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"ALIENS"


                                 by


                            James Cameron




                                                  FIRST DRAFT
                                                  May 28, 1985

                               ALIENS
       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
       room.
       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.
                                  LEADER
                          (filtered)
                   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
       canopy.
       ANGLE INSIDE CAPSULE  as light stabs in where the dust is
       wiped away, illuminating a WOMAN, her face in peaceful
       repose.
       WARRANT OFFICER RIPLEY, sole survivor of the Nostromo.
       Nestled next to her is JONES, the ship's wayward cat.
                                  LEADER
                          (voice over; filtered)
                   Lights are green.  She's alive. 
                   Well, there goes out salvage, guys.
                                                       DISSOLVE TO:
       INT. HOSPITAL ROOM - TIGHT ON RIPLEY - GATEWAY STATION    3 
       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
       cheeriness.
                                  MED-TECH
                   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.
                                  MED-TECH
                   And how are we today?
                                  RIPLEY
                          (weakly)
                   Terrible.
                                  MED-TECH
                   Just terrible?  That's better
                   than yesterday at least.
                                  RIPLEY
                   How long have I been on
                   Gateway station?
                                  MED-TECH
                   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.
                                  RIPLEY
                   Jones!
       She grabs the cat like a life preserver.
                                  RIPLEY
                          (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."
                                  MAN
                   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.
                                  RIPLEY
                   How long was I out there?  They
                   won't tell me anything.
                                  BURKE
                          (soothing)
                   Well, maybe you shouldn't worry
                   about that just yet.
       Ripley grabs his arm, surprising him.
                                  RIPLEY
                   How long?
       Burke gazes at her, thoughtful.
                                  BURKE
                   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.
                                  RIPLEY
                   Fifty-seven...oh, Christ...
                                  BURKE
                   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.
                                  MED-TECH
                          (shouting)
                   Code Blue!  415.  Code Blue!
                   4-1-5!
       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.
                                  RIPLEY
                   No...noooo!
       They try to restrain her as she thrashes, knocking over
       equipment.  Her EKG races like mad.  Jones, under a
       cabinet, hisses wide-eyed.
                                  DOCTOR
                   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
       CHITTERING HORROR...IT SCREECHES.
       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
       face.
                                  MED-TECH
                   Bad dreams again?  Do you want
                   something to help you sleep?
                                  RIPLEY
                          (faint)
                   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.
                                  RIPLEY
                   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.
                                  RIPLEY
                          (voice over)
                   Dumbshit.
       WIDER ANGLE  as Jones steps back confused from the
       HIGH-RESOLUTION ENVIRONMENTAL WALL SCREEN, a sort of
       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.
                                  BURKE
                   Sorry...I've been running behind
                   all morning.
       Ripley seems healthier now, but still a bit brittle.
                                  RIPLEY
                   Have they located my daughter
                   yet?
                                  BURKE
                   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.
                                  RIPLEY
                   Is she...?
                                  BURKE
                          (scanning)
                   Amanda Ripley-McClaren.  Married
                   name, I guess.  Age:  sixty-six
                   ...at time of death.  Two years
                   ago.
                          (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.
                                  RIPLEY
                   Amy.
                                  BURKE
                          (reading)
                   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
       past.
                                  RIPLEY
                   I promised her I'd be home for
                   her birthday.  Her eleventh
                   birthday.  I sure missed that
                   one.
                          (pause)
                   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.
                                  RIPLEY
                   You always think you can make it
                   up to somebody...later, you know.
                   But now I never can.  I never
                   can.
       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.
                                  BURKE
                          (gently)
                  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.
                                  RIPLEY
                   You read my deposition...it's
                   complete and accurate.
                                  BURKE
                   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...
                                  RIPLEY
                   I get the picture.
                                  BURKE
                   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.
                                  RIPLEY
                   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
                   story?
       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 
                          (dryly)
                   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.
                                  RIPLEY
                   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.
                                  RIPLEY
                   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
                   describe...
                                  RIPLEY
                          (losing it) 
                   That's because I blew it out the
                   Goddamn airlock!
                          (pause)
                   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.
                                  RIPLEY
                   I told you, it wasn't indigenous.
                   There was an alien spacecraft there.
                   A derelict ship.  We homed on its
                   beacon...
                                  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
                          statement)
                   ...'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.
                                  RIPLEY
                   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...
                                  RIPLEY
                          (louder, stepping
                          on him)
                   ...because just one of those
                   things managed to kill my entire
                   crew, within twelve hours of
                   hatching...
       Van Leuwen stands, out of patience.
                                  VAN LEUWEN
                   Thank you, that will be all.
       Ripley stares him down, glowering at the board.
                                  RIPLEY
                   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.
                                  BURKE
                   You had them eating out of your
                   hand, kiddo.
                                  RIPLEY
                   They had their minds made up
                   before I even went in there.
                   They think I'm a head case.
                                  BURKE
                          (cheerfully)
                   You are a head case.  Have a donut.
       INT. CONFERENCE ROOM - TIGHT ON RIPLEY - LATER            8
       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
                   officer.
       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
                   tech...
       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.
                                  RIPLEY
                          (insistent)
                   Why won't you check out LV-426?
                                  VAN LEUWEN
                          (condescendingly)
                   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.
                                  RIPLEY
                   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.
                                  RIPLEY
                   How many colonists?
                                  VAN LEUWEN
                   Sixty, maybe seventy families.
                                  RIPLEY
                          (low)
                   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
       floodlights.
       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,
       SIMPSON.
                                  LYDECKER
                   You remember you sent some
                   wildcatters out to that
                   plateau, out past the Ilium
                   range, a couple days ago?
                                  SIMPSON
                   Yeah.  What?
                                  LYDECKER
                   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.
                                  SIMPSON
                   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
                   ask.'
                                  LYDECKER
                   So what do I tell this guy?
                                  SIMPSON
                   Tell him, as far as I'm concerned,
                   he finds something it's his.
       EXT. ACHERON - THE MIDDLE OF NOWHERE - A SIX-WHEELED     14
       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.
                                  JORDEN
                          (gloating cackle)
                   Look at this fat, juicy magnetic
                   profile.  And it's mine, mine,
                   mine.
                                  ANNE
                   Half mine, dear.
       NEWT, their six-year-old daughter, yells from the back...
                                  NEWT
                   And half mine!
                                  JORDEN
                   I got too many partners.
                                  NEWT
                   Daddy, when are we going back
                   to town?
                                  JORDEN
                   When we get rich, Newt.
                                  NEWT
                   You always say that.  I wanna go
                   back.  I wanna play 'Monster Maze.'
       Her older brother TIM sticks his jeering face close to
       hers.
                                  TIM
                   You cheat too much.
                                  NEWT
                   Do not.  I'm just the best.
                                  TIM
                   Do too!  You go in places we
                   can't fit.
                                  NEWT
                   So!  That's why I'm the best.
                                  ANNE
                   Knock it off!  I catch either of
                   you playing in the air ducts again
                   I'll tan your hides.
                                  NEWT
                   Mom.  All the kids play it...
                                  JORDEN
                          (reverently)
                   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.
                                  JORDEN
                   Folks, we have scored big this
                   time.
       EXT. TRACTOR                                             16
       Jorden and Anne step down, wearing ENVIRONMENT SUITS.
       Carrying LIGHTS, PACKS, CAMERAS, TEST GEAR.  Their
       breath clouds in the chill air.
                                  ANNE
                   You kids stay inside.  I mean
                   it!  We'll be right back.
       They trudge toward the alien derelict.
                                  ANNE
                   Shouldn't we call in?
                                  JORDEN
                   Let's wait till we know what to
                   call it in as.
                                  ANNE
                          (nervous)
                   How about 'big weird thing'?
       They pause at a twisted gash in the hull.  Blackness
       inside.
       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.
                                  TIM
                   Cheater!
       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.
