James Cameron

                                                   FIRST DRAFT
                                                   May 28, 1985



        FADE IN

        SOMETIME IN THE FUTURE - SPACE                            1

        Silent and endless.  The stars shine like the love of
        God...cold and remote.  Against them drifts a tiny chip
        of technology.

        CLOSER SHOT  It is the NARCISSUS, lifeboat of the
        ill-fated star-freighter Nostromo.  Without interior
        or running lights it seems devoid of life.  The PING
        of a RANGING RADAR grows louder, closer.  A shadow
        engulfs the Narcissus.  Searchlights flash on, playing
        over the tiny ship, as a MASSIVE DARK HULL descends
        toward it.

        INT. NARCISSUS                                            2

        Dark and dormant as a crypt.  The searchlights stream
        in the dusty windows.  Outside, massive metal forms can
        BE SEEN descending around the shuttle.  Like the tolling
        of a bell, a BASSO PROFUNDO CLANG reverberates through
        the hull.

        CLOSE ON THE AIRLOCK DOOR  Light glares as a cutting
        torch bursts through the metal.  Sparks shower into the

        A second torch cuts through.  They move with machine
        precision, cutting a rectangular path, converging.  The
        torches meet.  Cut off.  The door falls inward REVEALING
        a bizarre multi-armed figure.  A ROBOT WELDER.

        FIGURES ENTER, backlit and ominous.  THREE MEN in
        bio-isolation suits, carrying lights and equipment.  They
        approach a sarcophaguslike HYPERSLEEP CAPSULE, f.g.

                    Internal pressure positive.  Assume
                    nominal hull integrity.  Hypersleep
                    capsules, style circa late twenties...

        His gloved hand wipes at on opaque layer of dust on the

        ANGLE INSIDE CAPSULE  as light stabs in where the dust is
        wiped away, illuminating a WOMAN, her face in peaceful

        WARRANT OFFICER RIPLEY, sole survivor of the Nostromo.
        Nestled next to her is JONES, the ship's wayward cat.

                           (voice over; filtered)
                    Lights are green.  She's alive. 
                    Well, there goes out salvage, guys.

                                                        DISSOLVE TO:


        She's lying in a bed, looking wan, as a female MED-TECH
        raises the backrest.  She is surrounded by arcane white
        MEDICAL EQUIPMENT.  The Med-Tech exudes practiced

                    Why don't I open the viewport?
                    Watch your eyes.

        Harsh light floods in as a motorized shield slides into
        the ceiling, REVEALING a breathtaking vista.  Beyond the
        sprawling complex of modular habitats, collectively
        called GATEWAY STATION, is the curve of EARTH as seen
        from high orbit.  Blue and serene.

                    And how are we today?


                    Just terrible?  That's better
                    than yesterday at least.

                    How long have I been on
                    Gateway station?

                    Just a couple of days.  Do you
                    feel up to a visitor?

        Ripley shrugs, not caring.  The door opens and a MAN
        enters, although Ripley sees only what he is carrying.
        A familiar large, orange TOMCAT.


        She grabs the cat like a life preserver.

                           (cooing baby-cat talk)
                    Come here Jonesy you ugly old
                    moose...you ugly thing.

        Jones patiently endures Ripley's embarrassing display,
        seeming none the worse for wear.  The visitor sits
        beside the bed and Ripley finally notices him.  He is
        thirtyish and handsome, in a suit that looks executive
        or legal, the tie loosened with studied casualness.  A
        smile referred to as "winning."

                    Nice room.  I'm Burke.  Carter Burke.
                    I work for the company, but other
                    than that I'm an okay guy.  Glad to
                    see you're feeling better.  I'm told
                    the weakness and disorientation
                    should pass soon.  Side effects of
                    the unusually long hypersleep, or
                    something like that.

                    How long was I out there?  They
                    won't tell me anything.

                    Well, maybe you shouldn't worry
                    about that just yet.

        Ripley grabs his arm, surprising him.

                    How long?

        Burke gazes at her, thoughtful.

                    All right.  My instinct says
                    you're strong enough to handle
                    this...Fifty-seven years.

        Ripley is stunned.  She seems to deflate, her expression
        passing through amazement and shock to realization of
        all she has lost.  Friends.  Family.  Her world.

                    Fifty-seven...oh, Christ...

                    You'd drifted right through the
                    core systems.  It's blind luck that
                    deep-salvage team caught you when
                    they...are you all right?

        Ripley coughs suddenly as if choking and her expression
        becomes one of dawning horror.  Burke hands her a glass
        of water from the nightstand.  She slaps it away.  It
        shatters with a SMASH.  Jones dives, yowling.  Ripley
        grabs her chest, struggling as if she is strangling.
        The Med-Tech hits a console button.

                    Code Blue!  415.  Code Blue!

        Burke and the Med-Tech are holding Ripley's shoulders as
        she goes into convulsions.  A DOCTOR and TWO TECHS run
        in.  Ripley's back arches in agony.


        They try to restrain her as she thrashes, knocking over
        equipment.  Her EKG races like mad.  Jones, under a
        cabinet, hisses wide-eyed.

                    Hold her...Get me an airway, stat!
                    And fifteen cc's of...Jesus!

        AN EXPLOSION OF BLOOD beneath the sheet covering her
        chest!  Ripley stares at the SHAPE RISING UNDER THE
        SHEET.  Tearing itself out of her.

        HER P.O.V. as the sheet rises.  A GLIMPSE OF the

        TIGHT ON RIPLEY  screaming, snapping up INTO FRAME.
        Alone in the darkened hospital room.  She gasps for
        breath, clutching pathetically at her chest.  There is
        no demented horror rigging itself out of her.  Her eyes
        snap about wildly, slowly focusing on the reality of
        her safety.  Shuddering, bathed in sweat, she kneads her
        breastbone with the heel of her hand and sobs.

        A VIDEO MONITOR beside the bed snaps on.  A MED-TECH's

                    Bad dreams again?  Do you want
                    something to help you sleep?

                    No.. I've slept enough.

        The Med-Tech shrugs and switches off.  Touching a button
        on the nightstand she opens the viewport, REVEALING
        Gateway and the turquoise Earth.  She hugs Jones to her
        and rocks with him like a child, still shattered by the
        nightmare.  Shivering.  Sleep is far off.

                    We made it, Jones.  We made it.

        But at what price?

                                                        CUT TO:

        EXT. PARK                                                 4   

        Sunlight streams in shafts through a stand of poplars,
        beyond which a verdant meadow is VISIBLE.

        EXTREME F.G.  Jones stalks toward a bird hopping among
        fallen leaves.  He leaps.  And smack into A WALL.

                           (voice over)

        WIDER ANGLE  as Jones steps back confused from the
        cinerama video-loop.  Ripley sits on a bench in what we
        now SEE is an ATRIUM off the medical center, still
        somewhere in the bowels of Gateway Station.  Benches.
        Some unenthusiastic potted trees.  The sterile corridors
        VISIBLE beyond glass doors b.g.

        Burke ENTERS in his usual mode, casual haste.

                    Sorry...I've been running behind
                    all morning.

        Ripley seems healthier now, but still a bit brittle.

                    Have they located my daughter

                    Well, I was going to wait
                    until after the inquest...

        He opens his briefcase, removing a sheet of printer
        hard copy, including a telestat photo.

                    Is she...?

                    Amanda Ripley-McClaren.  Married
                    name, I guess.  Age:  sixty-six
                    ...at time of death.  Two years
                           (looks at her)
                    I'm sorry.

        Ripley studies the PHOTOGRAPH, stunned.

        The face of a woman in her mid-sixties.  It could be
        anybody.  She tries to reconcile the face with the
        little girl she once knew.


                    Cancer.  Hmmmm.  They still haven't
                    licked that one.  Cremated.  Interred
                    Parkside Repository, Little Chute,
                    Wisconsin.  No children.

        Ripley gazes off, into the pseudo-landscape, into the

                    I promised her I'd be home for
                    her birthday.  Her eleventh
                    birthday.  I sure missed that
                    Well...she has already learned
                    to take my promises with a grain
                    of salt.  When it came to flight
                    schedules, anyway.

        Burke nods, a simpatico presence.

                    You always think you can make it
                    up to somebody...later, you know.
                    But now I never can.  I never

        Let's get one thing straight...Ripley can be one tough
        lady.  But the terror, the loss, the emptiness are, in
        this moment, overwhelming.  She cries silently.

        Burke puts a reassuring hand on her arm.

                   The hearing convenes at 0930.  You
                   don't want to be late.

        INT. CORRIDOR - GATEWAY                                   5

        Elevator doors part and Ripley emerges, in mid-conversation
        with Burke.  DOLLYING AHEAD OF THEM as they move rapidly
        down the corridor.

