Aliens

"ALIENS"

by

James Cameron

FIRST DRAFT May 28, 1985

-

ALIENS

FADE IN

SOMETIME IN THE FUTURE - SPACE                           1

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

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

INT. NARCISSUS                                           2

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

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

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

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

LEADER (filtered) Internal pressure positive. Assume nominal hull integrity. Hypersleep capsules, style circa late twenties...

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

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

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

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

DISSOLVE TO:

INT. HOSPITAL ROOM - TIGHT ON RIPLEY - GATEWAY STATION   3

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

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

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

MED-TECH And how are we today?

RIPLEY (weakly) Terrible.

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

RIPLEY How long have I been on                   Gateway station?

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

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

RIPLEY Jones!

She grabs the cat like a life preserver.

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

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

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

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

BURKE (soothing) Well, maybe you shouldn't worry about that just yet.

Ripley grabs his arm, surprising him.

RIPLEY How long?

Burke gazes at her, thoughtful.

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

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

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

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

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

MED-TECH (shouting) Code Blue! 415. Code Blue! 4-1-5!

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

RIPLEY No...noooo!

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

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

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

HER P.O.V. as the sheet rises. A GLIMPSE OF the CHITTERING HORROR...IT SCREECHES.

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

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

MED-TECH Bad dreams again? Do you want something to help you sleep?

RIPLEY (faint) No.. I've slept enough.

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

RIPLEY We made it, Jones. We made it.

But at what price?

CUT TO:

EXT. PARK                                                4

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

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

RIPLEY (voice over) Dumbshit.

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

Burke ENTERS in his usual mode, casual haste.

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

Ripley seems healthier now, but still a bit brittle.

RIPLEY Have they located my daughter yet?

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

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

RIPLEY Is she...?

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

Ripley studies the PHOTOGRAPH, stunned.

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

RIPLEY Amy.

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

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

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

Burke nods, a simpatico presence.

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

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

Burke puts a reassuring hand on her arm.

BURKE (gently) The hearing convenes at 0930. You don't want to be late.

INT. CORRIDOR - GATEWAY                                  5

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

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

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

RIPLEY I get the picture.

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

INT. CONFERENCE ROOM - ON RIPLEY - GATEWAY               6

She's not cool. Not unemotional.

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

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

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

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

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

RIPLEY Look, I told you...

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

Ripley sense the noose tightening.

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

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

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

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

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

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

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

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

Ripley grits her teeth in frustration.

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

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

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

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

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

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

Van Leuwen stands, out of patience.

VAN LEUWEN Thank you, that will be all.

Ripley stares him down, glowering at the board.

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

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

CUT TO:

INT. CORRIDOR                                            7

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

BURKE You had them eating out of your hand, kiddo.

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

BURKE (cheerfully) You are a head case. Have a donut.

INT. CONFERENCE ROOM - TIGHT ON RIPLEY - LATER           8

Van Leuwen clears his throat.

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

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

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

INT. CORRIDOR                                            9

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

RIPLEY (insistent) Why won't you check out LV-426?

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

RIPLEY What are you talking about. What people?

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

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

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

RIPLEY How many colonists?

VAN LEUWEN Sixty, maybe seventy families.

RIPLEY (low) Sweet Jesus.

ELEVATOR PASSENGER Do you mind?

Ripley's hand slides off the door, strengthless.

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

EXT. ALIEN LANDSCAPE - DAY                              10

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

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

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

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

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

EXT. COLONY COMPLEX                                     11

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

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

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

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

INT. MAIN CONCOURSE - NEAR CONTROL BLOCK                12

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

INT. OPERATIONS ROOM - CONTROL BLOCK                    13

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

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

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

SIMPSON Yeah. What?

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

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

LYDECKER So what do I tell this guy?

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

EXT. ACHERON - THE MIDDLE OF NOWHERE - A SIX-WHEELED    14 TRACTOR - DAY

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

INT. TRACTOR                                            15

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

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

ANNE Half mine, dear.

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

NEWT And half mine!

JORDEN I got too many partners.

NEWT Daddy, when are we going back to town?

JORDEN When we get rich, Newt.

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

Her older brother TIM sticks his jeering face close to       hers.

TIM You cheat too much.

NEWT Do not. I'm just the best.

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

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

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

NEWT Mom. All the kids play it...

JORDEN (reverently) Holy shiiit!

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

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

JORDEN Folks, we have scored big this time.

EXT. TRACTOR                                            16

Jorden and Anne step down, wearing ENVIRONMENT SUITS. Carrying LIGHTS, PACKS, CAMERAS, TEST GEAR. Their breath clouds in the chill air.

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

They trudge toward the alien derelict.

ANNE Shouldn't we call in?

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

ANNE (nervous) How about 'big weird thing'?

They pause at a twisted gash in the hull. Blackness inside.

INT./EXT. TRACTOR                                       17

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

TIM Cheater!

EXT. LANDSCAPE - NIGHT                                  18

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

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

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

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

TIM (quavering) It'll be okay, Newt. Dad knows what he's doing.

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

Anne, panting and terrified, grabs the dash mike.

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

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

CUT TO:

INT. RIPLEY'S APARTMENT - GATEWAY - DAY                 20

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

VOICE FROM VIDEO (o.s.) Hey, Bob! I heard you and the family are heading off for the colonies!

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

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

INT. CORRIDOR                                           21

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

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

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

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

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

INT. RIPLEY'S APARTMENT - A LITTLE LATER                22

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

RIPLEY No. There's no way!

BURKE Hear me out...

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

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

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

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

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

GORMAN (cool) We're trained to deal with these kinds of situations.

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

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

Burke is revealing his early days in sales.

RIPLEY Yeah, yeah. I saw the commercial.

BURKE I heard you were working in the cargo docks.

RIPLEY (defensive) That's right.

BURKE Running loaders, forklifts, that sort of thing?

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

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

RIPLEY If I go.

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

RIPLEY (frosty) Spare me, Burke. I've had my                   psych evaluation this month.

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

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

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

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

BURKE Think about it.

EXT. ACHERON LANDSCAPE - NIGHT                          23

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

CUT TO:

INT. APARTMENT                                          24

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

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

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

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

BURKE That's the plan. My word on it.

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

RIPLEY All right. I'm in.

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

RIPLEY And you my dear, are staying right here.

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

CUT TO:

EXT. DEEP SPACE - THREE WEEKS LATER                     25

An empty starfield. Metal spires slice ACROSS FRAME.

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

INT. CORRIDOR TO CARGO LOCK                             26

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

INT. CARGO LOCK                                         27

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

INT. BRIDGE                                             28

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

INT. HYPERSLEEP VAULT                                   29

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

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

DISSOLVE TO:

INT. HYPERSLEEP VAULT                                   30

Lit up, white and sterile.

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

MASTER SERGEANT APONE                   UNIT LEADER

CORPORAL HICKS                        B-TEAM LEADER

CORPORAL DIETRICH (female)                 MED-TECH

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

PRIVATE DRAKE                  'SMART-GUN' OPERATOR

PRIVATE FROST                               TROOPER

PRIVATE CROWE                               TROOPER

PRIVATE WIERZBOWSKI                         TROOPER

CORPORAL FERRO (female)             DROP-SHIP PILOT

PFC SPUNKMEYER                  DROP-SHIP CREW CHIEF

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

GROANS echo across the chamber.

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

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

DRAKE They ain't payin' us enough for this.

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

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

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

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

HUDSON This floor's freezing.

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

HUDSON Would you, Sir?

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

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

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

VASQUEZ No. Have you?

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

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

FROST Hey, hand job, you take my                   towel?

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

HICKS You just got three weeks.

SPUNKMEYER I mean breathing, not this frozen shit.

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

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

INT. SHOWERS                                            31

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

VASQUEZ Who's the fresh meat again?

