EXT. ROAD -- TEXAS/MEXICO BORDER -- NIGHT

A million stars wink in the night desert sky. Down here on earth, an insect, one of those big, beautiful, multicolored four-winged jobs, glides effortlessly on the breeze, wafting along through the crisp Texas air.

The insect dips, it banks, it does loop-the-loops -- and then SPLATS unceremoniously against the windshield of a white van that's tearing down the road.

INT. VAN -- TEXAS/MEXICO BORDER -- NIGHT

The DRIVER of the van, a fifty-year-old American, turns on the wipers, smearing the remains all over.

DRIVER
Goddamn bugs.

The camera shows the back of the van, where seven illegal immigrants wait. The driver squirts some wiper fluid onto the glass, which clears it up a bit, and then sees something worse up ahead. Headlights, eight of them, all pointed at him, sealing off the road.

He bites his lip and calls over his shoulder, to the back of the van.

DRIVER (CONT'D)
Oh shit! Deja me hablar. Oh crap!

EXT. ROAD -- TEXAS/MEXICO BORDER -- NIGHT

The van slows to a stop in front of the parked cars, all government-issue four doors with "INS" stenciled on the sides. Seven or eight INS AGENTS stand in front of the cars imposingly. Their apparent leader steps forward and comes to the window.

The DRIVER rolls it down. AGENT JANUS, blonde-haired, blue-eyed, also government issue, looks at him and sighs.
AGENT JANUS
Well. Nick the Dick. What a surprise. Where you comin' from?

DRIVER
I was fishing in Cuernavaca.

AGENT JANUS
Sure you were. What do you say we have a look at your catch, huh? [opens the door] Come on.

AT THE BACK OF THE VAN,

the Agents fling open the rear doors, revealing a DOZEN FRIGHTENED MEXICANS, hopeful immigrants without official permission. Agent Janus looks at the Driver, who's now held by two other Agents, and shakes his head.

AGENT JANUS
Me, I woulda thrown 'em back.
(to the passengers, in Spanish)
Vamanos. Fuera. Hagan una lina!

They pile out of the van.

AGENT JANUS (CONT'D)
What do you get, Nick? Hundred bucks a head? Two hundred? I hope you saved it all for your lawyer, pal, 'cause you're gonna
need it.

Another car is approaching, fast, its engine WHINING as it barrels down the road toward them. Several Agents pull their weapons.
The new car pulls a hard right, goes off the road, spins around the INS cars, and SQUEALS to a sideways halt, silhouetted in front of their headlights. It's a boxy, black 1986 Ford LTD.

TWO MEN get out, dressed in plain black suits, crisp white shirts, simple black ties, shiny black shoes. KAY, fiftyish, is the apotheosis of world-weary; his partner, DEE, mid-sixties, is just weary. They approach the INS agents.

KAY
We'll take it from here.

AGENT JANUS
Who the hell are you?

Kay and Dee flash some form of ID.

KAY
INS Division 6.

AGENT JANUS
Division 6? I never heard of Division 6.

KAY
Really?

Kay and Dee move past him and approach the row of nervous immigrants.

KAY (CONT'D)
What're we thinking, Dee?
DEE
Tough call, Kay.

He walks down the row, studying the faces, greeting each one cheerily in subtitled Spanish.

KAY
!Oye! Que pasa, coma estas? Hey!
(What's up, how are you?)
Abuela, no se preocupe, . Bienvenida a los Estados Unidos.
(Don't worry grandma. Welcome to the United States.)
A donde vas? Nogales? Buscando trabajo, no? Tu, lo mismo?
(Where are you going? Nogales? Looking for work? You too?)
Y tu? Es un placer verle aqui.
(And you? It's a pleasure seeing you here.)

One by one, their faces relax, reassured by Kay's calm demeanor. When he reaches the fifth Guy, he keeps the same cheery tone, but:

KAY (CONT'D)
Que dices si te rompo la cara?
(What do you say if I break your face?)

The Guy smiles and nods. Kay stops. His own smile broadens and he drops a hand on the Guy's shoulder.

KAY (CONT'D)
Es muy feo, no? Y no hablas ni una palabra del Español!
(You're very ugly, aren't you? You don't speak a word of Spanish!)

Again, the Guy smiles and nods. Kay looks back at Dee.

KAY (CONT'D)
We got a winner here, Dee

DEE (also laughing)
Oh, I know!

KAY (CONT'D)
(to the others)
Los restos estan libres a irse. Largense!
(The rest of you are free to go. Scram!)

AGENT JANUS
No se mueven!
(Don't move!)

KAY
Tomen el camion, y vayeuse.
(Get on the road and go.)

AGENT JANUS
Sir! Sir, you can't just --

KAY
Don't "Sir" me! You have no idea who you're dealing with!

Silence on the road. The Driver grins, jumps back in the front seat of the van. The others pile into the rear and they tear out of there.

KAY (CONT'D)
(to Janus)
We're gonna have a little chat with our friend here. You boys can hit the road ... and keep on protecting us from dangerous
aliens.

Kay and Dee escort their captive across the road and over a small rise, leaving the stunned INS agents standing alone in the roadway.

AGENT JANUS
You ever heard of Division 6?

2ND INS AGENT
There is no Division 6. This is bullshit.

AGENT JANUS
Yeah.

EXT. DESERT CLEARING - NIGHT

Kay and Dee lead their captive into a clearing in the desert brush.

KAY
Looks like you jumped off the bus in the wrong part of town, amigo. In fact, I'll bet dollars to pesos that you're not from anywhere near here.

He pulls out a knife, and cuts the man's poncho. The man's clothes fall to the ground, revealing what he really is underneath -- an amphibian/reptile with two independent eyes and he also appeared to have a shell on his back, which had six small arms and hands. The only part of his camouflage not crumpled to the ground is the humanesque "head," which he still lamely holds in one of his hands. It's propped up by a stick, like a puppet, and it continues to make expressions
as he holds it.

KAY (CONT'D)
Mikey?!

MIKEY replies -- an unfathomable combination of GRUNTS, SQUEAKS, and saliva.

KAY (CONT'D)
Mikey?! When did they let you out of jail?

Mikey replies.

KAY (CONT'D)
Political refugee. Right.

DEE
You know how many treaties articles you've just violated?

Mikey makes a lame SQUEAK.

KAY
One?

DEE
Try seven.

Mikey continues to talk.

KAY
(off Mikey's objections)
That's enough, Mikey. Hand me that head.

Mikey delivers the head prop.

KAY
Now put up your arms and all your flippers.

As Mike continues to talk, Janus is climbing a hill behind them. He lets out a terrified GASP. One of the alien's eyes, on a tall
stalk, whips around. All three of them see AGENT JANUS, standing just over the rise, staring in frozen amazement. As the eye returns to place...

KAY (CONT'D)
Ah, shit.

Mikey gets mad and changes into an angry stance, with all flippers shaking this, and gets very mad. He knocks Dee out of the way, and takes off straight at Janus, SCREECHING a horrible Space Bastard screech as Agent Janus SCREAMS and freezes, terrified.

KAY (CONT'D)
Dee! Shoot him!

Dee struggles to roll over and change the controls on his gun, which fell out of his hand as he hit the ground.

KAY (CONT'D)
Dee!

Kay drops the head, puts his hand inside the jacket. Mikey keeps moving, covering the last few yards to Janus quickly. He steps on a rock, launches himself into the air, his dripping jaws cranked wide open --

-- there is a SIZZLING sound, a brilliant white flash --

-- and Mikey ERUPTS in a geyser of blue goo that splatters all over the ground, the trees, and Agent Janus' face. Behind where Mikey was, Kay stands, smoking weapon in hand, and sighs.

EXT. DESERT CLEARING -- NIGHT

Janus walks further into the clearing. Janus is white, shaking, eyes like silver dollars.

AGENT JANUS
Th -- th -- th --

KAY
(helping)
"That."

AGENT JANUS
That wasn't -- wasn't -- wasn't --

KAY
Human, I know. Oops. Got some entrails on you there, pal.

The INS AGENTS pull their guns and run toward the rise.

KAY
Okay, everybody, situation's under control, calm down. If you'll just give me your attention for a moment I'll tell you what happened.

From over the rise, car engines WHINE in the distance and headlights start to flash around them. Kay reaches into his pocket and pulls out a tubular metallic device the size of a pocket recorder.

KAY (CONT'D)
This is called a "neuralyzer." A gift from some friends from out of town. The red eye here isolates and measures the electronic
impulses in your brain. More specifically, the ones for memory.

Behind him, six more MEN IN BLACK, all wearing black suits and sunglasses, come over the hill. Kay barks a few orders to them.

KAY (CONT'D)
Fellas, give me a splay burn around the perimeter with holes on the perimeter, please; holes at 40, 60, and 80 meters. Right here! Thank you!

TONGUES OF FIRE blast from a flame thrower held by one of the Men in Black. The Men in Black are now using fire extinguishers to douse the flames they themselves started.

2ND INS AGENT
What in the hell is going on?!

Kay moves the dials on the Neuralyzer's back.

KAY
Excellent question. The answer you're looking for lies right here.

JANUS
Who are you, really?

KAY
Really? [puts on sunglasses] I'm just a figment of your
imagination.

He holds up the neuralyzer. The Agents peer closely at it. Kay pushes a button on the side of the neuralyzer. A BLINDING FLASH a tenth of a second long sears the Agents' eyeballs. They stare blankly.

KAY (CONT'D)
God, we're a gullible breed.

Kay looks back at the INS Agents, who are just coming around, as if awakening from a concussion.

KAY (CONT'D)
I mean it, fellas, you are lucky to be alive after a blast like that.

The Agents look around, confused.

AGENT JANUS
What -- blast?

KAY
Underground gas vein, genius. You guys need to exercise more caution before discharging your firearms.

He jabs a finger into Janus' chest.

KAY (CONT'D)
Especially you.

Dee has moved away from them all and is sitting on a rock, staring up at the night sky, his sunglasses dangling idly from one hand. Kay steps away from the group and finds him. He sits down next to him.

DEE
I'm sorry. About...back there.

KAY
Happens.

DEE
Didn't used to.

He holds up his hands, which tremble with age.

DEE (CONT'D)
The spirit's willing, Kay, but the rest of me...

He looks up, at the million stars shining overhead.

DEE (CONT'D)
They're beautiful, aren't they?

KAY
What?

DEE
The stars. We never just -- look. Anymore. (back to Kay) I'll tell ya, Kay. I will miss the chase. I will miss the chase.

Kay puts the sunglasses, pulls his neuralyzer from his pocket and looks down at it.

KAY
No. You won't.

EXT. GRAND CENTRAL STATION -- SOUTHERN EXPOSURE -- NIGHT

A shot of the clock on the Station's stately southern exposure. WE PAN DOWN TO...

A pair of feet running. They belong to a man we will know as the PERPETRATOR. As we track with him, he SPEEDS UP and OUT OF FRAME.

A new set of feet come into frame. These belong to JAMES EDWARDS, a NYC COP in undercover street clothes. In the BACKGROUND, about ten feet behind, are two other cops, trying to keep up.

Edwards is a lot faster, though. He pulls out his badge that hangs from a chain under his shirt.

EDWARDS
Stop! NYPD!

He continues running, out of frame, and we stay on one of the other COPS, overweight, who gives up the chase and drops to his knees, heaving air.

COP
All yours, Edwards!

The Cop fumbles in his pocket for a pack of cigarettes.

TRACK WITH EDWARDS AND THE PERP

As they run down the bridge that traverses Park Avenue in the low Forties. The Perp veers to the left and, seemingly oblivious to the fact that it's a thirty-foot drop, he hurdles the guard rail, and drops to Forty-first Street below.

EDWARDS is surprised by this maneuver, but doesn't waste a second. He, too, hurdles the guard rail and lands on...

EXT. 41ST STREET AND PARK AVENUE - NIGHT

A DOUBLE-DECKER BUS, one of those cheesy sightseers that hold up midtown traffic. The bus, of course, is completely filled with JAPANESE TOURISTS, and it seems like every single one of them has a video camera.

EDWARDS pushes through the crowd...

EDWARDS
What the hell? It just be raining black people in New York.

With the bus still moving, he scrambles down the circular stairs and runs out through the side door.

He spots the Perp, sailing east on Forty-first Street.

Edwards spots one of those New York Post delivery trucks, the kind with the open back door, rumbling by. He runs and jumps into the back.

EXT. FIFTH AVENUE -- NIGHT

THE PERP, meanwhile, is running at top speed, when Edwards glides into frame and pushes him towards a wall.

EDWARDS
Do you see this? N.Y.P.D.! It means I will knock your punk-ass down!

The Perp, now straddled by Edwards, is terrified.

PERP
He's coming! He's coming!

EDWARDS
And when he gets here, I'll kick his ass too.

Edwards is about to slap the cuffs on him, when the Perp pulls out his WEAPON, which is the strangest looking gun you've ever seen. Reacting quickly, Edwards bats it out of the Perp's hand. THE WEAPON smashes into the ground and explodes in fire.

EDWARDS
You trying to catch a beat down?

As Edwards tries to ram his head on the wall, The Perp walks on it to backflip and land safely on his feet and take off again. Edwards hits the wall, and then goes runs after him.

The Perp leaps over a moving car, towards the GUGGENHEIM MUSEUM. Edwards tries to follow, but a bus pulls in front of him. After it passes, the Perp is gone.

EXT. GUGGENHEIM MUSEUM -- NIGHT

Edwards runs over to the Museum, leans over the wall that surrounds it, and in the next instant...

The Perp flies past him, having leapt from twenty feet down to the top of the Guggenheim. He scrambles up and over the ledge.

Edward reacts. He runs to the front door of the Museum, shoots it open and runs inside.

He runs from the rotunda up the grand ramp of the Guggenheim.

EXT. GUGGENHEIM MUSEUM -- ROOF -- NIGHT

On the roof, the PERP reaches the top, climbs over the edge, and CRUNCHES to the gravel surface. He leaps to his feet and races over to a door. It's locked.

He tugs on another. It's locked too. He pulls on a third. It swings open --

-- revealing EDWARDS on the other side, breathing hard. He aims his weapon at the Perp.

EDWARDS
Wassup?

PERP
He's coming! He's coming because I failed, and now he'll kill me too!

EDWARDS
You pissing everybody off today, huh?

PERP
You don't understand. Your world is gonna end.

The Perp blinks with another set of translucent, milky white eyelids, from the side of his eyeballs. Edwards is thrown off.

EDWARDS
What are you?

The Perp backpedals, toward the edge of the roof.

EDWARDS
Watch that ledge.Watch it.Come down. We'll get those eyes fixed.Don't even worry about it. Wait a minute. Let me talk to you!

But the Perp has backed right into the edge of the roof, and starts to fall over, crashing to the ground.

CUT TO:

EXT. FARMHOUSE - NIGHT

A lonely farmhouse stands amid the fields of upstate New York farm country. A truck is parked in the driveway, and a cow grazes next to it. A Man (EDGAR)'s voice is heard.

EDGAR (O.S.)
I go out, I work my butt off to make a living, all I want is to come home to a nice clean house with a nice fat steak on
the table, but instead I get this -- this -- I don't even know what you call this!

In the sky above, it's one of those brilliant star fields. But something strange is happening with one of those stars -- it's getting bigger.

EDGAR (O.S.)
I'll tell you what it looks like, it looks like poison. Don't you take that away, I'm eating that, damn it! It is poison, isn't it?!

No, that star isn't getting bigger, it's moving. Toward us. Fast. It goes from a pinpoint to a dime, to a nickel, to a quarter, and works its way into fruit metaphors. The cow starts to walk away from the truck.

