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      T O M O R R O W   N E V E R   D I E S

      (BOND 18)

      Screenplay by Bruce Feirstein

      (for educational purposes only)

      --------------------------------------------------------------

      FADE IN ON:

      EXT. DESOLATE MOUNTAIN RANGE - HIGH ANGLE - DAWN

      Super: THE KHYBER PASS, AFGHANISTAN

      We're looking down at what used to be called "The End of the Known
      World." A landscape that is both beautiful, and forbidding.

      In the center of this vista, there is a deep ravine.

      Pushing in on the ravine, there appears to be a giant icicle hanging
      over a cliff:

      AN ICE FALL. A 600 foot waterfall whose face is frozen solid.

      Pushing in still closer, there is a tiny black dot inching its way up
      the ice. A human figure. This is:

      JAMES BOND, BRITISH SECRET SERVICE AGENT, 007.

      Bond is sweating and straining, four hundred feet in the air. He has
      an ice-pick tethered to each hand, ice-cleats on his boots. A black
      backpack. As he climbs, spider-like, pulling himself up, he goes to
      JAM A CLEAT into the ice, but -

      CRACK! A 50 foot stiletto of ice breaks off, CRASHING onto the rocks
      below. Regaining his foothold, Bond looks down: Certain death. He
      looks up: So very, very, far to go. Bond shakes his head:

                              BOND
                 There has to be an easier way to earn
                 a living.

      Still, Bond climbs. Huffing, sweating, he goes up, and up, until -

      ANOTHER ANGLE -

      He's 25 feet from the top. He drives a first ice pick in. Gets a
      toehold. But when he slams the second pick in -

      THE ICE WALL SHATTERS, FALLING AWAY IN FRONT OF HIM. IN THE SHOCK -

      BOND LOSES HIS GRIP ON THE FIRST ICE PICK -

      And 007 is now dangling, 575 feet in the air, staring at a torrent of
      water - hanging only by the leather thread around his wrist, attached
      to the first ice-pick, still embedded in the wall.

      Bond pauses. Thinks. And coolly begins to swing himself back and
      forth, in widening arcs, like a clock's pendulum.

      At the high point of his swing, Bond reaches back to smash his other
      pick into the ice - BUT MISSES. He looks up at:

      THE FIRST ICE PICK, STILL EMBEDDED IN THE WALL -

      Beginning to work its way out. The tether, fraying.

      RETURN ON BOND -

      Cautiously, 007 begins to swing a second time. Once. Twice. And on
      the third arc, he swings the ice-pick viciously - but MISSES AGAIN.

      ANGLE ON THE FIRST ICE PICK, STILL EMBEDDED IN THE WALL -

      Now jutting downward, barely holding. The tether is almost totally
      frayed through.

      RETURN ON BOND -

      One last chance. Bond swings. Once. Twice. He reaches back, hurls
      himself at the wall, lunging - AND SMASHES THE SECOND PICK INTO THE
      ICE... Just as the tether finally snaps on the first one. Still,
      he's all but home: He reaches over, grabs the first pick (barely
      holding in the ice,) jabs it in, and continues upward.

      EXT. THE TOP OF THE WATER FALL -

      Exhausted, Bond reaches up, over the edge. He drives a pick down -
      through the ice, into the hard, flat, ground beneath the waterbed.

      As he pulls himself up, (his full weight on the first ice-pick,) he
      smashes a second pick through the ice, into the waterbed, and -

      THE ENTIRE ICE FALL GIVES WAY -

      Breaking off with a groan, tumbling onto the rocks below.

      IN THE WATERBED -

      A torrent of water crashes over 007. Fighting the oncoming deluge,
      he crawls - on his belly - through the water - 25 feet inland.

      NEW ANGLE - (TOP OF THE WATER FALL, INLAND)

      Bond stands, walks out of the riverbed. He looks back at the cliff:

      BOND'S POV - THE WATER FALL -

      On either side of the water, there are two small RADAR DISHES, angled
      down, scanning every inch of the area, save for the waterfall itself.
      In other words: This was the only way in.

      RETURN ON BOND -

      007 shrugs. From his backpack, he takes out TWO CIGAR-SIZED BLACK
      CANISTERS, and an ELONGATED BLACK BOX. He presses a button on the
      side of the box, and - fwap, fwap, fwap - SNOW SKIS unfold.

      He presses buttons on the canisters: TELESCOPIC SKI POLES. Bond
      slaps on the skis, and takes off, through the snow.

      EXT. SNOW-COVERED FOREST - BOND SKIS THROUGH THE PINES -

      EXT. MOUNTAIN CLIFF -

      Bond hurtles over the side, going airborne, landing 100 feet below,
      amidst boulders. In perfect Olympic form, he skis out, and down.

      EXT. MOUNTAINSIDE -

      Bond slaloms down, in and out of trees, to avoid detection. At the
      bottom, where the snow thins, he comes to:

      A ROCK OUTCROPPING.

      Hiding behind the rock, Bond takes off his skis, knapsack. He
      unpacks (and unfolds) a HIGH TECH AUTOMATIC RIFLE. Puts on a
      HEADSET. He creeps up on the rock, and looks out on:

      A SECRET MILITARY BASE/AIR STRIP (BOND'S POV)

      50 feet down, 200 yards away: 50 MEN are unloading CARGO from a dozen
      MILITARY TRANSPORT TRUCKS; there are TWO NORTH KOREAN MiG-29s on the
      ground (one partially obscured by a truck,) plus FLATBEDS carrying
      HELICOPTERS and SCUD MISSILES.

      Near a QUONSET HUT, a TRUCK-MOUNTED RADAR DISH scans the area, with
      INFRARED GATLING GUNS mounted on either side.

      BOND - AT THE ROCK OUTCROPPING -

      Props his rife on the boulder, and peers through the GUN SIGHT.

      THROUGH THE TELESCOPIC SIGHT -

      He sees a closer (but still wide) telescopic view of men bargaining
      over weapons, and forklifts loading/unloading crates of munitions.

      THE SAME SCENE ON A VIDEO WALL - MI-6 SITUATION ROOM, LONDON.

                              BOND'S VOICE
                       (over a speaker)
                 Seven, in position.

                              TANNER'S VOICE
                 Roger, Seven.

      Watching this display is M, TANNER, and a handful of MILITARY BRASS,
      including a RUSSIAN GENERAL, BUKHARIN, and BRITISH ADMIRAL ROEBUCK,
      an aging sea-lion with no love for M, or MI-6.

      M deals with the humorless Admiral by, well, humoring him:

                              M
                 ... What were you saying, Admiral?
                 Something about this 'not being a job
                 for a wine-sniffing, skirt-chasing
                 playboy spy?'

                              ADMIRAL ROEBUCK
                 - I'll be sure to acknowledge 007's
                 'assistance' in my report to the
                 Prime Minister. But this is, still,
                 a naval operation.

                              M
                 What do they say in Russia, General
                 Bukharin?
                       (asks questions in
                        flawless Russian)

      The general chuckles. Translates:

                              GENERAL BUKHARIN
                 'In a joint operation, someone's nose
                 always gets put out of joint.'

      M turns to Admiral Roebuck:

                              M
                 I'm interested in success, Admiral.
                 Not who gets credit.
                       (turning to:)
                 Mr. Tanner: What have we got?

      Tanner points to the video wall with a RED LASER PEN.

                              TANNER
                       (ironically)
                 A regular terrorist swap meet. Death
                 at discount: Two Chinese Long March
                 Scuds, a pair of Soviet A-17 attack
                 helicopters -

                              BUKHARIN
                       (interrupting)
                 Stolen -

                              TANNER
                 And the crates look like American M-16
                 assault rifles, Chilean antipersonnel
                 mines, six French Exocet missiles, and
                 75 - no maybe a hundred - kilograms of
                 Czech made C-4 Semtech explosive.
                       (beat)
                 Something for everyone. Fun for the
                 whole family.

                              M
                       (freezing him with a glance)
                 What about ID's?

                              TANNER
                       (pushes a button on a console)
                 One to seven: Deal the face cards.

      THE ROCK OUTCROPPING -

      Bond adjusts a knob on the scope.

      MI-6 SITUATION ROOM -

      On the video-screen, the picture zooms to a CLOSE UP of one of the
      arms traders. Tanner presses a button, and - almost instantly - the
      man's bio and vitals appear on another video screen.

                              TANNER
                 Gustav Meinholtz. Neo-Nazi, former
                 East German STASI agent. Ties to the
                 Beider-Meinhoff gang.
                       (pressing a button)
                 Aces high, seven. Bid to the east.

      Bond shifts his aim, east. (Intercut as necessary) He zeroes in on
      another face, and the man's stats appear in London.

                              TANNER
                 Vilko Barkoviac. Bosnian war
                 criminal; thought to be operating
                 freelance out of Teheran.
                       (pressing a button)
                 Full house, seven. Bid to the North.

      Bond complies. Another face, another set of stats:

                              TANNER
                 Sitoshi Isagura. Japanese religious
                 fanatic. Wanted for the Tokyo subway -

                              ADMIRAL ROEBUCK
                       (impatiently, cutting him off:)
                 I've seen enough. Let's finish this.
                       (ordering M:)
                 Tell your man to drop back. We're
                 initiating plan B -

                              M
                 But -

                              ADMIRAL ROEBUCK
                 - Thank you, M. But this is more
                 than your man can handle.
                       (to Bukharin)
                 Are we in agreement?

                              BUKHARIN
                       (hesitant, at first)
                 - Yes. Yes.

                              M
                 Admiral -

      Moving swiftly, the Admiral has picked up a RED PHONE:

                              ADMIRAL ROEBUCK
                 Command to Nelson: Authorization to
                 fire.

      EXT. A BRITISH WARSHIP - STEAMING IN THE GULF OF OMAN -

      INT. WEAPONS CONTROL ROOM - BRITISH WARSHIP -

                              CAPTAIN
                 Weapons authorized. Prepare to fire.
                 On my count: Five. Four. Three. Two -

      EXT. DECK OF THE WARSHIP -

      A launcher rotates, and - BOOM - a Cruise missile blasts off.

      INT. WARSHIP WEAPONS CONTROL ROOM -

                              FIRING OFFICER
                 Cruise missile away -

      MI-6 SITUATION ROOM -

                              FIRING OFFICER'S VOICE (Cont'd)
                 Time to target: Four minutes.

                              ADMIRAL ROEBUCK
                 I appreciate your assistance, M. But
                 this is now a military operation.

                              M
                       (urgently, to Tanner)
                 Bring up the tracking satellite. And
                 get 007 out of there.

      Tanner hits a button - and a third video screen appears, displaying a
      satellite view of the area, detailing the Cruise's path and progress.

                              TANNER
                 One to seven: Exit target area.
                 Repeat -

                              BOND'S VOICE
                 Seven to one. Negative. Wait.

      THE ROCK OUTCROPPING -

      Bond has taken his eye from the scope. He's peering at:

      THE MIG-29'S - ("MiG-1," AND "MiG-2") -

      A FORKLIFT appears from behind the TRUCK blocking the view of "MiG-l"
      A TALL BALD MAN is riding the empty fork, with his back to us.

      BOND -

      Puts his eye back on the scope, shifts the rifle -

      MI-6/VIDEO WALL -

      Bond's scope view settles on THE BALD MAN. The forklift reaches the
      back of the truck. HE STEPS OFF as the fork begins rising to unload
      something. And as the man turns, FACING US to scan the area:

                              TANNER
                 Oh, no.

                              M
                 Who is it?

                              TANNER
                       (calling up his stats)
                 Kim Dae Yung. North Korean Nuclear
                 specialist.

                              M
                 Meaning there may be nuclear material
                 down there?

      Tanner nods. A look passes from M, to Bukharin, to Roebuck.

      THE CRUISE MISSILE -

      Hugging the surface, crossing from water to land.

      MI-6 SITUATION ROOM -

                              VOICE FROM WARSHIP
                 Time to target: Three minutes.
                       (sfx: Beep!)
                 Target acquired. Weapon armed.

      Tension. Adrenaline. QUIET PANIC. On the SCREEN, the FORK LIFT has
      pulled a RED BOX from the truck, a SHORT ROUND MAN appearing with it.

                              M
                 Who is that?!? What's in the box??

                              TANNER
                       (punching buttons)
                 I don't know. He's not in the database -

                              M
                       (to Bukharin)
                 What's in the box, General?
                       (he shrugs)
                 What's in the box???

