BATTLE: LOS ANGELES
Written by
Chris Bertolini
05/14/09
FROM SPACE, a view of the EARTH. The vibrant BLUE of its OCEANS is striking against the vast BLACK VOID of space. MOVE CLOSER TO THE EARTH, where the shimmering PACIFIC OCEAN meets the CALIFORNIA COASTLINE... A bird's-eye view of LOS ANGELES comes into relief  a criss- cross of streets, freeways. The buildings not more than dots. Keep MOVING CLOSER as SOUND FADES IN. We notice MOVEMENT through the sprawl of city now: MASSES OF PEOPLE and CARS moving AWAY FROM THE OCEAN as we arrive at...

0: EXT. PICO BLVD. - GROUND-LEVEL - DAY
The SOUND is at a frantic pitch here  The sound of CHAOS on the streets. People SCREAMING, CAR HORNS BLARING as CARS jockey for position, moving eastward among... HORDES OF PEOPLE on foot, their PANICKED FACES rushing past. SUPER: LOS ANGELES  CONTACT + 1 HOUR as we...

1: INT. 1ST SERGEANT'S OFFICE / CAMP PENDLETON - DAY
SUPER: MARINE CORPS BASE, CAMP PENDLETON. OCEANSIDE, CA. Then SUPER: THE DAY BEFORE... We are CLOSE ON: SERGEANT MICHAEL NANTZ late 30s, tall, battle-hardened, staring forward, listening impatiently.
BEAT.
THE GREEN WASH OF NIGHT VISION GOGGLES Looking out onto ROLLING HILLS and TREES... We hear (O.S.) :
FIVE MARINES From the 1st Platoon, 2nd battalion, 5th Marines (the 2/5).. Camo uniforms, NIGHT VISION GOGGLES on, stare into the DARK. CPL. CORREGGIO, 20, linebacker-big, shakes his head, frustrated.
The other marines back away quickly as... WIDEN to see we're...

2: EXT. OFFICER'S GOLF COURSE / CAMP PENDLETON - NIGHT
Correggio, GOLF CLUB in hand, steps to a golf tee. WHACK. He tees off. The marines follow the ball as it sails into the darkness.
PVT. LENIHAN, 18, baby-faced, looks impressed.
PVT. IMLAY, 19, a dense but good-natured country boy, moves to the tee.
He takes the club from Correggio.
Imlay TEES OFF, his swing plainly choppy, uncoordinated.
POV THROUGH IMLAY'S NIGHT VISION GOGGLES As he WHACKS THE BALL, visible in the night vision's greenish glow. It HOOKS into a sand trap.
Then he stops as a LIGHT flashes beyond the trees.
THREE GIRLS, 19-21, signal with a FLASHLIGHT. Then race down a small hill onto the golf course.

3: EXT. GOLF COURSE - LATER
The THREE GIRLS sit around a beat-up TAHOE parked near the tee, CASE OF BEER on its back gate, sipping beers. Corpsman ADUKWU, 20, a tall, thin Nigerian, TEES OFF.
PVT. KERNS, 19, an antsy fireplug of a guy, shakes his head.
Correggio shoves a beer into Kerns' hand.
He throws an arm around Kerns' shoulder, smiles at the girls.
Correggio eyes Kerns. This was the wrong thing to say. One girl, smiling seductively, steps to Correggio, takes the golf club.from him.
She readies to take a shot. Correggio snuggles up behind her, ostensibly teaching her how to swing.
Nearby, the SECOND GIRL chats up Adukwu.
Imlay pops a beer, interrupting.
Adukwu starts to talk, but Imlay interrupts again:
Lenihan suddenly ducks behind the Tahoe, throwing up.
Lenihan shuffles back out from behind the Tahoe.
Everyone holds beers aloft. Lenihan joins in reluctantly.
He points off to the HILLY, DESOLATE TERRAIN near the course.
The marines chuckle knowingly, about to drink... Then they hear the sound of TIRES skidding to a halt. They look toward the hillside, see the WHITE HELMETS'of MPs.
The marines grab the goggles and clubs, pile...
INTO THE TAHOE With the girls. The Tahoe skids away, the beer CRASHING off' the back. The first girl eyes Correggio.
Correggio grins sheepishly. She smiles. sweetly, taking his hand, writing her PHONE NUMBER on the back of it as...

4: INT. BEDROOM / OFF-BASE APARTMENT - SAN CLEMENTE - MORNING
A modest working-class two bedroom apartment. A TELEVISION on in the b.g.. A NEWS PROGRAM:
LT. BENNIE MARTINEZ, 25, whose youthful looks and open smile contrast with his muscular frame, rolls in bed to see... His wife, ANNA, 24, sitting on the edge of the bed next to him, turning something over in her hands.
She holds up the object in her hands  It's Martinez'
LIEUTENANT BARS.
She kisses him lightly, stands. Martinez smiles, watching her move off.
We see her VERY PREGNANT BELLY now as she smiles back, exits. As she does, Martinez turns back to the TELEVISION: 'METEORS' falling into a distant ocean.

5: EXT. DRIVEWAY / OFF-BASE APARTMENT - LATER
Martinez, in uniform now, exits the ground-floor apartment, heads to HIS CAR as Anna exits, watching him go, smiling.
He stops, smiling back at her now. She waves coyly. Then Martinez is RUNNING BACK TO THE APARTMENT. Moving with the grace of the college football player he was just a few years ago.
We don't go with him. Just observe from a distanceas... Martinez arrives at Anna, who laughs as he leans down, kissing her stomach now.

6: EXT. TRAINING COURSE - MORNING
The 1st PLATOON of the 2/5, 39 marines, all 18-23 years old, sweating as they RUN HILLS in FULL GEAR in the blazing sun. Key on the MARINES FROM THE GOLF COURSE, staring forward at... Nantz, running up ahead.
Lenihan, struggling, breathing hard, looks up at this, STUMBLING as he does. Nantz, looking back at the chatter, sees... Imlay grab hold of Lenihan, helping him forward now.
Nantz drops back, runs alongside the struggling Lenihan.
Lenihan STUMBLES and FALLS IN THE DIRT.
On these words, NANTZ MEETS EYES WITH CORREGGIO, further back in the pack. Nantz looks away, sees... Imlay, suddenly at Lenihan's side, helping him up. Nantz shoves Imlay away, knocking him onto his ass.
Nantz puts a boot into Imlay's chest, shoving him flat. Correggio stares at this, steaming.
Lenihan stumbles to his feet, wiping dirt from his mouth.
Lenihan bends, strains, somehow heaves Imlay up. He begins STUMBLING UP THE HILL, carrying Imlay on his back.
Lenihan staggers, knees trembling, weaving back and forth. Then his foot comes down on a ROCK IN THE TRAIL. His ANKLE GIVES WAY. Lenihan falls, yells in pain, grabbing his ankle.
Correggio takes a step towards Nantz now. Kerns stops him.
A moment as they stare at each other. Nantz, voice like ice:
Nantz' looks over the men, sweaty, covered with grime.
Correggio stares back sullenly on this.
Nantz spits on the ground.

7: INT. FLOWER SHOP DAY
We recognize two marines from 1st platoon: CPL. DEVREY HARRIS, 22, African-American, steely, quick-witted, and CPL. NICK STAVROU, 23, a Greek hulk with an easy smile. Harris stares at a TELEVISION on a table behind the counter.
A woman, CHERISE, 22, Harris' fiancee, hurries over.
Harris looks pained. But before he can speak up:
Cherise looks expectantly to Harris, who smiles back weakly.
She kisses him, heads to the florist as Harris turns on STAVROU:
Stavrou throws an arm round Harris' shoulder, smiles.

8: INT. CAMP PENDLETON / PSYCHIATRIST'S OFFICE - DAY
A drab, nondescript office. Kerns sits across a desk from the BASE PSYCHIATRIST, who's consulting a FILE.
The psychiatrist stares at this. Then WRITES in the file.

9: EXT. PACIFIC OCEAN - RED BEACH, CAMP PENDLETON
Two surfers  CPL. GRAYSTON, 23, looking grizzled beyond his years, and PVT. SIMMONS, a spaced-out surfer vibe, sit on boards in the water, staring at... TWO MPs, on the beach, waving them in.
Suddenly, a SIREN begins WAILING from the base. Grayston and Simmons exchange a glance. They start paddling in quickly.

10: EXT. TRAINING COURSE - DAY
Nantz is running with another platoon of MARINES. Everyone slows as the SIRENS WAIL from the base.
The squad stops, following Nantz' gaze to... An approaching dust cloud, being kicked up by... A HUMVEE and TWO FIVE-TON TRUCKS Speeding up the dirt road toward the marines. Everyone is silent as they watch the HUMVEE and TRUCKS pull up... This is not normal. 1st Sergeant Roy hops from the Humvee, shouting:
The marines exchange glances, heading for the five-tons. Roy motions to Nantz, who follows him to the Humvee.
They arrive at the Humvee. Roy turns to Nantz.
Nantz nods, resigned. Starts climbing into the Humvee.

11: INT. HUMVEE - MINUTES LATER
Roy drives back to base, Nantz next to him. SIRENS are wailing, HELICOPTERS TAKING OFF in the distance.
He turns., stares at Nantz.

12: EXT. CAMP PENDLETON - MINUTES LATER
The Humvee and five-tons swing into the base past a mass of activity: TRUCKS being loaded with supplies, TANKS driving onto flat cars, MARINES racing about.

13: INT. HUMVEE - SAME
As the Humvee pulls to the COMMAND BUILDING, Nantz sees... LT. MARTINEZ hurrying to meet them.

14: INT. DORM ROOM - BACHELOR ENLISTED QUARTERS - SAME
Lenihan and Imlay, Correggio and Kerns are getting their gear together, hurriedly packing. Lenihan checks and double checks a LIST with the contents of his pack, ticking off 'poncho liner,' 'gore-tex jacket,' 'socks,' 'vest,' 'first aid kit,' flashlight'...
Correggio, pissed, grabs his pack, heads for the door.
And he's gone. Lenihan, confused, looks at Imlay.
Lenihan nods, somber, getting it.

15: INT. HALLWAY / BASE COMMAND BUILDING - MOMENTS LATER
Nantz and Martinez walk through quickly. All around them, NUMEROUS OFFICERS hurry, all responding to RINGING BEEPERS. Nantz peers into VARIOUS OFFICES. Every one is buzzing with activity: Clerks bustling, maps spread out, phones ringing.
And every office has a TELEVISION on. We hear OVERLAPPING. REPORTER'S VOICES from the offices they pass:
Nantz looks askance at this. Martinez catches it.

