Deep Rising
                                formerly known as TENTACLE
                          by Steven Sommers & Robert Mark Kamen 
                         extended revisions by Robert Mark Kamen 
                               Revised Draft Jan. 1st, 1996

                                                       OPEN TO:

               and we find ourselves in the middle of...

         1     STORMY SEA - NIGHT                                       1


               The dark blue waters roil and boil and foam. THUNDER CRACKS.
               LIGHTING FLASHES.

                                                       CUT TO:

         2     UNDERWATER - NIGHT                                       2

               An enormous Japanese BATHYSCAPHE free-falls through the
               water. An autonomous fifteen-man submersible. Almost
               futuristic in its design. The nose cone is an amazing ultra
               high-pressure plexi-dome. LETTERING along the side tells us
               this is the "SHINKAI 90000." 

               COMPUTER PRINTED across the SCREEN are the WORDS:
               FOR THE DEEPEST DIVE...

         3     SHINKAI 9000 - NIGHT                                     3

               The JAPANESE CAPTAIN watches a DLD laser tracking system and
               barks one-word questions to his JAPANESE CREW. The Sailors
               work the consoles and give clipped monosyllabic answers. The
               JAPANESE SCIENCE OFFICERS go over charts on the electronic
               position board, a contiuously-shifting graphic representation
               of the ocean contours below. Behind them is an elaborate
               DEPTH GAUGE with computerized graphics. READ: 34,000 feet and
               dropping. The Crew works at a fevered pitch. An ALARM SOUNDS
               as the depth gauge sounds 35,000 feet. All eyes on the depth
               gauge. Several Science Officers share excited looks.

         4     ON THE DEPTH GAUGE: 35,100 -- 35,200 -- 35,300 -- 35,400...4

               The excitement builds. Even the Captain's weathered eyes
               widen. And then, as the depth gauge hits 35,801 feet below
               sea level, the entire Crew breaks into CHEERS, WHOOPS,

                                                       CUT TO:

         5     SHINKAI 9000 - NIGHT                                     5

               As it continues its descent, it passes corroding metal drums
               leaking toxic waste, radioactive waste, dumped in the depths,
               away from prying eyes, and populated areas. The vessel drops
               into the SULU BASIN. Imagine the Grand Canyon under forty
               thousand feet of water. 

               But the Sulu Basin is ten times the size of the Grand Canyon.

               Down here, ten thousand fathoms below the storm, all is calm.

               The dual TURBO-PROPS on the ear of the submersible KICK ON.
               The Bathysaphe is now mobile. It glides down the side of an
               enormous rock face, carefully avoiding massive sandstone
               pinnacles which jut up from the ocean floor far below.

                                                       DISSOLVE TO:

         6     DEEP SEA - NIGHT                                         6

               THE SHINKAI hovers near a gigantic tectonic plate. A ROBOTIC
               ARM extends out from under the plexi-dome. Its "hand" is a
               high-tech LASER CUTTER. It approaches the plate, steadies,
               then fires a direct BLUE BEAM at the bedrock, burns the rock
               into magma and cuts a perfect round pattern. 

               Another ROBOTIC ARM reaches forward, its CLAW rips out the
               cut rock from inside the pattern, then takes the sample and
               sets it inside a hydro-basket on the submersible's port side.

                                                       DISSOLVE TO:

         7     MINDINAO DEEP - NIGHT                                    7

               A desolate, barren, spooky place. Nothing breathes. Nothing
               lives. Or so it would appear. The creepy, foreboding MUSICAL
               SCORE tells us otherwise. The Shinkai ENTERS a huge ROCK

                                                       CUT TO:

         8     SHINKAI 9000 - NIGHT                                     8

               The Captain and the Science Officers stare through the plexi
               dome and out into the freezing, cobalt blue of the PALAWAN
               TROUGH. The MUSIC intensifies as they round each curve. Then,
               dead ahead, is the end of the trough, which is half-blocked
               by a rock-encrusted embankment. 

               The MUSIC builds. 

               The Shinkai approaches the embankment. Slowly starts to glide
               up the side. The Captain and Science Officers seem mesmerized
               by all the lonely creepiness. They crest the embankment. And
               the plexi-domed VIEW FILLS with an unimaginable horror. 

               As far as the eye can see, the entire murky landscape is
               filled with WHALE BONES. A valley of death. Cluttered here
               and there, carelessly flung about, are the rusting hulks of
               several ships. Seemingly ripped apart. Clusters of shark
               cartilage float through the water like white ghosts. 

               The Captain, the Science Officers and the entire Crew just
               stare, frozen in place by the strange horror before them.

                                                       CUT TO:

         9     SHINKAI 9000 - NIGHT                                     9

               The vessel cruises through the valley of death. Everyone is
               nervously taking readings, making calculations and adjusting

               Gone is the excitement and euphoria of the record breaking.

               Several Crewmen cast nervous glances out through the plexi
               dome. Giant skeletons everywhere.

                                                       CUT TO:

        10     SHINKAI 9000 - NIGHT                                    10

               The Shinkai approaches an eerie-looking rock formation. The
               robotic arm comes out. The laser cutter steadies, aims, then
               shoots out its blue beam and cuts into the rock.


                                                       CUT TO:

        11     SHNKAI 9000 - NIGHT                                     11

               The Captain and the Science Officers recoil as the inky stuff
               envelopes the plexi-dome, completely blotting out the VIEW.

                                                       CUT TO:

        12     PALAWAN TROUGH - NIGHT                                  12

               The Shinkai VANISHES into a huge cloud of inky blood. We HOLD
               for a LONG OMINOUS BEAT. And then, like a slow-motion
               earthquake, large boulders and giant crevices begin to shift
               in the murky waters. WHALE BONES TOPPLE and SCATTER. Several
               feet under the ancient silt, something is coming alive.

                                                       CUT TO:

        13     SHINKAI 9000 - NIGHT                                    13

               Everything outside the plexi-dome is still BLACK. Everyone is
               staring at the position board, which shows a large section of
               the OCEAN FLOOR STARTING TO MOVE, its contours incongruous
               with the rest of the graphic representation. 

               The Science Officers look stunned. The Captain barks
               commands. The Crew leaps into high gear. 

               Then the Captain reverses the trottle, and petal-to-the-metal
               he starts to back out. 

               The inky blood swirls past the plexi-dome. Then suddenly, and
               impossibly, the SUBMERSIBLE JERKS TO A HALT. Everybody goes
               ass-over-teacups. EQUIPMENT SHATTERS. SPARKS FLY. GLASS
               BREAKS. Lots of YELLING in Japanese. 

               The SHINKAI starts to ROCK and SHAKE. Something has a hold on
               it. More EQUIPMENT SHATTERS. Men are thrown about. Then it
               stops rocking. The Sailors stop yelling. Everything goes dead
               quiet. Frightened eyes share terror-filled looks. A SOUND is
               HEARD coming from the exterior of the ship, like feet runing
               across the outside of the hull. Very creepy. 

               The HULL starts to MOAN and CREAK from an UNSEEN PRESSURE.
               And then the sub begins to be crushed like it's a beer can.
               The metal HULL TORQUES on all sides. RIVETS POP and SNAP.
               And then the SHINKAI IMPLODES. A massive CHURNING SWIRL of
               water, metal and men.

                                                       SMASH CUT TO:

        14     SOUTH CHINA SEA - SUNSET                                14

               THE SAIPAN, a tricked out Jet Foil, built for speed not
               looks, gunmetal blue, lean and mean, rips across the choppy
               water. The Rolling Stones STREETFIGHTING MAN pours out of the
               jet foil, reverberating over the waves, as the CAMERA rushes
               right at the windsheild and into...

                                                       CUT TO:

        15     PILOT HOUSE - SUNSET                                    15

               Stripped down, low frills, high tech... ...where JOHN T.
               FINNEGAN, bathed in the last light of day, all taut muscle
               and sinew, all business, with every one of his 38 years
               etched on his rugged, good looking face, is harnessed into
               the steering pylon, wrestling with his steering-sticks,
               holding the bouncing jetfoil steady as he can, hauling ass,
               propelled, it seems, by the music blasting out of four state
               of the art speakers bolted to the metal walls. Light from the
               laser imagers plays across Finnegan's face. The face of a man
               in his element, on the edge, in control. He barks commands
               into his RADIO HEADSET.

                         How we doing out there?

               THROUGH THE WINDSHIELD we see LEILA, a muscular Filipina
               clambering over the foredeck. She's dripping wet. Tough as
               nails. She turns to Finnegan and "mouths" something into her
               headset. Finnegan flashes her his most charming smile.

                                   FINNEGAN (CONT'D)
                         Yes, I'm very warm and dry in here,
                         thank you for your concern.

               His HEADSET comes alive withe the SOUND of LEILA bitching in
               an unintelligible foreign tongue.

                                   FINNEGAN (CONT'D)
                         A raise? I already pay you two
                         bucks a day.

               He watches as Leila fights the WIND and SEASPRAY and dogs
               tight a series of hatch-latches across the foredeck.

                                   FINNEGAN (CONT'D)
                         Missed one darling.

               Leila turns and gives him a "jerking-off" sign with her hand.

                                   FINNEGAN (CONT'D)
                         I love you too.

               The Radar Imager suddenly blinks, and goes to black. Dead.
               Finnegan taps on the screen. Nothing. Taps on the console.
               Still nothing. Simultaneously two more imagers shut down. His
               mouth screws tight.

                                                       CUT TO:

        16     ENGINE ROOM - NIGHT                                     16

               Crammed wall to wall with enough horsepower to fly a 747.
               Pumped out of two thumping engines. The domain of a scruffy,
               shifty-eyed, likeable little weasel of a mechanical
               genius...JOEY PANTUCCI. 

               Wearing a mechanic's toolbelt, slung sideways across the hips
               like a gunslinger, singing the theme to "Gilligan's Island"
               over the engine's roar. Way off-key. His hands crammed deep
               in a tangle of wires. On the walls are a few pictures: Of a
               few major league engines. Of a few major league pinups, and a
               few of Pantucci and Finnegan...together in the U.S.
               front of the Saipan in shinier days.

                         " -- if not for the courage of the
                         fearless crew -- " 

               He tugs at the wires.

                                   PANTUCCI (CONT'D)
                         " -- the Minnow would be lost, the
                         Minowwww would be lost."

               Finnegan's voice explodes through his headset...

                                   FINNEGAN (V.O.)
                             (radio filtered)

               Unperturbed, Pantucci works at the wires.

                             (into radio)
                         Can we use our indoor voice

                                   FINNEGAN (V.O.)
                             (radio filtered)
                         I'm flying blind here God damn it!

               Pantucci pulls two wires from the tangle.

                         You trying to make me feel guilty?

               He begins to strip the wires with his teeth.

                                                       CUT TO:

        17     PILOT HOUSE - SUNSET                                    17

               Finnegan peers out of the windscreen, trying to see ahead of

                         Guilty will be the least of what
                         you feel when I run my rig into one
                         of these god damn no name islands!
                         Get me well here!

                                                       CUT TO:

        18     ENGINE ROOM                                             18

               Pantucci twists one wire around another.

                         All better...

        19     PILOT HOUSE - SUNSET                                    19

               The console lights up. The screens come back on line. 

               Finnegan is pleased.

                                   PANTUCCI (V.O.)
                         Now tell me again...

                                                       CUT TO:

        20     ENGINE ROOM                                             20

               Pantucci works his wrench around an engine mount. And his
               nervous eyes around six men, big, bad men, standing on the
               far side of the engines out in a narrow passage. 

               A Maori(VIVO). Two Aussies(MASON and MULLIGAN). A
               Samoan(MAMOOLI). A Chinese(CHIN). And an Aborigine (BILLY).
               Tattooed, armed to the teeth, packed in Kevlar body armor.
               Mercenaries. Who would as soon wring your neck as shake your
               hand. And a sixth man. HANOVER. The obvious leader.
               Smoother than the rest, but still showing the edge of a man
               risen from their ranks. He consults his watch with a growing

                         ...why we took this job?

                                                       CUT TO:

        21     PILOT HOUSE - SUNSET                                    21

               Finnegan hits a button on his console. The Stones are
               replaced by the first chords of LAYLA.

                         If I told you once...I told you a
                         thousand times...

                                                       CUT TO:

        22     ENGINE ROOM                                             22

                         I know...I know...if the cash is
                         there we don't care...
                         Finnegan this is as mean a pile of
                         shit as we ever carried...

               Pantucci notices Hanover impatiently looking at his watch
               again, and nods for a mass of Aussie mean and muscle named
               MASON to follow him up a ladder.

                                   PANTUCCI (CONT'D)
                         ...and some of it's coming your

               He quickly pulls out a wrench, slaps it over a bolt and
               tightens it down. The leak stops. He blows on the WRENCH like
               it's a six-shooter, then spins it at the speed of light and
               holsters it into his toolbelt.

                                                       CUT TO:

        23     PILOT HOUSE - SUNSET                                    23

               As Finnegan is watching the sea ahead, swathed in the
               shrieking Clapton guitar solos, the hatch opens. 

               Hanover enters, followed by Mason, who leaves the hatch door

               Finnegan's eyes remain fixed on the sea. His ears on the

               Hanover and Mason hold onto any available rail as the boat
               slams over the waves.

                         You remember the first time we met
                         Finnegan? I think you were just
                         starting out...smuggling gold off
                         Sumatra for those two
                         Chinese...what did we use to call

                         Fok Yu and Fok Yu Two...are we
                         strolling down memory lane for any
                         particular reason?

                         No, it just struck me as odd...I
                         don't see you for all these years
                         and you've still got the same tape
                         stuck in the box.

                         You know what they say...the
                         classics are eternal.

               Hanover looks at the Topo Imager. Holding onto the rail to
               keep his balance as the boat slams over the choppy sea.

                         So where are we?

               Finnegan points to a spot in the middle of the map.

                         Right here...middle of nowhere...

                         And where is our point of arrival?

               Finnegan points to another spot on the map.

                         Right here...middle of
                         nowhere...and the answer to your
                         question is yes.

                         Which question is that?

                         The one you came up to ask...are we
                         on schedule?

                             (to Mason)
                         Take note Mr. Mason...this is why
                         you hire a professional...No
                         whining. No excuses.

                         I've heard a lot of stories about
                         you mate...

                         All of them flattering I'm sure.

                         They were...but they musta been
                         talking about another Finnegan...
                         because the one I heard about was
                         as rough as they came...the one I'm
                         looking at is, well, about as
                         current as the music.

                         Don't mind him
                         remember 25...balls of steel...
                         splashing around in a sea of

                         I don't mind him...but I do think
                         it's time for him to get back down
                         below with the rest of the

                         And who's gonna make me?

               Finnegan looks at the open hatchway just behind

                         The Finnegan you heard about.

               ...and jams the steering sticks full speed ahead. The force
               of acceleration tumbles Hanover into the console. Mason
               tumbles out the open hatchway, down the stairs behind him. As
               he rises, Hanover regards Finnegan for a moment. A smile
               flits across his face.

                         That's why we're sill around
                and me... Nothing
                         gets the feathers up. Business is
                         business. Eh?

               Finnegan's hand finds the console. He hits a button. The
               first strains of Led Zepplin's WHOLE LOTTA LOVE comes roaring
               out of the speakers.

                         And the classics are eternal.

               Finnegan cranks the sound to the max, pulls back on both
               steer sticks, and holds on, as the force of acceleration
               hammers him into the pylon.

                                                       CUT TO:

        24     OPEN SEA - SUNSET                                       24

               The Saipan roars off into the setting sun, hell bent for
               leather. Zepplin screaming in its wake.

                                                       CUT TO:

        25     SOUTH CHINA SEA - NIGHT                                 25

               Sailing through the mild waters of the South China Sea, a
               luxury cruise liner. The FUJI MARU. Top of the line. State of
               the art. And absolutely MASSIVE. No expense has been spared.
               Breathtaking. Gunfire shatters the serenity of the night.

                                                       CUT TO:

        26     FUJI MARU DECK - NIGHT                                  26

               A group of tony British passengers is shooting skeet. Being
               night, the CLAY PIGEONS are glow-in-the-dark. They EXPLODE
               over the WATERSPORTS PLATFORM, where TWO JET SKIS swing from
               harnesses, and TWO SPEEDBOATS are being hoisted up the side.

                                                       CUT TO:

        27     CRYSTAL POOL DECK - NIGHT                               27

               Rigged for a formal party. Chinese lanterns sway in the
               breeze. A band plays. Hundreds of wealthy Passengers, the men
               in tuxedos, the women in drop dead gowns, dripping with
               jewelry, dance, flirt, gossip, as an endless stream of
               waiters ply the floor with champagne laden trays.
               CLOSE ON: The sexiest pair of spiked heels ever to grace the
               foot of a woman, stopping at the top of the deck. PAN UP: A
               shimmering golden gown, high slit on the sides to reveal a
               perfect set of legs, a runway model's body, a cover girl's
               face...and a thief's sharp ferret eyes. TRILLIAN. A class act
               from top to bottom. A head turner for either sex, and knows
               it. She holds an orchid in her hand. Trillian scans the
               crowd, looking for her prey...and finds him. Her POV. The
               Ship's smug Captain. JEAN BAPTISTE DELCROIX. She fixes the
               orchid in her hair just so, about to move...

                                   OLD WOMAN
                         He said an orchid and a beautiful
                         woman belonged together... It was
                         our first date.

               Trillian looks down to a petite old woman, dressed
               impeccably, delicate, frail, her beauty long faded except
               from her eyes. Kindness becomes her, like moonlight does the

                                   OLD WOMAN (CONT'D)
                         He said that it was the orchid I
                         wore that made him fall in love
                         with me...

                         He sounds like a real gentleman.

                                   OLD WOMAN
                         The best of the best he was... This
                         cruise was supposed to be our 60th
                         anniversary gift to each other. He
                         died last Spring...

                         I'm so sorry...

