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57 INT. MARS HILTON LOBBY - DAY

Quail passes several kiosks -- a magazine stand, currency exchange, clothing store, shoeshine stand. A SHOESHINE BOY looks up at Quail.

Quail walks past, enters the main lobby. The atrium entryway is absolutely fabulous; a complete contrast to the dirty, Casbah-like streets. AFFLUENT-LOOKING PEOPLE in spotless linen fill the lobby.

Quail stops to examine a large ROTATING DISPLAY sitting on a table in the middle of the lobby. It is a stand-up model of a SPHINX. Across the top is written "THE FIRST WONDER OF MARS". A recorded VOICE repeats a canned speech --

CANNED VOICE "...the Martian Sphinx... only evidence of non-human civilization ever discovered ...age estimated at over eighteen million years...

CLOSE - SHOESHINE BOY

He stares at Quail.

BACK TO SCENE

Quail approaches the Registration Desk.

CLERK Nice to have you back with us, Mr. Hauser.

Quail is startled to be recognized -- particularly by this name. He tries to stay casual.

QUAIL Nice to be back. (pick up pen) I'm flattered you remember me.

CLERK Part of my job, sir.

QUAIL (starts to sign; hesitates) Do you remember my first name, too?

CLERK Charles. Charles Hauser, right?

QUAIL I'm impressed. (now he signs) Listen. I need transportation to the... uh... the Sphinx. Can you arrange it for me?

CLERK I'm sorry, sir. But Earth government has sealed off the excavation site completely. No one but survey teams and archaeologists are allowed closer than twenty miles.

The Clerk taps a few keys on a computer.

CLERK Oh... (spots something on the computer) Do you want the item you left with us?

QUAIL What item? Oh... yes, please.

The Clerk turns to the safe, retrieves an envelope. He hands it -- and an ELECTRONIC ROOM KEY -- to Quail.

58 P.O.V. - THROUGH BINOCULARS - THE SPHINX

Far in the distance, a dusty red structure squats amid barren dunes. We see vehicles, scaffolding, a fortified perimeter.

59 INT. QUAIL'S HOTEL ROOM - DAY

Quail stands at the window, looking through binoculars. He lowers them irritably, tosses them on the bed.

Quail tugs the envelope from his pocket, tears it open. Inside is a single slip of paper, on which is written in longhand:

"MELINA NOEL Last Chance Air Station Kilometer 61 Gird Square T9"

60 EXT. MARS HILTON - SUNSET

It is now sunset on Mars and it's literally of inearthly beauty. The sun is bold and blood red; the foggy, drip- ping glass of the Dome tints the light into strange colors.

Quail emerges from the hotel, properly attired now in a white tropical suit, and starts for the taxi stand.

Behind him, also emerging from the hotel, is the Shoeshine Boy. He keeps out of sight -- but is definitely tailing Quail.

As Quail nears the first solar-powered taxi in line, he is approached by an amiable-looking CALYPSO GUY wearing a West Indian shirt and bright straw hat.

CALYPSO GUY (BENNIE) Need a cab, boss mon?

Quail hesitates, unsure of the protocol.

BENNIE (continuing) Mine's right around the corner.

QUAIL (indicating first cab in line) That one's closer.

BENNIE But I out-hustle him, right?

QUAIL (smiling) Right.

TWO CABBIES exchange curses as Quail, wary, follows the Calypso Guy around a corner, climbs into the small solar car.

62 EXT. CITY DOME - AIR LOCK - SUNSET

An AIR LOCK whooshes open underneath a Checker Cab sign. Bennie and Quail emerge in the solar-powered car -- set off into the desert.

63 EXT. DESERT - SUNSET

The taxi traverses the same type desert that Quail crossed a few hours ago. Only now is looks completely different. The late light tints everything in pastel shades, Quail is awed by the grandeur of the Lawrence-of-Arabia-like setting.

68 EXT. DESERT TRUCK STOP - NIGHT

Quail and Bennie's taxi approaches a brightly-lit oasis in the middle of the desert. There's a cafe, repair facilities and a huge parking lot -- all under a garish neon sign: "LAST CHANCE AIR STATION AND ASLOON - EAT HERE AND GET GAS".

Quail and Bennie's taxi pulls in and parks. In the lot is a collection of strange and colorful vehicles: huge ore trucks that pull eight trailers, mountain prospecting jeeps, Grapes-of-Wrath jalopies. Quail and Bennie disembark, wear- ing breathing masks, and enter the main building.

69 INT. LAST CHANCE AIR STATION - NIGHT

The joint is a combination saloon/cathouse/casino. There are slot machines, HOOKERS, MINERS and HOMESTEADERS; it is like a Nevada brothel -- packed with wild and woolly indi- vidualists, the equivalent of Old West trappers, prospectors and cowboys -- but with a space-age look.

Quail and Bennie elbow their way to the bar. Fragments of conversation are overheard.

MINER #1 ...if that intergalactic little Napoleon thinks I'm sellin' and clearin' outta here, he can think again!

MINER #2 (with a laugh) ...watcha gonna do when he cuts off the air, Luke?

MINER #3 ...you'll be breathin' red dust and shittin' bricks.

Bennie and Quail pass another group.

MINER #4 ...my wife ain't goin' on one of those space shuttles... she hates flyin'...

MINER #5 ...aw, come on... flyin's safer'n crossin' the road...

MINER #6 ...yeah, there ain't been a real disaster since that collision off Phobos, nigh on twenty years ago...

MINER #4 (alarmed) ...well, that killed twelve thousand...

QUAIL What is this, Bennie... Tombstone?

BENNIE Sorta. Bunch of miners out here got their own claims, from way back. Cohaagen's buyin' em all up, says he's gonna cut off the air an' water if they won't sell...

Quail attracts the attention of the BARTENDER.

QUAIL I'm looking for Melina Noel.

BARTENDER You've found her.

His nod indicates an area behind Quail. He turns to see an attractive waitress placing drinks on tables. She doesn't notice Quail. He walks toward her through the crowd. Bennie watches, then tactfully slips away.

MELINA turns to return to the bar and runs straight into Quail. She stops, obviously astonished to see him.

MELINA You bastard!

Almost in tears, she pushes her way through the crowd to a billiard room, which is separated from the main bar by swinging doors.

There are no occupants and it is almost in darkness. Quail, bewildered, follows her. Inside the billiard room he turns on the lights which illuminates the area of the table.

(NOTE: As Quail and Melina speak, the activity in the outside bar can be seen above the swinging doors.)

Melina is still fighting back tears. Quail stops in front of her, unsure about what to do. He has no recollection of how well he might have known this woman.

Suddenly, she slaps him hard across the face.

MELINA (quietly) You bastard...

He rubs his painful cheek.

MELINA (continuing) That's new -- the innocent look. (bitter sarcasm) You didn't have that one before. (beat) Well?

Quail is speechless.

QUAIL Well, uh... I...

MELINA All right, I'll say it for you.

He looks relieved (but tries to cover).

MELINA (continuing) Don't worry. I got the note. You discharged your obligation.

QUAIL What note?

MELINA Oh, the usual one. "Must return immediately to Earth... the wife needs me..."

QUAIL I don't have a wife. Well, I do - but not a real wife. (getting desperate) Hell... look... someone else sent that note. Someone who --

MELINA What are you here for?!

QUAIL For you! I don't even know why --

Melina bursts into tears. Quail rather tentatively puts his arms around her. She welcomes this at first, but then pushes him away.

QUAIL (continuing) Whoever I was, I must have been a helluva guy.

MELINA "Whoever you were"???

