          Nantz spins, swinging his shotgun. HE FIRES.
          BOOM! The blast ILLUMINATES the huge ALIEN, filling the
          stairwell with its horrible bulk.
          Nantz backs up the stairs, pumping the shotgun, firing...
          Each blast ILLUMINATES THE ALIEN in a STROBE EFFECT. The
          alien moves up the stares. Nantz KEEPS FIRING.
          The NOISE IS DEAFENING in the enclosed space.
          Then the SHOTGUN RUNS DRY. And we're left IN DARKNESS.
          Imlay clicks on his FLASHLIGHT, revealing...
          The ALIEN at Nantz' feet, its strange "hand" on his boot.
          Nantz, terrified, aims at the alien, waiting to see if it
          will move. It doesn't.

          INT. SUBWAY PLATFORM - MOMENTS LATER

          Nantz and Imlay re-enter, running up to join the others.
          Up the stairs, by street-level, Harris and Adukwu keep watch.
          Harris motions: "ENEMY TROOPS".
          Nantz nods. Signals for all the marines to head down the
          stairs. The marines gather around Nantz. To Harris:

          SGT. NANTZ
          How many?

          CPL. HARRIS
          Hard to tell. A lot.

          SGT. NANTZ
          I think I got their attention.
          Nantz kneels. He opens his pack, pulls out the radio and the
          case marked GLTD.

          SGT. NANTZ
          Look. There's something big down
          in the tunnels. It's sucking up a
          lot of power, could be a major
          Command &.Control asset.

                         

                         

                         

                         

          103.
          Nantz stares at his men.

          SGT. NANTZ
          We need to destroy it.

          PVT. KERNS
          But we got no jets left, right,
          Sergeant?

          SGT. NANTZ
          Hopefully, they can still fire
          cruise missiles from Pendleton or
          Vandenburg... I'll radio in a
          strike, paint the target from the
          street. You know what that means.
          The man nod solemnly.

          PVT. IMLAY
          We gotta hold 'em off long enough
          to paint the target.

          CPL. STAVROU
          If we can get a transmission out
          before the radio dies...

          CPL. HARRIS
          And the targeting laser lasts long
          enough for command to get a lock on
          the target.

          CPL. CORREGGIO
          Hell, dying's easy, ladies.
          Everything else takes balls, right?
          They all laugh softly.

          SGT. NANTZ
          Let's do it.
          He takes a deep breath, raises the radio, and TRANSMITS:

          SGT. NANTZ

                         (TRANSMITTING)
          Any station, this is Foxtrot 2
          November. Priority Fire Mission. I
          have identified a major enemy
          command and control asset-- located
          grid 459083. 1 WILL BE LASING.

                         

                         

                         

                         

          104.

          COMMAND (V.0.)
          Foxtrot 2. You have visual
          confirmation of this C&C asset? We
          can't waste resources.

          SGT. NANTZ
          Affirmative. They're building a
          huge complex underground... I think
          it's the head of the snake.
          Repeat. I will be...

          THE RADIO GOES DEAD.
          Alien fire EXPLODES now, rocking the station.
          BOOM! BOOM! BOOM! Nantz and the marines cover their heads
          as the station starts to come apart, chunks of concrete fall.
          The walls crack. Dust fills the air.
          Nantz SCREAMS as a chunk of concrete FALLS ACROSS HIS ANKLE.
          Then, it's over. All is silent. Nantz, GRIMACING in PAIN,
          strains to lift the concrete chunk off his ankle. He GROANS.
          The marines rise. Pale, sweating, Nantz hobbles to his feet.
          He slings his rifle, and carrying the GLTD, hurries on his
          bad ankle to the stairs.
          Nantz looks up. Rubble nearly fills the stairway. There is
          only a small opening of daylight near the ceiling.
          The men all unclip their web gear, begin climbing.

          EXT. DOWNTOWN LOS ANGELES STREET - MOMENTS LATER

          A chunk of rubble falls from the pile at the subway entrance,
          and Nantz emerges, rolling down the pile to the street.
          The other marines follow, set up a perimeter as..,.
          Nantz takes cover behind a berm of rubble, DROPPING down,
          flattening himself to the ground.
          He sets the GLTD (LASER DESIGNATOR) up on top of the pile.
          Nantz removes his flack jacket and places it over the laser
          designator.

          SGT. NANTZ

                         (TO HIMSELF)
          Here we go...

                         

                         

                         

                         

          105.
          Nantz switches on the TARGETING LASER.
          A RED BEAM OF LIGHT shoots from the designator to a fixed
          point in the center of the street.
          Nantz looks up to see...
          The street fill with ALIEN SOLDIERS rushing out now.

          PVT. IMLAY
          Here they come!
          The marines FORM A PERIMETER AROUND THE LASER, OPENING UP on
          the aliens as...
          The mass of aliens surges forward like a wave.

          SGT. NANTZ
          Hold them back! We have to keep
          the laser on target!
          Nantz FIRES. An alien goes down. He picks another target
          and FIRES. The alien staggers, keeps coming. Three more
          rounds and the alien goes down.
          But the rest KEEP COMING... closing in...

