Back
                                 "WAR OF THE WORLDS"



                                    Screenplay by

                             Josh Friedman & David Koepp 



                                    Submitted by

                                       Tyler




           FINAL MOVIE SCRIPT


           ** Resized to fit on minimal number of pages**


           [Showing Pictures of City Life]


                                 NARRATOR

                     No one would have believed in the early 
                     years of the21st century, that our world 
                     was being watched by intelligences greater 
                     than our own. That as men busied themselves 
                     about their various concerns, they observed 
                     and studied. Like the way a man with 
                     a microscope might scrutinize the creatures 
                     that swarm and multiply in a drop of 
                     water. With infinite complacency men 
                     went to and fro about the globe, confident 
                     of our empire over this world. Yet, 
                     across the gulf of space, intellects, 
                     vast and cool and unsympathetic regarded 
                     our plant with envious eyes. And slowly 
                     and surely, drew their plans against 
                     us.


           EXT. DOCK - CARGO BAY - DAWN


           Ray (in his 30s, short hair, rough groomed, almost always wears 
           his New York baseball cap, raggedly dressed, looks like he hasn't 
           slept in days) is moving cargo boxes from the ship to ground 
           loading brackets. Shots show him inside the control room operating 
           the levers. As the last car is loaded, he is seen walking down 
           the stairs.


                                 SAL

                     Ray!! Ferrier! Whoa!


           Ray turns away and laughs because he already knows what he is 
           going to say.


                                 SAL

                     I need you back at 4:00 instead of 12:00 
                     I got half of Korea coming in.


                                 RAY

                     No, no, no I can't. I'm on a 12 hour 
                     blow! Call Tadesko. 


           Camera follows them walking down the street.


                                 SAL

                     Tadesko can't move 40 containers in 
                     an hour. I need somebody who can do 
                     double picks.


                                 RAY

                     I wish I could help you Sal. God damn 
                     union regulations.


                                 SAL

                     (getting angry) Come on, I'm in a position 
                     here!


                                 RAY

                     Come on, you remember the union regulations, 
                     Sal.

                                 SAL

                     (angrily) You know what your problem 
                     is?


           Sal stops on one side of the street while Ray continues walking.


           
                                 RAY

                     (joking) I can think of a couple of 
                     women who'd be happy to tell you. 


                     
           EXT. RAY'S CAR - DRIVEWAY - DAWN


           Ray gets out and takes the last can of trash to the street as 
           Tim (in his 30s, wearing expensive clothes, slicked sharp hair, 
           extremely well groomed, looks like (and is) rich) and Ray's ex-wife 
           Mary Ann (in her 30s, pregnant with maternity clothes on, hair 
           hanging loose and rather unkempt) stand at their new car. Robbie 
           (15, ragged, tough look, long hair, partially groomed, worn clothes 
           (but looks in style), hip side pack with misc. objects in it.) 
           and Rachel (10, still dressed in Barbie color scheme clothing, 
           long unkempt hair in pigtails) are in the car.


                                 RAY

                     Is it 8:30? We say that?


                                 MARY ANN

                     We said 8:00.


                                 RAY

                     (changing subject) Hey, this is one 
                     safe looking vehicle you got yourself 
                     here Tim. Congratulations.


                                 TIM

                     Thank You.


                                 RAY

                     8 o'clock huh?


                                 MARY ANN

                     Um-Huh. We'll be back by 9:30 on Sunday, 
                     depending on the traffic.


           Robbie gets out of the car, carelessly banging the door on the 
           electrical pole. He is listening to his MP3 player at a loud 
           enough volume for the camera (10' away to hear).


                                 RAY

                     There he is! You got a hug?


           Robbie ignores him as if he was not there and heads up to the 
           front door of the house.


                                 RAY

                     (continues) Confusing handshake? (joking) 
                     Kick in the teeth? The door's locked. 
                     (to Mary Ann): Still working on those 
                     manners?


           Mary Ann nods "yes" as Rachel gets out of the car.


                                 RACHEL

                     Hello dad.


                                 RAY

                     Hello, Rachel!


           Rachel gives him a hug and goes back to the car to retrieve her 
           bag. She struggles and Mary Ann, Tim, and Ray try to help which 
           results in a small bicker argument. (Ray, Tim, and Mary Ann add 
           lib.)


                                 ROBBIE

                     (during bickering, at the front door) 
                     The door's locked.


                                 MARY ANN

                     (suit case in hand) I'll just get it 
                     in the door.


                                 RACHEL

                     It's got rollers, just roll it.


                                 MARY ANN

                     Well we can't roll it up the stairs 
                     now can we?


                                 RAY

                     Really, I got it from here, okay?


                     
           INT. RAY'S HOUSE - KITCHEN - DAWN


           Mary Ann, Rachel, Ray, and Tim walk into the kitchen as Robbie 
           heads straight upstairs to his room. Mary Ann sees a car engine 
           next to the kitchen table and looks at Ray in disgust. 


                                 RAY

                     (to Tim) It's a 302 V8. It's gonna be 
                     out of here next week.


           Mary Ann walks over to the refrigerator to check for the basic 
           food supplies. Ray gets frustrated that she is going through 
           HIS stuff.


                                 RAY

                     (trying to get her to leave) You better 
                     get going if you want to beat the traffic, 
                     don't you think?


           Mary Ann ignores his comment as she opens the refrigerator which 
           is almost empty. 


                                 MARY ANN

                     You're out of milk. (smells it) And 
                     everything else.


           Shot of Rachel, intensely listening from the stairs.


                                 RAY

                     (mad) Would you close the door please? 
                     Now that that's my refrigerator.


                     
                                 TIM

                     I'm gonna go wait outside. (to Rachel) 
                     I love you sweetheart (hugs her) see 
                     you in a few days.


                                 RACHEL

                     Bye Tim.


                                 MARY ANN

                     I'd better get this upstairs.


           Ray tries to further rid of her but she continues.


                                 RACHEL

                     (trying to get her bag form Mary Ann) 
                     Mom, Mom!


                                 RAY

                     Mary Ann, let me get this.


                                 MARY ANN

                     I can get it.


                                 RAY

                     (rushes to close his bedroom door, as 
                     if hiding something) Excuse me.


           Ray gets his door closed as Mary Ann goes into Rachel and Robbie's 
           room.


           INT. RAY'S HOUSE - RACHEL AND ROBBIE'S ROOM - DAWN


           Mary Ann and Ray go into the room where Robbie is laying on his 
           bed listening to his MP3 player. Rachel sits down on her bed.


           
                                 MARY ANN

                     A little old to still be sharing aren't 
                     they?


                                 RAY

                     I don't hear any complaints.


                                 MARY ANN

                     No, I do.


           Mary Ann walks over to Robbie on his bed and grabs his MP3 player. 
           She un-plugs the headphones and the music stops. Ray sits down 
           on a desk chair.


                                 MARY ANN

                     Robbie's got a paper... (looks at Robbie 
                     to make sure he's listening) ...on the 
                     French occupation of Algeria due Monday 
                     which he's yet to begin. It would be 
                     nice if he were done by the time we 
                     got back so we don't have to keep him 
                     up all night on Sunday.


           Mary Ann looks at Robbie who promptly says...


                                 ROBBIE

                     I just got to type it up. (makes typing 
                     motion)


                                 MARY ANN

                     No, you just got to start writing it 
                     first.


                                 ROBBIE

                     (interrupts her) I love you mom!


           Mary Ann kisses him.


                                 MARY ANN

                     I love you. (begins walking over to 
                     Rachel) Listen to your father.


           Mary Ann hugs Rachel and promptly notices...


                                 MARY ANN

                     Oh, no shoes on the bed.


           INT Ray's House - Walking Down Stairs - Dawn


                                 MARY ANN

                     We'll be at my parent's house in Boston 
                     but don't call the house line, because 
                     you know. Well the point is I've got 
                     my cell phone. So if anything comes 
                     up, or if you have any questions just 
                     call.


                                 RAY

                     Believe it or not, I can handle it.


                     
                                 MARY ANN

                     I'll leave the phone on.


                                 RAY

                     Mary Ann? (beat) It's a good look for 
                     you.


           Mary Ann opens door and proceeds to walk out the door. She stops 
           to say...


                                 MARY ANN

                     You think?


                                 RAY

                     Yeah.


                                 MARY ANN

                     Take care of our kids.


                                 RAY

                     Mary Ann, you got nothing to worry about. 
                     Listen, you tell your mother that Ray 
                     sends his love and kisses.


                                 MARY ANN

                     (laughs) She'll love that.


           Mary Ann leaves.


           INT Ray's House - Rachel and Robbie's Room - Dawn


           Robbie is watching the TV stories about lighting storms in other 
           parts of the world. Channel changes ever few seconds. Ray turns 
           off the TV and throws Robbie's baseball mitt at him. He catches 
           it and says...


                                 ROBBIE

                     Baseball season's over.


                                 RAY

                     Five minutes. It's not going to kill 
                     you.


           EXT. RAY'S HOUSE - BACKYARD - DAWN


                                 RAY

                     There he is. (Robbie puts on his new 
                     cap) Boston? (hesitating) That's how 
                     it is? (no response from Robbie) That's 
                     how it's gonna be?


           Robbie throws ball at Ray unexpectedly who catches it just barely 
           and comments...


                                 RAY

                     Careful with that throw.


                                 ROBBIE

                     Whatever Ray!


                                 RAY

                     Your mom says you've got a report due 
                     on Monday, so you are going to work 
                     on that when you're done here.


           During next lines (until noted) they throw the ball back and 
           fourth.


                                 ROBBIE

                     Yeah, I'm almost finished, I just got 
                     to type it up.


                                 RAY

                     Yeah, bullshit!


                                 ROBBIE

                     Yeah, and what do you know Ray?


                                 RAY

                     Everything. Haven't you heard? Between 
                     me and my brother, we know everything.


                     
                                 RACHEL

                     What's the capital of Australia?


                                 RAY

                     That's one my brother knows.


                                 ROBBIE

                     Is it okay with you if I just laugh 
                     the first 500 times you tell that one.


                     
                                 RAY

                     Just do your report. We don't send you 
                     to school so you can flunk out.


                                 ROBBIE

                     You don't pay for it, Tim does.


           Ray throws the ball at Robbie hard enough to knock dust off his 
           mitt. Robbie shakes his hand in his mitt and grits his teeth 
           in pain.


                                 RAY

                     That's half of what I've got.


                                 ROBBIE

                     You're an asshole. I hate coming here.


                     
                                 RAY

                     That why you act like such a dick?


                     
           Ray throws the ball and Robbie purposely misses, shattering a 
           window behind him. Robbie turns his hat backwards and walks up 
           the stairs back into the house. Ray stares at Rachel who stares 
           back.


                                 RAY

                     What?


                                 RACHEL

                     That's not how you're going to get through 
                     to him. You want him to listen to you...


                     
                                 RAY

                     (interrupts her) What are you? Your 
                     mother or mine?


                                 RACHEL

                     Where are you going?


                                 RAY

                     To sleep. I work for a living.


                                 RACHEL

                     What are we supposed to eat?


                                 RAY

                     You know, order.


           INT. RAY'S HOUSE - RAY'S ROOM - DAWN


           Ray takes off his shirt, seems to loose his cap with it, and 
           takes off his boots as he gets in his bed and goes to sleep. 
           


           INT Ray's House - Living room -  Day


           Rachel is flipping TV channels as Ray walks down the hall after 
           his nap. He sits down and sees Rachel picking at a splinter. 
           Rachel has his hard hat on.


                                 RAY

                     What's the matter?


                                 RACHEL

                     I got a splinter.


                                 RAY

                     Where'd you get it. Come here.


                                 RACHEL

                     On your porch railing.


                                 RAY

                     What, you want me to... (beat) You want 
                     me to take that out for you?


                                 RACHEL

                     Absolutely not!


                                 RAY

                     Well, come here let me see it.


           Rachel shows him but doesn't let him touch it for fear he may 
           pull it out. Rachel and Ray ad lib as she stops moving it and 
           he looks at it.


                                 RAY

                     It's gonna get infected.


                                 RACHEL

                     No it wont.


                                 RAY

                     Yes, it's gonna get infected.


                                 RACHEL

                     No, it won't. When it's ready, my body 
                     will just push it out. 


                                 RAY

                     Push it out?


                                 RACHEL

                     I read that. (as she sits back down) 
                     You should get TiVo. Tim got it for 
                     my room. It's awesome. I can watch all 
                     my shows after homework.


                                 RAY

                     Yeah, I'll just put that on my platinum 
                     card. Robbie? (no response) Robbie?


                     
           Ray takes a bite of the food sitting on the coffee table in front 
           of him, having no idea what it is.


                                 RAY

                     (with the disgusting food in his mouth) 
                     What is that?


                                 RACHEL

                     Hummus.


                                 RAY

                     Hummus?


                                 RACHEL

                     From the health food place. I kept one 
                     of their menus last time we were here. 
                     


           Ray gives Rachel a "this is gross" look and she gawks at him.


           
                                 RACHEL

                     Uh, you said order!


                                 RAY

                     (laughs) I meant order food! Where is 
                     Robbie?


                                 RACHEL

                     He went out.


                                 RAY

                     Out where?


                                 RACHEL

                     I don't know. He just took your car 
                     and left.


           EXT Ray's House - Front Driveway - Day


           He glances at his open garage door with the car that should have 
           been in it. He runs across the street to search for his car. 
           As he sees everyone else looking at the sky, he looks himself 
           to find a large black cloud with a white hole in the middle of 
           it. The cloud is swirling as if it was being artificially turned.


           
                                 FRIEND 1

                     You ever see something like that?


                     
                                 RAY

                     (scratching his chin) In the springtime 
                     maybe. Not this time of year. Come on, 
                     we can see better from the back yard.