                    You read my deposition...it's
                    complete and accurate.

                    Look, I believe you, but there are
                    going to be some heavyweights in
                    there.  You got Feds, you got
                    interstellar commerce commission,
                    you got colonial administration,
                    insurance company guys...

                    I get the picture.

                    Just tell them what happened.  The
                    important thing is to stay cool
                    and unemotional.

        INT. CONFERENCE ROOM - ON RIPLEY - GATEWAY                6

        She's not cool.  Not unemotional.

                    Do you people have earwax, of
                    what?  We have been here three
                    hours.  How many different ways
                    do you want me to tell the same

        She faces the EIGHT MEMBERS of the board of inquiry at a
        long conference table.  Gray suits and grim faces.  They
        aren't buying.  Behind Ripley on a large VIDEO SCREEN,
        PARKER grins like a goon from his personnel mugshot.  His
        file prints out next to it.  BRETT's face and dossier
        replace it, and then the others as the SCENE continues...
        KANE, LAMBERT, ASH the android traitor, DALLAS.
        VAN LEUWEN, the ICC representative, steeples his fingers
        and frowns.

                                   VAN LEUWEN
                    Look at it from our perspective.
                    You freely admit to detonating the
                    engines of, and thereby destroying,
                    an M-Class star-freighter.  A
                    rather expensive piece of hardware...

                                   INSURANCE INVESTIGATOR 
                    Forty-two million in adjusted dollars.
                    That's minus payload, of course.

                                   VAN LEUWEN
                    The shuttle's flight recorder
                    corroborates some elements of
                    your account.  That the Nostromo
                    set down on LV-426, an unsurveyed
                    planet, at that time.  That
                    repairs were made.  That it resumed
                    its course and was subsequently set
                    for self-destruct.  By you.  For
                    reasons unknown.

                    Look, I told you...

                                   VAN LEUWEN
                    It did not, however, contain any
                    entries concerning the hostile
                    life form you allegedly picked up.

        Ripley sense the noose tightening.

                    Then somebody's gotten to it...
                    doctored the recorder.  Who had
                    access to it?

        The ECA (Extrasolar Colonization Administration)
        Representative (ECA REP) just shakes his head.

                                   ECA REP
                    Would you just listen to yourself
                    for one minute.

        Ripley glares at the ECA Rep, a woman on the ungenerous
        side of fifty.  Van Leuwen sighs with exasperation.

                                   VAN LEUWEN
                    The analysis team which went over
                    your shuttle centimeter by
                    centimeter found no physical
                    evidence of the creature you

                           (losing it) 
                    That's because I blew it out the
                    Goddamn airlock!
                    Like I said.

                                   INSURANCE MAN
                           (to ECA Rep)
                    Are there any species like this
                    'hostile organism' on LV-426?

                                   ECA REP
                    No.  It's a rock.  No indigenous
                    life larger than a simple virus.

        Ripley grits her teeth in frustration.

                    I told you, it wasn't indigenous.
                    There was an alien spacecraft there.
                    A derelict ship.  We homed on its

                                   ECA REP
                    To be perfectly frank, we've surveyed
                    over three hundred worlds and no one's
                    ever reported a creature which, using
                    your words...
                           (read from Ripley's
                    ...'gestates in a living human host'
                    and has 'concentrated molecular acid
                    for blood.'

        Ripley glances at Burke, silent at the far end of the
        table.  His expression is grim.  Her mouth hardens as
        a bit of the old nail-eating Ripley surfaces.

                    Look, I can see where this is
                    going.  But I'm telling you those
                    things exist.  Back on that planetoid
                    is an alien ship and on that ship
                    are thousands of eggs.  Thousands.
                    Do you understand?  I suggest you
                    find it, using the flight recorder's
                    data.  Find it and deal with it --
                    before one of your survey teams
                    comes back with a little surprise...

                                   VAN LEUWEN
                    Thank you, Officer Ripley.  That
                    will be...

                           (louder, stepping
                           on him)
                    ...because just one of those
                    things managed to kill my entire
                    crew, within twelve hours of

        Van Leuwen stands, out of patience.

                                   VAN LEUWEN
                    Thank you, that will be all.

        Ripley stares him down, glowering at the board.

                    That's not all, Goddamnit!  If
                    those things get back here, that
                    will be all.  Then you can just
                    kiss it good-bye, Jack!  Just kiss
                    it goodbye.

        Ripley turns sharply away, trembling with frustration
        and anger.  Dallas looks back at her from the video
        screen, his eyes burning from the photograph, as we:

                                                        CUT TO:

        INT. CORRIDOR                                             7

        Ripley kicks the wall next to Burke who is getting coffee
        and donuts at a vending machine.

                    You had them eating out of your
                    hand, kiddo.

                    They had their minds made up
                    before I even went in there.
                    They think I'm a head case.

                    You are a head case.  Have a donut.


        Van Leuwen clears his throat.

                                   VAN LEUWEN
                    It is the finding of this board of
                    inquiry that Warrent Officer Ellen Ripley,
                    NOC-14672. has acted with questionable
                    judgment and is unfit to hold an
                    ICC license as a commercial flight

        Burke watches Ripley taking it on the chin, white-lipped
        but subdued.

                                   VAN LEUWEN
                    Said license is hereby suspended
                    indefinitely.  No criminal charges
                    will be filed at this time and you
                    are released on own recognizance
                    for a six month period of
                    psychometric probation, to include
                    monthly review by an ICC psychiatric

        INT. CORRIDOR                                             9

        DOLLY BACK as the conference room door bangs open and
        Ripley strides through.  She shrugs off Burke's
        restraining arm and catches up to Van Leuwen walking
        down the corridor.

                    Why won't you check out LV-426?

                                   VAN LEUWEN
                    Because I don't have to.  The
                    people who live there checked it
                    out years ago and they never
                    reported and 'hostile organism'
                    or alien ship.  And by the way,
                    they call it Acheron now.

                    What are you talking about.
                    What people?

        Van Leuwen steps into an elevator with some others, but
        Ripley holds the door from closing.

                                   VAN LEUWEN
                    Terraformers...planet engineers.
                    It's what we call a shake 'n' bake
                    colony.  They set up atmosphere
                    processors to make the air
                    breathable...big job.  Takes
                    decades.  They've already been
                    there over twenty years.  Peacefully.

        The door tries to close.  Ripley slams it back.  People
        are getting annoyed.

                    How many colonists?

                                   VAN LEUWEN
                    Sixty, maybe seventy families.

                    Sweet Jesus.

                                   ELEVATOR PASSENGER
                    Do you mind?

        Ripley's hand slides off the door, strengthless.

        TIGHT ON HER  FROM INSIDE the elevator as the doors close
        like fate on her lost expression.

        EXT. ALIEN LANDSCAPE - DAY                               10

        A hideous, storm-blasted vista.  Tortured rock forms.
        Bleak twilight at midday.

        PAN SLOWLY ONTO a CORRODED METAL SIGN set in concrete
        pylons, which reads:

                       HADLEY'S HOPE - POP. 159
                         "WELCOME TO ACHERON"

        Some local has added below in spray-can graffiti
        "Have a nice day."  Gale-force wind SCREECHES around
        the steel sign, driving a freezing rain.

        The COLONY, b.g., is a squat complex with lots of

        EXT. COLONY COMPLEX                                      11

        The town is a cluster of bunkerlike metal and concrete
        buildings connected by conduits.  Neon signs throw garish
        colors across the vaultlike walls, advertising bars and
        other businesses.  It looks like a sodden cross between
        the Krupps munitions works and a truckstop casino in
        the Nevada boondocks.

        Huge-wheeled tractors crawl toadlike in the rutted
        "street" and vanish down rampways to underground garages.

        ANGLE ON THE CONTROL BLOCK  the largest structure.  It
        resembles vaguely the superstructure of an aircraft
        carrier...a flying bridge.

        VISIBLE across a half kilometer of barren heath, b.g.,
        is the massive complex of the nearest ATMOSPHERE
        PROCESSOR, looking like a power plant bred with an active
        volcano.  Its fiery glow pulses in the low cloud cover
        like a steel mill.

        INT. MAIN CONCOURSE - NEAR CONTROL BLOCK                 12

        A central space, laid out like a scaled-down shopping
        mall with no styling flourishes.  We SEE a cross section
        of the types of people who have come to live on
        Godforsaken Acheron.  Tough.  Pragmatic.  "Grapes of
        Wrath" faces.  Calloused hands.  Not too many interior
        decorators.  Some children race in the corridor on things
        that look suspiciously like "Big Wheels."

        INT. OPERATIONS ROOM - CONTROL BLOCK                     13

        Jammed with computer terminals, technicians, displays...
        most of the business of running the colony flows through
        here.  It's high tech but used and scrungy.  Papers
        piled up.  Coffee cup rings.

