ALIENS Script - Final Draft by jianghongl



                       James Cameron


                    Re-edited & Re-written


                         Elak Swindell

                                                   FIRST FINAL
                                                   September 23, 1985

                                                   COMPLETED FINAL
                                                   July 23, 1994



      FADE IN

1     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: It is the NARCISSUS, lifeboat of the ill-fated star freighter Nostromo. Without
      interior or running lights, it seems devoid of life. The ships computer comes to life,
      reflecting off a hypersleep capsule. The screen flashes PROXIMITY ALERT and the
      coordinates of the intruder. The PING of a ranging RADAR grows louder, closer. A
      shadow engulfs the Narcissus. The tiny ship is put into perspective as a MASSIVE DARK
      HULL descends toward it.

2     INT. NARCISSUS                                                                                 2

      Dark and dormant as a crypt. 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, moving with machine precision, cutting a hectagon path. The torch cuts off. The
      door falls inward REVEALING a bizarre multi-armed figure. A ROBOT WELDER. It backs
      away leaving the door clear.

      A SCANNER then enters the shuttle, supported by a metal arm. The large machine floats
      in and begins scanning the room. Its blue laser playing over all the equipment. As it
      passes over the hypersleep capsule, it stops and slowly scans it once more. The laser's
      blue line contours a sleeping woman’s face. The scanner turns off its laser and backs out
      of the room via the airlock door.

      FIGURES enter, back-lit and ominous. THREE MEN in bio-isolation suits, carrying lights
      and equipment. They approach the sarcophagus-like HYPERSLEEP CAPSULE, f.g. The
      leader's gloved hand wipes at an opaque layer of dust on the canopy.

      ANGLES INSIDE CAPSULE: The leader's light stabs in where the dust is wiped away,
      illuminating the woman, her face in peaceful repose. WARRENT OFFICER RIPLEY, sole
      survivor of the Nostromo. Nestled next to her is JONES, the ship's wayward cat.

                             Well, there goes our salvage, guys.

                                                                           DISSOLVE TO:

2-A   EXT. SPACE / EARTH ORBIT                                                                       2-A

      PANNING across the serene blue curve of the Earth AS SEEN from high orbit onto
      GATEWAY STATION, a sprawling complex of modular orbital habitats. In f.g., a viewing
      portal opens in a vertical wall of the MEDICAL SECTION.

A86                                                                          (CONTINUED)
3     INT. HOSPITAL ROOM                                                                               3

      Harsh sunlight fills the room from the viewing portal. A FEMALE MED-TECH turns from the
      window. She crosses to a bed in which Ripley lies, looking wan, amid an array of arcane
      white MEDICAL EQUIPMENT. The tech exudes practiced cheeriness, but Ripley isn't
      buying it.

                               How are we today?

      Ripley begins to sit up. Her voice is barely audible.


                               Oh, better than yesterday at least.

                               Where am I?

      The med-tech comes around to the side of the bed and repositions Ripley's pillows for her.

                               Your safe. You’re at Gateway Station.
                               Been here a couple of days.
                               You were pretty groggy at first, but now you’re okay.

      The tech glances up as the door opens o.s. She smiles, saved by the distraction.

                               Looks like you have a visitor.

      A man crosses the room carrying a familiar large, orange TOMCAT.

                               Jonesy! Come here!

      Ignoring the man, she grabs the cat and hugs it to her. Jones seems none the worse for
      wear and begins to purr.

                               Hey, come here. How are you, you stupid cat?
                               How are you? Where've you been?

      The visitor sits beside the bed and Ripley finally notices him. He is thirty-ish and handsome,
      in a suit that looks executive or legal, the tie loosened with studied casualness. A smile
      referred to as 'winning.'

A86                                                                            (CONTINUED)
3     CONTINUED: (2)                                                                           3

                            I guess you two have met, huh? I'm Burke. Carter Burke
                            I work for the company, but don't let that fool you.
                            I'm really an okay guy. I'm glad to see you're feeling
                            better. They tell me that all the weakness and
                            disorientation should pass soon. That's just natural
                            side affects of such an unusually long hypersleep or
                            something like that.

                            What do you mean? How long was I out there?

                            Has no one discussed this with you, yet?

                            No. But, I mean. I don't recognize this place.

                            I know. Okay, it's just that this might be a shock to you.
                            It's long...

                            How long? Please.

                            Fifty-seven years.

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


                            That's the thing. You were out there for fifty-seven years.
                            What happened was you had drifted right through the core
                            systems and it's really just blind luck that a deep-salvage
                            team found you when they did. One in a thousand really.
                            I think you're just damned lucky to be alive, kiddo. You
                            could be floating out there forever.

      While Burke is talking, we have PUSHED INTO A TIGHT CLOSE-UP ON Jones, who begins
      to hiss and struggle in Ripley's arms. WE GO INTO SUBTLE SLOW MOTION. The cat
      leaps to the floor, bounding away. Ripley coughs suddenly, as if choking. Her expression
      becomes one of dawning horror. Burke, unaware of what is coming, hands her a glass of
      water from the nightstand. She slaps it away. It shatters with a SMASH on the floor.
      Jones dives, yowling, under a cabinet. Burke hits a console button.

A86                                                                          (CONTINUED)
3     CONTINUED: (3)                                                                                    3

                               Nurse! Please! Someone get in here now! NOW!!

      Ripley grabs her chest, struggling as if she is strangling. The MED-TECH and a DOCTOR
      run in for assistance.

                               Hold her... Hold her...

      Burke and the doctor are holding Ripley's shoulders as she goes into convulsions. Ripley's
      back arches in agony.

                               Pleeaassee...kill me!

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

      Ripley looks down at her chest and pulls back her gown to reveal her stomach. She stares
      at the SHAPE PUSHING UP UNDER HER SKIN. Tearing itself out of her...


      RIGHT ON RIPLEY, yelling, snapping UP INTO FRAME. Alone in the darkened hospital
      room. She grasps for breath, clutching pathetically at her chest. There is no demented
      horror ripping 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. The MED-TECH'S face appears.

                               Bad dreams again? Want something to help you sleep?

                               No. I've slept enough.

      The tech shrugs and switches off. Ripley hugs Jones to her and rocks with him like a child,
      still shattered by the nightmare.

                                                                                      CUT TO:

4     EXT. PARK                                                                                         4

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4     CONTINUED:                                                                                    4

      Sunlight streams in shafts through a stand of popular, beyond which a verdant meadow is
      VISABLE. Backing away, we see that the forest is really a HIGH-RESOLUTION
      ENVIRONMENTAL WALL SCREEN, a sort of cinerama video-loop. Ripley sits on a bench
      in what is an ATRIUM off the medical center. Just as she turns off the video, Burke ENTERS
      in his usual mode, casual haste.

                             Hi. I'm sorry I'm late. I've been running behind all morning.

                             Is there any word about my daughter?

                             I really think we should worry about the hearing now.
                             Because we don't have a lot of time. I read your
                             deposition and it's great. If you just stick to that,
                             I think we'll be fine. The thing to remember is that
                             there are going to be a lot of heavyweights in there.
                             You've got Feds and Interstellar Commerce Commission,
                             Colonial Administration, insurance company guys....

                             Do you have any news about my daughter?

                             Well, we did come up with some information. Why don't
                             we sit down. I was hoping to wait until after the inquest.

      They sit down on the bench and he opens his briefcase, removing a sheet of printed hard
      copy, including a telestat photo.

                             Amanda Ripley-McClaren. Married name, I guess. Age:
                             sixty-six...and that was at time of her death. Which was
                             two years ago.
                                   (looks at Ripley)
                             I'm real 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.

                             She was cremated and interred at Westlake Repository,
                             Little Chute, Wisconsin. No children.

A86                                                                           (CONTINUED)

4     CONTINUED: (2)                                                                                4

                             No children.
                                   (a beat, then)
                             I promised her I'd be home for her birthday.
                             Her eleventh birthday.

      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. Hugging the photograph
      to her.

5     INT. CONFERENCE ROOM -- ON RIPLEY -- GATEWAY                                                      5

      Not cool. Not unemotional.

                             I don't understand this. We have been here for three hours.
                             How many different ways do you want me to tell the same

      She faces the EIGHT MEMBERS of the board of inquiry at a long conference table. Gray
      suits and grim faces. They aren't buying. Behind Ripley. on a large VIDEOSCREEN,
      PARKER grins like a goon from his personal 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, please. Please.
                             Now, you freely admit to detonating the engines of, and
                             thereby destroying, an M-Class star freighter. A rather
                             expensive piece of hardware...

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

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

                             Not for reasons unknown. I told you, we set down there
                             on company orders to get this thing, which destroyed my
                             crew and your expensive ship.

A86                                                                          (CONTINUES)
5     CONTINUED: (2)                                                                               5

      Van Leuwen sighs with exasperation.

                                               VAN LEUWEN
                                The analysis team, which went over the lifeboat, centimeter
                                by centimeter, found no physical evidence of the creature
                                you described...

                                Good! That's because I blew it out the goddamn airlock!
                                Like I said.

                                             INSURANCE MAN
                                      (to the ECA rep.)
                                Are there any species like this 'hostile organism' on

                                                  ECA REP.
                                No. It's a rock. No indigenous life.

      Ripley grits her teeth in frustration.

                                Did IQ's drop sharply while I was away? Maam, I already
                                said it was non-indigenous. There was a derelict
                                spacecraft. An alien ship. It wasn't from there. Do you
                                get it. We homed in on it's beacon...

                                                   ECA REP.
                                And found something which has never been reported once
                                from over three hundred surveyed worlds... 'a creature...
                                        (she reads from Ripley's statement)
                                ... that gestates inside a living human host,' these are
                                your words, 'and has concentrated acid for blood.'

                                That's right. Look, I can see where this is going. But,
                                I'm telling you these things exist.

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

                                Please, you're not listening. Kane, the crew member.
                                Kane, who went in that ship, said he saw thousands of
                                eggs there. Thousands...

                                             VAN LEUWEN
                                Thank you. That will be all.

A86                                                                              (CONTINUED)
5      CONTINUED: (3)                                                                                   5

                               Goddamnit! That's not all! Because, if one of those
                               things gets down here, then that will be all! Then all
                               this... this bullshit you think is so important, you can
                               just kiss all that goodbye.

      The looks of the members at the table is enough to tell that what Ripley did wasn't smart.
      The ECA REP. just stares at her and Burke leans back in his chair and rubs his head.
      Ripley ignores them and stares at Van Leuwen. She knows she had to say it, even if it
      meant that she would be found guilty.

      CLOSE-UP ON VAN LEUWEN as he reads the verdict of Ripley's inquiry. While he reads,
      the camera switches back and forth between Ripley and Van Leuwen.

                                                 VAN LEUWEN
                               It is a finding of this court inquiry that Warrant Officer
                               Ripley, NOC14472, has acted with questionable judgment,
                               and is unfit to hold a ICC license as a commercial flight officer.
                               Said license is hereby suspended indefinitely. Now, no
                               criminal charges will be filed against you at this time..and
                               you are released on your own recognizant for a six month
                               period of psychometric probation. To include monthly
                               review by an ICC psychiatric technician.

      All the while Van Leuwen reads, Ripley just stands and stares at him. Now that she has
      heard the verdict, her eyes close in defeat. Her face is a mask of tightness.

                                             VAN LEUWEN
                                    (close on him)
                               These proceedings are closed.

      Ripley's video-dossier fills the screen behind her. At the bottom, a new entry prints out:

      CLOSE-UP ON RIPLEY as she stands with her arms crossed by the conference table.
      Burke comes up.

                               That could have went better. Look, I think they...

                               Van Leuwen!

      She shrugs off Burke's restraining arm and catches up to Van Leuwen as he and the other
      representatives head for the rooms elevator.

A86                                                                               (CONTINUES)
5     CONTINUED: (4)                                                                                 5

                               Why don't you just check out LV-426?

                                              VAN LEUWEN
                               Because I don't have to. There have been people there
                               for over twenty years and they never complained about
                               any hostile organism.

      Van Leuwen steps toward the elevator with the others, but Ripley stops him.

                               What do you mean? What people?

                                              VAN LEUWEN
                               Terraformers... planet engineers. They go in, set up these
                               big atmosphere processors to make the air breathable.
                               Takes decades. It's what we call a shake 'n bake colony.

      The door tries to close. Ripley holds it back. The other people are getting annoyed.

                               How many are there? How many colonists?

                                              VAN LEUWEN
                               I don't know. Sixty, maybe seventy families.
                               Do you mind?

      Ripley's hand slides off the door, strengthless. It closes in her face.

                               Families... Jesus.

6     EXT. ALIEN LANDSCAPE -- DAY                                                                        6

      PANNING SLOWLY ACROSS a storm-blasted vista of tortured rock and bleak twilight onto
      a metal sign which reads!

                                      HADLEY'S HOPE -- POP. 159

      Some local has added 'have a nice day' with a spray can. Gale-force wind SCREECHES
      around the corroded sign. As we move up the sign, the colony appears in the b.g., a squat
      complex surrounded by an angled storm-barrier wall. A vehicle rolls up to the barriers main
      door and honks.

      CLOSE-UP ON THE RIGHT FOUR WHEELS OF THE VEHICLE as the door slides back,
      allowing the vehicle to continue on into the colony streets. As it moves forward, we can see
      that it has EIGHT-WHEELS and a medium-sized cab on top.

7     EXT. COLONY COMPLEX                                                                            7

A86                                                                             (CONTINUES)
8     CONTINUED:                                                                                       8

      ANGLE FROM STREET TO THE SIDE OF THE VEHICLE as it drives by. Its two large,
      bright headlights shining in the blowing dust all around the vehicle and streets. As it
      drives down the street, we pause for a second on an alley with another vehicle in the back,
      covered in a plastic tarp that is blowing in the wind.

      SEVERAL ANGLES ESTABLISHING the town, a cluster of bunker-like buildings huddling
      in the wind. The eight-wheeled vehicle rolls by and down one of the main streets of the
      complex. It drives by and under two open windows in the top corner of a building. People
      can be seen moving around inside.

9     INT. OPERATIONS ROOM -- CONTROL BLOCK                                                                9

      The nerve-center of the colony, jammed with computer terminals, displays and technicians.

      approached by his assistant, LYDECKER.

                                      (to a technician)
                              I'll be down in maintenance, okay?

                                      (walking toward Simpson)


                              Hey, Al!


                              You remember you sent some wildcatters out to the
                              middle of nowhere last week? Out past the Ilium Range.

                              Yeah. What?

      As they walk, they leave the operations room and move into a connecting corridor. It's a
      wide hallway bustling with routine activity. We SEE a cross-section of the hardy frontier
      stock who have come to live in this God-forsaken wilderness in the b.g.

                              One of them's on the horn, mom-and-pop survey team.
                              Says he's onto something and wants to know will his
                              claim be honored.

A86                                                                           (CONTINUES)

9     CONTINUED: (2)                                                                                 9

                              Why wouldn't his claim be honored?

                              Well, because you sent them to that particular middle
                              of nowhere on company orders, maybe. I don't know.

                              Christ! Some honcho in a cushy office on Earth says go
                              look at a grid reference, 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."

      They pause at a junction in the corridor. Simpson turns to face Lydecker.

                              So, what do I tell this guy?

                              Tell him, as far as I'm concerned, he finds something,
                              It is his.

      Children's laughing voices can be heard o.s. Simpson looks in their direction.


      The CHILDREN are playing and racing in the corridor on foot and on wheeled plastic toys.
      Simpson gestures toward them, telling Lydecker to move them out of the area.

                              You kids know you’re not supposed to be on this level.
                              Go on. Get out of here.

      CLOSE-UP OF A CHILD ON A WHEELED TOY as he rolls down the corridor in our
      direction. Three other children chase each other around him in the b.g. and beside him.
      He passes by a box to the right of the corridor that has a sign on it which reads:

10    EXT. ACHERON -- THE MIDDLE OF NOWHERE -- DAY                                                        10

      AN EIGHT-WHEELED TRACTOR roars into view across corrugated rock, blasting through
      soggy drifts of volcanic ash. Strange wind-etched rock shapes are all around.

11    INT. TRACTOR                                                                                   11

      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 arguing over a

A86                                                                          (CONTINUES)
11    CONTINUED: (2)                                                                              11

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

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

                                   (turning to face them)
                             Knock if off! If I catch either of you playing in the air ducts
                             again, I'll tan your hides.

                             Mom. All the kids play it...

                                   (cutting over the conversation excitedly)
                             Hey, wait! Wait! Wait! Wait! Wait a minute! Come on,
                             Anne. Take a look at this, will ya'.

      ANGLE THROUGH FRONT CANOPY: On a bizarre shape looming ahead. An enormous
      bone-like mass projecting upward from the bed of ash. Canted on it's side and buckled
      against a rock outcropping by the lava flow, it is still recognizable as an EXTRATERRESTRIAL
      ship. Bio-mechanoid. Non-human design.

                                   (close on him)
                             Folks, we have scored big this time!

      The tractor moves around the base of the vast enigma, passing under part of it that is jutting
      up into the air, while heading toward a gash in the hull. Newt looks up through the clear
      roof at the ship.

                             What is it, dad?

      ANGLE LOOKING DOWN INTO THE TRACTOR: Everyone is looking up with Newt at the
      strange object.

                             I'm not sure.

      gash in the ship is right in front of them.

                             See if we can't get a closer look at this thing. Maybe
                             through that crack down it's side.

                             Shouldn't we call in?

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11    CONTINUED: (3)                                                                            11

                             Let's wait 'til we know what to call it in as.
                             That's as close as we can get.

      CLOSE-UP ON ANNE & JORDEN as they look out the window and then at each other.

                                  (to Anne)
                             Should we take a look inside?

      Anne looks at him and then at the ship with a worried, but curious look on her face.

12    EXT. TRACTOR                                                                              12

      carrying LIGHTS, PACKS, CAMERAS and TEST GEAR.

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


      Newt and Anne say goodbye. Jorden closes the door and they trudge toward the alien

13    INT. / EXT. TRACTOR                                                                         13

      Newt has her face to the glass of the window, steaming it. Watching her parents head to
      the ship.

14    EXT. LANDSCAPE / SHIP                                                                       14

      pause at the enormous gash in the hull. Blackness inside. They enter. Their lights
      playing off the walls, showing strange formations. They move deeper into the ship.

15    EXT. LANDSCAPE -- NIGHT                                                                     15

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

16    INT. TRACTOR                                                                                16

      Newt looks away from the window toward Tim o.s. Tim is asleep in the front passenger
      seat. Newt shakes him awake, trying hard not to be to worried.

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

      Tim considers the night. The wind. The vast landscape. He bites his lip.

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16     CONTINUED: (2)                                                                              16

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

       CRASH! Newt jumps as the drive door beside her is RIPPED OPEN. A dark shape
       lunges inside! ANNE, panting and terrified, grabs the dash mike.

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

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

                                                                                   CUT TO:

17     INT. RIPLEY'S APARTMENT -- GATEWAY -- DAY                                                        17

      Silence. A cigarette comes into view. Half it's length is ash and ready to fall. Moving up
      an arm, we see a face. Ripley, looking haggard, sits at a table in the dining alcove
      contemplating the smoke rising from her cigarette. The place is minimal, the bed is unmade,
      there are dishes in the sink. Jones prowls across the counter and drops to the floor.

18     INT. CORRIDOR                                                                               18

      Carter Burke and LIEUTENANT GORMAN, Colonial Marine Corps. own the narrow, corridor
      as they stop in front of Ripley's door. Burke pushes the buzzer on the door. Gorman looks
      young and severe in his officer's parade uniform. The door opens halfway.

                              Hi ya', Ripley. This is Lieutenant Gorman of the Colonial
                              Marine Corp...

      SLAM. Burke talks to the door.

                              Ripley, we have to talk. We've lost contact with the colony
                              on LV-426.

      A pause, then the door opens. Ripley considers the ramifications of that as she stares at

19    INT. RIPLEY'S APARTMENT -- A LITTLE LATER                                                         19

      Ripley is pouring coffee for the three off them. She gives Burke and Gorman their cups.

A86                                                                          (CONTINUES)
19    CONTINUED: (2)                                                                     19

                       I don't believe this. You guys throw me to the wolves...
                       and now you want me to go back out there? Forget it!
                       It's not my problem.

                       Can I finish?

                       No. There's no way.

                       Ripley, you wouldn't be going in with the troops. I can
                       guarantee your safety.

                       These Colonial Marines are very tough hombres, and
                       they're packing state-of-the-art firepower. There's
                       nothing they can't handle. Lieutenant, am I right?

                       That's true. We've been trained to deal with situations
                       like this.

                       Well, you don't need me... I'm not a soldier.

                       Yeah, but we don't know what's going on out there.
                       It may be a down transmitter, okay. But, if it's not,
                       I would like you there... as an advisor and that's all.

                       What's your interest in all this? Why are you going?

                       Corporation co-financed that colony. Colonial
                       Administration. We're getting into a lot of terraforming
                       now. Building Better Worlds...

                       Yeah, yeah. I saw the commercial. Look, I don't have
                       time for this. I've gotta go to work.

                       Oh, right. I heard you were working the cargo docks.

                       That's right.

A86                                                                       (CONTINUES)
19    CONTINUED: (3)                                                                           19

                             Running loaders, forklifts, that sort of thing?

                             Yeah, so?

                             Nothing. I think it's great your keeping busy, and I know
                             it's all you could get. There's nothing wrong with it.
                             What would you say if I said I could get you reinstated
                             as a flight officer. The companies already agreed to pick
                             up your contract?

                             If I go.

                             Yeah, if you go. Come on, that's a second chance, kiddo.
                             I think, personally for you, it would be the best thing in the
                             world for you to face this thing. Get back on the horse...

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

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

                             Yeah, I know. I've read it. You wake up every night,
                             your sheets soaking with sweat...

                             I said NO, and I mean it! Now, please leave. I am not
                             going back and I'm... I wouldn't be any good to you if I

      Burke puts his hands up to calm her.

                             Okay, shhhh. Would you do me a favor and just
                             think about it.

      He slips a TRANSLUCENT CARD onto the table. Burke nods to Gorman, and they head
      for the door.

                              Thanks for the coffee.

      Ripley stares as they leave. Then turns and goes over to feed Jones.

A86                                                                             (CONTINUES)
20    INT. ACHERON LANDSCAPE -- NIGHT                                                                  20

      (CUT SCENE) As the wind HOWLS through tormented rock, BUILDING IN PITCH until we:

                                                                                    CUT TO:

21    INT. APARTMENT                                                                                  21

      Ripley lunges up INTO FRAME with an animal outcry. She clutches her chest, breathing
      hard. Bathed in sweat. She swings her legs over the side of the bed and sits there
      massaging her head with her hands.

22    INT. APARTMENT -- BATHROOM                                                                       22

      Ripley enters and goes to the sink. She puts water on her face. Ripley stares at herself
      in the mirror. Still breathing hard, but gaining control.

23    INT. APARTMENT                                                                              23

      TIGHT ON PHONE CONSOLE: as Ripley's hand inserts Burke's card into a slot. Burke's
      face, bleary with sleep, appears.

                              Hello. Ripley. You okay?

                              Just tell me one thing. You're going out there to destroy
                              them, right? Not to study. Not to bring back. Just to
                              wipe them out.

                              That's the plan. You have my word on it.

      CLOSE-UP ON RIPLEY: taking a deep slow breath. It's time to look the demon in the eye.

                              All right. I'm in.

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

                              And you, you little shithead, your staying here.

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

24    EXT. DEEP SPACE -- THREE WEEKS LATER                                                             24

      An empty star field. Metal spears slice ACROSS FRAME, followed by a mountain of steel.
      A massive military transport ship, the SULACO. Ugly, battered... functional.