                                  NEWT
                   Timmy...they've been gone a
                   long time.
       Tim considers the night.  The wind.  The vast landscape.
       He bites his lip.
                                  TIM
                          (quavering)
                   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.
                                  ANNE
                   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
                          (o.s.)
                   Hey, Bob!  I heard you and the
                   family are heading off for the
                   colonies!
                                  BON
                          (o.s.)
                   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
       slightly.
                                  BURKE
                   Hi, Ripley.  This is
                   Lieutenant Gorman of the...
       SLAM.  Burke buzzes again.  Talks to the door...
                                  BURKE
                   Ripley we have to talk.
                          (pause) 
                   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.
                                  RIPLEY
                   No.  There's no way!
                                  BURKE
                   Hear me out...
                                  RIPLEY
                   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.
                                  BURKE
                   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.
                                  GORMAN
                   You wouldn't be going in with the
                   troops.  I can guarantee your
                   safety.
                                  BURKE
                   These Colonial Marines are
                   some tough hombres, and they're
                   packing state-of-the-art firepower.
                   Nothing they can't handle...right,
                   Lieutenant?
                                  GORMAN
                          (cool)
                   We're trained to deal with these
                   kinds of situations.
                                  RIPLEY
                          (to Burke)
                   What about you?  What's your
                   interest in this?
                                  BURKE
                   Well, the corporation co-financed
                   that colony with the Colonial
                   Administration, against mineral
                   rights.  We're getting into a lot
                   of terraforming...'Building Better
                   Worlds.'
       Burke is revealing his early days in sales.
                                  RIPLEY
                   Yeah, yeah.  I saw the commercial.
                                  BURKE
                   I heard you were working in the
                   cargo docks.
                                  RIPLEY
                          (defensive)
                   That's right.
                                  BURKE
                   Running loaders, forklifts, that
                   sort of thing?
                                  RIPLEY
                          (shrugging)
                   It's all I could get.  Anyway,
                   it keeps my mind off of...
                   everything.  Days off are worse.
                                  BURKE
                   What if I said I could get you
                   reinstated as a flight officer?
                   And that the company has agreed
                   to pick up your contract?
                                  RIPLEY
                   If I go.
                                  BURKE
                   If you go.
                          (pause)
                   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...
                                  RIPLEY
                          (frosty)
                   Spare me, Burke.  I've had my
                   psych evaluation this month.
       Burke leans close, a let's-cut-the-crap intimacy.
                                  BURKE
                   Yes, and I've read it.  You
                   wake up every night, sheets
                   soaking, the same nightmare
                   over and over...
                                  RIPLEY
                          (shouting)
                   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.
                                  BURKE
                   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.
                                  BURKE
                          (on video phone)
                   Yello?  Oh, Ripley.  Hi...
                                  RIPLEY
                   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
                   ...forever.
                                  BURKE
                   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.
                                  RIPLEY
                   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...
                                  RIPLEY
                   And you my dear, are staying
                   right here.
       Jones blinks, cynical cat eyes..."count me right
       out."
                                                       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...
       functional.
       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.
                                  SPUNKMEYER
                   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.
                                  DRAKE
                   They ain't payin' us enough
                   for this.
                                  DIETRICH
                   Not enough to have to wake up
                   to your face, Drake.
                                  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.
                                  HUDSON
                   This floor's freezing.
                                  APONE
                   Christ.  I never saw such a
                   buncha old women.  You want me
                   to fetch your slippers, Hudson?
                                  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.
                                  HUDSON
                   Hey, Vasquez...you ever been
                   mistaken for a man?
                                  VASQUEZ
                   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.
                                  FROST
                   Hey, hand job, you take my
                   towel?
                                  SPUNKMEYER
                          (overlapping)
                   I need some slack, man.  How
                   come they send us straight back
                   out like this?  We got some slack
                   comin', man.
                                  HICKS
                   You just got three weeks.
                                  SPUNKMEYER
                   I mean breathing, not this frozen
                   shit.
                                  DIETRICH
                   Yeah, 'Top'...what about it?
                                  APONE
                   You know it ain't up to me.
                          (louder)
                   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.
                                  VASQUEZ
                   Who's the fresh meat again?
                                  FERRO
                   She's supposed to be some kinda
                   consultant...
                   (exaggerated)
                   ...She was an alien once.
                                  HUDSON
                   Whoooah!  No shit?  I'm impressed.
                                  APONE
                   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.
                                  HUDSON
                   Hey, 'Top.'  What's the op?
                                  APONE
                   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.
                                  SPUNKMEYER
                   Shee-it.  Dumbass colonists.
                   What's this crap supposed to be?
                                  WIERZBOWSKI
                   Cornbread, I think.  Hey, I wouldn't
                   mind getting me some more a
                   that Arcturan poontang.  Remember
                   that time?
                                  HICKS
                          (low)
                   Looks like that new Lieutenant's
                   too good to eat with us grunts.
                                  WIERZBOWSKI
                          (glancing
                          over shoulder)
                   Yeah.  Got a corn cob up his ass,
                   definitely.
       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.
                                  BISHOP
                   I'm sorry you feel that way
                   about Synthetics, Ripley.
       Ripley spins on Burke, her tone accusing.
                                  RIPLEY
                   You never said anything about an
                   android being here!  Why not?
                                  BURKE
                   Well, it didn't occur to me.  It's
                   been policy for years to have a
                   synthetic on board.
                                  BISHOP
                   I prefer the term 'artificial person'
                   myself.  Is there a problem?
                                  BURKE
                   A synthetic malfunctioned on her
                   last trip out.  Some deaths were
                   involved.
                                  BISHOP
                   I'm shocked.  Was it an older model?
                                  BURKE
                   Cyberdyne Systems 120-A/2.
       Bishop turns to Ripley, very conciliatory.
                                  BISHOP
                   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.
                          (smiling)
                   More cornbread?
       WHAM!  Ripley knocks the plate out of his hand, halfway
       across the room.
                                  RIPLEY
                   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.
                                  WIERZBOWSKI
                   She don't like the cornbread
                   either.
       INT. READY ROOM - TIGHT ON APONE - ARMORY                33
       bellowing.
                                  APONE
                   Tench-hut!
       WIDER ANGLE  as the troops snap to from their lounging
       among the racks of high-tech weaponry.  Gorman enters
       with Burke and Ripley.
                                  GORMAN
                   At ease.  I'm sorry we didn't
                   have time to brief before we
                   left Gateway but...
                                  HUDSON
                   Sir?
                                  GORMAN
                          (annoyed)
                   Yes, Hicks?
                                  HUDSON
                   Hudson, Sir.  He's Hicks.
                                  GORMAN
                   What's the question?
                                  HUDSON
                   Is this going to be a stand-up
                   fight, Sir, on another bug-hunt?
                                  GORMAN
                   All we know is that there's
                   still no contact with the colony
                   and that a xenomorph may be
                   involved.
                                  WIERZBOWSKI
                   A what?
                                  HICKS
                          (to Wierzbowski;
                          low)
                   It's a bug-hunt.
                          (louder)
                   So what are these things?
       Gorman nods to Ripley, who stands before the troops.
       She sets some RECORDING DISKETTES on the table.
                                  RIPLEY
                   I've dictated what I know on
                   these.
                                  APONE
                   Tease us a bit.
                                  SPUNKMEYER
                   Yeah...previews.
                                  RIPLEY
                   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 --
                                  HUDSON
                   Sounds like you, Hicks.
                                  RIPLEY
                          (controlled)
                   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 --
                                  VASQUEZ
                   I only need to know one thing.
                                  RIPLEY
                   Yes?
                                  VASQUEZ
                   Where they are.
       Vasquez coolly points her finger, cocks her thumbs, and
       blows away an imaginary alien.
                                  DRAKE
                   Yo!  Vasquez.  Kick ass!
                                  VASQUEZ
                   Anytime.  Anywhere.