      BUKHARIN
      (sheepishly)
      ... We usually... Transport...
      Weapons grade uranium.

      Shock sweeps the room. M turns on Tanner:

                              M
                 Will it go off?

                              TANNER
                 Maybe. Maybe not.

                              M
                 Abort the cruise.

                              ADMIRAL ROEBUCK
                 It's too late -

                              M
                 GET BOND OUT OF THERE.

                              TANNER
                 One to seven - one to seven -

      BOND - SQUINTING THROUGH THE RIFLE AT THE OUTCROPPING -

                              BOND
                 Negative, one. NOT YET.

      THE TRUCK/MiG-l, ON THE GROUND/THROUGH THE SCOPE -

      THE BALD MAN slaps the back of the truck obscuring MiG-1. THE TRUCK
      PULLS AWAY, revealing MiG-l's WING. Hanging from the weapons pod: A
      NUCLEAR BOMB.

      BOND - AT THE ROCK OUTCROPPING -

      Mutters a curse.

      MI-6 SITUATION ROOM -

                              TANNER
                 Soviet SB-9 nuclear torpedo. Yield,
                 one kiloton.

                              M
                 Will the cruise set it off?

                              TANNER
                 Yes.

                              ADMIRAL ROEBUCK
                       (to Bukharin)
                 Jesus. Can't you people keep
                 anything locked up?

                              GENERAL BUKHARIN
                 We didn't know it was missing.

                              M
                 Get me the Prime Minister. Alert
                 NATO, the CIA, the Pentagon.
                       (presses a button:)
                 Seven: This is a direct order. I
                 want you out of there. Do you copy?

      THE ROCK OUTCROPPING -

      Bond's headset lies on top of the rock, along with the telescopic
      sight - still broadcasting.

      Find Bond, crouching BEHIND the rock. Automatic rifle in one hand,
      GRENADE in the other. He pulls the pin, hurls it 40 feet away.
      Pauses. Waits, counting down time. Then -

      BOND SPRINGS. SHOOTS at one of the CRATES. IT BLOWS UP, just as -
      THE GRENADE EXPLODES.

      There's PANIC ON THE GROUND. Men running everywhere as THE RADAR/
      GATLING GUN spins, and SENDS A HAIL OF FIRE at Bond's diversion.

      And with this, BOND is off, SPRINTING INTO THE CHAOS.

      THE SAME SCENE - VIDEO SCREEN - MI-6 SITUATION ROOM.

      Stoned silence. Disbelief. Tanner whispers:

                              TANNER
                 God help him.

      THE CRUISE MISSILE - FLYING THROUGH A MOUNTAIN RAVINE -

      God help the rest of us.

      THE SECRET AIR BASE -

      As various factions shoot at each other (Who's the traitor?) Bond
      streaks toward the action. Without breaking stride, he swings his
      gun to the right: TWO BURSTS. THREE MEN DIE. Still running, he
      swings to the left: ANOTHER BURST. TWO MORE DOWN.

      Ahead, Bond sees the FLIGHT CREWS DASHING for the MiG's. He makes a
      beeline for MiG-1.

      ANGLE ON THE BALD MAN -

      Slamming the gate on the RED BOX in a cargo truck. Rushing to the
      passenger door. Climbing in. The SHORT ROUND MAN floors the
      accelerator, driving them away.

      THE CRUISE MISSILE - STARTING ITS DESCENT DOWN A MOUNTAIN

      MI-6 SITUATION ROOM - M, WATCHING HELPLESSLY -

                              VOICE FROM WARSHIP
                 Time to target: Thirty seconds.

      WIDE ON MiG-1 -

      The pilot climbs the ladder to the cockpit. Running at full tilt,
      BOND LEAPS, pulls the man down. They fall to the tarmac, FIGHTING.
      Bond SHOVES A KNIFE in the man's ribs, killing him.

      Kneeling, Bond takes the pilot's helmet off. He looks up: A MAN is
      coming at him with a GUN. In one unbroken move, Bond YANKS THE KNIFE
      from the pilot's body and THROWS IT - thwack - into the man's heart.

      ANGLE ON MIG-2'S PILOT - WATCHING THIS FROM HIS COCKPIT.

      RETURN ON BOND - CLIMBING INTO THE COCKPIT -

      Where the COPILOT (having climbed in from the other side,) sees it's
      not the right guy. As he fumbles for a weapon, BOND BASHES HIM WITH
      THE HELMET. The copilot collapses into his seat, unconscious.

      Bond settles into his seat, fires the engines, closes the double
      canopy, and begins taxiing out.

      THE CRUISE MISSILE - CROSSING OVER THE PERIMETER OF THE AIR BASE

      MI-6 SITUATION ROOM - ROEBUCK, TANNER, M, WATCHING, UNABLE TO BREATHE -

      HIGH ANGLE - THE RUNWAY -

      The CRUISE SKIMS IN DIRECTLY OVER BOND'S PLANE, speeding to takeoff.

      (INT. BOND'S MiG) BOND SHOVES THE THROTTLES TO THE FIREBALL AND -

      THE VIDEO-WALL - MI-6 SITUATION ROOM -

      KA-BOOM!!!! The scene on the screen erupts in a GIANT EXPLOSION -
      then turns to video-snow. Is Bond alive? No one in London knows.

      HIGH ANGLE - THE AIR BASE -

      The FIREBALL grows and grows, a raging hell. And just when it seems
      no one could possibly survive: BOND'S MiG ROCKETS OUT OF THE FLAMES!!

      INT. BOND'S MiG -

      Bond thinks he's safe. Sound. Until -

      MiG-2 FLIES OUT OF THE FIREBALL -

      Cannons blazing at 007. A hail of metal and tracers.

      INT./EXT. BOND'S MIG -

      Bond goes into evasive maneuvers - jinks right, jinks left - when,
      suddenly, THE COPILOT REVIVES, and starts trying to STRANGLE Bond
      with a METAL LANYARD. Struggling, Bond HEARS a THIN HIGH-PITCHED
      TONE -

      INT./EXT. MIG-2

      The pilot has locked onto Bond's MiG. Boom! TWO HEAT-SEEKING
      MISSILES roar away.

      INT./EXT. BOND'S MIG -

      Fighting the garrote, Bond KICKS THE THROTTLES forward and PULLS BACK
      ON THE YOKE. The MiG goes into a spine crushing climb as -

      THE TWO HEAT SEEKING MISSILES FOLLOW HIM, LOOPING UPWARD.

      INT. MIG-2 -

      Bond's MiG has disappeared from the pilot's view: Not in front. Not
      on the left. Not on the right. Where did he go? The pilot looks up:

      BOND'S MIG APPEARS, FLYING INVERTED, COCKPIT DOWN, 10 FEET ABOVE MIG-2.

      THE PILOT OF MIG-2 IS STUNNED.

      INT./EXT. BOND'S MIG -

      Fighting against the garrote, Bond strains to reach a RED BUTTON on
      the panel: COPILOT EJECTOR SEAT.

      Bond finally taps it, and - THE BACK HALF OF THE CANOPY BLOWS OFF!

      The COPILOT BLASTS OUT OF THE PLANE, DOWNWARD, directly into MIG-2's
      cockpit. Bond peels off.

      For a second, MiG-2 hangs in the air. Until... BOOM!!! The TWO HEAT
      SEEKING MISSILES BLAST IT TO SMITHEREENS.

      Back in MiG-1, Bond fiddles with the radio.

      MI-6 - SITUATION ROOM -

                              BOND'S VOICE
                 Seven to base. I have a full
                 house. Your bid.

      The situation room erupts in cheers.

      RETURN ON BOND IN THE MIG -

                              BOND
                 By the way: Thank the General for all
                 his "assistance." Over and out.

      EXT. BOND'S MIG -

      Goes to AFTERBURNERS. And from the fiery glow of the engine, we
      DISSOLVE TO:

      THE 007 GUN BARREL. MAIN CREDITS.

      After credits, fade in on:

      EXT. OXFORD COLLEGE - DAY

      All ivy and bricks... And a certain Aston-Martin DB-5, parked.

      INT. BOOK LINED OFFICE -

      Afterglow: Empty champagne bottle. Rumpled sheets on a sleeper sofa.
      Bond is in bed with a smart, IRONIC, (and, yes, stunning,) 30-ish
      Chinese woman, JENNY WU. (NOTE: The Chinese here is Mandarin, spelled
      phonetically.)

                              BOND
                       (running a finger across her lips)
                 ... And what do you call these?

                              JENNY WU
                 Ja-shwa tsway. These are lips.

                              BOND
                 Indeed they are.
                       (kisses them, lightly)
                 Deadly little things.

      She laughs. His hand goes beneath the sheets.

                              BOND
                 And what do you call these? The Gang
                 of Two?

                              JENNY WU
                       (smacking his hand, laughing:)
                 Stop it!

                              BOND
                 I was just getting to the interesting part!

                              JENNY WU
                 We've already done the interesting
                 part. Do you forget?

                              BOND
                 Remind me.

      He moves to roll on top of her, but she pushes him off, teasing:

                              JENNY WU
                 Sakwa!

                              BOND
                 Is that Mandarin, or Cantonese?

                              JENNY WU
                 Mandarin. You jerk.
                       (tousling his hair)
                 I'm late. I have to get dressed.

      She hops off the bed, leaving frame. Bond settles back on the
      headboard, ready to enjoy the view... When his CELL PHONE RINGS.

                              BOND
                       (lightly)
                 Hello -
                       (catching himself)
                 Hello.

      INT. M'S ANTEROOM - MI-6.

      MONEYPENNY, at her desk.

                              MONEYPENNY
                 Hello, James. I hope I'm
                 interrupting something important.

      INT. OFFICE - (INTERCUT AS NECESSARY)

      (Jenny has a leg on the bed, pulling on a full Victoria's Secret
      outfit: Nylons, garter/suspenders, bustier, etc.)

                              BOND
                 Not at all, Moneypenny. I was just
                 brushing up on a little Chinese.

      (In the background, Jenny insists "I am not little.")

                              MONEYPENNY
                 I'm sure she is, James. But I'm
                 afraid you'll have to 'kiss off' the
                 rest of your lessons this afternoon.

                              BOND
                       (mock chagrin)
                 Moneypenny... Here I was, finally
                 getting a feel for a new tongue -

                              MONEYPENNY
                 Four o'clock. M will meet you in the
                 conference room.

      Bond watches with amusement as Jenny Wu slips a Graduation-type gown
      over the lingerie. No dress.

                              BOND
                 4:30. It may take me a little longer
                 to wrap things up here.

                              MONEYPENNY
                 Four o'clock. Don't be late.

                              BOND
                       (hanging up:)
                 Tsi tien, Chien-penny.

      ON MONEYPENNY:

                              MONEYPENNY
                 Ah, James. You always were a cunning
                 linguist... Au revoir, mon cher.

      Moneypenny hangs up, looks up, and blanches: M is standing there.

                              MONEYPENNY
                 Don't ask.

                              M
                 Don't tell.
                       (walking away)
                 I don't want to know.

      INT. HALLWAY - OUTSIDE JENNY'S OFFICE - OXFORD -

      Bond and Jenny Wu emerge from the office. (She's still in the gown.)
      They pass a flock of young students:

                              STUDENT
                 Good afternoon, Professor Wu.

                              JENNY WU
                 Good afternoon.
                       (then to Bond)
                 Are you sure you can't stay for the
                 lecture?

                              BOND
                 I can't. But I did enjoy the dress
                 rehearsal.

      She gives him a wry glance, opens a door to a lecture hall.

                              JENNY WU
                 Tsi tien, Mr. Bond.

                              BOND
                 Tsi tien, Professor Wu.

      She exits; Bond walks off, passing underneath a WALL MOUNTED TV SET.

      ON THE TV SET - The HNN Globe Logo - The Harmsway News Network -
      spins into view, followed by:

                              HNN ANCHOR
                 You're watching HNN, the Harmsway 24
                 hour news network. Coming up:
                       (mortise shot of:)
                 Valentin Zukofsky's stunning victory in
                 the Ukrainian Presidential elections...
                       (mortise shot of:)
                 Live coverage of the latest HNN
                 communications satellite launch from
                 Xichang (shi-chung) China... And -
                       (mortise shot of:)
                 A special report on the situation in
                 Hong Kong, since the Chinese take-
                 over from Great Britain.

      EXT. MI-6 LONDON - DAY

      The DB-5 drives past the guard.

