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Total Recall Movie Script

Writer(s) : Ronald Shusett, Dan O'Bannon, Steven Pressfield

Genres : Action, Adventure, Sci-Fi, Thriller

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                                "TOTAL RECALL"

                          Screen Story and Screenplay

                                      by

                        Ronald Shusett and Dan O'Bannon


                                Fifth Revision

                                      by

                     Ronald Shusett and Steven Pressfield





______________________________________________________________________________


                                "TOTAL RECALL"

        FADE IN:

1       EXT. DESERT - DAY

        All we can see, filling the entire frame is a flame-orange
        sky...almost like the sky from the burning of Atlanta in
        "Gone with the Wind".

        SUPERIMPOSE:  Presenter credit.

        PAN DOWN lower and lower until we see the terrain below...
        the desert.  There is no vegetation whatever, just sand and
        odd-shaped rock formations.  The air is filled with red dust,
        which alternately obscures and then reveals the image.
        CAMERA MOVES FORWARD optically - enlarging the film grain in
        the process.

        SLOW DISOLVE

        OPENING CREDITS BEGIN.

        ANOTHER SHOT of a barren landscape, once more with bizarre
        rocks.  Dust.  Sound of wind.  CAMERA MOVES FORWARD again.
        DISSOLVE.

        ANOTHER LANDSCAPE, but this time, in the distance are some
        enormous plastic domes.  Sunlight striking them and reflect-
        ing causes brilliant rainbows.  CAMERA optically tracks
        toward the dome, seen in tantalizingly indistinct fashion
        through the red dust.  DISSOLVE...

        ANOTHER ANGLE, and, in the distance, on the horizon of the
        arid landscape is a huge SPHINX-LIKE STRUCTURE.  (It is
        reminiscent of the Egyptian sphinx, but both body and face,
        though gargoyle-like, are different in design.)  There are
        some large pyramids not far from the sphinx.  CAMERA MOVES
        optically FORWARD.  DISSOLVE.

        CAMERA is much closer to the sphinx and is directly in front.
        It moves (combination of zoom and optical printer move)
        towards the eyes, which appear to be red gems.

        As CAMERA APPROACHES one of the eyes, it appears to be
        stained red glass, as in a temple.  Suddenly there is a
        terrific explosion and the glass shatters into millions of
        fragments which hurtle toward the camera...


2       INT. CATACOMB BELOW "SPHINX" - DAY

        A MAN wearing a LIGHTWEIGHT THERMAL SUIT is RUNNING THROUGH
        THIS LABYRINTH of TUNNELS.  The GROUND TREMBLES under him,
        as if in an earthquake.  We cannot clearly make out his face,
        especially since he wears some kind of BREATHING APPARATUS
        over a portion of it.

        The surface of the tunnel's "walls" is curious;  the walls
        are, again, bright reddish orange, and a composite of two
        different substances:  rough-textured, clay-like material
        and red quartz, which glistens like crystal.

        The man throws a backward glance over his shoulder, fear-
        fully, as he runs.  His HANDS are SPLATTERED with BLOOD.
        Because of this, the RED GLOW, the air of FEAR to the man,
        and the GROUND HEAVING and BUCKLING, there is almost a
        SATANIC suggestion to the scene.

        Suddenly, up AHEAD of the man, there appears a BRILLIANT
        WHITE LIGHT.  He SEES IT, and runs even faster towards it.

        We are ALMOST UP TO THE LIGHT, and we SEE HANDS REACHING
        OUT OF THE LIGHT TOWARDS US... that seem to beckon him to
        SAFETY.

        ABRUPTLY, the ENTIRE SCREEN GOES RED, BUT IN REVERSE NEGATIVE;
        with YELLOW LAYOVERS.  (So that all the images we see --
        ENTIRE FRAME -- are small YELLOW AREAS diffused on a RED
        BACKGROUND.)  It is much like looking at a tableau made out
        of molten lava.

        SUPERIMPOSE MAIN TITLE:

                                TOTAL RECALL

        HOLD.

                                                      DISSOLVE TO:


3       INT. BEDROOM IN SMALL APARTMENT - MORNING

        DOUGLAS QUAIL and his wife KRISTEN, are asleep in bed.

        Gradually the room lights BRIGHTEN.  The CLOCK CHIMES and
        begins SPEAKING in a soft, feminine voice.

                                 CLOCK
                           (sweetly)
                   Tick, tock, seven o'clock.  Time
                   to rise and open your eyes.

        They don't budge.  Shortly, the clock CHIMES again.

                                 CLOCK
                           (continuing)
                   Tick, tock, seven-oh-one.  Time
                   to get up, the day had begun.

        Quail's wife stirs.  Maddeningly, the clock CHIMES a third
        time.

                                 CLOCK
                           (continuing)
                   Tick, tock --

        Quail reaches out and shuts the clock off.  Then he sits up
        in bed.

        He swings his legs out from under the covers and sits on the
        edge of the bed.  He puts on his glasses and sits, lost  in
        thought.

        He is a good-looking but conventional man in his early
        thirties.  He seems rather in awe of his wife, who is
        attractive and rather off-hand towards him.

        Kirsten pulls on her robe, lights a cigarette, sits fishing
        for her slippers.

                                 QUAIL
                   I dreamed about Mars again... it
                   was bizarre, yet is was so real...

                                 KIRSTEN
                           (casual)
                   It's your time of the month again.

        Quail looks at her quizzically.

                                 KIRSTEN
                           (continuing;
                            world-weary air)
                   At least once a month.  Douglas
                   Quail's obsession.  For twelve
                   years you've been talking about
                   Mars.

                                 QUAIL
                   People do go to Mars, you know.

                                 KIRSTEN
                   That's right, Douglas.  But not
                   you.  Not us.

        Quail looks crestfallen.

                                 KIRSTEN
                           (continuing;
                            disdainful)
                   As it is, we can barely scrape by
                   on your lousy ten thousand a week.

        She leaves the room.  He meditates on what she said,
        depressed.


4       INT. KITCHENETTE - MORNING

        Quail and Kirsten sit at a small table, eating breakfast.
        On the WALL is projected the front page of a NEWSPAPER.

        Drinking his coffee, Quail studies the wall with the air
        of a man who had his "node stuck in a newspaper," ignoring
        his wife.

        The newspaper headline reads:  "RIOTING ON MARS OVER WATER
        TAX."

        His wife is reading a different article:  "Four Women Rape
        Man in Park."

                                 KIRSTEN
                           (mumbling)
                   What do they expect ... the
                   way men dress these days ...
                   then they scream rape.

        Quail is absorbed in his own paper and doesn't hear her.

                                 QUAIL
                   You know -- let's really do it.

                                 KIRSTEN
                   Rape men in the park?

                                 QUAIL
                   No.  Go to Mars.

                                 KIRSTEN
                           (withering)
                   Go to hell.

                                 QUAIL
                   We can pool our savings and
                   I've got some sick leave
                   coming, besides my regular
                   vacation...

                                 KIRSTEN
                           (interrupting;
                            corrects herself)
                   ...more of a half-wit.  For
                   a start a war could break out
                   there any day ...

        She gestures toward the TV screen where Martian police
        are keeping protesters behind a barrier.  Some have signs
        reading "A FREE MARS", "DOWN WITH COHAAGEN", "EARTH - OUT"
        etc.

                                 QUAIL
                   That's just media talk.  They're...
                           (indicating
                            the protesters)
                   ...just a minority.  They're
                   powerless.

                                 KIRSTEN
                   Well, there's a lot of things
                   we need around here before
                   we waste our money on a trip
                   to Mars.  We're broke.  I'm
                   just a slave around this dump.
                   Now if you were capable of
                   finding a better job....

        The kitchen clock chimes and talks.

                                 CLOCK
                   It's now eight.  You'll be
                   late!

                                 QUAIL
                   I'll be late!

        He jumps up quickly from the table, picks up his coat and
        briefcase, kisses KIRSTEN's perfunctorily offered cheek
        and leaves.


4A      EXT. CITY - EARLY MORNING

        CAMERA TRACKS with Quail as he walks along the busy modern
        street towards a subway station.  Modern cars (out of focus)
        pass noiselessly between the camera and Quail.  There is a
        plaintive tune being played on violin.  Quail pauses and
        gives a wad of notes to the aged violinist, then walks on
        briskly.


5       INT. SUBWAY STATION - EARLY MORNING

        Quail enters the station.  Everybody must pass through a
        weapons check before proceeding to the platforms.

        TWO ARMED GUARDS stand at either side, as commuters pass
        through an electronic beam.  On a screen, the entire body
        of each person is seen in X-ray.  All of them are clearly
        carrying a gun in their inside coat pocket.

                                 GUARD
                   No weapon again, Mr. Quail?

                                 QUAIL
                   I keep forgetting, Herb.  They
                   frighten me.

                                 GUARD
                   Yeah?  Well, it's the law,
                   Mr. Quail.  Has been since
                   1990 they tell me.  Tomorrow -
                   ya carry ya gun or ya get
                   reported.

        GUARD gestures to his associate.  They've obviously been
        through this with Quail before.

                                 QUAIL
                   Okay.  Herb, okay.

        Quail walks on to the track area.  The train arrives.
        Signs above each approaching car say "CAR FULL", "ROOM
        FOR 10 PERSONS", etc.  Quail goes to a carriage marked
        "NEW CAR".


6       INT. URBAN TRANSIT TRAIN - DAY

        The doors open and the crowd surges on.  Quail grabs a
        seat.  At intervals throughout the car are VIDEO MONITORS
        on which a NEWS BROADCAST is showing.

                                 NEWSCASTER (V.O.)
                   -- more violence today from Mars's
                   strike-torn ore colonies --

        Everyone ignores the broadcast -- except Quail, who perks
        instantly at the word "Mars."

        The NEWSCASTER is a young black man.

                                 NEWSCASTER
                           (continuing)
                   ...but Earth Intelligence Operations
                   Director Vilos Cohaagen, clearly
                   worried about the damage to Mars's
                   all important tourist
                   industry was today dismissive
                   of the dissident groups....

        TV scene switches to a press conference.  COHAAGEN, sur-
        rounded by AIDES, steps in front of a podium packed with
        news network microphones and cameras.  Cohaagen is a
        striking, intense man with an obvious air of power.

                                 COHAAGEN
                  We're dealing with a bunch of
                  extremists and unrepresentative
                  lunatics.  Mars is a happy and
                  prosperous protectorate of Earth...
                  and will remain so.

        The train stops at another station and more people pile on.
        Quail tries to watch the broadcast through the bodies
        passing in front of him and intermittently blocking the
        image.

                                 REPORTER (V.O.)
                   There have been some criticisms,
                   sir....

                                 COHAAGEN
                   I have no further comment.

        The news conference ends and a bright looking young man
        comes on the screen.  Quail continues to watch, though
        not as interested, initially, as he was by the Mars story.
        Few of the other passengers bother looking at the screen.

                                 ANNOUNCER
                   Good morning, commuters.  This
                   portion of your trip is brought
                   to you by Rekall, Inc.  Do you
                   have a dream that never came
                   true?  Do you aspire - but
                   only perspire?  Has the great
                   adventure passed you by?  Then
                   come to... REKALL, where what
                   might have been will have been.
                   For the memories of a
                   lifetime... REKALL.

        Quail watches the commercial through to the end, but doesn't
        seem to take it very seriously.  He glances away as a card
        comes on the screen with REKALL's numbers.


6B      INT. QUAIL'S OFFICE - DAY

        Quail is seated at a computer console in a vast beehive
        of a room.  Numerous people are typing information onto
        the screens.  Quail pauses in his typing, thoughtful.  He
        then types in a little more information, then pauses again.
        On the screen, a sentence types itself...

        WHY HAVE YOU STOPPED?  REQUEST MORE INFORMATION.

        Quail read it and continues.


9       INT. McCLANE'S OFFICE - REKALL - DAY

        Scene opens on a CU of McCLANE, a genial, bubbling, enthus-
        iastic man.

                                 McCLANE
                   We're all dreamers, Douglas.
                   But here at Rekall, dreams
                   are our business.

        He presses a button on his desk and the chairs on which
        they are seated appear to be in outer space.  Countless
        stars glitter all around.  Startlingly, a comet whizzes by.
        Quail is amazed.  McClane grins and presses the button
        again.  The scene changes to a beautiful underwater coral
        reef.  Multi-colored fish swim around the chairs and desk.

                                 QUAIL
                   But... is the process really
                   that effective?  A false
                   memory!?

                                 McCLANE
                           (shaking his head;
                            smiling)
                   We prefer the term "extra-
                   factual implant".  Your
                   memory will be complete in
                   every way.  You will have
                   gone to Mars.  We guarantee
                   that.

                                 QUAIL
                   Is it in any way dangerous?
                   I mean, the medical techniques?

                                 McCLANE
                   Not when you deal with
                   qualified operators - like
                   us.

        He presses the button again and the normal office returns.
        Quail looks around, impressed.

                                 QUAIL
                   It's just - incredible.

                                 McCLANE
                   And look at our follow-up
                   program!

        He puts items on the desk as he talks.

                                 McCLANE
                           (continuing)
                   Space-flight ticket stub...
                   passport... vaccination
                   certificates... matchbooks
                   from Martian Nouvelle Cuisine
                   Restaurants, souvenirs, post
                   cards... even names of people
                   you met - now back there -
                   who you can call and discuss
                   your trip with... by the way,
                   we plant these things where
                   you'll come across them at
                   random in the future.

                                 QUAIL
                   But... I'll know I hired you.
                   That'll destroy the whole
                   illusion.

                                 McCLANE
                           (smiling; self-
                            satisfied)
                   But you won't remember me, or
                   having been here.

                                 QUAIL
                   I won't?

                                 McCLANE
                   Your money back if you do!
                   We've never paid out yet.

        Quail slumps backs in his chair, overwhelmed.

                                 McCLANE
                           (continuing)
                   And we have a special this
                   month, for only two-hundred
                   thousand dollars more.

        At the press of a button, a list appears on the wall...

        A14  MILLIONAIRE PLAYBOY
        A15  SPORTS HERO
        A16  INDUSTRIAL TYCOON
        A17  INTELLIGENCE AGENT

                                 McCLANE
                           (continuing)
                   You can have a new identity
                   for the duration of the trip.
                   Pick one.

        Quail's eyes linger on "Intelligence Agent."

                                 QUAIL
                   "Intelligence Agent"... wouldn't
                   that be dangerous?  I might
                   attack....

                                 McCLANE
                           (airily)
                   No.  No.  You're a retired
                   agent.  Mars was your last
                   mission and you're never to
                   break your cover.  But you'll
                   have got the girl, killed the
                   baddies, and saved the
                   Universe.  Not bad, eh?

                                 QUAIL
                   I don't know... about the
                   whole thing... it's all such
                   a fake.  I won't really have
                   gone.  I won't really....

                                 McCLANE
                           (kind but firm)
                   Let's face it, Douglas, you,
                   and millions of people like
                   you have no chance of ever
                   getting to Mars and you'd
                   never qualify as a secret
                   agent for EIO.  This - REKALL
                   - is the only way to achieve
                   your dream.

        He gets up and walks around to Quail's chair.

                                 McCLANE
                           (continuing)
                   Think about it, Douglas.
                   Think, too, what a terrible
                   boor a real holiday is.
                   Lost tickets, endless arguments,
                   lousy hotels, missed connections,
                   rotten weather... Rekall will
                   supply you with perfect, happy
                   memories.

        Quail is thoughtful, willing to be totally convinced.


9A      INT. QUAIL'S APARTMENT - NIGHT

        Quail is sitting, distracted, in an uncomfortable modern
        chair.  Kirsten is watching a near-pornographic film on
        TV.  She casually lights a cigarette.

                                 QUAIL
                   You know that's illegal.

                                KIRSTEN
                   Yeah?  Who's going to report
                   me?  You?... wimp....

        She watches a torrid love scene on the video.

                                 KIRSTEN
                           (continuing)
                   Screwing around's illegal,
                   too.  But just give me half
                   a chance...

        Quail looks at her with distaste.  His expression changes
        to one of resolve.


10      INT. MEMORY STUDIO - DAY

        Quail is stretched out on a plush reclining couch, alongside
        some strange-looking lab equipment, wearing a hospital-type
        smock.  In the b.g. hovers a TECHNICIAN, adjusting some
        instrumentation (discreet banks of computers, etc.) -- that
        apparently relates to the lab equipment next to Quail.  The
        room in a dim, soothing booth, lit by indirect lighting.

        Quail looks a little concerned as he studies all the
        instrumentation next to him -- as one always does at the
        dentist's, looking at the drills.

        The door opens abruptly, in walks a cute-looking LITTLE
        OLD LADY, wearing a JOGGING SUIT.  (A RUTH GORDON-TYPE.)

                                 OLD LADY
                   Hi, I'm Doctor Sophie Lull.
                   Sorry I'm late.
                           (walks toward
                            coat closet)
                   I'll be right with you.