                                  HUDSON
                   Somebody said alien...she
                   thought they said illegal alien
                   and signed up.
                                  VASQUEZ
                   Fuck you.
                                  HUDSON
                   Anytime.  Anywhere.
                                  RIPLEY
                          (icy)
                   Am I disturbing you conversation
                   Mr. Hudson?
       Hudson settles down, smirking.  Ripley locks eyes with
       Vasquez.
                                  RIPLEY
                   I hope you're right.  I really
                   do.
                                  BURKE
                          (to all)
                   I suggest you study the disks
                   Ripley has been kind enough to
                   prepare for you.
                                  GORMAN
                   Are there any questions?  Hudson?
                                  HUDSON
                   How do I get out of this
                   chicken-shit outfit?
       Gorman scowls then, thanking Ripley with a nod, takes
       over the predrop briefing.
                                  GORMAN
                   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
       instrumentation.
                                  BISHOP
                          (into mike)
                   Attention.  This concluded final
                   maneuvering operations.  Thank
                   you for your cooperation.  You
                   may resume work.
       INT. LOADING BAY - TIGHT ON MASSIVE FORKS - CARGO LOCK   34
       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
       "CATERPILLAR."
       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
       artillery.
       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
       kills.
       INT. LOADING BAY - ANGLE ON BURKE AND GORMAN             38
       with pre-flight activity b.g.
                                  BURKE
                   Still nothing from the colony?
                                  GORMAN
                   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.
                                  FROST
                   Clear, please.
       Ripley jumps aside, nodding apologetically.  She turns.
       Steps hastily back.  Hudson cruises by with a laden
       forklift.
                                  HUDSON
                   Excuse me.
       ANGLE ON APONE  standing with Hicks, as Ripley approaches
       him
                                  RIPLEY
                   I feel like a fifth wheel
                   here.  Is there anything I can
                   do?
                                  APONE
                   I don't know.  Is there anything
                   you can do?
                                  RIPLEY
                          (pointing)
                   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.
                                  RIPLEY
                   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.
       WEB BELTS.  PACKS.  HARNESSES.  HELMETS.  COM-SETS.
       Their fingers move methodically over the fastenings.
       It has its own rhythm...CLICK.  CLICK.  CLICK.
                                  APONE
                   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
       her.
                                  HUDSON
                   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.
                   Check-it-out...
       He slaps the SERVO-CANNON controls in the GUN BAY
       above them.
                                  HUDSON
                   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.
                                  HICKS
                   Save it.
                                  HUDSON
                   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.
                                  BURKE
                   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...
       enigmatic.
       INT. COCKPIT                                             42
       Ferro and Spunkmeyer run rapidly through the switches.
                                  FERRO
                   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.
                                  FERRO
                          (icy calm)
                   Switching to DCS ranging.
                                  SPUNKMEYER
                   Two-four-o.  Nominal to profile.
                   Picking up some hull ionization.
                                  FERRO
                   Got it.  Rough air ahead.
       INT. HOLD - APC                                          47
       TIGHT ON HICKS  asleep in his harness.
                                  FERRO
                          (voice over;
                          filtered)
                   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.
                                  RIPLEY
                   How may drops is this for you,
                   Lieutenant?
                                  GORMAN
                   Thirty-eight...simulated.
                                  VASQUEZ
                   How many combat drops?
                                  GORMAN
                   Well...two.  Three, including
                   this one.
       Vasquez and Drake exchange do-you-believe-this-shit
       expressions.  Ripley looks accusingly at Burke.
       INT. COCKPIT                                             48
                                  FERRO
                   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
       visible.
       INT. HOLD - APC                                          50
       Stumbling as the ship pitches, Ripley makes her way
       forward to the MOBILE TACTICAL OPERATIONS BAY (MTOB),
       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.
                                  GORMAN
                   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.
                                  GORMAN
                          (o.s)
                   ...that's better.  Pan it around
                   a bit.
                                  APONE
                   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
       harnesses.
       Ripley watches the AP station loom on the exterior
       screens.
                                  RIPLEY
                   That the atmosphere processor?
                                  BURKE
                   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.
                                  GORMAN
                          (to Ferro via mike)
                   Hold at forty.  Slow circle of
                   the complex.
                                  RIPLEY                                   
                   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.
                                  GORMAN
                          (to Apone)
                   Okay, let's do it.
                                  APONE
                   Awright!  I want a nice clean
                   dispersal this time.
       Ripley turns as Vasquez squeezes past her.
                                  VASQUEZ
                   You staying in here?
                                  RIPLEY
                   You bet.
                                  VASQUEZ
                          (turning away)
                   Figures.
                                  GORMAN
                          (to Ferro via mike)
                   Set down sixty meters this side
                   of the telemetry mast.  Immediate
                   dust off on my 'clear,' then stay
                   on station.
                                  APONE
                   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.
                                  GORMAN
                          (voice over;
                          filtered)
                   First squad up, on line.  Hicks,
                   get yours in a cordon.  Watch the
                   rear.
                                  APONE
                   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.
                                  APONE
                   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.
                                  APONE
                   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.
                                  GORMAN
                          (voice over;
                          filtered)
                   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.
                                  GORMAN
                   Quarter and search by twos.  Second
                   team move inside.  Hicks, take the
                   upper level.  Use your motion
                   trackers.
       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.
                                  HICKS
                   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.
                                  BURKE
                   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
       rainwater.
       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.
                                  RIPLEY
                   Wait!  Tell him to...
                          (plugs in
                          headset jack)
                   ...Hicks.  Back up.  Pan left.
                   There!
       TIGHT ON MONITOR  as the image shifts, revealing a
       section of wall corroded almost through in an irregular
       pattern.
       TIGHT ON RIPLEY  knowing what it is.
                                  HICKS
                          (voice over;
                          filtered)
                  You seeing this okay?  Looks
                  melted.
       Burke raises an eyebrow at Ripley.
                                  BURKE
                   Hmm.  Acid for blood.
                                  HICKS
                          (voice over;
                          filtered)
                   Looks like somebody bagged them
                   one of Ripley's bad guys here.
       INT. FIRST LEVEL                                         62
       Hudson is looking at something.
                                  HUDSON
                   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.
                                  APONE
                   Second squad?  What's your status?
                                  HICKS
                          (voice over;
                          filtered)
                   Just finished our sweep.
                   Nobody home.
                                  APONE
                          (to Gorman)
                   The place is dead, Sir.  Whatever
                   happened, we missed it.
       INT. APC                                                 63
       Gorman turns to the others.
                                  GORMAN
                   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
                   tower...
       INT. FIRST LEVEL                                         64
                                  GORMAN
                          (voice over)
                   ...We're coming in.
                                  HUDSON
                          (cupping his mike)
                   He's coming in.  I feel safer
                   already.
                                  VASQUEZ
                          (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.
                                  HUDSON
                          (voice over;
                          filtered)
                   Sir, the CPU is on-line.
                                  GORMAN
                   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
       switch.
       EXT. APC - SOUTH LOCK                                    67
       The crew-door opens and Ripley emerges.  In time to see
       the lock doors rumbling closed.
                                  RIPLEY
                          (shouting)
                   Burke!
       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.
                                  WIERZBOWSKI
                   Scare you?
                                  RIPLEY
                   Christ, Wierzbowski!
                                  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.
                                  GORMAN
                          (to Burke)
                   Looks like you company can write
                   off its share of this colony.
                                  BURKE
                          (unconcerned)
                   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.
                                  FRONT
                   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.
                                  FROST
                   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
       opening.
       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.
                                  WIERZBOWSKI
                   Last stand.
                                  GORMAN
                   No bodies?
                                  FROST
                   No, Sir.  Looks like it was a
                   helluva fight.
       TIGHT ON RIPLEY  transfixed by something.
                                  RIPLEY
                          (low)
                   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
       example.
                                  BURKE
                   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.
                                  RIPLEY
                   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."