QUAIL Listen. I've for to tell you something. I beg you to believe me... help me --

All Melina's suspicions come rushing back.

QUAIL (continuing) Something happened to my mind. Memory suppression, false implant, I don't know what --

Melina backs off. Quail grows more desperate.

QUAIL (continuing) What I'm saying is... I don't remember you. I don't remember us. I don't remember me --

Melina's expression grows dead hard.

MELINA [And I thought...]

QUAIL Who is us?

MELINA (ignoring the question) Memory erasure is what they use on agents. Go away.

QUAIL Wait... I was an agent -- I'm not now -- just tell me who I am! How did we know each other? Why are they trying to kill me?!

He takes a step toward her, nearly frantic.

MELINA I'm not trusting you again.

QUAIL You loved me once, you must have --

MELINA That you was a liar. Who you are now I don't even know.

QUAIL Please, Melina --

MELINA (tears starting) Get out!

QUAIL I need your help --

MELINA (crying quietly) Get out! Get the hell away from me!

Quail gives up; goes through the doors and leaves. Melina slumps her shoulder against the table and cries.

77 INT. LAST CHANCE AIR STATION GARAGE - NIGHT

Quail enters from the cafe. Bennie is kneeling beside his taxi, repairing a tire. He look up, sees Quail approach.

On his right hand, Bennie has a mechanical device capable of spinning 360 degrees. He uses it to twirl a lug nut tight on his tire. As Quail approaches, Bennie removes the TOOL ATTACHMENT from his HAND, tosses it into a kit beside the taxi.

BENNIE You don't look so good, boss. All over the Universe, women is an awful curse.

He opens the door for Quail, beams.

80 INT. SOLAR-POWERED CAR - NIGHT - MOVING - DESERT BACKGROUND

Quail still broods, Bennie tries to cheer him up.

BENNIE It's a tough planet, boss.

QUAIL Yeah, right.

BENNIE Some guy really screwed her - screwed her up real good. Some Earthman. Just hopped on a space shuttle.

Bennie bright tone isn't improving Quail's mood.

QUAIL Listen, Bennie. You're pretty well informed?

BENNIE If that means I know it all, you're right, boss.

QUAIL What do you know about the Sphinx?

BENNIE I don't know nothin'. Not about the Sphinx. That's out of the ball park.

QUAIL I have to get there. Can't you help me?

BENNIE No can do, mon. You want women, cigarettes, red-market money, booze, even air or water... Bennie's your man. But the Sphinx... that's E.I.O. --

80A INT. CITY UNDER THE DOME - NIGHT

The solar car is moving through the crowd, when suddenly SIRENS approach on a cross street. Bennie brakes and stops. He and Quail watch as POLICE MOTORCYCLES clear a path for a huge, GAS-POWERED LIMO. MINERS on the sidewalks shout CURSES, OBSCENITIES --

BENNIE Well... look at that one, eh?

QUAIL What?

BENNIE Big cheese in town. Big smelly cheese.

QUAIL Cohaagen? But isn't he often here?

BENNIE No way. That cat just cheat the Martian workers without ever leavin' his place in Beverly Hills. Somethin' must be cookin'.

Quail keeps his face in shadow and watches Cohaagen with curiosity as he passes. Cohaagen is lit up briefly by a street lamp. His face makes an impression on Quail, who perhaps faintly remembers him in the past.

82 INT. QUAIL'S HOTEL ROOM - NIGHT

Quail enters, turns on the lights, locks the door. He checks all the rooms. Then he crosses to the dresser, studies himself in the mirror. He looks haggard.

Quail opens a drawer, takes out his "emergency case," sets it on top and opens it. He removes a shoulder holster and pistol, sets them aside. He takes out a tape recorder.

He sets the recorder down gingerly, as if somewhere in there were contained the answers to all his questions. He's just about to activate it, when he hears a KNOCK at the door.

Quail freezes. Another KNOCK.

VOICE (O.S.) (through door) Mr. Hauser...

QUAIL Who is it?

VOICE (O.S.) Mr. Hauser, I want to talk to you... about Douglas Quail.

Quail ditches the recorder and the "emergency case" into the drawer -- everything except the PISTOL.

Quail approaches the door very cautiously (from the side -- out of the line of fire).

QUAIL (tensely) Who are you?

VOICE (O.S.) My name is George Edgemar. I work for Rekall, Incorporated.

QUAIL (stunned; incredulous) Rekall??

VOICE (O.S.) Yes. It's difficult to explain... Could you open the door, please? I'm not armed.

Quail opens it carefully, his gun at the ready, but out of view of the person at the door.

A dignified-looking GENTLEMAN stands there, calm and pleasant, wearing an Earth-style business suit.

EDGEMAR Hello, Mr. Quail. May I come in? I won't be offended if you prefer to keep the gun you're holding trained on me.

He can't see the gun, but somehow knows.

QUAIL All right... come in.

Quail does keep his gun trained on the man. The man enters, holding in his outstretched hand -- a business card.

EDGEMAR My card, Mr. Quail.

Quail frisks him, then takes the card, glances at it.

QUAIL Okay -- so you're Doctor George Edgemar of 'Rekall, Inc.' So?

EDGEMAR As I said... this is going to be very difficult -- for both of us.

QUAIL I'm listening.

EDGEMAR Mr. Quail... I'm afraid you're not really standing here at this moment.

QUAIL Sat that again.

EDGEMAR I said, you're not really here. Neither am I. We're both in the Memory Studio -- in the offices of Rekall, Inc. On Earth.

Long pause.

QUAIL Are you trying to tell me that this is all part of some... artificially injected fantasy? That I never really left Earth?

EDGEMAR No, not quite. We didn't give you this. You're creating it yourself -- (pauses, choosing his words) Remember the option we offered you? Intelligence agent? Something inside you liked that idea, fastened on it. What you're experiencing now is a free-form delusion that you yourself are fabricating.

QUAIL What is this shit you're giving me?

EDGEMAR This is not -- shit, Mr. Quail. It's the truth. (beat) I know it's very hard for you to accept, but you're having a schizophrenic reaction... we can't snap you out of the Narkadine. You're in a world of your own fantasy.

QUAIL Then how the hell can you be in my dream -- if you know it's just a dream?

EDGEMAR I've been artificially implanted -- like the first part of your fantasy. I'm actually monitoring your dream at a psychoprobe console. This is a last resort. When somebody gets stuck in their own fantasy, we send in someone after them. A specialist, like myself.

QUAIL I don't believe a word you're saying.

EDGEMAR I was afraid you'd think that. I'm sorry to have to do this, but you really are stuck. (calls out) Doctor Noel, would you come in now please?

The door starts to open. Quail pivots and points his gun at the opening door.

MELINA walks in, carrying a CLIPBOARD. She looks at Quail with professional detachment.

MELINA Yes, Mr. Quail, I'm afraid it's all true.

Quail is staggered.

MELINA (continuing) I tried to break through to you earlier, but you just molded me into your fantasy. Sometimes it takes Dr. Edgemar to get through to a client as tough as you.

QUAIL (wavering) So what's supposed to happen now?

EDGEMAR Just do exactly as we tell you.

QUAIL (stares at him coldly) Somehow that doesn't appeal to me.

MELINA Please, Mr. Quail... try to cooperate. You're having a schizophrenic embolism.

EDGEMAR If we can't get you out now... you may never come out of it. Your wife calls every day --

CLOSE - QUAIL

Even more suspicious.

TWO SHOT - QUAIL AND EDGEMAR

QUAIL If this is a fantasy, there'll be no real consequences when I pull this trigger.