FERRO She's supposed to be some kinda consultant... (exaggerated) ...She was an alien once.

HUDSON Whoooah! No shit? I'm impressed.

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

INT. MESS HALL                                          32

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

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

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

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

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

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

HICKS (low) Looks like that new Lieutenant's                   too good to eat with us grunts.

WIERZBOWSKI (glancing                          over shoulder) Yeah. Got a corn cob up his ass, definitely.

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

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

Ripley spins on Burke, her tone accusing.

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

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

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

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

BISHOP I'm shocked. Was it an older model?

BURKE Cyberdyne Systems 120-A/2.

Bishop turns to Ripley, very conciliatory.

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

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

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

Burke and Gorman exchange glances.

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

WIERZBOWSKI She don't like the cornbread either.

INT. READY ROOM - TIGHT ON APONE - ARMORY               33

bellowing.

APONE Tench-hut!

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

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

HUDSON Sir?

GORMAN (annoyed) Yes, Hicks?

HUDSON Hudson, Sir. He's Hicks.

GORMAN What's the question?

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

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

WIERZBOWSKI A what?

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

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

RIPLEY I've dictated what I know on                   these.

APONE Tease us a bit.

SPUNKMEYER Yeah...previews.

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

HUDSON Sounds like you, Hicks.

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

VASQUEZ I only need to know one thing.

RIPLEY Yes?

VASQUEZ Where they are.

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

DRAKE Yo! Vasquez. Kick ass!

VASQUEZ Anytime. Anywhere.

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

VASQUEZ Fuck you.

HUDSON Anytime. Anywhere.

RIPLEY (icy) Am I disturbing you conversation Mr. Hudson?

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

RIPLEY I hope you're right. I really do.

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

GORMAN Are there any questions? Hudson?

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

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

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

EXT. SPACE - ACHERON                                    34

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

INT. BRIDGE                                             35

Bishop is installed in his command seat, hemmed in by       instrumentation.

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

INT. LOADING BAY - TIGHT ON MASSIVE FORKS - CARGO LOCK  34

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

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

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

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

INT. READY ROOM - ARMORY                                37

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

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

INT. LOADING BAY - ANGLE ON BURKE AND GORMAN            38

with pre-flight activity b.g.

BURKE Still nothing from the colony?

GORMAN Dead on all channels.

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

FROST Clear, please.

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

HUDSON Excuse me.

ANGLE ON APONE standing with Hicks, as Ripley approaches him

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

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

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

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

TWO SHOT APONE AND HICKS skeptical. Considering.

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

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

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

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

RIPLEY Where you want it?

Hicks looks at Apone, cocks an eyebrow appreciatively.

INT. READY ROOM - ARMORY                                39

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

WEB BELTS. PACKS. HARNESSES. HELMETS. COM-SETS. Their fingers move methodically over the fastenings. It has its own rhythm...CLICK. CLICK. CLICK.

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

INT. DROP-SHIP - APC                                    40

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

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

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

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

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

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

HICKS Save it.

HUDSON Sure, Hicks.

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

BURKE Here we go.

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

EXT. SULACO                                             41

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

INT. COCKPIT                                            42

Ferro and Spunkmeyer run rapidly through the switches.

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

EXT. SULACO - DROP-SHIP                                 43

Hydraulic WHINE. Clamps SLAM BACK. The ship drops.

INT. DROP-SHIP - APC                                    44

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

EXT. DROP-SHIP                                          45

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

INT. COCKPIT                                            46

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

FERRO (icy calm) Switching to DCS ranging.

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

FERRO Got it. Rough air ahead.

INT. HOLD - APC                                         47

TIGHT ON HICKS asleep in his harness.

FERRO (voice over;                          filtered) Stand by for some chop.

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

RIPLEY How may drops is this for you, Lieutenant?

GORMAN Thirty-eight...simulated.

VASQUEZ How many combat drops?

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

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

INT. COCKPIT                                            48

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

EXT. DROP-SHIP                                          49

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

INT. HOLD - APC                                         50

Stumbling as the ship pitches, Ripley makes her way forward to the MOBILE TACTICAL OPERATIONS BAY (MTOB), a control console lined with monitor screens. She joins Burke watching over Gorman's shoulder as the Lieutenant plays the board like a video director.

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

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

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

GORMAN (o.s)                   ...that's better. Pan it around a bit.

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

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

Ripley watches the AP station loom on the exterior screens.

RIPLEY That the atmosphere processor?

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

EXT. SHIP - AP STATION                                  51

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

INT. HOLD - APC                                         52

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

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

RIPLEY The structure seems intact. They have power.

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

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

APONE Awright! I want a nice clean dispersal this time.

Ripley turns as Vasquez squeezes past her.

VASQUEZ You staying in here?

RIPLEY You bet.

VASQUEZ (turning away) Figures.

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

APONE Ten seconds, people. Look sharp!

EXT. COLONY COMPLEX                                     53

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

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

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

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

APONE Vasquez, take point. Let's move.

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

EXT. COLONY BUILDING                                    54

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

APONE Sealed. Hudson, run a bypass.

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

APONE First squad, assemble on me at                   the main lock.

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

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

INT. COLONY - MAIN CONCOURSE                            55

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

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

INT. APC                                                56

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

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

INT. MAIN CONCOURSE - SECOND LEVEL                      57

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

HICKS Nothing. No movement.

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

INT. APC                                                58

Ripley et al watching.

BURKE Looks like my room in college.

Nobody laughs.

INT. SECOND LEVEL                                       59

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

INT. LOWER LEVEL - QUARTERS                             60

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

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

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

INT. DROP-SHIP - APC                                    61

Ripley watches Hicks' monitor.

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

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

TIGHT ON RIPLEY knowing what it is.

HICKS (voice over;                          filtered) You seeing this okay? Looks melted.

Burke raises an eyebrow at Ripley.

BURKE Hmm. Acid for blood.

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

INT. FIRST LEVEL                                        62

Hudson is looking at something.

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

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

APONE Second squad? What's your status?

HICKS (voice over;                          filtered) Just finished our sweep. Nobody home.

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

INT. APC                                                63

Gorman turns to the others.

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

INT. FIRST LEVEL                                        64

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

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

VASQUEZ (sotto voice) Pendejo jerkoff.

EXT. COLONY COMPLEX                                     65

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

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

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

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

INT. APC                                                66

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

EXT. APC - SOUTH LOCK                                   67

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

RIPLEY (shouting) Burke!

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

WIERZBOWSKI Scare you?

RIPLEY Christ, Wierzbowski!

WIERZBOWSKI Sorry. Hicks said to keep an                   eye on you.

He gestures for her to precede him inside.

INT. CONTROL BLOCK CORRIDOR                             68

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

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

BURKE (unconcerned) It's insured.

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

Trooper Frost emerges from a side corridor ahead.

FRONT Sir, you should check this out...

He leads the way into the corridor.

INT. CORRIDOR                                           69

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

FROST Right ahead here...

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

INT. MEDICAL WING                                       70

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

WIERZBOWSKI Last stand.

GORMAN No bodies?

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

TIGHT ON RIPLEY transfixed by something.

RIPLEY (low) Over there.

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

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

BURKE Are these the same...?

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

RIPLEY Watch it, Burke...

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

HICKS (to Burke) It likes you.

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

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

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

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

HICKS Poor bastard.

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

HICKS Behind us.

He gestures at the corridor they just passed through.

RIPLEY One of us?

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

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

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

INT. CORRIDOR                                           71

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

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

INT. KITCHENS                                           72

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

HICKS It's moving.

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

VASQUEZ Which way?

Hicks nods toward a complicated array of food processing equipment. They move forward, weapons leveled.

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

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

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

VASQUEZ You fuck!

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

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

RIPLEY (soothingly) Come on out. It's all right...

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

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

HICKS Ow! Shit. Watchit, she bites.

