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Wild Wild West Movie Script

Writer(s) : S. S. Wilson, Brent Maddock, Jeffrey Price, Peter S. Seaman, Jim Thomas, John Thomas

Genres : Action, Comedy, Sci-Fi, Western

Search IMDb : Wild Wild West


                                        Rev.   06/15/98   (Pink)
                                        Rev.   07/01/98   (Yellow)
                                        Rev.   08/28/98   (Green)
                                        Rev.   09/03/98   (Goldenrod)
                                        Rev.   10/07/98   (Buff)
                                        Rev.   04/09/99   (Salmon)




                 WILD WILD WEST

                            Story by

                   Jim Thomas & John Thomas


                        Screenplay by

                 S.S. Wilson & Brent Maddock

             and Jeffrey Price & Peter S. Seaman


                Based on the Television Series
                       "Wild Wild West"




                                        REVISED FINAL DRAFT

                                        May 14, 1998
WARNER BROS.                            � 1998
4000 Warner Boulevard                   WARNER BROS.
Burbank, California 91522               All Rights Reserved

     Rev. 4/9/99

                          THE WILD WILD WEST

     FADE IN:

A1   EXT. ALFALFA FIELD - NIGHT                                    A1

     A slight breeze gently sways the green and purple crop.
     The CHIRP of CICADA is the only sound.

     SUPERIMPOSE:   1868 - ST. TAMMANY PARISH, LOUISIANA

     But suddenly the CHIRPING GETS LOUDER and LOUDER --
     BZZZZZ! -- until we realize it's not the cicadas, but
     a --

     SWOOOSH! A lethal, razor-sharp DISC BUZZES up over the
     horizon, swoops TOWARD the CAMERA and OUT OF FRAME!

     The CAMERA SPINS AROUND to see the disc flying away,
     chasing a man, THADDEUS MORTON, wearing a strange
     metallic collar -- exhausted, horrified, about to die.


     NEW ANGLE - MORTON

     He looks over his shoulder, panting -- he's been running
     forever.

                              MORTON
                       (mumbling)
                Madman... Hideous spider... Run...
                Run! Warn the President...

     Morton zig-zags through a grove of trees, a desperate
     attempt to avoid the horrible serrated disc. But the
     ruse is futile. The disc goes straight through the
     trees, slicing a path straight as the crow flies.


     NEW ANGLE - OLD WAGON

     dilapidated, broken down, weathering away in the field.
     Morton runs around the wagon -- but the DISC BUZZES
     straight through the sideboards! Wood shavings spit
     everywhere! There's no stopping this thing.


     NEW ANGLE - MORTON

     running for his life -- stops, turns. He turns,
     incomprehensibly mumbling, pleading for his life,
     cowering.

                                 MORTON
                Noooooooo!!!!!

                                                     (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                                2.

A1   CONTINUED:                                                       A1

     And the DISC SWOOSHES TOWARD the CAMERA -- BZZZZZZZ!

                                                     CUT TO:


     BLACK

                                                     DISSOLVE TO:


     NIGHT SKY FULL OF STARS - LOW ANGLE

     A man leans INTO FRAME. This is GENERAL McGRATH.      And
     he's there to collect the silver death disc.

                                McGRATH
                         (to the unseen,
                          dead Morton)
                  And they says you scientists are
                  supposed to be smart.


1    EXT. DUSTY ROAD - LOW ANGLE - NIGHT                              1

     HOOVES THUNDER by. Then bouncing, skidding wagon wheels.
     Up on the empty buckboard is a pair of murderous ex-Rebs.
     As the Rebs pass a pint of whisky, lash the six-horse
     team on, PAN WITH the wagon to see it's headed for...


2    EXT. WATER TOWER - NIGHT                                         2

                                SALOON GIRL (O.S.)
                  The legendary Captain James West
                  and I finally got him all to
                  myself.


3    INT. WATER TOWER - NIGHT                                         3

     WEST is bathing with the beatiful SALOON GIRL.

                                WEST
                  That's right, sugar, and you
                  should feel free to treat him
                  just bad.

     She moves in and kisses him, long and hard. West hears
     the CLATTER of the APPROACHING WAGONS. He stops the
     kiss and peeks out the knothole.


4    EXT. WAREHOUSE - WEST'S POV THROUGH KNOTHOLE - NIGHT

     Down below, West sees the wagon with the Rebs.

    WILD WILD WEST - Rev. 4/9/99                            3.

5   INT. WATER TOWER - NIGHT                                      5

                            WEST
                     (to himself)
              General McGrath's boys. I thought
              y'all was never gonna show up.

                            SALOON GIRL
              Mister West, you wouldn't be here
              workin' tonight, now would you?

                             WEST
              No, no. 'Course not. Not tonight.
              Would you be working if you were up
              here with you?

                               SALOON GIRL
              Good.

    They start kissing again. He surreptitiously peeks out
    the knothole, while continuing his kiss.


6   INT. FAT-CAN CANDY'S - NIGHT                                  6

    This two-story, Victorian building across town is a
    "gentlemen's sporting house" in name only. Drunken
    roughnecks and ex-Confederate soldiers goose and maul
    the rouged-up tarts.

    AT BAR - WOMAN

    shrinks back from the moronic ribaldry. The Toulouse
    Lautrec lighting only accentuates her garish hair and
    makeup, identifying her as a SOILED DOVE. A whore -- not
    to put too fine a point on it. She's trying not to make
    eye contact with two men seated at a table across the
    parlor.


    SOILED DOVE'S POV - GEN. McGRATH AND HUDSON

    HUDSON is a fearsome-looking Indian in a well-tailored
    suit. Long black braids descend incongruously from under
    a homburg hat. As for his companion...

    McGRATH is a mountain of drunken pus. Six foot, sweating
    like a Devonshire hog with his tattered, undersized
    Confederate dress jacket buttoned all the way to the top.
    His ear has been hacked off and replaced by what looks to
    be a miniature leather Victrola horn. McGrath smiles at
    our Soiled Dove and makes a little kissing gesture.

                                                    (CONTINUED)

    WILD WILD WEST - Rev. 4/9/99                            4.

6   CONTINUED:                                                   6

    ANGLE ON SOILED DOVE

    Eyes widened in revulsion. What evil abides in this
    Godforsaken place? Now a drunkenly EYE-CROSSED REB
    licks Dora's ear, then whispers something in it.
    Something unspeakably vile, by Dora's expression.

                              DORA
                 I'm sorry. That won't be
                 possible. I have... tonsillitis.


7   EXT. WAREHOUSE - WEST'S POV THROUGH KNOTHOLE - NIGHT         7

    The Rebs load the boxes onto the wagon. We see the wheel
    of the wagon up against the rotted leg of the water
    tower.

                               BIG REB
                 Pack'er up good, Virgil.    Next stop
                 N'Orleans.


8   INT. WATER TOWER - NIGHT                                     8

    West is unaware that she's watching him, not watching
    her.

                               SALOON GIRL
                        (admonishing)
                 Jim!

                               WEST
                 Ah, this hole is a safety issue.
                 I'm thinking, what if it starts to
                 rain and the water level goes up.
                 It could suck you right up. I'm
                 protecting you. (variations)

    Saloon Girl frustrated, has grabbed West's boxer shorts
    (with little horses on them) and plugs the hole with
    them.

                               SALOON GIRL
                 Problem solved.

                               WEST
                 Belle, you don't just ram a man's
                 underbritches into a knothole.
                 You wanna plug the hole, you ram
                 your own britches in there.

    West is at a loss.    She moves in for another kiss.

     WILD WILD WEST - Rev. 4/9/99                             4A.

9    EXT. WAREHOUSE - NIGHT                                         9

     The HORSES SPOOK as a crate is dropped onto the wagon.


     CLOSE - AXLE

     caught on the WATER TOWER LEG.    It CREAKS.


10   INT. WATER TOWER - NIGHT                                       10

     West hears the CREAK.    He breaks the kiss.

                                SALOON GIRL
               Oh, Jim.

                             WEST
                      (serious)
               Much as I'd like to take credit
               for that you might need to hand
               me my gun...

     The tower starts to topple.

                             WEST
               ... Hand me my gun.

     It CRASHES...

                                                    CUT TO:


11   EXT. WAREHOUSE SKYLIGHT - NIGHT                                11

     West crashes down into the tarp covering the boxes. The
     only people more shocked than he is are the guards and
     the Rebs he just dropped in on. West picks himself up,
     smiles coolly at the drenched slack-jaws.

                             WEST
               Okay, who just made a wish?
               Was it you?

     He looks up at the freaked-out Saloon Girl, still in the
     tank. She hangs on with one hand, the other hand
     clutches his clothes.

                             WEST
               I could sure use those clothes
               now.

     She responds by Frisbee-ing his hat down. West picks it
     up, with a look... uses it to cover his genitals.

                                                     (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                           4B.

11   CONTINUED:                                                   11

                                BIG REB
                  Well, we got us a shy nig...

     But he never gets that word out. Bang! West lashes a
     lightning martial arts kick to the Reb's jaw.

                                WEST
                  Fought five long years with the
                  Union Army not to hear that word
                  again. And you boys lost,
                  remember?

     As the other Reb comes at him, he spins, still holding
     the hat in front of him... and whap! Down that one goes.
     West looks up at the none-too-bright water tank woman.

                                WEST
                  How 'bout some pants!?

     As she throws the rest of his clothes down in a heap...

                                                              5.

12   INT. FAT-CAN'S - NIGHT (SAME TIME)                            12

     General McGrath checks a pocket watch, looks up
     impatiently at the Indian, Hudson. His eyes drift
     upwards... to the balcony where...


     ANGLE ON UPSTAIRS BALCONY - TWO MORE EX-REBS

     have come up back stairs lugging a heavy steamer trunk.

                             McGRATH
               I'm still waiting on my guns and
               ammo, but I see my men have
               brought your merchandise.

     McGrath subtly gestures with his eyes to the balcony for
     Hudson to confirm. Hudson nods.

                             McGRATH
               I had expected to be delivering it
               personally to Mr...

     Hudson quickly cuts him off before he can say the name.
     The Indian speaks in a very precise King's English.

                              HUDSON
               My employer, here in a brothel?
                      (a small ironic
                       smile)
               That would be quite... redundant.


13   EXT. STREET - ON CARRIAGE - NIGHT                             13

     MOVE IN ON an elegant brougham driven by a very large,
     very striking woman in livery.

     As the carriage passes under the gas lamp, we can make
     out the top-hatted silhouette of McGrath's "employer,"
     DR. ARLISS LOVELESS. Clustered around him inside the cab
     are three more beautiful women. As he strokes the cheek
     of the ORIENTAL one with the back of his hand like a
     cat...


14   INT. FAT-CAN'S - McGRATH AND HUDSON - NIGHT                   14

                             HUDSON
               You'll meet him when the time --
               and place -- are appropriate.
               Now...
                      (stands)
               ... shall we go upstairs to check
               the 'merchandise'?

                                                    (CONTINUED)

                                                              6.

14   CONTINUED:                                                     14

                                 McGRATH
                  Frankly, Mr. Hudson, I wasn't
                  planning to walk those oaken
                  stairs with you. Direct me to the
                  poot, sir. Something young and
                  creamy. A gamer that takes to the
                  crop and spur.

     McGrath looks to the singer (Rita), who beats a hasty
     retreat from him after her song. So, once again, McGrath
     lays his rheumy eyes on...


     ANGLE ON SOILED DOVE

     She's oblivious, more intrigued by the ex-Rebs on the
     balcony with the trunk. As she starts for the stairs...
     a man's hand grabs her. It's the Eye-Crossed Reb again.

                                EYE-CROSSED REB
                  You drive a hard bargain, lady.
                  All right, fifty cents to take
                  them big juicy lips and...

                                DORA
                  Still not interested.

     She tries to pull away.    But the Reb won't let go.

                                EYE-CROSSED REB
                  But you gotta be interested.
                  You're a whore.

     Suddenly the coquettishness in the eyes becomes rage.
     The falsetto becomes a baritone growl.

                                DORA
                         (baritone)
                  That doesn't mean a girl can't
                  have high standards.

     Just as the Reb registers the odd new voice... wham!    Her
     corsage springs out and whacks him right in the jaw.    The
     Reb's eyes roll back... and he slumps to the ground.

     Whooa, hoss... the Soiled Dove is a man! He's ARTEMUS
     GORDON and his true profession will be revealed to us
     shortly. But now, as he/she stashes the unconscious Reb
     behind the bar, straightens bosom and wig...


15   INT. WAREHOUSE - NIGHT                                         15

     West is trying to get dressed.

                                                      (CONTINUED)

                                                              7.

15   CONTINUED:                                                    15

     As he pulls on one leg of his pants, a guard lunges at
     him with a knife. West hops up on one leg, smacks the
     guy with a mule kick.

     Now he puts his arm through his shirt sleeve. When the
     hand emerges out of the cuff, it's balled in a fist --
     which coldcocks the other guard.

                                WEST
                  Could I have a little privacy
                  here?

     As if in response, the water tower, still hovering above,
     now crashes to the floor -- obliterating his opponents.

                                WEST
                  Thank you.

     He calmly looks up in time to catch the falling, naked,
     screaming Saloon Girl in his arms.

                                WEST
                  You'll have to excuse me,
                  darlin'... but my evidence is
                  getting away.

     West gallantly puts her down, jumps up, grabs the
     overhead block and tackle system and slides through the
     warehouse. As the HORSE TEAM, which has spooked,
     THUNDERS past...


     CLOSEUP - WEST

     sails onto the runaway wagon. As he pulls himself into
     the back, he gives the shivering Saloon Girl a tip of his
     hat -- now on his head.

                                WEST
                  Sorry about there not being any
                  towels.


16   INT. FAT-CAN'S - NIGHT (SAME TIME)                            16

     General McGrath   leers down a line-up of Fat-Can's girls.
     Just as he gets   to the beautiful singer, who looks sick
     at the thought,   suddenly Gordon intrudes. He/she blocks
     out the singer,   poses coquettishly -- sucking a
     lollypop.

                                McGRATH
                  What's your name, missy?

                                                     (CONTINUED)

                                                                 8.

16   CONTINUED:                                                       16

                                GORDON/DORA
                         (demurely; back to
                          his falsetto)
                  Dora. Would you like to go
                  upstairs?

                                McGRATH
                  Oh, indeedy I would.

     Gordon/Dora starts to go as the Eye-Crossed Reb wakes up.
     He grabs him/her, very pissed.

                                 EYE-CROSSED REB
                  Hey, c'mere!   Who the hell are you
                  anyway?!

                                   McGRATH
                  She's... mine!

     Blam! McGrath emphasizes his claim by gut-shooting the
     Reb. The shot makes Dora/Gordon jump and the room go
     quiet. As the Reb crumples, McGrath turns back to
     Gordon/Dora, oddly inspired.

                                McGRATH
                  I feel like... a ditty!

                                GORDON/DORA
                  A ditty? But General...
                         (trying to be
                          coquettish again)
                  ... my talents really lay
                  elsewhere.

                                McGRATH
                  Nothing stokes the fire in my
                  loins like a ditty.

     McGrath hauls him/her over to the piano player.

                                McGRATH
                  You've got some pretty fair lungs
                  on ya, girl, now use 'em!

     He punctuates with a slap to Gordon/Dora's rump.      The
     other singer (Rita) watches too.


17   INT. FAT-CAN'S - NIGHT                                           17

     Gordon/Dora is sweating. Reluctantly, he/she whispers
     something to the piano player. He clears his throat and
     begins singing.

                                                        (CONTINUED)

                                                               9.

17   CONTINUED:                                                      17

                                GORDON/DORA
                         (weakly)
                  'Buy a drink for the boys
                  In the backroom for me...'


18   EXT. COUNTRY ROAD - WILD WAGON RIDE - NIGHT                     18

     West spots the contents of an open box.    Eyes widen.


     CLOSE - BOX - DOZEN GLASS VIALS

     stuck in sand. But clinking together ominously as the
     wagon races over the cobblestones.

                                WEST
                  Backwards-ass bumpkins got a wagon
                  full of nitro...!

     West tries to steady the glass vials with his hands...
     but it's no use. He quickly climbs over the boxes, onto
     the buckboard seat. But the reins are dragging on the
     ground beneath the frothing horses.

     West leaps onto the horses as the wagon careens down the
     street. He pulls himself over the first one's neck...
     onto the next horse. And as he tries for the lead horse,
     he falls between them!


19   INT. FAT-CAN'S - NIGHT                                          19

     Gordon/Dora singing. He/she struggles through the song
     in a very tough room.

                                GORDON/DORA
                  'And tell them I tried...
                  And tell them I cried...'

     Just when it looks like the stone-faced rowdies might rip
     him/her apart, McGrath starts tapping a mud-caked toe.
     Encouraged, Gordon/Dora belts out the next verses OVER...


20   EXT. COUNTRY ROAD - WILD WAGON RIDE - NIGHT                     20

     West's custom boots drag in the dirt as he's about to be
     trampled under the hooves of the freaked-out horses. And
     if he hasn't got enough problems, the lynch pin attaching
     the team to the wagon has almost worked its way out.


     CLOSE - BACK OF WAGON - NITRO VIALS

                                                       (CONTINUED)

                                                              10.

20   CONTINUED:                                                     20

     CLANKING together like chimes...


     CLOSE - WEST

     Straining with every ounce of strength in his body, he
     pulls himself up by the harness onto...


     CLOSE - WILD-EYED LEAD HORSE

     West grabs for the halter.

                                 WEST
                  Whoa now...!

     But it doesn't whoa. The wagon goes around a corner up
     on two wheels! It's about to tilt over when West grabs
     both the horses' ears, yanks them back -- screaming into
     them.

                                WEST
                  I said, whoa!!!

     This approach seems to work.


21   EXT. RISE ABOVE FAT-CAN'S - NIGHT                              21

     The team comes to an abrupt stop... and with it the wagon
     hanging over the edge of a steep drop.

     Jim carefully climbs off. He slaps the dust on his
     jacket, straightens the crease in his trousers. When he
     looks up, a bitter smile.

                                WEST
                  Well, well, this is workin' out to
                  be a perfect day. My man...


     HIS POV - VICTORIAN BUILDING - ACROSS STREET

     The tasteful sign under the red light reads: "FAT-CAN
     CANDY'S." And framed in the window, General McGrath with
     his singing soiled dove.

                                WEST (O.S.)
                  ... General Bloodbath McGrath.

                                                             11.

22   INT. FAT-CAN'S - CLOSE - McGRATH                              22

     McGrath is clapping with the crowd of misfits who are now
     singing along with Gordon/Dora. He/she's won over the room.

                             GORDON/CROWD
                      (rousing finish)
               And tell them I tried just the
               same...!

     He/she curtsies to rousing applause. McGrath beams like
     a man with the fire in his loins roaring. He grabs his
     little songbird and up the stairs they go.

     Out the WINDOWS, we see West tracking them.    Simul-
     taneously going up outside steps.


23   INT. FAT-CAN'S - UPSTAIRS - GORDON/DORA                       23

     leads the sweating, leering General down the hall.
     He/she quickly opens and closes boudoir doors --
     ostensibly to find a free room for their assignation.
     The real agenda is to find the mysterious trunk.


     ANGLE ON DOORWAY #1

     Quick peek. He/she registers a mild reaction of shock.
     Closes that door and moves on to...


     ANGLE ON DOORWAY #2

     Quick peek. The two rebs sitting on the trunk. At their
     feet is a wriggling burlap sack. The "merchandise" is alive.

     Gordon/Dora giggles like a schoolgirl.

                             GORDON/DORA
               Well, that's a new one.

     McGrath slams the door, drags Gordon/Dora roughly...


24   INT. BOUDOIR - CONTINUOUS ACTION                              24

     Our soiled dove has her back to the door as if steeling
     herself for the task at hand. McGrath beckons her over
     to the bed.

                             McGRATH
               Don't let the ear scare you.    I
               lost it at Chickamauga.

     Gordon/Dora squints at the jerry-rigged ear.

                                                     (CONTINUED)

                                                                  12.

24   CONTINUED:                                                         24

                                 GORDON/DORA
                  Oh really. One can hardly
                  notice...
                         (fiddles with her
                           belt buckle)
                  Would you mind...? I... I...
                  can't seem to release the clasp of
                  my belt.

     Say no more. McGrath is on her like a flash, fidgeting
     with it. But it pops open, revealing a spiraling screen
     courtesy of Dr. Mesmer. His eyes lock onto it.

                                McGRATH
                  Wha... what's this?

                                GORDON/DORA
                  It's a deep, deep pool. Maybe
                  your old swimmin' hole. Getting
                  sleepy, General?

                                 McGRATH
                         (ga-ga)
                  Yes, I'm sleepy.

     McGrath sits on the floor.        Gordon smiles... this is
     gonna be easy.

                                GORDON
                         (normal voice)
                  Good. You're going to be my
                  little doggy. And when I say
                  'speak,' you tell me everything I
                  want to know. Understood?

                                    McGRATH
                          (barks)
                  Woof!

                                GORDON
                  All right, little doggy. Sit up.
                         (as he does)
                  Now tell me who's in the sack next
                  door. Is it the scientist, Dr.
                  Escobar? Speak!

                                    McGRATH
                  Woof!   Woof!

                                GORDON
                  Speak words, dumb doggy! Tell me
                  the name of the man you kidnapped
                  him for...

                                                         (CONTINUED)

                                                               13.

24   CONTINUED:    (2)                                               24

     But McGrath doesn't answer. Gordon's Mesmer spiral slows
     to a stop. McGrath is coming out of the trance. McGrath
     starts to growl, rip at his/her petticoats.

                                 GORDON
                  Watch the swirling spiral!   Lie
                  down, bad dog!

     As Gordon notices that his contraption's failed...


25   OMITTED                                                         25


26   INT. FAT-CAN'S - BOUDOIR - GORDON/DORA                          26

     is busy trying to get the spiral going again, doesn't see
     McGrath reach for his boot knife. Just as the deranged
     general's about to plunge it into Gordon/Dora...

     ... the WINDOW EXPLODES. Jim West comes tumbling into
     the room, kicks the knife out of McGrath's hand in one
     smooth move. West rolls to his feet, fixes a gallant
     smile on Gordon/Dora.

                                WEST
                  Didn't mean to startle you, ma'am.
                  Looked like you could use some
                  help.

     It takes Gordon a moment to recover. He stares at this
     black Samaritan, obviously having no clue who he is.

                                GORDON
                         (clears throat to
                          recover falsetto)
                  Looks can be deceivin'... dark
                  stranger. I am perfectly fine.

     West quickly pats McGrath down, removes a revolver and
     his bag of gold coins.

                                WEST
                  I can see that, darlin'. Woman of
                  your caliber probably gets top
                  dollar, too. So here you go.
                         (flips her McGrath's
                          coin bag)
                  You can run along. I'll take care
                  of McGrath.

     As West sticks the barrel of his gun in McGrath's
     gramophone ear, Gordon's eyes pop.

                                                       (CONTINUED)

                                                             14.

26   CONTINUED:                                                    26

                                 GORDON/DORA
                  No!   I need him!

                                WEST
                  C'mon, lady. You got the money.
                  Have a little dignity.

     Gordon jerks West's gun hand away from McGrath's head
     just as the dog-soldier comes around. McGrath suddenly
     lunges at him.

                                McGRATH
                         (bellows ferociously)
                  West...!!!

     He drives his full weight into Jim's back, pushing him out
     into...


27   INT. FAT-CAN'S - UPSTAIRS HALL                                     27

     McGrath's rebel yell brings help from all directions.
     DOORS BANG open all along the hallway. Not just
     McGrath's men, but Hudson and his crew. A melee will
     ensue.

     West pushes the monster off of him, rolls as a BULLET
     SPLINTERS the WOOD where he just was. The SHOT STARTS...


     ANGLE - STAMPEDE OF SEMI-CLAD WHORES

     all screaming hysterically and heading for the exits.
     The beautiful young singer, who'd been coming up the
     stairs alone, is now swept back down them.

     Gordon, still in character, pushes his way upstream to the
     room where the scientist is held.


28   INT. FAT-CAN'S - ADJACENT ROOM - NIGHT                        28

     Hudson, his back turned, barking orders at his henchmen.

                                HUDSON
                  Get Escobar out of here!

     The henchmen heft the wriggling sack, when:

                                GORDON (O.S.)
                  Leave him right there.

                                                    (CONTINUED)

                                                             15.

28   CONTINUED:                                                    28

     Hudson whirls to see the gruff-talking Gordon/Dora holding
     the perfume bottle on him like it's a Colt 45. Now Gordon
     shakes one of the heavy bracelets off his wrist, CLICKS a
     LOCK, snapping it open. He's accessorized with custom
     handcuffs.

