STAR TREK II: THE WRATH OF KHAN






Screenplay by



Jack B. Sowards








Story by

Harve Bennett

and

Jack B. Sowards

REVISED FINAL DRAFT

May 24, 1982






1.

STAR TREK II:  THE WRATH OF KHAN

	MAIN TITLE SEQUENCE (TO BE DESIGNED)

	FADE IN:

1	IN BLACK					1

	Absolute quiet.  SOUND bleeds in.  Low Level b.g. NOISES

	of Enterprise bridge, clicking of relays, minor

	electronic effects.  We HEAR as FEMALE VOICE.

                     

	

	           		SAAVIK'S VOICE

	 	Captain's log.  Stardate eighty-

		one-thirty point three.  Starship

		Enterprise on training mission to

		Gamma Hydra.  Section Fourteen,

		coordinates twenty-two/eighty-seven/

		four.  Approaching Neutral Zone, all

		systems normal and functioning.

	INT. ENTERPRISE BRIDGE

	As the ANGLE WIDENS, we see the crew at stations; (screens

	and visual displays are in use); COMMANDER SULU at the

	helm, COMMANDER UHURA at the Comm Console, DR. BONES McCOY

	and SPOCK at his post.  The Captain is new - and

	unexpected.  LT. SAAVIK is young and beautiful.  She is

	half Vulcan and half Romulan.  In appearance she is Vulcan

	with pointed ears, but her sin is fair and she has none

	of the expressionless facial immobility of a Vulcan.

				SULU

		Leaving Section Fourteen for

		Section Fifteen.

				SAAVIK

		Stand by.  Project parabolic course

		to avoid entering Neutral Zone.

			    	SULU

		Aye, Captain.  Course change

		projected.

				UHURA

           	     (suddenly)

		Captain! I'm getting something

		on the distress channel.

												(CONTINUED)

2.

1	CONTINUED:					1

				SAAVIK

		On speakers!

				MAN (V.O.)

			(filtered, distorted)

		Imperative!  This is the Kobayashi

		Maru, nineteen periods... out of

		Altair Six.  We have struck... a

		gravitic mine,... and have lost

		all power.

			(STATIC)

		Our hull is penetrated and we

		have sustained many casualties.

			(STATIC)

				UHURA

			(into headset)

		This is the Starship Enterprise.

		Your message is breaking up.  can

		you give us your coordinates?

		Repeat.  This is the Starship...

				MAN (V.O.)

			(filtered)

		Enterprise, our position is Gamma

		Hydra, Section Ten.

				SAAVIK

			(to herself)

		In the Neutral Zone.

				MAN (V.O.)

			(filtered, distorted)

		Hull penetrated, life support...

		systems failing.  Can you assist

		us,... Enterprise?  Can you

		assist us?!

				SAAVIK

		Data on the Kobayashi Maru!

	Tactical on big screen.

				COMPUTER VOICE

		Subject vessel is a third class

		neutronic fuel carrier, crew of

		eighty-one, three hundred passengers.

												(CONTINUED)

3.

1	CONTINUED:  (2)				1

				SAAVIK

			(to herself)

		Damn.

			(then)

		Mister Sulu?  Plot an intercept

		course.

				SULU

		May I remind the Captain that if a

		Starship enters the Zone -

				SAAVIK

		I'm aware of my responsibilities,

		Mister.

				SULU

		Estimating two minutes to intercept.

			(with a nod)

		... Now entering the Neutral Zone...

2	INT. ENTERPRISE BRIDGE - ANOTHER ANGLE		2

				COMPUTER VOICE

		Warning!  We have entered the

		Neutral Zone.

				SPOCK

		We are now in violation of Treaty,

		Captain.

	ON SCREEN:   Enterprise approaches the stricken vessel.

				SAAVIK

			(into intercom)

		Stand by transporter room, ready

		to beam survivors aboard.

				UHURA

		Captain, I've lost their signal!

				COMPUTER VOICE

		Alert!  Sensors indicate three

		Klingon Crusiers, bearing three-

		one-six, mark four.  Closing fast.

				SAAVIK

		Visual!

	ON SCREEN we see the approach of the Klingon vessels, they

	are dark and sinister.

					(CONTINUED)

4.

2	CONTINUED:					2

				SAAVIK

			(continuing)

		Battle stations!  Activate shields!

	The ALARM SOUNDS.

				SULU

		Shields activated.

				SAAVIK

		Inform the Klingons we re on a

		rescue mission...

				UHURA

		They're jamming al the frequencies,

		Captain!

				COMPUTER VOICE

		Klingons on attack course and

		closing!

	Screen verifies this.  Saavik makes an agonized choice.

				SAAVIK

		We're over our heads, Mister Sulu

		get us out of here!

				SULU

		I'll try, Captain.

				COMPUTER VOICE

		Alert!  Klingon torpedoes activated.

		Alert!

	The image flops:   more Klingons approach.  They FIRE

	photon torpedoes.

				SAAVIK

		Evasive action!

	Sulu does his best, but Enterprise is hit; Sulu is hurled

	from his station, and Bones hurries to him.

				SAAVIK

			(continuing)

		Engineering:   damage report

	

				SCOTTY'S VOICE

			(INTERCOM)

		Main energizer hit, Captain!

	

					(CONTINUED)

4.

2	CONTINUED:   (2)			2

				SAAVIK

		Engage auxiliary power.  Prepare

		to return fire!

	The bridge takes another hit - a big one.  In its wake

	there is a second electrical EXPLOSION along the

	communications panel.  Uhura falls from her station.

	Bones rushes to her side amid the smoke and alarms.

				A CADET

		Shields collapsing, Captain!

				SAAVIK

		Fire all phasers...!

				SPOCK

		No power to the weapons, Captain.

	Another hit:   reverberating flashes of spark and flame

	on the bridge.  Spock dies.  Bones comes to him, but

	even as he coughs his way through the smoke, a final hit

	and Bones falls.  The room is smoke filled and a shambles.

	Saavik looks about in shock.

				SCOTTY'S VOICE

			(FILTERED)

		Captain, it's no use.  We're

		dead in space.

	Saavik digests this for a painful moment.  Then, touching

	a Comm button:

				SAAVIK

		Activate escape pods.  Send out

		the Log Buoy... All hands abandon

		ship.  Repeat - all hands abandon

		ship!

				KIRK'S VOICE

			(FILTERED)

		All right, open her up.

	There is a loud CLANGING and - 

3	FULL SHOT - ENTERPRISE BRIDGE		3

	The side wall of the "bridge" slides apart, REVEALING

	a lighted room beyond.  Through the opening strides

	KIRK.  He stops, surveys the shambles, and shakes his

	head.

					(CONTINUED)

6.

3	CONTINUED:					3

				SAAVIK

		Any suggestions, Admiral?

				KIRK

		Prayer, Mister Saavik.   The Klingons

		don't take prisoners.

			(to technicians)

		Lights!

			(to Spock)

		Captain.

				SPOCK

		Trainees to the briefing room.

				WOMAN (V.O.)

			(intercom)

		Maintenance Crew, report to

		Bridge simulator.  Maintenance

		Crew, report to Bridge simulator.

	Sulu awakens with a grin.  Uhura straightens herself

	demurely.  The trainees head toward the distant room.

	Spock rises and leaves.  Bones remains on the floor,

	head propped in his hand, whimsically.

				KIRK

		Physician, heal thyself.

				BONES

		Is that all you gotta say?  Well,

		what about my performance?

				KIRK

		I'm not a drama critic.

	Bones rolls his eyes and rises.  Kirk sees Saavik who

	has not moved.

				KIRK

			(continued)

		Well, Mister Saavik, are you going

		to stay with the sinking ship?

				SAAVIK

		Permission to speak candidly,

		sir?

				KIRK

		Granted.

					(CONTINUED)

7.

3	CONTINUED:  (2)				3

				SAAVIK

			(fights emotion)

		I don't believe this was a fair

		test of my command abilities.

				KIRK

		And why not?

				SAAVIK

		Because... there was no way to win.

				KIRK

		A no-win situation is a possibility

		every commander may face.  Has that

		never occurred to you?

				SAAVIK

		... No sir.  It has not.

				KIRK

		How we deal with death is at least

		as important as how we deal with

		life, wouldn't you say?

				SAAVIK

			(falters)

		As I indicated, Admiral, that

		thought had not occurred to me.

				KIRK

		Well, now you have something new

		to think about.  Carry on.

	She stays at attention.

				WOMAN (V.O.)

			(intercom)

		Engineering Cadets, assemble on

		C Level.  Engineering Cadets,

		assemble on C Level.

				BONES

		Admiral?  Wouldn't it be easier

		to just put an experienced crew

		back on the ship?

				KIRK

		Galloping about the Cosmos is a

		game for the young, Doctor.

	He leaves.  They look at each other.

					(CONTINUED)

8.

3	CONTINUED:  (3)				3

				UHURA

			(offended)

		Now, what is that supposed to

		mean?

	HOLD ON Saavik.

4	INT.  CORRIDOR OUTSIDE THE SIMULATION ROOM - DAY	4

	Kirk rounds the corner and sees Spock, leaning against

	the wall.

				KIRK

			(dry)

		Aren't you dead?

	Spock almost smiles.

				KIRK

			(continuing)

		I assume you're loitering around

		here to learn what efficiency rating

		I plan to give to your cadets.

				SPOCK

		I am considerably curious.

	They walk together.

				KIRK

		They destroyed the simulator room

		and you with it.

				SPOCK

		The Kobayashi Maru scenario

		frequently wreaks havoc with

		students and equipment.

			(dry)

		As I recall you took the test

		three times yourself.  Your

		final solution   was, shall we say,

		unique?

				KIRK

			(solemn)

		It had the virtue of never having

		been tried.

9.

5	INT.  LOBBY/RECEPTION AREA		5

				KIRK

		Oh, by the way, thank you for

		this.

	He lifts a book.

				SPOCK

		I know of your fondness for

		antiques.

				KIRK	

			(reads)

		'It was the best of times, it was

		the worst of times...'  Message,

		Spock?

				SPOCK

		None of which I am consciously

		aware - except, of course, happy

		birthday - surely the best of

		times.

				WOMAN (V.O.)

			(intercom)

		Captain Spock, Captain Spock, space

		shuttle leaving in fifteen minutes.

	Kirk looks around uncomfortably, overlaps:

				KIRK

		Where are you off to, now?

				SPOCK

		The Enterprise.  I must check in

		before your inspection.  And you?

				KIRK	

			(shortly)

		Home.

	He steps into a Turbo elevator.  The doors close as Spock

	watches, wiping the scene.

6	KIRK'S APARTMENT, TERRA - NIGHT		6

	Kirk reads the novel, trying to focus.  His flat befits

	an Admiral and a loner with a few possessions, except a

	collection of antiques.

													(CONTINUED)

	

10.

6	CONTINUED:					6

	WE HEAR A SOFT BONG.

	Startled, Kirk lowers the book and pushes a button.

	The door slides open and Bones enters. he carries two

	packages, one of them wrapped in brown paper.

				KIRK

		Why, bless me, Doctor.  What beams

		you into this neck of the woods?

				BONES

		'Beware Romulans bearing gifts.'

		Happy Birthday, Jim!

				KIRK

			(low)

		Thanks.

	With a flourish, Bones pulls out a bottle of blue liquid.

				KIRK

			(continuing)

		Romulan ale!  Why, Bones, you know

		this stuff is illegal - 

				BONES

			(broad)

		I only use it for medicinal

		purposes.  I got aboard a ship that

		brings them in a case, every now

		and then, across the Neutral Zone.

		Now, don't be a prig...

				KIRK

			(reading the label

			with difficulty)

		Twenty-two, eighty-three...

				BONES

		Yeah, well it takes this stuff a

		while to ferment.

				KIRK

		Hmm.

				BONES

		Here.  Give me.

	He takes the bottle and pours; continue talking.

					(CONTINUED)

11.

6	CONTINUED:  (2)				6

				BONES

			(continuing)

		Now, you open this one.

	Kirk starts to obey.

				KIRK

		I'm almost afraid to.  What is

		it, Klingon aphrodisiacs?

				BONES

		No.

	They drink.  The package is opened: a pair of gold

	"Ben Franklin" half-glasses.  (N.B.: Romulan ale is

	an INSTANT DRUNK:  both men react.)

				KIRK

		Oh, Bones, this is... charming.

				BONES

		For most patients your age, I

		usually recommend Retinax Five.

				KIRK

		I'm allergic to Retinax.

				BONES

		Exactly.  Cheers!  Happy birthday.

	He toasts.

				KIRK

			(reacts)

		Well, I don't know what to say - 

				BONES

		Thank you.

	An awkward silence.

				BONES

			(continuing)

		Damn it, Jim, what the hell's the

		matter wit you?  Other people

		have birthdays.  Why are we treating yours

		like a funeral?

				KIRK

		Bones, I don't want to be lectured.

					(CONTINUED)

12.

3	CONTINUED:  (3)				3

				BONES

		What the hell do you want?  This is

		not about age!  And you know it!

		It's about you flying a goddamn

		computer console when you wanna be

		out there, hopping galaxies.

				KIRK

		Spare me your notions of poetry,

		please.  We all have our assigned

		duties and.

				BONES

		Bull.  You're hiding - hiding

		behind rules and regulations - 

				KIRK

		Who am I hiding from?

				BONES

		From yourself, Admiral.

	Pause.  Kirk pours another drink.

				KIRK

		Don't mince words, Bones.  What

		do you really think?

				BONES

			(mild take)

		Jim, I'm your doctor and I'm your

		friend.  Get back your command.  Get

		it back before you turn into part of

		this collection.  Before you really

		do grow old.

	They look at each other.

7	EXT. DEEP SPACE - NEAR CETI ALPHA V		7

	In f.g. is the U.S.S. RELIANT, an older, somewhat

	battered Starship of the ENTERPRISE class, with a

	slightly different configuration.  Reliant approaches

	an inhospitable-looking yellow planet:   CETI ALPHA V.

				CHEKOV'S VOICE

		Starship log, Stardate eight-one-

		three-oh point four.  Log Entry

		by Commander Pavel Chekov.

				(MORE)

					(CONTINUED)

13.

7	CONTINUED:					7

				CHEKHOV'S VOICE (CONT'D)

		Starship USS Reliant on orbital

		approach to Ceti Alpha Six in

		connection with project GENESIS.

		We are...

8	INT. BRIDGE OF RELIANT		8

	Well-aged and distinctive.  The usual complement of officers

	and crew.  CAPTAIN CLARK TERRELL, about 45, soft spoken

	and in good shape, but somewhat laconic.

				CHEKHOV

		...continuing our search for

		a lifeless planet to satisfy the

		requirement of the test site for

		the Genesis Experiment.  So far,

		no success.

	Behind Terrell, surveying the data screen is COMMANDER

	CHEKOV, aged some, but still boyish.

				TERRELL

		Standard orbit, please.

			(beat)

		Mister Beach, any change in the

		surface scan?

				BEACH

		Negative.  Limited atmosphere,

		dominated by craylon gas, sand...

		high velocity winds.  Incapable

		of supporting life forms.

	Forward screen: Ceti Alpha.

				CHEKOV	

		Does it have to be completely

		lifeless?

	Terrell rises and crosses to Chekov.

				TERRELL

		Don't tell me you've found something.

				CHEKOV

			(points)

		We've picked up a minor energy flux

		reading on one dyno scanner.

					(CONTINUED)

14.

8	CONTINUED:					8

				TERRELL

		Damn!  Are you sure?  Maybe the

		scanner's out of adjustment - 

				CHEKOV

		I suppose it could be a particle

		of preanimate matter caught in the

		matrix...

				TERRELL

		All right.  Get on the Comm-Pic

		to Doctor Marcus.

				KYLE

		Aye, sir.

				TERRELL

		Maybe it's something that we can

		transplant, hmm.?