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

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

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

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

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

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

Newt goes limp, almost catatonic.

CLOSE ON NEWT'S TRAUMATIZED, VACANT STARE her lips are white and trembling, her eyes track wildly and she flinches from unseen terrors. We READ a dark nightmare world in her eyes.

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

FIRST GRADE CITIZENSHIP AWARD REBECCA JORDEN

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

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

GORMAN (o.s.) What's her name again?

DIETRICH (o.s.) Rebecca.

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

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

No response. Ripley enters, carrying a coffee mug.

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

RIPLEY (sharply) Gorman! Give it a rest would you.

Gorman stands with a sigh of dismissal.

GORMAN Total brain-lock.

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

She unsnaps the bio-monitoring cuff.

GORMAN Come on, we're wasting our time.

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

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

RIPLEY Here, try this. A little instant hot chocolate.

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

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

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

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

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

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

Newt gazes at her. Ripley smiles.

INT. OPERATIONS                                         74

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

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

Hudson bashes at the keyboard, his fingers dancing expertly.

BURKE (to Gorman) What's he scanning for?

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

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

INT. OFFICE                                             75

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

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

Newt's voice is almost inaudible.

NEWT N-newt.

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

RIPLEY What did you say?

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

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

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

Ripley picks up her tiny limp hand, shaking it       formally.

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

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

NEWT Casey. She's my only friend.

RIPLEY What about me?

Newt's reply is flat, neutral.

NEWT I don't want you for a friend.

RIPLEY Why not?

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

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

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

RIPLEY (soothingly) They'd be here if they could, honey. I know they would.

NEWT (with cold certainty) They're dead.

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

NEWT You promise?

RIPLEY Cross my heart.

NEWT And hope to die?

Ripley smiles grimly at the inadvertently macabre expression.

RIPLEY (quietly) And hope to die.

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

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

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

INT. OPERATIONS                                         76

Everyone jumps as Hudson cries out triumphantly.

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

GORMAN Alive?

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

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

HICKS Looks like a Goddamn town meeting.

GORMAN Let's saddle up.

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

EXT. ACHERON - TWILIGHT                                 77

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

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

INT. APC                                                78

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

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

RIPLEY The 'maze'? You mean the air ducts?

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

RIPLEY You're really something, ace.

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

EXT. APC/STATION                                        79

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

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

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

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

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

The thrumming of machines grows louder as they descend.

INT. APC                                                80

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

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

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

INT. COMPLEX                                            81

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

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

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

INT. APC                                                82

Ripley stares at the scene in dread fascination.

GORMAN What is it?

RIPLEY I don't know.

GORMAN (to team) Proceed inside.

INT. ALIEN STRUCTURE                                    83

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

INT. APC                                                84

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

RIPLEY (low) Oh God... CLOSE ON VIDEO as it PAN SLOWLY...REVEALING a        bas-relief of detritus from the colony:  furniture, wiring, human bones, skulls...Fused together with a       translucent, epoxylike substance.

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

GORMAN They ripped apart the colony for building materials.

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

INT. ALIEN STRUCTURE                                    85

Steam swirls around them as the troopers move deeper inside.

FROST Hotter'n hell in here.

HUDSON Yeah...but it's a dry heat.

INT. APC                                                86

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

RIPLEY They're right under the primary heat exchangers.

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

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

BURKE (realizing) She's right.

GORMAN So.

RIPLEY So...then the fusion containment shuts down.

GORMAN (impatient) So? So?

BURKE We're talking thermonuclear explosion.

GORMAN Shit. (into                         mike) Apone, collect magazines from everybody. We can't                  have any firing in there.

INT. ALIEN STRUCTURE                                    87

The troopers look at each other in dismay.

WIERZBOWSKI Is he fucking crazy?

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

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

APONE Let's go. Pull 'em out.

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

Vasquez turns hers over reluctantly.

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

HICKS (low,                         to Hudson) I always keep this handy. For close encounter.

APONE (o.s.) Let's move. Hicks, back us up.

INT. LARGER CHAMBER                                     88

The air is thick. Lights flare.

GORMAN (voice over;                         very faint) Any movement?

Hudson watches his tracker, scanning.

HUDSON Nothing. Zip.

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

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

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

DIETRICH Sir!

The woman's lips move feebly.

WOMAN Please...God...kill me.

INT. APC                                                89

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

INT. COCOON CHAMBER                                     90

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

APONE Flame thrower! Move!

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

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

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

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

HUDSON Movement!

APONE Position?

HUDSON Can't lock up...

APONE (with an edge) Talk to me, Hudson.

HUDSON Uh, seems to be in front and behind.

INT. APC                                                91

Gorman is plating with the gain controls on the monitors.

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

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

RIPLEY (low) Pull you team out, Gorman.

INT. COCOON CHAMBER - TIGHT ON SEVERAL WALLS AND        92 CEILING NICHES

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

APONE Go to infrared. Looks sharp people!

The squad members snap down their image-intersifier visors.

HUDSON Multiple signals. All round. Closing.

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

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

INT. APC                                                93

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

INT. COCOON CHAMBER                                     94

Vasquez nods to Drake with grim satisfaction.

VASQUEZ Let's rock.

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

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

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

INT. APC                                                95

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

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

HICKS (voice over) Not that tunnel, the other one!

CROWE (voice over) You sure? Watch it...behind you. Fucking move, will you!

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

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

GORMAN Shut up. Just shut up!

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

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

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

Ripley watches it fall apart.

GORMAN I said...

INT. COCOON CHAMBER                                     96

Apone adjusts his headset.

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

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

APONE Dietrich? Crowe? Sound off! Wierzbowski?

Nothing. He spins. Almost blows Hudson's head off.

HUDSON (freaked) We're getting juked! We're                  gonna die in here!

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

APONE Yeah. Right. Right! Fuck the heat exchanger!

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

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

INT. APC                                                97

Apone's monitor SPINS CRAZILY AND GOES DARK.

GORMAN (distantly) I told them to fall back...

RIPLEY (viciously) They're but off! Do something!

But he's gone. Total brain-lock.

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

RIPLEY (in passing) Newt, put your seatbelt on!

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

GORMAN Ripley, what the hell...?

She slams the tractor into gear.

EXT. APC                                                98

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

INT. APC                                                99

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

GORMAN (shrill) What are you doing? Turn around! That's an order!

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

INT. ALIEN STRUCTURE                                   100

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

INT. COCOON CHAMBER                                    101

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

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

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

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

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

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

INT. APC                                               102

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

VASQUEZ Drake! He's down!

Hicks screams right in her face.

HICKS He's gone! Forget it, he's                  gone!

VASQUEZ (irrational) No.. No, he's not. He's --

Burke and Hudson help him drag her from the door.

HICKS (to Ripley) Let's go!

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

HICKS Get on the Goddamn door!

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

EXT. APC                                               103

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

INT./EXT. APC                                          104- 105

Something lands on the roof with a metallic clang.

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

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

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

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

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

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

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

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

EXT. APC                                               106

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

INT. APC                                               107

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

RIPLEY Newt? Where's Newt?

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

RIPLEY You okay?

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

HUDSON Jesus...Jesus...I don't believe it.

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

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

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

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

VASQUEZ He's fucking dead!

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

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

Hicks pushes her back. Right in her face.

HICKS Hold it. Hold it. Back off, right now.

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

RIPLEY Looks like it stung him.

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

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

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

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

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

HUDSON (sagging) Oh, God. Jesus. This ain't                  happening.

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

INT. MED LAB                                           108

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

SPUNKMEYER Need anything else?

Bishop waves "no" without looking up.

EXT. COLONY - DROP-SHIP                                109

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

INT. APC                                               110

ON VASQUEZ wired and intense.

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

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

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

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

RIPLEY Why not?