                                                                                    CUT TO:

A86                                                                              (CONTINUES)
25    INT. CARGO LOCK                                                                                     25

      PANNING ACROSS THE CARGO BAY: we see a DROPSHIP sitting, waiting for action.
      We move across the bay to the WEAPONS ROOM. The walls hold all sorts of armament
      and two rows of pulse rifles await use in their storage shelves.

26    INT. MESS HALL / LOCKER ROOM                                                                         26

      PANNING ACROSS THE MESS HALL: with its few long tables awaiting the warmth and
      sound of people to sit on them and to enjoy their meals. Food dispensing machines along
      the back wall are silent.

      PANNING OVER THE LOCKER ROOM: the lockers are closed and neat looking. Each
      one full with a crew members belongs. Every room silent and still. Only the rumble of the
      ship as it moves through space can heard quietly in the background.

27    INT. HYPERSLEEP VAULT                                                                               27

      Very little light is available in the long room. What light there is casts its rays on a long row
      of capsules. A near-by COMPUTER TERMINAL lights up, typing out each individual in
      hypersleep, one-by-one. Then, lights come to life in all the capsules. Hydraulics lift the
      canopies off the row of horizontal HYPERSLEEP CYLINDERS. They almost reach the
      ceiling and then lock open. Lit up, white and sterile.

      The prone figures in the cylinders come to life. Ripley stirs. Apone sits up and
      immediately places his trademark cigar in his mouth. Next to Ripley, Gorman and Burke
      are stirring and beyond them, the troopers, wearing shorts and dog tags. They are:
      and CROWE, plus the drop-ship crew: CORPORAL FERRO (female, pilot) and crew-chief
      PFC SPUNKMEYER. In addition, there is EXECUTIVE OFFICER BISHOP, who
      supervises planetary maneuvering. GROANS echo across the chamber. Everyone is
      looking around and at each other.

                              They ain't payin' us enough for this, man.

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

                              What! Is that a joke?

                              I wish it were.

                              Hey, Hicks... you look just like I feel.

      Hicks gives him a small smile. Sergeant Apone moves down the row of freezers.

A86                                                                               (CONTINUES)
27    CONTINUED: (2)                                                                         27

                            Awright, whattya' waitin' for, breakfast in bed? Let's go.
                            Let's go. Another glorious day in the Corp. A day in the
                            Marine Corp. is like a day on the farm. Every meals a
                            banquet, every paycheck a fortune, every formation a
                            parade. I love the Corp.

                            Man, this floor's freezing.

                            Whattya' want me to do, fetch you your slippers for ya'?

                            Gee, would you, sir? I'd like that.

                                  (putting his finger to his eye)
                            Look into my eye. Fall in people! Let's go!

                            I hate this job.


                            Give me some slack, man.

                            Come on, Spelunk. On your feet.

      The group of men and women move to their lockers near the freezers. Vasquez begins
      doing some chin-ups.

                            Alright, first ensemble is in fifteen people. Shag it!

      Vasquez stops her chin-ups. Looks over at Ripley.

                            Hey, Mira... who's Snow White?

                            She's supposed to be some kinda’ consultant.
                            Apparently, she saw an alien once.

                            Whoopy-fucking-do! Hey, I'm impressed.

A86                                                                           (CONTINUES)
27    CONTINUED: (3)                                                                             27

      Vasquez goes back to her chin-ups. Drake joins her. Hudson stands and watches.

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

                             No. Have you?

      Vasquez and Drake stop their exercises and look at each other.

                             Oh, Vasquez... your just too bad.

      She slaps Drake's open palm and it clenches into a greeting which is part contest.
      Playful, but rough. We sense the bond between them. She gives Drake a hard, but
      playful slap on the face.

28    INT. MESS HALL                                                                             28

      An unconscious segregation takes place as the troopers assemble at one long table while
      Gorman, Burke and Ripley sit at another. Everybody is nursing a coffee, waiting for eggs
      from the AUTOCHEF, served by Bishop. Some get their meals by themselves. Hudson is
      one of them. He comes from the machine and sits down at the table with the others.

                             Hey, 'Top.' What the op?

                             It's a rescue mission. You'll love it. There's some juicy
                             colonists' daughters we gotta' rescue from their virginity.

                             Shee-it. Dumbass colonists.
                                  (picking up something from his plate)
                             What's this crap supposed to be?

                             Cornbread, I think.

                             It's good for you boy, eat it.

                             Hey, I sure wouldn't mind getting me some more of that
                             Arcturan poontang. Remember that time?

      All the soldiers laugh. Frost and Hudson slap hands across the table.

A86                                                                           (CONTINUES)
28    CONTINUED: (2)                                                                             28

                            Yeah, Frost! But, the one that you had was a male.

                            Hey, it doesn't matter when it's Arcturan.

                            Hey Bishop, man. Do the thing with the knife.

                            Oh please. Not again.

                            Yeah, do it, Bishop. Go on, man. This is great.

      Frost tosses Bishop a K-Bar combat knife and Bishop puts his palm on the table next to
      Hudson. Before Bishop can start, Drake comes up and pushes Hudson's hand forward on
      the table. Bishop places his hand precisely on top Hudson's hand.

                            Hey, man. Whattya' doing. Come one. Quit messin'
                            around Drake.

                            Hudson, shut up!

                            Bishop! Hey, man.

                            Do it, Bishop.

                            Hey, not me man.

                            Yeah, you.

                            Hey, come on. Quit messin' around. Come on!

                            Don't move.

                            Trust me.

      Bishop proceeds to stab the point down rapidly between his and Hudson's spread fingers,
      speeding up until the knife is a blur, as the other's cheer. Inhumanly fast and precise.

A86                                                                         (CONTINUES)
28    CONTINUED: (3)                                                                           28


                             Alright, knock it off! Knock it off.

                                   (to Hudson)
                             Thank you.

      Drake moves Hudson's food tray back in front of him, then slaps him on the arm.

                             Enjoy your meal.

      Drake walks back to his spot at the table. Hudson is white, his mouth hangs open in

                             That wasn't funny, man!

      Across the room, at the other table, Gorman sits with his creases perfect...the consummate
      strict NCO. Bishop comes up and takes a seat beside Ripley. He hands around a tray
      with cornbread on it.

                             Mr. Gorman?


                             Mr. Burke?

                             Yeah, thanks.

      At the soldiers' table, everyone watches the small group of high-ranks eat.

                             Looks like the new lieutenants too good to eat with the
                             rest of us grunts.

                             Boy's definitely got a corncob up his ass.

      Back at the groups' table, Bishop holds up his hand and examines a tiny cut closely.

                             I thought you never missed, Bishop?

A86                                                                          (CONTINUES)
28    CONTINUED: (4)                                                                                   28

      To Ripley's horror, a trickle of WHITE SYNTHETIC BLOOD runs down his finger. Ripley
      spins on Burke, her tone accusing.

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

                               It never occurred to me. It's common practice.
                               We always have a synthetic on board.

                               I prefer the term 'artificial person' myself.


                               Is there a problem?

                               I'm sorry. I don't know why I didn't even...
                               Ripley's last trip out, the syne...'artificial person'


                               A few problems and a few deaths were involved.

                               I'm shocked. Was it an older model?

                               Hyperdyne Systems 120-A/2.

      Bishop turns to Ripley, very conciliatory.

                               Well, that explains it. The A/2's were always a bit twitchy.
                               That couldn't happen now with our behavioral inhibitors.
                               It is impossible for me to harm or, by omission of action,
                               allow to be harmed, a human being.
                               Sure you don't want some.

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

A86                                                                                     (CONTINUES)
28    CONTINUED: (5)                                                                           28

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

      Burke and Gorman exchange glances. Frost, at the next table, shrugs and turns back to
      the other troopers.

                            I guess she don't like the cornbread either.

29    INT. CARGO LOCK                                                                          29

      WIDE ANGLE: All the troopers are either lounging among the racks of high-tech weaponry
      or practice fighting. Gorman enters with Ripley and Burke.

                            Squad! Ten-hut! Officer on deck!

                            As you were.

                            Quickly, quickly! Settle down. Alright, listen up!

                            Morning Marines. I'm sorry we didn't have time to brief you
                            people before we left Gateway, but...


                            What is it, Hicks?

                            Hudson, sir. He's Hicks.
                            (looking over at Hicks standing beside him hanging his weight
                            on a dangling chain)

                            What's the question?

                            Is this going to be a stand-up fight, sir, or another bug-hunt?

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

                            Excuse me, sir. A what?

A86                                                                           (CONTINUES)
29    CONTINUED: (2)                                                                           29

                            A xenomorph.

                            It's a bug-hunt.
                            What exactly are we dealing with here?

      Gorman nods to Ripley, who stands before the troops.

                            I'll tell you what I know. We set down on LV-426. One of
                            our crew members was brought back on board with
                            something attached to his face...some kind of parasite.
                            We tried to get it off. It wouldn't come off. Later, it seemed
                            to come off by itself and died. Kane seemed fine. We're all
                            having dinner and must have laid something inside his
                            throat...some sort of embryo. He he…

                            Look, man. I only need to know one thing...

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

                            Yo! Vasquez. Kick ass!

                            Anytime. Anywhere.

                            Right, right! Somebody said alien...she thought they said
                            illegal alien and signed up.

                            Fuck you!

                            Anytime. Anywhere.

                            Are you finished?!

      Hudson settles down, smirking. Ripley locks eyes with Vasquez.

                            I hope you're right. I really do.

      Gorman stands, clearly taking over.

A86                                                                         (CONTINUES)
29    CONTINUED: (3)                                                                       29

                            Yeah, I hope you’re, right. Thank you, Ripley.
                            We also have Ripley's report on disk, and suggest
                            you study it...

                            Because, just one of those things managed to wipe out
                            my entire crew in less than twenty-four hours. And if the
                            colonist have found that ship, then there's no telling how
                            many of them have been exposed. Do you understand?

      CLOSE-UP ANGLES on Vasquez, Apone and Hicks, each showing either respect or

                            Anyway, we have it on disk. So, you'd better look at it.
                            Any questions?

      Hudson raises his hand.

                            What is it private.

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

                            You secure that shit, Hudson!

                            Alright! Now listen up. I want this thing 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. Now, move it people!

                            Alright sweethearts. You heard the man and you know
                            the drill! Asshole's and elbow's! Hudson, come here!
                            Come here!

30    EXT. SPACE - LV-426                                                                  30

      They have arrived. From orbit, the planet looks serene. The SULACO floats across
      the frame over the planetary view.

31    INT. LOADING BAY - CARGO LOCK                                                            31

A86                                                                         (CONTINUES)

31    CONTINUED:                                                                                  31

      CLOSE-UP ON APONE as he circulates among the troops that are preparing weaponry and
      the DROP-SHIP for action. There is intense activity throughout the cavernous loading bay.
      Troopers on foot or driving POWER-LOADERS...all in action.

                            I don't care if you are short, Hudson. Get it done.

                            Hey, Sarge! You get lip cancer smoking those!

                            Corporals! I want this loading lock!
                            How many more you got, Spunkmeyer?

                            That's one.

                            Good. Take it away.

      BACK, REVEALING two powerful hydraulic arms attached to the forks. Spunkmeyer,
      strapped inside a POWER-LOADER, swings the missile up into a belly nacelle of the
      DROP-SHIP. The loader is a sort of forklift that you wear, a robotic exoskeleton with two
      legs and two arms, powered by hydraulics.

32    INT. LOADING LOCK                                                                           32

      Ripley approaches Apone and Hicks, standing near the DROP-SHIP. Hicks checks off
      items on an electronic manifest.

                            Hi. I feel like a kind of fifth wheel around here. Is there
                            anything I can do?

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

                            Well, I can drive that loader. I have a Class 2 rating.

      Apone looks over at a SECOND POWER-LOADER sitting unused in an equipment bay.
      Apone and Hicks exchange a skeptical glance, considering.

                            Be my guest.

      Ripley climbs into the POWER-LOADER and buckles the FOUR POINT RESTRAINT BELT.
      She locks her feet into place and PULLS DOWN THE ROLL CAGE, which locks into place
      with an echoing CLANG.

A86                                                                           (CONTINUES)
32    CONTINUED: (2)                                                                               32

      TIGHT ON POWER SWITCHES: As Ripley's finger punches them on. A RISING WHINE of

      Ripley pulls back on the ARM CONTROL JOYSTICKS. The huge clawed arms lift up. She
      moves the wrist servos. The claws open and close, swiveling on their joints.

      CLOSE-UP: Hicks and Apone share glances. Hicks smiles.

      Ripley slides the claws smoothly into lifting brackets on a cargo module, nearby. She
      raises it deftly and turns toward Apone and Hicks.

                             Where do you want it?

      Apone and Hicks look at each other again and laugh.

                             Bay Twelve, please.

33    EXT. SPACE - LV-426                                                                              33

      The SULACO glides by over the cloud strewn atmosphere of Archeron.

34    INT. READY ROOM - ARMORY                                                                         34

      Vasquez, Drake and Frost are field-stripping light weapons with precise movements.
      Around them, in racks, are an arsenal of advanced personal artillery.

      Vasquez swings one of the SMART-GUNS out on a work stand. It is a computer-aimed,
      video-targeted automatic weapon. Drake imitates her moves behind her with his own

35    INT. LOADING BAY                                                                             35

      The DROP-SHIP engines PITCH INCREASES as it is readied for flight. Ferro and
      Spunkmeyer take their seats in the cockpit. Ripley stands in front of it, watching. Burke
      joins her.

      A massive APC, ARMORED PERSONNEL CARRIER, crosses the loading deck. It pulls
      up beside the DROP-SHIP.

36    INT. READY ROOM - ARMORY                                                                         36

      The troopers are suiting up for the drop. Strapping on their bulky COMBAT ARMOR.

                             Alright, squad. We're a team and there's nothing
                             to worry about. We come here, we gonna' conquer,
                             and we're gonna' kick some. Is that understood?

A86                                                                          (CONTINUES)
36    CONTINUED: (2)                                                                                  36

                                           ALL TROOPERS
                             Yes, sir!

                             That’s what were going do, sweethearts. We are
                             going to go and get some. Alright people, on the
                             ready-line! Are you lean?!

                                           ALL TROOPERS

                             Are you mean?!

                                           ALL TROOPERS

                             WHAT ARE YOU?!

                                       ALL TROOPERS
                             LEAN, MEAN MARINES!!

                             WHAT ARE YOU?!

                                         ALL TROOPERS
                             We're Marines!!

                             Hudson! Get on the ready line, Marines!
                             Get some today! Get on the ready line!


                             Move it out! Move it out, goddamn it! Ten, hut!
                             One, two, three! Come on! Get out! Get out! Get out!
                             Move it out! Move it out! Move it out! Move it out!
                             Move it out! Move it out! One, two, three, four!
                             One, two, three!

      All the soldiers are filing up to the door of the APC. Apone verbally pushing them the entire

                                         (growls approvingly)
                             Absolutely badassess! Let's pack 'em in! Get in there!

37    INT. / EXT. APC                                                                                37

      The line of soldiers double time into the APC. They find their seats and begin strapping in.

                             Alright! Move it! Go on! One, two, three, four, five, six!

                             Let's go! Let's go! Let's go!

                             Alright, I won't combat seating. You know your places.

      Ripley comes in and looks around at the melee of activity. She quickly finds a seat.

                             Get those weapons stowed. Let's go!
                             Come on, settle down people.

      Gorman takes control of the MOBILE TACTICAL OPERATIONS BAY (MTOB). Checking
      out all the monitors.

                             Lock 'em in, Hudson!

                             Ready to get it on, you know it!

                             Okay, Bishop. Let's go.

                                      (into headset)

      Bishop engages the throttle and drives the APC up a ramp into the drop-ship.

                             I'm ready, man. Ready to get it on! Yo!

      Hudson slaps the up-raised hand of a fellow trooper VASQUEZ The APC comes to a stop on
      the ramp. It is lifted up into the belly of the drop-ship as the ramp closes.

      Hicks and Gorman lock into their seats.

38    INT. DROP-SHIP - COCKPIT                                                                        38

      Ferro sets the drop controls in the cockpit. Everyone in the APC can hear her over the

39    EXT. / INT. DROP-SHIP                                                                        39

                             Stand by. Cross locking now. Pre-launch auto-cycle
                             engaged. Primary couplers released. Hit the internals.

      The ship is lowered into a cargo lock on a massive launch rig. It comes to a JOLTING stop
      and locks into position. Ripley looks nervous.

                             Oh shit, man.

                             Confirmed cross lock and drop stations secured.

                             Affirmative. All drop stations secured.

40    EXT. DROP-SHIP                                                                               40

      The cargo lock's inner door closes above the ship, sealing the drop-ship in the blackness
      of the lock, except for a solitaire blue KLAXTON that plays over the ship.

41    INT. DROP-SHIP - COCKPIT                                                                      41

                             Stand-by, ten seconds.

      Looking through the cockpit windows, we see the outer doors of the cargo lock open below
      the drop-ship. Revealing the blue, cloud strewn surface of LV-426.

                             Stand-by to initiate release sequencer...on my mark.
                             Five, four, three,...

42    INT. HOLD - APC                                                                             42


                             We're on the express elevator to Hell. Going down.

      Ripley looks very nervous.

43    INT. DROP-SHIP - COCKPIT                                                                      43

                             ...two, one. Mark.

44    EXT. DROP-SHIP                                                                               44

      Clamps SLAM BACK. The ship drops.

45    INT. HOLD - APC                                                                               45



      Ripley closes her eyes...the point of no return.

46    EXT. DROP-SHIP - SPACE                                                                        46

      The drop-ship dives toward the atmosphere of Archeron. It looks like a tiny black
      mosquito next to the planet. It's engines igniting with a ROAR of a tiger.

47    INT. DROP-SHIP - COCKPIT                                                                       47

                              Switching to DCS ranging.

                              Two-four-o. Nominal to profile.

                              We're in the pipe. Five-by-five.

48    EXT. DROP-SHIP                                                                                48

      It screams down through the stratosphere, plunging into masses of white clouds.

49    INT. DROP-SHIP - COCKPIT                                                                       49

                              We're picking up some hull ionization.

                              Got it.
                                   (into headset)
                              Rough air ahead. We're in for some chop.
50    INT. HOLD - APC                                                                               50

      TIGHT ON GORMAN: The shaking of the ship is jolting him around in his seat. He looks
      very tense and is gripping the chair tightly.

      TIGHT ON OTHER TROOPERS: All being bucked wildly in their seat restraints.

51    EXT. DROP-SHIP                                                                                51

      The craft is being bounced around like a balloon caught in a strong air current. It is
      descending through a very thick, gray cloud layer.

52    INT. DROP-SHIP - COCKPIT                                                                       52

A86                                                                            (CONTINUES)
52    CONTINUED: (2)                                                                              52

      Ferro and Spunkmeyer are monitoring the flight controls intensely.

53    INT. HOLD - APC                                                                             53

      Gorman is sitting semi-calmly in his chair. Eyes closed. Ripley looks over at him.

                             How many drops is this for you Lieutenant?


                             How many combat drops?

                             Uh...two. Including this one.

      Vasquez and Drake exchange do-you-believe-this-shit expressions.


                             Oh, man.

      Ripley looks accusingly at Burke. TIGHT ON HICKS: asleep in his seat harness.

54    EXT. DROP-SHIP                                                                                  54

      Still screaming through the extremely dense layer of clouds.

55    INT. DROP-SHIP - COCKPIT                                                                         55

      The drop-ship's flight computer screen displays the Archeron landscape below the clouds.
      The graphics are just lines, but it is easy to tell where the valleys and hills are. The
      pictures move with the ship.

                             Range zero-one-four. Turning on final.

56    EXT. DROP-SHIP                                                                                  56

      It emerges from the low cloud ceiling. The rocky, wind carved landscape of the planet is
      VISIBLE directly below it.

57    INT. HOLD - APC                                                                             57

      TIGHT ON HICKS: Still asleep in his seat.

A86                                                                         (CONTINUES)

57    CONTINUED: (2)                                                                                57

                             But, I'm telling you. I have a bad feeling about this drop.

      Hudson is looking around the hold. Scanning the room with his HELMET CAMERA.

                             You always say that, Frost. You always say, "I have a
                             bad feeling about this drop."

                             Okay, okay. When we get back without ya', I'll call your

      TIGHT ON MONITOR CONSOLE: REVEALING that Hudson's camera image is just one of
      the pictures being displayed on the APC's MOBILE TACTICAL OPERATIONS BAY, manned
      by Gorman. He controls the board like a video director. The board has lots of screens.
      Each labeled with the names of the troopers. Two for each soldier. The upper screens are
      BIO-MONITORS: EEG, EKG, and other graphic life-function readouts. The lower screens
      show images from the IMAGE-INTENSIFIED VIDEO CAMERAS on their helmets. Other
      screens show EXTERIOR VIEWS.

                             Alright. Let's see what we can see. Everybody on line...
                             looking good. Drake, check your camera. There seems
                             to be a malfunction...

      CLOSE ON DRAKE: As he WHACKS his helmet camera against an ammo case. A
      familiar malfunction.

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

      Gorman looks over his shoulder at Apone, who came to check things out. Gorman nods to
      him. Hudson gets out of his seat and starts walking up the isle in the hold, talking to the

                             I'm ready, man. Check it out. I am the ultimate
                             badass. State-of-the-badass art. You do not
                             want to fuck with me. Check it out.

      He sees Ripley and moves over to talk to her.

                             Hey, Ripley. Don't worry. Me and my squad of
                             ultimate badasses will protect you. (laughs)

      Some of the troopers get into the speech and let out a few cheers.

A86                                                                           (CONTINUES)
57    CONTINUED: (3)                                                                            57

                             Check it out!

      Hudson moves to the back of the APC and stops at the controls for the roof-mounted

                             Independently targeting, particle-beam phalanx. WHAP!

      CLOSE ON RIPLEY AND BURKE: as they watch Hudson boast. Burke looks over at
      Ripley and then back at Hudson.

                             Fry half a city with this puppy. We got tactical smart
                             missiles, phased-plasma pulse rifles, RPG's. We got

      TIGHT ON HICKS: still asleep in his seat.

                             ...electronic ballbreakers!

      One of the troopers lets out a whoop of excitement.

                             We got nukes. We got knives, sharp sticks...

                             Knock it off, Hudson.

      Ripley closes her eyes and puts her hand on her head. Listening to Hudson has given her
      a headache.

                             Alright, gear up! Two minutes people! Get hot!
                             Somebody wake up Hicks.

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

58    EXT. DROP-SHIP                                                                            58

      A HIGH-PITCHED WHINE is heard over the roar of air as four arms swing out from the body
      of the ship. Each arm carries a load of missiles and other weaponry.

59    INT. DROP-SHIP - COCKPIT                                                                   59

                             Coming around for a seven-zero-niner.

A86                                                                         (CONTINUES)
59    CONTINUED: (2)                                                                              59

                             Terminal guidance locked in.

                             Where's the damn beacon? Oh, I see it.

      From the twilight haze ahead, the distant ATMOSPHERE PROCESSOR becomes VISIBLE.

60     INT. HOLD - APC                                                                            60

      Ripley watches the AP station loom on the exterior monitor screens.

                             That's the atmosphere processor?

                             Yeap, that's it. Remarkable piece of machinery.
                             Completely automated. You know we manufacture those,
                             by the way.

      Ripley looks back at Burke from over her shoulder, then returns to viewing the monitors.

61    EXT. DROP-SHIP - STATION                                                                        61

      The tiny ship flies by the side of the AP station. A metal volcano THUNDERING like the
      engines on God's Lear jet.

62    INT. HOLD - APC                                                                             62

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

                             Okay, Ferro. Take us in lower over the main colony
                             complex. Storm shutters are sealed. There's no visible
                             activity. Alright. Hold at forty.


