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/ Men in Black ( 2)

: / Men in Black.

/ Men in Black


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

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

JAY These are the hot sheets?

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

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

JAY You're actually looking for tips in a supermarket tabloid?

KAY Not looking for. Found.

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




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

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

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

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

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

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

The Orkin van rounds the corner behind him. Following.



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

KAY Not so fast. Walk up slow.

JAY Why?

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

BEATRICE appears in the door to the house, curious.

KAY (CONT'D) Puts some fear into her. Makes things go smoother.

Beatrice calls to them.

BEATRICE Can I help you gentlemen?

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

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

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

BEATRICE Are you here to make fun of me too?

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

BEATRICE Sure. Lemonade?



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

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

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

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


KAY Go on.

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

KAY Did he say anything?

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

KAY Sugar water.

JAY Did you taste her lemonade?

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

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

KAY Ray Bans. (pulling off Jay's sunglasses) Okay, Beatrice. There was no alien, and the flash of light you saw in the sky wasn't a UFO. Swamp gas from a weather balloon was trapped in a thermal pocket and refracted the light from Venus --

JAY Whoa! That thing erases her memory, and you give her a new one?

KAY Standard issue neuralyzer.

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

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

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



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

JAY (from up outside the hole) Hey. Kay...when am I gonna get one of those memory things?

The spectral analyzer turns blue.

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

Purple. And then green.

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

KAY (CONT'D) Do you know what alien life form leaves a green spectral trail?

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

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

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

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

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

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

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

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

JAY What do we do?

KAY With a bug in town? Watch the morgues.



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

A moment later, the Orkin van pulls to a stop across the street.


ROSENBERG comes into the tiny restaurant, squinting in the relative darkness. At a table in the middle, he sees a man eating alone -- an enormous, dignified, yet profoundly strange-looking man in his mid fifties.

Rosenberg walks carefully over to the table, but does not sit down. The man (an ARQUILLIAN, and if we're eagle-eyed, we recognize him as the alien on a "diplomatic mission" from passport control) rises from his chair. He steps forward, to face Rosenberg, who sets the ornate box on the table. Immediately, ROSENBERG'S CAT jumps on top of it.

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

-- and then embrace each other. The embrace has an odd, formal quality to it, like mafiosi coming to a sitdown. They hold on, long and hard, and both seemed choked with emotion.

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

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

ARQUILLIAN Your majesty, you are in grave danger.

ROSENBERG Yeah, and they overcharge you every time.

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

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

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

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

The Arquillian relaxes.

ARQUILLIAN Sure. I ordered you some pirogi.


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

COOK Table six is up!

-- and turns away, back to the grill.

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

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

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


ROSENBERG and the ARQUILLIAN raise their glasses in a toast.

ARQUILLIAN To the continued reign of the Arquillian Empire.

ROSENBERG To the safety of the galaxy.

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

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

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

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

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

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

Edgar smiles.

EDGAR You're right about one thing.

Suddenly a long STINGER whips out from under the back of Edgar's apron and zips under the table. First Rosenberg and then the Arquillian lurch forward their chairs, their faces contorting in pain.

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

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

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

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

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

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



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

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

COP What am I supposed to do with the cat?

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

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

The doors of the wagon SLAM shut.



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


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

COP Where do you want contestant number three?

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

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

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

Laurel signs his clipboard.

LAUREL What's the problem with the cat?

COP Your problem.

Laurel gives him a dirty look, but he laughs and leaves. She goes over to the stretcher and bends down, petting Rosenberg's cat gently.

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

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

LAUREL (CONT'D) Okey-dokey. Shall we?


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

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

LAUREL Oh, my God.



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


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

JAY and KAY. Men in Black on a mission.


In the morgue, LAUREL has fallen asleep on her desk, her head in her arms. ROSENBERG'S CAT sits on the desk next to her, licking its paws. Suddenly, the cat looks up, MEOWING urgently.

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

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

KAY (O.S.) Weird? Dr. Leo Menville, Department of Public Health. This is Dr. White.

She looks up. Jay and Kay are standing there.

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

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

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

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

LAUREL I'd say so -- triple homicide.

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

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

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

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

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

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

LAUREL This way, Doctor.

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

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

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

LAUREL All right.

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

JAY Your cat?

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

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

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

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

LAUREL (CONT'D) Okay. Dive right in. God knows he won't mind.