        DOLLY AHEAD OF LYDECKER, the Assistant Operations Manager,
        as he catches up to the harried Operating Manager,

                    You remember you sent some
                    wildcatters out to that
                    plateau, out past the Ilium
                    range, a couple days ago?

                    Yeah.  What?

                    There's a guy on the horn,
                    mom-and-pop survey team.  Says
                    he's homing on something and
                    wants to know if his claim will
                    be honored.

                    Christ.  Some honch in a cushy
                    office on Earth says go look at
                    a grid reference in the middle
                    of nowhere, we look.  They don't
                    say why, and I don't ask.  I
                    don't ask because it takes two
                    weeks to get an answer out here
                    and the answer's always 'don't

                    So what do I tell this guy?

                    Tell him, as far as I'm concerned,
                    he finds something it's his.

        TRACTOR - DAY

        It roars across corrugated rock, blasting through soggy
        drifts of volcanic ash.

        INT. TRACTOR                                             15

        At the controls, intent on a PINGING scope, is RUSS JORDEN,
        independent prospector.  Beside him is his wife/partner
        ANNE and in the back their two kids are playing among the
        heavy sampling equipment.

                           (gloating cackle)
                    Look at this fat, juicy magnetic
                    profile.  And it's mine, mine,

                    Half mine, dear.

        NEWT, their six-year-old daughter, yells from the back...

                    And half mine!

                    I got too many partners.

                    Daddy, when are we going back
                    to town?

                    When we get rich, Newt.

                    You always say that.  I wanna go
                    back.  I wanna play 'Monster Maze.'

        Her older brother TIM sticks his jeering face close to

                    You cheat too much.

                    Do not.  I'm just the best.

                    Do too!  You go in places we
                    can't fit.

                    So!  That's why I'm the best.

                    Knock it off!  I catch either of
                    you playing in the air ducts again
                    I'll tan your hides.

                    Mom.  All the kids play it...

                    Holy shiiit!

        ANGLE THROUGH FRONT CANOPY  ON a bizarre shape looming
        ahead.  An enormous bonelike mass projecting upward from
        the bed of ash.  The tractor slows.

        Canted on its side and buckles against a rock outcropping
        by the lava flow, it is still recognizable as an
        EXTRATERRESTRIAL SHIP.  Bio-mechanoid.  Nonhuman design.

                    Folks, we have scored big this

        EXT. TRACTOR                                             16

        Jorden and Anne step down, wearing ENVIRONMENT SUITS.
        Carrying LIGHTS, PACKS, CAMERAS, TEST GEAR.  Their
        breath clouds in the chill air.

                    You kids stay inside.  I mean
                    it!  We'll be right back.

        They trudge toward the alien derelict.

                    Shouldn't we call in?

                    Let's wait till we know what to
                    call it in as.

                    How about 'big weird thing'?

        They pause at a twisted gash in the hull.  Blackness

        INT./EXT. TRACTOR                                        17

        Newt has her face pressed to the glass, steaming it.
        Watching her parents enter the strange ship.  Tim GRABS
        HER from behind.  She SHRIEKS.


        EXT. LANDSCAPE - NIGHT                                   18

        The tractor and the derelict are dark and motionless.
        The wind HOWLS around them.

        Tim is curled up in the driver's seat.  Newt shakes him
        awake, trying hard not to cry.

                    Timmy...they've been gone a
                    long time.

        Tim considers the night.  The wind.  The vast landscape.
        He bites his lip.

                    It'll be okay, Newt.  Dad knows
                    what he's doing.

        CRASH!  Newt SCREAMS as the door beside her is RIPPED
        OPEN.  A dark shape lunges inside!

        Anne, panting and terrified, grabs the dash mike.

                    Mayday!  Mayday!  This is
                    Alpha Kilo Two Four Niner
                    calling Hadley Control.
                    Repeat.  This is...

        As Anne shouts the mayday Newt looks past her, to the
        ground.  Russ Jorden lies there inert, dragged somehow
        by Anne from inside the ship.  There is SOMETHING ON
        HIS FACE.  An appalling MULTILEGGED CREATURE, pulsing
        with obscene life.  Newt begins to SCREAM hysterically,
        competing with the shrieking wind which rises to a
        crescendo as we:

                                                        CUT TO:

        INT. RIPLEY'S APARTMENT - GATEWAY - DAY                  20

        Silence.  Ripley, looking haggard, sits at a table in
        the dining alcove contemplating the smoke rising from
        her cigarette.  The place is modest, to be charitable,
        and there are few personal touches.  Though it's late
        in the day Ripley is still wearing a robe.  The bed is
        unmade.  Dishes in the sink.  Jones prowls across the
        counter.  The WALLSCREEN is on, blaring vapidly.

                                   VOICE FROM VIDEO
                    Hey, Bob!  I heard you and the
                    family are heading off for the

                    Best decision I ever made, Bill.
                    We'll be starting a new life
                    from scratch, in a clean world.
                    No crime.  No unemployment...

        The door BUZZES.  Ripley jumps like a cat.  Jones doesn't.

        INT. CORRIDOR                                            21

        Carter Burke stands in the narrow, dingy corridor with
        LIEUTENANT GORMAN, Colonial Marine Corps.  Young and
        severe in his officer's dress-black.  The door opens

                    Hi, Ripley.  This is
                    Lieutenant Gorman of the...

        SLAM.  Burke buzzes again.  Talks to the door...

                    Ripley we have to talk.
                    They've lost contact with the
                    colony on Acheron.

        The door opens.  Ripley considers the ramifications of
        that.  She motions them inside.

        INT. RIPLEY'S APARTMENT - A LITTLE LATER                 22

        Burke and Gorman are seated, nursing coffee.  Ripley
        paces, very tense.

                    No.  There's no way!

                    Hear me out...

                    I was reamed, steamed and
                    dry-cleaned by you guys...and
                    now you want me to go back out
                    there?  Forget it.

        We SEE that she's gut scared, covering it with anger.
        Burke sees it.

                    Look, we don't know what's going
                    on out there.  It may just be a
                    down transmitter.  But if it's
                    not, I want you there...as an
                    advisor.  That's all.

                    You wouldn't be going in with the
                    troops.  I can guarantee your

                    These Colonial Marines are
                    some tough hombres, and they're
                    packing state-of-the-art firepower.
                    Nothing they can't handle...right,

                    We're trained to deal with these
                    kinds of situations.

                           (to Burke)
                    What about you?  What's your
                    interest in this?

                    Well, the corporation co-financed
                    that colony with the Colonial
                    Administration, against mineral
                    rights.  We're getting into a lot
                    of terraforming...'Building Better

        Burke is revealing his early days in sales.

                    Yeah, yeah.  I saw the commercial.

                    I heard you were working in the
                    cargo docks.

                    That's right.

                    Running loaders, forklifts, that
                    sort of thing?

                    It's all I could get.  Anyway,
                    it keeps my mind off of...
                    everything.  Days off are worse.

                    What if I said I could get you
                    reinstated as a flight officer?
                    And that the company has agreed
                    to pick up your contract?

                    If I go.

                    If you go.
                    It's a second chance, kiddo.  And
                    it'll be the best thing in the
                    world for you to face this fear
                    and beat it.  You gotta get back
                    on the horse...

                    Spare me, Burke.  I've had my
                    psych evaluation this month.

        Burke leans close, a let's-cut-the-crap intimacy.

                    Yes, and I've read it.  You
                    wake up every night, sheets
                    soaking, the same nightmare
                    over and over...

                    No!  The answer is no.  Now
                    please go.  I'm sorry.  Just
                    go, would you.

        Burke nods to Gorman who rises with him.  He slips a
        TRANSLUCENT CARD onto the table, heads for the door.

                    Think about it.

        EXT. ACHERON LANDSCAPE - NIGHT                           23

        As the wind HOWLS through tormented rock, BUILDING IN
        PITCH until we:

                                                        CUT TO:

        INT. APARTMENT                                           24

        Ripley lunges INTO FRAME with an animal outcry.  She
        clutches her chest, breathing hard.  Bathed in sweat
        she lights a cigarette with trembling hands.  Do we
        hear a faint, desolate wind?

        TIGHT ON PHONE CONSOLE  as Ripley's hand inserts Burke's
        card into a slot.  "STAND BY" prints out on the screen
        and is replaced by Burke's face, bleary with sleep.

                           (on video phone)
                    Yello?  Oh, Ripley.  Hi...

                    Burke, just tell me one thing.
                    That you're going out there to
                    kill them.  Not study.  Not bring
                    back.  Just burn them out...clean

                    That's the plan.  My word on it.

        CLOSEUP - RIPLEY  taking a deep slow breath.  It's time
        to look the demon in the eye.

                    All right.  I'm in.

