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Starman Movie Script

Writer(s) : Bruce A. Evans, Raynold Gideon

Genres : Adventure, Drama, Romance, Sci-Fi

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                                        "STARMAN"

                                      Screenplay by

                            Bruce A. Evans and Raynold Gideon

                              with Dean Riesner (uncredited)

                                       DRAFT SCRIPT

                

               FADE IN:

               EXT. HIGHWAY - NIGHT

               The wail of a siren grows out of the distance and very faintly 
               through the fog we see the headlights and flashing blue rack 
               lights of a police car coming toward us. It drops into a 
               dip, reappears almost immediately, hurtling down the center 
               of the deserted highway. It gets closer and closer until the 
               lights and siren fill our senses then zooms past us.

               INT. POLICE CAR - NIGHT

               A frightened SECURITY GUARD is tensed forward off the back 
               seat, his hands clutched into the fabric between the two 
               regular POLICE OFFICERS in front.

                                     GUARD
                              (an edge of fear in 
                              his voice)
                         It's coming up... Slow down...
                              (he points out between 
                              them)
                         There, right there...

               Through the windshield we can see the headlights pick up a 
               billboard announcing a 'new' housing development.

               EXT. HIGHWAY - NIGHT

               The squad car skids off the asphalt in front of the sign and 
               starts up a rutted dirt road. The sign tells us we are headed 
               for 'Pinewood Estates,' a housing development financed by 
               the Farmers Bank of Wisconsin.

               INT. POLICE CAR - NIGHT

               The Security Guard is becoming more agitated. He wipes a 
               cold sweat off his brow. The blue flashers reflect off the 
               fog onto the faces of the men. Suddenly the Security Guard 
               lunges forward and slaps off the rack lights and siren.

                                     OFFICER
                              (startled)
                         Benny, God, take it easy...

                                     BENNY (GUARD)
                         I don't want to scare them away.

               The two Police Officers exchange an indulgent look.

               EXT. HOUSING TRACT - NIGHT

               Using only its parking lights, the police car creeps up the 
               dirt road between skeletons of unfinished houses.

               INT. POLICE CAR - NIGHT

               The windows are rolled down. Periodically one of the men 
               leans out for a better look at the terrain around them.

                                     SECOND OFFICER
                         Smells smoke...

                                     BENNY
                         I told you.

               EXT. HOUSING TRACT - NIGHT

               The police car comes around a curve on the hillside and stops. 
               Above them on the next hill, a necklace of embers from a 
               grass fire and a burning tree flicker through the fog. The 
               men get out of the car.

                                     BENNY
                              (loud whisper)
                         There!! Up on the hill!!

               The officer steps forward for a better look. Benny hangs on 
               his shoulder.

                                     BENNY
                         Right in line with that burning tree.

                                     OFFICER
                         I don't see anything.

                                     BENNY
                         It's there. The fog's thicker now, 
                         but it's there. What do you think 
                         started those fires?

               The officer strains to see through the fog.

                                     OFFICER
                         Benny, there's nothing there.

                                     BENNY
                         There is. They came out of the belly 
                         of the ship and then went to the 
                         first terrace and flew down into the 
                         houses.

                                     OFFICER
                         Flew?! Oh, come on Benny...

               The second officer is peering intently at something down 
               among the houses.

                                     OFFICER
                         You hear that, Mike? Now he's telling 
                         us...

                                     MIKE (SECOND OFFICER)
                         What's that?

               Benny and the officer look to where Mike is pointing. What 
               appears to be the beam of a powerful headlight bobs among 
               the houses below them. Further into the track another beam 
               of light moves slightly from right to left but seems otherwise 
               stationary.

                                     BENNY
                         What did I tell you?

                                     OFFICER
                         Probably kids.

               One of the lights rises over a house and settles on the other 
               side.

                                     MIKE
                              (not convinced)
                         Probably...

               EXT. HOUSING TRACT - NIGHT

               A light shines directly into our eyes. As it swings away 
               from us we realize that it was the searchlight on the police 
               car which is idling along the dirt road with its running 
               lights off. The fire on the hill gives the fog down here a 
               red tint.

               INT. POLICE CAR - NIGHT

               The police officers are beginning to feel anxious. Benny's 
               nervous fidgeting in the back seat doesn't help them any.

                                     BENNY
                         Don't you think you should call a 
                         backup?

                                     OFFICER
                         No, we can handle this.

               EXT. HOUSING TRACT - NIGHT

               The police car passes a road perpendicular to the one it is 
               on. A couple of houses down that road a faint glow spills 
               over the sides of an industrial dumpster. As we watch we 
               hear an eerie high pitched whistle, a shaft of light slowly 
               rises out of the metal box and seems to fly off between the 
               houses.

               INT. FINISHED HOUSE - NIGHT

               As a humanoid silhouette passes in front of the picture 
               window, a shaft of light floats by in the fog outside. The 
               silhouette continues around to look at the kitchen. It raises 
               a hand to eye level. There is a sharp "SNAP" and a hard-edged 
               cone of light shoots out of the darkness to capture the inside 
               of the kitchen and pulls back a three-dimensional image of 
               stove, sink, cupboards, electrical fixtures and walls to the 
               silhouette.

               EXT. HOUSING TRACT - NIGHT

               The police car is parked in the middle of the dirt road. 
               Benny and the officers are intent on a light that reaches 
               them only in strobes as it moves through the houses in the 
               direction of the fire on the hill. The police searchlight 
               swings onto the house.

                                     OFFICER
                              (over outside speakers)
                         This is the police. Identify 
                         yourselves.

               It is deathly silent.

               Carrying a shotgun the officer motions Benny and Mike to fan 
               out on either side of him and, guns drawn, they cut across 
               the tract to where they last saw the bobbing light.

               The fog quickly isolates them, heightening their fear. Each 
               man becomes acutely aware of the loudness of his breathing 
               and the crunch of his footsteps on the ground. They drift in 
               and out of visual contact with each other.

               Benny freezes as he hears a burst of the high pitched whistle 
               sweep by on his left. He turns slowly to see, through the 
               ribs of an unfinished house, a shaft of the white light 
               pointing at a cement mixer.

                                     BENNY
                              (to the officers, his 
                              voice cracking)
                         There's one over here...

               The brilliant light swings toward him. Benny, his hands 
               trembling, raises the gun.

                                     BENNY
                         Stop!! Police!!

               The light fixes on Benny and terrified he shakes off a couple 
               shots. The light goes out immediately.

                                     MIKE
                              (in Benny's direction)
                         What happened?

                                     BENNY
                         I think I shot one.

                                     MIKE
                         Jesus, Benny. What are you doing?

               INT. FINISHED HOUSE (BEDROOM) - NIGHT

               We are looking at the back of the humanoid figure. It crosses 
               to a high window and looks out. The reddish tinge of the fog 
               outlines him.

               EXT. HOUSING TRACT - NIGHT

               The men strain to see something through the silent fog.

                                     OFFICER
                         You see anything, Mike?

               Before Mike can answer, a strange percussive clicking sound 
               is heard. He pumps a shell in the chamber of his shotgun and 
               swallowing his fear moves toward the voices. They stop.

                                     OFFICER
                         This is the police. Identify 
                         yourselves.

               Benny, his flashlight throwing a feeble beam in front of 
               him, inches around the house looking for what he shot at. He 
               gets to where it should be but it's not there. His light 
               searches the area. There is nothing but a stack of lumber. 
               Shaking visibly he shuffles to it and peers around its corner. 
               Nothing. Benny relaxes and allows himself to breathe again.

                                     BENNY
                              (shouts to the officers)
                         You wanna give me some help over 
                         here.

                                     MIKE
                         Okay...

               Benny continues around the house. He flashes his light into 
               a doorway. There is nothing but framing. When he moves on, a 
               figure steps out of the darkness to fill the space, then 
               raises its arms. With a sharp snap cylindrical devices swing 
               off its wrist into its hands.

               At the corner of the house Benny hears the snap and stops. 
               The high pitched whistle starts behind him. He stumbles around 
               to face a brilliant white light flying directly at him. Benny 
               screams in terror and fires at it. The light swerves and a 
               laser streak from one of the hand rockets sears Benny's chest 
               and knocks him to the ground in pain. Holding his shoulder 
               he watches the light rise and fall erratically between the 
               houses.

               The officers watch in awe as the beam wobbles through the 
               air, then crashes to the earth.

                                     OFFICER
                         Mike, call for back-up.
                              (shouting)
                         Benny, you all right?

                                     BENNY
                         I don't think so...
                              (clutching his shoulder)

                                     OFFICER
                              (waving the beam of 
                              his flashlight, shouts)
                         Benny, this is me. I'm going to take 
                         a look.

               Benny's beam flashes back.

                                     BENNY
                         Don't leave me. I'm coming.

               The two men begin to trot toward the light. It swings wildly 
               around and, accompanied by the high-pitched whistle, starts 
               to stagger back up the hill. Benny and the officer break 
               into a run. They are on their way up the hill when the light 
               in front of them crashes to the earth. It rolls over and 
               lays still, the beam shooting straight up into the air. Benny 
               and the officer slow their pursuit, terrified of what they 
               might find. Suddenly a high-pitched whistle is bearing down 
               on them from behind. Before they can turn a light rockets 
               over their heads. With a rumble the hill begins to vibrate. 
               As they follow its flight, they see lights beginning to ripple 
               to life across the skin of a saucer-shaped spacecraft resting 
               at the edge of the forest on top of the hill. With a rumble 
               the hill begins to vibrate. Frightened, the officers stop.

               INT. FINISHED HOUSE - NIGHT

               The humanoid figure walks rapidly down the hall into the 
               kitchen. An indistinct image plays on the inside of its 
               faceplate and we hear the faint sounds of a percussive 
               language. Through the window over the sink we can see the 
               lights of the spaceship.

               The rockets flip into the humanoid's gloved hands and it is 
               airborne out the open back door.

               EXT. HOUSING TRACT - NIGHT

               From the road Benny and the officer watch as the humanoid 
               figure that just blasted over them flies between the trees 
               and into the white light emitting from the underbelly of the 
               spacecraft. The noise from the ship's power plant is deafening 
               as it begins to rise above the trees.

               With Mike at the wheel the police car, its rack lights 
               flashing, fishtails up the dirt road and slides sideways to 
               a bone-jarring stop next to Benny and the officer. As they 
               jump out of the way they find themselves facing into the 
               super white beam of the figure that was in the house. They 
               are between it and the ship. At the angle that it is coming 
               up the hill, the light looks like it is heading directly for 
               them. This is too much for the officer and in terror he raises 
               his shotgun and fires wildly at it. The figure veers off and 
               disappears into the fog.

               With an awesome roar the spacecraft reaches escape velocity 
               and hurtles into the night sky. The concussion waves knock 
               Benny and the officers off their feet.

               EXT. COUNTRY ROAD - NIGHT

               The escaped figure's light comes out of the fog at tree 
               height. We hear the high-pitched whistle of its rockets. A 
               burst of percussive language comes from behind the faceplate.

                                     SUBTITLE
                         Lander four to Mapmaker Wind. Fix 
                         position for rescue. Repeat. Fix 
                         position for rescue.

               EXT. HOUSING TRACT - NIGHT

               The fires on the hillside have been renewed. Shaking, Benny 
               and the officer rise to their feet and start toward the light 
               shafting straight up from the figure lying on the hillside. 
               The only sound is police chatter coming out of the radio in 
               the open squad car.

               EXT. LOGGING ROAD - NIGHT

               An 18-wheeler with a load of logs lumbers past us.

               INT. TRUCK - NIGHT

               It feels cozy with the wipers slapping the rain off the 
               windshield. The DRIVER is trying to steal a cigarette out of 
               his snoring PARTNER'S pocket without waking him up. He gets 
               one and reaches for the lighter.

               EXT. COUNTRY ROAD - NIGHT

               The escaped figure banks around a blind corner.

               INT. TRUCK - NIGHT

               The driver gets a glimpse of something in his headlights and 
               slams on the brakes, but it is too late. The figure hits the 
               spoiler above the cab. We hear the smack of impact. One of 
               its boots scars the windshield.

               EXT. COUNTRY ROAD - NIGHT

               The figure bounces off the jack-knifing truck and like a 
               wounded bird tumbles through the air into the trees. With 
               the light spinning crazily, it plunges through the boughs 
               and smashes face first into the mud at the bottom of an 
               embankment. The strip lights on the sides of its helmet go 
               out.

               EXT. TRUCK - NIGHT

               The driver and his partner, standing in the shafts of the 
               high beams, are peering into the woods.

                                     PARTNER
                         What the hell was it anyway?

                                     DRIVER
                         Damned if I know.

               EXT. WOODS - NIGHT

               The figure thrashes over on its back and tries to close a 
               shoulder-to-hip tear in its life-support suit. By the faint 
               identification light that flickers on and off inside its 
               helmet, we see a MAN FROM THE STARS. His skin is translucent 
               coral. He is gasping as our atmosphere mixes with his and 
               threatens to suffocate him.

               Under his translucent skin a maze of veins and arteries extend 
               from a white mass that sits in the upper half of his head. 
               He is hairless. Underneath a graceful fore-head, transparent 
               eyelids droop over black pupilless eyes. The thin lips that 
               delineate his mouth are chalk-white.

               He tries to clutch the edges of the tear together but is too 
               weak. His hands drop limply from the suit, allowing the rent 
               to gape open and reveal the translucent body underneath.

                                     PARTNER (V.O.)
                         Come on. I'm getting wet.

                                     DRIVER (V.O.)
                         It musta been a bird.

                                     PARTNER (V.O.)
                         How about if I drive now?

               Behind the faceplate a piece of white light breaks off from 
               the shining mass in the STAR MAN'S head and moves down his 
               neck. Through the hole in the suit we see it arrive at the 
               top of his single lung. The white light spreads throughout 
               the organ like a phosphorescent tide. The STAR MAN lapses 
               into unconsciousness as we hear the truck pull away.

               INT. HELICOPTER (COCKPIT) - DAWNBREAK

               A light rain is falling.

               We are looking through the windscreen at the gray landscape 
               passing under the helicopter. MARC SHERMIN, a grizzled man 
               in his mid-fifties with an honest stubborn face, shifts his 
               attention from the right side to the left side of the craft. 
               Below him he can see the road leading into the housing tract 
               is blocked by police cars. The helicopter leans into a banking 
               turn and the spacecraft's blackened landing site comes into 
               view. Below it an orange nylon tent has been erected over 
               the dead extraterrestrial. It glows from the inside. An Air 
               Force helicopter is parked on the other side of the burn.

               EXT. HOUSING TRACT - DAWNBREAK

               A man in a white contamination suit is helping Benny and the 
               two officers into the Air Force helicopter. The three men 
               are glassy-eyed and wrapped in blankets. Benny has a bandage 
               across his chest. They look up at Shermin's descending 
               helicopter. They are still looking at it when they disappear 
               inside.

               Shermin's unmarked S65 settles on the clearing. The nose 
               door is open and Shermin, carrying the hood of his 
               contamination suit, comes down the ladder. A tall homespun 
               man, also in a hoodless contamination suit, steps forward to 
               greet him.

                                     MAN
                              (around a cigarette)
                         Major Aaron Bell...

                                     SHERMIN
                         Marc Shermin, National Security 
                         Agency.

               Shermin takes a moment to look over at the tent, the green 
               hillside and the forest beyond. It is pastoral in the soft 
               light of dawn.

                                     SHERMIN
                         This has always been my favorite 
                         time of day.

                                     MAJOR BELL (MAN)
                         Very beautiful country up here...

                                     SHERMIN
                         Any signs of biological contamination, 
                         excessive radiation, anything like 
                         that?

                                     MAJOR BELL
                         Not on the landscape. We're trying 
                         to get a tube under the faceplate 
                         for a reading on possible deadly 
                         lifeforms but it's hard going.

                                     SHERMIN
                         Can you see under the faceplate?

                                     MAJOR BELL
                         No.

               Bell's hands shake as he lights a new cigarette off the one 
               in his mouth.

                                     SHERMIN
                         There's a good chance you could be 
                         wrong about this thing then...

                                     MAJOR BELL
                         Wait'll you see it.

               He throws away the cigarette and begins to put on his 
               contamination hood. Shermin follows as they start for the 
               tent.

                                     MAJOR BELL
                         We had a flight of F16's play tag 
                         with the spaceship over Michigan for 
                         an hour. Then it shot straight up 
                         and disappeared.

                                     SHERMIN
                         Was there visual contact?

                                     MAJOR BELL
                         No, sir. Radar.

                                     SHERMIN
                         It could have been anything.

               EXT. BLACKENED LANDING SITE - DAWNBREAK

               Hooded, Bell and Shermin make their way past three suited 
               scientists examining the landscape with geiger counters and 
               other sensing instruments. With the coming of dawn and Bell's 
               handlight we can clearly see the pod indentations and the 
               huge black glass cup of earth that was fused by the energy 
               blasting out of the spaceship's power plant.

                                     MAJOR BELL
                         After I called in, I had a chance to 
                         sit down with the three locals. They 
                         swear there's another one that didn't 
                         make the ship... It might be alive.

                                     SHERMIN
                         People have made mistakes in these 
                         situations before.

                                     MAJOR BELL
                         I've been investigating sightings 
                         for seventeen years, Mr. Shermin. 
                         This one's real. We have a dead extra-
                         terrestrial in that tent and another 
                         one in the area that might be alive. 
                         We've been visited. It's finally 
                         happened and the sooner Washington 
                         accepts that and starts figuring out 
                         how we're going to deal with these 
                         beings, the better off we're going 
                         to be.

               EXT. FOOT OF EMBANKMENT - DAWNBREAK

               It is still raining.

               The STAR MAN stirs and awakens with a start. He parts the 
               tear in his suit and looks at his lung through his translucent 
               body. It has changed in color from brown to a rich yellow 
               ocher. He takes several deep breaths of our atmosphere and 
               his lung expands and contracts easily. He conducts a quick 
               inventory of his damaged spacesuit, then struggles to his 
               knees and stands up.

               INT. BIOQUARANTINE TENT (HOUSING TRACT) - DAWNBREAK

               The sound of a powerful slow-speed drill greets Bell and 
               Shermin as they enter. The extraterrestrial is still on its 
               back with its helmet lights shining straight up. A hose that 
               extends from a portable gas chromatograph has been suction-
               sealed to a corner of the faceplate. A SCIENTIST is making 
               adjustments at the chromatograph while his COMPANION is 
               monitoring the progress of the drill into the faceplate. 
               Both are wearing contamination suits.

               A foam-lined coffin-shaped metal box is on the ground next 
               to one of the walls. Bell and Shermin approach the body. 
               Shermin's first look is at the faceplate, but all he can see 
               is his own reflection. His eyes travel down the body.

                                     MAJOR BELL
                         Look at the hands.

               The gloved hands of the figure have only three fingers and a 
               thumb.

               Shermin takes Bell's flashlight. He angles it at the 
               faceplate. As he leans in to follow the beam, the pitch of 
               the drill rises. He shifts the light. The drill breaks through 
               and the faceplate explodes out of the helmet. The men throw 
               themselves back in panic. When they turn back to look, 
               distorted impressions of the face inside the helmet reflect 
               on the glass of their contamination hoods. (Pause)

                                     SHERMIN
                         Oh, Jesus.

                                     MAJOR BELL
                              (moving toward the 
                              body)
                         We better get it into the box. Come 
                         on...

               The other men approach the body but before they can bend to 
               it a burst of percussive language, followed by a low buzz, 
               comes from inside the extraterrestrial's helmet. The men 
               freeze. There is another burst of percussive language and a 
               projection beam shoots out of the helmet throwing the image 
               of the escaped STAR MAN onto one of the scientists. He jumps 
               aside and the beam falls out of focus and indistinct on the 
               tent wall behind him.

                                     SUBTITLE
                         Mapmaker Wind. Do you hear me?

                                     SHERMIN
                              (incredulous)
                         The other one is alive!

               EXT. FOOT OF EMBANKMENT - DAWNBREAK

               The STAR MAN is standing. We hear the sounds of his percussive 
               language coming from behind his mirrored faceplate.

                                     STAR MAN
                              (subtitle)
                         Mapmaker Wind. Do you hear me?

               His answer is nothing but the low buzz. He taps a series of 
               buttons on his chest panel and speaks again.

                                     STAR MAN
                         Mapmaker Wind. Do you hear me?

               Again the buzz.

                                     STAR MAN
                         Mapmaker Wind. Do you hear me?

               The buzz continues. He is very still for a moment. Then he 
               presses the palms of his hands together, prayer fashion, and 
               concentrates. When he pulls them apart, a blue force field 
               pulses between them. He stops at shoulder width. A solarized 
               aerial view of the United States forms on the force field. A 
               green dot appears in the area of western Wisconsin, a red 
               dot in the area of Death Valley, California. He drops his 
               hands to his lap and sits very still. The solarized compass 
               remains floating in the air in front of him. After a long 
               moment he reaches up and squeezes it into a ball that 
               disappears when his palms come together.

               INT. HELICOPTER - DAWNBREAK

               Shermin steps through the open bay door into a communications 
               room. The radar and radio consoles each have a TECHNICIAN. A 
               third technician, LYMAN, sits in front of a square of six 
               medium-sized television screens.

                                     LYMAN
                         Is it for real?

                                     SHERMIN
                         Get Fox.

               Lyman taps a code into the computer keyboard. There's a shower 
               of static on one of the TV screens. When it clears up GEORGE 
               FOX, mid-forties, hair slicked straight back, round wire-
               rimmed glasses, is peering intently into the camera.

                                     SHERMIN
                              (before Fox can speak)
                         It's real, George.

                                     FOX
                         There's no mistake? You're absolutely 
                         sure?

                                     SHERMIN
                         I saw it with my own eyes. We've 
                         killed an extraterrestrial and...

                                     FOX
                         Is there any possibility that it's a 
                         hoax? Could you be mistaken?

                                     SHERMIN
                         None. And there's another one in the 
                         area that's alive. I don't know if 
                         it's the only one. I don't know if 
                         it was left here by accident or it's 
                         part of an inva...

                                     FOX
                         Get the body out of there. Load it 
                         on the Air Force chopper and get it 
                         to Wright Patterson. They'll take it 
                         from there... We didn't expect this, 
                         Shermin.

                                     SHERMIN
                              (answering the 
                              accusation)
                         Neither did I.

               Major Bell enters the helicopter.

                                     FOX
                         We're going... Damn!
                              (he shakes his head 
                              in disbelief)
                         We'll tell the press that there was 
                         an accident. Chemical warfare spill. 
                         That cover cannot be violated in any 
                         way. Understand me, Shermin?

                                     MAJOR BELL
                         Major Bell here, sir. We have to 
                         tell these people that we're friendly. 
                         That this whole thing was a mistake. 
                         Is anyone trying to contact the ship?

                                     FOX
                              (ignores this)
                         Shermin, I want you and Bell to start 
                         looking for the one on the ground.

                                     SHERMIN
                         We'll need a lot of help, George. 
                         You could hide an army up here.

                                     FOX
                         I'm going to the White House right 
                         now. I'll try and get you everything 
                         you need.

                                     SHERMIN
                         Wait, wait... What are my orders if 
                         we find this thing?

               Fox sits silently for a second.

                                     FOX
                         Contain it and get back to me.

                                     SHERMIN
                         What do you mean by 'contain?'

               Fox knows Shermin is looking for a definite order.

                                     FOX
                         Just what I said.

               The television screen is reduced to static. Shermin stares 
               at it blankly then Lyman turns it off.