                                   OLD WOMAN
                         I was going to wear one...special
                         for a memory...

               The Old Woman looks at the orchid. And then at Trillian.

                                   OLD WOMAN (CONT'D)
                         But without him here I don't know
                         why I should.

               Trillian takes the orchid from her hair, and places it in the
               lapel of the woman's jacket.

                         Because an orchid and a beautiful
                         woman belong together.

               The smile Trillian bestows on the old woman is loving,
               sincere. The moment between them is broken by the keen clear
               sound of a silver spoon tapping a crystal champagne flute.

                                   CANTON (V.O.)
                         Ladies and gentlemen...

               ANGLE ON: The deck where the band stops playing. Voices hush.
               Everyone turns to NIGEL CANTON, 65, tall, elegant, every
               white hair perfectly in place, impeccably turned out, with
               the energy, and enthusiasm of a man half his age. Canton
               stands at the head of the pool, in front of a wall sized
               aquarium, flanked by his Captain.

                                   CANTON (CONT'D)
                         All my life I had the dream of
                         building the greatest pleasure ship
                         ever to sail the seven seas...
                         tonight, seeing all of you

               The crowd roars with laughter.

                                   CANTON (CONT'D)
                         I realize my dream has come
                         true...I thank you all from the
                         bottom of my heart for making it

               Canton lifts his glass.

                                   CANTON (CONT'D)
                         To the Fuji Maru! Good times

                         Forever!! Here! Here!

               The crowd swells around Canton. ANGLE ON: The Captain
               chatting up some passengers when a woman's voice, seductive,
               beguiling, turns his head to...

                         Is it true what they say about a
                         captain and his boat.

               The Captain's libido rises as he gazes into Trillian's come
               hither eyes.

                         Is what true madame?

               Trillian takes one step closer, until her moist lips are
               pursed inches from the captain's.

                         Madamoiselle...that the bigger the
                         boat...the bigger the man... 

               His breath catches.

                         It is a theory I would be glad to
                         put to the test.

               Trillian draws even closer. If looks could cause a man to

                         In school, the Sisters said testing
                         was my specialty.


               Driven to distraction, The Captain turns his attention for a
               moment to a passenger introducing his wife.

                                   PASSENGER (CONT'D)
                         My wife...


               ANGLE ON: Trillian, turning from the captain into the crowd.
               C.U. on her hand by the side of her dress. A man's wallet
               held surreptitiously. Her fingers open the wallet, extract a
               thin gold card with a black stripe. She discards the wallet,
               keeps the card, and disappears into the crowd.

                                                       CUT TO:

        28     FUJI MARU BRIDGE - NIGHT                                28

               Top of the line. State of the art. The crew is multinational.
               English is the common language, but everyone has an accent.
               Canton, the picture of self-satisfaction, enters, sipping

                         You wanted to see me Captain?

               The Captain stands next to a bank of LASER IMAGING SYSTEMS.
               Canton steps up. Looks down at the THERMAL RADAR IMAGER.
               Multi-colored LASER IMAGES.

                         We have a storm rising behind us...
                         we may have to close the canopy, I
                         hope it doesn't ruin your party.

                         Ruin my party? Captain, this ship
                         was built to withstand a typhoon. I
                         can't imagine there's anything on
                         the sea today that could possibly
                         ruin my party.

                                                       SMASH CUT TO:

        29     JETFOIL - NIGHT                                         29

               C.U. A crowbar quietly pops the top off a wooden crate to
               reveal the lethal looking tip of a torpedo...PULL BACK TO:
               Pantucci in the storage hold, surrounded by half a dozen
               crates, his wily eyes popped wide with apprehension. He licks
               his lips nervously, looks around and whispers into his


               A hand falls on his shoulder, spinning him around to a fist
               coming right into his face.

                                                       CUT TO:

        30     PILOT HOUSE - NIGHT                                     30

               Jimi Hendrix. THE STAR SPANGLED BANNER. Blasting. As the Jet
               foil rockets across the waves. Leila, stripped out of her
               soaking wet clothes, down to her panties and bra, stands
               wiping her dripping wet, magnificently ripped body, with a
               dry towel. Leila puts her fingers in her ears.

                         Gum kwa she bam dok.

                         It's not's genius...

               And then over the headset, over the Hendrix...

                                   PANTUCCI (V.O.)

               Followed by the unmistakable sound of fist hitting flesh.
               Finnegan and Leila trade a look.

                                                       CUT TO:

        31     HOLD - NIGHT                                            31

               A massive fist plows into Pantucci's stomach. He drops from
               the arms of MULLIGAN, a scar-faced Irishman with a buzz cut.
               As quickly as he is doubled over he is yanked up straight by
               the man who hit him, VIVO, a merciless Maori, covered by
               tattoos, topped off with venom.

                         You know what my goal is? Before I
                         die I want to make love to a woman
                         from every country on earth.

                         You mean countries that are
                         acknowledged by the UN...or like
                         made up countries too?

                         What the hell does that mean?

                         Like Mamooli's country...

                         What you talkin'? Samoa's a county!

                         It's a dot on a map...

                map...I don't give a shit
                         ...they got women on Samoa, it's on
                         the list.

                         Mr. Billy you're in the batter's

               Hanover watches calmly as BILLY, the Aborigine, cracks his
               fist against the side of Pantucci's head, knocking him out of
               Vivo's arms.

                         At home we denosy the nosy.

               BILLY hoists Pantucci. He draws his knife under Pantucci's
               bloody nose.

                         We're not savage here Mr. Billy...
                         we're professionals. Hold him...Mr.

               The Chinese merc steps forward, and whaps Pantucci upside the
               head with a cruelly accurate crescent kick. Pantucci hits the
               wall hard, crumbling. Chin lifts him.

                                   HANOVER (CONT'D)
                         Anyone else?

               Massive Mason steps forward.

                         I'll take a go and the I vote we
                         throw the little weasel

                         I vote we slit his throat THEN
                         throw him overboard...

               Mason raises his ham of a fist drawing his tree trunk arm
               back, taking dead aim at Pantucci's face. He never gets the
               punch off. His arm is caught from behind. He looks over his
               shoulder to Finnegan. Gripping his wrist. Right in his face.

                         ...this is not a democracy. You
                         don't get a vote.

               Mason, enraged, swings with his free hand. Finnegan twists
               his arm sharply, sending Mason's head into the steel wall,
               knocking the big man senseless. The other mercenaries go to
               draw their weapons. Before the guns are out of holsters,
               Finnegan swings a spear gun into Hanover's face, an inch from
               his eye.

                                   FINNEGAN (CONT'D)
                         I'll say it again for the hearing

               Finnegan cocks the spear. CLICK! Hanover does not blink.
               Everyone freezes. With his free hand Finnegan lifts Pantucci
               to his unsteady feet, the spear stays poised. Finnegan backs
               out of the room.

                         This isn't right Finnegan. I've got
                         a contract.

                         20 hours on the clock. Out and
                         back. Double for overtime.

                         And no questions asked.

                         Who asked any?

                         He did...with a know
                         the rules on a broken contract.

                         I know it...but you want to get
                         where you want to get, and back? I
                         need a chief engineer, and unless
                         you got a replacement, I'd highly
                         recommend overlooking the

               With that Finnegan leads Pantucci out of the hold, slamming
               the door behind him.


               Finnegan turns his gaze to Pantucci. It makes the smaller man

                         You put me in that position again
                         I'll throw you overboard myself.

               Finnegan stalks off. Pantucci swallows hard, knowing he means

                                                       CUT TO:

        32     FUJI MARU - NIGHT                                       32

               A man strides down the hall of an executive passageway, his
               face obscured in shadows. He has a CANISTER in his hands.
               Walks through a door MARKED:


                                                       CUT TO:

        33     COMPUTER/CONTROL MONITOR ROOM - NIGHT                   33

               The brain center for the whole ship. Rows of computer
               mainframes, laser-guided imagers and D.T. processors. No
               humans needed. And none are present. Except one -- 

               The Man strides purposefully down a row of computers, makes a
               left, then a right. He knows exactly where he's going. He
               arrives at an ultra-high-tech CONSOLE. The cerebellum. Three
               similar canisters are plugged into the console. The Man
               unscrews the middle canister. Screws his canister into its
               place. Sets the TIMER to 0:300 hours. Pushes a button. The
               TIMER starts to COUNT DOWN.

                                                       CUT TO:

        34     THE FUJI MARU - NIGHT                                   34

               All LIT UP and looking beautiful. The wind is stronger. The
               party is wilder. The BAND louder. The people drunker. Rain
               begins to fall. Everybody moans and heads for cover. 

               The deck's huge hydralic canopy begins to close, reviving the
               party spirit.

                                                       CUT TO:

        35     VAULT ROOM - NIGHT                                      35

               A gold card with a black stripe slides into the security lock
               of a high tech vault. Lights blink. Tumblers roll. One after
               another the electronic locks unlock. 

               Trillian stands back as the massive vault door swings open.
               With a quick look over her shoulder, she enters the vault.

                                                       CUT TO:

        36     VAULT - NIGHT                                           36

               Trillian consults a list, looking for one very specific vault
               Finding it, she pulls a lock pick from her fabulous coiffure,
               and picks the lock in nothing flat. A pro. Flipping open the
               box, Trillian removes the only thing she came for. A dazzling
               diamond ring with the center stone the size of an egg. With a
               twist, she pops the stone from the setting, holds it up to
               admire it in the light...

                                   CANTON (V.O.)
                         It is an amazing stone...

               Trillian grits her teeth, and turns to...Canton, the Captain,
               and two burly Chinese security men.

                                   CANTON (CONT'D)
                         ...what were you planning on doing
                         with it?


                         Well you can still proceed with
                         your plans
                         prison...Captain... escort the

               Canton exits. The Captain steps forward, and removes the
               diamond ring from Trillian's hand.

                are not a lady.

               He slaps her across the face. Trillian flushes, touches the
               drop of blood at her lip...and decks the Captain with a
               vicious right cross.

                         And are not a

                                                       CUT TO:

        37     VEGETABLE LOCKER - NIGHT                                37

               A hatch door bursts open. Trillian is thrown inside. The DOOR
               SLAMS SHUT. Trillian looks around. No windows. One door. Lots
               of fruit and vegetables. 

               Trillian accepts the hopelessness of her situation. She takes
               an apple, sits down and bites deeply, running her options.

                                                       CUT TO:

        38     COMPUTER/CONTROL MONITOR ROOM - SAME TIME               38

               The CANISTER TIMER finishes counting down -- 4 -- 3 -- 2 --
               1. It suddenly EMITS a high-energy HUM. Intense electro
               static, which builds into...

                                                       CUT TO:

        39     SAIPAN PILOT HOUSE - NIGHT                              39

               ...A screeching guitar solo... The Allman Brothers Band
               pulses out of the speakers. Finnegan is prepping the wound
               over Pantucci's eye for sutures. 

               As he swabs it carefully, Leila is at the helm keeping the
               speeding, bouncing, boat on course.

                         Here's what I think...I think these
                         mokes below are a hit squad.

                         I saw these guy
                         Altmont know that? They
                         opened for the Stones...

               He carefully threads the surgical needle.

                         Right now...there's some bozo
                         sitting on his yacht at those
                         coordinates they gave us, sipping
                         his scotch and soda...totally
                         unawares that we are about to
                         deliver 500 kgs of high power
                         torpedo to light up his
                         ass...that's what's down there in
                         that hold and who knows what the
                         hell else...

                                                       CUT TO:

        40     HOLD - NIGHT                                            40

               The top of another wooden crate is popped revealing the
               answer to Pantucci's question: a chilling display of
               firepower. Pulse rifles. Hand held gatling guns with laser
               sightings. Oblong grenades. The latest in death delivery

               Hanover and his men lift and load. Slamming shells into
               chambers. KA- CHANG! KA-CHANG! KA-CHANG! These boys know
               their toys.

                                                       CUT TO:

        41     PILOT HOUSE - NIGHT                                     41

                         Hold still now...I was like three
                         rows back.

               Finnegan centers the needle over Pantucci's wound.

                                   FINNEGAN (CONT'D)
                         ...Jagger was here...I was here...

                         You don't give a shit about
                         anything do you?

                         Sure I do...I give a shit that at
                         0300 hour we reach our point of
                         destination. I give a shit that
                         those mojos got to do what they got
                         to do, and 45 minutes later we are
                         turn around and gone. I give a shit
                         that by the time the sun comes up
                         we are all safely tucked in bed.

                         That's it? That's all you give a
                         shit about?

                         Oh yeah...and that my stitch job
                         doesn't make you uglier than you
                         already are...this won't hurt a

               Finnegan sinks the needle into the wound. Pantucci's SCREAM
               rises above the music.

                                                       CUT TO:

        42     FUJI MARU - NIGHT                                       42

               The Fuji Maru cruises through RAIN-LASHED waters. Accompanied
               by a very scary MUSICAL SCORE. Then suddenly, in the extreme
               foreground, AIR BUBBLES angrily GURGLE to the surface. Then a
               WAVE EXPLODES, as if THRASHED from below.
               Then another WAVE EXPLODES, forty feet to the right. Then
               ANOTHER, eighty feet to the left. And then ALMOST SEEN: Huge,
               black, ominous THINGS seem to be SQUIRMING beneath the water.
               Heading for the Fuji Maru.

                                                       CUT TO:

        43     CRYSTAL FOREDECK - NIGHT                                43

               can HEAR the PARTY inside. MUSIC, laughs and cheers.

                                                       CUT TO:

        44     THE BRIDGE - NIGHT                                      44

               The entire ROOM seems to be FRITZING OUT. The lights crackle
               on and off. The Captain stands behind the bank of failing
               IMAGING SYSTEMS, growing edgier by the moment.

                         The entire bridge electrical system
                         is shutting down sir!

                         Switch over to auxiliary power, and
                         run a circuit check.

                         Yes sir...

               The COM. OFFICER is busy fiddling with the communications and
               imaging gear. DISTORTED LIGHTS from the scrambled systems
               plays off their faces.

                                   COM. OFFICER
                         We're losing radar and sonar!

                                   FIRST MATE
                         Communications systems are out sir!

               The Captain is confounded, on the edge of panic. Canton
               hurries onto the bridge.

                         What the hell is going on?

                         Communication systems have failed!
                         Radar...sonar...radios...I don't
                         understand it.

                         Maybe it's the storm!

                         Nonsense! We're impervious to

                                   FIST MATE
                         We have a main frame meltdown!!

                         Well unmelt it!!

               Canton storms out. Every piece of electrical equipment on the
               bridge starts to shut down.

                                                       SMASH CUT TO:

        45     HULL - NIGHT                                            45

               Where the waves meet the hull, A BALLAST HOLE excretes water.
               Suddenly, near the ballast hole, a WAVE EXPLODES, thrashed
               from below. Accompanied by the scary foreboding MUSIC again.

                                                       CUT TO:

        46     VEGETABLE STORAGE - NIGHT                               46

               Trillian, making the best of a bad situation, is just putting
               the finishing touches on a wonderful salad culled from the
               stores. As she sits down, spreading a makeshift napkin on her
               lap just so, a violent SUCKING SOUND comes from above her.
               Trillian's eyes shoot upward. A VICIOUS GURGLING SOUND RACES
               through a large PIPE along the ceiling. Trillian leaps to her
               feet. Backs away. A little spooked.

                                                       CUT TO:

        47     STATEROOM BATHROOM - NIGHT                              47

               An elegant woman sits on the toilet, her gown hiked up
               inelegantly, reading "Vogue." As she turns the page the same
               strange sound, a violent sucking, comes from inside the
               walls, startling her. She looks around the room. Can't see
               anything. Shrugs it off. Goes back to her magazine. Turns
               another page.

               A LONG SCARY BEAT.

               And then suddenly -- She SHUDDERS VIOLENTLY and gives a sharp
               CRY. Her eyes filled panic. She tries to stand, but she's
               Scattering stuff off the counter. She tries to SCREAM, but it
               comes out more like a GURGLE. Below her, in the TOILET, there
               is a hideous SLURPING SOUND. She manages a final, desperate
               scream, a high-pitched WAIL. 

               Which nobody hears because...

                                                       CUT TO:

        48     POOL DECK - NIGHT                                       48

               ...the Band has kicked into another ROCK SONG. The drunken
               revelers whoop and holler, dancing with reckless abandon
               ignoring the THUNDER and LIGHTNING. And then...with a loud
               MUSIC STOPS as the entire Band falls into the pool.

                                                       CUT TO:

        49     VEGETABLE STORAGE - NIGHT                               49

               Trillian goes ass-over-teacups, rolling over just in time to
               see a wall of BOXES CRASHING straight down on her. SMASH!
               She's knocked out cold.

                                                       CUT TO:

        50     WATERSPORT PLATFORM - NIGHT                             50

               One of the SPEEDBOATS breaks free of its harness. TOPPLES
               over the side and drops down into the sea. SPLASH!

                                                       CUT TO:

        51     POOL DECK - NIGHT                                       51

               Everything goes quiet. Everybody freezes. Panic is a
               heartbeat away.

               A FLASH OF LIGHTNING lights up the top of the canopy. The
               passengers begin to mutter fearfully. From his perch, Canton
               fights down his own panic, and addresses the crowd in calm
               reassuring tones.

                         Ladies and gentlemen...your
                         attention please... Ladies and

               The disquieted crowd turns to Canton.

                                   CANTON (CONT'D)
                         This is the most technologically
                         advanced sailing vessel on the
                         water today. Every problem has been
                         anticipated...the Captain has
                         assured me that we will be up and
                         running in no enjoy
                         yourselves...there's nothing to
                         worry about...

               Suddenly, and quite violently, a WOMAN is SUCKED UNDER THE
               WATER -- THWUP! Others swimmers notice and freeze. The Woman
               doesn't come back up. And then, THREE more SWIMMERS are
               violently JERKED UNDER. All the people in and around the pool
               see this and panic. SCREAMING. YELLING. SWIMMING. SWIMMING
               and RUNNING. A CRACK OF THUNDER! The Captain calls out --

                         Remain calm! Stop! Do you hear?