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

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

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

LAUREL Hey, just walking the dog. (continuing) Feel that? Where the piloric junction would be?

JAY Oh, yes. Exactly.

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

JAY Nope. All fine.

LAUREL Doctor, they're all missing.

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

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

JAY You know, I was just going to ask you the same thing.

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

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

Jay just looks at her intrigued.

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

JAY No, no...not at all.

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

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

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

JAY (freaked out) No...

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

JAY (CONT'D) Excuse me.

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

KAY What do you think?

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

KAY Of the body.

JAY Great body.

KAY The dead body?

JAY Not a clue.

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

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

LAUREL Dr. White.

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

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

He still doesn't answer.

LAUREL (CONT'D) (shouting) DR. WHITE!

Kay nudges Jay.

KAY You're up, Slugger.

Jay turns and races across the room to rejoin her.

LAUREL Look at this.

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

JAY What is that?

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

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

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


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

LAUREL Far -- freaking -- out.

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

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

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


The Baltian nods vigorously. That's it.

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

JAY Bed? Belt? Orion's Belt?

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

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

Kay begins over. Laurel looks at them.

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

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

JAY He's dead.

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

KAY Rosenberg. Damn. Good man.

JAY You knew him?

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

LAUREL I was right -- this is an alien life form, and you're from some government agency who wants to keep it under wraps...

Kay and Jay are not paying attention to Laurel.

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

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

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

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

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

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

KAY Sure thing, sweetheart. Here you go.

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

JAY Stop that --

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

JAY -- that thing probably gives you brain cancer!

KAY Never hurt her before.

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

KAY (evasive) Couple.

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

KAY (more evasive) Little bit.

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

KAY I took this job.

He heads out. Jay follows.

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

KAY Nah.


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

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

KAY Not while I'm around, Slim.

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

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

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



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

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


Inside the van, the ornate rosewood box is now battered and scarred, its various locks holding tight against EDGAR's repeated attempts to claw his way into it. Crammed into the back of the van along with his spaceship, Edgar wedges a screwdriver into the thin opening between the top and the rest of the box and SMACKS it with his right fist. Nothing doing.

He BELLOWS in rage and hurls the box against the side of the van, where it finally CRACKS a hinge. Edgar snaps it up, pries the rest of the hinge off with the screwdriver, and wrenches the top off the box.

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


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



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


Despite the early hour, the headquarters is going full-blast. The large screen displays the familiar grouping of stars that is the CONSTELLATION ORION.

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

JAY Doesn't anybody believe in sleep around here?

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

He points up at the screen with a laser pencil.

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

He indicates the three stars that make up the belt.

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

ZED There are no galaxies on Orion's belt. The belt is just these three stars; galaxies are huge, made up of billions of stars. (switches off the laser pointer) You heard wrong.

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

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

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

The image comes into sharp focus on one back yard in particular, where we get a good look at a MIDDLE-AGED WOMAN. SUBJECT: ELIZABETH ANN RESTON PRESENT LOCATION: RESIDENCE 553 FAIRFIELD AVE./TEMPE/AZ Whoever Elizabeth Ann Reston is, she's lovely. She's setting a picnic table in her back yard at the moment, unaware that she's being watched by an eye in the sky -- just as Kay is unaware that Jay is standing behind him.

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

JAY Pretty lady...

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

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

Kay doesn't answer, just stares at the screen. Elizabeth looks up, as if she knows she's being watched, but she's just looking at the sky, wondering how many stars'll be out tonight.

JAY (CONT'D) Grumpy Guy's story comes into focus. She ever get married?


It's more than Kay can bear. He reaches out and flicks a switch. The monitor goes blank, except for a data screen: SUBJECT LOST Kay sits back in the chair and eats a potato chip morosely. Jay looks at him: "Is this me in thirty years?" A moment goes by. Finally:

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

KAY Try it.

ZED (O.S.) Kay.

Jay and Kay cross back toward the LAD (Landed Alien Display), where each of the thousand or so Aliens who live on earth are represented by a flickering LIGHT.

Some lights are starting to go out.

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

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

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

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

KAY Why do rats desert the ship? (to the twins) Go to Lem Sat IV. Put up a forty-field view of Manhattan.

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

KAY (CONT'D) Four hundred.

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

KAY (CONT'D) Four thousand.

