STAR TREK II: THE WRATH OF KHAN
                               Screenplay by
                              Jack B. Sowards
                                  Story by
                               Harve Bennett
                                    and
                              Jack B. Sowards
                                                        REVISED FINAL DRAFT
                                                               May 24, 1982
1.
STAR TREK II:  THE WRATH OF KHAN
        MAIN TITLE SEQUENCE (TO BE DESIGNED)
        FADE IN:
1       IN BLACK                                        1
        Absolute quiet.  SOUND bleeds in.  Low Level b.g. NOISES
        of Enterprise bridge, clicking of relays, minor
        electronic effects.  We HEAR as FEMALE VOICE.


                                SAAVIK'S VOICE
                Captain's log.  Stardate eighty-
                one-thirty point three.  Starship
                Enterprise on training mission to
                Gamma Hydra.  Section Fourteen,
                coordinates twenty-two/eighty-seven/
                four.  Approaching Neutral Zone, all
                systems normal and functioning.
        INT. ENTERPRISE BRIDGE
        As the ANGLE WIDENS, we see the crew at stations; (screens
        and visual displays are in use); COMMANDER SULU at the
        helm, COMMANDER UHURA at the Comm Console, DR. BONES McCOY
        and SPOCK at his post.  The Captain is new - and
        unexpected.  LT. SAAVIK is young and beautiful.  She is
        half Vulcan and half Romulan.  In appearance she is Vulcan
        with pointed ears, but her sin is fair and she has none
        of the expressionless facial immobility of a Vulcan.
                                SULU
                Leaving Section Fourteen for
                Section Fifteen.
                                SAAVIK
                Stand by.  Project parabolic course
                to avoid entering Neutral Zone.
                                SULU
                Aye, Captain.  Course change
                projected.
                                UHURA
                     (suddenly)
                Captain! I'm getting something
                on the distress channel.
                                                                                                (CONTINUED)
2.
1       CONTINUED:                                      1
                                SAAVIK
                On speakers!
                                MAN (V.O.)
                        (filtered, distorted)
                Imperative!  This is the Kobayashi
                Maru, nineteen periods... out of
                Altair Six.  We have struck... a
                gravitic mine,... and have lost
                all power.
                        (STATIC)
                Our hull is penetrated and we
                have sustained many casualties.
                        (STATIC)
                                UHURA
                        (into headset)
                This is the Starship Enterprise.
                Your message is breaking up.  can
                you give us your coordinates?
                Repeat.  This is the Starship...
                                MAN (V.O.)
                        (filtered)
                Enterprise, our position is Gamma
                Hydra, Section Ten.
                                SAAVIK
                        (to herself)
                In the Neutral Zone.
                                MAN (V.O.)
                        (filtered, distorted)
                Hull penetrated, life support...
                systems failing.  Can you assist
                us,... Enterprise?  Can you
                assist us?!
                                SAAVIK
                Data on the Kobayashi Maru!
        Tactical on big screen.
                                COMPUTER VOICE
                Subject vessel is a third class
                neutronic fuel carrier, crew of
                eighty-one, three hundred passengers.
                                                                                                (CONTINUED)
3.
1       CONTINUED:  (2)                         1
                                SAAVIK
                        (to herself)
                Damn.
                        (then)
                Mister Sulu?  Plot an intercept
                course.
                                SULU
                May I remind the Captain that if a
                Starship enters the Zone -
                                SAAVIK
                I'm aware of my responsibilities,
                Mister.
                                SULU
                Estimating two minutes to intercept.
                        (with a nod)
                ... Now entering the Neutral Zone...
2       INT. ENTERPRISE BRIDGE - ANOTHER ANGLE          2
                                COMPUTER VOICE
                Warning!  We have entered the
                Neutral Zone.
                                SPOCK
                We are now in violation of Treaty,
                Captain.
        ON SCREEN:   Enterprise approaches the stricken vessel.
                                SAAVIK
                        (into intercom)
                Stand by transporter room, ready
                to beam survivors aboard.
                                UHURA
                Captain, I've lost their signal!
                                COMPUTER VOICE
                Alert!  Sensors indicate three
                Klingon Crusiers, bearing three-
                one-six, mark four.  Closing fast.
                                SAAVIK
                Visual!
        ON SCREEN we see the approach of the Klingon vessels, they
        are dark and sinister.
                                        (CONTINUED)
4.
2       CONTINUED:                                      2
                                SAAVIK
                        (continuing)
                Battle stations!  Activate shields!
        The ALARM SOUNDS.
                                SULU
                Shields activated.
                                SAAVIK
                Inform the Klingons we re on a
                rescue mission...
                                UHURA
                They're jamming al the frequencies,
                Captain!
                                COMPUTER VOICE
                Klingons on attack course and
                closing!
        Screen verifies this.  Saavik makes an agonized choice.
                                SAAVIK
                We're over our heads, Mister Sulu
                get us out of here!
                                SULU
                I'll try, Captain.
                                COMPUTER VOICE
                Alert!  Klingon torpedoes activated.
                Alert!
        The image flops:   more Klingons approach.  They FIRE
        photon torpedoes.
                                SAAVIK
                Evasive action!
        Sulu does his best, but Enterprise is hit; Sulu is hurled
        from his station, and Bones hurries to him.
                                SAAVIK
                        (continuing)
                Engineering:   damage report

                                SCOTTY'S VOICE
                        (INTERCOM)
                Main energizer hit, Captain!

                                        (CONTINUED)
4.
2       CONTINUED:   (2)                        2
                                SAAVIK
                Engage auxiliary power.  Prepare
                to return fire!
        The bridge takes another hit - a big one.  In its wake
        there is a second electrical EXPLOSION along the
        communications panel.  Uhura falls from her station.
        Bones rushes to her side amid the smoke and alarms.
                                A CADET
                Shields collapsing, Captain!
                                SAAVIK
                Fire all phasers...!
                                SPOCK
                No power to the weapons, Captain.
        Another hit:   reverberating flashes of spark and flame
        on the bridge.  Spock dies.  Bones comes to him, but
        even as he coughs his way through the smoke, a final hit
        and Bones falls.  The room is smoke filled and a shambles.
        Saavik looks about in shock.
                                SCOTTY'S VOICE
                        (FILTERED)
                Captain, it's no use.  We're
                dead in space.
        Saavik digests this for a painful moment.  Then, touching
        a Comm button:
                                SAAVIK
                Activate escape pods.  Send out
                the Log Buoy... All hands abandon
                ship.  Repeat - all hands abandon
                ship!
                                KIRK'S VOICE
                        (FILTERED)
                All right, open her up.
        There is a loud CLANGING and -
3       FULL SHOT - ENTERPRISE BRIDGE           3
        The side wall of the "bridge" slides apart, REVEALING
        a lighted room beyond.  Through the opening strides
        KIRK.  He stops, surveys the shambles, and shakes his
        head.
                                        (CONTINUED)
6.
3       CONTINUED:                                      3
                                SAAVIK
                Any suggestions, Admiral?
                                KIRK
                Prayer, Mister Saavik.   The Klingons
                don't take prisoners.
                        (to technicians)
                Lights!
                        (to Spock)
                Captain.
                                SPOCK
                Trainees to the briefing room.
                                WOMAN (V.O.)
                        (intercom)
                Maintenance Crew, report to
                Bridge simulator.  Maintenance
                Crew, report to Bridge simulator.
        Sulu awakens with a grin.  Uhura straightens herself
        demurely.  The trainees head toward the distant room.
        Spock rises and leaves.  Bones remains on the floor,
        head propped in his hand, whimsically.
                                KIRK
                Physician, heal thyself.
                                BONES
                Is that all you gotta say?  Well,
                what about my performance?
                                KIRK
                I'm not a drama critic.
        Bones rolls his eyes and rises.  Kirk sees Saavik who
        has not moved.
                                KIRK
                        (continued)
                Well, Mister Saavik, are you going
                to stay with the sinking ship?
                                SAAVIK
                Permission to speak candidly,
                sir?
                                KIRK
                Granted.
                                        (CONTINUED)
7.
3       CONTINUED:  (2)                         3
                                SAAVIK
                        (fights emotion)
                I don't believe this was a fair
                test of my command abilities.
                                KIRK
                And why not?
                                SAAVIK
                Because... there was no way to win.
                                KIRK
                A no-win situation is a possibility
                every commander may face.  Has that
                never occurred to you?
                                SAAVIK
                ... No sir.  It has not.
                                KIRK
                How we deal with death is at least
                as important as how we deal with
                life, wouldn't you say?
                                SAAVIK
                        (falters)
                As I indicated, Admiral, that
                thought had not occurred to me.
                                KIRK
                Well, now you have something new
                to think about.  Carry on.
        She stays at attention.
                                WOMAN (V.O.)
                        (intercom)
                Engineering Cadets, assemble on
                C Level.  Engineering Cadets,
                assemble on C Level.
                                BONES
                Admiral?  Wouldn't it be easier
                to just put an experienced crew
                back on the ship?
                                KIRK
                Galloping about the Cosmos is a
                game for the young, Doctor.
        He leaves.  They look at each other.
                                        (CONTINUED)
8.
3       CONTINUED:  (3)                         3
                                UHURA
                        (offended)
                Now, what is that supposed to
                mean?
        HOLD ON Saavik.
4       INT.  CORRIDOR OUTSIDE THE SIMULATION ROOM - DAY        4
        Kirk rounds the corner and sees Spock, leaning against
        the wall.
                                KIRK
                        (dry)
                Aren't you dead?
        Spock almost smiles.
                                KIRK
                        (continuing)
                I assume you're loitering around
                here to learn what efficiency rating
                I plan to give to your cadets.
                                SPOCK
                I am considerably curious.
        They walk together.
                                KIRK
                They destroyed the simulator room
                and you with it.
                                SPOCK
                The Kobayashi Maru scenario
                frequently wreaks havoc with
                students and equipment.
                        (dry)
                As I recall you took the test
                three times yourself.  Your
                final solution   was, shall we say,
                unique?
                                KIRK
                        (solemn)
                It had the virtue of never having
                been tried.
9.
5       INT.  LOBBY/RECEPTION AREA              5
                                KIRK
                Oh, by the way, thank you for
                this.
        He lifts a book.
                                SPOCK
                I know of your fondness for
                antiques.
                                KIRK
                        (reads)
                'It was the best of times, it was
                the worst of times...'  Message,
                Spock?
                                SPOCK
                None of which I am consciously
                aware - except, of course, happy
                birthday - surely the best of
                times.
                                WOMAN (V.O.)
                        (intercom)
                Captain Spock, Captain Spock, space
                shuttle leaving in fifteen minutes.
        Kirk looks around uncomfortably, overlaps:
                                KIRK
                Where are you off to, now?
                                SPOCK
                The Enterprise.  I must check in
                before your inspection.  And you?
                                KIRK
                        (shortly)
                Home.
        He steps into a Turbo elevator.  The doors close as Spock
        watches, wiping the scene.
6       KIRK'S APARTMENT, TERRA - NIGHT         6
        Kirk reads the novel, trying to focus.  His flat befits
        an Admiral and a loner with a few possessions, except a
        collection of antiques.
                                                                                                        (CONTINUED)

10.
6       CONTINUED:                                      6
        WE HEAR A SOFT BONG.
        Startled, Kirk lowers the book and pushes a button.
        The door slides open and Bones enters. he carries two
        packages, one of them wrapped in brown paper.
                                KIRK
                Why, bless me, Doctor.  What beams
                you into this neck of the woods?
                                BONES
                'Beware Romulans bearing gifts.'
                Happy Birthday, Jim!
                                KIRK
                        (low)
                Thanks.
        With a flourish, Bones pulls out a bottle of blue liquid.
                                KIRK
                        (continuing)
                Romulan ale!  Why, Bones, you know
                this stuff is illegal -
                                BONES
                        (broad)
                I only use it for medicinal
                purposes.  I got aboard a ship that
                brings them in a case, every now
                and then, across the Neutral Zone.
                Now, don't be a prig...
                                KIRK
                        (reading the label
                        with difficulty)
                Twenty-two, eighty-three...
                                BONES
                Yeah, well it takes this stuff a
                while to ferment.
                                KIRK
                Hmm.
                                BONES
                Here.  Give me.
        He takes the bottle and pours; continue talking.
                                        (CONTINUED)
11.
6       CONTINUED:  (2)                         6
                                BONES
                        (continuing)
                Now, you open this one.
        Kirk starts to obey.
                                KIRK
                I'm almost afraid to.  What is
                it, Klingon aphrodisiacs?
                                BONES
                No.
        They drink.  The package is opened: a pair of gold
        "Ben Franklin" half-glasses.  (N.B.: Romulan ale is
        an INSTANT DRUNK:  both men react.)
                                KIRK
                Oh, Bones, this is... charming.
                                BONES
                For most patients your age, I
                usually recommend Retinax Five.
                                KIRK
                I'm allergic to Retinax.
                                BONES
                Exactly.  Cheers!  Happy birthday.
        He toasts.
                                KIRK
                        (reacts)
                Well, I don't know what to say -
                                BONES
                Thank you.
        An awkward silence.
                                BONES
                        (continuing)
                Damn it, Jim, what the hell's the
                matter wit you?  Other people
                have birthdays.  Why are we treating yours
                like a funeral?
                                KIRK
                Bones, I don't want to be lectured.
                                        (CONTINUED)
12.
3       CONTINUED:  (3)                         3
                                BONES
                What the hell do you want?  This is
                not about age!  And you know it!
                It's about you flying a goddamn
                computer console when you wanna be
                out there, hopping galaxies.
                                KIRK
                Spare me your notions of poetry,
                please.  We all have our assigned
                duties and.
                                BONES
                Bull.  You're hiding - hiding
                behind rules and regulations -
                                KIRK
                Who am I hiding from?
                                BONES
                From yourself, Admiral.
        Pause.  Kirk pours another drink.
                                KIRK
                Don't mince words, Bones.  What
                do you really think?
                                BONES
                        (mild take)
                Jim, I'm your doctor and I'm your
                friend.  Get back your command.  Get
                it back before you turn into part of
                this collection.  Before you really
                do grow old.
        They look at each other.
7       EXT. DEEP SPACE - NEAR CETI ALPHA V             7
        In f.g. is the U.S.S. RELIANT, an older, somewhat
        battered Starship of the ENTERPRISE class, with a
        slightly different configuration.  Reliant approaches
        an inhospitable-looking yellow planet:   CETI ALPHA V.
                                CHEKOV'S VOICE
                Starship log, Stardate eight-one-
                three-oh point four.  Log Entry
                by Commander Pavel Chekov.
                                (MORE)
                                        (CONTINUED)
13.
7       CONTINUED:                                      7
                                CHEKHOV'S VOICE (CONT'D)
                Starship USS Reliant on orbital
                approach to Ceti Alpha Six in
                connection with project GENESIS.
                We are...
8       INT. BRIDGE OF RELIANT          8
        Well-aged and distinctive.  The usual complement of officers
        and crew.  CAPTAIN CLARK TERRELL, about 45, soft spoken
        and in good shape, but somewhat laconic.
                                CHEKHOV
                ...continuing our search for
                a lifeless planet to satisfy the
                requirement of the test site for
                the Genesis Experiment.  So far,
                no success.
        Behind Terrell, surveying the data screen is COMMANDER
        CHEKOV, aged some, but still boyish.
                                TERRELL
                Standard orbit, please.
                        (beat)
                Mister Beach, any change in the
                surface scan?
                                BEACH
                Negative.  Limited atmosphere,
                dominated by craylon gas, sand...
                high velocity winds.  Incapable
                of supporting life forms.
        Forward screen: Ceti Alpha.
                                CHEKOV
                Does it have to be completely
                lifeless?
        Terrell rises and crosses to Chekov.
                                TERRELL
                Don't tell me you've found something.
                                CHEKOV
                        (points)
                We've picked up a minor energy flux
                reading on one dyno scanner.
                                        (CONTINUED)
14.
8       CONTINUED:                                      8
                                TERRELL
                Damn!  Are you sure?  Maybe the
                scanner's out of adjustment -
                                CHEKOV
                I suppose it could be a particle
                of preanimate matter caught in the
                matrix...
                                TERRELL
                All right.  Get on the Comm-Pic
                to Doctor Marcus.
                                KYLE
                Aye, sir.
                                TERRELL
                Maybe it's something that we can
                transplant, hmm.?
                                CHEKOV
                You know what she'll say...
9       EXT.  DEEP SPACE - REGULA I SPACE STATION               9
        A functional cluster of modules serves as a scientific
        complex, a futuristic White Sands, orbiting a small
        barren planetoid in b.g.:  Regula.
                                CAROL MARCUS'S VOICE
                        (FILTERED)
                Now let me get this straight.
                Something you can transplant??
                                CHEKOV'S VOICE
                Yes, Doctor.
10      INT.  SPACE STATION - CAROL'S LAB               10
        Big but deserted, except for Carol, in contact with
        Reliant.  Surrounded by equipment clearly meant for many
        workers, CAROL MARCUS is in her early forties, attractive
        and intelligent.  Static mars the transmissions.
        On the monitor:  Terrell and Chekov, looking hopeful.
                                CAROL
                Something you can transplant!
                        (sighs)
                I don't know.
                                        (CONTINUED)
15.
10      CONTINUED:                                      10
                                TERRELL
                But it may only be a particle
                of preanimate matter...
                                CAROL
                Then again it may not.  You boys
                have to be clear on this:  there
                can't be so much as a microbe or
                the show's off.
                        (she thinks)
                Oh, why don't you have a look?
                But if it is something that can be
                moved, I want...
                                TERRELL
                        (eager)
                You bet, Doctor.  We're on our
                way!
        Carol sighs as the image fades, not happy.
11      INT.  CORRIDOR, SPACE STATION REGULA I          11
        Carol walks through the labrynthine complex with DAVID,
        her son, a bright young scientist of twenty.  He is
        good looking and humorous.
                                DAVID
                Well, don't have kittens.
                Genesis is going to work.  They'll
                remember you in one breath with
                Newton, Einstein, Surak...
                                CAROL
                        (mock outrage)
                Thanks a lot.  No respect from
                my offspring -
                                DAVID
                Par for the course... Are you
                teaming up with me for bridge
                after dinner?
                                CAROL
                Maybe... What is it?
                                DAVID
                Every time we have dealings with
                Starfleet, I get nervous.
                                (MORE)
                                        (CONTINUED)
16.
11      CONTINUED:                                      11
                                DAVID (CONT'D)
                        (shrugs)
                We are dealing with something
                that COULD be perverted into
                a dreadful weapon.  Remember that
                overgrown Boy Scout you used to
                hang around with?  That's exactly
                the kind of man that would...
        They walk past the CAMERA, their VOICES FADING.
                                CAROL
                Listen, kiddo, Jim Kirk was many
                thing, but he was never a Boy
                Scout...
        HOLD ON the empty corridor.
12      EXT. RELIANT - DEEP SPACE               12
        orbiting Ceti Alpha V.
        VOICES OVER indicate the transporter room is ready.
                                MAN'S VOICE
                        Captain Terrell, stand by to
                        beam down.
13      EXT.  SURFACE CETI ALPHA V              13
        A YELLOW PLANET, in constant SWIRLING HURRICANE WINDS
        OF SAND.  Terrell and Chekov materialize.  Their VOICES
        FILTERED, are hard to make out.
        With the TRICORDER to guide them, they set out...
                                TERRELL
                        Chekhov, are you sure these are
                        the correct coordinates?
                                CHEKOV
                        Captain, this is the garden spot
                        of Ceti Alpha Six -
                                TERRELL
                I can barely see it -
17.
14      SEVERAL ANGLES                          14
        The difficult search, the men leaning into the wind -
15      TERRELL                                 15
        is ahead of Chekov on a slight rise -
                                CHEKOV
                There's nothing here!  The Tricorder
                must be broken.
16      ANGLE                                   16
        Terrell waves him frantically forward.  As Chekov moves
        up, we rise with him to the top of the ridge and look
        down.
                                TERRELL
                Chekhov!  Over here!
17      ANGLE - THEIR POV                       17
        A RUINED SERIES OF MAN-MADE STRUCTURES, half-buried in
        sand.  They look at each other in consternation.  Chekov
        is worried; something about all this is familiar.
        They descend towards the structures, now seen to be the
        wreckage of some sort of space craft.
        They pass but do not notice the FEDERATION LOGO, half
        buried next to their feet.
                                TERRELL
                Those look like cargo carriers...
                Hey, give me a hand.
18      INT. CARGO HOLD                         18
        Terrell and Chekov enter, dumbfounded.  THEIR POV.
        Someone lives here - there are beds, food, all jury-
        rigged, but no people.  Terrell checks a monitor.
                                TERRELL
                What the hell happened?  If they
                crashed, where's the rest of the
                ship?