				CHEKOV

		You know what she'll say...

9	EXT.  DEEP SPACE - REGULA I SPACE STATION		9

	A functional cluster of modules serves as a scientific

	complex, a futuristic White Sands, orbiting a small

	barren planetoid in b.g.:  Regula.

				CAROL MARCUS'S VOICE

			(FILTERED)

		Now let me get this straight.

		Something you can transplant??

				CHEKOV'S VOICE

		Yes, Doctor.

10	INT.  SPACE STATION - CAROL'S LAB		10

	Big but deserted, except for Carol, in contact with

	Reliant.  Surrounded by equipment clearly meant for many

	workers, CAROL MARCUS is in her early forties, attractive

	and intelligent.  Static mars the transmissions.

	On the monitor:  Terrell and Chekov, looking hopeful.

				CAROL

		Something you can transplant!

			(sighs)

		I don't know.

					(CONTINUED)

15.

10	CONTINUED:					10

				TERRELL

		But it may only be a particle

		of preanimate matter...

				CAROL

		Then again it may not.  You boys

		have to be clear on this:  there

		can't be so much as a microbe or

		the show's off.

			(she thinks)

		Oh, why don't you have a look?

		But if it is something that can be

		moved, I want...

				TERRELL

			(eager)

		You bet, Doctor.  We're on our

		way!

	Carol sighs as the image fades, not happy.

11	INT.  CORRIDOR, SPACE STATION REGULA I		11

	Carol walks through the labrynthine complex with DAVID,

	her son, a bright young scientist of twenty.  He is

	good looking and humorous.

				DAVID

		Well, don't have kittens.

		Genesis is going to work.  They'll

		remember you in one breath with

		Newton, Einstein, Surak...

				CAROL

			(mock outrage)

		Thanks a lot.  No respect from

		my offspring - 

				DAVID

		Par for the course... Are you

		teaming up with me for bridge

		after dinner?

				CAROL

		Maybe... What is it?

				DAVID

		Every time we have dealings with

		Starfleet, I get nervous.

				(MORE)

					(CONTINUED)

16.

11	CONTINUED:					11

				DAVID (CONT'D)

			(shrugs)

		We are dealing with something

		that COULD be perverted into

		a dreadful weapon.  Remember that

		overgrown Boy Scout you used to

		hang around with?  That's exactly

		the kind of man that would...

	They walk past the CAMERA, their VOICES FADING.

				CAROL

		Listen, kiddo, Jim Kirk was many

		thing, but he was never a Boy

		Scout...

	HOLD ON the empty corridor.

12	EXT. RELIANT - DEEP SPACE		12

	orbiting Ceti Alpha V.

	VOICES OVER indicate the transporter room is ready.

				MAN'S VOICE

			Captain Terrell, stand by to

			beam down.

13	EXT.  SURFACE CETI ALPHA V		13

	A YELLOW PLANET, in constant SWIRLING HURRICANE WINDS

	OF SAND.  Terrell and Chekov materialize.  Their VOICES

	FILTERED, are hard to make out.

 	With the TRICORDER to guide them, they set out...

				TERRELL

			Chekhov, are you sure these are

			the correct coordinates?

				CHEKOV

			Captain, this is the garden spot

			of Ceti Alpha Six - 

				TERRELL

		I can barely see it -

17.

14	SEVERAL ANGLES				14

	The difficult search, the men leaning into the wind -

15	TERRELL					15

	is ahead of Chekov on a slight rise -

				CHEKOV

		There's nothing here!  The Tricorder

		must be broken.

16	ANGLE					16

	Terrell waves him frantically forward.  As Chekov moves

	up, we rise with him to the top of the ridge and look

	down.

				TERRELL

		Chekhov!  Over here!

17	ANGLE - THEIR POV			17

	A RUINED SERIES OF MAN-MADE STRUCTURES, half-buried in

	sand.  They look at each other in consternation.  Chekov

	is worried; something about all this is familiar.

	They descend towards the structures, now seen to be the

	wreckage of some sort of space craft.

	They pass but do not notice the FEDERATION LOGO, half

	buried next to their feet.

				TERRELL

		Those look like cargo carriers...

		Hey, give me a hand.

18	INT. CARGO HOLD				18

	Terrell and Chekov enter, dumbfounded.  THEIR POV.

	Someone lives here - there are beds, food, all jury-

	rigged, but no people.  Terrell checks a monitor.

				TERRELL

		What the hell happened?  If they

		crashed, where's the rest of the

		ship?

		

					(CONTINUED)

18.

18	CONTINUED:					18

	They wander as they talk, picking up objects that bespeak

	a fairly sophisticated ad hoc environment: a laboratory

	in one hold, a kitchen; a LARGE SAND TANK filled with

	disgusting CETI EELS.

				TERRELL

			(continuing)

		What the hell is that?

	They enter a new chamber -

19	KHAN'S QUARTERS				19

	on its side in the sand: the walls are not the floor,

	etc.  All in crookedness - like its owner.  On the

	floor, smiling at them (i.e., the wall) is a BABY.

	Tentatively they come over to it, looking around -

20	ANGLE - CHEKOV'S POV			20

	Lethal-looking odd swords on one wall, a bookshelf;

	CAMERA PANS by 20th Century volumes; MOBY DICK,

	KING LEAR, THE HOLY BIBLE - and a seat belt dangling

	with the name on it - BOTANY BAY.

	Chekov mouths the words, softly at first, then aloud -

				CHEKOV

		Botany Bay... Botany Bay!! -

		Oh, no!  We've got to get out of

		here -- now!  Damn!  Hurry!

	Terrell catches his urgency -

				TERRELL

		What about... what - what about

		the...

				CHEKOV

		Never mind that!   Hurry!  Hurry!

				TERELL

		Chekhov, what's the matter with

		you?  Chekhov!

				CHEKHOV

		Come on!  Hurry!

19.

21	EXT. CARGO HOLD AIRBAY		21

	Terrell and Chekov emerge, helmeted, then stop dead.

22	ANGLE - THEIR POV			22

	A RING OF SUITED FIGURES has them surrounded.

23	INT. RELIANT - THE BRIDGE		23

	Mr. Beach, the duty officer, stands looking at Ceti

	Alpha V on the forward screen.

				KYLE

		Starship Reliant to Captain Terrell

		... This is Commander Kyle.  Will

		you please respond, Captain...

		Captain Terrell, respond please.

	Nothing.

				BEACH

			(thinks)

		Let's give it a little more time.

24	INT. CARGO HOLD - CETI ALPHA V		24

	Terrell and Chekov are held by FOUR STRONG MEN.  They

	seem to be waiting.  One of the men is JOACHIM.

	Out of the airlock steps a tall masked figure.  A

	moment of suspense as Terrell and Chekov watch, terrified.

	The mask is peeled back.

				CHEKOV

			(aloud despite himself)

		Khan!

	KHAN is startled by the recognition; comes over and

	examines Chekov and Terrell.

				KHAN

			(finally)

		I don't know you.  But you.  I

		never forget a face.  Mister Chekov,

		isn't it?

			(wonderingly)

		I never thought to see your face

		again.

					(CONTINUED)

20.

24	CONTINUED:					24

				TERRELL

		Chekov, who is this man?

				CHEKOV

		A criminal.  Captain - a product

		of late Twentieth Century genetic

		engineering -

				TERRELL

		What do you want with us?  Sir,

		I demand to be re-

				KHAN

			(mild)

		You are in a position to demand

		nothing, sir.  I, on the other

		hand, am in a position to grant

		nothing.  What you see is all that

		remains of the ship's company and

		crew of the Botany Bay, marooned

		here fifteen years ago by Captain

		James T. Kirk.

				TERRELL

		Listen to me - you men and women -

		you haven't...

				KHAN

		Save your strength, Captain, these

		people have sworn to live and die

		at my command two hundred years

		before you were born.  Do you mean

		he...

			(i.e. Chekov)

		... never told you the take?

			(to Chekhov)

		To amuse your Captain?  No?

		Never told you how the Enterprise

		picked up the Botany Bay, lost in

		space from the year nineteen-

		ninety-six, myself and the ship's

		company in cryogenic freeze?

				TERRELL

		I've never even met Admiral Kirk -

				KHAN

		Admiral?  Admiral?!  Admiral Kirk.

				(MORE)

					(CONTINUED)

21.

24	CONTINUED:  (2)				24

				KHAN (CONT'D)

		He never told you how Admiral Kirk

		sent seventy of us into exile on

		this barren sand heap with only the

		contents of these cargo bays to

		sustain us?

				CHEKOV

		You lie!  On Ceti Alpha Five there

		was life, a fair chance -

				KHAN

		THIS is Ceti Alpha Five.  Ceti

		Alpha Six exploded six months

		after we were left here.  The

		shock shifted the orbit of this

		planet and everything was laid

		waste.  Admiral Kirk never

		bothered to check on our progress.

		It was only the fact of my

		genetically engineered intellect

		that enabled us to survive!

		On earth, two hundred years ago,

		I was a prince, with power over

		millions!

				CHEKOV

		Captain Kirk was your host!  You

		repaid his hospitality by trying

		to steal his ship and murder him.

				KHAN

		You didn't expect to find me.

		You thought this was Ceti Alpha

		Six.  Why are you here?

	They don't answer.  Khan goes over to Terrell and, WITH

	ONE HAND, LIFTS HIM INTO THE AIR -

				KHAN

			(continuing)

		Why?!

	Terrell gasps, stays silent.

	Khan goes over to the tank and dips a kind of strainer in,

	pulling out TWO CETI EELS - wriggling items -

					(CONTINUED)

22.

24	CONTINUED:  (3)				24

				KHAN

			(continuing)

		Allow me introduce you to Ceti

		Alpha Five's only remaining

		indigenous life form; what do you

		think? They've killed twenty of

		my people, including my beloved

		wife.  Oh, not all at once, and

		not instantly, to be sure.  You

		see, their young enter through

		the ears and wrap themselves

		around the cerebral cortex.  this

		has the effect of rendering the

		victim extremely susceptible to

		suggestion.  Later, as they grow,

		follows madness - and death.

				CHEKOV

		Khan!  Listen to me!

	As he speaks Khan dumps an eel into each of their helmets;

	he swirls the helmets around as though he were mixing

	martinis -

				KHAN

		These are pets, of course.  Not

		quite domesticated.

				CHEKOV

		Khan... Captain Kirk was only

		doing his duty!

25	CLOSEUP - KHAN - CAMERA IN		25

				TERRELL (O.S.)

		No!  No!

	At a sign, the helmets are slammed down.  As the muffled

	shrieks are heard from within, the eels crawl across

	the faces of Chekov and Terrell; with unerring instincts

	they head for the ears of the two hapless men.  There is

	some atrocious pain as they enter - then dazed calm.

				KHAN

		That's better!  Now:  tell me why

		you are here - and tell me where

		I may find James Kirk.

23.

26	EXT. ORBITING SPACE DOCK AREA - TERRA (FEATURE STOCK)	26

 	A SPACE SHUTTLE moving toward us.

				ENTERPRISE VOICE

		Enterprise to Admiral Kirk's

		shuttle.  Prepare for docking.

		Approach port side, torpedo bay.

27	INT. SPACE SHUTTLE			27

	A new composite.  Bones, Sulu, Uhura, and Kirk - who

	sits, reading.  Through the windows we can see the

	approach to the Starship ENTERPRISE.  Kirk looks up,

	nods, Sulu activates a Comm button.

				SULU

		Enterprise, this is Admiral Kirk's

		party on final approach.

				ENTERPRISE VOICE

			(FILTERED)

		Enterprise welcomes you.  Prepare

		for docking.

	Kirk looks up from his book as Sulu sits next to him.

				KIRK

		I hate inspections.

				SULU

		I'm delighted; any chance to go

		aboard the Enterprise.

				KIRK

		Well, I for one, am delighted

		to have you at the helm for

		three weeks.  I don't think

		these kids can steer.

	Sulu laughs.

28	EXT. SPACE DOCK - TERRA (FEATURE STOCK)		29

	The shuttle approaches the mammoth airstrip.  As we

	near the ship, a few WORK CREWS IN SPACE flit about her

	hull, working.

24.

29	EXT. ENTERPRISE (FEATURE STOCK)		29

	The shuttle makes its way tot he docking lock of the

	mother ship and settles in place.

30	INT. ENTERPRISE DOCKING BAY		30

	A reception group awaits, led by Captain Spock.  Saavik

	stands at his side, in company of the trainee crew.

	Also present: CHIEF ENGINEER MR. SCOTT, and members of

	his staff in their distinctive uniforms.

				SPOCK

		Open the airlock.

	The doors open..  Kirk and his staff are piped aboard by

	an electronic version of the boatswain's traditional

	whistle.  Kirk salutes the Federation symbol and steps

	forward to exchange salutes with Spock.

				KIRK

		Permission to come aboard,	

		Captain.

				SPOCK

		Welcome aboard, Admiral.  I think

		you know my training crew.  Certainly

		they have come to know you.

				KIRK

			(dryly to Saavik)

		Yes, we've been through death and

		life together.

	Saavik stiffens slightly - humor is not her forte.

				KIRK

			(continuing, to Scotty)

		Mister Scott, you old space dog.

		You're well?

				SCOTTY

		I had me a wee bout, sir - but, uh,

		Doctor McCoy pulled me through.

				KIRK

		A wee bout of what?

	Uncomfortable, Scotty exchanges a glance with Bones -

					(CONTINUED)

25.

30	CONTINUED:					30

				BONES

		Shore leave, Admiral.

				KIRK

		Oh, yes.

	He stops before a BRIGHT-FACED FOURTEEN-YEAR-OLD, standing

	so stiff he looks like he'll break -  in an engineer's 

	uniform.

				KIRK

			(continuing)

		And who do we have here?

				PRESTON

			(breathless)

		Midshipman First Class Peter Preston,

		engineer's mate, SIR.

	A big salute.  Kirk is amused, returns the salute.

				KIRK

		First training voyage, Mister

		Preston?

				PRESTON

		Yes, SIR.

				KIRK	

		I see.  Well, shall we start with

		the engine room?

	He moves, followed by his staff.

				SCOTTY

			(eying his protege)

		We'll see you in there, sir.  And

		everything is in order!

				KIRK

		That will be a pleasant surprise,

		Mister Scott!

				SPOCK

		We'll see you on the bridge,

		Admiral.

			(to crew)

		Company dismissed!

	Kirk and party leave.  CAMERA PUSHES IN ON SPOCK AND

	SAAVIK.  They speak in Vulcan with SUBTITLES.

					(CONTINUED)

26.

30	CONTINUED: (2)				30

				SAAVIK

		He's never what I expected, sir.

				SPOCK

		What surprises you, Lieutenant?

				SAAVIK

			(uncertain)

		He's so... human.

				SPOCK

		Nobody's perfect, Saavik.

31	INT. ENTERPRISE ENGINE ROOM - LOOKING DOWN		30

	FEATURING power room separated by glass from the rest

	of the facilities.  Bones, Sulu, Uhura, and some

	trainees watch as Kirk inspects one console.

				KIRK

		Well, Mister Scott, are your

		cadets capable of handling a

		minor training cruise?

				SCOTTY

		Give the word, Admiral.

				KIRK

		Mister Scott, the word is given.

				SCOTTY

		Aye, sir.

	He moves off, followed by Preston, who gives one last

	salute as Kirk leaves, followed by Bones.

				BONES

			(dry)

		Admiral!  What about the rest of

		the inspection?

				KIRK

			(mouths word)

		Later.

					(CONTINUED)

27.

32	CONTINUED:					32

	They step into the Turbo Lifts.

33	INT. ENTERPRISE BRIDGE		33

	The real one, no doubt!  CAMERA REVEALS the maze detail:

	winking and blinking displays, all HANDS at station,

	a hum of activity, Uhura and Sulu are in familiar chairs,

	Spock in the captain's chair, Saavik in the First

	Officer's position.  Kirk and Bones stand towards the

	rear.