               EXT. HOUSING TRACT - MORNING

               The lift off of Shermin's helicopter reveals contamination -- 
               suited scientists slipping the dead extraterrestrial's coffin 
               into the Air Force helicopter.

               EXT. WOODS - DAY

               The STAR MAN, still in his life-support suit, looks surreal 
               in the twilight world under the canopy of firs. The morning 
               rain has gone. A hum of traffic pulls him across the hill to 
               a stand of alders that border the forest. Through the leaves 
               he can see a highway entering the sprawl of Eau Claire, 
               Wisconsin. The cars and trucks zipping along the asphalt are 
               of particular interest to him.

               When he has absorbed them he walks through the trees to get 
               a better look at the town. On the wind he can hear shouts 
               from students boarding a line of yellow buses in front of a 
               grade school off to his right. Suburban houses have begun to 
               snuggle up to the base of the hill he is on.

               Keeping to the tree line well above them he continues his 
               search for an avenue of escape. His head swivels to watch a 
               Volvo station wagon come down the street. It swings into the 
               driveway of the house directly below him and stops next to a 
               Mustang Hatchback. The back door opens and JENNY HAYDN, a 
               pretty girl in her mid-twenties, gets out carrying a crudely 
               lettered be-ribboned sign 'Welcome Back, Mrs. Haydn.' Female 
               voices drift up to the STAR MAN from inside the car.

                                     VOICES
                         It was great to have you back... The 
                         kids loved it. We loved it. You're 
                         doing the right thing...

               EXT. HOUSE - DAY

                                     JENNY
                         I hope so... We'll see... See you 
                         tomorrow... Bye. Bye.

                                     VOICE
                              (as the Volvo backs 
                              out of the driveway)
                         Remember you're required to have a 
                         lesson planned tomorrow.

               Jenny laughs and waves. With the Volvo moving away up the 
               street Jenny picks her newspaper off her walk and goes into 
               the house.

               EXT. HILLSIDE - DAY

               The STAR MAN presses on through the trees. He hears a light 
               plane overhead. He stops and watches until the branches cut 
               off his view. A path between two logs leads him to the tip 
               of a promontory. From behind the cedars growing there, he 
               sits and looks down on the center of Eau Claire.

               Arm in arm, a YOUNG COUPLE meander through the trees. The 
               boy has a blanket over his shoulder and the girl's hair is 
               disheveled. Without seeing him, they walk past the STAR MAN 
               crouched in a thicket of small pines. After they've gone by, 
               he straightens up and watches them walk down toward the 
               highway.

               EXT. HILLSIDE - LATE AFTERNOON

               The sun is setting over suburban Eau Claire. The colors are 
               reflected in the STAR MAN's faceplate as he watches Jenny 
               push a hand mower over her back yard.

               He takes a dusty gray marble out of a leg pocket and while 
               Jenny finishes the lawn he rolls it between his gloves. It 
               turns a glowing gold as it grows in size. When it reaches 
               the dimensions of a baseball, he brings it close to his 
               faceplate and speaks into it.

                                     STAR MAN
                              (subtitles)
                         Iron channel message. Suit and rockets 
                         destroyed. Radical mixture of this 
                         atmosphere and ours in helmet allowed 
                         chemo-ion response time to adapt my 
                         body to this air. Am going to attempt 
                         extreme transformation in order to 
                         cross land mass to site of our 
                         practice landings. If transformation 
                         is not fatal, second message ball by 
                         next darkness.

               He opens his hands and the ball rises quickly into the sky. 
               Jenny is dumping the grass clippings into a garbage can at 
               the side of the house when the sudden motion of the message 
               ball catches her eye and she watches it quizzically until it 
               disappears.

               EXT. WISCONSIN SKIES - LATE AFTERNOON

               We are on the belly of Shermin's helicopter looking at the 
               tree tops rushing underneath.

               INT. HELICOPTER - LATE AFTERNOON

               Shermin is standing back of Lyman and Bell who are seated in 
               front of the square of television screens watching various 
               shots of the wooded landscape flowing by under them. Shermin 
               scrubs his hands over his face then bends over to stretch 
               his back.

                                     SHERMIN
                         Aghh... I'm supposed to umpire a 
                         little league game tomorrow.

                                     LYMAN
                         I wouldn't worry about it... There 
                         might not be any little league 
                         tomorrow.

               Pause.

                                     MAJOR BELL
                         I'm telling you they're probably 
                         friendly.

                                     LYMAN
                         Then why did they try and sneak in 
                         the back door? Tell me that. Why 
                         didn't they contact us first and 
                         say...

                                     RADAR TECHNICIAN
                              (loud)
                         UFO coming out of the grass.

                                     SHERMIN
                         Lock in.

                                     RADAR TECHNICIAN
                         Got it.

               Lyman and the technicians tap out orders to their tracking 
               units and the views of the forest on three of the television 
               screens change to images from their microwave scanners, 
               neutron back scatters and doppler radar. On a fourth screen 
               the forward-looking infrared module begins creating a picture 
               of the UFO. The men relax as they recognize the configurations 
               of a light sea plane.

                                     LYMAN
                         This is crazy. What were we going to 
                         do if that had been the ship? We 
                         have two thirty calibre machine guns, 
                         three M16's and some handguns.

                                     SHERMIN
                         Give it a rest, Lyman.

                                     MAJOR BELL
                              (after a pause)
                         I've never once heard of anybody 
                         being hurt by an extraterrestrial...

               Shermin goes hand over hand along the overhead straps to the 
               radio operator. He begins to flip through a stack of telex 
               messages.

                                     LYMAN
                         That's because the ones that were 
                         hurt, died. They couldn't talk to 
                         you.

                                     SHERMIN
                              (to technician, after 
                              a look at Lyman)
                         Any reports about monsters, people 
                         in Halloween masks, anything like 
                         that?

                                     TECHNICIAN
                         No, but there sure were a lot of 
                         people who saw lights in the sky 
                         last night. Reports are still coming 
                         in.

                                     MAJOR BELL
                              (under above)
                         I've heard of blood being drawn, 
                         sometimes they were taken for a ride 
                         in the ship, a lot of times they 
                         said they had sex... But nobody was 
                         ever hurt...

                                     LYMAN
                         But you decided those weren't real. 
                         This one is.

               There is a buzz and a red dot appears in the center of one 
               of the screens.

                                     LYMAN
                              (over his shoulder to 
                              Shermin)
                         Fox.

               He taps a three digit code and Fox comes into view.

                                     FOX
                         I've got something for you.

               A photograph of a very thin slab of yellow plastic pops up 
               on a second screen next to Fox. Above lines of glowing colored 
               dots are symbols of a hydrogen atom, pulsars, a nude man and 
               a woman and Earth's position in our solar system.

                                     FOX
                         Recognize this?

                                     MAJOR BELL
                         It's a copy of the plaque NASA sent 
                         into space on the Pioneer probes.

                                     FOX
                         Houston found it in the 
                         extraterrestrial's suit.

                                     MAJOR BELL
                         They must have picked it up in space.

                                     SHERMIN
                         Then it's not an accident that they 
                         found us.

                                     FOX
                         We don't think that's necessarily 
                         bad. At least it's a point of contact.

                                     SHERMIN
                         Not necessarily bad! If they knew we 
                         were here why didn't they let us 
                         know they were coming?

                                     FOX
                         We'll get those answers when you 
                         find the one you're looking for.

                                     SHERMIN
                         That's not going to happen, George, 
                         unless you get us the help you 
                         promised us.

                                     FOX
                         We've been back and forth on this 
                         all day and keeping in mind the panic 
                         that would occur if this got to the 
                         general public, it's been decided 
                         not to expand the search at this 
                         time.

                                     SHERMIN
                         Don't let them do it this way, George. 
                         It's too important. We can't find 
                         this thing alone.

                                     FOX
                         You have to. We're trying to contact 
                         the ship. If we do, I'll let you 
                         know immediately. Good luck.

               The television screen is reduced to static. Lyman shuts it 
               off.

                                     RADAR TECHNICIAN
                         You get the feeling we're expendable?

                                     SHERMIN
                         We always were.

               EXT. HOUSE - NIGHT

               We are looking through the living room window at Jenny 
               watching television while she irons the clothes she plans to 
               wear to work tomorrow. The STAR MAN stands just outside the 
               light-fall in the back yard watching her.

               A commercial interrupts the old movie with a jolly fat MAN 
               in a jumpsuit touting his used cars. The two words 'We 
               have...' are repeated constantly during the pitch. 'We have 
               automatics... We have sticks... We have colors... We have 
               financing...' ...

               We move in close on the STAR MAN'S faceplate.

                                     STAR MAN
                              (practicing the human 
                              sound)
                         Wehave...
                              (more precise)
                         Wehave...
                              (well-formed)
                         Wehave...

               Jenny finishes the skirt, unplugs the iron, picks up the 
               clothes, shuts off the television, the light and heads 
               upstairs. Half way up she stops.

                                     JENNY
                              (faint through the 
                              glass)
                         Damn!

               She turns around and looks down indecisively, then hurries 
               upstairs. A light goes on in the bedroom. The STAR MAN backs 
               away to look up at it. He can't see anything. He is on his 
               way to try and get in the side door when Jenny comes clumping 
               down the stairs in an old sweatshirt and pulling on a pair 
               of jeans. She disappears into the kitchen. Without warning 
               the door ahead of him is swung open and Jenny rushes out. 
               The STAR MAN barely has time to step into the shadows. Jenny 
               grabs the handle of one of the garbage cans lined against 
               the house and drags it down to the street. When she comes 
               back for the second one we see that the STAR MAN is no longer 
               in the shadows.

               INT. HOUSE - NIGHT

               Jenny comes in and locks the door. She passes through the 
               kitchen and is on her way to the stairs when the STAR MAN 
               steps out of the darkness in the living room. A scream catches 
               in Jenny's throat.

                                     STAR MAN
                              (precise)
                         Wehave...

               Jenny bolts for the front door. At the end of the hallway 
               her foot catches in a phone cord pulling the phone off an 
               end table. The receiver is jarred out of its cradle. Jenny 
               regains her balance and gets to the door ahead of the STAR 
               MAN. She jerks it open, but the guard chain stops it three 
               inches from the jamb. Frantically, she tries again but the 
               chain holds.

               The STAR MAN slams the door shut and reaches out to grab 
               her. She flails back at him. One of her hands strikes the 
               panel on his chest and the identification light comes on 
               inside his helmet. At the sight of the STAR MAN, Jenny begins 
               to scream. He presses her back against the wall and puts a 
               mittened hand over her mouth.

                                     STAR MAN
                         Wehave...

               Jenny ceases her struggle and begins to cry. The STAR MAN 
               takes his hand away from her mouth.

                                     JENNY
                         Please don't hurt me... please... 
                         please.

               Holding her with his eyes he grasps one of Jenny's hands and 
               lifts it up to look at it.

               He raises a piece of skin off her wrist, rolls it between 
               his thumb and forefinger.

               Jenny lets out a blood-curdling scream and strikes out at 
               him. Flashes of light erupt off his exposed chest where she 
               hits. The ferocity of her attack knocks him aside and she 
               sprints up the stairs.

               The STAR MAN recovers and starts after her.

               INT. BEDROOM - NIGHT

               Jenny gets there two steps ahead of the STAR MAN. She slams 
               the door in his face and locks it. With him POUNDING ON THE 
               OUTSIDE, Jenny throws open the closet and begins rummaging 
               madly through the side pockets of her jackets and coats.

               The POUNDING STOPS. It takes her a moment to hear the silence. 
               When she does, she whirls toward the door expecting the worst, 
               but it remains closed. She waits. All she can hear is the 
               sound of the rain. She intensifies her search.

                                     JENNY
                              (hysteria creeping 
                              into her voice)
                         It's got to be here... it's got to 
                         be here...

               She finds it in the pocket of a down jacket. The Army issue 
               .45 looks big in her hand. She releases the safety and, with 
               a wary eye on the door, reaches for the phone on the night 
               table next to the bed.

               Long before the receiver gets to her ear, she can hear the 
               "BLEET" caused by the PHONE BEING OFF THE HOOK for so long 
               in the living room. She hangs up and walks around the bed to 
               sit on the corner facing the door. In the distance, we can 
               HEAR the THUMP OF AN APPROACHING HELICOPTER. After a moment's 
               indecision, Jenny gets up and releases the lock. Again she 
               waits.

               Nothing happens. With the gun ready, she turns the knob and 
               opens the door a crack. The hallway is empty. She kicks off 
               her shoes and lets herself out of the bedroom.

               INT. HALLWAY - NIGHT

               Jenny creeps toward the stairs in her stockinged feet. She 
               looks in the bathroom. The STAR MAN isn't there. She decides 
               to go downstairs.

               INT. HOUSE - NIGHT

               The STAR MAN isn't in the living room. Jenny sidles along 
               the wall for the front door. At the archway to the den a 
               hissing sound stops her. She peers around the molding. The 
               spill from the stairwell light provides the only illumination.

               The STAR MAN is sitting on the edge of a chair with his back 
               to her. He is naked. A dot of light is HISSING around his 
               head. The shadows in the room make it difficult for Jenny to 
               tell exactly what is going on.

               Pointing the .45 at the STAR MAN, she steps into the room 
               for a better look. The floor creaks and the STAR MAN turns 
               to her. Jenny shudders at what she sees. The STAR MAN is 
               holding an 8x10 color photograph of Jenny and a man in his 
               mid-twenties standing on a beach in their bathing suits.

               The dot of light is copying the man's features onto the STAR 
               MAN'S translucent head. The top two-thirds of the face is 
               already done. Everything is perfect, even the eyes. Jenny 
               begins to tremble and lowers the gun.

                                     JENNY
                              (in a small voice)
                         No... please don't...

               She sags against the armchair, racked by sobs that are drowned 
               out by the FLAP OF THE APPROACHING HELICOPTER. The STAR MAN, 
               with the dot of light stopped on his left cheek, gets up and 
               takes the gun from her.

               He drops it on the couch and raises his eyes to the sound of 
               the helicopter NOW DIRECTLY OVER THE HOUSE. THROUGH THE 
               WINDOWS, we can SEE the searchlight scouring the hillside 
               next to the back yard.

               The STAR MAN returns to the picture and resumes his 
               transformation. He completes the chin, then continues downward 
               weaving skin and filling in the human characteristics over 
               the entire body.

                                                               DISSOLVE TO:

               INT. CLEAN ROOM (HOUSTON) - NIGHT

               We come down an electrical cord that ends in a micro-phone, 
               then down further to DR. BERGEN, a tall thin balding man in 
               his late fifties dressed in the medical equivalent of a 
               contamination suit.

                                     DR. BERGEN
                         The creature was hit three times...

               Using a laser light indicator Dr. Bergen shows us where.

                                     DR. BERGEN
                         ...the arm, the abdomen and the upper 
                         chest, the one in the chest being 
                         the cause of death. It shattered, 
                         for want of a better term, the 
                         creature's backbone. It's not really, 
                         because it's not jointed. It's simply 
                         a hollow shaft of very pliable 
                         silicate material, as is its entire 
                         endoskeleton. The creature seems to 
                         have tremendous regenerative powers. 
                         Although it must have died within 
                         minutes of receiving the fatal wound, 
                         the arm and abdomen wounds are almost 
                         totally healed and the bullet here...
                              (indicates with the 
                              light)
                         has begun to dissolve...

               INT. SMALL RECTANGULAR ROOM - NIGHT

               Fox, another CIVILIAN and two MEN in uniform are watching 
               the autopsy on a bank of screens which show Dr. Bergen, the 
               room and various close-ups of the dead extraterrestrial lying 
               on a white glass table lit from underneath.

                                     DR. BERGEN
                         It has veins but no blood. We think, 
                         and this is just speculation, that 
                         some form of energy flows from the 
                         brain, which is much more 
                         sophisticated than ours, throughout 
                         the rest of the body... We don't 
                         think there is any danger of bacterial 
                         contamination. Our biochemistries 
                         are too different...

               INT. HELICOPTER - NIGHT

               Shermin and his crew are glued to the monitors, watching the 
               autopsy from Houston.

                                     DR. BERGEN (V.O.)
                         The flesh is gelatinous, the skin is 
                         very porous and very moist. This is 
                         another guess, but it probably comes 
                         from a planet that receives only 
                         reflected light, perhaps from a ring 
                         of moons. Its atmospheric pressure 
                         is slightly less than ours and it 
                         contains a great deal more water...

                                     FOX (V.O.)
                         Dr. Bergen, George Fox here in 
                         Washington. Can you give us an idea 
                         of why they're here?

                                     DR. BERGEN (V.O.)
                         They're so advanced... I... eh... 
                         can't imagine what they would want 
                         from us. I know they could be 
                         dangerous. But they could also be 
                         the greatest thing that ever happened 
                         to mankind...

               Shermin and his crew share mixed reactions.

               INT. JENNY'S HOUSE - BEDROOM - DAWNBREAK

               Jenny, sitting on the floor with her arms wrapped around her 
               knees, is reflected in a mirror fastened to the back of the 
               closet door. The STAR MAN edges around the door to look at 
               himself in the glass. In baggy tan cords, a windbreaker and 
               a plaid shirt, buttoned all the way to the neck and a button 
               in the wrong hole halfway down the front, he looks like an 
               innocent abroad. He notices the shirt is askew across his 
               chest and, with his new hands, awkwardly resets the buttons. 
               He looks himself over. His movements resemble a human's but 
               are noticeably more precise.

               The clothes seem right so he leans into the mirror to inspect 
               his face. He squeezes the skin on his cheeks, examines his 
               eyes, turns his head as far as he can to inspect the sides 
               of his face, folds his ears forward to check the skin behind 
               them and he even gives a good two-fisted tug to his hair to 
               see if it is on securely.

               He turns from the mirror and goes over to where the .45 and 
               a leg pouch from his life-support suit are lying on the bed 
               next to a snapshot of the man whose identity he has taken. 
               In the picture the man is dressed exactly as the STAR MAN is 
               now. The STAR MAN picks up the gun and the pouch and, speaking 
               to Jenny in his own language, steps to the door and motions 
               for her to follow. Jenny consciously ignores him. The STAR 
               MAN comes over, reaches down and grabs her arm to pull her 
               to her feet. Jenny squirms back, but he holds her tight. She 
               looks at the hand, almost touches it, then up at the familiar 
               yet disturbingly unfamiliar face above her.

                                     STAR MAN
                         Please...

                                     JENNY
                         Don't... don't do this... please...

               The STAR MAN gets her to her feet and hustles her out of the 
               room. On the dresser is Jenny's wedding picture. The man the 
               STAR MAN has become is her husband.

               INT. HOUSE - DAWNBREAK

               The STAR MAN pulls Jenny down the stairs.

                                     JENNY
                              (struggles to free 
                              herself)
                         You're hurting me. Stop.

               The STAR MAN guides her into the entryway and reaches for 
               the front door. Realizing his intentions, Jenny increases 
               her struggle and manages to pull away.

                                     JENNY
                         Oh, God, no! I'm not leaving this 
                         house with you. You're going to hurt 
                         me, I know...

               The STAR MAN looks intently at her, then opens the front 
               door. He taps his chest, points to Jenny and motions to the 
               dawn outside.

                                     JENNY
                              (through tears)
                         I can't. I'd like to help. You look 
                         like Scott, but I know you're not. I 
                         don't know what you are. You gotta 
                         understand, I'm afraid of you...

               As Jenny backs into the living room, the STAR MAN closes the 
               door. He raises the gun, examines it quickly, then with his 
               finger around the trigger, points it at Jenny.

                                     STAR MAN
                         Please.

                                     JENNY
                         Why are you doing this to me? I'll 
                         give you whatever...

               The STAR MAN swings the muzzle sights across Jenny's body 
               and FIRES. A FLOOR VASE EXPLODES. Jenny turns to look at the 
               remains, then back to the STAR MAN.

               EXT. JENNY'S HOUSE - DAWNBREAK

               The Mustang is backing out of the driveway with Jenny behind 
               the wheel and the STAR MAN perched nervously on the passenger 
               seat.

               INT. MUSTANG - DAWNBREAK

               Wary of what will happen next, the STAR MAN watches Jenny 
               move the gear selector to the drive position.

               The car jerks forward and he grabs the dashboard to keep 
               from toppling back in the seat.

               During the ride up the block, his head swivels from side to 
               side trying to take in as much of the darkened urban landscape 
               as he can. When the car stops at a 'stop' sign, he looks at 
               Jenny questioningly.

                                     STAR MAN
                         Please...

                                     JENNY
                         Which way do you want to go?

               She motions ahead and he turns to look at an inter-section 
               with streets running in three directions off of it. His eyes 
               question Jenny again.

                                     JENNY
                         You can go that way...
                              (points left)
                         That way...
                              (straight ahead)
                         That way...

               She points right. After another look at Jenny, the STAR MAN 
               presses the palms of his hands together, concentrates briefly, 
               then slowly draws them apart. The force field appears between 
               them. On it the solarized view of the United States rotates 
               until the red destination dot is on his right. He drops his 
               hands and points to the right.

                                     STAR MAN
                              (measured)
                         That way.

               The satel compass continues to hover over the dashboard.

                                     JENNY
                              (staring incredulously 
                              at the compass)
                         God, what are you?

               She starts her right turn without looking left and fails to 
               see a little MG approaching from that direction. The WAIL OF 
               THE AIR HORN startles Jenny and reflexively she slams on the 
               brakes.

               The Mustang stalls and the MG squeals around them. Jenny 
               checks the STAR MAN. He has pressed himself against the 
               passenger door. The gun lies on the seat next to him. They 
               both look at it. The STAR MAN recovers and picks it up.

                                     JENNY
                              (starting the engine)
                         I'm sorry...

               This time when Jenny puts the car into drive, the STAR MAN 
               is ready for the acceleration. The car completes the turn 
               and the compass rotates to its new heading. Looking at it 
               from this angle, Jenny suddenly recognizes it for what it 
               is: an aerial view of the United States.

                                     JENNY
                         That green dot, that's us, isn't 
                         it... and the red's where you want 
                         to go?... You don't understand me, 
                         do you?

               The STAR MAN looks at her uncomprehendingly.

                                     JENNY
                              (to herself)
                         I gotta get out of here.

               EXT. STREET - DAWNBREAK

               The Mustang cruises through the industrial section of Eau 
               Claire.

               INT. MUSTANG - DAWNBREAK

               The STAR MAN is watching Jenny drive. A set of headlights 
               rushes TOWARD US in the other lane. Jenny twists around to 
               follow the car as it goes by and we SEE the desperation on 
               her face.

               When she returns her attention to the road, she sneaks a 
               glance at the STAR MAN to see if her action has given away 
               her state of mind. His expression hasn't changed. Jenny takes 
               a deep breath and lets it out slowly. Uttering a phrase in 
               his own language, the STAR MAN touches the steering wheel.

                                     JENNY
                              (startled)
                         What?

                                     STAR MAN
                              (thinking the steering 
                              wheel is called 
                              'what," he repeats)
                         What.

               With the same phrase in his language, he points to the 'gear 
               shift.'

                                     JENNY
                              (realizing her mistake)
                         Ah... no...

                                     STAR MAN
                              (repeats)
                         Ah no.

               He points to the dashboard. Jenny senses there is going to 
               be a great deal of misunderstanding if she uses more words. 
               She shakes her head 'no' and touches the steering wheel.

                                     JENNY
                              (enunciates)
                         Steering wheel...

                                     STAR MAN
                              (correcting her)
                         What.

               Jenny shakes her head 'no.'