               REMAIN CALM! The pool clears. Everybody backs the hell away
               from it. The WATER in the pool BUBBLES, and GURGLES, and then
               goes quiet. And then, from somewhere deep within the bowels
               of the ship, comes a loud, eerie, primordial YOWL. WE PUSH IN
               ON CANTON: His eyes slowly widen. Stunned. His calm replaced
               by pure terror.

                         Dear God.

                                                       CUT TO:

        52     SOUTH CHINA SEA - NIGHT                                 52

               Off in the distance is the cruiseliner. WE HOLD FOR A LONG,
               SILENT, EERIE BEAT. And then the SCREAMING begins...

                                                     SLOW DISSOLVE TO:

        53     SAIPAN - NIGHT                                          53

               Blasting through increasingly stormy seas.

                                                       CUT TO:

        54     PILOT HOUSE - NIGHT                                     54

               Finnegan notices Billy, Mulligan and Vivo setting two
               catapult like devices on the front of the deck.

                         Leila see what they're up to...

               Leila exits. Finnegan's eyes go up from the action on deck to
               the radar screen, where a blip, fast moving, right toward the
               jet foil catches his attention.

                                   FINNEGAN (CONT'D)
                         What the hell...

                                                       SMASH CUT TO:

        55     SAIPAN - NIGHT                                          55

               A FLASH OF LIGHTNING REVEALS -- The speedboat from the Fuji
               Maru hurtling at the hull! BAAROOOOM!!! The speedboat slams
               into the Saipan. Instant FIREBALL. 

               ANGLE ON: The mercs and Leila slammed to the deck.

                                                       SMASH CUT TO:

        56     HOLD - NIGHT                                            56

               A GASH is RIPPED out of the bow. METAL FLIES. WATER SPRAYS.
               The new HOLE VOMITS FLAME. Spewing it over the crates.
               Hanover and the rest of his men are blown against the walls.

                                                       CUT TO:

        57     ENGINE ROOM - NIGHT                                     57

               Pantucci DIVES as flying SHRAPNEL PEPPERS the two engines.
               Instantly kills one engine. Maims the other. A FIRE starts.

                                                       CUT TO:

        58     PILOT HOUSE - NIGHT                                     58

               RED WARNING LIGHTS flash and blink. Lighting up the console.
               The left steering stick dies in Finnegan's hand.

                         Joey!! Talk to me!

                                                       CUT TO:

        59     ENGINE ROOM - NIGHT                                     59

               Mayhem... Fire spews out of the engines. Pantucci sprays a
               fire extinguisher frantically. Where the shrapnel entered the
               hull water now spurts with every wave. Smoke and water, oil
               and fire.

                         Jezebel's dead...Hercules is right
                         behind her! We got a gusher in the

                                                       CUT TO:

        60     PILOT HOUSE - NIGHT                                     60

               As the Saipan comes to a halt, Finnegan loses play in his
               remaining stick.


               Finnegan locks the sticks down, and runs out.

                                                       CUT TO:

        61     HOLD - NIGHT                                            61

               TRACK WITH Finnegan running through the smoke filled hold,
               past Hanover and the merc's who are pulling themselves off
               the floor, right into the...

               ENGINE ROOM. Where Pantucci is beside himself in smoke and
               sputtering flame.

                         What did you do to my kids!!


                         No! The man in the moon!! Who's
                         driving this thing?

               Finnegan notices something on the floor. He picks up a shard
               of the speedboat propeller. Strange. Hanover steps into the

                         What happened?

               Finnegan looks at the piece of speedboat in his hand.

                         We ran into a speedboat...

               He shows the piece of speed boat to Hanover. Who stares at
               it. Finnegan sees the hint of recognition in his eyes.

                                   FINNEGAN (CONT'D)
                         Speedboat in the middle of the

                         How soon can we get up and running?

                         We can't...we got one engine dead,
                         and the other limping badly.

                         I have a schedule...

                         I spent two years building these
                         things...screw your schedule!

               Mason grabs Pantucci by the throat, lifting him off the

                         You little weasel!

               Finnegan slams the piece of speed boat into the back of
               Mason's knees buckling him to the floor. In the blink of an
               eye there is the barrel of a .45 pressed hard against his
               head, Hanover at the trigger end.

                         We were talking about my

                         You're going to have to get a new

                         Not an option.

                         Then you better start swimming.

               Hanover cracks Finnegan across the face with the barrel of
               the gun. Finnegan's head spins. He touches the corner of his
               mouth, and comes away with blood, and a look of murder in his
               eyes. Hanover slams a round in the chamber.

                         One more joke and your comedy
                         career is over. Now fix this.

                         With what? Look at them...they need
                         gears...cylinder heads...oil
                         pans... we're in the middle of the
                         goddamn ocean...

                         I think he knows that Joey.

                         Good! So maybe he also know where
                         the hell am I going to get the
                         parts I need...

               Mulligan comes running in.

                         Target in sight!!

                                                       CUT TO:

        62     SAIPAN - NIGHT                                          62

               Everybody stands on deck as Hanover scans the darkness
               through a pair of infrared binoculars.

                         Contact verified! You know the
                         drill gentlemen!

               The merc's scatter below deck. Hanover hands the binoculars
               to Finnegan.

                                   HANOVER (CONT'D)
                         Care to see what dreams are made of

               Finnegan's POV through the binoculars. The Fuji Maru in the
               distance, lit up, beautiful.

                                                       CUT TO:

        63     DECK - NIGHT                                            63

               BAM! BAM! Two grappling hooks fly from the barrels of the two
               catapults bolted to the deck, landing on the deck of the Fuji
               Maru, which looms above the Saipan. Vivo pulls on the lines
               until they go taut. Finnegan, Pantucci, and Leila stand by
               watching as the mercs in full assault gear, communication
               headsets in place, get ready for action.

                         Lines set.

               Mason swivels the big HARPOON GUN on the bow.

                         Tow lines!


               He FIRES the HARPOON. It shoots and SLAMS into the rear deck
               of the Fuji Maru.

                         Tow line secure.

                         Secure the zone of operation!!

               Swift, athletic, the mercs leap onto the lines and scramble
               hand over hand toward the Fuji Maru's deck.

                                   HANOVER (CONT'D)
                         When I was a little bit of a
                         pissant we lived down the road from
                         where all the big cruise ships used
                         to come into Sydney harbor...

               The first mercs reach the Fuji Maru's deck, and toss life
               lines down to Hanover.

                                   HANOVER (CONT'D)
                         Mum and me we used to sit by our
                         front door and watch them...she
                         used to say "one day you're going
                         to make your fortune in life on one
                         of them..."

               Hanover hands one line to Finnegan, one to Pantucci. The
               third he attaches around his waist.

                         Great woman your mother. Real

                         And she could do a hell of a barbie
                         to boot! Belt up. You'll find all
                         the parts you need up there.

               Finnegan and Pantucci comply.

                         I assume somebody up there has made
                         sure no distress signal can be

                         I'd say that's a pretty good

                         You know the crew could be armed.

                         With what? Martinis and tanning

               Hanover hand signals to his men above. The lines go taut.
               Finnegan, Pantucci, and Hanover are hoisted to the deck of
               the Fuji Maru.

                                                       CUT TO:

        64     FUJI MARU DECK - NIGHT                                  64

               Deathly silent. Not a soul is about. The mercs are deployed
               in a close military defense pattern.

                         Synchronize watches...

               Everyone hits a button on their watches.

                                   HANOVER (CONT'D)
                         25 the numbers. Engine
                         room and machine shop are on the
                         third sub deck...Vivo...Mulligan go
                         with them...keep in touch...move

                                                       CUT TO:

        65     SAIPAN ENGINE ROOM - NIGHT                              65

               A thick black hose weaves it's way across the flooded floor,
               sucking water. Leila up to her knees in water, wearing a
               blast visor, stripped down to her skivvies, wields a welder
               against the gaping hole in the hull. As the boat dips in the
               waves water sloshes in. Billy sits on the stairs trying to
               stay dry. He goes to light a cigarette.

                         Kwan bat! Kwam bat! Booom!!

               She points the acetalyne tank she works with.


               Billy heads for the deck. Leila looks after him in disgust.


               She ignites her torch, is about to flick her visor down again
               when a loud gurgling, a sucking sound, stops her. She cuts
               the torch. Looks around nervously...and then she spots the
               suction hose sucking away. 

               She smiles to herself. Flips the visor, fires the torch, and
               goes back to work.

                                                       CUT TO:

        66     FUJI MARU DECK PASSAGEWAY - NIGHT                       66

               An alert Mulligan leads Finnegan and Pantucci around a
               corner. Vivo brings up the rear.

                         You'd think they'd set a deck

               FLASH TO: The deck full of people partying, carousing. The
               railing is lined with 15 lifeboats suspended in their

               FLASH BACK TO: Mulligan, Finnegan, Pantucci and Vivo staring
               at a completely deserted deck. The lifeboat harnesses swing
               in the breeze, eerily empty. Mulligan looks back to Vivo.

                         I thought the plan was we'd
                         evacuate them after we got through.

                         Maybe plans changed...

                         Plans don't change...

                         Maybe it's the wrong ship.

                         Shut up!

               And then a strange yowl echoes from somewhere deep in the
               bowels of the ship. Finnegan and Pantucci trade a look.

                         Let's just keep going.

                         You ain't giving the orders here!

               And again the yowl. Everyone freezes.

                                   MULLIGAN (CONT'D)
                         Let's keep going!

                                                       CUT TO:

        67     CRYSTAL POOL DECK - NIGHT                               67

               Hanover, Mason, and Chin set foot on the deserted pool deck.

               FLASH TO: The pool deck is jammed with people partying. The
               band playing. Two kids toss a beach ball back and forth. The
               ball flies over one boy's head... 

               FLASH BACK TO: The ball falls into the empty pool...Where the
               band's instruments litter the bottom along a big jagged

                         What the...

               Uneasy, Hanover and his men look around at the over turned
               chairs. The smashed aquarium. Chin bends down and picks up a
               small squid from the bottom of the smashed aquarium. The
               squid wraps its tentacles around Chin's hand almost
               immediately. Chin regards it with curiosity.

                         Focus on the task Mr. Chin...

               ...and then the yowl freezes them. C.U. on Hanover's face.
               His eyes flicker with uncertainty...and a tinge of fear.

                                                       CUT TO:

        68     GRAND ATRIUM LOBBY - NIGHT                              68

               DING! FLASH TO: A glass elevator descending through the
               spectacular atrium, full of elegant well-dressed people
               laughing, chatting. 

               DING! FLASH BACK TO: Mulligan, Vivo, Pantucci, and Finnegan,
               standing amidst the shattered glass and broken furniture,
               whirling to the elevator door opening. Mulligan, nerves
               ajangle, and Vivo, swing their pulse rifles up hard as the
               door opens to reveal...and empty elevator! DING! The door
               closes. The car starts to ascend in the eerie silence. The
               mercs watch it go with growing uneasiness.

                                                       CUT TO:

        69     FUJI MARU BRIDGE - DAWN                                 69

               The door to the bridge is KICKED OPEN. Mason and Chin leap
               inside. Guns out front. On edge. The overhead lights flicker
               on and off. The imager screens are all black. The STEERING
               WHEEL slowly ROCKS. As if an invisible captain is steering a
               ghost ship. Hanover ENTERS. Eyes shifting. Suspicious, and a
               bit nervous.

                         What the hell is going on?

                                                       CUT TO:

        70     THE FRISCO BAR AND CASINO - DAWN                        70

               Mulligan leads Finnegan, Pantucci, Vivo into the casino. The
               place looks like a mess. Tables and chairs are upended.
               Glasses and bottles are shattered everywhere. And there's
               BLOOD on the floor. 


                                   ELECTRONIC VOICE
                         Next stop, Chinatown!

               Everyone jumps, freaked. Mulligan and Vivo spin around and
               OPEN FIRE. Start BLOWING the shit out of the TROLLEY CAR. The
               GUNS sound like nothing we've ever heard. ROLLING THUNDER.
               Absolutely deafening.

                                                       CUT TO:

        71     FUJI MARU - DAY                                         71

               The GUNFIRE ECHOES through the hull. Suddenly, with a loud
               SPLASH, a sixteen-foot-long LIFEBOAT pops to the surface.
               Then another LIFE BOAT POPS UP. Then ANOTHER. Then THREE MORE
               off to the port side. Then TWO MORE off to the starboard.
               It's as if the SOUND of the GUNFIRE is somehow releasing the
               boats from their watery graves. They start to drift away.
               Spooky quiet.

                                                       CUT TO:

        72     FRISCO BAR AND CASINO - NIGHT                           72

               BULLETS RAKE the Trolley's metal sides. The WINDSHIELD
               EXPLODES. Finnegan yells at Mulligan and Vivo --

                         Guys!! Whoa! WHOA! WHOA! WHOOOAAA!!

               Finnegan finally tilts the muzzle of Mulligan's gun to the
               ceiling. They stop firing. A little wigged-out. Their
               professional demeanor going by the boards. All goes quiet.
               They look at Finnegan, who is the picture of calm.

                                   FINNEGAN (CONT'D)
                         Guys...get a grip.

               The Trolley car reverses. The ELECTRONIC VOICE is now CRACKED

                                   ELECTRONIC VOICE
                         Next stop, Fisherman's Wharf.

               Mulligan whirls, his gun poised. Just then his headset

                                   HANOVER (V.O.)
                             (radio filtered)
                         This is Red One...status report.

               Finnegan leans in towards Mulligan's mike.

                             (into radio)
                         Your boys just killed a trolley car
                         Red One.

               Mulligan pulls the radio away.

                             (into radio)
                         We been down three decks, there's
                         nobody home... Total spooky-town.
                         Advise on how to proceed.

                                                       CUT TO:

        73     CONNING TOWER - NIGHT                                   73

               Hanover looks around at the empty bridge, the blinking

                         Stay to the schedule. Stay to the
                         plan. Nothing has changed.

               But the look in Hanover's slightly unnerved eyes tells a
               different story.

                                                       CUT TO:

        74     FUGI MARU STORAGE ROOM - DAY                            74

               Trillian goggily crawls out from under a mound of boxes. Her
               left eye's got a nice purple shiner. Her elegant gown is

               A VERY STRANGE SOUND coming from behind the wall. Wet. Gooey.
               Slithery. Ominous. 

               Trillian freezes.


               The SOUND slowly MOVES across the wall. Then another WALL
               starts to GURGLE. Trillian spins around. She forces herself
               not to panic. Very cautiously, taking small measured steps
               she reaches the handle to the freezer, and tries to open it.
               No go. 

               The gurgling ripples above her. Her mouth goes dry as her
               eyes follow the sound across the ceiling. Her hand goes to
               her hair. She pulls her lock pick out, and very slowly kneels
               down until she is eye level with the door lock. She begins to
               pick her way out, her ears and eyes following the gurgling
               above. Suddenly the sound stops. The silence makes Trillian's
               heart sound that much louder. She sidles close to the wall.

                                   TRILLIAN (CONT'D)

               Still silence. Cautious, she taps on the wall. For a moment
               nothing. And then... 


               Something slams against the wall from the other side in
               response. Trillian falls back against the door, her heart in
               her throat.

                                                       CUT TO:

        75     ENGINE CHAMBERS - DAY                                   75

               A MAZE of pipes, hoses, gears, engines and catwalks. THINGS
               are HISSING, HUMMING, RUMBLING and CLANKING. A spooky place.
               Dark. Damp. Eerie. Ominous. Mulligan and Vivo, looking more
               nervous by the moment, lead the way. Finnegan and Pantucci

                             (rattling, nervous)
                         You know what I'm gonna do after
                         this...I'm gonna get a normal


                         ...Like a house in the suburbs...
                         maybe a couple of kids...some sort
                         of in the bowling
                         league...go to the ball games...

               Finnegan turns to Pantucci, his voice even, calm, almost

               's okay...

                         What? You don't think I can have a
                         normal life?

                         Joey...look at me...

               He forces Pantucci to look him in the eyes.

                                   FINNEGAN (CONT'D)
                         We're gonna get what we gotta
                         get... do what we gotta do...and
                         get the hell outta here...okay?

               Pantucci draws his strength from Finnegan. He forces himself
               to take a deep breath.


               Suddenly, overhead, something black and veiny skitters across
               the mass of pipes, so fast it shocks Pantucci back into the

                         What the...???

               He and Vivo spin their guns at the pipes. The red dots of
               their laser sights sweep the shadowy web of metal. Nothing.

                                   MULLIGAN (CONT'D)
                         Come on...the sooner we get outta
                         here the better I'll feel. Mulligan
                         and Vivo move forward.


               Finnegan turns to Pantucci, who has not moved from where he
               hit the wall.

                         It's okay...come on...

                         I'm stuck...

               Pantucci tries to pull away from the wall. He is stuck.

                         Hey! What are you trying to pull!


               Finnegan takes Pantucci by the front of his shirt, ignoring

                         Relax your arms...slowly...that's

               As Finnegan pulls, Pantucci does as he is told. He slips away
               from the wall. The jacket doesn't.

                         What the...

               He reaches out to touch the wall. Finnegan grabs his wrist,
               grabs a flashlight from Vivo's utility belt and shines it on
               the wall. Their POV -- the entire wall is covered in a
               strange, yellow, secreted GELATIN. Laid on in some sort of
               weird, inhuman, geometric pattern. Like a spider web.

                                                       CUT TO:

        76     THE SAIPAN'S HOLD - DAY                                 76

               Leila has welded half the hole shut. A GUSH OF WATER suddenly
               pours through the other half. Leila cuts the torch.


               The KA-CHUNK-KA-CHUNK of the PUMP is like a loud scary
               HEARTBEAT. Leila removes her blast visor. Wipes her brow. 