                             Give me a slow circle of the complex.

                             Structure seems intact. They still have power.

                             Okay, Ferro. Set down on the landing grid. Immediate
                             dust-off on my clear and then stay on station.


63    EXT. COLONY COMPLEX                                                                            63

      The drop-ship roars down, extending the loading ramp. As the landing gear hit the ground:

                                  (into Bishop’s headset)
                             Down and clear.

      The APC hits the ground a second later, pulling away from the ship.

64    INT. HOLD - APC                                                                              64

      All the soldiers are standing, rocking in place, prepared to leave the APC quickly.

                             Ten seconds people! Look sharp!

65    EXT. APC - LANDSCAPE                                                                           65

      The APC zooms toward the colony as quick as possible. The drop-ship is seen flying
      skyward in the background.

66    INT. HOLD - APC                                                                              66

                             Alright, I want a nice, clean dispersal this time.

67    EXT. APC - COLONY COMPLEX                                                                       67

      The APC pulls up to the edge of the complex. The CREW DOOR flies open.

                             Let's go! Move it out! Head 'em out!

      The troopers hit the ground running. Spread out, they get behind immediate cover of the
      colony's storm wall. Apone pulls out his starlight-scope binoculars and scans the complex.

      APONE'S P.O.V.: The area is as a sunny day, though contrast and lurid, we SEE the
      colony buildings and streets. Rain pours down in sheets and trash blows in the streets.
      No other movement.

68    INT. HOLD - APC                                                                              68

      CLOSE-UP PROFILE ON RIPLEY looking at the APC monitors o.s. Gorman and Bishop
      are in the b.g.

                             First squad up, on line. Hicks, get yours in a cordon.
                             Watch the rear.

69    EXT. COLONY COMPLEX                                                                            69

A86                                                                               (CONTINUES)
69    CONTINUED: (2)                                                                           69

                            Vasquez, take point. Let's move!

      Sprinting in a skirmish line, Apone's team advances on the colony's main entry-lock.
      Parked across the ramp to lock is a heavy-duty tractor. Vasquez, then everyone else
      reach it. She looks to Apone for the clearance to proceed. Apone waves them forward.

                            Move up!

      Vasquez reaches the main doors. Apone comes up and tries the door controls. Nothing.

                            Hudson, run a bypass.

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

70    INT. HOLD - APC                                                                          70

      CLOSE-UP PROFILES ON RIPLEY and GORMAN watching the APC monitors.

                            Second squad, move up. Flanking positions.

71    EXT. COLONY COMPLEX                                                                          71

                                 (voice over, filtered)
                            Second squad on line.

      Hick's team move up from behind the storm barrier and stop behind the tractor.

72    EXT. COLONY BUILDING                                                                         72

      The wind HOWLS around the bleak structures. A loud SNAP-HISS is heard as Hudson
      makes a connection. The door roars to life and rumbles aside. Apone motions Vasquez
      inside. She goes through the door. The others follow.

73    INT. COLONY - MAIN CONCOURSE                                                                 73

      DOLLYING SLOWLY FORWARD: Following Vasquez, Hudson and Apone as they move
      into the complex. They come to an inner door that is jammed partway open. Hudson
      moves up past Vasquez to the door.

                            You set?

A86                                                                        (CONTINUES)
73    CONTINUED: (2)                                                                              73

      Hudson nods and they pull it open. The door shrieks in its tracks. Beyond, a broad
      corridor stretches into the heart of the complex. Rain drips through blast-holes in the
      ceiling in various spots along the corridor. Evidence of a fire-fight with pulse rifles.

      ON VASQUEZ: Moving forward, her smart-gun cannon swinging slowly back and forth.

74    INT. HOLD - APC                                                                             74

      CLOSE-UP ON GORMAN at the APC monitors.

                              Second team move inside...

75    EXT. COLONY BUILDING                                                                            75

      Hicks and his squad wait right outside the main concourse's door.

                                      (voice over, filtered)
                              ...Hicks, take the upper level.

      Hicks moves his team inside.

76    INT. COLONY - MAIN CONCOURSE                                                                    76

      Apone and his team are still moving forward. Vasquez at point, swinging her smart-gun
      back and forth, looking for any signs of movement. All they find is water and wreckage

      APONE'S P.O.V.: WE SEE the concourse and it's damage through his helmet camera.

                                      (voice over, filtered)
                              Sir, are you copying this?... Looks like hits from small
                              arms fire...

77    INT. HOLD - APC                                                                             77

                                    (voice over, filtered)
                              We got some explosives damage. Probably seismic
                              survey charges. Are you reading this? Keep it tight people.

78    INT. MAIN CONCOURSE - SECOND LEVEL                                                              78

      Hicks leads his squad up the stairwell to the second floor. Ripley is watching Hicks'
      P.O.V. on the APC monitors. They emerge cautiously. An empty corridor recedes into
      the dim distance.

A86                                                                            (CONTINUES)

78    CONTINUED: (2)                                                                             78

                                     (voice over, filtered)
                             Alright. Hicks...Hudson, use your motion trackers.

79    INT. FIRST LEVEL                                                                           79

      Hudson unslings a rugged piece of equipment and aims it down the hall. We SEE the
      screen on the instrument. The machine gives off a THUMP, THUMP, THUMP sound as it
      scans the area. No movement. Apone and his people move cautiously down the corridor.

80    INT. SECOND LEVEL                                                                          80

      Hicks is scanning his area with the tracker.

                             Nothing. Not a goddamn thing.

81    INT. HOLD - APC                                                                        81

      CLOSE-UP PROFILES ON RIPLEY and GORMAN at the APC monitors.

                             Quarter and search by twos.

82    INT. FIRST LEVEL                                                                           82

      Apone's squad come to a three-way junction. He signals them to split up and search
      systematically in pairs.

83    INT. SECOND LEVEL - QUARTERS                                                                83

      Hicks' group come to some damaged rooms. There are no bodies.

                             Okay, Dietrich...Frost, you’re up.

      They move on down the corridor. Hicks and Drake, taking point, explore the rooms.
      Furniture is pushed over, objects broken everywhere. The exterior windows are blown out,
      admitting wind and rain.

84    INT. FIRST LEVEL - QUARTERS                                                                 84

      Hudson and Vasquez come across some of the other colonists' apartments, little more
      than cubicles. Hudson, on tracker, flanks Vasquez as they move forward down the corridor.
      His tracker BEEPS. We see a white spot appear on the screen. Vasquez whirls, cannon
      aimed and ready.

85    INT. HOLD - APC                                                                        85

      Gorman hears the beeping and moves over to look at Hudson's monitor. He looks nervous.

A86                                                                         (CONTINUES)
86    INT. FIRST LEVEL - QUARTERS                                                                     86

      The BEEPING grows more frequent as Hudson advances toward a half-open door.
      Hudson motions Vasquez toward it. The door is partway open. Pulse-rifle blast holes
      pepper the walls in places. The motion tracker screen shows that the movement is in the
      cubicle. Hudson points inside the door and mouths IT’S INSIDE THERE to Vasquez.
      Vasquez readies herself as Hudson puts his foot on the door and pushes it open with a
      bang. Vasquez hustles inside quickly, followed by Hudson. They move over to another
      door, which is closed. They ready themselves as Hudson kicks it in.

      Vasquez is first in, then Hudson with a growl. Inside, a gerbil runs around in its cage,
      totally unaware of what has and what is going on around it.


                              Good one, Hudson.

                              Uh, sir, we have a negative...

87    INT. HOLD - APC                                                                             87

                                      (voice over, filtered)
                              ...situation here. Uh, movin' on, sir.

      Gorman watches Hudson's camera as it shows the little animal running in its cage. He
      eases up.

88    INT. SECOND LEVEL - QUARTERS                                                                    88

      Finishing their sweep of the damaged rooms, Hicks looks at a half-eaten donut beside a
      coffee cup overflowing with rainwater.

89    INT. HOLD - APC                                                                             89

      Ripley is watching Hicks' monitor, when she sees something important on it.

                              Wait! Wait, tell him to...
                                     (picks up a headset)
                              Hicks. Backup. Pan right. There.

      The image shifts, REVEALING a section of floor that has been melted away in an irregular
      pattern. We SEE Hicks kneeling by the holes from Drake's P.O.V..

A86                                                                            (CONTINUES)
89    CONTINUED: (2)                                                                                  89


                            You seeing this all right? Looks melted. Somebody must
                            have bagged one of Ripley's bad guys here.

      Ripley looks over at Burke.

                             Acid from blood.

90    INT. FIRST LEVEL                                                                            90

      We SEE Hudson from Vasquez's P.O.V.. He is looking up at something.

                             If you like that, you're gonna' love this...

      WIDER: 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. Hudson leans over the hole and spits into it. It drops for a long way
      down into blackness. Vasquez playfully nudges him toward the hole. Hudson jumps

                             Quit screwing around!

                                  (into headset)
                             Second squad, what's your status?

                                              (voice over)
                             We just finished our sweep. Nobody's home.

                             Roger. Sir...uh, this place is dead. Whatever happened
                             here, I think we missed it.

91    INT. HOLD - APC                                                                             91

      CLOSE-UP ON GORMAN at the APC monitors.


                             Alright, the area's secure. Let's go in and see what their
                             computer can tell us.

                             Wait a minute. The area's not secure...

A86                                                                          (CONTINUES)
91    CONTINUED: (2)                                                                           91

                            The area's secure, Ripley. First team, head to

92    INT. FIRST LEVEL                                                                         92

      CLOSE-UP ON HUDSON and VASQUEZ in the colony corridor.

                                   (voice over, filtered)
                            ...Hudson, see if you can get their CPU on line.


93    INT. HOLD - APC                                                                          93

      CLOSE-UP ON GORMAN at the APC monitors.

                            Hicks, meet me at the South Lock. We're coming in.

                                     (voice over, filtered)

94    INT. FIRST LEVEL                                                                         94

      CLOSE-UP ON HUDSON and VASQUEZ in the colony corridor. HUDSON covers his helmet
      microphone while looking at VASQUEZ.

                            He's coming in. I feel safer already.

                                  (sotto voice)
                            Pendejo jerk off.

95    EXT. COLONY COMPLEX                                                                         95

      The APC rolls down a deserted street of the complex and stops at the South Lock. Frost
      and Hicks emerge from the lock. The APC's CREW DOOR slides back and Gorman
      emerges, followed by Burke and Ripley.

                                    (voice over, filtered)
                            Sir, the CPU is on-line. No problem.

                            Good. Stand-by in operations.

A86                                                                            (CONTINUES)
95    CONTINUED: (2)                                                                              95

      Gorman shuts the door. Ripley looks around, feeling unsure about entering the building.

                             Okay, let's go.

      The group head for the lock and meet up with the troopers. Bishop exits from the other side
      of the APC and runs over to the group. They proceed into the complex. Ripley stops just
      before entering the building, hesitating about go in. The rain pours down on her, soaking
      her and matting down her hair.

      Hicks and Frost notice that Ripley has stopped. Hicks turns and moves back to her.

                             Are you all right?


      Ripley moves past them into the complex. The soldiers follow. The large doors of the lock
      whine close and shut with a bang.

96    INT. CORRIDOR                                                                                  96

      Gorman emerges from a hole in a barricade blocking the corridor, a hastily-welded wall of
      pipes, steel-plate, outer-door panels and machinery. Acid-holes have slashed through
      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. The rest of group emerge after


      Drake comes up the corridor to meet them.

                             They sealed off this wing at both ends. Welded the doors
                             and blocked off the stairs with heavy equipment.

                             Uh huh.

      Ripley comes through the barrier, wide eyed and tense. The group slowly moves up the

                             But, it looks like the barricade didn't hold.

                             Any bodies?

A86                                                                          (CONTINUES)
96    CONTINUED: (2)                                                                                 96

                              No, sir.

                              Last stand. Must have been a helluva’ fight.

                              Yeah. Looks that way.

                              Alright. Drake...this way. We should be able to cut
                              through the Med-Lab to Operations.

97     INT. MED-LAB                                                                                  97

      The soldiers' 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. But, a lot of it is still
      in place and intact. The blue lighting in the rooms causes lots of unwanted shadows.
      Burke touches Gorman, pointing him to something across the room. The others follow.

      TIGHT ON RIPLEY: Transfixed by something.

      The others approach, seeing what she sees. She has stopped at the door of a second
      room, part of the Med-Labs area. In a storage alcove, at near eye-level, stand six
      transparent cylinders filled with liquid, each lit from beneath. STASIS TUBES.

      They seem to contain large SEVERED ARTHRITIC HANDS, the palsied fingers curled in
      a death-rictus.

      Hicks comes up behind Ripley and looks in the room from the doorway.

                              Lieutenant. Gorman!

      Gorman comes over. Hicks and Gorman move passed Ripley into the room. Burke and
      Bishop follow closely.

                                     (to Ripley)
                              Are these the same ones?

      Ripley nods, unable to speak. Burke walks over and leans close to one of the cylinders
      in fascination, his face almost touching it...

                              Careful, Burke!

      The creature inside lunges suddenly, slamming against the glass. Burke, jumps back.
      So does everyone else. From the "palm" of the thing's body emerges a pearlescent
      TUBULE, which slithers tongue-like over the inside of the glass.

A86                                                                            (CONTINUES)
97    CONTINUED: (3)                                                                                 97

                             Looks like love at first sight to me.

      WIDE ANGLE ON BISHOP and GORMAN staring at the o.s. active facehugger in the tube.

                                              (voice over)
                             Oh, he likes you, Burke.

      BISHOP picks up a file-folder from between two of the dead specimen tanks.

                             Two are alive, the rest are dead.

      BISHOP flicks through the file-folder’s pages. Inside is a medical chart printout with hand-
      written entries.

                             Surgically removed before embryo implantation.
                             Subject: Marachuk, John J. Died during the procedure.
                                   (looking up)
                             They killed him taking it off.

      They are all startled by a LOUD BEEPING. Hicks' motion tracker, being held by Frost,
      comes to life. Something is moving in its scanning range. BEEP. BEEP.

                             Yo, Hicks! I think we got something here.

      They all come up to look closely at the tracker.

                             Behind us.

                             One of us?

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

                                     (voice over, filtered)
                             That's a negative. We're all in Operations.

      Drake moves up ahead of the group. Frost falls in next to him. They all start heading toward
      the source of the signal. Drake keeping his smart-gun aimed ahead at all times.

A86                                                                           (CONTINUES)
97    CONTINUED: (2)                                                                            97

                              Talk to me, Frosty.

                              Just keep moving baby.

      As the soldiers round an array of complicated equipment, Gorman accidentally knocks over a
      metal canister, sending it CLANGING. Ripley jumps like a cat. She looks at Gorman and
      moves on.

                              It's moving.

                              Which way?

                              It's coming straight for us. Straight up.

98    INT. MED-LAB - CORRIDOR                                                                       98

      The team move into an adjoining corridor. Hicks' tracker beeps rapidly.

      CLOSE-UP: The tracker’s screen shows the object moving closer. It counts down the feet
      till contact.

      Something moves in the dark, jumping across the corridor.

      ON DRAKE: Pivoting smoothly to fire. In the same instant, Hicks' rifle slashes INTO
      FRAME, slamming Drake's barrel upward. A STREAM OF TRACER FIRE rips into the

                              You fuck!

                              Hold up! Ripley.

      He motions her forward. Trusting his judgment, she comes up beside him. They crouch
      down by a row of steel cabinets and Hicks aims his light under them.

      RIPLEY'S P.O.V.: Lit by Hicks' pack-light...a tiny cowering figure. A very dirty, very
      terrified NEWT JORDEN.

      She grips the HEAD OF A LARGE DOLL, holding it by the hair. Just the head.

                              Hey, shhhhh. It's alright. Come on.

A86                                                                           (CONTINUES)
98    CONTINUED: (3)                                                                                  98

      Hicks begins reaching under the cabinets to grab her. Newt inches away each time he
      comes to close.

                              Just grab her, Corporal.

                              Don't be afraid. Come on. We won’t hurt you.
                              Shhhh, it's alright. It's okay. Come on out.
                              Come on. Easy. Easy.

      Newt finally gets herself jammed in a corner and Hicks is able to grab her wrist.

                              I got her!

      Newt bites him on the hand and bolts like a shot, scuttling along beneath the floor grilling.
      Hicks yanks his hand back in pain.

                              Owwwwww! Damn!

                              Watch her!

                              Don't let her go!

                              She's under the grill!

                              Frost, use your lantern. Frost, get your light up here!

                              Right here!

                              Where'd she go?!

                              She's on the other side of us!

                              Shine your light!

                              Down here! Here, here!

A86                                                                            (CONTINUES)
98    CONTINUED: (3)                                                                                 98

                             Here, here!

                             There she is!

                             Keep back! Keep back! Don't scare her!

                             Grab her, man! We're going to loose her!

      Newt reaches an air duct set in the baseboard and scrambles inside.

                             Damn it!

      Ripley grabs Bishop's light and dives, squirms into the duct without thinking.

                             She can't get out!

99    INT. VENTILATION ROOM                                                                           99

      Newt enters the room and quickly turns to lock the ducts grille door. But, Ripley pushes
      the grille open before the child can latch it, and crawls in after her.

                             Wait! Wait!

      Newt is backed into a cul-del-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,
      operated TAPE PLAYER. She looks up at the rotating fan drum above the room while
      moving silently forward.

                             It's okay. It's alright. Don't be afraid.

      Ripley picks up one of the cheap jewelry pearl necklaces and holds it up in front of Newt as
      she moves forward.


      Newt's not buying and is trying desperately to back further away, but the wall behind is
      stopping her. Nowhere to run. Nowhere, except another air duct right beside her. She
      dives for the hatch.

A86                                                                           (CONTINUES)
99    CONTINUED: (2)                                                                                    99

                              Wait! No you don't!

      Ripley grabs her, controlling the girl in a bear hug. The child struggles wildly, like a cat at
      the vet's.

                              It's okay! Everything is going to be alright now! Shhhhhh!
                              Easy,'s going to be okay. It's alright, your going
                              to be okay. Shhhh, shhhh, shhhh,...easy...easy.

      Newt goes limp, almost catatonic.

      Ripley looks over to her side and notices something amidst the debris...a FRAMED
      PHOTOGRAPH of Newt, dressed up and smiling. In embossed white letters underneath,
      it says:

                                SECOND GRADE CITIZENSHIP AWARD
                                       REBECCA JORDEN

      Looking back down at Newt in her arms, Ripley strokes the girl’s hair in a motherly fashion,
      keeping the child calm. Newt is lost in her mind, staring at nothing.

100   INT. OPERATIONS - MANAGER'S OFFICE                                                                 100

      Hicks opens the storm shutters on all the windows. We can SEE that fog has rolled in and
      covered up the landscape outside.

      Newt sits on a desk, legs dangling over the side, looking at a point in space. Ripley enters,
      carrying a coffee mug. She stands and watches Gorman talk to Newt.

                              What's her name again?


      Gorman leans in front of Newt while Dietrich watches her readouts from a portable
      BIO-MONITORING terminal in her hand.

                              Now think, Rebecca. Concentrate. Just start at the
                              beginning. Where are your parents?

      No response.

                              Now look, Rebecca. You have to try and help...

A86                                                                              (CONTINUES)
100    CONTINUED: (2)                                                                                100

                             Gorman! Give it a rest why don't ya'.

      Gorman straightens up with a sigh of dismissal.

                             Total brainlock.

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

                             Come on. We’re wasting our time.

      Gorman and Dietrich exit, leaving only Ripley with Newt. She kneels down beside the
      child. Newt continues to stare ahead blankly.

                             Try this. It's a little 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.

                             Here you go. Ooop, that good, huh.

      Ripley wipes away the spilt coco, causing some of the dirt on Newt's face to come away.

                             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

                             Hard to believe there's a little girl under all this.
                             And a pretty on too.

      Newt doesn't seem to know she's there.

                             You don't talk much, do you?

101   INT. OPERATIONS                                                                                101

      TIGHT ON MONITOR SCREEN: As an abstract of the main-colony ground-plan drifts across
      the screen. Searching.

A86                                                                                  (CONTINUES)
101   CONTINUED: (2)                                                                             101

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

      Hudson operates a joystick controller, which moves the ground-plan around.

                              Smoking or non-smoking?

                              Just tell me what your scanning for private?



                              Personal-Data Transmitters. Every colonist had one
                              surgically implanted.

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

102   INT. OPERATIONS - MANAGER'S OFFICE                                                              102

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

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

      Newt's voice is all but inaudible.


      Ripley leans closer. The single syllable was incomprehensible.

                              What did you say?

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

      Ripley grins. She speaks quietly, not wanting to break the spell.

A86                                                                                (CONTINUES)
102    CONTINUED: (2)                                                                                  102

                              Newt. I like that. I'm Ripley. It's nice to meet you.
                              And who is this, huh?

      Ripley lifts Newt’s filthy left hand up which still clutches a disembodied doll. Newt looks at
      the head.


                              Hello, Casey. And what about your brother, what's his


                              Is Timmy around here too? Maybe hiding like you were?

      Newt seems to close up, staring away from Ripley, not making eye-contact.

                              Any sisters?

      Newt shakes her head "no," barely moving.

                              Mom and Dad?

      The little girl nods, almost imperceptibly.

                              Newt...look at me.
                                     (lifts the child’s face with her hand)
                              Where are they?

                              There dead! All right?! Can I go now?!

                              I'm sorry, Newt. Don't you think you'd be safer here with

      Newt shakes her head "no" with chilling certainty.

                              These people are here to protect you. They're soldiers.

A86                                                                             (CONTINUES)
102    CONTINUED: (3)                                                                         102

                            It won't make any difference.

103   INT. MED-LAB                                                                           103

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

                            Need anything else?

      Bishop looks up from his work at Spunkmeyer. He seems to have trouble answering the

                            Hello, Bishop. Do you need anything else?


                            That's a nice pet you've got there, Bishop.

                            Magnificent, isn't it?

104   INT. OPERATIONS                                                                        104

      Everyone jumps as Hudson cries out triumphantly.

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

                            They alive?

                            Unknown. It looks like all of them. Over at the
                            processing station...Sub-Level 3...under the main cooling

      TIGHT ON SCREEN: Showing an amoeba-like cluster of flashing white dots clumped
      tightly in one area.

                            Looks like a goddamn town meeting.

A86                                                                        (CONTINUES)
104    CONTINUED: (2)                                                                                104

                             Let's saddle up, Apone.

                             Aye, sir. Alright, let's go people, they ain't payin' us by
                             the hour. Let's go! Head 'em out! Okay, Frost. Your

105   EXT. ACHERON - TWILIGHT                                                                        105

      The APC roars across the stygian landscape toward the ATMOSPHERE STATION two
      kilometers away.

106   INT. HOLD - APC                                                                               106

                             It's okay. Don't worry. It'll be okay.

      Newt sits just aft of the driver's cockpit. Gorman's MTOB is right behind her. She sits,
      clutching her doll head and talking to it in a caring manner. She stops and looks behind her.
      Ripley is standing by Gorman, her gaze is riveted to a monitor, which the atmosphere
      station looms ahead on.

107   EXT. APC - STATION                                                                             107

      The vast structure towers above the personnel carrier as it drives up the access ramp and
      stops before the door. It opens, sliding up into the ceiling. The APC drives on into the
      station, dropping its huge top-mounted cannon down on its rear in the process. If it hadn't,
      the cannon would have bashed into the ceiling of the narrow corridor ahead.

      The APC comes to a halt. Deploying in front of the APC, backlit by its lights, the troopers
      cast long shadows. The base of the station is a depthless maze of conduits and pressure
      vessels, like an oil refinery.

                                    (voice over, filtered)
                             I want a straight B-Deployment. Second team on the left
                             flank. Advance on axial six-six-four. Tracker on-line.
                             Set the V-gain to filter RF ambient...

