THX 1138

                                     Screenplay by

                             George Lucas and Walter Murch





























                                                           Shooting Draft







               BLACK:

               Barely audible, an organ plays a haunting theme.  The title 
               credits appear.

               They are simple green lettering on a black background.

               1.  BLACK

               T.V. MONITOR

               Point of view from inside a small medicine cabinet.  The 
               door is opened creating a low hum, and throwing light on 
               THX 1138, a man about thirty-five years old.  He has a 
               closely shaved head: which makes him appear bald.  The 
               image is distorted as seen over a TV monitor.

                                     MALE VOICE
                         What's wrong?

               THX takes a bottle of blue pills out of the cabinet and 
               talks directly into the camera.

                                     THX
                         Nothing.....nothing really.  I 
                         just feel kind of lousy.  I need 
                         something stronger.

                                     MALE VOICE
                         If you have a problem, don't 
                         hesitate to ask for assistance.

               CALL 348-853

                                     THX
                         Yes.....Thank you, I'll be all 
                         right.  I'm all right.

               He takes two of the pills and returns the bottle the 
               cabinet.

                                     FEMALE VOICE
                         For more rapid results use your 
                         new D code on your Mercicontrol 
                         card.

               Thank you.

               THX closes the cabinet.

                                     BLACK
                         T.V. MONITOR

               The door to the cabinet begins to open - hesitates - then 
               closes.

                                     MALE VOICE
                         What's wrong?

               The door opens revealing LUH 3417, a 20 year old woman, 
               also with a closely shaved head.  She is nervous and 
               struggle to maintain her composure.

                                     MALE VOICE
                         What's wrong?

               LUH takes the bottle of pills THX has just consumed and 
               becomes frightened.

                                     LUH
                         ....never mind.  I'll replace these 
                         later.

               She slams the door closed.

               BLACK

               HOLOGRAM ROOM

               CLOSE ANGLE

               A bald man dressed in white, huddles in a bare, dimly lit 
               room, Two large leather clad policemen beat the man with 
               long chrome nightsticks, making a dull thudding sound.

               BATHROOM

               LUH also dressed in white stands in the corner of a very 
               small bathroom.  It is very modern, with many fixtures not 
               in an ordinary bathroom; outstanding of these is a small 
               medicine cabinet with a small sign on the face which reads:

               SEDATION SP9, USE WHEN NECESSARY.

               CLOSE ANGLE

               She stands facing the wall.  She is crying.  The thudding 
               sound of the policemen can be heard in the background.

               MED ANGLE

               LUH stops crying, drys her eyes and looks into the mirror.  
               She regains her composure and pores the pills down the 
               toilet.  The camera TRACKS with her as she walks into the 
               mainroom.  She passes by the Hologram room where the 
               thudding sounds of the policemen are originating.

               MAINROOM

               LUH enters the small, white, plastic looking room.  One 
               wall is filled with small compartments.  She opens one of 
               the cabinets and pushes a series of buttons; which light 
               up.

               CLOSE ANGLE

               LUH sits for a moment having now regained control of 
               herself.  She takes a cellophane packet of pills out of 
               one of the compartments and carefully removes the pills 
               and replaces them with pills from her pocket.  She puts 
               the packet back into the compartment.  She becomes aware 
               of the sounds of the policemen in the Hologram room.

               HOLOGRAM ROOM

               FULL ANGLE

               The room contains two over-stuffed reclining chairs, with 
               control panels on the arms.  THX is sitting in one of the 
               chairs watching the policemen beat the huddled man.  LUH 
               enters and stands by the doorway, slightly repulsed by the 
               beating.  THX is aware of her presence, but neither speak.

               CLOSE ANGLE

               Upon closer inspection, we see the policemen have smooth 
               chrome faces and are actually robots.

               MED ANGLE

               THX reaches for the volume knob and twists it up one notch.  
               Another robot appears beating the man.  LUH walks over and 
               sits in the vacant chair.  She fidgets nervously.

                                     LUH
                         You ought to eat.

               THX looks over to her, but does not respond.  LUH reaches 
               for the volume knob, and turns it down, one of the policemen 
               disappears.

                                     LUH
                         I started your dinner for you.

               It's probably ready by now.

                                     THX
                         I'm not hungry.

                                     LUH
                         Well it's fixed, so you'll have to 
                         eat it.

               LUH  becomes angry.

                                     LUH
                         No, your going to eat it, or it 
                         will go to waste.

                                     THX
                         What's the matter with you?

               LUH turns back to watching the policemen.  THX sits quietly, 
               and after a few moments, he gets up and leaves the room.  
               LUH immediately flips the switch on the arm of the chair.

               An intense flash of light fills the room and gives way to 
               a naked negro female mannequin, with no genitals, dancing 
               exotically to driving, sensual afro-electronic music.  She 
               flips the switch again, and the flash fades into a 
               newscaster comfortably seated in a chair directly across 
               from her.  He is dressed in white, and his head is closely 
               shaven; as are all of the people in this society.

                                     NEWSCASTER
                         ....in the constant striving for 
                         perfection in the AIA.PB848's which 
                         have been built this year.  Five 
                         felons have been caught fleeing 
                         rehabilitation center dd2.  All 
                         five have been  undergoing treatment 
                         for drug offenses, two of the felons 
                         were products of the sex act, the 
                         other three....

                                     LUH
                         What?

                                     NEWSCASTER
                         Two of the felons are products of 
                         the sex act, the other three are 
                         from reproduction clinic nineteen.  
                         The quintet escaped from compound 
                         545 and were all subsequently 
                         destroyed. Reports indicate....

               THX returns to his chair carrying his dinner on a tray.  
               The food looks like multi-colored foam rubber.

                                     THX
                         What's this?  Why did you change 
                         it?

                                     LUH
                         You've seen enough.

                                     THX
                         You know I don't feel well.

                                     LUH
                         Eat your dinner.

               LUH flips the switch revealing a drama involving two male 
               negro mannequins standing next to a low, sleek car with a 
               massive, complicated jet engine on the back.

                                     MANNEQUIN ONE
                         ....and then my request for new 
                         arms and legs finally came through.

                                     MANNEQUIN TWO
                         Well that's great then.

                                     MANNEQUIN ONE
                         No.  It's terrible.  I ordered two 
                         arms and a new leg, and they sent 
                         me two legs and a new arm.

               Raucous canned laughter is inserted as the two mannequin 
               get into the autojet.

                                     CLOSE ANGLE
                         THX is expressionless.

                                     THX
                         That was very funny.

                                     LUH
                         What?

               OBSERVATION CELL

               We view THX in an OPERATING ROOM via a TV monitor.  He is 
               working at an electronic control panel in a small glass 
               boot.  He manipulates two mechanical hands working on the 
               disassembled body of a chrome policemen.

               The CAMERA PULLS BACK, to reveal several monitors which 
               scan other operating rooms.  In another row are sedation 
               cabinets, mostly black, because the boxes are closed.

               FULL ANGLE

               We now see many rows of TV monitors, surrounded by gages, 
               dials, and switches.  Two workers are sitting at the control 
               board facing the monitors.  We recognize LUH as one of the 
               workers.  A man, SEN 5241, is the other operator.

               MED ANGLE

               This is an observation cell, where all phases of life are 
               under continual surveillance.  LUH operates the controls 
               at her panel and types what she observes into a computer.  
               On one of the monitors is a man in a bathroom alcove similar 
               to the one we saw in THX's home.

                                     VOICE
                         What's wrong?

               The man is hysterical and screams at the monitor.

                                     MAN
                         Help me.....HELP me.....

                                     VOICE
                         What's wrong?

               The man takes the pills out of the cabinet and begins to 
               eat them a hand full at a time.

               CLOSE ANGLE

               LUH is tense and pre-occupied.  She reacts by pushing a 
               button which programs a new recording.

                                     VOICE
                         Take four red capsules, in ten 
                         minutes take two more.  Help is on 
                         the...

               LUH reports the incident into the computer.  The image on 
               the monitor observing one of the operating rooms is shaken, 
               and turns white as though there has been an explosion.  
               THX continues his work and is oblivious to what has 
               happened.

               MED ANGLE

               LUH has slipped into a daydream.  SEN notices the accident 
               and studies LUH for a few moments.  Suddenly a voice cackles 
               over the intercom.

                                     INTERCOM VOICE
                         Concourse 5.....Cross 3.....Monitor 
                         concourse 5.....3417 are you there?
                         Relate....relate.....

               LUH awakens from her trance, and fumbles, to discover what 
               has happened.  She presses buttons that spread the accident 
               among five monitors.

                                     CLOSE ANGLE
                         LUH reaches for a container of 
                         yellow pills, she thinks for a 
                         moment, then returns the pills to 
                         the container.  On the monitors 
                         there is much confusion in the 
                         destroyed passageway.  People move 
                         along the corridor to get a better 
                         look at the accident.  LUH pushes 
                         a button and a tape activates.

                                     TAPE VOICE
                         Do not enter this area without 
                         consuming j23.  This is a traumatic 
                         area.  Do not enter this area 
                         without....

               Policemen are seen carrying parts of bodies out of a 
               destroyed operating room.

                                     INTERCOM VOICE
                         Radiation suppress.  Seal chamber 
                         5G, seal chamber 5G.  Exterminate 
                         occupant.

               On the monitors, LUH watches a man bang on the door to his 
               work cell.  Slowly he fades, collapses, and dies.  As she 
               watches the disaster scene, tears come to her eyes.  She 
               dries them quickly and glances at SEN to see if he has 
               noticed her.  He is busy typing a report.  A voice brings 
               her back to the monitors.

                                     MALE VOICE
                         What's wrong?

               A man from an industrial section is on one of the TV 
               monitors, screaming hysterically.  There are flames and 
               smoke in the background.

                                     MAN
                         Fire in sub-station 35k, command 
                         13, we've got 73 men down here...

               LUH quickly punches a button on the tape respond panel.

                                     VOICE
                         You are a true believer, blessings 
                         of State, blessings of the masses 
                         Thou art a subject of....

               LUH is taken by surprise, and fumbles for the retract 
               button.

               There is a moment before the correct tape is heard,  SEN 
               looks up at LUH, who is unaware she is being watched.

                                     VOICE
                         Stay calm, correct procedure is 
                         essential.  Do not fail to remove 
                         auxiliary command circuit before 
                         evacuation.  Vacuum detail and 
                         suppression units for your area 
                         have been notified and are on their 
                         Way.

               LUH finishes typing her report and becomes aware that SEN 
               is watching her.  She looks up at him, and he quickly goes 
               back to work.

               PRAYER BOOTH

               THX sits in a small cube which features a desk facing a 
               large photograph of the prophet OMM.  The image is similar 
               to a renaissance painting of Jesus.

                                     VOICE
                         My time is yours, go ahead.

               THX mumbles a short prayer; which is cut short by the 
               recorded voice.

                                     VOICE
                         Very good, proceed.

               THX is uneasy, and fumbles for the right words.

                                     THX
                         Well.... I slipped on a T5 transfer 
                         this morning.  It's never happened 
                         before.

               I wasn't concentrating enough.  Things haven't been.....

                                     VOICE
                         Yes.

                                     THX
                         ....going well.  How could I be so 
                         wrong. (pause) SCO 1202 cross wired 
                         a 904.  He's been receiving extra 
                         credit.  He offered me some.

               But you must already know about that....Why do I bother 
               you with such.....

                                     VOICE
                         Yes

                                     THX
                         I did not accept any.
                              (Pause)
                         I...  I wanted... to.  But I didn't.
                         You know I didn't.  Don't you?

               There is a pause as THX waits for an answer.

                                     VOICE
                         Yes.

                                     THX
                         My mate has been acting very 
                         strange.  I can't explain 
                         it.....but.  I haven't been feeling 
                         very well myself.  I don't know, 
                         maybe it's me.  I needed an SP9 
                         last night.  I feel as if something 
                         odd were happening to me. 
                         Something....

                                     VOICE
                         Yes.

                                     THX
                         I can't understand.  The 
                         sedatives....

               THX pauses, and trys to think of what he wants to say.

                                     THX
                         ....I'm taking SP5, but it doesn't 
                         seem strong enough.  I have a hard 
                         time concentrating.  Please forgive 
                         me, I slipped on....

                                     VOICE
                         You are a true believer.  Blessings 
                         of the state, blessings of the 
                         masses.  Thou art a subject of the 
                         divine.  Created in the image of 
                         man, by the masses, for the masses.  
                         Let us be thankful we have an 
                         occupation to fill.  Work hard; 
                         increase production; prevent 
                         accidents, and be happy.

               THX slumps, exhausted by the effort of communicating with 
               OMM.

                                     SCHEDULING OFFICE
                         THX is in a large hall, crossing 
                         over to a bank of small boxes along 
                         the wall.  He attempts to open one 
                         of the boxes with a plastic badge 
                         from his lapel, and struggles for 
                         a moment before finally getting it 
                         open.  He pushes some buttons inside 
                         the box, then closes it.  He is 
                         very tired; almost unable to cope 
                         with the trivia of daily life.

                                     MED ANGLE
                         THX turns around to leave and is 
                         confronted by LUH, who has been 
                         standing directly behind him.  She 
                         is holding a punch card.

                                     THX
                         What do you want?......

               LUH stares at him without answering.

                                     THX
                              (Glancing at the 
                              card)
                         What did you get?

                                     LUH
                         I have to see SEN.  I've just been 
                         given a shift change.

                                     THX
                         When?

                                     LUH
                         Now.

                                     THX
                         Now?

                                     LUH
                         He wants me to come to his quarters.

                                     THX
                              (Glancing at the 
                              boxes and pointing)
                         A shift change should come through 
                         the scheduling office.

               Why should he want to see you?

                                     LUH
                         I don't know.

                                     THX
                         Don't go.

                                     LUH
                         I have to... he's a G-34

                                     THX
                         You don't have to... I don't trust 
                         him.  You ought to file a report.

                                     LUH
                         No, don't make trouble.  It's 
                         nothing.

               THX is becoming confused and exasperated.

                                     THX
                         Then why did you bring it up?

                                     LUH
                         I didn't.  You asked me about the 
                         card.
                              (Pause)
                         You're going to get us into trouble.

               LUH starts to move off.

                                     THX
                         I haven't done anything.

                                     LUH
                         Don't be so sure.

               LUH quickly disappears into the crowd.  THX rests against 
               the wall; the noise and the crowding people are almost too 
               much for him.

               A chrome robot and a man, both dressed in bright yellow, 
               pass by engaged in conversation.  A moment later, a man 
               drops his computer card and is trampled trying to retrieve 
               it.

               THX is seen on a TV monitor.  He is unable to withstand 
               the crowd and moves off screen down the passageway.

               REST PLAZA

               THX moves to a large door with a sign reading REST PLAZA.  
               He opens the door and enters a small room lined with benches 
               and filled with old people sitting and staring at one 
               another.  As THX enters, they all turn and stare at him.

               CLOSE ANGLE

               THX searches for a vacant bench and begins to feel very 
               uncomfortable.  Finally, he turns and leaves.

               11.   HOLOGRAM ROOM, THX'S QUARTERS

               The faint sound of a heartbeat grows louder as a pulsating, 
               round, red blurr slowly appears in the center of the room.  
               THX is sitting alone in the overstuffed chair.

               The red ball descends from the ceiling and surrounds THX's 
               abdomen as he takes two capsules out of a compartment in 
               the arm of the chair and swallows them.

               THX flips a switch on the arm of the chair; an intense 
               flash of light fills the room and gives way to a naked 
               negro female mannequin making erotic movements to the beat 
               of a driving afro-electronic song.

               THX undergoes the physical movements of a sexual experience.

               After he reaches his climax, he relaxes, breathing deeply, 
               resting for a moment as the mannequin continues to gyrate 
               and the red ball fades away.

               THX flips the switch several times.  A series of images 
               flashes through the room: a chrome policeman beating a man 
               to death; a newscaster; a matronly woman discussing drugs; 
               a male mannequin; and finally two men sitting behind a 
               long table.  Only one man speaks, the other listens 
               attentively, occasionally looking from THX to the speaker.

                                     MAN
                         ....to stimulate the arithmetical 
                         and logical processes as an 
                         extention of the 5141.  Never before 
                         have we been so contented, never 
                         before has life been so 
                         satisfying...  there is a jump in 
                         the man's movement - a reminder 
                         that he is only a hologram. 
                         ...so satisfying.  A referendum of 
                         bliss, a fabrication of 
                         gratification sustained by the 
                         benevolence of authority...

                                     THX
                         What?

               The man disappears for a moment, then pops back.

                                     MAN
                         a referendum of bliss, a fabrication 
                         of gratification sustained by the 
                         benevolence of authority...

                                     THX
                         That's not what I meant.

                                     MAN
                         ...the inadequacies of the human

               personality are rapidly being overcome by the social 
               processes of advancing technology.  Component lowness, a 
               sophisticated stimulation is the answer.  The humanity of 
               authority is proudly contemporary.

               Control through companionship, combined with economic 
               advantages of the mating structure far surpasses any 
               disadvantages in increased perversions.  A final...

               THX hears something in the other part of the house.  He 
               jumps up, standing in the middle of the silent man.

                                     THX
                         LUH?

                                     MAN
                         ...an infinite translate in 
                         mathematics of tolerance and charity 
                         among artificial memory devices is 
                         ultimately binary.  Stimulating...

               THX flips off the hologram and the two men fade away, 
               leaving the room dark and empty.

                                     THX
                         LUH?  is that you?

               THX walks into the main room, then into the bedroom

                                     THX
                         LUH?

               He stands alone, disappointed and puzzled.  He ponders the 
               events of the day, makes a decision, and leaves.

               SEN'S QUARTERS

               A group of men are loading multi-colored boxes containing 
               personal effects onto a cart.  THX stops at the doorway, 
               hesitant to go inside.

               The room is in a state of confusion as the effects are 
               checked against a master list by an extremely mannish woman.  
               THX finally moves past them and into the residence, looking 
               for SEN.

                                     WOMAN
                         sealed personal effects:  3 
                         styrenes; an occupational syntax; 
                         a red magna base - old style; a 
                         box of neons; a variation; 23 hunter 
                         portapods.

               SEN is in his section of the bedroom, noticeably annoyed 
               at the intrusion.  THX enters and stands just inside the 
               entry, staring at SEN.  SEN becomes aware of THX and begins 
               to stare back.  THX becomes more and more uncomfortable.