                                        (CONTINUED)
18.
18      CONTINUED:                                      18
        They wander as they talk, picking up objects that bespeak
        a fairly sophisticated ad hoc environment: a laboratory
        in one hold, a kitchen; a LARGE SAND TANK filled with
        disgusting CETI EELS.
                                TERRELL
                        (continuing)
                What the hell is that?
        They enter a new chamber -
19      KHAN'S QUARTERS                         19
        on its side in the sand: the walls are not the floor,
        etc.  All in crookedness - like its owner.  On the
        floor, smiling at them (i.e., the wall) is a BABY.
        Tentatively they come over to it, looking around -
20      ANGLE - CHEKOV'S POV                    20
        Lethal-looking odd swords on one wall, a bookshelf;
        CAMERA PANS by 20th Century volumes; MOBY DICK,
        KING LEAR, THE HOLY BIBLE - and a seat belt dangling
        with the name on it - BOTANY BAY.
        Chekov mouths the words, softly at first, then aloud -
                                CHEKOV
                Botany Bay... Botany Bay!! -
                Oh, no!  We've got to get out of
                here -- now!  Damn!  Hurry!
        Terrell catches his urgency -
                                TERRELL
                What about... what - what about
                the...
                                CHEKOV
                Never mind that!   Hurry!  Hurry!
                                TERELL
                Chekhov, what's the matter with
                you?  Chekhov!
                                CHEKHOV
                Come on!  Hurry!
19.
21      EXT. CARGO HOLD AIRBAY          21
        Terrell and Chekov emerge, helmeted, then stop dead.
22      ANGLE - THEIR POV                       22
        A RING OF SUITED FIGURES has them surrounded.
23      INT. RELIANT - THE BRIDGE               23
        Mr. Beach, the duty officer, stands looking at Ceti
        Alpha V on the forward screen.
                                KYLE
                Starship Reliant to Captain Terrell
                ... This is Commander Kyle.  Will
                you please respond, Captain...
                Captain Terrell, respond please.
        Nothing.
                                BEACH
                        (thinks)
                Let's give it a little more time.
24      INT. CARGO HOLD - CETI ALPHA V          24
        Terrell and Chekov are held by FOUR STRONG MEN.  They
        seem to be waiting.  One of the men is JOACHIM.
        Out of the airlock steps a tall masked figure.  A
        moment of suspense as Terrell and Chekov watch, terrified.
        The mask is peeled back.
                                CHEKOV
                        (aloud despite himself)
                Khan!
        KHAN is startled by the recognition; comes over and
        examines Chekov and Terrell.
                                KHAN
                        (finally)
                I don't know you.  But you.  I
                never forget a face.  Mister Chekov,
                isn't it?
                        (wonderingly)
                I never thought to see your face
                again.
                                        (CONTINUED)
20.
24      CONTINUED:                                      24
                                TERRELL
                Chekov, who is this man?
                                CHEKOV
                A criminal.  Captain - a product
                of late Twentieth Century genetic
                engineering -
                                TERRELL
                What do you want with us?  Sir,
                I demand to be re-
                                KHAN
                        (mild)
                You are in a position to demand
                nothing, sir.  I, on the other
                hand, am in a position to grant
                nothing.  What you see is all that
                remains of the ship's company and
                crew of the Botany Bay, marooned
                here fifteen years ago by Captain
                James T. Kirk.
                                TERRELL
                Listen to me - you men and women -
                you haven't...
                                KHAN
                Save your strength, Captain, these
                people have sworn to live and die
                at my command two hundred years
                before you were born.  Do you mean
                he...
                        (i.e. Chekov)
                ... never told you the take?
                        (to Chekhov)
                To amuse your Captain?  No?
                Never told you how the Enterprise
                picked up the Botany Bay, lost in
                space from the year nineteen-
                ninety-six, myself and the ship's
                company in cryogenic freeze?
                                TERRELL
                I've never even met Admiral Kirk -
                                KHAN
                Admiral?  Admiral?!  Admiral Kirk.
                                (MORE)
                                        (CONTINUED)
21.
24      CONTINUED:  (2)                         24
                                KHAN (CONT'D)
                He never told you how Admiral Kirk
                sent seventy of us into exile on
                this barren sand heap with only the
                contents of these cargo bays to
                sustain us?
                                CHEKOV
                You lie!  On Ceti Alpha Five there
                was life, a fair chance -
                                KHAN
                THIS is Ceti Alpha Five.  Ceti
                Alpha Six exploded six months
                after we were left here.  The
                shock shifted the orbit of this
                planet and everything was laid
                waste.  Admiral Kirk never
                bothered to check on our progress.
                It was only the fact of my
                genetically engineered intellect
                that enabled us to survive!
                On earth, two hundred years ago,
                I was a prince, with power over
                millions!
                                CHEKOV
                Captain Kirk was your host!  You
                repaid his hospitality by trying
                to steal his ship and murder him.
                                KHAN
                You didn't expect to find me.
                You thought this was Ceti Alpha
                Six.  Why are you here?
        They don't answer.  Khan goes over to Terrell and, WITH
        ONE HAND, LIFTS HIM INTO THE AIR -
                                KHAN
                        (continuing)
                Why?!
        Terrell gasps, stays silent.
        Khan goes over to the tank and dips a kind of strainer in,
        pulling out TWO CETI EELS - wriggling items -
                                        (CONTINUED)
22.
24      CONTINUED:  (3)                         24
                                KHAN
                        (continuing)
                Allow me introduce you to Ceti
                Alpha Five's only remaining
                indigenous life form; what do you
                think? They've killed twenty of
                my people, including my beloved
                wife.  Oh, not all at once, and
                not instantly, to be sure.  You
                see, their young enter through
                the ears and wrap themselves
                around the cerebral cortex.  this
                has the effect of rendering the
                victim extremely susceptible to
                suggestion.  Later, as they grow,
                follows madness - and death.
                                CHEKOV
                Khan!  Listen to me!
        As he speaks Khan dumps an eel into each of their helmets;
        he swirls the helmets around as though he were mixing
        martinis -
                                KHAN
                These are pets, of course.  Not
                quite domesticated.
                                CHEKOV
                Khan... Captain Kirk was only
                doing his duty!
25      CLOSEUP - KHAN - CAMERA IN              25
                                TERRELL (O.S.)
                No!  No!
        At a sign, the helmets are slammed down.  As the muffled
        shrieks are heard from within, the eels crawl across
        the faces of Chekov and Terrell; with unerring instincts
        they head for the ears of the two hapless men.  There is
        some atrocious pain as they enter - then dazed calm.
                                KHAN
                That's better!  Now:  tell me why
                you are here - and tell me where
                I may find James Kirk.
23.
26      EXT. ORBITING SPACE DOCK AREA - TERRA (FEATURE STOCK)   26
        A SPACE SHUTTLE moving toward us.
                                ENTERPRISE VOICE
                Enterprise to Admiral Kirk's
                shuttle.  Prepare for docking.
                Approach port side, torpedo bay.
27      INT. SPACE SHUTTLE                      27
        A new composite.  Bones, Sulu, Uhura, and Kirk - who
        sits, reading.  Through the windows we can see the
        approach to the Starship ENTERPRISE.  Kirk looks up,
        nods, Sulu activates a Comm button.
                                SULU
                Enterprise, this is Admiral Kirk's
                party on final approach.
                                ENTERPRISE VOICE
                        (FILTERED)
                Enterprise welcomes you.  Prepare
                for docking.
        Kirk looks up from his book as Sulu sits next to him.
                                KIRK
                I hate inspections.
                                SULU
                I'm delighted; any chance to go
                aboard the Enterprise.
                                KIRK
                Well, I for one, am delighted
                to have you at the helm for
                three weeks.  I don't think
                these kids can steer.
        Sulu laughs.
28      EXT. SPACE DOCK - TERRA (FEATURE STOCK)         29
        The shuttle approaches the mammoth airstrip.  As we
        near the ship, a few WORK CREWS IN SPACE flit about her
        hull, working.
24.
29      EXT. ENTERPRISE (FEATURE STOCK)         29
        The shuttle makes its way tot he docking lock of the
        mother ship and settles in place.
30      INT. ENTERPRISE DOCKING BAY             30
        A reception group awaits, led by Captain Spock.  Saavik
        stands at his side, in company of the trainee crew.
        Also present: CHIEF ENGINEER MR. SCOTT, and members of
        his staff in their distinctive uniforms.
                                SPOCK
                Open the airlock.
        The doors open..  Kirk and his staff are piped aboard by
        an electronic version of the boatswain's traditional
        whistle.  Kirk salutes the Federation symbol and steps
        forward to exchange salutes with Spock.
                                KIRK
                Permission to come aboard,
                Captain.
                                SPOCK
                Welcome aboard, Admiral.  I think
                you know my training crew.  Certainly
                they have come to know you.
                                KIRK
                        (dryly to Saavik)
                Yes, we've been through death and
                life together.
        Saavik stiffens slightly - humor is not her forte.
                                KIRK
                        (continuing, to Scotty)
                Mister Scott, you old space dog.
                You're well?
                                SCOTTY
                I had me a wee bout, sir - but, uh,
                Doctor McCoy pulled me through.
                                KIRK
                A wee bout of what?
        Uncomfortable, Scotty exchanges a glance with Bones -
                                        (CONTINUED)
25.
30      CONTINUED:                                      30
                                BONES
                Shore leave, Admiral.
                                KIRK
                Oh, yes.
        He stops before a BRIGHT-FACED FOURTEEN-YEAR-OLD, standing
        so stiff he looks like he'll break -  in an engineer's
        uniform.
                                KIRK
                        (continuing)
                And who do we have here?
                                PRESTON
                        (breathless)
                Midshipman First Class Peter Preston,
                engineer's mate, SIR.
        A big salute.  Kirk is amused, returns the salute.
                                KIRK
                First training voyage, Mister
                Preston?
                                PRESTON
                Yes, SIR.
                                KIRK
                I see.  Well, shall we start with
                the engine room?
        He moves, followed by his staff.
                                SCOTTY
                        (eying his protege)
                We'll see you in there, sir.  And
                everything is in order!
                                KIRK
                That will be a pleasant surprise,
                Mister Scott!
                                SPOCK
                We'll see you on the bridge,
                Admiral.
                        (to crew)
                Company dismissed!
        Kirk and party leave.  CAMERA PUSHES IN ON SPOCK AND
        SAAVIK.  They speak in Vulcan with SUBTITLES.
                                        (CONTINUED)
26.
30      CONTINUED: (2)                          30
                                SAAVIK
                He's never what I expected, sir.
                                SPOCK
                What surprises you, Lieutenant?
                                SAAVIK
                        (uncertain)
                He's so... human.
                                SPOCK
                Nobody's perfect, Saavik.
31      INT. ENTERPRISE ENGINE ROOM - LOOKING DOWN              30
        FEATURING power room separated by glass from the rest
        of the facilities.  Bones, Sulu, Uhura, and some
        trainees watch as Kirk inspects one console.
                                KIRK
                Well, Mister Scott, are your
                cadets capable of handling a
                minor training cruise?
                                SCOTTY
                Give the word, Admiral.
                                KIRK
                Mister Scott, the word is given.
                                SCOTTY
                Aye, sir.
        He moves off, followed by Preston, who gives one last
        salute as Kirk leaves, followed by Bones.
                                BONES
                        (dry)
                Admiral!  What about the rest of
                the inspection?
                                KIRK
                        (mouths word)
                Later.
                                        (CONTINUED)
27.
32      CONTINUED:                                      32
        They step into the Turbo Lifts.
33      INT. ENTERPRISE BRIDGE          33
        The real one, no doubt!  CAMERA REVEALS the maze detail:
        winking and blinking displays, all HANDS at station,
        a hum of activity, Uhura and Sulu are in familiar chairs,
        Spock in the captain's chair, Saavik in the First
        Officer's position.  Kirk and Bones stand towards the
        rear.
                                INTERCOM VOICE
                This is Starfleet Operations.
                Enterprise is cleared for departure.
                                SULU
                Admiral on the bridge!
                                SPOCK
                Very well, Mister Saavik.  You
                may clear all moorings.
                                SAAVIK
                Aye, sir.
        Saavik punches data into her console.
34      EXT. SPACE DOCK AND ENTERPRISE (FEATURE STOCK)          34
        The dock slowly folds away from the ship.
35      INT. BRIDGE, ENTERPRISE         35
        Saavik watches instruments, punches data in response.
                                SAAVIK
                All moorings are clear, Captain.
                                SPOCK
                Thank you.
        Spock casts a glance at Kirk, then, to Saavik:
                                SPOCK
                        (continuing)
                Lieutenant, have you ever piloted
                a Starship out of space dock?
                                        (CONTINUED)
28.
35      CONTINUED:                                      35
                                SAAVIK
                Never, sir.
        Kirk tries to control his reaction.  Spock enjoys it.
                                SPOCK
                Take her out, Mister Saavik.
                                SAAVIK
                Aye, sir.
        Saavik settles herself in the chair, looks again at
        the console - Spock looks at Kirk.
                                SPOCK
                For everything, there is a first
                time, Lieutenant.  Don't you
                agree, Admiral?