        She dons a white medical smock that covers her jogging
        suit, then slings on heavy, lead-lined protective vest.

                                 QUAIL
                           (looking at
                            instrument
                            console)
                   This really going to work?

                                 LULL
                   It the Pope Martian?

        Lull's assistant, the TECHNICIAN in b.g., who had been
        steadily working on the instrumentation, now looks over
        at Lull.

                                 ERNIE (TECHNICIAN)
                           (at machine)
                   Okay -- that's it.

        Now, Lull extends a long rubber tube, a hypodermic needle
        attached to it.  Quail eyes it warily.  She swabs the back
        of his hand in preparation, notices his apprehension.

                                 LULL
                   Now, just relax, kid.  This
                   ain't gonna hurt.  Just a
                   controlled drip of Narkadine.
                   When you're under, I'll just
                   ask ya a few questions, nothin'
                   real personal, just full
                   details of yer private life
                   so's we can tailor the
                   wish-fulfillment program to
                   your needs.

        She injects the needle into his hand as she speaks, tapes
        it down.

                                 LULL
                           (continuing)
                   See?  Painless.  I didn't feel
                   a thing.  Hey, you're a nice
                   kid... you like a little
                   somethin' extra?

        Quail, embarrassed, starting to go under, nods.

                                 LULL
                           (continuing;
                            pleased)
                   Good!  Kid -- have I got a
                   girl for you!  She's gonna
                   like you.  You're good-lookin'.
                           (beat)
                   Gettin' sleepy?
                           (he nods)
                   Good.  Now, what's the first
                   thing you think of when you're
                   thinkin' about Mars?

                                 QUAIL
                           (wistfully)
                   Well... I'd like to see the
                   Martian Sphinx...

                                 LULL
                   Okay -- you will, Dougle!  I
                   want ya to start counting
                   backwards from a hundred for
                   me.

                                QUAIL
                           (sleepily)
                   One hundred... ninety-nine...
                   ninety-eight... ninety-seven...
                   ninety-six... ninety-five....

        His voice drops off; his eyes close.  Lull studies him,
        adjusts some instruments, then turns to Ernie, glancing
        briefly at a typed sheet in front of her.

                                 LULL
                   Okay, Ernie, the trip to Mars;
                   number sixty-two... and throw
                   in that blonde... We'll give
                   him a real good time.

                                ERNIE
                   Sixty-two... and... the blonde...

        He takes two discs and inserts the first one into a machine.

                                 ERNIE
                   Boy, is this one wild.  He
                   won't want to come back.

        Ernie inserts the second disk.

                                 LULL
                   Dougie?  This Sophie Lull.
                   Can ya hear me?

                                 QUAIL
                   ...Sophie....

                                 LULL
                   Good! ... I'm gonna ask ya
                   a few more questions now.  Ya
                   think you'll be able to
                   answer 'em?

                                 QUAIL
                   ...Yes....

                                 LULL
                   Attaboy!  To begin with, I
                   wanna ask ya; -- You sex
                   life.  How many orgasms a
                   week?


11      INT. McCLANE'S OFFICE - DAY

        McClane has several file drawers open and is removing diverse
        objects and placing them on his desk.

        These items apparently are objects Rekall, Inc. intends
        to "plant" for some client of theirs to find (perhaps
        even Quail) -- as part of his fantasy.

        While he is putting these things on his desk, the PHONE
        BUZZES.  He answers it.

                                 McCLANE
                   Yes?

                                 LULL (V.O.)
                           (filtered;
                            tense)
                   Howie?  Listen, you'd better
                   get in here.

                                 McCLANE
                           (not too
                            concerned)
                   Not another schizoid embolism.

                                 LULL (V.O.)
                           (filtered)
                   You'd better get in here.


12      INT. MEMORY STUDIO - DAY

        McClane come quickly in, brushing the swinging door open.

        Lull and Ernie look up as he enters.  Quail lies on the
        couch, breathing slowly and regularly, his eyes closed.
        McClane looks queryingly at Lull, who motions him to
        silence.

                                 LULL
                           (bends over
                            Quail)
                   Quail?  Dougie, can you hear me?

                                 QUAIL
                   Yes.

                                 LULL
                   Tell McClane what you told us.

        McClane glances sharply at Lull, then turns to Quail.

        Quail's eyes open and scan the room.  They settle on
        McClane.  These eyes have changed:  they have become
        cold and steely.  In fact, Quail's entire personality
        seems to have changed -- his face has acquired a flint-
        edged hardness.  He is chillingly menacing.

                                 QUAIL
                           (a deadly
                            voice)
                   All of you in this room are
                   dead.

                                 McCLANE
                           (not quite
                            taking it
                            seriously)
                   What's he talking about?

                                 QUAIL
                   You've broken my cover.

                                 McCLANE
                   What is this?...

        McClane's eyes flash angrily at Lull.

                                 LULL
                   The Narkadine cracked a memory
                   cap.  Mars --
                           (she's scared)
                   He's really been there.

        There is a chilly silence in the room as McClane digests
        this.

                                 McCLANE
                   Forced suppression?

                                 ERNIE
                   With spontaneous breakthrough.

                                 McCLANE
                   Holy shit.

        They stare at Quail as if he's a ticking bomb.

                                 QUAIL
                           (coldly)
                   You've compromised the Sphinx
                   Project.  You'll have to be
                   silenced.

        Now they're all panicked.

                                 McCLANE
                   Wait a minute.  Quail --

                                 QUAIL
                   My name isn't Quail.

                                 McCLANE
                   Listen... whoever you are...
                   sir....
                           (almost
                            pleading)
                   ...This is all an accident.
                   We'll destroy all the records.
                   No one will know.  I swear it.
                   Believe me.

                                 QUAIL
                   I believe you, but that won't
                   stop E.T.O. from killing you.

        The Rekall people stare at each other in quiet horror.

                                 QUAIL
                           (continuing)
                   Killing you... killing you...
                   killing you....

        His voice trails off, his eyes close.

                                 LULL
                           (intensely)
                   He wants a false memory
                   implanted -- of a trip he
                   really took.
                           (pause)
                   Someone at Earth Intelligence
                   Operations erased his memory.
                   All he know was going to Mars
                   meant something special to
                   him.

                                 ERNIE
                   What do we do?  Graft a false
                   memory pattern over the real
                   memory of the same thing?

                                 LULL
                           (shaking her
                            head)
                  Uh-uh... That could promote
                  a partial breakthrough of
                  the real trip.

                                 McCLANE
                           (overlapping)
                   Revive him without any false
                   memory implantation and get
                   him out of here.

                                 LULL
                   Why don't we just wipe out
                   the memory of his visit
                   here?

                                 McCLANE
                           (nodding;
                            relieved)
                   Yes.  Good.  I'll destroy
                   his file and cancel his fee.
                   I have a feeling that the
                   longer he doesn't know who
                   he is, where he's been,
                   where he's going and who we
                   are, the better off we'll
                   all be.  I'm taking a holiday.
                   A real one.

        He leaves.  The others stare after him, looking very grim.


12A     INT. RECEPTION AREA OF REKALL - DAY

        A dazed and disoriented Douglas Quail comes out of an
        inner door and walks through the lobby towards the exit
        door.

        An attractive RECEPTIONIST, her bare breasts visible
        through a clear plastic blouse, watches him; she then
        looks toward McClane who has half-opened the door to view
        Quail's progress.


12B     INT. ELEVATOR - DAY

        Quail travels down.  Uncomprehendingly, he looks out at
        the city.


12C     INT. BUILDING FOYER - DAY

        Quail stumbles through the fairly crowded foyer, oblivious
        to anything around him.  A red-headed man may or may not be
        watching him.  He makes a phone call from a pocket phone.


12D     INT. ROBOT TAXI CAB - AFTERNOON

        Scene open on Quail, in the back of the cab; he looks
        around, slowly coming to his senses.

                                 QUAIL
                   Where am I?

                                 DRIVER
                   Travelling south along Third
                   Avenue, passing Fourty-third
                   street.

        Although the driver's voice is a little mechanical (flat
        in tone) he is filmed from Quail's POV, and it isn't
        obvious he is anything other than an ordinary cab driver.

                                 QUAIL
                   Where am I going?

                                 DRIVER
                   Thirty-three thirteen "G"
                   Street, Sector "L", Twin
                   Towers, Apartment six-thirty-
                   five.

                                 QUAIL
                   How did I get here?

        Camera now cuts to a shot in front of the driver.  He is
        a fairly human-like robot.

                                 DRIVER
                   I don not understand the
                   question, sir or madam.

                                 QUAIL
                   How did I get into this cab?

                                 DRIVER
                   You stepped into it in the
                   normal manner, sir or madam.


15      INT. CORRIDOR OF QUAIL'S APARTMENT - DAY

        The reception area and hallway leading to the elevators is
        smart and clean, though not lavish.  A uniformed and armed
        DOORMAN is standing by the entrance door.

        Filmed from the elevator end of the area, we see the cab
        pull up and Quail alight and enter the building.  He nods
        to the doorman and approaches the elevators.  As he reaches
        them a MAN steps out from behind the camera.  A 2ND MAN
        enters from a door opposite the elevators.  Quail looks
        at them and becomes quite panicky.

                                 1ST AGENT
                   Aren't you the man from Mars?

        He takes a modern, lethal gun from his pocket.  Quail turns,
        but the other man is behind him.

                                 2ND AGENT
                   Don't give us a reason to
                   kill you.

        Quail looks toward the doorman, who is paying little
        attention to the events.  As the two men edge Quail towards
        the door, he call out...

                                 QUAIL
                   Mr. Zimmer...Mr. Zimmer...
                   help me... they're...

        But the doorman turns calmly away.


16      INT. BASEMENT CAR PARK - DAY

        The two men lead Quail past a number of cars to their own
        vehicle.

                                 QUAIL
                   Where are you taking me?

                                 1ST AGENT
                   You told everyone at Rekall
                   about you trip to Mars.
                   Where you went, who you worked
                   for, what you did --

                                 QUAIL
                   But I didn't... Are you telling
                   me... I did go to Mars?  I
                   don't remember?

                                 1ST AGENT
                   You've remembered too much.
                   The Sphinx Project, for a
                   start....

                                 QUAIL
                           (confused;
                            remembers only
                            fragments)
                   Sphinx?... No, no, I don't,
                   I... What about the people
                   at Rekall?  I don't recall
                   Rekall but you said if they
                   know what I did?  Why don't
                   you ask them?  They'll tell
                   you I didn't...

                                 1ST AGENT
                   They've been taken care of.

                                 QUAIL
                   What do you mean?

        Neither man bothers answering.  They arrive at their car
        and open the door for Quail.  He hesitates.

                                 QUAIL
                           (continuing)
                   What are you going to do with
                   me?

                                 1ST AGENT
                   Get in the car.

        He slaps Quail hard across the face.  Quail is terrified.
        He is tearful with fear.

                                 QUAIL
                   My God!  No!  You're going to
                   kill me!

        He cringes.  His hands across his face.

                                1ST AGENT
                   No one's going to kill you if
                   [you do what you're told.]
                   We're visiting E.I.O. for some
                   new tests.  Now get in, or do
                   we start playing rough?

                                 QUAIL
                   No!  It's not my fault!  You
                   can't do it!

        They start to force him into the car physically.

        Suddenly, Quail stops cringing.  the FEAR DISAPPEARS FROM
        HIS FACE, and is replaced by an odd, thoughtful expression.

                                 QUAIL
                           (continuing)
                   Wait a minute, I remember --

                                1ST AGENT
                   What, Quail?  What do you
                   remember?

                                 QUAIL
                   On Mars... they tried to kill
                   me... And....

        QUAIL TRANSFORMS INTO A HIGHLY SKILLED KILLING MACHINE.

        In an instant, he karate-chops both agents across the
        windpipe, and they crumple to the ground.

        Quail steps back.  He stares at the two bodies, incredulous;
        then stares at his own deadly HANDS.  It is as though they
        belong to someone else.

        Then, leaving the two agents sprawled across the alley, he
        races back into the basement door of his building.


18      INT. QUAIL'S APARTMENT - EVENING

        Kirsten is watching another pornographic video when Quail
        bursts in.  He is still disoriented.

                                 QUAIL
                   Did you know I've been to
                   Mars?

        Kirsten gets up and turns off the movie.

                                 KIRSTEN
                   What!  This stupid obsess...

                                 QUAIL
                           (interrupting)
                   I think I've been.  I vaguely
                   recall...

                                 KIRSTEN
                   Doug, you've got to forget...

                                 QUAIL
                           (interrupting)
                   Forget?  Remembering is the
                   problem I must've been
                   to one of those artificial
                   memory places...

                                 KIRSTEN
                   Oh my God...

                                 QUAIL
                   But something went wrong...
                   something about a real
                   memory... and then those
                   men...  tried to kill me.

                                 KIRSTEN
                   What men?  Doug, you're crazy.

        She starts to mix a drink from a well-stocked cabinet.

                                 KIRSTEN
                           (continuing)
                   You're here now.  They didn't
                   kill you.

                                 QUAIL
                   No.  That's what's so amazing.
                   I killed them.  I think...

        Kirsten stops pouring her drink and look at him sharply.

                                 KIRSTEN
                   Where?  Where are they?

        Quail points down with his finger.

                                 KIRSTEN
                           (continuing)
                   Doug!  It's something they
                   put into your mind at the
                   memory place.  Fantasies.
                   That's their business.

        She sips her drink.

                                 KIRSTEN
                           (continuing)
                   You're a computer operator.
                   You're a bore.  You're a
                   wimp.  You're not a killer.

                                 QUAIL
                   I'm involved somehow with
                   E.I.O.  It's true.  It's no
                   fantasy.

        He walks around the apartment drawing curtains and putting
        out the lights.

                                 KIRSTEN
                   Doug, I want you to see a
                   doctor.  Now Alec and Shirley
                   Turnbull have a good man.  He
                   helped Alec through his
                   breakdown.

                                 QUAIL
                   For fuck's sake, this is no
                   breakdown!

        Kirsten is taken aback at his use of language.  He strides
        into the bathroom and slams the door.  She turns on one
        lamp, goes to a telephone and dials.


19      INT. BATHROOM - TWILIGHT

        Quail takes a washcloth, turns the hot water up full and
        soaks the cloth under the steaming water.  Using it as a
        compress, he presses it against his face and his neck, to
        drain off some of the tension.

        He turns off the water.  Towelling his head dry, he opens
        the bathroom door.

        The instant he does this, a blinding white BURST OF LIGHT
        comes arcing into the bathroom, and the back wall crinkles
        and CHARS into a swatch of blackness.

        QUAIL DIVES OUT THE DOOR, just as ANOTHER BOLT incinerates
        the spot where he was standing.


20      INT. LIVING ROOM - TWILIGHT

        THE ROOM IS IN TOTAL DARKNESS.  The only thing visible is
        the pale rectangle of the balcony window, with the curtains
        drawn over it.

        QUAIL and his ASSAILANT cannot be seen -- but they can be
        HEARD.  There is the sound of a SCUFFLE -- the meaty THUD
        of a FIST CONNECTING WITH FLESH -- and a painful GRUNT as
        someone's breath whooshes out.

        The LIGHT COMES ON.  Quail is standing with one hand on the
        lamp, and the other twisting KIRSTEN's arm up behind her
        back.  A pistol lies on the floor.  Quail is totally stunned.
        He releases her arm, shoving her away from him, at the same
        time scooping up the pistol.

                                 QUAIL
                   My God!  Did you say I need a
                   psychiatrist?

                                 KIRSTEN
                           (coolly)
                   I haven't seen you move that
                   fast since I've known you.

                                 QUAIL
                           (outraged)
                   How could you do it?  After
                   eight years!

                                 KIRSTEN
                   I'm not your wife, Quail.

                                 QUAIL
                   Not my wife!  You are out of
                   your mind.

                                 KIRSTEN
                           (indifferent;
                            nursing her
                            arm)
                   It's a false memory implant.
                   I never saw you before six
                   weeks ago.

        Quail is totally disoriented.

                                 QUAIL
                   Why are you lying like this?

                                 KIRSTEN
                   No, Quail.  It's true.  You
                   work for E.I.O.  So do I.

        As she speaks, she walks to a picture on the wall and from
        behind it pulls out a small wallet.  She flips it open to
        show him her E.I.O. badge.  He looks down uncomprehendingly
        at the holographic lettering "Earth Intelligence Organisation".

                                 QUAIL
                           (indicating their
                            surroundings)
                   But why all of this?

                                 KIRSTEN
                           (shrugging)
                   We had to watchdog you...make
                   sure the erasure took.  A wife
                   seemed like a good idea.

                                 QUAIL
                   But I remember it!  All of
                   it!... Us!

                                 KIRSTEN
                   All implanted.

                                 QUAIL
                   Our friends... my work...
                   eight years.

                                 KIRSTEN
                   The job's real -- you've had
                   is six weeks -- since you got
                   back from Mars.

