"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"MEN IN BLACK"

by

Ed Solomon

Final Draft



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.

He squirts some wiper fluid onto the glass, which clears it
up a bit, but now he sees something worse up ahead. It's a
grouping of 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. He speaks in Spanish, which is subtitled.

DRIVER
Deja me hablar.
(Let me do the talking.)

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?

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!
(Let's go. Out. Form
a line!)

They pile out of the van. Some are parents with small
children.

AGENT JANUS
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 --

He stops in the middle of his sentence, as 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
What're we thinking, Dee?

DEE
Tough call, Kay.

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

KAY
!Oye! Que pasa, coma estas? Hey!
(What's up, how are
you?)
No se preocupe, abuela. Bienvenida a
los Estados Unidos.
(Don't worry grandma.
Welcome to the United
States.)
(next)
A donde vas? San Antonio? Buscando
trabajo, no? Buena suerta.
(Where are you going?
San Antonio? Looking
for work, aren't
you? Good luck.)
(next)
Es un placer verle aqui.
(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
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
No hablas ni una palabra del Espanol,
verdad, amigo?
(You don't speak a
word of Spanish,
right, friend?)

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

KAY
We got a winner.
(to the others)
Los restos estan libres a irse.
Largense!
(The rest of you are
free to go. Scram!)

AGENT JANUS
Sir!

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

AGENT JANUS
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
(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.

3RD INS AGENT
Who are those guys?

EXT. DESERT CLEARING - NIGHT

Kay and Dee lead their captive into a clearing in the desert
brush. Dee pulls an enormous handgun from a shoulder holster
and stays a pace or two off, covering him. Kay has an arm
draped around the man's shoulders.

KAY
I think you jumped off the bus in
the wrong part of town, amigo. In
fact, I'll bet dollars to pesos that
you're not --

He pulls out a small laser device, which he ZIPS neatly down
the front of the man's clothes.

KAY
-- from anywhere near here.

The man's clothes fall to the ground, revealing what he really
is underneath -- A SCALY SPACE BASTARD, about four-and-a-
half feet tall, with a snouth, snail-like tentacles, and
independently moving eyes on stalks at the top of his head.

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
Mikey?! When did they let you out of
jail?

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

KAY
Political refugee. Right.

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

Mikey makes a lame SQUEAK.

KAY
One, my ass. Try seven.

DEE
From unauthorized immigration to
failure to properly inoculate prior
to landing.

KAY
(off Mikey's objections)
Okay, that's enough. Hand me your
head and put up your arms.

From behind Mikey, they hear a terrified GASP.

Kay and Dee both look over quickly. One of the alien's eyes,
on a tall stalk, whips around too. All three of them see
AGENT JANUS, standing just over the rise, staring in frozen
amazement.

KAY
Ah, shit.

Agent Janus SCREAMS. Mikey rips free of the rest of the
"Mexican" disguise, knocks Dee out of the way, and takes off
straight at Janus, SCREECHING a horrible Space Bastard
screech. Janus freezes, terrified.

KAY
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
Dee, for Christ's --

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.

EXT. ROAD - TEXAS/MEXICO BORDER - NIGHT

On the road, the INS AGENTS pull their guns and run toward
the rise.

EXT. DESERT CLEARING -- NIGHT

Kay has an arm around Janus, whom he is leading 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.

He takes out a handkerchief and wipes off the Agent's face.
As he does, Janus looks back to where Mikey blew up. Then at
Kay. And then up at the stars.

The other INS Agents burst over the rise, SHOUTING questions.

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. He checks his watch, figures in his head,
then dials an electronic counter on the side of the device
up to "08."

KAY
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
Gimme a splay burn on the perimeter,
please; holes at 40, 60, and 80.

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

KAY
Exactly the right question. And the
answer lies right -- here. Pay
attention.

JANUS
Who are you, really?

KAY
Really? I'm just a figment of your
imagination.

He holds up the neuralyzer. The Agents peer closely at it.
Kay reaches into his pocket, puts on his own black sunglasses --

-- and 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
God, we're a gullible breed.

Behind him, TONGUES OF FIRE blast from a flame thrower held
by one of the Men in Black. Kay looks back at the INS Agents,
who are just coming around, as if awakening from a concussion.

KAY
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 gestures behind him, where the Men in Black are now using
fire extinguishers to douse the flames they themselves
started.

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

He jabs a finger into Janus' chest.

KAY
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
The spirit's willing, Kay, but the
rest of me...

He looks up, at the million stars shining overhead.

DEE
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.

Kay 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
Grand Central Station off to your
left, folks...

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
Dammit, man, you're making me sweat
up my gear!

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, leaning off the back of the truck.

EDWARDS
Yo, man, your luck just ran out.

He leaps from the back of the moving truck and tackles the
Perp.

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
blinks. Nothing unusual about that, but then another set of
translucent, milky white eyelids, underneath his regular
eyelids, blinks also.

Edwards is thrown for a moment, which is all the time the
Perp needs to pull 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 stone wall surrounding Central
Park and SHATTERS into a million pieces.

EDWARDS
What the...

WHOMP! The Perp kicks him in the nuts, then scrambles to his
feet and takes off again. Edwards staggers after him, in
pain.

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?

The Perp SCREAMS inhumanly and panics. He backpedals, toward
the edge of the roof.

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

EDWARDS
Stop!

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

But the Perp has backed right into the edge of the roof, and
now he starts to fall over. The Perp blinks.

EDWARDS
What are you?!

The Perp looks down. He decides.

-- and he falls, SCREAMING, to his death.

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.
Ten minutes -- your best shot.

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

EDWARDS
You need ten minutes on a Stairmaster,
you pudgy bastard.

INT. INTERROGATION ROOM - LATER - NIGHT

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
Laurel Weaver. Deputy Medical
Examiner. I believe you. I opened
him up. Find me at the morgue. On
26th. I'll tell you what I found.

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

LAUREL
(turning at the door)
You have really pretty eyes.

She hurries to turn the corner, but is STOPPED by someone
who remains just offscreen.

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

Edwards twists in his chair, to get a better look. All he
sees is Laurel, facing whoever it is in the hallway.

LAUREL
Yes. That's right.

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

The Someone says something else and Laurel steps forward,
now also out of Edwards's line of vision.

LAUREL (O.S.)
Look where?

Edwards stretches even further in his seat, when there is a
blinding FLASH from the corridor. Really curious now, he
starts to get up --

-- when KAY steps into the room and closes the door behind
him. Edwards rolls his eyes.

KAY
Some night, huh?

EDWARDS
Oh, yeah, some night.

He crosses to the door.

KAY
They were gills.

Edwards stops.

KAY
Not eyelids.

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?

EDWARDS
You're kidding, right?

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 sticks his head in, 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

In a plain, boxy Ford, Kay drives, silent. He raises his
hand and nods to a black MIB truck coming in the opposite
direction. Edwards, in the passenger seat, is still in his
undercover outfit.

EDWARDS
So who you with?

Kay says nothing.

EDWARDS
You got the plain clothes, the
government-issued wheels. Secret
Service? CIA?

Kay remains utterly silent.

EDWARDS
(referring to the car)
Yeah, well, whoever it is, you're
short on funding.

KAY
Nothing is what it seems, kid.

EDWARDS
Oh, yeah, my bad '86 Ford LTD. That's
a luxury ride. C'mon, who ya with?

Kay pulls the car to a stop.

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

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?

They get out of the car.

EDWARDS
Jack Jeebs? Guy 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 (O.S.)
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)
Don't do that.

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
Do you know how much that hurts?

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.

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.

EDWARDS
The eyelids, fine... and the jumping
thing... and the gun... okay, but
the head?

KAY
Searching for a handle on the moment
here? A place to file all this.

EDWARDS
See a head doesn't do that, it doesn't
just grow back.
(looking up)
What's going on?

KAY
Can't help you, kid. Only comfort I
can offer is that tomorrow, you won't
remember a thing.

EDWARDS
Oh, no. This I'm gonna remember for
a long, long time.

Kay pulls the neuralyzer from his pocket. He hesitates for
the briefest of moments -- as if this particular neuralyzation
is different than all the others.

Then he puts on his sunglasses.

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 turns and walks out. Edwards checks his watch. A WAITRESS
appears.

WAITRESS
Another beer?

EDWARDS
Coffee. Please.

She walks off. Edwards looks at the table. There is a business
card lying next to his plate, on which Kay has handwritten
"James D. Edwards, Saturday, 9 a.m., 504 Battery Drive."

