James Cameron

                                                   FIRST DRAFT

                                                   May 28, 1985



        FADE IN

        SOMETIME IN THE FUTURE - SPACE                            1

        Silent and endless.  The stars shine like the love of

        God...cold and remote.  Against them drifts a tiny chip

        of technology.

        CLOSER SHOT  It is the NARCISSUS, lifeboat of the

        ill-fated star-freighter Nostromo.  Without interior

        or running lights it seems devoid of life.  The PING

        of a RANGING RADAR grows louder, closer.  A shadow

        engulfs the Narcissus.  Searchlights flash on, playing

        over the tiny ship, as a MASSIVE DARK HULL descends

        toward it.

        INT. NARCISSUS                                            2

        Dark and dormant as a crypt.  The searchlights stream

        in the dusty windows.  Outside, massive metal forms can

        BE SEEN descending around the shuttle.  Like the tolling

        of a bell, a BASSO PROFUNDO CLANG reverberates through

        the hull.

        CLOSE ON THE AIRLOCK DOOR  Light glares as a cutting

        torch bursts through the metal.  Sparks shower into the


        A second torch cuts through.  They move with machine

        precision, cutting a rectangular path, converging.  The

        torches meet.  Cut off.  The door falls inward REVEALING

        a bizarre multi-armed figure.  A ROBOT WELDER.

        FIGURES ENTER, backlit and ominous.  THREE MEN in

        bio-isolation suits, carrying lights and equipment.  They

        approach a sarcophaguslike HYPERSLEEP CAPSULE, f.g.



                    Internal pressure positive.  Assume

                    nominal hull integrity.  Hypersleep

                    capsules, style circa late twenties...

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


        ANGLE INSIDE CAPSULE  as light stabs in where the dust is

        wiped away, illuminating a WOMAN, her face in peaceful


        WARRANT OFFICER RIPLEY, sole survivor of the Nostromo.

        Nestled next to her is JONES, the ship's wayward cat.


                           (voice over; filtered)

                    Lights are green.  She's alive.

                    Well, there goes out salvage, guys.

                                                        DISSOLVE TO:


        She's lying in a bed, looking wan, as a female MED-TECH

        raises the backrest.  She is surrounded by arcane white

        MEDICAL EQUIPMENT.  The Med-Tech exudes practiced



                    Why don't I open the viewport?

                    Watch your eyes.

        Harsh light floods in as a motorized shield slides into

        the ceiling, REVEALING a breathtaking vista.  Beyond the

        sprawling complex of modular habitats, collectively

        called GATEWAY STATION, is the curve of EARTH as seen

        from high orbit.  Blue and serene.


                    And how are we today?





                    Just terrible?  That's better

                    than yesterday at least.


                    How long have I been on

                    Gateway station?


                    Just a couple of days.  Do you

                    feel up to a visitor?

        Ripley shrugs, not caring.  The door opens and a MAN

        enters, although Ripley sees only what he is carrying.

        A familiar large, orange TOMCAT.



        She grabs the cat like a life preserver.


                           (cooing baby-cat talk)

                    Come here Jonesy you ugly old

                    moose...you ugly thing.

        Jones patiently endures Ripley's embarrassing display,

        seeming none the worse for wear.  The visitor sits

        beside the bed and Ripley finally notices him.  He is

        thirtyish and handsome, in a suit that looks executive

        or legal, the tie loosened with studied casualness.  A

        smile referred to as "winning."


                    Nice room.  I'm Burke.  Carter Burke.

                    I work for the company, but other

                    than that I'm an okay guy.  Glad to

                    see you're feeling better.  I'm told

                    the weakness and disorientation

                    should pass soon.  Side effects of

                    the unusually long hypersleep, or

                    something like that.


                    How long was I out there?  They

                    won't tell me anything.



                    Well, maybe you shouldn't worry

                    about that just yet.

        Ripley grabs his arm, surprising him.


                    How long?

        Burke gazes at her, thoughtful.


                    All right.  My instinct says

                    you're strong enough to handle

                    this...Fifty-seven years.

        Ripley is stunned.  She seems to deflate, her expression

        passing through amazement and shock to realization of

        all she has lost.  Friends.  Family.  Her world.


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


                    You'd drifted right through the

                    core systems.  It's blind luck that

                    deep-salvage team caught you when

                    they...are you all right?

        Ripley coughs suddenly as if choking and her expression

        becomes one of dawning horror.  Burke hands her a glass

        of water from the nightstand.  She slaps it away.  It

        shatters with a SMASH.  Jones dives, yowling.  Ripley

        grabs her chest, struggling as if she is strangling.

        The Med-Tech hits a console button.



                    Code Blue!  415.  Code Blue!


        Burke and the Med-Tech are holding Ripley's shoulders as

        she goes into convulsions.  A DOCTOR and TWO TECHS run

        in.  Ripley's back arches in agony.



        They try to restrain her as she thrashes, knocking over

        equipment.  Her EKG races like mad.  Jones, under a

        cabinet, hisses wide-eyed.


                    Hold her...Get me an airway, stat!

                    And fifteen cc's of...Jesus!

        AN EXPLOSION OF BLOOD beneath the sheet covering her

        chest!  Ripley stares at the SHAPE RISING UNDER THE

        SHEET.  Tearing itself out of her.

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


        TIGHT ON RIPLEY  screaming, snapping up INTO FRAME.

        Alone in the darkened hospital room.  She gasps for

        breath, clutching pathetically at her chest.  There is

        no demented horror rigging itself out of her.  Her eyes

        snap about wildly, slowly focusing on the reality of

        her safety.  Shuddering, bathed in sweat, she kneads her

        breastbone with the heel of her hand and sobs.

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



                    Bad dreams again?  Do you want

                    something to help you sleep?



                    No.. I've slept enough.

        The Med-Tech shrugs and switches off.  Touching a button

        on the nightstand she opens the viewport, REVEALING

        Gateway and the turquoise Earth.  She hugs Jones to her

        and rocks with him like a child, still shattered by the

        nightmare.  Shivering.  Sleep is far off.


                    We made it, Jones.  We made it.

        But at what price?

                                                        CUT TO:

        EXT. PARK                                                 4

        Sunlight streams in shafts through a stand of poplars,

        beyond which a verdant meadow is VISIBLE.

        EXTREME F.G.  Jones stalks toward a bird hopping among

        fallen leaves.  He leaps.  And smack into A WALL.


                           (voice over)


        WIDER ANGLE  as Jones steps back confused from the


        cinerama video-loop.  Ripley sits on a bench in what we

        now SEE is an ATRIUM off the medical center, still

        somewhere in the bowels of Gateway Station.  Benches.

        Some unenthusiastic potted trees.  The sterile corridors

        VISIBLE beyond glass doors b.g.

        Burke ENTERS in his usual mode, casual haste.


                    Sorry...I've been running behind

                    all morning.

        Ripley seems healthier now, but still a bit brittle.


                    Have they located my daughter



                    Well, I was going to wait

                    until after the inquest...

        He opens his briefcase, removing a sheet of printer

        hard copy, including a telestat photo.


                    Is she...?



                    Amanda Ripley-McClaren.  Married

                    name, I guess.  Age:  sixty-six

                    ...at time of death.  Two years


                           (looks at her)

                    I'm sorry.

        Ripley studies the PHOTOGRAPH, stunned.

        The face of a woman in her mid-sixties.  It could be

        anybody.  She tries to reconcile the face with the

        little girl she once knew.





                    Cancer.  Hmmmm.  They still haven't

                    licked that one.  Cremated.  Interred

                    Parkside Repository, Little Chute,

                    Wisconsin.  No children.

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



                    I promised her I'd be home for

                    her birthday.  Her eleventh

                    birthday.  I sure missed that



                    Well...she has already learned

                    to take my promises with a grain

                    of salt.  When it came to flight

                    schedules, anyway.

        Burke nods, a simpatico presence.


                    You always think you can make it

                    up to somebody...later, you know.

                    But now I never can.  I never


        Let's get one thing straight...Ripley can be one tough

        lady.  But the terror, the loss, the emptiness are, in

        this moment, overwhelming.  She cries silently.

        Burke puts a reassuring hand on her arm.



                   The hearing convenes at 0930.  You

                   don't want to be late.

        INT. CORRIDOR - GATEWAY                                   5

        Elevator doors part and Ripley emerges, in mid-conversation

        with Burke.  DOLLYING AHEAD OF THEM as they move rapidly

        down the corridor.


                    You read my deposition...it's

                    complete and accurate.


                    Look, I believe you, but there are

                    going to be some heavyweights in

                    there.  You got Feds, you got

                    interstellar commerce commission,

                    you got colonial administration,

                    insurance company guys...


                    I get the picture.


                    Just tell them what happened.  The

                    important thing is to stay cool

                    and unemotional.

        INT. CONFERENCE ROOM - ON RIPLEY - GATEWAY                6

        She's not cool.  Not unemotional.


                    Do you people have earwax, of

                    what?  We have been here three

                    hours.  How many different ways

                    do you want me to tell the same


        She faces the EIGHT MEMBERS of the board of inquiry at a

        long conference table.  Gray suits and grim faces.  They

        aren't buying.  Behind Ripley on a large VIDEO SCREEN,

        PARKER grins like a goon from his personnel mugshot.  His

        file prints out next to it.  BRETT's face and dossier

        replace it, and then the others as the SCENE continues...

        KANE, LAMBERT, ASH the android traitor, DALLAS.

        VAN LEUWEN, the ICC representative, steeples his fingers

        and frowns.

                                   VAN LEUWEN

                    Look at it from our perspective.

                    You freely admit to detonating the

                    engines of, and thereby destroying,

                    an M-Class star-freighter.  A

                    rather expensive piece of hardware...

                                   INSURANCE INVESTIGATOR


                    Forty-two million in adjusted dollars.

                    That's minus payload, of course.

                                   VAN LEUWEN

                    The shuttle's flight recorder

                    corroborates some elements of

                    your account.  That the Nostromo

                    set down on LV-426, an unsurveyed

                    planet, at that time.  That

                    repairs were made.  That it resumed

                    its course and was subsequently set

                    for self-destruct.  By you.  For

                    reasons unknown.


                    Look, I told you...

                                   VAN LEUWEN

                    It did not, however, contain any

                    entries concerning the hostile

                    life form you allegedly picked up.

        Ripley sense the noose tightening.


                    Then somebody's gotten to it...

                    doctored the recorder.  Who had

                    access to it?

        The ECA (Extrasolar Colonization Administration)

        Representative (ECA REP) just shakes his head.

                                   ECA REP

                    Would you just listen to yourself

                    for one minute.

        Ripley glares at the ECA Rep, a woman on the ungenerous

        side of fifty.  Van Leuwen sighs with exasperation.

                                   VAN LEUWEN

                    The analysis team which went over

                    your shuttle centimeter by

                    centimeter found no physical

                    evidence of the creature you



                           (losing it)

                    That's because I blew it out the

                    Goddamn airlock!


                    Like I said.

                                   INSURANCE MAN

                           (to ECA Rep)

                    Are there any species like this

                    'hostile organism' on LV-426?

                                   ECA REP

                    No.  It's a rock.  No indigenous

                    life larger than a simple virus.

        Ripley grits her teeth in frustration.


                    I told you, it wasn't indigenous.

                    There was an alien spacecraft there.

                    A derelict ship.  We homed on its


                                   ECA REP

                    To be perfectly frank, we've surveyed

                    over three hundred worlds and no one's

                    ever reported a creature which, using

                    your words...

                           (read from Ripley's


                    ...'gestates in a living human host'

                    and has 'concentrated molecular acid

                    for blood.'

        Ripley glances at Burke, silent at the far end of the

        table.  His expression is grim.  Her mouth hardens as

        a bit of the old nail-eating Ripley surfaces.


                    Look, I can see where this is

                    going.  But I'm telling you those

                    things exist.  Back on that planetoid

                    is an alien ship and on that ship

                    are thousands of eggs.  Thousands.

                    Do you understand?  I suggest you

                    find it, using the flight recorder's

                    data.  Find it and deal with it --

                    before one of your survey teams

                    comes back with a little surprise...

                                   VAN LEUWEN

                    Thank you, Officer Ripley.  That

                    will be...


                           (louder, stepping

                           on him)

                    ...because just one of those

                    things managed to kill my entire

                    crew, within twelve hours of


        Van Leuwen stands, out of patience.

                                   VAN LEUWEN

                    Thank you, that will be all.

        Ripley stares him down, glowering at the board.


                    That's not all, Goddamnit!  If

                    those things get back here, that

                    will be all.  Then you can just

                    kiss it good-bye, Jack!  Just kiss

                    it goodbye.

        Ripley turns sharply away, trembling with frustration

        and anger.  Dallas looks back at her from the video

        screen, his eyes burning from the photograph, as we:

                                                        CUT TO:

        INT. CORRIDOR                                             7

        Ripley kicks the wall next to Burke who is getting coffee

        and donuts at a vending machine.


                    You had them eating out of your

                    hand, kiddo.


                    They had their minds made up

                    before I even went in there.

                    They think I'm a head case.



                    You are a head case.  Have a donut.


        Van Leuwen clears his throat.

                                   VAN LEUWEN

                    It is the finding of this board of

                    inquiry that Warrent Officer Ellen Ripley,

                    NOC-14672. has acted with questionable

                    judgment and is unfit to hold an

                    ICC license as a commercial flight


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

        but subdued.

                                   VAN LEUWEN

                    Said license is hereby suspended

                    indefinitely.  No criminal charges

                    will be filed at this time and you

                    are released on own recognizance

                    for a six month period of

                    psychometric probation, to include

                    monthly review by an ICC psychiatric


        INT. CORRIDOR                                             9

        DOLLY BACK as the conference room door bangs open and

        Ripley strides through.  She shrugs off Burke's

        restraining arm and catches up to Van Leuwen walking

        down the corridor.



                    Why won't you check out LV-426?

                                   VAN LEUWEN


                    Because I don't have to.  The

                    people who live there checked it

                    out years ago and they never

                    reported and 'hostile organism'

                    or alien ship.  And by the way,

                    they call it Acheron now.


                    What are you talking about.

                    What people?

        Van Leuwen steps into an elevator with some others, but

        Ripley holds the door from closing.

                                   VAN LEUWEN

                    Terraformers...planet engineers.

                    It's what we call a shake 'n' bake

                    colony.  They set up atmosphere

                    processors to make the air

                    breathable...big job.  Takes

                    decades.  They've already been

                    there over twenty years.  Peacefully.

        The door tries to close.  Ripley slams it back.  People

        are getting annoyed.


                    How many colonists?

                                   VAN LEUWEN

                    Sixty, maybe seventy families.



                    Sweet Jesus.

                                   ELEVATOR PASSENGER

                    Do you mind?

        Ripley's hand slides off the door, strengthless.

        TIGHT ON HER  FROM INSIDE the elevator as the doors close

        like fate on her lost expression.

        EXT. ALIEN LANDSCAPE - DAY                               10

        A hideous, storm-blasted vista.  Tortured rock forms.

        Bleak twilight at midday.

        PAN SLOWLY ONTO a CORRODED METAL SIGN set in concrete

        pylons, which reads:

                       HADLEY'S HOPE - POP. 159

                         "WELCOME TO ACHERON"

        Some local has added below in spray-can graffiti

        "Have a nice day."  Gale-force wind SCREECHES around

        the steel sign, driving a freezing rain.

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


        EXT. COLONY COMPLEX                                      11

        The town is a cluster of bunkerlike metal and concrete

        buildings connected by conduits.  Neon signs throw garish

        colors across the vaultlike walls, advertising bars and

        other businesses.  It looks like a sodden cross between

        the Krupps munitions works and a truckstop casino in

        the Nevada boondocks.

        Huge-wheeled tractors crawl toadlike in the rutted

        "street" and vanish down rampways to underground garages.

        ANGLE ON THE CONTROL BLOCK  the largest structure.  It

        resembles vaguely the superstructure of an aircraft

        carrier...a flying bridge.

        VISIBLE across a half kilometer of barren heath, b.g.,

        is the massive complex of the nearest ATMOSPHERE

        PROCESSOR, looking like a power plant bred with an active

        volcano.  Its fiery glow pulses in the low cloud cover

        like a steel mill.

        INT. MAIN CONCOURSE - NEAR CONTROL BLOCK                 12

        A central space, laid out like a scaled-down shopping

        mall with no styling flourishes.  We SEE a cross section

        of the types of people who have come to live on

        Godforsaken Acheron.  Tough.  Pragmatic.  "Grapes of

        Wrath" faces.  Calloused hands.  Not too many interior

        decorators.  Some children race in the corridor on things

        that look suspiciously like "Big Wheels."

        INT. OPERATIONS ROOM - CONTROL BLOCK                     13

        Jammed with computer terminals, technicians, displays...

        most of the business of running the colony flows through

        here.  It's high tech but used and scrungy.  Papers

        piled up.  Coffee cup rings.

        DOLLY AHEAD OF LYDECKER, the Assistant Operations Manager,

        as he catches up to the harried Operating Manager,



                    You remember you sent some

                    wildcatters out to that

                    plateau, out past the Ilium

                    range, a couple days ago?


                    Yeah.  What?


                    There's a guy on the horn,

                    mom-and-pop survey team.  Says

                    he's homing on something and

                    wants to know if his claim will

                    be honored.


                    Christ.  Some honch in a cushy

                    office on Earth says go look at

                    a grid reference in the middle

                    of nowhere, we look.  They don't

                    say why, and I don't ask.  I

                    don't ask because it takes two

                    weeks to get an answer out here

                    and the answer's always 'don't



                    So what do I tell this guy?


                    Tell him, as far as I'm concerned,

                    he finds something it's his.


        TRACTOR - DAY

        It roars across corrugated rock, blasting through soggy

        drifts of volcanic ash.

        INT. TRACTOR                                             15

        At the controls, intent on a PINGING scope, is RUSS JORDEN,

        independent prospector.  Beside him is his wife/partner

        ANNE and in the back their two kids are playing among the

        heavy sampling equipment.


                           (gloating cackle)

                    Look at this fat, juicy magnetic

                    profile.  And it's mine, mine,



                    Half mine, dear.

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


                    And half mine!


                    I got too many partners.


                    Daddy, when are we going back

                    to town?


                    When we get rich, Newt.


                    You always say that.  I wanna go

                    back.  I wanna play 'Monster Maze.'

        Her older brother TIM sticks his jeering face close to



                    You cheat too much.


                    Do not.  I'm just the best.


                    Do too!  You go in places we

                    can't fit.


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


                    Knock it off!  I catch either of

                    you playing in the air ducts again

                    I'll tan your hides.


                    Mom.  All the kids play it...



                    Holy shiiit!

        ANGLE THROUGH FRONT CANOPY  ON a bizarre shape looming

        ahead.  An enormous bonelike mass projecting upward from

        the bed of ash.  The tractor slows.

        Canted on its side and buckles against a rock outcropping

        by the lava flow, it is still recognizable as an

        EXTRATERRESTRIAL SHIP.  Bio-mechanoid.  Nonhuman design.


                    Folks, we have scored big this


        EXT. TRACTOR                                             16

        Jorden and Anne step down, wearing ENVIRONMENT SUITS.

        Carrying LIGHTS, PACKS, CAMERAS, TEST GEAR.  Their

        breath clouds in the chill air.


                    You kids stay inside.  I mean

                    it!  We'll be right back.

        They trudge toward the alien derelict.


                    Shouldn't we call in?


                    Let's wait till we know what to

                    call it in as.



                    How about 'big weird thing'?

        They pause at a twisted gash in the hull.  Blackness


        INT./EXT. TRACTOR                                        17

        Newt has her face pressed to the glass, steaming it.

        Watching her parents enter the strange ship.  Tim GRABS

        HER from behind.  She SHRIEKS.



        EXT. LANDSCAPE - NIGHT                                   18

        The tractor and the derelict are dark and motionless.

        The wind HOWLS around them.

        Tim is curled up in the driver's seat.  Newt shakes him

        awake, trying hard not to cry.


                    Timmy...they've been gone a

                    long time.

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

        He bites his lip.



                    It'll be okay, Newt.  Dad knows

                    what he's doing.

        CRASH!  Newt SCREAMS as the door beside her is RIPPED

        OPEN.  A dark shape lunges inside!

        Anne, panting and terrified, grabs the dash mike.


                    Mayday!  Mayday!  This is

                    Alpha Kilo Two Four Niner

                    calling Hadley Control.

                    Repeat.  This is...

        As Anne shouts the mayday Newt looks past her, to the

        ground.  Russ Jorden lies there inert, dragged somehow

        by Anne from inside the ship.  There is SOMETHING ON

        HIS FACE.  An appalling MULTILEGGED CREATURE, pulsing

        with obscene life.  Newt begins to SCREAM hysterically,

        competing with the shrieking wind which rises to a

        crescendo as we:

                                                        CUT TO:

        INT. RIPLEY'S APARTMENT - GATEWAY - DAY                  20

        Silence.  Ripley, looking haggard, sits at a table in

        the dining alcove contemplating the smoke rising from

        her cigarette.  The place is modest, to be charitable,

        and there are few personal touches.  Though it's late

        in the day Ripley is still wearing a robe.  The bed is

        unmade.  Dishes in the sink.  Jones prowls across the

        counter.  The WALLSCREEN is on, blaring vapidly.