EDGEMAR But there will by consequences inside your mind. Consequences that won't hurt me... but could be fatal to you. (beat) If you shoot me, you'll wipe me out of your fantasy -- I can't come back again. Because to you, I'll be dead. I can't help you get back to reality. You'll be stuck in permanent psychosis.

CLOSE - QUAIL

Trembling, holding the gun point blank in Edgemar's face.

CLOSE - EDGEMAR

Showing no fear of tension whatever.

EDGEMAR You're going to lower the gun, Mr. Quail. You're going to hand it to me --

CLOSE - QUAIL

Straining desperately to find the true "reality."

EXTREME CLOSEUP - TRIGGER OF GUN

Quail's finger on it.

TWO SHOT - QUAIL AND EDGEMAR

EDGEMAR You're going to do exactly what I tell you --

Quail PULLS THE TRIGGER!

REVERSE ANGLE - BACK OF EDGEMAR'S HEAD

We SEE the results of the gunshot from this angle only, and so BRIEFLY as to produce an almost SUBLIMINAL effect: the back of Edgemar's head blows off --

He collapses to the floor.

Melina LEAPS at Edgemar's falling form and CLAMPS HER HANDS over Edgemar's RIGHT HAND!

MELINA Watch out, Charles! There's more of them in the hall!

Quail spins toward the door just as it BURSTS OPEN. A man enters, firing, but Quail has fallen to the floor and returns the fire. He staggers back out into the corridor and slams against the wall, dead.

VOICE (O.S.) (from hall) You've had it, Hauser! Throw out your weapon if you want a past!

Melina is still crouched by Edgemar's body, holding his HAND for some reason. Her CLIPBOARD dangles by her side.

MELINA (whispering) There's an explosive in the clipboard! He has a dead-man switch in his hand!

Squeezing Edgemar's hand shut with one of hers, she holds up her other wrist -- to show that the CLIPBOARD IS BOUND TO HER WRIST BY A CHAIN!

VOICE (O.S.) What do you say, Hauser? We haven't got all night! Hauser?

Quail (Hauser) SHOOTS OFF the chain.

QUAIL What happens it I come out?

Quail takes the CLIPBOARD from Melina and eases himself to the side of the doorway.

VOICE (O.S.) We'll put in a word with the big boys. Maybe you'll just get exile to Venus.

QUAIL All right. Here comes the weapon.

Quail reaches around the corner and SAILS THE CLIPBOARD into the hallway. Melina lets go of Edgemar's hand --

There is a TREMENDOUS EXPLOSION in the hallway,

83 INT. HALLWAY - NIGHT

Quail comes out in crouch, ready to shoot. On the floor lies a DEAD MAN and the body of the Shoeshine Boy, sprawled grotesquely. The hallway is filled with smoke. The floor covered with debris. Plaster falling from the ceiling.

All over the hotel, ALARMS begin BLARING.

84 INT. QUAIL'S ROOM - NIGHT

Quail strides back in, icy-furious. He seizes Melina by the wrist and drags her after him into the corridor.

84A INT. CORRIDOR - NIGHT

Two more E.I.O. men appear but Quail shoots them while dragging Melina down the hall in the opposite direction. He pushes open the door leading to the staircase.

84B INT. STAIRCASE - NIGHT

Quail and Melina run down the stairs. On the next landing is a service elevator, from which a waiter is emerging carefully carrying a tray with hors d'oeuvres and champagne.

QUAIL Back in, quick!

WAITER Wouldn't you prefer your order in your room, sir?

QUAIL In!

Quail bundles the waiter unceremoniously back inside the elevator.

84C INT. LIFT - NIGHT

Quail presses the basement button. As he talks to Melina he opens the champagne and pours two glasses. The waiter is too frightened to protest.

QUAIL Okay. Answers! Now!

MELINA They kidnapped me. Said they'd kill you if I didn't cooperate. I told them I didn't care, but then when I realized they meant it...

QUAIL I don't know why they're after me, but what's your connection with all this?

MELINA We were together before.

QUAIL Believe me, I'm really sorry I can't recall the details of that encounter.

The elevator has reached the basement. They rush out.

85 EXT. ALLEY BEHIND HILTON - NIGHT

Quail and Melina run from a basement door into an alley.

A solar car whips out in front of them. Quail and Melina leap aboard.

MELINA Go, Bennie, for God's sake!

86 INT. BENNIE'S SOLAR CAR - NIGHT

Bennie weaves as fast as he can in and out of the traffic, Quail and Melina ducking out of view in the passenger seat.

BENNIE (glances in mirror) Bad news, boss lady.

MELINA What?

BENNIE Black cruiser just pull out behind us.

86A EXT. CITY STREET - NIGHT

A large gas-powered official-looking car is pushing its way through the crowds and traffic behind them.

86B INT. BENNIE'S CAR - NIGHT

Quail is aiming his gun at the following car.

BENNIE Forget the shooter, boss. I lose 'em for you.

QUAIL Lose them? In this?

BENNIE Hang on!

Bennie reaches down, grasps a KNOB. He yanks it, like someone starting an outboard motor -- and an ear-splitting LOUD ENGINE roars to life.

Bennie opens the throttle and the solar car HURTLES DOWN THE STREET. Quail and Melina are thrown back in the seat.

87 EXT. STREETS - NIGHT

GUNFIRE blazes all around the car. Quail FIRES back at the pursuing car.

QUAIL (shouts over GUNFIRE) You're gonna get a ticket for that engine, Bennie --

BENNIE Yutani 650 -- you like it, boss? Nothing like the old gas when you want a bit of speed.

BULLETS from the cruiser rip through the car.

MELINA You better have two aces, Bennie. (glances behind) There's a second cruiser -- and it's gaining --

87A EXT. CITY STREETS - NIGHT

Bennie's car hurtles through the crowds with the official car gaining on it. Bennie takes a corner sharply near a huge water selling stand. The official car brakes to make the same turn, but clips the side of the water stand. The water container tips and empties water through the open roof (i.e. through which one of the Agents has been firing) so that the car completely fills. The driver continues the chase, but the occupants are now submerged. They frantic- ally open the windows while continuing to follow Bennie's car.

88 EXT. ALLEY - NIGHT

The solar car rushes down what appears to be a dead-end street, with the official vehicle (water pouring out of the windows) in pursuit.

At the end of the street, however, Bennie doesn't stop but continues going into a large opening. It is an abandoned mine. The bigger car follows him, but won't fit. The roof is smashed to pieces as the vehicle is wedged into the narrow opening.

The second official car pulls up behind. A chauffeur jumps out and opens the rear door. Cohaagen steps out. He sur- veys the scene. The four men in the wrecked car clamber their way backwards out of the wreckage. They are covered in blood and their clothes are in shreds.

COHAAGEN I take it, then, you've failed to get him again.

Cohaagen turns to an associate, EMILE, a youngish, well-dressed executive type.

COHAAGEN (continuing) Proceed with Operation Sphinx.

EMILE But, sir...

COHAAGEN With him... (gestures toward the mine) ...on the lose, I'm not taking any more chances. Operation Sphinx will flush him out.

93 INT. OLD MINE - NIGHT

The solar car proceeds along the tunnel. It enters an area full of smoke. Dozens of men are sitting around smoking cigarettes, pipes and cigars. Quail looks at them in amazement.

QUAIL What's all this?

BENNIE Nothin', boss. Just old smokies. Only place they can come for a puff. It's all banned topside.

They have now climbed out of the car. Quail looks searchingly at Melina and Bennie.