EDGAR (O.S.)
I swear to God, I would not be surprised if it was, the way you skulk around here like a dog been hit too much -- or ain't been
hit enough, I can't make up my mind.

Okay, we're way past watermelon now, that thing is huge, and it's starting to glow hot red as it enters the earth's atmosphere, headed straight toward us, coming here, to Beatrice and Edgar's place.

The blazing fireball barrels through the sky, SNAPS off a couple trees --

EDGAR (O.S.)
You're useless, Beatrice! The only thing that pulls its weight around here is my goddamn truck!

-- and SLAMS right through a pickup truck parked in the driveway. A concussive BLAST follows, then a geyser of smoke and flame erupts.

The door opens. Edgar is everything his voice led us to expect -- a nasty, bug-eyed redneck carrying a twelve-gauge shotgun.

EDGAR
Figures.

Edgar walks across the yard, going into the hulking shell that was his truck. The skeleton of the truck is still there, but there's a huge, smoldering hole in it, a hole that goes at least ten feet down into the ground.

BEATRICE calls from behind him, standing in the doorway fearfully.

BEATRICE
What is it, Edgar?!

EDGAR
(turns to her)
Get your big butt back in that house!

Beatrice does as she's told, closing the door behind her. Edgar approaches the hole. AN OTHERWORLDLY VOICE comes from deep in the hole.

VOICE (O.S.)
Place projectile weapon on ground.

Edgar staggers back a step, terrified. But then he regains himself, raises the weapon, and steps forward, pointing it menacingly down into the hole.

EDGAR
You can have my gun [cocks it] when you pry it from my cold, dead fingers!

The voice responds, in a voice and cadence remarkably similar to Edgar's.

VOICE (O.S.)
Your proposal is acceptable.

A long, hairy pincer flashes out of the hole, grabs Edgar by the head, and pulls him down into the hole.

From deep in the hole, we hear a terrible RIPPING sound, like a bedsheet being torn in half. There are some disgusting GUSHY sounds, then a moment later, something flies out of the hole and FLOPS onto the ground next to the truck.

It's Edgar. Well, sort of. His body parts still hang together -- face, arms, legs, even clothes -- but everything inside has been removed and now he just lies there, flat and empty, like a tuxedo on the floor after the prom.

The thing is pulled back... and Edgar comes out, but rugged and dirty, and makes a sound as he moves his jaw.

CUT TO:

INT. FARMHOUSE - KITCHEN - NIGHT

BEATRICE sits at the kitchen table. Edgar first hits the panel door, then opens it. He carries the shotgun. She looks up at him. But his face is a blank.

BEATRICE
What on earth was it?!

He looks at her strangely. When he speaks, his voice is different than before. More refined.

EDGAR
Sugar.

BEATRICE
I've never seen sugar do that.

EDGAR
Give me sugar.

Puzzled, Beatrice gets up, goes to the cabinet, and grabs a bag of sugar. She holds it out to him.

EDGAR (CONT'D)
In water.

Frightened, she takes a glass of water from the table. She dumps some of the sugar into it.

EDGAR (CONT'D)
More.

She puts more, till the glass is brimming. She stirs it quickly with a knife and hands it to him, her hand trembling.

Edgar takes it and downs it in a single gulp. Beatrice stares at Edgar, no idea what to think. She notices something odd about the skin on his neck.

BEATRICE
Edgar, your skin is hanging off your bones.

Edgar drops the glass and looks in a window, to catch his reflection. He turns around, reaches up --

-- and twists his whole face, as if adjusting a ski mask, by pulling his hair up and stretching his whole face.

EDGAR
That better?

Beatrice faints.

EXT. FARMHOUSE - NIGHT

The cow observes as a loud SCRAPING sound comes from the pit left by the spaceship. The flying saucer is rolled out of the pit by Edgar.


CUT TO:

INT. INTERROGATION ROOM -- NIGHT

EDWARDS sits on one side of the table, a POLICE INSPECTOR and a UNIFORMED SERGEANT (the one who gave up the chase and lit a cigarette earlier), sit across from him.

INSPECTOR
Perpetrator then blinked two sets of eyelids. You mean blinked with both eyes?

EDWARDS
No, sir. He blinked once with one set, then again with another completely different set.

SERGEANT
Sort of a low beam, high beam.

INSPECTOR
Was that before or after he drew the weapon which you claim evaporated into a million pieces?

EDWARDS
After, sir.

INSPECTOR
And why do you suppose none of the other officers saw either of these two events?

EDWARDS
'Cause some of the other officers are a little soggy in the midsection. And they couldn't keep up, sir.

SERGEANT
Hey, Edwards, if you were half the man I am --

EDWARDS
What do you mean? I am half the man you are.

SERGEANT
What the hell is your problem?

EDWARDS
My problem is you being all up in my damn face all the time.

SERGEANT
I think he threw him off the roof.

EDWARDS
Maybe you're next.

INSPECTOR
(cutting off the Sergeant)
Sergeant. I want to talk to you outside. Now.

SERGEANT
Ten minutes -- take your best shot.

EDWARDS
Take ten minutes on a Stairmaster, you pudgy bastard.

A woman sneaks into the room. DOCTOR LAUREL WEAVER, thirtyish, dark-haired, dark-eyed, general aura of darkness around her, stands above him. Laurel looks like she was just dragged out of bed (which she was) and saw a spaceman (which she did). She looks over her shoulder once, then
whispers to him.

LAUREL
I believe you. [extends her hand, Edwards grabs it] Laurel Weaver. Deputy Medical Examiner. Find me at the morgue on 26th. I'll tell you what I found.

EDWARDS
Hey...Wait a minute. Wait a minute.

He turns around, but she's already in the corridor behind the room, but is STOPPED by someone who remains in shadow.

SHADOW (O.S.)
You're Dr. Weaver, from the coroner's office? Working on the John Doe?

LAUREL
Yes. That's right.

SHADOW (O.S.)
Would you look right here, please.

A red flash hits Laurel, who keeps still on the hallway. Then KAY steps into the room and closes the door behind him. As he goes to the security camera to turn it off by the power cable...

KAY
Some night, huh?

EDWARDS
Oh, yeah, some night.

KAY
They were gills. Not eyelids. Gills. He was out of breath.

EDWARDS
Who are you?

KAY
Did he say anything to you?

EDWARDS
(scoffing)
Yeah, sure. He said the world was coming to an end.

KAY
Did he say when?

Silence, as Edwards stares in disbelief.

KAY
Would you recognize his weapon if you saw it again?

EDWARDS
Absolutely.

KAY
Let's take a ride.

EDWARDS
Wait a minute. I got a ton of paperwork.

KAY
It's all done.

At that point, the INSPECTOR appears with a folder, smiles and gives Edwards the thumbs up.

INSPECTOR
Good work, Edwards.

Edwards looks at the Inspector, then at Kay. As they leave.

KAY
You ran that guy down on foot? That's tough. That's double tough.

CUT TO:

INT. FORD LTD - A MOMENT LATER - DRIVING

A plain, boxy Ford approaches a pawn shop. Kay and Edwards' voices are heard inside it.

EDWARDS
So who you with?

KAY
I'm part of a secret organization that monitors and polices alien activity on earth.

EDWARDS
Whatever.

KAY
We're here.

Kay opens the door and gets out of the car. Edwards follows.

EXT. PAWN SHOP - NIGHT

Edwards looks around. Sees they're standing in front of a PAWN SHOP.

EDWARDS
This is where we're going?

KAY
Yeah.

EDWARDS
This is Jack Jeebs' spot. He buys from chain snatchers.
Doesn't even sell guns.

KAY
Really?

EDWARDS
All right, you think it's worth shaking him up, fine. I'll do my thing. Then I want some answers.

KAY
Do your "thing," kid.

Edwards goes inside.

INT. PAWN SHOP - NIGHT

JACK JEEBS is the sleazy, sarcastic proprietor of the Pawn Shop. He's not easily intimidated.

JEEBS
Officer Edwards. Oh, hey, geez, how'd these get here? I thought I turned 'em in to the proper authorities.

He casually brushes some Rolexes off the counter.

EDWARDS
Way I hear it, Jeebs, you into something a little hotter than some stolen Rolexes.

JEEBS
Sure -- I'm a big crack dealer now. I just work here because I love the hours.

This pisses Edwards off. He grabs Jeebs by the collar.

EDWARDS
(getting angry)
I'm talking about guns, Jeebs. High-tech stuff.

JEEBS
C'mon, Edwards, whatcha see is what I got.

Kay walks into the room.

KAY
Why don't you show him the imports, Jeebs.

At the sound of Kay's voice, Jeebs suddenly pales, a look of fear coming over his face.

JEEBS
H-hiya Kay, how are you?

KAY
The imports, Jeebs. Now.

JEEBS
You know I got outta that business a long time ago, Kay.

KAY
Why do you lie to me? I hate it when you lie.

He pulls his own gun and aims it at Jeebs' forehead.

JEEBS
Whoa, whoa, Kay, hold on a minute here...

KAY
I'm going to count to three.

Edwards, seeing that Kay is getting somewhere, joins in the routine.

EDWARDS
He'll do it, Jeebs.

KAY
One.

EDWARDS
I've seen him do it.

KAY
Two.

EDWARDS
Talk to me, Jeebs, he's crazy when he's like this.

JEEBS
He's always crazy. (to Kay) Take a cruise. Get a massage --

KAY
Three.

KA-BOOM! Kay blows Jeebs' head off and Jeebs' body collapses to the floor. Edwards is shocked.

Edwards pulls his own weapon and points it at Kay's head.

EDWARDS
Put down the gun and put your hands on the counter!

KAY
I warned him.

EDWARDS
Drop the weapon!

KAY
You warned him.

EDWARDS
You are under arrest. You have the right to remain silent.

KAY
Will you relax?

JEEBS (O.S.)
(irritated, in a helium voice)You insensitive prick!

Edwards whirls around to see Jeebs' BODY, growing another head. Only takes four or five seconds. Kay calmly shoves his gun up against Jeebs' baby-soft new cheek.

JEEBS (CONT'D)
Do you know how much that stings?

KAY
Show us what you got, Jeebs. Or I'll use up another one.

Jeebs, panicked, hits a button on the underside of the counter, which promptly flips over, revealing yet another dusty shelf, piled high with junk --

-- but this is all alien junk. Weapons, mostly, bizarre, otherworldly weapons of all shapes and sizes.

KAY
Edwards?

Edwards, still dazed by Jeebs' regrown head, glances down at all the weapons. He recognizes one.

EDWARDS
Uh, this. This is what I saw.

Kay looks at Jeebs, pissed off.

KAY
You sold a carbonizer with implosion capacity to an unlicensed cephlapoid.

JEEBS
He looked all right to me.

KAY
A carbonizer is an assassin's weapon, Jeebs. Who was the target?

JEEBS
I don't know.

Kay raises the weapon again, threatening.

KAY
Jeebs!

JEEBS
I don't know!

Kay lowers his gun, gestures to the shelf full of weapons.

KAY
This is all confiscated. All of it. I want you on the next transport off this rock. Or I'll shoot you where it doesn't grow back.

Jeebs nods, point taken. Kay leaves.

EDWARDS
Yeah. I'll be by tomorrow for those Rolexes.

Shaken, Edwards follows.

EXT. PAWN SHOP -- NIGHT

Edwards staggers out of the shop, trying to get the day's events straight in his head.

KAY
Searching for a handle on the moment here? I can't help you, kid.

Kay pulls the sunglasses from his pocket and puts them on.

KAY (cont'd)
Only comfort I can offer is my promise that tomorrow morning you won't remember a thing.

EDWARDS
That's not exactly some shit you just forget.

He shows the Neuralyzer to Edwards.

KAY
Ever see one of these?

CUT TO:

INT. CHINESE RESTAURANT - NIGHT

-- the flash dims on EDWARDS and KAY, sitting at a table in a Chinese restaurant.

KAY
(finishing a joke)
-- and the wife says yeah, Harry, I know, but this one's eating my popcorn!

He busts out laughing. Edwards, across from him, is completely disoriented. He looks down. There's a half-eaten order of broccoli beef and several empty bottles of beer on the table in front of him.

EDWARDS
Huh?

Kay checks his watch.

KAY
Whoops. Gotta run. Thanks for the egg rolls.

EDWARDS
Where am I?

KAY
See what I mean about tequila? You're a bright young man, James. Just lay off the sauce. I'll see you tomorrow, nine a.m.
sharp.

He gives a business card before leaving the restaurant. Edward sees the card, it's just three little letters, dead in the middle of the card: "MiB". Edwards looks at it, puzzled. He turns the card over and sees " 504 Battery Drive."

DISSOLVE TO:

EXT. GARAGE - DAY

A pest control van, reading "Zap Em", approaches a garage.

INT GARAGE - DAY

The door opens on a garage. The morning light spills on an abundance of cockroaches, crawling everywhere -- big ones, small ones, hundreds of them have moved in and taken over this dusty place. An EXTERMINATOR steps inside, carrying a tank of toxic gas.

EXTERMINATOR
Well, well, well. Movin' right in, are we? Think we own the place?

He unfurls a hose from the side of the tank.

EXTERMINATOR(CONT'D)
Got a little eviction notice for you, boys.

He raises a mask to his face and unscrews the handle on the top of the tank. LETHAL GAS starts to HISS from the end of the hose.

VOICE (O.S.)
Just what exactly do you think you're doing?

The Exterminator turns around. EDGAR stands in the doorway to the garage, staring at him disdainfully.

EXTERMINATOR
(shrugs)
Takin' care of your pest problem.

EDGAR
"Pest" problem? "Pest?"

EXTERMINATOR
Yeah. You got a hell of an infestation.

Edgar advances on him, slowly.

EDGAR
You know, I have noticed an infestation here. Everywhere I look, in fact. Nothing but undeveloped, unevolved, barely conscious pond scum. So convinced of their own superiority as they scurry about their short, pointless lives.

EXTERMINATOR
Well -- yeah. Don't you want to get rid of 'em?

EDGAR
In the worst way.

Edgar lashes out quickly, jerking the mask off the Exterminator's face with one hand and shoving the gas hose down his throat with the other. He falls dead on the floor.


EXT. GARAGE - DAY

The Zap-Em truck now has the rear door down and the ramp standing. Edgar rolls the flying saucer towards it.

CUT TO:

EXT. MIB BUILDING - DAY

The next morning. EDWARDS, holding the small MIB business card in his hand, compares the address written down by Kay to the address on the utterly nondescript building in front of him: the ventilation tower of the Brooklyn-Battery Tunnel, which connects Manhattan with Brooklyn.

INT. MIB BUILDING - TUNNEL VENT ROOM - DAY

EDWARDS steps through a heavily barred metal door and into long, bizarre room. One wall is entirely dominated by the enormous blades of a tunnel vent air intake. There is an elevator at the far end of the room and an OLD SECURITY GUARD, the rent-a-cop kind, reading a comic book on a folding
metal chair halfway across. A symbol resembling an atom nucleus is on the floor.

Edwards walks across the room, his footsteps ECHOING. The Guard looks up.

GUARD
Help you?

EDWARDS
Maybe, I'm not sure, see, I got this card --

GUARD
Elevator.

And he goes back to his comic book. Edwards, maybe out of nothing more than curiosity at this point, walks across the room, toward the elevator. As he draws close, the elevator doors WHOOSH open, expecting him.

INT. MIB BUILDING - ENTRANCE ELEVATOR - DAY

Edwards steps inside and turns around. The doors close. The elevato moves for a while as Jay stares at the card, and then door on the other side of the elevator slide open silently behind him.