                     
           (continuous) EXT Ray's House - Back Yard - Day


           Ray runs by the fence to his back yard. As he runs, the wind 
           starts to pick up. 30-40 mph. 


                                 RAY

                     That is so weird.


                                 FRIEND 2

                     What?


                                 RAY

                     The wind is blowing toward the storm. 
                     


                                 FRIEND 2

                     That is weird.


           Winds pick up faster. 40-50 mph.


                                 RAY

                     Rachel, wanna see something cool?



            Rachel rushes down the stairs to his side and hugs him in fear. 
            Pan up to view the 'storm' that appears to be lighting up with 
            multiple colored lights. Wide angle shot of clothes blowing in
            the wind. Suddenly the wind dies down to nothing. Lightning hits
            the pavement about 300 feet away.


                                 RAY

                     It's okay.


                                 RACHEL

                     I want to go inside.


                                 RAY

                     It's okay.


                                 RACHEL

                     I want to go inside.


                                 RAY

                     Okay, you go ahead.


           The friend's baby starts to cry...


                                 FRIEND 2

                     That's enough weather for me. (begins 
                     walking inside)


                                 RACHEL

                     I don't want to go by myself.


           BAM!! BAM!! BAM!!! LIGHTNING hits the ground more rapidly and 
           louder now. Rachel and Ray run towards the eves of the house. 
           BAM! The lighting continues. BAM!


                                 RAY

                     Kind of fun, ain't it?


                                 RACHEL

                     No.


                                 RAY

                     Oh, Come on. It's like the fourth of 
                     July.


                                 RACHEL

                     No it's not.


           Ray begins singing as... BAM!! The LIGHTNING gets even louder 
           and scares the both of them enough to hightail it for the house. 
           BAM!!! Half the car alarms go off in a 10 block radius. BAM!! 
           Another few car alarms go off. BAM!!! Louder and louder the LIGHTNING 
           continues.


           INT Ray's House - Kitchen - Day


           Ray and Rachel are running as fast as they can up the stairs 
           into the kitchen. BAM!! The lighting continues again and makes 
           Rachel scream.


                                 RAY

                     It's okay. You're fine.


                                 RACHEL

                     It hit right behind our house.


                                 RAY

                     Yeah, well it's not gonna hit there 
                     again because lighting doesn't strike 
                     twice in the same place.


           BAM!! It hits again and makes Ray jump.


                                 RAY

                     Oh, SHIT!


           They both get under the table for safety as the LIGHTING continues. 
           They both begin panicking. BAM!! BAM!! BAM!! The LIGHTNING goes 
           on with no apparent end. Ray and Rachel both scurry on the floor 
           under the table as the lighting goes on.


                                 RACHEL

                     Where's Robbie?


                                 RAY

                     I don't know.


                                 RACHEL

                     Is Robbie okay? (no response) Are you 
                     okay?


           BAM! The lighting continues.


                                 RAY

                     Where's the thunder?


                                 RACHEL

                     Why won't it stop?


           Pan out from under the table as the lightning subsides and all 
           is silent.


                                 RACHEL

                     (with hesitation) Is it over?


           Ray remains speechless as he is fixated on the area where the 
           lightening came from. Ray climbs out from under the table to 
           get an idea of what just happened.


                                 RACHEL

                     Where are you going?


                                 RAY

                     Just checking things out. Just wait, 
                     wait there.


                                 RACHEL

                     Are we going to be okay?


                                 RAY

                     I don't know.


                                 RACHEL

                     You don't know.


                                 RAY

                     No. I meant... Rachel, please, just 
                     stop asking so many questions. Just 
                     wait here.


           Ray walks around to various parts of the kitchen to see if everything 
           is okay. The power is off. After saying "just wait here" he then 
           walks into the living room. Nothing in the living room has power. 
           He checks his phone which doesn't work. He tries his cell phone 
           which also appears to not work at all. He sees his watch which 
           has also stopped working. 


           EXT. RAY'S HOUSE - BACK YARD AREA - EVENING


           Pan left to see the storm cloud still lighting up in some spots. 
           


           EXT. RAY'S HOUSE - FRONT STREET - EVENING


           Ray walks down the stairs to see that nobody else has power and 
           for some reason all the cars seem to have just stopped working. 
           By now we get the picture (EMP). He walks out onto the sidewalk 
           where he is joined by his friend.


                                 FRIEND 2

                     You believe this Ray? Every single car.


                     
           Ray walks past her onto the street where he sees ROBBIE walking 
           up the street towards him. Ray begins running towards him.


           
                                 RAY

                     (worried) Oh, Jesus. Oh, Jesus. 


                                 ROBBIE

                     The car just stopped and...


                                 RAY

                     (interrupts him) You're okay? Are you 
                     okay?


                                 ROBBIE

                     ... and the lighting started hitting 
                     about a block away over and over again. 
                     And me and this other guy we...


                                 RAY

                     (getting angry) Where the hell'd you 
                     go?


                                 ROBBIE

                     Over on Lincoln Avenue. (break) ... 
                     by the church.


                                 RAY

                     Did you see it? Did you... Were you 
                     near it?


                                 ROBBIE

                     Yeah. 26 times we counted! Over and 
                     over the lighting started hitting. It 
                     opened up this hole or something...


                     
                                 RAY

                     26 times?


                                 ROBBIE

                     Yeah.


                                 RAY

                     Okay, well, you're okay?


                                 ROBBIE

                     Yeah.


                                 RAY

                     Good, because your sister is in the 
                     house, I want you to go in that house 
                     and I want you to stay with her. Okay? 
                     (break, as he starts running down the 
                     street) And the next time you take my 
                     car with no driver's license and no 
                     permission, I call the cops. You better 
                     be there when I get back. 


           Robbie doesn't move in fear. Ray gets angry that he is not going. 
           


                                 RAY

                     Robbie. (snaps his hands together)


                     
           Ray begins walking down the street to the auto shop a few yards 
           away.


                                 RAY

                     Manny! Manny! Hey Manny. What is it, 
                     dead?


                                 MANNY

                     All of them, everything, look at this... 
                     (taps the starter motor) starter's fried. 
                     


                                 RAY

                     Lightning hit it? 


                                 MANNY

                     Not even close. I thought if I changed 
                     it... you got any idea what's going 
                     on?


                                 RAY

                     I'm on my way to find out. Try umm... 
                     try changing the solenoids.


                                 MANNY

                     Right, (to accompanying mechanic) Right 
                     see, I told you that, the solenoids.


                     
           Everyone who's car is fried is checking their car to see what 
           went wrong. Ray joins about 30 people walking down to where the 
           lightning started hitting. Ray's friends join him. Cops walk 
           by.


                                 COP 1

                     Let us through. Let us through here.


                     
                                 FRIEND 3

                     Hey, what up, Ray?


                                 RAY

                     (joking) I should of known you two were 
                     behind this.


                                 FRIEND 3

                     Hey, god's pissed off at the Neibor 
                     hood 


                                 RAY

                     Can you blame him?


                                 FRIEND 4

                     You see it?


                                 RAY

                     Yep, you got power where you are?


                     
                                 FRIEND 3

                     Nope, nothing.


                                 RAY

                     It's the cars though. That's the thing.


                     
                                 FRIEND 4

                     Solar Flare, that's what this guy told 
                     me. 


                                 RAY

                     A solar flare?


                                 FRIEND 4

                     Yeah, the sun shoots off blobs of plasma, 
                     they turn into solar flare flashes. 
                     It's the only thing that can kill all 
                     of the electronic stuff.


                                 FRIEND 3

                     Can I say something?


                                 FRIEND 4

                     What bro?


                                 FRIEND 3

                     The sun does not cause lightning, okay?


                     
                                 FRIEND 4

                     Bro, I'm just telling you what that 
                     guy said he heard.


                                 FRIEND 3

                     I know but it just sounds dumb saying 
                     that...


           Ray and his friends walk up to this hole in the ground where 
           everyone else is gathered around. 


                                 COP 1

                     I never seen anything like this before. 
                     That many strikes of lighting in one 
                     spot.


           The cops start ushering people to stay back away from the hole.


           
                                 RAY

                     Is this the only place?


           Ray picks up a stone that is white next to all the black asphalt 
           crumbs. He switches it from hand to hand because it is too cold 
           to hold in one hand.


                                 FRIEND 4

                     Is it hot?


                                 RAY

                     No. It's freezing.


           The police officers and the other people gathered around feel 
           a vibration under their feet.


                                 COP 2

                     What is that?


                                 RAY

                     You feel that?


                                 FRIEND 3

                     Yeah, I feel that.


                                 FRIEND 4

                     What is it the subway?


                                 COP 1

                     There's no subway here.


                                 FRIEND 4

                     PATH Train maybe?


                                 COP 1

                     That can't be the water main. 


                                 COP 2

                     There's nothing else down there.


                                 COP 1

                     The water main doesn't run through here.


                     
                                 COP 2

                     Well, there's something down there and 
                     it's moving.


           The pavement starts to crack into a wider circle. People start 
           running away from the crack as it gets bigger and bigger. Windows 
           start to crack under pressure as the pavement separates even 
           more. Entire sheets of road split into pieces causing everyone 
           on the road to loose their balance. Shots of more shattering 
           windows. Busting pipes. The church starts cracking apart and 
           moving with a GIANT CIRCLE of pavement that moves. The pavement 
           lurches up and then caves down. A few cars go tumbling in. Something 
           throws the last car that tumbled in back out flying through the 
           air as a leg of the robot makes a lurch out of the hole. The 
           police continue trying to move people away. The engines of the 
           ship start coming out as they power up. The entire ship comes 
           out and begins dusting it's self off. Ray and his friends hide 
           behind a building. 


                                 FRIEND 4

                     Oh my god.


           Ray begins walking out from behind the building.


                                 FRIEND 4

                     Ray, no, stay man.


           The machine makes a large vibrating noise as if calling out to 
           other robots. It arms it's disintegrator beams and opens fire. 
           People can be seen to disintegrate as they are struck with the 
           beam. The beams, when fired make a zap sound. People start exploding 
           into dust and their clothes are blown away. Ray misses numerous 
           beams by a foot or two as he goes into a convenience store. Again 
           Ray runs out the back door and misses another beam by inches. 
           He runs his ass off trying to escape the robot. Disintegrator 
           beams strike off rooftops to clear a walking path. Ray hides 
           behind a building as the machine walks by.


           EXT. RAY'S HOUSE - PORCH -  EVENING


           Ray walks into the house where he is met by Rachel's gawking 
           eyes out the window. Robbie stands in the background looking 
           at the doorway. Ray walks past Rachel then Robbie toward the 
           kitchen. Rachel and Robbie follow him into the kitchen. With 
           anxious eyes, Robbie begins to say...


                                 ROBBIE

                     What happened?


           Ray sits down against the wall of the island countertop in the 
           kitchen, not responding.


                                 RACHEL

                     What's going on?


           Robbie squats down next to Ray as Rachel rests her elbows on 
           the stool at the island.


                                 RACHEL

                     Dad, what's the matter?


                                 ROBBIE

                     What's all that stuff all over you?


                     
           Ray seems to be delirious as he slurs his head towards Robbie.

                     Rachel reaches through a leg of the 
                     island to pull at Ray's hood on his 
                     shirt. BAM! Ray jumps and jerks his 
                     head toward Rachel fast enough to make 
                     some of the white powder poof off as 
                     if jerked back into reality. Robbie 
                     jumps as well in fright.


                                 RACHEL

                     What's all the stuff?


                                 ROBBIE

                     Hello? Ray?


           Ray looks at his arms which are coated in the white powder. He 
           gets up and begins heading for the bathroom. Still unresponsive 
           to the questions he was just asked. He looks in the mirror to 
           see that he is covered in the whit powder (human ash). He quickly 
           does his best to wash it off realizing what it is. After washing 
           it off, he begins mentally planning what to do.


           Walking back into the kitchen...


                                 RAY

                     We're leaving this house in 60 seconds.


                     
           Ray grabs an old Penzoil box and dumps the tools out of it. He 
           shoves the box into Robbie who grasps it as to not fall over 
           at the force Ray used.


                                 ROBBIE

                     (questioning) What? Wait. I have no 
                     idea what's going on...


                                 RAY

                     (while Robbie asks) ... all the food 
                     from the refrigerator and the cupboard, 
                     put it in here.


                                 ROBBIE

                     I think we are having a bit of a shock 
                     here...what's going on, just tell me...


                     
                                 RAY

                     Just do it.


           Ray runs toward the table, grabs a flashlight and begins to try 
           to get it to work.


                                 RAY

                     Rachel, sweetheart... 


                                 RACHEL

                     Dad, you're really scaring me.


                                 RAY

                     I need you to get your suitcase...


                     
                                 RACHEL

                     Dad. (break) Dad!


                                 RAY

                     The one that you brought, bring it to 
                     me, okay?


           Ray shoves cereal boxes aside to get to the cabinet over the 
           refrigerator for batteries. Hastily grabbing the package, he 
           realizes they are probably dead due to the EMP.


                                 RAY

                     Can you do that for me, darling?


           INT. RAY'S HOUSE - RAY'S ROOM - EVENING


           Ray runs into his room while Rachel and Robbie are downstairs. 
           He hastily enters the combination to a metal box that contains 
           a hand gun. He tucks the gun into his belt on his back and folds 
           his shirts over it.


           Street Sidewalk - Evening


           Ray, Rachel, and Robbie are walking at a very fast pace down 
           the sidewalk with about 20 other people around them. Rachel is 
           clutching Ray's hand and Robbie is carrying the box of food. 
           


                                 ROBBIE

                     What's happening?


                                 RAY

                     Shh, Shh, I can't tell you now. We... 
                     We've only got about another minute.


                     
           Ray sees the car that Manny was working on just as Manny's Apprentice 
           closes the hood. Ray mutters...


                                 RAY

                     Please, Please, Please.


           People are seen rushing down the street in the intersecting direction. 
           Ray, Robbie and Rachel approach the car.