				INTERCOM VOICE

		This is Starfleet Operations.

		Enterprise is cleared for departure.

				SULU

		Admiral on the bridge!

				SPOCK

		Very well, Mister Saavik.  You

		may clear all moorings.

				SAAVIK

		Aye, sir.

	Saavik punches data into her console.

34	EXT. SPACE DOCK AND ENTERPRISE (FEATURE STOCK)		34

	The dock slowly folds away from the ship.

35	INT. BRIDGE, ENTERPRISE		35

	Saavik watches instruments, punches data in response.

				SAAVIK

		All moorings are clear, Captain.

				SPOCK

		Thank you.

	Spock casts a glance at Kirk, then, to Saavik:

				SPOCK

			(continuing)

		Lieutenant, have you ever piloted

		a Starship out of space dock?

					(CONTINUED)

28.

35	CONTINUED:					35

				SAAVIK

		Never, sir.

	Kirk tries to control his reaction.  Spock enjoys it.

				SPOCK

		Take her out, Mister Saavik.

				SAAVIK

		Aye, sir.

	Saavik settles herself in the chair, looks again at

	the console - Spock looks at Kirk.

				SPOCK

		For everything, there is a first

		time, Lieutenant.  Don't you

		agree, Admiral?

	

				KIRK

			(casual)

		Mm-hm.

	They all stifle their responses.  Kirk is like a father

	watching his kid drive the family car for the first time.

				SAAVIK

		Aft thrusters, Mister Sulu.

				SULU

		Aft thrusters, sir.

36	EXT. ENTERPRISE (FEATURE STOCK)		36

	as the ship slowly and majestically leaves the dock.

37	INT. ENTERPRISE BRIDGE		37

	Activity hums.  Kirk starts to say something, but

	doesn't.  Bones looks at him.

				BONES

		Would you like a tranquilizer?

	Kirk shakes his head, takes a breath -

				SULU

		Ahead one quarter impulse power.

29.

38	EXT. SPACE DOCK ENTERPRISE (FEATURE STOCK)		38

	The ship clears the dock and begins heading into space.

39	INT. ENTERPRISE BRIDGE		39

	Kirk quietly lets his  breath out.

				SULU

		We are free and clear to navigate.

				SAAVIK

		Course heading, Captain?

	Spock turns inquiringly to Kirk.

				KIRK

		Captain's discretion.

	Spock digests this with a light smile.

				SPOCK

		Mister Sulu?  You may... indulge

		yourself.

				SULU

		Aye, sir.

40	EXT. THE ENTERPRISE (STOCK FROM FEATURE)		40

	She gathers speed into the vastness of space..

41	EXT. SPACE - SPACE STATION REGULA I		41

42	INT. CAROL'S LAB			42

	Huge and busy.  Among the scientists going about their

	tasks are JEDDA, a Deltan; MARCH, thin, intense; MADISON,

	black, easygoing.  they are all young and earnest.  Carol

	and David huddle over a computer console.

				DAVID

		That about do it?

					(CONTINUED)

30.

42	CONTINUED:					42

				CAROL

		I don't think there's another

		piece of information we could

		squeeze into the memory banks.

		Next time, we'll design a bigger

		one.

				DAVID

		Hmm.  Who'd want to build it?

	Jedda at the Comm Console overlaps.

				JEDDA

		Doctor Marcus?   Comm-Pic coming

		in on hyperchannel... It's the

		Starship Reliant.

	Carol moves forward as the others close in.

				CAROL

		On the screen, please, Jedda.

	Buttons punched; the screen ebbs, flows and crackles

	on.  ON SCREEN is CHEKOV.

				CHEKOV

		... come in, please.  This is the

		Reliant calling Regula One.  Repeat.

		This is USS Reliant -

				CAROL

		Commander, we are receiving.  This

		is Regula One.  Go ahead.

				CHEKOV

		Ah, Doctor Marcus... good.  We're

		en route to you and should be

		there in three days.

				CAROL

		En route?  Why?  We weren't

		expecting you for another three

		months.  Has something happened?

				CHEKOV

			(fractional pause)

		Nothing has happened.  Ceti Alpha

		Six has checked out.

	Pleased reactions from the scientists.

					(CONTINUED)

31.

42	CONTINUED:  (2)				42

				CAROL

		Well, I - I don't understand

		why you're coming about.

				CHEKOV

		We have received new orders.  Upon

		our arrival at Regula One, all

		materials of Project Genesis will

		be transferred to this ship for

		immediate testing on Ceti Alpha Six.

	Consternation in the lab.  David is livid - the words

	"bullshit" are overlapped by his mother.

				DAVID

		Who in the hell do they think

		they are?!

				CAROL

		Will you please be quiet!

			(back to console)

		Commander Chekov, this is completely

		irregular!

		

				CHEKHOV

		I have my orders.

				DAVID

			(to Carol)

		Pin him down, Mother!

			(to Chekhov)

		Who gave the order?!

	Chekov hesitates, seems to be listening to someone off

	the monitor.

				CHEKOV

		The orders came from Admiral James

		T. Kirk.

	Sensation in the lab.

				DAVID

		I knew it!  I knew it!  All along

		the military's wanted to get

		their hands on this -

	He starts to press a button; Carol pushes his hand

	away and communicates herself.

					(CONTINUED)

32.

42	CONTINUED:  (3)				42

				CAROL

		This is completely improper,

		Commander Chekov.  I have no

		intention of allowing Reliant or

		any other unauthorized personnel

		access to our work or materials.

				CHEKOV

			(pauses; listens)

		I'm sorry you feel that way, Doctor.

		Admiral Kirk's orders are confirmed.

		Please prepare to deliver Genesis

		to us upon our arrival.  Reliant out.

	The image fades.

43	INT. BRIDGE OF RELIANT		43

	Chekov, in a MATCHED CUT, turns away as CAMERA WIDENS

	TO REVEAL KHAN by his side.  He is charming.

				KHAN

		Well done, Commander.

				CHEKOV

		You realize, sir, that they will

		attempt to contact Admiral Kirk

		and confirm the order.

	Khan smiles, more charming than ever as we MOVE IN.

44	EXT. SPACE - ENTERPRISE (FEATURE STOCK)		44

	In no particular hurry.

45	INT. ENTERPRISE CORRIDOR		45

	Kirk waits for the Turbo Lift, which opens at last.  As

	he gets in -

				SAAVIK'S VOICE

		Hold please - !

	Kirk holds and Saavik dashes in.  She is surprised to

	see him.

				SAAVIK

			(continuing)

		Thank you, sir.

					(CONTINUED)

33.

45	CONTINUED:					45

	Kirk nods, the doors close.  There is an uneasy forced

	intimacy between them.

				KIRK

		Lieutenant, are you wearing your

		hair differently?

				SAAVIK

		It's still regulation, Admiral.

				KIRK

		Mm-hm.

	She reaches out and touches a button.  The lift stops.

				SAAVIK

			(continuing)

		May I speak, sir?

				KIRK

		Self-expression doesn't seem to

		be one of your problems.

			(pause)

		You're bothered by your performance

		on the Kobayashi Maru.

				SAAVIK

		I failed to resolve the situation.

				KIRK

		There is no correct resolution.

		It's a test of character.

				SAAVIK

		May I ask how you dealt with the

		test.

				KIRK

			(amused)

		You may ask.

	She starts.

	

				KIRK

			(continuing)

		That's a little joke.

				SAAVIK

		Humor... It is a difficult

		concept... it is not logical...

					(CONTINUED)

34.

45	CONTINUED:  (2)				45

				KIRK

		We learn by doing.

	She's a laff a minute.  Kirk pushes the button; the

	elevator starts.  She studies him, considering  No

	doubt about it, the attraction is mutual and she has

	no idea how to handle  it.  The lift stops and the

	doors open.

				BONES

		Who's been holding up the damn

		elevator?

	He reacts to them.  Saavik exits demurely.

				SAAVIK

		Thank you, sir.

	Bones enters and the doors close.  Kirk studies the

	ceiling.

				BONES

		Did she changed her hairstyle?

				KIRK

		I hadn't noticed.

				BONES

			(finally)

		Wonderful stuff, that Romulan ale -

				UHURA'S VOICE

		Admiral Kirk -

				KIRK

		Kirk here.

				UHURA'S VOICE

		I have an urgent Comm-Pic from

		Space Lab Regula One for you, sir.

		Doctor Carol Marcus.

				KIRK

		I'll take it in my quarters,

		Uhura.

				UHURA

		Aye, sir.

	Awkward silence.

					(CONTINUED)

35.

45	CONTINUED:  (3)				45

				BONES

		It never rains but it pours -

				KIRK

		As a physician you of all people

		should appreciate the dangers of

		re-opening old wounds.

	The elevator stops.  Kirk leaves.  The doors close.

				BONES

			(annoyed with	

			himself)

		Sorry.

46	INT. KIRK'S QUARTERS			46

	FEATURING VIEW SCREEN:  A scramble of interference and

	noise.  A piece of Carol's VOICE breaks through now

	and again as we PULL BACK REVEALING a frustrated Kirk.

	Carol's face appears.  The image will never be stable

	for long; sometimes the sound will be covered.

				CAROL

		Jim, can you read me?

				KIRK

		I can hear you, Carol.  what's

		wrong?

			(STATIC)

		Well, what's the matter?

				CAROL

		Why are you taking Genesis away

		from us?!

				KIRK	

		Taking Genesis?  Who's taking

		Genesis?

				CAROL

		I can see you, but I can't hear!

				KIRK

		Carol!

				CAROL

		Jim, did you give the order?

					(CONTINUED)

36.

46	CONTINUED:					46

				KIRK

		What order?  Who's taking Genesis?

				CAROL

		... Please help us, Jim... I will

		not let them have Genesis without

		proper authorization.

				KIRK

		I've got... Have Genesis?!  Who

		said... !

				CAROL

		On whose authority can they do

		this?!

				KIRK

			(shouts)

		No one's authority!

				CAROL

		Jim, please do something!

	But the picture is irrevocable scrambled now.  Kirk

	pounds the Comm in frustration.

				KIRK	

		Uhura!  What's happening?

				UHURA'S VOICE

		Transmission jammed at the source,

		sir.

				KIRK

		Alert Starfleet Headquarters.

				UHURA'S VOICE

		Aye, sir!

				KIRK

		I want to talk with Starfleet Command.

37	INT. REGULA I LAB			37

	Everyone is talking at once.

				CAROL

		We must have order here.

			(as they subside)

		This has to be some sort of mistake.

					(CONTINUED)

37.

47	CONTINUED:					47

				DAVID

		Mistake?  We're all alone here.

		They waited until everyone was on

		leave to do this.  Reliant is

		supposed to be at our disposal,

		not vice-versa.

				MADISON

		It seems clear Starfleet never

		intended that -

				CAROL

		I know that!  But I can't -

				DAVID

		I've tried to warn you before!

		Scientists have always been pawns

		of the military -

				CAROL

			(angry)

		Starfleet has kept the peace for

		a hundred years.  I cannot and

		will not subscribe to your

		interpretation of this event.

	Silence.

				JEDDA

			(Deltan cool)

		You may be right, Doctor, but what

		about Reliant?  She's on her way.

	Carol reacts:  this is certainly true.

48	INT. SPOCK'S QUARTERS		48

	Spock is at mediation as Kirk enters quietly.  Spock

	looks up.

	

				KIRK

		We have a problem.  Something

		may be wrong at Regula One.  We've

		been ordered to investigate.

				SPOCK

		If memory serves, Regula One is a

		scientific research laboratory.

					(CONTINUED)

38.

48	CONTINUED:					48

				KIRK

		I told Starfleet Command all we

		had was a boatload of children

		but we're the only ship in the

		quadrant.  Spock:  these cadets

		of yours - how good are they?

		Will they respond under real

		pressure?

				SPOCK

		Like all living things, each

		according to his gifts.  Of

		course, the ship is yours.

				KIRK

		No.  That won't be necessary.

		Just get me to Regula One.

				SPOCK

		As a teacher on a training mission,

		I am content to command the

		Enterprise.  If we are to go on

		actual duty, it is clear that the

		senior officer on board must assume

		command.

				KIRK

		It may be nothing.  Garbled

		communications.  You take the ship.

				SPOCK

		Jim... you proceed from a false

		assumption.  I'm a Vulcan.  I have

		no ego to bruise.

	Kirk smiles in bemused wonderment.

				KIRK

		You're about to remind me that

		logic alone dictates your actions?

				SPOCK

		I would not remind you of that which

		you know so well.

			(pause)

		If I may be so bold, it was a

		mistake for you to accept promotion.

		Commanding a Starship is your first,

		best destiny.  Anything else is a

		waste of material.

              

   		                                 (CONTINUED)

39.

48	CONTINUED:  (2)				48

				KIRK

		I would not presume to debate you.

	

				SPOCK

		That is wise.  In any case, were I

		to invoke logic, logic clearly dictates

		that the needs of the many outweigh

		the needs of the few.

				KIRK

		Or the one.

	Spock inclines his head.

				SPOCK

		You are my commanding officer.  You

		are also my friend.  I have been

		and always shall be yours.

49	INT. ENTERPRISE BRIDGE		49

	The activity is normal.  The Turbo Lift opens and Kirk

	strides in.  Bones and Saavik react to the following:

				KIRK

		Stop energizers.

				SULU

		Stop energizers.

				KIRK

		Prepare speakers.

	They look wonderingly.  Kirk takes a breath -

				KIRK

			(continuing)

		An emergency situation has arisen.

		By order of Starfleet Command, as

		of now, eighteen hundred hours, I

		am assuming command of this vessel.

		Duty officer so note in the ship's log.

		Plot a new course:  for Space Laboratory

		Regula One.

			(pushes a button)

		Mister Scott?

			SCOTTY'S VOICE

		Aye, sir.

					(CONTINUED)

40.

49	CONTINUED:					49

				KIRK

		We'll be going to warp speed -

			

				SCOTTY'S VOICE

		Aye, sir -

				SULU

			(overlapping)

		Course plotted for Regula One,

		Admiral...

				KIRK

		Engage warp engines -

				SAAVIK

			(comes out of being

			stunned)

		Prepare for warp speed.

				SULU

		Ready, sir.

				KIRK

			(to crew and

			trainees)

		In know that none of you were

		expecting this.  I'm sorry.  I'm

		going to have to ask you to grow

		up a little bit sooner than you

		expected.

			(to Sulu)

		Warp five, Mister Sulu.

				SULU

			(to himself)

		Well, so much for the little

		training cruise.

	And with a great thrust of energy -

50	EXT. SPACE - ENTERPRISE (FEATURE STOCK)		50

	The ship accelerates, and then, with an eye-filled

	burst, whips ahead to warp speed, disappearing.

51	EXT. SPACE, FEATURING THE RELIANT

	moving towards us, in opposite to the previous SHOT,

	close enough for us to read her markings.

					(CONTINUED)

41.

51	CONTINUED:					51

				WOMAN'S VOICE

		Course to intercept Enterprise

		ready, sir.

				KHAN'S VOICE

		Excellent!

52	INT. RELIANT BRIDGE			52

	Khan occupies the Captain's chair.  We PULL BACK:  the

	crew of the RELIANT has been replaced by Khan's

	followers in their odd-looking clothes.

	At the helm is Joachim, Khan's lieutenant.  He is the

	largest and brightest of Khan's group.  Terrell sits in

	the First Officer's chair, Chekov at the Comm Console.

	Their behavior is normal, save for subtle hesitation,

	symptoms of their mind-controlled state.

				KHAN

		Helmsman?