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

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

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

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

RIPLEY Bullshit!

VASQUEZ Yeah, bullshit. Watch us.

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

Ripley faces Burke squarely and she's not pleased.

RIPLEY Look, Burke. We had an agreement.

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

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

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

RIPLEY You son of a bitch.

BURKE (hardening) Don't make me pull rank, Ripley.

RIPLEY What rank? I believe Corporal Hicks has authority here.

BURKE Corporal Hicks!?

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

HICKS Looks that way.

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

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

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

FERRO (voice over; static) Standing by.

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

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

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

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

Ripley sits behind Newt, putting her arm around her.

RIPLEY We're going home, honey.

EXT. DROP-SHIP                                         111

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

EXT. APC                                               112

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

INT. DROP-SHOP COCKPIT                                 113

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

FERRO Spunkmeyer? Goddammit.

The compartment door behind her slides slowly back.

FERRO (turning) Where the fu --

Her eyes widen. It's not Spunkmeyer.

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

EXT. APC - LANDSCAPE - STATION                         114

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

RIPLEY Run!

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

The drop-ship skips again, like a stone, engulfed in       flames...AND CRASHES INTO THE STATION. A TREMENDOUS FIREBALL.

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

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

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

HICKS Are you finished? (to Ripley) You okay?

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

NEWT I guess we're not leaving, right?

RIPLEY I'm sorry, Newt.

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

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

BURKE (annoyed) May be could build a fire and sing songs.

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

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

EXT. CONTROL BLOCK - NIGHT                             115

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

INT. OPERATIONS                                        116

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

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

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

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

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

HICKS About seventeen days.

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

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

Ripley indicates Newt, who salutes Hudson smartly.

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

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

HUDSON Aye-firmative. I'm on it.

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

RIPLEY Fine. You do that.

INT. OPERATIONS                                        117

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

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

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

He traces a finger along the abstract ground plan.

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

HICKS We gotta figure on them getting into the complex.

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

Hicks contemplates her game plan and raises his hand, satisfied.

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

HUDSON Aye-firmative.

NEWT (imitating Hudson) Aye-firmative!

INT. SERVICE TUNNEL - SUBLEVEL                         118

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

VASQUEZ (shouting) Testing!

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

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

INT. SECOND LEVEL CORRIDOR                             119

Hicks pauses in his work.

HICKS (into mike) Roger.

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

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

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

HICKS Just a...precaution. You know.

Ripley pauses for a moment, regarding him quizzically.

RIPLEY (strapping                         it on) Thanks.

HUDSON Uh, what's next?

She consults a printout of the floor plan.

EXT. CONTROL BLOCK                                     120

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

INT. CORRIDOR                                          121

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

INT. MED LAB ANNEX - OPERATING ROOM                    122

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

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

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

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

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

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

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

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

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

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

RIPLEY Oh. Sorry, Newt.

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

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

RIPLEY (quietly) Yes, there are, aren't there.

NEWT Why do they tell little kids that?

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

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

NEWT Did one of those things grow inside her?

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

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

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

RIPLEY No, it's different, honey.

NEWT Did you ever have a baby?

RIPLEY Yes. A little girl.

NEWT Where is she?

RIPLEY (quietly) Gone.

NEWT You mean dead.

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

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

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

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

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

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

NEWT Don't go! Please.

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

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

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

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

INT. MED LAB                                           123

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

RIPLEY (voice over) How is he?

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

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

RIPLEY Now let me get this straight. The aliens paralyzed the colonists, carried them over there, cocooned them to be hosts for more of those...

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

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

BISHOP Yes. That follows.

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

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

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

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

RIPLEY Could it be intelligent?

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

Ripley ponders the ramifications of Bishop's analysis.

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

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

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

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

RIPLEY Burke!

INT. MED LAB ANNEX                                     124

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

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

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

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

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

BURKE Now, wait a second --

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

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

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

BURKE Look, maybe the thing didn't even exist, right? And if I'd made it                  a major security situation, the Administration would've stepped in. Then no exclusive rights, nothing.

He shrugs, his manner blase, dismissive.

BURKE It was a bad call, that's all.

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

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

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

BURKE (sadly) I expected more of you, Ripley. I thought you would be smarter than this.

RIPLEY Sorry to disappoint you.

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

INT. CORRIDOR                                          125

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

INT. OPERATIONS                                        126

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

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

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

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

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

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

INT. SERVICE TUNNEL - TIGHT ON RSS GUNS                127

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

INT. OPERATIONS                                        128

The digital counter on B gun reads zero.

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

SILENCE. Then a GONGLIKE BOOMING echoes eerily up from sublevel.

RIPLEY They're at the fire door.

The BOOMING INCREASES in volume and ferocity.

HUDSON Man, listen to that.

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

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

HUDSON Well, that's a switch.

INT. OPERATIONS - MINUTES LATER                        129

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

BISHOP That's it. See it? Emergency venting.

RIPLEY How long until it blows?

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

HICKS We got problems.

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

RIPLEY And it's too late to shut it down?

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

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

VASQUEZ Hudson, give us a break.

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

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

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

RIPLEY (pacing) I don't care how! Think of a                  way. Think of something.

HUDSON Think of what? We're fucked.

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

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

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

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

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

BISHOP (quietly) I'll go.

RIPLEY What?

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

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

VASQUEZ Listen. It's stopped.

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

HICKS Well, they're into the complex.

INT. MED LAB                                           130

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

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

Ripley looks at her watch.

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

BISHOP (cheerfully) See you soon.

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

INT. CONDUIT                                           131

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

INT. MED LAB                                           132

Ripley jumps as an ALARM suddenly blares through the complex.

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

RIPLEY (into mike) On my way.

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

INT. OPERATIONS                                        133

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

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

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

RIPLEY Now many?

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

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

RIPLEY They retreated. The guns stopped them.

The moment stretches. Everyone exhales slowly.

HICKS Yeah. But look...

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

HICKS Newt time then can walk right up and knock.

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

HUDSON Maybe we got 'em demoralized.

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

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

HICKS How long since you slept? Twenty-four hours?

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

RIPLEY (grimly) They'll get us.

HICKS Maybe. Maybe not.

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

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

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

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

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

RIPLEY What do I do?

INT. CONDUIT                                           134

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

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

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

INT. OPERATIONS                                        135

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

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

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

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

CLACK.

HICKS You're ready again.

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

RIPLEY What's this?

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

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

HICKS Yeah. I've noticed.

INT. CORRIDOR                                          136

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

RIPLEY How do you feel?

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

RIPLEY Forget it.

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

GORMAN You still want to kill me?

VASQUEZ (turning away) It won't be necessary.

INT. MED LAB - ANNEX                                   137

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

INT. MED LAB - O.R.                                    138

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

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

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

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

RIPLEY There, there. Sssshh. It's all right.

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

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

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

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

He punches a key marked "ENABLE."

INT. SULACO CARGO LOCK - IN ORBIT                      140

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

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

INT. OPERATING ROOM - TIGHT ON RIPLEY - MED LAB        141

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

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

RIPLEY (whispers) Newt. Newt, wake up.

NEWT Wah...? Where are...?

RIPLEY (whispers) Sssh. Don't move. We're in                  trouble.

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

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

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

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

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

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

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

RIPLEY (shouting) Hey...hey!

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

RIPLEY Hicks! Hicks!

INT. OPERATIONS - TIGHT ON VIDEO MONITOR               142

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

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

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

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

BURKE (calmly) Excellent.

INT. OPERATING ROOM                                    143

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

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

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

NEWT Mommy...mommmyyyyy...

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

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

RIPLEY I know, honey. Me too.

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

INT. OPERATIONS                                        144

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

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

INT. OPERATING ROOM                                    145

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

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

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

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

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

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

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

HICKS The corner! Ready?

HUDSON Do it!