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

A BATTLE CRUISER far off to one side of the earth. The words "LEVEL FOUR" flash in red letters on one side of the map.

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

JAY And we've got a dead Arquillian prince.

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

KAY Message coming in.

The communication continues.

KAY (CONT'D) Speak of the devil.

The communication continues.

JAY They sound pissed.

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

Kay and Jay walk away.

ZED (CONT'D) And Kay -- take a lot of fire power.

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

JAY I like that.

KAY Series four de-atomizer.

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

KAY (CONT'D) Here. We call this the "Noisy Cricket."

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

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



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

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

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

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

From outside, the ROAR of an engine distracts Edgar. He turns around, in time to see the Orkin van lurch as the tow lifts its front wheels off the ground.


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

EDGAR That's my truck!

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

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

DRIVER (CONT'D) I got worse.

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

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


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

JAY Who robs a jewelry store and leaves the jewels?

KAY Someone who's not looking for jewels.

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

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

JAY This guy had a serious crush on his cat.

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

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

Suddenly, Edgar raises his arms, pointing both the farmer's rifle and the driver's shotgun. Before Edgar can shoot, Jay YELLS...


And then Jay FIRES, shattering the storefront window, and BLOWING UP A CAR on the street. The blast hurls him up and back a good ten feet, SLAMMING him into the wall with tremendous force. Edgar turns and rushes away down the street as Jay picks himself up.

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

Jay leaps through the broken storefront window and after Edgar.

KAY (picking himself up) Damn it.

Kay runs out after Jay.


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

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

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

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

JAY FIRES, the TRUCK EXPLODES and Jay flies BACKWARDS, hurtling through the air and CRASHING through the window of a car, his rear end right in the woman driver's face.

When Jay looks up, Kay is standing before him. He yanks Jay out of the car.

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

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

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

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

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

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

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


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

ZED is in his office.

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

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

ZED You sorry little ingrates!

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

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

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

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

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

ZED Another contestant has entered the ring.


As Kay puts away his phone, turns to Jay

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



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

EDGAR Where do you keep your dead?

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

EDGAR Where?!

VENDOR I don't know, the city morgue!

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

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



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

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

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

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

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

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

KAY You busy, Frank?

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

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

KAY Call the pound. We got a stray.

FRANK THE PUG Hey! Get your paws off me!

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

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

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

FRANK THE PUG I know nothing.

KAY Not a thing?

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

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

KAY And the bug had other plans.

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

JAY Ask him about the belt.

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


Kay shakes Frank the Pug once more.

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

FRANK THE PUG The galaxy is here.

KAY Here?

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

If a dog can smirk, Frank does.

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

KAY How small?

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

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

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

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

JAY Kay...



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

Laurel jumps.

LAUREL Boy, when you want attention --

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


As it is written across the collar of the cat.

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

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

Laurel notices something dangling from the cat's collar -- a CIRCULAR ICON of a strange and beautiful metal. The center is some sort of hardened, translucent material, light green in color.

LAUREL (CONT'D) What's this?

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


It's as if Laurel is sucked into another universe. Her face goes beatifically blank as she sails through a massive starfield, millions of stars, billions of green, verdant planets, all racing by her at the speed of light.



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


Jay and Kay barrel through town.

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

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

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

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


On a counter in the morgue corridor, a gray, peeling hand BANGS on a bell on a countertop, over and over. The hand belongs to EDGAR, who is carrying his shotgun, concealing it behind one leg. The morgue attendant, TONY, emerges from a small security cage carrying a worn paperback copy of Atlas Shrugged and a fly swatter.

TONY Thank you for making sure the bell works.

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

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

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

TONY And this means what to me?

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

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

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

TONY (CONT'D) -- the deceased.

EDGAR Don't -- do that.

WHACK! Still another fly goes down.

TONY Do what?

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


He ducks under the counter --

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



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

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

KAY What the hell for?

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

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

KAY Two minutes!


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

EDGAR Where is the animal?!

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

EDGAR Get it!

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

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

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

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

JAY (O.S.) Hello?

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


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


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

JAY Uh, hi.

LAUREL (oddly) Hello.

JAY (flashes a badge) I'm Sergeant Friday, from the Twenty-Sixth precinct. They brought a cat in here with a corpse the other day, might have said "Orion" on the cat's name tag?