				JOACHIM

		Sir, may I speak?  We're all with

		you, sir, but consider this.  We

		are free, we have a  ship and the

		means to go anywhere we will.  We have

		escaped from permanent exile on Ceti

		Alpha Five.  You have proved your

		superior intellect and defeated the

		plans of Admiral Kirk.  You do not

		need to defeat him again.

				KHAN

		He tasks me!  He tasks me!  And I

		shall have him.  I'll chase him	

		round the moons of Nibia and round

		the Antares malestrom and round

		perdition's flames before I give

		him up.

			(as no one speaks)

		Prepare to alter course.

53	EXT. SPACE STATION REGULA I		53

	Floating quietly around the planet below.  Tranquil

	as we PUSH SLOWLY IN.

	OVER we can hear, FILTERED, UHURA'S VOICE:

					(CONTINUED)

42.

53	CONTINUED:					53

				UHURA'S VOICE

		Space Station Regula One, please

		come in.

54	INT. ENTERPRISE BRIDGE		54

	FEATURING Spock and Uhura, as she keeps trying -

				UHURA

		Doctor Marcus, please respond!

		This is Enterprise call-

			(beat, to Spock)

		- it's no use; there's no response

		from Regula One.

				SPOCK

		But no longer jammed?

				UHURA

		No, sir.  No nothing.

	Spock considers, moves to Kirk.

				SPOCK

		There are two possibilities.

		They are unable to respond, they

		are unwilling to respond.

				KIRK

		How far?

				SPOCK

		Twelve hours, forty-three minutes,

		present speed.

				KIRK

		Give up Genesis, she said.  What in

		God's name does that mean?  Give it

		up to whom?

				SPOCK

		It might help my analysis if I knew

		what Genesis was.  Beyond the

		Biblical reference.

	Kirk looks at him, nods; rising now.

				KIRK

		Uhura, have Doctor McCoy join us inn

		my quarters.

					(CONTINUED)

43.

54	CONTINUED:					54

				UHURA

		Aye, sir.

				KIRK

		Mister Saavik?  You have the con.

	They start for the Turbo Lifts as Saavik reacts -

55	KIRK'S QUARTERS				55

	Kirk and Spock as Bones enters -

				BONES

		I've got the sick bay ready.  Will	

		someone please tell me what's

		going on?

				KIRK

			(dims lights)

		Computer.  Request security

		procedure and access to Project

		Genesis Summary.

				COMPUTER VOICE

		Identify for retina scan.

				KIRK

		Kirk, Admiral James T.

	The screen is suddenly busy with coded read-outs and

	then computer graphics of retina patterns.  Then it

	glows green.  SECURITY CLEARANCE, CLASS 1 GRANTED.

				COMPUTER VOICE

		Security scan approved.

				KIRK

		Summary, please.

	More coded read-outs, a red line SECURITY SCAN, then

	over it APPROVED, in green.  Replaced by:

56	ON SCREEN INT. CAROL MARCUS' LAB, REGULA I		56

	Carol appears, FACING CAMERA, not used to it.  To one

	side stands David and behind them, the lab.

				CAROL

		Project Genesis.  A proposal to

		the Federation.

44.

57	ANGLE -KIRK, SPOCK, BONES		57

				SPOCK

		Carol Marcus -

				KIRK

		Yes.

58	 ON SCREEN (AND INTERCUT)		58

				CAROL

		What exactly IS Genesis?  Well, put

		simply, Genesis is life from

		lifelessness.  It is a process

		whereby the molecular structure is

		reorganized at the sub-atomic level

		into life generating matter of equal

		mass.  Stage One of our experiments

		was conducted in the laboratory.

		Stage Two of the series will be

		attempted in a lifeless underground;

		Stage Three will involve the process

		on a planetary scale.  It is our

		intention to introduce the Genesis

		device into a preselected space body,

		a moon or other dead form.

	(DNA TAPE ACCOMPANIES, AD LIB)

59	ILM MONITOR SEQUENCE			59

				CAROL

		It is our intention to introduce

		the Genesis device to a preselected

		area of a lifeless space body, a

		moon or other dead form - the

		device is delivered -

60	ON BONES, SPOCK AND KIRK		60

	react with wonder -

61	BACK TO MONITOR				61

				CAROL

		- instantaneously causing what

		we call the Genesis effect.

				(MORE)

					(CONTINUED)

45.

61	CONTINUED:					61

				CAROL (CONT'D)

		Matter is reorganized with life

		generated results.

			(pause)

		Instead of a dead moon, a living

		breathing planet, capable of

		sustaining whatever life forms we

		see fit to deposit on it...

				SPOCK

		Fascinating.

				CAROL

		The reformed moon simulated here

		represents the merest fraction

		of the Genesis potential, should the

		Federation wish to pursue the

		experiments to their logical

		conclusion.

62	BACK TO CAROL IN LAB			62

				CAROL

		When we consider the cosmic

		problems of population and food

		supply, the usefulness of this

		process becomes clear.  This

		concludes our proposal.  Thank

		you for your attention.

	The tape becomes snowy and blinks off.

	Kirk looks at Bones and Spock - they are stunned.

				SPOCK

		It literally is Genesis.

				KIRK

		The power of creation -

				SPOCK

		Have they proceeded with their

		experiments?

				KIRK

		Well, the tape was made a year

		ago.  I can only assume they've

		reached Stage Two by now -

					(CONTINUED)

46.

62	CONTINUED:					62

				BONES

		But dear Lord, do you think we're

		intelligent enough to - Suppose,

		what if this thing were used where

		life already exists?

				SPOCK

		It would destroy such life in favor

		of it's new matrix -

				BONES

		It's new - Do you any idea what

		you're saying?

				SPOCK

		I was not attempting to evaluate

		its moral implications, Doctor.

		As a matter of cosmic history, it

		has always been easier to destroy

		than to create -

				BONES

		Not anymore!  Now we can do both

		at the same time!  According to myth,

		the earth was created in six days.

		Now watch out:  here comes Genesis;

		we'll do it for you in six minutes -

				SPOCK

		Really, Doctor McCoy, you must

		learn to govern your passions.  They

		will be your undoing.  Logic suggests -

				BONES

		Logic??

			(to Kirk)

		My God!  The man's talking about

		logic!  We're talking about

		universal Armageddon!

			(to Spock)

		You green-blooded, inhuman...

				SAAVIK'S VOICE

			(intercom)

		Bridge to Admiral Kirk.  Admiral?

		Sensors indicate a vessel in our

		area, closing fast.

				KIRK

		What do you make of her?

					(CONTINUED)

47.

62	CONTINUED:  (2)				62

				SAAVIK'S VOICE

		It's one of ours, Admiral... it's

		Reliant.

				SPOCK

		Reliant?!

63	INT. ENTERPRISE BRIDGE		63

	The whoosh of the Turbo doors and Kirk, Bones and Spock

	assume their posts.  Saavik stand next to Kirk's chair.

				KIRK

			(to Uhura)

		Try the emergency channels...

			(to Saavik)

		Picture, Mister Saavik.

64	ANGLE INCLUDING THE FORWARD SCREEN		64

	Space; a tiny dot in the distance, growing larger.

65	EXT. SPACE - THE RELIANT		65

	boring forward ominously.

66	INT. BRIDGE - THE RELIANT		66

	Khan and his crew; no sign of Chekov and Terrell.

	On Khan's screen, the Enterprise grows larger -

				KHAN

			(almost sing-song

			with joy)

		Slow to one-half impulse power.

		Let's be friends...

				JOACHIM

		Slowing to one-half impulse

		power.

67	INT. ENTERPRISE BRIDGE

	

				SULU

		Reliant in our section, this

		quadrant, sir, and slowing -

					(CONTINUED)

48.

67	CONTINUED:					67

	Visual of Reliant appears.

				SAAVIK

		Sir, may I quote General Order

		Twelve?  'On the approach of any

		vessel, when communications have

		not been established - '

				SPOCK

		Lieutenant, the Admiral is well	

		aware of the regulations.

				SAAVIK

		Aye, sir.

				KIRK

		Is it possible their Comm system

		has failed - ?

				SPOCK

		It would explain a great many

		things -

68	INT. RELIANT BRIDGE			68

				JOACHIM

		They're requesting communications,

		sir.

				KHAN

		Let them eat static.

				JOACHIM

		They're still running with shields

		down.

				KHAN

		Of course.  We're one big happy

		fleet.  Ah, Kirk, my old friend, do

		you know the Klingon proverb that

		tells us revenge is a dish that is

		best served cold?

			(pause)

		It is very cold in space.

49.

69	INT. ENTERPRISE BRIDGE		69

				KIRK

			(watches the screen)

		This is damned peculiar.

			(beat)

		Yellow alert.

				SAAVIK

		Energize main defense fields.

	ALARMS SOUND.  The lights on the bridge dim into the

	soft reddish glow of battle illumination.  ADDITIONAL

	CREW troop in to man vacant consoles.

				UHURA

		I'm getting a voice message.

		They say their chambers coil is

		overloading their Comm system.

				KIRK

		Spock?

				SPOCK

		Scanning.  Their coil emissions

		are normal!

	He steps to his station.

70	EXT. SPACE					70

	The two ships are very close, barely moving as they

	inch towards each other.

71	INT. RELIANT BRIDGE			71

				JOACHIM

		They still haven't raised their

		shields.

	Khan is half out of his seat, sweating with anticipation.

				KHAN

		Raise ours!

72	INT. ENTERPRISE BRIDGE		72

				SPOCK

		Their shields are going up!

50.

73	INT. RELIANT BRIDGE			73

				KHAN

		Lock phasers on target.

				JOACHIM

		Locking phasers on target.

74	INT. ENTERPRISE BRIDGE - FAVORING SPOCK		74

	He reacts to his blue-lit scope.

				SPOCK

		They're locking phasers - !

				KIRK

		Raise shields!

	But the ENTIRE BRIDGE is ROCKED by a shock impact,

	some of the crew sent flying.

75	INT. RELIANT BRIDGE			75

				KHAN

			(SHOUTS)

		Fire!!

76	EXT. SPACE					76

	Reliant firing phasers at Enterprise.  A hit in the rear

	of the engine room area, debris flying into the void.

77	INT. ENTERPRISE ENGINE ROOM		77

	An explosion rips through the facility, sending yellowish

	green GAS hurtling down the long facility towards us.

	Crewmen are hurled through the air, screaming.

78	ANGLE - THE GREAT AUTO DOORS		78

	roll closed, sealing off the damaged tail section.

	SIRENS SHRIEKING!

79	ANGLE - THE TRAINEES			79

	terrified, scramble to get out amid the deadly yellowish

	green smoke, the cries.

51.

80	ANGLE - SCOTTY				80

	trying to rally them - and he puts his own respirator

	on, as do some of the veterans.  Preston dons his

	respirator - and stays.

81	HIGH ANGLE					81

	The ANGLE WE SAW during the inspection.  The trainees, in

	panic amid the gas crawl over each other trying to get

	out.  They scramble over each other's shoulders in the

	efforts to escape, screaming and shouting.

82	INT. ENTERPRISE BRIDGE		82

	The bridge is slowly righting.  Crew members getting

	back to their stations.  On speaker, we hear the CRIES

	AND SHOUTS of the engine room.

				KIRK

		Sulu, get those shields up!

				SULU

		Trying, sir!

			(crew reactions;

			EXPLOSIONS)

		I can't get power, sir!

				KIRK

		Scotty!

	Scotty's voice is faint, drowned by the screams and

	cries from a dozen intercom stations.

				KIRK

			(continuing)

		Uhura, turn off those damn channels!!

	

	Uhura does.  there is a dead silence.  Then:

				UHURA

		Mister Scott on discrete.

83	INT. ENGINE ROOM - FAVORING SCOTTY		83

	Behind, the Crew Chief and a few others work feverishly

	in respirators.  Scotty, in respirator, with a throat

	mike which FILTERS his voice.

					(CONTINUED)

52.

83	CONTINUED:					83

				SCOTTY

		We're just hanging on, sir.  The

		main energizer's out!

				KIRK

		Try auxiliary power!

				SCOTTY

		Aye!

64	ENTERPRISE BRIDGE			64

				KIRK

		Damage report.

	ON SCREEN computer graphics, red flashing lights indicate

	damaged areas.  Spock steps up to Kirk evaluating the

	display.

				SPOCK

		They knew exactly where to hit us.

				KIRK

		WHO?  Who knew  where to hit us?

		And why?

				SPOCK

			(shakes head)

		One thing is certain; we cannot

		escape on auxiliary power.

				KIRK

		Visual!

			(sees visual)

		Sulu, divert all power to phasers!

				SPOCK

			(re: screen)

		Too late -

	On VISUAL SCREEN, photon torpedoes approach.

				KIRK

		Hang on!

	The bridge is shaken badly, screens go dark, fires spark

	and erupt.  ALARMS and SOUND full.  Crew personnel try

	to put out electrical fires, help the fallen -

53.

85	EXT. SPACE - RELIANT			85

	circling Enterprise.

86	INT. RELIANT BRIDGE - FAVORING KHAN AT DASH		86

	The glow of the O.S. screens and battle illumination

	highlighting the passion in his eyes.

87	INT. ENTERPRISE BRIDGE

	The firefighting continues.

				KIRK

		Scotty - what's left?

				SCOTTY'S VOICE

		Just the batteries, sir.  I can

		have auxiliary power in a few

		minutes -

				KIRK

		We don't have a few minutes.  Can you

		give me phaser power?

				SCOTTY'S VOICE

		A few shots, sir.

				SPOCK

		Not enough against their shields.

				KIRK

		Who the hell are they?

				UHURA

		Admiral... The commander of the

		Reliant is signaling.

			(a pause)

		He wishes to discuss terms of our

		surrender.

	There is a moment.  Kirk looks around the battered

	bridge, and his eyes meet Spock's, and Saavik's.

				KIRK

		Visual on screen.

				UHURA

			(hesitating)

		Admiral -

					(CONTINUED)

54.

87	CONTINUED:					87

				KIRK

		Do it, while we still have time.

				UHURA

		On screen, sir.

	All eyes go to the SCREEN.  After momentary visual

	confusion, Khan's face appears, smiling -

				KIRK

			(continuing; dumbfounded)

		Khan!

				KHAN

		You still remember, Admiral.  I

		cannot help but be touched.  I of

		course, remember you.

				KIRK

		What is the meaning of this attack?

		Where is the crew of the Reliant?

	

				KHAN

		Surely I have made my meaning plain.

		I mean to avenge myself upon you,

		Admiral.  I've deprived your ship	

		of power and when I swing around I

		mean to deprive you of your life -

88	EXT. SPACE					88

	We can see Reliant making a large arc as she prepares

	to come back for another round.

89	INT. ENTERPRISE BRIDGE		89

				KHAN

			(ON SCREEN)

		- But I wanted you to know first

		who it was who had beaten you!

				KIRK

		Khan - if it's me you want, I'll

		have myself beamed aboard.  Spare

		my crew.

90	EXT. SPACE					90

	Reliant continues her slow arc.

55.

91	INT. ENTERPRISE BRIDGE		91

				KHAN

			(ON SCREEN)

		I make you a counter-proposal.

		I'll agree to your terms, if...

		if... in addition to yourself,

		you hand over to me all data

		and material regarding the project

		called Genesis.

	Reactions from Spock and Kirk.

				KIRK

		Genesis, what's that?

				KHAN

		Don't insult my intelligence, Kirk.

				KIRK

		Give me some time to recall the data

		on our computers -

				KHAN

		I give you sixty seconds, Admiral.

	Kirk turns from the screen -

				KIRK

		Clear the bridge.

				SPOCK

		Well, at least we know he doesn't

		have Genesis.

				KIRK

		Just keep nodding as though I'm

		still giving orders.  Mister Saavik,

		punch up the data charts of Reliant's

		command console.

				SAAVIK

		Reliant's command...

				KIRK

		HURRY.

				KHAN

		Forty-five seconds!

				SPOCK

		The prefix code?

