"Antz", unknown draft



   









                             A N T Z











     CHARACTERS                                            VOICES

     "Z"...............................................WOODY ALLEN
     "WASP #1".........................................DAN AYKROYD
     "WASP #2".........................................JANE CURTIN
     "GEN. FORMICA"...................................DANNY GLOVER
     "MANDIBLE".......................................GENE HACKMAN
     "AZTECA".......................................JENNIFER LOPEZ
     "DRUNK SCOUT"....................................JOHN MAHONEY
     "WEAVER"...................................SYLVESTER STALLONE
     "PRINCESS BALA"..................................SHARON STONE
     "QUEEN"..........................................MERYL STREEP
     "CARPENTER"................................CHRISTOPHER WALKEN








                         Z (O.S.)
                      (over a dark screen)
               All my life, I've lived and worked in
               the big city...

     We see:

     EXT. AN ANT MOUND - DAY

     The camera swoops towards the entrance, then dives inside,
     past a couple of tough-looking soldier ants who stand at the
     gates of the ant colony like insect bouncers...into an access
     tunnel that snakes this way and that, past a row of ants
     plodding along...

     ...and into the MAIN CHAMBER of the colony, a huge, teeming
     vista that seems to stretch away forever, filled with ants
     rushing here and there on their business.  We see -- a
     "traffic cop" directing foot traffic, waving his arms like
     crazy so both sides move at once -- a column of soldier ants
     marching along in formation -- a chain of ants letting down
     a matchbox elevator filled with workers.

                         Z (V.O.)
               ...which is kind of a problem, since
               I've always felt uncomfortably in
               crowds.

     INT. MOTIVATIONAL COUNSELLOR'S OFFICE - DAY

     We join Z, a worker ant with issues.  He's lying on a couch,
     recounting his woes.

                         Z
               I feel...isolated.  Different.  I've
               got abandonment issues.  My father
               flew away when I was just a larva.
               My mother didn't have much time for
               me...when you have five million
               siblings, it's difficult to get
               attention.
                      (pause)
               I feel physically inadequate -- I've
               never been able to lift more than ten
               times my own weight.  Sometimes I
               think I'm just not cut out to be a
               worker.  But I don't have any other
               options.  I was assigned to trade
               school when I was just a grub.  The
               whole system just...makes me
               feel...insignificant.

                         MOTIVATIONAL COUNSELLOR
                      (enthusiastic)
               Terrific!  You should feel
               insignificant!

     For the first time, we see the ant MOTIVATIONAL COUNSELLOR.
     He's a mixture of Tony Robbins and Ron Popiel (the
     hyperactive late-night TV huckster, and founder of "Ronco").

                         Z
               ...I should?

                         MOTIVATIONAL COUNSELLOR
                      (hopping around
                       enthusiastically)
               YES!!!  You know, people ask me,
               "Doctor, why are you always happy?"
               And I tell them it's mind over
               matter.  I don't mind that I don't
               matter!  Do you get it?  Do you get
               it?

     Z gives a fake smile.

                         MOTIVATIONAL COUNSELLOR
                      (incredibly "up")
               Z, we're part of the fastest growing
               species in the whole world!

     The counsellor rolls down a chart from the wall.  An arrow
     shows ant population going up, up, up.

                         MOTIVATIONAL COUNSELLOR
               Ask me why we're so successful.

                         Z
               Why are we so successful?

                         MOTIVATIONAL COUNSELLOR
               I'm glad you asked me that question!

     The motivational counsellor opens some blinds...and we see a
     vista of the ant-filled chamber below.

                         MOTIVATIONAL COUNSELLOR
               What do you see out there?

                         Z
               ...Ants...

                         MOTIVATIONAL COUNSELLOR
               Right!  Ants!  Millions of creatures,
               each with his assigned task, all
               pulling together!

     Down below, we see a group of ants carrying a boulder up an
     incline.  One worker ants slips, and the boulder rolls down,
     crushing his leg.  The other ants rush over -- it looks like
     they're going to help their fallen comrade, but instead, they
     climb right over him, and pick up the boulder, continuing
     with their task.

                         MOTIVATIONAL COUNSELLOR
               You see?  Being an ant is being able
               to say, "Hey -- I'm meaningless,
               you're meaningless."

                         Z
               But -- but I've always felt life was
               about finding meaning...and then
               sharing it with someone special,
               someone you love.

     The motivational counsellor puts his arm on Z's shoulder...he
     seems to understand...

                         MOTIVATIONAL COUNSELLOR
               Z...you need help.
                      (looking at a clock)
               Whoops!  We're gonna have to stop
               there.  Your minute is up!

     The counsellor ushers Z out of his seat and towards the door.

                         MOTIVATIONAL COUNSELLOR
               Now back to work!  We've made real
               progress!  Remember -- let's be
               best superorganism we can be!

     INT. EARLY MEGA-TUNNEL - DAY

     A gigantic tunnel, with the size and scale of the "Chunnel".
     A banner strung overhead reads: "The Mega-Tunnel -- Tunneling
     Our Way to a Bright Future!"  Along the walls hang 50's work-
     incentive style posters with messages like, "You asked for
     it, you got it -- more work!" and "TWO MEALS A WEEK IS
     ENOUGH!!!"  Line after line of ants is working on the tunnel,
     digging, passing clumps of dirt from ant to ant, everyone
     synchronized.

     CLOSE on a clump of DIRT being passed from hand to hand.
     PULL OUT TO REVEAL

     AZTECA, a feisty, cynical, female worker ant, who stands
     there, waiting to pass the dirt on.  Z is daydreaming behind
     her, with clumps of dirt starting to pile up in front of him.

                         AZTECA
               Hello?!  Earth to Z!  You better snap
               out of it, or there's gonna be a lot
               of pissed off ants!

     Z looks back, and sees the ants behind staring at him angrily.

                         Z
                      (snapping out of it)
               Sorry Azteca.  Here you go, fellas!
               Fresh dirt!  Alley oop!
                      (looking at the dirt)
               Shouldn't we be wearing gloves?  I
               mean this dirt is very...dirty.
               Doesn't anyone think of hygiene?
                      (Z's stomach growls)
               Boy am I hungry.  I'm so hungry I'm
               seeing double.  It looks like there's
               two million ants in here.  When's
               lunch?  Tomorrow, or the day after?

                         AZTECA
                      (sweetly)
               Z, old pal...
                      (shouts)
               SHUT UP!!!  It's bad enough there's
               a food shortage without you
               complaining about it every day.

                         Z
               The squeaky wheel gets the oil.

                         AZTECA
               No, Z.  The squeaky wheel gets thrown
               away, alright?  You're a good ant, Z,
               even though you are a pain in my rear-
               segment.  I don't wanna see
               anything happen to you.  So quit
               mouthing off, before you get in
               trouble.

     A WHISTLE BLOWS.

                         Z
               Thank goodness.  Breaktime.

     All the ants put down their tools.  A beat.  Then the WHISTLE
     BLOWS AGAIN.  All the ants pick up their tools again.

                         AZTECA
                      (resigned)
               Break's over.

                         Z
                      (getting back to work)
               This colony needs another tunnel like
               a hole in the ground.  Why are we
               even digging this thing?

                         AZTECA
               Who cares, Z.  All I know is, we
               gotta dig.  We're not the ones in
               charge.

     INT. TOWN CENTER - DAY

     The huge, spacious main chamber of the colony.  Looming over
     the scene is the royal palace, which seems to be
     inaccessible, perched on top of a hill-like pedestal.

     Around the base of the pedestal, a crew of workers loiters,
     seemingly aimlessly...can these be the only unemployed ants
     in the place?

                         GENERAL FORMICA
               STAIRS!

     The workers look up and GROAN.  Then they start forming a
     stairway with their own bodies, linking arms, stepping on
     each other's shoulders.  It's extremely unpleasant work.  One
     ant is a little tardy, and just manages to get in place
     before...

     GENERAL FORMICA, the Pattonesque military leader of the
     colony, STEPS ON HIS HEAD, using it as the first step as he
     ascends to the palace, his aide-de-camp Carpenter in tow.  As
     Formica mounts the "stairs"  we can hear the workers going,
     "OUCH!  OOF!  YIKES!" etc.

                         GENERAL FORMICA
               Cut the chit-chat down there!
                      (turning to Carpenter)
               We've spoiled these workers,
               Carpenter.  They've never had it so
               good, and listen to them -- always
               grumbling and complaining...

     Formica steps on the foot of one of the "stairway" ants, who
     muffles a yelp.

                         CARPENTER
               ...Yes, sir.

                         GENERAL FORMICA
               What have they got to complain about?
               Three square meals a day...

                         CARPENTER
               Actually, sir, we've cut them down to
               three roughly rectangular meals a
               week.

                         FORMICA
               Don't give me statistics, Carpenter.
               I know what I'm talking about.  DOORS!

     Formica and Carpenter have reached the top of the staircase.
     There, the two guard ants on either side of the massive
     throne room doors pull them open -- and one door hinge
     SQUEAKS.

                         FORMICA
                      (to guard ant, while
                       passing)
               Oil that, soldier.

     INT. THRONE ROOM - DAY

     The QUEEN is on her throne, her huge abdomen sprawled behind
     her.

                         QUEEN
               Ah!  General Formica.

     Formica salutes and marches to her, Carpenter behind him.

     Note:  Throughout this scene, the Queen is giving birth
     repeatedly.  Each birth is accompanied by a herald playing a
     short "Happy Birthday" fanfare on his trumpet.  Mid-wife ants
     bring each baby to the Queen for inspection, who COOS a few
     words.  The midwives put the babies on a moving bassinet-
     line, powered by ants on a treadmill.

                         QUEEN
               General, the severe food shortage
               that faces the colony...pains me.
               The thought of any of my children
               going hungry...
                      (she shudders; then,
                       to baby)
               Who's the cutest widdle worker?  You
               are!  Yes, you!  Don't forget to
               brush your teeth!
                      (to mid-wife)
               Ship 'er out.
                      (back to Formica)
               What steps are you taking to remedy
               the situation?

                         FORMICA
               We are launching a major offensive to
               expand our foraging territory...

                         QUEEN
               Yes, what else?

                         FORMICA
               Please don't worry, your majesty.
               Leave the worrying to me.  As you
               know, I'm not an ant of half-
               measures.  I don't pussyfoot around.
               This crisis is my number one
               priority, and I promise you it's
               being dealt with swiftly, and
               decisively.

     The Queen's attention is interrupted by another baby being
     put in her arms.

                         QUEEN
                      (to baby)
               No snacking between meals!  Off you
               go!
                      (to Formica)
               Now -- what were we saying?

                         FORMICA
                      (Oliver North-style)
               I do not recollect, your majesty.
               Will that be all?

                         QUEEN
               Yes, General Formica.  Carry on, my
               good man!  I don't know what we would
               do without you.

     Formica clicks his heels and bows his head.  Carpenter bows
     low.  Formica smartly about faces --

                         BALA (O.S.)
               General Formica!

     PRINCESS BALA hurries through a second doorway, carrying a
     swatch book.  Something about her sets her apart from the
     HANDMAIDEN ANTS with her.  Her tiara, probably.

     Formica tilts his head quizzically to Carpenter behind him.

                         CARPENTER
                      (sotto)
               Princess Bala, sir.  Your fiancee.

                         FORMICA
               Princess!  You look -- outstanding.
               Is there anything I can do for you?

                         BALA
               Well -- I thought -- since we're
               getting married...it might be nice if
               we...got to know one another.

     Formica looks confused.

                         QUEEN
               Bala has always been a hopeless
               romantic, General.

                         BALA
               It's just that -- well, I'm honored
               that you selected me, and everything,
               I just thought the marriage might go
               a little more smoothly if -- we had
               a conversation?

                         FORMICA
                      (uncomfortable)
               Conversation...yes...well...
                      (to Carpenter)
               Wasn't she briefed?

                         QUEEN
                      (holding up a baby)
               Look, General!  A darling baby
               soldier!
                      (emotionally, to baby)
               Don't try to be a hero!  Just make
               sure you come back in one piece!
                      (handing it off)
               Next!

                         FORMICA
                      (using the
                       interruption)
               I'll take your suggestion under
               advisement, Princess.  In the
               meanwhile --

     Formica turns to go.

                         BALA
               General -- we have to talk sometime!

                         FORMICA
               Very well.  Carpenter, is there a
               convenient time to talk vis-a-vis:
               relationship?

                         CARPENTER
               Actually, sir, we're ahead of
               schedule.  We have thirty-six seconds
               available right now.

                         FORMICA
               Outstanding.  Princess...?

     Bala's a little fazed...but grabs her chance.

                         BALA
               So, um...how was your day?  What did
               you do?

                         FORMICA
                      (scouring his mind)
               Well...
                      (that's it!)
               I declared war!

                         BALA
                      (sadly)
               Oh...and I was afraid we had nothing
               in common...

                         CARPENTER
                      (under his breath)
               Fourteen-fifty hours, sir.

                         FORMICA
               Duty calls!

     He strides across the floor.  Bala watches him go, her
     antennae drooping unhappily.

                         FORMICA
               No squeak.  Outstanding!

     We see through the now-open doors into the throne-room as
     Formica and Carpenter double-time out of the frame.

     The Queen sees that Bala is unhappy.

                         QUEEN
                      (sympathetically)
               I felt the same way before I got
               married.  Confused.  Scared.

                         BALA
                      (hopefully)
               You did?

                         QUEEN
               Yes -- but I did my duty and sorted
               out all those messy feelings.  The
               wonderful thing about ant life is
               that everything is arranged.  Even
               marriage.  You're lucky -- General
               Formica is a paragon of anthood.

                         BALA
                      (unconvinced)
               Yes...he's wonderful...

     The doors swing shut on them -- revealing the two guard ants
     who were CRUSHED in the wake of Formica's exit.

     INT. BALA'S QUARTERS - DAY

     Bala enters, followed by her handmaidens, who are in a state
     of giggling infatuation over Formica.  Bala is scowling as
     she leafs through a wedding catalogue.

                         HANDMAIDEN #1
                      (swooning over
                       General Formica)
               The General's body segments are
               so...symmetrical.

                         HANDMAIDEN #2
                      (giggling)
               I'd let him order me into battle
               anyday.

     Bala hurls the swatch book against the wall.

                         HANDMAIDEN #1
               Princess?  What's wrong?

                         BALA
               Wrong?  How could anything be wrong?
               I'm going to marry General Formica
               and be a queen and have millions of
               babies, just like my mom.
                      (concerned)
               Do I look fat to you?

                         HANDMAIDEN #2
                      (knowingly, to
                       Handmaiden #2)
               Pre-wedding jitters.

                         HANDMAIDEN #1
               You just need to blow off some steam.
               Let's go to the bar at the Royal Club!

                         BALA
               The Club's so stuffy.  I want to try
               someplace different.

                         HANDMAIDEN #2
               There isn't anyplace else --
                      (making a joke)
               Except the worker bar.

                         BALA
               The worker bar!  Yes!  That's where
               I want to go!

     The handmaidens look shocked.

                         HANDMAIDEN #1
               But -- we can't -- there'll be
               workers there.

     INT. ANT BAR - NIGHT

     A long bar filled with ants.  The bar itself seems to stretch
     for miles, and there are hundreds of ants trying to get a
     drink...unfortunately, there's only one bartender.  Z is at
     the bar with WEAVER, a burly ant soldier.

                         Z
               We declared war again?
                      (off Weaver's nod)
               Are you scared?

                         WEAVER
                      (shrugs)
               I'll be back.

     The BARTENDER, a grizzled veteran, slaps down what looks like
     a couple of large green beer mugs.  Actually, they're aphids,
     little green critters he fills up from a number of kegs
     hanging from the ceiling.  The kegs are specialized ants with
     hugely distended stomachs, which spray liquid into the aphids.

                         APHIDS
                      (as they're slapped
                       on bar)
               Ouch!  Ouch!

                         BARTENDER
               Two aphid beers.

                         Z
                      (as Bartender leaves)
               Did you see that?  How he gave you
               the beers, not me?  I'm telling you,
               he's got something against workers.

                         WEAVER
               I don't know what you're talking
               about, Z.

                         Z
               Come on -- everybody dumps on us
               workers.  You soldiers get all the
               glory.  Plus you get to go out into
               the world, meet interesting insects,
               and kill them.

                         WEAVER
               Yeah, but you get to spend all day
               with those fabulous worker babes.

     We can see that Weaver is eyeing a nearby table of "Worker
     Babes", including Z's friend Azteca.

                         Z
               Weaver, they're career girls.
               They're obsessed with digging.
                      (sighs)
               No, I'll probably never meet the girl
               for me.

                         WEAVER
               Who said there was a girl for you?
               I was talking about a girl for me.
                      (quaffing his aphid
                       beer)
               Don't you want your aphid beer?

                         Z
               I can't help it.  I have a thing
               about drinking from the anus of
               another creature.  Call me crazy.

                         WEAVER
               Z, we've known each other a long
               time, right?

                         Z
               Of course.  You were born two seconds
               after me.

                         WEAVER
               And all the time I've known you,
               you've been grumping and groaning.
               You should quit making waves.  Go
               with the flow.

                         Z
               Weaver, I'm an insect, not a liquid.

     Down the bar, there's a commotion.  A grizzled old SCOUT ant
     has had too much to drink.

                         DRUNK SCOUT
               Have you been to Insectopia?  Have
               you?  No, ya goddam larvas!  But I
               have...
                      (becoming emotional)
               ...Mosquitos n' caterpillars n'
               beetles -- all livin' in peace,
               stuffin their guts with food...No
               rules, no regulations...you can be
               your own ant there...
                      (howling drunkenly)
               It's Insectopia!  Insectopia!

                         Z
               Hey, Weaver, listen!

                         DRUNK SCOUT
               I was cut off from my unit -- found
               it by mistake --
                      (slurring)
               It changed my life!
                      (spraying another
                       soldier with saliva)
               You see -- ya follow the great yellow
               egg, and you come to the land of red
               and white --

                         SOLDIERS
               You've had enough for one night!
               Come on, Gramps, before you get in
               trouble.

     The soldiers pull him from the bar, carrying him out.

                         Z
                      (excited)
               Hey, did you hear what he said?!

                         WEAVER
               Poor guy's had one too many scouting
               missions.

     MUSIC STARTS UP.

     INT. ANT BAR ENTRANCE - NIGHT

     Princess Bala is peering in at the entrance to the ant bar,
     accompanied by her worried-looking handmaidens.

                         HANDMAIDEN #2
               We shouldn't be doing this -- it
               isn't proper!

                         BALA
               I'm the Princess, aren't I?

                         HANDMAIDEN #2
               Of course --

                         BALA
               And do Princesses do improper things?

                         HANDMAIDEN #2
               Of course not --

                         BALA
               Then if I go to the worker bar, it
               isn't improper.  Anyway, don't worry.
               No one will recognize us in our
               disguises.

     She adjusts her "disguise", a hardhat, tied down Jackie O.-
     style with an ant's version of a Chanel scarf.

                         BALA
               I'm just a common worker, cooling off
               after a rough day!

     Music starts.  An ant BARKER takes the mic at one end of the
     dance floor.

                         BARKER
                      (on loudspeaker)
               Okay, folks.  It's six-fifteen, and
               that means it's time to dance.

     Every ant gets up to dance.  Weaver turns to Z.

                         WEAVER
                      (draining his beer)
               Time to cut a rug, Z!

                         Z
               I'm not in the mood.
                      (disgusted)
               Even when they're off work, they
               follow orders.

                         WEAVER
               Well, you just sit here and be a
               party-pooper.

     Weaver joins the rest of the ants who are lining up for the
     dance.  The Barker calls out the steps in a bored monotone --
     all the ants already know the steps.  Everyone dances in
     perfect synch.

                         BARKER
                      (southern twang)
               And a left-right-quarterstep-back
               step-halfstep -- a left-right-
               quarterstep-backstep-halfstep --
               a left-right-quarterstep-backstep
               halfstep --

     AT THE ENTRANCE, Bala smiles mischievously at her handmaidens.

                         BALA
               I'm going to ask one of these
               mindless, primitive worker-types to
               dance with me!

                         HANDMAIDEN #1
               But General Formica would be furious!

                         BALA
                      (enjoying the idea)
               I know.

     The handmaidens are appalled.  Bala whirls away from them,
     sets her sights and searches the crowd -- zeroing in on --

     Z, who's watching the other ants dance.

                         Z
               What a bunch of losers.  Mindless
               zombies capitulating to an oppressive
               system --

                         BALA
               Wanna dance?

     Bala's standing right there.  Z is instantly smitten.

                         Z
               Me?!  Yes!!!  I mean --
                      (regaining suavosity)
               Just let me finish my beer.

     Not breaking eye contact with Bala, Z smiles suavely.
     Reaches suavely for a beer.  Suavely grabs the candle in a
     glass jar off the bar.  Suavely singes his face.

     He plays it off with a rakish little laugh.  A bit
     apprehensive, Bala heads onto the floor.  Z follows her.

                         Z
               So uh -- how come I haven't seen you
               around here before?

                         BALA
                      (covering up)
               I work in the palace, I don't get out
               much.

                         Z
               The palace, hunh?  I bet those royals
               really live it up.  Of course they're
               all a little, you know, from
               inbreeding --

                         BALA
                      (shocked)
               What?

     Z and Bala step onto the dance floor with the rest of the
     ants, but Z can't do any of the steps.

                         Z
               Now, let's see, I -- it's been a
               while since I -- I think you --

     Bala watches Z, trying to follow along.  It's the blind
     leading the blind, as Z tries in vain to follow the barker's
     rapid instructions.

                         Z
               Here, I'll lead.

     Z starts doing his own, individual dance.  With a suave
     expression on his face, he leads Bala in a helter-skelter
     mixture-of Tango, Charleston, and hand-jive.

                         BALA
               Are you sure this is a real dance?

                         Z
               Well, actually, uh -- I'm sort of
               making it up --

                         BALA
                      (surprised)
               Really?

                         Z
               Why should everyone dance the same
               way?  It's as exciting as watching
               fungus grow.

                         BALA
               You're right!

                         Z
                      (surprised)
               You -- you think I'm right?

                         BALA
               Why can't I just do whatever I want
               to do?  Why can't I just go wild?!
               Yahoo!

     Bala starts to get into it, making up her own steps in reply
     to Z's, loosening up, having fun.  For a moment, the two of
     them are actually sexy together.  Then they get a little too
     wild -- and the other ants, who are still doing their
     intricate dance, start to collide with Bala and Z.  Z almost
     knocks over a big soldier ant.  We can only see the ant's
     back at the moment.

                         SOLDIER
               Hey!  Watch your step, worker.

     Z has turned around to see the soldier ant, MAJOR MANDIBLE,
     glaring at him.  Mandible is about twice Z's size.  He's got
     one eye missing, and half of his left antenna his been chewed
     off.

                         BALA
               You watch yours, soldier, or my
               worker friend will beat you up!

                         Z
                      (terrified)
               Oh, that's okay, I'll let him off
               this time.
                      (whispering to Bala)
               Are you crazy?  This guy's built like
               a pebble!
                      (ineptly trying to
                       placate the soldier)
               You know they do great prosthetic
               antennas nowadays --

                         BALA
               Aren't you gonna stand up for
               yourself?

     Z's caught between a rock and a hard place.  He doesn't want
     to get beaten up, but on the other hand, he doesn't want to
     lose face in front of Bala.  More soldiers have gathered
     around, looking hostile.

                         SOLDIER
               How come you don't dance like the
               rest of us?

     Z glances over at Bala.  Then, shaking with nervousness, he
     says defiantly...

                         Z
               Because -- because I'm an individual!

                         SOLDIER #2
               An individual?  Never heard of it.

                         MANDIBLE
               You look like a worker to me.

                         WEAVER
               Hey, lay off my little buddy!

     Z, meanwhile, looks far away, ecstatic, as if he's just
     realized something very important.  Unfortunately, just at
     this moment, A soldier pushes Weaver...Weaver pushes him
     back...somebody makes a dive for Z -- and before you know it,
     there's a regular bar brawl going on, with Weaver in the
     middle of it, cracking heads together, punching ants in the
     face, having a great time.  Just then, the Princess'
     handmaidens hurries over.

                         HANDMAIDEN #1
               Princess Bala!  Princess Bala!

     Z, who's scrabbling around on the floor, overhears.

                         Z
               Princess?  You're a Princess?

                         HANDMAIDEN #2
               The police are coming!

                         BALA
               Uh oh.
                      (to Z)
               Goodbye!  Gotta run!

                         Z
               Wait!  When can I see you again?

                         BALA
               Let me think.  Hmmnn...
                      (thinks)
               Never.  Bye!

     Bala rushes off with her handmaiden, just before a squad of
     whistle-blowing POLICE wade into the crowd.

                         Z
               Wait!  Princess!  Wait!

     But she's already gone, leaving Z holding her scarf.

                                              CUT TO:

     INT. DORMITORY - THE NEXT DAY

     Z is talking to Weaver, who's getting ready to go off to war.
     Nearby, columns of ant soldiers march by.

                         WEAVER
               Get real, Z!  She just dropped the
               scarf by accident!

                         Z
               Are you kidding?  There were sparks
               between us!  This scarf is a sign!

                         WEAVER
               It's a sign that you're crazy!  Do
               you know what the penalty for
               impersonating a soldier is?

                         Z
               What's gonna go wrong?!  I take your
               place for the royal inspection.  Bala
               comes strolling down the line, she
               sees me -- bingo!  Love is rekindled,
               and she takes me up to the palace for
               a little...
                      (wags his eyebrows
                       suggestively)
               tea and crumpets... and you take your
               place again, and go march around to
               your heart's content!

     Weaver looks unconvinced.

                         Z
               You have to help me.  Please, Weaver.
               Think of all the things I've done for
               you!

                         WEAVER
                      (thinks)
               I can't think of any.

                         Z
                      (pause)
               Well I'm gonna start doing things for
               you...

                         WEAVER
               Will you introduce me to some worker
               girls?

                         Z
               You bet!  They'll really go for a
               sensitive guy like you!

                         WEAVER
               Maybe I'll get lucky.
                      (Weaver thinks about
                       it)
               You know, Z, I wouldn't do this
               for anyone but you...

     Weaver hands Z has helmet.

                         WEAVER
               Wear this.

                         Z
                      (overjoyed)
               You're a real buddy.

                         WEAVER
                      (sourly)
               Yeah, I know.

                         Z
               What do I do?

                         WEAVER
               Don't tell anyone you're a worker.
               Follow that column over there.  And
               come right back after the inspection!

     Weaver points to a bunch of soldiers hurrying by in formation.

                         Z
                      (overjoyed)
               Thanks!  I owe you!

     Z skips off and joins the column, marching in time with the
     soldiers but too excited to keep from jazzing it up a little.

     INT. TOWN CENTER - NIGHT

     The ant army has gathered in a huge HALL in front of a
     reviewing stand.  We can hear the murmuring of thousands of
     soldiers -- but all we can see is a HUGE POSTER of an ant
     General pointing right at the camera.  The poster reads,
     "GENERAL FORMICA WANTS YOU -- to obey".

     Z turns to some of the soldiers near him.

                         Z
               Any of you guys know when the
               Princess will show up?  She's kind of
               a personal friend.

     The soldiers look at Z like he's nuts.

                         LOUD VOICE
               ATTEN-SHUN!

     MARTIAL MUSIC sounds, and we hear thousands of ant feet as
     they snap to attention.  Z imitates the soldiers awkwardly.

     GENERAL FORMICA struts to the middle 6f the screen, slapping
     his thigh with a swagger stick (the antenna of some
     unfortunate insect)

                         FORMICA
               First of all, let me make one thing
               clear.  Nobody ever won a battle by
               thinking for himself.  All this
               "thinking" stuff is a load of crap.
               If the almighty had wanted you boys
               to think, he wouldn't have given you
               huge mandibles and a brain so small
               you'd misplace it if it wasn't
               trapped inside your head.

     In the audience, Z starts laughing -- he thinks Formica's
     just made a joke.

                         Z
                      (slapping his thigh)
               "Trapped inside your head" -- that's
               a good one --

     Z notices nobody else is laughing.  He stops.

                         Z
               Geez -- tough room.