Edwards looks at it, puzzled. He turns the card over and
looks at the other side. There's not much there, no name, no
phone or fax number, no e-mail address. Just three little
letters, dead in the middle of the card:

MIB

CUT TO:

EXT. FARMHOUSE - NIGHT

A lonely farmhouse stands amid the fields of upstate New
York farm country. Several lights are on and through a window
we can see the silhouette of a MAN sitting at the kitchen
table, the silhouette of a WOMAN hovering over him, bringing
things to him.

The Man (EDGAR) waves his arms, ranting.

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.

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.

EDGAR (O.S.)
Stay here!

The silhouette of Edgar leaps to its feet, races to the door,
and throws it open. Edgar is everything his voice led us to
expect -- a nasty, bug-eyed redneck carrying a twelve-gauge
shotgun. His mouth agape, he walks across the yard and stares
at 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.

EDGAR
Figures.

He walks to the truck and touches the door handle. Hot. Using
his shirt tail, he opens the door and peers down into the
hole.

IN THE HOLE, he sees a smooth curve of metal and a few
blinking lights.

Embedded into the ground is, indeed, a spaceship, maybe eight
feet across.

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 turns back to the smoldering rock, raising his shotgun
in defense. 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 when you pry it
from my cold, dead fingers!

There is a pause while the voice thinks about this offer.
Finally, it 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 shotgun flies out and lands beside him.

CUT TO:

INT. FARMHOUSE - KITCHEN - NIGHT

BEATRICE sits at the kitchen table, terrified, still wiping
away tears from Edgar's diatribe. The door opens and EDGAR
comes back into the kitchen, seemingly fleshed out again,
leaving the door hanging open behind him. He carries the
shotgun.

She looks up at him, anxious. 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.

Pause. She looks out the window, at the smoking truck.

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
In water.

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

EDGAR
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! It's -- it's --
just hanging off your bones!

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

-- and twists his whole face, as if adjusting a ski mask,
then tucks the skin of his neck back into his shirt collar.
He looks at her.

EDGAR
That better?

Beatrice faints.

EXT. FARMHOUSE - NIGHT

Stillness. Silence. A loud SCRAPING sound comes from the pit
left by the spaceship.

The nose of the ship itself rises up out of the pit, wavers,
keeps moving, and finally CRUNCHES to the ground outside the
pit.

EDGAR climbs out of the pit, breathing heavily. He dusts
himself off and continues pushing the ship, along the ground,
off into the darkness.

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. It's seven stories high, gray, windowless, perfectly
square, squatting on a bridge over a road like a fat guy on
the john.

"504 Battery Drive."

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.

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. Push the "call" button.

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. He
pushes the "call" button and waits, but the elevator doesn't
move. Instead, doors on the other side of the elevator slide
open silently behind him. Edwards waits, unaware.

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
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
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
I -- I don't know, sir. This guy.
"Best of the best of the best of the
best of the --"
(realizing nobody is
with him on this)
It just struck me as --
(totally serious)
Humorous. Sir.

Short pause. Then Zed continues.

ZED
Okay. Let's get going.

INT. MIB BUILDING - INTERVIEW ROOM - LATER - DAY

The recruits scribble away at the written test. It's a thick
document --

reasoning skills, general knowledge, diagrams. The RECRUITS
seem to be really powering through it, filling in answer
after answer.

But no desks have been provided for them, and they're all
still in their chairs, writing uncomfortably on their thighs
or knees.

EDWARDS is really struggling. He writes two words on one
answer, then decides to erase it. The lack of a writing
surface is driving him crazy; his pencil even TEARS through
the page.

He 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.

Zed raises an eyebrow. He stares at Edwards, then looks up,
toward a smoked glass window. Behind the dark glass, a FIGURE
stands, staring, unemotional.

CUT TO:

INT. MIB BUILDING - SHOOTING GALLERY - DAY

SEVEN WEAPONS rest on a table in the middle of an otherwise
empty, triangular room. The SEVEN RECRUITS stand in front of
the table.

There's an odd moment -- where everyone sort of looks around:
at each other, at the blank walls...

EDWARDS
Anyone, uh... any of you guys know
what we're doing here?

MARINE
(clipped, unquestioning)
Looking for the best of the best of
the best.

EDWARDS
(can't help but smile)
Well, yeah, I know, but...

And then... suddenly --

The two far walls pull apart. The whole room pulsates and
the air is suddenly filled with a bewildering swirl of
stroboscopic images, both human and alien. Everywhere is
color, light and movement -- a holographic mass of strange
shapes and characters moving simultaneously.

The Recruits lunge for the weapons, snapping them up and
taking aim. SIX SHOTS are fired at once. And then, a second
later, a SEVENTH SHOT is fired. Everyone sort of looks at
Edwards, who puts his gun down last.

There's an awkward silence. 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
Hook-head guy. You explain to me how
he can think with a hook for a head.
Answer; it's not his head. His head
is that butt-ugly bean-bag thing
over there. 'Cause if you look at
the snarling beast-guy, he's not
snarling, he's sneezing -- he's got
tissues in his hand. No threat there,
and anyhow, the girl's books were
way too advanced for an eight-year-
old's. And besides, from where I'm
looking, she was the only one who
appeared to have a motive. And I
don't appreciate your jumping down
my throat about it.

Sideways glances from the other recruits. Zed sighs.

EDWARDS
Or, uh -- do I owe her an apology?

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. The guy ran down a
cephlapoid, Zed. On foot. Tenacity.
That I can use.

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
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. Edwards recognizes
him from last night.

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

The other recruits continue down the hall with Zed. Kay
doesn't answer, just gestures to Edwards to follow him down
the hall, which he does.

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 stares, fascinated, but Kay's hand reaches in and
yanks him away, just as Zed's neuralyzer FLASHES WHITE.

INT. MIB BUILDING - HALLWAY - DAY

As KAY leads EDWARDS down an impossibly long corridor, he
hands him a file folder stuffed 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. DEE and ZED are
there, much younger.

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

Another photograph, a grainy black and white image of two
ships hovering in the night sky -- classic flying saucer
shapes.

KAY
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 a young KAY, in a
shirt and tie, holding a bouquet of flowers, staring at the
open door of the landed flying saucer. ALIEN SHAPES are
visible within.

EDWARDS
You brought the aliens 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?" 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
The 1964 World's Fair was a coverup?

KAY
Why else would we hold it in Queens?
(another hallway)
Now left. 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
Well, thanks for the very amusing
morning, but I'm hopin' you'll show
me where I came in? 'Cause this is
where I go out.

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

KAY
Yeah, sure, hang on, I wanna grab a
coffee while we're right here.

As Kay walks into the kitchenette, Edwards' jaw drops, his
eyes widen, and he stares in wonderment --

-- at THREE WORM-LIKE ALIENS standing around a water cooler.
Tall, 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.

KAY
(to the aliens)
Don't tell me we've only got that
powdered shit for cream again?

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

KAY
Oh.

He finds the cream sitting out on the counter where the alien
indicated, dumps some in his coffee, and comes back outside,
closing the door behind him. He reaches up and gently pushes
Edwards' jaw up, closing his mouth.

KAY
For future reference, this is a better
look for you.

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.
Everything they've ever "known" has
been proven to be wrong. A thousand
years ago everybody knew as a fact,
that the earth was the center of the
universe. Five hundred years ago,
they knew it was flat. Fifteen minutes
ago, you knew we humans were alone
on it. Imagine what you'll know
tomorrow.

EDWARDS
So what's the catch?

KAY
What you'll gain in perspective,
you'll lose in ways you're too young
to comprehend. You give up everything.
Sever every human contact. No one
will know you exist. Ever.

EDWARDS
Nobody?

KAY
You're not even allowed a favorite
shirt. There. That's the speech I
never heard. That's the choice I
never got.

EDWARDS
Hold up. You track me down, put me
through those stupid-ass tests, now
you're trying to talk me out of it.
I don't get it.

KAY
You got 'til sun-up.

EDWARDS
Is it worth it?

KAY
You find out, you let me know.

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.

DISSOLVE TO:

INT. GARAGE - DAY

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

The Orkin Man sighs and sets down his tank.

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

He unfurls a hose from the side of the tank.

ORKIN MAN
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 Orkin Man turns around. EDGAR stands in the doorway to
the garage, staring at him disdainfully.

ORKIN MAN
(shrugs)
Takin' care of your pest problem.

EDGAR
"Pest" problem? "Pest?"

ORKIN MAN
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.

ORKIN MAN
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 Orkin
Man's face with one hand --

-- and shoving the gas hose down his throat with the other.

THE ORKIN MAN'S CAR KEYS drop to the garage floor, and Edgar
picks them up.

EXT. GARAGE - DAY

A six-by-ten sheet of plywood THUDS to the driveway outside
the garage.

EDGAR raises one end of it so it's hanging off the back end
of the Orkin man's van -- now it's a ramp.