        He sits down, holds his hand to his head.

                                 KIRSTEN
                           (continuing)
                   It's all a fabrication, Quail.
                   Everything you know.

                                 QUAIL
                   This is crazy!  If all my
                   memories are false, who am
                   I?  What am I?  Jesus... it's
                   like I don't exist.

                                 KIRSTEN
                   You exist, all right.
                           (very cold)
                   That's the problem.

        A pause as Quail mentally gropes frantically, for what to
        do next.

                                 QUAIL
                   Why did you try to kill me?
                   Why does E.I.O. want me dead?

                                 KIRSTEN
                   They don't particularly.  That
                   was my idea.  This assignment was
                   boring me to death.  The
                   personality they gave you
                   wasn't too thrilling.

                                 QUAIL
                   Well, what did I do on Mars
                   that they have to keep me from
                   telling?

                                 KIRSTEN
                   I've no idea.  I just work
                   here.

                                 QUAIL
                   All right... I'm leaving.
                   Don't try and follow me --

                                 KIRSTEN
                   I don't have to follow you.
                   You can't get away from E.I.O.
                   Nobody does.

        Quail looks at her as if seeing her for the first time.

                                 QUAIL
                   No wonder you got the role as
                   my bitchy wife -- type casting.

        He leaves.  Kirsten smiles secretively.  She goes to a
        drawer, opens it and removes a tiny instrument that looks
        like a TV channel-changer.  There is a very small light
        on the instrument, which begins flashing on and off, as
        the instrument  begins to make BEEPING SOUNDS.


21      EXT. STREET OUTSIDE QUAIL'S APARTMENT - NIGHT

        Quail walks briskly out onto the street, controlling his
        paces, trying not to look suspicious.  After a beat, he
        heads for the nearest subway entrance.


22      INT. SUBWAY STATION - NIGHT

        Now underground, Quail tries to blend in with the other
        subway people.  He heads toward the weapons check.


23      EXT. STREET SUBWAY ENTRANCE - NIGHT

        An OFFICIAL VEHICLE slams to a halt next to the subway
        entrance and a whole load of INTENSE MEN pours out of it.


24      INT. SUBWAY - NIGHT

        Quail now shuffles along in a lineup of people waiting
        to get through the WEAPONS CHECK.  He tries to control
        his nervousness.  He passes.  The guard smiles at him,
        pleased to see he has remembered his gun.


25      INT. SUBWAY - NIGHT

        All the men with guns drawn come pouring down the subway
        stairs.  The SUBWAY COPS and WEAPONS CHECK are stunned to
        see four large men brandishing guns push their way through
        the weapons check gate without seeming to notice them.  One
        gunman flashes a HOLOGRAPHIC BADGE ENCASED IN PLASTIC at
        them.

        The gunman reach the bottom of the stairs and race closer
        to the subway train, which is just departing.  The men
        halt abruptly.

                                 FIRST GUNMAN
                   Fuck it!

        The second gunman adjusts a small plug - a radio receiver -
        in his ear.

                                 SECOND GUNMAN (EARPLUG WEARER)
                   We won't be able to track him
                   again until he comes up above
                   ground!


26      INT. SUBWAY CAR - NIGHT

        Quail sits in the subway car as it barrels through the
        night, not knowing exactly where he will go.  He is
        confused, distraught.  A commercial comes onto the video.

                                 TV AS VOICE OVER
                   Tired?  Exhausted?  Need a
                   vacation?  Don't settle for
                   memories, experience the real
                   thing.  Daily departures on the
                   space shuttle to Mars.  Visit
                   the wonders of....


27      EXT. SUBWAY STOP - NIGHT

        Quail emerges from underground and looks around.  The
        streets are almost deserted.


28      INT. MOVING OFFICAL VEHICLE - NIGHT

        THE GUNMEN SIT IN THE OV.  The one with the ear plug
        [suddenly talks.]

                                 EARPLUG WEARER
                   Coming in again.  Loud and
                   clear.

        He looks down at an illuminated street map built into the
        car's dashboard.


28A     EXT. SUBWAY STOP - NIGHT

        A cab comes into view.  Quail quickly hails it and jumps
        in.  Cab moves off.


28B     INT. CAB - NIGHT

        Quail is still pondering what to do next.  He glances out
        one window, though not at anything in particular.  Suddenly,
        the silence is shattered as bullets rip through the window
        on the other side.  Quail ducks to the floor.


28C     EXT. CAB - NIGHT

        A wide shot shows that the cab is being fired on by a man
        leaning from the window of an official patrol vehicle.  He
        is aiming at the tires and driver, rather than directly at
        Quail.


28D     INT. CAB - NIGHT

        Bullets are still pouring in.

                                 ROBOT DRIVER
                           (unemotionally)
                   You are being fired on, sir
                   or madam, please leave the
                   cab at once.

        From the floor, Quail pushes the door handle and rolls
        out onto the street.  The pursuing car occupants fail to
        notice his exit.


28E     EXT. STREETS - NIGHT

        Cars continue, as Quail picks himself up from the gutter
        and moves off down a narrow side street.


28F     INT. CAB - NIGHT

                                 ROBOT DRIVER
                   [Please....]

        Bullets rip into the robot driver's neck, severing the
        head from the body.  The head hits the window then bounces
        back onto the front seat.  It continues talking.

                                 ROBOT DRIVER
                           (continuing)
                   ...leave the cab as bullets
                   are hitting the vehicle in
                   considerable quantities.


28G     EXT. STREETS - NIGHT

        The taxi mounts the footpath and smashes through the display
        window of a store.  Clothes models are scattered and broken.
        When the noise abates, the severed head of the robot driver
        is lying among the dummies.

                                 ROBOT DRIVER
                   This company, sir or madam,
                   will institute legal action
                   for damages...


29      EXT. STREET - "END OF THE LINE" HOTEL - NIGHT

        Quail emerges from the side street and sees "End of the
        Line" Hotel.  It is clean, bland, middle class.  He quickly
        crosses the road and enters.


29A     INT. "END OF THE LINE" HOTEL LOBBY - NIGHT

        The foyer is brightly lit and empty.  Quail approaches the
        DESK CLERK, who is reading a book.  "Dr. No", marked, in
        flowing script, "from the classic series".

                                 DESK CLERK
                           (without looking
                            up)
                   Help you, sir?

                                 QUAIL
                           (handing over
                            money)
                   A room for the night.

                                 DESK CLERK
                           (reluctantly
                            putting down
                            the book)
                   ID.

                                 QUAIL
                           (handing over
                            money)
                   Here's ten thousand.  Forget
                   the ID.

        DESK CLERK looks up at him, with interest.  His hand
        hovers over the money.

                                 QUAIL
                           (continuing)
                   I have a liaison with a
                   lady... and I'm married...

                                 DESK CLERK
                   I understand, sir.  Nothing
                   like a bit on the side, eh?
                   Bit of fugitive flesh.  The
                   greatest aphrodisiac is a new
                   body, wouldn't you say, sir?

        Quail looks at him with distaste but is only anxious to
        be given the key to his room.  He says nothing.


30      INT. "END OF THE LINE" HOTEL ROOM - NIGHT

        Quail unlocks the door and enters.  No sooner does he
        relock the door then THE PHONE RINGS.  He freezes, stares
        at it for three rings, then picks it up.

                                 QUAIL
                           (into receiver)
                   I told you, I don't want to
                   be disturbed.

                                 TELEPHONE VOICE
                           (filtered)
                   If you want to live, don't
                   hand up.

        Quail is stunned.  He says nothing, but doesn't hang up.

                                 TELEPHONE VOICE
                           (continuing;
                            filtered)
                   They've got you bugged...
                   They're gonna find you.
                   Faster than you can say "Back
                   Rodgers".
                          (quickly)
                   And don't bother shaking down
                   your clothes -- the monitor
                   is embedded in your skull.

                                 QUAIL
                           (reeling)
                   Who are you?  What the hell
                   is this?


30A     INT. BAR BASEMENT - NIGHT

        The man telephoning Quail is calling from a bar.  Occasion-
        ally people pass him on their way to the toilets.  He is
        youngish and conservatively dressed.  He speaks rapidly
        and urgently.

                                 TELEPHONE VOICE
                   Take a wet towel and wrap it
                   around your head.  That will
                   deaden the signal.  It'll
                   take longer for them to
                   pinpoint you.


30B     INT QUAIL'S ROOM - NIGHT

                                 QUAIL
                   Why should I trust you?

                                 TELEPHONE VOICE
                           (filtered)
                   There's a real old saying -
                   "Beggars can't be choosers".
                   Go and soak your head!

        Quail puts the phone down and rushes to the bathroom.


30B1    INT. PATROL CAR - NIGHT

        The earphone wearer and driver are moving in on the signal
        generated by Quail's bug.  Suddenly, the small illuminated
        cross on the dashboard map cuts out.

                                 EARPHONE WEARER
                   Shit!

                                DRIVER
                   Cut the language, will ya?

                                EARPHONE WEARER
                   It's gone!  Some...malfunction...

        Unscientifically, he prod the screen.

                                DRIVER
                           (world-weary air)
                   Toldya the Martian assembled
                   [stuff don't work.]


30B2    INT. QUAIL'S ROOM - NIGHT

        Quail rushes back into the room with a wet towel,
        turban-like, wrapped around his head.  He rapidly picks
        up the phone.

                                 QUAIL
                   Keep talking.

                                 TELEPHONE VOICE
                           (filtered)
                   Head over to Skid Row -- to
                   the Lucky Stub Pawnshop --
                   corner of Park Avenue and
                   Fifty-eighth.  Tell the man
                   you're Mr. Hotchkiss; you
                   came for your Grecian
                   candlesticks.

                                 QUAIL
                           (infuriated)
                   What do I want with Grecian
                   candlesticks!


30C     INT. BAR BASEMENT - NIGHT

        The man on the phone looks around anxiously.

                                 TELEPHONE VOICE
                   Just do it!  This is no time
                   for small talk.

                                 QUAIL (V.O.)
                           (filtered; not
                            quite convinced)
                   How did you know where to
                   find me?

                                 TELEPHONE VOICE
                   I've been tailing you since you
                   get back from Mars.


30D     INT. QUAIL'S ROOM - NIGHT

                                 QUAIL
                   You're E.I.O.  You're on the
                   other team.

                                 TELEPHONE VOICE
                           (filtered)
                   I'm E.I.O.  But I was your
                   best friend.  Scott Stevens -
                   we arranged this...

                                 QUAIL
                           (trying to
                            recall)
                   I can't remember - only bits...

                                 TELEPHONE VOICE
                           (filtered;
                            overlapping)
                   I was your fail-safe -- if and
                   when the shooting started.
                   Good luck.  Look me up if you
                   remember me.


30E     INT. BAR BASEMENT - NIGHT

        Scott Stevens hangs up the phone.  He looks around
        cautiously, then walks a few steps to the mens room.


30F     INT. MENS ROOM - NIGHT

        Scott Stevens walks to the row of troughs and begins to
        urinate.  The room is empty.  He hears a noise and looks
        around.  Two EIO men are standing there aiming lethal-looking
        high-velocity weapons at him.  One of them is the red-headed
        man we've already seen.

                                 1ST MAN (RED-HEADED)
                   Well, look at that.  He's
                   really got his hands full.

                                 2ND MAN
                   Not so full, so I've heard.

        Still urinating, the frustrated Scott Stevens can only look
        back over his shoulder.  Laughing, both men open fire,
        riddling him with bullets.  He collapses in an undignified
        heap, his head in the water at the base of the trough.


31      INT. "END OF THE LINE" CORRIDOR - NIGHT

        Quail, with towel around his head, glances up and down the
        corridor -- spots a sign that says "FIRE EXIT".  He races
        towards it.


32      EXT. "END OF THE LINE" FRONT ENTRANCE - NIGHT

        The OV slams up in front of the hotel and a carload of
        MEN tear out of it and barge into the hotel.


32A     INT. "END OF THE LINE" HOTEL LOBBY - NIGHT

        The startled clerk jumps to his feet as the group of
        armed men enter rapidly.

                                 EARPHONE WEARER
                   Quick.  The guy who checked
                   in fifteen minutes ago.

                                 CLERK
                           (nervous)
                   Room...thirty-six.

        Most of the armed men instantly head off up the stairs,
        their weapons at the ready.  Clerk watches, astonished.

                                 CLERK
                           (continuing)
                   He was only meeting a lady...
                   Aren't you guys overdoing it
                   a bit?


32B     EXT. STREET - NIGHT

        Quail is walking along briskly, still with the towel
        around his head.  A few passers-by look at him curiously.
        He puts his hand together and greets them Indian-style.


33      EXT. PARK AVENUE - NIGHT - CLOSE ON STREET SIGN

        which reads: "PARK AVENUE / 58TH STREET".

        PULL BACK to reveal "The Lucky Stub Pawnshop".  WINOS
        lurk on the corner.  Park Avenue has deteriorated into
        a slum.

        QUAIL ENTERS FRAME, and approaching the pawnshop, stepping
        over a BUM in a doorway.


34      INT. PAWNSHOP - NIGHT

        Quail is just entering; an old-fashioned BELL overhead,
        tripped by the door opening, announces his entrance.

        At once, an immense FAT MAN emerges from the back room.

                                 PAWNBROKER
                   You wanta camera?  I got some
                   good, top-quality ones.  You
                   want silk rugs?  Handmade last
                   century in Iran...all perfect.
                   You want videos?  Old movies...
                   classics...all those Vietnam
                   war ones...real quaint stuff...
                   you want...

                                 QUAIL
                           (interrupting;
                            awkwardly)
                   I'm Hotchkiss...I came for
                   the...Grecian candlesticks...

        The Fat Man studies him warily for a long moment; then
        he disappears through the curtain.

        In a brief moment, he emerges again, carrying a small,
        "makeup-sized" case, as well as two large candelabra.

        The Pawnbroker puts the case on the counter.  Quail looks
        at the case with curiosity.

                                 QUAIL
                           (continuing)
                   I wonder if you could tell
                   me...

        They both look around as someone enters.

                                 PAWNBROKER
                   I trust these will look well
                   in you... mosque.


35      INT. FLOP HOUSE - NIGHT - CLOSE ON HANDS

        Opening up the small case.

        PULL BACK to reveal they are Quail's hands.  The hotel
        room he's now in is obviously a different one than the
        last one we saw him in.  The room is large but run-down,
        the walls are peeling, the architecture is much older,
        etc.

        Quail examines the contents of the case:  there are CREDIT
        CARDS and also MONEY, several stacks of bills, neatly
        tied -- some of it the conventional green, but most of
        it red.


        CLOSE ON RED MONEY

        On the face of it is printed:  "MARS FEDERAL COLONY".

                                 QUAIL
                           (mutters)
                   Martian money....

        Quail thumbs through the money, and whistles softly to
        himself as he sees how much there is.

        Also in the case are:  TWO PASSPORTS;  a small CASSETTE
        RECORDER;  a rolled-up LEATHER POUCH and a spray can of
        some sort;  and a strange thing that looks like a silver
        mask.  He examines the face mask, studies BLACK LETTERS
        WRITTEN ACROSS IT (which we are not close enough to read)
        and then puts it aside.  Another item now catches  his
        eye:  a wristwatch.  He sees a conspicuous red button on
        the side of the watch, and PRESSES IT.  INSTANTLY, TO HIS
        SHOCK, QUAIL SEES A MAN MANIFEST HIMSELF HIMSELF OUT OF
        THIN AIR AND STAND THERE IN THE ROOM A FEW FEET AWAY FROM
        QUAIL:  he's an EXACT HOLOGRAPHIC DUPLICATE of Quail --
        down to the clothes Quail is wearing now.

        The image stands and watches Quail.

                                 QUAIL
                           (continuing)
                   What the hell...?

        Quail smiles, presses the red button again.  There is a
        HUMMING SOUND -- and the man FADES INTO THIN AIR -- like
        a television set being turned off.

        Quail looks bemused.

        Now he unrolls the leather pouch and looks inside.  There
        he finds what look like SURGICAL INSTRUMENTS;  a sponge,
        a long piece of wire doubled over, with some attachments
        and a tiny METAL HEAD on one end, and some tubes of salve.

        He turns on the cassette recorder.

        The VOICE he hears on the cassette TAPE is HIS OWN!

                                 CASSETTE VOICE (V.O.)
                           (Quail's voice)
                   "Hauser, this is Hauser -- or
                   whatever you think your name
                   is now.  If you're listening
                   to this, I'm talking to myself.
                   Your memory's been erased and
                   you've got a wet towel around
                   your head.
                           (he does)
                   "The first thing you've got to
                   do is get rid of that bug in
                   your head."


36      INT. HOTEL BATHROOM - NIGHT

        The sound of the tape continues as Quail follows
        instructions - pushing the wire up into a bloody portion
        of his neck, just below the ear.