     From the stage, Formica is squinting at the audience, trying
     to make out who was laughing, but there are just too many
     ants.  He continues.

                         FORMICA
                      (striding back and
                       forth)
               We ants survive as a species because
               we do what we're told.  We survive
               because we work together, as one, we
               get the job done, we do whatever it
               takes to persevere!
                      (dramatic pause)
               Hell, we're not an army of
               ants...we're one giant ant, with
               giant fists, and giant jaws!

     The soldiers CHEER!  Z CHEERS along with the rest of them.

                         Z
                      (to the soldier ant
                       next to him)
               Lays it on a little thick, doesn't
               he?  If you ask me, he's one giant
               bore.

                         FORMICA
               Now I've heard a lot of scuttlebutt
               about a food shortage.  Well you boys
               are gonna be taken care of.  But in
               the meantime we're gonna eat the
               enemy for breakfast, we are gonna
               eat the enemy for lunch, and we are
               gonna eat the enemy for dinner!

                         Z
               Geez, and I forgot my toothbrush.

                         FORMICA
                      (reflective moment)
               Dammit, I'm proud to be an ant.
                      (he looks out at his
                       army)
               And I know each and every one of you
               boys will do your duty.  Dismissed.

     Z applauds and whistles as the other ants look at him in
     confusion.

                         Z
                      (clapping)
               Bravo!  Bring on the Princess!

                         COLONEL
               Stow the gab there, soldier!  Let's
               move 'em out!

     The soldiers turn to the right and start to march out past
     the reviewing stand.

     A COLONEL marches at the head of Z's column as Z looks around
     for the Princess.

                         COLONEL
               Eyes...left!

     Finally, as Z's part of the army marches past the end of the
     reviewing stand, he sees her, looking bored, standing next
     to the Queen, who is giving the royal wave.

                         Z
                      (waving)
               Princess!  Princess Bala!  Hey!  It's
               me!  Z!  I've got your scarf!

     ON THE REVIEWING STAND, Bala sees Z -- that is to say, she
     sees one of the thousands upon thousands of ants marching
     by...

                         BALA
                      (peering out)
               Who is that idiot?

                         QUEEN
               Darling, you must encourage the
               troops -- wave!

     Bala waves unenthusiastically, little more than flopping her
     hand back and forth on her wrist.

     Down below, Z takes this as a sign that Bala has seen him.

                         Z
                      (excited)
               Excuse me, guys -- That's my date.
               Well, it's been fun.  Have a great
               war!

     Z tries to squeeze his way back towards the royals, but he's
     surrounded by a solid wall of soldiers -- and they're
     carrying him along with them.

                         Z
               Hey!  Wait!

     Z loses sight of the Princess as he's carried away.
     BARBATUS, a hard-as-nails "grunt" soldier ant, taps Z on the
     shoulder.

                         BARBATUS
               You new, kid?

                         Z
               I just joined up.  But I'm quitting!
               I got a trial membership!

                         BARBATUS
               Trial membership?  Kid, when you join
               this ant's army, you're in for the
               full hitch.

     At that moment, Z is swept out of the cramped corridor
     they've been marching along, as the army emerges into the
     OPEN AIR outside of the colony.

     EXT. ANT MOUND - NIGHT

     It's a starry, moonlit night.  The shadows crowd around the
     panicked Z, who looks up at the sky as we see the army on the
     march...

                         Z
               Wait a minute, there's been a
               mistake!  I've got to get back to the
               colony!

     Z starts to fall out of line, but Barbatus, looking
     concerned, stops him.

                         BARBATUS
               Are you crazy, kid?  They shoot
               deserters!

     Z swallows hard.

                         BARBATUS
               You just stick by old Barbatus.
               He'll watch out for you.
                      (off Z's look)
               Whatsamatter, kid?  Leave a girl
               behind?

                         Z
               Yeah.  Well -- no.  She's kind of
               playing hard to get.  As a matter of
               fact, she's playing completely
               unattainable.
                      (nervously)
               So, what's on the schedule?  A brisk
               walk?  a foraging expedition?

                         BARBATUS
               No -- we're going to attack the
               termites!

                         Z
                      (alarmed)
               Attack?  But -- I hate attacking!
               It's so hostile!

     Around Z and Barbatus, the ants start up a marching song,
     which we intersperse with dialogue between Barbatus and Z to
     form a montage/time-cut as the ant army marches on to the
     termite capital.

                         ANT SOLDIERS
                      (to the tune of "When
                       Johnny Comes
                       Marching Home")
               We ants go marching one by
               one, hurrah, hurrah!  We slaughter
               termites just for fun, Hurrah!
               Hurrah!

                         Z
               So -- these termites, they're little,
               shy, retiring insects?

                         BARBATUS
                      (grim smile)
               No such luck.  Those dirty terms are
               five times bigger than us, and they
               shoot acid from their foreheads!

                         SOLDIER ANTS
               We ants go marching two by two,
               hurrah!  Hurrah!  We'll all be dead
               before we're through, hurrah!  Hurrah!

     Montage shots of an ant column marching diagonally across the
     screen, fading into another column marching diagonally
     downwards across the screen...

                         Z
               Well, what exactly does our platoon
               do?  Serve beverages?  Process
               paperwork?

                         BARBATUS
               Our platoon has the best assignment
               of all.  We're the first into battle!

                         ANT SOLDIERS
               We ants are marching three by three,
               hurrah!  Hurrah!  Dead ants is what
               we soon will be, hurrah!  Hurrah!

     ...montage shot of Z's column crossing a bridge composed of
     living ants -- all of whom look extremely uncomfortable as
     they're getting stepped on...

                         Z
               So we're going back for more armor,
               right?  I mean, these guys are from
               outer space, how are we supposed to
               beat them?!

                         BARBATUS
               Superior numbers, kid!

     EXT. TERRAIN NEAR TERMITE STUMP - NIGHT

     Z looks up to see...looming high above them...the TERMITE
     CITY, which is built in the stump of a dead tree.  From here
     it looks like a demonic Mount Fuji.  The COLONEL ANT shouts
     an order.

                         COLONEL
               ATTAAAAAAAAACK!!!

     The front line of ants starts rushing towards the termite
     colony...Z is swept along...

                         BARBATUS
               Over the TOOOOOOOOOOOOO-OP!!!

     Z is swept along and up the side of the stump as thousands of
     ants invade the colony through every possible entrance.
     Up...over the lip of the stump...and down inside, to the very
     middle of the termite colony...

     Into a disquietingly peaceful scene.   They're in the middle
     of the hollowed-out trunk, and ants keep pouring in -- but
     there's not a termite to be seen.  Barbatus looks around
     suspiciously.

                         BARBATUS
               It's too damn quiet.

     Then we hear a strange tapping noise.  Barbatus looks over,
     and sees that Z's teeth are chattering with fear.

                         BARBATUS
               Don't be scared, kid.  Barbatus's
               got yer back.

                         Z
                      (petrified)
               Maybe they went out for the evening.
               Let's leave them a message and head
               home.

                         COLONEL
                      (ignoring him)
               Light it up!

     A nearby soldier ant take a firefly out of his knapsack and
     pinches him.  The firefly, yelling "Yipe!  Yipe!  Yipe!",
     shoots into the air like a flare, lighting up the interior of
     the stump with eery, shifting luminescence.

     Then we notice, hollowed into the inside of the stump like
     innumerable pockmarks, termite holes staring out upon the
     stump...and, with an unearthly ROAR, we see the first of
     hundreds of termites emerging to pour into the center of the
     tree, right onto the ant army.

                         COLONEL
               They're here!!!

                         BARBATUS
                      (to Z)
               Keep your head down!

     Within moments, Z finds himself in the middle of a
     BLOODBATH.  The ants have broken into the colony, but are
     taking heavy losses from the gigantic, blind, acid-spewing
     termites.  The battle scene is as sprawling and chaotic as
     something out of Braveheart. In a few QUICK SHOTS from Z's
     perspective, we see:

     -- A squad of ants rushes towards a termite soldier, but are
     literally melted into smoking heaps of flesh by a jet of acid
     from its forehead...

     -- A termite warrior is overwhelmed by a crowd of ants and is
     pulled to pieces with hideous ripping sounds...

     -- Another termite warrior takes on an ant soldier one on one
     and slowly crushes his head in his huge jaws...

                         Z
                      (looking around)
               Guys!  Guys!  It isn't too late for
               all of us to just talk this over!

     Just then, a termite burst up from the ground and turns to
     face Z.  Z is dwarfed by this hulking, roaring, drooling
     monstrosity.

                         Z
               Wait!  Please!  Acid makes me come
               out in spots!  -- Could I just say I
               have always had the greatest respect
               for your species?  I mean, eating
               wood -- why didn't I think of that?
               I --

     The termite rears, getting ready to melt Z, when OOF! he's
     knocked backwards by...

                         Z
               BARBATUS!  You -- you saved my life!

                         BARBATUS
               Don't get all sappy about it!

     As Barbatus and some other soldiers kill the termite, the
     Colonel strides up to Z, puffing on a cigar.

                         COLONEL
               I love the smell of formic acid in
               the morning.

                         Z
               Look out!

     A stream of termite acid engulfs the colonel, instantly
     burning him to a cinder clutching a still-burning cigar; Z's
     paratroop buddies turn in terror to see a herd of termites
     rumbling towards them.  Z, terrified, dives into the hole
     that the huge termite made...

     INT. TERMITE TUNNEL - NIGHT

     ...and tumbles headlong into a corridor of the termite mound.
     The corridors here are primitive, caveman-like, pocked with
     jagged access holes.

     No sooner has Z landed in the tunnel than a termite comes
     burrowing out from one of the side walls, snapping at Z's
     head.  Z just avoids getting decapitated, and digs straight
     through the wall in order to escape...

     INT. TERMITE QUEEN'S CHAMBER - NIGHT

     ...straight into the hub of the entire termite complex -- the
     Queen's chamber.  This is nothing like the civilized court of
     the ant colony -- it's a huge, stinking, fetid dungeon whose
     walls are held up by one massive (to Z) column of piled
     stones.

     The termite queen, a repulsive, slimy, squirming, foot-long
     monster, is attended by a crew of diminutive, blind termite
     nurses.  The queen turns to look Z right in the eye.

                         Z
               Excuse me.  I seem to be lost, and I
               was wondering if you could give me --

     Before Z can say, "directions", the queen gives out a
     piercing, blood-curdling shriek.  The nurses start shrieking
     too.

                         Z
                      (backing away)
               I'll let myself out.

     But the queen's shriek has summoned a soldier termite -- the
     biggest one we've seen yet -- who is charging headlong at Z,
     jaws snapping open and shut like huge scissors.

                         Z
                      (backing away)
               Shoo! -- Torro!  Torro!

     At the last moment, Z jumps out of the way -- and the termite
     runs headfirst into the supporting column of the chamber.  As
     if on a spring release, the termite's jaws clamp shut -- and
     shatter the base of the column.  The walls of the room begin
     to rumble...

     The termite turns to eat Z...but is crushed by a stone
     falling from the ceiling, which gives a final shudder and
     collapses, raining earth and stones down on the queen.

     As the walls of the chamber crumble, melees of ants and
     termites pour into the room from the corridors around and
     above...they keep struggling until...

                         ANT OFFICER
                      (points at Z)
               He's killed their Queen!

                         Z
               Hey, I'm sorry, it was a mistake --

                         ANT OFFICER
               VICTORY!!!

     We can see that the termite warriors, deprived of their
     leader, are suddenly confused and directionless, easy prey
     for the ants.

                         Z
                      (facetious)
               This is terrific!   Let's exact
               crippling war reparations!  Let's set
               up a puppet government!

                         ANT OFFICER
               Let's slaughter them all!

     The ants set about killing the disoriented termites when...we
     hear another rumble coming from the outside...the ants look
     up confusedly...

     ...And a (from the ant's point of view) five-hundred foot
     long tongue bursts through the top of the chamber with a
     CRASH.  The ten or so ants standing directly below are
     smashed by the tongue, which squirts out a spray of saliva
     around the crater.  As quick as it appeared, the tongue
     retracts, with a hideous SLUUURPING sound.  We can now see
     the end of the snout of an ant-eater poking through a hole in
     the ceiling high above...

                         ANT OFFICER
               INCOMING!

     The tongue comes down again, smashing some more ants, whose
     bodies are slurped up by the tongue...the ants scatter, but
     to no avail, as the tongue comes smashing down again and
     again...

     Z heads into a side corridor as the tongue smashes down
     again, barely missing him!

     Z retreats along the corridor as the tongue searches for him,
     across the tunnel from intersecting access-tunnels, getting
     closer and closer to Z, dragging more and more screaming ants
     and struggling termites...

     ....Then the tongue disappears.  Silence.  Z wipes his brow...

     And we hear a thunderous SNIFFING noise as the anteater
     searches for more prey... and the tongue starts rumbling down
     the corridor right towards Z, the tip squirming as it
     ricochets along the walls!

     Z gets up and runs, the tongue lapping towards him,
     reminiscent of the stone sphere that nearly crushed Indiana
     Jones in Raiders of the Lost Ark!  The walls disintegrate
     under the pressure of the tongue, which gets closer to
     Z...closer...

     ...and just misses him as Z tumbles out of the stump and down
     to the ground...Z sits there, dazed, as we see the huge form
     of the anteater withdraw its tongue and, with a final
     contented burp, shuffle off into the distance.

     EXT. TERMITE STUMP - MORNING

     Z makes his way across the corpse-strewn battlefield, an
     expression of horror on his face.

                         BARBATUS (O.S.)
               Z!  Over here!

                         Z
                      (hopeful)
               Barbatus?

     Z looks down at his feet, where Barbatus's still-living,
     decapitated head is looking up at him.

                         Z
                      (shocked)
               Barbatus!

                         BARBATUS
               Be honest, kid -- am I hurt bad?

                         Z
               No, no, you're...lookin' good.
               You've got good color in your cheeks.

                         BARBATUS
               No -- I can see it in your eyes.  I'm
               a goner.  It's alright, Z.  In this
               ant's army, a soldier's life ain't
               worth a sack of fungus.
                      (he winces)
               I can't feel my legs...

                         Z
               Hang in there, buddy!  You can make
               it!  Just -- take deep breaths, I'll
               try and find your body -- it's gotta
               be around here somewhere!

                         BARBATUS
                      (gasping)
               I wonder...what...was it all...for...

                         Z
               Barbatus, hang on -- Barbatus!!

                         BARBATUS
               Don't make my mistake, kid...
               don't...be a grunt...your whole
               life...

     Barbatus dies, leaving Z heartbroken.

                                              CUT TO:

     INT. EARLY MEGA-TUNNEL - DAY

     Weaver is "passing" as a worker, working alongside much
     smaller worker ants.  He actually loves the work.  He's
     throwing up dirt like a bulldozer.  He's so enthusiastic, he
     scoops up a WHOLE ANT in his shovel and tosses him aside.
     Azteca, who's standing next to him in line, is shocked by,
     and a little attracted to, this turbo-worker.

                         AZTECA
               Hey, slow it down, big boy.  You're
               making the rest of us look bad...How
               come I haven't seen you around here
               before?

                         WEAVER
                      (covering)
               I'm new...I was born yesterday.

                         AZTECA
               Tell me about it.

                         WEAVER
               Nobody told me digging was so much
               fun!  You pick up the dirt, you move
               it, you pick it up again, you move it
               again -- lots of repetitions, you
               exercise the forceps, and the
               pincers --

                         AZTECA
                      (ogling him)
               Mmm, yes, I see what you mean...

     While Azteca is checking out the hunky new worker, work has
     effectively stopped...clods are piling up behind Weaver.  A
     Foreman comes striding down the line, furious.

                         FOREMAN
               What's the holdup here?!

     Weaver whips his shovel up to his shoulder and salutes, as if
     he's dealing with a superior officer.

                         WEAVER
               Sorry, sir -- I was just having a
               little chat with my friend --

                         FOREMAN
                      (yelling at Weaver)
               Who said you could have a chat?
               You're not a chatter, you're a
               digger!  So shut up and dig!

                         AZTECA
               Leave him alone!  He's new.

                         FOREMAN
               You  too?  Well just for that, you
               lose your day's rations!  Now get
               back to work!

     The Foreman heads down the line, shoving and berating the
     other workers as he goes along.

                         AZTECA
                      (surprised at herself)
               I don't know what came over me,
               talking back like that.  I must be
               going crazy...

                         WEAVER
               Sorry I got you in trouble.  But
               listen, you can share my rations.

                         AZTECA
                      (flirting)
               Are you asking me out to dinner?

                         WEAVER
                      (blushing)
               No -- I mean yes -- I mean -- if you
               don't have other plans.

                         AZTECA
               I'll make myself available...Listen,
               better watch out with the
               backtalk.  I don't know want you to
               end up like the guy who used to work
               next to me.  I'm afraid he got...
               downsized.

     EXT. ANT MOUND - DAY

     Some guard ants are looking out across the sandy main
     entrance to the hive.

                         GUARD ANT
               Look!  They're back!  The army's
               back!  Alert the colony!

     The other ant starts ringing a bell, rushing down into the
     colony.

                                              CUT TO:

     INT. TOWN CENTER - DAY

     A huge crowd is forming, eager to welcome the army back.  A
     band is striking up a triumphant victory song, confetti and
     streamers are being thrown, as General Formica strides in,
     followed by Carpenter.

                         EXCITED ANTS
               The army's returned!  Our brave boys
               are back! (etc.)

     Everyone waves little flags as the tuba player Oompah-oompah-
     oompahs...

     ...and Z walks into the hall, looking bedraggled and
     exhausted, his helmet hanging over his ears.

     The band slows to a halt.

     At the edge of the crowd, Azteca, sitting on Weaver's
     shoulders, can just about see over the crowd.

                         AZTECA
               It looks like only one soldier made
               it back!

     Weaver looks distraught.

                         WEAVER
                      (to himself)
               Poor Z -- I should never have let you
               go!

     Far down the hall, Z is describing the battle.

                         Z
               It was horrible...a massacre, a
               massacre upon a massacre.  First we
               massacred them, then they massacred
               us, then it was halftime.  I've never
               seen such violence, such
               bloodthirstiness, such bad
               manners...I'm the only one that made
               it!

     The atmosphere is somber.  This is a tough one to try and put
     a spin on...but that doesn't stop Formica from trying.

                         FORMICA
               ONE TO NOTHING!  WE WIN!

     The band strikes up again, and everyone cheers.

                         Z
               No -- you -- you don't understand!

                         FORMICA
               Damn, I'm proud of you, boy.  I wish
               I had a hundred ants of your caliber.
               The world would tremble.  Now, time
               for some R and R.  You're invited to
               the royal victory party!

                         Z
               Royal victory party?  Will...will
               Princess Bala be there?

                         FORMICA
               Of course.  The entire royal family
               will be there to honor you.

                         Z
                      (thinks)
               ONE TO NOTHING!

     Renewed CHEERS, as Z is lifted onto the shoulder of some of
     the soldiers who stayed behind.

                         AZTECA
               Wait a minute, that's no soldier --
               that's Z!

                         WEAVER
               Z?  Our Z?  The little guy made it!

     Z is following Formica away from the cheering crowd.

     EXT. ABOVE TOWN CENTER - DAY

     Z and Formica are going up the royal "stairway" together.

                         FORMICA
               Son, you're an ant after my own
               heart.  A warrior.  An ant that looks
               death right in the face and laughs.

                         Z
               Well, I generally just make
               belittling comments and snicker
               behind death's back.  So, tell me,
               fellow war-monger...do you think
               Princess Bala likes men in uniform?

                         FORMICA
               Well she better -- she's engaged to
               one.  Me!

                         Z
               Engaged?  As in you're getting
               married?

                         FORMICA
               Affirmative.

                         Z
               So...you two are in love?

                         FORMICA
               In love?
                      (shakes his head)
               I'm just a plain old soldier at
               heart.  I'll tell you what I love --
               the field -- blood -- death --
               orders...and the company of other
               warriors.

     Formica gives Z a manly slap on the back.  Z looks a little
     uncomfortable as we...

                                              CUT TO:

     INT. THRONE ROOM - DAY

     Z follows Formica and Carpenter into the throne room.  At the
     end of the hall, a society band is playing.  The room is full
     of courtier ants and officers.

     Waiters are gliding around holding trays of hors d'ouevres.

                         Z
               Wow, what a spread -- you know,
               there's a food shortage in the rest
               of the colony.

                         FORMICA
               Yes, and do you know why there's a
               food shortage?

                         Z
               ...Not enough food?

                         FORMICA
               Negatory.  Too many ants.  And while
               we soldiers go out there, and fight,
               and bleed, and die for the colony,
               the namby-pamby workers live it up
               back home.

     Feeling a little hot, Z wipes his brow.

                         Z
               Well I, I don't think "living it up"
               is the right term -- how about
               "working themselves to death"?

                         FORMICA
               I tell you son, sometimes, at night,
               I see myself in battle, fighting a
               horrible, faceless enemy, with the
               future of our whole species at stake.
               And always, the dream ends with each
               of us plunging his sword into the
               other's heart...

                         Z
                      (spooked)
               Oh, hey, that's great, I think I see
               an old war buddy over there, it's
               been fun chatting.  Good luck with
               the hallucinations.

     Z escapes from Formica, who gazes after him suspiciously.

     Z mingles in with the crowd, then he sees Princess Bala
     standing with a group of officers who are eating hors
     d'oeuvres.

                         OFFICER
                      (telling a joke)
               What do you call it when 10,000
               workers are killed in a tunnel cave-
               in?
                      (a beat)
               Who cares?  They're workers!

     The officers laugh, but Bala looks bored in this stuffy
     social scene.

                         Z
               But...don't you think the worker
               class is the very foundation of the
               colony --
                      (realizes he's
                       getting odd looks)
               I mean, uh, without them, who would
               we stand on?

     More laughter.

                         BALA
               You're the hero of the recent termite
               campaign, aren't you?

                         Z
               Well, if single-handedly vanquishing
               the enemy and slaughtering a whole
               nestful of termites makes someone a
               hero, yes I am.

     Z reaches for a tray of canapes that a waiter is carrying by,
     and KNOCKS the whole thing CLATTERING to the ground.

                         Z
                      (feigning nonchalance)
               And you are...?

                         BALA
               I'm Princess Bala.

                         Z
               Ah, yes.
                      (affected)
               Well, charmed, I'm sure.  So,
               Princess, have you ever danced with
               a hero?

                         BALA
               Yes.

                         Z
                      (deflated)
               Oh...oh well then, one more won't
               matter.

     She moves towards the dance floor.  Z spit-combs his
     antennae, struts after her -- until he trips on his sword.
     He tumbles, falls, but hops to his feet just as Bala turns
     toward him, turning it into a ballet plies.

                         Z
               Just warming up...

     She frowns...there's something familiar about this guy.  But
     then they start dancing.

     ACROSS THE ROOM: The Queen and General Formica watch the
     party.

                         QUEEN
               All these parties are so marvellously
               alike.

                         FORMICA
               They should be...
                      (suspicious)
               But there's something funny about
               that soldier.

     Formica strides over to where Z and Bala are dancing.

                         FORMICA
                      (glowering)
               May I cut in?

                         Z
                      (intimidated)
               Oh, of course --

                         BALA
                      (pulling Z back)
               No, General.  I'm dancing with the
               war hero.

                         Z
                      (trying to placate
                       Formica)
               Uh, sorry, General, I...I've always
               had this animal magnetism, it --

     Bala YANKS Z back onto the dance floor, dancing away from
     Formica.

                         BALA
               You dance...

                         Z
               Divinely?

                         BALA
               No weirdly...You remind me of
               someone...

     Formica catches Bala's eye.  She frowns at him, and decides
     to get a little shocking.

                         BALA
               He was swarthy...primitive...
               earthy...sensual.

     As she says these things, Z tries to act accordingly.

                         BALA
               He was a worker.  I danced with him
               at a worker's bar just the other day.
               I'm not shocking you, am I?

                         Z
                      (proudly)
               No...as a matter of fact...

                         BALA
                      (shocked)
               OH MY GOD, IT'S YOU!  YOU'RE A
               WORKER!!!  A filthy, stupid,
               disgusting WORKER!

     Everybody gasps.  The dancing stops cold.

                         Z
               Gee, uh, could you say it a little
               louder, I think there are some ants
               in the next colony who didn't hear
               you.

                         BALA
               I CAN'T DANCE WITH A WORKER!

                         Z
                      (offended)
               That's not what you said the other
               night --

                         BALA
                      (now she's panicked)
               Quiet -- sshhh!!

                         Z
                      (digging it in)
               -- At the worker bar!  You were
               pretty hot to trot then!

                         BALA
               SSHH!!!  SSHH!!!

     A livid Formica is stalking over towards them.

                         FORMICA
                      (furious)
               What's this?  A worker has been
               masquerading as a war hero?!

                         Z
               Well it wasn't a masquerade, really,
               it was more what I'd call a clever
               ruse --

                         FORMICA
               ARREST HIM!

                         Z
               Can't we all settle this like
               adults -- we're not larvae anymore --

     Angry officers begin to surround Z, who hides behind Bala in
     fear, using her as a shield.

                         QUEEN
               Oh my god!  He's taking her hostage!

                         Z
               No I'm not -- I mean -- nobody move!
               Or the Princess gets it!

     People shout and scream, as Z backs up with the
     Princess...into the kitchen.

     INT. KITCHEN - DAY

     Z backs up into the kitchen, still pulling Bala along with
     him.  Here, ant chefs are preparing food for the party,
     vomiting little florets onto a platter.  Formica and the
     soldiers follow them in.

                         Z
                      (to Formica)
               Stay back, you lunatic!  Do you think
               I don't know how to use this?

     Z realizes that he's pointing his finger at them.

                         Z
               Uh-oh.

     The officers rush for...and Z, with Bala in tow, falls
     backwards into an opening marked, "GARBAGE".

     EXT. ANT MOUND - DAY

     HOLD ON: the GARBAGE CHUTE EXIT.  Nothing happens for a
     moment.  Then --

     From a distance, we hear the faint sound of SCREAMING,
     dopplering closer --

     -- and then Z and Bala come flying out of the exit, right
     into the mud, cutting off the scream abruptly.

     Bala sits up, coated in mud.  Z is nowhere to be seen.
     Because she's on top of him.

                         PRINCESS
               This is thoroughly unacceptable!

                         Z
               You're telling me...

     She gets up and runs back towards the colony entrance, where
     soldiers are already issuing to get her...

                         BALA
               I'm coming!  I'm coming!

     But...just as Bala'a about to be rescued...what looks like a
     gigantic LASER BEAM sweeps along the rim of the colony,
     sizzling the ground as it moves along...and IGNITES the lead
     soldier into FLAMES!  Bala looks stunned.

     Z watches in horror as another soldier ant is FRIED, and we
     look up to see a GIGANTIC MAGNIFYING GLASS casting the
     beam...we can just about make out the huge, grotesque figure
     (a seven year old kid) holding it.

     Bala, who has no idea what's really going on, turns from the
     colony and runs the other way.

                         BALA
               I'm going!  I'm going'

     ...unfortunately, this draws the fire of the laser, which
     follows after her in what looks like a strafing run, SIZZLING
     in her footsteps.

     Z, who's running towards the princess, suddenly realizes that
     he's running towards certain doom...and joins Bala in legging
     it away from the colony; under a brown leaf, which bursts
     into flames...between the redwood-like stalks of some
     flowers...and finally into the relative safety of some
     grass...where they throw themselves on the ground, exhausted.

                                              CUT TO:

     EXT. WEED CLUMP - DAY

     Z and Bala dust themselves off.

                         BALA
               What was that thing?

                         Z
               How should I know?

                         BALA
               I order you to find out where we are!

                         Z
               Alright, alright, I'll try to get
               directions from one of the locals.

     Z tries to flag down some passing bees.

                         Z
               Excuse me, I --
                      (it passes him by;
                       he tries the next)
               Pardon me --
                      (same response)
               And they call them social insects.

                         BALA
               Climb up that tree and get a better
               view!

     Bala points to a thin blade of grass.  Gingerly, Z tests the
     grass and starts climbing up it...but his weight bends it, so
     that he's lowered back to the ground, face to upside-down
     face with Bala.

