"Leviathan", shooting draft, revised by Jeb Stuart



   










                              LEVIATHAN



                            Screenplay by


                          David Webb Peoples

                                 and

                              Jeb Stuart










                                           Revised Draft

                                           September 8, 1987










     FACE IN ON

     THE SURFACE OF THE OCEAN

     sunny and placid then slowly WE BEGIN DESCENDING UNDERWATER

     Moving down from the bright surface waters, through layers
     of fish and marine life...

     A school of vibrantly colored fish move with the current,
     their numbers are enormous, their movements in unison.
     Suddenly out of the darkness a barracuda cuts through the
     school, taking out four or five before disappearing into the
     shadows.  The school moves on as if nothing happened,
     quickly closing ranks where the missing ones swam only
     seconds before.

     WE MOVE DEEPER AND DEEPER

     Fish disappear, darkness envelopes us.  Cold and lifeless
     where light has never penetrated...Five thousand feet, ten
     thousand.  Deeper, where only strange, self-illuminating
     echoniderms move eerily through the currents.  Then suddenly
     WE HEAR STATIC from RADIO TRANSMISSION.  THEN VOICES...

                                JONES
                   Burritos...Enchiladas...

                                DEJESUS
                                (hispanic voice)
                   Oh, gag, man, how can you eat that
                   stuff?...

                                BOWMAN
                                (female)
                   I can't wait for fresh vegetables...

     Several voices suddenly break into argument..."vegetables?"
     "shit," "burgers"...Suddenly another voice rises above the
     others.

                                BECK'S VOICE/ RADIO
                   Okay, cut the chatter.  You're
                   not out of here, yet.  Who's the
                   hook?  Seven?...You got a hook on
                   container 22?

     A pause, then more voices.

                                SIXPACK'S VOICE/ RADIO
                                (redneck drawl)
                   The man's asking if you're hooked
                   on 22, you dumb shit.

                                JONES' VOICE/ RADIO
                   Watch your mouth, Sixpack.  Hello,
                   Shack, Seven, here.  I ain't the hook,
                   over.

     A light flares out of the darkness, suddenly illuminating an
     IMMENSE SHAPE--fifteen hundred pounds of hardened metal
     nearly seven feet tall.  It is a motorized diving suit and
     we see the stenciled name, WILLIE across the front
     breastplate.  As it pivots we see the stationary worklights
     around the base of a large underwater mining operation, THE
     SHACK.  Then a woman's voice.

                                WILLIE'S VOICE
                                (woman's voice)
                   Six to Shack.  I'm the hook.

     INSIDE THE SHACK/ CONTROL ROOM

     littered with papers, half-full coffee cups, and a confusion
     of wires and very low-tech, high-tech equipment BECK sits at
     the monitor controls.  He is younger than we expected,
     twenties, clean cut good looks.  He'll be a hell of a good-
     looking man at thirty-five, he just needs to be hardened.
     From the looks of the coffee cups around him he's on his
     way.

                                BECK'S VOICE/ RADIO
                   Okay, Six, let's wrap this container
                   and call it a day.

     Above him a bank of monitor screens.  Each one labeled with
     a crew member's name and providing a video picture from a
     camera mounted on their helmet.  Beck reaches above him and
     throws a console switch which activates another monitor
     labeled ROV.  With a joystick he manipulates an outside
     camera(the ROV), its picture we see on the monitor.  It is
     moving.

     UNDERWATER

     WILLIE'S POV  The inside of her helmet is a grid of LED
     gauges monitoring air reserve, body temperature,
     atmospheres, heart rate, blood pressure.

     She stops next to a pair of railroad-like tracks and removes
     the tool attached to the end of her arm.  The move is
     practiced and professional, like a cook changing the tool on
     a set of egg beaters.  First, she inserts the existing tool
     into a lock on her opposite arm which holds it while she
     disengages the tool.  Next, she selects the next tool from
     the storage compartment at her waist and punches it into
     position.  Sixpack's voice comes over the radio.

                                SIXPACK'S VOICE
                   Hey, Willie, you trip on a
                   tit or something?  We're all
                   waiting on you, honey.

                                WILLIE
                                (under control)
                   Keep your pants on Sixpack.
                   I promise you'll be inside before
                   "Mr. Rogers' Neighborhood" comes on.

     OVER THE RADIO WE HEAR other men's voices laughing.  They
     like Willie and cheer her on.  "Tell him, Willie," "Atta
     girl," etc...

     Willie CLICKS in her last tool and turns.  Expertly she
     hooks a large dumpster-like container, the container to what
     looks like an underwater parachute--A CONTAINER
     TRANSPORTER--which when filled with oxygen it lifts the
     massive container onto the tracks where it can be hauled-in
     by a winch.

                                WILLIE'S VOICE
                   Six to Shack...Hook's on.  Ready
                   to winch.

     UNDERWATER MACHINERY

     Halogen lights illuminate bits and pieces of dredges and
     dumpsters squatting in the gloom.  A winch begins grinding
     and the big, newly hooked container lurches down the tracks.
     It comes to the end where a winch fits it into place with
     several others to complete a set.  We hear BECK'S VOICE.

                                BECK/ RADIO
                   Ok, that's it.  Come on in.

     More motor suited DIVERS appear, their helmet lights
     glaring.  Their breastplate names catch in the dim lights:
     COBS, BOWMAN, WILLIE.

     As they approach the UNDERWATER LOCK, where an elevator will
     transport them up into the Shack, we see signs of human
     life:  a basketball goal attached to the side of the
     building; stickers and signs:  "No Bozos," etc.  A formal sign
     towers over the entrance.  It says: TRANSOCEAN CORP. SHACK 6.

     ON ONE OF THE CREW

     He moves behind the others.  Suddenly he freezes in his
     tracks and slowly rotates his helmet--on his shoulder in the
     glare of his helmet beam WE SEE the a hideous looking SEA
     SPIDER.  It's thick legs moving eerily down his arm.

     Carefully, so as not to disturb the creature, a mechanical
     motor hand moves into position below it, and in one quick
     movement, snares it.

     CLOSE ON METAL WAIST POCKET.  The latch opens and the
     writhing sea spider is shoved inside.  From the pocket WE
     MOVE UP the diver's suit until we see the name SIXPACK on
     the breastplate.  He looks around to see if anyone has
     noticed then continues on toward the shack.

     ON TWO DIVERS(JONES AND DEJESUS)

     They walk together to the Shack.  A Latino VOICE, DEJESUS,
     comes over the radio singing an old Miller Beer jingle in an
     exaggerated accent.

                                DEJESUS
                   When it's time to relax....
                   One thing stands clear...

     INSIDE ON BECK

     As he listens to the singing over the tinny speaker, we see
     he aches to be a part of their comaraderie, but is alienated
     by age and rank.  He is the shack boss, management.  He
     listens as a BOOMING BLACK VOICE joins in off-key.

                                JONES' VOICE(O.C.)
                   Mil-ler's tastes too good to
                   hurry through...

     As the singing continues, Beck looks over at an empty chair
     in front of a bank of equipment monitors.  The vital signs
     of each miner and his equipment are registered on this
     console.  The chair in front of them sits conspicuously
     empty.  This doesn't please Beck, neither does a hand
     written sign under the console which states:  THE DOCTOR IS
     OUT.

     DEJESUS' POV

     Inside his helmet we see the grid of LED gauges monitoring
     vital signs.

                                DEJESUS
                   ...beer after beer...

     Suddenly a red warning light begins blinking in the bottom
     corner inside DeJesus' helmet.  The words to the song freeze
     in his mouth.  His voice becomes edged with panic.

                                DEJESUS(cont'd)
                   Oh, shit...

                                JONES/ RADIO
                                (to DeJesus)
                   Hey, Hazy, I'm not that bad, man.

                                DEJESUS
                                (rising terror)
                   Jonesy!  I'm losing compression...
                   I'm going to blow my suit, man!
                   Beck!  Doc!  Help me!...

     INSIDE

     Beck grabs his microphone.  He tries to remain calm but
     there is a definite tremble in his voice.

                                BECK
                   Give me a readout, DeJesus.

                                DEJESUS(ON RADIO)
                                (gripped with panic)
                   Ahhhh!

     OUTSIDE

     The other divers move quickly to DeJesus.

                                BECK (ON RADIO)
                   DeJesus!  A readout!

                                JONES
                   He don't need a readout,
                   man, he needs help!

                                BECK(RADIO)
                                (anything but calm)
                   Stay calm!

                                BOWMAN
                   Calm!?  Where's Doc?

     INSIDE

     Beck stands in front of the equipment monitors, lost.

                                BECK
                                (trying to
                                keep control)
                   The internal monitors read
                   normal.

     ON THE MINERS, PANICKED

                                COBB
                   Where's Doc?!

                                BECK(RADIO)
                   He's not at his station.

                                DEJESUS
                                (panicked)
                   Oh, mother of Jesus, forgive
                   me of my--

                                BECK'S VOICE
                                (making a decision)
                   Get him into the Shack.

     DeJesus' gauges begins a countdown to implosion.  "15, 14,
     13..."  DeJesus is grabbed by his co-workers and hurried the
     last few yards to the SHACK.

     INSIDE/SHACK - SAME

     ON BECK  sweating bullets, turns a dial on the instruments
     and suddenly, DeJesus' gauges jump to life.  We see the same
     countdown in progress on the Shack's gauges!..10, 9, 8...

     OUTSIDE

     ON DEJESUS  He is forced into the LOCK, the underwater
     elevator room is eerily lit.  His readout continues inside
     his helmet...5, 4, 3...DeJesus screams.

     ON BECK

     DeJesus' scream comes over his radio in the control room.
     Beck hits the elevator switch--nothing happens.  He hits it
     again harder and suddenly DeJesus voice is drowned out by
     the SCREAMING VACUUM PUMPS of the elevator.  It's moving!
     Beck looks up at the monitor of the interior Lift Lock.

     INSIDE/LIFT LOCK

     WE SEE DeJESUS'S SUIT dripping wet.  It stands inside the
     Lift Lock, ankle deep in greasy bilge water.

     CLOSE ON HIS EYES, for a moment they remain closed, then
     suddenly they flutter.  He's alive!

     THE MESS - LATER

     The blackboard prominently displayed on the wall of the Mess
     features neatly stenciled letters that say:  "DAYS TILL
     PICKUP".  The number scrawled on the chalk-smudged board
     obviously changes daily.  Right now, it's a "3"...

     A CLUNK, CLUNK and a Coke can rolls out of a compact COKE
     MACHINE.  A big, sandy-haired man, SIXPACK, takes the soft
     drink, pops the top and downs it in one long pull while he
     looks over an arguing group of deep sea miners:  JONES,
     Black, athletic, 30's;  COBB, 50's, a career miner with a
     mouthful of gum;  BOWMAN, 35, attractive, hardened woman, she
     has seen more of the world than any of them;  WILLIE,
     twenties, fresh good looks, master electrician, optimist.
     DEJESUS, Latino, wiry muscles, he keeps his head down, still
     shaken from his experience.

     The strain of a month of working two miles beneath the
     ocean's surface has drawn nerves tight.

                                BOWMAN
                   I'm telling you, it's the suits!

                                JONES
                   Fuck the suits, it's the people
                   monitoring them.  It Doc had been
                   there like he's supposed to it never
                   would've happened!

                                SIXPACK
                   And just what the fuck would he
                   have done to stop it, huh?

     Sixpack looks over the group, then suddenly crushes the
     empty Coke can in his hand, punctuating the action with a
     huge belch.

                                SIXPACK(cont'd)
                   That would have been you, DeJesus...

     DeJesus keeps his head down.

                                SIXPACK(cont'd)
                   Yeah...I was standing next to a guy
                   who blew a suit once in the
                   Indian Ocean...little tiny hole
                   in the fucking toe of his suit
                   ...ocean came in and the
                   pressure crammed his whole
                   fucking body up into his helmet.
                   They just buried his helmet.

                                DEJESUS
                                (coldly)
                   I know all about implosion, man.

                                SIXPACK
                   Yeah, I bet you do.
                                (laughs)
                   I bet you were imploding in
                   your pants.
                                (laughs then imitates
                                a hysterical DeJesus)
                   Jonesy!  Doc!...Help me!  Help me!

     DeJesus springs for Sixpack's throat AS WE CUT TO

     BECK - SAME

     Beck's eyes are blazing with cold authority as he speaks.

                                BECK
                   Knock it off, Sixpack!  I know
                   it's been a long month for every-
                   one, but we can't let something
                   like this tear us apart...

     Beck glares, ready for an argument, but as WE PULL BACK we
     see he's talking to the mirror, in his tiny quarters.

     Apparently he fails to convince himself because his hard
     look fades and he mutters unhappily as he turns away.

                                BECK
                   Shit...

     He turns around to face a smiling picture of himself at
     college graduation with his Eastern establishment looking
     father.  Leadership "how-to" books like The One Minute
     Manager, etc. line his bookshelf with technical manuals on
     underwater mining.

     He opens his door to leave when SUDDENLY A LOUD METALLIC
     GROANING NOISE stops him cold.  The entire Shack seems
     shifting, like a giant waking from a nap.

     MESS

     The NOISE stops the fight between DeJesus and Sixpack cold.
     All eyes go to the ceiling and walls.

                                JONES
                   Fuck the suits man...this
                   place is going to kill us first.

     Just as suddenly as it began the GROANING NOISE STOPS and in
     its place WE HEAR an intermittent RATTLE in the air system.
     Only Cobb seems undisturbed by this sound.

                                DEJESUS
                                (listening)
                   There it is again...
                                (sitting down again)
                   Two more days.  I tell myself
                   'you can make it two more days--'

                                BOWMAN
                   What's the weather like up top?

                                WILLIE
                   Clear for pickup.

                                JONES
                   Let's hope it holds.

     Cobb looks up disgustingly.

                                COBB
                   Then what?  Huh?
                                (to everyone)
                   Then what?  You folks think
                   going up top's the answer to
                   all your problems.  Well, it ain't.

                                BOWMAN
                   Give us a break, Cobb...

                                COBB
                   A break?  You folks don't need a break,
                   you need psychiatrists.  'Know what
                   you'd be doing if you were up there,
                   right now?

                                SIXPACK
                                (a boorish leer)
                   Eating pussy and drinking brew...

                                COBB
                   Eating pussy my ass.  What about
                   lines at the bank:  What about
                   getting stuck in traffic?

                                SIXPACK
                                (grinning)
                   Wherever I can find it.

     Everyone laughs but Cobb, WE SEE he's serious.

                                COBB
                   Bullshit!  I'll tell you
                   what you'd be doing!  You'd
                   be watching news on TV
                   that's so fucking bad it
                   makes you nauseous.  So you
                   go out and get in your car
                   to get some fresh air and
                   after you've been driving for
                   five minutes you realize the
                   air's so damn dirty you don't dare
                   breath it!  That's what you've
                   got to look forward to...

     LOWER RING CORRIDOR

     Beck approaches the Mess and as he nears it we hear Cobb
     ranting inside.

                                COBB'S VOICE(O.S.)
                   ...And if you're lucky
                   enough to make it back home
                   to your house that looks the
                   fucking same as everyone else's,
                   you'll find your wife's just as
                   fat as she was when you left and
                   the only reason your kids ain't
                   strung out on the drugs they were
                   using when you left is that
                   they've found some new drugs
                   which fuck 'em up even more!...
                   You people just don't appreciate
                   how good you've got down here...

     BECK hesitates at the door to the Mess, as though screwing
     up his courage, then takes a deep breath and enters as we

                                                        CUT TO

     INSIDE THE MESS

     Everyone looks up as Beck enters and the room goes quiet.
     Beck notices Doc's empty chair.

                                BECK
                   Doc eat already?

                                JONES
                   The good doctor hasn't showed yet.

     Looks are exchanged.  Sixpack smirks knowingly.

                                BECK
                                (to DeJesus)
                   How do you feel, DeJesus?

                                DEJESUS
                                (obviously embarrassed
                                to be singled out)
                   Okay.

                                BECK
                   Better let the Doc take a
                   look at you, after dinner.

                                SIXPACK
                   Yeah, since he was busy earlier
                   when you needed him.

     He cracks up and Beck turns on him.

                                BECK
                   Cut it, Sixpack.

     Sixpack shuts up, but Beck notices the others feel the
     seriousness of Doc's absence during the emergency.

                                BECK(cont'd)
                   Leave the Doc to me.  I'm
                   going to talk to him.

                                SIXPACK
                                (sarcastically, under his
                                breath to Bowman)
                   'Makes me feel better already...

     Beck gets his tray but it is clear he is thinking about
     something else.  He clears his throat.

                                 BECK
                   I've been looking at the duty
                   roster...at the shack hours
                   outstanding...

                                 JONES
                   Uh, oh...I see where this
                   is going...

                                 BECK
                                 (ignoring Jones)
                   ...all of you owe time and I
                   thought tonight would be a good
                   time to---

                                 COBB
                                 (erupting)
                   No way, Mister Beck!  No
                   fucking way!  We just did a
                   full shift, you can't call
                   Shack duty on top of a full
                   shift.  It's a contract violation!

                                 JONES
                   Whooo!  Right on, Cobb!  Let's
                   hear it for our shop Steward!

                                 SIXPACK
                   Hear that Becky, er, Mr. Beck?
                   Company got to abide by the rules.

     FIVE FACES STARE AT BECK.  THEY'RE LOOKING FOR WEAKNESS.
     THIS IS A CHALLENGE TO HIS AUTHORITY.

                                BECK
                   I know all about the contract.
                   The point is you can follow the
                   goddamn contract to the letter and pull
                   your shack duty tomorrow...or you
                   can get it done tonight and call
                   tomorrow a down day.  It's up to you.

     This leaves the group momentarily speechless.  Even DeJesus
     comes out of his stupor.

                                DEJESUS
                   You giving us a day off?

     Beck nods.  Cobb eyes him suspiciously.

                                COBB
                   What about our quota?

                                BECK
                   You're only twenty-five
                   tons off quota.  Barring an
                   unforeseen problem you should
                   reach it easily on the last day.
                                (he looks at the group)
                   It's just a day off.  You don't
                   have to take it, I just thought it
                   might help.

     The others look around for agreement but Jones doesn't need
     anyone else's approval, he's already made up his mind.

                                JONES
                   Count me in.

     Bowman nods her head also and the others unanimously agree.
     Buoyed, Beck moves ahead, businesslike...

                                BECK
                   Cobb, Jones, I want you to do
                   something about that damn rattle
                   in the air system...
                                (to Bowman and Sixpack)
                   Bowman and Sixpack...living quarters...

                                SIXPACK
                                (disgustedly)
                   Shit...

                                BECK
                   Williams...get DeJesus' suit on
                   the "sick rack" and do a diagnostics.
                                (to group)
                   Any other suit problems she should
                   know about?

     Sixpack suddenly looks up as the group disperses.

                                SIXPACK
                                (to Willie)
                   My pocket.  Check my pocket,
                   will ya, honey?

                                WILLIE
                                (annoyed)
                   Your pocket?

                                SIXPACK
                   The latch is screwed up.  Or
                   the hinge.

                                WILLIE
                                (disgusted)
                   Right.

     LOWER RING CORRIDOR - SAME

     ON BECK  He starts out of the Mess and by chance finds
     himself walking with Willie.  Beck is obviously
     uncomfortable with the crew, even after 28 days together.
     She smiles, friendly, at ease.

                                WILLIE
                   You did good...

                                BECK
                                (a little surprised)
                   What?

                                WILLIE
                   Today...with DeJesus.  That
                   was smart thinking to get him
                   inside...

                                BECK
                   There probably wasn't anything
                   wrong with his suit...

                                WILLIE
                   Still...you did the right thing.

     She turns off toward the Swamp, leaving Beck with the tiny,
     but honest compliment.  He savors it.

     THE SWAMP - LATER

     The "Swamp" (where DeJesus came up), is ankle deep in greasy
     bilgewater.  The door slides open, Willie enters, and
     switches on a bank of fluorescent lights.  The room is
     spooky even with the lights.  The giant machine suits, we
     saw earlier outside, hang from racks like sleeping monsters.

     Willie straps on a utility belt and checks her tools--a
     motorized screwdriver, a power wrench, a long-necked,
     laser-tipped soldering iron(looks like a long-necked
     screwdriver)--then splashes through the bilge water to the
     control switch and hits the START button.

     NNNNNNNNNN.  A motor moves one of the suits along the track
     toward Willie.  As it turns the corner toward us we see it
     says:  DEJESUS.

     DOC'S OFFICE - SAME

     Beck opens the door to Doc's quarters and we see Doc putting
     on a fresh shirt.  A man in his 50's, he must have once been
     quite handsome and intelligent, but has now gone to seed.

                                DOC
                   I must have dozed off.

     Beck looks on the cabinet and sees a bottle of Old Granddad
     Whiskey.  He picks it up.

                                DOC(cont'd)
                   Snakebite medicine...Never
                   pack my bag without it.

     Beck doesn't smile.  He puts the bottle back down and Doc
     watches him in the mirror.

                                BECK
                   Are you planning on working tomorrow?

                                DOC
                   Well, I'll be on the golf course
                   in the morning.  Then, if I don't
                   have any babies to deliver--

                                BECK
                                (cutting him off)
                   We almost had an accident today.
                   DeJesus' suit...

     The Doc stops buttoning his shirt and locks eyes with Beck.

                                DOC
                   You got something to say to me, son?...

     Beck definitely has something to say, but confronted, he
     falters.

                                BECK
                   I...I think it's important to
                   have the second officer on deck.

     Doc smiles, and goes back to buttoning his shirt.

                                DOC
                   I'll keep it to nine holes
                   in the morning.

     THE DORMITORY - SAME

     Small but functional.  The bunks can be closed-off with a
     privacy door.  Photographs and bumper stickers on the walls
     of the bunks provide the only personal touches in an
     otherwise sterile environment.

     Willie's bunk is wallpapered in detailed interplanetary
     maps;  Sixpack's privacy door has a bumper sticker which
     proclaims:  "I MAY BE FAT, BUT YOU'RE UGLY AND I CAN DIET."
     DeJesus' has posters of the Alps, and the Rockies;  Bowman's
     has clipped pages from "Gourmet" of meals she dreams for;
     Cobb's has nothing, as if perfectly content to be where he
     is instead of somewhere else.  Inside Jones' bunk is an
     indoor basketball goal.

     Bowman and Sixpack scrub down the walls of the dorm with a
     sponge and pail.  Sixpack pauses and smirks, his eyes on
     Bowman's chest.

                                SIXPACK
                   Christ...what a pair...

                                BOWMAN
                                (sharply)
                   What was that?  What'd you say?

                                SIXPACK
                   I said, "What a pair" the
                   boy wonder Shack Boss and his
                   drunken doctor buddy make...
                                (innocently)
                   Why?  What did ya think I said?

     CORRIDOR "A" - SAME

     Jones and Cobb are kneeling in a corridor, unfastening a big
     plate on the floor with a power wrench.  Overhead a huge
     plexiglass conduit flows with water from the desalinization
     system.  The interior wall of the corridor is meshed wire
     exposing the throbbing machine floor of the Shack.

     Cobb removes the last bolt and Jones lifts off the
     floorplate exposing the guts of the shack--the BILGE--dark
     and wet.  Without the plate the RATTLE in the air system is
     much louder and sinister.

                                JONES
                   Listen to it for Christsake.

                                COBB
                   Ah, it's just old, like me.
                   You don't see the Doc opening
                   me up every time I get a new creak
                   in my joints...I say, as long as
                   it's recycling the air let
                   the next shift deal with it.
                   But, 'long as we're here...

     He pulls a retractable ladder from inside the hole and drops
     it down into the wet darkness, without hesitating he climbs
     down, stopping at the bottom to look up at Jones.  Jones
     seems in no hurry to accompany him.

                                COBB(cont'd)
                   You gonna sit there on your
                   butt or give me a hand?

     Jones reluctantly starts down after him.

     BECK'S QUARTERS - SAME

     Beck in his quarters.  He seems to be talking to himself but
     as we move around him we see he is talking to a video
     monitor.  On screen we see MARTIN, 30's, a slick
     bureaucratic executive with TransOcean Corp. whose face is
     all we see on the video monitor.

                                BECK
                   Two hundred and fifty-two
                   tons of Magnesium and 15 tons
                   of Sodium.

                                MARTIN
                                (taking notes)
                   Sounds like a good week, Beck.
                   In fact...I put your folder
                   in front of the Vice President
                   of District Operations last night...

     Beck stops.  Martin notices his concern.

                                MARTIN(cont'd)
                   You're good executive timber,
                   Beck.  A lot of management trainees
                   wash out when they have to go under
                   for their first tour.  But you've done well.

                                BECK
                                (smiles, relieved)
                   Thank you, Martin.

                                MARTIN
                   Don't thank me, yet, but it is
                   important to know where you're
                   going and who your friends are...
                   'Know what I mean?

     He stares hard at Beck, but doesn't wait for an answer.

                                MARTIN(cont'd)
                   The one thing I've learned in
                   this company is you can't have
                   enough friends.  It's the only
                   way to survive.

     CLOSE ON A BOOM BOX/ LOWER RING CORRIDOR - SAME

     The boom box sitting on a wall pipe is blaring John Denver's
     Rocky Mountain High.

     DeJesus is singing along loudly in his thick accent as he
     works on the intercom system.  He finishes, closing a metal
     box which says:  ONBOARD COMMUNICATIONS.

     SWAMP - SAME

     ON WILLIE  She has connected DeJesus' suit to the diagnostic
     computer and is going through the computerized
     checkpoints--an electronic list of literally hundreds of
     possible problems.

                                WILLIE
                                (to herself)
                   Probably a short.

     Suddenly, the computer pauses on one:  It says:  Electrical
     Short.

                                WILLIE(cont'd)
                   Good guess, Williams.

     She types in a "help" command and the computer screen
     displays an electrical circuit pattern that would leave most
     Electrical Engineers baffled.  Willie hardly bats an eye.

                                WILLIE(cont'd)
                   Piece of cake.

     She immediately opens the circuit panel on DeJesus' suit and
     pulls the laser soldering iron out of her tool belt.  With
     two quick spot welds she repairs the short, then replaces
     the panel.  Finished, Willie presses the control switch and
     the suits begin to move along the track.  A new suit rounds
     the corner toward us.  It says SIXPACK.

     THE BILGE - SAME

     The walls are dark and moist.  Water drips from the pipes.
     The rattle in the air system continues loudly as Jones leans
     over and hands Cobb another tool.  Crouched in the humming
     machinery, Cobb spits his wad of chewing gum into a greasy
     hand, kneads it a couple of times, then grins at Jones.

                                COBB
                   Okay, watch this..

     THE SWAMP - SAME

     The monotonous clatter of the air system is the only sound
     in the gloomy SWAMP as the huge suit labeled SIXPACK stops
     directly in front of Willie.  She reaches up to open the
     pocket latch when she stops...listening.  THE NOISE IN THE
     AIR SYSTEM HAS STOPPED.

     THE BILGE - SAME

     Jones looks incredulously at Cobb.  He can't believe that's
     all it took.  Cobb starts gathering up the tools.

                                JONES
                   So that's all you do?...

                                COBB
                   Shhhh...don't tell no one.
                                (winks)
                   Job security.

     THE SWAMP - SAME

     In the gloomy silence, Willie reaches for the hinged pocket
     in the waist of Sixpack's suit.  Some water drips out.  She
     pushes the spring a second time.  The pocket opens.
     Nothing.

                                WILLIE
                                (miffed)
                   Nothing wrong with this...

     SUDDENLY THE HIDEOUS SEA SPIDER SPRINGS OUT onto the
     workbench where it wriggles grotesquely toward Willie.  She
     backs away and it drops into the water at her feet.

     THE DORMITORY

     Bowman looks at DeJesus who comes to the door, then to
     Sixpack who convulses with laughter against the bulkhead.

                                WILLIE'S VOICE(O.C.)
                                (over intercom)
                   Fuck you, Sixpack!  You think
                   you're funny?  You're not funny!

     ON BECK

     He hesitates then presses the TALK button on the intercom.

                                BECK
                   This is Beck.  Is there a
                   problem, Williams?

     SWAMP

     Willie watches the Sea Spider move in the water toward her
     as Beck's words come over the P.A.  Ignoring Beck she
     watches the spider right as it moves to her feet then brings
     the soldering iron down into the water with a LOUD HISS
     skewering it.  She presses the intercom button and lifts the
     skewered sea spider out of the water.

                                WILLIE
                                (to Beck)
                   A little problem, sir...but I've
                   got a handle on it now.

                                           TIME CUT TO:

     THE MESS - LATER

     BOWMAN sits at a portable computer terminal and watches
     stock prices scroll across the screen.  Every so often she
     freezes a stock and types the command:  INFO.  The screen
     immediately changes to a financial report of the company in
     question as if prepared by a broker.  In a matter of seconds
     Bowman can learn all the major aspects of the company.

     Across the room from her, Willie exercises with dumbbells
     while she studies an astronaut training manual.  She looks up
     at Bowman.

                                WILLIE
                   Made your million, yet?

                                BOWMAN
                                (studying the screen)
                   Not yet.

                                WILLIE
                   How's TransOcean doing?

     This causes Bowman to turn and look at Willie.

                                BOWMAN
                   You got money in this tub?

                                WILLIE
                   I signed-up for the stock option.

     Bowman shakes her head and goes back to the computer and
     types in TransOcean Corp.

     DORMITORY

     ON COBB  He lies on his bunk under a sunlamp, but wears a
     T-shirt and long pants.  DeJesus does a jigsaw puzzle of a
     snow covered Swiss mountain scene.

                                DEJESUS
                   Hey, man, you know that in
                   Switzerland--and this country's
                   the size of East L.A., okay?--they
                   speak 54 different dialects?
                   Fifty-four!

                                COBB
                   Who cares?

                                DEJESUS
                   I do, man.  That's a beautiful
                   place.  When I get out of here
                   I'm going there.  Find a nice
                   little snow covered chalet, warm
                   little woman, crackling fire--

     He looks up and sees Cobb's sunbathing attire and laughs.

                                DEJESUS
                   Hey, Cobb...Man, why don't you
                   take off your shirt and pants,
                   man?  You should do that wearing
                   what you're going to wear at the
                   beach.

                                COBB
                                (sharply)
                   This is what I wear at the
                   beach, goddamnit.

     MESS - SAME

     COMPUTER SCREEN  The report appears on screen with a
     capsulized history of the TransOcean company, its philosophy
     and growth plans and most current financial report.  A final
     column called "insider tips" says:

                                BOWMAN
                                (reading)
                   "Major development in
                   South Indian Ocean set for
                   fall of 2010..."
                                (to Willie)
                   That sounds interesting, but they're
                   too tied to their holdings.  Remember
                   a year ago when they lost that tanker?...
                   The bottom fell out of their stock and
                   I lost a bloody fortune.  That's
                   when I decided to diversify.

     Willie looks at Bowman a moment, then keeps exercising.

                                WILLIE
                   You take your money, too
                   seriously, Bo.

                                BOWMAN
                                (sharply)
                   You're damn right I do.  Five
                   years down here and I'll pull
                   in more than 15 topside.  I'm not
                   down here for the fun, I'll tell
                   you that.

                                SIXPACK'S VOICE(O.S.)
                   "Fun?"  Somebody talking fun?

     They look up to see Sixpack at the door to the Mess wearing
     only a robe.  With a leer he stares at Willie exercising.

                                SIXPACK(cont'd)
                                (saccharine sweet)
                   Hey, Willie, honey...Sorry about that
                   little incident tonight...Everyone's
                   been so tight lately, I thought
                   a little humor'd loosen us all up,
                   you know?

     Willie doesn't bite, she looks hard at Sixpack.

                                WILLIE
                   Get out of here, Sixpack.

     Sixpack smirks.  He waves a copy of Penthouse opened to the
     Pet of the Month and sings cheerfully.

                                SIXPACK
                                (leaving)
                   I got a date with an angel...

     CLANK, BANK, CLUNK.  A coke can tumbles noisily from the
     Coke machine.  Jones retrieves two cans of Coke and comes
     out of the Galley with a snack.  He stops in front of
     Bowman and the computer.

                                JONES
                   Hey, Bo...when're you going to
                   be off that thing?  I want to
                   find out tonight's NBA scores
                   and check the weather.

                                BOWMAN
                                (not taking her eyes off
                                 the screen, answers him)
                   The weather's good, I already
                   checked, but I'll be off in a minute.

                                WILLIE
                                (to Jones)
                   Hey, Jonesy, who's the best power
                   forward in the NBA...Jameson?

                                JONES
                   Jameson?  Who're you trying to
                   con?

     They grin at each other--a standing joke and Jones leaves.

     DORMITORY

     Jones enters the Dorm with his snack and tosses a can of
     Coke across the room to DeJesus.

                                JONES
                   Hey, Hazy!  We got a day off
                   tomorrow, Kemosabi!  Let's get
                   shit-faced!

     DEJESUS catches the can and pops the top sending a shower of
     carbonation all over Cobb under the sunlamp.

                                JONES(cont'd)
                   How about you, brother Cobb?
                   Little Wild Turkey?

     Cobb wipes the Coke from his sunglasses and shakes his head.

                                DEJESUS
                   No, man, Cobb is a Chivas drinker,
                   from way back.  Ain't that right
                   Cobbie?

     Jones and DeJesus laugh and take long pulls on their Cokes.
     Cobb turns and watches them.  This is obviously a nightly
     ritual.

                                COBB
                   You guys are crazy.  What
                   the hell you play that stupid
                   game for?

                                DEJESUS
                                (acting drunk)
                   What game, Cobb?...I'm on
                   my way to Nirvana...

                                COBB
                   You're on your way somewhere
                   all right...the looney bin.

                                DEJESUS
                                (laughing)
                   I'm on the way to the looney
                   bin?  Hey, man, I'm not the dude
                   sun bathing in his clothes.

     INT. SIXPACK'S BUNK - SAME

     CLOSE ON  The Pet of the Month as she smirks coyly from the
     centerfold, her body twisted into an awkward position
     representing mad desire.

     Sixpack closes his privacy door then smirks back at the
     photo.

                                SIXPACK
                   Oh, Darlin'...come sit on
                   my face...

     He stirs in the bed and adjusts his pillow and SCREAMS!  The
     SEA SPIDER is suddenly right there on his shoulder, dead.

     Sixpack sits bolt upright in his bunk and slams his head
     against the roof of the bunk, then stumbles out screaming.
     He hits the floor and rams his foot into a table and screams
     in more pain.

     The whole dorm looks up amazed, Cobb takes off his
     sunglasses, even Jones and DeJesus temporarily "sober up" to
     stare.

                                SIXPACK
                   That bitch!

     MESS

     Sixpack storms into the Mess with the dead Sea Spider.  He
     points angrily at his bleeding foot.  Jones and DeJesus move
     up to watch.

                                SIXPACK
                                (moving into room)
                   Bitch!  Look what you did!

                                WILLIE
                                (imitating Sixpack)
                   Sorry, darling...Just thought a
                   little humor would loosen us all
                   up...you know?...

     Everyone laughs, but Sixpack.  He has revenge in his eyes.
     He holds out the ugly, limp creature and advances toward
     Willie.

                                SIXPACK
                   You think you're so funny?
                   Wait till you taste this!

     As he pushes the dead creature into her face BECK'S VOICE
     behind him makes him freeze.

                                BECK'S VOICE(O.S.)
                   That's enough!

     Everybody turns to see Beck standing in the doorway.

                                SIXPACK
                   Look at my foot, sir!  This
                   bitch put a goddamn sea
                   monster in my bunk!

                                BECK
                                (cold as ice)
                   How do you know it was Williams?

                                SIXPACK
                                (trapped)
                   Huh?  I...uh...uh...