                                GORDON
                  Let's go, Hudson... hands!

     Hudson gives a sick little smile, reaches for his gun
     when... WSSSSHT!

     Gordon sprays him in the eyes with the second bulb of the
     atomizer. (The first Mace!) Hudson howls in pain, drops
     the gun, rubs his eyes madly with both hands.

                                  GORDON
                  Thank... you.

     Gordon starts to snap the cuffs on the perfectly
     presented wrists when...


29   FAT-CAN'S - UPSTAIRS HALL - WEST - NIGHT                           29

     brawling a dozen attackers. West spots McGrath trying to
     escape down the stairs. He uncorks a lethal kick, sending
     a thug flying through the doorway and into the back of
     Gordon.

     Gordon staggers, drops the perfume/mace BOTTLE which
     SHATTERS. Hudson recovers his vision enough to send a
     fist into Gordon's mascaraed face, pile-driving him back
     into the hall. While Hudson and his men make their
     escape down the back stairs with the scientist sack...


     CLOSE - WEST AND GORDON

     West is blocked from chasing McGrath, Gordon from going
     after Hudson. West tries to push her aside.

                                WEST
                  U.S. Army... Now get outta my
                  way, lady!

                                 GORDON
                         (the baritone
                          growl)
                  I'm no lady! I'm a U.S. Marshal!
                  You get out of my way!

     Gordon whip off his wig, reaches inside it for something.
     West blinks at the weirdness, reflexively draws his Colt.
     As Gordon withdraws not a gun, but a badge, from his
     wig...

                                                            16.

30   EXT. RISE ABOVE FAT CAN'S - CARRIAGE - NIGHT (SAME TIME)     30

     is waiting at the top of the hill beside the nitro wagon.
     Dr. Loveless is beside it, face still shadowed.


     INSIDE CARRIAGE - FAIR-SKINNED BEAUTY

     has opera glasses trained on the second story of Fat-
     Can's. Her name is LIPPENREIDER. And now we'll see why.

                             LIPPENREIDER
                      (in a monotone)
               Get out of my way... get out of my
               way... U.S. Army... U.S. Marshal.

                             LOVELESS
               Oh, dear...

     The lip-reading is interrupted by the arrival of...


     ANGLE - TOP OF INCLINE - HUDSON AND HIS HENCHMEN

     who come racing up with the scientist-in-the-sack.

                             HUDSON
               Federal agents inside, sir!

                              LOVELESS
               So Miss Lippenreider informs me.
                      (sighs)
               Still, I believe good manners
               dictate we should send out...

     His cane telescopes out and Loveless pokes the lynch pin
     out of the harness on the nitro wagon. Then he gives the
     wagon the slightest push.

                             LOVELESS
               ... the welcome wagon.

     Once started, the wagon rolls downhill, toward the back
     door of Fat-Can Candy's, picking up speed...

     Then, as his female coterie pulls the burlap sack into
     the carriage, Loveless steps in behind. And they're off.


31   INT. FAT CAN'S - UPSTAIRS HALL - NIGHT                       31

     West and Gordon, oblivious to the impending disaster...

                             WEST
               So now what...?

                                                    (CONTINUED)

                                                                17.

31   CONTINUED:                                                       31

     The answer is provided as the NITRO WAGON hits
     downstairs.

     KABOOOOOOM!!!    THEME MUSIC UP... as we roll...


32   MAIN TITLES                                                      32

     The titles are the familiar animated freeze frames from
     the TV show. In the two corners are our heroes -- Upper
     left shows West with his gun levelled toward... upper
     right -- Gordon with his wig in one hand and his badge in
     the other, pointed across toward West.

     The cowboy/agent in the middle square fights and defeats
     the various bad guys. Then as he exits, QUICK ZOOM ON
     main title: "THE WILD WILD WEST."

     PAN DOWN TO a sketch of a train caboose as TITLES END...


33   EXT. WASHINGTON, D.C. - DAY (1869)                               33

     West rides his magnificent black stallion down
     Pennsylvania Avenue.

     Besides horse-drawn carriages, West shares the dusty road
     with people on bicycles -- the latest craze. He finally
     pulls his steed up at his destination...


     EXT. WHITE HOUSE - DAY

     West dismounts, ties his horse to a hitching post and
     winces as he puts his weight on a sore leg.


34   INT. WHITE HOUSE - DAY                                           34

     West limps past black floor scrubbers. They stop working
     to marvel at this handsome black man dressed in custom
     cowboy duds walking in there like he owns the place.

     But not everybody's so impressed. As West heads toward
     the Oval Office, four self-important house detectives
     block his way.

                                HOUSE DETECTIVE
                  Whoa there, 'pardner.'
                         (as West stops)
                  Winning the war may have got you
                  forty acres and a mule, but you
                  can't just traipse into the
                  President's office. Now gimme
                  that gun.
                                                        (CONTINUED)

                                                               18.

34   CONTINUED:                                                      34

     He nods at the six gun on West's hip. West coolly flexes
     his hand above it, like he's about to draw...

                                 WEST
                  This gun?

     Then like lightning, with his other hand, he whips out a
     sawed-off shotgun hidden by his jacket. He pokes the
     12-gauge barrels up against Pinkerton's surprised crotch.

                                 WEST
                  Or this one?

     A voice stops the situation from escalating further.

                                 PRESIDENT GRANT (O.S.)
                  Gentlemen!

     The detective's head swivels around to see...


     ANGLE - OVAL OFFICE DOOR - PRESIDENT GRANT

     stands in the doorway.

                                PRESIDENT GRANT
                  Don't make Captain West any later
                  for his appointment than he
                  already is!

     The detectives back away from the hair-trigger cowboy as
     fast as they can. West reholsters the gun and
     continues...


35   INT. WHITE HOUSE - OVAL OFFICE                                  35

     President Grant goes over to his desk, lights a cigar.
     Backlit in the haze, the portly bearded figure lives up
     to the myth.

                                PRESIDENT GRANT
                  Been a lot of death threats lately
                  ... Cabinet made me hire some damn
                  detectives.
                         (by way of apology)
                  Drink, cigar?

                                WEST
                  Thank you, sir.

     West limps across the room to the bar, pours himself a
     glass of whiskey, takes a cigar out of the humidor.

                                                       (CONTINUED)

                                                               19.

35   CONTINUED:                                                      35

                                PRESIDENT GRANT
                  I hear you let General McGrath
                  get away?

     Now West's blood is up.

                                WEST
                  Sir, I had him right in my hands
                  when some half-a-sissy wearin' a
                  dress ruined...

                                PRESIDENT GRANT
                         (cuts him off)
                  Artemus Gordon.

                                WEST
                  You... know him?

                                 PRESIDENT GRANT
                  Of course I know him, he's the
                  best marshal I've got! He's a
                  genius.
                          (off West's
                           incredulous look)
                  Gordon has proven himself time and
                  again as a very cunning operator
                  with a rapacious intellect.
                  Nothing will stop him from
                  completing a mission for his
                  President... except the impulsive
                  actions of a headstrong cowboy!

     West just looks at him soberly. Draws his gun and
     places it against the President's head. Grant's eyes
     widen.

                                  WEST
                  Who are you?

                                PRESIDENT GRANT
                  I am the President of the United
                  States!

     West points the GUN to the ceiling and pulls the trigger.
     BLAM!!! As Grant jumps a foot and plaster rains down...

                                  WEST
                  Wrong answer.    Who are you?

                                PRESIDENT GRANT
                  I am the President of...
                         (as West cocks gun)
                  ... I'm Artemus Gordon.

                                                       (CONTINUED)

                                                               20.

35   CONTINUED:    (2)                                               35

     West lowers his gun, nods at Gordon's class ring.

                                WEST
                  The President went to West Point
                  ... not Harvard.

                                PRESIDENT GRANT (O.S.)
                  Will somebody tell me what the
                  hell this stunt is all about!?!


36   INT. WHITE HOUSE - OVAL OFFICE - SIDE DOORWAY -                 36
     PRESIDENT GRANT - DAY

     (the real one) stands in the doorway, hands on hips,
     surrounded by his house detectives -- their guns drawn.
     West nudges the fake Grant in the fake belly with his gun
     barrel -- go ahead. Sheepishly, Gordon starts peeling
     off his primitive, but effective, facial prosthetics.

                                GORDON
                  Sir, in perilous times like these,
                  I was simply illustrating how
                  someone impersonating you could
                  actually walk right into the very
                  bowels of the White House...

     Just as Gordon makes his intestinal allusion, West takes
     a ceremonial bayonet off Grant's desk and pokes a hole in
     the inflated bladder that was his fake paunch. The AIR
     HISSES out, finishes deflating with a flatulent R-R-RIP.
     (Hey, the first whoopee cushion?)

     Gordon scowls at him.

                                PRESIDENT GRANT
                  You're clever, Gordon. One day
                  it'll get you killed.

     West smirks as Grant looks up at the bullet hole in the
     ceiling, then fixes West with a disapproving eye.

                                PRESIDENT GRANT
                  ... And you, West -- not every
                  situation calls for your patented
                  approach of shoot first, shoot
                  later, shoot again -- then when
                  they're all dead, try to ask a
                  question or two.
                         (shakes his head)
                  Working together will be good for
                  both of you.

                                                       (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                          21.

36   CONTINUED:                                                       36

                                WEST AND GORDON
                  But, sir, I work...

                                PRESIDENT GRANT
                  You work the way your Commander In
                  Chief tells you to work.

     Grant turns and EXITS FRAME.


37   INT. WHITE HOUSE - WAR ROOM - CONTINUOUS ACTION - DAY            37

     The place is a buzzing intelligence operations center --
     state-of-the-art for the 1860's. Maps of the U.S. and
     the world are on the wall. Various staff and military
     people work CLACKING TELEGRAPHS, PRINTING MACHINES that
     GRIND out reports, etc.

     Grant stops at a display of daguerreotype photos, all
     depicting distinguished bewhiskered men.

                                PRESIDENT GRANT
                  Ten of our country's best
                  scientists... all kidnapped in the
                  last year. By General McGrath, it
                  now seems.
                         (turns to them)
                  The fact is, gentlemen, you've
                  both been working on the same
                  case all along. Why did it take
                  you so long to realize it?

                                WEST
                  Well, sir, one of us was still
                  trying to figure out if he was a
                  man or a woman.

     The detectives snicker over that one.    Grant's had
     enough.

                                PRESIDENT GRANT
                  I don't have time for this
                  bickering! One week, if we're to
                  believe this...

     Grant holds out a letter to Gordon and West.      Gordon
     snatches it, reads:

                                PRESIDENT GRANT
                         (reading)
                  'General Grant, the scientists
                  that you seek are in my employ --
                                (MORE)

                                                       (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                       21A.

37   CONTINUED:    (A1)                                             37

                                PRESIDENT GRANT (CONT'D)
                  -- Creating a weapons system
                  beyond the pale of contemporary
                  imagination. History and justice
                  are on my side. I suggest you put
                  your affairs in order. You have
                  one week before you will surrender
                  the U.S. Government.'

                                                     (CONTINUED)

                                                               22.

37   CONTINUED:                                                      37

                                PRESIDENT GRANT
                  This letter was delivered inside
                  this.

     An aide presents a glass case.     Inside is a cake in the
     shape of the White House.

                                GORDON
                         (reaching inside)
                  Marzipan, isn't it?

                                 PRESIDENT GRANT
                          (grabs his hand)
                  Wait!

     Suddenly dozens of deadly-looking spiders swarm out from
     inside the cake. Gordon jerks his hand back.

                                WEST
                  It's McGrath, sir. The South is
                  rising again. I'm gonna stop it.

                                GORDON
                  Sir, West's obsession aside,
                  McGrath may be a vicious killer,
                  but a mastermind he is not. So
                  whom do we seek? After consulting
                  with Intelligence...

                                WEST
                         (cuts him off)
                  McGrath's headed for New Orleans.
                  The longer we stand here talkin',
                  the farther away he gets. I don't
                  need 'Intelligence' to tell me
                  that.

                                 GORDON
                  Ah, so that would mean you rely on
                  ... Stupidity?

     Grant's had enough.

                                PRESIDENT GRANT
                  Gentlemen! I'm leaving today for
                  Utah where the transcontinental
                  railroads will be joined at
                  Promontory Point.

     Grant points to a map of the United States. The railroad
     lines have been drawn in... still a gap between them.

                                                       (CONTINUED)

                                                               23.

37   CONTINUED:    (2)                                               37

                                 PRESIDENT GRANT
                  For the first time the United
                  States will truly be united.
                         (turns, holds up
                          letter)
                  Someone wants us divided. Now
                  look, you two are the best I've
                  got. Put aside your differences
                  and stop this madman... whoever he
                  is. If you fail, well... we may
                  never know how great this country
                  could've been.
                         (snaps off a salute)
                  You have a week. Dismissed!

     They both return Grant's salute as the President stomps
     off. His AIDE now approaches.

                                AIDE
                  The President has put a private
                  train at your disposal. Engine
                  number five, track six.
                         (holds out a
                          wrapped box)
                  Mr. Gordon, the item you
                  requested.

     Gordon takes the box, hurries to catch up with West.


38   EXT. WHITE HOUSE - DAY                                          38

     West and Gordon, walking toward the hitching post. West
     is so beside himself he can barely untie his high-voltage
     stud. He glowers at Gordon who goes over to where...


     ANGLE - STRANGE-LOOKING BICYCLE

     Is parked on the other side of a bush. It has the
     customary big wheel in the front, little wheel in the
     back. (Hidden from sight is a motor on the front tire.
     Dual manifolds that sling under the rider's legs.)

     West shakes his head in disgust.

                                WEST
                  Figures.

                                GORDON
                  I call it the Bi-axle Nitro-
                  Combust...

                                                       (CONTINUED)

                                                           24.

38   CONTINUED:                                                  38

                                 WEST
                  Save it.   I've gotta train to
                  catch.

     West swings into the saddle. He looks at the SNORTING
     wild HORSE under him, then down at Gordon attaching the
     box onto the seat of his Nitro-whatever.

                                WEST
                         (snaps off a smug
                          salute)
                  Yee-haaa!!

     West spurs his horse and leaves Gordon in the proverbial
     cloud of dust.

     Although West's intentions are clear, for some reason,
     Gordon's in no particular hurry. He sighs, climbs on the
     bike, takes out a hankie and cleans a pair of goggles.
     Then, finally ready...

                                 GORDON
                  Avant!!!

     VROOOM! An ENGINE KICKS IN and Gordon rockets forward.
     (Yep, Artemus has invented the first motorcycle!) Fiery
     exhaust blasts out of the manifolds as the bike propels
     him down the street at about 60 mph right past...


     ANGLE ON WEST AND HIS STALLION

     who both look over in wide-eyed shock. The horse rears
     as Gordon SCREAMS by -- leaving them in a cloud of
     internal combustion.


39   EXT. C STREET TRAIN STATION - TRAIN ENGINE - DAY            39

     From in front, as it CHUGS TOWARDS us. Sitting up in the
     spanking new steam engine (No. 5) is a white-haired
     Coleman. The Wanderer is his pride and joy. Coleman
     pushes the throttle forward and the ENGINE ROARS PAST
     us... followed by a tender, and two gleaming passenger
     cars.

     Then comes West THUNDERING past in a desperate effort to
     catch up.

                                                   (CONTINUED)

                                                               25.

39   CONTINUED:                                                      39

     ANGLE - WITH WEST

     riding like hell. Getting the last ounce of speed out of
     his well-lathered steed, he finally pulls alongside the
     rear passenger car. He looks up... In the window, we see
     Gordon engrossed in what he's doing... which appears to
     be sewing.

                                WEST
                  Stop this train!! You hear me!?!

     If Gordon hears him, he pretends not to.    He just
     casually makes the next stitch.

     West's horse has had it. They're losing ground to the
     train. At the last second, West leans over at full
     gallop and grabs a handle on the side of the train. He
     swings out of the saddle, hanging on for dear life,
     blowing in the breeze like laundry.

     Finally, his boot finds a small metal plate to put its
     weight on. Just as West stands safely on it... whoosh!
     He flies up in the air and drops through a sliding
     partition in the roof.


40   INT. WANDERER - PARLOR CAR - DAY                                40

     The car is like a classy Victorian men's club. Bar
     stocked with crystal decanters, a pool table, decorative
     pistols on the wall, books, etc. Gordon, seated in a
     club chair, looks over as West falls from the ceiling
     into a seat. He's hot, dusty and very pissed off. He
     glowers at Gordon murderously.

                                GORDON
                         (calmly)
                  Thanks for dropping in.

                                 WEST
                  Forget the bikes, the beards, the
                  fake boobies. Put down the
                  needlepoint and let's settle
                  this like men!

     He takes off jacket, starts rolling up his sleeves.
     Gordon remains remarkably cool, continues sewing.

                                GORDON
                  As a matter of clarification, this
                  isn't needlepoint. This is.

     He shows him some real needlepoint.

                                                       (CONTINUED)

                                                               26.

40   CONTINUED:                                                      40

                                GORDON
                  Right now, I'm putting the final
                  touches on a new invention of my
                  creation. I call it... The
                  Impermeable. It's a vest that,
                  when worn under the clothing, can
                  stop any modern bullet fired even
                  at close range.

     West draws his gun, aims it at Gordon's stomach and cocks
     the trigger.

                                 WEST
                  Really?

     Gordon quickly pulls the vest away from his stomach.

                                GORDON
                  But it hasn't been really
                  tested empirically yet.

                                 WEST
                  Get up!

     West takes off his guns and puts them on the table.

                                GORDON
                         (yawn, yawn)
                  Guns. I find them so primitive
                  and unnecessary... if one has done
                  one's proper planning.

                                 WEST
                  Yeah?   How do you feel about a
                  fist?

     Gordon puts down The Impermeable, stands with a weary
     sigh.

                                GORDON
                  I must tell you, Mr. West, I've
                  always felt that allowing a
                  situation to degenerate into
                  physical violence is a failure on
                  my part.

                                WEST
                  Well then, 'Mr.' Gordon, you
                  failed.

     Whap! West unleashes a lightning punch that drives
     Gordon across the train car. He dabs at his bloody lip.

                                                       (CONTINUED)

                                                              27.

40   CONTINUED:    (2)                                              40

                                GORDON
                  I'm sorry, Mr. West, you brought
                  this on yourself.

     Then to West's utter amazement, Gordon puts his hands
     together as if praying while at the same time, crooking
     his right leg stork-like. Is this some kind of martial
     art? Then, he bends at the waist, and like a ballet
     dancer, extends his leg out to the wall and flips a
     switch.

     It immediately triggers a leather hammer to swing down
     from the ceiling. It whacks West on the side of the
     head, and sends him spinning back onto the pool table.


     ANGLE ON POOL TABLE - WEST

     shakes it off and is about to attack again. Gordon
     calmly pokes a hidden button. Suddenly the pool table
     revolves. West is gone.

                                GORDON
                  I love this train!


41   EXT. UNDERNEATH WANDERER - DAY                                 41

     West, eyes wide, is clinging on for dear life, staring at
     the ties racing by, inches from his face.


42   INT. WANDERER - PARLOR CAR - GORDON                            42

     Gordon pours a fine Bordeaux, speaks loudly toward floor.

                                GORDON
                  The President asked for my
                  suggestions on how to make the
                  Wanderer both comfortable and
                  functional...

     As he swishes the wine in his mouth...


43   EXT. UNDER WANDERER - DAY (SAME TIME)                          43

     West reaches up to get a handhold in the myriad of tubes
     and wires on the underside of the car. As he rips one
     tube out of the undercarriage...

                                                              28.

44   INT. WANDERER - PARLOR CAR - DAY                               44

     Gordon has just settled into the club chair, puts his wine
     down on the table.

                             GORDON
               And while you're down there,
               you may want to avail yourself
               of my Sub-carriage Inter-rail
               Egressor...

     Suddenly SHACKLES SNAP out of the arms of the chair,
     pinning Gordon's wrists. Before he knows what hit him,
     the floor opens and the club chair disappears.


45   EXT. UNDER WANDERER - DAY                                      45

     Gordon appears upside down in the chair, chagrined at
     his predicament. West looks from the escape trolley
     Gordon was talking about back to his partner.

                             WEST
               Only one doin' any 'egressin'
               is gonna be you.

                             GORDON
                      (wide-eyed)
               Perhaps the President was right
               about us putting aside our petty
               differences.
                      (recites above the
                       CLATTER)
               'The opposite is beneficial, from
               things that differ comes the
               fairest attunement.' Aristotle.

     Suddenly they flip OUT OF FRAME and back into the car,
     shocked to find themselves facing...


46   INT. WANDERER - PARLOR CAR - DAY                               46

     Coleman's a scowling, grizzled old man in a coal-stained
     suit. He's got a fire in his eye, brown spittle in the
     corner of his mouth where a cigarette butt lives
     permanently, and a large copper pot in his hand.

                             COLEMAN
               Knock each other about all ya
               please, but harm my train and
               I'll douse ya like dogs.

     He threatens them with the pot of steaming liquid.   Now,
     for the first time, Gordon really looks troubled.

                                                   (CONTINUED)

                                                              29.

46   CONTINUED:                                                     46

                                GORDON
                  That's my veal reduction sauce!

                                 COLEMAN
                  Well then, let's get on about our
                  business, shall we, gentlemen?
                  Now, where to?

                                 WEST
                  New Orleans.

                                GORDON
                  Shall we let Professor Morton
                  decide?

                                 WEST
                  Who?


47   INT. WANDERER LAB CAR - DUSK                                   47

     A severed human head is in a vise.

                                GORDON
                  Meet Professor Thaddeus Morton,
                  expert in the field of metallurgy
                  ... discovered in a field of
                  alfalfa. Kidnapped from M.I.T.
                  six months ago.

     West looks from the head to the open box.

                                WEST
                  That's a man's head!

     Gordon holds up a strange, circular metallic object.

                                 GORDON
                  ... And this magnetic collar was
                  around it when his body was
                  discovered. Haven't figured that
                  one out yet...

     But West is still staring in disbelief at the head.

                                WEST
                  That's a man's head.

     Gordon starts fiddling with a lantern positioned behind
     the head.

                                                      (CONTINUED)

                                                               30.

47   CONTINUED:                                                      47

                                GORDON
                  According to the Retinal Terminus
                  Theory... a dying person's last
                  conscious image is burned into the
                  back of the eyeball like a
                  photograph.   Perhaps there's a
                  clue there...

     Excited, Gordon turns on the lantern attached to the back
     of his head. Beams of light are coming through his
     eyeballs, creating a blurry color image on the wall.

                                GORDON
                  Morton's last image!

                                WEST
                  That's a man's head!

     West turns his head sideways to try to view the inverted
     image projected on the wall. Gordon realizes the
     problem.

                                GORDON
                  Ah. The refraction of the lenses
                  causes the image to appear upside
                  down. We simply...

     He turns Morton's head in the vise.      It's right side up,
     but still blurry.


     ANGLE ON WALL - FUZZY IMAGE

     appears. It's a man who has a tiny Victrola horn for an
     ear. He's holding a bloody metal boomerang.

                                  WEST
                  It's McGrath.    I was right all
                  along.

     Gordon sees something in McGrath's pocket.

                                GORDON
                  He seems to have something in his
                  pocket... too fuzzy to read,
                  though...

     Gordon drums his fingers on his great frontal lobe,
     stymied.

                                GORDON
                  Mortification of the aqueous humor
                  seems to have led to the loss
                  of...

                                                       (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                           31.

47   CONTINUED:    (2)                                            47

                                 WEST
                  ... glasses.

     West takes the bifocals out of the box, casually puts them
     on Morton's nose. West now gestures to the wall.


     CLOSE - IMAGE ON WALL

     The white blur in the man's pocket is now focused. We
     can see that it's the top of a piece of paper. He reads
     the writing on it.

                                WEST
                  'Friends of the South! Come to
                  a Surprise Costume Ball. April
                  14, eight-thirty. 346 Garden
                  Street... '
                         (lowers glasses,
                          looks up)
                  Like I said.... New Orleans.


48   EXT. NEW ORLEANS TRAIN SIDING - NIGHT                        48

     We see the Wanderer parked on the siding as we hear voices
     over.

                                GORDON (V.O.)
                  How about this? You could come
                  as my man servant?


49   INT. WANDERER - LAB CAR - NIGHT                              49

     Gordon has his wardrobe open. Selected from his vast
     array of costumes and disguises is a full livery outfit.