He walks off and we hear that familiar SCRAPING sound again.
Edgar, GRUNTING with the effort, slowly pushes his spaceship
up the ramp and into the back of the Orkin truck.

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 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. You
chose me 'cause you recognize the
skills. So as of now you can cease
with all of that calling me "son" or
"kid" or "sport." Cool?

KAY
Cool, slick. Now about those skills
of yours,

The elevator doors --

INT. MIB BUILDING - HEADQUARTERS - DAY

-- slide open on Men in Black headquarters.

KAY
As of this moment, they don't mean
much.

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?

Edwards just stares, fascinated, but 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
A couple of hours wait after a 17-
light-year flight would get on
anybody's nerves.

EDWARDS
What branch of the government do we
report to?

KAY
None. They started asking 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)
Here. 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
We're not supposed to have it. I'll
tell you why. Human thought is so
primitive it's considered an
infectious disease. Makes you proud,
doesn't it?

Edwards picks up a small yellow ball from one of the shelves.

EDWARDS
What's this?

KAY
Don't touch that!

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.

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
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!

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.

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
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
hundreds of boxes, each with smaller video images.

KAY
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 aliens. Aliens who
look alien are in spots where they can't be seen. Aliens who
look human are functioning right out in public -- including
SAM DONALDSON. MICHAEL JACKSON. And TONY ROBBINS.

KAY
Meet the twins.

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.

EDWARDS
I gotta be honest about something.

KAY
It makes no sense?

EDWARDS
It makes perfect sense. When I was a
third grader in Philadelphia, they
told me I was crazy 'cause I swore
that our teacher was from, like,
Venus or something.

KAY
Mrs. Edelson.

Edwards, stunned, looks at Kay as 4-Eyes boots her onto the
screen: Mean face, cat glasses. Bony fingers. Extremely well-
hidden tail.

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

With their remaining arms, they punch button after button on
the enormous console. ZED, who was standing up close to the
screen, walks over to Edwards, sizing him up.

ZED
What's your jacket size, Edwards?

EDWARDS
Uh -- forty regular.

ZED
Then 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

Like the rest of the place, the MIB locker room is all white.
White walls, white floor, white ceiling, white lockers. ZED'S
VOICE comes over:

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

EDWARDS reaches out and opens a white locker, revealing a
BLACK SUIT hung from a hanger in the middle. Above it, on
the shelf, a BLACK HAT 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. 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, get approval
for any expenditure over a hundred
dollars.

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.

INT. MIB BUILDING - HEADQUARTERS - DAY

One by one, KAY deletes Edwards's identity cards.

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.

ZED (O.S.)
Your entire image is carefully crafted
to leave no lasting memory whatsoever
with anyone you encounter.

INT. MIB BUILDING - LOCKER ROOM - DAY

Pants come off the hanger. The white shirt is removed.

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

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.

The coat is removed. The hat comes off the shelf.

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

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

ZED (O.S.)
You are no longer part of "the
system." We're above the system.
Over it. Beyond it.

Feet slip into black shoes. A belt is buckled. A tie pushed
up.

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

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

As the coat is buttoned, we notice the sleeve. Monogrammed
on the cuff is, simply, the letter "J."

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

INT. MIB BUILDING - HEADQUARTERS - DAY

Looking slick and handsome in his extremely sharp suit, JAMES
D EDWARDS III -- or, rather, JAY -- steps into the doorway
from the locker room. He reaches into his pocket, takes out
the sunglasses, and looks at KAY.

JAY
The difference between you and me?

He slips on the sunglasses.

JAY
I make this look good.

CUT TO:

EXT. NEW JERSEY - EARLY MORNING

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

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

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 five 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. I'm pulling
you down from Anchorage to do a meet-
and-greet.

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

BEE
Humanoid?

ZED
You wish. Bring a sponge.
(going through memos)
What else -- everybody, we gotta
keep Rolling Fish-Goat out of the
sewer system, he's scaring the rats.
And Bobo the Squat wants to reveal
himself on "Unsolved Mysteries."
Bee, make sure he doesn't.

He turns a page, coming across a red memo.

ZED
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 Jay? This is a good one for him
to warm up on.

EXT. MIB BUILDING - BATTERY PARK - DAY

JAY and KAY come out the front of MIB headquarters.

JAY
Yo, wussup with Zed?
(imitating him)
"Go get em, tiger. We're not hosting
an intergalactic kegger..."

KAY
Zed was saving the world before you
were born, son. Show some respect.

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

JAY
We got the use of unlimited technology
from the entire universe and we cruise
around in this?

Kay glares at Jay. He's getting annoyed.

INT. MIB LTD - DAY

They get in and slam the doors. Kay starts the car and the
engine HUMS quietly.

KAY
Seat belt.

JAY
You know, ya'll gotta learn how to
talk to people. You could be a little
kinder and gentler.

Kay grits his teeth.

KAY
Buckle up, please.

JAY
Now did that hurt?

Kay shifts the car into reverse. 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.

KAY
Makin' fun of my ride...

A LIGHTED PANEL rotates into place between the two front
seats. Jay's hand falls by accident on a flashing red button
in the panel.

KAY
Jay. The button?

JAY
Yeah?

KAY
Never push the button, Jay.

Jay jerks his hand away.

CUT TO:

EXT. HIGHWAY - SIDE OF THE ROAD - DAY

The LTD is now stopped by the side of the road, dust swirling
around it.

Ahead of it, another car has pulled over. KAY gets out, JAY
follows a moment later, shaky-legged. Kay walks up to the
window of the car they've stopped. The DRIVER, a guy in his
mid-thirties with a WIFE in her mid-thirties, rolls the window
down.

KAY
License and registration, please.

The Driver hands over some documents. Kay flips through them.

KAY
Other license and registration,
please.

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

The photographs on the "RESIDENT ALIEN ID" cards are of two
friendly-looking reptile types, husband and wife, smiling at
the camera, their long, skinny tongues dangling in a friendly
sort of way.

Kay hands them back.

KAY
Your resident card has you restricted
to the five boroughs only. Where do
you think you're going?

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

Kay leans down and looks in the window. MRS. REDGICK is in
front, MOANING in pain, holding her swollen belly. Kay
straightens up, fast.

KAY
Oh God. How soon?

Mrs. Redgick SCREAMS in pain. Real soon. For the first time
since we've seen him, Kay is nervous.

KAY
Okay. All right. No big deal.
(to Jay)
You handle it.

JAY
Me?

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

Mrs. Redgick SCREAMS again. Redgick gets out of the car,
worried.

REDGICK
Are you sure he knows what he's doing?

KAY
Yeah, hell, sure, he does this all
the time. C'mon, let him work,
Redgick, I wanna ask you something.

Kay gives Jay a supportive SLAP on the back and leads Redgick
away, to the rear of the car. Jay stays in the background
and opens the rear door, tentatively. He leans down, into
the car.

JAY
Oh God! I see it I see it I see it!

A few yards from the car, Kay turns Redgick to face him.

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

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

Suddenly a TENTACLE whips out from between Mrs. Redgick's
legs, CRACKS the whip once, and wraps around the door post,
grabbing hold.

JAY
Oh sweet Jesus Mother of God did you
see that?!

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.

Now a SECOND TENTACLE whips out, but this one wraps around
Jay's neck and pulls tight. He GASPS, choking.

JAY
Guys -- guys --

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

JAY
(choking to death)
Help?! HELP! Hello?!

He starts tugging for all he's worth, but the fight is sort
of going against him, as the tentacles pull him in even harder
than he tries to pull the baby out.

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

Redgick looks at Kay, clearly concealing something, but darts
his eyes away.

KAY
What new arrivals? This have anything
to do with the crasher from last
night?

JAY
(Screaming)
Can you guys do this later?!

But in that moment, Jay finally gets a foot up on the door
frame, acquires leverage, and RIPS the baby free. He falls,
flat on his back in the dirt, the multi-tentacled lizardlike
baby resting squarely on his chest.

JAY
Oh -- oh -- oh -- man.

Kay turns and claps Redgick on the back.

KAY
Congratulations! It's a lizard.

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

JAY
(misty)
Hey, you know, it is sorta --

It vomits on him.

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.

JAY
Pick.

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 damn investigative reporting on
the planet. But hey, go ahead, read
the New York Times if you want. They
get lucky sometimes.

JAY
You're actually 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. GEM AND JEWELRY STORE - ORKIN VAN - DAY

A flap of skin, now getting gray and crusty with age, hangs
off EDGAR's neck as he sits in the front of his Orkin van.
He sucks as hard as he possibly can on a straw stuck into a
Jolt Cola ("Double the Sugar! Triple the Caffeine!"), one of
a six-pack that sits on the dashboard.