               -- A MANGLED CORPSE GUSHES IN through the gaping hole! 

               LEILA SCREAMS. Bloody murder. Scared shitless. Quickly backs
               away. Actually, it's only half a corpse. The bottom half
               having been eaten away. It's wearing a tuxedo. The corpse's
               face is tightly constricted, eyes wide open, a grotesque
               death mask. Leila shakes like a leaf, waist-deep in seawater.

                                                       CUT TO:

        77     SAIPAN DECK - NIGHT                                     77

               Billy is staring out at all the lifeboats as they drift away.
               All he can hear is the loud KA-CHUNK-KA-CHUNK of the PUMP. He
               talks into his headset --

                             (into radio)
                         I dunno where they came from,
                         turned around and there they were.
                         No, no passengers.
                         No shit I'll keep my eyes open.

                                                       CUT TO:

        78     ENGINE ROOM - NIGHT                                     78

               Leila trembles in the waist-high water. The PUMP'S HEARTBEAT
               seems to have gotten louder. 


               Leila slowly starts edging her way around the corpse. 


               Her eyes are transfixed, staring at the abomination, too
               scared to scream. 


               Her back is to the gaping hole as she slowly starts to pass
               in front of it. 


               The water swirls around her waist. 


               She's almost past the gaping hole now. 


               Then something grabs her! She SCREAMS! And falls back towards
               the gaping hole -- But it's only a twisted piece of metal off
               a strut. She exhales. Relieved. 


               Suddenly, LEILA'S whole body SPASMS. She SCREECHES wildly, in
               great pain. The she's RIPPED backward out through the gaping
               hole. Gone. WATER SLOSHES back in. 


                                                       CUT TO:

        79     FUJI MARU MACHINE SHOP - NIGHT                          79

               Knee deep in water, an edgy Mulligan watches Finnegan as he
               disassembles pieces of a thermal carburetor from an auxiliary
               generator. His eyes keep shifting around.
               Over in the far corner Vivo is watching Pantucci working over
               a metal lathe, repairing the cylinder head. Metal-on-metal.
               Vivo sits up on a barrel, trying to keep his feet out of the

                         The hulls of these things are
                         supposed to be impregnable...


                         So...If the hull's impregnable why
                         are my feet wet?

                         Why don't you just stop figuring
                         and keep working so we can get the
                         hell out of here?

                         Why don't you help us so we can get
                         done faster so we can get the hell
                         out of here?

                         'Cause grease monkey ain't in my
                         job description dick head...

               Vivo pulls his feet further up on the barrel.

                         What I want to know is why the
                         goddamn ocean is always
                         cold...since I'm a kid I hate god
                         damn cold water.

               Then out of the corner of his eye, Vivo sees SOMETHING MOVE.
               He spins around. Nothing but pipes and hoses.

                         What was that?


                         Someone's back there.

                         Hey! Come out here!

               Finnegan and Pantucci stop working. All eyes are focused on
               the maze of pipes. THINGS are HISSING, HUMMING and RUMBLING.
               Nothing moves.

                         Check it out!

                         Hey! You hear me? Come out! Still
                         no response.

                         Will you check it the hell out!!

               Disgusted, Vivo puts his feet in the water, gingerly.

                         Man this shit is cold!

               He walks toward the mass of hissing pipes. His pulse rifle

                                   VIVO (CONT'D)
                         I'm gonna kick your ass for putting
                         me through this...

               Then he hears a strange SLURPING and SUCKING SOUND coming
               from behind some gears at the end of a little alleyway.

                                   VIVO (CONT'D)
                         I'm not screwing around with you
                         man...I hate the cold water.

                         What is it man?

                         I'm looking...

               Vivo slowly goes in for a closer look, gun out front, heading
               down the little alleyway. He looks behind some pipes. The
               SLURPING gets LOUDER. Then he sees it. His eyes widen --

                                   VIVO (CONT'D)
                         On shit!

               And that's the last thing he ever says. Because just then,
               from a dark area between the pipes, SOMETHING SHOOTS OUT!

               Mulligan, Finnegan, and Pantucci stare in horrified amazement
               as Vivo is viciously YANKED into the pipes.
               A moment later a WASH OF BLOOD is FLUNG across a wall.
               Mulligan freaks out, aims his rifle at the pipes.

                         Vivo!! Vivo!!

               As Mulligan's attention diverts, Finnegan instinctively heads
               for Vivo's rifle, lying on the floor. Mulligan swings around.
               KACHUNK!! His rifle is armed. The laser dot fixes on
               Finnegan's forehead.

                                   MULLIGAN (CONT'D)
                         Touch it and you're dead, asshole!

               Finnegan freezes, looking up at a very freaked out Mulligan.

                         Don't shoot, man, don't shoot!

                         What happened to Vivo?! What the
                         hell happened to Vivo?

               Everybody's breathing hard. Freaked out. Major tension. Blood
               drips down the wall.

                                                       CUT TO:

        80     VAULT ROOM - NIGHT                                      80

               Trillian steps up to the vault, looking around, a bit
               nervous, something is definitely not right here.


               She shrugs, must be her imagination. From inside her low cut
               dress she pulls the Captain's gold security card. She is
               about to run it through the reader slot when...


               Ahem... She spins to...Hanover, Mason, Mamooli and Chin.
               Looking grim.

                         I'm sorry... This area is for
                         authorized personnel only. As the
                         assistant to the Purser, I'm afraid
                         I'll have to ask you to vacate...

               Mason and Chin lift their pulse-rifles. KACHUNK!!

                                   TRILLIAN (CONT'D)
                         Or maybe not.

                         Where is everybody? 

               Trillian is confused --

                         What do you mean?

               Hanover steps forward, right in her face.

                         I mean...where is everybody?


               Hanover grabs Trillian by the throat and slams her against
               the wall. He rams his gun against her forehead.

                         You tell it straight or I pull the
                         trigger. Who are you?

                         A passenger...

               Hanover blinks.

                         Where are the other passengers?

               Trillian shrugs. Mason grabs the card out of her hand.

                         Forget her...let's get what we came
                         for and get the hell out of here!

               Mason runs the card through the slot. The ELECTRONICS KICK
               IN. LIGHTS FLASH. TUMBLERS ROLL. CLICK! It unlocks. Hanover's
               HEADSET comes alive with Mulligan SCREAMING.

                         Mulligan?? What?? I can't hear
                         you?? Repeat I...

               -- Mason JERKS the vault door open. A FIRE-AXE SWING DOWN
               into his head, WHUMP! Kills him instantly. Eyes wide open.
               Everybody freaks out. Jumps back. Hanover lets go of
               Trillian, and stares into the vault directly at Nigel Canton.
               Holding the axe.

                         Oh my God. I didn't mean to...

               Behind Canton the Captain is on the floor, in severe pain,
               his clothes are ripped up, REVEALING nasty looking RED SCARS,
               blistered and puffy, all over his chest and arms.

                                   CANTON (CONT'D)
                         I thought it was one of them!

               Chin jams his rifle to the middle of Canton's forehead, and
               cocks a round into the chamber.

                         Stand down soldier!

               But this is one soldier who is slow to obey the order.
               Hanover grabs Chin by both shoulders and gives a colossal

                                   HANOVER (CONT'D)
                         I said...

               He slams Chin against the wall. In the process he loses his

                                   HANOVER (CONT'D)
                         Stand down!!

               Chin and Hanover stare at each other, their chests heaving.
               Mason finally drops to the ground. All she wrote.

                         I didn't mean to! I though it was
                         one of them!

                         One of who?!

                                                       CUT TO:

        81     MACHINE SHOP - NIGHT                                    81

               The machinery is sputtering, and sparking, shorting, steaming
               as the sea rises. Mulligan, in a panic, has backed Finnegan
               and Pantucci into a corner. He screams over his headset.

                         Hanover!...Hanover! Come in! Come
                         in you son-of-a-bitch!

               No response. A sucking sound comes from the dark mass of
               pipes. Mulligan spins.

                                   MULLIGAN (CONT'D)
                         Hanover!! Hanover!!

                         Forget them...

               Mulligan spins back to Finnegan and Pantucci.

                         Shut up! You hear me!!

                         ...we gotta get outta here -- NOW.

                         Shut up, man, just shut the hell
                         up! I gotta think! I gotta think!!

                         What's there to think about?? That
                         THING back there...

                         There ain't no thing here!! No
                         thing!! There's you him and me!!
                         Got it! You him and...

               Suddenly, Mulligan's LEGS are suddenly JERKED OUT from under
               him. He hits the floor hard. Starts FIRING WILDLY. 

               Finnegan and Pantucci hit the watery deck. 

               BULLETS RICOCHET everywhere. Mulligan is WHIPPED across the
               floor. SCREAMING in fear. His pulse-rifle goes flying. He's
               SLAMMED into a metal pylon, then SUCKED into a dark void in
               the pipes. All in the blink of an eye. 

               Finnegan grabs Mulligan's pulse-rifle. OPENS FIRE. BLASTING
               the shit out of anything and everything that moves.

                         Grab the parts!!

               Pantucci grabs the knapsack, cramming as many parts as he can
               into it as Finnegan keeps firing into the steaming, creaking,
               sparking machinery.

                                   FINNEGAN (CONT'D)
                         I'll cover! Move! Move!

               Pantucci doesn't have to be told twice. He runs like hell,
               with Finnegan firing a final burst, and following.

                                                       CUT TO:

        82     VAULT - NIGHT                                           82

               Everyone hears the MASSIVE GUNFIRE. Hanover looks around for
               the source of the sound. He finds it in his discarded

                         This is Red one! Come in Red two!

               The gunfire stops, replaced by an ominous, horrifying,
               sucking sound.

                         It's them! We've got to get off!

               He runs out of the vault. The Captain follows close behind.
               Hanover listens to the sucking sound getting louder and

                         Let's find them!

                         What about the vault?

                         It's not going anywhere...

               Hanover rushes out with Chin right behind. 

               Only Trillian remains, breathing deeply, scared...but not
               scared enough to forget the reason she came cruising in the
               first place. She goes right to the vault, opens one of the
               boxes, removes the giant diamond, drops it down her
               decolletage, pulls her high heels off, and runs out.

                                                       CUT TO:

        83     ENGINE ROOM - NIGHT                                     83

               Finnegan and Pantucci run to the end of a long section of
               metal grating, right below a staircase, to catch their
               breath. Everything has gone dead quiet, except for the
               billowing and clanging of the engines. Smoke and sparks
               obscure their vision.

                         Finnegan, what the hell was that?

                         I don't got what we

                         If I don't, I ain't going back to
                         get think we're safe?

               Both of them listen to the silence. And then, at the far end
               of the grating, one grate rises...and falls. Finnegan and
               Pantucci watch, transfixed. Then, like a locomotive gathering
               speed, the grates start rising and falling, faster and
               faster, clanking louder and louder, headed right for the two
               of them.


                         Come on!!

               Finnegan and Pantucci run up the stairs as fast as they
               can...just as the grate they were standing on rises and
               falls. Silence returns. Except for the steaming, creaking
               machinery...and an ominous sucking sound.

                                                       CUT TO:

        84     PASSAGEWAY - NIGHT                                      84

               Trillian comes running down the passageway to a freight
               elevator. Looking over her shoulder, she hits the button. The
               elevator doors open to a freight elevator large enough to
               hold a dozen people. Trillian rushes in and hits the up
               button. She breathes a sigh of relief as the steel doors
               close...until the elevator starts going down.

                         Up!! I want to go up!

               She panics. And starts pushing the up button frantically, her
               heart pounding in her chest.
               There is not a sound except for the hum of the elevator
               descending...until something drops on the roof with a THUMP!
               Trillian screams. The elevator comes to a bumps stop.

                                   TRILLIAN (CONT'D)

               Trillian shrinks from the ceiling of the elevator...and then
               the car starts to move again.

                                   TRILLIAN (CONT'D)
                         Go up...please go up!

               Trillian pounds on ever button on the console, to no avail.
               The car continues its inexorable descent. Finally, in
               desperation, she hits the emergency stop button. The elevator
               stops. The emergency SIREN WHINES. A LONG BEAT. Nothing
               moves...and then...

               WHAM! Something beats on the roof, trying to break in. And
               again -- WHAM! The ELEVATOR SHUDDERS and continues its
               descent. Trillian backs up against the wall, staring at the
               ceiling, scared. The ELEVATOR DINGS! 

               Startled, TRILLIAN SCREAMS. The DOORS start to OPEN.
               Panicked, Trillian raises the only weapon at her disposal...a
               high heel. The DOORS OPEN. -- SOMETHING LUNGES IN! Trillian
               swings her high heel...right into Pantucci's face! 

               Finnegan plows in right behind him.

                         OWWW!! OOWWW!!!

               Trillian tries to run out. Finnegan grabs her.

                         I'm not staying here!

                         It ain't any better out there!

               Trillian struggles. Finnegan does not let go of her.

                                   FINNEGAN (CONT'D)
                         Lady, I'm telling you...

               Trillian buries her high heel into the back of Finnegan's
               hand, breaking his grip.

                                   FINNEGAN (CONT'D)

               Just then, the doors to the elevator shut, and the car starts
               to ascend.

                         Now look what you did!

                         I saved your life is what I did!

                         Who asked you to!

                         What the hell's going on here?

                         You're with that other bunch,

                         What other bunch?

                         The thieves.

                         I'm not a thief.

                         Then who are you?

                         I'm their ride. 

               Trillian hears music to her ears.

                         You have a boat?

               Her demeanor changes, her voice goes to honey.


               Trillian and Finnegan turn to Pantucci who is looking down at
               the floor where a mass of yellow slime has dripped from the
               ceiling. All look up to the yellow goo dripping from the
               ceiling...followed by a sucking sound.

                         It's up there!!

               Finnegan lifts his pulse rifle and blasts the ceiling. The
               sucking sound stops.

                         Not anymore.

               The elevator stops. DING! The door opens. Finnegan whirls his
               rifle, rising. Trillian lifts her high heel, ready to

               Hanover, Chin, and Mamooli have their massive guns trained on
               the car. The Captain and Canton quiver behind them. There is
               a momentary stand off.

                         Where are my men?



               Chin charges Finnegan, the butt of his rifle raised to smash
               Finnegan's skull. Finnegan parries and drives Chin into the
               rear wall of the elevator. Mamooli jumps Finnegan from
               behind, wrapping his rifle against Finnegan's throat.
               Pantucci jumps on Mamooli's massive back, ripping at his
               face. Finnegan drops, buries his elbow in Mamooli's solar
               plexus, spins, and has his knife out of his boot and at
               Mamooli's throat in a flash. 

               ANGLE ON: Trillian. Impressed. She had no idea.

                         Drop it!

               Finnegan looks up into the barrel of Hanover's gun...and a
               pair of eyes that will use it. Finnegan does as he is told.

                                   HANOVER (CONT'D)
                         Now, back up!

               Again, Finnegan does as he is told.

                                   HANOVER (CONT'D)
                         Everybody in!

               The Captain and Canton are only to happy to comply. As they
               slip in, Trillian tries to slip out. Hanover swings his gun
               on her.

                                   HANOVER (CONT'D)
                         Where are you going?


                         Hanover, listen...

                         Shut up!

               Hanover hit the elevator button. The elevator starts to rise.

                                   HANOVER (CONT'D)
                         Now, where's Mulligan? Where's

                         I told you...

                         Man, there's something here! On the

                         You see? You see?

                         Shut up! Shut up all of you! Now
                         here's what we're doing... Mamooli
                         is going to take you back to fix
                         your engines, Chin and I are
                         staying here to finish the job...

                         Did you clear this?

                         With who?

               All of a sudden, the car is jerked to a halt, as if some
               giant hand was yanking on the cable.

                         With that...

               And then, the elevator jerks down again. And up. Everyone is
               thrown about like straw. Everyone is shouting, panicked.
               And then the jerking stops...and the sound of sucking
               surrounds the car. The cable starts twisting, creaking
               sickeningly above their heads.

                         It's gonna snap the cable!

               Trillian starts hitting the buttons frantically.

                         Open! Open! God damn it!!

               Finnegan is at the doors, pulling them with all his might.

                         Help me!!

               Pantucci, then Mamooli, then Hanover and Chin pull at the
               doors as Trillian keeps hitting the buttons. The doors part a

                                   FINNEGAN (CONT'D)
                         They're coming! They're coming!

               The doors fly open to...a solid wall.

                                   FINNEGAN (CONT'D)
                         Oh shit...

               And silence...until the doors slam shut...the cable
               snaps...and the car plummets! Screaming and shouting mixes
               with the bloodcurdling shrieking of the metal elevator frame
               against the shaft. Finnegan's eyes go to the floor indicator.

        13     12 -- 11 -- 10 -- 9 -- 8 -- 7 -- 6 -- 5 -- 4!           13

               An AUTOMATED VOICE rapidly CALLS OUT right along with it --

                         4th floor. 3rd floor. 2nd floor.
                         1st floor...

               Down, down, down it goes. Faster and faster. But the elevator
               doesn't stop at the first floor. It keeps dropping. The FLOOR

                         It's taking us to the bottom of the

                         HANG ON!

               Which is actually good, because it's getting jammed sideways
               in the shaft which slows it down. The it HITS bottom with a
               resounding crash.

                                                       CUT TO:

        85     SUBLEVEL LOBBY - DAY                                    85

               The DOORS BLOW OUT into the darkened hallway. For a long
               moment nothing moves, then Finnegan tumbles out of the
               elevator. Rising painfully. One after another the others exit
               into the dark lobby.

                         Where are we?

                         The sublevel lobby.

               Finnegan bends down to pick up one of the pulse rifles.

                         Don't touch it!

               Finnegan looks up to Hanover standing a bit shakily, his own
               rifle trained on Finnegan.

                         You shoot me and you got no ride

               And with that, Finnegan picks up the gun. A test of wills.
               Finnegan wins, and then turns to the Captain.