                                BECK
                   All right, Sixpack, you and
                   Williams are gonna pull water
                   duty tomorrow--

                                SIXPACK AND WILLIE
                                (protesting)
                   Bullshit!  What?!  She...He...

                                BECK
                                (cutting them off)
                   At ease!  You both have a half
                   day...Anymore shit and its a full
                   one.

     CLOSE ON BLACKBOARD/ MESS - MORNING

     SCREECH!  Chalk on the blackboard as Bowman writes "2" in
     place of yesterday's "3" over the neatly lettered words
     "Days Till Pickup."

     Jones, sitting next to Cobb, looks up from his tray of
     cereal and holds his head in mock misery.

                                JONES
                   Oooooh.  Damn!  Not so loud.
                   Turn down the music.

                                COBB
                   What music?  There ain't no
                   music.

     DeJesus enters holding his head and sits on the other side
     of Cobb.

                                DEJESUS
                   Oooooh.

     Cobb looks from one man to the other, realizing what they're
     doing.

                                COBB
                   You know it's really crazy to
                   pretend to be drunk, but it's
                   fucking insane to pretend
                   to have a hangover.

                                BOWMAN
                                (to Jones and DeJesus)
                   Your "hangovers" made you miss
                   the Sixpack Good Morning Show.
                                (imitating Sixpack)
                   "No goddamn boy is going to make
                   me go out on a down day."

                                JONES
                                (grinning)
                   Yeah?  How'd the kid hold up?

                                COBB
                                (pleased)
                   Pretty good.  He sent them
                   out videotaping outcrop.

     UNDERWATER - SAME

     CLOSE ON  A whirling cylinder tool we see is attached to the
     end of Willie's mechanical suit arm.  Like a drill its
     diamond bits cut into the rock outcrop to take a core
     sample.  It's a sinister hand-attachment, something Captain
     Hook would have loved.

     Above her the ROV maneuvers into position for a better view.

     INSIDE THE SHACK CONTROL - SAME

     Beck is in the control station, staring at the video
     monitors--the image from the ROV.  Willie removes a slender
     instrument, like a bicycle pump and with a quick pump
     motion, CHUNK, CHUNK...activates an explosive charge.  She
     puts it into the hole she made with the drill and backs off.

                                BECK
                   Charge set?

                                WILLIE'S VOICE(RADIO)
                   Charge set.  Backing off.
                                (to the ROV)
                   C'mon Rover let's get out
                   of here.

     Like a good dog, the ROV follows her to a safe position.

     ON MONITOR  THE CAMERA HOLDS ON THE SPOT.  SUDDENLY THE
     GROUND SHAKES VIOLENTLY ON THE MONITOR SCREEN--A MINI
     EARTHQUAKE CHARGE.

     WILLIE RETURNS TO THE SITE OF THE CHARGE AND REINSERTS HER
     DRILL, EASILY REMOVING A TEST SAMPLE.

     Willie holds out the sample to the ROV so Beck can see
     inside.

     INT. CONTROL ROOM/ CLOSE ON BECK'S ROV MONITOR

     He stares at the image on the screen.

                                BECK
                   I need more light on that, Four.

     OUTSIDE

                                WILLIE
                                (to Beck)
                   Roger...
                                (to Sixpack)
                   More light, Sixpack...

     There is no answer.  Willie turns around.  Her helmet lamp
     eerily illuminating the darkness around her.  Sixpack is
     nowhere to be seen.

                                WILLIE(cont'd)
                   Sixpack?

     She turns in the other direction and suddenly blinding
     lights are turned on.

                                SIXPACK
                   Boo!

     Sixpack laughs.  His lights now on, he stands right behind
     her.

                                WILLIE
                   You shit....

                                BECK'S VOICE
                   What's going on, Four?  What's
                   happening?

                                WILLIE
                   We're fine, Shack.  His lights
                   malfunctioned for a minute.  How's
                   this?

     She again holds out her hand to the ROV.

     INSIDE SHACK

     Beck looks at the monitor and presses a red button to start
     the tape, then after five seconds releases the button.

                                BECK
                   That's great.  Now let's move
                   35 degrees southwest.

     WILLIE AND SIXPACK MOVING

                                WILLIE
                                (to Sixpack)
                   You screw around like that again and--

                                SIXPACK
                   What's wrong, did you miss me?

                                WILLIE
                   Hardly.

                                SIXPACK
                   Don't worry, darlin, I'm...

     Suddenly Sixpack's foot hits some loose rock and slides.

     Willie turns in his direction and sees his headlight
     turning, becoming smaller, then disappearing as his radio
     goes dead.

     INSIDE ON BECK

                                BECK
                   What's wrong?!  What happened?

     UNDERWATER

     ON WILLIE  She has stopped in her tracks.  All around her is
     blackness.  Her helmet light hardly penetrates the darkness.

                                WILLIE
                   Sixpack?!  Sixpack...

     Then she looks down--a cliff right in front of her feet.
     The drop is thirty feet into a waving sea of tubers.

     BECK'S VOICE brings Willie back.

                                BECK'S VOICE(RADIO)
                   Willie?  What's going on?

                                WILLIE
                   He's gone.  I think he's
                   fallen.  I'm going down after him.

     MESS

     Jones is bench pressing 200 pounds on a fold-down compact
     gym, while DeJesus huffs and puffs on an exercise bike.

                                DEJESUS
                   That's it Jonesy...Sweat it
                   out, man...Got to get the poison
                   out of our blood.

     Jones grits his teeth and struggles against the weight,
     suddenly Bowman throws open the door and sticks her head in.

                                BOWMAN
                   Sixpack is lost.

     CORRIDOR - MOMENTS LATER

     Bowman, Jones and DeJesus are heading for the control room
     where they are joined by Cobb.

                                COBB
                   Weren't they tied?  They're
                   supposed to be tied.

     They all enter the

     CONTROL ROOM

     Beck is at the console with Doc in his chair.

                                JONES
                   How far away is she?

                                DOC
                   Two hundred meters.

     WILLIE'S VOICE silences them.

                                WILLIE'S VOICE(RADIO)
                   Four to Shack...nearing the
                   bottom.  Look at this...

     They all stare at the monitor.  The screen is filled with
     huge waving tubers.

                                DOC
                   My God, look at the size of
                   those tubers....

                                DEJESUS
                   Nine, ten feet high...

                                BOWMAN
                   If he had his blinkers on--

                                JONES
                   It wouldn't make any difference in
                   there...He could be two feet away and
                   on fire and she'd still not see him!

     UNDERWATER

     ON WILLIE  She moves through the dense waving forest of
     giant tubers, parting them with her hands as she moves
     slowly.

                                WILLIE
                   Sixpack?

     CONTROL ROOM

                                BECK
                   Why can't we pick up his signal?

                                DEJESUS
                                (a joke)
                   Maybe he got eaten?

                                BOWMAN
                                (dryly)
                   What would be dumb enough to
                   eat Sixpack?

     ON WILLIE

     She moves aside the last of the tubers and freezes at the
     sight in front of her.

                                WILLIE'S VOICE(RADIO)
                   Four to Shack...you picking
                   this up?

     INSIDE

     All eyes suddenly go to the monitor.  A huge dark maw fills
     the screen.

                                BECK
                   Affirmative...Widening picture.

     The image on the screen widens and we see the opening is a
     huge gash in the side of a sunken ship.

                                BECK(cont'd)
                                (to DOC)
                   Tighten the picture on the
                   upper righthand corner.

     CLOSE ON THE MONITOR:  The picture zooms in on the corner
     and Willie's added light suddenly brings the letter "M" into
     focus.

     Beck presses the red record button and pans the ROV slowly
     across the bulkhead of the ship.  The next letter is an "A".
     Then suddenly a Cyrillic letter appears, then others.

                                COBB
                   What the?...

                                DOC
                   Russian.

                                WILLIE'S VOICE(RADIO)
                   I'm going inside.

                                BECK
                   What's your air reading?

                                WILLIE'S VOICE
                   Twenty minutes...

                                BECK
                   Twenty minutes!...Who had
                   tank duty?

                                BOWMAN
                   Who else...Sixpack.

                                JONES
                   The man is unbelievable...
                   I say, leave him in there.

                                BOWMAN
                                (dryly)
                   What about his suit?  That's
                   a million five the company's
                   got to replace.  They'll make
                   somebody go get it.

                                BECK
                                (to Willie)
                   Willie, we're giving you five
                   minutes...after that we're coming in.

     WILLIE'S POV

     Her life-support gauges move eerily around the perimeter of
     her mask.  She moves along steadily down darkened corridors.
     She opens a door and it drops from its corroded hinges--a
     cloud of sludge rises off the bottom.  The room looks empty.

                                WILLIE
                   Sixpack?...Answer me.

     She throws open another door.  It also looks empty, then
     WHAM! a grotesque ECHONODERM slams into her helmet.  Willie
     bats it aside and as soon as she recovers shines her light
     into the room.

     WHAT SHE SEES:  The ship's infirmary.  Broken glass,
     stainless steel...the light does strange things, reflecting,
     sparkling...

                                WILLIE(ON RADIO)
                   The infirmary...

                                BECK'S VOICE(RADIO)
                   Three minutes...

     Her helmet-mounted camera pans the room one more time, then
     as she turns to leave it captures a strange gleam of white
     in the corner--A LARGE HUMAN-LIKE SKELETON.  Willie doesn't
     see it.

     INT. THE CONTROL ROOM

     CLOSE ON DOC  He stares at the monitor screen.  Did he see
     something or were his eyes playing tricks?  He looks across
     the console and sees the videotape is recording.

     UNDERWATER

     ON WILLIE  She moves to the end of the hall.  It ends with
     two doors.

                                BECK'S VOICE(RADIO)
                   One minute.

     Willie hesitates at the junction and PUSHES OPEN the door on
     her left, SOMETHING HUGE BEHIND IT MOVES--IT'S SIXPACK.  His
     mechanical arms suddenly rise and in their grasp we see the
     ship's huge safe.

                                SIXPACK
                                (laughing)
                   I'm rich, honey.  Rich!

     THE SWAMP - LATER

     The door to the Russian ship's safe stands open.  BANG!
     BANG!  Jones and DeJesus hammer safety deposit boxes with a
     chisel.  While the others watch, Sixpack pleads his case
     with Beck.

                                SIXPACK
                   It's all mine if I'm on report.
                   Otherwise you gotta take me off
                   report before you look at any more...
                   Ain't that right, Cobbie?

                                COBB
                   You're on your own, Sixpack, you
                   fucked up everybody's day off...

     DeJesus pries off the top from the first safety deposit box
     and dumps the contents on the workbench...several wallets,
     wristwatches, a pocket watch, a wedding ring...Bowman who
     stands with a clipboard begins taking inventory.

                                BOWMAN
                   Personal effects...

                                WILLIE
                                (considering
                                a watch)
                   Timex...

     She picks up something else, a pack of soggy chewing gum and
     tosses it to Cobb.

                                WILLIE(cont'd)
                   Here's something for you, Cobbie.

                                JONES
                                (checking a wallet)
                   Russian money...Don't look like much.

     Jones opens the next box and dumps it out onto the
     table...Life Savers candy, a postcard of a fat Russian woman
     in a bathing suit.  Bowman looks at it.

                                BOWMAN
                                (grinning to
                                Sixpack)
                   Yeah, I'd say you can retire
                   with all this loot.

                                SIXPACK
                   Shut up.

     Everyone chuckles.  More papers and a small, book-shaped
     object wrapped in plastic.  Jones unwraps it.  It's a video
     tape.  He looks at the label.

                                WILLIE
                   What is it?

                                JONES
                                (reading)
                   "Debbie Does Dallas"...
                                (looks up and
                                grins)
                   Hell, it's in Russian.  I can't
                   read it...

                                DOC
                   May I see it?

     Jones hands it to Doc who looks at it.

                                DOC (cont'd)
                   It's a log of some sort.

     Jones pries the lid off another box and dumps it
     out--Papers, more cheap watches.

     ON SIXPACK  He notices something silver, the size of a
     paperback book, under a stack of papers.  Discreetly he
     covers the object with a piece of paper and slides it off
     the table out of sight.

     Jones opens the last box, and something rolls across the
     table toward the edge and starts to drop when it is caught
     by DeJesus.  He holds it up and we see--a clear liquor
     bottle.

                                WILLIE
                   Vodka.

                                COBB
                   What assholes, they lock booze
                   in the safe.

                                DEJESUS
                   Probably confiscated.  No
                   booze on board, same as us.

     Doc turns the bottle around in DeJesus' hand so he can read
     the label.

                                DOC
                                (eyeing the bottle)
                   Stolichnaya.

     Everyone looks at Doc.

                                COBB
                   You read Russian?

                                DOC
                   Russian, French, Italian, Spanish,
                   Greek, German, a little Hindu, some
                   Serbo Croat and a smattering of
                   Swahili...standard pre-med background...

     Cobb stares at him a second then:

                                COBB
                   Bullshit.

                                DOC
                                (grins)
                   ...and a Russian grandmother...

     Beck ignores them and addresses Bowman.

                                BECK
                   I want all this stuff impounded
                   in the supply safe.

     He lifts the bottle of Stolie out of DeJesus' hands.

                                BECK(cont'd)
                   ...except this...it goes in my
                   safe.

     A disappointed crew watches Beck leave with the bottle.  Doc
     stops him.

                                DOC
                                (to Beck,
                                holding up the videotape)
                   You mind if I take a look at
                   this?

                                BECK
                                (leaving)
                   Be my guest.

     RING CORRIDOR - LATER

     The gloomy corridor outside the Infirmary.  It is empty,
     silent.  Suddenly the door to the Infirmary opens slightly
     and Bowman peeks out.  Seeing the corridor is empty she
     slips out with a a manila folder.

     DORMITORY - SAME

     Bowman hands the envelope to DeJesus, who's grinning
     delightedly.

                                DEJESUS
                   You got 'em!

     Sixpack and Jones are there too.  Sixpack scowls.

                                SIXPACK
                   What good's the kid's med
                   records anyway!

                                DEJESUS
                   Watch and learn, amigo...

     CONTROL ROOM - LATER

     CLOSE ON MONITOR SCREEN

     We see a thin, bearded man in his late fifties, a RUSSIAN
     SHIP'S CAPTAIN talking to the camera in Russian.  The tape
     is of poor quality and water spotted.

                                DOC'S VOICE(O.S.)
                                (translating)
                   Another party last night.  More
                   Vodka.  The infirmary is filled
                   as it is.  I confiscate what
                   I can, but I know the Government
                   Observers have more...

     Suddenly, the captain hears a noise off-screen and goes to
     the camera and turns it off.  The tape goes blank.

     ON DOC

     He stops the tape and presses another button on the console.
     WILLIE'S VIDEO of the huge hole in the hull of the ship
     appears on another screen.

                                DOC(cont'd)
                   See that gash?  The way the
                   edges protrude inward is like
                   from a torpedo explosion.  It
                   couldn't have come from within.
                   Like an accident.

     He looks back at Beck who we see is sitting behind him, and
     has also been watching the tape.  Beck looks at Doc and
     shrugs.

                                BECK
                   What do you want me to say?
                   That it all sounds mysterious?

                                DOC
                   These observers were doing something.
                   A test...I think they sank that ship
                   on purpose to cover up their mistakes.

                                BECK
                   What mistakes?
                                (he shakes his
                                head wearily)
                   Look, I think it's no big deal but
                   if you want to find out why this
                   ship sank have Maritime run a check.

     He gets up and goes to the door.  Doc watches him.

                                DOC
                   I did.  They have no record of
                   the wreck.
                                (beat)
                   The Marshal Goloviev is now on
                   a tour in the Baltic Sea.

     Beck stops.  This is a mystery.

     CLOSE ON COMBINATION LOCK/ BECK'S QUARTERS - SAME

     Fingers fiddle with the combination.  He pulls on the
     handle.  The safe doesn't budge.

                                DEJESUS
                                (whisper)
                   It's not the phone number...

     We pull back to see that DeJesus is alone in Beck's darkened
     quarters, he talks to the P.A.  Suddenly we hear BOWMAN'S
     VOICE over the intercom.

                                BOWMAN'S VOICE
                                (on intercom)
                   Okay, try the social security
                   number...

     DeJesus puts his fingers back, on the safe dial.

                                DEJESUS
                   Okay, give it to me...

     INTERCUT WITH BOWMAN IN DORM.

                                BOWMAN
                                (reading off of Beck's
                                forms)
                   Two...twelve...ninety-six.

                                SIXPACK
                                (scoffingly)
                   You guys are so full of shit...
                   Who's going to use their
                   birthday...

                                DEJESUS VOICE
                                (over intercom)
                   BINGO!

                                SIXPACK
                                (suddenly sitting up)
                   Like I said, that bottle's mine!

     CONTROL ROOM - SAME

     ON Beck at the door and Doc.

                                DOC
                   I want your permission to
                   check that vodka.

     Beck looks at him.  It is obvious that he doesn't trust Doc,
     with the vodka, but he's diplomatic.

                                BECK
                   This is a mining shack, not
                   a lab, Doc.  If there's something
                   strange with the vodka it's safe
                   till we get back.

     UPPER RING CORRIDOR

     ON COBB  Standing watch for DeJesus.  Suddenly the door to
     the Control room opens and Beck walks out.  Cobb grabs a
     walkie-talkie.

                                COBB
                   Beck's coming.

     BECK'S QUARTERS/ ON DEJESUS

     He hears Cobb and freezes.  He looks around--the cramped
     quarters don't offer much in the way of hiding places.

     INTERCUT WITH BOWMAN AND OTHERS IN DORMATORY

     They react similarly to the sound of Cobb on the P.A.

     ON COBB AND BECK/ CORRIDOR

     Beck stops outside his door and sees Cobb.

                                BECK
                   Something wrong, Cobb?

                                COBB
                                (struggling)
                   Uh..Excuse me sir, it's the air
                   recirculating system, sir...

                                BECK
                   What's wrong with it?

                                COBB
                                (thinking fast)
                   ...I'd really have to show it to
                   you.

                                BECK
                                (beat)
                   All right...

     Cobb smiles, he can't believe his luck, then Beck holds up
     the videotape.

                                BECK(cont'd)
                   ...Just let me put this in
                   my safe...

     Before Cobb can react Beck opens the door to his quarters
     and steps inside.

     BECK'S QUARTERS  WE SEE no sign of DeJesus.  Cobb follows
     into the room, looking carefully around for sign of DeJesus.

     In the mirror to Beck's bathroom, Cobb spots DeJesus
     pressing against the wall.  Cobb suddenly starts to sweat
     bullets.  Beck quickly unlocks the safe, opens it, and puts
     the videotape right next to the bottle of Vodka.

     We see Cobb's reaction.  Beck turns.

                                BECK
                   Something wrong?

     Cobb shakes his head weakly and starts to follow Beck out,
     he sneaks a look back at DeJesus in the shadows who gives
     him a thumbs up.

     MESS - LATER

     Five specimen cups filled with vodka.  Bowman takes hers and
     looks at it questioningly.  Cobb watches the door for signs
     of the officers.

                                BOWMAN
                   Cute, DeJesus...Specimen cups?

                                JONES
                   Aw, loosen up, Bowman...
                                (he looks over and
                                notices Willie)
                   Hey, Willie, I got one served
                   up for you.

     Willie shakes her head.

                                WILLIE
                   No, thanks.  I've got my
                   blood tests in three days.

                                DEJESUS
                   That's all you do is exercise.
                   You got to learn to live a little.

                                WILLIE
                   After my astronaut training physical,
                   then I'll tie one on.

                                SIXPACK
                   Forget space cadet, I'll drink hers.

                                COBB
                   Hey what happens it he goes
                   back and finds the bottle missing?

                                DEJESUS
                   He won't...

     He holds up a plastic IV bag filled with clear liquid.

                                DEJESUS(cont'd)
                   I poured the vodka in here.

     Cobb, Jones, DeJesus, Bowman, and Sixpack grin and clink
     glasses, then knock back their vodka.  Afterwards we get
     their reactions.

     JONES:  Looks concerned.
     BOWMAN:  Shakes her head, something's wrong.
     DEJESUS:  Can't get the taste off his tongue.
     COBB:  Seems totally satisfied.
     SIXPACK:  who has held the liquid in his mouth savoring it,
     suddenly spits the vodka out.

                                SIXPACK
                   Shit!  It's water!

                                JONES
                   Beck switched it!

                                DEJESUS
                   Can you beat that?  The sonof-
                   abitch doesn't trust us!

     Willie grins at her co-workers and Beck's move and jogs out
     into the corridor.  Sixpack disgustedly tosses his shot
     glass away and leaves.

                                SIXPACK
                   That little turd.  If I
                   ever get the chance I'll
                   fix his ass.

     The others put down their glasses disappointedly except
     Bowman.  She watches Sixpack.

     DORMITORY

     SIXPACK'S BUNK  He closes his privacy door and hesitates as
     if listening for the others, then he removes a silver flask
     with Cyrillic lettering--the silver object he palmed in the
     Swamp--and smiles as he takes a long pull.  Suddenly WHAM!

     The Privacy door to Sixpack's bunk is slammed open.
     Startled he turns startled to see--BOWMAN.

                                BOWMAN
                   Didn't I ever tell you vodka
                   was my favorite drink?

     She holds out her glass.  Sixpack looks around the Dorm,
     it's empty, then grins sheepishly and pours her a shot.

     CORRIDOR "B"

     ON WILLIE  She is jogging through the corridors.  Suddenly
     there is a GREAT GROANING NOISE.  Willie stops and looks
     through the steel mesh wall into the machine floor.  The
     dark shapes of the machines move monstrously in the dim
     light.  The GROANING ends and she jogs on to the Swamp.

     As she passes the door she notices the light and stops.  Beck
     stands with a clipboard by an equipment cabinet filled with
     the parachute-like Container Transporters we saw outside.
     He sees her.

                                BECK
                   That was a loud one wasn't it?

                                WILLIE
                   After a month of it you'd think
                   I'd be used to it.

     She moves into the Swamp and goes to the Lift Lock, stopping
     under one of the ladders she leaps up and grabs a metal rung
     above her and begins doing her chin-ups as Beck watches her
     lean body easily doing the exercises.

                                BECK
                                (watching her)
                   How's astronaut training?

                                WILLIE
                   Why?  You going to give me hard
                   time like the others?

                                BECK
                   No.  I'm just being friendly.

                                WILLIE
                                (beat)
                   Good...It's going good.

     Beck tries to concentrate on his inventory, but continues to
     watch Willie's sexy, athletic body.

                                BECK
                   Whatever made you want to
                   do a tour down here?

                                WILLIE
                   I need electrical field
                   experience on my resume.
                   Everything helps...
                                (she watches him)
                   Why are you here?

                                BECK
                   Everybody in corporate training
                   serves a tour on the line.  Sup-
                   posed to hone leadership skills
                   or something.

                                WILLIE
                   Has it helped?

     Beck shrugs.

                                WILLIE
                   I guess there's not a lot of
                   adventure in the Control Room.

     Beck looks up and they lock eyes.

                                BECK
                   You think I should hang around
                   more with the crew?

                                WILLIE
                   Well, I always heard you don't
                   "learn" leadership, you earn it.
                                (beat)
                   How did you know they'd get
                   into the vodka?

     Beck looks up from his clipboard and smiles.

                                BECK
                   I guess I figured if I was in
                   their shoes that's what I would've
                   done.

                                WILLIE
                                (smiles)
                   Maybe you're more one of us
                   than you think...sir.

     INT. MESS/ BLACKBOARD - MORNING

     SCREECH!  The chalk shrieks across the blackboard, making a
     "1" over the words "Days Till Pickup."

     Jones looks up from his cereal at Bowman, the culprit with
     the chalk.

                                JONES
                   Puuleeeeze...

     INT. DORMITORY - SAME

     DeJesus puts on his wet suit which goes under his large
     mechanical suit and gets ready to join the others in the
     mess.  He notices Sixpack's privacy door is still closed and
     bangs on it.

                                DEJESUS
                   Hey, Sixpack...Rise and shine
                   amigo...

     There is no answer.  Carefully he opens the door and is
     surprised to find it empty.

     INT. INFIRMARY - SAME

     CLOSE ON Sixpack's eye.  We pull back to see it is being
     examined by Doc who frowns.

                                DOC
                   Let's see your tongue.

     Sixpack obliges as Beck enters.

                                BECK
                   What's wrong?

                                DOC
                   Pretty good imitation of
                   a hangover and I ought to know.

                                SIXPACK
                   Well, it ain't!  It feels a
                   thousand times worse.

                                DOC
                   Where?

                                SIXPACK
                   I...I dunno.  I just feel...
                   wrong.

                                DOC
                   Take off your shirt.

     Sixpack pulls off his shirt.  Doc frowns in surprise.

     WHAT HE SEES:  SIXPACK'S TORSO  There are strange black
     areas, each of them an inch in diameter.

                                DOC (cont'd)
                                (concerned)
                   How long...how long have you
                   had these?

                                SIXPACK
                                (surprised, scared)
                   Shit, Doc...I didn't know I
                   had them.

     Doc peers closely at the skin where it's discolored.  It's a
     different texture.  Beck watches as Doc touches a spot and
     Sixpack screams in agony.  Doc and Beck lock eyes.

     BECK'S QUARTERS - SAME

     CLOSE ON MARTIN on Beck's video monitor.  He is drinking a
     cup of coffee.

                                MARTIN
                   ...as long as you know it's
                   not in your contract.

                                BECK
                   I know that.

                                MARTIN
                   Well, suit yourself, then...its
                   your decision...
                                (he chuckles)
                   Ha ha...a little joke...suit
                   yourself...

     Beck interrupts impatiently.

                                BECK
                   How's the weather for pickup
                   tomorrow?

                                MARTIN
                                (looking at a report,
                                then up at Beck)
                   Beautiful.

     THE SWAMP - MORNING

     The crew members climb into their suits.

                                COBB
                   Bad as he is there's no way
                   we can make our quota with-
                   out his sad self out there.
                   You just can't do it.

                                DEJESUS
                                (angrily)
                   He's tanking on us...

                                WILLIE
                   No...he's really sick.  I heard him
                   last night.  The company will take
                   that into consideration...

                                JONES
                   Honey, the company don't give
                   a flying fuck about "whys," they
                   just look at the numbers and
                   the contract says if we miss our
                   quota they only got to pay us
                   half-pay for the entire month.

                                DEJESUS
                                (convinced)
                   'Cocksucker's tanking on us...

     Suddenly all eyes go to the door, Beck enters.

                                BECK
                                (to DeJesus)
                   No, he's really sick...He won't
                   be going out today.

     The crew increases its bitching...

                                COBB
                   There goes our quota...

                                BOWMAN
                   Thirty days, right down the toilet...

     Beck ignores them and goes to the control rack which sends
     the suits around the room and pushes number 8--his suit.
     DeJesus and Jones share a look.  Bowman and Willie watch him
     carefully.  As Beck's suit stops in front of him the room is
     quiet, they can't believe their eyes.  Awkwardly, Beck
     tries to get into his suit.  Cobb breaks the silence.

                                COBB
                   Excuse me, sir...

                                BECK
                   Is this a contract violation,
                   Mr. Cobb?

                                COBB
                   No sir...I just wanted to know
                   if you needed a hand?

     Beck sees he's sincere, then looks at the others and Willie.
     She nods slightly.  Beck turns back to Cobb.

                                BECK
                                (beat)
                   Thanks...

     INT. THE INFIRMARY - SAME

     Doc and Sixpack.  Doc takes a blood sample, seals it and
     opens a cabinet under the sink where a supply of blood is
     stored in a refrigerated unit.  The plastic bags of blood
     are labeled with the various crew members' names.

     Sixpack watches him from the examination table.  He is
     shivering violently and scared.

                                SIXPACK
                                (he's losing it)
                   Please, Doc...I'm cold...I hurt...

     We see a change in Doc's demeanor.  He is suddenly needed
     and it has touched something in him and we see him rising to
     the challenge.

                                DOC
                   I'm just going to take a tiny
                   piece of skin to look at under
                   the microscope...Afterwards I'll
                   give you a sedative.

     Skillfully Doc takes a skin sample.  Sixpack screams.

     VIEW THROUGH THE MICROSCOPE

     An enlarged view of the cells in alarmingly hyperactivity.
     We see it literally spreading before our eyes.

     ON DOC

     He leans back from the microscope.  There is awe on his face
     for the first time since first year medical studies--and
     there is fear of the unknown.  He looks over his shoulder at
     Sixpack, his shivering has stopped, he lies still on the
     table.

     UNDERWATER

     Lights move in the blackness, but there is an order to the
     actions and a crispness to the voices.  People doing work
     that is moving sharply.  Pride in what they're doing.

                                DEJESUS
                   Okay, number 23's full.

                                BECK
                   Let's get it out of here and
                   bring in a new one.

                                JONES
                   Yes sir...

                                BOWMAN
                   Hook's on 24...

                                BECK
                   Let's have her...

     The Container transporters fill with compressed air and lift
     the container as the miners guide it to the track...

     INT. INFIRMARY/ SHACK - SAME

     Doc is at the console of his computer.  As words appear on
     the screen, obviously in response to his query...

     "...would appear to indicate a virus of unknown origin..."

     Doc shakes his head disgustedly.

                                DOC
                                (to himself)
                   No kidding?  "A virus of
                   unknown origin."  Come on and
                   tell me something I don't know...
                   like what's going on...

     ON SCREEN

     More words come up.  "...no idea..."

                                DOC(cont'd)
                                (typing, angrily)
                   Then take a guess, goddamnit!

     He finishes typing and waits for an answer.  The cursor
     flashes the word "PROCESSING".  Then an answer comes up.
     "Genetic Alteration?"  The words send a chill down Doc's
     spine.

     SWAMP ROOM - LATER

     The mood is happy.  Like a high school football locker room
     after a winning game.  DeJesus climbs out of his suit and
     slaps Beck on the shoulder.

                                DEJESUS
                   Good work out there, Mr. Becky.

     Beck, obviously pleased, looks at the others.  Jones sums up
     the feelings of the entire group.

                                JONES
                   Thank you, sir.

     Beck's grin suddenly disappears at the sight of a flashing
     red light over the intercom.

     INFIRMARY - LATER

     Beck is standing in the doorway of the Infirmary, glaring at
     Doc, who sits with his bottle of Old Granddad.

                                BECK
                   Dead?  This morning you said
                   he had some skin disorder.

                                DOC
                   He did.

                                BECK
                   Well, how the hell does a
                   skin rash kill you in eight
                   hours?!

     Doc looks at Beck wearily and hands him a mask.

                                DOC
                   Here.  Put this on.  You examine
                   him.

                                BECK
                   I'm not a doctor.

                                DOC
                   For this...you don't need to be.

     Beck hesitates, then puts on the mask.

     SICK ROOM

     As Beck enters, masked, Sixpack's back is to him under the
     sheets.  Slowly he pulls back the sheet and recoils from the
     sight.  The black splotches have nearly all grown together.
     His fingers have lengthened and become more webbed.  Most
     dramatically the sores on the sides of his neck have become
     flared and elongated.  Though not bleeding, the open veins
     are visible.

     INFIRMARY

     Doc pours some bourbon in a glass, and takes a sip.  Beck
     enters dazed from the sick room and their eyes meet.

                                BECK
                   The mask is because you think
                   it might be...catching?

                                DOC
                   I don't know.  I've been back
                   and forth with Narragansett Naval
                   all day, consulting with the best
                   people in maritime medicine, the
                   best people in viruses...

                                BECK
                                (impatiently)
                   And?

                                DOC
                   And they didn't believe the
                   symptoms I described...

                                BECK
                                (beat)
                   Why Sixpack?

                                DOC
                   It could be a million things,
                   something in the air, food....
                                (he looks up and
                                locks eyes with Beck)
                   But he went on that ship and so
                   did Williams...
                                (beat)
                   I want to examine the crew.

                                BECK
                                (still in shock)
                   Yeah...right...

     He starts to the door and Doc watches him.

                                DOC
                   I've reported the death to
                   the company.

     INT. THE MESS - SAME

     The mess is quiet.  All eyes are down.  Sixpack's absence is
     noticeable.

                                JONES
                   "Routine," my ass!  Ain't nothin'
                   "routine" about no physical check-
                   up 10,000 feet down...especially
                   when we're getting picked up the
                   next day!

                                COBB
                   He didn't say it was a "routine
                   check-up," he said it was a "routine
                   precaution."

                                WILLIE
                   Must be bad.  Even sick
                   Sixpack never missed a meal.

                                DEJESUS
                   It's this fucking air system....

                                COBB
                   Ain't the food or the
                   air system, he's just sick...
                   Everybody gets sick every
                   now and then.  It's all
                   part of being human!

     Bowman suddenly becomes pale.

                                BOWMAN
                   Well, I must be human because
                   I'm sure as hell sick.

     She gets up from the table and dashes for the toilet.

     INT. SHOWER ROOM - LATER

     EXAMINATION SEQUENCE

     CLOSE ON WHITE SKIN/(COBB)

     Pale skin, fishbelly white with white hairs, seen closely...

                                COBB'S VOICE(O.S.)
                   I guess I'm kinda...outta shape...
                                (a pause, no answer)
                   This skin condition...what is it?
                   Like herpes, or measles, or what?

                                DOC'S VOICE(O.S.)
                   It's difficult to describe.

     Doc is scrutinizing Cobb's flabby body closely.  They're
     alone in the shower room.  Stainless steel, and mirrors.  Doc
     stops and checks a place on Cobb more closely.

                                COBB
                                (watching, nervous)
                   Christ, it'd be a hell of a thing
                   if I went back to the roof with
                   some kind of herpes thing.  My
                   wife wouldn't understand that at all...

     Doc peers closely, satisfies himself that it's nothing.

                                DOC
                   You seem all right.

                                COBS
                                (relieved)
                   She wouldn't understand.  She'd
                   think I was down here fucking
                   my head off.

     DARK SKIN/ PORES  Black skin, seen very close, the pores
     appearing like craters.

     We're looking at Jones' naked body...rippling muscles.

                                JONES
                                (grumbling)
                   This whole thing's unnecessary, Doc.
                   Only "skin problem" I got is
                   white people...
                                (beat, suspiciously)
                   How come you're wearing those
                   gloves?

     INT. SHOWER ROOM/ SMOOTH SKIN - LATER

     Firm, lovely breasts, smooth skin...

                                WILLIE'S VOICE(O.S.)
                   This disease...do you know
                   what causes it?

     Doc turns Willie around and examines her firm naked
     buttocks.

                                DOC
                   Not yet.  You got any ideas?

                                WILLIE
                                (suddenly)
                   You don't think it was from going
                   on that ship do you?

                                DOC
                   That's a possibility.  But if
                   it was that simple why haven't
                   the symptoms begun on you?

     Doc turns away to let her dress.

                                WILLIE
                   You mean I'm okay?

                                DOC
                   You're fine.

     SHOWER ROOM/ TAN SKIN

     DeJesus' body is being examined...tan skin, wiry muscles
     seen very close.  As we move along the skin, it seems every
     moment as if the next instant will reveal a dread blemish...

                                DEJESUS' VOICE(O.S.)
                   What do you mean, "a skin problem"...
                   your skin changes?

     DeJesus, naked, with his back to us.  Doc examines him.

                                DOC
                   It blackens...becomes scaly.

                                DEJESUS
                                (joking)
                   You mean like a fish?

     DeJesus chuckles, but something about the thought stops Doc.

                                DOC
                                (almost to himself)
                   Yes...like a fish...

                                DEJESUS
                                (smiles)
                   I was just joking, Doc.

     CONTROL ROOM - SAME

     Beck sits in his chair reading the TRANSOCEAN OFFICERS
     INSTRUCTIONAL MANUAL.