          FOLLOWING THE BEAM OF THE LASER BACK TO NANTZ.
          Nantz is picking his targets. AIMING, FIRING... Turning,
          finding targets, reloading, the aliens getting closer...
          Then his rifle runs dry.
          NANTZ pulls his sidearm. He aim, FIRES, shooting a closing
          alien in its 'heart.' It drops.
          Rounds impact around Nantz as he shoots another alien...
          Then the next. The next. Then his sidearm is out of bullets
          as... An EXPLOSION rips near Nantz.
          Knocking the laser away.
          Nantz struggles...TO THE LASER. RE-AIMING it as...

          MORE ALIENS POUR INTO THE STREET.
          The marines are pushed into a SMALL CIRCLE around the laser.
          Fighting nearly back to back.

                         

                         

                         

                         

          106.
          Kerns is HIT. He is thrown to the ground, but is back up,
          arm bleeding, firing.
          An alien RUSHES AT CORREGGIO who spins just in time, FIRING
          repeatedly until the alien goes down.
          Stavrou swings his rifle butt, SMASHING another alien. It
          staggers back. Stavrou puts numerous rounds into it.
          An alien reaches ADUKWU, knocking him to the ground, about to
          blast him...
          Harris runs the alien through with his bayonet, twisting and
          firing his rifle at the same time. The alien falls.
          The marines are FIGHTING AS ONE.
          All focused on SURROUNDING NANTZ. THEN THE LASER DIES.
          Imlay notices the laser beam is gone.

          PVT. IMLAY
          Did we get a lock!?

          SGT. NANTZ
          I don't know!
          Then... An ear-splitting NOISE. The marines look up, see...

          A CRUISE MISSILE COMING STRAIGHT DOWN THE STREET!
          Nantz looks up at his men, yelling:

          SGT. NANTZ
          INCOMING! Fall back! This way!
          Nantz and his men begin BACKING AWAY. Firing as they do,
          trying to hold off the aliens.
          Nantz, limping on his injured ankle, GOES DOWN. Correggio is
          there to help him up.

          CPL. CORREGGIO
          Think you just twisted your ankle,.
          sir.
          And through it all, Nantz still smiles at this.

          SGT. NANTZ
          Don't stop!! We're too close to
          the impact point!!
          The marines start running as...

                         

                         

                         

                         

          107.

          MORE CRUISE MISSILES APPEAR, RIPPING TOWARD THE GROUND...
          BOOOOOM! The first missile strikes!
          Then another...and another ...BOOOOM! BOOOOM!
          A piercing WHISTLE sounds. Nantz looks into the sky as...
          Suddenly KABOOOM!!! A 2000 pound laser-guided ARTILLERY
          SHELL explodes INTO THE GROUND...
          THE GROUND HEAVES UP. A MASSIVE EXPLOSION of fire and smoke
          erupting from beneath the surface.

          A SHOCK WAVE BURSTS OUT FROM THE IMPACT POINT.

          THE MARINES ARE ENVELOPED... DISAPPEARING as...
          Buildings shatter, cars are tossed, flames erupt.
          Then SILENCE descends a moment. Only the crackle of flames,
          falling glass. The dust and ash settles in a grey haze.
          Nothing could have survived this. BEAT. Then...
          A FIGURE RISES UP out of the grey destruction.

          SGT. NANTZ

          MARINES!
          AS ONE, the men rise out of the ash, standing tall.

          SGT. NANTZ

          ON ME!
          The marines fall in. A PHALANX with Nantz at its center.

          SGT. NANTZ

          FIRE!
          They move forward. Precise. Deadly. FIGHTING AS ONE.
          The seven remaining marines POUR FIRE on the mass of aliens.
          The Drone Ships fall from the sky, EXPLODING on the ground.
          The aliens, in disarray, are mowed down. The rest FLEE.
          And as the smoke drifts away, there is silence again.
          Nantz looks up to see...

                         

                         

                         

                         

          108.
          HIS MEN. His warriors. Standing with smoking weapons, ready
          for more. Correggio staggers up, covered in dust, bloody.

          CPL. CORREGGIO
          You know what, Sergeant? My
          brother said you were a bad ass.

                         (SMILES)
          I had no idea...

          SGT. NANTZ
          Your brother was one helluva
          marine, Correggio.

                         (SMILES BACK)
          So are you.

                         CUT TO:

          INT. MEDEVAC HELICOPTER

          Nantz sits in the rumbling chopper. Surrounded by his
          marines. Imlay stares out at the city below.

          PVT. IMLAY
          Man, it's quiet.

          CHOPPER PILOT (V.0.)
          They're in full retreat throughout
          Los Angeles, heading back into the
          ocean. Units are mopping up.
          On this, Nantz turns to his SQUAD. Beat.

          SGT. NANTZ
          This has been a hell of a battle.
          Plenty of other battles to go.
          Everybody good with that?
          The marines don't hesitate.

                         MARINES
          Yes, Sergeant!

          CPL. CORREGGIO
          Well, uh, actually, Sergeant...
          there's this girl I was supposed to
          meet up with tonight...

          SGT. NANTZ

                         (SMILES)
          I'm sure she'll understand.
          Nantz looks at his marines.

                         

                         

                         

                         

          109.

                         NANTZ
          I think you men earned the right to
          call yourselves marines today. I'm
          damn proud of every one of you.
          Retreat!?

                         MARINES

          HELL!

                         ALL

          2/5!!!



                         THE END