                                GORDON
                  How about this? You could come
                  as my man servant.

                                WEST
                         (slave voice)
                  Oh yes, Massa Gordon, dats what
                  I'll do. And I'll jus' smile
                  and do as I's tole so those
                  people won' ever know that I
                  would rather shoot myself in
                  the head than play your god
                  damned man servant!

     West is right in Gordon's face.

                                                    (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                               32.

49   CONTINUED:                                                       49

                                GORDON
                  I have a horse costume.
                         (then, cheery)
                  You could be the head.

                                WEST
                  The only thing I need to wear is
                  this.

     West straps on his holster.

                                GORDON
                  Okay, if you insist on carrying a
                  firearm, I have something I think
                  you'll find intriguing...

     Gordon displays a belt with a silver buckle. He taps the
     buckle... a Derringer pops out. West stares, impressed.

                                GORDON
                  And it would go nicely with this...

     Gordon takes out a sequined dress, holds the Derringer up
     against it.

                                WEST
                  Jim West does not wear a dress.

                                GORDON
                  Then what's your plan?

                                WEST
                  How 'bout this: I'll go as a
                  government agent who's gonna
                  kill McGrath.

                                GORDON
                  An armed, Negro cowboy costume,
                  how creative. In a room full of
                  white Southerners, you oughtta
                  fit right in. You might even win
                  first prize!

     West starts to walk away.    Gordon grabs him.

                                 GORDON
                  Listen to me. The art of disguise
                  is what's going to get us into
                  that party, thus allowing us to
                  find these kidnapped scientists
                  before they're forced to create
                  something that will destroy this
                  great country.
                                 (MORE)

                                                        (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                                33.

49   CONTINUED:    (2)                                                 49

                                GORDON (CONT'D)
                  Now you and I are the chosen ones,
                  Jim. We're under direct orders
                  from the President himself. And
                  our mission is clear: Save our
                  country. Our freedom is at stake
                  and this is our duty as men. Now,
                  you go as a riverboat captain and
                  I'll be a saloon girl.

                                WEST
                  Let me tell you a little something
                  about beloved 'art of disguise'...
                  That night at Fat-Can's, I knew you
                  weren't a woman.

                                GORDON
                  But I was propositioned by three
                  men.

                                WEST
                  Gordon, you looked nasty. Your
                  breasts were all hard and stiff,
                  and were sticking straight out
                  like two rusty cannons on a
                  sunken ship.

     Gordon grabs his fake breasts off the rack.       He puts
     them on.

                                GORDON
                  These are a work of art.
                  Scientifically and aesthetically
                  perfect.

                                WEST
                  They look like shit.

                                GORDON
                  Touch them.

                                WEST
                  I don't wanna touch 'em.   I can
                  see I don't like 'em.

                                GORDON
                  What, are you afraid you're
                  wrong? Touch my breasts.

     West touches Gordon's fake breasts.

                                                        (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                             33A.

49   CONTINUED:    (3)                                               49

     ANGLE - COLEMAN

     walking through the next car, carrying a tray of tea.
     Gordon's last line got his attention. What the...?
     Coleman peeks around the corner to see West eyeing
     Gordon's "chest."

                                COLEMAN
                         (to himself)
                  I knew it. Well, I'll have no
                  part of it!

     Coleman shakes his head and walks off.


     ANGLE - WEST AND GORDON

     West is thwapping Gordon's breasts.

                                WEST
                  There, Gordon, you happy?
                  I'm touching your breasts.

                                  GORDON
                  Not so rough.    The buckwheat'll
                  come out.

                                 WEST
                  Buckwheat?   That's your problem.

     West takes one of the cow udders out of Gordon's bodice
     and dumps the buckwheat onto the ground.

                                GORDON
                  What are you doing?

     West goes over to a wash basin, picks up a water pitcher
     and fills the cow bladder. West squeezes the cow bladder
     shut and holds it up to his chest.

                                WEST
                  Now, squeeze this. This is what a
                  breast should feel like.


     ANGLE - COLEMAN

     Passing back through the next car. When he hears that
     last line, he can't believe it. He peeks in again to
     see...

                                  GORDON
                  Whoa...

                                                      (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                             33B.

49   CONTINUED:    (4)                                               49

                                WEST
                  Isn't that nice?

                                 GORDON
                  Very nice.

     Coleman's mouth drops.     He's sweating.

                                WEST
                  Now touch yourself.

                                 GORDON
                  You win.   I'm hard.

                                COLEMAN
                         (disgusted)
                  Federal officers, bah!

     Coleman walks off, shaking his head.


     BACK TO SCENE

     Suddenly, Gordon shoots the cuffs off his jacket. Out of
     one sleeve comes a pen. Out the other, a small pad of
     paper. They are both connected to a spring-loaded metal
     gizmo up his sleeve. West reacts, drawing his pistol up
     into Gordon's face.

                                GORDON
                  I was just going to jot down a
                  thought.

                                WEST
                  You know something, that's a good
                  place to put a gun.

                                GORDON
                  But then, where would I keep my
                  notepad.

                                WEST
                  You know, Artemus, I think you
                  underestimate the convenience of a
                  pocket.


50   EXT. LOVELESS MANSION (NEW ORLEANS) - CARRIAGE - NIGHT          50

     carrying some costumed swells pass through wrought-iron
     gates guarded by some of McGrath's ex-Rebs. FOLLOW it up
     a Spanish moss-draped drive to a huge Garden District
     mansion. As the carriage pulls to a stop in front...

     WILD WILD WEST - Rev. 4/9/99                            33C.

51   EXT. LOVELESS MANSION - CARRIAGE - NIGHT                       51

     Jim West drops to the ground from where he'd hitched a
     ride underneath. He rolls into the shadows of the house.
     When he stands, he's face to face with a huge GUARD with
     a gun.

                             GUARD
               You got about as much chance of
               havin' an invitation as him.

     He smirks at a lawn jockey.    West reaches into his coat.

                             WEST
               Matter of fact, got it right here.

     He withdraws his hand. While the Guard squints at his
     empty palm, West grabs his head with his other hand and
     smacks it into the lawn jockey's fist... clang! West
     leans the cold-cocked Guard against the house, uses his
     shoulder as a step, boosting him up to...

                                                             34.

52   EXT. LOVELESS MANSION - BALCONY - NIGHT                       52

     West grabs the ironwork underneath and acrobatically
     swings himself over the rail. As he BREAKS the PANE on
     the French door with his gun butt...


53   INT. LOVELESS MANSION - UPSTAIRS ROOM - NIGHT                 53

     West lets himself in. Then just as he's about to part
     the heavy drapes... he hears women's voices approaching.

                             WOMAN (O.S.)
                      (in a Spanish
                       accent)
               Hey... get your hands off me!

     Now Miss Lippenreider, Amazonia and Munitia (bewigged and
     wearing costumes) wrangle a beautiful and defiant Latina
     into the room. When she turns we recognize she's the
     singer from Fat-Can's. Rita is in her early 20s, wearing
     a 19th-Century camisole so scanty, it makes it hard to
     concentrate on what she's saying.

                             RITA
               Put me in the dungeon with all
               those smelly, dirty bearded men
               ... but I am not goin' in there.

                             AMAZONIA
               You applied for the position.

                             RITA
               Yeah, a standing up position.   I'm
               an entertainer, not a...

     Amazonia grabs her by the throat, choking the word off.

                             MISS LIPPENREIDER
               Do not be selfish and stupid. He
               always spoils his new girl.

                             RITA
               Yeah. Well gimme a simple diamond
               bracelet instead of that...


     POV - THROUGH DOOR - INTO BEDROOM

     A ramp leads to a large bed. A leather and steel
     prosthesis is hanging from pulleys attached to the
     ceiling.

                             MUNITIA
               It is not so bad... once the metal
               warms up.

                                                     (CONTINUED)

                                                               35.

53   CONTINUED:                                                      53

     Amazonia just picks her up and drags the hapless Rita
     into the room. West emerges from behind the curtains,
     shakes his head. Weird. He eases out the door and
     into...


54   INT. LOVELESS MANSION - UPSTAIRS HALLWAY - NIGHT                54

     West hears the PARTY DIN coming from down below.     He
     goes to the balcony.


     WEST'S POV - OVER STAIR LANDING - DOWNSTAIRS

     The scene below is hallucinogenically surreal. A Babel
     of foreign languages is the first thing that strikes us.
     Avant garde MUSIC is coming from two 10x10 quartet boxes
     on either side of the room to create stereo.

                                SULTRY WOMAN (O.S.)
                  An authentic cowboy outfit...
                  complete with six-guns!

     West turns to see who busted him. Coming his way is a
     ravishing Chinese girl dressed up as a DRAGON LADY.

                                DRAGON LADY
                  What a terribly clever costume,
                  Mr...?

                                 WEST
                  ... West.   Jim West.

                                DRAGON LADY
                  Well... West meets East. Mae Lee
                  East.
                         (holds out
                          delicate hand)
                  Are you here alone, Mr. West?

                                WEST
                  Actually I'm, uh trying to
                  surprise an old friend -- General
                  McGrath. Seen him around
                  anywhere?

                                MISS EAST (DRAGON LADY)
                  I don't believe that name was on
                  our guest list. And I would know.
                  I'm Dr. Loveless's personal
                  assistant.

     The name means something to West.

                                                      (CONTINUED)

                                                              36.

54   CONTINUED:                                                     54

                                WEST
                  Dr. Arliss Loveless...? One of
                  the great founders of the
                  Confederacy with Jefferson Davis.
                  Funny how most people think he's
                  dead.

                                MISS EAST
                  Tonight's his coming-out party.

     We FOLLOW them as she takes his arm and leads him down
     the stairs, into the party.


55   INT. LOVELESS MANSION - DOWNSTAIRS - PARTY - NIGHT             55

     West surveys the crowd.

                                MISS EAST
                  See anybody that looks familiar?

     West scans the room.    Stops.

                                WEST
                  Matter of fact, I do.


     WEST'S POV - WOMAN WITH BIG HAIR

     She's got the mole, too.    Gordon has apparently encored
     his Soiled Dove get-up.

     Miss East sees who he's looking at. She makes a pouty
     face as there's a flourish from the STEREO QUARTET.

                                MISS EAST
                  I'm... jealous.
                         (blows a little
                          kiss at him)
                  Meet me later... in the foyer.

     West watches as she joins...


56   INT. LOVELESS MANSION - DOWNSTAIRS - PARTY - REST OF           56
     LOVELESS' WOMEN - NIGHT

     Miss East leads them in a sober rendition of "The Battle
     Hymn of the Republic" in front of a large doorway.

                                DISTAFF CORPS
                         (singing)
                  'Mine eyes have seen the glory
                   Of the coming of the Lord...'

                                                      (CONTINUED)

                                                               37.

56   CONTINUED:                                                      56

     From behind the doors we hear the WHIR of an ELEVATOR.
     It stops with a CLUNK. Suddenly...


     NEW ANGLE - DOORWAY

     bursts open and Abraham Lincoln in a mini-float appears.
     It's decked out like Lincoln's box at Ford's theater. On
     its own power, it moves past the laughing party-goers in
     the foyer. Now the women throw grapes on the floor.

                                DISTAFF CORPS
                         (singing)
                  'He has trampled down the vintage
                   Where the grapes of wrath are
                   stored!'


     WEST'S POV - ANGLE ON WHEELS OF WHEELCHAIR

     are what's trampling down the vintage. West takes in the
     whole man. Very curious. Then suddenly... KABOOM!


     ANGLE ON ABE'S HEAD

     It explodes like a pinata. Up from the hole in his neck
     peeps... DR. ARLISS LOVELESS.

                                LOVELESS
                         (impishly)
                  Don't you just hate that song?

     The Southern crowd gasps at Loveless's dramatic appearance.

                                LOVELESS
                  Why, y'all look like you've seen a
                  ghost! It's me, dear friends,
                  alive and kicking! Well, alive,
                  anyway...

     As he giggles, the distaff corps surround him and remove
     the Lincoln paraphernalia. Then step aside, revealing...


     NEW ANGLE - DR. LOVELESS

     is half a man. Literally. Cut off at the waist and
     mounted on a wheelchair platform that is powered by an
     engine, he is a man bereft of tuchus, kishkes and
     everything else in that vicinity that makes life
     interesting.

                                                       (CONTINUED)

                                                               38.

56   CONTINUED:    (2)                                               56

                                LOVELESS
                         (chuckles)
                  We may've lost the war, but heaven
                  knows... we haven't lost our sense
                  of humor!

     Dr. Loveless looks down at himself, smoothes half of his
     Fritz Lang Metropolis-style suit. His face turns dark as
     he surveys the crowd.

                                LOVELESS
                  Not even when we've lost a lung...
                  a spleen... a bladder... two
                  legs... thirty-five feet of small
                  intestine and our ability to
                  reproduce...
                         (like a preacher)
                  All in the name of the South...
                         (then quietly)
                  ... do we lose our sense of humor.

     You can hear a pin drop.    Loveless turns to the foreign
     dignitaries.

                                LOVELESS
                  I owe a deep debt of gratitude to
                  my friends across the sea for
                  their comfort and... succor.

     He suddenly seems distracted by the comely beauties that
     surround him. Then abruptly, manically...

                                LOVELESS
                  So...! Mi casa es su casa! Ma
                  maison est a vous! Let the party
                  begin!!!

     Loveless signals to the quartets to resume playing. Miss
     East leans down and whispers in his ear. Loveless looks
     in West's direction.

     Now Loveless wheels over to West. West isn't hiding.
     He's cocky in the face of rolling danger.

                                LOVELESS
                  Mr. West, how nice of you to join
                  us tonight... and add color to
                  these monochromatic proceedings.

     West keeps a lid on his temper.    Two can play at this
     game.

                                                       (CONTINUED)

                                                               39.

56   CONTINUED:    (3)                                               56

                                WEST
                  Well, when a man comes back from
                  the dead, it's an occasion to
                  stand and be counted.

     Loveless smiles slightly.

                                LOVELESS
                  Miss East informs me that you were
                  expecting to meet General McGrath
                  here. I knew him years ago... but
                  haven't seen him in a coon's age.

                                WEST
                  I bet a man like yourself would
                  find it difficult to keep in touch
                  with even half the people you
                  know.

     Danger flickers in Loveless's eyes.    He looks to Miss
     East.

                                LOVELESS
                  Perhaps the lovely Miss East will
                  keep you from being a slave to
                  your disappointment.

                                WEST
                  Well, you know beautiful women...
                  they encourage you one second, cut
                  the legs out from under you the
                  next.

     Loveless's face drops. He is no longer amused. Miss
     East winks at West, then accompanies Loveless in the
     direction of the study where...


57   INT. LOVELESS MANSION - OUTSIDE STUDY - NIGHT                   57

     General McGrath waits impatiently. He takes two
     champagnes off a passing tray, guzzles them, then
     wipes his mouth on Dolly Madison's bustle. As his
     eyes sweep the room...


     ANGLE - WEST

     He ducks behind a mountain man carrying the French
     tricolor. When Loveless and General McGrath disappear
     into the study and close the door, West eases after
     them. He pauses as he passes the "Soiled Dove," leans
     into her big bouffant. He regards a stained-glass window
     patterned with a spider over her shoulder.

                                                       (CONTINUED)

                                                              40.

57   CONTINUED:                                                     57

                                WEST
                  Hey, honey... I see a big ole
                  spider up on the wall. Hope it
                  doesn't drop down your pretty
                  dress.

     As the Soiled Dove jumps a little, West continues over to
     the study door. Now the Soiled Dove turns, and we see
     the scared/confused expression. Maybe it's because she
     is not Artemus.


     ANGLE - GORDON - ACROSS ROOM

     He's the mountain man in the fringe jacket. And right
     now he's shaking his head as he watches West resort to a
     decidedly low-tech surveillance method of Loveless's
     study.

                                GORDON
                  Peeking through the keyhole...?
                  So 18th Century.


58   INT. LOVELESS MANSION - STUDY - WEST'S POV THROUGH             58
     KEYHOLE - NIGHT

     McGrath paces in front of Loveless's desk.

                                McGRATH
                  Dr. Loveless, my men are ready to
                  go to war with no weapons to
                  fight. Ever since the nitro and
                  the guns were destroyed at Fat-
                  Can's, lice and demoralization
                  have set in!

                                LOVELESS
                  Your men will have their weapons
                  tonight. And my promise that they
                  will be part of the greatest
                  military victory of this century!

     McGrath's face relaxes into a pyorrheic grin.

                                McGRATH
                  Oh, you're a pip, sir! I'd follow
                  you into the maw of Cerberus
                  himself!

     Loveless takes pencil in hand and draws a map on the
     desk.

                                                      (CONTINUED)

                                                              41.

58   CONTINUED:                                                     58

                                LOVELESS
                  And so you shall.
                         (makes an X)
                  Have your men here at... 10
                  o'clock tonight.

     Loveless wheels his chair toward the door with McGrath
     behind him folding up the map...


59   INT. LOVELESS MANSION - OUTSIDE STUDY - WEST - NIGHT           59

     ducks out of the way as Loveless and McGrath emerge from
     the study. As they disappear into the throng of well-
     wishers, West takes a thin lock-pick out of his hat band.
     It takes him a moment or two, but the LOCK finally
     CLICKS. Then West slips inside, apparently undetected --
     except by an unimpressed Gordon.


60   INT. LOVELESS MANSION - STUDY - WEST - NIGHT                   60

     moves quickly to the desk past walls filled with oil
     portraits of various Loveless relatives. The one behind
     the desk is in the style of Gainsborough. A Loveless
     uncle is standing on a windswept grouse moor, two English
     setters by his side, a Holland and Holland double held in
     the crook of his arm.

     West turns his attention to the desk blotter. There's a
     faint imprint where Loveless drew the map. West takes
     his penknife and a pencil -- grates some graphite into
     the depressions. He's just about to do a rubbing on a
     piece of paper when... someone swipes it out of his hand.


     ANGLE ON MISS EAST

     Hands on hips, she gives him a "naughty, naughty" look.

                                MISS EAST
                  I said to meet me in the foyer.

                                WEST
                  Oh, the foy-aay. Sorry, I've
                  never been much good at French.

     But instead of scolding him further, Miss East plants an
     over-heated kiss on him. Tongues are involved. As they
     break, she gives a little nod of approval.

                                MISS EAST
                  Au contraire...

                                                    (CONTINUED)

                                                              42.

60   CONTINUED:                                                     60

     She pushes him down into Dr. Loveless's chair.

                                MISS EAST
                  So let's see, Mr. West... are you
                  a dangerous spy of some sort? Or
                  just a handsome cowboy who likes
                  to... poke around.

                                WEST
                  Um... that second one.

     She starts to undo the buttons of his trousers. But
     West has a job to do. Well, maybe he can do two jobs at
     once...


61   INT. LOVELESS MANSION - PARTY - GORDON - SAME TIME -           61
     NIGHT

     is being the perfect party guest, moving through the
     crowd chit-chatting with this person and that (in
     French, Spanish, German) when he sees something of
     interest.

     Munitia and Lippenreider come out of an upstairs bedroom,
     lock it behind them. Hmmm. What's in there? As he
     starts upstairs, Amazonia appears, blocking his way.

                                GORDON
                  Howdy there... big sturdy gal.
                  Yer dance card full?

     Amazonia stares at him, then spiels off a couple lines
     in a foreign language that makes Gordon's eyes widen.
     He understands what she said and it's not flattering.
     Gordon moves off in a shock.


62   INT. LOVELESS MANSION - STUDY - WEST AND EAST - NIGHT          62

     are locked in a passionate embrace. West manages to
     position her nearly-naked rear end over the graphite
     powder. Very carefully, he stands, pushing her buttocks
     onto the desk and then rolling her off. The imprint on
     her left cheek is perfect. But unfortunately, it's
     backwards!


     CLOSE - WEST

     Damn. He lets Miss East concentrate on what she's doing,
     which from the SOUNDS O.S., doesn't appear to be a
     demonstration of the correct way to butter corn.

                                                      (CONTINUED)

                                                              43.

62   CONTINUED:                                                     62

     West spies a mirror on the other side of the room and
     raises her ass up into position so he can see the
     corrected reflection.


     ANGLE ON MIRROR - MAP

     COMES INTO VIEW. It clearly shows the meeting place to
     be Malheureux Point, northeast of New Orleans. But the
     mirror reflects something else of interest...


63   INT. LOVELESS MANSION - STUDY - PAINTING - NIGHT               63

     The painting behind him has come to life. The Loveless
     in the painting swings a real shotgun around and is
     pointing it at the back of West's head.


     CLOSE - WEST

     suddenly contorts his upper torso just as an EXPLOSION
     rips the back of the chair where his head would have
     been.

     He draws and SHOOTS the would-be assassin, who falls out
     of the painting, dead. West turns to see...


     ANGLE ON MISS EAST

     A surprised look on her face. A hole in her forehead.
     He lowers her head gently to the ground, regards her
     map-imprinted rear end.

                                WEST
                  Thanks for helpin' me get to the
                  bottom of this case.


64   EXT. LOVELESS MANSION - OUTSIDE STUDY - WEST - NIGHT           64

     emerges just as a Kentucky reel starts up. He weaves his
     way through the dance floor and spots the Soiled Dove
     look-alike out on the floor. West reluctantly
     straightens his shoulders and cuts in. This bold move
     gets some looks of disapproval from the pecan pie crowd.


     ANGLE ON WEST AND SOILED DOVE RINGER

     dancing. Both look straight ahead, not at each other.
     West so as not to attract any more attention. His partner
     because she's scared shitless of this strange Negro who
     keeps hounding her.
                                                   (CONTINUED)

                                                               44.

64   CONTINUED:                                                      64

                                 WEST
                  Real impressed the way you got the
                  dance floor staked out. Maybe one
                  of your missin' scientists'll cut
                  in.
                         (dip)
                  Thought you should know that while
                  you were trying to decide what
                  shoes to wear tonight...
                         (twirl)
                  I found that our host, Dr.
                  Loveless...

     West looks over to where Loveless is leading a contingent
     of foreigners out a side exit.

                                WEST
                  ... is meeting McGrath and his
                  troops at Malheureux Point in an
                  hour.
                         (bends her back)
                  So you enjoy the party. I'm gonna
                  go save the Republic.

     The Soiled Dove look-alike is speechless.    Before he
     goes, West leans in, smirks.

                                WEST
                  But I will say, good work on your
                  bladders tonight... they're damn
                  perky.

     And just to dig the grave deeper, West lays hands on them
     and gives them a little squeeze. This immediately
     elicits a scream and a slap in the face that shocks the
     bejesus out of the black cowboy. And he's not the only
     one.


     ANGLE ON CROWD

     staring at him. We know what they're thinking, but the
     Mountain Man behind West says it for everyone.

                                GORDON/MOUNTAIN MAN
                  Hang him!

     And with that, Gordon opens his deerskin jacket to reveal
     his own rope, which he throws to the mob. West looks
     back at the character in amazement. That's Gordon?!
     Before West can say or do anything, guns are at his
     temple, and he's swept out of the room.

                                                       (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                              45.

64   CONTINUED:    (2)                                               64

     Gordon calmly straightens his coonskin cap, seemingly
     uninterested in West's imminent hanging. In the hubbub
     of everyone rushing out for the hanging, Gordon heads up
     the unguarded stairs to the locked room.

     As he pulls out his high tech auto-wind lock-pick and
     quickly gains entrance to the door...


65   EXT. LOVELESS MANSION - COURTYARD - NIGHT                       65

     Hand-held torches illuminate. The rope is tossed over a
     lamp post. PAN DOWN TO where one of the mob, dressed as
     GEORGE WASHINGTON, is binding West's hands behind his
     back.

                                GEORGE WASHINGTON
                  Looks like we're gonna have to
                  teach y'all a little lesson on how
                  to behave in polite society.

                                WEST
                  Don't grab a white lady's boobies
                  at the big redneck dance. Is that
                  the lesson? Well, I learned it.
                  Don't scratch your head with the
                  shrimp fork. I got that one too.
                  So whaddaya say we call this off?


66   INT. LOVELESS MANSION - UPSTAIRS BEDROOM - GORDON -             66
     NIGHT

     eases in, stops at what he sees. And it sure ain't
     scientists. Beside the bed, locked in an iron disco-like
     cage, is Rita, still wearing her scanty outfit. Gordon
     squints at her, gives a charming smile.

                                GORDON
                  I feel as if we know each other
                  from someplace...?

                                RITA
                  Try again, buster...!

     She takes a breath as if she's going to start screaming.
     Gordon quickly holds up a hand.

                                                       (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                         46.