                                KIRK
                        (casual)
                Mm-hm.
        They all stifle their responses.  Kirk is like a father
        watching his kid drive the family car for the first time.
                                SAAVIK
                Aft thrusters, Mister Sulu.
                                SULU
                Aft thrusters, sir.
36      EXT. ENTERPRISE (FEATURE STOCK)         36
        as the ship slowly and majestically leaves the dock.
37      INT. ENTERPRISE BRIDGE          37
        Activity hums.  Kirk starts to say something, but
        doesn't.  Bones looks at him.
                                BONES
                Would you like a tranquilizer?
        Kirk shakes his head, takes a breath -
                                SULU
                Ahead one quarter impulse power.
29.
38      EXT. SPACE DOCK ENTERPRISE (FEATURE STOCK)              38
        The ship clears the dock and begins heading into space.
39      INT. ENTERPRISE BRIDGE          39
        Kirk quietly lets his  breath out.
                                SULU
                We are free and clear to navigate.
                                SAAVIK
                Course heading, Captain?
        Spock turns inquiringly to Kirk.
                                KIRK
                Captain's discretion.
        Spock digests this with a light smile.
                                SPOCK
                Mister Sulu?  You may... indulge
                yourself.
                                SULU
                Aye, sir.
40      EXT. THE ENTERPRISE (STOCK FROM FEATURE)                40
        She gathers speed into the vastness of space..
41      EXT. SPACE - SPACE STATION REGULA I             41
42      INT. CAROL'S LAB                        42
        Huge and busy.  Among the scientists going about their
        tasks are JEDDA, a Deltan; MARCH, thin, intense; MADISON,
        black, easygoing.  they are all young and earnest.  Carol
        and David huddle over a computer console.
                                DAVID
                That about do it?
                                        (CONTINUED)
30.
42      CONTINUED:                                      42
                                CAROL
                I don't think there's another
                piece of information we could
                squeeze into the memory banks.
                Next time, we'll design a bigger
                one.
                                DAVID
                Hmm.  Who'd want to build it?
        Jedda at the Comm Console overlaps.
                                JEDDA
                Doctor Marcus?   Comm-Pic coming
                in on hyperchannel... It's the
                Starship Reliant.
        Carol moves forward as the others close in.
                                CAROL
                On the screen, please, Jedda.
        Buttons punched; the screen ebbs, flows and crackles
        on.  ON SCREEN is CHEKOV.
                                CHEKOV
                ... come in, please.  This is the
                Reliant calling Regula One.  Repeat.
                This is USS Reliant -
                                CAROL
                Commander, we are receiving.  This
                is Regula One.  Go ahead.
                                CHEKOV
                Ah, Doctor Marcus... good.  We're
                en route to you and should be
                there in three days.
                                CAROL
                En route?  Why?  We weren't
                expecting you for another three
                months.  Has something happened?
                                CHEKOV
                        (fractional pause)
                Nothing has happened.  Ceti Alpha
                Six has checked out.
        Pleased reactions from the scientists.
                                        (CONTINUED)
31.
42      CONTINUED:  (2)                         42
                                CAROL
                Well, I - I don't understand
                why you're coming about.
                                CHEKOV
                We have received new orders.  Upon
                our arrival at Regula One, all
                materials of Project Genesis will
                be transferred to this ship for
                immediate testing on Ceti Alpha Six.
        Consternation in the lab.  David is livid - the words
        "bullshit" are overlapped by his mother.
                                DAVID
                Who in the hell do they think
                they are?!
                                CAROL
                Will you please be quiet!
                        (back to console)
                Commander Chekov, this is completely
                irregular!

                                CHEKHOV
                I have my orders.
                                DAVID
                        (to Carol)
                Pin him down, Mother!
                        (to Chekhov)
                Who gave the order?!
        Chekov hesitates, seems to be listening to someone off
        the monitor.
                                CHEKOV
                The orders came from Admiral James
                T. Kirk.
        Sensation in the lab.
                                DAVID
                I knew it!  I knew it!  All along
                the military's wanted to get
                their hands on this -
        He starts to press a button; Carol pushes his hand
        away and communicates herself.
                                        (CONTINUED)
32.
42      CONTINUED:  (3)                         42
                                CAROL
                This is completely improper,
                Commander Chekov.  I have no
                intention of allowing Reliant or
                any other unauthorized personnel
                access to our work or materials.
                                CHEKOV
                        (pauses; listens)
                I'm sorry you feel that way, Doctor.
                Admiral Kirk's orders are confirmed.
                Please prepare to deliver Genesis
                to us upon our arrival.  Reliant out.
        The image fades.
43      INT. BRIDGE OF RELIANT          43
        Chekov, in a MATCHED CUT, turns away as CAMERA WIDENS
        TO REVEAL KHAN by his side.  He is charming.
                                KHAN
                Well done, Commander.
                                CHEKOV
                You realize, sir, that they will
                attempt to contact Admiral Kirk
                and confirm the order.
        Khan smiles, more charming than ever as we MOVE IN.
44      EXT. SPACE - ENTERPRISE (FEATURE STOCK)         44
        In no particular hurry.
45      INT. ENTERPRISE CORRIDOR                45
        Kirk waits for the Turbo Lift, which opens at last.  As
        he gets in -
                                SAAVIK'S VOICE
                Hold please - !
        Kirk holds and Saavik dashes in.  She is surprised to
        see him.
                                SAAVIK
                        (continuing)
                Thank you, sir.
                                        (CONTINUED)
33.

45      CONTINUED:                                      45
        Kirk nods, the doors close.  There is an uneasy forced
        intimacy between them.
                                KIRK
                Lieutenant, are you wearing your
                hair differently?
                                SAAVIK
                It's still regulation, Admiral.
                                KIRK
                Mm-hm.
        She reaches out and touches a button.  The lift stops.
                                SAAVIK
                        (continuing)
                May I speak, sir?
                                KIRK
                Self-expression doesn't seem to
                be one of your problems.
                        (pause)
                You're bothered by your performance
                on the Kobayashi Maru.
                                SAAVIK
                I failed to resolve the situation.
                                KIRK
                There is no correct resolution.
                It's a test of character.
                                SAAVIK
                May I ask how you dealt with the
                test.
                                KIRK
                        (amused)
                You may ask.
        She starts.

                                KIRK
                        (continuing)
                That's a little joke.
                                SAAVIK
                Humor... It is a difficult
                concept... it is not logical...
                                        (CONTINUED)
34.
45      CONTINUED:  (2)                         45
                                KIRK
                We learn by doing.
        She's a laff a minute.  Kirk pushes the button; the
        elevator starts.  She studies him, considering  No
        doubt about it, the attraction is mutual and she has
        no idea how to handle  it.  The lift stops and the
        doors open.
                                BONES
                Who's been holding up the damn
                elevator?
        He reacts to them.  Saavik exits demurely.
                                SAAVIK
                Thank you, sir.
        Bones enters and the doors close.  Kirk studies the
        ceiling.
                                BONES
                Did she changed her hairstyle?
                                KIRK
                I hadn't noticed.
                                BONES
                        (finally)
                Wonderful stuff, that Romulan ale -
                                UHURA'S VOICE
                Admiral Kirk -
                                KIRK
                Kirk here.
                                UHURA'S VOICE
                I have an urgent Comm-Pic from
                Space Lab Regula One for you, sir.
                Doctor Carol Marcus.
                                KIRK
                I'll take it in my quarters,
                Uhura.
                                UHURA
                Aye, sir.
        Awkward silence.
                                        (CONTINUED)
35.
45      CONTINUED:  (3)                         45
                                BONES
                It never rains but it pours -
                                KIRK
                As a physician you of all people
                should appreciate the dangers of
                re-opening old wounds.
        The elevator stops.  Kirk leaves.  The doors close.
                                BONES
                        (annoyed with
                        himself)
                Sorry.
46      INT. KIRK'S QUARTERS                    46
        FEATURING VIEW SCREEN:  A scramble of interference and
        noise.  A piece of Carol's VOICE breaks through now
        and again as we PULL BACK REVEALING a frustrated Kirk.
        Carol's face appears.  The image will never be stable
        for long; sometimes the sound will be covered.
                                CAROL
                Jim, can you read me?
                                KIRK
                I can hear you, Carol.  what's
                wrong?
                        (STATIC)
                Well, what's the matter?
                                CAROL
                Why are you taking Genesis away
                from us?!
                                KIRK
                Taking Genesis?  Who's taking
                Genesis?
                                CAROL
                I can see you, but I can't hear!
                                KIRK
                Carol!
                                CAROL
                Jim, did you give the order?
                                        (CONTINUED)
36.
46      CONTINUED:                                      46
                                KIRK
                What order?  Who's taking Genesis?
                                CAROL
                ... Please help us, Jim... I will
                not let them have Genesis without
                proper authorization.
                                KIRK
                I've got... Have Genesis?!  Who
                said... !
                                CAROL
                On whose authority can they do
                this?!
                                KIRK
                        (shouts)
                No one's authority!
                                CAROL
                Jim, please do something!

        But the picture is irrevocable scrambled now.  Kirk
        pounds the Comm in frustration.
                                KIRK
                Uhura!  What's happening?
                                UHURA'S VOICE
                Transmission jammed at the source,
                sir.
                                KIRK
                Alert Starfleet Headquarters.
                                UHURA'S VOICE
                Aye, sir!
                                KIRK
                I want to talk with Starfleet Command.
37      INT. REGULA I LAB                       37
        Everyone is talking at once.
                                CAROL
                We must have order here.
                        (as they subside)
                This has to be some sort of mistake.
                                        (CONTINUED)
37.
47      CONTINUED:                                      47
                                DAVID
                Mistake?  We're all alone here.
                They waited until everyone was on
                leave to do this.  Reliant is
                supposed to be at our disposal,
                not vice-versa.
                                MADISON
                It seems clear Starfleet never
                intended that -
                                CAROL
                I know that!  But I can't -
                                DAVID
                I've tried to warn you before!
                Scientists have always been pawns
                of the military -
                                CAROL
                        (angry)
                Starfleet has kept the peace for

                a hundred years.  I cannot and
                will not subscribe to your
                interpretation of this event.
        Silence.
                                JEDDA
                        (Deltan cool)
                You may be right, Doctor, but what
                about Reliant?  She's on her way.
        Carol reacts:  this is certainly true.
48      INT. SPOCK'S QUARTERS           48
        Spock is at mediation as Kirk enters quietly.  Spock
        looks up.

                                KIRK
                We have a problem.  Something
                may be wrong at Regula One.  We've
                been ordered to investigate.
                                SPOCK
                If memory serves, Regula One is a
                scientific research laboratory.
                                        (CONTINUED)
38.
48      CONTINUED:                                      48
                                KIRK
                I told Starfleet Command all we
                had was a boatload of children
                but we're the only ship in the
                quadrant.  Spock:  these cadets
                of yours - how good are they?
                Will they respond under real
                pressure?
                                SPOCK
                Like all living things, each
                according to his gifts.  Of
                course, the ship is yours.
                                KIRK
                No.  That won't be necessary.
                Just get me to Regula One.
                                SPOCK
                As a teacher on a training mission,
                I am content to command the
                Enterprise.  If we are to go on
                actual duty, it is clear that the
                senior officer on board must assume
                command.
                                KIRK
                It may be nothing.  Garbled
                communications.  You take the ship.
                                SPOCK
                Jim... you proceed from a false
                assumption.  I'm a Vulcan.  I have
                no ego to bruise.
        Kirk smiles in bemused wonderment.
                                KIRK
                You're about to remind me that
                logic alone dictates your actions?
                                SPOCK
                I would not remind you of that which
                you know so well.
                        (pause)
                If I may be so bold, it was a
                mistake for you to accept promotion.
                Commanding a Starship is your first,
                best destiny.  Anything else is a
                waste of material.

                                                 (CONTINUED)
39.
48      CONTINUED:  (2)                         48
                                KIRK
                I would not presume to debate you.

                                SPOCK
                That is wise.  In any case, were I
                to invoke logic, logic clearly dictates
                that the needs of the many outweigh
                the needs of the few.
                                KIRK
                Or the one.
        Spock inclines his head.
                                SPOCK
                You are my commanding officer.  You
                are also my friend.  I have been
                and always shall be yours.
49      INT. ENTERPRISE BRIDGE          49
        The activity is normal.  The Turbo Lift opens and Kirk

        strides in.  Bones and Saavik react to the following:
                                KIRK
                Stop energizers.
                                SULU
                Stop energizers.
                                KIRK
                Prepare speakers.
        They look wonderingly.  Kirk takes a breath -
                                KIRK
                        (continuing)
                An emergency situation has arisen.
                By order of Starfleet Command, as
                of now, eighteen hundred hours, I
                am assuming command of this vessel.
                Duty officer so note in the ship's log.
                Plot a new course:  for Space Laboratory
                Regula One.
                        (pushes a button)
                Mister Scott?
                        SCOTTY'S VOICE
                Aye, sir.
                                        (CONTINUED)
40.
49      CONTINUED:                                      49
                                KIRK
                We'll be going to warp speed -