                             Hudson, tracker on-line. Left and right little buddy.

                                    (voice over, filtered)
                             Forty meters in, bearing two-two-one, there should be a

                             Check! Got it!

A86                                                                             (CONTINUES)
107    CONTINUED: (2)                                                                          107

                                   (voice over, filtered)
                             You want Sub-Level 3.

      They descend the stairwell into the dark pit of machinery.

                             Let's go people. Hudson, you get the point. Hicks,
                             watch our tails. Nice and easy. Check those corners...

108   INT. HOLD - APC                                                                          108

      We SEE Apone and the other soldiers from Hicks' P.O.V.. They are still descending the

                                       (voice over, filtered)
                             …Check those corners.

                             Watch your spacing.

                                   (voice over, filtered)
                             Awright, you heard the man. Don't bunch up Stay lose.

                             Uh...your transmission's showing a lot of breakup.

      We SEE Hudson from Apone's P.O.V.

                             Probably getting some interference from the structure.

                                   (voice over, filtered)
                             Watch those lights.

      TIGHT ON COMPUTER SCREEN: Showing the ground-plan of the station. The troopers are
      only a line of white dots slowly moving down the stairwell in the layout.

                             Next one down. Then proceed on a two-one-six.

                                    (voice over, filtered)
                             Uh...roger. That's a two-one-six.

      TIGHT ON NEWT: Watching all the troopers on the monitors.

A86                                                                         (CONTINUES)
108    CONTINUED: (2)                                                                              108

      We SEE the corridor the soldiers have just entered from Vasquez's P.O.V.. The group
      stands before a bizarre tableau. Over the refinery-like lattice pipes and conduits,
      something new and not of human design has 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.

                             I'm not making that out to well. What is that, Hudson?

      Hudson APPEARS on Vasquez's P.O.V..

                             You tell me, man. I only work here.

109   INT. ALIEN STRUCTURE                                                                          109

      WIDER: They enter the organic labyrinth, playing their lights over the walls, REVEALING

110   INT. HOLD - APC                                                                            110

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

                             What is that?

                             I don't know.

                             Proceed inside.

111   INT. ALIEN STRUCTURE                                                                          111

      The soldiers move on through a corridor, in a broken line. Everywhere they look, the walls
      are covered with the alien substance. Water drips down through holes in the ceiling.

      TIGHT ON VASQUEZ: As they come to a junction and go left. Hudson looks excited.

                                    (voice over, filtered)
                             Watch your firing and check your targets. Remember,
                             we're looking for civvies in here.

      Vasquez comes to another junction and points her smart-gun to the left. The team heads
      that way.

A86                                                                          (CONTINUES)
111    CONTINUED: (2)                                                                           111

                                    (voice over, filtered)

                                  (voice over, filtered)
                            Tighten it up, Frost. We're getting a little thin.

                                  (voice over, filtered)
                            Nice and easy.

      TIGHT ON DIETRICH: as she snaps off a piece of alien lattice from a wall.

                            Looks like some sort of secreted resin.

                            Yeah. But, secreted from what?

                                 (voice over, filtered)
                            Nobody touch nothin'.

112   INT. HOLD - APC                                                                          112

                            Busy little creatures, aren't they?

113   INT. ALIEN STRUCTURE                                                                          113

      TIGHT ON FROST, then HUDSON as they come into view.

                            Hot as hell in here.

                            Yeah,'s the dry heat.

                            Knock it off, Hudson.

114   INT. HOLD - APC                                                                          114

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

                            Lieutenant, what do those pulse-rifles fire?

A86                                                                              (CONTINUES)
114    CONTINUED: (2)                                                                           114

                            10mm explosive-tip caseless, standard light-armor
                            piercing round. Why?

                            Well, look where your team is, they're right under the
                            primary heat exchangers.


                            So, if they fire their weapons in there, won't they
                            rupture the cooling system?

                            Ho, ho, ho. Yeah. She's absolutely right.

                            So? So what?

                            Look, this whole station is basically a big fusion reactor.
                            Right? So, we're talking about a thermonuclear explosion
                            and adios muchachos.

                            Oh...ah, great. Wonderful. Shhhit!
                                    (into headset)
                            Look...uh…Apone...look, we can't have any firing in there.
                            I, uh, want you to collect magazines from everybody.

115   INT. ALIEN STRUCTURE                                                                          115

      The troopers look at each other in dismay. They all start arguing against the command.

                            Is he fucking crazy?

                            What the hell are we supposed to use, man?
                            Harsh language?

                                  (voice over, filtered)
                            Flame-units only. I want rifles slung.

                            Sir, I…?

A86                                                                           (CONTINUES)
115    CONTINUED: (2)                                                                            115

                                    (voice over, filtered)
                             Just do it, Sergeant. And no grenades.

                             Awright, sweethearts, you heard the man. Pull 'em out.
                             Come on. Let's have 'em. Come on, Vasquez. Clear
                             and lock.


      Apone walks among the troopers, collecting the magazines from each one's weapon.
                                            (voice over)
                          You too, give it up Speedy. Come on. Let's go.
                          Crowe, I want it now. Give it up.

      When Apone moves on, Vasquez pulls out two spare magazines from concealment and
      inserts one in her weapon. She gives the other to Drake.

                             Right on, Vas.

                             Let's go, Marine. Give it up. Frost, you got the duty.
                             Open that bag.

      Apone puts all the cartridges in Frost's rucksack and hands it back to him to carry.

                             Thanks a lot, Sarge.

                             Hicks! Cover our ass. Head 'em out people!

      Hicks reaches over his shoulder and slides out an old-style PUMP-ACTION TWELVE
      GAUGE with a sawed-off butt stock from a leather quiver attached to his battle-harness.
      Frost looks over at it.

                             I like to keep this handy...

      Hicks chambers a round.

                             ...for close encounters.

                             I heard that.

116   INT. LARGE CHAMBER                                                                               116

      The air is thick. Lights flare.

                                    (voice over, filtered)
                               Any movement?

      Hudson watches his tracker, scanning.

                               Nothing. Zip.

      Apone stops, his expression changing as he gazes up a wall.

                               Holy shit.

      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 twisted positions. Rib cages burst
      outward, exploded from within. Paralyzed, then brought here as hosts for the embryos which
      grew within them.

117   INT. HOLD - APC                                                                                 117

      Ripley is seeing the chamber of horrors on the monitors. She can hardly watch, but pushes
      herself too.

                                Newt, go sit up front. Go on. Now!

118   INT. COCOON CHAMBER                                                                                  118

      Arrayed across the floor are a number of leathery OVOIDS, alien eggs, their tops open like
      flower petals. Hicks shines his light and aims his shotgun into one. Empty and dry.

119   INT. HOLD - APC                                                                                      119

      TIGHT ON GORMAN: Wide-eyed and alert. Frightened by what he is seeing.

120   INT. COCOON CHAMBER                                                                                  120

      Hicks finds one of the multi-legged parasites, curled up and shriveled like a dead spider.
      Others lie at the feet of the cocooned colonists, graphically illustrating the bizarre life-cycle.
      He lifts it up with the end of his twelve-gauge to examine it. His light showing the
      non-human grotesqueness of the creature.

                                     (voice over, filtered)
                                Steady people. Let's finish our sweep.

A86                                                                               (CONTINUES)
120    CONTINUED: (2)                                                                             120

      Hicks tosses the dead parasite to the floor and moves on.

      The line of troopers, with Vasquez at point, move alone a cocoon wall. A drop off blocks
      their way on the left. Only a guard rail protects them from falling.

                                    (voice over, filtered)
                             We're still Marines and we have a job to do.
                             Keep it movin'. Easy.

      TIGHT ON DIETRICH: As she moves close to examine one of the figures, perhaps the most
      "recent." A WOMAN, ghost-white and drained. Dietrich lifts up the head of the woman. The
      woman's EYES SNAP OPEN. They seem to plead.



                             TOP!! Get over here! We've got a live one! You're going
                             to be alright. Your going to be alllright.


121   INT. HOLD - APC                                                                             121

      Ripley watches the woman and soldiers on their monitors, white-knuckled.

                                          (voice over, filtered)
                             Just stay calm. We're going to get you out of here.

                                     (voice over, filtered)
                             Uh...sir, we've got a survivor here.

                                           (voice over, filtered)
                             It's going to be alright. Give me a hand. We gotta get her
                             out of here.

                                  (voice over, filtered)
                             Hudson...Dietrich, what's going on?

122   INT. COCOON CHAMBER                                                                             122

A86                                                                         (CONTINUES)
122    CONTINUED: (2)                                                                                122

      The woman begins to convulse.


      The woman screams, a sawing shriek of mindless agony.

123   INT. HOLD - APC                                                                                123

      Ripley watches in horror as the woman screams in blinding pain.


                                    (voice over)
                             Dietrich, get back! Get back!

124   INT. COCOON CHAMBER / INT. HOLD – APC                                                          124

      Viewpoints jump back and forth between the shrieking woman and Ripley in the APC as
      she tries not to watch the painful birth of something that rips it's way out of the cocooned

125   INT. COCOON CHAMBER                                                                            125

                             Frost! Flamethrower!

                             Kill it!

                             Get back! Flamethrower! Move!

      Frost hands it to him. Apone pulls the trigger. Then the other troopers carrying flame-units
      open fire. An orgy of purging fire. The creature let's out a high-pitched death shriek as it
      dies. It slumps over in the flames, half in / half out of the dead woman. The cocoons vanish
      in the shimmering heat.

      A SHRILL HISSING begins throughout the chamber. Like a siren created from escaping gas.
      Apone and Dietrich look above them. Unseen by the troopers, SHAPES begin to move in the
      walls themselves...glistening bio-mechanoid forms. Visibility drops as smoke fills the chamber.


                             What's the position?

A86                                                                           (CONTINUES)
125    CONTINUED: (2)                                                                           125

                              Uh...can't lock in...

                              Talk to me, Hudson.

                             Uh, multiple signals...they're closing.

                             Go to infra-red people. Look sharp.

      The squad members snap down their image-intensifier visors, which cover the right eye,
      leaving the other free for normal vision.

126   INT. HOLD - APC                                                                           126

      Gorman is playing with the gain controls on the monitors.

                              What's happening, Apone? We can't see anything in

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

                              Pull your team out, Gorman.

127   INT. COCOON CHAMBER                                                                           127

      In abstract glimpses, we SEE the walls come alive...the troopers move in the smoky grotto,
      seeing without seeing.

                              I've got signals! I've got readings in front and behind.

                              Where, man! I don't see shit.

                              He's right. There's nothing back here.

                              Look, I'm telling you, something's moving and it ain't us.

      Dietrich comes up and touches Frost on the shoulder, making him jump.

                              Ah shit.

A86                                                                            (CONTINUES)
127    CONTINUED: (2)                                                                              127

                              The tracker's off the scale, man. They're all around us,
                              man! Jesus!

                              Maybe they don't show up on the infra-red at all.

      Dietrich, standing near a wall of the chamber, grips her flamethrower tightly. She doesn't
      see the nightmarish figure emerge from the wall behind her. It strikes, seizing her and
      taking her upward. She fires, reflexively, wildly. The jet of flame ENGULFS FROST, nearby.

      He falls over a railing, dropping like a lit match into the dark heart of the complex.


      Hicks and Crowe turn, horrified, to see the human torch drop his flaming satchel of pulse-
      rifle magazines. Hicks grabs Crowe, pulling him away from the burning ammo.

                              COME ON!!

      They turn and run. BOOM! They are catapulted forward by the blast, with Crowe striking a
      pillar head-on.

128   INT. HOLD - APC                                                                              128

      Ripley watches Crowe's monitor spin and go black. Frost and Dietrich's have turned to
      static break up. Their bio-readouts go FLAT-LINE.

                              Jesus Christ! Apone, what is going on?!

      Hicks shows up on Hudson's P.O.V.

                              Weirzbowski and Crowe are down!

129   INT. COCOON CHAMBER                                                                           129


                              Dietrich...Frost, off the board!

                              ...sound off! Frost! Frost!

A86                                                                             (CONTINUES)
129    CONTINUED: (2)                                                                           129

      Hicks turns over Crowe's dead body. He turns at the sound of someone yelling off to his

                             Wierzbowski! Wierzbowski!

130   INT. HOLD - APC                                                                           130

      We SEE Wierzbowski's P.O.V. spinning and then become static.

131   INT. COCOON CHAMBER                                                                          131

      Vasquez looks over at Drake with a grim satisfaction.

                             Let's rooock!!

      They OPEN UP simultaneously. Vasquez moves ferret-quick in a pivoting dance. Thunder
      and lightning. Better than sex for her.

132   INT. HOLD - APC                                                                           132

                             Who's firing, goddamnit?! I ordered a hold fire!

133   INT. COCOON CHAMBER                                                                       133

      TIGHT ON VASQUEZ as she and Drake blast the hive walls with bullets, their bodies
      illuminated by strobes of muzzle blasts from the weapons.


134   INT. HOLD - APC                                                                           134

      Gorman stares at the APC monitors in shock, his mental state starting to collapse since he
      doesn’t know what to do and his orders are not being met.

                             I ordered a hold fire!

                                            (voice over)
                             They're coming out of the walls!

135   INT. COCOON CHAMBER                                                                       135

      Vasquez and Drake start leading the other troopers toward the exit tunnel.

A86                                                                             (CONTINUES)
135    CONTINUED: (2)                                                                            135

                             They're coming out of the goddamn walls! Let’s book!

136   INT. HOLD - APC                                                                            136

      Gorman looks as if he is going to loose it at any moment. He is pale and covered with

                                   (voice over, static)
                             On your right, man!


                                      (voice over, static)
                             Do iiittt!!

                             ...I want you to lay down suppressing fire with the...

137   INT. COCOON CHAMBER                                                                            137

                                     (voice over, static)
                             ...incinerators and fall back by squads to the APC, over.

                             Vasquez! Drake! Hold your fire, goddamnit!

                                   (voice over, static)
                             Apone...are you copying this? Lay down a
                             suppressing fire with the...

138   INT. HOLD - APC                                                                            138

                             ...incinerators and fall back by squads...

139   INT. COCOON CHAMBER                                                                            139

      Apone is spinning in place, looking all around him for the unseen enemy and trying to listen
      to Gorman.

                                     (voice over, static)
                    the APC, over.

A86                                                                            (CONTINUES)
139    CONTINUED: (2)                                                                           139

                             Say again! All after incinerator!

140   INT. HOLD - APC                                                                          140

                             I said, I want you to lay down a suppressing fire with the
                             incinerators and fall back...

141   INT. COCOON CHAMBER                                                                          141

                                     (voice over, static)
                    squads to the APC, over.

      Apone spins, isolated in the dense smoke. Can't see anything. Suddenly, his eyes snap
      upward to see one of the creatures above. He raises his flamethrower to fire. But, he’s not
      fast enough.

142   INT. HOLD - APC                                                                           142

      Apone's monitor whites out as his flamethrower fires, then SPINS CRAZILY. Sounds of a
      vicious struggle...then rolling static.

                                  (voice over, static)
                             Eeeaahhh! Sarge! Sarge!


                                      (voice over, static)

                             Talk to me?

                                   (voice over, static)
                             He's dead, man!

                                   (voice over, static)
                             Top! You copy!

                                   (voice over, static)
                             Ah, man! He's gone!

A86                                                                           (CONTINUES)
142    CONTINUED: (2)                                                                           142

                    to ME!

                             He's gone!

      CLOSE-UP ON MONITOR: Showing different soldiers' P.O.V.'s of the surrounding battle.

                             GET THEM OUT OF THERE!

                             Shut up!

                             DO IT NOW!

                             SHUT UP!

      Ripley grabs a headset from the counter and yells into it.

                             Hicks! Who's ever left, get the hell out of...

      Gorman rips the headset out of her hand.

                             Just shut up!

                             God Damn it!!

      TIGHT ON P.O.V.'s: As we SEE the soldiers' running around and yelling into each other's
      helmet cameras.

                             Where's Apone?! Where's Apone?!

                             The sarge is gone! Let's get the fuck out of here!

                             Hudson! Move it! Let's go, Marines!

                             Let's move it, Vas! Let's move it!

                             Hudson? Vasquez?

A86                                                                           (CONTINUES)
142    CONTINUED: (3)                                                                           142

                             Hudson! Look out!

                             Get it!

      We SEE Hicks come up and blow away one of the o.s. creatures with his twelve-gauge on
      the monitor.



                                   (voice over, static)
                             Move it! Fall back! Fall back!

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

                             I told them to fall back.

                                    (voice over, static)
                             Fall back, goddamn it, now!

                                  (voice over, static)
                             Come on! Move it! Move it!

                             I told them to fall back.


                             They're cut off! Do something!

      But, he's gone. Total brain lock.

                                    (voice over, static)
                             Let's go, Marines! Let's move it!

      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 and a stunned Burke, she runs up the isle of the APC.

A86                                                                       (CONTINUES)
142    CONTINUED: (4)                                                                              142

                                  (voice over, static)
                             Come on! Keep moving, baby!

      Ripley comes up to Newt, sitting in one of the soldiers' seats, and locks the harness down
      over her.

                             Hold on, Newt.

      Ripley jumps into the driver's seat of the APC. Taking a deep breath, she starts slapping
      switches. Gorman suddenly comes back to his senses upon hearing the APC startup.

                             Ripley, what the hell are you doing?!

      She slams the tractor into gear.

143   EXT. APC                                                                                     143

      As the drive-wheels spin on the wet ground, the massive machine leaps forward, moving
      down the narrow corridor.

144   INT. DRIVER'S CABIN - APC                                                                       144

      Gorman lunges into the driver's cabin and grabs the steering controls, causing Ripley to
      loose control of the vehicle momentarily.

                             Turn around!

145   EXT. APC                                                                                     145

      The temporary loss of control scraps the APC along the corridor's wall. Sparks fly.

146   INT. DRIVER'S CABIN - APC                                                                       146

      Gorman is trying his best to stop Ripley from going any further.

                             That’s an order!

      Newt pushes up the seat's harness and moves down into a corner on the floor of the APC.

                                              (voice over)
                             Turn this thing around!

A86                                                                          (CONTINUES)
146    CONTINUED: (2)                                                                            146

                                             (voice over)
                              Get off me, damnit!

                              Goddamnit! That's an order!

      Burke rushes up and pulls him off Ripley and places him in co-pilot seat.

                             You had your chance, Gorman!

147   INT. / EXT. APC                                                                            147

      Ripley comes to a descending rampway and slams the left and right drive-wheel actuators
      viciously, spinning the machine in a roaring pivot. The APC hits the corridor's wall sideways
      and then keeps on moving.

148   INT. ESCAPE CORRIDOR                                                                       148

      Hicks, supporting a limping Hudson, appears from a smoky corridor. Drake and Vasquez
      bring up the rear, taking out the closing creatures with accuracy.

                             Come on!

                             Come on, Drake!

149   EXT. APC                                                                                   149

      The APC roars down into the smoky structure. Emerging from a cloud of smoke that covers
      the corridor.

150   INT. DRIVER'S CABIN - APC                                                                  150

      TIGHT ON RIPLEY: As the smoke from the cloud clears, Ripley looks out and SEES a
      wall of alien-encrustation directly in path of the vehicle. She braces for impact.

151   EXT. APC                                                                                   151

      The APC smashes through the wall, showering debris everywhere. Another wall is broken
      as the APC continues to move forward into the chamber beyond. As the APC comes to a
      halt, alien debris is scattered all around the vehicle.

152   INT. ESCAPE CORRIDOR                                                                       152

      Drake and Vasquez are opening up on the creatures. They seem to appear from every nook
      and cranny in the chamber.

A86                                                                          (CONTINUES)
152    CONTINUED: (2)                                                                            152

                             Come on! Let's move it!

                                  (to Drake)
                             Come on! Let's go! Let's go!

153   EXT. / INT. APC                                                                            153

      Hicks and Hudson appear in front of the APC. The debris around the APC blocks their
      way for a straight-away shot to the crew-door.

                             It's blocked, man! We've gotta go around!

      Ripley sees Hicks and Hudson out of the APC's front windows. Burke is right next to her.

                             Open the door!
                                    (into head mic)

      Burke quickly moves to open it.

152   EXT. APC                                                                                  152

                             Drake! We are leaving!

                             Give some, Vas! Run for it! Shit!

      Drake goes empty, slaps the buckles, cutting loose his smart-gun harness, and unslings a
      flamethrower he has picked up.

153   INT. HOLD - APC                                                                            153

      Hicks carries Hudson inside quickly, dropping him down on some ammo boxes.

                             Let's go! Let's go!

154   EXT. APC                                                                                   154

                             Drake, come on, man! We're going!

      Hicks pulls Vasquez inside, massive gear and all. Drake is right behind her, frying the
      chamber with his flamethrower.

A86                                                                          (CONTINUES)
154    CONTINUED: (2)                                                                                154

                              Drake, come on!

      A DARK SHAPE RISES next to him. Vasquez notices it first and fires 10 bursts, prone.
      Clean body hits. The flashes light up the inhuman grin, blowing open the thing's body. A
      spray of BRIGHT YELLOW ACID slashes across Drake's face and chest, eating into him
      like a hot knife through butter. He yells, dropping in boiling smoke, reflexively triggering
      his flamethrower.


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

155   INT. HOLD - APC                                                                                155

      Vasquez rolls aside as a gout of napalm shoots through the crew-door, setting the interior
      on fire.

                              Fire in the hold!

      Burke grabs a fire extinguisher and quickly begins spraying the contents on the fire. Hudson
      hands Gorman one as well while everyone moves around to get out of the way.

                                                  (voice over)
                              He's gone!

                                             (voice over)
                              No! Drake’s out there!

                              Put it out! Put it out! Put it out! Go! Go! Go!

      Hicks is rolling the door closed when Vasquez lunges, clawing out the opening. He stops
      her, dragging her inside.

                              Christotatmen! Drake!

                              He's gone!

                              No...he's not!

      Hicks snaps off her armor and gun. Slams her against the door and yells in her face.

A86                                                                             (CONTINUES)
155    CONTINUED: (2)                                                                               155

                             Forget 'em! He's gone!

      Ripley works the reverse gears. Hicks get the door almost closed when, suddenly, CLAWS
      appear at the edge. The door is being SLOWLY WRENCHED OPEN FROM THE OUTSIDE.
      Hicks yells at a paralyzed Gorman.

                             Get on the goddamn door!

      Vasquez and Hudson move up and help close the door, while Hicks reaches down and
      grabs his twelve-gauge from the floor. An alien head wedges through the opening, it's
      hideous mouth opening. Hicks jams his SHOTGUN MUZZLE between it's jaws.

                             Eat this!

      He pulls the trigger! BLAM! The back of the creature's head explodes, spraying acid blood.
      The spray eats into the door, the deck, and some hits Hudson on the arm. He yells in pain.
      Hicks and Vasquez slide the door home and dog it tight.

                             Ripley! Go, go, go!

156   EXT. APC                                                                                  156

      The armored vehicle roars backward. Pulling out of the wreckage around and behind it.

157   INT. / EXT. APC                                                                           157

      Ripley works the shifters. The APC squeals forward, up the access ramp it had come
      down earlier.

      The soldiers inside grab for hand-holds as they are buffeted around. The shock of the
      sudden forward acceleration tears loose a storage rack, sending some heavy ammo cases
      down on Gorman, knocking him unconscious. Ripley jams the actuators hard, turning the
      APC quickly to the right into the main access corridor.

      CLOSE-UP ON FRONT OF APC: a huge dent is visible on the front right bumper and the
      rear left side of the machine is still on fire.

      Ripley hears a thud on the APC. As she looks out the small windshield, an alien arm suddenly
      arcs down, right in front of her face. It smashes the window. Glistening, hideous jaws
      lunge partially inside.