66   CONTINUED:                                                      66

                                GORDON
                  Ma'am, please! While I realize I
                  look like something straight out
                  of James Fenimore Cooper... I mean
                  you no harm. My name is Artemus
                  Gordon. And you look like you're
                  in trouble.

                                      RITA
                            (dryly)
                  Really?

     To Rita's amazement, Gordon opens his jacket and
     unbuttons his vest to reveal... a complete miniature tool
     shop. Quickly he pulls out a thin cable and attaches it
     to a tiny wheel on the spur of one of his boots.

                                 RITA
                  I'm Rita. I was hired here as an
                  entertainer. Not that I'm
                  complaining, but what are you
                  doin' in here?

                                GORDON
                         (looking up miles
                          of leg)
                  Looking for some missing
                  scientists... not that I'm
                  complaining.

     Gordon unsnaps the sole of his shoe. It becomes a pedal
     that operates the wheels' rotation. Now he removes a bit
     and handle from his vest and attaches the cable. Starts
     to pump his foot. It's a foot-powered drill.

                                GORDON
                  I'm a special U.S. Marshal on
                  assignment from the President.

                                RITA
                         (almost impressed)
                  If you're so special, how come
                  you're lookin' up here when
                  Loveless has 'em all workin' down
                  in the dungeon?
                         (rattles bars
                          impatiently)
                  Get me out of here and I'll take
                  you down there.

                                                       (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                            47.

66   CONTINUED:    (2)                                             66

                                GORDON
                  Too late. The 'dungeon' is
                  cleaned out. It was the first
                  place I checked, right after I
                  sampled the gumbo. Bit heavy on
                  the okra.

     But Rita isn't listening to the food review. Her mind's
     racing. Finally, the LOCK CLICKS and the cage door
     swings open. Gordon takes the distressed damsel in his
     arms, lifts her out.

                                 RITA
                         (suddenly a coquettish
                          smile)
                  Thank you... Artemus, was it?

                                GORDON
                  One doesn't forget a smile like
                  that. Now where in the world was
                  it...? Have you ever played the
                  Empire Room... the Bijou Cafe
                  perhaps...?


67   EXT. LOVELESS MANSION - COURTYARD - NIGHT (SAME TIME)         67

     West is lifted onto the back of a wagon. With the noose
     dangling in front of his nose, West addresses the crowd.

                                WEST
                  Can I have everyone's attention
                  please. I think we've had a
                  series of major misunderstandings
                  and I'd like to take a moment to
                  clear them up. First, the whole
                  drumming on the boobies thing.
                  In my native land, Africa, my
                  ancestors used drums to
                  communicate between villages. I'm
                  sure y'all can see that this young
                  girl here can communicate all the
                  way down to Baton Rouge. Hell, on
                  a clear day, we might even get
                  Galveston. All I was saying was,
                  'How're you doing,' 'My name's Jim,'
                  'How's your mama?'
                                (MORE)

                                                     (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                               47A.

67   CONTINUED:    (A1)                                                67

                                WEST (CONT'D)
                  Second misunderstanding. That
                  redneck comment. I'm getting the
                  sense that some of you took that
                  negatively. You know, some of my
                  best friends are whiskey-guzzling,
                  pot-bellied rednecks just like
                  y'all here.
                         (then)
                  That slavery thing, I don't see
                  what the big deal was. Hell, who
                  wouldn't want somebody to run
                  around for them doing chores. Are
                  you going to get your big, fat,
                  lazy ass out of bed every morning
                  and pick your own damn cotton.
                  I don't think so.
                         (then)
                  Let's head on inside and knock back
                  some shine. Come on, back inside.
                  No. Okay.
                         (to Soiled Dove)
                  I stand before you as a man who
                  realizes he has done something
                  wrong and I am prepared to do the
                  right thing. Will you marry me?

     Soiled Dove gasps.

                                WEST
                  I'll take that as a no. Darling,
                  would it help at all if I said I
                  thought you were a man?

     The CAMERA FINDS the Soiled Dove.    She faints.


     BACK TO SCENE

                                WEST
                  Guess not.

     As West searches desperately for signs of rescue by his
     "partner," suddenly the wagon lurches forward...

                                GEORGE WASHINGTON
                  Hang him!

                                                        (CONTINUED)

                                                             48.

67   CONTINUED:                                                    67

     NEW ANGLE - WEST'S FEET

     As they plummet toward the ground.


     CLOSE - WEST'S NECK

     The rope catches... and stretches!


     CLOSE - WEST'S FEET

     As they slowly touch the ground.

     Nobody is more confused than West.


     ANGLE ON CROWD

     How the fuck did that happen? But before anybody can
     figure out Gordon's trick rope, speak of the devil...

                               GORDON (O.S.)
                  Hey-yaa!!!

     The crowd turns with alarm to see...


     ANGLE ON TEAM OF CHARGING HORSES

     Nostrils flared and wild-eyed, are having their rumps
     snapped by Gordon's reins. Rita holds on for dear life
     as the mad Mountain Man drives the carriage at full speed
     right into the crowd -- scattering them.


     ANGLE ON WEST

     He sees his opportunity for rescue, puts a foot into the
     back of George Washington, grabs his gun, and somersaults
     into the air...


     ANGLE ON GORDON AND CARRIAGE - WEST

     lands squarely in the back. And just as the rope starts
     to stretch around his neck again, Gordon whirls around
     with a Bowie knife and cuts it.


68   EXT. NEW ORLEANS STREET NEAR MANSION - MOVING WAGON -         68
     NIGHT

     West leans into Gordon's ear.

                                                   (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                         49.

68   CONTINUED:                                                      68

                                WEST
                  Hang 'm...!

     Suddenly, there's a VOLLEY of SHOTS from some cracker
     sharpshooters. West responds with an amazing display of
     RAPID-FIRE marksmanship, picking off half a dozen of
     Loveless's shooters, even while the carriage bumps wildly
     on its getaway. BLAMBLAMBLAMBLAM!!!

                                WEST
                         (still pissed,
                          to Gordon)
                  Hang'm!?!

                                GORDON
                         (to Rita)
                  Meet my trigger-happy partner,
                  James West... who doesn't seem to
                  realize that my carefully planned
                  diversion gave me the opportunity
                  to search for the missing
                  scientists.

     Now West notices the half-dressed bombshell in the
     carriage.

                                WEST
                  Scientist, huh.

                                GORDON
                  This is Rita. I found her locked
                  in a cage in Loveless's bedroom.
                  She's an entertainer.

                                RITA
                  Um, maybe I haven't been quite
                  honest about that... My name is
                  Rita Escobar. I came to find
                  Guillermo Escobar, the scientist,
                  my... father.

     Gordon's eyes pop.

                                 GORDON
                  Professor Escobar?! He was the
                  one I almost rescued that night
                  when...
                          (lightbulb)
                  That's where I know you from!
                  Fat-Can Candy's... you sang before
                  I did.

                                RITA
                  Excuse me?

                                                       (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                         50.

68   CONTINUED:    (2)                                               68

                                GORDON
                  That was me. Burgundy dress with
                  the bustle...

     Gordon starts singing the song... West rolls his eyes,
     cuts off the chit-chat.

                                WEST
                  Look, Rita, I'm sorry you had the
                  wrong agent working on your case.
                  When I find your father I promise
                  I'll send him back safely...

     And with that... West suddenly leaps over Rita -- lands
     on the back of one of the horses. He grabs a handful of
     mane, leans over and unclips the harness. And with a
     kick in the ribs, West is off at a gallop -- leaving
     Gordon, one remaining horse and an awed Rita behind to
     chew his dust.

                                RITA
                  He's impulsive, James.


69   EXT. OFFSHORE - LOVELESS BOAT - NIGHT                           69

     Dr. Loveless and his visiting foreign dignitaries are
     sipping champagne. One of them is holding a little DOG
     in his arms, BARKING at something in the dark. General
     McGrath stands at the railing, uncharacteristically
     pensive. Loveless rolls over, hands him a glass of
     champagne.

                                LOVELESS
                  Well, General, it's been a long
                  journey from New Liberty.

     McGrath visibly winces at the sound of it.

                                McGRATH
                  Sir, there isn't a day that passes
                  that I don't contemplate it.

                                LOVELESS
                  Yes, and so do I. So do I.
                         (reflexively reaches
                          for missing legs)
                  If I'd only had the scientific
                  understanding of gunpowder and
                  primers that I have today...

                                                       (CONTINUED)

                                                           51.

69   CONTINUED:                                                  69

                                McGRATH
                  That's not what I meant.

     Loveless looks at him, puzzled, then gets it.

                                LOVELESS
                  Oh, you mean the stomach-churning
                  carnage that earned you your
                  unfortunate nom de guerre...

     Loveless speaks for the benefit of the others.

                                LOVELESS
                  What was that nickname again?

                                McGRATH
                         (reluctantly)
                  'Bloodbath' McGrath... the Butcher
                  of New Liberty.'


70   EXT. MALHEUREUX POINT - MARSH - NIGHT                       70

     A reb battalion waits in a foggy meadow that slopes down
     to marsh. Beyond that is the Gulf of Mexico. We
     recognize one of the REBS from the cathouse. He opens
     his pocket watch.

                                REB #1
                  They oughta be here by now.

                                REB #2
                  Maybe we're in the wrong place.

                                REB #1
                         (rechecks map)
                  No, we're supposed to wait 'xactly
                  on this here spot.

     Suddenly they hear a CLANKING and SCREECHING coming from
     the marsh. They ready their arms and get in defensive
     positions. What they can't see through the fog is...


     ANGLE - MARSH - ARMORED TANK

     amphibiously sludges up through the mud and reeds,
     passing by the dumbstruck soldiers as it heads to the
     center of the field. The contraption has a large cannon
     and Gatling guns bristling from several ports. The Rebs
     cheer their new weapon.

     THE WILD WILD WEST - Rev. 7/1/98                         52.

71   EXT. MALHEUREUX POINT - BATTLEFIELD - NIGHT                    71

     Now a MORTAR appears through the turret and FIRES a
     ROCKET that EXPLODES over the Reb soldiers, illuminating
     the field. As soldiers shield their eyes from the
     blinding light...


     ANGLE - AERIAL SHOT - LOOKING DOWN ON FIELD

     Unbeknownst to the Rebs, Loveless has mowed and stained
     the field with concentric lines to give it a giant dart
     board appearance.

     Suddenly the TANK TURRET OPENS FIRE on them. Once over
     their initial shock, the Rebs FIRE BACK with their
     Springfield RIFLES. But the BULLETS PING off the tank's
     impenetrable skin like goober peas.


72   EXT. OFFSHORE - LOVELESS BOAT - NIGHT                          72

     Lippenreider is viewing the carnage through large
     binoculars on a stand.

     General McGrath turns from the rail and faces Loveless,
     outraged.

                             McGRATH
               Why you sawed-off sadistic
               bastard! You've betrayed us!

     Loveless turns to him, cocks his head.

                             LOVELESS
               My dear General, after donating
               half my physical being creating a
               weapon capable of doing this...
               how did you and General Lee repay
               my loyalty? You surrendered at
               Appomattox! So, who betrayed whom?

     Loveless turns to Munitia holding a steno pad.

                             LOVELESS
               Munitia, make note. Turret speed
               needs to be accelerated!

                             MUNITIA
                      (to Amazonia)
               Change gear ratio from 2.2 to 2.8!

     Amazonia pushes a sick dignitary away from the rail so
     she can get a sight line to the tank with her lantern
     semaphore. She begins flashing the new gear ratio.

                                                      (CONTINUED)

                                                               53.

72   CONTINUED:                                                      72

                                AMAZONIA
                  A bucket for the minister, please!

     Now in the b.g., we hear the GATLINGS OPEN UP.
     Lippenreider is reading the lips of the tank's victims.

                               LIPPENREIDER
                  Scream. Scream. My head. I'm
                  dying. Scream. Moan. Scream.

                                McGRATH
                  Loveless, I demand you give the
                  order to stop this slaughter now!

                                LOVELESS
                         (ignores him)
                  ... We're going to need more
                  loading drills! I'm hearing too
                  much time between screams.

     As Munitia scribbles dutifully, McGrath shoves her aside.
     He pulls his pistol.

                                McGRATH
                  For the last time, give them the
                  order to desist!

     Loveless, his back to him, is seemingly unconcerned at
     having a gun barrel pressed against his skull.

                                LOVELESS
                  General, I understand your
                  distress. But believe me, those
                  men are not dying senselessly. It
                  is for a far greater cause than
                  you can imagine.

     As Loveless's right index finger finds a black button on
     the arm of his wheelchair...


     CLOSE ANGLE - LOVELESS'S WHEELCHAIR ARM

     The steel tubes that comprise the armrests are actually
     shotgun barrels facing fore and aft. McGrath's finger
     tightens on the trigger.


     WIDER

                                McGRATH
                  Go straight to hell, sir!

                                                       (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                                54.

72   CONTINUED:    (2)                                                 72

                                LOVELESS
                  After you... sir.

     BOOOM!!! McGrath has a very startled expression as he
     looks down at the aftereffects of DOUBLE-OUGHT BUCKSHOT.
     As he crumples to the deck, Loveless sniffs.

                                LOVELESS
                  Bloodbath McGrath indeed.

     The dignitary's DOG starts BARKING, jumps to the deck.
     It sits next to the fallen General's gramophone ear and
     cocks his head. With the RCA logo invented we MOVE BACK
     TO...


     ANGLE ON LOVELESS

     He sighs at his pale guests. They don't seem to
     appreciate the efficiency of his slaughter.

                                LOVELESS
                  Well, that concludes the
                  festivities. Ladies, feed him to
                  the crabs.

     Munitia and Amazonia unceremoniously dump McGrath's BODY
     overboard. SPLOOSH... Loveless addresses the
     dignitaries...

                                LOVELESS
                  But, my friends, that tank is just
                  a little ol' toy compared to what
                  this country's greatest scientists
                  are cooking up for me next. So if
                  I've piqued your interest, bring
                  1000 kilograms of your country's
                  gold to Spider Canyon four days
                  from now.
                         (starts to roll
                          off boat)
                  Now if you'll excuse me, I've got
                  a tank to catch.

                                                       CUT TO:


73   EXT. TRAIN SIDING (NEAR MALHEUREUX POINT) - NIGHT                 73

     A black waits ominously on the tracks. It's less a
     traditional train car than a riveted, armored, turreted fortress
     on wheels. Also, it currently lacks an engine.

     Loveless, over his shoulder to the foreign contingent...

                                                       (CONTINUED)

                                                               55.

73   CONTINUED:                                                      73

                                LOVELESS
                  My destination is both the
                  future... and the past! Forget
                  Paul Revere, this will be the most
                  revolutionary ride in the history
                  of America!!

     He looks dotingly at the TANK, which CLATTERS up from the
     battlefield on its treads... then drives onto the tracks.
     Wheels drop down out of the chassis, the treads retract
     up, and the TANK BACKS INTO the rest of the TRAIN.
     CLANK. It's a neat modular fit. Black death on rails.

     The foreigners watch with awe as...


     ANGLE - LOVELESS

     wheels up onto the tank/train. He drops the
     expansiveness, fixes them with a viper's eye.

                                LOVELESS
                  If you don't want to miss the
                  ride, have the last payment of
                  1000 kilograms of your country's
                  gold in my hands no later than
                  Friday. That's when I make our
                  little proposal to President
                  Grant. One I'm ever so confident
                  he's gonna accept.
                         (now a jaunty wave
                          of his hat)
                  Au revoir, adios, and ta-ta!


74   EXT. MALHEUREUX POINT - BATTLEFIELD - STRAIGHT-DOWN             74
     ANGLE - NIGHT

     It's quiet.    The dead men are all in the #9 or #10 ring.

     Now a rider ENTERS FRAME...


75   EXT. MALHEUREUX POINT - BATTLEFIELD - NIGHT                     75

     West slowly dismounts, transfixed by the slaughter on the
     pre-fab battlefield. There's something hauntingly familiar
     about all this for him -- the mangled bodies, the tread marks...
     But we'll find out about that later.

     West draws his weapon and begins walking through the
     victims. The pace of his search quickens when he isn't
     finding what he's looking for -- General McGrath.

                                                       (CONTINUED)

                                                               56.

75   CONTINUED:                                                      75

     NEW ANGLE - GORDON AND RITA

     have arrived in the one-horse carriage. Gordon is trying
     to recreate the crime scene. Rita trails behind him, his
     coat thrown over her shoulders, trying not to gag as she
     passes the mangled corpses.

                                GORDON
                  It came up out of the lake...
                  from the way these corpses are
                  positioned, laid down a 360-degree
                  pattern of cannon fire... then
                  disappeared in moments.
                         (puts a foot on a body,
                          scratches his chin)
                  My God, what kind of weapon is it?

     Rita can't handle Gordon's clinical posturing.

                                RITA
                  Excuse me, I think I'm going to be
                  sick.

     As she walks quickly away, West comes over, a haunted
     look on his face.

                                WEST
                  It just rolls on and on. Makes a
                  screeching sound -- like a wounded
                  animal. Got a 'cabin' on top with
                  a cannon... swivels 'round like an
                  eagle's head.

                                GORDON
                  You saw it?

                                WEST
                  Heard about it. Thought it was
                  crazy survivors' stories.

                                GORDON
                  What survivors? There aren't any
                  here.

                                WEST
                  New Liberty, Illinois -- the free
                  slave town just over the border.
                  Just one week before the War ended
                  in '65. I was in the 9th Cavalry
                  that discovered it. Old men,
                  women, children... they used them
                  for target practice...

                                                       (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                        57.

75   CONTINUED:    (2)                                              75

     He looks out at the battlefield as if reliving it.
     Gordon is sympathetic to his obvious pain -- just shuts
     up. West's grim reverie is interrupted by MOANING coming
     from the shoreline. They all follow the sound to find...


76   EXT. MALHEUREUX POINT - MARSH - NIGHT                          76

     General McGrath, washed up on the shore. West looks down
     at him. Now Rita, still looking green around the gills,
     rejoins the party.

                                WEST
                  That's when I vowed to follow
                  McGrath to the end of the earth.

     As grey as four-day-old mullet, McGrath manages a smile
     for his relentless pursuer.

                                McGRATH
                         (barely audible)
                  What's the matter, West? Thought
                  you'd be happy to find me... like
                  this.

                                WEST
                  I was hoping to kill you myself.

                                RITA
                  That's a nice way to talk to
                  people.

                                McGRATH
                  You'll have to live with it... As
                  I've lived with the blame for New
                  Liberty.

     McGrath fades out.    West grabs him and shakes him.

                                WEST
                  What do you mean?

                                McGRATH
                         (opens eyes)
                  It was Loveless... his plan. He
                  operated the killing machine
                  there. Smarter now... left it to
                  others here.

     With the meaning of it all sinking in, West grabs McGrath
     by the collar and pulls him toward him.

                                 WEST
                  Where is he?   Where did he go?!

                                                      (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                         58.

76   CONTINUED:                                                      76

     The General tries to speak. West puts his ear to the
     General's mouth. But before he can say it, McGrath
     closes his eyes for the last time.

     West's shoulders sag.    Then from behind...

                                RITA (O.S.)
                  Well, I know that.

     West turns to her... well?

                                RITA
                  I'll tell you if you take me
                  along.

                                WEST
                         (in no mood)
                  Just tell me.

                                RITA
                  The girls at the mansion. They
                  talk.
                         (imitating a la
                          Lippenreider)
                  'I vonder if my hair vill get
                  frissy in ze desert...? Vhere is
                  diss Ooo-tah anyvay?'

     As West and Gordon turn to one another in alarm...

                                WEST/GORDON
                  Ooo-tah?!


77   EXT. TRAIN SIDING (NEW ORLEANS) - NIGHT                         77

     West and Gordon climb up onto the Wanderer and enter...


78   INT. WANDERER - PARLOR CAR - ENGINE STOPPED - NIGHT             78

     West and Gordon burst in, surprising Coleman, who's got
     his feet up, perusing the Playboy of the day -- a mail
     order catalogue.

                                WEST
                  Coleman... let's go!    Full speed
                  ahead!

     West snatches the catalogue out of his hands, does a take
     at the pictures of chunky models in bloomers.

                                COLEMAN
                  Aye, sir!

                                                       (CONTINUED)

                                                              59.

78   CONTINUED:                                                     78

     As Coleman quickly exits, Gordon looks out the window,
     onto the platform.

                                GORDON
                         (wistful)
                  I don't see why we couldn't have
                  given her a ride back home to
                  Texas. It is on the way...

                                WEST
                  On the way to Utah where our
                  President happens to be. Maybe we
                  oughta be worryin' about that
                  little coincidence!

     As the ENGINE ROARS to life...


79   EXT. TRAIN SIDING (NEW ORLEANS) - POV SHOT FROM                79
     WANDERER - NIGHT

     Rita gives a forlorn little wave as the TRAIN CHUGS away.


80   INT. WANDERER - ENGINE CAR - NIGHT                             80

                                GORDON
                  We wouldn't have known where
                  Loveless was going if it wasn't
                  for her. Seems a bit ungracious.
                  Possibly perilous.

                                WEST
                  Look, all that would happen would
                  be she'd get in our way and I'd
                  probably wind up gettin' in the
                  saddle with her.

                                GORDON
                  Funny that you say that. Because
                  I thought she was more interested
                  in me.


81   EXT. TRAIN SIDING (NEW ORLEANS) - NIGHT                        81

     Rita disappears from view in a cloud of steam...


82   INT. WANDERER - PARLOR CAR - NIGHT                             82

     West has every weapon on the train out for cleaning and
     loading. Gordon is in the galley where he continues
     his conversation with West while preparing dinner.

                                                      (CONTINUED)

     THE WILD WILD WEST - Rev. 6/15/98                        60.

82   CONTINUED:                                                     82

                                GORDON (O.S.)
                         (from gallery)
                  You know, I've been trying to
                  place myself in Loveless's
                  shoes...

                                WEST
                  Good luck on that one.

                                GORDON
                         (weakly)
                  Ha, ha, ha... You know, I can't
                  imagine what Loveless -- a man
                  without any reproductive organs
                  could possibly want with Rita.

     Suddenly there's a WHOOSH and Rita falls through the
     ceiling and plops in the chair just like West did
     earlier. He instinctively pulls his gun. Puts it
     away as Gordon muses about her anatomy.

                                 GORDON (O.S.)
                         (not realizing she's
                          there)
                  Not that Rita doesn't have a
                  figure that would inspire a
                  Botticelli... or a Raphael.

     Rita raises an eyebrow, looks to the galley as Gordon
     comes out with a platter of food. He still doesn't
     see her there.

                                GORDON
                  ... especially her breasts. Did
                  you notice the way one of them...
                         (cups his hands)
                  Both of them actually... to say
                  nothing of her buttocks...

     Gordon turns and looks into the car. Finally sees her.
     Changes gears without missing a beat.

                                GORDON
                  ... and the group of foreign
                  ministers at Loveless's party...
                  What were they doing there?

     Gordon gestures for West to join him at the pool table.
     Rita immediately goes for the food.

                                                      (CONTINUED)

                                                              61.

82   CONTINUED:    (2)                                              82

                                GORDON
                         (using pool balls)
                  Here's France, Spain and
                  Britain...
                         (sotto voce)
                  How long has she been here?

                                WEST
                  Since the first breast.

     Gordon turns to her, exasperated with himself.

                                GORDON
                  I am so embarrassed.

                                WEST
                  I'll spare you.
                         (to Rita)
                  Make yourself a sandwich to take
                  with you. You're getting off.


83   OMITTED                                                        83
&                                                                   &
84                                                                  84


85   INT. WANDERER - PARLOR CAR - NIGHT                             85

     Rita hasn't even waited for anyone's approval to start
     eating. West shakes his head at her chutzpa.

                                RITA
                  But... I can help you.

                                WEST
                  How could you possibly help us?

                                RITA
                  Well, I heard you talking about
                  why all those foreign guys were
                  at Loveless's party...? You
                  want me to tell you?

                                  GORDON
                  By all means.

     She uses the time to get another bite into her mouth.

                                RITA
                         (to Gordon, chewing)
                  This is fantastic. You can cut it
                  with a fork! How'd you cook it?

                                                      (CONTINUED)

                                                               62.

85   CONTINUED:                                                      85

                                GORDON
                         (someone appreciates
                          him)
                  Well, in a daubiere... a clay pot.
                  A French method which...

     West cuts off the chit-chat.

                                WEST
                  What about the foreign guys?!

                                RITA
                  They were mad about something,
                  you know? Something about a
                  real bad deal in Louisiana on
                  purpose.