Across the street, Edgar sees a short, older man come out of
one of the jewelry shops on Thirty-Fifth Street. Edgar drops
the soda and stares.

The Older Man (ROSENBERG), is carrying a cat and an ornate
rosewood jewelry box. Carefully, he sets the box down and
lovingly places the cat on top of it while he locks all five
locks on the door to his distinctive shop.

That finished, he picks up the cat, then the box, then waddles
off down the street, one under each arm.

Edgar drops the truck into gear and follows him, slowly,
trolling along behind him.

ON THE STREET, Rosenberg walks happily along, HUMMING to
himself. He gives his cat a little peck. As he rounds a
corner, we recognize the tune he's humming -- "I've Got the
Whole World In My Hands."

The Orkin van rounds the corner behind him. Following.

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
Not so fast. Walk up slow.

JAY
Why?

KAY
Part of the routine. Makes it look
like we're sizing up the situation.
Gives her time to get the wrong
impression.

BEATRICE appears in the door to the house, curious.

KAY
Puts some fear into her. Makes things
go smoother.

Beatrice calls to them.

BEATRICE
Can I help you gentlemen?

Beatrice looks much better than the last time we saw her --
more nicely dressed, a touch of makeup, a smile on her face.

Kay pulls a black card from his wallet and extends it to her
as she draws close. As she reaches for it, the card reforms
into an FBI badge.

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

In the living room, KAY sips some of her lemonade and winces.
JAY moves through the room, checking it out as BEATRICE tells
her story.

BEATRICE
And they said to me, "If he was
murdered, how could he walk back in
the house?" And I must admit, I was
a little stumped by that one. But I
know Edgar. And that wasn't him. It
was more like something else that
was wearing him. Like a suit. An
Edgar suit.

A little GIGGLE escapes her at the thought. Jay, over by a
bookcase, notices a framed PHOTO OF EDGAR, kneeling in the
woods, proudly about to skin a deer.

JAY
Damn. If he was this ugly before he
was an alien...

BEATRICE
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.

JAY
Did you taste her lemonade?

Kay nods, puts on his sunglasses. Takes out another pair,
hands them to Jay.

Kay draws his neuralyzer. FLASH! Beatrice freezes, staring
straight ahead as if hypnotized. Kay takes Jay's glasses off
and hands them back to him.

KAY
Ray Bans.
(pulling off Jay's
sunglasses)
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
Whoa! That thing erases her memory,
and you give her a new one?

KAY
Standard issue neuralyzer.

JAY
And that's the best you can come up
with?

KAY
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)
Yeah, and you're better off 'cause
he never appreciated you anyway. In
fact, you kicked him out, and now
that he's gone, you ought to buy
some new clothes, maybe hire a
decorator or something...

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)
Hey. Kay... when am I gonna get one
of those memory things?

The spectral analyzer turns blue.

KAY
When you're ready.
(re: analyzer)
Please -- not green.

Purple. And then green.

Kay closes his eyes and sits back, leaning against the dirt.
Above him, JAY leans over, staring down. Kay looks up at
him.

KAY
Do you know what alien life form
leaves a green spectral trail?

JAY
Wait -- don't tell me -- that was
the question on Final Jeopardy last
night.

AT THE CAR, Kay snatches up the radio handset and keys the
microphone.

KAY
(softly, into mic)
Zed, we have a bug.

He turns off the radio and sighs. Jay stands next to him.

JAY
I'm gonna jump way past you and just
guess that this is bad. Right?

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

JAY
So basically you have a racial problem
with all insect-based life forms?

KAY
Listen, kid -- imagine a giant
cockroach five times smarter than
Albert Einstein, four times stronger
than an ox, nine times meaner than
hell, strutting his stuff around
Manhattan Island in his brand new
Edgar suit. Does that sound like
fun?

JAY
What do we do?

KAY
With a bug in town? Watch the morgues.

CUT TO:

EXT. LESHKO'S DINER - DAY

ROSENBERG, the jewelry store owner, steps out of a cab in
the meat-packing district, still carrying the ornate box and
his beloved cat. He heads into Leshko's, a Russian diner.

A moment later, the Orkin 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.

Rosenberg walks carefully over to the table, but does not
sit down. 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. He steps forward, to
face Rosenberg, who sets the ornate box on the table.

Immediately, ROSENBERG'S CAT jumps on top of it.

Rosenberg and the Arquillian stare at each other for a long
moment --

-- and then 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
wipes away tears.

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!

-- and turns away, back to the grill.

A HAND reaches in, takes the plates, and sets them on a tray.
We follow the tray, but see only the right arm and aproned
midsection of the waiter carrying it. He carries the tray
along the counter toward a pair of swinging doors that lead
out into the restaurant.

The doors swing in as another WAITER sweeps into the kitchen,
and our waiter heads out into the dining area. As the doors
swing closed behind him, they reveal storage shelves crammed
with bags of rice, cans of stewed tomatoes --

-- and a DEAD WAITER, 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.

ARQUILLIAN
To the continued reign of the
Arquillian Empire.

ROSENBERG
To the safety of the galaxy.

They CLINK glasses and drink, just as the Waiter arrives.
Still, we see only his arms and midsection as he sets the
tray on a stand and lifts the plates of pirogi. He carries
them to the table and sets them down.

Rosenberg, setting his glass down next to the plate, catches
a glimpse of the Waiter's hand --

-- just as an enormous silverfish bug slithers out of the
waiter's sleeve and scurries across the table. The glass
slips out of Rosenberg's hand, dumping wine all over the
table.

He looks up, slowly, and sees the Waiter's face.

It's EDGAR. Another half dozen insects of all variety tumble
out of Edgar's sleeves and scurry across the table. Rosenberg
and the Arquillian freeze, paralyzed with fear. They seem to
know what dire implications Edgar's presence holds.

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

Edgar smiles.

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. First Rosenberg and
then the Arquillian lurch forward their chairs, their faces
contorting in pain.

They both pitch forward, their faces slogging into fresh
pirogi.

The stinger SNAPS out from under the table and whips back
under Edgar's apron. He moves quickly, searching their
pockets, but he doesn't find what he's looking for. The cat,
still perched on top of the ornate box, HISSES at him.

Edgar reaches out and BATS the cat away with one vicious
swipe of his hand. The animal HOWLS and flies across the
room, landing in a WOMAN's lunch.

The Woman SCREAMS. Now other DINERS' attention is drawn to
Edgar's table, where two obviously dead men are being robbed
by a waiter. There are SHOUTS of outrage, a few MEN rise out
of their seats.

Edgar grabs the ornate box and tries to open it, but finds
it locked. With the furor rising around him, he shoves the
box under one arm and bolts for the door.

Rosenberg's cat leaps back onto the table and SNARLS at him
as he goes.

CUT TO:

EXT. LESHKO'S DINER - DAY

Later, and the Russian diner is now a crime scene, clustered
with COPS and flashing lights. THREE BODIES, now on stretchers
and covered with sheets, are being loaded into the back of
ambulances.

ROSENBERG'S CAT races out of a UNIFORMED COP's arms and leaps
onto one of the stretchers, MEOWING mournfully. The Uniformed
Cop turns to a POLICE INSPECTOR who is questioning the WOMAN
from the diner.

COP
What am I supposed to do with the
cat?

INSPECTOR
I don't know. Send it with the stiff.
Let family claim it.

The Cop nods and follows the stretcher with Rosenberg's body
into the back of one of the ambulances, allowing the cat to
ride on the chest of its dead owner for the time being.

The doors of the wagon SLAM shut.

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

LAUREL
Are you having a bad day, baby? Cheer
up.
(of Rosenberg)
His is worse.

She sets the cat aside and wheels the stretcher under the
lights.

LAUREL
Okey-dokey. Shall we?

INT. MORGUE - LATER - DAY

Laurel is hunched over the corpse, the only light in the
room coming from the overhead spot that illuminates her work.

Fascinated by something, she digs deeper. And deeper. And
looks up, her face a mixture of alarm and excitement.

LAUREL
Oh, my God.

CUT TO:

EXT. MORGUE - NIGHT

Kay's LTD pulls up in front of the morgue.

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 the morgue, LAUREL has fallen asleep on her desk, her
head in her arms.

ROSENBERG'S CAT sits on the desk next to her, licking its
paws. Suddenly, the cat looks up, MEOWING urgently.

Laurel looks up and, following the cat's gaze, turns around
slowly in her chair. JAY and KAY stand in the doorway, staring
at her. Kay steps forward, holding out that black card again.
It reforms into another kind of official ID, this time it
says "DEPARTMENT OF PUBLIC HEALTH"

LAUREL
(into recorder)
...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? Dr. Leo Menville, Department
of Public Health. This is Dr. White.

She looks up. Jay and Kay are standing there.