QUAIL So you two are into something a bit more serious than the taxi and truck-stop business.

BENNIE That's right, boss.

He unzips his jacket to reveal a T-shirt with "MARTIAN LIBERATION FRONT" (and an appropriate symbol) emblazoned on it.

QUAIL My God!... T-shirts. They died out on Earth years ago.

BENNIE (hurt) Well, maybe we ain't fashion leaders, boss.

MELINA No. But we still believe in a free Mars.

They walk as they talk - into a room off the main tunnel. It is adorned with "FREE MARS" and "MARTIAN LIBERATION FRONT" posters. A group of people are printing T-shirts and leaflets. They exchange greetings with Melina and Bennie.

QUAIL So where did I fit into all this?

MELINA You - when you were Charles Hauser with E.I.O - infiltrated our group. I guess Cohaagen didn't trust you any more when you and I...

Her gesture suggests their liaison.

QUAIL Yeah. And I can't even remember it. We'll have to arrange a return bout.

MELINA ...so he had your memory wiped and fixed you up with a new identity.

QUAIL But - the Sphinx. Why is that stuck in my mind? Why's it so important?

MELINA I don't know.

BENNIE Just an ole heap o' stone, boss.

QUAIL It's more than that, Bennie, I know it's more. Somehow it's connected.

He slumps into a chair with frustration.

MELINA (reflecting) Maybe there's a way you can get your memory back.

QUAIL How? What? Where? When?

MELINA A bit of Martian Wisdom. We're not all stupid colonists.

99 EXT. CITY - NIGHT

Bennie, Quail and Melina are walking in a crowded area of town. Water sellers and food stalls are everywhere. An ARMORED LOUDSPEAKER VEHICLE appears, broadcasting to the crowd. It is also swinging a powerful searchlight along the footpaths and streets.

VOICE FROM LOUDSPEAKER ...all residents are to report to their nearest space-travel agent within twelve hours, all residents will be departing on shuttles within twenty-four hours. Air and water supplies will be cut off at that time. I repeat...

MELINA He's doing it!

QUAIL What? Why?

MELINA Clearing everyone out! It's been rumored for months...

The searchlight approaches Bennie, Quail and Melina. Bennie ducks into a doorway, while Quail grabs Melina and kisses her passionately. The light sees only the back of his head. She responds warmly to his kiss.

QUAIL Wow. I can see why I was willing to betray E.I.O.

MELINA I though you believed in our cause?

QUAIL Yes. Of course. That, too.

They move into the crowd. The message on the loudspeaker is repeated.

101 INT. KUATO'S SANCTUARY - NIGHT

The interior of the room is an amazing contrast to its ghetto exterior. The decor is a baroque combination of Middle Eastern opulence and 21st century flash. It looks like something out of "The Arabian Nights".

A man enters from another room. Although the man's features are East Indian, he is very much a Peter Lorre type; he wears a small fez cap and a white linen robe with a cowl draped around the back of his neck.

STRANGE MAN (nodding to Quail) Your servant, Fahreem Kuato. I greet you by the twenty-seven names that still remain, praying that you cast jewels into the darkness and given them to glow with the colors of life.

As Kuato speaks, Quail, unimpressed, talks, sotto voce, to Melina.

QUAIL What use is this weirdo?

MELINA Ssssh...there are skills on mars that Earth has forgotten.

KUATO No need to introduce yourself, Mr. Quail. (smiles at Quail's surprise) Tolerate my presumption, but it does not tax my powers to know that you are the most sought-after man on two worlds.

From the street the sound of loudspeakers giving information about Quail and Co. can be heard. Searchlight beams occasionally sweep past the windows.

KUATO (continuing) This way, my dear man. We have much to accomplish -- (ominously) -- and very little time.

102 INT. KUATO'S INNER SANCTUM - NIGHT

A Bysantine salon filled with enormous Oriental pillows.

(NOTE: In the scenes inside Kuato's sanctum, the loudspeaker vans in the outside streets can be heard from time to to time. They are repeating the evacuation message from scene 99, but alternating it with a call for the apprehension of Quail and Melina...

VOICE FROM LOUDSPEAKER ...for information leading to these arrests, first-class travel to Earth will be provided plus a weekend at the Leningrad Disneyworld, all expenses paid. I repeat, an Oriental girl and Earthman, possibly to be found in the company of a black taxi driver. These are dangerous subversives and sworn enemies of the glorious Peoples Republic of Mars...)

KUATO The turbulence you hear outside is but a reflection of the turmoil within you. You have brought it to Mars in your search for yourself.

Kuato takes a seat on the pillows, invites the others to join him. Quail hesitates.

QUAIL And you're going to help me by reading my mind?

KUATO Indubitably. There is only small matter of a fee.

THREE RESPONSES COME TOGETHER.

QUAIL A fee!

KAUTO Naturally.

MELINA This is for our cause!

KUATO (soothingly) Income before ideals. Shall we say five-hundred-thousand dollars?

QUAIL (appalled) Five-hundred-thousand Martian dollars, that's... (think, calculating the exchange rate)

KUATO Not Martian dollars, Mr. Quail - Earth dollars.

MELINA That's interplanetary robbery!

QUAIL With today's exchange rate... that's over two million Martian dollars!

KUATO (suave) What price do you put, Mr. Quail, on the future of the solar system?

BENNIE Aw, come off it, man. Just for a bit of mumbo-jumbo with a crystal ball.

KUATO (his manner slipping) Listen, buster, we're talking heavy stuff here. You try and work out what's with this guy!

He jerks his thumb toward Quail.

QUAIL Okay! Okay! I'll pay it, but the Interstellar Trade Practices Commission might be interested in this.

Everyone calms down.

Kuato smiles. He extinguishes all the lights save one small blue one, which illuminates the room eerily, like a seance.

KUATO Retrieving the past is like walking backwards along a perilous road. The half-recalled, the half-forgotten, the repressed, the fantasies, the triumphs, joys, failures, betrayals...

He closes his eyes and concentrates.

KUATO (continuing) Yes... I can feel it... a wall. Erasure techniques are so brutal. (frowns; scans harder) Blocks. Side channels. Future and past all jumbled. I shall have to enter deep trance to break through. (rising) I will be scanning you through the Oracle Head.

Kauto turns around and sits down with back toward Quail. He reaches up and lowers his cowl, REVEALING:

A TINY LITTLE HEAD GROWING OUT OF THE BACK OF HIS NECK!

The head's eyes are closed in sleep. It is utterly hairless and looks like one of those dolls made from dried apples; a shriveled, ancient-looking yellow little ball.

The LITTLE FACE TWITCHED, YAWNS and OPENS ITS EYES, BLINKS. It looks at Melina, then at Quail.

It opens its toothless little mouth and SPEAKS.

ORACLE HEAD Do not fear me. I need your openness...

ZOOM IN ON QUAIL'S EYES.

ORACLE HEAD (continuing) Open you thoughts to my presence...

CONTINUE ZOOM UNTIL ENTIRE FRAME is filled by QUAIL'S EYE.

ORACLE HEAD (continuing) Open...

DISSOLVE TO:

BLACKNESS BROKEN BY PULSES OF WHITE LIGHT

The alternations between dark (ACTION) and white (LIGHT) are RHYTHMICAL so as to create a hypnotic, dream-like feeling.

103 WHITE LIGHT

Fades to reveal a dramatic CLOSE UP of the SPHINX. We see its face, shoulders and behind it the red Martian sky --

103A PULL BACK

to reveal the Sphinx is a PROJECTION on a screen in a windowless briefing room. Quail is seated across from Cohaagen and other SENIOR E.I.O. OFFICERS. On the walls are numerous satellite photos, recon maps and excavation drawings -- all relating to the Sphinx.