					(CONTINUED)

56.

91	CONTINUED:					91

				KIRK

		It's all we've got.

				SAAVIK

		The chart's up, sir.

				KHAN

		Admiral!

				KIRK

			(to Khan)

		We're finding it.

				KHAN

		Admiral!!

				KIRK

		Please, please - you've got to

		give us time - The... the bridge

		is smashed,  the computers

		inoperative...

				KHAN

		Time is a luxury you don't have,	

		Admiral.

92	EXT. SPACE					92

	Reliant, her arc completed, is coming back.

93	INT. ENTERPRISE BRIDGE		93

				KIRK

			(to himself)

		Damn.

				KHAN

		Admiral?

				KIRK

		It's coming through now, Khan.

				SPOCK

		Reliant's prefix number is one-

		six-three-zero-nine.

				SAAVIK

		I don't understand -

					(CONTINUED)

57.

93	CONTINUED:					93

	Kirk puts on his spectacles -

				KIRK

		You have got to learn WHY things

		work on a Starship.

				SPOCK

			(descends)

		Each ship has its own combination

		code...

				KIRK

		... to prevent an enemy to do

		what we're attempting; using

		our console to order Reliant to

		lower her shields...

				SPOCK

			(at the weapons console)

		Assuming he hasn't changed the

		combination.  He's quite intelligent...

				KHAN

		Fifteen seconds.

	Kirk turns to the screen -

				KIRK

		Khan, how do we know you'll keep

		your word?

				KHAN

			(ON SCREEN)

		Well, I've given you no word to

		keep, Admiral.  In my judgement, you

		simply have no alternative.

				KIRK

		I see your point.  Stand by to

		receive our transmission.

	He turns from the screen again, softly:

				KIRK

			(continuing)

		Mister Sulu, lock the phasers on

		target and await my command...

				SULU

			(quietly)

		Phasers locked...

					(CONTINUED)

58.

93	CONTINUED:  (2)				93

	They're all sweating.

				KHAN

		Time's up, Admiral.

				KIRK

			(dry)

		Here it comes.  Now, Mister Spock.

94	CLOSEUP SPOCK'S HANDS PUNCHING IN THE PREFIX CODE	94

	followed by other signals.

95	INT. RELIANT BRIDGE			95

				JOACHIM

			(stares at his console)

		Sir - our shields are dropping!

				KHAN

		Raise them -

	Joachim punches frantically -

				JOACHIM

		I can't!

				KHAN

		Where's the override?? The

		override!!

	All monitors are haywire now that Enterprise is tapped

	in.  They search wildly for the right switch, but...

96	INT. ENTERPRISE BRIDGE		96

97	CLOSEUP - KIRK				97

				KIRK

		FIRE!

98	CLOSEUP - SULU'S HANDS		98

	punching.

				KIRK

		FIRE!

	

59.

99	EXT. SPACE					99

	Enterprise fires at Reliant inflicting heavy damage.

100	INT. RELIANT BRIDGE			100

	A shambles - debris flying; Khan knocking to the

	deck.  He struggles to his feet through wiring -

				KHAN

			(enraged)

		FIRE!  FIRE!

				JOACHIM

		We can't fire, sir!

				KHAN

		Why can't you?

				JOACHIM

		They've damaged the photon control

		and the warp drive.  We must withdraw!

				KHAN

		No!  No!!

				JOACHIM

		Sir, we must!  The Enterprise can wait;

		she's not going anywhere.

	Khan clams as the other holds him; he breaths deeper.

101	EXT. SPACE					101

	Reliant turns away.

102	ENTERPRISE BRIDGE			102

	They watch ON SCREEN as Reliant hauls off.

				SULU

			(breathless)

		Sir, you did it.

				KIRK

			(enraged)

		I did nothing - except get caught

		with my britches down.

				(MORE)

					(CONTINUED)

60.

102	CONTINUED:					102

				KIRK (CONT'D)

		I must be getting senile.  Mister

		Saavik, you go right on quoting

		regulations.  In the meantime, let's

		find out how badly we've been hurt.

	The Turbo doors whoosh open as Kirk reaches them.

	Scotty stands there, tears streaming down his face;

	he holds the body of Midshipman Preston.

	Both of them are covered in blood.  He sways into Kirk's

	arms as the others rush forward.

103	EXT. SPACE					103

	The Enterprise, motionless, scars of battle showing.

104	INT. SICK BAY				104

	MANY CASUALTIES IN EVIDENCE

	Kirk enters and LEADS CAMERA THROUGH them; he has a

	word or two for men he doesn't know by name.  Kirk leads

	us to the operating theater, where Bones works over

	Preston.  Scotty stands by, his lips trembling.  Preston

	opens his eyes, sees Scotty and Kirk.

				PRESTON

			(faint)

		Is the word given, Admiral?

	Scotty's eyes fill with tears, looks at Kirk.

				KIRK

			(soft)

		The word is given:  warp speed.

				PRESTON

			(almost smiles)

		Aye...

	He dies.  Pause.  Scotty looks across the body at Kirk.

				SCOTTY

			(with sob)

		He stayed at his post... when the

		trainees ran!

					(CONTINUED)

61.

104	CONTINUED:					104

				SPOCK'S VOICE

		Admiral, this is Spock.

	Kirk hits a wall intercom -

				KIRK

		Yes, Spock.

				SPOCK'S VOICE

		Engine room reports auxiliary power

		restored.  We can proceed at impulse

		power.

				KIRK

			(thinks)

		Best speed to Regula One.  Kirk out.

				BONES

		I'm sorry, Scotty.

105	EXT. SPACE - REGULA I SPACE STATION		105

	Regula, the dead planet beyond, as the Enterprise

	moves forward toward it.

			SULU (V.O.)

		Approaching Regula and Space Lab

		Regula One.

				UHURA

		Space Station Regula One, this is

		the Starship Enterprise.  Please,

		come in.

106	INT. SPACE STATION REGULA I - CAROL'S LAB - ON SCREEN	106

	As before, Uhura's image, imploring a response.

				UHURA

		Space Station Regula One, do

		you read?  Space Station Regula

		One, this is Enterprise.  Please

		acknowledge.

	During this, CAMERA HAS PANNED CLOSE AMONG the technical

	clutter.  Then sudden.  SOUND - eerie, frightening.

	Our ears cannot place it... and before we can, it is

	gone.  A warning.

62.

107	EXT. SPACE - REGULA I SPACE STATION		107

	Enterprise moves in front of stationary Regula I.

				UHURA'S VOICE

		This is Enterprise.  Do you read

		me?  Space station Regula One,

		do you read?  Please come in.

108	INT. BRIDGE - ENTERPRISE		108

	Battle damage, some repaired, some not.  The bridge

	is filled with tension, all hands at station.

				UHURA

		There's no response, sir.

				KIRK

		Sensors, Captain?

				SPOCK

		Scanners and sensors are still

		inoperative.  There is no way to

		ascertain what's inside the station.

				KIRK

		No way of telling if Reliant is

		still in the area...

				SPOCK

		Precisely.

				KIRK

			(with irony)

		What do you make of that planetoid

		beyond?

				SPOCK

		Regula is a class "D."  It consists

		of various unremarkable ores.  

		Essentially, a great rock in space.

				KIRK

		And the Reliant could be hiding

		behind that rock.

			

				SPOCK

		A distinct possibility.

				KIRK

		Engineering?

					(CONTINUED)

63.

108	CONTINUED:					108

				SCOTTY'S VOICE

		Aye, sir?

				KIRK

		Mister Scott, do you have enough

		power for the transporters?

	

				SCOTTY'S VOICE

		Barely, sir.

				KIRK

			(the decision)

		I'm going down there.

	He starts out.  Bones stops him.

				BONES

		Khan could be down there.

				KIRK

		He's BEEN there.  Hasn't found

		what he wants.  Can you spare

		someone?  There may be people hurt.

				BONES

		Yeah.  I can spare me...

				SAAVIK

		Begging the Admiral's pardon:

		General Order Fifteen:  'No flag

		officer shall beam into a hazardous

		area without armed escort.'

				KIRK

		There's no such regulation.

	Saavik's gaze falters.

				KIRK

			(continuing)

		All right, join the party.

		Mister Spock, the ship is yours.

				SPOCK

		Jim?  Be careful.

	Kirk, Bones, and Saavik head for the Turbo doors.

109	EXT. SPACE - SPACE STATION REGULA I		109

	CLOSER ANGLE now.  The silence is ominous.

					

64.

110	INT. SPACE STATION REGULA I - CAROL'S LAB		110

	empty, except for the hums and crackles of abandoned

	equipment.  With a FAMILIAR SOUND, BONES, KIRK and

	SAAVIK MATERIALIZE.  All have phasers, communicators

	and tricorders.

	For a moment they look around, seeing emptiness.

	Like being in a haunted house.

				SAAVIK

			(raises tricorder)

		Indeterminate life signs.

				KIRK

		Phasers on stun.  Move out.

	They separate.  Each begins to search.

111	ANGLE WITH SAAVIK			111

	She moves to the electronic and data area, examines

	the consoles, the equipment, then settles for the data

	bank.  She starts keying sequences with the computer.

112	INT. SPACE STATION - BONES		112

	He shows signs of fear as he walks though the

	deserted place, like a scuba diver exploring a cave.

	We want him to go back.  A NOISE.  Bones reacts with

	brave apprehension.

	Rounding a corner, he starts:  A RAT scuttles right

	in front of him.

	Bones sighs with relief and moves forward.  We think

	he's safe.

	SUDDENLY SOMETHING FALLS RIGHT ON HIS FACE:  an upside-

	down human arm.

				BONES

		Jim!

113	SAME LOCALE - LATER			113

	Kirk helps Bones cut down the last of the five BODIES

	from where they were hanged, upside-down.

					(CONTINUED)

65.

113	CONTINUED: 				113

	Having recovered his composure, Bones examines the

	corpses.  We RECOGNIZE Madison, March, among others.

				BONES

		Well, rigor hasn't set in.  This

		couldn't have happened too long

		ago, Jim.

	Kirk looks around, despairingly -

				KIRK

		Carol...

114	INT. ENTERPRISE BRIDGE		114

	Spock stand behind Uhura seated at Comm console,

	speaking into headset.

				UHURA

		This is Enterprise calling Space

		Station Regula One.  Respond, please.

115	INT. SPACE LAB REGULA I - LABORATORY		115

	Bones and Kirk kneel over the bodies on the floor.

	WITH SAAVIK working with console.  Something puzzles

	her.  She frowns, but a NEW SOUND distracts her.  She

	looks up and moves off.

				SAAVIK'S VOICE

		Admiral!  Over here.

116	FULL SHOT - IN THE LAB		116

	A moan is heard.  All three now converge on the area.

	As they  near it, Saavik's tricorder hums furiously.

	Be this a room, a locker or some other place, this

	time they - "open the door."  The limp bodies of

	Chekov and Terrell fall out.

				UHURA'S VOICE

			(ON SCREEN)

		Doctor Marcus, come in, please!

	She will continue sporaddically.

				KIRK

		Oh, my God!

66.

117	INT. ENTERPRISE BRIDGE - FAVORING UHURA		117

				UHURA

		Please acknowledge signal.  Please -

				SAAVIK'S VOICE

		Commander Uhura, this is Lieutenant

		Saavik.  We're all right.  Please,

		stand by.  Out.

118	INT. SPACE STATION - TIGHT GROUP		118

	Chekov opens his eyes, and stares into Kirk's.

				CHEKOV

		Oh sir.  It was Khan!  We found him

		on Ceti Alpha Five.

				KIRK

		Easy,  Easy, Pavel.

				CHEKOV

		He - put creatures in our bodies.

		To control our minds.

	Bones takes over Chekov.

				BONES

		It's all right, you're safe now...

				CHEKOV

		... Made us say - lies.  Do...

		things.. But we beat him... He

		thought he controlled us, but he

		did not... The Captain was strong.

	Chekov breaks into tears.  Kirk looks at Terrell, who

	is more composed.

				KIRK

		Captain.  Where's Doctor Marcus?

		Where're the Genesis materials?

				TERRELL

		He couldn't find them.  Even the data

		banks were empty.

				KIRK

			(ponders)

		Erased?

					(CONTINUED)

67.

118	CONTINUED:					118

				TERRELL

		He tortured those people.  But

		none of them would tell him anything.

		He went wild.  He slit their throats.

		He wanted to tear the place apart,

		but he was late:  he had to get back

		to the Reliant in time to blow you

		to bits.

				SAAVIK

		Where's the Reliant's crew?  Dead?

				TERRELL

		Marooned on Ceti Alpha Five.  He's

		completely mad, Admiral.  He blames

		you for the death of his wife.

				KIRK

		I know what he blames me for.

			(thinks)

		The escape pods are all in place.

			(looks around)

		Where's the transporter room?

119	INT. SPACE STATION TRANSPORTER ROOM		119

	

	Kirk, wearing his spectacles, studies the transporter

	consoles.  ANGLE WIDENS TO REVEAL the transporter pods,

	and the others, b.g.

				KIRK

		Did he make it down here?

	Chekov and Terrell look at each other; they seem a bit

	stronger.

				CHEKOV

		It was not my impression.  He spent

		most of his time trying to wring

		the information out of the people.

	Saavik approaches Kirk:

				SAAVIK

		Anything?

	Kirk looks at her over the rims of the glasses:

					(CONTINUED)

68.

119	CONTINUED:					119

				KIRK

		The unit's been left on.  This

		means nobody remained to turn

		it off.

				BONES

		Those people back there bought

		escape time for Genesis with their

		lives.

	Saavik studies the console.

				SAAVIK

		This is not logical.  These

		coordinates are deep inside Regula

		- a planetoid we know to be

		lifeless.

				KIRK

			(wheels turn)

		If Stage Two was completed, it was

		going to be underground - It was

		going to be underground, she said!

				SAAVIK

		Stage Two of what?

	Kirk gets it.

				KIRK

			(into communicator)

		Kirk to Enterprise.

				SPOCK'S VOICE

		Spock here.

				KIRK

		Captain Spock, damage report.

				SPOCK'S VOICE

		Admiral, if we go by the book,

		like Lieutenant Saavik, hours

		could seem like days.

				KIRK

			(beat)

		I read you, Captain.  Let's have it.

	Fractional pause.

					(CONTINUED)

69.

119	CONTINUED:  (2)				119

				SPOCK'S VOICE

		The situation is grave, Admiral.

		We won't have main power for six

		days.  Auxiliary power has

		temporarily failed.  Restoration

		may be possible in two days.  By

		the book, Admiral.

	Kirk frowns.

				KIRK

		Meaning you can't even beam us

		back?

				SPOCK'S VOICE

		Not at present.

	Kirk looks at Saavik and Bones, decides -

				KIRK

		Captain Spock, if you do not hear

		from us within one hour your orders

		are to restore what power you can,

		get the Enterprise to the nearest

		Star Base and alert Starfleet

		Command as soon as you're out of

		jamming range.

				UHURA'S VOICE

		Sir - we won't leave you behind...!

				KIRK

		Uhura, if you don't hear from us,

		there won't be anybody behind.

		Kirk, out.

			(to Terrell and Chekov)

		Well, gentlemen, you can stay here,

		or...

				

				TERRELL

		If it's all the same, Admiral, we'd

		like to share the risk.

				KIRK

			(hesitates)

		Fine.  Let's go.  Saavik.

				BONES

		Go??  Where are we going?

					(CONTINUED)

70.

119	CONTINUED:  (3)				119

				KIRK

			(points to console)

		Where they went.

	     Kirk walks onto the pods as Saavik works the console,

	     rolling in electronic coding.  The others join Kirk.

				BONES

		Suppose they went - nowhere?

				KIRK	

		Then  this would be your big

		chance to get away from it all.

	Saavik pushes a button, joins them on the pods.  Slowly

	they VANISH.