      INT. CONFERENCE ROOM - DAY

      Debriefing: Bond, M, and several others listen as NATO COLONEL
      DOMINIQUE EVERHART, (early 30's, Belgian,) refers to video clips from
      the Khyber Pass sequence:

                              COL. DOMINIQUE EVERHART
                 To sum up: After analyzing the tire
                 inflation of the fork-lift in the MI-6
                 video tape, NATO believes the "red
                 box contains approximately eighty
                 kilograms of U235 weapons grade
                 uranium - an incredibly hard,
                 incredibly heavy, incredibly lethal
                 substance.

                              M
                 And that's enough enriched uranium to
                 produce how many nuclear devices?

                              COL. DQMINIQUE EVERHART
                 Depending on the builder's sophistication
                 - one crude bomb that could devastate
                 London, Paris, New York, Berlin - or all
                 four if they have the latest technology.

      There's a pregnant pause in the room.

                              M
                 And the participants?

                              COL. DOMINIQUE EVERHART
                       (pointing at the screen)
                 Kim Dae Yung. Moscow-trained North
                 Korean nuclear weapons specialist;
                 apparently fell out of favor with the
                 current North Korean regime after a
                 botched attempt to steal fissionable
                 material from a British light-water
                 reactor in South Africa - an accident
                 that left him entirely hairless...

      Another face appears on the screen:

                              COL. DOMINIQUE EVERHART (cont'd)
                 And Rendera Sikrahm, also known as
                 Richard Stamper. Freelance mercenary,
                 Laos and Cambodia. His father was
                 from Nepal - a Ghurka warrior - con-
                 scripted by the British government to
                 fight in China during World War II -
                 after which the family settled in
                 Hong Kong, where the young Stamper
                 was undoubtedly treated like a second
                 class citizen by both the Hong Kong
                 Chinese, and local British.
                       (beat, aside:)
                 We've all read about the signs at the
                 British swimming pools in Hong Kong
                 that said "No Ghurka's allowed."

                              BOND
                 Nothing like a little imperialism to
                 promote loyalty among the faithful.

                              COL. DOMINIQUE EVERHART
                       (stifles a smile, then:)
                 In conclusion: Both these men have a
                 vendetta against the world. They are
                 nuclear armed, and dangerous. And
                 having failed to get the UZ35 through
                 the old opium route - the Khyber Pass
                 - it's NATO's belief that their next
                 attempt will be through Bulgaria -
                 where the NATO Nuclear Strike Force
                 will be there to stop them.

                              M
                 Thank you Colonel Everhart.
                       (stands, turns to:)
                 007, I'd like to see you in my office.
                 Why don't you and the Colonel exchange
                 numbers if you need more information?

                              BOND
                 Yes, M.

      M exits. Bond approaches Dominique. She smiles, warmly. There's a
      mutual attraction - but there's something else going on, unspoken.

                              BOND
                 Interesting presentation.

                              DOMINIQUE
                 Interesting video tape.

                              BOND
                 They point, I shoot.

                              DOMINIQUE
                       (feels her pockets)
                 Do you have a pen? I just got promoted
                 and don't have my new cards yet.

                              BOND
                 Of course.

      Bond hands her a PEN. She regards it cautiously.

                              DOMINIQUE
                 ... Does this do anything?

                              BOND
                 Depends what number you write.

      She gives him a wry look; starts to write. He notes her WEDDING BAND.

                              BOND
                 Married?

                              DOMINIQUE
                 Happily.

                              BOND
                 ... Kids?

                              DOMINIQUE
                 Three. You? Married?

                              BOND
                 No.

                              DOMINIQUE
                       (smiles)
                 I didn't think so.

      For an instant, something crosses Bond's face: Bittersweetness? Re-
      morse? Either way, she's scored a subtle victory.

                              DOMINIQUE
                 Here. I gave you my assistant's
                 phone number. If it's urgent, she
                 knows where to reach me.

                              BOND
                 Thanks.
                       (beat, holding her gaze)
                 Take care -

                              DOMINIQUE
                 You too.

      With a Sphinx-like smile, she watches Bond leave.

      INT. HALLWAY OUTSIDE OF CONFERENCE ROOM - CONTINUOUS

      Where Bond encounters MONEYPENNY, also walking to M's office.

                              BOND
                 Moneypenny! We've got to stop meeting
                 like this. They may be on to us.

                              MONEYPENNY
                 Hello, James. Enjoy your meeting?

                              BOND
                 In the darkest moments, it's what I
                 live for. Especially since I've
                 heard how much you like to watch...
                 On the hidden camera.

      Moneypenny cuts Bond a look - and, in the background, sees Dominique
      leave the conference room, and walk down the hall, away from them.

                              MONEYPENNY
                 By the way, James: Ordinarily I would
                 never ask, but... Weren't you and
                 that Colonel once stranded on a raft
                 for two weeks in the Sargasso Sea?

                              BOND
                 Moneypenny! How indiscreet! Have
                 you ever known me to kiss and tell?

      They've come to a security door. She punches in a code -

                              MONEYPENNY
                 Actually, I've never known you to do
                 either... But -

                              BOND
                 - We all want what we can't have?

                              MONEYPENNY
                 Not all of us, 007.

      The door opens. They go into:

      INT. M'S ANTEROOM (MONEYPENNY'S AREA) - CONTINUOUS

                              BOND
                 What - no lust for adventure?

                              MONEYPENNY
                 No, 007. It's just that I've learned
                 from personal experience - that when
                 we get what we want -
                       (beat)
                 Somehow the reality is never as...
                 Satisfying as the fantasy.

      Bond scowls. Moneypenny smiles wryly, points to the inner door:

                              MONEYPENNY
                 Don't keep M waiting.

      INT. M'S OFFICE - DAY

      M is behind her desk; MINISTER PETER JOHNSTONE sits across - a high-
      handed Teflon-coated politician, with the survival instincts of
      plutonium. They've been arguing.

                              M
                 Come in, 007. You know the Minister?

                              BOND
                 Of course.
                       (nods to)
                 Minister Johnstone.

                              MINISTER JOHNSTONE
                 007.

      Bond sits in an armchair. M presses a button, and a video/bio of
      ELIOT HARMSWAY appears on the wall behind her. Mid-50's, regal.

                              M
                 Tell me, 007, what do you know about
                 Elliot Harmsway?

                              BOND
                       (quipping)
                 Only what I read in the newspapers.

                              MINISTER JOHNSTONE
                       (disdainfully)
                 His newspapers?

                              BOND
                       (glancing sideways)
                 Occasionally, yes.
                       (directly to M)
                 British media mogul. Born in Hong Kong;
                 controls newspapers, TV, radio, cable,
                 satellites; books, magazines, movies,
                 computer software. Theme parks.

                              M
                       (holding up a copy of:)
                 - Along with Tomorrow - the first
                 world-wide newspaper. Circulation 27
                 million. Daily. -

                              BOND
                 'Able to topple governments with a single
                 story' - as he says in his press.

                              JOHNSTONE
                       (hurrumph)
                 Exactly.

      Bond looks at Johnstone quizzically. Then a very tight-lipped M. He
      senses he's about to enter a minefield:

                              BOND
                 ... What's Harmsway done?

                              M
                 It seems, 007, we've received a tip

                              MINISTER JOHNSTONE
                 A rumor - from an anonymous source -

                              M
                 - that Sir Elliot may be involved
                 with Stamper and Yung, and the
                 missing Uranium.

                              MINISTER JOHNSTONE
                 Hearsay. Idle chatter from a source
                 you can't identify - who insists on
                 talking only to 007. Nothing but
                 loose talk and innuendo.

                              M
                 That may be the case at present,
                 Minister Johnstone... But our own
                 sources suspect that Mr. Harmsway
                 used his considerable Russian media
                 - holdings to elect Valentin Zukofsky
                 President of the Ukraine - in trade
                 for the uranium.

      (M has punched a button, and Valentin's video bio has appeared.)

                              MINISTER JOHNSTONE
                 More scurrilous, unsubstantiated gossip.

                              BOND
                 Perhaps. But it does explain how an
                 ex-KGB agent turned illegal-arms
                 dealer is suddenly portrayed as a
                 long-time friend of the people.
                       (beat)
                 If you believe what you read in the papers.

                              MINISTER JOHNSTONE
                       (annoyed)
                 Need I remind the two of you that
                 Elliot Harmsway - Sir Elliot Harmsway
                 - is directly descended from the Earl
                 of Aberdeen? That his Scottish
                 ancestors practically invented Hong
                 Kong - and out of sheer gratitude,
                 Queen Victoria herself named the port
                 "Aberdeen Harbor" in their honor?

                              M
                       (long pause, then:)
                 ... No more than I need remind you,
                 Minister, that merely being a member
                 of the lucky sperm club - does not
                 preclude one from a life of criminal
                 activity.

      Johnstone is reeling. M continues, to Bond, with aplomb:

                              M
                 The reason I invited the Minister
                 here, 007, was to reassure him that
                 this investigation will be handled
                 with the utmost discretion.

                              BOND
                 Of course.

                              M
                 Which is also why I've withheld this
                 information from NATO and our allies.

                              BOND
                       (nods, then, recalling)
                 ... Didn't we once investigate Harmsway?

                              M
                 Yes. 1988. He was furious at the
                 British plan to return Hong Kong, and
                 supposedly started his own negotiations
                 with the Chinese Government. The inquiry
                 went nowhere - but it did earn MI-6 a
                 rather powerful enemy -

                              MINISTER JOHNSTONE
                 Not to mention the chaos it caused at
                 Whitehall when his newspapers began
                 screaming for the recall of the
                 sitting government.

                              M
                       (a beat, then:)
                 I'm sending you to Venice, 007.
                 You're to check out the source,
                 determine whether Elliot Harmsway is
                 involved with the enriched uranium,
                 and, if so, stop him.

                              BOND
                 How will I meet the informant?

      She hands Bond a CARNIVAL MASK:

                              M
                 You're to wear this mask at the Venice
                 Carnival, and wait to be contacted.

                              BOND
                 I understand.

                              MINISTER JOHNSTONE
                       (standing, to leave)
                 There is one last thing, 007: Elliot
                 Harmsway is vital to the economic
                 interests of this nation. He's also
                 a major contributor to the party. I
                 expect him to be given every consideration.

                              BOND
                 Political considerations?

                              MINISTER JOHNSTONE
                 To the best of my recollection, Mr.
                 Bond, I suggested no such thing.
                       (beat, at the door)
                 In fact, I was never here.

      And he exits. M, frowning, hits a button on her intercom:

                              M
                 Would you send in the new man from
                 equipment branch?

                              MONEYPENNY (O.S.)
                 Right away.

                              BOND
                 .... I hate to ask, but... Did you
                 ever think you'd miss Communism?

                              M
                 We serve the interests of the British
                 people, 007. No matter who we may be
                 foolish enough to elect.

      Bond is silent, chastised. M looks away, then looks back:

                              M
                 But if Elliot Harmsway is involved
                 with that uranium, I want him
                 prosecuted to the ends of the earth.

                              BOND
                 Hopefully, it won't get that far.

      M looks up: MALCOLM SAUNDERS, Q's successor, limps in, looking like a
      mummy - plaster casts on his left leg, left arm; neck-brace, crutch.

                              M
                 Come in, Saunders.

                              SAUNDERS
                 M. 007.

                              BOND
                 Okay, Saunders. What is it this
                 time? Rocket in the leg? Machine
                 pistol in the arm?

                              SAUNDERS
                 Q's retirement party. I'd just put
                 the knife into the cake, and -

                              BOND
                 Come on. I know better than that -

      Bond thwacks the crutch against the leg. Saunders GRIMACES IN PAIN.

                              BOND
                 It must do something.

                              SAUNDERS
                 Well... If you insist.

      Saunders flexes his broken arm; ARMORED SPIKES pop out of the it.

                              BOND
                 The die is cast.

      Saunders exchanges a beleaguered glance with M. He takes off the cast
      and neck-brace, and places a BRIEFCASE on M's desk.

                              SAUNDERS
                 Now pay attention, 007. We haven't much
                 time to demonstrate your new Q toys.

                              BOND
                 How is old Q?

                              SAUNDERS
                 Gone fishing.

                              BOND
                 Fishing?

                              SAUNDERS
                 Big game fishing.
                       (beat)
                 Sonar torpedoes. Retirement gift
                 from his friends at the CIA.