From behind him, somebody clears their throat. Edwards turns around, and finds himself standing in --

INT. MIB BUILDING - INTERVIEW ROOM - DAY

This back room is every bit as mysterious and unfamiliar as the entryway. Standing at the front of the room is ZED, a wire-haired career G-man, an old school bureaucrat, wearing the exact same kind of suit Kay had on last night. SIX OTHER HOT RECRUITS sit in egg-shaped chairs, staring at Edwards.

One chair is empty.

ZED
You're late. Sit down.

Edwards takes the remaining chair. The elevator doors slide shut. Zed continues addressing the Recruits.

ZED (CONT'D)
My name is Zed. You're all here because you're the best of the best. Marines, Navy SEALS, Army Rangers...NYPD.

They all turn and regard Edwards a little smugly. He gives it back.

ZED (CONT'D)
And we're looking for one of you. Just one. What will follow is a series of simple tests designed to quantify motor skills,
hand-eye coordination, concentration, stamina -- I see we have a question.

Edwards's hand is, indeed, up.

EDWARDS
Why, uh -- I'm sorry, it's just no one really asked this, but -- why, exactly, are we doing this?

Silence. Then one of the young recruits eagerly raises his hand. Zed calls on him.

ZED
Son?

AMBITIOUS RECRUIT
(loud and formal)
Jake Jensen, West Point, graduate with honors. We're here because you're looking for the best of the best of the best, sir!

Edwards tries to stifle a laugh, but can't.

ZED
What's so funny, Edwards?

EDWARDS
Your boy, Captain America, here. "The best of the best of the best, sir!'' ''With honors.'' He's just really excited, and he has no clue why we're here. That's very funny to me. Y'all ain't laughing, though.

EDWARDS
Want to get down on this?

ZED
Okay. Let's get going.

The recruits get the written test. It's a thick document -- reasoning skills, general knowledge, diagrams.

EDWARDS is struggling to just open it: he rips through the first page, and then breaks the pencil trying to break the tape holding it together. Behind the dark glass, Kay stands, staring, unemotional.

The RECRUITS are all struggling to get a place to write in their chairs, given no desks were provided. One even has his pencil TEAR through the page.

Edwards looks up. In the middle of the tile floor, there is an unused table. Edwards gets up, goes to it, grabs hold --

-- and drags it, SCREECHING DEAFENINGLY, back to his chair. Everybody looks up, wincing at the horrible sound that fills the room.

Edwards sits back down, now writing on the table. That's better.

EDWARDS
Want to get down on this?

They stare silently.

CUT TO:

INT. MIB BUILDING -- SHOOTING GALLERY -- DAY

SEVEN WEAPONS rest on a table in the middle of an otherwise empty, triangular room. A claxon rings, and it's shown the SEVEN RECRUITS are in front of the table. The two far walls pull apart. The whole room starts being covered in stroboscopic lights, while an urban landscape featuring human and alien carboard figures shows. The Recruits lunge for the weapons, snapping them up and taking aim. Everyone but Edwards shoots. And then a second later, he fires. The lights come down. Then the door opens. Light pours in, and ZED
with it. Even the highly competitive cadets can't help but feel some sympathy as Zed walks straight to Edwards.

ZED
The hell happened?

EDWARDS
Hesitated, sir.

Zed looks into the gallery. Most obvious in the frozen tableau of creatures is a lunging, snarling beast, which has three bullet holes in its chest. Next to it is a massively deformed humanoid creature with a large hook for a head, which also has three holes in it. In the back corner of the gallery, there is a single bullet hole in a pretty eight-year-old girl.

ZED
May I ask why you felt little Tiffany deserved to die?

EDWARDS
She was the only one who actually seemed dangerous. At the time.

ZED
And how did you come to that conclusion?

EDWARDS
First, I was going to pop this guy hanging from the streetlight but I realized he's just working out. How'd I feel if somebody bust me in my ass while I'm on the treadmill?Then I saw this snarling beast guy, and I noticed he had a tissue in his hand and realized he's not snarling, he's sneezing -- he's got tissues
in his hand. Ain't no real threat there. Then I saw Tiffany. I'm thinking, eight-year-old white girl, middle of the ghetto... bunch of monsters at night with quantum physics books. She about to start some shit, Zed. She's about eight. Those books are way too advanced for her. If you ask me, she's up to something. Honestly, I'd appreciate it if you eased up off my back about it.

Sideways glances from the other recruits. Zed sighs.

EDWARDS (CONT'D)
Or, uh -- do I owe her an apology?

Zed walks away.

EDWARDS
That was a good shot though, right?

Uncomfortable looks.

CUT TO:

INT. MIB BUILDING - OBSERVATION ROOM/INTERVIEW ROOM - DAY

ZED and KAY stand behind smoked glass, staring at the RECRUITS, who are still in the shooting gallery, waiting for a decision.

ZED
He's got a real problem with authority.

KAY
So do I. But this kid ran down a cephlapoid on foot, boss. That's got to be tough enough.

ZED
I hope you know what you're doing.

Zed turns and walks away. Kay stares through the glass, at EDWARDS, who stands alone on one side of the room, apart from the rest of the group.

Zed reappears on the other side of the glass, coming through a door and into the shooting gallery. As he talks, Kay turns and walks off.

ZED (CONT'D)
Congratulations, you're everything we've come to expect from years of government training. Now, if you'll just follow me, we
have one more test to administer, an eye exam.

INT. MIB BUILDING - HALLWAY - DAY

The RECRUITS follow ZED out of the shooting gallery and into a long hallway. Zed motions them off to the left. EDWARDS is the last one out of the room, but he stops as he steps into the hallway.

KAY is outside the door, waiting for him.

KAY
Where are you going?

Edwards recognizes him from last night and walks towards him.

EDWARDS
You! Hey, what's goin' on?

Once Edwards approaches, Kay gives him a folder. Both start walking down the corridor.

KAY
Back in the mid-fifties, the government started a little underfunded agency with the simple and laughable purpose of making contact with a race not of this planet.

As they pass an alcove, Edwards notices the six other Recruits, who have been herded into a corner. Zed, addressing them, pulls a neuralyzer from his pocket.

ZED
Now, if you'll look directly at the end of this device.

He holds a neuralyzer up in front of them, and the Recruits stare obediently at it as Zed slips on a pair of black sunglasses.

Edwards then turns to the folder, and starts reading from it. As Kay talks and both walk, Zed's neuralyzer FLASHES.

KAY
Everybody thought the agency was a joke. Except the aliens. They made contact on March 2nd, 1961, outside New York City.

Cut to Edwards' point of view - the folder has thick with eight by ten photographs. He hands Jay the first picture, a shot of eight or nine MEN in plain black suits standing around a fifties-style office with metal desks and fluorescent lights... and one young man resembling young KAY in a plaid shirt holding a bouquet.

KAY (CONT'D)
There were nine of us that night. Seven agents. An amateur astronomer. And one poor kid who got lost on the wrong back road.

Yet another photograph, this one showing the young man giving the tall alien the flowers.

EDWARDS
Oh, you brought that tall man some flowers.

Kay steers Edwards to the right, down another corridor, just as long as the first.

KAY
They were intergalactic refugees with a simple request. Let us use the earth as an apolitical zone for people without a planet. Ever see "Casablanca?" [Edwards replies yes] Same thing, no Nazis. We agreed. So we masked all evidence of their landing.

Another picture, this one of the 1964 World's Fair grounds, still under construction. Giant models of rockets mark the Fair's theme of space travel; most prominent in the construction are two tall towers, with the flying saucers now mounted at the top of each.

EDWARDS
So these are real flying saucers and the World's Fair was a cover-up for their landing?

KAY
Why else would we hold it in Queens? (another hallway) More nonhumans arrive every year. They live among us, in secret.

EDWARDS
I see. Not to change the subject, but when was your last CAT scan?

KAY
Every six months; it's company policy.

EDWARDS
Make another appointment. Tell your boy Zed I had an absolutely wonderful time and thank you for everything but show me the door.

They have stopped next to an unmarked door. Kay throws it open and steps inside.

KAY
All right. I'm going to get some coffee. You want some coffee?

EDWARDS
No, thank you, I'm fine.

As Kay walks into the kitchenette, THREE WORM-LIKE ALIENS standing around a water cooler. Impossibly thin, most certainly not from New York, the aliens hold an animated conversation in a language that seems like a combination of
Esperanto and microphone feedback. One holds the coffee pot, another drinks and smokes.

KAY
How you doing, fellas?

WORMS
Hi Kay!

Kay grabs a paper cup, approaches the one with the pot.

KAY
That's not decaf, is it?

WORM
Viennese cinnamon.

KAY
Don't tell me we've only got that powdered stuff for cream again?

One of the Worm Aliens answers him in their native tongue and points to the counter.

KAY (CONT'D)
Well, that's good. Good. Good.

He finds the cream sitting out on the counter where the alien indicated, dumps some in his coffee.

KAY
You guys getting along all right?

They reply in their language.

KAY
Don't work too hard.

He comes back outside, closing the door behind him.

WORM
So, you guys seen the cahuengas on...

Kay approaches the slack-jawed Edwards.

KAY (CONT'D)
Sure you don't want coffee?

WORM
Cahuengas, yeah, but how about the zapoata?

As the worms laugh, the scene cuts.

CUT TO:

EXT. BATTERY PARK - DAY

EDWARDS, thrown for a major loop, sits like a zombie alongside KAY on a bench in Battery Park. Kay drinks his coffee while they talk.

KAY
Any given time, around fifteen hundred landed aliens are on the planet, the majority right here in Manhattan. Most aliens are decent enough, just trying to make a living.

EDWARDS
Cab drivers?

KAY
Not as many as you'd think. Humans, for the most part, don't have a clue. Don't want one, either. They're happy. They think
they've got a pretty good bead on things.

EDWARDS
Why the big secret? People are smart, they can handle it.

KAY
A person is smart. People are dumb, panicky, dangerous animals. You know it. A thousand years ago everybody knew Earth was the center of the universe. Five hundred years ago, everybody knew the Earth was flat. Fifteen minutes ago, you knew that people were alone on this planet. Imagine what you'll know tomorrow.

EDWARDS
So what's the catch?

KAY
The catch.The catch is you will sever every human contact. Nobody will ever know you exist anywhere. Ever. l give you to sunrise to think it over.

Kay gets up and walks away.

EDWARDS
Is it worth it?

KAY
Yeah, it's worth it... if you're strong enough.

DISSOLVE TO:

EXT. BATTERY PARK - DUSK

Almost nighttime now, and the park is empty. EDWARDS is still on the bench. And still thinking. Above him, the stars are coming out.

Slowly, he looks up, into the vastness of the heavens.

CUT TO:

EXT. NEW JERSEY - EARLY MORNING

We are looking at a telephoto shot of Manhattan in all its splendor.

We see the Zap Em van topping a hill, heading towards Manhattan.

CUT TO:

INT. MIB BUILDING - TUNNEL VENT ROOM - DAY

EDWARDS stands in the middle of the tunnel vent room, the same one he first came into yesterday. The guard is still there.

EDWARDS
What's up, pops?

The elevator doors open and KAY, obviously summoned by the OLD SECURITY GUARD, stands waiting for him.

EDWARDS
One thing you gotta know right now.

Edwards walks briskly forward and gets in the elevator with Kay.

INT. MIB BUILDING - ELEVATOR - DAY

Inside the elevator, the doors WHOOSH shut, KAY turns a key in a certain floor number, and the descent begins. EDWARDS continues.

EDWARDS
All right. I'm in because there's some next-level shit going on around here, and I'm with that. Before you beam me up, there
are a couple of things we need to get straight. First off, you chose me, so you recognize the skills. I don't want nobody calling me "son" or "kid" or "sport." Cool?

KAY
Whatever you say, slick. But I need to tell you something about all your skills. As of right now...

The elevator doors --

INT. MIB BUILDING - HEADQUARTERS - DAY

-- slide open on Men in Black headquarters.

KAY
...they mean precisely dick.

It's unlike anything we've ever seen -- huge, multileveled, of sixties design, polished steel and glass. The workplaces are sleek and uncluttered, manned by both HUMANS and ALIENS. Most of the Aliens stay in the background, like the UPSIDE-DOWN GUY who walks on the ceiling, shuffling papers.

KAY and EDWARDS step off the elevator and onto a platform that looks out over the whole place.

Kay leads him down into the complex. First, they walk past a sort of passport control center, where a human BUREAUCRAT at a desk is checking the documents of a line of ALIENS who've just arrived. There are a dozen bizarre life forms in that line, CHATTING in half a dozen different alien tongues.

Edwards slows as they pass, listening to the PASSPORT CONTROL OFFICER as he addresses an ARQUILLIAN, a large, humanoid visitor.

PASSPORT OFFICER
Purpose of trip?

ARQUILLIAN
Diplomatic mission.

PASSPORT OFFICER
Duration of stay?

ARQUILLIAN
Lunch.

PASSPORT OFFICER
Carrying any fruits or vegetables?

As Edwards passes by an alien resembling a giant slub and just stares, fascinated, Kay grabs him by the arm and hurries him along.

KAY
Let's go. He's a little...grouchy.

Kay moves him into the central hall.

KAY
Three-hour delay in customs after a 17 trillion mile flight gonna make anybody cranky. Right?

EDWARDS
What branch of the government do we report to?

KAY
None. They ask too many questions.

EDWARDS
So who pays for all this?

KAY
Oh, we hold a few patents on gadgets we confiscated from our out-of-state visitors. Velcro. Microwave Ovens. Liposuction.

AT A STORAGE CAGE, Kay turns a key in the lock of a caged-in area and throws the door open. Inside, there are piles of sophisticated-looking devices stacked on shelves and tabletops.

KAY
(picking something up)
This is a fascinating little gadget. A new recording device to replace CD's. So now I gotta buy the White Album again. (something else) This is amusing. Universal translator.

He holds up a cylindrical metal tube and a small wire clip that looks like a lapel microphone.

KAY (CONT'D)
We're not supposed to have it. I'll tell you why. Human thought is so primitive it's looked upon as an infectious disease in some of the better galaxies. That kind of makes you proud, doesn't it?

Edwards touches up a small yellow ball that stands floating above a torch-like device.

EDWARDS
What's this?

THE BALL ZINGS OUT OF EDWARDS' HANDS -- it flies out into the main complex -- hits the ceiling and ricochets around the room, faster than the eye can follow --

VARIOUS SHOTS OF HUMANS AND ALIENS ducking, dodging, and jumping out of its way. One experiment room has all the beakers and such breaking. In Zed's office, the boss barely notices the bouncing ball.

EDWARDS
(to various people as the ball approaches or hits them)
Relax! Watch your head! Somebody get him some ice.Move! Just move when it's coming at you!Damn! I'm going to pay for that!

ON KAY as he calmly, a little wearily, slips an odd-looking metal glove over his right hand...

He raises his hand and the yellow ball zings into it -- Kay catches the ball, calmly.

KAY (CONT'D)
Caused the '77 New York blackout. Practical joke by the Great Attractor. He thought it was funny as hell.

They leave the room.

EDWARDS
Sorry! It was a accident. Sorry.

ON THE MAIN FLOOR, they walk briskly across the room, reaching a giant screen on the far wall.

KAY
Observation, the heart of our little endeavor. Meet the twins. Idikiukup and Bob.

Kay gestures to two small, bony CREATURES with eight arms each and a single eye growing out of a central stalk in their heads. They turn around and wave two or three arms each.

The screen displays a map of the world on which thousands of tiny lights blink in all parts of the globe, log lines of data flashing next to them.

KAY (CONT'D)
This map shows the location of every registered alien on earth at any given time. Some of them we keep under constant surveillance.

He hits a button on the console and the map is replaced by ten big screens.

KAY (CONT'D)
Everyone on these screens is an alien. In public -- normal. In private -- you'll get the idea.