120	EXT. SPACE - THE PLANETOID REGULA		120

	CAMERA MOVES TOWARD it as the BEAM SOUND continues,

	with irregularity.  The planetoid is ugly and dead.

	The sound frightens us, and climaxes with:

121	INT. ROCKY CAVERN - REGULA		121

	The BEAM SOUND screeches, then settles into its

	comfortable mode as the FIVE FIGURES FLUCTUATE.  FADE,

	then APPEAR.  They look around in wonder and relief.

				SAAVIK

		Admiral -

	She indicates something O.S.  They cross as CAMERA

	REVEALS a cave wall stacked with technical materials

	and crowned by a LARGE PROJECTILE, a giant version

	of the model we saw earlier.  They stare, (N.B. FEATURE

	GENESIS ARMING CONTROL BOX.)

				BONES

		Genesis, I presume?

	They walk by a group of crates.  It all happens very

	fast:  David leaps out and tackles Kirk, throwing him

	to the ground and landing atop him, a knife at his throat.

	At the same time, Bones and Saavik reach for their

	phasers, but Jedda, already armed, steps out.  He has

	them covered and helpless.

				JEDDA

		Phasers down!

71.

122	ANGLE FAVORING DAVID			122

				DAVID

			(to Kirk)

		You!

				KIRK

		Where's Doctor Marcus?

				DAVID

		I'm Doctor Marcus!

	Carol reaches the tunnel entrance to the cave -

				CAROL

		Jim -

				KIRK

		Is that David?

				DAVID

		Mother!  He killed everybody we

		left behind.

				CAROL

		Oh, of course he didn't.  David,

		you're just making this harder -

				TERRELL

		I'm afraid it's even harder than

		you think, Doctor.

	He and Chekov have their phasers trained on them.

				TERRELL

			(continuing)

		Please don't move -

				KIRK

		Chekov - !

				CHEKOV

		I'm sorry, Admiral.

	Terrell speaks into his wrist recorder.

				TERRELL

		Your Excellency, have you been

		listening?

72.

122	INT. RELIANT BRIDGE			122

	CAMERA PANS along Khan's arm to wrist radio and up to

	his face.

				KHAN

		I have indeed, Captain.

123	INT. ROCKY CAVERN			123

				KHAN'S VOICE

		You have done well.

				DAVID

		I know it! - You son-of-a...

	David makes a reckless bread for Terrell, Saavik

	instantly throws herself on him bringing him down as

	Terrell fires, hitting Jedda, who was behind David - 

	a killing ray.  Jedda dematerializes.  Carol SCREAMS

	and David reacts with horror and guilt.

	Most importantly, Chekov begins to tremble.  Terrell

	himself is shaken by his reflexive action.  He's in

	semi-panic.

				TERRELL

		Don't move - Anybody!

				KHAN'S VOICE

		Captain?  We are waiting.

125	INT. RELIANT BRIDGE - FAVORING KHAN		125

	Joachim over his shoulder.  Others in evidence.  Khan

	speaks into the console.

				KHAN

		What's	the delay?

126	INT. ROCKY CAVERN - REGULA		126

				TERRELL

		All is well, sir.  You - you

		have the coordinates to beam

		up Genesis...

73.

127	INT. RELIANT BRIDGE			127

				KHAN

		First thing's first, Captain.

		Kill Admiral...

128	INT. ROCKY CAVERN - REGULA		128

				KHAN'S VOICE

		...Kirk.

	Reactions by all - only Kirk and Bones are unsurprised.

	David and Saavik, dazed, fight the urge to do something.

	Chekov is close to a seizure.  Terrell fights

	conflicting mental signals.

129	INT. RELIANT BRIDGE			129

				TERRELL'S VOICE

		Sir, that is difficult.  I try

		to obey, but...

		

				KHAN

		Kill him!

130	INT. ROCKY CAVERN - REGULA		130

				TERRELL

		I...

	As though tearing off a leach,, Terrell grabs at the

	wrist recorder and flings it tot he ground.  A shockwave

	of pain hits Terrell.  He recovers, trembling and tries

	to obey.  Chekov is shaking badly.  Terrell aims his

	phaser at Kirk.  Chekov slowly raises his phaser and

	aims at Terrell, though his hands are like lead.  We

	THINK Chekov is going to do the right thing.  Then,

	shockingly:  Terrell turns the phaser on himself.

				KHAN'S VOICE

			(still emanates from

			wrist recorder)

		Kill him, Terrell.  Now.

	Terrell does, blowing himself into oblivion.

	

74.

131	ANGLE - FAVORING CHEKOV		131

	He SCREAMS, horribly, drops his phaser, clutching his

	head.  Bones leaps to his side, pulls an injection

	device from his belt pack, jabs it into Chekov's arm.

	Chekov, almost with a sigh of relief, drops.

				BONES

		God sakes!

	They rush to his side, as do Carol and David

132	ANGLE - FAVORING CHEKOV		132

	From the fallen man's ear, something begins to emerge.

133	VERY CLOSE - CHEKOV'S EAR		133

	The Ceti eel crawls out.  It has grown quite large.

134	LOW ANGLE - KIRK			134

	Horror from all.  Kirk picks up a phaser.  As the eel

	clears Chekov, he fires and destroys it.  He shudders,

	then sees the wrist recorder and grabs it.

				KIRK

		Khan, you dirty bloodsucker!!

135	INT. RELIANT BRIDGE			135

				KIRK'S VOICE

		You're	going to have to do your

		own dirty work now!  Do you hear

		me?!  Do you?!

	Khan reacts to Kirk's VOICE:  electric shock.  he

	clutches the communicator, his eye-whites rolling.

				KHAN

		Kirk!  Kirk, you're still alive -

		my old friend...

136	INT. ROCKY CAVERN - FAVORING KIRK		136

				KIRK

		Still 'old friend.'  You've managed

		kill just about everyone else.

75.

137	INT. RELIANT BRIDGE			137

				KIRK'S VOICE

		But like a poor marksman, you keep

		missing the target.

				KHAN

			(ironic)

		Perhaps I no longer need to try.

	He punches several buttons.

138	INT. ROCKY CAVERN - REGULA		138

	In the rocky cavern the transporter beam locks on to the

	Genesis torpedo and it's arming control box.

	As Kirk and the other watch, horrified, Khan beam sup

	the materials.  David tries to reach the torpedo, but

	Saavik holds him fast -

				DAVID

		No - he can't take it - !

	The beam disappears and Genesis with it, leaving them

	alone.

				KIRK

			(desperate)

		Khan, Khan, you've got Genesis...

139	INT. RELIANT BRIDGE			139

				KIRK'S VOICE

		... but you don't have me!  you

		were going to kill me, Khan!

		You're going to have to come down

		here!  You're going to have to

		come down here!

				KHAN

		I've done far worse than kill you.

		I've hurt you.  And I wish to go on

		hurting you.  I shall leave you,

		as you left me -

76.

140	INT. ROCKY CAVERN -REGULA		140

				KHAN'S VOICE

		... as you left her.  Marooned for

		all eternity in the center of a dead

		planet -

141	INT. RELIANT BRIDGE			141

				KHAN

		Buried alive!

142	INT. ROCKY CAVERN - REGULA		142

				KHAN'S VOICE

		Buried alive!

				KIRK

		Khan!

143	EXT. REGULA PLANET SURFACE		143

	CAMERA PULLS UP and BACK over rocky surface.

				KIRK'S VOICE

		Khan!

	INT. RELIANT BRIDGE			144

	Khan closes his eyes in voluptuous satisfaction.

145	INT. ROCKY CAVERN			145

	As before, Saavik is on the communicator.

				SAAVIK

		This is Lieutenant Saavik, calling

		Enterprise... Can you read us?

	She keeps trying.  Chekov stirs -

				BONES

		He's coming around.

	Bones goes and tends Chekov who moans, tries to sit up.

					    (CONTINUED)

77.

145	CONTINUED:					145

				KIRK

		Pavel?

	Chekov tries to smile; Kirk takes his hand.

				SAAVIK

		Can you read us?  It's no use,

		Admiral, they're still jamming our

		channels.

				BONES

			(looks across Chekov)

		If Enterprise followed orders she's

		long since gone.  If she couldn't

		obey, she's finished.

				DAVID

		So are we, it looks like.

				CAROL

		I don't understand.  Who's responsible

		for all this?  Who is Khan?

				KIRK

		Oh, it's a long story.

				DAVID

		We appear to have plenty of time.

				KIRK

		Is there anything to eat?  I don't

		know about anyone else, but I'm

		starved.

				BONES

		How can you think of food at a time

		like this?

				KIRK

		First order of business.  Survival.

				CAROL

		There is food in the Genesis cave,

		enough to last a lifetime - if

		necessary.

				BONES

		We thought this was Genesis.

	Carol laughs - there's an edge of hysteria to it.

					(CONTINUED)

78.

145	CONTINUED:  (2)				145

				CAROL

		This?  It took the Starfleet corps

		of engineers ten months in space

		suits to tunnel out all of this.

		What we did in there - we did in 

		a day.  David, why don't you show

		Doctor McCoy and the Lieutenant our

		idea of food.

				DAVID

		We just can't sit here - !

				KIRK

			(unruffled)

		Oh, yes we can.

				DAVID

			(to Kirk)

		This is just to give us something

		to do, isn't it?

			(he shrugs)

		Come on.

	Saavik and Bones make to follow.  Saavik turns to Kirk -

				SAAVIK

		Admiral?

				KIRK	

		As your teacher Mister Spock is fond

		of saying:  I like to think there

		are always possibilities.

	Saavik turns and exits.

				KIRK

			(continuing, to

			Carol)

		I did what you wanted.  I stayed

		away.  Why  didn't you tell me?

				CAROL

		How can you ask me that?  Were we

		together?  Were we going to be?

		You had your world and I had mine.

		And I wanted him in mine, not chasing

		through the universe with his father.

	Kirk turns away, overcome.  She watches him.

					(CONTINUED)

79.

145	CONTINUED:  (3)				145

				CAROL

			(continuing)

		Actually, he's a lot like you in

		many ways.  Please.  Tell me what

		you're feeling.

				KIRK

		There's a man out there I haven't

		seen in fifteen years who's trying

		to kill me.  You show me a son

		that'd be happy to help him.  My son.

		My life that could have been and

		wasn't.  And what am I feeling?

		Old - worn out.

				CAROL

		Let me show you something that'll

		make you feel young - as when the

		world was new.

	She offers her hand.  After a moment's hesitation,

	Kirk takes her hand and she leads him to the tunnel.

146	INT. RELIANT BRIDGE			146

	Doors slide open REVEALING Joachim.  CAMERA PANS DOWN

	past him to CU Khan.

				JOACHIM

		Impulse power restored.

				KHAN

		Excellent.  More than a match for

		poor Enterprise.

147	INT. TUNNEL				147

	TRUCKING BEFORE Carol and Kirk.  A rising light falls

	on their faces as they walk, they run with excitement

	toward the source.  Kirk races ahead...

147A	KIRK'S POV - MOVING THOUGH THE TUNNEL		147A

	toward an iridescent light at its end, blindingly

	beautiful with color.

	INTERCUT:  THESE TWO ANGLES until WE CAN HARDLY WAIT

	for Kirk to reach the end of the tunnel, and then,

	when he does:

80.

147B	INT. GENESIS CAVE - PROMONTORY LEVEL		147B

	where the rock tunnel ends.  Kirk comes out of the

	tunnel, and his mouth drops open.

147C	FULL SHOT - THE GENESIS CAVE (MATTE AND FX)		147C

	A huge cavern.  Kirk is actually standing at the middle

	of it.  Space extends vastly above and below his point

	of view.  Like Eden, lush growth everywhere, waterfalls,

	and a cobalt of blue sky high, high above where a round orb

	glows sending light and warmth downward.  There is a

	path from where Kirk stands down to the lower level where

	Bones, and the others are waiting and calling to him.

	Mist and haze waft gently across the cavern.

147D	BACK TO KIRK				147D

	as Carol comes up beside him.

				KIRK

		You all did this - in a day?!

				CAROL

		The matrix formed in a day.  The

		life forms grew later - at a

		substantially accelerated rate.

				BONES

		Kirk!  This is fantastic!  Have

		you ever seen the like?

				CARL

		Can I cook or can't I?

148	EXT. SPACE - REGULA			148

	Reliant ominously pokes her nose into the lit side of

	the planet, heading for Enterprise.

149	INT. RELIANT BRIDGE			149

	Joachim stands next to Khan, who frowns suddenly,

	reacting, leaning forward.

150	ON SCREEN					150

	The Regula I Space Station - but where is Enterprise?

81.

151	ON KHAN					151

	frowning with puzzlement.

				KHAN

		Where is she?

152	EXT./INT. GENESIS CAVERN PLATFORM		152

	Past waterfall at Kirk, Saavik, McCoy, David, and Carol

	sitting and standing on grass at mouth of tunnel steps.

	Saavik paces stopping beside Kirk sitting on a rock

	next to Carol.

				SAAVIK

		Sir?  May I ask you a question.

				KIRK

		What's on your mind, Lieutenant?

				SAAVIK

		The Kobayashi Maru, sir.

				KIRK

		Are you asking me if we're playing

		out that scenario now, Lieutenant?

				SAAVIK

		On the test, sir.  Will you tell

		me what you did?  I would really

		like to know.

	Kirk looks at Bones, who smiles -

				BONES

		Lieutenant, you are looking at the

		only Starfleet cadet who ever beat

		the no-win scenario -

				SAAVIK

		How?

				KIRK

		I reprogrammed the simulation so it

		was possible to rescue the ship.

				SAAVIK

		WHAT?

					(CONTINUED)

82.

152	CONTINUED:					152

				DAVID

			(laughs)

		He cheated!

				KIRK

		I changed the conditions of the test.	

		I got a commendation for original

		thinking.

			(pause)

		I don't like to lose.

				SAAVIK

		Then - you never faced that situation

		- faced death...

	He picks up the communicator.

				KIRK

		I don't believe in the no-win

		scenario

			(into communicator)

		Kirk to Spock.   It's two hours.

		Are you about ready?

				SPOCK'S VOICE

		Right on schedule, Admiral.  Just

		give us your coordinates and we'll

		beam you aboard.

	The others are on their feet, stunned with amazement -

				KIRK

		All right!

			(to Saavik)

		I don't like to lose.

	He clicks off.

153	INT. TRANSPORTER ROOM - ENTERPRISE		153

	Kirk, David, Saavik, Carol and Bones, holding the

	semi-conscious Chekov MATERIALIZE.  Spock is there to

	greet them.

				SAAVIK

		But the damage report - we were

		immobilized... Captain Spock said

		it'd be two days.

					(CONTINUED)

83.

153	CONTINUED:					153

				KIRK

		Come, come, Lieutenant, you of

		all people go by the book,  Spock!

		You remember Doctor Marcus...

	They are moving through the room as they talk -

				SPOCK

		Why, of course.

				CAROL

		Hello, Mister Spock.

			

				BONES

		I'm taking this bunch to sick bay.

				SAAVIK

			(overlapping)

		By the book?

				KIRK

		By the book!  Regulation Forty-six-A:

		'If transmissions are being monitored

		during battle...'

				SAAVIK

		...no uncoded messages on an open

		channel...'

	Saavik steps out in front of Spock.

				SAAVIK

			(continuing)

		You lied.

				SPOCK

		I exaggerated.

				KIRK

		Hours instead of days, Saavik.

154	INT. ENTERPRISE CORRIDOR		154

				KIRK

		Now we have minutes instead of

		hours -

	Saavik and Kirk follow Spock.  they stop at a Turbo

	Lift -

					(CONTINUED)

84.

154	CONTINUED:					154

				SPOCK

		They're inoperative below C-deck.

	They race down the corridors as they speak -

				KIRK

		What IS working around here?