                         BALA
               I've been kidnapped by the village
               idiot.

                         Z
               Who's the bigger idiot -- the idiot
               who gets kidnapped, or the idiot who
               lets herself get kidnapped by the
               idiot?

                         BALA
               How dare you speak to me like that?
               I'm the Princess!

     Z squares up with her.

                         Z
               Theoretically, yes.  But is the
               monarchical hierarchy applicable
               without the underlying social
               structure to support it?

                         BALA
               Of course!  It defines society!  To
               deny the precept is to say that order
               is an arbitrary distinction applied
               by the society itself!

                         Z
               But can there be a society composed
               of just two ants?

                         BALA
               No!  There's no such thing as "just
               two ants."  You never see just two
               ants -- you see a million ants!

                         Z
               Look around, sweetheart.

     She looks around.  She doesn't like what she sees.  She
     glowers at Z.

                         BALA
               I -- hate -- you.

                         Z
               Well I guess that makes us even.

                         BALA
               Ha!  Don't make me laugh.  You're
               crazy about me!  That's why you lied
               and cheated to get near me!

                         Z
               Oh come on, you're the one who came
               after me -- the swarthy, earthy,
               sensual worker!

                         BALA
                      (repulsed)
               I was slumming it!  I danced with you
               because you were the most pathetic
               specimen in the place!

                         Z
               Is that the same standard you used to
               choose General Formica?

                         BALA
               I didn't choose him.  What kind  of
               idiot would...
                      (unconvincingly)
               ...choose who she wanted to marry?

     She shakes herself out of it.

                         BALA
               Now, worker, you shall take me back
               to the colony, and have your head cut
               off and stuck on a sharp pole!

                         Z
               Well, that's an appealing offer,
               but...considering the options...
                      (he decides)
               You go back.  Me, I'm going to
               Insectopia.

                         BALA
               Insectopia?  You stupid worker,
               that's just a fairy tale!

                         Z
               Yeah, well I have it on a reliable
               source...
                      (he knows that was
                       maybe stretching it)
               that it exists.  Now you follow
               the yellow egg...
                      (looking around)
               That direction.

                         BALA
               Worker!  Come back here now!

                         Z
               I've got a name.  It's Z.

                         BALA
               That's not a name!  That's just a
               letter!

     Z, meanwhile, hits the road.  Bala has no idea of where to
     go.  Just then, the scariness of the outside world comes
     through to her.

     We start hearing NOISES -- the equivalent of scary jungle
     sounds in a Tarzan movie -- the HISSING, CROAKING,
     CHIRRUPING... Bala sees eyes looking out at her from all
     directions...and spots a colossal monster (a sparrow) fixing
     her with his beady gaze.

                         BALA
                      (clears her throat)
               Worker?
                      (no response...louder
                       now)
               Oh WORKER?  Where are you?
                      (getting desperate)
               Z?  Z?  Wait for me!!!

     Bala heads off after Z.

     INT. MEGA-TUNNEL - DAY

     The mass of worker ants are swinging pick-axes in the tunnel.
     The foreman moves up the line, BERATING the workers, yelling
     at them to dig faster.

                         AZTECA
               I tell ya, I'm gettin' sick of bein'
               yelled at.

                         WORKER #1
               What do you want, we're just workers.

                         WEAVER
               You know, you're not just workers --
               you can be whatever you want to be!
               Look at Z!  He started as a worker --
               then he became a soldier!

                         AZTECA
               That's right!  He slaughtered
               hundreds of termites single-handedly!

                         WORKER #2
               I heard about this guy.
                      (turning to the other
                       workers)
               He crashed a party at the palace.
               Then he took a hike with one of the
               royal babes!  And when they tried to
               stop him, he just looked at a
               couple'a guards, and they burst into
               flames!

                         WORKER ANT #1
               You're nuts, how could a worker do
               all that?

                         WEAVER
               Well, because he's more than a
               worker...he's a...what did he call
               it, Azteca...

                         AZTECA
               Invisible!

                         WEAVER
               No -- an individual!

                         WORKER #2
               What's that?

                         WEAVER
               Well, it's...someone with his own
               point of view...someone who does what
               he wants, not whatever he's told to
               do!

                         AZTECA
                      (eyes lit up,
                       watching Weaver)
               Someone who follows his heart!

                         WEAVER
                      (taking Azteca's hand)
               Right...because every ant's important!

                         WORKER #2
                      (scoffs)
               But that would mean I'm important.

                         WORKER #1
               I'm outta here, this sounds like
               trouble to me.

     But more ants are gathering 'round.

                         WEAVER
               We can all be individuals!  Just like
               Z!

     Weaver and Azteca hold hands.  More ants are gathering
     around, dropping their tools...

     EXT. BIKE PATH - DAY

     LONG SHOT.  A glimmering desert landscape (think of "The
     Sun's Anvil" in Lawrence of Arabia).  Two small figures can
     be seen, tiny dots moving across the arid whiteness.

     They're Bala and Z, who are crossing a concrete path in the
     park, which they perceive to be a "desert".

                         BALA
               Water...water...

                         Z
               Water...water -- oh, you already said
               that.

                         BALA
                      (walking along)
               My skin's dry, my exoskeleton is
               cracking...I wish I'd never met you,
               you ruined my life.

                         Z
               I ruined your life?  Look, I was
               perfectly happy until I met you --
               alright, I was miserable, but I was
               happily miserable.

     Over Z's line, we can see a GIGANTIC WHEEL, getting larger
     and larger and heading right towards them, a GIGANTIC WHEEL
     (the front wheel of a bicycle which is heading right towards
     them).

                         BALA
               Look out!

     Bala pushes Z out of the way just as the wheel rolls past
     with a cacophonous CRUNCHING, GRINDING noise -- like a
     gigantic millwheel.

                         BALA
               We're going to die!

                         Z
               Come on -- it's gone!  What are the
               chances of that happening again?

     No sooner has he said it than the rear wheel of the bike
     thunders past.

                         Z
               Well I'll be.

     Bala notices that they're clutching one another in fear; she
     pushes him away.

                         BALA
               Why didn't I listen to my mother
               ...why'd I have to go looking for
               trouble? Any ant would have given
               their left legs to be in my
               position...what's wrong with me?

                         Z
               Want a list?

                         BALA
                      (urgent)
               Wait, I hear something!

     We can, in fact, hear a low, musical PLUNK.. there's a pause
     and then we can hear it again...

     Z and Bala walk over a rocky "dune" (the soft shoulder of the
     path).  Beyond, the grass starts up again.  They have come to
     the end of the "desert" (i.e. the other side of the path)
     Through the blades of grass, we can see...

                         Z
               It's...it's...


                         BALA
               WATER!!!

     EXT. LAKE - DAY

     A LAKE (a puddle) stretches before them.  It is, in fact, the
     overflow of a drinking-fountain whose drain is jammed...as Z
     and Bala run to the lake, water dribbles from the fountain
     and into one edge of the pool (to the ants, it's a waterfall).

     Bala and Z run to the edge of the water and start slurping.
     They smile at each other, until they remember that they don't
     like each other.

                         Z
               This lake is huge!  And so close to
               the colony!  Think of the vacation
               potential!

                         BALA
               Cut me down a soft leaf so I can take
               a nap.

                         Z
               Listen, "Princess", you can't order
               me around.  Out here, you're not the
               boss anymore -- out here, you're
               just --

     -- But before he can finish, a water droplet from the
     fountain falls on him.  It may not sound like much, but to Z
     it's as though a ten-foot diameter sphere of jello had
     engulfed him.

     Z's stuck inside because of the surface tension of the
     droplet, which doesn't burst, just quivers up and down.
     Inside, Z is slowly, frantically drowning and screaming for
     help.  But his screams are muffled in the water.

                         BALA
                      (annoyed)
               Out here I'm just what?

                         Z
                      (through the water)
               Hlllllllp!

                         BALA
                      (hands on hips)
               Stop fooling around in there.

     By now the droplet has started rolling, and Z is being turned
     upside-down.  He manages to get one foreleg out of the
     droplet, and, in a frantic attempt to pull himself out, pulls
     Bala in by the leg.

                         BALA
               Let me go!!!

     But it's too late -- they're now both stuck in the droplet,
     and, as Z continues to drown, he also has to deal with Bala
     yelling at him -- though we can't hear exactly what it. is
     she's yelling through the water.

     Then, having run out of air, she too starts thrashing,
     alternately trying to swim and trying to slap him as Z tries
     to defend himself.  Finally all this commotion is enough to
     make the droplet burst, spilling the two coughing,
     sputtering, drenched ants onto the ground.

     They both lie there, miserable, wet, and cold.

                         BALA
                      (chants to herself)
               I'm going to be rescued soon.  I'm
               going to be rescued soon.  I'm going
               to be rescued soon.

     Z watches her incredulously.

                         Z
               Princess, has it ever occurred to you
               that they're not going to rescue you?

                         BALA
               General Formica won't let me die out
               here.  I'm his fiancee.

                         Z
               Look.  How many other Princesses are
               there?

                         BALA
               Five thousand three hundred and
               ninety -- no.  About five thousand
               four hundred by now.

                         Z
               And only you can become a Queen?

                         BALA
               Well...no, but --

                         Z
               So what makes you so special?

                         BALA
                      (hesitates)
               Well...I am the oldest.

     Bala turns from Z.  She's thinking things over, realization
     dawning on her.

                         BALA
               By three seconds...

     She looks out into the grass forest.

                         BALA
                      (to herself)
               You're right.  There are as many
               Princesses...as there are blades of
               grass.

     Z, overhearing her, slowly puts his hand on her shoulder.

     INT. MEGA-TUNNEL - DAY

     Formica and Carpenter are walking into the entrance of the
     tunnel with a squad of soldiers.

                         FORMICA
               Dammit, this tunnel is priority A-1!
               We can't afford any delays on this
               project!

                         CARPENTER
               I've never seen anything like it,
               General, they're they're...well, look!

     Ahead of them, a group of a few hundred workers have stopped
     work and are sitting down, chanting...

                         WORKER ANTS
               Z!  Z!  Z!  Z!

     A worker moves forward to join the strikers, tossing down his
     tool.

                         FOREMAN
                      (yelling at him)
               Where do ya think you're going?  Get
               back to work!

                         WORKER #1
               Buzz off, I'm important!
                      (joining the others)
               Z!  Z!  Z!  Z!


     At the center of the group, Weaver and Azteca are holding
     hands, leading the chant.

                         FORMICA
               Notice the big one, holding hands
               with the female?

                         CARPENTER
               Well, uh, who notices workers, sir?

                         FORMICA
                      (calculating)
               No one should have to.  Have him
               brought to me.

     INT. FORMICA'S CHAMBERS - NIGHT

     A nervous Weaver is sitting across from Formica, flanked by
     a couple of stoic guards.  Carpenter stands smiling by the
     side door.  There is no obvious threat to Weaver, but the
     atmosphere is truly intimidating.

                         FORMICA
               So this Z...he fancies himself an
               individual?

                         WEAVER
               Yeah...I mean...well...I don't know,
               really, sir.

                         FORMICA
                      (patronizing)
               Well now you haven't fallen for this
               silly idea of individuality, have
               you?

                         WEAVER
               Oh, no, sir!

                         FORMICA
               Good.  You're a good soldier.

                         WEAVER
               Thank you, sir.

     Weaver begins to relax a bit.

                         FORMICA
               So tell me.  Where's Z?

                         WEAVER
               I...I have no idea, sir.

                         FORMICA
               Okay, son.

     He pats Weaver on the shoulder.

                         FORMICA
               We know what makes an ant colony
               strong, don't we?  We know that no
               ant can be an individual.  No single
               ant matters, right?

                         WEAVER
                      (enthusiastically)
               That's correct, sir!

                         FORMICA
                      (points at a guard)
               Not that one.
                      (another guard)
               Or that one.

                         WEAVER
               No, sir!

     Formica nods at Carpenter, who smiles and opens a door.  Two
     soldiers walk in, holding Azteca.  The color drains from
     Weaver's face.

                         FORMICA
                      (calmly, with
                       satisfaction)
               Or that one?  Her life doesn't
               matter, does it?

                         AZTECA
               Don't tell that tightass anything,
               Weaver!

     Weaver starts to get up, but the guards behind him hold him
     down.

                         WEAVER
               Wait!  Just let her go!  Z's long
               gone anyway, following some golden
               egg to Insectopia!  You'll never
               catch him!

     Formica's face lights up.

                         FORMICA
               Insectopia, hunh?...See why
               individuality is so dangerous?  It
               can always be used against you.
                      (to the guards)
               If this sissy here wants to dig,
               he'll dig.  Send them both back to
               the tunnel project.  Double their
               workload.

     The guards exit with Weaver and Azteca.

                         FORMICA
               What do we have on this "Insectopia"?

                         CARPENTER
               Scattered reports, sir.  Rumors.
               Nothing reliable.

                         FORMICA
               Desperate times call for desperate
               measures.  Get me Ant Team Six.

                         CARPENTER
                      (frightened)
               Ant Team Six...

     EXT.  GRASS JUNGLE - DAY

     Z and Bala are lost, wandering through the grass

                         BALA
                      (looking hopeless)
               I swear, we've passed this blade of
               grass three times.

     Z keeps marching on.

                         BALA
               Face it, Z, we're lost!  We must have
               walked halfway across the world by
               now!  How did I get into this mess...

                         Z
                      (too shy to look at
                       her)
               Come on...tell me there wasn't just
               a little...something between us that
               first night at the bar.  The night we
               danced.

                         BALA
                      (sadly)
               What difference does it make...we're
               both going to starve to death, or get
               squished, or set on fire...

     But Z is just gawking.  The shot expands to show that they
     have stumbled onto...

                         Z
               ...The land of red and white...

     EXT. FALSE INSECTOPIA - DAY

     A PICNICGROUNDS...A red and white picnic blanket, which to
     the ants looks like a vast, undulating pavilion, stretches
     before them.  They gaze up at two obelisks: a salt and pepper
     shaker.

     Behind that is a gigantic tupperware jar full of potato
     salad, and sandwiches stacked high.  It all looks perfect,
     with the clean lines and monumental proportions of fascist
     architecture.  In fact, it looks a little too perfect.

                         Z
               We've found it!  Insectopia!  Look at
               all this food'

                         BALA
                      (amazed)
               You were right...you were right!
                      (smiling happily)
               Z, it's beautiful!

                         Z
               Let's dig in!

     Z goes over to a gigantic sandwich, but -- BOOIIING! -- he's
     prevented from getting at it by the saran wrap covering it.

                         Z
               There's - there's some kind of force
               field!

     Bala joins him, laboring against the saran wrap.  Then both
     of them hear laughter from above.

                         MALE WASP (O.S.)
                      (lockjawed accent)
               Muffy, look, party-crashers.

                         FEMALE WASP (O.S.)
                      (laughing)
               They're simply too much, Chip!

     Bala and Z look up to see two large, yellow WASPS hovering in
     the air above them.  The husband and wife wasps have
     lockjawed, William F. Buckleyesque accents.

                         MALE WASP
                      (to Z and Bala)
               You down there, haven't you ever been
               to a picnic?

                         Z
               Hunh?

                         FEMALE WASP
               Habla Ingles?
                      (to Male Wasp)
               Well I really don't know who they are.

                         Z
               We're ants!

     The Male Wasp zooms in closer.

                         MALE WASP
               Poopsie, we know some ants, don't we?
                      (to Z)
               Are you related to the Fifth Avenue
               ants?

                         FEMALE WASP
               Darling, do you have to talk to any
               insect from off the street?

                         MALE WASP
               Just being friendly, Poopsie.

                         BALA
               Hello?  I'm not just "any insect".
               My mother is the Queen.
                      (momentously)
               I'm Princess Bala!

                         MALE WASP
                      (under his breath)
               They're Eurotrash, dear.

     We hear a loud RUMBLING noise -- the family is about to sit
     down for their picnic lunch.  Gigantic hands reach down and
     pull away the "force fields".

                         MALE WASP
               Lunch!
                      (to Z)
               A little piece of advice, sport --
               bob and weave!  Bob and weave!

                         BALA
               What do you mean?

                         MALE WASP
               Well -- like my father used to say --
               there's no such thing as a free meal!

     The wasps dive in to the picnic, darting in for a bite, and
     then dashing away again...

                         THE WASPS
               Excuse me -- I'll have some potato
               salad -- thank-you! -- don't mind if
               I do!  After you! (etc.)

     -- But all is not well.  We pull back to reveal that Z and
     Bala are standing in front of a giant sneaker logo, which is
     attached to a giant sneaker.  Which moves.

                         Z
               I sort of imagined Insectopia a
               little differently --

     Just at that moment, we hear a whistling in the air -- and
     the female wasp is crushed by a huge swatter that sweeps out
     of the sky, sending the picnic blanket billowing up in an
     aftershock that throws Bala and Z to the ground.

                         BALA
               Oh...my...God.

                         MALE WASP
                      (shaking her)
               Muffy!  Muffy!  Wake up!

     But she doesn't move.  The Male Wasp stares up at the sky.

                         MALE WASP
                      (heartbroken)
               WHYYYYYYYYYYYYY????

     But Z, also looking up, has no time to commiserate.

                         Z
               Bala, look out!!

     They are only saved by the fact that they are so small - .the
     holes of the swatter pass over them.

     The woman, realizing that the swatter won't work on ants,
     throws it to the side and tries stomping on them...

     Before Bala can get away, a sneaker falls on her with a
     thunderous BOOM that shakes the ground.

                         BALA
               MMMffllmmm...

     The shoe rises, as the person wearing it steps away...and we
     see that Bala is stuck in one of the ridges of the waffle-
     soled sneaker, adhering to a big piece of bubblegum!

                         BALA
               Z!  Help me!!!

     But Bala is carried off on the sneaker in a huge, looping,
     ferris-wheel-like motion.  BOOM.  The sneaker on which Bala
     is stuck falls again, as the woman tries to step on Z, too --

                         Z
               Bala!
                      (mournfully)
               I'll never see her again...

     -- But he does, instantly, as the shoe rises again, showing
     Bala stuck deeper in the bubblegum --

                         BALA
               Z!!!  Get me out of heeeeere!

     -- The woman has decided to walk away from the picnic to get
     the bubblegum off her shoe...Z heart sinks as the shoe Bala's
     stuck on lopes off into the distance...

                         Z
                      (thinks)
               These things always come in twos...

     He sees a SECOND SHOE starting to rise --

                         Z
               Take me to your leader!

     Z runs towards the shoe as it rises... and at the last moment
     catches on to the snaky, swinging shoe-lace.

                         Z
               Whoooooooaaaa!!!

     The sneaker lifts off into the air, with Z holding on for
     dear life to the lace, and getting further and further away
     from Bala as he's drawn to a vertiginous height...the
     landscape can be seen rolling and pitching crazily in the
     background...

                         Z
               Bala!  Come back here!

     For a moment, the sneaker seems to pause in the air...then it
     descends again, in a stomach-churning, roller-coaster free-
     fall as the sneaker on which Bala is stuck rises up again...

                         BALA
               Z!!!!!!!  I'm stuck!

     --  But Z is trying to keep his lunch down as he descends.
     The sneaker hits the ground, and Z can feel himself
     again...it's now or never.

                         Z
                      (Tarzan whoop)
               Aa-ee-ya-ee-yaaaaaaaah!!!!!!!

     As the sneaker rises again, he swings off the lace, hurtling
     through the air and catching one of the laces of Bala's
     sneaker...the momentum swings him up and under the sole...

                         BALA
               Z!  You're here!

     Z gets smashed into the bubblegum next to Bala.  Now he's
     stuck too.

                         Z
                      (ruefully)
               Yeah.  I'm here.

     The sneaker descends again.  Z and Bala hold hands and SCREAM
     as they see the ground rise too meet them...

     THUD!  They're squished deeper into the bubblegum.  The
     sneaker rises again...

                         BALA
                      (emotional)
               Z...if we don't make it...I just want
               you to know....

                         Z
                      (touched)
               Yes?

                         BALA
               This is all your fault!!!

     The sneaker rises, and seems ready to fall again...but
     instead it just hovers there.  (The person wearing it is
     balancing on one leg and about to scrape off the bubblegum
     with a penny).

                         Z
               We're safe...

     Just then, the hand holding the penny looms up...the penny
     is, by ant standards, about sixty feet high.  The huge image
     of Abraham Lincoln stares down at them.

                         Z
               Who the hell is that?!!!

     The penny starts scrapes the bubblegum off the sneaker,
     bringing Bala and Z along with it.  They're carried through
     the air as the penny gets thrown away...turning over and over
     in a lopsided orbit as Bala and Z SCREAM...

     ...and land with a CRASH in total darkness.

     EXT. LAKE - DAY

     The "lake" where Z and Bala were nearly drowned by the water
     droplet.

     The earth shakes as a HUGE, MONSTROUS creature approaches the
     lake - and begins to drink from it.  The creature seems to
     hear something, and, growling, turns its ugly head.  It's a
     Pomeranian, one of those yappy little lap-dogs -- but seen
     from ant perspective, it's something out of a horror movie.

                         TOUGH VOICE (O.S.)
               Ant Team Six -- take him out!

     The monster bears its huge fangs at the approaching
     intruders -- a bunch of flying ants who look as though
     they're attacking the Death Star!

     The monster rears and snaps at two of the ants, who are
     making a diversionary run...

     and then gets it from the rest of the ants, who land on his
     soft, wet nose and start stinging away like crazy.

     The monster rears back in pain -- and runs away, YIPPING!

     The members of ANT TEAM SIX, a crack team of hardcore flying-
     ant commandoes a la Seal Team Six, break off the attack and
     land.

                         MAJOR MANDIBLE
               And don't come back, you sissy!

     MAJOR MANDIBLE, Ant Team Six's lethal commander, steps into
     frame.  He's the one-eyed killer we met in the bar earlier.
     The rest of his team fan out to search the area.

                         MANDIBLE
               Talk to me.

                         COMMANDO ANT
               Z and the Princess were here, sir.
               Signs of a struggle.

                         MANDIBLE
               Let's get a read on that feremone
               track.

                         COMMANDO ANT #1
                      (to the others)
               Get the sniffer!

     Two other commandoes come running up with what looks like a
     piece of machinery on a tripod -- only it's an ant -- a
     highly specialized, blind ant with an incredibly acute sense
     of smell.

                         TRACKER ANT
               Bala...find Bala...

     The tracker, drool running out of its long proboscis, sniffs
     the air and starts signalling like a geiger counter...

                         TRACKER ANT
                      (as he's swivelled)
               Nnononononononoyeahyeahnononononono
               no...

     Finally the tracker stops swivelling, pointing in one
     direction and saying, "Yeahyeahyeahyeah..."

                         COMMANDO ANT #3
               Got 'em!  Ten clicks from here!

                         MANDIBLE
               Z -- you dirt-digging, fancy-dancing,
               wisecracking, royalty-grabbing, rebel
               SCUM!
                      (yelling into the
                       distance)
               I AM COMING FOR YOU!  YOU ARE ONE
               DEAD ANT, MISTER!

     Mandible's muscles bulge.  The veins in his head throb.  This
     is one ass-kicking ant.  Even Mandible's troops look scared
     of him.

                         MANDIBLE
               Let's MOVE!  GO, people!  GO!  GO!
               GO!  GO!  GO!

     Ant Team Six takes to the air, heading in the direction
     indicated by the tracker ant.

     INT. TRASH BAG - DAY

     Darkness.  Out of it we hear the voices of Z and Bala.

                         BALA
               Come on, Z.

                         Z
               Forget it.  You go ahead, I give up.
               I...I don't know what I was thinking.
               "Insectopia".

     In one corner of the screen, we can see an irregular little
     hole through which a shaft of light is falling.  Bala
     proceeds towards it, the hole appears to get bigger and
     bigger...

                         Z
                      (defeated)
               There's only one thing worse than an
               ant who goes around mindlessly
               following orders, and that's an ant
               who's too dumb to go around
               mindlessly following orders.

     Bala stops...she notices that they're being watched.  She's
     emerging from a tied off garbage bag -- the yellow ties loop
     away gracefully.  Bala and Z have been tossed into a garbage
     area.  And above them and below them, peering from garbage
     cans, recycling containers, bags, etc., a multi-cultural
     assortment of insects are regarding them.

     A laid-back FLY voices their thoughts.

                         FLY
               What's with the bummer attitude?

     A nearby BUTTERFLY joins in.

                         BUTTERFLY
               Yeah -- nobody stresses out in
               Insectopia!

                         BALA
               Did you say...

                         Z
                      (joining Bala)
               ...Insectopia?

     Z and Bala look around.  Just to get things straight, the
     garbage dump doesn't look disgusting -- that would be seeing
     it through human eyes.  Instead, we're looking at it through
     ant eyes -- and, reimagined this way, it's Paradise.  Not the
     ordered, sterile, paradise of the picnic, but an earthly land
     of plenty.

     The sides of the plastic garbage bags are sheer, reflective
     walls of smoothest obsidian...the garbage cans are gigantic,
     thick metal columns put there by the gods (think the
     pyramids); a coke bottle, refracting the sunlight into a
     gorgeous rainbow, trickles a fountain of sweet nectar into
     the pink, bittersweet flesh of a grapefruit half, which
     appears as a multi-chambered concave dome.  Everywhere,
     insects are disporting themselves -- a multi- species love-in
     that's like an insect version of Woodstock.

     Bala and Z are awe-struck.  Bala turns to Z.

                         BALA
                      (happily)
               Z, we made it!

                         FLY
                      (alighting on the
                       grapefruit)
               C'mon in!  The nectar's fine!

     Like a kid at an amusement park, Z slides down the smooth
     side of the garbage bag, whooshing this way and that until he
     slides into one end of a straw (a red and white striped
     tunnel), and is shot out...

                         Z
               Yippeeeeee!

     ...into a bottle-cap filled with lemonade, which he
     alternately drinks and swims through...

     Down at the bottlecap, Z is drying himself off.  Then he
     sees, emerging from behind a lemon peel, a gigantic TERMITE.

                         Z
                      (terrified)
               AAAAAGH!!!

     Surprisingly, the termite seems equally terrified...

                         FLY
                      (to Z)
               Hey, take it easy!  There's nothin'
               to be afraid of!

                         Z
               Yeah, well, I make it a practice not
               to trust anyone who shoots acid out
               of their forehead.

                         CRICKET
               Dude, here in Insectopia, we don't
               judge people by how many arms and
               legs we've got.

                         FLY
               Yeah, back home, they called me a
               fruitfly.  But here, I'm known
               as...
                      (with attitude)
               Superfly.

                         CRICKET
               Anyway, big Gus is mellow.

     The termite sticks his hand out.  A drop of acid drips from
     his head and splashes at Z's feet.

                         Z
                      (taking his hand,
                       disgusted)
               Charmed.

     Z reaches out and shakes the termite's hand, as Bala watches,
     smiling.

                                              CUT TO:

     EXT. INSECTOPIA - NIGHT

     The insects are having a cookout, their faces illuminated by
     the still-red ember of a match.  Platters heaped with food
     lie untouched as they pat their bellies...

     Z and Bala sit next to one another, smiling shyly as if they
     had just met for the first time.

                         Z
               So...you never did tell me...what
               made you come out to the worker bar
               that night?

                         BALA
               Just looking for fun, adventure,
               trouble, I guess.

                         Z
               Well, "trouble" is my middle name.
               Actually, my  middle name is .985,
               but I don't tell people.  Hey, Bala,
               I...I actually have something of
               yours...you left it at the bar that
               night.

     Z takes out Bala's scarf, which he's been keeping folded in
     a pocket.

                         Z
               Sorry, it's been through a war, not
               to mention everything else...

                         BALA
               You held onto this all that time?

                         Z
               Well, I...I know it's a little
               strange, but...I thought it might
               come in handy if I...needed a scarf
               someday.
                      (embarrassed)
               Well, to be honest, I just liked
               having it.

     He hands it back to her.  Bala looks at Z, frankly, openly.
     For a moment Z is shy.  Then he looks at her too.  They're
     two lovers, leaning closer, about to have their first kiss,
     when --

                         BEETLE
               Hey Z!

     The moment is wrecked.  Z looks up.  A chubby beetle stands
     there with Gus the termite.