        She punches off before Burke replies, before she can
        change her mind.  She turns to Jones sitting on the
        bed and her tone becomes admonishing...

                    And you my dear, are staying
                    right here.

        Jones blinks, cynical cat eyes..."count me right

                                                        CUT TO:

        EXT. DEEP SPACE - THREE WEEKS LATER                      25

        An empty starfield.  Metal spires slice ACROSS FRAME.

        A mountain of steel following.  A massive military
        transport ship, the SULACO.  Ugly, battered...

        INT. CORRIDOR TO CARGO LOCK                              26

        An empty corridor, seemingly miles long.  No movement.
        The THRUMMING of hyperdrive engines.

        INT. CARGO LOCK                                          27

        An enormous chamber, cavernous and dark.  Squatting
        in the shadows are two orbit-to-surface shuttles.
        DROP-SHIPS.  Heavy machinery all around them...
        cranes, loading equipment.

        INT. BRIDGE                                              28

        Dark electronic womb.  CAMERA DOLLIES SLOWLY among
        murmuring instrumentation.  A sudden high-pitched
        TRILLING accompanies a sequence of lights.  An alarm.

        INT. HYPERSLEEP VAULT                                    29

        Blackness, until a bank of indicators lights up.
        Hydraulics lift a grid of equipment from a row of
        horizontal HYPERSLEEP CYLINDERS.  It reaches the
        ceiling.  Locks.

        CLOSE ON RIPLEY'S CAPSULE  as trickles of water run
        down the frosted canopy.

                                                        DISSOLVE TO:

        INT. HYPERSLEEP VAULT                                    30

        Lit up, white and sterile.

        The canopies of the row of capsules are raised.  Ripley
        sits up.  Rubs her arms briskly.  Next to her Gorman
        and Burke are stirring and beyond them the troopers,
        wearing shorts and dog tags.  They are:

           MASTER SERGEANT APONE                    UNIT LEADER

           CORPORAL HICKS                         B-TEAM LEADER

           CORPORAL DIETRICH (female)                  MED-TECH

           PFC HUDSON                                  COM-TECH 
           PFC VASQUEZ (female)            'SMART-GUN' OPERATOR

           PRIVATE DRAKE                   'SMART-GUN' OPERATOR

           PRIVATE FROST                                TROOPER

           PRIVATE CROWE                                TROOPER

           PRIVATE WIERZBOWSKI                          TROOPER

           CORPORAL FERRO (female)              DROP-SHIP PILOT

           PFC SPUNKMEYER                   DROP-SHIP CREW CHIEF

        The ship is fully automated in interstellar flight so
        there is no crew, except for EXECUTIVE OFFICER (ECA) Bishop,
        who supervises planetary maneuvering.

        GROANS echo across the chamber.

                    Arrgh.  I'm getting too old for
                    this shit.

        SPUNKMEYER says this sincerely, though he must have
        enlisted underage not long ago.  Looking surly, DRAKE
        sits up.  He's young as well but street-tough.  Nasty
        scar curling his lip into a sneer.

                    They ain't payin' us enough
                    for this.

                    Not enough to have to wake up
                    to your face, Drake.

                    Suck air.  Hey, Hicks...you look
                    like I feel.

        HICKS, an older lifer-type who keeps his own counsel,
        just snorts good-naturedly.

        Ripley scans the group as they shuffle past her to a
        bank of lockers.  Though not supermen they are lean and
        hardened...tough, capable, jaded.  They combine the
        specialized techno-combat training of the twenty-first
        century fighting man with those qualities universal to
        "grunts" through the ages.  SERGEANT APONE moves down the
        row of freezers.

                    This floor's freezing.

                    Christ.  I never saw such a
                    buncha old women.  You want me
                    to fetch your slippers, Hudson?

                    Would you, Sir?

        Ripley steps back as the troopers shuffle past nodding
        cursory hellos.  She feels isolated by the camaraderie
        of this tightknit group.

        VASQUEZ eyes her coldly as she passes.  Like Drake,
        Vasquez is younger then the rest and her combat-primer
        was the street in a Los Angeles barrio.  She is tough
        even by the standards of this group.  Hard-muscled.
        Eyes cunning and mean.

                    Hey, Vasquez...you ever been
                    mistaken for a man?

                    No.  Have you?

        She slaps Drake's open palm and it clenches into a
        greeting which is part contest.  It gets rougher.
        Painful.  Until she cuffs him hard and they break with
        vicious laughter.  Dobermans playing.  Conscripted from
        juvenile prison, the two of them were trained to
        operate the formidable "SMART-GUNS."  That is part
        of their bond.

        BISHOP is helping everyone like a valet.  As he passes
        close to her Ripley notices a strange TATTOO across
        the back of his left hand...an ALPHA-NUMERIC CODE.

                    Hey, hand job, you take my

                    I need some slack, man.  How
                    come they send us straight back
                    out like this?  We got some slack
                    comin', man.

                    You just got three weeks.

                    I mean breathing, not this frozen

                    Yeah, 'Top'...what about it?

                    You know it ain't up to me.
                    Awright!  Let's knock off the
                    grabass.  First assembly's in
                    fifteen...let's shag it.

        INT. SHOWERS                                             31

        High pressure water jets and a blast of hot air when
        you step out...a drive through car wash for people.
        Through the swirling steam Hudson, Vasquez and FERRO
        are watching Ripley dry off.

                    Who's the fresh meat again?

                    She's supposed to be some kinda
                    ...She was an alien once.

                    Whoooah!  No shit?  I'm impressed.

                    Let's go...let's go.  Cycle through!

        INT. MESS HALL                                           32

        An unconscious segregation takes place at the troopers
        assemble at one long table while Gorman, Burke, Bishop
        and Ripley sit at another.  Everybody is nursing a
        coffee, waiting for eggs from the AUTOCHEF.  Among the
        troopers dress discipline is lax...fatigues customized
        and emblazoned with patches.  Drake's tunic is cut off
        to a vest and has "Eat the apple and fuck the Corps"
        stenciled on back.  "Peace Through Superior Firepower,"
        "Pray for War" and "I've Served My Time in Hell:  Cetti
        Epsilon NC-104" are some others.

                    Hey, 'Top.'  What's the op?

                    Rescue mission.  There's some
                    juicy colonists' daughters we
                    gotta rescue from virginity.

        Apone is stocky, grizzled, with peregrine eyes.  He runs
        it loose and fair, but only because he knows his people
        are the best.

                    Shee-it.  Dumbass colonists.
                    What's this crap supposed to be?

                    Cornbread, I think.  Hey, I wouldn't
                    mind getting me some more a
                    that Arcturan poontang.  Remember
                    that time?

                    Looks like that new Lieutenant's
                    too good to eat with us grunts.

                           over shoulder)
                    Yeah.  Got a corn cob up his ass,

        Across the room, at the other table, Gorman sits with
        his creases perfect...the consummate strack NCO.  Bishop
        takes a seat beside Ripley, who pointedly gets up and
        moves to the far side of the table.  He looks wounded.

                    I'm sorry you feel that way
                    about Synthetics, Ripley.

        Ripley spins on Burke, her tone accusing.

                    You never said anything about an
                    android being here!  Why not?

                    Well, it didn't occur to me.  It's
                    been policy for years to have a
                    synthetic on board.

                    I prefer the term 'artificial person'
                    myself.  Is there a problem?

                    A synthetic malfunctioned on her
                    last trip out.  Some deaths were

                    I'm shocked.  Was it an older model?

                    Cyberdyne Systems 120-A/2.

        Bishop turns to Ripley, very conciliatory.

                    Well, that explains it.  The
                    A/2's were always a bit twitchy.
                    That could never happen now with
                    out behavioral inhibitors.  Impossible
                    for me to harm or, by omission of
                    action, allow to be harmed a
                    human being.
                    More cornbread?

        WHAM!  Ripley knocks the plate out of his hand, halfway
        across the room.

                    Just stay away from me, Bishop!
                    You got that straight?

        Burke and Gorman exchange glances.

        Wierzbowski, at the next table, shrugs and turns back
        to the other troopers.

                    She don't like the cornbread

        INT. READY ROOM - TIGHT ON APONE - ARMORY                33



        WIDER ANGLE  as the troops snap to from their lounging
        among the racks of high-tech weaponry.  Gorman enters
        with Burke and Ripley.

                    At ease.  I'm sorry we didn't
                    have time to brief before we
                    left Gateway but...


                    Yes, Hicks?

                    Hudson, Sir.  He's Hicks.

                    What's the question?

                    Is this going to be a stand-up
                    fight, Sir, on another bug-hunt?

                    All we know is that there's
                    still no contact with the colony
                    and that a xenomorph may be

                    A what?

                           (to Wierzbowski;
                    It's a bug-hunt.
                    So what are these things?