16: INT. ARMORY - DAY
At numerous windows,. LINES OF MARINES hand in weapons cards, receiving their weapons in return. Among them... The marines from 1st Platoon of the 2/5 (Correggio and Kerns, Stavrou and Harris, Imlay and Lenihan, Adukwu), all watching: MOUNTED TELEVISIONS  A WOMAN REPORTER, 20s, on a BEACH. Behind her, POLICE disperse thin CROWDS of PEOPLE, bullhorns blaring. A legend on the TV screen reads 'SANTA MONICA, CA.' PVT. MOTTOLA, squad radio man, tall and thin, listening to an IPOD, and PVT. GUERRERO, lumbering, eyes on the TV.
The marines stare at the harried reporter on TV.

17: INT. BRIEFING ROOM / CAMP PENDLETON - LATER
Nantz and Martinez crowd in among other SERGEANTS and LIEUTENANTS, the COMPANY CAPTAIN briefing them.
Glances exchanged in the room now.

18: INT. ARMORY - LATER
The young marines from 1st platoon are still in line for their weapons along with many OTHER MARINES. Some are nervously bullshitting, others intently watching...
THE TELEVISION: The REPORTER on the beach looks harried now as THICK SMOKE rolls in across the water. POLICE SIRENS wail in the b.g.I
Others quiet down now. All focus slowly shifting to...
THE TV: The reporter on the beach is cupping her earpiece.
The TV SHOT PANS to the WATER... The DISTANT CUTTER lists to one side, SINKING below the waves as indistinct DARK SHAPES clamber onto it from the water.
THE MARINES Push forward, scrambling to the TVs.
ON THE TV: The CUTTER DISAPPEARS behind the thick rolling SMOKE. The camera PANS back to the REPORTER, silently staring out.
2/5 PARADE DECK / CAMP PENDLETON - SAME Crowded with MARINES, including squad leader Grayston, all getting ready. Or they were... Right now, ACTIVITY HAS CEASED. Marines silently stare at...
TELEVISIONS The REPORTER ON THE BEACH staring out, clearly panicked.
She stops, seeing the SMOKE reach the WATER'S EDGE. A HUSH falls over the CROWD as SMOKE rolls across the beach.

19: INT. HALLWAY / COMMAND BUILDING
Formerly bustling... Now all OFFICERS and MARINES are frozen, crowding around open office doors, staring at...
TELEVISIONS As the REPORTER reacts to isolated SHOUTS echoing from the crowd on the beach. Some are pointing out to the ocean...
The news cameraman PANS to the WATER as it begins to CHURN.

20: INT. BRIEFING ROOM / CAMP PENDLETON - SAME
Nantz and Martinez stand among the other sergeants and lieutenants staring, stunned, at...
A TELEVISION: SCREAMS and panicked voices ring out from those ON THE BEACH now as INDISTINCT FIGURES appear from under the waves. PEOPLE RACE AWAY, plodding along the sand in hopeless flight as these FIGURES charge into the crowd... GUNSHOTS ring out, police shooting at the INDISTINCT FIGURES that appear, then disappear in the EVER-THICKENING SMOKE. MOVE IN ON NANTZ, staring at the TV as... The news cameraman RUNS away now, the PICTURE being transmitted growing shaky, indistinct, frenzied as... A DARK FIGURE appears, overruns the cameraman as... The NEWS CAMERA suddenly cuts to BLACK. In black, all we hear is SCREAMS echoing from the beach.

21: EXT. CAMP PENDLETON AIR FIELD - MINUTES LATER
All activity has doubled, a frantic energy now. TRUCKS race along the perimeter of the air field, massive CH-46 HELICOPTERS TAKE OFF loaded with MARINE UNITS... The 1st platoon stands together, Lt. Martinez addressing them as ANOTHER CH-46 HELICOPTER is landing nearby.
The CH-46 helicopters TOUCHES DOWN now, its massive,, bay door opening for them. Martinez barks:
The platoon grabs gear, runs for the helicopter, climbing aboard. Nantz hurries them along, grabbing packs, throwing them on after the marines. Then he grabs Correggio's pack, about to throw the pack on... Correggio grabs it back from Nantz. Nantz turns, faces off with Correggio.
Correggio jumps into the chopper.

22: INT. CH-46 TRANSPORT HELICOPTER - LATER
IN FLIGHT. The marines, helmets on, packs between their knees, sit facing each other. The sound of the CH-46's massive rotors is deafening. Some shout over the din, too nervous to remain quiet.
Correggio looks down at his hand... Sees the GIRL'S PHONE NUMBER written on it. ACROSS THE DECK, Martinez huddles with Nantz, MAP in hand.
Nantz nods. They're flying into the unknown and Martinez seems as nervous as the younger men. Kerns leans in to Nantz, desperately needing reassurance.
Nantz just stares out, stone-faced.

23: INT. CH-46 TRANSPORT HELICOPTER - LATER
The marines are glued to the windows, shocked by what they're seeing as the chopper BANKS toward Venice/Santa Monica: FIRES raging from various explosions. In the distance, MASSIVE LINES of TRAFFIC moving away from the ocean. The STREETS bordering the beach look deserted  Except for the BODIES dotting the landscape. Nantz looks at Martinez, who is hunched over, scribbling a LETTER. Martinez folds it, then writes the name ANNA on it. We realize it's a letter in the event of his death. Martinez stares at the letter. Then carefully tucks it away.

24: EXT. SANTA MONICA AIRPORT/FORWARD OPERATING BASE - LATER
The airport is being quickly transformed into a military base: MILITARY VEHICLES line the runway, more being driven from a nearby CARGO PLANE. The CH-46 LANDS. The platoon JUMPS OUT, squad leaders forming the men up as... Nantz and Martinez salute a CAPTAIN heading to them as F-18 JETS take off, screaming overhead.
He points out LINCOLN BOULEVARD on a MAP, the OCEAN close by.
Martinez blanches.
He points to the MAP, to streets running from Lincoln Blvd.
Another CHOPPER is LANDING. Nantz yells over the sound:
The captain, hurrying to the next chopper, yells back:

25: EXT. STREET - LATER
Nantz and Martinez are double-timing with the 1st squad (Cpl. Grayston, Correggio and Kerns, Stavrou and Harris, Imlay and Lenihan, Mottola and Guerrero, Simmons and Adukwu). As they approach Lincoln, they slow, eyes widening. REVERSE to see what they're staring at: LINCOLN BOULEVARD. Being fortified into a defensive line. MARINES are setting up sand-bagged MACHINE GUN NESTS in a parking lot fronting a nail shop and a China Express. Other MARINES hunker behind barricades in front of a Goodyear Tire Store, firing MORTARS toward the ocean. RUBBLE. BURNING BUILDINGS. Smashed-in storefronts. Cars CRASHED at intersections, the echoing WAIL of CAR ALARMS. Pockets of CIVILIANS are being waved forward by MARINES. A LITTLE GIRL with a Smurf backpack is rushed across Lincoln.
Martinez turns, rallies the squad, most of whom look shocked.
A COBRA ATTACK HELICOPTER screams overhead, firing into the distance. Martinez turns to Nantz, shouting over the din:

26: EXT. 10TH STREET - LATER
Nantz and Martinez lead the squad FROM LINCOLN onto 10th St. Various STRUCTURE FIRES are visible in the distance. The squad passes a FIRE TRUCK crashed against a fence, engine idling. FIREMEN lie near their hose lines, dead. Suddenly... BOOM! BOOM! BOOM! Deep, deafening sounds exploding in the distance. The ground SHAKES from massive AFTERSHOCKS. Billowing SMOKE rumbles from the west. Ash rains,down, the sky turns black. The squad hunkers down, panicked looks exchanged.
The aftershocks fade. Ominous quiet again. The squad continues DOWN THE STREET.
THICK SMOKE hangs in the air. The lack of visibility is clearly adding to the marines' fright. Numerous SHAPES become visible in the smoke. As the squad approaches slowly, the shapes become clear... BODIES splayed in the street.
Nantz points his rifle into a CRASHED PICKUP TRUCK. A BODY is slumped beneath the wheel. Simmons comes up behind Nantz. Peers into the truck: Sections of the BODY appear almost dissolved by a white phosphorous-like substance.
A SHAPE is moving to them through the smoke. The marines aim, about to fire just as the smoke clears... A DOG. Standing there, staring mournfully at them. Nervous chuckles now. Correggio sidles up to Kerns.
Kerns just shoots him a look. The squad moves on. As they approach a SIDE STREET that intersects 10th... The DOG WHINES. Correggio pets it, trying to comfort it...
But the dog suddenly RACES OFF, disappearing into the smoke. The marines spin, rifles up, growing unnerved...
Then Kerns sees the SMOKE SWIRLING DOWN THE SIDE STREET... As if something is racing through it. Kerns breaks formation, SPRINTS DOWN THE SIDE STREET, FIRING.
Discipline shatters as the squad follows Kerns...
DOWN THE SIDE STREET.
Kerns stops, spinning, looking. for targets, breath ragged, eyes panicked. Correggio races up.
Suddenly, the INDISTINCT FORM of an ALIEN CREATURE appears through the smoke, moving FAST down the side street. Kerns is ready, FIRING. The others react, FIRING as well. The ALIEN FORM is blasted, DROPPING into the smoke.
Everyone stops firing. Nantz gets in Kerns' face.
Suddenly, the SHADOWY ALIEN FORM RISES again, darting off, disappearing into the smoke. The squad stares back, stunned.
Correggio edges to Kerns, who's looking panicky.
Nantz, unnerved himself, stares into the smoke...
Slowly, fading in, we hear what Nantz hears now... A RUMBLING SOUND BEHIND THEM. Building. Nantz spins to it.
But the SOUND of their ADVANCE tells us there's many.
The squad lets loose with a barrage of FIRE as...
TRACER FIRE shoots back at the marines from the smoke. Glimpses of INDISTINCT FIGURES moving fast.
Mottola starts working the radio, trying to remain calm as.'.. PROJECTILES EXPLODE in BRIGHT FLASHES around the marines.
Correggio, frustrated, peers through the smoke.
Martinez stares back at this ominous news as... The MARINES FIRE back into the THICK SMOKE. But the enemy attack keeps INCREASING in ferocity. One PROJECTILE hits a wall above Lenihan. It EXPLODES, some kind of liquid splashing onto him. Lenihan grimaces.
His HELMET is being eaten away by the liquid. Imlay is immediately at Lenihan's side, pulling the helmet off. Lenihan's skin is blistering, oozing.
The squad hunkers down, trying to find any cover-available  behind cars, trees. Martinez drops BEHIND A CAR, pulls out his MAP, checking it for escape routes.-
Chaos as ENEMY TRACER FIRE increases, exploding around them. Martinez looks desperate, forced to FLEE FROM COVER by the alien fire.
He leads them further down the side street.
The squad follows Martinez, retreating...
INTO A 'WALK' STREET. JUST A SIDEWALK separates the houses opposite each other. A moment. SILENCE. Nantz looks at the heavy FOLIAGE, dense SHRUBS and TREES on both sides. He knows:
Nantz slings his COMBAT SHOTGUN forward.
On Nantz' order, the SQUAD OPENS FIRE just as... ALIEN FIRE EXPLODES from the THICK COVER of bushes and trees. Nantz leads the brutal counterattack, PUMPING and FIRING his combat SHOTGUN. Martinez is shouting orders, directing the men as...
Kerns backs against a fence, overwhelmed by the chaos. ; He aims, shoots. Then he freezes. Correggio steps in front of Kerns, firing to protect him., Lenihan takes a hit from the enemy tracer fire exploding„ around the marines. He's blown back into thick bushes as... THE REST OF THE SQUAD battles fiercely. An alien PROJECTILE slams into Cpl. Grayston'S ARM. The SPRAY OF LIQUID bubbles out from the wound. Then something grabs Grayston through the bushes... Nantz sticks his SHOTGUN into the bushes, fires. BOOM. And Grayston is suddenly free. Nantz drags him into...
THE FRONT YARD OF A HOUSE. The squad follows, Correggio pulling Kerns into the yard.
THEY BACK TOWARD THE HOUSE. Guerrero, Imlay and Simmons lay down an awesome barrage with powerful SAWS (Squad Automatic Weapon), covering.the retreat. Trees and bushes are shredded, houses are splintered. All this mayhem allows the squad to...
BARGE THROUGH THE FRONT DOOR OF THE HOUSE. Pandemonium. The marines are sweaty, bleeding, scared.
The marines take up firing positions at windows and doors.
CORREGGIO EYES KERNS.
Kerns stares back, deer in the headlights. He nods. ADUKWU IS WRAPPING GRAYSTON'S ARM as Grayston fumbles for a CIGARETTE. Adukwu lights it for him.
Adukwu smiles. Grayston stares at his arm, ironically:
Nantz moves to Martinez, who is staring down at the wounded Grayston and Guerrero.
Martinez turns, stares at Nantz.
Beat. Martinez nods.
Nantz nods, turns to Mottola.
As Mottola works the radio, he's startled to see Guerrero, who has been SLASHED across both eyes.
Mottola, horrified, steadies his voice.
A slight beat. Then...
Everyone stops, stares.