                                   FINNEGAN (CONT'D)
                         You the Captain?


                         How do we get out of here?

                         We have to make it to the third

               Pantucci steps on something. CRUNCH! He looks down, his eyes

                         Oh no!! Oh no!! Finnegan!!!

               He starts dancing around, trying not to step on whatever it
               is. Trillian looks down and SCREAMS. 

               Everybody freaks -- 

               Finnegan grabs a flashlight from Chin's utility belt, and
               sweeps the beam over the lobby. The entire floor of the lobby
               is littered with shattered HUMAN SKELETONS. Picked clean and
               spit out. Just like the earlier whale bones. 

               Then suddenly, at the far end of the hallway, one of the
               metal WALLS suddenly EXPANDS and FLEXES. Everybody feezes.
               And then the FLEXING suddenly comes RACING down either side
               of the hallway, accompanied by the most god-awful PRIMORDIAL

                         This way!

               FINNEGAN BOLTS. Everybody else right behind him. The FLEXING
               and SCREECHING VANISHES into the walls.

                                                       CUT TO:

        86     FUJI MARY & SAIPAN - DAY                                86

               RAIN POURS DOWN on the Fuji Maru and the Saipan as they bob
               in the waves, surrounded by endless choppy ocean waters.

                                                       CUT TO:

        87     SAIPAN ENGINE ROOM - DAY                                87

               Billy comes down the steps, gun out front, looking around.

                         Hey you! Muscles! Out here!

               There is no reply. The only sound is the sucking of the pump.

                                   BILLY (CONT'D)
                         O.K. You want it that way... 

               He ENTERS the waist-high water.

                                   BILLY (CONT'D)
                         ...when I find you, you pay...

               Billy heads deeper into the hold.

                                                       CUT TO:

        88     MACHINE SHOP - MOMENTS LATER                            88

               Damp, dark and disgusting. A MAZE of pipes and gears lines
               the walls. Finnegan SLAMS the HATCH shut. Dogs it tight.
               Everyone's gathering themselves around the room: Trillian,
               Pantucci, Hanover, Mamooli, Chin, the Captain and Canton.

                         We've gotta call for help.

                         Yeah man, no shit, call in the

                         We can't...all the communication
                         systems went down.

                         So get them back up.

                         I don't know how.

                         Hey I can fix any damn thing...
                         where's the comm. center?

                         We should get off as soon as

                         But if we can at least send a

                         I say we evacuate as soon as...

                             (to Canton)
                         Who are you?

                         He's the owner...

                         Why don't you want a message sent?

                         I just think that...

                         Because you know a message can't be

               There is a moment of silence.

                                   FINNEGAN (CONT'D)
                         You're the inside guy aren't you?
                         The guy who knocked out the

               Hanover sets Mason's pulse-rifle down and claps his hands.


               Canton flashes Hanover a look. The Captain is confused.
               Trillian suddenly GRABS CANTON, spins him around and SLAMS
               him against the hull.

                         How the hell do we fix it?!

               A tense moment as Canton debates his situation, then relents.

                         You can't... All the systems were
                         melted at their core by nitric

                         This was your life's work...your

                         My dreams cost more than they would
                         make...I miscalculated the
                         market... there was no way I could

                         Unless you collected on the

                         What are you people talking about?

                         He's with them. 

               He motions to the mercenaries.

                                   FINNEGAN (CONT'D)
                         They rob the joint blind and
                         torpedo it to the bottom. He
                         collects the insurance, and sails
                         off into the sunset clean as a

               Finnegan fixes Hanover with a look of certainty.

                                   FINNEGAN (CONT'D)

               The Captain blows. He leaps on Canton. His hands find the
               older man's throat.

                         All these people dead!! Because you
                         screwed up on the math?? 

               Finnegan pulls the Captain off.

                         It's not going to help us!

                         We're going to die here! We're
                         going to die!

               Finnegan holds the Captain with both hands, calming him.

                         I was born in a City housing
                         project in the Bronx OK? It's not
                         in the cards that I die on a luxury
                         cruise which way up?

                         You hear that?

               Unseen by anyone, there is MOVEMENT within the MACHINERY. The
               walls start to come alive with dark, SHADOWY IMPRESSIONS.
               HIDDEN within the maze of machinery, OBSCURED by the bad
               lighting, glistening abominations slither over pipes, squirm
               through gears, and undulate in and out of crevices and holes.
               The room is becoming a living, throbbing, pulsating horror.

                         They are...they are everywhere.

                         All right, be cool, everybody, nice
                         and slow, no sudden moves.

               Everybody slowly and quietly moves for the far hatch. Then a
               loud GURGLING is HEARD. Everybody looks up at the ceiling. 

               Hidden within the girders, and sticking to them, a large
               translucent INTESTINE-like thing CROSSES the ceiling. Inside
               it are strange, disgusting biological workings. The GURGLING
               suddenly gets dramatically LOUDER. And then we SEE BILLY and
               LEILA, being sucked down the entire length of the fatty
               intestine. Still alive. And squirming wildly. EVERYBODY
               freaks out and HAULS ASS for the hatch. Finnegan and Hanover
               OPEN FIRE. Covering their asses.

                                                       CUT TO:

        89     ENGINE CHAMBERS - NIGHT                                 89

               Everybody pours out of the machine shop and fans out into
               this mechanical MAZE. The engine chambers are a labyrinth of
               pipe-lined alleyways, motorized chambers, swaying catwalks
               and pillars of steel. The LIGHTING is very poor, very dark.

               Hanover, Pantucci, Chin and Mamooli OPEN UP. FIRING blindly
               and wildly at anything and everything that seems to move in
               the darkness. The MUZZLE FLASHES and TRACER FIRE light up the
               chambers in a sort of surreal horror tableau. We catch more
               ABSTRACT GLIMPSES of the translucent TENTACLE-SACS, strange
               FEELERS, groping SUCKERS, SLIME and VEINS.

                                                       CUT TO:

        90     DEEP IN MAZE - NIGHT                                    90

               Finnegan rounds a corner and crouch-runs down a narrow alley.
               Alone now. White-knuckling his rifle. He turns another corner
               and runs right into Trillian.


               ...Spins, gun ready to fire at...


                         Jesus Christ lady...

                         What are those things?

                         I don't know...

               Finnegan looks around to the engine room, a labyrinth of pipe
               lined alleyways, motorized chambers, swaying catwalks and
               pillars of steel. The LIGHTING is very poor, very dark. He
               takes off.

                         Hey! Hey! Where are you going?

                         ...there's got to be a way to
                         access out back there... 

               He motions into the deep shadows.

                         But what makes you think there
                         aren't more of hose...things...back

                want to come, come...
                         you don't...

               Trillian weighs her options, and takes off after Finnegan.

                         You don't have to be so touchy.

                         Look lady, I know you people are
                         used to getting your way...

                         What's that supposed to mean? You

                         You people...

                         I'm not rich people.

                         Well, you sure do a good imitation.

                         Thank you, I work at it...

               Finnegan comes to a ladderstair leading to a catwalk. He
               starts to climb. Trillian, hampered by her long slinky dress,
               rips at the bottom, making it maxi to mini in a flash, and
               scoots after Finnegan.

                                   TRILLIAN (CONT'D)
                         I heard you say you grew up in the
                         projects in the Bronx...

               Reaching the top of the ladder, she clambers onto the catwalk
               next to Finnegan, who is deciding which way to go.

                                   TRILLIAN (CONT'D)
                         Trillian Daley... 

               She holds out her hand.

                                   TRILLIAN (CONT'D)
                         Projects...South Chicago. 

               Finnegan ignores her hand.

                         Finnegan...John that we've
                         been properly introduced, can we
                         get the hell out of here?

               Finnegan starts to walk down the catwalk.

                         So this boat of yours...that's what
                         you do? Give people...rides.

                         That's what I do.

                         Seen a lot of islands?

                         Quite a few.

                         Since I'm a kid, I had this
                         dream... I want to own my own
                         tropical island...
                         Beaches, warm ocean, lots of food,
                         little clothes...population of

                         Anti social?

                         Self sufficient...

                         With the emphasis on SELF, and in
                         selfish, right?

                         Takes one to know one.

               SNAP!! A TENTACLE SHOOTS OUT between Finnegan and Trillian.
               Just missing them as it SLAMS into a wall. 

               Finnegan falls onto the catwalk, drops his rifle, unarmed.
               Trillian, freaked, stumbles back and lands on her butt.
               Finnegan sits up against the walls, turns and looks -- 

               The TENTACLE slowly SQUIRMS across the wall like a big leach.
               Trying to find its prey. Finnegan is frozen in place.
               Watching. Trillian sits up, eyes widening in fear as she sees
               -- Hideous little worm-like FEELERS and SUCKERS protrude up
               and down the Tentacle. WRIGGLING and WRITHING and feeling
               their way across the wall. Getting closer and closer to

               Finnegan's eyes go to his pulse-rifle close to Trillian's
               feet. He motions for her to push it toward him. But, frozen
               in fear, she can only watch the slithering horror before her.
               Tongue-like, the Feelers lick their way across the oily wall.
               FINNEGAN DUCKS as they squirm over his head. Then he BRUSHES
               against some dirt, making a SCRAPING SOUND. 

               A Feeler quickly drops down and touches Finnegan's arm. He
               leaps to his feet. So does Trillian. She grabs the rifle,
               turns and bolts off down the dark alley. Finnegan tries to
               run, but the Feelers hold him tight. Two more Feelers slap
               onto his arm. HE YELLS. 

               The Creature starts reeling him in. 

               ANGLE ON: Trillian, running. Finnegan's YELL reaches her. She
               stops cold. Looking back the way she came, torn. 

               ANGLE ON: Finnegan, fighting for all he is worth, being
               reeled into the mass of machinery by the tentacle.
               When...out of the darkness, Trillian suddenly comes running
               back. Panting hard, she aims the gun.

                         Shoot it! Shoot it!

               Spurred to action, Trillian jams the rifle barrel against the
               tentacle and pulls the trigger. Nothing happens.

                                   FINNEGAN (CONT'D)
                         The safety! The safety!

               Trillian frantically fumbles around, looking for the right
               lever on the complicated, sophisticated weapon, trying to
               find it.

                         I don't know where it is!

                         On the side!!

               Desperate, unable to find it, she does the next best
               thing...she swings her rifle like it's a baseball bat. SMACKS
               the TENTACLE. HARD. RIPPING into its flesh. It SQUIRTS ink
               blood, releases Finnegan and recoils.

               Finnegan drops to his knees. Grabbing his arm, in pain. The
               tentacle recovers and starts coming toward him again.
               Trillian grabs him, and with all her strength, jerks him to
               his feet, and starts to drag him backward. The tentacle
               coils, ready to strike. Just before it does so, Finnegan
               grabs the rifle with his one good arm, flips the safety, and
               fires, blasting the tentacle to pieces.

                                   FINNEGAN (CONT'D)
                         Let's get the hell out of here!

               Finnegan staggers to his feet. He and Trillian run off.

                                                       CUT TO:

        91     ENGINE ROOM - NIGHT                                     91

               Trillian and Finnegan come running around a corner, and stop
               to catch their breath.

                         The safety...the safety... He
                         flicks the safety on and off.

                                   FINNEGAN (CONT'D)
                         Got it?

                         Hey! I didn't have to come back.

                         Yeah you did...

                         Right... You have a boat.

                         Boat or no boat... You woulda come
                         back anyway. You're that kind of

                         Oh yeah? What kind is that?

                         The "come back" kind.

                         How do you know that?

                         Takes one to know one.

               Finnegan's small smile makes Trillian acutely uncomfortable.


                                                       CUT TO:

        92     ENGINE ROOM - NIGHT                                     92

               The Captain is stuck in a strange gelatinous spider web.
               Struggling, frantic. But the more he struggles, the more
               enmeshed he gets. He holds his hands out beseechingly to
               Canton, who stands looking at him in terror.

                         Help me!

               But Canton does not move. All of a sudden Canton sees
               something deep in the web, behind the Captain, which makes
               his blood freeze.

                                   CAPTAIN (CONT'D)
                         What is it?

               Canton takes a few steps back.

                                   CAPTAIN (CONT'D)
                         What?!... WHAT?!

               The Captain tries to look over his shoulder to see what it
               is. There is a DARK MOVEMENT deep within the spider web.

                                   CAPTAIN (CONT'D)
                         HELP ME, CANTON! HELP MEEEEEEE!!

               ANGLE ON: Finnegan and Trillian racing across a catwalk.
               Below them, they can see Canton backing away from the

                         Grab his hands!!

               Canton looks up, stunned, as he sees Finnegan and Trillian
               rushing down from the catwalk.

                         CANTON!! HELP!!

               Canton backs away from the Captain, as the Captain's struggle
               draws him further into the web. The Captain's eyes bulge,
               horrified, as he feels SOMETHING inside the spider web GRAB
               him from behind.

                                   CAPTAIN (CONT'D)
                         IT HURTS!!!!! IT

               He struggles WILDLY. Then starts to freeze up as the
               tentacles wrap around him. 

               Finnegan and Trillian race across the floor as the Captain is
               slowly sucked deeper into the spider web; his face and body
               bady constricting, paralyzed. His VOICE is CHOKED OFF.

               Hanover, Chin, Mamooli and Pantucci burst out of another
               alleyway. Finnegan and Trillian reach the Captain just as his
               FACE is SUCKED into the gelatinous web. They skid to a stop.
               Everybody piles up. Eyes wide. Watching as the Captain's body
               is pulled deeper into the dark web. Tentacles enveloping him.

                             (to Canton)
                         Where is the closest hatch?

               Canton still pressed against the wall, staring at the spot
               the Captain disappeared, talking to himself.

                         I never meant for anyone to get
                         hurt was supposed to be

               Hanover grabs Canton by the front of his tattered tuxedo

                         You hypocritical bastard...all you
                         gave a shit about was the money...
                         where's the hatch!!

               Canton points down a darkened passageway.

                                   HANOVER (CONT'D)
                         Alright let's move two on

               He looks at an uneasy Mamooli and Chin.

                         Joey... Which way's aft?

                         That way.

               He points in the opposite direction.

                         Who gives a shit about aft?

                         That's where my boat's moored.

                         You trying to take over my show
                         Finnegan, that what you trying to

                         Just trying to get to my boat...

               Finnegan takes off down a catwalk in the opposite direction
               that disappears in the dark. Pantucci is right with him.
               Trillian, a step behind.

                         You stay away from that vault! You
                         hear me?

               Just before he steps into the darkness, Finnegan calls over
               his shoulder...

                         They respond to sound...

               He disappears into the dark. Canton looks at Hanover for a
               long moment, and then takes off after Finnegan. The other two
               mercs look at Hanover, wavering.


               The sound of his voice makes the two mercs look around

                         He made sense.

                         He's a bloody...

               And then conscious of his voice reverberating...

                                   HANOVER (CONT'D)
                         ...he's a bloody taxi driver!

               Chin breaks for the catwalk, hurrying after Finnegan. Hanover
               stands with a very antsy Mamooli, steaming. After a long
               moment, he strides off after Finnegan as well.

                                                       CUT TO:

        93     BALLAST PASSAGEWAY - DAY                                93

               In SLOW-MO, Finnegan and the others creep down a darkened,
               pipe-lined passageway. Guns out front. Sight beams sweeping
               the path ahead. Eyes wide open. Sweat sliding down their
               faces. Breath coming in short nervous bursts. Hearts pounding
               out of chests. 

               The ominous MUSICAL SCORE adds to the tension. 

               Then the EMERGENCY LIGHTING KICKS ON. A creepy-looking
               reddish-blue glow is cast throughout the ship. Finnegan
               continues on. Followed by the others. All sweating hard. Eyes
               nervously shifting. Fear thick in the air. 

               LOOKING DOWN THROUGH A METAL GATE, we SEE Finnegan, Trillian
               and the others passing below. Then suddenly, in the dark
               foreground -- SOMETHING WET WRIGGLES across the gate. They
               come to a door. Finnegan tries the handle. No go. Finnegan
               turns to Canton, and mimes for keys. Canton shakes his head.
               He has none.

                         Very good Finnegan...very good.

               Trillian moves up to Finnegan. She reaches into her hair, and
               pulls out her trusty lockpick. As he watches, somewhat
               mystified, she inserts the pin, tickles the lock a few times,
               and depresses the handle. Click! The door opens. Finnegan
               looks at her curiously, but with respect.

                                                       CUT TO:

        94     BALLAST SECTION - DAY                                   94

               They ENTER the rear ballast section, where the walls are
               indeed far apart, half of which is now a small POND.
               Obviously flooded. The only way out of this room is down some
               STEPS which VANISH beneath the seawater, or through a single
               violently twisted HATCH DOOR. 

               Finnegan tries to push the hatch. It will not give. 

               Mamooli and Chin join him, adding their considerable muscle
               to the task. The hatch holds tight. Finnegan turns to Canton,
               who stands slumped against a railing. He does not look well
               at all.

                         What's on the far side?

                         I don't know.

                         It's your damn ship! What the hell
                         do you mean you don't know?

               Finnegan touches Pantucci's shoulder.

                         Joey, what difference does it

               Finnegan enters the water.

                                   FINNEGAN (CONT'D)
                         If you hear one shot, you know I
                         made it...start coming...

               Pantucci follows Finnegan to the water.

                         How do we know you're going to
                do we know you're not
                         going to just take off? 

               Finnegan stops.

                         I'll wait here... You go check it

               Hanover does not move.

                                   FINNEGAN (CONT'D)
                         I didn't think so.

               Finnegan wades into the water. Just before he sinks beneath
               the surface...


               He looks back.

                                   TRILLIAN (CONT'D)
                         Be careful.

               With a smile, Finnegan dives under. Pantucci right behind
               him. The others stand looking around, nervous.

                                                       CUT TO:

        95     UNDERWATER - NIGHT                                      95

               Finnegan SWIMS down to the floor of the ballast. Then into a
               passageway lined with black pipes. Pantucci right behind him.
               STRANGE NOISES REVERBERATE through the MURKY waters. 