                                  HICKS
                          (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.
                                  BURKE
                   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.
                                  RIPLEY
                          (reading)
                   Removed surgically before embryo
                   implantation.  Subject:  Marachuk,
                   John L.   Died during procedure.
                          (looking up)
                   They killed him getting it off.
                                  HICKS
                   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.
                                  HICKS
                   Behind us.
       He gestures at the corridor they just passed through.
                                  RIPLEY
                   One of us?
                                  GORMAN
                          (into headset)
                   Apone...where are your people?
                   Anybody in D-Block?
                                  APONE
                          (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.
                                  HICKS
                   It's moving.
       Vasquez is scanning, gaze intense.  The other troops
       grip their weapons tightly.
                                  VASQUEZ
                   Which way?
       Hicks nods toward a complicated array of food
       processing equipment.  They move forward, weapons
       leveled.
       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.
                                  VASQUEZ
                   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.
                                  RIPLEY
                          (soothingly)
                   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.
                                  HICKS
                   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
       JEWELRY, COMIC BOOKS, EMPTY FOOD PACKETS, even a
       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
       scream.
                                  RIPLEY
                   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.
       CLOSE ON NEWT'S TRAUMATIZED, VACANT STARE  her lips
       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:
                     FIRST GRADE CITIZENSHIP AWARD
                             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.
                                  GORMAN
                          (o.s.)
                   What's her name again?
                                  DIETRICH
                          (o.s.)
                   Rebecca.
       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.
                                  GORMAN
                   Now think, Rebecca.
                   Concentrate.  Just start at
                   the beginning...
       No response.  Ripley enters, carrying a coffee mug.
                                  GORMAN
                   Where are your parents?  You
                   have to try...
                                  RIPLEY
                          (sharply)
                   Gorman!  Give it a rest would
                   you.
       Gorman stands with a sigh of dismissal.
                                  GORMAN
                   Total brain-lock.
                                  DIETRICH
                          (shrugs)
                   Physically she's okay.
                   Borderline malnutrition, but
                   I don't think any permanent
                   damage.
       She unsnaps the bio-monitoring cuff.
                                  GORMAN
                   Come on, we're wasting our
                   time.
       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.
                                  RIPLEY
                   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.
                                  RIPLEY
                          (soothing)
                   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.
                                  RIPLEY
                   Uh oh.  I made a clean spot
                   here.  Now I've done it.  Guess
                   I'll just have to do the whole
                   thing.
       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.
                                  RIPLEY
                   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.
       Searching.
       Hudson bashes at the keyboard, his fingers dancing
       expertly.
                                  BURKE
                          (to Gorman)
                   What's he scanning for?
                                  GORMAN
                   PDT'S.  Personal-Data Transmitters.
                   Every adult colonist had one
                   surgically implanted.
                                  HUDSON
                   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.
                                  RIPLEY
                   I don't know how you managed
                   to stay alive but you're one
                   brave kid, Rebecca.
       Newt's voice is almost inaudible.
                                  NEWT
                   N-newt.
       Ripley leans closer.  Feels like she's breathing
       on coals.  The sound was incomprehensible.
                                  RIPLEY
                   What did you say?
                                  NEWT
                   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.
                                 RIPLEY
                  Well, Newt it is then.  My
                  name's Ripley...and people
                  call me Ripley.
       Ripley picks up her tiny limp hand, shaking it
       formally.
                                 RIPLEY
                  Pleased to meet you.  And who
                  is this?  Does she have a
                  name?
       Newt glances at the disembodied doll, still clutched
       in one filthy hand.
                                 NEWT
                  Casey.  She's my only friend.
                                 RIPLEY
                  What about me?
       Newt's reply is flat, neutral.
                                 NEWT
                  I don't want you for a friend.
                                 RIPLEY
                  Why not?
                                 NEWT 
                  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.
                                 RIPLEY
                  Oh, Newt.  You mom and dad
                  went away like that, didn't
                  they?
       
       Newt nods, staring at her knees.
                                 RIPLEY
                         (soothingly)
                  They'd be here if they could,
                  honey.  I know they would.
                                 NEWT
                         (with cold certainty)
                  They're dead.
                                 RIPLEY
                  Newt.  Look at me...Newt.  I
                  won't leave you.  I promise.
                                 NEWT
                  You promise?
                                 RIPLEY
                  Cross my heart.
                                 NEWT
                  And hope to die?
       Ripley smiles grimly at the inadvertently macabre
       expression.
                                 RIPLEY
                         (quietly)
                  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
       breakthrough.
       Ripley closes her eyes, hoping that this promise
       can be kept.
       INT. OPERATIONS                                          76
       Everyone jumps as Hudson cries out triumphantly.
                                 HUDSON
                  Hah!  Stop your grinnin' and
                  drop your linen!  Found 'em.
                                 GORMAN
                  Alive?
                                 HUDSON
                  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.
                                 HICKS
                  Looks like a Goddamn town
                  meeting.
                                 GORMAN
                  Let's saddle up.
                                 APONE
                  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
       field.
       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.
                                 NEWT
                  I was the best at the game.
                  I knew the whole maze.
                                 RIPLEY
                  The 'maze'?  You mean the
                  air ducts?
                                 NEWT
                  Yeah, you know.  In the walls,
                  under the floor.  I was the
                  ace.  I could hide better
                  than anybody.
                                 RIPLEY
                  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
       labyrinth.
                                 GORMAN
                         (voice over; static)
                  Forty meters in.  Ramp on
                  axial two-two.  Access to
                  sublevels.
       The troopers start down the open rampway.  Light
       filters down through several levels of steel mesh
       floor, catwalks and pipes.  Below that is darkness.
                                 GORMAN
                         (voice over; static)
                  B-Level.  Next one down.
       The thrumming of machines grows louder as they
       descend.
       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.
                                 GORMAN
                         (to team)
                  We're not making that out too
                  well.  What is it?
                                 HUDSON
                         (voice over; static)
                  You tell me.  I only work
                  here.
       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
       added.
       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.
                                 GORMAN
                  What is it?
                                 RIPLEY
                  I don't know.
                                 GORMAN
                         (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.
                                 RIPLEY
                         (low)
                  Oh God...
       
       CLOSE ON VIDEO  as it PAN SLOWLY...REVEALING a
       bas-relief of detritus from the colony:  furniture,
       wiring, human bones, skulls...Fused together with a
       translucent, epoxylike substance.
                                 DIETRICH
                         (voice over; static)
                  Looks like some sort of secreted
                  resin.
                                 GORMAN
                  They ripped apart the colony
                  for building materials.
                                 RIPLEY
                  And the colonists...When they
                  were done with them.
                         (turning)
                  Newt, you better go sit up
                  front.  Go on.
       INT. ALIEN STRUCTURE                                     85
       Steam swirls around them as the troopers move deeper
       inside.
                                 FROST
                  Hotter'n hell in here.
                                 HUDSON
                  Yeah...but it's a dry
                  heat.
       INT. APC                                                 86
       Ripley leans forward suddenly, studying the graphic
       readout of the STATION GROUND PLAN.
                                 RIPLEY
                  They're right under the
                  primary heat exchangers.
                                 BURKE
                  Yeah?  Maybe the organisms like
                  the heat, that's why they built...
                                 RIPLEY
                  That's not what I mean.  Gorman,
                  if your men have to use their
                  weapons in there, they'll rupture
                  the cooling system.
                                 BURKE
                         (realizing)
                  She's right.
                                 GORMAN
                  So.
                                 RIPLEY
                  So...then the fusion
                  containment shuts down.
                                 GORMAN
                         (impatient)
                  So?  So?
                                 BURKE
                  We're talking thermonuclear
                  explosion.
                                 GORMAN
                  Shit.
                         (into
                         mike)
                  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.
                                 WIERZBOWSKI
                  Is he fucking crazy?
                                 HUDSON
                  What're we supposed to use,
                  man?  Harsh language?