27: EXT. BACK YARD OF DIFFERENT HOUSE - SAME
Lenihan, pressing a hand into his side, BLOOD oozing between his fingers, peers INTO THE BACK YARD at... A SWIMMING POOL, its water gently lapping. A GARAGE nearby. Lenihan, startled by the SOUND of ALIENS RUNNING in the alley behind the house, takes cover BY THE GARAGE. He struggles to remain calm. Then the sound FADES. He waits. Silence. Lenihan starts to edge,out as... A BANG rings out on the far side of the garage. Lenihan spins back behind cover, eyes desperately searching.

28: INT. HOUSE - SAME
Nantz shoulders his M-16. Martinez eyes him.
The two quickly step to Nantz.
As Nantz turns, Mottola slaps Imlay in the helmet.

29: INT. BACK YARD OF DIFFERENT HOUSE
Lenihan creeps around the garage, spies a SIDE DOOR leading into it. He grabs the handle. Mercifully, the door opens.

30: INT. DARK GARAGE - CONTINUOUS
Lenihan falls INTO THE DARK GARAGE. Boxes and old furniture. Just one dirt-stained WINDOW on an opposite wall. Lenihan crouches in the dim light, coughs, spitting up blood. He turns on his radio, says into it:
His RADIO buzzes back with Nantz' voice:

31: EXT. ALLEY - SAME
Nantz is MOVING, with Mottola and Imlay. covering.

32: INT. GARAGE - SAME
Lenihan looks across the garage, out of the window...
Just as something BANGS against the garage.
Lenihan stares, his eyes going wide, panicked.
Lenihan CLICKS the radio OFF. Then waits, very still, listening, M-16 held tightly. His breathing turns shallow  from loss of blood and from fear. Lenihan sees the BRANCHES of a bush SWAYING outside the window, as if something just brushed past it.

33: EXT. STREET - SAME
Nantz, Mottola and Imlay moving through the thick smoke... Nantz still trying to raise Lenihan on the radio.
Imlay taps Nantz on the shoulder, motions to his ears. He hears something... The marines freeze, Nantz clicking the radio off as... Nearby, they hear SOUNDS of aliens running... Somewhere...
The marines crouch, weapons up, straining to see through the smoke. They remain stock still. Then... The sound fades into the distance. Nantz looks at the men. Motions. They creep forward as...

34: INT. GARAGE - SAME
Lenihan moves TO THE WINDOW, searching the garage floor, desperate not to step on anything that would make noise. He edges forward to peer through the dirty glass. Then... THUD THUD THUD. More NOISES... On the garage roof now. Lenihan looks up, panicked as... CRASH! The WINDOW suddenly CRASHES IN. Lenihan spins, FIRING wildly, lighting up the garage as... He stumbles to the door, fumbling for the handle, falling...

35: EXT. BACK YARD OF HOUSE - CONTINUOUS
.OUT OF THE GARAGE. Lenihan staggers back, eyes darting along the garage roof, gun aimed. Nothing there. As Lenihan continues backing away, peering through the drifting smoke at the garage, he's unaware that BEHIND him...
A SHADOWY ALIEN FORM IS RISING FROM THE POOL. Lenihan doesn't see it, but he senses it. He turns, FIRES... A SPLASH as the shadowy alien figure is blasted back INTO THE POOL, disappearing under the water. Quickly, nervously, he loads another mag, edging to the pool. He peers over the pool edge... An indiscernible DARK FORM lays on the bottom of the pool. Lenihan is transfixed a moment. Then he raises his rifle to punch more rounds into the thing as... WHOOOM! The creature launches OUT OF THE WATER!
BLISTERING GUNFIRE! As Nantz, Mottola and Imlay burst into the yard. They fire, as does Lenihan. The fusillade of bullets tears the creature up. The marines STOP FIRING as the alien falls to the ground. They stare amazed at the 7 ft. tall ALIEN CORPSE... Rigid skeleton bursting out of its skin, some strange layer of machinery intertwined with its flesh.
Nantz grabs onto Lenihan, noticing his wound.
Imlay slings Lenihan's arm around his shoulder and they're instantly moving, RUNNING FROM THE YARD.

36: EXT. SIDE STREET - MOMENTS LATER
The men meet up with the others. Adukwu and Kerns carrying Grayston on a litter, Simmons holding onto the blinded Guerrero, guiding him.
They head off, Simmons still supporting Guerrero as THWACK! An alien projectile slams INTO SIMMONS' THROAT. Choking, he CRUMPLES to the ground. Guerrero stands, blind, helpless. Panic. The marines spin, searching for targets.
Stavrou hoists Simmons as the marines run off, FIRING to cover their retreat, as... The SILHOUETTES of DARK ALIEN FORMS are visible on distant rooftops, watching the rifle squad disappear down the street.

37: EXT. STREET - LATER
Nantz, Martinez and the rest of the squad hustle silently through the street, supporting their wounded. They take cover behind cars, peering out to see... The PARK in the distance. A wide open FIELD with a COMMUNITY CENTER BUILDING on the far side. There are distant sounds of warfare, but the area here seems strangely quiet. Then, out of the smoke, an IMAGE APPEARS... Something MOVING
AT THEM... The marines all shift, aim forward, about to blast away as... FOUR MARINES come into view, moving ghost-like. Nantz signals with his flashlight. The marines hurry over, silently falling behind the cars.
The news hits Martinez hard. He eyes Nantz.
And the squad moves out...

38: EXT. PARK - MOMENTS LATER
A large FIELD stretches from the street to a squat BUILDING, the COMMUNITY CENTER. The specter of LIGHTS is thrown onto the field, an other worldly effect until we realize the lights are coming from...
A MEDEVAC HELICOPTER Descending steadily, its thundering rotors whipping the air..
Martinez, Nantz and Harris run to the community center as... The WOUNDED are hustled to the CHOPPER as it TOUCHES DOWN.

39: INT. LOBBY OF COMMUNITY CENTER - CONTINUOUS
The marines burst in, looking around. To the right, a GYM. To the left, a HALLWAY with numerous side rooms off of it.
A clattering. The marines immediately move toward it, peering down the dark hall...
Then the DOOR to a side room OPENS to reveal... A WOMAN, MICHELE, 28, staring out, looking shell-shocked.
A MAN, JOE RINCON, 45, jacket and tie, behind her.
Nantz is immediately moving.
He pushes past the adults, sees TWO GIRLS AND A BOY, 8-10.

40: EXT. ATHLETIC FIELD
The marines run up to the chopper with the wounded. INSIDE THE MEDEVAC they see WOUNDED laid across the helicopter's cabin. A CREWMAN in the medevac yells over the din:
A beat. The crewman relents in the face of Stavrou's impressive bulk, tries to make room. Imlay and Stavrou get Simmons and Grayston on. Mottola helps Guerrero in, squeezing his hand.
Lenihan crawls onto the chopper's deck with Imlay's help.
Imlay bumps fists with Lenihan, backs away as...

41: EXT. COMMUNITY CENTER - CONTINUOUS
Nantz runs out with the BOY. Followed by Martinez and Harris, hustling the two GIRLS out.
Stavrou tries to hold the chopper, screaming at it as...
THE MEDEVAC RISES. Nantz, Martinez and Harris run to the chopper with the kids. The marines around the medevac are screaming up at it, trying to hold it, but to no avail. The CHOPPER GAINS ALTITUDE as suddenly... BOOM! A SHOCK WAVE OF ENERGY FIRES from the west as... The MEDEVAC takes a DIRECT HIT. The devastating energy wave blasts it END-OVER-END... The massive helicopter CRASHES INTO A HOUSE blocks away, exploding, as... Nantz turns ominously as an unearthly BUZZING SOUND FADES IN. LIGHTS are ADVANCING from a street leading to the field. As the SOUND and LIGHTS BUILD, Nantz runs to the other marines to get them off that field. He pulls on them, urging them to the COMMUNITY CENTER doors. They REACH THE COMMUNITY CENTER, fall into it just as... Glowing through the heavy cover of smoke... The STROBING LIGHTS of some strange ALIEN AIRCRAFT zooming overhead.
Speeding toward Lincoln. FIRING PULSING WAVES OF ENERGY, lighting up the distant sky.