                                   VOICE FROM VIDEO


                    Hey, Bob!  I heard you and the

                    family are heading off for the




                    Best decision I ever made, Bill.

                    We'll be starting a new life

                    from scratch, in a clean world.

                    No crime.  No unemployment...

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

        INT. CORRIDOR                                            21

        Carter Burke stands in the narrow, dingy corridor with

        LIEUTENANT GORMAN, Colonial Marine Corps.  Young and

        severe in his officer's dress-black.  The door opens



                    Hi, Ripley.  This is

                    Lieutenant Gorman of the...

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


                    Ripley we have to talk.


                    They've lost contact with the

                    colony on Acheron.

        The door opens.  Ripley considers the ramifications of

        that.  She motions them inside.

        INT. RIPLEY'S APARTMENT - A LITTLE LATER                 22

        Burke and Gorman are seated, nursing coffee.  Ripley

        paces, very tense.


                    No.  There's no way!


                    Hear me out...


                    I was reamed, steamed and

                    dry-cleaned by you guys...and

                    now you want me to go back out

                    there?  Forget it.

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

        Burke sees it.


                    Look, we don't know what's going

                    on out there.  It may just be a

                    down transmitter.  But if it's

                    not, I want you there...as an

                    advisor.  That's all.


                    You wouldn't be going in with the

                    troops.  I can guarantee your



                    These Colonial Marines are

                    some tough hombres, and they're

                    packing state-of-the-art firepower.

                    Nothing they can't handle...right,




                    We're trained to deal with these

                    kinds of situations.


                           (to Burke)

                    What about you?  What's your

                    interest in this?


                    Well, the corporation co-financed

                    that colony with the Colonial

                    Administration, against mineral

                    rights.  We're getting into a lot

                    of terraforming...'Building Better


        Burke is revealing his early days in sales.


                    Yeah, yeah.  I saw the commercial.


                    I heard you were working in the

                    cargo docks.



                    That's right.


                    Running loaders, forklifts, that

                    sort of thing?



                    It's all I could get.  Anyway,

                    it keeps my mind off of...

                    everything.  Days off are worse.


                    What if I said I could get you

                    reinstated as a flight officer?

                    And that the company has agreed

                    to pick up your contract?


                    If I go.


                    If you go.


                    It's a second chance, kiddo.  And

                    it'll be the best thing in the

                    world for you to face this fear

                    and beat it.  You gotta get back

                    on the horse...



                    Spare me, Burke.  I've had my

                    psych evaluation this month.

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


                    Yes, and I've read it.  You

                    wake up every night, sheets

                    soaking, the same nightmare

                    over and over...



                    No!  The answer is no.  Now

                    please go.  I'm sorry.  Just

                    go, would you.

        Burke nods to Gorman who rises with him.  He slips a

        TRANSLUCENT CARD onto the table, heads for the door.


                    Think about it.

        EXT. ACHERON LANDSCAPE - NIGHT                           23

        As the wind HOWLS through tormented rock, BUILDING IN

        PITCH until we:

                                                        CUT TO:

        INT. APARTMENT                                           24

        Ripley lunges INTO FRAME with an animal outcry.  She

        clutches her chest, breathing hard.  Bathed in sweat

        she lights a cigarette with trembling hands.  Do we

        hear a faint, desolate wind?

        TIGHT ON PHONE CONSOLE  as Ripley's hand inserts Burke's

        card into a slot.  "STAND BY" prints out on the screen

        and is replaced by Burke's face, bleary with sleep.


                           (on video phone)

                    Yello?  Oh, Ripley.  Hi...


                    Burke, just tell me one thing.

                    That you're going out there to

                    kill them.  Not study.  Not bring

                    back.  Just burn them out...clean



                    That's the plan.  My word on it.

        CLOSEUP - RIPLEY  taking a deep slow breath.  It's time

        to look the demon in the eye.


                    All right.  I'm in.

        She punches off before Burke replies, before she can

        change her mind.  She turns to Jones sitting on the

        bed and her tone becomes admonishing...


                    And you my dear, are staying

                    right here.

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


                                                        CUT TO:

        EXT. DEEP SPACE - THREE WEEKS LATER                      25

        An empty starfield.  Metal spires slice ACROSS FRAME.

        A mountain of steel following.  A massive military

        transport ship, the SULACO.  Ugly, battered...


        INT. CORRIDOR TO CARGO LOCK                              26

        An empty corridor, seemingly miles long.  No movement.

        The THRUMMING of hyperdrive engines.

        INT. CARGO LOCK                                          27

        An enormous chamber, cavernous and dark.  Squatting

        in the shadows are two orbit-to-surface shuttles.

        DROP-SHIPS.  Heavy machinery all around them...

        cranes, loading equipment.

        INT. BRIDGE                                              28

        Dark electronic womb.  CAMERA DOLLIES SLOWLY among

        murmuring instrumentation.  A sudden high-pitched

        TRILLING accompanies a sequence of lights.  An alarm.

        INT. HYPERSLEEP VAULT                                    29

        Blackness, until a bank of indicators lights up.

        Hydraulics lift a grid of equipment from a row of

        horizontal HYPERSLEEP CYLINDERS.  It reaches the

        ceiling.  Locks.

        CLOSE ON RIPLEY'S CAPSULE  as trickles of water run

        down the frosted canopy.

                                                        DISSOLVE TO:

        INT. HYPERSLEEP VAULT                                    30

        Lit up, white and sterile.

        The canopies of the row of capsules are raised.  Ripley

        sits up.  Rubs her arms briskly.  Next to her Gorman

        and Burke are stirring and beyond them the troopers,

        wearing shorts and dog tags.  They are:

           MASTER SERGEANT APONE                    UNIT LEADER

           CORPORAL HICKS                         B-TEAM LEADER

           CORPORAL DIETRICH (female)                  MED-TECH

           PFC HUDSON                                  COM-TECH

           PFC VASQUEZ (female)            'SMART-GUN' OPERATOR

           PRIVATE DRAKE                   'SMART-GUN' OPERATOR

           PRIVATE FROST                                TROOPER

           PRIVATE CROWE                                TROOPER

           PRIVATE WIERZBOWSKI                          TROOPER

           CORPORAL FERRO (female)              DROP-SHIP PILOT

           PFC SPUNKMEYER                   DROP-SHIP CREW CHIEF

        The ship is fully automated in interstellar flight so

        there is no crew, except for EXECUTIVE OFFICER (ECA) Bishop,

        who supervises planetary maneuvering.

        GROANS echo across the chamber.


                    Arrgh.  I'm getting too old for

                    this shit.

        SPUNKMEYER says this sincerely, though he must have

        enlisted underage not long ago.  Looking surly, DRAKE

        sits up.  He's young as well but street-tough.  Nasty

        scar curling his lip into a sneer.


                    They ain't payin' us enough

                    for this.


                    Not enough to have to wake up

                    to your face, Drake.


                    Suck air.  Hey, Hicks...you look

                    like I feel.

        HICKS, an older lifer-type who keeps his own counsel,

        just snorts good-naturedly.

        Ripley scans the group as they shuffle past her to a

        bank of lockers.  Though not supermen they are lean and

        hardened...tough, capable, jaded.  They combine the

        specialized techno-combat training of the twenty-first

        century fighting man with those qualities universal to

        "grunts" through the ages.  SERGEANT APONE moves down the

        row of freezers.


                    This floor's freezing.


                    Christ.  I never saw such a

                    buncha old women.  You want me

                    to fetch your slippers, Hudson?


                    Would you, Sir?

        Ripley steps back as the troopers shuffle past nodding

        cursory hellos.  She feels isolated by the camaraderie

        of this tightknit group.

        VASQUEZ eyes her coldly as she passes.  Like Drake,

        Vasquez is younger then the rest and her combat-primer

        was the street in a Los Angeles barrio.  She is tough

        even by the standards of this group.  Hard-muscled.

        Eyes cunning and mean.


                    Hey, Vasquez...you ever been

                    mistaken for a man?


                    No.  Have you?

        She slaps Drake's open palm and it clenches into a

        greeting which is part contest.  It gets rougher.

        Painful.  Until she cuffs him hard and they break with

        vicious laughter.  Dobermans playing.  Conscripted from

        juvenile prison, the two of them were trained to

        operate the formidable "SMART-GUNS."  That is part

        of their bond.

        BISHOP is helping everyone like a valet.  As he passes

        close to her Ripley notices a strange TATTOO across

        the back of his left hand...an ALPHA-NUMERIC CODE.


                    Hey, hand job, you take my




                    I need some slack, man.  How

                    come they send us straight back

                    out like this?  We got some slack

                    comin', man.


                    You just got three weeks.


                    I mean breathing, not this frozen



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


                    You know it ain't up to me.


                    Awright!  Let's knock off the

                    grabass.  First assembly's in

                    fifteen...let's shag it.

        INT. SHOWERS                                             31

        High pressure water jets and a blast of hot air when

        you step out...a drive through car wash for people.

        Through the swirling steam Hudson, Vasquez and FERRO

        are watching Ripley dry off.


                    Who's the fresh meat again?


                    She's supposed to be some kinda



                    ...She was an alien once.


                    Whoooah!  No shit?  I'm impressed.


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

        INT. MESS HALL                                           32

        An unconscious segregation takes place at the troopers

        assemble at one long table while Gorman, Burke, Bishop

        and Ripley sit at another.  Everybody is nursing a

        coffee, waiting for eggs from the AUTOCHEF.  Among the

        troopers dress discipline is lax...fatigues customized

        and emblazoned with patches.  Drake's tunic is cut off

        to a vest and has "Eat the apple and fuck the Corps"

        stenciled on back.  "Peace Through Superior Firepower,"

        "Pray for War" and "I've Served My Time in Hell:  Cetti

        Epsilon NC-104" are some others.


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


                    Rescue mission.  There's some

                    juicy colonists' daughters we

                    gotta rescue from virginity.

        Apone is stocky, grizzled, with peregrine eyes.  He runs

        it loose and fair, but only because he knows his people

        are the best.


                    Shee-it.  Dumbass colonists.

                    What's this crap supposed to be?


                    Cornbread, I think.  Hey, I wouldn't

                    mind getting me some more a

                    that Arcturan poontang.  Remember

                    that time?



                    Looks like that new Lieutenant's

                    too good to eat with us grunts.



                           over shoulder)

                    Yeah.  Got a corn cob up his ass,


        Across the room, at the other table, Gorman sits with

        his creases perfect...the consummate strack NCO.  Bishop

        takes a seat beside Ripley, who pointedly gets up and

        moves to the far side of the table.  He looks wounded.


                    I'm sorry you feel that way

                    about Synthetics, Ripley.

        Ripley spins on Burke, her tone accusing.


                    You never said anything about an

                    android being here!  Why not?


                    Well, it didn't occur to me.  It's

                    been policy for years to have a

                    synthetic on board.


                    I prefer the term 'artificial person'

                    myself.  Is there a problem?


                    A synthetic malfunctioned on her

                    last trip out.  Some deaths were



                    I'm shocked.  Was it an older model?


                    Cyberdyne Systems 120-A/2.

        Bishop turns to Ripley, very conciliatory.


                    Well, that explains it.  The

                    A/2's were always a bit twitchy.

                    That could never happen now with

                    out behavioral inhibitors.  Impossible

                    for me to harm or, by omission of

                    action, allow to be harmed a

                    human being.


                    More cornbread?

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

        across the room.


                    Just stay away from me, Bishop!

                    You got that straight?

        Burke and Gorman exchange glances.

        Wierzbowski, at the next table, shrugs and turns back

        to the other troopers.


                    She don't like the cornbread


        INT. READY ROOM - TIGHT ON APONE - ARMORY                33




        WIDER ANGLE  as the troops snap to from their lounging

        among the racks of high-tech weaponry.  Gorman enters

        with Burke and Ripley.


                    At ease.  I'm sorry we didn't

                    have time to brief before we

                    left Gateway but...





                    Yes, Hicks?


                    Hudson, Sir.  He's Hicks.


                    What's the question?


                    Is this going to be a stand-up

                    fight, Sir, on another bug-hunt?


                    All we know is that there's

                    still no contact with the colony

                    and that a xenomorph may be



                    A what?


                           (to Wierzbowski;


                    It's a bug-hunt.


                    So what are these things?

        Gorman nods to Ripley, who stands before the troops.

        She sets some RECORDING DISKETTES on the table.


                    I've dictated what I know on



                    Tease us a bit.




                    Okay.  It's important to understand

                    this organism's life cycle.  It's

                    actually two creatures.  The first

                    form hatches from a spore...a sort

                    of large egg, and attaches itself

                    to its victim.  Then it injects

                    an embryo, detaches and dies.

                    It's essentially a walking sex organ.

                    The --


                    Sounds like you, Hicks.



                    The embryo, the second form, hosts

                    in the victim's body for several

                    hours.  Gestating.  Then it...

                           (with difficulty)

                    ...then it...emerges.  Moults.

                    Grows rapidly --


                    I only need to know one thing.




                    Where they are.

        Vasquez coolly points her finger, cocks her thumbs, and

        blows away an imaginary alien.


                    Yo!  Vasquez.  Kick ass!


                    Anytime.  Anywhere.


                    Somebody said alien...she

                    thought they said illegal alien

                    and signed up.


                    Fuck you.


                    Anytime.  Anywhere.



                    Am I disturbing you conversation

                    Mr. Hudson?

        Hudson settles down, smirking.  Ripley locks eyes with



                    I hope you're right.  I really



                           (to all)

                    I suggest you study the disks

                    Ripley has been kind enough to

                    prepare for you.


                    Are there any questions?  Hudson?


                    How do I get out of this

                    chicken-shit outfit?

        Gorman scowls then, thanking Ripley with a nod, takes

        over the predrop briefing.


                    All right.  I want this to go

                    smooth and by the numbers.  I

                    want DCS and tactical database

                    assimilation by 0830.

                            (some groans)

                    Ordnance loading, weapons strip and

                    drop-ship prep details will have

                    seven hours...

        EXT. SPACE - ACHERON                                     34

        They have arrived.  From orbit the planet looks serene

        ...Pearlescent cloud cover masking the environmental

        torment beneath.  The SULACO floats, its MANEUVERING

        JETS FIRING.  A bluish glow.  Then twice more, rapidly.

        INT. BRIDGE                                              35

        Bishop is installed in his command seat, hemmed in by



                           (into mike)

                    Attention.  This concluded final

                    maneuvering operations.  Thank

                    you for your cooperation.  You

                    may resume work.


        sliding into a heavy ordnance rack with an echoing

        CLANG.  PULL BACK as the rack of tactical missiles is

        lifted, REVEALING two powerful hydraulic arms.

        Spunkmeyer, seated inside a POWER LOADER, swings the

        ordnance up into a belly nacelle of the DROP-SHIP where

        it locks into place.  As he exerts pressure with his

        hands against the servo-controls the hydraulic arms

        move correspondingly...but with a thousandfold increase

        in power.  The forklift-style CLAWS on each arm can

        crush with tons of pressure.  The loader has an open

        ROLL CAGE to protect the operator, and is supported

        by squat HYDRAULIC LEGS which also move correspondingly

        with the driver's movements.

        You have never seen anything like this before.

        Advanced as it is to us, it's only an old forklift

        to them...battered and well used.  Covered with grease.

        Repainted many times.  Across the back is stencilled


        Spunkmeyer's machine swings out from under the drop-ship

        and we become aware of the intense activity throughout

        the cavernous loading bay.  Troopers on foot or driving

        TOW-MOWERS, OVERHEAD LOADING ARMS...all in motion.

        Hicks checks off items on an electronic manifest.

        INT. READY ROOM - ARMORY                                 37

        Wierzbowski, Drake and Vasquez are fieldstripping

        light weapons with precise movements.  Around them,

        in racks, is an arsenal of advanced personal


        Vasquez likes the feel of the guns, the weight...the

        authority.  Her hands move without hesitation.  CLACK.

        CLACK.  CLACK.  She swings one of the SMART-GUNS out

        on a work stand.  Using a body brace and GYRO-STABILIZED

        SUPPORT ARM, it is a computer-aimed, video targeted

        automatic weapon.  The futuristic equivalent of a .30

        caliber light machine gun.  Sort of a steadicam that



        with pre-flight activity b.g.


                    Still nothing from the colony?


                    Dead on all channels.

        Ripley watches the drop-ship being loaded.  A cross

        between a Huey Aircobra gunship and the space shuttle

        might describe it.  An orbit-to-surface troop carrier,

        heavily armed for the close support of ground missions.

        She watches a six-wheeled APC, ARMORED PERSONNEL

        CARRIER, being raised hydraulically into the ship's

        belly.  Ripley looks around as Frost wheels a rack of

        incomprehensible equipment toward her.


                    Clear, please.

        Ripley jumps aside, nodding apologetically.  She turns.

        Steps hastily back.  Hudson cruises by with a laden



                    Excuse me.

        ANGLE ON APONE  standing with Hicks, as Ripley approaches



                    I feel like a fifth wheel

                    here.  Is there anything I can



                    I don't know.  Is there anything

                    you can do?



                    I can drive that loader.  I've

                    got a Class Two rating.  My

                    latest career move.

        Apone turns.  A SECOND POWER LOADER sits unused in

        an equipment bay.

        TWO SHOT APONE AND HICKS  skeptical.  Considering.

        TIGHT ON POWER SWITCH  as Ripley's finger punches it on.

        A RISING WHINE of power.

        TIGHT ON THE HYDRAULICS  as the massive machine stirs

        to life.

        FULL, as the loader starts.  Ripley is strapped into

        the safety cage, her arms and legs inserted in the

        servo-sensor assemblies.  She takes a step.  BOOM!

        Two tons of hardened steel takes a step.

        Ripley spins the wrist servos.  The huge claws swing,

        open...slide smoothly into lifting brackets on a

        cargo module, nearby.  She raises it deftly.


                    Where you want it?

        Hicks looks at Apone, cocks an eyebrow appreciatively.

        INT. READY ROOM - ARMORY                                 39

        The troopers are suiting up for the drop.  Strapping on

        their bulky COMBAT-ARMOR...interlocking plates like

        football padding.  They tape their wrists.  Draw on

        segmented boots.  The sole cleats CLACK like hooves

        on the deck plates.  Lockers SLAM.


        Their fingers move methodically over the fastenings.

        It has its own rhythm...CLICK.  CLICK.  CLICK.


                    Let's move it, girls!  On

                    the ready line.  Let's go,

                    let's go.

        INT. DROP-SHIP - APC                                     40

        Ripley, wearing a flight jacket and headset, files into

        the ship with the hulking troopers.  Inside they pass

        directly into the APC we saw loaded earlier and take

        seats facing each other across a narrow aisle.  They will

        drop already strapped into their ground vehicle for

        rapid deployment.  A KLAXON SOUNDS, signalling

        depressurization of the cargo lock.

        Hudson prowls the aisle, his movements predatory and

        exaggerated.  Ripley watches him working his way toward



                    I am ready, man.  Ready to get

                    it on.  Check-it-out.  I am the

                    ultimate badass...state of the

                    badass art.  You do not want to

                    fuck with me.  Hey, Ripley, don't

                    worry.  Me and my squad of

                    ultimate badasses will protect you.


        He slaps the SERVO-CANNON controls in the GUN BAY

        above them.


                    Independently targetting

                    particle-beam phalanx.  VWAP!

                    Fry half a city with this puppy.

                    We got tactical smart-missles,

                    phased-plasma pulse-rifles,

                    RPG's.  We got sonic eeelectronic

                    ballbreakers, we got nukes, we

                    got knives...sharp sticks --

        Hicks grabs Hudson by his battle harness and pulls him

        into a seat.  His voice is low, but it carries.


                    Save it.


                    Sure, Hicks.

        Ripley nods her thanks to Hicks.  MOTORS WHINE and the

        craft lurches.  Burke, next to Ripley, grins eagerly

        like this is a sport fishing trip.


                    Here we go.

        She looks like she's in a gas chamber waiting for the

        pellet to drop.

        EXT. SULACO                                              41

        The drop-ship lowers from the cargo-lock on a massive

        launch rig.  The night side of Acheron yawns below...


        INT. COCKPIT                                             42

        Ferro and Spunkmeyer run rapidly through the switches.


                    Initiate release sequencer on my

                    mark.  Three.  Two.  One.  Mark!

        EXT. SULACO - DROP-SHIP                                  43

        Hydraulic WHINE.  Clamps SLAM BACK.  The ship drops.

        INT. DROP-SHIP - APC                                     44

        Apone, stalking the aisle, snatches for a handhold.

        Bishop, Burke and Gorman groan at the sudden gees.

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

        EXT. DROP-SHIP                                           45

        It screams down through the stratosphere, plunging

        into dark turbulence.

        INT. COCKPIT                                             46

        Beyond the canopy is gray limbo.  The craft shudders

        and lurches.