                                 GORMAN
                         (voice over; static)
                  Flame-units only.  I want
                  rifles slung.
                                 APONE
                  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.
                                 HICKS
                         (low,
                         to Hudson)
                  I always keep this handy.
                  For close encounter.
                                 APONE
                         (o.s.)
                  Let's move.  Hicks, back
                  us up.
       INT. LARGER CHAMBER                                      88
       The air is thick.  Lights flare.
                                 GORMAN
                         (voice over;
                         very faint)
                  Any movement?
       Hudson watches his tracker, scanning.
                                 HUDSON
                  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.
                                 DIETRICH
                  Sir!
       The woman's lips move feebly.
                                 WOMAN
                  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.
                                 APONE
                  Flame thrower!  Move!
       Frost hands it to him.  Suddenly, the woman's chest
       EXPLODES in a gout of blood.  A SMALL FANGED HEAD
       EMERGES, HISSING VICIOUSLY.
       Apone pulls the trigger.  Then the other troopers
       carrying flame throwers open fire.  An orgy of
       purging fire.  The cocoons vanish in the shimmering
       heat.
       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.
                                 HUDSON
                  Movement!
                                 APONE
                  Position?
                                 HUDSON
                  Can't lock up...
                                 APONE
                         (with an edge)
                  Talk to me, Hudson.
                                 HUDSON
                  Uh, seems to be in front
                  and behind.
       INT. APC                                                 91
       Gorman is plating with the gain controls on the
       monitors.
                                 GORMAN
                  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.
                                 RIPLEY
                         (low)
                  Pull you team out, Gorman.
       INT. COCOON CHAMBER - TIGHT ON SEVERAL WALLS AND         92
       CEILING NICHES
       as they come alive.  Bonelike, tubelike shapes shift,
       becoming emerging ALIENS.  Dimly glimpsed...glints
       of slime.  Silhouettes.
                                 APONE
                  Go to infrared.  Looks sharp
                  people!
       The squad members snap down their image-intersifier
       visors.
                                 HUDSON
                  Multiple signals.  All round.
                  Closing.
       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.
                                 VASQUEZ
                  Let's rock.
       They OPEN UP simultaneously, lighting up the smoke
       like welders' arcs.
                                 GORMAN
                         (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.
                                 HUDSON
                         (voice over)
                  Let's get the fuck out of
                  here!
                                 HICKS
                         (voice over)
                  Not that tunnel, the other
                  one!
                                 CROWE
                         (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?
                                 RIPLEY
                         (to Gorman)
                  GET THEM OUT OF THERE!  DO
                  IT NOW!
                                 GORMAN
                  Shut up.  Just shut up!
       CRASH!  Crowe's telemetry cuts off like the plug was
       pulled.  Flat line.
                                 GORMAN
                  Uh,...Apone, I want you to
                  lay down a suppressing fire
                  with the incinerators and
                  fall back by squads to the
                  APC, over.
                                 APONE
                         (voice over;
                         heavy static)
                  Say again?  All after
                  incinerators?
       Ripley watches it fall apart.
                                 GORMAN
                  I said...
       INT. COCOON CHAMBER                                      96
       Apone adjusts his headset.
                                 GORMAN
                         (voice over;
                         static)
                  ...lay down (garbled) ...by
                  squads to...(garbled)
       Gorman's voice breaks up completely.  A SCREAM.
       Apone whirls, uncertain.
                                 APONE
                  Dietrich?  Crowe?  Sound
                  off!  Wierzbowski?
       Nothing.  He spins.  Almost blows Hudson's head
       off.
                                 HUDSON
                         (freaked)
                  We're getting juked!  We're
                  gonna die in here!
       Apone hands him a magazine.  Hudson slaps it home,
       looking truly terrified.
                                 APONE
                  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.
                                 GORMAN
                         (distantly)
                  I told them to fall back...
                                 RIPLEY
                         (viciously)
                  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
       APC.
                                 RIPLEY
                         (in passing)
                  Newt, put your seatbelt on!
       Ripley jumps into the driver's seat of the APC.  Takes
       a deep breath.  Starts slapping switches.
                                 GORMAN
                  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.
                                 GORMAN
                         (shrill)
                  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
       open.
       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
       thrower.
       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
       inside.
                                 VASQUEZ
                  Drake!  He's down!
       Hicks screams right in her face.
                                 HICKS
                  He's gone!  Forget it, he's
                  gone!
                                 VASQUEZ
                         (irrational)
                  No.. No, he's not.  He's --
       Burke and Hudson help him drag her from the door.
                                 HICKS
                         (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.
                                 HICKS
                  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-
                                                               105
       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.
                                 HICKS
                  It's okay...we're clear.  We're
                  clear.  Ease up.
       The grinding clatter becomes deafening even as she
       slows the machine.
                                 HICKS
                  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.
                                 RIPLEY
                  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.
                                 RIPLEY
                  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.
                                 HUDSON
                  Jesus...Jesus...I don't believe
                  it.
       Burke tries to have a look at Hudson's arm.
                                 HUDSON
                         (jerking away)
                  I'm all right, leave it!
       Ripley joins Hicks who is bent over Gorman, checking
       for a pulse.
                                 HICKS
                  He's alive.  I think he's paralyzed.
                                 VASQUEZ
                  He's fucking dead!
       She grabs Gorman by the collar, hauling him up roughly,
       ready to pulp him with her other fist.
                                 VASQUEZ
                         (to Gorman)
                  Wake up pendejo!  I'm gonna kill
                  you, you useless fuck!
       Hicks pushes her back.  Right in her face.
                                 HICKS
                  Hold it.  Hold it.  Back off, right
                  now.
       Vasquez releases Gorman.  His head smacks the deck.
       Ripley opens Gorman's tunic, revealing a bloodless
       purple puncture wound.
                                 RIPLEY
                  Looks like it stung him.
                                 HUDSON
                  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.
                                 HUDSON
                  They must be like Gorman.  Their
                  signs are real low but they ain't
                  dead!
       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.
                                 RIPLEY
                  You can't help them.  Right now
                  they're being cocooned just like
                  the others.
                                 HUDSON
                         (sagging)
                  Oh, God.  Jesus.  This ain't
                  happening.
       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.
                                 SPUNKMEYER
                  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.
                                 VASQUEZ
                  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?
                                 HUDSON
                  Look, man, let's just bug out and
                  call it even, okay?
                                 RIPLEY
                         (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.
                                 BURKE
                  Now hold on a second.  I'm not
                  authorizing that action.
                                 RIPLEY
                  Why not?
       Burke senses the challenge in her tone and backpedals
       flawlessly into conciliatory mode.
                                 BURKE
                  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 --
                                 RIPLEY
                  They can bill me.  I got a tab
                  running.  What's second?
                                 BURKE
                  This is clearly an important
                  species we're dealing with here.
                  We can't just arbitrarily
                  exterminate them --
                                 RIPLEY
                  Bullshit!
                                 VASQUEZ
                  Yeah, bullshit.  Watch us.
                                 HUDSON
                  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.
                                 RIPLEY
                  Look, Burke.  We had an agreement.
       Burke moves in, lowering his voice.  He takes her aside
       from the others.
                                 BURKE
                  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.
                                 RIPLEY
                  You son of a bitch.
                                 BURKE
                         (hardening)
                  Don't make me pull rank, Ripley.
                                 RIPLEY
                  What rank?  I believe Corporal Hicks
                  has authority here.
                                 BURKE
                  Corporal Hicks!?
                                 RIPLEY
                  This operation is under military
                  jurisdiction and Hicks is next in
                  chain of command.  Right?
                                 HICKS
                  Looks that way.
       Burke starts to lose it and it's not a pretty sight.
                                 BURKE
                  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.
                                 HICKS
                         (coolly)
                  None taken.
                         (into mike)
                  Ferro, you copying?
                                 FERRO
                         (voice over; static)
                  Standing by.