                                 RAY

                     Just keep it down.


                                 ROBBIE

                     Ray, I'm standing right beside you. 
                     Can you please answer me?


           Ray does not respond as he looks in the ignition and finds keys.


           
                                 RAY

                     Just get in the front seat Robbie.


                     
           Ray loads Rachel in the middle row of seats as Robbie gets in 
           the passenger seat.


                                 RACHEL

                     Who's car is this?


                                 RAY

                     Just get in.


                                 RACHEL

                     Who's car is this?


           Ray throws Rachel's bag in the row of seats behind her, slams 
           the door and starts walking to the driver side of the car. He 
           is caught by Manny walking.


                                 MANNY

                     Hey, Hey, Ray! You were absolutely right. 
                     I had to change the sole... Ray?


                     
           Manny sees Ray has loaded his whole family into the car.


                                 MANNY

                     Hey Ray? Ray? What? 


           Manny walks over to the passenger side as Ray and Robbie watch 
           him.


                                 MANNY

                     Ray. Open up.


           Ray, who did no such thing sits there. Robbie looks at ray wondering 
           what he's going to do.


                                 MANNY

                     Open the door, come on! OPEN THE DOOR 
                     RAY!


           Ray reaches over Robbie and opens the door.


                                 MANNY

                     What are you...


                                 RAY

                     (interrupts him) Get in.


                                 MANNY

                     That's funny, you gotta get out of the 
                     car. You can't take it.


           Ray tries to get Manny to calm down from the panic he is in...


           
                                 MANNY

                     It's not my car. It's not your car. 
                     Where you going? Daddy's acting crazy 
                     kids. Guy's gonna come back...


                                 RAY

                     (interrupts him) I don't have time to 
                     expl....


                                 MANNY

                     (interrupts him) You're busting my chops. 
                     I got a shop to run. You know how many 
                     people...


                                 RAY

                     (interrupts him) Get in!


                                 MANNY

                     No, RAY GET OUT OF THE...


                                 RAY

                     GET IN MANNY OR YOU'RE GONNA DIE!


                     
           Rachel begins crying as she says...


                                 RACHEL

                     What do you mean?


           A dead silent pause falls on everyone. Robbie stares at Ray in 
           fright as Ray and Manny stare at each other.


                                 MANNY

                     All right, get out of the truck! I'm 
                     not kidding now. GET OUT OF THE CAR 
                     RAY!


           Rachel cries more as a view of an approaching robot shoots flame 
           at a nearby tree. Ray and Manny continue as Rachel looks at the 
           flaming tree.


                                 MANNY

                     I'm not fooling around, I got a busy 
                     day ahead of me...


                                 RAY

                     (to Robbie) Close the door! CLOSE IT!


                     
           Ray helps Robbie close the door on Manny as they begin speeding 
           away.


                                 MANNY

                     RAY! BRING THE CAR BACK RAY! IT'S NOT 
                     MY CAR!


           Manny just finishes his line as he is zapped by a disintegrator 
           beam. Camera shows the auto shop zapped by the beam and exploding 
           to smithereens. 


           INT. CAR - DUSK


           Trying to outrun the beams...


                                 RAY

                     GET DOWN! GET DOWN! GET DOWN!


                                 RACHEL

                     Is this the terrorists?!?!


                                 RAY

                     JUST GET DOWN. GET DOWN!


           Ray grabs Robbie's collar of his jacket and shoves him toward 
           the floor.


                                 RAY

                     GET DOWN!


                                 ROBBIE

                     HOLY SHIT!


           High shot shows the bridge behind Ray's house being blasted away. 
           The expressway gets hit by the beams and overturns into the houses 
           below. One of them Ray's. An explosion is seen as a fuel tanker 
           falls on Ray's house that obliterates 4 houses. Flaming debris 
           flies all over behind the van.


           The van has now made it on to the freeway where hundreds of cars 
           are scattered all over the road broken down. The van speeds by 
           them honking the horn every few cars.


                                 ROBBIE

                     Where are we going?!?!?!


                                 RAY

                     We gotta go! We got to be the only working 
                     car around here. I'm not stopping until 
                     we are clear. 


                                 ROBBIE

                     CLEAR OF WHAT?!?! 


                                 RAY

                     We gotta go.


                                 ROBBIE

                     WHAT THE HELL IS GOING ON!?!?!?


                                 RAY

                     YOU SAW! WE'RE UNDER ATTACK!!


           Rachel begins frantically crying. After a few seconds, she begins 
           hyperventilating. 


                                 ROBBIE

                     BY WHO? WHO IS ATTACKING US?!?!


                                 RAY

                     Rachel... Rachel you've got to keep 
                     it down Rachel!


           After honking his horn a few more times, she has only gotten 
           worse.


                                 RAY

                     Rachel! SHUT UP RACHEL! I CAN'T THINK!


                     
                                 ROBBIE

                     (with a vein driven face) YOU ARE FREAKING 
                     HER OUT!!


                                 RAY

                     WELL, LOOK, I'M DRIVING, DO SOMETHING!!!


                     
           Robbie turns to the back seat as an attempt to calm Rachel. He 
           thinks of an old technique he was taught.


                                 ROBBIE

                     Okay, (slapping his arms together on 
                     top of each other, demonstrating) Put 
                     em' up Rache.


           Rachel makes his demonstrated arm formation.


                                 ROBBIE

                     Make the arms. (he grabs her elbows 
                     so she holds the position. He begins 
                     to calm her down) This space right here, 
                     this is yours.


           Robbie stares directly into her eyes. She takes deep breaths 
           to regain control. She is able to open her eyes and stare back 
           into his eyes to maintain contact.


                                 ROBBIE

                     ... This belongs to you, right? 


                                 RACHEL

                     (panting, but keeping eye contact) Yes...


                     
                                 ROBBIE

                     (reassuring her) You're safe in your 
                     space. 


                                 RACHEL

                     (keeping eye contact) I'm safe in my 
                     space.


                                 ROBBIE

                     (reassuring her) You're safe in your 
                     space. Nothing is going to happen to 
                     you in your space. 


           Ray looks back into the back seat in amazement at Robbie able 
           to do what he's doing.


                                 RACHEL

                     I'm really scared.


                                 ROBBIE

                     I'm gonna go to the front seat to talk 
                     to dad...


                                 RACHEL

                     No....


                                 ROBBIE

                     (reassuring her) I will be two feet 
                     away. Okay.


           Rachel breaks eye contact and starts controlling her breathing 
           while Robbie grabs her hand as reassurance.


                                 ROBBIE

                     Will you hold my hand?


                                 RACHEL

                     Yes.


                                 ROBBIE

                     Are you gonna be okay?


                                 RACHEL

                     (relatively calm) Yes.


           Robbie grabs her hand and they both lean forward toward the front. 
           


                                 ROBBIE

                     (taking a breath to calm himself) I 
                     want to know everything you know.


                     
           Ray looks into Robbie's eyes who is looking straight forward 
           on the road.


                                 RAY

                     This thing, this machine, it crawled 
                     out of the ground and started torching 
                     everything, just killing everybody.


                     
                                 ROBBIE

                     What is it? (break) Is it terrorists?


                     
                                 RAY

                     No, this came from some place else.


                     
                                 ROBBIE

                     You mean like Europe?


                                 RAY

                     NO ROBBIE!! NOT LIKE EUROPE!!!


           Ray swerves to miss a car as the camera cranes around to the 
           driver's side.


                                 RAY

                     That machine, it was already buried. 
                      


           Ray looks into the sky. What for is unknown.


                                 RAY

                     Maybe it came down in the lightning 
                     storm. 


                                 ROBBIE

                     Wait a minute... you just said it was 
                     buried.


                                 RAY

                     No, the machine I'm talking about was 
                     buried. But, what came down in the lighting 
                     storm, what operates it. That's the... 
                     that's the.... You know. The....


                     
           Robbie jumps back into the passenger's seat as Rachel scoots 
           forward in the back seat. Robbie is looking toward the sky. 


           
                                 RACHEL

                     The what?


                                 ROBBIE

                     Why aren't there any helicopters or 
                     airplanes?


                                 RAY

                     Hey Rache. How you doing there girl? 
                     (to Robbie) How she doing?


                                 ROBBIE

                     How you doing?


                                 RACHEL

                     I'm fine.


                                 ROBBIE

                     (to Ray) She's good.


                                 RAY

                     Good.  Hey, what was that thing you 
                     did with her?


                                 ROBBIE

                     Works sometimes. She gets claustrophobic. 
                     


                                 RAY

                     Hey Rachel


                                 RACHEL

                     I want mom.


                                 RAY

                     I know. You feel better?


                                 RACHEL

                     I want mom.


                                 RAY

                     Yeah, tell me about it, you know?


                     
                                 RACHEL

                     Take me to Mom's!


                                 RAY

                     Listen, I just need you to hold it together 
                     for me, okay?


                                 RACHEL

                     I WANT MOM!!!


                                 RAY

                     When you start screaming like that, 
                     you know, I can't really...


                                 RACHEL

                     TAKE ME TO MOM!!!


           Robbie gets back into the back seat to repeat the "arms" process 
           with her to calm her again.


                                 RAY

                     I know...


                                 RACHEL

                     TAKE ME TO MOM'S!!!


                                 RAY

                     That's where we're going right now.


                     
                                 RACHEL

                     TAKE ME TO MOM'S!!!


                                 RAY

                     I KNOW!!


           EXT. MARY ANN'S HOUSE - DUSK


           Still in the car...


                                 RACHEL

                     Come on, hurry up Dad...


           As soon as the van stops, Robbie gets out and opens the door 
           for Rachel.


                                 RACHEL

                     Robbie, get the door.... (she knocks 
                     on it)


           Robbie grabs the keys off his belt loop as Rachel begins running 
           up to the front door.


                                 RACHEL

                     (begins, and continues once in the house) 
                     MOM! TIM!!


                                 ROBBIE

                     (begins, and continues once in the house) 
                     MOM!! TIM!!


           Ray remains in the car realizing how unimportant he really is 
           (kids are shouting for Tim).


           INT. MARY ANN'S HOUSE - ENTRY - DUSK


           Rachel and Robbie are shouting for "mom" and "Tim" as Ray walks 
           through the door. Rachel and Robbie meet Ray in the entry from 
           different parts of the house in their search. 


                                 ROBBIE

                     They're gone.


                                 RACHEL

                     Is she dead??


                                 RAY

                     She's not dead. All right? She's just 
                     no here. Okay? They're never here.


                     
                                 ROBBIE

                     How do you know?


                                 RAY

                     Because they are on their way to Boston....


                     
           The camera goes to the phone which is briskly picked up by Robbie. 
           Then the camera views into the new family vacation portrait next 
           to the phone. It has Ray missing who is replaced by Tim.


                                 RAY

                     ... and so they just kept on going, 
                     they're probably up to your grandma's 
                     house by now.


                                 ROBBIE

                     (dialing the phone) I'm gonna call her.


                     
                                 RACHEL

                     How come the lights are on here and 
                     not at your place?


                                 RAY

                     Umm.... Because nothing bad happened 
                     here. Okay?


           Robbie is having no luck and is only getting error tones out 
           of the phone.


                                 RAY

                     So, were safe here. All Right?


           Remembering Robbie's calming "arm" technique...


                                 RAY

                     Okay, Rachel? This is your area. Okay, 
                     you are safe in your area...


                                 RACHEL

                     Dad. That's not how it goes.


                                 RAY

                     Okay, well, you hungry, huh? I'll get 
                     you some food. I'm gonna feed you. Get 
                     something to eat.  (digs into the box) 
                     What do we have here??


                                 ROBBIE

                     .. Busy signals, one of the fast ones.... 
                     You think all the circuits are down?


                     
                                 RAY

                     (continues) Ketchup, Mustard, Ahh, Tabasco, 
                     Barbeque Sauce. This is really good 
                     Robbie. Vinaigrette. I said pack food. 
                     What... What the hell is this?


                                 ROBBIE

                     That's all that was in your kitchen.


                     
                                 RAY

                     Okay. No, it's all right, it's all right. 
                     


           Robbie takes his hat off and sits down as Ray searches the box 
           for food. He finds peanut butter. 


                                 RAY

                     Uh, food... Uh, bread... (getting the 
                     bread) okay, we're gonna have... umm.... 
                     We'll just get some sandwiches.


           Ray takes the twist tie off the bread bag and dumps the whole 
           loaf on the counter. He taps his hands together to try to calm 
           Rachel and Robbie.


                                 RAY

                     You ever see me deal? Wanna see me deal? 
                     Okay, there's two for you, two for Robbie, 
                     two for me, (he has one extra in his 
                     hand) ...one for the house. (laughs) 
                     


           Ray opens the peanut butter and grabs a wooden spoon from the 
           cooking utensil holder on the counter.


                                 RAY

                     Maybe after we get done eating, I will 
                     take you down, teach you how to play 
                     some poker. A little five card stud... 
                     a little blackjack...


                                 RACHEL

                     I'm allergic to peanut butter.


                                 RAY

                     (laughs) Since when?


                                 RACHEL

                     (with a snotty look) Birth!


           Robbie shakes his head yes to her statement. 


                                 RAY

                     Okay, well, umm, here (hands her two 
                     pieces of bread) You can eat the bread. 
                     Okay?


                                 RACHEL

                     I'm not hungry.


                                 RAY

                     Okay, well. Robbie and I are going to 
                     be eating peanut butter sandwiches. 
                     (to Robbie) You want jelly on this sandwich?


                     
                                 ROBBIE

                     I'm not hungry either.


                                 RAY

                     You're not hungry either? Well, that's 
                     fine.


           Ray picks up the bread pieces and throws them at the sink window. 
           One with peanut butter sticks on the window and slowly slides 
           off.