ON THE SCREENS, we see live images of ten humans who are actually aliens.

EDWARDS
Oh, man.

KAY
It makes no sense?

EDWARDS
It makes perfect sense.When I was in third grade, everyone said I was crazy... but I knew our teacher was from Venus or something like that.

KAY
Mrs. Edelson.Jupiter, actually. Well, one of the moons.

Edwards, stunned, looks at Kay as 4-Eyes boots "Irma Edelson" onto the screen.

EDELSON
Class... be quiet and pay attention! If I have to tell you one more time--

ZED's voice is then heard.

ZED (O.S.)
Edwards!

Edwards turns around

ZED
Let's put it on.

EDWARDS
Put what on?

ZED
The last suit you'll ever wear.

CUT TO:

INT. MIB BUILDING - LOCKER ROOM - DAY

The MIB locker room is all gray, each locker with a single letter. Edwards approaches a locker reading "J". ZED'S VOICE comes over:

ZED (O.S.)
From now on, you'll dress only in attire specially sanctioned by MIB Special Services.

EDWARDS takes out revealing a BLACK SUIT hung from a hanger in the middle. Above it, on the shelf, a WHITE SHIRT, a WRISTWATCH and a pair of BLACK SUNGLASSES. On the bottom, a pair of SHINY BLACK SHOES.

INT. MIB BUILDING - HEADQUARTERS - DAY

KAY is at a computer terminal. On screen are Edwards's birth certificate, driver's license, social security card, library card, everything. One by one, KAY deletes Edwards's identity cards.

ZED'S VOICE continues:

ZED (O.S.)
You'll conform to the identity we give you, eat where we tell you, live where we tell you.

INT. MIB BUILDING LASER BOOTH - DAY

EDWARDS stands in a cramped white booth.

He holds both his hands on a TEN-FINGERED KEYPAD, pressing down hard. The pad glows red, a SEARING sound comes from his hands, and he grimaces as more lasers instantly and (not at all) painlessly change his fingerprints.

ZED (O.S.)
You will have no identifying marks of any kind. You will not stand out in any way. Your entire image is carefully crafted to leave no lasting memory whatsoever with anyone you encounter.

INT. MIB BUILDING - LOCKER ROOM - DAY


Feet slip into black shoes.

ZED (O.S.)
You're a rumor, recognizable only as deja vu and dismissed just as quickly. You don't exist; you were never even born.

INT. MIB BUILDING - HEADQUARTERS - DAY

On the computer screen is Edwards' full name -- JAMES DARREL EDWARDS III. Kay punches a couple keys, and the cursor begins to sweep from right to left, starting to eliminate the rightmost letters of Edwards's name.

The watch is put on the wrist.

ZED (O.S.)
Anonymity is your name. Silence your native tongue.

More letters are eliminated from his name. It reads "JAMES DARREL ED..." then "JAMES DARR..."

The glasses are removed and put on the coat's pocket.

ZED (O.S.)
You are no longer part of "the system."

"JAMES..." "JAM..."

ZED (O.S.)
We're above the system. Over it. Beyond it.

A tie pushed up. The earring is removed.

ZED (O.S.)
We're "them." We're "they."

On screen, all that's left is the letter "J."

ZED (O.S.)
We are the Men in Black.

Kay's screen reads "New Entry: J. Database Updated" as the atom logo shows in the background. Jay's voice is heard.

JAY (O.S.)
The difference between you and me?

Kay moves. Looking slick and handsome in his extremely sharp suit, JAMES D EDWARDS III -- or, rather, JAY -- reaches into his pocket, takes out the sunglasses, and slips 'em on.

JAY (CONT'D)
I make this look good.

CUT TO:

EXT. GEM AND JEWELRY STORE - DAY

Out of one of the "Rosenberg Fine Jewelry" shops on Thirty-Fifth Street comes a short, old man (ROSENBERG), carrying a bag with a cat and an ornate rosewood jewelry box. He talks to the cat.

ROSENBERG
We're going to go for a ride. I'll put you down here for a minute then Daddy will be right back.

Carefully, he puts the bag on a pane with flowers as he locks the revolving door to his distinctive shop.

The Zap-Em Truck then approaches the shop. The cat stares at Edgar as he struggles to position itself in a "not-suspicious" position.

ROSENBERG
Okay, now we're ready to go for a little ride.

That finished, Rosenberg picks up the bag, puts the box in his pocket, then waddles off down the street.

ROSENBERG
We're going to meet with Daddy's friend who you'll like.

Edgar then starts the van and moves it along.

INT. MIB BUILDING - ZED'S OFFICE - DAY

Zed's office is a circular, windowed room elevated above the main floor of MIB headquarters. JAY and KAY sit across the desk from Zed. There are six video monitors on a wall behind Zed's desk, and on each monitor is another Man in Black, in different parts of the world, the city name and a clock ticking in a corner of the image.

While Zed talks, he goes through paperwork on his desk.

ZED
Okay, let's see. (to one of the monitors) Bee, we got the deposed sur-prefect of Sinalee touching down in the forest outside Portland tonight.

BEE, an agent on one of the monitors, nods.

BEE
Humanoid?

ZED
You wish. Bring a sponge. (going through memos) And here. Red-letter from last night -- we had an un-authorized landing somewhere in upstate New York farm country. Keep your ears open for this one, Kay, we're not hosting a galactic kegger down here.

Next to him, his computer screen BEEPS importantly. Zed looks over at it.

ZED
Well, well, well -- we got a skimmer.

KAY
(to Jay)
Landed alien out of zone.
(to Zed)
Who is it?

ZED
Redgick. He's not cleared to leave Manhattan but he's way out of town right now, stuck in traffic on the New Jersey Turnpike. Why don't you take junior with you? This is a good one for him to warm up on.

Kay gets up.

ZED
(to Jay)
Go get 'em, Tiger.

Zed then looks again that the monitor reporting on Redgick.

EXT. MIB BUILDING - BATTERY PARK - DAY

JAY and KAY come out the front of MIB headquarters.

JAY
(imitating Zed)
"We're not hosting an intergalactic kegger..."

Kay frowns at him.

JAY
Zed. He just...

An MIB MECHANIC pulls up in Kay's black LTD and hops out, leaving the door open. Jay sizes up the car.

JAY
Unlimited technology from the whole universe... and we cruise around in a Ford P.O.S.

INT. MIB LTD - DAY

They get in and slam the doors. Kay fastens his seatbelt.

KAY
Fasten seat belt.

He starts the car and the engine HUMS quietly.

JAY
We got to work on your people skills. You'd get a much better reaction if you were more polite.

Kay shifts on reverse, glares at Jay and extends his hands above the wheel.

KAY
Fasten seat belts, please.

JAY
Good. Did you hurt yourself?

Kay steps on the gas. The awesome power of the car kicks in and Jay sails forward, THWACKING into the dash. Kay shifts into forward and taps the gas, SLAMMING Jay back into his seat.

Jay's hand falls by accident on a lever between the seats, with a big red button on it.

KAY
Oh, the red button there. Don't ever, ever touch it.

Jay jerks his hand away.

CUT TO:

EXT. R&L RESTAURANT - DAY

The exterior of R&L, a Russian diner. A cab stops on the door, ROSENBERG steps out of it.

CAB DRIVER
All right, pop,that'll be $72 there.

Rosenberg puts the bag with the cat atop the taxi.

ROSENBERG
Okay, sweetie, let me pay the impolite driver.

A moment later, the Zap-Em van pulls to a stop across the street.

INT. LESHKO'S DINER - DAY

ROSENBERG comes into the tiny restaurant, squinting in the relative darkness. At a table in the middle, he sees a man eating alone -- an enormous, dignified, yet profoundly strange-looking man in his mid fifties. The man (an ARQUILLIAN, and if we're eagle-eyed, we recognize him as the alien on a "diplomatic mission" from passport control) rises from his chair.

Rosenberg walks carefully over to the table, puts the bag on the floor, but does not sit down. He and ROSENBERG embrace each other. The embrace has an odd, formal quality to
it, like mafiosi coming to a sitdown. They hold on, long and hard, and both seemed choked with emotion.

Finally, they break apart and take their seats. They speak in a bizarre alien tongue, which is subtitled.

ROSENBERG
Sorry I'm late. The cab drivers on this planet are terrible.

ARQUILLIAN
Your majesty, you are in grave danger.

ROSENBERG
Yeah, and they overcharge you every time.

ARQUILLIAN
Sir, a bug landed here. We must get you off the planet.

ROSENBERG
A bug? He must know why I'm here.

ARQUILLIAN
We think he does.(noticing the ornate box on the table) Is that what I think it is?

ROSENBERG
No, just some diamonds for your children. Do we have time to eat?

The Arquillian relaxes.

ARQUILLIAN
Sure. I ordered you some pirogi.

INT. LESHKO'S DINER - KITCHEN - DAY

In the kitchen, the Russian COOK slaps two orders of pirogi up on the stainless steel counter --

COOK
Table six is up!

He sees someone approaching...

COOK
Where is Ivan?

VOICE (O.S.)
Gave him a break.

The voice is suspiciously like Edgar's. The cook turns away to his grill. A HAND reaches in, takes the plates, one with each hand. We follow, but see only the arm and aproned midsection of the waiter carrying it. As he steps away, we see a storage shelf crammed with bags of rice, cans of stewed
tomatoes --

-- and the DEAD IVAN, literally folded in half and stuffed in among the shelves.

INT. LESHKO'S DINER - DAY

ROSENBERG and the ARQUILLIAN raise their glasses in a toast. Now it's clear that the waiter approaching in the background is Edgar.

ARQUILLIAN
To the continued reign of the Arquillian Empire.

ROSENBERG
To the safety of the galaxy.

They CLINK glasses and drink, just as Edgar arrives. The plates are put down. Close in on Rosenberg's, from his POV, catching a glimpse of the Waiter's hand --

-- just as an enormous silverfish bug slithers out of the waiter's sleeve and scurries in the dish. Rosenberg looks up to the waiter's face, paralyzed with fear. He seems to know what dire implications Edgar's presence holds.

ROSENBERG
(in English again)
You can kill us both -- but you will not find it.

The Arquilian looks at Edgar, is also afraid. Rosenberg's cat is seen raising his head on the bag.

EDGAR
You're right about one thing.

Suddenly a long STINGER whips out from under the back of Edgar's apron and zips under the table. It hits Rosenberg's neck, and then the Arquillian. Both lurch forward their chairs, their faces contorting in pain. They both pitch forward, their faces slogging into fresh pirogi.

Edgar moves quickly, grabs the ornate box, and leaves, flipping a table on the way. Rosenberg's cat leaps back onto the table and SNARLS at him as he goes. He turns around and grunts at the cat, who proceeds to angrily make a defying gesture. We can see his collar reads "ORION" before the cat hisses again.

Edgar turns around and walks further towards the exit. Another waiter moves to the door frame.

MAN
You're not going anywhere, pal.

Edgar tosses him away, making the waiter's tray loudly fall and make noise. Edgar then pushes the door and walks down the street, with the patron next to the door staring.

PASSERBY
What's going on?

Edgar just hits and makes the man fall.

EXT. R&L RESTAURANT - DAY
Edgar is walking down the street, holding his hip and stretching his arm. The restaurant staff are all gathering at the door to stare at him, as does another man passing by the street.

INT. LESHKO'S DINER - DAY
The cat stares angrily.

CUT TO:

EXT. HIGHWAY - SIDE OF THE ROAD - DAY

A car has pulled over. KAY approaches the DRIVER.

KAY
License and registration, please.

The Driver hands over some documents.

KAY (O.S.)
Other license and registration, please.

The guy digs out two other cards and hands those over. Jay peers over Kay's shoulder.

KAY
You're restricted to Manhattan. Where are you going, Redgie?

REDGICK
It's my wife! She's -- she's -- well, look!

It can be seen the back seat that MRS. REDGICK, with a big belly, lies down, MOANING in pain, making contraction gestures.

KAY
All right. No big deal.

He opens the door.

KAY (cont'd)
Okay, you come with me, Redge.

Redgwick steps out the car, looks at his screaming wife one last time. Kay closes the door, turns to Jay.

KAY
You handle it.

JAY
What? Me?

Kay approaches Redgwick.

KAY
Sure, it's easy, you just sorta -- catch.

REDGICK
He knows what he's doing?

KAY
He does it all the time. Let the man work.

INT. REDGWICK'S CAR - DAY

From Mrs. Redgwick's point of view, her open legs and Jay outside the door. He smiles, gestures happily, and then does an imitation of the "breathing lesson in Lamaze class". Then he looks down to the woman's crotch...

JAY
Kay! Damn, man! So-- Something's peaking!

EXT. HIGHWAY - SIDE OF THE ROAD - DAY
A few yards from the car, Kay turns Redgick to face him. The car has all sorts of stuff above the trunk, so nothing inside the cabin can be seen. A TENTACLE whips out from inside the car, wraps around Jay and pulls him. He struggles trying to get released. The other two never break their conversation.

KAY
Croagg the Midwife's back on 64th and 8th. You were headed out of town.

REDGICK
Well, we're, uh -- meeting someone.

KAY
(still to Redgick)
So? Who you meeting?

REDGICK
Well, it's -- a ship.

KAY
Really? I didn't see a departure clearance for today.

REDGICK
You didn't? Uh, well -- it was an emergency.

The tentacle starts dangling Jay upside down above the car.

JAY
Kay! Kay!

KAY
You're doing fine, ace.

JAY
Kiss my ass!

KAY
(back to Redgick)
What kind of emergency? What's the rush to get off the planet all of a sudden?

Jay is pulled inside the car. And then as the vehicle shakes he emerges still wrapped on the tentacle through the other side.

REDGICK
We just don't like the neighborhood anymore. Some of the -- new arrivals.

Jay starts being bashed on the car ceiling.

KAY
New arrivals? Have anything to do with the crasher from last night?

Redgick looks at Kay, clearly concealing something, but darts his eyes away. Jay is pulled inside the car again.

JAY
(Screaming)
Excuse me, miss!
But in that moment, Jay is ejected with great speed from inside the car. Redge runs towards him. Jay falls, flat on his back in the dirt, the multi-tentacled squidlike baby resting squarely on his chest.

JAY (CONT'D)
Oh -- oh -- oh -- man.

Kay and Redgwick approach. Kay claps him on the back.

KAY
Congratulations, Redge! It's a squid.

Jay looks down at the creature COOING and nestling on his chest.

JAY
(misty)
He's... actually kind of...

It vomits slime on him. Jay spits the one that fell in his mouth, and then the "squid" blinks.

JAY
...cute.

CUT TO:

EXT. HIGHWAY - SIDE OF THE ROAD - MIB LTD - DAY

Back in the car, JAY wipes the last of the puke off his suit while KAY starts up the car.

KAY
Anything about that seem unusual to you?

Jay just looks at him, very Jack Benny.


KAY
What kind of "new arrival" would scare Redgick so bad that he'd risk a warp jump with a newborn?
(thinks)
Let's check the hot sheets.

EXT. NEWSSTAND - DAY

CLOSE ON on various supermarket tabloids as a hand flips through them. There are headlines like "POPE A FATHER!"and "TOP DOCTORS BAFFLED -- BABY BORN PREGNANT!" and "MAN EATS OWN HOUSE!" (the subhead on that one is "And
That's Just the Appetizer, Says Neighbor.")

KAY and JAY are at a downtown newsstand. Kay is furiously searching through the tabs; Jay is standing behind him, a little embarrassed.

JAY
These are the hot sheets?

Kay pulls a copy of the Weekly World News from the stand and gives the guy a buck.

KAY
Best investigative reporting on the planet. Read the New York Times if you want. They get lucky sometimes.