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

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

RIPLEY (coughing) Burke...it was Burke.

INT. OPERATIONS - ANGLE ON HUDSON                      146

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

HUDSON (intense) I say we grease this rat-fuck son of a bitch right now!

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

HICKS (pacing) I don't get it. It doesn't                  make any Goddamn sense.

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

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

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

HICKS Wait a minute. We'd know about it.

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

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

BURKE This is total paranoid delusion. It's pitiful.

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

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

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

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

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

RIPLEY They cut the power.

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

Ripley picks up her rifle and thumbs off the safety.

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

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

INT. CORRIDOR                                          147

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

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

ON HUDSON scanning the med lab and the nearby barrier.

RIPLEY (voice over) Anything?

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

HUDSON There's something.

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

HUDSON It's inside the complex.

VASQUEZ (voice over) You're just reading me.

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

RIPLEY Hudson, stay cool. Vasquez?

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

VASQUEZ (cool) Hudson may be right.

INT. OPERATIONS                                        148

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

HICKS (low) It's game time.

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

INT. CORRIDOR                                          149

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

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

RIPLEY (voice over) Just get back here!

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

INT. OPERATIONS                                        150

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

HUDSON Movement! Signal's clean.

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

HUDSON Range twenty meters.

RIPLEY (to Vasquez) Seal the door.

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

HUDSON Seventeen meters.

HICKS Let's get these things lit.

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

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

HICKS We didn't miss anything.

HUDSON Fifteen meters.

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

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

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

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

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

HUDSON Nine meters. Eight.

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

HUDSON It's readin' right. Look!

Ripley fiddles with her tracker, adjusting the tuning.

HICKS Well you're not reading it right!

HUDSON Six meters. Five. What the fu --

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

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

HICKS' P.O.V.                                          151

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

ON HICKS                                               152

blasted by fear.

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

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

RIPLEY Medical! Get to medical!

She dashes for the corridor.

INT. MED LAB CORRIDOR                                  153

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

RIPLEY Burke! Open the door!

NEWT Look!

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

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

INT. OPERATIONS                                        154

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

HUDSON (hysterical) Let's go! Let's go!

HICKS Fuckin' A!

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

INT. CORRIDOR

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

HICKS (o.s.) Hold you fire!

The troopers seem to materialize out of the smoke.

RIPLEY (indicating door) Locked.

HICKS Stand back.

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

GORMAN You can't use those in here!

VASQUEZ Right. Fire in the hole!

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

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

VASQUEZ (shouting) What?

INT. MED LAB ANNEX                                     156

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

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

INT. MED LAB                                           157

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

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

CUT TO:

INT. MED LAB ANNEX                                     158

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

NEWT Come on! This way.

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

RIPLEY Stay behind me.

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

NEWT Come on. Crawl faster.

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

NEWT Sure. Go left.

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

NEWT Go right.

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

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

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

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

EXT. UP-LINK RELAY - LANDING FIELD                     159

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

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

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

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

INT. AIR DUCT                                          160

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

The beam of Ripley's light wavers hypnotically in the tunnel ahead. She blinks, seeing something...not sure. A GLINTING OBSCENE FORM MOVING TOWARD THEM, filling the tunnel at the absolute limit of the light's power.

RIPLEY Back. Go back!

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

VASQUEZ (icy) Losing fuel.

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

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

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

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

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

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

INT. SERVICE WAY                                       161

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

NEWT This way. Come on, we're almost there!

RIPLEY Newt, wait!

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

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

NEWT Here! Go up.

INT. CHUTE                                             162

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

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

NEWT Just up there --

Newt slips, a rusted rib collapsing under her foot. She slides...catches herself with one hand. Ripley reaches for her, dropping her light. The hand-light goes skittering and bumping down the chute, around a bend, and disappears.

Ripley strains, reaching, her hand groping for Newt's.       They miss, inches apart.

NEWT Riiiiipppleee --

She slips. Hicks lunges, grabbing her oversized jacket. AND SHE SLIPS OUT OF IT. With an echoing scream Newt plummets, sliding down the chute into darkness.

MOVING WITH HER, the walls racing by in a dizzy blur like a bobsled ride. THe shaft pitches left. Newt bounces, sliding halfway up the wall. The chute forks ahead. Newt tumbles into the right shaft, which drops at a       steeper angle into the depths. Just disappearing down the LEFT SHAFT we SEE Ripley's light.

Ripley looks Hicks in the eye. And kicks free...sliding down the chute after Newt. Ripley slams her feet into the side-ribs, bracing herself in a controlled descent. Ripley reaches the "V." Sees the glow of the light in       the left fork. She goes left.

RIPLEY Newt!

She hears a plaintive reply, so echoey and distorted it       has no direction.

NEWT (o.s.) Mommy...where are you?

Ripley reaches the bottom of the chute where it       intersects with a HORIZONTAL SERVICE TUNNEL. The light is lying there, but no Newt. The echoing wail comes again.

NEWT (o.s.) Moooommeeee...

Ripley starts down the tunnel, answering. Newt's call comes again. Fainter? She can't tell. She spins in       a growing panic, starts the other way.

RIPLEY (to her headset) Hicks, get down here. I need that locator.

INT. SUBBASEMENT                                       163

Newt is in a low grottolike chamber, filled with pipes and machines. It is flooded, almost up to Newt's waist. She looks up, seeing light streaming through a grating. Ripley's voice seems to come from there.

RIPLEY (o.s.) Newt! Star wherever you are!

Newt climbs some pipes, straining to reach the grating.

INT. SERVICE TUNNEL                                    164

Hicks joins Ripley, unsnapping the emergency-locator from his belt. They follow the signal into a lighted area where the power apparently was not cut.

HICKS This way. We're close...

Following the signal they come to a grating set in the floor.

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

Ripley runs to the grating. Looking down she sees Newt's       tearstreaked face. Newt reaches up. Her tiny fingers wriggle up through the bars of the grate. Ripley squeezes the child's precious fingertips.

RIPLEY Climb down, honey. We have to                  cut through this grate.

Newt backs away, climbing down the pipe as Hicks cuts into the bars with his hand-torch.

INT. SUBBASEMENT                                       165

Newt, standing waist deep in the water, watches sparks shower blindingly as Hicks cuts. She bites her lip, trembling. Cold and terrified. Silently a glistening shape rises in one graceful motion from the water behind her. It stands, dripping, dwarfing her tiny form. Newt turns, sensing the movement...She SCREAMS as the shadow engulfs her.

INT. SERVICE TUNNEL                                    166

Ripley panics, hearing screaming below, then splashing. She and Hicks kick desperately at the grating, smashing it down. Heedless of the cherry-hot edges Ripley lunges into the hole with her light.

RIPLEY Newt! Newt!

The surface of the water reflects the beam placidly. Newt is gone. Bobbing in the water, eyes staring, is       "Casey" the doll head. In sinks slowly, distorting, vanishing in darkness.

Hicks pulls Ripley away from the hole. She struggles furiously, trying to tear out of his grip.

RIPLEY No! Noooo!

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

HICKS (intense) She's gone! Let's go!

He sees something moving toward them through a lattice of pipes. Ripley is irrational. Hysterical.

RIPLEY No! No! She's alive! We                  have to --

HICKS All right! She's alive. I                  believe it. But we gotta get moving! Now!

He drags her toward an ELEVATOR not far away at the end of the tunnel. Gets her inside, slamming her against the back wall. Hits the button to go to surface level. An alien warrior leaps into the tunnel, starts toward them. The doors are closing. Not fast enough. The creature gets one arm through, the doors closing on       it. THEY OPEN AGAIN, an automatic safety feature. THE WARRIOR HISSES, LUNGING. Hicks FIRES, POINT-BLANK. It       spins away, SCREECHING. Acid sluices between the closing doors, across Hicks' armored chest plate, as he shields Ripley with his body. The lift starts upward. Hicks' fingers race with the clasps as the stuff eats its way toward his skin. Galvanized out of her hysteria, Ripley claws at his armor, helping him as much as she can. He       screams as the acid contacts his chest and arm. He       shucks out of the combat armor like a madman, dropping the smoking pieces to the floor. Acrid fumes fill the air, searing eyes and lungs. The elevator stops. The doors part and they stumble out, Ripley supporting Hicks who is doubled over in agony.