                                     SEN
                         Well?

               THX says nothing.  SEN suddenly recognizes him and stands 
               up.

                                     SEN
                         It's you, come in, come in...you 
                         know, this is really odd.  I was 
                         just thinking about you.  What in 
                         the world are you doing here?

               THX does not answer.  SEN studies him for a moment.

                                     SEN
                              (pointing to the 
                              other room)
                         For the moment, I thought you were 
                         one of the others.  You look much...  
                         different - in person.

               SEN sits down.  THX remains standing, staring expressionless 
               at SEN.  There is another pause.

                                     SEN
                         Sit down, why don't you?....(THX 
                         does not sit) Anyway... I must 
                         apologize for all this chaos.  
                         They materialized this morning and 
                         it's been going on all day.  Well, 
                         it's cross I have to bear - the 
                         roommate was destroyed, you know.

               SEN looks at THX, but sees no reaction.

                                     SEN
                         No...I guess you wouldn't.
                         Terrible inconvenience.  I could 
                         never understand why it all must 
                         be created and filed if it's going 
                         to be destroyed anyway.  When I 
                         pass on, I certainly don't want 
                         anyone going through my things.... 
                         It's a strange life.
                              (Pause)
                         I really cannot understand why you 
                         don't sit down.

               SEN goes into the bathroom alcove and takes a pill.  THX 
               sits on the edge of the bed.

                                     SEN
                              (off-screen)
                         You never answered my question.

               SEN returns to the bed and sits down on the other end from 
               THX.

                                     SEN
                         Well, at least you're sitting 
                         down...  You must excuse my going 
                         on like that.... with ONA gone I 
                         feel as if I have no one to talk 
                         to.  You're perspiring, aren't 
                         you?  My goodness, it's not very 
                         hot in here.  Are you sick?

               SEN backs off a bit.

                                     SEN
                         I'm sure it's warmer in her than 
                         outside, though.  I haven't been 
                         out yet, but it usually is...the 
                         control is fouled...
                              (Pause)

                                     THX
                         Where is LUH?

                                     SEN
                         What?

               The woman taking the inventory interrupts their 
               conversation.

                                     WOMAN
                         Count concluded.

               SEN hands her the plastic badge on his lapel.  She slips 
               it into a small box and returns it, with a slip of paper.

                                     WOMAN
                         You must keep this.

                                     SEN
                              (taking the slip)
                         Yes, of course.

               The woman leaves.

                                     SEN
                         They really smell.  It's disgusting.  
                         Did you notice it?

               THX glares silently at SEN.

                                     THX
                         Why did you have LUH come here?

                                     SEN
                         Why are you so concerned?

                                     THX
                         What's going on?

                                     SEN
                         I want you for my roommate.

                                     THX
                         Where's LUH?

                                     SEN
                         It will be good for both of us.  
                         I've got it all arranged.

               THX is having difficulty dealing with this turn of events.

                                     THX
                         I don't understand.  
                         Living....selection is computed.  
                         You can't... What have you done to 
                         LUH?  She was here..

                                     SEN
                         We had a long talk and she agreed 
                         that it would be a good idea for 
                         you to switch.  She felt that you 
                         had not been accurately mated to 
                         her in the first place... You're 
                         upsetting yourself.  Would you 
                         like something?

                                     THX
                         You're in violation.

                                     SEN
                         Don't say that.  You look...  You're 
                         not well.

               THX is confused and preoccupied.

                                     SEN
                         I know what you're thinking...  
                         Program shifting isn't that major 
                         a crime is it?
                              (pause)
                         LUH is a problem for you.  I've 
                         watched her during work.  She's 
                         been acting very strange.

               THX stands up and starts for the door.

                                     SEN
                         I won't have another mate like 
                         ONA.  You rate very high in 
                         sanitation.  I've checked.  In 
                         fact, I am surprised that you were 
                         ever matched with LUH.  Her ratings 
                         are very erratic - you know what I 
                         mean.  We'll be happy.

                                     THX
                         I don't feel well.

               THX leaves.

               PRAYER BOOTH

               THX is in a city plaza prayer booth.  The face of Jesus 
               stares down at him.

                                     THX
                         ....with me?  What am I to her or 
                         she to me?  Nothing.  She's an 
                         ordinary roommate.  I..I share...

                                     VOICE
                         Yes...

                                     THX
                         ...rooms with her.  Our relationship 
                         is normal, conforming.  We share 
                         nothing but space.  What is she 
                         doing to...

                                     VOICE
                         Yes...

                                     THX
                         ...to me.  I think I'm dying.

               THX is experiencing extreme stomach cramps.

                                     VOICE
                         You are a true believer.  Blessings 
                         of the state.  Blessings of the 
                         masses.  Thou art a subject of the 
                         divine.  Created in the image of 
                         man, by man, for man.  Let us be 
                         thankful we have commerce.  Buy 
                         more.  Buy more now.  Buy more and 
                         be happy.

               THX throws up on the floor of the booth and seems to feel 
               better for it.  The Mercicontrol card appears, and the 
               concluding voice is heard as THX feebly gets up and leaves 
               the booth, allowing another man to enter.

               COMMERCIAL PLAZA

               THX is in a store.  He buys a bright colored three-
               dimensional hexagon, pays for it with his legal badge placed 
               in a machine.

               In the next stall man is banging on the credit card machine.

               THX pays no attention.

                                     MAN
                         Idiot machine!  Someone ought to 
                         fix this machine!

               A chrome policemen comes and takes the man away.  THX is 
               suddenly hit by another wave of nausea, and leaves the 
               plaza quickly.

               THX'S QUARTERS

               THX enters, holding the hexagon in one hand.  The rooms 
               are dark

                                     THX
                         LUH?

               He turns on the lights and pauses, waiting for an answer, 
               then continues in and places the box on the kitchen table.

               THX enters the bathroom and closes himself inside a 
               rectangular glass box.  Air rushes in through a series of 
               nozzles, and he is dry-cleaned, clothing and all.

               MED ANGLE

               THX enters the kitchen, notices the hexagon, and places it 
               inside the product consumer - small, oven-like appliance 
               that destroys it instantly.  He moves slowly, trying to 
               keep from becoming sicker.  He opens one of the kitchen 
               cabinets, presses some buttons inside, and sits down at 
               the table.  He is shivering uncontrollably and breathing 
               hard.

                                     THX
                              (to himself)
                         I need help.

               He stumbles out of his chair and feebly makes his way into 
               the bathroom alcove.  As he passes the hologram room, we 
               see a figure standing in the shadows.

               THX is extremely ill and on the verge of losing 
               consciousness.

               He reaches for the sedation cabinet, but collapses just as 
               he opens it.

               TV IMAGE

               The bathroom alcove appears empty.

                                     VOICE
                         What's wrong?

               LUH APPEARS ON THE SCREEN

                                     LUH
                         Nothing.  I was looking for my 
                         tenser.  I'm sorry.

                                     VOICE
                         If you have a problem....

               CLOSE ANGLE

               LUH closes the sedation cabinet and drags the unconscious 
               THX into the bedroom and puts him on the bed.

               She sits, quietly, looking at him.  Cautiously, she brings 
               his hand to her cheek.  A slight smile crosses her face.

               16.   MAIN ROOM, THX'S QUARTERS

               THX is laughing hysterically.  As soon as he starts to 
               gain control of himself, he breaks out laughing again.

               LUH has taken a spherical piece of food from her tray and 
               is bouncing it on the table.  She is laughing, herself, 
               but still trying to keep control of the ball.

                                     THX
                              (laughing very hard)
                         Violation...violation...You're 
                         bouncing in...violation..

               This makes them laugh even harder and LUH loses the ball.  
               They both dive for it and wind up face to face under the 
               table.

               Eventually, they stop laughing.

                                     THX
                         I've never been under the table 
                         before.

                                     LUH
                              (pointing at the 
                              underside of the 
                              table)
                         Look,dirt!

                                     THX
                              (mocking)
                         That's not dirt...Can't be dirt..
                         Dirt is a violation.

                                     LUH
                         Looks like dirt.

               THX picks up the red food ball and holds it up at LUH.

                                     THX
                         Look, food!

                                     LUH
                         That's not food.  Can't be food.

                                     THX
                         Looks like food.

               THX takes a bite out of it and grimaces.

                                     THX
                         Tastes like food.

               He scrambles out from underneath the table and tosses it 
               in the product consumer.  It disappears instantly.

                                     THX
                         Produced to be consumed!

               LUH goes over to the table and scoops up the rest of the 
               food.

               She begins tossing it into the product consumer.

                                     THX
                         Hey!  Wait a minute.  Not all of 
                         it.  I'm hungry.

               She begins to break out laughing, throwing the food into 
               the consumer as fast as she can.  THX starts for her and 
               she begins throwing the food at him.

               THX catches her by the foot and pulls her to the floor.  
               They roll around playfully, laughing hysterically all the 
               time.

               Slowly and subtly, their play becomes more violent and 
               sadistic, although they keep on laughing.

                                     LUH
                              (laughing)
                         The pain, no...the pain, I can't 
                         stand it.

               LUH turns on THX, pinning him to the floor.  She sits 
               astride him, holding his arms.

               They are both out of breath and panting heavily, confused 
               by a slowly increasing awareness of each others sexuality.

               LUH slowly releases THX's arms and sits up.  She gives a 
               last, embarrassed giggle and then falls silent.  They stare 
               at each other.

                                     THX
                         Why?

               LUH sits silently, showing no response.

                                     THX
                         Why did you do it?  It's wrong....  
                         we're wrong.  We're felons now.

               You know it can't last very long; they will discover us, 
               and they will destroy us.

               LUH is hurt and begins to cry.

                                     THX
                         Now...now, I'm sorry...don't -
                         don't....please.  It's just...
                         I was happy.  Why get me involved?  
                         You told SEN that you weren't 
                         satisfied with me.

                                     LUH
                         What?...Oh, no, THX.  That's not 
                         true.
                              (she embraces him)
                         Not satisfied?  THX, I need you so 
                         much.

               THX attempts to comfort her.  He is awkward and 
               uncomfortable.

                                     LUH
                         I was so scared...I didn't know 
                         what would happen with you...once 
                         I started.  I almost let you go on 
                         so many times.  It will be worth 
                         it, together.  When I was alone, I 
                         knew.

                                     THX
                         But it's so hopeless...you're so 
                         beautiful.

               LUH smiles and sniffles.  They kiss:  an awkward first 
               kiss.

                                     THX
                         What time is it?

                                     LUH
                         What?

                                     THX
                         I said what time is it?  How long 
                         was I out?

                                     LUH
                         It's 3+27 hundred

                                     THX
                         Three!  I'm going to be late for 
                         my shift.

                                     LUH
                              (holding him)
                         No!  Don't go.

                                     THX
                              (getting up)
                         They'll come for me right away if 
                         I'm not there.  I have to go.

                                     LUH
                         Don't take anything.

                                     THX
                         I'll try.

                                     LUH
                         Promise...please don't THX leaves 
                         the room.

               PASSAGEWAY

               LUH is frightened as she hurries down the endless white 
               hallways.  When she reaches the corridor exit for THX's 
               operating room, she stops.  She feels conspicuous waiting 
               in the hallway.

               A group of men, carrying little white boxes, are leaving 
               the operating room.  THX is in the group.  He sees LUH and 
               goes over to her.

                                     THX
                         What are you doing here?  Is 
                         anything wrong?

                                     LUH
                         No....I though 
                         (Pause)
                         I'm afraid.

                                     THX
                         You're not cleared for this 
                         precinct.  Let's cross over first.

               THX motions her down the hallway, and he falls in step a 
               few paces behind her.  LUH speaks to her without turning 
               around.

                                     LUH
                         You slipped on a T297 transfer 
                         just before lunch, didn't you?

                                     THX
                              (not wanting to 
                              talk)
                         What?

                                     LUH
                         On the cervix transfer, you almost 
                         lost the T297.

               Some men in colored uniforms pass them walking in the other 
               direction.  THX is silent until they are gone.  THX and 
               LUH pass through a series of doors and into another 
               precinct.  THX is angry.

                                     THX
                         What do you think you're doing?
                         You're going to get us arrested.

                                     LUH
                         But...you...

               She falls silent as they walk through the empty cold 
               hallways.

                                     THX
                         I can't work this way.  I need 
                         something.  I'm losing control.

               LUH struggles to remain calm.

                                     THX
                         I can't go on like this.  I 
                         can't....  I don't just sit around 
                         and watch people.  If I make a 
                         mistake, it's all over.  You see 
                         it every day.
                              (Pause)
                         Do you want to see me taken away 
                         in pieces?

                                     LUH
                         I don't want to lose you.

               BLACK

               18.   CATHEDRAL

               A yellow eight burns through the blackness.  A low voice 
               is heard performing a ritual.

                                     VOICE
                         ....and it all happened so slowly 
                         that most men failed to realize 
                         that anything had happened at all.

               The interior of a cathedral is slowly revealed.  Many people 
               are kneeling before the eight, and a monk in white robes 
               is performing a rite.

                                     VOICE
                         They had never known what all know 
                         within, that to know is not to 
                         know, not to know is to be known.

               To change is to circle without end.

               THX and LUH are kneeling, solemnly involved in the service.

                                     VOICE
                         To remain still is to flow with 
                         the will of OMM.  The breath of 
                         OMM is infinitely slow, yet he 
                         breathes.

               Avail thyselves!  OMM moves!  OMM flows!....Let us pray.

               CLOSE ANGLE

               The voice recites a chant, and the congregation repeats 
               it.

               THX watches LUH as she repeats the chant.  He is moved.

                                     VOICE/CONGREGATION
                         Before OMM was OMM, after OMM will 
                         be OMM, within OMM is OMM, without 
                         OMM is OMM.  OMM is one.  We are 
                         one, Mass is one, All are one....

               THX leans over and whispers in LUH'S ear.

                                     THX
                         I don't want to lose you.

               LUH turns and smiles, taking his hand.  There are tears in 
               her eyes.  He smiles back, and she cannot stifle a rather 
               loud giggle.  They are both embarrassed.

               FULL ANGLE

               No one in the cathedral seems to notice.

                                     VOICE
                         Unity of minds, unity of thought, 
                         unity of occupations, unity of OMM 
                         A man.  Blessings of the state.
                         Blessings of the masses, Thou art 
                         subjects of the divine.

               When the ceremony is over, THX goes over to a chair in the 
               corner and flips a switch on it's arm.  The cathedral, 
               monks, and congregation all fade away, leaving LUH kneeling 
               in the empty HOLOGRAM ROOM.

                                     THX
                         What are you doing?

                                     LUH
                         I don't know.

               She rises, walks over and sits in the second hologram chair.

               They are both strangely contemplative, and sit quietly in 
               the darkened room for a long while.

                                     THX
                         What am I going to do?

               There is a long pause.

                                     LUH
                              (quietly)
                         If you....if you go back on 
                         sedation, you won't feel the same 
                         way about me.  You'll report me 
                         for drug evasion.

                                     THX
                         I've got a slip movement to install 
                         on my next shift.  I'll never make 
                         it the way I am now.

               There have been three explosions already this....

               His argument is more to himself then to LUH.  He looks to 
               LUH, who is on the verge of tears.  He realizes his logic 
               is of no help, and he goes over to her.

                                     THX
                         I couldn't turn you in, not now.  
                         I....I know I wouldn't!

                                     LUH
                         You don't know.  You don't....

                                     THX
                         If I take something, you suffer.
                         If I don't, I stuff....

                                     LUH
                              (with growing 
                              excitement)
                         I know you can do it without 
                         sedation, You can, I know you can.

                                     THX
                         Then what?  It can't go on forever.
                         You know it can't.

                                     LUH
                         We could leave, and live in the 
                         superstructure....

               There is a pause as THX ponders this.

                                     LUH
                         ....My series is over, you only 
                         have one shift left, don't you?
                         We could be gone before our next 
                         series started.

               THX is sitting on the floor, holding his head in his hands.

               LUH goes over to him, and begins to caress his neck.  She 
               is crying.

                                     THX
                         It's all right now, shhhh it's all 
                         right.

                                     LUH
                         Don't let them separate us.

               Their love-play slowly becomes more and more passionate.  
               They are awkward and unsure as they begin to disrobe one 
               another.

               LUH is embarrassed, and she begins to giggle, then laugh 
               uncontrollably.

               CLOSE ANGLE

               They are like children experimenting for the first 
               time..There is something lyrical and new as they make love.  
               There is a moment of fear for THX as LUH achieves orgasm; 
               something neither has experienced with another person 
               before.

                                     THX
                         Are you all right?

                                     LUH
                         AH UGH.

               She smiles at him and they embrace, and rest.  THX is asleep 
               when LUH wakes him with a start.

                                     LUH
                         They know.  They've been watching 
                         us.  I can feel it.

                                     THX
                         They don't know.

                                     LUH
                         They're watching us now.

                                     THX
                         No one can see us now we're alone.

               THX momentary glances into the camera, seemingly at the 
               theatre audience.

               PREOPERATING CHAMBER

               THX enters a preoperating chamber.  He nervous, but tries 
               to appear matter of fact.  He is cleansed, and follows a 
               religious preoperating ritual.  An intercom voice is heard 
               softly in the background.

                                     VOICE
                         .....This is a reminder of the 
                         precision which must be taken at 
                         this stage.  Three operating cells 
                         have already been destroyed in 
                         this shift.  Mercicontrol is 
                         supervising all operations during 
                         this phase.  Prevent accidents, 
                         and be happy.....This is a reminder 
                         of.....

               A door to the chamber opens, and SEN enters.  THX is 
               somewhat shaken by this.

                                     THX
                         What are you doing here?  You're 
                         not cleared for this area!

                                     SEN
                         You know I have a way with the 
                         computers.  I can clear myself for 
                         any area.....almost.

                                     THX
                         I'll report you.  It's....

                                     SEN
                         Listen to me....You have no need 
                         to distrust me.  We're going....

                                     THX
                         Get out of here, Leave me alone.

               THX starts for the operating room.

                                     SEN
                         I've taken care of LUH.....

               THX stops short in fear.

                                     SEN
                         ....I've programmed her to level 
                         5450.  Her transfer should go 
                         through by the next series.  You're 
                         going to need a new roommate.
                         Everything.....