        Gorman nods to Ripley, who stands before the troops.
        She sets some RECORDING DISKETTES on the table.

                    I've dictated what I know on

                    Tease us a bit.


                    Okay.  It's important to understand
                    this organism's life cycle.  It's
                    actually two creatures.  The first
                    form hatches from a spore...a sort
                    of large egg, and attaches itself
                    to its victim.  Then it injects
                    an embryo, detaches and dies.
                    It's essentially a walking sex organ.
                    The --

                    Sounds like you, Hicks.

                    The embryo, the second form, hosts
                    in the victim's body for several
                    hours.  Gestating.  Then it...
                           (with difficulty)
                    ...then it...emerges.  Moults.
                    Grows rapidly --

                    I only need to know one thing.


                    Where they are.

        Vasquez coolly points her finger, cocks her thumbs, and
        blows away an imaginary alien.

                    Yo!  Vasquez.  Kick ass!

                    Anytime.  Anywhere.

                    Somebody said alien...she
                    thought they said illegal alien
                    and signed up.

                    Fuck you.

                    Anytime.  Anywhere.

                    Am I disturbing you conversation
                    Mr. Hudson?

        Hudson settles down, smirking.  Ripley locks eyes with

                    I hope you're right.  I really

                           (to all)
                    I suggest you study the disks
                    Ripley has been kind enough to
                    prepare for you.

                    Are there any questions?  Hudson?

                    How do I get out of this
                    chicken-shit outfit?

        Gorman scowls then, thanking Ripley with a nod, takes
        over the predrop briefing.

                    All right.  I want this to go
                    smooth and by the numbers.  I
                    want DCS and tactical database
                    assimilation by 0830.
                            (some groans)
                    Ordnance loading, weapons strip and
                    drop-ship prep details will have
                    seven hours...

        EXT. SPACE - ACHERON                                     34

        They have arrived.  From orbit the planet looks serene
        ...Pearlescent cloud cover masking the environmental
        torment beneath.  The SULACO floats, its MANEUVERING
        JETS FIRING.  A bluish glow.  Then twice more, rapidly.

        INT. BRIDGE                                              35

        Bishop is installed in his command seat, hemmed in by

                           (into mike)
                    Attention.  This concluded final
                    maneuvering operations.  Thank
                    you for your cooperation.  You
                    may resume work.


        sliding into a heavy ordnance rack with an echoing
        CLANG.  PULL BACK as the rack of tactical missiles is
        lifted, REVEALING two powerful hydraulic arms.

        Spunkmeyer, seated inside a POWER LOADER, swings the
        ordnance up into a belly nacelle of the DROP-SHIP where
        it locks into place.  As he exerts pressure with his
        hands against the servo-controls the hydraulic arms
        move correspondingly...but with a thousandfold increase
        in power.  The forklift-style CLAWS on each arm can
        crush with tons of pressure.  The loader has an open
        ROLL CAGE to protect the operator, and is supported
        by squat HYDRAULIC LEGS which also move correspondingly
        with the driver's movements.

        You have never seen anything like this before.
        Advanced as it is to us, it's only an old forklift
        to them...battered and well used.  Covered with grease.
        Repainted many times.  Across the back is stencilled

        Spunkmeyer's machine swings out from under the drop-ship
        and we become aware of the intense activity throughout
        the cavernous loading bay.  Troopers on foot or driving
        TOW-MOWERS, OVERHEAD LOADING ARMS...all in motion.
        Hicks checks off items on an electronic manifest.

        INT. READY ROOM - ARMORY                                 37

        Wierzbowski, Drake and Vasquez are fieldstripping
        light weapons with precise movements.  Around them,
        in racks, is an arsenal of advanced personal

        Vasquez likes the feel of the guns, the weight...the
        authority.  Her hands move without hesitation.  CLACK.
        CLACK.  CLACK.  She swings one of the SMART-GUNS out
        on a work stand.  Using a body brace and GYRO-STABILIZED
        SUPPORT ARM, it is a computer-aimed, video targeted
        automatic weapon.  The futuristic equivalent of a .30
        caliber light machine gun.  Sort of a steadicam that


        with pre-flight activity b.g.

                    Still nothing from the colony?

                    Dead on all channels.

        Ripley watches the drop-ship being loaded.  A cross
        between a Huey Aircobra gunship and the space shuttle
        might describe it.  An orbit-to-surface troop carrier,
        heavily armed for the close support of ground missions.
        She watches a six-wheeled APC, ARMORED PERSONNEL
        CARRIER, being raised hydraulically into the ship's
        belly.  Ripley looks around as Frost wheels a rack of
        incomprehensible equipment toward her.

                    Clear, please.

        Ripley jumps aside, nodding apologetically.  She turns.
        Steps hastily back.  Hudson cruises by with a laden

                    Excuse me.

        ANGLE ON APONE  standing with Hicks, as Ripley approaches

                    I feel like a fifth wheel
                    here.  Is there anything I can

                    I don't know.  Is there anything
                    you can do?

                    I can drive that loader.  I've
                    got a Class Two rating.  My
                    latest career move.

        Apone turns.  A SECOND POWER LOADER sits unused in
        an equipment bay.

        TWO SHOT APONE AND HICKS  skeptical.  Considering.

        TIGHT ON POWER SWITCH  as Ripley's finger punches it on.
        A RISING WHINE of power.

        TIGHT ON THE HYDRAULICS  as the massive machine stirs
        to life.

        FULL, as the loader starts.  Ripley is strapped into
        the safety cage, her arms and legs inserted in the
        servo-sensor assemblies.  She takes a step.  BOOM!
        Two tons of hardened steel takes a step.

        Ripley spins the wrist servos.  The huge claws swing,
        open...slide smoothly into lifting brackets on a
        cargo module, nearby.  She raises it deftly.

                    Where you want it?

        Hicks looks at Apone, cocks an eyebrow appreciatively.

        INT. READY ROOM - ARMORY                                 39

        The troopers are suiting up for the drop.  Strapping on
        their bulky COMBAT-ARMOR...interlocking plates like
        football padding.  They tape their wrists.  Draw on
        segmented boots.  The sole cleats CLACK like hooves
        on the deck plates.  Lockers SLAM.

        Their fingers move methodically over the fastenings.
        It has its own rhythm...CLICK.  CLICK.  CLICK.

                    Let's move it, girls!  On
                    the ready line.  Let's go,
                    let's go.

        INT. DROP-SHIP - APC                                     40

        Ripley, wearing a flight jacket and headset, files into
        the ship with the hulking troopers.  Inside they pass
        directly into the APC we saw loaded earlier and take
        seats facing each other across a narrow aisle.  They will
        drop already strapped into their ground vehicle for
        rapid deployment.  A KLAXON SOUNDS, signalling
        depressurization of the cargo lock.

        Hudson prowls the aisle, his movements predatory and
        exaggerated.  Ripley watches him working his way toward

                    I am ready, man.  Ready to get
                    it on.  Check-it-out.  I am the
                    ultimate badass...state of the
                    badass art.  You do not want to
                    fuck with me.  Hey, Ripley, don't
                    worry.  Me and my squad of
                    ultimate badasses will protect you.

        He slaps the SERVO-CANNON controls in the GUN BAY
        above them.

                    Independently targetting
                    particle-beam phalanx.  VWAP!
                    Fry half a city with this puppy.
                    We got tactical smart-missles,
                    phased-plasma pulse-rifles,
                    RPG's.  We got sonic eeelectronic
                    ballbreakers, we got nukes, we
                    got knives...sharp sticks --

        Hicks grabs Hudson by his battle harness and pulls him
        into a seat.  His voice is low, but it carries.

                    Save it.

                    Sure, Hicks.

        Ripley nods her thanks to Hicks.  MOTORS WHINE and the
        craft lurches.  Burke, next to Ripley, grins eagerly
        like this is a sport fishing trip.

                    Here we go.

        She looks like she's in a gas chamber waiting for the
        pellet to drop.

        EXT. SULACO                                              41

        The drop-ship lowers from the cargo-lock on a massive
        launch rig.  The night side of Acheron yawns below...

        INT. COCKPIT                                             42

        Ferro and Spunkmeyer run rapidly through the switches.

                    Initiate release sequencer on my
                    mark.  Three.  Two.  One.  Mark!

        EXT. SULACO - DROP-SHIP                                  43

        Hydraulic WHINE.  Clamps SLAM BACK.  The ship drops.

        INT. DROP-SHIP - APC                                     44

        Apone, stalking the aisle, snatches for a handhold.
        Bishop, Burke and Gorman groan at the sudden gees.
        Ripley closes her eyes...the point of no return.

        EXT. DROP-SHIP                                           45

        It screams down through the stratosphere, plunging
        into dark turbulence.