                                 RAY

                     Everybody just relax, okay? Because 
                     we are here now and we're safe, and 
                     we're gonna stay.  And in the morning 
                     your mom and Tim are going to be here 
                     and everything's gonna be fine. Okay? 
                     (no responses) Okay.


           INT. MARY ANN'S HOUSE - BASEMENT - DUSK


           Rachel and Ray are running down the stars carrying their own 
           pillows and blankets. Robbie follows slightly behind them carrying 
           his own and a few extra pillows and blankets. 


                                 RACHEL

                     If everything's fine, why do we have 
                     to sleep in the basement. We've got 
                     perfectly good beds. 


                                 RAY

                     It's like a slumber party.


                                 ROBBIE

                     What are you afraid is gonna happen 
                     to us?


                                 RAY

                     (walks over to the weight room corner 
                     of the basement) Nice basement.


                                 RACHEL

                     I want to sleep in my bed. I've got 
                     back problems.


                                 RAY

                     Okay. You know on the Weather Channel 
                     when there's a tornado, and they tell 
                     you to go to the basement for safety? 
                     It's like that.


                                 RACHEL

                     There's gonna be tornadoes? 


                                 RAY

                     Rachel, no more talking.


           Robbie puts his hat on Rachel's head and ushers her over to the 
           spot under the stairs where blankets are laid out. Ray walks 
           over to the chair about five feet away from the bed.


                                 RACHEL

                     Could you be a little nicer to me. God!


                     
           Rachel and Robbie are heard in the background...


                                 ROBBIE

                     Wanna stay here?


                                 RACHEL

                     Yeah. Good night, love you.


                                 ROBBIE

                     Love you, Rache.


           Ray takes out his gun and puts it under a pillow of the sofa 
           as he sits down. So Robbie and Rachel wont notice.


           INT. MARY ANN'S HOUSE - BASEMENT - NIGHT


           Bushes are heard rattling against the window. They become louder 
           and louder against the window. Eventually they become just shy 
           of loud enough to wake Ray up. FLASH! A strike of lighting gets 
           Ray's eyes to roll back around and open. BAM! The second flash 
           is loud enough to get Robbie (who is now in the seat next to 
           Ray) to jump up next to him. A few more flashes and the lightening 
           starts like the first time. BAM! BAM! Every strike of lighting 
           lights up the entire downstairs. Rachel gets up and looks thought 
           the stairs.


           A close up shot of Robbie. With every lightening strike, his 
           breathing becomes more erratic.


                                 RACHEL

                     Is the lighting back?


                                 RAY

                     No, this is something else...


           Just as ray finishes, an ear piercing noise from a jet engine 
           begins. The howl rattles things off of shelves on the walls. 
           Robbie and Ray wince at the pain in their ears. Rachel runs up 
           to Robbie and hugs him in security. Things fall off of shelves 
           everywhere. 


           A shot of the incredibly bright window as the noise grows even 
           louder. 


                                 ROBBIE

                     (screams) AHHHH... WHAT'S THAT SOUND?


                     
                                 RAY

                     I NEVER HEARD THAT BEFORE!!!


                                 RACHEL

                     IS IT THEM!!! IS IT THEM!!!


           The lighting grows more intense as does the sound.


                                 RAY

                     WE GOTTA GO!! WHERE DO WE GO??? ROBBIE, 
                     THIS IS YOUR HOUSE, WHERE DO WE GO??


                     
           Robbie opens the door to the furnace room and shows Rachel down 
           the stairs who runs. Robbie goes back to get Ray.


           Ray realizes he has forgotten his gun.


                                 RAY

                     WAIT!! WAIT!! WAIT!! WAIT!! 


           Ray and Robbie run to the door just as a fireball bursts through 
           the windows. Flaming debris follows after. Ray gets the first 
           door closed but the fire blasts through the wooden one. He manages, 
           after a struggle, to get the metal one closed on the inside of 
           the furnace room. 


           The door closes and the room is completely black. In the dark, 
           you can hear the debris being thrown around everywhere around 
           them. 


                                 RACHEL

                     Are we still alive?


           INT. MARY ANN'S HOUSE - FURNACE ROOM - DAWN


           Ray is looking out the window at the top of the room. He is holding 
           on to the metal wire conduit. Seeing hardly anything, he judges 
           it to be safe to go outside the furnace room. 


           He walks by Rachel who is sleeping in Robbie's arms who is sleeping 
           against some copper piping. Holding his slightly burned arm in 
           pain, Ray exit's the room through the charred doors and finds 
           most of the basement in ruins. The ground floor is now the top 
           floor because the second floor was completely torn off. 


           The camera pans out to find a winding down, burning airplane 
           engine. Panning out further we can see ray walking through the 
           remains of different sections of an airplane. 


           EXT. MARY ANN'S HOUSE - YARD - DAWN


           Ray sees the fuselage with one surviving person hauling a blue 
           cart through the aisle.


                                 RAY

                     Down here! 


           The man continues hauling the cart.


                                 RAY

                     Were you on this plane? Are you a passenger?


                     
           The cart comes flying down the fuselage doorway as the man creeps 
           down the floor to the ground.


                                 MAX (NEWS CAMERA OPERATOR)

                     Hey, how you doing? Wanna help me open 
                     this?


           The news reporter comes rushing out from the side of the news 
           van in the background.


                                 RAY

                     Are you a passenger?


                                 NEWS REPORTER

                     He's deaf. The shell went off right 
                     beside him. The camera on his shoulder 
                     saved his life. (to Max) You hear that 
                     Max? Your stupid camera saved your stupid 
                     life.


           They succeed in jimmying open the cart and begin bagging all 
           the water and food they can. 


                                 RAY

                     Where were you?


                                 NEWS REPORTER

                     Out there in the pine barrens. We were 
                     attached to a National Guard unit, the 
                     83rd Mechanized. They moved to one of 
                     those things around midnight. They've 
                     got some kind of shield around them. 
                     We can't see it, but everything we fire 
                     at them detonates too early before we 
                     can get close enough to cause any damage. 
                     When they flash that thing, everything 
                     lights up like Hiroshima. 


           She begins eating one of the meal packages.


                                 RAY

                     There's more than one?


                                 REPORTER

                     You gotta be kidding me right?


           INT. NEWS CAR - DAWN


                                 REPORTER

                     We were feeding New York but New York 
                     went dark. So we patched over to D.C., 
                     they went down, L.A., Chicago, uplink 
                     to London. Even called the affiliates 
                     to try and get them to catch the feed, 
                     but nobody answered.


           The reporter looks at tapes to find the one she's looking for. 
           When she does so, she jams it into the VCR which promptly begins 
           playing it.


                                 REPORTER

                     It's the same everywhere. Once the tripods 
                     start to move, no more news comes out 
                     of that area. 


           She shows him a tape of about 30 tripods destroying a city. 


           
                                 RAY

                     Oh, my god!


                                 REPORTER

                     You ain't seen nothing yet.


           She wheels her chair around to show him the next piece. 


                                 RAY

                     I saw that storm. I was right in the 
                     middle of one of those.


                                 REPORTER

                     No, you didn't see it like this. Those 
                     machines come up from under the ground, 
                     right? That means they must have been 
                     buried there a long time ago. So who's 
                     driving the god damn things? (pointing 
                     to the monitor) Watch the lightning. 
                     Watch it..... Watch the lighting.....


                     
           She slows the footage down so he can get a good look. She advances 
           it slowly. She points out an alien capsule like object running 
           down the lighting bolt. 


                                 RAY

                     What is that?


                                 REPORTER

                     That is them. They come down in capsules, 
                     riding the lighting into the ground 
                     into the machines right?


           A vibration noise is heard by an approaching robot. They both 
           jump at the noise.


                                 DRIVER

                     You hear that? We're getting the hell 
                     out of here.


           The camera man has his hands full of meals as he loads into the 
           van.


                                 DRIVER

                     Come on! Get in! Get in! Get in!


           The door almost closes on Ray as she stops and opens it again.


           
                                 REPORTER

                     Hey. Were you on that plane?


           Ray shakes his head no.


                                 REPORTER

                     Oh, that's too bad, it would have been 
                     a really great story. 


           She closes the door on him. 


           Black blend to:


           INT. MARY ANN'S HOUSE - BASEMENT - DAWN


           Ray is talking to Rachel...


                                 RAY

                     Look at me. Look at me. 


           Rachel and Ray are putting on their coats.


                                 RAY

                     You keep your eyes only on me, you understand?


                     
           Rachel has her big eyes on him as she nods yes.


                                 RAY

                     Don't look down, don't look around me. 
                     I'm taking you to the car and you're 
                     gonna want to look around. But you are 
                     not going to, are you?


           She shakes her head and whispers "no".


           INT. (BUT DUE TO CRASH IT IS NOW EXT.) MARY ANN'S HOUSE - DEBRIS 
           FIELD - DAWN


           Ray is carrying Rachel to the van. Robbie is walking along behind 
           them looking at the devastation.


                                 RAY

                     You're doing good. You're doing good. 
                     Keep your eyes on me. We'll go right 
                     to Boston, and we're gonna see your 
                     mom. 


                                 RACHEL

                     I'm not gonna look, dad.


                                 RAY

                     That's a girl. That's my girl.  Okay, 
                     listen, I want you to close your eyes. 
                     Got them closed? 


                                 RACHEL

                     Um-Huh. 


                                 RAY

                     There you go. Keep em' closed for me.


                     
           Camera follows Robbie who puts his hands on his head in amassment 
           of the devastation. Ray starts the car and turns it around to 
           pull out. 


                                 RAY

                     Robbie, get in. 


           Robbie does not react at all. Ray becomes agitated. 


                                 RAY

                     ROBBIE!! GET IN!!!


                                 RACHEL

                     Why are you yelling?


           Ray gives him a mean look as Robbie realizes that they must go.


           
                                 RAY

                     (to Rachel) It's okay. (to Robbie) Get 
                     in!


           They pull away from the wreckage and continue on their journey.


           
           EXT. VAN - DAY


           Ray is reading the map while Robbie looks out the window. They 
           are taking back roads that have nothing but farmlands on them. 
           


                                 ROBBIE

                     Why the hell aren't we on the turnpike?


                     
                                 RAY

                     Because I don't want everybody to see 
                     we've got a working car. (going over 
                     the plan) We'll stay along the Hudson 
                     until we find an open bridge or ferry, 
                     then we're gonna cross the Hudson. Then 
                     take the back roads across Connecticut 
                     all the way to Boston. 


                                 RACHEL

                     Where is everybody?


                                 RAY

                     I don't know. Running, hiding, hiding 
                     in their basements. 


                                 ROBBIE

                     If we had any balls, we'd go back there 
                     and find one of those things and kill 
                     it. 


                                 RAY

                     Yeah, well, why don't you just let me 
                     make the big decisions, okay?


           Ray shoves the map on the floorboard as he becomes more angry 
           at Robbie.


                                 ROBBIE

                     Which would be when? Never Ray? Never's 
                     about your speed.


                                 RACHEL

                     Okay, enough Robbie!


                                 RAY

                     (angrily) Okay! Enough with the Ray 
                     shit!! It's dad, sir, or if you want 
                     Mr. Ferrier. That sounds a little weird 
                     to me but you decide.


                                 RACHEL

                     Dad?!?!


                                 RAY

                     Yes, Rachel.


                                 RACHEL

                     I have to go to the bathroom.


                                 RAY

                     Really?


           Rachel shakes her head "yes" as he pulls the car over.


           Ray grabs Robbie by the shirt arm and holds him in the car. He 
           glares at Rachel mean enough to make her freeze in her seat.


           
                                 ROBBIE

                     Come on. (tugs at his shirt sleeve which 
                     Ray has a hold of) I gotta go!


                                 RAY

                     Not so fast, not so fast, all right? 
                     Now, there are two things we have to 
                     watch out for, and the second is people 
                     who might want our car. 


                                 ROBBIE

                     There's nobody around!


                                 RACHEL

                     I gotta go.


           Robbie breaks free of Ray's grasp on his sleeve. Robbie and Rachel 
           both get out of the car. Ray follows the both of them to supervise 
           the whole event from the van.


                                 RAY

                     (displeased) Rachel! Rachel, that's 
                     good right there. (points to a spot 
                     20' away)


                                 RACHEL

                     I'M NOT GOING IN FRONT OF YOU GUYS!


                     
                                 RAY

                     All right, then just go where I can 
                     see you!


                                 RACHEL

                     ARE YOU CRAZY?? DON'T LOOK!!


                                 RAY

                     I'm not gonna look! JUST STAY IN SIGHT!!


                     
                                 RACHEL

                     THAT'S LOOKING!!


           Rachel is about 200 feet away entering a patch of bushes. Robbie 
           has already found a spot about 10' away next to the stream under 
           the road. 


                                 RAY

                     Listen. Every time you don't listen 
                     to me, I'm telling your mother, okay? 
                     I'm making a list. (reinforcing) I'm 
                     making a list!


           Rachel is entering the wooded area next to the stream looking 
           for a half way decent spot. She sees the river and looks at it 
           in beauty just as she sees a body floating down it. MORE BODIES 
           start coming at a huge rate. 20,30,40,50 bodies floating down 
           the river. Rachel begins to hyperventilate again as Ray comes 
           up from behind her and throws his hands over her eyes and grabs 
           her. 


                                 RAY

                     I told you to stay where I could see 
                     you!


                                 RACHEL

                     I'm sorry!


           Ray grabs her into his arms and begins walking back to the van.


           
           Army trucks can be heard crossing by the van. Robbie, who's only 
           interest is killing one of the robots sees this as an opportunity 
           to do so. Robbie runs toward the trucks and begins shouting....


           
                                 ROBBIE

                     STOP!! DO YOU HAVE ROOM??? STOP!!!


                     
           Some trucks pass by as the soldiers in them look at him blankly.


           
                                 ROBBIE

                     WAIT, STOP!!! LET ME ON!!! LET ME ON!!! 
                     GIVE ME A HAND!!!