LAUREL Yes. That's right.

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

LAUREL I don't know where the cat is at the moment.

JAY You don't?

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

Jay looks at her.

JAY Excuse me?

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

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

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

Jay just looks at her, amazed at the power he seems to have over this woman. He looks over his shoulder, to make sure he has a few more seconds alone.

JAY And, uh, why exactly is that?

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

LAUREL I just do.


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


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

LAUREL I have something I need to show you.

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

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

She leans in and lowers her voice.

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

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


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

Kay furrows his brow. Odd.


Laurel is at the end of her rope.

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

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

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

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


Kay raises another lit match to his cigarette, but as this one gets close, a BIG GLOB OF GOO drops from the ceiling and onto the match, dousing the flame.

Kay looks up, sharply.

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

From inside the morgue, Laurel SCREAMS.


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

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

KAY Freeze it, Bug!

JAY Don't shoot! Don't shoot!

LAUREL (to Jay) CHRIST, are you THICK!

JAY How was I supposed to know!?!

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

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

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

EDGAR Everybody shut UP!

KAY Let her go, Shit Eater.

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

KAY You're breakin' my heart. Move six inches to your left and I'll solve all your problems.

ORION the cat suddenly attacks, leaping off the top of the cabinet and landing on Edgar, HISSING and scratching and clawing for all she's worth. Edgar snaps an arm up and whips her off. The cat squirms in his arm, the icon jangling. Edgar grabs the icon, holds onto it, and flings the cat away, across the morgue. The icon comes free, remaining in his hand.

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

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

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

EDGAR (CONT'D) Have you ever pulled the wings off a fly?

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

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

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

EDGAR Put the weapons down!

KAY Never gonna happen, Insect.

Edgar backs away with Laurel, further into the morgue, toward a glass window that looks out at the base of an air shaft. Jay and Kay advance, slowly, cornering him.

JAY It's okay, Laurel!

LAUREL HOW is it okay?!

JAY I mean it's going to be okay!

EDGAR Don't bet on it, meat sack.

And with that he turns, leaps --

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


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

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


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

KAY Damn it!

They turn and run out of the morgue.


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

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

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

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

EDGAR Take me here.

LAUREL What???

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

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

The car screeches out into traffic, swerving wildly as Laurel is forced to make a 90-degree turn. The car fishtails wildly, swiping an oncoming car as it straightens and heads into the traffic.

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

A second later, KAY and JAY rush out into the street. The cab is nowhere to be seen. Jay runs into the street, noticing the wooden beads, the ripped pine-scented green deodorizer, and the still-burning cigarette.

JAY They're in a cab.

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

JAY Hey! Laurel!? Hey!

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

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



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

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

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

ZED Same thing: "Deliver the galaxy."

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

Just then, a loud ALARM wails.

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


-- headquarters, where every bell, whistle and light imaginable is going off.


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

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

KAY One hour.

JAY One hour?


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

JAY You're talking about US!

ZED Sucks, doesn't it?

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

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

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

KAY Atlantic City?

ZED Gone.

KAY That landfill on the Jersey Shore?

ZED Gone.

JAY Uh, gentlemen.

KAY Epcot?

ZED Gone.

KAY Miami Beach?

ZED Gone.

JAY Fellas.

KAY Hartford?

ZED Gone, thank God.

JAY Hey. Old guys.

Kay and Zed both look up at once, scowling.

JAY (CONT'D) Do those still work?

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

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



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

EDGAR You're coming with me.

LAUREL What?! Why?!

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

And he shoves her ahead of him, off in the direction of the space ships.

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

So that's how he knew.



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


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


The news ticker in Times Square announces the latest shattering news: RAIN LIKELY -- TEMPS DROP TO 60'S

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



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

KAY Whaddya say we bag us some bug?

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


The LTD tears through the city.


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

JAY You're taking the tunnel?!

KAY You know a better way to Queens?

JAY It's usually jammed?!


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

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


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

JAY I told you!

KAY Jay. The button?

JAY Yeah?!

KAY Push the button, Jay.

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

KAY (CONT'D) And you may want to throw on a seat belt.


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

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

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

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


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

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

KAY Mind if I smoke?

JAY What?!?

KAY In the car, I mean.

JAY I don't care!!

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

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


From outside the car, we watch it rocket along on the roof of the tunnel. We can hear KAY'S VOICE as he goes on. And on.