        INT. COCKPIT                                             46

        Beyond the canopy is gray limbo.  The craft shudders
        and lurches.

                           (icy calm)
                    Switching to DCS ranging.

                    Two-four-o.  Nominal to profile.
                    Picking up some hull ionization.

                    Got it.  Rough air ahead.

        INT. HOLD - APC                                          47

        TIGHT ON HICKS  asleep in his harness.

                           (voice over;
                    Stand by for some chop.

        TIGHT ON GORMAN  as the ship begins to buck, his eyes
        closed.  Pale.  Sweating.  He rubs his hands on his
        knees repeatedly.

                    How may drops is this for you,


                    How many combat drops?

                    Well...two.  Three, including
                    this one.

        Vasquez and Drake exchange do-you-believe-this-shit
        expressions.  Ripley looks accusingly at Burke.

        INT. COCKPIT                                             48

                    Turning on final.  Coming around to
                    a seven-zero-niner.  Terminal
                    guidance locked in.  Where's
                    the damn beacon?

        EXT. DROP-SHIP                                           49

        It emerges from the low cloud ceiling.  From the twilight
        haze ahead the distant colony LANDING BEACONS become

        INT. HOLD - APC                                          50

        Stumbling as the ship pitches, Ripley makes her way
        a control console lined with monitor screens.  She
        joins Burke watching over Gorman's shoulder as the
        Lieutenant plays the board like a video director.

        TIGHT ON MONITOR CONSOLE  REVEALING screens labelled with
        the names of the troopers.  Two for each soldier.  The
        upper screens show images from the IMAGE-INTENSIFIED
        VIDEO CAMERAS in their helmets.  The lower screens are
        BIO-MONITORS:  EEG, EKG, and other graphic life-function
        readouts.  Other screens show EXTERIOR VIEWS.

                    Let's see.  Everybody on line.
                    Drake, check you camera.  There
                    seems to be a...

        CLOSE ON DRAKE  as he whacks himself on the head with
        an ammo case.  A familiar malfunction.

                    ...that's better.  Pan it around
                    a bit.

                    Awright.  Fire-team A.  Gear up.
                    Let's move.  Two minutes.
                    Somebody wake up Hicks.

        A clatter of activity as they don backpacks and weapons.
        Vasquez and Drake buckle on their smart-gun body

        Ripley watches the AP station loom on the exterior

                    That the atmosphere processor?

                    Uh-hunh.  One of thirty or so,
                    all over the planet.  They're
                    completely automated.  We
                    manufacture them, by the way.

        EXT. SHIP - AP STATION                                   51

        The tiny ship circles the roaring tower.  A metal
        volcano thundering like the engines on God's Lear jet.

        INT. HOLD - APC                                          52

        Gorman plays with the controls, zooming the image of
        the colony.

                           (to Ferro via mike)
                    Hold at forty.  Slow circle of
                    the complex.

                    The structure seems intact.  They
                    have power.

        On the screen the colony buildings loom in and the low
        visibility like wrecks of freighters on the sea floor.

                           (to Apone)
                    Okay, let's do it.

                    Awright!  I want a nice clean
                    dispersal this time.

        Ripley turns as Vasquez squeezes past her.

                    You staying in here?

                    You bet.

                           (turning away)

                           (to Ferro via mike)
                    Set down sixty meters this side
                    of the telemetry mast.  Immediate
                    dust off on my 'clear,' then stay
                    on station.

                    Ten seconds, people.  Look sharp!

        EXT. COLONY COMPLEX                                      53

        Landing beacons sweep harsh light across the wet Tarmac.
        The ship roars down, extending the loading ramp.  Slams
        down on hydraulic LANDING LEGS.  The APC hits the ground
        a moment later, pulling away from the ship as it leaps
        up in a cloud of spray and peels off, circling.

        The APC pulls to the edge of the complex.  The CREW DOOR
        opens.  Troopers hit the ground running.  Spread out.
        They drop behind immediate cover.  Apone scans with
        him image intensifier visor lowered.

        APONE'S P.O.V.  through the starlight-scope visor.
        Bright as a sunny day, though contrasty and lurid, we
        SEE the colony buildings.  Trash blows in the street.
        No other movement.

                           (voice over;
                    First squad up, on line.  Hicks,
                    get yours in a cordon.  Watch the

                    Vasquez, take point.  Let's move.

        Sprinting in a skirmish line, Apone's team advances on
        the colony main entry-lock.  Parked tightly across the
        doors are two heavy-duty tractors.  Vasquez reaches one
        of the tractors, looks inside.  The controls are ripped
        out, as if by a crowbar or axe.  She moves on.

        EXT. COLONY BUILDING                                     54

        Vasquez reaches the main doors, Drake flanking on the
        right.  Apone tries the door controls.  Nothing.

                    Sealed.  Hudson, run a bypass.

        Hudson, all business now, moves up and studies the
        door control panel.  He pries off the facing and starts
        clipping on the bypass wires.

                    First squad, assemble on me at
                    the main lock.

        The wind roars around the bleak structures.  A neon sign
        creaks overhead.  Hudson makes a connection.  The door
        shrieks in its tracks and rumbles aside.  It jams
        partway open.  Apone motions Vasquez inside.  She
        eases over the wrecked tractor, through the doors.
        The others follow.

                           (voice over;
                    Second team, move up.
                    Flanking positions.

        INT. COLONY - MAIN CONCOURSE                             55

        DOLLYING SLOWLY FORWARD, following Vasquez and Apone as
        they move into the broad corridor.  A few emergency
        lights are still on.  Wind moans along the concourse.
        Pools of water cover the floor.  Farther down, rain drips
        through blast holes in the ceiling.  Evidence of a
        fire fight with pulse-rifles.

        ON VASQUEZ  moving forward.  Taut.  Alert.  Her smart-gun
        cannon swinging slowly in an arc.  She studies the
        video aiming monitor, looking down rather than ahead.
        Their footsteps echo.

        INT. APC                                                 56

        Ripley watches as the bobbing images reveal the empty
        colony building.

                    Quarter and search by twos.  Second
                    team move inside.  Hicks, take the
                    upper level.  Use your motion

        INT. MAIN CONCOURSE - SECOND LEVEL                       57

        Hicks leads his squad up the stairwell to second level.
        They emerge cautiously.  An empty corridor recedes into
        the dim distance.  Hicks unslings a rugged piece of
        equipment.  Aims it down the hall.  He adjusts the
        "gain."  It remains silent.

                    Nothing.  No movement.

        They pass rooms and offices.  Through doors they see
        increasing signs of struggle.  Furniture overturned.
        Papers scattered...floating sodden in the puddles.

        INT. APC                                                 58

        Ripley et al watching.

                    Looks like my room in college.

        Nobody laughs.

        INT. SECOND LEVEL                                        59

        Hicks' group passes several burnt-out rooms.  There are
        no bodies.  In several offices the exterior windows are
        blown out, admitting wind and rain.  Hicks picks up a
        half-eaten donut beside a coffee cup overflowing with

        INT. LOWER LEVEL - QUARTERS                              60

        Apone's men are searching systematically in pairs.  They
        pass through the colonists' modest apartments, little
        more than cubicles.  Hudson, on tracker, flanks Vasquez
        as they move forward.  Hudson touches a splash of color
        on the wall.  Dried blood.  His tracker BEEPS.

        Vasquez whirls, cannon aimed.  The BEEPING grows more
        frequent as Hudson advances toward a half open door.  The
        door is splintered partway out of its frame.  Holes
        caused by pulse-rifle rounds pepper the walls.  Vasquez
        eases up to the door.  Kicks it in.  Tenses to fire.

        Inside, dangling from a piece of flex conduit, a
        junction-box swings like a pendulum in the wind from a
        broken window.  It clanks against the rails of a child's
        bunkbed as it swings.

        INT. DROP-SHIP - APC                                     61

        Ripley watches Hicks' monitor.

                    Wait!  Tell him to...
                           (plugs in
                           headset jack)
                    ...Hicks.  Back up.  Pan left.

        TIGHT ON MONITOR  as the image shifts, revealing a
        section of wall corroded almost through in an irregular

        TIGHT ON RIPLEY  knowing what it is.

                           (voice over;
                   You seeing this okay?  Looks

        Burke raises an eyebrow at Ripley.

                    Hmm.  Acid for blood.

                           (voice over;
                    Looks like somebody bagged them
                    one of Ripley's bad guys here.

        INT. FIRST LEVEL                                         62

        Hudson is looking at something.

                    Hey, if you like that, you're gonna
                    love this...

        WIDER ANGLE  showing the trooper standing beneath a
        gaping hole.  Another hole, directly beneath, is at his
        feet.  The acid has melted right down through two levels
        into the maintenance level.  Revealing pipes, conduit,
        equipment...eaten away by the ferocious substance.