      Ripley recoils. Face to face once again with the same mind-numbing horror. She reacts
      instinctively by slamming on 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, crushing the skeletal body under the right massive wheel. The machine
      powers ahead and comes smashing through the Atmosphere Station's Main Access Door,

A86                                                                          (CONTINUES)
157    CONTINUED: (2)                                                                                 157

      thundering out into the open landscape and away from the station. A sound like bolts
      dropping in a meat grinder is coming from the APC's rear end. Hicks moves up and
      eases Ripley's hand back on the throttle lever. Her grip is white knuckled.

                              It's alright...we're clear! Ripley, you've blown the
                              transaxle! You’re just grinding metal! Come on, ease
                              down! Ease down! Ease down. Ease down.

158   EXT. APC - LANDSCAPE                                                                            158

      The personnel carrier limps to a halt, a smoking acid-scarred mass...A HALF-KILOMETER
      from the station.

159   INT. HOLD - APC                                                                                 159

      Ripley, still running on the adrenaline dynamo, spins out of her seat into the aisle, looking
      all around. She spots Newt, wedged into a tiny space between the driver's seat and a
      bulkhead. She is coughing, and looks scared, but it's not the basket case catatonia of
      before. Kneeling down, she looks the girl over.

                              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.
      Burke tries to have a look at his arm. Hudson jerks away.

                              I’m alright. Get away from me, man!


      Ripley joins Hicks, who is bent over an unconscious Gorman, checking for a pulse. Gorman
      has a nasty forehead gash.

                              What happened to Gorman?

                              I don't know. Maybe a concussion. But, he's alive.

                              No man, he's dead!

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

                              Wake up, pendejo man, I'm gonna' kill you!

A86                                                                            (CONTINUES)
159    CONTINUED: (2)                                                                        159

      Hicks puts his arm in the way, right before Vasquez hits Gorman in the face.

                             Back off! Right now!

      She releases Gorman and moves off to another spot.

                             Someone get me a first aid kit.

                             Hey...hey, look! The sarge and Dietrich aren't dead, man.
                             Their signs are real low, but they ain't dead.

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

                             Well, we go back in there and get them.

                             Fuck that!

                             We don't leave our people behind. Besides...

                             I ain't going back in there, man! You can't make me!

      Hudson is pale, his voice panicky.

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

                             Oh, dear lord, Jesus. This ain't happening, man.
                             This can't be happening, man. This ain't happening!

      TIGHT ON VASQUEZ: wired and intense.

                             Alright. We got seven canisters of CN-20. I say we roll
                             them in there and nerve gas the whole fucking nest.

                             That's worth a try. But, we don't even know if it's gonna'
                             affect them.

A86                                                                           (CONTINUES)
159    CONTINUED: (3)                                                                        159

                            Look, let's just bug out and call it even, okay? What are
                            we talking about this for?

                            I say we take off and nuke the entire site from orbit.

      Everyone looks over at her.

                            It's the only way to be sure.

                            Fuck'n A!

                            Whoa! Ho, ho, hold on one second. This installation
                            has a substantial dollar value attached to it...

                            They can bill me.

                            Okay...look. This is an emotional moment for all of us,
                            okay? I know that. But, let's not make snap judgments,
                            please. This is clearly...clearly, an important species
                            we're dealing with and I don't think that you or I or anybody
                            has the right to arbitrarily exterminate them...


                            Yeah. Watch us.

                            Hey, maybe you haven't been keeping up on current
                            events, but we just got our asses kicked, pal!

                            Look, I'm not blind to what's going on. But, I can't
                            authorize that kind of action. I'm sorry.

                            Well, I believe Corporal Hicks..has authority here.

                            Corporal Hicks?

A86                                                                          (CONTINUES)
159    CONTINUED: (4)                                                                               159

                               This operation is under military jurisdiction and Hicks is
                               next in chain of command. I'm I right, Corporal?

                               Yeah...yeah, that's right.

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

                               Yeah. Look, Ripley?


                               This is a multi-million dollar installation, okay? He can't
                               make that kind of decision. He's just a grunt!
                                       (glances at Hicks)
                               No offense.

                               None taken. Ferro, do you copy?

                                     (voice over, static)
                               Standing by.

                               Prep for dust-off. We're gonna' need an immediate evac.

                                     (voice over, static)
                               Roger. On our way.

                               I say we take off and nuke the site from orbit.
                               It's the only way to be sure.

      He looks over at Ripley. She smiles slightly.

                               Let's do it.

160   EXT. APC - LANDSCAPE - STATION                                                                 160

      The group file out of the personnel carrier, which is clearly a write-off. Hicks and Hudson
      have Gorman between them on a stretcher. The others follow behind.

160    CONTINUED: (2)                                                                                160

                              Let's go! Pick it up, Hudson. Pick it up, baby.
                              Alright! We'll set him down here.

      Hicks lights a flare and throws it to an area visible from the air.

161   INT. DROP-SHIP - COCKPIT                                                                        161

      Ferro sits in the cockpit, preparing for lift-off. She calls to Spunkmeyer over her headset.

                              Move it, Spunkmeyer. We're rollin’.

162   EXT. / INT. DROP-SHIP                                                                          162

      Spunkmeyer runs up the cargo ramp into the ship. As he hauls himself up into the
      drop-ship's hold, he notices that his hand is in some sticky substance that shouldn't be
      there. He looks all around the hold, but doesn't notice anything unusual.

                              Hold on a second. There's something...

                                     (voice over, filtered)
                              Just get up here!

                              I'm in. Ramp closing.

163   EXT. DROP-SHIP                                                                                  163

      The ship rises through the spray thrown up by the down blast of the VTOL jets, hovering
      above the complex like a huge insect. It's searchlights blazing.

164   EXT. APC - LANDSCAPE - STATION                                                                  164

      Hicks throws a few more flares around the site as the group watches the drop-ship roar in
      on it's final approach.

165   INT. DROP-SHIP - COCKPIT                                                                        165


      She taps her headset mike.


      The compartment door behind her slides slowly open.

A86                                                                             (CONTINUES)
165    CONTINUED: (2)                                                                                 165

                              Well, where the fu...

      An alien stands before her, it's DROOLING JAWS OPENING with a hiss. Ferro quickly
      goes for her sidearm. But, the alien lunges forward. A whirl of motion takes places, Ferro
      claws at the bloody window as the life slips from her. The throttle levers are slammed
      forward in the melee.

166    EXT. APC - LANDSCAPE - STATION                                                                  166

      They watch in dismay as the approaching ship drops and VEERS WILDLY. It's main
      engines ROAR FULL ON and the craft accelerates toward them even as it looses altitude.
      It skims the ground, hitting a ridge. Tumbles, bursting into flame, breaking up. It arcs into
      the air, end over end, a Catherine wheel juggernaut.


      She grabs Newt and sprints for cover as the tumbling ship rolls by, skipping off the ground
      like a stone, engulfed in flames. It roars passed the survivors and CRASHES INTO THE
      STATION. The fireball EXPLODES, throwing flaming pieces of the craft in all directions.

      The remainder of the ground team watch their hopes of getting off the planet, and most of
      their superior fire power, reduced to flaming debris. Hicks gets up and looks around. He
      sees one of the smoking debris lying on top of the unconscious Gorman and quickly yanks
      it off him. Hudson picks up another piece of the wreckage as he gets up.

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

      Hicks grabs Hudson by his chest armor, getting hs attention.

                              Are you finished?!
                                     (to Ripley)
                              You alright?

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

                              I guess we're not going to be leaving, now. Right?

                              I'm sorry, Newt.

A86                                                                            (CONTINUES)
166    CONTINUED: (2)                                                                               166

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

                                    (kicking rocks)
                             That's it, man! Game over, man! Game over!
                             What the fuck are we gonna' do now?! What we going
                             to do?!

                             Maybe we could build a fire and sing a couple of songs, huh?
                             Why don't we try that?

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

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

167   EXT. CONTROL BLOCK - NIGHT                                                                     167

      The wind howls mournfully around the metal buildings, dry and cold. One of soldiers raises
      the storm windows.

168   INT. OPERATIONS                                                                               168

      The weary and demoralized group are gathered to take stock of their grim options. Vasquez
      and Hudson bring in a box of equipment and place it on a table.

                             That's everything, right?


      Hicks begins to go over all the equipment on the table. Telling everyone what is there.

                             All right! This is absolutely everything that we could
                             salvage out of the APC wreckage. We've got four
                             pulse-rifles, with about fifty rounds each. That ain't so
                             good. You got...uh, fifteen of these M-40 grenades.

      Hicks sets the grenade down on the table. Newt reaches over to pick it up. Hicks stops

                             Don't touch that. Dangerous, honey.

A86                                                                              (CONTINUES)
168    CONTINUED: (2)                                                                          168

                            Is that the only flame thrower?

      TIGHT-ON HUDSON: He looks very nervous and high-strung.

                                  (voice over)
                            Yeah. It's only half full, but it's functional...

      TIGHT-ON NEWT: She picks up one of the soldiers' helmet's and put it on. Her head
      disappears into it.

                            ...and another one's damaged. I don't know about that one.
                            But, the good news. We've got four of these robot-
                            sentries...with display and scanners intact. They really
                            kickass. I think they'll come in handy.

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

      TIGHT-ON HICKS: As he looks at Vasquez. She gazes back with a look at loss, but
      underlying strength as she holds her weapon.

                            Seventeen days.

                            Seventeen days? Hey, man...I don't want to rain on your
                            parade. But, we're not going to last seventeen hours!
                            Those things are going to come in here, just like they did
                            before, and they're going to come in here...


                            ...and they're going to come in here and there going to get

                            Hudson! This little girl survived longer than that with no
                            weapons and no training. Right?

      Ripley indicates Newt, who salutes Hudson smartly.

                            What?! You put her in charge?!

A86                                                                             (CONTINUES)
168    CONTINUED: (3)                                                                          168

                             You better just start dealing with it, Hudson. Hudson,
                             just deal with it, because we need you and I'm sick of
                             your bullshit. Now, I want you to get on a terminal and
                             call up some kind of floor plan file, do you understand?


                             Construction blueprints, I don't care, anything that shows
                             the layout of this place, are you listening?


                             I need to see air ducts. I need to see electrical access
                             tunnels, sub-basements. Every possible way into this
                             complex. We don't have much time.

      Hudson gathers himself, thankful for the direction.

                             Okay...okay, I'm on it.

                             Hudson! Just relax.

      Hudson exhales loudly to prepare himself and leaves the group. Bishop moves up to the table.

                             I'll be in Med-Lab. Check on Gorman, continue my

                             Fine. You do that.

      She watches him leave. Still unnerved by his presence.

169   EXT. ATMOSPHERE STATION                                                                   169

      The giant metal volcano rumbles away, unaware of the happenings of both inside and outside

170   INT. OPERATIONS                                                                          170

      Burke, Ripley, Hicks, Hudson and Vasquez are all bent over a large HORIZONTAL VIDEO
      SCREEN, like an illumination chart table. Newt hops from one foot to the other to see.

A86                                                                          (CONTINUES)
170    CONTINUED: (2)                                                                        170

                              So, this service tunnel must be how they're moving back
                              and forth.

      She traces a finger down a tunnel on the map.

                              That's right. It moves from the processing station right
                              into the sub-level here. Come down on that. Okay, come
                              over. Hold it. Go back. Punch that in right there.

      He touches a spot on the screen. Newt moves up next to Hicks. He picks her up and seats
      her on the corner of the table. Hicks watches closely as the blueprint is moved around.

                              No. It's back.

                              Well, there's a pressure door at this end. Couldn't we put
                              a remote sentry unit in the tunnel and then seal that door.

                              Yeah. That'll work. But, we gotta' figure on them getting
                              into the complex.

                              That's right. So, we repair the barricades at these


                              ...and weld plate-steel over these ducts here and here
                     That way, they can only come at us from
                              these two corridors.

                              Alright, then we put the other sentry units here and here.


      Hicks contemplates her game plan and looks over at her.

                              Outstanding. Then, all we need is a deck of cards.

      He straightens up, satisfied.

A86                                                                           (CONTINUES)
170    CONTINUED: (3)                                                                            170

                             All right, people, let's move like we've got a purpose.


                                    (imitating Hudson)

171   INT. OPERATIONS - TACTICAL                                                                     171

      TIGHT-ON MONITORS: Showing Hudson and Vasquez setting up one of the sentry units.

      Hicks is setting up the KEYBOARD DISPLAYS for the four sentry units. He opens them
      and types in some commands.

      CLOSE-UP ON DISPLAY: As Hicks types, the screen's commands are highlighted. He
      sets the units to SEARCH and AUTO.

172   INT. SERVICE TUNNEL - SUB-LEVEL                                                                172

      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.

                             Do your thing, baby. Come on, come on, Vasquez.
                             Let's get the hell out of here.
                                    (into headset)
                             Hudson here. A and B sentries are in place and keyed.

                                      (voice over)

173   INT. OPERATIONS - TACTICAL                                                                     173

      Hicks sets the units to ARMED.

                             Stand-by. Arming now. Test it, Hudson.

174   INT. SERVICE TUNNEL - SUB-LEVEL                                                                174

                                      (to Vasquez)
                             Do it!

                             Fire in the hold!

A86                                                                           (CONTINUES)
174   CONTINUED: (2)                                                                               174

      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.

                              Okay! Let's get the hell out of here!

      They retreat behind a heavy steel FIRE DOOR, which they slide down closed on it's tracks.

                              We're sealing the tunnel. Come on, baby.

175   INT. SECOND LEVEL CORRIDOR                                                                    175

      Burke and Newt are moving back and forth with cartons of food on a hand truck and in their
      arms, stacking it inside the operations center. Behind them, Hicks and Ripley are covering
      an air duct opening with a metal plate, welding it in place, showering sparks in the semi-
      dark corridor. Hicks sets down his welder and hits the plate.

                              For what it's worth. Here, I want you to put this on.

      He removes what looks like a wristwatch from his arm. It is a standard issue LOCATING

                              What's it for?

                              It's a locator. Then I can find you anywhere in the
                              complex on this...

      He indicates a tiny LOCATOR hooked to his battle harness.

                              It’s just a precaution.

      Ripley pauses for a moment, regarding him quizzically.


                              Doesn't mean we're engaged or anything.

      Ripley smiles and looks at the beeper.

                              Now, what's next?

      She consults a printout of the floor plan.

176   EXT. CONTROL BLOCK                                                                                   176

      The wind has utterly died and in the eerie stillness, a diffuse mist has rolled in to shroud
      the complex. Everything looks like it's underwater. There is no movement.

177   INT. CORRIDOR                                                                                    177

      In the barricaded corridor, sentry guns 'C' and 'D' sit waiting, swiveling on their tripods,
      their 'ARMED' lights flashing green.

178   INT. MED-LAB ANNEX - SURGERY                                                                         178

      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...vault-like metal
      walls, strange equipment. A cot has 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.

                              Last stop. Get in.

      Ripley sets her down on the cot’s edge and Newt scoots under the covers. Ripley sits beside

                              Scoot down. That's good. Now, you lie here and have
                              a nap. You're very tired.

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

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

                              Well, I bet Casey doesn't have bad dreams. Let's take
                              a look.

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

                              Nope. Nothing bad in there. See. Maybe you could
                              just try to be like her.

      Newt rolls her eyes as if to say "don't pull that six-year-old shit on me, lady. I'm seven."

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

                              Right. (laughs) I'm sorry, Newt.

A86                                                                              (CONTINUES)
178   CONTINUED: (2)                                                                         178

      Ripley 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.


                            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

                            Yes, there are, aren't there.

                            Why do they tell little kids that?

      Newt's voice reveals her deep sense of betrayal.

                            Most of the time, it's true.

                            Did one of those things grow inside her?

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

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

                            No, it's very different.

                            Did you ever have a baby?

                            Yes, I did. I had a little girl.

                            Where is she?

                            She's gone.

A86                                                                       (CONTINUES)
178   CONTINUED: (3)                                                                               178

                              You mean dead.

      It's more statement than question.

      Ripley unsnaps the TRACER BRACELET, given to her by HICKS, and puts it on Newt's
      tiny wrist, cinching it down.

                              Here, take this...for luck.

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

                              Don't go! Please.

                              Newt. I'll be right in the next room. And, see that camera
                              right up there?

      Newt looks at the VIDEO SECURITY CAMERA above the door. Its swivels on its mount as
      it scans the room.

                              I can see you right through that camera, all the time,
                              to see if you're safe. I'm not going to leave you, Newt.
                              I mean it. That's a promise.

                              You promise?

                              I cross my heart.

                              And hope to die?

      Ripley flinches slightly at the innocently grim expression.

                              And hope to die.

      Newt grabs her in a desperate hug and Ripley returns it slowly, a bit overwhelmed at first,
      then with fierce emotion. The child's need is so vast, Ripley prays she has made a promise
      she can keep. With a kiss on the cheek, Newt let's go and lays back down.

                              Now go to sleep...and don't dream.

A86                                                                            (CONTINUES)
178   CONTINUED: (4)                                                                               178

      Newt points at Ripley's shirt. Ripley looks down and Newt playfully flicks Ripley's nose.
      She laughs.


      Ripley EXITS and Newt turns on her side, gazing at the bracelet in the orange glow of the

179   INT. MED-LAB                                                                                179

      Ripley stands over Lieutenant Gorman, lying motionless on a gurney, his head bandaged.
      Bishop is behind her. Hudson and Vasquez are nearby, their weapons cradled.

                             The molecular acid oxidizes after the creature stops,
                             completely neutralizing it.

                    you know that's very interesting. But, that
                             doesn't really get us anywhere, does it? We're trying to
                             figure out what we're dealing with here. Let's go through
                             it again. They grabbed the colonists, they move them
                             over there, and immobilized them to be hosts for more
                             of these...

      Ripley looks at the stasis cylinders containing the facehugger specimens.

                             Which would mean there would have to be a lot of these
                             parasites, right? One for each colonist...that's over a
                             hundred at least.

                             Yes. That follows.

                             Each one of these things comes from an egg, right?
                             So, who's laying these eggs?

                             I'm not sure. It must be something we haven't seen yet.

                             Hey, maybe it's like an ant hive.

                             Bees, man. Bees have hives.

A86                                                                           (CONTINUES)
179    CONTINUED: (2)                                                                            179

                             You know what I mean. There's female that
                             runs the whole show.

                             Yes, the Queen.

                             Yeah, the momma. She's badass, man. I mean, big!

                             These things ain't ants, pendajo.

                             I know that.

                             Bishop, I want these specimens destroyed as soon as
                             you're finished with them. Is that clear?

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

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

180   INT. MED-LAB - ANNEX                                                                       180

      In a small observation chamber, separated from the Med-Lab by a glass partition, Ripley
      and Burke have squared off.

                             Look, those two specimens are worth millions to the
                             bio-weapons division, right? Now, if you're smart...we can
                             both come out of this heroes and we will be set up for life.

                             Your crazy, Burke, do you know that? Do you really
                             think you can get a dangerous organism like that past
                             ICC quarantine?

                             How can they impound it if they don't know about it.

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

A86                                                                           (CONTINUES)
180    CONTINUED: (2)                                                                                  180

                              Wait a second...

                              You sent them to that ship.

                              You're wrong.

                              I just checked the colony log...directive dated six-twelve-
                              seventy-nine. Signed Burke, Carter J.

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

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

                              Okay, look. What if that ship didn't even exist. Did you
                              ever think about that. I didn't know. So now, if I went and
                              made a major security situation out of it, everybody steps
                              in. Administration steps in and there's no exclusive rights
                              for anybody. Nobody wins. So, I made a decision and it
                              was...wrong. It was a bad call, Ripley. It was a bad call.

                              Bad call?!


      Ripley snaps. She grabs his collar and slams him against the wall, surprising herself and
                           These people are dead, Burke! Don't you have
                           any idea what you have done here?! Well, I'm going to
                           make sure that they nail you right to the wall for this!
                           You're not going to sleaze your way out of this one! Right
                           to the wall!

      She releases him, and looks at him with utter loathing, as if the depths of human greed are
      a far more horrific revelation than any alien. She turns away and begins to leave.

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

A86                                                                             (CONTINUES)
181    CONTINUED: (3)                                                                             181

                              I’m happy to disappoint you.

      Ripley strides out. Burke stares after her, his mind a whirl of options.

182   INT. CORRIDOR                                                                              182

      A door opens, Ripley walks out and heads toward operations. All of sudden, a STRIDENT
      ALARM begins to sound. She breaks into a run.

183   INT. OPERATIONS - TACTICAL                                                                     183

      Ripley double-times it to Hicks' TACTICAL CONSOLE. Hudson and Vasquez come running
      in as well. Hicks slaps a switch, killing the alarm.

                              What is it? What's going on?

                              They're coming.


                              In the tunnel.

      In the background, the sound of the sentry guns begin firing. Their loud bursts of fire echoing
      around the complex.

                              Here we go.

      They all gather around the monitors and the sentry units' displays. The echoing crash of the
      gun fire and alien screams can be heard everywhere. The sound vibrates through the flooring.

                              A and B guns, tracking and firing. Multiple targets.

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

184   INT. SERVICE TUNNEL - TIGHT ON THE RSS GUNS                                                    184

      Blasting stroboscopically in the tunnels. Their barrels smoke as they slowly heat up.

185   INT. OPERATIONS - TACTICAL                                                                     185

                              Look at those ammo counters go.

A86                                                                              (CONTINUES)
185   CONTINUED: (2)                                                                               185

      CLOSE-UP ON THE SENTRY DISPLAY: As the rounds left quickly decrease.

186   INT. SERVICE TUNNEL - TIGHT ON THE RSS GUNS                                                    186

      The units keep blasting everything in sight. Not one creature gets by them, until...

187   INT. OPERATIONS - TACTICAL                                                                     187

                             B-gun's down fifty percent.

                             Man, it's a shooting gallery down there.

      Warning beeps start to emit from the control terminal as the ammo begins to run out.

                             Sixty rounds left on B. Forty...twenty...ten...B-gun's dry.
                             Twenty on A. Ten...five...that's it.

                             Jesus. They're wall to wall in there.

      SILENCE. Then a GONG-LIKE BOOMING echoes eerily up from the sub-level.

                             They're at the pressure door.

                             Man, listen to that.

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

                             Well, that's a switch.

188   INT. OPERATIONS - MINUTES LATER                                                                188

      Everyone, including Bishop, is crowded at the window, intently watching the AP station,
      which is a dim silhouette in the mist.

                             It's very pretty, Bishop. But, what are we looking for?

      Suddenly, a column of blue flame, like an acetylene torch, jets upward from the station at
      the base of the cone.

A86                                                                            (CONTINUES)
188   CONTINUED: (2)                                                                        188

                       That's it. The emergency venting.

                       Ah, that's beautiful, man. Ah man, that...that just beats
                       it all.

                       How long until it blows?

                       Four hours...with a blast radius of thirty kilometers.
                       Equal to about forty megatons.

                       We got problems.

                       I don't believe this. I don't fucking believe this.

                       Vasquez. Close the shutters.

                       Why can't we shut it down from here?

                       I'm sorry. The crash did too much damage. An overload
                       was inevitable, at this point.

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

                       Hudson, give us a break.

                       Four more weeks. Oh, man.

                       Well, we've got to get the other drop-ship from the
                       Sulaco. I mean, there must be some way of bringing it
                       down on remote?

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

A86                                                                          (CONTINUES)
188    CONTINUED: (3)                                                                       188

                             I don't care how! But, we'd better think of something.
                             We'd better think of a way.

                             Think of what? We're fucked!


                             We're doomed!

                             Shut up! What about the colony transmitters? The
                             up-link tower down at the other end. Why can't we use

                             No, I checked. The hardwiring between here and there
                             is damaged. We can't align the dish.