42: INT. COMMUNITY CENTER LOBBY - CONTINUOUS
The marines and civilians fall into the large entryway. The marines are breathing hard, looking stunned.
Martinez eyes Nantz on this. Then barks orders:
The dazed marines begin COVERING doors and hallways. We see in their FACES that it's a very different fight now. Nantz turns, can see the MEDEVAC ABLAZE out a window. His solemn stare hints at a growing desperation. Martinez steps up to him, looks out. Quietly:
Nantz just keeps staring out.
Nantz turns on Martinez now.
Nantz walks off.

43: INT. COMMUNITY CENTER LOBBY - MINUTES LATER
Marines on post, watching various windows and doors. Imlay kneels by the kids, who look devastated by the day's events. Imlay wets a rag with water from his canteen, wiping the dust and dirt from the kids' faces. The younger girl, KIRSTEN, 8, begins crying. She suddenly hugs Imlay. Imlay, startled by this, looks uncomfortable at first. Then hugs the little girl back, smiling at the older.girl, ANY, 10, Kirsten's sister.
A beat. Then Imlay smiles.
The woman, Michele McDermott, is clearly rattled, struggling for composure, eyes constantly moving to the kids. Mr. Rincon, a calm, watchful air about him, stands with his son, HECTOR, the kid who Nantz had carried to the chopper.
Martinez is at a loss for words.
Harris appears from the hallway.

44: EXT. COMMUNITY CENTER / BACK DOOR - MOMENTS LATER
The door opens. Nantz and Martinez edge out with Harris. As they peer into the smoke drifting past the building, an IMAGE becomes clear... An ALIEN BODY. On the ground nearby. Ripped by bullets. They step to it cautiously, realizing... IT'S NOT QUITE DEAD! The alien MOVES, turning as if to stare back at them. Without a word, Nantz lifts his rifle, shoots it in the head.

45: INT. COMMUNITY CENTER LOBBY - SAME
Hector sits with Kirsten and Amy, digging candy Nerds out of his backpack. He turns to the other kids, holding the box out. Both kids reflexively accept handfuls of candy.
Then Hector notices Imlay standing nearby.
Imlay holds his hand out. Hector shakes candy into it as... Nantz enters, calling to Adukwu:
Adukwu is immediately up, moving to Nantz.
Michele overhears, offering:
Nantz has forgotten her name. She smiles.
Mottola walks up.
Off Nantz' look...

46: EXT. COMMUNITY CENTER ROOFTOP
Kerns, Correggio and TWO 2nd SQUAD MARINES are on watch, peering down to the street from opposite sides of the roof. All on edge, exhausted, dirty. No one says a word. Correggio eyes the other marines. They exchange an 'all- clear' sign. Then Correggio pulls up a radio.
Correggio and Kerns look over the destroyed streets, smoke and flames rising from buildings in the distance, glimpses of white phosphorous raining down. A beat, then...
Kerns looks at Correggio, starts to chuckle at the absurdity of it all. Then Correggio laughs. It's infectious. It's desperate. Then the laughter slows. Stops.
Kerns looks out... The constant thud and crack of warfare... A city crumbling. V

47: INT. SIDE ROOM / COMMUNITY CENTER - LATER
Nantz enters with Michele and Adukwu. Stavrou and Harris are in the room with Martinez. They step aside, revealing... The ALIEN BODY on the floor. Michele stops, stares. She and Adukwu are both taken aback at the sight of one of these things up close.
She looks to Adukwu. They step to the body together as... Nantz approaches Martinez.
Martinez looks at Nantz. Then opens a MAP, pointing to 'Santa Monica Airport' on it.
Beat. Then Nantz nods, turns.
A nod from Nantz on this.

48: EXT. COMMUNITY CENTER ROOFTOP - MINUTES LATER
Correggio and Kerns are surveying the street. Correggio pulls the RADIO up, talks quietly into it:

49: INT. EXT. COMMUNITY CENTER - SAME
Stavrou and Harris peer out an EXTERIOR DOOR as they hear Correggio (V.0.) from the RADIO:
They exchange a quick glance.
They slip outside, running off silently.

50: EXT. COMMUNITY CENTER ROOFTOP - SAME
Correggio and Kerns watch Harris and Stavrou run down the street, covering them with their M-16s.

51: INT. SIDE ROOM - LATER
Adukwu and Michele, scalpels in hand, hover over the alien body. Its thick leathery skin has been sliced open. Martinez and Nantz observe, Imlay on post nearby.
Martinez smiles.
He pulls tissue aside, revealing where the alien's 'gun' is attached to its arm.
Adukwu examines a VENTED CAP just to the right of where the alien's 'heart' would be. Thick, fleshy veins run from it.
Nantz looks over at Imlay.
Adukwu twists the cap. It comes free, revealing... A GELATINOUS ORGAN. Slimy, viscous fluid seeping from it.. Everyone steps back, reacting to the putrid smell.
Everyone steps back except Michele, that is. Unfazed, she takes her scalpel, makes an INCISION across the organ.

52: EXT. STREET - SAME
Stavrou forces the door of a METRO BUS open, climbs INTO THE BUS, ducking below the steering wheel as... Harris covers, staring off to the FAR STREET. Tree branches there cast LONG SHADOWS which sway with the breeze. Then... The indistinct FORM of an ALIEN scout appears in the shadows.
Stavrou doesn't look up. Just works diligently.

53: EXT. ROOF - SAME
Correggio and Kerns remain still, peering into the distance.
Correggio pulls BINOCULARS... POV THROUGH BINOCULARS: A SIDE STREET, TREES overhanging it.
Movement. ALIEN SHAPES massing on the side street. Appearing and disappearing through the smoke and trees. Then the POV THROUGH BINOCULARS PANS to pick-up... The BUS. Nearby. In the path of the alien movement. Correggio grabs the RADIO. Says:
Suddenly, a loud BANG rings out below them.
They exchange glances with the other marines across the roof. All four move quickly, converging on one side of the building, look down the side of it... An EXTERIOR DOOR leading into the center is BROKEN OPEN.

54: INT. COMMUNITY CENTER SIDE ROOM - SAME
Michele finishes her incision, carefully PEELS A SECTION OF
THE ORGAN BACK. Something vaguely METALLIC is revealed within it. As Michele touches her scalpel to it, it SPARKS. Then starts rhythmically GLOWING.
Suddenly, the ORGAN CONVULSES rapidly. Expanding, contracting. Nantz sees the ALIEN'S GUN VIBRATING now, the whole arm TWITCHING, spreading through the alien's body like a seizure.
Nantz pulls his KA-BAR FIGHTING KNIFE, thrusting it DEEP INTO THE ORGAN, twisting viciously.
The organ stops vibrating. The glow fades. The body slumps.
Mottola appears in the room, a sense of controlled panic.

55: INT. HALLWAY / COMMUNITY CENTER - SECONDS LATER
The marines step from the side room with Michele. They peer up and down the dark hallway, listening... OTHER DOORS along the hall take on an ominous presence now.

56: INT. / EXT. BUS - SAME
Stavrou, still beneath the wheel. Harris, eyes on the street as the RADIO crackles with Correggio's VOICE:
Stavrou hops into the driver's seat, tries to start the bus. It doesn't turn over. Harris and Stavrou exchange a quick glance. Stavrou drops below the wheel again...

57: INT. LOBBY - CONTINUOUS
More ominous BANGS ring out from down the long hallway, BUILDING in intensity. Nantz stands, staring DOWN THE DARK HALL with his M-16, surprised as Martinez steps up next to him.
Martinez slams a grenade into his launcher now.
Mottola is on the radio, frantic:

58: INT. BUS - SAME
Stavrou is still underneath the wheel. Harris looks out to see ALIENS rounding the corner in the distance.

59: INT. COMMUNITY CENTER LOBBY - SAME
CRACK! Down the hall, the sound of a door splintering...
Martinez looks INTO THE GYM, sees the kids staring back.
Imlay swings the GYM DOOR OPEN, moving the civilians out.
IN THE LOBBY Nantz and Martinez stand together, aiming at the hall as... A final BANG... We hear a door being BURST OPEN.
Nantz, in the front, exchanges a glance with Martinez at the ominous sight of... A PLUME OF BLACK SMOKE rising in the distance.
THEY SPIN ONTO LINCOLN BOULEVARD. Screech to a halt at the obstacle course of BATTLE WRECKAGE strewn across the street. Noxious BLACK SMOKE is rising from BURNING HUMVEES and TRUCKS. Smoking CRATERS pothole the street.
Stavrou lays on the gas, speeding away as, in the back, the other marines stare out. Mottola peers into the sky...'

60: EXT. BUS (MOVING) - SIDE STREETS, SANTA MONICA
The bus snakes through jammed streets, abandoned cars, bombed out buildings.

61: INT. BUS -SAME
Martinez is in the front with Stavrou, Nantz in the middle of the bus, hovering near the civilians sitting on the floor. Rincon holds Hector, Michele with her arms around both girls. Marines on the seats above, weapons ready. Nantz hears Imlay whispering to Harris:
Imlay is stone silent.
Then Nantz looks up, meeting eyes with Martinez as... A NOISE in the distance now. A low VIBRATION, building. Nantz moves to Martinez. They peer out of the front. LIGHTS fill the sky, heading east. As they approach... The VIBRATION gets louder and louder, shaking the bus now.
The men pull their guns in from the windows, crouching as low as possible, straining to see, hear... The vibrations grow louder, LOUDER! Suddenly... WHOOSH! An ALIEN AIRCRAFT rips overhead. Then another, and another, and another... All heading east. The image of their speed, their power, their other- worldliness is overwhelming, devastating. Nantz stares, relief flooding his face, as the armada flies on. Leaving them behind. Until... Suddenly, Mottola's RADIO BLARES!
As the transmission rings out, Nantz looks up to see... One ALIEN SHIP split from the armada, TURN BACK TO THE BUS.
The children scream, marines agitated... all hear a low vibration, echoing off buildings, heading their way.
Mottola turns off the radio. The alien aircraft STOPS. Hovers a moment.
Everyone stares silently, tensely. Then... A single BEAM OF LIGHT suddenly shines from the alien craft. Then the alien aircraft MOVES FORWARD again. Slowly. But still heading their way.
Nantz grabs a PORTABLE RADIO. He looks around the bus, sees the little girl, Kirsten, ponytail in her hair. He leans down to her.
She stares, wide-eyed, at this fearsome, sweating marine.
Nantz nods. She pulls the PONY TAIL HOLDER from her hair, hands it to Nantz. He smiles. Briefly. Heads to the front.
BUT NANTZ IS OUT OF THE BUS.