     INSERT:  The chapter he's on says:  BODY DISPOSAL AT SEA.

     The face of Martin stares back at us.

                                MARTIN
                   Well, according to Maritime law,
                   you, as commander of the Shack
                   have the authority to dispose of
                   the body.  However, the company
                   doesn't want you to do that.

                                BECK
                   What you don't understand is that
                   my crew is in jeopardy.

                                MARTIN
                   But you don't have any proof
                   at this point to assume that
                   this disease is contagious, do
                   you?

                                BECK
                   I'm not anxious to find out, either.

                                MARTIN
                   Beck, trust me.  If the company
                   felt that you or your crew were
                   in any danger we would authorize
                   an immediate emergency pickup.
                   We could be there in a few hours.

                                BECK
                   Do it.

                                MARTIN
                                (beat)
                   Unfortunately.  We can't.

     He picks up a sheet of computer paper.

                                MARTIN(cont'd)
                   There is a typhoon about 600
                   miles off the coast of Baja.
                   It's not coming your way but the
                   Company doesn't want to lose
                   you folks or an emergency ship
                   should it veer your way.

                                BECK
                   What're you saying?  That we're
                   not even going to be picked up
                   tomorrow?

                                MARTIN
                   It shouldn't be a long delay.

                                BECK
                   But it's a delay!  How long?
                   A day?  Two days?!

                                MARTIN
                   Twelve hours, no big deal.  We
                   should know something first
                   thing in the morning.  Don't
                   worry.

     WASHROOM - SAME

     Willie enters the room with several sinks and a couple of
     toilet stalls.  She approaches one of the sinks and pulls a
     toothbrush from the pocket of her robe.

                                WILLIE
                   Bo?  Doc says you're next.

     Just then she hears a retching sound from one of the stalls.

                                WILLIE(cont'd)
                   Bo?...You okay?

     INFIRMARY - SAME

     Willie and Jones help Bowman into the Infirmary.  She is
     weak from nausea.  They help her onto the examination table
     and look around for Doc.  Jones sees a light on in the Sick
     Room.

     SICK ROOK - SAME

     Sixpack's body lies under a sheet in the Sick room.  The
     door opens and Jones looks in, sees Sixpack but in the dim
     light, doesn't realize the sheet covering him, covers the
     body totally.  Jones smiles.

                                JONES
                                (whispers)
                   Hey, Sixpack...Hey, my man...
                   How you feeling?

     There is no answer and Jones slowly approaches the body.

                                JONES
                   Hey, man, we made quota to-
                   day.  No thanks to you, you
                   dog, but we made it...Beck
                   helped us...We just dropped
                   Bowman off.  I hope what you've
                   got ain't catching...

     He is almost to the table and reaches out to touch Sixpack
     when suddenly the body stirs.  Sixpack's foot moves slightly
     under the sheet as if shifting in his sleep.  Jones stops.

                                JONES(cont'd)
                   Oh, man, sorry...you go back
                   to sleep.

     INFIRMARY - SAME

     Jones returns to the examination room.  Bowman is now
     undressed and under the blankets on the examination table.

                                WILLIE
                   Who were you talking to?

                                JONES
                   Sixpack...

                                WILLIE
                   How is he?

                                JONES
                   Sleeping.  No sign of Doc,
                   though.  I'll check the
                   control room.  You look
                   in the shower room...

     They leave Bowman GROANING on the examination table and head
     back to the main corridor.  As they leave WE HOLD ON the
     door to the sick room behind Bowman.

     Bowman writhes on the examination table in pain.  Carefully
     she climbs off the table and goes behind a partition to
     throw up.

     CLOSE ON BOWMAN

     At the sink in the infirmary.  She rinses her face in the
     sink and pulls back her hair, suddenly she stops and brings
     her hands in front of her face.

     INSERT HER HANDS.  Huge clumps of hair have come out in her
     hands.  And then she sees her hands themselves.  Scaly.

                                BOWMAN
                   Oh, God...what's going on?

     She turns and looks at the light on in the Sick Room.  Slowly
     she goes to the door and enters.

     SICK ROOM

     Bowman approaches the body of Sixpack.

                                BOWMAN
                                (panicked)
                   Sixpack...what's going on?

     No answer.  She pulls back the sheet and gasps.

     CONTROL ROOM - SAME

     ON BECK AND DOC.

                                DOC
                                (panicky)
                   You have to call them back.
                   Explain that this is an emergency.

     Jones enters.

                                JONES
                   Excuse me, sir...Bowman's
                   sick.  She's downstairs in
                   the infirmary.

                                DOC
                                (concerned)
                   The infirmary?...

                                JONES
                   Yes sir, ain't that where we
                   usually go when we're sick?

                                DOC
                   We're simply concerned about
                   her...proximity to...

                                BECK
                                (to Jones)
                   Sixpack's dead.

     Jones looks from one officer to the other then grins.

                                JONES
                   Bullshit...I was just talking
                   to him.  I saw him move.

                                BECK
                   What?...

     LOWER RING CORRIDOR - SAME

     Beck hits the floor off the ladder and rushes to the
     Infirmary with Jones.  He opens the door and freezes.

     WHAT HE SEES:  The examination table where Jones left her is
     empty.  The room deserted.

                                JONES
                                (pointing to
                                examination table)
                   I left her here.

     DOC comes up behind them, then turns.  He hears to a HISSING
     SOUND down the ring corridor.  He turns from the others and
     moves slowly toward the noise.

     SHOWER ROOM

     Doc enters the shower room, full of steam and the SOUND OF
     WATER.

                                DOC
                   Bowman?

     There is no answer and he moves toward the shower.

                                DOC
                   Bowman.  It's Doc.  I'm here
                   to help you.

     The water continues to run.  No answer.  Carefully, Doc
     opens the shower door.

     WHAT HE SEES:  Bowman.  Dead.  Her wrists have been cut and
     blood swirls down the drain.

     Doc sadly squats down beside her.  The death effects him
     greatly.  He feels helpless, then suddenly his eyes widen
     and he carefully reaches out and takes Bowman's limp arm,
     turning it supine.  There, running the length of the arm, WE
     SEE the black scales.

     INFIRMARY

     Jones and Beck lay Bowman's body carefully onto the
     examination table in the infirmary.  Through the Sick Room
     door we see the sheet shrouded body of Sixpack.  Doc covers
     Bowman with a sheet as

                                                      WE CUT TO

     THE MESS - LATER

     The remaining crew, Doc, and Beck assembled in the Mess.
     Doc sits quietly, almost in a daze.

                                BECK
                   I can't tell you much about
                   it, except that none of you
                   show any symptoms.

                                DEJESUS
                   And it killed Bo?

                                BECK
                   No...she killed herself.

     ON WILLIE  the news hits her hard.

                                JONES
                   We're getting out of here just
                   in time.

                                BECK
                   There's now a problem with the
                   weather for pickup.  There's a
                   typhoon in our sector...
                   ...We're going to be delayed
                   twelve hours...

                                DEJESUS
                   Typhoon?!

                                JONES
                   Twelve hours!

                                COBB
                   At least we get time and
                   a half.  That's in the contract.

                                JONES
                   Fuck double pay, man!  I
                   want out of here!

     Their argument is suddenly cut short by a NOISE from the
     corridor.  A THUMP!  The crew stops their grumbling and
     listens.  A moment later we hear another THUMP!  Beck looks
     at Jones.

                                BECK
                                (motions for Jones
                                to come with him)
                   Jones...
                                (to the others)
                   Stay here.

     RING CORRIDOR

     Beck leads the way slowly toward the Infirmary where the
     sound is coming from.  Outside the door they hear it once
     more.  THUMP!

     Carefully he enters the Infirmary and WE SEE the
     examination table is empty!  Beck goes to the Sick room and
     stops in the doorway.  Jones moves behind him and his eyes
     suddenly widen.

     WHAT THEY SEE:  Both bodies now are in a motionless, hideous
     conglomeration on the the table.

                                                  SLAM CUT TO

     CLOSE ON HEAVY ZIPPER

     ZZZZZZZZZZZZZZ.  It is quickly pulled shut, running the
     length of a heavy plastic bag, closing both bodies inside.

     INT. CORRIDOR "B" - LATER

     Dressed in their rubber latex suits Cobb, Jones, DeJesus,
     Beck, and Willie carry the body of Sixpack and Bowman in the
     zippered bodybag.  Now, well over three hundred pounds, the
     bodies strange shape and dead weight make it difficult to
     transport.

                                DEJESUS
                   C'mon, Cobb...you're slacking...

                                COBB
                                (angrily)
                   I ain't, goddamnit...It's
                   Jones!..

     Before Jones can argue, Beck cuts them off.

                                BECK
                   Shut up, all of you.

                                COBB
                   Mr. Beck, the contract states that
                   no body can be disposed of without
                   authorization of---

                                JONES
                   Fuck the contract, man!

     The group turns into the Swamp where Doc waits for them by
     the Lift Lock.  Rounding the corner Cobb bangs into the side
     of a bulkhead and drops his corner of the "package."  Like
     dominoes, Willie also looses her grip, then DeJesus.  The
     bodybag splashes into the grimy bilge water making it even
     harder for everyone to get a handhold.

                                BECK(cont'd)
                   C'mon...Lift!

     The group struggles to raise the bodybag and just get it to
     their shoulder when suddenly we go tight on DeJesus's face.

                                DEJESUS
                   Hey!...I feel something.
                   It's moving!  He's alive!

                                COBB
                   I feel it, too...Someone's trying
                   to get out.

     Cobb drops his end intentionally and he kneels looking for
     the zipper.

                                JONES
                   Cobb, what're you doing!

                                COBS
                   But he ain't dead!  He ain't
                   dead.

                                BECK
                   Cobb!  Stop!

     But Cobb grabs the zipper and starts to unzip the heavy bag.
     Beck tries to stop him when suddenly, WHAM!  a DARK
     APPENDAGE RIPS through the zipper and flails like a
     pressurized firehose.  It beats wildly for several second,
     then lashes out at Cobb--ripping a gash on his forearm.

     While Cobb screams in pain, Beck yanks the appendage off
     Cobb's arm revealing a mouth full of needlesharp teeth and a
     sharp tongue-like proboscis which has stabbed Cobb like a
     dagger.

                                COBB
                   It bit me!  It bit me!

     While Beck and Willie wrestle the strong flopping appendage,
     Doc rushes to the Lift Lock.

     DeJesus and Jones struggle to force the lurching bodybag
     into the Lift Lock.

                                JONES
                   Push Hazy!

     The bodybag shudders like a huge cocoon about to lose its
     occupant.  Jones digs his shoulder down into the task just
     as the bag suddenly RIPS in several places.  A tear RIPS
     OPEN next to Jones' head revealing the head of BOWMAN, her
     vacant eyes only inches from Jones' face.

                                JONES
                   Oh, Jesus Christ!  I ain't
                   never gonna sleep again!

     Suddenly a WHINING NOISE sounds behind them.  Beck looks
     back to see Cobb approaching with a battery operated
     underwater chain saw.  He's clearly intending to cut the
     Creature with the whirring blade.

                                BECK
                   No!

                                COBB
                   It bit me!

                                DEJESUS
                   It's Sixpack!

                                COBB
                   I'm going to kill it!

     DeJesus turns to block Cobb while the others continue to
     wrestle the bodybag into the Lift Lock.  The bag suddenly
     splits and a scaly arm protrudes.  It reaches out grabbing
     DeJesus.  Beck pulls him free and yells.

                                BECK
                   Close the Lock!  Now!

     Doc hits the lever.  The elevator doesn't move!

     RRRRRRIIIIIPPP!  A scaly leg rips out of the body bag!

                                BECK(cont'd)
                   Hit it again!

     Doc hits the elevator switch again, harder.

     NNNNNNN!  The Lift Lock door whines closed and a horrifying
     SCREAM rises from the Lock.

     CLOSE ON THE LIFT LOCK

     The end of the appendage is severed in the closing door,
     disappearing unseen into the greasy bilge water.

                                BECK(cont'd)
                   Flush it!

     Doc flips a switch and the SCREAM OF THE VACUUM PUMPS drown
     out the SCREAM in the Lift Lock, the wails of Cobb, and the
     splashing sounds of the severed three-foot section of gory
     muscle which slip silently and undetected under the
     workbench.

     A second later the elevator returns empty, silent,
     bloodstained.

     Beck turns on the video monitor of the exterior Lock.  The
     exterior worklights illuminate millions of bubbles from the
     flush and the struggling movements of the bodybag before it
     grows still once again and disappears beyond the range of
     the Shack lights...into the darkness.

     Beck turns and looks at his savaged crew.  Willie, Jones,
     DeJesus, Doc look like wet-suited butchers.  Splattered in
     blood, numbed by the experience, they are brought together
     by having simply survived.  Jones holds up Willie.  DeJesus
     leans against the bulkhead.  In the far corner Cobb sobs
     quietly.

     SHOWERS - LATER

     Clouds of steam.  Vaguely seen through the steam, Willie is
     scrubbing herself almost desperately, as though the
     spattered blood of the creature had penetrated into her
     skin.  Finally she gives up almost in tears and rests her
     head against the wall of the shower stall.

     DORMITORY - SAME

     Beck and Jones open the privacy door to Sixpack's bunk.
     After some digging which produces five month's supply of
     pornography, the empty flask clatters to the floor.  Beck
     picks it up.

                                BECK
                   I think we just found our
                   problem.

     MESS - LATER

     Cobb pours himself a cup of coffee with a shaky hand.  Jones,
     and DeJesus sit at a table and Willie laces up her shoes for
     a run.  There is a feeling of anger among them.

                                DEJESUS
                   Serves his ass right to get
                   it.  Motherfucker brings that
                   shit onboard.  I hope his
                   fucking ass rots in the sea and
                   is shit upon by the fish.

                                JONES
                   'Fucker could have gotten us
                   all killed.

                                COBB
                   He knew better than that.

     Willie finishes tying up her shoes and looks at them all
     coldly.

                                WILLIE
                   You guys sure weren't so holy
                   when you were shooting that
                   vodka...It could have been you.

     She gets up and walks out into the Ring corridor.

     THE RUSSIAN SHIP

     WE ARE MOVING along the ship's corridor that Willie walked
     looking for Sixpack.

     WE PULL BACK TO REVEAL WE ARE WATCHING A VIDEO SCREEN IN THE
     CONTROL ROOM

     Doc and Beck replay the tape of Willie's search for Sixpack
     on the Russian ship.  On the monitor screen we see Willie's
     POV of the infirmary.  The light dances off the broken glass
     as she turns, then the flash of white we saw before as the
     light moves out into the corridor.

                                DOC
                   Hold it!  Rewind it.

     Beck rewinds it.

     ON SCREEN  we see the scene again.  Light dancing off the
     cabinets.  As the light starts to turn--

                                DOC
                   Stop it.

     Beck pauses the tape.  We see nothing. Doc is confused.

                                DOC
                   Back it up slowly.

     Beck does and we watch Doc's face as he stares intently at
     the screen.  Suddenly he sees it.

                                DOC
                   There.

     ON SCREEN  We see it.  Caught in the turn of the camera, now
     frozen on the screen is the clear gleaming skeletal remains
     of a man.  Only it is clear that this is no ordinary man.
     Fingers and appendages are lengthened and broader than
     normal.  But it is the large head and long sharp teeth that
     especially catches our attention.

     MESS - SAME

     ON A BEAUTIFUL BAVARIAN SETTING

     as a hand suddenly moves into frame and we see the scene is
     actually one of DeJesus' jigsaw puzzles.  He takes a piece
     of blue sky from the hundreds of pieces on the table and
     places it perfectly into position on the puzzle.  Jones
     watches him amazed.

                                DEJESUS
                   You know that Innsbruck
                   has 64 square miles of ski
                   slopes, man?  Think about that.
                   Sixty-four square miles.

     He picks up another piece of blue sky and effortlessly fits
     it into place as Jones watches.  It's blowing Jones' mind.

                                JONES
                   How'd you do that?

                                DEJESUS
                   What?  That?...I've done this
                   one before.  You hungry?  I'm
                   hungry.

     He gets up to go into the mess and Jones looks at him in
     amazement.

                                JONES
                   Hungry?  After what we just
                   went through I may never
                   eat again.

     ON WILLIE

     She jogs down the corridors toward the Swamp.  The Shack
     CREAKS and Willie looks down through the grating passing
     below her feet.  It is dark down there.  Her feet pound off
     the metal grating.

     LOW ANGLE  We watch Willie from below as she jogs past.  THEN
     WE TILT DOWN to the dark, still water of the bilge.  Suddenly
     something stirs in the water--a ripple like a trout in a
     stream.

     CONTROL ROOM - SAME

     Using a computer plotting program to measure the dimensions
     of the skull on the videotape, Doc enters these measurements
     as they are read off to him by Beck.  As each of the
     measurements go into the computer an image of a skull begins
     to appear on the computer screen, followed by a name:
     DANAKIL MAN.

                                BECK
                   They found this?

                                DOC
                   No.  I think they isolated
                   him in genetic engineering.
                   Homo aquaticus...

                                BECK
                   Was there such a thing?

                                DOC
                   Danakil man?...one of our
                   ancestors.  Named for the
                   Danakil Alps in Ethiopia.

                                BECK
                   Not exactly a big ocean
                   country.

                                DOC
                   It was when it counted a couple
                   of million years ago when the
                   seas came in and drove us into
                   the water.  Most homo sapiens
                   didn't make it...Danakil man...
                   adapted.

     ON WILLIE

     running.  She jogs past the machine room.  Looking in, the
     machines seem alive, pulsing, the beating heart of the
     Shack.  There is something else though.  We feel something
     in there watching her.

     CONTROL ROOM

     On Doc.

                                DOC
                   Some say that's why we're
                   basically hairless, for less
                   water resistance, faster swimming
                   speeds...

                                BECK
                   But what about those scales...
                   or that leech-like thing that
                   bit Cobb?

                                DOC
                   Why stop with just one aspect
                   of marine life?  Why not incorporate
                   the best genetic components the
                   ocean has to offer?...

                                BECK
                                (pointing to screen)
                   Well, if they were perfecting an
                   aquaman, then why's there a dead
                   one onboard that Russian ship?  Why
                   isn't he out swimming around?

     Doc looks up at the image on the screen.  The huge skull
     stares back hauntingly.

                                DOC
                                (beat)
                   He obviously lacked something
                   in his environment.

     DORMITORY - SAME

     ON COBB  He sits on his bunk and peers under his bandage.
     He turns on an overhead reading light and looks again.
     Suddenly a voice startles him.

                                JONES' VOICE
                   Turned black yet?

     At first startled, Cobb recovers and answers sharply.

                                COBS
                   That ain't funny.

                                JONES
                   Relax, Cobb.  If it was
                   going to turn, it would have
                   done its trick by now.

                                COBB
                   That's easy for you to say.
                   You ain't the one that got bit.

     Jones starts to leave when he suddenly notices something on
     Cobb's bunk.  He picks it up and we see a photo of Cobb's
     family.

                                JONES
                   Don't tell me you're getting
                   soft on us, Cobbie?  You're
                   the fellow who always said--

     Cobb snatches the photo back from Jones and glares at him
     with the same old, hard "Cobb look."

                                COBB
                   Nothing's changed, goddamnit!

     Jones leaves, and Cobb waits till he is gone then looks back
     at his photo.  His look changes, softening.  Absently he
     scratches his bandage.

     SWAMP

     Willie enters and checks her running time on her watch.  She
     bends over to catch her breath then straightens suddenly.

     OVERHEAD SHOT

     WE are watching her from above.  For a moment she is quiet
     as if listening for a noise somewhere in the Swamp.  She
     looks around slowly and her eyes come to rest on the
     Workbench.

     MESS - SAME

     DeJesus looking for food.  In the gloom of fluorescent
     lighting he opens and closes various cabinets looking for a
     snack.

     He notices that the floor's wet near the sink.  He frowns
     and hears a SMALL NOISE, like something shifting slightly.
     He moves to investigate, crouching low, peeking into the
     shadows under the sink, into a litter of cleanser bottles,
     pails, rags...All he can see are shadows.  He looks more
     closely, actually sticking his head under the sink when

     SUDDENLY SOMETHING TOUCHES HIS SHOULDER FROM BEHIND!  DEJESUS
     JUMPS, BUMPING HIS HEAD ON THE SINK AS HE WHIRLS TO SEE.

     JONES, looming over his shoulder, looking down at him.

                                JONES
                   Man, everybody is jumpy...
                   What are you doing?

     Not fully recovered from the start, DeJesus rubs his bruised
     head.

                                DEJESUS
                   Getting some food.

                                JONES
                   Under there?

     DeJesus gets to his feet, points at the water under the
     sink.

                                DEJESUS
                   Look.  Water.

                                JONES
                   Probably the plumbing.  You
                   gonna make me finish that puzzle
                   by myself, or what?

     DeJesus continues to scrutinize the water then looks back at
     Jones.

                                DEJESUS
                   No, I'll be right there.

     He looks down at his sandwich as Jones starts out of the
     galley.  Something is missing.

                                DEJESUS
                                (to himself)
                   Mustard.  Need mustard...

     He opens the refrigerator and finds the mustard jar empty.

                                DEJESUS
                                (muttering to himself)
                   Sixpack...

     He throws the jar in the trash then opens the cabinet next
     to the refrigerator for a new jar, and reaches inside.

     SUDDENLY, LIKE A SNAKE, A TWO FOOT CHUNK OF MUSCLE ATTACHES
     TO DEJESUS'S WRIST!  WITH HIS FREE HAND DEJESUS TRIES TO RIP
     THE TWISTING, WRITHING THING OFF.  PULLING AT IT HE REVEALS
     PART OF SIXPACK'S FACE--ONE EYE AND PART OF HIS
     MOUTH--UNDERNEATH THE SURFACE.

     DeJesus falls against the side cabinets screaming and
     causing an avalanche of pots and pans.

                                DEJESUS
                                (in pain)
                   Ahhh!

     INSIDE THE MESS

     Jones is now putting a piece of the puzzle into place when
     he hears THE CLATTER OF POTS AND PANS.

                                JONES
                   Hey, Hazy...what're you doing
                   now...cooking?

     There is no answer and Jones looks up.

                                JONES(cont'd)
                                (concerned)
                   Hazy?...

     He goes to the door and looks in.  His eyes widen at the
     sight of DeJesus staggering toward him with the squeezing
     hunk of muscle.

                                JONES(cont'd)
                   Holy shit!

                                DEJESUS
                   Help me, Jonesy.  Oh, God,
                   help me!  It's getting inside
                   me, I can feel it!

     He keeps coming at Jones who backs away slowly from his
     friend.

                                JONES
                   Hazy, please...I'm going to
                   get you some help, man...just
                   don't touch me...

     Jones finds himself backing away until he is by the door to
     the Galley.  He closes it, rushing through into the Mess to
     the Ring corridor where he runs into Cobb.

                                COBB
                   What's going on?

                                JONES
                   It's Hazy...It's got him!
                   Stay here and don't let him
                   out.  I'm going to get the Doc.

     Jones runs out and leaves Cobb by the door.  Cobb watches
     him go.  As the noise in the Mess intensifies, we hear
     banging on the door, then DeJesus' anguished cries.

                                DEJESUS
                   Help me!  Help me!

     Cobb backs slowly down the corridor toward the dorm.

     UPPER RING CORRIDOR - SAME

     Jones meets Beck and Doc leaving the control room.

                                JONES
                   It's got Hazy!

                                BECK
                   What has?

                                JONES
                   One of those chunks of
                   Sixpack!  Like a big leech,
                   with those teeth!...

                                DOC
                   We've got to get him to the
                   infirmary.

                                JONES
                   What are you going to do to
                   him?

                                DOC
                   I'm going to try to remove it.

                                JONES
                   I've got Cobbie downstairs
                   watching the door.

     INT. LOWER RING CORRIDOR - SAME

     Deserted.  There is no sign of Cobb and the door to the mess
     stands open.  The mess is empty.  Beck is the first one down
     the ladder followed by Jones.

                                JONES
                   Cobb?  Hazy?  Oh, shit...He's
                   gone...

     Cobb returns with a mining tool.

                                JONES
                   You let him get away!

                                COBB
                   I ain't doing nothing for that
                   thing without something to
                   defend myself.

                                JONES
                   That thing happens to be
                   my friend.

                                BECK
                   Shut up, both of you!  We've
                   got to find it.

     Beck suddenly looks around noticing something.

                                BECK(cont'd)
                   Where's Willie?

                                COBB
                   Oh, God, she's out there...

                                BECK
                   Jones...come with me.  Cobb,
                   you and Doc check the rooms.

     INT. THE LOWER "B" CORRIDOR - SAME

     Jones and Beck move down the spooky corridor toward the
     Swamp.  Overhead, water moves through the desalinization
     conduit.  Jones eyes it warily.

     SWAMP

     They enter the quiet Swamp.  The suits hang silently like
     sleeping monsters.  Beck steps into the equipment room.

     Jones walks along the suits which hang in front of him.
     Their empty masks stare at him hauntingly.  He reaches the
     end and stands in front of the ladder where we earlier saw
     Willie doing chin-ups.  He looks down and sees her headband
     floating in the bilgewater.

                                JONES
                   Willie...

     Suddenly Willie lowers herself from the bar behind him.

                                WILLIE
                   Yeah?

     The sudden sight of her nearly gives Jones heart failure, he
     stumbles backwards into the ankle deep water and Willie
     drops from the bar laughing.

                                WILLIE
                                (grinning)
                   What on earth's the matter
                   with you?

                                JONES
                   I ought to smack your face!

     Willie picks up the strain in Jones' voice, her smile fades.

                                WILLIE
                   What's wrong?

                                JONES
                   DeJesus...It's got him.

     THE EQUIPMENT ROOM - SAME

     Jones, Willie and Beck move quickly.  Beck pulls a portable
     laser drill which fits into the arm of the mechanical suits
     and attaches a portable power unit to the back.  Turning it
     on it becomes a sinister close-range weapon.

     Willie opens an equipment cabinet and reveals deflated
     container transporters.  Beck notices and then looks up at
     Jones who opens a locked cabinet and takes out the bicycle
     pump/earthquake device we saw Willie use earlier.

                                BECK
                   I thought they were your friends?

                                JONES
                   Were, Doss were.

     Beck reaches out and takes the powerful weapon away from
     him.

                                BECK
                   You fire that in here and
                   you'll bring the whole place
                   down.

     Jones thinks about it for a moment, then reaches for one of
     the Acetylene tanks.  He lights the end of it and a long
     blue tongue of flame whips out the door into the Swamp.
     Jones grins.

     INFIRMARY - SAME

     Doc and Cobb move into the Infirmary.  Doc goes into his
     office.  He takes three scalpels out of an equipment drawer
     and then looks up, through the levolor blinds into the
     infirmary.  What he sees upsets him.

     INT. SWAMP - SAME

     Jones working the intercom.

                                JONES
                                (to intercom)
                   Jones to Doc.  Doc?...Cobb?

     He looks back to Beck, concerned.

                                JONES(cont'd)
                                (to Beck)
                   Think it got 'em?

                                BECK
                   No, it's not going through.
                   The intercom's busted.  I thought
                   DeJesus fixed that?

                                JONES
                                (beat, realizing)
                   He did.

     INFIRMARY - SAME

     Doc leaves his office and slowly goes into the Infirmary to
     the storage counter across the room--where the blood is
     stored.  WE SEE what disturbed him...the door to the
     refrigeration unit is ajar.  Doc opens the door to the
     cabinet.  The plastic bags are now empty.  Each one has been
     drained.

     LOWER RING CORRIDOR - SAME

     Cobb moves out of the Infirmary, carefully down the eerie
     corridor, his mining tool in front of him for security.
     There is a sinister feel to the place.  Each step only
     reveals a little bit of space ahead of him.  Suddenly he
     stops.  In front of him across the hall a cabinet which
     says:  ONBOARD COMMUNICATIONS, is torn open.  It is where
     DeJesus fixed the intercom the day before.

     CLOSE ON THE CABINET

     The door is shattered.  Carefully, Cobb opens the door and
     WE SEE the guts of the wiring have been torn out--the entire
     system has been disabled.

     Cobb carefully examines the damage WHEN SUDDENLY A SCALY
     HAND-LIKE APPENDAGE slams into the cabinet door trapping
     COBB and sending his weapon to the floor.  Cobb turns
     directly into

     THE LEECH-LIKE MOUTH!  It's sharp teeth shine in the light,
     poised to strike.

     Cobb's eyes closed, screams like a maniac, waiting for the
     tentacle to attack.  Then suddenly an UNGODLY SCREAM echoes
     in the corridor.

     COBB opens his eyes to see the tentacle gone.  Doc is
     holding the smoking mining drill, his eyes glazed, as if he
     has seen the devil itself.

                                COBB
                   What happened?

                                DOC
                                (absently)
                   It...almost got you.

                                COBB
                   What was it?

     Doc shakes his head dumbly.  He is in total shock.

     THE MESS

     The remaining group is assembled around the table.  Jones
     watches the door with one of the homemade flamethrowers.  He
     listens.

                                COBS
                                (excitedly)
                   I saw it!  It's big!

                                BECK
                   Big?

                                JONES
                   Bigger than DeJesus?  How?

                                DOC
                   It's had a meal.

     He holds out the empty blood bags.  A change has come over
     Doc since Bowman's death.  The experience has slightly
     deadened him.

                                WILLIE
                   It needs blood?

                                JONES
                   Fucking great...You telling
                   me we got a fucking dracula
                   in here with us?

                                DOC
                   It would explain the suction-
                   like appendages.

                                JONES
                   Like a leech.

                                BECK
                   That's why there's a dead one
                   on the ship.  It ran out of blood.

                                JONES
                   What dead one on the ship?

     He looks from Doc to Beck.

                                JONES(cont'd)
                                (sharply)
                   Someone want to let the rank
                   and file in on your little
                   secret?

     Doc looks at Beck, then Jones.

                                DOC
                   The monster appears to be
                   a genetic aberration...

                                JONES
                   No fuckin' lie...

                                DOC
                   ...It has many traits of deep
                   sea marine life...regeneration,
                   scales, gills, even a period
                   of dormancy...
                                (more to Beck)
                   but the fact that it remembered
                   where the plasma was stored, or
                   where the communication wiring was,
                   may imply that it has some other
                   quality...

                                COBB
                                (panicky)
                   What?...What?

     Beck locks eyes with Doc.

                                BECK
                                (to Doc)
                   That it acquires intelligence
                   from its victims?

                                DOC
                   Intelligence may not be the right
                   word...

                                JONES
                   Fuck semantics, Doc!
                   You saying its like part
                   DeJesus, part Sixpack, part
                   Bowman?!

                                DOC
                                (tiredly)
                   I don't know.  I'm guessing.

                                COBB
                                (losing it)
                   I say we should go get in the
                   escape bubbles and get the hell
                   out of here!

                                JONES
                   And hit the surface in the
                   middle of a typhoon?...No, thank you.
                   I'll take my chance down here.

     Willie looks at Beck.

                                WILLIE
                   What can we do?

                                BECK
                   Our only chance is to lure
                   it to the Swamp and flush it
                   like we did the other.

                                COBB
                   And how're we going to do that?

     Beck checks his flamethrower and looks at Jones.

                                                     TIME CUT TO

     THE MESS - LATER

     ON BECK  He flexes his arm as a needle is taken from it.  WE
     SEE a half-pint of blood in a bag, held by Doc.  He secures
     it and hands it back to Beck.

                                DOC
                   Be careful with it.

                                BECK
                   Don't worry, I don't want to
                   give up any more.

     He looks over at Jones who watches the door.  Jones looks
     back and nods.  The coast is clear.

     LOWER RING CORRIDOR - SAME

     The door to the Mess opens and Beck slips into the shadows
     of the hall.  A second later Jones follows.  In the dim
     light they begin moving toward the Lower "B" corridor to the
     Swamp.

     MESS - SAME

     Cobb, Doc and Willie alone in the Mess.  Cobb scratches his
     bandage.  Doc notices.

                                DOC
                   Still bothering you?

                                COBB
                   Itches like hell.

                                DOC
                   Take it off and let me have
                   a look.

     Cobb pulls back the bandage and looks at the gash.

     INSERT COBB'S WOUND  Pink and healing.

                                DOC
                   Looks good to me.  I'll re-bandage
                   it, though.

     He looks at Willie.

                                DOC(cont'd)
                   Willie, would you clean it
                   for me.  I'm going to the
                   infirmary for supplies.

     He turns and Willie stops him with a firm grip.

                                WILLIE
                   You can't go out there alone.

                                DOC
                   I'm the Doctor.  I have to
                   do what's best for this crew.
                                (he pulls away)
                   I need my bag.

     THE LOWER RING CORRIDOR - SAME

     The door opens and carefully Doc steps out into the
     corridor.  He looks toward the Infirmary then starts up the
     ladder to the Upper Level instead.

     CLOSE ON DROPS OF BLOOD INTO A SMALL POOL

     a grisly sight.

     WE PULL BACK TO REVEAL the drops coming from the plasma bag
     of Beck's blood.  Beck stops the drip and moves on into the
     darkness of the corridor.

     CONTROL ROOM

     Doc moves behind the computer keyboard in the dim light of
     the Control room.  His face lit by the computer monitor.  He
     types furiously.

     COMPUTER SCREEN

     "Emergency Escape Bubbles...ready for activation..."

     DOC pauses looking at the message, then moves his hand to
     the SEND command and presses it.

     THE MESS - LATER

     Willie prepares a clean bandage as Doc examines the cut.  He
     smiles at Cobb like a friendly country doctor.  The tired look
     now gone from his eyes.  He seems revitalized.

                                DOC
                   There, good as new.  Just
                   keep your paws off of it.
                                (to Willie)
                   Do you have the new bandage ready?

     She nods.  Doc turns back to the sink and Cobb holds out his
     arm to let Willie put the new bandage on.  As Cobb's arm
     comes up we suddenly notice a slight movement under his
     shirt.  Willie stops just before applying the bandage.  The
     movement intensifies--like snakes moving wildly beneath the
     cloth.  Cobb whitens...breaks out in a sweat.  Willie backs
     off.

                                WILLIE
                   Doc?...Doc!

     She steps back and Doc moves into her place as suddenly a
     leech-mouthed tentacle erupts from Cobb's waist.  It's razor
     sharp proboscis punctures Doc's chest right at the heart and
     the leach mouth with it's hundreds of teeth attaches with
     vacuum-like suction.

                                DOC
                   No!

     But it is too late.  Willie falls back screaming as Cobb's
     gash RRRRRRRIPS OPEN!  THE FLESH OPENING GROTESQUELY FROM
     THE INSIDE AND INVERTS SCALY--SPREADING OVER COBB'S BODY
     LIKE A BUSHFIRE!

     CORRIDOR "B"

     CLOSE ON THE POOL OF BLOOD

     A huge shadow falls over the pool left by Beck.  A scaly
     tentacle suddenly whips across the floor.  The DEJESUS
     CREATURE!  WE SEE THE FLASH OF ITS APPENDAGES.  IT'S HEAD.
     AN EYE OPENS AND LOOKS UP.

     WHAT IT SEES  The outline of Beck lying "hurt" fifty feet
     away.

     It starts down the corridor toward it's prey--Beck.

     ON BECK

     A little behind him with the homemade flamethrower, Jones
     waits in the shadows.  Suddenly Beck hears something.

                                BECK
                                (whispers)
                   I hear something. Don't fire
                   until we're both in the Swamp.

     Jones moves a little farther back.

                                BECK(cont'd)
                   Don't let him see you.

                                JONES
                   Don't worry...

     As the Creature approaches WE SEE Beck stand up like a
     wounded animal.  He begins dragging his "injured" leg behind
     him as he retreats toward the Swamp.  THE FOOTSTEPS MOVE
     FASTER.  IT'S CLOSING!