                         BEETLE
               Wanna bring back dessert?  There's a
               thirty foot long blimp in the next
               can, made completely of chocolate!

                         Z
                      (annoyed)
               Sure.  I wasn't busy or anything.

     Z gets up to go with them.

                         Z
               Great timing, guys.  Ever wonder why
               they call you "pests"?

     EXT.  INSECTOPIA, TOP OF CAN - NIGHT

     As Ant Team Six lands and takes up position above the feast.
     The tracker ant is going nuts.

                         TRACKER ANT
               Yesyesyesyesyes --

     One of the commandoes puts his hand over the tracker's mouth
     to shut him up.  Mandible communicates with his troops by
     pulling down his one functional antenna and gruffly
     whispering into it, as though it were one of those commando
     headsets.  His troops do likewise.

                         MANDIBLE
               Talk to me.

                         COMMANDO #1
               I've got a read on the Princess --
               but target Z isn't accounted for.

                         MANDIBLE
               Let's move in.

     EXT. INSECTOPIA - NIGHT

     Back at the feast, a cricket strums on his legs like a
     guitar, opining about life and the universe to a bunch of
     other chilled-out, hippyesque insects...Bala taps her feet to
     the song.

                         CRICKET
               What if, like...we're just these tiny
               little things, and we're just like
               part of this whole other huge
               universe, that's like, so big we
               don't even know it exists?

                         LADYBUG
               Man...that's so deep...

     At that moment Ant Team Six rapels down from the top of the
     garbage bin, landing amongst the insects.

                         MANDIBLE
               EVERYBODY DOWN!

     The cricket gets up to confront Mandible, but Mandible cold
     cocks him with a right to the jaw.  The other insects, too
     surprised to fight, just do as they're told.

                         MANDIBLE
               Alright, you hippy scum!  Make one
               move and I'll exterminate you!

     A couple of commandoes grab Bala by the arms and heave her up.

                         BALA
               Stop!  You don't understand!

                         MANDIBLE
               I don't have to understand, Missy --
               I've got orders.  Now where's Z?

                                              CUT TO:

     INT. INSECTOPIA - NIGHT

     Z, the termite, the beetle and the fly are happily carrying
     a huge M&M back to the feast.

                         FLY
               Man, your girl is fly, know what I'm
               saying?

                         Z
                      (overdoing it)
               Oh, Bala?  I guess she's okay, you
               know, for a princess.  I mean, I
               usually date queens, or you know,
               empresses, because sometimes the
               lesser nobility are too much in awe
               of my smouldering sensuality.  Please
               stop me if I'm making you feel
               inadequate.

     They throw down the M&M, which lands with a THUD.  Z notices
     that the rest of the insects look spooked.

                         Z
               What's the matter?  This place is as
               cheery as a Roach Motel at check-out
               time.

     Z looks around.

                         LADYBUG
               Bala's been kidnapped!  Some flying
               ants took her back to the colony!

                         Z
               She's been kidnapped?!  But I can't
               live without her!

     Z just stands there, heartbroken.

                         Z
                      (determined)
               I'm going back.  I've got to get her.
               Who'll come with me?

     Z looks around.  Nobody's volunteering.  Nothing but sheepish
     looks and shuffling from the insects of Insectopia.

     Z looks disheartened.  He's about to leave when --

                         MALE WASP (O.S.)
               I'll go.

     The male wasp is hovering nearby.

                         Z
                      (surprised)
               You?!

                         MALE WASP
               I know what it's like to lose
               someone...I keep hearing the sound of
               Muffy's flapping wings...so I'll take
               you.

     Z hops on the wasp's back.

                         Z
               Let's go, pal!

     The wasp takes off, leaving the other insects looking a
     little chastized.

                         FLY
               Geez.  I feel like a real stinkbug.

                                              CUT TO:

     EXT. SKY ABOVE COLONY - MORNING

     The wasp and Z fly high above the colony...

                         Z
               Wow...I never saw things this way...

     From here, we can see the whole layout of the land around the
     colony...the "desert" (an asphalt path) and across it, the
     "lake" (the overflowing water fountain)

                         Z
               Things look so close together from up
               here...there's the desert...and the
               lake...
                      (thinking about
                       something)
               it's not far from the colony at all...

     Suddenly, the wasp bounces up and down in the air.

                         MALE WASP
               Sorry.  Turbulence.

     INT. FORMICA'S CHAMBERS - DAY

     Formica sits at his desk, going over some plans.  Formica's
     chambers are located inside a snake skull, with the eye
     sockets serving as windows, and the mouth serving as a door.
     The walls are hung with trophies -- the heads of other
     insects.

     Ant Team Six burst in the doors of Formica's office, carrying
     the struggling and kicking Bala.  One of the commandoes sets
     the tracker ant one the floor...then Formica gets up from his
     desk as the commandoes bring the princess to him.

                         FORMICA
               Princess Bala.  Good.
                      (with urgency)
               Where's Z?

     Bala replies warily.

                         BALA
               He's...he's dead.
                      (covering for Z)
               You don't have to look for him
               anymore.  He was eaten by a praying
               mantis.

                         FORMICA
                      (regretfully)
               It's a shame he died prematurely...I
               was hoping to kill him myself.

                         BALA
               Well you'll never be able to hurt him
               where he is now.
                      (sadly)
               I miss him already.

                         FORMICA
                      (surprised)
               You miss him?  Why?

                         BALA
                      (angry)
               Because...because he's twice the ant
               that you are.  I could never go
               through with marrying you.  I'm --
               I'm an individual, and when I get
               married, it'll be to someone I choose.

     The soldiers look shocked.  For a moment, Formica looks
     furious.  Then he just shrugs.

                         FORMICA
                      (shaking his head)
               Princess Bala, I'm just a simple old
               soldier, and the ways of the feminine
               mind are a little too complex for me.
               But one thing I do know is, there are
               more Princesses where you came from.
               I just hope they're not all like you.
               In the meantime, maybe we can arrange
               for you to see Z again after all.

     He gestures to the commandoes, who drag her out the door.  We
     notice that the tracker ant has been left behind.

     EXT. ANT MOUND - DAY

     Z hops down from the wasp, who has landed near the entrance
     to the colony.

                         MALE WASP
               Good luck, Z.  For a wingless insect,
               you're alright by me.

                         Z
               Thanks, Chip.

     They shake hands and the wasp flies off.

                         Z
                      (to himself)
               How am I going to get in?  The place
               is crawling with soldiers!

     Z starts for the nearest entrance -- but he's spotted by a
     couple of SOLDIER ANTS.

                         SOLDIER ANT
               You there!  Worker!

     Z's caught -- it's over.  He turns around with his hands up.

                         Z
               Don't bite!  I surrender!

                         SOLDIER ANT
               What are you doing out here!  All
               workers are to remain inside the
               colony, by orders of General Formica!

     Z can't believe his luck -- and his curiosity is piqued.

                         Z
                      (heading inside)
               Well...if you insist...

     INT. MEGATUNNEL - DAY

     The Queen, with Formica striding at her side, is carried by
     a personal escort of fifty or so struggling workers to the
     bottom end of the Mega Tunnel, where a red ribbon waits to be
     cut.

                         QUEEN
               Very impressive, General.

     Behind her, hundreds of thousands of workers are crowded,
     looking confused and expectant.  Some of them clutch little
     flags and noisemakers...

                         MANDIBLE
               Wave that flag, you maggot!

     ...which we see are being handed out to them by Ant Team Six.

                         FORMICA
               Is there anything wrong, your majesty?

     The Queen is looking around unhappily.

                         QUEEN
               It's just...How I miss Bala.  I wish
               she were here for this special moment.

     Formica warmly places his hand on the Queen's shoulder.

                         FORMICA
                      (falsely supportive)
               She is, your majesty.  She is.

     The CAMERA heads up the long, long tunnel, where we see...

     INT. MID SKYLIGHT TUNNEL

     Bala, tied and gagged.  She's at the point in the Megatunnel
     where it begins to curve upwards towards the surface.  She
     struggles against her bonds, but can't get loose.

                                              CUT TO:

     INT. ANT MOUND - DAY

     Elsewhere in the colony, a column of soldiers marches by, and
     we hear the TROMP-TROMP-TROMP of their boots.  When they've
     gone, Z pokes his head out from behind a pile of dirt...he
     heads in the opposite direction of the soldiers...

     INT. OUTSIDE FORMICA'S CHAMBERS - DAY

     Z creeps around the outside of Formica's chambers.  This part
     of the colony seems to be deserted.

                         Z
               Geez, this place really empties out
               in August.  Where is everybody?

     Z walks up to the skull that houses Formica's chambers and
     peeks in the eye socket.

     INT. FORMICA'S CHAMBERS

     Inside, the Tracker Ant, who's been left behind, switches
     "on", eyes glowing.  Z enters the chamber cautiously.

                         TRACKER ANT
                      (sniffing)
               Z!  Z!  I smell Z!

     For a moment, Z's afraid.  Then he sees the small Tracker Ant
     doesn't seem hostile.

                         Z
               You "smell" me?  Well look, I -- I've
               been out in the wilderness for a
               while, and --

     The tracker ant keeps sniffing.  Z waves his hand in front of
     the blind ant's eyes.

                         Z
                      (getting it)
               Hey, wait, you're...you're one of
               those pheremone sniffers, aren't you?
               Maybe you can help me...I'm looking
               for a friend of mine, Princess Bala.

                         TRACKER ANT
                      (enthusiastic)
               Bala!  Yeahyeahyeahyeahyeah!  Find
               Bala!  Yeahyeahyeahyeah!

     Z picks up the tracker ant.

                         Z
               Just remember, I met her first.

     Z, carrying the little tracker ant, heads out, following its
     lead...

     Through this and that passage, as the Tracker Ant gets more
     and more insistent...And finally straight to a blank wall.

                         TRACKER ANT
               Yeahyeahyeahyeahyeahyeahyeah...

                         Z
               Bala's through there?

                         TRACKER ANT
               Bala...Yeahyeahyeahyeahyeahyeah...

                         Z
               Great.  More digging.  This is why I
               left in the first place.

     Z can answer his own question.  He puts down the tracker ant,
     with a look on his face like a kid forced to eat broccoli,
     starts digging through the wall...

     INT. SKYLIGHT APEX - DAY

     Meanwhile, A member of Ant Team Six -- the stupidest member,
     in fact, waits at the very top of the tunnel, where it
     narrows almost to a point.  He's hanging from a winch, and
     has a little hammer and chisel in his hand.  He's WHISTLING,
     awaiting instructions.

     INT. MEGA-TUNNEL - DAY

     Z emerges from the tunnel he's dug, spits a load of dirt out
     of his mouth and wipes his hands off.  Nearby, Bala lies
     there, bound and gagged.

                         Z
               Bala!

     Z unties Bala and undoes her gag.

                         BALA
               Z!  You came back!

     They HUG.

                         Z
               Why do they have you tied up here?

                         BALA
               There's something going on, Z --

     From here, Z can see far down the tunnel to where the crowd
     is gathering.

                         BALA
               They're having a ceremony to open the
               Megatunnel...

     We can hear the sound of WATER SHIFTING somewhere above.  He
     looks up the tunnel...in the distance, we can make out the
     silhouete of the commando set to break open the wall...

                         Z
               Bala, that -- that lake we found --
               I think the tunnel's right underneath
               it!
                      (horrified)
               -- Formica's going to flood the
               colony!!!  That's what he meant when
               said there were too many ants!

                         BALA
               Oh no...

     Bala looks too shocked to move.  Z starts pushing her into
     the tunnel he made, and starts heading down towards the crowd.

                         BALA
               Z!  what are you doing?

                         Z
               I know it's crazy, but -- I can't
               just leave.  Don't argue with me.  If
               I've learned anything, it's that the
               problems of two people don't add up
               to a hill of ants in this world.  Or
               beans.  Something like that.  Anyway,
               I've got to warn the others.

     Z looks into Bala's eyes.

                         Z
               Head for the surface, Bala.  If I
               don't make it, well...we'll always
               have Insectopia.

     Z kisses Bala.  Then he starts running down the tunnel
     towards the crowd...

                         BALA
                      (following him)
               Z!!! Wait for me!

     INT. ANT MOUND - DAY

     All the SOLDIERS are filtering out of the assembly area,
     leaving the workers behind.  As his troops march by, Formica
     steps to the side and hands the Queen a pair of scissors to
     cut the ribbon strung across the Megatunnel.

                         FORMICA
               Your majesty, I'm afraid matters of
               state keep me from attending the
               ceremony.

                         QUEEN
               But General -- this tunnel is your
               baby!  You're sure you can't stay ?

                         FORMICA
               'Fraid not, your majesty.
                      (with regret)
               Goodbye, your majesty.

                         QUEEN
               Very well, General -- I know you --
               all work and no play!

                         FORMICA
               Alright, let's move out!

     Formica, surrounded by his bodyguards, hurries off as the
     Queen readies to cut the ribbon...

                         QUEEN
               In the name of the colony, I declare
               this tunnel open!

     INT. MEGA-TUNNEL - DAY

     Z and Bala sprint towards the bottom end of the tunnel...

                         Z
               Stoooooop!

     -- and then pull back to see Queen cut the ribbon -- she
     looks up and sees --

                         QUEEN
               Bala!

                         BALA
               Mom!

     Z calls out to the crowd.

                         Z
               Listen up!  We've all got to get out
               of here!  This place is going to
               flood!

     The workers are unconvinced.

                         WORKER #1
               Are you nuts?

                         Z
               You've got to believe me!

                         WORKER #2
               Oh yeah?  What makes you so special,
               Mr. Know-It-All?

                         Z
               I'm Z.

     The workers are even more sceptical.  A laugh goes up from
     the crowd.

                         WORKER #3
               You're Z?  Gimme a break!  Z's ten
               milimeters tall!

                         WORKER #4
               -- and he can kill termites with his
               bare hands!  You're just some scrawny
               worker with a mental problem!

                         Z
               I am Z!

                         WORKER #1
               No you're not!

                         WEAVER
               Yes he is.

     Weaver steps out of the crowd.

                         Z
               Weaver!

     Weaver runs up to Z and hugs him, starting to cry.

                         WORKERS
               Hey...it is Z...listen to what he
               says! [etc].

                         WEAVER
               Z...I'm so sorry!  I --

                         Z
               Don't worry about it, pal.

     Nearby, Bala and the Queen hug.  The Queen looks over at Z.

                         QUEEN
                      (distastefully)
               Oh...it's that social-climbing worker
               again -- what does he want?

                         Z
                      (in response)
               To save you all!  Now we've got to go!

                                              CUT TO:

     EXT. ANT MOUND - DAY

     Outside of the colony, where Formica, surrounded by the army,
     gives a signal to Mandible by drawing his finger across his
     throat...

                         MANDIBLE
                      (talking into his
                       antenna)
               Let 'er rip!

     INT. SKYLIGHT APEX - DAY

     AT THE TOP OF THE TUNNEL, the commando starts chiseling away
     furiously at the wall...and nothing but dust falls down.  The
     commando looks at the dust as it falls down, down the long
     tunnel...he looks up at the dry wall...Hmmm...

     Then...

     THE WALL BURSTS OPEN.

     And a TORRENT starts pouring out -- swallowing the terrified
     commando as if he were a crumb and heading down the tunnel
     like a freight train, ripping up the walls as it goes...

     INT. EARLY MEGA-TUNNEL - DAY

     Everyone turns to hear the rumbling sound coming down the
     tunnel --

                         AZTECA
               Listen!

                         WORKER #1
               He's right!!!

     From here, we can see deep into the tunnel, at the point
     where it levels out...and the torrent can be seen rushing
     down at them...

                         Z
               LET'S MOVE IT!

     All of a sudden there's panic as every ant tries to scramble
     away from the oncoming water...in the confusion, the Queen's
     bearers drop her and scramble over her.

                         QUEEN
               You there!  Stop!  I say!

     The Queen turns, and for a brief moment is silhouetted
     against the white-capped torrent of water...

     ...and then she picks her abdomen up like a skirt and high
     tails it away from the torrent, running so fast that she
     passes some of her bearers on the way...

     And then the torrent spits out of the mouth of the
     Megatunnel, quickly filling up the chamber and branching into
     all of its side tunnels, as we see:

     A group of workers RUNNING up a side tunnel and getting
     consumed by a wave, which crashes down on them like a hand
     slapping a table...

     Another group, the members of which are getting swallowed up
     one by one; one of the ants runs up on the ceiling of the
     tunnel and keeps on going, upside-down...it works for a while
     but eventually he, too is swallowed up...

     -- In the Nursery, nurses are evacuating stacks of crying ant
     babies...

     In one of the larger access-tunnels, down which thousands of
     workers are fleeing, a group of ants turns and decides to
     make a stand for it -- they link up in a mass and form a
     LIVING DAM.  It holds for a while but then BURSTS scattering
     and smashing ants along the sides of the tunnel before eating
     them up...

     And we...

                                              CUT TO:

     INT. TOWN CENTER - DAY

     The huge main chamber of the colony, where most of the
     workers -- as well as Z, Bala, Weaver, Azteca, and the
     Queen -- have run to.

     The chamber is rapidly flooding from all sides.  Water flows
     out of every escape tunnel the workers try...and the crowd is
     becoming more and more closely packed together as the waters
     rise around them.

                         AZTECA
               There's no way out!

                         QUEEN
               We're all going to drown!!!

                         BALA
               Z...what can we do?

     Z clenches his fist...he feels utterly powerless...then he
     shouts...

                         Z
               Dig!

     The workers turn to look at him questioningly.

                         Z
               We've got to dig a trench around us!

     -- But one of the workers raises his hands.

                         WORKER #1
               Uh...we don't dig any more.  We're
               individuals.

                         WORKER #2
               Yeah.  We're too important to dig.
               You taught us that, Z.  You hate
               digging!

                         Z
                      (at his wits end)
               Yeah, but I hate drowning more!  Now
               dig!

                         WEAVER
               You heard the ant -- DIG!!!

     The workers start to dig a circular moat around themselves,
     passing the dirt back into the middle of what remains of the
     dry ground.

     -- But they seems to be making little headway against the
     water as it continues to rush in...

     The ant labor we saw up to now were nothing compared to
     this.   As the moat gets deeper, the pile grows higher and
     higher...Weaver is digging up huge chunks of earth...nearby,
     Azteca is digging like crazy too...Z runs around, directing
     traffic and encouraging the workers...

                         Z
               That's it!  Pass the dirt back to the
               center!  Go on!

     Nearby the Queen stands there, looking squeamish.

                         Z
               Your highness...time to get your
               hands dirty!

     Gingerly, the Queen reaches out for a clod of dirt...and
     passes it along.  Next thing you know, she's practically
     crushed by a huge load thrown up by Weaver.

     The water keeps rushing in...but now we notice that...

     ...the pile of dirt in the middle of the "island" created by
     the digging of the moat is growing higher and higher,
     reaching up towards the ceiling of the chamber...

     ...And the water is getting swallowed up by the moat,
     swirling around angrily.

     Now Z looks up, and sees that with a little more effort they
     can reach the top --

                         Z
               We need to form a scaffolding around
               this mound -- let's DO IT!

     The workers start to cluster around the mound, covering it,
     forming a tight network of living bodies around the mound up
     towards the ceiling...

                         Z
               Now climb!

     The ants start to scale the scaffolding, up towards the top
     of the chamber...it's a swarming mass of ants, hauling each
     other up, giving each other legs up, climbing ever and ever
     higher towards the top...

     Where they start to dig through the very ceiling...

     ...as, at the bottom of the mound, Z starts to organize the
     hauling away of the Queen, as though she were a big cargo
     container...

                         Z
               Okay boys -- take her up!

     Z slaps the Queen on the butt, and she's winched away on a
     cable composed entirely of ants linked arm in arm like those
     plastic toy monkeys...

     EXT. ANT MOUND - DAY

     ...And Azteca's head pokes through the ground...she hauls
     herself up, and hundreds of ants pour up from the ground,
     widening the hole...

     INT. TOWN CENTER - DAY

     The water is rising...but almost all of the ants have
     escaped...Z clambers up the mound, as the scaffolding of ants
     rolls up from the bottom....

     And the rushing water finally wears down the earthen core of
     the structure.  As Z hauls himself through the hole in the
     ceiling.

     The entire structure collapses into the angry waters below,
     which seem furious to have missed their prey...

     EXT. ANT MOUND - DAY

                         WORKER
               He did it!  Z!  Z!  Z!  Z!  Z!

     The "Z" cheer goes up, with everyone joining in.  But the
     jubilation is short-lived, for, appearing on the ridge,
     surrounding the workers, is FORMICA'S ARMY, circling the mass
     of workers, backing them in towards the roiling water behind
     them.  Formica himself appears in the front lines, with
     Carpenter and Mandible at his side.

                         FORMICA
               Z.  I should have known.  All that
               work, all that preparation, come to
               nothing.  All because of one stinking
               ant.

     He steps forward to address the surrounded, trapped workers.

                         FORMICA
               ALRIGHT.  WHICH ONE OF YOU IS Z?

     The workers, trembling but silent, cower inside the unbroken
     circle of soldiers.

                         FORMICA
               WHAT ARE YOU, DEAF?  I ASKED YOU,
               WHERE'S Z?

     Formica laughs, shaking his head.

                         FORMICA
               Folks, you may have survived that
               flood, but there's no way you're
               gonna escape from me.  I'll make you
               a deal.  Hand over the rebel leader
               Z, and you survive.

     This sends a ripple of murmurs through the workers.

                         FORMICA
               But if you don't hand him over,
               you're all going to die, each and
               every single..."individual" one of
               you.

     The workers all look at each other.

                         FORMICA
               What shall it be, workers?

     The workers remain frightened but silent.  Z trembles,
     terrified.

                         FORMICA
               Have it your way.

     As Formica raises his swagger stick to order the attack, a
     lone figure steps out from the crowd.

                         Z
               Wait...

     Z stands there, shivering with fear.

                         Z
               ...I'm Z.

     For a moment, Z stands alone, under the glare of Formica's
     gaze.

     Then another figure steps out from the throng of workers.

                         WEAVER
               No, I'm Z.

     Z turns, astonished, to see Weaver, still and unwavering,
     bravely risking his life for his friend.  Then, AZTECA also
     steps forward.

                         AZTECA
               I'm Z!

     Next, Bala comes forward.

                         BALA
               No, I'm Z.

     More and more ants step forward.

                         WORKERS
               I'm Z!  I'm Z!  I'm Z and so is my
               brother!  I've been Z for weeks now!

                         QUEEN
                      (regally)
               We are Z.

     Now, the workers are all shouting the same declaration.

                         ALL
               I am Z!  I am Z!  I am Z!

     Z is plainly flabbergasted.  Formica is outraged.  He gives
     the signal.

                         FORMICA
               ATTACK!

     The army swells forward on all sides, pushing the workers
     towards the swirling water.  Some workers surround the Queen
     to protect her.  All seems lost, when THE FLY from Insectopia
     alights on the rim of the horizon.

                         FLY
               Hey, guys!

     THE WASP appears on the other side of the horizon.

                         WASP
               It's them!

     Suddenly, on all sides, A MASSIVE INSECT ARMY appears on the
     ridge, looking not unlike ambushing Indians in a John Ford
     film.  Formica's soldiers stop in their tracks, awed by the
     unfolding spectacle.  It looks like all of Insectopia has
     turned out: spiders, caterpillars, rhinoceros beetles, all
     manner of creatures crawling and flying have shown up, and
     now surround the army, dwarfing them.

                         WASP
               Are these hooligans giving you
               trouble, Z?

                         FLY
               Say the word, Z, and we kick their
               butts.

     The ant army remains frozen, unsure of what to do next.
     Formica is furious.  If ants had veins, Formica's would be
     bulging out of his face.

                         FORMICA
               What are you doing?!  ATTACK!!
                      (berating his army)
               Come on, you yellow-bellies!
                      (turning on Carpenter)
               Don't just stand there, Carpenter!
               Make an example of yourself!

                         CARPENTER
               Uh, actually, we are outnumbered
               sir...

     Formica turns towards the insects gathered against him.  With
     his chin raised pridefully, Formica steps forward, and
     CHARGES Z!

                         FORMICA
               AHHHHHHH!!

     Formica runs so quickly and with such force that his helmet
     blows off his head.  Z's eyes get big, he stumbles backwards,
     slipping, and Formica goes flying over him, toward the
     whirlpool behind.  He scrabbles at the edge of the water, and
     then tumbles over.

     For a moment, it looks as if he's gone.

                         FORMICA (O.S.)
               Help...help me...

     Z goes to the edge of the precipice and looks over.  Formica
     is struggling in the waters of the very flood he created,
     which are roiling not far below.  He looks up into Z's eyes,
     a new expression crossing his features: fear.

                         FORMICA
               Please...I...I can't swim...Help me...

     Formica goes under for a bit, then his head comes up again --
     but he's not going to be able to stay afloat for long...

     Suddenly he sees a line dropped down.  Above, Z looks down on
     him.

                         Z
               I thought you said that the life of
               one ant doesn't matter.

     Formica looks at the line...and in that moment seems to
     realize his error...

                         FORMICA
               I guess it does...to the ant.

     Formica reaches up and takes the line, and is pulled up by Z
     and a bunch of other ants (the line, we see, extends from a
     nearby spider, one of the cavalry from Insectopia).

     Formica is left, broken and alone, by the precipice, while
     HORDES OF ANTS surround Z to congratulate him.  Bala fights
     her way to his side and the two of them embrace.  Then the
     ants pick up Z and Bala, and, CHEERING, bear them away.

     Only Carpenter stays behind.  He walks up to Formica,
     carrying his dented and dusty helmet.  He cleans it the best
     he can with his jacket sleeve and hands it to his fallen
     general.

                         CARPENTER
               Sir, if it's any consolation, I still
               think you're completely worthless as
               an individual.

                                              FADE TO:

     CLOSE UP OF Z

     As he addresses the audience, stand-up style.

                         Z
               So, uh, that's pretty much it.  Just
               your basic "simple worker overthrows
               the government and winds up with the
               princess" kind of a story.
               You know: there was the big parade
               and everything...

                                              CUT TO:

     INT. TOWN CENTER - DAY

     A HUGE ASSEMBLY OF ANTS applauds as Z who is given a medal by
     the Queen.

                                              CUT TO:

     GENERAL FORMICA'S FACE, looking extremely dispeptic.

                         Z (V.O.)
               General Formica was almost
               unemployable.  He eventually got a
               gig as a honeydew keg.

     PULL BACK TO REVEAL Formica clinging to a wall, his belly
     hideously distended with honeydew.

                         Z (V.O.)
               The Queen asked me to take over his
               job, but I said "Sorry, but I'm
               really not the general type.  I'm
               more the specific type."  So they
               gave the job to Weaver instead.

                                              CUT TO:

     WEAVER, in Formica's old office, in a general's uniform, his
     feet up on Formica's desk, smoking a cigar.  Carpenter is on
     his hands and knees scrubbing the floor.

                         Z (V.O.)
               Weaver cut the defense budget in
               half.  Now we only have an army of
               five million.

     cut back to

     Z, ADDRESSING THE AUDIENCE.

                         Z
               And me, I guess you could say that I
               lived happily ever after.

     Bala enters the frame, embraces and kisses him.

                         Z
               I mean, I've got the whole package,
               right?  A great life, a beautiful
               wife, and a few kids.

                         BALA
               A few?

     WE PULL BACK TO REVEAL

     INT. Z'S HOUSE - DAY

     Z and Bala stand in the midst of their living room, up to
     their knees in THOUSANDS OF CHILD ANTS.  The children cover
     every horizontal surface.  They run around, cry, laugh, and
     tease each other.  Z looks around the room, looks back at us,
     and shrugs.

                         Z
               Well, so nothing's perfect.  But you
               know?  I wouldn't change a thing.

     The camera pulls up...and away from the ground...to reveal
     that this whole story has been taking place in a small area
     of CENTRAL PARK.  We pull back and back, and see all the
     familiar landmarks from the story: the bike path, the
     drinking fountain, etc.  We tilt up into the NEW YORK
     SKYLINE.  BIG MUSICAL FLOURISH.

     FADE OUT.