               A buzzer sounds.  THX is forced to leave the preoperating 
               chamber.  SEN stands alone.

               OPERATING CELL CORRIDOR

               As THX walks to his operating cell, He stops at a small 
               red box on the wall.  Over the box is a sign which reads: 
               PERSONAL VIOLATION REPORTS

               CLOSE ANGLE

               THX takes a small card from the box and punches holes in 
               the marked areas which read:  S,E,N,5,2,4,1.

               He runs down a list of violations and finally punches:

               Illegal programming.  He puts the card into a slot in 
               the box, and continues to his operating cell.

               OPERATING CELL

               THX slides into his control panel as the operation begins.  
               A component is picked up by the mechanical hands.  THX 
               strains as the hands begin to move toward the half assembled 
               chrome man.

               FULL ANGLE

               In another cell of the operation chamber is a supervisor.  
               He sits in front of a computer readout, TV monitors, and 
               many electronic graphs and gages.

                                     SUPERVISOR
                         1138 retract.  SB4 talmod contract, 
                         retract to 220.

               Buttons are clicking, lights flashing, and gages near their 
               warning marks as THX struggles to manipulate the mechanical 
               hands.

               Sweat forms on his forehead.  THX moves the hands back and 
               makes another attempt at placing the component.

               CONTROL CENTER

               A control officer, dressed in yellow, sits in a large room 
               filled with ten men, various radar scopes, TV monitors, 
               and large clear plastic maps.  The control officer is 
               receiving all forms of reports as two observers, below and 
               in front of him watch TV monitors.  An observer reports to 
               the control officer.

                                     OBSERVER
                         We are receiving an extreme 
                         respiratory count from a Magnum 
                         Manipulator in operating cell 94107.  
                         Erratic visual behavior.

                                     CONTROL OFFICER
                         Transfer control information.

               Instantly, information on THX is flashed on a large screen 
               in front of the control officer.  Photos flash on and off 
               the screen.

               They are taken from all possible angles, including various 
               types of X-rays, etc.

                                     OBSERVER
                         1138 files a violation report on 
                         SEN 5241 immediately prior to.....

                                     CONTROL OFFICER
                         Violation type?

                                     OBSERVER
                         Illegal programming.

                                     CONTROL OFFICER
                         Check into it.
                              (Pause)
                         Current brain wave confirmation on 
                         1138.  Adrenal off point 74 or 
                         minus 6.  No doubt of severe 
                         sedation depletion......Inform 
                         Magnum supervisor 9410 of procedure 
                         to mindlock and arrest.
                              (Pause)
                         Request MINDLOCK for operating 
                         cell 94107; subject 1138 prefix 
                         THX.

               One of the observers releases a special safety lock on his 
               control panel.  The switch under the lock reads:  MINDLOCK, 
               danger: PRIORITY 3AA.

               OPERATING CELL

               THX successfully survives several minor crisis.  The stress 
               and effort show on his face.  The Supervisor receives a 
               report.

                                     CONTROL VOICE
                         Magnum Manipulator 1138 prefix 
                         THX, operating cell 94107, suffering 
                         severe drug violation.  Extent 
                         pending.  1138 subject to immediate 
                         arrest.  MINDLOCK pending.  MINDLOCK 
                         pending.

               The supervisor is greatly alarmed by this information.

                                     SUPERVISOR
                         Priority shift, repeat, priority 
                         shift.  The situation here is 
                         critical.  1138 involved  in 
                         critical mass maneuver.  DELAY
                         MINDLOCK, DELAY MINDLOCK situation 
                         white, repeat, situation white.  
                         HOLD...HOLD.....

               A high whining Anthem-like piece of music is heard in THX's 
               operating cell.  The sound staggers him , and he freezes 
               at the controls of his panel.  The component THX was 
               guiding, continues to creep slowly closer to the chrome 
               man.

               CLOSE ANGLE

               The supervisor slams s series of relays in disgust, and 
               reports into the computer.

                                     SUPERVISOR
                         Who permitted this priority??? 
                         This shouldn't happen. (pause) 
                         Immediate transfer of disaster 
                         responsibility to control officer 
                         626, as of time mark: 12/32/581.  
                         Repeat; official obligation of 
                         responsibility.....

               He reaches for more sedatives in a bottle near his panel.

               MED ANGLE

               The critical mass component enters the open skull of the 
               chrome man.  Sparks fly, and the gages are now in the danger 
               zone.

               The intercom voice is alive with panicked dialogue.

                                     VOICE
                         Clear....Clear....4444,4445,

               4446....EJECT...EJECT...EJECT....

               All of the men in the operating room evacuate; leaving THX 
               alone, frozen at the controls.  THX is aware of the 
               situation, and struggles to break the power of the mindlock 
               and stop the component.

                                     VOICE
                         Near destruct....Near destruct.

               CONTROL CENTER

               The observers are switching relays as the control officer 
               trues to get the situation under control.

                                     CONTROL OFFICER
                         .....MINDLOCK! release MINDLOCK!  
                         relapse to command monitor. Release 
                         MINDLOCK.  Transfer obligation for 
                         responsibility to central monitor 
                         898.  This center received no 
                         evaluation of stasis.  Control 
                         center 626 holds no 
                         responsibility.....

               The MINDLOCK Anthem is replaced by the voice of OMM.

               OPERATING ROOM

               The component is at the point of destruction as THX is 
               released from the mindlock.

                                     OMM
                         Everything is going to be all right.
                         You are in my hands.  I will protect 
                         you.  Everything is going to be 
                         all right.  Cooperate, stay calm, 
                         I am here to help you. 
                              (Pause)
                         Everything is going to be......

               THX carefully operates the controls, and returns the 
               critical mass to it's container.

                                     CONTROL VOICE
                         Relax your controls.  Relax your 
                         controls.  Report to Con 5 
                         immediately.  Relax your 
                         controls.....

               The voice of OMM and controller blend in an hypnotic double 
               talk.  THX sits quietly in shock as the voices on the 
               intercom die off.

               CITY PASSAGEWAY

               The supervisor, and all the other workers from THX's unit 
               are standing around in the passageway.  A door opens and 
               THX emerges accompanied by a Chrome policeman.  They pass 
               silently through the crowd of workers, who watch them 
               disappear down the corridor.  The workers start to file 
               back into the operating cell.

               INTERIOR TRAM

               The interior of the tram looks much like the interior of a 
               very modern jet liner.  There are about 50 people sitting 
               in high backed seats.  A few are talking to themselves.  
               THX is seated next to the policeman, still in shock.

               CLOSE ANGLE

               Slowly THX begins to tremble and then suddenly stops.

                                     THX
                         LUH!

               He looks wildly around the tram, and at the policeman.  No 
               one is paying any attention to him.  He jumps up and runs 
               for the emergency door at the end of the aisle.  The 
               policeman slowly get ups and walks down the aisle to THX 
               trapping him against the door.

               FULL ANGLE

               THX suddenly slams open the escape hatch.  The tram is 
               moving at supersonic speeds through a vacuum tube.  THX is 
               sucked out into the tube.  The open escape hatch seals 
               itself immediately.

               CLOSE ANGLE

               THX is caught in a loud rush of sound and air as he floats 
               in free fall through the vacuum gravity-free tube.  He 
               begins to slow down.  As he does, amber lights on the side 
               of the tube become more visible.  Suddenly THX is sucked 
               into a smaller tube.

               OBSERVATION CELL

               A control observer is monitoring the interior of the tram. 
               People are confused, hysterical.  A chrome-policeman tries 
               to calm them.

               The policeman reports the situation, which is typed by a 
               computer.  More information appears on the readout, and is 
               relayed by the observer.

                                     OBSERVER
                         1138 prefix THX on warrant. Drug 
                         evasion. Fled tram in transit.
                         Surmise destroyed.

               DEBRIS RECEPTACLE

               TV monitors light up rooms filled with scrap metal and 
               other waste product from the tram tube.  The monitor scans 
               room 444, then moves on, leaving the room lit only by a 
               few blue guide lights.

               CLOSE ANGLE

               THX lies unconscious under a pile of scrap waste.  He slowly 
               picks himself up, makes his way toward the wall.  A low 
               hum is heard and THX drops into the waste as the monitors 
               light up the room.

               FULL ANGLE

               When it is dark again, THX follows the wall until he sees 
               a hatchway high up the wall.  He jumps for the hatch..but 
               misses it and falls to the floor.  He groans, rolls over, 
               revealing a bleeding back.  Again there is a low hum and 
               the room lights up.

               OBSERVATION CELL

               Debris receptacle 444 is seen on a monitor.  The screen 
               goes black, then another room appears, 562.  A control 
               observer watches the monitor.

               CLOSE ANGLE

               As the observer makes adjustments on the control panel, he 
               sees something, flips on another monitor for a closer view.

               He switches over to heat transmission.

               FULL ANGLE

               The observer sees a moving hot spot on the screen, marks 
               it, blasts it with a laser beam.  A loud screech is heard.

               MED ANGLE

               The control observer switches back to light transmission, 
               sees a dead animal the size of a large dog.  He continues 
               his scanning.  Another room lights up, goes dark.

               DEBRIS RECEPTACLE

               THX gets up from the rubble, begins building a pile of 
               scrap metal up to the hatch.  Waste continues to be sucked 
               into the room with a great rush of noise.

               CLOSE ANGLE

               As THX dislodges a large piece of twisted metal, a trapped 
               animal, like the one killed by the observer, is released 
               and attacks THX.

               They fight rolling through the debris.

               MED ANGLE

               THX strangles the beast.  The hum of the monitor is heard 
               as THX tightens his grip on the animals neck.  The light 
               goes on.  THX freezes, clutching the now quiet beast.

               OBSERVATION CELL

               The observer scans the room, thinks he sees 
               something..switches to a closer shot, then to heat 
               transmission.  But he spots nothing moving.

               DEBRIS RECEPTACLE

               The light goes out.  THX relaxes, releases the dead animal.  
               He places a final piece of junk on the pile and attempts 
               to climb to the hatch.

               CLOSE ANGLE

               THX is exhausted.  He can't turn the wheel on the hatch.  
               He climbs down and finds a long bar in the rubble.  The TV 
               light goes on.  THX freezes.  The light goes out and he 
               climbs up the hatch, putting the bar between the spokes of 
               the wheel.

               FULL ANGLE

               THX hangs on the bar, rotating the wheel as the hatch slowly 
               opens A muffled buzz is heard as THX climbs out and closes 
               the hatch.

               The TV light monitor goes on.

               OBSERVATION CELL

               Debris receptacle 444 is seen on the TV monitor and the 
               buzz becomes louder.  The observer flips to a closeup 
               monitor and scans the room.  The buzz is now very loud, 
               becoming an alarm system.

                                     OBSERVER
                         Seal break.  VAC debris receptacle 
                         444.  Entrance on con 65.  
                         Investigation in process.

               CITY SUPERSTRUCTURE

               THX stumbles through the concrete superstructure, obviously 
               in pain.

               He reaches a door, opens it, revealing an individual modual 
               express tube.  Low, sleek, auto-jets whiz by at incredible 
               speeds.  They appear out of the blackness, shoot past THX 
               and disappear.

               FULL ANGLE

               THX rests in the express tube doorway.  He is seen on a TV 
               monitor as faint intercom conversations are heard.  He 
               waits, trying to get the courage to cross the tube as the 
               auto-jets flash past him.

               CLOSE ANGLE

               THX takes a breath, sees his chance, races across the 
               roadway. He is on the verge of unconsciousness.  An auto-
               jet can be heard approaching.  He barely makes the other 
               side as the jet rushes by.  He drops into unconsciousness 
               at the side of the roadway.

               OBSERVATION CELL

               A control observer is monitoring the expressway.

                                     OBSERVER
                         Maintained visual contact with THX 
                         1138 until 5.34.  Lost contact at 
                         express tube 929.  Surmised 
                         destroyed.

               The observer continues to scan he area with no results.

               KITCHEN - THX'S QUARTERS

               The kitchen table is covered with a large pile of food.  
               LUH is operating several of the food cabinets, pushing 
               buttons in some, taking food out of the others.  Some of 
               the colored food spheres fall off the table, and bounce 
               across the floor.  She picks them up, humming tunelessly 
               to herself.

               CLOSE ANGLE

               She hears something in one of the other rooms, but continues 
               piling up the food.

                                     LUH
                         I'm in the kitchen, come and see!

               There is no answer, and after a moment, she stops and 
               listens.

                                     LUH
                         THX?

               She steps into the MAINROOM and sees that the front door 
               is open.

               She is immediately frightened.

                                     LUH
                         THX, Please.....

               Very timidly, she steps over to the bedroom and looks in.

                                     LUH
                         ....answer.

               A figure steps out of the shadow in the foreground.  LUH 
               turns around and sees him.  She screams and becomes 
               hysterical.  It is THX, clothes torn, bleeding, and so 
               distorted he resembles a wild beast.

                                     THX
                         No...no...LUH, help me....help....

               LUH faints.  THX is barely able to stand, but he goes to 
               her.

                                     THX
                         LUH!...Help us..OMM, OMM help us.

               He pulls her into his arms and rocks her.  He is crying.

                                     THX
                         OMM forgive us for our sins.  Save 
                         us.  We are one, mass is one, OMM 
                         is one.  OMM Help us.....

               FULL ANGLE

               The front door opens, and two chrome policemen enter the 
               room.

                                     POLICEMAN
                              (voice of OMM)
                         I am here to help you. Relax. You 
                         have nothing to fear.  I am here.

               The policeman pull them apart.  THX's hands are taped behind 
               his back. (Fade out)

                                                                 CUT IN:

               38.   PRISON CHAMBER

               SILENCE

               A small black dot appears on a white background.  It is 
               THX huddled in a white limbo prison chamber.  He is fresh 
               and clean.  All of his cuts and sores are gone.

               CLOSE ANGLE

               THX is in a state of extreme terror.  Suddenly he flinches, 
               shrinks further into a ball, and peers out into the white 
               void.  Slowly he relaxes, then tenses again as he thinks 
               he sees something.

               CLOSER ANGLE

               THX has not slept in a great while; which shows in his 
               eyes..He slowly drifts into a light sleep.

               FULL ANGLE

               THX wakes with a start as he hears footsteps.  Panicked, 
               he looks in all directions trying to discover where the 
               sound is coming from.  The footsteps become louder, and 
               louder.  THX rises in trembling horror.

               OVERHEAD ANGLE

               THX runs around in circles.  He stops short as a chrome 
               policeman appears holding a long electronic pole.  THX 
               continues to run in circles as two more policemen appear 
               with poles, and surround him.

               They slowly close in on him, occasionally prodding him 
               with the long poles;  which make an electronic sound, 
               causing THX extreme pain.

               MED ANGLE

               The policemen close on THX until he is again a huddled, 
               quivering ball.  They stand over him, prodding him every 
               few moments, until he begins to weep in desperation.

               FULL ANGLE

               Momentarily the prison chamber goes blue, and the policemen 
               return into the white void.  THX sits alone, cowering in 
               fear.

               T.V. IMAGE

               The screen is filled with a TV monitors long shot of THX 
               in the white limbo prison.  He is sitting with his feet 
               spread out in front of him.  We hear an off screen voice 
               speaking quietly with clinical authority and disinterest.

                                     OS VOICE
                         Increase.

               The image changes instantly to an extreme long shot.  THX 
               is merely a dot in the center of the screen.

                                     OS VOICE
                         No... here... hold this down.

               The image changes instantly to a close shot of THX.  He is 
               in shock staring into the white limbo.  He is talking 
               quietly to himself.  We cannot hear what he is saying.

                                     OS VOICE.
                         Audio...

                                     2ND VOICE
                         Audio is already on.

               THX continues to speak soundlessly.

                                     2ND VOICE
                         I can't hear him.

                                     1ST VOICE
                         Cortex bonding....possible 
                         temporary.  Before you report a 
                         possible equipment malfunction, 
                         you check the subjects....?

                                     2ND VOICE
                         Stress category.

                                     1ST VOICE
                         Correct. (pause) Origin?

                                     2ND VOICE
                         Birth born....UMMM...Sexact.

                                     1ST VOICE
                         Violation?

               The numbers 3278-927 still appear on the bottom of the 
               screen.

                                     2ND VOICE
                         Drug evasion with....

                                     1ST VOICE
                         triple three, triple three! 
                         easy.....

                                     2ND VOICE
                         Drug evasion with assorted 
                         perversions

                                     1ST VOICE
                         Correct.  Now secure a sinex drop 
                         reading.

               We hear a low throbbing sound, but THX shows no reaction.  
               The word psynix -4675  appears on the bottom of the screen.

                                     1ST VOICE
                         A sinex drop reading of less then 
                         2000 degrees with an accompanying 
                         loss of greater then 350 degrees 
                         since admission may indicate....?

                                     2ND VOICE
                         Permant cortex bond.

                                     1ST VOICE
                         Correct.

               THX is still talking silently to himself.

                                     1ST VOICE
                         This really isn't a very good 
                         subject because with a cortex bond, 
                         we're restricted to about a quarter 
                         of the boards potential.  .....All 
                         this over here is wasted on him.  
                         See, we could run a system 
                         H.....Watch.

               A pause, and then a high frequency sound is heard.  THX 
               begins to twitch uncontrollably, becoming more and more 
               violent, slamming up and down against the floor.  He looks 
               terrified, but there is nothing he can do about it.

                                     1ST VOICE
                         Normally, there would be no visual 
                         evidence of a system H.  We're not 
                         even getting a reading.

               The numbers on the bottom of the screen read 0000.  The 
               sound changes pitch, and THX immediately huddles up in a 
               ball.

                                     1ST VOICE
                         HUMMMM.....

                                     2ND VOICE
                         What happened?

                                     1ST VOICE
                         See if you can get a reading on 
                         tactal retention.  Try to estimate 
                         it without a meter reading.

               The numbers disappear from the screen, and we switch to a 
               closer shot of THX.  There is a pause.

                                     1ST VOICE
                         Be careful, now.....

               THX immediately slams to the floor, paralyzed.  His face 
               turns bright red, and he appears to be in extreme pain.

                                     2ND VOICE
                         UMMM..Let me see.....

               THX opens his mouth to scream, but makes no sound.

                                     1ST VOICE
                         Hurry up.

                                     2ND VOICE
                         4732...?

                                     1ST VOICE
                         Too low.

               The number 6949 appears on the screen.

                                     2ND VOICE
                         Control ON.