				SPOCK

		Not much, Admiral.  We have partial

		main power...

				KIRK

		That's it?

				SPOCK

		Best we could do in two hours.

155	EXT. SPACE & DEAD PLANET		155

	The Enterprise moves forward; CAMERA PANS UP SLOWLY

	over rocky surface to REVEAL the Reliant SEEN above.

156	INT. ENTERPRISE BRIDGE		156

	Full crew in place as doors whoosh open -

				SULU

			(overjoyed)

		Admiral on the bridge -

				KIRK

		Battle stations!

	ALARMS, SIRENS, ETC.  CREW RUSHES INTO PLACE as Kirk,

	Spock and Saavik approach the big screen.

				KIRK

			(continuing)

		Tactical.

	We see the Enterprise emerging from the dark side of

	Gamma Regula, where Reliant is now a moving blip.

				KIRK

			(continuing)

		Uh-oh.

					(CONTINUED)

85.

156	CONTINUED:					156

				SPOCK

		She can still outrun us and out-

		gun us.  But there is the Mutara

		Nebula at one-five-three mark four.

				KIRK

			(studies his console)

		Scotty, can we make it inside?

				SCOTTY

		The energizer's bypassed like a

		Christmas tree - so don't give me

		too many bumps.

				KIRK

		No promises.  On your way.

				SAAVIK

		Trouble with the nebula, sir, is all

		that static discharge and gas clouds

		our tactical display.  Visual won't

		function and shields will be useless.

	Kirk looks over the rims of his glasses at Spock; they

	smile with faint amusement.

				SPOCK

		Sauce for the goose, Mister Saavik.

		The odds will be even.

157	EXT. SPACE					157

	Enterprise travels away from the planet.

158	VARIOUS CORRIDORS, ENTERPRISE		158

	As the lights change, the CREW runs to their stations.

159	INT. HOSPITAL				159

	Crew members raise floor pieces as CAMERA MOVES IN.

	Large torpedo is lowered from above, fitting into floor.

	Crew members run in corridor with equipment.

160	EXT. SPACE & ENTERPRISE		160

	The Enterprise whooshes by CAMERA leaving Regula

	behind.  Reliant now appears in far b.g. and CAMERA

	BEGINS A MOVE to her.

86.

161	INT. RELIANT BRIDGE			161

				KHAN

		There she is!  There she is!

		Ahh!  Not so wounded as we were

		led to believe - so much the better...

162	EXT. SPACE					162

	Reliant moves to and past CAMERA in hot pursuit.

163	EXT. SPACE - SERIES OF SHOTS		163

	Call them SPACE-BYS.  Enterprise rushes TOWARD US,

	flashes BY and CONTINUES towards the swirling nebula.

	THEN Reliant does the same, closer in pursuit.  At

	this moment, half the distance between Regula and

	the nebula has been covered.

164	INT. ENTERPRISE BRIDGE		164

				SPOCK

		Estimating nebula penetration

		in two point two minutes.

		Reliant is closing.

165	EXT. SPACE					165

	Orientation SHOT.  Reliant can clearly see where

	Enterprise is headed -

166	INT. RELIANT BRIDGE			166

				JOACHIM

		If they go in there, we'll lose

		them.

				KHAN

		Explain it to them.

167	SOMEONE PUNCHES A BUTTON		167

168	EXT. SPACE					168

	Reliant's shot crosses Enterprise's bow -

87.

169	INT. ENTERPRISE HOSPITAL		169

	David paces; Carol and McCoy are seated.  The ship

	reverberates with the near miss.

170	INT. ENTERPRISE BRIDGE		170

				SAAVIK

		That was close -

				KIRK

			(unfazed)

		They just don't want us going in

		there.

				SPOCK

		One minute to nebula perimeter.

	The bridge door slides open and David enters. He

	stares in wonder.

171	INT. RELIANT BRIDGE			171

	Khan, seated in the captain's chair, points, reacting.

				KHAN

		Are we slowing?

				JOACHIM

		We can't follow them into the nebula.

		Our shields would be useless.

172	INT. ENTERPRISE BRIDGE		172

				SPOCK

		They are reducing speed.

				KIRK

		Uhura, patch me in -

				UHURA

		Aye, sir... You're on, Admiral.

173	INT. RELIANT BRIDGE			173

				KIRK'S VOICE

		This is Admiral Kirk.

				(MORE)

					(CONTINUED)

88.

173	CONTINUED:					173

				KIRK'S VOICE (CONT'D)

		We tried it once your way, Khan.

		Are you game for a rematch?

	Khan's eyes bulge -

174	INT. ENTERPRISE BRIDGE		174

				KIRK

		Khan - !  I'm laughing...

175	INT. RELIANT BRIDGE			175

				KIRK'S VOICE

		... at the "superior" intellect.

				KHAN

		Full impulse power!

				JOACHIM

		No.  Sir!  You have Genesis -

		You can have whatever you -

				KHAN

		Full power damn you!

	And he reaches across and executes it himself.

176	INT. ENTERPRISE BRIDGE		176

	They react to Reliant's speed-up.  The nebula approach

	is ON SCREEN.

				KIRK

			(dry)

		I'll say this for him:  he's

		consistent.

				SPOCK

		We are now entering the Mutara

		Nebula.

177	EXT. SPACE - THE MUTARA NEBULA		177

	WE'RE VERY CLOSE NOW, and SEE CLEARLY the swirling,

	slowly moving gasses, magenta, purple, etc.

					(CONTINUED)

89.

177	CONTINUED:					177

	There are veils of luminescent materials and through

	all an interlace of unpredictable electrical charges.

	Like lightning, these intermittent great flashes

	illumine whole sections of the nebula.  OUR VIEW is

	moving slowly forward...

				KIRK'S VOICE

		Emergency lights.

178	THE NEBULA					178

	As Enterprise whooshes into the PICTURE headed into

	the purplish gas - and disappears into a cloud bank

	of the stuff.

	A moment then Reliant APPEARS, pursues Enterprise

	into the gloom, also disappears.

179	INT. RELIANT SCREEN			179

	ON SCREEN the picture is squirrelly purple, breaking

	up.  Blindness.  Panic.

				KHAN

		Tactical!

				JOACHIM

			(tries)

		Inoperative.

				KHAN

		Raise the shields...

	Electrical forces raging without are also reflected on

	the circuits within.  It's bumpy, on top of everything

	else.  Electronic WHINING.

				JOACHIM

		As I feared, sir.  Not functional.

		I'm reducing speed.

	Khan does not argue.

180	EXT. SPACE - PURPLE - SERIES OF SHOTS		180

	Cautiously Reliant emerges from a massive "cloudbank."

	electrical discharges abound.  Barely moving, she

	feels her way forward.  Alone.

90.

181	ANGLE WIDENS				181

	A treat:  Enterprise is above and behind Reliant.

182	INT. ENTERPRISE BRIDGE - ON SCREEN		182

	Reliant's image is breaking up.

				CADET'S VOICE

		Target, sir!

				SULU

		Phaser lock inoperative, sir.

				KIRK

		Best guess, Mister Sulu.  Fire

		when ready.

	Sulu strains, then fires - just as an electrical

	disturbance bounces off the bridge -

183	EXT. SPACE NEBULA			183

	The bounce causes Sulu's phaser shot to go wide of

	Reliant, amid CRACKLING discharges -

184	INT. RELIANT BRIDGE			184

	rolls from the near-miss concussion -

				KHAN

		Aft torpedoes - fire - !

185	EXT. SPACE NEBULA			185

	

	Reliant is wide of the mark with a photon torpedo.

	A BLINDING ELECTRICAL DISCHARGE.  When it clears,

	Enterprise appears to be alone.

186	INT. ENTERPRISE BRIDGE		186

	ON SCREEN, nothing but magenta amid picture breakup -

				KIRK	

			(sweating)

		Hold your course.

91.

187	EXT. NEBULA				187

	Enterprise feeling its way...

188	ON BRIDGE - POV ON SCREEN		188

	All peer into the lousy picture.  Occasional electrical

	flashes.

189	EXT. SPACE NEBULA			189

	Still Enterprise moves forward... A LARGE FLASH....

	A SUDDEN GLIMPSE:  Reliant boring in on collision course!

190	INT. ENTERPRISE BRIDGE		190

	A sudden clearing ON SCREEN:  Reliant!

				KIRK

		Evasive starboard!

	Hard over, but not fast enough.  Reliant fires a phaser.

191	EXT. ENTERPRISE				191

	CLOSE, LOW on   Enterprise.

192	RELIANT					192

	HIGH ANGLE as Reliant moves FG, firing.

193	EXT. ENTERPRISE				193

	Reliant's phaser shot hits the Enterprise torpedo

	room in dorsal fin area of ship.

194	INT. ENTERPRISE TORPEDO ROOM		194

	An EXPLOSION rocks the room and...

195	EXT. ENTERPRISE				195

	Phaser fire hits Enterprise, causing white explosion

	to COVER SCREEN.

92.

196	INT. ENTERPRISE ENGINE ROOM		196

	Men fall into explosion area - smoke covers SCREEN.

197	INT. ENTERPRISE BRIDGE		197

	The bridge rattles from the explosion below; Sulu is

	thrown from his chair.  Saavik leaps to her post -

				KIRK

		Fire!

198	EXT. ENTERPRISE				198

	Enterprise fires.

199	EXT. RELIANT				199

	Reliant moving as its bridge is hit by phaser fire.

	Explosion covers SCREEN.

200	INT. RELIANT BRIDGE			200

	The bridge is damaged; Joachim and others are wounded...

	Khan moves around bridge to piece of fallen equipment,

	lifts heavy piece of wreckage and tosses it.  He reacts,

	looking down O.S.

201	INT. ENTERPRISE ENGINE ROOM		201

	Bones is there, helping some stunned crewmen.  The

	reactor room flashes a red warning light and glows

	with a blue light.  The air is heavy with smoke but

	the doors, damaged earlier, still hold.

				KIRK'S VOICE

		Damage, Mister Scott?

				SCOTTY

		Admiral, I've got to take the mains

		off the line.  The - radiation -

	Scotty starts to pass out and McCoy grabs him, dragging

	him out.

				KIRK'S VOICE

		Scotty?!

93.

202	INT. RELIANT BRIDGE			202

	Khan kneels on the floor, holding the dying Joachim

	in his arms.  Joachim dies with his eyes open; Khan

	hugs him fiercely.

				KHAN

		Joachim!

				JOACHIM

		Yours...is...the superior...

				KHAN

		I shall avenge you -

203	EXT. SPACE & NEBULA			203

	Reliant enters and disappears into a deep purple mass.

204	INT. ENTERPRISE BRIDGE		204

	The bridge door opens and closes; Chekov, faint,

	stands there.

				CHEKOV

		Could you use another hand,

		Admiral?

				KIRK

		Man the weapons console, Mister

		Chekov.

	ANGLE FAVORING David as the others react to Chekov

	taking his place.  Quiet.

				KIRK

			(continuing)

		Spock?

	Spock is bent over the scanner -

				SPOCK

		Sporadic energy readings port side,

		aft.  Could be an impulse turn.

				KIRK

		He won't break off now.  He followed

		me this far, he'll be back.  But,

		from where...?

					(CONTINUED)

94.

204	CONTINUED:					204

				SPOCK

		He's intelligent, but not experienced.

		His pattern indicates two-dimensional

		thinking...

	Kirk looks at him, smiles.

				KIRK

		Full stop.

				SULU

		Full stop, sir.

				KIRK

		Descent ten thousand meters.  Stand

		by photon torpedoes.

205	EXT. ENTERPRISE				205

	Enterprise moves DOWN; lights flash within nebula.

	Reliant emerges from murky clouds, moving forward.

206	INT. RELIANT RIDGE			206

	CLOSE on large screen with static and criss-crossing

	colors.  Khan clasps his hands in front of his face,

	sighs, watches O.S. screen, reacting.

207	EXT. RELIANT & ENTERPRISE		207

	Reliant moves into foreground as Enterprise appears,

	moving upward into view behind it.

208	INT. ENTERPRISE BRIDGE		208

	Chekhov's hand pulls out torpedo fire button.

				CHEKHOV

		Torpedoes ready, sir.

209	EXT. RELIANT & ENTERPRISE		209

	Reliant motionless in the f.g. amid occasional flashes.

	Now, behind Reliant and from below, like a great whale

	rising from the depths, Enterprise rises vertically,

	slowly passing the unsuspecting enemy.  When

	Enterprise is above, behind and quite close:

95.

210	INT. ENTERPRISE BRIDGE		210

	Reliant ON SCREEN, intermittent but clear.

				KIRK

		Look sharp!

			(pause)

		Fire!

211	EXT. RELIANT & ENTERPRISE		211

	Enterprise fires.  Reliant's bridge is hit and explodes.

212	INT. RELIANT BRIDGE			212

	Khan is walking forward through doorway to bridge as

	it explodes and he falls, screaming.

213	INT. ENTERPRISE BRIDGE		213

				KIRK

		Fire!

214	EXT. RELIANT & ENTERPRISE		214

	Past Reliant at Enterprise firing torpedoes, hitting

	Reliant's port engine, scattering debris into space.

	CLOSE ON RELIANT EXPLODING

215	INT. RELIANT				215

	Crew men fall from the impact of torpedo fire and

	explosion.

216	EXT. ENTERPRISE				216

	Firing torpedo.

217	EXT. RELIANT				217

	Torpedo hits causing explosion.  Engine breaks away

	into space.  Explosion covers SCREEN.

96.

218	INT. RELIANT BRIDGE			218

	Joachim's body is slumped in FG.  Khan and others are

	thrown about from explosion hitting bridge.

219	EXT. RELIANT				219

	CAMERA PULLS BACK with Reliant moving into FG, one

	engine gone.

220	INT. ENTERPRISE BRIDGE		220

	No cheers, just deadly professionalism.

				KIRK

		Uhura, send to Commander, Reliant:

		prepare to be boarded.

				UHURA

		Aye, sir.

			(into headset)

		Commander Reliant, prepare to be

		boarded.

221	INT. RELIANT WRECKAGE		221

	Amid the smoke and ruins, WE SEE no signs of life.

				UHURA'S VOICE

		Surrender and prepare to be boarded.

		Enterprise to Reliant.  You are

		ordered to surrender your vessel.

		Respond!

			(scuffling noise)

		Reliant!  Come in, Reliant!  You

		are ordered to surrender your

		vessel!

222	INT. ENTERPRISE BRIDGE		222

	Uhura at Comm.

				UHURA

		Enterprise to Reliant.  You are

		ordered to surrender your vessel.

		Respond.

97.

223	INT. RELIANT WRECKAGE		223

	IN f.g. chillingly, Khan rises INTO SHOT by the main

	console.  He is horribly burned, and it is clear that

	he is clinging to life.

				KHAN

		No... Kirk.  The game's not over.

	As Uhura's voice continues O.S., Khan pulls himself into a

	chair at the console, one of his hands useless at his side.

224	INT. RELIANT TRANSPORTER ROOM		224

	Lower half of Genesis device on pod, lighting up.

225	INT. RELIANT BRIDGE			225

	Khan pushes another control.

226	INT. RELIANT TRANSPORTER ROOM - GENESIS DEVICE		226

	Genesis comes to life.

227	INT. RELIANT BRIDGE			227

	Khan turns controls on console.  CAMERA MOVES IN.

228	INT. TRANSPORTER ROOM - GENESIS		228

	The device begins to hum.

229	INT. RELIANT BRIDGE			229

				KHAN

		To the last I will grapple with

		thee!

	Painfully, with one good arm, he starts arming the

	Genesis console.

230	INT. ENTERPRISE BRIDGE		230

	Kirk swivels in chair to face Spock.

					(CONTINUED)

98.

230	CONTINUED:					230

				SPOCK

		Admiral.  Scanning an energy source

		on Reliant.  A pattern I've never

		seen before.