                           (icy calm)

                    Switching to DCS ranging.


                    Two-four-o.  Nominal to profile.

                    Picking up some hull ionization.


                    Got it.  Rough air ahead.

        INT. HOLD - APC                                          47

        TIGHT ON HICKS  asleep in his harness.


                           (voice over;


                    Stand by for some chop.

        TIGHT ON GORMAN  as the ship begins to buck, his eyes

        closed.  Pale.  Sweating.  He rubs his hands on his

        knees repeatedly.


                    How may drops is this for you,





                    How many combat drops?


                    Well...two.  Three, including

                    this one.

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

        expressions.  Ripley looks accusingly at Burke.

        INT. COCKPIT                                             48


                    Turning on final.  Coming around to

                    a seven-zero-niner.  Terminal

                    guidance locked in.  Where's

                    the damn beacon?

        EXT. DROP-SHIP                                           49

        It emerges from the low cloud ceiling.  From the twilight

        haze ahead the distant colony LANDING BEACONS become


        INT. HOLD - APC                                          50

        Stumbling as the ship pitches, Ripley makes her way


        a control console lined with monitor screens.  She

        joins Burke watching over Gorman's shoulder as the

        Lieutenant plays the board like a video director.

        TIGHT ON MONITOR CONSOLE  REVEALING screens labelled with

        the names of the troopers.  Two for each soldier.  The

        upper screens show images from the IMAGE-INTENSIFIED

        VIDEO CAMERAS in their helmets.  The lower screens are

        BIO-MONITORS:  EEG, EKG, and other graphic life-function

        readouts.  Other screens show EXTERIOR VIEWS.


                    Let's see.  Everybody on line.

                    Drake, check you camera.  There

                    seems to be a...

        CLOSE ON DRAKE  as he whacks himself on the head with

        an ammo case.  A familiar malfunction.



                    ...that's better.  Pan it around

                    a bit.


                    Awright.  Fire-team A.  Gear up.

                    Let's move.  Two minutes.

                    Somebody wake up Hicks.

        A clatter of activity as they don backpacks and weapons.

        Vasquez and Drake buckle on their smart-gun body


        Ripley watches the AP station loom on the exterior



                    That the atmosphere processor?


                    Uh-hunh.  One of thirty or so,

                    all over the planet.  They're

                    completely automated.  We

                    manufacture them, by the way.

        EXT. SHIP - AP STATION                                   51

        The tiny ship circles the roaring tower.  A metal

        volcano thundering like the engines on God's Lear jet.

        INT. HOLD - APC                                          52

        Gorman plays with the controls, zooming the image of

        the colony.


                           (to Ferro via mike)

                    Hold at forty.  Slow circle of

                    the complex.


                    The structure seems intact.  They

                    have power.

        On the screen the colony buildings loom in and the low

        visibility like wrecks of freighters on the sea floor.


                           (to Apone)

                    Okay, let's do it.


                    Awright!  I want a nice clean

                    dispersal this time.

        Ripley turns as Vasquez squeezes past her.


                    You staying in here?


                    You bet.


                           (turning away)



                           (to Ferro via mike)

                    Set down sixty meters this side

                    of the telemetry mast.  Immediate

                    dust off on my 'clear,' then stay

                    on station.


                    Ten seconds, people.  Look sharp!

        EXT. COLONY COMPLEX                                      53

        Landing beacons sweep harsh light across the wet Tarmac.

        The ship roars down, extending the loading ramp.  Slams

        down on hydraulic LANDING LEGS.  The APC hits the ground

        a moment later, pulling away from the ship as it leaps

        up in a cloud of spray and peels off, circling.

        The APC pulls to the edge of the complex.  The CREW DOOR

        opens.  Troopers hit the ground running.  Spread out.

        They drop behind immediate cover.  Apone scans with

        him image intensifier visor lowered.

        APONE'S P.O.V.  through the starlight-scope visor.

        Bright as a sunny day, though contrasty and lurid, we

        SEE the colony buildings.  Trash blows in the street.

        No other movement.


                           (voice over;


                    First squad up, on line.  Hicks,

                    get yours in a cordon.  Watch the



                    Vasquez, take point.  Let's move.

        Sprinting in a skirmish line, Apone's team advances on

        the colony main entry-lock.  Parked tightly across the

        doors are two heavy-duty tractors.  Vasquez reaches one

        of the tractors, looks inside.  The controls are ripped

        out, as if by a crowbar or axe.  She moves on.

        EXT. COLONY BUILDING                                     54

        Vasquez reaches the main doors, Drake flanking on the

        right.  Apone tries the door controls.  Nothing.


                    Sealed.  Hudson, run a bypass.

        Hudson, all business now, moves up and studies the

        door control panel.  He pries off the facing and starts

        clipping on the bypass wires.


                    First squad, assemble on me at

                    the main lock.

        The wind roars around the bleak structures.  A neon sign

        creaks overhead.  Hudson makes a connection.  The door

        shrieks in its tracks and rumbles aside.  It jams

        partway open.  Apone motions Vasquez inside.  She

        eases over the wrecked tractor, through the doors.

        The others follow.


                           (voice over;


                    Second team, move up.

                    Flanking positions.

        INT. COLONY - MAIN CONCOURSE                             55

        DOLLYING SLOWLY FORWARD, following Vasquez and Apone as

        they move into the broad corridor.  A few emergency

        lights are still on.  Wind moans along the concourse.

        Pools of water cover the floor.  Farther down, rain drips

        through blast holes in the ceiling.  Evidence of a

        fire fight with pulse-rifles.

        ON VASQUEZ  moving forward.  Taut.  Alert.  Her smart-gun

        cannon swinging slowly in an arc.  She studies the

        video aiming monitor, looking down rather than ahead.

        Their footsteps echo.

        INT. APC                                                 56

        Ripley watches as the bobbing images reveal the empty

        colony building.


                    Quarter and search by twos.  Second

                    team move inside.  Hicks, take the

                    upper level.  Use your motion


        INT. MAIN CONCOURSE - SECOND LEVEL                       57

        Hicks leads his squad up the stairwell to second level.

        They emerge cautiously.  An empty corridor recedes into

        the dim distance.  Hicks unslings a rugged piece of

        equipment.  Aims it down the hall.  He adjusts the

        "gain."  It remains silent.


                    Nothing.  No movement.

        They pass rooms and offices.  Through doors they see

        increasing signs of struggle.  Furniture overturned.

        Papers scattered...floating sodden in the puddles.

        INT. APC                                                 58

        Ripley et al watching.


                    Looks like my room in college.

        Nobody laughs.

        INT. SECOND LEVEL                                        59

        Hicks' group passes several burnt-out rooms.  There are

        no bodies.  In several offices the exterior windows are

        blown out, admitting wind and rain.  Hicks picks up a

        half-eaten donut beside a coffee cup overflowing with


        INT. LOWER LEVEL - QUARTERS                              60

        Apone's men are searching systematically in pairs.  They

        pass through the colonists' modest apartments, little

        more than cubicles.  Hudson, on tracker, flanks Vasquez

        as they move forward.  Hudson touches a splash of color

        on the wall.  Dried blood.  His tracker BEEPS.

        Vasquez whirls, cannon aimed.  The BEEPING grows more

        frequent as Hudson advances toward a half open door.  The

        door is splintered partway out of its frame.  Holes

        caused by pulse-rifle rounds pepper the walls.  Vasquez

        eases up to the door.  Kicks it in.  Tenses to fire.

        Inside, dangling from a piece of flex conduit, a

        junction-box swings like a pendulum in the wind from a

        broken window.  It clanks against the rails of a child's

        bunkbed as it swings.

        INT. DROP-SHIP - APC                                     61

        Ripley watches Hicks' monitor.


                    Wait!  Tell him to...

                           (plugs in

                           headset jack)

                    ...Hicks.  Back up.  Pan left.


        TIGHT ON MONITOR  as the image shifts, revealing a

        section of wall corroded almost through in an irregular


        TIGHT ON RIPLEY  knowing what it is.


                           (voice over;


                   You seeing this okay?  Looks


        Burke raises an eyebrow at Ripley.


                    Hmm.  Acid for blood.


                           (voice over;


                    Looks like somebody bagged them

                    one of Ripley's bad guys here.

        INT. FIRST LEVEL                                         62

        Hudson is looking at something.


                    Hey, if you like that, you're gonna

                    love this...

        WIDER ANGLE  showing the trooper standing beneath a

        gaping hole.  Another hole, directly beneath, is at his

        feet.  The acid has melted right down through two levels

        into the maintenance level.  Revealing pipes, conduit,

        equipment...eaten away by the ferocious substance.


                    Second squad?  What's your status?


                           (voice over;


                    Just finished our sweep.

                    Nobody home.


                           (to Gorman)

                    The place is dead, Sir.  Whatever

                    happened, we missed it.

        INT. APC                                                 63

        Gorman turns to the others.


                    All right, the area's secured.

                    Let's go in and see what their

                    computer can tell us.

                           (into mike)

                    First team head for operations.

                    Hudson, see if you can get their

                    CPU on line.  Hicks, meet me at

                    the south lock by the up-link


        INT. FIRST LEVEL                                         64


                           (voice over)

                    ...We're coming in.


                           (cupping his mike)

                    He's coming in.  I feel safer



                           (sotto voice)

                    Pendejo jerkoff.

        EXT. COLONY COMPLEX                                      65

        Lights arc across the dormant buildings as the APC turns

        onto the "main drag."  It trundles down the rutted

        street, throwing up sheets of filthy water as the

        massive wheels hit pondlike potholes.  Windblown rain

        lashes across the headlights.

        Hicks emerges from the south lock just as the APC rolls

        up close to the entrance.  The crew-door slides back.

        Gorman emerges, followed by Burke, Bishop, and

        Wierzbowski.  Burke looks back to see Ripley stop in the

        APC doorway, eyeing the ominous colony structure.  She

        meets his eyes.  Shakes her head "no."  Not ready.


                           (voice over;


                    Sir, the CPU is on-line.


                    Okay, stand by in operations.

                           (to those present)

                    Let's go.

        INT. APC                                                 66

        The crew-door cycles home with a clang.  Ripley sits in

        the dark interior, lit by the tactical displays.  The

        wind howls outside, an incredibly desolate sound.  She

        hugs herself.  Alone.  Unarmed.  She knows she's in a

        tank, but remembers the acid.  Leaps up.  Hits the door


        EXT. APC - SOUTH LOCK                                    67

        The crew-door opens and Ripley emerges.  In time to see

        the lock doors rumbling closed.




        The wind snatches her words away.  The crew door whines

        shut behind her.  She walks to the exterior lock

        door-controls and studies them.  She punches some

        unfamiliar buttons.  Nothing happens.  She looks really

        nervous, alone in the howling wind.  She hits another

        button.  The door-motors come to life and she relaxes

        a little.  Glances behind her.  AND SCREAMS!  There's

        a face right there!  Right at her shoulder.  She jumps

        back, gasping for breath.


                    Scare you?


                    Christ, Wierzbowski!


                    Sorry.  Hicks said to keep an

                    eye on you.

        He gestures for her to precede him inside.

        INT. CONTROL BLOCK CORRIDOR                              68

        Ripley catches up with the others as they move into the

        bowels of the complex.


                           (to Burke)

                    Looks like you company can write

                    off its share of this colony.



                    It's insured.

        ON RIPLEY  as they move along the corridor...reacting to

        the fact that she is back in alien country.  She sees

        the ravaged administration complex.  Fire-gutted offices.

        Hicks notices her looking around nervously.  He motions

        to big Wierzbowski with his eyes and the trooper casually

        falls in beside her on the other side, rifle at ready.

        a two-man protective cordon.  She glances at Hicks.  He

        winks, but so fast maybe it's something in his eye.

        Trooper Frost emerges from a side corridor ahead.


                    Sir, you should check this out...

        He leads the way into the corridor.

        INT. CORRIDOR                                            69

        This wing is completely without power.  The troopers

        switch on their pack lights and the beams illuminate

        a scene of devastation worse than they have seen.  Her

        expression reveals that Ripley is about to turn and flee.


                    Right ahead here...

        They approach a barricade blocking the corridor, a

        hastily welded wall of pipes, steel-plate, outer-door

        panels.  Acid holes have slashed through the floor and

        walls in several places.  The metal is scratched and

        twisted by hideously powerful forces, peeled back like

        a soup can on one side.  They squeeze through the


        INT. MEDICAL WING                                        70

        They pack-lights play over the devastation of the

        colonists' last ditch battle.  The equipment of the med

        labs has been uprooted to add to the barrier.  The walls

        are perforated by pulse-rifle fire and acid.  Scorched

        by untended fires to bare metal.  A few instruments glow

        with emergency power.


                    Last stand.


                    No bodies?


                    No, Sir.  Looks like it was a

                    helluva fight.

        TIGHT ON RIPLEY  transfixed by something.



                    Over there.

        The others turn and approach, seeing what she sees.  She

        has entered a second room, part of the med lab area.  In

        a storage alcove at near eye level stand seven

        transparent cylinders.  STASIS TUBES.  They glow faintly

        with an eerie violet light given off by the field which

        preserves the specimens inside.

        They look like jars containing SEVERED ARTHRITIC HANDS,

        the palsied fingers curled in a death-rictus.

        Structurally they are more like spiders with sickening

        translucent skin, a flacid scrotal body, gill-like

        organs underneath drifting in the suspension fluid.

        Something you definitely do not want on your face, for



                    Are these the same...?

        Ripley nods, unable to speak.  Burke leans closer in

        fascination.  His face almost touching one cylinder, is

        lit by its glow.


                    Watch it, Burke...

        The creature inside lunges suddenly, slamming against

        the glass.  Burke jumps back.  From the palm of the

        thing's handlike body emerges a pearl-escent TUBULE.

        like a tapered piece of intestine, which slithers

        tonguelike over the inside of the glass.  Then it

        retracts into a sheath between the "gills."


                           (to Burke)

                    It likes you.

        Only two of the creatures seem to pulse with life.

        Burke taps the other stasis cylinders but the

        hand-things remain inertly clenched.


                    These are dead.  There's just

                    the two alive.

        On top of each cylinder is a file folder.  Ripley takes

        a folder from above one of the live specimens.  Inside

        is a medical chart printout with handwritten entries.



                    Removed surgically before embryo

                    implantation.  Subject:  Marachuk,

                    John L.   Died during procedure.

                           (looking up)

                    They killed him getting it off.


                    Poor bastard.

        They are startled by a LOUD BEEP.  They turn.  Hicks

        is intent on his motion tracker, aimed back toward the

        shattered barricade.  BEEP.  BEEP.


                    Behind us.

        He gestures at the corridor they just passed through.


                    One of us?


                           (into headset)

                    Apone...where are your people?

                    Anybody in D-Block?


                           (voice over; filtered)

                    Negative.  We're all in Operations.

        Vasquez swings the smart-gun to ready position on

        its support arm, locking it with an authoritative

        CLICK.  She and Hicks head toward the source of the

        signal, the others following.

        INT. CORRIDOR                                            71

        Hicks' tracker is reading out more rapidly.  They

        turn into the kitchens, a stainless steel labyrinth.

        Ripley hangs back.  Then realizes there is nothing

        behind her but darkness.  She catches up to the group.

        INT. KITCHENS                                            72

        The troopers enter, their lights bouncing around the

        stainless steel surfaces.


                    It's moving.

        Vasquez is scanning, gaze intense.  The other troops

        grip their weapons tightly.


                    Which way?

        Hicks nods toward a complicated array of food

        processing equipment.  They move forward, weapons


        Ripley shuffles forward in the dark.  Wierzbowski

        trips over a metal cannister, sending it CLANGING.

        Ripley half climbs the wall.

        Hicks' tracker beeps steadily.  The beeps merge.

        Become a solid tone.  CRASH.  Something moves in the

        dark, toppling a rack of stockpots.

        ON VASQUEZ  pivoting smoothly to fire.  In the same

        instant Hicks' rifle slashes INTO FRAME.  Slams

        Vasquez' barrel upward.  A STREAM OF TRACER FIRE rips

        into the ceiling, the rounds SEARING LIKE LIGHTNING.


                    You fuck!

        Hicks ignores her, moving past and aiming his light

        under a row of steel cabinets.  He gestures to Ripley,

        who steps forward.  Trusting his judgment.  She

        crouches beside him.

        RIPLEY'S P.O.V.  lit by Hicks' pack-light...a tiny

        cowering figure.  A very dirty, very terrified

        NEWT JORDEN.  She clutches a plastic food packet in

        one hand, its top gnawed partway through.  In the other

        hand she grips the HEAD OF A LARGE DOLL, holding it by

        the hair.  Just the head.  Eyes staring.  Newt is

        pathetically emaciated...fragile-looking as Dresden

        china, her hair tangled and matted.



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

        Ripley moves toward her, reaching slowly under the

        cabinet.  Newt backs away, trembling visibly, her

        vision fixated like a rabbit blinded by headlights.

        Ripley's hand almost reaches her.

        The kid bolts like a shot, scuttling along beneath the

        cabinetry.  Ripley scrambles to follow...to keep her

        in sight.  Crabbing frantically sideways.  Hicks makes

        a grab, catching one tiny ankle.  He snaps his hand

        out a moment later.


                    Ow!  Shit.  Watchit, she bites.

        The girl reaches a ventilation duct set in the

        baseboard, its grille kicked out.  She scrambles

        inside, her tiny body barely fitting, wriggling like

        a fish.

        In his bulky armor Hicks knows he'll never make it

        into the tiny duct.  Ripley dives.  She squirms into

        the duct without thinking.  Just ahead she sees Newt

        enter a dark space and slam a steel hatch.  Ripley

        pushes the hatch open before the child can latch it,

        and crawls in after her.

        Newt is backed into a cul-de-sac in the tiny steel

        chamber.  Ripley shines her light around in amazement.

        It is a NEST.  A nest built by a child.  Wadded up

        blankets and pillows line the space, mixed up with a

        haphazard array of TOYS, STUFFED ANIMALS, DOLLS, CHEAP


        battery operated TAPE PLAYER.  All foraged from the

        wrecked colony.  Ripley marvels at the child's

        incredible adaptability, the ability to functions even

        in this nightmarish environment.

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

        Ripley grabs her, controlling her in a bear hug.  The

        kid struggles wildly, like a cat at the vets.  Eyes

        wide, hands lashing out in a frenzy...but silent.  No



                    It's okay, it's okay.  It's over...

                    you're going to be all right now...

                    it's okay...you're safe...

        Newt goes limp, almost catatonic.


        are white and trembling, her eyes track wildly and

        she flinches from unseen terrors.  We READ a dark

        nightmare world in her eyes.

        Ripley's light falls on something amidst the debris...

        a FRAMED PHOTOGRAPH of Newt, dressed up and smiling,

        a ribbon in her hair.  In embossed gold letters

        underneath it says:


                              REBECCA JORDEN

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

        sitting huddles in a chair, arms around her knees.

        Looking at a point in space.



                    What's her name again?




        WIDER ANGLE  REVEALING Gorman sitting in front of her

        while Dietrich watches the readouts from a

        BIO-MONITORING CUFF wrapped around Newt's tiny arm.


                    Now think, Rebecca.

                    Concentrate.  Just start at

                    the beginning...

        No response.  Ripley enters, carrying a coffee mug.


                    Where are your parents?  You

                    have to try...



                    Gorman!  Give it a rest would


        Gorman stands with a sigh of dismissal.


                    Total brain-lock.



                    Physically she's okay.

                    Borderline malnutrition, but

                    I don't think any permanent


        She unsnaps the bio-monitoring cuff.


                    Come on, we're wasting our


        Gorman and the others exit, leaving only Ripley with

        Newt.  Through the window of the office, out on the

        main floor of the operations room, we SEE Gorman

        join Burke and Bishop at a computer terminal.

        Ripley kneels beside Newt, brushing the girl's unkempt

        hair out of her eyes in a gentle, maternal fashion.


                    Here, try this.  A little

                    instant hot chocolate.

        She wraps the child's hands around the cup.  Raises

        it to her lips for her.  The girl drinks mechanically,

        spilling down her chin.



                    Poor thing.  You don't talk

                    much do you?  That's okay by

                    me.  Most people do a lot of

                    talking and they wind up not

                    saying very much.

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


                    Uh oh.  I made a clean spot

                    here.  Now I've done it.  Guess

                    I'll just have to do the whole


        She pours water from a squeeze bottle onto a small

        cloth and gently washes the little girl's face.

        Newt's eyes seem to focus on her for the first time.


                    Hard to believe...there's a

                    little girl under all this.

                    And a pretty one at that.

        Newt gazes at her.  Ripley smiles.

        INT. OPERATIONS                                          74

        The ground teams are gathered around a terminal in

        the computer center.  Hudson has the CPU main computer

        on-line and reading out.

        TIGHT ON MONITOR SCREEN  as an abstract of the main

        colony ground plan drifts across the screen.


        Hudson bashes at the keyboard, his fingers dancing



                           (to Gorman)

                    What's he scanning for?


                    PDT'S.  Personal-Data Transmitters.

                    Every adult colonist had one

                    surgically implanted.