                                GORDON
                  The Louisiana Purchase?

                                RITA
                  And Queen somebody-somebody of
                  France got swindled.

                                GORDON
                  Queen Isabella of Spain.

     West rolls his eyes.

                                WEST
                  Gordon, this is crazy. She
                  doesn't know what she's talking
                  about!

     West picks up the speaker horn and calls Coleman.

                                WEST
                         (into speaker horn)
                  Coleman, stop the train! Miss
                  Escobar's getting off.

                                COLEMAN (V.O.)
                         (over pipe)
                  Who the hell's Miss Escobar?

                                RITA
                         (grabs horn)
                  I'm a frightened, starving, half-
                  naked young woman who only wants
                  to find her father!

                                COLEMAN (V.O.)
                         (over pipe)
                  Half-naked?

                                                       (CONTINUED)

                                                               63.

85   CONTINUED:    (2)                                               85

                                WEST
                         (grabs it back)
                  Coleman... stop the train.

                                COLEMAN (V.O.)
                         (over pipe)
                  We're not puttin' anybody off.
                  Not out here in the middle of
                  nowhere.

     West looks out the window. Nothing but sagebrush and
     animal skulls out there. Rita comes up close to Jim,
     fire in her big, brown eyes.

                                RITA
                  Please, Jim. My father's the only
                  family I've got. What am I
                  supposed to do? Sit home and wait
                  for news he's been killed? Or go
                  do something! What would you do,
                  Jim?!

     That gets the man of action where he lives.

                                WEST
                  Look, I got nothing against you,
                  Rita. It's just that... What's
                  going to happen when we catch up
                  to Loveless... with you on the
                  train?

     She grabs West's hand.

                                RITA
                  I know you'd never let him take me
                  back. I've seen you shoot.

     West kinda melts a little. This girl does have her
     charms. Gordon, a little jealous, puffs his chest out.

                                GORDON
                  I assure you, Rita, an attack by
                  Loveless would be an exercise in
                  futility.
                         (stands for tour)
                  ... Allow me to demonstrate how my
                  design suggestions have made the
                  Wanderer impervious to attack.

     West draws his guns, twirls them and reholsters.

                                WEST
                  I'm the impervious part.

                                                       (CONTINUED)

                                                               64.

85   CONTINUED:    (3)                                               85

                               GORDON
                  Hardly. Completely armor-
                  plated...

     Artemus raps his knuckles on the wall making a METALLIC
     sound. Then he smugly demonstrates that the light
     fixture is actually a Gatling gun.

                                GORDON
                  An attacker would find the
                  lighting inside extremely...
                  unflattering.

     Finally he moves to the billiard table, while Rita nods
     ... and keeps eating.

                                GORDON
                  And if, by some inconceivable
                  fluke, they did manage to gain
                  entrance...
                         (rolls billiard ball
                          into bumper)
                  An innocent billiard ball this
                  way.
                         (picks it up,
                          presses the number)
                  But depress the number... a
                  sleeping gas bomb. Effective in
                  under three seconds.

     Gordon unclicks it, triumphantly rolls it into a pocket.

                                GORDON
                  So rest assured, Rita... you are
                  completely safe within these
                  walls.

     West snorts at his obvious play for Rita's attentions.

                                 WEST
                  I don't know about you, ma'am, but
                  I know I'll be sleeping a whole
                  lot better tonight...
                         (yawns)
                  ... assuming Loveless barges in
                  here and feels like a game of
                  pool.

                                RITA
                  Speaking of sleeping, I'm pretty
                  tired. Artemus, do you think I
                  could borrow something to wear?

     West jumps in before Gordon can answer.

                                                       (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                                 65.

85   CONTINUED:    (4)                                                  85

                                WEST
                  I've got somethin' you might use.
                  It ain't stylish, but it's
                  practical...


86   INT. WANDERER - PARLOR CAR - NIGHT                                 86

     West and Gordon have bunked down on opposite couches,
     both deep in thought.

                                WEST
                  Loveless kidnapped two chemists,
                  that means there's gonna be
                  explosives. He's got a metallurgist,
                  so there's gonna be heavy armor.
                  And he's got Rita's father, who --
                  according to you -- is the world's
                  foremost specialist in hydraulics.
                  Which means, whatever it is... it's
                  gonna move.

     West sits up.

                                WEST
                  So what, is he building that's
                  gonna make the President fall to
                  his knees and surrender the country?

                                GORDON
                  A bedside heater.

                                  WEST
                  What?

                                  GORDON
                  Rita. She    needs a bedside heater.
                  I mean, it   gets cold in there, you
                  know, with   the stained glass window
                  right over   the --

     ANGLE - COLEMAN

     opens and Rita emerges from the state room...

     (INSERT RITA'S BUTT HERE)

     Rita leaves...

                                GORDON
                  Such a pleasant girl.   A real
                  breath of fresh ass.

                                                          (CONTINUED)

     WILD WILD WEST - Rev. 4/9/99                              66.

86   CONTINUED:                                                      86

                                   WEST
                  You said ass.

                                   GORDON
                  Did I?   No...

                                                     CUT TO:


87   OMITTED                                                         87


88   INT. WANDERER - PARLOR CAR - DAY                                88

     Gordon and West react as Coleman's voice booms out of
     the pipe.

                                COLEMAN (V.O.)
                         (over pipe)
                  We have Loveless, gentlemen!
                  Seven hundred yards and closing!

     As they scramble for boots, weapons, Rita comes out of her
     room.

                                RITA
                  What's going on?

     Gordon ushers her to the back.

                                GORDON
                  Stay back here, take cover!

     Meanwhile, West pulls on his boot. When he stands on it,
     a three-inch STILETTO SNAPS out of the toe.

                                WEST
                  What the hell is this?

                                GORDON
                  I took the liberty of installing
                  it while you were sleeping.

     West looks at him incredulously.

                                WEST
                  Leave my stuff alone!

                                                                67.

89     EXT. MOUNTAIN TUNNEL - TRACKS - TRAIN CHASE - DAY              89

       Loveless's TANK/TRAIN CHUGS into a mountain tunnel. The
       Wanderer is just behind it... and goes into the tunnel
       seconds later.


90     EXT. OTHER SIDE OF TUNNEL - TRACKS - TRAIN CHASE - DAY         90

       The Wanderer BLASTS out of the tunnel. (In the f.g. we
       might notice a metal post that extends up OUT OF FRAME.)


91     INT. WANDERER - ENGINE - DAY                                   91

       Coleman squints ahead.   He sees the tracks up ahead are
       empty. No Loveless.

                               COLEMAN
                 Am I missin' somethin' here...?


92     EXT. TRACKS - LOVELESS'S TRAIN - TRAIN CHASE - DAY             92

       Up on metal stilts. It lets the Wanderer pass underneath
       it. Then it lowers itself back down onto the tracks.
       The legs fold to the side, and the tank/train pursues its
       pursuers.


93     INT. LOVELESS'S TRAIN - DAY                                    93

       Loveless turns to his three distaff warriors.

                               LOVELESS
                 Amazonia, shall we disabuse our
                 friends of the notion that one's
                 problems are solved when we see
                 the light at the end of the
                 tunnel!

       As Munitia swivels the cannon barrel...


94     OMITTED                                                        94
thru                                                                  thru
97                                                                    97


98     INT. WANDERER - PARLOR CAR - DAY                               98

       West and Gordon are about to head forward when Gordon
       glances out the back, grabs West.

                                                       (CONTINUED)

      THE WILD WILD WEST - Rev. 6/15/98                        68.

98    CONTINUED:                                                     98

                                 GORDON
                   Jim, we're the ones chasing
                   Loveless, correct?
                          (as West shoots
                           him a look)
                   Then perhaps you could explain
                   what they're doing behind us.

      As West looks out the back too... KA-BOOM!! A SHELL
      EXPLODES just to the right of them. Now ANOTHER
      EXPLOSION to the left of them. The Wanderer rocks
      precariously from wheel to wheel, throwing a screaming
      Rita back and forth between West and Gordon.

                                 WEST
                   They couldn't fire the cannon at
                   us from in front. Any other
                   questions?


99    OMITTED                                                        99


100   INT. WANDERER - PARLOR CAR - DAY                               100

      West jumps up on the pool table.

                                 WEST
                   Would it put you out too much to
                   throw me a rope and hit your
                   little secret button?

      With a shrug, Gordon tosses West a rope and hits the
      same hidden button he had during their fight. Whoosh!
      West is gone as the pool table flips over. As Rita
      covers her mouth in amazement...

                                 GORDON
                   I taught him how it worked.


101   EXT. UNDER WANDERER - DAY                                      101

      West hanging upside-down. He hand-over-hands himself
      back to the escape trolley. He slides his back on top of
      it -- then lowers it onto the track.

      Little wheels fit on the inside of the track. Once
      coupled, West releases the cable and he shoots backwards
      -- OUT OF FRAME.

102   INT. WANDERER - PARLOR CAR - DAY                               102

      Gordon opens a panel in the floor and snaps up a winch
      with a large handle. He starts to crank it, slowly
      letting out cable.

                                                              69.

103   EXT. TRACKS - TRAIN CHASE - POV FROM BACK OF MOVING           103
      WANDERER - DAY

      Out the back door, we see West emerge from under the
      Wanderer heading for Loveless's tank/train.


104   INSERT                                                        104

      Suddenly there's a PING! BONG! PING! POP! The TEETH
      of the GEARS can't take the pressure and they're flying
      off the WINCH.


105   INT. WANDERER - PARLOR CAR - DAY                              105

      Gordon, realizing another invention of his needs some
      tweaking, snaps out his pen and pad. As he scribbles a
      note, Rita considers the exotic pen holder.

                              RITA
                You know you could put a gun on
                that thing.

      Gordon looks up at her disapprovingly... not you too?
      Meanwhile, on the tracks...


106   EXT. TRACKS - TRAIN CHASE - WEST ON TROLLEY - DAY             106

      Off his wire tether, he flies backwards at 80 mph.


107   EXT. TRACKS - TRAIN CHASE - POV FROM BACK OF MOVING           107
      WANDERER - DAY

      It looks like his head's about to be smashed by
      Loveless's tank/train.


108   INT. WANDERER - PARLOR CAR - DAY                              108

      Rita turns away, buries her head in Gordon's shoulder
      just as...


109   EXT. TRACKS - TRAIN CHASE - DAY                               109

      West slides under the train! He lies flat as the death
      MACHINE ROARS over him. At the last second, he lassos
      the rope around the rear axle. It slows him for a
      beat... then stretches. He's gotten Gordon's trick rope.
      We see his silent scream -- "Artemus!" He slides way
      behind the tank/train, then springs back... past the
      tank/train. Finally, West slides back underneath and
      manages to grab hold of their caboose. He swings his
      legs up, pulls himself around onto the step.

      THE WILD WILD WEST - Rev. 6/15/98                       70.

110   EXT. LOVELESS'S TRAIN - ROOF - MOVING - DAY                   110

      West makes his way forward to the smokestack. He tries
      to flip the flue closed, steam scalding his hands. He
      doesn't see Hudson come at him from behind. He wraps a
      garrote around West's neck, pulls it tight -- practically
      crushing his larynx...


111   INT. LOVELESS'S TRAIN - ENGINE - DAY                          111

      Munitia is bent over, has her eye to the cannon sight.
      As she squints through the smoke at the Wanderer up ahead,
      Loveless, sitting behind her, has his full attention
      focused on her tuchus.

                              MUNITIA
                I have them square in my sights,
                sire.

                              LOVELESS
                       (distracted)
                As do I, Munitia... as do I.
                       (looks up, wry smile)
                Fire away!

      But it's a little difficult with him stroking her
      buttocks. BOOM! The CANNON FIRES...


112   OMITTED                                                       112


113   INT. WANDERER - PARLOR CAR - DAY                              113

      Gordon and Rita are looking out the back when they see
      the latest missile headed their way. Gordon pulls Rita
      down at the last second as a huge steel arrow shoots
      through the door, past their heads... and into the parlor
      wall.

      As metal barbs flick out, locking the tip in, and the
      steel chain it's attached to draws tight...


114   EXT. LOVELESS'S TRAIN - ROOF - MOVING - DAY                   114

      West and Hudson roll around precariously. West claws
      desperately at the garrote. It looks grim for our hero
      until he knocks his boot heels together. CLICK... his
      STILETTO BLADE appears.

      Summoning his last ounce of strength, he mule-kicks...
      sinking the blade into Hudson's leg. West grabs him and
      shoves him head first into the smokestack. The big
      Indian plugs it up like a cork in a bottle.

                                                               71.

115   INT. LOVELESS'S TRAIN - ENGINE - DAY                           115

      Loveless has only a moment to gloat over his marksmanship
      before the compartment begins filling with smoke.
      Choking clouds that send Loveless et al into coughing
      fits.

                              LOVELESS
                Close the fire door!

      Just in time, Amazonia swings it shut as the unvented
      BOILER EXPLODES, sending a FIREBALL ripping through the
      back of the train, destroying it. Up ahead...


116   INT. WANDERER - PARLOR CAR - DAY                               116

      Gordon and Rita are thrown across the car, along with
      everything else inside, as Loveless's train's sudden
      stop... jerks them with it. The SCREECH of STEEL WHEELS
      SCRAPING on IRON RAILS is sickening. They clutch onto
      one another... as the Wanderer skids to a stop.

      As they pick themselves up, Gordon looks to Rita who's
      shaken up and scared. Now FOOTSTEPS coming up the
      stairs.

                              RITA
                I won't let Loveless take me
                again! I'd rather be dead!

                               GORDON
                       (recalling West's
                        words)
                That's not a good one to wish for.

      To defend herself, Rita grabs one of the sleeping-gas
      pool balls rolling around on the ground. Gordon leads
      her into the stateroom to lock her in, but she grabs his
      hand.

                              RITA
                Please, Artemus, don't leave me
                alone!

      Rita closes the door behind him and locks it.


117   INT. WANDERER - PARLOR CAR - STATEROOM - DAY                   117

      Gordon and Rita on the bed. FOOTSTEPS APPROACH. Gordon
      gestures to be still. The door handle jiggles. Rita gets
      ready to arm the POOL BALL.

                                                      (CONTINUED)

                                                                  72.

117   CONTINUED:                                                        117

                                 WEST (O.S.)
                          (hoarsely, not
                           sounding like him)
                   It's me, Jim. Open up!

                                 RITA
                   It's a trick, I know Loveless.

      CLICK, she pushes the number.     Gordon makes a grab for
      it.

                                  GORDON
                   Rita, no!   It's just...

      CLUNK... she drops it to the floor.


      ANGLE - WEST

      standing in the doorway. He rubs a raw welt on his neck
      from the garrote, smirks when he sees Gordon on the bed
      with Rita. But his smirk drops when he sees the pool
      ball roll between his feet -- spewing a purple cloud of
      sleeping gas.

      West gives Gordon a Wile E. Coyote look, croaks...

                                 WEST
                   Too damn late, is what it is.


118   EXT. CORNFIELD - DAY                                              118

      A sea of corn tassels waving in the wind. Loveless's
      destroyed train is in the b.g. The CAMERA TILTS DOWN to
      find...


      ANGLE ON WEST AND GORDON

      lying on the ground with their BACKS TO us. They stir.
      West props himself up, looks over at Gordon, who has just
      regained consciousness.

                                 WEST
                          (mimicking him)
                   An innocent billiard ball this
                   way, but depress the number and on
                   impact... a sleeping-gas bomb.

      West shakes his head disparagingly and stands. He feels
      the metal band around his neck and surveys the 18-inch
      wire fence which has been laid around them in a circle.
      West is about to step over it. Gordon grabs his leg.

                                                        (CONTINUED)

                                                               73.

118   CONTINUED:                                                     118

                                 GORDON
                   Don't move!


119   EXT. WANDERER - BACK PLATFORM - DAY                            119

      Loveless is sitting in his wheelchair, fifty yards from
      West and Gordon. On Loveless's elbow sits Miss
      Lippenreider. She looks through binoculars and lip reads
      West and Gordon.

                                 LOVELESS
                   Continue, Miss Lippenreider...

                                 MISS LIPPENREIDER
                          (doing both voices
                           in a monotone)
                   West. Let go of my leg! Gordon.
                   Listen to me. Loveless collared
                   us with the same metal device we
                   found on Morton.

      Loveless turns to Munitia, who is loading two 36-inch-
      diameter metal discs into what looks like a CD
      changer/clay-pigeon-thrower.

                                 LOVELESS
                   Oh, Munitia... I hope we're not
                   going to leave evidence behind
                   like we did last time.

                                 MUNITIA
                   Nitro this time, sire.

      As she arms the device, and a red light comes on...

                                 LOVELESS
                          (through megaphone)
                   Good morning, gentlemen! I trust
                   you slept well.


120   EXT. CORNFIELD - PERIMETER - DAY                               120

      West and Gordon squint through the corn, see Loveless on
      their train.

                                 GORDON
                   What have you done with Rita?

                                                      (CONTINUED)

                                                                74.

120   CONTINUED:                                                      120

                                 LOVELESS
                   Rita, is it? How familiar! Rita
                   is sleeping off the after-effects
                   in the stateroom.
                          (looks toward bedroom)
                   Quite lovely, isn't she? Who
                   knows... I might even become
                   'familiar' with her myself.

      Gordon takes a step.    West stops him.

                                 WEST
                   And that would become one more
                   reason why I'm going to kill you.

                                 LOVELESS
                   Yes, Mr. West, I'm sure a well-
                   endowed blackamoor like yourself
                   must find it absolutely
                   impossible... that a freak like me
                   could fully enjoy the pleasure of
                   a woman. But having witnessed my
                   use of mechinology so far...
                   wouldn't you think I could provide
                   myself with something for the
                   lower half of my body that was
                   hard-pumping and indefatigably
                   steely?

      Loveless looks O.S.

                                 LOVELESS
                   ... And speaking of 'hard
                   pumping...' Mr. Coleman, full
                   steam ahead!


121   EXT. WANDERER - ENGINE ROOM - COLEMAN - DAY                     121

      In the engine room.    Amazonia has a gun to his head.


122   EXT. WANDERER (STARTING TO MOVE) - DAY                          122

      Loveless takes his last shot at them from the back.

                                 LOVELESS
                   What a marvelous train! You don't
                   mind if I borrow it, do you,
                   gentlemen?
                                 (MORE)

                                                        (CONTINUED)

                                                               75.

122   CONTINUED:                                                     122

                                 LOVELESS (CONT'D)
                   Other than a lack of wheelchair
                   access, I find it a most
                   comfortable way to pass the long
                   miles from here to my laboratory
                   in Spider Canyon...
                          (louder, as they
                           move off)
                   I'll be seeing President Grant
                   soon at Promontory Point. What
                   shall I tell him for you? I'm
                   afraid it can't be that you're
                   alive and well...

      And as his maniacal giggle hangs in the air...


123   EXT. CORNFIELD - PERIMETER - GORDON AND WEST - DAY             123

      frustrated, as the train pulls away from them.    West tugs
      at the metal collar around his neck.

                                 WEST
                   Gordon, get out your little tool
                   kit and get this damn thing off of
                   me!

      Gordon unbuttons his shirt to reveal his leather tool
      kit... empty except for a note. Gordon opens it and
      reads.

                                 GORDON
                   'Gentlemen, welcome to the
                   Loveless Experimental Camp for
                   Political Dissidents. There are
                   no guards. No barbed wire. As
                   long as you stay within the
                   designated perimeter, you will
                   stay alive.'


124   EXT. CORNFIELD - WANDERER - MOVING - BACK PLATFORM - DAY       124

      Miss Lippenreider is still eavesdropping for Loveless,
      through binos.

                                 MISS LIPPENREIDER
                   West. How do you know it's not
                   just bullshit? Gordon. Step over
                   the fence and find out. Rita and
                   I will put flowers on your grave
                   every year.

                                                               76.

125   EXT. CORNFIELD - PERIMETER - WEST - DAY                        125

      stands next to the little fence, watching Loveless
      escape.

                              WEST
                I don't have time for this.

                              GORDON
                Wait, I have an auxiliary tool
                kit!

      Gordon peels back the top of his boot revealing it. But
      it's too late. West has jumped over the fence. Then he
      hops back inside it. He holds his hands out to Gordon.

                                 WEST
                See?     Nothing happened.

      West grabs Gordon by the back of his vest and yanks him
      over the fence. Now they hear a slight BUZZING in the
      air and it's not a bee.


      NEW ANGLE - DISC

      comes whipping over the corn straight for West's head.
      In a split second, he ducks and the disc cuts the tops of
      the corn off and banks around for a new attack.

                                 GORDON
                Oh, really...?

      Now both of them step over the fenced perimeter and start
      running like hell through the cornfield.

                              WEST
                Is it too late to take it off of
                me now?


126   EXT. CORNFIELD - DISC LAUNCHER - DAY                           126

      The second disc machine light turns green and the second
      disc is launched.


127   EXT. CORNFIELD - WANDERER BACK PLATFORM - MOVING - DAY         127

      Loveless is laughing his head off. Certain of Gordon's
      and West's impending death, he rolls his wheelchair
      inside.

       THE WILD WILD WEST - Rev. 6/15/98                       77.

A128   INT. WANDERER - RITA                                          A128

       is awakening from the effects of the billiard ball gas
       and tries to control her sense of dread and loathing.
       She smiles nervously at Loveless, who's being fawned-over
       by his women.

                               MUNITIA
                 Caviar...?

                               LIPPENREIDER
                 Blini...?

                               LOVELESS
                        (opening champagne
                         bottle)
                 Rita, my dear, not that I'm
                 ungrateful to Providence for
                 bringing you back to me...

       Rita jumps as the champagne CORK POPS.

                               LOVELESS
                 ... I'm just a wee bit curious as
                 to how you managed to wind up with
                 them.

                               RITA
                        (scrambling)
                 Well, they uh... seemed so... sure
                 that they could find you... and I
                 thought if I stayed with them...
                 they'd lead me back to... all my
                 friends...

       Munitia shoots a look at Lippenreider.

                               RITA
                 And not to give you a big head
                 but...
                        (wrinkles her nose
                         to Loveless)
                 I kinda missed you.

                               LOVELESS
                        (not buying it)
                 Isn't that a coincidence?    I miss
                 me, too.


128    EXT. CORNFIELD - WEST AND GORDON - DAY                        128

       come running TOWARD us. Behind and above are two discs
       about to make a dive at them.

                                                       (CONTINUED)

                                                                  78.

128   CONTINUED:                                                        128

      The discs, like giant razors, are mowing off the tops of
      the corn stalks, heading straight for their heads!

      West and Gordon dive to the ground... the discs just
      missing them. West stands to run again. We see the back
      of his head's been buzzed.


129   EXT. CORNFIELD - AERIAL SHOT - WEST AND GORDON - DAY              129

      running a zigzag pattern toward the end of the cornfield.
      West sees a gully fifty yards ahead of them.

                                 GORDON
                   Head for that gully!

      West zigs out of the cornfield one way. Gordon zags out
      the other. They're both beat-up and exhausted from
      running and flopping on the ground.


130   EXT. RIVER CANYON NEAR CORNFIELD - GORDON - DAY                   130

      breathlessly reaches the edge.      And looks down.


131   EXT. RIVER CANYON - GORDON'S POV - DAY                            131

      It's no gully. It's a canyon that drops 100 feet down
      to a ribbon of brown water. And that's not the worst of
      it...


132   EXT. RIVER CANYON NEAR CORNFIELD - DAY                            132

      West is on the other side of the precipice.       They're
      separated by about 15 feet of air.

      They both see the discs closing in.       Think fast.

                                 WEST
                   When I give the signal.   Jump off
                   the cliff into my arms.

                                 GORDON
                   Are you crazy?! Do you see what's
                   down there?

                                 WEST
                          (watching the discs
                           approach)
                   Five, four, three, two...

      West holds out his arms.

                                                         (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                                79.

132   CONTINUED:                                                        132

                                  GORDON
                   Forget it.   I'm not doing it...

                                  WEST
                   One...

      West takes a leap of faith... and finally, so does
      Gordon.

                                  GORDON
                   Oh shit!


      CLOSE - PARTNERS

      meeting mid-air. They drop OUT OF FRAME, just as... the
      two discs collide with a MIGHTY EXPLOSION that is heard
      by...


133   INT. WANDERER - PARLOR CAR - DAY                                  133

      Loveless raises his glass to Rita, makes a little kissing
      gesture. She looks like she'd like to kill herself.


134   OMITTED                                                           134


135   EXT. RIVER CANYON NEAR CORNFIELD - WEST AND GORDON - DAY          135

      are still in mid-air, both looking down.