     INT. RING CORRIDOR - SAME

     ON WILLIE  She bursts out the door to the MESS and heads
     toward Corridor "B."

     DOOR TO THE SWAMP

     Beck moves through the door to the Swamp and positions
     himself by the door.  He looks back and WE SEE Jones for the
     first time, flamethrower poised, ready to fire.

                                JONES
                   C'mon baby c'mon...

     ON THE SHADOW OF THE CREATURE

     It moves steadily toward the door, moving right to the
     doorway.  Carefully it moves a dark, horrible hand-like
     appendage inside the doorframe.

     ON BECK AND JONES

     poised to kill when suddenly both men hear the same thing.

                                WILLIE'S VOICE(O.S.)
                   Beck?  Jones!?

     ON WILLIE

     She turns the corner and freezes.  There, less than ten feet
     away is the Creature.  A tentacle whips excitedly like a
     tail!

                                WILLIE
                   Oh God...

     AS THE CREATURE starts to turn for Willie, Beck suddenly
     closes the vault-like door to the swamp on Creature's hand,
     trapping it vise-like in the door.

                                BECK
                   Run Willie!  Run!

     The Creature throws back its head and SCREAMS in pain as the
     heavy door severs its appendage.

     ON BECK AND JONES

     As the writhing hand-like appendage squirms in front of them
     Jones blasts it with his flamethrower until the hand curls
     like a piece of bacon and it ceases to move.

                                JONES
                   Well done.  Just like
                   momma makes 'em.

     Beck opens the door--the corridor is empty.  Willie and the
     creature are gone.

     ON WILLIE RUNNING

     She heads back toward the Ring corridor around the inner
     path toward Corridor "A".  In a full run now, every panel
     and instrument looks even more sinister--where is Cobb/Doc
     CREATURE?---

     ON THE DEJESUS CREATURE'S SEVERED APPENDAGE

     As the Creature moves after Willie we see its bloody stump
     suddenly sprout a new appendage!  Like a starfish it grows
     another leech like tentacle to replace the one it lost.

     ON WILLIE

     She turns down Corridor "A".  A NOISE overhead in the water
     conduit causes her to look up WHEN SUDDENLY A BLACK ARM
     REACHES OUT FROM THE SHADOWS, AND PULLS HER INTO THE DARK
     DOORWAY TO THE MACHINE FLOOR----IT IS JONES!  He pulls her
     between him and Beck in the shadows.

                                BECK
                                (whispered)
                   Where's Cobb and Doc?

                                WILLIE
                                (recovering)
                   Cobb's cut...It was in him!
                   It got Doc...

                                JONES
                   Oh man, that's just great...

                                BECK
                   C'mon.

     CONTROL ROOM

     Beck is followed inside by Jones and Willie.  It is empty.

                                BECK
                   Lock the door.

     Jones rolls the large vault-like door closed and locks them.
     Beck goes to the console and checks the instruments.
     Suddenly he sees something that causes him to freeze in his
     tracks.  A red light blinks ominously on the console.

                                BECK
                   Shit!  He sent them all.

                                WILLIE
                   The escape bubbles?

     She and Jones stop in front of Doc's console.

                                JONES
                                (gravely)
                   Look at this.

     Beck looks at Doc's computer screen.

     ON SCREEN WE SEE DOC'S MESSAGE:  "...hope that our sacrifice
     will mean that the human race will never know this awful
     mutation..."

                                WILLIE
                   What is it?

                                JONES
                   The good doctor signed our
                   death warrant.

     SUDDENLY THERE IS A TREMENDOUS BANGING ON THE DOOR!  LIKE A
     HUNDRED SLEDGEHAMMERS POUNDING THE HEAVY STEEL DOOR TRYING
     TO BREAK IT DOWN.  Jones readies his weapon but just as
     suddenly, the BANGING STOPS.  Beck, Willie and Jones all
     nervously exchange looks.

                                WILLIE
                   Well, at least we're safe inside
                   here.

                                JONES
                   For how long?

     Beck slides behind the Console and quickly types in a
     message.  WE SEE IT ON THE SCREEN.  "SHACK SIX REPORTING.
     PLEASE DISREGARD PREVIOUS MESSAGE---"

     SUDDENLY MARTIN'S FACE APPEARS ON THE VIDEO SCREEN.

                                MARTIN
                   Thank goodness, you're still
                   alive!

                                JONES
                                (yells nervously
                                at the screen)
                   Hey, man, you better get
                   your ass out here right now
                   and get us.  You hear me,
                   motherfucker?  Right now!

     Martin smiles calmly back at the three of them.

                                MARTIN
                   Please relax, Mr. Jones.  Every-
                   thing is under control.  Naturally,
                   when we received Dr. Warren's
                   message we were concerned but
                   would never have deserted you.

     Jones lets out a breath.  Willie stares straight at the
     screen.

                                WILLIE
                   When are you coming for us?

                                MARTIN
                                (smiles nervously)
                   Well, that's the bad news.
                   The typhoon did turn your way.
                                (he looks at weather
                                printout)
                   Right now it is on a course--

                                JONES
                   Just answer the question, man!
                   When are you coming?!

                                MARTIN
                                (beat)
                   Hopefully in the next 48 hours.

                                BECK
                   Forty-eight hours!

                                MARTIN
                   I realize you must have gone
                   through hell--

                                JONES
                   Gone?  Man, we're still here!

                                MARTIN
                                (firmly)
                   I can't change the weather.
                   Try to get some rest.  I'll
                   keep you posted.

     He turns off his screen and the picture in front of Beck,
     Jones and Willie goes blank.

                                BECK
                   He's right.  Why don't you get some
                   rest.  I'll stand the first watch.

                                             TIME CUT TO

     CONTROL ROOM - LATER

     Jones sits near the vent sound asleep, his weapon across
     his stomach.  Near him Willie lies still, eyes open.  She
     watches Beck across the room, standing at the window.

     He stares outside into the darkness for a moment, then
     as if a thought suddenly occurs to him he looks at the
     blank computer screen.

     CLOSE ON COMPUTER SCREEN

     "Request weather summaries January 14-21."  The cursor
     blinks back ominously then races across the screen.  "FILE
     CLOSED."

                                BECK
                                (to himself)
                   Martin, you asshole...

     Suddenly he hears a voice behind him.

                                WILLIE
                   They know, don't they?

                                BECK
                                (quietly)
                   Yeah...I think they're just
                   deciding what to do with us.

                                WILLIE
                   Maybe they already have.

     She moves into Doc's seat in front of the console and calls
     up the stock market program that Bowman was monitoring
     earlier.

     ON SCREEN  WE SEE:  Stock prices.

     Willie types in a series of commands.

                                BECK
                   What are you doing?

                                WILLIE
                   Seeing how my stock's doing...

     ON SCREEN:  The words TransOcean Corp.  The capsulized report
     comes up on screen:  "TransOcean Corp. took a bath on world
     markets today when news of a tragic mining accident was
     revealed to investors.  The Board of Directors...."

                                WILLIE
                                (impatiently)
                   Where?....

     She scrolls forward in the report and suddenly freezes the
     words.

     THE SCREEN:  "...accident took place in Shack Six, Southeast
     Sector of Pacific Zone 10...Seven dead.  All bodies
     missing."  Their names follow.

     ON WILLIE  as her name comes up she shivers.

                                BECK
                   I can't believe they'd
                   just leave us.

     A voice behind them causes them to turn.

                                JONES
                   Welcome to the union, boss.
                   We're all expendable.

     He is now awake.  He sits up against the air vent.  Suddenly,
     Beck listens, the room is deathly silent.  He looks over to
     the air vent.  Jones is listening also.

                                WILLIE
                   What is it?

                                JONES
                   The air's stopped.

     WHOOP!  WHOOP!  Suddenly a KLAXON HORN sounds hysterically.
     A blue light on the console blinks on and off.  It says
     "AIR."  Beck turns to the instruments.

                                BECK
                   We're on backup air.

                                WILLIE
                   How much time does that give
                   us?

                                BECK
                   Less than an hour.  It's ruptured
                   an air duct.

                                WILLIE
                   Can't we fix it?

                                JONES
                   There're twenty miles of
                   pipe in the bilge, they
                   could have tapped-in anywhere.

     SUDDENLY WE HEAR A SOUND WE HAVEN'T HEARD IN A LONG TIME.
     The RATTLE THAT JONES AND COBB FIXED.  Jones and Beck home
     in on the tell-tale noise.

                                JONES
                                (almost to himself)
                   Cobb...Job security...

     He locks eyes with Beck.

                                BECK
                   They're drawing us out.

     He leaves his seat and Jones checks his weapon as Willie
     watches.

                                WILLIE
                   You can't go out there, that's
                   what they want.

     Beck checks his make-shift flamethrower.

                                BECK
                   We don't have much choice...
                   without air, the internal
                   pressure will fall and--

                                JONES
                   Crunch...Implosion.

     Willie watches them a moment then picks up one of the mining
     tools, the laser-drill, she powers-it up to check it.  Her
     action stops both men and she catches their looks.

                                WILLIE
                   You don't think I'm sitting
                   in here, do you?

     INT. CORRIDOR "A" - SAME

     Carefully the three move into the Lower Ring Corridor.  As
     they move we suddenly hear a new sound, DEEP, LIKE DISTANT
     THUNDER.  The sides of the shack tremble slightly.

                                WILLIE
                                (low)
                   The shack...

                                JONES
                   She's wondering what's
                   happening.  We're losing
                   air faster than I thought.

                                BECK
                                (to Jones)
                   Which way?

     Jones moves to the lead and turns down Corridor "A."

     INT. CORRIDOR "A"

     The SOUND of the power-wrench removing the bolts from the
     flooring.  The cover is removed and Beck and Jones peer down
     into the darkness.  Willie stands guard with the flame-
     thrower.

     ON JONES  He peers into the darkness below.  He wasn't a big
     fan of the bilge even before the Creature, now he's scared
     shitless.

                                BECK
                   I'll go first.

     Before Jones can protest Beck drops the ladder and climbs
     down into the dark bilge.  Jones waits till he's at the
     bottom, then starts down behind him.  Willie looks back.

                                WILLIE
                   Don't spend all day down
                   there.

                                JONES
                   Don't fuckin' worry, I
                   ain't.

     BILGE

     From somewhere in the darkness we hear the HISSING SOUND OF
     ESCAPING OXYGEN and the FAMILIAR RATTLE OF THE AIR SYSTEM.
     As soon as Jones reaches the bottom rung Beck shines a light
     into the eerie underground area.

     Pipes run overhead and on the walls.  A broken electrical
     conduit sparks over their heads.  The floor is ankle deep in
     greasy water.  They start toward the noise.

     ON WILLIE

     Her back is to the solid wall(outside wall).  Her eyes move
     from one end of the corridor to the other, not lingering
     long enough to distract her.  Sweat runs down her face and
     we hear another tremor in the Shack.

                                WILLIE
                                (to herself,
                                calming herself)
                   Okay, Williams...let's hear a
                   tune.
                                (beat, quietly
                                at first)
                   "Off we go...into the wild
                   blue yonder..."

     ANOTHER RUMBLE FROM THE SHACK causes her to pause.  She
     catches her breath and starts again.

                                WILLIE(cont'd)
                   "...flying high into the sky..."

     She suddenly looks into the Main machine area (behind the
     wire mesh of the other wall).  Was it something moving?

     BILGE

     ON BECK  He moves around a corner we recognize from before
     with Jones' and Cobb's repair.  Beck floods the area with
     light and the break in the line is visible.  The pipe has
     been torn from the wall, it is totally unreparable.  What's
     worse, electrical wires hang down, showering sparks into the
     water.

                                JONES
                   Jesus Christ...

                                BECK
                   Can you fix it?

                                JONES
                   No way...

                                BECK
                   Think!  Can we stop it?!
                   Block it up?!  Shut down
                   the line somewhere?!  Think!

                                JONES
                   I am thinking, man!  You
                   think I want to die!  I am
                   thinking!  I--

     Suddenly his eyes widen.  Beck sees this and turns.  In his
     light WE SEE THE GLINT OF LONG TEETH AND THE HUGE BLACK
     FRAME OF THE COBB/DOC CREATURE!  It's leech-like appendage
     whipping in front of it like an excited cat's tail.  Before
     it can strike, Jones pushes Beck out of the way and fires a
     blast of flame from his flamethrower.  The CREATURE SCREAMS
     and disappears.

     As Beck falls his light lands in the bilge water and goes
     out sending the bilge into greater darkness.

                                JONES
                   I hit it.  But I can't see
                   it!  Can you see it?!

                                BECK
                                (standing)
                   No.

     Jones looks back at the ruptured pipe and suddenly has a
     thought.

                                JONES
                   The Swamp.  There's an over-
                   ride switch in the Swamp.

     They start for the ladder when WWWWHHHHHHHHIP! out of the
     darkness the appendage wraps like a bullwhip around Jones'
     arm.  The deadly proboscis, which stabbed Cobb, is poised
     like a dagger about to be plunged into the black man's
     thigh.

                                JONES
                                (screams)
                   Ahhh!

     Instinctively Beck whips out the mining saw and severs the
     tentacle.  The unseen Creature's SCREAM echoes through the
     Bilge.  Beck grabs Jones by the arm and pulls him toward the
     ladder.

                                BECK
                   Hurry...Get out!

     Quickly they slosh toward the ladder and hole in the floor
     fifteen feet away, moving closer...ten...eight....then
     suddenly ANOTHER APPENDAGE thrusts between the rungs of the
     ladder at them.  Beck ducks and leaps to the side.  He is
     less than six feet from the Creature.  In the dim light WE
     SEE it wickedly bare its teeth.

     Beck's eyes go to the walls from one side to the other and
     spot the exposed power cable.  The Creature steps forward
     directly under the hole in the floor.  It is about to lunge
     when a voice from above distracts it.

                                WILLIE'S VOICE(O.C.)
                   Hey, you?

     The Creature looks up and sees:

     ON WILLIE STANDING OVER THE OPENING, HER FLAMETHROWER
     POINTED STRAIGHT DOWN.  SHE FIRES, SENDING A SEARING BLUE
     FLAME INTO THE BILGE.

     BECK watches the flame roar down on the monster and it gives
     him the moment of distraction he needs.  He leaps out of the
     bilge water and onto a pipe on the wall then rips the broken
     power cable from the wall.

                                BECK
                   Jones!  Get your feet out
                   of the water!

     Jones jumps up and grabs a pipe running overhead as Beck
     thrusts the sparking cable into the water at the Creature's
     feet.

     IN A BLINDING FLASH OF ELECTRICITY

     The current surges through the Cobb/Doc Creature sending it
     instantly rigid.  A second later it crashes forward into the
     water.

     Moving hand over hand toward the ladder Jones quickly climbs
     out, followed by Beck.

     THE SHACK CONTINUES TO SHAKE, EACH JOLT STRONGER THAN THE
     LAST.  As they emerge Willie helps them.

                                BECK
                   C'mon, the Swamp!

     They start for the Swamp down Corridor "A" when an enormous
     shudder goes through the Shack, causing the lights to blink
     and the floor to open beneath Beck.  The jolt knocks him
     back into the bilge.  Only grabbing onto the pipes just
     above the water stops him from falling back in.

     JONES stops and looks back over the missing grating.

                                JONES
                   Beck!

     Jones moves instinctively back for him, but another jolt
     only widens the gap.  Beck yells to be heard over the din of
     the collapsing Shack.

                                BECK
                   Go on!

                                JONES
                   No!

                                BECK
                   That's an order!

                                JONES
                   Fuck your orders!

     He leaps across the gap onto a remaining grating and thrusts
     his hand down into the darkness.  Beck lets go of one hand,
     then the other, to grab Jones' extended arm.  In one
     Herculean effort Jones pulls him out of the bilge.  Together
     they leap across the chasm as the Desalinization Conduit
     collapses over their heads and water floods into Corridor "A"
     behind them.  They have to go around the other way!

     AS THEY RUN

     KLAXON HORNS SOUND and a RECORDED FEMALE VOICE warns:  "Five
     minutes until implosion..."

     FLASH CUTS OF:

     THE LIGHTS FLICKER AND FAIL, CAUSING THE EMERGENCY LIGHTING
     TO GO ON, AND CASTING AN EERIE STROBE EFFECT ON THE ESCAPING
     THREE CREW MEMBERS

     FALLING CEILING BEAMS CRASH DOWN IN FRONT AND BEHIND...

     SEAMS BEND UNDER THE STRAIN, RIVETS POP...

     STRAINING MACHINES SEND SCALDING GEYSERS OF STEAM INTO THE
     CORRIDORS...AND SUDDENLY THE FLOOR GIVES WAY BENEATH WILLIE!
     She leaps up and grabs an overhanging pipe and swings to the
     firm ground.

     JONES LEADS THE WAY TOWARD THE SWAMP, WITH WILLIE BEHIND
     HIM, AND BECK COVERING THE REAR.

     THEY reach the end of the corridor and Willie and Jones turn
     into the Swamp Annex.  Willie hits the door opener.  RRRRRR
     IT DOESN'T BUDGE.  The pressure has bent the door frame.

     BECK ARRIVES

                                WILLIE
                   It's jammed!

     Immediately Beck backtracks to the corridor and pulls a hand
     held spreader--like a "Jaws of Life"--from the wall.  He
     turns back to the Swamp when a BLACK SCALY ARM SUDDENLY
     BURSTS THROUGH THE WIRE MESH OF THE MACHINE FLOOR AND PULLS
     BECK AGAINST THE WIRE!  IT IS THE DEJESUS CREATURE.

     His head held in place by the powerful arm, Beck looks
     almost directly into the dark eyes of the Creature.  Its
     gill-like slits flare.  Its mouth opens and we see a flash
     of its razor sharp teeth.

     Before Beck can move the leech-like appendage ruptures the
     steel mesh and its razor-sharp proboscis plunges like a
     knife for Beck's face.  At the last instant Beck move his
     head and the proboscis slams into the steel mesh.  The mesh
     loosens the creature's grip and Beck manages to reach a
     mining drill from the tools on the wall.  As the appendage
     starts to strike again Beck buries the whining tool into the
     Creature's tentacle and breaks free.

     Scooping up the spreader Beck rushes to the Swamp door where
     Jones and Willie are trying vainly to hand crank the door
     open.

                                JONES
                   Where the hell've you been?

                                BECK
                   I got hung up!  Try this!

     Willie stands back and Beck thrusts the Spreader into the
     tiny crack in the door the hand crank had made.  With Jones'
     help the two men force open the door and all three rush
     inside the SWAMP.  Beck closes the door behind them.

     THE RECORDED FEMALE VOICE INTONES:  "Five minutes to
     implosion."  And we feel it happening:

     THE BILGE WATER ON THE FLOOR OF THE SWAMP RIPPLES WITH THE
     VIBRATIONS

     THE WALLS SHAKE

     THE HUGE METAL SUITS ROCK LIKE CLOTHES ON A CLOTHES LINE.
     ONE FALLS AND CRASHES INTO THE WATER

     JONES throws open the control panel and grabs the red
     handled emergency air switch, but he can only move it half
     way!  It is jammed by the pressure.

                                JONES
                   It won't go!

     Willie grabs it with him, but even together it is not
     enough.  THE HANDLE BREAKS OFF IN THEIR HANDS!

     STEAM JETS WHIP DOWN ON THEM FROM ABOVE!

     THE WATER AT THEIR FEET NOW BOILS FROM VIBRATION!

     THE FEMALE VOICE INTONES:  "Four minutes..."

     BECK TURNS AND SEES THE SUITS IN THE LOCK

     He grabs Willie and pushes her toward the Lock where her
     suit hangs.

                                BECK
                   The suits!  Get in them!

     Willie moves quickly but Jones doesn't.

                                JONES
                   The suits!  Are you crazy!
                   How're we going to get to
                   the surface?

     Beck yanks open the equipment locker revealing TANKS OF
     COMPRESSED AIR AND DEFLATED CONTAINER TRANSPORTERS.

                                BECK
                   Like this.

     He looks up at Jones who grins with renewed hope and they
     begin pulling the equipment out.

                                BECK(cont'd)
                   Get them in the Lock!

     Jones and Beck drag the tanks and the parachute-like
     Container transporters to the lock.

     ON WILLIE  She climbs into her suit and activates her
     generator.  Instantly her Vital Signs spring to life around
     the perimeter of her helmet.

     THE FEMALE VOICE TREMBLES FROM THE VIBRATIONS..."Three
     minutes...to...implosion..."

     Beck and Jones throw the last of the supplies onto the
     elevator and Beck holds out the SEISMIC TOOL Jones tried to
     arm himself with earlier.  He takes the tool from Beck and
     sticks it in the vest of his wet suit.

     Then suddenly he sees that there are only two suits in the
     Lock.  Beck will have to wait on his to move along the track
     to the Lock.

                                JONES
                   Your suit, Becky!

                                BECK
                   Just get in yours!

     Jones climbs onto the Lock platform and slides into his
     suit.

     Beck hits the Suit track button and his suit begins moving
     along the track toward the Lock.  A suit turns the corner
     from the storage room followed by one labeled BECK.

     Beck looks at the walls, they're shaking harder.  He moves
     along the suit rack when suddenly THE CREATURE BURSTS FROM
     BEHIND THE SUITS SHATTERING THEM LIKE AN EXPLOSION!  A HUGE
     TENTACLE HURLS TOWARD BECK LIKE A SPEAR.

     BECK ducks just in time, grabbing a fire ax and chopping off
     the appendage.  Another tentacle jabs for Beck.

                                WILLIE
                                (screams)
                   Look out!

     But it is too late.  It knocks the ax from Beck's hand and
     sends him to the floor.  Beck looks up at the Lock in time to
     see Jones seal himself into his suit.

                                JONES/RADIO
                   I'm in.

                                BECK
                                (to the others)
                   Go!

                                WILLIE/RADIO
                   No!

     THE CREATURE APPROACHES BECK

     Beck looks at the others one last time.

                                BECK
                   Go, now!  That's an order!

     Jones hits the elevator button and the Lock closes as the
     elevator sends them down without Beck.

     BECK stands and arms himself with a mining drill, which he
     swings at the Creature driving it back.  As Beck gets the
     upper hand, the Creature turns its hideous face and Beck
     freezes.  There attached to the back of the Creature's head
     is the grotesque face of DeJesus!

     DeJesus' eyes suddenly blink.  He's still alive!  His lips
     tremble in agony.

                                DEJESUS
                   Kill me...Kill me!

     Beck, momentarily stopped by the face, lunges forward with
     the drill and embeds it in the side of the Creature.

     As the Creature falls back hurt, Beck looks up at the lock
     elevator as it returns--IT IS EMPTY--The others have made it
     out!  His suit continues down the track and stops in the
     Lock.  He still has to make it, if he can just get there!

     THE RECORDED FEMALE VOICE SOUNDS:  "One minute to
     implosion..."

     Beck races to the Lock and starts to climb into the suit.
     His arms slide into place, his legs drop into the heavy
     metal shell and as he seals up the back he activates the
     generator.

     BECK'S POV.  His vital signs light up around the perimeter
     of his helmet, but he sees something else--the Creature
     charges toward the Lock--its arm reaches out to yank Beck
     out of the elevator!  Instinctively, Beck swings his
     motorized leg into the Creature's snarling mouth, knocking
     it backwards and stunning it long enough for Beck to hit the
     elevator button.  BUT IT DOESN'T WORK!

                                BECK
                   No!

     He hits again, still nothing!

     THE RECORDED FEMALE VOICE..."Nineteen, eighteen..."  Her
     voice begins to quiver.

     BECK POUNDS ON THE BUTTON AND LOOKS UP JUST AS THE CREATURE
     DIVES FOR HIM, ITS HUGE SCALY HAND GRABBING HIM AROUND
     BECK'S LEG!

     CLOSE ON THE ELVATOR BUTTON  Beck pounds it one last time
     and NNNNNNNNNNNN!

     THE LOCK CLOSES, CRUSHING THE CREATURE AS IT FLUSHES BECK
     OUTSIDE SECONDS BEFORE THE ENTIRE STRUCTURE COLLAPSES WITH
     IMPLOSION AND SUDDENLY EXPLODES IN A HUGE SHUDDER OF ENERGY!

     UNDERWATER - LATER

     WHOOSH!  A parachute-like Container Transporter zoom toward
     the surface.  A heavy-suited crew member flashes past us.
     Its helmet light pierces the darkness, then disappears.  A
     moment later another Transporter follows, racing out of the
     darkness after the first.

     BECK'S POV  We see the vital signs lit in a ring around his
     helmet.  The depth gauge races past with blinding speed as
     he moves closer to the surface.

     WILLIE'S POV  She tilts her head upwards.  She snaps off her
     light and sees instead of black, a lighter gray, then
     suddenly faint traces of light in the water above her.  At
     first it seems like her eyes are playing tricks on her, then
     we see it again--a glimmer of light.

                                WILLIE(RADIO)
                   Light.  Beck, I see light!

     ON BECK

     He follows her look.  Light is coming fast, brightening as
     they rise.  The LED numbers inside their helmets click
     off..."125, 100, 75..."

                                BECK(RADIO)
                   Wait till you reach thirty-
                   five before you blow your suit...

                                WILLIE'S VOICE(RADIO)
                   Roger.

     WILLIE'S POV  Her numbers count down "....70, 60, 50, 40..."

                                WILLIE(RADIO)
                   Ejecting.

     She yanks at the handle on the chest plate and WHOOSH!  The
     plate bursts open and reveals a second interior handle.  Her
     hand gropes for it.

     SUNLIGHT IS STREAMING DOWN THROUGH THE WATER AS SHE RUSHES
     UPWARD.

     WHOOSH!  The helmet and torso of the suit are blown open as
     she pulls the second lever detaching her from the balloons.

     No longer oxygen supported or being pulled upward, Willie
     frees herself from the heavy suit and swims to the surface.

     SUDDENLY SHE BREAKS THE SURFACE AND CATCHES A GLIMPSE OF THE
     SUN, DAZZLING THROUGH A MILLION DROPLETS OF WATER AS A HUGE
     SWELL CARRIES HER UP EVEN HIGHER.

     Then she's underwater again, struggling desperately to pull
     the tab on the life jacket around her neck.  Suddenly a MALE
     HAND GRABS THE TAB FOR HER AND PULLS.  She looks up at Beck.

                                WILLIE
                   We made it!

                                BECK
                   Where's Jones?

     Holding onto each other Willie and Beck ride a swell.  At
     the crest WE SEE JONES in the trough below, face down.  Beck
     breaks away from Willie and swims through the waves to reach
     Jones.  Reaching him Beck pulls his face out of the water
     and inflates his life jacket.

                                WILLIE
                   Is he okay?

     Beck lays Jones head back against the life jacket.  For a
     moment.  Jones seems lifeless, then his eyes blink and squint
     against the sunlight.  Beck turns back to Willie and as he
     and Jones ride the next crest he gives her the "thumbs-up."

                                WILLIE(cont'd)
                                (jubilant)
                   The sun!  The sun!

     Jones looks at Beck and grins.

                                JONES
                   What happened to that typhoon?

     CALM SEA - LATER

     BECK, WILLIE AND JONES cling to each other as they search
     the horizon.

                                WILLIE
                   Are you sure you saw something?

                                JONES
                   How many times I got to tell
                   you.  I saw a ship.

                                WILLIE
                   Well, why haven't they answered
                   our flares?

                                BECK
                   We'll fire one more, that
                   leaves us one last one.

     BECK pulls the flare off his latex wet suit and fires it
     into the sky casting a comforting yellow glow over the dark
     water.  The light fades, Willie looks at Jones.

                                WILLIE
                   Are you okay, Jonesy?

                                JONES
                                (weakly)
                   Tip top, Willie...tip top.

                                WILLIE
                                (testing him)
                   Who's the best power forward
                   in the NBA...Jameson?

                                JONES
                                (tired, but
                                with fight)
                   Jameson?  Who are you trying
                   to con...?

     They both manage a weak laugh, then Beck sees something.

                                BECK
                   I'll be damned.  Look!...A flare!

     As a small swell lifts them up we can see a tiny flare just
     fading against the sky.

                                WILLIE
                   It saw us!

                                JONES
                   Answer them and quit kicking me!

                                WILLIE
                   I'm not touching you!

     WHOOOOOOOOSH!  Beck fires another flare into the sky.  As the
     flare arcs downward, Willie feels another bump and for the
     first time sees the SHARKS CIRCLING THEM.

                                WILLIE
                   No...no, no, no.

     The SHARKS tighten the circle as the flare fades.

     EXT. U.S. COASTGUARD SHIP'S BRIDGE - SAME

     A CAPTAIN watches the flare fade through his binoculars and
     speaks to someone O.S.

                                CAPTAIN
                   I thought you said you'd
                   combed this area?

     He lowers his binoculars AS WE WIDEN TO REVEAL MARTIN
     standing on the bridge.  He also lowers his binoculars and
     smiles coolly as he lies.

                                MARTIN
                   We did....Many times.

                                CAPTAIN
                                (looks at Martin
                                then to a Lieutenant)
                   Initiate rescue.

     We hold on Martin's face as from

     THE FORE DECK OF THE SHIP

     A rescue chopper with pontoons lifts off the deck and banks
     off toward the fading flare.

     OCEAN - SAME

     Jones, Willie and Beck stay bunched close together.
     Suddenly Willie feels another bump.

                                WILLIE
                                (panicky)
                   It hit me!  Where are they?!

                                BECK
                   I can't see them!

     Suddenly he is bumped by a shark.  Willie sees one only two
     feet away.  They are surrounded.  Suddenly Jones stare to
     taunt the sharks aggressively.

                                JONES
                   All right!  I've had enough
                   of this shit!  You want meat,
                   motherfucker?  Come on, eat
                   me, sucker, try some dark meat!

     He pushes away from the group despite Beck's attempt to stop
     him.

                                JONES(cont'd)
                                (taunting sharks)
                   What's wrong you snout-nosed
                   bastards?  My meat too tough
                   for you?!

     Amazingly the sharks begin to disappear.  Willie and Beck
     watch stunned.  Even Jones is surprised.

                                JONES(cont'd)
                                (to Willie and Beck)
                   Whoa!  Did you see those fools
                   run?  They know whose boss.

     He jabs his arm upward in triumph and for the first time WE
     SEE a gash across his forearm.

     UNDERWATER POV

     As Jones crows triumphantly, WE SUDDENLY SEE HIS WET SUIT
     RIPPING ALONG HIS THIGHS!

     SURFACE/OCEAN

     Jones is chortling, suddenly his smile vanishes, something
     is happening...

     WE hear the DRONE OF THE APPROACHING HELICOPTER...THUMP,
     THUMP, THUMP...The blades of the helicopter sound out over
     the waves.  It's lights are visible.  Willie and Beck wave
     frantically as Jones drifts closer to them!

     UNDERWATER

     JONES' LEGS  His wet suit is now completely split open and
     WE SEE THE BLACK SCALES SPREADING!

     THE HELICOPTER

     hovers over the group below and lands on the water.  Its
     blades beat the surface into waves.  The WINCH OPERATOR
     hurls out a rescue harness and Beck helps Willie into the
     ring.  He CLICKS the fastener and suddenly they both lock
     eyes.  Before Willie can say anything Beck falls back and
     signals the Winch operator who begins hauling her to safety.
     Immediately Beck locks back at Jones and extends his arm.

                                BECK
                   Jonesy...Give me your hand!

     WILLIE reaches the helicopter and quickly climbs out of the
     harness.  The Winch operator throws it back across the water
     where

     BECK grabs the harness.

                                BECK
                   C'mon, Jones!

     Jones reaches out his hand.  He is almost there WHEN
     SUDDENLY RISING OUT OF THE WATER BEHIND THEM IS THE
     SIXPACK/BOWMAN CREATURE IN ALL ITS HIDEOUS GLORY!  HUGE AND
     GRUESOME, ITS LONG TEETH GLIMMER IN THE LIGHT.  IT GOES FOR
     BECK BUT JONES MOVES BETWEEN THEM.

                                BECK
                   Jonesy, No!

                                JONES
                   Get out of here, Becky!

     The Creature grabs Jones and pulls him violently under.
     Beck watches horrified as his friend disappears.  Numbed he
     clips the rescue harness around him when suddenly, WE SEE a
     boiling of water where Jones disappeared...bubbles
     rising...and then Jones' bloody and tattered life vest bobs
     to the surface several feet away from Beck.

     Beck reaches out for it just as the Creature appears again!
     It turns and focuses on Beck.  Beck keeps going for the life
     vest as the Creature starts for him.

     ON HELICOPTER

     The Winch operator and Willie watch in horror as the
     Creature bears down on Beck.

                                WINCH OPERATOR
                   Is he in the harness!

     CLOSE ON JONES' TATTERED VEST  Beck reaches it.  His fingers
     wrap around the bicycle pump-like, seismic tool in Jones'
     vest pocket.  The Creature is right on top of him!

     CHUNK, CHUNK, Beck cocks it like a pump shotgun as tentacles
     rise wickedly out of the water and wrap around Beck's body
     in a death grip.  It's horrible mouth starts to open.

                                BECK
                   C'mon, motherfucker open up!

     The Creature's mouth widens and as it starts to strike Beck
     thrusts the seismic tool into its gaping maw and is suddenly
     pulled from behind--out of the creature's grasp!  The rescue
     cable is taut!  The helicopter is taking off!

     BECK'S POV/ RISING SHOT.  Beck rises suddenly out of the
     water, the Creature growing instantly smaller below him
     until BOOM! the Seismic device explodes in the
     Sixpack/Bowman Creature, blowing it to bits across the ocean
     surface!  The shock wave sends the helicopter banking off
     toward the ship with Beck safely attached by cable below it.
     The winch operator pulls him in.

     EXT. COAST GUARD SHIP - LATER

     Beck, dressed now in crisp white clothes, stands on deck of
     the ship.  He glances occasionally at a door nearby marked
     INFIRMARY, then looks up as the Captain approaches and
     shakes his hand.

                                CAPTAIN
                   Mr. Beck, I understand
                   you passed your physical with
                   flying colors.  And Ms. Williams?

                                BECK
                                (worried)
                   I don't know yet, she's still
                   in there.

                                CAPTAIN
                   Well, you'll be glad to know
                   you have a friend onboard.

     Beck looks up surprised as suddenly Martin joins them.

                                MARTIN
                                (excitedly)
                   Beck!  I told them you'd
                   make it.  No one back at
                   TransOcean believed me, but
                   I never gave up on you once.
                                (smiling)
                   So, how are you feeling?

     Beck looks at Martin for an instant then hauls off and in
     one incredibly smooth punch knocks Martin on his can across
     the deck.

                                BECK
                   Better...A lot better.

     Just then the door to the infirmary opens and Willie appears
     with a new outfit on.  Smiles at Beck.

                                WILLIE
                   I'm fine!

     Beck lets out a slight sigh of relief as a STEWARD
     approaches with a tray of WHOLE COOKED FISH, HIDEOUS LOOKING
     THINGS LIKE ANGLERS, LOBSTERS, CRABS...MINIATURE LEVIATHAN.
     The sight is almost too intense for Beck and Willie.  The
     Captain notices.

                                CAPTAIN
                   I thought we might have some
                   wonderful seafood.  But, if there's
                   something else you'd rather have...

     Willie stares at the tray of seafood uneasily then looks at
     the Captain and smiles.

                                WILLIE
                   How about a burger and fries?

     She and Beck laugh as they sit at a finely set table on the
     deck with the Captain.

     AS WE PULL BACK the ship becomes smaller and smaller in the
     distance and WE ARE AT THE

     SURFACE OF THE OCEAN

     riding the swells, rising and falling before slipping
     beneath the waves and descending again into the cold
     depths.