LAUREL
Yeah, well whoever you are, I'm afraid
I'm going to need to see some ID.

He hands her his CARTE NOIR, which changes to read "Dr.
Menville, Department of Public Health." She hands it back.

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 goes to the Arquillian's body, which is still
out on a table under the lights.

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

She throws back a sheet, revealing (to them only, not us)
the fully dissected Arquillian. Kay raises an eyebrow; Jay
nearly retches.

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

Kay steps past her, going straight to the body. He begins to
examine it.

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
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.

Jay hears a MEOW and looks down. Rosenberg's cat is rubbing
up against his leg.

JAY
Your cat?

LAUREL
Guess it is now. Came in with the
bodies.

She SNAPS one of her rubber gloves and reaches down (out of
frame), sinking her hands into the body as she moves things
aside. Just by the look on Jay's face, one can imagine how
disgusting it is.

Laurel digs in, up to her elbows. Jay winces. She pulls one
bloody glove out, to wipe a strand of hair out of her face.
He looks at her --

-- and she winks at him. He's surprised. She laughs.

LAUREL
Okay. Dive right in. God knows he
won't mind.

Jay is reluctant, so she rolls her eyes and helps him, taking
him by the hand and guiding him into the thick of the corpse.

LAUREL
You have very pretty eyes.

JAY
Thank-you, but is this really the
time to uh -- you know, come on to
me?

LAUREL
Hey, just walking the dog.
(continuing)
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
You know, I was just going to ask
you the same thing.

Laurel looks at him sideways, skeptical, but also intrigued.
She whispers to him. Confiding in him.

LAUREL
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
By the way, stop me if I'm freaking
you out.

JAY
No, no... not at all.

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
(freaked out)
No...

From the other side of the room, Kay CLEARS HIS THROAT.

JAY
Excuse me.

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. Got a real Queen
of the Undead thing goin' on.

KAY
Of the body.

JAY
Great body.

KAY
The dead body?

JAY
Not a clue.

KAY
All right. Keep her occupied. Try
not to sound too dumb.

ACROSS THE MORGUE, Laurel is still examining Rosenberg, now
bent down next to his head, carefully studying his left ear.
She notices something strange, turns, and calls over her
shoulder to Jay.

LAUREL
Dr. White.

Jay, in conversation with Kay, does not respond to what is
not his name.

LAUREL
(louder)
Dr. White.
(still louder)
Dr. White.

He still doesn't answer.

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 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.

LAUREL
Far -- freaking -- out.

They lean in closer. The Tiny Little Green Man (a BALTIAN)
forces words out of his mouth.

BALTIAN
Must -- to pre -- prevent --
(searching for the
word)
-- contest? No... to prevent --

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

LAUREL
War?

The Baltian nods vigorously. That's it.

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

JAY
Bed? Belt? Orion's Belt?

The Baltian nods again, falls, and dies. Jay and Laurel look
at the little dead alien, then at each other.

JAY
"To prevent war, the galaxy is on
Orion's Belt?" The hell does that
mean?
(turns around)
Hey! Kay! I mean, 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?

Jay shakes his head -- but is now paying more attention to
Kay, as he leads him toward the Little Man.

JAY
He's dead.

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

KAY
Rosenberg. Damn. Good man.

JAY
You knew him?

KAY
One of the few I actually liked.
Exiled High Prince.

LAUREL
I was right -- this is an alien life
form, 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."

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

FLASH! Without even looking at her, Kay whips out his
neuralyzer and blanks her out.

KAY
He said there's a galaxy on Orion's
Belt? That makes no sense.

JAY
That's what he said.
(to the dazed Laurel)
Didn't he? Right after he --
(realizing)
Oh, for Christ's sake, you did the
flashy thing already.

LAUREL
(as if awakening)
Uh, hi, whoever you guys are, I'm
afraid I'm going to need to see some
ID if you're going to be in the
morgue, okay?

KAY
Sure thing, sweetheart. Here you go.

FLASH! He neuralyzes her again. Jay slaps his hand.

JAY
Stop that --

KAY
(to Laurel, ignoring
Jay)
Typical day, too much caffeine, get
a life.

JAY
-- that thing probably gives you
brain cancer!

KAY
Never hurt her before.

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 bit.

JAY
What the hell happened to make you
such a callous son of a bitch?

KAY
I took this job.

He heads out. Jay follows.

JAY
Hey, you never flashed me with that
thing, did you?

KAY
Nah.

EXT. MORGUE - NIGHT

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

JAY
Hey, Kay, I really think I should be
in charge of the flashy memory thing
department.

KAY
Not while I'm around, Slim.

JAY
Yeah, well you're a menace with that
thing...

An MIB containment vehicle pulls up, and four 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.

CUT TO:

EXT. NEW YORK ALLEY - NIGHT

The Orkin van is parked in an alleyway somewhere downtown.
From inside, throaty WAILS of frustration can be heard. Two
PASSERSBY hear the racket and hesitate, wondering if they
should get involved.

But an inhuman GROWL rattles the whole van and they wise up,
hurrying on their way.

INT. ORKIN VAN - NEW YORK ALLEY - NIGHT

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. Crammed into the
back of the van along with his spaceship, Edgar wedges a
screwdriver into the thin opening between the top and the
rest of the box and SMACKS it with his right fist. Nothing
doing.

He BELLOWS in rage and hurls the box against the side of the
van, where it finally CRACKS a hinge. Edgar snaps it up,
pries the rest of the hinge off with the screwdriver, 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
No. No, NO, NO, NOOOO!

He rips the box apart with his bare hands. There's nothing
else there.

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

Jay and Kay hurry in -- Kay peels off to one of the monitors;
Jay heads for Zed.

JAY
Doesn't anybody believe in sleep
around here?

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

He points up at the screen with a laser pencil.

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.
(switches off the
laser pointer)
You heard wrong.

JAY
You're attracted to me, aren't you?

Jay starts to cross over to ANOTHER MONITOR, where Kay is
sitting alone, tie loosened, slightly disheveled. On the
screen, the word "SEARCHING" blinks, encouraging patience.
The image changes to a satellite view of North America, which
quickly zooms in on the Southwest.

On screen, the satellite view zooms down to Arizona, then a
city, then a neighborhood, then a block, then a back yard.
The printout changes to

"SUBJECT ACQUIRED."

The image comes into sharp focus on one back yard in
particular, where we get a good look at a MIDDLE-AGED WOMAN.

SUBJECT: ELIZABETH ANN RESTON

PRESENT LOCATION: RESIDENCE

553 FAIRFIELD AVE./TEMPE/AZ

Whoever Elizabeth Ann Reston is, she's lovely. She's setting
a picnic table in her back yard at the moment, unaware that
she's being watched by an eye in the sky -- just as Kay is
unaware that Jay is standing behind him.

Jay notices the monitor with the Middle-aged Woman on it. He
looks at Kay's expression, then back at the monitor.

JAY
Pretty lady...

Kay clicks off the picture of her. Jay drags a chair and
sits down.

JAY
You were the guy with the flowers in
the photo, the night the aliens
arrived. What, you were on your way
to a dance or something and you got
lost? And she never got those flowers,
did she?

Kay doesn't answer, just stares at the screen. 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.

JAY
Grumpy Guy's story comes into focus.
She ever get married?

KAY
No.

It's more than Kay can bear. He reaches out and flicks a
switch. The monitor goes blank, except for a data screen:

SUBJECT LOST

Kay sits back in the chair and eats a potato chip morosely.
Jay looks at him: "Is this me in thirty years?" A moment
goes by. Finally:

JAY
Well, it's better to have loved and
lost than never to have --

KAY
Try it.

ZED (O.S.)
Kay.

Jay and Kay cross back toward 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.

KAY
(quietly, with dread)
They're leaving.

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. Put up a forty-
field view of Manhattan.

ON THE SCREEN New York City is just a bright spot of light
on the Eastern coast of the United States.

KAY
Four hundred.

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

KAY
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. The words
"LEVEL FOUR" flash in red letters on one side of the map.

KAY
That's an Arquillian battle cruiser.

JAY
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
Message coming in.

The communication continues.

KAY
Speak of the devil.

The communication continues.

JAY
They sound pissed.

ZED
(to the twins)
Translate that and step on it!
(to Kay)
Meanwhile get down to Rosenberg's
store and see what you can turn up.

Kay and Jay walk away.

ZED
And Kay -- take a lot of fire power.

IN THE EQUIPMENT LOCKER Kay pulls out the ENORMOUS, MANY-
BARRELED HAND GUN. A small, clear, canister sprouts from
underneath it, malicious swirling gases visible through its
walls.

JAY
I like that.

KAY
Series four de-atomizer.