                                     JENNY
                         Steering wheel.

                                     STAR MAN
                              (repeats)
                         Steering wheel.

                                     JENNY
                              (points to the gear 
                              shift)
                         Gear shift.

                                     STAR MAN
                         Gear shift.

                                     JENNY
                              (slaps the dashboard)
                         Dashboard.

                                     STAR MAN
                         Dashboard.

               Jenny sees a police car creeping across the intersection 
               ahead of her and interrupts the lesson to stare at it. The 
               STAR MAN looks to where she is looking.

                                     STAR MAN
                              (alarmed)
                         What?!

                                     JENNY
                         Eh... police.

                                     STAR MAN
                              (remembering)
                         Police...

               He raises the gun off his lap. Jenny tries to distract him.

                                     JENNY
                              (raps on the steering 
                              wheel)
                         What?...

               With his eyes on the police car the STAR MAN ignores her.

                                     JENNY
                         Steering wheel...
                              (she points to the 
                              gear shift)
                         What?

               The STAR MAN is intent on the police car. Jenny gives up 
               trying to distract him. The patrol car passes out of their 
               view. The STAR MAN lowers the gun and looks at Jenny.

                                     STAR MAN
                              (unprompted, points 
                              correctly at each 
                              item)
                         Steering wheel... gear shift... 
                         dashboard...

                                     JENNY
                              (this frightens Jenny 
                              even more)
                         Good.

                                     STAR MAN
                         Good.

               EXT. INTERSECTION - DAWN

               We COME DOWN FROM a red light TO FIND the Mustang stopped 
               behind the limit line.

                                     JENNY (V.O.)
                         Which way?

                                     STAR MAN (V.O.)
                         That way.

               The light changes and the car proceeds straight across the 
               intersection.

                                     STAR MAN (V.O.)
                         Good.

               INT. MUSTANG - DAWN

               While the STAR MAN picks through the contents of the glove 
               compartment, Jenny looks for a way to escape. An all-night 
               laundromat is a possibility, but it's deserted. The STAR MAN 
               finds the switch on a flash-light and flicks it on and off.

                                     STAR MAN
                         What?

                                     JENNY
                              (distant)
                         Flashlight.

               He puts the flashlight in his lap along with the owner's 
               manual and gas slips and takes a stack of Discount Coupons 
               out of the glove compartment.

                                     STAR MAN
                         What?

                                     JENNY
                         Coupons.

               Jenny sees a set of headlights turn into the oncoming lane. 
               She slides her eyes toward the STAR MAN. He is busy looking 
               through the Coupons. Jenny measures the distance between the 
               Mustang and the oncoming lights. The STAR MAN holds up one 
               of the Coupons and points to a picture of the product.

                                     STAR MAN
                         What?

                                     JENNY
                              (curt)
                         Pancakes.

                                     STAR MAN
                         Pancakes.

               He points to the cluster of letters that spells SAVE 35�.

                                     STAR MAN
                         What?

               Jenny doesn't answer. The distance between the two vehicles 
               is narrowing rapidly.

                                     STAR MAN
                         What?

               Jenny sets her jaw and wrenches the steering wheel violently 
               to the left.

               EXT. STREET - DAWN

               The Mustang skids sideways across the center line. The 
               oncoming van jams on its brakes and swerves to its left. 
               Locked in a skid, it drifts toward the Mustang.

               INT. MUSTANG - DAWN

               The STAR MAN sucks himself back in terror as the van descends 
               on him. It swings past his window and clips the rear fender 
               of the Mustang. Both vehicles shudder to a stop. Jenny claws 
               at her door. It swings open. She is halfway out before the 
               STAR MAN manages to grab the tail of her sweatshirt. Jenny 
               begins to scream at the top of her lungs and keeps it up 
               while he tries to wrestle her down on the seat.

               EXT. STREET - DAWN

               A tall, raw-boned MAN in his late twenties storms around the 
               front of his van.

                                     MAN
                         You stupid son of a bitch!!

               He kicks the Mustang.

                                     JENNY
                              (screaming)
                         Help me!!

                                     MAN
                         You could have killed us both!!

                                     JENNY
                              (battling to maintain 
                              her grip on the door 
                              frame)
                         He's kidnapping me!!!

               The Man bends down to look at the struggle.

                                     MAN
                         Jesus Christ!! You crazy people...

                                     JENNY
                         Call the police!!

                                     MAN
                              (not sure he wants to 
                              get involved)
                         Hey buddy... let her go...

               The STAR MAN increases his efforts and Jenny loses her grip 
               on one of the door frames.

                                     JENNY
                         Help me!!!

                                     MAN
                              (grabbing her other 
                              arm)
                         Hey, she doesn't want to go with 
                         you. Come on.

               The STAR MAN frees his right hand and blindly searches the 
               floor for the gun. He comes up with it and, shoving the barrel 
               in the Man's face, barks a harsh command in his language. 
               The Man freezes and Jenny stops struggling. It's suddenly 
               very quiet on the street.

                                     MAN
                         Oh God, man... don't shoot me... My 
                         mistake... I'm sorry...

                                     JENNY
                         He doesn't understand... just walk 
                         away...

               The STAR MAN claps a hand over her mouth.

                                     MAN
                         I promise I'm not going to tell 
                         anybody about this... None of my 
                         business... I'm going to move now, 
                         okay...
                              (takes a step to one 
                              side)
                         You guys want to fight, that's up to 
                         you...
                              (takes another step)
                         I'm leaving now... I won't say a 
                         word...

               He keeps his eyes on the STAR MAN until he reaches the back 
               of the Mustang, steals a quick look at the license plate, 
               then blots for his van. The STAR MAN takes his hand off 
               Jenny's mouth and slams her back into her seat. Uttering an 
               expletive in his language he points the gun in her face and 
               keeping it there indicates the red dot on the satel compass 
               floating undisturbed above the dashboard.

                                     STAR MAN
                         Go.

               EXT. STREET - DAWN

               The Mustang moves back into the correct lane and continues 
               on.

               INT. MUSTANG - DAWN

                                     JENNY
                         Could you put the gun down?

               The STAR MAN just stares at her. She points to the gun.

                                     JENNY
                         Gun... Down... Down.

               Slowly, he lowers it to his lap.

                                     JENNY
                         Thank you.

               EXT. ABANDONED LOGGING CAMP - EARLY MORNING

               Shermin's helicopter is taking on fuel from an Army tanker 
               truck. The pilot and co-pilot are catching forty winks on 
               the grass next to the old bunkhouse.

               INT. HELICOPTER - EARLY MORNING

               Major Bell, bleary-eyed and unshaven, is huddled in front of 
               the television screens eating a breakfast off a styrofoam 
               plate. On the top left screen is a satellite picture of 
               Northern Michigan and half of Wisconsin taken with a Doppler 
               radar.

               On the lower left screen is an infrared view of the same 
               area. Over both these views is a schematic of the state 
               boundaries and major cities. On the screens to the right of 
               these views are blow-ups of smaller sections of the overview.

               Lyman and the radar technician are asleep on the floor. Seated 
               in front of the radio console Shermin is going through the 
               telex messages. Next to him the radio technician is bent 
               over the desk with his head in his forearms.

                                     SHERMIN
                         There's nothing... No reports of 
                         sightings or landings or anything... 
                         in the other parts of the country or 
                         overseas... Seems like a totally 
                         isolated incident.

                                     MAJOR BELL
                         It was only an accident that we 
                         discovered them.

                                     SHERMIN
                         I know, but...

               Shermin continues on through the messages. Bell asks the 
               computer to change the pictures on the screens. Rhythmically, 
               a sequence of images appears and disappears.

                                     SHERMIN
                         You married, Major?

                                     MAJOR BELL
                         Twenty-eight years.

                                     SHERMIN
                         To the same woman?

                                     MAJOR BELL
                              (smiling)
                         Yes.

                                     SHERMIN
                         I tried it once... Fourteen years 
                         ago... 'I was a lousy husband and a 
                         worse father. The only thing I'm 
                         good at is this... At least until 
                         yesterday.

               Bell stuffs his breakfast plate into a garbage bag and goes 
               to get a breath of fresh air in the open doorway. Shermin 
               stops at a point on the telex sheet. He reads the message to 
               himself again.

                                     SHERMIN
                         How would you describe the sounds we 
                         heard coming out of that thing's 
                         helmet?

                                     MAJOR BELL
                              (after trying to 
                              imitate them)
                         It was kind of like clicking, maybe 
                         a language wasn't it?

                                     SHERMIN
                         Listen to this.
                              (paraphrasing the 
                              telex)
                         A woman was kidnapped in Eau Claire 
                         this morning. When a citizen went to 
                         her rescue the kidnapper threatened 
                         him with a gun and shouted at him in 
                         a strange 'clicking gibberish'...

                                     MAJOR BELL
                         It was a man though... right?

                                     SHERMIN
                         The police think he was high on 
                         drugs...

               Bell shrugs.

                                     SHERMIN
                         What do you think?

               EXT. WISCONSIN FOREST - EARLY MORNING

               With a rush the helicopter rises out of the trees and thunders 
               away.

               EXT. JENNY'S HOUSE - MORNING

               There are Eau Claire police cars on the street. Shermin is 
               out back watching Bell pick his way down the hill. Through 
               the windows we see uniformed policemen in the living room.

                                     MAJOR BELL
                              (slides the last few 
                              feet down the hill)
                         Nothing up there... The grass is 
                         matted down in a few places, but 
                         that could have been anything.

                                     SHERMIN
                         It was the husband. The police finally 
                         got a hold of the witness at work 
                         and showed him a picture of the woman.

               The man standing next to her in the picture was her husband 
               and the witness said that was the guy who kidnapped her.

                                     MAJOR BELL
                         It's the right area, that's for sure.

               Throughout the above, Shermin has noticed a WOMAN in the 
               house next door peeping through her blinds at the activity 
               around Jenny's. She closes the drapes suddenly when she 
               realizes Shermin has spotted her.

                                     SHERMIN
                         Why the clicking language though?

               EXT. NEXT-DOOR HOUSE - EARLY MORNING

               Shermin knocks and waits on the steps with Bell for someone 
               to answer. We hear a chain being pulled off and the door is 
               opened by a freckled-face MAN in his late thirties, dressed 
               in a business suit and wiping the traces of a breakfast from 
               around his mouth.

                                     SHERMIN
                         Sorry to disturb you, sir, but there's 
                         been some trouble next door. I'd 
                         like to ask you a few questions.

                                     MAN
                         What happened?

                                     SHERMIN
                         There's a possibility that Mrs. 
                         Haydn's been kidnapped. We're hoping 
                         you might have seen something.

               A WOMAN in a robe opens the door a little wider to include 
               herself in the conversation. She is as freckled as the man 
               and about the same age.

                                     WOMAN
                              (to the Man)
                         I told you...

                                     MAN
                         Judy, that's stupid.

                                     WOMAN
                         Well, maybe these men won't think 
                         so. We were asleep when a helicopter 
                         woke me up. It made me so nervous I 
                         went into the kitchen for something 
                         to eat. I happened to look out the 
                         window and there was Scott Haydn 
                         with this green thing draped over 
                         his arm pulling Jenny down the walk 
                         to the car.

                                     MAN
                         You know that's impossible!

                                     WOMAN
                         I know what I saw. I've seen him 
                         enough times.

                                     MAN
                              (giving up on his 
                              wife and addressing 
                              Shermin and Lyman)
                         Scott Haydn is dead. He died about 
                         three months ago. We went to the 
                         funeral.

               Shermin and Bell exchange a glance.

               EXT. INTERSTATE - DAY

               Jenny's Mustang is sailing through the beautiful Wisconsin 
               farmland.

                                     STAR MAN (V.O.)
                         R-r-S-s...

               INT. MUSTANG - DAY

               The STAR MAN is copying the letters, upper and lower case, 
               from the Owner's Manual he found in the glove compartment, 
               onto the back of an envelope.

                                     STAR MAN
                         T-t-U...

               He draws the upper case but has to check the manual for the 
               lower case.

                                     STAR MAN
                         u-V-v...

               The STAR MAN looks up as they go by a farm.

                                     STAR MAN
                              (pointing correctly 
                              to the various animals)
                         Cow... Dog... Pig...

               He looks to Jenny for confirmation. She nods absently. He 
               returns to the alphabet.

                                     STAR MAN
                         W-w...

               He forms both the upper and lower case 'X-x' and shows them 
               to Jenny.

                                     STAR MAN
                         What?

                                     JENNY
                              (knows what's coming)
                         X...

               Without smiling the STAR MAN opens his mouth and emits a 
               short chirping laugh.

                                     JENNY
                         What's so funny about X?

               The STAR MAN laughs harder. Jenny watches him warily. He 
               starts to hiccup. He is unable to control it through the 
               laughter.

                                                               DISSOLVE TO:

               INT. SMALL RECTANGULAR ROOM - DAY

               Shermin's image waits on the television screen. He is gaunt, 
               tired and visibly shaken. The picture sizzles and breaks up 
               intermittently. Fox and the three men who watched the autopsy 
               stride quickly into the room.

                                     SHERMIN (V.O.)
                              (his voice quavering)
                         George, we've just confirmed the 
                         existence of the live 
                         extraterrestrial.

                                     FOX
                              (after a beat)
                         When can we expect containment?

                                     SHERMIN (V.O.)
                         Well, we're in pursuit of a green 
                         Mustang...

                                     FOX
                              (very controlled)
                         It's in a green Mustang?

                                     SHERMIN (V.O.)
                         Yes. It's kidnapped a woman at 
                         gunpoint and from what we can make 
                         out is forcing her to drive it 
                         somewhere.

                                     MILITARY MAN
                              (to the room)
                         This one has a weapon.

                                     SHERMIN (V.O.)
                         No, no... A .45, it probably got it 
                         in the woman's house. They were last 
                         seen in downtown Eau Claire...

                                     FOX
                         Why did you let it get into a 
                         populated area?

                                     SHERMIN (V.O.)
                         It's taken on a disguise.

                                     FOX
                         Clarify that.

                                     SHERMIN (V.O.)
                         It's made itself look like the woman's 
                         dead husband.

               Static breaks up the t.v. picture. When it returns, Fox leans 
               toward the screen.

                                     FOX
                         Repeat the last item.

               Almost reluctantly Shermin holds up Scott Haydn's picture.

                                     SHERMIN (V.O.)
                         The extraterrestrial now looks like 
                         this.

                                     FOX
                              (softly)
                         Oh shit!!!

               EXT. INTERSTATE - AFTERNOON

               Jenny's Mustang moves along through the traffic.

               INT. MUSTANG - AFTERNOON

               We are CLOSE ON the back of a ten-dollar bill.

                                     STAR MAN (O.S.)
                              (reading slowly)
                         The United States of America. In God 
                         We Trust. Ten dollars.

               We pull back as he holds the ten up to Jenny.

                                     JENNY
                         Money.

                                     STAR MAN
                         Money.

               He holds up a quarter.

                                     JENNY
                         Money.

               Confused, the STAR MAN puts the money back into Jenny's wallet 
               and reads the first card through its plastic window.

                                     STAR MAN
                         Mi-chi-gan driver li-see-ens... 
                         Jennyhaydn... Money?

                                     JENNY
                              (shaking her head 
                              'no,' exhausted)
                         We're going to have to stop for gas 
                         soon.

               Under the license is a picture of Jenny smiling broadly. The 
               STAR MAN looks at Jenny, back at the picture, then imitates 
               the smile for Jenny.

                                     STAR MAN
                         What?

                                     JENNY
                         Smile.

                                     STAR MAN
                         Smile... good?

                                     JENNY
                         Yes.

               He practices curling the corners of his mouth up into a smile. 
               One of them freezes as the Interstate curves and a glistening 
               skyline backlit by the afternoon sun comes into view across 
               a river.

                                     STAR MAN
                              (impressed)
                         What?!

                                     JENNY
                         Minneapolis.

                                     STAR MAN
                              (reaching into the 
                              leg pouch he took 
                              from his life-support 
                              suit)
                         Minneapolis... Minneapolis...

                                     JENNY
                         What are you doing?

               He takes out his camera.

                                     JENNY
                         ...What's that?

               He points the white disc at Minneapolis. With a 'POP,' a 
               cone of light flashes out. It sucks back, almost instantly, 
               bringing with it a three-dimensional image of the skyline.

                                     STAR MAN
                         Minneapolis... good.

                                     JENNY
                         You're full of tricks, aren't you?

               The car starts across the twin cities' bridge.

                                     JENNY
                              (taps the fuel gauge)
                         We need gas.

               The STAR MAN looks at the gauge. Jenny scrunches against the 
               door to avoid contact with him.

                                     JENNY
                         No gas.

                                     STAR MAN
                         No gas.

                                     JENNY
                         This car runs on gas.

               She presses the accelerator to the floor. The car jumps 
               forward.

                                     JENNY
                         Gas...

               She takes her foot off the accelerator and the car quickly 
               slows down.

                                     JENNY
                         No gas.

               EXT. BRIDGE - AFTERNOON

                                     JENNY
                              (V.O.)
                         Gas.

               The Mustang spurts forward a few yards.

                                     JENNY
                              (V.O.)
                         No gas.

               It staggers down to a crawl.

                                     JENNY
                              (V.O.)
                         Gas.

               The car leaps forward again.

                                     JENNY
                              (V.O.)
                         No gas.

               It drops back to a crawl.

               INT. MUSTANG - AFTERNOON

                                     JENNY
                         No gas... car dead.
                              (her head lolls forward 
                              on her chest)
                         We need gas. I don't want to get 
                         shot for running out of gas.

                                     STAR MAN
                         Gas good?

                                     JENNY
                         Yes. Very good.

               INT. MUSTANG - AFTERNOON

               We are LOOKING DOWN Jenny's arm AT a gas station just off 
               Interstate 169 in the Minneapolis suburbs.

                                     JENNY
                         Gas...

               The STAR MAN contemplates the station as they pass it, then 
               turns to Jenny, puzzled:

                                     STAR MAN
                         Go.

                                     JENNY
                         It's closed... closed. We need one 
                         that's open.

                                     STAR MAN
                         Closed?

                                     JENNY
                         You'll see.

               There are no more gas stations in sight. The STAR MAN becomes 
               bored with the silence. He picks up Jenny's wallet. The 
               driver's license is familiar so he flips to the next window. 
               In it is a picture of an older man and woman standing in 
               front of a church.

                                     STAR MAN
                         What?

                                     JENNY
                              (snaps)
                         Not what. Who. What is for things.
                              (touching the steering 
                              wheel, dashboard, 
                              seat, gear shift)
                         What? What? What? What? For people 
                         you use who. Who is he?
                              (points to the man in 
                              the picture)
                         Who is she?
                              (points to the woman)
                         Who are you?
                              (points to the STAR 
                              MAN)
                         Who am I?

               She touches her chest.

                                     STAR MAN
                              (mirrors her gestures)
                         Who is he? Who is she? Who are you? 
                         Who am I?
                              (pause; it clicks for 
                              him and he points at 
                              Jenny)
                         Who are you?

                                     JENNY
                         I am Jenny Haydn.

                                     STAR MAN
                              (flips back to her 
                              license and reads)
                         Jennyhaydn.

               Jenny nods.

                                     JENNY
                         Who are you?

                                     STAR MAN
                         I am...

               We HEAR MODULATED CLICKS of his percussive LANGUAGE.

                                     JENNY
                         That's a big help. Where are you 
                         from?

                                     STAR MAN
                         From?

                                     JENNY
                              (leans forward and 
                              points through the 
                              windshield at the 
                              sky)
                         Are you from up there? Space?

                                     STAR MAN
                              (leans forward to 
                              look with her)
                         Space?

                                     JENNY
                         Up there... I... eh... can't 
                         explain...
                              (leans back)
                         But that's the only place you could 
                         be from.

               The STAR MAN spots a station on the other side of the 
               Interstate.

                                     STAR MAN
                         Gas.

                                     JENNY
                              (shakes her head 'no')
                         Closed.

               He taps the fuel gauge which has dipped below empty.

                                     STAR MAN
                         No gas.

                                     JENNY
                         I know.

               They both scan the horizon for a gas station. When one doesn't 
               come up immediately, the STAR MAN flips to the next picture 
               in the wallet. It is of the man he has become. He is leaning 
               against a fire truck, in uniform.

                                     STAR MAN
                         Who?

                                     JENNY
                         My... husband.

                                     STAR MAN
                         I am husband?

                                     JENNY
                         No. I don't know what you are, but 
                         you're not Scott.

               Silence. The STAR MAN catches her mood. A tear rolls down 
               Jenny's cheek.

                                     JENNY
                              (brushes it away 
                              angrily)
                         Shit.

                                     STAR MAN
                         Shit?

                                     JENNY
                         No, no... don't say that. Bad word.

                                     STAR MAN
                              (likes the sound of 
                              it)
                         Shit... shit... what shit?

                                     JENNY
                              (screams)
                         Stop!! Enough!! Jesus! You're worse 
                         than a parrot!!

               Like closing a zipper, she slides her fingers across her 
               mouth.

                                     JENNY
                         Mouth closed... closed.

               The STAR MAN does as he is told. He doesn't like it, but he 
               does it. With his lips puckered, he looks straight down the 
               road. The car rises out of a gulley. Topping a knoll straight 
               ahead is a gas station with an enormous Exxon sign revolving 
               above it. With his lips firmly pressed together, he tugs 
               Jenny's sleeve and points.

                                     JENNY
                         I see it.

               The STAR MAN reaches forward and squeezes the satel compass 
               back into his palms.

               EXT. GAS STATION - AFTERNOON

               The Mustang comes up the off-ramp toward the pumps.

               INT. MUSTANG - AFTERNOON

               The STAR MAN'S hand closes around the butt of the .45 when 
               he sees the ATTENDANT step out of the office.

                                     STAR MAN
                         Who?

                                     JENNY
                         Attendant. He'll give us gas. Put 
                         the gun down. Under the seat. Under 
                         the seat...

                                     STAR MAN
                         No.

                                     JENNY
                         Oh God! You're going to get us both 
                         killed. Okay... in your pocket...

               She shoves her hand into the pocket of her slacks showing 
               him what to do.

                                     JENNY
                         In your pocket... pocket...

               Jenny eases in next to the pumps and stops. The Attendant is 
               already coming around the front of the car.

                                     JENNY
                         In your pocket, please...

                                     STAR MAN
                              (draws his fingers 
                              over his lips)
                         You. Mouth closed.

                                     JENNY
                         Okay.

               The STAR MAN stuffs the gun into the left pocket of his baggy 
               cords just as the Attendant arrives at the driver's door.

                                     ATTENDANT
                         Morning, folks. Fill her up?

               The STAR MAN looks at Jenny for help. She sweeps her fingers 
               across her mouth to indicate her lips are sealed. The STAR 
               MAN peeks around her at the Attendant.

                                     STAR MAN
                              (overly loud)
                         ...Gas...

                                     ATTENDANT
                         You got it.

               He leaves the window. The STAR MAN watches him until the 
               nozzle is in the Mustang, then pleased with himself, turns 
               to Jenny and lifts his face into a 'smile.'

                                     JENNY
                         I'm going to the ladies' room. You 
                         stay here.

               EXT. GAS STATION - AFTERNOON

               Jenny gets out of the car. When she straightens up, she finds 
               the STAR MAN staring at her over the roof. She slams the 
               door and strides rapidly in the direction of the ladies' 
               room. Stuffing the green pouch in his pocket, the STAR MAN 
               trots after her.