                                SCOTTY'S VOICE
                Aye, sir -
                                SULU
                        (overlapping)
                Course plotted for Regula One,
                Admiral...
                                KIRK
                Engage warp engines -
                                SAAVIK
                        (comes out of being
                        stunned)
                Prepare for warp speed.
                                SULU
                Ready, sir.
                                KIRK
                        (to crew and
                        trainees)
                In know that none of you were
                expecting this.  I'm sorry.  I'm
                going to have to ask you to grow
                up a little bit sooner than you
                expected.
                        (to Sulu)
                Warp five, Mister Sulu.
                                SULU
                        (to himself)
                Well, so much for the little
                training cruise.
        And with a great thrust of energy -
50      EXT. SPACE - ENTERPRISE (FEATURE STOCK)         50
        The ship accelerates, and then, with an eye-filled
        burst, whips ahead to warp speed, disappearing.
51      EXT. SPACE, FEATURING THE RELIANT
        moving towards us, in opposite to the previous SHOT,
        close enough for us to read her markings.
                                        (CONTINUED)
41.
51      CONTINUED:                                      51
                                WOMAN'S VOICE
                Course to intercept Enterprise
                ready, sir.
                                KHAN'S VOICE
                Excellent!
52      INT. RELIANT BRIDGE                     52
        Khan occupies the Captain's chair.  We PULL BACK:  the
        crew of the RELIANT has been replaced by Khan's
        followers in their odd-looking clothes.
        At the helm is Joachim, Khan's lieutenant.  He is the
        largest and brightest of Khan's group.  Terrell sits in
        the First Officer's chair, Chekov at the Comm Console.
        Their behavior is normal, save for subtle hesitation,
        symptoms of their mind-controlled state.
                                KHAN
                Helmsman?
                                JOACHIM
                Sir, may I speak?  We're all with
                you, sir, but consider this.  We
                are free, we have a  ship and the
                means to go anywhere we will.  We have
                escaped from permanent exile on Ceti
                Alpha Five.  You have proved your
                superior intellect and defeated the
                plans of Admiral Kirk.  You do not
                need to defeat him again.
                                KHAN
                He tasks me!  He tasks me!  And I
                shall have him.  I'll chase him
                round the moons of Nibia and round
                the Antares malestrom and round
                perdition's flames before I give
                him up.
                        (as no one speaks)
                Prepare to alter course.
53      EXT. SPACE STATION REGULA I             53
        Floating quietly around the planet below.  Tranquil
        as we PUSH SLOWLY IN.
        OVER we can hear, FILTERED, UHURA'S VOICE:
                                        (CONTINUED)
42.
53      CONTINUED:                                      53
                                UHURA'S VOICE
                Space Station Regula One, please
                come in.
54      INT. ENTERPRISE BRIDGE          54
        FEATURING Spock and Uhura, as she keeps trying -
                                UHURA
                Doctor Marcus, please respond!
                This is Enterprise call-
                        (beat, to Spock)
                - it's no use; there's no response
                from Regula One.
                                SPOCK
                But no longer jammed?
                                UHURA
                No, sir.  No nothing.
        Spock considers, moves to Kirk.
                                SPOCK
                There are two possibilities.
                They are unable to respond, they
                are unwilling to respond.
                                KIRK
                How far?
                                SPOCK
                Twelve hours, forty-three minutes,
                present speed.
                                KIRK
                Give up Genesis, she said.  What in
                God's name does that mean?  Give it
                up to whom?
                                SPOCK
                It might help my analysis if I knew
                what Genesis was.  Beyond the
                Biblical reference.
        Kirk looks at him, nods; rising now.
                                KIRK
                Uhura, have Doctor McCoy join us inn
                my quarters.
                                        (CONTINUED)
43.
54      CONTINUED:                                      54
                                UHURA
                Aye, sir.
                                KIRK
                Mister Saavik?  You have the con.
        They start for the Turbo Lifts as Saavik reacts -
55      KIRK'S QUARTERS                         55
        Kirk and Spock as Bones enters -
                                BONES
                I've got the sick bay ready.  Will
                someone please tell me what's
                going on?
                                KIRK
                        (dims lights)
                Computer.  Request security
                procedure and access to Project
                Genesis Summary.
                                COMPUTER VOICE
                Identify for retina scan.
                                KIRK
                Kirk, Admiral James T.
        The screen is suddenly busy with coded read-outs and
        then computer graphics of retina patterns.  Then it
        glows green.  SECURITY CLEARANCE, CLASS 1 GRANTED.
                                COMPUTER VOICE
                Security scan approved.
                                KIRK
                Summary, please.
        More coded read-outs, a red line SECURITY SCAN, then
        over it APPROVED, in green.  Replaced by:
56      ON SCREEN INT. CAROL MARCUS' LAB, REGULA I              56
        Carol appears, FACING CAMERA, not used to it.  To one
        side stands David and behind them, the lab.
                                CAROL
                Project Genesis.  A proposal to
                the Federation.
44.
57      ANGLE -KIRK, SPOCK, BONES               57
                                SPOCK
                Carol Marcus -
                                KIRK
                Yes.
58       ON SCREEN (AND INTERCUT)               58
                                CAROL
                What exactly IS Genesis?  Well, put
                simply, Genesis is life from
                lifelessness.  It is a process
                whereby the molecular structure is
                reorganized at the sub-atomic level
                into life generating matter of equal
                mass.  Stage One of our experiments
                was conducted in the laboratory.
                Stage Two of the series will be
                attempted in a lifeless underground;
                Stage Three will involve the process
                on a planetary scale.  It is our
                intention to introduce the Genesis
                device into a preselected space body,
                a moon or other dead form.
        (DNA TAPE ACCOMPANIES, AD LIB)
59      ILM MONITOR SEQUENCE                    59
                                CAROL
                It is our intention to introduce
                the Genesis device to a preselected
                area of a lifeless space body, a
                moon or other dead form - the
                device is delivered -
60      ON BONES, SPOCK AND KIRK                60
        react with wonder -
61      BACK TO MONITOR                         61
                                CAROL
                - instantaneously causing what
                we call the Genesis effect.
                                (MORE)
                                        (CONTINUED)
45.
61      CONTINUED:                                      61
                                CAROL (CONT'D)
                Matter is reorganized with life
                generated results.
                        (pause)
                Instead of a dead moon, a living
                breathing planet, capable of
                sustaining whatever life forms we
                see fit to deposit on it...
                                SPOCK
                Fascinating.
                                CAROL
                The reformed moon simulated here
                represents the merest fraction
                of the Genesis potential, should the
                Federation wish to pursue the
                experiments to their logical
                conclusion.
62      BACK TO CAROL IN LAB                    62
                                CAROL
                When we consider the cosmic
                problems of population and food
                supply, the usefulness of this
                process becomes clear.  This
                concludes our proposal.  Thank
                you for your attention.
        The tape becomes snowy and blinks off.
        Kirk looks at Bones and Spock - they are stunned.
                                SPOCK
                It literally is Genesis.
                                KIRK
                The power of creation -
                                SPOCK
                Have they proceeded with their
                experiments?
                                KIRK
                Well, the tape was made a year
                ago.  I can only assume they've
                reached Stage Two by now -
                                        (CONTINUED)
46.
62      CONTINUED:                                      62
                                BONES
                But dear Lord, do you think we're
                intelligent enough to - Suppose,
                what if this thing were used where
                life already exists?
                                SPOCK
                It would destroy such life in favor
                of it's new matrix -
                                BONES
                It's new - Do you any idea what
                you're saying?
                                SPOCK
                I was not attempting to evaluate
                its moral implications, Doctor.

                As a matter of cosmic history, it
                has always been easier to destroy
                than to create -
                                BONES
                Not anymore!  Now we can do both
                at the same time!  According to myth,
                the earth was created in six days.
                Now watch out:  here comes Genesis;
                we'll do it for you in six minutes -
                                SPOCK
                Really, Doctor McCoy, you must
                learn to govern your passions.  They
                will be your undoing.  Logic suggests -
                                BONES
                Logic??
                        (to Kirk)

                My God!  The man's talking about
                logic!  We're talking about
                universal Armageddon!
                        (to Spock)
                You green-blooded, inhuman...
                                SAAVIK'S VOICE
                        (intercom)
                Bridge to Admiral Kirk.  Admiral?
                Sensors indicate a vessel in our
                area, closing fast.
                                KIRK
                What do you make of her?
                                        (CONTINUED)
47.
62      CONTINUED:  (2)                         62
                                SAAVIK'S VOICE
                It's one of ours, Admiral... it's
                Reliant.
                                SPOCK
                Reliant?!
63      INT. ENTERPRISE BRIDGE          63
        The whoosh of the Turbo doors and Kirk, Bones and Spock
        assume their posts.  Saavik stand next to Kirk's chair.
                                KIRK
                        (to Uhura)
                Try the emergency channels...
                        (to Saavik)
                Picture, Mister Saavik.
64      ANGLE INCLUDING THE FORWARD SCREEN              64
        Space; a tiny dot in the distance, growing larger.
65      EXT. SPACE - THE RELIANT                65
        boring forward ominously.
66      INT. BRIDGE - THE RELIANT               66
        Khan and his crew; no sign of Chekov and Terrell.
        On Khan's screen, the Enterprise grows larger -
                                KHAN
                        (almost sing-song
                        with joy)
                Slow to one-half impulse power.
                Let's be friends...
                                JOACHIM
                Slowing to one-half impulse
                power.
67      INT. ENTERPRISE BRIDGE

                                SULU
                Reliant in our section, this
                quadrant, sir, and slowing -
                                        (CONTINUED)
48.
67      CONTINUED:                                      67
        Visual of Reliant appears.
                                SAAVIK
                Sir, may I quote General Order
                Twelve?  'On the approach of any
                vessel, when communications have
                not been established - '
                                SPOCK
                Lieutenant, the Admiral is well
                aware of the regulations.
                                SAAVIK
                Aye, sir.
                                KIRK
                Is it possible their Comm system
                has failed - ?
                                SPOCK
                It would explain a great many
                things -
68      INT. RELIANT BRIDGE                     68
                                JOACHIM
                They're requesting communications,
                sir.
                                KHAN
                Let them eat static.
                                JOACHIM
                They're still running with shields
                down.
                                KHAN
                Of course.  We're one big happy
                fleet.  Ah, Kirk, my old friend, do
                you know the Klingon proverb that
                tells us revenge is a dish that is
                best served cold?
                        (pause)
                It is very cold in space.
49.
69      INT. ENTERPRISE BRIDGE          69
                                KIRK
                        (watches the screen)
                This is damned peculiar.
                        (beat)
                Yellow alert.
                                SAAVIK
                Energize main defense fields.
        ALARMS SOUND.  The lights on the bridge dim into the
        soft reddish glow of battle illumination.  ADDITIONAL
        CREW troop in to man vacant consoles.
                                UHURA
                I'm getting a voice message.
                They say their chambers coil is
                overloading their Comm system.
                                KIRK
                Spock?
                                SPOCK
                Scanning.  Their coil emissions
                are normal!
        He steps to his station.
70      EXT. SPACE                                      70
        The two ships are very close, barely moving as they
        inch towards each other.
71      INT. RELIANT BRIDGE                     71
                                JOACHIM
                They still haven't raised their
                shields.
        Khan is half out of his seat, sweating with anticipation.
                                KHAN
                Raise ours!
72      INT. ENTERPRISE BRIDGE          72
                                SPOCK
                Their shields are going up!
50.
73      INT. RELIANT BRIDGE                     73
                                KHAN
                Lock phasers on target.
                                JOACHIM
                Locking phasers on target.
74      INT. ENTERPRISE BRIDGE - FAVORING SPOCK         74
        He reacts to his blue-lit scope.
                                SPOCK
                They're locking phasers - !
                                KIRK
                Raise shields!
        But the ENTIRE BRIDGE is ROCKED by a shock impact,
        some of the crew sent flying.
75      INT. RELIANT BRIDGE                     75
                                KHAN
                        (SHOUTS)
                Fire!!
76      EXT. SPACE                                      76
        Reliant firing phasers at Enterprise.  A hit in the rear
        of the engine room area, debris flying into the void.
77      INT. ENTERPRISE ENGINE ROOM             77
        An explosion rips through the facility, sending yellowish
        green GAS hurtling down the long facility towards us.
        Crewmen are hurled through the air, screaming.
78      ANGLE - THE GREAT AUTO DOORS            78
        roll closed, sealing off the damaged tail section.
        SIRENS SHRIEKING!
79      ANGLE - THE TRAINEES                    79
        terrified, scramble to get out amid the deadly yellowish
        green smoke, the cries.
51.
80      ANGLE - SCOTTY                          80
        trying to rally them - and he puts his own respirator
        on, as do some of the veterans.  Preston dons his
        respirator - and stays.
81      HIGH ANGLE                                      81
        The ANGLE WE SAW during the inspection.  The trainees, in
        panic amid the gas crawl over each other trying to get
        out.  They scramble over each other's shoulders in the
        efforts to escape, screaming and shouting.
82      INT. ENTERPRISE BRIDGE          82
        The bridge is slowly righting.  Crew members getting
        back to their stations.  On speaker, we hear the CRIES
        AND SHOUTS of the engine room.
                                KIRK
                Sulu, get those shields up!
                                SULU
                Trying, sir!
                        (crew reactions;
                        EXPLOSIONS)
                I can't get power, sir!
                                KIRK
                Scotty!
        Scotty's voice is faint, drowned by the screams and
        cries from a dozen intercom stations.
                                KIRK
                        (continuing)
                Uhura, turn off those damn channels!!

        Uhura does.  there is a dead silence.  Then:
                                UHURA
                Mister Scott on discrete.
83      INT. ENGINE ROOM - FAVORING SCOTTY              83
        Behind, the Crew Chief and a few others work feverishly
        in respirators.  Scotty, in respirator, with a throat
        mike which FILTERS his voice.
                                        (CONTINUED)
52.
83      CONTINUED:                                      83
                                SCOTTY
                We're just hanging on, sir.  The
                main energizer's out!
                                KIRK
                Try auxiliary power!
                                SCOTTY
                Aye!
64      ENTERPRISE BRIDGE                       64
                                KIRK
                Damage report.
        ON SCREEN computer graphics, red flashing lights indicate
        damaged areas.  Spock steps up to Kirk evaluating the
        display.
                                SPOCK
                They knew exactly where to hit us.
                                KIRK
                WHO?  Who knew  where to hit us?
                And why?
                                SPOCK
                        (shakes head)
                One thing is certain; we cannot
                escape on auxiliary power.
                                KIRK
                Visual!
                        (sees visual)
                Sulu, divert all power to phasers!
                                SPOCK
                        (re: screen)
                Too late -
        On VISUAL SCREEN, photon torpedoes approach.
                                KIRK
                Hang on!
        The bridge is shaken badly, screens go dark, fires spark
        and erupt.  ALARMS and SOUND full.  Crew personnel try
        to put out electrical fires, help the fallen -
53.
85      EXT. SPACE - RELIANT                    85
        circling Enterprise.
86      INT. RELIANT BRIDGE - FAVORING KHAN AT DASH             86
        The glow of the O.S. screens and battle illumination
        highlighting the passion in his eyes.
87      INT. ENTERPRISE BRIDGE
        The firefighting continues.
                                KIRK
                Scotty - what's left?
                                SCOTTY'S VOICE
                Just the batteries, sir.  I can
                have auxiliary power in a few
                minutes -
                                KIRK
                We don't have a few minutes.  Can you
                give me phaser power?
                                SCOTTY'S VOICE
                A few shots, sir.
                                SPOCK
                Not enough against their shields.
                                KIRK
                Who the hell are they?
                                UHURA
                Admiral... The commander of the
                Reliant is signaling.
                        (a pause)
                He wishes to discuss terms of our
                surrender.
        There is a moment.  Kirk looks around the battered
        bridge, and his eyes meet Spock's, and Saavik's.
                                KIRK
                Visual on screen.
                                UHURA
                        (hesitating)
                Admiral -
                                        (CONTINUED)
54.
87      CONTINUED:                                      87
                                KIRK
                Do it, while we still have time.
                                UHURA
                On screen, sir.
        All eyes go to the SCREEN.  After momentary visual
        confusion, Khan's face appears, smiling -
                                KIRK
                        (continuing; dumbfounded)
                Khan!
                                KHAN
                You still remember, Admiral.  I
                cannot help but be touched.  I of
                course, remember you.
                                KIRK
                What is the meaning of this attack?
                Where is the crew of the Reliant?