               CREAKS and MOANS. Spooky shit. Both men are wide-eyed as they
               swim. Weaving their way through a maze of pipes and ducts.
               The THINGS could come out of almost anywhere. Bubbles drift
               up from the darkness below. 

               The MUSIC IS TENSE...VERY VERY TENSE. Pantucci falls behind.
               He swims around a curve and right into a SEVERED HUMAN ARM!
               AIR BUBBLES BLAST out of his mouth as he SCREAMS. The fingers
               on the dead hand seem to reach out for him. He fights his way
               past and swims off in a panic.

                                                       CUT TO:

        96     BALLAST - NIGHT                                         96

               Trillian stares down into the water. Hanover keeps a sharp,
               nervous eye back down the catwalk, white-knuckling his pulse
               rifle. Chin and Mamooli keep watch, tight lipped. Canton
               paces back and forth, driven by anxiety.

                         Stop pacing.

               Canton acts as if he does not hear. He keeps pacing. Hanover
               chops sharply with the stock of his rifle into Canton's arm.
               Canton crumbles against the railing, in pain.


                         You deaf?

                         Why don't you back off?

                         You want some too?

               Hanover's jaw clenches. He releases the safety on his rifle,
               the click resounding ominously in the hollow room.

                         How brave we are.

               Trillian's eyes fix on Hanover's, unwavering. A Mexican


               Everyone turn to... A giant ball of black, wet, OOZING RUBBER
               UNDULATES down the gangway. Coming straight at them. A mass
               of glistening striated MUSCLE.


               The three men open up with their pulse rifles. The CREATURE
               gets RIPPED TO SHREDS. Red and blue INK-BLOOD SPLATTERS
               everywhere. But onward it comes. Down the gangway. 

               Trillian grabs the pistol off Chin's utility belt, and opens
               fire. Canton jumps into the water and disappears.

                                                       CUT TO:

        97     KITCHEN - NIGHT                                         97

               Finnegan explodes to the surface. GASPING for air. He reaches
               down and yanks a half drowned Pantucci up next to him. They
               both look up to gunfire exploding in the distance.

                                                       CUT TO:

        98     BALLAST ROOM - NIGHT                                    98

               The creature keeps coming. The mercs keep firing. Then
               without warning Hanover drops his rifle and dives into the
               water, disappearing beneath the surface. 

               Trillian is astounded. She throws down her pistol, picks up
               the pulse rifle, and slams on the trigger. The recoil of the
               rifle throws her into the water. When she surfaces, she sees
               Chin and Mamooli, firing as they retreat to the water's edge.
               Still holding her rifle, she dives.

                                                       CUT TO:

        99     UNDERWATER - NIGHT                                      99

               Trillian swims down a violently SHAKING PASSAGEWAY. Eyes
               wide. Filled with fear. All around, DEBRIS DROPS through the
               water. Primordial SOUNDS REVERBERATE off the walls. Lots of

               TRILLIAN OPENS UP. FIRING wildly. The water fills with FIRE
               and BUBBLES. Trillian looks around. Scared shitless. The
               bubbles clear just in time for her to see -- Chin, mouth
               open, eyes wide, screaming in agony, being ripped past her.
               She tries to fire her rifle. Too late. Trillian watches as
               Chin VANISHES down the shaft in a CLOUD OF BUBBLES.

                                                       CUT TO:

       100     KITCHEN - NIGHT                                        100

               TRILLIAN BURSTS to the surface. FINNEGAN YANKS her up and out
               of the water.

                         You O.K.?

               Trillian can only nod, and gasp for breath. Canton and
               Hanover catch their breath, PANTING AWAY, waterlogged.
               Hanover reaches over to retrieve the rifle in Trillian's
               hand. Trillian points the barrel at him, and hits the safety.

                         Finders keepers.

               Mamooli bursts out of the water, falling on the floor, close
               to panic mode.

                         Where's Chin?


                         This is not real! This is not
                         bloody real!

               Finnegan TOPPLES a large, heavy metal BROILER onto the open
               floor gate, sealing the watery hole in the floor. There are
               two hatches in this room. The far hatch is closed. Mamooli
               stands next to an OPEN HATCH. Canton points to it.

                         Through there...another sixty,
                         seventy yards...there are more
                         elevators there.

                         I ain't goin' up no more elevators.

                         There's stairways...

               Mamooli SLAMS the HATCH SHUT. Eyes bugging out of his head.

                         I say we stay right here!

                         Are you crazy?

                         There's plenty of food here. We can
                         hold out...someone'll rescue us...


                         Someone...maybe they sent an SOS!

                         On what? This son of a bitch
                             (to Canton)
                         zapped the communications.

                         Mamooli stand down!

                         We don't even know if his boat is
                         still saw Billy!

                         Boat or no boat...I'm going...

               Finnegan steps forward. Mamooli aims his rifle right at
               Finnegan's head.

                         They're wipin' us out one at a
                         time. I say we make a stand. Right
                         here! Right now! Maximum firepower!

                         Somebody shoot this jerk!

                         Nobody's shooting nobody...come on,
                         just let us through the hatch!

                         I'll kill you!! I'll fucking kill
                         you!! I'll do it! I'll do it! I'm
                         not playin' around here!

               Finnegan freezes. CLOSE ON: The hatch. As a BLACK LIQUID
               starts to OOZE through a tiny latch-hole. No one sees it.

                         I once saw a guy put a fish in a
                         bottle, then he corked it, sealing
                         it tight, and threw it to a baby
                         octopus. The little sucker felt its
                         way around that bottle, and in less
                         than two minutes, got that cork
                         off, slid inside, and ate that

                         What the hell are you talking

                         Us...I'm talking about us... We're
                         the fish.

               The LIQUID SHADOW OOZES down and hits the floor, starts to
               EXPAND, filling like a water balloon. It's not a liquid. It's
               a Tentacle. VEINS, FEELERS and SUCKERS begin to form.

                         And what? These things are

                         I don't know what these things are
                         ...all I know is...

               The TENTACLE slowly RISES UP right behind Mamooli. Inches
               behind his head. Finnegan and Hanover see it. Eyes widening.

                         What...? What??

               Mamooli turns to the tentacle looming over him, about to

                                   MAMOOLI (CONT'D)

               He opens fire, emptying his clip into the tentacle. The
               tentacle retreats into the pipes. Mamooli looks around. The
               room is empty. He runs out.

                                                       CUT TO:

       101     PASSAGEWAY - NIGHT                                     101

               Mamooli rushes into the empty passageway, looks left. Then
               right. His POV. Down the hall another TENTACLE comes racing
               at him. Mamooli panics, drops his rifle. 

               TRACK WITH Mamooli racing down the hallway, looking over his
               shoulder in fear, as the tentacle comes racing after
               him...gaining...gaining... almost on him... Mamooli leaps
               through an open hatch, and swings it shut in one swift
               motion. The tentacle slams into the glass portal. Stopped.
               Mamooli keeps his eye on the portal, and backs up two steps.
               He lets out a long deep breath of relief, turns... WHAM!!!
               Another tentacle envelops his face!


                                                       CUT TO:

       102     MECHANICAL CHAMBER - NIGHT                             102

               Dante's Inferno: STEAM, SMOKE, FIRE, STRANGE NOISES, DARK
               AREAS, and lots of MOVING ENGINE PARTS. 

               Finnegan leads, followed by Trillian, Hanover, Pantucci, and
               Canton. We can HEAR their HEARTS BEATING. Scary shit.
               Finnegan heads for a open HATCH. It suddenly SLAMS SHUT. He
               instantly VEERS down another passageway.

                         What the hell is going on!!

               Finnegan heads for another open HATCHWAY. It also SLAMS SHUT.

                         They're herding us. 

               Finnegan and company keep going.

                         What are you talking about?

               As they round a corner, the CEILING IMPLODES right in front
               of them. PIPES and OTHER MATTER CRASH down. Cutting them off.
               Leaving only one route open...a slim passageway.

                         Like cattle...

                         You're saying they can think?

                         I'm saying they're calling the

               Finnegan heads toward the passageway.

                         Do we have to go there?

               The ceiling left above them begins to torque, and splits. The
               answer is plain. Everyone runs into the passage just as the
               ceiling comes down.

                                                       CUT TO:

       103     PASSAGEWAY - NIGHT                                     103

               Finnegan leads them single-file, they quickly head into a
               SHAKING narrow void. Fear has led to silence, and unbearable
               tension. The walls on either side creak, and moan with
               strange noises.

                                                       CUT TO:

       104     MID-HULL - NIGHT                                       104

               Finnegan quickly comes out of the CREAKING, MOANING GANGWAY,
               followed by the others. All the STRANGE NOISES suddenly STOP.
               Everything gets quiet. Finnegan freezes. Something's wrong.
               Everybody looks around. STEAM SHOOTS OUT from multiple pipes.
               The air is thick with MIST.

                         What's the matter?

                         The quiet...

                         Maybe we lost them.

                         Or maybe we're exactly where they
                         want us to be.

               Finnegan moves on. The others follow. Guns out front. TENSE.
               They round a huge metal pillar and come face-to-face with a
               soul-wrenching nightmare. The CREATURES' NEST -- OR STOMACH.

               Across a small portion of the ship's midsection, is a huge
               GELATINOUS WOMB. Imagine a massive thick wall of clear-yellow
               JELL-O, with hundreds of BLUE VEINS running through it.
               If it weren't all so horrific, it would be considered
               beautiful. Inside the womb, A DOZEN HUMANS, passengers, float
               around in some kind of twisted embryonic state, the living
               dead. They all seem to be breathing the gelatin. Several
               TENTACLES WRIGGLE through the stuff; which divides and re
               forms in some sort of strange mitosis. 

               Finnegan and the others look at the passengers, horrified.
               But even more horrifying is that the people can look back at
               them. Many start to reach out, seemingly in slow motion as
               their hands ooze through the thick gelatin. Trillian looks
               sick, trembles in fear.

                         What is it?

                         A meat locker.

                         We can't just leave them here.

               Canton looks like he's about to throw up, he starts backing
               away, heading for a side hatch.

                         I can.

               In the womb, a Tentacle suddenly approaches a sexy young
               LADY. The Lady tries to back-pedal away, but because of the
               gelatin, it's like one of those nightmares where you can only
               move in slow motion. The FEELERS GRIP her naked thigh. She
               tries to scream, but her face is already starting to
               constrict, her whole body is being paralyzed. Pantucci is so
               horrified he's about to cry.

                         Oh no...oh God please no.

               The TENTACLE-SAC gloms onto the Lady's forehead. THROUGH THE
               SAC we can SEE her SKIN MELTING. The only thing she can move
               are her EYES, which are bugging-out in absolute horror as she
               is imbibed alive. Our heroes are frozen in fear. Until the
               Lady's EYES LIQUEFY. 

               Trillian burries her head in Finnegan's shoulder, trying to
               shut out the horror.

                         We can't do anything for them...
                         Let's go...

               He begins to lead her toward the hatch...when her eyes
               recognized the old lady with the orchid in her hair. The old
               lady seems to see her too. Her hands read out, IMPLORING. Her
               mouth silently shapes the words: HELP ME! Just as a tentacle
               comes creeping toward her.


               Her rage rises. She hefts her rifle, and starts blasting

                                   TRILLIAN (CONT'D)
                         You won't get her!! You won't!!

               Spitting FLAMES and SMOKE. The BULLETS IMPACT the gelatin.
               BLASTING IT AWAY. But the bullets only manage to go about
               twenty feet into the thick shit before gliding to a stop.
               GELATIN EXPLODES all over the place. TRACER HOLES STREAK
               through the stuff. But all the bullets are sliding short.

                                   TRILLIAN (CONT'D)
                something!! Please!!

               Finnegan looks around and spots the place in the ceiling
               where most of the Tentacles are coming from. Their long TAILS
               WIGGLE down from a massive clutter of pipes. A bas-relief of
               horror. Finnegan reaches over and yanks two thermite grenades
               off Hanover's utility belt.

                         Finnegan, No!!!

               ...bites the pins and spits them out.

                         Eat this.

               He chucks the grenades up into the strange WRITHING FRESCO,
               safely clear of the passengers.

                                   FINNEGAN (CONT'D)
                         FIRE IN THE HOLE!

               Pantucci and Hanover throw themselves to the floor. Finnegan
               pulls Trillian down, covering her.


                                                       CUT TO:

       105     FUJI MARU - SAME TIME                                  105

               A loud, creepy, suction-like SOUND is HEARD, that strange
               pitter- patter of little feet running across the hull. Then
               the HULL begins to MOAN and CREAK from an UNSEEN PRESSURE.

                                                       CUT TO:

       106     MID HULL - NIGHT                                       106

               All the MOVEMENT STOPS. The remaining TENTACLES VANISH into
               the machinery. Pantucci, and Hanover look up from the floor,
               covered in slime. Finnegan and Trillian also look up...and
               then look at each other face to face...inches apart. Dripping
               with slime.

                         Looking good...

                         You should talk...

               Then the machinery shuts down. The engines go dead. ALL SOUND
               CUTS OUT. An expectant hush. Somewhere, WATER DRIPS... 

               WE GO EXTREMELY CLOSE ON Trillian's EYES. Pantucci's EYES.
               Hanover's EYES. Finnegan's EYES. The air is riddled with
               ominous expectation. And that's when the HULL BEGINS TO

       107     SHOT:                                                  107

               At the far end of the ship, part of the LOWER BOW RIPS OPEN!
               AND A WALL OF WATER RUSHES IN. FLOOD CITY! Finnegan's eyes
               widen as he sees (MODEL SHOT) the massive WAVE OF WATER
               EQUIPMENT and EVERYTHING in front of it.

                         GO! GO! GO!

               They all hightail it for hatches. Finnegan and Trillian make
               it into one hatch. Hanover and Pantucci make it into another.
               WATER CRASHES and SPRAYS behind them.

                                                       CUT TO:

       108     FUJI MARU - NIGHT                                      108

               Massive AIR BUBBLES EXPLODE out from under the bow.

                                                       CUT TO:

       109     FUJI MARU - NIGHT                                      109

               RED WARNING LIGHTS FLASH up and down every passageway. And a
               CLAXTON RINGS, in accelerating tones, giving a frenetic
               urgency to ALL OF THE

                                                   FOLLOWING SCENES:

       110     A PASSAGEWAY:                                          110

               WATER BLASTS through a hatch and CHASES Finnegan and Trillian
               down a passageway. They jag left at an intersection -- WATER
               BLASTS through the hatch directly in front of them.

                         We're going to sink! We've got to
                         get on deck!

               They backtrack. Trillian's now in the lead. They HAUL ASS
               down a hallway. WATER ROARING IN from everywhere behind them.
               All of the watertight HATCHES begin to hydraulically CLOSE.
               Trillian and Finnegan JAG into a hatch. It's a small room.
               The hatch in front of them closes. WATER BLASTS in behind
               them. SWEEPS them off their feet. The ROOM quickly starts to
               FILL UP. Trillian pulls frantically at the hatch.

                                                       CUT TO:

       111     NARROW PASSAGEWAY - NIGHT                              111

               Hanover and Pantucci quickly slog their way through knee-high
               water. Pantucci stumbles into the water, frantically
               scrambles up. He looks back -- UNDER THE WATER, INKY FORMS
               hurl themselves down the passageway right towards him.
               Pantucci YELPS, and splashes away.

                                                       CUT TO:

       112     SUBMERGING ROOM - NIGHT                                112

               Trillian and Finnegan pull with all their might on a tiny
               portal. Finnegan tries to insert the blade of his knife in
               the crack.

                         So how do you get from the Bronx to
                         the South China sea?

                         You quit high school, lie about
                         your age, join the navy, and next
                         thing you know, four years are up
                         and you need a way to make a

               The knife blade slips into the crack.

                                   FINNEGAN (CONT'D)
                         I'll break the seal! Pull.

               He yanks the blade. Trillian pulls. The seal pops. The portal
               flies open. Waist-high in water, Trillian sticks her arm out,
               tries to get her shoulder out, but there's no chance in hell
               of that.

                         Too small!

               She pulls her arm out. And a TENTACLE LUNGES IN. Just missing
               Trillian. It SPLASHES under the water. GRABS Finnegan's
               ankle. Pulls him under. FINNEGAN sticks the barrel of his gun
               underwater and OPENS FIRE. WATER EXPLODES. The Tentacle
               recoils. And rips itself back out the porthole. Trillian
               SLAMS the PORTHOLE SHUT and dogs it tight. The

               WATER QUICKLY RISES.

                                                       CUT TO:

       113     PASSAGEWAY - NIGHT                                     113

               Pantucci and Hanover hauling ass. Hanover pulls out his last
               two Thermite grenades. Pantucci panics and grabs for them.

                         Gimme one! Gimme one!

               He knocks both of them out of Hanover's hands. They DISAPPEAR
               under the water.

                         You idiot!

               They quickly fumble around in the water, trying to find them.
               A TENTACLE BLASTS around the corner. Partially obscured by
               the wave in front of it. Heading right for them. Hanover
               finds the two grenades. Gives one to Pantucci. They rip the
               pins out and toss the grenades behind them.
               Then HAUL ASS faster. The Tentacle right behind them. A BEAT.
               And then the GRENADES EXPLODE, BA-WOOM! BA-WOOM!

                                                       CUT TO:

       114     FUJI MARY - NIGHT                                      114

               The storm hammers the deck. Canton staggers out onto the RAIN
               SLICKED DECK just in time to see -- A HOLE BEING BLOWN OUT
               the side of the Fuji Maru's HULL. BUBBLES continue to EXPLODE
               OUT from under the bow.

                         Oh my God, it's going to sink.

               Then slowly, Canton gets a gleam in his eye, now thrilled.

                                   CANTON (CONT'D)
                         It's going to sink.