RIPLEY Come on, you can make it. Almost there.

EXT. LANDING FIELD                                     167

Drop-ship two descends toward the landing grid, side-slipping in hurricane gusts. Bishop stands, guiding it with the portable terminal. The ship sets down hard. Slides sideways. Stops. Bishop turns as Ripley and Hicks stumble out of a doorway in the colony building behind him. He goes to them, helping to support Hicks and they run toward the ship, buffeted by the gale. Ripley shouts, her words barely audible over the wind.

RIPLEY HOW MUCH TIME?

BISHOP PLENTY! TWENTY-SIX MINUTES!

RIPLEY WE'RE NOT LEAVING!

The loading ramp deploys and they run into the ship.

EXT. PROCESSING STATION                                168

An infernal engine, roaring out of control. Steam blasts and swirls, lightning zaps around the superstructure and columns of incandescent gas thunder hundreds of feet into the air.

We APPROACH, hypnotically. The drop-ship ENTERS FRAME, moving toward the station. It pivots, hovering in the blasting turbulence, and settles onto a NARROW LANDING PLATFORM ten levels above the ground, or about a third of the way up the enormous structure.

INT. DROP-SHIP                                         169

Ripley finishes winding tape around a bulky object and drops the roll. She has crudely fastened a M-41A assault rifle together, side by side, with a flamethrower. A massive, unwieldy package of absolute firepower. Her movements are curt, precise...determined. She works rapidly, snatching magazines, grenades, belts and other gear from the fully stocked ordnance racks of the drop-ship.

Bishop comes aft from the pilot's compartment to help Hicks dress his injuries. Hicks is sprawled in a flight seat, the contents of a FIELD MEDICAL KEY strewn around him. He's out of the game...contorted with pain.

BISHOP Ripley...

RIPLEY She's alive. They brought her here and you know it.

BISHOP In seventeen minutes this place will be a cloud of vapor the size of Nebraska.

Ripley is stuffing gear rapidly into a satchel, her hands flying.

RIPLEY Hicks, don't let him leave.

HICKS (grimacing with                         pain) We ain't going anywhere.

She hefts the hybrid weapon, grabs the satchel and spins to the door controls. The door opens. Wind and machine-thunder blast in.

RIPLEY See you, Hicks.

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

HICKS Dwayne. It's Dwayne.

Ripley grabs his hand. They share a moment, albeit brief. Mutual respect in the valley of death.

RIPLEY Ellen.

HICKS (nods with                         satisfaction) Don't be long, Ellen.

Ripley runs down the ramp, crossing the platform to the open doors of a LARGE FREIGHT ELEVATOR. The doors close.

INT. FREIGHT ELEVATOR                                  170

The elevator descends. Bars of light move rhythmically across her as Ripley stands facing the doors, watching the landings go by. The heat grows more intense. Pipes glowing cherry-red pass by. Steam hisses and billows. The lift clatters in a steady beat. Hypnotic.

Ripley removes her jacket and dons a battle harness directly over her T-shirt. Her hair is matted, and she glistens with sweat. Her eyes burn with a       determination that holds the gut-panic in check.

The elevator descends. She checks her weapon. Attaches a BANDOLIER OF GRENADES to her harness. Primes the flamethrower. Checks the rifle's magazine. Racks the bolt, chambering the first round. She checks the MARKING FLARES jammed in the thigh pockets of her jump pants. She drops an unprimed grenade, trembling, forcing herself to be strong. We SEE she doesn't       know doodley about grenades.

This is the most terrifying thing she has ever done. She begins to hyperventilate, soaking with sweat. Her fingers slick and slippery on the rifle. The elevator descends.

The lift motors whine, slowing. It hits bottom with a       bump. The safety cage retracts. Slowly, expectantly, the doors open.

HER P.O.V. THROUGH the parting doors...an empty corridor. Dark, swirling with steam, a ruddy glow VISIBLE here and there. It seems to have been a descent into Dantean Hell. The air itself vibrates with heat distortion. Couplings groan. Machinery whines and throbs. Like the beating of a vast heart the pounding of massive pumps echoes through the station.

INT. CORRIDOR                                          171

Ripley moves out of the lift, knuckles white on the rifle. Her eyes dart, straining to penetrate the lethal gloom. Behind her we SEE a SECOND ELEVATOR next to       hers, its lift cage somewhere on a higher floor. Ahead the corridor is encrusted with the alien excressence and not far down the bio-mechanoid catacomb begins. She enters the maze, darting glances at Hick's LOCATOR, taped to the top of her kludge weapon.

A VOICE echoes down the tunnels, calm and mechanical.

VOICE Attention. Emergency. All personnel must evacuate immediately. You now have fourteen minutes to reach minimum safe distance.

INT. CATACOMB                                          172

Range and direction read out in rapid-fire alpha-numerics on the locator display.

Ripley blinks sweat out of her eyes, moving through the swirling steam of the alien maze. She approaches an       intersecting tunnel. Flashing emergency lights illuminate the insane fresco of the walls. She spins, firing the flamethrower. Nothing there. She whirls back. Moves forward, trembling and adrenalized.

Skeletal figures drown in the walls, frozen in macabre tormented positions like human insects in amber. Steam blasts, blinding her. The locator signal strengthens an she turns, crouches through a low passage, turns again. At each intersection she quickly lights a FIFTEEN-MINUTE MARKING FLARE and drops it. For the way back. She has to turn sideways, inching through a fissure between two walls of death...cocoon niches, human bas-relief sealed in resin.

SUDDENLY SOMETHING SHOOTS OUT, GRABBING HER! A hand. She recovers, then recognizes the face sealed in       the wall. Carter Burke.

BURKE Ripley...help me. I can feel it...inside. Oh, God...it's                  moving! Oh gooood...

She looks at him. No one deserves this.

RIPLEY Here.

She hands him a grenade, wrapping his fingers around the spoon, and pulls the primer. She moves on.

VOICE You now have eleven minutes to                  reach minimum safe distance.

Ripley moves ahead. The locator signals shows she is       almost there. A CONCUSSION rocks the place, like an       earthquake, jarring her almost off her feet. Then another. The whole station seems to shudder. A SIREN begins to wail a demented rhythm. Following the tracker she turns a corner and stops. The RANGE INDICATOR READS ZERO. She looks down, horrified to see Newt's tracer bracelet lying on the floor of the tunnel. All hope recedes, disintegrating into mindless chaos.

INT. EGG CHAMBER                                       173

Newt is cocooned in a pillarlike structure at the edge of a cluster of upright OVOID SHAPES...alien eggs. Her eyelids flutter open and she becomes aware of her surroundings. The egg nearest her begins to move...opening like an obscene flower at       its top to reveal something stirring within. Newt stares, transfixed by terror, as the jointed legs appear over the lip of the ovoid one by one. She SCREAMS.

INT. CATACOMBS                                         174

Ripley hears the scream and breaks into a run.

INT. EGG CHAMBER                                       175

Newt watches the face-hugger emerge and turn toward her. Ripley runs in just as it is tensing to leap, and FIRES, blasting it with a burst from the assault rifle. The flash illuminates the figure of an       adult warrior, nearby. It spins, moving straight for Ripley. Firing from the hip she drills it with two controlled bursts which catapult it back. She steps toward it, FIRING AGAIN. Her expression is       murderous. AND AGAIN. It spins onto its back. She unleashes the flamethrower and it vanishes in       a fireball. Ripley runs to Newt and begins tearing at the fresh resinous cocoon material, freeing the child. She swings her up onto her back.