                                KHAN
                Surely I have made my meaning plain.
                I mean to avenge myself upon you,
                Admiral.  I've deprived your ship
                of power and when I swing around I
                mean to deprive you of your life -
88      EXT. SPACE                                      88
        We can see Reliant making a large arc as she prepares
        to come back for another round.
89      INT. ENTERPRISE BRIDGE          89
                                KHAN
                        (ON SCREEN)
                - But I wanted you to know first
                who it was who had beaten you!
                                KIRK
                Khan - if it's me you want, I'll
                have myself beamed aboard.  Spare
                my crew.
90      EXT. SPACE                                      90
        Reliant continues her slow arc.
55.
91      INT. ENTERPRISE BRIDGE          91
                                KHAN
                        (ON SCREEN)
                I make you a counter-proposal.
                I'll agree to your terms, if...
                if... in addition to yourself,
                you hand over to me all data
                and material regarding the project
                called Genesis.
        Reactions from Spock and Kirk.
                                KIRK
                Genesis, what's that?
                                KHAN
                Don't insult my intelligence, Kirk.
                                KIRK
                Give me some time to recall the data
                on our computers -
                                KHAN
                I give you sixty seconds, Admiral.
        Kirk turns from the screen -
                                KIRK
                Clear the bridge.
                                SPOCK
                Well, at least we know he doesn't
                have Genesis.
                                KIRK
                Just keep nodding as though I'm
                still giving orders.  Mister Saavik,
                punch up the data charts of Reliant's
                command console.
                                SAAVIK
                Reliant's command...
                                KIRK
                HURRY.
                                KHAN
                Forty-five seconds!
                                SPOCK
                The prefix code?
                                        (CONTINUED)
56.
91      CONTINUED:                                      91
                                KIRK
                It's all we've got.
                                SAAVIK
                The chart's up, sir.
                                KHAN
                Admiral!
                                KIRK
                        (to Khan)
                We're finding it.
                                KHAN
                Admiral!!
                                KIRK
                Please, please - you've got to
                give us time - The... the bridge
                is smashed,  the computers
                inoperative...
                                KHAN
                Time is a luxury you don't have,
                Admiral.
92      EXT. SPACE                                      92
        Reliant, her arc completed, is coming back.
93      INT. ENTERPRISE BRIDGE          93
                                KIRK
                        (to himself)
                Damn.
                                KHAN
                Admiral?
                                KIRK
                It's coming through now, Khan.
                                SPOCK
                Reliant's prefix number is one-
                six-three-zero-nine.
                                SAAVIK
                I don't understand -
                                        (CONTINUED)
57.
93      CONTINUED:                                      93
        Kirk puts on his spectacles -
                                KIRK
                You have got to learn WHY things
                work on a Starship.
                                SPOCK
                        (descends)
                Each ship has its own combination
                code...
                                KIRK
                ... to prevent an enemy to do
                what we're attempting; using
                our console to order Reliant to
                lower her shields...
                                SPOCK
                        (at the weapons console)
                Assuming he hasn't changed the
                combination.  He's quite intelligent...
                                KHAN
                Fifteen seconds.
        Kirk turns to the screen -
                                KIRK
                Khan, how do we know you'll keep
                your word?
                                KHAN
                        (ON SCREEN)
                Well, I've given you no word to
                keep, Admiral.  In my judgement, you
                simply have no alternative.
                                KIRK
                I see your point.  Stand by to
                receive our transmission.
        He turns from the screen again, softly:
                                KIRK
                        (continuing)
                Mister Sulu, lock the phasers on
                target and await my command...
                                SULU
                        (quietly)
                Phasers locked...
                                        (CONTINUED)
58.
93      CONTINUED:  (2)                         93
        They're all sweating.
                                KHAN
                Time's up, Admiral.
                                KIRK
                        (dry)
                Here it comes.  Now, Mister Spock.
94      CLOSEUP SPOCK'S HANDS PUNCHING IN THE PREFIX CODE       94
        followed by other signals.
95      INT. RELIANT BRIDGE                     95
                                JOACHIM
                        (stares at his console)
                Sir - our shields are dropping!
                                KHAN
                Raise them -
        Joachim punches frantically -
                                JOACHIM
                I can't!
                                KHAN
                Where's the override?? The
                override!!
        All monitors are haywire now that Enterprise is tapped
        in.  They search wildly for the right switch, but...
96      INT. ENTERPRISE BRIDGE          96
97      CLOSEUP - KIRK                          97
                                KIRK
                FIRE!
98      CLOSEUP - SULU'S HANDS          98
        punching.
                                KIRK
                FIRE!

59.
99      EXT. SPACE                                      99
        Enterprise fires at Reliant inflicting heavy damage.
100     INT. RELIANT BRIDGE                     100
        A shambles - debris flying; Khan knocking to the
        deck.  He struggles to his feet through wiring -
                                KHAN
                        (enraged)
                FIRE!  FIRE!
                                JOACHIM

                We can't fire, sir!
                                KHAN
                Why can't you?
                                JOACHIM
                They've damaged the photon control
                and the warp drive.  We must withdraw!
                                KHAN
                No!  No!!
                                JOACHIM
                Sir, we must!  The Enterprise can wait;
                she's not going anywhere.
        Khan clams as the other holds him; he breaths deeper.
101     EXT. SPACE                                      101
        Reliant turns away.
102     ENTERPRISE BRIDGE                       102
        They watch ON SCREEN as Reliant hauls off.
                                SULU
                        (breathless)
                Sir, you did it.
                                KIRK
                        (enraged)
                I did nothing - except get caught
                with my britches down.
                                (MORE)
                                        (CONTINUED)
60.
102     CONTINUED:                                      102
                                KIRK (CONT'D)
                I must be getting senile.  Mister
                Saavik, you go right on quoting
                regulations.  In the meantime, let's
                find out how badly we've been hurt.
        The Turbo doors whoosh open as Kirk reaches them.
        Scotty stands there, tears streaming down his face;
        he holds the body of Midshipman Preston.
        Both of them are covered in blood.  He sways into Kirk's
        arms as the others rush forward.
103     EXT. SPACE                                      103
        The Enterprise, motionless, scars of battle showing.
104     INT. SICK BAY                           104
        MANY CASUALTIES IN EVIDENCE
        Kirk enters and LEADS CAMERA THROUGH them; he has a
        word or two for men he doesn't know by name.  Kirk leads
        us to the operating theater, where Bones works over
        Preston.  Scotty stands by, his lips trembling.  Preston
        opens his eyes, sees Scotty and Kirk.
                                PRESTON
                        (faint)
                Is the word given, Admiral?
        Scotty's eyes fill with tears, looks at Kirk.
                                KIRK
                        (soft)
                The word is given:  warp speed.
                                PRESTON
                        (almost smiles)
                Aye...
        He dies.  Pause.  Scotty looks across the body at Kirk.
                                SCOTTY
                        (with sob)
                He stayed at his post... when the
                trainees ran!
                                        (CONTINUED)
61.
104     CONTINUED:                                      104
                                SPOCK'S VOICE
                Admiral, this is Spock.
        Kirk hits a wall intercom -
                                KIRK
                Yes, Spock.
                                SPOCK'S VOICE
                Engine room reports auxiliary power
                restored.  We can proceed at impulse
                power.
                                KIRK
                        (thinks)
                Best speed to Regula One.  Kirk out.
                                BONES
                I'm sorry, Scotty.
105     EXT. SPACE - REGULA I SPACE STATION             105
        Regula, the dead planet beyond, as the Enterprise
        moves forward toward it.
                        SULU (V.O.)
                Approaching Regula and Space Lab
                Regula One.
                                UHURA
                Space Station Regula One, this is
                the Starship Enterprise.  Please,

                come in.
106     INT. SPACE STATION REGULA I - CAROL'S LAB - ON SCREEN   106
        As before, Uhura's image, imploring a response.
                                UHURA
                Space Station Regula One, do
                you read?  Space Station Regula
                One, this is Enterprise.  Please
                acknowledge.
        During this, CAMERA HAS PANNED CLOSE AMONG the technical
        clutter.  Then sudden.  SOUND - eerie, frightening.
        Our ears cannot place it... and before we can, it is
        gone.  A warning.
62.
107     EXT. SPACE - REGULA I SPACE STATION             107
        Enterprise moves in front of stationary Regula I.
                                UHURA'S VOICE
                This is Enterprise.  Do you read
                me?  Space station Regula One,
                do you read?  Please come in.
108     INT. BRIDGE - ENTERPRISE                108
        Battle damage, some repaired, some not.  The bridge
        is filled with tension, all hands at station.
                                UHURA
                There's no response, sir.
                                KIRK
                Sensors, Captain?
                                SPOCK
                Scanners and sensors are still
                inoperative.  There is no way to
                ascertain what's inside the station.
                                KIRK
                No way of telling if Reliant is
                still in the area...
                                SPOCK
                Precisely.
                                KIRK
                        (with irony)
                What do you make of that planetoid
                beyond?
                                SPOCK
                Regula is a class "D."  It consists
                of various unremarkable ores.
                Essentially, a great rock in space.
                                KIRK
                And the Reliant could be hiding
                behind that rock.

                                SPOCK
                A distinct possibility.
                                KIRK
                Engineering?
                                        (CONTINUED)
63.
108     CONTINUED:                                      108
                                SCOTTY'S VOICE
                Aye, sir?
                                KIRK
                Mister Scott, do you have enough
                power for the transporters?

                                SCOTTY'S VOICE
                Barely, sir.
                                KIRK
                        (the decision)
                I'm going down there.
        He starts out.  Bones stops him.
                                BONES
                Khan could be down there.
                                KIRK
                He's BEEN there.  Hasn't found
                what he wants.  Can you spare
                someone?  There may be people hurt.
                                BONES
                Yeah.  I can spare me...
                                SAAVIK

                Begging the Admiral's pardon:
                General Order Fifteen:  'No flag
                officer shall beam into a hazardous
                area without armed escort.'
                                KIRK
                There's no such regulation.
        Saavik's gaze falters.
                                KIRK
                        (continuing)
                All right, join the party.
                Mister Spock, the ship is yours.
                                SPOCK
                Jim?  Be careful.
        Kirk, Bones, and Saavik head for the Turbo doors.
109     EXT. SPACE - SPACE STATION REGULA I             109
        CLOSER ANGLE now.  The silence is ominous.

64.
110     INT. SPACE STATION REGULA I - CAROL'S LAB               110
        empty, except for the hums and crackles of abandoned
        equipment.  With a FAMILIAR SOUND, BONES, KIRK and
        SAAVIK MATERIALIZE.  All have phasers, communicators
        and tricorders.
        For a moment they look around, seeing emptiness.
        Like being in a haunted house.
                                SAAVIK
                        (raises tricorder)
                Indeterminate life signs.
                                KIRK
                Phasers on stun.  Move out.
        They separate.  Each begins to search.
111     ANGLE WITH SAAVIK                       111
        She moves to the electronic and data area, examines
        the consoles, the equipment, then settles for the data
        bank.  She starts keying sequences with the computer.
112     INT. SPACE STATION - BONES              112
        He shows signs of fear as he walks though the
        deserted place, like a scuba diver exploring a cave.
        We want him to go back.  A NOISE.  Bones reacts with
        brave apprehension.
        Rounding a corner, he starts:  A RAT scuttles right
        in front of him.
        Bones sighs with relief and moves forward.  We think
        he's safe.
        SUDDENLY SOMETHING FALLS RIGHT ON HIS FACE:  an upside-
        down human arm.
                                BONES
                Jim!
113     SAME LOCALE - LATER                     113
        Kirk helps Bones cut down the last of the five BODIES
        from where they were hanged, upside-down.
                                        (CONTINUED)
65.
113     CONTINUED:                              113
        Having recovered his composure, Bones examines the
        corpses.  We RECOGNIZE Madison, March, among others.
                                BONES
                Well, rigor hasn't set in.  This
                couldn't have happened too long
                ago, Jim.
        Kirk looks around, despairingly -
                                KIRK
                Carol...
114     INT. ENTERPRISE BRIDGE          114
        Spock stand behind Uhura seated at Comm console,
        speaking into headset.
                                UHURA
                This is Enterprise calling Space
                Station Regula One.  Respond, please.
115     INT. SPACE LAB REGULA I - LABORATORY            115
        Bones and Kirk kneel over the bodies on the floor.
        WITH SAAVIK working with console.  Something puzzles
        her.  She frowns, but a NEW SOUND distracts her.  She
        looks up and moves off.
                                SAAVIK'S VOICE
                Admiral!  Over here.
116     FULL SHOT - IN THE LAB          116
        A moan is heard.  All three now converge on the area.
        As they  near it, Saavik's tricorder hums furiously.
        Be this a room, a locker or some other place, this
        time they - "open the door."  The limp bodies of
        Chekov and Terrell fall out.
                                UHURA'S VOICE
                        (ON SCREEN)
                Doctor Marcus, come in, please!
        She will continue sporaddically.
                                KIRK
                Oh, my God!
66.
117     INT. ENTERPRISE BRIDGE - FAVORING UHURA         117
                                UHURA
                Please acknowledge signal.  Please -
                                SAAVIK'S VOICE
                Commander Uhura, this is Lieutenant
                Saavik.  We're all right.  Please,
                stand by.  Out.
118     INT. SPACE STATION - TIGHT GROUP                118
        Chekov opens his eyes, and stares into Kirk's.
                                CHEKOV
                Oh sir.  It was Khan!  We found him
                on Ceti Alpha Five.
                                KIRK
                Easy,  Easy, Pavel.
                                CHEKOV
                He - put creatures in our bodies.
                To control our minds.
        Bones takes over Chekov.
                                BONES
                It's all right, you're safe now...
                                CHEKOV
                ... Made us say - lies.  Do...
                things.. But we beat him... He
                thought he controlled us, but he
                did not... The Captain was strong.
        Chekov breaks into tears.  Kirk looks at Terrell, who
        is more composed.
                                KIRK
                Captain.  Where's Doctor Marcus?
                Where're the Genesis materials?
                                TERRELL
                He couldn't find them.  Even the data
                banks were empty.
                                KIRK
                        (ponders)
                Erased?
                                        (CONTINUED)
67.
118     CONTINUED:                                      118
                                TERRELL
                He tortured those people.  But
                none of them would tell him anything.
                He went wild.  He slit their throats.
                He wanted to tear the place apart,
                but he was late:  he had to get back
                to the Reliant in time to blow you
                to bits.
                                SAAVIK
                Where's the Reliant's crew?  Dead?
                                TERRELL
                Marooned on Ceti Alpha Five.  He's

                completely mad, Admiral.  He blames
                you for the death of his wife.
                                KIRK
                I know what he blames me for.
                        (thinks)
                The escape pods are all in place.
                        (looks around)
                Where's the transporter room?
119     INT. SPACE STATION TRANSPORTER ROOM             119

        Kirk, wearing his spectacles, studies the transporter
        consoles.  ANGLE WIDENS TO REVEAL the transporter pods,
        and the others, b.g.
                                KIRK
                Did he make it down here?
        Chekov and Terrell look at each other; they seem a bit
        stronger.
                                CHEKOV
                It was not my impression.  He spent
                most of his time trying to wring
                the information out of the people.
        Saavik approaches Kirk:
                                SAAVIK
                Anything?
        Kirk looks at her over the rims of the glasses:
                                        (CONTINUED)
68.
119     CONTINUED:                                      119
                                KIRK
                The unit's been left on.  This
                means nobody remained to turn
                it off.
                                BONES
                Those people back there bought
                escape time for Genesis with their
                lives.
        Saavik studies the console.
                                SAAVIK
                This is not logical.  These
                coordinates are deep inside Regula
                - a planetoid we know to be
                lifeless.
                                KIRK
                        (wheels turn)
                If Stage Two was completed, it was
                going to be underground - It was
                going to be underground, she said!
                                SAAVIK
                Stage Two of what?
        Kirk gets it.
                                KIRK
                        (into communicator)
                Kirk to Enterprise.
                                SPOCK'S VOICE
                Spock here.
                                KIRK
                Captain Spock, damage report.
                                SPOCK'S VOICE
                Admiral, if we go by the book,
                like Lieutenant Saavik, hours
                could seem like days.
                                KIRK
                        (beat)
                I read you, Captain.  Let's have it.
        Fractional pause.
                                        (CONTINUED)
69.
119     CONTINUED:  (2)                         119
                                SPOCK'S VOICE
                The situation is grave, Admiral.

                We won't have main power for six
                days.  Auxiliary power has
                temporarily failed.  Restoration
                may be possible in two days.  By
                the book, Admiral.
        Kirk frowns.
                                KIRK
                Meaning you can't even beam us
                back?
                                SPOCK'S VOICE
                Not at present.
        Kirk looks at Saavik and Bones, decides -
                                KIRK
                Captain Spock, if you do not hear
                from us within one hour your orders
                are to restore what power you can,
                get the Enterprise to the nearest
                Star Base and alert Starfleet
                Command as soon as you're out of
                jamming range.
                                UHURA'S VOICE
                Sir - we won't leave you behind...!
                                KIRK
                Uhura, if you don't hear from us,
                there won't be anybody behind.
                Kirk, out.
                        (to Terrell and Chekov)
                Well, gentlemen, you can stay here,
                or...

                                TERRELL
                If it's all the same, Admiral, we'd
                like to share the risk.
                                KIRK
                        (hesitates)
                Fine.  Let's go.  Saavik.
                                BONES
                Go??  Where are we going?
                                        (CONTINUED)
70.
119     CONTINUED:  (3)                         119
                                KIRK
                        (points to console)
                Where they went.
             Kirk walks onto the pods as Saavik works the console,
             rolling in electronic coding.  The others join Kirk.