     THE ENDA N T Z











     CHARACTERS                                            VOICES

     "Z"...............................................WOODY ALLEN
     "WASP #1".........................................DAN AYKROYD
     "WASP #2".........................................JANE CURTIN
     "GEN. FORMICA"...................................DANNY GLOVER
     "MANDIBLE".......................................GENE HACKMAN
     "AZTECA".......................................JENNIFER LOPEZ
     "DRUNK SCOUT"....................................JOHN MAHONEY
     "WEAVER"...................................SYLVESTER STALLONE
     "PRINCESS BALA"..................................SHARON STONE
     "QUEEN"..........................................MERYL STREEP
     "CARPENTER"................................CHRISTOPHER WALKEN








                         Z (O.S.)
                      (over a dark screen)
               All my life, I've lived and worked in
               the big city...

     We see:

     EXT. AN ANT MOUND - DAY

     The camera swoops towards the entrance, then dives inside,
     past a couple of tough-looking soldier ants who stand at the
     gates of the ant colony like insect bouncers...into an access
     tunnel that snakes this way and that, past a row of ants
     plodding along...

     ...and into the MAIN CHAMBER of the colony, a huge, teeming
     vista that seems to stretch away forever, filled with ants
     rushing here and there on their business.  We see -- a
     "traffic cop" directing foot traffic, waving his arms like
     crazy so both sides move at once -- a column of soldier ants
     marching along in formation -- a chain of ants letting down
     a matchbox elevator filled with workers.

                         Z (V.O.)
               ...which is kind of a problem, since
               I've always felt uncomfortably in
               crowds.

     INT. MOTIVATIONAL COUNSELLOR'S OFFICE - DAY

     We join Z, a worker ant with issues.  He's lying on a couch,
     recounting his woes.

                         Z
               I feel...isolated.  Different.  I've
               got abandonment issues.  My father
               flew away when I was just a larva.
               My mother didn't have much time for
               me...when you have five million
               siblings, it's difficult to get
               attention.
                      (pause)
               I feel physically inadequate -- I've
               never been able to lift more than ten
               times my own weight.  Sometimes I
               think I'm just not cut out to be a
               worker.  But I don't have any other
               options.  I was assigned to trade
               school when I was just a grub.  The
               whole system just...makes me
               feel...insignificant.

                         MOTIVATIONAL COUNSELLOR
                      (enthusiastic)
               Terrific!  You should feel
               insignificant!

     For the first time, we see the ant MOTIVATIONAL COUNSELLOR.
     He's a mixture of Tony Robbins and Ron Popiel (the
     hyperactive late-night TV huckster, and founder of "Ronco").

                         Z
               ...I should?

                         MOTIVATIONAL COUNSELLOR
                      (hopping around
                       enthusiastically)
               YES!!!  You know, people ask me,
               "Doctor, why are you always happy?"
               And I tell them it's mind over
               matter.  I don't mind that I don't
               matter!  Do you get it?  Do you get
               it?

     Z gives a fake smile.

                         MOTIVATIONAL COUNSELLOR
                      (incredibly "up")
               Z, we're part of the fastest growing
               species in the whole world!

     The counsellor rolls down a chart from the wall.  An arrow
     shows ant population going up, up, up.

                         MOTIVATIONAL COUNSELLOR
               Ask me why we're so successful.

                         Z
               Why are we so successful?

                         MOTIVATIONAL COUNSELLOR
               I'm glad you asked me that question!

     The motivational counsellor opens some blinds...and we see a
     vista of the ant-filled chamber below.

                         MOTIVATIONAL COUNSELLOR
               What do you see out there?

                         Z
               ...Ants...

                         MOTIVATIONAL COUNSELLOR
               Right!  Ants!  Millions of creatures,
               each with his assigned task, all
               pulling together!

     Down below, we see a group of ants carrying a boulder up an
     incline.  One worker ants slips, and the boulder rolls down,
     crushing his leg.  The other ants rush over -- it looks like
     they're going to help their fallen comrade, but instead, they
     climb right over him, and pick up the boulder, continuing
     with their task.

                         MOTIVATIONAL COUNSELLOR
               You see?  Being an ant is being able
               to say, "Hey -- I'm meaningless,
               you're meaningless."

                         Z
               But -- but I've always felt life was
               about finding meaning...and then
               sharing it with someone special,
               someone you love.

     The motivational counsellor puts his arm on Z's shoulder...he
     seems to understand...

                         MOTIVATIONAL COUNSELLOR
               Z...you need help.
                      (looking at a clock)
               Whoops!  We're gonna have to stop
               there.  Your minute is up!

     The counsellor ushers Z out of his seat and towards the door.

                         MOTIVATIONAL COUNSELLOR
               Now back to work!  We've made real
               progress!  Remember -- let's be
               best superorganism we can be!

     INT. EARLY MEGA-TUNNEL - DAY

     A gigantic tunnel, with the size and scale of the "Chunnel".
     A banner strung overhead reads: "The Mega-Tunnel -- Tunneling
     Our Way to a Bright Future!"  Along the walls hang 50's work-
     incentive style posters with messages like, "You asked for
     it, you got it -- more work!" and "TWO MEALS A WEEK IS
     ENOUGH!!!"  Line after line of ants is working on the tunnel,
     digging, passing clumps of dirt from ant to ant, everyone
     synchronized.

     CLOSE on a clump of DIRT being passed from hand to hand.
     PULL OUT TO REVEAL

     AZTECA, a feisty, cynical, female worker ant, who stands
     there, waiting to pass the dirt on.  Z is daydreaming behind
     her, with clumps of dirt starting to pile up in front of him.

                         AZTECA
               Hello?!  Earth to Z!  You better snap
               out of it, or there's gonna be a lot
               of pissed off ants!

     Z looks back, and sees the ants behind staring at him angrily.

                         Z
                      (snapping out of it)
               Sorry Azteca.  Here you go, fellas!
               Fresh dirt!  Alley oop!
                      (looking at the dirt)
               Shouldn't we be wearing gloves?  I
               mean this dirt is very...dirty.
               Doesn't anyone think of hygiene?
                      (Z's stomach growls)
               Boy am I hungry.  I'm so hungry I'm
               seeing double.  It looks like there's
               two million ants in here.  When's
               lunch?  Tomorrow, or the day after?

                         AZTECA
                      (sweetly)
               Z, old pal...
                      (shouts)
               SHUT UP!!!  It's bad enough there's
               a food shortage without you
               complaining about it every day.

                         Z
               The squeaky wheel gets the oil.

                         AZTECA
               No, Z.  The squeaky wheel gets thrown
               away, alright?  You're a good ant, Z,
               even though you are a pain in my rear-
               segment.  I don't wanna see
               anything happen to you.  So quit
               mouthing off, before you get in
               trouble.

     A WHISTLE BLOWS.

                         Z
               Thank goodness.  Breaktime.

     All the ants put down their tools.  A beat.  Then the WHISTLE
     BLOWS AGAIN.  All the ants pick up their tools again.

                         AZTECA
                      (resigned)
               Break's over.

                         Z
                      (getting back to work)
               This colony needs another tunnel like
               a hole in the ground.  Why are we
               even digging this thing?

                         AZTECA
               Who cares, Z.  All I know is, we
               gotta dig.  We're not the ones in
               charge.

     INT. TOWN CENTER - DAY

     The huge, spacious main chamber of the colony.  Looming over
     the scene is the royal palace, which seems to be
     inaccessible, perched on top of a hill-like pedestal.

     Around the base of the pedestal, a crew of workers loiters,
     seemingly aimlessly...can these be the only unemployed ants
     in the place?

                         GENERAL FORMICA
               STAIRS!

     The workers look up and GROAN.  Then they start forming a
     stairway with their own bodies, linking arms, stepping on
     each other's shoulders.  It's extremely unpleasant work.  One
     ant is a little tardy, and just manages to get in place
     before...

     GENERAL FORMICA, the Pattonesque military leader of the
     colony, STEPS ON HIS HEAD, using it as the first step as he
     ascends to the palace, his aide-de-camp Carpenter in tow.  As
     Formica mounts the "stairs"  we can hear the workers going,
     "OUCH!  OOF!  YIKES!" etc.

                         GENERAL FORMICA
               Cut the chit-chat down there!
                      (turning to Carpenter)
               We've spoiled these workers,
               Carpenter.  They've never had it so
               good, and listen to them -- always
               grumbling and complaining...

     Formica steps on the foot of one of the "stairway" ants, who
     muffles a yelp.

                         CARPENTER
               ...Yes, sir.

                         GENERAL FORMICA
               What have they got to complain about?
               Three square meals a day...

                         CARPENTER
               Actually, sir, we've cut them down to
               three roughly rectangular meals a
               week.

                         FORMICA
               Don't give me statistics, Carpenter.
               I know what I'm talking about.  DOORS!

     Formica and Carpenter have reached the top of the staircase.
     There, the two guard ants on either side of the massive
     throne room doors pull them open -- and one door hinge
     SQUEAKS.

                         FORMICA
                      (to guard ant, while
                       passing)
               Oil that, soldier.

     INT. THRONE ROOM - DAY

     The QUEEN is on her throne, her huge abdomen sprawled behind
     her.

                         QUEEN
               Ah!  General Formica.

     Formica salutes and marches to her, Carpenter behind him.

     Note:  Throughout this scene, the Queen is giving birth
     repeatedly.  Each birth is accompanied by a herald playing a
     short "Happy Birthday" fanfare on his trumpet.  Mid-wife ants
     bring each baby to the Queen for inspection, who COOS a few
     words.  The midwives put the babies on a moving bassinet-
     line, powered by ants on a treadmill.

                         QUEEN
               General, the severe food shortage
               that faces the colony...pains me.
               The thought of any of my children
               going hungry...
                      (she shudders; then,
                       to baby)
               Who's the cutest widdle worker?  You
               are!  Yes, you!  Don't forget to
               brush your teeth!
                      (to mid-wife)
               Ship 'er out.
                      (back to Formica)
               What steps are you taking to remedy
               the situation?

                         FORMICA
               We are launching a major offensive to
               expand our foraging territory...

                         QUEEN
               Yes, what else?

                         FORMICA
               Please don't worry, your majesty.
               Leave the worrying to me.  As you
               know, I'm not an ant of half-
               measures.  I don't pussyfoot around.
               This crisis is my number one
               priority, and I promise you it's
               being dealt with swiftly, and
               decisively.

     The Queen's attention is interrupted by another baby being
     put in her arms.

                         QUEEN
                      (to baby)
               No snacking between meals!  Off you
               go!
                      (to Formica)
               Now -- what were we saying?

                         FORMICA
                      (Oliver North-style)
               I do not recollect, your majesty.
               Will that be all?

                         QUEEN
               Yes, General Formica.  Carry on, my
               good man!  I don't know what we would
               do without you.

     Formica clicks his heels and bows his head.  Carpenter bows
     low.  Formica smartly about faces --

                         BALA (O.S.)
               General Formica!

     PRINCESS BALA hurries through a second doorway, carrying a
     swatch book.  Something about her sets her apart from the
     HANDMAIDEN ANTS with her.  Her tiara, probably.

     Formica tilts his head quizzically to Carpenter behind him.

                         CARPENTER
                      (sotto)
               Princess Bala, sir.  Your fiancee.

                         FORMICA
               Princess!  You look -- outstanding.
               Is there anything I can do for you?

                         BALA
               Well -- I thought -- since we're
               getting married...it might be nice if
               we...got to know one another.

     Formica looks confused.

                         QUEEN
               Bala has always been a hopeless
               romantic, General.

                         BALA
               It's just that -- well, I'm honored
               that you selected me, and everything,
               I just thought the marriage might go
               a little more smoothly if -- we had
               a conversation?

                         FORMICA
                      (uncomfortable)
               Conversation...yes...well...
                      (to Carpenter)
               Wasn't she briefed?

                         QUEEN
                      (holding up a baby)
               Look, General!  A darling baby
               soldier!
                      (emotionally, to baby)
               Don't try to be a hero!  Just make
               sure you come back in one piece!
                      (handing it off)
               Next!

                         FORMICA
                      (using the
                       interruption)
               I'll take your suggestion under
               advisement, Princess.  In the
               meanwhile --

     Formica turns to go.

                         BALA
               General -- we have to talk sometime!

                         FORMICA
               Very well.  Carpenter, is there a
               convenient time to talk vis-a-vis:
               relationship?

                         CARPENTER
               Actually, sir, we're ahead of
               schedule.  We have thirty-six seconds
               available right now.

                         FORMICA
               Outstanding.  Princess...?

     Bala's a little fazed...but grabs her chance.

                         BALA
               So, um...how was your day?  What did
               you do?

                         FORMICA
                      (scouring his mind)
               Well...
                      (that's it!)
               I declared war!

                         BALA
                      (sadly)
               Oh...and I was afraid we had nothing
               in common...

                         CARPENTER
                      (under his breath)
               Fourteen-fifty hours, sir.

                         FORMICA
               Duty calls!

     He strides across the floor.  Bala watches him go, her
     antennae drooping unhappily.

                         FORMICA
               No squeak.  Outstanding!

     We see through the now-open doors into the throne-room as
     Formica and Carpenter double-time out of the frame.

     The Queen sees that Bala is unhappy.

                         QUEEN
                      (sympathetically)
               I felt the same way before I got
               married.  Confused.  Scared.

                         BALA
                      (hopefully)
               You did?

                         QUEEN
               Yes -- but I did my duty and sorted
               out all those messy feelings.  The
               wonderful thing about ant life is
               that everything is arranged.  Even
               marriage.  You're lucky -- General
               Formica is a paragon of anthood.

                         BALA
                      (unconvinced)
               Yes...he's wonderful...

     The doors swing shut on them -- revealing the two guard ants
     who were CRUSHED in the wake of Formica's exit.

     INT. BALA'S QUARTERS - DAY

     Bala enters, followed by her handmaidens, who are in a state
     of giggling infatuation over Formica.  Bala is scowling as
     she leafs through a wedding catalogue.

                         HANDMAIDEN #1
                      (swooning over
                       General Formica)
               The General's body segments are
               so...symmetrical.

                         HANDMAIDEN #2
                      (giggling)
               I'd let him order me into battle
               anyday.

     Bala hurls the swatch book against the wall.

                         HANDMAIDEN #1
               Princess?  What's wrong?

                         BALA
               Wrong?  How could anything be wrong?
               I'm going to marry General Formica
               and be a queen and have millions of
               babies, just like my mom.
                      (concerned)
               Do I look fat to you?

                         HANDMAIDEN #2
                      (knowingly, to
                       Handmaiden #2)
               Pre-wedding jitters.

                         HANDMAIDEN #1
               You just need to blow off some steam.
               Let's go to the bar at the Royal Club!

                         BALA
               The Club's so stuffy.  I want to try
               someplace different.

                         HANDMAIDEN #2
               There isn't anyplace else --
                      (making a joke)
               Except the worker bar.

                         BALA
               The worker bar!  Yes!  That's where
               I want to go!

     The handmaidens look shocked.

                         HANDMAIDEN #1
               But -- we can't -- there'll be
               workers there.

     INT. ANT BAR - NIGHT

     A long bar filled with ants.  The bar itself seems to stretch
     for miles, and there are hundreds of ants trying to get a
     drink...unfortunately, there's only one bartender.  Z is at
     the bar with WEAVER, a burly ant soldier.

                         Z
               We declared war again?
                      (off Weaver's nod)
               Are you scared?

                         WEAVER
                      (shrugs)
               I'll be back.

     The BARTENDER, a grizzled veteran, slaps down what looks like
     a couple of large green beer mugs.  Actually, they're aphids,
     little green critters he fills up from a number of kegs
     hanging from the ceiling.  The kegs are specialized ants with
     hugely distended stomachs, which spray liquid into the aphids.

                         APHIDS
                      (as they're slapped
                       on bar)
               Ouch!  Ouch!

                         BARTENDER
               Two aphid beers.

                         Z
                      (as Bartender leaves)
               Did you see that?  How he gave you
               the beers, not me?  I'm telling you,
               he's got something against workers.

                         WEAVER
               I don't know what you're talking
               about, Z.

                         Z
               Come on -- everybody dumps on us
               workers.  You soldiers get all the
               glory.  Plus you get to go out into
               the world, meet interesting insects,
               and kill them.

                         WEAVER
               Yeah, but you get to spend all day
               with those fabulous worker babes.

     We can see that Weaver is eyeing a nearby table of "Worker
     Babes", including Z's friend Azteca.

                         Z
               Weaver, they're career girls.
               They're obsessed with digging.
                      (sighs)
               No, I'll probably never meet the girl
               for me.

                         WEAVER
               Who said there was a girl for you?
               I was talking about a girl for me.
                      (quaffing his aphid
                       beer)
               Don't you want your aphid beer?

                         Z
               I can't help it.  I have a thing
               about drinking from the anus of
               another creature.  Call me crazy.

                         WEAVER
               Z, we've known each other a long
               time, right?

                         Z
               Of course.  You were born two seconds
               after me.

                         WEAVER
               And all the time I've known you,
               you've been grumping and groaning.
               You should quit making waves.  Go
               with the flow.

                         Z
               Weaver, I'm an insect, not a liquid.

     Down the bar, there's a commotion.  A grizzled old SCOUT ant
     has had too much to drink.

                         DRUNK SCOUT
               Have you been to Insectopia?  Have
               you?  No, ya goddam larvas!  But I
               have...
                      (becoming emotional)
               ...Mosquitos n' caterpillars n'
               beetles -- all livin' in peace,
               stuffin their guts with food...No
               rules, no regulations...you can be
               your own ant there...
                      (howling drunkenly)
               It's Insectopia!  Insectopia!

                         Z
               Hey, Weaver, listen!

                         DRUNK SCOUT
               I was cut off from my unit -- found
               it by mistake --
                      (slurring)
               It changed my life!
                      (spraying another
                       soldier with saliva)
               You see -- ya follow the great yellow
               egg, and you come to the land of red
               and white --

                         SOLDIERS
               You've had enough for one night!
               Come on, Gramps, before you get in
               trouble.

     The soldiers pull him from the bar, carrying him out.

                         Z
                      (excited)
               Hey, did you hear what he said?!

                         WEAVER
               Poor guy's had one too many scouting
               missions.

     MUSIC STARTS UP.

     INT. ANT BAR ENTRANCE - NIGHT

     Princess Bala is peering in at the entrance to the ant bar,
     accompanied by her worried-looking handmaidens.

                         HANDMAIDEN #2
               We shouldn't be doing this -- it
               isn't proper!

                         BALA
               I'm the Princess, aren't I?

                         HANDMAIDEN #2
               Of course --

                         BALA
               And do Princesses do improper things?

                         HANDMAIDEN #2
               Of course not --

                         BALA
               Then if I go to the worker bar, it
               isn't improper.  Anyway, don't worry.
               No one will recognize us in our
               disguises.

     She adjusts her "disguise", a hardhat, tied down Jackie O.-
     style with an ant's version of a Chanel scarf.

                         BALA
               I'm just a common worker, cooling off
               after a rough day!

     Music starts.  An ant BARKER takes the mic at one end of the
     dance floor.

                         BARKER
                      (on loudspeaker)
               Okay, folks.  It's six-fifteen, and
               that means it's time to dance.

     Every ant gets up to dance.  Weaver turns to Z.

                         WEAVER
                      (draining his beer)
               Time to cut a rug, Z!

                         Z
               I'm not in the mood.
                      (disgusted)
               Even when they're off work, they
               follow orders.

                         WEAVER
               Well, you just sit here and be a
               party-pooper.

     Weaver joins the rest of the ants who are lining up for the
     dance.  The Barker calls out the steps in a bored monotone --
     all the ants already know the steps.  Everyone dances in
     perfect synch.

                         BARKER
                      (southern twang)
               And a left-right-quarterstep-back
               step-halfstep -- a left-right-
               quarterstep-backstep-halfstep --
               a left-right-quarterstep-backstep
               halfstep --

     AT THE ENTRANCE, Bala smiles mischievously at her handmaidens.

                         BALA
               I'm going to ask one of these
               mindless, primitive worker-types to
               dance with me!

                         HANDMAIDEN #1
               But General Formica would be furious!

                         BALA
                      (enjoying the idea)
               I know.

     The handmaidens are appalled.  Bala whirls away from them,
     sets her sights and searches the crowd -- zeroing in on --

     Z, who's watching the other ants dance.

                         Z
               What a bunch of losers.  Mindless
               zombies capitulating to an oppressive
               system --

                         BALA
               Wanna dance?

     Bala's standing right there.  Z is instantly smitten.

                         Z
               Me?!  Yes!!!  I mean --
                      (regaining suavosity)
               Just let me finish my beer.

     Not breaking eye contact with Bala, Z smiles suavely.
     Reaches suavely for a beer.  Suavely grabs the candle in a
     glass jar off the bar.  Suavely singes his face.

     He plays it off with a rakish little laugh.  A bit
     apprehensive, Bala heads onto the floor.  Z follows her.

                         Z
               So uh -- how come I haven't seen you
               around here before?

                         BALA
                      (covering up)
               I work in the palace, I don't get out
               much.

                         Z
               The palace, hunh?  I bet those royals
               really live it up.  Of course they're
               all a little, you know, from
               inbreeding --

                         BALA
                      (shocked)
               What?

     Z and Bala step onto the dance floor with the rest of the
     ants, but Z can't do any of the steps.

                         Z
               Now, let's see, I -- it's been a
               while since I -- I think you --

     Bala watches Z, trying to follow along.  It's the blind
     leading the blind, as Z tries in vain to follow the barker's
     rapid instructions.

                         Z
               Here, I'll lead.

     Z starts doing his own, individual dance.  With a suave
     expression on his face, he leads Bala in a helter-skelter
     mixture-of Tango, Charleston, and hand-jive.

                         BALA
               Are you sure this is a real dance?

                         Z
               Well, actually, uh -- I'm sort of
               making it up --

                         BALA
                      (surprised)
               Really?

                         Z
               Why should everyone dance the same
               way?  It's as exciting as watching
               fungus grow.

                         BALA
               You're right!

                         Z
                      (surprised)
               You -- you think I'm right?

                         BALA
               Why can't I just do whatever I want
               to do?  Why can't I just go wild?!
               Yahoo!

     Bala starts to get into it, making up her own steps in reply
     to Z's, loosening up, having fun.  For a moment, the two of
     them are actually sexy together.  Then they get a little too
     wild -- and the other ants, who are still doing their
     intricate dance, start to collide with Bala and Z.  Z almost
     knocks over a big soldier ant.  We can only see the ant's
     back at the moment.

                         SOLDIER
               Hey!  Watch your step, worker.

     Z has turned around to see the soldier ant, MAJOR MANDIBLE,
     glaring at him.  Mandible is about twice Z's size.  He's got
     one eye missing, and half of his left antenna his been chewed
     off.

                         BALA
               You watch yours, soldier, or my
               worker friend will beat you up!

                         Z
                      (terrified)
               Oh, that's okay, I'll let him off
               this time.
                      (whispering to Bala)
               Are you crazy?  This guy's built like
               a pebble!
                      (ineptly trying to
                       placate the soldier)
               You know they do great prosthetic
               antennas nowadays --

                         BALA
               Aren't you gonna stand up for
               yourself?

     Z's caught between a rock and a hard place.  He doesn't want
     to get beaten up, but on the other hand, he doesn't want to
     lose face in front of Bala.  More soldiers have gathered
     around, looking hostile.

                         SOLDIER
               How come you don't dance like the
               rest of us?

     Z glances over at Bala.  Then, shaking with nervousness, he
     says defiantly...

                         Z
               Because -- because I'm an individual!

                         SOLDIER #2
               An individual?  Never heard of it.

                         MANDIBLE
               You look like a worker to me.

                         WEAVER
               Hey, lay off my little buddy!

     Z, meanwhile, looks far away, ecstatic, as if he's just
     realized something very important.  Unfortunately, just at
     this moment, A soldier pushes Weaver...Weaver pushes him
     back...somebody makes a dive for Z -- and before you know it,
     there's a regular bar brawl going on, with Weaver in the
     middle of it, cracking heads together, punching ants in the
     face, having a great time.  Just then, the Princess'
     handmaidens hurries over.

                         HANDMAIDEN #1
               Princess Bala!  Princess Bala!

     Z, who's scrabbling around on the floor, overhears.

                         Z
               Princess?  You're a Princess?

                         HANDMAIDEN #2
               The police are coming!

                         BALA
               Uh oh.
                      (to Z)
               Goodbye!  Gotta run!

                         Z
               Wait!  When can I see you again?

                         BALA
               Let me think.  Hmmnn...
                      (thinks)
               Never.  Bye!

     Bala rushes off with her handmaiden, just before a squad of
     whistle-blowing POLICE wade into the crowd.

                         Z
               Wait!  Princess!  Wait!

     But she's already gone, leaving Z holding her scarf.

                                              CUT TO:

     INT. DORMITORY - THE NEXT DAY

     Z is talking to Weaver, who's getting ready to go off to war.
     Nearby, columns of ant soldiers march by.

                         WEAVER
               Get real, Z!  She just dropped the
               scarf by accident!

                         Z
               Are you kidding?  There were sparks
               between us!  This scarf is a sign!

                         WEAVER
               It's a sign that you're crazy!  Do
               you know what the penalty for
               impersonating a soldier is?

                         Z
               What's gonna go wrong?!  I take your
               place for the royal inspection.  Bala
               comes strolling down the line, she
               sees me -- bingo!  Love is rekindled,
               and she takes me up to the palace for
               a little...
                      (wags his eyebrows
                       suggestively)
               tea and crumpets... and you take your
               place again, and go march around to
               your heart's content!

     Weaver looks unconvinced.

                         Z
               You have to help me.  Please, Weaver.
               Think of all the things I've done for
               you!

                         WEAVER
                      (thinks)
               I can't think of any.

                         Z
                      (pause)
               Well I'm gonna start doing things for
               you...

                         WEAVER
               Will you introduce me to some worker
               girls?

                         Z
               You bet!  They'll really go for a
               sensitive guy like you!

                         WEAVER
               Maybe I'll get lucky.
                      (Weaver thinks about
                       it)
               You know, Z, I wouldn't do this
               for anyone but you...

     Weaver hands Z has helmet.

                         WEAVER
               Wear this.

                         Z
                      (overjoyed)
               You're a real buddy.

                         WEAVER
                      (sourly)
               Yeah, I know.

                         Z
               What do I do?

                         WEAVER
               Don't tell anyone you're a worker.
               Follow that column over there.  And
               come right back after the inspection!

     Weaver points to a bunch of soldiers hurrying by in formation.

                         Z
                      (overjoyed)
               Thanks!  I owe you!

     Z skips off and joins the column, marching in time with the
     soldiers but too excited to keep from jazzing it up a little.

     INT. TOWN CENTER - NIGHT

     The ant army has gathered in a huge HALL in front of a
     reviewing stand.  We can hear the murmuring of thousands of
     soldiers -- but all we can see is a HUGE POSTER of an ant
     General pointing right at the camera.  The poster reads,
     "GENERAL FORMICA WANTS YOU -- to obey".

     Z turns to some of the soldiers near him.

                         Z
               Any of you guys know when the
               Princess will show up?  She's kind of
               a personal friend.

     The soldiers look at Z like he's nuts.

                         LOUD VOICE
               ATTEN-SHUN!

     MARTIAL MUSIC sounds, and we hear thousands of ant feet as
     they snap to attention.  Z imitates the soldiers awkwardly.

     GENERAL FORMICA struts to the middle 6f the screen, slapping
     his thigh with a swagger stick (the antenna of some
     unfortunate insect)

                         FORMICA
               First of all, let me make one thing
               clear.  Nobody ever won a battle by
               thinking for himself.  All this
               "thinking" stuff is a load of crap.
               If the almighty had wanted you boys
               to think, he wouldn't have given you
               huge mandibles and a brain so small
               you'd misplace it if it wasn't
               trapped inside your head.

     In the audience, Z starts laughing -- he thinks Formica's
     just made a joke.

                         Z
                      (slapping his thigh)
               "Trapped inside your head" -- that's
               a good one --

     Z notices nobody else is laughing.  He stops.

                         Z
               Geez -- tough room.

