James Cameron

                                                   FIRST DRAFT
                                                   May 28, 1985



        FADE IN

        SOMETIME IN THE FUTURE - SPACE                            1

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

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

        INT. NARCISSUS                                            2

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

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

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

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

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

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

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

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

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

                                                        DISSOLVE TO:


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

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

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

                    And how are we today?


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

                    How long have I been on
                    Gateway station?

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

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


        She grabs the cat like a life preserver.

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

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

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

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

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

        Ripley grabs his arm, surprising him.

                    How long?

        Burke gazes at her, thoughtful.

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

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

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

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

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

                    Code Blue!  415.  Code Blue!

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


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

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

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

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

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

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

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

                    No.. I've slept enough.

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

                    We made it, Jones.  We made it.

        But at what price?

                                                        CUT TO:

        EXT. PARK                                                 4   

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

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

                           (voice over)

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

        Burke ENTERS in his usual mode, casual haste.

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

        Ripley seems healthier now, but still a bit brittle.

                    Have they located my daughter

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

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

                    Is she...?

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

        Ripley studies the PHOTOGRAPH, stunned.

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


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

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

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

        Burke nods, a simpatico presence.

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

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

        Burke puts a reassuring hand on her arm.

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

        INT. CORRIDOR - GATEWAY                                   5

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

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

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

                    I get the picture.

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

        INT. CONFERENCE ROOM - ON RIPLEY - GATEWAY                6

        She's not cool.  Not unemotional.

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

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

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

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

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

                    reasons unknown.

                    Look, I told you...

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

        Ripley sense the noose tightening.

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

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

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

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

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

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

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

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

        Ripley grits her teeth in frustration.

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

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

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

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

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

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

        Van Leuwen stands, out of patience.

                                   VAN LEUWEN
                    Thank you, that will be all.

        Ripley stares him down, glowering at the board.

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

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

                                                        CUT TO:

        INT. CORRIDOR                                             7

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

                    You had them eating out of your
                    hand, kiddo.

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

                    You are a head case.  Have a donut.


        Van Leuwen clears his throat.

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

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

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

        INT. CORRIDOR                                             9

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

                    Why won't you check out LV-426?

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

                    What are you talking about.
                    What people?

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

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

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

                    How many colonists?

                                   VAN LEUWEN
                    Sixty, maybe seventy families.

                    Sweet Jesus.

                                   ELEVATOR PASSENGER
                    Do you mind?

        Ripley's hand slides off the door, strengthless.

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

        EXT. ALIEN LANDSCAPE - DAY                               10

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

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

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

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

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

        EXT. COLONY COMPLEX                                      11

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

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

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

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

        INT. MAIN CONCOURSE - NEAR CONTROL BLOCK                 12

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

        INT. OPERATIONS ROOM - CONTROL BLOCK                     13

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

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

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

                    Yeah.  What?

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

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

                    So what do I tell this guy?

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

        TRACTOR - DAY

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

        INT. TRACTOR                                             15

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

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

                    Half mine, dear.

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

                    And half mine!

                    I got too many partners.

                    Daddy, when are we going back
                    to town?

                    When we get rich, Newt.

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

        Her older brother TIM sticks his jeering face close to

                    You cheat too much.

                    Do not.  I'm just the best.

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

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

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

                    Mom.  All the kids play it...

                    Holy shiiit!

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

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

                    Folks, we have scored big this

        EXT. TRACTOR                                             16

        Jorden and Anne step down, wearing ENVIRONMENT SUITS.
        Carrying LIGHTS, PACKS, CAMERAS, TEST GEAR.  Their

        breath clouds in the chill air.

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

        They trudge toward the alien derelict.

                    Shouldn't we call in?

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

                    How about 'big weird thing'?

        They pause at a twisted gash in the hull.  Blackness

        INT./EXT. TRACTOR                                        17

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


        EXT. LANDSCAPE - NIGHT                                   18

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

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

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

        Tim considers the night.  The wind.  The vast landscape.

        He bites his lip.

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

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

        Anne, panting and terrified, grabs the dash mike.

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

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

                                                        CUT TO:

        INT. RIPLEY'S APARTMENT - GATEWAY - DAY                  20

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

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

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

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

        INT. CORRIDOR                                            21

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

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

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

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

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

        INT. RIPLEY'S APARTMENT - A LITTLE LATER                 22

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

                    No.  There's no way!

                    Hear me out...

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

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

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

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

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

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

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

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

        Burke is revealing his early days in sales.

                    Yeah, yeah.  I saw the commercial.

                    I heard you were working in the
                    cargo docks.

                    That's right.

                    Running loaders, forklifts, that
                    sort of thing?

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

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

                    If I go.

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

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

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

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

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

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

                    Think about it.

        EXT. ACHERON LANDSCAPE - NIGHT                           23

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

                                                        CUT TO:

        INT. APARTMENT                                           24

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

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

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

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

                    That's the plan.  My word on it.

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

                    All right.  I'm in.

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

                    And you my dear, are staying
                    right here.

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

                                                        CUT TO:

        EXT. DEEP SPACE - THREE WEEKS LATER                      25

        An empty starfield.  Metal spires slice ACROSS FRAME.

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

        INT. CORRIDOR TO CARGO LOCK                              26

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

        INT. CARGO LOCK                                          27

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

        INT. BRIDGE                                              28

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

        INT. HYPERSLEEP VAULT                                    29

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

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

                                                        DISSOLVE TO:

        INT. HYPERSLEEP VAULT                                    30

        Lit up, white and sterile.

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

           MASTER SERGEANT APONE                    UNIT LEADER

           CORPORAL HICKS                         B-TEAM LEADER

           CORPORAL DIETRICH (female)                  MED-TECH

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

           PRIVATE DRAKE                   'SMART-GUN' OPERATOR

           PRIVATE FROST                                TROOPER

           PRIVATE CROWE                                TROOPER

           PRIVATE WIERZBOWSKI                          TROOPER

           CORPORAL FERRO (female)              DROP-SHIP PILOT

           PFC SPUNKMEYER                   DROP-SHIP CREW CHIEF

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

        GROANS echo across the chamber.

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

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

                    They ain't payin' us enough
                    for this.

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

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

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

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

                    This floor's freezing.

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

                    Would you, Sir?

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

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

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

                    No.  Have you?

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

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

                    Hey, hand job, you take my

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

                    You just got three weeks.

                    I mean breathing, not this frozen

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

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

        INT. SHOWERS                                             31

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

                    Who's the fresh meat again?

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

                    Whoooah!  No shit?  I'm impressed.

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

        INT. MESS HALL                                           32

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

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

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

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

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

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

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

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

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

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

        Ripley spins on Burke, her tone accusing.

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

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

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

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

                    I'm shocked.  Was it an older model?

                    Cyberdyne Systems 120-A/2.

        Bishop turns to Ripley, very conciliatory.

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

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

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

        Burke and Gorman exchange glances.

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

                    She don't like the cornbread

        INT. READY ROOM - TIGHT ON APONE - ARMORY                33



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

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


                    Yes, Hicks?

                    Hudson, Sir.  He's Hicks.

                    What's the question?

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

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

                    A what?

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

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

                    I've dictated what I know on

                    Tease us a bit.


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

                    Sounds like you, Hicks.

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

                    I only need to know one thing.


                    Where they are.

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

                    Yo!  Vasquez.  Kick ass!

                    Anytime.  Anywhere.

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

                    Fuck you.

                    Anytime.  Anywhere.


                    Am I disturbing you conversation
                    Mr. Hudson?

        Hudson settles down, smirking.  Ripley locks eyes with

                    I hope you're right.  I really

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

                    Are there any questions?  Hudson?

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

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

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

        EXT. SPACE - ACHERON                                     34

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

        INT. BRIDGE                                              35

        Bishop is installed in his command seat, hemmed in by

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


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

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

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

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

        INT. READY ROOM - ARMORY                                 37

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

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


        with pre-flight activity b.g.

                    Still nothing from the colony?

                    Dead on all channels.

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

                    Clear, please.

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

                    Excuse me.

        ANGLE ON APONE  standing with Hicks, as Ripley approaches

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

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

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

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

        TWO SHOT APONE AND HICKS  skeptical.  Considering.

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

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

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

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

                    Where you want it?

        Hicks looks at Apone, cocks an eyebrow appreciatively.

        INT. READY ROOM - ARMORY                                 39

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

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

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

        INT. DROP-SHIP - APC                                     40

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

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

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

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

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

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

                    Save it.

                    Sure, Hicks.

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

                    Here we go.

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

        EXT. SULACO                                              41

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

        INT. COCKPIT                                             42

        Ferro and Spunkmeyer run rapidly through the switches.

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

        EXT. SULACO - DROP-SHIP                                  43

        Hydraulic WHINE.  Clamps SLAM BACK.  The ship drops.

        INT. DROP-SHIP - APC                                     44

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

        EXT. DROP-SHIP                                           45

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

        INT. COCKPIT                                             46

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

                           (icy calm)
                    Switching to DCS ranging.

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

                    Got it.  Rough air ahead.

        INT. HOLD - APC                                          47

        TIGHT ON HICKS  asleep in his harness.

                           (voice over;
                    Stand by for some chop.

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

                    How may drops is this for you,


                    How many combat drops?

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

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

        INT. COCKPIT                                             48

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

        EXT. DROP-SHIP                                           49

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

        INT. HOLD - APC                                          50

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

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

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

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

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

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

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

        Ripley watches the AP station loom on the exterior

                    That the atmosphere processor?

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

        EXT. SHIP - AP STATION                                   51

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

        INT. HOLD - APC                                          52

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

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

                    The structure seems intact.  They
                    have power.

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

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

                    Awright!  I want a nice clean
                    dispersal this time.

        Ripley turns as Vasquez squeezes past her.

                    You staying in here?

                    You bet.

                           (turning away)

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

                    Ten seconds, people.  Look sharp!

        EXT. COLONY COMPLEX                                      53

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

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

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

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

                    Vasquez, take point.  Let's move.

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

        EXT. COLONY BUILDING                                     54

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

                    Sealed.  Hudson, run a bypass.

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

                    First squad, assemble on me at
                    the main lock.

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

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

        INT. COLONY - MAIN CONCOURSE                             55

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

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

        INT. APC                                                 56

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

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

        INT. MAIN CONCOURSE - SECOND LEVEL                       57

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

                    Nothing.  No movement.

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

        INT. APC                                                 58

        Ripley et al watching.

                    Looks like my room in college.

        Nobody laughs.

        INT. SECOND LEVEL                                        59

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

        INT. LOWER LEVEL - QUARTERS                              60

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

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

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

        INT. DROP-SHIP - APC                                     61

        Ripley watches Hicks' monitor.

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

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

        TIGHT ON RIPLEY  knowing what it is.

                           (voice over;
                   You seeing this okay?  Looks

        Burke raises an eyebrow at Ripley.

                    Hmm.  Acid for blood.

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

        INT. FIRST LEVEL                                         62

        Hudson is looking at something.

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

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

                    Second squad?  What's your status?

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

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

        INT. APC                                                 63

        Gorman turns to the others.

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

        INT. FIRST LEVEL                                         64

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

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

                           (sotto voice)
                    Pendejo jerkoff.

        EXT. COLONY COMPLEX                                      65

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

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

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

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

        INT. APC                                                 66

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

        EXT. APC - SOUTH LOCK                                    67

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


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

                    Scare you?

                    Christ, Wierzbowski!

                    Sorry.  Hicks said to keep an
                    eye on you.

        He gestures for her to precede him inside.

        INT. CONTROL BLOCK CORRIDOR                              68

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

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

                    It's insured.

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

        Trooper Frost emerges from a side corridor ahead.

                    Sir, you should check this out...

        He leads the way into the corridor.

        INT. CORRIDOR                                            69

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

                    Right ahead here...

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

        INT. MEDICAL WING                                        70

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

                    Last stand.

                    No bodies?

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

        TIGHT ON RIPLEY  transfixed by something.

                    Over there.

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

        preserves the specimens inside.

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

                    Are these the same...?

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

                    Watch it, Burke...

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

                           (to Burke)
                    It likes you.

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

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

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

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

                    Poor bastard.

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

                    Behind us.

        He gestures at the corridor they just passed through.

                    One of us?

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

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

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

        INT. CORRIDOR                                            71

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

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

        INT. KITCHENS                                            72

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

                    It's moving.

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

                    Which way?

        Hicks nods toward a complicated array of food

        processing equipment.  They move forward, weapons

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

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

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

                    You fuck!

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

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

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

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

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

                    Ow!  Shit.  Watchit, she bites.

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

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

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

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

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

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

        Newt goes limp, almost catatonic.

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

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

                              REBECCA JORDEN

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

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

                    What's her name again?


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

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

        No response.  Ripley enters, carrying a coffee mug.

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

                    Gorman!  Give it a rest would

        Gorman stands with a sigh of dismissal.

                    Total brain-lock.

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

        She unsnaps the bio-monitoring cuff.

                    Come on, we're wasting our

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

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

                    Here, try this.  A little
                    instant hot chocolate.

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

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

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

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

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

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

        Newt gazes at her.  Ripley smiles.

        INT. OPERATIONS                                          74

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

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

        Hudson bashes at the keyboard, his fingers dancing

                           (to Gorman)
                    What's he scanning for?

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

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

        INT. OFFICE                                              75

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

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

        Newt's voice is almost inaudible.


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

                    What did you say?

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

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

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

        Ripley picks up her tiny limp hand, shaking it

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

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

                   Casey.  She's my only friend.

                   What about me?

        Newt's reply is flat, neutral.

                   I don't want you for a friend.

                   Why not?

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

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


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

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

                          (with cold certainty)
                   They're dead.

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

                   You promise?

                   Cross my heart.

                   And hope to die?

        Ripley smiles grimly at the inadvertently macabre

                   And hope to die.

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

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

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

        INT. OPERATIONS                                          76

        Everyone jumps as Hudson cries out triumphantly.

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


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

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

                   Looks like a Goddamn town

                   Let's saddle up.

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

        EXT. ACHERON - TWILIGHT                                  77

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

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

        INT. APC                                                 78

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

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

                   The 'maze'?  You mean the
                   air ducts?

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

                   You're really something, ace.

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

        EXT. APC/STATION                                         79

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

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

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

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

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

        The thrumming of machines grows louder as they

        INT. APC                                                 80

        Huddles around the screens are Ripley, Burke and
        Gorman.  Newt squeezes in from behind.  Gorman is
        doing his video wizard bit, dancing on the buttons.

                          (to team)
                   We're not making that out too
                   well.  What is it?