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

                             Well, somebody's going to have to go out there. Take a
                             portable terminal and go out there and patch in manually.

                             Oh, yeah! Sure! With those things running around.
                             You can count me out!

                             Yeah, I guess we can just count you out of everything,

                             I'll go.

                             That's right, man. Why don't you go, man?

                             I'll go.


A86                                                                          (CONTINUES)
188    CONTINUED: (4)                                                                              188

                             I'll go. I mean, I'm the only one qualified to remote-pilot
                             the ship anyway.

                             Yeah, right, man. Bishop should go. Good idea.

                             Believe me, I'd prefer not to. I may be synthetic, but I'm
                             not stupid.

189   INT. MED-LAB                                                                                 189

      One of the acid holes from the colonists' siege has yielded access to sub-floor conduits.
      Vasquez cuts an opening into one of the main shafts. Bishop looks into the shaft with a
      flashlight, nothing. He hands the flashlight back to Vasquez and then sits on the edge of
      the hole.
                              How long?

                             This duct runs almost to the up-link assembly.
                             One hundred eighty meters.

      Ripley passes him a portable terminal and a small satchel containing tools, which he pushes
      into the constricted shaft.

                             Say, forty minutes to crawl down there.


                             An hour to patch in and align the antenna. Thirty minutes
                             to prep the ship, and about fifty minutes flight time.

      Bishop lies down in the shaft, on his back. Vasquez hands him the flashlight.

                             It's going to be close.

      Vasquez pulls out her service pistol and hands it to Bishop. He looks it over and gives it to

                             Good luck.

A86                                                                            (CONTINUES)
189    CONTINUED: (2)                                                                                189

                              See you soon. Watch your fingers.

      Vasquez and Ripley place the metal plate over the hole again. Bishop turns over and
      squirms into the shaft, pushing the equipment along ahead of him with a scraping rhythm.
      Vasquez begins spot-welding the plate in place behind him.

                              Vaya con dios, man.

190   INT. CONDUIT                                                                                  190

      Bishop moves on, crawling in a rhythm with his body and breathing. Ahead of him, the
      conduit dwindles straight to seeming infinity, ending in a tiny white dot.

191   INT. CORRIDOR                                                                                  191

      Sentry units 'C' and 'D' are blaring away as the alien onslaught try again from another
      approach. Their numbers decreasing as they contact the guns.

192   INT. OPERATIONS - TACTICAL                                                                         192

      Ripley and Vasquez run 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.

                              This is unbelievable. Forty meters and closing. Fifteen.

                              How many?

                              I can't tell. Lots. D-guns down fifty percent.

193   INT. CORRIDOR                                                                                  193

      The guns' fire lash out at the invaders. HIGH-PITCH SCREAMS of dying creatures echo all
      around the corridor.

194   INT. OPERATIONS - TACTICAL                                                                         194

                              C-guns right behind it.

      The monitors show the war. There is an occasional visible glimpse of one of the creatures,
      but it is quickly dispatched by the spray of bullets, throwing acid blood all over the corridor.

A86                                                                             (CONTINUES)
194    CONTINUED: (2)                                                                              194

                             They ain't stoppin' 'em. They ain't stoppin' 'em.

                             Hundred-fifty rounds on D.

                             Come on. Come on, baby. Come on, D!

      CLOSE-UP ON SENTRY DISPLAY: showing 91 rounds in D-gun and dropping.

      The monitors show more scenes of the seemingly-endless battle going on. Lots of creatures
      exploding upon contact with bullets, acid thrown everywhere.

                             Come on! Come on!

      CLOSE-UP ON DISPLAY: The word CRITICAL starts flashing and beeping on the screen,
      indicating the gun is almost dry.

                             D-guns down to twenty. Ten.

      D-gun goes empty.


             Hicks gets up quickly, grabbing his gun, and starts to head toward the battle-raged

195   INT. CORRIDOR                                                                                195

      D-gun clicks empty and continues tracking. Then the firing from the remaining gun stops
      abruptly. Both guns' sit smoking, still swiveling to locate any possible targets.

196   INT. OPERATIONS - TACTICAL                                                                    196

      Ripley is watching the monitors very closely. The video image is a swirling wall of smoke.
      There are black and twisted shapes scattered at the edge of visibility. However, nothing
      emerges from the wall of smoke.

                             Wait! They're retreating. The guns' stopped them.

      Hicks freezes where he is and stares at the monitors in disbelief. Nothing comes through the
      smoke and blackness.

                             You’re right.

A86                                                                              (CONTINUES)
196    CONTINUED: (2)                                                                               196

      The moment stretches. Everyone exhales slowly.

                              Next time, they walk right up and knock.

      The digital counters for the two sentry units read '0' and '10' respectively. Less than a
      seconds worth of firing.

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

                              Maybe we got 'em demoralized.

                              Shut up.

                                     (to Vasquez and Hudson)
                              I want you two walking the perimeter. Move!

      Ripley picks up a cup of cold coffee, draining it in one gulp. She looks shaken and tired.

                                      (to Vasquez and Hudson)
                              Hey, listen. We're all in strung-out shape, but stay frosty
                              and alert. Can't afford to let one of those bastards in here.

                              Yeah, right.

      She hits Hudson on his chest plate.


      The two troopers head for the corridor. Ripley drains down another cup of cold coffee.

                              How long has it been since you got any sleep?
                              Twenty-four hours?

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

                              Hicks. I'm not going to end up like those others.
                              You'll take care of it won't you.

A86                                                                            (CONTINUES)
196    CONTINUED: (3)                                                                              196

                                If it comes to that, I'll do us both. Listen, let's make sure
                                it doesn't come to that. Alright?

      Ripley smiles slightly.

                                Hey, I want to introduce you to a personal friend of mine.

      He picks up his pulse-rifle. Lifting it for Ripley to see.

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

      He hands it Ripley. She hefts the weapon. It is heavy and awkward.

                                Okay. What do I do?

197   INT. CONDUIT                                                                                 197

      Bishop is in claustrophobic limbo between two echoing infinities.
      (CUT SCENE) He approaches an irregular hole which admits a tiny shaft of light. He puts
      his eyes up to the acid-etched opening.

      BISHOP'S 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.

198   INT. OPERATIONS                                                                              198

      Ripley has the stock of the M-41A snugged up to her cheek and is awkwardly trying to keep
      up with Hicks' instructions.

                                Okay, pull it in tight here.


                                Lean into it.

                                Uh huh.

A86                                                                                (CONTINUES)
198    CONTINUED: (2)                                                                           198

                             Alright, it will kick some. Alright, when the counter reads
                             zero here, you...

                             I press this up?

                             That's right.

      Ripley snaps open the bolt and drops out the magazine.

                             Then, get another one in quick and slap it in hard.


                             Now your ready to rock n' roll.

                             What's this?

      She indicates a stout TUBE underneath the slender pulse-rifle barrel.

                             Uh, that's the grenade launcher...I don't think you want
                             to mess with that.

                             You started this. Show me everything. I can handle

                             Yeah. I've noticed.

199   INT. CORRIDOR                                                                             199

      The door to Operations opens and Ripley strides out. DOLLYING WITH Ripley walking
      down the corridor, now carrying her newfound friend, the M-41A. Gorman steps out of the
      door to the Med-Lab, looking weak, but sound. Burke is right behind him.

                             How do you feel?

                             Alright, I guess. One hell of a hangover. Look, Ripley...
                             I just wanna...

A86                                                                            (CONTINUES)
199    CONTINUED: (2)                                                                                199

                             Forget it. Excuse me.

      She shoulders by him into the Med-Lab. Burke watches her as she goes by. Gorman turns
      to see Vasquez staring at him with cold, slitted eyes.

200   INT. MED-LAB - ANNEX                                                                           200

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

201   INT. SURGERY                                                                                   201

      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 slides up behind
      Newt and slips her arms around the child. Newt cries out, a vague inarticulate plea.

                             It's okay. It's okay.

202   EXT. UP-LINK TOWER - VIEW OF AP-STATION                                                         202

      A VIEW of the processing station from the colony landing field. Great streaks of lightning
      shoot out from the station, lighting the sky and ground all around.

      PAN OVER to Bishop f.g., standing in 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.
      One of the commands he types causes the dish on the array to swivel and stop. He
      watches it and then continues typing. He punches a few more keys and then hits a white
      button marked 'ENABLE."

203   INT. SULACO CARGO LOCK - IN ORBIT                                                              203

      The drop-bay is empty and silent, with the remaining ship brooding in the shadows.
      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 for launch-prep.

204   INT. SURGERY                                                                                   204

      TIGHT ON RIPLEY as she awakens with a start. She checks her hour has
      passed. She sees something and FREEZES. Across the room, just inside the door to the
      Med-Lab, are TWO STASIS CYLINDERS. They are on their sides with the tops hinged
      open and the suspension fields switched off. They are both EMPTY. Ripley realizes the
      inescapable certainty of a lethal presence.

A86                                                                           (CONTINUES)
204   CONTINUED: (2)                                                                                  204

                             Newt. Wake up.


                             Be quiet. We're in trouble.

      Newt nods, now wide awake. They listen in the darkness for the slightest betrayal of
      movement. Ripley reaches up and, clutching the springs of the underside of the cot, begins
      to inch it away from the wall.

      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. Her eyes clear
      the edge of the bed. The rifle is GONE.

      She snaps her head around. A SCUTTLING SHAPE LEAPS TOWARD HER. She ducks.
      The obscene thing hits the wall above her. Reflexively, she slams the bed against the
      wall, pinning the creature inches above her face. It's legs and tail writhe with incredible
      ferocity. Newt screams.

                             Move, Newt!

      Newt slides out from under the cot. Ripley, in a frenzied scramble, rolls from underneath
      the bed. She flips it over, trapping the creature underneath.

      They back away, gasping. The creature scuttles out from beneath the bed and disappears
      under a bank of cabinets in a blur. Ripley and Newt head toward the door, moving as if
      every object in the room has a million volts running through it. They reach the door. Ripley
      hits the wall switch. Nothing happens. Disabled from the outside. They try pushing the
      door open manually, but it is jammed. They move to the observation window.

      She and Newt pound on the window. From the outside, they look like mimes because no
      sound gets through the double thickness of the window. Ripley looks down on a table
      outside the room and SEES her rifle laying on it.


      Ripley looks around and spies the surveillance camera. She quickly moves over to it and
      waves her arm in a circle while yelling.


A86                                                                           (CONTINUES)
204   CONTINUED: (3)                                                                          204

                            Help! Somebody!

205   INT. OPERATIONS                                                                         205

      TIGHT ON THE VIDEO MONITOR SHOWING Ripley waving her arms. There is no sound,
      a surreal pantomime.

                                  (voice over, into mike)
                            Uh, say again, Bishop. You've got it into outer refuel
                            mode and the sequencing, right?

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

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

                                   (voice over, static)
                            That's right!

                                  (voice over)
                            Okay, good. Stay on it.

                                   (voice over, static)
                            That's where I am now!

                            Get back to me when you've activated the launch cycle.

                                     (voice over, static)

                            He's at the up-link tower.



206   INT. SURGERY                                                                            206

A86                                                                         (CONTINUES)
206   CONTINUED: (2)                                                                               206

                              Hicks! Hicks! Hicks!

                              Help! Help!

                              Hicks! Help us!

                              Break the glass! Break it. Break it.

                              I'll try.

      Ripley picks up a steel chair and slams it against the observation window. It bounces back
      from the high-impact material. She tries again to no success, knocking over some
      equipment. She drops the chair and backs against the window.

      Ripley studies the room. She hears the facehuggers scurrying around on the floor.

                              Ripley...I'm scared.

                              Me too.

      Ripley steadies herself, realizing Newt's horror and the child's dependence on her. She gets
      an idea.


                              Stay here.

      She removes her lighter from a jacket pocket. Moving cautiously across the room, she
      lifts the lighter and strikes it 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. Newt runs to her, hugging her tight.

207   INT. OPERATIONS                                                                              207

      Hicks jumps at the sound of the alarm, finally identifying its source among the lights flashing
      on his board.
                            It's the Med-Lab!

      He bolts for the door, yelling into his headset as he moves.

A86                                                                            (CONTINUES)
207   CONTINUED: (2)                                                                                 207

                              Hudson, Vasquez, meet me in Med-Lab!
                              We've got a fire!

                                    (voice over, filtered)
                              We're on our way!

      Hicks grabs a fire extinguisher as he quickly runs to the source of the problem. Gorman
      following him.

208   INT. SURGERY                                                                                   208

      Ripley and Newt are drenched as the sprinklers continue to drizzle in the darkness.

                             They're coming, Newt.

      Ripley is eye-level with a complex surgical MULTI-LIGHT. 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 falls, splashing to the floor. Newt shrieks and scrambles
      away as Ripley hurls the creature off of her. It slams against a wall, uprights itself, then
      SKITTERS across the floor straight toward her. She scrambles desperately, pulling
      equipment over as she moves, clawing across the floor in a frenzy of motion.

      The creature leaps at her face. She grabs it with both hands, forcing the pulsing body back
      for her face.

      Newt screams abjectly, backing away, until she is pressed up against a desk next to a
      wall. The thing's tall whips around Ripley's throat and begins to tighten, forcing the
      underside of its body close to her. Ripley thrashes about, knocking over equipment,
      sending instruments CLATTERING.

      ANGLE ON NEWT: As crab-like 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’s tail.
      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’s segmented tail slowing pulls
      free an inch at time as it works toward her.

      The team of soldiers' appear outside the room, with Hicks leading. He immediately sees
      what's going on inside.

                                     (to Hudson)
                              Shoot it out!

      Hudson shoots a burst of pulse-fire into the observation window, shattering the tempered
      glass. Hicks dives into the crazed spider-web pattern and explodes into the room. He hits
      rolling, and slides across to Ripley. Hudson, Gorman and Vasquez leap into the room after
      Hicks. Gorman and Vasquez rush to help Hicks pull at the creature and Ripley.

A86                                                                             (CONTINUES)
208   CONTINUED: (2)                                                                               208


                              Jesus! Christ kid, look out!

      He flings Newt away from the desk to go skidding across the wet floor, and blasts the
      second creature against the wall and floor. Point-blank. Acid and smoke.

                              Fucking die!

      Hicks and Gorman have got their fingers around the thrashing legs of the vicious beast and
      are pulling it away from Ripley's face, though Ripley is losing strength as the tail tightens
      sickeningly around her throat.

      Vasquez appears at Ripley's side and grabs the tail, helping to unwind it's writhing length like
      a boa constrictor coil from her throat. Hicks gets the rest of it free. All of them grip the
      struggling SHRIEKING creature.

                              Over there! Ready?!



      Hicks and Gorman hurl the thing into a corner. WHAM! Vasquez gets it clean with her rifle.
      Ripley collapses in Hicks’ embrace, gagging. The alarm and sprinklers shut off automatically.
      Newt runs up and hugs her.


                              Yeah, all clear. I nailed the other one. It's history, man.


                     was Burke.

209   INT. OPERATIONS                                                                              209

A86                                                                             (CONTINUES)
209   CONTINUED: (2)                                                                          209

      ANGLE ON BURKE: Looking icy calm, although beads of sweat betray intense concealed
      tension. Hudson comes up and shoves his rifle into Burke's face.

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

                            It just doesn't make any Goddamn sense.

                            He figured that he could get an alien back through
                            quarantine...if one of us was...impregnated...whatever you
                            call it...then frozen for the trip home. Nobody would know
                            about the embryos we were carrying. Me and Newt.

                            Wait a minute, now. We'd all know.

                            Yes. The only way he could do it is if he sabotaged
                            certain freezers on the way home. Namely yours.
                            Then he could jettison the bodies and make up any
                            story he liked.

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

                            This is so nuts. I mean listen...listen to what you're
                            saying. It's paranoid delusion. It's really sad.
                            It's pathetic.

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

                            Alright, we waste him.
                                    (to Burke)
                            No offense.

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

                            No! He's gotta go back.

A86                                                                           (CONTINUES)
209   CONTINUED: (3)                                                                               209

      THE LIGHTS GO OUT. Everyone stops in the sudden darkness, realizing instinctively it is
      a new escalation in the struggle. The emergency lighting kicks in, basking everything in a
      red glow.

                             They cut the power.

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

                                    (to Hudson and Vasquez)
                             I want you two with trackers, checking the corridors.

                             Gorman, watch Burke!

                                               (grabs Burke)
                             You got it.

                             Newt! Stay close.

      Vasquez and Hudson pick up their trackers and move to the door. Hudson has to slide it
      open manually on it's track.

210   INT. CORRIDOR                                                                               210

                             I'll go to this side.

                             You do that, man.

      The two troopers separate and move slowly to the barriers at opposite ends of the control
      block. Each move slowly, holding the trackers out in front of them. Nothing...yet.

211   INT. OPERATIONS                                                                             211

      Ripley picks up a headset and puts it on, connecting herself with the soldiers.


                                   (voice over, filtered)
                             There’s something.

212   INT. CORRIDOR                                                                                  212

      BEEP. Hudson's tracker lights up, a faint signal. He pans it around. Back down the
      corridor. It beeps again, louder.

                             It's inside the complex.

                             You're just reading me.

      Hudson quickly swivels around, aiming his tracker toward Vasquez's position.

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

                                  (voice over)
                             Hudson, stay cool. Vasquez?

      ANGLE ON VASQUEZ: Swinging her tracker and rifle together. She aims it behind her.

                             Hudson may be right.

213   INT. OPERATIONS                                                                                213

                             Get back, both of you.

                                    (voice over)
                             The signal's weird...

      Hicks and Ripley start checking their pulse-rifles. Taking off the safety's and checking the

214   INT. CORRIDOR                                                                                  214

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

                             Must be some interference or something.
                             There's movement all over the place.

215   INT. OPERATIONS                                                                                215

                             Get back to operations!

215   CONTINUED: (2)                                                                           215

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

                             It's game time.


      They run-walk to the door to operations and wait for the soldiers.

                             Seal the door. Hurry.

      Vasquez reaches the door to operations at a run, a moment before Hudson.

                             Come on! Get back!

      Hicks and Hudson pull the door shut and lock it.

                             Work fast!

      Hicks and Vasquez pull out their hand-welders' and begin sealing the door.

                             Cover your eyes, Newt. Don't look at the light.

      Hudson's tracker beeps. Then again. The tone continues through the scene, it's rhythm

                             Movement! Signal's clean. Range twenty meters.

                             They found a way in, something we missed.

      Sparks shower around Vasquez and Hicks as they move as fast as they can to get the door

                             We didn't miss anything.

                             Eighteen...seventeen meters.

      Ripley picks up Vasquez's tracker and aims it in the same direction as Hudson's.

A86                                                                            (CONTINUES)
215   CONTINUED: (3)                                                                          215

                             Something under the floor, not on the plans. I don't know!

                             Fifteen meters.


                             Definitely inside the barricades.

      Newt begins tugging on Ripley's clothing. Trying her best to get her attention.

                             Let's go.

                             Thirteen meters.

      CLOSE-UP ON TRACKER SCREEN: Showing an amoeba-like mass of dots moving across
      the top.

                             That's right outside the door. Hicks...Vasquez, get back!

                             Man, this is a big fucking signal!

                             How you doing, Vasquez? Talk to me.

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

                             Almost there. That's it.

      They drop their torches and begin moving to the back of the room with everyone else.

                             Twelve meters...eleven...ten.

                             Man, they’re right on us.

                             Nine meters.

A86                                                                           (CONTINUES)

215   CONTINUED: (4)                                                                               215

                             Remember, short controlled bursts.


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

                             It's readin' right, man. Look!

                             Well, you're not reading it right!

      Ripley jerks her tracker up. Not believing Hudson. Her eyes widen in horror when she
      realizes that the reading is true.

                             Five meters, man...four. What the hell?!

      He looks at Ripley. She looks up at the ceiling and it dawns on both of them at the same

                             Oh my, God! Oh shit!

                             Gimme' the light!

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

216   CEILING - HICKS P.O.V.                                                                      216

      A soul-wrenching nightmare image. Moving in the beam of his light are alien warriors. They
      are crawling like bats, upside-down, clinging to the pipes and beams of the structural ceiling.
      The inner sanctum is utterly violated.

217   INT. OPERATIONS                                                                             217

      Hicks yells and falls back into the room, firing, just as the creatures detach en-masse from
      the handholds. THE CEILING EXPLODES, raining debris. Nightmare shapes drop into the

                             They're they go over there! Get 'em!

A86                                                                           (CONTINUES)
217   CONTINUED: (2)                                                                                 217

      Vasquez and Hudson open fire. Hicks gets up and let's it fly next to Vasquez. One by one,
      the creatures are mowed down in the spray of pulse-fire.

                             Come on! Come on!

                             Get 'em!

                             Do something, Gorman!

      Gorman turns to fire and Burke bolts for the only remaining exit, the corridor connecting to
      the Med-Lab. In the strobe-like glare of the pulse-rifles, we SEE flashes of aliens, moving
      forward in the smoke of the fires that have started.

                        Look out! Look out! Look out! There’s more of them!

                             Medical! Get to Medical! Do it! Go!

      Ripley grabs Newt and dashes for the corridor to the Meb-Lab.

                             Hudson! Look out!

      Right as Ripley enters the corridor to the Med-Lab, a warrior comes around a corner a few
      feet away from her and Newt. It moves like a locomotive. Shaking, Ripley raises her rifle.
      She squeezes the trigger. NOTHING HAPPENS.

      Ripley checks the SAFETY. The safety is off. The DIGITAL COUNTER. The magazine is
      full. Newt begins to wail. The thing is almost on Ripley, beginning to tower over her. She
      then remembers, she snaps the bolt back, chambering a round. Whipping the stock to her
      shoulder, she FIRES. FLASH-CRACK! A FLASHBULB GLIMPSE of shrieking jaws as the
      silhouette is hurled back, screeching insanely.

                                    (to Newt)

      She turns, grabbing Newt, and sprints down the corridor. RIPLEY'S P.O.V.: She SEES
      Burke clear the door to the Med-Lab Annex. HE SLIDES IT CLOSED. Ripley slams into
      the door. Hears it lock from the far side.

                             Burke! Open this door! Burke! Open it!

218   INT. MED-LAB ANNEX                                                                             218

A86                                                                           (CONTINUES)
218    CONTINUED: (2)                                                                               218

      Burke slowly backs away from the door. The sounds of the battle still penetrate through it.
      Terror shows in every part of his body.

219    INT. OPERATIONS                                                                              219

      Hicks is opening up on every dark shape that moves. They seem to be everywhere.

                              Ahhh! Come on! Let’s go! Fall back!

      Hicks runs and jumps over a barricade, landing behind Vasquez. Hudson, close-by, opens
      fire on a group of three aliens that have dropped through the ceiling.

                              Die, mother-fucker!

220    INT. CORRIDOR                                                                                220

      Ripley and Gorman are desperately trying to get the door open.


221    INT. OPERATIONS                                                                              221

                              Hudson! Hudson!

                              Mother fucker! Come on! Come and get it, baby!
                              I don’t got all day! Come on! Come on, you bastard!
                              Come on, you too! Oh, you want some of this! Fuck you!

      Hudson is so busy yelling and shooting at the approaching creatures that he doesn't notice
      the floor panels smash under him and clawed arms seize him with lightning speed, dragging
      him down into the floor. He yells and fires into the floor as he is pulled down.

                              Aaarghhh! Fuck you! Hicks! Hicks!


      Hicks tries to help him by pulling him out, but the creatures are to strong. Hudson quickly
      disappears into the hole yelling.


A86                                                                           (CONTINUES)
221   CONTINUED: (2)                                                                                221

      Hicks rolls over just in time to blast a diving creature before is takes him down the hole too.
      Another appears and he hits it full in the chest with pulse fire. Vasquez grabs Hicks and
      pushes him into the corridor with the others.