	David peers closer over Spock's shoulder, reacts.

				DAVID

		It's the Genesis Wave!

				KIRK

		What?

				DAVID

		They're on a build-up to detonation!

				KIRK

		How soon - 

				DAVID

		We encoded four minutes -

				KIRK

		We'll beam aboard and stop it -

				DAVID

		You can't!

	The briefest stunned moment.  Kirk hits intercom:

				KIRK

		Scotty, I need warp speed in three

		minutes or we're all dead!

	STATIC.

				UHURA

		No response, Admiral.

				KIRK

		Scotty!

	Spock leaps from his place and deciparas through the

	Turbo doors.

				KIRK

			(continuing)

		Mister Sulu, get us out of here,

		best possible speed!

				SULU

		Aye, sir!

99.

231	EXT. SPACE NEBULA			231

	Enterprise backs away from Reliant.  Her speed is

	painfully slow.

232	INT. RELIANT TRANSPORTER ROOM - GENESIS		232

	Genesis glows with power.

233	INT. ENTERPRISE ENGINE ROOM AREA		233

	Spock on ladder; he bends down and lifts hatch cover.

234	EXT. ENTERPRISE				234

	

	Moving slowly.

235	INT. ENTERPRISE ENGINE ROOM		235

	Spock moves down ladder to floor of engine room toward

	Scotty's unmanned console.

236	EXT. RELIANT				236

	Reliant drifts into the nebula

237	INT. ENTERPRISE ENGINE ROOM		237

	Spock rushes in.  Bones ministers to Scotty, b.g.

	Spock sizes up the situation, starts for the radiation

	room, Bones intercepts him.

				BONES

		Are you out of your Vulcan mind?

		No human can tolerate the radiation

		that's in there!

				SPOCK	

		As you are so fond of observing,

		Doctor, I am not human.

				BONES

		You're not going in there - !

					(CONTINUED)

100.

237	CONTINUED:					237

				SPOCK

		Perhaps you're right.  What is

		Mister Scott's condition?

				BONES

		Well, I don't think that he...

	He gives Bones the Vulcan nerve pinch.  Bones goes

	down.

		 		SPOCK

		I'm sorry, Doctor.  I have no time

		to discuss this logically -

	CLOSE ON Spock's hand on side of McCoy's face, eyes

	closed.

				SPOCK

			(continuing)

		Remember.

	Spock presses the access button and enters the reactor

	room, a separated area behind radiation-proof glass

	and metal, RED FLASHING LIGHTS and an iridescent blue

	glow within.

238	ANGLE - SCOTTY				238

				SCOTTY

			(in horror)

		Spock - get out of there!

		Spock!!  Spock!!  Get outta

		there!

239	EXT. SPACE & ENTERPRISE		239

	Enterprise travels forward slowly, followed by Reliant

	drifting behind, moving through the nebula's flashing

	lights.

240	INT. ENTERPRISE BRIDGE		240

				KIRK

		Time from my mark...

				SAAVIK

		Two minutes, ten seconds.

					(CONTINUED)

101.

240	CONTINUED:					240

				KIRK

			(intercom)

		Engine room!  What's happening?!

241	INT. THE ENTERPRISE ENGINE ROOM		241

	Outside the glass, Scotty and Bones screaming!

				BONES

		Spock!

				SCOTTY

		Spock!

				BONES

		You dumb ninny!  Get out of

		there!

	REVERSE ANGLE as Spock works inside with radiation,

	lifts top of radiation container, releasing power

	as it bursts up into his face.

				SCOTTY

		No!  God, don't, Spock!

242	WITHIN					242

	WE CAN SEE the silent urging of Bones and Scotty.

	Spock is oblivious.  Amid the fire-blue arcs, he moves

	to the control panel.  Between his hands and the controls,

	power arcs insanely.  Spock is an inferno, a radiation

	hell, fighting now with all his strength to control it.

	Slowly, the damping rods move out.  Spock moves to a

	manual control, begins to turn it.

243	EXT. ENTERPRISE & NEBULA		243

	Enterprise and Reliant SEEN drifting in BG.  Enterprise

	exits.

244	INT. RELIANT TRANSPORTER ROOM & GENESIS		244

	Genesis glows.

102.

245	INT. BRIDGE ENTERPRISE		245

	Reliant, now symbol of death, ON SCREEN.

				KIRK

		Time!

				SAAVIK

		Three minutes, thirty seconds.

				KIRK

		Distance from Reliant?

				CHEKOV

		Four thousand kilometers.

				SULU

	 	We're not going to make it,

		are we?

	Kirk looks at David, but David shakes his head.  No way.

246	INT. RELIANT BRIDGE			246

	ON SCREEN, Enterprise, intermittent image, backs away.

	Khan smiles triumphantly through his pain.  An

	electronic power SOUND has been building.

				KHAN

		No... You can't get away... From

		hell's heart I stab at thee...

			(amid the pain)

		For hate's sake... I spit my last

		breath at thee!

	Khan topples forward, dead.  The WHINE continues to build

	chillingly.

247	INT. TRANSPORTER ROOM - GENESIS		247

	Genesis glowing, vibrating with power.

248	INT. ENTERPRISE REACTOR ROOM		248

	Through the glass walls, CAMERA PANS UP with Spock, rising.

	He sets top back, covering escaping radiation.

103.

249	INT. ENTERPRISE BRIDGE		249

	CLOSE on monitor as levels change.

				CADET

		Sir!  The mains are back on line!

				KIRK

		Bless you, Scotty!  GO, Sulu

250	EXT. SPACE NEBULA			250

	With a burst of warp speed, Enterprise accelerates

	out of the lazy pace and whooshes OUT OF SCENE,

	leaving Reliant behind.

251	EXT. SPACE - RELIANT			251

	The WHINE increasing, the dead ship Reliant alive with

	danger...

252	EXT. ENTERPRISE				252

	The Enterprise safely outside the explosion, moving

	rapidly forward, in warp speed.

253	EXT. MUTARA NEBULA - MASTER EFFECT		253

	As Reliant goes, so goes the nebula.  The "Genesis

	Effect" WE SAW in its earliest experiments, now seems

	familiar on a gigantic, cosmic scale.

	The blinding flash at first, followed by the same tumbling

	turbulence of the miniature effect.  It is awesome.

254	INT. ENTERPRISE BRIDGE		254

	The bridge doors open and Carol appears.  instinctively

	she draws near her son.

	Finally, Kirk turns, sees Carol -

				KIRK

		My God, Carol!  Look at it.

					(CONTINUED)

104.

254	CONTINUED:					254

	ON SCREEN and INTERCUT - GENESIS TUMBLES and starts

	evolving.  A moment in history.

				KIRK

			(continuing, on

			intercom)

		Engine room.  Well done, Scotty.

				BONES' VOICE

			(after a beat)

		Jim!  I think you'd better get

		down here.

	The tone frightens Kirk.

				KIRK

		Bones?

				BONES' VOICE

		Better hurry!

				KIRK

		Saavik, take the con.

	He moves though the doors quickly, leaving the rest

	staring at the new world evolving.

255	EXT. GENESIS & SPACE			255

	Red hot clouds surround the new planet being born.

256	INT. ENTERPRISE CORRIDORS		256

	Endless.  Kirk runs forever, feet pounding down,

	down, down -

257	EXT. GENESIS & SPACE			257

	The clouds tumble and move, new things lie beyond -

	The red dims.

258	INT. ENTERPRISE ENGINE ROOM		258

	Kirk emerges to encounter Scotty and Bones.  Their looks

	tell him.  He sees the flashing light over the reactor

	room.  He dashes for the control panel.  Bones grabs him.

					(CONTINUED)

105.

258	CONTINUED:					258

				BONES

		Don't!  You'll flood the whole

		compartment...!

				KIRK

		He'll die - !

				SCOTTY

			(also holds him)

		Sir!  He's dead already!

	     Kirk's eyes bulge.

				BONES

		It's too late.

259	ANGLE AT REACTOR ROOM GLASS DOOR		259

	With stunned understanding, Kirk stumbles to the door,

	sees Spock on his knees, hands blackened, face cracked

	with radiation lines and scars.

	Spock shakes his head.  With a feeble hand he reaches

	the intercom button:  FILTERED communication.

				KIRK

			(mouths word)

		Spock!

			(calls out into	

			intercom)

		Spock!

				SPOCK

		Ship - out of danger?

				KIRK

		Yes -

	Spock is satisfied; he fights for breath.

				SPOCK

		Do not grieve, Admiral - it is

		logical:  the needs of the many

		outweigh - 

	He almost keels over.  Kirk has tears steaming down

	his face.

				KIRK

		... the needs of the few...

					(CONTINUED)

106.

259	CONTINUED:					259

				SPOCK

		Or the one.

	He props a hand on the glass to support himself.  Kirk's

	hand reflexively goes to match Spock's on the other side

	of the glass -

				SPOCK

			(continuing)

		I never took the Kobayashi Maru

		test - until now.  What do you

		think of my solution?

				KIRK

		Spock...!

				SPOCK

		I have been - and always will be

		- your friend...Live.  Long.  And.

		Prosper.

	Spock falls.  Bones and Scotty react.

				KIRK

		No...!

				DISSOLVE TO:

260	INT. ENTERPRISE				260

	CAMERA PANS DOWN with Spock's burial capsule covered

	with the Starfleet Logo/flag, being lowered down to

	Torp. Bay 2.  We SEE the Ship's Company in full dress

	uniforms assembled for ship's burial service.

	Over the PULLBACK, we HEAR:

				KIRK

		We are assembled here today to

		pay final respects to our honored

		dead.

	Carol and David are PROMINENTLY FEATURED.

	David watching Kirk attentively.  So are Sulu, Uhura,

	Chekov, and Saavik.  Bones stands next to Kirk.  Scotty

	carries his bagpipes.  Saavik wears her hair down.

					(CONTINUED)

107.

260	CONTINUED:					260

				KIRK

			(continuing)

		And yet, it should be noted, that

		in the midst of our sorrow, this

		death takes place in the shadow of

		new life, the sunrise of a new world,

		a world that our beloved comrade

		gave his life to protect and

		nourish.  He did not feel this

		sacrifice a vain or an empty one -

		and we will not debate his profound

		wisdom at these proceedings.  Of

		my friend, I can only say this...

		of all the souls I have encountered

		in my travels, his was the most -

			(he falters)

		- human.

				SULU

		Honors - hup!

	All Starfleet personnel salute.  Scotty begins to PIPE,

	an odd blare which mellows into Amazing Grace.  Kirk	

	nods a signal.

261	THE CAPSULE				261

	A gleaming black projectile is carried by pallbearers

	into the launching chamber, which locks behind it.  At

	a hand signal from a TORPEDOMAN, the projectile is

	fired.  NOISE.

262	EXT. SPACE					262

	Spock's remains seen on their way to the new world.

	The capsule grows too small to SEE.  The bagpipes STOP.

263	INT. KIRK'S QUARTERS			263

	After a long moment, the CAMERA DISCOVERS Kirk.  He

	pours a drink, then decides not to have it.

	He sits wearily, not knowing how to shake the ghosts.

	Then he sees the book.

	Kirk picks up the battered volume, the gift from his	

	friend, and closes his eyes a moment.  Almost idly he

	starts turning pages, looking for a clue.

					(CONTINUED)

108.

263	CONTINUED:					263

	But he can't see the writing - He rummages through his

	pockets and pulls out the half-glasses -

	One of the lenses is broken.  It has a deep impact on

	Kirk.  He puts down the book and glasses and covers

	his eyes.

	A SOFT BONG.  Kirk clears his throat.

				KIRK

		Come.

	The door whooshes open and closes to admit David.  The

	last person Kirk expected to see.

				DAVID

		I don't mean to intrude.

				KIRK

		No, not at all.  I should be on

		the bridge.

				DAVID

		Look, can I talk to you for a

		minute?

				KIRK

		I poured myself a drink.  Would you

		like it?

				DAVID

		Lieutenant Saavik was right:  you

		never have faced a death.

				KIRK

			(hoarse)

		No.  Not like this.  I haven't faced

		death, I've cheated death.  I've

		tricked my way out of death and patted

		myself on the back for my ingenuity.

		I know nothing.

				DAVID

		You knew enough to tell Saavik that

		how we face death is at least as

		important as how we face life -

				KIRK

		Just words -

					(CONTINUED)

109.

263	CONTINUED:  (2)				263

				DAVID

		But good words.  That's where ideas

		begin.  Maybe you should listen to

		them.  I was wrong about you.

			(pause)

		And I'm sorry.

				KIRK

		Is that what you came here to say?

				DAVID

		Mainly.

			(he starts out,

			then turns - )

		And also that I'm proud - very

		proud - to be your son.

	A stunned moment, then Kirk lets it all hang out:  for

	David, for Carol and for Spock.  He hugs his son,

	holding onto him as to life itself.

264	EXT. SPACE					264

	The Enterprise passes the new planet in all its beauty.

265	INT. ENTERPRISE BRIDGE		265

	

	The door whooshes.  Kirk strides on the bridge, David

	with him.  Carol is there with Bones; they are glad at

	what they see.

266	EXT. SPACE & ENTERPRISE		266

	Enterprise moving as the sun goes behind the Genesis

	planet.

				KIRK'S VOICE

		Captain's Log, Stardate eighty-

		one, thirty-one, point six.

267	INT. ENTERPRISE BRIDGE		267

	Kirk walks forward across bridge past Sulu.  CAMERA

	PULLS BACK with him to railing to include McCoy and

	Carol looking at large screen with a full view of the

	new Genesis planet with the sun coming around its side.

					(CONTINUED)

110.

267	CONTINUED:					267

				KIRK

		Starship Enterprise departed for

		Ceti Alpha Five to pick up the

		crew of the USS Reliant.  All is

		well.  And yet, I can't help

		wondering about the friend I	

		leave behind.  there are always

		possibilities, Spock said.  And

		if Genesis is indeed "life from

		death," I must return to this place

		again.

				BONES

		He's really not dead.  As long as

		we remember him.

				KIRK

		"It is a far, far better thing I do

		than I have ever done before.

			(beat)

		A far better resting place that I

		go to than I have ever known."

				CAROL

			(soft)

		Is that a poem?

				KIRK

		No.  Something Spock was trying to

		tell me.  On my birthday.

	Kirk shakes his head, remembering -

				BONES

		You okay, Jim?  How do you feel?

				KIRK

			(considers; smiles)

		Young.  I feel young.

268	EXT. SPACE & GENESIS			268

	CAMERA PANS over surface of planet.  DARK SCREEN.

					LAPSE DISSOLVE:

269	EXT. GENESIS & CLOUDS		269

	Swirling, moving clouds.

					LAPSE DISSOLVE:

111.

270	EXT. GENESIS SURFACE			270

	Lush trees and sun shining through them.

					LAPSE DISSOLVE:

271	EXT. GENESIS SURFACE			271

	CAMERA MOVES OVER treetops.

					LAPSE DISSOLVE:

272	EXT. GENESIS SURFACE			272

	Through trees and lush plants, CRANING UP and HOLDING

	on Spock's capsule resting on grass.

					LAPSE DISSOLVE:

273	EXT. GENESIS SURFACE			273

	CAMERA MOVES OVER trees as sun sets and wind blows

	branches on trees.

					FADE TO WHITE.

274	FADE IN FROM WHITE:			274

	EXT. SPACE FINALE (BOARDED)

				SPOCK'S VOICE

		Space, the final frontier... These

		are the continuing voyages of the

		Starship Enterprise... Her ongoing

		mission:  to explore strange new

		worlds... to seek out new life and

		new civilizations... To boldly go

		where no man has gone before...

	She is moving out now, passing CAMERA and heading toward

	the distant stars.  She is beautiful and they are

	beautiful.  And as she slowly disapepars from VIEW...

	MUSIC RISES.  CREDITS ROLL.




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