                          (voice over; static)
                   You tell me.  I only work

        INT. COMPLEX                                             81

        The group stands before a bizarre tableau.  Among
        the refinerylike lattice of pipes and conduits
        something new and not of human design had been

        It is a structure of some sort, extending from and
        crudely imitating the complex of plumbing, but made
        of some strange encrusted substance.  It vaguely
        resembles the chambered nests of swallows on a much
        larger scale, and it attenuates so gradually into
        the original hardware that it is hard to see where
        one ends and the other begins.

        The alien structure seems to extend far back into
        the complex of machinery.  The plant thrums loudly,
        its functioning seemingly not impaired.

        INT. APC                                                 82

        Ripley stares at the scene in dread fascination.

                   What is it?

                   I don't know.

                          (to team)
                   Proceed inside.

        INT. ALIEN STRUCTURE                                     83

        They enter the organic labyrinth, playing their
        lights over the walls.  Revealing a BIO-MECHANICAL
        LATTICE, like the marrow of some vast bone.  The air
        is thick with STEAM.  Trickling water.  The place
        seems almost alive.

        INT. APC                                                 84

        They watch in various helmet-camera P.O.V.'s of the
        wall detail.

                   Oh God...
        bas-relief of detritus from the colony:  furniture,
        wiring, human bones, skulls...Fused together with a
        translucent, epoxylike substance.

                          (voice over; static)
                   Looks like some sort of secreted

                   They ripped apart the colony
                   for building materials.

                   And the colonists...When they
                   were done with them.
                   Newt, you better go sit up
                   front.  Go on.

        INT. ALIEN STRUCTURE                                     85

        Steam swirls around them as the troopers move deeper

                   Hotter'n hell in here.

                   Yeah...but it's a dry

        INT. APC                                                 86

        Ripley leans forward suddenly, studying the graphic
        readout of the STATION GROUND PLAN.

                   They're right under the
                   primary heat exchangers.

                   Yeah?  Maybe the organisms like
                   the heat, that's why they built...

                   That's not what I mean.  Gorman,
                   if your men have to use their
                   weapons in there, they'll rupture
                   the cooling system.

                   She's right.


                   So...then the fusion
                   containment shuts down.

                   So?  So?

                   We're talking thermonuclear

                   Apone, collect magazines
                   from everybody.  We can't
                   have any firing in there.

        INT. ALIEN STRUCTURE                                     87

        The troopers look at each other in dismay.

                   Is he fucking crazy?

                   What're we supposed to use,
                   man?  Harsh language?

                          (voice over; static)
                   Flame-units only.  I want
                   rifles slung.

                   Let's go.  Pull 'em out.

        He walks among the troopers, collecting the magazines
        from each one's weapon.

        Vasquez turns hers over reluctantly.

        The three who are carrying them get out small
        incinerator units.  When Apone moves on, Vasquez
        slips a spare magazine from concealment and inserts
        it in her weapon.  Drake does the same.  Hicks hangs
        back in the shadows.  He opens a cylindrical sheath
        attached to his battle-harness.  Slides out an
        old style PUMP TWELVE-GAUGE with a sawed-off butt
        stock.  Chambers a round.

                          to Hudson)
                   I always keep this handy.
                   For close encounter.


                   Let's move.  Hicks, back
                   us up.

        INT. LARGER CHAMBER                                      88

        The air is thick.  Lights flare.

                          (voice over;
                          very faint)
                   Any movement?

        Hudson watches his tracker, scanning.

                   Nothing.  Zip.

        Apone stops, his expression changing.  They face a
        wall of living horror.  The colonists have been
        brought here and entombed alive...

        COCOONS protrude from the niches and interstices
        of the structure.  The cocoon material is the same
        translucent epoxy.  The bodies are frozen in
        carelessly twisted positions.  Macabre image of
        frozen agony.  Many are disiccated.  Skeletal.
        Rip-cages burst outward, as if exploded from within.
        Paralyzed, brought here, entombed in living death
        as hosts for the embryos growing within then.

        Dietrich moves close to examine one of the figures,
        perhaps the most "recent."  A WOMAN, ghost-white
        and drained.  The WOMAN'S EYES SNAP OPEN...They
        seem to plead.


        The woman's lips move feebly.

                   Please...God...kill me.

        INT. APC                                                 89

        Ripley watches the woman, white knuckled.  The
        sound of RETCHING comes over the general frequency.

        INT. COCOON CHAMBER                                      90

        The woman begins to convulse.  She SCREAMS, a
        sawing shriek of mindless agony.

                   Flame thrower!  Move!

        Frost hands it to him.  Suddenly, the woman's chest
        EXPLODES in a gout of blood.  A SMALL FANGED HEAD

        Apone pulls the trigger.  Then the other troopers
        carrying flame throwers open fire.  An orgy of
        purging fire.  The cocoons vanish in the shimmering

        A SHRILL SCREECHING begins, like a siren made from
        fingernails on blackboards.

        ANGLE ON WALL  as something begins to emerge.  Dimly
        glimpsed, a glistening bio-mechanoid creature larger
        then a man.  Lying dormant, it had blended perfectly
        with the convoluted surface of fused bone.  The
        troopers don't see it.  Smoke from the burning cocoons
        quickly fills the confined space.  Visibility drops
        to zero.



                   Can't lock up...

                          (with an edge)
                   Talk to me, Hudson.

                   Uh, seems to be in front
                   and behind.

        INT. APC                                                 91

        Gorman is plating with the gain controls on the

                   We can't see anything back
                   here, Apone.  What's going on?

        Ripley senses it coming, like a wave at night.  Dark,
        terrifying and inevitable.

                   Pull you team out, Gorman.


        as they come alive.  Bonelike, tubelike shapes shift,
        becoming emerging ALIENS.  Dimly glimpsed...glints
        of slime.  Silhouettes.

                   Go to infrared.  Looks sharp

        The squad members snap down their image-intersifier

                   Multiple signals.  All round.

        Dietrich turns to retreat, her flamethrower held
        tightly.  A nightmarish silhouette materializes out
        of the smoke behind her!  It strikes like lightning.
        SEIZES HER.  She fires reflexively, wild.  The jet
        of flame engulfs Frost nearby.

        Apone spins as the double SCREAM.  Can't see anything
        in the think smoke.

        INT. APC                                                 93

        Ripley watches Frost's monitor go black.  His
        bio-readouts flatten.  The other screens show glimpses
        of shimmering infrared silhouettes of the aliens, the
        images bobbing and panning confusedly.

        INT. COCOON CHAMBER                                      94

        Vasquez nods to Drake with grim satisfaction.

                   Let's rock.

        They OPEN UP simultaneously, lighting up the smoke
        like welders' arcs.

                          (voice over; static)
                   Who's firing?  I ordered a
                   hold fire, dammit!

        Vasquez rips off her headset.  She is riveted to the
        targetting screen, moving ferret-quick in a pivoting
        dance.  Thunder and lightning.  Better than sex for
        her.  FLASH-CRACK!  An alien SCREECH from the darkness.

        INT. APC                                                 95

        The battle of phantoms unfolds on the video screens.
        Ripley flinches as another scream comes over the
        open frequency.  Wierzbowski's monitor breaks up.
        His life signs plummet.  Voices blend and overlap.

                          (voice over)
                   Let's get the fuck out of

                          (voice over)
                   Not that tunnel, the other

                          (voice over)
                   You sure?  Watch it...behind

                   you.  Fucking move, will you!

        Gorman is ashen.  Confused.  Gulping for air like a
        grouper.  How could the situation have unravelled
        so fast?

                          (to Gorman)
                   GET THEM OUT OF THERE!  DO
                   IT NOW!

                   Shut up.  Just shut up!

        CRASH!  Crowe's telemetry cuts off like the plug was
        pulled.  Flat line.

                   Uh,...Apone, I want you to
                   lay down a suppressing fire
                   with the incinerators and
                   fall back by squads to the
                   APC, over.

                          (voice over;
                          heavy static)
                   Say again?  All after

        Ripley watches it fall apart.

                   I said...

        INT. COCOON CHAMBER                                      96

        Apone adjusts his headset.

                          (voice over;
                   ...lay down (garbled) ...by
                   squads to...(garbled)

        Gorman's voice breaks up completely.  A SCREAM.
        Apone whirls, uncertain.

                   Dietrich?  Crowe?  Sound
                   off!  Wierzbowski?

        Nothing.  He spins.  Almost blows Hudson's head

                   We're getting juked!  We're
                   gonna die in here!

        Apone hands him a magazine.  Hudson slaps it home,
        looking truly terrified.

                   Yeah.  Right.  Right!  Fuck
                   the heat exchanger!

        He FIRES.  Vasquez, nearby, is laying down a
        horrendous field of fire.  Strobe-bright flashes
        sear the darkness.  She pivots, firing mechanically
        in controlled bursts.  Scoring points in her own
        private video game.

        She SPINS as Hicks approached laterally.  WHAM!  She
        fires "at" him.  Hicks whirls...to see a nightmarish
        figure right behind him, catapulted backwards by
        Vasquez' blast.

        INT. APC                                                 97

        Apone's monitor SPINS CRAZILY AND GOES DARK.

                   I told them to fall back...

                   They're but off!  Do something!

        But he's gone.  Total brain-lock.

        TIGHT ON RIPLEY  as she struggles with a decision.
        She's terrified...of what she knows she's about to
        do.  But more than that, she's furious.  Shouldering
        past a paralyzed Gorman she runs up the aisle of the

                          (in passing)
                   Newt, put your seatbelt on!

        Ripley jumps into the driver's seat of the APC.  Takes
        a deep breath.  Starts slapping switches.

                   Ripley, what the hell...?

        She slams the tractor into gear.

        EXT. APC                                                 98

        as the drive-wheels spin on the wet ground.  The
        massive machine leaps forward.

        INT. APC                                                 99

        Ripley sees smoke pouring out of the complex ahead
        as she slides sideways onto the descending rampway.
        She slams the left and right drive-wheel actuators
        viciously, spinning the machine in a roaring pivot.
        Gorman lunges forward along the aisle, abandoning
        his command center.

                   What are you doing?  Turn
                   around!  That's an order!

        He claws at her, hysterical.  Burke pulls him off.

        INT. ALIEN STRUCTURE                                    100

        The APC roars down into the smoky structure, tearing
        away outcroppings of alien-encrustation.  Ripley hits
        the floodlights.  Strobe-beacon.  Siren.  She homes
        on the flash of weapons fire ahead.

        INT. COCOON CHAMBER                                     101

        The APC crashes inside, showering debris.  Hicks,
        supporting a limping Hudson, appears out of the smoke.
        The APC pulls up broadside and Burke gets the crew-door

        Drake and Vasquez back out of the dense mist, firing as
        they fall back.

        Drake goes empty, slams the buckles cutting loose his
        smart-gun harness, and unslings a flame thrower.

        Hicks pushes Hudson inside, leaps in after him and
        drags Vasquez inside, massive gear and all.  She sees
        a DARK SHAPE lunge toward Drake.  She fires one burst,
        prone.  Clean body hit.

        The flash lights up the hideous inhuman grin, blowing
        open the thing's thorax.  A spray of BRIGHT YELLOW
        ACID slashes across Drake's face and chest, eating
        into him like a hot knife through butter.  He drops
        in boiling smoke, reflexively triggering his flame

        The jet of liquid fire arcs around as he falls,
        engulfing the back half of the APC.

        INT. APC                                                102

        Vasquez rolls aside as a gout of napalm shoots
        through the crew-door, setting the interior on fire.
        Hicks is rolling the door closed when Vasquez lunges,
        clawing out the opening.  He stops her, dragging her

                   Drake!  He's down!

        Hicks screams right in her face.

                   He's gone!  Forget it, he's

                   No.. No, he's not.  He's --

        Burke and Hudson help him drag her from the door.

                          (to Ripley)
                   Let's go!

        Ripley jams reverse.  Nails the throttle.  The APC
        bellows backward up the ramp.  Hudson disappears
        under a pile of equipment as a storage rack breaks
        free.  Hicks gets the door almost closed.  Suddenly
        CLAWS appear at the edge.  Newt screams.  Against
        the combined efforts of Hicks, Burke and Vasquez
        the door is being SLOWLY WRENCHED OPEN FROM OUTSIDE.
        Hicks yells at a paralyzed Gorman.

                   Get on the Goddamn door!

        Gorman backs away, eyes wide.  Hicks jams his shoulder
        against the latching lever and frees one hand to raise
        his 12-gauge.  An alien head wedges through the opening,
        its hideous mouth opening.  And Hicks jams his SHOTGUN
        MUZZLE between its jaws and pulls the trigger!  BLAM!
        The creature is flung backward, its shattered head
        fountaining acid blood.  The spray eats into the door,
        the deck, hits Hudson on the arm.  He shrieks.  They
        slide the door home and dog it tight.

        EXT. APC                                                103

        The armored vehicle roars backward up the ramp.  Slams
        into a mass of conduit.  Tears free.  Ripley works the
        shifters, pivoting the massive machine.  Everybody's
        shouting, trying to put out the fire.  Pandemonium.

        INT./EXT. APC                                           104-

        Something lands on the roof with a metallic clang.

        Gorman has plastered himself against a wall, as far
        from the door as possible.  A latch lever behind his
        head turns.  The small hatch against which he was
        leaning is ripped away and SOMETHING snatches him out
        the opening  He disappears to the waist with a shriek,
        legs kicking.  The alien clings to the roof, pulling
        him out.  Its tail whips over, scorpionlike, and
        buries a four inch stinger in Gorman's shoulder.
        Hicks grabs a joy stick at the FIRE-CONTROL CONSOLE
        and turns it rapidly.  On the roof the alien looks up
        as servo-motors whir.  A remote control turret cannon,
        a 20mm chain-gun, swivels toward it in a curt arc.
        VOOM.  The creature is blasted off the vehicle's
        armored back and tumbles away.  Gorman, slumped
        unconscious, is dragged back inside.

        The APC rips away a section of catwalk and heads for
        clear air, its flank trailing fire like a comet.
        Ripley fights the controls as the big machine slews,
        broadsiding a control-room out-building.  Office
        furniture and splintered wall sections are strewn in
        the APC's wake.

        Suddenly, an alien arm arcs down, right in front of
        Ripley's face.  It smashes the windshield.  Glistening,
        hideous jaws lunge inside...

        Ripley recoils.  Face to face once again with the same
        mind-numbing horror.  She reacts instinctively.  Slams
        both sets of brakes with all her strength.  The huge
        wheels lock.  The creature flips off, landing in the
        headlights.  Ripley hits full throttle.  The APC roars
        forward, smashing over the abomination.  Its skeletal
        body is crushed under the massive wheels.  It rolls,
        tumbling...lost in the darkness behind as the machine
        thunders onto the causeway and away from the station.