107 EXT. MARTIAN SPHINX - SUNSET

Scaffolding and excavation works cover a wall of the Sphinx; the Sphinx's huge CARVED FACE visible in the background.

Quail and several other E.I.O. agents stand poised, wearing breathing masks and protective gear, as a powerful excavation device prizes back a huge stone, revealing an ENTRANCE TO SOME KIND OF HIDDEN CHAMBER.

The other agents are fearful, don't want to proceed. Quail ignores them, enters the chamber --

107A CLOSE - QUAIL'S FACE

As he enters. We read awe, shock and fascination on his features. He approaches something we can't see. His hand reaches out.

Suddenly, a bolt of incredible powerful energy flashes out, striking Quail like a bolt of lightning.

WHITE LIGHT.

105 INT. LAST CHANCE SALOON - NIGHT

Quail and Melina are dancing. The faceted mirror ball on the ceiling become the --

WHITE LIGHT.

106 INT. BEDROOM - DAY

Melina watches from the bed as Quail dresses. She rises, with only the sheet around her, tries desperately to make Quail stay. Plainly he wants to, but he can't. They kiss lingeringly; then Quail, as if "called to duty," exits.

WHITE LIGHT.

108 INT. DETENTION CELL - WINDOWLESS

Quail alone, hands bound, in a holding chamber. Suddenly, the door opens and THREE BEEFY E.I.O. AGENTS enter. They grab Quail to haul him out. Quail battles them with amazing skill and resourcefulness. With his bound hands he SLUGS ONE MAN, hurling him into a wall; he RABBIT- PUNCHES a second man with a two-handed blow and KNOCKS HIM UNCONSCIOUS. The third man sneaks around behind Quail and DROPS HIM WITH A BLACKJACK to the back of the head.

WHITE LIGHT.

109 INT. HOSPITAL ROOM - WINDOWLESS

Quail on his back, all four limbs pinned by some futuristic version of "the rack," his head held imobile by a FEARSOME DEVICE similar to the one we glimpsed on Earth, in the van the two agents tried to shove him into.

Several DOCTORS stand over him. INTO FRAME moves... Cohaagen!

Cohaagen orders the doctors to attach electrodes to PROBES already inserted into Quail's brain. As they turn up the power, Quail's face contorts in a grimace of agony --

ORACLE HEAD'S VOICE You have seen your past. Now read the future...

WHITE LIGHT.

110 INT. SURREAL TUNNEL - DAY OR NIGHT

The same scene we saw during the film's OPENING SEQUENCE.

A man wearing a LIGHT-WEIGHT THERMAL SUIT races through a LABYRINTH OF TUNNELS. The GROUND TREMBLES beneath him, as if in an earthquake. EXPLOSIONS rumble deep in the ground below him. Suddenly we realize -- the man is Quail

INSERT - CLOSE - QUAIL

He throws a backward glance over his shoulder, fearfully, as he runs. Suddenly a BRILLIANT WHITE LIGHT floods in from ahead of him; he puts up his hands to protect his eyes -- and sees his hands are SPLATTERED WITH BLOOD!

Quail runs even faster -- ahead the BRILLIANT LIGHT seems to promise safety. He battles toward it. SOUNDS OF EXPLOSIONS increase, building urgency. Up ahead, emerging from the light, HANDS REACH OUT TO HELP QUAIL. He seems almost to safety. But just as he REACHES THE HANDS --

TWO GUNSHOTS RING OUT!

SHOCK CUT TO:

111 INT. KUATO'S INNER SANCTUM - NIGHT

Quail awakens with a jolt. White as a sheet... sweating like he's just run ten miles. Then: a transformation seems to come over him. He LOOKS -- and SEES:

KUATO slumped across the cushions -- MELINA beside Kuato -- BENNIE standing holding a smoking GUN trained on Kuato.

MELINA (rushes to Quail) Charles! Are you all right?

Quail stares at her, as if an entire bank of lost memories were suddenly clicking back into place --

MELINA (continuing) He kept dragging you deeper and deeper into the trance! We couldn't wake either of you!

BENNIE You stopped breathing!

Quail gives Bennie that same eerie look, then turns to Kuato, who is sprawled motionless across the pillows, a curl of smoke rising from two entry wounds in his spine.

QUAIL Why did you kill him? It was the next bit I really...

BENNIE No choice, boss. It was him or you.

Quail lunges across the pillows to Kuato's unbreathing form. Quail shakes the ancient mystic, trying to find a last flicker of life.

Kuato's body is dead white. Quail releases his grip; he about to give up when --

A MUFFLED CHOCKED SOUND comes from behind Kuato's neck. It's the Oracle Head! Quail instantly rolls Kuato's body over. The Head is still alive!

Quail bends closer, kneeling.

ORACLE HEAD (whispers) -- the vengence you seek... and the salvation of Mars... are waiting for you in the crown of the Sphinx. (sags, gasping)

The Oracle Head lets out a LONG SIGH and goes limp, a small trickle of blood oozing from the corner of its mouth.

BENNIE Phobos and Demos! What was that all about?

Quail ignores him, still kneeling -- deep in thought -- over the Oracle Head.

MELINA Are you okay?... Charles? Doug? Whoever?

Quail reaches out and closes the Oracle Head's tiny eyelids. Melina and Bennie exchange a glance. Then:

QUAIL

Stands. For a moment his back is to Melina and Bennie. Then he turns.

He has become a different man. His eyes gleam. He is forceful, purposeful, contained. Once again the ace E.I.O. agent. Melina senses immediately that this is the man she knew before

QUAIL (even his voice has changed) I'm fine... only I'm not Doug -- I'm Charles Hauser... and I know everything Hauser knew.

He turns to Bennie

QUAIL (continuing) Bennie, where's your depot?

BENNIE (working it out) Well... you go outta here... take a left, then down past the first... no second... water bureau you...

QUAIL (briskly) Can you get us there?

BENNIE No problem.

MELINA But why?

QUAIL We're going to the Sphinx.

He strides off. The others follow, still full of questions.

BENNIE Impossible, man. Guards everywhere.

MELINA The Oracle... what did you learn?

QUAIL Only everything. I've got total recall.

They are now heading down the stairs toward the street.

114 EXT. STREET - EARLY MORNING

Quail, Melina and Bennie make their way through the crowds to Bennie's depot. The streets are even busier then before - people are now beginning to evacuate the city. Everyone is carrying their possessions - bundles, suitcases, pets, etc., etc. The loudspeaker vans are still touring and broad- casting the same message.

Bennie indicates a building on their left.

115 INT. CAR POOL - EARLY MORNING

Bennie and Melina follow Quail as he walks up and down the rows of vehicles in the vast building. There are bull- dozers and ore haulers as well as solar taxis.

BENNIE We'll never get near the Sphinx! They'll blow us apart!

Quail ignores him as he continues to mumble to himself. He rapidly but carefully inspects each vehicle as they pass. Camera tracks rapidly with them.

MELINA What are we doing, Charles? For God's sake, tell us.

QUAIL The Sphinx... it's not some useless artifact, it's a machine built by some alien race eighteen millions years ago. The same race that built the on one Earth... for the same purpose.

He stops in front of a large, odd-shaped vehicle with a large scoop or propeller on the front.

QUAIL (continuing) This is what we need.

He begins to climb in; the others follow.

BENNIE (referring to the Sphinx) It's a hunk of old stone, man.

MELINA (ditto) Purpose? What purpose?