     From the stage, Formica is squinting at the audience, trying
     to make out who was laughing, but there are just too many
     ants.  He continues.

                         FORMICA
                      (striding back and
                       forth)
               We ants survive as a species because
               we do what we're told.  We survive
               because we work together, as one, we
               get the job done, we do whatever it
               takes to persevere!
                      (dramatic pause)
               Hell, we're not an army of
               ants...we're one giant ant, with
               giant fists, and giant jaws!

     The soldiers CHEER!  Z CHEERS along with the rest of them.

                         Z
                      (to the soldier ant
                       next to him)
               Lays it on a little thick, doesn't
               he?  If you ask me, he's one giant
               bore.

                         FORMICA
               Now I've heard a lot of scuttlebutt
               about a food shortage.  Well you boys
               are gonna be taken care of.  But in
               the meantime we're gonna eat the
               enemy for breakfast, we are gonna
               eat the enemy for lunch, and we are
               gonna eat the enemy for dinner!

                         Z
               Geez, and I forgot my toothbrush.

                         FORMICA
                      (reflective moment)
               Dammit, I'm proud to be an ant.
                      (he looks out at his
                       army)
               And I know each and every one of you
               boys will do your duty.  Dismissed.

     Z applauds and whistles as the other ants look at him in
     confusion.

                         Z
                      (clapping)
               Bravo!  Bring on the Princess!

                         COLONEL
               Stow the gab there, soldier!  Let's
               move 'em out!

     The soldiers turn to the right and start to march out past
     the reviewing stand.

     A COLONEL marches at the head of Z's column as Z looks around
     for the Princess.

                         COLONEL
               Eyes...left!

     Finally, as Z's part of the army marches past the end of the
     reviewing stand, he sees her, looking bored, standing next
     to the Queen, who is giving the royal wave.

                         Z
                      (waving)
               Princess!  Princess Bala!  Hey!  It's
               me!  Z!  I've got your scarf!

     ON THE REVIEWING STAND, Bala sees Z -- that is to say, she
     sees one of the thousands upon thousands of ants marching
     by...

                         BALA
                      (peering out)
               Who is that idiot?

                         QUEEN
               Darling, you must encourage the
               troops -- wave!

     Bala waves unenthusiastically, little more than flopping her
     hand back and forth on her wrist.

     Down below, Z takes this as a sign that Bala has seen him.

                         Z
                      (excited)
               Excuse me, guys -- That's my date.
               Well, it's been fun.  Have a great
               war!

     Z tries to squeeze his way back towards the royals, but he's
     surrounded by a solid wall of soldiers -- and they're
     carrying him along with them.

                         Z
               Hey!  Wait!

     Z loses sight of the Princess as he's carried away.
     BARBATUS, a hard-as-nails "grunt" soldier ant, taps Z on the
     shoulder.

                         BARBATUS
               You new, kid?

                         Z
               I just joined up.  But I'm quitting!
               I got a trial membership!

                         BARBATUS
               Trial membership?  Kid, when you join
               this ant's army, you're in for the
               full hitch.

     At that moment, Z is swept out of the cramped corridor
     they've been marching along, as the army emerges into the
     OPEN AIR outside of the colony.

     EXT. ANT MOUND - NIGHT

     It's a starry, moonlit night.  The shadows crowd around the
     panicked Z, who looks up at the sky as we see the army on the
     march...

                         Z
               Wait a minute, there's been a
               mistake!  I've got to get back to the
               colony!

     Z starts to fall out of line, but Barbatus, looking
     concerned, stops him.

                         BARBATUS
               Are you crazy, kid?  They shoot
               deserters!

     Z swallows hard.

                         BARBATUS
               You just stick by old Barbatus.
               He'll watch out for you.
                      (off Z's look)
               Whatsamatter, kid?  Leave a girl
               behind?

                         Z
               Yeah.  Well -- no.  She's kind of
               playing hard to get.  As a matter of
               fact, she's playing completely
               unattainable.
                      (nervously)
               So, what's on the schedule?  A brisk
               walk?  a foraging expedition?

                         BARBATUS
               No -- we're going to attack the
               termites!

                         Z
                      (alarmed)
               Attack?  But -- I hate attacking!
               It's so hostile!

     Around Z and Barbatus, the ants start up a marching song,
     which we intersperse with dialogue between Barbatus and Z to
     form a montage/time-cut as the ant army marches on to the
     termite capital.

                         ANT SOLDIERS
                      (to the tune of "When
                       Johnny Comes
                       Marching Home")
               We ants go marching one by
               one, hurrah, hurrah!  We slaughter
               termites just for fun, Hurrah!
               Hurrah!

                         Z
               So -- these termites, they're little,
               shy, retiring insects?

                         BARBATUS
                      (grim smile)
               No such luck.  Those dirty terms are
               five times bigger than us, and they
               shoot acid from their foreheads!

                         SOLDIER ANTS
               We ants go marching two by two,
               hurrah!  Hurrah!  We'll all be dead
               before we're through, hurrah!  Hurrah!

     Montage shots of an ant column marching diagonally across the
     screen, fading into another column marching diagonally
     downwards across the screen...

                         Z
               Well, what exactly does our platoon
               do?  Serve beverages?  Process
               paperwork?

                         BARBATUS
               Our platoon has the best assignment
               of all.  We're the first into battle!

                         ANT SOLDIERS
               We ants are marching three by three,
               hurrah!  Hurrah!  Dead ants is what
               we soon will be, hurrah!  Hurrah!

     ...montage shot of Z's column crossing a bridge composed of
     living ants -- all of whom look extremely uncomfortable as
     they're getting stepped on...

                         Z
               So we're going back for more armor,
               right?  I mean, these guys are from
               outer space, how are we supposed to
               beat them?!

                         BARBATUS
               Superior numbers, kid!

     EXT. TERRAIN NEAR TERMITE STUMP - NIGHT

     Z looks up to see...looming high above them...the TERMITE
     CITY, which is built in the stump of a dead tree.  From here
     it looks like a demonic Mount Fuji.  The COLONEL ANT shouts
     an order.

                         COLONEL
               ATTAAAAAAAAACK!!!

     The front line of ants starts rushing towards the termite
     colony...Z is swept along...

                         BARBATUS
               Over the TOOOOOOOOOOOOO-OP!!!

     Z is swept along and up the side of the stump as thousands of
     ants invade the colony through every possible entrance.
     Up...over the lip of the stump...and down inside, to the very
     middle of the termite colony...

     Into a disquietingly peaceful scene.   They're in the middle
     of the hollowed-out trunk, and ants keep pouring in -- but
     there's not a termite to be seen.  Barbatus looks around
     suspiciously.

                         BARBATUS
               It's too damn quiet.

     Then we hear a strange tapping noise.  Barbatus looks over,
     and sees that Z's teeth are chattering with fear.

                         BARBATUS
               Don't be scared, kid.  Barbatus's
               got yer back.

                         Z
                      (petrified)
               Maybe they went out for the evening.
               Let's leave them a message and head
               home.

                         COLONEL
                      (ignoring him)
               Light it up!

     A nearby soldier ant take a firefly out of his knapsack and
     pinches him.  The firefly, yelling "Yipe!  Yipe!  Yipe!",
     shoots into the air like a flare, lighting up the interior of
     the stump with eery, shifting luminescence.

     Then we notice, hollowed into the inside of the stump like
     innumerable pockmarks, termite holes staring out upon the
     stump...and, with an unearthly ROAR, we see the first of
     hundreds of termites emerging to pour into the center of the
     tree, right onto the ant army.

                         COLONEL
               They're here!!!

                         BARBATUS
                      (to Z)
               Keep your head down!

     Within moments, Z finds himself in the middle of a
     BLOODBATH.  The ants have broken into the colony, but are
     taking heavy losses from the gigantic, blind, acid-spewing
     termites.  The battle scene is as sprawling and chaotic as
     something out of Braveheart. In a few QUICK SHOTS from Z's
     perspective, we see:

     -- A squad of ants rushes towards a termite soldier, but are
     literally melted into smoking heaps of flesh by a jet of acid
     from its forehead...

     -- A termite warrior is overwhelmed by a crowd of ants and is
     pulled to pieces with hideous ripping sounds...

     -- Another termite warrior takes on an ant soldier one on one
     and slowly crushes his head in his huge jaws...

                         Z
                      (looking around)
               Guys!  Guys!  It isn't too late for
               all of us to just talk this over!

     Just then, a termite burst up from the ground and turns to
     face Z.  Z is dwarfed by this hulking, roaring, drooling
     monstrosity.

                         Z
               Wait!  Please!  Acid makes me come
               out in spots!  -- Could I just say I
               have always had the greatest respect
               for your species?  I mean, eating
               wood -- why didn't I think of that?
               I --

     The termite rears, getting ready to melt Z, when OOF! he's
     knocked backwards by...

                         Z
               BARBATUS!  You -- you saved my life!

                         BARBATUS
               Don't get all sappy about it!

     As Barbatus and some other soldiers kill the termite, the
     Colonel strides up to Z, puffing on a cigar.

                         COLONEL
               I love the smell of formic acid in
               the morning.

                         Z
               Look out!

     A stream of termite acid engulfs the colonel, instantly
     burning him to a cinder clutching a still-burning cigar; Z's
     paratroop buddies turn in terror to see a herd of termites
     rumbling towards them.  Z, terrified, dives into the hole
     that the huge termite made...

     INT. TERMITE TUNNEL - NIGHT

     ...and tumbles headlong into a corridor of the termite mound.
     The corridors here are primitive, caveman-like, pocked with
     jagged access holes.

     No sooner has Z landed in the tunnel than a termite comes
     burrowing out from one of the side walls, snapping at Z's
     head.  Z just avoids getting decapitated, and digs straight
     through the wall in order to escape...

     INT. TERMITE QUEEN'S CHAMBER - NIGHT

     ...straight into the hub of the entire termite complex -- the
     Queen's chamber.  This is nothing like the civilized court of
     the ant colony -- it's a huge, stinking, fetid dungeon whose
     walls are held up by one massive (to Z) column of piled
     stones.

     The termite queen, a repulsive, slimy, squirming, foot-long
     monster, is attended by a crew of diminutive, blind termite
     nurses.  The queen turns to look Z right in the eye.

                         Z
               Excuse me.  I seem to be lost, and I
               was wondering if you could give me --

     Before Z can say, "directions", the queen gives out a
     piercing, blood-curdling shriek.  The nurses start shrieking
     too.

                         Z
                      (backing away)
               I'll let myself out.

     But the queen's shriek has summoned a soldier termite -- the
     biggest one we've seen yet -- who is charging headlong at Z,
     jaws snapping open and shut like huge scissors.

                         Z
                      (backing away)
               Shoo! -- Torro!  Torro!

     At the last moment, Z jumps out of the way -- and the termite
     runs headfirst into the supporting column of the chamber.  As
     if on a spring release, the termite's jaws clamp shut -- and
     shatter the base of the column.  The walls of the room begin
     to rumble...

     The termite turns to eat Z...but is crushed by a stone
     falling from the ceiling, which gives a final shudder and
     collapses, raining earth and stones down on the queen.

     As the walls of the chamber crumble, melees of ants and
     termites pour into the room from the corridors around and
     above...they keep struggling until...

                         ANT OFFICER
                      (points at Z)
               He's killed their Queen!

                         Z
               Hey, I'm sorry, it was a mistake --

                         ANT OFFICER
               VICTORY!!!

     We can see that the termite warriors, deprived of their
     leader, are suddenly confused and directionless, easy prey
     for the ants.

                         Z
                      (facetious)
               This is terrific!   Let's exact
               crippling war reparations!  Let's set
               up a puppet government!

                         ANT OFFICER
               Let's slaughter them all!

     The ants set about killing the disoriented termites when...we
     hear another rumble coming from the outside...the ants look
     up confusedly...

     ...And a (from the ant's point of view) five-hundred foot
     long tongue bursts through the top of the chamber with a
     CRASH.  The ten or so ants standing directly below are
     smashed by the tongue, which squirts out a spray of saliva
     around the crater.  As quick as it appeared, the tongue
     retracts, with a hideous SLUUURPING sound.  We can now see
     the end of the snout of an ant-eater poking through a hole in
     the ceiling high above...

                         ANT OFFICER
               INCOMING!

     The tongue comes down again, smashing some more ants, whose
     bodies are slurped up by the tongue...the ants scatter, but
     to no avail, as the tongue comes smashing down again and
     again...

     Z heads into a side corridor as the tongue smashes down
     again, barely missing him!

     Z retreats along the corridor as the tongue searches for him,
     across the tunnel from intersecting access-tunnels, getting
     closer and closer to Z, dragging more and more screaming ants
     and struggling termites...

     ....Then the tongue disappears.  Silence.  Z wipes his brow...

     And we hear a thunderous SNIFFING noise as the anteater
     searches for more prey... and the tongue starts rumbling down
     the corridor right towards Z, the tip squirming as it
     ricochets along the walls!

     Z gets up and runs, the tongue lapping towards him,
     reminiscent of the stone sphere that nearly crushed Indiana
     Jones in Raiders of the Lost Ark!  The walls disintegrate
     under the pressure of the tongue, which gets closer to
     Z...closer...

     ...and just misses him as Z tumbles out of the stump and down
     to the ground...Z sits there, dazed, as we see the huge form
     of the anteater withdraw its tongue and, with a final
     contented burp, shuffle off into the distance.

     EXT. TERMITE STUMP - MORNING

     Z makes his way across the corpse-strewn battlefield, an
     expression of horror on his face.

                         BARBATUS (O.S.)
               Z!  Over here!

                         Z
                      (hopeful)
               Barbatus?

     Z looks down at his feet, where Barbatus's still-living,
     decapitated head is looking up at him.

                         Z
                      (shocked)
               Barbatus!

                         BARBATUS
               Be honest, kid -- am I hurt bad?

                         Z
               No, no, you're...lookin' good.
               You've got good color in your cheeks.

                         BARBATUS
               No -- I can see it in your eyes.  I'm
               a goner.  It's alright, Z.  In this
               ant's army, a soldier's life ain't
               worth a sack of fungus.
                      (he winces)
               I can't feel my legs...

                         Z
               Hang in there, buddy!  You can make
               it!  Just -- take deep breaths, I'll
               try and find your body -- it's gotta
               be around here somewhere!

                         BARBATUS
                      (gasping)
               I wonder...what...was it all...for...

                         Z
               Barbatus, hang on -- Barbatus!!

                         BARBATUS
               Don't make my mistake, kid...
               don't...be a grunt...your whole
               life...

     Barbatus dies, leaving Z heartbroken.

                                              CUT TO:

     INT. EARLY MEGA-TUNNEL - DAY

     Weaver is "passing" as a worker, working alongside much
     smaller worker ants.  He actually loves the work.  He's
     throwing up dirt like a bulldozer.  He's so enthusiastic, he
     scoops up a WHOLE ANT in his shovel and tosses him aside.
     Azteca, who's standing next to him in line, is shocked by,
     and a little attracted to, this turbo-worker.

                         AZTECA
               Hey, slow it down, big boy.  You're
               making the rest of us look bad...How
               come I haven't seen you around here
               before?

                         WEAVER
                      (covering)
               I'm new...I was born yesterday.

                         AZTECA
               Tell me about it.

                         WEAVER
               Nobody told me digging was so much
               fun!  You pick up the dirt, you move
               it, you pick it up again, you move it
               again -- lots of repetitions, you
               exercise the forceps, and the
               pincers --

                         AZTECA
                      (ogling him)
               Mmm, yes, I see what you mean...

     While Azteca is checking out the hunky new worker, work has
     effectively stopped...clods are piling up behind Weaver.  A
     Foreman comes striding down the line, furious.

                         FOREMAN
               What's the holdup here?!

     Weaver whips his shovel up to his shoulder and salutes, as if
     he's dealing with a superior officer.

                         WEAVER
               Sorry, sir -- I was just having a
               little chat with my friend --

                         FOREMAN
                      (yelling at Weaver)
               Who said you could have a chat?
               You're not a chatter, you're a
               digger!  So shut up and dig!

                         AZTECA
               Leave him alone!  He's new.

                         FOREMAN
               You  too?  Well just for that, you
               lose your day's rations!  Now get
               back to work!

     The Foreman heads down the line, shoving and berating the
     other workers as he goes along.

                         AZTECA
                      (surprised at herself)
               I don't know what came over me,
               talking back like that.  I must be
               going crazy...

                         WEAVER
               Sorry I got you in trouble.  But
               listen, you can share my rations.

                         AZTECA
                      (flirting)
               Are you asking me out to dinner?

                         WEAVER
                      (blushing)
               No -- I mean yes -- I mean -- if you
               don't have other plans.

                         AZTECA
               I'll make myself available...Listen,
               better watch out with the
               backtalk.  I don't know want you to
               end up like the guy who used to work
               next to me.  I'm afraid he got...
               downsized.

     EXT. ANT MOUND - DAY

     Some guard ants are looking out across the sandy main
     entrance to the hive.

                         GUARD ANT
               Look!  They're back!  The army's
               back!  Alert the colony!

     The other ant starts ringing a bell, rushing down into the
     colony.

                                              CUT TO:

     INT. TOWN CENTER - DAY

     A huge crowd is forming, eager to welcome the army back.  A
     band is striking up a triumphant victory song, confetti and
     streamers are being thrown, as General Formica strides in,
     followed by Carpenter.

                         EXCITED ANTS
               The army's returned!  Our brave boys
               are back! (etc.)

     Everyone waves little flags as the tuba player Oompah-oompah-
     oompahs...

     ...and Z walks into the hall, looking bedraggled and
     exhausted, his helmet hanging over his ears.

     The band slows to a halt.

     At the edge of the crowd, Azteca, sitting on Weaver's
     shoulders, can just about see over the crowd.

                         AZTECA
               It looks like only one soldier made
               it back!

     Weaver looks distraught.

                         WEAVER
                      (to himself)
               Poor Z -- I should never have let you
               go!

     Far down the hall, Z is describing the battle.

                         Z
               It was horrible...a massacre, a
               massacre upon a massacre.  First we
               massacred them, then they massacred
               us, then it was halftime.  I've never
               seen such violence, such
               bloodthirstiness, such bad
               manners...I'm the only one that made
               it!

     The atmosphere is somber.  This is a tough one to try and put
     a spin on...but that doesn't stop Formica from trying.

                         FORMICA
               ONE TO NOTHING!  WE WIN!

     The band strikes up again, and everyone cheers.

                         Z
               No -- you -- you don't understand!

                         FORMICA
               Damn, I'm proud of you, boy.  I wish
               I had a hundred ants of your caliber.
               The world would tremble.  Now, time
               for some R and R.  You're invited to
               the royal victory party!

                         Z
               Royal victory party?  Will...will
               Princess Bala be there?

                         FORMICA
               Of course.  The entire royal family
               will be there to honor you.

                         Z
                      (thinks)
               ONE TO NOTHING!

     Renewed CHEERS, as Z is lifted onto the shoulder of some of
     the soldiers who stayed behind.

                         AZTECA
               Wait a minute, that's no soldier --
               that's Z!

                         WEAVER
               Z?  Our Z?  The little guy made it!

     Z is following Formica away from the cheering crowd.

     EXT. ABOVE TOWN CENTER - DAY

     Z and Formica are going up the royal "stairway" together.

                         FORMICA
               Son, you're an ant after my own
               heart.  A warrior.  An ant that looks
               death right in the face and laughs.

                         Z
               Well, I generally just make
               belittling comments and snicker
               behind death's back.  So, tell me,
               fellow war-monger...do you think
               Princess Bala likes men in uniform?

                         FORMICA
               Well she better -- she's engaged to
               one.  Me!

                         Z
               Engaged?  As in you're getting
               married?

                         FORMICA
               Affirmative.

                         Z
               So...you two are in love?

                         FORMICA
               In love?
                      (shakes his head)
               I'm just a plain old soldier at
               heart.  I'll tell you what I love --
               the field -- blood -- death --
               orders...and the company of other
               warriors.

     Formica gives Z a manly slap on the back.  Z looks a little
     uncomfortable as we...

                                              CUT TO:

     INT. THRONE ROOM - DAY

     Z follows Formica and Carpenter into the throne room.  At the
     end of the hall, a society band is playing.  The room is full
     of courtier ants and officers.

     Waiters are gliding around holding trays of hors d'ouevres.

                         Z
               Wow, what a spread -- you know,
               there's a food shortage in the rest
               of the colony.

                         FORMICA
               Yes, and do you know why there's a
               food shortage?

                         Z
               ...Not enough food?

                         FORMICA
               Negatory.  Too many ants.  And while
               we soldiers go out there, and fight,
               and bleed, and die for the colony,
               the namby-pamby workers live it up
               back home.

     Feeling a little hot, Z wipes his brow.

                         Z
               Well I, I don't think "living it up"
               is the right term -- how about
               "working themselves to death"?

                         FORMICA
               I tell you son, sometimes, at night,
               I see myself in battle, fighting a
               horrible, faceless enemy, with the
               future of our whole species at stake.
               And always, the dream ends with each
               of us plunging his sword into the
               other's heart...

                         Z
                      (spooked)
               Oh, hey, that's great, I think I see
               an old war buddy over there, it's
               been fun chatting.  Good luck with
               the hallucinations.

     Z escapes from Formica, who gazes after him suspiciously.

     Z mingles in with the crowd, then he sees Princess Bala
     standing with a group of officers who are eating hors
     d'oeuvres.

                         OFFICER
                      (telling a joke)
               What do you call it when 10,000
               workers are killed in a tunnel cave-
               in?
                      (a beat)
               Who cares?  They're workers!

     The officers laugh, but Bala looks bored in this stuffy
     social scene.

                         Z
               But...don't you think the worker
               class is the very foundation of the
               colony --
                      (realizes he's
                       getting odd looks)
               I mean, uh, without them, who would
               we stand on?

     More laughter.

                         BALA
               You're the hero of the recent termite
               campaign, aren't you?

                         Z
               Well, if single-handedly vanquishing
               the enemy and slaughtering a whole
               nestful of termites makes someone a
               hero, yes I am.

     Z reaches for a tray of canapes that a waiter is carrying by,
     and KNOCKS the whole thing CLATTERING to the ground.

                         Z
                      (feigning nonchalance)
               And you are...?

                         BALA
               I'm Princess Bala.

                         Z
               Ah, yes.
                      (affected)
               Well, charmed, I'm sure.  So,
               Princess, have you ever danced with
               a hero?

                         BALA
               Yes.

                         Z
                      (deflated)
               Oh...oh well then, one more won't
               matter.

     She moves towards the dance floor.  Z spit-combs his
     antennae, struts after her -- until he trips on his sword.
     He tumbles, falls, but hops to his feet just as Bala turns
     toward him, turning it into a ballet plies.

                         Z
               Just warming up...

     She frowns...there's something familiar about this guy.  But
     then they start dancing.

     ACROSS THE ROOM: The Queen and General Formica watch the
     party.

                         QUEEN
               All these parties are so marvellously
               alike.

                         FORMICA
               They should be...
                      (suspicious)
               But there's something funny about
               that soldier.

     Formica strides over to where Z and Bala are dancing.

                         FORMICA
                      (glowering)
               May I cut in?

                         Z
                      (intimidated)
               Oh, of course --

                         BALA
                      (pulling Z back)
               No, General.  I'm dancing with the
               war hero.

                         Z
                      (trying to placate
                       Formica)
               Uh, sorry, General, I...I've always
               had this animal magnetism, it --

     Bala YANKS Z back onto the dance floor, dancing away from
     Formica.

                         BALA
               You dance...

                         Z
               Divinely?

                         BALA
               No weirdly...You remind me of
               someone...

     Formica catches Bala's eye.  She frowns at him, and decides
     to get a little shocking.

                         BALA
               He was swarthy...primitive...
               earthy...sensual.

     As she says these things, Z tries to act accordingly.

                         BALA
               He was a worker.  I danced with him
               at a worker's bar just the other day.
               I'm not shocking you, am I?

                         Z
                      (proudly)
               No...as a matter of fact...

                         BALA
                      (shocked)
               OH MY GOD, IT'S YOU!  YOU'RE A
               WORKER!!!  A filthy, stupid,
               disgusting WORKER!

     Everybody gasps.  The dancing stops cold.

                         Z
               Gee, uh, could you say it a little
               louder, I think there are some ants
               in the next colony who didn't hear
               you.

                         BALA
               I CAN'T DANCE WITH A WORKER!

                         Z
                      (offended)
               That's not what you said the other
               night --

                         BALA
                      (now she's panicked)
               Quiet -- sshhh!!

                         Z
                      (digging it in)
               -- At the worker bar!  You were
               pretty hot to trot then!

                         BALA
               SSHH!!!  SSHH!!!

     A livid Formica is stalking over towards them.

                         FORMICA
                      (furious)
               What's this?  A worker has been
               masquerading as a war hero?!

                         Z
               Well it wasn't a masquerade, really,
               it was more what I'd call a clever
               ruse --

                         FORMICA
               ARREST HIM!

                         Z
               Can't we all settle this like
               adults -- we're not larvae anymore --

     Angry officers begin to surround Z, who hides behind Bala in
     fear, using her as a shield.

                         QUEEN
               Oh my god!  He's taking her hostage!

                         Z
               No I'm not -- I mean -- nobody move!
               Or the Princess gets it!

     People shout and scream, as Z backs up with the
     Princess...into the kitchen.

     INT. KITCHEN - DAY

     Z backs up into the kitchen, still pulling Bala along with
     him.  Here, ant chefs are preparing food for the party,
     vomiting little florets onto a platter.  Formica and the
     soldiers follow them in.

                         Z
                      (to Formica)
               Stay back, you lunatic!  Do you think
               I don't know how to use this?

     Z realizes that he's pointing his finger at them.

                         Z
               Uh-oh.

     The officers rush for...and Z, with Bala in tow, falls
     backwards into an opening marked, "GARBAGE".

     EXT. ANT MOUND - DAY

     HOLD ON: the GARBAGE CHUTE EXIT.  Nothing happens for a
     moment.  Then --

     From a distance, we hear the faint sound of SCREAMING,
     dopplering closer --

     -- and then Z and Bala come flying out of the exit, right
     into the mud, cutting off the scream abruptly.

     Bala sits up, coated in mud.  Z is nowhere to be seen.
     Because she's on top of him.

                         PRINCESS
               This is thoroughly unacceptable!

                         Z
               You're telling me...

     She gets up and runs back towards the colony entrance, where
     soldiers are already issuing to get her...

                         BALA
               I'm coming!  I'm coming!

     But...just as Bala'a about to be rescued...what looks like a
     gigantic LASER BEAM sweeps along the rim of the colony,
     sizzling the ground as it moves along...and IGNITES the lead
     soldier into FLAMES!  Bala looks stunned.

     Z watches in horror as another soldier ant is FRIED, and we
     look up to see a GIGANTIC MAGNIFYING GLASS casting the
     beam...we can just about make out the huge, grotesque figure
     (a seven year old kid) holding it.

     Bala, who has no idea what's really going on, turns from the
     colony and runs the other way.

                         BALA
               I'm going!  I'm going'

     ...unfortunately, this draws the fire of the laser, which
     follows after her in what looks like a strafing run, SIZZLING
     in her footsteps.

     Z, who's running towards the princess, suddenly realizes that
     he's running towards certain doom...and joins Bala in legging
     it away from the colony; under a brown leaf, which bursts
     into flames...between the redwood-like stalks of some
     flowers...and finally into the relative safety of some
     grass...where they throw themselves on the ground, exhausted.

                                              CUT TO:

     EXT. WEED CLUMP - DAY

     Z and Bala dust themselves off.

                         BALA
               What was that thing?

                         Z
               How should I know?

                         BALA
               I order you to find out where we are!

                         Z
               Alright, alright, I'll try to get
               directions from one of the locals.

     Z tries to flag down some passing bees.

                         Z
               Excuse me, I --
                      (it passes him by;
                       he tries the next)
               Pardon me --
                      (same response)
               And they call them social insects.

                         BALA
               Climb up that tree and get a better
               view!

     Bala points to a thin blade of grass.  Gingerly, Z tests the
     grass and starts climbing up it...but his weight bends it, so
     that he's lowered back to the ground, face to upside-down
     face with Bala.