        A sound like bolts dropped in a meat grinder is coming
        from the APC's rear end.  Hicks eases Ripley's hand
        back on the throttle lever.  Her grip is white knuckled.

                   It's okay...we're clear.  We're
                   clear.  Ease up.

        The grinding clatter becomes deafening even as she
        slows the machine.

                   Sounds like a blown transaxle.
                   You're just grinding metal.

        EXT. APC                                                106

        The tractor limps to a halt.  A HALF-KILOMETER from the
        atmosphere processing station.  The APC is a smoking,
        acid-scarred mess.

        INT. APC                                                107

        Ripley, still running on the adrenalin dynamo, spins
        out of her seat into the aisle.

                   Newt?  Where's Newt?

        Feeling a tug at her pants leg she looks down.  Newt
        is wedged into a tiny space between the driver's seat
        and a bulkhead.  She is trembling, and looks terrified,
        but it's not the basket case catatonia of before.

                   You okay?

        Newt gives her a THUMBS-UP, wan but stoic.  Ripley goes
        back to the others.  Hudson is holding his arm and
        staring in stunned dismay at nothing, playing it all
        back in his mind.

                   Jesus...Jesus...I don't believe

        Burke tries to have a look at Hudson's arm.

                          (jerking away)
                   I'm all right, leave it!

        Ripley joins Hicks who is bent over Gorman, checking
        for a pulse.

                   He's alive.  I think he's paralyzed.

                   He's fucking dead!

        She grabs Gorman by the collar, hauling him up roughly,
        ready to pulp him with her other fist.

                          (to Gorman)
                   Wake up pendejo!  I'm gonna kill
                   you, you useless fuck!

        Hicks pushes her back.  Right in her face.

                   Hold it.  Hold it.  Back off, right

        Vasquez releases Gorman.  His head smacks the deck.
        Ripley opens Gorman's tunic, revealing a bloodless
        purple puncture wound.

                   Looks like it stung him.

                   Hey...hey!  Look, Crowe and
                   Dietrich aren't dead, man.

        They turn to see Hudson at the MTOB monitors, pointing
        at the bio-function screens.

                   They must be like Gorman.  Their
                   signs are real low but they ain't

        Hudson is pale, panicky, and his voice echoes around
        the tiny metallic space and comes back to all of them
        as the near hysteria they all feel, fluttering just
        at the edges of their minds.

                   You can't help them.  Right now
                   they're being cocooned just like
                   the others.

                   Oh, God.  Jesus.  This ain't

        Ripley and Vasquez lock eyes.  Ripley doesn't want
        it to be "I told you so" but Vasquez reads it that
        way.  She turns away with a snap.

        INT. MED LAB                                            108

        Bishop is hunched over an occular probe doing a
        dissection of one of the dead parasites.  Spunkmeyer
        enters with some electronics gear on a hand truck
        and parks it near Bishop's work table.

                   Need anything else?

        Bishop waves "no" without looking up.

        EXT. COLONY - DROP-SHIP                                 109

        Spunkmeyer emerges, crossing the Tarmac to the loading
        ramp of the ship.  As he nears the top of the ramp,
        his boot slips...skidding on something wet.  Kneeling,
        he touches a small puddle of thick slime.  He shrugs,
        and hits the controls to retract the ramp and close
        the doors.

        INT. APC                                                110

        ON VASQUEZ  wired and intense.

                   All right, we can't blow the fuck
                   out of them...why not roll some
                   canisters of CN-20 down there.
                   Nerve gas the whole nest?

                   Look, man, let's just bug out and
                   call it even, okay?

                          (to Vasquez)
                   No good.  How do we know it'll
                   effect their biochemistry?  I say
                   we take off and nuke the entire
                   site from orbit.  It's the only
                   way to be sure.

                   Now hold on a second.  I'm not
                   authorizing that action.

                   Why not?

        Burke senses the challenge in her tone and backpedals
        flawlessly into conciliatory mode.

                   Well, I mean...I know this is an
                   emotional moment, but let's not
                   make snap judgments.  Let's move
                   cautiously.  First, this physical
                   installation had a substantial
                   dollar value attached to it --

                   They can bill me.  I got a tab
                   running.  What's second?

                   This is clearly an important
                   species we're dealing with here.
                   We can't just arbitrarily
                   exterminate them --


                   Yeah, bullshit.  Watch us.

                   Maybe you haven't been keeping up
                   on current events, but we just got
                   out asses kicked, pal!

        Ripley faces Burke squarely and she's not pleased.

                   Look, Burke.  We had an agreement.

        Burke moves in, lowering his voice.  He takes her aside
        from the others.

                   I know, I know, but we're dealing
                   with changing scenarios here.  This
                   thing is major, Ripley.  I mean
                   really major.  You gotta go with
                   its energy.  Since you are the
                   representative of the company who
                   discovered this species your
                   percentage will naturally be
                   some serious, serious money.

        Ripley stares at his like he's a particularly
        disagreeable fungus.

                   You son of a bitch.

                   Don't make me pull rank, Ripley.

                   What rank?  I believe Corporal Hicks
                   has authority here.

                   Corporal Hicks!?

                   This operation is under military
                   jurisdiction and Hicks is next in
                   chain of command.  Right?

                   Looks that way.

        Burke starts to lose it and it's not a pretty sight.

                   Look, this is a multimillion
                   dollar operation.  He can't make
                   that kind of decision.  He's just
                   a grunt!
                          (glances at Hicks)
                   No offense.

                   None taken.
                          (into mike)
                   Ferro, you copying?

                          (voice over; static)
                   Standing by.

                   Prep for dust-off.  We're gonna
                   need an immediate evac.
                          (to Burke)
                   I think we'll take off and nuke
                   the site from orbit.  It's the
                   only way to be sure.

        He winks.  Burke looks like a kid whose toy has been

                   This is absurd!  You don't have
                   the authority to --

        CLACK!  The sound of a rifle bolt snapping home
        truncates his rant.  Vasquez has a pulse-rifle cradled,
        not exactly aimed at Burke but not exactly aimed away
        either.  Her expression is masklike.  End of discussion.

        Ripley sits behind Newt, putting her arm around her.

                   We're going home, honey.

        EXT. DROP-SHIP                                          111

        The ship rises through the spray thrown up by the
        downblast of the VTOL jets, hovering above the complex
        like a huge insect, its searchlights blazing.

        EXT. APC                                                112

        The group is filing out of the personnel carrier, which
        is clearly a write off.  Hicks and Hudson have Gorman
        between them, and the others emerge into the wind.
        They watch the ship roar in on its final approach.

        INT. DROP-SHOP COCKPIT                                  113

        Ferro flicks the intercom switch several times.  Thumps
        her headset mike.

                   Spunkmeyer?  Goddammit.

        The compartment door behind her slides slowly back.


                   Where the fu --

        Her eyes widen.  It's not Spunkmeyer.

        Am impression of leering jaws which blur forward, then
        a whirl of motion and a truncated scream.  The throttle
        levers are slammed forward in the melee.

        EXT. APC - LANDSCAPE - STATION                          114

        They watch in dismay as the approaching ship dips and
        VEERS WILDLY.  Its main engines ROAR FULL ON and the
        craft accelerates toward them even as it loses altitude.
        It skims the ground.  Clips a rock formation.  The
        ship slews, sideslipping.  It hits a ridge.  Tumbles,
        bursting into flame, breaking up.  It arcs into the
        air, end over end, a Catherine wheel juggernaut.


        She grabs Newt and sprints for cover as a tumbling
        section of the ship's massive engine module slams
        into the APC and it explodes into twisted wreckage.

        The drop-ship skips again, like a stone, engulfed in

        The remainder of the ground team watches their hopes
        of getting off the planet, and most of their superior
        fire power, reduced to flaming debris.

        There is a moment of stunned silence, then...

                   Well that's great!  That's just
                   fucking great, man.  Now what the
                   fuck are we supposed to do, man?
                   We're in some real pretty shit now!

                   Are you finished?
                          (to Ripley)
                   You okay?

        She nods.  She can't disguise her stricken expression
        when she looks at Newt, but the little girl seems
        relatively calm.  She shrugs with fatalistic acceptance.

                   I guess we're not leaving, right?

                   I'm sorry, Newt.

                   You don't have to be sorry.  It
                   wasn't your fault.

                          (kicking rocks)
                   Just tell me what the fuck we're
                   supposed to do now.  What're we
                   gonna do now?

                   May be could build a fire and
                   sing songs.

                   We should get back, 'cause it'll
                   be dark soon.  They come mostly
                   at night.  Mostly.

        Ripley follows Newt's look to the AP station looming
        in the twilight, the burning drop-ship wreckage jammed
        into its basal structure.

        EXT. CONTROL BLOCK - NIGHT                              115

        The wind howls mournfully around the metal buildings,
        dry and cold.

        INT. OPERATIONS                                         116

        The weary and demoralized group is gathered to take
        stock of their grim options.  Vasquez and Hudson are
        just setting down a scorched and dented packing case,
        one of several culled from the APC wreckage.

        Hicks indicates their remaining inventory of weapons,
        lying on a table.

                   This is all we could salvage.  We've
                   got four pulse-rifles with about
                   fifty rounds each.  Not so good.
                   About fifteen M-40 grenades and
                   two flame throwers less than
                   half full...one damaged.  And
                   We've got four of these
                   robot-sentry units with scanners
                   and display intact.

        He opens one of the scorched cases, revealing a
        high-tech servo-actuated machine gun with optical
        sensing equipment, packed in foam.

                   How long after we're declared
                   overdue can we expect a rescue?

                   About seventeen days.

                   Man, we're not going to make it
                   seventeen hours!  Those things
                   are going to come in here, just
                   like they did before, man...
                   they're going to come in here
                   and get us, man, long before...

                   She survived longer than that
                   with no weapons and no training.

        Ripley indicates Newt, who salutes Hudson smartly.

                   So you better just start dealing
                   with it.  Just deal with it,
                   Hudson...because we need you and
                   I'm tired of your bullshit.  Now
                   get on a terminal and call up some
                   kind of floor plan file.
                   Construction blueprints,
                   maintenance schematics, anything
                   that shows the layout of this
                   place.  I want to see air ducts,
                   electrical access tunnels,
                   subbasements.  Every possible way
                   into this wing.

        Hudson gathers himself, thankful for the direction.
        Hicks nods approval of her handling of it.

                   Aye-firmative.  I'm on it.

                   I'll be in medical.  I'd like to
                   continue my analysis.

                   Fine.  You do that.

        INT. OPERATIONS                                         117

        Burke, Ripley, Hudson and Hicks are bent over a large
        HORIZONTAL VIDEOSCREEN, like an illuminated chart table.
        Newt hops from one foot to the other to see.

                   This service tunnel is how they're
                   moving back and forth.

                   Yeah, right, it runs from the
                   processing station right into
                   the sublevel here.

        He traces a finger along the abstract ground plan.

                   All right.  There's a fire door
                   at this end.  The first thing we
                   do is put a remote sentry in the
                   tunnel and seal that door.

                   We gotta figure on them getting
                   into the complex.

                   That's right.  So we put up
                   welded barricades at these
                   ...and seal these ducts here
                   and here.  Then they can only
                   come at us from these two
                   corridors and we create a free
                   field of fire for the other
                   two sentry units, here.

        Hicks contemplates her game plan and raises his hand,

                   Outstanding.  Then all we need's
                   a deck of cards.  All right, let's
                   move like we got a purpose.


                          (imitating Hudson)

        INT. SERVICE TUNNEL - SUBLEVEL                          118

        A long straight service tunnel, lined with conduit,
        seems to go on forever.  Vasquez and Hudson have
        finished setting up two of the robot sentry guns on
        tripods in the tunnel.


        She hurls a wastebasket down the tunnel, into the
        automatic field of fire.  The sentry guns swivel
        smoothly, the wastebasket bounces once...and is riddled
        by two quick bursts of EXPLODING 10MM ROUNDS into
        dime-sized shrapnel.  They retreat behind a heavy steel
        FIRE DOOR which they roll closed on its track.  Vasquez,
        using a PORTABLE WELDING TORCH, begins sealing the door
        to its frame, as Hudson paces nervously.

                   Hudson here.  A and B
                   sentries are in place and
                   keyed.  We're sealing the

        INT. SECOND LEVEL CORRIDOR                              119

        Hicks pauses in his work.

                          (into mike)

        He and Ripley are covering an air duct opening with
        a metal plate, welding it in place, showering sparks
        in the dark corridor.  Behind them Burke and Newt
        are moving back and forth with cartons of food on a
        hand truck, stacking it inside the operations center.
        Hicks sets down his welder and pulls a small object
        out of a belt pouch.  A braceletlike EMERGENCY

                   Here, put this on.  Then
                   I can locate you anywhere
                   in the complex on this --

        He indicates a tiny TRACKER hooked to his battle
        harness.  He shrugs, a little self-consciously.

                   Just a...precaution.  You

        Ripley pauses for a moment, regarding him

                          it on)

                   Uh, what's next?

        She consults a printout of the floor plan.

        EXT. CONTROL BLOCK                                      120

        The wind has died utterly and in the even more eerie
        stillness a diffuse mist has rolled into shroud
        the complex.  Visibility is low in the fog.
        Everything looks underwater.  There is no movement.

        INT. CORRIDOR                                           121

        In the barricaded corridor sentry-gun "C" sits waiting,
        its "ARMED" light flashing green.  Through a hole
        torn in the ceiling at the far end of the corridor
        the fog swirls in.  Water drips.  An expectant hush.

        INT. MED LAB ANNEX - OPERATING ROOM                     122

        Ripley carries an exhausted Newt through the inner
        connecting rooms of the medical wing.  She reaches
        an OPERATING ROOM which is small but very high-tech
        ...vaultlike metal walls, strange equipment.
        Several metal cots have been set up, displacing O.R.
        equipment which is pushed into one corner.

        Newt is resting her head on Ripley's shoulder, barely
        awake...out of steam.  Ripley sets her on one of
        the cots and Newt lies down.

                   Now you just lie here and
                   have a nap.  You're exhausted.

                   I don't want to...I have
                   scary dreams.

        This obviously strikes a chord with Ripley, but she
        feigns cheerfulness.

                   I'll bet Casey doesn't have
                   bad dreams.

        Ripley lifts the doll's head from Newt's tiny fingers
        and looks inside.  It is, of course, empty.

                   Nothing bad in here.  Maybe
                   you could just try to be like

        Ripley closes the doll's eyes and hands her back.
        Newt rolls her eyes as if to say "don't pull that
        five-year-old shit on me, lady.  I'm six."