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

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


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

KAY Well, back to work.

He flips his cigarette out the window and cranks the wheel to the left.


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

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



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

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

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

LAUREL You're a wonderful dad.

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

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

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

Above, Edgar just keeps climbing.


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

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

-- the most wicked-looking shotgun on the planet.

Three feet long, triple-barreled, over and under and under, plus a pump action reloader on top of a storage clip for a dozen more shells. The shells themselves are solid, glistening like polished steel. Kay loads up the clip.

JAY You know how to work that?

Kay pumps it once, with extreme confidence.

KAY No idea whatsoever.

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

KAY (CONT'D) Let's bag us some bug.

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

JAY Oh, shit.


Laurel sits in her tree, watching with amazement.


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

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

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

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


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

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

JAY What?

KAY Press the little green button, on three.

Jay raises his weapon; they press their green buttons.

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

They pull their triggers.

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

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


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

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


She flinches as the flying saucer shoots overhead.


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

Jay and Kay come to their feet...

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

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

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

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

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

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

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

He pumps the gun for emphasis.

EDGAR Put my hands on my head?

Edgar stares at him. Then flexes his arms, still encased in flesh. His giant pincers RIP free of the rotting skin.

He extends both pincers to the sides, and, my God, his reach must be twelve feet across.

Now the skin and clothes on Edgar's legs begins to CRACK and SHRED. They BURST APART, revealing two hideous, doubled-over insect legs. The bug raises himself aloft on his legs.

He sucks in a deep breath of air, and now the rest of the Edgar suit goes the way of the arms and legs. The torso EXPLODES in great rendering of cloth and skin, and finally

Edgar's head simply BURSTS apart, SPATTERING against the walls. Edgar now reveals himself as he really is: a hairy, bug-like exoskeleton, a scaly tail with a long stinger, a head like a cobra with elliptical eyes and a small nose, and two horse-like feet with three toes each.

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

BUG Like this?

Kay and Jay pump their guns and aim at the Bug.

Suddenly the Bug SPITS. And a HUGE, SLIMY WAD OF GOO shoots from him and engulfs both shotguns. The Bug snorts it back, tearing them from Jay and Kay's grasp, then swallowing them.

Jay and Kay have only a second to react before --

The Bug SWIPES at them with the back of his clawed hand, like someone brushing aside a gnat -- and SENDS THEM FLYING FIFTEEN FEET IN THE AIR.


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


Jay and Kay hit the ground with loud grunts.

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

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

KAY This guy's really starting to bug me.

Kay starts walking after the Bug.

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

JAY Where are you going?

KAY Getting my gun back.

JAY What!?

Kay steps forward and yells at the departing Bug.

KAY (CONT'D) Hey, Bug!

The Bug just keeps moving toward the ladder.

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

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


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


Kay has himself in the Bug's face, its dripping fangs inches from Kay's face.

KAY You're just a smear on the sports page to me, you slimy, gut-sucking, intestinal parasite! Eat me!

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

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

JAY looks on, in stunned horror...



Laurel is still watching.


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

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

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


Kay, swimming in the Bug's intestinal fluid, tries to make his way to the gun, Holding his breath. Eyes stinging.


Jay knows what he has to do. He picks up a good-sized chunk of concrete dislodged by the crashing saucer and hurls it at the Bug.

JAY Hey! Come over here and try that!

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

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

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

Jay starts pounding on the Bug with the metal pole.


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


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

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

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

Jay rolls right underneath the Bug's legs. His hand falls on something in the grass -- another piece of debris, a sharp metal spike, gleaming like a dagger. He grabs the metal spike and looks up at the Bug's apparently vulnerable underbelly, right above him.

He grabs the spike with both hands and is about to thrust the spike up, into the Bug's gut, when;

The Bug bends its head down between its legs.

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


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

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

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

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

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

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

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

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

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

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

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

Jay has one last desperate idea...He kicks at the dumpster -- part of the side is rusted paper thin and it kicks apart and crumbles to pieces.

TENS OF THOUSANDS OF ROACHES pouring forth from the dumpster, crawling like a black glittering river, away from the garbage...

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

JAY Hey, Bug!

CLOSE ON JAY'S FOOT as he steps on the roach. CRUNCH.

ON THE BUG as he flinches on the ladder -- he hates that sound.