                                 GORDON
                   I just remembered... I can't swim!

                                 WEST
                   You won't have to!

      They drop OUT OF FRAME and we hear a LOUD THUK THUK.


136   EXT. BOTTOM OF RIVER CANYON - WEST AND GORDON - DAY               136

      stuck up to their necks in red riverbed mud.      As they
      slowly begin to extricate themselves...

                                 WEST
                   Maybe I should have stayed inside
                   that fence another moment or two.

                                                        CUT TO:

       WILD WILD WEST - Rev. 4/9/99                            79A.

A137   EXT. STREAM - DUSK                                             A137

       West and Gordon, caked in mud, are coming up a ridge,
       below which is a stream.

                               WEST
                 All right, Gordon, what's your
                 plan? How are you gonna get this
                 damn thing off my neck?

       Gordon turns to West, simmering, controlling himself.

                               GORDON
                 Excuse me?

                               WEST
                 Isn't that why you're here?
                 'Cause you're the master of,
                 you know, mechanical stuff?

                               GORDON
                        (smiles)
                 Oh. Oh, I see. Now I'm the master
                 of... 'mechanical stuff.' As opposed
                 to five minutes ago, when I was trying
                 to collect my thoughts and figure
                 out a way to get us out of these
                 contraptions! But no!

       Gordon starts moving towards West, who is forced to back
       up -- looking a tad nervous for the first time in the
       movie.

                               GORDON
                 -- That wouldn't have been any
                 fun for a certain somebody, and I
                 won't mention any names -- Jim
                 West! -- who decided to take me on
                 a bracing romp through a cornfield
                 and play a fanciful game of hide
                 and seek with serrated, spinning
                 death discs, while our only mode
                 of transportation is in the hands
                 of a sadistic madman with weapons
                 of mass destruction, who kidnapped
                 Rita, and is on his way to kill
                 our President and take over the
                 country!

                               WEST
                 Hey, calm down, Gordon...

                                                      (CONTINUED)

       WILD WILD WEST - Rev. 4/9/97                              79B.

A137   CONTINUED:                                                       A137

                                  GORDON
                           (he's completely
                            lost it)
                    No! Because I'm the 'Master of
                    Mechanical Stuff!' And I have to
                    help YOU! Because you're the
                    'Master of Stupid Stuff!'

                                     WEST
                    Gordon...

                                  GORDON
                    You want to get that collar off?
                    Fine! Let's do it the fun, Jim
                    West way!
                           (picks up a rock)
                    Let's bash it with a rock!

                                  WEST
                    Gordon, you don't want to do that.

                                     GORDON
                           (crazy)
                    Oh, but I do.

       Gordon grabs a rock and smashes West's collar.
       Suddenly --

       ZIIIINNG! West's collar emits a LOW HUM. Suddenly,
       West is thrown into Gordon, their collars locking.
       CLANG!

                                  GORDON
                           (suddenly calm)
                    That's odd. What did you do?

                                  WEST
                    I didn't do shit!

                                  GORDON
                    No, you must've reversed the
                    polarity of the magnets.

                                  WEST
                    I did not do shit!
                           (he's had enough)
                    That's it --

       West lifts his leg to Gordon's collar to push him
       away, but then -- CLANG! The stiletto in his shoe
       dislodges and instantly sticks to Gordon's magnetic
       collar.

                                                         (CONTINUED)

       WILD WILD WEST - Rev. 4/9/99                              79C.

A137   CONTINUED:    (2)                                                A137

       For a mega-millisecond, West -- his foot stuck to his
       partner's neck -- is stunned. But before he knows what
       even happened, West flips upside down onto his shoulders.

                                  GORDON
                    Are you all right?

                                  WEST
                    Oh, I'm peachey. Now help me get
                    my boot off!

       First, Gordon -- trying to get some leverage -- puts his
       foot in West's crotch and pulls the boot.

                                   WEST
                    Ahhhh!

                                  GORDON
                    Apologies, apologies.

       Gordon struggles to free the writhing West from the boot
       (attached to Gordon's collar).

       Finally, West's foot comes free. But when he sits up
       -- THWAP! His collar is sucked into Gordon's belt buckle.
       West is face to face with his partner's crotch.

                                  WEST
                    Do me a favor. When you're
                    telling this story to your
                    grandkids, leave this part out.

                                   GORDON
                    Don't worry.

       West starts unbuttoning Gordon's belt.

                                  WEST
                    Now, when I undo your belt,
                    I'm going to run as fast as I
                    can that way, and you run as
                    fast as you can the other way.
                    Understand?

                                  GORDON
                    You're going to run as fast as
                    you can one way and I'm going to
                    run as fast as I can the other...?
                    Ingenious.

                                  WEST
                    One... two...
                           (undos belt)
                    Three!

                                                         (CONTINUED)

       WILD WILD WEST - Rev. 4/9/99                                  79D.

A137   CONTINUED:    (3)                                                    A137

       The men run in opposite directions. (Gordon's belt on
       West's collar, West's boot on Gordon's). They get about
       thirty, forty yards. Then --

       They're yanked backwards into each other.

       SPLASH! They fall in the water -- back to back. Every
       time one rolls up and catches his breath, the other is
       under water.

                                  WEST
                           (rolling face up)
                    Get off me, you steaming pile of
                    (GURGLE)!

                                  GORDON
                           (rolling face up)
                    I'm trying, you son of a (GURGLE)!

                                  WEST
                                               (rolling face upGURGLE)        you!

                                  GORDON
                                           (rolling face upGURGLE)    yourself!

       Finally they roll out of the stream and onto dry land.
       They sit up, out of breath, stuck together, back to back.

                                  WEST
                    I do not want to spend the rest
                    of my life looking like a meatball
                    on a plate.

                                  GORDON
                    We're going to have to discuss
                    bathroom etiquette soon. Very
                    soon.

       ANGLE ON TOOL KIT

       bobbing in the stream.    Gordon grabs it out of the water.

                                  GORDON
                    Aha. My auxiliary tool kit.
                    I forgot all about it. It must've
                    slipped out of my pocket.

                                  WEST
                    Your pocket? Why wasn't it
                    attached to some spring-loaded
                    something-or-other that shoots
                    out of your ass?

                                                          (CONTINUED)

       WILD WILD WEST - Rev. 4/9/97                               79E.

A137   CONTINUED:    (4)                                                 A137

                                   GORDON
                    Because that, my friend, would be
                    uncomfortable.

                                                        CUT TO:


137    EXT. DESERT - NIGHT                                               137

       Gordon, lips parched, clothes tattered, peers impatiently
       over the metal collar as West works on it with some lock
       picks. West's collar is already off.

                                                         (CONTINUED)

      WILD WILD WEST - Rev. 09/03/98                                80.

137   CONTINUED:                                                          137

                                 WEST
                   Why didn't you tell me you had an
                   'auxiliary' tool kit?

                                 GORDON
                   I did tell you, but in your zeal
                   to run and leap off a two-hundred-
                   foot cliff, I don't think you
                   heard me.

      West eats the grilled Gila monster voraciously. And
      eats. And enjoys it more. And eats. He notices Gordon
      watching him.

                                 WEST
                   What?!

      Gordon looks to the heavens and recites.

                                 GORDON
                   '... Take physic, pomp; Expose
                   thyself to feel what wretches
                   feel, That thou mayst shake the
                   superflux to them, And show the
                   heavens more just.'

      Gordon's quote has gone on.       And on.   And on.   He notices
      West watching him.

                                 GORDON
                   What?!

                                 WEST
                   You know, Gordon, you can be quite
                   annoying -- flaunting that fancy
                   education.

                                 GORDON
                   Well, truth be told, I never had a
                   fancy education -- not a formal
                   one, anyway.

                                 WEST
                          (looks at Gordon's
                           ring)
                   The Harvard thing seems pretty
                   formal to me.

                                 GORDON
                   This ring? This ring isn't real.
                   Do you want it?
                                 (MORE)

                                                            (CONTINUED)

      WILD WILD WEST - Rev. 09/03/98                           80A.

137   CONTINUED:    (2)                                               137

                                 GORDON (CONT'D)
                          (takes ring off and
                           tosses it into fire)
                   A prop. I'm an actor. Or was. I
                   gave it up. I went by the name of
                   Arthur Gordon. Ever hear of me?

                                 WEST
                   No. How did you wind up in this
                   line of work?

                                 GORDON
                   The pinnacle of my life in the
                   theater came in a production of
                   Our American Cousin -- a light
                   comedy -- at Ford's Theater in
                   Washington. There was this one
                   line I had... always got the
                   biggest laugh in the show. One
                   night, it drowned out the
                   gunshot that killed President
                   Lincoln.
                          (beat)
                   I decided to devote my talents to
                   making sure that never happened
                   again.


      CLOSE - TARANTULA

      walks slowly across West's outstretched hand.

                                 GORDON
                   Uh... There's a spider on your
                   hand. Doesn't that bother you?

                                 WEST
                   She doesn't want any trouble.
                   She's just trying to get warm.

      He puts the spider down into the sand.

                                 GORDON
                   How come you know so much about
                   the desert, anyway?

                                 WEST
                   The Indians taught me. I lived
                   out here when I was a boy.

      Gordon starts to ask West something but West doesn't want
      him to pry further.

                                                       (CONTINUED)

      WILD WILD WEST - Rev. 09/03/98                            81/82.

137   CONTINUED:    (3)                                               137

                                 WEST
                   Hey -- watch --

      He points toward a small black wasp flying from above.

                                 WEST
                   The desert wasp... one of the
                   world's great hunters. She'll
                   kill the tarantula -- and lay her
                   eggs on it, so her babies can have
                   something to eat.

                                 GORDON
                   Now I'm really hungry.
                          (beat)
                   How did your parents, who I assume
                   were Negroes, feel about you being
                   raised by Indians?

                                 WEST
                   They didn't have much to say about
                   it. I was sent to another
                   plantation when I was little. Ran
                   away as soon as my legs were
                   strong enough to take me.

      West can see the effect his story has had on Gordon.

                                 GORDON
                   Did you ever see your family
                   again?

                                                        (CONTINUED)

      THE WILD WILD WEST - Rev. 8/28/98                        83.

137   CONTINUED:    (4)                                              137

                                 WEST
                   Yeah...
                          (stands, kicks
                            out fire)
                   They were at the camp at New
                   Liberty.

      Now they both stare into the fire.    Finally Gordon
      speaks.

                                 GORDON
                   I'll help you get him, Jim.


138   EXT. UTAH - DESERT - MORNING                                   138

      West and Gordon trudge through an endless sand dune,
      side by side, chests out, jaws set. They're partners,
      goddammit!

                                  GORDON
                   You have no idea where you're
                   going, do you?

                                 WEST
                   I know exactly where I'm goin'
                   ... Spider Canyon.

      Gordon stops to catch his breath.

                                 WEST
                          (stops, looks back)
                   But I'm never gonna get there
                   with you draggin' that damn
                   thing around!

      Now we see Gordon's got the heavy metal collar in his hand.
      West grabs him and they start to walk away -- Gordon
      listing noticeably.

                                 GORDON
                   While a magneto of this power
                   may not inspire your scientific
                   curiosity, it does mine. Besides,
                   you never know when it might come
                   in handy.

      Gordon suddenly disappears OUT OF FRAME. West stops
      to see what's happened to his partner now...

                                                       (CONTINUED)

      THE WILD WILD WEST - Rev. 8/28/98                           84.

138   CONTINUED:                                                        138

      ANGLE - GORDON

      He's on his back, arm holding the metal doughnut
      straight out over his head, being dragged across the
      desert floor by some unseen force.

      Gordon snowplows backwards through the sand for 40 feet,
      finally coming to an abrupt stop with a metallic klang!

      West deadpans this bit of insanity, walks over, and with
      the toe of his boot, uncovers the explanation -- iron
      railroad tracks covered by drifting sand.

                                 WEST
                   Arte... when you're right, you're
                   right.

                                 GORDON
                   Well I think our partnership is
                   taking a big step forward. You
                   finally admitted I was right about
                   something.

      West helps him up. Then, as or two heroes follow the
      tracks into the distance... towards Spider Canyon...

                                 GORDON
                   Now... how about admitting you
                   were lost?

                                    WEST
                   Don't push it.


139   EXT. SPIDER CANYON RIM - DAY (LATER)                              139

      West and Gordon trudge past the Wanderer.     It's parked
      at the end of the line, looks deserted.

                                 GORDON
                   Jim, I know I've hallucinated
                   it several times before, so is
                   that really the Wanderer?

                                 WEST
                   That's the Wanderer.

      Gordon seems relieved to know his beloved train is not
      another mirage. They continue on to the rim of the
      canyon, peer over the edge. Reacting to what they see...

                                 GORDON
                   And would it be too much to
                   hope that I'm simply seeing a
                   World's Fair down there... ?
                                                        (CONTINUED)

      THE WILD WILD WEST - Rev. 8/28/98                        85.

139   CONTINUED:                                                     139

                                 WEST
                   Yeah, it would. That's Loveless'
                   Lair.


140   EXT. SPIDER CANYON - POV FROM RIM - DAY                        140

      A natural bowl that appears to have been made by a
      meteor, is gouged out of the desert floor. In the bowl
      are several spectacular Victorian-style buildings made
      almost entirely of glass, plus a huge silo. Ant-sized
      figures are moving around.


141   OMITTED                                                        141


142   EXT. SPIDER CANYON - DAY                                       142

      Now they hear a strange sound. To modern ears, a WHINE
      as from a jet engine. Loveless appears in the f.g. He's
      rising on a steel platform as if on some unseen elevator.
      Up, up, up he goes... as now more of the contraption comes
      INTO VIEW. Alloy girders, multi-levels, control boards...
      all open in an Eiffel Tower-like effect.

      West and Gordon scramble for cover behind a rock as a
      giant metal Tarantula steps over the rim in full
      terrifying glory. Eight legs, five stories high.

      The thorax of the giant spider bristles with Gatling guns
      and all manner of weaponry. As the shadow of the monster
      passes over their faces...

                                 GORDON
                   Now that's impressive.

                                 WEST
                   Nice to see an invention that
                   actually works.


143   EXT. TARANTULA - BRIDGE - DAY                                  143

      Loveless is sitting in a captain's seat 60 feet in the
      air. He's surrounded by his adoring crew Amazonia,
      Munitia and Lippenreider. He spreads his arms wide,
      world at his feet.

                                                               86.

144   EXT. SPIDER CANYON RIM - ANGLE - GORDON AND WEST - DAY         144

      They watch the Tarantula head toward a narrow opening
      between two red-rock outcroppings.

                              GORDON
                       (dismissive)
                We'll see about that. The fool
                doesn't even realize he's trapped.


145   EXT. MESAS NEAR SPIDER CANYON RIM - DAY                        145

      Suddenly... a VOLLEY OF CANNON FIRE EXPLODES the
      impediment to dust. The Tarantula marches on.


146   OMITTED                                                        146
&                                                                    &
147                                                                  147


148   INT. WANDERER - PARLOR CAR (STOPPED) - DAY                     148

      West is dressing for battle. He straps his six guns
      on his hips, flips the pool table over, grabs a coach
      gun, tucks that behind his chaps.

      He belts on his shotgun shell bandolero. An extra six
      gun gets tucked in the belt. Another in his boot.
      Pocketfuls of shells. The man's ready for war.

                               WEST
                Gordon, let's ride!
                       (pause)
                You do know how to ride...?

      He sticks his head through the door to...


149   INT. WANDERER - LAB CAR (STOPPED) - DAY                        149

      Gordon's Nitro-cycle is out.   Gordon fusses with it and
      some canvas.

                              WEST
                ... A horse, I mean.

                              GORDON
                       (distracted)
                Yes... I know how to ride a horse.
                When the situation calls for
                something primitive.

                                                     (CONTINUED)

                                                             87.

149   CONTINUED:                                                   149

                                 WEST
                   How about now? There's a big
                   spider stompin' towards our
                   President!

      But Gordon won't be hurried. He has a big book out,
      studies it, then looks back to his Nitro-cycle.

                                 GORDON
                   I was just thinking about another
                   spider. Remember in the desert,
                   when that little wasp killed the
                   tarantula...?

      West rolls his eyes impatiently.

                                WEST
                   Yeah. Well, the wasp had a small
                   advantage. It could fly.

                                 GORDON
                   Exactly!

      Gordon excitedly shows the book to West. Pictured is an
      archaic sepia diagram of a weird aircraft. West looks at
      it in disbelief as Gordon prattles on manically.

                                 GORDON
                   In 1540, Leonardo Da Vinci
                   invented a flying machine called
                   the 'Ornithopter.' Though he
                   never actually flew it...

      West's heard enough.    He grabs Gordon, shakes him.

                                 WEST
                   Artemus! There's no time for
                   plans or half-cocked inventions!
                   They don't work. We gotta stick
                   to what we're each good at!

      As West drags Gordon to the wardrobe...


150   EXT. DESERT (UTAH) - DAY                                     150

      Two riders galloping TOWARD CAMERA. As they THUNDER
      PAST, we see West is in the lead, jaw set. And right
      behind him comes... President Grant...?! (It's Artemus
      in disguise, of course. And he actually can ride a
      horse.)

      THE WILD WILD WEST - Rev. 6/15/98                       88.

151   EXT. PROMONTORY POINT - CLOSE ON GOLDEN SPIKE - DAY           151

      being held in the stubby fingers of Ulysses S. Grant.
      He's reading an inscription on it.

                              PRESIDENT GRANT (O.S.)
                May God continue the unity of our
                country...

      CAMERA PULLS BACK to reveal a crowd present to watch
      President Grant knock in the famous spike. Behind him,
      two train engines are facing each other. The detectives
      scan the crowd for possible trouble.

                              PRESIDENT GRANT
                ... as this railroad unites the
                two great oceans of this world.

      Now he swings back the sledgehammer... but at the top of
      his swing...


      CLOSE - SPIKE

      starts to shake, wiggle, and actually pop out of its
      hole. Very curious. As it begins to hop on the ground,
      bounced by a RESOUNDING THUMPING...


      ANGLE ON GRANT AND CROWD

      look across the desert to see...


152   EXT. PROMONTORY POINT - LONG SHOT - DAY                       152

      The Tarantula in full view. People start screaming
      in terror as it appears over a ridge, huge even at
      this distance. The metal beast closes the 200-yard
      distance in seconds.

      The citizens flee. The detectives are not far behind
      them. The soldiers take cover and ready their weapons.
      Grant stands his ground... even as a huge FOOT CLOMPS
      down in front of him, VIBRATING the CAMERA.


153   EXT. TARANTULA - BRIDGE - DAY                                 153

      Loveless talks into a microphone which BOOMS his
      voice out through AMPLIFIED SPEAKERS.

                                                    (CONTINUED)

                                                                89.

153   CONTINUED:                                                      153

                                 LOVELESS
                   Well, isn't this a coincidence!
                   I'm out for a little mornin' ride,
                   and right in the middle of
                   nowhere, I bump into General
                   Ulysses S. Grant himself!
                          (leans over edge,
                           mocking salute)
                   We've never been properly
                   introduced. I'm Dr. Arliss
                   Loveless, formerly with the
                   Confederate Army.


154   EXT. PROMONTORY POINT - DAY (INTERCUT WITH TARANTULA            154
      BRIDGE)

      Cool and collected, Grant lights a cigar.

                                  PRESIDENT GRANT
                   Yes, Dr. Loveless, what can I do
                   for you today?
                          (to his military aides)
                   Flank him, left and right.

                                 LOVELESS
                   I have a humble abode nearby, and
                   I hope you'll accept my
                   hospitality. I have a little
                   proposition to make.

                                 PRESIDENT GRANT
                   What proposition is that?

                                 LOVELESS
                   The unconditional and immediate
                   surrender of the United States of
                   America to the Loveless Alliance.

                                 PRESIDENT GRANT
                   I didn't realize we were at war.

      Loveless gives the nod to Munitia.


155   EXT. PROMONTORY POINT - DAY                                     155

      KABOOM! The CANNON blows the President's train to
      smithereens.


156   EXT. TARANTULA BRIDGE - DAY                                     156

      Loveless giggles.

                                                        (CONTINUED)

                                                               90.

156   CONTINUED:                                                     156

                                 LOVELESS
                   How about now...?


157   EXT. PROMONTORY POINT - BEHIND OBLITERATED TRAIN - DAY         157

      The crowd who'd taken refuge behind it runs away in
      panic. All but one of them. A second President Grant
      (Artemus Gordon). He calmly lights a cigar on the
      flaming train, strides up to the other Grant, and
      shouts up at Loveless.

                                 GORDON/GRANT
                   In matters of war, the person to
                   talk to would be me.

      If there's anyone more surprised than the President
      himself it's...


158   EXT. TARANTULA BRIDGE - DAY (INTERCUT WITH PROMONTORY          158
      POINT)

      Loveless, squinting down at the two Grants. This new
      wrinkle has also attracted the attention of the
      Love-lettes and everyone else aboard.

                                 LOVELESS
                   Now just who are you?

                                  GORDON/GRANT
                   The President.
                          (turns to President,
                           snorts)
                   He's just an actor hired to stand
                   in for me on public occasions. A
                   very bad actor, I must say... a
                   little puffy and overweight.

      As the President eyes him, puffs on his cigar,
      Gordon/Grant apes his every move, bigger, mockingly.

                                  PRESIDENT GRANT
                          (aside)
                   Gordon, you've got a lot of brass.
                   Where's West?

                                 GORDON
                   You know him, sir...

      Gordon/Grant shifts his eyes toward...


159   OMITTED                                                        159

                                                               91.

160   EXT. PROMONTORY POINT - REAR OF TARANTULA - DAY                160

      West running undetected to the rear leg. As the lone
      cowboy starts to climb up toward the belly of the beast...


161   EXT. PROMONTORY POINT - TWO GRANTS - DAY                       161

      Gordon/Grant turns to an Army officer, standing behind.

                              GORDON/GRANT
                       (loudly)
                Captain, get this man out of my
                sight! And next time get me a
                real actor!

      As the bewildered captain starts to lead the President
      away...


162   EXT. TARANTULA - BRIDGE - DAY                                  162

      Loveless has had enough.

                              LOVELESS
                Take them both!!!

      Munitia, manning a sort of cannon, takes a bead on
      the two Grants. She pulls the trigger...


163   EXT. PROMONTORY POINT - TWO GRANTS - DAY                       163

      ... and a sticky white silk shoots out covering both
      Grants with spider web material.

                              PRESIDENT GRANT
                Well, Gordon... was this part of
                your plan?

                              GORDON
                I'm by your side, sir.   That's
                what's important.

      Now Munitia hits a lever and they're hoisted up off the
      ground. They only get a couple of feet when... BLAM!
      West shoots the mechanism and it jerks to a stop.

      All eyes turn to the source of the sharpshooting...


164   EXT. PROMONTORY POINT - TARANTULA LEG - DAY                    164

      West has almost reached the lowest deck. Now all the
      firepower of the Tarantula is trained on him.

                                                                92.

165    EXT. TARANTULA - VARIOUS SHOTS - DAY                           165

       Amazonia's on the Gatling gun. Munitia and several other
       goons on lower decks OPEN UP on West, too.


166    EXT. PROMONTORY POINT - TARANTULA LEG - DAY                    166

       West takes cover behind the steel girders, SIX-GUNS
       BLAZING. All his GUNS BLAZING.


167    EXT. PROMONTORY POINT - DAY                                    167

       But West's bullets, as well as the Union soldiers'
       covering FIRE, PING harmlessly against the Tarantula's
       ALLOY SKIN.


A168   ANGLE ON BRIDGE - LOVELESS                                     A168

       grows impatient with the gun battle.   He pulls a lever.


168    OMITTED                                                        168
&                                                                     &
169                                                                   169


170    ANGLE - WEST                                                   170

       Down below, nozzles on the Tarantula's legs suddenly
       ERUPT in clouds of skin-scalding STEAM. West screams
       in pain and falls... 30 feet...


171    EXT. PROMONTORY POINT - DAY                                    171

       ... to the ground, his head hitting a rock. As the two
       Grants witness it THROUGH the sticky spider ball...

                                                      DISSOLVE TO:


172    EXT. LOVELESS'S LAIR - AMPHITHEATER - DUSK                     172

       Loveless, wearing a black tunic festooned with medals
       and a Prussian-style helmet with a horse hair plume,
       raises his arms Nixon-like as a band plays a flourish.

                               LOVELESS
                 Bonjour, buenas tardes and good
                 day! Great glorious day! A day
                 of healing for the wrongs that
                 have been done to us all!