NEWT (weakly) I knew you'd come.

RIPLEY Newt, I want you to hang on, now. Hang on tight.

Groggily Newt hooks her arms and legs through the belts of Ripley's battle harness as Ripley picks up her weapon. More warriors are moving toward her among the eggs. She fires the flamethrower. The eggs are engulfed. One of the warriors lunges forward, a       living fireball. She blasts it in half with two bursts from the M-41A. Ripley retreats, ducking under a glistening cylindrical mass. A PIERCING SHRIEK fill the chamber. She turns. And there it is.

A massive silhouette in the mist, the ALIEN QUEEN glowers over her eggs like a great, glistening black insect-Buddha. What's bigger and meaner than the Alien? His momma. Her fanged head is an unimaginable horror. Her six limbs, the four arms and two powerful legs, are folded grotesquely over her distended abdomen. The egg-filled abdomen swells and swells into a great pulsing tubular sac, suspended from a lattice of pipes and conduits by a weblike membrane as if some vast coil of intestine were draped carelessly among the machinery. Ripley realizes she ducked under part of it a moment before. Inside the abdominal sac can be SEEN the forms of countless eggs, churning their way toward the pulsating ovipositor where they emerge glistening, to be picked up by       DRONES. The drones are tiny scuttling albino versions of the "warrior" aliens we have already seen.

Ripley pumps the slide on her grenade launcher. She fires. Pumps and fires again. Four times. The grenades punch deep into the egg sac and EXPLODE, ripping it open from within. Eggs are tons of gelatinous matter pour across the chamber floor. The Queen goes berserk, SCREECHING like some psychotic steam whistle. Ripley lays about her with the flamethrower, igniting everything in sight with an insane fury. Eggs shrivel in the inferno, and figures of warriors and drones vanish in frenzied thrashing. Over all is the Queen's       shrieking as she struggles in the flames. Two warriors emerge from the boiling smoke, closing on       her. She pulls the trigger...an empty click. DIGITAL COUNTER flashing crimson zeroes. She drops the magazine, grabs another from her belt, rams it home and OPENS UP.

The creatures vanish in rapid-fire flashes. Ripley backs away, venting her terror in a sustained orgy of fire as she blasts everything that moves in one long eye-searing expenditure of energy. Then she dashes into the catacombs, navigating by sheer primal instinct.

INT. CATACOMBS                                         176

Ripley runs, blindly, with panting intensity verging on hysteria. Impressions crash upon her...the maze blurring by, sirens howling, the station rocking with explosions, emergency lights flashing, steam blasting, red-hot steel hissing. Reality itself is reduced to       a concussive series of strobelike instants of        relentless forward motion.

She sees one of the flares she dropped and turns. Sees another, sprinting toward it as the foundations of the world shake.

INT. EGG CHAMBER                                       177

Lashing in a frenzy, the QUEEN DETACHES FROM THE EGG SAC, ripping away and dragging torn cartilage and tissue behind it. SEEN DIMLY THROUGH swirling smoke, it rises on its powerful legs and steps forward.

INT. CATACOMBS - CORRIDOR                              178- 179

Ripley uses the flamethrower ahead of her, firing bursts of pulse-rifle fire down side corridors at       indistinct shapes and shadows. The weapon is empty when she reaches the freight elevators. A mass of       debris, falling down the shaft from a higher level, has demolished the life cage she descended in. She slams the control for the other cage and hears the sound of the LIFT MOTOR'S WHINE as it begins its slow descent from several levels up. AN ENRAGED SCREECH ECHOES in the corridor. Ripley sees a       silhouette moving in the smoke...a glistening black shape which FILLS THE CORRIDOR TO THE CEILING...THE QUEEN. Her last cartridge is reading zeroes. The flamethrower sputters uselessly when she tries that. The grenades are gone. Ripley drops the weapon and looks up the shaft to the descending lift...then at       the approaching FIGURE. The elevator won't be in time. She runs to a ladder set in the wall as a horrendous screech beats in her ears. She scrambles up the rungs.

INT. SECOND LEVEL                                      180

Ripley struggles up through a narrow hatch, Newt clinging to her. She dives aside as a POWERFUL BLACK ARM shoots up through the opening, its razor claws slamming into the grille-floor inches from her. Looking down through the grille she sees the great horrifying jaws directly below her, wet and leering. She scrambles up, running, as       the grille-floor lifts and buckles behind her with the titanic force of the creature below. It hurls itself with insane ferocity against the metal, pacing her from below as she runs.

INT. STAIRWELL                                         181

Ripley reaches an open-grid emergency stairwell and sprints upward. It rocks and shudders with the station's death throes.

VOICE You now have two minutes to reach minimum safe distance.

INT. CORRIDOR - ELEVATORS                              182- 183

The lift reaches bottom, the doors rolling open. The Queen turns and freezes, as if contemplating the open lift cage.

INT. STAIRWELL                                         184

Ripley stumbles, smashing her knees against the metals stairs. As she rises she hears the LIFT MOTORS start up. Looking down through the lattice work of the station she sees the life cage start ominously upward. She knows there is only one explanation for that. She runs on, the stairwell becoming a crazy whirl around her.

EXT. LANDING PLATFORM                                  185

Ripley, with Newt still clinging to her, slams through the door opening onto the platform. Through wind-whipped streamers of smoke she sees...THE SHIP IS GONE.

RIPLEY BISHOP!

Her shouts become inarticulate screams of hatred, outrage at the final betrayal. She scans the sky. Nothing.

RIPLEY (hysterical) BISHOP!

Newt is sobbing.

The lift rises ponderously INTO VIEW. Ripley turns, backing away from the doors toward the railing. There is no place to run to on the platform. EXPLOSIONS detonate in the complex far below and huge fireballs swell upward through the machinery. The platform bucks wildly. Nearby a cooling tower collapses with a       THUNDEROUS ROAR and the SHRIEK OF RENDING STEEL. More EXPLOSIONS, one after another, rocketing up from below. Ripley stares transfixed as the lift stops. The safety cage parts.

RIPLEY (to Newt; low) Close your eyes, baby.

The lift doors begin to open. A glimpse of the apparition within.

ANGLE ON RIPLEY AND NEWT as the drop-ship RISES RIGHT BEHIND THEM, its hovering jets roaring.

VOICE You now have thirty seconds to                  reach...

Ripley leaps for the loading boom projecting down from the cargo bay and it raises them into the ship. A       TREMENDOUS EXPLOSION RIPS THROUGH THE COMPLEX nearby, slamming the ship sideways. Its extended landing legs foul in a tangle of conduit, grinding with a hideous squeal of metal on metal.

INT./EXT. DROP-SHIP - STATION                          186- 187

Ripley leaps into a seat with Newt, cradling her. Begins strapping in. Bishop wrestles with the controls. The landing legs retract, ripping free. Ripley slams her seat harness latches home.

RIPLEY Punch it, Bishop!

The entire lower level of the station disappears in a       fireball. The air vibrates with intense heat waves and concussion. The drop-ship engines fire. Ripley is       slammed back in her seat. The ship vaults out and up, Bishop standing it on its tail, pouring on the gees. Ripley and Newt see everything shake into a blur.

EXT. STRATOSPHERE                                      188

The drop-ship lunges up and out of the cloud layer into the clear high night. Below, the clouds light up from beneath from horizon to horizon.

A SUN HOT DOME OF ENERGY bursts up through the cloud layer, WHITING OUT THE FRAME. The tiny ship is slammed by the shockwave, tossed forward...and climbs, scorched but functioning, toward the stars.