                                     JENNY
                              (wheels on him as he 
                              catches up)
                         Go back to the car.

               The STAR MAN looks at her but doesn't move. Jenny snarls in 
               frustration, then with the STAR MAN on her heels, stalks to 
               the ladies' room and throws open the door.

               INT. LADIES' ROOM - AFTERNOON

               The STAR MAN follows Jenny inside.

                                     JENNY
                         See. It's a bathroom. I'm not trying 
                         to escape. I just have to go to the 
                         bathroom.

               He checks out the stall.

                                     JENNY
                         Satisfied? Now get out. Out.

                                     STAR MAN
                         No.

               Furious, Jenny steps around him and opens the door. She points 
               to the sign on it.

                                     JENNY
                         Women... me.

               She continues out. The STAR MAN goes after her.

               EXT. RESTROOMS - AFTERNOON

               Jenny points to the sign on the next door.

                                     JENNY
                         Men. You go in here.

               She cracks the door for him.

                                     JENNY
                         Come on.

               He takes the door from her and pushes it open for a look 
               inside. Jenny ducks into the ladies' room. He is confused 
               for a moment then takes a long look at the men's room. It 
               means nothing to him. He backs out and tries the ladies' 
               room. It is locked. Not knowing what to do, the STAR MAN 
               stands uncomfortably in front of the door, then like a child 
               waiting for his mother, he sits on the curb. He watches the 
               Attendant lift the Mustang's hood and reach in for the 
               dipstick. The numbers on the pumps turn over, adding up the 
               gallons and the cost of the gas.

               Everything is peaceful and quiet within the circle of light 
               cast by the gas station. The STAR MAN pulls the camera disc 
               out of his pocket and points it at the pumps. The cone of 
               light flashes out and pulls back its three-dimensional image. 
               The Attendant turns around and waves genially at the STAR 
               MAN, who waves back a perfect imitation of the gesture.

               The SHARP RUMBLE of a SOUPED-UP HONDA MOTORCYCLE coming up 
               the off-ramp shatters the mood and the STAR MAN gets to his 
               feet.

               He is startled by the image of the RIDER. In a one piece 
               driving skin and helmet he looks amazingly like a space 
               traveller. The STAR MAN steps cautiously forward for a better 
               look and mutters something to himself in his language. The 
               rider stops his bike at the second row of pumps and swings 
               himself stiffly out of the seat.

                                     RIDER
                         Do I need a key for the head?

                                     ATTENDANT
                         It's open.

               Without taking off his helmet, the Rider sets out for the 
               men's room.

                                     RIDER
                              (over his shoulder)
                         Fill it up.

                                     ATTENDANT
                         You got it.

               The rider's approach frightens the STAR MAN. He backs up to 
               the ladies' room door and knocks. There is no answer. He 
               tries the knob. With the other hand he inches the gun slightly 
               out of his pocket.

               INT. LADIES' ROOM - AFTERNOON

               Jenny is bent over the sink dabbing nail polish around the 
               corners of a paper towel. Her head snaps around to look at 
               the doorknob. It holds.

                                     JENNY
                         Just a minute.

               EXT. RESTROOMS - AFTERNOON

               The STAR MAN tenses and forces a smile as the Rider passes 
               in front of him. A VOICE comes from behind the faceplate.

                                     RIDER
                         Howdy... can't get her out.

                                     STAR MAN
                              (thru the smile)
                         Gas.

                                     RIDER
                         I know how she feels.

               The rider enters the men's room. As the door closes behind 
               him, the STAR MAN's face falls and he knocks frantically on 
               the ladies' room door. Jenny opens it under his knuckles. He 
               blocks the doorway and she backs up as he steps inside.

               INT. LADIES' ROOM - AFTERNOON

               The STAR MAN looks around. Jenny's eyes widen at what is 
               happening behind him. The pneumatic arm above the door is 
               pulling it shut to reveal her paper towel pasted to the back. 
               The message on it, written in red lipstick, reads: KIDNAPPED 
               GOING W ON 169 JADE MUS. LIC#PXV237.

                                     JENNY
                              (stepping around him)
                         It's still a toilet. Hasn't become a 
                         ballroom.

               She tries to swing the door open and hide her message against 
               the wall, but she is too slow. The STAR MAN sees it and steps 
               forward to read.

                                     STAR MAN
                         Kid-nap-ped... go-ing W o-n...

               Jenny realizes he doesn't know what it means.

                                     JENNY
                              (on her way out)
                         That's very good.

               Other graffiti on the door helps convince the STAR MAN Jenny's 
               message has nothing to do with him and after a last look at 
               it, he follows her.

               EXT. GAS STATION - AFTERNOON

               A CAN of Coke CLATTERS DOWN the chute of a drink dispenser. 
               Jenny picks it up and, with the STAR MAN hovering at her 
               shoulder, moves on to the candy machine. He watches a quarter 
               disappear into the slot and when Jenny picks another one out 
               of her purse, he points to it.

                                     STAR MAN
                         Money.

                                     JENNY
                         Yes.

               She inserts the quarter and makes her selection. A Reese's 
               Peanut Butter Cup drops from its position into the pickup 
               bin.

                                     STAR MAN
                         What?

                                     JENNY
                         Candy.

               Using the change from this and another quarter, she selects 
               an Almond Joy.

                                     STAR MAN
                              (as it tumbles into 
                              the bin)
                         Money... candy.

                                     ATTENDANT
                              (to the STAR MAN)
                         That'll be fifteen fifty, sir.

                                     JENNY
                         Here.

               She hands him a twenty.

                                     ATTENDANT
                         Thank you.

               He goes to make change.

                                     STAR MAN
                              (to himself)
                         Thank you.

               Jenny pops the top on the Coke can and on the way to the car 
               takes a sip.

                                     STAR MAN
                         What is...
                              (reads off the can)
                         ...Coke?

                                     JENNY
                         A drink.

                                     STAR MAN
                              (holds his hand out 
                              for it)
                         I...

                                     JENNY
                         You want to try it?

                                     STAR MAN
                         I want to try it.

                                     JENNY
                         This stuff could kill...
                              (changes her mind and 
                              smiles)
                         Be my guest.

               The STAR MAN fills his mouth, swirls it around and swallows.

                                     STAR MAN
                              (after a loud burp)
                         Good.

               He hands the can back to Jenny. She looks at it and knows 
               there are alien bacteria there her body would not like to 
               meet.

                                     JENNY
                         Eh... you keep it. I've had enough.

               The STAR MAN takes another drink. He stops dead when he lowers 
               the can. Jenny continues for a few steps before she realizes 
               he isn't with her. She looks back over her shoulder. Her 
               eyes go immediately to where he is looking. The license plate 
               PXV 237 hangs like an accusation on the front bumper of the 
               Mustang. Jenny decides to brazen it out.

                                     JENNY
                         What's the matter?

                                     STAR MAN
                              (throws the can to 
                              the ground)
                         Shit!

               INT. MUSTANG - AFTERNOON

               Jenny and the STAR MAN ride along in tight-lipped silence.

                                     STAR MAN
                         What is kidnapped?

               Jenny ignores him.

                                     STAR MAN
                              (yells)
                         Kidnapped!!!

               She flinches but remains silent. The STAR MAN snatches the 
               paper towel off his lap and flaps it in her face, jabbing at 
               the word violently with a forefinger.

                                     STAR MAN
                         Kidnapped!!! What is kidnapped?!!

               Jenny can't take it anymore and screams back at him through 
               tears.

                                     JENNY
                         Kidnapped is what you're doing to me 
                         now!!! Kidnapped is pointing a gun 
                         at me and taking me from my house! 
                         Kidnapped is changing yourself into 
                         my husband. I don't know what you 
                         are and I don't care. I just want to 
                         get away from you!

               Jenny's outburst rocks the STAR MAN back into silence. He 
               waits for her to calm down, then slowly takes the gun out of 
               his pocket.

                                     STAR MAN
                         Jennyhaydn.

               She doesn't dare look at him.

                                     STAR MAN
                         I am good.
                              (and he slides the 
                              .45 under his seat)

               EXT. INTERSTATE - NIGHT

               Jenny speeds up to pass a truckload of horses.

                                     STAR MAN
                         What is that?

               She doesn't answer. The car passes the truck. The highway 
               before them is empty.

                                     JENNY
                              (finally)
                         Horses.

                                     STAR MAN
                              (without looking at 
                              her)
                         Horses.

               Jenny TURNS ON the RADIO and finds a COUNTRY AND WESTERN 
               STATION.

                                     STAR MAN
                         What?

                                     JENNY
                         Music.

               It is pleasing to him and he listens for a while, then reaches 
               in his pouch and takes out one of the dusty gray marbles. He 
               rolls it between his palms. It changes to a glowing gold as 
               it grows to the size of a baseball.

                                     JENNY
                              (alarmed)
                         What are you doing?!

               The STAR MAN brings the globe close to his mouth and speaks 
               into it.

                                     STAR MAN
                              (subtitles)
                         Iron channel message. Transmute was 
                         successful. Have captured one of 
                         them. It is taking me to the pick-up 
                         point in a land vehicle.
                              (eyeing Jenny)
                         I think I can control it by mastering 
                         its language, which is primitive and 
                         easy to learn. Will arrive on time. 
                         Wait for me.

               The STAR MAN opens his hands and, to Jenny's astonishment, 
               the ball rises quickly and seeps through her roof without 
               leaving a trace.

               EXT. INTERSTATE - NIGHT

               The Mustang swerves violently, then straightens itself as 
               the ball comes through the roof and surges into the sky.

               EXT. SKY - NIGHT

               Unexpectedly, Shermin's helicopter storms into view. It is 
               so close we can count the rivets. As it clears, we go to:

               INT. HELICOPTER - NIGHT

               The flow of traffic on the Interstate below is being fed 
               into the six television screens from infrared cameras on the 
               belly of the craft. The image on the screen under the master 
               begins to move and ends in a close-up of a green Mustang. 
               It's not Jenny's. With a buzz the red dot appears and Fox's 
               face interrupts the view of the Mustang.

                                     FOX (V.O.)
                         I just came from a meeting with the 
                         Security Council and
                              (the picture breaks 
                              up, but the voice 
                              continues)
                         in view of the extraterrestrial's 
                         radical change and the fact that all 
                         our efforts
                              (the picture re-
                              assembles)
                         to contact its ship remain unanswered, 
                         it was decided to issue a ten state 
                         'all points bulletin' for Scott Haydn, 
                         Jenny Haydn and the green Mustang. 
                         The officers have been instructed 
                         not to approach the people or the 
                         vehicle but to contact you. You will 
                         then move in and contain the subjects.

               Shermin rubs his hands over his face while he digests this.

                                     SHERMIN
                              (sorting it out)
                         You sure you want this, because... 
                         that's putting an awful lot of faith 
                         in people we have no control over...

                                     FOX (V.O.)
                         I'm afraid the situation demands 
                         that kind of risk.

                                     SHERMIN
                         I don't like it, George...

                                     FOX (V.O.)
                         Dammit Shermin. Earlier you were 
                         asking for help. What's changed?

                                     SHERMIN
                         It's messy... the thing's got a gun... 
                         We're just asking for somebody to 
                         get killed...

                                     FOX (V.O.)
                         We don't know what else to do. We 
                         need results.

                                     SHERMIN
                              (accepting)
                         You'll get results one way or the 
                         other, that's for sure... Okay.

                                     FOX (V.O.)
                         I'm gonna be here if you need 
                         anything.

               His image is replaced by one of the highway.

                                     MAJOR BELL
                         They're gonna let some local cop 
                         blow him away.

                                     LYMAN
                         Save us all a lot of trouble.

                                     MAJOR BELL
                         Jesus Lyman, you're an ignorant fool.

                                     LYMAN
                         Bullshit!

                                     MAJOR BELL
                         You have no conception of this, do 
                         you?

                                     LYMAN
                         You jerk! You look at all the 
                         sweetness and light and goodness you 
                         think'll come out of this. You know 
                         what's gonna come out of this... The 
                         end of religion, the end of 
                         civilization, the end of the earth. 
                         We could become slaves, we could 
                         become a colony of these things. 
                         Don't you see that? Are you too stupid 
                         to see that?

                                     SHERMIN
                         Are you ladies through?...

               Bell and Lyman look at their feet.

                                     SHERMIN
                         Good... It looks like we might be 
                         the welcoming committee, so I think 
                         we should try and figure out what 
                         we're gonna do if we have to come 
                         face to face with this creature.

                                     LYMAN
                         Bell wants us to get down on our 
                         knees and bow.

                                     SHERMIN
                              (to Bell)
                         Did your people have any contingencies 
                         rehearsed?

                                     MAJOR BELL
                         No... I guess we never thought it 
                         would happen.

               It's Shermin's turn to look at his feet.

                                     SHERMIN
                         Terrific.

               On one of the screens behind him the camera has picked up a 
               lighted billboard advertising 'Kellogg's Corn Flakes' with 
               its slogan 'HAVE A GREAT DAY.'

               EXT. HIGHWAY - EARLY MORNING

               Jenny's Mustang is barreling along well over the speed limit. 
               As it PASSES US, we PAN WITH it TO a sign: SLOW FOR 
               INTERSECTION.

               EXT. INTERSECTION - EARLY MORNING

               A truckload of corn is hurtling down ON US from the north. 
               An empty semi is rumbling up from the south. The light is in 
               their favor.

               INT. MUSTANG - EARLY MORNING

               The STAR MAN is driving. It is obvious that he doesn't see 
               the red light facing him. But Jenny does. And she also sees 
               the trucks closing in from either side.

                                     JENNY
                              (loud)
                         Red light!

               The STAR MAN doesn't see it, doesn't believe her, doesn't 
               slow down.

                                     JENNY
                              (screams)
                         Stop!!!

               EXT. INTERSECTION - EARLY MORNING

               It is as if all three vehicles have heard Jenny. They slam 
               on their brakes at the same time and begin to skid toward 
               each other. It's going to be close.

               INT. MUSTANG - EARLY MORNING

               The prows of the trucks loom over Jenny and the STAR MAN 
               and, for a fleeting instant, it looks like they will join 
               the bugs imbedded in the radiators.

               EXT. INTERSECTION - EARLY MORNING

               The Mustang barely squeaks through and the trucks slam into 
               each other behind it, spilling corn all over the highway.

               INT. MUSTANG - EARLY MORNING

               It finally comes to a stop on the center line.

                                     JENNY
                         That was a red light!! I told you 
                         you have to stop at a red light!!

                                     STAR MAN
                              (sheepish)
                         It was yellow.

                                     JENNY
                         You didn't even see it.

               The STAR MAN looks back for the traffic light. It is hanging 
               from a pole in the middle of the road. Under it the truck 
               DRIVERS are climbing out of the cabs.

                                     STAR MAN
                         I will see it next time.

                                     JENNY
                         You better.

               The STAR MAN angles back into his lane and begins to pick up 
               speed.

               EXT. SIOUX FALLS - SOUTH DAKOTA - DAY

               Deftly, the STAR MAN moves in and out of the afternoon 
               traffic. A bus coming in the other direction hits a pothole 
               filled with water and the SPLASH covers the Mustang.

               INT. MUSTANG - DAY

               Jenny watches the STAR MAN calmly turn on the wipers and the 
               washer and clean the windshield. The light above the 
               intersection ahead turns red and, even though he is still 
               fiddling with the wipers, the STAR MAN manages a smooth stop 
               back of the crosswalk.

                                     JENNY
                              (indicating the red 
                              dot on the satel 
                              compass)
                         Why are you going here? What is here?

                                     STAR MAN
                         My...
                              (searches for word)
                         ...car will take me...
                              (pokes finger toward 
                              sky)
                         ...up there... home.

               The light changes and the STAR MAN continues down the street.

                                     JENNY
                              (at the red dot again)
                         When do you have to be here?

                                     STAR MAN
                         I do not understand.

                                     JENNY
                              (rubs her temples and 
                              laments to herself)
                         How will I do this one?...

               The answer is hovering above the city in front of them.

                                     JENNY
                              (pointing to the sun)
                         Sun...

                                     STAR MAN
                         Yes.

                                     JENNY
                         Sun... day. No sun... night. You 
                         understand?

                                     STAR MAN
                         Yes. Day... night.

                                     JENNY
                         How many days and nights do you have 
                         to go...
                              (prods the red dot)
                         ...here?

                                     STAR MAN
                         Three nights... two days.

                                     JENNY
                         That's not much time. I'll just slow 
                         you down. I have to sleep. I'm very 
                         tired. And I have to wash and eat. 
                         You don't...

                                     STAR MAN
                         I need you.

                                     JENNY
                         I won't tell anybody if that's what 
                         you're worried about. I promise. 
                         You'll keep...

                                     STAR MAN
                         No.

                                     JENNY
                         You'll keep the car. I'll take a 
                         bus...
                              (an awful possibility 
                              occurs to her)
                         Am I going up there with you... in 
                         your ship... up there?

                                     STAR MAN
                         No.

                                     JENNY
                         Then let me go. You don't need me.

                                     STAR MAN
                         No.

                                     JENNY
                         I feel like I'm going crazy here. 
                         You're Scott. But he's dead. I don't 
                         know what's real anymore. I can't be 
                         here with you.

               The STAR MAN is unyielding.

                                     JENNY
                         Do you understand what I'm saying to 
                         you? You can keep the car.
                              (she hands him some 
                              money)
                         That should be enough for gas from 
                         here to there. Please let me go.

                                     STAR MAN
                              (taps the red dot on 
                              the satel compass)
                         When we get here.

               Jenny slams herself angrily back in the seat.

                                     JENNY
                         You bastard.

               Her upper lip trembles and, in spite of herself, she might 
               cry. The STAR MAN sees the center lane is open. He checks 
               his side mirror and drifts over, only to be caught by a light. 
               The car is still rolling when Jenny makes her move. She throws 
               open the door and, by the time the STAR MAN turns around, 
               she is out and running.

                                     STAR MAN
                         Jennyhaydn!

               He takes his foot off the brake to go after her and the car 
               lurches into the cross traffic. He clambers back behind the 
               wheel, regains control and cuts a hard right in front of the 
               other car waiting at the light.

               EXT. STREET - SIOUX FALLS - DAY

               Over her shoulder, Jenny can see the Mustang coming. She 
               dodges up a brick walkway toward a J.C. Penney shopping mall. 
               The Mustang skids to a stop at the curb. The STAR MAN jumps 
               out in time to see Jenny push her way past a stream of 
               pedestrian traffic and enter the mall. He leaves the car and 
               zigzags through the people in that direction.

               INT. SHOPPING MALL - DAY

               As he barges in, the STAR MAN accidentally knocks a cup of 
               Coke out of a YOUNG MAN's hand.

                                     YOUNG MAN
                         Hey!!

               In a panic to find Jenny, he continues jostling past people 
               to look in the shops that border the atrium.

               MEZZANINE

               Jenny warily approaches the railing and peers over. Below 
               her the STAR MAN comes out of a record store. She turns away 
               and gets on the escalator to the second floor.

               ON THE GROUND FLOOR

               The STAR MAN thinks he sees Jenny in an electronics store, 
               but when the girl turns around, it is obviously not her. 
               Backing out of there, he knocks over a sandwich board 
               advertising a restaurant. The LOUD THWACK it makes when it 
               hits the cement turns faces in his direction.

               Jenny's is not among them. His eyes raise to the mezzanine. 
               Maybe she's there. He looks wildly around for a way up. He 
               spots the escalator and, trying to keep the upper floor in 
               view while he runs for it, he slams into an unattended pram.

               It begins to tip over. The BABY INSIDE SCREAMS. The STAR MAN 
               manages to snatch it out of the carriage before it hits the 
               floor. He is looking for a place to put it when the MOTHER 
               comes charging out of a plant store.

                                     MOTHER
                         My baby!!! He's stealing my baby! 
                         Burt!!

               The STAR MAN holds the baby out to her.

               She grabs it out of his hands and he turns to leave.

                                     MOTHER
                         Burt!! Somebody stop him!! He was 
                         stealing my baby!!

               Two tough-looking MEN in T-shirts step in to block the STAR 
               MAN's way to the escalator.

                                     MAN
                         Where you think you're going?

               Not understanding, the STAR MAN tries to get by them. They 
               push him back.

                                     STAR MAN
                         Please.

               A tall, skinny blond man with spectacles elbows his way to 
               the Mother.

                                     MOTHER
                         He was trying to steal Gloria.

               Two steps and Burt is on the STAR MAN. He spins him around.

                                     BURT
                         Is that right? Huh?

               He throws him back against the crowd that has gathered.

                                     STAR MAN
                              (stutters)
                         Please.

               Burt pulls the STAR MAN up by his shirt front and shakes 
               him.

                                     BURT
                         Is that right? Come on. Answer me.

               Fear erases the STAR MAN's tenuous grasp of English and he 
               begins to jabber in his own language. This makes Burt even 
               madder.

                                     BURT
                         Were you trying to steal my baby? 
                         Huh? Answer me!

                                     STAR MAN
                         Jennyhaydn!

               SECOND FLOOR

               Jenny has just gotten on the escalator to the third floor 
               when she hears her name. She knows she shouldn't but she 
               gets off and joins the crowd at the railing. From there, she 
               can see the STAR MAN trapped in a circle of people. He clubs 
               Burt away from him and tries to thrash his way out of the 
               mob.

                                     STAR MAN
                         Jennyhaydn!

               One of the T-shirts throws him back and Burt begins to punch 
               him. We MOVE IN UNTIL we are CLOSE ON Jenny's face.

               GROUND FLOOR

               Some of the onlookers have joined Burt in his attempt to 
               bring the STAR MAN down. Growling in his own language, the 
               STAR MAN fights back as best he can. The sleeve of his 
               windbreaker is torn. One of the T-shirts lands a blow on his 
               right shoulder that turns the STAR MAN around. He takes a 
               blow on the chest. Another in the kidneys. Burt gets a grip 
               on the STAR MAN's left wrist and holds on. The attackers 
               close in. Jenny's voice cuts through the din.

                                     JENNY (O.S.)
                         Stop it!!! Stop it!!!

               She barges into the fray and starts peeling the men away 
               from the STAR MAN.

                                     JENNY
                         Get away from him!! Leave him alone!! 
                         You stupid jerks!! He's retarded!! 
                         Can't you see that?!! Get away from 
                         him!!

               The men do. Jenny pushes the sleeve of the torn wind-breaker 
               back up on the STAR MAN's shoulder.

                                     MOTHER
                         He was stealing my baby...

                                     JENNY
                         You're wrong!! He would never do 
                         anything like that!!
                              (takes STAR MAN's 
                              hand)
                         Let's go...

                                     MOTHER
                         He had Gloria in his hands!

                                     JENNY
                         He's retarded! I shouldn't have left 
                         him alone!

               She starts to push out of the circle. Burt steps in to block 
               her.

                                     JENNY
                              (hisses)
                         Get out of my way.

               She stares at him until he does, then leads the STAR MAN 
               down the path that opens for them in the crowd. They pass a 
               MALL GUARD who has just arrived.

               EXT. STREET - SIOUX FALLS - DAY

                                     JENNY
                         Are you okay?

               Still shaken, the STAR MAN nods. Jenny realizes that it is 
               comforting to him to have his hand in hers and she leads him 
               like a child down the sidewalk to the Mustang.

                                     STAR MAN
                              (as Jenny puts him in 
                              the passenger seat)
                         Thank you.

               The Mall Guard follows them down the walk-way and watches 
               them drive off. He scribbles the license number in his 
               notebook.