62: EXT. STREET - CONTINUOUS
Nantz runs down the street with the radio under his arm. Heading toward a GAS STATION. Nantz glances back, sees... The ALIEN AIRCRAFT SEARCHING the street below, getting closer and closer to the bus as...

63: INT. BUS (STOPPED) - CONTINUOUS
Amy and Kirsten pressed under seats, Michele covering them up... Hector closing his eyes in his dad's arms... The marines duck low, gripping their weapons. They hear the aircraft coming closer, almost above them. LIGHT starts shining through the windows as...

64: EXT. STREET - CONTINUOUS
Nantz, almost to the gas station, wraps the pony tail holder around the radio, looks back to see. The ALIEN AIRCRAFT STOP, HOVERING OVER THE BUS! Shining lights into it, scanning, scanning...

65: INT. BUS - CONTINUOUS
Hector's eyes widen, staring up at the light. Michele pulls the girls in closer, trying to calm them, herself.
Everyone freezes as the BEAM reflects off the walls, filling the space with a horrible bright light, exposing them as...

66: EXT. STREET BY GAS STATION - CONTINUOUS
Nantz presses the "Push to Talk" button on the radio as... The alien craft suddenly TURNS in NANTZ' DIRECTION. Nantz wraps the pony tail holder around the radio, keeping the button on it depressed so it's SENDING A CONSTANT SIGNAL. He slides the radio toward one of the GAS PUMPS... Keeps moving, diving BEHIND A VAN across the street. Nantz peers around it, sees... The alien aircraft HEADING FOR THE GAS STATION, descending. Nantz slams a grenade into the launcher on his M-16. The alien aircraft zooms at the gas pumps, its unearthly hum growing louder and louder as...
NANTZ FIRES THE GRENADE. The GAS PUMP EXPLODES! A MASSIVE FIREBALL HITS THE ALIEN
CRAFT! Nantz flattens himself to the street as... The ALIEN AIRCRAFT, trailing smoke and flames, thunders out of control RIGHT OVER HIM... Then CRASHES into a building... BLOWING APART!

67: INT. BUS (STOPPED) - CONTINUOUS
Marines ducking, civilians screaming as... DEBRIS from the alien ship BLOWS OVER THE BUS, burning pieces falling to the ground...

68: EXT. STREET - CONTINUOUS
Nantz runs out from behind the van, checks the remains of the burning alien aircraft, rifle raised. NO ALIEN inside. The ship is a DRONE. Nantz takes this in, then starts back for the bus.

69: INT. BUS (STOPPED) - SAME
Nantz runs back onto the bus as Stavrou pulls swiftly away.
Martinez pulls his map out, eyes Nantz.
Nantz tries to shrug it away. But Martinez nails him.
Beat. Nantz nods.
Nearby, Imlay whispers to Mottola:
Martinez looks up from the map, turns to Stavrou.

70: EXT. STREET BY FREEWAY - MINUTES LATER
The bus bangs past a few stalled cars, cruising up a ramp, onto the freeway.

71: INT. BUS (MOVING) - 10 FREEWAY - SAME
Martinez and Nantz crouch near the front, keeping watch. From this elevated vantage point on the freeway, the big picture emerges IN THE DISTANCE: The BATTLE FRONT is moving east... A DEFENSIVE LINE of TANKS is visible, blasting away at aliens. SWARMS of DRONE AIRCRAFT engage F-18 JETS flying at them.
The bus drives onto the shoulder, past the sea of abandoned cars, heading to the off-ramp. Nantz appears uneasy. They are exposed on this freeway and he doesn't like it. He MOVES TO THE BACK, peering out windows, checking angles. Michele looks up as he passes, sees a GASH on Nantz' head.
Nantz touches his head, looks at the blood. He wipes it on his pants. Michele smiles at him softly.
Stavrou guns the BUS BACKWARDS, knocking abandoned cars out of the way...
A projectile EXPLODES next to the bus! Sending CARS FLYING! SHRAPNEL TEARS A GIANT HOLE through the side of the bus. TWO 2nd SQUAD MARINES are instantly killed, blown clear out of the hole. Civilians screaming... Stavrou hits the gas, BACKING THE BUS UP the best he can. An ILLUMINATION heading toward them... BOOM! Another projectile DESTROYS AN OVERPASS behind the bus! Trapped. And ALIENS are STREAMING AT THEM in the distance. Stavrou works the shift, grinding gears, gunning the bus... BEHIND A CONCRETE DIVIDER close by the COLLAPSED OFF-RAMP. The off-ramp now dangles precariously: a 15-foot cliff-face of missile-scarred concrete and re-bar. Martinez looks over to Nantz, not sure what to do...
Stavrou starts off the bus for the broken off-ramp.
Imlay joins Harris, SMASHING THE SKYLIGHT out of the bus roof, CLIMBING OUT, taking position on the bus' roof. The rest of the marines EXIT THE BUS. Nantz grabs Adukwu.
Adukwu nods. Nantz starts off the bus.
Nantz turns back to Hector. Manages a smile.
And Nantz is off the bus.

72: EXT. BUS ROOF
Imlay and Harris, prone, propped on their elbows, Imlay scanning through binoculars, sees... 30-40 ALIEN FIGHTERS coming their way.

73: EXT. 10 FREEWAY - SAME
Nantz stands with Martinez at the concrete barrier. Nantz' scans the marines' positions.
Just a low CLATTERING now, the battle-rattle of Nantz and his men fixing BAYONETS to their rifles. Nantz-yells out:
Sporadic FIRE now, as the marines fire on the advancing aliens, still at a distance.

74: EXT. OFF-RAMP - 10 FREEWAY
Stavrou descends down the collapsed off-ramp, negotiating the fractured, angled slab of roadway. Kerns covers him above, from the freeway. Stavrou hits the ground, securing the area. He looks up at Kerns and gives him the "All Clear" sign. Kerns takes off...

75: INT. / EXT. BUS - 10 FREEWAY
Adukwu stands in.the bus, looking out to see Kerns running back to them, signalling. Adukwu turns to the civilians crowded behind him.
Amy and Kirsten, terrified, look up at Michele. She hurries the girls to the door of the bus as Kern runs up.
Adukwu picks up Amy. Kerns picks up Kirsten.
An alien round flies through the bus, shattering the back window! The girls scream. Kerns and Adukwu race away, running with the girls... Rincon grabs Hector. He and Michele follow...
RUNNING ACROSS THE FREEWAY... To the off-ramp. It seems like a long way off. They run past Correggio, rocking a SAW full auto. The FIRE is deafening.
Rincon and Michele, breathing ragged, feet pounding, look up... They're getting closer and closer to the off-ramp as... Alien rounds blow chunks of concrete off the roadway... UP AHEAD, Kerns and Adukwu rush the girls to the EDGE OF THE RAMP, hurrying to get them down as... Rincon and Michele REACH THE OFF-RAMP now. Kerns grabs Hector, HELPING HIM ANGLE DOWN THE OFF-RAMP, getting the boy safely handed down to awaiting Stavrou as...
ON THE FREEWAY
BANG! MOTTOLA TAKES A ROUND TO THE SIDE. Rincon spins, sees the marine drop, SCREAMING. Rincon looks back at Adukwu, who is busy getting Michele down the off-ramp now. Then Rincon looks back to the freeway, sees Mottola writhing in agony. Rincon runs to Mottola, kneeling next to him. Mottola looks up at Rincon, fear in his eyes.
Rincon starts to PULL Mottola TOWARD THE OFF-RAMP... Struggling to get him to safety. Mottola's body starts to convulse. Rincon stops, tries to control him. Sees Mottola's eyes rolling back in his head. Then Rincon is horrified when he looks up to see... ALIENS RACING FORWARD... Heading his way! Moving in and out of the sea of abandoned cars. Rincon redoubles his efforts, pulling on the injured Mottola. As he does, he looks back up to see... The ALIENS ARE ALMOST ON TOP OF HIM now as... BANG! The first alien is shot by... Nantz, suddenly there, M-16 poised. Rincon looks from Nantz to... MORE ALIENS coming at them! No choice  Rincon PICKS UP the injured Mottola's RIFLE. Scared, but resolute. He looks at Nantz.
The slightest beat, then...
Rincon holds the M-16 against his shoulder, aiming.
Rincon sights down the barrel of his rifle at ONE ALIEN in the distance. He squeezes the trigger...
BY THE FREEWAY OFF-RAMP Adukwu sees Rincon and the wounded Mottola now. He runs to them, incoming rounds WHIZZ by as...
Adukwu bends over Mottola, seeing that he's dead. Adukwu closes Mottola's eyes as... An ALIEN APPEARS from behind a car, AIMING STRAIGHT AT ADUKWU. It is about to FIRE as... BAM! BAM! BAM! Rincon FIRES, blowing the alien away. Adukwu looks up, realizing Rincon just saved him. He,meets eyes with Rincon, who stares back, stunned a moment by his own actions. Adukwu immediately shouts a. warning.:
Rincon snaps back, turns to fire... A moment too late as... THUMP! Rincon is HIT. He falls. Adukwu grabs Rincon, sees the pain and fear in the civilian's eyes. Adukwu rips open packages of QuickClot, begins spreading the fast-clotting powder on Rincon's wounds as...,

76: EXT. BUS ROOF
Harris and Imlay firing... From this height, they can see the full expanse of freeway: More WAVES OF ALIENS coming, using abandoned cars as cover...
BY THE BUS / ON FREEWAY Nantz and Martinez exchange a desperate glance on this. Then Nantz. looks around, assessing the situation.
Martinez pops two canisters off, hands them to Nantz.
Nantz turns, sees Correggio. Then he turns the other way, sees Kerns.
A slight smile from Kerns on this as he follows Nantz... Who sprints low, scurrying between cars... 10... 20... 30 yards closer to the enemy. Nantz and Kerns arrive at a large SUV. Kerns ducks low, covering Nantz. Nantz crouches, opens the gas tank... Unscrews the fuse from the smoke grenade body, tossing the canister aside... pulls the pin... flips the 'spoon' off...
Nantz holds the fuse over the open gas cap.
Nantz drops the fuse into the gas tank. They go RUNNING BACK TOWARD THE BUS as... B0000M! The SUV EXPLODES in a ball of flames! Nantz and Kerns dive BEHIND ANOTHER VEHICLE, Kerns crouching, laying cover fire. Nantz pulls a fuse.
Nantz drops the fuse, they run... The CAR EXPLODES in flames! Nantz runs to ANOTHER CAR, making sure Kerns is with him.