                              Come on, Hicks, go!

222   INT. CORRIDOR                                                                                 222

      Hicks seems to materialize out of the smoke and runs toward Ripley and the others at the

                                      (indicating door)
                              It's locked!

      Hicks unsnaps the torch off his belt and cuts into the lock.

223   INT. OPERATIONS                                                                               223

      Vasquez, standing just outside the entrance to the corridor, is destroying incoming aliens
      by the dozens. She stops firing and pumps back the grenade launcher, letting one fly.
      It detonates behind some machinery, blowing up a group of hiding aliens. Another is fired
      with the same affect of destruction. Vasquez turns and sprints up the corridor.

224   INT. CORRIDOR                                                                                 224

      CLOSE-UP ON LOCK: As the flame from the torch melts the metal into white-hot liquid
      and breaks.

      Ripley watches nervously down the corridor as Hicks finishes on the lock.

                              Got it! Let's go! Let's go!

                              Go! Go!

                              Move, Gorman!

      The group crowds into the annex and Hicks slides the door shut.

                                         (to Vasquez)
                              Seal it!

      Vasquez pulls out her torch and begins welding it closed. Ripley finds the door to the Med-Lab
      locked. She bangs on it.

A86                                                                            (CONTINUES)
224   CONTINUED: (2)                                                                                   224


225   INT. MED-LAB                                                                                    225

      Burke, hyper-ventilating with terror, backs across the dark chamber. Gasping, almost
      paralyzed with fear, he crosses to the door leading to the main concourse. He backs into
      and stumbles over some canisters on the way.

                                   (voice over)
                              Goddamn you! Open this door!

      His fingers reach for the control panel. It moves by itself. The door opens slowly.

      ON BURKE: His eyes wide, transfixed by his fate.

      One of the creatures stands in the doorway, it's slimy jaws opening and extending.
      Burke screams.

226   INT. ANNEX                                                                                      226

      Vasquez is still welding as fast as she can when the door is hit with a clanging impact.

                              Get back!

                              Hurry up!

      Another impact and the door begins to dimple inward.

                              Gorman, get out of the way!

                              Ripley! This way!


      Newt grabs Ripley's hand and pulls her over to an air vent set low in the wall and expertly
      unlatches the grill, dropping it to the floor. Newt starts inside, but Ripley pulls her back.

                              Wait! Get behind me.

                              Whatever you’re going to do, do it fast!

A86                                                                            (CONTINUES)
226   CONTINUED: (2)                                                                               226

      Ripley kneels and shines her flashlight down the air duct lit by red emergency lighting.
      Nothing. The way is clear.


                              Let’s go!

                              Come on, let's go! Move!

      Ripley enters the air shaft, which is a tight fit. Newt scrambles in behind, followed by Hicks
      and Gorman. Vasquez finishes up just in time as the door is hit full force by the alien mob.
      The dimple grows larger as the impacts on the door increase.

227   INT. AIR SHAFT                                                                               227

      Ripley and Newt come to a 3-way junction. Ripley looks in every direction, but doesn't know
      which way to go.

                              Which way is it to the landing field from here?

                              This way.

      Newt points to the right-hand tunnel and they move out.

228   INT. MED-LAB ANNEX                                                                               228

      The increased impacts on the door have now made the dimple reach it's maximum and a
      gapping crack has formed in it's center. Vasquez fires into it. The high-pitched death
      screams of several of the creatures can be heard.

229   INT. AIR SHAFT                                                                               229

      Ripley turns into a larger MAIN DUCT, where there is enough room to crab-walk in a low
      crouch. She runs, Newt following. The troopers' armor clatters in the confined space.
      They come to another intersection.

                              Go right.

      RIPLEY'S P.O.V.: Her light illuminating the slightly dark tunnel ahead of them as they come to
      yet another 3-way junction.

                              This way! This way.

A86                                                                             (CONTINUES)
229   CONTINUED: (2)                                                                                 229

      The head off to the right, into a long connected duct. TIGHT ON RIPLEY'S FACE as they
      run. Her light casting a white glow upon her terrified face.

      Vasquez is quickly trying to catch up with the group. She fires behind her as she runs in
      a crab-walk. Dark shapes move in the tunnel behind her.

      Ripley and the others are moving at their top speed through the shafts.

                             Which way?

                             Straight ahead and left.

                                   (into headset)
                             Bishop, do you read me?! Come in! Over!

                                   (voice over, static)
                             The ship is on it's way...

230   EXT. UP-LINK RELAY - LANDING FIELD                                                              230

      Bishop is standing next to the base of the telemetry mast. The wind blows all around him
      and is gusting viciously.

                                    (into headset)
                             E.T.A. - sixteen minutes!

231   INT. AIR DUCT                                                                                  231

                                   (into headset)
                             Good! Stand-by there! We're on our way!

      Vasquez finally catches up, moving in behind Gorman. Looking back, she SEES more of
      the creatures, coming up fast through the tunnel. She fires on them, killing the head alien.

      Ripley and Newt come to another intersection. Ripley shines her light down each one.

                             Which way now?

                             That way. (indicating left)
                             No, wait! This way. (pointing right)

A86                                                                           (CONTINUES)
231   CONTINUED: (2)                                                                                  231

                              You sure?!

      Hicks and Gorman wait at the intersection for Vasquez. She's moving up the tunnel and
      blasting incoming creatures at the same time.

                              Vasquez! Move!

      Ripley and Newt round a corner and Ripley stops to look back for the group. Newt continues

                              Right up here. It's just up here.


                              We're almost there!

      Ripley doesn't see the group and panics. Looking the other way, she notices that Newt is
      getting too far ahead.

                              Newt! Wait! Newt!

      She has to make a choice, to stay and wait for everyone or follow Newt. She decides and
      quickly runs to catch up with girl.

      Vasquez comes to the intersection where Hicks and Gorman were, but they have moved on
      ahead. She blasts a few more creatures and the pulse-rifle go empty. Dropping the
      weapon, she pulls out her service pistol and runs up the shaft after the group.

      Vasquez passes under an overhead air duct and looks up just in time to see a WARRIOR
      SCREECHING DOWN THE VERTICAL SHAFT, right towards her. She fires. It falls next
      to her, rolling and writhing around. She wrestles it and manages to slam the thing's head
      against the wall with her foot.

                              Oh yeah!

      She fires into it's head. Acid-blood spills out and hits her ankle, searing into her leg. She
      grits her teeth against the white-hot pain. Vasquez pushes the creature away and moves
      clear of it, firing her last two shots into it. The alien rolls and bounces around the shaft
      in it's death throes.

      Hicks and Gorman stop at the corner Ripley was at earlier and look back for Vasquez.

A86                                                                            (CONTINUES)
231   CONTINUED: (3)                                                                                   231


      Vasquez is sprawled out on the shaft's floor on her stomach. She moans out in pain,
      while managing to eject the magazine from her pistol.


      Gorman hits Hicks on the back and runs back to help Vasquez. He comes up just as the
      pain hits her in full.

                              Ohhhhh! Ohhhh, nooooo!

      Gorman grabs her underneath the arms and starts dragging her toward safety. Just then,
      one of the creatures breaks through an air duct grating in the tunnel's floor in front of them.
      Gorman pulls out his pistol and fires at it's head. The bullets just bounce off its armored

232   INT. SHAFT JUNCTION                                                                                232

      Ripley, Newt and Hicks reach a large metal housing and Newt crawls inside.


                              Up there, there's a short-cut across the roof.

      It is a junction of several shafts, including a vertical duct with ladder rungs leading up to an
      exterior vent hood. The "floor" is actually the top of a large blower drum, a vained cylinder.
      The room is tall enough for all three of them to stand up fully.

      Ripley crosses to the ladder, seizes a rung to steady herself, and reaches back for Newt.


      Hicks lifts Newt up and hands her over to Ripley. Newt grabs onto the ladder and holds on

233   INT. AIR SHAFT                                                                                   233

      Gorman unloads his pistol into the alien. Finally killing it. But, it's too late. They are cut
      off on both sides as the tunnel is blocked by incoming aliens. They crawl along the shaft
      like multi-armed freaks.

                              You always were an asshole, Gorman.

A86                                                                              (CONTINUES)
233   CONTINUED: (2)                                                                              233

      Gorman pulls out an M-41A grenade and palms it. Vasquez is barely conscious. He looks
      around the tunnel, seeing the closing creatures, and pops off the safety top on the grenade,
      pressing the detonator stub. Vasquez hears it and looks over. She seizes his hand in a
      deathly grip, but we recognize it as the "power greeting" she shared with Drake...something
      for the chosen few. Gorman returns the grip. One of the aliens begins to strike with it's jaws,
      but it's not fast enough. The tunnel explodes in fire and debris. The explosion sends a
      POWERFUL BLAST OF FLAME up the tunnel.

234   INT. SHAFT JUNCTION                                                                            234

      Hicks is crouched by the door to the ventilation room when it hits. The blast knocks him
      over and dislodges Newt from the ladder. She falls onto the blower drum, causing it to rotate.
      Newt slips nightmarishly through a narrow gap into another duct, a chute angling into the
      depths at a 45 degree angle. She catches the lip of the chute and holds on.

                             Newt! God!


                             Newt! Hicks! Hicks, get her! Hurry!

      Hicks jams his pulse rifle into the drum, stopping the rotation. Then, both Ripley and Hicks
      lunge into the gap with their arms out to reach her.

                             Hold on, Newt!

                             I'm slipping!

                             Don't let go!


                             Hold on!


                             I gotcha'! I gotcha'!

A86                                                                           (CONTINUES)
234   CONTINUED: (2)                                                                                   234

      Ripley seizes the sleeve of Newt's oversize jacket, just as she looses her grip AND SLIPS
      OUT OF IT. With an echoing scream, Newt plummets, sliding down the chute into
      darkness, disappearing around a bend. Ripley yells after her.

                              Newt! No!

      The shaft recedes into darkness. No answer. Hicks pulls her up out of the gap.

                              Come on! We can find her with this!

      He shows her the LOCATOR from his belt, it BEEPS slowly. Ripley nods, then yells down
      the chute into darkness.

                              Stay where you are, Newt!

      A plaintive call from the darkness is heard. Echoey, distorted, terrified.


                              We're coming!

235   INT. STAIRWELL / CORRIDOR                                                                         235

      Kicking out a ventilator grille, Hicks emerges onto a stairwell landing, followed by Ripley.
      They rush down the stairs as fast as possible.

236   INT. SUB-BASEMENT                                                                                236

      Newt is in a low grotto-like chamber, filled with pipes. It is flooded, almost up to her neck.
      She looks around, stroking the doll's head that she is still carrying.


237   INT. STAIRWELL / CORRIDOR                                                                         237

      Hicks and Ripley reach the bottom of the stairs and sprint along a corridor, intent on the
      locator's signal. The signal BEEPS faster as they close in on Newt.

                              This way. She's close.

A86                                                                             (CONTINUES)
237   CONTINUED: (2)                                                                               237


238   INT. SUB-BASEMENT                                                                            238

      Newt is wading around, looking everywhere for unexpected visitors.


239   INT. CORRIDOR                                                                                239

                              Where are you! Can you hear me!

240   INT. SUB-BASEMENT                                                                            240

      Newt hears footsteps and voices. She looks up.



      She climbs up on some pipes toward the overhead grilling.

                              I'm here!


241   INT. CORRIDOR                                                                                241

      Newt's tiny fingers wriggle up through the bars of the grate work in front of Ripley and Hicks.
      They stop and drop down by them. Ripley squeezes the child's precious fingers and shines
      her light through the floor grating to see Newt's face.

                              Newt. Are you okay?

      Newt nods. Hicks grips the grating and tries to pull it up. No success.

                              Let's cut it.

A86                                                                             (CONTINUES)
241   CONTINUED: (2)                                                                                   241

                              Climb down, honey. We've gotta' cut through.

      Hicks unsnaps his welder and flips up the guard screen.

242   INT. SUB-BASEMENT                                                                                242

      Newt climbs back down into the water. She looks up and watches Hicks.

243   INT. CORRIDOR                                                                                    243

      Hicks cuts into the bars. The torch emits a blinding blue light that illuminates the corridor.
      Ripley blocks off the glare to her eyes with her light as she looks down into the


244   INT. SUB-BASEMENT                                                                                244

      Newt looks around as the blue sparks rain down into the water next to her.

                              ...Now, don't move. Stay very still.


245   INT. CORRIDOR                                                                                    245

                              We're almost there. Hang in there, okay?

      Hicks' motion tracker comes to life. It's BEEPING doesn't go unnoticed. Ripley looks
      over and picks it up. A blob of white dots are moving onto the screen.


                              I know.


                              I know!

A86                                                                             (CONTINUES)
245   CONTINUED: (2)                                                                              245

                              I mean it!

      TIGHT ON TORCH FLAME as it quickly cuts through the bars on the grating.

246   INT. SUB-BASEMENT                                                                           246

      Newt is starting to look very frightened now as she continuously scans the room. The blue
      sparks showering blindly beside her. TIGHT ON UNDERSIDE OF GRATING as the flame
      cuts through, turning the metal into liquid and sparks.

247   INT. CORRIDOR                                                                               247

      Ripley is watching the motion tracker closely. She jerks away and looks down at Newt.

                              Newt! Newt, just stay still!

248   INT. SUB-BASEMENT                                                                           248

      Newt, standing shoulder deep in water, watches sparks fall as Hicks cuts. Silently, a
      glistening shape rises in one graceful motion from the water behind her. It stands, dripping,
      dwarfing her tiny form. She turns and SCREAMS as the shadow engulfs her.

249   INT. CORRIDOR                                                                               249

      Ripley panics, hearing the screaming below, then splashing.

                              All most there!


      She and Hicks kick desperately at the grating, smashing it down.


      Ripley lunges into the hole with her light. The surface of the water reflects the beam
      placidly. Newt is gone. Bobbing in the water, eyes staring, is "Casey", the doll head.
      It sinks slowly, distorting, vanishing in darkness.

      Hicks pulls Ripley away from the hole. She struggles furiously, trying to tear out of his

                              Nooo! Nooooo!

                              Let's go!
A86                                                                           (CONTINUES)

249   CONTINUED: (2)                                                                                249

                             They don't kill you! They don't kill you! They...she's alive!
                             she's alive!

                             Alright! I believe you! She's alive! But, we've gotta' go!

      He drags her down the corridor toward an ELEVATOR, not far away at the end of the tunnel.
      Hicks gets her inside, slamming her against the back wall and hits the button to go to the
      surface level. The door doesn't close. Hicks hits it again and it begins to close. Not fast
      enough though. An alien warrior leaps at the door and gets it's arms and head through,
      the doors closing on it. Hicks FIRES, POINT-BLANK, blasting it in the head. It falls off the
      door into the tunnel. Acid sluices between the closing doors, across Hicks' armor chest
      plate. The lift starts upward. Hicks' fingers race with the clasps. Galvanized out of her
      hysteria, Ripley claws at his armor, helping him as much as possible.

                             Get it off! Get it off!

      He screams as the acid contacts his chest and arm. He shucks out of the armor like a
      madman as acrid fumes fill the lift. The armor hits the floor. A large sizzling hole can be
      SEEN in the chest. The elevator stops. The doors part and they scramble out.

250   EXT. COLONY - NORTH LOCK                                                                       250


      Ripley supports Hicks, who is doubled over in agony as they emerge into the storm-blasted

                             Come on, you can make it!

251   EXT. LANDING FIELD - UP-LINK TOWER BASE                                                         251

      CLOSE-UP ON TERMINAL MONITOR as Bishop steers the incoming drop-ship with a
      joystick. He looks up as drop-ship two flies over the North Lock building, and descends
      toward the landing grid, side-slipping in hurricane gusts. Bishop stands, guiding it with
      the portable terminal. The ship sets down hard, lowering it's access ramp on contact.
      Ripley and Hicks stumble up to Bishop. Ripley shouts to be heard over the wind.

                             Bishop! How much time!

                             Plenty! Twenty-six minutes!
A86                                                                            (CONTINUES)

251   CONTINUED: (2)                                                                                251

                              We're not leaving!

                              We're not!

      They run up the ship's access ramp, disappearing inside.

252   EXT. DROP-SHIP - COCKPIT                                                                          252

      Bishop sits in the control seat, piloting the ship toward the massive processing station.

253   EXT. PROCESSOR STATION                                                                        253

      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 flies through the massive archway in front, entering the belly of the beast.

254   INT. DROP-SHIP                                                                                254

      Ripley pulls down two weapons from a storage rack and ties their barrels together with
      some cloth. Then, she winds tape around the stocks, securely fastening them together.
      Ripley finishes winding tape and drops the roll. She has crudely fastened an M-41A
      assault rifle, side by side, with a flamethrower unit.

      Hicks is sprawled in a flight seat, the contents of a FIELD MEDICAL KIT strewn around him.
      He's out of the game...contorted with pain. He finishes giving himself a shot of pain killer
      and looks over at Ripley, mystified at what she's doing.

255   EXT. DROP-SHIP - COCKPIT                                                                          255

      Bishop looks around, finding a good place to set the ship down. He sees a NARROW
      LANDING PLATFORM twenty levels above the ground.

256   EXT. PROCESSING STATION                                                                           256

      The drop-ship pivots, hovering in the blasting turbulence, and settles down on the platform
      with a CLANG. Lightning arches all around the platform and the ship as the station begins
      to self-destruct.

257   INT. DROP-SHIP                                                                                257

      Ripley works rapidly, preparing for what she is planning to do. She slaps a magazine into
      the rifle. The counter lights up, it reads 95. She tapes Hicks' LOCATOR to the barrel of
      the rifle. Hanging the guns' over her shoulder, she pulls out a few M-41A grenades from

A86                                                                            (CONTINUES)
257   CONTINUED: (2)                                                                              257

      a box. Ripley is stuffing gear quickly into a satchel, her hands flying. She picks up a
      packet of flares and a bandoleer of grenades, shoving them into the satchel. Bishop
      comes aft from the pilot's compartment.


                             I don't want to hear about, Bishop. She's alive.
                             There's still time.

                             In nineteen minutes, this area is going to be a cloud of
                             vapor the size of Nebraska.

                             Hicks, don't let him leave.

      Hicks is holding a wad of gauze plastered over his face.

                             We ain't going anywhere.

      She hefts the hybrid weapon, grabs the satchel and spins to leave.

                             See you, Hicks.

                             Dwayne. It's Dwayne.

      They share a moment, albeit brief. Mutual respect in the valley of death.


                                    (nods in satisfaction)
                             Don't be gone long, Ellen.

      Ripley smiles and runs to the door controls. The door opens to a side access ramp.
      Wind and machine thunder blast in. Ripley runs down the ramp, crossing the platform
      to the closed doors of a large FREIGHT ELEVATOR. She hits the open button. The
      doors part. In the background, the female voice of the warning system is heard.

                             Attention. Emergency. All personnel must evacuate
                             immediately. You now have fifteen minutes to reach
                             minimum safe distance.

A86                                                                             (CONTINUES)
257   CONTINUED: (3)                                                                                257

      Ripley enters the elevator. The doors close.

258   INT. FREIGHT ELEVATOR                                                                            258

      The elevator descends. Ripley crouches on the floor and loads up the grenade launcher
      on the M-41A. Cocks it. Setting the weapons down, she removes a flare packet from her
      satchel. Pulling out the six flares, she stuffs them into her pants pockets.

      CLOSE-UP ON THE FLOOR READ-OUT: As the elevator descends. The level counter

      Ripley removes her jacket and dons a battle harness directly over her T-shirt. Her eyes
      burn with determination that holds the gut-panic in check.

      She puts the BANDOLEER OF GRENADES around her chest as well. Hefting the guns
      up by her side, she stands ready.

      Ripley closes her eyes and tries to calm herself. This is the most terrifying thing she has
      ever done. She is soaking in sweat. The voice of the warning system echoes down the
      tunnel again, calm and mechanical.

                             Attention. Emergency. All personnel must evacuate
                             immediately. You now have fourteen minutes to reach
                             minimum safe distance.

      Ripley primes the flamethrower. A blue flame emits by it's barrel. The lift motor whines,
      slowing. It hits bottom with a bump. The safety cage retracts. Slowly, expectantly, the
      doors part. She stands there, swiveling the weapons. Steam clouds swirl all around her.

259   INT. CORRIDOR                                                                                 259

      Ripley moves out of the lift, knuckles white on the rifle. She looks around. A jet of steam
      sprays out above, startling her. Before her is a network of pipes stretching in every
      direction. Some glow cherry red from heat build-up. She moves into the tunnel ahead and
      shoots the flame unit into the open space above her, just for precautionary measures.
      Continuing forward, she fires again, lighting up the tunnel, and setting a few pillars on fire
      in the process. Rounding a pillar, Ripley looks back to SEE the elevator doors close with a
      bang. No turning back now.

      TIGHT ON RIPLEY: As she looks around, then down at the locator. It BEEPS slowly,
      showing the range to it's target.

      A blast of energy goes off to her left causing Ripley to close her eyes for protection. Ripley
      moves that way, approaching a "Sub-Level 03" stairway. The bottom is obscured in mist.
      She sprints down the stairs, coming to a landing with an overheated red-hot pipe over it.
      Ducking, she moves straight on to a two-way junction. Ripley pans the locator around. The
      BEEPS become faster to the right. She moves on.

260   INT. CATACOMBS                                                                                260

A86                                                                            (CONTINUES)
260   CONTINUED: (2)                                                                                 260

      Ripley stops just outside the entrance to the alien-encrusted tunnel before her. Just to be
      on the safe side, she sends a blast of flame scorching ahead of her. Pulling out a flare,
      Ripley ignites it and throws the stick down. It almost disappears in the encrustation.

      Momentum speeds up as Ripley continues forward as fast as possible, her guns aimed
      straight ahead at all times. Ready for anything. Her breathing is fast and hard. Coming to
      another stairwell junction, she flames straight ahead. Ripley moves around the stairs,
      stopping at a corner to peer around it in terror. Her breathing has become short gasps and
      her heart beep races, THUMP-THUMP, THUMP-THUMP, beating loudly. The locator has
      begun to BEEP faster by the second. She checks it. It's signal is louder when aimed toward
      a nearby descending staircase. Ripley dashes down them.

      At the bottom, she quickly moves around the stairs and begins up another corridor. The
      locator's beeping has increased again. Stopping under a flashing yellow KLAXON, she
      sends a burst of flame out ahead of her. Ripley moves forward, swiveling to look everywhere.
      Another flare is lit to mark the way back.

      Appearing out of a steam cloud, Ripley comes to a corner. She points the locator around
      and heads right. She run-walks along the corridor until the locator's signal has become
      a stream of sound.

      CLOSE-UP ON LOCATOR: Showing the digital counter. It reads zero.

      Ripley can't believe it. Where's Newt then? She looks down. There, lying in the sticky
      encrustation, is the tracer watch. All hope recedes, disintegrating into mindless chaos.
      She grips the bracelet hard and begins to weep.

261   INT. EGG CHAMBER                                                                               261

      Newt is cocooned in a pillar-like structure at the edge of alien egg cluster. Her eyelids
      flutter open and she becomes aware of her surroundings. The egg nearest her begins to
      move...opening like an obscene flower. Newt stares, transfixed by terror, as jointed legs
      appear over the lip of the ovoid one by one. She SCREAMS.

262   INT. CATACOMBS                                                                                 262

      Ripley hears the scream and breaks into a run.

263   INT. EGG CHAMBER                                                                               263

      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. Out of nowhere,
      the figure of an adult warrior comes bounding along a corridor's walls like it was a spider.
      Firing from the hip, Ripley drills it with two controlled bursts which catapult it back. Two
      more warriors show up. She takes them out as well. Her expression is murderous.