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

KAY
Here. We call this the "Noisy
Cricket."

JAY
You get a series four de-atomizer
and I get a "Noisy Cricket?!"
(looks at the gun)
I'm afraid I'm going to break it.

Jay follows Kay out, glancing 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.

CUT TO:

INT. GEM AND JEWELRY STORE - DAY

SMASH! The window in the front door of Rosenberg's jewelry
shop collapses in a shower of glass. EDGAR reaches in and
fumbles with the locks, undoing them one by one. He gets
them all and steps inside. Out the window behind him, we can
see his Orkin van, double parked in the street in front.

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

Outside, a New York City tow truck pulls up to the front of
the Orkin van and starts to hitch up.

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 a glamour 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.

From outside, the ROAR of an engine distracts Edgar. He turns
around, in time to see the Orkin van lurch as the tow 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
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
I got worse.

He keeps hitching up the van. Two pedestrians walk past the
dispute, very fast, ignoring the debate, headed right for
the shop. We go with them, and realize that it's --

-- JAY and KAY. They stop at the smashed door of the jewelry
shop and exchange a glance. Kay pulls a very menacing-looking
weapon, nods, and they step inside.

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 floor is an ornate,
empty bowl and a bag of cat food, next to a scrumptious
pillow. There are several PHOTOS OF A CAT on the wall.

There is also a pile of BEJEWELED CAT COLLARS. Jay picks up
one of the COLLARS, inspects it closely, shaking his head.

JAY
This guy had a serious crush on his
cat.

Jay's attention is broken by something through the window.
Outside, lumbering straight for the store, is EDGAR.

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

Suddenly, Edgar raises his arms, pointing both the farmer's
rifle and the driver's shotgun. Before Edgar can shoot, Jay
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 turns and rushes away down the street
as Jay picks himself up.

JAY
The bug in the Edgar suit! The ugly
redneck from the picture! That's
him!

Jay leaps through the broken storefront window and after
Edgar.

KAY
(picking himself up)
Damn it.

Kay runs out after Jay.

EXT. GEM AND JEWELRY STORE - DAY

Edgar doesn't bother sticking around to continue his fight.
He jumps behind the wheel of the tow truck, starts it up,
and hits the gas. The engine ROARS.

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

Hits the rigging between the Orkin 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 car, his rear end right in the woman driver's face.

When Jay looks up, Kay is standing before him. He 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 Orkin 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!

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.

ZED
Another contestant has entered the
ring.

EXT. NEW YORK STREET (OUTSIDE JEWELRY STORE)

As Kay puts away his phone, turns to Jay

KAY
All right, kid. The Arquillians want
the galaxy, whatever the hell that
means. We need help. A professional.
Someone with years of experience in
intergalactic politics. I just hope
the little prick hasn't skipped town.

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.

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, closing
up the shop. 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.

KAY
Call the pound. We got a stray.

FRANK THE PUG
Hey! Get your paws off me!

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
CIRCULAR ICON of a strange and beautiful metal. The center
is some sort of hardened, translucent material, light green
in color.

LAUREL
What's this?

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

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, millions of stars, billions of green, verdant
planets, all racing by her at the speed of light.

INT. MORGUE - DAY

LAUREL
Wow.

Outside, the bell DINGS again. Orion looks up, as if knowing
who's out there, and not liking it. She SNARLS at the door
and leaps off the desk, scurrying across the lab and
disappearing under some equipment.

INT./EXT. LTD - MANHATTAN - DAY

Jay and Kay barrel through town.

JAY
So two galaxies have been fighting
for years. And the only people who've
been benefiting are a race of
creatures called bugs. Then the two
galaxies decide to make peace... and
the bugs send this guy down to make
sure the fighting never stops.

KAY
By killing the emissaries, and
stealing the galaxy they've been
fighting about.

JAY
And if we don't get it back before
he leaves the planet... we're history.

KAY
We're not even history. 'Cause history
implies there's someone around to
remember it.

INT. MORGUE - CORRIDOR - DAY

On a counter in the morgue corridor, a gray, peeling hand
BANGS on a bell on a countertop, over and over. The hand
belongs to EDGAR, who is carrying his shotgun, concealing it
behind one leg. 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
(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
-- the deceased.

EDGAR
Don't -- do that.

WHACK! Still another fly goes down.

TONY
Do what?

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

TONY
Shit!

He ducks under the counter --

-- and comes up with a can of Raid. Edgar's eyes bug out.

CUT TO:

EXT. MORGUE - DAY

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

JAY
I'll handle this one, you wait
outside.

KAY
What the hell for?

JAY
Because all we have to do is walk in
and get a cat, it's not that hard.
But if you go in, you're gonna lay
your Jack Webb on her and flash your
brain ray in her face and she's gonna
end up with leukemia or some shit.
The woman's a doctor, she doesn't
need you erasing half her med school
classes. Take me five minutes.

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

KAY
Two minutes!

INT. MORGUE - DAY

LAUREL SLAMS into a wall on one side of the morgue, thrown
there by EDGAR.

He leans in, close, furious.

EDGAR
Where is the animal?!

LAUREL
I told you, I don't know, it ran
under some equipment! Over there.

EDGAR
Get it!

He grabs her roughly and drags her across the morgue, toward
the equipment she pointed to. As they draw close, ORION the
cat bolts from underneath it, races between their legs, and
leapfrogs over several small cabinets, landing on top of a
very tall one with only six inches clearance between it and
the ceiling. A very tough hiding place.

Edgar just starts to turn when they hear the BELL and a VOICE
from the corridor outside.

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

Edgar looks up at the cat's hiding place. No time to get it.
The bell DINGS again.

JAY (O.S.)
Hello?

Roughly, Edgar pulls Laurel close and puts a finger to his
lips --

"Shhhhhhh."

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. They brought a cat
in here with a corpse the other day,
might have said "Orion" on the cat's
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 at the
moment.

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
Excuse me?

LAUREL
I said, maybe you could take me with
you instead.

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. He looks over his shoulder, to make sure he
has a few more seconds alone.

JAY
And, uh, why exactly is that?

Laurel rolls her eyes. She seems irritated with him, but it
doesn't go with what she's saying.

LAUREL
I just do.

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

Jay is thoroughly enjoying himself, but Laurel seems to be
going crazy.

LAUREL
I have something I need to show you.

She looks down, pointedly, in the direction of her waist.

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
And I will. But we gotta get something
straight here -- I'm gonna drive.
It's not some kind of macho trip,
it's just the way I'm used to doing
things, okay?

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 sharp

SIZZLE.

Kay furrows his brow. Odd.

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
-- that you have to help me with.

Jay's smile vanishes and his jaw drops as he figures it out.
He starts to reach for his gun.

INT. MORGUE - CORRIDOR - DAY

Kay raises another lit match to his cigarette, but as this
one gets close,

a BIG GLOB OF GOO drops from the ceiling and onto the match,
dousing the flame.

Kay 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.

From inside the morgue, Laurel SCREAMS.

INT. MORGUE - DAY

Kay races into the morgue just as the examination table
EXPLODES into the air, revealing EDGAR, who was hiding beneath
it.

Now everything happens at once. Jay leaps back and draws the
Noisy Cricket, Kay pulls out his series four de-atomizer,
and Edgar holds his shotgun under Laurel's chin, using her
body to shield his own.

KAY
Freeze it, Bug!

JAY
Don't shoot! Don't shoot!

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
Maybe if you didn't come on like a
drunken prom date!

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. Move six
inches to your left and I'll solve
all your problems.

ORION the cat suddenly attacks, leaping off the top of the
cabinet and landing on Edgar, HISSING and scratching and
clawing for all she's worth.

Edgar snaps an arm up and whips her off. The cat squirms in
his arm, the icon jangling. Edgar grabs the icon, holds onto
it, and flings the cat away, across the morgue. The icon
comes free, remaining in his hand.

He drops it into his mouth and swallows. He shoves the gun
hard against Laurel's cheek.

EDGAR
That's better. Now put down your
weapons. We're leaving.

Kay freezes, teeth clenched, gun still in front of him.
Standoff.

EDGAR
Have you ever pulled the wings off a
fly?

Edgar cranks one of Laurel's arms behind her back, hard, and
she CRIES OUT in pain.

EDGAR
Would you care to see the fly get
even?

KAY
How far you think you'll get without
your ship? If that's what you call
that hunk of space crap we've got
back at our office.

EDGAR
Put the weapons down!

KAY
Never gonna happen, Insect.

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 busy 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.

KAY
Damn it!

They turn and run out of the morgue.

EXT. THE NEARBY BUSY MANHATTAN STREET - DUSK

EDGAR, with LAUREL, RUNS right in front of a CAB, which
screeches to a halt inches from them. The CABBIE sticks his
head out and YELLS something in an unknown language. And
KEEPS yelling as --

Edgar reaches through the passenger side and pulls the Cabbie
out the door (cigarette and wooden seat-beads and all).