           Robbie is getting soaked as the tank's tracks roll over the large 
           puddles of water. Robbie is not giving up hope that one may let 
           him on. 


                                 ROBBIE

                     WAIT!!! STOP!!! GIVE ME A HAND!!! YOU 
                     HAVE ROOM!!!


                                 SOLDIER

                     Watch it, kid! YOU'RE GONNA GET YOURSLELF 
                     RUN OVER!!!


           Ray sees Robbie trying to get on with them. He has had enough 
           of Robbie and goes up to him to tell him....


                                 RAY

                     WHAT!?!?!  ROBBIE, YOU WANT TO GO IN 
                     THAT DIRECTION?


           Robbie, who ignores him is still shouting for them to stop.


           
                                 RAY

                     THERE'S NOTHING LIVING IN THAT DIRECTION, 
                     ROBBIE!!!


                                 ROBBIE

                     WHAT DO YOU CARE?!?!? YOU NEVER GAVE 
                     A SHIT BEFORE!!! YOU NEVER GAVE A SHIT!!!


                     
                                 RAY

                     OKAY, HARD ASS, WHAT'S YOUR PLAN? YOU'RE 
                     IN CHARGE NOW, YOU TELL ME WHAT WE'RE 
                     DOING!!


                                 ROBBIE

                     WE CATCH UP WITH THESE SOLDIERS, WE 
                     PICK UP WHOEVER ELSE ISN'T DEAD AND 
                     WE GET BACK AT THEM!!! WE GET BACK AT 
                     THEM!! THAT'S WHAT WE DO!!!


                                 RAY

                     WELL, NOW LET'S TRY ONE THAT DOSEN'T 
                     INVOLVE YOUR TEN YEAR OLD SISTER JOINING 
                     THE ARMY! YOU HAVE ANYTHING LIKE THAT???


                     
           Ray and Robbie are about ready to start throwing punches at each 
           other as the tanks continue rolling by.


                                 ROBBIE

                     WHY DON'T YOU JUST TELL US THE TRUTH???


                     
                                 RAY

                     YOU HAVE ANYTHING LIKE THAT!


                                 ROBBIE

                     YOU HAVE NO IDEA WHICH WAY TO GO!!


                     
                                 RAY

                     YOU HAVE ANYTHING LIKE THAT?!?!?!


                     
                                 ROBBIE

                     YOU WANNA COME OFF ALL WISE AND SHIT!! 
                     YOU ONLY CHOSE BOSTON BECAUSE YOU HOPE 
                     MOM IS THERE AND IF SHE'S THERE, YOU 
                     CAN DUMP US ON HER!!! YOU CAN DUMP US 
                     ON HER THEN YOU'LL ONLY HAVE TO CARE 
                     ABOUT YOURSELF!!! WITCH IS EXACTLY THE 
                     WAY YOU LIKE IT!!!


           Robbie is shivering in the cold of his wet clothes but his adrenaline 
           keeps him fighting at Ray. They both can be seen with the air 
           from their nostrils flaring like a bull. Rachel rushes in as 
           an attempt to get Robbie to realize what he's doing.


                                 RACHEL

                     ROBBIE!!! WHERE ARE YOU TRYING TO GO?!?! 
                     WHAT ARE YOU TRYING TO DO?!?!


           Rachel begins to cry as Robbie looks at her in sorrow. 


                                 RACHEL

                     WHOE'S GONNA TAKE CARE OF ME IF YOU 
                     GO!!!


           Rachel's last line almost brings Robbie to tears as he picks 
           her up and starts walking over to the van. Ray stands next to 
           the still rolling army vehicles and begins to realize how this 
           brother and sister have come to rely on each other during the 
           divorce of their parents.


           INT. VAN - DAY


           Robbie is staring out the window in the exact opposite direction 
           of Ray. The radio is broadcasting the emergency alert test. Ray 
           turns off the radio and says...


                                 RAY

                     If I close my eyes, why don't you drive 
                     for a bit.


                                 ROBBIE

                     I don't have a license.


                                 RAY

                     Since when has that stopped you?


           INT. VAN - DUSK


           Robbie is driving into a city. Ray is sleeping in the passenger 
           seat. The streets are crowded with people walking. Robbie gets 
           worried and gets Ray to drive. 


                                 ROBBIE

                     Ray. (no response) Ray. (no response) 
                     Dad!


           Ray wakes up and Robbie tries to get him to take the wheel.


           
                                 ROBBIE

                     You think you could.... You think you 
                     could...


                                 RAY

                     Don't stop... don't take your foot off... 
                     Okay. I got it... I got it....


                                 RACHEL

                     Where's everybody going?


                                 RAY

                     I don't know Rach. 


                                 RACHEL

                     But we do right?


                                 RAY

                     Yeah, we do.


           They continue driving through the crowd as they become more and 
           more mad at Ray for not letting them on. They begin banging on 
           the glass. 


                                 RACHEL

                     Why'd he do that?


           The man continues hitting the windshield.


                                 RACHEL

                     Why is he doing that?


                                 RAY

                     He wants a ride. Everybody just wants 
                     a ride.


                                 RACHEL

                     Can we give him one?


                                 RAY

                     Just sit back and put on your seatbelt. 
                     Robbie, put on your seatbelt. 


           Rachel is busy looking at all the people who are now begging 
           for a ride.


                                 RAY

                     Put on your seatbelt Rachel.


           The three of them fasten their seatbelts.


                                 ROBBIE

                     Be careful.


           People bang on the windows louder as they shout "give me a ride".


           
                                 RAY

                     I'm sorry, I can't. Please get away 
                     from the car.


           A police man jumps on the hood and bangs on the window.


                                 RAY

                     HEY!!


                                 POLICE MAN 3

                     Stop the car!!


                                 RAY AND ROBBIE TOGETHER

                     GET OFF THE CAR!!! GET OFF THE CAR!!!


                     
                                 POLICE MAN 3

                     You could carry 20 people in there! 
                     STOP THE CAR!!!


           Rachel is panicking and starts to do the "arms" process to stay 
           calm. 


                                 RAY AND ROBBIE TOGETHER

                     GET OFF THE CAR!!! GET OFF THE CAR!!!


                     
           Ray hit's the gas pedal as the police man falls off the side 
           of the van. Ray speeds away now and gains some speed just as 
           someone throws debris into the windshield which breaks it. Rachel 
           screams in panic.


                                 RACHEL

                     (screams) AHHHH!!


                                 RAY

                     Oh hold on!!


           Robbie and Ray see a woman standing dead in their way holding 
           a baby. They swerve to miss her.


                                 ROBBIE

                     Look out! Look out!


                                 RAY

                     (seeing a telephone pole) Oh, GOD!


                     
           The van smashes into the telephone pole and the pole lurches 
           about 20 feet. The transformer on the top of the pole begins 
           to arc and spark. The crowd is now rocking the van from side 
           to side shouting at about a riot level. 


           INT. VAN - DUSK


                                 RAY

                     Are you okay?


           Rachel has no time to respond before the back windshield is busted 
           open by a crowd member. The driver and passenger side windows 
           are then promptly busted. Robbie ducks to avoid the flying glass. 
           A man jumps on the hood and starts ripping glass away from the 
           hole in the front windshield. He is so desperate to get in the 
           van he rips his hands to shreds. A crowd member suggests to "push 
           it". He does so and the glass falls through.


           The passenger side door is opened and Robbie is pulled out by 
           the rioting crowd. 


                                 ROBBIE

                     (screams) AHHHHH!!!! RAY!!!


                                 RAY

                     ROBBIE?!?! ROBBIE?!?!?


           Ray then screams to the rioting crowd who are now pulling him 
           out of the driver's side window.


                                 RAY

                     NO, JUST WAIT!!! WAIT!! STOP!!! JUST 
                     STOP!!!


                                 RACHEL

                     DADDY!!!!


           A man from the crowd runs up to Rachel's window, breaks it, and 
           tries to grab Rachel. Ray pulls the man out and throws him back 
           into the crowd. 


                                 RAY

                     Rachel!! (grabs guy) GET OUT OF THERE!!!


                     
           Ray is pushed by the man he just threw and hit's the driver's 
           side door. Ray kicks the guy square in the gut which gets him 
           back into the crowd.


                                 RACHEL

                     DADDY!!!


           Ray wrestles another man trying to grab Rachel. The man gets 
           tossed to the ground. Just as Ray stands up... WHAM!!! Ray is 
           hit in the back of the head by a man with a baseball bat. The 
           blow was not severe enough to cause life threatening damage to 
           Ray. 


                                 RAY

                     (grasping his head in pain) AHHH!!!


                     
           Another man grabs Ray to try to fight him. Women in the crowd 
           yell to "stop them" but nobody does so. The man who is strangling 
           Ray yells to "get in the car". Robbie fought off the men who 
           pulled him out of the car, comes over to Ray's side, and begins 
           choking the man who is choking Ray. Robbie hit's the man's head 
           against the car. The man releases his grip on Ray, the man and 
           Robbie are drug into the rioting crowd beyond frame view. 


           
           A man gets into the driver's seat and tries to start the car.


           
                                 RAY

                     (through a choking grip) Rachel, get 
                     out of the car! GET OUT OF THE CAR RACHEL!!!


                     
           Ray just barely finishes as he is drug off into the crowd beyond 
           frame. 


                                 RACHEL

                     DADDY!!!


           Rachel tries to get out, but there is an overflow of people barreling 
           into the car through the windows. She is surrounded by people 
           in the car. Robbie and Ray are getting beat in the crowd.


           
           Ray manages to pull out his gun. He fires off two rounds into 
           the air. The crowd instantly moves away from him. One man yells 
           "take it easy!" No sign of Robbie. 


                                 RAY

                     (pointing the gun at the people on the 
                     roof of the car) GET OFF THE CAR!! GET 
                     OFF!!!


           Men start getting off the car to avoid the gun threatening Ray. 
           


                                 RAY

                     (continues) GET OFF THE CAR!! Move!! 
                     Move!!


           Realizing Robbie is nowhere in sight....


                                 RAY

                     Where's my son?!?!


                                 RIOT MAN 1

                     You don't need that, Man!


                                 RAY

                     WHERE'S MY SON?!?! ROBBIE!!    .... 
                       ROBBIE!!


                                 RIOT MAN 2

                     Put the gun down, man. It's not me!


                     
                                 RAY

                     (still determined to find Robbie) ROBBIE!!!


                     
           Ray is able to pull Robbie out from the crowd. Robbie has a running 
           bloody nose and a badly bruised stomach. He is fighting to catch 
           his breath because he had it knocked out of him.


                                 RACHEL

                     DAD!!!


           The camera moves from Robbie to Ray, then pivots on his face 
           to reveal a man holding another gun at Ray's head.


                                 RIOT MAN 3

                     Okay, man, now listen. Put down the 
                     gun. I'm taking the car. 


                                 RAY

                     My daughter's in the car...


                                 RIOT MAN 3

                     (shaking the gun nervously) Put down 
                     the gun, I'm taking the car.


                                 RAY

                     All I want is my daughter....


                                 RIOT MAN 3

                     PUT DOWN THE GOD DAMN GUN!!!


           Ray is scared into dropping his gun on the street. Ray then puts 
           his hands near his head to avoid being shot. 


                                 RAY

                     Please, all I want is my daughter. 


                     
                                 RIOT MAN 3

                     (surprisingly calm) I'm taking the car.


                     
                                 RAY

                     I just want my daughter. Please just 
                     let me take my daughter, can I.... All 
                     I want is my daughter. 


                                 RIOT MAN 3

                     Yeah. Okay, go ahead, take her, take 
                     her, yeah, yeah....


           Ray grabs Rachel out of the car as the riot man gets in the driver's 
           seat and closes the door. 


                                 RAY

                     Robbie!!


           Robbie, who has managed to get to his feet, hunched over, walks 
           over to Ray. Ray, with Rachel in his arms, and Robbie walk to 
           the diner on the street. The man backs up the car just as the 
           camera pans down to see a man who sees the gun on the street. 
           The man picks up Ray's gun and looks at the man in the van.


           
           INT. DINER - DUSK


           The three of them are walking to a booth in the diner. Ray, with 
           Rachel in his arms, is beginning to bleed from his head wound. 
           He walks with a slight limp. Rachel is panic stricken. Robbie 
           lets go of his bloody nose and, with both hands, clenches his 
           chest in pain. He is still fighting to catch his breath. They 
           are all soaked from the rain. 


           They all sit down at the booth. The power is flickering on and 
           off. As they begin to relax from the ordeal they just had, gunshots 
           are heard. BAM!! BAM!! Ray jumps and catches his head in his 
           hands as it throbs. Robbie jumps and flails his arms in pain 
           as the jump tightened muscles in his stomach. Robbie turns around 
           to see the man with Ray's gun firing at Riot Man 3. BAM! One 
           more gunshot is heard. Rachel scurries over to Robbie who, despite 
           his pain, grabs Rachel and they hug each other seeking comfort. 
           The van drives away.


           Rachel sobs as Ray also starts crying because nobody knows what 
           to do from here. Robbie looks at Ray for some comfort. He has 
           none.


           Walking Down the Street - Dusk


           They are walking in a crowd of about 300. Some men share their 
           stories of assumption. One man says... "Europe's got it the worst...." 
           while another man says "We've got it the worst......" while some 
           people "don't give a shit who it is....."


                                 RACHEL

                     Looks like the power's still on here.


                     
                                 RAY

                     Yeah, power's still on because nothing 
                     bad has come up from under the ground.


                     
           A rail road crossing guard stick comes down as the bells and 
           lights start going off. The people stand behind the guard just 
           like cars. They wait. 


           A train approaches and is blowing off fireballs from an encounter 
           with a robot. The entire train is flaming and burning. The train, 
           as it whisks by is releasing pieces of red hot ash. The bars 
           go up as the train completes it's crossing. The people continue 
           walking.