                    If they're within twenty

                    klicks we'll read it out here,

                    but so far...zip.

        INT. OFFICE                                              75

        Ripley is washing Newt's tiny hands with a cloth,

        pink skin emerging from black grime.


                    I don't know how you managed

                    to stay alive but you're one

                    brave kid, Rebecca.

        Newt's voice is almost inaudible.



        Ripley leans closer.  Feels like she's breathing

        on coals.  The sound was incomprehensible.


                    What did you say?


                    Newt.  My n-name's Newt.

                    Nobody calls me Rebecca except

                    my dork brother.

        Ripley grins inanely, not wanting to move or speak...

        or break the spell.


                   Well, Newt it is then.  My

                   name's Ripley...and people

                   call me Ripley.

        Ripley picks up her tiny limp hand, shaking it



                   Pleased to meet you.  And who

                   is this?  Does she have a


        Newt glances at the disembodied doll, still clutched

        in one filthy hand.


                   Casey.  She's my only friend.


                   What about me?

        Newt's reply is flat, neutral.


                   I don't want you for a friend.


                   Why not?


                   Because you'll be gone soon,

                   like the others.  Like

                   everybody.  You'll be dead

                   and you'll leave me alone.

        Ripley gazes at her, chilled both by the ominous

        statement and by the situation which could have

        produced this outlook in a child.


                   Oh, Newt.  You mom and dad

                   went away like that, didn't


        Newt nods, staring at her knees.



                   They'd be here if they could,

                   honey.  I know they would.


                          (with cold certainty)

                   They're dead.


                   Newt.  Look at me...Newt.  I

                   won't leave you.  I promise.


                   You promise?


                   Cross my heart.


                   And hope to die?

        Ripley smiles grimly at the inadvertently macabre




                   And hope to die.

        And because she's a child, the darkest terrors, even

        the ones seen and not imagined, can still be banished

        by a smile and a single promise.

        Newt's eyes brim as she gazes at Ripley.  Her lower

        lip starts to tremble, and her face slowly deforms

        into an abject mask.  She sobs as she clamps her arms

        around Ripley's neck.  The sobs come in waves as

        Ripley rocks her, tears of suppresses terror and

        grief and hurt rolling down her face.  It is a


        Ripley closes her eyes, hoping that this promise

        can be kept.

        INT. OPERATIONS                                          76

        Everyone jumps as Hudson cries out triumphantly.


                   Hah!  Stop your grinnin' and

                   drop your linen!  Found 'em.




                   Unknown.  But, it looks like

                   all of them.  Over at the

                   processing station...sublevel

                   'C' under the south tower.

        TIGHT ON SCREEN  showing an amoebalike cluster of

        flashing blue dots clumped tightly in one area.


                   Looks like a Goddamn town



                   Let's saddle up.


                   Awright, let's go girls, they

                   ain't payin' us by the hour.

        EXT. ACHERON - TWILIGHT                                  77

        The APC roars across the stygian landscape, traversing

        the causeway which connects the colony to the

        ATMOSPHERE STATION a kilometer away.  Behind it the

        drop-ship settles to the ground at the colony landing


        PAN WITH THE APC TO REVEAL the massive structure.

        Like a vast foundry the conical exhaust tower

        flickers with spectral light.

        INT. APC                                                 78

        The troopers sit, more subdued now, swaying and

        bouncing in the heavily sprung vehicle.  Wierzbowski

        is in the saddle.  Ripley and Newt sit side by side

        just aft of the driver's cockpit.


                   I was the best at the game.

                   I knew the whole maze.


                   The 'maze'?  You mean the

                   air ducts?


                   Yeah, you know.  In the walls,

                   under the floor.  I was the

                   ace.  I could hide better

                   than anybody.


                   You're really something, ace.

        Ripley's gaze shifts out the windshield as the

        processing station looms ahead.

        EXT. APC/STATION                                         79

        The vast structure towers above the parked personnel

        carrier.  Deploying in front of the APC, backlit by

        its lights, the troopers cast long shadows.  They

        look ominous.  Hulking techno-samurai.

        The base of the station is a depthless maze of

        conduits and pressure vessels, like an oil refinery.

        Or a Dantean version of one.  The THRUM of

        functioning machine systems echoes through the



                          (voice over; static)

                   Forty meters in.  Ramp on

                   axial two-two.  Access to


        The troopers start down the open rampway.  Light

        filters down through several levels of steel mesh

        floor, catwalks and pipes.  Below that is darkness.


                          (voice over; static)

                   B-Level.  Next one down.

        The thrumming of machines grows louder as they


        INT. APC                                                 80

        Huddles around the screens are Ripley, Burke and

        Gorman.  Newt squeezes in from behind.  Gorman is

        doing his video wizard bit, dancing on the buttons.


                          (to team)

                   We're not making that out too

                   well.  What is it?


                          (voice over; static)

                   You tell me.  I only work


        INT. COMPLEX                                             81

        The group stands before a bizarre tableau.  Among

        the refinerylike lattice of pipes and conduits

        something new and not of human design had been


        It is a structure of some sort, extending from and

        crudely imitating the complex of plumbing, but made

        of some strange encrusted substance.  It vaguely

        resembles the chambered nests of swallows on a much

        larger scale, and it attenuates so gradually into

        the original hardware that it is hard to see where

        one ends and the other begins.

        The alien structure seems to extend far back into

        the complex of machinery.  The plant thrums loudly,

        its functioning seemingly not impaired.

        INT. APC                                                 82

        Ripley stares at the scene in dread fascination.


                   What is it?


                   I don't know.


                          (to team)

                   Proceed inside.

        INT. ALIEN STRUCTURE                                     83

        They enter the organic labyrinth, playing their

        lights over the walls.  Revealing a BIO-MECHANICAL

        LATTICE, like the marrow of some vast bone.  The air

        is thick with STEAM.  Trickling water.  The place

        seems almost alive.

        INT. APC                                                 84

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

        wall detail.



                   Oh God...


        bas-relief of detritus from the colony:  furniture,

        wiring, human bones, skulls...Fused together with a

        translucent, epoxylike substance.


                          (voice over; static)

                   Looks like some sort of secreted



                   They ripped apart the colony

                   for building materials.


                   And the colonists...When they

                   were done with them.


                   Newt, you better go sit up

                   front.  Go on.

        INT. ALIEN STRUCTURE                                     85

        Steam swirls around them as the troopers move deeper



                   Hotter'n hell in here.


                   Yeah...but it's a dry


        INT. APC                                                 86

        Ripley leans forward suddenly, studying the graphic

        readout of the STATION GROUND PLAN.


                   They're right under the

                   primary heat exchangers.


                   Yeah?  Maybe the organisms like

                   the heat, that's why they built...


                   That's not what I mean.  Gorman,

                   if your men have to use their

                   weapons in there, they'll rupture

                   the cooling system.



                   She's right.




                   So...then the fusion

                   containment shuts down.



                   So?  So?


                   We're talking thermonuclear






                   Apone, collect magazines

                   from everybody.  We can't

                   have any firing in there.

        INT. ALIEN STRUCTURE                                     87

        The troopers look at each other in dismay.


                   Is he fucking crazy?


                   What're we supposed to use,

                   man?  Harsh language?


                          (voice over; static)

                   Flame-units only.  I want

                   rifles slung.


                   Let's go.  Pull 'em out.

        He walks among the troopers, collecting the magazines

        from each one's weapon.

        Vasquez turns hers over reluctantly.

        The three who are carrying them get out small

        incinerator units.  When Apone moves on, Vasquez

        slips a spare magazine from concealment and inserts

        it in her weapon.  Drake does the same.  Hicks hangs

        back in the shadows.  He opens a cylindrical sheath

        attached to his battle-harness.  Slides out an

        old style PUMP TWELVE-GAUGE with a sawed-off butt

        stock.  Chambers a round.



                          to Hudson)

                   I always keep this handy.

                   For close encounter.



                   Let's move.  Hicks, back

                   us up.

        INT. LARGER CHAMBER                                      88

        The air is thick.  Lights flare.


                          (voice over;

                          very faint)

                   Any movement?

        Hudson watches his tracker, scanning.


                   Nothing.  Zip.

        Apone stops, his expression changing.  They face a

        wall of living horror.  The colonists have been

        brought here and entombed alive...

        COCOONS protrude from the niches and interstices

        of the structure.  The cocoon material is the same

        translucent epoxy.  The bodies are frozen in

        carelessly twisted positions.  Macabre image of

        frozen agony.  Many are disiccated.  Skeletal.

        Rip-cages burst outward, as if exploded from within.

        Paralyzed, brought here, entombed in living death

        as hosts for the embryos growing within then.

        Dietrich moves close to examine one of the figures,

        perhaps the most "recent."  A WOMAN, ghost-white

        and drained.  The WOMAN'S EYES SNAP OPEN...They

        seem to plead.



        The woman's lips move feebly.


                   Please...God...kill me.

        INT. APC                                                 89

        Ripley watches the woman, white knuckled.  The

        sound of RETCHING comes over the general frequency.

        INT. COCOON CHAMBER                                      90

        The woman begins to convulse.  She SCREAMS, a

        sawing shriek of mindless agony.


                   Flame thrower!  Move!

        Frost hands it to him.  Suddenly, the woman's chest

        EXPLODES in a gout of blood.  A SMALL FANGED HEAD


        Apone pulls the trigger.  Then the other troopers

        carrying flame throwers open fire.  An orgy of

        purging fire.  The cocoons vanish in the shimmering


        A SHRILL SCREECHING begins, like a siren made from

        fingernails on blackboards.

        ANGLE ON WALL  as something begins to emerge.  Dimly

        glimpsed, a glistening bio-mechanoid creature larger

        then a man.  Lying dormant, it had blended perfectly

        with the convoluted surface of fused bone.  The

        troopers don't see it.  Smoke from the burning cocoons

        quickly fills the confined space.  Visibility drops

        to zero.






                   Can't lock up...


                          (with an edge)

                   Talk to me, Hudson.


                   Uh, seems to be in front

                   and behind.

        INT. APC                                                 91

        Gorman is plating with the gain controls on the



                   We can't see anything back

                   here, Apone.  What's going on?

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

        terrifying and inevitable.



                   Pull you team out, Gorman.



        as they come alive.  Bonelike, tubelike shapes shift,

        becoming emerging ALIENS.  Dimly glimpsed...glints

        of slime.  Silhouettes.


                   Go to infrared.  Looks sharp


        The squad members snap down their image-intersifier



                   Multiple signals.  All round.


        Dietrich turns to retreat, her flamethrower held

        tightly.  A nightmarish silhouette materializes out

        of the smoke behind her!  It strikes like lightning.

        SEIZES HER.  She fires reflexively, wild.  The jet

        of flame engulfs Frost nearby.

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

        in the think smoke.

        INT. APC                                                 93

        Ripley watches Frost's monitor go black.  His

        bio-readouts flatten.  The other screens show glimpses

        of shimmering infrared silhouettes of the aliens, the

        images bobbing and panning confusedly.

        INT. COCOON CHAMBER                                      94

        Vasquez nods to Drake with grim satisfaction.


                   Let's rock.

        They OPEN UP simultaneously, lighting up the smoke

        like welders' arcs.


                          (voice over; static)

                   Who's firing?  I ordered a

                   hold fire, dammit!

        Vasquez rips off her headset.  She is riveted to the

        targetting screen, moving ferret-quick in a pivoting

        dance.  Thunder and lightning.  Better than sex for

        her.  FLASH-CRACK!  An alien SCREECH from the darkness.

        INT. APC                                                 95

        The battle of phantoms unfolds on the video screens.

        Ripley flinches as another scream comes over the

        open frequency.  Wierzbowski's monitor breaks up.

        His life signs plummet.  Voices blend and overlap.


                          (voice over)

                   Let's get the fuck out of



                          (voice over)

                   Not that tunnel, the other



                          (voice over)

                   You sure?  Watch it...behind

                   you.  Fucking move, will you!

        Gorman is ashen.  Confused.  Gulping for air like a

        grouper.  How could the situation have unravelled

        so fast?


                          (to Gorman)

                   GET THEM OUT OF THERE!  DO

                   IT NOW!


                   Shut up.  Just shut up!

        CRASH!  Crowe's telemetry cuts off like the plug was

        pulled.  Flat line.


                   Uh,...Apone, I want you to

                   lay down a suppressing fire

                   with the incinerators and

                   fall back by squads to the

                   APC, over.


                          (voice over;

                          heavy static)

                   Say again?  All after


        Ripley watches it fall apart.


                   I said...

        INT. COCOON CHAMBER                                      96

        Apone adjusts his headset.


                          (voice over;


                   ...lay down (garbled) ...by

                   squads to...(garbled)

        Gorman's voice breaks up completely.  A SCREAM.

        Apone whirls, uncertain.


                   Dietrich?  Crowe?  Sound

                   off!  Wierzbowski?

        Nothing.  He spins.  Almost blows Hudson's head




                   We're getting juked!  We're

                   gonna die in here!

        Apone hands him a magazine.  Hudson slaps it home,

        looking truly terrified.


                   Yeah.  Right.  Right!  Fuck

                   the heat exchanger!

        He FIRES.  Vasquez, nearby, is laying down a

        horrendous field of fire.  Strobe-bright flashes

        sear the darkness.  She pivots, firing mechanically

        in controlled bursts.  Scoring points in her own

        private video game.

        She SPINS as Hicks approached laterally.  WHAM!  She

        fires "at" him.  Hicks whirls...to see a nightmarish

        figure right behind him, catapulted backwards by

        Vasquez' blast.

        INT. APC                                                 97

        Apone's monitor SPINS CRAZILY AND GOES DARK.



                   I told them to fall back...



                   They're but off!  Do something!

        But he's gone.  Total brain-lock.

        TIGHT ON RIPLEY  as she struggles with a decision.

        She's terrified...of what she knows she's about to

        do.  But more than that, she's furious.  Shouldering

        past a paralyzed Gorman she runs up the aisle of the



                          (in passing)

                   Newt, put your seatbelt on!

        Ripley jumps into the driver's seat of the APC.  Takes

        a deep breath.  Starts slapping switches.


                   Ripley, what the hell...?

        She slams the tractor into gear.

        EXT. APC                                                 98

        as the drive-wheels spin on the wet ground.  The

        massive machine leaps forward.

        INT. APC                                                 99

        Ripley sees smoke pouring out of the complex ahead

        as she slides sideways onto the descending rampway.

        She slams the left and right drive-wheel actuators

        viciously, spinning the machine in a roaring pivot.

        Gorman lunges forward along the aisle, abandoning

        his command center.



                   What are you doing?  Turn

                   around!  That's an order!

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

        INT. ALIEN STRUCTURE                                    100

        The APC roars down into the smoky structure, tearing

        away outcroppings of alien-encrustation.  Ripley hits

        the floodlights.  Strobe-beacon.  Siren.  She homes

        on the flash of weapons fire ahead.

        INT. COCOON CHAMBER                                     101

        The APC crashes inside, showering debris.  Hicks,

        supporting a limping Hudson, appears out of the smoke.

        The APC pulls up broadside and Burke gets the crew-door


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

        they fall back.

        Drake goes empty, slams the buckles cutting loose his

        smart-gun harness, and unslings a flame thrower.

        Hicks pushes Hudson inside, leaps in after him and

        drags Vasquez inside, massive gear and all.  She sees

        a DARK SHAPE lunge toward Drake.  She fires one burst,

        prone.  Clean body hit.

        The flash lights up the hideous inhuman grin, blowing

        open the thing's thorax.  A spray of BRIGHT YELLOW

        ACID slashes across Drake's face and chest, eating

        into him like a hot knife through butter.  He drops

        in boiling smoke, reflexively triggering his flame


        The jet of liquid fire arcs around as he falls,

        engulfing the back half of the APC.

        INT. APC                                                102

        Vasquez rolls aside as a gout of napalm shoots

        through the crew-door, setting the interior on fire.

        Hicks is rolling the door closed when Vasquez lunges,

        clawing out the opening.  He stops her, dragging her



                   Drake!  He's down!

        Hicks screams right in her face.


                   He's gone!  Forget it, he's




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

        Burke and Hudson help him drag her from the door.


                          (to Ripley)

                   Let's go!

        Ripley jams reverse.  Nails the throttle.  The APC

        bellows backward up the ramp.  Hudson disappears

        under a pile of equipment as a storage rack breaks

        free.  Hicks gets the door almost closed.  Suddenly

        CLAWS appear at the edge.  Newt screams.  Against

        the combined efforts of Hicks, Burke and Vasquez

        the door is being SLOWLY WRENCHED OPEN FROM OUTSIDE.

        Hicks yells at a paralyzed Gorman.


                   Get on the Goddamn door!

        Gorman backs away, eyes wide.  Hicks jams his shoulder

        against the latching lever and frees one hand to raise

        his 12-gauge.  An alien head wedges through the opening,

        its hideous mouth opening.  And Hicks jams his SHOTGUN

        MUZZLE between its jaws and pulls the trigger!  BLAM!

        The creature is flung backward, its shattered head

        fountaining acid blood.  The spray eats into the door,

        the deck, hits Hudson on the arm.  He shrieks.  They

        slide the door home and dog it tight.

        EXT. APC                                                103

        The armored vehicle roars backward up the ramp.  Slams

        into a mass of conduit.  Tears free.  Ripley works the

        shifters, pivoting the massive machine.  Everybody's

        shouting, trying to put out the fire.  Pandemonium.

        INT./EXT. APC                                           104-


        Something lands on the roof with a metallic clang.

        Gorman has plastered himself against a wall, as far

        from the door as possible.  A latch lever behind his

        head turns.  The small hatch against which he was

        leaning is ripped away and SOMETHING snatches him out

        the opening  He disappears to the waist with a shriek,

        legs kicking.  The alien clings to the roof, pulling

        him out.  Its tail whips over, scorpionlike, and

        buries a four inch stinger in Gorman's shoulder.

        Hicks grabs a joy stick at the FIRE-CONTROL CONSOLE

        and turns it rapidly.  On the roof the alien looks up

        as servo-motors whir.  A remote control turret cannon,

        a 20mm chain-gun, swivels toward it in a curt arc.

        VOOM.  The creature is blasted off the vehicle's

        armored back and tumbles away.  Gorman, slumped

        unconscious, is dragged back inside.

        The APC rips away a section of catwalk and heads for

        clear air, its flank trailing fire like a comet.

        Ripley fights the controls as the big machine slews,

        broadsiding a control-room out-building.  Office

        furniture and splintered wall sections are strewn in

        the APC's wake.

        Suddenly, an alien arm arcs down, right in front of

        Ripley's face.  It smashes the windshield.  Glistening,

        hideous jaws lunge inside...

        Ripley recoils.  Face to face once again with the same

        mind-numbing horror.  She reacts instinctively.  Slams

        both sets of brakes with all her strength.  The huge

        wheels lock.  The creature flips off, landing in the

        headlights.  Ripley hits full throttle.  The APC roars

        forward, smashing over the abomination.  Its skeletal

        body is crushed under the massive wheels.  It rolls,

        tumbling...lost in the darkness behind as the machine

        thunders onto the causeway and away from the station.

        A sound like bolts dropped in a meat grinder is coming

        from the APC's rear end.  Hicks eases Ripley's hand

        back on the throttle lever.  Her grip is white knuckled.


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

                   clear.  Ease up.

        The grinding clatter becomes deafening even as she

        slows the machine.


                   Sounds like a blown transaxle.

                   You're just grinding metal.

        EXT. APC                                                106

        The tractor limps to a halt.  A HALF-KILOMETER from the

        atmosphere processing station.  The APC is a smoking,

        acid-scarred mess.

        INT. APC                                                107

        Ripley, still running on the adrenalin dynamo, spins

        out of her seat into the aisle.


                   Newt?  Where's Newt?

        Feeling a tug at her pants leg she looks down.  Newt

        is wedged into a tiny space between the driver's seat

        and a bulkhead.  She is trembling, and looks terrified,

        but it's not the basket case catatonia of before.


                   You okay?

        Newt gives her a THUMBS-UP, wan but stoic.  Ripley goes

        back to the others.  Hudson is holding his arm and

        staring in stunned dismay at nothing, playing it all

        back in his mind.


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


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


                          (jerking away)

                   I'm all right, leave it!

        Ripley joins Hicks who is bent over Gorman, checking

        for a pulse.


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


                   He's fucking dead!

        She grabs Gorman by the collar, hauling him up roughly,

        ready to pulp him with her other fist.


                          (to Gorman)

                   Wake up pendejo!  I'm gonna kill

                   you, you useless fuck!

        Hicks pushes her back.  Right in her face.


                   Hold it.  Hold it.  Back off, right


        Vasquez releases Gorman.  His head smacks the deck.

        Ripley opens Gorman's tunic, revealing a bloodless

        purple puncture wound.


                   Looks like it stung him.


                   Hey...hey!  Look, Crowe and

                   Dietrich aren't dead, man.

        They turn to see Hudson at the MTOB monitors, pointing

        at the bio-function screens.