                                 CASSETTE VOICE (V.O.)
                   The monitoring device is
                   located in your left maxillary
                   sinus cavity.  Make a small
                   incision in your neck just
                   below the left ear, and
                   insert the wire up into the
                   sinus.  The head is
                   self-guiding.  Just shove.

        Quail makes a face.

                                 CASSETTE VOICE (V.O.)
                           (continuing)
                   You won't feel a thing.  The
                   spray cartridge contains a
                   local anesthetic and a blood
                   coagulant.  Careful, it's my
                   neck, too.

        Holding the wet towel against his neck, Quail slowly
        withdraws the wire.  On the end of it is a tiny, metal
        bead, the Transmitter.


37      INT. MOVING OFFICIAL VEHICLE - NIGHT

        The man with the ear plug suddenly reacts.

                                 EARPLUG WEARER
                   It's come on again.

                                 DRIVER
                   Where?

        The 1st man quickly check the map-grid in the dashboard.
        A small bright 'x' is flashing.

                                 EARPLUG WEARER
                   He's in that old flophouse.
                   Plaza Hotel.  Central Park
                   South.


37A     INT. HOTEL BEDROOM - NIGHT

        Quail is anxious to get rid of the transmitter.  He looks
        around and notices a rat trap near a rat hole in the
        skirting board.

        He carefully - avoiding springing the trap - removes the
        piece of cheese and pushes the transmitter inside.  He
        then throws the cheese into the rat hole.


38      INT. MOVING OFFICIAL VEHICLE - NIGHT

        The car is moving swiftly through the streets.

                                 EARPLUG WEARER
                   Boy, he's really moving
                   around.

        A CU of the screen shows the small 'x' moving in circles.


38A     EXT. HOTEL SIDE ENTRANCE - NIGHT

        The car pulls up.  Another follows it.  Armed men leap
        out from both.  The EARPLUG WEARER indicates they should
        go down an alley at the side of a service door.  They
        advance cautiously, guns at the ready.  They see no one.
        The EARPLUG WEARER indicates another, even narrower, alley
        leading off to one side.  Two of the men sneak cautiously
        up to it, their guns at the ready.

        A large rat scurries out from behind overfull garbage
        bins.  Furious, they fire.  The bullets rip the bins to
        shreds, scattering refuse everywhere.  The rat is killed.
        They all stare in disbelief.

                                 EARPLUG WEARER
                   Ya dirty rat!


40      INT. E.I.O. HEADQUARTERS - MEMORY LAB - NIGHT

        OPENING CLOSE on a MONITOR SCREEN slated "HAUSER/QUAIL"
        followed by a serial number and some dates.  The slate
        vanishes, replaced by a scene of Quail -- undergoing
        some KIND OF MILITARY TRAINING.

        PAN to OTHER MONITORS, all depicting Quail in other
        action scenes -- on some kind of mission, driving a car,
        etc.

        TECHNICIANS man the monitors, scrolling through them in
        fast-forward and fast reverse as if searching files.

        The technicians turn as Cohaagen and his aides enter.

                                 COHAAGEN
                           (demands)
                   Anything?

                                 SUPERVISOR
                   We're running every one of
                   his memory tapes for the past
                   fifteen years.  Nothing yet,
                   sir.

                                 COHAAGEN
                   There must be something -- some
                   place he would go, some friend
                   he would run to.

        The red-haired E.I.O. man joins them.

                                 RED-HEADED MAN
                           (to Cohaagen;
                            quietly)
                   They lost him.

                                 COHAAGEN
                   Again?!

        The red-headed man nods.

                                 COHAAGEN
                           (continuing)
                   Are you sure the original
                   suppression took?

                                 SUPERVISOR
                   Absolutely, sir.  He thinks
                   he's Quail, a computer...

                                 COHAAGEN
                           (interrupting)
                   Then how do you explain what
                   he's doing?

                                 SUPERVISOR
                   Just his instincts.  He was
                   well trained by E.I.O.... Maybe
                   the memory cap's fractured.
                   Portions of his prior identity
                   could be leaking through.

                                 COHAAGEN
                           (very anxious)
                   He'll remember Mars?  The
                   Sphinx Project?

                                 SUPERVISOR
                   Fragments.  Nothing more.
                   Nothing he could piece together.
                   I did advise terminating him,
                   rather than implanting an
                   identify alternative.

                                 COHAAGEN
                   What do you think I am?  A
                   barbarian?  We're not living
                   in the twentieth century!

        He looks at the video screen again.  An image has flashed
        onto it of an attractive Eurasian girl.

                                 COHAAGEN
                           (continuing)
                   Hold it there.

        He studies the picture, which changes to show the same
        girl from different angles.


42      INT. SPACE PORT - DAY

        Passengers are boarding a COMMERCIAL SPACECRAFT.  In
        addition to the STEWARDESSES checking their tickets, there
        are two PLAINCLOTHES MEN checking every passenger.  They
        carry some kind of small, portable ELECTRONIC DEVICE that
        they shine in the face of each passenger going through.
        (It gives off a BLUE BEAM and HUMS.)

        The passengers are a diverse group - businessmen, officials,
        government people, etc.  There is also a large tour group
        consisting of a predominately middle-aged and determinedly
        jolly crowd, many of them carrying duty-free bags.  They
        are being marshaled by an harassed TOUR ORGANIZER, who is
        carrying aloft a hand-painted sign... "MARTIAN TOUR GROUP".

        The last of the passengers board the spacecraft.  The
        chief PLAINCLOTHES MAN nods to an official and the door
        begins to close.

                                 PLAINCLOTHES MAN #1
                   If he had to travel to Mars
                   with that bunch, I'd be sorry
                   for him.

                                 PLAINCLOTHES MAN #2
                   We couldn't have missed him?

                                 PLAINCLOTHES MAN #1
                   No way.  Let's get a coffee
                   before the next shuttle.


43      INT. SPACELINER - IN FLIGHT

        One of the PASSENGERS -- a middle-aged WOMAN - unbuckles
        her seat belt and heads for the restroom, carrying her
        handbag, and some clothes on a hanger.


44      INT. LAVATORY - IN FLIGHT

        The woman locks the door and turns to the mirror.  She
        opens her bag, takes out a spray container, SPRAYS HER
        FACE with it, and takes out -- the SILVER FACE MASK we
        saw in Quail's emergency kit.

        She holds the mask to her face.  There is a SIZZLING
        NOISE, and SMOKE rises from behind the mask.

        She lowers the mask.  Her face is now that of QUAIL.
        He tears up a passport and drops it down a chute.

        He reaches inside his dress, starts to REMOVE his "FALSIES."

        CLOSE ON MASK

        We can read the BLACK LETTERING written across it now:
        "LASER FACIAL".


45      INT. SPACELINER - IN FLIGHT

        Quail exits from the lavatory and glances toward the
        ebullient tour crowd.  He turns and looks in the other
        direction and sees a video theater advertising "ROCKY 36"
        with Sylvester Stallone III, Jnr.  He isn't too excited,
        but heads towards it.  He pauses a little when an
        announcement comes over the intercom.

        A LITTLE BELL sounds, followed by INTERCOM STATIC.  Quail
        looks up.

                                 CAPTAIN'S VOICE (V.O.)
                   Ladies and gentlemen, if you'll
                   glance out the starboard
                   viewports, you'll behold an
                   indeed awesome sight --

        Quail goes to a viewport and PEERS, transfixed.  He is
        seeing... at last... the object of his obsession.


46      EXT. SPACELINER - IN ORBIT AROUND MARS

        The SPACELINER -- which we have deliberately not seen before
        this moment for dramatic effect -- banks and turns, suddenly
        bringing into view -- MARS.

        AN IMMENSE ORANGE GLOBE -- so close it looks like it's
        going to fall on us.  It dwarfs the spaceliner.

                                 CAPTAIN'S VOICE (V.O.)
                   Those long gorges you see,
                   clearly are the legendary
                   canals of Mars....

        The liner drops toward the surface of Mars.  Below:  a
        NETWORK OF INTERSECTING LINES crisscross the planet.

                                 CAPTAIN'S VOICE (V.O.)
                           (continuing)
                   Of course, they are not manmade
                   canals, but vast natural chasms
                   ...many deeper and larger than
                   the Grand Canyon.  Though
                   utterly without moisture now,
                   scientists have determined
                   that they were formed by
                   massive flooding millions of
                   years ago.


47      INT. SPACELINER

        Quail stares, his brow furrowing as if with some deep
        hidden memory he can't quite recall.

                                 CAPTAIN'S VOICE (V.O.)
                           (continuing)
                   Surface temperatures at the
                   Martian equator is minus
                   one-hundred and twenty degrees 
                   Centigrade -- in winter.
                   Fortunately, this time of year
                   it's slightly more seasonable:
                   Sixty degrees, Fahrenheit,
                   outside the domes.
                           (beat)
                   Please remember, folks, that
                   outside the domes you'll need
                   to carry your own personal
                   oxygen supply at all times.
                   The atmosphere of Mars is
                   almost a vacuum.  Thank you
                   for flying with Interstellar
                   and we hope your stay will be
                   a pleasant one.


48      EXT. MARS - OUTER SPACE

        CAMERA follows the spaceliner until the ENTIRE FRAME is
        filled with the RED-ORANGE sands of MARS.


49      EXT. MARTIAN DESERT - DAY

        An endless expanse of boulder-studded red sand, under
        a red-orange sky.

        The desert is cut by a ROAD, which snakes across the
        rocky terrain.  Some surface TRAFFIC moves along the
        road (all pressurized vehicles since the atmosphere
        of Mars is almost a pure vacuum) - including the
        MARSPORT BUS.

        PAN WITH THE BUS - TO REVEAL

        A CITY UNDER A DOME.

        In the midst of the stark, trackless landscape -- it's
        midday, scorching -- rises a huge weatherbeaten GEODESIC
        STRUCTURE, its glass surface scarred by sandstorm damage.
        Its feeling is like an old Western, when Clint Eastwood
        rides into Tombstone -- the raw, forbidding vistas, with
        a tough town carved out of the wilderness.


50      INT. MARSPORT - DAY

        Quail is looking out at the desolate landscape.  The TOUR
        ORGANISER, an amiable middle-aged man sits beside him.
        It is possible he is not a married man.

                                 QUAIL
                   It's no Garden of Eden.

                                 TOUR ORGANISER
                   No.  Quite a bit to see, though.
                   The canyons, the old Sphinx...

                                 QUAIL
                   What do you know about that?

                                 TOUR ORANISER
                   Not much, really.  Millions
                   of years old.  Bit like the
                   one that used to be in Egypt,
                   you know...

                                 QUAIL
                   Yeah.  Got destroyed in the
                   Arab wars... What about this
                   independence movement?

                                 TOUR ORGANISER
                           (dismissive)
                   Not worth worrying about.
                   Mostly descendants of the
                   original colonists from Earth.
                   Now they want self-rule so they
                   can sell us all the minerals...
                   I don't think we've met.  You
                   with our group?  Takes me a
                   while to know everyone.

                                 QUAIL
                   Sure.  Douglas Quail.

                                 TOUR ORGANISER
                   Richard Toltz.
                           (they shake hands)
                   Well, Doug, I hope we'll see
                   a lot more of each other.


55      EXT. CITY (UNDER THE DOOM) - DAY

        The bus pulls up outside a modern tourist hotel.  The
        buildings surrounding it have a much more improvised,
        temporary look.  Most are pre-fabricated structures.
        The streets are crowded and there is a "frontier-town"
        atmosphere.  Stalls sell fruit and vegetables, also water
        and air containers.

        A lot of greenery is evident - this is to absorb CO2 and
        emit oxygen, thus helping with the air supply under the
        dome.

        Some small, ragged boys look at QUAIL as he looks around
        before going inside the hotel.  Suddenly, one of them throws
        a small sack at him.  It hits his chest and leaves a yellow
        stain.  The hotel DOORMAN chases the boys away....

                                 BOY
                   Smogpsucker!

        From the other side of the street, a gang of URCHINS with
        a harmonica start singing some kind of defiant PATRIOTIC
        SONG.

                                 DOORMAN
                   You know how it is, sir.  Some
                   of these red-asses are a bit
                   prejudiced.

                                 QUAIL
                   Prejudiced?  Against what?

                                 DOORMAN
                   Earthmen.

        The street song has swelled, adult MINERS and CITIZENS
        joining the belligerent chorus.

                                 QUAIL
                   What are they singing?

                                 DOORMAN
                   The Martian National Anthem.

        Quail tips the doorman, enter the hotel.


57      INT. MARS HILTON LOBBY - DAY

        Quail passes several kiosks -- a magazine stand, currency
        exchange, clothing store, shoeshine stand.  A SHOESHINE
        BOY looks up at Quail.

        Quail walks past, enters the main lobby.  The atrium
        entryway is absolutely fabulous; a complete contrast to the
        dirty, Casbah-like streets.  AFFLUENT-LOOKING PEOPLE in
        spotless linen fill the lobby.

        Quail stops to examine a large ROTATING DISPLAY sitting on
        a table in the middle of the lobby.  It is a stand-up model
        of a SPHINX.  Across the top is written "THE FIRST WONDER
        OF MARS".  A recorded VOICE repeats a canned speech --

                                 CANNED VOICE
                   "...the Martian Sphinx...
                   only evidence of non-human
                   civilization ever discovered
                   ...age estimated at over
                   eighteen million years...


        CLOSE - SHOESHINE BOY

        He stares at Quail.

        BACK TO SCENE

        Quail approaches the Registration Desk.

                                 CLERK
                   Nice to have you back with us,
                   Mr. Hauser.

        Quail is startled to be recognized -- particularly by
        this name.  He tries to stay casual.

                                 QUAIL
                   Nice to be back.
                           (pick up pen)
                   I'm flattered you remember me.

                                 CLERK
                   Part of my job, sir.

                                 QUAIL
                           (starts to sign;
                            hesitates)
                   Do you remember my first name,
                   too?

                                 CLERK
                   Charles.  Charles Hauser, right?

                                 QUAIL
                   I'm impressed.
                           (now he signs)
                   Listen.  I need transportation
                   to the... uh... the Sphinx.
                   Can you arrange it for me?

                                 CLERK
                   I'm sorry, sir.  But Earth
                   government has sealed off the
                   excavation site completely.
                   No one but survey teams and
                   archaeologists are allowed
                   closer than twenty miles.

        The Clerk taps a few keys on a computer.

                                 CLERK
                   Oh...
                           (spots something
                            on the computer)
                   Do you want the item you left
                   with us?

                                 QUAIL
                   What item?  Oh... yes, please.

        The Clerk turns to the safe, retrieves an envelope. He
        hands it -- and an ELECTRONIC ROOM KEY -- to Quail.


58      P.O.V. - THROUGH BINOCULARS - THE SPHINX

        Far in the distance, a dusty red structure squats amid
        barren dunes.  We see vehicles, scaffolding, a fortified
        perimeter.


59      INT. QUAIL'S HOTEL ROOM - DAY

        Quail stands at the window, looking through binoculars.
        He lowers them irritably, tosses them on the bed.

        Quail tugs the envelope from his pocket, tears it open.
        Inside is a single slip of paper, on which is written
        in longhand:

                                 "MELINA NOEL
                           Last Chance Air Station
                        Kilometer 61   Gird Square T9"


60      EXT. MARS HILTON - SUNSET

        It is now sunset on Mars and it's literally of inearthly
        beauty.  The sun is bold and blood red;  the foggy, drip-
        ping glass of the Dome tints the light into strange colors.

        Quail emerges from the hotel, properly attired now in a
        white tropical suit, and starts for the taxi stand.

        Behind him, also emerging from the hotel, is the Shoeshine
        Boy.  He keeps out of sight -- but is definitely tailing
        Quail.

        As Quail nears the first solar-powered taxi in line, he is
        approached by an amiable-looking CALYPSO GUY wearing a West
        Indian shirt and bright straw hat.

                                 CALYPSO GUY (BENNIE)
                   Need a cab, boss mon?

        Quail hesitates, unsure of the protocol.

                                 BENNIE
                           (continuing)
                   Mine's right around the corner.

                                 QUAIL
                           (indicating first
                            cab in line)
                   That one's closer.

                                 BENNIE
                   But I out-hustle him, right?

                                 QUAIL
                           (smiling)
                   Right.

        TWO CABBIES exchange curses as Quail, wary, follows the
        Calypso Guy around a corner, climbs into the small solar
        car.


62      EXT. CITY DOME - AIR LOCK - SUNSET

        An AIR LOCK whooshes open underneath a Checker Cab sign.
        Bennie and Quail emerge in the solar-powered car -- set
        off into the desert.


63      EXT. DESERT - SUNSET

        The taxi traverses the same type desert that Quail crossed
        a few hours ago.  Only now is looks completely different.
        The late light tints everything in pastel shades, Quail is
        awed by the grandeur of the Lawrence-of-Arabia-like setting.