               INT. GREYHOUND BUS STATION - SIOUX FALLS - DAY

               At the counter Jenny puts her Visa card back into her wallet 
               while the CLERK staples the pages of a ticket into a travel 
               folder.

                                     CLERK
                              (handing it to her)
                         Gate three. It's boarding now.

                                     JENNY
                         Thank you.

                                     CLERK
                         Have a nice trip.

               We FOLLOW Jenny THROUGH the people milling around the benches 
               in the waiting area TO the STAR MAN seated in an open-faced 
               coffee shop. He is watching a MOTHER feed her baby in the 
               booth across from him. A map of the United States is spread 
               out on the formica. Jenny plunks herself down catty-cornered 
               from him. The tear in his sleeve has been closed with safety 
               pins.

                                     JENNY
                         The closest I was able to get you 
                         was Lathrop Wells...

                                     STAR MAN
                              (pointing to baby)
                         Is that a baby?

                                     JENNY
                         Yes.

                                     STAR MAN
                         A baby is a new person?

                                     JENNY
                         Eh... yes...

                                     STAR MAN
                         Do you have a baby?

                                     JENNY
                         No... The closest...

                                     STAR MAN
                         Why?

                                     JENNY
                         I'd love to have a baby. But I 
                         can't...

                                     STAR MAN
                         Why?

                                     JENNY
                         I can't... Forget the baby. Okay? 
                         The closest I was able to get you 
                         was Lathrop Wells. You'll have to 
                         hitchhike the rest of the way.

               The STAR MAN looks at the map. Lathrop Wells is a small town 
               north of Las Vegas on Highway 95. From there he runs his 
               finger to a spot in the Funeral Range of Death Valley.

                                     STAR MAN
                         But I must go here.

                                     JENNY
                         I know that. But the buses don't go 
                         there.

                                     STAR MAN
                              (suspicious)
                         What is hitchhike?

                                     JENNY
                         That's easy. I'll explain that in a 
                         minute. This is your ticket. When 
                         you get on the bus here, the driver 
                         will take this part. You will ride 
                         to Omaha. When you get to Omaha, ask 
                         the driver. 'Salt Lake City, please. 
                         I do not speak English.'

               The STAR MAN nods that he understands.

                                     JENNY
                         Say it.

                                     STAR MAN
                         'Salt Lake City, please. I do not 
                         speak English.'

                                     JENNY
                         The driver will...

                                     STAR MAN
                         But I speak English.

                                     JENNY
                         Will you please do it my way? You'll 
                         get into trouble if you don't. If 
                         anybody talks to you, tell them... I 
                         do not speak English.

                                     STAR MAN
                              (indignant)
                         I do not speak English.

                                     JENNY
                         Right. In Omaha the driver will put 
                         you on the bus for Salt Lake City 
                         and the new driver will take...
                              (bends back second 
                              portion of ticket)
                         ...this part. When you get to Salt 
                         Lake City, ask the driver, 'Las Vegas, 
                         please'...

                                     STAR MAN
                              (impatient)
                         'Las Vegas, please. I do not speak 
                         English.' What is hitchhike?

                                     JENNY
                         You want this ticket?

                                     STAR MAN
                         Yes.

                                     JENNY
                         Then don't be smart.

                                     P.A. SYSTEM (V.O.)
                         Last call for bus 33 to Vermillion, 
                         Sioux City and Omaha... loading at 
                         Gate 3.

                                     JENNY
                         That's your bus.
                              (picks up the map and 
                              folds it)
                         When you get to Las Vegas, ask the 
                         driver. 'Lathrop Wells, please. I do 
                         not speak English.'

                                     STAR MAN
                              (falling into step 
                              next to her)
                         'Lathrop Wells, please. I do not 
                         speak English.'

                                     JENNY
                              (hands him the map)
                         You keep this. Now this is hitch-
                         hike...
                              (stops in the middle 
                              of the waiting area 
                              to illustrate)
                         You stand on the side of the road, 
                         the highway... you understand? And 
                         you face the cars going in the 
                         direction you want to go. When you 
                         see a car or a truck coming, you 
                         stick out your thumb like this...

               Jenny takes a few sweeps at an imaginary highway with her 
               thumb. The stares this pantomime draws make the STAR MAN 
               more nervous about the bus trip than he already is.

                                     JENNY
                         Your thumb tells the driver that you 
                         want a ride.

                                     STAR MAN
                         The car will stop?

                                     JENNY
                              (continuing toward 
                              the loading platform)
                         Not every car, but... a car will 
                         stop... Maybe not the first car... 
                         maybe number eight, number fifteen...

               The STAR MAN stops.

                                     STAR MAN
                         When do I get to Lathrop Wells?

                                     JENNY
                         Tomorrow morning. Start hitch-hiking 
                         right away and...

               Jenny pushes open a glass door to:

               EXT. LOADING PLATFORM - DAY

                                     JENNY
                         ...you'll have plenty of time to get 
                         to where you want to go.

               The STAR MAN hangs back when he sees the security guards.

                                     JENNY
                         Don't worry. They're not going to 
                         hurt you. Come on.
                              (gives him ticket)
                         Only show this to the driver. Nobody 
                         else. And don't lose it.

                                     STAR MAN
                         Can I have the gun?

                                     JENNY
                         No.

               She maneuvers him into the end of the line.

                                     JENNY
                         You might need this.

               She takes some of the paper money out of her wallet and stuffs 
               it in his pocket.

                                     JENNY
                         Don't be afraid. Do what I told you 
                         and you'll be okay.

                                     STAR MAN
                              (nervous)
                         Yes.

               The line moves forward a step.

                                     JENNY
                         Well... I'm going to go now.

                                     STAR MAN
                         Go?

                                     JENNY
                         Yes. I have a long ride ahead of 
                         me...
                              (takes his hand)
                         Goodbye.

                                     STAR MAN
                         Goodbye.

               He watches her walk away.

                                     STAR MAN
                         Jennyhaydn.

                                     JENNY
                         Yes?

                                     STAR MAN
                         Please stay.

               Jenny comes back and takes his hand.

                                     JENNY
                         I'll stay till you get on the bus.

               A family of four climbs aboard and the line moves up. The 
               STAR MAN is alert to everything happening on the platform. 
               Jenny sneaks him an affectionate look. No one in front of 
               him has baggage to check and they move quickly past the DRIVER 
               until the STAR MAN is next in line.

                                     DRIVER
                         Ticket?

               The STAR MAN hands the Driver his ticket. The Driver rips 
               out the first coupon and hands it back.

                                     JENNY
                         See? You're going to be okay.

               When they stop at the door, she impulsively kisses him on 
               the cheek.

                                     JENNY
                         Goodbye.

                                     STAR MAN
                              (touches his cheek)
                         What?

                                     JENNY
                         It's a kiss...
                              (she motions for him 
                              to get on the bus)
                         Goodbye...

                                     DRIVER
                         Let's go.

               The STAR MAN climbs the steps just ahead of him. The door 
               closes. Its ENGINE REVVING, the bus backs out of its stall. 
               Jenny catches a glimpse of the STAR MAN bent over in the 
               aisle looking out at her. She waves until the bus rounds the 
               building.

               EXT. GREYHOUND PARKING LOT - DAY

               Jenny's green Mustang loops around the end of a row of cars 
               and heads for the street.

               INT. MUSTANG - DAY

               LOOKING OVER Jenny's SHOULDER, we SEE the Star Man waiting 
               for her at the curb.

                                     JENNY
                              (softly)
                         Oh no...

               She stops next to him and rolls down her window.

                                     JENNY
                         What happened?

                                     STAR MAN
                         I was afraid.

               Jenny moans and lays her head on the vinyl of the window 
               sill. When she raises up, he smiles at her.

                                     JENNY
                         Okay, you win. Get in.

               INT. SHOPPING MALL - DAY

               Shermin is standing next to the security guard in the middle 
               of a knot of shouting people.

                                     SHOPKEEPER
                         This kind of thing's real bad for 
                         business...

                                     TOUGH
                         He couldn't even speak English.

                                     MOTHER
                         Those kind of people should be shot.

                                     ONLOOKER
                         What happened?

                                     WAITRESS
                         I think he was just lost...

                                     BURT
                         Who's side are you on?

                                     TOUGH
                         No way he was going to get away from 
                         me.

               We move in on a lapel mike pinned to the front of Shermin's 
               shirt.

               INT. HELICOPTER - DAY

               The hubbub in the shopping center is being recorded on a 
               tape deck. Lyman, a phone to his ear, is seated in front of 
               the television screens.

                                     LYMAN
                         Where's that?... And it was one 
                         person, one way...

               He hangs up and heads for the rear door. Jenny Haydn's current 
               Visa statement occupies the upper left screen. The last two 
               items are circled: The charge for the Greyhound ticket and 
               the credit for the return of that ticket.

               EXT. SHOPPING MALL - DAY

               The security guard tags Shermin into the parking lot.

                                     SECURITY GUARD
                         Eyewitnesses are the worst. You get 
                         two of them together. You got three 
                         stories. You know what I mean?

               Shermin sees Lyman come out of the crowd surrounding the 
               police cars in front of the helicopter.

                                     SECURITY GUARD
                         Is there a reward in this?

                                     SHERMIN
                         Huh?... Eh... no, there isn't

                                     SECURITY GUARD
                         Because I'm the one who called the 
                         police, you know.

                                     SHERMIN
                         Yeah, thanks. We appreciate that.

                                     SECURITY GUARD
                         Hey, it's none of my business why 
                         you're chasing a retard... You want 
                         my opinion, it's the girl. She had 
                         to hold the guy's hand all the way 
                         to the car like he was a kid.

                                     SHERMIN
                         You saw that?

                                     SECURITY GUARD
                         Hey... he didn't look like no big 
                         time criminal to me.

               Lyman meets them. It is obvious he has something to tell 
               Shermin.

                                     SECURITY GUARD
                         Eh... the store tells you to call 
                         when there's trouble, so they won't 
                         get sued... But that shouldn't matter 
                         if there's a reward, right?

                                     SHERMIN
                         I wouldn't think so.

                                     SECURITY GUARD
                              (peeling off)
                         That's what I thought. So remember 
                         it was me because sometimes rewards 
                         come late, you know.

                                     SHERMIN
                         We will.
                              (he turns to Lyman)
                         Something's wrong here. She's helping 
                         him now.

                                     LYMAN
                              (alarmed)
                         I know. She bought him a ticket for 
                         Lathrop Wells and put him on the 
                         bus. He didn't stay on though and 
                         they drove off together.

                                     SHERMIN
                              (shaking his head)
                         Doesn't make sense.

                                     LYMAN
                         Maybe he's turned her into one of 
                         them. They enter the crowd around 
                         the helicopter.

               EXT. INTERSTATE 29 - DAY

               The Mustang cruises along between fields of corn.

                                     JENNY (V.O.)
                         Why did your ship land on this 
                         planet... on Earth?

                                     STAR MAN (V.O.)
                         It was a mistake.

               INT./EXT. MUSTANG - DAY

               The following conversation will be played over various views 
               of Americana: a station wagon load of kids, waving and 
               laughing, lovers kissing at a bus stop, billboards, car lots, 
               a dog taking a leak against a tree, cheerleaders practicing 
               on a football field, a funeral cortege, a telephone repairman 
               up on a pole.

                                     JENNY
                         You thought we were a different 
                         planet?!

                                     STAR MAN
                         No. My ship was doing a map of all 
                         the suns and...

                                     JENNY
                         Stars... When a sun is far away, we 
                         call it a 'star.'

                                     STAR MAN
                         We were doing a map of the stars and 
                         all the other things up there when 
                         we saw a small ship. My... eh... we 
                         kidnapped it. On it there was a map 
                         that said how to come to Earth. This 
                         was very important. Before then, we 
                         thought we were the only people in 
                         all the stars.

                                     JENNY
                         You did? That's funny. So did we.

                                     STAR MAN
                         Yes?

                                     JENNY
                         Yes.

                                     STAR MAN
                         We told our home, and the people who 
                         tell us what to do on my planet said 
                         to come and look but not to talk, 
                         not to land, not to shoot. Just to 
                         look from up there. We came and... 
                         the driver of my ship...

                                     JENNY
                         The captain...

                                     STAR MAN
                         The captain wanted to land to see 
                         close and to get some things from 
                         Earth to take home. The police came 
                         and shot at us. One of the people 
                         from my ship was killed.

                                     JENNY
                         Oh, that's terrible. I'm sorry. Was 
                         he a good friend?

                                     STAR MAN
                         I don't understand 'friend.'

                                     JENNY
                         A friend is a person that is good to 
                         you... someone you like to be with... 
                         someone you like to laugh with...

                                     STAR MAN
                         He was a good friend... The captain 
                         took the ship away fast and I was 
                         not in the ship.

                                     JENNY
                         The police shouldn't have started 
                         shooting. But you can hardly blame 
                         them. You surprised them. They didn't 
                         know you were up there. When they 
                         saw you, they thought you were here 
                         to hurt us.

                                     STAR MAN
                         I understand.

                                     JENNY
                         Sounds like your captain's going to 
                         get hell when he gets back home.

                                     STAR MAN
                         What is hell?

                                     JENNY
                         It's bad.

                                     STAR MAN
                         He will.

               Pause. Jenny feels the STAR MAN staring at her. She turns to 
               look at him. His gaze doesn't waver. She looks back at the 
               road, then back at the STAR MAN.

                                     JENNY
                         What are you doing?

                                     STAR MAN
                         Are you my friend?

                                     JENNY
                         Yes.

                                     STAR MAN
                              (smiles)
                         I am your friend.

               EXT. INTERSTATE 80 - NIGHT

               Jenny's Mustang is whipping west out of Lincoln, Nebraska. 
               We HEAR A JUMBLE OF RADIO STATIONS as the SELECTOR is RUN 
               THROUGH THE FREQUENCIES.

               INT. MUSTANG - NIGHT

               Jenny is driving. The STAR MAN finds a RELIGIOUS STATION ON 
               the RADIO.

                                     PREACHER (V.O.)
                              (on radio)
                         God is your creator. God is your 
                         master. God is you savior. God is 
                         the only reason that you exist. If 
                         God...

                                     STAR MAN
                              (during the above)
                         Who is God?

               Jenny is tired. She doesn't want to get into that.

                                     JENNY
                         Nobody knows.

                                     STAR MAN
                         Why?

                                     JENNY
                         I don't know.

               The STAR MAN lets it drop and finds a COUNTRY AND WESTERN 
               STATION.

                                     STAR MAN
                         I like this music.

                                     JENNY
                         I've noticed... Do you understand 
                         what they're saying?

                                     STAR MAN
                         Not all... but it feels like a kiss.

               Jenny smiles at him, then:

                                     JENNY
                         Do you have music up there?

                                     STAR MAN
                         Yes.

                                     JENNY
                         I'd like to hear it. Can you sing 
                         something?

                                     STAR MAN
                         I do not want to.

                                     JENNY
                         Don't be afraid... I'd really like 
                         to hear it.

               She TURNS OFF the RADIO.

                                     JENNY
                         Please.

               He turns away from her, clears his throat and begins. His 
               singing is like nothing we have ever heard. Vibrations of 
               tones and glottal stops blend into a haunting, seductive 
               fugue. The STAR MAN stops.

                                     STAR MAN
                         I am not a good singer.

                                     JENNY
                         That was beautiful.

                                     STAR MAN
                              (incredulous)
                         You liked my singing?

                                     JENNY
                         Yes. Sing some more.

               EXT. INTERSTATE 80 - NIGHT

               With the STAR MAN's SERENADE WAFTING over the Nebraska plains, 
               we FALL BACK TO FIND a Highway Patrol car tagging along at a 
               safe distance behind the Mustang.

               EXT. BEST WESTERN MOTEL - NIGHT

               The STAR MAN stops the Mustang in front of the office. He 
               and Jenny get out and go inside. As the door closes on them, 
               three Nebraska Highway Patrol cars speed up the off-ramp. 
               The lead car turns right on a surface street and enters the 
               motel parking lot at the far end.

               The middle car goes straight across the intersection and 
               positions itself at the curb next to the driveway, giving 
               access to a frontage road which leads to an on-ramp. The 
               last car also turns right on the surface street, but parks 
               in a restaurant parking lot directly across from the office.

               INT. OFFICE - BEST WESTERN MOTEL - NIGHT

               In answer to Jenny's bell, the night CLERK comes out of the 
               living quarters in the back, finger combing his sleep-rumpled 
               hair.

                                     CLERK
                         What can I do for you folks?

                                     JENNY
                         How much are your rooms?

                                     CLERK
                         Thirty-seven fifty for one person, 
                         forty-nine fifty for two.

               Drawn by the bright colors on their covers, the STAR MAN 
               wanders over to the magazine rack. By chance, he selects a 
               copy of 'Playgirl' and begins to look through it.

                                     JENNY
                         You have one with two beds?

                                     CLERK
                         Sure.

                                     JENNY
                         I'll take that.

                                     CLERK
                              (slides her a 
                              registration card)
                         Fill this out.
                              (as Jenny writes)
                         Will this be cash or credit card?

                                     JENNY
                         Credit card.

                                     CLERK
                         I'll have to run your card off now.

                                     JENNY
                              (digging through her 
                              purse)
                         We're only going to be here a few 
                         hours...

                                     CLERK
                         It's still the full price.

                                     STAR MAN
                         Jenny, look...

               From behind the STAR MAN, we WATCH Jenny react to the open 
               Playgirl centerfold that he is holding up.

                                     JENNY
                         Put that back.

                                     STAR MAN
                         But I have never seen this before. I 
                         am not complete.

               Although we cannot see it, we know what he is pointing at.

                                     JENNY
                         Put it back.

               The STAR MAN swivels the picture around so that he can see 
               it. Jenny hands the smirking Clerk her credit card. He steps 
               to the side and inserts it into the imprinter. Out of the 
               corner of his eye, he sees a dot of light leave the STAR 
               MAN's forehead to drop behind the magazine and into his 
               trousers.

               The Clerk glances over at Jenny to see if she hears the 
               HISSING that is going on behind the STAR MAN's fly. She does 
               and she hopes it'll stop soon. His eyes on the STAR MAN, the 
               Clerk fumbles the key to 117 off the rack.

                                     CLERK
                         You can park your car in front of 
                         the room.

               He drops the key on the counter.

               INT. MIDDLE PATROL CAR - NIGHT

               Through his side window, the DRIVER can see the motel office.

                                     DRIVER
                              (into microphone of 
                              his radio)
                         What did these two do?

               INT. LAST PATROL CAR - NIGHT

                                     SECOND DRIVER
                         All anybody knows is that they're 
                         armed and dangerous.

               In the office, he can see Jenny and the STAR MAN leave the 
               counter and head for the door. He raises a pair of binoculars 
               to his eyes for a good head-on look at them.

               THROUGH THE BINOCULARS

               We SEE Jenny and the STAR MAN come out of the motel office.

               BACK TO SCENE

               The Second Officer lowers the glasses and looks down at the 
               telex pictures of Jenny and the STAR MAN taped to the 
               dashboard.

                                     SECOND OFFICER
                         Be a piece of cake for us to take 
                         'em.

               INT. LEAD PATROL CAR - NIGHT

               THROUGH the WINDSHIELD, we can SEE Jenny and the STAR MAN 
               approaching the Mustang.

                                     THIRD DRIVER
                         National Security folks should be 
                         here any minute. Let them take care 
                         of it. That's what they get the big 
                         bucks for.

               EXT. BEST WESTERN MOTEL - NIGHT

                                     STAR MAN
                         I want a drink. May I have two 
                         quarters?

               At the passenger door, Jenny sets her purse on the car roof 
               to take out her wallet.

                                     JENNY
                              (handing it to him)
                         You shouldn't drink so much of that 
                         stuff. It's bad for you.

                                     STAR MAN
                         On the radio they say it's good.

                                     JENNY
                         Hurry up.

               Over her purse she notices the patrol car facing her from 
               the restaurant parking lot. There is certainly nothing unusual 
               about a patrol car in a restaurant parking lot. She shrugs 
               it off and gets in the Mustang.

               INT. MUSTANG - NIGHT

               Jenny's behind hasn't even hit the seat before she sees the 
               patrol car parked on the frontage road off to her left. She 
               looks at the STAR MAN. He's busy pounding on the drink 
               machine. She turns around to check the lot behind her and 
               spots the patrol car there.

                                     STAR MAN
                              (coming to the car 
                              with a drink can in 
                              each hand)
                         The machine gave me two. Should I 
                         put one back?

                                     JENNY
                         No. Get in.

                                     STAR MAN
                              (rounding the hood)
                         You can have one.

                                     JENNY
                              (as he gets in)
                         I'm not sleepy anymore. Let's drive 
                         for a little while longer.

               The STAR MAN stiffens when he sees the patrol car on the 
               frontage road.

                                     STAR MAN
                         Are you angry at me?

                                     JENNY
                         No. I'm just not tired. Let's go.

               EXT. BEST WESTERN MOTEL - NIGHT

               The Mustang moves toward the frontage road.

               INT. LAST PATROL CAR - NIGHT

                                     SECOND DRIVER
                              (as the Mustang rolls 
                              onto the frontage 
                              road)
                         They made us. Let's get 'em.

               EXT. BEST WESTERN MOTEL - NIGHT

               All three patrol cars jam on their rack lights and, with 
               their SIRENS HOWLING, peel out after Jenny and the STAR MAN.

               INT. MUSTANG - NIGHT

               At the SOUND, the STAR MAN snaps his attention to the rear 
               view mirror. It's ablaze with police lights. He tromps on 
               the gas.

                                     JENNY
                         No.

               INT. HELICOPTER - NIGHT

               Shermin is patched into the Nebraska Highway Patrol and is 
               listening to the pursuit.

               EXT. INTERSTATE 80 - NIGHT

               The Mustang careens down the on-ramp and squeezes into the 
               traffic a hair's breath ahead of an 18-wheeler. This cuts 
               off the patrol cars momentarily, but the Mustang doesn't 
               have the speed to stay ahead of them. Using the other cars 
               on the road as shields, the STAR MAN dodges from lane to 
               lane trying to keep the police from coming alongside.

               INT. MUSTANG - NIGHT

               The lead patrol car feints forward on the STAR MAN's side. 
               The STAR MAN sways over to cut it off and the middle patrol 
               car slips in next to Jenny. The STAR MAN grabs the gun from 
               under the seat.

                                     JENNY
                         No!!! No!!!

               INT. MIDDLE PATROL CAR - NIGHT

                                     DRIVER
                         He's got a gun!!

               INT. MUSTANG - NIGHT

               Jenny screams.

               A shotgun blast from the middle patrol car rips through the 
               door and into Jenny. Part of the FRONT WINDOW is BLOWN OUT. 
               Bleeding badly, she slumps against the STAR MAN.

                                     STAR MAN
                         Jennyhaydn! Jennyhaydn!!

               Her eyelids flutter open and she tries to speak, but can't. 
               The middle patrol car is lining up for another shot. The 
               STAR MAN slams the Mustang into it, sending it spinning onto 
               the shoulder and into a ditch.

               The last patrol car speeds up to replace it. The lead patrol 
               car slips in next to the STAR MAN. They've got him in a 
               sandwich. The STAR MAN stands on his brakes.

               EXT. INTERSTATE 80 - NIGHT

               Caught by surprise, the patrol cars rocket ahead of him. The 
               Mustang cuts across the swatch of land that acts as a center 
               divider in the highway and races west in the eastbound lanes.

               INT. MUSTANG - NIGHT

               The STAR MAN squints against the headlights of the on-coming 
               traffic as he calmly wedges his way straight through it.