      Saunders has opened the briefcase. Bond tries to look inside, but
      Saunders repositions it. Saunders continues:

                              SAUNDERS
                 In the meantime, perhaps this will
                 spark your interest.
                       (takes out a disposable lighter)
                 Cigarette lighter. Thumb here, press here -

      A small flame appears. Bond, unimpressed, reaches for it -

                              BOND
                 Saunders, I've lit cigarettes -

                              SAUNDERS
                 Not from forty feet.

      Saunders flips the lighter sideways and - WHOOSH! A burst of flame
      shoots across the room.

                              SAUNDERS
                 The disposable lighter also contains
                 a small self-detonation charge
                       (beat)
                 Depending on who - or what - you
                 wish to dispose of.

      Bond takes the lighter, begins to play with it...

                              SAUNDERS
                 Stop fidgeting, 007. Next -

      He takes out a pair of SHOELACES.

                              BOND
                 ... Shoelaces?

                              SAUNDERS
                 Plastique explosive shoelaces.
                       (holding them out at length)
                 Cut them to regulate the size of the
                 blast; totally harmless until you
                 attach the detonator hidden in the
                 heel of your shoe.

                              BOND
                       (examining them curiously)
                 Perfect way to tie up a... 'Knotty'
                 problem?

                              SAUNDERS
                       (frowns)
                 Moving along -
                       (he produces:)
                 A typical plastic security card.
                 Name here, magnetic information
                 stripe here -
                       (pointing to)
                 And a code breaking microprocessor
                 here. Swipe it through any card
                 reader - anywhere - you're in.

                              BOND
                 Does it work on cash machines?

      Saunders is suddenly stricken. Flustered. He blurts out:

                              SAUNDERS
                 It was an authorized test. I returned the money.

                              BOND
                       (amused)
                 I see...

                              SAUNDERS
                       (ignoring this)
                 Finally, your new watch: Blue laser
                 here for signaling or burning
                 through locks; press this button, the
                 sweep hand becomes a Geiger counter.

                              BOND
                       (needling him)
                 If you can't do the time, don't do
                 the crime?

                              SAUNDERS
                       (smirks at Bond, pauses, then)
                 Oh. I almost forgot. There is one last
                 thing: Before Q retired, he asked that
                 I give you one other protective device.

      He hands Bond a WEDDING BAND.

                              BOND
                 A wedding band??? What am I supposed
                 to be able to do with this?

                              SAUNDERS
                 I believe Q's exact words were:
                       (imitating Q, emphatically:)
                 "Hopefully, nothing."

      Bond turns from Saunder's devious grin to an amused M. Smiles:

                              BOND
                 ...I'll give you a ring from Venice.

                              M
                 Good luck on your mission, 007.

      He snaps the ring down on her desk.

                              BOND
                 Till death do us part.

                                                                    CUT TO:

      EXT. VENICE HARBOR/GRAND CANAL - NIGHT

      A GLEAMING WHITE YACHT - with two on-board helicopters, and a huge
      tarped hold - dominates the harbor. (Harmsway's SEA DOLPHIN II.)

      Tonight, however, we find a GONDOLA, gliding through the water...

      Arriving at a festively-lit dock, crowded with gaily costumed
      partygoers and musicians in medieval garb.

      Wearing the mask from M's office, (and a bright blue cape,) Bond
      alights the gondola, and plunges into the crowd.

      EXT. PIAZZA SAN MARCO - NIGHT

      A swirl of colors, noise and music. Pushing his way into the chaotic
      celebration, Bond scans the crowd, looking for a face:

      NOTHING BUT A SEA OF MASKS. White. Yellow. Red. Blue.

      Caught up in the tumult, he turns left, he strains to turn right,
      anxiously looking for the contact. Who is it?

      THREE MASKED WOMEN appear in front of Bond. They curtsy, and giggle.

                              WOMAN
                 Buona sera, signore -

      He's spun by a MASKED MAN with a bottle.

                              MAN
                 Vino?

      Bond waves him off - and is jostled in the other direction, by a
      group of celebrants carrying a long banner.

      Suddenly, the CROWD SURGES FORWARD: A PROCESSION, carrying the
      EFFIGY OF CARNIVAL is making its way through the square.

      Locked shoulder to shoulder in the crowd, Bond struggles to look
      forward - left, right - when he FEELS A TUG at his cape from behind.
      He can only crane his neck to see/hear -

                              MASKED WOMAN
                 I may have been followed. Meet me at
                 the Church in five minutes!

      With an effort, Bond turns to look at her - but sees nothing, save
      the wisp of a satin costume, disappearing as the crowd closes ranks
      behind him.

      SAN GIACOMO SQUARE - NIGHT

      Five minutes later. Almost deserted. A few stray couples. The
      MASKED WOMAN appears, walking tentatively between the shadows and
      the moonlight, looking for Bond. Suddenly -

      Whomp! - an arm reaches out, and yanks her into an alcove.

                              BOND
                 Looking for someone?

      Recovering her breath (it was a violent yank,) the woman - PARIS
      removes her mask. She shines a sexy, 1000-watt smile at 007:

                              PARIS
                 Hello, James.

      Bond reacts. He is not happy to see her.

                              BOND
                 Paris?!? What are you doing here?

                              PARIS
                 Is that any way to say hello?

                              BOND
                 I thought your specialty was good-bye.

      Paris smiles coyly. She LIFTS A HAND to tousle his hair -

                              PARIS
                 Oh, James. I've missed you -

                              BOND
                       (grabbing her by the wrist)
                 Is this another one of your games?

                              PARIS
                 Stop it! You're hurting me! Can't
                 you just be nice?

                              BOND
                 I've got half the British government
                 breathing down my neck. I don't have
                 time for your nonsense.

      She's surprised - and hurt - by his coldness.

                              PARIS
                 Don't you even miss me? Didn't I
                 mean anything to you?

                              BOND
                 Nothing.

      She turns away from him, fighting back tears. Bond doesn't care:

                              BOND
                 What about Elliot Harmsway? Or is
                 this just another one of your stunts?

                              PARIS
                       (anguished)
                 No! He's crazy - he's insane. He
                 hates everybody. He's got these
                 plans -
                       (facing Bond, becoming hysterical:)
                 You've got to help me, James. I'm
                 sorry. I'm sorry for everything. I
                 know I was wrong - but you've got to
                 protect me. I know you still love -

      BOND SLAPS HER. She's stunned. He waits. She's angered:

                              PARIS
                 Do you feel better now?

                              BOND
                       (not giving an inch)
                 Do you?

      She turns away. Bond feels remorse for hitting her. Softens:

                              BOND
                 What about the uranium?

                              PARIS
                 It's on the boat. He's holding a
                 press conference tomorrow.

      Bond reaches out to touch her. She falls into his arms, burying her
      face in his shoulder.

                              PARIS
                 I'm so sorry, James. I promise, I'll
                 never leave you again.

                              BOND
                       (patting her head)
                 Shhhhh...

                              PARIS
                 Just hold me.

      Bond thinks for a moment, then gently pushes her away, a foot
      backwards, to look in her eyes:

                              BOND
                 How do you know Harmsway?

      Paris' eyes flicker at something over Bond's shoulder. She swoons:

                              PARIS
                 Kiss me.

      She pulls Bond to her, kissing him - then HAULS OFF, BELTING him
      across the mouth.

                              PARIS
                 Bastard! Leave me alone!

      She shoves him off, darts away. Bond is bleeding from his mouth -
      and not altogether surprised at her behavior. He turns to see -

      ANOTHER ANGLE - SAN GIACOMO SQUARE - (BOND'S POV) -

      Paris running to FOUR MEN dressed alike in three-corner hats,
      enveloped from head-to-foot in BLACK CAPES. Their faces are
      completely concealed behind flat, bone-white masks covering all but
      their chins. They look like messengers of death.

      CLOSER ON PARIS AND THE MEN -

      The leader is STAMPER; the others are locals, THUG #1, #2, #3. (THUG
      #1 is built like a bank vault.) Stamper looks steadily at Bond

                              STAMPER
                 Who is he?

                              PARIS
                 Nobody. Just some drunk. Leave him
                 alone -

                              STAMPER
                       (to Thug #3)
                 Take her to the boat.

      RETURN ON BOND -

      He sees STAMPER and the TWO HENCHMEN approaching. He turns and walks
      quickly toward -

      EXT. RIALTO BRIDGE - FIRST (UP) STAIRCASE - NIGHT

      Pushing past carnival-goers, Bond rushes up the central staircase of
      the bridge. At the top, looking onto the main span, he sees -

      THE EFFIGY OF CARNIVAL PROCESSION, approaching like a tidal wave.

      BOND throws a look over his shoulder, and SEES THE THREE MEN, rushing
      up the stairs, knocking people out of the way like bowling pins -
      completely unaware of the oncoming parade at the top.

      BOND turns to face the men... And suddenly THROWS HIS CAPE UP,
      dramatically, like Batman - blocking their view of the procession.

      STAMPER AND THE TWO THUGS hesitate for a moment -

      And BOND PULLS THE CAPE TO HIS BODY, just as the PROCESSION SURGES
      PAST HIM, and spills down the stairs, overwhelming Stamper & Co.

                              BOND
                       (to himself, flexing the cape)
                 So that's how he does it.

      Bond disappears into the oncoming crowd.

      Stamper and Thug #2 are pushed to the bottom of the staircase - but
      Thug #1 bulls his way up, shouldering through the crowd.

      RIALTO BRIDGE - SECOND (DOWN) STAIRCASE - NIGHT

      As Bond nears the bottom of the staircase, he looks back up:

      THUG #1 is coming down the stairs like an infernal machine, tossing
      carnival-goers aside like rag-dolls. Spotting Bond, he charges -

      But gets caught between TWO MEN CARRYING A SATIN BANNER. He goes
      right through it - ripping the material apart with his bare hands,
      pulling the men down, after him.

      BASE OF THE RIALTO BRIDGE - CANAL SIDESTREET - NIGHT

      Bond turns past the wall at the bottom of the colonnade. He sees:

      A GROUP OF TOURISTS, posing for a photo by the bridge -

      and just beyond this -

      A STREET SELLER hawking souvenirs from a PUSH CART.

      BOND approaches the TOURIST with the camera, offering to take the
      picture for him.

                              BOND
                 Prego, prego. Permissio.

                              TOURIST
                 Grazie.

      Bond takes the camera. The tourists pose. And with perfect timing,
      Bond turns, and - POP! - sets off the FLASHBULB in THUG #l's face
      just as he comes around the corner.

      Bond flips the camera back to the tourist -

                              BOND
                 Grazie -

      And heads for the PUSHCART. Wheeling it around, he SHOVES IT at the
      thug, who is still stumbling, blinded by the flashbulb.

      The CART SLAMS INTO THE MAN, knocking him on his back. The cart
      stops on top of him, pinning him down.

      BOND takes off, threading through the crowd toward a SIDESTREET.

      Meanwhile, THE STREET SELLER rushes to his wrecked cart. It ERUPTS
      in the air as Thug #1 jumps to his feet. He's getting really pissed
      off. He looks around for Bond - just catching a glimpse of him, as -

      007 disappears down the sidestreet.

      Thug #1 makes a bee-line for Bond - but finds his path blocked by TWO
      MOTORCYCLISTS, chatting away. Barely stopping, Thug #1 lifts one of
      the motorcycles - with the driver still in the seat - and THROWS IT
      INTO THE CANAL.

      RETURN ON THE BASE OF THE BRIDGE -

      Stamper and Thug #2 arrive at the wrecked cart - in time to see Thug
      #1 disappear onto the side Street.

      Stamper motions for Thug #2 to come with him on a parallel course
      along the canals toward -

      THE PLAZA SAN SALVATORE - NIGHT

      Bond enters the deserted plaza from the side-street. Sticking close
      to the buildings, he ducks into an alleyway.

      ALLEYWAY - OFF THE PLAZA SAN SALVATORE -

      Shrinking back into the shadows, Bond peers out into the Plaza.

      BOND'S POV - THE PLAZA

      Stamper and Thug 2 charge in. Bond watches as they split up and
      start looking for him.

      RETURN ON BOND - IN THE SHADOWS -

      Suddenly, a huge hand grabs 007's shoulder, spinning him around:

      THUG #1 has Bond in his grasp, with murder his eyes. In one fast
      move, Bond side-steps, ducks, and twists out of the cloak, throwing
      it over the Thug's head. And as the Thug struggles to get out from
      under it, Bond slams him head-first into a wall, knocking him out.
      (He's left sitting upright, slumped against the wall.)