The Cab Driver is still yelling as Edgar leaps in, pushing
Laurel in before him, leaving her behind the wheel.

He removes a POSTCARD -- the one he took from the display on
the newsstand.

EDGAR
Take me here.

LAUREL
What???

Edgar just cranks the car into gear -- opening his mouth and
swallowing the icon -- and in so doing revealing a TRIPLE
ROW OF SERRATED BUG-TEETH, he SLAMS HIS FOOT on the gas pedal.

Laurel's head snaps back as the car rocks forward. She has
no choice, but to grab the wheel and start steering as --

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.

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

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, the ripped pine-scented green deodorizer,
and the still-burning cigarette.

JAY
They're in a cab.

And Jay starts running down the street, where DOZENS of cabs
are waiting at the intersection. He's running from cab to
cab, pounding on windows, scaring the living shit out of
people --

JAY
Hey! Laurel!? Hey!

-- but Laurel and Edgar are nowhere to be found. Up ahead
the light turns green and the tide of taxis wash away, leaving
Jay on the street. He turns as a car screeches up behind
him, its headlights shining in his eyes. As it gets closer,
Jay sees it's Kay in the LTD.

KAY
Stop wasting time. He's not getting
off the planet in a cab.

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
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.

AT THE MAIN VIEWING SCREEN, A GREEN LINE shoots out from the
Arquillian ship, striking a region of planet earth.

INT. MIB BUILDING - HEADQUARTERS - NIGHT

-- headquarters, where 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?

Viewing the screen, it now reads:

MIB

DELIVER THE GALAXY OR THE EARTH WILL BE DESTROYED...

SORRY

ZED
To keep the bugs from getting it,
the Arquillians will destroy the
galaxy and whatever planet it's on.

JAY
You're talking about US!

ZED
Sucks, doesn't it?

KAY
Pull up the locations of all land-
based interstellar vehicles.

ZED
They're all gone. Frank the Pug took
the last ship on the planet.

As Kay and Zed watch as the machine scrolls through the data,
Jay walks back towards the center of the room, deep in
thought. Over him we hear:

KAY
Atlantic City?

ZED
Gone.

KAY
That landfill on the Jersey Shore?

ZED
Gone.

JAY
Uh, gentlemen.

KAY
Epcot?

ZED
Gone.

KAY
Miami Beach?

ZED
Gone.

JAY
Fellas.

KAY
Hartford?

ZED
Gone, thank God.

JAY
Hey. Old guys.

Kay and Zed both look up at once, scowling.

JAY
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.

Behind him, abandoned on the front seat of the cab, we finally
see the front of the postcard he's been carrying around.
"FLUSHING MEADOWS, SITE OF THE 1964 WORLD'S FAIR," it says,
with a distinctive photograph of the spaceships.

So that's how he knew.

CUT TO:

EXT. COLUMBUS CIRCLE - NIGHT

Nighttime now, and the city hums along, just another Thursday
night. The clock in Columbus Circle says it's 7:45.

EXT. SIXTH AVENUE - NIGHT

TVs in the window of an appliance store show a rerun of
"Cheers." PEOPLE laugh.

EXT. TIMES SQUARE - NIGHT

The news ticker in Times Square announces the latest
shattering news:

RAIN LIKELY -- TEMPS DROP TO 60'S

EARTHLINGS pass left and right, blissfully unaware of their
impending doom.

CUT TO:

EXT. MIB BUILDING - NIGHT

KAY and JAY leap into Kay's LTD and SLAM the doors. Kay jams
the key in the ignition, the car ROARS to life, and he turns
to Jay.

KAY
Whaddya say we bag us some bug?

He hits the gas and the car ROCKETS away from the curb.

EXT. CITY STREETS - NIGHT

The LTD tears through the city.

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
You're taking the tunnel?!

KAY
You know a better way to Queens?

JAY
It's usually jammed?!

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.

JAY
I told you!

KAY
Jay. The button?

JAY
Yeah?!

KAY
Push the button, Jay.

A LIGHTED PANEL rotates into place between the two front
seats, and that red button flashes underneath its plastic
shield again. Jay flips back the plastic cover and JAMS his
finger down on the red flashing button.

KAY
And you may want to throw on 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.

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.

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.

As they race through the tunnel, they have a minute to kill.

KAY
Mind if I smoke?

JAY
What?!?

KAY
In the car, I mean.

JAY
I don't care!!

KAY
Hey, just a common courtesy. It
bothers some people if you smoke in
a car.

He lights a cigarette and blows the smoke out leisurely, one
hand on the wheel, just waiting out the tunnel. Jay gives up
struggling to right himself and closes his eyes, suffering
through this.

EXT. MIB LTD - TRAVELING - NIGHT

From outside the car, we watch it rocket along on the roof
of the tunnel.

We can hear KAY'S VOICE as he goes on. And on.

KAY
Yeah, it's harder and harder to smoke
anywhere these days. Hell, I suppose
I should quit. I've tried. Never
took, though. I'm beginning to think
I lack self-control.

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.

KAY
Well, back to work.

He flips his cigarette out the window and 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
Come on, let me go, 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 dad.

And with that she KICKS him squarely in the face. He reels,
momentarily losing his grip on her. She takes advantage of
the moment and FLINGS HERSELF out, into the air.

Edgar flails, but she is beyond his reach. She falls, tumbling
through the air --

-- and 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 just keeps climbing.

EXT. WORLD'S FAIR - NIGHT

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

AT THE TRUNK, JAY and KAY flip open the trunk and scarf up
whatever weapons look most dangerous. Kay grabs a black box,
UNSNAPS a row of latches, and opens it, revealing --

-- 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. The shells themselves are solid, glistening
like polished steel. Kay loads up the clip.

JAY
You know how to work that?

Kay pumps it once, with extreme confidence.

KAY
No idea whatsoever.

He SLAMS the trunk, revealing the flying saucers sitting
atop their columns in the distance.

KAY
Let's bag us some bug.

As if on cue, one of the saucers begins to HUM. Then it starts
to spin, faster and faster. The ship begins to rise.

JAY
Oh, shit.

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 viciously.

EXT. WORLD'S FAIR - NIGHT

Kay raises the weapon he took from the trunk; looks over at
Jay.

KAY
Set it to pulsar level five, sub-
sonic implosion factor --

JAY
What?

KAY
Press the little green button, on
three.

Jay raises his weapon; they press their green buttons.

KAY
One... two...

They pull their triggers.

For a moment, nothing happens, as if it were a misfire. But
then, there is a VACUUM WHUMP, like all the air in the
immediate area being sucked into a space the size of a dime,
and a tremendous shock wave rolls out from the barrel of the
guns.

Jay and Kay are sucked to the ground by the bizarre force,
THUDDING to their stomachs like magnets to a refrigerator.

EXT. WORLD'S FAIR - NIGHT

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

-- and it too is sucked back down. Hurtling back toward them.

EXT. LAUREL'S TREE - NIGHT

She flinches as the flying saucer shoots overhead.

EXT. WORLD'S FAIR - NIGHT

The saucer CRASHES through the Unisphere, an enormous steel
globe, and THUDS to the earth, CRASHING through brush, dirt
and rock...

Jay and Kay come to their feet...

In front of them, the dust clears... Trees uprooted, stones
and dirt thrown everywhere... a dumpster has been cast to
their left...

And the saucer is there, embedded in the earth, tipped off-
kilter in a mound of debris...

A hatch comes up... revealing Edgar, walking slowly toward
them, with contained fury.

EDGAR
You don't get it. I've won. It's
over.

KAY
You are under arrest for violating
number 4-1-53 of the Tycho accord.
Please hand over any galaxy you might
be carrying.

EDGAR
You milk-suckers! You don't matter!
In a few seconds you won't even be
matter!

KAY
Move away from the vehicle and put
your hands on your head.

He pumps the gun for emphasis.

EDGAR
Put my hands on my head?

Edgar stares at him. 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 hairy,
bug-like exoskeleton, 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.

He raises his pincers in the air, resting them on his head.
The GALAXY hangs on a chain around his neck.

BUG
Like this?

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.

EXT. LAUREL'S TREE - NIGHT

She flinches as she sees them hit the ground. She starts to
climb the tree.

EXT. WORLD'S FAIR - NIGHT

Jay and Kay hit the ground with loud grunts.

JAY
That did not go at all like I had
planned.

They look up to see the Bug moving for the second tower --
and the second flying saucer. Kay gets to his feet.

KAY
This guy's really starting to bug
me.

Kay starts walking after the Bug.