                                 HICKS
                  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
       snatched.
                                 BURKE
                  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.
                                 RIPLEY
                  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.
                                 FERRO
                  Spunkmeyer?  Goddammit.
       The compartment door behind her slides slowly back.
                                 FERRO
                         (turning)
                  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.
                                 RIPLEY
                  Run!
       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
       flames...AND CRASHES INTO THE STATION.  A TREMENDOUS
       FIREBALL.
       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...
                                 HUDSON
                         (hysterical)
                  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!
                                 HICKS
                  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.
                                 NEWT
                  I guess we're not leaving, right?
                                 RIPLEY
                  I'm sorry, Newt.
                                 NEWT
                  You don't have to be sorry.  It
                  wasn't your fault.
                                 HUDSON
                         (kicking rocks)
                  Just tell me what the fuck we're
                  supposed to do now.  What're we
                  gonna do now?
                                 BURKE
                         (annoyed)
                  May be could build a fire and
                  sing songs.
                                 NEWT
                  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.
                                 HICKS
                  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.
                                 RIPLEY
                  How long after we're declared
                  overdue can we expect a rescue?
                                 HICKS
                  About seventeen days.
                                 HUDSON
                  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...
                                 RIPLEY
                  She survived longer than that
                  with no weapons and no training.
       Ripley indicates Newt, who salutes Hudson smartly.
                                 RIPLEY
                  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.
                                 HUDSON
                  Aye-firmative.  I'm on it.
                                 BISHOP
                  I'll be in medical.  I'd like to
                  continue my analysis.
                                 RIPLEY
                  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.
                                 RIPLEY
                  This service tunnel is how they're
                  moving back and forth.
                                 HUDSON
                  Yeah, right, it runs from the
                  processing station right into
                  the sublevel here.
       He traces a finger along the abstract ground plan.
                                 RIPLEY
                  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.
                                 HICKS
                  We gotta figure on them getting
                  into the complex.
                                 RIPLEY
                  That's right.  So we put up
                  welded barricades at these
                  intersections...
                         (pointing)
                  ...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,
       satisfied.
                                 HICKS
                  Outstanding.  Then all we need's
                  a deck of cards.  All right, let's
                  move like we got a purpose.
                                 HUDSON
                  Aye-firmative.
                                 NEWT
                         (imitating Hudson)
                  Aye-firmative!
       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.
                                 VASQUEZ
                         (shouting)
                  Testing!
       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
                  Hudson here.  A and B
                  sentries are in place and
                  keyed.  We're sealing the
                  tunnel.
       INT. SECOND LEVEL CORRIDOR                              119
       Hicks pauses in his work.
                                 HICKS
                         (into mike)
                  Roger.
       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
       LOCATING BEEPER.
                                 HICKS
                  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.
                                 HICKS
                  Just a...precaution.  You
                  know.
       Ripley pauses for a moment, regarding him
       quizzically.
                                 RIPLEY
                         (strapping
                         it on)
                  Thanks.
                                 HUDSON
                  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.
                                 RIPLEY
                  Now you just lie here and
                  have a nap.  You're exhausted.
                                 NEWT
                  I don't want to...I have
                  scary dreams.
       This obviously strikes a chord with Ripley, but she
       feigns cheerfulness.
                                 RIPLEY
                  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.
                                 RIPLEY
                  Nothing bad in here.  Maybe
                  you could just try to be like
                  her.
       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."
                                 NEWT
                  Ripley...she doesn't have
                  bad dreams because she's just
                  a piece of plastic.
                                 RIPLEY
                  Oh.  Sorry, Newt.
                                 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.
                                 RIPLEY
                         (quietly)
                  Yes, there are, aren't there.
                                 NEWT
                  Why do they tell little kids
                  that?
       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.
                                 RIPLEY
                  Well, some kids can't handle
                  it like you can.
                                 NEWT
                  Did one of those things grow
                  inside her?
       Ripley begins pulling blankets up an tucking them in
       around her tiny body.
                                 RIPLEY
                  I don't know, Newt.  That's
                  the truth.
                                 NEWT
                  Isn't that how babies come?
                  I mean people babies...they
                  grow inside you?
                                 RIPLEY
                  No, it's different, honey.
                                 NEWT
                  Did you ever have a baby?
                                 RIPLEY
                  Yes.  A little girl.
                                 NEWT
                  Where is she?
                                 RIPLEY
                         (quietly)
                  Gone.
                                 NEWT
                  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
       glow.
                                 NEWT
                  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.
                                 RIPLEY
                  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.
                                 NEWT
                  Don't go!  Please.
                                 RIPLEY
                  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
       down.
                                 RIPLEY
                  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
       comfortingly.
       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.
                                 RIPLEY
                         (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.
                                 BISHOP
                  I've isolated a neuro-muscular
                  toxin responsible for the
                  paralysis.  It seems to be
                  metabolizing.  He should wake
                  up soon.
                                 RIPLEY
                  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.
                                 RIPLEY
                  Which would mean lots of
                  those parasites, right?  One
                  for each person...over a hundred
                  at least.
                                 BISHOP
                  Yes.  That follows.
                                 RIPLEY
                  But these things come from
                  eggs...so where are all the
                  eggs coming from.
                                 BISHOP
                  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.
                                 RIPLEY
                  You're saying one of those things
                  lays all the eggs?
                                 BISHOP
                  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.
                                 RIPLEY
                  Could it be intelligent?
                                 BISHOP
                  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.
                                 RIPLEY
                         (rising)
                  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.
                                 BISHOP
                  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.
                                 RIPLEY
                  Burke!
       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.
                                 BURKE
                  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.
                                 RIPLEY
                  You just try getting a dangerous
                  organism past ICC quarantine.
                  Section 22350 of the Commerce Code.
                                 BURKE
                  You've been doing your homework.
                  Look, they can't impound it if
                  they don't know about it.
                                 RIPLEY
                  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 --
                                 BURKE
                  Now, wait a second --
                                 RIPLEY
                         (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.
                                 RIPLEY
                  You sent them out there and you
                  didn't even warn them, Burke.
                  Why didn't you warn them?
                                 BURKE
                  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,
                  nothing.
       He shrugs, his manner blase, dismissive.
                                 BURKE
                  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.
                                 RIPLEY
                  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.
                                 BURKE
                         (sadly)
                  I expected more of you, Ripley.
                  I thought you would be smarter
                  than this.
                                 RIPLEY
                  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.
                                 HICKS
                  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.
                                 HICKS
                  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.
                                 HUDSON
                  They must be wall to wall in
                  there.  Look  at those ammo counters
                  go.  It's a shooting gallery down
                  there.
       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.
                                 HICKS
                  B gun's dry.  Twenty on A.
                  Ten.  Five.  That's it.
       SILENCE.  Then a GONGLIKE BOOMING echoes eerily up from
       sublevel.
                                 RIPLEY
                  They're at the fire door.
       The BOOMING INCREASES in volume and ferocity.
                                 HUDSON
                  Man, listen to that.
       Mixed with the echoing crash-clang is a nerve-wrecking
       SCREECH of claws on steel.  The intercom buzzes,
       startling them.
                                 BISHOP
                         (voice over)
                  Bishop here.  I'm afraid I have
                  some bad news.
                                 HUDSON
                  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.
                                 BISHOP
                  That's it.  See it?  Emergency
                  venting.
                                 RIPLEY
                  How long until it blows?
                                 BISHOP
                  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.
                                 HICKS
                  We got problems.
                                 HUDSON
                  I don't fucking believe this.
                  Do you believe this?
                                 RIPLEY
                  And it's too late to shut it down?
                                 BISHOP
                  I'm afraid so.  The crash did too
                  much damage.  The overload is
                  inevitable, at this point.
                                 HUDSON
                  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!
                                 VASQUEZ
                  Hudson, give us a break.
       They watch as another gas jet lights up the fog-shrouded
       landscape.