                         BALA
               I've been kidnapped by the village
               idiot.

                         Z
               Who's the bigger idiot -- the idiot
               who gets kidnapped, or the idiot who
               lets herself get kidnapped by the
               idiot?

                         BALA
               How dare you speak to me like that?
               I'm the Princess!

     Z squares up with her.

                         Z
               Theoretically, yes.  But is the
               monarchical hierarchy applicable
               without the underlying social
               structure to support it?

                         BALA
               Of course!  It defines society!  To
               deny the precept is to say that order
               is an arbitrary distinction applied
               by the society itself!

                         Z
               But can there be a society composed
               of just two ants?

                         BALA
               No!  There's no such thing as "just
               two ants."  You never see just two
               ants -- you see a million ants!

                         Z
               Look around, sweetheart.

     She looks around.  She doesn't like what she sees.  She
     glowers at Z.

                         BALA
               I -- hate -- you.

                         Z
               Well I guess that makes us even.

                         BALA
               Ha!  Don't make me laugh.  You're
               crazy about me!  That's why you lied
               and cheated to get near me!

                         Z
               Oh come on, you're the one who came
               after me -- the swarthy, earthy,
               sensual worker!

                         BALA
                      (repulsed)
               I was slumming it!  I danced with you
               because you were the most pathetic
               specimen in the place!

                         Z
               Is that the same standard you used to
               choose General Formica?

                         BALA
               I didn't choose him.  What kind  of
               idiot would...
                      (unconvincingly)
               ...choose who she wanted to marry?

     She shakes herself out of it.

                         BALA
               Now, worker, you shall take me back
               to the colony, and have your head cut
               off and stuck on a sharp pole!

                         Z
               Well, that's an appealing offer,
               but...considering the options...
                      (he decides)
               You go back.  Me, I'm going to
               Insectopia.

                         BALA
               Insectopia?  You stupid worker,
               that's just a fairy tale!

                         Z
               Yeah, well I have it on a reliable
               source...
                      (he knows that was
                       maybe stretching it)
               that it exists.  Now you follow
               the yellow egg...
                      (looking around)
               That direction.

                         BALA
               Worker!  Come back here now!

                         Z
               I've got a name.  It's Z.

                         BALA
               That's not a name!  That's just a
               letter!

     Z, meanwhile, hits the road.  Bala has no idea of where to
     go.  Just then, the scariness of the outside world comes
     through to her.

     We start hearing NOISES -- the equivalent of scary jungle
     sounds in a Tarzan movie -- the HISSING, CROAKING,
     CHIRRUPING... Bala sees eyes looking out at her from all
     directions...and spots a colossal monster (a sparrow) fixing
     her with his beady gaze.

                         BALA
                      (clears her throat)
               Worker?
                      (no response...louder
                       now)
               Oh WORKER?  Where are you?
                      (getting desperate)
               Z?  Z?  Wait for me!!!

     Bala heads off after Z.

     INT. MEGA-TUNNEL - DAY

     The mass of worker ants are swinging pick-axes in the tunnel.
     The foreman moves up the line, BERATING the workers, yelling
     at them to dig faster.

                         AZTECA
               I tell ya, I'm gettin' sick of bein'
               yelled at.

                         WORKER #1
               What do you want, we're just workers.

                         WEAVER
               You know, you're not just workers --
               you can be whatever you want to be!
               Look at Z!  He started as a worker --
               then he became a soldier!

                         AZTECA
               That's right!  He slaughtered
               hundreds of termites single-handedly!

                         WORKER #2
               I heard about this guy.
                      (turning to the other
                       workers)
               He crashed a party at the palace.
               Then he took a hike with one of the
               royal babes!  And when they tried to
               stop him, he just looked at a
               couple'a guards, and they burst into
               flames!

                         WORKER ANT #1
               You're nuts, how could a worker do
               all that?

                         WEAVER
               Well, because he's more than a
               worker...he's a...what did he call
               it, Azteca...

                         AZTECA
               Invisible!

                         WEAVER
               No -- an individual!

                         WORKER #2
               What's that?

                         WEAVER
               Well, it's...someone with his own
               point of view...someone who does what
               he wants, not whatever he's told to
               do!

                         AZTECA
                      (eyes lit up,
                       watching Weaver)
               Someone who follows his heart!

                         WEAVER
                      (taking Azteca's hand)
               Right...because every ant's important!

                         WORKER #2
                      (scoffs)
               But that would mean I'm important.

                         WORKER #1
               I'm outta here, this sounds like
               trouble to me.

     But more ants are gathering 'round.

                         WEAVER
               We can all be individuals!  Just like
               Z!

     Weaver and Azteca hold hands.  More ants are gathering
     around, dropping their tools...

     EXT. BIKE PATH - DAY

     LONG SHOT.  A glimmering desert landscape (think of "The
     Sun's Anvil" in Lawrence of Arabia).  Two small figures can
     be seen, tiny dots moving across the arid whiteness.

     They're Bala and Z, who are crossing a concrete path in the
     park, which they perceive to be a "desert".

                         BALA
               Water...water...

                         Z
               Water...water -- oh, you already said
               that.

                         BALA
                      (walking along)
               My skin's dry, my exoskeleton is
               cracking...I wish I'd never met you,
               you ruined my life.

                         Z
               I ruined your life?  Look, I was
               perfectly happy until I met you --
               alright, I was miserable, but I was
               happily miserable.

     Over Z's line, we can see a GIGANTIC WHEEL, getting larger
     and larger and heading right towards them, a GIGANTIC WHEEL
     (the front wheel of a bicycle which is heading right towards
     them).

                         BALA
               Look out!

     Bala pushes Z out of the way just as the wheel rolls past
     with a cacophonous CRUNCHING, GRINDING noise -- like a
     gigantic millwheel.

                         BALA
               We're going to die!

                         Z
               Come on -- it's gone!  What are the
               chances of that happening again?

     No sooner has he said it than the rear wheel of the bike
     thunders past.

                         Z
               Well I'll be.

     Bala notices that they're clutching one another in fear; she
     pushes him away.

                         BALA
               Why didn't I listen to my mother
               ...why'd I have to go looking for
               trouble? Any ant would have given
               their left legs to be in my
               position...what's wrong with me?

                         Z
               Want a list?

                         BALA
                      (urgent)
               Wait, I hear something!

     We can, in fact, hear a low, musical PLUNK.. there's a pause
     and then we can hear it again...

     Z and Bala walk over a rocky "dune" (the soft shoulder of the
     path).  Beyond, the grass starts up again.  They have come to
     the end of the "desert" (i.e. the other side of the path)
     Through the blades of grass, we can see...

                         Z
               It's...it's...


                         BALA
               WATER!!!

     EXT. LAKE - DAY

     A LAKE (a puddle) stretches before them.  It is, in fact, the
     overflow of a drinking-fountain whose drain is jammed...as Z
     and Bala run to the lake, water dribbles from the fountain
     and into one edge of the pool (to the ants, it's a waterfall).

     Bala and Z run to the edge of the water and start slurping.
     They smile at each other, until they remember that they don't
     like each other.

                         Z
               This lake is huge!  And so close to
               the colony!  Think of the vacation
               potential!

                         BALA
               Cut me down a soft leaf so I can take
               a nap.

                         Z
               Listen, "Princess", you can't order
               me around.  Out here, you're not the
               boss anymore -- out here, you're
               just --

     -- But before he can finish, a water droplet from the
     fountain falls on him.  It may not sound like much, but to Z
     it's as though a ten-foot diameter sphere of jello had
     engulfed him.

     Z's stuck inside because of the surface tension of the
     droplet, which doesn't burst, just quivers up and down.
     Inside, Z is slowly, frantically drowning and screaming for
     help.  But his screams are muffled in the water.

                         BALA
                      (annoyed)
               Out here I'm just what?

                         Z
                      (through the water)
               Hlllllllp!

                         BALA
                      (hands on hips)
               Stop fooling around in there.

     By now the droplet has started rolling, and Z is being turned
     upside-down.  He manages to get one foreleg out of the
     droplet, and, in a frantic attempt to pull himself out, pulls
     Bala in by the leg.

                         BALA
               Let me go!!!

     But it's too late -- they're now both stuck in the droplet,
     and, as Z continues to drown, he also has to deal with Bala
     yelling at him -- though we can't hear exactly what it. is
     she's yelling through the water.

     Then, having run out of air, she too starts thrashing,
     alternately trying to swim and trying to slap him as Z tries
     to defend himself.  Finally all this commotion is enough to
     make the droplet burst, spilling the two coughing,
     sputtering, drenched ants onto the ground.

     They both lie there, miserable, wet, and cold.

                         BALA
                      (chants to herself)
               I'm going to be rescued soon.  I'm
               going to be rescued soon.  I'm going
               to be rescued soon.

     Z watches her incredulously.

                         Z
               Princess, has it ever occurred to you
               that they're not going to rescue you?

                         BALA
               General Formica won't let me die out
               here.  I'm his fiancee.

                         Z
               Look.  How many other Princesses are
               there?

                         BALA
               Five thousand three hundred and
               ninety -- no.  About five thousand
               four hundred by now.

                         Z
               And only you can become a Queen?

                         BALA
               Well...no, but --

                         Z
               So what makes you so special?

                         BALA
                      (hesitates)
               Well...I am the oldest.

     Bala turns from Z.  She's thinking things over, realization
     dawning on her.

                         BALA
               By three seconds...

     She looks out into the grass forest.

                         BALA
                      (to herself)
               You're right.  There are as many
               Princesses...as there are blades of
               grass.

     Z, overhearing her, slowly puts his hand on her shoulder.

     INT. MEGA-TUNNEL - DAY

     Formica and Carpenter are walking into the entrance of the
     tunnel with a squad of soldiers.

                         FORMICA
               Dammit, this tunnel is priority A-1!
               We can't afford any delays on this
               project!

                         CARPENTER
               I've never seen anything like it,
               General, they're they're...well, look!

     Ahead of them, a group of a few hundred workers have stopped
     work and are sitting down, chanting...

                         WORKER ANTS
               Z!  Z!  Z!  Z!

     A worker moves forward to join the strikers, tossing down his
     tool.

                         FOREMAN
                      (yelling at him)
               Where do ya think you're going?  Get
               back to work!

                         WORKER #1
               Buzz off, I'm important!
                      (joining the others)
               Z!  Z!  Z!  Z!


     At the center of the group, Weaver and Azteca are holding
     hands, leading the chant.

                         FORMICA
               Notice the big one, holding hands
               with the female?

                         CARPENTER
               Well, uh, who notices workers, sir?

                         FORMICA
                      (calculating)
               No one should have to.  Have him
               brought to me.

     INT. FORMICA'S CHAMBERS - NIGHT

     A nervous Weaver is sitting across from Formica, flanked by
     a couple of stoic guards.  Carpenter stands smiling by the
     side door.  There is no obvious threat to Weaver, but the
     atmosphere is truly intimidating.

                         FORMICA
               So this Z...he fancies himself an
               individual?

                         WEAVER
               Yeah...I mean...well...I don't know,
               really, sir.

                         FORMICA
                      (patronizing)
               Well now you haven't fallen for this
               silly idea of individuality, have
               you?

                         WEAVER
               Oh, no, sir!

                         FORMICA
               Good.  You're a good soldier.

                         WEAVER
               Thank you, sir.

     Weaver begins to relax a bit.

                         FORMICA
               So tell me.  Where's Z?

                         WEAVER
               I...I have no idea, sir.

                         FORMICA
               Okay, son.

     He pats Weaver on the shoulder.

                         FORMICA
               We know what makes an ant colony
               strong, don't we?  We know that no
               ant can be an individual.  No single
               ant matters, right?

                         WEAVER
                      (enthusiastically)
               That's correct, sir!

                         FORMICA
                      (points at a guard)
               Not that one.
                      (another guard)
               Or that one.

                         WEAVER
               No, sir!

     Formica nods at Carpenter, who smiles and opens a door.  Two
     soldiers walk in, holding Azteca.  The color drains from
     Weaver's face.

                         FORMICA
                      (calmly, with
                       satisfaction)
               Or that one?  Her life doesn't
               matter, does it?

                         AZTECA
               Don't tell that tightass anything,
               Weaver!

     Weaver starts to get up, but the guards behind him hold him
     down.

                         WEAVER
               Wait!  Just let her go!  Z's long
               gone anyway, following some golden
               egg to Insectopia!  You'll never
               catch him!

     Formica's face lights up.

                         FORMICA
               Insectopia, hunh?...See why
               individuality is so dangerous?  It
               can always be used against you.
                      (to the guards)
               If this sissy here wants to dig,
               he'll dig.  Send them both back to
               the tunnel project.  Double their
               workload.

     The guards exit with Weaver and Azteca.

                         FORMICA
               What do we have on this "Insectopia"?

                         CARPENTER
               Scattered reports, sir.  Rumors.
               Nothing reliable.

                         FORMICA
               Desperate times call for desperate
               measures.  Get me Ant Team Six.

                         CARPENTER
                      (frightened)
               Ant Team Six...

     EXT.  GRASS JUNGLE - DAY

     Z and Bala are lost, wandering through the grass

                         BALA
                      (looking hopeless)
               I swear, we've passed this blade of
               grass three times.

     Z keeps marching on.

                         BALA
               Face it, Z, we're lost!  We must have
               walked halfway across the world by
               now!  How did I get into this mess...

                         Z
                      (too shy to look at
                       her)
               Come on...tell me there wasn't just
               a little...something between us that
               first night at the bar.  The night we
               danced.

                         BALA
                      (sadly)
               What difference does it make...we're
               both going to starve to death, or get
               squished, or set on fire...

     But Z is just gawking.  The shot expands to show that they
     have stumbled onto...

                         Z
               ...The land of red and white...

     EXT. FALSE INSECTOPIA - DAY

     A PICNICGROUNDS...A red and white picnic blanket, which to
     the ants looks like a vast, undulating pavilion, stretches
     before them.  They gaze up at two obelisks: a salt and pepper
     shaker.

     Behind that is a gigantic tupperware jar full of potato
     salad, and sandwiches stacked high.  It all looks perfect,
     with the clean lines and monumental proportions of fascist
     architecture.  In fact, it looks a little too perfect.

                         Z
               We've found it!  Insectopia!  Look at
               all this food'

                         BALA
                      (amazed)
               You were right...you were right!
                      (smiling happily)
               Z, it's beautiful!

                         Z
               Let's dig in!

     Z goes over to a gigantic sandwich, but -- BOOIIING! -- he's
     prevented from getting at it by the saran wrap covering it.

                         Z
               There's - there's some kind of force
               field!

     Bala joins him, laboring against the saran wrap.  Then both
     of them hear laughter from above.

                         MALE WASP (O.S.)
                      (lockjawed accent)
               Muffy, look, party-crashers.

                         FEMALE WASP (O.S.)
                      (laughing)
               They're simply too much, Chip!

     Bala and Z look up to see two large, yellow WASPS hovering in
     the air above them.  The husband and wife wasps have
     lockjawed, William F. Buckleyesque accents.

                         MALE WASP
                      (to Z and Bala)
               You down there, haven't you ever been
               to a picnic?

                         Z
               Hunh?

                         FEMALE WASP
               Habla Ingles?
                      (to Male Wasp)
               Well I really don't know who they are.

                         Z
               We're ants!

     The Male Wasp zooms in closer.

                         MALE WASP
               Poopsie, we know some ants, don't we?
                      (to Z)
               Are you related to the Fifth Avenue
               ants?

                         FEMALE WASP
               Darling, do you have to talk to any
               insect from off the street?

                         MALE WASP
               Just being friendly, Poopsie.

                         BALA
               Hello?  I'm not just "any insect".
               My mother is the Queen.
                      (momentously)
               I'm Princess Bala!

                         MALE WASP
                      (under his breath)
               They're Eurotrash, dear.

     We hear a loud RUMBLING noise -- the family is about to sit
     down for their picnic lunch.  Gigantic hands reach down and
     pull away the "force fields".

                         MALE WASP
               Lunch!
                      (to Z)
               A little piece of advice, sport --
               bob and weave!  Bob and weave!

                         BALA
               What do you mean?

                         MALE WASP
               Well -- like my father used to say --
               there's no such thing as a free meal!

     The wasps dive in to the picnic, darting in for a bite, and
     then dashing away again...

                         THE WASPS
               Excuse me -- I'll have some potato
               salad -- thank-you! -- don't mind if
               I do!  After you! (etc.)

     -- But all is not well.  We pull back to reveal that Z and
     Bala are standing in front of a giant sneaker logo, which is
     attached to a giant sneaker.  Which moves.

                         Z
               I sort of imagined Insectopia a
               little differently --

     Just at that moment, we hear a whistling in the air -- and
     the female wasp is crushed by a huge swatter that sweeps out
     of the sky, sending the picnic blanket billowing up in an
     aftershock that throws Bala and Z to the ground.

                         BALA
               Oh...my...God.

                         MALE WASP
                      (shaking her)
               Muffy!  Muffy!  Wake up!

     But she doesn't move.  The Male Wasp stares up at the sky.

                         MALE WASP
                      (heartbroken)
               WHYYYYYYYYYYYYY????

     But Z, also looking up, has no time to commiserate.

                         Z
               Bala, look out!!

     They are only saved by the fact that they are so small - .the
     holes of the swatter pass over them.

     The woman, realizing that the swatter won't work on ants,
     throws it to the side and tries stomping on them...

     Before Bala can get away, a sneaker falls on her with a
     thunderous BOOM that shakes the ground.

                         BALA
               MMMffllmmm...

     The shoe rises, as the person wearing it steps away...and we
     see that Bala is stuck in one of the ridges of the waffle-
     soled sneaker, adhering to a big piece of bubblegum!

                         BALA
               Z!  Help me!!!

     But Bala is carried off on the sneaker in a huge, looping,
     ferris-wheel-like motion.  BOOM.  The sneaker on which Bala
     is stuck falls again, as the woman tries to step on Z, too --

                         Z
               Bala!
                      (mournfully)
               I'll never see her again...

     -- But he does, instantly, as the shoe rises again, showing
     Bala stuck deeper in the bubblegum --

                         BALA
               Z!!!  Get me out of heeeeere!

     -- The woman has decided to walk away from the picnic to get
     the bubblegum off her shoe...Z heart sinks as the shoe Bala's
     stuck on lopes off into the distance...

                         Z
                      (thinks)
               These things always come in twos...

     He sees a SECOND SHOE starting to rise --

                         Z
               Take me to your leader!

     Z runs towards the shoe as it rises... and at the last moment
     catches on to the snaky, swinging shoe-lace.

                         Z
               Whoooooooaaaa!!!

     The sneaker lifts off into the air, with Z holding on for
     dear life to the lace, and getting further and further away
     from Bala as he's drawn to a vertiginous height...the
     landscape can be seen rolling and pitching crazily in the
     background...

                         Z
               Bala!  Come back here!

     For a moment, the sneaker seems to pause in the air...then it
     descends again, in a stomach-churning, roller-coaster free-
     fall as the sneaker on which Bala is stuck rises up again...

                         BALA
               Z!!!!!!!  I'm stuck!

     --  But Z is trying to keep his lunch down as he descends.
     The sneaker hits the ground, and Z can feel himself
     again...it's now or never.

                         Z
                      (Tarzan whoop)
               Aa-ee-ya-ee-yaaaaaaaah!!!!!!!

     As the sneaker rises again, he swings off the lace, hurtling
     through the air and catching one of the laces of Bala's
     sneaker...the momentum swings him up and under the sole...

                         BALA
               Z!  You're here!

     Z gets smashed into the bubblegum next to Bala.  Now he's
     stuck too.

                         Z
                      (ruefully)
               Yeah.  I'm here.

     The sneaker descends again.  Z and Bala hold hands and SCREAM
     as they see the ground rise too meet them...

     THUD!  They're squished deeper into the bubblegum.  The
     sneaker rises again...

                         BALA
                      (emotional)
               Z...if we don't make it...I just want
               you to know....

                         Z
                      (touched)
               Yes?

                         BALA
               This is all your fault!!!

     The sneaker rises, and seems ready to fall again...but
     instead it just hovers there.  (The person wearing it is
     balancing on one leg and about to scrape off the bubblegum
     with a penny).

                         Z
               We're safe...

     Just then, the hand holding the penny looms up...the penny
     is, by ant standards, about sixty feet high.  The huge image
     of Abraham Lincoln stares down at them.

                         Z
               Who the hell is that?!!!

     The penny starts scrapes the bubblegum off the sneaker,
     bringing Bala and Z along with it.  They're carried through
     the air as the penny gets thrown away...turning over and over
     in a lopsided orbit as Bala and Z SCREAM...

     ...and land with a CRASH in total darkness.

     EXT. LAKE - DAY

     The "lake" where Z and Bala were nearly drowned by the water
     droplet.

     The earth shakes as a HUGE, MONSTROUS creature approaches the
     lake - and begins to drink from it.  The creature seems to
     hear something, and, growling, turns its ugly head.  It's a
     Pomeranian, one of those yappy little lap-dogs -- but seen
     from ant perspective, it's something out of a horror movie.

                         TOUGH VOICE (O.S.)
               Ant Team Six -- take him out!

     The monster bears its huge fangs at the approaching
     intruders -- a bunch of flying ants who look as though
     they're attacking the Death Star!

     The monster rears and snaps at two of the ants, who are
     making a diversionary run...

     and then gets it from the rest of the ants, who land on his
     soft, wet nose and start stinging away like crazy.

     The monster rears back in pain -- and runs away, YIPPING!

     The members of ANT TEAM SIX, a crack team of hardcore flying-
     ant commandoes a la Seal Team Six, break off the attack and
     land.

                         MAJOR MANDIBLE
               And don't come back, you sissy!

     MAJOR MANDIBLE, Ant Team Six's lethal commander, steps into
     frame.  He's the one-eyed killer we met in the bar earlier.
     The rest of his team fan out to search the area.

                         MANDIBLE
               Talk to me.

                         COMMANDO ANT
               Z and the Princess were here, sir.
               Signs of a struggle.

                         MANDIBLE
               Let's get a read on that feremone
               track.

                         COMMANDO ANT #1
                      (to the others)
               Get the sniffer!

     Two other commandoes come running up with what looks like a
     piece of machinery on a tripod -- only it's an ant -- a
     highly specialized, blind ant with an incredibly acute sense
     of smell.

                         TRACKER ANT
               Bala...find Bala...

     The tracker, drool running out of its long proboscis, sniffs
     the air and starts signalling like a geiger counter...

                         TRACKER ANT
                      (as he's swivelled)
               Nnononononononoyeahyeahnononononono
               no...

     Finally the tracker stops swivelling, pointing in one
     direction and saying, "Yeahyeahyeahyeah..."

                         COMMANDO ANT #3
               Got 'em!  Ten clicks from here!

                         MANDIBLE
               Z -- you dirt-digging, fancy-dancing,
               wisecracking, royalty-grabbing, rebel
               SCUM!
                      (yelling into the
                       distance)
               I AM COMING FOR YOU!  YOU ARE ONE
               DEAD ANT, MISTER!

     Mandible's muscles bulge.  The veins in his head throb.  This
     is one ass-kicking ant.  Even Mandible's troops look scared
     of him.

                         MANDIBLE
               Let's MOVE!  GO, people!  GO!  GO!
               GO!  GO!  GO!

     Ant Team Six takes to the air, heading in the direction
     indicated by the tracker ant.

     INT. TRASH BAG - DAY

     Darkness.  Out of it we hear the voices of Z and Bala.

                         BALA
               Come on, Z.

                         Z
               Forget it.  You go ahead, I give up.
               I...I don't know what I was thinking.
               "Insectopia".

     In one corner of the screen, we can see an irregular little
     hole through which a shaft of light is falling.  Bala
     proceeds towards it, the hole appears to get bigger and
     bigger...

                         Z
                      (defeated)
               There's only one thing worse than an
               ant who goes around mindlessly
               following orders, and that's an ant
               who's too dumb to go around
               mindlessly following orders.

     Bala stops...she notices that they're being watched.  She's
     emerging from a tied off garbage bag -- the yellow ties loop
     away gracefully.  Bala and Z have been tossed into a garbage
     area.  And above them and below them, peering from garbage
     cans, recycling containers, bags, etc., a multi-cultural
     assortment of insects are regarding them.

     A laid-back FLY voices their thoughts.

                         FLY
               What's with the bummer attitude?

     A nearby BUTTERFLY joins in.

                         BUTTERFLY
               Yeah -- nobody stresses out in
               Insectopia!

                         BALA
               Did you say...

                         Z
                      (joining Bala)
               ...Insectopia?

     Z and Bala look around.  Just to get things straight, the
     garbage dump doesn't look disgusting -- that would be seeing
     it through human eyes.  Instead, we're looking at it through
     ant eyes -- and, reimagined this way, it's Paradise.  Not the
     ordered, sterile, paradise of the picnic, but an earthly land
     of plenty.

     The sides of the plastic garbage bags are sheer, reflective
     walls of smoothest obsidian...the garbage cans are gigantic,
     thick metal columns put there by the gods (think the
     pyramids); a coke bottle, refracting the sunlight into a
     gorgeous rainbow, trickles a fountain of sweet nectar into
     the pink, bittersweet flesh of a grapefruit half, which
     appears as a multi-chambered concave dome.  Everywhere,
     insects are disporting themselves -- a multi- species love-in
     that's like an insect version of Woodstock.

     Bala and Z are awe-struck.  Bala turns to Z.

                         BALA
                      (happily)
               Z, we made it!

                         FLY
                      (alighting on the
                       grapefruit)
               C'mon in!  The nectar's fine!

     Like a kid at an amusement park, Z slides down the smooth
     side of the garbage bag, whooshing this way and that until he
     slides into one end of a straw (a red and white striped
     tunnel), and is shot out...

                         Z
               Yippeeeeee!

     ...into a bottle-cap filled with lemonade, which he
     alternately drinks and swims through...

     Down at the bottlecap, Z is drying himself off.  Then he
     sees, emerging from behind a lemon peel, a gigantic TERMITE.

                         Z
                      (terrified)
               AAAAAGH!!!

     Surprisingly, the termite seems equally terrified...

                         FLY
                      (to Z)
               Hey, take it easy!  There's nothin'
               to be afraid of!

                         Z
               Yeah, well, I make it a practice not
               to trust anyone who shoots acid out
               of their forehead.

                         CRICKET
               Dude, here in Insectopia, we don't
               judge people by how many arms and
               legs we've got.

                         FLY
               Yeah, back home, they called me a
               fruitfly.  But here, I'm known
               as...
                      (with attitude)
               Superfly.

                         CRICKET
               Anyway, big Gus is mellow.

     The termite sticks his hand out.  A drop of acid drips from
     his head and splashes at Z's feet.

                         Z
                      (taking his hand,
                       disgusted)
               Charmed.

     Z reaches out and shakes the termite's hand, as Bala watches,
     smiling.

                                              CUT TO:

     EXT. INSECTOPIA - NIGHT

     The insects are having a cookout, their faces illuminated by
     the still-red ember of a match.  Platters heaped with food
     lie untouched as they pat their bellies...

     Z and Bala sit next to one another, smiling shyly as if they
     had just met for the first time.

                         Z
               So...you never did tell me...what
               made you come out to the worker bar
               that night?

                         BALA
               Just looking for fun, adventure,
               trouble, I guess.

                         Z
               Well, "trouble" is my middle name.
               Actually, my  middle name is .985,
               but I don't tell people.  Hey, Bala,
               I...I actually have something of
               yours...you left it at the bar that
               night.

     Z takes out Bala's scarf, which he's been keeping folded in
     a pocket.

                         Z
               Sorry, it's been through a war, not
               to mention everything else...

                         BALA
               You held onto this all that time?

                         Z
               Well, I...I know it's a little
               strange, but...I thought it might
               come in handy if I...needed a scarf
               someday.
                      (embarrassed)
               Well, to be honest, I just liked
               having it.

     He hands it back to her.  Bala looks at Z, frankly, openly.
     For a moment Z is shy.  Then he looks at her too.  They're
     two lovers, leaning closer, about to have their first kiss,
     when --

                         BEETLE
               Hey Z!

     The moment is wrecked.  Z looks up.  A chubby beetle stands
     there with Gus the termite.