                    Second squad?  What's your status?

                           (voice over;
                    Just finished our sweep.
                    Nobody home.

                           (to Gorman)
                    The place is dead, Sir.  Whatever
                    happened, we missed it.

        INT. APC                                                 63

        Gorman turns to the others.

                    All right, the area's secured.
                    Let's go in and see what their
                    computer can tell us.
                           (into mike)
                    First team head for operations.
                    Hudson, see if you can get their
                    CPU on line.  Hicks, meet me at
                    the south lock by the up-link

        INT. FIRST LEVEL                                         64

                           (voice over)
                    ...We're coming in.

                           (cupping his mike)
                    He's coming in.  I feel safer

                           (sotto voice)
                    Pendejo jerkoff.

        EXT. COLONY COMPLEX                                      65

        Lights arc across the dormant buildings as the APC turns
        onto the "main drag."  It trundles down the rutted
        street, throwing up sheets of filthy water as the
        massive wheels hit pondlike potholes.  Windblown rain
        lashes across the headlights.

        Hicks emerges from the south lock just as the APC rolls
        up close to the entrance.  The crew-door slides back.
        Gorman emerges, followed by Burke, Bishop, and
        Wierzbowski.  Burke looks back to see Ripley stop in the
        APC doorway, eyeing the ominous colony structure.  She
        meets his eyes.  Shakes her head "no."  Not ready.

                           (voice over;
                    Sir, the CPU is on-line.

                    Okay, stand by in operations.
                           (to those present)
                    Let's go.

        INT. APC                                                 66

        The crew-door cycles home with a clang.  Ripley sits in
        the dark interior, lit by the tactical displays.  The
        wind howls outside, an incredibly desolate sound.  She
        hugs herself.  Alone.  Unarmed.  She knows she's in a
        tank, but remembers the acid.  Leaps up.  Hits the door

        EXT. APC - SOUTH LOCK                                    67

        The crew-door opens and Ripley emerges.  In time to see
        the lock doors rumbling closed.


        The wind snatches her words away.  The crew door whines
        shut behind her.  She walks to the exterior lock
        door-controls and studies them.  She punches some
        unfamiliar buttons.  Nothing happens.  She looks really
        nervous, alone in the howling wind.  She hits another
        button.  The door-motors come to life and she relaxes
        a little.  Glances behind her.  AND SCREAMS!  There's
        a face right there!  Right at her shoulder.  She jumps
        back, gasping for breath.

                    Scare you?

                    Christ, Wierzbowski!

                    Sorry.  Hicks said to keep an
                    eye on you.

        He gestures for her to precede him inside.

        INT. CONTROL BLOCK CORRIDOR                              68

        Ripley catches up with the others as they move into the
        bowels of the complex.

                           (to Burke)
                    Looks like you company can write
                    off its share of this colony.

                    It's insured.

        ON RIPLEY  as they move along the corridor...reacting to
        the fact that she is back in alien country.  She sees
        the ravaged administration complex.  Fire-gutted offices.
        Hicks notices her looking around nervously.  He motions
        to big Wierzbowski with his eyes and the trooper casually
        falls in beside her on the other side, rifle at ready.
        a two-man protective cordon.  She glances at Hicks.  He
        winks, but so fast maybe it's something in his eye.

        Trooper Frost emerges from a side corridor ahead.

                    Sir, you should check this out...

        He leads the way into the corridor.

        INT. CORRIDOR                                            69

        This wing is completely without power.  The troopers
        switch on their pack lights and the beams illuminate
        a scene of devastation worse than they have seen.  Her
        expression reveals that Ripley is about to turn and flee.

                    Right ahead here...

        They approach a barricade blocking the corridor, a
        hastily welded wall of pipes, steel-plate, outer-door
        panels.  Acid holes have slashed through the floor and
        walls in several places.  The metal is scratched and
        twisted by hideously powerful forces, peeled back like
        a soup can on one side.  They squeeze through the

        INT. MEDICAL WING                                        70

        They pack-lights play over the devastation of the
        colonists' last ditch battle.  The equipment of the med
        labs has been uprooted to add to the barrier.  The walls
        are perforated by pulse-rifle fire and acid.  Scorched
        by untended fires to bare metal.  A few instruments glow
        with emergency power.

                    Last stand.

                    No bodies?

                    No, Sir.  Looks like it was a
                    helluva fight.

        TIGHT ON RIPLEY  transfixed by something.

                    Over there.

        The others turn and approach, seeing what she sees.  She
        has entered a second room, part of the med lab area.  In
        a storage alcove at near eye level stand seven
        transparent cylinders.  STASIS TUBES.  They glow faintly
        with an eerie violet light given off by the field which
        preserves the specimens inside.

        They look like jars containing SEVERED ARTHRITIC HANDS,
        the palsied fingers curled in a death-rictus.
        Structurally they are more like spiders with sickening
        translucent skin, a flacid scrotal body, gill-like
        organs underneath drifting in the suspension fluid.
        Something you definitely do not want on your face, for

                    Are these the same...?

        Ripley nods, unable to speak.  Burke leans closer in
        fascination.  His face almost touching one cylinder, is
        lit by its glow.

                    Watch it, Burke...

        The creature inside lunges suddenly, slamming against
        the glass.  Burke jumps back.  From the palm of the
        thing's handlike body emerges a pearl-escent TUBULE.
        like a tapered piece of intestine, which slithers
        tonguelike over the inside of the glass.  Then it
        retracts into a sheath between the "gills."

                           (to Burke)
                    It likes you.

        Only two of the creatures seem to pulse with life.
        Burke taps the other stasis cylinders but the
        hand-things remain inertly clenched.

                    These are dead.  There's just
                    the two alive.

        On top of each cylinder is a file folder.  Ripley takes
        a folder from above one of the live specimens.  Inside
        is a medical chart printout with handwritten entries.

                    Removed surgically before embryo
                    implantation.  Subject:  Marachuk,
                    John L.   Died during procedure.
                           (looking up)
                    They killed him getting it off.

                    Poor bastard.

        They are startled by a LOUD BEEP.  They turn.  Hicks
        is intent on his motion tracker, aimed back toward the
        shattered barricade.  BEEP.  BEEP.

                    Behind us.

        He gestures at the corridor they just passed through.

                    One of us?

                           (into headset)
                    Apone...where are your people?
                    Anybody in D-Block?

                           (voice over; filtered)
                    Negative.  We're all in Operations.

        Vasquez swings the smart-gun to ready position on
        its support arm, locking it with an authoritative
        CLICK.  She and Hicks head toward the source of the
        signal, the others following.

        INT. CORRIDOR                                            71

        Hicks' tracker is reading out more rapidly.  They
        turn into the kitchens, a stainless steel labyrinth.

        Ripley hangs back.  Then realizes there is nothing
        behind her but darkness.  She catches up to the group.

        INT. KITCHENS                                            72

        The troopers enter, their lights bouncing around the
        stainless steel surfaces.

                    It's moving.

        Vasquez is scanning, gaze intense.  The other troops
        grip their weapons tightly.

                    Which way?

        Hicks nods toward a complicated array of food
        processing equipment.  They move forward, weapons

        Ripley shuffles forward in the dark.  Wierzbowski
        trips over a metal cannister, sending it CLANGING.
        Ripley half climbs the wall.

        Hicks' tracker beeps steadily.  The beeps merge.
        Become a solid tone.  CRASH.  Something moves in the
        dark, toppling a rack of stockpots.

        ON VASQUEZ  pivoting smoothly to fire.  In the same
        instant Hicks' rifle slashes INTO FRAME.  Slams
        Vasquez' barrel upward.  A STREAM OF TRACER FIRE rips
        into the ceiling, the rounds SEARING LIKE LIGHTNING.

                    You fuck!

        Hicks ignores her, moving past and aiming his light
        under a row of steel cabinets.  He gestures to Ripley,
        who steps forward.  Trusting his judgment.  She
        crouches beside him.

        RIPLEY'S P.O.V.  lit by Hicks' pack-light...a tiny
        cowering figure.  A very dirty, very terrified
        NEWT JORDEN.  She clutches a plastic food packet in
        one hand, its top gnawed partway through.  In the other
        hand she grips the HEAD OF A LARGE DOLL, holding it by
        the hair.  Just the head.  Eyes staring.  Newt is
        pathetically emaciated...fragile-looking as Dresden
        china, her hair tangled and matted.

                    Come on out.  It's all right...

        Ripley moves toward her, reaching slowly under the
        cabinet.  Newt backs away, trembling visibly, her
        vision fixated like a rabbit blinded by headlights.
        Ripley's hand almost reaches her.

        The kid bolts like a shot, scuttling along beneath the
        cabinetry.  Ripley scrambles to follow...to keep her
        in sight.  Crabbing frantically sideways.  Hicks makes
        a grab, catching one tiny ankle.  He snaps his hand
        out a moment later.