                   They must be like Gorman.  Their

                   signs are real low but they ain't


        Hudson is pale, panicky, and his voice echoes around

        the tiny metallic space and comes back to all of them

        as the near hysteria they all feel, fluttering just

        at the edges of their minds.


                   You can't help them.  Right now

                   they're being cocooned just like

                   the others.



                   Oh, God.  Jesus.  This ain't


        Ripley and Vasquez lock eyes.  Ripley doesn't want

        it to be "I told you so" but Vasquez reads it that

        way.  She turns away with a snap.

        INT. MED LAB                                            108

        Bishop is hunched over an occular probe doing a

        dissection of one of the dead parasites.  Spunkmeyer

        enters with some electronics gear on a hand truck

        and parks it near Bishop's work table.


                   Need anything else?

        Bishop waves "no" without looking up.

        EXT. COLONY - DROP-SHIP                                 109

        Spunkmeyer emerges, crossing the Tarmac to the loading

        ramp of the ship.  As he nears the top of the ramp,

        his boot slips...skidding on something wet.  Kneeling,

        he touches a small puddle of thick slime.  He shrugs,

        and hits the controls to retract the ramp and close

        the doors.

        INT. APC                                                110

        ON VASQUEZ  wired and intense.


                   All right, we can't blow the fuck

                   out of them...why not roll some

                   canisters of CN-20 down there.

                   Nerve gas the whole nest?


                   Look, man, let's just bug out and

                   call it even, okay?


                          (to Vasquez)

                   No good.  How do we know it'll

                   effect their biochemistry?  I say

                   we take off and nuke the entire

                   site from orbit.  It's the only

                   way to be sure.


                   Now hold on a second.  I'm not

                   authorizing that action.


                   Why not?

        Burke senses the challenge in her tone and backpedals

        flawlessly into conciliatory mode.


                   Well, I mean...I know this is an

                   emotional moment, but let's not

                   make snap judgments.  Let's move

                   cautiously.  First, this physical

                   installation had a substantial

                   dollar value attached to it --


                   They can bill me.  I got a tab

                   running.  What's second?


                   This is clearly an important

                   species we're dealing with here.

                   We can't just arbitrarily

                   exterminate them --




                   Yeah, bullshit.  Watch us.


                   Maybe you haven't been keeping up

                   on current events, but we just got

                   out asses kicked, pal!

        Ripley faces Burke squarely and she's not pleased.


                   Look, Burke.  We had an agreement.

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

        from the others.


                   I know, I know, but we're dealing

                   with changing scenarios here.  This

                   thing is major, Ripley.  I mean

                   really major.  You gotta go with

                   its energy.  Since you are the

                   representative of the company who

                   discovered this species your

                   percentage will naturally be

                   some serious, serious money.

        Ripley stares at his like he's a particularly

        disagreeable fungus.


                   You son of a bitch.



                   Don't make me pull rank, Ripley.


                   What rank?  I believe Corporal Hicks

                   has authority here.


                   Corporal Hicks!?


                   This operation is under military

                   jurisdiction and Hicks is next in

                   chain of command.  Right?


                   Looks that way.

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


                   Look, this is a multimillion

                   dollar operation.  He can't make

                   that kind of decision.  He's just

                   a grunt!

                          (glances at Hicks)

                   No offense.



                   None taken.

                          (into mike)

                   Ferro, you copying?


                          (voice over; static)

                   Standing by.


                   Prep for dust-off.  We're gonna

                   need an immediate evac.

                          (to Burke)

                   I think we'll take off and nuke

                   the site from orbit.  It's the

                   only way to be sure.

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



                   This is absurd!  You don't have

                   the authority to --

        CLACK!  The sound of a rifle bolt snapping home

        truncates his rant.  Vasquez has a pulse-rifle cradled,

        not exactly aimed at Burke but not exactly aimed away

        either.  Her expression is masklike.  End of discussion.

        Ripley sits behind Newt, putting her arm around her.


                   We're going home, honey.

        EXT. DROP-SHIP                                          111

        The ship rises through the spray thrown up by the

        downblast of the VTOL jets, hovering above the complex

        like a huge insect, its searchlights blazing.

        EXT. APC                                                112

        The group is filing out of the personnel carrier, which

        is clearly a write off.  Hicks and Hudson have Gorman

        between them, and the others emerge into the wind.

        They watch the ship roar in on its final approach.

        INT. DROP-SHOP COCKPIT                                  113

        Ferro flicks the intercom switch several times.  Thumps

        her headset mike.


                   Spunkmeyer?  Goddammit.

        The compartment door behind her slides slowly back.



                   Where the fu --

        Her eyes widen.  It's not Spunkmeyer.

        Am impression of leering jaws which blur forward, then

        a whirl of motion and a truncated scream.  The throttle

        levers are slammed forward in the melee.

        EXT. APC - LANDSCAPE - STATION                          114

        They watch in dismay as the approaching ship dips and

        VEERS WILDLY.  Its main engines ROAR FULL ON and the

        craft accelerates toward them even as it loses altitude.

        It skims the ground.  Clips a rock formation.  The

        ship slews, sideslipping.  It hits a ridge.  Tumbles,

        bursting into flame, breaking up.  It arcs into the

        air, end over end, a Catherine wheel juggernaut.



        She grabs Newt and sprints for cover as a tumbling

        section of the ship's massive engine module slams

        into the APC and it explodes into twisted wreckage.

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



        The remainder of the ground team watches their hopes

        of getting off the planet, and most of their superior

        fire power, reduced to flaming debris.

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



                   Well that's great!  That's just

                   fucking great, man.  Now what the

                   fuck are we supposed to do, man?

                   We're in some real pretty shit now!


                   Are you finished?

                          (to Ripley)

                   You okay?

        She nods.  She can't disguise her stricken expression

        when she looks at Newt, but the little girl seems

        relatively calm.  She shrugs with fatalistic acceptance.


                   I guess we're not leaving, right?


                   I'm sorry, Newt.


                   You don't have to be sorry.  It

                   wasn't your fault.


                          (kicking rocks)

                   Just tell me what the fuck we're

                   supposed to do now.  What're we

                   gonna do now?



                   May be could build a fire and

                   sing songs.


                   We should get back, 'cause it'll

                   be dark soon.  They come mostly

                   at night.  Mostly.

        Ripley follows Newt's look to the AP station looming

        in the twilight, the burning drop-ship wreckage jammed

        into its basal structure.

        EXT. CONTROL BLOCK - NIGHT                              115

        The wind howls mournfully around the metal buildings,

        dry and cold.

        INT. OPERATIONS                                         116

        The weary and demoralized group is gathered to take

        stock of their grim options.  Vasquez and Hudson are

        just setting down a scorched and dented packing case,

        one of several culled from the APC wreckage.

        Hicks indicates their remaining inventory of weapons,

        lying on a table.


                   This is all we could salvage.  We've

                   got four pulse-rifles with about

                   fifty rounds each.  Not so good.

                   About fifteen M-40 grenades and

                   two flame throwers less than

                   half full...one damaged.  And

                   We've got four of these

                   robot-sentry units with scanners

                   and display intact.

        He opens one of the scorched cases, revealing a

        high-tech servo-actuated machine gun with optical

        sensing equipment, packed in foam.


                   How long after we're declared

                   overdue can we expect a rescue?


                   About seventeen days.


                   Man, we're not going to make it

                   seventeen hours!  Those things

                   are going to come in here, just

                   like they did before, man...

                   they're going to come in here

                   and get us, man, long before...


                   She survived longer than that

                   with no weapons and no training.

        Ripley indicates Newt, who salutes Hudson smartly.


                   So you better just start dealing

                   with it.  Just deal with it,

                   Hudson...because we need you and

                   I'm tired of your bullshit.  Now

                   get on a terminal and call up some

                   kind of floor plan file.

                   Construction blueprints,

                   maintenance schematics, anything

                   that shows the layout of this

                   place.  I want to see air ducts,

                   electrical access tunnels,

                   subbasements.  Every possible way

                   into this wing.

        Hudson gathers himself, thankful for the direction.

        Hicks nods approval of her handling of it.


                   Aye-firmative.  I'm on it.


                   I'll be in medical.  I'd like to

                   continue my analysis.


                   Fine.  You do that.

        INT. OPERATIONS                                         117

        Burke, Ripley, Hudson and Hicks are bent over a large

        HORIZONTAL VIDEOSCREEN, like an illuminated chart table.

        Newt hops from one foot to the other to see.


                   This service tunnel is how they're

                   moving back and forth.


                   Yeah, right, it runs from the

                   processing station right into

                   the sublevel here.

        He traces a finger along the abstract ground plan.


                   All right.  There's a fire door

                   at this end.  The first thing we

                   do is put a remote sentry in the

                   tunnel and seal that door.


                   We gotta figure on them getting

                   into the complex.


                   That's right.  So we put up

                   welded barricades at these



                   ...and seal these ducts here

                   and here.  Then they can only

                   come at us from these two

                   corridors and we create a free

                   field of fire for the other

                   two sentry units, here.

        Hicks contemplates her game plan and raises his hand,



                   Outstanding.  Then all we need's

                   a deck of cards.  All right, let's

                   move like we got a purpose.




                          (imitating Hudson)


        INT. SERVICE TUNNEL - SUBLEVEL                          118

        A long straight service tunnel, lined with conduit,

        seems to go on forever.  Vasquez and Hudson have

        finished setting up two of the robot sentry guns on

        tripods in the tunnel.




        She hurls a wastebasket down the tunnel, into the

        automatic field of fire.  The sentry guns swivel

        smoothly, the wastebasket bounces once...and is riddled

        by two quick bursts of EXPLODING 10MM ROUNDS into

        dime-sized shrapnel.  They retreat behind a heavy steel

        FIRE DOOR which they roll closed on its track.  Vasquez,

        using a PORTABLE WELDING TORCH, begins sealing the door

        to its frame, as Hudson paces nervously.


                   Hudson here.  A and B

                   sentries are in place and

                   keyed.  We're sealing the


        INT. SECOND LEVEL CORRIDOR                              119

        Hicks pauses in his work.


                          (into mike)


        He and Ripley are covering an air duct opening with

        a metal plate, welding it in place, showering sparks

        in the dark corridor.  Behind them Burke and Newt

        are moving back and forth with cartons of food on a

        hand truck, stacking it inside the operations center.

        Hicks sets down his welder and pulls a small object

        out of a belt pouch.  A braceletlike EMERGENCY



                   Here, put this on.  Then

                   I can locate you anywhere

                   in the complex on this --

        He indicates a tiny TRACKER hooked to his battle

        harness.  He shrugs, a little self-consciously.


                   Just a...precaution.  You


        Ripley pauses for a moment, regarding him




                          it on)



                   Uh, what's next?

        She consults a printout of the floor plan.

        EXT. CONTROL BLOCK                                      120

        The wind has died utterly and in the even more eerie

        stillness a diffuse mist has rolled into shroud

        the complex.  Visibility is low in the fog.

        Everything looks underwater.  There is no movement.

        INT. CORRIDOR                                           121

        In the barricaded corridor sentry-gun "C" sits waiting,

        its "ARMED" light flashing green.  Through a hole

        torn in the ceiling at the far end of the corridor

        the fog swirls in.  Water drips.  An expectant hush.

        INT. MED LAB ANNEX - OPERATING ROOM                     122

        Ripley carries an exhausted Newt through the inner

        connecting rooms of the medical wing.  She reaches

        an OPERATING ROOM which is small but very high-tech

        ...vaultlike metal walls, strange equipment.

        Several metal cots have been set up, displacing O.R.

        equipment which is pushed into one corner.

        Newt is resting her head on Ripley's shoulder, barely

        awake...out of steam.  Ripley sets her on one of

        the cots and Newt lies down.


                   Now you just lie here and

                   have a nap.  You're exhausted.


                   I don't want to...I have

                   scary dreams.

        This obviously strikes a chord with Ripley, but she

        feigns cheerfulness.


                   I'll bet Casey doesn't have

                   bad dreams.

        Ripley lifts the doll's head from Newt's tiny fingers

        and looks inside.  It is, of course, empty.


                   Nothing bad in here.  Maybe

                   you could just try to be like


        Ripley closes the doll's eyes and hands her back.

        Newt rolls her eyes as if to say "don't pull that

        five-year-old shit on me, lady.  I'm six."


                   Ripley...she doesn't have

                   bad dreams because she's just

                   a piece of plastic.


                   Oh.  Sorry, Newt.


                   My mommy always said there

                   were no monsters.  No real

                   ones.  But there are.

        Ripley's expression becomes sober.  She brushes damp

        hair back from the child's pale forehead.



                   Yes, there are, aren't there.


                   Why do they tell little kids


        Newt's voice reveals her deep sense of betrayal.

        She's seen that the world can be just as terrifying

        as her most primal child's nightmare if not more

        so, and that's a lot worse than finding out there is

        no Santa.


                   Well, some kids can't handle

                   it like you can.


                   Did one of those things grow

                   inside her?

        Ripley begins pulling blankets up an tucking them in

        around her tiny body.


                   I don't know, Newt.  That's

                   the truth.


                   Isn't that how babies come?

                   I mean people babies...they

                   grow inside you?


                   No, it's different, honey.


                   Did you ever have a baby?


                   Yes.  A little girl.


                   Where is she?





                   You mean dead.

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

        She turns, reaching for a PORTABLE SPACE HEATER

        sitting nearby, and slides it closer to the bed.  She

        switches it on.  It HUMS and emits a cozy orange



                   Ripley, I was just thinking...

                   Maybe I could do you a favor and

                   fill in for her.  Just for a

                   while.  You can try it and if

                   you don't like it, it's okay.

                   I'll understand.  No big deal.

                   Whattya think?

        Ripley gazes at her a long time before answering...

        a conflict between the urge to crush the child to her

        in a forever hug and the knowledge that neither of them

        may see another dawn.


                   I think it's not the worst idea

                   I've heard all day.  Let's talk

                   about it later.

        She switches off the light and starts to rise.  Newt

        grabs her arm.  A plaintive voice in the dark.


                   Don't go!  Please.


                   I'll be right in the other

                   room, Newt.  And look...I can

                   see you on that camera right

                   up there.

        Newt looks at the VIDEO SECURITY CAMERA above the door.

        Ripley unsnaps the TRACKER BRACELET given to her by

        Hicks and puts it on Newt's tiny wrist, cinching it



                   Here.  Take is for luck.  Now

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

        Ripley walks away and Newt rolls on her side, hugging

        Casey and gazing at the hypnotically pulsing function

        light on the bracelet.  The space heater hums


        INT. MED LAB                                            123

        ECU Gorman, his eyelids slitted open like those of a

        corpse, but with the eyes tracking erratically.  The

        only sign of life.


                          (voice over)

                   How is he?

        Ripley stands over the Lieutenant, who is lying

        motionless on an examining table.  Bishop looks up

        from his instruments nearby, the light of a single

        gooseneck lamp giving his features a macabre cast.


                   I've isolated a neuro-muscular

                   toxin responsible for the

                   paralysis.  It seems to be

                   metabolizing.  He should wake

                   up soon.


                   Now let me get this straight.

                   The aliens paralyzed the colonists,

                   carried them over there,

                   cocooned them to be hosts for

                   more of those...

        Ripley points at the stasis cylinders containing the

        face-hugger specimens.


                   Which would mean lots of

                   those parasites, right?  One

                   for each person...over a hundred

                   at least.


                   Yes.  That follows.


                   But these things come from

                   eggs...so where are all the

                   eggs coming from.


                   That is the question of the

                   hour.  We could assume a parallel

                   to certain insect forms who

                   have hivelike organization.

                   An ant of termite colony, for

                   example, is ruled by a single

                   female, a queen, which is the

                   source of new eggs.


                   You're saying one of those things

                   lays all the eggs?


                   Well, the queen is always physically

                   larger then the others.  A

                   termite queen's abdomen is so

                   bloated with eggs that it can't

                   move at all.  It is fed and tended

                   by drone workers, defended by

                   the warriors.  She is the center

                   of their lives, quite literally

                   the  mother of their society.


                   Could it be intelligent?


                   Hard to say.  It may have been

                   blind instinct...attraction to

                   the heat of whatever...but she

                   did choose to incubate her eggs

                   in the one spot where we couldn't

                   destroy her without destroying

                   ourselves.  That's if she exists,

                   of course.

        Ripley ponders the ramifications of Bishop's analysis.



                   I want those specimens destroyed

                   as soon as you're done with them.

                   You understand?

        Bishop glances at the creatures, pulsing malevolently

        in their cylinders.


                   Mr. Burke have instructions

                   that they were to be kept alive

                   in stasis for return to the

                   company labs.  He was very specific.

        Ripley feels the fabric of her self-restraint tearing.

        She slaps the intercom switch.



        INT. MED LAB ANNEX                                      124

        In a small observation chamber separated from the med

        lab by a glass partition, Ripley and Burke have

        squared off.


                   Those specimens are worth

                   millions to the bio-weapons

                   division.  Now, if you're smart

                   we can both come out of this

                   heroes.  Set up for life.


                   You just try getting a dangerous

                   organism past ICC quarantine.

                   Section 22350 of the Commerce Code.


                   You've been doing your homework.

                   Look, they can't impound it if

                   they don't know about it.


                   But they will know about it, Burke.

                   From me.  Just like they'll know

                   how you were responsible for the

                   deaths of one hundred and fifty-seven

                   colonists here --


                   Now, wait a second --


                          (stepping on him)

                   You sent them to that ship.  I

                   just checked the colony log...

                   directive dates six-twelve-seventy-nine.

                   Signed Burke, Carter J.

        Ripley's fury is peaking, now that the frustration and

        rage finally have a target to focus on.


                   You sent them out there and you

                   didn't even warn them, Burke.

                   Why didn't you warn them?


                   Look, maybe the thing didn't even

                   exist, right?  And if I'd made it

                   a major security situation, the

                   Administration would've stepped

                   in.  Then no exclusive rights,


        He shrugs, his manner blase, dismissive.


                   It was a bad call, that's all.

        Ripley snaps.  She slams him against the wall, surprising

        herself and him, her hands gripping his collar.


                   Bad call?  These people are fucking

                   dead, Burke!  Well, they're going

                   to nail your hide to the shed...

                   and I'll be there when they do.

        She steps back, shaking, and looks at him with utter

        loathing, as if the depths of human greed are a far

        more horrific revelation than any alien.



                   I expected more of you, Ripley.

                   I thought you would be smarter

                   than this.


                   Sorry to disappoint you.

        She turns away and strides out.  The door closes.

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

        INT. CORRIDOR                                           125

        Ripley is walking toward operations when a STRIDENT

        ALARM begins to sound.  She breaks into a run.

        INT. OPERATIONS                                         126

        Ripley double-times it to Hicks' TACTICAL CONSOLE

        where Hudson and Vasquez have already gathered.  Hicks

        slaps a switch, killing the alarm.


                   They're coming.  They're in

                   the tunnel.

        The TRILLING of the motion sensor remains, speeding up.

        TWO RED LIGHTS on the tactical display light up

        simultaneously with an echoing crash of gunfire which

        vibrates the floor.


                   Guns A and B.  Tracking and firing

                   on multiple targets.

        The RSS guns pound away, echoing through the complex.

        Their separate bursts overlap in an irregular rhythm.

        A counter on the display counts down the number of

        rounds fired.


                   They must be wall to wall in

                   there.  Look  at those ammo counters

                   go.  It's a shooting gallery down


        INT. SERVICE TUNNEL - TIGHT ON RSS GUNS                 127

        blasting stroboscopically in the tunnels.  Their barrels

        are overheating, glowing cherry red.  One CLICKS empty

        and sits smoking, still swiveling to track targets it

        can't fire upon.

        INT. OPERATIONS                                         128

        The digital counter on B gun reads zero.


                   B gun's dry.  Twenty on A.

                   Ten.  Five.  That's it.

        SILENCE.  Then a GONGLIKE BOOMING echoes eerily up from



                   They're at the fire door.

        The BOOMING INCREASES in volume and ferocity.


                   Man, listen to that.

        Mixed with the echoing crash-clang is a nerve-wrecking

        SCREECH of claws on steel.  The intercom buzzes,

        startling them.


                          (voice over)

                   Bishop here.  I'm afraid I have

                   some bad news.


                   Well, that's a switch.

        INT. OPERATIONS - MINUTES LATER                         129

        Everyone, including Bishop, is crowded at the window,

        intently watching the AP station which is a dim

        silhouette in the mist.  Suddenly a column of flame,

        like an acetylene torch, jets upward from the complex

        at the base of the cone.


                   That's it.  See it?  Emergency



                   How long until it blows?


                   I'm projecting total systems

                   failure in a little under four

                   hours.  The blast radius will be

                   about thirty kilometers.  About

                   equal to ten megatons.


                   We got problems.


                   I don't fucking believe this.

                   Do you believe this?


                   And it's too late to shut it down?


                   I'm afraid so.  The crash did too

                   much damage.  The overload is

                   inevitable, at this point.


                   Oh, man.  And I was gettin' short,

                   too!  Four more weeks and out.

                   Now I'm gonna buy it on this fuckin'

                   rock.  It ain't half fair, man!