                                BONES
                Suppose they went - nowhere?
                                KIRK
                Then  this would be your big
                chance to get away from it all.
        Saavik pushes a button, joins them on the pods.  Slowly
        they VANISH.
120     EXT. SPACE - THE PLANETOID REGULA               120
        CAMERA MOVES TOWARD it as the BEAM SOUND continues,
        with irregularity.  The planetoid is ugly and dead.
        The sound frightens us, and climaxes with:
121     INT. ROCKY CAVERN - REGULA              121
        The BEAM SOUND screeches, then settles into its
        comfortable mode as the FIVE FIGURES FLUCTUATE.  FADE,
        then APPEAR.  They look around in wonder and relief.
                                SAAVIK
                Admiral -
        She indicates something O.S.  They cross as CAMERA
        REVEALS a cave wall stacked with technical materials
        and crowned by a LARGE PROJECTILE, a giant version
        of the model we saw earlier.  They stare, (N.B. FEATURE
        GENESIS ARMING CONTROL BOX.)
                                BONES
                Genesis, I presume?
        They walk by a group of crates.  It all happens very
        fast:  David leaps out and tackles Kirk, throwing him
        to the ground and landing atop him, a knife at his throat.
        At the same time, Bones and Saavik reach for their
        phasers, but Jedda, already armed, steps out.  He has
        them covered and helpless.
                                JEDDA
                Phasers down!
71.
122     ANGLE FAVORING DAVID                    122
                                DAVID
                        (to Kirk)
                You!
                                KIRK
                Where's Doctor Marcus?
                                DAVID
                I'm Doctor Marcus!
        Carol reaches the tunnel entrance to the cave -
                                CAROL
                Jim -
                                KIRK
                Is that David?
                                DAVID
                Mother!  He killed everybody we
                left behind.
                                CAROL
                Oh, of course he didn't.  David,
                you're just making this harder -
                                TERRELL
                I'm afraid it's even harder than
                you think, Doctor.
        He and Chekov have their phasers trained on them.
                                TERRELL
                        (continuing)
                Please don't move -
                                KIRK
                Chekov - !
                                CHEKOV
                I'm sorry, Admiral.
        Terrell speaks into his wrist recorder.
                                TERRELL
                Your Excellency, have you been
                listening?
72.
122     INT. RELIANT BRIDGE                     122
        CAMERA PANS along Khan's arm to wrist radio and up to
        his face.
                                KHAN
                I have indeed, Captain.
123     INT. ROCKY CAVERN                       123
                                KHAN'S VOICE
                You have done well.
                                DAVID
                I know it! - You son-of-a...
        David makes a reckless bread for Terrell, Saavik
        instantly throws herself on him bringing him down as
        Terrell fires, hitting Jedda, who was behind David -
        a killing ray.  Jedda dematerializes.  Carol SCREAMS
        and David reacts with horror and guilt.
        Most importantly, Chekov begins to tremble.  Terrell
        himself is shaken by his reflexive action.  He's in
        semi-panic.
                                TERRELL
                Don't move - Anybody!
                                KHAN'S VOICE
                Captain?  We are waiting.
125     INT. RELIANT BRIDGE - FAVORING KHAN             125
        Joachim over his shoulder.  Others in evidence.  Khan
        speaks into the console.
                                KHAN
                What's  the delay?
126     INT. ROCKY CAVERN - REGULA              126
                                TERRELL
                All is well, sir.  You - you
                have the coordinates to beam
                up Genesis...
73.
127     INT. RELIANT BRIDGE                     127
                                KHAN
                First thing's first, Captain.
                Kill Admiral...
128     INT. ROCKY CAVERN - REGULA              128
                                KHAN'S VOICE
                ...Kirk.
        Reactions by all - only Kirk and Bones are unsurprised.
        David and Saavik, dazed, fight the urge to do something.
        Chekov is close to a seizure.  Terrell fights
        conflicting mental signals.
129     INT. RELIANT BRIDGE                     129
                                TERRELL'S VOICE
                Sir, that is difficult.  I try
                to obey, but...

                                KHAN
                Kill him!
130     INT. ROCKY CAVERN - REGULA              130
                                TERRELL
                I...
        As though tearing off a leach,, Terrell grabs at the
        wrist recorder and flings it tot he ground.  A shockwave
        of pain hits Terrell.  He recovers, trembling and tries
        to obey.  Chekov is shaking badly.  Terrell aims his
        phaser at Kirk.  Chekov slowly raises his phaser and
        aims at Terrell, though his hands are like lead.  We
        THINK Chekov is going to do the right thing.  Then,
        shockingly:  Terrell turns the phaser on himself.
                                KHAN'S VOICE
                        (still emanates from
                        wrist recorder)
                Kill him, Terrell.  Now.
        Terrell does, blowing himself into oblivion.

74.
131     ANGLE - FAVORING CHEKOV         131
        He SCREAMS, horribly, drops his phaser, clutching his
        head.  Bones leaps to his side, pulls an injection
        device from his belt pack, jabs it into Chekov's arm.
        Chekov, almost with a sigh of relief, drops.
                                BONES
                God sakes!
        They rush to his side, as do Carol and David
132     ANGLE - FAVORING CHEKOV         132
        From the fallen man's ear, something begins to emerge.
133     VERY CLOSE - CHEKOV'S EAR               133
        The Ceti eel crawls out.  It has grown quite large.
134     LOW ANGLE - KIRK                        134
        Horror from all.  Kirk picks up a phaser.  As the eel
        clears Chekov, he fires and destroys it.  He shudders,
        then sees the wrist recorder and grabs it.
                                KIRK
                Khan, you dirty bloodsucker!!
135     INT. RELIANT BRIDGE                     135
                                KIRK'S VOICE
                You're  going to have to do your
                own dirty work now!  Do you hear
                me?!  Do you?!
        Khan reacts to Kirk's VOICE:  electric shock.  he
        clutches the communicator, his eye-whites rolling.
                                KHAN
                Kirk!  Kirk, you're still alive -
                my old friend...
136     INT. ROCKY CAVERN - FAVORING KIRK               136
                                KIRK
                Still 'old friend.'  You've managed
                kill just about everyone else.
75.
137     INT. RELIANT BRIDGE                     137
                                KIRK'S VOICE
                But like a poor marksman, you keep
                missing the target.
                                KHAN
                        (ironic)
                Perhaps I no longer need to try.
        He punches several buttons.
138     INT. ROCKY CAVERN - REGULA              138
        In the rocky cavern the transporter beam locks on to the
        Genesis torpedo and it's arming control box.
        As Kirk and the other watch, horrified, Khan beam sup
        the materials.  David tries to reach the torpedo, but
        Saavik holds him fast -
                                DAVID
                No - he can't take it - !
        The beam disappears and Genesis with it, leaving them
        alone.
                                KIRK
                        (desperate)
                Khan, Khan, you've got Genesis...
139     INT. RELIANT BRIDGE                     139
                                KIRK'S VOICE
                ... but you don't have me!  you
                were going to kill me, Khan!
                You're going to have to come down
                here!  You're going to have to
                come down here!
                                KHAN
                I've done far worse than kill you.
                I've hurt you.  And I wish to go on
                hurting you.  I shall leave you,
                as you left me -
76.
140     INT. ROCKY CAVERN -REGULA               140
                                KHAN'S VOICE
                ... as you left her.  Marooned for
                all eternity in the center of a dead
                planet -
141     INT. RELIANT BRIDGE                     141
                                KHAN
                Buried alive!
142     INT. ROCKY CAVERN - REGULA              142
                                KHAN'S VOICE
                Buried alive!
                                KIRK
                Khan!
143     EXT. REGULA PLANET SURFACE              143
        CAMERA PULLS UP and BACK over rocky surface.
                                KIRK'S VOICE
                Khan!
        INT. RELIANT BRIDGE                     144
        Khan closes his eyes in voluptuous satisfaction.
145     INT. ROCKY CAVERN                       145
        As before, Saavik is on the communicator.
                                SAAVIK
                This is Lieutenant Saavik, calling
                Enterprise... Can you read us?
        She keeps trying.  Chekov stirs -
                                BONES
                He's coming around.
        Bones goes and tends Chekov who moans, tries to sit up.
                                            (CONTINUED)
77.
145     CONTINUED:                                      145
                                KIRK
                Pavel?
        Chekov tries to smile; Kirk takes his hand.
                                SAAVIK
                Can you read us?  It's no use,
                Admiral, they're still jamming our
                channels.
                                BONES
                        (looks across Chekov)
                If Enterprise followed orders she's
                long since gone.  If she couldn't
                obey, she's finished.
                                DAVID
                So are we, it looks like.
                                CAROL
                I don't understand.  Who's responsible
                for all this?  Who is Khan?
                                KIRK
                Oh, it's a long story.
                                DAVID
                We appear to have plenty of time.
                                KIRK
                Is there anything to eat?  I don't
                know about anyone else, but I'm
                starved.
                                BONES
                How can you think of food at a time
                like this?
                                KIRK
                First order of business.  Survival.
                                CAROL
                There is food in the Genesis cave,
                enough to last a lifetime - if
                necessary.
                                BONES
                We thought this was Genesis.
        Carol laughs - there's an edge of hysteria to it.
                                        (CONTINUED)
78.
145     CONTINUED:  (2)                         145
                                CAROL
                This?  It took the Starfleet corps
                of engineers ten months in space
                suits to tunnel out all of this.
                What we did in there - we did in
                a day.  David, why don't you show
                Doctor McCoy and the Lieutenant our
                idea of food.
                                DAVID
                We just can't sit here - !
                                KIRK
                        (unruffled)
                Oh, yes we can.
                                DAVID
                        (to Kirk)
                This is just to give us something
                to do, isn't it?
                        (he shrugs)
                Come on.
        Saavik and Bones make to follow.  Saavik turns to Kirk -
                                SAAVIK
                Admiral?
                                KIRK
                As your teacher Mister Spock is fond
                of saying:  I like to think there
                are always possibilities.
        Saavik turns and exits.
                                KIRK
                        (continuing, to
                        Carol)
                I did what you wanted.  I stayed
                away.  Why  didn't you tell me?
                                CAROL
                How can you ask me that?  Were we
                together?  Were we going to be?
                You had your world and I had mine.
                And I wanted him in mine, not chasing
                through the universe with his father.
        Kirk turns away, overcome.  She watches him.
                                        (CONTINUED)
79.
145     CONTINUED:  (3)                         145
                                CAROL
                        (continuing)
                Actually, he's a lot like you in
                many ways.  Please.  Tell me what
                you're feeling.
                                KIRK
                There's a man out there I haven't
                seen in fifteen years who's trying
                to kill me.  You show me a son
                that'd be happy to help him.  My son.
                My life that could have been and
                wasn't.  And what am I feeling?
                Old - worn out.
                                CAROL
                Let me show you something that'll
                make you feel young - as when the
                world was new.
        She offers her hand.  After a moment's hesitation,
        Kirk takes her hand and she leads him to the tunnel.
146     INT. RELIANT BRIDGE                     146
        Doors slide open REVEALING Joachim.  CAMERA PANS DOWN
        past him to CU Khan.
                                JOACHIM
                Impulse power restored.
                                KHAN
                Excellent.  More than a match for
                poor Enterprise.
147     INT. TUNNEL                             147
        TRUCKING BEFORE Carol and Kirk.  A rising light falls
        on their faces as they walk, they run with excitement
        toward the source.  Kirk races ahead...
147A    KIRK'S POV - MOVING THOUGH THE TUNNEL           147A
        toward an iridescent light at its end, blindingly
        beautiful with color.
        INTERCUT:  THESE TWO ANGLES until WE CAN HARDLY WAIT
        for Kirk to reach the end of the tunnel, and then,
        when he does:
80.
147B    INT. GENESIS CAVE - PROMONTORY LEVEL            147B
        where the rock tunnel ends.  Kirk comes out of the
        tunnel, and his mouth drops open.
147C    FULL SHOT - THE GENESIS CAVE (MATTE AND FX)             147C
        A huge cavern.  Kirk is actually standing at the middle
        of it.  Space extends vastly above and below his point
        of view.  Like Eden, lush growth everywhere, waterfalls,
        and a cobalt of blue sky high, high above where a round orb
        glows sending light and warmth downward.  There is a
        path from where Kirk stands down to the lower level where
        Bones, and the others are waiting and calling to him.
        Mist and haze waft gently across the cavern.
147D    BACK TO KIRK                            147D
        as Carol comes up beside him.
                                KIRK
                You all did this - in a day?!
                                CAROL
                The matrix formed in a day.  The
                life forms grew later - at a
                substantially accelerated rate.
                                BONES
                Kirk!  This is fantastic!  Have
                you ever seen the like?
                                CARL
                Can I cook or can't I?
148     EXT. SPACE - REGULA                     148
        Reliant ominously pokes her nose into the lit side of
        the planet, heading for Enterprise.
149     INT. RELIANT BRIDGE                     149
        Joachim stands next to Khan, who frowns suddenly,
        reacting, leaning forward.
150     ON SCREEN                                       150
        The Regula I Space Station - but where is Enterprise?
81.
151     ON KHAN                                 151
        frowning with puzzlement.
                                KHAN
                Where is she?
152     EXT./INT. GENESIS CAVERN PLATFORM               152
        Past waterfall at Kirk, Saavik, McCoy, David, and Carol
        sitting and standing on grass at mouth of tunnel steps.
        Saavik paces stopping beside Kirk sitting on a rock
        next to Carol.
                                SAAVIK
                Sir?  May I ask you a question.
                                KIRK
                What's on your mind, Lieutenant?
                                SAAVIK
                The Kobayashi Maru, sir.
                                KIRK
                Are you asking me if we're playing
                out that scenario now, Lieutenant?
                                SAAVIK
                On the test, sir.  Will you tell
                me what you did?  I would really
                like to know.
        Kirk looks at Bones, who smiles -
                                BONES
                Lieutenant, you are looking at the
                only Starfleet cadet who ever beat
                the no-win scenario -
                                SAAVIK
                How?
                                KIRK
                I reprogrammed the simulation so it
                was possible to rescue the ship.
                                SAAVIK
                WHAT?
                                        (CONTINUED)
82.
152     CONTINUED:                                      152
                                DAVID
                        (laughs)
                He cheated!
                                KIRK
                I changed the conditions of the test.
                I got a commendation for original
                thinking.
                        (pause)
                I don't like to lose.
                                SAAVIK
                Then - you never faced that situation
                - faced death...
        He picks up the communicator.
                                KIRK
                I don't believe in the no-win
                scenario
                        (into communicator)
                Kirk to Spock.   It's two hours.
                Are you about ready?
                                SPOCK'S VOICE
                Right on schedule, Admiral.  Just
                give us your coordinates and we'll
                beam you aboard.
        The others are on their feet, stunned with amazement -
                                KIRK
                All right!
                        (to Saavik)
                I don't like to lose.
        He clicks off.
153     INT. TRANSPORTER ROOM - ENTERPRISE              153
        Kirk, David, Saavik, Carol and Bones, holding the
        semi-conscious Chekov MATERIALIZE.  Spock is there to
        greet them.
                                SAAVIK
                But the damage report - we were
                immobilized... Captain Spock said
                it'd be two days.
                                        (CONTINUED)
83.
153     CONTINUED:                                      153
                                KIRK
                Come, come, Lieutenant, you of
                all people go by the book,  Spock!
                You remember Doctor Marcus...
        They are moving through the room as they talk -
                                SPOCK
                Why, of course.
                                CAROL
                Hello, Mister Spock.