                   Ripley...she doesn't have
                   bad dreams because she's just
                   a piece of plastic.

                   Oh.  Sorry, Newt.

                   My mommy always said there
                   were no monsters.  No real
                   ones.  But there are.

        Ripley's expression becomes sober.  She brushes damp
        hair back from the child's pale forehead.

                   Yes, there are, aren't there.

                   Why do they tell little kids

        Newt's voice reveals her deep sense of betrayal.
        She's seen that the world can be just as terrifying
        as her most primal child's nightmare if not more
        so, and that's a lot worse than finding out there is
        no Santa.

                   Well, some kids can't handle
                   it like you can.

                   Did one of those things grow
                   inside her?

        Ripley begins pulling blankets up an tucking them in
        around her tiny body.

                   I don't know, Newt.  That's
                   the truth.

                   Isn't that how babies come?
                   I mean people babies...they
                   grow inside you?

                   No, it's different, honey.

                   Did you ever have a baby?

                   Yes.  A little girl.

                   Where is she?


                   You mean dead.

        It's more statement than question.  Ripley nods slowly.

        She turns, reaching for a PORTABLE SPACE HEATER
        sitting nearby, and slides it closer to the bed.  She
        switches it on.  It HUMS and emits a cozy orange

                   Ripley, I was just thinking...
                   Maybe I could do you a favor and
                   fill in for her.  Just for a
                   while.  You can try it and if
                   you don't like it, it's okay.
                   I'll understand.  No big deal.
                   Whattya think?

        Ripley gazes at her a long time before answering...
        a conflict between the urge to crush the child to her
        in a forever hug and the knowledge that neither of them
        may see another dawn.

                   I think it's not the worst idea
                   I've heard all day.  Let's talk
                   about it later.

        She switches off the light and starts to rise.  Newt
        grabs her arm.  A plaintive voice in the dark.

                   Don't go!  Please.

                   I'll be right in the other
                   room, Newt.  And look...I can
                   see you on that camera right
                   up there.

        Newt looks at the VIDEO SECURITY CAMERA above the door.
        Ripley unsnaps the TRACKER BRACELET given to her by
        Hicks and puts it on Newt's tiny wrist, cinching it

                   Here.  Take is for luck.  Now
                   go to sleep...and don't dream.

        Ripley walks away and Newt rolls on her side, hugging
        Casey and gazing at the hypnotically pulsing function
        light on the bracelet.  The space heater hums

        INT. MED LAB                                            123

        ECU Gorman, his eyelids slitted open like those of a
        corpse, but with the eyes tracking erratically.  The
        only sign of life.

                          (voice over)

                   How is he?

        Ripley stands over the Lieutenant, who is lying
        motionless on an examining table.  Bishop looks up
        from his instruments nearby, the light of a single
        gooseneck lamp giving his features a macabre cast.

                   I've isolated a neuro-muscular
                   toxin responsible for the
                   paralysis.  It seems to be
                   metabolizing.  He should wake
                   up soon.

                   Now let me get this straight.
                   The aliens paralyzed the colonists,
                   carried them over there,

                   cocooned them to be hosts for
                   more of those...

        Ripley points at the stasis cylinders containing the
        face-hugger specimens.

                   Which would mean lots of
                   those parasites, right?  One
                   for each person...over a hundred
                   at least.

                   Yes.  That follows.

                   But these things come from
                   eggs...so where are all the
                   eggs coming from.

                   That is the question of the
                   hour.  We could assume a parallel
                   to certain insect forms who
                   have hivelike organization.
                   An ant of termite colony, for
                   example, is ruled by a single
                   female, a queen, which is the
                   source of new eggs.

                   You're saying one of those things
                   lays all the eggs?

                   Well, the queen is always physically
                   larger then the others.  A
                   termite queen's abdomen is so
                   bloated with eggs that it can't
                   move at all.  It is fed and tended
                   by drone workers, defended by
                   the warriors.  She is the center
                   of their lives, quite literally
                   the  mother of their society.

                   Could it be intelligent?

                   Hard to say.  It may have been
                   blind instinct...attraction to
                   the heat of whatever...but she
                   did choose to incubate her eggs
                   in the one spot where we couldn't
                   destroy her without destroying
                   ourselves.  That's if she exists,
                   of course.

        Ripley ponders the ramifications of Bishop's analysis.

                   I want those specimens destroyed
                   as soon as you're done with them.
                   You understand?

        Bishop glances at the creatures, pulsing malevolently
        in their cylinders.

                   Mr. Burke have instructions
                   that they were to be kept alive
                   in stasis for return to the
                   company labs.  He was very specific.

        Ripley feels the fabric of her self-restraint tearing.
        She slaps the intercom switch.


        INT. MED LAB ANNEX                                      124

        In a small observation chamber separated from the med
        lab by a glass partition, Ripley and Burke have
        squared off.

                   Those specimens are worth
                   millions to the bio-weapons
                   division.  Now, if you're smart
                   we can both come out of this
                   heroes.  Set up for life.

                   You just try getting a dangerous
                   organism past ICC quarantine.
                   Section 22350 of the Commerce Code.

                   You've been doing your homework.
                   Look, they can't impound it if
                   they don't know about it.

                   But they will know about it, Burke.
                   From me.  Just like they'll know
                   how you were responsible for the
                   deaths of one hundred and fifty-seven
                   colonists here --

                   Now, wait a second --

                          (stepping on him)
                   You sent them to that ship.  I
                   just checked the colony log...
                   directive dates six-twelve-seventy-nine.
                   Signed Burke, Carter J.

        Ripley's fury is peaking, now that the frustration and
        rage finally have a target to focus on.

                   You sent them out there and you
                   didn't even warn them, Burke.
                   Why didn't you warn them?

                   Look, maybe the thing didn't even
                   exist, right?  And if I'd made it
                   a major security situation, the
                   Administration would've stepped
                   in.  Then no exclusive rights,

        He shrugs, his manner blase, dismissive.

                   It was a bad call, that's all.

        Ripley snaps.  She slams him against the wall, surprising
        herself and him, her hands gripping his collar.

                   Bad call?  These people are fucking
                   dead, Burke!  Well, they're going
                   to nail your hide to the shed...
                   and I'll be there when they do.

        She steps back, shaking, and looks at him with utter
        loathing, as if the depths of human greed are a far
        more horrific revelation than any alien.

                   I expected more of you, Ripley.
                   I thought you would be smarter
                   than this.

                   Sorry to disappoint you.

        She turns away and strides out.  The door closes.
        Burke stares after her, his mind a whirl of options.

        INT. CORRIDOR                                           125

        Ripley is walking toward operations when a STRIDENT
        ALARM begins to sound.  She breaks into a run.

        INT. OPERATIONS                                         126

        Ripley double-times it to Hicks' TACTICAL CONSOLE
        where Hudson and Vasquez have already gathered.  Hicks
        slaps a switch, killing the alarm.

                   They're coming.  They're in
                   the tunnel.

        The TRILLING of the motion sensor remains, speeding up.
        TWO RED LIGHTS on the tactical display light up
        simultaneously with an echoing crash of gunfire which
        vibrates the floor.

                   Guns A and B.  Tracking and firing
                   on multiple targets.

        The RSS guns pound away, echoing through the complex.
        Their separate bursts overlap in an irregular rhythm.
        A counter on the display counts down the number of
        rounds fired.

                   They must be wall to wall in
                   there.  Look  at those ammo counters
                   go.  It's a shooting gallery down

        INT. SERVICE TUNNEL - TIGHT ON RSS GUNS                 127

        blasting stroboscopically in the tunnels.  Their barrels
        are overheating, glowing cherry red.  One CLICKS empty
        and sits smoking, still swiveling to track targets it
        can't fire upon.

        INT. OPERATIONS                                         128

        The digital counter on B gun reads zero.

                   B gun's dry.  Twenty on A.
                   Ten.  Five.  That's it.

        SILENCE.  Then a GONGLIKE BOOMING echoes eerily up from

                   They're at the fire door.

        The BOOMING INCREASES in volume and ferocity.

                   Man, listen to that.

        Mixed with the echoing crash-clang is a nerve-wrecking
        SCREECH of claws on steel.  The intercom buzzes,
        startling them.

                          (voice over)
                   Bishop here.  I'm afraid I have
                   some bad news.

                   Well, that's a switch.

        INT. OPERATIONS - MINUTES LATER                         129

        Everyone, including Bishop, is crowded at the window,
        intently watching the AP station which is a dim
        silhouette in the mist.  Suddenly a column of flame,
        like an acetylene torch, jets upward from the complex
        at the base of the cone.

                   That's it.  See it?  Emergency

                   How long until it blows?

                   I'm projecting total systems
                   failure in a little under four
                   hours.  The blast radius will be
                   about thirty kilometers.  About
                   equal to ten megatons.

                   We got problems.

                   I don't fucking believe this.
                   Do you believe this?

                   And it's too late to shut it down?

                   I'm afraid so.  The crash did too
                   much damage.  The overload is
                   inevitable, at this point.

                   Oh, man.  And I was gettin' short,
                   too!  Four more weeks and out.
                   Now I'm gonna buy it on this fuckin'
                   rock.  It ain't half fair, man!

                   Hudson, give us a break.

        They watch as another gas jet lights up the fog-shrouded

                          (to Hicks)
                   We need the other drop-ship.  The
                   on one the Sulaco.  We have to
                   bring it down on remote, somehow.

                   How?  The transmitter was on the
                   APC.  It's wasted.

                   I don't care how!  Think of a
                   way.  Think of something.

                   Think of what?  We're fucked.

                   What about the colony transmitter?
                   That up-link tower down at the
                   other end.  Why can't we use that?

                   I checked.  The hard wiring
                   between here and there was severed
                   in the fighting.

        Ripley is wound up like a dynamo, her mind spinning out
        options, grim solutions.

                   Well then somebody's just going
                   to have to go out there.  Take a
                   portable terminal and go out there
                   and plug in manually.

                   Oh, right!  Right!  With those
                   things running around.  No way.

                   I'll go.


                   I'm really the only one qualified
                   to remote-pilot the ship anyway.
                   Believe me, I'd prefer not to.  I
                   may be synthetic but I'm not stupid.

                   All right.  Let's get on it.  What'll
                   you need?

                   Listen.  It's stopped.

        They listen.  Nothing.  An instant later comes the
        HIGH-PITCHED TRILLING of a motion-sensor alarm.  Hicks
        looks at the tactical board.

                   Well, they're into the complex.

        INT. MED LAB                                            130

        One of the acid holes from the colonists' siege has
        yielded access to subfloor conduits.  Bishop lying in
        the opening, reaches up to graph the portable terminal
        as Ripley hands it down to him.  He pushes it into
        the constricted shaft ahead of him.  She then hands him
        a small satchel containing tools and assorted patch
        cables, a service pistol and a small cutting torch.

                   This duct runs almost to the
                   up-link assembly.  One hundred
                   eighty meters.  Say, forty minutes
                   to crawl down there.  One hour
                   to patch in and align the antenna.
                   Thirty minutes to prep the ship,
                   then about fifty minutes flight time.

        Ripley looks at her watch.

                   It's going to be closer.  You
                   better get going.

                   See you soon.

        She squirms into the shaft, pushing the equipment along
        ahead of him with a scraping rhythm.  The diameter of
        the conduit is barely larger than the width of his
        shoulders.  Vasquez slides a metal plate over the hole
        and begins spot welding it in place.

        INT. CONDUIT                                            131

        Bishop looks back as the welder seals him in.  He sighs
        fatalistically and squirms forward.  Ahead of him the
        conduit dwindles straight to seeming infinity.  Like
        being in the bore of a very long Howitzer.

        INT. MED LAB                                            132

        Ripley jumps as an ALARM suddenly blares through the

                          (voice over)
                   They're in the approach corridor.

                          (into mike)
                   On my way.

        Ripley jumps up, unslinging a FLAMETHROWER from her
        shoulder in one motion, and sprints for Operations with
        Vasquez.  The sound of SENTRY GUNS opening up in
        staccato bursts echoes from close by.

        INT. OPERATIONS                                         133

        Ripley runs to the tactical console where Hicks is
        mesmerized by the images from the surveillance cameras.
        The flashes of the sentry guns flare out the sensitive
        video, but impressions of figures moving in the smoky
        corridor are occasionally visible.  The robot sentries
        hammer away, driving streamers of tracer fire into
        the swirling mist.

                   Twenty meters and closing.
                   Fifteen.  C and D guns down
                   about fifty percent.

        The digital readout whirl through descending numbers.
        An inhuman SHRILL SCREECHING is audible between bursts
        of fire.

                   Now many?

                   Can't tell.  Lots.  D gun's
                   down to twenty.  Ten.  It's out.

        Then the firing from the remaining guns stop abruptly.
        The video image is a swirling wall of smoke.  Small fires
        burn, dim glows in the mist.  There are black and
        twisted shapes, and pieces of twisted shapes, scattered
        at the edge of visibility.  However, nothing emerges
        from the wall of smoke.  The motion sensor TONE shuts off.

                   They retreated.  The guns stopped

        The moment stretches.  Everyone exhales slowly.

                   Yeah.  But look...

        The digital counters for the two sentry guns read "0"
        and "10" respectively.  Less than a second's worth of

                   Newt time then can walk right
                   up and knock.

                   But they don't know that.  They're
                   probably looking for other ways
                   to get in.  That'll take them awhile.

                   Maybe we got 'em demoralized.

                          (to Vasquez
                          and Hudson)
                   I want you two walking the perimeter.
                   I know we're all in strung out
                   shape but stay frosty and alert.
                   We've got to stop any entries before
                   they get out of hand.

        The two troopers nod and head for the corridor.  Ripley
        sighs and picks up a cup of cold coffee, draining it in
        one gulp.

                   How long since you slept?
                   Twenty-four hours?

        Ripley shrugs.  She seems soul weary, drained by the
        nerve-wracking tension.  When she answers, her voice
        seems distant, detached.

                   They'll get us.

                   Maybe.  Maybe not.

                   Hicks, I'm not going to wind up like
                   those others.  You'll take care of
                   it won't you, it if comes to that?

                   If it comes to that, I'll do us
                   both.  Let's see that it doesn't
                   Here, I'd like to introduce you to
                   a close personal friend of mine.

        He picks up his pulse-rifle and with the casually precise
        movements of long practice he snaps open the bolt, drops
        out the magazine and hands it to her.

                   M-41A 10mm pulse-rifle, over and
                   under with a 30mm pump-action
                   grenade launcher.