                                                       CUT TO:

       115     SUBMERGED ROOM - NIGHT                                 115

               Finnegan and Trillian are getting banged around the frothy
               WATER as it quickly RISES. Now only inches from the ceiling.
               Trapped. They're about to drown. Finnegan keeps looking
               around, trying to figure a way out.

                         I was so goddamn close, Finnegan!
                         So goddamn close to my island... I
                         could almost taste the sand...

                         Keep tasting...

               Finnegan shoves the pulse rifle to the ceiling. And blasts
               away until part of the ceiling falls out and into the water.
               There's just enough room between two metal beams to get out.
               The rising WATER SHOVES them up through the hole.

                                                       CUT TO:

       116     PASSAGEWAY - NIGHT                                     116

               Side-by-side, Hanover and Pantucci quickly slog their way
               through waist-high water. They round a corner and look back --
               INKY FORMS SLOSH around the corner. Heading right for them.
               They slog faster.

                         They're catchin' up! They're
                         catchin' up! We gotta slow 'em

                         Feed them. That'll slow them down.

               A black STRIATED MUSCLE ROILS out of the foamy water, then
               quickly VANISHES under it, heading straight for them.

                         Feed 'em?!! Okay! All right! Feed
                         'em what? WHAT ARE WE GONNA FEED

               'EM?! Hanover takes his pistol and SHOOTS Pantucci in the
               leg, BLAM! Pantucci SCREAMS. FALLS into the water. 

               Hanover RUNS on. 

               Pantucci doesn't even have time to deal with the pain. He
               starts SCRAMBLING through the water. UNDERWATER, the INKY
               FORMS RACE AFTER HIM. Only meters away. Pantucci throws
               himself into the opening of a dumbwaiter. SLAMS the DOOR
               SHUT. The TENTACLE ATTACKS the door. WORMING its way across
               the surface, trying to find a way inside. Pantucci is scared
               beyond his pain. Pushing back as far as he can against the
               rear wall, he sees the control button. He presses the up
               arrow. The dumbwaiter starts to move.

                                                       CUT TO:

       117     FUJI MARU REAR DECK - DAY                              117

               The Saipan is still bobbing behind the Fuji Maru. But the
               HARPOON HOOK, which holds the tow-line and is embedded into
               the rear deck of the ship, is starting to PRY LOOSE. It JERKS
               and BUCKS against the metal wall. Canton doesn't notice this
               as he slips and slides his way up to the railing. He sees the
               Saipan and smiles. Then he looks off at --

       118     ISLAND                                                 118

               rising out of the ocean. About a mile away. Canton starts to
               climb over the railing. And that's when the HARPOON HOOK RIPS
               Tries to spin free. The hook hangs onto his leg for a long,
               agonizing BEAT as Canton continues to SCREAM. Then the HOOK
               RIPS FREE, grabs the METAL RAILING and starts TEARING IT off
               the deck. Canton drops to the deck, holding his leg and
               whimpering in pain. And then he sees it --

       119     SPEEDBOAT                                              119

               dangling from its harness down on the watersports platform.

       120     TO SCENE                                               120

               Canton starts to crawl for it. Moaning and bleeding.

                                                       CUT TO:

       121     CRYSTAL POOL DECK - NIGHT                              121

               Finnegan and Trillian race up onto the pool deck. Passing
               beneath a colorful NEON SIGN which READS:

               "THE FUJI MARU - YOUR FUN SHIP"

               In the dark, Trillian trips. She falls to the slippery,
               waterlogged deck, and SCREAMS...


               ...clawing at her face... Finnegan pulls her hands from her
               face...and the thing that attached itself there...a small
               squid from the shattered aquarium.

                                   TRILLIAN (CONT'D)

               Tries to catch her breath.

                         It's's not one of them...
                         it's from the's...

               And then it dawns on Finnegan.

                                   FINNEGAN (CONT'D)
                         It's not's it...


                         You know what kind of force it took
                         to rip open the bow of this ship? A
                         million little things like this...

               He holds up the squid.

                                   FINNEGAN (CONT'D)
                         ...can't exert that kind of
                         pressure... And the way it tracked
                         us? A million little things don't
                         carry portable phones to coordinate
                         positions... What's chasing us...
                         it's giant...

                                                       SMASH CUT TO:

       122     ARIAL POV - MATTE FX SHOT - NIGHT                      122

               ...looking down on the Fuji Maru from high up in the air.
               Beneath the ENTIRE SHIP is an enormous, undulating BLACK
               SHADOW. A massive monster from the deep.

                                                       CUT TO:

       123     CASINO - NIGHT                                         123

               RED WARNING LIGHTS FLASH. The CLAXTON RINGS. Off to one side
               of a wall, behind the bar, the dumbwaiter door opens, and
               Pantucci tumbles out, looks around, and then hears...

                                   HANOVER (V.O.)
                         Help!! Help!! 

               Pantucci limps around the bar, down a row of one armed
               bandits... rounds a corner, comes face-to-face with Hanover.

               Hanover's eyes are filled with terror and despair. His face
               is badly constricted. His body paralyzed. He clings to a
               black-jack table as a Tentacle-Sac drinks its way up his leg.
               It's already to his hip. He grasps desperately for his
               pistol, just beyond his reach on the floor. This guy ain't
               gonna survive. 

               PANTUCCI YELPS and quickly back away, eyes wide, totally
               tense. He looks around, sees that there's only one Tentacle,
               and it's completely occupied with devouring Hanover. Pantucci
               is wigged, but manages to lock eyes with Hanover. Then he
               looks at the Sac, filled with regurgitated flesh.

                         ...even you don't deserve this.

               Pantucci picks up Hanover's pistol. Then slowly, cautiously,
               he creeps forward, and sticks the gun into Hanover's
               TWITCHING HAND.

                                   PANTUCCI (CONT'D)
                         I'm sorry man...

               He turns and quickly limps off. Hanover's EYES look down at
               the gun in his hand. Then, with all the strength he has left,
               he slowly, painfully, turns the pistol so it points at his

               CLOSE ON: Hanover's trembling FINGER. As it slowly squeezes
               the trigger. He want to kill himself. Needs to hill himself.
               He squeezes harder. The TRIGGER DEPRESSES! -- CLICK! The gun
               is empty. Hanover's mouth opens in a horrible, silent scream.

                                                       CUT TO:

       124     REAR DECK - SAME TIME                                  124

               Finnegan and Trillian race out onto the rear deck just as the
               HARPOON HOOK finishes TEARING the railing off the ship. The
               HOOK, the TOW- LINE, and the ENTIRE RAILING DROP over the
               side and fall OUT OF SIGHT. The TWO BOATS are now UNCOUPLED.
               Finnegan reels at the rain soaked sky.

                         Will somebody give me a break here?

               And that's when Finnegan and Trillian hear the SOUND of a
               HYDRAULIC HOIST. They look over --

       125     AT THE WATERSPORTS PLATFORM:                           125

               The speedboat is being hydraulically lowered into the water.
               Canton sits inside, fiddling with the ignition. ANGLE ON:
               Trillian and Finnegan racing down the spiral stairs leading
               to the watersports platform.

                         Wait! Stop!

               The boat touches down into the water.

                         I'd like to but I have an
                         appointment with my insurance

               He HITS the HOIST-RELEASE BUTTON. The speedboat breaks free.
               Canton HITS the IGNITION. The boat's ENGINE ROARS.

                                   CANTON (CONT'D)
                         Life takes the damndest turns,
                         doesn't it?

               He red-lines the THROTTLE. The SPEEDBOAT HAULS ASS away from
               the cruiseliner. Canton steers for the island. Smiling. 

               ANGLE ON: Trillian

               IN HER RAGE...

                         You son of a bitch!!

               She grabs Finnegan's pulse rifle, hefts it to her shoulder...


               He forces her to look in the distance. Their POV. The island.

                         Oh my god! Oh my god! How do we do
                         it? How do we get there?

                         Not like him.

               Finnegan points to the water...and an INKY PSEUDOPOD FORM
               racing after the speedboat underwater.

                                   FINNEGAN (CONT'D)
                         It's the can hear the
                goes for the loudest

               The Tentacle quickly picks up speed, going faster and faster,
               getting closer and closer, stretching further and further.
               Suddenly, behind them, a METALLIC THRASHING SOUND is HEARD.
               They turn around and look -- The hook, the tow-line, and the
               entire railing have dropped down onto the watersports
               platform and are tangled up around the two jet skis, trying
               to tear free -- The Saipan is still clinging by its
               fingernails to the Fuji Maru! Finnegan races over to a WINCH
               and grabs the winch- line.

                                                       CUT TO:

       126     SPEEDBOAT - NIGHT                                      126

               Canton, smiling brightly, peers at the approaching island
               through the speedboat's windscreen. So relieved he sings to
               himself, from the operetta H.M.S. PINAFORE.

                         Oh we sail the ocean blue, and our
                         mighty ship's a beauty. We are
                         strong men, yes it's true, and
                         responsive to our duty...

               When...YANK!!...the SPEEDBOAT is GRABBED from below,
               practically exploding as it DISINTEGRATES into TWO PIECES.
               Canton is PROPELLED through the windscreen and onto the hood.

                                                       CUT TO:

       127     WATERSPORT PLATFORM - NIGHT                            127

               Finnegan struggles to clip the winch-line onto the tow-line,
               hanging precariously over the edge of the ship, clip in one
               hand, winch-line in the other. The whole METAL MESS is
               BUCKING and TWISTING and SCREECHING. His every joint is being
               ripped out of socket as he strains to get the clip on the
               line before the entire rig tears away into the sea. 

               With one last heroic effort of will and grit, he snaps the
               clip in place just as it all BREAKS LOOSE. One of the JET
               SKIS and the ENTIRE RAILING are RIPPED over the side and fall
               down into the ocean. Finnegan is also YANKED over the side,
               but he manages to hold on by his fingers, dangling

                         Hit it! Hit it!

               The HOOK and the TOW-LINE drop -- then SNAP TAUGHT as the
               winch-line holds them tight.

               Trillian throws the start lever on the winch. The WINCH KICKS
               ON and starts reeling in the Saipan. Finnegan tries to crawl
               up on the deck, exhausted. Trillian reaches down and pulls
               him the rest of the way up. He half collapses on top of her.

                         You know, Finnegan, I'm starting to
                         believe what you said about you not
                         being born to die on a luxury

               Despite the grimness of their position, the closeness of
               their bodies is...a turn both of them...and then a
               SCREAM from the sea. They look in the direction of...

                                                       CUT TO:

       128     SPEEDBOAT - NIGHT                                      128

               Canton is pinned to the hood of the speedboat, his face
               shredded by glass, his leg mangled, screaming as his panicked
               eyes watch a TENTACLE slowly squirm across the hood toward
               him, it's hideous feelers writhe and arch. Canton backs away
               from it as far as he can.

               Another TENTACLE SQUIRMS up next to him. Canton crawls away
               from that one. Its Feelers and Suckers unsheathe, dripping
               mucus. Canton's eyes widen, horrified. Then another TENTACLE
               SQUIRMS up. Canton crawls to the center of the hood. And
               another TENTACLE. Canton has nowhere to go. The Tentacles
               close in on him.

                         No! No! No!

               All the tentacles rise over him, about to descend.

                                   CANTON (CONT'D)

                                                       CUT TO:

       129     FUJI MARU - NIGHT                                      129

               Finnegan and Trillian race for all they are worth, clamber
               over the side of the Fuji Maru, dropping to the deck of the

                                                       CUT TO:

       130     SAIPAN - NIGHT                                         130

               Finnegan and Trillian slowly clamber through the hold, waist
               deep in water, on edge, eyes wide, watching for any sign of
               trouble. It's quiet in here. Maybe too quiet.



                         ...the minute you start your
                         engines's going to kill us,
                         isn't it?

               They step up to one of the big CRATES. Finnegan starts
               SMASHING it with the butt of his pulse-rifle. The CRATE BURST
               OPEN. REVEALING the WARHEAD of the torpedo. Trillian is

                         Not unless we kill it first.

               Finnegan SMASHES more of the CRATE, it falls apart, REVEALING
               the entire torpedo. He hands her his pulse rifle.

                                   FINNEGAN (CONT'D)
                         Anything moves, you shoot.

               Finnegan starts to yank open the top plates of the missile
               head. Trillian looks around nervously.

                                   FINNEGAN (CONT'D)
                         There's not much horsepower left in
                         the engines, but there's enough
                         noise...once this baby's set...I'll
                         rev it up...that slimy bastard will
                         come for it like candy...

                         If you blow up your boat, how are
                         we going to get to the island?

                         Jet ski...there's one left up

               The plate comes loose. Revealing a gaggle of wires, and

                                   FINNEGAN (CONT'D)
                         ...let's see, it was red wire cross
                         compressor blue wire...or blue
                         cross red?

               He starts to fiddle with the wires. -- Suddenly, there's a
               LOUD SLOSHING SOUND right behind them! CRATES TOPPLE! More
               pulse rifles spill out. Trillian spins, ready to blast away
               with the pulse rifle, to...

                         Don't shoot!! Don't shoot!!

                         Just the man I wanted to see. On
                         this puppy here, you remember if
                         it's red to blue or blue to red... 

               He refers to the wires.

                         Not even a Joey, I'm glad to see
                         you? Joey, what happened to your

                         Joey, you want to get sucked out by
                         a giant fucking mutated squid?

                         Red cross over to blue double blue
                that what it is? A squid?

                         Squid...squid like...squid type...
                         it's got tentacles, a feed sac...
                         probably one central nervous
                         processor somewhere...what the hell
                         do I know is going on deep down in
                         the ocean...there's all sorts of
                         shit we've never seen...eighty foot
                         clams...60 foot sharks...I'm just
                         guessing...can you get me more
                         juice out of

                         For juice, I gotta rebuild. That's
                         not fast.

                         How about noise? Can you get noise?
                         We don't need speed, just noise,


                         Can somebody tell me what the
                         object of the exercise is here?

                         Seafood salad.
                             (to Trillian)
                         You ever operate a jet ski?

                         You want ME to go up there?

                         Not unless you can wire a missile
                         or fix an engine.

                         And what if I run into one of those

               Finnegan tosses her a pulse rifle from the overturned crate.

                         Don't forget the safety.

               She hits the safety, slams a shell into chamber...

                         Don't take too long...I'm not
                         planning on being on the menu

               ...and exits.

                         I've never seen you so congenial
                         with a member of the opposite
                         sex... The two of you got a nice
                         patter a nice

                         And you got 10 minutes before this
                         thing livens up a boring evening.

               Finnegan attaches a wire to a sprocket. A red light starts to
               blink on the warhead.

                                                       CUT TO:

       131     FUJI MARU - NIGHT                                      131

               It is VERY DARK. The RAIN is getting worse. THUNDER RUMBLES.
               BUBBLES EXPLODE from beneath it. The Saipan rocks against her
               hull. Trillian clambers along the TILTING RAILING, heading
               for the watersports platform. Her gorgeous eyes shift

                         I'm going to be OK...I'm going to

               OK... The ship's METAL HULL SCREECHES. The SEAWATER BUBBLES
               and GURGLES. From somewhere deep inside the ship, we HEAR
               that loud primordial YOWL again. Trillian freezes, her heart
               double beats. She looks around, really scared.

                                                       CUT TO:

       132     SAIPAN'S HOLD - NIGHT                                  132

               The missile is on a hoist being pushed forward by Pantucci
               and Finnegan toward a GAPING HOLE in the PORT BOW.

                         You know what I think? I think our
                         luck has just about run shit out...

                         A little to the left...

                         I think we gotta stop floating from
                         one fucked up situation to the

                         Line it up now, nice and easy...

               The missile head is right in line with the hole in the bow.

                         I'm telling you, man, we got to
                         give the future some serious

                         I have been.

                         And what have you come up with?

                         How does an island sound to you?

               Pantucci looks at Finnegan quizically. This is news to him.

                                                       CUT TO:

       133     SAIPAN - NIGHT                                         133

               The TIP of the WARHEAD creeps out through the hole. The body
               of the missile is just a hair too wide, which is good,
               because it jams itself nice and tight into the hole.

                                                       CUT TO:

       134     WATERSPORT PLATFORM - NIGHT                            134

               Trillian takes the tarp off the remaining jet ski. Pushes the
               swivel arm that holds it out over the railing. The PLATFORM
               TILTS! Trillian loses her balance. Almost goes over the side.
               Just barely manages to catch herself. Hangs there for a
               moment. Something SWISHES in the water below her. Trillian's
               EYES scan the darkness; scared sick.

                                                       CUT TO:

       135     THE SAIPAN'S PILOT HOUSE - NIGHT                       135

               Finnegan LASHES the STEERING-STICKS as hard left as they'll
               go. The rudder locks tight. Pantucci enters.

                         I gerry-rigged the ignition...all
                         you gotta do is start her
                         won't go fast but it'll go loud...

               Trillian's scream tears through the night. Finnegan's eyes go
               to the Fuji Maru. He kicks open a box by the side of the
               console, and pulls out a sawed off shot gun with a pistol
               handle in a holster.

                                   PANTUCCI (CONT'D)
                         Man, don't go up there...

                         One whistle... Start the engine...

               Finnegan slams shells into the shotgun.

                         She's gone...

                         Second whistle you make it to the
                         deck and get ready to jump...

                         All you're gonna do is get yourself
                         killed...and for what? Some chick?

                         You're beautiful what you're
                         jealous, you know that, Joey?

               Finnegan hefts a pulse rifle, and runs out of the pilothouse.

                                                       CUT TO:

       136     FUJI MARU DECK - NIGHT                                 136

               Finnegan drops onto the deck from the tow line. Pulse-rifle
               leveled. Adrenaline rushing through his veins. A man on a
               mission. The SHIP is in its final death throes. MOANING and
               CREAKING. Trillian's scream pierces the night, followed by
               several shots. Finnegan takes off in it's direction.