INT. DROP-SHIP                                         189

Ripley and Newt watch the blinding glare fade away and they sit, wide-eyed, trembling, realizing they are finally and truly safe. Newt starts to cry quietly, and Ripley strokes her hair.

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

INT. SULACO CARGO LOCK - IN ORBIT - LATER              190

The scorched and battered ship once again sits in its drop-bay, steam blasting from cooling vents beside the engine. Rotating clearance lights sweep the dark chamber hypnotically.

INT. DROP-SHIP                                         191

Bishop stands behind Ripley as she kneels beside a       comatose Hicks.

BISHOP I gave him a shot, for the pain. We'll need to get a stretcher to                  cart him up to medical.

Ripley nods and, picking up Newt, precedes Bishop down the aisle to the loading ramp.

BISHOP I'm sorry if I gave you a scare but that platform was just becoming too unstable...

INT. CARGO LOCK - DROP-SHIP                            192

Bishop continues as they move down the ramp.

BISHOP I had to circle and hope things didn't get too rough to take you off.

Ripley turns to him, stopping partway down the ramp. She puts her hand on his shoulder.

RIPLEY You did okay, Bishop.

BISHOP Well, thanks, I --

He notices a tiny innocuous drop of liquid splash onto the ramp next to his shoe. SSSSSS. Acid. SOMETHING BURSTS FROM HIS CHEST, spraying Ripley with milklike android blood. It is the razor-sharp scorpion TAIL of the alien QUEEN. Driven right through him from behind. Bishop thrashes, seizing the protruding section of tail in his hands, as is       slowly lifts him off the deck. Above them the Queen glowers from its place of concealment among the hydraulic mechanisms inside one landing-leg bay. It blends perfectly with the machinery until it begins to emerge. Seizing Bishop in two great hands it rips him apart and flings him aside, shredded, like a doll. It descends slowly to the deck, the rotating lights glistening across its shiny black limbs, dripping acid and rage. Still smoking where Ripley half-fried it. The Queen is huge, powerful...and very pissed off. It descends slowly, its six limbs unfolding in       inhuman geometries.

Ripley moves with nightmarish slowness herself, staring hypnotized...terrified to break and run. She lowers Newt to the deck, never taking her eyes off the creature.

RIPLEY (to Newt) Go!

Newt runs for cover. The Alien drops to the deck, pivoting toward the motion. Ripley waves her arms, decoying.

RIPLEY Here!

Without warning it moves like lightning, straight at her. Ripley spins, sprinting, as the creature leaps for her. Its feet slam, echoing, on the deck behind her. She clears a door. Hits the switch. It WHIRRS closed. BOOM. The Alien hits a moment later.

INT. DARK CHAMBER                                      193

Ripley moves ferret-quick among dark, unrecognizable machines.

VARIOUS ANGLES VERY TIGHT ON what she is doing...her feet going into stirruplike mechanisms. Velcro straps fastened over them. Fingers stabbing buttons in a sequence. Her hand closing on a complex grip-control. The HUM of       powerful motors. The WHINE of hydraulics.

INT. CARGO LOCK                                        194

The Queen turns its attention from the doors to Newt as       the little girl crawls into a system of trenchlike service channels which cross the deck. The channels are covered by steel grillework and barely big enough for her to crawl through.

INT. CHANNEL                                           195

Newt scurries like a rabbit as the looming figure of the Alien appears above, seen through the bars. A section of       grille is ripped away behind her. She scrambles desperately. Another section is ripped away right at her heels. Light pouring in. The next will be right above her.

INT. CARGO LOCK                                        196

The Queen spins at the sound of door motors behind her. The parting doors REVEAL an inhuman silhouette standing there.

Ripley steps out, WEARING TWO TONS OF HARDENED STEEL. THE POWER LOADER. Like medieval armor with the power of       a bulldozer. She takes a step...the massive foot CRASH-CLANGS to the deck. She takes another, advancing.

Ripley's expression is one you hope you'll never see... Hell hath no fury like that of a mother protecting her child and that primal, murderous rage surges through her now, banishing all fear.

RIPLEY Get away from her, you bitch!

The Queen SCREECHES pure lethality and leaps.

WALLOP! A roundhouse from one great hydraulic arm catches it on its hideous skull and slams it into a wall. It       rebounds into a massive backhand. CRASH! It goes backward into heavy loading equipment.

RIPLEY (screaming) Come on!

The Queen emerges as a blur of rage, lashing with unbelievable fury. The battle is joined.

Claws swipe, tail lashes. Ripley parries with radical swipes of the steel forks. They circle in a whirling blur, demolishing everything in their path. The cavernous chamber echoes with nightmarish sounds...WHINE, CRASH, CLANG, SCREECH.

They lock in a death embrace. Ripley closes the forks, crushing two of the creature's limbs. It lashes and writhes with incredible fury, coming within inches of her exposed body. She lifts it off the ground. The hind legs rip at her, slamming against the safety cage, denting it in. The striking teeth extend almost a meter from inside its fanged maw, shooting between the crash-bars. She ducks and the teeth slam into the seat cushion behind her dead in a spray of drool. Yellow acid foams down the hydraulic arms toward her. The creature rips at high-pressure hoses. Purple hydraulic fluid sprays ...machine blood mixing with alien blood. They topple, off balance. The Queen pins her. Ripley hits a switch. The power loader's CUTTING TORCH flares on, directly in       the thing's face. They roll together, over the lip of       a RECTANGULAR PIT, A VERTICAL LOADING AIRLOCK.

INT. LOADING LOCK                                      197

They crash together four meters below, twisted in the loader's wreckage. The Alien shrieks, pinned.

Ripley pulls her arm out of the controls of the loader and claws toward a panel of airlock actuating buttons. She slaps the red "INNER DOOR OVERRIDE" and latches the "HOLD" locking-key down. A KLAXON begins to sound. She hits "OUTER DOOR OPEN" and there is a hurricane shriek of       air as the doors on which they are lying separate, REVEALING the infinite pit of stars, below.

All this time the Alien has been lashing at her in a       frenzy and she has been parrying desperately in the confined space. The airlock becomes a wind tunnel, blasting and buffetting her as she struggles to unstrap from the loader. The air of the vast ship howls past her into space as she claws her way up a service ladder.

INT. CARGO BAY                                         198

Newt screams as the hurricane airstream sucks her across the floor toward the airlock. Bishop, torn virtually in       two, his pastalike internal organs whipped by the wind, grips a stanchion and reaches desperately for Newt as she slides past him. He catches her arm and hangs on as she dangles, doll-like, in the airblast.

INT. LOADING LOCK                                      199

The Alien seizes Ripley's ankle. She locks her arms around a ladder rung, feels them almost torn out of       their shoulder sockets.

The door opens farther, all of space yawning below. The loader tumbles clear, falling away. It drags the Alien, still clutching one of Ripley's lucky hi-tops, into the depths of space. Its SHRIEK fades, it gone.

With all her strength Ripley fights the blasting air, crawling over the lip of the inner doorway. She releases the OVERRIDE from a second panel. The inner doors close. The turbulent air eddies and settles.

She lies on her back, drained of all strength. Gasping for breath. Weakly she turns her head, seeing Bishop still holding Newt by the arm. Encrusted with his own vanilla milkshake blood. Bishop gives her a small, grim smile.

BISHOP Not bad for a human.

He winks.

Ripley crosses to Newt.

NEWT (weakly) Mommy...Mommy?

RIPLEY Right here, baby. Right here.

Ripley hugs her desperately.

INT. CORRIDOR                                          200

Ripley limps along the corridor, carrying Newt on her hip. The ship's systems hum comfortingly. Newt's head rests on her shoulder.

NEWT Are we going to sleep now?

RIPLEY That's right.

NEWT Can we dream?

RIPLEY Yes, honey. I think we both can.

HOLD ON THEM AS they recede down the long straight corridor.

FADE OUT

THE END