      NEW ANGLE -

      Bond heads off down the alleyway, away from the Plaza, toward the
      courtyard of Il Bovolo.

      RETURN ON ALLEYWAY ENTRANCE -

      Thug #2 enters, spots the figure in Bond's cloak. Very quietly, he
      pulls out his gun, kneels... And as he brings the gun up to the
      cloaked figure's head, chambering a round -

      The cloak erupts, with Thug #1 viciously biting Thug #2's gun-hand,
      hurling him against the opposite wall.

      With a frustrated fury, Thug #1 rips off the cloak, and stands.

                              THUG #2
                 Marco - I didn't know -

                              THUG #1
                 After him!

      They charge off.

      IL BOVOLO - COURTYARD - NIGHT

      Bond enters from the alley, scans the courtyard: Three walls. No
      way out... Save for a SPIRAL STAIRCASE that leads up to the FOURTH
      FLOOR INTERIOR BALCONY, overlooking the courtyard.

      THE SPIRAL STAIRS -

      Bond takes the marble steps, two at a time.

      RETURN ON THE COURTYARD -

      The two Thugs enter the square. Motioning for quiet, they HEAR
      BOND'S FOOTFALLS on the steps, and race up after him.

      THE BALCONY -

      Coming off the staircase, Bond tries the doors to the interior of the
      building: Locked. Too heavy to burst in. He glances down at the
      courtyard, and HEARS THE THUGS' FOOTSTEPS running up the stairs.

      Bond glances up to the roof, just above his head: The only escape.

      Pocketing his mask, Bond hops on the BANISTER, REACHES for the
      GUTTER. He pulls himself up, throws a leg over - onto the roof, and
      disappears from sight...

      Just as the Thugs enter the balcony from the staircase.

      FIRST ROOFTOP -

      Bond scurries along the steeply pitched terra-cotta roof. There are
      SHEER DROPS on three sides - but the fourth side is a one-story drop
      to an adjoining building. Bond jumps.

      SECOND (LOWER) ROOFTOP -

      007 lands on another steeply pitched roof; unable to get a foothold
      on the tiles, he slides down, rolling to the edge. He looks down:
      The adjoining building is one story lower, with a skylight roof.

      As Bond struggles to climb back to the peak of the second roof -

      RETURN ON THE BALCONY -

      Thug #1 holsters his gun, and climbs on the banister. He's too heavy
      to climb onto the roof by himself - so Thug #2 shoves him from below.

      FIRST ROOFTOP -

      Thug #1 searches for Bond. He HEARS BOND moving, below him, on the
      next building. He makes a running leap.

      SECOND (LOWER) ROOFTOP -

      Bond has hauled himself up to a crouch as Thug #1 lands. They
      grapple. The Thug sends Bond sliding down toward the edge of the
      roof, then loses his balance, and slides down after Bond.

      AT THE EDGE OF THE ROOF, Bond is about to slide off, onto the
      skylight below, but GRABS THE COPPER GUTTER at the last moment.

      007 is now hanging, fifteen feet above a glass skylight... As Thug #1
      tumbles off the edge of the roof, and saves himself by GRABBING ONTO
      BOND'S LEGS.

      They sway in the air for a second. The GUTTER bends, breaks, and the
      two of them fall -

      CRASHING THROUGH THE GLASS SKYLIGHT, INTO: -

      VENICE MEDIEVAL ARMOR MUSEUM - NIGHT.

      They land in a shower of glass on the grand banquet table in the
      Great Hall. Bond is winded. Thug #1, unfazed. He grabs Bond by the
      collar, hauling him up on his feet.

      Thug #1 shoves the nose of his gun under Bond's chin, forcing 007 up
      on his toes. Snarling, he thrusts his face menacingly close to Bond:

                              THUG #1
                 I owe you some pain.

      With lightning speed, Bond: 1) Grasps the Thug's elbow and yanks his
      gun arm forward, as, 2) Bond pitches his head back. Bond's chin just
      clears the barrel as THE GUN FIRES INTO THE CEILING.

      The flash momentarily blinds Thug #1. Bond snatches a CANDELABRA,
      and smashes it against the Thug's arm, knocking the gun away.

      As BOND DRAWS HIS WALTHER, the Thug grabs Bond's wrist, and brutally
      (yet effortlessly) SQUEEZES THE GUN from 007's hand, ONTO THE FLOOR.

      With a sick smile, the Thug tosses Bond into a corner of the room.
      He's having fun.

      AS BOND STAGGERS, PICKING HIMSELF UP FROM THE CORNER -

      THUG #1 tosses aside a massive table and chairs to get at Bond.

      BOND shoves a SUIT OF ARMOR (on wheels) at Thug #1 - who bats it out
      of the way, like a gnat.

      Concerned this might be getting serious, BOND grabs an OAK LEG from
      the shattered table. He wields it like a bat, to ward off the Thug.

      Unimpressed, the THUG SMASHES HIS FIST INTO a GLASS DISPLAY TABLE,
      and plucks out a CLAYMORE - a two-handed "King Arthur" type sword.

      With one roundhouse blow, THUG #1 SLICES BOND'S TABLE LEG IN TWO.
      The Thug swings the Claymore a second time, forcing Bond back to:

      A DISPLAY WALL -

      filled with pole weapons. Bond snatches a lethal-looking HALBERD.
      (Ax, fluke and spike on a staff.) Thug #1 stops in his tracks.
      Drops the Claymore. Grabs a pole-ax.

      THE TWO MEN face off in a short, furious battle, which ends with Thug
      #1 shattering Bond's Halberd with the pole-ax.

      NEW ANGLE -

      Gripping the pole-ax horizontally in both hands, Thug #1 forces Bond
      backward, to a SECOND DISPLAY WALL that features AN IRON MAIDEN.
      (Something like a hinged sarcophagus, lined with spikes.)

      Thug #1 tries to push 007 into the case, but Bond side-steps at the
      last minute. Thug #1 lurches forward, and is only stopped from
      killing himself by the pole-ax hitting the sides of the iron maiden.

      As Thug #1 steps back, Bond grabs a MORNING-STAR from the wall. (A
      studded iron ball on a chain attached to a club)

      Bond swings the Morning-Star down, SNAPPING THUG #1'S POLE-AX IN
      TWO... But loses the weapon in the process.

      Now, Thug #1 lunges for Bond's throat. Grappling, they slam into the
      wall next to the IRON MAIDEN - which is STARTING TO COME LOOSE FROM
      THE LEATHER STRAPS holding it upright.  -

      In a near death-grip, Bond manages to push/kick/smash Thug #1
      backwards, down onto the floor.

      AND AS BOND REACHES UP FOR ANOTHER WEAPON - A HAND-AX -

      THUG #1 LUNGES FOR BOND'S GUN ON THE FLOOR.

      BOND CAN'T GET THE HAND-AX OFF THE WALL. HE TURNS TO SEE:

      THUG #1 ABOUT TO SHOOT HIM.

      And at the very last second, BOND DISLODGES THE HAND-AX, SLASHES THE
      IRON MAIDEN'S LEATHER RETAINING STRAPS and -

      NEW ANGLE - FROM INSIDE THE IRON MAIDEN'S POV -

      The iron maiden falls forward, impaling Thug #1 on the wooden floor.

      RETURN TO SCENE -

      The Iron Maiden covers all of Thug #1, except for his arm, still
      clutching Bond's gun. Bond bends down and retrieves it.

                              BOND
                 He fought hard...
                       (holstering the gun)
                 But the case was terminal.

      And on this note, we -

                                                              DISSOLVE TO:

      EXT. VENICE HARBOR - THE NEXT DAY -

      Under a beautiful blue sky, the gleaming white SEA DOLPHIN II sits at
      dock, festooned with pennants and banners. There's a crowd onboard.
      At the same time, however, 500 feet away...

      INT. DOCKSIDE CAFE -

      Bond meets with Signore DiGIACOMO, a middle-aged Italian Intelligence
      official in shirtsleeves. Two underlings hover in the background.

                              BOND
                 You've confirmed all the legal
                 details with M?

                              DiGIACOMO
                 Si. Bueno. She's very...
                 'Competent.' ...For a woman.

                              BOND
                 Let's go over this one more time.

                              DiGIACOMO
                 You will investigate the boat.
                 You'll signal us if you find the
                 enriched uranium. And then -
                       (distracted)
                 Pardon.

      He looks at a WOMAN who has appeared with a baby in her arms.

                              ITALIAN WOMAN W/BABY
                 Don Franco. I just want to say we're
                 voting for you in the election.

                              DiGIACOMO
                       (teasing, re: the baby)
                 Both of you?

                              ITALIAN WOMAN W/BABY
                       (laughs)
                 Of course.

                              DiGIACOMO
                 Grazie, grazie. Ciao.

      She leaves. He turns back Bond:

                              DiGIACOMO
                 So. You'll signal us if you find the
                 uranium -

                              BOND
                 And you'll wait until after the press
                 conference - and everyone is gone -
                 before you board the boat and arrest
                 him.

                              DiGIACOMO
                 Perfecto. Then we turn him over to you,
                 and the English government puts him on a
                 military transport back to London.

      Bond nods, looks over at the Sea Dolphin II.

                              DiGIACOMO
                 Do not worry, my friend. I only want
                 what is best. For both of us.

      Bond stands to leave. DiGiacomo smiles after 007 - as if he's
      savoring some private secret. He snaps his fingers to an underling:

                              DiGIACOMO
                 Rocco! Un Cappuccino!

      THE SEA DOLPHIN II -

      As Bond makes his way up the gangplank -

      ELLIOT HARMSWAY is holding a press conference near the bow, surround-
      ed by dignitaries. He is a man with an EVIL EUPHORIA - showing off
      all the charm and charisma that's made him one of the world's most
      powerful media tycoons.

                              HARMSWAY
                 ...And so, it's somewhat fitting that
                 we are here today... To christen this
                 environmental research boat in Venice -
                 - 'Venezia' - the port where Marco
                 Polo sailed forth to explore the
                 world's great uncharted oceans...
                       (beat)
                 That 2/3 of the earth's surface where
                 the sharks are not working members of
                 the press.

      Laughter. Bond studies the man. Harmsway continues, pointing to a
      LARGE DRILL/BORING OBJECT, the size of a jet engine, attached to a
      long flexible hose/tube.

                              HARMSWAY
                 With our six custom designed sea-bed
                 coring drills, we will probe the
                 long-term effects of pollution; our
                 sonars, radars, and research labs
                 will study the wind, the water, and
                 the sea life that so dearly feeds us.

      Bond moves through the crowd. He spots a bulkhead, with a door.

                              HARMSWAY
                 And so, in the spirit of international
                 cooperation - thanking my good friend,
                 Valentin Zukofsky - the newly elected
                 President of the Ukraine for all his
                 assistance -

      He motions to Zukofsky, who nods to the audience...

                              HARMSWAY
                 I give this boat to mankind - selflessly
                 - in pure charity asking nothing for
                 myself... But the cable TV rights.

      Big laugh from the assemblage. Harmsway turns to a BEAUTY QUEEN:

                              HARMSWAY
                 Miss Venice? If you'll do the honors -

      SMASH! She cracks a champagne bottle on the tip of the bow. CHEERS!

                              HARMSWAY
                 Now I'll take some questions from the
                 press - even the few of you who
                 aren't on my payroll.

      Laughter. Harmsway points to a reporter:

                              REPORTER #1
                 Mr. Harmsway: Why did you name this
                 boat the Sea Dolphin II?

                              HARMSWAY
                 Actually, my first choice was 'No
                 Comment.' So if someone asked where
                 I was, I could truthfully respond 'No
                 Comment.'
                       (laughter; he points)
                 Over there.

                              REPORTER #2
                 Sir Elliot: Is it true you're in
                 negotiations to move your offices
                 from Hong Kong to Kuala Lumpur?

                              HARMSWAY
                       (impishly)
                 No comment.

      Amidst more laughter, Bond disappears into the bulkhead door.

      INT. SEA DOLPHIN II - BELOW DECKS -

      Bond moves cautiously down a STAIRCASE...

      And peers along a CORRIDOR. He sees a GUARD, checking doors, making
      sure they're locked. Bond withdraws for a moment, looks back: The
      guard is at the far end of the hall. He lifts a WALKIE-TALKIE:

                              GUARD
                 Level one, secure.