                   Hudson, give us a break.

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



                          (to Hicks)

                   We need the other drop-ship.  The

                   on one the Sulaco.  We have to

                   bring it down on remote, somehow.


                   How?  The transmitter was on the

                   APC.  It's wasted.



                   I don't care how!  Think of a

                   way.  Think of something.


                   Think of what?  We're fucked.


                   What about the colony transmitter?

                   That up-link tower down at the

                   other end.  Why can't we use that?


                   I checked.  The hard wiring

                   between here and there was severed

                   in the fighting.

        Ripley is wound up like a dynamo, her mind spinning out

        options, grim solutions.


                   Well then somebody's just going

                   to have to go out there.  Take a

                   portable terminal and go out there

                   and plug in manually.


                   Oh, right!  Right!  With those

                   things running around.  No way.



                   I'll go.




                   I'm really the only one qualified

                   to remote-pilot the ship anyway.

                   Believe me, I'd prefer not to.  I

                   may be synthetic but I'm not stupid.


                   All right.  Let's get on it.  What'll

                   you need?


                   Listen.  It's stopped.

        They listen.  Nothing.  An instant later comes the

        HIGH-PITCHED TRILLING of a motion-sensor alarm.  Hicks

        looks at the tactical board.


                   Well, they're into the complex.

        INT. MED LAB                                            130

        One of the acid holes from the colonists' siege has

        yielded access to subfloor conduits.  Bishop lying in

        the opening, reaches up to graph the portable terminal

        as Ripley hands it down to him.  He pushes it into

        the constricted shaft ahead of him.  She then hands him

        a small satchel containing tools and assorted patch

        cables, a service pistol and a small cutting torch.


                   This duct runs almost to the

                   up-link assembly.  One hundred

                   eighty meters.  Say, forty minutes

                   to crawl down there.  One hour

                   to patch in and align the antenna.

                   Thirty minutes to prep the ship,

                   then about fifty minutes flight time.

        Ripley looks at her watch.


                   It's going to be closer.  You

                   better get going.



                   See you soon.

        She squirms into the shaft, pushing the equipment along

        ahead of him with a scraping rhythm.  The diameter of

        the conduit is barely larger than the width of his

        shoulders.  Vasquez slides a metal plate over the hole

        and begins spot welding it in place.

        INT. CONDUIT                                            131

        Bishop looks back as the welder seals him in.  He sighs

        fatalistically and squirms forward.  Ahead of him the

        conduit dwindles straight to seeming infinity.  Like

        being in the bore of a very long Howitzer.

        INT. MED LAB                                            132

        Ripley jumps as an ALARM suddenly blares through the



                          (voice over)

                   They're in the approach corridor.


                          (into mike)

                   On my way.

        Ripley jumps up, unslinging a FLAMETHROWER from her

        shoulder in one motion, and sprints for Operations with

        Vasquez.  The sound of SENTRY GUNS opening up in

        staccato bursts echoes from close by.

        INT. OPERATIONS                                         133

        Ripley runs to the tactical console where Hicks is

        mesmerized by the images from the surveillance cameras.

        The flashes of the sentry guns flare out the sensitive

        video, but impressions of figures moving in the smoky

        corridor are occasionally visible.  The robot sentries

        hammer away, driving streamers of tracer fire into

        the swirling mist.


                   Twenty meters and closing.

                   Fifteen.  C and D guns down

                   about fifty percent.

        The digital readout whirl through descending numbers.

        An inhuman SHRILL SCREECHING is audible between bursts

        of fire.


                   Now many?


                   Can't tell.  Lots.  D gun's

                   down to twenty.  Ten.  It's out.

        Then the firing from the remaining guns stop abruptly.

        The video image is a swirling wall of smoke.  Small fires

        burn, dim glows in the mist.  There are black and

        twisted shapes, and pieces of twisted shapes, scattered

        at the edge of visibility.  However, nothing emerges

        from the wall of smoke.  The motion sensor TONE shuts off.


                   They retreated.  The guns stopped


        The moment stretches.  Everyone exhales slowly.


                   Yeah.  But look...

        The digital counters for the two sentry guns read "0"

        and "10" respectively.  Less than a second's worth of



                   Newt time then can walk right

                   up and knock.


                   But they don't know that.  They're

                   probably looking for other ways

                   to get in.  That'll take them awhile.


                   Maybe we got 'em demoralized.


                          (to Vasquez

                          and Hudson)

                   I want you two walking the perimeter.

                   I know we're all in strung out

                   shape but stay frosty and alert.

                   We've got to stop any entries before

                   they get out of hand.

        The two troopers nod and head for the corridor.  Ripley

        sighs and picks up a cup of cold coffee, draining it in

        one gulp.


                   How long since you slept?

                   Twenty-four hours?

        Ripley shrugs.  She seems soul weary, drained by the

        nerve-wracking tension.  When she answers, her voice

        seems distant, detached.



                   They'll get us.


                   Maybe.  Maybe not.


                   Hicks, I'm not going to wind up like

                   those others.  You'll take care of

                   it won't you, it if comes to that?


                   If it comes to that, I'll do us

                   both.  Let's see that it doesn't

                   Here, I'd like to introduce you to

                   a close personal friend of mine.

        He picks up his pulse-rifle and with the casually precise

        movements of long practice he snaps open the bolt, drops

        out the magazine and hands it to her.


                   M-41A 10mm pulse-rifle, over and

                   under with a 30mm pump-action

                   grenade launcher.

        Ripley hefts the weapon.  It is heavy and awkward.  But

        there is an irrational promise of security in its lethal

        cold steel lines, to at least the sense that she will

        be in some greater measure the master of her own fate.

        She raises it clumsily.


                   What do I do?

        INT. CONDUIT                                            134

        Bishop is in claustrophobic limbo between two echoing

        infinities.  The pipe rings with his scraping advance.

        He approaches an irregular hole which admits a tiny

        shaft of light.  He puts his eyes up to the acid-etched


        HIS P.O.V.  as drooling jaws flash toward us, SLAMMING

        against the steel with a vicious scraping SNAP.

        Bishop flattens himself away from the opening and

        inches along, looking pale and strained.  He glances at

        his watch.

        INT. OPERATIONS                                         135

        Ripley has the stock of the M-41A snugged up to her cheek

        and is awkwardly trying to keep up with Hicks'

        instructions.  The Corporal is standing close behind her,

        positioning her arms.  It's intimate but that's the

        last thing on their minds.


                   Just pull it in real right.  It

                   will kick some.  When the counter

                   here heads zero, hit this...

        He thumbs a button and the magazine drops out, clattering

        on the floor.


                   Just let it drop right out.  Get

                   the other one in quick.  Just

                   slap it in hard, it likes abuse.

                   Now, pull the bolt.



                   You're ready again.

        Ripley repeats the action, not very smoothly.  Her hands

        are trembling.  She indicates a stout TUBE underneath

        the slender pulse-rifle barrel.


                   What's this?


                   Well, that's the grenade launcher

                   ...you probably don't want to

                   mess with that.


                   Look, you started this.  Now show

                   me everything.  I can handle myself.


                   Yeah.  I've noticed.

        INT. CORRIDOR                                           136

        DOLLYING WITH Ripley walking down the corridor, now

        carrying the newfound friend, the M-41A.  Gorman steps

        out of the door to the med lab, looking weak but sound.

        Burke is right behind him.


                   How do you feel?


                   All right, I guess.  One hell

                   of a hangover.  Look, Ripley...



                   Forget it.

        She shoulders by him into the med lab.  Gorman turns to

        see Vasquez staring at him with cold, slitted eyes.


                   You still want to kill me?


                          (turning away)

                   It won't be necessary.

        INT. MED LAB - ANNEX                                    137

        Ripley crosses the deserted lab, passing through the

        annex to the small O.R. where she left Newt.

        INT. MED LAB - O.R.                                     138

        Entering the darkened chamber, Ripley looks around.

        Newt is nowhere to be seen.  On a hunch she kneels down

        and peers under the bed.  Newt is curled up there,

        jammed as far back as she can get, fast asleep.  Still

        clutching "Casey."

        Ripley stares at Newt's tiny face, so angelic despite

        the demons that have chased her through her dreams and

        the reality between dreams.  Ripley lays the rifle on

        top of the cot and crawls carefully underneath.  Without

        waking the little girl, she slips her arms around her.

        Ripley becomes merely the larger of two children huddling

        together in the darkness under their bed.

        Newt's face contorts with the externalization of some

        tormented dreamscape.  She cries out, a vague inarticulate

        plea.  Ripley rocks her gently.


                   There, there.  Sssshh.  It's all


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

        A VIEW OF the processing station from the colony landing

        platform.  A rising wind is clearing out the low fog and

        the silhouette of the station grows sharper.  Several

        systems of high pressure conduits at the base of the

        conical tower are actually glowing dull red with heat in

        the darkness.  High voltage discharges arc around the

        upper latticework, lighting the blighted landscape

        with irregular glaring flashes.

        PAN ONTO BISHOP, F.G.  hunched against the wind at the

        base of the telemetry tower.  He has a TEST-BAY PANEL

        open and the portable terminal patched in.  His jacket

        is draped over the keyboard and monitor unit to protect

        it from the elements and he is typing frenetically.


                          (to himself)

                   Now, if I did it right...

        He punches a key marked "ENABLE."

        INT. SULACO CARGO LOCK - IN ORBIT                       140

        The drop bay is empty and silent, with the remaining

        ship brooding in the shadows.  A KLAXON sounds and

        rotating clearance lights come on.  Hydraulics whine

        to life.  Drop-ship two moves out on its overhead track

        and is lowered into the drop bay fro launch-prep.

        Service booms and fueling couplers move in automatically

        around the hull.  A recorded announcement echoes across

        the huge chamber.

                                  FEMALE VOICE

                   Attention.  Attention.  Automatic

                   fueling operations have begun.

                   Please extinguish all smoking



        as she awakens with a start.  She checks her watch...

        an hour has passed.  She gently disengages herself from

        Newt and is about to crawl out from beneath the cot

        when she sees something and FREEZES.

        Across the room, just inside the door to the med lab,

        are two innocuous but nonetheless chilling objects.

        TWO STASIS CYLINDERS.  Their tops are hinged open, and

        the suspension fields are switched off.  They are both

        EMPTY.  Ripley feels a slow upwelling wave of terror

        rise through her in that silent frozen moment...the

        inescapable certainty of a lethal presence.  Unable to

        move or breathe, she looks around frantically, assessing

        the situation.



                   Newt.  Newt, wake up.


                   Wah...?  Where are...?



                   Sssh.  Don't move.  We're in


        Newt nods, now wide awake.  They listen in the darkness

        for the slightest betrayal of movement.  The scrabble

        of multiple legs across the polished floor, for example.

        There is only the droning HUM of the little space heater.

        Ripley reaches up and, clutching the springs of the

        underside of the cot, begins to inch it away from the


        The SQUEAL OF METAL as the legs scrape across the floor

        is jarringly loud in the stillness.

        When the space is wide enough she cautiously slides

        herself up between the wall and the edge of the cot,

        reaching for the rifle she left lying on top of the

        mattress.  Here yes clear the edge of the bed.  The rifle

        is GONE.

        She snaps her head around.  A SCUTTLING SHAPE LEAPS

        TOWARD HER from the foot of the bed!  She ducks with

        a startled cry.  The obscene thing hits the wall above

        her, legs moving lightning fast.  Reflexively she slams

        the bed against the wall, pinning the creature inches

        above her face.  Its legs and tail writhe with

        incredible ferocity and it emits a demented, piercing


        Ripley heaves Newt across the polished floor and in a

        frenzied scramble rolls from beneath the cot.  She

        flips it over, trapping the creature underneath.

        They back away, gasping.  Ripley's eyes flash around

        the shadowed room where every corner of space

        between equipment holds lethal promise.  The creature

        scuttles from beneath the bed and disappears under a

        back of cabinets in a blur.  Ripley hugs Newt close

        and heads toward the door, moving as if every object in

        the room had a million volts running through it.  She

        reaches the door.  Hits the wall switch.  Nothing

        happens.  Disabled from outside.  She tries the lights.

        Nothing.  She pounds on the door.  The acoustically

        dampened door panel thunks dully.  She moves to the

        observation window, glancing frantically over her

        shoulder.  The bare floor behind her is like a screaming





        She pounds on the window.  Through the double

        thickness window we can SEE that the lab is dark and

        empty.  Ripley whirls, hearing a loathsome scrabbling

        behind her.  Newt starts to whimper, feeding off her

        fear.  She steps in front of the video surveillance

        camera and waves her arms in a circle.


                   Hicks!  Hicks!

        INT. OPERATIONS - TIGHT ON VIDEO MONITOR                142

        showing Ripley waving her arms.  There is no sound,

        a surreal pantomime.

        A hand ENTERS FRAME and switches off the monitor.

        Ripley's image vanishes.

        WIDER ANGLE  as Burke straightens casually from

        the console.  Hicks is talking via headset with

        Bishop and hasn't noticed Ripley's plight or

        Burke's action.


                          (into mike)

                   Roger.  Check back when you've

                   activated the ship.


                   He's at the up-link tower.




        INT. OPERATING ROOM                                     143

        Ripley picks up a steel chair and slams it against

        the observation window.  It bounces back from the

        high-impact material.  She tries again.

        REVERSE ANGLE  from the med lab side, showing her

        futile efforts, the chair hitting with a dull THWACK

        barely audible through the double thickness pressure


        Ripley turns, studying the room.  She fumbles through

        a clutter of equipment on a counter next to her and

        finds a SMALL EXAMINATION LIGHT.  Snapping it on she

        plays the beam over the walls.  Tall assemblies of

        surgical and anaethesiology equipment loom in the

        dark.  She hears, ot thinks she hears, movements.  The

        light spins across the room, swiveling and bobbing

        frantically.  Like an indicator of her growing panic.

        Newt starts a thin, high wailing.



        Ripley steadies herself, realizing Newt's terror and

        the child's dependence on her.  She plays the beam

        across the ceiling.  Holds on something.  Gets an idea.

        She removes her lighter from a jacket pocket and picks

        up some papers from the counter.  Moving cautiously

        she boosts Newt up onto the SURGICAL TABLE in the center

        of the room and clambers up after her.


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



                   I know, honey.  Me too.

        Ripley lights the papers and holds the flaming mass

        under the temperature sensor of a fire control system

        SPRINKLER HEAD.  It triggers, spraying the room from

        several sources with water.  An ALARM sounds throughout

        the complex.

        INT. OPERATIONS                                         144

        Hicks jumps at the sound of the alarm, finally

        identifying its source among the lights flashing on

        his board.  He bolts for the door, yelling into his

        headset as he moves.


                   Vasquez, Hudson, meet me in

                   medical!  We got a fire!

        INT. OPERATING ROOM                                     145

        Ripley and Newt are drenched as the sprinklers

        continue to drizzle in the darkness.  The SIREN

        hoots maniacally, masking all other sound.  Ripley

        scans the room with her light, her hair plastered

        to her face, wiping water out of her eyes.  She is

        eye level with a complex surgical MULTILIGHT.  She

        looks into its tangle of arms and cables, inches away.

        Looks away.  Her eyes snap back.  SOMETHING LEAPS AT

        HER FACE.  She SCREAMS and topples off the table,

        splashing to the floor.  Newt shrieks and scrambles

        away as Ripley hurls the CHITTERING creature off of

        her.  It slams against a wall of cabinets, clings

        for a moment, then leaps back as if driven by a

        steel spring.  Ripley scrambles desperately, pulling

        equipment over on top of herself, clawing across the

        floor in a frenzy of motion.  In a blurr of

        multijointed legs the creature scuttles up her body.

        She tears at it, but it is incredibly powerful for

        its size.  It moves like lightning toward her head,

        avoiding her fumbling hands.  Newt screams abjectly,

        backing away, until she is pressed up against a

        desk in one corner.

        Ripley has both hands up, forcing the pulsing body

        back from her face.  The thing's tail whips around

        her throat and begins to tighten, forcing the underside

        of its body close to her.  Ripley thrashes about,

        knocking over equipment, sending instruments CLATTERING.

        Water streams over her, into her eyes, blinding her

        and making it impossible to get a grip on the creature's


        ANGLE ON NEWT  as crablike legs appear from behind the

        desk, right behind her.  She sees it and, thinking

        fast, jams the desk against the wall, pinning the

        writhing thing.  The desk jumps and shudders against

        all the pressure her tiny body can bring to bear on it.

        She wails between gritted teeth as the second creature

        gets one leg free, then another and another.  Squeezing

        itself inexorably onto the desk top...toward her.

        The legs of the chittering thing claw at Ripley's

        head, getting a surer grip even as she whips her head

        from side to side.  The obscene TUBULE extrudes wetly

        from the sheath on the creature's underside, forcing

        itself between the arms she has crossed tightly over

        her face.

        A figure appears at the observation window, a silhouette

        behind the misted-over glass.  A hand wipes a clear spot.

        Hick's eyes appear.  He steps back.  WHAM!  A burst of

        pulse-rifle fire shatters the tempered glass.  Hicks

        dives into the crazed spider web pattern and explodes

        into the room in a shower of fragments.  He hits

        rolling, his armor grinding through the shards, and

        slides across to Ripley.  He gets his fingers around the

        thrashing legs of the vicious beast and pulls.  Between

        the two of them they force is away from her face,

        though Ripley is losing strength as the tail tightens

        sickeningly around her throat.  Hudson leaps into the

        room, flings Newt away from the desk to go skidding

        across the wet floor, and blasts the second creature

        against the wall.  Point-blank.  Acid and smoke.

        Gorman appears at Ripley's side and grabs the tail,

        unwinding its writhing length like a boa constrictor

        coil from her throat.  All of them grip the struggling,

        SHRIEKING creature.


                   The corner!  Ready?


                   Do it!

        Hicks hurls the thing into the corner.  It scrabbles

        upright in an instant and leaps back toward them.

        WHAM!  Hudson gets it clean.

        Ripley collapses, gagging.  The alarm and sprinklers

        shut off automatically.  Hicks sees the stasis




                   Burke...it was Burke.

        INT. OPERATIONS - ANGLE ON HUDSON                       146

        looking decidedly stressed-out.  He grips his rifle

        tightly, AIMED RIGHT AT CAMERA.



                   I say we grease this rat-fuck

                   son of a bitch right now!

        THE GROUP is gathered around Burke who sits in a

        chair, maintaining an icy calm although beads of

        sweat betray intense concealed tension.  Only a few

        minutes have passes and everyone is still buzzed on

        adrenaline, as if the whole group is charged with

        high voltage.



                   I don't get it.  It doesn't

                   make any Goddamn sense.

        Ripley stands in front of Burke, every fiber of

        her being accusing him with absolute outrage.  Burke

        tries to break Ripley's stare, which is like a

        diamond drill.  He can't.


                   He wanted an alien, only he

                   couldn't get it back through

                   quarantine.  But if we were impregnated

                   ...whatever you call it...and then

                   frozen for the trip back at just

                   the right time...then nobody would

                   know about the embryos we were carrying.

                   We and Newt.

        Ripley glances at the little girl, a frail figure

        sitting nearby, hugging her knees and watching the

        proceedings with somber eyes.  She is all but lost in

        an adult jacket someone has found for her, and her still

        damp hair is plastered to her forehead and cheeks.


                   Wait a minute.  We'd know about it.


                   The only way it would work is if

                   he sabotaged certain freezers

                   on the trip back.  Then he could

                   jettison the bodies and make up

                   any story he liked.


                   Fuuuck!  He's dead.

                          (to Burke)

                   You're dogmeat, pal.


                   This is total paranoid delusion.

                   It's pitiful.



                   You know, Burke, I don't know

                   which species is worse.  You don't

                   see them screwing each other over

                   for a fucking percentage.



                   Let's waste him.

                          (to Burke)

                   No offense.

        Ripley shakes her head, the rage giving way to a

        sickened emptiness.


                   Just find someplace to lock him

                   up until it's time to --

        THE LIGHTS GO OUT.  Everyone stops in the sudden darkness,

        realizing instinctively it is a new escalation in the

        struggle.  Hicks looks at the board.  Everything is out.

        Doors.  Video screens.


                   They cut the power.


                   What do you mean, they cut the

                   power?  How could they cut the

                   power, man?  They're animals.

        Ripley picks up her rifle and thumbs off the safety.


                   Newt!  Stay close.

                          (to the others)

                   Let's get some trackers going.

                   Come on, get moving.  Gorman, watch


        Hudson and Vasquez pick up their scanners and move to

        the door.  Vasquez has to slide it open manually on its


        INT. CORRIDOR                                           147

        The two troopers separate and move rapidly to the

        barriers at opposite ends of the control block.

        DOLLYING WITH VASQUEZ as she moves forward with feral

        steps in the darkness.

        ON HUDSON  scanning the med lab and the nearby barrier.


                          (voice over)


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


                   There's something.

        He pans it around.  Back down the corridor.  It beep

        again, louder.


                   It's inside the complex.


                          (voice over)

                   You're just reading me.


                   No.  No!  It ain't you.  They're

                   inside.  Inside the perimeter.