JAY
I cannot believe you're looking for tips in a supermarket tabloid.

KAY
Not looking for. Found.

He SMACKS the paper down on the hood in front of Jay, the pages turned open to a headline in typeface so large one would think it reserved for the Second Coming:

Farm wife says
"ALIEN STOLE MY HUSBAND'S SKIN!"

CUT TO:

EXT. FARMHOUSE - DAY

The LTD pulls to a stop at the end of the driveway that leads to
Beatrice's farmhouse, where the alien ship landed. The wrecked pickup truck is still there. JAY and KAY get out, very undercover cop. Jay starts up the driveway.

KAY
Wait, slow down.

JAY
Why?

KAY
Give her time to get the wrong impression. Makes things smoother.

BEATRICE appears in the door to the house, curious.

Beatrice calls to them.

BEATRICE
Can I help you gentlemen?

KAY
How do you do, ma'am, I'm Special Agent Manheim, this is Agent Black, FBI. Had a few questions about your visitor.

BEATRICE
Are you here to make fun of me too?

KAY
No ma'am. We at the FBI don't have a sense of humor that we're aware of. Mind if we come in?

BEATRICE
Sure. Lemonade?

CUT TO:

INT. FARMHOUSE - LIVING ROOM - DAY

Beatrice speaks sitting on the couch.

BEATRICE
The chief of police himself come up to the house and did a full-out professional investigation. Took a police report and writ down everything I said... from A to Z, not believing one thing I said. Sort of poking fun at me. And they said to me, "If he was murdered, how could he walk back in the house?"

JAY sips some of her lemonade and winces, before spitting it back.

BEATRICE
And I gotta admit, I was a little stumped by that one. But I know Edgar. And that wasn't him.

Kay is nodding, while Jay checks out the room. He puts the glass on the table, and picks up a framed PHOTO OF EDGAR

BEATRICE
It was more like something else that was wearing him. Like a suit. An Edgar suit.

A GIGGLE escapes her at the thought. Jay pokes Kay, shows him the picture with Edgar proudly holding his shotgun in the middle of the bog.

JAY
Dude was that ugly before he was an alien.

BEATRICE
I'm sorry.

KAY
Go on.

BEATRICE
Anyway, when I came to, he was gone.

KAY
Did he say anything?

BEATRICE
Yes! He asked for water. Sugar water, if I remember.

KAY
Sugar water.

Kay nods, puts on his sunglasses. Jay puts his as well.

BEATRICE
Yeah, I remember that right. 'Cause I thought that was odd. That he asked me for sugar water and not lemonade or ice water or... regular water or... tap water.

Kay draws his neuralyzer. FLASH! Beatrice freezes, staring straight ahead as if hypnotized. Kay takes his glasses off, Jay follows.

KAY
Okay, Beatrice. There was no alien, and the flash of light you saw in the sky wasn't a UFO. Swamp gas from a weather balloon was trapped in a thermal pocket and refracted
the light from Venus --

JAY
Wait a minute. You flash that thing, it erases her memory and you just make up a new one?

KAY
Standard issue neuralyzer.

JAY
That weak-ass story is the best you can come up with?

KAY
All right. On a more personal note, Beatrice, Edgar ran off with on old girlfriend. Go stay at your mother's for a few days and get over it. Decide you're better off.

JAY
(butting in)
Well, yeah, because he never appreciated you anyway. Okay. You know what? (points at Beatrice) You. Kicked. Him. Out. Alright? Now you're gonna do what he said, you're gonna go stay with your mother. Then you're gonna go get yourself some new dresses, some new shoes, maybe go somewhere where you can get a facial. (looks around the house) Oh, and I'd hire a decorator to come in here quick because, damn.

CUT TO:

EXT. FARMHOUSE - DAY

KAY is in the hole where the ship landed, investigating. He holds a pocket spectral analyzer over a section of scorched earth. The analyzer shifts colors. Red. Then Yellow.

JAY
(from up outside the hole)
Yo, Kay, check it out. When do I get my own flashy memory messer-upper thing?

KAY
When you grow up.

Jay scratches his eyebrow with his middle finger. Kay returns to stare at the analyzer.

KAY
Please -- not green.

Purple. And then green.

KAY (CONT'D)
Damn.

Kay stands up.

KAY (CONT'D)
I don't suppose you know what kind of alien life form leaves a green spectral trail and craves sugar water, do you?

JAY
Uh, wait, that was on "Final Jeopardy!" last night. Damn, Alex said...

Kay snatches up a cellphone.

KAY
Zed, we have a bug.

He turns off the radio and starts walking out the hole.

JAY
So. What? We don't like bugs?

KAY
Bugs thrive on carnage, Tiger. They consume, infest and destroy. They live off the death and decay of other species.

JAY
You were stung as a child, right?

KAY
Imagine a giant cockroach with unlimited strength, a massive inferiority complex, and a real short temper is tear-assing around Manhattan Island in a brand new Edgar suit. Does that sound like fun?

JAY
What's the move?

KAY
With the bug in town, we watch the morgues.

CUT TO:

INT. MORGUE - CORRIDOR - DAY

The stretcher with the corpse on it is wheeled down a corridor in police headquarters. ROSENBERG'S CAT, still on his chest, MEOWS curiously as the stretcher approaches two doors with "City Morgue" written across them. The words split in half as the stretcher BANGS through the doors.

INT. MORGUE - DAY

The city morgue is a crowded, brightly-lit, tiled place with corpses parked left and right. Busy day in the Apple. The Cop wheeling the stretcher calls out to the CORONER, who's hunched over another body.

COP
Where do you want contestant number three?

The coroner turns around. It's DR. LAUREL WEAVER, the woman who tried to speak to Jay before. She sighs and waves a hand.

LAUREL
By the wall, I guess.
(noticing)
What's with the cat?

COP
Oh, the cat. There's a problem with the cat. Sign here.

Laurel signs his clipboard.

LAUREL
What's the problem with the cat?

COP
Your problem.

Laurel gives him a dirty look as he leaves.

LAUREL
I hate the living.

She goes over to the stretcher and bends down, petting Rosenberg's cat gently.

LAUREL
Shall we?

She wheels the stretcher under the lights.

INT. MORGUE - LATER - DAY

The Arquilian is in an open drawer of the cold chambers, while Laurel is hunched over Rosenberg's corpse. Fascinated by something, she digs deeper. And deeper. And looks up, her face a mixture of alarm and excitement.

LAUREL
Oh, my God. Buddy, what are you?

CUT TO:

INT. MORGUE - CORRIDOR - NIGHT

Two men in black suits hurry down the stairs and into the corridor outside the morgue. They hasten down the hallway, their shoes CLICKING in perfect lockstep, headed for those swinging doors at the other end.

JAY and KAY. Men in Black on a mission.

INT. MORGUE - NIGHT

In her darkened office, LAUREL is on her desk, recording her report.

LAUREL
(into recorder)
Subject was approximately 112 degrees at time of autopsy, indicating, quite impossibly, a post-mortem increase in body temperature. Examiner attempted to verify result
rectally, only to find subject was, uh, without rectum. Which can only be described as...well...as really...

KAY (O.S.)
Weird?

Kay turns on the lights.

KAY (cont'd)
Dr. Leo Menville, Department of Public Health. This is Dr. White.

LAUREL
(checking her watch)
You boys must not have much of a home life.

KAY
We watch the morgues very carefully. You've got something unusual?

LAUREL
I'd say so -- triple homicide.

She gets up and takes them to the cold chambers.

LAUREL (CONT'D)
The first corpse was perfectly normal, except that he was broken in half, but when I opened up the other two -- well, look.

She pulls back a drawer, revealing a body covered in a sheet.

LAUREL (CONT'D)
There's a skeletal structure at work here unlike anything I've ever seen.

Pulling the sheet from the face reveals the Arquillian.

KAY
I'll have a look at this one. Dr. White, why don't you and Dr. Weaver check out the other body?

LAUREL
This way, Doctor.

Jay and Laurel cross the room, to where ROSENBERG's corpse lies out on another gurney.

LAUREL (CONT'D)
This one's even stranger. I did a full laparotomy. I started with the lesser curvature of the stomach -- though, if you want, we could begin at the gastro-esophageal junction.

JAY
I think, uh, we should start at the same place you did.

LAUREL
All right.

She pulls out a glove box, hands Jay one and puts on the other. Rosenberg's cat steps on Jay's shoe.

JAY
Your cat?

LAUREL
Guess it is now. Came in with the bodies. Okay. Dive right in. God knows he won't mind.

Jay is reluctant and retches, but puts his hand on the hole.

LAUREL (CONT'D)
You have very pretty eyes.

JAY
Thank you.

Laurel continues to guide him on the thick of the corpse.

LAUREL (CONT'D)
Feel that? Where the piloric junction would be?

JAY
Oh, yes. Exactly.

LAUREL
Now push that aside. Notice anything strange? Stomach? Liver? Lungs?

JAY
Nope. All fine.

LAUREL
Doctor, they're all missing.

JAY
(quickly)
Well, of course they are. What I'm pointing out is that there are no pieces of them left. So they're intact, wherever they are.
That we can be sure of.

LAUREL
Have we met before? I have the strangest feeling of deja vu.

JAY
Yeah, me too.

LAUREL
Really? Okay. You wanna know what I really think?
(re: Kay)
But don't tell that guy. He looks like he's already under enough stress.
(then)
This body is not really a body, but it's actually some sort of transport unit for something else altogether. The question is:
what?

Jay just looks at her intrigued.

LAUREL
Is this freaking you out?

JAY
No, girl.

After a particularly gross GUSHY sound, he looks away, toward her. She's staring at him.

Laurel leans over and lowers her voice, just for him.

LAUREL
You know what I like to do sometimes? When it's really late?

JAY
(intrigued)
No...

As she starts talking...

KAY
Doctor White...

Laurel just flips her hair as the chat is interrupted.

JAY (CONT'D)
Excuse me.

She nods positively. He walks across the morgue to Kay, who is still examining the Arquillian. But Jay never takes his eyes off Laurel.

KAY
What do you think?

JAY
(of Laurel)
Very interesting. She got a real Queen of the Undead thing goin' on.

KAY
Of the body.

JAY
Great body.

KAY
The dead body?

JAY
Man, you have to look at that thing.

LAUREL (O.S.)
Dr. White.

KAY
(pointing at the Arquillian)
Recognize him?

JAY
Yeah, he looks like the big guy I saw down at headquarters, only deader.

LAUREL (CONT'D)
(louder)
Dr. White.

KAY
What do you think killed him?

JAY
A bug?

Jay, in conversation with Kay, does not respond to what is not his name. Laurel enters the frame.

LAUREL
(shouting)
DR. WHITE!

Kay nudges Jay.

KAY
You're up, Slugger.

Jay turns and races across the room to rejoin her.

LAUREL
Look at this.

Jay leans down. There is strange stitching around the base of Rosenberg's ear.

JAY
What the hell is that?

He reaches out, touches the ear, then he actually turns it. With a soft CLICK --

-- it pulls away from the head. Like a latch.

Jay and Laurel look at each other, astonished. Jay pulls again, and Rosenberg's entire face PUSHES OUT with a mechanical HUM, then HINGES OPEN, the whole face rotating out away from the rest of the artificial skull.

A TINY LITTLE GREEN MAN SITS INSIDE ROSENBERG'S HEAD.

Though not quite dead, the Tiny Little Green Man is gravely wounded. He staggers up out of a small control room inside Rosenberg's head, with gearshifts and viewing screens all around the inside of the skull.

The Tiny Little Green Man forces words out of his mouth.

"ROSENBERG"
Must -- to pre -- prevent -- -- contest?

JAY
It's all right -- What are you trying to say? Struggle?

LAUREL
War?

The Green Man nods vigorously. That's it.

BALTIAN
(faltering)
Galaxy is on -- or -- or -- Orion's -- Be-Be... What is word?

JAY
Bed? Belt? Orion's Belt?

The Green man nods again, falls, and dies. The cat staring from above meows in sadness. Jay and Laurel look at the little dead alien, then at each other.

JAY (CONT'D)
"To prevent war, the galaxy is on Orion's Belt?" The hell does that mean? (turns around) Hey! Dr., uh, whatever, come here!

Kay begins over. Laurel looks at them.

LAUREL
"Doctor Whatever"? You're not with the Department of Public Health, are you?

Kay looks at the mess -- the body, the little dead man.

KAY
Rosenberg. Ah, damn. The Arquillians will not like this. He was one of the royal family.

Laurel smiles.

LAUREL
I knew it. This is an alien. And you're from some government agency who wants to keep it under wraps...

Kay and Jay are not paying attention to Laurel.

JAY
He said "to prevent war, the galaxy is on Orion's Belt."

Kay puts on his glasses, Jay follows as Kay starts adjusting the neuralyzer.

LAUREL
... This make total sense. How else do you
explain New York? The other night I'm in a
cab, this guy...

FLASH! Kay blanks her out.

KAY
"Galaxy on Orion's Belt" doesn't make sense.

JAY
That's what the little dude inside the big dude's head said. Right after...
(seeing the dazed Laurel)
Damn, man, you did the flashy thing already.

LAUREL
(as if awakening)
Whoever you guys are, you have to show ID if you're
going to be in the morgue.

Kay puts on the glasses again.

KAY
Of course, young lady. Look at this for me, please.

FLASH! He neuralyzes her again, Jay struggling to put the glasses quickly. Jay slaps his hand.

JAY
Would you stop that?

KAY
What?

JAY
That thing is gonna give her brain cancer or something!

KAY
Never hurt her before. We have to close all the doors here. Special Services will be here any minute.

They start walking away.

JAY
"Never hurt her before"?! How many times have you done the flashy thing to this poor woman?!

KAY
(evasive)
Couple.

JAY
Aren't you worried about, you know, long term damage?

KAY
(more evasive)
Little.

JAY
Have you ever flashy-thinged me?

KAY
Nah.

JAY
I ain't playin' with ya! Have ya?

KAY
No.

EXT. MORGUE - NIGHT

Jay and Kay exit the morgue and walk towards their car.

JAY
I think I should be in charge of the flashy thing department.

KAY
Not while I'm around, ace.

JAY
You won't be happy till you fricassee someone's brain out.

An MIB containment vehicle pulls up, and two men dressed in black suits get out.

KAY
(to an MIB Agent)
We've got two dead aliens in there, and a deputy medical coroner in need of a new memory.

AGENT
Yes, sir.

Jay stares at him.

KAY
Make it a happy memory.

CUT TO:

INT. ZAP EM VAN - NEW YORK ALLEY - NIGHT

The Zap Em van is parked in an alleyway somewhere downtown. From inside, throaty WAILS of frustration can be heard.

Inside the van, the ornate rosewood box is now battered and scarred, its various locks holding tight against EDGAR's repeated attempts to claw his way into it.

He BELLOWS in rage and it finally CRACKS a hinge. Edgar snaps it up, and wrenches the top off the box.

Inside, there are dozens of precious, glittering diamonds, which he promptly tosses aside as worthless. But the rest of the box is empty.

Edgar gets angry.

CUT TO:

EXT. ZAP EM VAN - NEW YORK ALLEY - NIGHT

The van shakes as Edgar wallows.

EDGAR
WHERE IS IT?!

CUT TO:

EXT. MIB BUILDING - MAGIC HOUR

As lower Manhattan is waking up, Jay and Kay enter the building.

INT. MIB BUILDING - HEADQUARTERS - EARLY MORNING

Despite the early hour, the headquarters is going full-blast.

Kay is in a computer, slightly disheveled. On the screen, some sort of database search software. He types "RESTON, ELIZABETH ANN" on name, "TRURO". The image changes to a satellite view of North America, while the word "SEARCHING" blinks, encouraging patience. The printout changes to
"SUBJECT ACQUIRED." It quickly zooms in on the Northeast.