               EXT. INTERSTATE 80 - NIGHT

               The lead patrol car tries to follow him but is clipped by a 
               Cadillac swerving to avoid the STAR MAN and bounced back 
               into the center divider. The last patrol car parallels the 
               Mustang in the westbound lanes.

               INT. MUSTANG - NIGHT

               The STAR MAN realizes he's still boxed in. A car carrier 
               swerves by on his left. The lane behind is open. The STAR 
               MAN takes advantage of the opportunity.

               EXT. INTERSTATE 80 - NIGHT

               The Mustang vaults off the shoulder of the highway into an 
               open field and bullets away through the weeds.

               The rush of oncoming traffic traps the three patrol cars in 
               the center divider.

               INT. MUSTANG - NIGHT

               Jenny moans as the car jostles over the rough ground. The 
               STAR MAN puts out a hand to cushion her ride. His headlights 
               pick up a gravel road splitting the field and he turns onto 
               it. In a quick look back, he sees the patrol car shooting 
               across the highway after him.

               EXT. GRAVEL ROAD - NIGHT

               We FOLLOW the Mustang as it winds upward through the grazing 
               lands sparsely dotted with clumps of trees. The plume of 
               dust kicked up by the fleeing car is turned silver by a full 
               moon. The WAIL OF the PATROL CARS is DISTANT BUT CLOSING.

               EXT. PASTURE - NIGHT

               The Mustang barrels around a curve and slides to a surprise 
               stop before a gate in a barbed wire fence that ends the road. 
               With the .45 in his hand, the STAR MAN jumps out of the car 
               and tries the gate. It is locked.

               When he turns back to the car, he sees something that 
               frightens him more than the approaching patrol cars. A 
               helicopter has joined the chase. He looks for a place to 
               hide. A stand of cottonwood and elm fifty yards on the other 
               side of the gate offers the only protection.

               The STAR MAN opens the passenger door. Jenny is soaked in 
               her own blood. He hooks the strap of her purse over his 
               shoulder, lifts her tenderly and, cradling her in his arms, 
               wiggles between a fence post and the gate and jogs into the 
               trees.

               EXT. PASTURE - NIGHT

               The helicopter sets down behind the Mustang. Shermin leads 
               Bell, Lyman and the technicians to the car.

                                     LYMAN
                              (seeing the blood on 
                              the passenger seat)
                         One of them must be pretty badly 
                         hurt.

               Shermin pushes the seat forward. The STAR MAN's life-support 
               suit is stuffed in the space behind it. The patrol cars skid 
               around the curve.

                                     SHERMIN
                              (to Bell, indicating 
                              the suit)
                         Get this back to the copter.

               Shermin takes a bullhorn from Lyman and goes around to the 
               front of the Mustang. The highway patrolmen get out of their 
               cars behind him.

                                     SHERMIN
                              (bullhorn to woods)
                         Mrs. Haydn, please come out. We don't 
                         want to hurt you or your friend. 
                         Please put down your weapon and come 
                         out.

               EXT. TREES - NIGHT

               Jenny's limp weight is beginning to slow the STAR MAN. He 
               hears the bullhorn but doesn't stop.

               EXT. PASTURE - NIGHT

               Shermin lowers the bullhorn and speaks to the patrolmen.

                                     SHERMIN
                         Okay, fan out. These people have a 
                         gun but we want them alive. 
                         Understand?

               EXT. TREES - NIGHT

               A deep shadow on the other side of an elm offers a likely 
               hiding place. He moves through the underbrush toward it. 
               Without warning, his feet begin to slip out from under him. 
               He struggles to regain his balance.

               When he does he looks down to find himself staring at a RAGING 
               RIVER 150 feet below. The bank on the other side is just a 
               few feet above the water and in the moonlight he can see a 
               flat plain cut by a highway that stretches into the distance. 
               Slowly, he backs away from the edge of the cliff.

               From under the elm he watches the helicopter sweep out over 
               the ravine. Its searchlight darts toward him bleaching the 
               treeline. The overhanging branches cloak him and Jenny and 
               the light passes without picking them up. The STAR MAN adjusts 
               his grip on Jenny and starts off in the opposite direction 
               from the helicopter to look for a way down the cliff.

               EXT. TREES - NIGHT

               Shermin, his people and the patrolmen are combing the woods 
               with flashlights in a picketline search. The Third Driver 
               stops at the mouth of a clearing that runs between the 
               cottonwood and elm to the cliff. He takes a bite off a block 
               of chewing tobacco.

               As he replaces it in his pocket, he sees a shadow flit across 
               the far end of the clearing. He swings his flashlight in 
               that direction. The beam catches a piece of Jenny and the 
               STAR MAN.

                                     THIRD DRIVER
                         Over here! They're over here!

               EXT. TREES - NIGHT

               Standing on the rim of the gorge, the STAR MAN sees the rays 
               of his pursuers' flashlights choking off any possible escape. 
               He eases Jenny to the ground behind a boulder. She whimpers 
               with the pain.

                                     STAR MAN
                              (strokes her cheek)
                         You will be all right.

               He stretches over the top of the boulder and scatters FOUR 
               SHOTS at the lights.

               EXT. TREES - NIGHT

               The patrolmen, the technicians and Shermin all hit the ground 
               and kill their lights.

                                     SHERMIN
                         Mrs. Haydn, we don't want to hurt 
                         you. Put down your gun and come out. 
                         We just want to talk to your friend.

               THE STAR MAN AND JENNY

               The STAR MAN peers around the boulder. At that instant the 
               searchlight from the helicopter happens to splash across the 
               men in the field. He sees that their guns are drawn and 
               pointed in his direction. The STAR MAN pulls back and takes 
               a marble from his pouch. It grows and glows gold as the STAR 
               MAN rolls it between his palms. When it reaches the size of 
               a baseball, he clutches it firmly in his right hand and 
               EMPTIES the .45 toward Shermin and the police. This time, 
               there is a BARRAGE OF ANSWERING FIRE.

               With the BULLETS RICOCHETING around him, the STAR MAN lifts 
               Jenny to his shoulder. He massages the golden orb until it 
               becomes the size of a soccer ball, then takes two quick steps 
               to the edge of the cliff and leaps into the abyss.

               EXT. ABYSS - NIGHT

               The upward thrust of the ball supports their fall and under 
               its glow they begin a slow descent to the other side of the 
               river. Above them, the helicopter dips back and locks its 
               searchlight on the shelf of boulders they just left.

               EXT. PLAIN - NIGHT

               The STAR MAN sets down with the smoothness of a man stepping 
               off an escalator. He looks over his shoulder. The helicopter 
               is still concentrating its spotlight on the ridge. He speaks 
               to the ball in his language.

                                     STAR MAN
                              (subtitles)
                         Iron channel message. Almost caught 
                         by pursuers. This may hinder escape. 
                         Wait for me.

               He lets the ball go and, with even more velocity than the 
               others, it zips into the sky.

                                                               DISSOLVE TO:

               EXT. TRUCK STOP - NIGHT

               A WOMAN in a Frederick's of Hollywood negligee lets a TRUCK 
               DRIVER out of one of the Winnebagos parked to the side of 
               the main building.

                                     WOMAN
                         Don't forget to tell the boys where 
                         you had a good time.

                                     DRIVER
                              (calling back to her)
                         You weren't that good.

               Her rusty laugh follows him into the parking lot. He walks 
               between the trucks to a semi which has half of a pre-fab 
               mobile home tied onto its flat-bed. The polyethylene that 
               covers the open side of the house flaps in the WIND at the 
               lower corner next to the cab. The Driver opens his door. He 
               takes out a staple gun and refastens the dark green plastic 
               to the house frame.

               INT. HALF HOUSE - NIGHT

               In the middle of the empty bedroom, the STAR MAN tries to 
               cushion Jenny against the sudden JOLTS made by the semi as 
               it lumbers out of the parking lot.

               EXT. HIGHWAY 76 - NIGHT

               With the Driver taking it smoothly through the gears, the 
               semi picks up speed.

               INT. HALF HOUSE - NIGHT

               The STAR MAN moves Jenny into a rectangle of moonlight shaped 
               on the floor by a high, wide window and strips off her blouse.

               The cold light marbles Jenny's skin and makes the blood from 
               her wounds appear black. With her blouse, the STAR MAN wipes 
               away the blood on the right side of her head and neck. He 
               finds a deep glass cut on her cheek and two entry points in 
               her neck. He concentrates on her cheek and we can SEE the 
               glow of his brain through his human skin.

               A bit of the white light comes out of his forehead. It tumbles 
               across to Jenny's cheek and settles into the wound. The STAR 
               MAN watches intently as one end of the wound flares brightly 
               for an instant, then dies. The flesh left behind has been 
               closed without a scar.

               A larger piece of light drops out of his forehead into what's 
               left of the gash. With that area suffused in a healing glow, 
               he shifts his focus to the pellet holes on her neck. He sends 
               two pieces of light plunging into the wounds. Immediately, 
               they spread into halos which we can SEE radiating from under 
               the skin.

               Out of the night comes a LONG BLAST ON the AIR HORN and the 
               STAR MAN has to steady Jenny as the truck swerves around 
               something in the highway.

               When it settles back into its ride, the STAR MAN wipes the 
               blood off Jenny's shoulder. The beams of the passing cars 
               through the plastic catch the fatigue on the STAR MAN's face 
               as he works over Jenny.

               EXT. HIGHWAY 76 - NIGHT

               With its pre-fab house, the semi rumbles through Julesburg, 
               Sterling and Ft. Morgan. By the time it gets to Denver, dawn 
               is beginning to color the tips of the Rocky Mountains.

               INT. HALF HOUSE - DAWNBREAK

               It's still dark in here. With a chunk of light in his left 
               hand, the STAR MAN dabs at the last of Jenny's wounds, leaving 
               behind a phosphorescent bandage. More of these patches glimmer 
               up and down her right side. He checks her over to see if 
               he's missed a wound. He hasn't.

               He covers her with his windbreaker and, exhausted by his 
               efforts, sits back against the wall. He waits to see that 
               Jenny is sleeping comfortably, then presses the palms of his 
               hands together. The satel compass appears between them. The 
               green dot tells him he is still on course.

               EXT. INTERSTATE - SUNRISE

               Colorado Highway PATROLMEN are dropping orange fluorescent 
               cones across two of the three westbound lanes to form a 
               roadblock. The sound of a harmonica draws us to Shermin's 
               helicopter parked in a meadow beside the road.

               EXT. HELICOPTER - SUNRISE

               As the radio technician plays the harmonica, Lyman clangs 
               down the steps and bends to wake Shermin who is sacked out 
               under the fuselage.

                                     SHERMIN
                         Tell him I'm not here.

                                     LYMAN
                         I did.

               Shermin sighs and rolls over on his back. He looks terrible.

                                     SHERMIN
                         Get me a radio. At least I won't 
                         have to look at his face.

               EXT. MEADOW - SUNRISE

               Shermin is holding a field radio to his ear.

                                     FOX (V.O.)
                         We're growing very concerned back 
                         here. There's no use pretending 
                         otherwise. We're rapidly approaching 
                         a 'condition red.' People are 
                         beginning to ask difficult questions.

                                     SHERMIN
                         I'll make this as simple as I can, 
                         George. They disappeared.

                                     FOX (V.O.)
                         I don't care where you're from you 
                         just can't disappear into thin air.

                                     SHERMIN
                              (through a punchy 
                              hysterical laugh)
                         George, listen to what you're saying. 
                         This thing's changed itself into a 
                         man. Disappearing may not be that 
                         big a deal.

                                     FOX (V.O.)
                         So far you've let it cross the heart 
                         of America. For two days it has been 
                         absorbing information that is 
                         detrimental to our security. I don't 
                         see the humor in that.

               Stung, Shermin takes a deep breath, controls himself and 
               returns the radio to his ear.

                                     SHERMIN
                         Maybe... look, this is just something 
                         to think about... from what I got at 
                         the shopping center, it was more 
                         scared than anything else... I don't 
                         feel it's as big a threat as you 
                         think it is...

                                     FOX (V.O.)
                         Is that what's affecting your 
                         performance?

                                     SHERMIN
                         I'm not being unpatriotic, and I'm 
                         doing my damndest to catch them. 
                         Bell's up on 80 and I'm down here on 
                         70 past Grand Junction. They're 
                         heading west. If they're not flying 
                         we have a damn good chance of getting 
                         them. All I'm asking is that you 
                         people think about it.

                                     FOX (V.O.)
                         You just do your job, Shermin. We'll 
                         make the policy.

               EXT. HIGHWAY 70 - DAY

               The semi is in the slow lane. Its right rear turn signal 
               blinks steadily telling US that it is leaving the highway 
               and going north at the intersection ahead.

               INT. HALF HOUSE - DAY

               Jenny stirs awake under the windbreaker in the bedroom as a 
               sloppy DOWNSHIFT JOLTS the house. Her eyes flutter open and 
               she looks around the room trying to figure out where she is. 
               The truck leans into the turn. Jenny braces herself on one 
               arm and sits up.

               Catching the windbreaker as it slips off her front, she 
               remembers that she was shot and examines her right side. She 
               runs her fingers over her cheek and neck, across her shoulder 
               and down her side, feeling for traces of the wounds she knows 
               she sustained. She has been completely healed and there are 
               no scars. She leans forward and looks down the hallway.

                                     JENNY
                         Hello... hello.

               The WIND snapping the polyethylene is the only answer she 
               gets. She picks her blouse off the floor next to her purse, 
               but throws it aside and shrugs into the windbreaker when she 
               sees the blood and bullet holes.

               Her sudden rise to a standing position makes her light-headed 
               and she has to lean against the doorway until the spinning 
               stops. With her hands outstretched, as guards against the 
               sway of the truck, Jenny shuffles down the hallway.

                                     JENNY
                         Hello. Where are you?

               There is no one in the kitchen and she continues into the 
               living room. It is empty. Jenny opens the door to an enclosed 
               back porch. It is also empty. The STAR MAN is gone. She 
               returns to the living room and stands there not really knowing 
               what to do next. The countryside rushes by outside a floor-
               to-ceiling picture window.

               A WAIL FROM the semi's AIR HORN jars Jenny out of her reverie 
               and she goes to press her cheek against the window. She is 
               looking past her left hand at the road when she notices a 
               wide green ring on her finger above her wedding band. She 
               steps back from the window to examine it, then with some 
               trepidation, twists it off. As it clears the end of her 
               finger, the STAR MAN's VOICE SPEAKS OUT OF IT.

                                     STAR MAN (V.O.)
                         Jennyhay...

               Jenny drops the ring as if she'd been stung. The STAR MAN's 
               voice stops as soon as she does and the ring bounces across 
               the floor until it hits the baseboard. It looks innocent 
               enough lying there, but Jenny has a great deal of trouble 
               making herself approach it.

               When she finally picks it up, it does nothing. She turns it 
               in her hand and when the side of the ring hole that was facing 
               her when she took the ring off faces her again, the STAR 
               MAN's VOICE CONTINUES.

                                     STAR MAN (V.O.)
                         ...nd. You are all fixed. I'm sorry 
                         you were shot. I was a big problem 
                         for you. Thank you for your help. I 
                         can go to my ship alone now.

               EXT. HIGHWAY - DAY

               The semi is picking up speed as it heads north.

               EXT. SEMI'S CAB - DAY

               The Driver checks his side view mirror to see if the lane 
               next to him is clear and is astonished to see a woman's arm 
               sticking out of the polyethylene waving a blouse at him.

               EXT. HIGHWAY - DAY

               Smoke billows from under the tires as the semi skids to a 
               stop.

               EXT. SEMI - DAY

               Jenny, her purse over her shoulder, is running toward the 
               cab as the Driver steps out with a wrench in his hand.

                                     JENNY
                         Where did you stop last?

                                     DRIVER
                         What the hell do you think you're 
                         doing?

                                     JENNY
                         Where did you stop last?

                                     DRIVER
                         Stay right there...

                                     JENNY
                         What was your last stop?

                                     DRIVER
                         Elmo's...

                                     JENNY
                         Where's that?

                                     DRIVER
                         About five miles back.

               Jenny's thumb is already out for a ride as she sprints across 
               the highway.

                                     DRIVER
                              (shouting after her)
                         Are there any more in there?

               EXT. HIGHWAY 70 - DAY

               A passing car TAKES US TO the STAR MAN as he runs along the 
               shoulder to a maroon and white '57 Chevy that has pulled off 
               to pick him up.

               EXT. '57 CHEVY - DAY

               A swarthy, bald MAN with hairy arms leans across the seat.

                                     MAN
                         Where are you going?

                                     STAR MAN
                         Las Vegas, please. I do not speak 
                         English.

                                     MAN
                         Hop in.

               INT. '57 CHEVY - DAY

                                     MAN
                              (re-entering the flow 
                              of traffic)
                         I can only take you to Grand Junction, 
                         but you'll have a better chance to 
                         get a ride from there.

               The STAR MAN smiles.

                                     MAN
                         Where you from?

               The STAR MAN starts to point to the sky, then catches himself.

                                     STAR MAN
                         I don't understand.

                                     MAN
                         Parlez vous Francais?... Habla 
                         Ingles?... Sprechen zie deutsch?

               These are foreign words to the STAR MAN and he pastes on his 
               smile.

                                     MAN
                         Good job, neither do I. What do you 
                         do for a living?

                                     STAR MAN
                              (pretending)
                         I don't understand.

                                     MAN
                         I'm a cook. Do you understand 'cook?'

                                     STAR MAN
                         No.

                                     COOK (MAN)
                         Food. Eat. I prepare food. I work as 
                         a cook. That's how I make money.

                                     STAR MAN
                         I understand.

                                     COOK
                         What do you do?

                                     STAR MAN
                              (searches for an 
                              answer, then)
                         I make maps.

                                     COOK
                         Hey, that sounds interesting. You 
                         like it?

                                     STAR MAN
                         Eh... yes.

                                     COOK
                         Make any money?

                                     STAR MAN
                         No.

                                     COOK
                              (takes a pack of Camels 
                              out of his pocket)
                         You don't get rich as a cook, either, 
                         believe me. I got a girl going to 
                         college this fall. The wife had to 
                         go back to nursing to help pay for 
                         it.

               He sticks a cigarette in his mouth and flips one up for the 
               STAR MAN.

                                     COOK
                         Smoke?

               The STAR MAN takes it, quickly examines it, then positions 
               it in his mouth at the exact angle the Cook did. His eyebrows 
               raise when the Cook flicks his Bic and puffs an ash on the 
               end of his cigarette.

               The butane flame is swung in his direction and he flinches 
               back before allowing the Cook to singe his Camel. He copies 
               the Cook's puffing and the end of his cigarette begins to 
               glow.

                                     COOK
                         She wants to become a doctor. She's 
                         a bright kid. Hard worker. I think 
                         she'll make it. But the damned 
                         inflation's driven the tuition up so 
                         high it makes it real tough on a 
                         family like ours.

               The Cook inhales deeply from his cigarette and blows smoke 
               at the windshield. The STAR MAN mimics the inhalation, then 
               chokes. His eyes bulge and his cheeks puff out as he tries 
               to be cool and not cough. The Cook takes no notice of his 
               struggles.

                                     COOK
                         I got two other kids. I don't know 
                         what we'll do when they get old enough 
                         for college.

               Smoke starts to dribble out of the Star Man's nose and mouth. 
               Puzzled, he re-examines his cigarette.

                                     COOK
                         Everybody blames it on the oil crisis. 
                         That might be where it starts. But I 
                         think a lot of people are just using 
                         that as an excuse to rip the rest of 
                         us off. I see it every day in the 
                         kitchen. Peaches. We use the gallon 
                         cans. The price has gone up three 
                         times in the last year. And now the 
                         cans are only half full.

               The Cook takes another drag. As if etiquette required it, 
               the STAR MAN hurries to copy him. This time there are no ill 
               effects.

                                     COOK
                         Do you have children?

                                     STAR MAN
                         No.

                                     COOK
                         They're damned expensive and a pain 
                         in the ass sometimes, but I wouldn't 
                         trade having them for anything.

               The Cook flicks his ash out of the window. A moment later, 
               the STAR MAN mirrors his action.

                                     COOK
                         What do you think of America?

                                     STAR MAN
                         It is beautiful.

               EXT. ELMO'S - DAY

               A truck stop set back as little as the law allows from the 
               BUZZ OF INTERSTATE 70.

                                     JENNY (O.S.)
                         I'm looking for a guy about this 
                         tall, with brown hair and really 
                         gray eyes...

               We FIND Jenny at the set of fuel pumps nearest the highway 
               dogging an ATTENDANT while he services an 18-wheeler

                                     JENNY
                         He had on tan cords, a plaid shirt 
                         and a baseball cap... probably 
                         hitchhiking.

                                     ATTENDANT
                         I don't pay much attention to those 
                         guys.

                                     JENNY
                              (taking out her wallet)
                         In the last hour or so...

                                     ATTENDANT
                         Nope.

               Jenny folds back the plastic windows to the picture of her 
               husband.

                                     JENNY
                         This is him.

                                     ATTENDANT
                              (shakes his head)
                         Sorry.

               We FOLLOW Jenny as she wends her way through the trucks 
               questioning other attendants. The RUMBLE OF TRAFFIC DROWNS 
               OUT their CONVERSATION, but the answer is always the same. 
               Finally, we FOLLOW the picture as Jenny hands it up to an 
               ATTENDANT cleaning the windshield on a Peterbilt cab.

                                     SECOND ATTENDANT
                              (looking at picture)
                         I don't know... I'm not sure. I might 
                         have seen him up the road a piece on 
                         my way in. He's long gone by now.

               He hands the snapshot back to Jenny. She nods a 'thank you' 
               and looks wistfully around the yard. There is nothing she 
               can do. Fitting the picture back into her wallet, she walks 
               away. After a few steps she turns back.

                                     JENNY
                         You know if anybody here's going to 
                         Wisconsin?

                                     SECOND ATTENDANT
                         Ask inside.

               INT. ELMO'S DINER - DAY

               It's bustling, loud and smoky. Jenny is standing just inside 
               the entrance. She licks her lips and tries to clear the frog 
               out of her throat.

                                     JENNY
                              (small voice)
                         Anybody going to...

               Nobody pays any attention to her. Her voice trails off. She 
               swallows hard and tries again, this time booming out.

                                     JENNY
                         Anybody going to Wisconsin?

               The activity in the diner comes to a screeching halt and in 
               the silence Jenny adds in a normal voice:

                                     JENNY
                         I need a ride.

               An OLDER MAN, with a face seamed by cigarettes and weather, 
               waves at her from the counter.

                                     OLDER MAN
                         I'm going to Des Moines. If you can 
                         wait till I finish here, you're 
                         welcome to ride along.

               This gets some good-humored cheers and catcalls.

                                     JENNY
                         I can wait.

               Smiling self-consciously, she takes a seat at the end of the 
               counter and orders coffee from the waitress. While she is 
               waiting for it to come, she happens to glance outside and 
               sees a Colorado Highway patrol car stopped in the yard.

               The officer on the passenger side is talking to one of the 
               attendants. Jenny turns away from the window and finds that 
               she is able to watch the conversation in a strip of mirrors 
               that runs around the top of the pie case. The squad car leaves 
               and her coffee arrives.

                                     JENNY
                              (to the waitress)
                         Where's the phone?

               INT. SIT-DOWN PHONE BOOTH - DINER HALLWAY - DAY

               Jenny drops a dime in the slot and dials 'O.'

                                     OPERATOR (V.O.)
                         Operator... may I help you?