Bennie starts the engine.

QUAIL Come on, Bennie, move it. (then, to Melina) Have you heard the word, "terriform"?

Melina shakes her head. The vehicle moves off.

115A EXT. AIR LOCK - MORNING

GUARDS are carefully checking every vehicle leaving the city, though this has to be done fairly rapidly because of the inhabitants leaving for the Space Ports.

The vehicle with Bennie, Quail and Melina arrives.

115B INT. VEHICLE - AIR LOCK - MORNING

Bennie is nervous. Melina and Quail are in the back, but cannot be seen. Guards are checking all vehicles exiting, looking for Quail and Melina.

BENNIE (calling to Guards) Just deliverin' some old junk to the mine out at Apidalia Planitia. Got them people you're lookin' for in the back as well.

The Guards laugh and signal him on.

Once through the second door of the air lock (i.e. to the area outside the city), Quail and Melina emerge and sit up on the rear seats.

QUAIL The machine in the Sphinx is tapped straight down to the molten core of this planet. There are tunnels and ducts everywhere, all powered by fusion generators...

BENNIE You sure the little man didn't fry your brain, Quail?

MELINA (overlapping) For what? To do what?

QUAIL To combine elements in the Martian core and release them as oxygen, hydrogen and nitrogen.

BENNIE That's air!

116B EXT. DESERT - MORNING

In a wide shot, the vehicle is traversing the desert. The domed city is some distance in the background. Voices are heard in false perspective. Emphasis is on the dry and hostile natural landscape of Mars.

QUAIL That's right. Air and water. Terriforming will create a permanent livable environment for Mars. No more pressurized cities, no more containers in the desert. There'll be rivers, vegetation - life - the same as Earth.

MELINA (baffled) So why is Cohaagen shipping everyone out?

QUAIL Don't you see?! From being a pile of red dirt with minerals, Mars is going to change into a chunk of priceless real estate.

MELINA And Cohaagen's going to own it all!

QUAIL Right! He can start selling it off to well-heeled investors from Earth. Beach condos, ski resorts, you name it.

MELINA No wonder he wanted you to... penetrate... out group.

QUAIL (nods) Once word of this gets out, the whole planet will support you.

117 EXT. DESERT - DAY

The vehicle is now approaching the Sphinx. Both it and the pyramids can be seen some distance away.

Voice are heard in CU perspective.

MELINA So what can we do?

QUAIL Ruin his little scheme by terriforming ahead of schedule - while the inhabitants are still here.

Melina is amazed.

MELINA But who'll work the machine? Do you know how?

QUAIL I'm the only one who does. Why do you think Cohaagen's left me alone all this time?

118 EXT. DESERT - DAY

The vehicle is even closer to the Sphinx.

QUAIL I was the first one inside when they cracked the riddle of the Sphinx. It must've been programmed. Some kind of...force...shot into me.

MELINA But Cohaagen wiped your memory!!!

QUAIL (smoothly) Just a way of putting me on ice. He'd of reversed it once the planet was evacuated.

BENNIE Man! This is real complicated. Go over it again, real slow.

119 INT. VEHICLE - DAY

QUAIL (ignoring Bennie's aside) What he hadn't counted on was your effect on me.

MELINA (smiling) And all without the marvels of modern science!

Quail looks out the back window, his attention attracted by two patrol vehicles. They are some distance away, but approaching steadily.

119A EXT. DESERT - DAY

A wide shot shows a total of four patrol vehicles approach- ing the vehicle with Quail, Melina and Bennie. Suddenly, it stops moving.

120 INT. VEHICLE - DAY

The vehicle had just stopped.

QUAIL Bennie, don't stop now, take it...

He turns to see Bennie is covering him and Melina with a pistol.

MELINA You bastard.

BENNIE Like I said. It's a tough planet. I'm a baddie, not a goodie.

QUAIL I should have known, you were just too helpful.

BENNIE EIO Rule One, man. Trust Nobody. Now you can do your terriforming stuff right when those space shuttles are gone.

MELINA But what about the Martian people? Out cause? I thought you believed in it.

BENNIE Your cause? That bunch of dead beat radicals! When I hand in this little number... (flicks his gun in Quail's face) ...I'll get real estate rights on the whole of Chryse Planitia...

At that instant, Melina lunges, PUNCHES A RED EMERGENCY BUTTON. The VENT beside Bennie's hand BLOWS OPEN, [causing] a powerful suction caused by Mars's vacuum atmosphere. Bennie's gun hand is PLANTED AGAINST THE VENT [OPENING.]

Simultaneously, the air in the vehicle starts rushing out! All three parties begin choking. As Bennie's mechanical hand claws for the lever that seals the vent, Quail has a moment to jump him. He pounds Bennie's gun hand, the PISTOL IS SUCKED, CLATTERING, OUT THE VENT!

Quail delivers a roundhouse punch to Bennie, knocking him clear across the bus.

Melina seals the vent, REPRESSURIZES THE CABIN.

Bennie gets up off the floor, shaking off Quail's punch--

121 EXT. DESERT - DAY

The E.I.O. vehicle are a half mile off -- and closing in.

122 INT. SAND MOLE - DAY

Quail glances at the vehicles, turns to Bennie -- ready to jump him. But stops short at what he sees Bennie doing.

Bennie is clipping on his MECHANICAL ARM. It sprouts several rows of vicious-looking STEEL BLADES --

BENNIE This makes Bennie a cut above anyone else.

Bennie presses another button and the BLADES START SPINNING. Bennie's mechanical arm is in effect now a BUZZ SAW!

The fight begins. Bennie attacks Quail with his buzz-saw arm; Quail dodges. Bennie's arm shreds various articles in the cabin -- and keeps Melina at bay with well-timed swipes. Finally Bennie gets in a roundhouse punch to Quail's jaw with his real hand. Quail sprawls, dazed.

Now Bennie goes for the kill. But Melina leaps onto him. Bennie grabs her by the hair and moves his SPINNING HAND in for the quick kill. Melina clutches the terrifying appendage with both hands, desperately keeping it at bay. But her strength is no match for Bennie; the whirring blades are just about to bite into Melina's neck when --

Quail comes back, lands a ferocious rabbit punch to Bennie's spine. Quail lunges at him, grabs the blade weapon; he and Bennie crash into the cabin wall and --

The BLADE RIPS CLEAR THROUGH THE MOLE'S WALL! Alarms sound as a GAPING HOLE IS BLOWN IN THE SIDE OF THE CABIN! ALL THE AIR IS SUCKED OUT BY MARS'S EXTERNAL VACUUM!

Now no one can breathe. They all claw for their masks, [still] in place. Bennie is first; he recovers, lunges with his SPINNING ARM for Quail. Quail barely dodges, grabs the arm, muscles it back toward Bennie --

The SPINNING BLADES SEVER BENNIE'S OWN OXYGEN LINE! Gasp- ing, he falters. Quail aims a titanic blow, PUNCHES BENNIE out through the hole in the mole's wall!

Quail and Melina, masks on, stare out as Bennie claws desperately at his severed air line. The Martian vacuum pulls the oxygen from Bennie's lungs, he chokes, staggers --

122AA EXT. DESERT - DAY

Bennie is beside the vehicle. He implodes like a balloon with all its air gone.

122AB INT/EXT. VEHICLE - DAY

Melina hides her face in horror. At that instant --

122A EXT. DESERT - DAY

Bullets dig into the sand all around the vehicle. The patrol cars are only a few hundred yards away! Loud- speakers call for Quail's surrender.