Kay types some more. On screen, the satellite view zooms down to Massachusetts. As Kay types some more, Jay's voice is heard.

JAY (OS)
Hey, Zed.

Jay appears holding a cup of coffee.

JAY
Doesn't anybody believe in sleep around here?

ZED
The twins keep us on Centaurian time -- a 37-hour day. Give it a few months -- you'll get used to it. Or you'll have a psychotic episode.

The large screen displays the familiar grouping of stars that is the CONSTELLATION ORION.

ZED
Here's Orion; the brightest grouping of
stars in the northern sky...
(pointing)
and here's Orion's belt --

He indicates the three stars that make up the belt.

JAY
That's what the little guy was talking about, "To prevent war, the galaxy's on Orion's belt..."

ZED
There are no galaxies on Orion's belt. The belt is just these three stars; galaxies are huge, made up of billions of stars.
You heard wrong.

JAY
Look, whatever, I know what I heard.

Back to Kay, the computer zooms, then a city, then a neighborhood, then a block, then a back yard. The image comes into sharp focus on one back yard in particular, where we a MIDDLE-AGED WOMAN, the "Elizabeth Ann Reston", is tending to her garden. Whoever she is, she's lovely. Kay smiles as Elizabeth looks up, as if she knows she's being watched, but she's just looking at the sky, wondering how many stars'll be out tonight. He then types and the image freezes on her face. Jay is standing behind him.

JAY
Pretty lady...

Kay clicks something, the software blackens and goes "Subject Lost". Jay drags a chair and sits down, sipping his coffee, as Kay rearranges his desk.

JAY (CONT'D)
The grumpy guy's story is starting to come into focus a little bit here. You were the guy in the picture you showed me with the flowers. And, I take it, she never got those flowers.


KAY
No.

JAY (CONT'D)
So, what, she ever get married or anything?

KAY
No.

Jay looks at him: "Is this me in thirty years?" Kay rolls his eyes.

JAY
Well, it's better to have loved and lost than never to have loved at all.

KAY
Try it.


ZED (O.S.)
Kay.

Kay gets up, Jay follows, up to Zed in the LAD (Landed Alien Display), where each of the thousand or so Aliens who live on earth are represented by a flickering LIGHT.

Some lights are starting to go out.

ZED
We've had twelve jumps in the last hour. Redgick was just the beginning.

JAY
What do they know that we don't know?

Kay looks to his partner, then to the screen. Another light flickers out.

KAY
Why do rats desert the ship?
(to the twins)
Go to Lem Sat IV with a proton induction thermoscan, please.

ON THE SCREEN Earth changes to a green radar-like diagram.

KAY (CONT'D)
Thank you. Okay, Lem Sat XVIII.

Now there's a view of the earth from space. Nothing unusual.

KAY (CONT'D)
All right, four thousand.

Now we're looking at earth from far, far away -- and from here we can see something that doesn't belong in this picture:

A BATTLE CRUISER far off to one side of the earth.

KAY (CONT'D)
That's an Arquillian battle cruiser.

ZEED
And we've got a dead Arquillian prince.

A COMMUNICATION STARTS COMING OVER THE SPEAKERS -- a sound like a cat and mouse caught in a blender.

KAY
Speak of the devil.

The communication continues.

KAY (CONT'D)
They sound pissed.

The communication continues.

ZED
(to the twins)
Boys, translate that and step on it!
(to Kay)
Go to Rosenberg's store and see what you can turn up.

Kay and Jay walk away.

ZED (CONT'D)
And Kay -- Give the kid a weapon.

Zed glances back to see the huge gun turrets on the Arquillian Battle Cruiser HUM and WHIR as they swing around into position, pointed down at the unwitting planet below.

IN THE EQUIPMENT LOCKER Kay pulls out the ENORMOUS, MANY-BARRELED SHOTGUN.

KAY
Series four de-atomizer.

JAY
I like that.

Kay pulls out another weapon, the TINIEST GUN WE'VE EVER SEEN.

KAY (CONT'D)
"Noisy Cricket."

JAY
Kay, no, no, come on, man. You get a series four de-atomizer and I get a "Midget Cricket?!"

Kay panics and pushes Jay's hand away as he almost points the gun at him.

JAY (CONT'D)
(looks at the gun) I'm afraid I'm going to break it.

INT. GEM AND JEWELRY STORE - DAY

Out the window behind him, we can see the Zap-Em van, double parked in the street in front. SMASH! EDGAR smashes the revolving door of Rosenberg's jewelry shop. EDGAR steps inside.

All the gems and jewels are under glass counters. Edgar starts SMASHING the glass, grabbing great handfuls of jewels and tossing them aside.

Edgar, in his rage, starts to smash anything breakable, even the framed pictures on the walls. He stops at one particular picture, staring intently at it. It's Rosenberg a glamor shot of Rosenberg's cat, provocatively posed on a satin pillow. There are a half dozen more pictures of the cat, some posed with Rosenberg, some by itself. This animal was important to Rosenberg.

Edgar retches, as if got to some conclusion. From outside, the ROAR of an engine distracts Edgar. He turns around, in time to see the van lurch as a tow truck lifts its front wheels off the ground.

EXT. GEM AND JEWELRY STORE - DAY

EDGAR rushes outside as the tow truck DRIVER gets the van up on the hoist.

EDGAR
Hey, that's my truck!

DRIVER
And make sure you tell them that at the impound.

Edgar reaches into the front seat of the van and pulls out his twelve gauge. He points it at the tow truck Driver. The tow truck driver looks at him with disdain, and pulling back his shirt reveals a mean-looking gun.

DRIVER (CONT'D)
Please...

He keeps hitching up the van. The MiB car parks nearby, JAY and KAY enter the ramsacked jewelry shop.

INT. GEM AND JEWELRY STORE - DAY

They look around and see the recent demolition caused by Edgar. Jay furrows his brow.

JAY
Who robs a jewelry store and leaves the jewels?

KAY
Someone who's not looking for jewels.

Jay moves behind the counter. On the wall there is an ornate locker full of BEJEWELED CAT COLLARS, and several PHOTOS OF A CAT on the wall.

JAY
This guy had a serious crush on his cat.

Jay's attention is broken by a gunshot. Outside, EDGAR, the farmer's rifle and the driver's shotgun, heads for the tow truck.

Jay thinks for a moment -- where does he know that face?

Jay points the Noisy Cricket at him and YELLS...

JAY
Kay! GET DOWN!

And then Jay FIRES, shattering the storefront window, and BLOWING UP A CAR on the street. The blast hurls him up and back a good ten feet, SLAMMING him into the wall with tremendous force. Edgar is driving down the street as Jay picks himself up, passing by a Kay that's lying down, covered in glass shards.

JAY
Man! That's him. That's the bug! In the Edgar suit!

Jay leaps through the broken storefront window and after Edgar.

Kay runs out after Jay.

EXT. GEM AND JEWELRY STORE - DAY

Jay sprints after him, FIRING his noisy cricket. He is thrown back into some garbage, while his SHOT...

Hits the rigging between the Zap-Em Van and the town truck, separating the two. Jay pulls himself up and sprints after the tow truck, but it accelerates too quickly.

Edgar is just about to turn the corner when Jay leaps onto a parked CAR to try and get some height. As Jay prepares to shoot, EDGAR DISAPPEARS AROUND THE CORNER, and a HUGH TRUCK backs into his line of fire.

JAY FIRES, the TRUCK EXPLODES and Jay flies BACKWARDS, hurtling through the air and CRASHING through the window of a parked car.

Kay appears and yanks Jay out of the car.

KAY
We do not discharge our weapons in view of the public.

JAY
Can we drop the cover-up bullshit?! There's an Alien Battle Cruiser that's gonna blow-up the world if we don't...

KAY
There's always an Alien Battle Cruiser...or a Korlian Death Ray, or...an intergalactic plague about to wipe out life on this
planet, and the only thing that lets people get on with their hopeful little lives is that they don't know about it.

Kay gestures to a group of ONLOOKERS, drawn by the curious blasts from the store. There's smoking rubble everywhere.

KAY
Don't worry about the bug. He's not leaving town. We've got his ship.

After gesturing to the back of the Zap-Em van, where Edgar's spaceship is neatly stowed, Kay pulls out his cell phone.

KAY
(into phone)
Zed, we're gonna need a containment crew down here at McDougal, south of Houston.

INT. MIB BUILDING - HEADQUARTERS - DAY

Back at Men in Black Headquarters, the little lights on the world map which indicate aliens' locations are going out, one by one, about one every five or ten seconds. A WARNING BUZZER is sounding, over and over, and HUMAN STAFFERS are rushing left and right.

ZED is in his office.

ZED
Containment may be a moot point, my friend. The exodus continues. It's like the party's over and the last one to leave gets stuck with the check.

Zed looks down to the vast floor below and sees the four worm guys with suitcases walking across the floor.

ZED
You sorry little ingrates!

The worms dismiss Zed, and then start singing a melody similar to the "Star-Spangled Banner".

KAY (O.S.)
What about the Arquillians?

ZED
We've only translated a part of the message so far: "Deliver the Galaxy."

KAY (O.S.)
No, they don't want much, do they?

ZED
Oh, it gets better... They're holding us responsible.

He looks up at the screen. It reads:
MIB
DELIVER THE GALAXY.

Cut to:
EXT. UPTOWN NEWSSTAND - DAY

The tow truck SQUEALS to a halt at a curb. EDGAR gets out and walks away, fast, CURSING under his breath. He rants, livid, thinking hard. As he passes a newsstand, he grabs the NEWS VENDOR by the collar.

EDGAR
Where do you keep your dead?

VENDOR
(thinks)
I don't have any dead.

EDGAR
Where?!

VENDOR
I don't know, the city morgue!

Edgar shoves him away roughly. But before he leaves, his eye catches a postcard display marked "LANDMARKS OF THE NEW YORK CITY AREA." Edgar stares, fascinated, but we don't see what he's looking at. He reaches out and picks up a color postcard.

He raises it to his face, thinking, then shoves it in his pocket and hurries off.

VENDOR
That's three for a dollar, sir!

Cut to:
EXT. NEW YORK STREET (OUTSIDE JEWELRY STORE)

As a crowd gathers around the Zap-Em Van, Jay tries using the standard cover-up...

JAY
It was some light that refracted off of Venus... into some swamp gas... and that's what made the--

KAY (O.S.)
All right, kid.

Jay starts walking towards Kay.

JAY
Excuse me! What's up?

KAY (O.S.)
The Arquillians want the galaxy, whatever the hell that means.

Jay and Kay are seen walking away from the wreckage, while the MIB clean-up van arrives.

KAY
We need help. A professional. Someone with years of experience in intergalactic politics. I just hope the little prick hasn't skipped town.

The crowd near gathers near the new vehicle as one agent in a shiny suit with his neuralyzer out shouts in a bullhorn.

CLEAN-UP AGENT
May I have your attention? Thank you. If you'll gather over here. That's right, move in closer. That's good. If you look right here, I'd appreciate it. Thank you.

CUT TO:

EXT. STREET - KEY KIOSK - DAY

Kay's LTD SCREECHES to a halt in front of the kiosk on Orchard Street. JAY and KAY leap out and Jay spots the VENDOR on the counter. He's wearing a dirty cardigan, watch cap, and fingerless gloves, his face aquiver with ticks and mannerisms. He has a small dog in front of him.

Jay rolls his eyes as they step up to the counter.

JAY
Of course that guy's an alien. That's gotta be the worst disguise I've ever seen.

A voice answers him, but not the Vendor's.

FRANK THE PUG
You don't like it, you can kiss my furry little butt.

Jay looks down. The voice is coming from the dog. This is FRANK THE PUG. Kay approaches, motioning to Jay to make sure no one hears.

KAY
You busy, Frank?

FRANK THE PUG
Sorry, Kay, I can't talk right now, my ride's leaving in --

Kay grabs Frank. He yelps like, well, a dog.

FRANK THE PUG
Hey! Get your paws off me!

KAY
Call the pound. We got a stray.

PASSERBYS glare at Kay, who appears to be seriously mistreating this poor little dog. Jay tries to explain.

JAY
The, uh...dog owes my friend some money.

KAY
(to Frank) Arquillians and bugs. What do you know?

FRANK THE PUG
I know nothing.

KAY
Not a thing?

Kay shakes Frank the Pug, trying to force an answer.

FRANK THE PUG
Stop it. Okay, okay. Rosenberg wasn't some two-bit Arquillian. He was the guardian of a galaxy. They thought he would be safe here on earth.

KAY
And the bug had other plans.

FRANK THE PUG
The galaxy is the best source for subatomic energy in the universe. If the bugs get their slimy claws on it, kiss the
Arquillians goodbye.

JAY
Ask him about the belt.

KAY
(to Frank)
Rosenberg said something about a galaxy on "Orion's belt." What's he talking about, Frank?

FRANK THE PUG
Beats me.

Kay shakes Frank the Pug once more.

JAY
(to a person passing by)
They're rehearsing a ventriloquist act.

FRANK THE PUG
The galaxy is here.

KAY
Here?

JAY
The galaxy is hundreds of millions of stars and planets? How's it here?

If a dog can smirk, Frank does.

FRANK THE PUG
You humans, when're you gonna learn that size doesn't matter? Just 'cause something's important, doesn't mean it's not very, very small.

KAY
How small?

FRANK THE PUG
Tiny. Like the size of a marble. Or a jewel. Now if you'll excuse me, I need to be walked before the flight.

Kay lets go of Frank, turns to Jay, who is lost in thought.

KAY
(to Frank the Pug) Get out of here. (then to Jay) The galaxy's here. It's not on Orion's belt.

Jay suddenly notices Frank the Pug bark at a cat farther down the sidewalk.

JAY
Kay...

CUT TO:

INT. MORGUE - DAY

In the morgue, LAUREL is working at a desk when suddenly ROSENBERG'S CAT leaps up onto it from nowhere, the way cats do, landing right in the middle of the file she's studying.

Laurel jumps.

LAUREL
Boy, when you want attention --

She pets the cat. As she does, the cat's collar shines in the light. Laurel turns the name tag to face her.

CLOSE ON A PRECIOUS JEWEL, AND THE WORD "ORION."

As it is written across the collar of the cat.

LAUREL (O.S)
"Orion." That's a pretty name.

From out in the corridor, a bell rings -- DING, DING.

Laurel notices something dangling from the cat's collar -- a marble that has a glowing thing inside it.

LAUREL (CONT'D)
What's this?

She peers into the jewel, and her face washes over with amazement.

LAUREL
Wow.

INT. ICON - DAY

It's as if Laurel is sucked into another universe. Her face goes
beatifically blank as she sails through a massive starfield.

INT. MORGUE - CORRIDOR - DAY

Edgar enters the morgue, shotgun in one hand. He gets to the bell on the countertop, BANGS it over and over. Orion hisses, and rushes inside the morgue. The morgue attendant, TONY, emerges from a small security cage carrying a worn paperback copy of Atlas Shrugged and a fly swatter.

TONY
Thank you for making sure the bell works.

Suddenly, quick as a gunfighter, Tony SNAPS the fly swatter down on a BUZZING FLY. Edgar winces.

TONY (CONT'D)
(to Edgar)
What's up, Farmer John?

EDGAR
A man came in here earlier. A dead man.

TONY
And this means what to me?

EDGAR
He was a very dear friend of mine. And I believe he had an animal with him. A gift I gave him, a pet cat that means worlds to me. I would like it back.