68      EXT. DESERT TRUCK STOP - NIGHT

        Quail and Bennie's taxi approaches a brightly-lit oasis in
        the middle of the desert.  There's a cafe, repair facilities
        and a huge parking lot -- all under a garish neon sign:
        "LAST CHANCE AIR STATION AND ASLOON - EAT HERE AND GET GAS".

        Quail and Bennie's taxi pulls in and parks.  In the lot is
        a collection of strange and colorful vehicles:  huge ore
        trucks that pull eight trailers, mountain prospecting jeeps,
        Grapes-of-Wrath jalopies.  Quail and Bennie disembark, wear-
        ing breathing masks, and enter the main building.


69      INT. LAST CHANCE AIR STATION - NIGHT

        The joint is a combination saloon/cathouse/casino.  There
        are slot machines, HOOKERS, MINERS and HOMESTEADERS; it is
        like a Nevada brothel -- packed with wild and woolly indi-
        vidualists, the equivalent of Old West trappers, prospectors
        and cowboys -- but with a space-age look.

        Quail and Bennie elbow their way to the bar.  Fragments of
        conversation are overheard.

                                 MINER #1
                   ...if that intergalactic little
                   Napoleon thinks I'm sellin' and
                   clearin' outta here, he can
                   think again!

                                 MINER #2
                           (with a laugh)
                   ...watcha gonna do when he cuts
                   off the air, Luke?

                                 MINER #3
                   ...you'll be breathin' red dust
                   and shittin' bricks.

        Bennie and Quail pass another group.

                                 MINER #4
                   ...my wife ain't goin' on
                   one of those space shuttles...
                   she hates flyin'...

                                 MINER #5
                   ...aw, come on... flyin's
                   safer'n crossin' the road...

                                 MINER #6
                   ...yeah, there ain't been a
                   real disaster since that
                   collision off Phobos, nigh on
                   twenty years ago...

                                 MINER #4
                           (alarmed)
                   ...well, that killed twelve
                   thousand...

                                 QUAIL
                   What is this, Bennie...
                   Tombstone?

                                 BENNIE
                   Sorta.  Bunch of miners out
                   here got their own claims, from
                   way back.  Cohaagen's buyin' em
                   all up, says he's gonna cut off
                   the air an' water if they won't
                   sell...

        Quail attracts the attention of the BARTENDER.

                                 QUAIL
                   I'm looking for Melina Noel.

                                 BARTENDER
                   You've found her.

        His nod indicates an area behind Quail.  He turns to see
        an attractive waitress placing drinks on tables.  She
        doesn't notice Quail.  He walks toward her through the
        crowd.  Bennie watches, then tactfully slips away.

        MELINA turns to return to the bar and runs straight into
        Quail.  She stops, obviously astonished to see him.

                                 MELINA
                   You bastard!

        Almost in tears, she pushes her way through the crowd to a
        billiard room, which is separated from the main bar by
        swinging doors.

        There are no occupants and it is almost in darkness.  Quail,
        bewildered, follows her.  Inside the billiard room he turns
        on the lights which illuminates the area of the table.

        (NOTE:  As Quail and Melina speak, the activity in the
                outside bar can be seen above the swinging doors.)

        Melina is still fighting back tears.  Quail stops in front
        of her, unsure about what to do.  He has no recollection
        of how well he might have known this woman.

        Suddenly, she slaps him hard across the face.

                                 MELINA
                           (quietly)
                   You bastard...

        He rubs his painful cheek. 

                                 MELINA
                           (continuing)
                   That's new -- the innocent
                   look.
                           (bitter sarcasm)
                   You didn't have that one
                   before.
                           (beat)
                   Well?

        Quail is speechless.

                                 QUAIL
                   Well, uh... I...

                                 MELINA
                   All right, I'll say it for
                   you.

        He looks relieved (but tries to cover).

                                 MELINA
                           (continuing)
                   Don't worry.  I got the note.
                   You discharged your obligation.

                                 QUAIL
                   What note?

                                 MELINA
                   Oh, the usual one.  "Must
                   return immediately to Earth...
                   the wife needs me..."

                                 QUAIL
                   I don't have a wife.  Well,
                   I do - but not a real wife.
                           (getting
                            desperate)
                   Hell... look... someone else
                   sent that note.  Someone who --

                                 MELINA
                   What are you here for?!

                                 QUAIL
                   For you!  I don't even know
                   why --

        Melina bursts into tears.  Quail rather tentatively puts
        his arms around her.  She welcomes this at first, but then
        pushes him away.

                                 QUAIL
                           (continuing)
                   Whoever I was, I must have
                   been a helluva guy.

                                 MELINA
                   "Whoever you were"???

                                 QUAIL
                   Listen.  I've for to tell  you
                   something.  I beg you to
                   believe me... help me --

        All Melina's suspicions come rushing back.

                                 QUAIL
                           (continuing)
                   Something happened to my mind.
                   Memory suppression, false
                   implant, I don't know
                   what --

        Melina backs off.  Quail grows more desperate.

                                 QUAIL
                           (continuing)
                   What I'm saying is... I don't
                   remember you.  I don't remember
                   us.  I don't remember me --

        Melina's expression grows dead hard.

                                 MELINA
                   [And I thought...]

                                 QUAIL
                   Who is us?

                                 MELINA
                           (ignoring the
                            question)
                   Memory erasure is what they
                   use on agents.  Go away.

                                 QUAIL
                   Wait... I was an agent -- I'm
                   not now -- just tell me who
                   I am!  How did we know each
                   other?  Why are they trying
                   to kill me?!

        He takes a step toward her, nearly frantic.

                                 MELINA
                   I'm not trusting you again.

                                 QUAIL
                   You loved me once, you must
                   have --

                                 MELINA
                   That you was a liar.  Who you
                   are now I don't even know.

                                 QUAIL
                   Please, Melina --

                                 MELINA
                           (tears starting)
                   Get out!

                                 QUAIL
                   I need your help --

                                 MELINA
                           (crying quietly)
                   Get out!  Get the hell away
                   from me!

        Quail gives up; goes through the doors and leaves.  Melina
        slumps her shoulder against the table and cries.


77      INT. LAST CHANCE AIR STATION GARAGE - NIGHT

        Quail enters from the cafe.  Bennie is kneeling beside his
        taxi, repairing a tire.  He look up, sees Quail approach.

        On his right hand, Bennie has a mechanical device
        capable of spinning 360 degrees.  He uses it to twirl
        a lug nut tight on his tire.  As Quail approaches,
        Bennie removes the TOOL ATTACHMENT from his HAND,
        tosses it into a kit beside the taxi.

                                 BENNIE
                   You don't look so good, boss.
                   All over the Universe, women
                   is an awful curse.

        He opens the door for Quail, beams.


80      INT. SOLAR-POWERED CAR - NIGHT - MOVING - DESERT BACKGROUND

        Quail still broods, Bennie tries to cheer him up.

                                 BENNIE
                   It's a tough planet, boss.

                                 QUAIL
                   Yeah, right.

                                 BENNIE
                   Some guy really screwed her -
                   screwed her up real good.
                   Some Earthman.  Just hopped
                   on a space shuttle.

        Bennie bright tone isn't improving Quail's mood.

                                 QUAIL
                   Listen, Bennie.  You're pretty
                   well informed?

                                 BENNIE
                   If that means I know it all,
                   you're right, boss.

                                 QUAIL
                   What do you know about the
                   Sphinx?

                                 BENNIE
                   I don't know nothin'.  Not
                   about the Sphinx.  That's out
                   of the ball park.

                                 QUAIL
                   I have to get there.  Can't
                   you help me?

                                 BENNIE
                   No can do, mon.  You want
                   women, cigarettes, red-market
                   money, booze, even air or
                   water... Bennie's your man.
                   But the Sphinx... that's
                   E.I.O. --


80A     INT. CITY UNDER THE DOME - NIGHT

        The solar car is moving through the crowd, when suddenly
        SIRENS approach on a cross street.  Bennie brakes and stops.
        He and Quail watch as POLICE MOTORCYCLES clear a path for a
        huge, GAS-POWERED LIMO.  MINERS on the sidewalks shout
        CURSES, OBSCENITIES --

                                 BENNIE
                   Well... look at that one, eh?

                                 QUAIL
                   What?

                                 BENNIE
                   Big cheese in town.  Big
                   smelly cheese.

                                 QUAIL
                   Cohaagen?  But isn't he often
                   here?

                                 BENNIE
                   No way.  That cat just cheat
                   the Martian workers without
                   ever leavin' his place in
                   Beverly Hills.  Somethin' must
                   be cookin'.

        Quail keeps his face in shadow and watches Cohaagen with
        curiosity as he passes.  Cohaagen is lit up briefly by a
        street lamp.  His face makes an impression on Quail, who
        perhaps faintly remembers him in the past.


82      INT. QUAIL'S HOTEL ROOM - NIGHT

        Quail enters, turns on the lights, locks the door.  He
        checks all the rooms.  Then he crosses to the dresser,
        studies himself in the mirror.  He looks haggard.

        Quail opens a drawer, takes out his "emergency case," sets
        it on top and opens it.  He removes a shoulder holster and
        pistol, sets them aside.  He takes out a tape recorder.

        He sets the recorder down gingerly, as if somewhere in
        there were contained the answers to all his questions.
        He's just about to activate it, when he hears a KNOCK at
        the door.

        Quail freezes.  Another KNOCK.

                                 VOICE (O.S.)
                           (through door)
                   Mr. Hauser...

                                 QUAIL
                   Who is it?

                                 VOICE (O.S.)
                   Mr. Hauser, I want to talk to
                   you... about Douglas Quail.

        Quail ditches the recorder and the "emergency case" into
        the drawer -- everything except the PISTOL.

        Quail approaches the door very cautiously (from the side --
        out of the line of fire).

                                 QUAIL
                           (tensely)
                   Who are you?

                                 VOICE (O.S.)
                   My name is George Edgemar.
                   I work for Rekall, Incorporated.

                                 QUAIL
                           (stunned;
                            incredulous)
                   Rekall??

                                 VOICE (O.S.)
                   Yes.  It's difficult to
                   explain... Could you open the
                   door, please?  I'm not armed.

        Quail opens it carefully, his gun at the ready, but out
        of view of the person at the door.

        A dignified-looking GENTLEMAN stands there, calm and
        pleasant, wearing an Earth-style business suit.

                                 EDGEMAR
                   Hello, Mr. Quail.  May I come
                   in?  I won't be offended if
                   you prefer to keep the gun
                   you're holding trained on me.

        He can't see the gun, but somehow knows.

                                 QUAIL
                   All right... come in.

        Quail does keep his gun trained on the man.  The man enters,
        holding in his outstretched hand -- a business card.

                                 EDGEMAR
                   My card, Mr. Quail.

        Quail frisks him, then takes the card, glances at it.

                                 QUAIL
                   Okay -- so you're Doctor
                   George Edgemar of 'Rekall,
                   Inc.'  So?

                                 EDGEMAR
                   As I said... this is going to
                   be very difficult -- for both
                   of us.

                                 QUAIL
                   I'm listening.

                                 EDGEMAR
                   Mr. Quail... I'm afraid you're
                   not really standing here at
                   this moment.

                                 QUAIL
                   Sat that again.

                                 EDGEMAR
                   I said, you're not really
                   here.  Neither am I.  We're
                   both in the Memory Studio --
                   in the offices of Rekall, Inc.
                   On Earth.

        Long pause.

                                 QUAIL
                   Are you trying to tell me that
                   this is all part of some...
                   artificially injected fantasy?
                   That I never really left Earth?

                                 EDGEMAR
                   No, not quite.  We didn't give
                   you this.  You're creating it
                   yourself --
                           (pauses, choosing
                            his words)
                   Remember the option we offered
                   you?  Intelligence agent?
                   Something inside you liked
                   that idea, fastened on it.
                   What you're experiencing now
                   is a free-form delusion that
                   you yourself are fabricating.

                                 QUAIL
                   What is this shit you're
                   giving me?

                                 EDGEMAR
                   This is not -- shit, Mr. Quail.
                   It's the truth.
                           (beat)
                   I know it's very hard for you
                   to accept, but you're having
                   a schizophrenic reaction...
                   we can't snap you out of the
                   Narkadine.  You're in a world
                   of your own fantasy.

                                 QUAIL
                   Then how the hell can you be
                   in my dream -- if you know it's
                   just a dream?

                                 EDGEMAR
                   I've been artificially
                   implanted -- like the first
                   part of your fantasy.  I'm
                   actually monitoring your dream
                   at a psychoprobe console.
                   This is a last resort.  When
                   somebody gets stuck in their
                   own fantasy, we send in
                   someone after them.  A
                   specialist, like myself.

                                 QUAIL
                   I don't believe a word you're
                   saying.

                                 EDGEMAR
                   I was afraid you'd think that.
                   I'm sorry to have to do this,
                   but you really are stuck.
                           (calls out)
                   Doctor Noel, would you come in
                   now please?

        The door starts to open.  Quail pivots and points his
        gun at the opening door.

        MELINA walks in, carrying a CLIPBOARD.  She looks at Quail
        with professional detachment.

                                 MELINA
                   Yes, Mr. Quail, I'm afraid
                   it's all true.

        Quail is staggered.

                                 MELINA
                           (continuing)
                   I tried to break through to
                   you earlier, but you just
                   molded me into your fantasy.
                   Sometimes it takes Dr. Edgemar
                   to get through to a client as
                   tough as you.

                                 QUAIL
                           (wavering)
                   So what's supposed to happen
                   now?

                                 EDGEMAR
                   Just do exactly as we tell
                   you.

                                 QUAIL
                           (stares at him
                            coldly)
                   Somehow that doesn't appeal
                   to me.

                                 MELINA
                   Please, Mr. Quail... try to
                   cooperate.  You're having a
                   schizophrenic embolism.

                                 EDGEMAR
                   If we can't get you out now...
                   you may never come out of it.
                   Your wife calls every day --


        CLOSE - QUAIL

        Even more suspicious.


        TWO SHOT - QUAIL AND EDGEMAR

                                 QUAIL
                   If this is a fantasy, there'll
                   be no real consequences when
                   I pull this trigger.

                                 EDGEMAR
                   But there will by consequences
                   inside your mind.  Consequences
                   that won't hurt me... but could
                   be fatal to you.
                           (beat)
                   If you shoot me, you'll wipe
                   me out of your fantasy -- I
                   can't come back again.  Because
                   to you, I'll be dead.  I can't
                   help you get back to reality.
                   You'll be stuck in permanent
                   psychosis.


        CLOSE - QUAIL

        Trembling, holding the gun point blank in Edgemar's face.


        CLOSE - EDGEMAR

        Showing no fear of tension whatever.

                                 EDGEMAR
                   You're going to lower the gun,
                   Mr. Quail.  You're going to
                   hand it to me --


        CLOSE - QUAIL

        Straining desperately to find the true "reality."


        EXTREME CLOSEUP - TRIGGER OF GUN

        Quail's finger on it.


        TWO SHOT - QUAIL AND EDGEMAR

                                 EDGEMAR
                   You're going to do exactly
                   what I tell you --

        Quail PULLS THE TRIGGER!


        REVERSE ANGLE - BACK OF EDGEMAR'S HEAD

        We SEE the results of the gunshot from this angle only,
        and so BRIEFLY as to produce an almost SUBLIMINAL effect:
        the back of Edgemar's head blows off --

        He collapses to the floor.

        Melina LEAPS at Edgemar's falling form and CLAMPS HER HANDS
        over Edgemar's RIGHT HAND!

                                 MELINA
                   Watch out, Charles!  There's
                   more of them in the hall!

        Quail spins toward the door just as it BURSTS OPEN.  A man
        enters, firing, but Quail has fallen to the floor and
        returns the fire.  He staggers back out into the corridor
        and slams against the wall, dead.

                                 VOICE (O.S.)
                           (from hall)
                   You've had it, Hauser!  Throw
                   out your weapon if you want
                   a past!

        Melina is still crouched by Edgemar's body, holding his
        HAND for some reason.  Her CLIPBOARD dangles by her side.

                                 MELINA
                           (whispering)
                   There's an explosive in the
                   clipboard!  He has a dead-man
                   switch in his hand!

        Squeezing Edgemar's hand shut with one of hers, she holds
        up her other wrist -- to show that the CLIPBOARD IS BOUND
        TO HER WRIST BY A CHAIN!

                                 VOICE (O.S.)
                   What do you say, Hauser?  We
                   haven't got all night!  Hauser?

        Quail (Hauser) SHOOTS OFF the chain.

                                 QUAIL
                   What happens it I come out?

        Quail takes the CLIPBOARD from Melina and eases himself to
        the side of the doorway.

                                 VOICE (O.S.)
                   We'll put in a word with the
                   big boys.  Maybe you'll just
                   get exile to Venus.

                                 QUAIL
                   All right.  Here comes the
                   weapon.