                                                      (CONTINUED)

                                                               93.

172   CONTINUED:                                                     172

      Framed by a large flag featuring the spider emblem, he
      looks out from center stage of a Greek theater at the
      crowd of foreign dignitaries seated around him.

                                 LOVELESS
                   ... Oh, how long have we waited!


      ANGLE - AMAZONIA, MUNITIA AND LIPPENREIDER

      dressed in tight Fascist-brown tankwear, rise from their
      seats and applaud. The only people not applauding are a
      row of haggard, bearded scientists and the manacled
      prisoners Gordon (sans disguise), Rita, Grant and
      Coleman.

                                 LOVELESS
                          (looks to
                           Englishman)
                   ... 1776, wasn't it, old bean?
                   Most expensive cup o' tea in
                   history...!

      As the Englishman dignitary nods soberly...


173   EXT. PROMONTORY POINT - DUSK                                   173

      West's body hasn't moved. The only change is that now
      a line of ants crawls across his face. We watch, hoping
      for a twitch, something... But there is none. The ants
      march over lifeless eyes, swarm onto the bloody cut on
      his head. If we're not convinced he's dead...


      ANGLE - VULTURE

      circles lower, finally landing right by West's head.   As
      the hideous carrion-eater leans over West's face...


      EXTREME CLOSEUP - WEST'S EYES

      A shadow falls across them. But instead of the pecking
      red beak, a human hand appears IN the FRAME. Brushes the
      ants away. We hear an INDIAN INCANTATION over. Then
      finally... West's eyelids flutter open.


      WEST'S POV - NAVAJO SHAMAN

      standing over him. BLURRY, back-lit by the sun, the face
      of West's Indian friend. The healer who can turn himself
      into a bird.

                                                      (CONTINUED)

                                                                94.

173   CONTINUED:                                                      173

      As West sits up groggily, feels his head. Hey, it's
      okay. As he makes a mental note to always be kind to
      animals...


174   INT. LOVELESS'S LAIR - AMPHITHEATER - DUSK (SAME TIME)          174

      Loveless continues his speech to the foreign contingent.

                                 LOVELESS
                          (looks to Hudson
                           the indian)
                   Manhattan for a handful of beads?
                          (raises his hand;
                           injun-style)
                   How?
                          (to the Mexicans)
                   Remember the Alamo indeed!
                          (humbly to crowd)
                   Today I'm proud to be able to sit
                   before you and tell you the wrongs
                   will be righted... the past made
                   present... the United, divided!

      To thunderous applause. Loveless signals for the flag to
      be pulled down, revealing...


      ANGLE ON MAP OF "THE DE-UNITED STATES"

      There have been some significant internal changes which
      Loveless now describes. The delegation from each country
      stands when they hear their name.

                                 LOVELESS
                   Great Britain gets back the
                   thirteen original colonies...
                   minus Manhattan.
                          (off applause)
                   Florida and the Fountain of Youth
                   go back to Spain!
                          (off applause)
                   Texas, New Mexico, California,
                   Arizona revolve a Mexico!
                          (off applause)
                   And the Louisiana Purchase reverts
                   back to the King of France!

      In the front row Rita leans over to Gordon.

                                 RITA
                   Queen of Spain. King of France.
                   I was close.

                                                        (CONTINUED)

                                                                95.

174   CONTINUED:                                                      174

                                  MUNITIA
                           (jostles her)
                   Shut up and listen to a real
                   genius!

      Finally Loveless taps Colorado, Kansas, Utah and Nevada
      -- now labelled as "Loveless Land." Smiles impishly.

                                 LOVELESS
                   And a tiny piece for me to retire
                   on.

      There's appreciative laughter.


175   INT. WANDERER - PARLOR CAR - WEST - SAME TIME                   175

      stumbles in and looks around discouraged.

      The place has been ransacked. The gun cabinets are
      empty, the Gatling lamp removed. All that's left is
      Gordon's Nitro-cycle and his wardrobe full of dresses.

      West tries every secret hiding place. Nothing. Finally
      he finds Gordon's belt buckle/derringer. He opens the
      breech. Only one dinky bullet. He throws down the belt
      in disgust.


176   INT. LOVELESS'S LAIR - AMPHITHEATER - LOVELESS - DUSK           176

      sits behind a desk that has been brought to center stage.
      Loveless unrolls a document, signs his half of it.

                                 LOVELESS
                   My partner nations insist that we
                   make this as legal as possible.
                   Personally, I like the symmetry of
                   it. After all wasn't it you who
                   made us sign a surrender at
                   Appomattox?

      Loveless snaps his fingers. Amazonia drags Grant out of
      his seat and sticks a pen in his manacled hands.

                                 PRESIDENT GRANT
                   Never will I sign that paper,
                   never will the United States ever
                   surrender!

                                                        (CONTINUED)

                                                               96.

176   CONTINUED:                                                     176

                                 LOVELESS
                   Well, sir, we're at loggerheads
                   then, aren't we? And I suppose
                   the threat of death to someone
                   with your valorous war record,
                   would mean nothing.

      Grant sets his jaw intractably.     He's right about that.

                                 LOVELESS
                   ... so, if you still refuse to
                   sign this surrender... we'll start
                   by shooting your man, Gordon.

      Loveless whirls, nods to Amazonia who drags the President
      back to his seat, pulls Gordon out of his. Rita can't
      help her outburst.

                                 RITA
                   Artemus!

      Artemus smiles at her, extremely brave under the
      circumstances. He whispers to Rita and the President.

                                 GORDON
                          (tugs at his vest)
                   Don't worry, I'm wearing the
                   Impermeable.

      Rita turns to Grant. What the hell is that? Gordon has
      no time to explain as Amazonia hauls him up on the stage.
      As Munitia aims her rifle... Gordon holds up a finger.

                                 GORDON
                   If I may have one request... it's
                   that she aim at my heart... which
                   has loved this great country so
                   much!

                                 LOVELESS
                          (considers for a moment)
                   Shoot him in the head.

                                 GORDON
                   Great.

      Munitia cocks her rifle, then just as Loveless holds his
      hands up for the signal to fire... the lights dim...

                                                                 97.

177   INT. LOVELESS'S LAIR - AMPHITHEATER - DUSK                       177

      A candle-powered spotlight swings across the stage and
      illuminates... a deep-throated, bluesy black CHANTEUSE
      who starts singing the popular cathouse song, "Hangtown
      Gals."

                                 CHANTEUSE
                          (singing)
                   'Ohhh... Hangtown gals are plump
                   and rosy...'

      Loveless wheels his chair around to take a gander and
      forgets Gordon's execution instantly. And why not?
      She's young and beautiful in a RuPaul sort of way. About
      six feet tall, wearing the blue sequined number Gordon
      had in his dressing room.

      Accessorized with black mesh stockings, big feather boa,
      silver-buckled belt, lots of frilly petticoats for those
      can-can moves.

                                 CHANTEUSE
                          (singing)
                   'Hair in ringlets, mighty cozy...'

      She winds her finger around her ringlets and sticks out
      her derriere to the crowd. They stare, mouths agape at
      this piece of ass worthy of Othello.


      CLOSE - LOVELESS

      Intrigued.    Well, maybe more than intrigued.

                                  LOVELESS
                   A new girl!   What a nice surprise!

      He motions to hold up Gordon's execution, rolls to her.

                                  CHANTEUSE
                   'Painted cheeks and frilly
                   corsets.'
                          (bends over showing
                           her undergarment)
                   Touch them...'

      Loveless hears this as an invitation, reaches out with
      his hand and whap! She slaps him right in the face.

                                 CHANTEUSE
                   '... And they'll sting like
                   hornets!'

                                                         (CONTINUED)

                                                                98.

177   CONTINUED:                                                      177

      There's a hush in the crowd. Loveless, a red handprint
      on his face, is a little nonplussed. Amazonia moves in
      threateningly, but Loveless stops her, starts to laugh.

                                 LOVELESS
                          (making her name up
                           on the spot)
                   Ebonia! Why are you so cruel to
                   me?

      Ebonia has escaped a head-cutting neck bracelet. But she
      probably shouldn't be teasing a man who's having "ghost
      aches" in certain amputated places.


      ANGLE - GORDON

      waiting to be executed.    Something's not quite kosher
      about her for Gordon.

                                 GORDON
                          (musing to himself)
                   I have a dress like that.


      ANGLE - CHANTEUSE

      Now with the crowd singing along, she pulls out all the
      stops. Her gestures and dance moves become more
      exaggerated, she's in the thrall of her audience.

                                 CHANTEUSE
                          (singing)
                   'Hangtown gals are lovely
                     creatures
                   Think they'll marry Mormon
                     preachers.'

      She sashays over to the French dignitary, pulls his
      monocle out of his eye and blows hot breath on it,
      steaming it up. As she pops it back on his face...

                                 CHANTEUSE
                          (singing)
                   'Heads thrown back to show their
                   features...'

      Now she puts her cheek next to Rita as if matching their
      relative beauty while picking the pocket of Lippenreider.

      Rita pushes her away disgustedly but not before Ebonia
      hands Coleman the keys to the cuffs. Coleman looks from
      the keys to Ebonia. He just caught on.

                                                      (CONTINUED)

                                                                 99.

177   CONTINUED:    (2)                                                177

                                 COLEMAN
                   Go, Ebonia, go.

      Then Ebonia prances on stage to Gordon, cuddles up to
      him. Gordon looks at the big beautiful black woman with
      a mixture of amusement and relief. Of course, it's his
      "I'd rather be dead" partner, Jim West.

                                 WEST
                          (singing)
                   Ha... Ha... Hangtown girls...

                                 GORDON
                   Not to sound ungrateful, but you're
                   a little over the top.

                                  WEST
                          (sings)
                   Ha... Ha... Ha...

      West/Ebonia wraps the feather boa around Gordon's neck --
      hiding the derringer in the palm of his hand. Gordon looks
      worried. What's he going to do with a gun? As he tucks
      it up his sleeve...

                                 GORDON
                   Let me warn you about that
                   dress...

                                 WEST
                   Gotta go. Big finish...
                          (belts it out)
                   'Ha, ha, ha! Hangtown gals!!!'

      An immediate standing ovation. The diversion allows
      Coleman to unlock both Grant's and Rita's shackles.
      Grant looks at the keys.

                                 PRESIDENT GRANT
                   Where'd those come from...?

                                 COLEMAN
                          (nods to Ebonia)
                   Captain West.

      Their eyes practically pop out of their heads.

                                 RITA
                   She's... no...!


      ANGLE - EBONIA/WEST

      One more time.

                                                         (CONTINUED)

      THE WILD WILD WEST - Rev. 7/1/98                         100.

177   CONTINUED:    (3)                                               177

                                 WEST
                          (singing)
                   'Ha, ha, ha... Hang... Town...
                   Girls!!!'

      Suddenly the tassels on his bosoms are spinning to the
      delight of the crowd.

                                 WEST
                          (suddenly blinks)
                   Wait a minute. What the hell
                   is this?

      He stops, but his tassels are still spinning on their
      own.


178   INT. LOVELESS'S LAIR - AMPHITHEATER - DUSK                      178

      Immediately two FLAME THROWERS EXPLODE from his cone-like
      bosoms.

      Maybe he should've listened about the dress. He turns to
      Gordon questioningly, and inadvertently incinerates one of
      Loveless's goons. He howls in pain, runs panicked...
      right into Rita.

                                 RITA
                   Serves you right for staring at
                   them.

      As she relieves the charred goon of his keys... Loveless
      turns to the rest of his goons.

                                 LOVELESS
                   Kill him!
                          (off their confused
                           looks, points)
                   Him! Him! The girl!

      Finally getting it, they rush Ebonia. Even his 4th of
      July breasts aren't a match for them. Desperate, West
      reaches way down in his undergarments to retrieve one of
      Gordon's billiard balls. He depresses the number and
      rolls it at the guards.

                                 GORDON
                   Was that the eight ball?

                                 WEST
                   Mmm-hmm.

      Gordon grabs West and Rita, pulls them behind the bar.

                                                     (CONTINUED)

      THE WILD WILD WEST - Rev. 7/1/98                         101.

178   CONTINUED:                                                      178

                                 GORDON
                   That one's an incendiary bomb.

      KA-BOOOOM! An EXPLOSION rips the place and a Santa Ana-
      sized fire starts immediately.

      Rita jumps up and makes her way through the smoke to a
      bearded SCIENTIST.

                                 WEST/GORDON
                   Rita!

      She unlocks his neck collar, turns to them and smiles.

                                 RITA
                          (disappearing into
                           the chaos)
                   Meet me after the show!

      Both West and Gordon look after her with yearning as
      three goons charge them. Coleman, amazed at their
      torpor, quickly grabs a RIFLE from the incinerated goon
      and OPENS FIRE. BLAM! BLAM! BLAM!

      Three goons drop. Gordon and West exchange looks.
      Not bad for an emphysemic old engineer.

                                 COLEMAN
                   Special Marshal... President
                   thought you needed some lookin'
                   after.

      Speaking of the President... he's grabbed a dead goon's
      RIFLE, and is LAYING DOWN a pretty good field of FIRE
      himself. Suddenly, he gets a tap on the shoulder from
      behind. It's Amazonia. Whap, she sends a right to his
      chin knocking him out. She throws him over her shoulder
      and carries him away.


179   INT. LOVELESS'S LAIR - AMPHITHEATER - BEHIND STAGE -            179
      DUSK

      As fire engulfs the place, Loveless has no choice but to
      retreat... for now. Surrounded by a cadre of his women,
      who carry the unconscious President Grant, Loveless heads
      through a round STEEL VAULT DOOR. As Amazonia swings the
      door closed, the foreign dignitaries BANG on the door
      begging for admittance.

                                                     (CONTINUED)

                                                                102.

179    CONTINUED:                                                      179

                                  FRENCH MINISTER
                    Monsieur, we are your partners!
                    You can't let us die in this
                    fire!!

                                  LOVELESS
                    It's not the first time y'all have
                    been burned in America.

       He chuckles, nods to Amazonia, who SLAMS the DOOR closed.


180    EXT. LOVELESS'S LAIR - AMPHITHEATER - WEST, GORDON AND          180
       COLEMAN - DUSK

       emerge from the smoking lair, coughing and gasping for
       breath. They watch helplessly as...


181    EXT. AMPHITHEATER - TARANTULA - DUSK                            181

       CLAMBERS out of the bowl -- with Grant captive on the
       bridge.


A182   EXT. AMPHITHEATER - DUSK                                        A182

                                  COLEMAN
                    This is diabolical! They've got
                    the President and I've still got
                    that silly song in my head!

                                  GORDON
                           (freaking out)
                    C'mon we gotta go! We gotta ride
                    horse! Something!

       West is watching the Tarantula, turns to calm him.

                                   WEST
                    No, Arte.   Right now, we need
                    a plan.

       Gordon tries to compose himself.

                                  WEST
                    That flyin' machine idea of
                    yours... were you just acting like
                    you knew what you were talking
                    about... or could you build it?


182    OMITTED                                                         182
&                                                                      &
183                                                                    183

                                                               103.

184   EXT. NEAR SPIDER CANYON - WANDERER - STOPPED - DUSK             184

      PANNING an expanse of canvas comprising a 20-foot wing
      span. In the b.g., we hear Gordon SCRIBBLING.

                              GORDON (O.S.)
                Now Bernoulli's Principle states
                that the air flowing over a bird's
                wings... is moving at a lower
                pressure than the pressure below
                the wing... that's called 'lift.'
                Course, it's just a theory... it's
                never been tested.


      NEW ANGLE - GORDON'S DRAWING

      It depicts a wing cutting through the air. Arrows
      indicating airflow. Circular lines indicating "life."
      Only one problem, it's upside down. Gordon remedies
      that. Looks sheepishly to West who, like him, is wearing
      a leather flight jacket and goggles.

                              WEST
                You're not makin' me feel any
                better.

      Now they attach the wing to the frame -- which is
      connected to the Nitro-cycle.

      Coleman, his ever-present cigarette dangling from his
      mouth, readies bombs from the gunpowder of cartridges and
      Gordon's design. They look like Flash Gordon's
      spaceship. He passes them out.

                              COLEMAN
                Here's a coupla bon voyage
                presents.

                              GORDON
                Coleman! Must you smoke when
                handling explosives!

      Gordon grabs them away from him and sits in the saddle of
      the Nitro-cycle. West looks at Coleman apologetically as
      he stuffs the bombs into his jacket.

                              WEST
                He's just a little nervous 'cause
                no one's ever flown before.

      West is barely on the back when Gordon kicks it over and
      they BLAST OUT OF FRAME.

                                                              104.

185   EXT. DESERT AND CLIFF - NITRO-CYCLE - DUSK                     185

      builds ground speed. Gordon is nervous at the wheel.
      West gives him an encouraging pat.

                              WEST
                Avant...! Avant!!!

      But their speed is not enough to get them airborne.

                              GORDON
                We're not getting enough lift!
                We need more speed!

      Then in an uncharacteristic move by Gordon, he turns the
      machine around and heads for the cliff.

                              WEST
                Hey, uh... that's the cliff over
                there, you know?

      He guns the accelerator.

                              GORDON
                Yes, I do know.

      And with that, the Nitro-cycle goes off the cliff! It
      disappears for the count of five. Then suddenly it
      swoops up and PAST CAMERA. They're flying!


186   EXT. SKY - DESERT WASP - IN FLIGHT - DUSK                      186

                              GORDON
                       (amazed)
                It worked...? It worked!!

                              WEST
                       (looking down)
                If you had to get one right, I'm
                real glad it was this one.

                              GORDON
                       (exhilarated, with
                        West-like abandon)
                Yeee-haaa!

      And with that, they bank the Desert Wasp around and fly
      off to save the Republic.


187   EXT. SILVERADO - TARANTULA - DUSK                              187

      is entering the town.

                                                               105.

188   EXT. BRIDGE - TARANTULA - DUSK                                  188

      Loveless turns to Grant, his face beaten and bruised.

                              LOVELESS
                Mr. President, I'll ask you once
                again. Sign the surrender or I
                decimate this town!

                              PRESIDENT GRANT
                You've had my answer.

      Loveless's face darkens as Amazonia hands him a tray of
      cotton balls.

                              LOVELESS
                       (as he puts in earplugs)
                I find the sound of people
                screaming while they get blown to
                smithereens, ruins the ear for
                music. Don't you?

      He offers them to the President.    Grant swats them away.

                              LOVELESS
                Commence firing!

      And with that the Tarantula OPENS FIRE on the town.
      There's a lot of stomping and smashing, too.


189   EXT. SKY - DESERT WASP (IN FLIGHT) - DUSK                       189

      high above the Tarantula. Gordon, lost in the joy of
      flight, turns to West who is more of a white-knuckler.

                              GORDON
                I think I'll call it...

                              WEST
                Lemme guess... an Elevation Enhancer?

                              GORDON
                       (why would you
                        call it that?)
                No, Air... Gordon.

      Now West points to the Tarantula and chaos below.

                              WEST
                Go down, down there!

                                                      (CONTINUED)

                                                               106.

189   CONTINUED:                                                      189

                                 GORDON
                          (as if to a child)
                   You can't just 'go down there.'
                   Flight depends on lift, which must
                   be calibrated to the angle of
                   descent...

                                 WEST
                   Shut up and go down there, will
                   ya?

      West reaches up, shoves the make-shift joystick forward.
      As the wasp plummets toward the bridge of the Tarantula
      and Gordon strains to keep control...


190   EXT. TARANTULA - BRIDGE - DUSK                                  190

      Loveless and Grant are oblivious to our heroes above.    He
      unlocks one of Grant's handcuffs, presents him with a
      pen.

                                 LOVELESS
                   Well, Mr. President. Have you had
                   enough yet? Would you like to
                   sign the surrender or shall we set
                   a course for Denver? Wichita?
                   Washington, perhaps?

      Suddenly there's a LOUD WHOOOSH and...


191   EXT. SKY - DESERT WASP (IN FLIGHT) - ABOVE SILVERADO -          191
      DUSK

      West and Gordon swooping down low. West unfastens
      BOMBS from his vest, waits for the right moment. As
      they swing past the Tarantula cannon, he drops them.
      BOOM! BOOM! The big gun falls limp.


192   EXT. TARANTULA - BRIDGE - DUSK                                  192

      The dumbfounded Tarantula crew, which has been whittled
      down to Miss Lippenreider, Amazonia and Munitia. They
      never counted on having to shoot something in the air,
      and can't raise their weapons any higher than 90 degrees.


193   EXT. SKY - DESERT WASP (IN FLIGHT) - ABOVE SILVERADO -          193
      DUSK

      West and Gordon banking around for another sortie.

                                                               107.

194   EXT. TARANTULA - BRIDGE - DUSK                                  194

      Loveless wheels his chair amid the smoke and chaos,
      shocked. WARNING HORNS are GOING OFF.

                              PRESIDENT GRANT
                Well, I'll be damned... it's West
                and Gordon... flying!

      Grant chuckles at the dauntless pair's pluck.

                              PRESIDENT GRANT
                Keep that surrender handy. I
                think you're going to need it!

                              LOVELESS
                Don't be too sure...

      Loveless thinks for a moment, pushes Grant out of the
      way, and rolls over to the controls. He pushes a lever
      and the Tarantula bends down on its knees. He barks to
      Munitia.

                              LOVELESS
                I'm through with diplomacy... Take
                him away and kill him!


195   EXT. DESERT - TARANTULA - DUSK                                  195

      On its front knees...


196   EXT. TARANTULA - BRIDGE - DUSK                                  196

      Now its rear end is tilted up in the air giving
      Amazonia at the Gatling gun a shot at...


197   EXT. SKY - DESERT WASP (IN FLIGHT) - ABOVE SILVERADO -          197
      DUSK

      The BULLETS PERFORATE the Desert's Wasp's wings and BLAST
      through its STRUTS. They're going down!

                              WEST
                What does your boy da Vinci say
                about puttin' this bird down?

                              GORDON
                I don't think he thought it would
                ever work, so he didn't get that
                far. I'm open to suggestions.

                                                      (CONTINUED)

                                                               108.

197   CONTINUED:                                                      197

                                 WEST
                   Take out as many bad guys out as
                   you can.

      Gordon aims wasp at the Tarantula kamikaze-like just
      as...


198   EXT. TARANTULA - LOWER DECK - MUNITIA - DUSK                    198

      Munitia cocks back the hammer of her pistol and aims
      it at the President... The WASP CRASHES into her.
      The SHOT GOES OFF wildly and Munitia falls off the
      deck, to her death.

      As Grant and the wasp hang over the edge...


199   EXT. TARANTULA - BRIDGE - DUSK                                  199

      Loveless at the controls.

                                  LOVELESS
                   Munitia!   Munitia!!!


200   EXT. TARANTULA - LOWER DECK - DUSK                              200

      West and Gordon, bruised but alive, climb off the wasp
      and onto the lower deck. They pick up the President
      and dust him off.

                                 GORDON
                   Sorry about that, sir. Nose up,
                   flaps down. Have to remember that
                   next time.

                                 PRESIDENT GRANT
                   Son, never apologize for saving a
                   President's life.

      As Gordon realizes that he's finally made amends for that
      night long ago in Ford's Theater...

                                 AMAZONIA (O.S.)
                   Soon you all can fly again. This
                   time with little angel wings.

      West, Gordon and Grant turn to see Amazonia and
      Lippenreider with the drop on them.

      WILD WILD WEST - Rev. 4/9/99                             109.

201   EXT. TARANTULA - BRIDGE - DUSK                                  201

      West, Gordon, and Grant are now under Loveless's control.

                                LOVELESS
                  Gentlemen, I am truly impressed by
                  your effort and ingenuity. Why
                  not swear an oath of loyalty to
                  me... and forego your executions.

                                WEST
                  Why not? Well, I guess maybe I'd
                  rather see what happens when I
                  stuff your ass into that cannon
                  up there and fertilize the
                  landscape.

                                GORDON
                  Uh, Jim, I think a polite 'no'
                  would suffice...

      Loveless taps a button on his chair and the floor opens
      up beneath West. He goes crashing down a story.

      Loveless sics Amazonia on Gordon and Grant and proceeds
      down the ramp to the level below.

                                LOVELESS
                  Lippenreider, take over the
                  controls.
                         (looks down at West)
                  We may not have a woodshed on
                  board, but that boy is gonna get a
                  whoopin' anyway!


202   INT. BELLY OF THE BEAST - DAY                                   202

      West plunges down into the metal chamber. Oiled pistons,
      thrusting. Steam, billowing. Struggles to his feet.

      There, out of the shadows, steps...