        Ripley hefts the weapon.  It is heavy and awkward.  But
        there is an irrational promise of security in its lethal
        cold steel lines, to at least the sense that she will
        be in some greater measure the master of her own fate.
        She raises it clumsily.

                   What do I do?

        INT. CONDUIT                                            134

        Bishop is in claustrophobic limbo between two echoing
        infinities.  The pipe rings with his scraping advance.
        He approaches an irregular hole which admits a tiny
        shaft of light.  He puts his eyes up to the acid-etched

        HIS P.O.V.  as drooling jaws flash toward us, SLAMMING
        against the steel with a vicious scraping SNAP.

        Bishop flattens himself away from the opening and
        inches along, looking pale and strained.  He glances at
        his watch.

        INT. OPERATIONS                                         135

        Ripley has the stock of the M-41A snugged up to her cheek
        and is awkwardly trying to keep up with Hicks'
        instructions.  The Corporal is standing close behind her,
        positioning her arms.  It's intimate but that's the
        last thing on their minds.

                   Just pull it in real right.  It
                   will kick some.  When the counter
                   here heads zero, hit this...

        He thumbs a button and the magazine drops out, clattering
        on the floor.

                   Just let it drop right out.  Get
                   the other one in quick.  Just
                   slap it in hard, it likes abuse.
                   Now, pull the bolt.


                   You're ready again.

        Ripley repeats the action, not very smoothly.  Her hands
        are trembling.  She indicates a stout TUBE underneath
        the slender pulse-rifle barrel.

                   What's this?

                   Well, that's the grenade launcher
                   ...you probably don't want to
                   mess with that.

                   Look, you started this.  Now show
                   me everything.  I can handle myself.

                   Yeah.  I've noticed.

        INT. CORRIDOR                                           136

        DOLLYING WITH Ripley walking down the corridor, now
        carrying the newfound friend, the M-41A.  Gorman steps
        out of the door to the med lab, looking weak but sound.
        Burke is right behind him.

                   How do you feel?

                   All right, I guess.  One hell
                   of a hangover.  Look, Ripley...

                   Forget it.

        She shoulders by him into the med lab.  Gorman turns to
        see Vasquez staring at him with cold, slitted eyes.

                   You still want to kill me?

                          (turning away)
                   It won't be necessary.

        INT. MED LAB - ANNEX                                    137

        Ripley crosses the deserted lab, passing through the
        annex to the small O.R. where she left Newt.

        INT. MED LAB - O.R.                                     138

        Entering the darkened chamber, Ripley looks around.
        Newt is nowhere to be seen.  On a hunch she kneels down
        and peers under the bed.  Newt is curled up there,
        jammed as far back as she can get, fast asleep.  Still
        clutching "Casey."

        Ripley stares at Newt's tiny face, so angelic despite
        the demons that have chased her through her dreams and
        the reality between dreams.  Ripley lays the rifle on
        top of the cot and crawls carefully underneath.  Without
        waking the little girl, she slips her arms around her.

        Ripley becomes merely the larger of two children huddling
        together in the darkness under their bed.

        Newt's face contorts with the externalization of some
        tormented dreamscape.  She cries out, a vague inarticulate
        plea.  Ripley rocks her gently.

                   There, there.  Sssshh.  It's all

        EXT. Up-LINK TOWER - VIEW OF AP STATION                 139

        A VIEW OF the processing station from the colony landing
        platform.  A rising wind is clearing out the low fog and
        the silhouette of the station grows sharper.  Several
        systems of high pressure conduits at the base of the
        conical tower are actually glowing dull red with heat in
        the darkness.  High voltage discharges arc around the
        upper latticework, lighting the blighted landscape
        with irregular glaring flashes.

        PAN ONTO BISHOP, F.G.  hunched against the wind at the
        base of the telemetry tower.  He has a TEST-BAY PANEL
        open and the portable terminal patched in.  His jacket
        is draped over the keyboard and monitor unit to protect
        it from the elements and he is typing frenetically.

                          (to himself)
                   Now, if I did it right...

        He punches a key marked "ENABLE."

        INT. SULACO CARGO LOCK - IN ORBIT                       140

        The drop bay is empty and silent, with the remaining
        ship brooding in the shadows.  A KLAXON sounds and
        rotating clearance lights come on.  Hydraulics whine
        to life.  Drop-ship two moves out on its overhead track
        and is lowered into the drop bay fro launch-prep.
        Service booms and fueling couplers move in automatically
        around the hull.  A recorded announcement echoes across
        the huge chamber.

                                  FEMALE VOICE
                   Attention.  Attention.  Automatic
                   fueling operations have begun.
                   Please extinguish all smoking


        as she awakens with a start.  She checks her watch...
        an hour has passed.  She gently disengages herself from
        Newt and is about to crawl out from beneath the cot
        when she sees something and FREEZES.

        Across the room, just inside the door to the med lab,
        are two innocuous but nonetheless chilling objects.
        TWO STASIS CYLINDERS.  Their tops are hinged open, and
        the suspension fields are switched off.  They are both
        EMPTY.  Ripley feels a slow upwelling wave of terror
        rise through her in that silent frozen moment...the
        inescapable certainty of a lethal presence.  Unable to
        move or breathe, she looks around frantically, assessing
        the situation.

                   Newt.  Newt, wake up.

                   Wah...?  Where are...?

                   Sssh.  Don't move.  We're in

        Newt nods, now wide awake.  They listen in the darkness
        for the slightest betrayal of movement.  The scrabble
        of multiple legs across the polished floor, for example.

        There is only the droning HUM of the little space heater.
        Ripley reaches up and, clutching the springs of the
        underside of the cot, begins to inch it away from the

        The SQUEAL OF METAL as the legs scrape across the floor
        is jarringly loud in the stillness.

        When the space is wide enough she cautiously slides
        herself up between the wall and the edge of the cot,
        reaching for the rifle she left lying on top of the
        mattress.  Here yes clear the edge of the bed.  The rifle
        is GONE.

        She snaps her head around.  A SCUTTLING SHAPE LEAPS
        TOWARD HER from the foot of the bed!  She ducks with
        a startled cry.  The obscene thing hits the wall above
        her, legs moving lightning fast.  Reflexively she slams
        the bed against the wall, pinning the creature inches
        above her face.  Its legs and tail writhe with
        incredible ferocity and it emits a demented, piercing

        Ripley heaves Newt across the polished floor and in a
        frenzied scramble rolls from beneath the cot.  She
        flips it over, trapping the creature underneath.

        They back away, gasping.  Ripley's eyes flash around
        the shadowed room where every corner of space
        between equipment holds lethal promise.  The creature
        scuttles from beneath the bed and disappears under a
        back of cabinets in a blur.  Ripley hugs Newt close
        and heads toward the door, moving as if every object in
        the room had a million volts running through it.  She
        reaches the door.  Hits the wall switch.  Nothing
        happens.  Disabled from outside.  She tries the lights.
        Nothing.  She pounds on the door.  The acoustically
        dampened door panel thunks dully.  She moves to the
        observation window, glancing frantically over her
        shoulder.  The bare floor behind her is like a screaming


        She pounds on the window.  Through the double
        thickness window we can SEE that the lab is dark and
        empty.  Ripley whirls, hearing a loathsome scrabbling
        behind her.  Newt starts to whimper, feeding off her
        fear.  She steps in front of the video surveillance
        camera and waves her arms in a circle.

                   Hicks!  Hicks!

        INT. OPERATIONS - TIGHT ON VIDEO MONITOR                142

        showing Ripley waving her arms.  There is no sound,
        a surreal pantomime.

        A hand ENTERS FRAME and switches off the monitor.
        Ripley's image vanishes.

        WIDER ANGLE  as Burke straightens casually from
        the console.  Hicks is talking via headset with
        Bishop and hasn't noticed Ripley's plight or
        Burke's action.

                          (into mike)
                   Roger.  Check back when you've
                   activated the ship.
                   He's at the up-link tower.


        INT. OPERATING ROOM                                     143

        Ripley picks up a steel chair and slams it against
        the observation window.  It bounces back from the
        high-impact material.  She tries again.

        REVERSE ANGLE  from the med lab side, showing her
        futile efforts, the chair hitting with a dull THWACK
        barely audible through the double thickness pressure

        Ripley turns, studying the room.  She fumbles through
        a clutter of equipment on a counter next to her and
        finds a SMALL EXAMINATION LIGHT.  Snapping it on she
        plays the beam over the walls.  Tall assemblies of
        surgical and anaethesiology equipment loom in the
        dark.  She hears, ot thinks she hears, movements.  The
        light spins across the room, swiveling and bobbing
        frantically.  Like an indicator of her growing panic.
        Newt starts a thin, high wailing.


        Ripley steadies herself, realizing Newt's terror and
        the child's dependence on her.  She plays the beam
        across the ceiling.  Holds on something.  Gets an idea.
        She removes her lighter from a jacket pocket and picks
        up some papers from the counter.  Moving cautiously
        she boosts Newt up onto the SURGICAL TABLE in the center
        of the room and clambers up after her.

                   Mommy...I mean, Ripley...I'm

                   I know, honey.  Me too.

        Ripley lights the papers and holds the flaming mass
        under the temperature sensor of a fire control system
        SPRINKLER HEAD.  It triggers, spraying the room from
        several sources with water.  An ALARM sounds throughout
        the complex.

        INT. OPERATIONS                                         144

        Hicks jumps at the sound of the alarm, finally
        identifying its source among the lights flashing on
        his board.  He bolts for the door, yelling into his
        headset as he moves.

                   Vasquez, Hudson, meet me in
                   medical!  We got a fire!

        INT. OPERATING ROOM                                     145

        Ripley and Newt are drenched as the sprinklers
        continue to drizzle in the darkness.  The SIREN
        hoots maniacally, masking all other sound.  Ripley
        scans the room with her light, her hair plastered
        to her face, wiping water out of her eyes.  She is
        eye level with a complex surgical MULTILIGHT.  She
        looks into its tangle of arms and cables, inches away.
        Looks away.  Her eyes snap back.  SOMETHING LEAPS AT
        HER FACE.  She SCREAMS and topples off the table,
        splashing to the floor.  Newt shrieks and scrambles
        away as Ripley hurls the CHITTERING creature off of
        her.  It slams against a wall of cabinets, clings
        for a moment, then leaps back as if driven by a
        steel spring.  Ripley scrambles desperately, pulling
        equipment over on top of herself, clawing across the
        floor in a frenzy of motion.  In a blurr of
        multijointed legs the creature scuttles up her body.

        She tears at it, but it is incredibly powerful for
        its size.  It moves like lightning toward her head,
        avoiding her fumbling hands.  Newt screams abjectly,
        backing away, until she is pressed up against a
        desk in one corner.

        Ripley has both hands up, forcing the pulsing body
        back from her face.  The thing's tail whips around
        her throat and begins to tighten, forcing the underside
        of its body close to her.  Ripley thrashes about,
        knocking over equipment, sending instruments CLATTERING.
        Water streams over her, into her eyes, blinding her
        and making it impossible to get a grip on the creature's

        ANGLE ON NEWT  as crablike legs appear from behind the
        desk, right behind her.  She sees it and, thinking
        fast, jams the desk against the wall, pinning the
        writhing thing.  The desk jumps and shudders against
        all the pressure her tiny body can bring to bear on it.
        She wails between gritted teeth as the second creature
        gets one leg free, then another and another.  Squeezing
        itself inexorably onto the desk top...toward her.

        The legs of the chittering thing claw at Ripley's
        head, getting a surer grip even as she whips her head
        from side to side.  The obscene TUBULE extrudes wetly
        from the sheath on the creature's underside, forcing
        itself between the arms she has crossed tightly over
        her face.

        A figure appears at the observation window, a silhouette
        behind the misted-over glass.  A hand wipes a clear spot.
        Hick's eyes appear.  He steps back.  WHAM!  A burst of
        pulse-rifle fire shatters the tempered glass.  Hicks
        dives into the crazed spider web pattern and explodes
        into the room in a shower of fragments.  He hits
        rolling, his armor grinding through the shards, and
        slides across to Ripley.  He gets his fingers around the
        thrashing legs of the vicious beast and pulls.  Between
        the two of them they force is away from her face,
        though Ripley is losing strength as the tail tightens
        sickeningly around her throat.  Hudson leaps into the
        room, flings Newt away from the desk to go skidding
        across the wet floor, and blasts the second creature
        against the wall.  Point-blank.  Acid and smoke.

        Gorman appears at Ripley's side and grabs the tail,
        unwinding its writhing length like a boa constrictor
        coil from her throat.  All of them grip the struggling,
        SHRIEKING creature.

                   The corner!  Ready?

                   Do it!

        Hicks hurls the thing into the corner.  It scrabbles
        upright in an instant and leaps back toward them.
        WHAM!  Hudson gets it clean.

        Ripley collapses, gagging.  The alarm and sprinklers
        shut off automatically.  Hicks sees the stasis

                   Burke...it was Burke.

        INT. OPERATIONS - ANGLE ON HUDSON                       146

        looking decidedly stressed-out.  He grips his rifle
        tightly, AIMED RIGHT AT CAMERA.

                   I say we grease this rat-fuck
                   son of a bitch right now!

        THE GROUP is gathered around Burke who sits in a
        chair, maintaining an icy calm although beads of
        sweat betray intense concealed tension.  Only a few
        minutes have passes and everyone is still buzzed on
        adrenaline, as if the whole group is charged with
        high voltage.

                   I don't get it.  It doesn't
                   make any Goddamn sense.

        Ripley stands in front of Burke, every fiber of
        her being accusing him with absolute outrage.  Burke
        tries to break Ripley's stare, which is like a
        diamond drill.  He can't.

                   He wanted an alien, only he
                   couldn't get it back through
                   quarantine.  But if we were impregnated
                   ...whatever you call it...and then
                   frozen for the trip back at just
                   the right time...then nobody would
                   know about the embryos we were carrying.
                   We and Newt.

        Ripley glances at the little girl, a frail figure
        sitting nearby, hugging her knees and watching the
        proceedings with somber eyes.  She is all but lost in
        an adult jacket someone has found for her, and her still
        damp hair is plastered to her forehead and cheeks.

                   Wait a minute.  We'd know about it.

                   The only way it would work is if
                   he sabotaged certain freezers
                   on the trip back.  Then he could
                   jettison the bodies and make up
                   any story he liked.

                   Fuuuck!  He's dead.
                          (to Burke)
                   You're dogmeat, pal.

                   This is total paranoid delusion.
                   It's pitiful.

                   You know, Burke, I don't know
                   which species is worse.  You don't
                   see them screwing each other over
                   for a fucking percentage.

                   Let's waste him.
                          (to Burke)
                   No offense.