        Quail reaches around the corner and SAILS THE CLIPBOARD into
        the hallway.  Melina lets go of Edgemar's hand --

        There is a TREMENDOUS EXPLOSION in the hallway,


83      INT. HALLWAY - NIGHT

        Quail comes out in crouch, ready to shoot.  On the floor
        lies a DEAD MAN and the body of the Shoeshine Boy, sprawled
        grotesquely.  The hallway is filled with smoke.  The floor
        covered with debris.  Plaster falling from the ceiling.

        All over the hotel, ALARMS begin BLARING.


84      INT. QUAIL'S ROOM - NIGHT

        Quail strides back in, icy-furious.  He seizes Melina by
        the wrist and drags her after him into the corridor.


84A     INT. CORRIDOR - NIGHT

        Two more E.I.O. men appear but Quail shoots them while
        dragging Melina down the hall in the opposite direction.
        He pushes open the door leading to the staircase.


84B     INT. STAIRCASE - NIGHT

        Quail and Melina run down the stairs.  On the next landing
        is a service elevator, from which a waiter is emerging
        carefully carrying a tray with hors d'oeuvres and champagne.

                                 QUAIL
                   Back in, quick!

                                 WAITER
                   Wouldn't you prefer your order
                   in your room, sir?

                                 QUAIL
                   In!

        Quail bundles the waiter unceremoniously back inside the
        elevator.


84C     INT. LIFT - NIGHT

        Quail presses the basement button.  As he talks to Melina
        he opens the champagne and pours two glasses.  The waiter
        is too frightened to protest.

                                 QUAIL
                   Okay.  Answers!  Now!

                                 MELINA
                   They kidnapped me.  Said
                   they'd kill you if I didn't
                   cooperate.  I told them I
                   didn't care, but then when
                   I realized they meant it...

                                 QUAIL
                   I don't know why they're
                   after me, but what's your
                   connection with all this?

                                 MELINA
                   We were together before.

                                 QUAIL
                   Believe me, I'm really sorry
                   I can't recall the details
                   of that encounter.

        The elevator has reached the basement.  They rush out.


85      EXT. ALLEY BEHIND HILTON - NIGHT

        Quail and Melina run from a basement door into an alley.

        A solar car whips out in front of them.  Quail and Melina
        leap aboard.

                                 MELINA
                   Go, Bennie, for God's sake!


86      INT. BENNIE'S SOLAR CAR - NIGHT

        Bennie weaves as fast as he can in and out of the traffic,
        Quail and Melina ducking out of view in the passenger seat.

                                 BENNIE
                           (glances in
                            mirror)
                   Bad news, boss lady.

                                 MELINA
                   What?

                                 BENNIE
                   Black cruiser just pull out
                   behind us.


86A     EXT. CITY STREET - NIGHT

        A large gas-powered official-looking car is pushing its way
        through the crowds and traffic behind them.


86B     INT. BENNIE'S CAR - NIGHT

        Quail is aiming his gun at the following car.

                                 BENNIE
                   Forget the shooter, boss.  I
                   lose 'em for you.

                                 QUAIL
                   Lose them?  In this?

                                 BENNIE
                   Hang on!

        Bennie reaches down, grasps a KNOB.  He yanks it, like
        someone starting an outboard motor -- and an ear-splitting
        LOUD ENGINE roars to life.

        Bennie opens the throttle and the solar car HURTLES DOWN
        THE STREET.  Quail and Melina are thrown back in the seat.


87      EXT. STREETS - NIGHT

        GUNFIRE blazes all around the car.  Quail FIRES back at
        the pursuing car.

                                 QUAIL
                           (shouts over
                            GUNFIRE)
                   You're gonna get a ticket
                   for that engine, Bennie --

                                 BENNIE
                   Yutani 650 -- you like it,
                   boss?  Nothing like the old
                   gas when you want a bit of
                   speed.

        BULLETS from the cruiser rip through the car.

                                 MELINA
                   You better have two aces,
                   Bennie.
                           (glances behind)
                   There's a second cruiser --
                   and it's gaining --


87A     EXT. CITY STREETS - NIGHT

        Bennie's car hurtles through the crowds with the official
        car gaining on it.  Bennie takes a corner sharply near a
        huge water selling stand.  The official car brakes to make
        the same turn, but clips the side of the water stand.  The
        water container tips and empties water through the open
        roof (i.e. through which one of the Agents has been firing)
        so that the car completely fills.  The driver continues the
        chase, but the occupants are now submerged.  They frantic-
        ally open the windows while continuing to follow Bennie's
        car.


88      EXT. ALLEY - NIGHT

        The solar car rushes down what appears to be a dead-end
        street, with the official vehicle (water pouring out of
        the windows) in pursuit.

        At the end of the street, however, Bennie doesn't stop but
        continues going into a large opening.  It is an abandoned
        mine.  The bigger car follows him, but won't fit.  The
        roof is smashed to pieces as the vehicle is wedged into
        the narrow opening.

        The second official car pulls up behind.  A chauffeur jumps
        out and opens the rear door.  Cohaagen steps out.  He sur-
        veys the scene.  The four men in the wrecked car clamber
        their way backwards out of the wreckage.  They are covered
        in blood and their clothes are in shreds.

                                 COHAAGEN
                   I take it, then, you've failed
                   to get him again.

        Cohaagen turns to an associate, EMILE, a youngish,
        well-dressed executive type.

                                 COHAAGEN
                           (continuing)
                   Proceed with Operation Sphinx.

                                 EMILE
                   But, sir...

                                 COHAAGEN
                   With him...
                           (gestures toward
                            the mine)
                   ...on the lose, I'm not
                   taking any more chances.
                   Operation Sphinx will flush
                   him out.



93      INT. OLD MINE - NIGHT

        The solar car proceeds along the tunnel.  It enters an area
        full of smoke.  Dozens of men are sitting around smoking
        cigarettes, pipes and cigars.  Quail looks at them in
        amazement.

                                 QUAIL
                   What's all this?

                                 BENNIE
                   Nothin', boss.  Just old
                   smokies.  Only place they
                   can come for a puff.  It's
                   all banned topside.

        They have now climbed out of the car.  Quail looks
        searchingly at Melina and Bennie.

                                 QUAIL
                   So you two are into something
                   a bit more serious than the
                   taxi and truck-stop business.

                                 BENNIE
                   That's right, boss.

        He unzips his jacket to reveal a T-shirt with "MARTIAN
        LIBERATION FRONT" (and an appropriate symbol) emblazoned
        on it.

                                 QUAIL
                   My God!... T-shirts.  They
                   died out on Earth years ago.

                                 BENNIE
                           (hurt)
                   Well, maybe we ain't fashion
                   leaders, boss.

                                 MELINA
                   No.  But we still believe in
                   a free Mars.

        They walk as they talk - into a room off the main tunnel.
        It is adorned with "FREE MARS" and "MARTIAN LIBERATION
        FRONT" posters.  A group of people are printing T-shirts
        and leaflets.  They exchange greetings with Melina and
        Bennie.

                                 QUAIL
                   So where did I fit into all
                   this?

                                 MELINA
                   You - when you were Charles
                   Hauser with E.I.O -
                   infiltrated our group.  I
                   guess Cohaagen didn't trust
                   you any more when you and
                   I...

        Her gesture suggests their liaison.

                                 QUAIL
                   Yeah.  And I can't even
                   remember it.  We'll have to
                   arrange a return bout.

                                 MELINA
                   ...so he had your memory
                   wiped and fixed you up with
                   a new identity.

                                 QUAIL
                   But - the Sphinx.  Why is
                   that stuck in my mind?  Why's
                   it so important?

                                 MELINA
                   I don't know.

                                 BENNIE
                   Just an ole heap o' stone,
                   boss.

                                 QUAIL
                   It's more than that, Bennie,
                   I know it's more.  Somehow
                   it's connected.

        He slumps into a chair with frustration.

                                 MELINA
                           (reflecting)
                   Maybe there's a way  you can
                   get your memory back.

                                 QUAIL
                   How?  What?  Where?  When?

                                 MELINA
                   A bit of Martian Wisdom.
                   We're not all stupid
                   colonists.


99      EXT. CITY - NIGHT

        Bennie, Quail and Melina are walking in a crowded area
        of town.  Water sellers and food stalls are everywhere.
        An ARMORED LOUDSPEAKER VEHICLE appears, broadcasting to
        the crowd.  It is also swinging a powerful searchlight
        along the footpaths and streets.

                                 VOICE FROM LOUDSPEAKER
                   ...all residents are to
                   report to their nearest
                   space-travel agent within
                   twelve hours, all residents
                   will be departing on shuttles
                   within twenty-four hours.  Air
                   and water supplies will be cut
                   off at that time.  I repeat...

                                 MELINA
                   He's doing it!

                                 QUAIL
                   What?  Why?

                                 MELINA
                   Clearing everyone out!  It's
                   been rumored for months...

        The searchlight approaches Bennie, Quail and Melina.  Bennie
        ducks into a doorway, while Quail grabs Melina and kisses
        her passionately.  The light sees only the back of his head.
        She responds warmly to his kiss.

                                 QUAIL
                   Wow.  I can see why I was
                   willing to betray E.I.O.

                                 MELINA
                   I though you believed in
                   our cause?

                                 QUAIL
                   Yes.  Of course.  That, too.

        They move into the crowd.  The message on the
        loudspeaker is repeated.


101     INT. KUATO'S SANCTUARY - NIGHT

        The interior of the room is an amazing contrast to its
        ghetto exterior.  The decor is a baroque combination of
        Middle Eastern opulence and 21st century flash.  It looks
        like something out of "The Arabian Nights".

        A man enters from another room.  Although the man's features
        are East Indian, he is very much a Peter Lorre type;  he
        wears a small fez cap and a white linen robe with a cowl
        draped around the back of his neck.

                                 STRANGE MAN
                           (nodding to
                            Quail)
                   Your servant, Fahreem Kuato.
                   I greet you by the
                   twenty-seven names that still
                   remain, praying that you cast
                   jewels into the darkness and
                   given them to glow with the
                   colors of life.

        As Kuato speaks, Quail, unimpressed, talks, sotto voce,
        to Melina.

                                 QUAIL
                   What use is this weirdo?

                                 MELINA
                   Ssssh...there are skills on
                   mars that Earth has forgotten.

                                 KUATO
                   No need to introduce yourself,
                   Mr. Quail.
                           (smiles at Quail's
                            surprise)
                   Tolerate my presumption, but
                   it does not tax my powers to
                   know that you are the most
                   sought-after man on two
                   worlds.

        From the street the sound of loudspeakers giving information
        about Quail and Co. can be heard.  Searchlight beams
        occasionally sweep past the windows.

                                 KUATO
                           (continuing)
                   This way, my dear man.  We
                   have much to accomplish --
                           (ominously)
                   -- and very little time.


102     INT. KUATO'S INNER SANCTUM - NIGHT

        A Bysantine salon filled with enormous Oriental pillows.

        (NOTE:  In the scenes inside Kuato's sanctum, the loudspeaker
                vans in the outside streets can be heard from time to
                to time.  They are repeating the evacuation message
                from scene 99, but alternating it with a call for the
                apprehension of Quail and Melina...

                                 VOICE FROM LOUDSPEAKER
                   ...for information leading to
                   these arrests, first-class
                   travel to Earth will be
                   provided plus a weekend at
                   the Leningrad Disneyworld,
                   all expenses paid.  I repeat,
                   an Oriental girl and Earthman,
                   possibly to be found in the
                   company of a black taxi driver.
                   These are dangerous subversives
                   and sworn enemies of the
                   glorious Peoples Republic of
                   Mars...)

                                 KUATO
                   The turbulence you hear
                   outside is but a reflection
                   of the turmoil within you.
                   You have brought it to Mars
                   in your search for yourself.

        Kuato takes a seat on the pillows, invites the others to
        join him.  Quail hesitates.

                                 QUAIL
                   And you're going to help me
                   by reading my mind?

                                 KUATO
                   Indubitably.  There is only
                   small matter of a fee.

        THREE RESPONSES COME TOGETHER.

                                 QUAIL
                   A fee!

                                 KAUTO
                   Naturally.

                                 MELINA
                   This is for our cause!

                                 KUATO
                           (soothingly)
                   Income before ideals.  Shall
                   we say five-hundred-thousand
                   dollars?

                                 QUAIL
                           (appalled)
                   Five-hundred-thousand Martian
                   dollars, that's...
                           (think,
                            calculating the
                            exchange rate)

                                 KUATO
                   Not Martian dollars, Mr.
                   Quail - Earth dollars.

                                 MELINA
                   That's interplanetary robbery!

                                 QUAIL
                   With today's exchange rate...
                   that's over two million
                   Martian dollars!

                                 KUATO
                           (suave)
                   What price do you put, Mr.
                   Quail, on the future of the
                   solar system?

                                 BENNIE
                   Aw, come off it, man.  Just
                   for a bit of mumbo-jumbo
                   with a crystal ball.

                                 KUATO
                           (his manner
                            slipping)
                   Listen, buster, we're talking
                   heavy stuff here.  You try
                   and work out what's with this
                   guy!

        He jerks his thumb toward Quail.

                                 QUAIL
                   Okay!  Okay!  I'll pay it,
                   but the Interstellar Trade
                   Practices Commission might
                   be interested in this.

        Everyone calms down.

        Kuato smiles.  He extinguishes all the lights save one
        small blue one, which illuminates the room eerily, like
        a seance.

                                 KUATO
                   Retrieving the past is like
                   walking backwards along a
                   perilous road.  The
                   half-recalled, the
                   half-forgotten, the repressed,
                   the fantasies, the triumphs,
                   joys, failures, betrayals...

        He closes his eyes and concentrates.

                                 KUATO
                           (continuing)
                   Yes... I can feel it... a
                   wall.  Erasure techniques are
                   so brutal.
                           (frowns; scans
                            harder)
                   Blocks.  Side channels.
                   Future and past all jumbled.
                   I shall have to enter deep
                   trance to break through.
                           (rising)
                   I will be scanning you through
                   the Oracle Head.

        Kauto turns around and sits down with back toward Quail.
        He reaches up and lowers his cowl, REVEALING:

        A TINY LITTLE HEAD GROWING OUT OF THE BACK OF HIS NECK!

        The head's eyes are closed in sleep.  It is utterly hairless
        and looks like one of those dolls made from dried apples; a
        shriveled, ancient-looking yellow little ball.

        The LITTLE FACE TWITCHED, YAWNS and OPENS ITS EYES, BLINKS.
        It looks at Melina, then at Quail.

        It opens its toothless little mouth and SPEAKS.

                                 ORACLE HEAD
                   Do not fear me.  I need your
                   openness...

        ZOOM IN ON QUAIL'S EYES.

                                 ORACLE HEAD
                           (continuing)
                   Open you thoughts to my
                   presence...

        CONTINUE ZOOM UNTIL ENTIRE FRAME is filled by QUAIL'S EYE.

                                 ORACLE HEAD
                           (continuing)
                   Open...

                                                      DISSOLVE TO:


        BLACKNESS BROKEN BY PULSES OF WHITE LIGHT

        The alternations between dark (ACTION) and white (LIGHT)
        are RHYTHMICAL so as to create a hypnotic, dream-like
        feeling.


103     WHITE LIGHT

        Fades to reveal a dramatic CLOSE UP of the SPHINX.  We see
        its face, shoulders and behind it the red Martian sky --


103A    PULL BACK

        to reveal the Sphinx is a PROJECTION on a screen in a
        windowless briefing room.  Quail is seated across from
        Cohaagen and other SENIOR E.I.O. OFFICERS.  On the walls
        are numerous satellite photos, recon maps and excavation
        drawings -- all relating to the Sphinx.


107     EXT. MARTIAN SPHINX - SUNSET

        Scaffolding and excavation works cover a wall of the Sphinx;
        the Sphinx's huge CARVED FACE visible in the background.

        Quail and several other E.I.O. agents stand poised, wearing
        breathing masks and protective gear, as a powerful
        excavation device prizes back a huge stone, revealing
        an ENTRANCE TO SOME KIND OF HIDDEN CHAMBER.

        The other agents are fearful, don't want to proceed.  Quail
        ignores them, enters the chamber --


107A    CLOSE - QUAIL'S FACE

        As he enters.  We read awe, shock and fascination on his
        features.  He approaches something we can't see.  His
        hand reaches out.

        Suddenly, a bolt of incredible powerful energy flashes out,
        striking Quail like a bolt of lightning.

        WHITE LIGHT.


105     INT. LAST CHANCE SALOON - NIGHT

        Quail and Melina are dancing.  The faceted mirror ball on
        the ceiling become the --

        WHITE LIGHT.


106     INT. BEDROOM - DAY

        Melina watches from the bed as Quail dresses.  She rises,
        with only the sheet around her, tries desperately to make
        Quail stay.  Plainly he wants to, but he can't.  They kiss
        lingeringly;  then Quail, as if "called to duty," exits.

        WHITE LIGHT.