      KNIFE GUY

      He's a mess... no hands, just brass collars where they
      used to be. They lock eyes.

                                WEST
                  So, I guess you're the one who's
                  gonna give me my whoopin'.

      They square off. A beat. Then, a long steely blade
      shoots out from where his left hand used to be.

                                                       (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                             109A.

202   CONTINUED:                                                    202

                                  WEST
                   Pfft.   I got one a' those.

      West reveals the less impressive four inch stiletto in
      his boot. Knife Guy responds by producing another
      blade from his other cuff.

                                 WEST
                   But you've got two of those.
                          (beat)
                   Okay, lemme talk to Gordon, I'll
                   see if he can...

      No time for talk. Knife Guy does a bad-ass series of
      moves. The blades criss-crossing one another at blinding
      speed. West, unimpressed, retorts with a lame shake of
      his stiletto and boot.

      And the fight begins...

      Knife Guy attacks! West narrowly escapes each thrust of
      the knife, and attempts a kick to the groin... but comes
      up short -- The stiletto collides with one of the blades
      and snaps like a carrot. His only weapon... gone.

                                  WEST
                   Damn.

      West rolls onto the railing to avoid the attack. Sparks
      fly as the Knife Guy tries to slice and dice West but
      misses each time, hitting the metal railing instead.

      West rolls to the floor, sucking air. Knife Guy lands
      a kick to West's ribs. And to make matters worse...

      WRENCH GUY

      just showed up. He swings his wrench at West's head.
      West ducks but gets kicked in the back. He sails across
      the room, lands flat on his back. Now...

      SHOVEL GUY

      makes an appearance. He hammers his shovel at West's
      groin, over and over. (West is in a crab position and
      backs up to avoid this.) West finally gets a kick in
      -- it does a moderate amount of damage.

      Wrench Guy appears and swings his huge wrench at West's
      head. West escapes it, barely...

      Knife Guy thrusts a side-kick at West's chest, but West
      catches his foot, holds on for dear life.

                                                      (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                             109B.

202   CONTINUED:    (2)                                             202

      Wrench Guy is inbound, with wrench in hand. He swings
      on West, but West blocks it with Knife Guy's leg... OUCH!
      West punches both of them. Wrench Guy tumbles OUT OF
      FRAME.

      West stands. Looking for a way out, but... no luck...
      Shovel Guy attacks. West ducks and the shovel connects
      squarely with Knife Guy's blades. West crouches and
      throws two simultaneous punches, each connecting with a
      set of jewels.

      West stands, follows it up with a right cross and left
      hook and these two jokers wind up OUT OF FRAME.

      Now... the Wrench Guy is on his feet and he's pissed!
      He attacks West, lands a solid kick to the chest and
      West flies backward toward a...


      HANGING CHAIN

      which he grabs. He scales the gears, gets a solid grip,
      then swings, a huge arc across the room, gaining momentum,
      and kicks Shovel Guy and Wrench Guy at the same time! Off
      their feet they go, slamming onto the metal floor.

      West lands. Knife Guy attacks. West uses the chain to
      block the blades which are flying at him, left and right.
      Sparks fly. West manages to wrap the chain around one of
      the knives, locks it down, and heaves it into the gears...
      the blade snaps.

                                 WEST
                   No more Mister Knife guy!

      West drops a stiff right-cross on the chin of the Knife
      Guy... wobbles his legs a bit. But before West can follow
      up...

      ANOTHER BLADE SHOOTS OUT

      to replace the broken one.    It stops about a half-an-inch
      from West's nose.

      A struggle ensues, but West manages to wrap the chain
      around Knife Guy's neck and string him up.

      West throws a kick to his back... Knife Guy, hanging by
      his neck, flies through the belly... (the chain is on a
      track)... and out of the mouth of the beast, down into
      the abyss, chain and all.

      Shovel Guy springs to his feet and swings on West. West
      grabs the shovel and they struggle for possession...

                                                      (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                            109C.

202   CONTINUED:    (3)                                            202

      Wrench Guy comes out of nowhere and wants a piece of the
      action. But West uses the shovel to deflect the swing-
      ing wrench... sparks fly.

      West gains sole possession of the shovel and mule-kicks
      Shovel Guy OUT OF FRAME. West spins just in time to
      land a crippling blow to Wrench Guy's back.

      Shovel Guy grabs the shovel. He and West tug-o'-war again.
      West ducks under the shovel and moves back-to-front with
      him. West elbows him in the ribs. He responds by putting
      West in a choke hold. West swings the shovel wildly but
      hits his target -- shovel Guy's head!

      West steps back, gets his footing and, for good measure,
      whacks him in the back.

      Wrench Guy attacks. West defends himself with the shovel
      and lands a stiff kick to his stomach. Wrench Guy goes
      down...

      West turns, hits Shovel Guy in the chest with the shovel
      and he goes down...

      Wrench Guy sneaks up on West from behind and swings at
      his head. West, on instinct, lifts the shovel and blocks
      the deadly blow at the last second.

      West has now found his rhythm...

      He swings and shovel and connects with... first, the
      foot, then the chin, and last but not least, the head --
      BOINK! West drops the shovel and, World Wrestling
      Federation style, picks him up and hurls him into the
      space between the gears. We won't see him anymore!

      West pivots and WHACK!... Shovel Guy plants a neat
      little roundhouse kick squarely on West's jaw. West
      backs up and catches another in the stomach. Then...

      Shovel Guy really shows what he's made of...

      He does a series of jump-kicks, round-houses and fan-
      kicks into the air. All perfectly timed, all deadly.

                                 SHOVEL GUY
                   I learned that from a Chinaman.

      West, without missing a beat, steps on the shovel, which
      flips into his hand and -- WHACK! -- lands a clean one
      right on the top of Shovel Guy's melon.

                                 WEST
                   I just made that up.

                                                     (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                            109D.

202   CONTINUED:    (4)                                            202

      Shovel Guy reels back and tumbles over the railing,
      through the hole and he's gone...

                                 WEST
                   Don't forget your shovel!

      West casts the shovel out into the abyss.

                                 WEST
                          (upward)
                   Is that all you got for me,
                   Loveless?!

      West, exhausted, turns and sees...

      METAL HEAD

      all seven feet of him. The top of his head is a metal
      plate. Extending downward, encircling his eyes. West
      soaks him in, sighs.

                                 WEST
                   Uh, I just threw my shovel out.
                   So this really isn't fair. If
                   you don't mind, I'd like to...

      West, at lightning speed, throws a sucker-punch/spin-
      ning back-fist to Metal Head's jaw... PING! That one
      really hurt... West's hand, that is. Metal Head isn't
      fazed a bit. West throws another shot, this time to
      the gut... PING! Then a kick to the groin... PING!!!

                                   WEST
                            (incredulous)
                   Noooo.

      Metal Head has had enough. He effortlessly picks West
      up by his lapels and flings him across the room. West
      tumbles, and lands right next to...

      WRENCH

      He picks it up and starts swinging! A shot to the body
      ... PING! Then another... PING! Then another... PINGGGG!
      Metal Head lurches forward, absorbing each blow with not
      so much as a twitch of the eye. West furries... PING!
      PING! PING! PING!... nothing! He goes for the head...
      PINNNNNNGGGG!... nothing! West is out of time. He's been
      backed up as far as he can go. His heels are dangling
      over the mouth of the beast, a thousand feet above the
      rocky cliff.

                                   WEST
                   Sorry.

                                                     (CONTINUED)

       WILD WILD WEST - Rev. 4/9/99                              109E.

202    CONTINUED:    (5)                                               202

       Metal head grunts, grimaces and pitches forward, toward
       West, slowly but menacingly... West braces himself.

                                  METAL HEAD
                    Urrrrrrrrrrggggghhh!!!

       West side-steps and Metal Head falls face first into
       the open air.

                                   WEST
                            (downward)
                    You guys just don't get out
                    enough.

                                                     CUT TO:


202A   INT. TARANTULA - BELOW DECK - DUSK                              202A

       West slowly gets up. Loveless is about to roll over
       him. He jumps up in the air, grabs onto an overhead
       strut, reverses and shoves the wheelchair off the ramp
       jamming the wheels.

       A smile comes to West's face as he watches Loveless's
       frustrated attempts at going forward and backward.

                                  WEST
                    When you get right down to it,
                    Loveless, you just can't beat
                    a good pair of legs.

                                  LOVELESS
                           (thin smile)
                    You're obviously not a poker
                    player, Mr. West...

       Loveless presses a button, the sound of MECHANICAL GEARS
       ENGAGING. Suddenly four metal legs appear from underneath
       the wheelchair, raising his body to a height of six foot ten.

                                  LOVELESS
                    Two pair always beats a pair.

       West stares up at him slack-jawed. Loveless rolls up his
       sleeves, steps away from the wheelchair ready to fight.

                                  LOVELESS
                    Now... Was it someone particularly
                    close to you who perished in that
                    military action?

       West responds with a roundhouse kick to the chin that
       makes Loveless spin around on the platform of his chair.

                                                         (CONTINUED)

       WILD WILD WEST - Rev. 4/9/99                           110.

202A   CONTINUED:                                                    202A

                                   LOVELESS
                            (stunned)
                    Hmmm.   Well, that hit a nerve.

       Loveless imitates West by kicking with a lightning flash
       of an alloy leg. It's a rib cracker that sends West
       sprawling.

                                  LOVELESS
                    A mother, perhaps? A father?


       CLOSE - WEST'S HAND

       He's just trying to get up when a cleated metal foot
       stomps down with hundreds of foot pounds per square inch.
       As West screams in pain...


203    EXT. TARANTULA - BRIDGE - DUSK                                203

       Gordon tries to come to West's aid, but Amazonia points
       a gun barrel at his temple. Gordon can only watch
       helplessly as...


204    INT. TARANTULA - BELOW DECK - DUSK                            204

       Loveless begins a metallic-flamenco, hands on his hips,
       his piston-like legs kicking West's body and head.

                                  LOVELESS
                    It feels so good to stretch my
                    legs.

                                                      (CONTINUED)

                                                               111.

204   CONTINUED:                                                      204

      West can't take much more of this, he's about to pass
      out. Loveless lowers his alloy foot over West's head and
      begins to crush it like a grape.

                                 LOVELESS
                   I likes to beat my feet on the
                   Mississippi mud!


205   EXT. TARANTULA - BRIDGE - DUSK                                  205

      Gordon watches in a tortured sweat as his partner tries
      to hold off the metal foot. But he's slowly losing.
      Gordon turns to his female captors, throws his arms out
      beseechingly. When he does, the derringer comes snapping
      out of his sleeve in the device which normally holds his
      pen.

                                 GORDON
                   Stop this violence!

      Gordon blinks at the gun. So do Lippenreider and
      Amazonia. Grant knows what to say, if Gordon doesn't.

                                   PRESIDENT GRANT
                   Drop 'em.

      They obey, chucking their guns overboard.


206   INT. TARANTULA - BELOW DECK - DUSK                              206

      West's eyes are popping out of his head, the mechanical
      pressure of Loveless's leg.

                                 GORDON (O.S.)
                   Stop or I'll shoot!

      If possible, West's eyes pop even further.     Gordon shoot?


      NEW ANGLE - LOVELESS

      looks up to see Gordon holding the derringer on him from
      up above.

                                 LOVELESS
                   You expect to kill me with that
                   little pea shooter?

                                   GORDON
                   If I have to.    Yes.

                                                       (CONTINUED)

      WILD WILD WEST - Rev. 10/7/98                            112.

206   CONTINUED:                                                      206

                                 LOVELESS
                   Why is it, that I'm unafraid?
                          (chuckles)
                   I believe you gentlemen are the
                   polar opposites of a moral
                   dilemma and I'm stuck in the
                   middle. On one end, we have
                   Mr. West, a man of primitive
                   vigours uncomplicated by
                   intellect. And on the other,
                   there's Mr. Gordon. A man of
                   ideas, but unlike myself, lacks
                   the passion to kill for them.
                   He'd like to be able to act his
                   way out of it. And for some
                   reason when he's actin', someone
                   always seems to get killed.

      Loveless puts more pressure on West's head, he groans.
      Gordon aims.

                                  WEST
                          (gasps)
                   Shoot him, Gordon...!

                                 LOVELESS
                   I'm right about you, aren't I,
                   Gordon? And that's why I'm
                   gonna kill your friend here.
                   Then I'm going to kill you.

      POP! The SHOT startles Loveless, West and even Gordon.
      But when Loveless realizes that he's not hit, he laughs.

                                 LOVELESS
                   After all that, you missed.

                                  GORDON
                   Not exactly.

      He gestures down Loveless's legs to a punctured metal
      tube that's spraying a stream of hydraulic fluid all over
      the deck -- rendering the foot on West's head, powerless.
      West gets out from under, rubs his neck to regain
      circulation.

                                 WEST
                   Better than a fountain pen, don't
                   you think.
                          (nods behind Gordon)
                   By the way, your chivalry's about
                   to be tested.

      Gordon turns to see...

                                                       (CONTINUED)

      THE WILD WILD WEST - Rev. 7/1/98                         113.

206   CONTINUED:    (2)                                               206

      ANGLE - AMAZONIA AND LIPPENREIDER

      Charging him. They smash into him, driving him to the
      rail. As they pummel him, trying to throw him over,
      Gordon realizes this is no time for passivity. He
      retaliates with a series of chops and kicks that would
      make West proud. Over the rail, goes Lippenreider. In
      that split-second before she drops, Gordon mouths
      "bye-bye."

      Before he can savor the moment further, Amazonia clubs
      him from behind. Gordon whirls and hits her so hard it
      surprises them both. Over the railing she goes! As
      Amazonia hovers there, President Grant gives her the
      kick in the pants she needs to go sailing.

                                 PRESIDENT GRANT
                          (to Gordon, impressed)
                   We'll be joining them in a moment
                   if you can't stop that thing!


207   EXT. TARANTULA - BRIDGE - DUSK                                  207

      Gordon turns to see Grant gesturing at the horizon. His
      eyes widen when he sees the flat mesa they are travelling
      comes to a sudden halt at a 1000 foot cliff.

                                 PRESIDENT GRANT
                   Let's see how clever you really
                   are...

      Gordon frantically starts pulling this lever and that.
      Meanwhile...


208   OMITTED                                                         208


209   INT. TARANTULA - BELOW DECK - DUSK                              209

      West approaches Loveless.    There's going to be some
      payback.

                                 WEST
                   For almost four long years I've
                   been trackin' the animal
                   responsible for the Massacre at
                   New Liberty. And I hear that's you...

      But with the hydraulic fluid, the fight has gone out of
      Loveless. His mechanical legs shrivel before our eyes,
      and Loveless sinks helplessly to the deck like the
      Wicked Witch.

                                                       (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                            114.

209   CONTINUED:                                                     209

      Whimpering pathetically, he uncouples his body from the
      useless contraption and slowly backs up to his wheelchair
      that's stuck against the railing.

                                 LOVELESS
                   Please, West... show a little mercy
                   to a poor defenseless cripple...

                                 WEST
                          (imitating his accent)
                   Now, now, Doctor... let's not cloud
                   this otherwise sunny day with that
                   poor-ol'-me-cripple-talk. Just
                   buck up and say to yourself, 'I am
                   indefatigably hard-pumpin' and
                   steely!'

      Loveless gets to his wheelchair and collapses in it.

                                 LOVELESS
                   After I kill ya, I swear I'm gonna
                   boil you down to axle grease!

                                 WEST
                   Now that's the ol' doctor I know!

      But the smile fades from West's face when he sees Loveless's
      shotgun armrests pop out leveled at his waist.

      West has nowhere to go but up as he leaps to grab the
      I-beam over his head just as Loveless pulls the triggers
      on both BARRELS... BOOM! BOOM!

      The SHOTS almost blow the heels off West's boots. They
      PUNCTURE a PIPE behind him. Steam spews out. This is
      going to have an effect on something.


210   EXT. TARANTULA BRIDGE - DUSK                                   210

      Gordon and Grant are trying different combinations to
      stop the thing. Finally, Gordon throws up his hands.
      He doesn't know what else to try when suddenly the
      Tarantula seizes up as if it just had a heart attack
      and tilts forward.


211   EXT. CLIFF - EDGE - DUSK                                       211

      The Tarantula lurches forward drastically and teeter-
      totters on the brink.

      WILD WILD WEST - Rev. 4/9/99                             114A.

212   INT. TARANTULA - BELOW DECK - DUSK                             212

      The sudden stopping jerks Loveless' wheelchair free.
      Despite his frantic efforts, he's rolling toward the
      opposite railing. When the wheelchair hits a pool of
      hydraulic fluid on the deck, it spins him around 180
      degrees.

      West jumps up, grabs a girder. The wheelchair spins
      under West's legs and then -- CLANK -- it slams into
      the railing and wedges there.


213   EXT. CLIFF EDGE - DUSK                                         213

      The impact makes the mighty beast jerk forward, inches
      away from toppling over.


214   INT. TARANTULA - BELOW DECK - DUSK                             214

      The jolt shoots West off the girder. He free-falls
      through the belly and out into the open air. Thinking
      quickly, he grabs onto the back of Loveless' wheel-
      chair. His arms nearly torn from their sockets. His
      weight causes the wheelchair to shift, now leaving it
      hanging on by a thread. West reaches out, grabs the
      wheel of the chair and hangs there.

                              LOVELESS
                Well, I'll be a monkey's uncle.
                How did we arrive in this dark
                situation?

                                WEST
                I don't know.    Guess I'm stumped!

                              LOVELESS
                And I'm so cotton-pickin' afraid
                of heights. They just give me the
                spooks!

                              WEST
                Ah, don't be afraid, Loveless.
                With this being the last leg of
                our journey and all, you should
                soak in the view, you're really
                missing something.

                              LOVELESS
                Mister West, I'm gonna cut this
                conversation short...

                              WEST
                Good one, Loveless.   I didn't think
                of that one.

                                                       (CONTINUED)

      WILD WILD WEST - Rev. 4/9/99                               114B.

214   CONTINUED:                                                       214

                                 LOVELESS
                          (furious)
                   Mister West!!! I am faced with a
                   difficult decision here. On one
                   hand, there is the overwhelming
                   love that I have for myself, and
                   on the other, the raw, seething
                   hatred I have for you! Now, I
                   could kill you very easily, just
                   by pulling this lever...

      He moves the joystick.    The chair jerks back.

                                 LOVELESS
                   But, of course, I would die along
                   with you. I guess the only thing
                   that I can take comfort in is the
                   hope that you would hit those
                   rocks a second before me and I
                   could enjoy immeasurable bliss
                   before I vanish.
                          (moving joystick
                           back and forth)
                   What to do, what to do...

      West grabs the joystick.

                                 WEST
                   Allow me to make that decision
                   easy on you, Loveless. Because
                   I want to see you dead a hell of
                   a lot more than I want to live.

                                 LOVELESS
                   Why is it that I have a sneaking
                   suspicion, that although you are
                   as black as the night on the
                   outside... inside, you are yellow?!

      They lock eyes.    A beat.

                                 LOVELESS
                   You don't have it in you, do you...
                   boy?!

                                 WEST
                   You were right. Let's cut this
                   conversation short!

      West yanks the joystick back.

                                                         (CONTINUED)

      WILD WILD WEST - Rev. 4/9/97                             114C.

214   CONTINUED:                                                     214

      ANGLE - LOVELESS

      his eyes widen. The wheels spin for a second, finally
      catch, and in a flash, Loveless and West free-fall into
      space.

                                 LOVELESS
                   Weeeeeeeeeest!!!!

      A beat, then...

      ANGLE - CHAIN

      which is dangling from the belly of the beast. At
      the bottom of the chain is the Knife Guy from the fight
      scene. West is hanging on to his ankles, enjoying a
      vindictive, belly laugh.

                                 WEST
                          (downward)
                   Now that looked like it hurt.

                                                   CUT TO:

215   OMITTED                                                              215


216   EXT. PROMONTORY POINT - CLOSE ON GOLDEN SPIKE - DAY            216

      It's driven finally into place to a rousing cheer. PULL
      BACK to reveal that President Grant, his sleeves rolled
      up, has delivered the blow.

      Hats in the air, handshakes, pictures. The specter of
      Loveless and his evil plot a fading memory.

      Grant turns to West and Gordon.

                                 PRESIDENT GRANT
                   Gentlemen, I now strongly believe
                   the United States is going to be
                   truly united. Not because of this
                   railroad... but because of you.

                                                       (CONTINUED)

      THE WILD WILD WEST - Rev. 7/1/98                          115A.

216   CONTINUED:                                                      216

      Grant scans the crowd, every race seems present at this
      momentous event. He reaches into his pocket, takes out
      two silver shields.

                                 PRESIDENT GRANT
                   I've signed into law the creation
                   of an agency whose sole duty is to
                   protect the President and the
                   country from lunatics like
                   Loveless.
                          (pins badges on
                           their vests)
                   Welcome to the Secret Service,
                   Agents No. 1 and No. 2.

                                                        (CONTINUED)

                                                                    116.

216   CONTINUED:                                                           216

      The President shakes both their hands.       Gordon resists
      looking down.

                                 GORDON
                   Uh, just out of curiosity, sir...
                   who's Agent No. 1?

      Grant just shakes his head, some things never change.

                                 PRESIDENT GRANT
                   I don't think that matters very
                   much, do you? Gordon? Besides,
                   you'll have plenty of time to
                   discuss it on your new assignment.
                          (hands them piece
                           of paper)
                   See you back in Washington.

      He snaps off a salute, starts to go as they read it.
      Gordon looks up, very troubled.

                                 GORDON
                   But, sir... what about our train?

                                 PRESIDENT GRANT
                          (over shoulder)
                   Well, I'm taking it of course.
                   Hell, you let Loveless blow up
                   mine.

      As they look at one another in dismay...

                                 RITA (O.S.)
                   Jim... Arte...?

      They turn to see Rita approaching them from a crowd of
      scientists. She's looking extraordinarily fetching
      in a print dress and parasol.

      West and Gordon sit up like dogs.

                                  WEST
                   Rita!   You look great.

                                 GORDON
                   Ravishing, a vision.

      She hugs West, she hugs Gordon.        Who's it gonna be?

                                 RITA
                   I just wanted to thank you for
                   everything you've done for me...
                   before I went back home to Texas.

                                                          (CONTINUED)

                                                                117.

216   CONTINUED:    (2)                                                216

                                 WEST
                   Texas? Why're you going back
                   there? Why don't you come with me
                   back to Washington?

                                 GORDON
                   Or better still, come with me to
                   Washington. I could introduce you
                   to people I still know in the
                   theater...

                                 WEST
                   She's not really an entertainer,
                   remember?

                                 RITA
                          (intercedes)
                   I can't go with either of you.

      She looks from one crestfallen suitor to the other.

                                 RITA
                   It's not that you both don't have
                   your attributes.
                          (to Gordon)
                   You're so sophisticated and such a
                   wonderful cook.
                          (to West)
                   Jim, you're good with a gun... and
                   have great legs.
                          (to both)
                   And you're both so brave. But...
                   I'm afraid I haven't been
                   completely honest with you.

                                 WEST AND GORDON
                   Uh-oh...

                                 RITA
                   Professor Escobar's not my father.
                   He's my husband.

      She gestures to a handsome goateed Latino waiting for
      her. Shaved and cleaned up, he's not the old man we
      thought.

                                 WEST
                   Rita... why didn't you just tell
                   us that in the first place?

                                                        (CONTINUED)

                                                                   118.

216   CONTINUED:    (3)                                                   216

                                 RITA
                   Well, I was going to... but would
                   you have really brought me along
                   if I said I was married?
                   Honestly.

      Neither West nor Gordon knows what to say.

                                 RITA
                   I didn't think so.

      She turns and starts to walk away.       Stops and smiles.

                                 RITA
                   At least you still have each
                   other.

      As West and Gordon look at one another...


217   EXT. MONUMENT VALLEY - SUNSET                                       217

      We gaze out over one of those achingly beautiful John
      Ford vistas as we hear our heroes voices.

                                 WEST (O.S.)
                   You know, Arte...

                                 GORDON (O.S.)
                   What's that, Jim?

                                 WEST (O.S.)
                   Maybe Rita's right...

      Suddenly intruding into the f.g. is a huge metal leg.
      Then another LEG CLOMPS down... and the Tarantula comes
      INTO FULL VIEW. As our heroes ride slowly into the
      sunset.

                                 WEST
                   Besides... there's a lot of
                   other women in the world.

                                 GORDON
                   That's easy for you to say. She
                   didn't walk off with your best
                   dress.


                                                         FADE OUT.



                                 THE END