                                     1ST VOICE
                         No, evidently you reversed the 
                         polarity on his lobal travel.
                         Secure another sinex drop.

               THX collapses into a heap, and starts to quiver.  The word 
               psynix appears, but the degree rating is rapidly climbing 
               upward, approaching 4000.

                                     1ST VOICE
                         4000 degrees is usually the point 
                         of....?

                                     2ND VOICE
                         Vocasity

                                     1ST VOICE
                         No, Tetanty.

               THX begins to scream soon after the numbers pass 4000.  
               The numbers keep moving steadily until they stop; 
               oscillating between 7980 and 8040.

                                     1ST VOICE
                         It's very rare to see a nurl bond 
                         dissolve like that.

               The numbers stabilize at 8020.  THX is contorted into a 
               very odd position on the floor.  He is released, and he 
               crumples into a heap..(trembling, and screaming.)

                                     1ST VOICE
                         He's back to normal now.

               ORGANALYSIS THEATRE

               THX is strapped and clamped to an analysis table, mounted 
               on gimbles, similar to an operating table.  He looks dazed, 
               but fearful, and is extremely clean and well scrubbed; 
               almost raw. His head has been freshly shaved.

               What we can see of the room around him is full of mechanical 
               and medical apparatus - chrome and white enamel.  We are 
               in the midst of an examination, although no other people 
               are seen.

               MED ANGLE

               A mechanical arm tipped with a cotton pad is rubbed in 
               THX's armpit.  It retracts, and another arm descends, 
               injecting a needle into his armpit.  Simultaneously, blood 
               samples are being obtained from the finger tips, and 
               forearm.  The armpit needle has obtained a sample of clear 
               limph fluid, and is retracted into the ceiling.

               All these movements are accompanied by the small, whirring, 
               mosquito-like sound of tiny torque motors.

               CLOSE ANGLE

               The arms descend again and fasten two strips of cellophane 
               to THX's biceps.  Then a clear plastic tube is inserted 
               into one of his nostrils, and his mouth is sealed shut 
               with a large black plastic clamp.  THX's breathing becomes 
               very difficult and he tries to resist, but is powerless.  
               We hear the sound of a pump and a pink fluid is pumped 
               through the tube and into THX.

               CLOSER ANGLE

               Tiny clamps are placed around THXs eyes and his eyelids 
               are retracted.  Two cups on long stems of colored wires 
               are lowered and placed on his eyeballs.  There is a slight 
               pause and then the cups begin to vibrate.  They stop then 
               vibrate again.

               STILL CLOSER ANGLE

               The pump stops, and THX's other nostril is sealed.  We 
               hear the pump again, only this time air is sent through 
               the tube.  THXs chest begins to distend, and keeps 
               distending until it seems his lungs can hold no more.

               The pump stops, and THX exhales with one huge sigh.  The 
               cups on his eyes also stop vibrating, and retract into the 
               ceiling.  The pump starts up again filling his lungs with 
               air.  This time the pump passes the where it stopped before, 
               and begins to strain.

               Finally it stops and lets THX exhale.  The tube is retracted 
               and his mouth is unclamped.  His lips are quivering.

               EXTREMELY CLOSE SHOT

               Two wires are placed deep into THX's chest, and his heart 
               begins to beat very fast.  An arm with an extremely sharp 
               stylus starts to scrape a strange pattern on the inside of 
               THX's forearm.  Little beads of blood appear where the 
               line was traced.  A long flat needle descends and penetrates 
               THX's solar plexus.  When fully in, it rotates in eccentric 
               circles for a few moments, and then retracts, leaving only 
               a small drop of blood where it has been.

               CLOSE SHOT

               Another arm with a razor-sharp scalpel moves to THX's 
               forearm and delicately incises an almond shaped pattern on 
               the skin.  His heart, which has been beating rapidly, 
               suddenly slows to almost nothing.

               The scalpel moves beneath the skin and frees the almond 
               shaped section, lifting it into a small vile, and lifting 
               it away. The two wires in THXs chest retract and his 
               heartbeat returns to normal.

               MED ANGLE

               The entire process has been continually typed into a 
               computer.

               At this point, a read out activates; which reads:  1138thx 
               Diognosis-compatable.  Rate:  Excellent.  Exceptions:  
               Left kidney. (See detailed index 24-921)

               PRISON CHAMBER

               THX lies sleeping.  The sound of footsteps wakes him, and 
               he jumps up, crouching, staring into the white limbo.

               As THX stares, a figure slowly appears out of the whiteness.  
               It is LUH.  When she sees THX, she stops walking and stares 
               at him.

               They watch one another for a long while; finally THX stands.

                                     THX
                         Are you...are you real?
                         LUH?...LUH?

               She rushes into his arms and they spin in an embrace.  
               They kiss.

                                     THX
                         Are you all right?

               LUH looks at him, frightened and unable to answer.

                                     THX
                         What did they do to you?

               There is a long pause.

                                     LUH
                         I'm going to have a child.

               THX is alarmed.

                                     THX
                         no...no, no.

                                     LUH
                         Oh, THX... hold me, hold me, THX 
                         holds her tightly, tears in his 
                         eyes.  They kiss, and LUH hides 
                         her head in THX's chest.

                                     THX
                         It's the end.

                                     LUH
                         I'm not afraid...I'm not afraid.

                                     THX
                         It's wrong; so wrong, what we've 
                         done....

               He drops to the floor, clinging to her legs.  He is crying.

                                     THX
                         I didn't want this.  How did it 
                         happen?  Don't leave me...  stay 
                         here with me.

               She goes down to him, embracing and comforting him.

                                     LUH
                         You have to be strong.
                              (pause, softly)
                         You're going to have a son.

               They both sit silently.  She is rocking him in her arms.

               EXTREME LONG SHOT

               They lie huddled together in the vastness of the white 
               limbo.

               LONG SHOT

               They kiss

               MED ANGLE

               They become passionate and begin to take off each others 
               clothes.

               CLOSE ANGLE

               They begin to make love.

               CLOSER ANGLE

               They make love.

               The same image appears over a TV monitor.

                                     VOICE
                         Neron activity has risen to +942 
                         Carbon rating +22.3.  Tri-base off 
                         .732.  Contrast.....

               The image returns to the white limbo.

               THX and LUH are sleeping, cuddled next to one another.  
               Faint footsteps are heard, slowly getting louder.  LUH 
               wakes with a start.  Muffled voices are heard.  LUH shakes 
               THX awake.

               A man dressed in yellow appears with two chrome policemen. 
               THX and LUH freeze in terror, still half asleep.  The robot 
               grab them and pull them to their feet.

                                     MAN
                         No person held to service in one 
                         section under the laws thereof, 
                         escaping into another, shall, in 
                         consequence of any law or regulation 
                         therein, be discharged from such 
                         service, but shall be delivered up 
                         on claim of the party to whom such 
                         service may be due.

               LUH is held as THX is taken away.

                                     LUH
                              (crying out)
                         THX!

                                     THX
                              (screaming)
                         No!...No!...

               He is struggling as he disappears into the whiteness.

               COURTROOM

               THX is escorted by two chrome policemen down a hallway and 
               into a courtroom.  It is rather dim and small - the twenty 
               or so people in the room are lit with narrow beams of light.

               THX is seated in a large, highbacked chair.  The Proctor 
               reads the charge in a ritualistic, sing-song voice which 
               is only occasionally understandable.

                                     PROCTOR
                         1138 prefix THX charged with 
                         violation index 3278.927, appendix 
                         445 to 613.  Drug evasion, malicious 
                         sexual perversion, unconditional 
                         response and transgression.  Justice 
                         proceed.  Pontifex 606 presiding.

               The Pontifex is sitting behind a high dais, with a large 
               portrait of OMM in the background.  He makes a ritualistic 
               gesture.

                                     PROCTOR
                         Begin.

                                     PROSECUTOR
                         Mercicontrol respectfully places 
                         its evidence before you.

               He places four rolls of computer tape before the Pontifex.

                                     PROSECUTOR
                         9198,5116, and 1447.  These negative 
                         documents are certified by A.N.-
                         O,T.O. and registered at files, 
                         tomb 34.

               The Defense, sitting in front of THX, jumps up and blurts 
               out a quick sentence of partially inaudible phrases.

                                     DEFENSE
                         ....nondrug, nondrug total excuse.
                         1138 is unstable condition...not 
                         responsible for acts.  Nondrug, 
                         asylum....asylum.

               THX sits quietly, with his head hung low.

                                     PROSECUTOR
                         Mercicontrol respectfully submits 
                         a 5254, immediate destruction, on 
                         the basis of an ECO TR-X 314; 
                         totally incurable chemical imbalance 
                         with socially deteriorating 
                         consequences.

                                     DEFENSE
                         Reject, reject.  Inefficient 
                         unwarranted destruction.  Must be 
                         saved...mass is one...  can be 
                         productive.  Name of economics; 
                         cure this soul...malignant cure.  
                         There is a heritage of good and 
                         economic efficiency....  net gain.

                                     PROSECUTOR
                         Insane.

                                     PONTIFEX
                         Granted.

                                     PROSECUTOR
                         Immediate destruction is the only 
                         efficiency.  The crimes are of 
                         secondary importance.  The issue 
                         is one of genetic inferiority.  
                         This man is of womb.

               There is slight pause as a murmur goes through the 
               courtroom.

                                     PROSECUTOR
                         He is the product of an illegal 
                         sexual perversion and should have 
                         been destroyed at the moment of 
                         conception.  What is in question 
                         here is a concept in economic 
                         efficiency and procedure that has 
                         allowed these erotics to exist and 
                         dilute this great society.

                                     DEFENSE
                         Inane...inane...

                                     PONTIFEX
                         Rejected.

                                     PROSECUTOR
                         The services performed by these 
                         erotics must be automated.  If 
                         sexual perversion is to be stamped 
                         out, the products of this perversion 
                         must...

                                     DEFENSE
                         Reject...reject...reject... What 
                         is the prosecution doing?  This is 
                         not a race issue....not here.  
                         Remember sanctity of the individual 
                         regardless of race.  A 
                         nonresponsible act...simple case.
                         Birthborn citizens are physically 
                         compatible with clinic types and 
                         must be consumed, not destroyed.  
                         Econ equilibrium status 542 through 
                         691 apply to case.  Defendant used, 
                         not destroyed.  Case rest.

               He takes three computer cards and places them before the 
               Pontifex.

                                     PROSECUTOR
                         The perversions committed by this 
                         obsolete race have a definite 
                         corrosive effect on our society.  
                         If he is not destroyed, his deviate 
                         characteristics will be transmitted 
                         to others.  We must not continue 
                         to consume these erotics.

               We must exterminate the source of sin.

               Economics must not dictate situations which are obviously 
               religious.

                                     PONTIFEX
                         Conclude.

                                     PROSECUTOR
                         If 1138 is consumed and not 
                         destroyed, this perversion will 
                         spread.  He must be destroyed.  It 
                         is the only logical, efficient, 
                         and righteous verdict which can be 
                         reached.

               The defense says nothing, only shakes his head in dissent.  
               The Pontifex scans the room, then gives the Proctor a nod.

                                     PROCTOR
                         Concluded.

                                     PONTIFEX
                         Proceed.

               The Proctor types the last bit of information into the 
               computer.

               Moments later, the computer readout activates.  The Proctor 
               tears off the sheet and hands it to the Pontifex.  The 
               Pontifex silently reads the verdict and then stands.

                                     PONTIFEX
                              (solemnly)
                         OMM be praised.  All are One.
                         Praise be to the masses.

               The Pontifex hands the verdict to the Proctor as two chrome 
               policemen drag THX before the Pontifex.  He makes a sign 
               over THX and mumbles a prayer, then looks at the Proctor, 
               who reads the verdict.

                                     PROCTOR
                         1138 prefix THX stands convicted 
                         of index 3278.927 appendix 445 
                         through 613.  Drug evasion 321, 
                         399, and malicious sexual 
                         perversion.

               Everyone in the courtroom is unmoved and unconcerned.  THX 
               sits in a trance-like shock.

                                     PROCTOR
                         ...1138-THX is pronounced 
                         invaluable.

               The subject shall be consumed as economics dictate.

               The defense gives the prosecutor a triumphant glance.  Two 
               chrome policemen take THX out of the courtroom.. As he 
               leaves, LUH is escorted into the room by another door.  
               They do not see one another.

               PRISON CHAMBER

               THX is escorted through a white limbo area by a chrome 
               policeman with a long electronic pole.  Shortly, they reach 
               a group of nine other felons.  The area is defined by ten 
               blue beds - each bed is actually a rectangular box equipped 
               to provide all the necessities for human existence.  Some 
               felons are asleep, others are sitting on their bed modules, 
               and a few are grouped together in a discussion.

               The policeman take THX to an empty bed module and pounds 
               his long pole on the floor three times.  A few of the 
               prisoners turn and look.

                                     POLICEMAN
                         THX 1138.

               The policeman turns and walks into the whiteness, leaving 
               THX sitting on his bed.  The other nine men are:  SEN 5241, 
               PTO 0340; NIN 1969; TWA 7070; DWY 1519; NCH 0066; IMM 9472; 
               JOT 1288; and TRG 3442.

               PTO - a withered old man - walks over to THX and puts his 
               hand on THX's shoulder.

                                     PTO
                         It's all right...you're safe now.

               THX is totally depressed and completely ignores PTO, who 
               goes back to his bed after a moment.  THX watches the other 
               felons.

               NCH is doing exercises on his bed module.  IMM, a retarded 
               woman, sits huddled in a trance, mumbling incoherent 
               phrases.  Her clothes are torn to shreds and she is almost 
               naked.  A thin, delicate-looking man is slightly removed 
               from the group, painting large, red designs on the floor; 
               he is JOT.  TRG, an imbecile, sits on his bed module and 
               every few moments breaks out with a hysterical, ear-piercing 
               laugh.

               As THX scans the group, he notices SEN asleep on one of 
               the modules.  THX turns in disgust and tries to sleep.

                                                            DISSOLVE TO:

               45.  PTO is involved in a discussion with two of the other 
               prisoners.

               One is NIN, a middle-aged man who is trying to organize 
               the rest of the felons in an escape.  The other man in DWY - 
               sad, nervous, and about the same age as NIN.

                                     PTO
                         Then why are they holding us here?
                         Why don't they destroy us right 
                         away?  Economically, it's not sound 
                         at all.  Very much unlike....

                                     NIN
                         I've said many times before, and I 
                         guess I'll have to repeat it again 
                         for your...

                                     DWY
                         They're mad...mad...

                                     PTO
                         It is incalculably more destructive 
                         for you to believe you are about 
                         to be destroyed then if you actually 
                         were destroyed.  We've got many 
                         residents on the verge of hysteria!
                         It's got to stop....your 
                         unpleasant....

                                     DWY
                         We're just waiting to die!

                                     NIN
                         Calm down!  Nothing can be 
                         accomplished in an...

               Suddenly, a scream is heard, and the group turns to see 
               NCH huddled over IMM.  TRG and DWY both start over to rescue 
               IMM, but\ TRG reaches her first.  NCH backs off a short 
               distance, making huffing noises.  TRG is laughing 
               triumphantly at DWY, who goes back to his bed and sits 
               down.  TRG takes IMM in his arms and tries to calm her.

                                     PTO
                         You always manage to avoid the 
                         issue:  What's wrong with our 
                         present condition?  We're 
                         COMFORTABLE and we have plenty of 
                         food...I feel absolutely no threat 
                         because there is no threat.
                         Why incite trouble?  You should 
                         examine your emotions.  It is 
                         senseless...

                                     NIN
                         What are you talking about?
                         When did you sleep last?  Do you 
                         know what your trouble is?
                         You're blind.  You've been here so 
                         long you can't see what is 
                         happening.  We must unite.  We 
                         need unity.  We need action.
                              (pause))
                         We have come to a time when we 
                         must....

               TWA, a rather fat man in his thirties, is pacing around 
               the area, measuring the distance between the bed modules.  
               With no warning noise a policeman appears out of the 
               whiteness, walks over to TRG, picks him up by the scruff 
               of the neck and takes him away.

               TRG is laughing as he disappears into the distant white.

               THX has fallen asleep; DWY goes over and attempts to comfort 
               IMM.  NIN and PTO are still engaged in their argument.

                                                            DISSOLVE TO:

               46.  JOT is on his hands and knees, pushing a red, doughy 
               lump around the floor.  It leaves a smeary trail behind 
               it, and JOT has worked theses red smears into a baroque 
               design.  The ball occasionally sticks to the floor, and 
               JOT is having a difficult time with all the effort involved.

               Suddenly, someone walks into frame and stands on the design, 
               close enough to JOT so that he has to stop working.  All 
               we can see are this person's feet and legs.  JOT is 
               exasperated and angry.

                                     JOT
                         Please...

               There is a pause.

                                     VOICE
                         Hi, buddy.

                                     JOT
                         Look, will you please get off.

               You're standing on my work.

               Another pause.  The person nudges JOT with his knees.

                                     VOICE
                         Hi, buddy.

               JOT sighs, resigned and disgruntled.

                                     JOT
                         Hello....

                                     VOICE
                         ......buddy?

                                     JOT
                         Buddy.

               The person gets down on one knee and puts his arm around 
               JOT.  squeezing him hard.  It is NCH.

                                     NCH
                         I want to learn about what you're 
                         doing, huh?  Tell me something 
                         nice about what you're doing.

               JOT winces and struggles, but is caught even tighter in 
               NCH's grasp.

               He begins to be afraid.

                                     JOT
                         .....doing?

                                     NCH
                         Yeah, what you're doing, you know.

               The thing about you perverts is, you're always running 
               around doing things.  I want to hear something really nice.

                                     JOT
                         I'm doing....working....a space...  
                         viable....

               NCH bends JOT's arm behind him and gives it a twist.

                                     NCH
                         Naa...that's not nice.  You know 
                         that's not nice.

               He slams JOT against the floor and falls on top of him, 
               whispering harshly in his ear.

                                     NCH
                         Tell me something nice.

               JOT is terrified now, and he is finding it difficult to 
               breath.

                                     JOT
                         ......doing......

                                     NCH
                         Pervert!

               He pronounces this sweetly, with a great deal of pleasure, 
               but also a certain amount of menace.  He becomes 
               increasingly excited.

                                     NCH
                         Damn insidious malicious pervert!