           EXT. FERRY DOCK - DUSK


           Random, pointless music is playing over the PA system as people 
           are being herded by soldiers onto a ferry boat. A blood bank 
           woman says over a megaphone... 


                                 WOMAN

                     Unless you are O-positive and Rh negative, 
                     thank you but we already have more blood 
                     than we can use. Again... (repeats message)


                     
           Shots of the herded people boarding the ferry.


           Solders are heard and seen saying "this way" and "keep it moving 
           folks".


                                 HARBOR MASTER

                     Please move forward calmly, the boat 
                     can make more than one trip. Please 
                     move forward calmly, take your time, 
                     don't rush. (repeats)


                                 SHERYL

                     Ray! RAY?!?!


                                 RAY

                     Sheryl?


                                 SHERYL

                     Yeah.


           Ray and Sheryl hug as they are re-united.


                                 SHERYL

                     Oh, my gosh, are these your kids?


                     
                                 RAY

                     Yes, this is Rachel.


                                 SHERYL

                     Hi, I'm Sheryl, this is my daughter, 
                     Nora. 


           Ray, Sheryl, Nora, and Rachel exchange handshakes.


                                 RAY

                     Hi, I've heard about you, Nora.


           Rachel looks at sea gulls that are flying rather fast away from 
           the boat. Robbie meets Sheryl with Ray.


                                 RAY

                     This is my son, Robbie.


                                 ROBBIE

                     Hi Sheryl.


                                 SHERYL

                     He's just like dad.


           Rachel continues watching the gulls.


                                 SHERYL

                     How you doing? You look like shit.


                     
           Rachel is now fully into watching the gulls. Ray, Sheryl, and 
           Robbie are engaged into small talk. Rachel sees the gulls flying 
           around something over the horizon behind the city.


                                 RACHEL

                     (to herself) The trees are funny.


                     
                                 HARBOR MASTER

                     We're gonna move some cars out of the 
                     way to make more space. Give us a few 
                     minutes.


           Rachel watches the trees begin to be flattened and moved as something 
           gets brighter on the horizon. Rachel grabs Ray's finger and he 
           realizes that she wants him. Ray turns around to see what Rachel 
           wants as he too sees the thing on the horizon. Robbie sees Ray 
           looking that way, so he too looks that way. A robot puts it's 
           last foot down with a thud and looks at the dock full of people. 
           It makes the vibration noise which gets the attention of everybody. 
           The crowd begins overrunning the soldiers and cramming onto the 
           ship for safety. The captain sees the overflow and prepares the 
           ship for takeoff to try to stop the overflow. 


                                 CAPTAIN

                     CAST OFF!!! GET THAT RAMP UP!!!


                                 HARBOR MASTER

                     CAST OFF NOW!!! GET THAT RAMP UP!!! 
                     (to soldiers) No more people! No more 
                     people! We're taking the ramp up.


                     
           The soldiers create a blockade which holds back the crowd for 
           quite a while. As the crowd starts to collect, the soldiers start 
           to bulge forward from people pushing them. Three robots now switch 
           on their lights to look over the crowd of people. A moving crowd 
           of about 1,000 people is now collecting on the soldiers who so 
           far are withstanding. 


           Ray, now in the front next to a soldier, tries to get them to 
           let him and his family through. They say there is no more room.


           
                                 RAY

                     (to Sheryl) You just stay with me! Grab 
                     my jacket!


                                 SHERYL

                     I got you Ferrier. (trips) oh, Jesus!


                     
                                 RAY

                     You okay? Come on!


                                 SHERYL

                     Jesus. Oh my god!


                                 RAY

                     Come on.


           The harbor master hit's the switch to start the ramp motor to 
           begin folding up the ramp. Soldiers shove empty cars off the 
           ramp. 


           Sheryl is knocked around by a few people and looses grip of Ray's 
           jacket. 


                                 SHERYL

                     Oh, Ray!! RAY!!!


           They run faster and Sheryl falls farther behind. Robbie makes 
           a grab for her hand but a soldier stops Sheryl just short. 


           
                                 SHERYL

                     NO, I CAN GO WITH HIM!!!  RAY!!!! NO!!!!


                     
           The ramp begins lifting as a few people make one last jump and 
           latch on to it. Ray looks back for Sheryl.


                                 RAY

                     SHERYL?!?!? SHERYL!!!!


                                 SHERYL

                     RAY!!!!


                                 RAY

                     There's room on the boat!!! 


                                 SHERYL

                     LET US THROUGH GOD DAMN IT!!!


                                 RAY

                     THERE'S STILL ROOM ON THE BOAT!!! THERE'S 
                     ROOM ON THE BOAT!!! THERE'S ROOM ON 
                     THE BOAT!!!


           Rachel screams as Ray runs to the bow with Rachel in his arms. 
           Robbie is soon to follow...


                                 RACHEL

                     ROBBIE?!?!


                                 RAY

                     Stay with me! Stay with me Robbie!!!


                     
           Robbie runs right past them and up to the captain's deck.


                                 RAY

                     ROBBIE!!!


           Robbie, panting hard, looks at the inclining ramp and sees there 
           are still people hanging on to the back side of the ramp. He 
           starts running to the stern of the ship.


           The captain pushes the throttle all the way full. The propellers 
           start so fast they spray water all over the people still at the 
           dock. Pulling away at it's ties to the dock, the ship begins 
           pulling away.


                                 RACHEL

                     (seeing Robbie running to the stern) 
                     Robbie? Robbie!?!?!


                                 RAY

                     Robbie!!!


                                 RACHEL

                     ROBBIE!!!


           Robbie ignores them as he jumps onto the grate of the folded 
           up ramp. Climbing to the top, he begins helping those who are 
           hanging on the back side of the ramp. 


                                 ROBBIE

                     Here, grab my hand!! Hold on! I got 
                     you! HOLD ON!!!


           Camera turns or Ray's face. Ray looks at Robbie helping people 
           in admiration and proud ness. 


                                 ROBBIE

                     TAKE MY HAND!! TAKE IT!!! 


           INT. CAPTAIN'S CONTROL ROOM - DUSK


           The captain sees some sort of whirlpool sucking water down into 
           a hole. The ship begins to slowly turn toward the hole, being 
           sucked in. 


                                 CAPTAIN

                     Oh, my god!


           Passengers rush over to the starboard railing where a robot emerges 
           from the whirlpool. WOOSH!!! Hundreds of gallons of water are 
           tossed up with the robot. The water in the air turns to snow 
           as it falls on the ship. The robot's engines howl in the air. 
           


                                 RAY

                     (fearing danger to his son) ROBBIE!!!


                     
           The robot's claws begin pushing the ship making it lean to one 
           side and finally tip over on it's side. Robbie is already running 
           towards Ray. At the turn of the ship, the three go into the water. 
           Cars start coming towards them. WOOSH!!! A car comes right for 
           them. SPLASH!!! The car hit's the water where they are, instantly 
           pinning Robbie and Ray to the front of it. Rachel is holding 
           on to Robbie's back, also going down.


           The people in the car are screaming as the car fills with water. 
           


           As the ship completely capsizes, people are thrown or washed 
           into the water. Cars sink down, people float and the ship bobs 
           in the water. Ray is able to un-pin himself and pulls Robbie 
           out. They all begin swimming to the surface. Rachel lags behind 
           and Robbie grabs her and helps her up.  At the surface, they 
           meet. A ship propeller at full power. They begin to swim away 
           from it. Claws from the ship over head are grabbing people and 
           pulling them into the robot's holds. 


           EXT. BEACH - DARK


           Ray is heaving Rachel up to shore. Robbie is not far behind. 
           They are all fighting to get their breath after swimming for 
           so long. Ray can no longer haul Rachel up the beach. 


                                 RAY

                     Help me. Help me with her.


                                 ROBBIE

                     (gagging) Okay.


           Robbie almost slips as he gags, still fighting for breath. 


           
           Pulling each other up the hill....


                                 RAY

                     Don't stop. Don't stop.


           Alert sirens can be heard coming from the city.


           Ray pulls the two of them. 


                                 ROBBIE

                     (yells in pain) AHHH.


           They all lay on the hillside, gasping for air. In the distance 
           they look... Two robots are still picking people up out of the 
           water. Two more robots have joined and are picking up people 
           off the streets. Many people scream. 


           With jaws clattering, Rachel looks toward the other hillside 
           on the other side of the river. Shivering Ray and Robbie look 
           there with her. 


           THREE MORE robots are on the opposite hillside blasting people 
           with their disintegrator beams. Many more people scream. Rachel, 
           in fright, runs towards the bushes behind Ray. Ray sees her, 
           and runs with her. Robbie runs with them. They stop and squat 
           down as they see the top of another robot coming over the hill 
           to join the three. 


           Robbie, running, with clenched teeth, stops. His jaw drops as 
           we are able to see hundreds of thousands of articles of clothing 
           falling from the sky. They continue running through the woods 
           where clothes fall like snow. 


           Pasture Fence Line - Dark


           Robbie is walking 5' ahead of Ray and Rachel along a fence line 
           of a pasture. Gunfire is seen and heard over the hill about 500 
           yards away. Robbie, who always wanted to help in the fight, begins 
           walking faster toward the gunfire.


                                 RACHEL

                     Robbie, slow down.


           Robbie follows the fence line and walks a little faster.


                                 RACHEL

                     Robbie, slow down!!!


           Robbie, who is coming closer to the hill, sees army trucks rolling 
           down the road and up the hill. Seeing this, Robbie walks into 
           a slow run along the fence line. Ray and Rachel try to keep up. 
           


                                 RACHEL

                     Robbie.


                                 RAY

                     Robbie. We got to stay together Robbie.


                     
           Robbie, getting closer, runs faster, faster.


                                 RAY

                     Robbie! Stay together! ROBBIE!!!


           Ray and Rachel duck as a missile comes EXTREMELY CLOSE to their 
           heads. Jets speed by them overhead. Rachel screams.


                                 RAY

                     GET BACK HERE!!!


           Robbie, in a full scale run, runs with the army trucks that have 
           now taken to the hills. Ray and Rachel run as fast as they can 
           to try to stay with Robbie.


                                 RACHEL

                     Robbie!! NO!! ROBBIE!!! COME BACK!!!


                     
           Robbie runs with the trucks with all his might. Ray and Rachel 
           are now searching for him.


                                 RAY

                     ROBBIE!!! (sets Rachel down next to 
                     a tree) NOW DON'T MOVE! FOR GOD'S SAKE, 
                     STAY RIGHT HERE! I'M COMING RIGHT BACK! 
                     (calling out for him) ROBBIE!!!


           Ray sees Robbie about 20' ahead of him. 


                                 RAY

                     ROBBIE!!! ROBBIE!!!


           Robbie is held back by two soldiers. Robbie gets thrown back 
           by them where Ray grabs him and pins him to the ground. Robbie 
           fights to get back up.


                                 RAY

                     WHY ARE YOU DOING THIS???


           Soldiers are blasting everything they have to something over 
           the hill. Radio people are telling their officers "no effect 
           on target". 


           Robbie is watching all he is able to see while Ray tries to get 
           his attention on him.


                                 RAY

                     LISTEN TO ME! TURN AROUND! I WANT YOU 
                     TO LISTEN TO ME!


           Robbie ignores him and continues watching artillery blast over 
           the hill. 


           Ray gets fed up with Robbie. He grabs his shoulders and flips 
           him over on to his back. Robbie looks at Ray in fright that he 
           did that. Ray grabs his coat shoulders, and climbs on top of 
           him, pining him down to the ground. 


                                 RAY

                     LISTEN TO ME! 


           Rachel watches helicopters fire missiles simultaneously over 
           the hill. 


                                 RAY

                     DON'T DO THIS! I LOVE YOU!


                                 ROBBIE

                     I NEED TO BE HERE! I NEED TO SEE THIS!!


                     
                                 RAY

                     I KNOW IT SEEMS LIKE YOU HAVE TO BUT 
                     YOU DON'T!!!


                                 ROBBIE

                     LET ME GO!!!


                                 RAY

                     YOU DON'T!!!


                                 ROBBIE

                     PLEASE LET ME GO!!!


           Rachel is approached by people. They think she's alone so they 
           try to talk her into coming with them (ad lib). 


                                 RAY

                     I'M NOT LETTING YOU DO THIS!! YOU CAN 
                     HATE ME.....


           Robbie tries to fight to get up but Ray keeps him pinned to the 
           ground.


                                 RAY

                     ... YOU CAN HATE ME. BUT I LOVE YOU!!


                     
                                 ROBBIE

                     LET ME GO PLEASE!!!


                                 RAY

                     I'M NOT LETTING YOU DO THIS!!!


                                 ROBBIE

                     DAD!!


           Ray sees the couple trying to get Rachel to go with them. For 
           a second, Ray doesn't know what to do. 


                                 RAY

                     Just listen to me!


                                 ROBBIE

                     I need to be here! I want to see this!


                     
                                 RAY

                     Wait, stay. Stay for Rachel. Stay for 
                     your sister. 


                                 ROBBIE

                     Please let me go! You need to let me 
                     go.


           Ray and Robbie are silent for what seems to them like forever. 
           Ray looks to Rachel who is being carried away by the couple. 
           Robbie manages to turn back over to his stomach. After enough 
           trying, Robbie is able to squirm out of Ray's grasp on his shoulders. 
           


           Robbie crawls out of Ray's grasp and stands up. They stare at 
           each other for a while and Robbie begins running over the hill. 
           Ray runs over to Rachel to get her back from the couple.


                                 RAY

                     GET OFF!!! I'M HER FATHER!!! I'M HER 
                     FATHER!!! 


                                 WOMAN

                     We thought she was alone... we....


                     
           She doesn't finish as she scurries away. Ray looks at the hill 
           where the soldiers were firing at... A FLAMING army truck rolls 
           over the hill. 


                                 RAY

                     Robbie?!?!