TONY
I'll need a picture ID, written proof of ownership of the cat, or notarized proof of kinship with --

WHACK! Tony flicks the fly swatter again, sending another bug to meet its maker. Edgar grits his teeth.

TONY (CONT'D)
-- the deceased.

EDGAR
Don't -- do that.

WHACK! Still another fly goes down.

TONY
Do what?

EDGAR
Don't -- do it.

Tony looks down, to where Edgar's hands rest on the counter. Half a dozen cockroaches stream out of his sleeve.

TONY (CONT'D)
Oh, man!

He ducks under the counter --

-- and comes up with two cans of bug spray. Edgar exhales an inhuman growl, and the terrified face of Tony is seen before we...

CUT TO:

EXT. MORGUE - DAY

Kay's LTD pulls to a stop in front of the morgue and JAY and KAY jump out.

JAY
Look, Kay, let me handle this one.

KAY
What?

JAY
All we gotta do is get a cat. It's not really that hard. But if you go in, you'll lay your Jack Webb on her. Flash your brain ray all in her face. She'll wind up with leukemia. She's a doctor. She
don't need you flashing away half her med school classes. Five minutes.

KAY
Two minutes!

JAY
OK.

And he continues into the morgue, leaving Kay waiting outside.

INT. MORGUE - DAY

LAUREL SLAMS into a wall on one side of the morgue, thrown there by EDGAR. He leans in, close, furious, the driver's pistol in one hand.

EDGAR
Where is the animal?!

LAUREL
I told you, I don't know!

Orion is running behind their backs.

EDGAR
Let's see if we can find it.

He grabs her roughly and drags her across the morgue. Then the BELL and a VOICE from the corridor outside.

JAY (O.S.)
Hello? Anybody here?

Edgar stops. The bell DINGS again.

JAY (O.S.)
Hello?


INT. MORGUE - CORRIDOR - DAY

In the corridor, JAY looks around. No Tony, no answer to the bell. He DINGS once more, then heads into the back.

INT. MORGUE - DAY

JAY comes into the morgue. LAUREL is in there, standing right up next to an examination table, but there is no corpse on the table, just a sheet draped over it. She just stands there, in the middle of the room, staring at Jay.

JAY
Uh, hi.

LAUREL
(oddly)
Hello.

JAY
(flashes a badge)
I'm Sergeant Friday, from the Twenty-Sixth precinct. A cat came in here with a corpse the other day. "Orion" on the name tag.

LAUREL
Yes. That's right.

JAY
Right, well, the cat is, uh -- the cat's a witness in a murder case and I'm going to need to take it with me.

LAUREL
I don't know where the cat is.

JAY
You don't?

LAUREL
No.
(lowers her voice to a whisper)
Maybe you could take me with you instead.

Jay looks at her.

JAY
Damn, you do start fast, don't you?

LAUREL
I'd really like to go with you. Now.

Jay just looks at her, amazed at the power he seems to have over this woman. Edgar is seen below the table, trying to see through the sheet, grabbing Laurel's ankle with one hand and clenching the gun with the other.

JAY
And, uh, why exactly is that?

INT. MORGUE - CORRIDOR - DAY

KAY comes down the stairs and into the morgue corridor. He checks his watch, then leans against the counter and pulls out a pack of cigarettes. Waiting.

INT. MORGUE - DAY

Laurel seems to be going crazy. She seems irritated with him, but it doesn't go with what she's saying.

LAUREL
I have something I need to show you.

She looks down, pointedly, in the direction of her waist. Edgar does a heads up as if thinking "Huh?".

JAY
Now slow down, you don't have to hit the gas like that.

She leans in and lowers her voice.

LAUREL
You don't understand. You really need to see this.

JAY
I will, I will. One thing, I got to drive. It's not some macho trip. I'm saying that's the way I get down.

Edgar is rolling his eyes down the table.

LAUREL
Look...

INT. MORGUE - CORRIDOR - DAY

Kay pulls out a box of matches and strikes one on the side. He raises it to his cigarette, but as it draws close, the match goes out with a SIZZLE, hit from a gob of goo.

Kay furrows his brow. Odd. He looks up, sharply.

Above him, TONY, the counter guy, is stuck to one high corner of the ceiling by an enormous wad of viscous, dripping fluid. He's dead, a frozen look of terror on his face and the can of Raid still clutched in his hand.

INT. MORGUE - DAY

Laurel is at the end of her rope.

LAUREL
Look, stud, I don't know how many more times I'm going to get to tell you this. There's something --

She points, sharply, at the examination table directly in front of her.

LAUREL (CONT'D)
-- that you have to help me with.

Jay's smile vanishes as if he understands. Laurel nods positively, Edgar scoffs below. Jay reaches for the gun on his jacket.

ORION the cat suddenly attacks, leaping off the top of the cabinet and landing on top of the examination table.
Edgar snaps an arm up and grabs the cat, turning the table. Laurel screams.

Kay enters the morgue holding a pistol, gets right next to Jay already pointing the Noisy Cricket at Edgar, who holds the pistol under Laurel's chin, using her body to shield his own.

KAY
Freeze it, Bug!

Edgar is walking backwards holding Laurel.

LAUREL
(to Jay)
CHRIST, are you THICK!

JAY
How was I supposed to know!?!

LAUREL
What did I have to do, SING it for you!?!

JAY
If you weren't coming on like--

LAUREL
Oh, that's SO typical. Any time a woman shows the slightest hint of sexual independence, men just --

EDGAR
Everybody shut UP!

KAY
Let her go, Shit Eater.

EDGAR
Listen, Monkey Boy, I may have to take that kind of talk in my end of the universe, but compared to you humans, I'm the top rung on the evolutionary ladder, so can it, all right?!

KAY
You're breakin' my heart. Show me your face and I'll cure all your ills.

EDGAR
Have you ever pulled the wings off a fly?

Edgar grabs Laurel's neck.

EDGAR (CONT'D)
Would you care to see the fly get even?

KAY
How far can you go with no ship? If that's what you call that space trash we got locked in the office.

EDGAR
Put the weapons down!

KAY
Never gonna happen, Insect.

The Galaxy is seen hanging from Edgar's gun hand. Edgar backs away with Laurel, further into the morgue, toward a glass window that looks out at the base of an air shaft. Jay and Kay advance, slowly, cornering him.

JAY
It's okay, Laurel!

LAUREL
HOW is it okay?!

JAY
I mean it's going to be okay!

EDGAR
Don't bet on it, meat sack.

And with that he turns, leaps --

-- and CRASHES right through the window, into the air shaft.

EXT. MORGUE (SIDE STREET) - DUSK

EDGAR, still clutching LAUREL, EXPLODES up over a railing.

Nobody looks twice as Edgar, dragging Laurel (with his arm over her mouth), races toward the nearby Manhattan Street.

INT. MORGUE - AIR SHAFT - DUSK

Jay and Kay duck into the air shaft and look up -- too far to climb, and the walls are smooth anyway. They turn and run back.

EXT. OUTSIDE MORGUE - DUSK

EDGAR, with LAUREL, RUNS right in front of a CAB, which screeches to a halt inches from them.

INT. MORGUE - DUSK
Jay and Kay rush out of the morgue.

INT. CAB - EXT. OUTSIDE MORGUE - DUSK
Edgar reaches through the passenger side and pulls the Cabbie out the door. He then pulls the wooden seat-beads, throws them atop the Cabbie, and pushes Laurel in before him, leaving her behind the wheel. He then tosses a crown that wason the car panel on the cabbie before taking the seat and closing the door.

Edgar shows Laurel the POSTCARDS he took from the display on the newsstand.

EDGAR
Take me here.

LAUREL
What???

Edgar reveals two bug mandibles inside his mouth and SLAMS HIS FOOT on the gas pedal.

Laurel's head snaps back as the car rocks forward.

The furious Cab Driver runs off after it, still yelling as he disappears around the corner.

CUT TO:
INT. CAB - AFTERNOON

Edgar opens his mouth and swallows the icon, as Laurel stares in disbelief. He smiles.

CUT TO: NEARBY BUSY MANHATTAN STREET - DUSK
The car screeches out into traffic, swerving wildly as Laurel is forced to make a 90-degree turn. The car fishtails wildly, swiping an oncoming car as it straightens and heads into the traffic.

CUT TO: OUTSIDE MORGUE
A second later, KAY and JAY rush out into the street. The cab is nowhere to be seen. Jay runs into the street, noticing the wooden beads and crown.

JAY
He's in a cab!

And Jay jumps down the rain and runs towards the street. Kay doesn't even change his expression as he walks the other way.

CUT TO: NEARBY BUSY MANHATTAN STREET - DUSK
Jay is running down the street, where DOZENS of cabs are waiting at the intersection. He's running from cab to cab, and points his gun to one where there is a passenger in the front.

JAY
Don't move! Don't move! Don't move!

-- but Laurel and Edgar are nowhere to be found.

PASSENGER
Hey, man, what?

Up ahead the light turns green and the tide of taxis wash away, leaving Jay on the street. Kay stops the LTD right next to Jay.

KAY
He's not leaving the planet in a cab. Let's go.

Jay enters through the back door. Kay drives away.

CUT TO:

INT. MIB BUILDING - HEADQUARTERS - NIGHT

Jay and Kay rush in from the door under the World's Fair mural, and head toward the main display screen; all around them, the MIB staffers are in frenetic activity in response to the threat from above.

KAY
(to tech at a desk)
Come with me. Put up a bio-net all the way around Manhattan; if it's not human, it's not leaving the island.

KAY (CONT'D)
What've we got from our friends upstairs?

ZED
Same thing: "Deliver the galaxy."

KAY
Yeah, well the bug's got the galaxy, but we've got his ship. He's got to be looking for a way out.

Just then, a loud ALARM wails.

COMPUTER VOICE
Warning. Protonic fusion detection.

AT THE MAIN VIEWING SCREEN, A GREEN LINE shoots out from the Arquillian ship, striking the North Pole.

Every bell, whistle and light imaginable is going off.

JAY
WHAT THE HELL ARE THEY SHOOTING AT US FOR?!

ZED
Arquillian battle rules, kid. First we get an ultimatum, then a warning shot, then we have a galactic standard week to respond.

JAY
A galactic standard week? How the hell long is that?

KAY
One hour.

JAY
One hour? Then what?

Kay seems to be holding laughter. Viewing the screen, it now reads:
MIB
DELIVER THE GALAXY
OR THE EARTH WILL BE DESTROYED...
SORRY

JAY (O.S.)
That's bullshit.

The message now has a countdown that starts rolling from 1:00:00:00 in "Earth Time Remaining"

KAY (O.S.)
Kid, to keep the bugs from getting it, the Arquillians will destroy the galaxy.

ZED (O.S.)
And whatever planet it's on.

JAY
You're talking about US!

ZED
Sucks, doesn't it?

As Kay and Zed look through a map, Jay walks, deep in thought. Over him we hear:

KAY
I'm getting the location of every interstellar vehicle within 100 miles.

ZED
I already did. Frank took the last ship on the planet.

KAY
Snedens Landing and Throg's Neck.

ZED
They're gone.

KAY
Atlantic City?

ZED
Adios.

KAY
Bayonne?

ZED
Gone.

KAY
There's Three Mile Island.

ZED
Gone.

JAY
Y'all.

KAY
Staten Island?

ZED
Gone, thank God.

JAY
Fellas!

KAY
We're running out of time. If the bug leaves with the galaxy--

JAY
Hey. Old guys!

Kay and Zed both look up at once, scowling.

JAY (CONT'D)
Do those still work?

They follow his gaze, up, over the computer terminals. There, on the wall in front of them, where it has loomed for the entire movie, is the enormous mural of the 1964 World's Fair grounds. Most prominent in the mural are two tall towers that rise dramatically from the ground, topped by --

-- the two flying saucers from the very first alien contact. As they stand there, wide-eyed, staring at it, we --

DISSOLVE TO:
EXT. WORLD'S FAIR - NIGHT

-- the real-live twin towers on the actual fairgrounds in Flushing Meadows. A taxi SCREECHES to a halt at the edge of a fence a hundred yards away. EDGAR shoves LAUREL out through the driver's door and follows behind her, still holding his weapon on her.

EDGAR
You're coming with me.

LAUREL
What?! Why?!

EDGAR
It's a long trip. I'll need a snack.

And he shoves her ahead of him, off in the direction of the space ships. It's shown a postcard on the passenger's seat featuring the World's Fair towers.

CUT TO:

INT. MIB LTD - TRAVELING - NIGHT

Kay turns sharply to the right, SMACKING Jay around. Looking up ahead, he sees the entrance to the midtown tunnel.

JAY
Wait, the tunnel?!

KAY
You know a better way to Queens?

JAY
It's gonna be packed.

EXT. MIDTOWN TUNNEL - NIGHT

The LTD races through the tunnel at top speed. It's clear driving for a few seconds, but then they round a bend --

-- and there's a traffic jam up ahead.

INT. MIB LTD - TRAVELING - NIGHT

Kay approaches the line of cars at top speed, with no intention of slowing down. Jay, terrified, holds on for dear life.

KAY
Remember the little button?

JAY
Yeah?!

KAY
Push the red button.

Jay JAMS his finger down on the red flashing button.

KAY (CONT'D)
You may want to wear a seat belt.

EXT. MIDTOWN TUNNEL - MIB LTD - NIGHT

As the LTD rockets toward the traffic jam up ahead, it begins to evolve, its shape actually changing. The sides and back extend as some sort of endoskeleton pushes the "normal" panels out. It becomes a larger, wirier machine, held together by an elaborate series of mechanical muscles and metallic tendons.

JAY
Kay! Kay!

Kay's car hurtles toward certain death in the traffic jam, but at the last possible moment it swerves off to the side, a SUCKING SOUND coming from underneath it. Jay is heard screaming as...

Instead of banging off the wall of the tunnel, the LTD actually clings to it. It swerves up, onto the wall and hangs there, racing by the traffic below.

It keeps going, turning all the way over and driving upside down, wheels clinging to the roof of the tunnel.

INT. MIB LTD - TRAVELING - NIGHT

Jay falls from his seat with a CLUNK, onto the upside down ceiling of the car. Balled up on the back of his neck, he peers out the window as they tear through the tunnel, ZOOMING over the bottlenecked traffic underneath.

KAY
You're much too tense. You're a young man. You need to relax. Learn to take some joy in your work.

Close on the car's 8-track player.

KAY (O.S.)
You like music?

Kay puts on a tape labeled "Elvis - Promised Land", which instantly starts playing.

JAY
Man!

KAY
That's better.

Kay mouths along with the song, as Jay struggles to position himself on the ceiling.

EXT. MIB LTD - TRAVELING - NIGHT

From outside the car, we watch it rocket along on the roof of the tunnel. A ceiling panel is approaching...

JAY
Kay! Kay!

Kay swerves the vehicle to dodge the arrow.


INT. MIB LTD - TRAVELING - NIGHT

JAY
You do know Elvis is dead?

KAY
No, Elvis is not dead. He just went home.

And they disappear out the other end of the tunnel --

INT. MIB LTD - TRAVELING - NIGHT

-- and flip over, BANGING back down onto the road on the other side. Jay falls off the ceiling and SLAMS into his seat.

He cranks the wheel to the left.

EXT. MIDTOWN TUNNEL - TOLL BOOTH - NIGHT

Approaching a toll booth, the LTD shoots across nine lanes of traffic and through the only open booth, SHATTERING the gate. Traveling at about two hundred miles an hour, Kay nonchalantly flips a token out the window --

-- and it CHINKS in the basket as their taillights disappear.

CUT TO:

EXT. WORLD'S FAIR - LANDING TOWER - NIGHT

EDGAR climbs the outside of the landing tower of one of the space ships, pushing LAUREL up ahead of him, headed for the saucer at the top.