                                THE ENDLEVIATHAN



                            Screenplay by


                          David Webb Peoples

                                 and

                              Jeb Stuart










                                           Revised Draft

                                           September 8, 1987










     FACE IN ON

     THE SURFACE OF THE OCEAN

     sunny and placid then slowly WE BEGIN DESCENDING UNDERWATER

     Moving down from the bright surface waters, through layers
     of fish and marine life...

     A school of vibrantly colored fish move with the current,
     their numbers are enormous, their movements in unison.
     Suddenly out of the darkness a barracuda cuts through the
     school, taking out four or five before disappearing into the
     shadows.  The school moves on as if nothing happened,
     quickly closing ranks where the missing ones swam only
     seconds before.

     WE MOVE DEEPER AND DEEPER

     Fish disappear, darkness envelopes us.  Cold and lifeless
     where light has never penetrated...Five thousand feet, ten
     thousand.  Deeper, where only strange, self-illuminating
     echoniderms move eerily through the currents.  Then suddenly
     WE HEAR STATIC from RADIO TRANSMISSION.  THEN VOICES...

                                JONES
                   Burritos...Enchiladas...

                                DEJESUS
                                (hispanic voice)
                   Oh, gag, man, how can you eat that
                   stuff?...

                                BOWMAN
                                (female)
                   I can't wait for fresh vegetables...

     Several voices suddenly break into argument..."vegetables?"
     "shit," "burgers"...Suddenly another voice rises above the
     others.

                                BECK'S VOICE/ RADIO
                   Okay, cut the chatter.  You're
                   not out of here, yet.  Who's the
                   hook?  Seven?...You got a hook on
                   container 22?

     A pause, then more voices.

                                SIXPACK'S VOICE/ RADIO
                                (redneck drawl)
                   The man's asking if you're hooked
                   on 22, you dumb shit.

                                JONES' VOICE/ RADIO
                   Watch your mouth, Sixpack.  Hello,
                   Shack, Seven, here.  I ain't the hook,
                   over.

     A light flares out of the darkness, suddenly illuminating an
     IMMENSE SHAPE--fifteen hundred pounds of hardened metal
     nearly seven feet tall.  It is a motorized diving suit and
     we see the stenciled name, WILLIE across the front
     breastplate.  As it pivots we see the stationary worklights
     around the base of a large underwater mining operation, THE
     SHACK.  Then a woman's voice.

                                WILLIE'S VOICE
                                (woman's voice)
                   Six to Shack.  I'm the hook.

     INSIDE THE SHACK/ CONTROL ROOM

     littered with papers, half-full coffee cups, and a confusion
     of wires and very low-tech, high-tech equipment BECK sits at
     the monitor controls.  He is younger than we expected,
     twenties, clean cut good looks.  He'll be a hell of a good-
     looking man at thirty-five, he just needs to be hardened.
     From the looks of the coffee cups around him he's on his
     way.

                                BECK'S VOICE/ RADIO
                   Okay, Six, let's wrap this container
                   and call it a day.

     Above him a bank of monitor screens.  Each one labeled with
     a crew member's name and providing a video picture from a
     camera mounted on their helmet.  Beck reaches above him and
     throws a console switch which activates another monitor
     labeled ROV.  With a joystick he manipulates an outside
     camera(the ROV), its picture we see on the monitor.  It is
     moving.

     UNDERWATER

     WILLIE'S POV  The inside of her helmet is a grid of LED
     gauges monitoring air reserve, body temperature,
     atmospheres, heart rate, blood pressure.

     She stops next to a pair of railroad-like tracks and removes
     the tool attached to the end of her arm.  The move is
     practiced and professional, like a cook changing the tool on
     a set of egg beaters.  First, she inserts the existing tool
     into a lock on her opposite arm which holds it while she
     disengages the tool.  Next, she selects the next tool from
     the storage compartment at her waist and punches it into
     position.  Sixpack's voice comes over the radio.

                                SIXPACK'S VOICE
                   Hey, Willie, you trip on a
                   tit or something?  We're all
                   waiting on you, honey.

                                WILLIE
                                (under control)
                   Keep your pants on Sixpack.
                   I promise you'll be inside before
                   "Mr. Rogers' Neighborhood" comes on.

     OVER THE RADIO WE HEAR other men's voices laughing.  They
     like Willie and cheer her on.  "Tell him, Willie," "Atta
     girl," etc...

     Willie CLICKS in her last tool and turns.  Expertly she
     hooks a large dumpster-like container, the container to what
     looks like an underwater parachute--A CONTAINER
     TRANSPORTER--which when filled with oxygen it lifts the
     massive container onto the tracks where it can be hauled-in
     by a winch.

                                WILLIE'S VOICE
                   Six to Shack...Hook's on.  Ready
                   to winch.

     UNDERWATER MACHINERY

     Halogen lights illuminate bits and pieces of dredges and
     dumpsters squatting in the gloom.  A winch begins grinding
     and the big, newly hooked container lurches down the tracks.
     It comes to the end where a winch fits it into place with
     several others to complete a set.  We hear BECK'S VOICE.

                                BECK/ RADIO
                   Ok, that's it.  Come on in.

     More motor suited DIVERS appear, their helmet lights
     glaring.  Their breastplate names catch in the dim lights:
     COBS, BOWMAN, WILLIE.

     As they approach the UNDERWATER LOCK, where an elevator will
     transport them up into the Shack, we see signs of human
     life:  a basketball goal attached to the side of the
     building; stickers and signs:  "No Bozos," etc.  A formal sign
     towers over the entrance.  It says: TRANSOCEAN CORP. SHACK 6.

     ON ONE OF THE CREW

     He moves behind the others.  Suddenly he freezes in his
     tracks and slowly rotates his helmet--on his shoulder in the
     glare of his helmet beam WE SEE the a hideous looking SEA
     SPIDER.  It's thick legs moving eerily down his arm.

     Carefully, so as not to disturb the creature, a mechanical
     motor hand moves into position below it, and in one quick
     movement, snares it.

     CLOSE ON METAL WAIST POCKET.  The latch opens and the
     writhing sea spider is shoved inside.  From the pocket WE
     MOVE UP the diver's suit until we see the name SIXPACK on
     the breastplate.  He looks around to see if anyone has
     noticed then continues on toward the shack.

     ON TWO DIVERS(JONES AND DEJESUS)

     They walk together to the Shack.  A Latino VOICE, DEJESUS,
     comes over the radio singing an old Miller Beer jingle in an
     exaggerated accent.

                                DEJESUS
                   When it's time to relax....
                   One thing stands clear...

     INSIDE ON BECK

     As he listens to the singing over the tinny speaker, we see
     he aches to be a part of their comaraderie, but is alienated
     by age and rank.  He is the shack boss, management.  He
     listens as a BOOMING BLACK VOICE joins in off-key.

                                JONES' VOICE(O.C.)
                   Mil-ler's tastes too good to
                   hurry through...

     As the singing continues, Beck looks over at an empty chair
     in front of a bank of equipment monitors.  The vital signs
     of each miner and his equipment are registered on this
     console.  The chair in front of them sits conspicuously
     empty.  This doesn't please Beck, neither does a hand
     written sign under the console which states:  THE DOCTOR IS
     OUT.

     DEJESUS' POV

     Inside his helmet we see the grid of LED gauges monitoring
     vital signs.

                                DEJESUS
                   ...beer after beer...

     Suddenly a red warning light begins blinking in the bottom
     corner inside DeJesus' helmet.  The words to the song freeze
     in his mouth.  His voice becomes edged with panic.

                                DEJESUS(cont'd)
                   Oh, shit...

                                JONES/ RADIO
                                (to DeJesus)
                   Hey, Hazy, I'm not that bad, man.

                                DEJESUS
                                (rising terror)
                   Jonesy!  I'm losing compression...
                   I'm going to blow my suit, man!
                   Beck!  Doc!  Help me!...

     INSIDE

     Beck grabs his microphone.  He tries to remain calm but
     there is a definite tremble in his voice.

                                BECK
                   Give me a readout, DeJesus.

                                DEJESUS(ON RADIO)
                                (gripped with panic)
                   Ahhhh!

     OUTSIDE

     The other divers move quickly to DeJesus.

                                BECK (ON RADIO)
                   DeJesus!  A readout!

                                JONES
                   He don't need a readout,
                   man, he needs help!

                                BECK(RADIO)
                                (anything but calm)
                   Stay calm!

                                BOWMAN
                   Calm!?  Where's Doc?

     INSIDE

     Beck stands in front of the equipment monitors, lost.

                                BECK
                                (trying to
                                keep control)
                   The internal monitors read
                   normal.

     ON THE MINERS, PANICKED

                                COBB
                   Where's Doc?!

                                BECK(RADIO)
                   He's not at his station.

                                DEJESUS
                                (panicked)
                   Oh, mother of Jesus, forgive
                   me of my--

                                BECK'S VOICE
                                (making a decision)
                   Get him into the Shack.

     DeJesus' gauges begins a countdown to implosion.  "15, 14,
     13..."  DeJesus is grabbed by his co-workers and hurried the
     last few yards to the SHACK.

     INSIDE/SHACK - SAME

     ON BECK  sweating bullets, turns a dial on the instruments
     and suddenly, DeJesus' gauges jump to life.  We see the same
     countdown in progress on the Shack's gauges!..10, 9, 8...

     OUTSIDE

     ON DEJESUS  He is forced into the LOCK, the underwater
     elevator room is eerily lit.  His readout continues inside
     his helmet...5, 4, 3...DeJesus screams.

     ON BECK

     DeJesus' scream comes over his radio in the control room.
     Beck hits the elevator switch--nothing happens.  He hits it
     again harder and suddenly DeJesus voice is drowned out by
     the SCREAMING VACUUM PUMPS of the elevator.  It's moving!
     Beck looks up at the monitor of the interior Lift Lock.

     INSIDE/LIFT LOCK

     WE SEE DeJESUS'S SUIT dripping wet.  It stands inside the
     Lift Lock, ankle deep in greasy bilge water.

     CLOSE ON HIS EYES, for a moment they remain closed, then
     suddenly they flutter.  He's alive!

     THE MESS - LATER

     The blackboard prominently displayed on the wall of the Mess
     features neatly stenciled letters that say:  "DAYS TILL
     PICKUP".  The number scrawled on the chalk-smudged board
     obviously changes daily.  Right now, it's a "3"...

     A CLUNK, CLUNK and a Coke can rolls out of a compact COKE
     MACHINE.  A big, sandy-haired man, SIXPACK, takes the soft
     drink, pops the top and downs it in one long pull while he
     looks over an arguing group of deep sea miners:  JONES,
     Black, athletic, 30's;  COBB, 50's, a career miner with a
     mouthful of gum;  BOWMAN, 35, attractive, hardened woman, she
     has seen more of the world than any of them;  WILLIE,
     twenties, fresh good looks, master electrician, optimist.
     DEJESUS, Latino, wiry muscles, he keeps his head down, still
     shaken from his experience.

     The strain of a month of working two miles beneath the
     ocean's surface has drawn nerves tight.

                                BOWMAN
                   I'm telling you, it's the suits!

                                JONES
                   Fuck the suits, it's the people
                   monitoring them.  It Doc had been
                   there like he's supposed to it never
                   would've happened!

                                SIXPACK
                   And just what the fuck would he
                   have done to stop it, huh?

     Sixpack looks over the group, then suddenly crushes the
     empty Coke can in his hand, punctuating the action with a
     huge belch.

                                SIXPACK(cont'd)
                   That would have been you, DeJesus...

     DeJesus keeps his head down.

                                SIXPACK(cont'd)
                   Yeah...I was standing next to a guy
                   who blew a suit once in the
                   Indian Ocean...little tiny hole
                   in the fucking toe of his suit
                   ...ocean came in and the
                   pressure crammed his whole
                   fucking body up into his helmet.
                   They just buried his helmet.

                                DEJESUS
                                (coldly)
                   I know all about implosion, man.

                                SIXPACK
                   Yeah, I bet you do.
                                (laughs)
                   I bet you were imploding in
                   your pants.
                                (laughs then imitates
                                a hysterical DeJesus)
                   Jonesy!  Doc!...Help me!  Help me!

     DeJesus springs for Sixpack's throat AS WE CUT TO

     BECK - SAME

     Beck's eyes are blazing with cold authority as he speaks.

                                BECK
                   Knock it off, Sixpack!  I know
                   it's been a long month for every-
                   one, but we can't let something
                   like this tear us apart...

     Beck glares, ready for an argument, but as WE PULL BACK we
     see he's talking to the mirror, in his tiny quarters.

     Apparently he fails to convince himself because his hard
     look fades and he mutters unhappily as he turns away.

                                BECK
                   Shit...

     He turns around to face a smiling picture of himself at
     college graduation with his Eastern establishment looking
     father.  Leadership "how-to" books like The One Minute
     Manager, etc. line his bookshelf with technical manuals on
     underwater mining.

     He opens his door to leave when SUDDENLY A LOUD METALLIC
     GROANING NOISE stops him cold.  The entire Shack seems
     shifting, like a giant waking from a nap.

     MESS

     The NOISE stops the fight between DeJesus and Sixpack cold.
     All eyes go to the ceiling and walls.

                                JONES
                   Fuck the suits man...this
                   place is going to kill us first.

     Just as suddenly as it began the GROANING NOISE STOPS and in
     its place WE HEAR an intermittent RATTLE in the air system.
     Only Cobb seems undisturbed by this sound.

                                DEJESUS
                                (listening)
                   There it is again...
                                (sitting down again)
                   Two more days.  I tell myself
                   'you can make it two more days--'

                                BOWMAN
                   What's the weather like up top?

                                WILLIE
                   Clear for pickup.

                                JONES
                   Let's hope it holds.

     Cobb looks up disgustingly.

                                COBB
                   Then what?  Huh?
                                (to everyone)
                   Then what?  You folks think
                   going up top's the answer to
                   all your problems.  Well, it ain't.

                                BOWMAN
                   Give us a break, Cobb...

                                COBB
                   A break?  You folks don't need a break,
                   you need psychiatrists.  'Know what
                   you'd be doing if you were up there,
                   right now?

                                SIXPACK
                                (a boorish leer)
                   Eating pussy and drinking brew...

                                COBB
                   Eating pussy my ass.  What about
                   lines at the bank:  What about
                   getting stuck in traffic?

                                SIXPACK
                                (grinning)
                   Wherever I can find it.

     Everyone laughs but Cobb, WE SEE he's serious.

                                COBB
                   Bullshit!  I'll tell you
                   what you'd be doing!  You'd
                   be watching news on TV
                   that's so fucking bad it
                   makes you nauseous.  So you
                   go out and get in your car
                   to get some fresh air and
                   after you've been driving for
                   five minutes you realize the
                   air's so damn dirty you don't dare
                   breath it!  That's what you've
                   got to look forward to...

     LOWER RING CORRIDOR

     Beck approaches the Mess and as he nears it we hear Cobb
     ranting inside.

                                COBB'S VOICE(O.S.)
                   ...And if you're lucky
                   enough to make it back home
                   to your house that looks the
                   fucking same as everyone else's,
                   you'll find your wife's just as
                   fat as she was when you left and
                   the only reason your kids ain't
                   strung out on the drugs they were
                   using when you left is that
                   they've found some new drugs
                   which fuck 'em up even more!...
                   You people just don't appreciate
                   how good you've got down here...

     BECK hesitates at the door to the Mess, as though screwing
     up his courage, then takes a deep breath and enters as we

                                                        CUT TO

     INSIDE THE MESS

     Everyone looks up as Beck enters and the room goes quiet.
     Beck notices Doc's empty chair.

                                BECK
                   Doc eat already?

                                JONES
                   The good doctor hasn't showed yet.

     Looks are exchanged.  Sixpack smirks knowingly.

                                BECK
                                (to DeJesus)
                   How do you feel, DeJesus?

                                DEJESUS
                                (obviously embarrassed
                                to be singled out)
                   Okay.

                                BECK
                   Better let the Doc take a
                   look at you, after dinner.

                                SIXPACK
                   Yeah, since he was busy earlier
                   when you needed him.

     He cracks up and Beck turns on him.

                                BECK
                   Cut it, Sixpack.

     Sixpack shuts up, but Beck notices the others feel the
     seriousness of Doc's absence during the emergency.

                                BECK(cont'd)
                   Leave the Doc to me.  I'm
                   going to talk to him.

                                SIXPACK
                                (sarcastically, under his
                                breath to Bowman)
                   'Makes me feel better already...

     Beck gets his tray but it is clear he is thinking about
     something else.  He clears his throat.

                                 BECK
                   I've been looking at the duty
                   roster...at the shack hours
                   outstanding...

                                 JONES
                   Uh, oh...I see where this
                   is going...

                                 BECK
                                 (ignoring Jones)
                   ...all of you owe time and I
                   thought tonight would be a good
                   time to---

                                 COBB
                                 (erupting)
                   No way, Mister Beck!  No
                   fucking way!  We just did a
                   full shift, you can't call
                   Shack duty on top of a full
                   shift.  It's a contract violation!

                                 JONES
                   Whooo!  Right on, Cobb!  Let's
                   hear it for our shop Steward!

                                 SIXPACK
                   Hear that Becky, er, Mr. Beck?
                   Company got to abide by the rules.

     FIVE FACES STARE AT BECK.  THEY'RE LOOKING FOR WEAKNESS.
     THIS IS A CHALLENGE TO HIS AUTHORITY.

                                BECK
                   I know all about the contract.
                   The point is you can follow the
                   goddamn contract to the letter and pull
                   your shack duty tomorrow...or you
                   can get it done tonight and call
                   tomorrow a down day.  It's up to you.

     This leaves the group momentarily speechless.  Even DeJesus
     comes out of his stupor.

                                DEJESUS
                   You giving us a day off?

     Beck nods.  Cobb eyes him suspiciously.

                                COBB
                   What about our quota?

                                BECK
                   You're only twenty-five
                   tons off quota.  Barring an
                   unforeseen problem you should
                   reach it easily on the last day.
                                (he looks at the group)
                   It's just a day off.  You don't
                   have to take it, I just thought it
                   might help.

     The others look around for agreement but Jones doesn't need
     anyone else's approval, he's already made up his mind.

                                JONES
                   Count me in.

     Bowman nods her head also and the others unanimously agree.
     Buoyed, Beck moves ahead, businesslike...

                                BECK
                   Cobb, Jones, I want you to do
                   something about that damn rattle
                   in the air system...
                                (to Bowman and Sixpack)
                   Bowman and Sixpack...living quarters...

                                SIXPACK
                                (disgustedly)
                   Shit...

                                BECK
                   Williams...get DeJesus' suit on
                   the "sick rack" and do a diagnostics.
                                (to group)
                   Any other suit problems she should
                   know about?

     Sixpack suddenly looks up as the group disperses.

                                SIXPACK
                                (to Willie)
                   My pocket.  Check my pocket,
                   will ya, honey?

                                WILLIE
                                (annoyed)
                   Your pocket?

                                SIXPACK
                   The latch is screwed up.  Or
                   the hinge.

                                WILLIE
                                (disgusted)
                   Right.

     LOWER RING CORRIDOR - SAME

     ON BECK  He starts out of the Mess and by chance finds
     himself walking with Willie.  Beck is obviously
     uncomfortable with the crew, even after 28 days together.
     She smiles, friendly, at ease.

                                WILLIE
                   You did good...

                                BECK
                                (a little surprised)
                   What?

                                WILLIE
                   Today...with DeJesus.  That
                   was smart thinking to get him
                   inside...

                                BECK
                   There probably wasn't anything
                   wrong with his suit...

                                WILLIE
                   Still...you did the right thing.

     She turns off toward the Swamp, leaving Beck with the tiny,
     but honest compliment.  He savors it.

     THE SWAMP - LATER

     The "Swamp" (where DeJesus came up), is ankle deep in greasy
     bilgewater.  The door slides open, Willie enters, and
     switches on a bank of fluorescent lights.  The room is
     spooky even with the lights.  The giant machine suits, we
     saw earlier outside, hang from racks like sleeping monsters.

     Willie straps on a utility belt and checks her tools--a
     motorized screwdriver, a power wrench, a long-necked,
     laser-tipped soldering iron(looks like a long-necked
     screwdriver)--then splashes through the bilge water to the
     control switch and hits the START button.

     NNNNNNNNNN.  A motor moves one of the suits along the track
     toward Willie.  As it turns the corner toward us we see it
     says:  DEJESUS.

     DOC'S OFFICE - SAME

     Beck opens the door to Doc's quarters and we see Doc putting
     on a fresh shirt.  A man in his 50's, he must have once been
     quite handsome and intelligent, but has now gone to seed.

                                DOC
                   I must have dozed off.

     Beck looks on the cabinet and sees a bottle of Old Granddad
     Whiskey.  He picks it up.

                                DOC(cont'd)
                   Snakebite medicine...Never
                   pack my bag without it.

     Beck doesn't smile.  He puts the bottle back down and Doc
     watches him in the mirror.

                                BECK
                   Are you planning on working tomorrow?

                                DOC
                   Well, I'll be on the golf course
                   in the morning.  Then, if I don't
                   have any babies to deliver--

                                BECK
                                (cutting him off)
                   We almost had an accident today.
                   DeJesus' suit...

     The Doc stops buttoning his shirt and locks eyes with Beck.

                                DOC
                   You got something to say to me, son?...

     Beck definitely has something to say, but confronted, he
     falters.

                                BECK
                   I...I think it's important to
                   have the second officer on deck.

     Doc smiles, and goes back to buttoning his shirt.

                                DOC
                   I'll keep it to nine holes
                   in the morning.

     THE DORMITORY - SAME

     Small but functional.  The bunks can be closed-off with a
     privacy door.  Photographs and bumper stickers on the walls
     of the bunks provide the only personal touches in an
     otherwise sterile environment.

     Willie's bunk is wallpapered in detailed interplanetary
     maps;  Sixpack's privacy door has a bumper sticker which
     proclaims:  "I MAY BE FAT, BUT YOU'RE UGLY AND I CAN DIET."
     DeJesus' has posters of the Alps, and the Rockies;  Bowman's
     has clipped pages from "Gourmet" of meals she dreams for;
     Cobb's has nothing, as if perfectly content to be where he
     is instead of somewhere else.  Inside Jones' bunk is an
     indoor basketball goal.

     Bowman and Sixpack scrub down the walls of the dorm with a
     sponge and pail.  Sixpack pauses and smirks, his eyes on
     Bowman's chest.

                                SIXPACK
                   Christ...what a pair...

                                BOWMAN
                                (sharply)
                   What was that?  What'd you say?

                                SIXPACK
                   I said, "What a pair" the
                   boy wonder Shack Boss and his
                   drunken doctor buddy make...
                                (innocently)
                   Why?  What did ya think I said?

     CORRIDOR "A" - SAME

     Jones and Cobb are kneeling in a corridor, unfastening a big
     plate on the floor with a power wrench.  Overhead a huge
     plexiglass conduit flows with water from the desalinization
     system.  The interior wall of the corridor is meshed wire
     exposing the throbbing machine floor of the Shack.

     Cobb removes the last bolt and Jones lifts off the
     floorplate exposing the guts of the shack--the BILGE--dark
     and wet.  Without the plate the RATTLE in the air system is
     much louder and sinister.

                                JONES
                   Listen to it for Christsake.

                                COBB
                   Ah, it's just old, like me.
                   You don't see the Doc opening
                   me up every time I get a new creak
                   in my joints...I say, as long as
                   it's recycling the air let
                   the next shift deal with it.
                   But, 'long as we're here...

     He pulls a retractable ladder from inside the hole and drops
     it down into the wet darkness, without hesitating he climbs
     down, stopping at the bottom to look up at Jones.  Jones
     seems in no hurry to accompany him.

                                COBB(cont'd)
                   You gonna sit there on your
                   butt or give me a hand?

     Jones reluctantly starts down after him.

     BECK'S QUARTERS - SAME

     Beck in his quarters.  He seems to be talking to himself but
     as we move around him we see he is talking to a video
     monitor.  On screen we see MARTIN, 30's, a slick
     bureaucratic executive with TransOcean Corp. whose face is
     all we see on the video monitor.

                                BECK
                   Two hundred and fifty-two
                   tons of Magnesium and 15 tons
                   of Sodium.

                                MARTIN
                                (taking notes)
                   Sounds like a good week, Beck.
                   In fact...I put your folder
                   in front of the Vice President
                   of District Operations last night...

     Beck stops.  Martin notices his concern.

                                MARTIN(cont'd)
                   You're good executive timber,
                   Beck.  A lot of management trainees
                   wash out when they have to go under
                   for their first tour.  But you've done well.

                                BECK
                                (smiles, relieved)
                   Thank you, Martin.

                                MARTIN
                   Don't thank me, yet, but it is
                   important to know where you're
                   going and who your friends are...
                   'Know what I mean?

     He stares hard at Beck, but doesn't wait for an answer.

                                MARTIN(cont'd)
                   The one thing I've learned in
                   this company is you can't have
                   enough friends.  It's the only
                   way to survive.

     CLOSE ON A BOOM BOX/ LOWER RING CORRIDOR - SAME

     The boom box sitting on a wall pipe is blaring John Denver's
     Rocky Mountain High.

     DeJesus is singing along loudly in his thick accent as he
     works on the intercom system.  He finishes, closing a metal
     box which says:  ONBOARD COMMUNICATIONS.

     SWAMP - SAME

     ON WILLIE  She has connected DeJesus' suit to the diagnostic
     computer and is going through the computerized
     checkpoints--an electronic list of literally hundreds of
     possible problems.

                                WILLIE
                                (to herself)
                   Probably a short.

     Suddenly, the computer pauses on one:  It says:  Electrical
     Short.

                                WILLIE(cont'd)
                   Good guess, Williams.

     She types in a "help" command and the computer screen
     displays an electrical circuit pattern that would leave most
     Electrical Engineers baffled.  Willie hardly bats an eye.

                                WILLIE(cont'd)
                   Piece of cake.

     She immediately opens the circuit panel on DeJesus' suit and
     pulls the laser soldering iron out of her tool belt.  With
     two quick spot welds she repairs the short, then replaces
     the panel.  Finished, Willie presses the control switch and
     the suits begin to move along the track.  A new suit rounds
     the corner toward us.  It says SIXPACK.

     THE BILGE - SAME

     The walls are dark and moist.  Water drips from the pipes.
     The rattle in the air system continues loudly as Jones leans
     over and hands Cobb another tool.  Crouched in the humming
     machinery, Cobb spits his wad of chewing gum into a greasy
     hand, kneads it a couple of times, then grins at Jones.

                                COBB
                   Okay, watch this..

     THE SWAMP - SAME

     The monotonous clatter of the air system is the only sound
     in the gloomy SWAMP as the huge suit labeled SIXPACK stops
     directly in front of Willie.  She reaches up to open the
     pocket latch when she stops...listening.  THE NOISE IN THE
     AIR SYSTEM HAS STOPPED.

     THE BILGE - SAME

     Jones looks incredulously at Cobb.  He can't believe that's
     all it took.  Cobb starts gathering up the tools.

                                JONES
                   So that's all you do?...

                                COBB
                   Shhhh...don't tell no one.
                                (winks)
                   Job security.

     THE SWAMP - SAME

     In the gloomy silence, Willie reaches for the hinged pocket
     in the waist of Sixpack's suit.  Some water drips out.  She
     pushes the spring a second time.  The pocket opens.
     Nothing.

                                WILLIE
                                (miffed)
                   Nothing wrong with this...

     SUDDENLY THE HIDEOUS SEA SPIDER SPRINGS OUT onto the
     workbench where it wriggles grotesquely toward Willie.  She
     backs away and it drops into the water at her feet.

     THE DORMITORY

     Bowman looks at DeJesus who comes to the door, then to
     Sixpack who convulses with laughter against the bulkhead.

                                WILLIE'S VOICE(O.C.)
                                (over intercom)
                   Fuck you, Sixpack!  You think
                   you're funny?  You're not funny!

     ON BECK

     He hesitates then presses the TALK button on the intercom.

                                BECK
                   This is Beck.  Is there a
                   problem, Williams?

     SWAMP

     Willie watches the Sea Spider move in the water toward her
     as Beck's words come over the P.A.  Ignoring Beck she
     watches the spider right as it moves to her feet then brings
     the soldering iron down into the water with a LOUD HISS
     skewering it.  She presses the intercom button and lifts the
     skewered sea spider out of the water.

                                WILLIE
                                (to Beck)
                   A little problem, sir...but I've
                   got a handle on it now.

                                           TIME CUT TO:

     THE MESS - LATER

     BOWMAN sits at a portable computer terminal and watches
     stock prices scroll across the screen.  Every so often she
     freezes a stock and types the command:  INFO.  The screen
     immediately changes to a financial report of the company in
     question as if prepared by a broker.  In a matter of seconds
     Bowman can learn all the major aspects of the company.

     Across the room from her, Willie exercises with dumbbells
     while she studies an astronaut training manual.  She looks up
     at Bowman.

                                WILLIE
                   Made your million, yet?

                                BOWMAN
                                (studying the screen)
                   Not yet.

                                WILLIE
                   How's TransOcean doing?

     This causes Bowman to turn and look at Willie.

                                BOWMAN
                   You got money in this tub?

                                WILLIE
                   I signed-up for the stock option.

     Bowman shakes her head and goes back to the computer and
     types in TransOcean Corp.

     DORMITORY

     ON COBB  He lies on his bunk under a sunlamp, but wears a
     T-shirt and long pants.  DeJesus does a jigsaw puzzle of a
     snow covered Swiss mountain scene.

                                DEJESUS
                   Hey, man, you know that in
                   Switzerland--and this country's
                   the size of East L.A., okay?--they
                   speak 54 different dialects?
                   Fifty-four!

                                COBB
                   Who cares?

                                DEJESUS
                   I do, man.  That's a beautiful
                   place.  When I get out of here
                   I'm going there.  Find a nice
                   little snow covered chalet, warm
                   little woman, crackling fire--

     He looks up and sees Cobb's sunbathing attire and laughs.

                                DEJESUS
                   Hey, Cobb...Man, why don't you
                   take off your shirt and pants,
                   man?  You should do that wearing
                   what you're going to wear at the
                   beach.

                                COBB
                                (sharply)
                   This is what I wear at the
                   beach, goddamnit.

     MESS - SAME

     COMPUTER SCREEN  The report appears on screen with a
     capsulized history of the TransOcean company, its philosophy
     and growth plans and most current financial report.  A final
     column called "insider tips" says:

                                BOWMAN
                                (reading)
                   "Major development in
                   South Indian Ocean set for
                   fall of 2010..."
                                (to Willie)
                   That sounds interesting, but they're
                   too tied to their holdings.  Remember
                   a year ago when they lost that tanker?...
                   The bottom fell out of their stock and
                   I lost a bloody fortune.  That's
                   when I decided to diversify.

     Willie looks at Bowman a moment, then keeps exercising.

                                WILLIE
                   You take your money, too
                   seriously, Bo.

                                BOWMAN
                                (sharply)
                   You're damn right I do.  Five
                   years down here and I'll pull
                   in more than 15 topside.  I'm not
                   down here for the fun, I'll tell
                   you that.

                                SIXPACK'S VOICE(O.S.)
                   "Fun?"  Somebody talking fun?

     They look up to see Sixpack at the door to the Mess wearing
     only a robe.  With a leer he stares at Willie exercising.

                                SIXPACK(cont'd)
                                (saccharine sweet)
                   Hey, Willie, honey...Sorry about that
                   little incident tonight...Everyone's
                   been so tight lately, I thought
                   a little humor'd loosen us all up,
                   you know?

     Willie doesn't bite, she looks hard at Sixpack.

                                WILLIE
                   Get out of here, Sixpack.

     Sixpack smirks.  He waves a copy of Penthouse opened to the
     Pet of the Month and sings cheerfully.

                                SIXPACK
                                (leaving)
                   I got a date with an angel...

     CLANK, BANK, CLUNK.  A coke can tumbles noisily from the
     Coke machine.  Jones retrieves two cans of Coke and comes
     out of the Galley with a snack.  He stops in front of
     Bowman and the computer.

                                JONES
                   Hey, Bo...when're you going to
                   be off that thing?  I want to
                   find out tonight's NBA scores
                   and check the weather.

                                BOWMAN
                                (not taking her eyes off
                                 the screen, answers him)
                   The weather's good, I already
                   checked, but I'll be off in a minute.

                                WILLIE
                                (to Jones)
                   Hey, Jonesy, who's the best power
                   forward in the NBA...Jameson?

                                JONES
                   Jameson?  Who're you trying to
                   con?

     They grin at each other--a standing joke and Jones leaves.

     DORMITORY

     Jones enters the Dorm with his snack and tosses a can of
     Coke across the room to DeJesus.

                                JONES
                   Hey, Hazy!  We got a day off
                   tomorrow, Kemosabi!  Let's get
                   shit-faced!

     DEJESUS catches the can and pops the top sending a shower of
     carbonation all over Cobb under the sunlamp.

                                JONES(cont'd)
                   How about you, brother Cobb?
                   Little Wild Turkey?

     Cobb wipes the Coke from his sunglasses and shakes his head.

                                DEJESUS
                   No, man, Cobb is a Chivas drinker,
                   from way back.  Ain't that right
                   Cobbie?

     Jones and DeJesus laugh and take long pulls on their Cokes.
     Cobb turns and watches them.  This is obviously a nightly
     ritual.

                                COBB
                   You guys are crazy.  What
                   the hell you play that stupid
                   game for?

                                DEJESUS
                                (acting drunk)
                   What game, Cobb?...I'm on
                   my way to Nirvana...

                                COBB
                   You're on your way somewhere
                   all right...the looney bin.

                                DEJESUS
                                (laughing)
                   I'm on the way to the looney
                   bin?  Hey, man, I'm not the dude
                   sun bathing in his clothes.

     INT. SIXPACK'S BUNK - SAME

     CLOSE ON  The Pet of the Month as she smirks coyly from the
     centerfold, her body twisted into an awkward position
     representing mad desire.

     Sixpack closes his privacy door then smirks back at the
     photo.

                                SIXPACK
                   Oh, Darlin'...come sit on
                   my face...

     He stirs in the bed and adjusts his pillow and SCREAMS!  The
     SEA SPIDER is suddenly right there on his shoulder, dead.

     Sixpack sits bolt upright in his bunk and slams his head
     against the roof of the bunk, then stumbles out screaming.
     He hits the floor and rams his foot into a table and screams
     in more pain.

     The whole dorm looks up amazed, Cobb takes off his
     sunglasses, even Jones and DeJesus temporarily "sober up" to
     stare.

                                SIXPACK
                   That bitch!

     MESS

     Sixpack storms into the Mess with the dead Sea Spider.  He
     points angrily at his bleeding foot.  Jones and DeJesus move
     up to watch.

                                SIXPACK
                                (moving into room)
                   Bitch!  Look what you did!

                                WILLIE
                                (imitating Sixpack)
                   Sorry, darling...Just thought a
                   little humor would loosen us all
                   up...you know?...

     Everyone laughs, but Sixpack.  He has revenge in his eyes.
     He holds out the ugly, limp creature and advances toward
     Willie.

                                SIXPACK
                   You think you're so funny?
                   Wait till you taste this!

     As he pushes the dead creature into her face BECK'S VOICE
     behind him makes him freeze.

                                BECK'S VOICE(O.S.)
                   That's enough!

     Everybody turns to see Beck standing in the doorway.

                                SIXPACK
                   Look at my foot, sir!  This
                   bitch put a goddamn sea
                   monster in my bunk!

                                BECK
                                (cold as ice)
                   How do you know it was Williams?

                                SIXPACK
                                (trapped)
                   Huh?  I...uh...uh...