77: EXT. BUS ROOF
Harris and Imlay see what Nantz is doing...
He's creating a WALL OF FLAME... Funneling the enemy into one NARROW CORRIDOR! Forcing them through the OPENING between the CARS ON FIRE...
The first alien appears THROUGH THE BURNING CORRIDOR. Imlay blows it away! Harris blows away the next... It's working!;.

78: EXT. FREEWAY BY BUS
Nantz and Kerns fall back BEHIND THE BUS, next to Martinez, Correggio and a 2nd squad marine. Along with Harris and Imlay on the bus roof, they are the only ones left holding the aliens off. All FIRE forward as... More and more aliens begin pouring through, braving the flames... Into the line of fire... Many aliens go down. But because of their sheer numbers, few start to make it through, FIRING BACK at the marines. Martinez sees the 2nd SQUAD MARINE go down in front of him. Martinez rushes to his side... HE'S DEAD. Martinez rises to shoot and...THWUMMP. Martinez is hit. He looks down, blood running over his belt. Shock on his face. He's been shot in the stomach. Martinez looks around... The remaining aliens now only cars apart from them. Two forces taking cover behind spraying glass and punctured metal, firing directly into the faces of their enemy. Martinez pulls himself together, struggling over to Nantz.
Nantz looks at Martinez about to say something. Sees the blood draining from his stomach, down his legs. Nantz grabs Martinez, pulling him up.
He pushes Nantz away, looks around, the chaos slowing down for him. He reaches into his vest... Martinez hands the LETTER we saw earlier to Nantz. A moment between them. Nantz nods, then spins, moving, yelling to the men.
Nantz runs toward the edge of the destroyed off-ramp, laying cover as the men head down. Harris and Imlay slide down off the roof of the bus, joining the others running to the off-ramp. Correggio sees... MARTINEZ STAYING BEHIND, shooting at the aliens, drawing their fire.
All the men climb DOWN THE OFF-RAMP. Nantz turns to go back to get the Lieutenant himself, sees... Martinez hauling himself toward the rear of the bus.

79: EXT. BUS
Martinez, behind the back of the bus, struggles to breath, still drawing fire. Grabs his radio.
Aliens converge toward the back of the bus. Ten... Fifteen... Twenty ALIENS heading for the signal... Heading for Martinez.
He turns, sees Nantz coming back for him... Martinez pulls a smoke canister from his vest... Holds it up for Nantz to see... Then unscrews the fuse, pops open the gas cap of the bus...
ALIENS CLOSE IN ON MARTINEZ... Nantz turns, dives for cover as... Martinez drops the fuse into the gas tank... A flash of fear across his face as... Aliens are on him as...
KABOOOOOOOOOOOOM! THE BUS EXPLODES IN FLAMES! Massive fire ball shooting 300 feet into the sky'! Nantz raises his head, debris raining down, sees...
ALL THE ALIENS DEAD. His eyes wide at Martinez's sacrifice, the burden now on him, he's in charge of the men, the civilians... Nantz gets to his feet. Runs for the off-ramp.

80: EXT. OFF-RAMP. LOWER STREET - CONTINUOUS
Nantz drops down the destroyed off-ramp... Runs to the marines and civilians BEHIND THE ABANDONED VAN. He sees Adukwu working on Rincon, Hector crying in Michele's arms.
Nantz looks at the men, who stare back, shaken.

81: EXT. STREET - MOMENTS LATER
A frantic dash through the street, rubble and fires all over. Marines carry the kids. HECTOR, in Harris' arms, head swiveling, eyes searching for his dad, sees... Imlay and Adukwu CARRYING rINCON, who appears lifeless.

82: INT. BIG 5 SPORTING GOODS STORE - CONTINUOUS
A dark, empty store. The marines burst in, aiming rifles.
The marines move into position, covering windows and doors. Nantz turns to Michele, huddling with the kids.
Hector suddenly breaks free, rushing forward.as Imlay and Adukwu enter with Rincon, setting him down. Nantz pulls blankets from a nearby rack, covering Rincon. As he does, we see a glimpse of Rincon's BLOOD-SOAKED CLOTHING. He is very pale. Blood flecks his lips. Hector stares into his father's face, eyes filling. Rincon touches Hector's face lightly.
But when Hector looks to Nantz on this, he can't meet the boy's gaze. Hector can see this isn't the truth.
Reluctantly, Hector allows Michele to lead him away.
Rincon turns to Nantz, steel-eyed.
Nantz is silent, at a loss.
ACROSS THE STORE Imlay stares at a CLOCK on the wall, calls out:
NANTZ looks over at this. But his expression is blank. He turns back to Rincon, who's staring straight into him.
A beat.
Nantz looks like he has the weight of the world on him.
Rincon holds out his hand. Nantz takes it, meeting his gaze.
Nantz stares, nods.
Nantz turns to see Harris behind a COUNTER, at a COMPUTER  an INTERNET CONNECTION on its screen. The marines crowd around, reading the ominous HEADLINE... "GLOBAL INVASION   Alien 'Creatures' Attack From Oceans" PICTURES of ALIENS racing through urban streets, swarming over cars stuck in massive lines,of traffic... Underneath these pictures we see CAPTIONS, a litany-of doom: Battle: Tokyo... Battle: Cape Town... Battle: Los Angeles... Then a BUDDY LIST pops up on the screen, an INSTANT MESSAGE: 'baby, is that you?'
Harris quickly types back a response: 'you ok?' The message comes back: no, real scared.' Harris responds: 'where are you?' He hits SEND. But the message doesn't go through. He clicks the mouse. But the computer has frozen. Then 'Internet Connection Lost' pops up on screen. Everyone stares. Harris stands, walks from the computer. Stavrou watches him go as...
ACROSS THE BIG 5 FLOOR HECTOR steps back to his dad's side. Rincon's eyes open slowly. He looks at Hector. Manages a small smile. Reaches out, wipes a tear from his son's face.
Hector throws his arms around his father, hugging him tightly.
Mr. Rincon smiles. His face peaceful. Hector is silent, tears rolling down his face.
The marines back away from the windows into the center of the store, hunkering down with the civilians. Everyone stares at the CLOCK on the wall as it ticks...
Beat. Everyone stares as... The CLOCK ticks to NINE...
AND NOTHING HAPPENS. They wait. Fear grows on everyone's faces.
Adukwu quietly approaches Nantz now, voice low.
Nantz turns, staring off at Hector, sitting by his father. It's all too much...
Nantz takes a deep breath, his mind racing, the world closing in on him. He turns to Michele.
Michele nods. Watches as Nantz slowly walks to Hector. Nantz kneels by the boy.
Hector, sobbing, overwhelmed by grief and fear, looks up at Nantz.
AT. THE FRONT OF THE STORE. Stavrou, eyes on the still street, sees... TWO ALIEN SCOUTS appear. They crouch by a car.
All the marines stiffen, the clatter of rifles being raised. But Nantz, tearing up himself, just stays focused on Hector.
STAVROU LOOKS OUT TO THE STREET MORE ALIENS appear now, moving TOWARD THE STORE.
Nantz lifts Hector. We see Hector's face, stricken, staring back at his father as he's carried off. The other marines gather up Michele and the girls... And everyone is moving silently THROUGH THE STORE as...
AT THE FRONT OF THE STORE CRASH! The plate glass window is SHATTERED as... An ALIEN smashes through it. The alien is very still, peering around. Then it begins to creep forward as... A SECOND ALIEN, then a third, a FOURTH follows, leaping into the store with sinewy power.
AT THE REAR OF THE STORE Nantz peers out a BACK DOOR. It's clear. They MOVE OUT just as... MORE ALIENS leap in. They move in formation THROUGH THE STORE as... THE BACK DOOR silently shuts.

83: EXT. ALLEY - CONTINUOUS
As Nantz and the others slip out of the back...
As the others RACE AWAY down the alley... Stavrou takes his rifle butt, SMASHES the WINDOW of a nearby CAR. Reaches in... Jams the car's gear into.neutral. As the massive Stavrou pushes the car AGAINST THE STORE'S
BACK DOOR... Harris pulls his KA-BAR FIGHTING KNIFE. Harris.slides UNDER THE CAR... Punctures the GAS TANK. As Harris rolls away from the FLOW OF GASOLINE... Stavrou LIGHTS it. Both men RUN DOWN THE ALLEY.
As... BOOM! The car, blocking the door, goes up in FLAMES.
DOWN THE ALLEY Stavrou and Harris FALL BEHIND A BUILDING with the others. NANTZ, still holding Hector, looks off to a SIDE STREET..He signals to Kerns and Correggio.
The two marines run down the alley to the SIDE STREET. Nantz sets Hector down. Looks the boy in the face.
Michele, arms around Kirsten and Amy, watches Nantz.
Hector nods, still crying. Nantz exchanges a glance with Michele, who moves to Hector, comforting him. Nantz steps away as Kerns and Correggio run up, reporting:
Out of earshot of the civilians, Nantz spins to his men with fiery intensity.
The group jogs silently DOWN THE ALLEY.

84: EXT. STREET - LATER
Nantz leads the group down the residential street, tidy bungalows on either side.
Suddenly, Nantz stops, fist raised. The squad halts as... A SOUND fades in, a deep RUMBLING. The marines FALL BEHIND CARS now, pulling the civilians down with them as the RUMBLING continues to BUILD.
The marines frantically shed their packs, squirming UNDER THE CARS with the civilians, pulling the kids under as...
A GIANT HOST OF ALIENS
Rounds the corner in the distance, THOUSANDS'OF THEM, filling the street from sidewalk to sidewalk. An army on the move. NANTZ DRAGS HECTOR UNDER ONE CAR with him,' pulls the boy in close, gets his legs under the car, under cover, just as... The mass of aliens SWARM PAST, the ground shaking, RUMBLING. The humans HUDDLE UNDER THE CARS, peering out to see the legs and arms of the aliens flying by. Some bound OVER THE CARS, which bounce up and down, BANGING with the aliens' weight. The RUMBLING EBBS as the aliens disappear into the distance.

85: EXT. STREET - LATER
The squad moves in formation, surrounding the civilians. Little Kirsten comes up behind Correggio. He's surprised as she slips her hand into his. Correggio looks down, seeing how scared she is. He smiles, grips her hand tightly. Up ahead, Nantz leads, MAP in hand.
Imlay smiles at Kerns.
But as they approach a CORNER... Nantz stops, exchanges a glance with his corporals.
An ominous beat. The squad moves down the dark street as... ASH FLOATS DOWN here from the sky... Like a beautiful early winter snow...
THEN THEY TURN THE CORNER
We slowly MOVE IN TIGHTER and TIGHTER on Nantz. Until we are CLOSE ON NANTZ' FACE. A REDDISH GLOW is reflected there. Nantz stops, looking horrified. We REVERSE to see... A DEEP BLACK COLUMN OF SMOKE rising into the night sky from NUMEROUS FIRES that rage within the fence line of...
SANTA MONICA AIRPORT. As they approach the Forward Operating Base, the devastation is slowly revealed: CRASHED F-18 JETS and COBRA HELICOPTERS line the runways. BODIES and SMOLDERING MARINE VEHICLES litter the airfield.
Michele MEETS EYES WITH NANTZ. His look tells us everything
THEY'RE LOSING THIS WAR. Nantz turns, spies an AIRPORT FIRE STATION by the runways.