LAUREL
You don't want to eat me. I'm a very important person on my planet. Like a queen. A goddess, even. There are those who worship me, yes. I'm not trying to impress you with this, I'm just letting you know. It could start a war.

EDGAR
Good. War means food for my family, all seventy-eight million of them. That's a lot of mouths to feed, your highness.

LAUREL
You're a wonderful father, but I'm staying here!

And with that she elbows him in the back of the head. Edgar reels, and tosses her in a nearby tree.

Laurel lands in the branches of a tree. She hits hard, the branches rattling, and reaches out and hangs on for dear life, high above the ground.

Above, Edgar gestures as if "goodbye" and just keeps climbing. He eventually enters the flying saucer from a hatch below.

EXT. WORLD'S FAIR - NIGHT

The LTD comes to a looooong, skidding stop at the fairgrounds.

AT THE TRUNK, KAY grab the most wicked-looking shotgun on the planet. Three feet long, triple-barreled, over and under and under, plus a pump action reloader on top of a storage clip for a dozen more shells. He hands it to Jay.

JAY
Now, that's what I'm talking about.

Kay gets a similar gun.

KAY
Roaches check in.

He cocks the gun. Jay does the same.

JAY
But they don't check out.

Kay walks away, to get a clear view, Jay follows.

INT. MIB BUILDING - HEADQUARTERS - NIGHT

The MIB staffers are in frenetic activity as the claxons still ring.

COMPUTER
Warning: Eight minutes to the destruction of Earth.

Zed watches the monitor reading exactly that. He finally starts to look worried.

EXT. WORLD'S FAIR - NIGHT

As if on cue, the saucer Edgar enter closes and begins to HUM. Lights ignite, and the ship begins to rise.

EXT. WORLD'S FAIR - TREE - NIGHT

Laurel sits in her tree, watching with amazement.

EXT. SHEA STADIUM - NIGHT

At Shea Stadium, a Mets game is in progress. Behind the home plate side, the flying saucer silently rises up in the night sky, plainly visible.

But at that very moment, the batter CRACKS into a fastball, hard. The crowd rises to its feet, SHOUTING, staring out at center field, where the ball is headed.

All eyes in the house are on the Mets' CENTER FIELDER, except for his eyes, which are on the flying saucer behind home plate. His eyes widen, his jaw drops --

-- and the catchable ball sails over his head, THUDDING into the wall behind him. The crowd BOOS viciouly.

EXT. WORLD'S FAIR - NIGHT

Kay fiddles with the weapon he took from the trunk.

KAY
We'll use pulsar level five, sub-sonic implosion factor --

JAY
What?

Kay cocks the gun, points it at the sky.

KAY
Just shoot the damn thing on the count of three.

Jay raises his weapon too.

KAY (CONT'D)
One...two... three!

They pull their triggers. Jay takes a step back from the recoil As two enormous shock waves roll out from the barrel of the guns.

EXT. SHEA STADIUM - NIGHT

The shock waves wrinkle across the open space between them and the ship, then it HITS the ship --

-- which explodes. Hurtling back toward them.

EXT. WORLD'S FAIR - NIGHT

The saucer BREAKS through the flags near the Unisphere and then CRASHES through the enormous steel globe, and THUDS to the earth, CRASHING through brush, dirt and rock...

stopping just a few steps away from Jay and Kay, who just stood there watching the crash-land.

A hatch comes up...revealing Edgar, more decomposed than ever walking slowly toward them, with contained fury.

EDGAR
You idiots! You don't get it. I've won. It's over.You milk-suckers! You don't matter! In a few seconds you won't even be matter!

KAY
You are under arrest for violating number 4-1-53 of the Tycho accord.

KAY
So hand over any galaxy you might be carrying and step away from your busted-ass vehicle and put your hands on your head.

Edgar points up and smiles as he walks down the landing ramp.

EDGAR
I'll put my hands on my head!

Edgar does that.

EDGAR
Like this?

Then flexes his arms, still encased in flesh. His giant pincers RIP free of the rotting skin.

He extends both pincers to the sides, and, my God, his reach must be twelve feet across.

Now the skin and clothes on Edgar's legs begins to CRACK and SHRED. They BURST APART, revealing two hideous, doubled-over insect legs. The bug raises himself aloft on his legs.

He sucks in a deep breath of air, and now the rest of the Edgar suit goes the way of the arms and legs. The torso EXPLODES in great rendering of cloth and skin, and finally

Edgar's head simply BURSTS apart, SPATTERING against the walls. Edgar now reveals himself as he really is: a giant cockroach, a scaly tail with a long stinger, a head like a cobra with elliptical eyes and a small nose, and two horse-like feet with three toes each.

Kay and Jay pump their guns and aim at the Bug.

Suddenly the Bug SPITS. And a HUGE, SLIMY WAD OF GOO shoots from him and engulfs both shotguns. The Bug snorts it back, tearing them from Jay and Kay's grasp, then swallowing them.

Jay and Kay have only a second to react before --

The Bug SWIPES at them with the back of his clawed hand, like someone brushing aside a gnat -- and SENDS THEM FLYING FIFTEEN FEET IN THE AIR.

Jay and Kay hit the ground with loud grunts.

JAY
That did not go at all like I had planned.

KAY
Whatever happens, don't let him on the second ship.

JAY
What are you talking about?

KAY
Keep him on this planet.

JAY
Kay, where are you going?

KAY
Getting my gun back.

JAY
What!?

Kay gets to his feet and starts walking after the Bug. Kay steps in front of the departing Bug and yells.

KAY (CONT'D)
Hey, Bug! You know how many of your kind I've swatted with a newspaper?

The Bug stops. Kay steps up to him, the small human facing off against the giant alien. The Bug's dripping fangs inches from Kay's face.

KAY
You're just a smear on the sports page to me, you slimy, gut-sucking, intestinal parasite! Eat me! Eat me!

The Bug reacts -- cranks open its massive jaws with a deafening HISS, lunges forward, and sucks Kay into his mouth.
JAY looks on, in stunned horror...

JAY
Kay! Kay!

The Bug straightens up to its full height and throws his head back. His mandibles push Kay down the Bug's throat.

EXT. WOODS - NIGHT

Laurel is watching in horror on the tree.

EXT. WORLD'S FAIR - ON JAY AND THE BUG - NIGHT
THE BUG STRETCHES TO ITS FULL HEIGHT and lets loose a HIDEOUS SCREAMING HOWL OF TRIUMPH.

INT. BUG - NIGHT

Kay, swimming in the Bug's intestinal fluid, tries to make his way to the gun, Holding his breath. Eyes stinging.

EXT. WORLD'S FAIR - NIGHT

Jay knows what he has to do. He picks up a good-sized chunk of concrete dislodged by the crashing saucer and hurls it at the Bug.

The concrete HITS the Bug's head -- it falls and gives an angry yelp.

JAY
What's up?

Jay picks up a twisted metal pole and runs at the Bug.

JAY
You just going to eat and run, huh? What about dessert?

The Bug kicks Jay with his second pair of limbs.

The hurled Jay falls near a burning tree branch. Dizzy, he starts to get up.

JAY
That's it? Where you going?This party's just getting started.

He grabs the burning branch.

JAY
Where're you going? Where you going?

Jay waves the flames in front of the bug, who dodges the branch.

JAY
Listen. There's one way off this planet, baby, and that's through me.

The Bug punches Jay in the face. He falls on the ground, and narrowly misses being stepped on.

Jay rolls right underneath the Bug's legs. His hand falls on something in the grass -- another piece of debris, a sharp metal spike, gleaming like a dagger. He grabs the metal spike and looks up at the Bug's apparently vulnerable underbelly, right above him.

He grabs the spike with both hands and is about to thrust the spike up, into the Bug's gut, when;

The Bug bends its head down between its legs.

Jay falls to the ground again.

The Bug starts climbing the tower. Jay howls in frustration.

In frustration, Jay screams and throws himself on the Bug, grabbing its tail, trying to drag it down. The Bug notes, and looks down. He shakes the tail until Jay is hurled away, sending him SAILING twenty feet through the air.

Jay CRASHES into the dumpster, landing on a heap in front of the garbage.

EXT. WOODS - NIGHT

Laurel's branch breaks, she falls a small bit to the ground, near the burning branch. She promptly gets up.

EXT. WORLD'S FAIR - NIGHT

The Bug continues to climb the tower, and in the distance, a battered Jay gets up. Despite struggling to talk, he continues to taunt the Bug. Laurel is watching him from behind a bush.

JAY
Where're you going? Why you runnin', huh? I'm still standing. Come on.

Jay extends his arm at the creature.

JAY
Bring it. Bring it.

He notices something on his arm...two cockroaches in his sleeve.

Jay has one last desperate idea...He kicks at the dumpster -- part of the side is rusted paper thin and it kicks apart and crumbles to pieces.

TENS OF THOUSANDS OF ROACHES pouring forth from the dumpster, crawling like a black glittering river, away from the garbage...

CLOSE ON JAY'S FOOT as he steps on the roach. CRUNCH.

ON THE BUG as he flinches on the ladder -- he hates that sound.

ON JAY. He smiles.

JAY
I'm sorry. Was that your auntie?

ON THE BUG. He turns around, anger burning in his eyes.

Jay knows he's getting to him. He moves his foot over another roach.

JAY (CONT'D)
That must mean that's your uncle, huh?

CRUNCH! He crushes another one.

JAY (CONT'D)
You know you all look alike.

The Bug falls down from the steps and starts to walk towards Jay.

JAY
Well, well. Big bad bug got a bit of a soft spot, huh?

Jay keeps crunching roaches while the Bug gets near him . Laurel is still watching.

JAY
What I can't understand is why you... got to come down here bringing all this ruckus. Snatching up galaxies and everything. My attitude is, don't start nothing, won't be nothing.

The Bug is right over Jay now, jaws dripping ready to gobble him up.

JAY
You need to ease up out my face before something bad happen to you.

The triggering noise of the Deatomizer is heard.

JAY
Too late.

Kay BLASTS a hole right in the middle of the Bug's midsection. The front of the Bug's thorax EXPLODES in a shower of bug juice all over Jay.

The Bug flies into two pieces -- the butt end falls nearby; the head flying behind Jay.

Kay falls out of the Bug, in a mess of goo, gasping for breath, dropping the atomizer from his slippery fingers.

The other gun sails off into the darkness. Both spit the bug juice that fall on their mouths.

The Galaxy drops to the ground, rolls over to Jay's feet, and CLATTERS to rest like a silver dollar on a barroom floor.

Jay calmly bends down and picks it up, as Kay pulls out his pocket phone and hits a number.

KAY
Zed. Call the Arquillians. Tell 'em we have the galaxy.

ZED (O.S)
You got it, friend.

Kay flips the phone closed.

JAY
Going to get your gun back, huh?

KAY
I like this gun.

As the two talk, THE FRONT HALF OF THE BUG is crawling in the background.

JAY
While you were in there playing around, I was here doing all the work. First, I had to bean him in the head with this big rock. Then I was going to hit him with a two-by-four. He kicked me. You know, it hurt. Then I got the fire. I was ''yah'' with the fire.

KAY
Not bad for your second day of work, is it?

JAY
This definitely rates about a 9.0 on my weird-shit-o-meter.

KAY
Should've been here for the Zeronion migration in 1968. I guess you weren't even alive in '68.

HISSS! The Bug attacks, swinging its head down on them. And just before the jaws snap down on their heads...

BOOM! The Bug's head explodes into a million bits. Bug juice showers down everywhere, bucketsful of goo drenching Kay and Jay even further.

They turn to see...

LAUREL standing behind the dead Bug, the other atomizer in her hands, the barrel smoking.

LAUREL
Interesting job you guys got.

Jay spits the new bug goo that covered him.

CUT TO:

EXT. MIB BUILDING - NIGHT

We see JAY and KAY walking towards the MIB HQ.

JAY
Look, I know we got rules and everything, but... she did help us bust that bug. Maybe we don't have to flashy thing her.

Kay pulls out the neuralyzer.

JAY
Come on. Who she gonna tell? She hang out with all dead people.

KAY
It's not for her.It's for me.

JAY
What?

KAY
(looking up at the sky) They're beautiful, aren't they? The stars. I never just look anymore and they're beautiful.

JAY
Kay, you're scaring your partner.

KAY
I haven't been training a partner -- I've been training a replacement.

JAY
Wait a minute, Kay. I can't do this job by myself.

LAUREL (O.S.)
Hey, guys.

Cut to Kay's LTD is parked nearby, LAUREL leaning her back against the car.

LAUREL
My apartment isn't anywhere near here. It's not on the same island.

Kay starts dialing back the neuralyzer, shows the dials to Jay.

KAY
Days. Months. Years. Always face it forwards.

He hands the neuralyzer to Jay. Taps his pocket. Indicates for him to put his glasses on. Jay resists.

KAY
I've just been down the gullet of an interstellar cockroach. That's one of a hundred memories I don't want.

Jay takes the neuralyzer. Slips on his glasses.

KAY
See you around, sport.

Jay raises the neuralyzer. With a brilliant FLASH, the screen turns white.

JAY
No, you won't.

CUT TO:

EXT. NEWSSTAND - DAY

CLOSE ON various tabloid headlines as a hand flicks through them.
DETROIT HAS CAR THAT DEFIES GRAVITY!
Secret Tests in N.Y.'s Tunnel
Mets' Centerfielder Says: "UFO MADE ME MISS HOME RUN BALL!"
MAN AWAKENS FROM 30-YEAR COMA
Returns to Girl He Left Behind

The last one has A large photograph shows a smiling KAY, arm-in-arm with ELIZABETH RESTON, his long-lost fiancee, in her back yard in Tempe, Arizona.

She holds a large bouquet of flowers, the same kind he brought but never gave her thirty years ago.

JAY, who's reading the paper, smiles.

AT THE CURB, Jay hurries back to the LTD with the newspapers. ELLE, (formerly Laurel), is waiting, leaning against the hood. Tailored black suit. Black shoes. Short-cropped hair. The look never looked better.

ELLE
Zed called. The High Consulate of Regent-9 emissary wants floor seats to the Knicks -- Bulls game.

It's apparent Jay has a new "hip" getup - oval-rim sunglasses, long Nehru jacket, and band collar without a necktie.

JAY
Put in a call for Dennis Rodman, e's from that planet.

ELLE
Rodman? You're kidding.

JAY
Nope.

ELLE
Not much of a disguise.

Both car doors SLAM, Jay drops it in gear, and the LTD BLASTS away from the curb.

EXT. NEW YORK CITY BLOCK - DAY

The LTD is just one of many cars in a jam-packed Manhattan city block.

FROM UP IN THE CLOUDS

Manhattan itself is just part of a much larger urban and suburban sprawl.

FROM THE STRATOSPHERE

The east coast of the United States is just part of a much larger land mass.

FROM THE EOSPHERE

North America is just a small portion of the planet Earth.

FROM SPACE

Earth is just a tiny ball in our solar system.

FROM THE MIDDLE OF THE MILKY WAY

Our solar system is just a few blips of light in a vast star field.

FROM OUTSIDE OUR GALAXY

The Milky Way is just a creamy spiral amid innumerable other creamy spirals.

FROM THE OUTER REACHES OF THE UNIVERSE

There seems to be an edge to what we see, a curved border that seems to close in on things around the perimeters, until everything that exists seems to be contained in one tiny ball --

-- which is actually a marble resting on a strange-looking patch of red dirt.

An ALIEN HAND reaches down and flicks the marble, sending it skittering and bouncing across the dirt, where it HITS another ball. The hand grabs both balls, and puts the marbles in a pouch, where they CLICK a dozen other big blue balls just like it.

FADE OUT.