               JOT BARELY MANAGES A GASP:

                                     JOT
                         Help!

                                     NCH
                         Pervert.  Pervert.  Pervert.

               NCH starts tearing off JOT's clothes.

               DWY is sharpening a small spoon with loving and tender 
               care.

               He is trying to conceal it from everyone else.  NCH and 
               JOT can be seen struggling in the background and we can 
               still hear NCH mumbling.

                                     NCH
                         Pervert!  Pervert!  Pervert!

               Suddenly JOT screams, and DWY looks up.  A chrome policeman 
               appears, leading a well-built, intelligent-looking youth 
               of 14.  He stops, strikes his pole on the ground three 
               times and announces:

                                     POLICEMAN
                         CAM 5424.

               He turns and leaves.  CAM looks around.  Everyone is silent 
               except for JOT and NCH who are still fighting.

                                                            DISSOLVE TO:

               THX is awakened by a figure standing over him; it is SEN.

                                     SEN
                         You're real!  Where did you come 
                         from?

               There is a pause and THX doesn't answer.

                                     SEN
                         I know you turned me in.

               THX is sitting, expressionless.

                                     SEN
                         I'm doing quite well here anyway.
                              (pause)
                         What's wrong with you?...Don't be 
                         like that.
                              (pause)
                         You're a stupid man!

               THX is sullen and annoyed at SEN's presence.  They sit 
               silently for a long while.  Finally, SEN returns to his 
               bed module.

               NIN and the new arrival, CAM are engaged in conversation.  
               NIN is trying to get CAM to sign a petition.  IMM is sitting 
               slapping her hands on the floor.  NCH is asleep and snoring 
               very loudly.

               DWY has been watching JOT paint chases away.  DWY goes 
               over to comfort IMM.

               TWA has constructed a crude sextant, and is looking with 
               it into the vast whiteness.  SEN sits on his bed counting 
               stacks of foam rubber food and multi-colored capsules.  
               THX goes back to sleep.

                                                            DISSOLVE TO:

               PTO, TWA, and CAM are engaged in discussion.  PTO and TWA 
               look the same as before, but CAM has begun to grow a stubble 
               of hair.

               THX is sitting on his bed module not far away, listening.  
               He is

               ALSO STILL COMPLETELY BALD.  JOT IS WORKING OFF IN ONE 
               CORNER -

               his design has begun to encircle the group of bed modules, 
               and he quickly works his way off screen.

               CAM is speaking excitedly, as if he were making a series 
               of demands.

                                     CAM
                         .....without pity!

               There is a pause, and TWA shrugs his shoulders and looks 
               away.

               PTO rubs his head.

                                     PTO
                         But.....

                                     CAM
                         Without pity!

               He lies on his bed, as if to conclude the discussion.

               Suddenly, TWA notices something off screen and whips up 
               the sextant that had been lying beside him.  He holds it 
               out and tries to get a fix.  Everyone turns to see except 
               PTO.

                                     TWA
                         Too fast!  If only I could see a 
                         fixed point.

               He puts the sextant down and exchanges a disgruntled glance 
               with PTO.

               A chrome policeman walks into the area and goes off screen.

               There is a pause and then the policeman returns, leading 
               JOT away.

               JOT is silent, but turns a number of times and looks back 
               as he is taken into the distance.  TWA has taken up the 
               sextant again and is following them as they disappear.  
               NCH has woken up.

                                     PTO
                         Umm.....

               He waves, trying to catch CAM's attention.

                                     PTO
                         ....my friend?  Your point of 
                         view....

               CAM is still looking out after JOT and PTO finally leans 
               forward and tugs his sleeve.  He turns to PTO.

                                     PTO
                              (remembering CAM's 
                              name)
                         Yes, CAM.  That's it....Your point 
                         is well taken...CAM, but it lacks 
                         the balance that a broader and a 
                         deeper range of experience can 
                         lend it.  When I first arrived 
                         here, I saw things as you do now.  
                         I was confused and anxious about 
                         my predicament.  I longed to thrash 
                         out, to tear down, to destroy and 
                         annihilate; to ravage, wreak havoc, 
                         and plunder.  Being basically level-
                         headed, however, I realized that 
                         my first goal should be to study 
                         this place, where what seemed blind 
                         circumstance had placed me.  To 
                         follow the train of events and the 
                         ever-changing display of characters 
                         that I saw before me - of which I 
                         am of course a part - and to try 
                         to discern a pattern within the 
                         confusion.

               TWA puts down his sextant and listens, although it seems 
               he has heard this speech many times before.  CAM is 
               gradually fascinated by the old man - more by his air if 
               calm assurance and the rhythm of his language than by 
               anything he is actually saying.

               In the background, THX has begun to shave his head.  DWY 
               goes over and tries to help but THX turns him away.

               NCH has moved over to the sleeping IMM and, without waking 
               her, removes her last piece of clothing and lays her down 
               on the floor.

               He quietly lies down beside her and starts moving 
               rhythmically.

                                     PTO
                         I set forth on a program of study 
                         which continues up to this very 
                         day and which has afforded me a  
                         few glimpses - if not actual 
                         insights - into the nature of the 
                         world around us.  I never regretted 
                         my youthful passion - quite the 
                         contrary, it provided me with the 
                         original spark which has since 
                         settled down to a comforting and 
                         enduring glow.  But I would caution 
                         you that spark - if uncontrolled - 
                         may leap into flames of senseless 
                         and disastrous action and consume 
                         what you are endeavoring to 
                         conserve.

               He has addressed this last bit of advice to NIN as well as 
               CAM.

                                     PTO
                         Listen to the mumblings of an old 
                         man and bank those flames with 
                         earnest inquiry and honest 
                         observation.

               NIN suddenly breaks in.

                                     NIN
                         Mumblings is right!

               He turns to CAM.

                                     NIN
                         Do you know how many times we've 
                         had to listen to that speech?

               He jumps up, excited and at a loss for words.

                                     NIN
                         Do you know how many times?  
                         ....We've had to listen to that 
                         speech?  He thinks everyone's as 
                         stupid as he is.
                              (turning to PTO)
                         You know what you are?  You make 
                         me sick.  If we all thought like 
                         you they could come in here 
                         and...and...  do whatever they 
                         wanted!

               PTO smiles and shakes his head.  NIN stomps off in a rage, 
               turning and yelling at PTO.

                                     NIN
                         Sooner or later, you'll be taken 
                         away and destroyed just like the 
                         others.

               He sits down on his bed and sulks.  PTO continues with his 
               speech, completely ignoring NIN's interruption.

                                     PTO
                         In the years to come you will be 
                         grateful for what may now seem 
                         like senseless sacrifices.  With a 
                         passion such as yours, I don't 
                         think it would be foolish to say 
                         that you might see further and 
                         deeper than any of us, right to 
                         the heart of Truth herself!

               PTO emphasizes his point by placing his hand on CAM's knee..

               There is a loud screech, and everybody turns to see IMM 
               sitting on the floor howling like a two-year old.  NCH, 
               who had been lying beside her, is slightly embarrassed and 
               tries to cover this up with bluster.  He gives IMM a shove 
               and struts over to his bed; he begins his exercises.  DWY 
               gets up from his bed and goes over to comfort IMM>

                                                            DISSOLVE TO:

               49.  IMM, still completely naked, walks out into the 
               whiteness accompanied by a chrome policeman.

               The prison chamber momentarily goes blue, and food trays 
               appear at the base of the bed modules.  The men go to their 
               food and begin to eat.  SEN goes over to TWA, and DWY goes 
               over and sits next to THX.  THX is not eating his food.

                                     DWY
                         You're frightened.  You're 
                         frightened that at any moment you'll 
                         be taken away.  I know, I've felt 
                         that way.  I couldn't eat.  I still 
                         have trouble.  It goes right 
                         through, all the time.  I know all 
                         right, but I'm better now.
                         I can more or less regulate it.
                              (pause)
                         I don't think you can understand.
                         .....Terrible, terrible, 
                         terrible....
                         I've been thinking about you.

               DWY waits for a reaction, but THX continues to pick at his 
               food, paying no attention to him.

                                     DWY
                         You seem alone.  I know.  I've 
                         felt that way.  At work...they 
                         told me I was a first class 
                         transport regulator.
                         Yes, a tram pilot.  What do you 
                         think?  Between level 3472 and 
                         level 3500, module center 55 - the 
                         big one.  A toilet: it's a toilet.  
                         Still, bad air
                         is better than no air.  And the 
                         time-
                         tables.  Shall I tell you?

               TWA has given SEN part of his meal, and SEN returns to his 
               bed with it.  DWY watches him as he passes them, then turns 
               back to THX.

                                     DWY
                         What?
                              (referring to SEN)
                         He's not very friendly, is he?  He 
                         said you were roommates.  Was he 
                         always so...strange?  All he does 
                         is save his food.  He eats a 
                         little....  very little.  He may 
                         die.
                              (pause)
                         Of course, he may change.  Things 
                         do change.  I'm the same...
                              (DWY offers THX 
                              some of his food)
                         Have my plycron...what do you want 
                         me to say?
                              (He sits, watching 
                              THX eat)
                         Could we be friends?
                              (whispering)
                         We could leave together.  I have a 
                         plan.  See this?
                              (He takes a spoon 
                              out of his shoe)
                         I'm making it sharp.  We'll dig..

               A chrome policeman arrives with another felon and DWY 
               hastily hides the spoon in his pants.  He seems to feel 
               that THX had something to do with the appearance of the 
               policeman and he watches THX suspiciously.

               POLICEMAN OUE 6662.

               The policeman leaves OUE standing with a totally blank 
               expression on his face, saliva dribbing from his mouth.  
               He is in a deep catatonic trance.  THX lies on his bed and 
               turns his back to DWY.

                                     DWY
                         I should have known...You're with 
                         them.  You want....

               DWY gets up and goes over to OUE, who is still standing 
               where the policeman left him.  He sits him on a bed and 
               begins to talk to him.  Most of the other felons are asleep.

                                                            DISSOLVE TO:

               THX is sitting on his bed, looking as if he just awoke 
               from a deep sleep.  PTO and CAM are in the middle of a 
               history lesson and CAM is reciting from memory with a 
               certain amount of difficulty.

               His hair is now moderately long.

                                     CAM
                         Then SLE and RNH, who came between 
                         PRT and MNH, but not before ALF, 
                         FRG, and MLK.  ALF, FRG, and MLK 
                         went before SAM, RNG, NUR, and 
                         KLM.  Then RRG, STK, OUN, and FLT.  
                         And after them came....came....

                                     PTO
                         Four quick felons prepare the bed 
                         modules to be cleaned.

               CAM is perplexed by what PTO has just said.

                                     CAM
                         Huh?

               PTO repeats, emphasizing each word carefully and separately.

                                     PTO
                         Four quick felons prepare the bed 
                         modules to be cleaned.  Four: F; 
                         Quick: Q; Felons: F.....

               He looks delightedly at CAM, who repeats the sentence to 
               himself.

                                     CAM
                         Four....quick....felons prepare.
                              (understanding)
                         FRK, QUM, FLN, PSK, and TEL; BGL, 
                         MLT, TRN, BRK, and CLS.

               THX looks up and watches NIN, who has begun to stride 
               around.

                                     PTO
                         Yes, fine!  You see, history is 
                         not only important, it can be fun 
                         as well.

               NIN suddenly bursts in.

                                     NIN
                         I can't believe it!
                              (mocking)
                         MRK CRK TRK SRK BRK.....

               What do you think happened to MRK and CRK and TRK?  Where 
               are they now?  I'll tell you where....no where.

               NCH wakes up.

                                     NIN
                         You know what I want?  Ideas....

               One idea,  One idea could get us out of here if it was the 
               right idea.  You know what I mean?

               Not a bunch of facts.  Who even knows if they're facts?  
               He probably makes them up in his sleep.  The time has come 
               to act.

               THX gets up and starts to wander aimlessly about.  No one 
               notices him.

                                     NIN
                         We've just got to be sure it's the 
                         right idea.  But we'll find it.  
                         We'll know it when we see it.  
                         I'll know it when I see it.  Clear 
                         and straight forward and plain as 
                         the nose on your face.

               NCH walks over and punches NIN in the face.  NIN falls 
               down, holding his nose in pain.  NCH returns to his bed 
               module and uses the toilet.

               THX is slowly moving further away from the group.

                                     PTO
                              (to CAM)
                         Of course it is true that no one 
                         has ever returned once they were 
                         taken away, history tells us that, 
                         but it is idle to speculate about 
                         the reasons why and absurd to 
                         torture oneself over an idle 
                         speculation as NIN is doing.  NIN 
                         has in fact destroyed himself many 
                         times over with worry.

               LOO 3122, who has taken away not long before you arrived, 
               believed that he was going to a wonderful place where he 
               would be happy, and in so believing he created a veritable 
               paradise for himself right here.  Unfortunately, not all 
               of us can have the positive conviction of LOO, but 
               thankfully not all of us are burdened with the ominous 
               forebodings of NIN.  I myself have found that 
               concentrating...

               PTO stops speaking as a chrome policeman appears out of 
               the white.

               The policeman walks past THX, who has wandered quite a 
               distance away, and heads for the group.  He stops at NCH's 
               bed module and takes NCH by the arm.

               NCH suddenly gives the policeman a crumpling blow and knocks 
               him to the floor.  He then jumps gleefully on his head, 
               partially caving it in.  When he finishes, he returns to 
               his bed and watches the immobile body.  Another policeman 
               appears almost instantly and takes NCH by the arm, leading 
               him quietly away.  NCH grins triumphantly as he passes 
               THX.

                                     NIN
                         That's what I mean by the wrong 
                         idea.

               PTO and CAM resume the discussion, unconcerned by the 
               presence of the policeman's body.  THX listens for a while.

                                     PTO
                         I am not going to try to prove the 
                         usefulness of history, it is 
                         genuinely too obvious to need proof.  
                         We see before us innumerable scenes, 
                         like what we just witnessed, that 
                         succeed each other in endless 
                         repetition.  Where we see the same 
                         faults followed regularly by the 
                         same misfortunes, we may 
                         reasonably....

               He pauses and points at CAM's long head of hair.

                                     PTO
                         Don't you think you could do 
                         something about that?  It's very 
                         distracting.

               CAM is a little embarrassed and runs his hand through his 
               hair.

                                     PTO
                         ...we may reasonably think that if 
                         we could have known the first we 
                         could have avoided the second.  
                         The past should enlighten us on 
                         the future, knowledge of history 
                         is no more than an anticipated 
                         experience.

               SEN, with great effort, has dragged the body of the 
               policeman out to the edge of the beds and left it there.

               THX has ventured further and further away from the group.  
               The voices have been becoming less and less audible until 
               we hear only fragments:

                                     NIN
                              (shouting)
                         You're wrong!  They're going to 
                         destroy him!

               And then we hear nothing at all.

               A chrome policeman enters the group of beds from the 
               opposite side and takes the body of the first policeman 
               away.

               THX is puzzled that there is no device stopping him from 
               going further.  He becomes increasingly frightened but 
               decides to continue.

               The group of beds is only a small dot in the distance.

                                                            DISSOLVE TO:

               51.  NIN and TWA are standing looking off into the distance.

                                     NIN
                         I can just barely see him.  I think 
                         he's leaving.

                                     TWA
                         Impossible!

               PTO comes over and peers into the whiteness.

                                     PTO
                         I don't see anything.

               DWY and CAM join the gathering at the edge of the group of 
               beds.

                                     PTO
                         I can't see him at all.  He's been 
                         destroyed.

                                     TWA
                         No, look!  Three degrees from the 
                         central azimuth.

                                     NIN
                         He's free!  Can't you see: he's 
                         free!

                                     CAM
                         I can see him.  He's coming back.

                                     PTO
                         Where?  Oh...there he is.  He must 
                         have been stopped.
                              (to NIN, 
                              sarcastically)
                         Don't you think?

                                     DWY
                         He was stopped.  He was stopped.

               Now what are we going to do?

                                     NIN
                         He's coming back for the rest of 
                         us.  He can't make it alone.

                                     TWA
                         I wonder how far he went.  He's 
                         gathered invaluable information 
                         out there.

                                     PTO
                         The reckless fool.  I'm not 
                         responsible.

               THX approaches the group.

                                     NIN
                         What happened?

                                     DWY
                         What stopped you?

                                     TWA
                         How far did you go?  Was it cold?

                                     PTO
                         You have nothing to fear.  You're 
                         safe again.

               THX walks past the group, ignoring them, and lies down on 
               his bed.

               They all start for him.

                                     NIN
                         Wait!  I'll talk to him.

                                     TWA
                         Ask him about the air.  He looks 
                         out of breath.

               NIN goes over and sits on the edge of THX's bed.  THX does 
               not acknowledge his presence.  The other felons return to 
               their beds.

                                     NIN
                         Can you speak?  Can you hear me?

               THX lies quietly, trying to sleep.

                                     NIN
                         I want to help you.  You can help 
                         us.  Here, take a biscuit.

               THX gives him an annoyed look.

                                     NIN
                         You understand me, can you speak?

               DWY comes up to the bed.

                                     DWY
                         I think he's deficient.

                                     NIN
                         I don't think so.  Why don't you 
                         go find something else to do?

                                     DWY
                         Then why doesn't he speak?  Can't 
                         he hear?  I don't think he knows.

               Loud yelling is heard and DWY and NIN turn to see SEN and 
               CAM struggling on the floor.  They roll against OUE's bed, 
               knocking him on the floor, where he lies motionless.  TWA 
               pulls CAM away and SEN scrambles back to his bed.

                                     CAM
                         He took my food.  He stole it.

                                     TWA
                         Now, now.

               DWY goes over and lifts OUE back onto his bed.  NIN turns 
               back to THX.

                                     SEN
                              (yelling at CAM)
                         I thought you were through with 
                         it!

                                     NIN
                         We cannot stay here and allow 
                         ourselves to be destroyed.  You 
                         can work with us.  An organized 
                         plan of escape must be devised 
                         first.  Could you see anything?
                              (pause)
                         You want to leave.  You're not 
                         like them.  You must have left 
                         something, or someone.

               THX winces at the question.

                                     NIN
                         A plan.....an organization.  I 
                         will see to it that we all get out 
                         of here safely.  As soon as you 
                         give us a detailed description of 
                         the barrier, we can begin.  
                         Information is the key.
                         We must concentrate on gaining 
                         information.  You're with us, I 
                         know.  I have a contract..