                                BONES
                I'm taking this bunch to sick bay.
                                SAAVIK
                        (overlapping)
                By the book?
                                KIRK
                By the book!  Regulation Forty-six-A:
                'If transmissions are being monitored
                during battle...'
                                SAAVIK
                ...no uncoded messages on an open
                channel...'
        Saavik steps out in front of Spock.
                                SAAVIK
                        (continuing)
                You lied.
                                SPOCK
                I exaggerated.
                                KIRK
                Hours instead of days, Saavik.
154     INT. ENTERPRISE CORRIDOR                154
                                KIRK
                Now we have minutes instead of
                hours -
        Saavik and Kirk follow Spock.  they stop at a Turbo
        Lift -
                                        (CONTINUED)
84.
154     CONTINUED:                                      154
                                SPOCK
                They're inoperative below C-deck.
        They race down the corridors as they speak -
                                KIRK
                What IS working around here?
                                SPOCK
                Not much, Admiral.  We have partial
                main power...
                                KIRK
                That's it?
                                SPOCK
                Best we could do in two hours.
155     EXT. SPACE & DEAD PLANET                155
        The Enterprise moves forward; CAMERA PANS UP SLOWLY
        over rocky surface to REVEAL the Reliant SEEN above.
156     INT. ENTERPRISE BRIDGE          156
        Full crew in place as doors whoosh open -
                                SULU
                        (overjoyed)
                Admiral on the bridge -
                                KIRK
                Battle stations!
        ALARMS, SIRENS, ETC.  CREW RUSHES INTO PLACE as Kirk,
        Spock and Saavik approach the big screen.
                                KIRK
                        (continuing)
                Tactical.
        We see the Enterprise emerging from the dark side of
        Gamma Regula, where Reliant is now a moving blip.
                                KIRK
                        (continuing)
                Uh-oh.
                                        (CONTINUED)
85.
156     CONTINUED:                                      156
                                SPOCK
                She can still outrun us and out-
                gun us.  But there is the Mutara
                Nebula at one-five-three mark four.
                                KIRK
                        (studies his console)
                Scotty, can we make it inside?
                                SCOTTY
                The energizer's bypassed like a
                Christmas tree - so don't give me
                too many bumps.
                                KIRK
                No promises.  On your way.
                                SAAVIK
                Trouble with the nebula, sir, is all
                that static discharge and gas clouds
                our tactical display.  Visual won't
                function and shields will be useless.
        Kirk looks over the rims of his glasses at Spock; they
        smile with faint amusement.
                                SPOCK
                Sauce for the goose, Mister Saavik.
                The odds will be even.
157     EXT. SPACE                                      157
        Enterprise travels away from the planet.
158     VARIOUS CORRIDORS, ENTERPRISE           158
        As the lights change, the CREW runs to their stations.
159     INT. HOSPITAL                           159
        Crew members raise floor pieces as CAMERA MOVES IN.
        Large torpedo is lowered from above, fitting into floor.
        Crew members run in corridor with equipment.
160     EXT. SPACE & ENTERPRISE         160
        The Enterprise whooshes by CAMERA leaving Regula
        behind.  Reliant now appears in far b.g. and CAMERA
        BEGINS A MOVE to her.
86.
161     INT. RELIANT BRIDGE                     161
                                KHAN
                There she is!  There she is!
                Ahh!  Not so wounded as we were
                led to believe - so much the better...
162     EXT. SPACE                                      162
        Reliant moves to and past CAMERA in hot pursuit.
163     EXT. SPACE - SERIES OF SHOTS            163
        Call them SPACE-BYS.  Enterprise rushes TOWARD US,
        flashes BY and CONTINUES towards the swirling nebula.
        THEN Reliant does the same, closer in pursuit.  At
        this moment, half the distance between Regula and
        the nebula has been covered.
164     INT. ENTERPRISE BRIDGE          164
                                SPOCK
                Estimating nebula penetration
                in two point two minutes.
                Reliant is closing.
165     EXT. SPACE                                      165
        Orientation SHOT.  Reliant can clearly see where
        Enterprise is headed -
166     INT. RELIANT BRIDGE                     166
                                JOACHIM
                If they go in there, we'll lose
                them.
                                KHAN
                Explain it to them.
167     SOMEONE PUNCHES A BUTTON                167
168     EXT. SPACE                                      168
        Reliant's shot crosses Enterprise's bow -
87.
169     INT. ENTERPRISE HOSPITAL                169
        David paces; Carol and McCoy are seated.  The ship
        reverberates with the near miss.
170     INT. ENTERPRISE BRIDGE          170
                                SAAVIK
                That was close -
                                KIRK
                        (unfazed)
                They just don't want us going in
                there.
                                SPOCK
                One minute to nebula perimeter.
        The bridge door slides open and David enters. He
        stares in wonder.
171     INT. RELIANT BRIDGE                     171
        Khan, seated in the captain's chair, points, reacting.
                                KHAN
                Are we slowing?
                                JOACHIM
                We can't follow them into the nebula.
                Our shields would be useless.
172     INT. ENTERPRISE BRIDGE          172
                                SPOCK
                They are reducing speed.
                                KIRK
                Uhura, patch me in -
                                UHURA
                Aye, sir... You're on, Admiral.
173     INT. RELIANT BRIDGE                     173
                                KIRK'S VOICE
                This is Admiral Kirk.
                                (MORE)
                                        (CONTINUED)
88.
173     CONTINUED:                                      173
                                KIRK'S VOICE (CONT'D)
                We tried it once your way, Khan.
                Are you game for a rematch?
        Khan's eyes bulge -
174     INT. ENTERPRISE BRIDGE          174
                                KIRK
                Khan - !  I'm laughing...
175     INT. RELIANT BRIDGE                     175
                                KIRK'S VOICE
                ... at the "superior" intellect.
                                KHAN
                Full impulse power!
                                JOACHIM
                No.  Sir!  You have Genesis -
                You can have whatever you -
                                KHAN
                Full power damn you!
        And he reaches across and executes it himself.
176     INT. ENTERPRISE BRIDGE          176
        They react to Reliant's speed-up.  The nebula approach
        is ON SCREEN.
                                KIRK
                        (dry)
                I'll say this for him:  he's
                consistent.
                                SPOCK
                We are now entering the Mutara
                Nebula.
177     EXT. SPACE - THE MUTARA NEBULA          177
        WE'RE VERY CLOSE NOW, and SEE CLEARLY the swirling,
        slowly moving gasses, magenta, purple, etc.
                                        (CONTINUED)
89.
177     CONTINUED:                                      177
        There are veils of luminescent materials and through
        all an interlace of unpredictable electrical charges.
        Like lightning, these intermittent great flashes
        illumine whole sections of the nebula.  OUR VIEW is
        moving slowly forward...
                                KIRK'S VOICE
                Emergency lights.
178     THE NEBULA                                      178
        As Enterprise whooshes into the PICTURE headed into
        the purplish gas - and disappears into a cloud bank
        of the stuff.
        A moment then Reliant APPEARS, pursues Enterprise
        into the gloom, also disappears.
179     INT. RELIANT SCREEN                     179
        ON SCREEN the picture is squirrelly purple, breaking
        up.  Blindness.  Panic.
                                KHAN
                Tactical!
                                JOACHIM
                        (tries)
                Inoperative.
                                KHAN
                Raise the shields...
        Electrical forces raging without are also reflected on
        the circuits within.  It's bumpy, on top of everything
        else.  Electronic WHINING.
                                JOACHIM
                As I feared, sir.  Not functional.
                I'm reducing speed.
        Khan does not argue.
180     EXT. SPACE - PURPLE - SERIES OF SHOTS           180
        Cautiously Reliant emerges from a massive "cloudbank."
        electrical discharges abound.  Barely moving, she
        feels her way forward.  Alone.
90.
181     ANGLE WIDENS                            181
        A treat:  Enterprise is above and behind Reliant.
182     INT. ENTERPRISE BRIDGE - ON SCREEN              182
        Reliant's image is breaking up.
                                CADET'S VOICE
                Target, sir!
                                SULU
                Phaser lock inoperative, sir.
                                KIRK
                Best guess, Mister Sulu.  Fire
                when ready.
        Sulu strains, then fires - just as an electrical
        disturbance bounces off the bridge -
183     EXT. SPACE NEBULA                       183
        The bounce causes Sulu's phaser shot to go wide of
        Reliant, amid CRACKLING discharges -
184     INT. RELIANT BRIDGE                     184
        rolls from the near-miss concussion -
                                KHAN
                Aft torpedoes - fire - !
185     EXT. SPACE NEBULA                       185

        Reliant is wide of the mark with a photon torpedo.
        A BLINDING ELECTRICAL DISCHARGE.  When it clears,
        Enterprise appears to be alone.
186     INT. ENTERPRISE BRIDGE          186
        ON SCREEN, nothing but magenta amid picture breakup -
                                KIRK
                        (sweating)
                Hold your course.
91.
187     EXT. NEBULA                             187
        Enterprise feeling its way...
188     ON BRIDGE - POV ON SCREEN               188
        All peer into the lousy picture.  Occasional electrical
        flashes.
189     EXT. SPACE NEBULA                       189
        Still Enterprise moves forward... A LARGE FLASH....
        A SUDDEN GLIMPSE:  Reliant boring in on collision course!
190     INT. ENTERPRISE BRIDGE          190
        A sudden clearing ON SCREEN:  Reliant!
                                KIRK
                Evasive starboard!
        Hard over, but not fast enough.  Reliant fires a phaser.
191     EXT. ENTERPRISE                         191
        CLOSE, LOW on   Enterprise.
192     RELIANT                                 192
        HIGH ANGLE as Reliant moves FG, firing.
193     EXT. ENTERPRISE                         193
        Reliant's phaser shot hits the Enterprise torpedo
        room in dorsal fin area of ship.
194     INT. ENTERPRISE TORPEDO ROOM            194
        An EXPLOSION rocks the room and...
195     EXT. ENTERPRISE                         195
        Phaser fire hits Enterprise, causing white explosion
        to COVER SCREEN.
92.
196     INT. ENTERPRISE ENGINE ROOM             196
        Men fall into explosion area - smoke covers SCREEN.
197     INT. ENTERPRISE BRIDGE          197
        The bridge rattles from the explosion below; Sulu is
        thrown from his chair.  Saavik leaps to her post -
                                KIRK
                Fire!
198     EXT. ENTERPRISE                         198
        Enterprise fires.
199     EXT. RELIANT                            199
        Reliant moving as its bridge is hit by phaser fire.
        Explosion covers SCREEN.
200     INT. RELIANT BRIDGE                     200
        The bridge is damaged; Joachim and others are wounded...
        Khan moves around bridge to piece of fallen equipment,
        lifts heavy piece of wreckage and tosses it.  He reacts,
        looking down O.S.
201     INT. ENTERPRISE ENGINE ROOM             201
        Bones is there, helping some stunned crewmen.  The
        reactor room flashes a red warning light and glows
        with a blue light.  The air is heavy with smoke but
        the doors, damaged earlier, still hold.
                                KIRK'S VOICE
                Damage, Mister Scott?
                                SCOTTY
                Admiral, I've got to take the mains
                off the line.  The - radiation -
        Scotty starts to pass out and McCoy grabs him, dragging
        him out.
                                KIRK'S VOICE
                Scotty?!
93.
202     INT. RELIANT BRIDGE                     202
        Khan kneels on the floor, holding the dying Joachim
        in his arms.  Joachim dies with his eyes open; Khan
        hugs him fiercely.
                                KHAN
                Joachim!
                                JOACHIM
                Yours...is...the superior...
                                KHAN
                I shall avenge you -
203     EXT. SPACE & NEBULA                     203
        Reliant enters and disappears into a deep purple mass.
204     INT. ENTERPRISE BRIDGE          204
        The bridge door opens and closes; Chekov, faint,
        stands there.
                                CHEKOV
                Could you use another hand,
                Admiral?
                                KIRK
                Man the weapons console, Mister
                Chekov.
        ANGLE FAVORING David as the others react to Chekov
        taking his place.  Quiet.
                                KIRK
                        (continuing)
                Spock?
        Spock is bent over the scanner -
                                SPOCK
                Sporadic energy readings port side,
                aft.  Could be an impulse turn.
                                KIRK
                He won't break off now.  He followed
                me this far, he'll be back.  But,
                from where...?
                                        (CONTINUED)
94.
204     CONTINUED:                                      204
                                SPOCK
                He's intelligent, but not experienced.
                His pattern indicates two-dimensional
                thinking...
        Kirk looks at him, smiles.
                                KIRK
                Full stop.
                                SULU
                Full stop, sir.
                                KIRK
                Descent ten thousand meters.  Stand
                by photon torpedoes.
205     EXT. ENTERPRISE                         205
        Enterprise moves DOWN; lights flash within nebula.
        Reliant emerges from murky clouds, moving forward.
206     INT. RELIANT RIDGE                      206
        CLOSE on large screen with static and criss-crossing
        colors.  Khan clasps his hands in front of his face,
        sighs, watches O.S. screen, reacting.
207     EXT. RELIANT & ENTERPRISE               207
        Reliant moves into foreground as Enterprise appears,
        moving upward into view behind it.
208     INT. ENTERPRISE BRIDGE          208
        Chekhov's hand pulls out torpedo fire button.
                                CHEKHOV
                Torpedoes ready, sir.
209     EXT. RELIANT & ENTERPRISE               209
        Reliant motionless in the f.g. amid occasional flashes.
        Now, behind Reliant and from below, like a great whale
        rising from the depths, Enterprise rises vertically,
        slowly passing the unsuspecting enemy.  When
        Enterprise is above, behind and quite close:
95.
210     INT. ENTERPRISE BRIDGE          210
        Reliant ON SCREEN, intermittent but clear.
                                KIRK
                Look sharp!
                        (pause)
                Fire!
211     EXT. RELIANT & ENTERPRISE               211
        Enterprise fires.  Reliant's bridge is hit and explodes.
212     INT. RELIANT BRIDGE                     212
        Khan is walking forward through doorway to bridge as
        it explodes and he falls, screaming.
213     INT. ENTERPRISE BRIDGE          213
                                KIRK
                Fire!
214     EXT. RELIANT & ENTERPRISE               214
        Past Reliant at Enterprise firing torpedoes, hitting
        Reliant's port engine, scattering debris into space.
        CLOSE ON RELIANT EXPLODING
215     INT. RELIANT                            215
        Crew men fall from the impact of torpedo fire and
        explosion.
216     EXT. ENTERPRISE                         216
        Firing torpedo.
217     EXT. RELIANT                            217
        Torpedo hits causing explosion.  Engine breaks away
        into space.  Explosion covers SCREEN.
96.
218     INT. RELIANT BRIDGE                     218
        Joachim's body is slumped in FG.  Khan and others are
        thrown about from explosion hitting bridge.
219     EXT. RELIANT                            219
        CAMERA PULLS BACK with Reliant moving into FG, one
        engine gone.
220     INT. ENTERPRISE BRIDGE          220
        No cheers, just deadly professionalism.
                                KIRK
                Uhura, send to Commander, Reliant:
                prepare to be boarded.
                                UHURA
                Aye, sir.
                        (into headset)
                Commander Reliant, prepare to be
                boarded.
221     INT. RELIANT WRECKAGE           221
        Amid the smoke and ruins, WE SEE no signs of life.
                                UHURA'S VOICE
                Surrender and prepare to be boarded.
                Enterprise to Reliant.  You are
                ordered to surrender your vessel.
                Respond!
                        (scuffling noise)
                Reliant!  Come in, Reliant!  You
                are ordered to surrender your
                vessel!
222     INT. ENTERPRISE BRIDGE          222
        Uhura at Comm.
                                UHURA
                Enterprise to Reliant.  You are
                ordered to surrender your vessel.
                Respond.
97.
223     INT. RELIANT WRECKAGE           223
        IN f.g. chillingly, Khan rises INTO SHOT by the main
        console.  He is horribly burned, and it is clear that
        he is clinging to life.
                                KHAN
                No... Kirk.  The game's not over.
        As Uhura's voice continues O.S., Khan pulls himself into a
        chair at the console, one of his hands useless at his side.
224     INT. RELIANT TRANSPORTER ROOM           224
        Lower half of Genesis device on pod, lighting up.
225     INT. RELIANT BRIDGE                     225
        Khan pushes another control.
226     INT. RELIANT TRANSPORTER ROOM - GENESIS DEVICE          226
        Genesis comes to life.
227     INT. RELIANT BRIDGE                     227
        Khan turns controls on console.  CAMERA MOVES IN.
228     INT. TRANSPORTER ROOM - GENESIS         228
        The device begins to hum.
229     INT. RELIANT BRIDGE                     229
                                KHAN
                To the last I will grapple with
                thee!
        Painfully, with one good arm, he starts arming the
        Genesis console.
230     INT. ENTERPRISE BRIDGE          230
        Kirk swivels in chair to face Spock.
                                        (CONTINUED)
98.
230     CONTINUED:                                      230
                                SPOCK
                Admiral.  Scanning an energy source
                on Reliant.  A pattern I've never
                seen before.
        David peers closer over Spock's shoulder, reacts.
                                DAVID
                It's the Genesis Wave!
                                KIRK
                What?
                                DAVID
                They're on a build-up to detonation!
                                KIRK
                How soon -
                                DAVID
                We encoded four minutes -
                                KIRK
                We'll beam aboard and stop it -
                                DAVID
                You can't!
        The briefest stunned moment.  Kirk hits intercom:
                                KIRK
                Scotty, I need warp speed in three
                minutes or we're all dead!
        STATIC.
                                UHURA
                No response, Admiral.
                                KIRK
                Scotty!
        Spock leaps from his place and deciparas through the
        Turbo doors.
                                KIRK
                        (continuing)
                Mister Sulu, get us out of here,
                best possible speed!
                                SULU
                Aye, sir!
99.
231     EXT. SPACE NEBULA                       231
        Enterprise backs away from Reliant.  Her speed is
        painfully slow.
232     INT. RELIANT TRANSPORTER ROOM - GENESIS         232
        Genesis glows with power.
233     INT. ENTERPRISE ENGINE ROOM AREA                233
        Spock on ladder; he bends down and lifts hatch cover.
234     EXT. ENTERPRISE                         234