        Ripley shakes her head, the rage giving way to a
        sickened emptiness.

                   Just find someplace to lock him
                   up until it's time to --

        THE LIGHTS GO OUT.  Everyone stops in the sudden darkness,
        realizing instinctively it is a new escalation in the
        struggle.  Hicks looks at the board.  Everything is out.
        Doors.  Video screens.

                   They cut the power.

                   What do you mean, they cut the
                   power?  How could they cut the
                   power, man?  They're animals.

        Ripley picks up her rifle and thumbs off the safety.

                   Newt!  Stay close.
                          (to the others)
                   Let's get some trackers going.
                   Come on, get moving.  Gorman, watch

        Hudson and Vasquez pick up their scanners and move to
        the door.  Vasquez has to slide it open manually on its

        INT. CORRIDOR                                           147

        The two troopers separate and move rapidly to the
        barriers at opposite ends of the control block.

        DOLLYING WITH VASQUEZ as she moves forward with feral
        steps in the darkness.

        ON HUDSON  scanning the med lab and the nearby barrier.

                          (voice over)

        BEEP.  Hudson's tracker lights up, a faint signal.

                   There's something.

        He pans it around.  Back down the corridor.  It beep
        again, louder.

                   It's inside the complex.

                          (voice over)
                   You're just reading me.

                   No.  No!  It ain't you.  They're
                   inside.  Inside the perimeter.
                   They're in here.

                   Hudson, stay cool.  Vasquez?

        ANGLE ON VASQUEZ  swinging her tracker and rifle together.
        She aims it behind her.  BEEP.

                   Hudson may be right.

        INT. OPERATIONS                                         148

        Ripley and Hicks share a look..."here we go."

                   It's game time.

                   Get back here, both of you.  Fall
                   back to Operations.

        INT. CORRIDOR                                           149

        Hudson backtracks nervously, peering all around.  He
        looks stretched to the limit.

                   This signal's weird...must be
                   some interference or something.
                   There's movement all over the

                          (voice over)
                   Just get back here!

        Hudson reaches the door to operations at a run, a
        moment before Vasquez.  They pull the door shut and
        lock it.

        INT. OPERATIONS                                         150

        Hudson joins Ripley and Hicks, who are laying out their
        armament.  Flamethrowers.  Grenades.  M-41A magazines.
        Hudson's tracker beeps.  Then again.  The tone continues
        through the SCENE, its rhythm increasing.

                   Movement!  Signal's clean.

        He pans the scanner.  Stops.  The range display reads
        out, counting down.

                   Range twenty meters.

                          (to Vasquez)
                   Seal the door.

        Vasquez picks up a hand-welder and moves to comply.

                   Seventeen meters.

                   Let's get these things lit.

        He hands one flamethrower to RIpley and begins priming
        the other himself.  It lights with a muffled POP.
        Ripley's lights a moment later.  Sparks shower around
        Vasquez as she begins welding the door.  Hudson's tracker
        is beeping like mad now, as fast as their hearts.

                   They learned.  They cut the power
                   and avoided the guns.  They must
                   have found another way in, something
                   we missed.

                   We didn't miss anything.

                   Fifteen meters.

                   I don't know, an acid hole in
                   a duct.  Something under the
                   floors, not on the plans.
                   I don't know!

        She picks up Vasquez' scanner and aims it the same
        direction as Hudson's.

                   Twelve meters.  Man, this is a big
                   fucking signal.  Ten meters.

                   They're right on us.  Vasquez,
                   how you doing?

        Vasquez is heedlessly showering herself with molten metal
        as she welds the door shut.  Working like a demon.

                   Nine meters.  Eight.

                   Can't be.  That's inside the room!

                   It's readin' right.  Look!

        Ripley fiddles with her tracker, adjusting the tuning.

                   Well you're not reading it right!

                   Six meters.  Five.  What the fu --

        He looks at Ripley.  It dawns on both of them at the same
        time.  She feels a cold premonitory dread as she angles
        her tracker upward to the ceiling, almost overhead.  The
        tone gets louder.

        Hicks climbs onto a file cabinet and raises a panel of
        acoustic drop-ceiling.  He shines his light inside.

        HICKS' P.O.V.                                           151

        A soul-wrenching nightmare image.  Moving in the beam of
        light are aliens.  Lots of aliens.  They are crawling
        like bats, upside down, clinging to the pipes and beams
        of the structural ceiling, not touching the flimsy
        acoustic panels.  They glisten hideously as they claw
        their way forward in silence.  They cover the ceiling
        of the operations room.  The inner sanctum is utterly

        ON HICKS                                                152

        blasted by fear.

        Something moves...he snaps the light around.  It's a
        meter behind him.  IT LUNGES!  He drops reflexively,
        the claws raking across his armor.

        Hicks falls into the room just as the creatures detach
        en masse from the handholds.  THE CEILING EXPLODES,
        raining debris.  Nightmare shapes drop into the room.
        Newt screams.  Hudson opens fire.  Vasquez grabs Hicks,
        pulls him up, firing one handed with her flamethrower.
        Ripley scoops up Newt and staggers back.  Gorman turns
        to fire and Burke bolts for the only remaining exit,
        the corridor connecting to the med lab.  In the
        strobelike glare of the pulse-rifles we SEE flashes
        of aliens, moving forward in the smoke from the
        flamethrower fires.  They move like nothing human...
        leaping quick as insects at times or gliding with
        powerful, balletic grace.

                   Medical!  Get to medical!

        She dashes for the corridor.

        INT. MED LAB CORRIDOR                                   153

        DOLLYING BEHIND HER as she sprints, the walls becoming
        a frenzied blur.  Ahead of her Burke clears the door to
        the med lab.  HE SLIDES IT CLOSED.  Ripley slams into
        the door.  Tries the latch.  Hears it LOCK from the far

                   Burke!  Open the door!


        Behind her an alien is moving down the corridor like a
        locomotive, a graceful skeleton shape as lethal and
        inhuman as you can imagine.  Strobe flashes backlight
        the demented silhouette.  Shaking, Ripley raises her
        rifle.  She squeezes the trigger.  NOTHING HAPPENS.
        The creature HISSES, baring its teeth as it advances.
        Ripley checks the SAFETY.  The safety is off.  The
        DIGITAL COUNTER.  The magazine is full.  Newt begins to
        wail.  Ripley's hands, slick with sweat, are trembling
        so much she almost drops the rifle.  Panic screams in
        her brain.  The thing is almost on her, filling the
        corridor, when she remembers.  She snaps the bolt back,
        chambering a round.  Whips the stock to her shoulder.
        jaws as the silhouette is hurled back, screeching

        Ripley is slammed against the door by the recoil,
        blinded by the flash and deafened by the concussion.

        INT. OPERATIONS                                         154

        Hicks looks up.  Fires POINT-BLANK at a leaping
        silhouette.  SCREEEECH!  The fire-control system has
        tripped, with sprinklers spraying the room and a
        mindless SIREN wailing.  Total pandemonium.

                   Let's go!  Let's go!

                   Fuckin' A!

        Hudson screams as floor panels lift under him, and clawed
        arms seize him lightning fast, dragging him down.
        Another skeletal shape leaps on him from above.  He
        disappears into the subfloor crawlway.  Hicks, Vasquez
        and Gorman make it to the med lab access corridor.


        Stunned, Ripley sees through dissipating smoke the
        creature rising to advance again.  Flinching against
        blast and glare she drills it POINT-BLANK with a
        BLINDING BURST that carries the M-41A's muzzle right
        up toward the ceiling.  Newt covers her ears against
        the CONCUSSION.

                   Hold you fire!

        The troopers seem to materialize out of the smoke.

                          (indicating door)

                   Stand back.

        Hicks snaps the torch off his belt and cuts into the
        lock.  Inhuman shapes enter the far end of the corridor.
        Vasquez hands her flamethrower to Gorman and unslings
        her rifle.  She starts loading 30mm grenades into the
        launcher, like oversize 12-guage shells.

                   You can't use those in here!

                   Right.  Fire in the hole!

        She pumps a round up and fires.  The grenade EXPLODES and
        the blast almost knocks them down.  Hicks kicks the door
        open, molten droplets flying.

                          (shouting at Vasquez)
                   Thanks a lot!  Now I can't hear shit.


        INT. MED LAB ANNEX                                      156

        Vasquez slides the door almost closed, then fires three
        grenades rapid-fire through the gap.  She slams the door
        home as the grenades detonate, the explosion sounding
        gonglike through the metal.

        Ripley sprints across the room, trying the far door.
        Burke has locked it as well.  Hicks switches his
        hand-torch from CUT to WELD and starts sealing the door
        they just passed through.

        INT. MED LAB                                            157

        Burke, hyperventilating with terror, backs across the
        dark chamber.  Gasping, almost paralyzed with fear, he
        crosses the chamber to the door leading to the main
        concourse.  His fingers reach for the latch.  It moves
        by itself.  The door opens slowly.

        ON BURKE  his eyes wide, transfixed by his fate.  We
        hear the BULLWHIP CRACK of a tail-stinger striking as we:

                                                        CUT TO:

        INT. MED LAB ANNEX                                      158

        The door dimples with a clanging impact, separating
        slightly from its frame.  Another crash, the squeal of
        tortured steel.  Newt grabs Ripley by the hand and
        tugs her across the room.

                   Come on!  This way.

        She leads Ripley to an air vent set low in the wall and
        expertly unlatches the grille, swinging it open.  Newt
        starts inside but Ripley pulls her back.

                   Stay behind me.

        Ripley trades her rifle for Gorman's flamethrower before
        he can protest and enters the air shaft, which is a
        tight fit.  Newt scrambles in behind, followed by Hicks,
        Gorman and Vasquez on rearguard.  Glancing back
        fearfully Newt pushes on Ripley's butt as they crawl
        rapidly through the shaft.

                   Come on.  Crawl faster.

                   DO you know how to get to the
                   landing field from here?

                   Sure.  Go left.

        Ripley turns into a larger MAIN DUCT where there is
        enough room to crab-walk in a low crouch.  She runs,
        scraping her back on the ceiling.  The troopers' armor
        clatters in the confined space.  They approach an
        intersection.  She fires the flamethrower around the
        corner, the looks.  Clear.

                   Go right.

        They sprint into the narrow connecting duct, the maze
        becoming a blur.  Ripley fires the flamethrower
        periodically, as they pass side ducts covered by
        louvered grilles or vertical shafts going to higher or
        lower levels.

                          (into headset)
                   Bishop, you read me?  Come in, over.

        There is a long pause then Bishop's VOICE, almost
        unintelligible with interference, comes over the radio.

                          (voice over;
                   Yes, I read you.  Not very well...

        EXT. UP-LINK RELAY - LANDING FIELD                      159

        Bishop is huddled against the base of the telemetry
        mast, out of the wind which is now gusting viciously.

                          over enunciating)
                   The ship is on its way.  ETA
                   about sixteen minutes.  I've
                   got my hands full flying...
                   the weather's come up a bit.

        Bishop's fingers are blurring over the terminal keys and
        he squints, watching the screen as the flight telemetry
        updates rapidly.

        In the b.g. the AP station has become a raging demon,
        wreathed in boiling steam and electrical discharges.

        INT. AIR DUCT                                           160

                   All right, stand by there.  We're
                   on out way.  Over.

        The beam of Ripley's light wavers hypnotically in the
        tunnel ahead.  She blinks, seeing something...not sure.
        tunnel at the absolute limit of the light's power.

                   Back.  Go back!

        They try to crawl back, jamming together.  Behind them,
        the way they have come, a GRATING is battered in with a
        FEROCIOUS CLANG and the deadly silhouette of a warrior
        flows into the duct.  They are trapped.  Vasquez uses
        her flamethrower, bathing the tunnel in fire.  Hicks
        snaps out his hand-welder and cuts into the wall of the
        duct.  Molten metal spatters him, as sparks fill the
        tunnel with lurid light.  Vasquez' flamethrower sputters.

                   Losing fuel.

        Between eye-searing bursts of flame Ripley sees the
        glistening apparitions closing in.  Hicks' torch feathers
        out.  Empty.  Bracing his back he kicks hard at the
        cherry-hot metal.  It bends aside.

        Beyond is a narrow SERVICE WAY, lined with pipes and
        conduit.  Hicks slides through the searing hole,
        lifting Newt safely through as Ripley hands her out.
        Ripley follows and turns to help Gorman.  Vasquez'
        flamethrower goes dry.  She draws her SERVICE PISTOL.
        Suddenly she looks up as a WARRIOR SCREECHES DOWN FROM
        A VERTICAL SHAFT, right above her.

        She fires with incredible rapidity...BAM!  BAM!  BAM!
        Rolls aside.  It lands on her legs and she snaps her head
        to one side just as its TAIL STINGER buries into the
        metal wall beside her cheek.  She fires again, emptying
        the pistol, kicking the thrashing shape away.

        Acid cuts through her chickenplate armor, searing into
        her thigh.  She cries out, gritting her teeth against
        the white-hot pain.  Gorman sees Vasquez hit, unable to
        move.  Sees the creatures coming the other way...and
        turns away from the escape hole.  He crawls back to her,
        grabs her battle harness and starts dragging her towards
        safety.  Too late.  The approaching alien warriors have
        reached and passed the opening.  Vasquez sees him,
        barely conscious.

                          (hoarse whisper)
                   You always were an asshole, Gorman.

        She seizes his hand in a deadly drip, but we RECOGNIZE
        it as the "power greeting" she shared with Drake...
        something for the chosen few.  Gorman returns the grip.
        He hands her two grenades and arms two himself as the
        creatures are upon them.

        INT. SERVICE WAY                                        161

        RUSHING WITH Ripley, Newt and Hicks as a full tilt run.
        The service way lights up with a POWERFUL BLAST behind
        them and they stumble with the shock wave.  Newt breaks
        out ahead and it's all Ripley and Hicks can do to keep

                   This way.  Come on, we're almost

                   Newt, wait!

        The kid moves like lightning, diving and dodging around
        obstacles.  If it wasn't clear before it's clear now
        that we are on her turf, and she's the ace.  Running on
        and on, their breathing loud and echoing...the walls
        a directionless blur.  Newt never hesitates.

        They reach a junction with a narrow ANGLED CHUTE which
        runs upward at a steep 45 degrees.

                   Here!  Go up.

        INT. CHUTE                                              162

        Ripley looks up the angles shaft, seeing light at the
        top...an exterior vent hood.  The sound of wind booms
        down from above.  Like blowing across a bottle top
        vastly amplified.

        Ripley enters, bracing her feet on perilously narrow
        side ribs in the shaft.  She looks down.  The chute
        descends far into the depths, lost in shadow.  She
        starts to climb with Next behind/below her, and Hicks,
        just emerging from the side duct.