                                 RIPLEY
                         (to Hicks)
                  We need the other drop-ship.  The
                  on one the Sulaco.  We have to
                  bring it down on remote, somehow.
                                 HUDSON
                  How?  The transmitter was on the
                  APC.  It's wasted.
                                 RIPLEY
                         (pacing)
                  I don't care how!  Think of a
                  way.  Think of something.
                                 HUDSON
                  Think of what?  We're fucked.
                                 RIPLEY
                  What about the colony transmitter?
                  That up-link tower down at the
                  other end.  Why can't we use that?
                                 BISHOP
                  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.
                                 RIPLEY
                  Well then somebody's just going
                  to have to go out there.  Take a
                  portable terminal and go out there
                  and plug in manually.
                                 HUDSON
                  Oh, right!  Right!  With those
                  things running around.  No way.
                                 BISHOP
                         (quietly)
                  I'll go.
                                 RIPLEY
                  What?
                                 BISHOP
                  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.
                                 RIPLEY
                  All right.  Let's get on it.  What'll
                  you need?
                                 VASQUEZ
                  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.
                                 HICKS
                  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.
                                 BISHOP
                  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.
                                 RIPLEY
                  It's going to be closer.  You
                  better get going.
                                 BISHOP
                         (cheerfully)
                  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
       complex.
                                 HICKS
                         (voice over)
                  They're in the approach corridor.
                                 RIPLEY
                         (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.
                                 HICKS
                  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.
                                 RIPLEY
                  Now many?
                                 HICKS
                  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.
                                 RIPLEY
                  They retreated.  The guns stopped
                  them.
       The moment stretches.  Everyone exhales slowly.
                                 HICKS
                  Yeah.  But look...
       The digital counters for the two sentry guns read "0"
       and "10" respectively.  Less than a second's worth of
       firing.
                                 HICKS
                  Newt time then can walk right
                  up and knock.
                                 RIPLEY
                  But they don't know that.  They're
                  probably looking for other ways
                  to get in.  That'll take them awhile.
                                 HUDSON
                  Maybe we got 'em demoralized.
                                 HICKS
                         (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.
                                 HICKS
                  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.
                                 RIPLEY
                         (grimly)
                  They'll get us.
                                 HICKS
                  Maybe.  Maybe not.
                                 RIPLEY
                  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?
                                 HICKS
                  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.
                                 HICKS
                  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.
                                 RIPLEY
                  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
       opening.
       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.
                                 HICKS
                  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.
                                 HICKS
                  Just let it drop right out.  Get
                  the other one in quick.  Just
                  slap it in hard, it likes abuse.
                  Now, pull the bolt.
       CLACK.
                                 HICKS
                  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.
                                 RIPLEY
                  What's this?
                                 HICKS
                  Well, that's the grenade launcher
                  ...you probably don't want to
                  mess with that.
                                 RIPLEY
                  Look, you started this.  Now show
                  me everything.  I can handle myself.
                                 HICKS
                  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.
                                 RIPLEY
                  How do you feel?
                                 GORMAN
                  All right, I guess.  One hell
                  of a hangover.  Look, Ripley...
                  I...
                                 RIPLEY
                  Forget it.
       She shoulders by him into the med lab.  Gorman turns to
       see Vasquez staring at him with cold, slitted eyes.
                                 GORMAN
                  You still want to kill me?
                                 VASQUEZ
                         (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.
                                 RIPLEY
                  There, there.  Sssshh.  It's all
                  right.
       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.
                                 BISHOP
                         (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
                  materials.
       INT. OPERATING ROOM - TIGHT ON RIPLEY - MED LAB         141
       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.
                                 RIPLEY
                         (whispers)
                  Newt.  Newt, wake up.
                                 NEWT
                  Wah...?  Where are...?
                                 RIPLEY
                         (whispers)
                  Sssh.  Don't move.  We're in
                  trouble.
       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
       wall.
       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
       SQUEAL.
       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
       threat.
                                 RIPLEY
                         (shouting)
                  Hey...hey!
       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.
                                 RIPLEY
                  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.
                                 HICKS
                         (into mike)
                  Roger.  Check back when you've
                  activated the ship.
                         (turning)
                  He's at the up-link tower.
                                 BURKE
                         (calmly)
                  Excellent.
       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
       port.
       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.
                                 NEWT
                  Mommy...mommmyyyyy...
       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.
                                 NEWT
                  Mommy...I mean, Ripley...I'm
                  scared.
                                 RIPLEY
                  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.
                                 HICKS
                  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
       body.
       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.
                                 HICKS
                  The corner!  Ready?
                                 HUDSON
                  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
       cylinders.
                                 RIPLEY
                         (coughing)
                  Burke...it was Burke.
       INT. OPERATIONS - ANGLE ON HUDSON                       146
       looking decidedly stressed-out.  He grips his rifle
       tightly, AIMED RIGHT AT CAMERA.
                                 HUDSON
                         (intense)
                  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.
                                 HICKS
                         (pacing)
                  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.
                                 RIPLEY
                  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.
                                 HICKS
                  Wait a minute.  We'd know about it.
                                 RIPLEY
                  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.
                                 HUDSON
                  Fuuuck!  He's dead.
                         (to Burke)
                  You're dogmeat, pal.
                                 BURKE
                  This is total paranoid delusion.
                  It's pitiful.
                                 RIPLEY
                         (wearily)
                  You know, Burke, I don't know
                  which species is worse.  You don't
                  see them screwing each other over
                  for a fucking percentage.
                                 HICKS
                         (serious)
                  Let's waste him.
                         (to Burke)
                  No offense.
       Ripley shakes her head, the rage giving way to a
       sickened emptiness.
                                 RIPLEY
                  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.
                                 RIPLEY
                  They cut the power.
                                 HUDSON
                  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.
                                 RIPLEY
                  Newt!  Stay close.
                         (to the others)
                  Let's get some trackers going.
                  Come on, get moving.  Gorman, watch
                  Burke.
       Hudson and Vasquez pick up their scanners and move to
       the door.  Vasquez has to slide it open manually on its
       track.
       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.
                                 RIPLEY
                         (voice over)
                  Anything?
       BEEP.  Hudson's tracker lights up, a faint signal.
                                 HUDSON
                  There's something.
       He pans it around.  Back down the corridor.  It beep
       again, louder.
                                 HUDSON
                  It's inside the complex.
                                 VASQUEZ
                         (voice over)
                  You're just reading me.
                                 HUDSON
                  No.  No!  It ain't you.  They're
                  inside.  Inside the perimeter.
                  They're in here.
                                 RIPLEY
                  Hudson, stay cool.  Vasquez?
       ANGLE ON VASQUEZ  swinging her tracker and rifle together.
       She aims it behind her.  BEEP.
                                 VASQUEZ
                         (cool)
                  Hudson may be right.
       INT. OPERATIONS                                         148
       Ripley and Hicks share a look..."here we go."
                                 HICKS
                         (low)
                  It's game time.
                                 RIPLEY
                  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.
                                 HUDSON
                  This signal's weird...must be
                  some interference or something.
                  There's movement all over the
                  place...
                                 RIPLEY
                         (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.
                                 HUDSON
                  Movement!  Signal's clean.
       He pans the scanner.  Stops.  The range display reads
       out, counting down.
                                 HUDSON
                  Range twenty meters.
                                 RIPLEY
                         (to Vasquez)
                  Seal the door.
       Vasquez picks up a hand-welder and moves to comply.
                                 HUDSON
                  Seventeen meters.
                                 HICKS
                  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.
                                 RIPLEY
                  They learned.  They cut the power
                  and avoided the guns.  They must
                  have found another way in, something
                  we missed.
                                 HICKS
                  We didn't miss anything.
                                 HUDSON
                  Fifteen meters.
                                 RIPLEY
                  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.
                                 HUDSON
                  Twelve meters.  Man, this is a big
                  fucking signal.  Ten meters.