                    Ow!  Shit.  Watchit, she bites.

        The girl reaches a ventilation duct set in the
        baseboard, its grille kicked out.  She scrambles
        inside, her tiny body barely fitting, wriggling like
        a fish.

        In his bulky armor Hicks knows he'll never make it
        into the tiny duct.  Ripley dives.  She squirms into
        the duct without thinking.  Just ahead she sees Newt
        enter a dark space and slam a steel hatch.  Ripley
        pushes the hatch open before the child can latch it,
        and crawls in after her.

        Newt is backed into a cul-de-sac in the tiny steel
        chamber.  Ripley shines her light around in amazement.
        It is a NEST.  A nest built by a child.  Wadded up
        blankets and pillows line the space, mixed up with a
        haphazard array of TOYS, STUFFED ANIMALS, DOLLS, CHEAP
        battery operated TAPE PLAYER.  All foraged from the
        wrecked colony.  Ripley marvels at the child's
        incredible adaptability, the ability to functions even
        in this nightmarish environment.

        Newt edges along the far wall and dives for the hatch.

        Ripley grabs her, controlling her in a bear hug.  The
        kid struggles wildly, like a cat at the vets.  Eyes
        wide, hands lashing out in a frenzy...but silent.  No

                    It's okay, it's okay.  It's over...
                    you're going to be all right now...
                    it's okay...you're safe...

        Newt goes limp, almost catatonic.

        are white and trembling, her eyes track wildly and
        she flinches from unseen terrors.  We READ a dark
        nightmare world in her eyes.

        Ripley's light falls on something amidst the debris...
        a FRAMED PHOTOGRAPH of Newt, dressed up and smiling,
        a ribbon in her hair.  In embossed gold letters
        underneath it says:

                              REBECCA JORDEN

        INT. OPERATIONS - ON NEWT - MANAGER'S OFFICE             73

        sitting huddles in a chair, arms around her knees.
        Looking at a point in space.

                    What's her name again?


        WIDER ANGLE  REVEALING Gorman sitting in front of her
        while Dietrich watches the readouts from a
        BIO-MONITORING CUFF wrapped around Newt's tiny arm.

                    Now think, Rebecca.
                    Concentrate.  Just start at
                    the beginning...

        No response.  Ripley enters, carrying a coffee mug.

                    Where are your parents?  You
                    have to try...

                    Gorman!  Give it a rest would

        Gorman stands with a sigh of dismissal.

                    Total brain-lock.

                    Physically she's okay.
                    Borderline malnutrition, but
                    I don't think any permanent

        She unsnaps the bio-monitoring cuff.

                    Come on, we're wasting our

        Gorman and the others exit, leaving only Ripley with
        Newt.  Through the window of the office, out on the
        main floor of the operations room, we SEE Gorman
        join Burke and Bishop at a computer terminal.

        Ripley kneels beside Newt, brushing the girl's unkempt
        hair out of her eyes in a gentle, maternal fashion.

                    Here, try this.  A little
                    instant hot chocolate.

        She wraps the child's hands around the cup.  Raises
        it to her lips for her.  The girl drinks mechanically,
        spilling down her chin.

                    Poor thing.  You don't talk
                    much do you?  That's okay by
                    me.  Most people do a lot of
                    talking and they wind up not
                    saying very much.

        She sets the cup down and wipes the child's chin clean.

                    Uh oh.  I made a clean spot
                    here.  Now I've done it.  Guess
                    I'll just have to do the whole

        She pours water from a squeeze bottle onto a small
        cloth and gently washes the little girl's face.
        Newt's eyes seem to focus on her for the first time.

                    Hard to believe...there's a
                    little girl under all this.
                    And a pretty one at that.

        Newt gazes at her.  Ripley smiles.

        INT. OPERATIONS                                          74

        The ground teams are gathered around a terminal in
        the computer center.  Hudson has the CPU main computer
        on-line and reading out.

        TIGHT ON MONITOR SCREEN  as an abstract of the main
        colony ground plan drifts across the screen.

        Hudson bashes at the keyboard, his fingers dancing

                           (to Gorman)
                    What's he scanning for?

                    PDT'S.  Personal-Data Transmitters.
                    Every adult colonist had one
                    surgically implanted.

                    If they're within twenty
                    klicks we'll read it out here,
                    but so far...zip.

        INT. OFFICE                                              75

        Ripley is washing Newt's tiny hands with a cloth,
        pink skin emerging from black grime.

                    I don't know how you managed
                    to stay alive but you're one
                    brave kid, Rebecca.

        Newt's voice is almost inaudible.


        Ripley leans closer.  Feels like she's breathing
        on coals.  The sound was incomprehensible.

                    What did you say?

                    Newt.  My n-name's Newt.
                    Nobody calls me Rebecca except
                    my dork brother.

        Ripley grins inanely, not wanting to move or speak...
        or break the spell.

                   Well, Newt it is then.  My
                   name's Ripley...and people
                   call me Ripley.

        Ripley picks up her tiny limp hand, shaking it

                   Pleased to meet you.  And who
                   is this?  Does she have a

        Newt glances at the disembodied doll, still clutched
        in one filthy hand.

                   Casey.  She's my only friend.

                   What about me?

        Newt's reply is flat, neutral.

                   I don't want you for a friend.

                   Why not?

                   Because you'll be gone soon,
                   like the others.  Like
                   everybody.  You'll be dead
                   and you'll leave me alone.

        Ripley gazes at her, chilled both by the ominous
        statement and by the situation which could have
        produced this outlook in a child.

                   Oh, Newt.  You mom and dad
                   went away like that, didn't
        Newt nods, staring at her knees.

                   They'd be here if they could,
                   honey.  I know they would.

                          (with cold certainty)
                   They're dead.

                   Newt.  Look at me...Newt.  I
                   won't leave you.  I promise.

                   You promise?

                   Cross my heart.

                   And hope to die?

        Ripley smiles grimly at the inadvertently macabre

                   And hope to die.

        And because she's a child, the darkest terrors, even
        the ones seen and not imagined, can still be banished
        by a smile and a single promise.

        Newt's eyes brim as she gazes at Ripley.  Her lower
        lip starts to tremble, and her face slowly deforms
        into an abject mask.  She sobs as she clamps her arms
        around Ripley's neck.  The sobs come in waves as
        Ripley rocks her, tears of suppresses terror and
        grief and hurt rolling down her face.  It is a

        Ripley closes her eyes, hoping that this promise
        can be kept.

        INT. OPERATIONS                                          76

        Everyone jumps as Hudson cries out triumphantly.

                   Hah!  Stop your grinnin' and
                   drop your linen!  Found 'em.


                   Unknown.  But, it looks like
                   all of them.  Over at the
                   processing station...sublevel
                   'C' under the south tower.

        TIGHT ON SCREEN  showing an amoebalike cluster of
        flashing blue dots clumped tightly in one area.

                   Looks like a Goddamn town

                   Let's saddle up.

                   Awright, let's go girls, they
                   ain't payin' us by the hour.

        EXT. ACHERON - TWILIGHT                                  77

        The APC roars across the stygian landscape, traversing
        the causeway which connects the colony to the
        ATMOSPHERE STATION a kilometer away.  Behind it the
        drop-ship settles to the ground at the colony landing

        PAN WITH THE APC TO REVEAL the massive structure.
        Like a vast foundry the conical exhaust tower
        flickers with spectral light.

        INT. APC                                                 78

        The troopers sit, more subdued now, swaying and
        bouncing in the heavily sprung vehicle.  Wierzbowski
        is in the saddle.  Ripley and Newt sit side by side
        just aft of the driver's cockpit.

                   I was the best at the game.
                   I knew the whole maze.

                   The 'maze'?  You mean the
                   air ducts?

                   Yeah, you know.  In the walls,
                   under the floor.  I was the
                   ace.  I could hide better
                   than anybody.

                   You're really something, ace.

        Ripley's gaze shifts out the windshield as the
        processing station looms ahead.

        EXT. APC/STATION                                         79

        The vast structure towers above the parked personnel
        carrier.  Deploying in front of the APC, backlit by
        its lights, the troopers cast long shadows.  They
        look ominous.  Hulking techno-samurai.

        The base of the station is a depthless maze of
        conduits and pressure vessels, like an oil refinery.
        Or a Dantean version of one.  The THRUM of
        functioning machine systems echoes through the

                          (voice over; static)
                   Forty meters in.  Ramp on
                   axial two-two.  Access to

        The troopers start down the open rampway.  Light
        filters down through several levels of steel mesh
        floor, catwalks and pipes.  Below that is darkness.

                          (voice over; static)
                   B-Level.  Next one down.

        The thrumming of m