                   They're in here.


                   Hudson, stay cool.  Vasquez?

        ANGLE ON VASQUEZ  swinging her tracker and rifle together.

        She aims it behind her.  BEEP.



                   Hudson may be right.

        INT. OPERATIONS                                         148

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



                   It's game time.


                   Get back here, both of you.  Fall

                   back to Operations.

        INT. CORRIDOR                                           149

        Hudson backtracks nervously, peering all around.  He

        looks stretched to the limit.


                   This signal's weird...must be

                   some interference or something.

                   There's movement all over the



                          (voice over)

                   Just get back here!

        Hudson reaches the door to operations at a run, a

        moment before Vasquez.  They pull the door shut and

        lock it.

        INT. OPERATIONS                                         150

        Hudson joins Ripley and Hicks, who are laying out their

        armament.  Flamethrowers.  Grenades.  M-41A magazines.

        Hudson's tracker beeps.  Then again.  The tone continues

        through the SCENE, its rhythm increasing.


                   Movement!  Signal's clean.

        He pans the scanner.  Stops.  The range display reads

        out, counting down.


                   Range twenty meters.


                          (to Vasquez)

                   Seal the door.

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


                   Seventeen meters.


                   Let's get these things lit.

        He hands one flamethrower to RIpley and begins priming

        the other himself.  It lights with a muffled POP.

        Ripley's lights a moment later.  Sparks shower around

        Vasquez as she begins welding the door.  Hudson's tracker

        is beeping like mad now, as fast as their hearts.


                   They learned.  They cut the power

                   and avoided the guns.  They must

                   have found another way in, something

                   we missed.


                   We didn't miss anything.


                   Fifteen meters.


                   I don't know, an acid hole in

                   a duct.  Something under the

                   floors, not on the plans.

                   I don't know!

        She picks up Vasquez' scanner and aims it the same

        direction as Hudson's.


                   Twelve meters.  Man, this is a big

                   fucking signal.  Ten meters.


                   They're right on us.  Vasquez,

                   how you doing?

        Vasquez is heedlessly showering herself with molten metal

        as she welds the door shut.  Working like a demon.


                   Nine meters.  Eight.


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


                   It's readin' right.  Look!

        Ripley fiddles with her tracker, adjusting the tuning.


                   Well you're not reading it right!


                   Six meters.  Five.  What the fu --

        He looks at Ripley.  It dawns on both of them at the same

        time.  She feels a cold premonitory dread as she angles

        her tracker upward to the ceiling, almost overhead.  The

        tone gets louder.

        Hicks climbs onto a file cabinet and raises a panel of

        acoustic drop-ceiling.  He shines his light inside.

        HICKS' P.O.V.                                           151

        A soul-wrenching nightmare image.  Moving in the beam of

        light are aliens.  Lots of aliens.  They are crawling

        like bats, upside down, clinging to the pipes and beams

        of the structural ceiling, not touching the flimsy

        acoustic panels.  They glisten hideously as they claw

        their way forward in silence.  They cover the ceiling

        of the operations room.  The inner sanctum is utterly


        ON HICKS                                                152

        blasted by fear.

        Something moves...he snaps the light around.  It's a

        meter behind him.  IT LUNGES!  He drops reflexively,

        the claws raking across his armor.

        Hicks falls into the room just as the creatures detach

        en masse from the handholds.  THE CEILING EXPLODES,

        raining debris.  Nightmare shapes drop into the room.

        Newt screams.  Hudson opens fire.  Vasquez grabs Hicks,

        pulls him up, firing one handed with her flamethrower.

        Ripley scoops up Newt and staggers back.  Gorman turns

        to fire and Burke bolts for the only remaining exit,

        the corridor connecting to the med lab.  In the

        strobelike glare of the pulse-rifles we SEE flashes

        of aliens, moving forward in the smoke from the

        flamethrower fires.  They move like nothing human...

        leaping quick as insects at times or gliding with

        powerful, balletic grace.


                   Medical!  Get to medical!

        She dashes for the corridor.

        INT. MED LAB CORRIDOR                                   153

        DOLLYING BEHIND HER as she sprints, the walls becoming

        a frenzied blur.  Ahead of her Burke clears the door to

        the med lab.  HE SLIDES IT CLOSED.  Ripley slams into

        the door.  Tries the latch.  Hears it LOCK from the far



                   Burke!  Open the door!



        Behind her an alien is moving down the corridor like a

        locomotive, a graceful skeleton shape as lethal and

        inhuman as you can imagine.  Strobe flashes backlight

        the demented silhouette.  Shaking, Ripley raises her

        rifle.  She squeezes the trigger.  NOTHING HAPPENS.

        The creature HISSES, baring its teeth as it advances.

        Ripley checks the SAFETY.  The safety is off.  The

        DIGITAL COUNTER.  The magazine is full.  Newt begins to

        wail.  Ripley's hands, slick with sweat, are trembling

        so much she almost drops the rifle.  Panic screams in

        her brain.  The thing is almost on her, filling the

        corridor, when she remembers.  She snaps the bolt back,

        chambering a round.  Whips the stock to her shoulder.


        jaws as the silhouette is hurled back, screeching


        Ripley is slammed against the door by the recoil,

        blinded by the flash and deafened by the concussion.

        INT. OPERATIONS                                         154

        Hicks looks up.  Fires POINT-BLANK at a leaping

        silhouette.  SCREEEECH!  The fire-control system has

        tripped, with sprinklers spraying the room and a

        mindless SIREN wailing.  Total pandemonium.



                   Let's go!  Let's go!


                   Fuckin' A!

        Hudson screams as floor panels lift under him, and clawed

        arms seize him lightning fast, dragging him down.

        Another skeletal shape leaps on him from above.  He

        disappears into the subfloor crawlway.  Hicks, Vasquez

        and Gorman make it to the med lab access corridor.


        Stunned, Ripley sees through dissipating smoke the

        creature rising to advance again.  Flinching against

        blast and glare she drills it POINT-BLANK with a

        BLINDING BURST that carries the M-41A's muzzle right

        up toward the ceiling.  Newt covers her ears against

        the CONCUSSION.



                   Hold you fire!

        The troopers seem to materialize out of the smoke.


                          (indicating door)



                   Stand back.

        Hicks snaps the torch off his belt and cuts into the

        lock.  Inhuman shapes enter the far end of the corridor.

        Vasquez hands her flamethrower to Gorman and unslings

        her rifle.  She starts loading 30mm grenades into the

        launcher, like oversize 12-guage shells.


                   You can't use those in here!


                   Right.  Fire in the hole!

        She pumps a round up and fires.  The grenade EXPLODES and

        the blast almost knocks them down.  Hicks kicks the door

        open, molten droplets flying.


                          (shouting at Vasquez)

                   Thanks a lot!  Now I can't hear shit.




        INT. MED LAB ANNEX                                      156

        Vasquez slides the door almost closed, then fires three

        grenades rapid-fire through the gap.  She slams the door

        home as the grenades detonate, the explosion sounding

        gonglike through the metal.

        Ripley sprints across the room, trying the far door.

        Burke has locked it as well.  Hicks switches his

        hand-torch from CUT to WELD and starts sealing the door

        they just passed through.

        INT. MED LAB                                            157

        Burke, hyperventilating with terror, backs across the

        dark chamber.  Gasping, almost paralyzed with fear, he

        crosses the chamber to the door leading to the main

        concourse.  His fingers reach for the latch.  It moves

        by itself.  The door opens slowly.

        ON BURKE  his eyes wide, transfixed by his fate.  We

        hear the BULLWHIP CRACK of a tail-stinger striking as we:

                                                        CUT TO:

        INT. MED LAB ANNEX                                      158

        The door dimples with a clanging impact, separating

        slightly from its frame.  Another crash, the squeal of

        tortured steel.  Newt grabs Ripley by the hand and

        tugs her across the room.


                   Come on!  This way.

        She leads Ripley to an air vent set low in the wall and

        expertly unlatches the grille, swinging it open.  Newt

        starts inside but Ripley pulls her back.


                   Stay behind me.

        Ripley trades her rifle for Gorman's flamethrower before

        he can protest and enters the air shaft, which is a

        tight fit.  Newt scrambles in behind, followed by Hicks,

        Gorman and Vasquez on rearguard.  Glancing back

        fearfully Newt pushes on Ripley's butt as they crawl

        rapidly through the shaft.


                   Come on.  Crawl faster.


                   DO you know how to get to the

                   landing field from here?


                   Sure.  Go left.

        Ripley turns into a larger MAIN DUCT where there is

        enough room to crab-walk in a low crouch.  She runs,

        scraping her back on the ceiling.  The troopers' armor

        clatters in the confined space.  They approach an

        intersection.  She fires the flamethrower around the

        corner, the looks.  Clear.


                   Go right.

        They sprint into the narrow connecting duct, the maze

        becoming a blur.  Ripley fires the flamethrower

        periodically, as they pass side ducts covered by

        louvered grilles or vertical shafts going to higher or

        lower levels.


                          (into headset)

                   Bishop, you read me?  Come in, over.

        There is a long pause then Bishop's VOICE, almost

        unintelligible with interference, comes over the radio.


                          (voice over;


                   Yes, I read you.  Not very well...

        EXT. UP-LINK RELAY - LANDING FIELD                      159

        Bishop is huddled against the base of the telemetry

        mast, out of the wind which is now gusting viciously.



                          over enunciating)

                   The ship is on its way.  ETA

                   about sixteen minutes.  I've

                   got my hands full flying...

                   the weather's come up a bit.

        Bishop's fingers are blurring over the terminal keys and

        he squints, watching the screen as the flight telemetry

        updates rapidly.

        In the b.g. the AP station has become a raging demon,

        wreathed in boiling steam and electrical discharges.

        INT. AIR DUCT                                           160


                   All right, stand by there.  We're

                   on out way.  Over.

        The beam of Ripley's light wavers hypnotically in the

        tunnel ahead.  She blinks, seeing something...not sure.


        tunnel at the absolute limit of the light's power.


                   Back.  Go back!

        They try to crawl back, jamming together.  Behind them,

        the way they have come, a GRATING is battered in with a

        FEROCIOUS CLANG and the deadly silhouette of a warrior

        flows into the duct.  They are trapped.  Vasquez uses

        her flamethrower, bathing the tunnel in fire.  Hicks

        snaps out his hand-welder and cuts into the wall of the

        duct.  Molten metal spatters him, as sparks fill the

        tunnel with lurid light.  Vasquez' flamethrower sputters.



                   Losing fuel.

        Between eye-searing bursts of flame Ripley sees the

        glistening apparitions closing in.  Hicks' torch feathers

        out.  Empty.  Bracing his back he kicks hard at the

        cherry-hot metal.  It bends aside.

        Beyond is a narrow SERVICE WAY, lined with pipes and

        conduit.  Hicks slides through the searing hole,

        lifting Newt safely through as Ripley hands her out.

        Ripley follows and turns to help Gorman.  Vasquez'

        flamethrower goes dry.  She draws her SERVICE PISTOL.

        Suddenly she looks up as a WARRIOR SCREECHES DOWN FROM

        A VERTICAL SHAFT, right above her.

        She fires with incredible rapidity...BAM!  BAM!  BAM!

        Rolls aside.  It lands on her legs and she snaps her head

        to one side just as its TAIL STINGER buries into the

        metal wall beside her cheek.  She fires again, emptying

        the pistol, kicking the thrashing shape away.

        Acid cuts through her chickenplate armor, searing into

        her thigh.  She cries out, gritting her teeth against

        the white-hot pain.  Gorman sees Vasquez hit, unable to

        move.  Sees the creatures coming the other way...and

        turns away from the escape hole.  He crawls back to her,

        grabs her battle harness and starts dragging her towards

        safety.  Too late.  The approaching alien warriors have

        reached and passed the opening.  Vasquez sees him,

        barely conscious.


                          (hoarse whisper)

                   You always were an asshole, Gorman.

        She seizes his hand in a deadly drip, but we RECOGNIZE

        it as the "power greeting" she shared with Drake...

        something for the chosen few.  Gorman returns the grip.

        He hands her two grenades and arms two himself as the

        creatures are upon them.

        INT. SERVICE WAY                                        161

        RUSHING WITH Ripley, Newt and Hicks as a full tilt run.

        The service way lights up with a POWERFUL BLAST behind

        them and they stumble with the shock wave.  Newt breaks

        out ahead and it's all Ripley and Hicks can do to keep



                   This way.  Come on, we're almost



                   Newt, wait!

        The kid moves like lightning, diving and dodging around

        obstacles.  If it wasn't clear before it's clear now

        that we are on her turf, and she's the ace.  Running on

        and on, their breathing loud and echoing...the walls

        a directionless blur.  Newt never hesitates.

        They reach a junction with a narrow ANGLED CHUTE which

        runs upward at a steep 45 degrees.


                   Here!  Go up.

        INT. CHUTE                                              162

        Ripley looks up the angles shaft, seeing light at the

        top...an exterior vent hood.  The sound of wind booms

        down from above.  Like blowing across a bottle top

        vastly amplified.

        Ripley enters, bracing her feet on perilously narrow

        side ribs in the shaft.  She looks down.  The chute

        descends far into the depths, lost in shadow.  She

        starts to climb with Next behind/below her, and Hicks,

        just emerging from the side duct.


                   Just up there --

        Newt slips, a rusted rib collapsing under her foot.  She

        slides...catches herself with one hand.  Ripley reaches

        for her, dropping her light.  The hand-light goes

        skittering and bumping down the chute, around a bend,

        and disappears.

        Ripley strains, reaching, her hand groping for Newt's.

        They miss, inches apart.


                   Riiiiipppleee --

        She slips.  Hicks lunges, grabbing her oversized jacket.

        AND SHE SLIPS OUT OF IT.  With an echoing scream Newt

        plummets, sliding down the chute into darkness.

        MOVING WITH HER, the walls racing by in a dizzy blur like

        a bobsled ride.  THe shaft pitches left.  Newt bounces,

        sliding halfway up the wall.  The chute forks ahead.

        Newt tumbles into the right shaft, which drops at a

        steeper angle into the depths.  Just disappearing down

        the LEFT SHAFT we SEE Ripley's light.

        Ripley looks Hicks in the eye.  And kicks free...sliding

        down the chute after Newt.  Ripley slams her feet into

        the side-ribs, bracing herself in a controlled descent.

        Ripley reaches the "V."  Sees the glow of the light in

        the left fork.  She goes left.



        She hears a plaintive reply, so echoey and distorted it

        has no direction.



                   Mommy...where are you?

        Ripley reaches the bottom of the chute where it

        intersects with a HORIZONTAL SERVICE TUNNEL.  The light

        is lying there, but no Newt.  The echoing wail comes





        Ripley starts down the tunnel, answering.  Newt's call

        comes again.  Fainter?  She can't tell.  She spins in

        a growing panic, starts the other way.


                          (to her headset)

                   Hicks, get down here.  I need

                   that locator.

        INT. SUBBASEMENT                                        163

        Newt is in a low grottolike chamber, filled with pipes

        and machines.  It is flooded, almost up to Newt's waist.

        She looks up, seeing light streaming through a grating.

        Ripley's voice seems to come from there.



                   Newt!  Star wherever you are!

        Newt climbs some pipes, straining to reach the grating.

        INT. SERVICE TUNNEL                                     164

        Hicks joins Ripley, unsnapping the emergency-locator

        from his belt.  They follow the signal into a lighted

        area where the power apparently was not cut.


                   This way.  We're close...

        Following the signal they come to a grating set in the



                   Here!  I'm here.  I'm here.

        Ripley runs to the grating.  Looking down she sees Newt's

        tearstreaked face.  Newt reaches up.  Her tiny fingers

        wriggle up through the bars of the grate.  Ripley

        squeezes the child's precious fingertips.


                   Climb down, honey.  We have to

                   cut through this grate.

        Newt backs away, climbing down the pipe as Hicks cuts

        into the bars with his hand-torch.

        INT. SUBBASEMENT                                        165

        Newt, standing waist deep in the water, watches sparks

        shower blindingly as Hicks cuts.  She bites her lip,

        trembling.  Cold and terrified.  Silently a glistening

        shape rises in one graceful motion from the water behind

        her.  It stands, dripping, dwarfing her tiny form.  Newt

        turns, sensing the movement...She SCREAMS as the

        shadow engulfs her.

        INT. SERVICE TUNNEL                                     166

        Ripley panics, hearing screaming below, then splashing.

        She and Hicks kick desperately at the grating, smashing

        it down.  Heedless of the cherry-hot edges Ripley

        lunges into the hole with her light.


                   Newt!  Newt!

        The surface of the water reflects the beam placidly.

        Newt is gone.  Bobbing in the water, eyes staring, is

        "Casey" the doll head.  In sinks slowly, distorting,

        vanishing in darkness.

        Hicks pulls Ripley away from the hole.  She struggles

        furiously, trying to tear out of his grip.


                   No!  Noooo!

        He drags her back.  It takes all of his strength.



                   She's gone!  Let's go!

        He sees something moving toward them through a lattice

        of pipes.  Ripley is irrational.  Hysterical.


                   No!  No!  She's alive!  We

                   have to --


                   All right!  She's alive.  I

                   believe it.  But we gotta get

                   moving!  Now!

        He drags her toward an ELEVATOR not far away at the

        end of the tunnel.  Gets her inside, slamming her against

        the back wall.  Hits the button to go to surface level.

        An alien warrior leaps into the tunnel, starts

        toward them.  The doors are closing.  Not fast enough.

        The creature gets one arm through, the doors closing on

        it.  THEY OPEN AGAIN, an automatic safety feature.  THE


        spins away, SCREECHING.  Acid sluices between the closing

        doors, across Hicks' armored chest plate, as he shields

        Ripley with his body.  The lift starts upward.  Hicks'

        fingers race with the clasps as the stuff eats its way

        toward his skin.  Galvanized out of her hysteria, Ripley

        claws at his armor, helping him as much as she can.  He

        screams as the acid contacts his chest and arm.  He

        shucks out of the combat armor like a madman, dropping

        the smoking pieces to the floor.  Acrid fumes fill the

        air, searing eyes and lungs.  The elevator stops.  The

        doors part and they stumble out, Ripley supporting Hicks

        who is doubled over in agony.


                   Come on, you can make it.

                   Almost there.

        EXT. LANDING FIELD                                      167

        Drop-ship two descends toward the landing grid,

        side-slipping in hurricane gusts.  Bishop stands, guiding

        it with the portable terminal.  The ship sets down hard.

        Slides sideways.  Stops.  Bishop turns as Ripley and

        Hicks stumble out of a doorway in the colony building

        behind him.  He goes to them, helping to support Hicks

        and they run toward the ship, buffeted by the gale.

        Ripley shouts, her words barely audible over the wind.


                   HOW MUCH TIME?


                   PLENTY!  TWENTY-SIX MINUTES!


                   WE'RE NOT LEAVING!

        The loading ramp deploys and they run into the ship.

        EXT. PROCESSING STATION                                 168

        An infernal engine, roaring out of control.  Steam blasts

        and swirls, lightning zaps around the superstructure and

        columns of incandescent gas thunder hundreds of feet into

        the air.

        We APPROACH, hypnotically.  The drop-ship ENTERS FRAME,

        moving toward the station.  It pivots, hovering in the

        blasting turbulence, and settles onto a NARROW LANDING

        PLATFORM ten levels above the ground, or about a third

        of the way up the enormous structure.

        INT. DROP-SHIP                                          169

        Ripley finishes winding tape around a bulky object and

        drops the roll.  She has crudely fastened a M-41A

        assault rifle together, side by side, with a flamethrower.

        A massive, unwieldy package of absolute firepower.  Her

        movements are curt, precise...determined.  She works

        rapidly, snatching magazines, grenades, belts and other

        gear from the fully stocked ordnance racks of the


        Bishop comes aft from the pilot's compartment to help

        Hicks dress his injuries.  Hicks is sprawled in a flight

        seat, the contents of a FIELD MEDICAL KEY strewn around

        him.  He's out of the game...contorted with pain.




                   She's alive.  They brought her

                   here and you know it.


                   In seventeen minutes this place

                   will be a cloud of vapor the

                   size of Nebraska.

        Ripley is stuffing gear rapidly into a satchel, her hands



                   Hicks, don't let him leave.


                          (grimacing with


                   We ain't going anywhere.

        She hefts the hybrid weapon, grabs the satchel and spins

        to the door controls.  The door opens.  Wind and

        machine-thunder blast in.


                   See you, Hicks.

        Hicks is holding a wad of gauze plastered over his face.


                   Dwayne.  It's Dwayne.

        Ripley grabs his hand.  They share a moment, albeit

        brief.  Mutual respect in the valley of death.




                          (nods with


                   Don't be long, Ellen.

        Ripley runs down the ramp, crossing the platform to the

        open doors of a LARGE FREIGHT ELEVATOR.  The doors close.

        INT. FREIGHT ELEVATOR                                   170

        The elevator descends.  Bars of light move rhythmically

        across her as Ripley stands facing the doors, watching

        the landings go by.  The heat grows more intense.  Pipes

        glowing cherry-red pass by.  Steam hisses and billows.