                                 RIPLEY
                  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.
                                 HUDSON
                  Nine meters.  Eight.
                                 RIPLEY
                  Can't be.  That's inside the room!
                                 HUDSON
                  It's readin' right.  Look!
       Ripley fiddles with her tracker, adjusting the tuning.
                                 HICKS
                  Well you're not reading it right!
                                 HUDSON
                  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
       violated.
       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.
                                 RIPLEY
                  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
       side.
                                 RIPLEY
                  Burke!  Open the door!
                                 NEWT
                  Look!
       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.
       FIRES.  FLASH-CRACK!  A FLASHBULB GLIMPSE OF shrieking
       jaws as the silhouette is hurled back, screeching
       insanely.
       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.
                                 HUDSON
                         (hysterical)
                  Let's go!  Let's go!
                                 HICKS
                  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.
       INT. 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.
                                 HICKS
                         (o.s.)
                  Hold you fire!
       The troopers seem to materialize out of the smoke.
                                 RIPLEY
                         (indicating door)
                  Locked.
                                 HICKS
                  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.
                                 GORMAN
                  You can't use those in here!
                                 VASQUEZ
                  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.
                                 HICKS
                         (shouting at Vasquez)
                  Thanks a lot!  Now I can't hear shit.
                                 VASQUEZ
                         (shouting)
                  What?
       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.
                                 NEWT
                  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.
                                 RIPLEY
                  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.
                                 NEWT
                  Come on.  Crawl faster.
                                 RIPLEY
                  DO you know how to get to the
                  landing field from here?
                                 NEWT
                  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.
                                 NEWT
                  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.
                                 HICKS
                         (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.
                                 BISHOP
                         (voice over;
                         static)
                  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.
                                 BISHOP
                         (yelling;
                         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
                                 HICKS
                  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.
       A GLINTING OBSCENE FORM MOVING TOWARD THEM, filling the
       tunnel at the absolute limit of the light's power.
                                 RIPLEY
                  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.
                                 VASQUEZ
                         (icy)
                  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.
                                 VASQUEZ
                         (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
       up.
                                 NEWT
                  This way.  Come on, we're almost
                  there!
                                 RIPLEY
                  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.
                                 NEWT
                  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.
                                 NEWT
                  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.
                                 NEWT
                  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.
                                 RIPLEY
                  Newt!
       She hears a plaintive reply, so echoey and distorted it
       has no direction.
                                 NEWT
                         (o.s.)
                  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
       again.
                                 NEWT
                         (o.s.)
                  Moooommeeee...
       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.
                                 RIPLEY
                         (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.
                                 RIPLEY
                         (o.s.)
                  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.
                                 HICKS
                  This way.  We're close...
       Following the signal they come to a grating set in the
       floor.
                                 NEWT
                  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.
                                 RIPLEY
                  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.
                                 RIPLEY
                  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.
                                 RIPLEY
                  No!  Noooo!
       He drags her back.  It takes all of his strength.
                                 HICKS
                         (intense)
                  She's gone!  Let's go!
       He sees something moving toward them through a lattice
       of pipes.  Ripley is irrational.  Hysterical.
                                 RIPLEY
                  No!  No!  She's alive!  We
                  have to --
                                 HICKS
                  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
       WARRIOR HISSES, LUNGING.  Hicks FIRES, POINT-BLANK.  It
       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.
                                 RIPLEY
                  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.
                                 RIPLEY
                  HOW MUCH TIME?
                                  BISHOP
                  PLENTY!  TWENTY-SIX MINUTES!
                                  RIPLEY
                  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
       drop-ship.
       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.
                                 BISHOP
                  Ripley...
                                 RIPLEY
                  She's alive.  They brought her
                  here and you know it.
                                 BISHOP
                  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
       flying.
                                 RIPLEY
                  Hicks, don't let him leave.
                                 HICKS
                         (grimacing with
                         pain)
                  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.
                                 RIPLEY
                  See you, Hicks.
       Hicks is holding a wad of gauze plastered over his face.
                                 HICKS
                  Dwayne.  It's Dwayne.
       Ripley grabs his hand.  They share a moment, albeit
       brief.  Mutual respect in the valley of death.
                                 RIPLEY
                  Ellen.
                                 HICKS
                         (nods with
                         satisfaction)
                  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.
                                 VOICE
                  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.
       SUDDENLY SOMETHING SHOOTS OUT, GRABBING HER!  A hand.
       She recovers , then recognizes the face sealed in
       the wall.  Carter Burke.
                                 BURKE
                  Ripley...help me.  I can feel
                  it...inside.  Oh, God...it's
                  moving!  Oh gooood...
       She looks at him.  No one deserves this.
                                 RIPLEY
                  Here.
       She hands him a grenade, wrapping his fingers around
       the spoon, and pulls the primer.  She moves on.
                                 VOICE
                  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
       SCREAMS.
       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.
                                 NEWT
                         (weakly)
                  I knew you'd come.
                                 RIPLEY
                  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
       instinct.
       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-
                                                               179
       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
       shape which FILLS THE CORRIDOR TO THE CEILING...THE
       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
       rungs.
       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.
                                 VOICE
                  You now have two minutes
                  to reach minimum safe
                  distance.
       INT. CORRIDOR - ELEVATORS                               182-
                                                               183
       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.
                                 RIPLEY
                  BISHOP!
       Her shouts become inarticulate screams of hatred,
       outrage at the final betrayal.  She scans the sky.
       Nothing.
                                 RIPLEY
                         (hysterical)
                  BISHOP!
       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
       THUNDEROUS ROAR and the SHRIEK OF RENDING STEEL.  More
       EXPLOSIONS, one after another, rocketing up from below.
       Ripley stares transfixed as the lift stops.  The
       safety cage parts.
                                 RIPLEY
                         (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.
                                 VOICE
                  You now have thirty seconds to
                  reach...
       Ripley leaps for the loading boom projecting down from
       the cargo bay and it raises them into the ship.  A
       TREMENDOUS EXPLOSION RIPS THROUGH THE COMPLEX nearby,
       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-
                                                               187
       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.
                                 RIPLEY
                  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.
                                 RIPLEY
                  It's okay, baby.  We made it.  It's
                  over.
       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
       hypnotically.
       INT. DROP-SHIP                                          191
       Bishop stands behind Ripley as she kneels beside a
       comatose Hicks.
                                 BISHOP
                  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.
                                 BISHOP
                  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.
                                 BISHOP
                  I had to circle and hope things
                  didn't get too rough to take you
                  off.
       Ripley turns to him, stopping partway down the ramp.
       She puts her hand on his shoulder.
                                 RIPLEY
                  You did okay, Bishop.
                                 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.
                                 RIPLEY
                         (to Newt)
                  Go!
       Newt runs for cover.  The Alien drops to the deck, pivoting
       toward the motion.  Ripley waves her arms, decoying.
                                 RIPLEY
                  Here!
       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
       machines.
       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
       her.
       INT. CARGO LOCK                                         196
       The Queen spins at the sound of door motors behind her.
       The parting doors REVEAL an inhuman silhouette standing
       there.
       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.
                                 RIPLEY
                  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.
                                 RIPLEY
                         (screaming)
                  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,
       CLANG, SCREECH.
       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
       a RECTANGULAR PIT, A VERTICAL LOADING AIRLOCK.
       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
       smile.
                                 BISHOP
                  Not bad for a human.
       He winks.
       Ripley crosses to Newt.
                                 NEWT
                         (weakly)
                  Mommy...Mommy?
                                 RIPLEY
                  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.
                                 NEWT
                  Are we going to sleep now?
                                 RIPLEY
                  That's right.
                                 NEWT
                  Can we dream?
                                 RIPLEY
                  Yes, honey.  I think we both can.
       HOLD ON THEM AS they recede down the long straight
       corridor.
                                                        FADE OUT


                              THE END

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