               He takes a piece of paper out of his shirt.  THX lies 
               silently, apparently asleep.

                                     NIN
                         All it says is: you're with us.  
                         We can only make it together.  We 
                         must convince the others.
                              (pause)
                         Well, later, then.

               NIN leaves.  THX opens his eyes and ponders the incident.

                                                            DISSOLVE TO:

               SEN is busy cleaning his bed area.  CAM is helping TWA 
               build a crude telescope on the edge of the bed area.  DWY 
               is sharpening his spoon.  THX is sitting on his bed with 
               his head in his hands..

               NIN and PTO are involved in discussion.  PTO's mind is 
               wandering as he trys to follow NIN's train of thought.

                                     NIN
                         Without most of us realizing it, a 
                         "new alignment" has been formed... 
                         and it is an exciting, healthy 
                         development..  this alignment is 
                         already a new majority; it will 
                         effect the future of us all for 
                         generations to come.  We need a 
                         new unity, but not a unity which 
                         discourages dissent.  We Need 
                         dissent.

               He touches PTO to emphasize the point.  There is a pause.

                                     NIN
                         But we need a creative dissent.  
                         Our voices are not joined in any 
                         harmonious chorus, but the 
                         differences are differences of 
                         emphasis, not of fundamentals.  
                         Now, the new alignment's greatest 
                         need is to communicate with all 
                         its elements, rather than march 
                         along in parallel line that never 
                         converge.  Tomorrow as we focus 
                         the new movement more clearly, we 
                         will gain a new unity.

                                     PTO
                         What?

               A policeman appears out of the white with a three foot 
               high, hunch backed, long-haired freak.  The policeman pounds 
               his staff three times.  All the felons are dumb-founded at 
               the sight of the freak.

                                     POLICEMAN
                         A nondescript: 364-1399284 The 
                         policeman exits; the freak stands 
                         helpless and frightened.

                                     SEN
                         What is it?

                                     NIN
                         Good Lord!

                                     PTO
                              (proud of his 
                              knowledge)
                         A shelldweller.  They live in the 
                         outer shell of the city.  Quite 
                         unique, there have been two here 
                         before.  They smell.

                                     TWA
                         Interesting....

               TWA cautiously goes over to it to get a closer look.  When 
               he gets close enough he pokes it.  The freak lets out a 
               shrill screech and hobbles as fast as it can away from 
               TWA.  It jumps up and lands on DWY's lap.  DWY is paralyzed 
               with fear as the freak clutches to him with all his 
               strength.

               The freak looks at DWY with sad, helpless eyes.  DWY comes 
               out of his shock and throws the freak onto the floor.

                                     DWY
                         Get....get away, get, get, get, 
                         get away....

               The freak hobbles off to an empty bed and huddles in a 
               ball at its base, quaking with fear.  TWA starts for it 
               again.

                                     CAM
                         Leave it....for a while.

               CAM and TWA go back to the telescope.  NIN and PTO return 
               to their conversation.  THX lies quietly on his bed.  SEN 
               continues to clean his area.  DWY sits on his bed.  He is 
               crying.

                                                            DISSOLVE TO:

               53.  CAM is at the telescope, aiming it into the whiteness, 
               in an apparently futile search for some concrete object.  
               TWA is at his side.

                                     TWA
                         There!

               TWA points and CAM moves the telescope in that direction.

                                     CAM
                         No, nothing.

               TWA points again.

                                     TWA
                         There!

                                     CAM
                         Nothing.

               THX is also standing at the edge of the limbo, not far 
               sway, staring out at nothing.  TWA and CAM conclude their 
               search after a few more fruitless attempts at sighting 
               something.

               NIN and PTO are having another discussion.

                                     NIN
                         I think that a leader must, whenever 
                         he possibly can, make the decision 
                         for more knowledge rather than 
                         less, but he must also have the 
                         wisdom to limit freedom so as to 
                         insure freedom.  That is what will 
                         keep us strong and give us 
                         direction.

               TWA and CAM come over and sit down.

                                     PTO
                         Well?

                                     TWA
                         Out of a random selection of 150 
                         locations with 150 possible 
                         sightings, there were 146 absolute 
                         negatives and four conditionals, 
                         most of which occurred in the early 
                         familiarization stages of the 
                         experiment and can be largely 
                         discounted.

                                     PTO
                         Not very encouraging.

                                     TWA
                         On the contrary!  It absolutely 
                         proves what I have always felt.  
                         We are located in an apparently 
                         uniform space with no visible 
                         limits.  We are just now beginning 
                         to push back the clouds of ignorance 
                         and perceive the truth.  We must 
                         continue the search.

                                     NIN
                         I have always tended to believe 
                         that this kind of knowledge is all 
                         well and good in its place, but 
                         anything can be taken too far, and 
                         when you've got everyone looking 
                         off into telescopes and not tending 
                         to business right here, then, I 
                         believe, we have gone too far.

               THX has noticed a policeman approaching the group.  He 
               turns and goes back to his bed module.

                                     TWA
                         The sighting of a fixed point beyond 
                         our confines is fundamental to all 
                         other problems and issues.  It 
                         would instantly determine whether 
                         we are, whether this world is, in 
                         fact, moving or standing still.

               The policeman enters the area and walks over to DWY, who 
               has been sitting quietly on his bed.  TWA leans over and 
               whispers to CAM, and as the policeman leads DWY quietly 
               away, they return to the telescope.

                                     NIN
                         I have been thinking seriously 
                         recently about the role we are 
                         expected to play as individuals 
                         and as a unit within the broader 
                         outlines of society.

               He addresses himself to the whole group.

                                     NIN
                         Each of us, of course, feels very 
                         strongly as an individual, but I 
                         think we could all agree that there 
                         is something here that binds us 
                         all together.  In this way, we are 
                         a whole made up of different parts.  
                         But in the way that each of us 
                         relates to all of us together, all 
                         of us together are but a part of 
                         society as a whole.

               No one is really listening to him.

                                     NIN
                         Now I come to my point: each one 
                         of us can be in unity with the 
                         rest only if there is a leader who 
                         can the unifying.  When Posterity 
                         judges our actions here it will 
                         perhaps see us not as unwilling 
                         prisoners, but as men who, when 
                         faced with the choice, preferred, 
                         for whatever reason, to remain as 
                         non-contributing individuals on 
                         the fringe of society.  We must 
                         not let this happen, gentlemen.  
                         The choice is there, make no mistake 
                         about it!

               NIN looks around, trying to elicit a response.

                                     NIN
                         We must first choose a leader to 
                         unite us together, and then venture 
                         out and return once more as 
                         contributing and vital members of 
                         the greater organism of society.

               NIN's speech has been increasingly passionate, and ends on 
               a note of triumphant exhortation.  The freak begins to 
               cry; everyone else is silent.

               TWA, who has not been listening to the speech, is still 
               sighting through the telescope.

                                     TWA
                         Aha!

                                                            DISSOLVE TO:

               54.  CAM is shaving his head while PTO is giving him a 
               history lesson.

               The Freak is crouched in the background.

                                     PTO
                         ......because of the great pressure 
                         and bad air, they never attain a 
                         height greater than four feet 
                         although some of them are ferocious 
                         fighters and show great courage 
                         and skill.  Whether they are 
                         descendants of those who lost them-
                         selves in the superstructure, or 
                         whether they are actually a separate 
                         race, no one can tell.  They depend 
                         on their strange appearance and 
                         peculiar smell to fend off any 
                         intruders, and they make the city 
                         shell a most unpleasant place in 
                         which to be lost.  The authorities 
                         tolerate a moderate amount of them 
                         at any one time, but they must be 
                         kept under control with occasional 
                         sweep campaigns, which is probably 
                         where this one came from.

                                     CAM
                              (repeating the lesson)
                         Because of the great pressure and 
                         bad air, they never attain...

               TWA, who has been busy making calculations, suddenly bursts 
               in:

                                     TWA
                         I've got it!  Astounding!

                                     PTO
                         What?

                                     TWA
                         No one could have imagined anything 
                         one-thousandth as fantastic as the 
                         sober facts uncovered by patient 
                         inquiry.  This world is in a state 
                         of static-mobility:  we are at the 
                         same time moving and standing still.

                                     NIN
                         That's the most ridiculous thing 
                         I've ever heard.

                                     TWA
                         It may seem ridiculous to the 
                         untrained mind, but if you were 
                         able to interpret the calculations 
                         you would see that an apparent 
                         paradox is actually a perfect and 
                         elegant system in concept and 
                         design.

               A policeman approaches the group.

                                     TWA
                         However, for myself there is a 
                         great deal more that I would like 
                         to know.

               Why is this world as it is and not something else.  Why is 
               this world here at all.  It is true that at present I have 
               no clue to the answers to questions such as these, but....

               The policeman enters the group and walks over to CAM, leads 
               him away without a word.

                                     NIN
                              (to PTO)
                         There goes another of your 
                         disciples.

                                     PTO
                         It seems I am destined to endure 
                         many frustrations....but at the 
                         same time I am secure in the 
                         knowledge that the thrust of my 
                         studies has been in the right 
                         direction, and that even if it 
                         remains incomplete, my search has 
                         not been in vain.

               PTO watches CAM being led off by the policeman.

                                     PTO
                         Our life is brief and powerless.  
                         On all of us, the slow, sure doom 
                         falls pitiless and dark.  Blind to 
                         good and evil, reckless of 
                         destruction, omnipotent authority 
                         rolls on its relentless way.  
                         Condemned today to lose our friends, 
                         tomorrow ourselves to pass through 
                         the gate of darkness, it remains 
                         only for us to cherish, before the 
                         blow falls, the lofty thoughts 
                         that ennoble this little day; 
                         disdaining the coward terrors of 
                         the slave of fate, to worship at 
                         the shrine that our own hands have 
                         built; undismayed by the empire of 
                         chance, to preserve a mind free 
                         from the wanton tyranny that rules 
                         our outward life; proudly defiant 
                         of the irresistible forces that 
                         tolerate, for a moment, out 
                         knowledge and our condemnation, to 
                         sustain alone, weary but unyielding, 
                         the world that our own ideals have 
                         fashioned despite the trampling 
                         march of unconscious power.

               THX looks into the void.  There are tears in his eyes.

                                                            DISSOLVE TO:

               55.  The blue meal buzzer goes off and the men eat.  DWY 
               tries without any results to get OUE to eat something.  
               The Freak is very protective of his food, and is very sloppy 
               when he eats.  SEN eats only a small portion of his food, 
               and puts the rest in his bed module.  He then goes over 
               and sits with THX.

                                     SEN
                         What is the Freak doing?  He chews, 
                         but he doesn't seem to eat.  The 
                         longer it stays, the greater the 
                         mess.  Nobody lifts a finger.  
                         Isn't anybody going to get rid of 
                         the damn thing?
                              (pause)
                         All of its leavings are piling up.

               THX is eating, unconcerned with SEN's problems.

                                     SEN
                         I can't do a good job.  As soon as 
                         I get things cleaned up....it's 
                         hopeless, a hopeless task.
                              (pointing to the 
                              others)
                         I'm going to tell them I've had 
                         it.  They don't know any better.  
                         Countless diversions.  Deciding 
                         where we are.  Arguing about 
                         leaving.  Trying to determine the 
                         future.  Ridiculous.  What about 
                         keeping things livable here?
                         Now?
                              (pause)
                         can't hide anything.  I can't put 
                         anything aside.  Nothing can be 
                         saved, nothing....can be hidden.  
                         They're beginning to go into my 
                         corner and look for things.
                         Their things.  They're my 
                         things.....  They're going to take 
                         it all.  I know what they're 
                         planning.  After all my saving, 
                         starving...there must be something 
                         else.  Don't you agree?  You're 
                         calculating...

               SEN is stopped by the banging of a policeman's staff.

                                     POLICEMAN
                         LUH 9998

               THX is startled by the felon's prefix.

                                     THX
                              (quietly, almost 
                              involuntarily)
                         LUH! .......

               He turns to see an older, quiet-looking man.  The policeman 
               leaves and THX slumps in depression.

                                     SEN
                              (casually interested)
                         What happened to her?  Do you know 
                         where she is?  Why isn't she here...
                              (pause)
                         What are you thinking?

               THX is obviously thinking about something important.  He 
               seems to have made a decision.

               NIN is sitting with OUE, trying o get him to sign his 
               petition.

                                     THX
                         I'm leaving.

                                     SEN
                         What?

               THX turns to SEN with a very determined look.

                                     THX
                         I'm leaving.

                                     SEN
                         When?.....How?

                                     THX
                         Right now.

                                     SEN
                         But you can't...you.

               THX starts to walk out of the area and into the whiteness.

                                     SEN
                         Wait, I'm coming too.

               SEN runs over to his bed and starts stuffing surplus food 
               into his shirt.  NIN comes over to him, pointing out at 
               THX.

                                     NIN
                              (agitated)
                         What's going on....what are you 
                         doing?

                                     SEN
                         We're leaving.

                                     NIN
                         What?

                                     SEN
                         We're leaving.

                                     NIN
                         Who?  Who's leaving?

                                     SEN
                         THX and me.

                                     NIN
                         But you can't.  We must escape.

               The new alignment.  The plan.

               The organization.

               SEN's shirt is bulging with food.  He has wrapped more 
               food up in a piece of cloth.  As he starts to go after 
               THX, NIN grabs his arm and tries to restrain him.

                                     NIN
                         Wait....sit down, let's talk about 
                         it.  You can't just do this on 
                         your own.  We must present a united 
                         front...gather more pertinent 
                         information... plans have to be 
                         made.

               SEN breaks away from him, and some of the food spills out 
               of his shirt, bouncing across the floor.  He runs after 
               THX.

                                     NIN
                         Think of the new alignment.  What 
                         are you doing?
                              (yelling)
                         You can't do this!

               PTO, TWA, and LUH join NIN on the edge of the white limbo.  
               They watch SEN and THX walking off.

                                     NIN
                         We must escape.  We have plans.  
                         We can leave.  We must wait until...

                                     TWA
                         Incredible!

               NIN's yelling fades as SEN and THX venture further from 
               the group of modules.  Eventually, the beds disappear 
               completely.  THX and SEN are alone in the white.

               WHITE LIMBO

               EXTREME LONG SHOT

               THX walks briskly through the white.  SEN follows a short 
               distance behind, occasionally dropping a cube of food.

               LONG SHOT

               THX and SEN are sitting, resting in the vast void.  SEN is 
               eating.  THX is thinking.

               MED SHOT

               They are walking.  SEN seems to be having a difficult time.

                                     SEN
                         The air is getting thinner.
                              (pause)
                         Or the pressure is getting greater.  
                         It's the pressure.

               How do you feel?

               THX is not listening to SEN

                                     SEN
                         My ears feel funny....are you sure 
                         this is the right direction?

               They walk until SEN drops on the floor, out of breath.

                                     SEN
                         It's the air.  It's closing in.

               I can't stand it any longer.  There's no room.  No air.

               THX goes over to him.

                                     THX
                         I haven't got time.  You can stay 
                         here if you like.

               THX starts off into the white.

                                     SEN
                         No!

               SEN gets up and follows after THX.

                                     SEN
                         It shouldn't be this far.

               They walk on.  Suddenly THX stops short.

                                     SEN
                         What?

                                     THX
                         Look!

               He points to a black dot in the distance.

                                     SEN
                         Oh No!

               They stand for a moment, watching the dot.

                                     THX
                         It doesn't seem to be moving.

               They start walking in the direction of the dot.

                                     SEN
                         Look, he's waving...It's a man.  
                         He's waving.

               Soon, they are close enough to see the man is a negro 
               mannequin, SRT 5555.  He begins to walk toward THX and 
               SEN.  They are frightened, and stop walking.  SRT approaches 
               them.

                                     SRT
                         Hello...hello.  Where did you come 
                         from?

               Both THX and SEN are speechless.

                                     SRT
                         Well, it doesn't make any 
                         difference, I guess.

               He notices SEN's food.

                                     SRT
                         What's that?  Food?  Good, I'm 
                         starving.  Do you mind?

               He takes a piece of food from SEN's shirt.  SEN is frozen 
               with fear.  SRT begins to eat.

                                     THX
                         What are you doing here?

                                     SRT
                         I was lost.

                                     THX
                         ...and you're not lost now?

                                     SRT
                              (mouth full)
                         No, I...

                                     SEN
                         You know the way out?!

                                     SRT
                              (chewing)
                         Um hmm...

                                     THX
                         Which way?

                                     SRT
                              (swallowing)
                         That way.

               He points in the direction from which THX and SRT have 
               just come.

                                     SEN
                         That's where we were.

                                     SRT
                         Maybe you were traveling in circles.  
                         That's the way out.

                                     THX
                         How do you know?

                                     SRT
                         Look more closely.

               Out of the whiteness a row of faint beacons flash.  The 
               men start off in that direction.

               As the beacons become more distinct, the men break into a 
               trot, then into a run.  SEN trips and falls, sending food 
               bouncing in all directions.

                                     SEN
                         Wait, help.

               SRT stops to help him up.  THX waits until they catch up.  
               The three of them run out of the white limbo into a dark 
               side area.

               They stop to catch their breath.

                                     SEN
                         There was nothing there.

               SRT looks at THX and smiles.  They walk along the edge of 
               the white until they reach a door.

                                     SRT
                         It could lead anywhere...

               THX puts his ear to the door.  He hears nothing.

                                     SEN
                         No...Let's not...

               SRT opens the door, revealing an extremely crowded hallway.  
               The roar is deafening.

               CITY MAINWAY

               The men stand looking into the river of people.  THX points 
               to a red door on the opposite side.

                                     THX
                              (shouting)
                         Let's head for that door.

               The three men are engulfed by the moving people.  Fearful 
               of being noticed, they are tense as TV cameras scan the 
               crowd.

               They struggle to fight the swift current.  SEN begins to 
               panic as he becomes separated from THX and SRT.  The shuffle 
               of feet is so loud that SEN's crys are not heard.

               THX sees SEN drifting further and further away, but he is 
               helpless to do anything.  THX yells at SRT who is directly 
               ahead of him in the stream of people.

                                     THX
                         We've lost SEN!

                                     SRT
                         What?

                                     THX
                         Lost SEN!  He'll never find us.

                                     SRT
                         Too late....stay close.