108     INT. DETENTION CELL - WINDOWLESS

        Quail alone, hands bound, in a holding chamber.  Suddenly,
        the door opens and THREE BEEFY E.I.O. AGENTS enter.  They
        grab Quail to haul him out.  Quail battles them with
        amazing skill and resourcefulness.  With his bound hands
        he SLUGS ONE MAN, hurling him into a wall;  he RABBIT-
        PUNCHES a second man with a two-handed blow and KNOCKS
        HIM UNCONSCIOUS.  The third man sneaks around behind
        Quail and DROPS HIM WITH A BLACKJACK to the back of the
        head.

        WHITE LIGHT.


109     INT. HOSPITAL ROOM - WINDOWLESS

        Quail on his back, all four limbs pinned by some futuristic
        version of "the rack," his head held imobile by a FEARSOME
        DEVICE similar to the one we glimpsed on Earth, in the van
        the two agents tried to shove him into.

        Several DOCTORS stand over him.  INTO FRAME moves...
        Cohaagen!

        Cohaagen orders the doctors to attach electrodes to PROBES
        already inserted into Quail's brain.  As they turn up the
        power, Quail's face contorts in a grimace of agony --

                                 ORACLE HEAD'S VOICE
                   You have seen your past.
                   Now read the future...

        WHITE LIGHT.


110     INT. SURREAL TUNNEL - DAY OR NIGHT

        The same scene we saw during the film's OPENING SEQUENCE.

        A man wearing a LIGHT-WEIGHT THERMAL SUIT races through a
        LABYRINTH OF TUNNELS.  The GROUND TREMBLES beneath him, as
        if in an earthquake.  EXPLOSIONS rumble deep in the ground
        below him.  Suddenly we realize -- the man is Quail


        INSERT - CLOSE - QUAIL

        He throws a backward glance over his shoulder, fearfully,
        as he runs.  Suddenly a BRILLIANT WHITE LIGHT floods in
        from ahead of him;  he puts up his hands to protect his
        eyes -- and sees his hands are SPLATTERED WITH BLOOD!

        Quail runs even faster -- ahead the BRILLIANT LIGHT seems
        to promise safety.  He battles toward it.  SOUNDS OF
        EXPLOSIONS increase, building urgency.  Up ahead, emerging
        from the light, HANDS REACH OUT TO HELP QUAIL.  He seems
        almost to safety.  But just as he REACHES THE HANDS --

        TWO GUNSHOTS RING OUT!

                                                      SHOCK CUT TO:


111     INT. KUATO'S INNER SANCTUM - NIGHT

        Quail awakens with a jolt.  White as a sheet... sweating
        like he's just run ten miles.  Then:  a transformation
        seems to come over him.  He LOOKS -- and SEES:

        KUATO slumped across the cushions -- MELINA beside Kuato --
        BENNIE standing holding a smoking GUN trained on Kuato.

                                 MELINA
                           (rushes to Quail)
                   Charles!  Are you all right?

        Quail stares at her, as if an entire bank of lost memories
        were suddenly clicking back into place --

                                 MELINA
                           (continuing)
                   He kept dragging you deeper
                   and deeper into the trance!
                   We couldn't wake either of
                   you!

                                 BENNIE
                   You stopped breathing!

        Quail gives Bennie that same eerie look, then turns to
        Kuato, who is sprawled motionless across the pillows, a
        curl of smoke rising from two entry wounds in his spine.

                                 QUAIL
                   Why did you kill him?  It
                   was the next bit I really...

                                 BENNIE
                   No choice, boss.  It was him
                   or you.

        Quail lunges across the pillows to Kuato's unbreathing
        form.  Quail shakes the ancient mystic, trying to find a
        last flicker of life.

        Kuato's body is dead white.  Quail releases his grip;
        he about to give up when --

        A MUFFLED CHOCKED SOUND comes from behind Kuato's neck.
        It's the Oracle Head!  Quail instantly rolls Kuato's body
        over.  The Head is still alive!

        Quail bends closer, kneeling.

                                 ORACLE HEAD
                           (whispers)
                   -- the vengence you seek...
                   and the salvation of Mars...
                   are waiting for you in the
                   crown of the Sphinx.
                           (sags, gasping)

        The Oracle Head lets out a LONG SIGH and goes limp, a
        small trickle of blood oozing from the corner of its
        mouth.

                                 BENNIE
                   Phobos and Demos!  What was
                   that all about?

        Quail ignores him, still kneeling -- deep in thought --
        over the Oracle Head.

                                 MELINA
                   Are you okay?... Charles?
                   Doug?  Whoever?

        Quail reaches out and closes the Oracle Head's tiny
        eyelids.  Melina and Bennie exchange a glance.  Then:


        QUAIL

        Stands.  For a moment his back is to Melina and Bennie.
        Then he turns.

        He has become a different man.  His eyes gleam.  He is
        forceful, purposeful, contained.  Once again the ace E.I.O.
        agent.  Melina senses immediately that this is the man she
        knew before

                                 QUAIL
                           (even his voice
                            has changed)
                   I'm fine... only I'm not
                   Doug -- I'm Charles Hauser...
                   and I know everything Hauser
                   knew.

        He turns to Bennie

                                 QUAIL
                           (continuing)
                   Bennie, where's your depot?

                                 BENNIE
                           (working it out)
                   Well... you go outta here...
                   take a left, then down past
                   the first... no second...
                   water bureau you...

                                 QUAIL
                           (briskly)
                   Can you get us there?

                                 BENNIE
                   No problem.

                                 MELINA
                   But why?

                                 QUAIL
                   We're going to the Sphinx.

        He strides off.  The others follow, still full of questions.

                                 BENNIE
                   Impossible, man.  Guards
                   everywhere.

                                 MELINA
                   The Oracle... what did you
                   learn?

                                 QUAIL
                   Only everything.  I've got
                   total recall.

        They are now heading down the stairs toward the street.


114     EXT. STREET - EARLY MORNING

        Quail, Melina and Bennie make their way through the crowds
        to Bennie's depot.  The streets are even busier then before -
        people are now beginning to evacuate the city.  Everyone is
        carrying their possessions - bundles, suitcases, pets, etc.,
        etc.  The loudspeaker vans are still touring and broad-
        casting the same message.

        Bennie indicates a building on their left.


115     INT. CAR POOL - EARLY MORNING

        Bennie and Melina follow Quail as he walks up and down the
        rows of vehicles in the vast building.  There are bull-
        dozers and ore haulers as well as solar taxis.

                                 BENNIE
                   We'll never get near the
                   Sphinx!  They'll blow us
                   apart!

        Quail ignores him as he continues to mumble to himself.
        He rapidly but carefully inspects each vehicle as they
        pass.  Camera tracks rapidly with them.

                                 MELINA
                   What are we doing, Charles?
                   For God's sake, tell us.

                                 QUAIL
                   The Sphinx... it's not some
                   useless artifact, it's a
                   machine built by some alien
                   race eighteen millions years
                   ago.  The same race that
                   built the on one Earth...
                   for the same purpose.

        He stops in front of a large, odd-shaped vehicle with a
        large scoop or propeller on the front.

                                 QUAIL
                           (continuing)
                   This is what we need.

        He begins to climb in;  the others follow.

                                 BENNIE
                           (referring to the
                            Sphinx)
                   It's a hunk of old stone,
                   man.

                                 MELINA
                           (ditto)
                   Purpose?  What purpose?

        Bennie starts the engine.

                                 QUAIL
                   Come on, Bennie, move it.
                           (then, to Melina)
                   Have you heard the word,
                   "terriform"?

        Melina shakes her head.  The vehicle moves off.


115A    EXT. AIR LOCK - MORNING

        GUARDS are carefully checking every vehicle leaving the
        city, though this has to be done fairly rapidly because
        of the inhabitants leaving for the Space Ports.

        The vehicle with Bennie, Quail and Melina arrives.


115B    INT. VEHICLE - AIR LOCK - MORNING

        Bennie is nervous.  Melina and Quail are in the back, but
        cannot be seen.  Guards are checking all vehicles exiting,
        looking for Quail and Melina.

                                 BENNIE
                           (calling to
                            Guards)
                   Just deliverin' some old junk
                   to the mine out at Apidalia
                   Planitia.  Got them people
                   you're lookin' for in the
                   back as well.

        The Guards laugh and signal him on.

        Once through the second door of the air lock (i.e. to the
        area outside the city), Quail and Melina emerge and sit
        up on the rear seats.

                                 QUAIL
                   The machine in the Sphinx is
                   tapped straight down to the
                   molten core of this planet.
                   There are tunnels and ducts
                   everywhere, all powered by
                   fusion generators...

                                 BENNIE
                   You sure the little man
                   didn't fry your brain, Quail?

                                 MELINA
                           (overlapping)
                   For what?  To do what?

                                 QUAIL
                   To combine elements in the
                   Martian core and release
                   them as oxygen, hydrogen
                   and nitrogen.

                                 BENNIE
                   That's air!


116B    EXT. DESERT - MORNING

        In a wide shot, the vehicle is traversing the desert.  The
        domed city is some distance in the background.  Voices are
        heard in false perspective.  Emphasis is on the dry and
        hostile natural landscape of Mars.

                                 QUAIL
                   That's right.  Air and water.
                   Terriforming will create a
                   permanent livable environment
                   for Mars.  No more pressurized
                   cities, no more containers in
                   the desert.  There'll be
                   rivers, vegetation - life -
                   the same as Earth.

                                 MELINA
                           (baffled)
                   So why is Cohaagen shipping
                   everyone out?

                                 QUAIL
                   Don't you see?!  From being
                   a pile of red dirt with
                   minerals, Mars is going to
                   change into  a chunk of
                   priceless real estate.

                                 MELINA
                   And Cohaagen's going to own
                   it all!

                                 QUAIL
                   Right!  He can start selling
                   it off to well-heeled investors
                   from Earth.  Beach condos, ski
                   resorts, you name it.

                                 MELINA
                   No wonder he wanted you to...
                   penetrate... out group.

                                 QUAIL
                           (nods)
                   Once word of this gets out,
                   the whole planet will support
                   you.


117     EXT. DESERT - DAY

        The vehicle is now approaching the Sphinx.  Both it and
        the pyramids can be seen some distance away.

        Voice are heard in CU perspective.

                                 MELINA
                   So what can we do?

                                 QUAIL
                   Ruin his little scheme by
                   terriforming ahead of
                   schedule - while the
                   inhabitants are still here.

        Melina is amazed.

                                 MELINA
                   But who'll work the machine?
                   Do you know how?

                                 QUAIL
                   I'm the only one who does.
                   Why do you think Cohaagen's
                   left me alone all this time?


118     EXT. DESERT - DAY

        The vehicle is even closer to the Sphinx.

                                 QUAIL
                   I was the first one inside
                   when they cracked the riddle
                   of the Sphinx.  It must've
                   been programmed.  Some kind
                   of...force...shot into me.

                                 MELINA
                   But Cohaagen wiped your
                   memory!!!

                                 QUAIL
                           (smoothly)
                   Just a way of putting me on
                   ice.  He'd of reversed it
                   once the planet was evacuated.

                                 BENNIE
                   Man!  This is real complicated.
                   Go over it again, real slow.


119     INT. VEHICLE - DAY

                                 QUAIL
                           (ignoring Bennie's
                            aside)
                   What he hadn't counted on was
                   your effect on me.

                                 MELINA
                           (smiling)
                   And all without the marvels
                   of modern science!

        Quail looks out the back window, his attention attracted
        by two patrol vehicles.  They are some distance away, but
        approaching steadily.


119A    EXT. DESERT - DAY

        A wide shot shows a total of four patrol vehicles approach-
        ing the vehicle with Quail, Melina and Bennie.  Suddenly,
        it stops moving.


120     INT. VEHICLE - DAY

        The vehicle had just stopped.

                                 QUAIL
                   Bennie, don't stop now, take
                   it...

        He turns to see Bennie is covering him and Melina with a
        pistol.

                                 MELINA
                   You bastard.

                                 BENNIE
                   Like I said.  It's a tough
                   planet.  I'm a baddie, not
                   a goodie.

                                 QUAIL
                   I should have known, you
                   were just too helpful.

                                 BENNIE
                   EIO Rule One, man.  Trust
                   Nobody.  Now you can do
                   your terriforming stuff
                   right when those space
                   shuttles are gone.

                                 MELINA
                   But what about the Martian
                   people?  Out cause?  I thought
                   you believed in it.

                                 BENNIE
                   Your cause?  That bunch of
                   dead beat radicals!  When I
                   hand in this little number...
                           (flicks his gun
                            in Quail's face)
                   ...I'll get real estate rights
                   on the whole of Chryse
                   Planitia...

        At that instant, Melina lunges, PUNCHES A RED EMERGENCY
        BUTTON.  The VENT beside Bennie's hand BLOWS OPEN, [causing]
        a powerful suction caused by Mars's vacuum atmosphere.
        Bennie's gun hand is PLANTED AGAINST THE VENT [OPENING.]

        Simultaneously, the air in the vehicle starts rushing out!
        All three parties begin choking.  As Bennie's mechanical
        hand claws for the lever that seals the vent, Quail has
        a moment to jump him.  He pounds Bennie's gun hand, the
        PISTOL IS SUCKED, CLATTERING, OUT THE VENT!

        Quail delivers a roundhouse punch to Bennie, knocking him
        clear across the bus.

        Melina seals the vent, REPRESSURIZES THE CABIN.

        Bennie gets up off the floor, shaking off Quail's punch--


121     EXT. DESERT - DAY

        The E.I.O. vehicle are a half mile off -- and closing in.


122     INT. SAND MOLE - DAY

        Quail glances at the vehicles, turns to Bennie -- ready
        to jump him.  But stops short at what he sees Bennie doing.

        Bennie is clipping on his MECHANICAL ARM.  It sprouts
        several rows of vicious-looking STEEL BLADES --

                                 BENNIE
                   This makes Bennie a cut above
                   anyone else.

        Bennie presses another button and the BLADES START SPINNING.
        Bennie's mechanical arm is in effect now a BUZZ SAW!

        The fight begins.  Bennie attacks Quail with his buzz-saw
        arm;  Quail dodges.  Bennie's arm shreds various articles
        in the cabin -- and keeps Melina at bay with well-timed
        swipes.  Finally Bennie gets in a roundhouse punch to
        Quail's jaw with his real hand.  Quail sprawls, dazed.

        Now Bennie goes for the kill.  But Melina leaps onto him.
        Bennie grabs her by the hair and moves his SPINNING HAND
        in for the quick kill.  Melina clutches the terrifying
        appendage with both hands, desperately keeping it at bay.
        But her strength is no match for Bennie; the whirring
        blades are just about to bite into Melina's neck when --

        Quail comes back, lands a ferocious rabbit punch to
        Bennie's spine.  Quail lunges at him, grabs the blade
        weapon;  he and Bennie crash into the cabin wall and --

        The BLADE RIPS CLEAR THROUGH THE MOLE'S WALL!  Alarms
        sound as a GAPING HOLE IS BLOWN IN THE SIDE OF THE
        CABIN!  ALL THE AIR IS SUCKED OUT BY MARS'S EXTERNAL
        VACUUM!

        Now no one can breathe.  They all claw for their masks,
        [still] in place.  Bennie is first;  he recovers, lunges
        with his SPINNING ARM for Quail.  Quail barely dodges,
        grabs the arm, muscles it back toward Bennie --

        The SPINNING BLADES SEVER BENNIE'S OWN OXYGEN LINE!  Gasp-
        ing, he falters.  Quail aims a titanic blow, PUNCHES
        BENNIE out through the hole in the mole's wall!

        Quail and Melina, masks on, stare out as Bennie claws
        desperately at his severed air line.  The Martian vacuum
        pulls the oxygen from Bennie's lungs, he chokes, staggers --


122AA   EXT. DESERT - DAY

        Bennie is beside the vehicle.  He implodes like a balloon
        with all its air gone.


122AB   INT/EXT. VEHICLE - DAY

        Melina hides her face in horror.  At that instant --


122A    EXT. DESERT - DAY

        Bullets dig into the sand all around the vehicle.  The
        patrol cars are only a few hundred yards away!  Loud-
        speakers call for Quail's surrender.


122B    INT. VEHICLE - DAY

        Quail lunges for the vehicle controls.  Presses a button
        marked "Dive".  The vehicle tilts.


122C    EXT. DESERT - DAY

        The vehicle burrows powerfully into the sand.  As the
        patrol cars close in and rake the desert with gunfire,
        the vehicle vanishes from sight.  In the distance, the
        Sphinx looms ominously.

        A driver in one of the patrol vehicles (filmed from outside
        the windscreen) is speaking into a microphone.  He can't
        be heard but can only be radioing a report.


123     INT. SAND MOLE - MOVING - UNDERGROUND

        The little mining vehicle moves powerfully, propelled by
        its BORER NOSE.