                             Ripley! Ripley!

A86                                                                           (CONTINUES)
263   CONTINUED: (2)                                                                                    263

      Ripley runs to Newt and begins tearing at the fresh resinous cocoon material, freeing the
      child. She pulls her up onto her chest. Strands of the sticky resin stretches between them.

                             Grab onto me! Hold on!

264   EXT. PROCESSOR STATION                                                                            264

      A huge fireball billow out of the center of the station. The structure begins to self-destruct.

265   INT. EGG CHAMBER                                                                                  265

      Ripley turns to retrace her steps, only to have an explosion on a lower level engulf the
      passageway in an enormous fireball. She retreats, moving through another steam-filled
      corridor. She and Newt emerge into a LARGE CHAMBER.

      TIGHT ON RIPLEY: As she enters the chamber and stops. Her expression changes
      to worry as she turns.

      Ripley is standing in a room full of eggs. Dozens and dozens of them line the floor
      everywhere around her. She hears something and turns around slowly.

      Newt and Ripley watch as a strange tube-like membrane places an egg on the floor with
      the others. It retracts, dripping slimy, gelatinous ooze from the tube’s opening onto the egg.

      We follow Ripley's gaze as she eyes along an egg-filled abdomen which swells and
      swells into a great pulsing tubular sac, suspended from a lattice of pipes and conduits
      by a web-like membrane as if some vast coil of intestine was draped carelessly among
      the machinery.

      Finally, Ripley looks up and sees it. A massive silhouette in the mist, the ALIEN QUEEN
      glowers over her eggs like a great, glistening insect-Buddha. What's bigger and meaner
      than the Alien? Its momma. The Queen's deep, heavy breathing echoes around the

      As Newt and Ripley watch, the Queen's legs, arms and massive inner jaws extend. She
      HISSES loudly at them. The hiss is really a silent call for guards and three drones step
      out of the shadows and mist around the chamber. One hisses at Ripley. She SEES them
      and sets Newt down, pushing the girl behind her.

      QUEEN'S P.O.V.: as she looks down on the two intruders that have entered into her lair.

      Ripley swivels and FIRES A BURST OF FLAME above the eggs. The Queen screams
      and twists in her throne. Ripley turns back to the queen and points the flame unit at an
      egg. Ripley stares at her for a response. The drones freeze. A nightmare tableau.
      The Queen gets the point. It motions and hisses to the left and right with its large crested
      head. The hiding drones back off into the shadows that hid them. A Mexican standoff
      between two females fighting for their young. Ripley watches the drones disappear and
      begins to back out of the chamber, away from the queen.

A86                                                                             (CONTINUES)
265   CONTINUED: (2)                                                                              265

      QUEEN'S P.O.V.: as she watches the two intruders move away from her.

      Ripley and Newt carefully move backward toward the tunnel they came in from, stepping
      gently and firmly. They stop in the entrance to the tunnel. Ripley scans the room, noticing
      an egg unfold near her. She thinks for a second, then unleashes the flame thrower, igniting
      the field of eggs with an insane fury. The Queen goes berserk, SCREECHING like some
      psychotic steam whistle. She claws at the air, trying to get at Ripley, but she is too far
      and is stuck in her throne.

      Ripley glances at the walls of the chamber and SEES the three drones coming for her.
      They are blown off the walls that they cling to by Ripley's pulse-fire. She keeps firing, now
      focusing all her rage on the burning eggs. They explode on contact with the bullets.
      Ripley fires until there is only 12 rounds left in the gun.

      She stops and pumps the slide on her grenade launcher. Fires. The grenade punches deep
      into the Queen’s egg sac and EXPLODES, ripping it open from within. Eggs and tons of
      gelatinous matter spray across the chamber floor. Ripley pumps and fires again and again
      and again. Four times into the egg sack. The Queen is crazy with rage.

                             Let's go!

      Ripley and Newt begin backing into the exit tunnel. She continues to fire the flame unit
      into the chamber, igniting eggs. Newt looks behind them.

                             Behind us!

      Ripley turns and blows away an approaching drone. It drops to the floor. Ripley unloads
      the rest of her ammo into it. Grabbing Newt, she moves around a corner. Unslinging the
      bandolier of grenades, Ripley primes one, and throws the whole thing as far as she can into
      the egg chamber. Scooping up Newt, she dashes into the catacombs and is hurled
      forward by the shock wave of multiple explosions.

266   INT. EGG CHAMBER                                                                                266

      The explosions around the Queen have caused her supports to break, dropping her into the
      flames around her. She lashes out in pain and anger, and pulls herself free from the egg
      sac, ripping away and dragging torn cartilage and tissue behind her.

267   INT. CATACOMBS - CORRIDOR                                                                        267

      Ripley and Newt run, blindly, with panting intensity verging on hysteria. She sees one of
      the flares dropped earlier and turns. Sees another, Ripley sprints toward it as the
      foundations of the world shake.

      Rounding a corner, Ripley finds the stairs she came down and dashes up them. At the top,
      the entire superstructure rocks as another explosion ignites within the heart of the station.
      Ripley holds on and then keeps going.

A86                                                                            (CONTINUES)
267   CONTINUED: (2)                                                                                  267

      Upon rounding a corner, she sees the lift. Ripley sprints to it, gasping for breath, and hits
      the up button. Nothing. She hits it again and looks up the shaft for the elevator.

      RIPLEY'S P.O.V.: as she SEES the lift slowly coming down the shaft. Flame billows all
      around it.

      Ripley moves to the adjacent lift and hits the up button. The sound of LIFT MOTOR'S
      WHINE as it begins its slow descent as well from several floors up. She is frantic, hitting
      the buttons over and over again, hoping for some faster action. AN ENRAGED SCREECH
      ECHOES in the corridor behind them. Ripley turns, eyes wide with terror. She begins
      hitting the buttons again.

                             Come on! God damn it!

      The SCREECH again. Closer. She looks up the corridor once more and sprints for a
      nearby ladder going up.

                             Hold on to me!

      She begins to climb, just as the silhouette of the Queen rounds a corner and slowly makes
      it's way up the corridor. Ripley backs down the ladder. The Queen sees them and
      HISSES. Ripley hears the lift and looks back to SEE it stop and open for them. She
      races into it and jams the up button.

      RIPLEY'S P.O.V.: as the Queen quickly moves it's way up the misty corridor, screeching
      at the top of it's lungs.

      Ripley drops Newt and readies her weapons to fire. The lift cage slides closed just in time
      as the Queen comes up to it. Ripley fires her flame thrower through the cage. The Queen
      screeches and reels back. Ripley continues firing until the unit runs dry. The Queen
      notices this, but the lift doors close to quickly for an attack.

      The elevator starts upward quickly. Ripley and Newt hug the back wall, terrified. A large
      explosion nearby rocks the lift.

      ANGLE DOWN THE SHAFT: We SEE the elevator coming up. Some debris falls on its
      roof with a BANG as a huge fireball slightly engulfs the lift.

268   INT. CORRIDOR                                                                                   268

      The second lift reaches bottom, the doors rolling open for anyone. The Queen looks over
      and freezes, as if contemplating the open lift cage.

269   INT. ELEVATOR - PLATFORM                                                                        269

      The ride up is not comforting as explosions constantly shake the tiny lift and its occupants.
      The mechanical voice of the warning system is heard again. It is much shorter now.

A86                                                                            (CONTINUES)
269   CONTINUED: (2)                                                                               269

                             You now have two minutes to reach minimum safe

      The lift reaches the top and Ripley and Newt hustle out onto the platform. Ripley looks
      around through wind-whipped streamers of smoke and she sees...nothing. THE SHIP IS


      The platform is completely empty. Ripley looks up and shouts an outrage at the final

                             Bishop! God damn you!

      She slumps over in defeat, breathing heavy. A sound behind her catches her attention.
      She moves over to the adjacent lift cage and looks down.

      ANGLE DOWN THE SHAFT: showing the second lift slowly coming up. Clouds of fire
      explode all around it.

      Ripley and Newt back away from the doors. She checks her gun. The counter reads
      empty. Ripley drops the weapons. Picking up Newt, they back up toward the railing.
      There is no place to run. MULTIPLE EXPLOSIONS detonate in the complex far below
      and all around. Huge fireballs well upward through the machinery. The platform bucks
      wildly. Nearby, a cooling tower collapses with a THUNDEROUS ROAR and the SHRIEK
      OF RENDING STEEL. Chaos and destruction totally surround them, offering no reprieve.
      The lift stops. Ripley and Newt stare transfixed as the safety cage opens. Flashes from
      the explosion give a glimpse of the apparition within. Then, it moves it full view. The
      Queen has come.

                                    (to Newt, low)
                             Close your eyes, baby.

      hovering jets roaring. Newt sees it first.


      Ripley sees it too. She looks back at the lift. The creature is screeching maddingly at
      them, moving forward.

      Ripley lifts Newt onto the loading stairs extending from the ship's side. She crawls up,
      turning to help Ripley up.

A86                                                                           (CONTINUES)
269    CONTINUED: (3)                                                                                  269

                              Come on! Come on!

       Ripley grabs on and crawls up.

       Just as Ripley gets half-way up the ramp, a TREMENDOUS EXPLOSION RIPS THROUGH
       THE COMPLEX below. She quickly moves inside, hitting the close button on the ramp,
       while running to a flight seat with Newt. The explosion hits the ship, slamming it sideways.
       Its extended landing legs foul in a tangle of conduit, grinding with a hideous squeal of metal
       on metal.

270-   INT. / EXT. DROP-SHIP - STATION                                                                  270-
271                                                                                                    271

       Ripley cradles Newt and begins strapping in. Bishop wrestles with the controls. The
       landing legs retract, ripping free, but still trailing some debris. Ripley slams her seat
       harness home.

                              Punch it, Bishop!

       The entire lower level of the station disappears in a fireball. The air vibrates with intense
       heat waves and concussions. The drop-ship engines fire. Ripley is slammed back in her
       seat. The ship vaults out and up, Bishop standing it on it tail, pouring on the gees. Ripley
       and Newt see everything shake into a blur.

272    EXT. STRATOSPHERE                                                                               272

       The drop-ship lunges up 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.

273    INT. DROP-SHIP - COCKPIT                                                                          273

       CLOSE ON BISHOP: as he checks over the instruments for damage. All is fine. They
       have survived. He picks up the inter-ship mike.

                              It's okay. We're okay.

274    INT. DROP-SHIP                                                                                  274

       Ripley hears Bishop's words and closes her eyes, relieved. They made it. She looks at
       Newt in her lap.


A86                                                                              (CONTINUES)
274   CONTINUED: (2)                                                                                274

      Newt looks over at her.

                              We made it.

                              I knew you'd come.

      Ripley smiles and kisses her. They turn and look out at the welcoming stars of space.

275   EXT. DROP-SHIP - SPACE                                                                        275

      The tiny ship rockets upward, heading back home to the Sulaco.

276   INT. SULACO CARGO LOCK - IN ORBIT - LATER                                                         276

      The scorched and battered ship once again sits in its drop bay, steam blasting from cooling
      vents beside the engine. Rotating clearance lights sweep around the large chamber.

277   INT. DROP-SHIP                                                                               277

      Ripley inspects the comatose Hicks. Bishop and Newt are beside her.

                              He's going to be alright. He's just out. I had to give him
                              another shot for the pain.

      Ripley starts to lift the seat restraint to take him out, but Bishop stops her.

                              We need a stretcher…to carry him up to medical.

      Ripley nods and lowers the restraint back. They leave the ship.

278   INT. CARGO LOCK - DROP-SHIP                                                                       278

      The group appear, coming down the loading stairs.

                              I'm sorry if I scared you. That platform was just becoming
                              too unstable. I had to circle and hope things didn’t get to rough
                              to take you off.

      He stops under the back landing leg of the ship. Ripley catches up and stops before

                     did okay.

A86                                                                               (CONTINUES)
278   CONTINUED: (2)                                                                                  278

                             I did?

      TIGHT ON RIPLEY: as she looks at Bishop. It's hard to admit it, but she does.

                             Oh yeah.

      They hear a sizzle sound from below Bishop. Looking down, they see a tiny innocuous
      drop of liquid splash onto the deck next to Bishop's shoe. SSSSS. A hole begins to
      form. Acid. SOMETHING BURSTS FROM BISHOP'S CHESTS, spraying Ripley with
      milk-like android blood. It is the razor-sharp scorpion TAIL of the alien QUEEN. Driven
      right through him from behind. Ripley pushes Newt back out of the way, onto the floor.
      Bishop thrashes, spraying white blood out of his mouth. He seizes the protruding section
      of tail in his hands, as it slowly lifts him off the deck and up to the Queen's chest. Above
      them, the Queen glowers from its place of concealment among the hydraulic mechanisms
      inside the 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

      Bishop's upper-half lands hard on the deck near the front of the drop-ship. His milky blood
      covers him. Bishop looks over at what did this to him.

      The Queen descends slowly to the deck, the rotating lights glistening across its shiny
      black limbs, dripping acid and rage. It is huge, powerful...and very pissed off. It descends,
      it's six limbs unfolding in inhuman geometries.

      Ripley moves with nightmarish slowness herself, staring hypnotized...terrified to break and
      run. Never taking her eyes off the creature, she motions to Newt with her hand.

                             Go. Move.

      Newt crawls slowly backward. The Queen sees her and HISSES. Ripley waves her arms,

                             No! Here! Here!

      CLOSE ON QUEEN: as she turns her attention to Ripley and hisses. Her open jaws filled
      with long, sharp, translucent teeth. Drool drips from her open maw.

      Ripley slowly backs away. She calls to Newt.


      Newt gets up and runs to an open maintenance hatch in the deck, dropping in.

A86                                                                            (CONTINUES)
278   CONTINUED: (3)                                                                                 278

      ANGLE FROM BEHIND RIPLEY: as she waves at the alien to keep its attention. The
      Queen looms in front of her, standing sideways on the landing strut, ready to attack.


      Ripley slowly lowers her arms and backs up carefully. Not carefully enough. The Queen
      sees her movement and doesn't approve.

      CLOSE ON QUEEN: as she hisses at Ripley again.

      Ripley notices an open cargo bay behind her. She spins, sprinting toward it. The creature
      leaps for her, moving like an out-of-control locomotive. Its feet slam, echoing, on the deck
      behind her. Ripley clears the cargo door. Hits the close switch. It WHIRRS half-way
      closed when the creature hits. BOOM! It backs up and the door closes completely.
      Angrily, it rams the door again. BOOM!

279   INT. DARK CHAMBER                                                                              279

      Ripley backs away from the door, gasping for breathe, as the creature outside continues
      to slam into the door. She looks around and notices something that will help her out of
      this situation. She quickly moves to it.

280   INT. CARGO LOCK                                                                                280

      CLOSE ON BISHOP as he flails around, positioning himself to see the Queen. It walks
      by o.s., it's feet CLOMPING on the deck. Bishop watches it quietly.

281   INT. SUB-FLOOR CHANNELS                                                                        281

      Newt is looking up through the grille-work flooring. Light plays across her shadowed face
      in bars. The Queen comes into view overhead, SEEN THROUGH the bars, looking down at
      the floor for Newt. It passes over Newt's hiding spot, then backs up. It sees her, noticing
      the movement of Newt's head as she watches. The Queen hisses, pulls up the flooring
      with its big hand and reaches in for her. Newt screams and scurries away. She crawls
      along quickly like a rabbit as the looming figure of the alien appears above. A section of
      grille in front of Newt is ripped away. She retreats, crawling back the way she came, only
      to have the Queen reach in for her through another hole in the flooring in front of her. She
      quickly turns away in another direction.

      CLOSE ON NEWT: as she stops and stares up through the flooring, watching the Queen.
      It moves around above her. It pauses, seeing her. Newt notices and scurries away.
      The Queen beats her and rips up the flooring right above her. Newt freezes in fright,
      screaming, as the alien reaches down to get her.

282   INT. CARGO LOCK                                                                            282

      A loud CLANK echoes through the chamber as the door to the room Ripley went into opens.
      The Queen spins at the sound of it, turning to see what it is.

A86                                                                           (CONTINUES)
282   CONTINUED: (2)                                                                                     282

      CLOSE ON DOOR: as it REVEALS an inhuman silhouette standing there.

      She lifts the arms horizontally beside her and stomps out...the massive feet CRASH-
      CLANGING on the deck. She stops midway to the Queen.

                              Get away from her, you bitch!

      TIGHT ON QUEEN: as it hisses with pure lethality. Newt looks out of the flooring at Ripley

      Ripley moves the arms up for combat, both in swinging positions and takes two steps.
      The Queen screeches and charges. WALLOP! A roundhouse from one great hydraulic
      arm catches the creature on its hideous skull, slamming it onto the deck. The Queen gets
      up and Ripley hits it again with the other arm, sending it sliding into some heavy cargo boxes.

      The alien rights itself, standing in a lethal stance. It hisses violently, clearly really pissed off.
      Ripley swings around, positioning herself toward the Queen.

                              Come on!

      The Queen charges and Ripley closes the right arm's forks on the its skull. It lashes and
      writhes with incredible fury, coming within inches of her exposed body. The alien tries to
      bite at her, but Ripley moves away slightly. The Queen is desperate to get free and brings
      up its spear-like tail to strike. The creature swings it around twice, slapping it against the
      crash-bars next to Ripley. Ripley releases the clamps, freeing the alien. It backs away.

      Both stand their ground now. Ripley, constantly moving her arms around, keeping the
      Queen back and the Queen, hissing, clawing, and striking with her tail to get at Ripley.
      It is a stalemate. Ripley senses this and changes the game plan.

      TIGHT ON ARM CONTROLS: as Ripley keys in a command.

      ANGLE ON RIPLEY IN LOADER: as doors of a RECTANGULAR PIT open in the

      The Queen senses the change in direction of the fight and charges. Ripley lowers an arm
      and closes it around the alien's neck. The creature screams. Its face is now right in front
      of Ripley. The striking teeth extend almost a meter from inside its fanged maw, shooting
      between the crash-bars. Ripley ducks and the Queen strikes again. Ripley ducks again
      and flicks open the CUTTING TORCH trigger on the control joystick. The flame on the
      torch shoots out, right into the alien's face. The Queen screams and moves it's head

      Ripley screams with exertion as she lifts her right arm, bringing the alien of it's feet. It
      dangles in the air writhing.

      TIGHT ON CONTROL JOYSTICK: as Ripley hits the turning controls.

A86                                                                                (CONTINUES)
282   CONTINUED: (3)                                                                                282

      The upper body of the loader swings right, bringing the Queen with it. It is now hanging
      over the open loading airlock.

      ANGLE UP AIRLOCK: showing the Queen swinging in open air above the lock.

      Ripley bends the loader forward, dropping the alien into the lock. It grabs the loader, pulling
      it off balance. Ripley screams as they topple and fall together, over the lip of the pit.

283   INT. LOADING LOCK                                                                             283

      They crash together five meters below. The loader pinning the Queen. It shrieks and
      claws in pain, trying to get free.

284   INT. CARGO LOCK                                                                               284

      Newt sees them go over and jumps out of the sub-floor channels.


285   INT. LOADING LOCK                                                                             285

      Ripley frantically pulls her arms out of the controls of the loader and claws toward a nearby
      service ladder. She climbs quickly. Halfway up, the Queen loosens itself slightly and
      seizes Ripley's ankle. She grips the ladder rungs tightly, fighting against the alien strength.

      ANGLE ON RIPLEY: as she fights the pull of the alien. Next to the ladder is an airlock
      actuating control panel. She hits the red "INNER DOOR OVERRIDE" button.

      ANGLE DOWN AIRLOCK: as a KLAXON begins to sound and red warning lights come
      on below Ripley. The Queen is still screeching and trying to free itself.

      ANGLE ON RIPLEY: as she pulls down the "OUTER DOOR OPEN" lever. There is a
      hurricane shriek of air as the doors on which the loader and Queen are lying part,
      REVEALING the infinite pit of stars, below.

      The airlock becomes a wind tunnel, blasting and buffeting Ripley as she struggles to
      hold onto the ladder. The air of the vast ship howls past her into space as she locks her
      arm around a ladder rung, feels it almost torn out of it's shoulder socket.

286   INT. CARGO LOCK                                                                               286

      Newt screams as the hurricane air stream sucks her across the floor toward the airlock.
      Bishop, torn virtually in two, is having the same problem, but manages to grab hold of
      the barred flooring right next to the lock. Newt also grabs hold of the flooring.

287   INT. LOADING LOCK                                                                             287

A86                                                                             (CONTINUES)
287   CONTINUED: (3)                                                                                 287

      The doors open slowly, due to the weight on them, but they finally open completely. The
      loader tumbles clear, falling into the void. The Queen falls free, hanging in the opening of
      the door by Ripley's ankle. It screeches in the wind as the air pushes against it with
      extreme force. Ripley is loosing the fight. Her strength in almost gone. Her arm feels
      as if it is going to rip free at any moment. She screams in pain as her shoe rips away
      from her foot, dropping the Queen into the depths of space.

288   EXT. SULACO - AIRLOCK                                                                          288

      The Queen spins away from the open airlock door, tumbling into the blackness, shrieking
      and clawing for survival. It's fight is over.

289   INT. LOADING AIRLOCK                                                                           289

      With all her strength, Ripley fights the blasting air, crawling up to the lip of the inner
      doorway and starts to climb over it.

290   INT. CARGO BAY                                                                                 290

      Newt's strength is gone and she slides away from the equipment that she held onto toward
      the open airlock. Bishop reaches out desperately for her as she slides past him.


      He catches her arm and hangs on as she dangles doll-like, in the air blast.

      TIGHT ON AIRLOCK LIP: as Ripley's hand comes over it, then the rest of her. She crawls
      over the lip and lays on the deck.

      Newt claws up to Bishop and holds onto him.

      Ripley yanks at the closed OVERRIDE panel on the deck and pulls it open. Hits the inner
      door close. The door closes next to her. She pulls her leg out of the way. The turbulent
      air eddies and settles.

      She rolls over and lies on her back, drained of all strength. Gasping for breath. Weakly,
      she turns, seeing Bishop and Newt together. Ripley slowly crawls over to them and grabs
      Newt. Newt turns and hugs her desperately.


                              Oh god.

      Bishop looks up at them. He is encrusted with his own vanilla milkshake blood. His voice
      is gargled with the fluid.

A86                                                                               (CONTINUES)
290    CONTINUED: (2)                                                                            290

                            No bad for…a human.

      Ripley looks down at him. He gives her a small, grim smile. She turns back and clings to
      Newt. She has won the war.

291    INT. HYPERSLEEP                                                                           291

      Newt stands, cross-armed, by a hypersleep capsule. PANNING DOWN, we SEE Bishop
      enclosed within a plastic membrane.

      ANGLE ALONG CAPSULES: showing Hicks in the foreground, asleep in his capsule with
      bandages over his face and chest, and Bishop in his right behind him. Newt stands
      watching as the capsule doors whine closed.

      TIGHT ON HICKS: as the door closes, we SEE Hicks' face sleeping peacefully through
      clear top. Part of his face is bandaged up from the acid burns.

      Newt walks over to Ripley at the hypersleep control board. Ripley punches in a few more
      commands and closes the keyboard. They both move over to Newt's capsule. Newt gets
      in and sits up.

                            Are we going to sleep all the way home?

                            All the way home.

                            Can I dream?

      Ripley smiles and brushes a strand of hair from Newt's forehead.

                            Yes, honey. I think we both can.

      Ripley points to something on Newt's shirt. She looks down and Ripley flicks her nose.
      The both giggle. Newt lies back on the bed.

                            Sleep tight.


DISSOLVE TO NEWT IN CAPSULE. It's a TWO SHOT, with Ripley behind, perfect in sleep.

                                                                           FADE OUT

                                                THE END

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