122B INT. VEHICLE - DAY

Quail lunges for the vehicle controls. Presses a button marked "Dive". The vehicle tilts.

122C EXT. DESERT - DAY

The vehicle burrows powerfully into the sand. As the patrol cars close in and rake the desert with gunfire, the vehicle vanishes from sight. In the distance, the Sphinx looms ominously.

A driver in one of the patrol vehicles (filmed from outside the windscreen) is speaking into a microphone. He can't be heard but can only be radioing a report.

123 INT. SAND MOLE - MOVING - UNDERGROUND

The little mining vehicle moves powerfully, propelled by its BORER NOSE.

Quail mans the controls while Melina struggles to shore up the gaping hole in the side, into which SAND is POURING as the mole moves forward. Quail looks at a compass in the control panel. He makes a correction.

QUAIL (shouts over engine noise) Hope I've got this direction right.

Sand pours over him from bullet holes resulting from the encounter with patrol cars.

CU speedometer: 22 MPH. Every other gauge is overheating, flashing WARNING LIGHTS --

124 INT. SPHINX CONTROL ROOM - DAY

Cohaagen and a number of his associates, plus scientists and heavily arms troops are present.

COHAAGEN The air supply is off under the domes?

EMILE Yes, sir. In a couple of hours it'll be all gone.

COHAAGEN Any trouble with the rabble?

EMILE Not much, sir. A lot of complaining. But they're all heading towards the shuttle areas.

On some of the video screens a number of space shuttles can be seen, ready for departure to Earth.

123 INT. TUNNEL BENEATH SPHINX

The Mole bores through a sand wall, emerges into a cramped horizontal tunnel. Quail and Melina leap out. The poor Mole is smoking like an overheated drill bit. Its nose is worn to a nub.

MELINA We got in with this thing, but we'll never get back out.

QUAIL A shame. Such a pleasant trip.

There's a lighted area at the end of the tunnel. Quail and Melina hurry toward it, moving silently, close to the wall.

126B INT. MAIN DOWNSHAFT

They draw up an abyss -- where their tunnel intersects the MAIN DOWNSHAFT. Melina gasps at the colossal scale of the drilling, hundreds of yards across, deeper than the eye can see, and crisscrossed by catwalks, buttresses and super-sophisticated technology.

Quail and Melina are forty feet below the upper end of the main downshaft. They can look up the shaft and see the first interior level of the Sphinx itself.

QUAIL (points down shaft) This is the main tap -- straight down to the core of Mars. When we trigger the mechanism, fusion reactors will detonate down there -- four hundred miles deep.

MELINA Remind me not to slip.

QUAIL The new elements will come booming up through this shaft -- and six thousand others all around the planet.

He's right at home -- and full of confidence.

Quail climbs onto the ladder, which links various top levels.

He starts to climb. Melina follows him. They are tiny figures. The space around them plummets down to infinity.

127 INT. CORRIDOR AT TOP OF SHAFT - LOWEST MANNED LEVEL (LEVEL ONE)

A patrol of NINE HEAVILY-ARMED GUARDS appear from a corridor in Level One -- directly above where Quail and Melina are climbing.

128 ON THE WALL OF THE SHAFT

Quail and Melina's heads inch into view at floor level. They take one peek at these formidable warriors and duck back swiftly out of sight.

129 INT. TOP OF SHAFT - LOWEST MANNED LEVEL (LEVEL ONE)

GUARD LEADER (to two of his men) Stay in contact. I want to hear from this checkpoint every four minutes.

Seven of the Guards move off, two remain in position.

We HEAR the FOOTSTEPS of the seven guards recede.

The two remaining guards realize their isolation; they glance tensely to one another.

GUARD #1 Did you hear something?

GUARD #2 No. Where?

GUARD #1 Over there.

The First Guard points to the edge of the main shaft -- right where Quail and Melina are hiding. The Guards cock their weapons, start cautiously forward. Just as they're about to peer over the brink, guns at the ready:

QUAIL'S VOICE (O.S.) (from behind the guards) I'm not there, boys. I'm here.

The guards spin around, weapons poised. Standing in the shadows, near the corridor, is Quail! (Still with no gun)

Both guards walk quickly toward Quail, covering him with their weapons.

GUARD #1 (to Guard #2) Watch him. He was EIO trained. They're all full of tricks.

GUARD #2 Yeah? Like...who was that guy? -- Fred Bond?? (to Quail) Keep 'em up, Fred, keep 'em up.

Quail has his arms raised high. Just as the Guards reach him, he fizzes electronically, emitting a humming sound, then disappears.

GUARD #1 A hologram!

Before either Guard can react, the real Quail appears -- one foot behind them. With two LIGHTNING BLOWS, he dispatches the Guards. (Apparently Quail has climbed out of the shaft while the Guards were distracted.)

Quail snatches both Guards' weapons, grenades and ammo belts. Melina climbs out of the shaft. Quail tosses her one of the Guard's guns.

130 INT. CORRIDOR - LEVEL ONE

ALARMS go off everywhere. Quail -- carrying a gun and all the grenades and ammo belts -- and Melina (just carrying a gun) bolt down a corridor past a sign: "LEVEL ONE".

MELINA (running) Where'd you get that little trick?

QUAIL (running) Mail-order company. It's a great one for fooling the wife.

131 INT. CONTROL ROOM (LEVEL THIRTEEN)

Cohaagen and his Aides hear the ALARMS, see Quail and Melina on MONITORS as they race down the corridor on Level One.

COHAAGEN How the hell did they get in?

SECURITY AIDE Up the fusion core.

COHAAGEN Up the fusion core??

He exhibits begrudging admiration for Quail.

SECURITY AIDE (studies monitor more carefully) They're on Level One.

A wall sign behind Cohaagen reads: "LEVEL THIRTEEN".

COHAAGEN Seal all upper levels.

A button is pressed and huge doors slide across in front of the formidable doors already closing the Control Room off from the outside corridors.

133 INT. LEVEL ONE CORRIDOR

Quail and Melina are still racing through the corridors. He passes her a fresh ammo belt.

QUAIL (indicates weapons) Know how to use one of these?

Melina expertly ejects her spent clip (that Guards fired at Quail), slams in a fresh clip and cocks the gun.

Quail has a half-second to react, impressed, then -- FOUR GUARDS pound into view at the end of the corridor.

Melina opens fire, nails two. Quail heaves a grenade; as it EXPLODES, he and Melina bolt down a side corridor --

134 INT. VARIOUS CORRIDORS, CATWALKS, STAIRS

ALARMS continue as Quail and Melina dash down the side passageway. MORE GUARDS cut them off; Melina's machine gun sends them scattering --

Quail pauses at a corner. He looks around quickly and sees that an elevator is arriving. He motions Melina back. The doors of the elevator begin to open. Very quickly, Quail bobs his head and arm around the corner. He calls out, loudly...

QUAIL Catch! He hurls something toward the armed men in the elevator. Instinctively one of them reaches for the thrown object. It is an explosive device of some sort. Quail and Melina press themselves against the wall just around a corner from the elevator. There is a tremendous explosion.

Quail, followed by Melina, rounds a corner. The elevator is in ruins; bodies are scattered everywhere.

MELINA Great stuff, but how do we get up?

She points toward the upper levels.

135 INT. CONTROL ROOM (LEVEL THIRTEEN)

Melina and Quail can be seen on the security monitor from a high angle. Quail looks up, spots the monitor, and shoots is to pieces. The image on the screen goes black.

COHAAGEN Forget them. We'll pick up Quail once the shuttles have left for Earth.