                                     JENNY
                         Could you give me the highway patrol, 
                         please?

               After TWO RINGS, the phone is picked up on the other end of 
               the line.

                                     MALE (V.O.)
                         Sergeant Packert, Highway Patrol.

                                     JENNY
                         My name's Jenny Haydn. I think you're 
                         looking for me. I was kidnapped in 
                         Eau Claire, Wisconsin a couple of 
                         days ago. But I'm free now.

                                     SERGEANT (V.O.)
                         What was your name again?

                                     JENNY
                         Jenny Haydn. I'm on my way home and 
                         I don't want anybody I'm with shot 
                         at when you...

                                     SERGEANT (V.O.)
                         Hold on.

               EXT. ROADBLOCK (INTERSTATE 70) - DAY

               Standing back of the officers, Shermin watches them check to 
               cars passing through the squeeze point. Every car trunk is 
               opened. Vans and campers are looked into.

               Lyman runs up and whispers in Shermin's ear. Shermin is 
               startled by what he hears. He leaves Lyman in charge and 
               hurries to the helicopter parked in the field beside the 
               roadblock.

               INT. HELICOPTER - DAY

               A TECHNICIAN gives Shermin a headset phone as he enters.

                                     SHERMIN
                              (hand over the mouth-
                              piece)
                         You trace it yet?

                                     TECHNICIAN
                         All we know right now is that it's 
                         east of here.

               Shermin puts on the headset and the technician starts a tape 
               recorder.

                                     SHERMIN
                         This is Marc Shermin. Where are you, 
                         Mrs. Haydn?

               INT. SIT-DOWN PHONE BOOTH

                                     JENNY
                         I don't know. Someplace called Elmo's. 
                         Look, I just wanted to tell you that 
                         I'm all right and I'm on my way home.

                                     SHERMIN (V.O.)
                         You've been through quite an ordeal, 
                         Mrs. Haydn. Why don't you stay where 
                         you are and let us pick you up? We'll 
                         fly you home.

                                     JENNY
                         No. You'll want to ask a lot of 
                         questions I don't want to answer 
                         right now. I already have a ride.

               INT. HELICOPTER - DAY

               The Technician hands Shermin a note which reads: ELMO"S TRUCK 
               STOP/ABOUT 30 MILES EAST.

                                     JENNY (V.O.)
                         I only called to tell you I was free 
                         and not to shoot anybody I was with 
                         if you see me.

               Shermin jabs his thumb upward, indicating that the helicopter 
               should lift off.

                                     SHERMIN
                         Is the man who kidnapped you there 
                         now?

                                     JENNY (V.O.)
                         I told you. He let me go. I'm on my 
                         way home.

                                     SHERMIN
                              (his hand over the 
                              mouthpiece)
                         Get a highway patrol unit over there.

               EXT. ROADBLOCK - DAY

               Shermin's helicopter lifts off.

                                     SHERMIN (V.O.)
                         Mrs. Haydn, I'm going to have to ask 
                         you to stay where you are.

               INT. SIT-DOWN PHONE BOOTH

               A sharp rap on the glass startles Jenny and she turns around 
               to see her ride.

                                     OLDER MAN
                         Ready?

               Jenny holds up a finger that asks for a moment longer on the 
               phone.

                                     JENNY
                              (into phone)
                         Mr... I'm sorry, what was your name 
                         again?

                                     SHERMIN (V.O.)
                         Marc Shermin.

                                     JENNY
                         Mr. Shermin, I'm hanging up now. If 
                         you want to ask me any questions, 
                         call me at home in a couple of days. 
                         I'm in the book.

                                     SHERMIN (V.O.)
                         Do you know what you were kidnapped 
                         by?

               Pause.

                                     SHERMIN (V.O.)
                         Mrs. Haydn...

                                     JENNY
                         He doesn't want to hurt anybody. 
                         Please leave him alone.

                                     SHERMIN (V.O.)
                         Is he on his way to Lathrop Wells?

               This hits Jenny like a kick in the stomach. She leans her 
               head back against the wall. Her ride is pacing outside the 
               booth.

                                     SHERMIN (V.O.)
                         What's he planning to do in Lathrop 
                         Wells? Is he meeting someone there?

               Jenny smashes the receiver back in its cradle and throws 
               open the door.

                                     JENNY
                              (on her way past the 
                              weathered driver)
                         I changed my mind. Thanks.

               She rushes down the hallway to the dining area where again 
               she stands just inside the entrance.

                                     JENNY
                              (at the top of her 
                              lungs)
                         It's me again...

               The place goes quiet except for a smattering of laughter.

                                     JENNY
                         I need a fast ride west.

               INT. PORSCHE - DAY

               The speedometer reads 90. The driver, a bespectacled, pimply-
               faced SIXTEEN YEAR OLD, shifts into fifth gear. Jenny is 
               harnessed in the passenger seat. Chatter from a CB under the 
               dash COMPETES WITH ROCK N' ROLL ON THE TAPE DECK.

                                     JENNY
                         You sure this is your car?

                                     TEENAGER
                              (with a stutter)
                         My grandmother's rich.

                                     JENNY
                              (as they come up on a 
                              station wagon)
                         Slow down, slow down.

                                     TEENAGER
                         Geez, Mrs. Haydn, we just got going.

               But he downshifts. The Porsche is going a mere 80 when they 
               pass the station wagon.

                                     JENNY
                              (peering at its 
                              occupants)
                         I told you I'm looking for someone.

                                     TEENAGER
                         In the cars, too?!

                                     JENNY
                         I don't know where he is.

                                     TEENAGER
                         This is going to be a real drag. I 
                         thought you wanted to go fast.

               Howling at full throttle, three highway patrol cars rush 
               past them in the opposite direction. Jenny swivels around to 
               follow their progress until they are out of sight.

                                     TEENAGER
                         They after you?

                                     JENNY
                         What? No, of course not.

                                     TEENAGER
                              (his stutter thicker 
                              than before)
                         Would be kinda neat if they were. I 
                         think I could outrun them. Maybe get 
                         my picture in the papers.

               Jenny takes a second look at this guy. He flashes her a gap-
               toothed grin.

               EXT. OVERPASS - DAY

               The Cook's '57 Chevy makes a left on the street intersecting 
               the off-ramp and stops at the curb. Behind it a large plastic 
               yellow chicken twirls on a pole above the restaurant it 
               advertises.

                                     COOK
                         Well, here we are... You go down 
                         that ramp there, you're sure to get 
                         a ride.

                                     STAR MAN
                              (getting out)
                         Thank you.

                                     COOK
                         And don't be shy about your English. 
                         You speak better than a lot of people 
                         I know.
                              (leaving)
                         Take care of yourself.

               As an afterthought, the STAR MAN duplicates the Cook's wave, 
               then heads down the ramp. As he clears the frame, our VIEW 
               ZOOMS AND ZOOMS AND ZOOMS UNTIL we can SEE a piece of the 
               roadblock in the valley below him. During the MOVE-IN, we 
               BEGIN TO PICK UP CB CHATTER.

                                     VOICES (V.O.)
                         Flash for all you good buddies heading 
                         west on 70. Smoky's got a roadblock 
                         just beyond Grand Junction... Better 
                         dump your dope, they're going through 
                         everything... He's right. I was just 
                         there and I'm still sore...

               INT. PORSCHE - DAY

               Jenny TURNS DOWN the ROCK 'N ROLL to listen to the CB.

                                     VOICES (V.O.)
                         Ah loves to be frisked! What are 
                         they looking for? I'm holding. Any 
                         way around it? Where are you? Oh 
                         no!! There it is!!

                                     TEENAGER
                         I bet you we find your friend at the 
                         roadblock.

               Jenny doesn't answer immediately. She takes her time checking 
               out the people in a VW they are passing.

                                     JENNY
                              (to the road ahead)
                         We better find him before that.

               EXT. INTERSTATE 70 - DAY

               In the style prescribed by Jenny, the STAR MAN raises his 
               thumb to a dilapidated Vega shimmying down the on-ramp. The 
               two blue-haired ladies inside are afraid to look at him as 
               they go by. He has the same luck with an attractive blonde 
               secretary that passes on the highway.

               EXT. ELMO'S - DAY

               A highway PATROLMAN is standing behind the open door of his 
               car speaking into the mike of his radio.

                                     PATROLMAN
                         The girl's not here, Mr. Shermin. 
                         Seems right after she talked to you, 
                         she got a ride west with a kid.

               INT. HELICOPTER - DAY

               All six TV screens display the road rushing under it.

                                     SHERMIN
                              (into mouthpiece of 
                              his headset)
                         You get that, Lyman?

                                     LYMAN (V.O.)
                         We're ready.

               EXT. SKY ABOVE INTERSTATE 70 - DAY

               Shermin's S65 banks through a U-turn and chases west.

               EXT. INTERSTATE 70 - DAY

               A dun-colored Roadrunner gurgles down the ramp and stops in 
               front of the STAR MAN. Two grubby LONG HAIRS in worn western 
               clothes are inside with boxes of house-hold utensils and 
               duffle bags.

                                     LONG HAIR
                         Where you going?

                                     STAR MAN
                         Las Vegas, please.

                                     LONG HAIR
                         We're going to L.A.

               He looks at his buddy stretched on the jumble in the back. 
               The buddy nods.

                                     LONG HAIR
                         Sure. Get in. We can drop you in 
                         Vegas or get you darn close.

               The STAR MAN opens the door and gets in.

               INT. PORSCHE - DAY

               The CB CONTINUES TO CRACKLE with news of the roadblock. 
               Jenny's eyes restlessly search the overpass under the whirling 
               yellow chicken for any sign of the STAR MAN. She sees the 
               dun-colored Roadrunner waiting at the foot of the on-ramp 
               for a break in the traffic, but she is too far away to see 
               who's inside. As the Porsche gets closer, it overtakes an 18-
               wheeler and Jenny's view of the Roadrunner is cut off 
               entirely. She passes without seeing the STAR MAN.

               EXT. INTERSTATE 70 - DAY

               The Porsche weaves through the traffic giving Jenny a chance 
               to look into the cars and trucks it shoots by.

               INT. PORSCHE - DAY

               Jenny is turned around looking back at a camper.

                                     TEENAGER
                         I'm telling you, you're going to 
                         find him at the roadblock, or right 
                         after, or not at all.

                                     JENNY
                         If he didn't want to go through the 
                         roadblock, is there any other way to 
                         get to Vegas?

                                     TEENAGER
                         Fly.

               Jenny gives him a withering look.

                                     TEENAGER
                         The five-fifty. We already passed 
                         it. But it'll take him way out of 
                         his way.

                                     JENNY
                         Pull over. I've got to get back there.

                                     TEENAGER
                         Why wouldn't he want to go through 
                         the roadblock?... What did you guys 
                         do?... I won't tell anybody.

                                     JENNY
                         It's easier not to tell if you don't 
                         know.

               EXT. INTERSTATE - DAY

               The Porsche slows to a stop on the shoulder.

                                     TEENAGER
                              (as Jenny opens the 
                              door)
                         Wait. Could I have your autograph?

                                     JENNY
                         Sure.

               She leans back and gives the startled Teenager a kiss on the 
               mouth, then gets out.

                                     TEENAGER
                         I have nothing to do. I'd like to 
                         help you.

                                     JENNY
                         Don't worry. I'll be all right.

               She closes the door. The Teenager takes a last look at her 
               before pulling back on the highway. Jenny waits for a car in 
               the slow lane to go by, then runs across to the line and 
               waits for cars in the fast lane to go by.

               INT. ROADRUNNER - DAY

               The STAR MAN spots Jenny standing on the line peering into 
               the on-coming cars for signs of him. He becomes agitated and 
               his mouth begins to move soundlessly. There is a break in 
               the traffic and Jenny dashes to the center divider. The STAR 
               MAN leans across his driver and yells as the Roadrunner 
               plunges by her.

                                     STAR MAN
                         JENNYHAYDN!!!

               EXT. INTERSTATE - DAY

               Jenny spins around to see the Roadrunner skid to a stop on 
               the shoulder and the STAR MAN get out. A motorcycle bombs 
               by. He starts across the lanes of traffic toward Jenny. A 
               truck blasts past him in the slow lane. He is buffeted into 
               the fast lane. Jenny runs down the center divider to meet 
               him. A VW honks, its tires squeal on the pavement as it 
               swerves around him. He reaches the safety of the center 
               divider. Jenny throws her arms around him and lays her head 
               against his chest. He stands there uncomfortably not knowing 
               how to respond to this human emotion.

                                     STAR MAN
                         I told you goodbye. Why are you here?

                                     JENNY
                         The police are waiting for you up 
                         ahead. There's a roadblock. You have 
                         to go back.

                                     STAR MAN
                         This car will take me to Las Vegas. 
                         I cannot go back.

                                     JENNY
                         The police know about Lathrop Wells. 
                         We have to go another way. Come on.

               She grabs his wrist but he hangs back.

                                     STAR MAN
                         If I don't meet the ship, my people 
                         will go home without me.

                                     JENNY
                         Please understand. If you go this 
                         way, you'll never get to your ship. 
                         The police know about Lathrop Wells. 
                         We have to go another way. I'll get 
                         you to your ship. I promise.

                                     STAR MAN
                         I will go. But not you.

                                     JENNY
                         You shit! I'll decide if I go or 
                         not. Not you. I don't know what you 
                         do on your planet, but I didn't think 
                         that was very nice walking out on me 
                         like you did.

                                     STAR MAN
                         I don't want you to be hurt.

                                     JENNY
                         Come on.

               Holding the STAR MAN's hand, Jenny pulls him toward the road.

                                     JENNY
                         I didn't ask to come along on this 
                         trip, but I sure as hell am going to 
                         be the one to say when I get off.

               They bolt across the lanes of traffic to the other side of 
               the road where she flags down an old black pickup truck. She 
               says something to the driver and she and the STAR MAN climb 
               into the back. As the truck returns to the highway, the CLACK 
               OF AN APPROACHING HELICOPTER OVERPOWERS the TRAFFIC SOUNDS.

               EXT. SKY - DAY

               Shermin's helicopter slices around a pine-dotted peak 
               following the twists of Interstate 70 below. In the near 
               distance, we can SEE the roadblock.

               INT. HELICOPTER - DAY

               Unnoticed by Shermin or the Technicians, the black pickup 
               passes off the television screens carrying their quarry east.

                                     SHERMIN
                              (into headset)
                         Any sign of either of them yet?

               The roadblock appears on the television screens.

               EXT. ROADBLOCK - DAY

               Lyman, wearing a headset plugged into a belt pack, is walking 
               down the line of cars.

                                     LYMAN
                         I don't think they're going to show.

               INT. HELICOPTER - DAY

               A swift kick from Shermin sends a stool clanging into a 
               bulkhead. The Technicians won't meet his eyes when he turns 
               back to them.

                                     SHERMIN
                         Okay. Tell the highway patrol to 
                         block all major arteries off 70 from 
                         here to Elmo's.

               EXT. INTERSTATE 70 - DAY

               Two highway patrol cars scatter the traffic in front of them 
               with their rack lights and SIRENS.

               EXT. PICKUP - DAY

               Jenny and the STAR MAN are sitting against the cab, a horse 
               blanket drawn up around their shoulders. They can see the 
               flashing lights coming from way down the road and watch 
               helplessly as the patrol cars eat up the distance between 
               them.

               EXT. INTERSTATE 70 - DAY

               The pickup makes the turn onto Highway 550.

               EXT. PICKUP - DAY

               For a moment, Jenny and the STAR MAN think they're safe. 
               That hope turns to despair when the two patrol cars loop 
               after them. They keep getting closer. The STAR MAN inches 
               the blanket up over his nose. Unexpectedly, the patrol cars 
               are thrown into a skid. When they stop, they are facing each 
               other ready to inspect the traffic coming off 70. They lower 
               the blanket from their faces. Jenny lays her head back against 
               the cab, exhausted.

                                     STAR MAN
                         The Cook said I speak good English.

                                                               DISSOLVE TO:

               EXT. HIGHWAY 550 - LATE AFTERNOON

               A RUMBLE OF DISTANT THUNDER follows the lightning that flashes 
               from the dark clouds hanging on the horizon. Looking 
               incomplete without its trailer, the tractor/cab of a Mack 
               truck makes a turn on a farm road, revealing Jenny and the 
               STAR MAN standing on the gravel. The STAR MAN looks back to 
               where they came from. There is nothing coming so he sets out 
               in the other direction.

                                     JENNY
                         Where are you going?

                                     STAR MAN
                         I must meet my ship.

                                     JENNY
                         Why can't we wait here for a ride?

                                     STAR MAN
                         I feel better if I move.

                                     JENNY
                         We're hundreds of miles from where 
                         you have to be.

               The STAR MAN ignores her and continues to walk.

                                     JENNY
                              (shouts at him)
                         Even if we walk five miles, it's not 
                         going to make any difference.

               Jenny turns toward an oncoming car and sticks out her thumb. 
               The STAR MAN falls into the same pose just back of her. The 
               car honks at them as it breezes by.

                                     STAR MAN
                              (screams after it)
                         Asshole!!

                                     JENNY
                              (shocked)
                         Where did you learn that?

                                     STAR MAN
                         The cook.

               EXT. ROADSIDE - LATE AFTERNOON

               A torrential rainstorm lashes the countryside. The STAR MAN 
               and Jenny splash along the edge of the asphalt. Their heads 
               are lowered against the weather. They are both drenched to 
               the skin.

                                     JENNY
                              (after a few steps)
                         We're not going to get a ride tonight.

                                     STAR MAN
                         I can't stay on this planet.

                                     JENNY
                         No one's traveling in this weather.

                                     STAR MAN
                         You promised you would get me to my 
                         ship.

                                     JENNY
                              (shouts after him)
                         I will. I will. We still have another 
                         day.

                                     STAR MAN
                         You promised.

                                     JENNY
                         What do you want from me? There are 
                         no cars on this road. I didn't ask 
                         for this stupid storm.

               The STAR MAN mutters in his language.

                                     JENNY
                         What are you saying?

                                     STAR MAN
                         You can stop. I will go on alone.

                                     JENNY
                         We're too far away to walk. Don't 
                         you understand?

               The STAR MAN looks at her. With the rain streaming off his 
               face, he looks at her. For the first time, the reality of 
               the situation hits him. He turns and, swearing in his own 
               language, flails at the rain. A distance from Jenny, he stops 
               and cries out in English.

                                     STAR MAN
                         I can't stay here. I want to go home. 
                         I don't want this skin. I don't want 
                         to look like this.

               Jenny can see him standing with his head bowed. She walks 
               over to him.

                                     JENNY
                              (trying to ease his 
                              pain)
                         Why don't you send one of your radio 
                         balloons and tell your captain that 
                         you might be late?

                                     STAR MAN
                         I used the last one to jump off the 
                         cliff...

                                     JENNY
                         Let's find a place out of the rain. 
                         I'm sure we'll get a ride in the 
                         morning.

                                     STAR MAN
                         I can't be late. I don't know if the 
                         radio balloons work above your planet. 
                         I don't know if my words went to the 
                         ship. If I'm not there, the captain 
                         will think I'm dead and go.

                                     JENNY
                         We'll get a ride in the morning.

               A flash of lightning shows us:

               EXT. DESERTED RAILROAD SIDING - DUSK

               Jenny and the STAR MAN are following the tracks to an 
               abandoned boxcar.

               INT. BOXCAR - DUSK

               The STAR MAN climbs in and pulls Jenny after him. Jenny is 
               shivering badly.

                                     JENNY
                         Can you close the door?

               The STAR MAN scrapes it forward. He activates the satel 
               compass which lights the interior of the boxcar. While he is 
               doing this Jenny turns her back to him and takes off her 
               jacket. Her teeth chattering, she tries to wring the water 
               out of it.

                                     STAR MAN
                         You are cold.

                                     JENNY
                         You're damn right I am.

                                     STAR MAN
                         I do not get cold.

               Clutching the windbreaker to her breasts, Jenny looks at the 
               STAR MAN over her shoulder. It doesn't take her long to make 
               up her mind.

                                     JENNY
                              (crossing to him)
                         Open your shirt.

               She waits while he struggles with the buttons. After two she 
               brushes away his hands and undoes the rest. She lets the 
               windbreaker drop and, slipping her arms around his waist, 
               presses her bare chest against his.

                                     JENNY
                              (savoring it)
                         Oh, you're warm... put your arms 
                         around me.

               The STAR MAN does and Jenny jumps as the wet sleeves touch 
               her back.

                                     JENNY
                         Take your shirt off.

               It is difficult with Jenny around his waist, but he manages. 
               He drapes his arms over her. She snuggles into him. The RAIN 
               POUNDS ON THE ROOF. Gradually, Jenny responds to the STAR 
               MAN's warmth and relaxes. She lifts her head off his chest 
               and looks at him.

                                     STAR MAN
                         What?

                                     JENNY
                         Nothing.

               She brushes her lips against his. The STAR MAN's not sure 
               what's happening. But he's not offended. Her next kiss is 
               full and long. He accepts it with his eyes open and when she 
               eases back he leans in for more. Jenny responds. As if on 
               command, the satel compass comes from around behind the STAR 
               MAN to hover in back of Jenny. He takes it between his palms 
               and extinguishes it.

               INT. BOXCAR - MORNING

               Jenny awakens and looks around. The STAR MAN is not with 
               her. As she stands up she hears his VOICE OUTSIDE. He is 
               speaking to something in his language.

               She goes to the door to find out what and sees him standing 
               beside a fenced-in pasture talking to the horses inside.

               EXT. PASTURE - MORNING

               Jenny joins the STAR MAN at the fence.

                                     JENNY
                         Good morning.

                                     STAR MAN
                         Horses.

                                     JENNY
                         You don't forget anything, do you?

                                     STAR MAN
                         No.

               Jenny pets one of the horses on the nose.

                                     JENNY
                              (to the horse)
                         Hello... hello. How are you this 
                         morning?

                                     STAR MAN
                         Do they talk?!

                                     JENNY
                              (laughs)
                         No, they don't talk... We talk to 
                         them.

                                     STAR MAN
                         I understand.

               An appaloosa nudges her way through the others to the fence.

                                     JENNY
                         Oh, you're pretty...

                                     STAR MAN
                         I gave you a baby last night.

               Shocked, Jenny looks at him from around the appaloosa's nose. 
               The STAR MAN is combing a horse's mane with his fingers and 
               he doesn't see her expression.

                                     STAR MAN
                              (meaning the horses)
                         They are beautiful.

                                     JENNY
                         Yes, they are.

                                     STAR MAN
                         You have been very good to me, 
                         Jennyhaydn.
                              (turns to face her)
                         You said you wanted a baby, so I 
                         gave you one.

                                     JENNY
                              (shakes her head 'no')
                         But...

                                     STAR MAN
                         It will be human and it will look 
                         like this.
                              (touches his face)
                         But when it comes it will know 
                         everything I know and everything you 
                         know. That is something from my planet 
                         that I want your baby to have.

                                     JENNY
                         I told you it's impossible for me to 
                         have a baby.

                                     STAR MAN
                         You will have this baby. If you want 
                         it. If you don't, I can stop it now.

               Jenny comes over and puts her arms around the STAR MAN.

                                     JENNY
                         I want it.

               EXT. SKY - DAY

               A formation of six black Bell Cobra helicopters rush at us 
               out of the blue. From above them we can see that they are 
               heading for a small desert town. 'Welcome to Lathrop Wells' 
               is spelled out on a hillside in white-washed stones.