        Moving slowly.
235     INT. ENTERPRISE ENGINE ROOM             235
        Spock moves down ladder to floor of engine room toward
        Scotty's unmanned console.
236     EXT. RELIANT                            236
        Reliant drifts into the nebula
237     INT. ENTERPRISE ENGINE ROOM             237
        Spock rushes in.  Bones ministers to Scotty, b.g.
        Spock sizes up the situation, starts for the radiation
        room, Bones intercepts him.
                                BONES
                Are you out of your Vulcan mind?
                No human can tolerate the radiation
                that's in there!
                                SPOCK
                As you are so fond of observing,
                Doctor, I am not human.
                                BONES
                You're not going in there - !
                                        (CONTINUED)
100.
237     CONTINUED:                                      237
                                SPOCK
                Perhaps you're right.  What is
                Mister Scott's condition?
                                BONES
                Well, I don't think that he...
        He gives Bones the Vulcan nerve pinch.  Bones goes
        down.
                                SPOCK
                I'm sorry, Doctor.  I have no time
                to discuss this logically -
        CLOSE ON Spock's hand on side of McCoy's face, eyes
        closed.
                                SPOCK
                        (continuing)
                Remember.
        Spock presses the access button and enters the reactor
        room, a separated area behind radiation-proof glass
        and metal, RED FLASHING LIGHTS and an iridescent blue
        glow within.
238     ANGLE - SCOTTY                          238
                                SCOTTY
                        (in horror)
                Spock - get out of there!
                Spock!!  Spock!!  Get outta
                there!
239     EXT. SPACE & ENTERPRISE         239
        Enterprise travels forward slowly, followed by Reliant
        drifting behind, moving through the nebula's flashing
        lights.
240     INT. ENTERPRISE BRIDGE          240
                                KIRK
                Time from my mark...
                                SAAVIK
                Two minutes, ten seconds.
                                        (CONTINUED)
101.
240     CONTINUED:                                      240
                                KIRK
                        (intercom)
                Engine room!  What's happening?!
241     INT. THE ENTERPRISE ENGINE ROOM         241
        Outside the glass, Scotty and Bones screaming!
                                BONES
                Spock!
                                SCOTTY
                Spock!
                                BONES
                You dumb ninny!  Get out of
                there!
        REVERSE ANGLE as Spock works inside with radiation,
        lifts top of radiation container, releasing power
        as it bursts up into his face.
                                SCOTTY
                No!  God, don't, Spock!
242     WITHIN                                  242
        WE CAN SEE the silent urging of Bones and Scotty.
        Spock is oblivious.  Amid the fire-blue arcs, he moves
        to the control panel.  Between his hands and the controls,
        power arcs insanely.  Spock is an inferno, a radiation
        hell, fighting now with all his strength to control it.
        Slowly, the damping rods move out.  Spock moves to a
        manual control, begins to turn it.
243     EXT. ENTERPRISE & NEBULA                243
        Enterprise and Reliant SEEN drifting in BG.  Enterprise
        exits.
244     INT. RELIANT TRANSPORTER ROOM & GENESIS         244
        Genesis glows.
102.
245     INT. BRIDGE ENTERPRISE          245
        Reliant, now symbol of death, ON SCREEN.
                                KIRK
                Time!
                                SAAVIK
                Three minutes, thirty seconds.
                                KIRK
                Distance from Reliant?
                                CHEKOV
                Four thousand kilometers.
                                SULU
                We're not going to make it,
                are we?
        Kirk looks at David, but David shakes his head.  No way.
246     INT. RELIANT BRIDGE                     246
        ON SCREEN, Enterprise, intermittent image, backs away.
        Khan smiles triumphantly through his pain.  An
        electronic power SOUND has been building.
                                KHAN
                No... You can't get away... From
                hell's heart I stab at thee...
                        (amid the pain)
                For hate's sake... I spit my last
                breath at thee!
        Khan topples forward, dead.  The WHINE continues to build
        chillingly.
247     INT. TRANSPORTER ROOM - GENESIS         247
        Genesis glowing, vibrating with power.
248     INT. ENTERPRISE REACTOR ROOM            248
        Through the glass walls, CAMERA PANS UP with Spock, rising.
        He sets top back, covering escaping radiation.
103.
249     INT. ENTERPRISE BRIDGE          249
        CLOSE on monitor as levels change.
                                CADET
                Sir!  The mains are back on line!
                                KIRK
                Bless you, Scotty!  GO, Sulu
250     EXT. SPACE NEBULA                       250
        With a burst of warp speed, Enterprise accelerates
        out of the lazy pace and whooshes OUT OF SCENE,
        leaving Reliant behind.
251     EXT. SPACE - RELIANT                    251
        The WHINE increasing, the dead ship Reliant alive with
        danger...
252     EXT. ENTERPRISE                         252
        The Enterprise safely outside the explosion, moving
        rapidly forward, in warp speed.
253     EXT. MUTARA NEBULA - MASTER EFFECT              253
        As Reliant goes, so goes the nebula.  The "Genesis
        Effect" WE SAW in its earliest experiments, now seems
        familiar on a gigantic, cosmic scale.
        The blinding flash at first, followed by the same tumbling
        turbulence of the miniature effect.  It is awesome.
254     INT. ENTERPRISE BRIDGE          254
        The bridge doors open and Carol appears.  instinctively
        she draws near her son.
        Finally, Kirk turns, sees Carol -
                                KIRK
                My God, Carol!  Look at it.
                                        (CONTINUED)
104.
254     CONTINUED:                                      254
        ON SCREEN and INTERCUT - GENESIS TUMBLES and starts
        evolving.  A moment in history.
                                KIRK
                        (continuing, on
                        intercom)
                Engine room.  Well done, Scotty.
                                BONES' VOICE
                        (after a beat)
                Jim!  I think you'd better get
                down here.
        The tone frightens Kirk.
                                KIRK
                Bones?
                                BONES' VOICE
                Better hurry!
                                KIRK
                Saavik, take the con.
        He moves though the doors quickly, leaving the rest
        staring at the new world evolving.
255     EXT. GENESIS & SPACE                    255
        Red hot clouds surround the new planet being born.
256     INT. ENTERPRISE CORRIDORS               256
        Endless.  Kirk runs forever, feet pounding down,
        down, down -
257     EXT. GENESIS & SPACE                    257
        The clouds tumble and move, new things lie beyond -
        The red dims.
258     INT. ENTERPRISE ENGINE ROOM             258
        Kirk emerges to encounter Scotty and Bones.  Their looks
        tell him.  He sees the flashing light over the reactor
        room.  He dashes for the control panel.  Bones grabs him.
                                        (CONTINUED)
105.
258     CONTINUED:                                      258
                                BONES
                Don't!  You'll flood the whole
                compartment...!
                                KIRK
                He'll die - !
                                SCOTTY
                        (also holds him)
                Sir!  He's dead already!
             Kirk's eyes bulge.
                                BONES
                It's too late.
259     ANGLE AT REACTOR ROOM GLASS DOOR                259

        With stunned understanding, Kirk stumbles to the door,
        sees Spock on his knees, hands blackened, face cracked
        with radiation lines and scars.
        Spock shakes his head.  With a feeble hand he reaches
        the intercom button:  FILTERED communication.
                                KIRK
                        (mouths word)
                Spock!
                        (calls out into
                        intercom)
                Spock!
                                SPOCK
                Ship - out of danger?
                                KIRK
                Yes -
        Spock is satisfied; he fights for breath.
                                SPOCK
                Do not grieve, Admiral - it is
                logical:  the needs of the many
                outweigh -
        He almost keels over.  Kirk has tears steaming down
        his face.
                                KIRK
                ... the needs of the few...
                                        (CONTINUED)
106.
259     CONTINUED:                                      259
                                SPOCK
                Or the one.
        He props a hand on the glass to support himself.  Kirk's
        hand reflexively goes to match Spock's on the other side
        of the glass -
                                SPOCK
                        (continuing)
                I never took the Kobayashi Maru
                test - until now.  What do you
                think of my solution?
                                KIRK
                Spock...!
                                SPOCK
                I have been - and always will be
                - your friend...Live.  Long.  And.
                Prosper.
        Spock falls.  Bones and Scotty react.
                                KIRK
                No...!
                                DISSOLVE TO:
260     INT. ENTERPRISE                         260
        CAMERA PANS DOWN with Spock's burial capsule covered
        with the Starfleet Logo/flag, being lowered down to
        Torp. Bay 2.  We SEE the Ship's Company in full dress
        uniforms assembled for ship's burial service.
        Over the PULLBACK, we HEAR:
                                KIRK
                We are assembled here today to
                pay final respects to our honored
                dead.
        Carol and David are PROMINENTLY FEATURED.
        David watching Kirk attentively.  So are Sulu, Uhura,
        Chekov, and Saavik.  Bones stands next to Kirk.  Scotty
        carries his bagpipes.  Saavik wears her hair down.
                                        (CONTINUED)
107.
260     CONTINUED:                                      260
                                KIRK
                        (continuing)
                And yet, it should be noted, that
                in the midst of our sorrow, this
                death takes place in the shadow of
                new life, the sunrise of a new world,
                a world that our beloved comrade
                gave his life to protect and
                nourish.  He did not feel this
                sacrifice a vain or an empty one -
                and we will not debate his profound
                wisdom at these proceedings.  Of
                my friend, I can only say this...
                of all the souls I have encountered
                in my travels, his was the most -
                        (he falters)
                - human.
                                SULU
                Honors - hup!
        All Starfleet personnel salute.  Scotty begins to PIPE,
        an odd blare which mellows into Amazing Grace.  Kirk
        nods a signal.
261     THE CAPSULE                             261
        A gleaming black projectile is carried by pallbearers
        into the launching chamber, which locks behind it.  At
        a hand signal from a TORPEDOMAN, the projectile is
        fired.  NOISE.
262     EXT. SPACE                                      262
        Spock's remains seen on their way to the new world.
        The capsule grows too small to SEE.  The bagpipes STOP.
263     INT. KIRK'S QUARTERS                    263
        After a long moment, the CAMERA DISCOVERS Kirk.  He
        pours a drink, then decides not to have it.
        He sits wearily, not knowing how to shake the ghosts.
        Then he sees the book.
        Kirk picks up the battered volume, the gift from his
        friend, and closes his eyes a moment.  Almost idly he
        starts turning pages, looking for a clue.
                                        (CONTINUED)
108.
263     CONTINUED:                                      263
        But he can't see the writing - He rummages through his
        pockets and pulls out the half-glasses -
        One of the lenses is broken.  It has a deep impact on
        Kirk.  He puts down the book and glasses and covers
        his eyes.
        A SOFT BONG.  Kirk clears his throat.
                                KIRK
                Come.
        The door whooshes open and closes to admit David.  The
        last person Kirk expected to see.
                                DAVID
                I don't mean to intrude.
                                KIRK
                No, not at all.  I should be on
                the bridge.
                                DAVID
                Look, can I talk to you for a
                minute?
                                KIRK
                I poured myself a drink.  Would you
                like it?
                                DAVID
                Lieutenant Saavik was right:  you
                never have faced a death.
                                KIRK
                        (hoarse)
                No.  Not like this.  I haven't faced
                death, I've cheated death.  I've
                tricked my way out of death and patted
                myself on the back for my ingenuity.
                I know nothing.
                                DAVID
                You knew enough to tell Saavik that
                how we face death is at least as
                important as how we face life -
                                KIRK
                Just words -
                                        (CONTINUED)
109.
263     CONTINUED:  (2)                         263
                                DAVID
                But good words.  That's where ideas
                begin.  Maybe you should listen to
                them.  I was wrong about you.
                        (pause)
                And I'm sorry.
                                KIRK
                Is that what you came here to say?
                                DAVID
                Mainly.
                        (he starts out,
                        then turns - )
                And also that I'm proud - very
                proud - to be your son.
        A stunned moment, then Kirk lets it all hang out:  for
        David, for Carol and for Spock.  He hugs his son,
        holding onto him as to life itself.
264     EXT. SPACE                                      264
        The Enterprise passes the new planet in all its beauty.
265     INT. ENTERPRISE BRIDGE          265

        The door whooshes.  Kirk strides on the bridge, David
        with him.  Carol is there with Bones; they are glad at
        what they see.
266     EXT. SPACE & ENTERPRISE         266
        Enterprise moving as the sun goes behind the Genesis
        planet.
                                KIRK'S VOICE
                Captain's Log, Stardate eighty-
                one, thirty-one, point six.
267     INT. ENTERPRISE BRIDGE          267
        Kirk walks forward across bridge past Sulu.  CAMERA
        PULLS BACK with him to railing to include McCoy and
        Carol looking at large screen with a full view of the
        new Genesis planet with the sun coming around its side.
                                        (CONTINUED)
110.
267     CONTINUED:                                      267
                                KIRK
                Starship Enterprise departed for
                Ceti Alpha Five to pick up the
                crew of the USS Reliant.  All is
                well.  And yet, I can't help
                wondering about the friend I
                leave behind.  there are always
                possibilities, Spock said.  And
                if Genesis is indeed "life from
                death," I must return to this place
                again.
                                BONES
                He's really not dead.  As long as
                we remember him.
                                KIRK
                "It is a far, far better thing I do
                than I have ever done before.
                        (beat)
                A far better resting place that I
                go to than I have ever known."
                                CAROL
                        (soft)
                Is that a poem?
                                KIRK
                No.  Something Spock was trying to
                tell me.  On my birthday.
        Kirk shakes his head, remembering -
                                BONES
                You okay, Jim?  How do you feel?
                                KIRK
                        (considers; smiles)
                Young.  I feel young.
268     EXT. SPACE & GENESIS                    268
        CAMERA PANS over surface of planet.  DARK SCREEN.
                                        LAPSE DISSOLVE:
269     EXT. GENESIS & CLOUDS           269
        Swirling, moving clouds.
                                        LAPSE DISSOLVE:
111.
270     EXT. GENESIS SURFACE                    270
        Lush trees and sun shining through them.
                                        LAPSE DISSOLVE:
271     EXT. GENESIS SURFACE                    271
        CAMERA MOVES OVER treetops.
                                        LAPSE DISSOLVE:
272     EXT. GENESIS SURFACE                    272
        Through trees and lush plants, CRANING UP and HOLDING
        on Spock's capsule resting on grass.
                                        LAPSE DISSOLVE:
273     EXT. GENESIS SURFACE                    273
        CAMERA MOVES OVER trees as sun sets and wind blows
        branches on trees.
                                        FADE TO WHITE.
274     FADE IN FROM WHITE:                     274
        EXT. SPACE FINALE (BOARDED)
                                SPOCK'S VOICE
                Space, the final frontier... These
                are the continuing voyages of the
                Starship Enterprise... Her ongoing
                mission:  to explore strange new
                worlds... to seek out new life and
                new civilizations... To boldly go
                where no man has gone before...
        She is moving out now, passing CAMERA and heading toward
        the distant stars.  She is beautiful and they are
        beautiful.  And as she slowly disapepars from VIEW...
        MUSIC RISES.  CREDITS ROLL.
                                 ----------
                                  THE END


                                           THE END