                         BEETLE
               Wanna bring back dessert?  There's a
               thirty foot long blimp in the next
               can, made completely of chocolate!

                         Z
                      (annoyed)
               Sure.  I wasn't busy or anything.

     Z gets up to go with them.

                         Z
               Great timing, guys.  Ever wonder why
               they call you "pests"?

     EXT.  INSECTOPIA, TOP OF CAN - NIGHT

     As Ant Team Six lands and takes up position above the feast.
     The tracker ant is going nuts.

                         TRACKER ANT
               Yesyesyesyesyes --

     One of the commandoes puts his hand over the tracker's mouth
     to shut him up.  Mandible communicates with his troops by
     pulling down his one functional antenna and gruffly
     whispering into it, as though it were one of those commando
     headsets.  His troops do likewise.

                         MANDIBLE
               Talk to me.

                         COMMANDO #1
               I've got a read on the Princess --
               but target Z isn't accounted for.

                         MANDIBLE
               Let's move in.

     EXT. INSECTOPIA - NIGHT

     Back at the feast, a cricket strums on his legs like a
     guitar, opining about life and the universe to a bunch of
     other chilled-out, hippyesque insects...Bala taps her feet to
     the song.

                         CRICKET
               What if, like...we're just these tiny
               little things, and we're just like
               part of this whole other huge
               universe, that's like, so big we
               don't even know it exists?

                         LADYBUG
               Man...that's so deep...

     At that moment Ant Team Six rapels down from the top of the
     garbage bin, landing amongst the insects.

                         MANDIBLE
               EVERYBODY DOWN!

     The cricket gets up to confront Mandible, but Mandible cold
     cocks him with a right to the jaw.  The other insects, too
     surprised to fight, just do as they're told.

                         MANDIBLE
               Alright, you hippy scum!  Make one
               move and I'll exterminate you!

     A couple of commandoes grab Bala by the arms and heave her up.

                         BALA
               Stop!  You don't understand!

                         MANDIBLE
               I don't have to understand, Missy --
               I've got orders.  Now where's Z?

                                              CUT TO:

     INT. INSECTOPIA - NIGHT

     Z, the termite, the beetle and the fly are happily carrying
     a huge M&M back to the feast.

                         FLY
               Man, your girl is fly, know what I'm
               saying?

                         Z
                      (overdoing it)
               Oh, Bala?  I guess she's okay, you
               know, for a princess.  I mean, I
               usually date queens, or you know,
               empresses, because sometimes the
               lesser nobility are too much in awe
               of my smouldering sensuality.  Please
               stop me if I'm making you feel
               inadequate.

     They throw down the M&M, which lands with a THUD.  Z notices
     that the rest of the insects look spooked.

                         Z
               What's the matter?  This place is as
               cheery as a Roach Motel at check-out
               time.

     Z looks around.

                         LADYBUG
               Bala's been kidnapped!  Some flying
               ants took her back to the colony!

                         Z
               She's been kidnapped?!  But I can't
               live without her!

     Z just stands there, heartbroken.

                         Z
                      (determined)
               I'm going back.  I've got to get her.
               Who'll come with me?

     Z looks around.  Nobody's volunteering.  Nothing but sheepish
     looks and shuffling from the insects of Insectopia.

     Z looks disheartened.  He's about to leave when --

                         MALE WASP (O.S.)
               I'll go.

     The male wasp is hovering nearby.

                         Z
                      (surprised)
               You?!

                         MALE WASP
               I know what it's like to lose
               someone...I keep hearing the sound of
               Muffy's flapping wings...so I'll take
               you.

     Z hops on the wasp's back.

                         Z
               Let's go, pal!

     The wasp takes off, leaving the other insects looking a
     little chastized.

                         FLY
               Geez.  I feel like a real stinkbug.

                                              CUT TO:

     EXT. SKY ABOVE COLONY - MORNING

     The wasp and Z fly high above the colony...

                         Z
               Wow...I never saw things this way...

     From here, we can see the whole layout of the land around the
     colony...the "desert" (an asphalt path) and across it, the
     "lake" (the overflowing water fountain)

                         Z
               Things look so close together from up
               here...there's the desert...and the
               lake...
                      (thinking about
                       something)
               it's not far from the colony at all...

     Suddenly, the wasp bounces up and down in the air.

                         MALE WASP
               Sorry.  Turbulence.

     INT. FORMICA'S CHAMBERS - DAY

     Formica sits at his desk, going over some plans.  Formica's
     chambers are located inside a snake skull, with the eye
     sockets serving as windows, and the mouth serving as a door.
     The walls are hung with trophies -- the heads of other
     insects.

     Ant Team Six burst in the doors of Formica's office, carrying
     the struggling and kicking Bala.  One of the commandoes sets
     the tracker ant one the floor...then Formica gets up from his
     desk as the commandoes bring the princess to him.

                         FORMICA
               Princess Bala.  Good.
                      (with urgency)
               Where's Z?

     Bala replies warily.

                         BALA
               He's...he's dead.
                      (covering for Z)
               You don't have to look for him
               anymore.  He was eaten by a praying
               mantis.

                         FORMICA
                      (regretfully)
               It's a shame he died prematurely...I
               was hoping to kill him myself.

                         BALA
               Well you'll never be able to hurt him
               where he is now.
                      (sadly)
               I miss him already.

                         FORMICA
                      (surprised)
               You miss him?  Why?

                         BALA
                      (angry)
               Because...because he's twice the ant
               that you are.  I could never go
               through with marrying you.  I'm --
               I'm an individual, and when I get
               married, it'll be to someone I choose.

     The soldiers look shocked.  For a moment, Formica looks
     furious.  Then he just shrugs.

                         FORMICA
                      (shaking his head)
               Princess Bala, I'm just a simple old
               soldier, and the ways of the feminine
               mind are a little too complex for me.
               But one thing I do know is, there are
               more Princesses where you came from.
               I just hope they're not all like you.
               In the meantime, maybe we can arrange
               for you to see Z again after all.

     He gestures to the commandoes, who drag her out the door.  We
     notice that the tracker ant has been left behind.

     EXT. ANT MOUND - DAY

     Z hops down from the wasp, who has landed near the entrance
     to the colony.

                         MALE WASP
               Good luck, Z.  For a wingless insect,
               you're alright by me.

                         Z
               Thanks, Chip.

     They shake hands and the wasp flies off.

                         Z
                      (to himself)
               How am I going to get in?  The place
               is crawling with soldiers!

     Z starts for the nearest entrance -- but he's spotted by a
     couple of SOLDIER ANTS.

                         SOLDIER ANT
               You there!  Worker!

     Z's caught -- it's over.  He turns around with his hands up.

                         Z
               Don't bite!  I surrender!

                         SOLDIER ANT
               What are you doing out here!  All
               workers are to remain inside the
               colony, by orders of General Formica!

     Z can't believe his luck -- and his curiosity is piqued.

                         Z
                      (heading inside)
               Well...if you insist...

     INT. MEGATUNNEL - DAY

     The Queen, with Formica striding at her side, is carried by
     a personal escort of fifty or so struggling workers to the
     bottom end of the Mega Tunnel, where a red ribbon waits to be
     cut.

                         QUEEN
               Very impressive, General.

     Behind her, hundreds of thousands of workers are crowded,
     looking confused and expectant.  Some of them clutch little
     flags and noisemakers...

                         MANDIBLE
               Wave that flag, you maggot!

     ...which we see are being handed out to them by Ant Team Six.

                         FORMICA
               Is there anything wrong, your majesty?

     The Queen is looking around unhappily.

                         QUEEN
               It's just...How I miss Bala.  I wish
               she were here for this special moment.

     Formica warmly places his hand on the Queen's shoulder.

                         FORMICA
                      (falsely supportive)
               She is, your majesty.  She is.

     The CAMERA heads up the long, long tunnel, where we see...

     INT. MID SKYLIGHT TUNNEL

     Bala, tied and gagged.  She's at the point in the Megatunnel
     where it begins to curve upwards towards the surface.  She
     struggles against her bonds, but can't get loose.

                                              CUT TO:

     INT. ANT MOUND - DAY

     Elsewhere in the colony, a column of soldiers marches by, and
     we hear the TROMP-TROMP-TROMP of their boots.  When they've
     gone, Z pokes his head out from behind a pile of dirt...he
     heads in the opposite direction of the soldiers...

     INT. OUTSIDE FORMICA'S CHAMBERS - DAY

     Z creeps around the outside of Formica's chambers.  This part
     of the colony seems to be deserted.

                         Z
               Geez, this place really empties out
               in August.  Where is everybody?

     Z walks up to the skull that houses Formica's chambers and
     peeks in the eye socket.

     INT. FORMICA'S CHAMBERS

     Inside, the Tracker Ant, who's been left behind, switches
     "on", eyes glowing.  Z enters the chamber cautiously.

                         TRACKER ANT
                      (sniffing)
               Z!  Z!  I smell Z!

     For a moment, Z's afraid.  Then he sees the small Tracker Ant
     doesn't seem hostile.

                         Z
               You "smell" me?  Well look, I -- I've
               been out in the wilderness for a
               while, and --

     The tracker ant keeps sniffing.  Z waves his hand in front of
     the blind ant's eyes.

                         Z
                      (getting it)
               Hey, wait, you're...you're one of
               those pheremone sniffers, aren't you?
               Maybe you can help me...I'm looking
               for a friend of mine, Princess Bala.

                         TRACKER ANT
                      (enthusiastic)
               Bala!  Yeahyeahyeahyeahyeah!  Find
               Bala!  Yeahyeahyeahyeah!

     Z picks up the tracker ant.

                         Z
               Just remember, I met her first.

     Z, carrying the little tracker ant, heads out, following its
     lead...

     Through this and that passage, as the Tracker Ant gets more
     and more insistent...And finally straight to a blank wall.

                         TRACKER ANT
               Yeahyeahyeahyeahyeahyeahyeah...

                         Z
               Bala's through there?

                         TRACKER ANT
               Bala...Yeahyeahyeahyeahyeahyeah...

                         Z
               Great.  More digging.  This is why I
               left in the first place.

     Z can answer his own question.  He puts down the tracker ant,
     with a look on his face like a kid forced to eat broccoli,
     starts digging through the wall...

     INT. SKYLIGHT APEX - DAY

     Meanwhile, A member of Ant Team Six -- the stupidest member,
     in fact, waits at the very top of the tunnel, where it
     narrows almost to a point.  He's hanging from a winch, and
     has a little hammer and chisel in his hand.  He's WHISTLING,
     awaiting instructions.

     INT. MEGA-TUNNEL - DAY

     Z emerges from the tunnel he's dug, spits a load of dirt out
     of his mouth and wipes his hands off.  Nearby, Bala lies
     there, bound and gagged.

                         Z
               Bala!

     Z unties Bala and undoes her gag.

                         BALA
               Z!  You came back!

     They HUG.

                         Z
               Why do they have you tied up here?

                         BALA
               There's something going on, Z --

     From here, Z can see far down the tunnel to where the crowd
     is gathering.

                         BALA
               They're having a ceremony to open the
               Megatunnel...

     We can hear the sound of WATER SHIFTING somewhere above.  He
     looks up the tunnel...in the distance, we can make out the
     silhouete of the commando set to break open the wall...

                         Z
               Bala, that -- that lake we found --
               I think the tunnel's right underneath
               it!
                      (horrified)
               -- Formica's going to flood the
               colony!!!  That's what he meant when
               said there were too many ants!

                         BALA
               Oh no...

     Bala looks too shocked to move.  Z starts pushing her into
     the tunnel he made, and starts heading down towards the crowd.

                         BALA
               Z!  what are you doing?

                         Z
               I know it's crazy, but -- I can't
               just leave.  Don't argue with me.  If
               I've learned anything, it's that the
               problems of two people don't add up
               to a hill of ants in this world.  Or
               beans.  Something like that.  Anyway,
               I've got to warn the others.

     Z looks into Bala's eyes.

                         Z
               Head for the surface, Bala.  If I
               don't make it, well...we'll always
               have Insectopia.

     Z kisses Bala.  Then he starts running down the tunnel
     towards the crowd...

                         BALA
                      (following him)
               Z!!! Wait for me!

     INT. ANT MOUND - DAY

     All the SOLDIERS are filtering out of the assembly area,
     leaving the workers behind.  As his troops march by, Formica
     steps to the side and hands the Queen a pair of scissors to
     cut the ribbon strung across the Megatunnel.

                         FORMICA
               Your majesty, I'm afraid matters of
               state keep me from attending the
               ceremony.

                         QUEEN
               But General -- this tunnel is your
               baby!  You're sure you can't stay ?

                         FORMICA
               'Fraid not, your majesty.
                      (with regret)
               Goodbye, your majesty.

                         QUEEN
               Very well, General -- I know you --
               all work and no play!

                         FORMICA
               Alright, let's move out!

     Formica, surrounded by his bodyguards, hurries off as the
     Queen readies to cut the ribbon...

                         QUEEN
               In the name of the colony, I declare
               this tunnel open!

     INT. MEGA-TUNNEL - DAY

     Z and Bala sprint towards the bottom end of the tunnel...

                         Z
               Stoooooop!

     -- and then pull back to see Queen cut the ribbon -- she
     looks up and sees --

                         QUEEN
               Bala!

                         BALA
               Mom!

     Z calls out to the crowd.

                         Z
               Listen up!  We've all got to get out
               of here!  This place is going to
               flood!

     The workers are unconvinced.

                         WORKER #1
               Are you nuts?

                         Z
               You've got to believe me!

                         WORKER #2
               Oh yeah?  What makes you so special,
               Mr. Know-It-All?

                         Z
               I'm Z.

     The workers are even more sceptical.  A laugh goes up from
     the crowd.

                         WORKER #3
               You're Z?  Gimme a break!  Z's ten
               milimeters tall!

                         WORKER #4
               -- and he can kill termites with his
               bare hands!  You're just some scrawny
               worker with a mental problem!

                         Z
               I am Z!

                         WORKER #1
               No you're not!

                         WEAVER
               Yes he is.

     Weaver steps out of the crowd.

                         Z
               Weaver!

     Weaver runs up to Z and hugs him, starting to cry.

                         WORKERS
               Hey...it is Z...listen to what he
               says! [etc].

                         WEAVER
               Z...I'm so sorry!  I --

                         Z
               Don't worry about it, pal.

     Nearby, Bala and the Queen hug.  The Queen looks over at Z.

                         QUEEN
                      (distastefully)
               Oh...it's that social-climbing worker
               again -- what does he want?

                         Z
                      (in response)
               To save you all!  Now we've got to go!

                                              CUT TO:

     EXT. ANT MOUND - DAY

     Outside of the colony, where Formica, surrounded by the army,
     gives a signal to Mandible by drawing his finger across his
     throat...

                         MANDIBLE
                      (talking into his
                       antenna)
               Let 'er rip!

     INT. SKYLIGHT APEX - DAY

     AT THE TOP OF THE TUNNEL, the commando starts chiseling away
     furiously at the wall...and nothing but dust falls down.  The
     commando looks at the dust as it falls down, down the long
     tunnel...he looks up at the dry wall...Hmmm...

     Then...

     THE WALL BURSTS OPEN.

     And a TORRENT starts pouring out -- swallowing the terrified
     commando as if he were a crumb and heading down the tunnel
     like a freight train, ripping up the walls as it goes...

     INT. EARLY MEGA-TUNNEL - DAY

     Everyone turns to hear the rumbling sound coming down the
     tunnel --

                         AZTECA
               Listen!

                         WORKER #1
               He's right!!!

     From here, we can see deep into the tunnel, at the point
     where it levels out...and the torrent can be seen rushing
     down at them...

                         Z
               LET'S MOVE IT!

     All of a sudden there's panic as every ant tries to scramble
     away from the oncoming water...in the confusion, the Queen's
     bearers drop her and scramble over her.

                         QUEEN
               You there!  Stop!  I say!

     The Queen turns, and for a brief moment is silhouetted
     against the white-capped torrent of water...

     ...and then she picks her abdomen up like a skirt and high
     tails it away from the torrent, running so fast that she
     passes some of her bearers on the way...

     And then the torrent spits out of the mouth of the
     Megatunnel, quickly filling up the chamber and branching into
     all of its side tunnels, as we see:

     A group of workers RUNNING up a side tunnel and getting
     consumed by a wave, which crashes down on them like a hand
     slapping a table...

     Another group, the members of which are getting swallowed up
     one by one; one of the ants runs up on the ceiling of the
     tunnel and keeps on going, upside-down...it works for a while
     but eventually he, too is swallowed up...

     -- In the Nursery, nurses are evacuating stacks of crying ant
     babies...

     In one of the larger access-tunnels, down which thousands of
     workers are fleeing, a group of ants turns and decides to
     make a stand for it -- they link up in a mass and form a
     LIVING DAM.  It holds for a while but then BURSTS scattering
     and smashing ants along the sides of the tunnel before eating
     them up...

     And we...

                                              CUT TO:

     INT. TOWN CENTER - DAY

     The huge main chamber of the colony, where most of the
     workers -- as well as Z, Bala, Weaver, Azteca, and the
     Queen -- have run to.

     The chamber is rapidly flooding from all sides.  Water flows
     out of every escape tunnel the workers try...and the crowd is
     becoming more and more closely packed together as the waters
     rise around them.

                         AZTECA
               There's no way out!

                         QUEEN
               We're all going to drown!!!

                         BALA
               Z...what can we do?

     Z clenches his fist...he feels utterly powerless...then he
     shouts...

                         Z
               Dig!

     The workers turn to look at him questioningly.

                         Z
               We've got to dig a trench around us!

     -- But one of the workers raises his hands.

                         WORKER #1
               Uh...we don't dig any more.  We're
               individuals.

                         WORKER #2
               Yeah.  We're too important to dig.
               You taught us that, Z.  You hate
               digging!

                         Z
                      (at his wits end)
               Yeah, but I hate drowning more!  Now
               dig!

                         WEAVER
               You heard the ant -- DIG!!!

     The workers start to dig a circular moat around themselves,
     passing the dirt back into the middle of what remains of the
     dry ground.

     -- But they seems to be making little headway against the
     water as it continues to rush in...

     The ant labor we saw up to now were nothing compared to
     this.   As the moat gets deeper, the pile grows higher and
     higher...Weaver is digging up huge chunks of earth...nearby,
     Azteca is digging like crazy too...Z runs around, directing
     traffic and encouraging the workers...

                         Z
               That's it!  Pass the dirt back to the
               center!  Go on!

     Nearby the Queen stands there, looking squeamish.

                         Z
               Your highness...time to get your
               hands dirty!

     Gingerly, the Queen reaches out for a clod of dirt...and
     passes it along.  Next thing you know, she's practically
     crushed by a huge load thrown up by Weaver.

     The water keeps rushing in...but now we notice that...

     ...the pile of dirt in the middle of the "island" created by
     the digging of the moat is growing higher and higher,
     reaching up towards the ceiling of the chamber...

     ...And the water is getting swallowed up by the moat,
     swirling around angrily.

     Now Z looks up, and sees that with a little more effort they
     can reach the top --

                         Z
               We need to form a scaffolding around
               this mound -- let's DO IT!

     The workers start to cluster around the mound, covering it,
     forming a tight network of living bodies around the mound up
     towards the ceiling...

                         Z
               Now climb!

     The ants start to scale the scaffolding, up towards the top
     of the chamber...it's a swarming mass of ants, hauling each
     other up, giving each other legs up, climbing ever and ever
     higher towards the top...

     Where they start to dig through the very ceiling...

     ...as, at the bottom of the mound, Z starts to organize the
     hauling away of the Queen, as though she were a big cargo
     container...

                         Z
               Okay boys -- take her up!

     Z slaps the Queen on the butt, and she's winched away on a
     cable composed entirely of ants linked arm in arm like those
     plastic toy monkeys...

     EXT. ANT MOUND - DAY

     ...And Azteca's head pokes through the ground...she hauls
     herself up, and hundreds of ants pour up from the ground,
     widening the hole...

     INT. TOWN CENTER - DAY

     The water is rising...but almost all of the ants have
     escaped...Z clambers up the mound, as the scaffolding of ants
     rolls up from the bottom....

     And the rushing water finally wears down the earthen core of
     the structure.  As Z hauls himself through the hole in the
     ceiling.

     The entire structure collapses into the angry waters below,
     which seem furious to have missed their prey...

     EXT. ANT MOUND - DAY

                         WORKER
               He did it!  Z!  Z!  Z!  Z!  Z!

     The "Z" cheer goes up, with everyone joining in.  But the
     jubilation is short-lived, for, appearing on the ridge,
     surrounding the workers, is FORMICA'S ARMY, circling the mass
     of workers, backing them in towards the roiling water behind
     them.  Formica himself appears in the front lines, with
     Carpenter and Mandible at his side.

                         FORMICA
               Z.  I should have known.  All that
               work, all that preparation, come to
               nothing.  All because of one stinking
               ant.

     He steps forward to address the surrounded, trapped workers.

                         FORMICA
               ALRIGHT.  WHICH ONE OF YOU IS Z?

     The workers, trembling but silent, cower inside the unbroken
     circle of soldiers.

                         FORMICA
               WHAT ARE YOU, DEAF?  I ASKED YOU,
               WHERE'S Z?

     Formica laughs, shaking his head.

                         FORMICA
               Folks, you may have survived that
               flood, but there's no way you're
               gonna escape from me.  I'll make you
               a deal.  Hand over the rebel leader
               Z, and you survive.

     This sends a ripple of murmurs through the workers.

                         FORMICA
               But if you don't hand him over,
               you're all going to die, each and
               every single..."individual" one of
               you.

     The workers all look at each other.

                         FORMICA
               What shall it be, workers?

     The workers remain frightened but silent.  Z trembles,
     terrified.

                         FORMICA
               Have it your way.

     As Formica raises his swagger stick to order the attack, a
     lone figure steps out from the crowd.

                         Z
               Wait...

     Z stands there, shivering with fear.

                         Z
               ...I'm Z.

     For a moment, Z stands alone, under the glare of Formica's
     gaze.

     Then another figure steps out from the throng of workers.

                         WEAVER
               No, I'm Z.

     Z turns, astonished, to see Weaver, still and unwavering,
     bravely risking his life for his friend.  Then, AZTECA also
     steps forward.

                         AZTECA
               I'm Z!

     Next, Bala comes forward.

                         BALA
               No, I'm Z.

     More and more ants step forward.

                         WORKERS
               I'm Z!  I'm Z!  I'm Z and so is my
               brother!  I've been Z for weeks now!

                         QUEEN
                      (regally)
               We are Z.

     Now, the workers are all shouting the same declaration.

                         ALL
               I am Z!  I am Z!  I am Z!

     Z is plainly flabbergasted.  Formica is outraged.  He gives
     the signal.

                         FORMICA
               ATTACK!

     The army swells forward on all sides, pushing the workers
     towards the swirling water.  Some workers surround the Queen
     to protect her.  All seems lost, when THE FLY from Insectopia
     alights on the rim of the horizon.

                         FLY
               Hey, guys!

     THE WASP appears on the other side of the horizon.

                         WASP
               It's them!

     Suddenly, on all sides, A MASSIVE INSECT ARMY appears on the
     ridge, looking not unlike ambushing Indians in a John Ford
     film.  Formica's soldiers stop in their tracks, awed by the
     unfolding spectacle.  It looks like all of Insectopia has
     turned out: spiders, caterpillars, rhinoceros beetles, all
     manner of creatures crawling and flying have shown up, and
     now surround the army, dwarfing them.

                         WASP
               Are these hooligans giving you
               trouble, Z?

                         FLY
               Say the word, Z, and we kick their
               butts.

     The ant army remains frozen, unsure of what to do next.
     Formica is furious.  If ants had veins, Formica's would be
     bulging out of his face.

                         FORMICA
               What are you doing?!  ATTACK!!
                      (berating his army)
               Come on, you yellow-bellies!
                      (turning on Carpenter)
               Don't just stand there, Carpenter!
               Make an example of yourself!

                         CARPENTER
               Uh, actually, we are outnumbered
               sir...

     Formica turns towards the insects gathered against him.  With
     his chin raised pridefully, Formica steps forward, and
     CHARGES Z!

                         FORMICA
               AHHHHHHH!!

     Formica runs so quickly and with such force that his helmet
     blows off his head.  Z's eyes get big, he stumbles backwards,
     slipping, and Formica goes flying over him, toward the
     whirlpool behind.  He scrabbles at the edge of the water, and
     then tumbles over.

     For a moment, it looks as if he's gone.

                         FORMICA (O.S.)
               Help...help me...

     Z goes to the edge of the precipice and looks over.  Formica
     is struggling in the waters of the very flood he created,
     which are roiling not far below.  He looks up into Z's eyes,
     a new expression crossing his features: fear.

                         FORMICA
               Please...I...I can't swim...Help me...

     Formica goes under for a bit, then his head comes up again --
     but he's not going to be able to stay afloat for long...

     Suddenly he sees a line dropped down.  Above, Z looks down on
     him.

                         Z
               I thought you said that the life of
               one ant doesn't matter.

     Formica looks at the line...and in that moment seems to
     realize his error...

                         FORMICA
               I guess it does...to the ant.

     Formica reaches up and takes the line, and is pulled up by Z
     and a bunch of other ants (the line, we see, extends from a
     nearby spider, one of the cavalry from Insectopia).

     Formica is left, broken and alone, by the precipice, while
     HORDES OF ANTS surround Z to congratulate him.  Bala fights
     her way to his side and the two of them embrace.  Then the
     ants pick up Z and Bala, and, CHEERING, bear them away.

     Only Carpenter stays behind.  He walks up to Formica,
     carrying his dented and dusty helmet.  He cleans it the best
     he can with his jacket sleeve and hands it to his fallen
     general.

                         CARPENTER
               Sir, if it's any consolation, I still
               think you're completely worthless as
               an individual.

                                              FADE TO:

     CLOSE UP OF Z

     As he addresses the audience, stand-up style.

                         Z
               So, uh, that's pretty much it.  Just
               your basic "simple worker overthrows
               the government and winds up with the
               princess" kind of a story.
               You know: there was the big parade
               and everything...

                                              CUT TO:

     INT. TOWN CENTER - DAY

     A HUGE ASSEMBLY OF ANTS applauds as Z who is given a medal by
     the Queen.

                                              CUT TO:

     GENERAL FORMICA'S FACE, looking extremely dispeptic.

                         Z (V.O.)
               General Formica was almost
               unemployable.  He eventually got a
               gig as a honeydew keg.

     PULL BACK TO REVEAL Formica clinging to a wall, his belly
     hideously distended with honeydew.

                         Z (V.O.)
               The Queen asked me to take over his
               job, but I said "Sorry, but I'm
               really not the general type.  I'm
               more the specific type."  So they
               gave the job to Weaver instead.

                                              CUT TO:

     WEAVER, in Formica's old office, in a general's uniform, his
     feet up on Formica's desk, smoking a cigar.  Carpenter is on
     his hands and knees scrubbing the floor.

                         Z (V.O.)
               Weaver cut the defense budget in
               half.  Now we only have an army of
               five million.

     cut back to

     Z, ADDRESSING THE AUDIENCE.

                         Z
               And me, I guess you could say that I
               lived happily ever after.

     Bala enters the frame, embraces and kisses him.

                         Z
               I mean, I've got the whole package,
               right?  A great life, a beautiful
               wife, and a few kids.

                         BALA
               A few?

     WE PULL BACK TO REVEAL

     INT. Z'S HOUSE - DAY

     Z and Bala stand in the midst of their living room, up to
     their knees in THOUSANDS OF CHILD ANTS.  The children cover
     every horizontal surface.  They run around, cry, laugh, and
     tease each other.  Z looks around the room, looks back at us,
     and shrugs.

                         Z
               Well, so nothing's perfect.  But you
               know?  I wouldn't change a thing.

     The camera pulls up...and away from the ground...to reveal
     that this whole story has been taking place in a small area
     of CENTRAL PARK.  We pull back and back, and see all the
     familiar landmarks from the story: the bike path, the
     drinking fountain, etc.  We tilt up into the NEW YORK
     SKYLINE.  BIG MUSICAL FLOURISH.

     FADE OUT.

     THE END