               EXT. AIRSTRIP - DAY

               Grubby, unshaven and unwashed, Shermin, Bell, Lyman and the 
               rest of the crew watch the seven Cobras land in sequence. 
               Fox, immaculate in a freshly pressed black flight suit, climbs 
               out of the first one down and he and Shermin meet in the 
               middle of the runway.

                                     SHERMIN
                         Hello George.

                                     FOX
                         Shermin...

                                     SHERMIN
                         What's all this for?

                                     FOX
                         We have a new directive. I'm taking 
                         over.

                                     SHERMIN
                              (scans the Cobras)
                         We don't have to do it that way. We 
                         can catch him this time.

                                     FOX
                         Washington thinks it's too late for 
                         that.

                                     SHERMIN
                         I've never been taken off an 
                         assignment in my life. Give me twenty-
                         four hours and I'll have him for 
                         you.

                                     FOX
                         You're not hearing me.

                                     SHERMIN
                         You can change a directive, George. 
                         You've done it before. Listen to me. 
                         He's going somewhere in Death Valley. 
                         Lathrop Wells was never anything but 
                         a bus stop. East is the nuclear site. 
                         There are no roads in there. She was 
                         teaching him to hitchhike. I'm telling 
                         you. We block the four roads into 
                         Death Valley and we got him.

                                     FOX
                         We'll do that. But how are we going 
                         to hold him? He can change himself 
                         into a man. He can disappear.

                                     SHERMIN
                         That's the chance we have to take.

                                     FOX
                         No, we don't.

                                     SHERMIN
                         Then you're going to have to do it 
                         without me.

                                     FOX
                         You're a career intelligence officer, 
                         Shermin. You'll be in the air with 
                         us.

                                     SHERMIN
                         You're talking about taking a life. 
                         The most unique life form on this 
                         planet. I think we're better than 
                         that.

               EXT. LAS VEGAS - LATE AFTERNOON

               A fire-engine-red Pontiac convertible with two COWBOYS (late 
               fifties) in the front and Jenny and the STAR MAN in the back 
               moves with the traffic along the main drag in the downtown 
               area. The STAR MAN's head swivels from side to side trying 
               to take in the neon that juts up around him. The convertible 
               stops at a light. The cowboy on the passenger side opens the 
               door and tips his hat to Jenny as she and the Star Man get 
               out of the back seat.

               EXT. SIDEWALK (LAS VEGAS) - LATE AFTERNOON

               The STAR MAN is afraid of the crush of people and wants to 
               stay close to Jenny, but is fascinated by the whir and click 
               and jingle of the one-armed bandits that seem to be 
               everywhere.

                                     STAR MAN
                         Is this gambling?

               Jenny nods. A LADY in curlers and pedal pushers hits a twenty 
               dollar jackpot. Hanging onto Jenny's hand the STAR MAN turns 
               around and walks sideways to watch the quarters tumble out 
               into the lady's shopping bag.

                                     STAR MAN
                         The cowboys were right. You can make 
                         money fast gambling.

                                     JENNY
                         You don't make money gambling. You 
                         lose it.

               INT. DRUG STORE - LATE AFTERNOON

               The STAR MAN hangs back to examine a one-armed bandit inside 
               the front door while Jenny goes to the counter. An almost 
               imperceptible blue haze seems to seep from under the STAR 
               MAN's palms as he runs his hands up and down the sides of 
               the machine.

                                     JENNY (V.O.)
                              (to the clerk)
                         Do you have a good map of Death 
                         Valley?

                                     CLERK (V.O.)
                         We should have. Let me see.

               While the clerk searches for the map the STAR MAN comes up 
               to Jenny.

                                     STAR MAN
                         May I have twenty-five cents, please?

                                     JENNY
                         What for?

                                     STAR MAN
                         I want to gamble.

               Jenny sighs and rolls her eyes and fishes two quarters out 
               of her purse and hands them to him.

                                     JENNY
                         Here are two quarters. When you lose 
                         these, you're not going to get 
                         anymore.

                                     STAR MAN
                         I understand.
                              (heading back to the 
                              machine)
                         Thank you.

               He drops a quarter into the slot and pulls the handle. While 
               the pictures of fruit spin behind the view window, his hands 
               stroke the sides of the machine. An orange, a pear and a 
               cherry stop in the view window. At the counter Jenny explains 
               to the clerk that she is hitchhiking and wants the busiest 
               route into Death Valley without going through Lathrop Wells. 
               The STAR MAN looks long and hard at the machine before putting 
               in his last quarter. He pulls the handle. The blue haze flows 
               from his palms, three cherries lock into a line and the one-
               armed bandit begins to spit quarters.

               INT. CASINO - LATE AFTERNOON

               Jenny is nervous about being here. She feels every face that 
               looks at them could be a cop. The STAR MAN is pulling her 
               through a Maginot Line of slot machines toward a 'Super 
               Jackpot' machine that advertises a $275,000 payoff.

                                     JENNY
                         This is crazy. We don't have time 
                         for this.

                                     STAR MAN
                         I know how to gamble now.

                                     JENNY
                         You won ten dollars. Big deal. If we 
                         don't get a good ride before dark we 
                         could miss your ship.

                                     STAR MAN
                         I want to get money for you and the 
                         baby.

                                     JENNY
                         I don't need any money for the baby. 
                         I'll be fine.

                                     STAR MAN
                         Inflation, tuition, college. Children 
                         are damned expensive. I know.

                                     JENNY
                         The cook again?

                                     STAR MAN
                              (stepping up to the 
                              'Super Jackpot')
                         Yes.

                                     JENNY
                         If I ever run into that guy, I'm 
                         going to kick his ass.

               The STAR MAN pops a gleaming silver dollar into the machine, 
               pulls the handle and places his hands against the metal. 
               Jenny, knowing it can't work, but hoping that it will, stands 
               back and gnaws on her thumb. Then she sees the blue haze 
               vibrating out of the STAR MAN's palms. Jenny stifles a scream. 
               She looks around to see if anybody else has noticed. They 
               haven't. The STAR MAN smiles at her. The force field does 
               it's work. A picket line of 7's fills the view window. Amid 
               the jangle of bells and flashing lights that accompany a 
               winner Jenny doesn't know whether she should jump for joy or 
               hide her face.

               EXT. DESERT HIGHWAY - DUSK

               A dot in the distance becomes a brand new Camaro. As it blasts 
               away from under us we see a paper license in its back window. 
               The cabin light is on inside the car.

               INT. CAMARO - DUSK

               In the passenger seat the STAR MAN is riffling through a 
               Columbia "History of the World." A Webster's Dictionary is 
               on the dash in front of him. Wedged between his legs and the 
               transmission well is a shopping bag full of money.

                                     JENNY
                         It'll tell you pretty much everything 
                         about us...

                                     STAR MAN
                         This is very interesting. We are 
                         born knowing our history. We have 
                         other books. But not a book like 
                         this.

                                     JENNY
                         Any words you don't know you can 
                         find in the dictionary.

                                     STAR MAN
                         I understand.

                                     JENNY
                         It'll give you the different 
                         countries, how they came to be, what 
                         they are now, how America came to 
                         be, the governments, the languages... 
                         everything.

                                     STAR MAN
                              (chuckles)
                         Many of my people will not believe 
                         those things are possible. On my 
                         planet there is only one government, 
                         one people, one language. I will be 
                         asked a lot of questions.

                                     JENNY
                         What will you say about us?

                                     STAR MAN
                         I will say that we can be friends.

                                     JENNY
                         We can.

               She notices the green ring on her left hand and takes it 
               off.

                                     JENNY
                         This is yours...

                                     STAR MAN
                         If you want to keep it, you can.

                                     JENNY
                         I'd like to...

               She slips it back on her finger above her wedding band. They 
               drive in silence. The STAR MAN sets the history book on the 
               dash.

                                     JENNY
                              (takes the ring off 
                              again)
                         Would you put some of your singing 
                         in this for the baby?

                                     STAR MAN
                         You want the baby to laugh at me.

                                     JENNY
                         Yes.

               EXT. DESERT HIGHWAY - DUSK

               With the STAR MAN SINGING IN HIS LANGUAGE, the Camaro moves 
               further into Death Valley. The SONG FADES and we:

                                                               DISSOLVE TO:

               EXT. DESERT HIGHWAY - NIGHT

               The Camaro blows by a gas station, closed for the night.

               INT. CAMARO - NIGHT

               The STAR MAN shifts restlessly in his seat as he searches 
               the ghostly landscape for something familiar. He activates 
               the satel compass. The red and green dots are touching.

                                     JENNY
                         How long will it take you to get 
                         home?

                                     STAR MAN
                              (absently)
                         Many, many days and nights...

               He presses the satel compass into his palms.

                                     JENNY
                         Would you like to listen to some 
                         music?

               The STAR MAN shakes his head "no."

                                     JENNY
                         I'm sure we could find a country and 
                         western station.

                                     STAR MAN
                         No, thank you.

               Jenny takes his hand in hers.

                                     JENNY
                         Don't worry. Everything's going to 
                         be fine.

               The STAR MAN smiles wanly at her.

                                     JENNY
                              (leans forward to 
                              look up at night sky)
                         Which star is yours?

               It only takes the STAR MAN an instant to find his home.

                                     STAR MAN
                         There.

                                     JENNY
                         Where?

               He directs Jenny's attention to the constellation Auriga.

                                     STAR MAN
                              (meaning the star 
                              Capella)
                         The yellow one.

                                     JENNY
                         Oh, wow... I'll tell you what. When 
                         the baby is born, we'll go out in my 
                         back yard and wave to you.

                                     STAR MAN
                              (smiles)
                         I will wave to you.

               All we can HEAR are the TIRES HUMMING over the road. The 
               Camaro rounds the side of a low hill.

                                     STAR MAN
                         Oh, shit!

               Jenny slams on the brakes. One of the Cobra helicopters, lit 
               from the inside, is parked next to a line of flares across 
               the road ahead.

               EXT. CLOSED GAS STATION - NIGHT

               The STAR MAN is looking through a window at the repair bay, 
               lit by a work light. Jenny is standing in a phone shell on 
               the front of the garage, the receiver to her ear.

               The STAR MAN moves to the office door. He tries the knob. It 
               is locked.

                                     JENNY
                              (to the STAR MAN)
                         They're trying to get him.

               Suddenly the STAR MAN slams his shoulder against the door. 
               It swings open.

                                     JENNY
                         What are you doing?!!

               Fox's voice comes out of the receiver in her hand.

                                     FOX (V.O.)
                         Mrs. Haydn...

               INT. COBRA - NIGHT

                                     FOX
                              (speaking into a 
                              headset)
                         This is George Fox...

                                     JENNY (V.O.)
                         I want to speak to Marc Shermin.

                                     FOX
                         You can speak to me, Mrs. Haydn. I'm 
                         in charge of this operation now.

               EXT. CLOSED STATION - NIGHT

                                     JENNY
                         If I don't speak to Mr. Shermin, I'm 
                         hanging up.

                                     FOX (V.O.)
                              (a beat)
                         Okay...

               Tethered by the phone cord, Jenny tries to see what the STAR 
               MAN is doing inside the repair bay.

               INT. REPAIR BAY - NIGHT

               Using an air filter top as a basket, the STAR MAN scavenges 
               from the work bench and the car up on the lift, fuses, lengths 
               of wire, circuit boards from a radio, tubing, metal pipe and 
               a Black and Decker drill. While he is doing this we get 
               glimpses of Jenny pleading his case on the phone. Finally, 
               leaving the receiver dangling at the end of its cord, she 
               comes around to stand in the doorway.

                                     JENNY
                         Mr. Shermin wants to speak to you.

               INT. SHERMIN'S HELICOPTER - NIGHT

                                     JENNY (V.O.)
                         Here he is.

               Shermin looks warily at the headset. When the STAR MAN doesn't 
               speak immediately, he takes the initiative.

                                     SHERMIN
                         Hello...

                                     STAR MAN (V.O.)
                         I must get to my ship, Mr. Shermin.

                                     SHERMIN
                         We can't let you do that.

                                     STAR MAN (V.O.)
                         I don't want to hurt anybody. I just 
                         want to go home.

               INT. COBRA - NIGHT

               Fox is listening to the conversation.

                                     SHERMIN (V.O.)
                         All the roads into Death Valley are 
                         blocked. We'd like to talk to you.

                                     STAR MAN (V.O.)
                         If I talk to you, I will miss my 
                         ship.

                                     SHERMIN (V.O.)
                         Hold on a minute... Let's take the 
                         chance, George.

                                     FOX
                         No deal.

               EXT. CLOSED GAS STATION - NIGHT

                                     SHERMIN (V.O.)
                         I'm afraid we can't let you go.

                                     STAR MAN
                         I understand.

               He hangs up.

               INT. REPAIR BAY - NIGHT

               The STAR MAN shaves the rubber off the electrical lines 
               leading into the fuse box and clips two wires of his own 
               onto the exposed copper. With Jenny watching we have a montage 
               of the STAR MAN working through the night: modifying the 
               insides of the Black and Decker drill, cutting out the mid-
               section above the trigger, fitting electrical components 
               into that area, screwing a pipe into the bit-clamp, welding 
               it together with the spark that arcs between the electrical 
               wires.

               INT. OFFICE (GAS STATION) - NIGHT

               Jenny folds a sheaf of money into a sheet of yellow paper 
               and props it on the cash register. 'For Damages. Thank You' 
               is scribbled on the front. She runs out to catch the STAR 
               MAN who is on his way to the Camaro.

               EXT. CAMARO - NIGHT

               Carrying the modified Black and Decker drill the STAR MAN 
               opens the driver's door.

                                     JENNY
                         Where do you think you're going?

                                     STAR MAN
                         Thank you, Jennyhaydn. You are good. 
                         I must go alone now.

                                     JENNY
                         I said I would get you to your ship 
                         and that's where we're going to say 
                         goodbye.

               INT. CAMARO - NIGHT

               Both hands on the wheel, Jenny is burning down the center 
               line. The STAR MAN bends two thin wires trailing out from 
               the grip of the drill. Jenny winces as he buries them into 
               the flesh on either side of his left wrist. The car skates 
               around the corner of a low hill. They can see that the Cobra 
               is still sitting next to the road.

                                     JENNY
                              (glancing at the 
                              modified drill)
                         I hope that works.

               The STAR MAN is lost in concentration.

               Jenny kills her lights and glues the accelerator to the floor. 
               Three MEN scramble from the helicopter with M16s. A BURST OF 
               SLUGS RIPS THROUGH the Camaro's WINDSHIELD. The STAR MAN 
               leans out the passenger window and with an other-worldly 
               scream, fires. The helicopter is BLOWN TO SMITHEREENS. The 
               concussion throws the men to the ground.

               EXT. BURNING HELICOPTER - NIGHT

               The Camaro whizzes through the falling DEBRIS.

               INT. CAMARO - NIGHT

                                     JENNY
                         It works.

               The STAR MAN slumps in exhaustion and pain.

                                     STAR MAN
                         I do not know how many times I can 
                         do this.

               INT. SHERMIN'S HELICOPTER - NIGHT

               It is filled with the radio voices of the Cobra crews setting 
               up to attack the Camaro.

               EXT. DESERT HIGHWAY - NIGHT

               The Camaro becomes airborne at the crest of a dip. Only its 
               new shocks save the landing.

               INT. CAMARO - NIGHT

               The STAR MAN draws the satel compass out between his palms. 
               The green dot now covers the right half of the red dot. He 
               presses his palms together and looks past Jenny at the rugged 
               foothills.

               The first light of day is starting to color the sky behind 
               them. Jenny and the STAR MAN are startled by the DRUMMING 
               WHOMP OF A HELICOPTER. The STAR MAN looks out the window for 
               its source. He can't see anything. The SOUND FADES. In a 
               moment, it is REPEATED ON THE OTHER SIDE OF THE CAR and AGAIN 
               IT FADES.

                                     STAR MAN
                         If my ship is not here, we are in 
                         trouble.

               This is a truism that Jenny doesn't want to hear and she 
               flexes her fingers on the wheel.

                                     STAR MAN
                              (points at a 
                              distinctive cone 
                              peak)
                         That's where we landed last time. 
                         Right under that mountain.

               Jenny and the STAR MAN steady themselves for the last leg of 
               their journey. Suddenly, their silence is exploded by a COBRA 
               dropping out of the sky in front of them. Its searchlight 
               bangs into their faces and, with its thirty-calibre MACHINE 
               GUNS BLAZING, it comes straight at them.

               Jenny yanks the Camaro onto the shoulder. The SLUGS CHEW UP 
               the asphalt beside it. She fishtails back onto the road. A 
               SECOND COBRA surprises them from the STAR MAN's side. Its 
               MACHINE GUN KNOCKS OUT the BACK WINDOW before he can FIRE.

               The STAR MAN crawls over his seat and arranges himself in 
               the hole that was the back window to meet the Cobras' next 
               FIRING RUN. It doesn't take them long. The first two have 
               been joined by a THIRD. They swoop down on the Camaro.

               INT. LEAD HELICOPTER - NIGHT

               The gunsights lock on the car below. The CO-PILOT squeezes 
               the trigger.

               EXT. CAMARO - NIGHT

               SHOTS THUMP INTO the trunk in front of the STAR MAN and he 
               FIRES. The lead HELICOPTER ERUPTS, raining pieces of hot 
               metal over the desert floor. The other helicopters are jarred 
               out of their run and their BULLETS harmlessly KICK UP SAND 
               on the shoulder. Before they can regroup, the STAR MAN BLOWS 
               THEM OUT OF THE SKY.

                                     JENNY
                         In front!!! In front!!!

               The STAR MAN has to hang on as Jenny dodges the car out of 
               the path of a Cobra skimming over the highway toward them. 
               As it goes over, he is able to get off a SHOT directly INTO 
               its UNDERBELLY. The BALL OF FLAME almost engulfs the Camaro.

               INT. CAMARO - NIGHT

               The STAR MAN slumps down into the back seat breathing hard. 
               Jenny looks over her shoulder at him and is shocked at the 
               strain that shows on his face.

                                     JENNY
                         Hang on.

               She throws the car into a skid and leaves the blacktop for a 
               dirt road winding between two low hills.

               EXT. DESERT - NIGHT

               At the base of a sandstone cliff, the Camaro slides to a 
               stop. Jenny helps the STAR MAN out. She supports him as they 
               struggle toward the protection of the boulders. Fox's Cobra 
               roars over the hill.

               INT. COBRA - NIGHT

                                     FOX
                              (spots the car)
                         Over there.

               EXT. DESERT - NIGHT

               The STAR MAN turns toward the Cobra. Weakly, he raises his 
               weapon and pulls the trigger. Nothing happens. The searchlight 
               from the Cobra finds them. Its machine guns begin to raise 
               puffs of gravel around them. Jenny grabs the STAR MAN's arm 
               and pulls him into the relative safety of the rocks. The 
               STAR MAN collapses against the cool stone.

                                     STAR MAN
                              (gasps)
                         I can't shoot anymore.

               Jenny looks out between the crags. Shermin's helicopter 
               arrives to join the Cobra. With their searchlights flicking 
               over the sagebrush, they move cautiously toward the cliff. 
               Jenny turns back to the STAR MAN. He is too weak to run 
               anymore.

                                     JENNY
                              (touches his shoulder 
                              lightly)
                         I won't let anyone hurt you.

               INT. FOX'S HELICOPTER - NIGHT

                                     FOX
                         Watch it. They're coming out.

               INT. SHERMIN'S HELICOPTER - NIGHT

               Six images (close-up to full shot) of Jenny and the STAR MAN 
               stepping out of their hiding place fill the television screens 
               in front of Shermin.

                                     FOX (V.O.)
                         End it, Shermin.

               Lyman taps his keyboard. The screens all change to a long-
               shot of Jenny and the STAR MAN with cross-hairs superimposed 
               on them.

               EXT. DESERT - NIGHT

               Shermin's helicopter moves toward Jenny and the STAR MAN 
               standing helpless in the circle thrown by the searchlight.

               INT. SHERMIN'S HELICOPTER - NIGHT

               The cross-hairs have locked on Jenny and the STAR MAN. Shermin 
               knows he can't do it. He picks up a headset.

                                     SHERMIN
                         George... Do you hear me, George?

                                     FOX (V.O.)
                         What?

                                     SHERMIN
                         I just retired.

                                     FOX (V.O.)
                         Shermin!! Shermin!!!

               Shermin flips a switch on the console that cuts Fox off.

                                     SHERMIN
                              (to his crew)
                         Let's get out of here.

               EXT. DESERT - NIGHT

               Shermin's helicopter passes over the heads of Jenny and the 
               STAR MAN and rises into the dawn sky.

               INT. COBRA - NIGHT

                                     FOX
                         Shermin!!!

               He throws down his headset.

                                     FOX
                              (to the pilot)
                         Lock in.

               The gunsights lock in on Jenny and the STAR MAN. Fox's grip 
               tightens on the trigger. Suddenly the helicopter begins to 
               vibrate and drift off its target. Fox looks toward the sound 
               coming from his right and his eyes widen in fear as he sees 
               the STAR MAN's ship looming over him.

               EXT. DESERT - NIGHT

               The spacecraft passes over the top of the helicopter. The 
               whirling downdraft emanating from the spaceship's underbelly 
               yanks the Cobra away from Jenny and the STAR MAN and whips 
               it into a spin which gets faster and faster until it 
               disintegrates and falls to the desert floor.

               EXT. DESERT - NIGHT

               Jenny and the STAR MAN shield their faces against the DUST 
               STORM that billows under the WHINING DESCENT of the 
               spacecraft. It settles into a landing across the dirt road 
               resting on its three pods. With a crack, a cone of bright 
               white light blasts from the underside.

                                     JENNY
                         Well...

                                     STAR MAN
                         I must go.

               Jenny nods.

                                     STAR MAN
                         What do I do now?

                                     JENNY
                         You say you love me and kiss me 
                         'goodbye.'

               The STAR MAN puts his arms around her and holds her tight.

                                     STAR MAN
                         I love you.

                                     JENNY
                              (her head on his 
                              shoulder)
                         I'm never going to see you again, am 
                         I?

                                     STAR MAN
                         No.

               He kisses the tears out of her eyes, then full on the mouth.

                                     JENNY
                         I love you.

               The STAR MAN steps back and places a hand on Jenny's stomach.

                                     STAR MAN
                         Tell the baby about me.

                                     JENNY
                         I will.

                                     STAR MAN
                         Goodbye.

               He turns from her and walks to his ship. Jenny watches him 
               go, then remembers something.

                                     JENNY
                         Wait!!

               She gets the Webster's Dictionary and the Columbia History 
               of the World from the Camaro and runs to the STAR MAN. He 
               takes them and kisses her again.

                                     STAR MAN
                         Thank you, Jennyhaydn.

               Jenny backs away as the STAR MAN walks under the ship into 
               the white light. He waves one last time to Jenny and is 
               swallowed into the ship by the light.

               EXT. DESERT - NIGHT

               Jenny turns away from the stinging sand as the space-craft 
               lifts off. When she looks again, it is high and moving over 
               the foothills. A banking turn brings it back. The ship dips 
               low over her, rocks itself in a gesture of farewell, then 
               shoots off into the stars. When she can no longer see it, 
               Jenny drops her wave with a sigh and starts back toward the 
               Camaro.

               Over her walk, we SUPER:

               JENNY HAYDN GAVE BIRTH TO AN EIGHT-POUND, SEVEN-OUNCE BABY 
               BOY ON MARCH 10TH.

                                                                  FADE OUT:

                                         THE END