      The guard exits, down another staircase. Bond moves stealthily down
      the corridor, glancing at signs on various doors: FISH HATCHERY,
      WEATHER STATION, CREW'S MESS, etc... Until he comes to:

      METALLURGY LAB. There's a CARD READER by the door. Bond slips out
      his Q-toy, swipes it. Click. He goes inside.

      INT. METALLURGY LAB - SEA DOLPHIN II - CONTINUOUS

      Bond clocks the lab: Power tools, test benches, a SECOND ENTRY
      DOOR... And in the middle of the room -

      THE RED BOX.

      Quickly, (as the echoes of Harmsway's press conference can be heard
      through the portholes,) Bond examines the edges of the box, looking
      for tamper-proof seals. Finds none. Gingerly, he opens it:

      URANIUM SLUGS. They look like black tennis ball canisters.

      BOND presses a button on his watch: THE GEIGER COUNTER CLICKS WILDLY
      Bond pauses. Wants to make sure. He spots ANOTHER GEIGER COUNTER on
      a bench; he moves its probe over the uranium slugs: Same result.

      Bond closes the box. He decides to check out the rest of the room -
      examining gadgets, tools, chemicals. HE OPENS A SHALLOW DRAWER -

      And finds a set of BLACK ROTARY CUTTING SAWS, WITH ELONGATED TEETH.
      (They look almost like a series of sharks' jaws - one oval set inside
      another )

      Bond lifts one - surprised at its extreme weight. He wonders what it
      is used for. Just then -

      THERE'S A CLICK AT THE SECOND DOOR. Bond quickly replaces the
      cutting saw, moves to the first door -

      And as the SECOND DOOR OPENS, Bond slips out the first, into the
      CORRIDOR, down the hall, heading for the stairs.

      BACK IN THE METALLURGY LAB -

      YUNG enters, his hairless head shining under the lights. He looks
      around, sensing something is wrong. Glances: Not the red box. Not
      the Geiger counter. But then he notices it:

      THE DRAWER is sticking out, maybe a sixteenth of an inch.

      Yung picks up a telephone.

      SEA DOLPHIN II - TOPSIDE -

      Bond emerges from the bulkhead door. The press conference wrapping
      up. As Bond makes his way to the RAIL, looking out on the cafe -

                              HARMSWAY
                 The maiden voyage begins tonight. I
                 have some business in London - but
                 the ship will sail down the Nile,
                 across the South China Sea, stopping
                 in Australia, winding up in San
                 Francisco.

      Bond stands at the rail, AIMS HIS WATCH at the cafe -

                              HARMSWAY (cont'd)
                 But having said that - let's get to
                 the real business - the only thing
                 that attracts newsmen faster than a
                 breaking story the free food and
                 beverage.

      INT. CAFE -

      DiGiacomo sees the BLUE LASER. Motions his men to action.

      RETURN ON THE SEA DOLPHIN II - TOPSIDE -

      Bond has sauntered to one of the hospitality bars, trying to remain
      ac inconspicuous as possible. A hand clasps his shoulder:

                              VALENTIN'S VOICE
                 Mr. James Bond!

      Bond spins to see Valentin, surrounded by the usual assortment of
      cheaply dressed goons.

                              BOND
                 Valentin. What an unpleasant surprise.

                              VALENTIN
                 What is it that brings you to
                 Venezia, Mr. Bond? Business -
                       (sly glance to the thugs)
                 Or somebody else's business?

      The goons chortle. Bond isn't happy with this attention. He clocks
      a VIDEO SURVEILLANCE CAMERA ON ONE OF THE MASTS, scanning the deck.

      A WOMAN'S SHRILL WHINING VOICE - brings Bond back to Valentin. She
      is very colorfully dressed - dripping in high-ticket logos.

                              SOFIA
                 Dimitri!!! You promised I could go
                 shopping!!

                              VALENTIN
                       (sotto, to Bond)
                 New mistress.
                       (to her, impatiently)
                 So? Go!

                              SOFIA
                 I need money.

      Valentin gives a beleaguered shrug, and pulls out a HUGE WAD OF CASH.

                              VALENTIN
                 Here. Take an inch.

      Shaking his head, Valentin turns back to Bond:

                              VALENTIN
                 Come. Let me buy you a drink. It's
                 free.

      With Bond keeping an eye on the surveillance camera, they move
      several steps to the bar.

                              VALENTIN
                       (to the bartender)
                 Two vodka martini's. Shaken. Not stirred.
                       (to Bond)
                 And you?

      Bond would rather not drink - but knows that any change from his
      regular behavior might arouse suspicion.

                              BOND
                 One.

      As the bartender pours:

                              BOND
                 I must say, Valentin, capitalism
                 seems to be treating you well.

                              VALENTIN
                       (belting one back)
                 I used to sell weapons; now I buy votes.
                       (then)
                 Off the record.

                              BOND
                 Of course. If you can't beat the
                 government, you might as well own it.

      Valentin spots someone off-camera.

                              VALENTIN
                 Wait - I want you to meet a friend of
                 mine.
                       (calling out)
                 Elliot! Elliot! Come here.

      Harmsway appears. Ebullient as ever.

                              VALENTIN
                 Elliot Harmsway, I want to introduce
                 you to an old friend -

                              BOND
                       (putting out a hand to shake)
                 The name is Bond. James Bond.

      Harmsway greets Bond with a warm smile. Yet his words are ambiguous:

                              HARMSWAY
                 Always nice to meet one of her
                 Majesty's fellow subjects...
                       (a nod to Valentin)
                 Especially one with such
                 distinguished friends.

                              BOND
                 You might say I've always been one of
                 Mr. Valentin's biggest followers.

                              VALENTIN
                       (chortling)
                 'Biggest followers?' He's
                 practically made a career' of it!!

      He laughs. Bond decides to pull Harmsway's chain.

                              BOND
                 It's a beautiful boat, Sir Elliot.
                 Practically glows in the dark.

                              HARMSWAY
                       (smiles)
                 I can tell you're a man with an eye
                 for exquisite possessions, Mr. Bond.
                       (signaling off camera)
                 Darling! Come here.
                       (beat)
                 I want you to meet my wife.

      A woman appears in frame, her face obscured by a large sun hat. As
      she reveals her face to the camera - and Bond -

                              HARMSWAY
                 Paris Harmsway, allow me to introduce
                 you to James Bond.

      There is a terrified look on her face. Harmsway continues, beaming
      his most insinuating smile:

                              HARMSWAY
                 But then... I believe you two have
                 already met.

      There is a beat - an uncomfortable moment when nobody speaks. Then -

      POLICE WHISTLES BLOW! SIRENS! SOUND OF TIRES SCREECHING TO A HALT!

      The entire party turns to see DiGIACOMO barging his way up the
      gangplank - wearing a ludicrous military uniform, trailed by UZI-
      TOTING CARBINIERI, along with his own VIDEO AND STILL CREWS.

                              DiGIACOMO
                 Elliot Harmsway: Under the auspices
                 of the Italian government, I, Franco
                 DiGiacomo -
                       (pauses; smiles at a camera;
                        POP! A flash goes off)
                 Am arresting you for the illegal
                 possession of weapons grade enriched
                 uranium.
                       (to his underlings)
                 Seize the boat!

      A set of frozen glances goes from Bond, to Paris, to Harmsway.

                              VALENTIN
                 I think I suddenly remembered an
                 urgent meeting in Moscow.

      To everyone's surprise, Harmsway guffaws.

                              HARMSWAY
                 My friends, there's been a terrible mistake.
                       (putting his arm around DiGiacomo)
                 Come. Let me show you.

      And he leads the procession off, through the bulkhead door. Bond is
      left with Paris. She is white with fear. Bond moves to console her:

                              BOND
                 Paris -

                              PARIS
                 Leave me alone! He's going to kill me!!

                              BOND
                 Why didn't you tell me? Why wasn't
                 it in our files?

                              PARIS
                       (anguished)
                 He didn't want anyone to know. He
                 kept it out of the papers. He said a
                 third wife was bad for his image.
                       (beat)
                 You've got to protect me!

      Bond wants to help her - and follow Harmsway. He pulls out a key:

                              BOND
                 Go to my hotel room. I'll be there
                 in twenty minutes.

      Paris looks up at him like a hurt child. She wants some contact; she
      wants to hear him say 'I love you.'

                              PARIS
                 Just - say it. Say it just once.

                              BOND
                       (pauses, discomfited)
                 One thing at a time. I'll see you
                 in twenty minutes. Go.

      She exits; he goes to the bulkhead door... And we pan up to see the
      SURVEILLANCE CAMERA, following him.

      INT. METALLURGY LAB - SEA DOLPHIN II -

      Harmsway holds court near the red box. Bond squeezes in.

                              HARMSWAY
                 I believe this is what you're looking
                 for, Colonel.

      He opens the red box. Hoists out a canister.

                              HARMSWAY
                 Is it uranium? Absolutely. But watch -
                       (runs the Geiger counter over it)
                 It's depleted uranium! Completely
                 safe! A child could sleep on it.

      Bond can't believe what he's seeing. DiGiacomo is mortified.

                              HARMSWAY
                 I received it from the Russian
                 government - a by-product of their
                 nuclear arms program - in the hopes
                 that I could create tools for
                 oceanographic research.
                       (beat)
                 It's what I was talking about:
                 'Swords into plowshares'! The Sprit
                 of International Cooperation!

                              DiGIACOMO
                 Signore Harmsway. A thousand apologies.
                       (snaps his fingers to a lackey:)
                 Give him the video tape.

                              HARMSWAY
                 Please. No harm done, Don Franco. Go
                 upstairs, and enjoy the reception.

      As the room empties, he calls -

                              HARMSWAY
                 Oh - Mr. Bond. One minute.

      Bond approaches him. They're the only people in the room.

                              HARMSWAY
                 I hope you've enjoyed this little charade.

                              BOND
                 Which part? The Colonel's? Or yours?

                              HARMSWAY
                       (icily)
                 A piece of advice, Mr. Bond: Don't
                 screw with a man who buys ink by the
                 ton.
                       (beat)
                 It's deadlier than uranium.

                              BOND
                       (staring him down)
                 We'll see about that.

      Harmsway glances at his watch. Smiles coldly.

                              HARMSWAY
                 Aren't you late for a meeting?

      EXT. THE SEA DOLPHIN II/HARBOR - DAY

      Bond rushes down the gangplank, along the dock. Jumps in a gondola.

                              BOND
                 The Danielli. Presto!

      RETURN ON THE METALLURGY LAB -

      Harmsway closes the door. Yung is there.

                              YUNG
                 That was too close.

                              HARMSWAY
                 Don't worry. Mr. Bond will get the
                 message. So will his boss.

      Harmsway presses a button - and suddenly the red box lifts, and a
      second red box appears underneath it, like shuffling a deck of cards.

                              HARMSWAY
                 I'm going to the plane. Tell the
                 captain to set sail at once.

      EXT. THE DANIELLI HOTEL - DAY

      Bond jumps out of the gondola, sprints into the lobby.

      FOURTH FLOOR CORRIDOR -

      Bond appears, rushing up a staircase. He comes to his doorway. It's
      closed, but unlocked.

      INT. BOND'S HOTEL ROOM -

      Bond enters the room. Looks around, calling out -

                              BOND
                 Paris? Paris?

      He sees the French doors open onto the canal. The curtains billowing
      outward. Bond rushes to the window and looks down:

      EXT. GRAND CANAL - BOND'S POV

      Paris Harmsway is dead, floating in the water.

      RETURN ON BOND -

      Crushed. Devastated. And to make matters worse:

                              DiGIACOMO'S VOICE
                 Signore Bond?

      Bond turns. A flashbulb goes off, capturing Bond and DiGiacomo.

                              DiGIACOMO
                 You're under arrest.

                                                                   CUT TO:

      THE SOUTH CHINA SEA - DUSK

      The HMS INDOMITABLE - a 3,300 ton British frigate, surges through the
      water, heading toward the setting sun.

      CLOSER -

      BATTLE-DRESSED ROYAL MARINES patrol the deck; GUNNERY CREWS man the
      weapons. Whatever is going on here, it's not business as usual.'

      INT. BRIDGE - DUSK

      Close on A VERTICAL GLASS MAP. An electronic panel display with a
      BLINKING YELLOW DOT indicates -

                              NAVIGATOR
                 We've cleared Hong Kong harbor, sir.

      THE CAPTAIN nods. Turns to the GPS OFFICER:

                              CAPTAIN
                 Position?