KAY
Whatever happens, Jay, don't let him
get on that ship.

JAY
Where are you going?

KAY
Getting my gun back.

JAY
What!?

Kay steps forward and yells at the departing Bug.

KAY
Hey, Bug!

The Bug just keeps moving toward the ladder.

KAY
I'm talking to you, Bug! You know
how many of your kind I've swatted
with a newspaper?

The Bug turns toward Kay. Kay steps up to him, the small
human facing off against the giant alien hug.

EXT. LAUREL'S TREE - NIGHT

She quietly makes it to the ground -- hurries off to the
darkness of the woods.

EXT. WORLD'S FAIR - ON KAY AND THE BUG - NIGHT

Kay has himself in the Bug's face, its 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!

The Bug reacts -- cranks open its massive jaws with a
deafening HISS, lunges forward, and sucks Kay into his mouth.

The Bug straightens up to its full height and throws his
head back. Kay slides down the Bug's throat, bending it
sideways as he kicks and SCREAMS his way down into its
abdomen.

JAY looks on, in stunned horror...

AS THE BUG TURNS TO JAY AND STRETCHES TO ITS FULL HEIGHT and
lets loose a HIDEOUS SCREAMING HOWL OF TRIUMPH.

EXT. WOODS - NIGHT

Laurel is still watching.

EXT. WORLD'S FAIR - ON JAY AND THE BUG - NIGHT

Jay watches as the Bug continues its HOWL OF TRIUMPH... He
feels totally defeated. But...

He can hardly believe his eyes as he looks down at the Bug's
stomach...

CLOSE ON BUG'S STOMACH. Through the leathery pouch of the
Bug's stomach, we can just make out the distended outline of
the two atomizers... and just a few inches from it, a HUMAN
HAND is reaching toward the gun... KAY!

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.

JAY
Hey! Come over here and try that!

The concrete THUNKS off the Bug's shell -- he doesn't seem
to notice; just keeps moving.

Jay picks up a twisted metal pole and runs at the Bug.

JAY
Stop right there, or I'll start
wailing on your waxy, pointed ass!

Jay starts pounding on the Bug with the metal pole.

INT. BUG - NIGHT

Kay almost has his fingers around the stock of the gun --
The POUNDING on the outside distracts him and he turns --
the gun shifts away.

EXT. WORLD'S FAIR - NIGHT

The Bug grabs the metal pole and yanks it out of Jay's hands.
He swings at Jay -- Jay dodges the blow and falls to the
grass.

The Bug slices down with razor-sharp claws at Jay --

-- Jay rolls out of the way, just as the mean-looking claws
dig into the grass.

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.

BUG'S POV of Jay there, upside-down from this perspective,
lurking between the Bug's legs.

EXT. WORLD'S FAIR - NIGHT

The Bug opens its jaws and SNAPS at Jay -- who propels himself
backward out of harm's way.

The Bug starts climbing the tower. Jay howls in frustration.

JAY
What are you, afraid of me? Come on!
Stand and fight like an arthropod!

In frustration, Jay screams and throws himself on the Bug,
hanging onto its back, trying to drag it down.

JAY
You want a piece of this, huh?! Maybe
you're a badass in your hive, but
this is New York City. You're just
another tourist here!

The Bug flicks him off with his tail -- sending him SAILING
twenty feet through the air.

Jay CRASHES into the dumpster, landing on a heap in front of
the garbage.

But, scratched and beat-up, Jay still doesn't quit -- he
stands to yell at the Bug, extending his arm at the creature.

JAY
You're messing with the wrong species,
Bug --

He notices something on his arm... a cockroach running down
his sleeve. He flicks it off...

Looks down at the ground... sees another roach... looks over
to the dumpster behind him... there are more of them... a
whole mob, in fact... fifty or sixty of the critters, climbing
out of a rusted hole in the dumpster...

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...

Jay leaps to his feet and moves to the glistening mob of
insects...

JAY
Hey, Bug!

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
If I'm not mistaken, that was a cousin
of yours.

He knows he's getting to him. He steps toward the Bug --
moving his foot over another roach.

CRUNCH! He crushes another one.

JAY
Whoa! That had to hurt. And, what
d'you know, here's your old Uncle
Bob!

He steps forward again -- CRUNCH!

ON THE BUG. He turns around, anger burning in his eyes.

INT. BUG - NIGHT

Kay's hand reaches closer and closer to the gun...

EXT. WORLD'S FAIR - ON JAY - NIGHT

Jay keeps moving toward the Bug, finding new roaches to tread
on -- holds his foot over another one.

JAY
What's that? Can you hear what he's
saying? 'Help me! Help me!'

CRUNCH. [ON] THE BUG as he starts climbing down the tower
and moving toward Jay.

ON JAY. They are moving toward each other in a show down --
Jay moves on, poising his foot over another roach.

JAY
Ooh! There's a pretty one. That one
looks kinda familiar, don't you think?
I know who that is!

The Bug is right over Jay now, jaws dripping ready to gobble
him up.

BUG
Don't do that!

Jay stares right back at the Bug. Inside, he sees Kay's hand,
closing around the trigger of the shotgun. He brings it
around, pointing up, straight at the Bug's head.

JAY
That's your Momma!

He moves to CRUNCH the roach -- The Bug moves to chomp Jay --
Jay stares up at him, unflinching...

JAY
Didn't she ever teach you not to
bite off more than you can chew?

And at that very moment...

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 sailing one
way; 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.

The ICON drops to the ground, rolls over to Jay's feet, and
CLATTERS to rest like a silver dollar on a barroom floor.

He calmly bends down and picks it up. Jay is pissed and starts
in on Kay.

JAY
You son of a --

Kay holds up a finger in a 'wait a minute' gesture -- pulls
out his pocket phone and hits a number.

KAY
Zed. Get a message to the Arquillians.
We have the galaxy.

INT. MIB HEADQUARTERS - NIGHT

Zed is standing at the console, a smile on his face. He
glances over at the console that displays alien arrivals and
departures on the earth. The red lights are coming back on.

ZED
I think the word's already out. Our
friends are coming back.
(then)
Got an authorized landing at Times
Square. You and Jay check it out on
the way back... And pick me up one
of those soft pretzels, while you're
at it. Extra salt. I feel like
celebrating.

EXT. WORLD'S FAIR - NIGHT

Kay flips the phone closed.

KAY
You were saying?

JAY
Getting eaten!? That was your plan!?

KAY
(shrugs)
Worked.

As they argue, behind them, unseen, THE FRONT HALF OF THE
BUG RAISES ITSELF UP on its forearms, eyes gleaming with
hate, jaws dripping -- ready to lower itself onto Kay and
Jay.

JAY
After I got the shit beat out of me!

KAY
And I almost got digested. It goes
with the job.

JAY
You coulda told me what you were
doing.

KAY
There wasn't time, sport!

HISSS! The Bug attacks, swinging its head down on them. They
turn to see it, 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, the weapon and Laurel dripping
the Bug innards.

LAUREL
Interesting job you guys got.

ON THE SKY. Bits of Bug juice still flying through the air.

INT. A CAR ON THE ADJOINING FREEWAY - NIGHT

The driver sees something tumbling toward the windshield. He
winces.

-- AND THE BUG'S REMAINS SPLAT AGAINST THE WINDSHIELD.

The driver grimaces at the mess.

DRIVER
Damn bugs.

He reaches down and hits a button. Wiper fluid squirts onto
the windshield and the wipers spread the bug goo everywhere.

CUT TO:

EXT. MIB BUILDING - NIGHT

Kay's LTD is parked outside Men in Black headquarters. LAUREL
leans her back against the car. We see JAY and KAY walking
away in the distance.

JAY
Look, I know we got rules, but she
did just bust the Bug for us. And so
maybe you don't have to flashy thing
her.

Kay pulls out the neuralyzer.

JAY
Who's she gonna tell, anyway? She
only hangs out with dead people.

KAY
Not her. Me.
(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
Oh no, I can't do this job by myself.

LAUREL
(walking towards them)
Hey, guys, we're nowhere near my
apartment. We're not even on the
right island.

KAY
Maybe you won't have to.

Kay starts dialing back the neuralyzer.

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. Here's one:

METS' CENTERFIELDER SAYS:
"UFO MADE ME MISS HOME RUN BALL!"

And here's another one:

DETROIT HAS CAR THAT DEFIES GRAVITY!
Secret Tests in N.Y.'S Tunnel

And a third:

MAN AWAKENS FROM 30-YEAR COMA
Returns to Girl He Left Behind

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.

JAY
I'll talk to Dennis Rodman, it's his
damn planet.

ELLE
Let's roll.

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 CLICKS
into a dozen other big blue balls just like it.

FADE OUT.

THE END

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