           Two more trucks come over the hill ablaze. Suddenly... BOOM!!! 
           A ring of mine charges go off at the peak of the hill. The explosion 
           blast is almost big enough to knock Ray off of his feet. 


           
                                 RAY


                     ROBBIE!!!


           By now, Robbie has run over the hill and is long out of site. 
           A robot that appears to be on fire comes slowly rising over the 
           hill. Ray makes a run for it down the hill. We can see three 
           robots now rising over the hill. Missiles and bullets are being 
           fired at them as their shields block all the fired artillery. 
           


           EXT. HARLAND'S HOUSE - CELLAR DOOR - NIGHT


           Harland lives in the basement of his house about 300 feet away 
           from the hill that the robots came over. He is holding a rifle 
           as a signal for anybody who can see him.


                                 HARLAND

                     Over here! OVER HERE!!!


           Ray and Rachel run towards him. 


                                 HARLAND

                     Hurry!!


           The three of them scurry into the basement. Ray and Rachel run 
           into the main room while Harland proceeds to close the cellar 
           doors. Gunfire can be heard alongside the screams from people. 
           Lights flash through the cracks in the walls and door. 


           INT. HARLAND'S HOUSE - BASEMENT - DUSK - CONTINUOUS 


           Harland walks up to the lantern hanging on the wall and looks 
           at Ray and Rachel. His face, half lit looks medieval with the 
           clothes he wears. 


           Harland grabs the lantern and carries it over to where Ray and 
           Rachel are huddled shivering in their damp clothes. 


                                 HARLAND

                     (to Rachel) You all right?


           Rachel does not respond most likely due to shock. 


                                 HARLAND

                     (to Ray) And what about you?


           Ray looks up at him and looks at the lantern. He is still heard 
           muttering "Robbie" very quietly.


           Harland moves a wheel barrel as rats are seen scurrying about 
           on the floor. The army platoon has gone far enough over the hill 
           that gunfire can no longer be seen or heard. 


                                 RAY

                     (while Harland moves the wheel barrel) 
                     (to Rachel) There you go. Is that comfortable? 
                     I need you to close your eyes now, okay? 
                     You need some sleep.


           Rachel's face is pure white with some red around her eyes.


           
                                 RACHEL

                     Dad?


           Ray already knows what she is going to ask.


                                 RAY

                     He's gonna meet us. Hey, Robbie's gonna 
                     meet us, Rach, In Boston, at your grandma's.


                     
           Harland is watching them through fallen out boards in the wall. 
           


                                 RACHEL

                     (about ready to cry) What do you think 
                     mom's doing right this minute?


           Harland sits down on the stairs to listen to their conversation. 
           He begins sharpening a shovel with a file. 


                                 RAY

                     Mom? She's in Boston. Waiting. And I 
                     know she's not sleeping 'cause she is 
                     so worried about you. (trying to comfort 
                     her) ... And she's in grandma's kitchen, 
                     and she's making that awful tea that 
                     she makes. And they're all just... ... 
                     ...there all just counting the minutes 
                     until they see you again.


           Rachel is crying because she misses Robbie and her mom. Ray sees 
           the first place ribbon she keeps carrying around and begins to 
           investigate what it is.


                                 RAY

                     (picking up the ribbon) What is this? 
                     What... What is this?


                                 RACHEL

                     I won.


                                 RAY

                     You won?


                                 RACHEL

                     The walk, trot, and canter. Third place.


                     
           She begins to feel dreary...


                                 RACHEL

                     Sing me "Lullaby and Goodnight"?


                                 RAY

                     (shakes his head in displeasure because 
                     he can't think of it) I don't remember 
                     that one.


                                 RACHEL

                     Sing me "Hushabye Mountain"?


                                 RAY

                     I'm sorry Rach, I don't know that one 
                     either. 


           Rachel turns over (her back to Ray) because she realizes that 
           it is a lost hope to get a song out of him. Ray thinks for a 
           moment and remembers an old nursery rhyme he was taught. 


           
                                 RAY

                     (begins to sing) I'm not bragging, baby. 
                     So don't put me down. Because I've got 
                     the fastest set of wheels in the town. 
                     Something comes up to me that don't 
                     even try....


           Rachel turns back over as Ray continues singing...


                                 RAY

                     (continues singing) ... If I had a set 
                     of wings, man, I know she could fly. 
                     She's my little deuce coupe. You don't 
                     know what I've got... just my little 
                     deuce coupe. (now whispering) You don't 
                     know what I've got....


           Rachel has fallen asleep. Ray kisses her on the forehead. Harland 
           taps two glasses together and says...


                                 HARLAND

                     Peach schnapps. 


           Ray gets up and begins walking towards him.


                                 HARLAND

                     Disgusting, I know it. I found a whole 
                     case of this shit. 


           Harland hands Ray a glass as they both sit down. 


                                 RAY

                     Thank you. 


           Silence falls over for a period.


                                 HARLAND

                     I'm sorry about your son.


                                 RAY

                     We got separated... he's gonna meet 
                     us in umm... in Boston.


           Ray drinks the schnapps as he begins to ask...


                                 RAY

                     Did you... (pauses) ... (whispers) Did 
                     you loose anybody? 


                                 HARLAND

                     All of them. 


           Another pause.


                                 HARLAND

                     (introduces himself) Harland Ogilvy. 
                     


                                 RAY

                     (introduces himself) Ray Ferrier.


                     
           They shake hands.


                                 HARLAND

                     I got water... Food.... Enough for weeks. 
                     You're welcome to stay, both of yous.


                     
           Ray gets up from the conversation.


                                 RAY

                     I'm sorry. I'm gonna get some sleep. 
                     


                                 HARLAND

                     (speaks loud enough to get Ray to pause) 
                     Those machines, those tripods they got... 
                     They buried them... right under our 
                     feet. Since before there were even people 
                     here. They've been planning this for 
                     a million years. We're beat to shit.


                     
           Ray looks at Harland sternly because he is afraid Rachel may 
           hear what he may say next. 


                                 RAY

                     Please, my daughter.


                                 HARLAND

                     Think about it.    ...    They defeated 
                     the greatest power in the world in a 
                     couple days. Walked right over us.  
                      ....    And these are only the first, 
                     they'll keep coming. This is not a war 
                     any more than there's a war between 
                     men and maggots. This is an extermination.


                     
           Ray walks over to where Rachel is sleeping.


                                 HARLAND

                     (feeling he's not grasping the reality) 
                     Are you afraid?


                                 RAY

                     Of course I am.


                                 HARLAND

                     (going on) I been around death plenty. 
                     Drive an ambulance in the city. Well, 
                     drove and ambulance in the city. That's 
                     all over now, huh?    ....   You know 
                     the people who make it Ray? The ones 
                     that don't flatline before the hospital? 
                     It's the ones who keep their eyes open, 
                     keep looking at you, keep thinking. 
                       ....    There the ones who survive... 
                        ....   We can' t loose our heads 
                     Ray.   ....   Running, that's what'll 
                     kill you.    ......     I'm dead set 
                     on livin'.


           He pauses and begins chuckling at his own joke.


                                 HARLAND

                     Hah. Dead set on Living. 


           Harland walks back over to the place where the conversation first 
           started. 


                                 RAY

                     Thank you for taking us in.


           Ray lies down next to Rachel as Harland finishes...


                                 HARLAND

                     We're not going to be exterminated.


                     
           The ground starts shaking from robots walking around outside. 
           Ray gets back up just as BOOM!! A small piece of the corner of 
           the basement collapses from all the vibration. 


                                 HARLAND

                     (with shotgun at side) It's okay! Come 
                     on, I wanna show you something!


           They both are waling towards a window. 


                                 HARLAND

                     We're gonna fight them Ray. They gotta 
                     have a weakness. Come on, take a look. 
                     


           Ray and Harland see two robots spraying vine like strands out 
           of a hole on the bottom of the ship onto the ground.


                                 HARLAND

                     Somehow they killed a few of these things 
                     in Osaka. That's what I heard. You telling 
                     me the Japanese can figure it out but 
                     we can't? 


           Ray goes over to Rachel and picks her up to take her somewhere 
           else. 


                                 HARLAND

                     We can do it. We can get 'em. We can 
                     figure it out. 


           Ray puts the now wide awake Rachel in a chair. 


                                 RAY

                     Stay right there!


           Ray opens up a window guard to see two robots skimming the ground 
           almost as if they are tilling up the soil. He now understands 
           that robots do this on a regular basis.


                                 RAY

                     I have a daughter! Why did you bring 
                     us here?


                                 HARLAND

                     To fight 'em together, Ray.   ....  
                      Now we'll be the ones coming up from 
                     underground. When the time is right, 
                     we'll take 'em by supries, the way they 
                     took us. We'll take 'em by surprise. 
                     


           Ray puts his hands over his face as he realizes he is staying 
           with an insane man. 


                                 HARLAND

                     We're right under their feet, Ray. Right 
                     here, under their feet. 


           INT. HARLAND'S HOUSE - BASEMENT - NEAR DUSK


           Ray looks at the mysterious red plant that is growing wildly. 
           He feels it and them snaps a piece of it off of a pipe. He examines 
           it closely as he walks over to the window where lights are beaming 
           in and out as the robots work. He takes another piece of a wall 
           and studies that one. 


           Ray hears a hovering craft over his head. A light flows over 
           the roof boards that streams down to the other end of a board 
           hall in the basement. Harland is sitting on the stairs with Rachel.


           
                                 HARLAND

                     You miss your mommy? I had a little 
                     girl nearly your age. You know, if anything 
                     happens to your daddy, I'll take care 
                     of you. 


           Ray is very angry that Harland is saying things like that to 
           his daughter.


                                 RAY

                     Rachel!


           Rachel runs towards him and he points to stand beside him. They 
           both stare at Harland, on the stairs, in dismay. 


                                 RAY

                     (distinctly angry, but not yelling) 
                     You don't have anything to say to her, 
                     do you understand? If you want to talk 
                     to somebody, or ask somebody a question, 
                     you ask me!


                                 HARLAND

                     (also angry at Ray) What exactly is 
                     your plan, Ray? I know what I'm gonna 
                     do. How about you? You gonna sit here, 
                     wait for them to come get you? Is that 
                     your plan?


           Harland walks around to different parts of the basement doing 
           miscellaneous things. 


                                 HARLAND

                     Maybe you want to get caught. Couple 
                     of days hiding in a basement too much 
                     for you, I bet. You'll probably turn 
                     yourself right in! 


           The robots outside stop moving. All the rumbling stops. 


                                 RAY

                     Listen. It stopped.


                                 HARLAND

                     (paying no attention) Maybe you'll be 
                     okay. Maybe you'll get lucky and they'll 
                     train you as their pet. You know, train 
                     you, feed you, teach you how to do tricks...


                     
                                 RAY

                     (yells) WILL YOU SHUT UP AND LISTEN?!?!?!


                     
           Pieces of wood fall from the hole as a robot camera comes floating 
           down into the hole. Ray hides behind the stairs. The camera eye 
           opens and lights turn on for it. 


           Rachel is hiding as well. The camera looks around the couch. 
           Ray moves as to not be seen by it moving around the couch. It 
           sees a rat and quickly follows it for a few seconds. Ray and 
           Harland exchange looks as Ray runs toward Rachel to hide with 
           her. 


           The robot continues checking out the basement. Harland grabs 
           an axe to cut off the camera from it's limb. Ray shakes his head 
           no to get him to stop. Ray silently does expressions to convince 
           him not to. 


           Harland goes towards ray so they can hide together. Harland almost 
           makes it before he thuds against a cabinet full of glass containers 
           which clang together. The robot hears this and turns around toward 
           the noise. They run to a different spot.


           Robot gets closer...


           Ray puts a mirror in front of the doorway to trick the robot 
           into seeing another robot. The camera looks over the mirror and 
           sees nothing. 


           It turns around just as... Rachel's boot slides, making a noise. 
           The robot views into the boot that is hanging out. It looks behind 
           the mirror to find just a boot sitting there. Ray, Rachel and 
           Harland are in the middle of the basement. A sight of relief 
           comes as the robot camera exit's out of the hole.


           Now the actual aliens come into the basement. Harland turns the 
           lantern out and runs to hide. The aliens look around the basement. 
           They look at, smell, and touch various different things throughout 
           the basement. Ray, Rachel, and Harland scurry to different parts 
           of the basement.


           Harland loads his gun and aims it to fire at one of the aliens 
           but the gun is pulled back by Ray.


                                 RAY

                     (dead silent) Give me that!


           Ray and Harland are in a silent fight for the gun. They both 
           have their hands on it. The aliens continue looking around. 


           
           Ray and Harland are both sweating bullets fighting for the gun. 
           Still silently.  Harland pins Ray against the wall and forces 
           him down to the ground to try and break the gun free of his grasp.


           
           The aliens are seen taking and smelling a photograph from a box. 
           


           Ray lets go of the gun and Harland jerks it away from him just 
           as the vibration like noise is heard from the robot. The aliens 
           scurry out through the open hole.


           Harland comes down to Ray, now sitting on the floor, and says....


           
                                 HARLAND

                     You and I... I don't  think we are on 
                     the same page. 


           INT. HARLAND'S HOUSE - BASEMENT - DAY


           The vines ray looked at are growing at a phenomenal rate along 
           the concrete slab under the window. Robots are spraying a red 
           mist out of the back of their ships. Ray holds his hand in the 
           mist that is entering the window.  After a moment.... Ray retracts 
           his hand and turns it over to reveal what appears to be blood. 
           


                                 HARLAND

                     RAY!!! RAY!!!! RAY!!!! RAY!!!! 


                                 RAY

                     KEEP YOUR VOICE DOWN!!! QUIET!!! 


                     
           Harland turns around and his whole face is covered in spots of 
           blood. 


           They both turn back around then Harland runs. Ray watches a man 
           being set down, fighting to be let go. A needle like object comes 
           down and stabs the man. It then pumps the blood out of him. Ray 
           has a horrified look on his face. 