ON JAY. He smiles.

JAY (CONT'D) If I'm not mistaken, that was a cousin of yours.

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

CRUNCH! He crushes another one.

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

He steps forward again -- CRUNCH!

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


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


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

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

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

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

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

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

BUG Don't do that!

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

JAY That's your Momma!

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

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

and at that very moment...

Kay BLASTS a hole right in the middle of the Bug's midsection. The front of the Bug's thorax EXPLODES in a shower of bug juice all over Jay.

The Bug flies into two pieces -- the butt end sailing one way; the head flying behind Jay.

Kay falls out of the Bug, in a mess of goo, gasping for breath, dropping the atomizer from his slippery fingers.

The other gun sails off into the darkness.

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

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

JAY You son of a --

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

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


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

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


Kay flips the phone closed.

KAY You were saying?

JAY Getting eaten!? That was your plan!?

KAY (shrugs) Worked.

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

JAY After I got the shit beat out of me!

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

JAY You coulda told me what you were doing.

KAY There wasn't time, sport!

HISSS! The Bug attacks, swinging its head down on them. They turn to see it, and just before the jaws snap down on their heads...

BOOM! The Bug's head explodes into a million bits. Bug juice showers down everywhere, bucketsful of goo drenching Kay and Jay even further.

They turn to see...

LAUREL standing behind the dead Bug, the other atomizer in her hands, the barrel smoking, the weapon and Laurel dripping the Bug innards.

LAUREL Interesting job you guys got.

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


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


The driver grimaces at the mess.

DRIVER Damn bugs.

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



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

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

Kay pulls out the neuralyzer.

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

KAY Not her. Me. (looking up at the sky) They're beautiful, aren't they? The stars. I never just look anymore and they're beautiful.

JAY Kay, you're scaring your partner.

KAY I haven't been training a partner -- I've been training a replacement.

JAY Oh no, I can't do this job by myself.

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

KAY Maybe you won't have to.

Kay starts dialing back the neuralyzer.

KAY Days. Months. Years. Always face it forwards.

He hands the neuralyzer to Jay. Taps his pocket. Indicates for him to put his glasses on. Jay resists.

KAY I've just been down the gullet of an interstellar cockroach. That's one of a hundred memories I don't want.

Jay takes the neuralyzer. Slips on his glasses.

KAY See you around, sport.

Jay raises the neuralyzer. With a brilliant FLASH, the screen turns white.

JAY No, you won't.



CLOSE ON various tabloid headlines as a hand flicks through them. Here's one: Mets' Centerfielder Says: "UFO MADE ME MISS HOME RUN BALL!" And here's another one: DETROIT HAS CAR THAT DEFIES GRAVITY! Secret Tests in N.Y.'s Tunnel And a third: MAN AWAKENS FROM 30-YEAR COMA Returns to Girl He Left Behind

A large photograph shows a smiling KAY, arm-in-arm with ELIZABETH RESTON, his long-lost fiancee, in her back yard in Tempe, Arizona.

She holds a large bouquet of flowers, the same kind he brought but never gave her thirty years ago.

JAY, who's reading the paper, smiles.

AT THE CURB, Jay hurries back to the LTD with the newspapers. ELLE, (formerly Laurel), is waiting, leaning against the hood. Tailored black suit. Black shoes. Short-cropped hair. The look never looked better.

ELLE Zed called. The High Consulate of Regent-9 emissary wants floor seats to the Knicks -- Bulls game.

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

ELLE Let's roll.

Both car doors SLAM, Jay drops it in gear, and the LTD BLASTS away from the curb.


The LTD is just one of many cars in a jam-packed Manhattan city block.


Manhattan itself is just part of a much larger urban and suburban sprawl.


The east coast of the United States is just part of a much larger land mass.


North America is just a small portion of the planet Earth.


Earth is just a tiny ball in our solar system.


Our solar system is just a few blips of light in a vast star field.


The Milky Way is just a creamy spiral amid innumerable other creamy spirals.


There seems to be an edge to what we see, a curved border that seems to close in on things around the perimeters, until everything that exists seems to be contained in one tiny ball --

-- which is actually a marble resting on a strange-looking patch of red dirt.

An ALIEN HAND reaches down and flicks the marble, sending it skittering and bouncing across the dirt, where it CLICKS into a dozen other big blue balls just like it.





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