                   Just up there --

        Newt slips, a rusted rib collapsing under her foot.  She
        slides...catches herself with one hand.  Ripley reaches
        for her, dropping her light.  The hand-light goes
        skittering and bumping down the chute, around a bend,
        and disappears.

        Ripley strains, reaching, her hand groping for Newt's.
        They miss, inches apart.

                   Riiiiipppleee --

        She slips.  Hicks lunges, grabbing her oversized jacket.
        AND SHE SLIPS OUT OF IT.  With an echoing scream Newt
        plummets, sliding down the chute into darkness.

        MOVING WITH HER, the walls racing by in a dizzy blur like
        a bobsled ride.  THe shaft pitches left.  Newt bounces,
        sliding halfway up the wall.  The chute forks ahead.
        Newt tumbles into the right shaft, which drops at a
        steeper angle into the depths.  Just disappearing down
        the LEFT SHAFT we SEE Ripley's light.

        Ripley looks Hicks in the eye.  And kicks free...sliding
        down the chute after Newt.  Ripley slams her feet into
        the side-ribs, bracing herself in a controlled descent.
        Ripley reaches the "V."  Sees the glow of the light in
        the left fork.  She goes left.


        She hears a plaintive reply, so echoey and distorted it
        has no direction.

                   Mommy...where are you?

        Ripley reaches the bottom of the chute where it
        intersects with a HORIZONTAL SERVICE TUNNEL.  The light
        is lying there, but no Newt.  The echoing wail comes


        Ripley starts down the tunnel, answering.  Newt's call
        comes again.  Fainter?  She can't tell.  She spins in
        a growing panic, starts the other way.

                          (to her headset)
                   Hicks, get down here.  I need
                   that locator.

        INT. SUBBASEMENT                                        163

        Newt is in a low grottolike chamber, filled with pipes
        and machines.  It is flooded, almost up to Newt's waist.
        She looks up, seeing light streaming through a grating.
        Ripley's voice seems to come from there.

                   Newt!  Star wherever you are!

        Newt climbs some pipes, straining to reach the grating.

        INT. SERVICE TUNNEL                                     164

        Hicks joins Ripley, unsnapping the emergency-locator
        from his belt.  They follow the signal into a lighted
        area where the power apparently was not cut.

                   This way.  We're close...

        Following the signal they come to a grating set in the

                   Here!  I'm here.  I'm here.

        Ripley runs to the grating.  Looking down she sees Newt's
        tearstreaked face.  Newt reaches up.  Her tiny fingers
        wriggle up through the bars of the grate.  Ripley
        squeezes the child's precious fingertips.

                   Climb down, honey.  We have to
                   cut through this grate.

        Newt backs away, climbing down the pipe as Hicks cuts
        into the bars with his hand-torch.

        INT. SUBBASEMENT                                        165

        Newt, standing waist deep in the water, watches sparks
        shower blindingly as Hicks cuts.  She bites her lip,
        trembling.  Cold and terrified.  Silently a glistening
        shape rises in one graceful motion from the water behind
        her.  It stands, dripping, dwarfing her tiny form.  Newt
        turns, sensing the movement...She SCREAMS as the
        shadow engulfs her.

        INT. SERVICE TUNNEL                                     166

        Ripley panics, hearing screaming below, then splashing.
        She and Hicks kick desperately at the grating, smashing
        it down.  Heedless of the cherry-hot edges Ripley
        lunges into the hole with her light.

                   Newt!  Newt!

        The surface of the water reflects the beam placidly.
        Newt is gone.  Bobbing in the water, eyes staring, is
        "Casey" the doll head.  In sinks slowly, distorting,
        vanishing in darkness.

        Hicks pulls Ripley away from the hole.  She struggles
        furiously, trying to tear out of his grip.

                   No!  Noooo!

        He drags her back.  It takes all of his strength.

                   She's gone!  Let's go!

        He sees something moving toward them through a lattice
        of pipes.  Ripley is irrational.  Hysterical.

                   No!  No!  She's alive!  We
                   have to --

                   All right!  She's alive.  I
                   believe it.  But we gotta get
                   moving!  Now!

        He drags her toward an ELEVATOR not far away at the
        end of the tunnel.  Gets her inside, slamming her against
        the back wall.  Hits the button to go to surface level.
        An alien warrior leaps into the tunnel, starts
        toward them.  The doors are closing.  Not fast enough.
        The creature gets one arm through, the doors closing on
        it.  THEY OPEN AGAIN, an automatic safety feature.  THE
        spins away, SCREECHING.  Acid sluices between the closing
        doors, across Hicks' armored chest plate, as he shields
        Ripley with his body.  The lift starts upward.  Hicks'
        fingers race with the clasps as the stuff eats its way
        toward his skin.  Galvanized out of her hysteria, Ripley
        claws at his armor, helping him as much as she can.  He
        screams as the acid contacts his chest and arm.  He
        shucks out of the combat armor like a madman, dropping
        the smoking pieces to the floor.  Acrid fumes fill the
        air, searing eyes and lungs.  The elevator stops.  The
        doors part and they stumble out, Ripley supporting Hicks
        who is doubled over in agony.

                   Come on, you can make it.
                   Almost there.

        EXT. LANDING FIELD                                      167

        Drop-ship two descends toward the landing grid,
        side-slipping in hurricane gusts.  Bishop stands, guiding
        it with the portable terminal.  The ship sets down hard.
        Slides sideways.  Stops.  Bishop turns as Ripley and
        Hicks stumble out of a doorway in the colony building
        behind him.  He goes to them, helping to support Hicks
        and they run toward the ship, buffeted by the gale.
        Ripley shouts, her words barely audible over the wind.

                   HOW MUCH TIME?

                   PLENTY!  TWENTY-SIX MINUTES!

                   WE'RE NOT LEAVING!

        The loading ramp deploys and they run into the ship.

        EXT. PROCESSING STATION                                 168

        An infernal engine, roaring out of control.  Steam blasts
        and swirls, lightning zaps around the superstructure and
        columns of incandescent gas thunder hundreds of feet into
        the air.

        We APPROACH, hypnotically.  The drop-ship ENTERS FRAME,
        moving toward the station.  It pivots, hovering in the
        blasting turbulence, and settles onto a NARROW LANDING
        PLATFORM ten levels above the ground, or about a third
        of the way up the enormous structure.

        INT. DROP-SHIP                                          169

        Ripley finishes winding tape around a bulky object and
        drops the roll.  She has crudely fastened a M-41A
        assault rifle together, side by side, with a flamethrower.
        A massive, unwieldy package of absolute firepower.  Her
        movements are curt, precise...determined.  She works
        rapidly, snatching magazines, grenades, belts and other
        gear from the fully stocked ordnance racks of the

        Bishop comes aft from the pilot's compartment to help
        Hicks dress his injuries.  Hicks is sprawled in a flight
        seat, the contents of a FIELD MEDICAL KEY strewn around
        him.  He's out of the game...contorted with pain.


                   She's alive.  They brought her
                   here and you know it.

                   In seventeen minutes this place
                   will be a cloud of vapor the
                   size of Nebraska.

        Ripley is stuffing gear rapidly into a satchel, her hands

                   Hicks, don't let him leave.

                          (grimacing with
                   We ain't going anywhere.

        She hefts the hybrid weapon, grabs the satchel and spins
        to the door controls.  The door opens.  Wind and
        machine-thunder blast in.

                   See you, Hicks.

        Hicks is holding a wad of gauze plastered over his face.

                   Dwayne.  It's Dwayne.

        Ripley grabs his hand.  They share a moment, albeit
        brief.  Mutual respect in the valley of death.


                          (nods with
                   Don't be long, Ellen.

        Ripley runs down the ramp, crossing the platform to the
        open doors of a LARGE FREIGHT ELEVATOR.  The doors close.

        INT. FREIGHT ELEVATOR                                   170

        The elevator descends.  Bars of light move rhythmically
        across her as Ripley stands facing the doors, watching
        the landings go by.  The heat grows more intense.  Pipes
        glowing cherry-red pass by.  Steam hisses and billows.
        The lift clatters in a steady beat.  Hypnotic.

        Ripley removes her jacket and dons a battle harness
        directly over her T-shirt.  Her hair is matted, and
        she glistens with sweat.  Her eyes burn with a
        determination that holds the gut-panic in check.

        The elevator descends.  She checks her weapon.  Attaches
        a BANDOLIER OF GRENADES to her harness.  Primes the
        flamethrower.  Checks the rifle's magazine.  Racks the
        bolt, chambering the first round.  She checks the
        MARKING FLARES jammed in the thigh pockets of her
        jump pants.  She drops an unprimed grenade, trembling,
        forcing herself to be strong.  We SEE she doesn't
        know doodley about grenades.

        This is the most terrifying thing she has ever done.  She
        begins to hyperventilate, soaking with sweat.  Her fingers
        slick and slippery on the rifle.  The elevator descends.

        The lift motors whine, slowing.  It hits bottom with a
        bump.  The safety cage retracts.  Slowly, expectantly,
        the doors open.

        HER P.O.V.  THROUGH the parting doors...an empty
        corridor.  Dark, swirling with steam, a ruddy glow
        VISIBLE here and there.  It seems to have been a descent
        into Dantean Hell.  The air itself vibrates with heat
        distortion.  Couplings groan.  Machinery whines and
        throbs.  Like the beating of a vast heart the pounding
        of massive pumps echoes through the station.

        INT. CORRIDOR                                           171

        Ripley moves out of the lift, knuckles white on the
        rifle.  Her eyes dart, straining to penetrate the lethal
        gloom.  Behind her we SEE a SECOND ELEVATOR next to
        hers, its lift cage somewhere on a higher floor.  Ahead
        the corridor is encrusted with the alien excressence
        and not far down the bio-mechanoid catacomb begins.
        She enters the maze, darting glances at Hick's LOCATOR,
        taped to the top of her kludge weapon.

        A VOICE echoes down the tunnels, calm and mechanical.

                   Attention.  Emergency.  All
                   personnel must evacuate
                   immediately.  You now have
                   fourteen minutes to reach
                   minimum safe distance.

        INT. CATACOMB                                           172

        Range and direction read out in rapid-fire alpha-numerics
        on the locator display.

        Ripley blinks sweat out of her eyes, moving through the
        swirling steam of the alien maze.  She approaches an
        intersecting tunnel.  Flashing emergency lights
        illuminate the insane fresco of the walls.  She spins,
        firing the flamethrower.  Nothing there.  She whirls
        back.  Moves forward, trembling and adrenalized.

        Skeletal figures drown in the walls, frozen in macabre
        tormented positions like human insects in amber.
        Steam blasts, blinding her.  The locator signal
        strengthens an she turns, crouches through a low
        passage, turns again.  At each intersection she quickly
        lights a FIFTEEN-MINUTE MARKING FLARE and drops it.
        For the way back.  She has to turn sideways, inching
        through a fissure between two walls of death...cocoon
        niches, human bas-relief sealed in resin.

        She recovers , then recognizes the face sealed in
        the wall.  Carter Burke.

                   Ripley...help me.  I can feel
                   it...inside.  Oh, God...it's
                   moving!  Oh gooood...

        She looks at him.  No one deserves this.


        She hands him a grenade, wrapping his fingers around
        the spoon, and pulls the primer.  She moves on.

                   You now have eleven minutes to
                   reach minimum safe distance.

        Ripley moves ahead.  The locator signals shows she is
        almost there.  A CONCUSSION rocks the place, like an
        earthquake, jarring her almost off her feet.  Then
        another.  The whole station seems to shudder.  A SIREN
        begins to wail a demented rhythm.  Following the tracker
        she turns a corner and stops.  The RANGE INDICATOR READS
        ZERO.  She looks down, horrified to see Newt's tracer
        bracelet lying on the floor of the tunnel.  All hope
        recedes, disintegrating into mindless chaos.

        INT. EGG CHAMBER                                        173

        Newt is cocooned in a pillarlike structure at the
        edge of a cluster of upright OVOID SHAPES...alien
        eggs.  Her eyelids flutter open and she becomes
        aware of her surroundings.  The egg nearest her
        begins to move...opening like an obscene flower at
        its top to reveal something stirring within.  Newt
        stares, transfixed by terror, as the jointed legs
        appear over the lip of the ovoid one by one.  She

        INT. CATACOMBS                                          174

        Ripley hears the scream and breaks into a run.

        INT. EGG CHAMBER                                        175

        Newt watches the face-hugger emerge and turn toward
        her.  Ripley runs in just as it is tensing to leap,
        and FIRES, blasting it with a burst from the assault
        rifle.  The flash illuminates the figure of an
        adult warrior, nearby.  It spins, moving straight
        for Ripley.  Firing from the hip she drills it with
        two controlled bursts which catapult it back.  She
        steps toward it, FIRING AGAIN.  Her expression is
        murderous.  AND AGAIN.  It spins onto its back.
        She unleashes the flamethrower and it vanishes in
        a fireball.  Ripley runs to Newt and begins tearing
        at the fresh resinous cocoon material, freeing the
        child.  She swings her up onto her back.

                   I knew you'd come.

                   Newt, I want you to hang on,
                   now.  Hang on tight.

        Groggily Newt hooks her arms and legs through the belts
        of Ripley's battle harness as Ripley picks up her
        weapon.  More warriors are moving toward her among
        the eggs.  She fires the flamethrower.  The eggs are
        engulfed.  One of the warriors lunges forward, a
        living fireball.  She blasts it in half with two
        bursts from the M-41A.  Ripley retreats, ducking under
        a glistening cylindrical mass.  A PIERCING SHRIEK
        fill the chamber.  She turns.  And there it is.

        A massive silhouette in the mist, the ALIEN QUEEN
        glowers over her eggs like a great, glistening black
        insect-Buddha.  What's bigger and meaner than the
        Alien?  His momma.  Her fanged head is an unimaginable
        horror.  Her six limbs, the four arms and two
        powerful legs, are folded grotesquely over her
        distended abdomen.  The egg-filled abdomen swells
        and swells into a great pulsing tubular sac, suspended
        from a lattice of pipes and conduits by a weblike
        membrane as if some vast coil of intestine were draped
        carelessly among the machinery.  Ripley realizes
        she ducked under part of it a moment before.  Inside
        the abdominal sac can be SEEN the forms of countless
        eggs, churning their way toward the pulsating ovipositor
        where they emerge glistening, to be picked up by
        DRONES.  The drones are tiny scuttling albino versions
        of the "warrior" aliens we have already seen.