137 INT. CORRIDOR

Quail spots a large WINDOWED AIR LOCK at the end of the corridor. He and Melina race to it. Quail starts to open the inner door of the air lock.

QUAIL If you're afraid of the heights, you better get over it real quick.

He is pulling Melina through the inner air lock door just as --

GUARDS stampede around the corner of the corridor toward them.

Quail is out of sight, but they see Melina poised near the window. She waves and smiles to them, hiding her gun behind her body. They slow down and approach less cautiously, beguiled by her manner and attractiveness. As they get close, she suddenly lifts her gun and opens fire, mowing them down.

140 EXT. SPHINX'S FACE - DAY

Quail and Melina climb through the outer air lock door. They are at the Sphinx's shoulder, with a dizzying drop beneath them. Melina looks down. She's sorry she did: the fall is at least 200 feet. (Both are wearing their breathing apparatus.)

Quail and Melina start to climb. Up the Sphinx's shoulder, along its Egyptian-like headdress --

141 INT. CONTROL ROOM - DAY

Cohaagen's chief aide, Emile, addresses him quietly.

EMILE If Quail's the only one who can operate all this... (gestures toward Sphinx's controls) ...then he can call all the shots.

COHAAGEN We'll tell him the computer's worked out the operational details so we don't really need him. We're just doing him a favor.

EMILE And if that doesn't work?

COHAAGEN We offer him rewards.

EMILE What if that doesn't work?

COHAAGEN We'll torture him. You don't think I got this far by being a nice guy?

142 EXT. SPHINX'S FACE - DAY

Quail and Melina traverse across the cheekbones, haul themselves up at the base of the red translucent eyes --

142A INT. CONTROL ROOM - DAY

The video monitors show the space shuttles. An operator, with earphones, turns to Cohaagen.

OPERATOR First of the shuttles ready for departure, sir. Two minute countdown.

142B EXT. SPHINX - DAY

Quail jams THREE GRENADES against the glass of the eyes, pulls Melina back behind the stone cheeks --

143 INT. SPHINX CONTROL ROOM

A MUFFLED EXPLOSION (due to the thin Martian atmosphere) detonates overhead. THE SPHINX'S RIGHT EYE BLOWS IN a storm of shards and shrapnell.

Instantly, the room turns into a hurricane as the Martian vacuum sucks out all air! Everyone panics, grabbing their

COHAAGEN Seal the breach! Repressurize!

An aide dives for an EMERGENCY SWITCH. But now --

Quail and Melina, wearing breather masks, bursts in onto an overhead catwalk. They OPEN FIRE on the Guards, who are choking, struggling with their masks.

An EMERGENCY PRESSURE SEAL powers into place, sealing the breach in the eye. REPRESSURIZATION comes up, the internal atmosphere stabilizes --

None of the men inside the control room still moves. The victors tug off their masks, spring down to the main level. Melina hurries to the main control panel.

Melina looks towards the video monitors showing half a dozen huge space shuttles lined up for departure.

MELINA Those shuttles are starting up any minute. If you know how to work this thing, you better do it now.

Quail tentatively approaches the imposingly complex machinery.

QUAIL Yes...

He hesitates.

MELINA Don't you know how?

Transfixed, mesmerized, Quail moves closer to the control panel.

QUAIL Yes... there's a vital connection missing...

He approaches even closer. He begins to raise his arm towards a blank area a little above his head.

QUAIL (continuing) ...me...

COHAAGEN Wait!

MELINA Don't wait!

COHAAGEN If you activate the mechanism you'll die...there were glimpses of it in your memory.

QUAIL Wrong, Cohaagen, there's a long tunnel, a brilliant white light, hands reaching for me...

COHAAGEN (assured) That's your death. That's what it looks like. That's what is always looks like.

Quail looks around him, half-convinced.

MELINA (looking toward space shuttles on video screens) Charles - for Mars's sake....

Quail hesitates. He looks from Melina to Cohaagen.

COHAAGEN It's not too late. Join us again. U've a lot to offer. A whole world.

Quail continues to look at him, thoughtfully.

QUAIL You don't deserve a new world, you and people like you made too big a mess of the old one. Time someone else had a chance.

He turns back to the machine and slowly raises his arm again. His fingers reach towards the blank section on the panel. Slowly, through the panel, a luminous hand reaches toward Quail's fingers. Gently, the fingers of the two hands touch.

The entire control room begins to rumble and shudder. As Quail reaches for Melina, Cohaagen suddenly dives on him. They grapple amid the shuddering Sphinx and can be seen only intermittently as debris crashes around them.

The fight ends as Cohaagen is hurled backwards and disappears when a section of floor collapses underneath him.

144 INT. SURREAL TUNNEL

A reprise of the sequence that opened the movie.

Quail RUNS THROUGH A LABYRINTH OF TUNNELS. THE GROUND HEAVES BENEATH HIM ... HUGE STONE BLOCKS CRASH DONW ON ALL SIDES! We hear an EXPLOSION and ANOTHER and ANOTHER, each one SOUNDING CLOSER than the last --

Quail clamps him breathing mask on as he runs. Is this his own death? Where is Melina?

The tunnel walls are just like the ones in Quail's original nightmare -- bright reddish-orange, clay and quartz.

Quail throws a backward glance fearfully over his shoulder. The EXPLOSIONS are closer. Suddenly --

Up ahead appears a BRILLIANT WHITE LIGHT. Quail sees it, but it only terrifies him more. Is it death he's running to? He hurries on with all his strength, but --

Just as he nears the white light, HE FALLS. On his knees, too weak to move. He struggles --

HANDS ARE REACHING OUT TO HIM, from out of the brilliant light. Quail stretches for them, just as --

A FINAL EXPLOSION blows him forward -- straight into the WHITE LIGHT! The HANDS SEIZE HIM, pull him upward to --

145 EXT. MARTIAN DESERT - DAY

The hands belong to breather-masked MINERS, dismounting rapidly from an overloaded transport vehicle which was taking them to the Space Port. Quail looks from them to Melina, who is walking towards the group.

QUAIL'S P.O.V. - MINERS' MASKED FACES

The miners' desert garb, shield goggles and breathers add to the surreal nightmare quality of Quail's tortured perspective --

BACK TO QUAIL

In terror, lost, disoriented totally.

QUAIL Am I dying?

MASKED MINER I won't lie to you, pal. You are.

MINER (from Melina's bar) I'd say in about forty years... (he and others help Quail to his feet) ...come on, we've gotta get to the Space Port. That Intergalactic Napoleon's switched off the air.

2ND MINER Shippin' us all out. Mars is finished.

A MINER'S WIFE watches them. She is crying.

Quail looks up at the sky. Melina follows his glance. So do the others.

Slowly, but perceptibly, the color is changing from yellow to blue.

MELINA It's happening.

MINER What is it?

All the miners are puzzled, apprehensive. Quail reaches toward the one who spoke to him before and pulls off his breathing apparatus. At first the man is shocked, then realizes he can breathe without it. Quail takes off his own, then Melina's

All the miners watch in amazement. They all remove their breathing masks.

QUAIL That's just the start. Next there'll be rain and growth and ... life.

Melina embraces him.

QUAIL (continuing) Rekall could never have come up with anything like this.

Melina looks oddly at him, smiling, mysterious.

As the sky becomes more and more blue, more of the Miners descend from the bus. Softly at first, then with more and more confidence, they begin singing the Martian National Anthem.

The music swells. Quail puts his arm around Melina. They both join in the chorus.

It reaches an impassioned crescendo as the FRAME FREEZES and the END CREDITS ROLL UP the screen.

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/ Total Recal.
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