                                 HARLAND

                     (repeats for about 2 minutes) Not My 
                     Blood!!!


           Ray realizes they will have the same fate if he keeps yelling. 
           Then... the robots stop because they hear him. Ray runs to Harland 
           who is digging some sort of hole. 


                                 RAY

                     Stop it! Stop it! You gotta stop it! 
                     You gotta be quiet or they'll hear you!


                     
                                 HARLAND

                     (with an insane expression and tone) 
                     They drink us!


                                 RAY

                     Please, they'll hear you!


                                 HARLAND

                     Then they spray us, like a fertilizer!


                     
                                 RAY

                     You gotta be quiet!


                                 HARLAND

                     Drink US and....


                                 RAY

                     They're gonna come back down here!


                     
           Harland has mentally lost it now. 


                                 HARLAND

                     Then they spit us out all over their 
                     goddamn red weeds!


                                 RAY

                     (no longer whispering) Do you understand 
                     what I'm gonna have to do? I can't let 
                     my daughter die because of you. 


                     
           Harland pays no attention to him.


                                 HARLAND

                     This tunnel will get us to the city. 
                     We'll have our own tunnels there. Ready 
                     Made! Subway, see what I'm saying!


                     
                                 RAY

                     Stop it!


                                 HARLAND

                     You can hide a whole army down there!


                     
                                 RAY

                     Stop it!!


                                 HARLAND

                     ... We'll go underground!


                                 RAY

                     STOP IT!!!


                                 HARLAND

                     Sneak attacks at night!


                                 RAY

                     YOU STOP IT!!!


           Ray grabs him by the arm just as he hits ray in the forehead 
           with a shovel. Ray releases his grip and lies on a dirt pile 
           next to Harland. 


                                 HARLAND

                     We're the resistance Ray! They can't 
                     occupy this country! Occupations always 
                     fail! History's taught us that a thousand 
                     times. This is our land.


           Ray runs up the stairs of the room to Rachel standing calmly 
           in the middle of the basement. 


                                 HARLAND

                     (continues) ... We eat it, we breathe 
                     it, only we can live on it! They can't 
                     survive here Ray. They weren't built 
                     for it.


           Ray hugs Rachel because he knows what he has to do. 


           Harland goes on saying odd things as Ray gets Rachel prepared 
           for what he has to do.


           Ray puts a black cloth over Rachel's eyes which makes her breathing 
           go erratic. 


                                 RACHEL

                     What are you doing?


                                 RAY

                     Whatever you hear... don't take this 
                     off.


                                 RACHEL

                     Dad??


                                 RAY

                     Rach?


                                 RACHEL

                     Dad?


                                 RAY

                     What was that song... that lullaby I 
                     didn't know?


                                 RACHEL

                     Hushabye Mountains


                                 RAY

                     Yeah. Please, Rach, sing it. 


                                 RACHEL

                     (begins to sing) ... A gentle breeze....


                     
                                 RAY

                     Don't stop.


                                 RACHEL

                     ... On Hushabye Mountain...


                                 RAY

                     That's my girl.


                                 RACHEL

                     ... For far away my baby goes...


           Ray kisses her hands and has her put them over her ears. Then 
           walks back to Harland. He is still digging and chanting "not 
           my blood"


                                 RACHEL

                     ... it fills the sails ... 


           Harland stops and sees Ray standing in the doorway.


                                 RACHEL

                     ... of boats that are waiting ...


                     
           Ray closes the door behind him as he steps in. 


                                 RACHEL

                     ... Waiting to sail your worries away 
                     ...


           Rachel hears screams and grunts as the two men fight behind the 
           door.


                                 RACHEL

                     ... So close your eyes. You're on Hushabye 
                     Mountain ... 


           Rachel's voice begins trembling as she holds her ears tighter.


           
                                 RACHEL

                     ... Wave goodbye to the cares of the 
                     day and watch your boat, from Hushabye 
                     Mountain, sail far away from Lullaby 
                     Bay. 


           All is silent for a while. Ray opens the door and walks out. 
           Rachel releases her hands and takes off the blindfold. Ray is 
           sitting on the stairs. 


           Rachel sits in his lap and puts his arms around her. They both 
           sit there in silence. 


           INT. HARLAND'S HOUSE - BASEMENT - DUSK


           Ray and Rachel are sleeping on the couch. As we view down from 
           Ray's face we find that Rachel is wide awake for some reason. 
           She sits up and....


                                 RACHEL

                     (screams) AHHHH!!!


           A robot camera is 1' away from her face. Rachel runs to the wall, 
           still screaming as ray hit's the camera with his hands. The camera 
           hit's the ceiling and shakes it's self off of debris. 


           Ray begins blasting the axe he had in hand into the camera attachment 
           line. Rachel screams as he hit's the line. Over and over and 
           over. Rachel runs up the basement stairs. Ray continues hitting 
           it and it finally pulls away. The camera, still attached by a 
           hair, hits some wood planks and is pulled out of the hole. 


           
                                 RAY

                     Rachel???


           No response for a few seconds, then Rachel lets off a gut wrenching 
           scream. 


                                 RAY

                     RACHEL!!!  (to himself) Oh, my god, 
                     no!


           He runs up the stairs to search for her in the house. 


                                 RAY

                     Rachel? Rachel? (looks up the stairs) 
                     Rachel??


           Ray opens the front door to find red vines coated in blood in 
           the doorway. He quickly brushes them down stepping out the door. 
           


                                 RAY

                     (searching) Rachel, make some noise 
                     baby. Rachel??


           He begins walking down a path to look for her farther out.


           
                                 RAY

                     Rachel? Rachel? Talk to me baby, come 
                     on!


           He gets no response from Rachel. All is dead silent accept for 
           him. 


                                 RAY

                     Rachel?!? RACHEL?!?!?!


           Ray sees an entire field of blood coated red vines beyond the 
           hill. 


                                 RAY

                     RACHEL!!!! RACHEL!!!


           A robot's lights turn on to him as a food lands close enough 
           to him to blow him back. One of the robot's grabbing claws comes 
           after Ray. He hides in a truck. The claw breaks through the glass, 
           grabs the car, and flips it, causing it to roll about 3 times. 
           


                                 RAY

                     (screams) AHH!


           Now in the car, lying upside down, he hears Rachel scream. He 
           looks and Rachel is standing at the top of a hill. 


           The robot centers above her and begins to grab her with a claw. 
           Ray runs towards her to try and do what he can to stop it. 


           
                                 RACHEL

                     (screams) AHHHHH!!!!


                                 RAY

                     NO NO NO!!!


           The robot blasts through a building. Ray is right behind the 
           foot. He runs into an army vehicle and finds a belt full of grenades. 
           He takes on off, removes the pin and throws it at the robot.


           
                                 RAY

                     HEY!!!


           It hit's the robot's shields and the robot turns right around. 
           It eyeballs Ray for a moment and picks him up by a grabbing claw. 
           


                                 RAY

                     (screams in pain) AHHH!


           He is thrown into a cage with about 30 other people in it as 
           well. The gate closes on the top as he is thrown in. The camera 
           shows he is in one of two cages. People scream and cry in confusion. 
           Ray spots Rachel sitting on the side of the grate.


                                 RAY

                     RACHEL!!


           He goes towards her just as the door opens, it makes a sound 
           and a grabbing claw comes out of a hole on the robot. Ray falls 
           down (luckily), it grabs another person and sucks him into the 
           ship. The same happens in the other cage. 


                                 RAY

                     (reaching Rachel) Rachel. (no response) 
                     Rachel.


           She seems to be frozen. 


                                 RAY

                     Rachel.


                                 RACHEL

                     Dad?


           Ray goes to speak just as BOOM! The grate shifts, tossing all 
           the people around and the door opens to take another person up. 
           Ray ducks down with Rachel but this is noticed by the grabbing 
           claw. He is swept up by it. Rachel holds on to his neck to go 
           with him. But then, Ray sees his belt of grenades. He prigs Rachel's 
           hands off of him and grabs the grenades. A soldier sees this 
           and latches onto Ray's arm. 


                                 SOLDIER 2

                     Pull me! Pull me!!!


           People all start latching on to the soldier and begin heaving 
           him and Ray down. They loose ground until more people join. 


           
                                 SOLDIER 2

                     We got him! Keep pulling! Pull me!


                     
           Ray is let loose by the clamp and they all fall back into the 
           cage. Ray spits out two grenade pins out of his mouth. This is 
           seen by the soldier. 


                                 SOLDIER 2

                     EVERYBODY DOWN!!!


           Hardly anybody gets down as the inside of the robot explodes. 
           We can see the robot exploding on the inside. It breaks doors 
           and fluid stars spilling out of it. The robot releases it's cages 
           and they fall into a tree. Splitting open. People promptly climb 
           out. 


           Once the robot falls to the ground, Rachel looks at Ray in a 
           way that meant how did you do that.


           Boston City Limits - Freeway - Day


           Ray walks with Rachel down the road as soldiers are ushering 
           them to "keep moving." The crows are now eating the red plant 
           which appears to be dying rapidly.  Ray picks up a piece, of 
           dead plant.


                                 RACHEL

                     What happened to it?


           Ray crumples the plant in his hand. It turns to dust and blows 
           away.


                                 RAY

                     It's dying. 


           Watching the dust, they walk along to find a robot lying half 
           struck into a building. 


                                 RAY

                     What happened?


                                 SOLDIER 3

                     I don't know, something's happening 
                     to them. Please keep moving.


           Ray goes up to another soldier for information.


                                 RAY

                     Something's happening to them?


                                 SOLDIER 4

                     Go. Go. Just keep moving, sir. 


           Ray asks another soldier down the road for information.


                                 RAY

                     Excuse me, excuse me, what happened 
                     here? You guys take it down? 


                                 SOLDIER 5

                     No sir, it was behaving erratically, 
                     walking in circles then it went down 
                     on it's own about an hour ago. (to people) 
                      Now let's keep moving, don't stop do 
                     not stop! Keep moving!


           Rachel and Ray are walking down the road with soldiers and other 
           people.


                                 RACHEL

                     How is it dead all by it's self?


                                 RAY

                     Rachel, I'm not sure. 


           Seeing another robot, one soldier motions to get into the water 
           tunnel. Other soldiers make signals to get set up for defense 
           if necessary. Everyone gets into the tunnel. A soldier can be 
           heard telling everyone "calm down and get in the tunnel".


           
           Ray notices that birds are flying over AND LANDING ON the robot. 
           The robot's shields are down. As he goes to tell someone, the 
           robot makes the viberating sound. 


                                 RAY

                     (to a soldier, during the robot noise) 
                     LOOK AT THE BIRDS!!!


                                 SOLDIER 6

                     I CAN'T HEAR YOU!!!


                                 RAY

                     LOOK AT THE BIRDS!!!


                                 SOLDIER 6

                     I CAN'T HEAR YOU!!


                                 RAY

                     (louder) LOOK AT THE GOD DAMN BIRDS!!!


                     
           The soldier looks at them and doesn't get what Ray's getting 
           at. He looks back at Ray. The noise continues erratically as 
           if the robot is fighting to stay alive.


                                 RAY

                     NO SHIELDS!!!


                                 SOLDIER 6

                     (motions and says) I CAN'T HEAR YOU!!!


                     
                                 RAY

                     (pointing) NO SHIELDS!!!


                                 SOLDIER 6

                     (now getting it) (to the soldiers) THE 
                     JAVELIN'S THE KEY! LOAD THE GUSTAV, 
                     IT'S GONNA BE A TOUGH KILL!!! LET'S 
                     GO!!!


           Ray gets in the tunnel as all the soldiers come running out.


           
                                 RAY

                     (to the people in the tunnel and Rachel) 
                     It's safer in here!


                                 SOLDIER 6

                     LETS GO!!! BRIGN OUT THE JAVELIN!!!


                     
           Soldiers scurry to get set up and they hurriedly fire missiles 
           at the robot. The first missile hit's the grabbing claws and 
           knocks them off. A few more shots and the robot collapses into 
           a nearby factory. The factory explodes and the robot grinds to 
           a halt on the ground. They check it to be clear as an alien falls 
           out of the door. It quickly dies on site. 


                                 SOLDIER 6

                     IT'S CLEAR!


           We watch the alien turn to stone as it dies.


           Boston - Walking Down Street near Mary Ann's Mother's house - 
           Day


           Mary Ann walks up to the front door and sees Ray walking down 
           the street with Rachel in his arms. She flutters open the doors 
           and she and Rachel run towards each other on the street. Mary 
           Ann begins crying.


                                 RACHEL

                     MOM!!!


           They hug each other crying. 


           Mary Ann looks at Ray who is still standing in the middle of 
           the street. 


                                 MARY ANN

                     (just barely hearable) Thank you.


                     
           Mary Ann's parents come out of the door. The mother has a shocked 
           look on her face. Tim is behind them. 


           Ray's eyes and face perk up as we see ROBBIE coming down the 
           front steps towards him. 


                                 RACHEL

                     Robbie?


           Ray and Robbie take a good look at each other and Robbie finally 
           mutters with a dry throat.


                                 ROBBIE

                     Hey dad!


           They hug each other in thankfulness for each other's survival. 
           


           Screenshot of a germ in a water droplet on a bud on a tree


           
                                 NARRATOR

                     From the moment the invaders arrived, 
                     breathed our air, ate and drank, they 
                     were doomed. They were undone, destroyed, 
                     after all of man's weapons and devices 
                     had failed, by the tiniest creatures 
                     that God and his wisdom, put upon this 
                     earth. At the toll of a billion deaths, 
                     man had earned his immunity, is right 
                     to survive among this planet's infinite 
                     organisms. And that right is ours against 
                     all challenges, for men do not live 
                     nor die in vein.


           FADE OUT TO BLACK


           THE END


           Roll Credits