86: INT. DESERTED FIRE STATION - MOMENTS LATER
The marines enter cautiously, rifles up. Then they hustle the civilians inside when it appears safe.
The marines fan out, securing doors, checking windows as... Nantz kneels by Hector, tries to comfort him.
Hector just stares back.
Hector exchanges a glance with Adukwu. Something passes between them... One man died so another could live...
Nantz pulls out a MEDALLION, the CREST of the 2/5 on it.
Hector takes the heavy medallion, looks it over, pointing to the 2/5 MOTTO on it:
Nantz is happy to see a slow smile from Hector now. Harris calls out:
Nantz stands on this, addresses the marines:
Nantz puts a hand on Hector's shoulder.

87: EXT. SANTA MONICA AIRPORT RUNWAY - MINUTES LATER
Black plumes of SMOKE fill the night sky as Nantz and his men head silently toward the bodies of dead marines and aliens. The tarmac is a smoldering WASTELAND: Empty, bombed-out buildings on its outskirts, burning aircraft and vehicles litter the runways. Fires crackle. As they go, the marines rifle the pockets and pouches of their fallen comrades, pulling out any available ammo. IMLAY whispers a low, heartfelt refrain to the dead marines he searches.
He moves on to another fallen marine, searching.
Across the runway, Nantz pulls ammo from the pouch of a dead marine. Then looking up, he sees...
A LAV-25 ARMORED PERSONNEL CARRIER. INTACT. Nantz moves to it. Then turns. A LOW WHISTLE from him and the marines look up. They hustle to Nantz. Everyone gives the LAV an excited once-over.
Imlay grins. Nantz motions to him, starting off.
Nantz points to the CONTROL TOWER, its windows blown out.

88: INT. FIRE STATION - SAME
Kerns has a tub of ice cream, scooping bowls for the kids.
She gazes at the kids, pain and anger washing over her.
She shakes the thought away.
Adukwu smiles. Then his smile fades as he looks around.

89: INT. CONTROL TOWER - MOMENTS LATER
Nantz enters with Imlay. They look around... The WINDOWS have been BLOWN OPEN. The wind rustles papers through the ghostly space, blowing them out into the night.
On one desk, a COMPUTER is flashing a SLIDESHOW: Happy PICTURES of someone's family vacation. From this, high vantage point, they can see for miles... Nantz looks out one end of the control tower, sees all the way to the ocean... Then he turns, looks the other way, dead east... A vista of EXPLOSIONS, spreading-into the distance. ALIEN DRONE AIRCRAFT engage F-18s. One jet is blown up, spiralling to the ground.
Nantz looks out through BINOCULARS: Sees the HOLLYWOOD SIGN ablaze in the hills... Then pans to a mid-city area. Stops when he sees one quadrant of the city, blocks wide, SHIMMERING an INKY BLACK. Some kind of DARK ENERGY WAVE emanating from the ground.
Imlay peers out.
Nantz, panning with the binoculars, sees a CHOPPER TAKING OFF in the distance now. Nantz grabs a MAP on the desk, eyes roaming over it. Then looks back to where he saw the chopper.
He turns to Imlay.
He reassures the young marine with each-word:

90: INT. FIREHOUSE - LATER
The marines, absent Nantz, surround the civilians protectively as they hustle them into the LAV.
CONTROL TOWER - SANTA MONICA AIRPORT - MINUTES LATER Nantz standing alone with a RADIO PACK looking out into the black night, wind blowing through the tower. The LAV WAITS ON THE TARMAC below, engine running. Nantz takes a deep breath. Presses the button on the RADIO.
Nantz turns immediately, hurrying out.

91: EXT. CONTROL TOWER - SECONDS LATER
Nantz runs from the tower and climbs into the LAV.

92: INT. LAV - CONTINUOUS
Nantz sees the civilians and marines crammed together in the back amid gear and guns. He turns to Stavrou behind the wheel.
Stavrou drives, spins away as Nantz climbs...
INTO THE TURRET He mans the M-240 MACHINE GUN. Imlay beside him on the 25MM
BUSHMASTER CHAIN GUN. Headlights off, running dark, Stavrou drives, peering through the THERMAL SIGHT.
STAVROU'S POV THROUGH THERMAL Washed green, the city a war zone, massive destruction.. An ALIEN DRONE winging toward the airport as...

93: EXT. STREET, NEAR SANTA MONICA AIRPORT - LATE NIGHT
The LAV moves fast in total darkness down a car-strewn street. Santa Monica Airport fading behind them, suddenly... BOOOOOOM-! Bright burst of light! And the Control Tower explodes in a ball of fire.

94: INT. LAV - CONTINUOUS
Nantz watches the alien drone fly off into the night.

95: EXT. STREET - LATER - NIGHT
Miles away, the LAV drives through a CITY STREET, surrounded by TALL BUILDINGS, the area a desolate wasteland now.

96: INT. LAV - SAME
Stavrou drives, hands gripping the wheel as he maneuvers carefully through wrecked abandoned cars.
IN THE TURRET Nantz eyes a nervous Imlay.
Imlay nods back. Nantz peers down to...
STAVROU, BEHIND THE WHEEL... Eyes focusing tensely through the thermal sight scope.
THERMAL SIGHT POV Green wash of the city passing by. Tall, empty buildings all around... Suddenly, a big DARK OBJECT in the street! Stavrou SLAMS THE BRAKES. Civilians and marines in the tight passenger compartment are thrown around. Right in front of the LAV... A massive CRATER. The street's impassable.
The LAV backs up, Nantz scanning the sky, gripping the M-240 machine gun, trying to see out into the darkness... Then they TURN A CORNER... And a VIEW BETWEEN TWO TALL BUILDINGS is harrowing... FOUR ALIEN DRONE AIRCRAFT hovering... Then turning. Flying toward them.
Stavrou looks out to see... A HELICOPTER in the distance.
The alien drone ships are winging at them. They are only 200 meters out when...
Imlay OPENS UP on the 25MM BUSHMASTER CHAIN GUN.
The Bushmaster is a rapid-firing CANNON spewing 200 rounds a minute, each capable of destroying a light tank. For once, the aliens are overmatched. The ALIEN SHIPS take HEAVY FIRE from the Bushmaster... One goes down IN FLAMES, the others PEEL OFF, flying behind buildings.
Nantz is scanning the sky, then...
Imlay spins in the turret, picking up... The three remaining ALIEN AIRCRAFT coming back around. The lead alien ship FIRES! A ,CAR EXPLODES next to the LAV. Imlay rocks in the turret.
Imlay targets, fires the Bushmaster... The lead alien ship is HIT, winging out of control INTO A SECOND SHIP. The TWO SHIPS EXPLODE into a building as... The FINAL ALIEN AIRCRAFT dodges the FIREBALL, flying straight at the LAV...
Imlay FIRES a burst. The last aircraft is hit...
It PINWHEELS TO THE GROUND, exploding into FLAMING WRECKAGE which hurtles RIGHT AT THE LAV.
Stavrou pushes it, TRYING TO OUTRUN the burning wreckage... Which is almost on top of the LAV as... Stavrou spins AROUND A CORNER, escaping. The wreckage explodes into a building behind them as... THUMP - THUMP - THUMP! The sound of a UH-1'Medevac ECHOES.
Nantz looks out, sees the CHOPPER LANDING in the street. The LAV screeches up amid the RUBBLE and SMOKE.
The marines rush the civilians OUT OF THE LAV... Nantz and Imlay scrambling out last.
EVERYONE RUNS TO THE CHOPPER. The marines begin loading the civilians in, the old-school CREW CHIEF hopping off to help the kids in.
The chopper powers up, Nantz SCRAMBLES ON with the others.

97: INT. EVAC HELICOPTER - CONTINUOUS
The CHOPPER BEGINS TO LIFT OFF. As it rises, Nantz gazes out at the CITYSCAPE. He sees fires, wreckage everywhere. Then he looks off to see...
THE BLACK DEAD ZONE SHIMMERING NEARBY Nantz watches the HELICOPTER BANK TOWARD THE BLACK ZONE. But as it gets closer... The HELICOPTER DIPS precipitously, suddenly losing altitude. The kids SCREAM. The marines hang on. Nantz sees the PILOT STRUGGLING with the controls. The HELICOPTER'S GAUGES are going crazy. The pilot BANKS HARD AWAY from the area, reversing course. And the helicopter STABILIZES.
Nantz stares at this. Then notices Hector watching. him. He sees the 2/5 MEDALLION clutched tightly in Hector's hand. Sees the words "Retreat Hell." Nantz looks back at the MYSTERIOUS BLACK PATCH of cityscape. Then he turns to the crew chief.
The other marines in Nantz' unit look over, alarmed now.
Nantz looks out. Spies a BUILDING with a FLAT OPEN ROOF. He points to it.
The marines look frightened, confused. They start to pull themselves up. ROPES are dropped from the chopper as it hovers over the building...
The marines start to RAPPEL DOWN, one after another as... Nantz exchanges a glance with Michele.
He smiles at the girls. Then turns, nods at Hector. Puts a hand on his shoulder. A BEAT.
Nantz turns, grabs a ROPE, drops out of the chopper.

98: EXT. BUILDING ROOFTOP - CONTINUOUS
As the chopper hovers, Nantz drops to the roof, hunkers down with the other marines. Nantz watches the evac helicopter fly off to safety. Then he turns to the marines, who stare back hopelessly, clearly at their lowest point.
A beat. Nantz eyes Correggio. It's laid open now.
Nantz looks around now, from marine to marine.
Nantz stares. The tension is palpable.
A BEAT, glances exchanged. THEN ALL THE MARINES RISE AS ONE.
Nantz smiles, nods.

99: EXT. STREET - MOMENTS LATER
The squad is moving in unison, covering all around, approaching the LAV. They jump in.