        Quail mans the controls while Melina struggles to shore up
        the gaping hole in the side, into which SAND is POURING
        as the mole moves forward.  Quail looks at a compass in
        the control panel.  He makes a correction.

                                 QUAIL
                           (shouts over
                            engine noise)
                   Hope I've got this direction
                   right.

        Sand pours over him from bullet holes resulting from the
        encounter with patrol cars.

        CU speedometer:  22 MPH.  Every other gauge is overheating,
        flashing WARNING LIGHTS --


124     INT. SPHINX CONTROL ROOM - DAY

        Cohaagen and a number of his associates, plus scientists
        and heavily arms troops are present.

                                 COHAAGEN
                   The air supply is off under
                   the domes?

                                 EMILE
                   Yes, sir.  In a couple of
                   hours it'll be all gone.

                                 COHAAGEN
                   Any trouble with the rabble?

                                 EMILE
                   Not much, sir.  A lot of
                   complaining.  But they're
                   all heading towards the
                   shuttle areas.

        On some of the video screens a number of space shuttles
        can be seen, ready for departure to Earth.


123     INT. TUNNEL BENEATH SPHINX

        The Mole bores through a sand wall, emerges into a cramped
        horizontal tunnel.  Quail and Melina leap out.  The poor
        Mole is smoking like an overheated drill bit.  Its nose
        is worn to a nub.

                                 MELINA
                   We got in with this thing,
                   but we'll never get back out.

                                 QUAIL
                   A shame.  Such a pleasant
                   trip.

        There's a lighted area at the end of the tunnel.  Quail
        and Melina hurry toward it, moving silently, close to
        the wall.


126B    INT. MAIN DOWNSHAFT

        They draw up an abyss -- where their tunnel intersects the
        MAIN DOWNSHAFT.  Melina gasps at the colossal scale of the
        drilling, hundreds of yards across, deeper than the eye
        can see, and crisscrossed by catwalks, buttresses and
        super-sophisticated technology.

        Quail and Melina are forty feet below the upper end of
        the main downshaft.  They can look up the shaft and
        see the first interior level of the Sphinx itself.

                                 QUAIL
                           (points down
                            shaft)
                   This is the main tap --
                   straight down to the core
                   of Mars.  When we trigger
                   the mechanism, fusion
                   reactors will detonate down
                   there -- four hundred miles
                   deep.

                                 MELINA
                   Remind me not to slip.

                                 QUAIL
                   The new elements will come
                   booming up through this
                   shaft -- and six thousand
                   others all around the
                   planet.

        He's right at home -- and full of confidence.

        Quail climbs onto the ladder, which links various top
        levels.

        He starts to climb.  Melina follows him.  They are tiny
        figures.  The space around them plummets down to infinity.


127     INT. CORRIDOR AT TOP OF SHAFT - LOWEST MANNED LEVEL (LEVEL ONE)

        A patrol of NINE HEAVILY-ARMED GUARDS appear from a corridor
        in Level One -- directly above where Quail and Melina are
        climbing.


128     ON THE WALL OF THE SHAFT

        Quail and Melina's heads inch into view at floor level.
        They take one peek at these formidable warriors and duck
        back swiftly out of sight.


129     INT. TOP OF SHAFT - LOWEST MANNED LEVEL (LEVEL ONE)

                                 GUARD LEADER
                           (to two of his
                            men)
                   Stay in contact.  I want to
                   hear from this checkpoint
                   every four minutes.

        Seven of the Guards move off, two remain in position.

        We HEAR the FOOTSTEPS of the seven guards recede.

        The two remaining guards realize their isolation; they
        glance tensely to one another.

                                 GUARD #1
                   Did you hear something?

                                 GUARD #2
                   No.  Where?

                                 GUARD #1 
                   Over there.

        The First Guard points to the edge  of the main shaft --
        right where Quail and Melina are hiding.  The Guards
        cock their weapons, start cautiously forward.  Just as
        they're about to peer over the brink, guns at the
        ready:

                                 QUAIL'S VOICE (O.S.)
                           (from behind the
                            guards)
                   I'm not there, boys.  I'm
                   here.

        The guards spin around, weapons poised.  Standing in the
        shadows, near the corridor, is Quail!  (Still with no
        gun)

        Both guards walk quickly toward Quail, covering him with
        their weapons.

                                 GUARD #1
                           (to Guard #2)
                   Watch him.  He was EIO trained.
                   They're all full of tricks.

                                 GUARD #2
                   Yeah?  Like...who was that
                   guy? -- Fred Bond??
                           (to Quail)
                   Keep 'em up, Fred, keep 'em
                   up.

        Quail has his arms raised high.  Just as the Guards reach
        him, he fizzes electronically, emitting a humming sound,
        then disappears.

                                 GUARD #1
                   A hologram!

        Before either Guard can react, the real Quail appears --
        one foot behind them.  With two LIGHTNING BLOWS, he
        dispatches the Guards.  (Apparently Quail has climbed out
        of the shaft while the Guards were distracted.)

        Quail snatches both Guards' weapons, grenades and ammo
        belts.  Melina climbs out of the shaft.  Quail tosses her
        one of the Guard's guns.


130     INT. CORRIDOR - LEVEL ONE

        ALARMS go off everywhere.  Quail -- carrying a gun and all
        the grenades and ammo belts -- and Melina (just carrying a
        gun) bolt down a corridor past a sign: "LEVEL ONE".

                                 MELINA
                           (running)
                   Where'd you get that little
                   trick?

                                 QUAIL
                           (running)
                   Mail-order company.  It's a
                   great one for fooling the
                   wife.


131     INT. CONTROL ROOM (LEVEL THIRTEEN)

        Cohaagen and his Aides hear the ALARMS, see Quail and
        Melina on MONITORS as they race down the corridor on
        Level One.

                                 COHAAGEN
                   How the hell did they get in?

                                 SECURITY AIDE
                   Up the fusion core.

                                 COHAAGEN
                   Up the fusion core??

        He exhibits begrudging admiration for Quail.

                                 SECURITY AIDE
                           (studies monitor
                            more carefully)
                   They're on Level One.

        A wall sign behind Cohaagen reads:  "LEVEL THIRTEEN".

                                 COHAAGEN
                   Seal all upper levels.

        A button is pressed and huge doors slide across in front
        of the formidable doors already closing the Control Room
        off from the outside corridors.


133     INT. LEVEL ONE CORRIDOR

        Quail and Melina are still racing through the corridors.
        He passes her a fresh ammo belt.

                                 QUAIL
                           (indicates
                            weapons)
                   Know how to use one of these?

        Melina expertly ejects her spent clip (that Guards fired
        at Quail), slams in a fresh clip and cocks the gun.

        Quail has a half-second to react, impressed, then --
        FOUR GUARDS pound into view at the end of the corridor.

        Melina opens fire, nails two.  Quail heaves a grenade; as
        it EXPLODES, he and Melina bolt down a side corridor --


134     INT. VARIOUS CORRIDORS, CATWALKS, STAIRS

        ALARMS continue as Quail and Melina dash down the side
        passageway.  MORE GUARDS cut them off;  Melina's machine
        gun sends them scattering --

        Quail pauses at a corner.  He looks around quickly and sees
        that an elevator is arriving.  He motions Melina back.  The
        doors of the elevator begin to open.  Very quickly, Quail
        bobs his head and arm around the corner.  He calls out,
        loudly...

                                 QUAIL
                   Catch!
        He hurls something toward the armed men in the elevator.
        Instinctively one of them reaches for the thrown object.
        It is an explosive device of some sort.  Quail and Melina
        press themselves against the wall just around a corner from
        the elevator.  There is a tremendous explosion.

        Quail, followed by Melina, rounds a corner.  The elevator
        is in ruins; bodies are scattered everywhere.

                                 MELINA
                   Great stuff, but how do we
                   get up?

        She points toward the upper levels.


135     INT. CONTROL ROOM (LEVEL THIRTEEN)

        Melina and Quail can be seen on the security monitor from
        a high angle.  Quail looks up, spots the monitor, and
        shoots is to pieces.  The image on the screen goes black.

                                 COHAAGEN
                   Forget them.  We'll pick up
                   Quail once the shuttles have
                   left for Earth.


137     INT. CORRIDOR

        Quail spots a large WINDOWED AIR LOCK at the end of the
        corridor.  He and Melina race to it.  Quail starts to open
        the inner door of the air lock.

                                 QUAIL
                   If you're afraid of the
                   heights, you better get
                   over it real quick.

        He is pulling Melina through the inner air lock door just
        as --

        GUARDS stampede around the corner of the corridor toward
        them.

        Quail is out of sight, but they see Melina poised near the
        window.  She waves and smiles to them, hiding her gun behind
        her body.  They slow down and approach less cautiously,
        beguiled by her manner and attractiveness.  As they get
        close, she suddenly lifts her gun and opens fire, mowing
        them down.


140     EXT. SPHINX'S FACE - DAY

        Quail and Melina climb through the outer air lock door.
        They are at the Sphinx's shoulder, with a dizzying drop
        beneath them.  Melina looks down.  She's sorry she did:
        the fall is at least 200 feet.  (Both are wearing their
        breathing apparatus.)

        Quail and Melina start to climb.  Up the Sphinx's shoulder,
        along its Egyptian-like headdress --


141     INT. CONTROL ROOM - DAY

        Cohaagen's chief aide, Emile, addresses him quietly.

                                 EMILE
                   If Quail's the only one who
                   can operate all this...
                           (gestures toward
                            Sphinx's controls)
                   ...then he can call all the
                   shots.

                                 COHAAGEN
                   We'll tell him the computer's
                   worked out the operational
                   details so we don't really
                   need him.  We're just doing
                   him a favor.

                                 EMILE
                   And if that doesn't work?

                                 COHAAGEN
                   We offer him rewards.

                                 EMILE
                   What if that doesn't work?

                                 COHAAGEN
                   We'll torture him.  You don't
                   think I got this far by being
                   a nice guy?


142     EXT. SPHINX'S FACE - DAY

        Quail and Melina traverse across the cheekbones, haul
        themselves up at the base of the red translucent eyes --


142A    INT. CONTROL ROOM - DAY

        The video monitors show the space shuttles.  An operator,
        with earphones, turns to Cohaagen.

                                 OPERATOR
                   First of the shuttles ready
                   for departure, sir.  Two
                   minute countdown.


142B    EXT. SPHINX - DAY

        Quail jams THREE GRENADES against the glass of the eyes,
        pulls Melina back behind the stone cheeks --


143     INT. SPHINX CONTROL ROOM

        A MUFFLED EXPLOSION (due to the thin Martian atmosphere)
        detonates overhead.  THE SPHINX'S RIGHT EYE BLOWS IN a
        storm of shards and shrapnell.

        Instantly, the room turns into a hurricane as the Martian
        vacuum sucks out all air!  Everyone panics, grabbing their

                                 COHAAGEN
                   Seal the breach!  Repressurize!

        An aide dives for an EMERGENCY SWITCH.  But now --

        Quail and Melina, wearing breather masks, bursts in onto
        an overhead catwalk.  They OPEN FIRE on the Guards, who are
        choking, struggling with their masks.

        An EMERGENCY PRESSURE SEAL powers into place, sealing the
        breach in the eye.  REPRESSURIZATION comes up, the internal
        atmosphere stabilizes --

        None of the men inside the control room still moves.  The
        victors tug off their masks, spring down to the main level.
        Melina hurries to the main control panel.

        Melina looks towards the video monitors showing half a
        dozen huge space shuttles lined up for departure.

                                 MELINA
                   Those shuttles are starting up
                   any minute.  If you know how
                   to work this thing, you better
                   do it now.

        Quail tentatively approaches the imposingly complex
        machinery.

                                 QUAIL
                   Yes...

        He hesitates.

                                 MELINA
                   Don't you know how?

        Transfixed, mesmerized, Quail moves closer to the control
        panel.

                                 QUAIL
                   Yes... there's a vital
                   connection missing...

        He approaches even closer.  He begins to raise his arm
        towards a blank area a little above his head.

                                 QUAIL
                           (continuing)
                   ...me...

                                 COHAAGEN
                   Wait!

                                 MELINA
                   Don't wait!

                                 COHAAGEN
                   If you activate the mechanism
                   you'll die...there were
                   glimpses of it in your
                   memory.

                                 QUAIL
                   Wrong, Cohaagen, there's a
                   long tunnel, a brilliant
                   white light, hands reaching
                   for me...

                                 COHAAGEN
                           (assured)
                   That's your death.  That's
                   what it looks like.  That's
                   what is always looks like.

        Quail looks around him, half-convinced.

                                 MELINA
                           (looking toward
                            space shuttles
                            on video screens)
                   Charles - for Mars's sake....

        Quail hesitates.  He looks from Melina to Cohaagen.

                                 COHAAGEN
                   It's not too late.  Join us
                   again.  U've a lot to offer.
                   A whole world.

        Quail continues to look at him, thoughtfully.

                                 QUAIL
                   You don't deserve a new world,
                   you and people like you made
                   too big a mess of the old one.
                   Time someone else had a
                   chance.

        He turns back to the machine and slowly raises his arm
        again.  His fingers reach towards the blank section on
        the panel.  Slowly, through the panel, a luminous hand
        reaches toward Quail's fingers.  Gently, the fingers of
        the two hands touch.

        The entire control room begins to rumble and shudder.  As
        Quail reaches for Melina, Cohaagen suddenly dives on him.
        They grapple amid the shuddering Sphinx and can be seen
        only intermittently as debris crashes around them.

        The fight ends as Cohaagen is hurled backwards and
        disappears when a section of floor collapses underneath him.


144     INT. SURREAL TUNNEL

        A reprise of the sequence that opened the movie.

        Quail RUNS THROUGH A LABYRINTH OF TUNNELS.  THE GROUND
        HEAVES BENEATH HIM ... HUGE STONE BLOCKS CRASH DONW ON
        ALL SIDES!  We hear an EXPLOSION and ANOTHER and ANOTHER,
        each one SOUNDING CLOSER than the last --

        Quail clamps him breathing mask on as he runs.  Is this
        his own death?  Where is Melina?

        The tunnel walls are just like the ones in Quail's
        original nightmare -- bright reddish-orange, clay and
        quartz.

        Quail throws a backward glance fearfully over his shoulder.
        The EXPLOSIONS are closer.  Suddenly --

        Up ahead appears a BRILLIANT WHITE LIGHT.  Quail sees it,
        but it only terrifies him more.  Is it death he's running
        to?  He hurries on with all his strength, but --

        Just as he nears the white light, HE FALLS.  On his knees,
        too weak to move.  He struggles --

        HANDS ARE REACHING OUT TO HIM, from out of the brilliant
        light.  Quail stretches for them, just as --

        A FINAL EXPLOSION blows him forward -- straight into the
        WHITE LIGHT!  The HANDS SEIZE HIM, pull him upward to --


145     EXT. MARTIAN DESERT - DAY

        The hands belong to breather-masked MINERS, dismounting
        rapidly from an overloaded transport vehicle which was
        taking them to the Space Port.  Quail looks from them to
        Melina, who is walking towards the group.

        
        QUAIL'S P.O.V. - MINERS' MASKED FACES

        The miners' desert garb, shield goggles and breathers add
        to the surreal nightmare quality of Quail's tortured
        perspective --


        BACK TO QUAIL

        In terror, lost, disoriented totally.

                                 QUAIL
                   Am I dying?

                                 MASKED MINER
                   I won't lie to you, pal.
                   You are.

                                 MINER (from Melina's bar)
                   I'd say in about forty years...
                           (he and others
                            help Quail to
                            his feet)
                   ...come on, we've gotta get
                   to the Space Port.  That
                   Intergalactic Napoleon's
                   switched off the air.

                                 2ND MINER
                   Shippin' us all out.  Mars
                   is finished.

        A MINER'S WIFE watches them.  She is crying.

        Quail looks up at the sky.  Melina follows his glance.
        So do the others.

        Slowly, but perceptibly, the color is changing from yellow
        to blue.

                                 MELINA
                   It's happening.

                                 MINER
                   What is it?

        All the miners are puzzled, apprehensive.  Quail reaches
        toward the one who spoke to him before and pulls off his
        breathing apparatus.  At first the man is shocked, then
        realizes he can breathe without it.  Quail takes off
        his own, then Melina's

        All the miners watch in amazement.  They all remove their
        breathing masks.

                                 QUAIL
                   That's just the start.  Next
                   there'll be rain and growth
                   and ... life.

        Melina embraces him.

                                 QUAIL
                           (continuing)
                   Rekall could never have come
                   up with anything like this.

        Melina looks oddly at him, smiling, mysterious.

        As the sky becomes more and more blue, more of the Miners
        descend from the bus.  Softly at first, then with more and
        more confidence, they begin singing the Martian National
        Anthem.

        The music swells.  Quail puts his arm around Melina.  They
        both join in the chorus.

        It reaches an impassioned crescendo as the FRAME FREEZES
        and the END CREDITS ROLL UP the screen.


                             THE END