      The GPS officer enters keyboard commands on console marked "GLOBAL
      POSITIONING SATELLITE." He reads out the data:

                              GPS OFFICER
                 Two-two, zed-three, one-five north; a
                 hundred fourteen degrees, five
                 minutes, ten seconds east.

                              CAPTAIN
                 Mark.

                              GPS OFFICER
                 Locked on satellite, sir.

                              CAPTAIN
                 Set course, two-ten degrees, south
                 south east.

                              NAVIGATOR
                 Coming about, sir.

      The Captain is all business - clipped, sober terse. Turns to his
      FIRST OFFICER, hands him a SLIP OF PAPER:

                              CAPTAIN
                 Orders from London: For the next
                 ninety-six hours, we're to run on
                 full radio silence. Double watches,
                 full alert.
                       (beat)
                 We're to send one encrypted positioning
                 burst to London every six hours -
                 otherwise, zero electronic emissions.

      The first officer nods.

                              CAPTAIN (cont'd)
                 Inform the men, then run a surprise
                 inspection. If someone paints us, I
                 don't want this ship showing up on their
                 radar screen like some god-damned
                 Harrod's Christmas tree.

                              FIRST OFFICER
                 Yes, sir!

                              CAPTAIN
                 I'll be in my cabin until oh-six-
                 hundred hours.

      The Captain heads for the door.

                              SECOND OFFICER
                 Captain leaving the bridge.

      The officers salute as he exits. With a shrug, the FIRST OFFICER
      picks up the INTERCOM MICROPHONE:

                              FIRST OFFICER
                 Attention all hands. Now hear this...

      INT. CREW'S MESS -

      Crowded with CREW MEMBERS eating, waiting on line for food.

                              FIRST OFFICER (INTERCOM)
                 We will rig immediately for
                 electronic silence. All electronic
                 gear is to be shut down...

      CLOSE ON COOK - KITCHEN -

      At microwave. His finger hovers over button, then stops. He opens
      the door of the microwave and takes out a bowl. Dumps the contents
      on the stove.

      INT. SHIP'S HEAD -

      CREW MEMBER with an ELECTRIC SHAVER.

                              FIRST OFFICER (INTERCOM)
                 All personal radios, video devices
                 and computers will be stowed at once.

      He stops shaving.

      INT. ENGINE ROOM -

      The ENGINEER shouts to his crew, over NOISE OF DIESEL ENGINES:

                              ENGINEER
                 Check the engine baffles; rig the
                 generators for shielded operation.

      RETURN ON THE BRIDGE -

      The First Officer stands next to the Communications Officer.

                              COMMUNICATIONS OFFICER
                 Communications set to receive only, sir.

      The First Officer looks over the shoulder of RATING at radar screen.

                              RATING
                 Radar switched to passive mode; sonar
                 re-set to low-power operation.
                       (beat)
                 You couldn't find our signature with
                 a magnifying glass.

                              FIRST OFFICER
                 Let's hope so.

      The First Officer joins the Second Officer at the windows, scanning
      the horizon with binoculars.

                              SECOND OFFICER
                 Looks like we're in for a long,
                 uncomfortable trip.

                              FIRST OFFICER
                 We'll all breathe a lot easier when
                 we get this cargo back to London.

                                                                   CUT TO:

      EXT. MANOR HOUSE - THE COAST OF SCOTLAND - DAY

      THE BAGPIPE AND DRUM CORPS of the Royal Highland Regiment (aka the
      "Black Watch") is playing a FUNERAL DIRGE outside a vast stone house,
      with a HARMSWAY NEWS HELICOPTER on the lawn, and LIMOUSINES, A HEARSE
      and a FLOWER CAR in the driveway.

      SIX MEN IN FORMAL MOURNING ATTIRE are entering the house.

      INT. GRAND ROOM - SCOTTISH MANOR HOUSE -

      A SINGLE WHITE ROSE is added to a pile of white roses in PARIS
      HARMSWAY'S OPEN CASKET.

      REVEAL: We're in mid-procession: The last two (of the six men from
      outside) place roses in the casket...

      Then turn, nodding sorrowfully to ELLIOT HARMSWAY (sitting in the
      front row of a room that's keen turned into a makeshift chapel)...

      And follow hand signals of STAMPER, who motions them THROUGH A DOOR,
      to an unseen room.

      After the last man has paid his respects, HARMSWAY stands, walks to
      the bier, and - wiping away a tear - places a single RED ROSE in his
      dead wife's casket.

      INT. HARMSWAY'S INNER SANCTUM - SCOTTISH MANOR HOUSE - DAY

      We're in a room that looks as if it could only exist in, well, a
      James Bond movie: Slick, stark, sterile. Steel, glass, chrome.

      The SIX men are seated around a giant conference table, looking
      absurdly out of place in their formal mourning attire.

      Elliot Harmsway enters, (passing what appears to be the Liechtenstein
      that hangs in the lobby of CAA,) walks to the head of the table,
      takes off his gray mourning gloves, slaps them down, and:

                              HARMSWAY
                 Good morning, Gentlemen. I'm sorry
                 to bring you here under these
                 circumstances, but
                       (beat)
                 Considering our meeting was already
                 scheduled, this was a happy coincidence.

      The men nod. Harmsway sits, dims the lights from a control panel.

                              HARMSWAY (cont'd)
                 Number One, your report?

      A gap-toothed Californian with bland features stands.

                              NUMBER ONE
                 Sir Elliot: The entertainment division
                 is releasing three new animated
                 children's movies this year.
                       (pause)
                 By the time we're finished promoting
                 them on our TV, radio, cable, newspaper,
                 and magazine outlets -
                       (pause)
                 There won't be a parent in the universe
                 who won't feel guilty if they don't take
                 their children to our stores and theme
                 parks to buy the toys, books, video-
                 games and clothing featuring our
                 'lovable little creatures.'
                       (pause)
                 We anticipate revenues of 3.1 billion
                 dollars.

                              HARMSWAY
                 Excellent, Number One. Build a better
                 rat-trap, and the world truly will beat
                 a path to your theme park.
                       (turns to)
                 Number Two?

      A young guy with glasses gets up, looking remarkably like Bill Gates.

                              NUMBER TWO
                 As you're aware, Sir Elliot, our
                 software division has introduced a new
                 computer operating system, Gates '99.
                       (beat)
                 It's deliberately filled with bugs -
                 so people will be forced to buy our
                 upgrades over the next five years.
                       (beat)
                 The window on revenues is 2.8 billion.

                              HARMSWAY
                 Outstanding, Number Two.
                       (beat, remembering:)
                 By the way - Number Five - ?
                       (a man looks up)
                 Who's ahead in the American elections?

                              NUMBER FIVE
                 The Democrat, sir. By nine points.

                              HARMSWAY
                 Maybe it's time to publish that story
                 about his sex life. Even things up.
                 A close race is always better for our
                 TV ratings.

                              NUMBER FIVE
                 Consider him slimed, sir.

                              HARMSWAY
                 Splendid. Next...
                       (with noticeable reserve)
                 Number Three. Your report?

      A SHORT MIDDLE-EASTERN MAN stands. Nervous.

                              NUMBER THREE
                 I regret to inform you, sir, that
                 Saddam Hussein is still demanding a
                 bonus for his role in the Gulf War.

                              HARMSWAY
                 ...Haven't we already paid him for his services?

                              NUMBER THREE
                 Yes, sir. But he still feels his
                 people should share in the increased
                 profits of our news division. He has
                 proposed an additional 500 million
                 dollar payment.

      A pause. The other men in the room shift uncomfortably.

                              HARMSWAY
                 ... And there's no truth that 10% of
                 that money will go into your Swiss
                 bank account?

                              NUMBER THREE
                 No sir! I swear! This is not true!!

                              HARMSWAY
                 You disappoint me, Number Three.

      Harmsway presses a button. Stamper enters. Number Three assumes
      this means death. He BEGS FOR HIS LIFE:

                              NUMBER THREE
                 Please sir. Please -

                              HARMSWAY
                 ...But because I am a just man, I've
                 decided to give Mr. Hussein what he
                 deserves.

      Number Three is confused. Does this mean he's going to live?

                              HARMSWAY
                 Mr. Stamper will escort you to the plane.

                              NUMBER THREE
                       (overwhelmed with gratitude)
                 Thank you sir! Thank you!

      Harmsway nods, watching him leave:

                              HARMSWAY
                 Good-bye, Mr. Azziz.

      And the man is gone. Harmsway turns his attention back to the room:

                              HARMSWAY
                 Let's proceed with new business.

      Harmsway presses another button. The room darkens. The CENTER OF
      THE TABLE OPENS, and a 3-D MAP OF MALAYSIA rises into view.

                              HARMSWAY
                 Gentlemen: In exactly 36 hours, we
                 are going to initiate phase one of
                 the word's most perfect crime: The
                 biggest theft in the history of mankind.
                       (beat, pointing with a laser)
                 Right here. In the Strait of Malacca.

      EXT. LIMOUSINE - MANOR HOUSE - DAY

      Stamper holds the back door open for Number Three. He gets in.

      INT. LIMOUSINE -

      He seems relieved, until the doors lock, ominously. They drive off.

      EXT. SCOTTISH HIGHLAND ROADWAY - (INT./EXT. LIMOUSINE - MOVING) DAY

      Number Three fidgets in the back... And notices Stamper smiling at
      him in the REARVIEW MIRROR. He sees Stamper reach INTO HIS JACKET -
      and PANICS! Is he going to get shot? Is it over? He winces, as -

      STAMPER'S HAND SUDDENLY THRUSTS BACKWARD THROUGH THE PARTITION.

                              STAMPER
                 Gum?

      Shaking his head, he pulls out a HANDKERCHIEF to mop the flop sweat.

      RETURN ON THE MANOR HOUSE - FAVORING THE HNN HELICOPTER -

      Amidst ad-libbed 'good-bye's" from the gang of six (now five,)
      Harmsway gets in the waiting HNN chopper. It powers up, takes off.

      EXT. SMALL AIRPORT - SCOTLAND -

      Stamper's limousine parks near a Gulfstream jet. He opens the back
      door for Number Three. At last, the man believes he is safe.

                              NUMBER THREE
                 Thank you! Thank you so much. You
                 must thank Sir Elliot for me.

                              STAMPER
                       (producing a NEWSPAPER)
                 Here. Something to read on the plane.

      Stamper TUCKS THE PAPER FIRMLY UNDER #3'S ARM - and gives him a
      friendly pat on the back, sending him up the stairs.

      At the doorway, Number Three looks back. Stamper smiles, waving:

                              STAMPER
                 Bye-bye.

      INT. GULFSTREAM JET - DAY

      Number Three settles into his seat. The door closes; the engines
      wind up for take-off. He sighs: He's safe. He casually picks up the
      newspaper, snaps open the front page:

      INSERT FRONT PAGE OF HARMSWAY'S "TOMORROW' NEWSPAPER:

      Screaming headline: ISRAELI AGENT REVEALED. There's a FULL COLOR
      PHOTO OF NUMBER THREE underneath.

      Number Three lowers the paper, white as a ghost, and -

      TWO ARABIAN GENTLEMEN (in full burnoose) sit down on either side of
      him. They smile. And on NUMBER THREE'S BLOOD-CURDLING SCREAM, we

                                                                   CUT TO:

      THE H.M.S. INDOMITABLE -

      Moving through FOG in the STRAIT OF MALACCA, night.

      INT. BRIDGE - NIGHT

      The room is bathed in blue light as the crew monitors the Indomita-
      ble's command and control systems.

      At the VERTICAL GLASS MAP, the ship's course has been charted from
      Hong Kong, south, down around Singapore, then north, where the YELLOW
      BLINKING dot indicates it's currently in the Strait of Malacca.

      Standing in front of the map, however, THE NAVIGATION OFFICER seems
      perplexed. He's comparing what's on the screen to a piece of paper
      in his hand. Something is wrong.

                              NAVIGATION OFFICER
                 ... This doesn't make sense. What's
                 our heading now?

      THE HELMSMAN looks down at his compass/auto-pilot.

      INSERT COMPASS/AUTO-PILOT - moving from West to North - then holding
      on a North position.

                              HELMSMAN
                 Zero one three. Due north.

      The two officers share a look. Something is odd, but -

                              HELMSMAN
                 We're on course again.

      Just then, the FIRST OFFICER ENTERS from the exterior bridge.

                              FIRST OFFICER
                 Can't see a damn thing in this fog.
                       (calling out)
                 Rating: What have we got?