                                BECK
                   All right, Sixpack, you and
                   Williams are gonna pull water
                   duty tomorrow--

                                SIXPACK AND WILLIE
                                (protesting)
                   Bullshit!  What?!  She...He...

                                BECK
                                (cutting them off)
                   At ease!  You both have a half
                   day...Anymore shit and its a full
                   one.

     CLOSE ON BLACKBOARD/ MESS - MORNING

     SCREECH!  Chalk on the blackboard as Bowman writes "2" in
     place of yesterday's "3" over the neatly lettered words
     "Days Till Pickup."

     Jones, sitting next to Cobb, looks up from his tray of
     cereal and holds his head in mock misery.

                                JONES
                   Oooooh.  Damn!  Not so loud.
                   Turn down the music.

                                COBB
                   What music?  There ain't no
                   music.

     DeJesus enters holding his head and sits on the other side
     of Cobb.

                                DEJESUS
                   Oooooh.

     Cobb looks from one man to the other, realizing what they're
     doing.

                                COBB
                   You know it's really crazy to
                   pretend to be drunk, but it's
                   fucking insane to pretend
                   to have a hangover.

                                BOWMAN
                                (to Jones and DeJesus)
                   Your "hangovers" made you miss
                   the Sixpack Good Morning Show.
                                (imitating Sixpack)
                   "No goddamn boy is going to make
                   me go out on a down day."

                                JONES
                                (grinning)
                   Yeah?  How'd the kid hold up?

                                COBB
                                (pleased)
                   Pretty good.  He sent them
                   out videotaping outcrop.

     UNDERWATER - SAME

     CLOSE ON  A whirling cylinder tool we see is attached to the
     end of Willie's mechanical suit arm.  Like a drill its
     diamond bits cut into the rock outcrop to take a core
     sample.  It's a sinister hand-attachment, something Captain
     Hook would have loved.

     Above her the ROV maneuvers into position for a better view.

     INSIDE THE SHACK CONTROL - SAME

     Beck is in the control station, staring at the video
     monitors--the image from the ROV.  Willie removes a slender
     instrument, like a bicycle pump and with a quick pump
     motion, CHUNK, CHUNK...activates an explosive charge.  She
     puts it into the hole she made with the drill and backs off.

                                BECK
                   Charge set?

                                WILLIE'S VOICE(RADIO)
                   Charge set.  Backing off.
                                (to the ROV)
                   C'mon Rover let's get out
                   of here.

     Like a good dog, the ROV follows her to a safe position.

     ON MONITOR  THE CAMERA HOLDS ON THE SPOT.  SUDDENLY THE
     GROUND SHAKES VIOLENTLY ON THE MONITOR SCREEN--A MINI
     EARTHQUAKE CHARGE.

     WILLIE RETURNS TO THE SITE OF THE CHARGE AND REINSERTS HER
     DRILL, EASILY REMOVING A TEST SAMPLE.

     Willie holds out the sample to the ROV so Beck can see
     inside.

     INT. CONTROL ROOM/ CLOSE ON BECK'S ROV MONITOR

     He stares at the image on the screen.

                                BECK
                   I need more light on that, Four.

     OUTSIDE

                                WILLIE
                                (to Beck)
                   Roger...
                                (to Sixpack)
                   More light, Sixpack...

     There is no answer.  Willie turns around.  Her helmet lamp
     eerily illuminating the darkness around her.  Sixpack is
     nowhere to be seen.

                                WILLIE(cont'd)
                   Sixpack?

     She turns in the other direction and suddenly blinding
     lights are turned on.

                                SIXPACK
                   Boo!

     Sixpack laughs.  His lights now on, he stands right behind
     her.

                                WILLIE
                   You shit....

                                BECK'S VOICE
                   What's going on, Four?  What's
                   happening?

                                WILLIE
                   We're fine, Shack.  His lights
                   malfunctioned for a minute.  How's
                   this?

     She again holds out her hand to the ROV.

     INSIDE SHACK

     Beck looks at the monitor and presses a red button to start
     the tape, then after five seconds releases the button.

                                BECK
                   That's great.  Now let's move
                   35 degrees southwest.

     WILLIE AND SIXPACK MOVING

                                WILLIE
                                (to Sixpack)
                   You screw around like that again and--

                                SIXPACK
                   What's wrong, did you miss me?

                                WILLIE
                   Hardly.

                                SIXPACK
                   Don't worry, darlin, I'm...

     Suddenly Sixpack's foot hits some loose rock and slides.

     Willie turns in his direction and sees his headlight
     turning, becoming smaller, then disappearing as his radio
     goes dead.

     INSIDE ON BECK

                                BECK
                   What's wrong?!  What happened?

     UNDERWATER

     ON WILLIE  She has stopped in her tracks.  All around her is
     blackness.  Her helmet light hardly penetrates the darkness.

                                WILLIE
                   Sixpack?!  Sixpack...

     Then she looks down--a cliff right in front of her feet.
     The drop is thirty feet into a waving sea of tubers.

     BECK'S VOICE brings Willie back.

                                BECK'S VOICE(RADIO)
                   Willie?  What's going on?

                                WILLIE
                   He's gone.  I think he's
                   fallen.  I'm going down after him.

     MESS

     Jones is bench pressing 200 pounds on a fold-down compact
     gym, while DeJesus huffs and puffs on an exercise bike.

                                DEJESUS
                   That's it Jonesy...Sweat it
                   out, man...Got to get the poison
                   out of our blood.

     Jones grits his teeth and struggles against the weight,
     suddenly Bowman throws open the door and sticks her head in.

                                BOWMAN
                   Sixpack is lost.

     CORRIDOR - MOMENTS LATER

     Bowman, Jones and DeJesus are heading for the control room
     where they are joined by Cobb.

                                COBB
                   Weren't they tied?  They're
                   supposed to be tied.

     They all enter the

     CONTROL ROOM

     Beck is at the console with Doc in his chair.

                                JONES
                   How far away is she?

                                DOC
                   Two hundred meters.

     WILLIE'S VOICE silences them.

                                WILLIE'S VOICE(RADIO)
                   Four to Shack...nearing the
                   bottom.  Look at this...

     They all stare at the monitor.  The screen is filled with
     huge waving tubers.

                                DOC
                   My God, look at the size of
                   those tubers....

                                DEJESUS
                   Nine, ten feet high...

                                BOWMAN
                   If he had his blinkers on--

                                JONES
                   It wouldn't make any difference in
                   there...He could be two feet away and
                   on fire and she'd still not see him!

     UNDERWATER

     ON WILLIE  She moves through the dense waving forest of
     giant tubers, parting them with her hands as she moves
     slowly.

                                WILLIE
                   Sixpack?

     CONTROL ROOM

                                BECK
                   Why can't we pick up his signal?

                                DEJESUS
                                (a joke)
                   Maybe he got eaten?

                                BOWMAN
                                (dryly)
                   What would be dumb enough to
                   eat Sixpack?

     ON WILLIE

     She moves aside the last of the tubers and freezes at the
     sight in front of her.

                                WILLIE'S VOICE(RADIO)
                   Four to Shack...you picking
                   this up?

     INSIDE

     All eyes suddenly go to the monitor.  A huge dark maw fills
     the screen.

                                BECK
                   Affirmative...Widening picture.

     The image on the screen widens and we see the opening is a
     huge gash in the side of a sunken ship.

                                BECK(cont'd)
                                (to DOC)
                   Tighten the picture on the
                   upper righthand corner.

     CLOSE ON THE MONITOR:  The picture zooms in on the corner
     and Willie's added light suddenly brings the letter "M" into
     focus.

     Beck presses the red record button and pans the ROV slowly
     across the bulkhead of the ship.  The next letter is an "A".
     Then suddenly a Cyrillic letter appears, then others.

                                COBB
                   What the?...

                                DOC
                   Russian.

                                WILLIE'S VOICE(RADIO)
                   I'm going inside.

                                BECK
                   What's your air reading?

                                WILLIE'S VOICE
                   Twenty minutes...

                                BECK
                   Twenty minutes!...Who had
                   tank duty?

                                BOWMAN
                   Who else...Sixpack.

                                JONES
                   The man is unbelievable...
                   I say, leave him in there.

                                BOWMAN
                                (dryly)
                   What about his suit?  That's
                   a million five the company's
                   got to replace.  They'll make
                   somebody go get it.

                                BECK
                                (to Willie)
                   Willie, we're giving you five
                   minutes...after that we're coming in.

     WILLIE'S POV

     Her life-support gauges move eerily around the perimeter of
     her mask.  She moves along steadily down darkened corridors.
     She opens a door and it drops from its corroded hinges--a
     cloud of sludge rises off the bottom.  The room looks empty.

                                WILLIE
                   Sixpack?...Answer me.

     She throws open another door.  It also looks empty, then
     WHAM! a grotesque ECHONODERM slams into her helmet.  Willie
     bats it aside and as soon as she recovers shines her light
     into the room.

     WHAT SHE SEES:  The ship's infirmary.  Broken glass,
     stainless steel...the light does strange things, reflecting,
     sparkling...

                                WILLIE(ON RADIO)
                   The infirmary...

                                BECK'S VOICE(RADIO)
                   Three minutes...

     Her helmet-mounted camera pans the room one more time, then
     as she turns to leave it captures a strange gleam of white
     in the corner--A LARGE HUMAN-LIKE SKELETON.  Willie doesn't
     see it.

     INT. THE CONTROL ROOM

     CLOSE ON DOC  He stares at the monitor screen.  Did he see
     something or were his eyes playing tricks?  He looks across
     the console and sees the videotape is recording.

     UNDERWATER

     ON WILLIE  She moves to the end of the hall.  It ends with
     two doors.

                                BECK'S VOICE(RADIO)
                   One minute.

     Willie hesitates at the junction and PUSHES OPEN the door on
     her left, SOMETHING HUGE BEHIND IT MOVES--IT'S SIXPACK.  His
     mechanical arms suddenly rise and in their grasp we see the
     ship's huge safe.

                                SIXPACK
                                (laughing)
                   I'm rich, honey.  Rich!

     THE SWAMP - LATER

     The door to the Russian ship's safe stands open.  BANG!
     BANG!  Jones and DeJesus hammer safety deposit boxes with a
     chisel.  While the others watch, Sixpack pleads his case
     with Beck.

                                SIXPACK
                   It's all mine if I'm on report.
                   Otherwise you gotta take me off
                   report before you look at any more...
                   Ain't that right, Cobbie?

                                COBB
                   You're on your own, Sixpack, you
                   fucked up everybody's day off...

     DeJesus pries off the top from the first safety deposit box
     and dumps the contents on the workbench...several wallets,
     wristwatches, a pocket watch, a wedding ring...Bowman who
     stands with a clipboard begins taking inventory.

                                BOWMAN
                   Personal effects...

                                WILLIE
                                (considering
                                a watch)
                   Timex...

     She picks up something else, a pack of soggy chewing gum and
     tosses it to Cobb.

                                WILLIE(cont'd)
                   Here's something for you, Cobbie.

                                JONES
                                (checking a wallet)
                   Russian money...Don't look like much.

     Jones opens the next box and dumps it out onto the
     table...Life Savers candy, a postcard of a fat Russian woman
     in a bathing suit.  Bowman looks at it.

                                BOWMAN
                                (grinning to
                                Sixpack)
                   Yeah, I'd say you can retire
                   with all this loot.

                                SIXPACK
                   Shut up.

     Everyone chuckles.  More papers and a small, book-shaped
     object wrapped in plastic.  Jones unwraps it.  It's a video
     tape.  He looks at the label.

                                WILLIE
                   What is it?

                                JONES
                                (reading)
                   "Debbie Does Dallas"...
                                (looks up and
                                grins)
                   Hell, it's in Russian.  I can't
                   read it...

                                DOC
                   May I see it?

     Jones hands it to Doc who looks at it.

                                DOC (cont'd)
                   It's a log of some sort.

     Jones pries the lid off another box and dumps it
     out--Papers, more cheap watches.

     ON SIXPACK  He notices something silver, the size of a
     paperback book, under a stack of papers.  Discreetly he
     covers the object with a piece of paper and slides it off
     the table out of sight.

     Jones opens the last box, and something rolls across the
     table toward the edge and starts to drop when it is caught
     by DeJesus.  He holds it up and we see--a clear liquor
     bottle.

                                WILLIE
                   Vodka.

                                COBB
                   What assholes, they lock booze
                   in the safe.

                                DEJESUS
                   Probably confiscated.  No
                   booze on board, same as us.

     Doc turns the bottle around in DeJesus' hand so he can read
     the label.

                                DOC
                                (eyeing the bottle)
                   Stolichnaya.

     Everyone looks at Doc.

                                COBB
                   You read Russian?

                                DOC
                   Russian, French, Italian, Spanish,
                   Greek, German, a little Hindu, some
                   Serbo Croat and a smattering of
                   Swahili...standard pre-med background...

     Cobb stares at him a second then:

                                COBB
                   Bullshit.

                                DOC
                                (grins)
                   ...and a Russian grandmother...

     Beck ignores them and addresses Bowman.

                                BECK
                   I want all this stuff impounded
                   in the supply safe.

     He lifts the bottle of Stolie out of DeJesus' hands.

                                BECK(cont'd)
                   ...except this...it goes in my
                   safe.

     A disappointed crew watches Beck leave with the bottle.  Doc
     stops him.

                                DOC
                                (to Beck,
                                holding up the videotape)
                   You mind if I take a look at
                   this?

                                BECK
                                (leaving)
                   Be my guest.

     RING CORRIDOR - LATER

     The gloomy corridor outside the Infirmary.  It is empty,
     silent.  Suddenly the door to the Infirmary opens slightly
     and Bowman peeks out.  Seeing the corridor is empty she
     slips out with a a manila folder.

     DORMITORY - SAME

     Bowman hands the envelope to DeJesus, who's grinning
     delightedly.

                                DEJESUS
                   You got 'em!

     Sixpack and Jones are there too.  Sixpack scowls.

                                SIXPACK
                   What good's the kid's med
                   records anyway!

                                DEJESUS
                   Watch and learn, amigo...

     CONTROL ROOM - LATER

     CLOSE ON MONITOR SCREEN

     We see a thin, bearded man in his late fifties, a RUSSIAN
     SHIP'S CAPTAIN talking to the camera in Russian.  The tape
     is of poor quality and water spotted.

                                DOC'S VOICE(O.S.)
                                (translating)
                   Another party last night.  More
                   Vodka.  The infirmary is filled
                   as it is.  I confiscate what
                   I can, but I know the Government
                   Observers have more...

     Suddenly, the captain hears a noise off-screen and goes to
     the camera and turns it off.  The tape goes blank.

     ON DOC

     He stops the tape and presses another button on the console.
     WILLIE'S VIDEO of the huge hole in the hull of the ship
     appears on another screen.

                                DOC(cont'd)
                   See that gash?  The way the
                   edges protrude inward is like
                   from a torpedo explosion.  It
                   couldn't have come from within.
                   Like an accident.

     He looks back at Beck who we see is sitting behind him, and
     has also been watching the tape.  Beck looks at Doc and
     shrugs.

                                BECK
                   What do you want me to say?
                   That it all sounds mysterious?

                                DOC
                   These observers were doing something.
                   A test...I think they sank that ship
                   on purpose to cover up their mistakes.

                                BECK
                   What mistakes?
                                (he shakes his
                                head wearily)
                   Look, I think it's no big deal but
                   if you want to find out why this
                   ship sank have Maritime run a check.

     He gets up and goes to the door.  Doc watches him.

                                DOC
                   I did.  They have no record of
                   the wreck.
                                (beat)
                   The Marshal Goloviev is now on
                   a tour in the Baltic Sea.

     Beck stops.  This is a mystery.

     CLOSE ON COMBINATION LOCK/ BECK'S QUARTERS - SAME

     Fingers fiddle with the combination.  He pulls on the
     handle.  The safe doesn't budge.

                                DEJESUS
                                (whisper)
                   It's not the phone number...

     We pull back to see that DeJesus is alone in Beck's darkened
     quarters, he talks to the P.A.  Suddenly we hear BOWMAN'S
     VOICE over the intercom.

                                BOWMAN'S VOICE
                                (on intercom)
                   Okay, try the social security
                   number...

     DeJesus puts his fingers back, on the safe dial.

                                DEJESUS
                   Okay, give it to me...

     INTERCUT WITH BOWMAN IN DORM.

                                BOWMAN
                                (reading off of Beck's
                                forms)
                   Two...twelve...ninety-six.

                                SIXPACK
                                (scoffingly)
                   You guys are so full of shit...
                   Who's going to use their
                   birthday...

                                DEJESUS VOICE
                                (over intercom)
                   BINGO!

                                SIXPACK
                                (suddenly sitting up)
                   Like I said, that bottle's mine!

     CONTROL ROOM - SAME

     ON Beck at the door and Doc.

                                DOC
                   I want your permission to
                   check that vodka.

     Beck looks at him.  It is obvious that he doesn't trust Doc,
     with the vodka, but he's diplomatic.

                                BECK
                   This is a mining shack, not
                   a lab, Doc.  If there's something
                   strange with the vodka it's safe
                   till we get back.

     UPPER RING CORRIDOR

     ON COBB  Standing watch for DeJesus.  Suddenly the door to
     the Control room opens and Beck walks out.  Cobb grabs a
     walkie-talkie.

                                COBB
                   Beck's coming.

     BECK'S QUARTERS/ ON DEJESUS

     He hears Cobb and freezes.  He looks around--the cramped
     quarters don't offer much in the way of hiding places.

     INTERCUT WITH BOWMAN AND OTHERS IN DORMATORY

     They react similarly to the sound of Cobb on the P.A.

     ON COBB AND BECK/ CORRIDOR

     Beck stops outside his door and sees Cobb.

                                BECK
                   Something wrong, Cobb?

                                COBB
                                (struggling)
                   Uh..Excuse me sir, it's the air
                   recirculating system, sir...

                                BECK
                   What's wrong with it?

                                COBB
                                (thinking fast)
                   ...I'd really have to show it to
                   you.

                                BECK
                                (beat)
                   All right...

     Cobb smiles, he can't believe his luck, then Beck holds up
     the videotape.

                                BECK(cont'd)
                   ...Just let me put this in
                   my safe...

     Before Cobb can react Beck opens the door to his quarters
     and steps inside.

     BECK'S QUARTERS  WE SEE no sign of DeJesus.  Cobb follows
     into the room, looking carefully around for sign of DeJesus.

     In the mirror to Beck's bathroom, Cobb spots DeJesus
     pressing against the wall.  Cobb suddenly starts to sweat
     bullets.  Beck quickly unlocks the safe, opens it, and puts
     the videotape right next to the bottle of Vodka.

     We see Cobb's reaction.  Beck turns.

                                BECK
                   Something wrong?

     Cobb shakes his head weakly and starts to follow Beck out,
     he sneaks a look back at DeJesus in the shadows who gives
     him a thumbs up.

     MESS - LATER

     Five specimen cups filled with vodka.  Bowman takes hers and
     looks at it questioningly.  Cobb watches the door for signs
     of the officers.

                                BOWMAN
                   Cute, DeJesus...Specimen cups?

                                JONES
                   Aw, loosen up, Bowman...
                                (he looks over and
                                notices Willie)
                   Hey, Willie, I got one served
                   up for you.

     Willie shakes her head.

                                WILLIE
                   No, thanks.  I've got my
                   blood tests in three days.

                                DEJESUS
                   That's all you do is exercise.
                   You got to learn to live a little.

                                WILLIE
                   After my astronaut training physical,
                   then I'll tie one on.

                                SIXPACK
                   Forget space cadet, I'll drink hers.

                                COBB
                   Hey what happens it he goes
                   back and finds the bottle missing?

                                DEJESUS
                   He won't...

     He holds up a plastic IV bag filled with clear liquid.

                                DEJESUS(cont'd)
                   I poured the vodka in here.

     Cobb, Jones, DeJesus, Bowman, and Sixpack grin and clink
     glasses, then knock back their vodka.  Afterwards we get
     their reactions.

     JONES:  Looks concerned.
     BOWMAN:  Shakes her head, something's wrong.
     DEJESUS:  Can't get the taste off his tongue.
     COBB:  Seems totally satisfied.
     SIXPACK:  who has held the liquid in his mouth savoring it,
     suddenly spits the vodka out.

                                SIXPACK
                   Shit!  It's water!

                                JONES
                   Beck switched it!

                                DEJESUS
                   Can you beat that?  The sonof-
                   abitch doesn't trust us!

     Willie grins at her co-workers and Beck's move and jogs out
     into the corridor.  Sixpack disgustedly tosses his shot
     glass away and leaves.

                                SIXPACK
                   That little turd.  If I
                   ever get the chance I'll
                   fix his ass.

     The others put down their glasses disappointedly except
     Bowman.  She watches Sixpack.

     DORMITORY

     SIXPACK'S BUNK  He closes his privacy door and hesitates as
     if listening for the others, then he removes a silver flask
     with Cyrillic lettering--the silver object he palmed in the
     Swamp--and smiles as he takes a long pull.  Suddenly WHAM!

     The Privacy door to Sixpack's bunk is slammed open.
     Startled he turns startled to see--BOWMAN.

                                BOWMAN
                   Didn't I ever tell you vodka
                   was my favorite drink?

     She holds out her glass.  Sixpack looks around the Dorm,
     it's empty, then grins sheepishly and pours her a shot.

     CORRIDOR "B"

     ON WILLIE  She is jogging through the corridors.  Suddenly
     there is a GREAT GROANING NOISE.  Willie stops and looks
     through the steel mesh wall into the machine floor.  The
     dark shapes of the machines move monstrously in the dim
     light.  The GROANING ends and she jogs on to the Swamp.

     As she passes the door she notices the light and stops.  Beck
     stands with a clipboard by an equipment cabinet filled with
     the parachute-like Container Transporters we saw outside.
     He sees her.

                                BECK
                   That was a loud one wasn't it?

                                WILLIE
                   After a month of it you'd think
                   I'd be used to it.

     She moves into the Swamp and goes to the Lift Lock, stopping
     under one of the ladders she leaps up and grabs a metal rung
     above her and begins doing her chin-ups as Beck watches her
     lean body easily doing the exercises.

                                BECK
                                (watching her)
                   How's astronaut training?

                                WILLIE
                   Why?  You going to give me hard
                   time like the others?

                                BECK
                   No.  I'm just being friendly.

                                WILLIE
                                (beat)
                   Good...It's going good.

     Beck tries to concentrate on his inventory, but continues to
     watch Willie's sexy, athletic body.

                                BECK
                   Whatever made you want to
                   do a tour down here?

                                WILLIE
                   I need electrical field
                   experience on my resume.
                   Everything helps...
                                (she watches him)
                   Why are you here?

                                BECK
                   Everybody in corporate training
                   serves a tour on the line.  Sup-
                   posed to hone leadership skills
                   or something.

                                WILLIE
                   Has it helped?

     Beck shrugs.

                                WILLIE
                   I guess there's not a lot of
                   adventure in the Control Room.

     Beck looks up and they lock eyes.

                                BECK
                   You think I should hang around
                   more with the crew?

                                WILLIE
                   Well, I always heard you don't
                   "learn" leadership, you earn it.
                                (beat)
                   How did you know they'd get
                   into the vodka?

     Beck looks up from his clipboard and smiles.

                                BECK
                   I guess I figured if I was in
                   their shoes that's what I would've
                   done.

                                WILLIE
                                (smiles)
                   Maybe you're more one of us
                   than you think...sir.

     INT. MESS/ BLACKBOARD - MORNING

     SCREECH!  The chalk shrieks across the blackboard, making a
     "1" over the words "Days Till Pickup."

     Jones looks up from his cereal at Bowman, the culprit with
     the chalk.

                                JONES
                   Puuleeeeze...

     INT. DORMITORY - SAME

     DeJesus puts on his wet suit which goes under his large
     mechanical suit and gets ready to join the others in the
     mess.  He notices Sixpack's privacy door is still closed and
     bangs on it.

                                DEJESUS
                   Hey, Sixpack...Rise and shine
                   amigo...

     There is no answer.  Carefully he opens the door and is
     surprised to find it empty.

     INT. INFIRMARY - SAME

     CLOSE ON Sixpack's eye.  We pull back to see it is being
     examined by Doc who frowns.

                                DOC
                   Let's see your tongue.

     Sixpack obliges as Beck enters.

                                BECK
                   What's wrong?

                                DOC
                   Pretty good imitation of
                   a hangover and I ought to know.

                                SIXPACK
                   Well, it ain't!  It feels a
                   thousand times worse.

                                DOC
                   Where?

                                SIXPACK
                   I...I dunno.  I just feel...
                   wrong.

                                DOC
                   Take off your shirt.

     Sixpack pulls off his shirt.  Doc frowns in surprise.

     WHAT HE SEES:  SIXPACK'S TORSO  There are strange black
     areas, each of them an inch in diameter.

                                DOC (cont'd)
                                (concerned)
                   How long...how long have you
                   had these?

                                SIXPACK
                                (surprised, scared)
                   Shit, Doc...I didn't know I
                   had them.

     Doc peers closely at the skin where it's discolored.  It's a
     different texture.  Beck watches as Doc touches a spot and
     Sixpack screams in agony.  Doc and Beck lock eyes.

     BECK'S QUARTERS - SAME

     CLOSE ON MARTIN on Beck's video monitor.  He is drinking a
     cup of coffee.

                                MARTIN
                   ...as long as you know it's
                   not in your contract.

                                BECK
                   I know that.

                                MARTIN
                   Well, suit yourself, then...its
                   your decision...
                                (he chuckles)
                   Ha ha...a little joke...suit
                   yourself...

     Beck interrupts impatiently.

                                BECK
                   How's the weather for pickup
                   tomorrow?

                                MARTIN
                                (looking at a report,
                                then up at Beck)
                   Beautiful.

     THE SWAMP - MORNING

     The crew members climb into their suits.

                                COBB
                   Bad as he is there's no way
                   we can make our quota with-
                   out his sad self out there.
                   You just can't do it.

                                DEJESUS
                                (angrily)
                   He's tanking on us...

                                WILLIE
                   No...he's really sick.  I heard him
                   last night.  The company will take
                   that into consideration...

                                JONES
                   Honey, the company don't give
                   a flying fuck about "whys," they
                   just look at the numbers and
                   the contract says if we miss our
                   quota they only got to pay us
                   half-pay for the entire month.

                                DEJESUS
                                (convinced)
                   'Cocksucker's tanking on us...

     Suddenly all eyes go to the door, Beck enters.

                                BECK
                                (to DeJesus)
                   No, he's really sick...He won't
                   be going out today.

     The crew increases its bitching...

                                COBB
                   There goes our quota...

                                BOWMAN
                   Thirty days, right down the toilet...

     Beck ignores them and goes to the control rack which sends
     the suits around the room and pushes number 8--his suit.
     DeJesus and Jones share a look.  Bowman and Willie watch him
     carefully.  As Beck's suit stops in front of him the room is
     quiet, they can't believe their eyes.  Awkwardly, Beck
     tries to get into his suit.  Cobb breaks the silence.

                                COBB
                   Excuse me, sir...

                                BECK
                   Is this a contract violation,
                   Mr. Cobb?

                                COBB
                   No sir...I just wanted to know
                   if you needed a hand?

     Beck sees he's sincere, then looks at the others and Willie.
     She nods slightly.  Beck turns back to Cobb.

                                BECK
                                (beat)
                   Thanks...

     INT. THE INFIRMARY - SAME

     Doc and Sixpack.  Doc takes a blood sample, seals it and
     opens a cabinet under the sink where a supply of blood is
     stored in a refrigerated unit.  The plastic bags of blood
     are labeled with the various crew members' names.

     Sixpack watches him from the examination table.  He is
     shivering violently and scared.

                                SIXPACK
                                (he's losing it)
                   Please, Doc...I'm cold...I hurt...

     We see a change in Doc's demeanor.  He is suddenly needed
     and it has touched something in him and we see him rising to
     the challenge.

                                DOC
                   I'm just going to take a tiny
                   piece of skin to look at under
                   the microscope...Afterwards I'll
                   give you a sedative.

     Skillfully Doc takes a skin sample.  Sixpack screams.

     VIEW THROUGH THE MICROSCOPE

     An enlarged view of the cells in alarmingly hyperactivity.
     We see it literally spreading before our eyes.

     ON DOC

     He leans back from the microscope.  There is awe on his face
     for the first time since first year medical studies--and
     there is fear of the unknown.  He looks over his shoulder at
     Sixpack, his shivering has stopped, he lies still on the
     table.

     UNDERWATER

     Lights move in the blackness, but there is an order to the
     actions and a crispness to the voices.  People doing work
     that is moving sharply.  Pride in what they're doing.

                                DEJESUS
                   Okay, number 23's full.

                                BECK
                   Let's get it out of here and
                   bring in a new one.

                                JONES
                   Yes sir...

                                BOWMAN
                   Hook's on 24...

                                BECK
                   Let's have her...

     The Container transporters fill with compressed air and lift
     the container as the miners guide it to the track...

     INT. INFIRMARY/ SHACK - SAME

     Doc is at the console of his computer.  As words appear on
     the screen, obviously in response to his query...

     "...would appear to indicate a virus of unknown origin..."

     Doc shakes his head disgustedly.

                                DOC
                                (to himself)
                   No kidding?  "A virus of
                   unknown origin."  Come on and
                   tell me something I don't know...
                   like what's going on...

     ON SCREEN

     More words come up.  "...no idea..."

                                DOC(cont'd)
                                (typing, angrily)
                   Then take a guess, goddamnit!

     He finishes typing and waits for an answer.  The cursor
     flashes the word "PROCESSING".  Then an answer comes up.
     "Genetic Alteration?"  The words send a chill down Doc's
     spine.

     SWAMP ROOM - LATER

     The mood is happy.  Like a high school football locker room
     after a winning game.  DeJesus climbs out of his suit and
     slaps Beck on the shoulder.

                                DEJESUS
                   Good work out there, Mr. Becky.

     Beck, obviously pleased, looks at the others.  Jones sums up
     the feelings of the entire group.

                                JONES
                   Thank you, sir.

     Beck's grin suddenly disappears at the sight of a flashing
     red light over the intercom.

     INFIRMARY - LATER

     Beck is standing in the doorway of the Infirmary, glaring at
     Doc, who sits with his bottle of Old Granddad.

                                BECK
                   Dead?  This morning you said
                   he had some skin disorder.

                                DOC
                   He did.

                                BECK
                   Well, how the hell does a
                   skin rash kill you in eight
                   hours?!

     Doc looks at Beck wearily and hands him a mask.

                                DOC
                   Here.  Put this on.  You examine
                   him.

                                BECK
                   I'm not a doctor.

                                DOC
                   For this...you don't need to be.

     Beck hesitates, then puts on the mask.

     SICK ROOM

     As Beck enters, masked, Sixpack's back is to him under the
     sheets.  Slowly he pulls back the sheet and recoils from the
     sight.  The black splotches have nearly all grown together.
     His fingers have lengthened and become more webbed.  Most
     dramatically the sores on the sides of his neck have become
     flared and elongated.  Though not bleeding, the open veins
     are visible.

     INFIRMARY

     Doc pours some bourbon in a glass, and takes a sip.  Beck
     enters dazed from the sick room and their eyes meet.

                                BECK
                   The mask is because you think
                   it might be...catching?

                                DOC
                   I don't know.  I've been back
                   and forth with Narragansett Naval
                   all day, consulting with the best
                   people in maritime medicine, the
                   best people in viruses...

                                BECK
                                (impatiently)
                   And?

                                DOC
                   And they didn't believe the
                   symptoms I described...

                                BECK
                                (beat)
                   Why Sixpack?

                                DOC
                   It could be a million things,
                   something in the air, food....
                                (he looks up and
                                locks eyes with Beck)
                   But he went on that ship and so
                   did Williams...
                                (beat)
                   I want to examine the crew.

                                BECK
                                (still in shock)
                   Yeah...right...

     He starts to the door and Doc watches him.

                                DOC
                   I've reported the death to
                   the company.

     INT. THE MESS - SAME

     The mess is quiet.  All eyes are down.  Sixpack's absence is
     noticeable.

                                JONES
                   "Routine," my ass!  Ain't nothin'
                   "routine" about no physical check-
                   up 10,000 feet down...especially
                   when we're getting picked up the
                   next day!

                                COBB
                   He didn't say it was a "routine
                   check-up," he said it was a "routine
                   precaution."

                                WILLIE
                   Must be bad.  Even sick
                   Sixpack never missed a meal.

                                DEJESUS
                   It's this fucking air system....

                                COBB
                   Ain't the food or the
                   air system, he's just sick...
                   Everybody gets sick every
                   now and then.  It's all
                   part of being human!

     Bowman suddenly becomes pale.

                                BOWMAN
                   Well, I must be human because
                   I'm sure as hell sick.

     She gets up from the table and dashes for the toilet.

     INT. SHOWER ROOM - LATER

     EXAMINATION SEQUENCE

     CLOSE ON WHITE SKIN/(COBB)

     Pale skin, fishbelly white with white hairs, seen closely...

                                COBB'S VOICE(O.S.)
                   I guess I'm kinda...outta shape...
                                (a pause, no answer)
                   This skin condition...what is it?
                   Like herpes, or measles, or what?

                                DOC'S VOICE(O.S.)
                   It's difficult to describe.

     Doc is scrutinizing Cobb's flabby body closely.  They're
     alone in the shower room.  Stainless steel, and mirrors.  Doc
     stops and checks a place on Cobb more closely.

                                COBB
                                (watching, nervous)
                   Christ, it'd be a hell of a thing
                   if I went back to the roof with
                   some kind of herpes thing.  My
                   wife wouldn't understand that at all...

     Doc peers closely, satisfies himself that it's nothing.

                                DOC
                   You seem all right.

                                COBS
                                (relieved)
                   She wouldn't understand.  She'd
                   think I was down here fucking
                   my head off.

     DARK SKIN/ PORES  Black skin, seen very close, the pores
     appearing like craters.

     We're looking at Jones' naked body...rippling muscles.

                                JONES
                                (grumbling)
                   This whole thing's unnecessary, Doc.
                   Only "skin problem" I got is
                   white people...
                                (beat, suspiciously)
                   How come you're wearing those
                   gloves?

     INT. SHOWER ROOM/ SMOOTH SKIN - LATER

     Firm, lovely breasts, smooth skin...

                                WILLIE'S VOICE(O.S.)
                   This disease...do you know
                   what causes it?

     Doc turns Willie around and examines her firm naked
     buttocks.

                                DOC
                   Not yet.  You got any ideas?

                                WILLIE
                                (suddenly)
                   You don't think it was from going
                   on that ship do you?

                                DOC
                   That's a possibility.  But if
                   it was that simple why haven't
                   the symptoms begun on you?

     Doc turns away to let her dress.

                                WILLIE
                   You mean I'm okay?

                                DOC
                   You're fine.

     SHOWER ROOM/ TAN SKIN

     DeJesus' body is being examined...tan skin, wiry muscles
     seen very close.  As we move along the skin, it seems every
     moment as if the next instant will reveal a dread blemish...

                                DEJESUS' VOICE(O.S.)
                   What do you mean, "a skin problem"...
                   your skin changes?

     DeJesus, naked, with his back to us.  Doc examines him.

                                DOC
                   It blackens...becomes scaly.

                                DEJESUS
                                (joking)
                   You mean like a fish?

     DeJesus chuckles, but something about the thought stops Doc.

                                DOC
                                (almost to himself)
                   Yes...like a fish...

                                DEJESUS
                                (smiles)
                   I was just joking, Doc.

     CONTROL ROOM - SAME

     Beck sits in his chair reading the TRANSOCEAN OFFICERS
     INSTRUCTIONAL MANUAL.

     INSERT:  The chapter he's on says:  BODY DISPOSAL AT SEA.