               THX and SRT make it to the opposite side of the hallway.  
               They move along the wall until they reach the door which 
               reads:  "Reproduction Center 35 No Entrance"  SEN helplessly 
               disappears in the distance.

               He screams, but cannot be heard as he floats through the 
               hallways.

               THX and SRT enter the reproduction center.

               CONTROL CENTER

               A row of observers sit at their monitors, as a control 
               officer, ELC 3433 (dressed in yellow), enters the room.  
               He walks over to one of the observers and is handed a stack 
               of report tapes.  He take the reports to his desk and begins 
               to listen to them.  The control center seems relatively 
               calm.

               REPRODUCTION CENTER

               SRT and THX are sitting in a large room illuminated by 
               blue lights and filled with large jars.  The jars contain 
               human embryos.

                                     SRT
                         ...it doesn't matter.  The rest of 
                         it just didn't happen.

                                     THX
                         What are you talking about.
                         How do you know?  I need her!
                              (to himself)
                         I need her.  She needs me.  I've 
                         got to get to her.

                                     SRT
                         Maternity ward, huhh!

                                     THX
                         We'll never make it through that 
                         mainway...I wonder what happened 
                         to SEN.
                              (pause)
                         I'm crazy!  This whole thing is 
                         crazy...What am I doing?  My mind 
                         is full of so many things I can't 
                         think of anything, anymore.
                              (annoyed, to SRT)
                         Who are you?

                                     SRT
                         Who?  Me?...I don't know.

                                     THX
                         What kind of answer is that?

                                     SRT
                         I don't know.

                                     THX (VERY FAST)
                         You have to!....I'm 1138 THX Magnum 
                         manipulator 347 cell 94107 Precinct 
                         3 Residence:  Level 6421 Complex 
                         12 Ramp 5.  Roommate 3417 LU...H.

                                     SRT
                         Oh, That!  I'm 5555 SRT Entron..

                                     THX
                              (angry)
                         I don't care.

               SRT gets up and looks around the embryo room.  He takes 
               one of the jars and removes it from the shelf.

                                     THX
                         It's all her fault!...She put 
                         orinase in my sedation.

               SRT looks at THX and puts the jar back in its niche.

                                     THX
                         How can I love her?

               SRT goes over to a control panel and begins to inspect it.  
               He discovers a maintenance entrance to the computer.  A 
               small sign on the door reads:

               "REPRODUCTION CONTROL COMPUTER MAINTENANCE."

               No entrance.  Use no electrodevices beyond this point."

                                     SRT
                         Look!

               THX goes over to the computer.  SRT pulls the door open.

                                     THX
                         No!

               An alarm goes off, and a recorded voice is heard.

                                     VOICE
                         You are engaged in an unauthorized 
                         procedure.  Check cybernetic manual 
                         F-45.  If you do no have an F-45, 
                         you are in violation.  This is a 
                         double A restricted precinct.  
                         Remain where you are.  Authorities 
                         will arrive shortly.

                                     THX
                         You should know better than that!

               THX looks up at a TV camera.  The two felons are seen on a 
               TV monitor.

               CATHEDRAL

               The Cathedral is a vast, dark, and empty hall.  Dimly 
               perceivable are strange-looking cameras on large dollies; 
               cables are strewn across the floor.  At one end is the 
               portrait of OMM and the huge figure eight.

               A door open slowly at the far end of the hall and lets in 
               a shaft of light.  The air is filled with dust.

               SEN enters through the door, marked  "SAG - 68Y Personnel 
               only."

               His bag of food hangs limply and he is exhausted.  Slowly 
               and cautiously he moves down the rows of strange shadowy 
               devices.

               From the dark background there is occasionally a glint of 
               polished metal or glass.  Amber safety lights are spaced 
               evenly along the unseen walls.  Every sound he makes echoes 
               throughout the empty space.

               He stands for a long while in front of the portrait of 
               OMM.  In the background, only dimly seen, are huge cards 
               reading: "Before OMM was OMM, After OMM will be OMM, Within 
               OMM" etc.. He tosses the bag of food on the floor; one red 
               sphere rolls out and comes to a stop.  He looks at it and 
               smiles wryly.

                                     SEN
                         They took everything...and then 
                         they were going to take my food.

               He says this as a matter of fact, not trying to excuse 
               anything.

                                     SEN
                         My food....I was afraid and I ran 
                         away.

               The portrait of OMM looks down silently.

                                     SEN
                         I know it was wrong, OMM.  I want 
                         to go back...I want to do the right 
                         thing.  I want to go back.

               The sound of footsteps is heard, and SEN turns in panic to 
               see who it is.

               COMPUTER INTERIOR

               THX and SRT run through the labyrinth of electronic circuit 
               panels.  THX begins to show signs of exhaustion as they 
               run through the rows of electrodes.

               CLOSE ANGLE

               THX stops to catch his breath.  SRT disappears around a 
               corner.

               THX runs to catch up, but when he reaches the corner, he 
               discovers SRT has disappeared.  He goes alone.

               CONTROL CENTER

               In the control center ELC receives a report.

                                     VOICE
                         .....and two inmates have fled 
                         detention block R, habot 92.
                         They have been missing for 
                         approximately 3:32.16 hours.

               The report is simultaneously typed into a computer.

                                     VOICE
                         1138 THX and 5241 SEN.  Relay 
                         current position.

               ELC appears calm and unconcerned as he speaks over the 
               intercom.

                                     ELC
                         We have a U65 on a K8.  Transfer 
                         all unauthorized contacts in 
                         precient 688 CON-G to this center.
                         Mode 7.

               Instantly, the computer readout activates.  ELC reports 
               into an intercom.

                                     ELC
                         Request two PB848's:  officers 
                         1999 and 2187.  Proceed with 
                         recovery operation of felons 1138thx 
                         and 5241sen.  Current position 
                         reproduction center 35, precient 
                         688, CON-G.  Report when felons 
                         are in custody, revised position: 
                         HOLD....
                         Felons have entered maintance area 
                         of reproduction control computer 
                         35-B4.  Transfer.

               ELC turns to watch an assembly accident on one of the 
               monitors.

               CATHEDRAL

               SEN is peering into the shadows.  Just barely visible, 
               standing on the other side of the cathedral, is a white 
               robed figure.

                                     VOICE
                              (echoing through 
                              the hall)
                         This is not the place for prayer.

               SEN shows no surprise and says nothing.

                                     VOICE
                         If you want to speak with OMM you 
                         must go to a UNICHURCH, you know 
                         that.

                                     SEN
                              (to himself)
                         Yes....

                                     VOICE
                         What?....Are you in any trouble?

                                     SEN
                         No...No...I'm all right.  I'm going 
                         now.

               SEN picks up his bag and starts for the door.  The white 
               robed figure, which we can now see is a monk, stops him.

                                     MONK
                         Are you SAG?....What is your number 
                         and prefix?  I'm going to have to 
                         put this in your record.

                                     SEN
                         No...I'll just leave.

                                     MONK
                              (holding him)
                         I'm sorry, I have to report all 
                         intruders.....Where is your 
                         identification badge?

                                     SEN
                              (looking at his 
                              lepel)
                         I lost it.

                                     MONK
                         You're in violation.  I'm going to 
                         notify the authorities.  This is 
                         beyond my jurisdiction.

               The monk turns to leave, and SEN grabs him, knocking him 
               to the floor.

                                     SEN
                         No!  Give....Give me time.

               SEN begins to beat the unconscious body of the monk.  
               Slowly, he stops and then slumps, holding his face in his 
               hands.

                                     SEN
                         OMM...OMM What have I done?

               He takes the body in his arms, and then goes through the 
               monks pockets.  He finds some pills and takes them.

               COMPUTER INTERIOR

               THX is standing at the intersection of three computer 
               hallways: puzzled.  He turns to see a chrome policeman 
               come around the corner at the other end of the hallway.

               MED ANGLE

               THX runs down a corridor away from the policeman.  Exhausted 
               and trapped, he discovers an opening between two electronic 
               panels, and squeezes into the cramped hiding place.

               FULL SHOT

               The robots stop a short distance from where THX is hiding.

               Another policeman joins him.

                                     POLICEMAN
                         We need assistance.  Electroscan 
                         impossible.  Must rely on visual 
                         sighting.  Request three additional 
                         officers.

                                     ELC
                         Assistance priority request filed.
                         Continue with operation.

               The policeman move off down the hallway.  When their 
               footsteps fade, THX pokes his head out of his cubbyhole.

               MED ANGLE

               THX runs through the electronic hallways.  He stops at an 
               exit; a hole high in the ceiling with a ladder in it.  
               Suddenly he hears someone coming.  He jumps for the ladder 
               and misses, landing on a heap on the floor.

               CLOSE ANGLE

               He is about to make another leap when someone grabs him 
               from the rear.  THX faints and collapses on the floor.

               CONTROL CENTER

               Photos and file histories of THX and SEN are projected on 
               the large screen.  ELC is speaking into a dictaphone, and 
               his request is instantaneously typed into the computer and 
               onto the screen.

                                     ELC
                         ....and both felons were located 
                         in reproduction center 34.
                         Apprehension pending.  Priority 
                         shift for 3 additional officers 
                         delayed.  Subjects will be returned 
                         to.....

               He breaks off his dictating as a report comes through on 
               his headset.

                                     VOICE
                         Priority shift granted.  Officers 
                         5254, 9696 and 1970 dispatched to 
                         Con G.

                                     ELC
                         It's about time (into intercom).

               Three additional officers enroute to assist in operation.  
               Advise at time of apprehension.

               TRAM STATION

               SEN is riding in an almost empty tram.  There is only one 
               other passenger - a man asleep about four rows behind him.  
               The tram comes to a stop and an announcement is made over 
               the PA system.

                                     ANNOUNCER
                         Termination of exurban link-DD 
                         NECK 08.  This tram will return to 
                         central web in five minutes.

               There is a soft hiss and then silence.  The man in back of 
               SEN wakes up, looks around, then falls asleep again.  SEN 
               gets up and cautiously leaves the tram.

               FULL SHOT

               Outside, the tram station is deserted and only partially 
               completed.

               There are corridors leading from the station, but these 
               too, are unfinished.  The station is lit only by dim work 
               lights.  The sound of running water is heard.

               CLOSE SHOT

               SEN very timidly begins to explore one of the corridors.  
               The walls are solid, uneven rock, covered with plastic 
               sheeting.  Many tubes and wires are lying on the floor, 
               leading off into the distance.

               Occasionally there is a strange-looking tool dropped against 
               the wall.

               MED SHOT

               SEN comes to a section of rock that is steaming.  There is 
               a strong draft blowing past him toward the tram station.  
               As he rounds a corner a strange volcanic sound comes from 
               the depths of the unfinished corridor.  Suddenly a large 
               rat scampers past him and into the uncompleted shaft.

               CLOSE SHOT

               SEN is terrified and at the same time intrigued by what he 
               is seeing.  He stops and listens.  He hears the sound of 
               the trams pressure valves closing up.

               FULL SHOT

               He looks back, he cannot see the tram and he is instantly 
               overcome with fear.  He runs madly around the corner and 
               down the corridor.  The tram is till there.  He reaches 
               the tram just as the door begins to close.

               CONTROL CENTER

               One of the observers reports to ELC.  On his TV monitor 
               two chrome policeman fuss over the body of the slain monk.

                                     OBSERVER
                         I have an unusual report - a 
                         nonaccidental death.  Are there 
                         any felons reported in section 692 
                         CON F?

                                     ELC
                         No, the closest thing I have is in 
                         CON G, they couldn't have done it.  
                         Relay to analysis.

               He thinks to himself for a minute.

                                     ELC
                         (to the observer)...Let me recheck 
                         ....(he typed into computer)...
                         Backlog on case 6178821150.

               The computer readout activates.

                                     ELC
                         I have an unexplained discrepancy.
                         A description of one of the felons 
                         trapped in reproduction center 35 
                         doesn't match his Harris profile.
                         Transfer any unauthorized contact 
                         for a radius of 30 sections.  Relay.

               The computer readout activates.

               NARROW PASSAGEWAY

               THX lies unconscious on the floor of a hallway, filled 
               with pipes and tubes.  SRT is looking down through the 
               ladder hole watching a policeman pass under him.

               THX begins to regain consciousness.

                                     SRT
                         I'm sorry...I didn't mean to 
                         frighten you.

               THX looks around and realizes he has been moved out of the 
               computer.

                                     THX
                         How did you get me up here?...

               It is very hot and sweat forms on THX's forehead.  There 
               is a large rumble and the entire passageway vibrates.

                                     SRT
                         What was that....

                                     THX
                         Must be an expressway....
                         You don't have to stay here, you 
                         know....

                                     SRT
                         What have you done, Cut your hand?

                                     THX
                         I'm all right THX rises and they 
                         begin to walk along the passageway.  
                         At the end of the hall is a small 
                         metal door, a sign read "Level 
                         842CON G, Division of Plastic, 
                         Vendable manufacturing stations" 
                         the door is jammed and it is 
                         difficult to open.  Finally the 
                         latch snaps and the door swings 
                         open.

               SCHOOL PLAZA

               SEN is sitting with his head in his hands.  Along one wall 
               is a school with windows facing the plaza.  Children are 
               playing various games in the center of the plaza.  One 
               group forms a human labyrinth and tow children play tag in 
               it.  Two children are standing apart from the others, one 
               is adjusting a strange device of the other's arm.  After a 
               few moments one child approached SEN.

                                     CHILD
                         My inducer fell off.

                                     SEN
                              (Looks up)
                         What...?

               The child holds out his arm to SEN.  A small blue plastic 
               pouch has detached from the underside of his arm.  He points 
               at the other child standing in the background.

                                     CHILD
                         3114 knocked it off.

                                     SEN
                              (Confused)
                         Oh?....

                                     CHILD
                         He didn't mean to.

               SEN takes the pouch.  Printed on it are the words "Advanced 
               primary economics 5867H"  It is filled with a creamy fluid 
               which is dripping slowly out of the plastic tube.

                                     CHILD
                         Look out!

               He grabs the pouch from SEN and pinches the tube shut.

                                     CHILD
                              (Angry)
                         What's the matter with you?

               The other child has come over and is watching.

                                     SEN
                         I'm sorry...let me see it again.

               The child reluctantly gives him the pouch and SEN is careful 
               to keep it upright.  Sticking out of the child's arm is a 
               small plastic receptor tube.  SEN fits the pouch's tube 
               into it.  The child looks at SEN.

                                     CHILD
                         What are you doing here?  Where's 
                         your badge?

                                     SEN
                              (Busy with the pouch)
                         I'm an escaped felon.

               The two children look at each other wide-eyed.  The second 
               backs off a little.

                                     FIRST CHILD
                         You are not!  Why aren't you 
                         arrested?

               SEN looks up and smiles and motions the other child closer 
               again.

                                     SEN
                         I'm waiting to be picked up.

               Here, hold this...

               He hands the second child the first's pouch and tears a 
               strip of cloth from his shirt.  He ties it around the arm 
               holding the pouch secure.

                                     SEN
                         There!

               The two children are fascinated, knowing whether to believe 
               SEN or not.

                                     SECOND CHILD
                         What's your name?

                                     SEN
                         SEN 5241

                                     SECOND CHILD
                         I'm 3114 and he's 1112

                                     SEN
                         Hello....
                              (Looking at the 
                              pouch)
                         How is that?  Any good....

                                     FIRST CHILD
                         (Shrugs) 
                         O.K.

                                     SEN
                         When I was in school it was all 
                         different.  We had to lie in bed 
                         all the time.  ADVANCED PRIMARY 
                         ECONOMICS was a bottle about this 
                         big.... (he indicates a football 
                         sized object)  It took a week.

                                     CHILDREN
                         Wow!

               PLASTIC FACTORY

               THX and SRT pass by large stacks of the three dimensional 
               hexagons that are sold in the commercial plazas.  
               Eventually, they enter a cold, blue-lit room filled with 
               dead bodies lying on metal slabs.

               The eyes and torsos of many of the bodies are covered with 
               a blue plastic film.

               MED ANGLE

               THX sits quietly on one of the empty slabs.  SRT wanders 
               through the dead bodies, occasionally lifting the covers 
               and looking underneath.  THX takes a cube of food out of 
               his shirt.  He considers the possibility of not offering 
               any to SRT.

                                     THX
                         Would you like part of this?
                         ....It's not much.

                                     SRT
                              (referring to the 
                              bodies)
                         All the insides are gone!

               THX Begins to eat.

                                     SRT
                         Did you know all the insides are 
                         gone from these people?

               THX continues to eat, not responding to SRT.

               CLOSE ANGLE

               On one of the slabs is a body with a particularly large 
               head.

                                     SRT
                         This one must have been a genius!

               SRT inspects the head.

                                     SRT
                         ...Yes, definitely smarter then 
                         the rest.

               He moves along to another body which we recognize as DWY.  
               He has no cloth over his eyes.

                                     SRT
                         This one has eyes.
                              ((Sardonic)
                         Why did they leave your eyes?  
                         Could you ever....

                                     THX
                              (recognizing DWY)
                         No!....

               THX goes over to DWY.

                                     THX
                              (Saddened)
                         I knew him.

                                     SRT
                         Soon he'll be a plastic cube.

                                     THX
                              (angry)
                         Shut up.

               SRT goes over and lies down on one of the slabs.  THX 
               remains with DWY's body, pondering his fate.

                                     SRT
                         Your a fool.....If you continue 
                         after LUH, you'll end up here.
                         Forget her.  You can't go back.

               THX wearly climbs onto a slab, just as a door opens and a 
               figure enters.  Both THX and SRT freeze in terror.

               MED ANGLE

               The figure begins to staple plastic tags on the ears of 
               the bodies, checking a list as he goes.  As he works, two 
               more figures enter with a cart and lift the tagged bodies 
               into it.

               CONTROL CENTER

               A TV monitor focuses on SEN sitting in the school plaza.

                                     ELC
                         We've lost contact with 1138.

               An unidentified felon is traveling with him.  Will transfer 
               further information when available.

                                     OBSERVER
                         Visual contact with 5241SEN.
                         ....Habot 25 CON-H, PS947.

               ELC switches to another intercom.

                                     ELC
                         Request PB848:  officer 1088 proceed 
                         with recovery of felon 5241SEN.  
                         Current position Habot 25, CON-H, 
                         PS947.