100: INT. LAV - CONTINUOUS
Stavrou fires it up, drives off as... Nantz eyes the jumble of gear. He grabs his COMBAT SHOTGUN, a portable RADIO, which he makes sure is OFF... Then an olive case marked: GLTD. He stuffs it in his pack.
Nantz looks up to see... ALIEN SOLDIERS appearing on the street now. Nantz goes back to stuffing his pack.
Everyone looks up at this. Then looks out to see... The aliens attacking, FIRING on the LAV as... Stavrou floors it, ALIEN FIRE pinging off the LAV's armor as... SPLAT!!!
STAVROU MOWS THROUGH THE ENEMY LINE. Nantz looks out the back to see some ALIENS STAGGERING AWAY.
As he BACKS UP, mowing back over the remaining aliens... The marines cheer.

101: EXT. STREET - LATER
The LAV cruises slowly. Nantz stares forward. The BLACK DEAD ZONE looms ahead... As they get closer, it seems like the whole area is absent of light. A black hole. Nantz stares out, about to answer when the LAV LURCHES, then lurches again. Stavrou REVS the engine.
The LAV slows. The engine skips. Then the LAV DIES.
Nantz looks around, warily. The streets are quiet, deserted.
The men nod, and move OUT OF THE LAV to...

102: EXT. STREET - CONTINUOUS
Correggio and Kerns on one side of the street, Stavrou and Harris on the other. Imlay with Adukwu. Nantz watches his men move forward, covering each other's advance. Scanning' the buildings, searching for targets... Then Nantz halts them. They crouch together, peering at... The middle of the DEAD ZONE just ahead of them. It is very dark. No lights are visible from any source. The men SWEAT.
Nantz scans the street. The sweat dripping into his eyes.
Nantz points to A SUBWAY ENTRANCE AHEAD.

103: INT. SUBWAY ENTRANCE - MOMENTS LATER
The squad runs to the subway entrance, stopping just inside.
Harris and Adukwu nod. Taking position at the entrance. Nantz motions to the others.
Nantz leads Stavrou, Correggio, Kerns and Imlay down the stopped escalator to the SUBWAY PLATFORM. Nantz stands, gazing around at the empty subway platform. Silent. Spooky. A train is stopped. Doors open. It is dark, the only light bleeding in from the street above. He motions Stavrou to guard against anything coming from above. Then he moves forward with the others. A huge number of BIRDS line the dark cavity above the train tracks, taking cover themselves, roosting quietly. Nantz sees a DOOR in the tunnel wall, heads to it. He pulls his KA-BAR KNIFE out, sticks the blade into the door jam, pops the DOOR OPEN. Nantz turns to Correggio and Kerns.
Nantz and Imlay slip through the doorway.

104: INT. UNDERGROUND SERVICE HALLWAY - CONTINUOUS
Nantz and Imlay stand very still, peering down the long, dark hall, looking for movement. Nantz motions and they move forward silently, guns ready. They turn a corner and stop. It is PITCH BLACK here. Nantz clicks on his flashlight. They move forward. After only a few feet, the FLASHLIGHT DIMS AND DIES. Imlay clicks on his flashlight.
Imlay clicks his flashlight OFF. But now we see... A dim light ahead. Nantz and Imlay creep forward, very slowly. Turn a corner, see... A STRANGE LIGHT at the end of the hallway. THE LIGHT GLOWS fiercely, as if it's shining through the floor. Nantz, silhouetted by the light, signals Imlay to stay put. Nantz steps forward, toward the strange glow of light. As he approaches, he realizes it's coming through... An IRON GRATE in the floor. Nantz moves to the grate, kneels, PEERING DOWN INTO...
A MASSIVE SUBWAY TUNNEL Fifty feet wide, the dim tunnel has been further EXCAVATED. It is a huge CAVERN now, extending off into the distance further than Nantz can see. The huge space is illuminated by MASSES OF ALIEN MACHINERY. An ELECTRIC HUM FILLS THE AIR. Tending the machinery: DOZENS OF ALIENS, bigger than the others. One of the ALIENS TURNS, focusing up, right at Nantz. Nantz spins, runs back into the darkness. Calling to Imlay:
BANG. The iron GRATE FLIES into the air.

105: INT. DIFFERENT PART OF UNDERGROUND SERVICE TUNNEL
Nantz and Imlay, race along in the dark. They hear POUNDING FOOTSTEPS of the alien pursuing him. A glimmer of LIGHT ahead. Along the floor. It is, a DOOR. They burst through a DOOR, into...
A DIM STAIRWELL.
Nantz follows Imlay UP THE STAIRS as... The STAIRWELL DOOR below is SMASHED OPEN. Nantz spins, swinging his shotgun. HE FIRES. BOOM! The blast ILLUMINATES the huge ALIEN, filling the stairwell with its horrible bulk. Nantz backs up the stairs, pumping the shotgun, firing... Each blast ILLUMINATES THE ALIEN in a STROBE EFFECT. The alien moves up the stares. Nantz KEEPS FIRING. The NOISE IS DEAFENING in the enclosed space. Then the SHOTGUN RUNS DRY. And we're left IN DARKNESS. Imlay clicks on his FLASHLIGHT, revealing... The ALIEN at Nantz' feet, its strange "hand" on his boot. Nantz, terrified, aims at the alien, waiting to see if it will move. It doesn't.

106: INT. SUBWAY PLATFORM - MOMENTS LATER
Nantz and Imlay re-enter, running up to join the others. Up the stairs, by street-level, Harris and Adukwu keep watch. Harris motions: "ENEMY TROOPS". Nantz nods. Signals for all the marines to head down the stairs. The marines gather around Nantz. To Harris:
Nantz kneels. He opens his pack, pulls out the radio and the case marked GLTD.
Nantz stares at his men.
The man nod solemnly.
They all laugh softly.
He takes a deep breath, raises the radio, and TRANSMITS:
THE RADIO GOES DEAD. Alien fire EXPLODES now, rocking the station. BOOM! BOOM! BOOM! Nantz and the marines cover their heads as the station starts to come apart, chunks of concrete fall. The walls crack. Dust fills the air. Nantz SCREAMS as a chunk of concrete FALLS ACROSS HIS ANKLE. Then, it's over. All is silent. Nantz, GRIMACING in PAIN, strains to lift the concrete chunk off his ankle. He GROANS. The marines rise. Pale, sweating, Nantz hobbles to his feet. He slings his rifle, and carrying the GLTD, hurries on his bad ankle to the stairs. Nantz looks up. Rubble nearly fills the stairway. There is only a small opening of daylight near the ceiling. The men all unclip their web gear, begin climbing.

107: EXT. DOWNTOWN LOS ANGELES STREET - MOMENTS LATER
A chunk of rubble falls from the pile at the subway entrance, and Nantz emerges, rolling down the pile to the street. The other marines follow, set up a perimeter as..,. Nantz takes cover behind a berm of rubble, DROPPING down, flattening himself to the ground. He sets the GLTD (LASER DESIGNATOR) up on top of the pile. Nantz removes his flack jacket and places it over the laser designator.
Nantz switches on the TARGETING LASER. A RED BEAM OF LIGHT shoots from the designator to a fixed point in the center of the street. Nantz looks up to see... The street fill with ALIEN SOLDIERS rushing out now.
The marines FORM A PERIMETER AROUND THE LASER, OPENING UP on the aliens as... The mass of aliens surges forward like a wave.
Nantz FIRES. An alien goes down. He picks another target and FIRES. The alien staggers, keeps coming. Three more rounds and the alien goes down. But the rest KEEP COMING... closing in...
FOLLOWING THE BEAM OF THE LASER BACK TO NANTZ. Nantz is picking his targets. AIMING, FIRING... Turning, finding targets, reloading, the aliens getting closer... Then his rifle runs dry. NANTZ pulls his sidearm. He aim, FIRES, shooting a closing alien in its 'heart.' It drops. Rounds impact around Nantz as he shoots another alien... Then the next. The next. Then his sidearm is out of bullets as... An EXPLOSION rips near Nantz. Knocking the laser away. Nantz struggles...TO THE LASER. RE-AIMING it as...
MORE ALIENS POUR INTO THE STREET. The marines are pushed into a SMALL CIRCLE around the laser. Fighting nearly back to back.
Kerns is HIT. He is thrown to the ground, but is back up, arm bleeding, firing. An alien RUSHES AT CORREGGIO who spins just in time, FIRING repeatedly until the alien goes down. Stavrou swings his rifle butt, SMASHING another alien. It staggers back. Stavrou puts numerous rounds into it. An alien reaches ADUKWU, knocking him to the ground, about to blast him... Harris runs the alien through with his bayonet, twisting and firing his rifle at the same time. The alien falls. The marines are FIGHTING AS ONE. All focused on SURROUNDING NANTZ. THEN THE LASER DIES. Imlay notices the laser beam is gone.
Then... An ear-splitting NOISE. The marines look up, see...
A CRUISE MISSILE COMING STRAIGHT DOWN THE STREET! Nantz looks up at his men, yelling:
Nantz and his men begin BACKING AWAY. Firing as they do, trying to hold off the aliens. Nantz, limping on his injured ankle, GOES DOWN. Correggio is there to help him up.
And through it all, Nantz still smiles at this.
The marines start running as...
MORE CRUISE MISSILES APPEAR, RIPPING TOWARD THE GROUND... BOOOOOM! The first missile strikes! Then another...and another ...BOOOOM! BOOOOM! A piercing WHISTLE sounds. Nantz looks into the sky as... Suddenly KABOOOM!!! A 2000 pound laser-guided ARTILLERY SHELL explodes INTO THE GROUND... THE GROUND HEAVES UP. A MASSIVE EXPLOSION of fire and smoke erupting from beneath the surface.
A SHOCK WAVE BURSTS OUT FROM THE IMPACT POINT.
THE MARINES ARE ENVELOPED... DISAPPEARING as... Buildings shatter, cars are tossed, flames erupt. Then SILENCE descends a moment. Only the crackle of flames, falling glass. The dust and ash settles in a grey haze. Nothing could have survived this. BEAT. Then... A FIGURE RISES UP out of the grey destruction.
AS ONE, the men rise out of the ash, standing tall.
The marines fall in. A PHALANX with Nantz at its center.
They move forward. Precise. Deadly. FIGHTING AS ONE. The seven remaining marines POUR FIRE on the mass of aliens. The Drone Ships fall from the sky, EXPLODING on the ground. The aliens, in disarray, are mowed down. The rest FLEE. And as the smoke drifts away, there is silence again. Nantz looks up to see...
HIS MEN. His warriors. Standing with smoking weapons, ready for more. Correggio staggers up, covered in dust, bloody.

108: INT. MEDEVAC HELICOPTER
Nantz sits in the rumbling chopper. Surrounded by his marines. Imlay stares out at the city below.
On this, Nantz turns to his SQUAD. Beat.
The marines don't hesitate.
Nantz looks at his marines.