                                                       CUT TO:

       137     FUJI MARU PASSAGEWAY - NIGHT                           137

               Finnegan ENTERS. Ready to be jumped. The scary MUSIC builds.
               TENSION CITY. Again shots fired. This time closer. Finnegan
               throws caution to the winds, and runs for all he is worth.

                                                       CUT TO:

       138     HALLWAY - NIGHT                                        138

               Trillian is being dragged down the dark hallway by a tentacle
               wrapped around her legs. She struggles frantically, trying to
               get a clear shot off. But her shot goes wild as she is pulled
               this way and that, slammed against the walls on either side.
               She loses her rifle.

                                                       CUT TO:

       139     GRAND ATRIUM - NIGHT                                   139

               Finnegan ENTERS the glass-domed atrium. Sloshes through the
               water. Stops in the middle and looks around. Sees a Tentacle,
               writhing up a glass wall of the atrium. Finnegan hears
               TRILLIAN SCREAM. He quickly plants his feet and FIRES from
               the hip. GLASS SHATTERS EVERYWHERE. He arcs around. WINDOWS
               BLOW TO PIECES. Finnegan lets out a low, angry, guttural
               YELL. The TENTACLE SHREDS from the GUNFIRE.

                                                       CUT TO:

       140     HALLWAY - NIGHT                                        140

               The tentacle dragging Trillian retracts. Freed, Trillian gets
               up, grabs her rifle, and RUNS LIKE HELL.

                                                       CUT TO:

       141     FRISCO BAR - NIGHT                                     141

               Trillian runs in and is immediately hit by COLORFUL SWIRLING
               the SOUND of the CLAXTON, the SPRAYING WATER and thick
               MIST...major psychedelia. Disoriented, Trillian runs towards
               a dark exit door -- and into a geometric gelatinous SPIDER
               WEB. Sticks.

                         NOOO!! NOOOO!! HELPP!! HELPP!!

                                                       CUT TO:

       142     ATRIUM - NIGHT                                         142

               Finnegan is slamming another clip into his pulse rifle when
               he hears TRILLIAN, YELLING for help. He takes off running
               through a hatch.

                                                       CUT TO:

       143     FRISCO BAR - NIGHT                                     143

               Trillian struggles in the web, but she's only getting herself
               more stuck. Behind her, deep in the web, Tentacles slowly
               start squirming their way towards her. Trillian feels the
               GELATIN start to MOVE. She struggles wildly. 

               Panicked. Finnegan ENTERS the room. Spots Trillian. Starts
               sloshing his way through the water. Trillian sees him coming.


               Trillian looks back. Sees the Tentacles coming out of the
               darkness of the web. Twenty feet back and closing.

                                   TRILLIAN (CONT'D)
                         Hurry!! Hurry!!

               Finnegan runs up and grabs her. Tries to pull her free. But
               she's stuck good. He looks behind her to the tentacles
               quickly closing in on her. Now fifteen feet away.

                                   TRILLIAN (CONT'D)
                         Get me out of here!!

               As she struggles, Finnegan pulls out his knife, and starts to
               hack away at the sticky webbing. Trillian tries to look
               behind her.

                         Don't look!! Push!!

               Trillian struggles with every last ounce of her strength. Now
               ten feet away.


               Finnegan hacks away with desperate urgency. Now five feet.

                         Grab my hands!!

               Finnegan plunges his hands into the goo. Trillian latches
               onto Finnegan's wrists, he onto hers. Four feet.

                                   FINNEGAN (CONT'D)
                         Push!! Push!!

               Finnegan strains, pulling, until every muscle in his body
               keens with the effort, every vein pops to the surface.
               Trillian pushes for all she is worth. Three feet...two


               With a last gargantuan effort, Finnegan yanks...Trillian
               comes tearing out of the webbing...the remnants of her gown
               doesn' the nick of time. 

               The tentacle rushes forward. Finnegan jams his pulse-rifle
               into the web and OPENS FIRE. Blasting the entire clip into
               the goo. Tearing the shit out of it. BAMBAMBAMBAMBAM!!!!!! 

               And that's when the whole ROOM starts to QUAKE. And SHAKE!
               Finnegan and Trillian both look down at their feet as they
               hear the LOWER DECKS EXPLODING UPWARD, one at a time -- BAM! 
               - BAM! -- BAM! Something is rising up through the ship. He
               grabs Trillain and pulls her toward the exit. She scoops her
               fallen pulse rifle off the floor.

                         Go! Go! Go!

               He shoves her out the door, and is about to follow when the
               door is slammed shut in his face.

                                   TRILLIAN (V.O.)

                         Get to the jet ski! Go!

                                                       CUT TO:

       144     HALLWAY - NIGHT                                        144

               Trillian stands there, pulling on the door, half naked. The
               door is bolted tight. She has not other options. She runs

                                                       CUT TO:

       145     FRISCO BAR - NIGHT                                     145

               Finnegan turns as the DANCE FLOOR and the D.J. BOOTH EXPLODE
               as SOMETHING RISES UP from below them. His eyes widen. And
               there it is -- The huge, horrible, mutated, mucus-covered,
               sucker-faced HEAD OF THE CREATURE. 

               A giant mutated protoplasm. Jutting up from a breach in the
               floor. The trunk of the Creature, the part where all the
               Tentacles come from, is below the next deck. A slimy,
               translucent MEMBRANE slowly RISES, REVEALING what appears to
               be some sort of ORGANIC LIQUID EYE. It seems to stare right
               at Finnegan, who is transfixed by the sight. A Tentacle
               slowly starts to move in on Finnegan. 

               Finnegan starts making his way around the shattered debris
               that blocks his shot. The EYEBALL-type organism follows him.
               Another Tentacle starts to move. Silently undulating through
               the water towards Finnegan. The membrane over the EYE moves.
               And another Tentacle starts to close in for the kill. They
               are surrounding Finnegan. Finnegan comes around the shattered
               D.J. booth. Faces the Creature full-on. He can't miss. He
               gives it a wicked smile.

                         Get a good look...

               In SLOW-MOTION, Finnegan lifts his pulse-rifle. It DRIPS
               WATER. He jams the gun-butt into his hip. Takes aim -- FIRES!
               But he only gets off one quick BURST before a TENTACLE LASHES
               OUT and GRABS him. JERKS him into the air. His pulse-rifle
               goes flying. Finnegan is being dragged toward the hole into
               the floor, and the death that awaits him.
               He struggles to free himself as the hole looms closer,
               closer. He is about to disappear down the hole of no return,
               when his hand comes up with his knife. He slashes the
               tentacle in two, scrambles up and heads for an open door. As
               he reaches the door, a tentacle rises up in front of him.
               Huge. Blocking his way. It's maw opens wide. A terrifying
               sight of jaws and teeth and death. About to devour him. As it
               strikes forward, Finnegan draws his shotgun, and blasts the
               vile thing to smithereens. He bolts through the door, several
               Tentacles already after him.

                                                       CUT TO:

       146     WATERSPORTS PLATFORM - NIGHT                           146

               Trillian sits up on the jet ski. She hears the GUNFIRE.

                         FINNEGAN!! COME ON!!

                                                       CUT TO:

       147     PASSAGEWAY - NIGHT                                     147

               Finnegan runs wildly down a passageway. He rounds a corner. A
               TENTACLE SIDE-SWIPES him. Hard. SMASHES him into a wall.
               Finnegan DROPS the shotgun. Hits the floor running. Another
               TENTACLES CHECKS him. Sends him SPIRALING through a hatch. 

               Finnegan TUMBLES in. Face-first. Quickly rolls over and looks
               back -- A TENTACLE LASHES in through the doorway. Finnegan
               back-pedals on his hands and feet, stumbling over various
               sports equipment. The TENTACLE homes-in on him. CHARGES
               FORWARD. Finnegan hurls himself backwards. THROWING anything
               that comes to hand at the Tentacle. A VOLLEYBALL. A WATERSKI.
               A TACKLE BOX. A FRISBEE. But onward it comes. Finnegan back
               pedals faster. Over diving gear. Scuba tanks. Fins and masks. 

               The TENTACLE RISES. About to STRIKE. 

               Finnegan backs into the wall. Trapped. He spots a SPEARGUN.
               Grabs it. 

               The TENTACLE LUNGES. Finnegan FIRES. NAILS IT. PINS IT to the
               wall. Finnegan scrambles past the furiously WRITHING TENTACLE
               and runs out of the room.

                                                       CUT TO:

       148     WATERSPORT PLATFORM - NIGHT                            148

               Trillian lifts up her feet as the jet ski touches down into
               the dark water. She frantically whispers to herself:

                         Oh my God, oh my God.

               Suddenly, twenty feet from the jet ski, SOMETHING SWIRLS
               through the water. Trillian aims her pulse-rifle at it. Eyes
               wide. Knuckles white. Breathing hard. WHAMM!! Something drops
               onto the ski behind her.

                                   TRILLIAN (CONT'D)

               She turns, ghost Finnegan.

                         I don't mean to drop in unannounced

                         Soon as I get over the heart

               Finnegan whistles. Waits. No engine goes on. He whistles
               again. Still no response. Removes his watch, gives it to

                         Three minutes...I'm not
                         matter go...


                         You don't take orders very well, do

                         I don't take orders at all.

                         This time, make an exception.

               He grabs Trillian's pulse rifle, and leaps up on the side of
               the Saipan, and scales up to the deck. Trillian watches him,
               and then looks at the watch.

                                                       CUT TO:

       149     SAIPAN PILOT HOUSE - NIGHT                             149

               Finnegan bursts in.

                         Pantucci!... JOEY!

               Then he spots something on the floor. He reaches down and
               picks it up. It's Pantucci's leather tool belt. It's been
               RIPPED TO SHREDS. Finnegan stares at it. His grip tightening.
               Tears rising in his eyes. His jaw clenching. Then he flings
               the belt aside. Filled with rage.

                                   FINNEGAN (CONT'D)
                         Time to die, motherfucker.

               Finnegan hits the ignition button. A desperate moment of dry
               cranking ...and then the one remaining engine catches,
               sputters, and fires to life.

                                                       CUT TO:

       150     FUJI MARU - NIGHT                                      150

               Trillian hears the Saipan's engine come to life. She hits the
               ignition on the jet ski. Right next to her something drops
               from the deck of the Saipan into the water. Finnegan clambers
               up in front of her. His pulse rifle still in hand.

                         Where's you friend?

                         He's not coming...

               The Saipan strains on its leashes. ENGINES GUNNING. Finnegan
               swings his rifle around. OPENS UP on the tie-lines. All the
               TIE-LINES SHRED. The Saipan starts to break free.

                                   FINNEGAN (CONT'D)
                         Hold on!

               He GUNS the ski...and it stalls. The jet ski stalls. Goes
               dead in the water.

                                   FINNEGAN (CONT'D)
                         Oh shit!!

               Nearby, the WATER SWIRLS violently. He hammers the starter

                                   FINNEGAN (CONT'D)
                         Come on!!

               The ENGINE STUTTERS. He tries again.

                                   FINNEGAN (CONT'D)
                         Come on!!

               Another STUTTER. More WATER SWIRLS, getting closer now. But
               the third time's a charm. The jet ski comes to life and
               shoots off along the side of the ship. Just as a tentacle
               comes shooting out of the water. Finnegan fires at it,
               blowing it to pieces. The last TIE-LINE SNAPS. The SAIPAN
               LURCHES AWAY from the Fuji Maru. The jammed steering-sticks
               force the rudder to turn it in a tight circle.

       151     FAST:                                                  151

               Finnegan bears down on the handlebars of the jet ski. Pedal
               to the metal. Looking straight ahead. Trillian holds on for
               dead life. Suddenly, a WAVE EXPLODES in front of the jet ski.
               Finnegan cranks the handlebars. The JET SKI SLEWS SIDEWAYS.
               The Saipan starts to arc around. The WARHEAD gleams in the
               MOONLIGHT. Dripping water. Finnegan HAULS ASS away from the
               Fuji Maru. ENGINE ROARING. Throwing water. Another WAVE
               EXPLODES. A tentacle rears up. Right in front of the jet ski.
               Finnegan and Trillian lean hard. The JET SKI SKIDS sideways
               across the water.

               BOUNCING HARD.

               Trillian can't hold on. Flips off the back. Skips across the
               water. Finnegan ROARS away. A tentacle hard on his ass.
               Trillian pops to the surface. Treads water. Panicked. Watches
               Finnegan and the jet ski leaving her behind. Finnegan looks
               back at Trillian. Bobbing in the water. The he looks at the
               Saipan. Continuing its arc. Its deadly payload racing for the
               Fuji Maru. Finnegan CRANKS the HANDLEBARS. SMASHES through a
               wave and heads for Trillian. Trillian sees him and swims
               hard. The SAIPAN ROARS straight at the Fuji Maru. The warhead
               perfectly positioned to strike its hull. Only fifty meters
               away. Now forty. Now thirty-five.

       152     FASTER:                                                152

               Finnegan cuts the motor of the jet ski. Slides up next to
               Trillian. Grabs her by her arm. Rips her out of the water.
               Throws her onto the back of the jet ski. Just as a tentacles
               rises up, lashing out. He GUNS IT. SMASHES through the waves.
               The WARHEAD SPLASHES through the water. The jet ski hauls

               ENGINES WHINING OUT.

               Faster and faster. A HUGE GEYSER OF WATER EXPLODES in front
               of the jet ski. A tentacle slaps down hard. Finnegan cuts
               hard. Too late. The JET SKI RAMPS through the geyser.
               They and the JET SKI TUMBLE and SPLASH across the water. The

               Twenty-five meters away from hitting the Fuji Maru. No twenty
               meters away. Now fifteen.

               Finnegan pops to the surface. Looks around. Can't find
               Trillian. He DIVES under the water. His POV: Tentacles
               converging on him from the murky depths. The "retrieve"
               feature that's on all jet skis forces it back around towards
               where Finnegan and Trillian fell off. Finnegan BURST to the
               surface. Holding Trillian. She looks nearly lifeless. The jet
               ski heads right at them. Finnegan swims for it. Dragging
               Trillian. As tentacles converge from all sides. 

               The JET SKI is suddenly SUCKED under the water! Swallowed
               whole. Finnegan quickly reverses. Backstrokes like mad. The
               WARHEAD SLICES through the water. Now only ten meters away
               from hitting the Fuji Maru.

               Now nine meters away. Now eight. Seven. Six. Five.

       153     GO INTO SLO-MO NOW AS:                                 153

               Finnegan paddles hard. Sucking in as much water as he is air.
               A TENTACLE RISES UP out of the water. Looms above Finnegan
               and Trillian. Dripping water. About to strike. There's
               nowhere to hide. Finnegan paddles harder.

       154     COME OUT OF SLOW-MO AS:                                154

               The TENTACLE starts its DOWNWARD LUNGE. And that's when the
               SAIPAN RAMS the Fuji Maru. The WARHEAD SLAMS into its hull.


               The SAIPAN EVAPORATES.

               METAL FLIES.

               WATER SPRAYS.

               FIRE FILLS the night sky. The TOP DECK of the Fuji Maru
               CARTWHEELS across the waves. The Tentacle above Finnegan
               drops like lead. And just lies there. Quivering. Another
               EXPLOSION. LIFTS the remains of the FUJI MARU out of the sea.
               Sends shock waves across the water. 

               Blows Finnegan's hair back. He swims on. Towards the island.
               Pulling Trillian. The remains of the SAIPAN and the FUJI MARU
               SMOLDER and SINK. BUBBLES EXPLODE to the surface.
               A couple dozen small FIRES dot the waves. WATER SIZZLES and
               STEAMS. SMOKE drifts into the night sky. Debris coats the

                                                    SLOW DISSOLVE TO:

       155     BEACH - SUNRISE                                        155

               Finnegan and Trillian crawl out of the water and up onto the
               beach of the island. 

               They collapse next to each other. Finnegan is exhausted.
               Trillian coughs up seawater. They both turn and look out to
               sea, and the rising sun. Trillian reaches into her bra, and
               pulls out the egg sized diamond. She holds it up. The sun
               refracts off it brilliantly... 

               Trillian looks at the diamond, looks around at the picture
               perfect island, the picture perfect sunset...and then she
               heaves it as far as she can into the sea. For the first time
               since they know each other there is nobody around. No people.
               No tentacles. And when they look at each other, something
               else comes to mind besides survival. 

               Finnegan moves towards Trillian. Trillian moves towards
               Finnegan. Their lips move closer, closer... 

               And then, down by their feet -- SOMETHING EXPLODES OUT OF THE
               WATER! Scares the shit out of them. The audience too.

               But it's just Pantucci. Looking waterlogged and shell-
               shocked. Coughing up half the sea. Finnegan and Trillian help
               him to his feet.

                         Was it the water in my eyes or were
                         you guys about to...


                         Because it's cool, you know, I can
                         always take a walk or something
                         down the beach...


                         Or I could go for a
                         swim...although, I gotta tell
                         you...if I never get in the water


                don't have to beg me
                         ...I'll stick around...

               And then they head the most gut-wrenching, spine-tingling,
               teeth- shattering ROAR ever. Pure primeval. Like no sound or
               animal or thing we've ever hear beofre. Coming from DEEP
               WITHIN THE ISLAND.

                                   PANTUCCI (CONT'D)
                         Or maybe not...

               Finnegan, Trillian, and Pantucci slowly turn and look INLAND.
               We BEGIN TO PULL BACK as they all stand up. MORE STRANGE

               WE KEEP PULLING BACK. REVEALING more of this creepy-looking
               island. And leaving our three heroes stranded on the beach. 

               WE KEEP PULLING BACK. REVEALING pieces of the smoldering
               ship. Nearly the whole island is VISIBLE now. Dark jungles.
               Craggy mountains. Maybe the scariest-looking place on earth.

                                   FINNEGAN (V.O.)
                         What now...

               The "THING" ROARS again. It's hellacious. 

               AND WE CUT TO BLACK.

                                         THE END