        Ripley pumps the slide on her grenade launcher.  She
        fires.  Pumps and fires again.  Four times.  The
        grenades punch deep into the egg sac and EXPLODE,
        ripping it open from within.  Eggs are tons of gelatinous
        matter pour across the chamber floor.  The Queen goes
        berserk, SCREECHING like some psychotic steam whistle.
        Ripley lays about her with the flamethrower, igniting
        everything in sight with an insane fury.  Eggs shrivel
        in the inferno, and figures of warriors and drones
        vanish in frenzied thrashing.  Over all is the Queen's
        shrieking as she struggles in the flames.  Two
        warriors emerge from the boiling smoke, closing on
        her.  She pulls the trigger...an empty click.  DIGITAL
        COUNTER flashing crimson zeroes.  She drops the
        magazine, grabs another from her belt, rams it home
        and OPENS UP.

        The creatures vanish in rapid-fire flashes.  Ripley

        backs away, venting her terror in a sustained orgy
        of fire as she blasts everything that moves in one
        long eye-searing expenditure of energy.  Then she
        dashes into the catacombs, navigating by sheer primal

        INT. CATACOMBS                                          176

        Ripley runs, blindly, with panting intensity verging
        on hysteria.  Impressions crash upon her...the maze
        blurring by, sirens howling, the station rocking with
        explosions, emergency lights flashing, steam blasting,
        red-hot steel hissing.  Reality itself is reduced to
        a concussive series of strobelike instants of
        relentless forward motion.

        She sees one of the flares she dropped and turns.
        Sees another, sprinting toward it as the foundations
        of the world shake.

        INT. EGG CHAMBER                                        177

        Lashing in a frenzy, the QUEEN DETACHES FROM THE EGG
        SAC, ripping away and dragging torn cartilage and
        tissue behind it.  SEEN DIMLY THROUGH swirling smoke,
        it rises on its powerful legs and steps forward.

        INT. CATACOMBS - CORRIDOR                               178-

        Ripley uses the flamethrower ahead of her, firing
        bursts of pulse-rifle fire down side corridors at
        indistinct shapes and shadows.  The weapon is empty
        when she reaches the freight elevators.  A mass of
        debris, falling down the shaft from a higher level,
        has demolished the life cage she descended in.  She
        slams the control for the other cage and hears the
        sound of the LIFT MOTOR'S WHINE as it begins its
        slow descent from several levels up.  AN ENRAGED
        SCREECH ECHOES in the corridor.  Ripley sees a
        silhouette moving in the smoke...a glistening black
        QUEEN.  Her last cartridge is reading zeroes.  The
        flamethrower sputters uselessly when she tries that.
        The grenades are gone.  Ripley drops the weapon and
        looks up the shaft to the descending lift...then at
        the approaching FIGURE.  The elevator won't be in time.
        She runs to a ladder set in the wall as a horrendous
        screech beats in her ears.  She scrambles up the

        INT. SECOND LEVEL                                       180

        Ripley struggles up through a narrow hatch, Newt
        clinging to her.  She dives aside as a POWERFUL
        BLACK ARM shoots up through the opening, its
        razor claws slamming into the grille-floor inches
        from her.  Looking down through the grille she
        sees the great horrifying jaws directly below her,
        wet and leering.  She scrambles up, running, as
        the grille-floor lifts and buckles behind her
        with the titanic force of the creature below.
        It hurls itself with insane ferocity against the
        metal, pacing her from below as she runs.

        INT. STAIRWELL                                          181

        Ripley reaches an open-grid emergency stairwell and
        sprints upward.  It rocks and shudders with the
        station's death throes.

                   You now have two minutes
                   to reach minimum safe

        INT. CORRIDOR - ELEVATORS                               182-

        The lift reaches bottom, the doors rolling open.
        The Queen turns and freezes, as if contemplating
        the open lift cage.

        INT. STAIRWELL                                          184

        Ripley stumbles, smashing her knees against the
        metals stairs.  As she rises she hears the LIFT
        MOTORS start up.  Looking down through the lattice
        work of the station she sees the life cage start
        ominously upward.  She knows there is only one
        explanation for that.  She runs on, the stairwell
        becoming a crazy whirl around her.

        EXT. LANDING PLATFORM                                   185

        Ripley, with Newt still clinging to her, slams
        through the door opening onto the platform.
        Through wind-whipped streamers of smoke she
        sees...THE SHIP IS GONE.


        Her shouts become inarticulate screams of hatred,
        outrage at the final betrayal.  She scans the sky.


        Newt is sobbing.

        The lift rises ponderously INTO VIEW.  Ripley turns,
        backing away from the doors toward the railing.  There
        is no place to run to on the platform.  EXPLOSIONS

        detonate in the complex far below and huge fireballs
        swell upward through the machinery.  The platform bucks
        wildly.  Nearby a cooling tower collapses with a
        EXPLOSIONS, one after another, rocketing up from below.
        Ripley stares transfixed as the lift stops.  The
        safety cage parts.

                          (to Newt; low)
                   Close your eyes, baby.

        The lift doors begin to open.  A glimpse of the
        apparition within.

        ANGLE ON RIPLEY AND NEWT  as the drop-ship RISES RIGHT
        BEHIND THEM, its hovering jets roaring.

                   You now have thirty seconds to

        Ripley leaps for the loading boom projecting down from
        the cargo bay and it raises them into the ship.  A
        slamming the ship sideways.  Its extended landing legs
        foul in a tangle of conduit, grinding with a hideous
        squeal of metal on metal.

        INT./EXT. DROP-SHIP - STATION                           186-

        Ripley leaps into a seat with Newt, cradling her.  Begins
        strapping in.  Bishop wrestles with the controls.  The
        landing legs retract, ripping free.  Ripley slams her
        seat harness latches home.

                   Punch it, Bishop!

        The entire lower level of the station disappears in a
        fireball.  The air vibrates with intense heat waves and
        concussion.  The drop-ship engines fire.  Ripley is
        slammed back in her seat.  The ship vaults out and up,
        Bishop standing it on its tail, pouring on the gees.
        Ripley and Newt see everything shake into a blur.

        EXT. STRATOSPHERE                                       188

        The drop-ship lunges up and out of the cloud layer into
        the clear high night.  Below, the clouds light up from
        beneath from horizon to horizon.

        A SUN HOT DOME OF ENERGY bursts up through the cloud
        layer, WHITING OUT THE FRAME.  The tiny ship is slammed
        by the shockwave, tossed forward...and climbs, scorched
        but functioning, toward the stars.

        INT. DROP-SHIP                                          189

        Ripley and Newt watch the blinding glare fade away and
        they sit, wide-eyed, trembling, realizing they are
        finally and truly safe.  Newt starts to cry quietly,
        and Ripley strokes her hair.

                   It's okay, baby.  We made it.  It's

        INT. SULACO CARGO LOCK - IN ORBIT - LATER               190

        The scorched and battered ship once again sits in its
        drop-bay, steam blasting from cooling vents beside the
        engine.  Rotating clearance lights sweep the dark chamber

        INT. DROP-SHIP                                          191

        Bishop stands behind Ripley as she kneels beside a
        comatose Hicks.

                   I gave him a shot, for the pain.
                   We'll need to get a stretcher to
                   cart him up to medical.

        Ripley nods and, picking up Newt, precedes Bishop down
        the aisle to the loading ramp.

                   I'm sorry if I gave you a scare
                   but that platform was just becoming
                   too unstable...

        INT. CARGO LOCK - DROP-SHIP                             192

        Bishop continues as they move down the ramp.

                   I had to circle and hope things
                   didn't get too rough to take you

        Ripley turns to him, stopping partway down the ramp.
        She puts her hand on his shoulder.

                   You did okay, Bishop.

                   Well, thanks, I --

        He notices a tiny innocuous drop of liquid splash onto the
        ramp next to his shoe.  SSSSSS.  Acid.  SOMETHING BURSTS
        FROM HIS CHEST, spraying Ripley with milklike android blood.
        It is the razor-sharp scorpion TAIL of the alien QUEEN.
        Driven right through him from behind.  Bishop thrashes,
        seizing the protruding section of tail in his hands, as is
        slowly lifts him off the deck.  Above them the Queen
        glowers from its place of concealment among the hydraulic
        mechanisms inside one landing-leg bay.  It blends perfectly
        with the machinery until it begins to emerge.  Seizing
        Bishop in two great hands it rips him apart and flings him
        aside, shredded, like a doll.  It descends slowly to the
        deck, the rotating lights glistening across its shiny black
        limbs, dripping acid and rage.  Still smoking where Ripley
        half-fried it.  The Queen is huge, powerful...and very
        pissed off.  It descends slowly, its six limbs unfolding in
        inhuman geometries.

        Ripley moves with nightmarish slowness herself, staring
        hypnotized...terrified to break and run.  She lowers Newt
        to the deck, never taking her eyes off the creature.

                          (to Newt)

        Newt runs for cover.  The Alien drops to the deck, pivoting
        toward the motion.  Ripley waves her arms, decoying.


        Without warning it moves like lightning, straight at her.
        Ripley spins, sprinting, as the creature leaps for her.
        Its feet slam, echoing, on the deck behind her.  She clears
        a door.  Hits the switch.  It WHIRRS closed.  BOOM.  The
        Alien hits a moment later.

        INT. DARK CHAMBER                                       193

        Ripley moves ferret-quick among dark, unrecognizable

        VARIOUS ANGLES  VERY TIGHT ON what she is doing...her feet
        going into stirruplike mechanisms.  Velcro straps
        fastened over them.  Fingers stabbing buttons in a sequence.
        Her hand closing on a complex grip-control.  The HUM of
        powerful motors.  The WHINE of hydraulics.

        INT. CARGO LOCK                                         194

        The Queen turns its attention from the doors to Newt as
        the little girl crawls into a system of trenchlike
        service channels which cross the deck.  The channels are
        covered by steel grillework and barely big enough for her
        to crawl through.

        INT. CHANNEL                                            195

        Newt scurries like a rabbit as the looming figure of the
        Alien appears above, seen through the bars.  A section of
        grille is ripped away behind her.  She scrambles
        desperately.  Another section is ripped away right at her
        heels.  Light pouring in.  The next will be right above

        INT. CARGO LOCK                                         196

        The Queen spins at the sound of door motors behind her.
        The parting doors REVEAL an inhuman silhouette standing

        Ripley steps out, WEARING TWO TONS OF HARDENED STEEL.
        THE POWER LOADER.  Like medieval armor with the power of
        a bulldozer.  She takes a step...the massive foot
        CRASH-CLANGS to the deck.  She takes another, advancing.

        Ripley's expression is one you hope you'll never see...
        Hell hath no fury like that of a mother protecting her
        child and that primal, murderous rage surges through her
        now, banishing all fear.

                   Get away from her, you bitch!

        The Queen SCREECHES pure lethality and leaps.

        WALLOP!  A roundhouse from one great hydraulic arm catches
        it on its hideous skull and slams it into a wall.  It
        rebounds into a massive backhand.  CRASH!  It goes
        backward into heavy loading equipment.

                   Come on!

        The Queen emerges as a blur of rage, lashing with
        unbelievable fury.  The battle is joined.

        Claws swipe, tail lashes.  Ripley parries with radical
        swipes of the steel forks.  They circle in a whirling
        blur, demolishing everything in their path.  The cavernous
        chamber echoes with nightmarish sounds...WHINE, CRASH,

        They lock in a death embrace. Ripley closes the forks,
        crushing two of the creature's limbs.  It lashes and
        writhes with incredible fury, coming within inches of her
        exposed body.  She lifts it off the ground.  The hind
        legs rip at her, slamming against the safety cage, denting
        it in.  The striking teeth extend almost a meter from
        inside its fanged maw, shooting between the crash-bars.
        She ducks and the teeth slam into the seat cushion
        behind her dead in a spray of drool.  Yellow acid foams
        down the hydraulic arms toward her.  The creature rips
        at high-pressure hoses.  Purple hydraulic fluid sprays
        ...machine blood mixing with alien blood.  They topple,
        off balance.  The Queen pins her.  Ripley hits a switch.
        The power loader's CUTTING TORCH flares on, directly in
        the thing's face.  They roll together, over the lip of

        INT. LOADING LOCK                                       197

        They crash together four meters below, twisted in the
        loader's wreckage.  The Alien shrieks, pinned.

        Ripley pulls her arm out of the controls of the loader
        and claws toward a panel of airlock actuating buttons.
        She slaps the red "INNER DOOR OVERRIDE" and latches the
        "HOLD" locking-key down.  A KLAXON begins to sound.  She
        hits "OUTER DOOR OPEN" and there is a hurricane shriek of
        air as the doors on which they are lying separate,
        REVEALING the infinite pit of stars, below.

        All this time the Alien has been lashing at her in a
        frenzy and she has been parrying desperately in the
        confined space.  The airlock becomes a wind tunnel,
        blasting and buffetting her as she struggles to unstrap
        from the loader.  The air of the vast ship howls past her
        into space as she claws her way up a service ladder.

        INT. CARGO BAY                                          198

        Newt screams as the hurricane airstream sucks her across
        the floor toward the airlock.   Bishop, torn virtually in
        two, his pastalike internal organs whipped by the wind,
        grips a stanchion and reaches desperately for Newt as she
        slides past him.  He catches her arm and hangs on as she
        dangles, doll-like, in the airblast.

        INT. LOADING LOCK                                       199

        The Alien seizes Ripley's ankle.  She locks her arms
        around a ladder rung, feels them almost torn out of
        their shoulder sockets.

        The door opens farther, all of space yawning below.  The
        loader tumbles clear, falling away.  It drags the Alien,
        still clutching one of Ripley's lucky hi-tops, into the
        depths of space.  Its SHRIEK fades, it gone.

        With all her strength Ripley fights the blasting air,
        crawling over the lip of the inner doorway.  She releases
        the OVERRIDE from a second panel.  The inner doors close.
        The turbulent air eddies and settles.

        She lies on her back, drained of all strength.  Gasping
        for breath.  Weakly she turns her head, seeing Bishop
        still holding Newt by the arm.  Encrusted with his own
        vanilla milkshake blood.  Bishop gives her a small, grim

                   Not bad for a human.

        He winks.

        Ripley crosses to Newt.


                   Right here, baby.  Right here.

        Ripley hugs her desperately.

        INT. CORRIDOR                                           200

        Ripley limps along the corridor, carrying Newt on her hip.
        The ship's systems hum comfortingly.  Newt's head rests
        on her shoulder.

                   Are we going to sleep now?

                   That's right.

                   Can we dream?

                   Yes, honey.  I think we both can.

        HOLD ON THEM AS they recede down the long straight

                                                         FADE OUT

                               THE END