        The lift clatters in a steady beat.  Hypnotic.

        Ripley removes her jacket and dons a battle harness

        directly over her T-shirt.  Her hair is matted, and

        she glistens with sweat.  Her eyes burn with a

        determination that holds the gut-panic in check.

        The elevator descends.  She checks her weapon.  Attaches

        a BANDOLIER OF GRENADES to her harness.  Primes the

        flamethrower.  Checks the rifle's magazine.  Racks the

        bolt, chambering the first round.  She checks the

        MARKING FLARES jammed in the thigh pockets of her

        jump pants.  She drops an unprimed grenade, trembling,

        forcing herself to be strong.  We SEE she doesn't

        know doodley about grenades.

        This is the most terrifying thing she has ever done.  She

        begins to hyperventilate, soaking with sweat.  Her fingers

        slick and slippery on the rifle.  The elevator descends.

        The lift motors whine, slowing.  It hits bottom with a

        bump.  The safety cage retracts.  Slowly, expectantly,

        the doors open.

        HER P.O.V.  THROUGH the parting doors...an empty

        corridor.  Dark, swirling with steam, a ruddy glow

        VISIBLE here and there.  It seems to have been a descent

        into Dantean Hell.  The air itself vibrates with heat

        distortion.  Couplings groan.  Machinery whines and

        throbs.  Like the beating of a vast heart the pounding

        of massive pumps echoes through the station.

        INT. CORRIDOR                                           171

        Ripley moves out of the lift, knuckles white on the

        rifle.  Her eyes dart, straining to penetrate the lethal

        gloom.  Behind her we SEE a SECOND ELEVATOR next to

        hers, its lift cage somewhere on a higher floor.  Ahead

        the corridor is encrusted with the alien excressence

        and not far down the bio-mechanoid catacomb begins.

        She enters the maze, darting glances at Hick's LOCATOR,

        taped to the top of her kludge weapon.

        A VOICE echoes down the tunnels, calm and mechanical.


                   Attention.  Emergency.  All

                   personnel must evacuate

                   immediately.  You now have

                   fourteen minutes to reach

                   minimum safe distance.

        INT. CATACOMB                                           172

        Range and direction read out in rapid-fire alpha-numerics

        on the locator display.

        Ripley blinks sweat out of her eyes, moving through the

        swirling steam of the alien maze.  She approaches an

        intersecting tunnel.  Flashing emergency lights

        illuminate the insane fresco of the walls.  She spins,

        firing the flamethrower.  Nothing there.  She whirls

        back.  Moves forward, trembling and adrenalized.

        Skeletal figures drown in the walls, frozen in macabre

        tormented positions like human insects in amber.

        Steam blasts, blinding her.  The locator signal

        strengthens an she turns, crouches through a low

        passage, turns again.  At each intersection she quickly

        lights a FIFTEEN-MINUTE MARKING FLARE and drops it.

        For the way back.  She has to turn sideways, inching

        through a fissure between two walls of death...cocoon

        niches, human bas-relief sealed in resin.


        She recovers , then recognizes the face sealed in

        the wall.  Carter Burke.


                   Ripley...help me.  I can feel

                   it...inside.  Oh, God...it's

                   moving!  Oh gooood...

        She looks at him.  No one deserves this.



        She hands him a grenade, wrapping his fingers around

        the spoon, and pulls the primer.  She moves on.


                   You now have eleven minutes to

                   reach minimum safe distance.

        Ripley moves ahead.  The locator signals shows she is

        almost there.  A CONCUSSION rocks the place, like an

        earthquake, jarring her almost off her feet.  Then

        another.  The whole station seems to shudder.  A SIREN

        begins to wail a demented rhythm.  Following the tracker

        she turns a corner and stops.  The RANGE INDICATOR READS

        ZERO.  She looks down, horrified to see Newt's tracer

        bracelet lying on the floor of the tunnel.  All hope

        recedes, disintegrating into mindless chaos.

        INT. EGG CHAMBER                                        173

        Newt is cocooned in a pillarlike structure at the

        edge of a cluster of upright OVOID SHAPES...alien

        eggs.  Her eyelids flutter open and she becomes

        aware of her surroundings.  The egg nearest her

        begins to move...opening like an obscene flower at

        its top to reveal something stirring within.  Newt

        stares, transfixed by terror, as the jointed legs

        appear over the lip of the ovoid one by one.  She


        INT. CATACOMBS                                          174

        Ripley hears the scream and breaks into a run.

        INT. EGG CHAMBER                                        175

        Newt watches the face-hugger emerge and turn toward

        her.  Ripley runs in just as it is tensing to leap,

        and FIRES, blasting it with a burst from the assault

        rifle.  The flash illuminates the figure of an

        adult warrior, nearby.  It spins, moving straight

        for Ripley.  Firing from the hip she drills it with

        two controlled bursts which catapult it back.  She

        steps toward it, FIRING AGAIN.  Her expression is

        murderous.  AND AGAIN.  It spins onto its back.

        She unleashes the flamethrower and it vanishes in

        a fireball.  Ripley runs to Newt and begins tearing

        at the fresh resinous cocoon material, freeing the

        child.  She swings her up onto her back.



                   I knew you'd come.


                   Newt, I want you to hang on,

                   now.  Hang on tight.

        Groggily Newt hooks her arms and legs through the belts

        of Ripley's battle harness as Ripley picks up her

        weapon.  More warriors are moving toward her among

        the eggs.  She fires the flamethrower.  The eggs are

        engulfed.  One of the warriors lunges forward, a

        living fireball.  She blasts it in half with two

        bursts from the M-41A.  Ripley retreats, ducking under

        a glistening cylindrical mass.  A PIERCING SHRIEK

        fill the chamber.  She turns.  And there it is.

        A massive silhouette in the mist, the ALIEN QUEEN

        glowers over her eggs like a great, glistening black

        insect-Buddha.  What's bigger and meaner than the

        Alien?  His momma.  Her fanged head is an unimaginable

        horror.  Her six limbs, the four arms and two

        powerful legs, are folded grotesquely over her

        distended abdomen.  The egg-filled abdomen swells

        and swells into a great pulsing tubular sac, suspended

        from a lattice of pipes and conduits by a weblike

        membrane as if some vast coil of intestine were draped

        carelessly among the machinery.  Ripley realizes

        she ducked under part of it a moment before.  Inside

        the abdominal sac can be SEEN the forms of countless

        eggs, churning their way toward the pulsating ovipositor

        where they emerge glistening, to be picked up by

        DRONES.  The drones are tiny scuttling albino versions

        of the "warrior" aliens we have already seen.

        Ripley pumps the slide on her grenade launcher.  She

        fires.  Pumps and fires again.  Four times.  The

        grenades punch deep into the egg sac and EXPLODE,

        ripping it open from within.  Eggs are tons of gelatinous

        matter pour across the chamber floor.  The Queen goes

        berserk, SCREECHING like some psychotic steam whistle.

        Ripley lays about her with the flamethrower, igniting

        everything in sight with an insane fury.  Eggs shrivel

        in the inferno, and figures of warriors and drones

        vanish in frenzied thrashing.  Over all is the Queen's

        shrieking as she struggles in the flames.  Two

        warriors emerge from the boiling smoke, closing on

        her.  She pulls the trigger...an empty click.  DIGITAL

        COUNTER flashing crimson zeroes.  She drops the

        magazine, grabs another from her belt, rams it home

        and OPENS UP.

        The creatures vanish in rapid-fire flashes.  Ripley

        backs away, venting her terror in a sustained orgy

        of fire as she blasts everything that moves in one

        long eye-searing expenditure of energy.  Then she

        dashes into the catacombs, navigating by sheer primal


        INT. CATACOMBS                                          176

        Ripley runs, blindly, with panting intensity verging

        on hysteria.  Impressions crash upon her...the maze

        blurring by, sirens howling, the station rocking with

        explosions, emergency lights flashing, steam blasting,

        red-hot steel hissing.  Reality itself is reduced to

        a concussive series of strobelike instants of

        relentless forward motion.

        She sees one of the flares she dropped and turns.

        Sees another, sprinting toward it as the foundations

        of the world shake.

        INT. EGG CHAMBER                                        177

        Lashing in a frenzy, the QUEEN DETACHES FROM THE EGG

        SAC, ripping away and dragging torn cartilage and

        tissue behind it.  SEEN DIMLY THROUGH swirling smoke,

        it rises on its powerful legs and steps forward.

        INT. CATACOMBS - CORRIDOR                               178-


        Ripley uses the flamethrower ahead of her, firing

        bursts of pulse-rifle fire down side corridors at

        indistinct shapes and shadows.  The weapon is empty

        when she reaches the freight elevators.  A mass of

        debris, falling down the shaft from a higher level,

        has demolished the life cage she descended in.  She

        slams the control for the other cage and hears the

        sound of the LIFT MOTOR'S WHINE as it begins its

        slow descent from several levels up.  AN ENRAGED

        SCREECH ECHOES in the corridor.  Ripley sees a

        silhouette moving in the smoke...a glistening black


        QUEEN.  Her last cartridge is reading zeroes.  The

        flamethrower sputters uselessly when she tries that.

        The grenades are gone.  Ripley drops the weapon and

        looks up the shaft to the descending lift...then at

        the approaching FIGURE.  The elevator won't be in time.

        She runs to a ladder set in the wall as a horrendous

        screech beats in her ears.  She scrambles up the


        INT. SECOND LEVEL                                       180

        Ripley struggles up through a narrow hatch, Newt

        clinging to her.  She dives aside as a POWERFUL

        BLACK ARM shoots up through the opening, its

        razor claws slamming into the grille-floor inches

        from her.  Looking down through the grille she

        sees the great horrifying jaws directly below her,

        wet and leering.  She scrambles up, running, as

        the grille-floor lifts and buckles behind her

        with the titanic force of the creature below.

        It hurls itself with insane ferocity against the

        metal, pacing her from below as she runs.

        INT. STAIRWELL                                          181

        Ripley reaches an open-grid emergency stairwell and

        sprints upward.  It rocks and shudders with the

        station's death throes.


                   You now have two minutes

                   to reach minimum safe


        INT. CORRIDOR - ELEVATORS                               182-


        The lift reaches bottom, the doors rolling open.

        The Queen turns and freezes, as if contemplating

        the open lift cage.

        INT. STAIRWELL                                          184

        Ripley stumbles, smashing her knees against the

        metals stairs.  As she rises she hears the LIFT

        MOTORS start up.  Looking down through the lattice

        work of the station she sees the life cage start

        ominously upward.  She knows there is only one

        explanation for that.  She runs on, the stairwell

        becoming a crazy whirl around her.

        EXT. LANDING PLATFORM                                   185

        Ripley, with Newt still clinging to her, slams

        through the door opening onto the platform.

        Through wind-whipped streamers of smoke she

        sees...THE SHIP IS GONE.



        Her shouts become inarticulate screams of hatred,

        outrage at the final betrayal.  She scans the sky.





        Newt is sobbing.

        The lift rises ponderously INTO VIEW.  Ripley turns,

        backing away from the doors toward the railing.  There

        is no place to run to on the platform.  EXPLOSIONS

        detonate in the complex far below and huge fireballs

        swell upward through the machinery.  The platform bucks

        wildly.  Nearby a cooling tower collapses with a


        EXPLOSIONS, one after another, rocketing up from below.

        Ripley stares transfixed as the lift stops.  The

        safety cage parts.


                          (to Newt; low)

                   Close your eyes, baby.

        The lift doors begin to open.  A glimpse of the

        apparition within.

        ANGLE ON RIPLEY AND NEWT  as the drop-ship RISES RIGHT

        BEHIND THEM, its hovering jets roaring.


                   You now have thirty seconds to


        Ripley leaps for the loading boom projecting down from

        the cargo bay and it raises them into the ship.  A


        slamming the ship sideways.  Its extended landing legs

        foul in a tangle of conduit, grinding with a hideous

        squeal of metal on metal.

        INT./EXT. DROP-SHIP - STATION                           186-


        Ripley leaps into a seat with Newt, cradling her.  Begins

        strapping in.  Bishop wrestles with the controls.  The

        landing legs retract, ripping free.  Ripley slams her

        seat harness latches home.


                   Punch it, Bishop!

        The entire lower level of the station disappears in a

        fireball.  The air vibrates with intense heat waves and

        concussion.  The drop-ship engines fire.  Ripley is

        slammed back in her seat.  The ship vaults out and up,

        Bishop standing it on its tail, pouring on the gees.

        Ripley and Newt see everything shake into a blur.

        EXT. STRATOSPHERE                                       188

        The drop-ship lunges up and out of the cloud layer into

        the clear high night.  Below, the clouds light up from

        beneath from horizon to horizon.

        A SUN HOT DOME OF ENERGY bursts up through the cloud

        layer, WHITING OUT THE FRAME.  The tiny ship is slammed

        by the shockwave, tossed forward...and climbs, scorched

        but functioning, toward the stars.

        INT. DROP-SHIP                                          189

        Ripley and Newt watch the blinding glare fade away and

        they sit, wide-eyed, trembling, realizing they are

        finally and truly safe.  Newt starts to cry quietly,

        and Ripley strokes her hair.


                   It's okay, baby.  We made it.  It's


        INT. SULACO CARGO LOCK - IN ORBIT - LATER               190

        The scorched and battered ship once again sits in its

        drop-bay, steam blasting from cooling vents beside the

        engine.  Rotating clearance lights sweep the dark chamber


        INT. DROP-SHIP                                          191

        Bishop stands behind Ripley as she kneels beside a

        comatose Hicks.


                   I gave him a shot, for the pain.

                   We'll need to get a stretcher to

                   cart him up to medical.

        Ripley nods and, picking up Newt, precedes Bishop down

        the aisle to the loading ramp.


                   I'm sorry if I gave you a scare

                   but that platform was just becoming

                   too unstable...

        INT. CARGO LOCK - DROP-SHIP                             192

        Bishop continues as they move down the ramp.


                   I had to circle and hope things

                   didn't get too rough to take you


        Ripley turns to him, stopping partway down the ramp.

        She puts her hand on his shoulder.


                   You did okay, Bishop.


                   Well, thanks, I --

        He notices a tiny innocuous drop of liquid splash onto the

        ramp next to his shoe.  SSSSSS.  Acid.  SOMETHING BURSTS

        FROM HIS CHEST, spraying Ripley with milklike android blood.

        It is the razor-sharp scorpion TAIL of the alien QUEEN.

        Driven right through him from behind.  Bishop thrashes,

        seizing the protruding section of tail in his hands, as is

        slowly lifts him off the deck.  Above them the Queen

        glowers from its place of concealment among the hydraulic

        mechanisms inside one landing-leg bay.  It blends perfectly

        with the machinery until it begins to emerge.  Seizing

        Bishop in two great hands it rips him apart and flings him

        aside, shredded, like a doll.  It descends slowly to the

        deck, the rotating lights glistening across its shiny black

        limbs, dripping acid and rage.  Still smoking where Ripley

        half-fried it.  The Queen is huge, powerful...and very

        pissed off.  It descends slowly, its six limbs unfolding in

        inhuman geometries.

        Ripley moves with nightmarish slowness herself, staring

        hypnotized...terrified to break and run.  She lowers Newt

        to the deck, never taking her eyes off the creature.


                          (to Newt)


        Newt runs for cover.  The Alien drops to the deck, pivoting

        toward the motion.  Ripley waves her arms, decoying.



        Without warning it moves like lightning, straight at her.

        Ripley spins, sprinting, as the creature leaps for her.

        Its feet slam, echoing, on the deck behind her.  She clears

        a door.  Hits the switch.  It WHIRRS closed.  BOOM.  The

        Alien hits a moment later.

        INT. DARK CHAMBER                                       193

        Ripley moves ferret-quick among dark, unrecognizable


        VARIOUS ANGLES  VERY TIGHT ON what she is doing...her feet

        going into stirruplike mechanisms.  Velcro straps

        fastened over them.  Fingers stabbing buttons in a sequence.

        Her hand closing on a complex grip-control.  The HUM of

        powerful motors.  The WHINE of hydraulics.

        INT. CARGO LOCK                                         194

        The Queen turns its attention from the doors to Newt as

        the little girl crawls into a system of trenchlike

        service channels which cross the deck.  The channels are

        covered by steel grillework and barely big enough for her

        to crawl through.

        INT. CHANNEL                                            195

        Newt scurries like a rabbit as the looming figure of the

        Alien appears above, seen through the bars.  A section of

        grille is ripped away behind her.  She scrambles

        desperately.  Another section is ripped away right at her

        heels.  Light pouring in.  The next will be right above


        INT. CARGO LOCK                                         196

        The Queen spins at the sound of door motors behind her.

        The parting doors REVEAL an inhuman silhouette standing


        Ripley steps out, WEARING TWO TONS OF HARDENED STEEL.

        THE POWER LOADER.  Like medieval armor with the power of

        a bulldozer.  She takes a step...the massive foot

        CRASH-CLANGS to the deck.  She takes another, advancing.

        Ripley's expression is one you hope you'll never see...

        Hell hath no fury like that of a mother protecting her

        child and that primal, murderous rage surges through her

        now, banishing all fear.


                   Get away from her, you bitch!

        The Queen SCREECHES pure lethality and leaps.

        WALLOP!  A roundhouse from one great hydraulic arm catches

        it on its hideous skull and slams it into a wall.  It

        rebounds into a massive backhand.  CRASH!  It goes

        backward into heavy loading equipment.



                   Come on!

        The Queen emerges as a blur of rage, lashing with

        unbelievable fury.  The battle is joined.

        Claws swipe, tail lashes.  Ripley parries with radical

        swipes of the steel forks.  They circle in a whirling

        blur, demolishing everything in their path.  The cavernous

        chamber echoes with nightmarish sounds...WHINE, CRASH,


        They lock in a death embrace. Ripley closes the forks,

        crushing two of the creature's limbs.  It lashes and

        writhes with incredible fury, coming within inches of her

        exposed body.  She lifts it off the ground.  The hind

        legs rip at her, slamming against the safety cage, denting

        it in.  The striking teeth extend almost a meter from

        inside its fanged maw, shooting between the crash-bars.

        She ducks and the teeth slam into the seat cushion

        behind her dead in a spray of drool.  Yellow acid foams

        down the hydraulic arms toward her.  The creature rips

        at high-pressure hoses.  Purple hydraulic fluid sprays

        ...machine blood mixing with alien blood.  They topple,

        off balance.  The Queen pins her.  Ripley hits a switch.

        The power loader's CUTTING TORCH flares on, directly in

        the thing's face.  They roll together, over the lip of


        INT. LOADING LOCK                                       197

        They crash together four meters below, twisted in the

        loader's wreckage.  The Alien shrieks, pinned.

        Ripley pulls her arm out of the controls of the loader

        and claws toward a panel of airlock actuating buttons.

        She slaps the red "INNER DOOR OVERRIDE" and latches the

        "HOLD" locking-key down.  A KLAXON begins to sound.  She

        hits "OUTER DOOR OPEN" and there is a hurricane shriek of

        air as the doors on which they are lying separate,

        REVEALING the infinite pit of stars, below.

        All this time the Alien has been lashing at her in a

        frenzy and she has been parrying desperately in the

        confined space.  The airlock becomes a wind tunnel,

        blasting and buffetting her as she struggles to unstrap

        from the loader.  The air of the vast ship howls past her

        into space as she claws her way up a service ladder.

        INT. CARGO BAY                                          198

        Newt screams as the hurricane airstream sucks her across

        the floor toward the airlock.   Bishop, torn virtually in

        two, his pastalike internal organs whipped by the wind,

        grips a stanchion and reaches desperately for Newt as she

        slides past him.  He catches her arm and hangs on as she

        dangles, doll-like, in the airblast.

        INT. LOADING LOCK                                       199

        The Alien seizes Ripley's ankle.  She locks her arms

        around a ladder rung, feels them almost torn out of

        their shoulder sockets.

        The door opens farther, all of space yawning below.  The

        loader tumbles clear, falling away.  It drags the Alien,

        still clutching one of Ripley's lucky hi-tops, into the

        depths of space.  Its SHRIEK fades, it gone.

        With all her strength Ripley fights the blasting air,

        crawling over the lip of the inner doorway.  She releases

        the OVERRIDE from a second panel.  The inner doors close.

        The turbulent air eddies and settles.

        She lies on her back, drained of all strength.  Gasping

        for breath.  Weakly she turns her head, seeing Bishop

        still holding Newt by the arm.  Encrusted with his own

        vanilla milkshake blood.  Bishop gives her a small, grim



                   Not bad for a human.

        He winks.

        Ripley crosses to Newt.





                   Right here, baby.  Right here.

        Ripley hugs her desperately.

        INT. CORRIDOR                                           200

        Ripley limps along the corridor, carrying Newt on her hip.

        The ship's systems hum comfortingly.  Newt's head rests

        on her shoulder.


                   Are we going to sleep now?


                   That's right.


                   Can we dream?


                   Yes, honey.  I think we both can.

        HOLD ON THEM AS they recede down the long straight


                                                         FADE OUT

                               THE END