      He joins the RATING and COMMUNICATION'S OFFICERS at their scopes.

                              RATING
                 A passenger ferry and two freighters
                 broadcasting on low-band -

                              COMMUNICATIONS
                 And two small fishing boats about 30k
                 north. No radar, but we've
                 identified their engine signatures.

      As the First Officer takes this in:

                              HELMSMAN (O.S.)
                 Damn. It's doing it again.

                              FIRST OFFICER
                       (joining him)
                 What's wrong?

                              HELMSMAN
                 About every ninety seconds, the auto-
                 pilot jogs us to the west.

      He points down to the compass/auto-pilot, SWINGING WEST...

                              HELMSMAN
                 Then re-sets us to the north.

      The compass reaches dead west - then starts to swing back NORTH.

                              HELMSMAN (cont'd)
                 The Captain wants us on the East side
                 of the channel. ...Cross current?

                              FIRST OFFICER
                 Not in the Strait.
                       (to the Navigator)
                 How's our position?

                              NAVIGATING OFFICER
                 According to the satellite, we're
                 exactly on course.

                              FIRST OFFICER
                 Did you check the auto-pilot?

                              HELMSMAN
                 The back-up does the same thing.

                              FIRST OFFICER
                 Check it again. What about the global
                 positioning satellite? Could there be
                 something wrong with the signal?

                              GPS OFFICER
                 Two words: Im-possible.

      EXT. SPACE -

      As the earth turns below, a TINY SILVER DOT appears in the distance:
      A COMMUNICATIONS SATELLITE, spinning slowly on its axis.

      It comes closer and closer to camera, until it FILLS THE SCREEN, and
      the LOGO on its body ROTATES INTO VIEW:

      HNN. THE HARMSWAY NEWS NETWORK.

      RETURN ON BRIDGE - INT. H.M.S. INDOMITABLE - NIGHT

      THE HELMSMAN finishes fiddling with the auto-pilot.

                              FIRST OFFICER
                 How is it now?

                              HELMSMAN
                 Seems to be back to normal, sir.

      The First Officer nods... Then HEARS a SHRILL WARNING BEEP.

                              SONAR OPERATOR
                 I have something off the port bow!

      The First Officer rushes to join him at the screen.

                              SONAR OPERATOR (cont'd)
                 100 meters out, just below the surface.
                       (adjusts the controls)
                 A meter in diameter; ten - twelve
                 meters long. ...Floating vertically?

                              FIRST OFFICER
                 A dead head.
                       (off the others' quizzical looks)
                 Water logged timber. Floats straight
                 up. You sometimes see them on the east
                 side of the channel - from the logging
                 camps on Sumatra - but they don't
                 usually float this far west.
                       (calling out)
                 Muncy! Engines to half!

                              HELMSMAN
                 Aye-aye sir. Engines to half.

                              FIRST OFFICER
                       (explaining)
                 Chew up a log like that in the
                 propeller, you end up with enough paperwork
                 to go from here to London. Twice.

      EXT. UNDERWATER - NIGHT

      The ship is moving towards a DARK VERTICAL SHAPE - Harmsway's SEA-BED
      CORE BORING DRILL (shorthand "THE WORM',) attached to a long flexible
      dredging pipe.

      CLOSER - THE HEAD OF THE WORM -

      Motionless, hanging in the water. Then the monster awakes: A metal
      sphere retracts, revealing a wide angle CAMERA LENS.

      INT. BRIDGE - NIGHT

      The Communications Officer reacts to his monitor with ALARM:

      COMMUNICATIONS OFFICER
      I'm getting an electrical emission,
      sir! Extremely close. Bearing 240 -

      The First Officer is surprised. All hell is about to break loose:       -

                              FIRST OFFICER
                 Punch up the radar -

                              RADAR OPERATOR
                 I've got it, sir. A large craft -
                 XX,OOO tons. Range -
                       (disbelief)
                 200 yards? It's anchored in a cove!

                              FIRST OFFICER
                 That's impossible! We're in the
                 middle of the channel!

      A Junior officer bursts in from the exterior bridge:

                              JUNIOR OFFICER
                 Breakers off the port bow! We're
                 heading for shore!

                              SONAR OFFICER
                 Sir -

                              FIRST OFFICER
                       (reacting to the Jr. Officer)
                 Full stop!!! Call the captain!

                              SONAR OFFICER
                 Sir!

                              FIRST OFFICER
                       (annoyed)
                 What?!?!

                              SONAR OPERATOR
                 The log is moving!

      EXT. UNDERWATER - NIGHT

      Propelled by water-jets in its head, THE WORM STREAKS TOWARD THE
      INDOMITABLE, emitting a HIGH PITCHED whine as its drill bit revs up
      to speed. The drill's BLACK TEETH glisten in the water.

      THE WORM'S POV - (UNDERWATER, NIGHT)

      Closing in on the hull like a torpedo. It gets closer, picking up
      speed, until - on IMPACT -

      INT. ENGINE ROOM -

      A TORRENT OF WATER engulfs the Engineer and Crewmen when The Worm
      bursts/drills through the hull. As they scream, drowning -

      A CREWMAN ON THE GANTRY scrambles up, one step ahead of the water,
      through a bulkhead, into -

      GENERATOR ROOM - (CONTINUOUS)

      Where the CREWMAN and TWO OPERATORS struggle to CLOSE THE DOOR
      AGAINST THE WATER.

                              SENIOR OPERATOR
                       (on the intercom)
                 We've been hit! We're taking water!

      THE BRIDGE -

      Alarms sound! Red lights flash!

                              DAMAGE CONTROL
                 Flooding in the engine room!

                              FIRST OFFICER
                 Get me damage reports! Start the pumps!

                              SECOND OFFICER
                       (holding out a ship's phone)

                 It's the Captain -

      PASSAGEWAY #1 -

      On a phone, outside the ship's GYM, deep in the hull:

                              THE CAPTAIN
                 What the hell is going on?!?

                              FIRST OFFICER
                       (intercut if necessary)
                 I think we've been holed, sir!

                              THE CAPTAIN
                 On my way!

      He speeds along the passageway, going through a water-tight door,
      slamming it behind him. Meanwhile, on -

      THE BRIDGE -

                              HELMSMAN
                 The engines are gone!

                              DAMAGE CONTROL
                 Flooding on D deck!

                              FIRST OFFICER
                 Sound the general alarm! Seal all
                 compartments!

      As the Second Officer grabs the intercom -

                              SECOND OFFICER (into intercom)
                 Attention all hands -

      CREW'S MESS -

      The crew members look up from their meals -

                              SECOND OFFICER (continuing)
                 Proceed to emergency stations -

      GENERATOR ROOM -

      The men have closed the door, but... HEAR A HIGH-PITCHED WHINING,
      GRINDING SOUND from the other side. They exchange a quizzical look;
      they don't know what to make of it, when:

      BANG! The door explodes inward - and a high-pressured stream of
      water blasts in, blowing them back against the walls.

      BRIDGE -

      The lights go out! Everyone is scrambling:

                              SYSTEMS OFFICER
                 We've lost power!

                              FIRST OFFICER
                 Go to back up generators!

                              SECOND OFFICER (into intercom)
                 Repeat: Seal all compartments, and -

      CREW'S MESS -

      In the dim lighting -

                              SECOND OFFICER (on intercom)
                 Proceed to emergency stations at once!

      The men start to move, but halt at A HUMMING SOUND. They look
      around: Where is it coming from?

      Suddenly a THREE FOOT SECTION OF THE DECK EXPLODES IN A FOUNTAIN OF
      WATER. The men are swept off their feet.

      PASSAGEWAY/GANTRY #2 -

      As the Captain rushes up the steps, he turns around, reacting to a
      GRINDING NOISE -

      CAPTAIN'S POV - THE CLOSED WATER-TIGHT DOOR -

      BOOM! Water blasts through, like 1000 fire hydrants turned on full.

      With terror in his eyes, THE CAPTAIN sprints up the rest of the
      stairs, through a water-tight door, into:

      PASSAGEWAY #3 -

      Where the Captain secures the door behind him, and rushes away.

      THE BRIDGE -

      A desperate battle continues:

                              DAMAGE CONTROL
                 Flooding on C-Deck!

                              FIRST OFFICER
                 Where the hell are those generators?

                              SYSTEMS ENGINEER
                 Coming up, sir!

                              FIRST OFFICER
                 Get those pumps working!

      BATTERY ROOM -

      A CREWMAN hurriedly flips switches. The lights flicker... And just
      as they some to life, brightly -

      THE DOOR BURSTS OPEN, and a wall of water and debris blows in,
      destroying everything in its wake.

      THE BRIDGE -

      Lights out! A sense of helplessness is beginning to fill the room:

                              SYSTEMS CONTROL
                 The back-up is gone!

                              DAMAGE OFFICER
                 Flooding up to B-Deck!

                              HELMSMAN
                 We can't hold out much longer, sir!

      All eyes are on the First Officer. Will he save them?

                              FIRST OFFICER
                 Where the hell is the Captain?!?!

      THE CAPTAIN (PASSAGEWAY #3) -

      Running, the Captain is about to reach the exit door. Hearing the
      relentless grinding behind him, he throws a look over his shoulder:

      BAM! The entrance door EXPLODES in a thunderball of water.

      The Captain clambers through the exit door to:

      PASSAGEWAY #4 -

      A short hall: He shuts the entrance door, runs to the exit. He
      looks hack again:

      BAM! The door blasts open - and the torrent of water continues the
      chase, as if it's got a personal vendetta against him. He exits to:

      PASSAGEWAY #5 -

      Slamming the door behind him, the Captain looks ahead, and up:

      STAIRS. AN OPEN DOOR AT THE TOP.

      He throws a look back:

      THE ENTRANCE DOOR IS BEGINNING TO HUM AND VIBRATE.

      Sprinting for his life, the Captain rushes up the stairs, two at a
      time. The humming behind him grows louder. He glances back:

      THE DOOR BLASTS OPEN. WATER SHOOTS IN.

      He rushes up the last four steps, just as -

      CA-CHUNK! THE EXIT DOOR SLAMS CLOSED IN FRONT OF HIM!

      With PANIC IN HIS EYES, the Captain turns to face the oncoming
      tsunami! We cut to:

      THE WORM'S POV - (UNDERWATER, INT. PASSAGEWAY #5)

      Moving like a shark... Toward THE CAPTAIN'S LEGS, DEAD AHEAD IN THE
      WATER. As it closes in for the kill -

      THE BRIDGE -

      Shifts, suddenly, to the stern. A confusion of anxious voices:

                              HELMSMAN
                 Slipping to stern!

                              DAMAGE OFFICER
                 All major compartments flooded!

      With all hands still awaiting orders -

      THE ROOM LURCHES AS THE BOW RISES! Papers fly! Men slide! The
      First Officer has no choice:

                              FIRST OFFICER
                 Abandon ship! Break radio silence!
                 Send our position!

      INSERT - COMPUTER SCREEN -

      The Communications Officer types: "Top Secret. Indian Ocean Naval
      Command. H.M.S. Indomitable Sinking."

                              COMMUNICATIONS OFFICER
                       (calling out)
                 What's our position?

                              GPS OFFICER
                       (reading off his screen)
                 One hundred degrees, thirty-one
                 minutes, and seven seconds East, by
                 two degrees, twenty-nine minutes, ten
                 seconds, North.

      As he types, the room lurches again, tilting more to the stern.

      THE CAPTAIN - (STAIRCASE, PASSAGEWAY #5)

      As the passageway shifts, tilting to the stern, the Captain screams
      and WHOOSH! - is sucked down into the water - the worm's vortex -
      like meat being fed into a Cuisinart: A churning, spinning death.

      EXT. THE H.M.S. INDOMITABLE - FOG - NIGHT

      Bow rises completely out of the water as the stern goes under.

      EXT. DECK -

      TWO CREWMAN manage to get a LIFEBOAT away. TWO OTHERS scramble up
      from below and leap into the water.

      WIDER

      The bow is at a forty-five degree angle... And the H.M.S.
      Indomitable pauses - for just a moment - before SLIPPING UNDER, STERN
      FIRST, throwing up a series of great waves.

      EXT. LIFEBOAT -

      Rocked by waves from the sinking ship. The Cook, a Marine, and Three
      Crewmen hear a splash along side. Two of the Crew pull the SONAR
      OFFICER aboard. He takes a minute to catch his breath, then:

                              SONA