                                     OBSERVER
                         Negative sweep of CON-J, section 
                         H.

                                     ELC
                         Try closer to the reproduction 
                         center.

               SCHOOL PLAZA

               SEN is still sitting with the two children.  He listens to 
               them attentively.

                                     2ND CHILD
                              (correcting)
                         No...impresses on each of us.

                                     1ST CHILD
                         That's not how it goes.

                                     2ND CHILD
                         Yes it is....

                                     SEN
                         Go on.

                                     1ST CHILD
                         .....There are no other rational 
                         alternatives in this way.  We 
                         eliminate the economic function 
                         generated by the contrast of 
                         separate but compatible energies.

                                     2ND CHILD
                         Elements!  Compatible elements.

                                     1ST CHILD
                         Energies.

               As the children argue, SEN notices a policeman approaching 
               them.

               He stands up, and the children stop arguing and look on in 
               wonderment.

               CLOSE ANGLE

               The policeman tapes SEN's hands behind his back.  SEN looks 
               at the first child....

                                     SEN
                         You're right.

                                     1ST CHILD
                              (to second child)
                         See!

                                     2ND CHILD
                         He doesn't know.

               The policeman tapes SEN's mouth and eyes and leads him 
               off.  The children continue to argue about the word.

               PLASTIC FACTORY

               CLOSE ANGLE

               The figure with the staple gun approaches the slab on which 
               SRT is lying.

               A death tag is stapled to his ear.  He doesn't even flinch.

               The figure continues along the row of bodies, nearing THX.

               FULL ANGLE

               The figure staples a tag on THX's ear.  His body jerks 
               with pain, the figure jumps back with a yelp.

                                     FIGURE WITH CART
                         What's wrong?

               THX and SRT jump up and run to a side door making a quick 
               exit...

               The figures stand in shock..

               MED ANGLE

               THX and SRT run furiously down a long hallway;  there are 
               two doors at the end, one of which is locked.

               CLOSE ANGLE

               Four or five men enter from the end of the hallway, THX 
               tries the second door, which opens and they rush inside, 
               closing and locking the door behind them.

               OBSERVATION CELL

               They are in a small cramped observation cell.

                                     THX
                         We're trapped.

               SRT takes a tool from one of the control panels and smashes 
               a TV monitoring eye which has been observing them.

               CLOSE ANGLE

               THX is fumbling desperately at the controls of the master 
               board.

               A series of images flash rapidly across the TV screen:  
               trams in transit, people eating, factories, hallways.

               FULL SHOT

               SRT is feeling along the walls for a removable panel.

                                     SRT
                         That's a waste of time.

               THX continues pushing buttons, and a medical operation 
               appears on the screen.

                                     THX
                              (To himself)
                         That's not it.

                                     SRT
                              (Unconcerned)
                         No?

               THX adjusts some dials and more images appear on screen.

                                     THX
                         There!......There!

               He locks in a wide angle view of a maternity ward and starts 
               switching close shots to close shot, searching.

                                     SRT
                         Come here and help me, we have no 
                         time.....

               SRT is unscrewing one of the small panels.  He manages to 
               get it off and looks inside, (a mass of wires and circuit 
               boards.) obviously not an escape route.  Staring back from 
               the circuiting is a pair of small red eyes.  A hiss and 
               scuffling sound is heard as the eyes disappear.  SRT turns 
               to THX, but THX is completely absorbed in the monitors.

               SRT gets up and continues to prowl about the small room, 
               examining things, pushing an occasional button, unscrewing 
               various controls.

                                     SRT
                         The only way out seems to be the 
                         way we came in.

               SRT pushes another button and the voice of OMM is heard.

                                     OMM
                         This is OMM.  Everything is fine.
                         You are in my hands.  I will protect 
                         you.  Co-operate with Mercicontrol.  
                         They only want to help you.  
                         Everything is going to be all right.

               SRT manages half a smile and shakes his head.  THX finishes 
               his examination and slumps back in his chair, dazed.

                                     THX
                         She's not there

                                     SRT
                         No...... (Long pause)
                         She's dead THX........

                                     THX
                              (shouting)
                         You don't know that!

                                     SRT
                         All right...

               SRT goes over to panel and looks at the controls.

                                     SRT
                         Get up for a second....

               THX gets up, not knowing what SRT is up to.  SRT pushes 
               some buttons and dials in an image.

                                     SRT
                         There...

               The image on the screen is a bottled human embryo about 
               three months old.  It is alive moving slightly.  THX is 
               speechless.

                                     SRT
                         Remember this...?

                                     THX
                         Where's LUH?

                                     SRT
                         Look more closely.

               On the bottle we can see printed:  8888 Sexact. Maternal: 
               LUH 3417.  Paternal: (surmised) THX 1138.

                                     SRT
                         That's all that's left of her 
                         besides something like what's in 
                         the next room.

               There's a long pause.  The embryo turns its head..

                                     THX
                              (Quiet but intense)
                         No...no you're wrong.

                                     SRT
                         I'm only trying to help you.

               THX jumps up, pushing SRT across the room and into a panel 
               of monitors.  There are tears in THX's eyes....

                                     THX
                              (shouts)
                         You're wrong.

               THX slumps into his chair.  SRT get sup and goes over to 
               him.

               The embryo is still on the monitor.

                                     SRT
                         I'm sorry.

                                     THX
                         What do you want?

                                     SRT
                         Save yourself....

               SRT retracts the monitor to a full wide angle view of the 
               reproduction center.  THX's son is lost among thousands of 
               embryo bottles.

                                     SRT
                         ...life seems very natural, once 
                         you have been born, but, for the 
                         unborn it is a frightening mystery.  
                         It is not easy to choose life if 
                         you have never lived.

               CONTROL CENTER

               ELC receives a report over the intercom...

                                     VOICE
                         Observation booth 649, Division of 
                         plastic, CON H He flips to another 
                         channel.

                                     ELC
                         Request 2 PB848's:  Officers 4242 
                         and....
                              (He checks his 
                              computer 
                              readout.....)
                         ...2284.  Proceed with recovery of 
                         felon 1138 Prefix THX and 
                         unidentified companion.  Current 
                         position:  Vendable manufacturing 
                         Center 92.  Observation booth 694.
                         Precinct 331.  CON H.  Report when 
                         felons are in custody.....

                                     OBSERVER
                         No visual contact in OB 649.

                                     ELC
                         That's allright.  They're not going 
                         anywhere.
                              (He speaks into his 
                              dictating machine...)
                         ...research into advanced relay 
                         systems must be given more attention 
                         if any.......

               OBSERVATION CELL

               Various human dramas play themselves out over the TV 
               monitors.

               On one of the screens, and operation is in process.

                                     VOICE
                         Heart 6G, lungs 35OR, liver 
                         defective, kidney-right-641A...

               On another monitor we see a small crowd of people standing 
               in the morgue.

                                     SRT
                         Just look at all those people.

                                     THX
                         I thought of something.....

               They are interrupted by an intercom voice.

                                     POLICEMAN VOICE
                         Gentlemen, you have nothing to 
                         fear, everything will be all 
                         right....

               FULL ANGLE

               We see two policemen outside the observation cell talking 
               into a small intercom on the door.  A group of about five 
               or six people are gathering at the end of the hallway to 
               observe the scene.

                                     POLICEMAN
                         Stay calm, the door seems to be 
                         jammed or locked; please check the 
                         lock on your side.  We are not 
                         going to hurt you.  Everything 
                         will be all right.

               The policemen try the door again, but it does not open.  
               One policeman takes a pen-sized tool and begins to burn a 
               hole around the latch.

                                     POLICEMAN
                         Stay calm........

               CLOSE ANGLE

               THX madly typing into the computer, he speaks into an 
               intercom....

                                     THX
                         repeat..fire in observation 649 
                         ..... all systems....

               He turns to SRT; they smile at each other.

                                     THX
                         Get ready...

               SRT goes over to the door and grabs the lock.  Over the 
               intercom a recorded voice is heard.

                                     VOICE
                         Discontinue all operations....

               The robots stops and look at one another puzzled.

                                     VOICE
                         Repeat..discontinue all operations.
                         Correct procedure is essential...

               Stay clam..evacuate this complex...

               The onlookers begin to panic.  SRT yanks the door open and 
               one of the policemen tumbles into the booth SRT and THX 
               run head-long into the other policeman, pinning him against 
               the wall; he falls to the floor, dazed from the jolt.

               CONTROL CENTER

               A row of lights on ELC's panel light up.

                                     ELC
                         Report!

                                     POLICEMAN'S VOICE
                         Felons now fleeing section..

                                     ELC
                         Hold....(to an observer) mindlock 
                         Precinct 331 CON H general area...
                         MINDLOCK.....

               PLASTIC FACTORY

               As THX and SRT run toward the onlookers, the crowd starts 
               to disperse, panicked.

               The high whinning score is heard and suddenly everyone 
               freezes in motion, THX and SRT continue running, slowing 
               slightly, but they are not affected by the mindlock.

               FULL SHOT

               One of the policemen is helping the other to his feet and 
               reporting to ELC ....

                                     POLICEMAN
                         Mindlock stabilized, felons 
                         unaffected.  Pursuit instructions.

               We have been informed to discontinue operations, is this 
               correct..confirm..

               CONTROL ROOM

               A man places more reports on ELC's desk.

                                     ELC
                              (to policeman)
                         Continue pursuit, disregard previous 
                         instructions, proceed.

               ELC flips to another channel.

                                     ELC
                         Mindlock impossible.  Subjects 
                         suffering...total chemical 
                         imbalance.  Mindlock completely 
                         disrupted.  Request destruction 
                         clearance.  Stand by.

               The computer readout activates.

                                     ELC
                              (to policeman)
                         Proceed to dispersal center 21.
                         Projected route of flight will be 
                         transferred.

               MODUAL DISPERSAL CENTER

               THX and SRT make their way into a large, cavernous room.  
               It is a transport center at peak hour, and many people are 
               pouring into the area.

               CLOSE ANGLE

               THX and SRT thread through the crowded dispersing center 
               as the policemen struggle to locate them.  The felons are 
               swept toward the tram system.  SRT signals to THX.

                                     SRT
                         This way!

               They fight their way through the crowd, away from the tram 
               and toward the individual autojets.  TV monitors scan the 
               center.

               CLOSE ANGLE

               THX and SRT become separated in the pushing crowd.  
               Individually, they reach a row of the massive jet-powered 
               vehicles.  A policeman begins to move toward the autojet 
               area.

               FULL ANGLE

               THX gets into an Autojet.  SRT is at the other end of the 
               parking area and a policeman is between him and THX.  SRT 
               climbs into an autojet, careful not to be noticed by the 
               policeman.

               MED ANGLE

               THX starts his car with an ear-deafing roar.  He turns the 
               car out of its parking space and begins to coast out of 
               the center, past SRT's car.

               CLOSE ANGLE

               SRT is having difficulty starting his car.  On the 
               dashboard, a red light flashes:  ENGAGED.  He is slightly 
               comic as he tries to deal with the incredible array of 
               switches and buttons.

               FULL ANGLE

               The policeman is approaching as SRT continues his struggle 
               to start the car.  Suddenly, the powerful jets star and 
               the car uncontrollably lurches forward at great speed, 
               crashing head-on into a wall.  The car begins to smoke.

               CLOSE ANGLE

               THX has been watching in his rear view mirror.  He put on 
               his breaks and turns to look back.

               FULL ANGLE

               SRT cannot be seen in the smoking car.  The car lights go 
               on and then off.  The car explodes into a ball of flames.

               CLOSE ANGLE

               THX buries his head in his hands.

               EXPRESS TUNNEL

               THX's autojet roars through an express tunnel.  Two 
               policemen on sleek, exotic jetbikes round a corner with 
               beautiful precision.  Calmly, relentlessly, they pursue 
               THX.

               MED ANGLE

               Over his headset, THX listens for police reports.  The 
               messages on the channel are routine.  THX must constantly 
               fight to maintain control of his car.  He can see the two 
               policemen following on his radar scope.

               CLOSE ANGLE

               THX hears a strange noise coming from his car.  He tries 
               to find the source of the sound, and momentarily loses 
               control of the car.

               FULL ANGLE

               The car swerves and scrapes the wall of the tunnel.

               CLOSE ANGLE

               THX sees the policemen gaining on his radar scope and pushes 
               his car even faster, making it even more difficult to 
               control.

               The policemen momentarily drop back.  The loud noise in 
               his car begins to get worse, and he checks his gauges.  
               The policemen slowly begin to gain on THX.

               FULL ANGLE

               The car bobbles as THX has more and more difficulty keeping 
               it under control.  A part flies off, causing one of the 
               jet-bikes to swerve.  The policeman lose control of his 
               bike, tumbles across the roadway and bounces off the wall, 
               parts flying in all directions.

               CLOSE ANGLE

               As THX's speed increases, the engine heats up, moving the 
               indicator into the danger zone.  THX looks for a switch to 
               cool the engine.  He is now experiencing serious mechanical 
               trouble.  One of the engines is making a very loud 
               screeching sound.  Finally THX flips the right switch, and 
               the temperature needle moves out of the danger zone.

               The struggle for THX to maintain control of the machine 
               almost becomes more terrifying and important then the 
               pursuing policeman.

               FULL ANGLE

               Tension builds as the jet car and the jet bikes race at 
               incredible speeds through the maze of tunnels.  As the car 
               passes level markers, we realize THX is rising up through 
               the city.  Finally he reaches level 10.

               CLOSE ANGLE

               THX picks up a new object on his radar scope coming from 
               the opposite direction, heading directly toward him.  
               Suddenly a control voice breaks in over radio head set.

                                     VOICE
                         Stop your vehicle.  Officers are 
                         approaching from both directions.
                         Stop your vehicle.  You have nothing 
                         to fear.

                                     OMM
                         Everything will be all right, you 
                         are in my hands.  You have nowhere 
                         to go.  I am here to protect you.
                         You have nowhere to go.  You have 
                         nowhere....

               THX continues ahead, as the dots on the radar scope begin 
               to close.

               FULL ANGLE

               THX rounds a corner and sees a faint light ahead of him.  
               His autojet continues to blast along the tunnel roadway.

               CLOSE ANGLE

               THX begins to panic as he watches the dots ahead of him 
               and behind him close on the scope.

               CONTROL CENTER

               ELC watches his radar scope as the dots converge.

                                     ELC
                         I don't understand.  He's not 
                         stopping.
                              (into another 
                              intercom)
                         Is scope 621 giving an accurate 
                         reading?....fine.  Just checking.
                         Officer 3333, 
                         Abort....Abort....Abort...

               EXPRESS TUNNEL

               The policeman gets his new orders too late and THX's autojet 
               collides with the on coming bike.  The jet bike is thrown 
               over the top of the car.  THX loses control of his car and 
               skids to a stop against one of the walls of the tunnel.

               CLOSE ANGLE

               THX is shaken, but no hurt.

               FULL ANGLE

               The jet bike which was following THX hits the wreckage of 
               the first bike and tumbles end over end through the tunnel.

               CLOSE ANGLE

               THX gets out of the car and runs down the roadway.  Lights 
               appear in the distance.  THX presses against the wall as 
               an autojet rockets past him.  He begins to run again as a 
               crash is heard in the distance.

               FULL ANGLE

               Two policemen pass the wreckage on their jet bikes.  THX 
               finds a door on the side of the tunnel and enters.

               CITY SUPERSTRUCTURE

               THX runs through the concrete superstructure.  One of the 
               policemen stops at the entrance of the superstructure and 
               the other one continues through the express tunnel.  The 
               policeman enters the superstructure and begins to search 
               for THX.

               CLOSE ANGLE

               THX is becoming weary as the policeman methodically searches 
               for him using a thermoviewer heat detector.  THX stops to 
               rest for a moment.  He is cold, shaking.  He hears 
               something.

               FULL ANGLE

               Out of no where, something jumps on THX's back and knocks 
               him to the pavement.  It is a long-haired dwarf freak, 
               similar to the one in the prison chamber.

               MED ANGLE

               They fight violently and THX eventually gets the freak by 
               the neck and begins beating his head on the concrete until 
               it is dead.

               THX is exhausted, and lies on the pavement trying to catch 
               his breath.

               CLOSE ANGLE

               THX is lying next to the carcass of the freak.  He hears a 
               sound and looks up to see more freaks approaching, staring 
               at him through the darkness with firey eyes.  THX scrambles 
               to his feet and runs as fast as he can.  The freaks attack 
               the carcass he has killed.

               FULL ANGLE

               The policeman is joined by another and they methodically 
               search through the superstructure.  THX runs until he 
               reaches a metal ladder which works its way up into the 
               city shell.  He begins to climb, each footstep echoing as 
               his foot hits the metal rungs.

               CLOSE ANGLE

               The policemen hear THX and immediately get a fix on him.  
               They head for the ladder.  THX reaches the top of the ladder 
               and is stopped by a large metal hatchway.  He struggles to 
               get it open.

               FULL ANGLE

               The policemen begin to climb the ladder, their feet 
               resounding throughout the superstructure.

               CONTROL CENTER

               ELC reads a computer readout.

                                     ELC
                         Officers 9641 and 2242 discontinue 
                         operation.  Report to Thermal 
                         station 62.  Present operation 
                         computed to be economically 
                         unfeasible.  It is predicted that 
                         1138 THX will self-destroy.  Repeat:  
                         Abandon present operation.  Dispatch 
                         to Level 56 CON-R thermal station 
                         62, investigate toxic chemical 
                         leak.

               One of the monitors shows an industrial accident.

               ELC becomes involved in another case.

               CITY SHELL

               The policemen are stopped at the head of the ladder.  They 
               look at THX, who has opened the hatch, and they acknowledge 
               the message.

               He watches them disappear, their footsteps echoing in the 
               distance.

               CLOSE ANGLE

               THX goes through the open hatch and continues on until he 
               reaches a small chamber with a circular door, slightly 
               ajar.  An unnaturally bright light floods through the crack 
               in the door.

               MED ANGLE

               THX is obviously afraid of what lies beyond the door.  
               There is a moment when it looks as if he may turn back.  
               Eventually, he makes a decision and throws the hatch open.

               FULL ANGLE

               He stands bewildered, virtually buried in sunlight.

               THX climbs out of the hatchway and stands shielding his 
               eyes from the sun.

               END CREDITS:

                                                               FADE OUT:

               THE END