     The face of Martin stares back at us.

                                MARTIN
                   Well, according to Maritime law,
                   you, as commander of the Shack
                   have the authority to dispose of
                   the body.  However, the company
                   doesn't want you to do that.

                                BECK
                   What you don't understand is that
                   my crew is in jeopardy.

                                MARTIN
                   But you don't have any proof
                   at this point to assume that
                   this disease is contagious, do
                   you?

                                BECK
                   I'm not anxious to find out, either.

                                MARTIN
                   Beck, trust me.  If the company
                   felt that you or your crew were
                   in any danger we would authorize
                   an immediate emergency pickup.
                   We could be there in a few hours.

                                BECK
                   Do it.

                                MARTIN
                                (beat)
                   Unfortunately.  We can't.

     He picks up a sheet of computer paper.

                                MARTIN(cont'd)
                   There is a typhoon about 600
                   miles off the coast of Baja.
                   It's not coming your way but the
                   Company doesn't want to lose
                   you folks or an emergency ship
                   should it veer your way.

                                BECK
                   What're you saying?  That we're
                   not even going to be picked up
                   tomorrow?

                                MARTIN
                   It shouldn't be a long delay.

                                BECK
                   But it's a delay!  How long?
                   A day?  Two days?!

                                MARTIN
                   Twelve hours, no big deal.  We
                   should know something first
                   thing in the morning.  Don't
                   worry.

     WASHROOM - SAME

     Willie enters the room with several sinks and a couple of
     toilet stalls.  She approaches one of the sinks and pulls a
     toothbrush from the pocket of her robe.

                                WILLIE
                   Bo?  Doc says you're next.

     Just then she hears a retching sound from one of the stalls.

                                WILLIE(cont'd)
                   Bo?...You okay?

     INFIRMARY - SAME

     Willie and Jones help Bowman into the Infirmary.  She is
     weak from nausea.  They help her onto the examination table
     and look around for Doc.  Jones sees a light on in the Sick
     Room.

     SICK ROOK - SAME

     Sixpack's body lies under a sheet in the Sick room.  The
     door opens and Jones looks in, sees Sixpack but in the dim
     light, doesn't realize the sheet covering him, covers the
     body totally.  Jones smiles.

                                JONES
                                (whispers)
                   Hey, Sixpack...Hey, my man...
                   How you feeling?

     There is no answer and Jones slowly approaches the body.

                                JONES
                   Hey, man, we made quota to-
                   day.  No thanks to you, you
                   dog, but we made it...Beck
                   helped us...We just dropped
                   Bowman off.  I hope what you've
                   got ain't catching...

     He is almost to the table and reaches out to touch Sixpack
     when suddenly the body stirs.  Sixpack's foot moves slightly
     under the sheet as if shifting in his sleep.  Jones stops.

                                JONES(cont'd)
                   Oh, man, sorry...you go back
                   to sleep.

     INFIRMARY - SAME

     Jones returns to the examination room.  Bowman is now
     undressed and under the blankets on the examination table.

                                WILLIE
                   Who were you talking to?

                                JONES
                   Sixpack...

                                WILLIE
                   How is he?

                                JONES
                   Sleeping.  No sign of Doc,
                   though.  I'll check the
                   control room.  You look
                   in the shower room...

     They leave Bowman GROANING on the examination table and head
     back to the main corridor.  As they leave WE HOLD ON the
     door to the sick room behind Bowman.

     Bowman writhes on the examination table in pain.  Carefully
     she climbs off the table and goes behind a partition to
     throw up.

     CLOSE ON BOWMAN

     At the sink in the infirmary.  She rinses her face in the
     sink and pulls back her hair, suddenly she stops and brings
     her hands in front of her face.

     INSERT HER HANDS.  Huge clumps of hair have come out in her
     hands.  And then she sees her hands themselves.  Scaly.

                                BOWMAN
                   Oh, God...what's going on?

     She turns and looks at the light on in the Sick Room.  Slowly
     she goes to the door and enters.

     SICK ROOM

     Bowman approaches the body of Sixpack.

                                BOWMAN
                                (panicked)
                   Sixpack...what's going on?

     No answer.  She pulls back the sheet and gasps.

     CONTROL ROOM - SAME

     ON BECK AND DOC.

                                DOC
                                (panicky)
                   You have to call them back.
                   Explain that this is an emergency.

     Jones enters.

                                JONES
                   Excuse me, sir...Bowman's
                   sick.  She's downstairs in
                   the infirmary.

                                DOC
                                (concerned)
                   The infirmary?...

                                JONES
                   Yes sir, ain't that where we
                   usually go when we're sick?

                                DOC
                   We're simply concerned about
                   her...proximity to...

                                BECK
                                (to Jones)
                   Sixpack's dead.

     Jones looks from one officer to the other then grins.

                                JONES
                   Bullshit...I was just talking
                   to him.  I saw him move.

                                BECK
                   What?...

     LOWER RING CORRIDOR - SAME

     Beck hits the floor off the ladder and rushes to the
     Infirmary with Jones.  He opens the door and freezes.

     WHAT HE SEES:  The examination table where Jones left her is
     empty.  The room deserted.

                                JONES
                                (pointing to
                                examination table)
                   I left her here.

     DOC comes up behind them, then turns.  He hears to a HISSING
     SOUND down the ring corridor.  He turns from the others and
     moves slowly toward the noise.

     SHOWER ROOM

     Doc enters the shower room, full of steam and the SOUND OF
     WATER.

                                DOC
                   Bowman?

     There is no answer and he moves toward the shower.

                                DOC
                   Bowman.  It's Doc.  I'm here
                   to help you.

     The water continues to run.  No answer.  Carefully, Doc
     opens the shower door.

     WHAT HE SEES:  Bowman.  Dead.  Her wrists have been cut and
     blood swirls down the drain.

     Doc sadly squats down beside her.  The death effects him
     greatly.  He feels helpless, then suddenly his eyes widen
     and he carefully reaches out and takes Bowman's limp arm,
     turning it supine.  There, running the length of the arm, WE
     SEE the black scales.

     INFIRMARY

     Jones and Beck lay Bowman's body carefully onto the
     examination table in the infirmary.  Through the Sick Room
     door we see the sheet shrouded body of Sixpack.  Doc covers
     Bowman with a sheet as

                                                      WE CUT TO

     THE MESS - LATER

     The remaining crew, Doc, and Beck assembled in the Mess.
     Doc sits quietly, almost in a daze.

                                BECK
                   I can't tell you much about
                   it, except that none of you
                   show any symptoms.

                                DEJESUS
                   And it killed Bo?

                                BECK
                   No...she killed herself.

     ON WILLIE  the news hits her hard.

                                JONES
                   We're getting out of here just
                   in time.

                                BECK
                   There's now a problem with the
                   weather for pickup.  There's a
                   typhoon in our sector...
                   ...We're going to be delayed
                   twelve hours...

                                DEJESUS
                   Typhoon?!

                                JONES
                   Twelve hours!

                                COBB
                   At least we get time and
                   a half.  That's in the contract.

                                JONES
                   Fuck double pay, man!  I
                   want out of here!

     Their argument is suddenly cut short by a NOISE from the
     corridor.  A THUMP!  The crew stops their grumbling and
     listens.  A moment later we hear another THUMP!  Beck looks
     at Jones.

                                BECK
                                (motions for Jones
                                to come with him)
                   Jones...
                                (to the others)
                   Stay here.

     RING CORRIDOR

     Beck leads the way slowly toward the Infirmary where the
     sound is coming from.  Outside the door they hear it once
     more.  THUMP!

     Carefully he enters the Infirmary and WE SEE the
     examination table is empty!  Beck goes to the Sick room and
     stops in the doorway.  Jones moves behind him and his eyes
     suddenly widen.

     WHAT THEY SEE:  Both bodies now are in a motionless, hideous
     conglomeration on the the table.

                                                  SLAM CUT TO

     CLOSE ON HEAVY ZIPPER

     ZZZZZZZZZZZZZZ.  It is quickly pulled shut, running the
     length of a heavy plastic bag, closing both bodies inside.

     INT. CORRIDOR "B" - LATER

     Dressed in their rubber latex suits Cobb, Jones, DeJesus,
     Beck, and Willie carry the body of Sixpack and Bowman in the
     zippered bodybag.  Now, well over three hundred pounds, the
     bodies strange shape and dead weight make it difficult to
     transport.

                                DEJESUS
                   C'mon, Cobb...you're slacking...

                                COBB
                                (angrily)
                   I ain't, goddamnit...It's
                   Jones!..

     Before Jones can argue, Beck cuts them off.

                                BECK
                   Shut up, all of you.

                                COBB
                   Mr. Beck, the contract states that
                   no body can be disposed of without
                   authorization of---

                                JONES
                   Fuck the contract, man!

     The group turns into the Swamp where Doc waits for them by
     the Lift Lock.  Rounding the corner Cobb bangs into the side
     of a bulkhead and drops his corner of the "package."  Like
     dominoes, Willie also looses her grip, then DeJesus.  The
     bodybag splashes into the grimy bilge water making it even
     harder for everyone to get a handhold.

                                BECK(cont'd)
                   C'mon...Lift!

     The group struggles to raise the bodybag and just get it to
     their shoulder when suddenly we go tight on DeJesus's face.

                                DEJESUS
                   Hey!...I feel something.
                   It's moving!  He's alive!

                                COBB
                   I feel it, too...Someone's trying
                   to get out.

     Cobb drops his end intentionally and he kneels looking for
     the zipper.

                                JONES
                   Cobb, what're you doing!

                                COBS
                   But he ain't dead!  He ain't
                   dead.

                                BECK
                   Cobb!  Stop!

     But Cobb grabs the zipper and starts to unzip the heavy bag.
     Beck tries to stop him when suddenly, WHAM!  a DARK
     APPENDAGE RIPS through the zipper and flails like a
     pressurized firehose.  It beats wildly for several second,
     then lashes out at Cobb--ripping a gash on his forearm.

     While Cobb screams in pain, Beck yanks the appendage off
     Cobb's arm revealing a mouth full of needlesharp teeth and a
     sharp tongue-like proboscis which has stabbed Cobb like a
     dagger.

                                COBB
                   It bit me!  It bit me!

     While Beck and Willie wrestle the strong flopping appendage,
     Doc rushes to the Lift Lock.

     DeJesus and Jones struggle to force the lurching bodybag
     into the Lift Lock.

                                JONES
                   Push Hazy!

     The bodybag shudders like a huge cocoon about to lose its
     occupant.  Jones digs his shoulder down into the task just
     as the bag suddenly RIPS in several places.  A tear RIPS
     OPEN next to Jones' head revealing the head of BOWMAN, her
     vacant eyes only inches from Jones' face.

                                JONES
                   Oh, Jesus Christ!  I ain't
                   never gonna sleep again!

     Suddenly a WHINING NOISE sounds behind them.  Beck looks
     back to see Cobb approaching with a battery operated
     underwater chain saw.  He's clearly intending to cut the
     Creature with the whirring blade.

                                BECK
                   No!

                                COBB
                   It bit me!

                                DEJESUS
                   It's Sixpack!

                                COBB
                   I'm going to kill it!

     DeJesus turns to block Cobb while the others continue to
     wrestle the bodybag into the Lift Lock.  The bag suddenly
     splits and a scaly arm protrudes.  It reaches out grabbing
     DeJesus.  Beck pulls him free and yells.

                                BECK
                   Close the Lock!  Now!

     Doc hits the lever.  The elevator doesn't move!

     RRRRRRIIIIIPPP!  A scaly leg rips out of the body bag!

                                BECK(cont'd)
                   Hit it again!

     Doc hits the elevator switch again, harder.

     NNNNNNN!  The Lift Lock door whines closed and a horrifying
     SCREAM rises from the Lock.

     CLOSE ON THE LIFT LOCK

     The end of the appendage is severed in the closing door,
     disappearing unseen into the greasy bilge water.

                                BECK(cont'd)
                   Flush it!

     Doc flips a switch and the SCREAM OF THE VACUUM PUMPS drown
     out the SCREAM in the Lift Lock, the wails of Cobb, and the
     splashing sounds of the severed three-foot section of gory
     muscle which slip silently and undetected under the
     workbench.

     A second later the elevator returns empty, silent,
     bloodstained.

     Beck turns on the video monitor of the exterior Lock.  The
     exterior worklights illuminate millions of bubbles from the
     flush and the struggling movements of the bodybag before it
     grows still once again and disappears beyond the range of
     the Shack lights...into the darkness.

     Beck turns and looks at his savaged crew.  Willie, Jones,
     DeJesus, Doc look like wet-suited butchers.  Splattered in
     blood, numbed by the experience, they are brought together
     by having simply survived.  Jones holds up Willie.  DeJesus
     leans against the bulkhead.  In the far corner Cobb sobs
     quietly.

     SHOWERS - LATER

     Clouds of steam.  Vaguely seen through the steam, Willie is
     scrubbing herself almost desperately, as though the
     spattered blood of the creature had penetrated into her
     skin.  Finally she gives up almost in tears and rests her
     head against the wall of the shower stall.

     DORMITORY - SAME

     Beck and Jones open the privacy door to Sixpack's bunk.
     After some digging which produces five month's supply of
     pornography, the empty flask clatters to the floor.  Beck
     picks it up.

                                BECK
                   I think we just found our
                   problem.

     MESS - LATER

     Cobb pours himself a cup of coffee with a shaky hand.  Jones,
     and DeJesus sit at a table and Willie laces up her shoes for
     a run.  There is a feeling of anger among them.

                                DEJESUS
                   Serves his ass right to get
                   it.  Motherfucker brings that
                   shit onboard.  I hope his
                   fucking ass rots in the sea and
                   is shit upon by the fish.

                                JONES
                   'Fucker could have gotten us
                   all killed.

                                COBB
                   He knew better than that.

     Willie finishes tying up her shoes and looks at them all
     coldly.

                                WILLIE
                   You guys sure weren't so holy
                   when you were shooting that
                   vodka...It could have been you.

     She gets up and walks out into the Ring corridor.

     THE RUSSIAN SHIP

     WE ARE MOVING along the ship's corridor that Willie walked
     looking for Sixpack.

     WE PULL BACK TO REVEAL WE ARE WATCHING A VIDEO SCREEN IN THE
     CONTROL ROOM

     Doc and Beck replay the tape of Willie's search for Sixpack
     on the Russian ship.  On the monitor screen we see Willie's
     POV of the infirmary.  The light dances off the broken glass
     as she turns, then the flash of white we saw before as the
     light moves out into the corridor.

                                DOC
                   Hold it!  Rewind it.

     Beck rewinds it.

     ON SCREEN  we see the scene again.  Light dancing off the
     cabinets.  As the light starts to turn--

                                DOC
                   Stop it.

     Beck pauses the tape.  We see nothing. Doc is confused.

                                DOC
                   Back it up slowly.

     Beck does and we watch Doc's face as he stares intently at
     the screen.  Suddenly he sees it.

                                DOC
                   There.

     ON SCREEN  We see it.  Caught in the turn of the camera, now
     frozen on the screen is the clear gleaming skeletal remains
     of a man.  Only it is clear that this is no ordinary man.
     Fingers and appendages are lengthened and broader than
     normal.  But it is the large head and long sharp teeth that
     especially catches our attention.

     MESS - SAME

     ON A BEAUTIFUL BAVARIAN SETTING

     as a hand suddenly moves into frame and we see the scene is
     actually one of DeJesus' jigsaw puzzles.  He takes a piece
     of blue sky from the hundreds of pieces on the table and
     places it perfectly into position on the puzzle.  Jones
     watches him amazed.

                                DEJESUS
                   You know that Innsbruck
                   has 64 square miles of ski
                   slopes, man?  Think about that.
                   Sixty-four square miles.

     He picks up another piece of blue sky and effortlessly fits
     it into place as Jones watches.  It's blowing Jones' mind.

                                JONES
                   How'd you do that?

                                DEJESUS
                   What?  That?...I've done this
                   one before.  You hungry?  I'm
                   hungry.

     He gets up to go into the mess and Jones looks at him in
     amazement.

                                JONES
                   Hungry?  After what we just
                   went through I may never
                   eat again.

     ON WILLIE

     She jogs down the corridors toward the Swamp.  The Shack
     CREAKS and Willie looks down through the grating passing
     below her feet.  It is dark down there.  Her feet pound off
     the metal grating.

     LOW ANGLE  We watch Willie from below as she jogs past.  THEN
     WE TILT DOWN to the dark, still water of the bilge.  Suddenly
     something stirs in the water--a ripple like a trout in a
     stream.

     CONTROL ROOM - SAME

     Using a computer plotting program to measure the dimensions
     of the skull on the videotape, Doc enters these measurements
     as they are read off to him by Beck.  As each of the
     measurements go into the computer an image of a skull begins
     to appear on the computer screen, followed by a name:
     DANAKIL MAN.

                                BECK
                   They found this?

                                DOC
                   No.  I think they isolated
                   him in genetic engineering.
                   Homo aquaticus...

                                BECK
                   Was there such a thing?

                                DOC
                   Danakil man?...one of our
                   ancestors.  Named for the
                   Danakil Alps in Ethiopia.

                                BECK
                   Not exactly a big ocean
                   country.

                                DOC
                   It was when it counted a couple
                   of million years ago when the
                   seas came in and drove us into
                   the water.  Most homo sapiens
                   didn't make it...Danakil man...
                   adapted.

     ON WILLIE

     running.  She jogs past the machine room.  Looking in, the
     machines seem alive, pulsing, the beating heart of the
     Shack.  There is something else though.  We feel something
     in there watching her.

     CONTROL ROOM

     On Doc.

                                DOC
                   Some say that's why we're
                   basically hairless, for less
                   water resistance, faster swimming
                   speeds...

                                BECK
                   But what about those scales...
                   or that leech-like thing that
                   bit Cobb?

                                DOC
                   Why stop with just one aspect
                   of marine life?  Why not incorporate
                   the best genetic components the
                   ocean has to offer?...

                                BECK
                                (pointing to screen)
                   Well, if they were perfecting an
                   aquaman, then why's there a dead
                   one onboard that Russian ship?  Why
                   isn't he out swimming around?

     Doc looks up at the image on the screen.  The huge skull
     stares back hauntingly.

                                DOC
                                (beat)
                   He obviously lacked something
                   in his environment.

     DORMITORY - SAME

     ON COBB  He sits on his bunk and peers under his bandage.
     He turns on an overhead reading light and looks again.
     Suddenly a voice startles him.

                                JONES' VOICE
                   Turned black yet?

     At first startled, Cobb recovers and answers sharply.

                                COBS
                   That ain't funny.

                                JONES
                   Relax, Cobb.  If it was
                   going to turn, it would have
                   done its trick by now.

                                COBB
                   That's easy for you to say.
                   You ain't the one that got bit.

     Jones starts to leave when he suddenly notices something on
     Cobb's bunk.  He picks it up and we see a photo of Cobb's
     family.

                                JONES
                   Don't tell me you're getting
                   soft on us, Cobbie?  You're
                   the fellow who always said--

     Cobb snatches the photo back from Jones and glares at him
     with the same old, hard "Cobb look."

                                COBB
                   Nothing's changed, goddamnit!

     Jones leaves, and Cobb waits till he is gone then looks back
     at his photo.  His look changes, softening.  Absently he
     scratches his bandage.

     SWAMP

     Willie enters and checks her running time on her watch.  She
     bends over to catch her breath then straightens suddenly.

     OVERHEAD SHOT

     WE are watching her from above.  For a moment she is quiet
     as if listening for a noise somewhere in the Swamp.  She
     looks around slowly and her eyes come to rest on the
     Workbench.

     MESS - SAME

     DeJesus looking for food.  In the gloom of fluorescent
     lighting he opens and closes various cabinets looking for a
     snack.

     He notices that the floor's wet near the sink.  He frowns
     and hears a SMALL NOISE, like something shifting slightly.
     He moves to investigate, crouching low, peeking into the
     shadows under the sink, into a litter of cleanser bottles,
     pails, rags...All he can see are shadows.  He looks more
     closely, actually sticking his head under the sink when

     SUDDENLY SOMETHING TOUCHES HIS SHOULDER FROM BEHIND!  DEJESUS
     JUMPS, BUMPING HIS HEAD ON THE SINK AS HE WHIRLS TO SEE.

     JONES, looming over his shoulder, looking down at him.

                                JONES
                   Man, everybody is jumpy...
                   What are you doing?

     Not fully recovered from the start, DeJesus rubs his bruised
     head.

                                DEJESUS
                   Getting some food.

                                JONES
                   Under there?

     DeJesus gets to his feet, points at the water under the
     sink.

                                DEJESUS
                   Look.  Water.

                                JONES
                   Probably the plumbing.  You
                   gonna make me finish that puzzle
                   by myself, or what?

     DeJesus continues to scrutinize the water then looks back at
     Jones.

                                DEJESUS
                   No, I'll be right there.

     He looks down at his sandwich as Jones starts out of the
     galley.  Something is missing.

                                DEJESUS
                                (to himself)
                   Mustard.  Need mustard...

     He opens the refrigerator and finds the mustard jar empty.

                                DEJESUS
                                (muttering to himself)
                   Sixpack...

     He throws the jar in the trash then opens the cabinet next
     to the refrigerator for a new jar, and reaches inside.

     SUDDENLY, LIKE A SNAKE, A TWO FOOT CHUNK OF MUSCLE ATTACHES
     TO DEJESUS'S WRIST!  WITH HIS FREE HAND DEJESUS TRIES TO RIP
     THE TWISTING, WRITHING THING OFF.  PULLING AT IT HE REVEALS
     PART OF SIXPACK'S FACE--ONE EYE AND PART OF HIS
     MOUTH--UNDERNEATH THE SURFACE.

     DeJesus falls against the side cabinets screaming and
     causing an avalanche of pots and pans.

                                DEJESUS
                                (in pain)
                   Ahhh!

     INSIDE THE MESS

     Jones is now putting a piece of the puzzle into place when
     he hears THE CLATTER OF POTS AND PANS.

                                JONES
                   Hey, Hazy...what're you doing
                   now...cooking?

     There is no answer and Jones looks up.

                                JONES(cont'd)
                                (concerned)
                   Hazy?...

     He goes to the door and looks in.  His eyes widen at the
     sight of DeJesus staggering toward him with the squeezing
     hunk of muscle.

                                JONES(cont'd)
                   Holy shit!

                                DEJESUS
                   Help me, Jonesy.  Oh, God,
                   help me!  It's getting inside
                   me, I can feel it!

     He keeps coming at Jones who backs away slowly from his
     friend.

                                JONES
                   Hazy, please...I'm going to
                   get you some help, man...just
                   don't touch me...

     Jones finds himself backing away until he is by the door to
     the Galley.  He closes it, rushing through into the Mess to
     the Ring corridor where he runs into Cobb.

                                COBB
                   What's going on?

                                JONES
                   It's Hazy...It's got him!
                   Stay here and don't let him
                   out.  I'm going to get the Doc.

     Jones runs out and leaves Cobb by the door.  Cobb watches
     him go.  As the noise in the Mess intensifies, we hear
     banging on the door, then DeJesus' anguished cries.

                                DEJESUS
                   Help me!  Help me!

     Cobb backs slowly down the corridor toward the dorm.

     UPPER RING CORRIDOR - SAME

     Jones meets Beck and Doc leaving the control room.

                                JONES
                   It's got Hazy!

                                BECK
                   What has?

                                JONES
                   One of those chunks of
                   Sixpack!  Like a big leech,
                   with those teeth!...

                                DOC
                   We've got to get him to the
                   infirmary.

                                JONES
                   What are you going to do to
                   him?

                                DOC
                   I'm going to try to remove it.

                                JONES
                   I've got Cobbie downstairs
                   watching the door.

     INT. LOWER RING CORRIDOR - SAME

     Deserted.  There is no sign of Cobb and the door to the mess
     stands open.  The mess is empty.  Beck is the first one down
     the ladder followed by Jones.

                                JONES
                   Cobb?  Hazy?  Oh, shit...He's
                   gone...

     Cobb returns with a mining tool.

                                JONES
                   You let him get away!

                                COBB
                   I ain't doing nothing for that
                   thing without something to
                   defend myself.

                                JONES
                   That thing happens to be
                   my friend.

                                BECK
                   Shut up, both of you!  We've
                   got to find it.

     Beck suddenly looks around noticing something.

                                BECK(cont'd)
                   Where's Willie?

                                COBB
                   Oh, God, she's out there...

                                BECK
                   Jones...come with me.  Cobb,
                   you and Doc check the rooms.

     INT. THE LOWER "B" CORRIDOR - SAME

     Jones and Beck move down the spooky corridor toward the
     Swamp.  Overhead, water moves through the desalinization
     conduit.  Jones eyes it warily.

     SWAMP

     They enter the quiet Swamp.  The suits hang silently like
     sleeping monsters.  Beck steps into the equipment room.

     Jones walks along the suits which hang in front of him.
     Their empty masks stare at him hauntingly.  He reaches the
     end and stands in front of the ladder where we earlier saw
     Willie doing chin-ups.  He looks down and sees her headband
     floating in the bilgewater.

                                JONES
                   Willie...

     Suddenly Willie lowers herself from the bar behind him.

                                WILLIE
                   Yeah?

     The sudden sight of her nearly gives Jones heart failure, he
     stumbles backwards into the ankle deep water and Willie
     drops from the bar laughing.

                                WILLIE
                                (grinning)
                   What on earth's the matter
                   with you?

                                JONES
                   I ought to smack your face!

     Willie picks up the strain in Jones' voice, her smile fades.

                                WILLIE
                   What's wrong?

                                JONES
                   DeJesus...It's got him.

     THE EQUIPMENT ROOM - SAME

     Jones, Willie and Beck move quickly.  Beck pulls a portable
     laser drill which fits into the arm of the mechanical suits
     and attaches a portable power unit to the back.  Turning it
     on it becomes a sinister close-range weapon.

     Willie opens an equipment cabinet and reveals deflated
     container transporters.  Beck notices and then looks up at
     Jones who opens a locked cabinet and takes out the bicycle
     pump/earthquake device we saw Willie use earlier.

                                BECK
                   I thought they were your friends?

                                JONES
                   Were, Doss were.

     Beck reaches out and takes the powerful weapon away from
     him.

                                BECK
                   You fire that in here and
                   you'll bring the whole place
                   down.

     Jones thinks about it for a moment, then reaches for one of
     the Acetylene tanks.  He lights the end of it and a long
     blue tongue of flame whips out the door into the Swamp.
     Jones grins.

     INFIRMARY - SAME

     Doc and Cobb move into the Infirmary.  Doc goes into his
     office.  He takes three scalpels out of an equipment drawer
     and then looks up, through the levolor blinds into the
     infirmary.  What he sees upsets him.

     INT. SWAMP - SAME

     Jones working the intercom.

                                JONES
                                (to intercom)
                   Jones to Doc.  Doc?...Cobb?

     He looks back to Beck, concerned.

                                JONES(cont'd)
                                (to Beck)
                   Think it got 'em?

                                BECK
                   No, it's not going through.
                   The intercom's busted.  I thought
                   DeJesus fixed that?

                                JONES
                                (beat, realizing)
                   He did.

     INFIRMARY - SAME

     Doc leaves his office and slowly goes into the Infirmary to
     the storage counter across the room--where the blood is
     stored.  WE SEE what disturbed him...the door to the
     refrigeration unit is ajar.  Doc opens the door to the
     cabinet.  The plastic bags are now empty.  Each one has been
     drained.

     LOWER RING CORRIDOR - SAME

     Cobb moves out of the Infirmary, carefully down the eerie
     corridor, his mining tool in front of him for security.
     There is a sinister feel to the place.  Each step only
     reveals a little bit of space ahead of him.  Suddenly he
     stops.  In front of him across the hall a cabinet which
     says:  ONBOARD COMMUNICATIONS, is torn open.  It is where
     DeJesus fixed the intercom the day before.

     CLOSE ON THE CABINET

     The door is shattered.  Carefully, Cobb opens the door and
     WE SEE the guts of the wiring have been torn out--the entire
     system has been disabled.

     Cobb carefully examines the damage WHEN SUDDENLY A SCALY
     HAND-LIKE APPENDAGE slams into the cabinet door trapping
     COBB and sending his weapon to the floor.  Cobb turns
     directly into

     THE LEECH-LIKE MOUTH!  It's sharp teeth shine in the light,
     poised to strike.

     Cobb's eyes closed, screams like a maniac, waiting for the
     tentacle to attack.  Then suddenly an UNGODLY SCREAM echoes
     in the corridor.

     COBB opens his eyes to see the tentacle gone.  Doc is
     holding the smoking mining drill, his eyes glazed, as if he
     has seen the devil itself.

                                COBB
                   What happened?

                                DOC
                                (absently)
                   It...almost got you.

                                COBB
                   What was it?

     Doc shakes his head dumbly.  He is in total shock.

     THE MESS

     The remaining group is assembled around the table.  Jones
     watches the door with one of the homemade flamethrowers.  He
     listens.

                                COBS
                                (excitedly)
                   I saw it!  It's big!

                                BECK
                   Big?

                                JONES
                   Bigger than DeJesus?  How?

                                DOC
                   It's had a meal.

     He holds out the empty blood bags.  A change has come over
     Doc since Bowman's death.  The experience has slightly
     deadened him.

                                WILLIE
                   It needs blood?

                                JONES
                   Fucking great...You telling
                   me we got a fucking dracula
                   in here with us?

                                DOC
                   It would explain the suction-
                   like appendages.

                                JONES
                   Like a leech.

                                BECK
                   That's why there's a dead one
                   on the ship.  It ran out of blood.

                                JONES
                   What dead one on the ship?

     He looks from Doc to Beck.

                                JONES(cont'd)
                                (sharply)
                   Someone want to let the rank
                   and file in on your little
                   secret?

     Doc looks at Beck, then Jones.

                                DOC
                   The monster appears to be
                   a genetic aberration...

                                JONES
                   No fuckin' lie...

                                DOC
                   ...It has many traits of deep
                   sea marine life...regeneration,
                   scales, gills, even a period
                   of dormancy...
                                (more to Beck)
                   but the fact that it remembered
                   where the plasma was stored, or
                   where the communication wiring was,
                   may imply that it has some other
                   quality...

                                COBB
                                (panicky)
                   What?...What?

     Beck locks eyes with Doc.

                                BECK
                                (to Doc)
                   That it acquires intelligence
                   from its victims?

                                DOC
                   Intelligence may not be the right
                   word...

                                JONES
                   Fuck semantics, Doc!
                   You saying its like part
                   DeJesus, part Sixpack, part
                   Bowman?!

                                DOC
                                (tiredly)
                   I don't know.  I'm guessing.

                                COBB
                                (losing it)
                   I say we should go get in the
                   escape bubbles and get the hell
                   out of here!

                                JONES
                   And hit the surface in the
                   middle of a typhoon?...No, thank you.
                   I'll take my chance down here.

     Willie looks at Beck.

                                WILLIE
                   What can we do?

                                BECK
                   Our only chance is to lure
                   it to the Swamp and flush it
                   like we did the other.

                                COBB
                   And how're we going to do that?

     Beck checks his flamethrower and looks at Jones.

                                                     TIME CUT TO

     THE MESS - LATER

     ON BECK  He flexes his arm as a needle is taken from it.  WE
     SEE a half-pint of blood in a bag, held by Doc.  He secures
     it and hands it back to Beck.

                                DOC
                   Be careful with it.

                                BECK
                   Don't worry, I don't want to
                   give up any more.

     He looks over at Jones who watches the door.  Jones looks
     back and nods.  The coast is clear.

     LOWER RING CORRIDOR - SAME

     The door to the Mess opens and Beck slips into the shadows
     of the hall.  A second later Jones follows.  In the dim
     light they begin moving toward the Lower "B" corridor to the
     Swamp.

     MESS - SAME

     Cobb, Doc and Willie alone in the Mess.  Cobb scratches his
     bandage.  Doc notices.

                                DOC
                   Still bothering you?

                                COBB
                   Itches like hell.

                                DOC
                   Take it off and let me have
                   a look.

     Cobb pulls back the bandage and looks at the gash.

     INSERT COBB'S WOUND  Pink and healing.

                                DOC
                   Looks good to me.  I'll re-bandage
                   it, though.

     He looks at Willie.

                                DOC(cont'd)
                   Willie, would you clean it
                   for me.  I'm going to the
                   infirmary for supplies.

     He turns and Willie stops him with a firm grip.

                                WILLIE
                   You can't go out there alone.

                                DOC
                   I'm the Doctor.  I have to
                   do what's best for this crew.
                                (he pulls away)
                   I need my bag.

     THE LOWER RING CORRIDOR - SAME

     The door opens and carefully Doc steps out into the
     corridor.  He looks toward the Infirmary then starts up the
     ladder to the Upper Level instead.

     CLOSE ON DROPS OF BLOOD INTO A SMALL POOL

     a grisly sight.

     WE PULL BACK TO REVEAL the drops coming from the plasma bag
     of Beck's blood.  Beck stops the drip and moves on into the
     darkness of the corridor.

     CONTROL ROOM

     Doc moves behind the computer keyboard in the dim light of
     the Control room.  His face lit by the computer monitor.  He
     types furiously.

     COMPUTER SCREEN

     "Emergency Escape Bubbles...ready for activation..."

     DOC pauses looking at the message, then moves his hand to
     the SEND command and presses it.

     THE MESS - LATER

     Willie prepares a clean bandage as Doc examines the cut.  He
     smiles at Cobb like a friendly country doctor.  The tired look
     now gone from his eyes.  He seems revitalized.

                                DOC
                   There, good as new.  Just
                   keep your paws off of it.
                                (to Willie)
                   Do you have the new bandage ready?

     She nods.  Doc turns back to the sink and Cobb holds out his
     arm to let Willie put the new bandage on.  As Cobb's arm
     comes up we suddenly notice a slight movement under his
     shirt.  Willie stops just before applying the bandage.  The
     movement intensifies--like snakes moving wildly beneath the
     cloth.  Cobb whitens...breaks out in a sweat.  Willie backs
     off.

                                WILLIE
                   Doc?...Doc!

     She steps back and Doc moves into her place as suddenly a
     leech-mouthed tentacle erupts from Cobb's waist.  It's razor
     sharp proboscis punctures Doc's chest right at the heart and
     the leach mouth with it's hundreds of teeth attaches with
     vacuum-like suction.

                                DOC
                   No!

     But it is too late.  Willie falls back screaming as Cobb's
     gash RRRRRRRIPS OPEN!  THE FLESH OPENING GROTESQUELY FROM
     THE INSIDE AND INVERTS SCALY--SPREADING OVER COBB'S BODY
     LIKE A BUSHFIRE!

     CORRIDOR "B"

     CLOSE ON THE POOL OF BLOOD

     A huge shadow falls over the pool left by Beck.  A scaly
     tentacle suddenly whips across the floor.  The DEJESUS
     CREATURE!  WE SEE THE FLASH OF ITS APPENDAGES.  IT'S HEAD.
     AN EYE OPENS AND LOOKS UP.

     WHAT IT SEES  The outline of Beck lying "hurt" fifty feet
     away.

     It starts down the corridor toward it's prey--Beck.

     ON BECK

     A little behind him with the homemade flamethrower, Jones
     waits in the shadows.  Suddenly Beck hears something.

                                BECK
                                (whispers)
                   I hear something. Don't fire
                   until we're both in the Swamp.

     Jones moves a little farther back.

                                BECK(cont'd)
                   Don't let him see you.

                                JONES
                   Don't worry...

     As the Creature approaches WE SEE Beck stand up like a
     wounded animal.  He begins dragging his "injured" leg behind
     him as he retreats toward the Swamp.  THE FOOTSTEPS MOVE
     FASTER.  IT'S CLOSING!

     INT. RING CORRIDOR - SAME

     ON WILLIE  She bursts out the door to the MESS and heads
     toward Corridor "B."

     DOOR TO THE SWAMP

     Beck moves through the door to the Swamp and positions
     himself by the door.  He looks back and WE SEE Jones for the
     first time, flamethrower poised, ready to fire.

                                JONES
                   C'mon baby c'mon...

     ON THE SHADOW OF THE CREATURE

     It moves steadily toward the door, moving right to the
     doorway.  Carefully it moves a dark, horrible hand-like
     appendage inside the doorframe.

     ON BECK AND JONES

     poised to kill when suddenly both men hear the same thing.

                                WILLIE'S VOICE(O.S.)
                   Beck?  Jones!?

     ON WILLIE

     She turns the corner and freezes.  There, less than ten feet
     away is the Creature.  A tentacle whips excitedly like a
     tail!

                                WILLIE
                   Oh God...

     AS THE CREATURE starts to turn for Willie, Beck suddenly
     closes the vault-like door to the swamp on Creature's hand,
     trapping it vise-like in the door.

                                BECK
                   Run Willie!  Run!

     The Creature throws back its head and SCREAMS in pain as the
     heavy door severs its appendage.

     ON BECK AND JONES

     As the writhing hand-like appendage squirms in front of them
     Jones blasts it with his flamethrower until the hand curls
     like a piece of bacon and it ceases to move.

                                JONES
                   Well done.  Just like
                   momma makes 'em.

     Beck opens the door--the corridor is empty.  Willie and the
     creature are gone.

     ON WILLIE RUNNING

     She heads back toward the Ring corridor around the inner
     path toward Corridor "A".  In a full run now, every panel
     and instrument looks even more sinister--where is Cobb/Doc
     CREATURE?---

     ON THE DEJESUS CREATURE'S SEVERED APPENDAGE

     As the Creature moves after Willie we see its bloody stump
     suddenly sprout a new appendage!  Like a starfish it grows
     another leech like tentacle to replace the one it lost.

     ON WILLIE

     She turns down Corridor "A".  A NOISE overhead in the water
     conduit causes her to look up WHEN SUDDENLY A BLACK ARM
     REACHES OUT FROM THE SHADOWS, AND PULLS HER INTO THE DARK
     DOORWAY TO THE MACHINE FLOOR----IT IS JONES!  He pulls her
     between him and Beck in the shadows.

                                BECK
                                (whispered)
                   Where's Cobb and Doc?

                                WILLIE
                                (recovering)
                   Cobb's cut...It was in him!
                   It got Doc...

                                JONES
                   Oh man, that's just great...

                                BECK
                   C'mon.

     CONTROL ROOM

     Beck is followed inside by Jones and Willie.  It is empty.

                                BECK
                   Lock the door.

     Jones rolls the large vault-like door closed and locks them.
     Beck goes to the console and checks the instruments.
     Suddenly he sees something that causes him to freeze in his
     tracks.  A red light blinks ominously on the console.

                                BECK
                   Shit!  He sent them all.

                                WILLIE
                   The escape bubbles?

     She and Jones stop in front of Doc's console.

                                JONES
                                (gravely)
                   Look at this.

     Beck looks at Doc's computer screen.

     ON SCREEN WE SEE DOC'S MESSAGE:  "...hope that our sacrifice
     will mean that the human race will never know this awful
     mutation..."

                                WILLIE
                   What is it?

                                JONES
                   The good doctor signed our
                   death warrant.

     SUDDENLY THERE IS A TREMENDOUS BANGING ON THE DOOR!  LIKE A
     HUNDRED SLEDGEHAMMERS POUNDING THE HEAVY STEEL DOOR TRYING
     TO BREAK IT DOWN.  Jones readies his weapon but just as
     suddenly, the BANGING STOPS.  Beck, Willie and Jones all
     nervously exchange looks.

                                WILLIE
                   Well, at least we're safe inside
                   here.

                                JONES
                   For how long?

     Beck slides behind the Console and quickly types in a
     message.  WE SEE IT ON THE SCREEN.  "SHACK SIX REPORTING.
     PLEASE DISREGARD PREVIOUS MESSAGE---"

     SUDDENLY MARTIN'S FACE APPEARS ON THE VIDEO SCREEN.

                                MARTIN
                   Thank goodness, you're still
                   alive!

                                JONES
                                (yells nervously
                                at the screen)
                   Hey, man, you better get
                   your ass out here right now
                   and get us.  You hear me,
                   motherfucker?  Right now!

     Martin smiles calmly back at the three of them.

                                MARTIN
                   Please relax, Mr. Jones.  Every-
                   thing is under control.  Naturally,
                   when we received Dr. Warren's
                   message we were concerned but
                   would never have deserted you.

     Jones lets out a breath.  Willie stares straight at the
     screen.

                                WILLIE
                   When are you coming for us?

                                MARTIN
                                (smiles nervously)
                   Well, that's the bad news.
                   The typhoon did turn your way.
                                (he looks at weather
                                printout)
                   Right now it is on a course--

                                JONES
                   Just answer the question, man!
                   When are you coming?!

                                MARTIN
                                (beat)
                   Hopefully in the next 48 hours.

                                BECK
                   Forty-eight hours!

                                MARTIN
                   I realize you must have gone
                   through hell--

                                JONES
                   Gone?  Man, we're still here!

                                MARTIN
                                (firmly)
                   I can't change the weather.
                   Try to get some rest.  I'll
                   keep you posted.

     He turns off his screen and the picture in front of Beck,
     Jones and Willie goes blank.

                                BECK
                   He's right.  Why don't you get some
                   rest.  I'll stand the first watch.

                                             TIME CUT TO

     CONTROL ROOM - LATER

     Jones sits near the vent sound asleep, his weapon across
     his stomach.  Near him Willie lies still, eyes open.  She
     watches Beck across the room, standing at the window.

     He stares outside into the darkness for a moment, then
     as if a thought suddenly occurs to him he looks at the
     blank computer screen.

     CLOSE ON COMPUTER SCREEN

     "Request weather summaries January 14-21."  The cursor
     blinks back ominously then races across the screen.  "FILE
     CLOSED."

                                BECK
                                (to himself)
                   Martin, you asshole...

     Suddenly he hears a voice behind him.

                                WILLIE
                   They know, don't they?

                                BECK
                                (quietly)
                   Yeah...I think they're just
                   deciding what to do with us.

                                WILLIE
                   Maybe they already have.

     She moves into Doc's seat in front of the console and calls
     up the stock market program that Bowman was monitoring
     earlier.

     ON SCREEN  WE SEE:  Stock prices.

     Willie types in a series of commands.

                                BECK
                   What are you doing?

                                WILLIE
                   Seeing how my stock's doing...

     ON SCREEN:  The words TransOcean Corp.  The capsulized report
     comes up on screen:  "TransOcean Corp. took a bath on world
     markets today when news of a tragic mining accident was
     revealed to investors.  The Board of Directors...."

                                WILLIE
                                (impatiently)
                   Where?....

     She scrolls forward in the report and suddenly freezes the
     words.

     THE SCREEN:  "...accident took place in Shack Six, Southeast
     Sector of Pacific Zone 10...Seven dead.  All bodies
     missing."  Their names follow.

     ON WILLIE  as her name comes up she shivers.

                                BECK
                   I can't believe they'd
                   just leave us.

     A voice behind them causes them to turn.

                                JONES
                   Welcome to the union, boss.
                   We're all expendable.

     He is now awake.  He sits up against the air vent.  Suddenly,
     Beck listens, the room is deathly silent.  He looks over to
     the air vent.  Jones is listening also.

                                WILLIE
                   What is it?

                                JONES
                   The air's stopped.

     WHOOP!  WHOOP!  Suddenly a KLAXON HORN sounds hysterically.
     A blue light on the console blinks on and off.  It says
     "AIR."  Beck turns to the instruments.

                                BECK
                   We're on backup air.

                                WILLIE
                   How much time does that give
                   us?

                                BECK
                   Less than an hour.  It's ruptured
                   an air duct.

                                WILLIE
                   Can't we fix it?

                                JONES
                   There're twenty miles of
                   pipe in the bilge, they
                   could have tapped-in anywhere.

     SUDDENLY WE HEAR A SOUND WE HAVEN'T HEARD IN A LONG TIME.
     The RATTLE THAT JONES AND COBB FIXED.  Jones and Beck home
     in on the tell-tale noise.

                                JONES
                                (almost to himself)
                   Cobb...Job security...

     He locks eyes with Beck.

                                BECK
                   They're drawing us out.

     He leaves his seat and Jones checks his weapon as Willie
     watches.

                                WILLIE
                   You can't go out there, that's
                   what they want.

     Beck checks his make-shift flamethrower.

                                BECK
                   We don't have much choice...
                   without air, the internal
                   pressure will fall and--

                                JONES
                   Crunch...Implosion.

     Willie watches them a moment then picks up one of the mining
     tools, the laser-drill, she powers-it up to check it.  Her
     action stops both men and she catches their looks.

                                WILLIE
                   You don't think I'm sitting
                   in here, do you?

     INT. CORRIDOR "A" - SAME

     Carefully the three move into the Lower Ring Corridor.  As
     they move we suddenly hear a new sound, DEEP, LIKE DISTANT
     THUNDER.  The sides of the shack tremble slightly.

                                WILLIE
                                (low)
                   The shack...

                                JONES
                   She's wondering what's
                   happening.  We're losing
                   air faster than I thought.

                                BECK
                                (to Jones)
                   Which way?

     Jones moves to the lead and turns down Corridor "A."

     INT. CORRIDOR "A"

     The SOUND of the power-wrench removing the bolts from the
     flooring.  The cover is removed and Beck and Jones peer down
     into the darkness.  Willie stands guard with the flame-
     thrower.

     ON JONES  He peers into the darkness below.  He wasn't a big
     fan of the bilge even before the Creature, now he's scared
     shitless.

                                BECK
                   I'll go first.

     Before Jones can protest Beck drops the ladder and climbs
     down into the dark bilge.  Jones waits till he's at the
     bottom, then starts down behind him.  Willie looks back.

                                WILLIE
                   Don't spend all day down
                   there.

                                JONES
                   Don't fuckin' worry, I
                   ain't.

     BILGE

     From somewhere in the darkness we hear the HISSING SOUND OF
     ESCAPING OXYGEN and the FAMILIAR RATTLE OF THE AIR SYSTEM.
     As soon as Jones reaches the bottom rung Beck shines a light
     into the eerie underground area.

     Pipes run overhead and on the walls.  A broken electrical
     conduit sparks over their heads.  The floor is ankle deep in
     greasy water.  They start toward the noise.

     ON WILLIE

     Her back is to the solid wall(outside wall).  Her eyes move
     from one end of the corridor to the other, not lingering
     long enough to distract her.  Sweat runs down her face and
     we hear another tremor in the Shack.

                                WILLIE
                                (to herself,
                                calming herself)
                   Okay, Williams...let's hear a
                   tune.
                                (beat, quietly
                                at first)
                   "Off we go...into the wild
                   blue yonder..."

     ANOTHER RUMBLE FROM THE SHACK causes her to pause.  She
     catches her breath and starts again.

                                WILLIE(cont'd)
                   "...flying high into the sky..."

     She suddenly looks into the Main machine area (behind the
     wire mesh of the other wall).  Was it something moving?

     BILGE

     ON BECK  He moves around a corner we recognize from before
     with Jones' and Cobb's repair.  Beck floods the area with
     light and the break in the line is visible.  The pipe has
     been torn from the wall, it is totally unreparable.  What's
     worse, electrical wires hang down, showering sparks into the
     water.

                                JONES
                   Jesus Christ...

                                BECK
                   Can you fix it?

                                JONES
                   No way...

                                BECK
                   Think!  Can we stop it?!
                   Block it up?!  Shut down
                   the line somewhere?!  Think!

                                JONES
                   I am thinking, man!  You
                   think I want to die!  I am
                   thinking!  I--

     Suddenly his eyes widen.  Beck sees this and turns.  In his
     light WE SEE THE GLINT OF LONG TEETH AND THE HUGE BLACK
     FRAME OF THE COBB/DOC CREATURE!  It's leech-like appendage
     whipping in front of it like an excited cat's tail.  Before
     it can strike, Jones pushes Beck out of the way and fires a
     blast of flame from his flamethrower.  The CREATURE SCREAMS
     and disappears.

     As Beck falls his light lands in the bilge water and goes
     out sending the bilge into greater darkness.

                                JONES
                   I hit it.  But I can't see
                   it!  Can you see it?!

                                BECK
                                (standing)
                   No.

     Jones looks back at the ruptured pipe and suddenly has a
     thought.

                                JONES
                   The Swamp.  There's an over-
                   ride switch in the Swamp.

     They start for the ladder when WWWWHHHHHHHHIP! out of the
     darkness the appendage wraps like a bullwhip around Jones'
     arm.  The deadly proboscis, which stabbed Cobb, is poised
     like a dagger about to be plunged into the black man's
     thigh.

                                JONES
                                (screams)
                   Ahhh!

     Instinctively Beck whips out the mining saw and severs the
     tentacle.  The unseen Creature's SCREAM echoes through the
     Bilge.  Beck grabs Jones by the arm and pulls him toward the
     ladder.

                                BECK
                   Hurry...Get out!

     Quickly they slosh toward the ladder and hole in the floor
     fifteen feet away, moving closer...ten...eight....then
     suddenly ANOTHER APPENDAGE thrusts between the rungs of the
     ladder at them.  Beck ducks and leaps to the side.  He is
     less than six feet from the Creature.  In the dim light WE
     SEE it wickedly bare its teeth.

     Beck's eyes go to the walls from one side to the other and
     spot the exposed power cable.  The Creature steps forward
     directly under the hole in the floor.  It is about to lunge
     when a voice from above distracts it.

                                WILLIE'S VOICE(O.C.)
                   Hey, you?

     The Creature looks up and sees:

     ON WILLIE STANDING OVER THE OPENING, HER FLAMETHROWER
     POINTED STRAIGHT DOWN.  SHE FIRES, SENDING A SEARING BLUE
     FLAME INTO THE BILGE.

     BECK watches the flame roar down on the monster and it gives
     him the moment of distraction he needs.  He leaps out of the
     bilge water and onto a pipe on the wall then rips the broken
     power cable from the wall.

                                BECK
                   Jones!  Get your feet out
                   of the water!

     Jones jumps up and grabs a pipe running overhead as Beck
     thrusts the sparking cable into the water at the Creature's
     feet.

     IN A BLINDING FLASH OF ELECTRICITY

     The current surges through the Cobb/Doc Creature sending it
     instantly rigid.  A second later it crashes forward into the
     water.

     Moving hand over hand toward the ladder Jones quickly climbs
     out, followed by Beck.

     THE SHACK CONTINUES TO SHAKE, EACH JOLT STRONGER THAN THE
     LAST.  As they emerge Willie helps them.

                                BECK
                   C'mon, the Swamp!

     They start for the Swamp down Corridor "A" when an enormous
     shudder goes through the Shack, causing the lights to blink
     and the floor to open beneath Beck.  The jolt knocks him
     back into the bilge.  Only grabbing onto the pipes just
     above the water stops him from falling back in.

     JONES stops and looks back over the missing grating.

                                JONES
                   Beck!

     Jones moves instinctively back for him, but another jolt
     only widens the gap.  Beck yells to be heard over the din of
     the collapsing Shack.

                                BECK
                   Go on!

                                JONES
                   No!

                                BECK
                   That's an order!

                                JONES
                   Fuck your orders!

     He leaps across the gap onto a remaining grating and thrusts
     his hand down into the darkness.  Beck lets go of one hand,
     then the other, to grab Jones' extended arm.  In one
     Herculean effort Jones pulls him out of the bilge.  Together
     they leap across the chasm as the Desalinization Conduit
     collapses over their heads and water floods into Corridor "A"
     behind them.  They have to go around the other way!

     AS THEY RUN

     KLAXON HORNS SOUND and a RECORDED FEMALE VOICE warns:  "Five
     minutes until implosion..."

     FLASH CUTS OF:

     THE LIGHTS FLICKER AND FAIL, CAUSING THE EMERGENCY LIGHTING
     TO GO ON, AND CASTING AN EERIE STROBE EFFECT ON THE ESCAPING
     THREE CREW MEMBERS

     FALLING CEILING BEAMS CRASH DOWN IN FRONT AND BEHIND...

     SEAMS BEND UNDER THE STRAIN, RIVETS POP...

     STRAINING MACHINES SEND SCALDING GEYSERS OF STEAM INTO THE
     CORRIDORS...AND SUDDENLY THE FLOOR GIVES WAY BENEATH WILLIE!
     She leaps up and grabs an overhanging pipe and swings to the
     firm ground.

     JONES LEADS THE WAY TOWARD THE SWAMP, WITH WILLIE BEHIND
     HIM, AND BECK COVERING THE REAR.

     THEY reach the end of the corridor and Willie and Jones turn
     into the Swamp Annex.  Willie hits the door opener.  RRRRRR
     IT DOESN'T BUDGE.  The pressure has bent the door frame.

     BECK ARRIVES

                                WILLIE
                   It's jammed!

     Immediately Beck backtracks to the corridor and pulls a hand
     held spreader--like a "Jaws of Life"--from the wall.  He
     turns back to the Swamp when a BLACK SCALY ARM SUDDENLY
     BURSTS THROUGH THE WIRE MESH OF THE MACHINE FLOOR AND PULLS
     BECK AGAINST THE WIRE!  IT IS THE DEJESUS CREATURE.

     His head held in place by the powerful arm, Beck looks
     almost directly into the dark eyes of the Creature.  Its
     gill-like slits flare.  Its mouth opens and we see a flash
     of its razor sharp teeth.

     Before Beck can move the leech-like appendage ruptures the
     steel mesh and its razor-sharp proboscis plunges like a
     knife for Beck's face.  At the last instant Beck move his
     head and the proboscis slams into the steel mesh.  The mesh
     loosens the creature's grip and Beck manages to reach a
     mining drill from the tools on the wall.  As the appendage
     starts to strike again Beck buries the whining tool into the
     Creature's tentacle and breaks free.

     Scooping up the spreader Beck rushes to the Swamp door where
     Jones and Willie are trying vainly to hand crank the door
     open.

                                JONES
                   Where the hell've you been?

                                BECK
                   I got hung up!  Try this!

     Willie stands back and Beck thrusts the Spreader into the
     tiny crack in the door the hand crank had made.  With Jones'
     help the two men force open the door and all three rush
     inside the SWAMP.  Beck closes the door behind them.

     THE RECORDED FEMALE VOICE INTONES:  "Five minutes to
     implosion."  And we feel it happening:

     THE BILGE WATER ON THE FLOOR OF THE SWAMP RIPPLES WITH THE
     VIBRATIONS

     THE WALLS SHAKE

     THE HUGE METAL SUITS ROCK LIKE CLOTHES ON A CLOTHES LINE.
     ONE FALLS AND CRASHES INTO THE WATER

     JONES throws open the control panel and grabs the red
     handled emergency air switch, but he can only move it half
     way!  It is jammed by the pressure.

                                JONES
                   It won't go!

     Willie grabs it with him, but even together it is not
     enough.  THE HANDLE BREAKS OFF IN THEIR HANDS!

     STEAM JETS WHIP DOWN ON THEM FROM ABOVE!

     THE WATER AT THEIR FEET NOW BOILS FROM VIBRATION!

     THE FEMALE VOICE INTONES:  "Four minutes..."

     BECK TURNS AND SEES THE SUITS IN THE LOCK

     He grabs Willie and pushes her toward the Lock where her
     suit hangs.

                                BECK
                   The suits!  Get in them!

     Willie moves quickly but Jones doesn't.

                                JONES
                   The suits!  Are you crazy!
                   How're we going to get to
                   the surface?

     Beck yanks open the equipment locker revealing TANKS OF
     COMPRESSED AIR AND DEFLATED CONTAINER TRANSPORTERS.

                                BECK
                   Like this.

     He looks up at Jones who grins with renewed hope and they
     begin pulling the equipment out.

                                BECK(cont'd)
                   Get them in the Lock!

     Jones and Beck drag the tanks and the parachute-like
     Container transporters to the lock.

     ON WILLIE  She climbs into her suit and activates her
     generator.  Instantly her Vital Signs spring to life around
     the perimeter of her helmet.

     THE FEMALE VOICE TREMBLES FROM THE VIBRATIONS..."Three
     minutes...to...implosion..."

     Beck and Jones throw the last of the supplies onto the
     elevator and Beck holds out the SEISMIC TOOL Jones tried to
     arm himself with earlier.  He takes the tool from Beck and
     sticks it in the vest of his wet suit.

     Then suddenly he sees that there are only two suits in the
     Lock.  Beck will have to wait on his to move along the track
     to the Lock.

                                JONES
                   Your suit, Becky!

                                BECK
                   Just get in yours!

     Jones climbs onto the Lock platform and slides into his
     suit.

     Beck hits the Suit track button and his suit begins moving
     along the track toward the Lock.  A suit turns the corner
     from the storage room followed by one labeled BECK.

     Beck looks at the walls, they're shaking harder.  He moves
     along the suit rack when suddenly THE CREATURE BURSTS FROM
     BEHIND THE SUITS SHATTERING THEM LIKE AN EXPLOSION!  A HUGE
     TENTACLE HURLS TOWARD BECK LIKE A SPEAR.

     BECK ducks just in time, grabbing a fire ax and chopping off
     the appendage.  Another tentacle jabs for Beck.

                                WILLIE
                                (screams)
                   Look out!

     But it is too late.  It knocks the ax from Beck's hand and
     sends him to the floor.  Beck looks up at the Lock in time to
     see Jones seal himself into his suit.

                                JONES/RADIO
                   I'm in.

                                BECK
                                (to the others)
                   Go!

                                WILLIE/RADIO
                   No!

     THE CREATURE APPROACHES BECK

     Beck looks at the others one last time.

                                BECK
                   Go, now!  That's an order!

     Jones hits the elevator button and the Lock closes as the
     elevator sends them down without Beck.

     BECK stands and arms himself with a mining drill, which he
     swings at the Creature driving it back.  As Beck gets the
     upper hand, the Creature turns its hideous face and Beck
     freezes.  There attached to the back of the Creature's head
     is the grotesque face of DeJesus!

     DeJesus' eyes suddenly blink.  He's still alive!  His lips
     tremble in agony.

                                DEJESUS
                   Kill me...Kill me!

     Beck, momentarily stopped by the face, lunges forward with
     the drill and embeds it in the side of the Creature.

     As the Creature falls back hurt, Beck looks up at the lock
     elevator as it returns--IT IS EMPTY--The others have made it
     out!  His suit continues down the track and stops in the
     Lock.  He still has to make it, if he can just get there!

     THE RECORDED FEMALE VOICE SOUNDS:  "One minute to
     implosion..."

     Beck races to the Lock and starts to climb into the suit.
     His arms slide into place, his legs drop into the heavy
     metal shell and as he seals up the back he activates the
     generator.

     BECK'S POV.  His vital signs light up around the perimeter
     of his helmet, but he sees something else--the Creature
     charges toward the Lock--its arm reaches out to yank Beck
     out of the elevator!  Instinctively, Beck swings his
     motorized leg into the Creature's snarling mouth, knocking
     it backwards and stunning it long enough for Beck to hit the
     elevator button.  BUT IT DOESN'T WORK!

                                BECK
                   No!

     He hits again, still nothing!

     THE RECORDED FEMALE VOICE..."Nineteen, eighteen..."  Her
     voice begins to quiver.

     BECK POUNDS ON THE BUTTON AND LOOKS UP JUST AS THE CREATURE
     DIVES FOR HIM, ITS HUGE SCALY HAND GRABBING HIM AROUND
     BECK'S LEG!

     CLOSE ON THE ELVATOR BUTTON  Beck pounds it one last time
     and NNNNNNNNNNNN!

     THE LOCK CLOSES, CRUSHING THE CREATURE AS IT FLUSHES BECK
     OUTSIDE SECONDS BEFORE THE ENTIRE STRUCTURE COLLAPSES WITH
     IMPLOSION AND SUDDENLY EXPLODES IN A HUGE SHUDDER OF ENERGY!

     UNDERWATER - LATER

     WHOOSH!  A parachute-like Container Transporter zoom toward
     the surface.  A heavy-suited crew member flashes past us.
     Its helmet light pierces the darkness, then disappears.  A
     moment later another Transporter follows, racing out of the
     darkness after the first.

     BECK'S POV  We see the vital signs lit in a ring around his
     helmet.  The depth gauge races past with blinding speed as
     he moves closer to the surface.

     WILLIE'S POV  She tilts her head upwards.  She snaps off her
     light and sees instead of black, a lighter gray, then
     suddenly faint traces of light in the water above her.  At
     first it seems like her eyes are playing tricks on her, then
     we see it again--a glimmer of light.

                                WILLIE(RADIO)
                   Light.  Beck, I see light!

     ON BECK

     He follows her look.  Light is coming fast, brightening as
     they rise.  The LED numbers inside their helmets click
     off..."125, 100, 75..."

                                BECK(RADIO)
                   Wait till you reach thirty-
                   five before you blow your suit...

                                WILLIE'S VOICE(RADIO)
                   Roger.

     WILLIE'S POV  Her numbers count down "....70, 60, 50, 40..."

                                WILLIE(RADIO)
                   Ejecting.

     She yanks at the handle on the chest plate and WHOOSH!  The
     plate bursts open and reveals a second interior handle.  Her
     hand gropes for it.

     SUNLIGHT IS STREAMING DOWN THROUGH THE WATER AS SHE RUSHES
     UPWARD.

     WHOOSH!  The helmet and torso of the suit are blown open as
     she pulls the second lever detaching her from the balloons.

     No longer oxygen supported or being pulled upward, Willie
     frees herself from the heavy suit and swims to the surface.

     SUDDENLY SHE BREAKS THE SURFACE AND CATCHES A GLIMPSE OF THE
     SUN, DAZZLING THROUGH A MILLION DROPLETS OF WATER AS A HUGE
     SWELL CARRIES HER UP EVEN HIGHER.

     Then she's underwater again, struggling desperately to pull
     the tab on the life jacket around her neck.  Suddenly a MALE
     HAND GRABS THE TAB FOR HER AND PULLS.  She looks up at Beck.

                                WILLIE
                   We made it!

                                BECK
                   Where's Jones?

     Holding onto each other Willie and Beck ride a swell.  At
     the crest WE SEE JONES in the trough below, face down.  Beck
     breaks away from Willie and swims through the waves to reach
     Jones.  Reaching him Beck pulls his face out of the water
     and inflates his life jacket.

                                WILLIE
                   Is he okay?

     Beck lays Jones head back against the life jacket.  For a
     moment.  Jones seems lifeless, then his eyes blink and squint
     against the sunlight.  Beck turns back to Willie and as he
     and Jones ride the next crest he gives her the "thumbs-up."

                                WILLIE(cont'd)
                                (jubilant)
                   The sun!  The sun!

     Jones looks at Beck and grins.

                                JONES
                   What happened to that typhoon?

     CALM SEA - LATER

     BECK, WILLIE AND JONES cling to each other as they search
     the horizon.

                                WILLIE
                   Are you sure you saw something?

                                JONES
                   How many times I got to tell
                   you.  I saw a ship.

                                WILLIE
                   Well, why haven't they answered
                   our flares?

                                BECK
                   We'll fire one more, that
                   leaves us one last one.

     BECK pulls the flare off his latex wet suit and fires it
     into the sky casting a comforting yellow glow over the dark
     water.  The light fades, Willie looks at Jones.

                                WILLIE
                   Are you okay, Jonesy?

                                JONES
                                (weakly)
                   Tip top, Willie...tip top.

                                WILLIE
                                (testing him)
                   Who's the best power forward
                   in the NBA...Jameson?

                                JONES
                                (tired, but
                                with fight)
                   Jameson?  Who are you trying
                   to con...?

     They both manage a weak laugh, then Beck sees something.

                                BECK
                   I'll be damned.  Look!...A flare!

     As a small swell lifts them up we can see a tiny flare just
     fading against the sky.

                                WILLIE
                   It saw us!

                                JONES
                   Answer them and quit kicking me!

                                WILLIE
                   I'm not touching you!

     WHOOOOOOOOSH!  Beck fires another flare into the sky.  As the
     flare arcs downward, Willie feels another bump and for the
     first time sees the SHARKS CIRCLING THEM.

                                WILLIE
                   No...no, no, no.

     The SHARKS tighten the circle as the flare fades.

     EXT. U.S. COASTGUARD SHIP'S BRIDGE - SAME

     A CAPTAIN watches the flare fade through his binoculars and
     speaks to someone O.S.

                                CAPTAIN
                   I thought you said you'd
                   combed this area?

     He lowers his binoculars AS WE WIDEN TO REVEAL MARTIN
     standing on the bridge.  He also lowers his binoculars and
     smiles coolly as he lies.

                                MARTIN
                   We did....Many times.

                                CAPTAIN
                                (looks at Martin
                                then to a Lieutenant)
                   Initiate rescue.

     We hold on Martin's face as from

     THE FORE DECK OF THE SHIP

     A rescue chopper with pontoons lifts off the deck and banks
     off toward the fading flare.

     OCEAN - SAME

     Jones, Willie and Beck stay bunched close together.
     Suddenly Willie feels another bump.

                                WILLIE
                                (panicky)
                   It hit me!  Where are they?!

                                BECK
                   I can't see them!

     Suddenly he is bumped by a shark.  Willie sees one only two
     feet away.  They are surrounded.  Suddenly Jones stare to
     taunt the sharks aggressively.

                                JONES
                   All right!  I've had enough
                   of this shit!  You want meat,
                   motherfucker?  Come on, eat
                   me, sucker, try some dark meat!

     He pushes away from the group despite Beck's attempt to stop
     him.

                                JONES(cont'd)
                                (taunting sharks)
                   What's wrong you snout-nosed
                   bastards?  My meat too tough
                   for you?!

     Amazingly the sharks begin to disappear.  Willie and Beck
     watch stunned.  Even Jones is surprised.

                                JONES(cont'd)
                                (to Willie and Beck)
                   Whoa!  Did you see those fools
                   run?  They know whose boss.

     He jabs his arm upward in triumph and for the first time WE
     SEE a gash across his forearm.

     UNDERWATER POV

     As Jones crows triumphantly, WE SUDDENLY SEE HIS WET SUIT
     RIPPING ALONG HIS THIGHS!

     SURFACE/OCEAN

     Jones is chortling, suddenly his smile vanishes, something
     is happening...

     WE hear the DRONE OF THE APPROACHING HELICOPTER...THUMP,
     THUMP, THUMP...The blades of the helicopter sound out over
     the waves.  It's lights are visible.  Willie and Beck wave
     frantically as Jones drifts closer to them!

     UNDERWATER

     JONES' LEGS  His wet suit is now completely split open and
     WE SEE THE BLACK SCALES SPREADING!

     THE HELICOPTER

     hovers over the group below and lands on the water.  Its
     blades beat the surface into waves.  The WINCH OPERATOR
     hurls out a rescue harness and Beck helps Willie into the
     ring.  He CLICKS the fastener and suddenly they both lock
     eyes.  Before Willie can say anything Beck falls back and
     signals the Winch operator who begins hauling her to safety.
     Immediately Beck locks back at Jones and extends his arm.

                                BECK
                   Jonesy...Give me your hand!

     WILLIE reaches the helicopter and quickly climbs out of the
     harness.  The Winch operator throws it back across the water
     where

     BECK grabs the harness.

                                BECK
                   C'mon, Jones!

     Jones reaches out his hand.  He is almost there WHEN
     SUDDENLY RISING OUT OF THE WATER BEHIND THEM IS THE
     SIXPACK/BOWMAN CREATURE IN ALL ITS HIDEOUS GLORY!  HUGE AND
     GRUESOME, ITS LONG TEETH GLIMMER IN THE LIGHT.  IT GOES FOR
     BECK BUT JONES MOVES BETWEEN THEM.

                                BECK
                   Jonesy, No!

                                JONES
                   Get out of here, Becky!

     The Creature grabs Jones and pulls him violently under.
     Beck watches horrified as his friend disappears.  Numbed he
     clips the rescue harness around him when suddenly, WE SEE a
     boiling of water where Jones disappeared...bubbles
     rising...and then Jones' bloody and tattered life vest bobs
     to the surface several feet away from Beck.

     Beck reaches out for it just as the Creature appears again!
     It turns and focuses on Beck.  Beck keeps going for the life
     vest as the Creature starts for him.

     ON HELICOPTER

     The Winch operator and Willie watch in horror as the
     Creature bears down on Beck.

                                WINCH OPERATOR
                   Is he in the harness!

     CLOSE ON JONES' TATTERED VEST  Beck reaches it.  His fingers
     wrap around the bicycle pump-like, seismic tool in Jones'
     vest pocket.  The Creature is right on top of him!

     CHUNK, CHUNK, Beck cocks it like a pump shotgun as tentacles
     rise wickedly out of the water and wrap around Beck's body
     in a death grip.  It's horrible mouth starts to open.

                                BECK
                   C'mon, motherfucker open up!

     The Creature's mouth widens and as it starts to strike Beck
     thrusts the seismic tool into its gaping maw and is suddenly
     pulled from behind--out of the creature's grasp!  The rescue
     cable is taut!  The helicopter is taking off!

     BECK'S POV/ RISING SHOT.  Beck rises suddenly out of the
     water, the Creature growing instantly smaller below him
     until BOOM! the Seismic device explodes in the
     Sixpack/Bowman Creature, blowing it to bits across the ocean
     surface!  The shock wave sends the helicopter banking off
     toward the ship with Beck safely attached by cable below it.
     The winch operator pulls him in.

     EXT. COAST GUARD SHIP - LATER

     Beck, dressed now in crisp white clothes, stands on deck of
     the ship.  He glances occasionally at a door nearby marked
     INFIRMARY, then looks up as the Captain approaches and
     shakes his hand.

                                CAPTAIN
                   Mr. Beck, I understand
                   you passed your physical with
                   flying colors.  And Ms. Williams?

                                BECK
                                (worried)
                   I don't know yet, she's still
                   in there.

                                CAPTAIN
                   Well, you'll be glad to know
                   you have a friend onboard.

     Beck looks up surprised as suddenly Martin joins them.

                                MARTIN
                                (excitedly)
                   Beck!  I told them you'd
                   make it.  No one back at
                   TransOcean believed me, but
                   I never gave up on you once.
                                (smiling)
                   So, how are you feeling?

     Beck looks at Martin for an instant then hauls off and in
     one incredibly smooth punch knocks Martin on his can across
     the deck.

                                BECK
                   Better...A lot better.

     Just then the door to the infirmary opens and Willie appears
     with a new outfit on.  Smiles at Beck.

                                WILLIE
                   I'm fine!

     Beck lets out a slight sigh of relief as a STEWARD
     approaches with a tray of WHOLE COOKED FISH, HIDEOUS LOOKING
     THINGS LIKE ANGLERS, LOBSTERS, CRABS...MINIATURE LEVIATHAN.
     The sight is almost too intense for Beck and Willie.  The
     Captain notices.

                                CAPTAIN
                   I thought we might have some
                   wonderful seafood.  But, if there's
                   something else you'd rather have...

     Willie stares at the tray of seafood uneasily then looks at
     the Captain and smiles.

                                WILLIE
                   How about a burger and fries?

     She and Beck laugh as they sit at a finely set table on the
     deck with the Captain.

     AS WE PULL BACK the ship becomes smaller and smaller in the
     distance and WE ARE AT THE

     SURFACE OF THE OCEAN

     riding the swells, rising and falling before slipping
     beneath the waves and descending again into the cold
     depths.





                                THE END